Safehold Inc. /MD - Quarter Report: 2021 September (Form 10-Q)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q


(Mark One)
☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
	For the quarterly period ended
	September 30, 2021
	OR
☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from to

Commission File No. 001-38122

Safehold Inc.

(Exact name of registrant as specified in its charter)


Maryland			30-0971238
(State or other jurisdiction of incorporation or organization)			(I.R.S. Employer Identification Number)
1114 Avenue of the Americas
39th Floor
New York	,	NY	10036
(Address of principal executive offices)			(Zip code)

Registrant’s telephone number, including area code: (212) 930-9400

Indicate by check mark whether the registrant: (i) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding twelve months (or for such shorter period that the registrant was required to file such reports); and (ii) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.


Large Accelerated filer	Accelerated filer	Non-accelerated filer	Smaller reporting company	Emerging growth company
☒	☐	☐	☐	☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ◻ No ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock	SAFE	NYSE

As of October 19, 2021, there were 56,559,871 shares, $0.01 par value per share, of Safehold Inc. common stock outstanding.

Table of Contents

TABLE OF CONTENTS


		Page
PART I	Consolidated Financial Information
Item 1.	Financial Statements:
	Consolidated Balance Sheets (unaudited) as of September 30, 2021 and December 31, 2020	1
	Consolidated Statements of Operations (unaudited)—For the three and nine months ended September 30, 2021 and 2020	2
	Consolidated Statements of Comprehensive Income (Loss) (unaudited)—For the three and nine months ended September 30, 2021 and 2020	3
	Consolidated Statements of Changes in Equity (unaudited)—For the three and nine months ended September 30, 2021 and 2020	4
	Consolidated Statements of Cash Flows (unaudited)—For the nine months ended September 30, 2021 and 2020	6
	Notes to Consolidated Financial Statements (unaudited)	7
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	25
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	35
Item 4.	Controls and Procedures	35
PART II	Other Information	37
Item 1.	Legal Proceedings	37
Item 1A.	Risk Factors	37
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	37
Item 3.	Defaults Upon Senior Securities	38
Item 4.	Mine Safety Disclosures	38
Item 5.	Other Information	38
Item 6.	Exhibits	39
SIGNATURES		40

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PART I. CONSOLIDATED FINANCIAL INFORMATION

Item 1. Financial Statements

Safehold Inc.

Consolidated Balance Sheets⁽¹⁾

(In thousands)

(unaudited)


	As of
	September 30,		December 31,
	2021		2020
ASSETS
Real estate
Real estate, at cost	$	740,971	$	752,420
Less: accumulated depreciation		(26,835)		(22,314)
Real estate, net		714,136		730,106
Real estate-related intangible assets, net (refer to Note 4)		222,606		242,166
Total real estate, net and real estate-related intangible assets, net		936,742		972,272
Net investment in sales-type leases		1,801,986		1,305,519
Ground Lease receivables		691,378		577,457
Equity investments in Ground Leases		171,532		129,614
Cash and cash equivalents		43,870		56,948
Restricted cash		3,831		39,519
Deferred operating lease income receivable		109,373		93,307
Deferred expenses and other assets, net		66,270		34,334
Total assets	$	3,824,982	$	3,208,970
LIABILITIES AND EQUITY
Liabilities:
Accounts payable, accrued expenses and other liabilities⁽²⁾	$	62,492	$	76,673
Real estate-related intangible liabilities, net (refer to Note 4)		65,638		66,268
Debt obligations, net		2,028,195		1,684,726
Total liabilities		2,156,325		1,827,667
Commitments and contingencies (refer to Note 9)
Equity:
Safehold Inc. shareholders' equity:
Common stock, $0.01 par value, 400,000 shares authorized, 56,560 and 53,206 shares issued and outstanding as of September 30, 2021 and December 31, 2020, respectively		566		532
Additional paid-in capital		1,658,972		1,412,107
Retained earnings		48,455		23,945
Accumulated other comprehensive loss		(42,015)		(57,461)
Total Safehold Inc. shareholders' equity		1,665,978		1,379,123
Noncontrolling interests		2,679		2,180
Total equity		1,668,657		1,381,303
Total liabilities and equity	$	3,824,982	$	3,208,970

(1)	Refer to Note 2 for details on the Company’s consolidated variable interest entities (“VIEs”).

(2)	As of September 30, 2021 and December 31, 2020, includes $5.5 million and $4.7 million, respectively, due to related parties.

The accompanying notes are an integral part of the consolidated financial statements.

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Safehold Inc.

Consolidated Statements of Operations

(In thousands, except per share data)

(unaudited)


	For the Three Months Ended				For the Nine Months Ended
	September 30,				September 30,
	2021		2020		2021		2020
Revenues:
Operating lease income	$	16,992	$	17,195	$	51,367	$	55,088
Interest income from sales-type leases		30,145		20,583		83,244		59,315
Other income		144		222		390		1,115
Total revenues		47,281		38,000		135,001		115,518
Costs and expenses:
Interest expense		20,932		16,430		57,259		47,811
Real estate expense		719		493		2,038		1,828
Depreciation and amortization		2,390		2,361		7,160		7,064
General and administrative⁽¹⁾		6,658		5,302		21,388		16,924
Other expense		350		34		740		194
Total costs and expenses		31,049		24,620		88,585		73,821
Income from operations before other items		16,232		13,380		46,416		41,697
Loss on early extinguishment of debt		—		—		(216)		—
Earnings from equity method investments		2,244		832		4,012		2,472
Selling profit from sales-type leases		1,833		—		1,833		—
Net income		20,309		14,212		52,045		44,169
Net income attributable to noncontrolling interests		(105)		(49)		(201)		(145)
Net income attributable to Safehold Inc. common shareholders	$	20,204	$	14,163	$	51,844	$	44,024

Per common share data:
Net income
Basic	$	0.38	$	0.28	$	0.97	$	0.88
Diluted	$	0.38	$	0.28	$	0.97	$	0.88
Weighted average number of common shares:
Basic		53,498		51,153		53,347		50,158
Diluted		53,511		51,162		53,359		50,167

(1)

For the three months ended September 30, 2021 and 2020, includes $5.6 million and $4.7 million, respectively, of general and administrative expenses incurred to related parties that includes management fees, expense reimbursements to the Company’s Manager and equity-based compensation. For the nine months ended September 30, 2021 and 2020, includes $17.8 million and $14.6 million, respectively, of general and administrative expenses incurred to related parties that includes management fees, expense reimbursements to the Company’s Manager and equity-based compensation.

The accompanying notes are an integral part of the consolidated financial statements.

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Safehold Inc.

Consolidated Statements of Comprehensive Income (Loss)

(In thousands)

(unaudited)


	For the Three Months Ended				For the Nine Months Ended
	September 30,				September 30,
	2021		2020		2021		2020
Net income	$	20,309	$	14,212	$	52,045	$	44,169
Other comprehensive income (loss):
Reclassification of losses on derivatives into earnings		1,034		508		2,156		1,321
Unrealized gain (loss) on derivatives		—		984		13,290		(23,450)
Other comprehensive gain (loss)		1,034		1,492		15,446		(22,129)
Comprehensive income		21,343		15,704		67,491		22,040
Comprehensive income attributable to noncontrolling interests		(105)		(49)		(201)		(145)
Comprehensive income attributable to Safehold Inc.	$	21,238	$	15,655	$	67,290	$	21,895

The accompanying notes are an integral part of the consolidated financial statements.

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Safehold Inc.

Consolidated Statements of Changes in Equity

(In thousands)

(unaudited)


					Retained		Accumulated
	Common		Additional		Earnings		Other
	Stock at		Paid-In		(Accumulated		Comprehensive		Noncontrolling		Total
	Par		Capital		Deficit)		Income (Loss)		Interests		Equity
Balance at June 30, 2021	$	533	$	1,421,185	$	37,870	$	(43,049)	$	2,454	$	1,418,993
Net income		—		—		20,204		—		105		20,309
Issuance of common stock, net / amortization		33		237,787		—		—		132		237,952
Dividends declared ($0.17 per share)		—		—		(9,619)		—		—		(9,619)
Change in accumulated other comprehensive income		—		—		—		1,034		—		1,034
Distributions to noncontrolling interests		—		—		—		—		(12)		(12)
Balance at September 30, 2021	$	566	$	1,658,972	$	48,455	$	(42,015)	$	2,679	$	1,668,657

Balance at June 30, 2020	$	511	$	1,287,385	$	11,454	$	(62,744)	$	1,811	$	1,238,417
Net income		—		—		14,163		—		49		14,212
Issuance of common stock, net / amortization		1		3,231		—		—		147		3,379
Dividends declared ($0.16224 per share)		—		—		(8,306)		—		—		(8,306)
Change in accumulated other comprehensive income		—		—		—		1,492		—		1,492
Distributions to noncontrolling interests		—		—		—		—		(11)		(11)
Balance at September 30, 2020	$	512	$	1,290,616	$	17,311	$	(61,252)	$	1,996	$	1,249,183

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Safehold Inc.

Consolidated Statements of Changes in Equity

(In thousands)

(unaudited)

					Retained		Accumulated
	Common		Additional		Earnings		Other
	Stock at		Paid-In		(Accumulated		Comprehensive		Noncontrolling		Total
	Par		Capital		Deficit)		Income (Loss)		Interests		Equity
Balance at December 31, 2020	$	532	$	1,412,107	$	23,945	$	(57,461)	$	2,180	$	1,381,303
Net income		—		—		51,844		—		201		52,045
Issuance of common stock, net / amortization		34		246,865		—		—		331		247,230
Dividends declared ($0.50224 per share)		—		—		(27,334)		—		—		(27,334)
Change in accumulated other comprehensive income		—		—		—		15,446		—		15,446
Distributions to noncontrolling interests		—		—		—		—		(33)		(33)
Balance at September 30, 2021	$	566	$	1,658,972	$	48,455	$	(42,015)	$	2,679	$	1,668,657

Balance at December 31, 2019	$	478	$	1,132,603	$	(2,146)	$	(39,123)	$	1,486	$	1,093,298
Net income		—		—		44,024		—		145		44,169
Issuance of common stock, net / amortization		34		158,013		—		—		397		158,444
Dividends declared ($0.4805 per share)		—		—		(24,567)		—		—		(24,567)
Change in accumulated other comprehensive loss		—		—		—		(22,129)		—		(22,129)
Distributions to noncontrolling interests		—		—		—		—		(32)		(32)
Balance at September 30, 2020	$	512	$	1,290,616	$	17,311	$	(61,252)	$	1,996	$	1,249,183

The accompanying notes are an integral part of the consolidated financial statements.

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Safehold Inc.

Consolidated Statements of Cash Flows

(In thousands)

(unaudited)


	For the Nine Months Ended
	September 30,
	2021		2020

Cash flows from operating activities:
Net income	$	52,045	$	44,169
Adjustments to reconcile net income to cash flows from operating activities:
Depreciation and amortization		7,160		7,064
Stock-based compensation expense		1,574		1,555
Deferred operating lease income		(25,789)		(26,282)
Non-cash interest income from sales-type leases		(30,662)		(21,758)
Non-cash interest expense		8,895		8,088
Amortization of real estate-related intangibles, net		1,849		2,003
Loss on early extinguishment of debt		216		—
Earnings from equity method investments		(4,012)		(2,472)
Distributions from operations of equity method investments		1,397		734
Selling profit from sales-type leases		(1,833)		—
Amortization of premium, discount and deferred financing costs on debt obligations, net		2,617		1,677
Non-cash management fees		10,594		9,282
Other operating activities		3,187		1,596
Changes in assets and liabilities:
Changes in deferred expenses and other assets, net		99		(5)
Changes in accounts payable, accrued expenses and other liabilities		(14,390)		125
Cash flows provided by operating activities		12,947		25,776
Cash flows from investing activities:
Acquisitions of real estate		—		(20,612)
Origination/acquisition of net investment in sales-type leases and Ground Lease receivables		(542,269)		(165,071)
Contributions to equity method investments		(39,304)		—
Deposits on Ground Lease investments		(27,617)		1,050
Other investing activities		1,892		(104)
Cash flows used in investing activities		(607,298)		(184,737)
Cash flows from financing activities:
Proceeds from issuance of common stock		243,345		150,086
Proceeds from debt obligations		896,508		418,970
Repayments of debt obligations		(550,000)		(317,000)
Payments for deferred financing costs		(9,511)		(6,528)
Dividends paid to common shareholders		(26,334)		(23,702)
Payment of offering costs		(8,390)		(1,919)
Distributions to noncontrolling interests		(33)		(32)
Other financing activities		—		24
Cash flows provided by financing activities		545,585		219,899
Changes in cash, cash equivalents and restricted cash		(48,766)		60,938
Cash, cash equivalents and restricted cash at beginning of period		96,467		46,782
Cash, cash equivalents and restricted cash at end of period	$	47,701	$	107,720
Supplemental disclosure of non-cash investing and financing activity:
Acquisition of real estate	$	—	$	383
Assumption of other liabilities/debt obligations		—		383
Dividends declared to common shareholders		9,631		8,306
Accrued finance costs		248		2
Accrued offering costs		409		15

The accompanying notes are an integral part of the consolidated financial statements.

