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Safehold Inc. - Quarter Report: 2022 June (Form 10-Q)

Table of Contents

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

June 30, 2022

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. 1-15371

_______________________________________________________________________________

iStar Inc.

(Exact name of registrant as specified in its charter)

Maryland

    

95-6881527

(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: (212930-9400

_______________________________________________________________________________

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,

$0.001 par value

 

STAR

 

New York Stock Exchange

8.00% Series D Cumulative Redeemable Preferred Stock,

$0.001 par value

STAR-PD

New York Stock Exchange

7.65% Series G Cumulative Redeemable Preferred Stock,

$0.001 par value

STAR-PG

New York Stock Exchange

7.50% Series I Cumulative Redeemable Preferred Stock,

$0.001 par value

STAR-PI

New York Stock Exchange

Indicate by check mark whether the registrant: (1) 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 (2) 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 

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. 

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

As of August 2, 2022, there were 85,377,094 shares, $0.001 par value per share, of iStar 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 June 30, 2022 and December 31, 2021

2

Consolidated Statements of Operations (unaudited)—For the three and six months ended June 30, 2022 and 2021

3

Consolidated Statements of Comprehensive Income (Loss) (unaudited)—For the three and six months ended June 30, 2022 and 2021

4

Consolidated Statements of Changes in Equity (unaudited)—For the three and six months ended June 30, 2022 and 2021

5

Consolidated Statements of Cash Flows (unaudited)—For the six months ended June 30, 2022 and 2021

7

Notes to Consolidated Financial Statements (unaudited)

9

Item 2.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

43

Item 3.

Quantitative and Qualitative Disclosures About Market Risk

56

Item 4.

Controls and Procedures

57

PART II

Other Information

58

Item 1.

Legal Proceedings

58

Item 1A.

Risk Factors

58

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds

58

Item 3.

Defaults Upon Senior Securities

58

Item 4.

Mine Safety Disclosures

58

Item 5.

Other Information

58

Item 6.

Exhibits

59

SIGNATURES

60

Table of Contents

PART I. CONSOLIDATED FINANCIAL INFORMATION

Item 1.   Financial Statements

iStar Inc.

Consolidated Balance Sheets

(In thousands, except per share data)(1)

(unaudited)

As of

June 30,

December 31,

    

2022

    

2021

ASSETS

 

  

 

  

Real estate

 

  

 

  

Real estate, at cost

$

111,909

$

113,510

Less: accumulated depreciation

 

(21,678)

 

(21,360)

Real estate, net

 

90,231

 

92,150

Real estate available and held for sale

 

1,970

 

301

Total real estate

 

92,201

 

92,451

Real estate and other assets available and held for sale and classified as discontinued operations(2)

11,518

2,299,711

Net investment in leases ($380 and $0 of allowances as of June 30, 2022 and December 31, 2021, respectively)

31,999

43,215

Land and development, net

 

259,718

 

286,810

Loans receivable and other lending investments, net ($3,033 and $4,769 of allowances as of June 30, 2022 and December 31, 2021, respectively)

 

204,252

 

332,844

Loans receivable held for sale

43,215

Other investments

 

1,556,792

 

1,297,281

Cash and cash equivalents

 

1,400,658

 

339,601

Accrued interest and operating lease income receivable, net

 

1,601

 

1,813

Deferred operating lease income receivable, net

 

2,941

 

3,159

Deferred expenses and other assets, net

 

48,940

 

100,434

Total assets

$

3,610,620

$

4,840,534

LIABILITIES AND EQUITY

 

  

 

  

Liabilities:

 

  

 

  

Accounts payable, accrued expenses and other liabilities

$

140,791

$

236,732

Liabilities associated with real estate held for sale and classified as discontinued operations(2)

5,715

968,419

Liabilities associated with properties held for sale

 

 

3

Debt obligations, net

 

1,833,250

 

2,572,174

Total liabilities

 

1,979,756

 

3,777,328

Commitments and contingencies (refer to Note 11)

 

  

 

  

Equity:

 

  

 

  

iStar Inc. shareholders' equity:

 

  

 

  

Preferred Stock Series D, G and I, liquidation preference $25.00 per share

 

12

 

12

Common Stock, $0.001 par value, 200,000 shares authorized, 83,303 and 68,870 shares issued and outstanding as of June 30, 2022 and December 31, 2021, respectively

 

84

 

69

Additional paid-in capital

 

3,406,422

 

3,100,015

Accumulated deficit

 

(1,774,069)

 

(2,227,213)

Accumulated other comprehensive loss

 

(17,872)

 

(21,587)

Total iStar Inc. shareholders' equity

 

1,614,577

 

851,296

Noncontrolling interests

 

16,287

 

211,910

Total equity

 

1,630,864

 

1,063,206

Total liabilities and equity

$

3,610,620

$

4,840,534

(1)Refer to Note 2 for details on the Company’s consolidated variable interest entities (“VIEs”).
(2)Refer to Note 3 - Net Lease Sale and Discontinued Operations.

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

2

Table of Contents

iStar Inc.

Consolidated Statements of Operations

(In thousands, except per share data)

(unaudited)

For the Three Months Ended June 30, 

For the Six Months Ended June 30, 

    

2022

    

2021

    

2022

    

2021

Revenues:

 

  

 

  

  

 

  

Operating lease income

$

3,182

$

4,792

$

6,291

$

9,723

Interest income

 

4,221

 

8,084

 

9,169

 

17,874

Interest income from sales-type leases

 

376

 

157

 

732

 

157

Other income

 

15,881

 

8,903

 

24,521

 

21,917

Land development revenue

 

24,403

 

32,318

 

39,303

 

64,567

Total revenues

 

48,063

 

54,254

 

80,016

 

114,238

Costs and expenses:

 

  

 

  

 

  

 

  

Interest expense

 

24,149

 

28,641

 

53,392

 

57,450

Real estate expense

 

13,016

 

11,317

 

23,133

 

20,035

Land development cost of sales

 

24,095

 

30,803

 

38,591

 

60,126

Depreciation and amortization

 

1,338

 

1,573

 

2,695

 

3,974

General and administrative

 

(5,179)

 

30,394

 

(3,804)

 

51,833

Provision for (recovery of) loan losses

 

22,578

 

(2,158)

 

22,713

 

(5,800)

Provision for losses on net investment in leases

 

99

 

779

 

380

 

780

Impairment of assets

 

1,768

 

 

1,768

 

257

Other expense

 

1,523

 

211

 

2,453

 

463

Total costs and expenses

 

83,387

 

101,560

 

141,321

 

189,118

Income from sales of real estate

 

 

96

 

492

 

708

Loss from operations before earnings from equity method investments and other items

 

(35,324)

 

(47,210)

 

(60,813)

 

(74,172)

Loss on early extinguishment of debt, net

 

(116,563)

 

 

(117,991)

 

Earnings from equity method investments

 

19,393

 

11,098

 

44,425

 

22,866

Net loss from continuing operations before income taxes

 

(132,494)

 

(36,112)

 

(134,379)

 

(51,306)

Income tax (expense) benefit

 

 

(619)

 

(3)

 

79

Net loss from continuing operations

(132,494)

(36,731)

(134,382)

(51,227)

Net income from discontinued operations(1)

 

 

25,315

 

797,688

 

47,800

Net income (loss)

(132,494)

(11,416)

663,306

(3,427)

Net (income) loss from continuing operations attributable to noncontrolling interests

 

(117)

 

20

 

(99)

 

65

Net (income) from discontinued operations attributable to noncontrolling interests

(2,273)

(179,089)

(4,838)

Net income (loss) attributable to iStar Inc.

 

(132,611)

 

(13,669)

 

484,118

 

(8,200)

Preferred dividends

 

(5,874)

 

(5,874)

 

(11,748)

 

(11,748)

Net income (loss) allocable to common shareholders

$

(138,485)

$

(19,543)

$

472,370

$

(19,948)

Per common share data:

 

  

 

  

 

  

 

  

Net income (loss) allocable to common shareholders

 

  

 

  

 

  

 

  

Basic and diluted

$

(1.70)

$

(0.27)

$

6.28

$

(0.27)

Net loss from continuing operations and allocable to common shareholders:

 

  

 

  

 

  

 

  

Basic and diluted

$

(1.70)

$

(0.59)

$

(1.94)

$

(0.86)

Net income from discontinued operations and allocable to common shareholders:

 

  

 

  

 

  

 

  

Basic and diluted

$

$

0.32

$

8.22

$

0.59

Weighted average number of common shares:

 

  

 

  

 

  

 

  

Basic and diluted

 

81,442

 

72,872

 

75,274

 

73,374

(1)Refer to Note 3 - Net Lease Sale and Discontinued Operations.

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

3

Table of Contents

iStar Inc.

Consolidated Statements of Comprehensive Income (Loss)

(In thousands)

(unaudited)

For the Three Months Ended June 30, 

     

For the Six Months Ended June 30, 

    

2022

    

2021

2022

    

2021

Net income (loss)

$

(132,494)

$

(11,416)

$

663,306

$

(3,427)

Other comprehensive income:

 

  

 

  

 

  

 

  

Reclassification of losses on cash flow hedges into earnings upon realization(1)

 

580

 

2,486

 

1,201

 

4,824

Unrealized gains (losses) on available-for-sale securities

 

(1,610)

 

657

 

(4,623)

 

(374)

Unrealized gains (losses) on cash flow hedges

    

 

4,382

   

 

(764)

 

7,137

 

11,211

Other comprehensive income

 

3,352

   

 

2,379

 

3,715

 

15,661

Comprehensive income (loss)

 

(129,142)

 

(9,037)

 

667,021

 

12,234

Comprehensive (income) attributable to noncontrolling interests(2)

 

(117)

 

(2,765)

 

(179,188)

 

(7,744)

Comprehensive income (loss) attributable to iStar Inc.

$

(129,259)

$

(11,802)

$

487,833

$

4,490

(1)Reclassified to “Net income from discontinued operations” in the Company’s consolidated statements of operations for the three and six months ended June 30, 2021 is $2,029 and $4,133, respectively. Reclassified to “Earnings from equity method investments” in the Company’s consolidated statements of operations for the three months ended June 30, 2022 and 2021 are $580 and $457 respectively. Reclassified to “Earnings from equity method investments” in the Company’s consolidated statements of operations for the six months ended June 30, 2022 and 2021 are $1,201 and $691, respectively.
(2)For the three months ended June 30, 2021, $2.8 million of comprehensive income attributable to noncontrolling interests was from discontinued operations. For the six months ended June 30, 2022 and 2021, $179.1 million and $7.8 million, respectively, of comprehensive income attributable to noncontrolling interests was from discontinued operations.

