Net Investment in Sales-type Leases and Ground Lease Receivables | Note 4—Net Investment in Sales-type Leases and Ground Lease Receivables The Company classifies certain of its Ground Leases as sales-type leases and records the leases within “Net investment in sales-type leases” on the Company’s consolidated balance sheets and records interest income in “Interest income from sales-type leases” in the Company’s consolidated statements of operations. In addition, the Company may enter into transactions whereby it acquires land and enters into Ground Leases directly with the seller. These Ground Leases qualify as sales-type leases and, as such, do not qualify for sale leaseback accounting and are accounted for as financing receivables in accordance with ASC 310 - Receivables and are included in “Ground Lease receivables” on the Company’s consolidated balance sheets. The Company records interest income from Ground Lease receivables in “Interest income from sales-type leases” in the Company’s consolidated statements of operations. In May 2023, the Company entered into a joint venture with a sovereign wealth fund, which is also an existing shareholder, focused on new acquisitions for certain Ground Lease investments. The Company committed approximately $275 million for a 55% controlling interest in the joint venture and the sovereign wealth fund committed approximately $225 million for a 45% noncontrolling interest in the joint venture. Each party’s commitment is discretionary. The joint venture is a voting interest entity and the Company consolidates the joint venture in its financial statements due to its controlling interest. The Company’s joint venture partners’ interest was recorded in “Noncontrolling interests” on the Company’s consolidated balance sheet as of December 31, 2023. The Company receives a management fee, measured on an asset-by-asset basis, equal to 25 basis points on invested equity for such asset for the first five years following its acquisition, and 15 basis points on invested equity thereafter. The Company will also receive a promote of 15% over a 9% internal rate of return, subject to a 1.275x multiple on invested capital. On August 30, 2024, the Company acquired its partners’ share of the Ground Leases for $48.3 million. The excess of the purchase price and related transactions costs over the carrying value of $46.0 million was recorded as a reduction to additional paid-in capital in the Company’s consolidated statement of changes in equity. Since formation through August 30, 2024, the joint venture acquired nine Ground Leases for an aggregate purchase price of $170.4 million, of which $101.2 million had been funded as of August 30, 2024. The partner's participation right in certain qualifying Ground Lease investment opportunities expired on September 30, 2024. In January 2024, the Company acquired a Ground Lease from the Ground Lease Plus Fund for $38.3 million, excluding amounts funded by the Company pursuant to a leasehold improvement allowance (refer to Note 7 and Note 14). The Company’s net investment in sales-type leases were comprised of the following ($ in thousands): September 30, 2024 December 31, 2023 Total undiscounted cash flows (1) $ 32,964,934 $ 30,586,189 Unguaranteed estimated residual value (1) 3,040,268 2,946,928 Present value discount (32,559,113) (30,277,457) Allowance for credit losses (6,047) (465) Net investment in sales-type leases $ 3,440,042 $ 3,255,195 (1) As of September 30, 2024, total discounted cash flows were approximately $3,414 million and the discounted unguaranteed estimated residual value was $31.6 million. As of December 31, 2023, total discounted cash flows were approximately $3,225 million and the discounted unguaranteed estimated residual value was $30.4 million. The following table presents a rollforward of the Company’s net investment in sales-type leases and Ground Lease receivables for the nine months ended September 30, 2024 and 2023 ($ in thousands): Net Investment in Ground Lease Sales-type Leases Receivables Total Nine Months Ended September 30, 2024 Beginning balance $ 3,255,195 $ 1,622,298 $ 4,877,493 Origination/acquisition/fundings (1) 145,144 137,490 282,634 Accretion 45,285 22,374 67,659 (Provision for) recovery of credit losses (5,582) (3,015) (8,597) Ending balance (2) $ 3,440,042 $ 1,779,147 $ 5,219,189 Net Investment in Ground Lease Sales-type Leases Receivables Total Nine Months Ended September 30, 2023 Beginning balance $ 3,106,599 $ 1,374,716 $ 4,481,315 Impact from adoption of new accounting standard (351) (199) (550) Origination/acquisition/fundings (1) 33,400 170,194 203,594 Accretion 43,061 19,078 62,139 (Provision for) recovery of credit losses (117) (119) (236) Ending balance (2) $ 3,182,592 $ 