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Safehold Inc.

Notes to Consolidated Financial Statements

(unaudited)

Note 1—Business and Organization

Business—Safehold Inc. (the “Company”) operates its business through one reportable segment by acquiring, managing and capitalizing ground leases. Ground leases are long-term contracts between the landlord (the Company) and a tenant or leaseholder. The Company believes that it is the first publicly-traded company formed 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”). Under a Ground Lease, the tenant is generally responsible for all property operating expenses, such as maintenance, real estate taxes and insurance and is also responsible for development costs and capital expenditures. Ground Leases are typically long-term (base terms ranging from 30 to 99 years, often with tenant renewal options) and have contractual base rent increases (either at a specified percentage or consumer price index (“CPI”) based, or both) and sometimes include percentage rent participations.

The Company intends to target investments in long-term Ground Leases in which: (i) the cost of its Ground Lease represents 30% to 45% of the combined value of the land and buildings and improvements thereon as if there was no Ground Lease on the land (“Combined Property Value”); (ii) the ratio of property net operating income to the Ground Lease payment due the Company (“Ground Rent Coverage”) is between 2.0x to 4.5x, and for this purpose the Company uses estimates of the stabilized property net operating income if it does not receive current tenant information and for properties under construction or in transition, in each case based on leasing activity at the property and available market information, including leasing activity at comparable properties in the relevant market; and (iii) the Ground Lease contains contractual rent escalation clauses or percentage rent that participates in gross revenues generated by the commercial real estate on the land. A Ground Lease lessor (the Company) typically has the right to regain possession of its land and take ownership of the buildings and improvements thereon upon tenant default and the termination of the Ground Lease on account of such default. The Company believes that the Ground Lease structure provides an opportunity for potential value accretion through the reversion to the Company, as the Ground Lease owner, of the buildings and improvements on the land at the expiration or earlier termination of the lease, for no additional consideration from the Company.

The Company is managed by SFTY Manager, LLC (the “Manager”), a wholly-owned subsidiary of iStar Inc. (“iStar”), the Company’s largest shareholder, pursuant to a management agreement. The Company has no employees, as the Manager provides all services to it. The Company draws on the extensive investment origination and sourcing platform of its Manager to actively promote the benefits of the Ground Lease structure to prospective Ground Lease tenants.

Organization—The Company is a Maryland corporation and completed its initial public offering in June 2017. The Company’s common stock is listed on the New York Stock Exchange under the symbol “SAFE.” The Company elected to be taxed as a real estate investment trust (“REIT”) for U.S. federal income tax purposes, commencing with the tax year ended December 31, 2017. The Company is structured as an Umbrella Partnership REIT (“UPREIT”). As such, all of the Company’s properties are owned through a subsidiary partnership, Safehold Operating Partnership LP (the “Operating Partnership”). As of September 30, 2021, the Company owned 100% of the limited partner interests in the Operating Partnership and a wholly-owned subsidiary of the Company owned 100% of the general partner interests in the Operating Partnership. The UPREIT structure may afford the Company certain benefits as it seeks to acquire properties from third parties who may want to defer taxes by contributing their Ground Leases to the Company.

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, 2020 (the “2020 Annual Report”).

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Safehold Inc.

Notes to Consolidated Financial Statements (Continued)

(unaudited)

The preparation of these consolidated 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.

Principles of Consolidation—The consolidated financial statements include the accounts and operations of the Company, its wholly-owned subsidiaries and VIEs for which the Company is the primary beneficiary. All intercompany balances and transactions have been eliminated in consolidation.

Consolidated VIEs—The Company consolidates VIEs for which it is considered the primary beneficiary. As of September 30, 2021, the total assets of these consolidated VIEs were $68.0 million and total liabilities were $29.7 million. The classifications of these assets are primarily within “Net investment in sales-type leases,” “Real estate, net,” “Real estate-related intangible assets, net” and “Deferred operating lease income receivable” on the Company’s consolidated balance sheets. The classifications of liabilities are primarily within “Debt obligations, net” and “Accounts payable, accrued expenses and other liabilities” on the Company’s consolidated balance sheets. The liabilities of these VIEs are non-recourse to the Company and can only be satisfied from each VIE’s respective assets. The Company has provided no financial support to VIEs that it was not previously contractually required to provide and did not have any unfunded commitments related to consolidated VIEs as of September 30, 2021.

Note 3—Summary of Significant Accounting Policies

Fair Values—The Company is required to disclose fair value information with regard to its financial instruments, whether or not recognized in the consolidated balance sheets, for which it is practical to estimate fair value. The Financial Accounting Standards Board (“FASB”) guidance defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants on 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). The Company determines the estimated fair values of financial assets and liabilities based on a hierarchy that distinguishes between market participant assumptions based on market data obtained from sources independent of the Company and the Company’s own assumptions about market participant assumptions.

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Safehold Inc.

Notes to Consolidated Financial Statements (Continued)

(unaudited)

The following table presents the carrying value and fair value for the Company’s financial instruments ($ in millions):


	As of September 30, 2021				As of December 31, 2020
	Carrying		Fair		Carrying		Fair
	Value		Value		Value		Value
Net investment in sales-type leases⁽¹⁾	$	1,802	$	1,802	$	1,306	$	1,306
Ground Lease receivables⁽¹⁾		691		691		577		577
Cash and cash equivalents⁽¹⁾		44		44		57		57
Restricted cash⁽¹⁾		4		4		40		40
Debt obligations, net⁽²⁾		2,028		2,194		1,685		1,835

(1)

The Company determined the carrying values of its net investment in sales-type leases; Ground Lease receivables; cash and cash equivalents and restricted cash approximated their fair values. The fair value of the Company’s net investment in sales-type leases and Ground Lease receivables are classified as Level 3 within the fair value hierarchy and the fair value of the Company’s cash and cash equivalents and restricted cash are classified as Level 1 within the fair value hierarchy.

(2)	The fair value of the Company’s debt obligations traded in secondary markets are classified as Level 1 within the fair value hierarchy and the fair value of the Company’s debt obligations not traded in secondary markets are classified as Level 3 within the fair value hierarchy.

For the remainder of the Company’s significant accounting policies, refer to the Company’s 2020 Annual Report.

New Accounting Pronouncements—In June 2016, the FASB issued ASU 2016-13, Financial Instruments—Credit Losses: Measurement of Credit Losses on Financial Instruments (“ASU 2016-13”) which was issued to provide financial statement users with more decision-useful information about the expected credit losses on financial instruments held by a reporting entity. This amendment replaces the incurred loss impairment methodology in current GAAP with a methodology that reflects expected credit losses and requires consideration of a broader range of reasonable and supportable information to inform credit loss estimates. For public entities such as the Company that qualified as smaller reporting companies prior to December 31, 2019, ASU 2016-13 is effective for interim and annual reporting periods beginning after December 15, 2022. Early adoption is permitted. Management is currently evaluating the impact of ASU 2016-13 on the Company’s consolidated financial statements.

In May 2019, the FASB issued ASU 2019-04, Codification Improvements to Topic 326, Financial Instruments—Credit Losses, Topic 815, Derivatives and Hedging, and Topic 825, Financial Instruments (“ASU 2019-04”) to clarify certain accounting topics from previously issued ASUs, including ASU 2016-13. ASU 2019-04 addresses certain aspects of ASU 2016-13, including but not limited to, accrued interest receivable, loan recoveries, interest rate projections for variable-rate financial instruments and expected prepayments. ASU 2019-04 provides alternatives that allow entities to measure credit losses on accrued interest separate from credit losses on the principal portion of a loan, clarifies that entities should include expected recoveries in the measurement of credit losses, allows entities to consider future interest rates when measuring credit losses and can elect to adjust effective interest rates used to discount expected cash flows for expected loan prepayments. ASU 2019-04 is effective upon the adoption of ASU 2016-13. Management is currently evaluating the impact of ASU 2019-04 on the Company’s consolidated financial statements.

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Safehold Inc.

Notes to Consolidated Financial Statements (Continued)

(unaudited)

Note 4—Real Estate and Real Estate-Related Intangibles

The Company’s real estate assets consist of the following ($ in thousands):


	As of
	September 30, 2021		December 31, 2020
Land and land improvements, at cost	$	547,739	$	559,188
Buildings and improvements, at cost		193,232		193,232
Less: accumulated depreciation		(26,835)		(22,314)
Total real estate, net	$	714,136	$	730,106
Real estate-related intangible assets, net		222,606		242,166
Total real estate, net and real estate-related intangible assets, net	$	936,742	$	972,272

Real estate-related intangible assets, net consist of the following items ($ in thousands):


	As of September 30, 2021
	Gross		Accumulated		Carrying
	Intangible		Amortization		Value
Above-market lease assets, net⁽¹⁾	$	186,002	$	(11,336)	$	174,666
In-place lease assets, net⁽²⁾		61,848		(14,630)		47,218
Other intangible assets, net		750		(28)		722
Total	$	248,600	$	(25,994)	$	222,606


	As of December 31, 2020
	Gross		Accumulated		Carrying
	Intangible		Amortization		Value
Above-market lease assets, net⁽¹⁾	$	203,778	$	(9,494)	$	194,284
In-place lease assets, net⁽²⁾		59,179		(12,025)		47,154
Other intangible assets, net		750		(22)		728
Total	$	263,707	$	(21,541)	$	242,166

(1)

Above-market lease assets are recognized during business combinations and asset acquisitions when the present value of market rate rental cash flows over the term of a lease is less than the present value of the contractual in-place rental cash flows. Above-market lease assets are amortized over the non-cancelable term of the leases.

(2)

In-place lease assets are recognized during business combinations and asset acquisitions and are estimated based on the value associated with the costs avoided in originating leases comparable to the acquired in-place leases as well as the value associated with lost rental revenue during the assumed lease-up period. In-place lease assets are amortized over the non-cancelable term of the leases.

The amortization of real estate-related intangible assets had the following impact on the Company’s consolidated statements of operations for the three and nine months ended September 30, 2021 and 2020 ($ in thousands):


	Income Statement	For the Three Months Ended September 30,
Intangible asset	Location	2021		2020
Above-market lease assets (decrease to income)	Operating lease income	$	814	$	830
In-place lease assets (decrease to income)	Depreciation and amortization		881		852
Other intangible assets (decrease to income)	Operating lease income		2		2


	Income Statement	For the Nine Months Ended September 30,
Intangible asset	Location	2021		2020
Above-market lease assets (decrease to income)	Operating lease income	$	2,471	$	2,481
In-place lease assets (decrease to income)	Depreciation and amortization		2,633		2,536
Other intangible assets (decrease to income)	Operating lease income		6		6

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Safehold Inc.

Notes to Consolidated Financial Statements (Continued)

(unaudited)

The estimated amortization of real estate-related intangible assets for each of the five succeeding fiscal years is as follows ($ in thousands):⁽¹⁾


Year	Amount
2021 (remaining three months)	$	1,668
2022		6,673
2023		6,657
2024		6,609
2025		6,609

(1)	As of September 30, 2021, the weighted average amortization period for the Company’s real estate-related intangible assets was approximately 78.7 years.

Real estate-related intangible liabilities, net consist of the following items ($ in thousands):⁽¹⁾


	As of September 30, 2021
	Gross		Accumulated		Carrying
	Intangible		Amortization		Value
Below-market lease liabilities⁽¹⁾	$	68,618	$	(2,980)	$	65,638


	As of December 31, 2020
	Gross		Accumulated		Carrying
	Intangible		Amortization		Value
Below-market lease liabilities⁽¹⁾	$	68,618	$	(2,350)	$	66,268

(1)

Below-market lease liabilities are recognized during business combinations and asset acquisitions when the present value of market rate rental cash flows over the term of a lease exceeds the present value of the contractual in-place rental cash flows. Below-market lease liabilities are amortized over the non-cancelable term of the leases.