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

4

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iStar Inc.

Consolidated Statements of Changes in Equity

(In thousands)

(unaudited)

    

iStar Inc. Shareholders' Equity

    

    

    

  

    

  

    

Accumulated

    

    

Common

Additional

Retained

Other

Preferred 

Stock at

Paid-In

Earnings

Comprehensive

Noncontrolling

Total

Stock(1)

Par

Capital

(Deficit)

Income (Loss)

Interests

Equity

Balance as of March 31, 2022

$

12

$

69

$

3,100,665

$

(1,625,086)

$

(21,224)

$

330,514

$

1,784,950

Dividends declared—preferred

 

 

 

 

(5,874)

 

 

 

(5,874)

Dividends declared—common ($0.125 per share)

 

 

 

 

(10,498)

 

 

 

(10,498)

Issuance of stock/restricted stock unit amortization, net(2)

 

 

1

 

8,236

 

 

 

1,077

 

9,314

Issuance of common stock in connection with 3.125% convertible notes

14

297,521

297,535

Net income (loss)

 

 

 

 

(132,611)

 

 

117

 

(132,494)

Change in accumulated other comprehensive income (loss)

 

 

 

 

 

3,352

 

 

3,352

Distributions to noncontrolling interests

 

 

 

 

 

 

(315,421)

 

(315,421)

Balance as of June 30, 2022

$

12

$

84

$

3,406,422

$

(1,774,069)

$

(17,872)

$

16,287

$

1,630,864

Balance as of March 31, 2021

$

12

$

73

$

3,204,862

$

(2,309,763)

$

(41,858)

$

197,681

$

1,051,007

Dividends declared—preferred

 

 

 

 

(5,874)

 

 

 

(5,874)

Dividends declared—common ($0.125 per share)

 

 

 

 

(9,148)

 

 

 

(9,148)

Issuance of stock/restricted stock unit amortization, net(2)

 

 

 

1,199

 

 

 

168

 

1,367

Net income (loss)

 

 

 

 

(13,669)

 

 

2,253

 

(11,416)

Change in accumulated other comprehensive income (loss)

 

 

 

 

 

6,034

 

512

 

6,546

Repurchase of stock

 

 

(1)

 

(19,978)

 

 

 

 

(19,979)

Contributions from noncontrolling interests

794

794

Distributions to noncontrolling interests

 

 

 

(335)

 

 

 

(4,256)

 

(4,591)

Balance as of June 30, 2021

$

12

$

72

$

3,185,748

$

(2,338,454)

$

(35,824)

$

197,152

$

1,008,706

5

Table of Contents

    

iStar Inc. Shareholders' Equity

    

    

    

  

    

  

    

Accumulated

    

    

Common

Additional

Retained

Other

Preferred 

Stock at

Paid-In

Earnings

Comprehensive

Noncontrolling

Total

Stock(1)

Par

Capital

(Deficit)

Income (Loss)

Interests

Equity

Balance as of December 31, 2021

$

12

$

69

$

3,100,015

$

(2,227,213)

$

(21,587)

$

211,910

$

1,063,206

Dividends declared—preferred

 

 

 

 

(11,748)

 

 

 

(11,748)

Dividends declared—common ($0.25 per share)

 

 

 

 

(19,226)

 

 

 

(19,226)

Issuance of stock/restricted stock unit amortization, net(2)

 

 

1

 

8,886

 

 

 

2,427

 

11,314

Issuance of common stock in connection with 3.125% convertible notes

14

297,521

297,535

Net income

 

 

 

 

484,118

 

 

179,188

 

663,306

Change in accumulated other comprehensive income (loss)

 

 

 

 

 

3,715

 

 

3,715

Contributions from noncontrolling interests

7,893

7,893

Distributions to noncontrolling interests

(385,131)

(385,131)

Balance as of June 30, 2022

$

12

$

84

$

3,406,422

$

(1,774,069)

$

(17,872)

$

16,287

$

1,630,864

Balance as of December 31, 2020

$

12

$

74

$

3,240,535

$

(2,316,972)

$

(52,680)

$

193,414

$

1,064,383

Impact from adoption of new accounting standards

 

 

 

(25,869)

 

15,850

 

 

 

(10,019)

Dividends declared—preferred

 

 

 

 

(11,748)

 

 

 

(11,748)

Dividends declared—common ($0.235 per share)

 

 

 

 

(17,384)

 

 

 

(17,384)

Issuance of stock/restricted stock unit amortization, net(2)

 

 

 

3,771

 

 

 

1,538

 

5,309

Net income (loss)

 

 

 

 

(8,200)

 

 

4,773

 

(3,427)

Change in accumulated other comprehensive income (loss)

16,856

2,970

19,826

Repurchase of stock

(2)

(32,354)

(32,356)

Contributions from noncontrolling interests

857

857

Distributions to noncontrolling interests

 

 

 

(335)

 

 

 

(6,400)

 

(6,735)

Balance as of June 30, 2021

$

12

$

72

$

3,185,748

$

(2,338,454)

$

(35,824)

$

197,152

$

1,008,706

(1)Refer to Note 13 for details on the Company’s Preferred Stock.
(2)Net of payments for withholding taxes upon vesting of stock-based compensation.

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

6

Table of Contents

iStar Inc.

Consolidated Statements of Cash Flows

(In thousands)

(unaudited)

    

For the Six Months Ended June 30, 

    

2022

    

2021

Cash flows from operating activities:

  

 

  

Net income (loss)

$

663,306

$

(3,427)

Adjustments to reconcile net income (loss) to cash flows from operating activities:

 

  

 

  

Provision for (recovery of) loan losses

 

22,713

 

(6,057)

Provision for losses on net investment in leases

 

380

 

(1,866)

Impairment of assets

 

3,260

 

1,785

Depreciation and amortization

 

2,695

 

30,115

Non-cash interest income from sales-type leases

 

(1,706)

 

(18,808)

Stock-based compensation (income) expense

 

(30,350)

 

20,299

Amortization of discounts/premiums and deferred financing costs on debt obligations, net

 

5,278

 

3,957

Amortization of discounts/premiums and deferred interest on loans, net

 

(5,398)

 

(7,459)

Deferred interest on loans received

 

4,738

 

23,703

Earnings from equity method investments

 

(171,305)

 

(25,466)

Distributions from operations of other investments

 

130,245

 

18,193

Deferred operating lease income

 

(2,267)

 

(5,211)

Income from sales of real estate

 

(684,229)

 

(2,822)

Land development revenue in excess of cost of sales

 

(712)

 

(4,441)

Loss on early extinguishment of debt, net

 

159,399

 

Other operating activities, net

 

(9,958)

 

(2,148)

Changes in assets and liabilities:

 

 

Origination and fundings of loans receivable held for sale

(62,525)

Changes in accrued interest and operating lease income receivable

 

1,937

 

3,572

Changes in deferred expenses and other assets, net

 

(8,921)

 

(1,637)

Changes in accounts payable, accrued expenses and other liabilities

 

(51,724)

 

(4,719)

Cash flows provided by (used in) operating activities

 

27,381

 

(44,962)

Cash flows from investing activities:

 

  

 

  

Originations and fundings of loans receivable, net

 

(4,762)

 

(65,208)

Capital expenditures on real estate assets

 

(858)

 

(4,287)

Capital expenditures on land and development assets

 

(10,165)

 

(8,382)

Acquisitions of real estate, net investments in leases and land assets

 

(34,115)

 

(42,000)

Repayments of and principal collections on loans receivable and other lending investments, net

 

57,273

 

209,779

Net proceeds from sales of loans receivable

 

145,583

 

79,560

Net proceeds from sales of real estate

 

1,981,599

 

3,259

Net proceeds from sales of land and development assets

 

38,004

 

61,945

Net proceeds from sales of net investment in leases

572,251

12,825

Distributions from other investments

 

153,629

 

22,996

Contributions to and acquisition of interest in other investments

 

(273,179)

 

(91,419)

Other investing activities, net

 

(138)

 

4,910

Cash flows provided by investing activities

 

2,625,122

 

183,978

Cash flows from financing activities:

 

  

 

  

Borrowings from debt obligations

 

50,000

 

25,000

Repayments and repurchases of debt obligations

 

(1,037,079)

 

(35,900)

Purchase of marketable securities in connection with the defeasance of mortgage notes payable

 

(252,571)

 

Preferred dividends paid

 

(11,748)

 

(11,748)

Common dividends paid

 

(19,385)

 

(17,304)

Repurchase of stock

 

 

(32,556)

Payments for deferred financing costs

 

 

(75)

Payments for withholding taxes upon vesting of stock-based compensation

 

(10,428)

 

(2,181)

Contributions from noncontrolling interests

 

7,893

 

64

Distributions to noncontrolling interests

 

(351,005)

 

(6,401)

Payments for debt prepayment or extinguishment costs

 

(16,289)

 

Cash flows used in financing activities

 

(1,640,612)

 

(81,101)

Effect of exchange rate changes on cash

 

(50)

 

(111)

Changes in cash, cash equivalents and restricted cash

 

1,011,841

 

57,804

Cash, cash equivalents and restricted cash at beginning of period

 

393,996

 

150,566

Cash, cash equivalents and restricted cash at end of period

$

1,405,837

$

208,370

7

Table of Contents

    

For the Six Months Ended June 30, 

2022

    

2021

Reconciliation of cash and cash equivalents and restricted cash presented on the consolidated statements of cash flows

Cash and cash equivalents

$

1,400,658

$

154,941

Restricted cash included in deferred expenses and other assets, net

5,179

53,429

Total cash and cash equivalents and restricted cash

$

1,405,837

$

208,370

Supplemental disclosure of non-cash investing and financing activity:

 

  

 

  

Fundings and (repayments) of loan receivables and loan participations, net

$

$

(42,501)

Distributions to noncontrolling interests

 

34,467

 

Defeasance of mortgage notes payable

 

230,452

 

Marketable securities transferred in connection with the defeasance of mortgage notes payable

 

252,571

 

Accounts payable for capital expenditures on land and development and real estate assets

 

2,839

 

930

Assumption of mortgage by third party

 

62,825

 

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

8

iStar Inc.

