Item 1. Financial Statements
Item 1. Financial Statements
iStar Inc.
Consolidated Balance Sheets
(In thousands, except per share data) (1)
(unaudited)
As of
March 31,
December 31,
2022
2021
ASSETS
Real estate
Real estate, at cost
$
113,679
$
113,510
Less: accumulated depreciation
( 22,245 )
( 21,360 )
Real estate, net
91,434
92,150
Real estate available and held for sale
301
301
Total real estate
91,735
92,451
Real estate and other assets available and held for sale and classified as discontinued operations (2)
226,309
2,299,711
Net investment in leases ($ 281 and $ 0 of allowances as of March 31, 2022 and December 31, 2021, respectively)
28,131
43,215
Land and development, net
277,421
286,810
Loans receivable and other lending investments, net ($ 4,932 and $ 4,769 of allowances as of March 31, 2022 and December 31, 2021, respectively)
331,839
332,844
Loans receivable held for sale
—
43,215
Other investments
1,526,019
1,297,281
Cash and cash equivalents
1,500,203
339,601
Accrued interest and operating lease income receivable, net
1,666
1,813
Deferred operating lease income receivable, net
3,046
3,159
Deferred expenses and other assets, net
97,682
100,434
Total assets
$
4,084,051
$
4,840,534
LIABILITIES AND EQUITY
Liabilities:
Accounts payable, accrued expenses and other liabilities
$
198,886
$
236,732
Liabilities associated with real estate held for sale and classified as discontinued operations (2)
15,963
968,419
Liabilities associated with properties held for sale
—
3
Debt obligations, net
2,084,252
2,572,174
Total liabilities
2,299,101
3,777,328
Commitments and contingencies (refer to Note 11)
Equity:
iStar Inc. shareholders' equity:
Preferred Stock Series D, G and I, liquidation preference $ 25.00 per share
12
12
Common Stock, $ 0.001 par value, 200,000 shares authorized, 69,096 and 68,870 shares issued and outstanding as of March 31, 2022 and December 31, 2021, respectively
69
69
Additional paid-in capital
3,100,665
3,100,015
Accumulated deficit
( 1,625,086 )
( 2,227,213 )
Accumulated other comprehensive loss
( 21,224 )
( 21,587 )
Total iStar Inc. shareholders' equity
1,454,436
851,296
Noncontrolling interests
330,514
211,910
Total equity
1,784,950
1,063,206
Total liabilities and equity
$
4,084,051
$
4,840,534
(1) Refer to Note 2 for details on the Company’s consolidated variable interest entities (“VIEs”).
(2) Refer to Note 3 - Net Lease Sale and Discontinued Operations.
The accompanying notes are an integral part of the consolidated financial statements.
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iStar Inc.
Consolidated Statements of Operations
(In thousands, except per share data)
(unaudited)
For the Three Months Ended March 31,
2022
2021
Revenues:
Operating lease income
$
3,109
$
4,931
Interest income
4,948
9,789
Interest income from sales-type leases
356
—
Other income
8,640
13,015
Land development revenue
14,900
32,249
Total revenues
31,953
59,984
Costs and expenses:
Interest expense
29,243
28,809
Real estate expense
10,117
8,719
Land development cost of sales
14,496
29,323
Depreciation and amortization
1,357
2,401
General and administrative
1,375
21,439
Provision for (recovery of) loan losses
135
( 3,642 )
Provision for losses on net investment in leases
281
—
Impairment of assets
—
257
Other expense
930
253
Total costs and expenses
57,934
87,559
Income from sales of real estate
492
612
Loss from operations before earnings from equity method investments and other items
( 25,489 )
( 26,963 )
Loss on early extinguishment of debt, net
( 1,428 )
—
Earnings from equity method investments
25,032
11,768
Net loss from continuing operations before income taxes
( 1,885 )
( 15,195 )
Income tax (expense) benefit
( 3 )
698
Net loss from continuing operations
( 1,888 )
( 14,497 )
Net income from discontinued operations (1)
797,688
22,486
Net income
795,800
7,989
Net loss from continuing operations attributable to noncontrolling interests
18
44
Net (income) from discontinued operations attributable to noncontrolling interests
( 179,089 )
( 2,564 )
Net income attributable to iStar Inc.
616,729
5,469
Preferred dividends
( 5,874 )
( 5,874 )
Net income (loss) allocable to common shareholders
$
610,855
$
( 405 )
Per common share data:
Net income (loss) allocable to common shareholders
Basic and diluted
$
8.85
$
(0.01)
Net loss from continuing operations and allocable to common shareholders:
Basic and diluted
$
( 0.11 )
$
( 0.28 )
Net income from discontinued operations and allocable to common shareholders:
Basic and diluted
$
8.96
$
0.27
Weighted average number of common shares:
Basic and diluted
69,037
73,901
(1) Refer to Note 3 - Net Lease Sale and Discontinued Operations.
The accompanying notes are an integral part of the consolidated financial statements.
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iStar Inc.
Consolidated Statements of Comprehensive Income (Loss)
(In thousands)
(unaudited)
For the Three Months Ended March 31,
2022
2021
Net income
$
795,800
$
7,989
Other comprehensive income (loss):
Reclassification of losses on cash flow hedges into earnings upon realization (1)
621
2,338
Unrealized losses on available-for-sale securities
( 3,013 )
( 1,031 )
Unrealized gains on cash flow hedges
2,755
11,973
Other comprehensive income
363
13,280
Comprehensive income
796,163
21,269
Comprehensive (income) attributable to noncontrolling interests (2)
( 179,071 )
( 4,978 )
Comprehensive income attributable to iStar Inc.
$
617,092
$
16,291
(1) Reclassified to “Net income from discontinued operations” in the Company’s consolidated statements of operations for the three months ended March 31, 2021 is $ 2,104 . Reclassified to “Earnings from equity method investments” in the Company’s consolidated statements of operations for the three months ended March 31, 2022 and 2021 are $ 621 and $ 234 , respectively.
(2) For the three months ended March 31, 2022 and 2021, $ 179.1 million and $ 5.0 million, respectively, of comprehensive income attributable to noncontrolling interests was from discontinued operations .
The accompanying notes are an integral part of the consolidated financial statements.
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iStar Inc.
Consolidated Statements of Changes in Equity
(In thousands)
(unaudited)
iStar Inc. Shareholders' Equity
Accumulated
Common
Additional
Retained
Other
Preferred
Stock at
Paid-In
Earnings
Comprehensive
Noncontrolling
Total
Stock (1)
Par
Capital
(Deficit)
Income (Loss)
Interests
Equity
Balance as of December 31, 2021
$
12
$
69
$
3,100,015
$
( 2,227,213 )
$
( 21,587 )
$
211,910
$
1,063,206
Dividends declared—preferred
—
—
—
( 5,874 )
—
—
( 5,874 )
Dividends declared—common ($ 0.125 per share)
—
—
—
( 8,728 )
—
—
( 8,728 )
Issuance of stock/restricted stock unit amortization, net (2)
—
—
650
—
—
1,350
2,000
Net income
—
—
—
616,729
—
179,071
795,800
Change in accumulated other comprehensive income (loss)
—
—
—
—
363
—
363
Contributions from noncontrolling interests
—
—
—
—
—
7,893
7,893
Distributions to noncontrolling interests
—
—
—
—
—
( 69,710 )
( 69,710 )
Balance as of March 31, 2022
$
12
$
69
$
3,100,665
$
( 1,625,086 )
$
( 21,224 )
$
330,514
$
1,784,950
Balance as of December 31, 2020
$
12
$
74
$
3,240,535
$
( 2,316,972 )
$
( 52,680 )
$
193,414
$
1,064,383
Impact from adoption of new accounting standards
—
—
( 25,869 )
15,850
—
—
( 10,019 )
Dividends declared—preferred
—
—
—
( 5,874 )
—
—
( 5,874 )
Dividends declared—common ($ 0.11 per share)
—
—
—
( 8,236 )
—
—
( 8,236 )
Issuance of stock/restricted stock unit amortization, net (2)
—
—
2,572
—
—
1,370
3,942
Net income
—
—
—
5,469
—
2,520
7,989
Change in accumulated other comprehensive income (loss)
—
—
—
—
10,822
2,458
13,280
Repurchase of stock
—
( 1 )
( 12,376 )
—
—
—
( 12,377 )
Contributions from noncontrolling interests
—
—
—
—
—
64
64
Distributions to noncontrolling interests
—
—
—
—
—
( 2,145 )
( 2,145 )
Balance as of March 31, 2021
$
12
$
73
$
3,204,862
$
( 2,309,763 )
$
( 41,858 )
$
197,681
$
1,051,007
(1) Refer to Note 13 for details on the Company’s Preferred Stock.
(2) Net of payments for withholding taxes upon vesting of stock-based compensation.
The accompanying notes are an integral part of the consolidated financial statements.
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iStar Inc.
Consolidated Statements of Cash Flows
(In thousands)
(unaudited)
For the Three Months Ended March 31,
2022
2021
Cash flows from operating activities:
Net income (loss)
$
795,800
$
7,989
Adjustments to reconcile net income (loss) to cash flows from operating activities:
Provision for (recovery of) loan losses
135
( 3,794 )
Provision for losses on net investment in leases
281
( 1,601 )
Impairment of assets
1,492
1,785
Depreciation and amortization
1,357
15,455
Non-cash interest income from sales-type leases
( 1,580 )
( 9,388 )
Stock-based compensation (income) expense
( 12,427 )
5,508
Amortization of discounts/premiums and deferred financing costs on debt obligations, net
2,930
2,016
Amortization of discounts/premiums and deferred interest on loans, net
( 2,785 )
( 3,379 )
Deferred interest on loans received
—
23,703
Earnings from equity method investments
( 152,161 )
( 12,769 )
Distributions from operations of other investments
16,429
10,598
Deferred operating lease income
( 2,373 )
( 2,684 )
Income from sales of real estate
( 684,229 )
( 612 )
Land development revenue in excess of cost of sales
( 404 )
( 2,926 )
Loss on early extinguishment of debt, net
42,836
—
Other operating activities, net
( 9,940 )
( 3,917 )
Changes in assets and liabilities:
Origination and fundings of loans receivable held for sale
—
( 16,086 )
Changes in accrued interest and operating lease income receivable
1,368
1,945
Changes in deferred expenses and other assets, net
( 1,735 )
1,776
Changes in accounts payable, accrued expenses and other liabilities
( 25,618 )
( 17,414 )
Cash flows used in operating activities
( 30,624 )
( 3,795 )
Cash flows from investing activities:
Originations and fundings of loans receivable, net
( 4,000 )
( 50,670 )
Capital expenditures on real estate assets
( 741 )
( 648 )
Capital expenditures on land and development assets
( 4,803 )
( 4,134 )
Acquisitions of real estate, net investments in leases and land assets
( 28,309 )
—
Repayments of and principal collections on loans receivable and other lending investments, net
4,612
109,926
Net proceeds from sales of loans receivable
96,202
79,560
Net proceeds from sales of real estate
1,981,599
2,967
Net proceeds from sales of land and development assets
14,407
30,801
Net proceeds from sales of net investment in leases
563,495
—
Net proceeds from net investment in leases
—
6,575
Distributions from other investments
46,073
20,032
Contributions to and acquisition of interest in other investments
( 255,182 )
( 59,866 )
Other investing activities, net
4,514
3,092
Cash flows provided by investing activities
2,417,867
137,635
Cash flows from financing activities:
Borrowings from debt obligations
50,000
25,000
Repayments and repurchases of debt obligations
( 965,592 )
( 32,308 )
Purchase of marketable securities in connection with the defeasance of mortgage notes payable
( 252,571 )
—
Preferred dividends paid
( 5,874 )
( 5,874 )
Common dividends paid
( 8,956 )
( 8,216 )
Repurchase of stock
—
( 10,775 )
Payments for deferred financing costs
—
( 75 )
Payments for withholding taxes upon vesting of stock-based compensation
( 3,808 )
( 2,085 )
Contributions from noncontrolling interests
7,893
64
Distributions to noncontrolling interests
( 35,476 )
( 2,145 )
Payments for debt prepayment or extinguishment costs
( 15,608 )
—
Cash flows used in financing activities
( 1,229,992 )
( 36,414 )
Effect of exchange rate changes on cash
3
( 111 )
Changes in cash, cash equivalents and restricted cash
1,157,254
97,315
Cash, cash equivalents and restricted cash at beginning of period
393,996
150,566
Cash, cash equivalents and restricted cash at end of period
$
1,551,250
$
247,881
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Table of Contents
For the Three Months Ended March 31,
2022
2021
Reconciliation of cash and cash equivalents and restricted cash presented on the consolidated statements of cash flows
Cash and cash equivalents
$
1,500,203
$
193,852
Restricted cash included in deferred expenses and other assets, net
51,047
54,029
Total cash and cash equivalents and restricted cash
$
1,551,250
$
247,881
Supplemental disclosure of non-cash investing and financing activity:
Fundings and (repayments) of loan receivables and loan participations, net
$
—
$
( 42,501 )
Accrued repurchase of stock
—
1,802
Distributions to noncontrolling interests
34,467
—
Defeasance of mortgage notes payable
230,452
—
Marketable securities transferred in connection with the defeasance of mortgage notes payable
252,571
—
Accounts payable for capital expenditures on land and development and real estate assets
2,053
—
Assumption of mortgage by third party
62,825
—
The accompanying notes are an integral part of the consolidated financial statements.