The amortization of real estate-related intangible liabilities had the following impact on the Company’s consolidated statements of operations for the three and nine months ended September 30, 2021 and 2020 ($ in thousands):


	Income Statement	For the Three Months Ended September 30,
Intangible liability	Location	2021		2020
Below-market lease liabilities (increase to income)	Operating lease income	$	209	$	161


	Income Statement	For the Nine Months Ended September 30,
Intangible liability	Location	2021		2020
Below-market lease liabilities (increase to income)	Operating lease income	$	628	$	484

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Safehold Inc.

Notes to Consolidated Financial Statements (Continued)

(unaudited)

Future Minimum Operating Lease Payments—Future minimum lease payments to be collected under non-cancelable operating leases, excluding lease payments that are not fixed and determinable, in effect as of September 30, 2021, are as follows by year ($ in thousands):


			Fixed Bumps						Fixed
			with						Bumps with
	Inflation-		Inflation		Fixed		Percentage		Percentage
Year	Linked		Adjustments		Bumps		Rent ⁽¹⁾		Rent ⁽¹⁾		Total
2021 (remaining three months)	$	1,339	$	4,185	$	544	$	2,755	$	89	$	8,912
2022		5,357		16,928		2,185		11,018		356		35,844
2023		5,357		17,347		2,213		11,018		281		36,216
2024		5,357		17,677		2,247		11,018		51		36,350
2025		5,357		18,004		2,313		11,018		51		36,743
Thereafter		412,698		4,345,234		437,853		17,799		128		5,213,712

(1)

During the three months ended September 30, 2021 and 2020, the Company recognized $0.1 million and $8 thousand, respectively, of percentage rent in “Operating lease income” in the Company’s consolidated statements of operations. During the nine months ended September 30, 2021 and 2020, the Company recognized $0.2 million and $3.8 million, respectively, of percentage rent in “Operating lease income” in the Company’s consolidated statements of operations.

Note 5—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 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 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 September 2021, the Company entered into a lease assignment and modification with one of its tenants under an operating lease. In connection with this transaction, the lease was assigned to a new tenant and the maturity of the lease was extended by 3.5 years to September 2120. As a result of the modification to the lease, the Company re-evaluated the lease classification and classified the lease as a sales-type lease and recorded $40.9 million in "Net investment in leases" and derecognized $11.4 million from "Real estate, net," $9.8 million from "Deferred operating lease income receivable" and $17.9 million from "Real estate-related intangible assets, net" on its consolidated balance sheet. The Company recognized $1.8 million in "Selling profit from sales-type leases" in its consolidated statements of operations for the three and nine months ended September 30, 2021 as a result of the transaction.

The Company’s net investment in sales-type leases were comprised of the following ($ in thousands):


	September 30, 2021		December 31, 2020
Total undiscounted cash flows⁽¹⁾	$	18,649,140	$	13,676,701
Unguaranteed estimated residual value		1,721,646		1,243,292
Present value discount		(18,568,800)		(13,614,474)
Net investment in sales-type leases	$	1,801,986	$	1,305,519

(1)

As of September 30, 2021, includes $1,592 million of undiscounted cash flows due from iStar pursuant to two Ground Leases with a weighted average remaining lease term of 96.2 years. For the three and nine months ended September 30, 2021, the Company recorded $2.1 million and $6.2 million, respectively, of “Interest income from sales-type leases” in its consolidated statements of operations from its two Ground Leases with iStar. For the three and nine months ended September 30, 2020, the Company recorded $2.1 million and $6.1 million, respectively, of “Interest income from sales-type leases” in its consolidated statements of operations from its two Ground Leases with iStar.

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Safehold Inc.

Notes to Consolidated Financial Statements (Continued)

(unaudited)

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, 2021 and 2020 ($ in thousands):


	Net Investment in		Ground Lease
	Sales-type Leases		Receivables		Total
Nine Months Ended September 30, 2021
Beginning balance	$	1,305,519	$	577,457	$	1,882,976
Purchase price allocation adjustment		(182)		—		(182)
Transfer from real estate, net		40,900		—		40,900
Origination/acquisition/fundings⁽¹⁾		434,551		104,458		539,009
Accretion		21,198		9,463		30,661
Ending balance⁽²⁾	$	1,801,986	$	691,378	$	2,493,364


	Net Investment in		Ground Lease
	Sales-type Leases		Receivables		Total
Nine Months Ended September 30, 2020
Beginning balance	$	984,598	$	397,087	$	1,381,685
Origination/acquisition/fundings⁽¹⁾		88,648		76,477		165,125
Accretion		15,441		6,317		21,758
Ending balance	$	1,088,687	$	479,881	$	1,568,568

(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, 2021, 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, 2021, the weighted average remaining life of the Company’s 17 Ground Lease receivables was 99.6 years.

Future Minimum Lease Payments under Sales-type Leases—Future minimum lease payments to be collected under sales-type leases accounted for under ASC 842, excluding lease payments that are not fixed and determinable, in effect as of September 30, 2021, are as follows by year ($ in thousands):


					Fixed Bumps
	Fixed Bumps				with
	with Inflation		Fixed		Percentage
	Adjustments		Bumps		Rent		Total
2021 (remaining three months)	$	14,132	$	323	$	133	$	14,588
2022		57,913		1,303		537		59,753
2023		60,559		1,329		586		62,474
2024		63,079		1,356		586		65,021
2025		64,208		1,383		586		66,177
Thereafter		17,924,617		355,262		101,248		18,381,127
Total undiscounted cash flows	$	18,184,508	$	360,956	$	103,676	$	18,649,140

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Safehold Inc.

Notes to Consolidated Financial Statements (Continued)

(unaudited)

During the three and nine months ended September 30, 2021 and 2020, 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, 2021	Leases		Receivables		Total
Cash	$	13,193	$	5,767	$	18,960
Non-cash		7,926		3,259		11,185
Total interest income from sales-type leases	$	21,119	$	9,026	$	30,145


	Net Investment		Ground
	in Sales-type		Lease
Three Months Ended September 30, 2020	Leases		Receivables		Total
Cash	$	8,960	$	4,027	$	12,987
Non-cash		5,298		2,298		7,596
Total interest income from sales-type leases	$	14,258	$	6,325	$	20,583


	Net Investment		Ground
	in Sales-type		Lease
Nine Months Ended September 30, 2021	Leases		Receivables		Total
Cash	$	35,773	$	16,809	$	52,582
Non-cash		21,198		9,464		30,662
Total interest income from sales-type leases	$	56,971	$	26,273	$	83,244


	Net Investment		Ground
	in Sales-type		Lease
Nine Months Ended September 30, 2020	Leases		Receivables		Total
Cash	$	26,518	$	11,039	$	37,557
Non-cash		15,441		6,317		21,758
Total interest income from sales-type leases	$	41,959	$	17,356	$	59,315

Note 6—Equity Investments in Ground Leases

In June 2021, the Company acquired a noncontrolling minority equity interest in a Ground Lease at an office property in New York City. As of September 30, 2021, the Company’s investment in the Ground Lease was $40.7 million. During the three and nine months ended September 30, 2021, the Company recorded $1.4 million and $1.5 million, respectively, in earnings from equity method investments from the Ground Lease.

In August 2019, the Company formed a venture with a sovereign wealth fund that is an existing shareholder of the Company to acquire the existing Ground Lease at 425 Park Avenue in New York City. The venture acquired the Ground Lease in November 2019. The Company has a 54.8% noncontrolling equity interest in the venture and iStar is the manager of the venture. As of September 30, 2021 and December 31, 2020, the Company’s investment in the venture was $130.9 million and $129.6 million, respectively. During the three months ended September 30, 2021 and 2020, the Company recorded $0.8 million and $0.8 million, respectively, in earnings from equity method investments from the venture. During the nine months ended September 30, 2021 and 2020, the Company recorded $2.5 million and $2.5 million, respectively, in earnings from equity method investments from the venture.

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Safehold Inc.

Notes to Consolidated Financial Statements (Continued)

(unaudited)

Note 7—Deferred Expenses and Other Assets, Net and Accounts Payable, Accrued Expenses and Other Liabilities

Deferred expenses and other assets, net, consist of the following items ($ in thousands):


	As of
	September 30, 2021		December 31, 2020
Operating lease right-of-use asset⁽¹⁾	$	27,714	$	28,550
Other assets		3,223		1,965
Deferred finance costs, net⁽²⁾		7,258		3,354
Leasing costs, net		458		465
Purchase deposits		27,617		—
Deferred expenses and other assets, net	$	66,270	$	34,334

(1)

Operating lease right-of-use asset relates to a property that is majority-owned by a third party and is ground leased to the Company. The Company is obligated to pay the owner of the property $0.4 million, subject to adjustment for changes in the CPI, per year through 2044; however, the Company’s ground lease tenant at the property pays this expense directly under the terms of a master lease. Operating lease right-of-use asset is amortized on a straight-line basis over the term of the lease and is recorded in “Real estate expense” in the Company’s consolidated statements of operations. During the three months ended September 30, 2021 and 2020, the Company recognized $0.1 million and $0.1 million, respectively, in “Real estate expense” and $0.1 million and $0.1 million, respectively, in “Other income” from its operating lease right-of-use asset. During the nine months ended September 30, 2021 and 2020, the Company recognized $0.3 million and $0.3 million, respectively, in “Real estate expense” and $0.3 million and $0.3 million, respectively, in “Other income” from its operating lease right-of-use asset. The related operating lease liability (see table below) equals the present value of the minimum rental payments due under the lease discounted at the Company’s incremental secured borrowing rate for a similar asset estimated to be 5.5%.

(2)	Accumulated amortization of deferred finance costs was $1.4 million and $2.0 million as of September 30, 2021 and December 31, 2020, respectively.

Accounts payable, accrued expenses and other liabilities consist of the following items ($ in thousands):


	As of
	September 30, 2021		December 31, 2020
Interest rate hedge liabilities	$	—	$	33,215
Interest payable		31,206		17,890
Dividends declared and payable		9,674		8,673
Operating lease liability		5,637		5,732
Other liabilities⁽¹⁾		9,434		6,236
Management fee payable		3,598		3,402
Accrued expenses⁽²⁾		2,943		1,525
Accounts payable, accrued expenses and other liabilities	$	62,492	$	76,673

(1)	As of September 30, 2021 and December 31, 2020, other liabilities includes $1.9 million and $1.3 million, respectively, due to the Manager for allocated payroll costs and costs it paid on the Company’s behalf.

(2)	As of September 30, 2021 and December 31, 2020, accrued expenses primarily includes accrued legal and audit expenses and accrued property expenses.

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Safehold Inc.

Notes to Consolidated Financial Statements (Continued)

(unaudited)

Note 8—Debt Obligations, net

The Company’s outstanding debt obligations consist of the following ($ in thousands):


	As of				Interest		Scheduled
	September 30, 2021		December 31, 2020		Rate⁽¹⁾		Maturity Date⁽²⁾
Secured credit financing:
Mortgages	$	1,498,113	$	1,498,113	3.99	%	April 2027 to November 2069
Revolver⁽³⁾		—		215,000	N/A		N/A
Total secured credit financing⁽⁴⁾		1,498,113		1,713,113
Unsecured financing:
Unsecured Revolver		165,000		—	LIBOR plus 1.00	%	March 2026
2.80% senior notes		400,000		—	2.80	%	June 2031
Total unsecured financing		565,000		—
Total debt obligations		2,063,113		1,713,113
Debt premium, discount and deferred financing costs, net		(34,918)		(28,387)
Total debt obligations, net	$	2,028,195	$	1,684,726

(1)

For mortgages, represents the weighted average interest rate of consolidated mortgage debt in effect over the life of the mortgage debt and excludes the effect of debt premium, discount and deferred financing costs. As of September 30, 2021, the weighted average cash interest rate for the Company’s consolidated mortgage debt, based on interest rates in effect at that date, was 3.22%. The difference between the weighted average interest rate and the weighted average cash interest rate is recorded to interest payable within “Accounts payable, accrued expenses, and other liabilities” on the Company’s consolidated balance sheets. As of September 30, 2021, the Company’s combined weighted average interest rate and combined weighted average cash interest rate of the Company’s consolidated mortgage debt, the mortgage debt of the Company’s unconsolidated ventures (applying the Company’s percentage interest in the ventures - refer to Note 6) and the Company’s unsecured senior notes were 3.74% and 3.08%, respectively.