Notes to Consolidated Financial Statements

(unaudited)

Table of Contents

Note 1—Business and Organization

Business—iStar Inc. (the “Company”) finances, invests in and develops real estate and real estate related projects as part of its fully-integrated investment platform. The Company also manages entities focused on ground lease investments (refer to Note 8). The Company has invested capital over the past two decades and is structured as a real estate investment trust (“REIT”) with a diversified portfolio focused on larger assets located in major metropolitan markets. The Company’s primary reportable business segments are net lease (refer to Note 3 - Net Lease Sale and Discontinued Operations), real estate finance, operating properties and land and development (refer to Note 17).

Organization—The Company began its business in 1993 through the management of private investment funds and became publicly traded in 1998. Since that time, the Company has grown through the origination of new investments and corporate acquisitions.

Note 2—Basis of Presentation and Principles of Consolidation

Basis of Presentation—The accompanying unaudited condensed consolidated financial statements have been prepared in conformity with the instructions to Form 10-Q and Article 10-01 of Regulation S-X for interim financial statements. Accordingly, they do not include all the information and footnotes required by generally accepted accounting principles in the United States of America (“GAAP”) for complete financial statements. These unaudited consolidated financial statements and related notes should be read in conjunction with the consolidated financial statements and related notes included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2021 (the “2021 Annual Report”).

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the dates of the financial statements and the reported amounts of revenues and expenses during the reporting periods. Actual results could differ from those estimates.

In the opinion of management, the accompanying consolidated financial statements contain all adjustments, consisting of normal recurring adjustments, necessary for a fair statement of the results for the interim periods presented. Such operating results may not be indicative of the expected results for any other interim periods or the entire year. Certain prior year amounts have been reclassified in the Company’s consolidated financial statements and the related notes (refer to Note 3 – Net Lease Sale and Discontinued Operations) to conform to the current period presentation.

Principles of Consolidation—The consolidated financial statements include the financial statements of the Company, its wholly owned subsidiaries, controlled partnerships and VIEs for which the Company is the primary beneficiary. All intercompany balances and transactions have been eliminated in consolidation. The Company’s involvement with VIEs affects its financial performance and cash flows primarily through amounts recorded in “Net income from discontinued operations,” “Operating lease income,” “Interest income,” “Earnings from equity method investments,” “Real estate expense” and “Interest expense” in the Company’s consolidated statements of operations. The Company has provided no financial support to those VIEs that it was not previously contractually required to provide.

Consolidated VIEs—The Company consolidates VIEs for which it is considered the primary beneficiary. The liabilities of these VIEs are non-recourse to the Company and can only be satisfied from each VIE’s respective assets. The Company did not have any unfunded commitments related to consolidated VIEs as of June 30, 2022 and December 31,

9

iStar Inc.

Notes to Consolidated Financial Statements (Continued)

(unaudited)

Table of Contents

2021. The following table presents the assets and liabilities of the Company’s consolidated VIEs as of June 30, 2022 and December 31, 2021 ($ in thousands):

    

As of

    

June 30, 2022

    

December 31, 2021

ASSETS

  

 

  

Real estate

  

 

  

Real estate, at cost

$

93,835

$

93,477

Less: accumulated depreciation

 

(16,518)

 

(14,987)

Real estate, net

 

77,317

 

78,490

Real estate and other assets available and held for sale and classified as discontinued operations

198

886,845

Land and development, net

 

153,044

 

176,833

Cash and cash equivalents

 

21,318

 

23,908

Deferred operating lease income receivable, net

 

7

 

3

Deferred expenses and other assets, net

 

5,061

 

5,001

Total assets

$

256,945

$

1,171,081

LIABILITIES

 

  

 

  

Accounts payable, accrued expenses and other liabilities

$

26,151

$

24,744

Liabilities associated with real estate held for sale and classified as discontinued operations

291

493,739

Total liabilities

 

26,442

 

518,483

Unconsolidated VIEs—The Company has investments in VIEs where it is not the primary beneficiary and accordingly the VIEs have not been consolidated in the Company’s consolidated financial statements. As of June 30, 2022, the Company’s maximum exposure to loss from these investments does not exceed the sum of the $57.5 million carrying value of the investments, which are classified in “Other investments” on the Company’s consolidated balance sheets, and $2.2 million of related unfunded commitments.

Note 3—Summary of Significant Accounting Policies

Net Lease Sale and Discontinued OperationsA discontinued operation represents: (i) a component of the Company or group of components that has been disposed of or is classified as held for sale in a single transaction and represents a strategic shift that has or will have a major effect on the Company’s operations and financial results or (ii) an acquired business that is classified as held for sale on the date of acquisition.

Net Lease SaleIn March 2022, the Company, through certain subsidiaries of and entities managed by the Company, closed on a definitive purchase and sale agreement to sell a portfolio of net lease properties owned and managed by such subsidiaries and entities to a third party for an aggregate gross sales price of approximately $3.07 billion and recognized a gain of $663.7 million in “Net income from discontinued operations” in the Company’s consolidated statements of operations. The Company refers to this transaction as the "Net Lease Sale" in this report. The Net Lease Sale is consistent with the Company’s stated corporate strategy which is to grow its Ground Lease and Ground Lease adjacent businesses (refer to Note 8) and simplify its portfolio through sales of other assets.

The portfolio sold consisted of office, entertainment and industrial properties located in the United States comprising approximately 18.3 million square feet. It included assets wholly-owned by the Company and assets owned by two joint ventures (see Net Lease Venture and Net Lease Venture II below) managed by the Company and in which it owned 51.9% interests. At the time of closing, the portfolio was encumbered by an aggregate of $702 million of mortgage indebtedness, including indebtedness from equity method investments, which was repaid with proceeds from the sale. After repayment of the mortgage indebtedness and prepayment penalties, a senior term loan secured by certain of the assets (refer to Note 10), payments to terminate derivative contracts, payments to joint venture partners, and payments of promotes, transaction expenses and amounts due under employee incentive plans, the Company retained net cash proceeds of $1.2 billion from the transaction. In addition, as part of the transaction, the buyer sold three of the properties to Safehold

10

iStar Inc.

Notes to Consolidated Financial Statements (Continued)

(unaudited)

Table of Contents

Inc. (“SAFE”) for $122.0 million and entered into three Ground Leases with SAFE. Two net lease properties were sold to different third parties in the first quarter of 2022 and the Company’s net lease assets associated with its Ground Lease businesses were not included in the sale. The Company received net cash proceeds of $33.9 million from the sale of the two net lease properties and recognized a gain of $23.9 million in “Net income from discontinued operations” in the Company’s consolidated statements of operations.

Net Lease Venture—In February 2014, the Company partnered with a sovereign wealth fund to form a venture to acquire and develop net lease assets (the “Net Lease Venture”) and gave a right of first offer to the venture on all new net lease investments. The Company was responsible for sourcing new opportunities and managing the venture and its assets in exchange for a management fee and incentive fee. Several of the Company’s senior executives whose time was substantially devoted to the Net Lease Venture owned a total of 0.6% equity ownership in the venture via co-investment. These senior executives were also entitled to an amount equal to 50% of any incentive fee received based on the 47.5% external partner’s interest. Net Lease Venture was part of the Net Lease Sale. As of June 30, 2022, $3.2 million of “Noncontrolling interests” was attributable to the Net Lease Venture and represented proceeds from the Net Lease Sale that were not yet distributed to the Company’s partners in the venture as of June 30, 2022.

Net Lease Venture II—In July 2018, the Company entered into a new venture (the “Net Lease Venture II”) with an investment strategy similar to the Net Lease Venture. The Company was responsible for managing the venture in exchange for a management fee and incentive fee. During the six months ended June 30, 2022, the Company recorded $0.4 million of management fees from Net Lease Venture II in “Net income from discontinued operations” in the Company’s consolidated statements of operations. During the three and six months ended June 30, 2021, the Company recorded $0.4 million and $0.8 million, respectively, of management fees from Net Lease Venture II in “Net income from discontinued operations” in the Company’s consolidated statements of operations. Net Lease Venture II was part of the Net Lease Sale. As of June 30, 2022, $2.0 million of “Real estate and other assets available and held for sale and classified as discontinued operations” was attributable to the Net Lease Venture II and represented proceeds from the Net Lease Sale that were not yet distributed to the Company as of June 30, 2022.

Discontinued OperationsThe Company’s net lease assets and liabilities associated with the Net Lease Sale and the Company’s other two net lease assets are classified as “Real estate and other assets available and held for sale and classified as discontinued operations” and “Liabilities associated with real estate held for sale and classified as discontinued operations,” respectively, on the Company’s consolidated balance sheets as of June 30, 2022 and December 31, 2021. For the three months ended June 30, 2021 and the six months ended June 30, 2022 and 2021, the operations of such assets are classified in “Net income from discontinued operations” in the Company’s consolidated statements of operations.

11

iStar Inc.

Notes to Consolidated Financial Statements (Continued)

(unaudited)

Table of Contents

The following table presents the Company’s consolidated assets and liabilities recorded in “Real estate and other assets available and held for sale and classified as discontinued operations” and “Liabilities associated with real estate held for sale and classified as discontinued operations,” respectively, on the Company’s consolidated balance sheets as of June 30, 2022 and December 31, 2021 ($ in thousands).

As of

June 30,

December 31,

2022

    

2021

ASSETS

  

 

  

Real estate

  

 

  

Real estate, at cost

$

$

1,537,655

Less: accumulated depreciation

 

 

(271,183)

Total real estate, net

 

 

1,266,472

Net investment in leases

 

 

486,389

Loans receivable held for sale

48,675

Other investments

 

1,972

 

103,229

Finance lease right of use assets

150,099

Accrued interest and operating lease income receivable, net

 

548

 

2,997

Deferred operating lease income receivable, net

 

 

63,156

Deferred expenses and other assets, net

 

8,998

 

178,694

Total real estate and other assets available and held for sale and classified as discontinued operations

$

11,518

$

2,299,711

 

  

 

  

LIABILITIES

 

  

 

  

Accounts payable, accrued expenses and other liabilities

$

5,715

$

92,865

Finance lease liabilities

161,258

Debt obligations, net

 

 

714,296

Total liabilities associated with real estate held for sale and classified as discontinued operations

$

5,715

$

968,419

12

iStar Inc.