1,563,670 $ 4,746,262 (1) The net investment in sales-type leases is initially measured at the present value of the fixed and determinable lease payments, including any guaranteed or unguaranteed estimated residual value of the asset at the end of the lease, discounted at the rate implicit in the lease. For newly originated or acquired Ground Leases, the Company’s estimate of residual value equals the fair value of the land at lease commencement. (2) As of September 30, 2024 and December 31, 2023, all of the Company’s net investment in sales-type leases and Ground Lease receivables were current in their payment status. As of September 30, 2024, the Company’s weighted average accrual rate for its net investment in sales-type leases and Ground Lease receivables was 5.3% and 5.5% , respectively. As of September 30, 2024, the weighted average remaining life of the Company’s 40 Ground Lease receivables was 97.5 years. Allowance for Credit Losses Net investment in sales-type leases Stabilized Development Unfunded Three Months Ended September 30, 2024 Properties Properties Commitments Total Allowance for credit losses at beginning of period $ 1,431 $ 91 $ 1 $ 1,523 Provision for (recovery of) credit losses (1) 4,226 299 — 4,525 Allowance for credit losses at end of period (2) $ 5,657 $ 390 $ 1 $ 6,048 Three Months Ended September 30, 2023 Allowance for credit losses at beginning of period $ 259 $ 77 $ 1 $ 337 Provision for (recovery of) credit losses (1) 110 22 — 132 Allowance for credit losses at end of period (2) $ 369 $ 99 $ 1 $ 469 Nine Months Ended September 30, 2024 Allowance for credit losses at beginning of period $ 387 $ 78 $ — $ 465 Provision for (recovery of) credit losses (1) 5,270 312 1 5,583 Allowance for credit losses at end of period (2) $ 5,657 $ 390 $ 1 $ 6,048 Nine Months Ended September 30, 2023 Allowance for credit losses at beginning of period $ — $ — $ — $ — Impact from adoption of new accounting standard (3) 280 71 6 357 Provision for (recovery of) credit losses (1) 89 28 (5) 112 Allowance for credit losses at end of period (2) $ 369 $ 99 $ 1 $ 469 (1) During the three and nine months ended September 30, 2024, the Company recorded a provision for credit losses on net investment in sales-type leases of $4.5 million and $5.6 million, respectively. The provision for credit losses for the three and nine months ended September 30, 2024 was due primarily to elective enhancements to the Company’s general provision for credit loss methodology (refer to Note 3), current market conditions and growth in the portfolio during the period. During the three and nine months ended September 30, 2023, the Company recorded a provision for credit losses on net investment in sales-type leases of $0.1 million and $0.1 million, respectively. The provision for credit losses for the three and nine months ended September 30, 2023 was due primarily to a declining macroeconomic forecast since June 30, 2023 and December 31, 2022, respectively. (2) Allowance for credit losses on unfunded commitments is recorded in “Accounts payable and accrued expenses” on the Company’s consolidated balance sheets. (3) On January 1, 2023, the Company recorded an allowance for credit losses on net investment in sales-type leases of $0.4 million upon the adoption of ASU 2016-13, of which an aggregate of $6 thousand related to expected credit losses for unfunded commitments and was recorded in "Accounts payable, accrued expenses and other liabilities." Changes in the Company’s allowance for credit losses on Ground Lease receivables for the three and nine months ended September 30, 2024 and 2023 were as follows ($ in thousands): Ground Lease receivables Stabilized Development Unfunded Three Months Ended September 30, 2024 Properties Properties Commitments Total Allowance for credit losses at beginning of period $ 471 $ 302 $ 13 $ 786 Provision for (recovery of) credit losses (1) 2,016 595 42 2,653 Allowance for credit losses at end of period (2) $ 2,487 $ 897 $ 55 $ 3,439 Three Months Ended September 30, 2023 Allowance for credit losses at beginning of period $ 94 $ 127 $ 60 $ 281 Provision for (recovery of) credit losses (1) 40 57 (3) 94 Allowance for credit losses at end of period (2) $ 134 $ 184 $ 57 $ 375 Nine Months Ended September 30, 2024 Allowance for credit losses at beginning of period $ 123 $ 246 $ 37 $ 406 Provision for (recovery of) credit losses (1) 2,364 651 18 3,033 Allowance for credit losses at end of period (2) $ 2,487 $ 897 $ 55 $ 3,439 Nine Months Ended September 30, 2023 Allowance for credit losses at beginning of period $ — $ — $ — $ — Impact from adoption of new accounting standard (3) 102 97 84 283 Provision for (recovery of) credit losses (1) 32 87 (27) 92 Allowance for credit losses at end of