(2)	Represents the extended maturity date for all debt obligations.

(3)	This revolver was replaced in March 2021 with the Company’s Unsecured Revolver.

(4)	As of September 30, 2021, $2.0 billion of real estate, at cost, net investment in sales-type leases and Ground Lease receivables served as collateral for the Company’s debt obligations.

Mortgages—Mortgages consist of asset specific non-recourse borrowings that are secured by the Company’s Ground Leases. As of September 30, 2021, the Company’s mortgages are full term interest only, bear interest at a weighted average interest rate of 3.99% and have maturities between April 2027 and November 2069.

Unsecured Revolver—In March 2021, the Operating Partnership (as borrower) and the Company (as guarantor), entered into an unsecured revolving credit facility with an initial maximum aggregate principal amount of up to $1.0 billion (the “Unsecured Revolver”). The Unsecured Revolver provides an accordion feature to increase, subject to certain conditions (including the obtainment of additional lender commitments), the maximum availability up to $1.35 billion. The Unsecured Revolver has an initial maturity of March 2024 with two 12-month extension options exercisable by the Company, subject to certain conditions, and bears interest at an annual rate of applicable LIBOR plus 1.00%, subject to the Company’s credit ratings. The Company also pays a facility fee of 0.125%, subject to the Company’s credit ratings. As of September 30, 2021, there was $835.0 million of undrawn capacity on the Unsecured Revolver.

Unsecured Notes—In May 2021, the Operating Partnership (as issuer) and the Company (as guarantor), issued $400.0 million aggregate principal amount of 2.80% senior notes due June 2031 (the “Notes”). The Notes were issued at 99.127% of par. The Company may redeem the Notes in whole at any time or in part from time to time prior to March 15, 2031, at the Company’s option and sole discretion, at a redemption price equal to the greater of: (i) 100% of the principal amount of the Notes being redeemed; and (ii) a make-whole premium calculated in accordance with the indenture, plus,

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Safehold Inc.

Notes to Consolidated Financial Statements (Continued)

(unaudited)

in each case, accrued and unpaid interest thereon to, but not including, the applicable redemption date. If the Notes are redeemed on or after March 15, 2031, the redemption price will be equal to 100% of the principal amount of the Notes being redeemed, plus accrued and unpaid interest thereon to, but not including, the applicable redemption date.

Debt Covenants—The Company is subject to financial covenants under the Unsecured Revolver, including maintaining: (i) a ratio of unencumbered assets to unsecured debt of at least 1.33x; and (ii) a consolidated fixed charge coverage ratio of at least 1.15x, as such terms are defined in the documents governing the Unsecured Revolver. In addition, the Unsecured Revolver contains customary affirmative and negative covenants. Among other things, these covenants may restrict the Company or certain of its subsidiaries’ ability to incur additional debt or liens, engage in certain mergers, consolidations and other fundamental changes, make other investments or pay dividends. The Company’s Notes are subject to a financial covenant requiring a ratio of unencumbered assets to unsecured debt of at least 1.25x. The Company’s mortgages contain no significant maintenance or ongoing financial covenants. As of September 30, 2021, the Company was in compliance with all of its financial covenants.

Future Scheduled Maturities—As of September 30, 2021, future scheduled maturities of outstanding debt obligations, assuming all extensions that can be exercised at the Company’s option, are as follows ($ in thousands):


	Secured		Unsecured		Total
2021 (remaining three months)	$	—	$	—	$	—
2022		—		—		—
2023		—		—		—
2024		—		—		—
2025		—		—		—
Thereafter⁽¹⁾		1,498,113		565,000		2,063,113
Total principal maturities		1,498,113		565,000		2,063,113
Debt premium, discount and deferred financing costs, net		(27,906)		(7,012)		(34,918)
Total debt obligations, net	$	1,470,207	$	557,988	$	2,028,195

(1)	As of September 30, 2021, the Company’s weighted average maturity for its secured mortgages was 29.8 years.

Note 9—Commitments and Contingencies

Unfunded Commitments—In June 2021, the Company acquired from iStar a purchase option agreement for $1.2 million, which amount was equal to the deposit previously made by iStar under such option agreement plus assumption of iStar’s out of pocket costs and expenses in connection with entering into such option agreement. Under the option agreement, the Company has the right to acquire for $215.0 million a property that is under a separate option for the benefit of a third party, whereby such third party has the right to enter into a Ground Lease and develop approximately 1.1 million square feet of office space. There can be no assurance that the Company will exercise its option to acquire the property.

In September 2021, the Company entered into an aggregate $25.0 million commitment to acquire land for $8.0 million and provide a $17.0 million leasehold improvement allowance for the Ground Lease tenant's development of a student housing property. As of September 30, 2021, the Company had funded $3.6 million of the commitment and expects to fund the remaining commitment upon the completion of certain conditions.

In June 2021, the Company entered into an aggregate $17.0 million commitment to acquire land for $5.2 million and provide a $11.8 million leasehold improvement allowance for the Ground Lease tenant's development of a multi-

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Safehold Inc.

Notes to Consolidated Financial Statements (Continued)

(unaudited)

family property. As of September 30, 2021, the Company had acquired the land and expects to fund the remaining commitment upon the completion of certain conditions.

In June 2021, the Company entered into two agreements pursuant to each of which it would acquire land and a related Ground Lease originated by iStar 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 iStar to achieve the greater of a 1.25x 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 the Company upon acquisition. If certain construction conditions are not met within a specified time period, the Company will have no obligation to acquire the Ground Leases or fund the leasehold improvement allowances. There can be no assurance that the conditions to closing will be satisfied and that the Company will acquire the properties and Ground Leases from iStar.

In January 2021, the Company entered into an aggregate $36.0 million commitment to acquire land for $18.0 million and provide a $18.0 million leasehold improvement allowance for the Ground Lease tenant’s conversion of an office property into a multi-family property. As of September 30, 2021, the Company had acquired the land and funded $12.4 million of the leasehold improvement allowance. The Company expects to fund the remaining commitment upon the completion of certain conditions.

Legal Proceedings—The Company evaluates developments in legal proceedings that could require a liability to be accrued and/or disclosed. Based on its current knowledge, and after consultation with legal counsel, 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 10—Risk Management and Derivatives

In the normal course of its ongoing business operations, the Company encounters credit risk. Credit risk is the risk of default on the Company’s leases that result from a tenant’s inability or unwillingness to make contractually required payments.

Risk concentrations—Concentrations of credit risks arise when the Company has multiple leases with a particular tenant or credit party, or a number of the Company’s tenants are engaged in similar business activities, or activities in the same geographic region, or have similar economic features, such that their ability to meet contractual obligations, including those to the Company, could be similarly affected by changes in economic conditions.

Although the Company’s Ground Leases are geographically diverse and the tenants operate in a variety of industries and property types, to the extent the Company has a significant concentration of operating lease income from any tenant, the inability of that tenant to make its payment could have a material adverse effect on the Company. The Company did not have a significant concentration of operating lease income from any tenant for the periods presented.

Derivative instruments and hedging activity—The Company’s use of derivative financial instruments has been associated with debt issuances and primarily limited to the utilization of interest rate swaps and interest rate caps to manage interest rate risk exposure. The Company does not enter into derivatives for trading purposes.

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Safehold Inc.

Notes to Consolidated Financial Statements (Continued)

(unaudited)

The Company recognizes derivatives as either assets or liabilities on the Company’s consolidated balance sheets at fair value. Interest rate hedge assets are recorded in “Deferred expenses and other assets, net” and interest rate hedge liabilities are recorded in “Accounts payable, accrued expenses and other liabilities” on the Company’s consolidated balance sheets. If certain conditions are met, a derivative may be specifically designated as a hedge of the exposure to changes in the fair value of a recognized asset or liability, a hedge of a forecasted transaction or the variability of cash flows to be received or paid related to a recognized asset or liability.

For the Company’s derivatives designated and qualifying as cash flow hedges, changes in the fair value of the derivatives are reported as a component of accumulated other comprehensive income (loss) and subsequently reclassified into interest expense in the same periods during which the hedged transaction affects earnings. Amounts reported in accumulated other comprehensive income (loss) related to derivatives will be reclassified to interest expense as interest payments are made on the Company’s debt.

For the Company’s derivatives not designated as hedges, the changes in the fair value of the derivatives are reported in “Interest expense” in the Company’s consolidated statements of operations. Derivatives not designated as hedges are not speculative and are used to manage the Company’s exposure to interest rate movements and other identified risks but do not meet the strict hedge accounting requirements.

The table below presents the Company’s derivatives as well as their classification on the consolidated balance sheets as of September 30, 2021 and December 31, 2020 ($ in thousands):⁽¹⁾


	September 30, 2021		December 31, 2020
	Fair		Fair		Balance Sheet
Derivative Type	Value⁽²⁾		Value⁽²⁾		Location
Liabilities
Interest rate swaps⁽³⁾	$	—	$	33,215	Accounts payable, accrued expenses and other liabilities
Total	$	—	$	33,215

(1)

During the three months ended September 30, 2020, the Company recorded $1.0 million of unrealized gains in accumulated other comprehensive income (loss). During the nine months ended September 30, 2021 and 2020, the Company recorded $13.3 million and ($23.5) million, respectively, of unrealized gains (losses) in accumulated other comprehensive income (loss).

(2)

The fair value of the Company’s derivatives are based upon widely accepted valuation techniques utilized by a third-party specialist using observable inputs such as interest rates and contractual cash flow and are classified as Level 2 within the fair value hierarchy. Over the next 12 months, the Company expects that $4.1 million related to cash flow hedges will be reclassified from “Accumulated other comprehensive income (loss)” as an increase to interest expense.

(3)	During the nine months ended September 30, 2021, the Company terminated its interest rate hedges for $19.9 million.

Credit Risk-Related Contingent Features—The Company reports derivative instruments on a gross basis in its consolidated financial statements. The Company has agreements with each of its derivative counterparties that contain a provision whereby if the Company either defaults or is capable of being declared in default on any of its indebtedness, then the Company could also be declared in default on its derivative obligations. In connection with its interest rate derivatives which were in a liability position as of December 31, 2020, the Company posted collateral of $35.5 million, which is included in “Restricted cash” on the Company’s consolidated balance sheets. As of December 31, 2020, the Company would not have been required to post any additional collateral to settle these contracts had the Company been declared in default on its derivative obligations.

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Safehold Inc.

Notes to Consolidated Financial Statements (Continued)

(unaudited)

The table below presents the effect of the Company’s derivative financial instruments in the consolidated statements of operations and the consolidated statements of comprehensive income (loss) for the three and nine months ended September 30, 2021 and 2020 ($ in thousands):


				Amount of Gain
		Amount of Gain		(Loss) Reclassified
		(Loss) Recognized		from Accumulated
		in Accumulated		Other
	Location of Gain (Loss)	Other		Comprehensive
	When Recognized in	Comprehensive		Income into
Derivatives Designated in Hedging Relationships	Income	Income		Earnings
For the Three Months Ended September 30, 2021
Interest rate swaps	Interest expense	$	—	$	(1,034)
For the Three Months Ended September 30, 2020
Interest rate swaps	Interest expense	$	984	$	(508)
For the Nine Months Ended September 30, 2021
Interest rate swaps	Interest expense	$	13,290	$	(2,156)
For the Nine Months Ended September 30, 2020
Interest rate swaps	Interest expense	$	(23,450)	$	(1,321)

Note 11—Equity

Common Stock—The Company has one class of common stock outstanding. From the completion of the Company’s initial public offering through September 30, 2021, iStar purchased 4.4 million shares of the Company’s common stock for $132.6 million, at an average cost of $30.12 per share, pursuant to 10b5-1 plans (the “10b5-1 Plans”) in accordance with Rules 10b5-1 and 10b-18 under the Securities and Exchange Act of 1934, as amended, under which it could buy shares of the Company’s common stock in the open market. iStar has also purchased shares of the Company’s common stock through private placements with the Company in connection with the Company’s public offerings. In September 2021, the Company sold 2,530,000 shares of its common stock in a public offering for gross proceeds of $192.3 million. Concurrently with the public offering, the Company sold $50.0 million in shares, or 657,894 shares, of its common stock to iStar in a private placement. The Company incurred approximately $8.0 million of offering costs in connection with these transactions which were recorded as a reduction to additional paid-in capital. As of September 30, 2021, iStar owned 63.6% of the Company’s common stock; however, its discretionary voting power is limited to 41.9% as a result of limitations on its voting power contained in a stockholder’s agreement entered into in connection with its purchase of newly designated limited partnership units (the “Investor Units”) in January 2019. In May 2019, after approval of the Company’s shareholders, the Investor Units were exchanged for shares of the Company’s common stock on a one-for-one basis.