Notes to Consolidated Financial Statements (Continued)

(unaudited)

Table of Contents

The transaction described above involving the Company's net lease business qualified for discontinued operations and the following table summarizes net income from discontinued operations for the three and six months ended June 30, 2022 and 2021 ($ in thousands):

For the Three Months Ended June 30, 

For the Six Months Ended June 30, 

    

2022

    

2021

    

2022

    

2021

Revenues:

 

  

 

  

  

 

  

Operating lease income

$

$

40,752

$

35,596

$

83,265

Interest income

 

 

889

 

885

 

1,749

Interest income from sales-type leases

 

 

8,532

 

8,803

 

17,159

Other income

 

 

1,161

 

4,292

 

2,436

Total revenues

 

 

51,334

 

49,576

 

104,609

Costs and expenses:

Interest expense(1)

 

 

10,776

 

7,484

 

21,530

Real estate expense

 

 

6,972

 

5,072

 

15,148

Depreciation and amortization(1)

 

 

13,087

 

 

26,141

Recovery of loan losses

(105)

(257)

Recovery of losses on net investment in leases

 

 

(1,044)

 

 

(2,646)

Impairment of assets(2)

 

 

 

1,492

 

1,528

Other expense(3)

 

 

 

(5,669)

 

Total costs and expenses

 

 

29,686

 

8,379

 

61,444

Income from sales of real estate

 

 

2,114

 

683,738

 

2,114

Income from discontinued operations before earnings from equity method investments and other items

 

 

23,762

 

724,935

 

45,279

Earnings from equity method investments

 

 

1,599

 

127,129

 

2,600

Loss on early extinguishment of debt, net

 

 

 

(41,408)

 

Net income from discontinued operations before income taxes

 

 

25,361

 

810,656

 

47,879

Income tax expense

 

 

(46)

 

(12,968)

 

(79)

Net income from discontinued operations

 

 

25,315

 

797,688

 

47,800

Net (income) from discontinued operations attributable to noncontrolling interests

 

 

(2,273)

 

(179,089)

 

(4,838)

Net income from discontinued operations attributable to iStar Inc.

$

$

23,042

$

618,599

$

42,962

(1)For the six months ended June 30, 2022, the Company recorded $1.3 million of “Interest expense” in its consolidated statements of operations from its Ground Leases with SAFE. For the three and six months ended June 30, 2021, the Company recorded $2.1 million and $4.1 million, respectively, of “Interest expense” and $0.4 million and $0.7 million, respectively, of “Depreciation and amortization” in its consolidated statements of operations from its Ground Leases with SAFE.
(2)During both the six months ended June 30, 2022 and 2021, the Company sold assets and recognized aggregate impairments of $1.5 million in connection with the sales.
(3)Represents the reversal of other expenses recognized in connection with the settlement of interest rate hedges during the six months ended June 30, 2022.

The following table presents cash flows provided by operating activities and cash flows used in investing activities from discontinued operations for the six months ended June 30, 2022 and 2021 ($ in thousands):

For the Six Months Ended June 30, 

2022

    

2021

Cash flows provided by operating activities

$

119,950

$

43,934

Cash flows provided by investing activities

 

2,660,531

 

4,845

13

iStar Inc.

Notes to Consolidated Financial Statements (Continued)

(unaudited)

Table of Contents

Note 4—Real Estate

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

    

As of

June 30, 2022

    

December 31, 2021

Land, at cost

$

7,125

$

6,831

Buildings and improvements, at cost

 

104,784

 

106,679

Less: accumulated depreciation

 

(21,678)

 

(21,360)

Real estate, net

 

90,231

 

92,150

Real estate available and held for sale(1)

 

1,970

 

301

Total real estate

$

92,201

$

92,451

(1)As of June 30, 2022 and December 31, 2021, the Company had $2.0 million and $0.3 million, respectively, of residential homes/condominiums available for sale in its operating properties portfolio.

Dispositions—Refer to Note 3 - Net Lease Sale and Discontinued Operations.

Impairments—During the three and six months ended June 30, 2022, the Company recognized an impairment of $1.8 million on an operating property based on the expected cash flows to be received.

Tenant Reimbursements—The Company receives reimbursements from tenants for certain facility operating expenses including common area costs, insurance, utilities and real estate taxes. Tenant expense reimbursements were $0.7 million and $1.4 million for the three and six months ended June 30, 2022, respectively, and $0.8 million and $1.4 million for the three and six months ended June 30, 2021, respectively. These amounts are included in “Operating lease income” in the Company’s consolidated statements of operations.

Allowance for Doubtful Accounts—As of June 30, 2022 and December 31, 2021, the allowance for doubtful accounts related to real estate tenant receivables was $0.1 million and $0.1 million, respectively. These amounts are included in “Accrued interest and operating lease income receivable, net” on the Company’s consolidated balance sheets.

Future Minimum Operating Lease Payments—Future minimum operating lease payments to be collected under non-cancelable operating leases, excluding customer reimbursements of expenses, in effect as of June 30, 2022, are as follows by year ($ in thousands):

    

Operating

Year

Properties

2022 (remaining six months)

$

3,236

2023

 

6,322

2024

 

6,206

2025

 

5,600

2026

 

5,125

Thereafter

 

4,361

Note 5—Net Investment in Leases

In June 2021, the Company acquired two parcels of land for $42.0 million each and simultaneously entered into two Ground Leases with the respective tenants. Each Ground Lease also provides for a leasehold improvement allowance up to a maximum of $83.0 million. The Company also concurrently entered into an agreement pursuant to which SAFE would acquire the Ground Leases from the Company. If certain construction conditions are not met within a specified time period, SAFE will have no obligation to acquire the Ground Leases or fund the leasehold improvement allowances. The Company classified one of the Ground Leases as a sales-type lease and it was recorded in “Net investment in leases” on the

14

iStar Inc.

Notes to Consolidated Financial Statements (Continued)

(unaudited)

Table of Contents

Company’s consolidated balance sheet at the time of acquisition. In January 2022, the Company sold the Ground Lease to an investment fund in which the Company owns a 53% noncontrolling interest (refer to Note 8 – Ground Lease Plus Fund). One Ground Lease was entered into with the seller of the land and did not qualify for sale leaseback accounting, and as such, was accounted for as a financing transaction and $42.0 million was recorded in “Loans receivable held for sale” on the Company’s consolidated balance sheet at the time of acquisition. There can be no assurance that the conditions to closing will be satisfied and that SAFE will acquire the properties and Ground Leases from the Company. In January 2022, the Company sold the Ground Lease to the Ground Lease Plus Fund (refer to Note 8).

In January 2022, the Company entered into a commitment to acquire land for $36.0 million and simultaneously structured and entered into a Ground Lease as part of the Ground Lease tenant’s recapitalization of an existing multifamily property. As of June 30, 2022, the Company had funded $32.0 million of this commitment. SAFE (refer to Note 8) waived its right of first refusal on this investment but entered into an agreement with the Company pursuant to which SAFE would acquire the land and related Ground Lease when certain construction related conditions are met. SAFE acquired the Ground Lease from the Company in July 2022.

The Company’s net investment in leases were comprised of the following as of June 30, 2022 and December 31, 2021 ($ in thousands):

    

June 30, 2022

    

December 31, 2021

Total undiscounted cash flows

$

356,302

$

524,712

Unguaranteed estimated residual value

 

21,750

 

42,000

Present value discount

 

(345,673)

 

(523,497)

Allowance for losses on net investment in leases

 

(380)

 

Net investment in leases(1)

$

31,999

$

43,215

(1)As of June 30, 2022 and December 31, 2021, the Company’s net investment in lease was current in its payment status and performing in accordance with the terms of the lease.

Future Minimum Lease Payments under Sales-type Leases—Future minimum lease payments to be collected under sales-type leases, excluding lease payments that are not fixed and determinable, in effect as of June 30, 2022, are as follows by year ($ in thousands):

    

Amount

2022 (remaining six months)

$

520

2023

 

1,056

2024

 

1,204

2025

 

1,240

2026

 

1,264

Thereafter

 

351,018

Total undiscounted cash flows

$

356,302

15

iStar Inc.

Notes to Consolidated Financial Statements (Continued)

(unaudited)

Table of Contents

Allowance for Losses on Net Investment in Leases—Changes in the Company’s allowance for losses on net investment in leases for the three and six months ended June 30, 2022 and 2021 were as follows ($ in thousands):

    

Three Months Ended

    

Six Months Ended

    

June 30, 2022

June 30, 2021

June 30, 2022

    

June 30, 2021

Allowance for losses on net investment in leases at beginning of period(1)

    

$

281

$

9,270

    

$

$

10,871

    

Provision for (recovery of) losses on net investment in leases (2)

99

(265)

380

(1,866)

Allowance for losses on net investment in leases at end of period(1)

$

380

$

9,005

$

380

$

9,005

(1)All 2021 amounts were for net investment in leases included in the Net Lease Sale (refer to Note 3 – Net Lease Sale and Discontinued Operations).
(2)During the three and six months ended June 30, 2022, the Company recorded a provision for losses on net investment in leases of $0.1 million and $0.4 million, respectively, due primarily to the macroeconomic forecast on commercial real estate markets. During the three and six months ended June 30, 2021, the Company recorded a recovery of losses on net investment in leases of $0.3 million and $1.9 million (both of which are included in “Net income from discontinued operations”), respectively, due primarily to an improving macroeconomic forecast on commercial real estate markets since December 31, 2020.

Note 6—Land and Development

The Company’s land and development assets were comprised of the following ($ in thousands):

    

As of

June 30, 

December 31, 

   

2022

   

2021

Land and land development, at cost

$

270,978

$

297,621

Less: accumulated depreciation

 

(11,260)

 

(10,811)

Total land and development, net

$

259,718

$

286,810

Dispositions—During the six months ended June 30, 2022 and 2021, the Company sold land parcels and residential lots and units and recognized land development revenue of $39.3 million and $64.6 million, respectively. During the six months ended June 30, 2022 and 2021, the Company recognized land development cost of sales of $38.6 million and $60.1 million, respectively, from its land and development portfolio.

16

iStar Inc.

