Net Investment in Sales-type Leases, Ground Lease Receivables and Loans Receivable, net - Related Party | Note 4—Net Investment in Sales-type Leases, Ground Lease Receivables and Loans Receivable, net – Related Party 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 July 2022, the Company, pursuant to an agreement with iStar and upon certain construction related conditions being met, acquired an existing Ground Lease from iStar for $36.4 million inclusive of closing costs and was recorded in “Net investment in sales-type leases” and “Real estate-related intangible assets, net” on the Company’s consolidated balance sheet. In September 2022, the Company sold a Ground Lease to a third-party for $136.0 million and recognized a gain of $55.8 million in the Company’s consolidated statements of operations. $9.5 million of the gain was attributable to noncontrolling interests, of which $0.7 million was attributable to redeemable noncontrolling interests. 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 is recorded in “Noncontrolling interests” on the Company’s consolidated balance sheets. 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. The investment period will be the earlier of 18 months and the full deployment of commitments. During the six months ended June 30, 2023, the joint venture acquired two Ground Leases for an aggregate purchase price of $38.5 million, of which $14.5 million has been funded as of June 30, 2023. The Company’s net investment in sales-type leases were comprised of the following ($ in thousands): June 30, 2023 December 31, 2022 Total undiscounted cash flows $ 29,741,069 $ 29,586,227 Unguaranteed estimated residual value 2,915,013 2,900,218 Present value discount (29,487,782) (29,379,846) Allowance for credit losses (336) — Net investment in sales-type leases (1) $ 3,167,964 $ 3,106,599 (1) As of June 30, 2023, $6.5 million was attributable to noncontrolling interests. The following table presents a rollforward of the Company’s net investment in sales-type leases and Ground Lease receivables for the six months ended June 30, 2023 and 2022 ($ in thousands): Net Investment in Ground Lease Sales-type Leases Receivables Total Six Months Ended June 30, 2023 Beginning balance $ 3,106,599 $ 1,374,716 $ 4,481,315 Impact from adoption of new accounting standard (refer to Note 3) (351) (199) (550) Origination/acquisition/fundings (1) 33,122 97,948 131,070 Accretion 28,579 12,505 41,084 (Provision for) recovery of credit losses 15 (22) (7) Ending balance (2) $ 3,167,964 $ 1,484,948 $ 4,652,912 Net Investment in Ground Lease Sales-type Leases Receivables Total Six Months Ended June 30, 2022 Beginning balance $ 2,412,716 $ 796,252 $ 3,208,968 Origination/acquisition/fundings (1) 474,281 430,517 904,798 Accretion 24,684 8,975 33,659 Ending balance $ 2,911,681 $ 1,235,744 $ 4,147,425 (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 June 30, 2023 and December 31, 2022, all of the Company’s net investment in sales-type leases and Ground Lease receivables were current in their payment status. As of June 30, 2023, the Company’s weighted average accrual rate for its net investment in sales-type leases and Ground Lease receivables was 5.1% and 5.4% , respectively. As of June 30, 2023, the weighted average remaining life of the Company’s 34 Ground Lease receivables was 98.5 years. Allowance for Credit Losses Net investment in sales-type leases Stabilized Development Unfunded Three Months Ended June 30, 2023 Properties Properties Commitments Total Allowance for credit losses at beginning of period $ 255 $ 70 $ 1 $ 326 Provision for credit losses (1) 4 7 — 11 Allowance for credit losses at end of period (2) $ 259 $ 77 $ 1 $ 337 Ground Lease receivables Stabilized Development Unfunded Three Months Ended June 30, 2023 Properties Properties Commitments Total Allowance for credit losses at beginning of period $ 93 $ 102 $ 63 $ 258 Provision for (recovery of) credit losses (1) 1 25 (3) 23 Allowance for credit losses at end of period (2) $ 94 $ 127 $ 60 $ 281 Net investment in sales-type leases Stabilized Development Unfunded Six Months Ended June 30, 2023 Properties Properties Commitments Total Allowance for credit losses at beginning of period $ — $ — $ — $ — Impact from adoption of new accounting standard (refer to Note 3) (3) 280 71 6 357 Provision for (recovery of) credit losses (1) (21) 6 (5) (20) Allowance for credit losses at end of period (2) $ 259 $ 77 $ 1 $ 337 Ground Lease receivables Stabilized Development Unfunded Six Months Ended June 30, 2023 Properties Properties Commitments Total Allowance for credit losses at beginning of period $ — $ — $ — $ — Impact from adoption of new accounting standard (refer to Note 3) (3) 102 97 84 283 Provision for (recovery of) credit losses (1) (8) 30 (24) (2) Allowance for credit losses at end of period (2) $ 94 $ 127 $ 60 $ 281 (1) During the three months ended June 30, 2023, the Company recorded a provision for credit losses on net investment in sales-type leases and Ground Lease receivables of $11 thousand and $23 thousand, respectively. The provision for credit losses was due primarily to a declining macroeconomic forecast since March 31, 2023. During the six months ended June 30, 2023, the Company recorded a recovery of credit losses on net