In February 2021, the Company and its affiliates, entered into an at-the-market equity offering (the “ATM”) pursuant to which the Company may sell shares of its common stock up to an aggregate purchase price of $250.0 million. Through September 30, 2021, the Company sold 12,881 shares at an average net price of $81.45 per share, paid $15,977 of offering costs and raised $1.0 million of net proceeds pursuant to the ATM. Proceeds from the ATM were used for general corporate purposes. As of September 30, 2021, the Company had $248.9 million of aggregate purchase price remaining under its ATM.

Equity Plans—During the third quarter 2018, the Company adopted an equity incentive plan providing for grants of interests (called “CARET Units”) in a subsidiary of the Operating Partnership intended to constitute profits interests within the meaning of relevant Internal Revenue Service guidance. The Company’s shareholders approved the plan in the second quarter of 2019. Grants under the plan are subject to graduated vesting based on time and hurdles of the Company’s common stock price. Once a particular stock price hurdle is met, a portion of the awards become vested, but remain subject to being forfeited, in part, if additional time-based service conditions are not satisfied. The awards generally entitle plan participants to cash distributions of up to 15%, in the aggregate, of the capital appreciation above the Company’s

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Safehold Inc.

Notes to Consolidated Financial Statements (Continued)

(unaudited)

investment basis on its Ground Lease assets received upon the sale of a Ground Lease, the sale of a combined property and certain non-recourse mortgage debt refinancings of a Ground Lease. The Company owns the remaining 85% of the CARET Units. At the time of plan adoption, awards with an aggregate fair value of $1.4 million were granted to the Company’s non-management directors and employees of the Manager and will be recognized over a period of four years. As of September 30, 2021, all stock price hurdles were achieved and 75% of each outstanding award is now fully vested while the remaining 25% of each award will become vested upon satisfaction of continuing service conditions. In February 2020 and March 2020, the Company granted awards with an aggregate grant date fair value of $0.5 million and $0.1 million, respectively, to employees of the Manager. The awards granted in February 2020 will cliff vest in December 2022 and the awards granted in March 2020, which were granted to one employee of the Manager, vest over three years upon satisfaction of continuing service conditions. As of September 30, 2021, 12% of the awards granted in March 2020 had vested and 88% of the awards were forfeited. During the nine months ended September 30, 2021 and 2020, the Company recognized $0.3 million and $0.4 million, respectively, in expense from CARET Units and it is recorded in “General and administrative” in the Company’s consolidated statements of operations and “Noncontrolling interests” on the Company’s consolidated balance sheet.

The Company adopted an equity incentive plan to provide equity incentive opportunities to members of the Manager’s management team and employees who perform services for the Company, the Company’s non-management directors, advisers, consultants and other personnel (the “2017 Equity Incentive Plan”). The 2017 Equity Incentive Plan provides for grants of stock options, shares of restricted common stock, phantom shares, dividend equivalent rights and other equity-based awards, including long-term incentive plan units. In the second quarter 2021, the Company issued 16,000 fully-vested shares with a fair value of $1.1 million, or $69.86 per share, to its directors who are not employees of the Manager or iStar in consideration for their annual services as directors. In the second quarter 2020, the Company issued 22,000 fully-vested shares with a fair value of $1.0 million, or $46.94 per share, to its directors who are not employees of the Manager or iStar in consideration for their annual services as directors. In the first quarter 2019, the Company granted 25,000 restricted stock units with a fair value of $0.5 million, or $19.15 per share, under the 2017 Equity Incentive Plan to an employee of the Manager, representing the right to receive 25,000 shares of the Company’s common stock on January 5, 2022, if the employee is employed by the Manager on that date. Grants under the 2017 Equity Incentive Plan are recognized as compensation costs ratably over the applicable vesting period and recorded in “General and administrative” in the Company’s consolidated statements of operations. Dividends will accrue as and when dividends are declared by the Company on shares of its common stock, but will not be paid unless and until the restricted stock units vest and are settled. As of September 30, 2021, there was $0.1 million of total unrecognized compensation cost related to the unvested restricted stock units. As of September 30, 2021, an aggregate of 724,500 shares remain available for issuance pursuant to future awards under the Company’s 2017 Equity Incentive Plan.

Accumulated Other Comprehensive Income (Loss)—Accumulated other comprehensive income (loss) consists of net unrealized gains (losses) on the Company’s derivative transactions.

Noncontrolling Interests—Noncontrolling interests includes unrelated third-party equity interests in ventures that are consolidated in the Company’s consolidated financial statements and CARET Units that have been granted to employees of the Company’s Manager.

Dividends—The Company elected to be taxed as a REIT beginning with its taxable year ended December 31, 2017. To qualify 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. Because taxable income differs from cash flow from operations due to non-cash revenues and expenses (such as depreciation and other items), 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. During the nine months ended September 30, 2021 and 2020, the Company

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Safehold Inc.

Notes to Consolidated Financial Statements (Continued)

(unaudited)

declared cash dividends on its common stock of $27.3 million, or $0.50224 per share, and $24.6 million, or $0.4805 per share, respectively.

Note 12—Earnings Per Share

Earnings per share (“EPS”) is calculated by dividing net income attributable to common shareholders by the weighted average number of shares outstanding for the period. The following tables present a reconciliation of net income used in the basic and diluted EPS calculations ($ in thousands, except for per share data):


	Three Months Ended				Nine Months Ended
	September 30,				September 30,
	2021		2020		2021		2020
Net income	$	20,309	$	14,212	$	52,045	$	44,169
Net income attributable to noncontrolling interests		(105)		(49)		(201)		(145)
Net income attributable to Safehold Inc. common shareholders for basic and diluted earnings per common share	$	20,204	$	14,163	$	51,844	$	44,024


	Three Months Ended				Nine Months Ended
	September 30,				September 30,
	2021		2020		2021		2020
Earnings attributable to common shares:
Numerator for basic and diluted earnings per share:
Net income attributable to Safehold Inc. common shareholders - basic	$	20,204	$	14,163	$	51,844	$	44,024
Net income attributable to Safehold Inc. common shareholders - diluted	$	20,204	$	14,163	$	51,844	$	44,024

Denominator for basic and diluted earnings per share:
Weighted average common shares outstanding for basic earnings per common share		53,498		51,153		53,347		50,158
Add: Effect of assumed shares under treasury stock method for restricted stock units		13		9		12		9
Weighted average common shares outstanding for diluted earnings per common share		53,511		51,162		53,359		50,167

Basic and diluted earnings per common share:
Net income attributable to Safehold Inc. common shareholders - basic	$	0.38	$	0.28	$	0.97	$	0.88
Net income attributable to Safehold Inc. common shareholders - diluted	$	0.38	$	0.28	$	0.97	$	0.88

Note 13—Related Party Transactions

The Company is externally managed by an affiliate of iStar, the Company’s largest shareholder. iStar has been an active real estate investor for over 20 years and has executed transactions with an aggregate value of over $40.0 billion. iStar has an extensive network for sourcing investments, which includes relationships with brokers, corporate tenants and developers that it has established over its long operating history. As of June 30, 2021, iStar had total assets of approximately $4.8 billion and 149 employees.

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Safehold Inc.

Notes to Consolidated Financial Statements (Continued)

(unaudited)

Management Agreement

A summary of the terms of the management agreement is below:


Manager		SFTY Manager, LLC, a wholly-owned subsidiary of iStar Inc.
Management Fee		Annual fee of 1.00% of total equity (up to $1.5 billion) Annual fee of 1.25% of total equity (for incremental equity of $1.5 billion to $3.0 billion) Annual fee of 1.375% of total equity (for incremental equity of $3.0 billion to $5.0 billion) and Annual fee of 1.5% of total equity (for incremental equity over $5.0 billion)
Management Fee Consideration		At the discretion of the Company’s independent directors, payment will be made in cash or in shares of the Company’s common stock (valued at the greater of: (i) the volume weighted average market price during a specified pricing period; or (ii) the initial public offering price of $20.00 per share)
Lock-up		Restriction from selling common stock received for management fees for two years from the date of such issuance (restriction will terminate in the event of and effective with the termination of the management agreement)
Incentive Fee		None
Term		Non-terminable through June 30, 2023, except for cause. Automatic annual renewals thereafter, subject to non-renewal upon certain findings by the Company’s independent directors and payment of termination fee.
Termination Fee		3x prior year’s management fee

During the three months ended September 30, 2021 and 2020, the Company recorded $3.6 million and $3.2 million, respectively, in management fees to the Manager. During the nine months ended September 30, 2021 and 2020, the Company recorded $10.6 million and $9.3 million, respectively, in management fees to the Manager. These management fees are recorded in “General and administrative” in the Company’s consolidated statements of operations.

Expense Reimbursements

The Company pays, or reimburses the Manager for, certain of the Company’s operating expenses as well as the costs of personnel performing certain legal, accounting, finance, due diligence tasks and other services, in each case except those specifically required to be borne or elected not to be charged by the Manager under the management agreement.

During the three months ended September 30, 2021 and 2020, the Company was allocated $1.9 million and $1.3 million, respectively, in expenses from the Manager. During the nine months ended September 30, 2021 and 2020, the Company was allocated $5.6 million and $3.8 million, respectively, in expenses from the Manager. These expenses are recorded in “General and administrative” in the Company’s consolidated statements of operations.

Acquisitions

iStar has participated in certain of the Company’s investment transactions, as the Company’s tenant or either as a seller of land or by providing financing to the Company’s Ground Lease tenants. Following is a list of transactions in which the Company and iStar participated for the periods presented. These transactions were approved by the Company’s independent directors in accordance with the Company’s policy with respect to transactions in which iStar is also a participant.

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Safehold Inc.

Notes to Consolidated Financial Statements (Continued)

(unaudited)

In October 2017, the Company entered into a purchase agreement with iStar to acquire land subject to a Ground Lease on which a luxury multi-family project is currently being constructed for a purchase price of $34.0 million. In September 2020, the Company closed on the acquisition of the Ground Lease.

In June 2020, the Company acquired the fee interest in an office condominium in Honolulu, HI and simultaneously structured and entered into a Ground Lease with the condominium's tenant. The tenant simultaneously acquired the leasehold interest in the office condominium. The Ground Lease has a term of 99 years. The tenant is a venture in which iStar owns a 51.9% equity interest.

In February 2021, the Company acquired land and simultaneously structured and entered into a Ground Lease as part of the Ground Lease tenant’s recapitalization of an existing hotel property. iStar provided a $50.0 million loan to the Company’s Ground Lease tenant for the recapitalization of the leasehold. The Company paid iStar $1.9 million of additional consideration in connection with this investment.

In March 2021, the Company entered into an agreement pursuant to which, subject to certain conditions being met, it would acquire 100% of the limited liability company interests in the owner of a fee estate subject to a Ground Lease on which a multi-family project is currently being constructed. In March 2021, iStar originated a $75.0 million construction loan to the Ground Lease tenant and acquired the Ground Lease for $16.1 million. The Ground Lease documents contained 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. Subsequent to the origination, iStar funded approximately $6.0 million of the deferred purchase price to the Ground Lease tenant. The Company’s acquisition of the ground lessor entity closed in September 2021. The total consideration paid was $24.8 million and the Company assumed the obligation for the remaining future funding obligations to the Ground Lease tenant.

In June 2021, the Company acquired from iStar a purchase option agreement for $1.2 million, which amount was equal to the deposit previously made by iStar under such option agreement plus assumption of iStar’s out of pocket costs and expenses in connection with entering into such option agreement (refer to Note 9).

Exchange of CARET Units

In August 2021, in order to ensure that the interests of the non-management directors are best aligned with the interests of the Company’s common shareholders, each of the non-management directors (or, in the case of two directors, their affiliated trusts to which the CARET Units had been issued) entered into agreements to exchange their CARET Units (refer to Note 11) that were granted at the time of plan adoption into shares of the Company’s common stock. Effective December 1, 2021, each non-management director will exchange 3,750 CARET Units for 2,546 shares of the Company’s common stock. The Company’s board of directors approved the exchanges having considered the report of a leading independent valuation firm.