Notes to Consolidated Financial Statements (Continued)

(unaudited)

Table of Contents

Note 7—Loans Receivable and Other Lending Investments, net

The following is a summary of the Company’s loans receivable and other lending investments by class ($ in thousands):

    

As of

   

June 30, 2022

   

December 31, 2021

Construction loans

Senior mortgages

$

133,555

$

184,643

Corporate/Partnership loans

 

 

618

Subtotal - gross carrying value of construction loans(1)

 

133,555

 

185,261

Loans

 

  

 

  

Senior mortgages

 

2,590

 

14,965

Subordinate mortgages

 

12,886

 

12,457

Subtotal - gross carrying value of loans

 

15,476

 

27,422

Other lending investments

 

  

 

  

Held-to-maturity debt securities

 

35,000

 

96,838

Available-for-sale debt securities

 

23,254

 

28,092

Subtotal - other lending investments

 

58,254

 

124,930

Total gross carrying value of loans receivable and other lending investments

 

207,285

 

337,613

Allowance for loan losses

 

(3,033)

 

(4,769)

Total loans receivable and other lending investments, net

$

204,252

$

332,844

(1)As of June 30, 2022, 100% of gross carrying value of construction loans had completed construction.

Allowance for Loan Losses—Changes in the Company’s allowance for loan losses were as follows for the three months ended June 30, 2022 and 2021 ($ in thousands):

    

General Allowance

    

    

    

Held to  

    

    

Construction 

Maturity Debt 

Specific 

Three Months Ended June 30, 2022

Loans

Loans

Securities

Allowance

Total

Allowance for loan losses at beginning of period

$

1,252

$

674

$

2,415

$

591

$

4,932

Provision for (recovery of) loan losses(1)

 

(391)

 

(224)

 

23,599

 

117

 

23,101

Charge-offs(1)

 

 

 

(25,000)

 

 

(25,000)

Allowance for loan losses at end of period

$

861

$

450

$

1,014

$

708

$

3,033

Three Months Ended June 30, 2021

Allowance for loan losses at beginning of period

$

2,893

$

1,815

$

2,685

$

667

$

8,060

(Recovery of) provision for loan losses(1)

 

(1,253)

 

(196)

 

(292)

 

(77)

 

(1,818)

Allowance for loan losses at end of period

$

1,640

$

1,619

$

2,393

$

590

$

6,242

(1)During the three months ended June 30, 2022 and 2021, the Company recorded a provision for (recovery of) loan losses of $22.6 million and ($2.2) million, respectively, in its consolidated statements of operations. The provision in 2022 was due primarily to a $25.0 million charge-off on the Company’s held-to-maturity debt security, which is now recorded at its expected repayment proceeds. The recovery in 2021 was due primarily to the repayment of loans during the three months ended June 30, 2021 and an improving macroeconomic forecast on commercial real estate markets since March 31, 2021. Of this amount, $0.4 million related to a provision for loan losses for unfunded loan commitments and is recorded as a reduction to "Accounts payable, accrued expenses and other liabilities.”

17

iStar Inc.

Notes to Consolidated Financial Statements (Continued)

(unaudited)

Table of Contents

Changes in the Company’s allowance for loan losses were as follows for the six months ended June 30, 2022 and 2021 ($ in thousands):

    

General Allowance

    

    

    

Held to  

    

    

Construction 

Maturity Debt 

Specific 

Six Months Ended June 30, 2022

Loans

Loans

Securities

Allowance

Total

Allowance for loan losses at beginning of period

$

1,213

$

676

$

2,304

$

576

$

4,769

Provision for (recovery of) loan losses(1)

 

(352)

 

(226)

 

23,710

 

132

 

23,264

Charge-offs(1)

 

 

 

(25,000)

 

 

(25,000)

Allowance for loan losses at end of period

$

861

$

450

$

1,014

$

708

$

3,033

Six Months Ended June 30, 2021

Allowance for loan losses at beginning of period

$

6,541

$

1,643

$

3,093

$

743

$

12,020

Recovery of loan losses(1)

 

(4,901)

 

(24)

 

(700)

 

(153)

 

(5,778)

Allowance for loan losses at end of period

$

1,640

$

1,619

$

2,393

$

590

$

6,242

(1)During the six months ended June 30, 2022 and 2021, the Company recorded a provision for (recovery of) loan losses of $22.7 million and ($5.8) million, respectively, in its consolidated statements of operations. The provision in 2022 was due primarily to a $25.0 million charge-off on the Company’s held-to-maturity debt security, which is now recorded at its expected repayment proceeds. The recovery in 2021 was due primarily to the repayment of loans during the six months ended June 30, 2021 and an improving macroeconomic forecast on commercial real estate markets since December 31, 2020.

The Company’s investment in loans and other lending investments and the associated allowance for loan losses were as follows as of June 30, 2022 and December 31, 2021 ($ in thousands):

    

Individually 

    

Collectively 

    

Evaluated for 

Evaluated for 

Impairment(1)

Impairment

Total

As of June 30, 2022

 

  

 

  

 

  

Construction loans(2)

$

60,256

$

73,299

$

133,555

Loans(2)

 

 

15,476

 

15,476

Held-to-maturity debt securities

 

 

35,000

 

35,000

Available-for-sale debt securities(3)

 

 

23,254

 

23,254

Less: Allowance for loan losses

 

(708)

 

(2,325)

 

(3,033)

Total

$

59,548

$

144,704

$

204,252

As of December 31, 2021

 

  

 

  

 

  

Construction loans(2)

$

59,640

$

125,621

$

185,261

Loans(2)

 

 

27,422

 

27,422

Held-to-maturity debt securities

 

 

96,838

 

96,838

Available-for-sale debt securities(3)

 

 

28,092

 

28,092

Less: Allowance for loan losses

 

(576)

 

(4,193)

 

(4,769)

Total

$

59,064

$

273,780

$

332,844

(1)The carrying value of this loan includes an amortized exit fee of $0.8 million and $0.8 million as of June 30, 2022 and December 31, 2021, respectively. The Company’s loans individually evaluated for impairment represent loans on non-accrual status and the unamortized amounts associated with these loans are not currently being amortized into income.
(2)The carrying value of these loans includes unamortized discounts, premiums, deferred fees and costs totaling net premiums (discounts) of $0.3 million and ($0.2) million as of June 30, 2022 and December 31, 2021, respectively.
(3)Available-for-sale debt securities are evaluated for impairment under ASC 326-30 – Financial Instruments-Credit Losses.

Credit Characteristics—As part of the Company’s process for monitoring the credit quality of its loans, it performs a quarterly loan portfolio assessment and assigns risk ratings to each of its performing loans. Risk ratings, which range from 1 (lower risk) to 5 (higher risk), are based on judgments which are inherently uncertain, and there can be no assurance that actual performance will be similar to current expectation. The Company designates loans as non-performing at such

18

iStar Inc.

Notes to Consolidated Financial Statements (Continued)

(unaudited)

Table of Contents

time as: (1) interest payments become 90 days delinquent; (2) the loan has a maturity default; or (3) management determines it is probable that we will be unable to collect all amounts due according to the contractual terms of the loan. All non-performing loans are placed on non-accrual status and income is only recognized in certain cases upon actual cash receipt.

The Company’s amortized cost basis in performing senior mortgages, corporate/partnership loans and subordinate mortgages, presented by year of origination and by credit quality, as indicated by risk rating, as of June 30, 2022 were as follows ($ in thousands):

    

Year of Origination

    

    

    

2022

    

2021

    

2020

    

2019

    

2018

    

Prior to 2018

    

Total

Senior mortgages

Risk rating

  

 

  

 

  

 

  

 

  

 

  

  

1.0

$

$

$

$

$

$

$

1.5

 

 

 

 

 

 

2,590

 

2,590

2.0

 

 

 

 

 

 

 

2.5

 

 

 

 

 

 

 

3.0

 

 

 

 

 

64,323

 

 

64,323

3.5

 

 

 

 

 

8,976

 

 

8,976

4.0

 

 

 

 

 

 

 

4.5

 

 

 

 

 

 

 

5.0

 

 

 

 

 

 

 

Subtotal(1)

$

$

$

$

$

73,299

$

2,590

$

75,889

Subordinate mortgages

 

  

 

  

 

  

 

  

 

  

 

  

 

  

Risk rating

 

  

 

  

 

  

 

  

 

  

 

  

 

  

1.0

$

$

$

$

$

$

$

1.5

 

 

 

 

 

 

 

2.0

 

 

 

 

 

 

 

2.5

 

 

 

 

 

 

 

3.0

 

 

 

 

 

 

12,886

 

12,886

3.5

 

 

 

 

 

 

 

4.0

 

 

 

 

 

 

 

4.5

 

 

 

 

 

 

 

5.0

 

 

 

 

 

 

 

Subtotal

$

$

$

$

$

$

12,886

$

12,886

Total

$

$

$

$

$

73,299

$

15,476

$

88,775

(1)As of June 30, 2022, excludes $60.3 million for one loan on non-accrual status.

The Company’s amortized cost basis in loans, aged by payment status and presented by class, was as follows ($ in thousands):

    

    

Less Than 

    

Greater 

    

    

or Equal 

Than 

Total 

Current

to 90 Days

90 Days

Past Due

Total

As of June 30, 2022

Senior mortgages

$

75,889

$

$

60,256

60,256

$

136,145

Subordinate mortgages

 

12,886

 

 

 

 

12,886

Total

$

88,775

$

$

60,256

$

60,256

$

149,031

As of December 31, 2021

 

  

 

  

 

  

 

  

 

  

Senior mortgages

$

139,968

$

$

59,640

59,640

$

199,608

Corporate/Partnership loans

 

618

 

 

 

 

618

Subordinate mortgages

 

12,457

 

 

 

 

12,457

Total

$

153,043

$

$

59,640

$

59,640

$

212,683

19

iStar Inc.

Notes to Consolidated Financial Statements (Continued)

(unaudited)

Table of Contents

Impaired Loans—The Company’s impaired loan was as follows ($ in thousands):

    

As of June 30, 2022

    

As of December 31, 2021

    

    

Unpaid 

    

    

    

Unpaid 

    

Amortized

Principal 

Related 

Amortized

Principal 

Related 

Cost

Balance

Allowance

Cost

Balance

Allowance

With an allowance recorded:

  

 

  

 

  

  

 

  

 

  

Senior mortgages(1)

$

60,256

$

59,505

$

(708)

$

59,640

$

58,888

$

(576)

Total

$

60,256

$

59,505

$

(708)

$

59,640

$

58,888

$

(576)

(1)The Company has one non-accrual loan as of June 30, 2022 and December 31, 2021 that is considered impaired and included in the table above. The Company did not record any interest income on impaired loans for the three and six months ended June 30, 2022 and 2021.