7
iStar Inc.
Notes to Consolidated Financial Statements
(unaudited)
Table of Contents
Note 1—Business and Organization
Business —iStar Inc. (the “Company”) finances, invests in and develops real estate and real estate related projects as part of its fully-integrated investment platform. The Company also manages entities focused on ground lease investments (refer to Note 8). The Company has invested capital over the past two decades and is structured as a real estate investment trust (“REIT”) with a diversified portfolio focused on larger assets located in major metropolitan markets. The Company’s primary reportable business segments are net lease (refer to Note 3 - Net Lease Sale and Discontinued Operations), real estate finance, operating properties and land and development (refer to Note 17).
Organization —The Company began its business in 1993 through the management of private investment funds and became publicly traded in 1998. Since that time, the Company has grown through the origination of new investments and corporate acquisitions.
Note 2—Basis of Presentation and Principles of Consolidation
Basis of Presentation —The accompanying unaudited condensed consolidated financial statements have been prepared in conformity with the instructions to Form 10-Q and Article 10-01 of Regulation S-X for interim financial statements. Accordingly, they do not include all the information and footnotes required by generally accepted accounting principles in the United States of America (“GAAP”) for complete financial statements. These unaudited consolidated financial statements and related notes should be read in conjunction with the consolidated financial statements and related notes included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2021 (the “2021 Annual Report”).
The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the dates of the financial statements and the reported amounts of revenues and expenses during the reporting periods. Actual results could differ from those estimates.
In the opinion of management, the accompanying consolidated financial statements contain all adjustments, consisting of normal recurring adjustments, necessary for a fair statement of the results for the interim periods presented. Such operating results may not be indicative of the expected results for any other interim periods or the entire year. Certain prior year amounts have been reclassified in the Company’s consolidated financial statements and the related notes (refer to Note 3 – Net Lease Sale and Discontinued Operations) to conform to the current period presentation.
Principles of Consolidation —The consolidated financial statements include the financial statements of the Company, its wholly owned subsidiaries, controlled partnerships and VIEs for which the Company is the primary beneficiary. All intercompany balances and transactions have been eliminated in consolidation. The Company’s involvement with VIEs affects its financial performance and cash flows primarily through amounts recorded in “Net income from discontinued operations,” “Operating lease income,” “Interest income,” “Earnings from equity method investments,” “Real estate expense” and “Interest expense” in the Company’s consolidated statements of operations. The Company has provided no financial support to those VIEs that it was not previously contractually required to provide.
Consolidated VIEs —The Company consolidates VIEs for which it is considered the primary beneficiary. The liabilities of these VIEs are non-recourse to the Company and can only be satisfied from each VIE’s respective assets. The Company did not have any unfunded commitments related to consolidated VIEs as of March 31, 2022 and December 31,
8
iStar Inc.
Notes to Consolidated Financial Statements (Continued)
(unaudited)
Table of Contents
2021. The following table presents the assets and liabilities of the Company’s consolidated VIEs as of March 31, 2022 and December 31, 2021 ($ in thousands):
As of
March 31, 2022
December 31, 2021
ASSETS
Real estate
Real estate, at cost
$
93,592
$
93,477
Less: accumulated depreciation
( 15,761 )
( 14,987 )
Real estate, net
77,831
78,490
Real estate and other assets available and held for sale and classified as discontinued operations
—
886,845
Land and development, net
168,458
176,833
Cash and cash equivalents
730,820
23,908
Accrued interest and operating lease income receivable, net
541
—
Deferred operating lease income receivable, net
5
3
Deferred expenses and other assets, net
5,371
5,001
Total assets
$
983,026
$
1,171,081
LIABILITIES
Accounts payable, accrued expenses and other liabilities
$
28,529
$
24,744
Liabilities associated with real estate held for sale and classified as discontinued operations
—
493,739
Total liabilities
28,529
518,483
Unconsolidated VIEs —The Company has investments in VIEs where it is not the primary beneficiary and accordingly the VIEs have not been consolidated in the Company’s consolidated financial statements. As of March 31, 2022, the Company’s maximum exposure to loss from these investments does not exceed the sum of the $ 58.7 million carrying value of the investments, which are classified in “Other investments” on the Company’s consolidated balance sheets, and $ 2.3 million of related unfunded commitments.
Note 3—Summary of Significant Accounting Policies
Net Lease Sale and Discontinued Operations — A discontinued operation represents: (i) a component of the Company or group of components that has been disposed of or is classified as held for sale in a single transaction and represents a strategic shift that has or will have a major effect on the Company’s operations and financial results or (ii) an acquired business that is classified as held for sale on the date of acquisition.
Net Lease Sale — In March 2022, the Company, through certain subsidiaries of and entities managed by the Company, closed on a definitive purchase and sale agreement to sell a portfolio of net lease properties owned and managed by such subsidiaries and entities to a third party for an aggregate gross sales price of approximately $ 3.07 billion and recognized a gain of $ 663.7 million in “Net income from discontinued operations” in the Company’s consolidated statements of operations. The Company refers to this transaction as the "Net Lease Sale" in this report. The Net Lease Sale is consistent with the Company’s stated corporate strategy which is to grow its Ground Lease and Ground Lease adjacent businesses (refer to Note 8) and simplify its portfolio through sales of other assets.
The portfolio sold consisted of office, entertainment and industrial properties located in the United States comprising approximately 18.3 million square feet. It included assets wholly-owned by the Company and assets owned by two joint ventures (see Net Lease Venture and Net Lease Venture II below) managed by the Company and in which it owned 51.9 % interests. At the time of closing, the portfolio was encumbered by an aggregate of $ 702 million of mortgage indebtedness, including indebtedness from equity method investments, which was repaid with proceeds from the sale. After repayment of the mortgage indebtedness and prepayment penalties, a senior term loan secured by certain of the assets (refer to Note 10), payments to terminate derivative contracts, payments to joint venture partners, and payments of promotes, transaction expenses and amounts due under employee incentive plans, the Company retained net cash proceeds
9
iStar Inc.
Notes to Consolidated Financial Statements (Continued)
(unaudited)
Table of Contents
of $ 1.2 billion from the transaction. In addition, as part of the transaction, the buyer sold three of the properties to Safehold Inc. (“SAFE”) for $ 122.0 million and entered into three Ground Leases with SAFE. Two net lease properties were sold to different third parties in the first quarter of 2022 and the Company’s net lease assets associated with its Ground Lease businesses were not included in the sale. The Company received net cash proceeds of $ 33.9 million from the sale of the two net lease properties and recognized a gain of $ 23.9 million in “Net income from discontinued operations” in the Company’s consolidated statements of operations.
Net Lease Venture —In February 2014, the Company partnered with a sovereign wealth fund to form a venture to acquire and develop net lease assets (the “Net Lease Venture”) and gave a right of first offer to the venture on all new net lease investments. The Company was responsible for sourcing new opportunities and managing the venture and its assets in exchange for a management fee and incentive fee. Several of the Company’s senior executives whose time was substantially devoted to the Net Lease Venture owned a total of 0.6 % equity ownership in the venture via co-investment. These senior executives were also entitled to an amount equal to 50 % of any incentive fee received based on the 47.5 % external partner’s interest. Net Lease Venture was part of the Net Lease Sale. As of March 31, 2022, $ 316.6 million of “Noncontrolling interests” was attributable to the Net Lease Venture and represented proceeds from the Net Lease Sale that were not yet distributed to the Company’s partners in the venture as of March 31, 2022.
Net Lease Venture II —In July 2018, the Company entered into a new venture (the “Net Lease Venture II”) with an investment strategy similar to the Net Lease Venture. The Company was responsible for managing the venture in exchange for a management fee and incentive fee. During the three months ended March 31, 2022 and 2021, the Company recorded $ 0.4 million and $ 0.4 million, respectively, of management fees from Net Lease Venture II in “Net income from discontinued operations” in the Company’s consolidated statements of operations. Net Lease Venture II was part of the Net Lease Sale. As of March 31, 2022, $ 216.3 million of “Real estate and other assets available and held for sale and classified as discontinued operations” was attributable to the Net Lease Venture II and represented proceeds from the Net Lease Sale that were not yet distributed to the Company as of March 31, 2022.
Discontinued Operations — The Company’s net lease assets and liabilities included in the Net Lease Sale and the Company’s other two net lease assets are classified as “Real estate and other assets available and held for sale and classified as discontinued operations” and “Liabilities associated with real estate held for sale and classified as discontinued operations,” respectively, on the Company’s consolidated balance sheets as of December 31, 2021. For the three months ended March 31, 2022 and 2021, the operations of such assets are classified in “Net income from discontinued operations” in the Company’s consolidated statements of operations.
10
iStar Inc.
Notes to Consolidated Financial Statements (Continued)
(unaudited)
Table of Contents
The following table presents the Company’s consolidated assets and liabilities recorded in “Real estate and other assets available and held for sale and classified as discontinued operations” and “Liabilities associated with real estate held for sale and classified as discontinued operations,” respectively, on the Company’s consolidated balance sheets as of March 31, 2022 and December 31, 2021 ($ in thousands).
As of
March 31,
December 31,
2022
2021
ASSETS
Real estate
Real estate, at cost
$
—
$
1,537,655
Less: accumulated depreciation
—
( 271,183 )
Total real estate, net
—
1,266,472
Net investment in leases
—
486,389
Loans receivable held for sale
—
48,675
Other investments
216,309
103,229
Finance lease right of use assets
—
150,099
Accrued interest and operating lease income receivable, net
1,018
2,997
Deferred operating lease income receivable, net
—
63,156
Deferred expenses and other assets, net
8,982
178,694
Total real estate and other assets available and held for sale and classified as discontinued operations
$
226,309
$
2,299,711
LIABILITIES
Accounts payable, accrued expenses and other liabilities
$
15,963
$
92,865
Finance lease liabilities
—
161,258
Debt obligations, net
—
714,296
Total liabilities associated with real estate held for sale and classified as discontinued operations
$
15,963
$
968,419
11
iStar Inc.
Notes to Consolidated Financial Statements (Continued)
(unaudited)
Table of Contents
The transaction described above involving the Company's net lease business qualified for discontinued operations and the following table summarizes net income from discontinued operations for the three months ended March 31, 2022 and 2021 ($ in thousands):
For the Three Months Ended March 31,
2022
2021
Revenues:
Operating lease income
$
35,596
$
42,513
Interest income
885
861
Interest income from sales-type leases
8,803
8,627
Other income
4,292
1,275
Total revenues
49,576
53,276
Costs and expenses:
Interest expense (1)
7,484
10,754
Real estate expense
5,072
8,175
Depreciation and amortization (1)
—
13,054
Recovery of loan losses
—
( 152 )
Recovery of losses on net investment in leases
—
( 1,601 )
Impairment of assets
1,492
1,528
Other expense (2)
( 5,669 )
—
Total costs and expenses
8,379
31,758
Income from sales of real estate
683,738
—
Income from discontinued operations before earnings from equity method investments and other items
724,935
21,518
Earnings from equity method investments
127,129
1,001
Loss on early extinguishment of debt, net
( 41,408 )
—
Net income from discontinued operations before income taxes
810,656
22,519
Income tax expense
( 12,968 )
( 33 )
Net income from discontinued operations
797,688
22,486
Net (income) from discontinued operations attributable to noncontrolling interests
( 179,089 )
( 2,564 )
Net income from discontinued operations attributable to iStar Inc.
$
618,599
$
19,922
(1) For the three months ended March 31, 2022, the Company recorded $ 1.3 million of “Interest expense” in its consolidated statements of operations from its Ground Leases with SAFE. For the three months ended March 31, 2021, the Company recorded $ 2.1 million and $ 0.4 million, respectively, of “Interest expense” and “Depreciation and amortization” in its consolidated statements of operations from its Ground Leases with SAFE.