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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Certain statements in this report, other than purely historical information, including estimates, projections, statements relating to our business plans, objectives and expected operating results, and the assumptions upon which those statements are based, are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Forward-looking statements are included with respect to, among other things, Safehold Inc.’s (the “Company’s”) current business plan, business strategy, portfolio management, prospects and liquidity. These forward-looking statements generally are identified by the words “believe,” “project,” “expect,” “anticipate,” “estimate,” “intend,” “strategy,” “plan,” “may,” “should,” “will,” “would,” “will be,” “will continue,” “will likely result,” and similar expressions. Forward-looking statements are based on current expectations and assumptions that are subject to risks and uncertainties which may cause actual results or outcomes to differ materially from those contained in the forward-looking statements. We undertake no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise. In assessing all forward-looking statements, readers are urged to read carefully all cautionary statements contained in this Form 10-Q and the uncertainties and risks described in the Risk Factors section in this Form 10-Q and our 2020 Annual Report on Form 10-K (the “2020 Annual Report”), all of which could affect our future results of operations, financial condition and liquidity. For purposes of Management’s Discussion and Analysis of Financial Condition and Results of Operations, the terms “we,” “our” and “us” refer to Safehold Inc. and its consolidated subsidiaries, unless the context indicates otherwise.

The discussion below should be read in conjunction with our consolidated financial statements and related notes in this quarterly report on Form 10-Q and our 2020 Annual Report. These historical financial statements may not be indicative of our future performance.

Executive Overview

The coronavirus (COVID-19) pandemic has continued to impact the U.S. and global economies. The U.S. financial markets have experienced disruption and constrained credit conditions within certain sectors, including real estate. We and our Manager continue to be focused on ensuring the health and safety of our Manager’s personnel and the continuity of business activities, monitoring the effects of the crisis on our tenants, marshalling available liquidity to take advantage of investment opportunities and implementing appropriate cost containment measures. Although more normalized activities have resumed, at this time we cannot predict the full extent of the impacts of the COVID-19 pandemic on our business and the COVID-19 pandemic could have a delayed adverse impact on our financial results. We will continue to monitor its effects on a daily basis and will adjust our operations as necessary.

As of September 30, 2021, the percentage breakdown of the gross book value of our portfolio was 53% office, 31% multi-family, 15% hotels and 1% other. The COVID-19 pandemic hit the hotel sector, including the hotel properties in our portfolio, particularly hard. In addition to base rent, we are entitled to receive percentage rents under certain of our hotel Ground Leases, based on hotel revenues, and for the year ended December 31, 2020, percentage rents constituted approximately 2.5% of our total revenue. During 2020, operations at all of the hotel properties in our portfolio were substantially reduced. Our financial results for the nine months ended September 30, 2021 were adversely impacted by the COVID-19 pandemic due to a decline in percentage rent revenues under our Park Hotels Portfolio in respect of 2020 hotel operating performance. Despite the decrease in percentage rent revenues, which may continue in subsequent quarters, we have received 100% of the Ground Lease rent due under our Ground Leases through September 30, 2021. However, there is no guarantee that we will not experience disruptions in the payment of future rents by our hotel or other tenants, which would adversely impact our cash flows from operations, and any such impact could be material.

We saw an increase in new investment activity beginning in the second quarter 2021 which continued in the third quarter 2021; however, we continue to experience some effect from the COVID-19 pandemic on our new investment activity, primarily because of the reduced levels of real estate transactions and constrained conditions for equity and debt financing for real estate transactions, including leasehold loans. In addition, although more normalized activities have resumed, the pandemic has made it more difficult to execute transactions as people work from home and are reluctant to visit properties, local governmental offices have reduced operations and third parties such as survey, insurance,

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environmental and similar services have more limited capacities. These conditions will adversely affect our growth prospects while they persist. See the Risk Factors section of our 2020 Annual Report for additional discussion of certain potential risks to our business arising from the COVID 19 pandemic.

Business Overview

We acquire, manage and capitalize Ground Leases and report our business as a single reportable segment. We believe owning a portfolio of Ground Leases affords our investors the opportunity for safe, growing income. Safety is derived from a Ground Lease’s senior position in the commercial real estate capital structure. Growth is realized through long-term leases with contractual periodic increases in rent. Capital appreciation is realized though appreciation in the value of the land over time and through our typical rights as landlord to acquire the commercial buildings on our land at the end of a Ground Lease, which may yield substantial value to us. The diversification by geographic location, property type and sponsor in our portfolio further reduces risk and enhances potential upside.

We have chosen to focus on Ground Leases because we believe they meet an important need in the real estate capital markets for our customers. We also believe Ground Leases offer a unique combination of safety, income growth and the potential for capital appreciation for investors for the following reasons:

High Quality Long-Term Cash Flow: We believe that a Ground Lease represents a safe position in a property’s capital structure. The combined property value subject to a Ground Lease typically significantly exceeds the Ground Lease landlord’s investment in the Ground Lease; therefore, even if the landlord takes over the property following a tenant default or upon expiration of the Ground Lease, the landlord is reasonably likely to recover substantially all of its Ground Lease investment, and possibly amounts in excess of its investment, depending upon prevailing market conditions. Additionally, the typical structure of a Ground Lease provides the landlord with a residual right to regain possession of its land and take ownership of the buildings and improvements thereon upon a tenant default. The landlord’s residual right provides a strong incentive for a Ground Lease tenant or its leasehold lender to make the required Ground Lease rent payments.

Income Growth: Ground Leases typically provide growing income streams through contractual base rent escalators that may compound over the duration of the lease. These rent escalators may be based on fixed increases, a Consumer Price Index (“CPI”) or a combination thereof, and may also include a participation in the gross revenues of the property. We believe that this growth in the lease rate over time can mitigate the effects of inflation and capture anticipated increases in land values over time, as well as serving as a basis for growing our dividend.

Opportunity for Capital Appreciation: The opportunity for capital appreciation comes in two forms. First, as the ground rent grows over time, the value of the Ground Lease should grow under market conditions in which capitalization rates remain flat. Second, our residual right to regain possession of the land underlying the Ground Lease and take title to the buildings and other improvements thereon for no additional consideration creates additional potential value to our shareholders.

We generally target Ground Lease investments in which the initial cost of the Ground Lease represents 30% to 45% of the combined value of the land and buildings and improvements thereon (the “Combined Property Value”) as if the Ground Lease did not exist. If the initial cost of a Ground Lease is equal to 35% of the Combined Property Value, the remaining 65% of the Combined Property Value represents potential excess value over the amount of our investment that would be turned over to us upon the reversion of the property, assuming no intervening change in the Combined Property Value. In our view, there is a strong correlation between inflation and commercial real estate values over time, which supports our belief that the value of our owned residual portfolio should increase over time as inflation increases, although our ability to recognize value in certain cases may be limited by the rights of our tenants under some of our Ground Leases, including tenant rights to purchase our land in certain circumstances and the right of one tenant to demolish improvements prior to the expiration of the lease. See “Risk Factors” in our 2020 Annual Report for a discussion of these tenant rights.

Owned Residual Portfolio: We believe that the residual right is a unique feature distinguishing Ground Leases from other fixed income investments and property types. We track the unrealized capital appreciation in the value of our owned residual portfolio over our basis (“UCA”) because we believe it provides relevant information with regard to the three key investment characteristics of our Ground Leases: (1) the safety of our position in a tenant’s capital structure;

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(2) the quality of the long-term cash flows generated by our portfolio rent that increases over time; and (3) increases and decreases in the Combined Property Value of the portfolio that reverts to us pursuant to such residual rights.

We believe that, similar to a loan to value metric, tracking changes in the value of our owned residual portfolio is useful as an indicator of the quality of our cash flows and the safety of our position in a tenant’s capital structure, which, in turn, supports our objective to pay and grow dividends over time. Observing changes in our owned residual portfolio value also helps us monitor changes in the value of the real estate portfolio that reverts to us under the terms of the leases, either at the expiration or earlier termination of the lease. The value may be realized by us at the relevant time by entering into a new lease reflecting then current market terms and values, selling the building, selling the building with the land, or operating the building directly and leasing the spaces to tenants at prevailing market rates.

We have engaged an independent valuation firm to prepare: (a) initial reports of the Combined Property Value associated with our Ground Lease portfolio; and (b) periodic updates of such reports, which we use, in part, to determine the current estimated value of our owned residual portfolio. We calculate this estimated value by subtracting our original aggregate cost basis in the Ground Leases from our estimated aggregate Combined Property Value, based on estimates by the valuation firm and by management.

The table below shows the current estimated UCA in our owned residual portfolio as of September 30, 2021 and December 31, 2020 ($ in millions):⁽¹⁾


	September 30, 2021		December 31, 2020
Combined Property Value⁽²⁾	$	10,551	$	8,637
Ground Lease Cost⁽²⁾		3,886		3,177
Unrealized Capital Appreciation in Our Owned Residual Portfolio		6,665		5,460

(1)

Please review our Current Report on Form 8-K filed on October 21, 2021 for a discussion of the valuation methodology used and important limitations and qualifications of the calculation of UCA. See “Risk Factors-Certain tenant rights under our Ground Leases may limit the value and the UCA we are able to realize upon lease expiration, sale of our land and Ground Leases or other events” in our 2020 Annual Report for a discussion of certain tenant rights and other terms of the leases that may limit our ability to realize value from the UCA.

(2)

Combined Property Value includes our applicable percentage interests in our unconsolidated ventures and $458.4 million and $111.9 million related to transactions with remaining unfunded commitments as of September 30, 2021 and December 31, 2020, respectively. Ground Lease Cost includes our applicable percentage interests in our unconsolidated ventures and $94.0 million and $18.2 million of unfunded commitments as of September 30, 2021 and December 31, 2020, respectively. As of September 30, 2021, our gross book value as a percentage of combined property value was 40%.

We formed a wholly-owned subsidiary called “CARET” that is structured to track and capture UCA to the extent UCA is realized upon expiration of our Ground Leases, sales of our land and Ground Leases or certain other specified events. Under a shareholder-approved plan, management was granted up to 15% of CARET units, which remain subject to time-based vesting.

Market Opportunity: We believe that there is a significant market opportunity for a dedicated provider of Ground Lease capital like us. We believe that the market for existing Ground Leases is fragmented with ownership comprised primarily of high net worth individuals, pension funds, life insurance companies, estates and endowments. However, while we intend to pursue acquisitions of existing Ground Leases, our investment thesis is predicated, in part, on what we believe is an untapped market opportunity to expand the use of Ground Leases to a broader component of the approximately $7.0 trillion institutional commercial property market in the U.S. We intend to capture this market opportunity by utilizing multiple sourcing and origination channels, including manufacturing new Ground Leases with third-party owners and developers of commercial real estate and originating Ground Leases to provide capital for development and redevelopment. We further believe that Ground Leases generally represent an attractive source of capital for our tenants and may allow them to generate superior returns on their invested equity as compared to utilizing alternative sources of capital. We draw on the extensive investment origination and sourcing platform of iStar, the parent company of our Manager, to actively promote the benefits of the Ground Lease structure to prospective Ground Lease tenants.

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Our Portfolio

Our portfolio of properties is diversified by property type and region. Our portfolio is comprised of Ground Leases and a master lease (relating to five hotel assets that we refer to as our “Park Hotels Portfolio”) that has many of the characteristics of a Ground Lease. As of September 30, 2021, our estimated portfolio Ground Rent Coverage was 3.4x (see the “Risk Factors -Our estimated UCA, Combined Property Value and Ground Rent Coverage, may not reflect the full potential impact of the COVID-19 pandemic and may decline materially in future periods, -We rely on Property NOI as reported to us by our tenants, -Our estimates of Ground Rent Coverage for properties in development or transition, or for which we do not receive current tenant financial information, may prove to be incorrect” in our 2020 Annual Report for a discussion of our estimated Ground Rent Coverage).