Loans receivable held for sale—In March 2021, the Company acquired land and simultaneously structured and entered into with the seller a Ground Lease on which a multi-family project will be constructed. The Company funded $16.1 million at closing and the Ground Lease documents provided for future funding obligations to the Ground Lease tenant of approximately $11.9 million of deferred purchase price and $52.0 million of leasehold improvement allowance upon achievement of certain milestones. At closing, the Company entered into an agreement with SAFE pursuant to which, subject to certain conditions being met, SAFE would acquire the ground lessor entity from the Company. The Company determined that the transaction did not qualify as a sale leaseback transaction and recorded the Ground Lease in “Loans receivable held for sale” on the Company’s consolidated balance sheet. Subsequent to closing, the Company funded approximately $6.0 million of the deferred purchase price to the Ground Lease tenant. The Company sold the ground lessor entity (and SAFE assumed all future funding obligations to the Ground Lease tenant) to SAFE in September 2021 for $22.1 million and recorded no gain or loss on the sale.

In June 2021, the Company acquired a parcel of land for $42.0 million and simultaneously entered into a Ground Lease (refer to Note 5). The Company also concurrently entered into an agreement pursuant to which SAFE would acquire the Ground Lease from the Company. The Ground Lease was entered into with the seller of the land and did not qualify for sale leaseback accounting, and as such, was accounted for as a financing transaction and $42.0 million was recorded in “Loans receivable held for sale” on the Company’s consolidated balance sheet at the time of acquisition. In January 2022, the Company sold its loan receivable held for sale to the Ground Lease Plus Fund (refer to Note 8).

Other lending investments—Other lending investments includes the following securities ($ in thousands):

    

    

    

Net 

    

    

Net 

Amortized 

Unrealized 

Estimated 

Carrying 

Face Value

Cost Basis

Gain (Loss)

Fair Value

Value

As of June 30, 2022

 

  

 

  

 

  

 

  

 

  

Available-for-Sale Securities

 

  

 

  

 

  

 

  

 

  

Municipal debt securities

$

23,640

$

23,640

$

(386)

$

23,254

$

23,254

Held-to-Maturity Securities

 

 

 

 

  

 

Debt securities(1)

 

35,000

 

35,000

 

 

35,000

 

35,000

Total

$

58,640

$

58,640

$

(386)

$

58,254

$

58,254

As of December 31, 2021

 

  

 

  

 

  

 

  

 

  

Available-for-Sale Securities

 

  

 

  

 

  

 

  

 

  

Municipal debt securities

$

23,855

$

23,855

$

4,237

$

28,092

$

28,092

Held-to-Maturity Securities

 

 

 

 

  

 

Debt securities

 

100,000

 

96,838

 

 

96,838

 

96,838

Total

$

123,855

$

120,693

$

4,237

$

124,930

$

124,930

(1)During the three months ended June 30, 2022, the Company received a $40.0 million repayment, reduced the maturity date by six months to December 30, 2022 and recorded a $25.0 million provision in ‘Provision for (recovery of) loan losses” in its consolidated statements of operations on its debt security.

20

iStar Inc.

Notes to Consolidated Financial Statements (Continued)

(unaudited)

Table of Contents

As of June 30, 2022, the contractual maturities of the Company’s securities were as follows ($ in thousands):

    

Held-to-Maturity Debt Securities

    

Available-for-Sale Debt Securities

Amortized 

Estimated 

Amortized 

Estimated 

Cost Basis

    

Fair Value

    

Cost Basis

    

Fair Value

Maturities

 

  

 

  

 

  

 

  

Within one year

$

35,000

$

35,000

$

$

After one year through 5 years

 

 

 

 

After 5 years through 10 years

 

 

 

 

After 10 years

 

 

 

23,640

 

23,254

Total

$

35,000

$

35,000

$

23,640

$

23,254

Note 8—Other Investments

The Company’s other investments and its proportionate share of earnings (losses) from equity method investments were as follows ($ in thousands):

Earnings (Losses) from

Earnings (Losses) from

Carrying Value

Equity Method Investments

Equity Method Investments

as of

For the Three Months Ended

For the Six Months Ended

June 30, 

December 31, 

June 30, 

June 30, 

2022

    

2021

    

2022

    

2021

    

2022

    

2021

Real estate equity investments

  

 

  

  

  

 

  

 

  

Safehold Inc. ("SAFE")(1)

$

1,405,985

$

1,168,532

$

14,720

$

9,703

$

31,749

$

21,115

Ground Lease Plus Fund

 

65,068

 

17,630

 

520

 

 

1,289

 

Other real estate equity investments

 

38,458

 

44,349

 

3,773

 

(1,461)

 

7,384

 

(2,063)

Subtotal

 

1,509,511

 

1,230,511

 

19,013

 

8,242

 

40,422

 

19,052

Other strategic investments(2)

 

47,281

 

66,770

 

380

 

2,856

 

4,003

 

3,814

Total

$

1,556,792

$

1,297,281

$

19,393

$

11,098

$

44,425

$

22,866

(1)As of June 30, 2022, the Company owned 40.1 million shares of SAFE common stock which, based on the closing price of $35.37 on June 30, 2022, had a market value of $1.4 billion. Pursuant to ASC 323-10-40-1, an equity method investor shall account for a share issuance by an investee as if the investor had sold a proportionate share of its investment. Any gain or loss to the investor resulting from an investee’s share issuance shall be recognized in earnings. For the six months ended June 30, 2022 and 2021, equity in earnings includes dilution gains of $0.9 million and $0.5 million, respectively, resulting from SAFE equity offerings.
(2)During the six months ended June 30, 2021, the Company identified observable price changes in an equity security held by the Company as evidenced by orderly private issuances of similar securities by the same issuer. In accordance with ASC 321 – Investments – Equity Securities, the Company remeasured its equity investment at fair value and recognized a mark-to-market gain of $5.1 million in “Other income” in the Company’s consolidated statements of operations. The Company’s equity security was redeemed at its carrying value in the fourth quarter of 2021.

Safehold Inc.—SAFE is a publicly-traded company formed by the Company primarily to acquire, own, manage, finance and capitalize ground leases. Ground leases generally represent ownership of the land underlying commercial real estate projects that is net leased by the fee owner of the land to the owners/operators of the real estate projects built thereon (“Ground Leases”). During the six months ended June 30, 2022, the Company purchased 0.2 million shares of SAFE's common stock for $10.5 million, for an average cost of $66.83 per share, in open market purchases made in accordance with Rules 10b5-1 and 10b-18 under the Securities and Exchange Act of 1934, as amended. In March 2022, the Company acquired 3,240,000 shares of SAFE’s common stock in a private placement for $191.2 million. As of June 30, 2022, the Company owned approximately 64.7% of SAFE’s common stock outstanding.

In January 2019, the Company purchased 12.5 million newly designated limited partnership units (the “Investor Units”) in SAFE’s operating partnership (“SAFE OP”), at a purchase price of $20.00 per unit, for a total purchase price of $250.0 million. In May 2019, after the approval of SAFE’s shareholders, the Investor Units were exchanged for shares of SAFE’s common stock on a one-for-one basis. Following the exchange, the Investor Units were retired.

21

iStar Inc.

Notes to Consolidated Financial Statements (Continued)

(unaudited)

Table of Contents

In connection with the Company’s purchase of the Investor Units, it entered into a Stockholder’s Agreement with SAFE on January 2, 2019. The Stockholder’s Agreement:

limits the Company’s discretionary voting power to 41.9% of the outstanding voting power of SAFE’s common stock until its aggregate ownership of SAFE common stock is less than 41.9%; and
provides the Company certain preemptive rights.

A wholly-owned subsidiary of the Company is the external manager of SAFE and is entitled to a management fee. In addition, the Company is also the external manager of a venture in which SAFE is a member. Following are the key terms of the management agreement with SAFE:

The Company receives a fee equal to 1.0% of total SAFE equity (as defined in the management agreement) up to $1.5 billion; 1.25% of total SAFE equity (for incremental equity of $1.5 billion - $3.0 billion); 1.375% of total SAFE equity (for incremental equity of $3.0 billion - $5.0 billion); and 1.5% of total SAFE equity (for incremental equity over $5.0 billion);
Fee to be paid in cash or in shares of SAFE common stock, at the discretion of SAFE’s independent directors;
The stock is locked up for two years, subject to certain restrictions;
There is no additional performance or incentive fee;
The management agreement is non-terminable by SAFE through June 30, 2023, except for cause; and
Automatic annual renewals thereafter, subject to non-renewal upon certain findings by SAFE’s independent directors and payment of termination fee equal to three times the prior year’s management fee.

During the three months ended June 30, 2022 and 2021, the Company recorded $5.2 million and $3.5 million, respectively, of management fees pursuant to its management agreement with SAFE. During the six months ended June 30, 2022 and 2021, the Company recorded $9.7 million and $7.0 million, respectively, of management fees pursuant to its management agreement with SAFE.

The Company is also entitled to receive certain expense reimbursements, including for the allocable costs of its personnel that perform certain legal, accounting, due diligence tasks and other services that third-party professionals or outside consultants otherwise would perform. Historically, pursuant to the Company’s option under the management agreement, the Company has elected to not seek reimbursement for certain expenses. This historical election is not a waiver of reimbursement for similar expenses in future periods and the Company has started to elect to seek, and may further seek in the future, reimbursement of such additional expenses that it has not previously sought, including, without limitation, rent, overhead and certain personnel costs.

During the three months ended June 30, 2022 and 2021, the Company recognized $3.1 million and $1.9 million, respectively, of expense reimbursements pursuant to its management agreement with SAFE. During the six months ended June 30, 2022 and 2021, the Company recognized $6.3 million and $3.8 million, respectively, of expense reimbursements pursuant to its management agreement with SAFE.

The Company has an exclusivity agreement with SAFE pursuant to which it agreed, subject to certain exceptions, that it will not acquire, originate, invest in, or provide financing for a third party’s acquisition of, a Ground Lease unless it has first offered that opportunity to SAFE and a majority of its independent directors has declined the opportunity.

22

iStar Inc.

Notes to Consolidated Financial Statements (Continued)

(unaudited)

Table of Contents

Following is a list of investments that the Company has transacted with SAFE for the periods presented, all of which were approved by the Company’s and SAFE’s independent directors:

In October 2017, the Company closed on a 99-year Ground Lease and a $80.5 million construction financing commitment to support the ground-up development of a to-be-built luxury multi-family project. The transaction included a combination of: (i) a newly created Ground Lease and a $7.2 million leasehold improvement allowance, which was fully funded; and (ii) an $80.5 million leasehold first mortgage. The Company sold the Ground Lease to SAFE in September 2020 for $34.0 million and in January 2021 sold the leasehold first mortgage to an entity in which the Company has a 53% noncontrolling equity interest (refer to “Other strategic investments” below) for $63.3 million.