(2) Represents the reversal of other expenses recognized in connection with the settlement of interest rate hedges during the three months ended March 31, 2022.
The following table presents cash flows provided by operating activities and cash flows used in investing activities from discontinued operations for the three months ended March 31, 2022 and 2021 ($ in thousands).
For the Three Months Ended March 31,
2022
2021
Cash flows provided by operating activities
$
22,571
$
20,847
Cash flows provided by investing activities
2,553,349
566
12
iStar Inc.
Notes to Consolidated Financial Statements (Continued)
(unaudited)
Table of Contents
Note 4—Real Estate
The Company’s real estate assets were comprised of the following ($ in thousands):
As of March 31, 2022
Land, at cost
$
6,830
Buildings and improvements, at cost
106,849
Less: accumulated depreciation
( 22,245 )
Real estate, net
91,434
Real estate available and held for sale (1)
301
Total real estate
$
91,735
As of December 31, 2021
Land, at cost
$
6,831
Buildings and improvements, at cost
106,679
Less: accumulated depreciation
( 21,360 )
Real estate, net
92,150
Real estate available and held for sale (1)
301
Total real estate
$
92,451
(1) As of March 31, 2022 and December 31, 2021, the Company had $ 0.3 million and $ 0.3 million, respectively, of residential condominiums available for sale in its operating properties portfolio.
Dispositions— Refer to Note 3 - Net Lease Sale and Discontinued Operations.
Tenant Reimbursements— The Company receives reimbursements from tenants for certain facility operating expenses including common area costs, insurance, utilities and real estate taxes. Tenant expense reimbursements were $ 0.7 million and $ 0.7 million for the three months ended March 31, 2022 and 2021, respectively . These amounts are included in “Operating lease income” in the Company’s consolidated statements of operations.
Allowance for Doubtful Accounts— As of March 31, 2022 and December 31, 2021, the allowance for doubtful accounts related to real estate tenant receivables was $ 0.1 million and $ 0.1 million, respectively. These amounts are included in “Accrued interest and operating lease income receivable, net” on the Company’s consolidated balance sheets.
Future Minimum Operating Lease Payments —Future minimum operating lease payments to be collected under non-cancelable operating leases, excluding customer reimbursements of expenses, in effect as of March 31, 2022, are as follows by year ($ in thousands):
Operating
Year
Properties
2022 (remaining nine months)
$
4,843
2023
6,293
2024
6,195
2025
5,600
2026
5,125
Thereafter
4,361
Note 5—Net Investment in Leases
In June 2021, the Company acquired two parcels of land for $ 42.0 million each and simultaneously entered into two Ground Leases with the respective tenants. Each Ground Lease also provides for a leasehold improvement allowance up to a maximum of $ 83.0 million. The Company also concurrently entered into an agreement pursuant to which SAFE would
13
iStar Inc.
Notes to Consolidated Financial Statements (Continued)
(unaudited)
Table of Contents
acquire the Ground Leases from the Company. If certain construction conditions are not met within a specified time period, SAFE will have no obligation to acquire the Ground Leases or fund the leasehold improvement allowances. The Company classified one of the Ground Leases as a sales-type lease and it is recorded in “Net investment in leases” on the Company’s consolidated balance sheets. For the three months ended March 31, 2022, the Company recognized $ 0.2 million of non-cash interest income in "Interest income from sales-type leases" in the Company’s consolidated statements of operations. In January 2022, the Company sold the Ground Lease to an investment fund in which the Company owns a 53 % noncontrolling interest (refer to Note 8 – Ground Lease Plus Fund).
One Ground Lease was entered into with the seller of the land and did not qualify for sale leaseback accounting, and as such, was accounted for as a financing transaction and $ 42.0 million was recorded in “Loans receivable held for sale” on the Company’s consolidated balance sheet at the time of acquisition. There can be no assurance that the conditions to closing will be satisfied and that SAFE will acquire the properties and Ground Leases from the Company. In January 2022, the Company sold the Ground Lease to the Ground Lease Plus Fund (refer to Note 8).
In January 2022, the Company entered into a commitment to acquire land for $ 36.0 million and simultaneously structured and entered into a Ground Lease as part of the Ground Lease tenant’s recapitalization of an existing multifamily property. As of March 31, 2022, the Company had funded $ 28.2 million of this commitment. SAFE (refer to Note 8) waived its right of first refusal on this investment but entered into an agreement with the Company pursuant to which SAFE would acquire the land and related Ground Lease when certain construction related conditions are met.
The Company’s net investment in leases were comprised of the following as of March 31, 2022 and December 31, 2021 ($ in thousands):
March 31, 2022
December 31, 2021
Total undiscounted cash flows
$
356,338
$
524,712
Unguaranteed estimated residual value
21,750
42,000
Present value discount
( 349,676 )
( 523,497 )
Allowance for losses on net investment in leases
( 281 )
—
Net investment in leases (1)
$
28,131
$
43,215
(1) As of March 31, 2022 and December 31, 2021, the Company’s net investment in lease was current in its payment status and performing in accordance with the terms of the lease. As of March 31, 2022, the risk rating on the Company’s net investment in leases was 1.0 .
Dispositions— During the three months ended March 31, 2021, the Company sold net lease assets for net proceeds of $ 6.6 million and recognized an aggregate impairment of $ 1.5 million in connection with the sales which is recorded in “Net income from discontinued operations” in the Company’s consolidated statements of operations.
Future Minimum Lease Payments under Sales-type Leases —Future minimum lease payments to be collected under sales-type leases, excluding lease payments that are not fixed and determinable, in effect as of March 31, 2022, are as follows by year ($ in thousands):
Amount
2022 (remaining nine months)
$
688
2023
934
2024
1,194
2025
1,240
2026
1,264
Thereafter
351,018
Total undiscounted cash flows
$
356,338
14
iStar Inc.
Notes to Consolidated Financial Statements (Continued)
(unaudited)
Table of Contents
Allowance for Losses on Net Investment in Leases —Changes in the Company’s allowance for losses on net investment in leases for the three months ended March 31, 2022 and 2021 were as follows ($ in thousands):
Three Months Ended
March 31, 2022
March 31, 2021
Allowance for losses on net investment in leases at beginning of period (1)
$
—
$
10,871
Provision for (recovery of) losses on net investment in leases (2)
281
( 1,601 )
Allowance for losses on net investment in leases at end of period (1)
$
281
$
9,270
(1) All 2021 amounts were for net investment in leases included in the Net Lease Sale (refer to Note 3 – Net Lease Sale and Discontinued Operations).
(2) During the three months ended March 31, 2022, the Company recorded a provision for losses on net investment in leases of $ 0.3 million due primarily to the macroeconomic forecast on commercial real estate markets. During the three months ended March 31, 2021, the Company recorded a recovery of losses on net investment in leases of $ 1.6 million (which is included in “Net income from discontinued operations’) due primarily to an improving macroeconomic forecast on commercial real estate markets since December 31, 2020.
Note 6—Land and Development
The Company’s land and development assets were comprised of the following ($ in thousands):
As of
March 31,
December 31,
2022
2021
Land and land development, at cost
$
288,460
$
297,621
Less: accumulated depreciation
( 11,039 )
( 10,811 )
Total land and development, net
$
277,421
$
286,810
Dispositions— During the three months ended March 31, 2022 and 2021, the Company sold land parcels and residential lots and units and recognized land development revenue of $ 14.9 million and $ 32.2 million, respectively. During the three months ended March 31, 2022 and 2021, the Company recognized land development cost of sales of $ 14.5 million and $ 29.3 million, respectively, from its land and development portfolio.
15
iStar Inc.
Notes to Consolidated Financial Statements (Continued)
(unaudited)
Table of Contents
Note 7—Loans Receivable and Other Lending Investments, net
The following is a summary of the Company’s loans receivable and other lending investments by class ($ in thousands):
As of
March 31, 2022
December 31, 2021
Construction loans
Senior mortgages
$
186,094
$
184,643
Corporate/Partnership loans
—
618
Subtotal - gross carrying value of construction loans (1)
186,094
185,261
Loans
Senior mortgages
14,724
14,965
Subordinate mortgages
12,670
12,457
Subtotal - gross carrying value of loans
27,394
27,422
Other lending investments
Held-to-maturity debt securities
98,419
96,838
Available-for-sale debt securities
24,864
28,092
Subtotal - other lending investments
123,283
124,930
Total gross carrying value of loans receivable and other lending investments
336,771
337,613
Allowance for loan losses
( 4,932 )
( 4,769 )
Total loans receivable and other lending investments, net
$
331,839
$
332,844
(1) As of March 31, 2022, 100 % of gross carrying value of construction loans had completed construction.
Allowance for Loan Losses —Changes in the Company’s allowance for loan losses were as follows for the three months ended March 31, 2022 and 2021 ($ in thousands):
General Allowance
Held to
Construction
Maturity Debt
Specific
Three Months Ended March 31, 2022
Loans
Loans
Securities
Allowance
Total
Allowance for loan losses at beginning of period
$
1,213
$
676
$
2,304
$
576
$
4,769
Provision for (recovery of) loan losses (1)
39
( 2 )
111
15
163
Allowance for loan losses at end of period
$
1,252
$
674
$
2,415
$
591
$
4,932
Three Months Ended March 31, 2021
Allowance for loan losses at beginning of period
$
6,541
$
1,643
$
3,093
$
743
$
12,020
(Recovery of) provision for loan losses (1)
( 3,648 )
172
( 408 )
( 76 )
( 3,960 )
Allowance for loan losses at end of period
$
2,893
$
1,815
$
2,685
$
667
$
8,060
(1) During the three months ended March 31, 2022 and 2021, the Company recorded a provision for (recovery of) loan losses of $ 0.1 million and ( $ 3.6 ) million, respectively, in its consolidated statements of operations. The provision in 2022 was due primarily to accretion on the Company’s held-to-maturity debt security. The recovery in 2021 was d ue primarily to the repayment of loans during the three months ended March 31, 2021 and an improving macroeconomic forecast on commercial real estate markets since December 31, 2020. Of this amount, $ 0.3 million related to a provision for loan losses for unfunded loan commitments and is recorded as a reduction to "Accounts payable, accrued expenses and other liabilities .”
16
iStar Inc.
Notes to Consolidated Financial Statements (Continued)
(unaudited)
Table of Contents
The Company’s investment in loans and other lending investments and the associated allowance for loan losses were as follows as of March 31, 2022 and December 31, 2021 ($ in thousands):
Individually
Collectively
Evaluated for
Evaluated for
Impairment (1)
Impairment
Total
As of March 31, 2022
Construction loans (2)
$
59,642
$
126,452
$
186,094
Loans (2)
—
27,394
27,394
Held-to-maturity debt securities
—
98,419
98,419
Available-for-sale debt securities (3)
—
24,864
24,864
Less: Allowance for loan losses
( 591 )
( 4,341 )
( 4,932 )
Total
$
59,051
$
272,788
$
331,839
As of December 31, 2021
Construction loans (2)
$
59,640
$
125,621
$
185,261
Loans (2)
—
27,422
27,422
Held-to-maturity debt securities
—
96,838
96,838
Available-for-sale debt securities (3)
—
28,092
28,092
Less: Allowance for loan losses
( 576 )
( 4,193 )
( 4,769 )
Total
$
59,064
$
273,780
$
332,844
(1) The carrying value of this loan includes an unamortized discount of $ 0.8 million and $ 0.8 million as of March 31, 2022 and December 31, 2021, respectively. The Company’s loans individually evaluated for impairment represent loans on non-accrual status and the unamortized amounts associated with these loans are not currently being amortized into income.
(2) The carrying value of these loans includes unamortized discounts, premiums, deferred fees and costs totaling net discounts of $ 0.2 million and $ 0.2 million as of March 31, 2022 and December 31, 2021, respectively.
(3) Available-for-sale debt securities are evaluated for impairment under ASC 326-30 – Financial Instruments-Credit Losses .
Credit Characteristics —As part of the Company’s process for monitoring the credit quality of its loans, it performs a quarterly loan portfolio assessment and assigns risk ratings to each of its performing loans. Risk ratings, which range from 1 (lower risk) to 5 (higher risk), are based on judgments which are inherently uncertain, and there can be no assurance that actual performance will be similar to current expectation. The Company designates loans as non-performing at such time as: (1) interest payments become 90 days delinquent; (2) the loan has a maturity default; or (3) management determines it is probable that we will be unable to collect all amounts due according to the contractual terms of the loan. All non-performing loans are placed on non-accrual status and income is only recognized in certain cases upon actual cash receipt.