period (2) $ 134 $ 184 $ 57 $ 375 (1) During the three and nine months ended September 30, 2024, the Company recorded a provision for credit losses on Ground Lease receivables of $2.7 million and $3.0 million, respectively. The provision for credit losses for the three and nine months ended September 30, 2024 was due primarily to elective enhancements to the Company’s general provision for credit loss methodology (refer to Note 3), current market conditions and growth in the portfolio during the period. During the three and nine months ended September 30, 2023, the Company recorded a provision for credit losses on Ground Lease receivables of $0.1 million and $0.1 million, respectively. The provision for credit losses for the three and nine months ended September 30, 2023 was due primarily to a declining macroeconomic forecast since June 30, 2023 and December 31, 2022. respectively. (2) Allowance for credit losses on unfunded commitments is recorded in “Accounts payable and accrued expenses” on the Company’s consolidated balance sheets. (3) On January 1, 2023, the Company recorded an allowance for credit losses on Ground Lease receivables of $0.3 million upon the adoption of ASU 2016-13, of which an aggregate of $0.1 million related to expected credit losses for unfunded commitments and was recorded in "Accounts payable, accrued expenses and other liabilities." The Company’s amortized cost basis in net investment in sales-type leases and Ground Lease receivables, presented by year of origination and by stabilized or development status, was as follows as of September 30, 2024 ($ in thousands): Year of Origination 2024 2023 2022 2021 2020 Prior to 2020 Total Net investment in sales-type leases Stabilized properties $ 35,545 $ 50,049 $ 650,848 $ 1,091,757 $ 213,404 $ 1,084,839 $ 3,126,442 Development properties 110,622 21,953 38,311 120,853 — 27,908 319,647 Total $ 146,167 $ 72,002 $ 689,159 $ 1,212,610 $ 213,404 $ 1,112,747 $ 3,446,089 Year of Origination 2024 2023 2022 2021 2020 Prior to 2020 Total Ground Lease receivables Stabilized properties $ — $ 19,420 $ 155,181 $ 199,895 $ 183,233 $ 456,735 $ 1,014,464 Development properties 57,188 13,368 619,250 78,261 — — 768,067 Total $ 57,188 $ 32,788 $ 774,431 $ 278,156 $ 183,233 $ 456,735 $ 1,782,531 The Company’s amortized cost basis in net investment in sales-type leases and Ground Lease receivables, presented by year of origination and by stabilized or development status, was as follows as of December 31, 2023 ($ in thousands): Year of Origination 2023 2022 2021 2020 2019 Prior to 2019 Total Net investment in sales-type leases Stabilized properties $ 49,266 $ 642,340 $ 1,077,813 $ 210,481 $ 1,069,583 $ — $ 3,049,483 Development properties 21,634 37,793 119,191 — 27,559 — 206,177 Total $ 70,900 $ 680,133 $ 1,197,004 $ 210,481 $ 1,097,142 $ — $ 3,255,660 Year of Origination 2023 2022 2021 2020 2019 Prior to 2019 Total Ground Lease receivables Stabilized properties $ 19,106 $ 152,966 $ 171,664 $ 180,739 $ 450,123 $ — $ 974,598 Development properties 139 545,509 102,421 — — — 648,069 Total $ 19,245 $ 698,475 $ 274,085 $ 180,739 $ 450,123 $ — $ 1,622,667 Future Minimum Lease Payments under Sales-type Leases Fixed Bumps Fixed Bumps with with Inflation Fixed Percentage Adjustments Bumps Rent Total 2024 (remaining three months) $ 33,636 $ 1,288 $ 146 $ 35,070 2025 109,824 5,192 586 115,602 2026 111,909 5,696 586 118,191 2027 113,944 6,378 586 120,908 2028 115,980 6,595 637 123,212 Thereafter 30,234,155 2,118,764 99,032 32,451,951 Total undiscounted cash flows $ 30,719,448 $ 2,143,913 $ 101,573 $ 32,964,934 During the three and nine months ended September 30, 2024 and 2023, the Company recognized interest income from sales-type leases in its consolidated statements of operations as follows ($ in thousands): Net Investment Ground in Sales-type Lease Three Months Ended September 30, 2024 Leases Receivables Total Cash $ 28,203 $ 15,678 $ 43,881 Non-cash 15,332 7,907 23,239 Total interest income from sales-type leases $ 43,535 $ 23,585 $ 67,120 Net Investment Ground in Sales-type Lease Three Months Ended September 30, 2023 Leases Receivables Total Cash $ 25,309 $ 12,767 $ 38,076 Non-cash 14,482 6,572 21,054 Total interest income from sales-type leases $ 39,791 $ 19,339 $ 59,130 Net Investment Ground in Sales-type Lease Nine Months Ended September 30, 2024 Leases Receivables Total Cash $ 83,318 $ 44,596 $ 127,914 Non-cash 45,284 22,375 67,659 Total interest income from sales-type leases $ 128,602 $ 66,971 $ 195,573 Net Investment Ground in Sales-type Lease Nine Months Ended September 30, 2023 Leases Receivables Total Cash $ 75,355 $ 36,856 $ 112,211 Non-cash 43,061 19,078 62,139 Total interest income from sales-type leases $ 118,416 $ 55,934 $ 174,350 |