In June 2020, Net Lease Venture II (see Note 3) acquired the leasehold interest in an office laboratory property in Honolulu, HI and simultaneously entered into a 99-year Ground Lease with SAFE. In November 2021, the Company acquired the property from Net Lease Venture II. The Company paid $0.6 million to its partner to acquire its equity interest in the property and assumed a $44.4 million mortgage on the property. The Company sold the property in the first quarter of 2022. Prior to the sale, SAFE paid $0.3 million to terminate a purchase option that allowed the Company to purchase the land at the expiration of the Ground Lease.

In February 2021, the Company provided a $50.0 million loan to the ground lessee of a Ground Lease originated at SAFE. The loan was for the Ground Lease tenant’s recapitalization of a hotel property. The Company received $1.9 million of consideration from SAFE in connection with this transaction. The Company sold the loan in July 2021 and recorded no gain or loss on the sale.

In March 2021, the Company acquired land and simultaneously structured and entered into with the seller a Ground Lease on which a multi-family project will be constructed. At closing, the Company entered into an agreement with SAFE pursuant to which, subject to certain conditions being met, SAFE would acquire the ground lessor entity from the Company. The Company sold the ground lessor entity to SAFE in September 2021 and recognized no gain or loss on the sale (refer to Note 7 - Loans receivable held for sale). The Company also committed to provide a $75.0 million construction loan to the Ground Lease tenant. The Company received $2.7 million of consideration from SAFE in connection with this transaction. In September 2021, the construction loan commitment and the $2.7 million of consideration was transferred to the Loan Fund (refer to “Other strategic investments” below).

In June 2021, the Company sold to SAFE its rights under a purchase option agreement for $1.2 million. The Company had previously acquired such purchase option agreement from a third-party property owner for $1.0 million and incurred $0.2 million of expenses. Under the option agreement, upon certain conditions being met by an outside developer who may become the Ground Lease tenant, SAFE has the right to acquire for $215.0 million a property and hold a Ground Lease under approximately 1.1 million square feet of office space that may be developed on the property. No gain or loss was recognized by the Company as a result of the sale.

In June 2021, the Company and SAFE entered into two agreements pursuant to each of which SAFE would acquire land and a related Ground Lease originated by the Company when certain construction related conditions are met by a specified time period. The purchase price to be paid for each is $42.0 million, plus an amount necessary for the Company to achieve the greater of a 1.25x 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 SAFE upon acquisition. If certain construction conditions are not met within a specified time period, SAFE will have no obligation to acquire the Ground Leases or fund the leasehold improvement allowances. In January 2022, the Company sold the Ground Leases to the Ground Lease Plus Fund (see below). There can be no assurance that the conditions to closing will be satisfied and that SAFE will acquire the properties and Ground Leases from the Ground Lease Plus Fund.

In November 2021, the Company and SAFE entered into an agreement pursuant to which SAFE would acquire land and a related Ground Lease originated by the Company when certain construction related conditions are met by a specified time period. The purchase price to be paid is $33.3 million, plus an amount necessary for the Company to achieve the greater of a 1.25x multiple and a 12% return on its investment. In addition, the Ground Lease provides for a leasehold

23

iStar Inc.

Notes to Consolidated Financial Statements (Continued)

(unaudited)

Table of Contents

improvement allowance up to a maximum of $51.8 million, which obligation would be assumed by SAFE upon acquisition. If certain construction conditions are not met within a specified time period, SAFE will have no obligation to acquire the Ground Lease or fund the leasehold improvement allowance. There can be no assurance that the conditions to closing will be satisfied and that SAFE will acquire the land and Ground Lease from the Ground Lease Plus Fund (refer to Ground Lease Plus Fund below).

In December 2021, the Company’s partner in a venture recapitalized an existing multifamily property, which included a Ground Lease provided by SAFE. As part of the recapitalization, the Company’s partner acquired its 50% equity interest in the entity and the mezzanine loan held by the Company was repaid in full. During the three and six months ended June 30, 2021, the Company recorded $0.6 million and $1.1 million, respectively, of interest income on the mezzanine loan.

In January 2022, the Company and SAFE entered into an agreement pursuant to which SAFE would acquire land and a related Ground Lease originated by the Company when certain construction related conditions are met. The purchase price to be paid is a maximum of $36.0 million (refer to Note 5), plus an amount necessary for the Company to achieve the greater of a 1.05x multiple and a 10% return on its investment. There can be no assurance that the conditions to closing will be satisfied and that SAFE will acquire the land and Ground Lease from the Company.

In February 2022, the Loan Fund (refer to Other Strategic Investments below) committed to provide a $130.0 million loan to the ground lessee of a Ground Lease originated at SAFE. The loan is for the Ground Lease tenant’s recapitalization of a life science property. The Loan Fund received $9.0 million of consideration from SAFE in connection with this transaction.

In April 2022, the Company sold a Ground Lease on a hotel property to SAFE for $9.0 million. The Company previously owned a 50% equity interest in a venture that owned the hotel property. The Company did not recognize any gain or loss on the sale.

In June 2022, the Loan Fund (refer to Other Strategic Investments below) committed to provide a $105.0 million loan to the ground lessee of a Ground Lease originated at SAFE. The loan is for the Ground Lease tenant’s recapitalization of a mixed-use property. The Loan Fund received $5.0 million of consideration from SAFE in connection with this transaction.

24

iStar Inc.

Notes to Consolidated Financial Statements (Continued)

(unaudited)

Table of Contents

Ground Lease Plus Fund—The Company formed and manages an investment fund that targets the origination and acquisition of Ground Leases for commercial real estate projects that are in a pre-development phase (the “Ground Lease Plus Fund”). The Company owns a 53% noncontrolling equity interest in the Ground Lease Plus Fund. The Company does not have a controlling interest in the Ground Lease Plus Fund due to the substantive participating rights of its partner and accounts for this investment as an equity method investment. In addition, the Ground Lease Plus Fund has first look rights through December 2023 on qualifying pre-development projects that SAFE has elected to not originate.

In November 2021, the Company acquired land for $33.3 million and simultaneously structured and entered into a Ground Lease on which a multi-family project will be constructed. In December 2021, the Company sold the Ground Lease to the Ground Lease Plus Fund and recognized no gain or loss on the sale. The Company and SAFE entered into an agreement pursuant to which SAFE would acquire the land and related Ground Lease from the Ground Lease Plus Fund when certain construction related conditions are met by a specified time period (refer to “Safehold Inc.” above).

In January 2022, the Company sold two Ground Leases to the Ground Lease Plus Fund (refer to Note 5) and recognized an aggregate $0.5 million of gains in “Income from sales of real estate” on the sale. The Company and SAFE entered into an agreement pursuant to which SAFE would acquire the land properties and related Ground Leases from the Ground Lease Plus Fund when certain construction related conditions are met by a specified time period (refer to “Safehold Inc.” above).

Other real estate equity investments—As of June 30, 2022, the Company’s other real estate equity investments include equity interests in real estate ventures ranging from 48% to 95%, comprised of investments of $38.2 million in operating properties and $0.3 million in land assets. As of December 31, 2021, the Company’s other real estate equity investments included $43.3 million in operating properties and $1.1 million in land assets.

Other strategic investments—As of June 30, 2022 and December 31, 2021, the Company also had investments in real estate related funds and other strategic investments in real estate entities.

In January 2021, the Company sold two loans for $83.4 million to a newly formed entity in which the Company owns a 53.0% noncontrolling equity interest (the “Loan Fund”). The Company did not recognize any gain or loss on the sales. In September 2021, the Company transferred a $75.0 million construction loan commitment to the Loan Fund. The Company does not have a controlling interest in the Loan Fund due to the substantive participating rights of its partner. The Company accounts for this investment as an equity method investment and receives a fixed annual fee in exchange for managing the entity.

In February 2022, the Loan Fund committed to provide a $130.0 million loan to the ground lessee of a Ground Lease originated at SAFE. The loan was for the Ground Lease tenant’s recapitalization of a life science property.

In June 2022, the Loan Fund committed to provide a $105.0 million loan to the ground lessee of a Ground Lease originated at SAFE. The loan was for the Ground Lease tenant’s recapitalization of a mixed-use property.

Summarized investee financial information—The following table presents the investee level summarized financial information for the Company’s equity method investment that was significant as of June 30, 2022 ($ in thousands):

    

Revenues

    

Expenses

    

Net Income Attributable to Parent

For the Six Months Ended June 30, 2022

SAFE

$

125,247

$

82,157

$

47,551

 

For the Six Months Ended June 30, 2021

SAFE

$

87,720

$

57,536

$

31,640

25

iStar Inc.

Notes to Consolidated Financial Statements (Continued)

(unaudited)

Table of Contents

Note 9—Other Assets and Other Liabilities

Deferred expenses and other assets, net, consist of the following items ($ in thousands):(1)

As of

    

June 30, 2022

    

December 31, 2021

Other assets(2)

$

19,006

$

16,040

Operating lease right-of-use assets(3)

 

18,101

 

20,437

Restricted cash

 

5,179

 

54,395

Other receivables

 

3,739

 

5,054

Corporate furniture, fixtures and equipment, net(4)

 

1,696

 

1,852

Leasing costs, net(5)

 

665

 

818

Intangible assets, net(6)

350

1,209

Deferred financing fees, net

 

204

 

629

Deferred expenses and other assets, net

$

48,940

$

100,434

(1)Certain items have been reclassified to “Real estate and other assets available and held for sale and classified as discontinued operations” (refer to Note 3).
(2)Other assets primarily includes prepaid expenses, deposits for certain real estate assets and management fees and expense reimbursements due from SAFE (refer to Note 8).
(3)Right-of-use lease assets relate primarily to the Company’s leases of office space. Right-of use lease assets initially equal the lease liability. For operating leases, rent expense is recognized on a straight-line basis over the term of the lease and is recorded in “General and administrative” and “Real estate expense” in the Company’s consolidated statements of operations. During the three months ended June 30, 2022 and 2021, the Company recognized $1.2 million and $1.2 million, respectively, in "General and administrative" and $0.3 million and $0.2 million, respectively, in "Real estate expense" in its consolidated statements of operations relating to operating leases. During the six months ended June 30, 2022 and 2021, the Company recognized $2.4 million and $2.5 million, respectively, in "General and administrative" and $0.4 million and $0.3 million, respectively, in "Real estate expense" in its consolidated statements of operations relating to operating leases.
(4)Accumulated depreciation on corporate furniture, fixtures and equipment was $12.0 million and $14.8 million as of June 30, 2022 and December 31, 2021, respectively.
(5)Accumulated amortization of leasing costs was $0.4 million and $1.1 million as of June 30, 2022 and December 31, 2021, respectively.
(6)Intangible assets, net includes above market and in-place lease assets and lease incentives related to the acquisition of real estate assets. Accumulated amortization on intangible assets, net was $0.1 million and $10.2 million as of June 30, 2022 and December 31, 2021, respectively. These intangible lease assets are amortized over the remaining term of the lease. The amortization expense for in-place leases for the three and six months ended June 30, 2021 was $0.1 million and $0.7 million, respectively. This amount is included in “Depreciation and amortization” in the Company’s consolidated statements of operations. As of June 30, 2022, the weighted average remaining amortization period for the Company’s intangible assets was approximately 5.4 years.