17
iStar Inc.
Notes to Consolidated Financial Statements (Continued)
(unaudited)
Table of Contents
The Company’s amortized cost basis in performing senior mortgages, corporate/partnership loans and subordinate mortgages, presented by year of origination and by credit quality, as indicated by risk rating, as of March 31, 2022 were as follows ($ in thousands):
Year of Origination
2022
2021
2020
2019
2018
Prior to 2018
Total
Senior mortgages
Risk rating
1.0
$
—
$
—
$
—
$
—
$
—
$
—
$
—
1.5
—
—
—
—
—
—
—
2.0
—
—
—
—
11,899
—
11,899
2.5
—
—
—
—
52,336
—
52,336
3.0
—
—
—
—
62,912
2,826
65,738
3.5
—
—
—
—
11,203
—
11,203
4.0
—
—
—
—
—
—
—
4.5
—
—
—
—
—
—
—
5.0
—
—
—
—
—
—
—
Subtotal (1)
$
—
$
—
$
—
$
—
$
138,350
$
2,826
$
141,176
Subordinate mortgages
Risk rating
1.0
$
—
$
—
$
—
$
—
$
—
$
—
$
—
1.5
—
—
—
—
—
—
—
2.0
—
—
—
—
—
—
—
2.5
—
—
—
—
—
—
—
3.0
—
—
—
—
—
12,670
12,670
3.5
—
—
—
—
—
—
—
4.0
—
—
—
—
—
—
—
4.5
—
—
—
—
—
—
—
5.0
—
—
—
—
—
—
—
Subtotal
$
—
$
—
$
—
$
—
$
—
$
12,670
$
12,670
Total
$
—
$
—
$
—
$
—
$
138,350
$
15,496
$
153,846
(1) As of March 31, 2022, excludes $ 59.6 million for one loan on non-accrual status.
The Company’s amortized cost basis in loans, aged by payment status and presented by class, was as follows ($ in thousands):
Less Than
Greater
or Equal
Than
Total
Current
to 90 Days
90 Days
Past Due
Total
As of March 31, 2022
Senior mortgages
$
141,176
$
—
$
59,642
59,642
$
200,818
Subordinate mortgages
12,670
—
—
—
12,670
Total
$
153,846
$
—
$
59,642
$
59,642
$
213,488
As of December 31, 2021
Senior mortgages
$
139,968
$
—
$
59,640
59,640
$
199,608
Corporate/Partnership loans
618
—
—
—
618
Subordinate mortgages
12,457
—
—
—
12,457
Total
$
153,043
$
—
$
59,640
$
59,640
$
212,683
18
iStar Inc.
Notes to Consolidated Financial Statements (Continued)
(unaudited)
Table of Contents
Impaired Loans —The Company’s impaired loan was as follows ($ in thousands):
As of March 31, 2022
As of December 31, 2021
Unpaid
Unpaid
Amortized
Principal
Related
Amortized
Principal
Related
Cost
Balance
Allowance
Cost
Balance
Allowance
With an allowance recorded:
Senior mortgages (1)
$
59,642
$
58,892
$
( 591 )
$
59,640
$
58,888
$
( 576 )
Total
$
59,642
$
58,892
$
( 591 )
$
59,640
$
58,888
$
( 576 )
(1) The Company has one non-accrual loan as of March 31, 2022 and December 31, 2021 that is considered impaired and included in the table above. The Company did no t record any interest income on impaired loans for the three months ended March 31, 2022 and 2021.
Loans receivable held for sale —In March 2021, the Company acquired land and simultaneously structured and entered into with the seller a Ground Lease on which a multi-family project will be constructed. The Company funded $ 16.1 million at closing and the Ground Lease documents provided for future funding obligations to the Ground Lease tenant of approximately $ 11.9 million of deferred purchase price and $ 52.0 million of leasehold improvement allowance upon achievement of certain milestones. At closing, the Company entered into an agreement with SAFE pursuant to which, subject to certain conditions being met, SAFE would acquire the ground lessor entity from the Company. The Company determined that the transaction did not qualify as a sale leaseback transaction and recorded the Ground Lease in “Loans receivable held for sale” on the Company’s consolidated balance sheet. Subsequent to closing, the Company funded approximately $ 6.0 million of the deferred purchase price to the Ground Lease tenant. The Company sold the ground lessor entity (and SAFE assumed all future funding obligations to the Ground Lease tenant) to SAFE in September 2021 for $ 22.1 million and recorded no gain or loss on the sale.
In June 2021, the Company acquired a parcel of land for $ 42.0 million and simultaneously entered into a Ground Lease (refer to Note 5). The Company also concurrently entered into an agreement pursuant to which SAFE would acquire the Ground Lease from the Company. The Ground Lease was entered into with the seller of the land and did not qualify for sale leaseback accounting, and as such, was accounted for as a financing transaction and $ 42.0 million was recorded in “Loans receivable held for sale” on the Company’s consolidated balance sheet at the time of acquisition. In January 2022, the Company sold its loan receivable held for sale to the Ground Lease Plus Fund (refer to Note 8).
Other lending investments —Other lending investments includes the following securities ($ in thousands):
Net
Net
Amortized
Unrealized
Estimated
Carrying
Face Value
Cost Basis
Gain
Fair Value
Value
As of March 31, 2022
Available-for-Sale Securities
Municipal debt securities
$
23,640
$
23,640
$
1,224
$
24,864
$
24,864
Held-to-Maturity Securities
Debt securities
100,000
98,419
—
98,419
98,419
Total
$
123,640
$
122,059
$
1,224
$
123,283
$
123,283
As of December 31, 2021
Available-for-Sale Securities
Municipal debt securities
$
23,855
$
23,855
$
4,237
$
28,092
$
28,092
Held-to-Maturity Securities
Debt securities
100,000
96,838
—
96,838
96,838
Total
$
123,855
$
120,693
$
4,237
$
124,930
$
124,930
19
iStar Inc.
Notes to Consolidated Financial Statements (Continued)
(unaudited)
Table of Contents
As of March 31, 2022, the contractual maturities of the Company’s securities were as follows ($ in thousands):
Held-to-Maturity Debt Securities
Available-for-Sale Debt Securities
Amortized
Estimated
Amortized
Estimated
Cost Basis
Fair Value
Cost Basis
Fair Value
Maturities
Within one year
$
—
$
—
$
—
$
—
After one year through 5 years
98,419
98,419
—
—
After 5 years through 10 years
—
—
—
—
After 10 years
—
—
23,640
24,864
Total
$
98,419
$
98,419
$
23,640
$
24,864
Note 8—Other Investments
The Company’s other investments and its proportionate share of earnings (losses) from equity method investments were as follows ($ in thousands):
Earnings (Losses) from
Carrying Value
Equity Method Investments
as of
For the Three Months Ended
March 31,
December 31,
March 31,
2022
2021
2022
2021
Real estate equity investments
Safehold Inc. ("SAFE") (1)
$
1,388,657
$
1,168,532
$
17,029
$
11,412
Ground Lease Plus Fund
64,548
17,630
769
—
Other real estate equity investments
43,441
44,349
3,611
( 602 )
Subtotal
1,496,646
1,230,511
21,409
10,810
Other strategic investments (2)
29,373
66,770
3,623
958
Total
$
1,526,019
$
1,297,281
$
25,032
$
11,768
(1) As of March 31, 2022, the Company owned 40.1 million shares of SAFE common stock which, based on the closing price of $ 55.45 on March 31, 2022, had a market value of $ 2.2 billion. Pursuant to ASC 323-10-40-1, an equity method investor shall account for a share issuance by an investee as if the investor had sold a proportionate share of its investment. Any gain or loss to the investor resulting from an investee’s share issuance shall be recognized in earnings. For the three months ended March 31, 2022 and 2021, equity in earnings includes dilution gains of $ 0.9 million and $ 0.5 million, respectively, resulting from SAFE equity offerings.
(2) During the three months ended March 31, 2021, the Company identified observable price changes in an equity security held by the Company as evidenced by orderly private issuances of similar securities by the same issuer. In accordance with ASC 321 – Investments – Equity Securities, the Company remeasured its equity investment at fair value and recognized a mark-to-market gain of $ 5.1 million in “Other income” in the Company’s consolidated statements of operations. The Company’s equity security was redeemed at its carrying value in the fourth quarter of 2021.
Safehold Inc. —SAFE is a publicly-traded company formed by the Company primarily to acquire, own, manage, finance and capitalize ground leases. Ground leases generally represent ownership of the land underlying commercial real estate projects that is net leased by the fee owner of the land to the owners/operators of the real estate projects built thereon (“Ground Leases”). During the three months ended March 31, 2022, the Company purchased 0.2 million shares of SAFE's common stock for $ 10.5 million, for an average cost of $ 66.83 per share, in open market purchases made in accordance with Rules 10b5-1 and 10b-18 under the Securities and Exchange Act of 1934, as amended. In March 2022, the Company acquired 3,240,000 shares of SAFE’s common stock in a private placement for $ 191.2 million. As of March 31, 2022, the Company owned approximately 64.7 % of SAFE’s common stock outstanding.
In January 2019, the Company purchased 12.5 million newly designated limited partnership units (the “Investor Units”) in SAFE’s operating partnership (“SAFE OP”), at a purchase price of $ 20.00 per unit, for a total purchase price of $ 250.0 million. In May 2019, after the approval of SAFE’s shareholders, the Investor Units were exchanged for shares of SAFE’s common stock on a one -for-one basis. Following the exchange, the Investor Units were retired.
20
iStar Inc.
Notes to Consolidated Financial Statements (Continued)
(unaudited)
Table of Contents
In connection with the Company’s purchase of the Investor Units, it entered into a Stockholder’s Agreement with SAFE on January 2, 2019. The Stockholder’s Agreement:
● limits the Company’s discretionary voting power to 41.9 % of the outstanding voting power of SAFE’s common stock until its aggregate ownership of SAFE common stock is less than 41.9 % ;
● subjects the Company to certain standstill provisions; and
● provides the Company certain preemptive rights.
A wholly-owned subsidiary of the Company is the external manager of SAFE and is entitled to a management fee. In addition, the Company is also the external manager of a venture in which SAFE is a member. Following are the key terms of the management agreement with SAFE:
● The Company receives a fee equal to 1.0 % of total SAFE equity (as defined in the management agreement) up to $ 1.5 billion; 1.25 % of total SAFE equity (for incremental equity of $ 1.5 billion - $ 3.0 billion); 1.375 % of total SAFE equity (for incremental equity of $ 3.0 billion - $ 5.0 billion); and 1.5 % of total SAFE equity (for incremental equity over $ 5.0 billion);
● Fee to be paid in cash or in shares of SAFE common stock, at the discretion of SAFE’s independent directors;
● The stock is locked up for two years , subject to certain restrictions;
● There is no additional performance or incentive fee;
● The management agreement is non-terminable by SAFE through June 30, 2023, except for cause; and
● Automatic annual renewals thereafter, subject to non-renewal upon certain findings by SAFE’s independent directors and payment of termination fee equal to three times the prior year’s management fee.
During the three months ended March 31, 2022 and 2021, the Company recorded $ 4.5 million and $ 3.5 million, respectively, of management fees pursuant to its management agreement with SAFE.
The Company is also entitled to receive certain expense reimbursements, including for the allocable costs of its personnel that perform certain legal, accounting, due diligence tasks and other services that third-party professionals or outside consultants otherwise would perform. Historically, pursuant to the Company’s option under the management agreement, the Company has elected to not seek reimbursement for certain expenses. This historical election is not a waiver of reimbursement for similar expenses in future periods and the Company has started to elect to seek, and may further seek in the future, reimbursement of such additional expenses that it has not previously sought, including, without limitation, rent, overhead and certain personnel costs.
During the three months ended March 31, 2022 and 2021, the Company recognized $ 3.1 million and $ 1.9 million, respectively, of expense reimbursements pursuant to its management agreement with SAFE.
The Company has an exclusivity agreement with SAFE pursuant to which it agreed, subject to certain exceptions, that it will not acquire, originate, invest in, or provide financing for a third party’s acquisition of, a Ground Lease unless it has first offered that opportunity to SAFE and a majority of its independent directors has declined the opportunity.
Following is a list of investments that the Company has transacted with SAFE, all of which were approved by the Company’s and SAFE’s independent directors, for the periods presented:
21
iStar Inc.