Below is an overview of the top 10 assets in our portfolio as of September 30, 2021 (based on gross book value and excluding unfunded commitments):⁽¹⁾


			Lease
	Property		Expiration /	Rent Escalation	% of Gross
Property Name	Type	Location	As Extended	Structure	Book Value
425 Park Avenue⁽²⁾	Office	New York, NY	2090 / 2090	Fixed with Inflation Adjustments	9.0	%
135 West 50th Street	Office	New York, NY	2123 / 2123	Fixed with Inflation Adjustments	7.7	%
195 Broadway	Office	New York, NY	2118 / 2118	Fixed with Inflation Adjustments	7.3	%
Park Hotels Portfolio⁽³⁾	Hotel	Various	2025 / 2035	% Rent	5.7	%
Alohilani	Hotel	Honolulu, HI	2118 / 2118	Fixed with Inflation Adjustments	5.3	%
685 Third Avenue	Office	New York, NY	2123 / 2123	Fixed with Inflation Adjustments	4.8	%
1111 Pennsylvania Avenue	Office	Washington, DC	2117 / 2117	Fixed with Inflation Adjustments	3.9	%
1551 Wewatta	Office	Denver, CO	2120 / 2120	Fixed with Inflation Adjustments	3.0	%
32 Old Slip⁽²⁾	Office	New York, NY	2114 / 2164	Fixed Bumps	2.3	%
Domain Tower	Office	Austin, TX	2118 / 2118	Fixed with Inflation Adjustments	2.1	%

(1)	Gross book value represents the historical purchase price plus accrued interest on sales-type leases.

(2)	Gross book value for these properties represents our pro rata share of the gross book value of our unconsolidated ventures (refer to Note 6).

(3)

The Park Hotels Portfolio consists of five properties and is subject to a single master lease. A majority of the land underlying one of these properties is owned by a third party and is ground leased to us through 2044 subject to changes in the CPI; however, our tenant at the property pays this cost directly to the third party.

The following tables show our portfolio by region and property type as of September 30, 2021, excluding unfunded commitments:


	% of Gross
Region	Book Value
Northeast	39	%
West	26
Mid Atlantic	15
Southeast	11
Southwest	7
Central	2


	% of Gross
Property Type	Book Value
Office	53	%
Multifamily	31
Hotel	15
Other	1

Unfunded Commitments

In June 2021, we acquired from iStar a purchase option agreement for $1.2 million, which amount was equal to the deposit previously made by iStar under such option agreement, plus assumption of iStar’s out of pocket costs and expenses in connection with entering into such option agreement. Under the option agreement, we have the right to acquire for $215.0 million a property that is under a separate option for the benefit of a third party, whereby such third party has

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the right to enter into a Ground Lease and develop approximately 1.1 million square feet of office space. There can be no assurance that we will exercise our option to acquire the property.

In September 2021, we entered into an aggregate $25.0 million commitment to acquire land for $8.0 million and provide a $17.0 million leasehold improvement allowance for the Ground Lease tenant's development of a student housing property. As of September 30, 2021, we had funded $3.6 million of the commitment and expect to fund the remaining commitment upon the completion of certain conditions.

In June 2021, we entered into an aggregate $17.0 million commitment to acquire land for $5.2 million and provide a $11.8 million leasehold improvement allowance for the Ground Lease tenant's development of a multi-family property. As of September 30, 2021, we had acquired the land and expect to fund the remaining commitment upon the completion of certain conditions.

In June 2021, we entered into two agreements pursuant to each of which we would acquire land and a related Ground Lease originated by iStar 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 iStar to achieve the greater of a 1.25x 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 us upon acquisition. If certain construction conditions are not met within a specified time period, we will have no obligation to acquire the Ground Leases or fund the leasehold improvement allowances. There can be no assurance that the conditions to closing will be satisfied and that we will acquire the properties and Ground Leases from iStar.

In March 2021, we entered into an agreement pursuant to which, subject to certain conditions being met, we would acquire 100% of the limited liability company interests in the owner of a fee estate subject to a Ground Lease on which a multi-family project is currently being constructed. In September 2021, we acquired the ground lessor entity from iStar for total consideration of $24.8 million. As of September 30, 2021, the Ground Lease documents provide for future funding obligations of approximately $3.1 million of deferred purchase price and $52.0 million of leasehold improvement allowance upon achievement of certain milestones.

In January 2021, we entered into an aggregate $36.0 million commitment to acquire land for $18.0 million and provide a $18.0 million leasehold improvement allowance for the Ground Lease tenant’s conversion of an office property into a multi-family property. As of September 30, 2021, we had acquired the land and funded $12.4 million of the leasehold improvement allowance. We expect to fund the remaining commitment upon the completion of certain conditions.

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Results of Operations for the Three Months Ended September 30, 2021 compared to the Three Months Ended September 30, 2020


	For the Three Months Ended
	September 30,
	2021		2020		$ Change

	(in thousands)
Operating lease income	$	16,992	$	17,195	$	(203)
Interest income from sales-type leases		30,145		20,583		9,562
Other income		144		222		(78)
Total revenues		47,281		38,000		9,281
Interest expense		20,932		16,430		4,502
Real estate expense		719		493		226
Depreciation and amortization		2,390		2,361		29
General and administrative		6,658		5,302		1,356
Other expense		350		34		316
Total costs and expenses		31,049		24,620		6,429
Earnings from equity method investments		2,244		832		1,412
Selling profit from sales-type leases		1,833		—		1,833
Net income	$	20,309	$	14,212	$	6,097

Operating lease income decreased to $17.0 million during the three months ended September 30, 2021 from $17.2 million for the same period in 2020. The decrease was due primarily to an operating lease being reclassified to a sales-type lease in the third quarter 2021 (refer to Note 5).

Interest income from sales-type leases increased to $30.1 million for the three months ended September 30, 2021 from $20.6 million for the same period in 2020. The increase was due primarily to the origination of Ground Leases classified as sales-type leases since October 1, 2020.

Other income for both the three months ended September 30, 2021 and 2020 includes $0.1 million of other income relating to a Ground Lease in which we are the lessee but our tenant at the property pays this expense directly under the terms of a master lease.

During the three months ended September 30, 2021 and 2020, we incurred interest expense from our debt obligations of $20.9 million and $16.4 million, respectively. The increase in 2021 was primarily the result of additional borrowings to fund our growing portfolio of Ground Leases.

Real estate expense was $0.7 million and $0.5 million during the three months ended September 30, 2021 and 2020, respectively, which consisted primarily of the amortization of an operating lease right-of-use asset, legal fees, property taxes and insurance expense. In addition, during both the three months ended September 30, 2021 and 2020, we also recorded $0.1 million of real estate expense relating to a Ground Lease in which we are the lessee but our tenant at the property pays this expense directly under the terms of a master lease. The increase in 2021 was primarily the result of an increase in insurance and legal fees at certain of our properties.

Depreciation and amortization was $2.4 million during both the three months ended September 30, 2021 and 2020, and primarily relates to our ownership of the Park Hotels Portfolio and the Buckler multi-family property and the amortization of in-place lease assets.

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General and administrative expenses include management fees, stock-based compensation (primarily to our non-management directors), costs of operating as a public company and an allocation of expenses to us from our Manager. The following table presents our general and administrative expenses for the three months ended September 30, 2021 and 2020 ($ in thousands):


	For the Three Months Ended
	September 30,
	2021		2020
Management fees⁽¹⁾	$	3,598	$	3,234
Public company and other costs		1,011		629
Expense reimbursements to the Manager⁽¹⁾		1,875		1,250
Stock-based compensation		174		189
Total general and administrative expenses	$	6,658	$	5,302

(1)	Refer to Note 13.

During the three months ended September 30, 2021, other expense consists primarily of investment pursuit costs and state taxes. During the three months ended September 30, 2020, other expense consists primarily of property appraisal fees, fees related to our derivative transactions and state taxes.

During the three months ended September 30, 2021, earnings from equity method investments resulted from our $0.8 million pro rata share of income from a venture that we entered into with an existing shareholder that acquired the existing Ground Lease at 425 Park Avenue in New York City in November 2019 (refer to Note 6) and our $1.4 million pro rata share of income from an equity interest in a Ground Lease we acquired in June 2021 (refer to Note 6). During the three months ended September 30, 2020, earnings from equity method investments resulted from our pro rata share of income from the venture that we entered into in November 2019.

During the three months ended September 30, 2021, selling profit from sales-type leases resulted from the reclassification of an existing operating lease to a sales-type lease in September 2021 (refer to Note 5).

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Results of Operations for the Nine Months Ended September 30, 2021 compared to the Nine Months Ended September 30, 2020


	For the Nine Months Ended
	September 30,
	2021		2020		$ Change

	(in thousands)
Operating lease income	$	51,367	$	55,088	$	(3,721)
Interest income from sales-type leases		83,244		59,315		23,929
Other income		390		1,115		(725)
Total revenues		135,001		115,518		19,483
Interest expense		57,259		47,811		9,448
Real estate expense		2,038		1,828		210
Depreciation and amortization		7,160		7,064		96
General and administrative		21,388		16,924		4,464
Other expense		740		194		546
Total costs and expenses		88,585		73,821		14,764
Loss on early extinguishment of debt		(216)		—		(216)
Earnings from equity method investments		4,012		2,472		1,540
Selling profit from sales-type leases		1,833		—		1,833
Net income	$	52,045	$	44,169	$	7,876

Operating lease income decreased to $51.4 million during the nine months ended September 30, 2021 from $55.1 million for the same period in 2020. The decrease was due primarily to a decrease in percentage rent from our Park Hotels Portfolio resulting from a decline in 2020 hotel operating performance due to the COVID-19 pandemic.

Interest income from sales-type leases increased to $83.2 million for the nine months ended September 30, 2021 from $59.3 million for the same period in 2020. The increase was due primarily to the origination of Ground Leases classified as sales-type leases.

Other income for both the nine months ended September 30, 2021 and 2020 includes $0.3 million of other income relating to a Ground Lease in which we are the lessee but our tenant at the property pays this expense directly under the terms of a master lease. In addition, during the nine months ended September 30, 2020, we recognized $0.2 million of interest income earned on our cash balances.

During the nine months ended September 30, 2021 and 2020, we incurred interest expense from our debt obligations of $57.3 million and $47.8 million, respectively. The increase in 2021 was primarily the result of additional borrowings to fund our growing portfolio of Ground Leases.

Real estate expense was $2.0 million and $1.8 million during the nine months ended September 30, 2021 and 2020, respectively, which consisted primarily of the amortization of an operating lease right-of-use asset, legal fees, property taxes and insurance expense. In addition, during both the nine months ended September 30, 2021 and 2020, we also recorded $0.3 million of real estate expense relating to a Ground Lease in which we are the lessee but our tenant at the property pays this expense directly under the terms of a master lease.

Depreciation and amortization was $7.2 million and $7.1 million during the nine months ended September 30, 2021 and 2020, respectively, and primarily relates to our ownership of the Park Hotels Portfolio and the Buckler multi-family property and the amortization of in-place intangible assets.

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General and administrative expenses include management fees, stock-based compensation (primarily to our non-management directors), costs of operating as a public company and an allocation of expenses to us from our Manager. The following table presents our general and administrative expenses for the nine months ended September 30, 2021 and 2020 ($ in thousands):


	For the Nine Months Ended
	September 30,
	2021		2020
Management fees⁽¹⁾	$	10,594	$	9,283
Public company and other costs		3,595		2,336
Expense reimbursements to the Manager⁽¹⁾		5,625		3,750
Stock-based compensation⁽²⁾		1,574		1,555
Total general and administrative expenses	$	21,388	$	16,924

(1)	Refer to Note 13.

(2)	During the nine months ended September 30, 2021 and 2020, $1.1 million and $1.0 million, respectively, of stock-based compensation represented compensation to our non-management directors.

During the nine months ended September 30, 2021, other expense consists primarily of investment pursuit costs and fees related to public company filings. During the nine months ended September 30, 2020, other expense consists primarily of property appraisal fees, fees related to our derivative transactions and state taxes.

During the nine months ended September 30, 2021, loss on early extinguishment of debt resulted from the replacement of our secured revolving credit facility with our new Unsecured Revolver (refer to Note 8).

During the nine months ended September 30, 2021, earnings from equity method investments resulted from our $2.5 million pro rata share of income from a venture that we entered into with an existing shareholder that acquired the existing Ground Lease at 425 Park Avenue in New York City in November 2019 (refer to Note 6) and our $1.5 million pro rata share of income from an equity interest in a Ground Lease we acquired in June 2021 (refer to Note 6). During the nine months ended September 30, 2020, earnings from equity method investments resulted from our pro rata share of income from the venture that we entered into in November 2019.

During the nine months ended September 30, 2021, selling profit from sales-type leases resulted from the reclassification of an existing operating lease to a sales-type lease in September 2021 (refer to Note 5).

Liquidity and Capital Resources

Liquidity is a measure of our ability to meet potential cash requirements, including to pay interest and repay borrowings, fund and maintain our assets and operations, complete acquisitions and originations of investments, make distributions to our shareholders and meet other general business needs. In order to qualify as a REIT, we are required under the Internal Revenue Code of 1986 to distribute to our shareholders, on an annual basis, at least 90% of our REIT taxable income, determined without regard to the deduction for dividends paid and excluding net capital gains. We expect to make quarterly cash distributions to our shareholders sufficient to meet REIT qualification requirements.