investment in sales-type leases and Ground Lease receivables of $20 thousand and $2 thousand, respectively. The recovery of credit losses on net investment in leases and Ground Lease receivables was due primarily to an improving macroeconomic forecast since December 31, 2022. (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 and an allowance for credit losses on Ground Lease receivables of $0.2 million upon the adoption of ASU 2016-13, of which an aggregate of $0.1 million related to expected credit losses for unfunded commitments and was recorded in "Accounts payable, accrued expenses and other liabilities." The Company’s amortized cost basis in Ground Lease receivables, presented by year of origination and by stabilized or development status, was as follows as of June 30, 2023 ($ in thousands): Year of Origination 2023 2022 2021 2020 2019 Prior to 2019 Total Ground Lease receivables Stabilized properties $ — $ 523,491 $ 238,734 $ 179,092 $ 445,730 $ — $ 1,387,047 Development properties 1 63,868 34,253 — — — 98,122 Total $ 1 $ 587,359 $ 272,987 $ 179,092 $ 445,730 $ — $ 1,485,169 Future Minimum Lease Payments under Sales-type Leases Fixed Bumps Fixed Bumps with with Inflation Fixed Percentage Adjustments Bumps Rent Total 2023 (remaining six months) $ 49,341 $ 1,117 $ 292 $ 50,750 2024 101,639 2,256 586 104,481 2025 103,607 2,283 586 106,476 2026 105,567 2,311 586 108,464 2027 107,475 2,339 586 110,400 Thereafter 28,577,374 583,455 99,669 29,260,498 Total undiscounted cash flows $ 29,045,003 $ 593,761 $ 102,305 $ 29,741,069 During the three and six months ended June 30, 2023 and 2022, 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 June 30, 2023 Leases Receivables Total Cash $ 25,168 $ 12,286 $ 37,454 Non-cash 14,353 6,351 20,704 Total interest income from sales-type leases $ 39,521 $ 18,637 $ 58,158 Net Investment Ground in Sales-type Lease Three Months Ended June 30, 2022 Leases Receivables Total Cash $ 21,935 $ 8,501 $ 30,436 Non-cash 12,979 4,832 17,811 Total interest income from sales-type leases $ 34,914 $ 13,333 $ 48,247 Net Investment Ground in Sales-type Lease Six Months Ended June 30, 2023 Leases Receivables Total Cash $ 50,050 $ 24,090 $ 74,140 Non-cash 28,575 12,505 41,080 Total interest income from sales-type leases $ 78,625 $ 36,595 $ 115,220 Net Investment Ground in Sales-type Lease Six Months Ended June 30, 2022 Leases Receivables Total Cash $ 41,761 $ 15,858 $ 57,619 Non-cash 24,684 8,975 33,659 Total interest income from sales-type leases $ 66,445 $ 24,833 $ 91,278 Loans receivable, net – related party The Star Holdings Term Loan Facility is a secured credit facility. Borrowings under the Star Holdings Term Loan Facility bear interest at a fixed rate of 8.00% per annum, which may increase to 10.00% per annum if either (i) any loans remain outstanding under the Incremental Term Loan Facility or (ii) Star Holdings elects for interest due for any two fiscal quarters to be paid in kind. The interest rate will increase to 12.00% per annum if both (i) and (ii) in the previous sentence occur. The Star Holdings Term Loan Facility has a maturity date of March 31, 2027. The Star Holdings Term Loan Facility is secured by a first-priority perfected security pledge of all the equity interests in Star Holding’s primary real estate subsidiary. Starting the quarter that is six months after closing, within five business days after Star Holdings has delivered its unaudited quarterly financial statements, Star Holdings will apply any unrestricted cash on its balance sheet in excess of the aggregate of (i) an operating reserve; and (ii) $50 million, to prepay its Star Holdings Term Loan Facility or alternatively, with the consent of Company, Star Holdings may apply such cash to prepay its margin loan facility in lieu of any prepayment of the Star Holdings Term Loan Facility. The operating reserve will be calculated quarterly and is equal to the aggregate of projected operating expenses (including payments to the Star Holdings local property consultants but excluding management fees and public company costs), projected land carry costs, projected capital expenditure and projected interest expense on the margin loan facility and Star Holdings Term Loan Facility for the next twelve months; less the projected operating revenues for the next twelve months consistent with the operating budget approved by the Company. The Term Loan Facility contains certain customary covenants, including affirmative covenants on reporting, maintenance of property, continued ownership of interests in the Company as well as negative covenants relating to investments, indebtedness and liens, fundamental changes, asset dispositions, repayments, distributions and affiliate transactions. Furthermore, the Term Loan Facility contains customary events of default, including payment defaults, failure to perform covenants, cross-default and cross acceleration to other indebtedness, including the margin loan facility, impairment of security interests and change of control. During the three and six months ended June 30, 2023, the Company recorded a provision for credit losses of $11 thousand and $2.3 million, respectively, on the Secured Term Loan Facility which was originated at the time of the Merger in conjunction with the Spin-Off. |