Notes to Consolidated Financial Statements (Continued)
(unaudited)
Table of Contents
In October 2017, the Company closed on a 99-year Ground Lease and a $ 80.5 million construction financing commitment to support the ground-up development of a to-be-built luxury multi-family project. The transaction included a combination of: (i) a newly created Ground Lease and a $ 7.2 million leasehold improvement allowance, which was fully funded; and (ii) an $ 80.5 million leasehold first mortgage. The Company sold the Ground Lease to SAFE in September 2020 for $ 34.0 million and in January 2021 sold the leasehold first mortgage to an entity in which the Company has a 53 % noncontrolling equity interest (refer to “Other strategic investments” below) for $ 63.3 million.
In June 2020, Net Lease Venture II (see below) acquired the leasehold interest in an office laboratory property in Honolulu, HI and simultaneously entered into a 99-year Ground Lease with SAFE. In November 2021, the Company acquired the property from Net Lease Venture II. The Company paid $ 0.6 million to its partner to acquire its equity interest in the property and assumed a $ 44.4 million mortgage on the property. The Company sold the property in the first quarter of 2022. Prior to the sale, SAFE paid $ 0.3 million to terminate a purchase option that allowed the Company to purchase the land at the expiration of the Ground Lease.
In February 2021, the Company provided a $ 50.0 million loan to the ground lessee of a Ground Lease originated at SAFE. The loan was for the Ground Lease tenant’s recapitalization of a hotel property. The Company received $ 1.9 million of consideration from SAFE in connection with this transaction. The Company sold the loan in July 2021 and recorded no gain or loss on the sale.
In March 2021, the Company acquired land and simultaneously structured and entered into with the seller a Ground Lease on which a multi-family project will be constructed. At closing, the Company entered into an agreement with SAFE pursuant to which, subject to certain conditions being met, SAFE would acquire the ground lessor entity from the Company. The Company sold the ground lessor entity to SAFE in September 2021 and recognized no gain or loss on the sale (refer to Note 7 - Loans receivable held for sale). The Company also committed to provide a $ 75.0 million construction loan to the Ground Lease tenant. The Company received $ 2.7 million of consideration from SAFE in connection with this transaction. In September 2021, the construction loan commitment and the $ 2.7 million of consideration was transferred to the Loan Fund (refer to “Other strategic investments” below).
In June 2021, the Company sold to SAFE its rights under a purchase option agreement for $ 1.2 million. The Company had previously acquired such purchase option agreement from a third-party property owner for $ 1.0 million and incurred $ 0.2 million of expenses. Under the option agreement, upon certain conditions being met by an outside developer who may become the Ground Lease tenant, SAFE has the right to acquire for $ 215.0 million a property and hold a Ground Lease under approximately 1.1 million square feet of office space that may be developed on the property. No gain or loss was recognized by the Company as a result of the sale.
In June 2021, the Company and SAFE entered into two agreements pursuant to each of which SAFE would acquire land and a related Ground Lease originated by the Company when certain construction related conditions are met by a specified time period. The purchase price to be paid for each is $ 42.0 million, plus an amount necessary for the Company to achieve the greater of a 1.25 x multiple and a 9 % return on its investment. In addition, each Ground Lease provides for a leasehold improvement allowance up to a maximum of $ 83.0 million, which obligation would be assumed by SAFE upon acquisition. If certain construction conditions are not met within a specified time period, SAFE will have no obligation to acquire the Ground Leases or fund the leasehold improvement allowances. In January 2022, the Company sold the Ground Leases to the Ground Lease Plus Fund (see below). There can be no assurance that the conditions to closing will be satisfied and that SAFE will acquire the properties and Ground Leases from the Ground Lease Plus Fund.
In November 2021, the Company and SAFE entered into an agreement pursuant to which SAFE would acquire land and a related Ground Lease originated by the Company when certain construction related conditions are met by a specified time period. The purchase price to be paid is $ 33.3 million, plus an amount necessary for the Company to achieve the greater of a 1.25 x multiple and a 12 % return on its investment. In addition, the Ground Lease provides for a leasehold improvement allowance up to a maximum of $ 51.8 million, which obligation would be assumed by SAFE upon acquisition. If certain construction conditions are not met within a specified time period, SAFE will have no obligation to acquire the Ground Lease or fund the leasehold improvement allowance. There can be no assurance that the conditions to
22
iStar Inc.
Notes to Consolidated Financial Statements (Continued)
(unaudited)
Table of Contents
closing will be satisfied and that SAFE will acquire the land and Ground Lease from the Ground Lease Plus Fund (refer to Ground Lease Plus Fund below).
In December 2021, the Company’s partner in a venture recapitalized an existing multifamily property, which included a Ground Lease provided by SAFE. As part of the recapitalization, the Company’s partner acquired its 50 % equity interest in the entity and the mezzanine loan held by the Company was repaid in full. During the three months ended March 31, 2021, the Company recorded $ 0.6 million of interest income on the mezzanine loan.
In January 2022, the Company and SAFE entered into an agreement pursuant to which SAFE would acquire land and a related Ground Lease originated by the Company when certain construction related conditions are met. The purchase price to be paid is a maximum of $ 36.0 million (refer to Note 5), plus an amount necessary for the Company to achieve the greater of a 1.05 x multiple and a 10 % return on its investment. There can be no assurance that the conditions to closing will be satisfied and that SAFE will acquire the land and Ground Lease from the Company.
In February 2022, the Loan Fund (refer to Other Strategic Investments below) committed to provide a $ 130.0 million loan to the ground lessee of a Ground Lease originated at SAFE. The loan is for the Ground Lease tenant’s recapitalization of a life science office property. The Loan Fund received $ 9.0 million of consideration from SAFE in connection with this transaction.
Ground Lease Plus Fund —The Company formed and manages an investment fund that targets the origination and acquisition of Ground Leases for commercial real estate projects that are in a pre-development phase (the “Ground Lease Plus Fund”). The Company owns a 53 % noncontrolling equity interest in the Ground Lease Plus Fund. The Company does not have a controlling interest in the Ground Lease Plus Fund due to the substantive participating rights of its partner and accounts for this investment as an equity method investment. In addition, the Ground Lease Plus Fund has first look rights through December 2023 on qualifying pre-development projects that SAFE has elected to not originate.
In January 2022, the Company sold two Ground Leases to the Ground Lease Plus Fund (refer to Note 5) and recognized an aggregate $ 0.5 million of gains in “Income from sales of real estate” on the sale. The Company and SAFE entered into an agreement pursuant to which SAFE would acquire the land properties and related Ground Leases from the Ground Lease Plus Fund when certain construction related conditions are met by a specified time period (refer to “Safehold Inc.” above).
In November 2021, the Company acquired land for $ 33.3 million and simultaneously structured and entered into a Ground Lease on which a multi-family project will be constructed. In December 2021, the Company sold the Ground Lease to the Ground Lease Plus Fund and recognized no gain or loss on the sale. The Company and SAFE entered into an agreement pursuant to which SAFE would acquire the land and related Ground Lease from the Ground Lease Plus Fund when certain construction related conditions are met by a specified time period (refer to “Safehold Inc.” above).
Other real estate equity investments —As of March 31, 2022, the Company’s other real estate equity investments include equity interests in real estate ventures ranging from 48 % to 95 %, comprised of investments of $ 43.2 million in operating properties and $ 0.2 million in land assets. As of December 31, 2021, the Company’s other real estate equity investments included $ 43.3 million in operating properties and $ 1.1 million in land assets.
Other strategic investments —As of March 31, 2022 and December 31, 2021, the Company also had investments in real estate related funds and other strategic investments in real estate entities.
In January 2021, the Company sold two loans for $ 83.4 million to a newly formed entity in which the Company owns a 53.0 % noncontrolling equity interest (the “Loan Fund”). The Company did no t recognize any gain or loss on the sales. In September 2021, the Company transferred a $ 75.0 million construction loan commitment to the Loan Fund. The Company does not have a controlling interest in the Loan Fund due to the substantive participating rights of its partner. The Company accounts for this investment as an equity method investment and receives a fixed annual fee in exchange for managing the entity.
23
iStar Inc.
Notes to Consolidated Financial Statements (Continued)
(unaudited)
Table of Contents
In February 2022, the Loan Fund committed to provide a $ 130.0 million loan to the ground lessee of a Ground Lease originated at SAFE. The loan was for the Ground Lease tenant’s recapitalization of a life science office property.
Summarized investee financial information — The following table presents the investee level summarized financial information for the Company’s equity method investment that was significant as of March 31, 2022 ($ in thousands):
Revenues
Expenses
Net Income Attributable to Parent
For the Three Months Ended March 31, 2022
SAFE
$
60,363
$
37,732
$
24,873
For the Three Months Ended March 31, 2021
SAFE
$
43,507
$
27,174
$
16,908
Note 9—Other Assets and Other Liabilities
Deferred expenses and other assets, net, consist of the following items ($ in thousands): (1)
As of
March 31, 2022
December 31, 2021
Intangible assets, net (2)
$
1,156
$
1,209
Restricted cash
51,047
54,395
Operating lease right-of-use assets (3)
19,349
20,437
Other assets (4)
19,444
16,040
Other receivables
3,648
5,054
Leasing costs, net (5)
789
818
Corporate furniture, fixtures and equipment, net (6)
1,832
1,852
Deferred financing fees, net
417
629
Deferred expenses and other assets, net
$
97,682
$
100,434
(1) Certain items have been reclassified to “Real estate and other assets available and held for sale and classified as discontinued operations” (refer to Note 3).
(2) Intangible assets, net includes above market and in-place lease assets and lease incentives related to the acquisition of real estate assets. Accumulated amortization on intangible assets, net was $ 9.2 million and $ 10.2 million as of March 31, 2022 and December 31, 2021, respectively. These intangible lease assets are amortized over the remaining term of the lease. The amortization expense for in-place leases was $ 0.6 million for the three months ended March 31, 2021. This amount is included in “Depreciation and amortization” in the Company’s consolidated statements of operations. As of March 31, 2022, the weighted average remaining amortization period for the Company’s intangible assets was approximately 5.6 years.
(3) Right-of-use lease assets relate primarily to the Company’s leases of office space. Right-of use lease assets initially equal the lease liability. For operating leases, rent expense is recognized on a straight-line basis over the term of the lease and is recorded in “General and administrative” and “Real estate expense” in the Company’s consolidated statements of operations. During the three months ended March 31, 2022 and 2021, the Company recognized $ 1.2 million and $ 1.2 million, respectively, in "General and administrative" and $ 0.1 million and $ 0.2 million, respectively, in "Real estate expense" in its consolidated statements of operations relating to operating leases.
(4) Other assets primarily includes prepaid expenses, deposits for certain real estate assets and management fees and expense reimbursements due from SAFE (refer to Note 8).
(5) Accumulated amortization of leasing costs was $ 0.9 million and $ 1.1 million as of March 31, 2022 and December 31, 2021, respectively.
(6) Accumulated depreciation on corporate furniture, fixtures and equipment was $ 14.9 million and $ 14.8 million as of March 31, 2022 and December 31, 2021, respectively.
24
iStar Inc.
Notes to Consolidated Financial Statements (Continued)
(unaudited)
Table of Contents
Accounts payable, accrued expenses and other liabilities consist of the following items ($ in thousands):
As of
March 31, 2022
December 31, 2021
Other liabilities (1)
$
35,565
30,362
Accrued expenses
115,461
151,810
Operating lease liabilities (see table above)
21,809
23,267
Accrued interest payable
26,051
31,293
Accounts payable, accrued expenses and other liabilities
$
198,886
$
236,732
(1) As of March 31, 2022 and December 31, 2021, other liabilities includes $ 20.8 million and $ 20.1 million, respectively, of deferred income. As of March 31, 2022 and December 31, 2021, other liabilities includes $ 0.1 million and $ 0.1 million, respectively, of expected credit losses for unfunded loan commitments.
Note 10—Debt Obligations, net
The Company’s debt obligations were as follows ($ in thousands):
Carrying Value as of
Stated
Scheduled
March 31, 2022
December 31, 2021
Interest Rates
Maturity Date
Secured credit facilities:
Revolving Credit Facility
$
—
$
—
LIBOR + 2.00
% (1)
September 2022
Senior Term Loan
—
491,875
LIBOR + 2.75
% (2)
—
Total secured credit facilities
—
491,875
Unsecured notes:
3.125 % senior convertible notes (3)
287,500
287,500
3.125
%
September 2022
4.75 % senior notes (4)
775,000
775,000
4.75
%
October 2024
4.25 % senior notes (5)
550,000
550,000
4.25
%
August 2025
5.50 % senior notes (6)
400,000
400,000
5.50
%
February 2026
Total unsecured notes
2,012,500
2,012,500
Other debt obligations:
Trust preferred securities
100,000
100,000
LIBOR + 1.50
%
October 2035
Total debt obligations
2,112,500
2,604,375
Debt discounts and deferred financing costs, net
( 28,248 )
( 32,201 )
Total debt obligations, net (7)
$
2,084,252
$
2,572,174
(1) The Revolving Credit Facility bears interest at the Company’s election of either: (i) a base rate, which is the greater of (a) prime, (b) federal funds plus 0.50 % or (c) LIBOR plus 1.0 % and subject to a margin ranging from 1.00 % to 1.50 % ; or (ii) LIBOR subject to a margin ranging from 2.00 % to 2.50 % . At maturity, the Company may convert outstanding borrowings to a one year term loan which matures in quarterly installments through September 2023.