In the first quarter 2021, we received investment-grade credit ratings from Moody's Investors Services of Baa1 and Fitch Ratings of BBB+ and entered into a new unsecured revolver (refer to Note 8) with a total capacity of $1.0 billion (the “Unsecured Revolver”). In the second quarter 2021, we issued $400 million aggregate principal amount of 2.80% senior notes due 2031 (the “Notes”). The Notes were issued at 99.127% of par. As evidenced by our Unsecured Revolver and the Notes, we believe the strong credit profile we have established utilizing our modern Ground Leases and our investment grade credit ratings will further accelerate our ability to bring commercial real estate owners, developers and sponsors more efficiently priced capital.

Our Unsecured Revolver replaced our secured revolving credit facility. With its increased size of total capacity of $1.0 billion (which can be increased to $1.35 billion with the obtainment of additional lender commitments) and reduced cost, our new Unsecured Revolver allows us significant operational and financial flexibility and supports our ability to

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scale our Ground Lease platform. We also believe our Unsecured Revolver marked a strong first step towards our goal of unlocking opportunities from the unsecured capital markets to deliver lower cost, more efficient capital to our customers.

In the first quarter 2021, we entered into an at-the-market equity offering (the “ATM”) pursuant to which we may sell shares of our common stock up to an aggregate purchase price of $250.0 million. As of September 30, 2021, we had $248.9 million of aggregate purchase price remaining under our ATM.

In September 2021, we sold 2,530,000 shares of our common stock in a public offering for gross proceeds of $192.3 million. Concurrently with the public offering, we sold $50.0 million in shares, or 657,894 shares, of our common stock to iStar in a private placement. We incurred approximately $8.0 million of offering costs in connection with these transactions.

As of September 30, 2021, our liquidity position included $43.9 million of unrestricted cash and $835 million of undrawn capacity on our Unsecured Revolver. We refer to the combined $879 million of unrestricted cash and additional borrowing capacity on our Unsecured Revolver as our “equity” liquidity which can be used for general corporate purposes or leveraged to acquire new Ground Lease assets. Our primary sources of cash to date have been proceeds from equity offerings and private placements, proceeds from our initial capitalization by iStar and two institutional investors and borrowings from our debt facilities. Our primary uses of cash to date have been the acquisition/origination of Ground Leases, repayments on our debt facilities and distributions to our shareholders.

During the nine months ended September 30, 2020, we recognized $3.6 million of percentage rent revenues from our Park Hotels Portfolio in respect of 2019 hotel operating performance. During the nine months ended September 30, 2021, we did not recognize any percentage rent revenues from our Park Hotels Portfolio in respect of 2020 hotel operating performance impacted by the COVID-19 pandemic. Any decrease in percentage rent revenues, as well as any disruptions in the payment of future rents by our hotel or other tenants, would adversely impact our cash flows from operations, and any such impact could be material.

We expect our future liquidity requirements over the next 12 months and beyond to include debt service, distributions to our shareholders, working capital, acquisitions and originations of Ground Lease investments (including in respect of unfunded commitments), debt maturities and payments of fees under our management agreement to the extent we do not elect to pay the fees in common stock. Our primary sources of liquidity going forward will generally consist of cash on hand and cash flows from operations, new financings, unused borrowing capacity under our Unsecured Revolver (subject to the conditions set forth in the applicable loan agreement) and common and/or preferred equity issuances. We expect that we will be able to meet our liquidity requirements over the next 12 months and beyond.

Critical Accounting Estimates

The preparation of financial statements in accordance with GAAP requires management to make estimates and judgments in certain circumstances that affect amounts reported as assets, liabilities, revenues and expenses. We have established detailed policies and control procedures intended to ensure that valuation methods, including any judgments made as part of such methods, are well controlled, reviewed and applied consistently from period to period. We base our estimates on historical corporate and industry experience and various other assumptions that we believe to be appropriate under the circumstances. For all of these estimates, we caution that future events rarely develop exactly as forecasted, and, therefore, routinely require adjustment.

For a discussion of our critical accounting policies, refer to Note 3 to the consolidated financial statements and our 2020 Annual Report.

New Accounting Pronouncements—For a discussion of the impact of new accounting pronouncements on our financial condition or results of operations, refer to Note 3 to the consolidated financial statements.

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Item 3. Quantitative and Qualitative Disclosures about Market Risk

Market Risks

Our future income, cash flows and fair values relevant to financial instruments are dependent upon prevalent market prices and interest rates. Market risk refers to the risk of loss from adverse changes in market prices and interest rates. One of the principal market risks facing us is interest rate risk on our floating rate indebtedness.

Subject to qualifying and maintaining our qualification as a REIT for U.S. federal income tax purposes, we may mitigate the risk of interest rate volatility through the use of hedging instruments, such as interest rate swap agreements and interest rate cap agreements. Our primary objectives when undertaking hedging transactions will be to reduce our floating rate exposure and to fix a portion of the interest rate for anticipated financing and refinancing transactions. However, we can provide no assurances that our efforts to manage interest rate volatility will successfully mitigate the risks of such volatility on our portfolio. Our current portfolio is not subject to foreign currency risk.

Our objectives with respect to interest rate risk are to limit the impact of interest rate changes on operations and cash flows, and to lower our overall borrowing costs. To achieve these objectives, we may borrow at fixed rates and may enter into hedging instruments such as interest rate swap agreements and interest rate cap agreements in order to mitigate our interest rate risk on a related floating rate financial instrument. We do not enter into derivative or interest rate transactions for speculative purposes.

As of September 30, 2021, we had $1.9 billion principal amount of fixed-rate debt outstanding and $165.0 million of floating-rate debt outstanding. The following table quantifies the potential changes in annual net income should interest rates decrease by 10 basis points or increase by 10, 50 and 100 basis points, assuming no change in our interest earning assets, interest bearing liabilities, derivative contracts or the shape of the yield curve (i.e., relative interest rates). The base interest rate scenario assumes the one-month LIBOR rate of 0.08% as of September 30, 2021. Actual results could differ significantly from those estimated in the table.

Estimated Change In Net Income

($ in thousands)


Change in Interest Rates	Net Income (Loss)
-10 Basis Points	$	132
Base Interest Rate		—
+10 Basis Points		(165)
+ 50 Basis Points		(825)
+100 Basis Points		(1,650)

Item 4. Controls and Procedures

The Company maintains disclosure controls and procedures that are designed to ensure that information required to be disclosed in the Company’s Exchange Act reports is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms, and that such information is accumulated and communicated to the Company’s management, including its Chief Executive Officer and its Chief Accounting Officer, who is currently performing the functions of the Company's principal financial officer, as appropriate, to allow timely decisions regarding required disclosure. The Company has formed a disclosure committee that is responsible for considering the materiality of information and determining the disclosure obligations of the Company on a timely basis. The disclosure committee reports directly to the Company’s Chief Executive Officer and principal financial officer (whose functions are currently being performed by the Company's Chief Accounting Officer).

As of the end of the period covered by this report, the Company carried out an evaluation, under the supervision and with the participation of the disclosure committee and other members of management, including its Chief Executive Officer and Chief Accounting Officer (performing the functions of the principal financial officer), of the effectiveness of the Company’s disclosure controls and procedures pursuant to Exchange Act Rule 13a-15(b) or Rule 15d-15. Based upon

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that evaluation, the Chief Executive Officer and Chief Accounting Officer concluded that the Company’s disclosure controls and procedures are effective to provide reasonable assurance that the information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is: (i) recorded, processed, summarized and reported within the time periods specified in SEC rules and forms; and (ii) accumulated and communicated to management, including the Chief Executive Officer and Chief Accounting Officer, as appropriate, to allow timely decisions regarding disclosure.

There have been no changes during the last fiscal quarter in the Company’s internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

Notwithstanding the foregoing, a control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that it will detect or uncover failures within the Company to disclose material information otherwise required to be set forth in the Company’s periodic reports.

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PART II. OTHER INFORMATION

Item 1. Legal Proceedings

From time to time, we may be party, or our properties may be subject to, various claims, lawsuits or other legal proceedings that arise in the ordinary course of our business. We are not currently a party, as plaintiff or defendant, to any legal proceedings which, individually or in the aggregate, would be expected to have a material effect on our business, financial position, liquidity or results of operations if determined adversely to us.

Item 1A. Risk Factors

Our credit ratings will impact our borrowing costs and our access to debt capital markets.

Our borrowing costs on our Unsecured Revolver and our access to debt capital markets will depend significantly on our credit ratings, which are based on our operating performance, liquidity and leverage ratios, financial condition and prospects, and other factors. Our unsecured corporate credit ratings from major national credit rating agencies are currently investment grade. However, there can be no assurance that our credit ratings or outlook will not be lowered in the future in response to adverse changes in these metrics caused by our operating results or by actions that we take that may reduce our profitability or that require us to incur additional indebtedness. Any downgrade in our credit ratings will increase our borrowing costs on our Unsecured Revolver and could have a material adverse effect on our ability to raise capital in the debt capital markets, which could in turn have a material adverse effect on our business, liquidity and the market price of our common stock.

There were no other material changes from the risk factors previously disclosed in our 2020 Annual Report.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

Issuer Purchases of Equity Securities

We did not purchase any shares of our common stock during the three months ended September 30, 2021.

The following table sets forth information with respect to purchases of our common stock made by iStar during the three months ended September 30, 2021. The purchases were made in open market transactions on an opportunistic basis and not as part of a publicly announced plan. The amounts do not reflect shares of our common stock issued to iStar, in its capacity as our Manager, in lieu of cash management fees.


	Total Number of Shares Purchased	Average Price Paid per Share	Total Number of Shares Purchased as Part of Publicly Announced Plans	Maximum Dollar Value of Shares that May Yet be Purchased under the Plans
July 1 to July 31	—	—	N/A	N/A
August 1 to August 31	—	—	N/A	N/A
September 1 to September 30	41,045	$ 73.11	N/A	N/A

Unregistered Sales of Equity Securities

In July 2021, we issued 42,739 shares of our common stock to our Manager as payment for the management fee for the three months ended June 30, 2021. These shares were not registered under the Securities Act in reliance upon exemption from registration provided by Section 4(a)(2) of the Securities Act. Such shares are subject to certain resale restrictions.

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Item 3. Defaults Upon Senior Securities

None.

Item 4. Mine Safety Disclosures

Not applicable.

Item 5. Other Information

None.

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Item 6. Exhibits

INDEX TO EXHIBITS


Exhibit Number		Document Description
31.0		Certifications pursuant to Section 302 of the Sarbanes-Oxley Act.
32.0		Certifications pursuant to Section 906 of the Sarbanes-Oxley Act.
101*		The following financial information from the Company’s Quarterly Report on Form 10-Q for the period ended September 30, 2021 is formatted in iXBRL (“eXtensible Business Reporting Language”): (i) the Consolidated Balance Sheets (unaudited) as of September 30, 2021 and December 31, 2020; (ii) the Consolidated Statements of Operations (unaudited) for the three and nine months ended September 30, 2021 and 2020; (iii) the Consolidated Statements of Comprehensive Income (Loss) (unaudited) for the three and nine months ended September 30, 2021 and 2020; (iv) the Consolidated Statements of Changes in Equity (unaudited) for the three and nine months ended September 30, 2021 and 2020; (v) the Consolidated Statements of Cash Flows (unaudited) for the three and nine months ended September 30, 2021 and 2020; and (vi) the Notes to the Consolidated Financial Statements (unaudited).
104		Cover Page Interactive Data File (formatted in iXBRL and contained in Exhibit 101)

In accordance with Rule 406T of Regulation S-T, the iXBRL related information in Exhibit 101 is deemed not filed or part of a registration statement or prospectus for purposes of sections 11 or 12 of the Securities Act of 1933, is deemed not filed for purposes of section 18 of the Exchange Act of 1934 and otherwise is not subject to liability under these sections.

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SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.


		Safehold Inc.
		Registrant

Date:	October 21, 2021	/s/ JAY SUGARMAN
		Jay Sugarman
		Chairman of the Board of Directors and Chief
		Executive Officer (principal executive officer)



		Safehold Inc.
		Registrant

Date:	October 21, 2021	/s/ GARETT ROSENBLUM
		Garett Rosenblum
		Chief Accounting Officer
		(principal financial officer)