(2) The loan accrued interest at the Company’s election of either: (i) a base rate, which is the greater of (a) prime, (b) federal funds plus 0.50 % or (c) LIBOR plus 1.0 % and subject to a margin of 1.75 % ; or (ii) LIBOR subject to a margin of 2.75 % .
(3) The Company’s 3.125 % senior convertible fixed rate notes due September 2022 (“ 3.125 % Convertible Notes”) are convertible at the option of the holders (refer to Note 18) at any time prior to the close of business on the business day immediately preceding September 15, 2022. The conversion rate as of March 31, 2022 was 72.3126 shares per $1,000 principal amount of 3.125 % Convertible Notes, which equals a conversion price of $ 13.83 per share. The conversion rate is subject to adjustment from time to time for specified events. Upon conversion, the Company will pay or deliver, as the case may be, a combination of cash and shares of its common stock. During both the three months ended March 31, 2022 and 2021, the Company recognized $ 2.2 million of contractual interest on the 3.125 % Convertible Notes.
(4) The Company can prepay these senior notes without penalty beginning July 1, 2024.
(5) The Company can prepay these senior notes without penalty beginning May 1, 2025.
(6) The Company can prepay these senior notes without penalty beginning August 15, 2024.
(7) The Company capitalized interest relating to development activities of $ 0.3 million and $ 0.2 million during the three months ended March 31, 2022 and 2021, respectively.
25
iStar Inc.
Notes to Consolidated Financial Statements (Continued)
(unaudited)
Table of Contents
Future Scheduled Maturities —As of March 31, 2022, future scheduled maturities of outstanding debt obligations are as follows ($ in thousands):
Unsecured Debt
Secured Debt
Total
2022 (remaining nine months) (1)
$
287,500
$
—
$
287,500
2023
—
—
—
2024
775,000
—
775,000
2025
550,000
—
550,000
2026
400,000
—
400,000
Thereafter
100,000
—
100,000
Total principal maturities
2,112,500
—
2,112,500
Unamortized discounts and deferred financing costs, net
( 28,248 )
—
( 28,248 )
Total debt obligations, net
$
2,084,252
$
—
$
2,084,252
(1) Refer to Note 18.
Senior Term Loan —The Company had a $ 650.0 million senior term loan (the “Senior Term Loan”) that accrued interest at LIBOR plus 2.75 % per annum and matured in June 2023. The Senior Term Loan was secured by pledges of equity of certain subsidiaries that own a defined pool of assets. The Senior Term Loan permitted substitution of collateral, subject to overall collateral pool coverage and concentration limits, over the life of the facility. The Company repaid the Senior Term Loan in full in March 2022 using proceeds from the Net Lease Sale (refer to Note 3 - Net Lease Sale and Discontinued Operations). During the three months ended March 31, 2022, the Company incurred a “Loss on extinguishment of debt” of $ 1.4 million in connection with the repayment of the Senior Term Loan.
Revolving Credit Facility —The Company has a secured revolving credit facility with a maximum capacity of $ 350.0 million that matures in September 2022 (the “Revolving Credit Facility”). Outstanding borrowings under the Revolving Credit Facility are secured by pledges of the equity interests in the Company’s subsidiaries that own a defined pool of assets. Borrowings under this credit facility bear interest at a floating rate indexed to one of several base rates plus a margin which adjusts upward or downward based upon the Company’s corporate credit rating, ranging from 1.0 % to 1.5 % in the case of base rate loans and from 2.0 % to 2.5 % in the case of LIBOR loans. In addition, there is an undrawn credit facility commitment fee that ranges from 0.25 % to 0.45 %, based on corporate credit ratings. At maturity, the Company may convert outstanding borrowings to a one year term loan which matures in quarterly installments through September 2023. As of March 31, 2022, based on the Company’s borrowing base of assets, the Company had the ability to draw $ 59.9 million without pledging any additional assets to the facility.
Unsecured Notes —As of March 31, 2022, the Company has senior unsecured notes outstanding with varying fixed-rates and maturities ranging from September 2022 to February 2026. In connection with the Net Lease Sale, in the fourth quarter 2021, the Company obtained the consents of holders of its outstanding 4.75 % senior notes due 2024, 4.25 % senior notes due 2025 and 5.50 % senior notes due 2026 to certain amendments to the indentures governing the notes intended to align the indentures with the potential sale of the Company's net lease assets. The Company paid holders consent fees ranging from 0.75 % to 1.00 % of the principal amount of consenting notes, depending on the relevant series. The Company’s senior unsecured notes are interest only, are generally redeemable at the option of the Company and contain certain financial covenants (see below).
Debt Covenants —The Company’s outstanding unsecured debt securities contain corporate level covenants that include a covenant to maintain a ratio of unencumbered assets to unsecured indebtedness, as such terms are defined in the indentures governing the debt securities, of at least 1.3 x and a covenant restricting certain incurrences of debt based on a fixed charge coverage ratio. If any of the Company’s covenants are breached and not cured within applicable cure periods, the breach could result in acceleration of its debt securities unless a waiver or modification is agreed upon with the requisite percentage of the bondholders.
26
iStar Inc.
Notes to Consolidated Financial Statements (Continued)
(unaudited)
Table of Contents
The Company’s Revolving Credit Facility contains certain covenants, including covenants relating to collateral coverage, restrictions on fundamental changes, transactions with affiliates, matters relating to the liens granted to the lenders and the delivery of information to the lenders. The Revolving Credit Facility is secured by a borrowing base of assets and requires the Company to maintain both borrowing base asset value of at least 1.5 x outstanding borrowings on the facility and a consolidated ratio of cash flow to fixed charges of at least 1.5 x. The Revolving Credit Facility does not require that proceeds from the borrowing base be used to pay down outstanding borrowings provided the borrowing base asset value remains at least 1.5 x outstanding borrowings on the facility. To satisfy this covenant, the Company has the option to pay down outstanding borrowings or substitute assets in the borrowing base. Under the Revolving Credit Facility the Company is permitted to pay dividends provided that no material default (as defined in the relevant agreement) has occurred and is continuing or would result therefrom and the Company remains in compliance with its financial covenants after giving effect to the dividend.
The Company’s Revolving Credit Facility contains cross default provisions that would allow the lenders to declare an event of default and accelerate the Company’s indebtedness to them if the Company fails to pay amounts due in respect of its other recourse indebtedness in excess of specified thresholds or if the lenders under such other indebtedness are otherwise permitted to accelerate such indebtedness for any reason. The indentures governing the Company’s unsecured public debt securities permit the bondholders to declare an event of default and accelerate the Company’s indebtedness to them if the Company’s other recourse indebtedness in excess of specified thresholds is not paid at final maturity or if such indebtedness is accelerated.
Note 11—Commitments and Contingencies
Unfunded Commitments —The Company generally funds construction and development loans and build-outs of space in real estate assets over a period of time if and when the borrowers and tenants meet established milestones and other performance criteria. The Company refers to these arrangements as Performance-Based Commitments. In addition, the Company has committed to invest capital in several real estate funds and other ventures. These arrangements are referred to as Strategic Investments.
As of March 31, 2022, the maximum amount of fundings the Company may be required to make under each category, assuming all performance hurdles and milestones are met under the Performance-Based Commitments and that 100 % of its capital committed to Strategic Investments is drawn down, are as follows ($ in thousands):
Loans and Other
Lending
Real
Other
Investments
Estate
Investments
Total
Performance-Based Commitments
$
4,235
$
8,111
$
108,650
$
120,996
Strategic Investments
—
5,061
2,325
7,386
Total
$
4,235
$
13,172
$
110,975
$
128,382
27
iStar Inc.
Notes to Consolidated Financial Statements (Continued)
(unaudited)
Table of Contents
Other Commitments —Future minimum lease obligations under non-cancelable operating leases as of March 31, 2022 are as follows ($ in thousands):
Operating (1)
2022 (remaining nine months)
$
4,929
2023
6,295
2024
6,178
2025
6,166
2026
142
Thereafter
162
Total undiscounted cash flows
23,872
Present value discount (1)
( 2,063 )
Lease liabilities
$
21,809
(1) The lease liability equals the present value of the minimum rental payments due under the lease discounted at the rate implicit in the lease or the Company’s incremental secured borrowing rate for similar collateral. For operating leases, lease liabilities were discounted at the Company’s weighted average incremental secured borrowing rate for similar collateral estimated to be 4.7 % and the weighted average remaining lease term is 4.4 years. During the three months ended March 31, 2022 and 2021, the Company made payments of $ 1.7 million and $ 0.8 million, respectively, related to its operating leases and $ 1.3 million and $ 1.4 million, respectively, related to its finance leases with SAFE .
Legal Proceedings —The Company and/or one or more of its subsidiaries is party to various pending litigation matters that are considered ordinary routine litigation incidental to the Company’s business as a finance and investment company focused on the commercial real estate industry, including foreclosure-related proceedings. The Company believes it is not a party to, nor are any of its properties the subject of, any pending legal proceeding that would have a material adverse effect on the Company’s consolidated financial statements.
Note 12—Derivatives
The Company’s use of derivative financial instruments has historically been limited to the utilization of interest rate swaps, interest rate caps and foreign exchange contracts. The principal objective of such financial instruments is to minimize the risks and/or costs associated with the Company’s operating and financial structure and to manage its exposure to interest rates and foreign exchange rates. The Company may have derivatives that are not designated as hedges because they do not meet the strict hedge accounting requirements. Although not designated as hedges, such derivatives are entered into to manage the Company’s exposure to interest rate movements and other identified risks.
28
iStar Inc.
Notes to Consolidated Financial Statements (Continued)
(unaudited)
Table of Contents
The table below presents the fair value of the Company’s derivative financial instruments as well as their classification on the consolidated balance sheets as of March 31, 2022 and December 31, 2021 ($ in thousands): (1)
Derivative Liabilities
Balance Sheet
Fair
As of March 31, 2022
Location
Value
Derivatives Designated in Hedging Relationships
Interest rate swaps
Liabilities associated with real estate held for sale and classified as discontinued operations
$
—
Total
$
—
As of December 31, 2021
Derivatives Designated in Hedging Relationships
Interest rate swaps
Liabilities associated with real estate held for sale and classified as discontinued operations
$
8,395
Total
$
8,395
(1) Over the next 12 months, the Company expects that $ 2.6 million related to its proportionate share of cash flow hedges held by SAFE will be reclassified from “Accumulated other comprehensive income (loss)” as a decrease to earnings from equity method investments.
The table below presents the effect of the Company’s derivative financial instruments, including the Company’s share of derivative financial instruments at certain of its equity method investments, in the consolidated statements of operations and the consolidated statements of comprehensive income (loss) ($ in thousands):
Amount of Gain
Amount of Gain
Location of Gain
(Loss) Recognized in
(Loss) Reclassified
(Loss)
Accumulated Other
from Accumulated
Derivatives Designated in
When Recognized in
Comprehensive
Other Comprehensive
Hedging Relationships
Income
Income
Income into Earnings
For the Three Months Ended March 31, 2022
Interest rate swaps
Earnings from equity method investments
2,755
( 621 )
For the Three Months Ended March 31, 2021
Interest rate swaps
Net income from discontinued operations
$
3,335
$
( 2,104 )
Interest rate swaps
Earnings from equity method investments
8,638
( 234 )
29
iStar Inc.
Notes to Consolidated Financial Statements (Continued)
(unaudited)
Table of Contents
Note 13—Equity
Preferred Stock —The Company had the following series of Cumulative Redeemable Preferred Stock outstanding as of March 31, 2022 and December 31, 2021:
Cumulative Preferential Cash
Dividends (1)(2)
Shares Issued
and
Annual
Carrying
Outstanding
Par
Liquidation
Rate per
Dividend
Value
Series
(in thousands)
Value
Preference (3)
Annum
per share
(in thousands)
D
4,000
$
0.001
$
25.00
8.00
%
$
2.00
$
89,041
G
3,200
0.001
25.00
7.65
%
1.91
72,664
I
5,000
0.001
25.00
7.50
%
1.88
120,785
Total
12,200
$
282,490
(1) Holders of shares of the Series D, G and I preferred stock are entitled to receive dividends, when and as declared by the Company’s Board of Directors, out of funds legally available for the payment of dividends. Dividends are cumulative from the date of original issue and are payable quarterly in arrears on or before the 15th day of each March, June, September and December or, if not a business day, the next succeeding business day. Any dividend payable on the preferred stock for any partial dividend period will be computed on the basis of a 360-day year consisting of twelve 30-day months. Dividends will be payable to holders of record as of the close of business on the first day of the calendar month in which the applicable dividend payment date falls or on another date designated by the Company’s Board of Directors for the payment of dividends that is not more than 30 nor less than 10 days prior to the dividend payment date.
(2) The Company declared and paid dividends of $ 2.0 million, $ 1.5 million and $ 2.3 million on its Series D, G and I Cumulative Redeemable Preferred Stock during both the three months ended March 31, 2022 and 2021. The character of the 2021 dividends was 100 % capital gain distribution, of which 18.31 % represented unrecaptured section 1250 gain.
(3) The Company may, at its option, redeem the Series G and I Preferred Stock, in whole or in part, at any time and from time to time, for cash at a redemption price equal to 100 % of the liquidation preference of $ 25.00 per share, plus accrued and unpaid dividends, if any, to the redemption date.
Dividends —To maintain its qualification as a REIT, the Company must annually distribute, at a minimum, an amount equal to 90% of its taxable income, excluding net capital gains, and must distribute 100% of its taxable income (including net capital gains) to eliminate corporate federal income taxes payable by the REIT. The Company has recorded NOLs and may record NOLs in the future, which may reduce its taxable income in future periods and lower or eliminate entirely the Company’s obligation to pay dividends for such periods in order to maintain its REIT qualification. As of December 31, 2020, the Company had $ 529.6 million of NOL carryforwards at the corporate REIT level that can generally be used to offset both ordinary taxable income and capital gain net income in future years. The NOL carryforwards will begin to expire in 2032 and will fully expire in 2036 if unused. The amount of NOL carryforwards as of December 31, 2021 will be determined upon finalization of the Company’s 2021 tax return. Because taxable income differs from cash flow from operations due to non-cash revenues and expenses (such as depreciation and certain asset impairments), in certain circumstances, the Company may generate operating cash flow in excess of its dividends, or alternatively, may need to make dividend payments in excess of operating cash flows. The Senior Term Loan and the Revolving Credit Facility permit the Company to pay common dividends with no restrictions so long as the Company is not in default on any of its debt obligations. The Company declared common stock dividends of $ 8.7 million, or $ 0.125 per share, for the three months ended March 31, 2022 and $ 8.2 million, or $ 0.11 per share, for the three months ended March 31, 2021. The character of the 2021 dividends was 100 % capital gain distribution, of which 18.31 % represented unrecaptured section 1250 gain.
Stock Repurchase Program —The Company may repurchase shares in negotiated transactions or open market transactions, including through one or more trading plans. The Company did not repurchase any shares of its common stock during the three months ended March 31, 2022. During the three months ended March 31, 2021, the Company repurchased 0.7 million shares of its outstanding common stock for $ 12.4 million, for an average cost of $ 17.20 per share. The Company is generally authorized to repurchase up to $ 50.0 million in shares of its common stock and in February 2022, the Company's Board of Directors authorized an increase to the stock repurchase program to $ 50.0 million. As of March 31, 2022, the Company had remaining authorization to repurchase up to $ 50.0 million of common stock under its stock repurchase program.
30
iStar Inc.
Notes to Consolidated Financial Statements (Continued)
(unaudited)
Table of Contents
Accumulated Other Comprehensive Income (Loss) — “Accumulated other comprehensive income (loss)” reflected in the Company’s shareholders’ equity is comprised of the following ($ in thousands):
As of
March 31, 2022
December 31, 2021
Unrealized gains on available-for-sale securities
$
1,224
$
4,237
Unrealized losses on cash flow hedges
( 22,448 )
( 25,824 )
Accumulated other comprehensive loss
$
( 21,224 )
$
( 21,587 )
Note 14—Stock-Based Compensation Plans and Employee Benefits
Stock-Based Compensation —The Company recorded stock-based compensation (income) expense, including the expense related to performance incentive plans (see below), of ($ 12.4 ) million and $ 5.5 million for the three months ended March 31, 2022 and 2021, respectively, in “General and administrative” in the Company’s consolidated statements of operations.
Performance Incentive Plans —The Company’s Performance Incentive Plans (“iPIP”) are designed to provide, primarily to senior executives and select professionals engaged in the Company’s investment activities, long-term compensation which has a direct relationship to the realized returns on investments included in the plans. Awards vest over six years , with 40 % being vested at the end of the second year and 15 % each year thereafter. As of March 31, 2022, there are five iPIP Plans, each covering a two-year investment period beginning with the 2013-2014 Plan through the 2021-2022 Plan.
2019-2022 iPIP Plans —The Company’s 2019-2020 and 2021-2022 iPIP plans are equity-classified awards which are measured at the grant date fair value and recognized as compensation cost in “General and administrative” in the Company’s consolidated statements of operations and “Noncontrolling interests” in the Company’s consolidated statements of changes in equity over the requisite service period. Investments in the 2019-2022 iPIP plans are held by consolidated subsidiaries of the Company and have two ownership classes, class A units and class B units. The Company owns 100 % of the class A units and the class B units were issued to employees as long-term compensation. Except for certain clawback provisions, participants can retain vested class B units upon their termination of employment with the Company. The class B units are entitled to distributions from the net cash realized from the investments in the plan after the Company, through its ownership of the class A units, has received a specified return on its invested capital and a return of its invested capital. Distributions on the class B units are also subject to reductions under a total shareholder return (“TSR”) adjustment. The fair value of the class B units was determined using a model that forecasts the underlying cash flows from the investments within the entity to which the class B units have ownership rights. During the three months ended March 31, 2022 and 2021, the Company recorded $ 1.3 million and $ 1.4 million, respectively, of expense related to the 2019-2022 iPIP plans. Distributions on the class B units are expected to be 50 % in cash and 50 % in shares of the Company’s common stock; provided, however, that (a) the cash portion will be increased if the Company does not have sufficient shares available under shareholder approved equity plans; and (b) if the principal remaining material asset in a plan is unsold SAFE shares, the Company may elect to distribute SAFE shares in lieu of cash and Company stock.
The following is a summary of the status of the Company’s equity-classified iPIP plans and changes during the three months ended March 31, 2022.
iPIP Investment Pool
2019-2020
2021-2022
Points at beginning of period
95.20
84.75
Granted
—
7.95
Forfeited
—
( 0.35 )
Points at end of period
95.20
92.35
As of March 31, 2022, investments with an aggregate gross book value of $ 764 million, including 26.7 million shares of SAFE common stock acquired by the Company, were attributable to the 2019-2020 Plan and investments with an
31
iStar Inc.
Notes to Consolidated Financial Statements (Continued)
(unaudited)
Table of Contents
aggregate gross book value of $ 416 million, including 5.0 million shares of SAFE common stock acquired by the Company, were attributable to the 2021-2022 Plan.
2013-2018 iPIP Plans —The remainder of the Company’s iPIP plans, as shown in the table below, are liability-classified awards and are remeasured each reporting period at fair value until the awards are settled. Certain employees will be granted awards that entitle employees to receive the residual cash flows from the investments in the plans after the Company has received a specified return on its invested capital and a return of its invested capital. Awards are also subject to reductions under a TSR adjustment. The fair value of awards is determined using a model that forecasts the Company’s projected investment performance. Settlement of the awards will be 50 % in cash and 50 % in shares of the Company’s common stock or in shares of SAFE’s common stock owned by the Company.
The following is a summary of the status of the Company’s liability-classified iPIP plans and changes during the three months ended March 31, 2022.
iPIP Investment Pool
2013 ‑ 2014
2015 ‑ 2016
2017 ‑ 2018
Points at beginning of period
80.17
70.40
75.34
Granted
—
—
—
Points at end of period
80.17
70.40
75.34
During the three months ended March 31, 2022, the Company recorded a $ 16.0 million reduction of expense related to the 2013-2018 iPIP plans, primarily due to a decrease in the price per share of SAFE common stock. During the three months ended March 31, 2021, the Company recorded $ 2.4 million of expense related to the 2013-2018 iPIP plans.
As of March 31, 2022, investments with an aggregate gross book value of $ 13 million were attributable to the 2013-2014 Plan and investments with an aggregate gross book value of $ 277 million, including 7.6 million shares of SAFE common stock acquired by the Company, were attributable to the 2017-2018 Plan. As of March 31, 2022 there were no investments attributable to the 2015-2016 Plan.
During the three months ended March 31, 2021, the Company made distributions to participants in the 2015-2016 investment pool. The iPIP participants received total distributions in the amount of $ 2.8 million as compensation, comprised of cash and 86,807 shares of the Company’s common stock with a fair value of $ 17.72 per share, which are fully-vested and issued under the 2009 LTIP. After deducting statutory minimum tax withholdings, a total of 51,854 shares of the Company’s common stock were issued.
As of March 31, 2022 and December 31, 2021, the Company had accrued compensation costs relating to iPIP of $ 102.4 million and $ 116.6 million, respectively, which are included in “Accounts payable, accrued expenses and other liabilities” on the Company’s consolidated balance sheets.
Long-Term Incentive Plan —The Company’s 2009 Long-Term Incentive Plan (the “2009 LTIP”) is designed to provide incentive compensation for officers, key employees, directors and advisors of the Company. The 2009 LTIP provides for awards of stock options, shares of restricted stock, phantom shares, restricted stock units, dividend equivalent rights and other share-based performance awards. All awards under the 2009 LTIP are made at the discretion of the Company’s Board of Directors or a committee of the Board of Directors. The Company’s shareholders approved the 2009 LTIP in 2009 and approved the performance-based provisions of the 2009 LTIP, as amended, in 2014. In May 2021, the Company’s shareholders approved an increase in the number of shares available for issuance under the 2009 LTIP from a maximum of 8.9 million to 9.9 million and extended the expiration date of the 2009 LTIP from May 2029 to May 2031.
As of March 31, 2022, an aggregate of 2.8 million shares remain available for issuance pursuant to future awards under the Company’s 2009 LTIP.
32
iStar Inc.
Notes to Consolidated Financial Statements (Continued)
(unaudited)
Table of Contents
Restricted Stock Unit Activity —A summary of the Company’s stock-based compensation awards to certain employees in the form of long-term incentive awards for the three months ended March 31, 2022, is as follows (in thousands):
Nonvested at beginning of period
754
Granted
212
Vested
( 270 )
Forfeited
( 4 )
Nonvested at end of period
692
As of March 31, 2022, there was $ 9.4 million of total unrecognized compensation cost related to all unvested restricted stock units that are expected to be recognized over a weighted average remaining vesting/service period of 1.78 years.
Directors’ Awards —During the three months ended March 31, 2022, the Company issued 478 common stock equivalents (“CSEs”) at a fair value of $ 23.99 per CSE in respect of dividend equivalents on outstanding CSEs. As of March 31, 2022, a combined total of 130,414 CSEs and restricted shares of common stock granted to members of the Company’s Board of Directors remained outstanding under the Company’s Non-Employee Directors Deferral Plan, with an aggregate intrinsic value of $ 3.1 million.
401(k) Plan — The Company made contributions of $ 0.8 million and $ 0.5 million for the three months ended March 31, 2022 and 2021, respectively, to the Company’s 401(k) Plan.
Note 15—Earnings Per Share
The following table presents a reconciliation of income from operations used in the basic and diluted earnings per share (“EPS”) calculations ($ in thousands, except for per share data):
For the Three Months Ended March 31,
2022
2021
Net loss from continuing operations
$
( 1,888 )
$
( 14,497 )
Net loss from continuing operations attributable to noncontrolling interests
18
44
Preferred dividends
( 5,874 )
( 5,874 )
Net loss from continuing operations and allocable to common shareholders for basic and diluted earnings per common share
$
( 7,744 )
$
( 20,327 )
33
iStar Inc.
Notes to Consolidated Financial Statements (Continued)
(unaudited)
Table of Contents
For the Three Months Ended March 31,
2022
2021
Earnings allocable to common shares:
Numerator for basic and diluted earnings per share:
Net loss from continuing operations and allocable to common shareholders
$
( 7,744 )
$
( 20,327 )
Net income from discontinued operations
797,688
22,486
Net (income) from discontinued operations attributable to noncontrolling interests
( 179,089 )
( 2,564 )
Net income (loss) allocable to common shareholders
$
610,855
$
( 405 )
Denominator for basic and diluted earnings per share:
Weighted average common shares outstanding for basic and diluted earnings per common share
69,037
73,901
Basic and diluted earnings per common share: (1)
Net loss from continuing operations and allocable to common shareholders
$
( 0.11 )
$
( 0.28 )
Net income from discontinued operations and allocable to common shareholders
8.96
0.27
Net income (loss) allocable to common shareholders
$
8.85
$
( 0.01 )
(1) For the three months ended March 31, 2022 and 2021, the effect of certain of the Company’s restricted stock awards were anti-dilutive due to the Company having a net loss from continuing operations and allocable to common shareholders for the period. For the three months ended March 31, 2022 and 2021, 8,829,274 and 2,893,787 shares, respectively, of the 3.125 % Convertible Notes were antidilutive based upon the conversion price for such periods.
Note 16—Fair Values
Fair value represents the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The following fair value hierarchy prioritizes the inputs to be used in valuation techniques to measure fair value:
Level 1: Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities;
Level 2: Quoted prices in markets that are not active, or inputs which are observable, either directly or indirectly, for substantially the full term of the asset or liability; and
Level 3: Prices or valuation techniques that require inputs that are both significant to the fair value measurement and unobservable (i.e., supported by little or no market activity).
Certain of the Company’s assets and liabilities are recorded at fair value either on a recurring or non-recurring basis. Assets required to be marked-to-market and reported at fair value every reporting period are classified as being valued on a recurring basis. Assets not required to be recorded at fair value every period may be recorded at fair value if a specific provision or other impairment is recorded within the period to mark the carrying value of the asset to market as of the reporting date. Such assets are classified as being valued on a non-recurring basis.
34
iStar Inc.
Notes to Consolidated Financial Statements (Continued)
(unaudited)
Table of Contents
The following fair value hierarchy table summarizes the Company’s assets and liabilities recorded at fair value on a recurring and non-recurring basis by the above categories ($ in thousands):
Fair Value Using
Quoted
market
Significant
prices in
other
Significant
active
observable
unobservable
markets
inputs
inputs
Total
(Level 1)
(Level 2)
(Level 3)
As of March 31, 2022
Recurring basis:
Available-for-sale securities (1)
$
24,864
$
—
$
—
$
24,864
As of December 31, 2021
Recurring basis:
Derivative liabilities (1)
$
8,395
$
—
$
8,395
$
—
Available-for-sale securities (1)
28,092
—
—
28,092
(1) The fair value of the Company’s derivatives are based upon widely accepted valuation techniques utilized by a third-party specialist using observable inputs such as interest rates and contractual cash flow and are classified as Level 2. The fair value of the Company’s available-for-sale securities are based upon unadjusted third-party broker quotes and are classified as Level 3
The following table summarizes changes in Level 3 available-for-sale securities reported at fair value on the Company’s consolidated balance sheets for the three months ended March 31, 2022 and 2021 ($ in thousands):
2022
2021
Beginning balance
$
28,092
$
25,274
Repayments
( 215 )
( 200 )
Unrealized losses recorded in other comprehensive income
( 3,013 )
( 1,031 )
Ending balance
$
24,864
$
24,043
35
iStar Inc.
Notes to Consolidated Financial Statements (Continued)
(unaudited)
Table of Contents
Fair values of financial instruments— The following table presents the carrying value and fair value for the Company’s financial instruments ($ in millions):
As of March 31, 2022
As of December 31, 2021
Carrying
Fair
Carrying
Fair
Value
Value
Value
Value
Assets
Net investment in leases (refer to Note 5) (1)
$
28
$
28
$
43
$
43
Loans receivable and other lending investments, net (1)
332
342
333
345
Loans receivable held for sale (1)
—
—
43
43
Cash and cash equivalents (2)
1,500
1,500
340
340
Restricted cash (2)
51
51
54
54
Liabilities
Debt obligations, net (1)(3)
Level 1
1,985
2,228
2,473
2,799
Level 3
99
101
99
104
Total debt obligations, net
2,084
2,329
2,572
2,903
(1) The fair value of the Company’s net investment in leases, loans receivable and other lending investments, net, loans receivable held for sale and certain debt obligations are classified as Level 3 within the fair value hierarchy.
(2) The Company determined the carrying values of its cash and cash equivalents and restricted cash approximated their fair values. Restricted cash is recorded in “Deferred expenses and other assets, net” on the Company’s balance sheet. The fair value of the Company’s cash and cash equivalents and restricted cash are classified as Level 1 within the fair value hierarchy.
(3) As of March 31, 2022 and December 31, 2021, t he fair value of the Company’s unsecured notes is classified as Level 1 in the fair value hierarchy. As of March 31, 2022 and December 31, 2021, the fair value of the Company’s 3.125 % Senior Convertible Notes was $ 497.5 million and $ 527.5 million, respectively (refer to Note 18).
Note 17—Segment Reporting
The Company has determined that it has four reportable segments based on how management reviews and manages its business. These reportable segments include: Net Lease, Real Estate Finance, Operating Properties and Land and Development. The Net Lease segment (refer to Note 3 - Net Lease Sale and Discontinued Operations) includes the Company’s investments in SAFE and its Ground Lease adjacent businesses (refer to Note 8). The Real Estate Finance segment includes all of the Company’s activities related to senior and mezzanine real estate loans and real estate related securities. The Operating Properties segment includes the Company’s activities and operations related to its commercial and residential properties. The Land and Development segment includes the Company’s activities related to its developable land portfolio.
The Company evaluates performance-based on the following financial measures for each segment. The Company’s segment information is as follows ($ in thousands):
Net
Real Estate
Operating
Land and
Corporate/
Company
Lease (1)
Finance
Properties
Development
Other (2)
Total
Three Months Ended March 31, 2022
Operating lease income
$
—
$
—
$
2,974
$
135
$
—
$
3,109
Interest income
75
4,873
—
—
—
4,948
Interest income from sales-type leases
356
—
—
—
—
356
Other income
4,459
11
2,661
1,317
192
8,640
Land development revenue
—
—
—
14,900
—
14,900
Earnings from equity method investments
17,800
1,015
45
3,566
2,606
25,032
Income from sales of real estate
492
—
—
—
—
492
Total revenue and other earnings
23,182
5,899
5,680
19,918
2,798
57,477
Real estate expense
( 177 )
—
( 5,891 )
( 4,049 )
—
( 10,117 )
Land development cost of sales
—
—
—
( 14,496 )
—
( 14,496 )
Other expense
( 471 )
( 119 )
—
( 82 )
( 258 )
( 930 )
Allocated interest expense
( 16,215 )
( 3,140 )
( 1,341 )
( 4,243 )
( 4,304 )
( 29,243 )
36
iStar Inc.
Notes to Consolidated Financial Statements (Continued)
(unaudited)
Table of Contents
Allocated general and administrative (3)
( 5,016 )
( 1,124 )
( 478 )
( 2,255 )
( 4,929 )
( 13,802 )
Segment profit (loss) (4)
$
1,303
$
1,516
$
( 2,030 )
$
( 5,207 )
$
( 6,693 )
$
( 11,111 )
Other significant items:
Provision for loan losses
$
—
$
135
$
—
$
—
$
—
$
135
Provision for losses on net investment in leases
281
—
—
—
—
281
Depreciation and amortization
—
—
986
228
143
1,357
Capitalized expenditures
( 211 )
—
220
4,922
—
4,931
Three Months Ended March 31, 2021
Operating lease income
$
—
$
—
$
4,837
$
94
$
—
$
4,931
Interest income
17
9,772
—
—
—
9,789
Interest income from sales-type leases
—
—
—
—
—
—
Other income
3,476
99
2,337
1,389
5,714
13,015
Land development revenue
—
—
—
32,249
—
32,249
Earnings (losses) from equity method investments
11,412
466
( 3,747 )
3,146
491
11,768
Income from sales of real estate
—
—
612
—
—
612
Total revenue and other earnings
14,905
10,337
4,039
36,878
6,205
72,364
Real estate expense
( 458 )
—
( 3,799 )
( 4,462 )
—
( 8,719 )
Land development cost of sales
—
—
—
( 29,323 )
—
( 29,323 )
Other expense
—
( 64 )
—
—
( 189 )
( 253 )
Allocated interest expense
( 14,325 )
( 4,578 )
( 2,043 )
( 3,938 )
( 3,925 )
( 28,809 )
Allocated general and administrative (3)
( 5,937 )
( 1,459 )
( 660 )
( 2,428 )
( 5,447 )
( 15,931 )
Segment profit (loss) (4)
$
( 5,815 )
$
4,236
$
( 2,463 )
$
( 3,273 )
$
( 3,356 )
$
( 10,671 )
Other significant items:
Recovery of loan losses
$
—
$
( 3,642 )
$
—
$
—
$
—
$
( 3,642 )
Impairment of assets
—
—
257
—
—
257
Depreciation and amortization
—
—
1,988
218
195
2,401
Capitalized expenditures
1,268
—
57
4,739
—
6,064
As of March 31, 2022
Real estate, net
$
—
$
—
$
91,434
$
—
$
—
$
91,434
Real estate available and held for sale
—
—
301
—
—
301
Total real estate
—
—
91,735
—
—
91,735
Real estate and other assets available and held for sale and classified as discontinued operations (1)
226,309
—
—
—
—
226,309
Net investment in leases
28,131
—
—
—
—
28,131
Land and development, net
—
—
—
277,421
—
277,421
Loans receivable and other lending investments, net
—
331,839
—
—
—
331,839
Loan receivable held for sale
—
—
—
—
—
—
Other investments
1,453,205
4,627
43,251
190
24,746
1,526,019
Total portfolio assets
1,707,645
336,466
134,986
277,611
24,746
2,481,454
Cash and other assets
1,602,597
Total assets
$
4,084,051
As of December 31, 2021
Real estate, net
$
—
$
—
$
92,150
$
—
$
—
$
92,150
Real estate available and held for sale
—
—
301
—
—
301
Total real estate
—
—
92,451
—
—
92,451
Real estate and other assets available and held for sale and classified as discontinued operations (1)
2,299,711
—
—
—
—
2,299,711
Net investment in leases
43,215
—
—
—
—
43,215
Land and development, net
—
—
—
286,810
—
286,810
Loans receivable and other lending investments, net
—
332,844
—
—
—
332,844
Loan receivable held for sale
43,215
—
—
—
—
43,215
Other investments
1,186,162
48,862
43,252
1,096
17,909
1,297,281
Total portfolio assets
$
3,572,303
$
381,706
$
135,703
$
287,906
$
17,909
4,395,527
Cash and other assets
445,007
Total assets
$
4,840,534
(1) Refer to Note 3 – Net Lease Sale and Discontinued Operations.
(2) Corporate/Other represents all corporate level and unallocated items including any intercompany eliminations necessary to reconcile to consolidated Company totals. This caption also includes the Company’s joint venture investments and strategic investments that are not included in the other reportable segments above.
37
iStar Inc.
Notes to Consolidated Financial Statements (Continued)
(unaudited)
Table of Contents
(3) General and administrative excludes stock-based compensation (income) expense of ($ 12.4 ) million and $ 5.5 million for the three months ended March 31, 2022 and 2021, respectively.
(4) The following is a reconciliation of segment profit to net income (loss) ($ in thousands):
For the Three Months Ended March 31,
2022
2021
Segment loss
$
( 11,111 )
$
( 10,671 )
Less: (Provision for) recovery of loan losses
( 135 )
3,642
Less: Provision for losses on net investment in leases
( 281 )
—
Less: Impairment of assets
—
( 257 )
Less: Stock-based compensation income (expense)
12,427
( 5,508 )
Less: Depreciation and amortization
( 1,357 )
( 2,401 )
Less: Income tax (expense) benefit
( 3 )
698
Less: Loss on early extinguishment of debt, net
( 1,428 )
—
Less: Net income from discontinued operations
797,688
22,486
Net income
$
795,800
$
7,989
Note 18—Subsequent Events
On April 8, 2022, the Company completed separate, privately-negotiated transactions with holders of $ 194 million aggregate principal amount of the Company's 3.125 % Convertible Notes (refer to Note 10) in which the noteholders exchanged their convertible notes with the Company for 13.75 million newly issued shares of the Company's common stock and aggregate cash payments of $ 14 million. The 3.125 % Convertible Senior Notes received by the Company were retired.
38
Table of Contents
Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.