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

As of

    

June 30, 2022

    

December 31, 2021

Accrued expenses

$

65,760

$

151,810

Accrued interest payable

 

27,556

 

31,293

Other liabilities(1)

27,120

30,362

Operating lease liabilities (see table above)

 

20,355

 

23,267

Accounts payable, accrued expenses and other liabilities

$

140,791

$

236,732

(1)As of June 30, 2022 and December 31, 2021, other liabilities includes $20.2 million and $20.1 million, respectively, of deferred income. As of December 31, 2021, other liabilities includes $0.1 million of expected credit losses for unfunded loan commitments.

26

iStar Inc.

Notes to Consolidated Financial Statements (Continued)

(unaudited)

Table of Contents

Note 10—Debt Obligations, net

The Company’s debt obligations were as follows ($ in thousands):

Carrying Value as of 

Stated 

Scheduled 

    

June 30, 2022

    

December 31, 2021

    

Interest Rates

            

Maturity Date

Secured credit facilities:

 

  

 

  

  

 

  

Revolving Credit Facility

$

$

LIBOR + 2.00

(1)

September 2022

Senior Term Loan

 

 

491,875

LIBOR + 2.75

(2)

Total secured credit facilities

 

 

491,875

  

 

  

Unsecured notes:

 

  

 

  

  

 

  

3.125% senior convertible notes(3)

 

93,110

 

287,500

3.125

%  

September 2022

4.75% senior notes(4)

 

767,941

 

775,000

4.75

%  

October 2024

4.25% senior notes(5)

 

550,000

 

550,000

4.25

%  

August 2025

5.50% senior notes(6)

 

346,906

 

400,000

5.50

%  

February 2026

Total unsecured notes

 

1,757,957

 

2,012,500

  

 

  

Other debt obligations:

 

  

 

  

  

 

  

Trust preferred securities

 

100,000

 

100,000

LIBOR + 1.50

%  

October 2035

Total debt obligations

 

1,857,957

 

2,604,375

  

 

  

Debt discounts and deferred financing costs, net

 

(24,707)

 

(32,201)

  

 

  

Total debt obligations, net(7)

$

1,833,250

$

2,572,174

  

 

  

(1)The Revolving Credit Facility bears interest at the Company’s election of either: (i) a base rate, which is the greater of (a) prime, (b) federal funds plus 0.50% or (c) LIBOR plus 1.0% and subject to a margin ranging from 1.00% to 1.50%; or (ii) LIBOR subject to a margin ranging from 2.00% to 2.50%. At maturity, the Company may convert outstanding borrowings to a one year term loan which matures in quarterly installments through September 2023.
(2)The loan accrued interest at the Company’s election of either: (i) a base rate, which is the greater of (a) prime, (b) federal funds plus 0.50% or (c) LIBOR plus 1.0% and subject to a margin of 1.75%; or (ii) LIBOR subject to a margin of 2.75%.
(3)The Company’s 3.125% senior convertible fixed rate notes due September 2022 (“3.125% Convertible Notes”) are convertible at the option of the holders at any time prior to the close of business on the business day immediately preceding September 15, 2022. The conversion rate as of June 30, 2022 was 72.8554 shares per $1,000 principal amount of 3.125% Convertible Notes, which equals a conversion price of $13.73 per share. The conversion rate is subject to adjustment from time to time for specified events. Upon conversion, the Company will pay or deliver, as the case may be, a combination of cash and shares of its common stock. During the three months ended June 30, 2022 and 2021, the Company recognized $0.9 million and $2.2 million, respectively, of contractual interest on the 3.125% Convertible Notes. During the six months ended June 30, 2022 and 2021, the Company recognized $3.2 million and $4.5 million, respectively, of contractual interest on the 3.125% Convertible Notes.  
(4)The Company can prepay these senior notes without penalty beginning July 1, 2024.
(5)The Company can prepay these senior notes without penalty beginning May 1, 2025.
(6)The Company can prepay these senior notes without penalty beginning August 15, 2024.
(7)The Company capitalized interest relating to development activities of $0.4 million and $0.2 million during the three months ended June 30, 2022 and 2021, respectively, and $0.7 million and $0.4 million during the six months ended June 30, 2022 and 2021, respectively.

Future Scheduled Maturities—As of June 30, 2022, future scheduled maturities of outstanding debt obligations are as follows ($ in thousands):

    

Unsecured Debt

    

Secured Debt

    

Total

2022 (remaining six months)

$

93,110

$

$

93,110

2023

 

 

 

2024

 

767,941

 

 

767,941

2025

 

550,000

 

 

550,000

2026

 

346,906

 

 

346,906

Thereafter

 

100,000

 

 

100,000

Total principal maturities

 

1,857,957

 

 

1,857,957

Unamortized discounts and deferred financing costs, net

 

(24,707)

 

 

(24,707)

Total debt obligations, net

$

1,833,250

$

$

1,833,250

27

iStar Inc.

Notes to Consolidated Financial Statements (Continued)

(unaudited)

Table of Contents

Senior Term Loan—The Company had a $650.0 million senior term loan (the “Senior Term Loan”) that accrued interest at LIBOR plus 2.75% per annum and matured in June 2023. The Senior Term Loan was secured by pledges of equity of certain subsidiaries that own a defined pool of assets. The Senior Term Loan permitted substitution of collateral, subject to overall collateral pool coverage and concentration limits, over the life of the facility. The Company repaid the Senior Term Loan in full in March 2022 using proceeds from the Net Lease Sale (refer to Note 3 - Net Lease Sale and Discontinued Operations). During the six months ended June 30, 2022, the Company incurred a “Loss on extinguishment of debt” of $1.4 million in connection with the repayment of the Senior Term Loan.

Revolving Credit Facility—The Company has a secured revolving credit facility with a maximum capacity of $350.0 million that matures in September 2022 (the “Revolving Credit Facility”). Outstanding borrowings under the Revolving Credit Facility are secured by pledges of the equity interests in the Company’s subsidiaries that own a defined pool of assets. Borrowings under this credit facility bear interest at a floating rate indexed to one of several base rates plus a margin which adjusts upward or downward based upon the Company’s corporate credit rating, ranging from 1.0% to 1.5% in the case of base rate loans and from 2.0% to 2.5% in the case of LIBOR loans. In addition, there is an undrawn credit facility commitment fee that ranges from 0.25% to 0.45%, based on corporate credit ratings. At maturity, the Company may convert outstanding borrowings to a one year term loan which matures in quarterly installments through September 2023. As of June 30, 2022, based on the Company’s borrowing base of assets, the Company had the ability to draw $35.2 million without pledging any additional assets to the facility.

Unsecured Notes—As of June 30, 2022, the Company has senior unsecured notes outstanding with varying fixed-rates and maturities ranging from September 2022 to February 2026. In connection with the Net Lease Sale, in the fourth quarter 2021, the Company obtained the consents of holders of its outstanding 4.75% senior notes due 2024, 4.25% senior notes due 2025 and 5.50% senior notes due 2026 to certain amendments to the indentures governing the notes intended to align the indentures with the sale of the Company's net lease assets. The Company paid holders consent fees ranging from 0.75% to 1.00% of the principal amount of consenting notes, depending on the relevant series. The Company’s senior unsecured notes are interest only, are generally redeemable at the option of the Company and contain certain financial covenants (see below).

In April 2022, the Company completed separate, privately-negotiated transactions with holders of $194 million aggregate principal amount of the Company's 3.125% Convertible Notes in which the noteholders exchanged their convertible notes with the Company for 13.75 million newly issued shares of the Company's common stock and aggregate cash payments of $14 million. The 3.125% Convertible Senior Notes received by the Company were retired. The Company recognized a net increase in shareholders’ equity of $180.6 million inclusive of a $118.1 million loss on extinguishment of debt in connection with these transactions.

In April 2022, the Company redeemed $7.1 million principal amount of its 4.75% senior notes due October 2024 for $7.2 million. The Company recognized a $0.2 million loss on extinguishment of debt in connection with these transactions.

In June 2022, the Company redeemed $53.1 million principal amount of its 5.50% senior notes due February 2026 for $50.6 million. The Company recognized a $1.7 million net gain on extinguishment of debt in connection with these transactions.

Debt Covenants—The Company’s outstanding unsecured debt securities contain corporate level covenants that include a covenant to maintain a ratio of unencumbered assets to unsecured indebtedness, as such terms are defined in the indentures governing the debt securities, of at least 1.3x and a covenant restricting certain incurrences of debt based on a fixed charge coverage ratio. If any of the Company’s covenants are breached and not cured within applicable cure periods, the breach could result in acceleration of its debt securities unless a waiver or modification is agreed upon with the requisite percentage of the bondholders.

28

iStar Inc.

Notes to Consolidated Financial Statements (Continued)

(unaudited)

Table of Contents

The Company’s Revolving Credit Facility contains certain covenants, including covenants relating to collateral coverage, restrictions on fundamental changes, transactions with affiliates, matters relating to the liens granted to the lenders and the delivery of information to the lenders. The Revolving Credit Facility is secured by a borrowing base of assets and requires the Company to maintain both borrowing base asset value of at least 1.5x outstanding borrowings on the facility and a consolidated ratio of cash flow to fixed charges of at least 1.5x. The Revolving Credit Facility does not require that proceeds from the borrowing base be used to pay down outstanding borrowings provided the borrowing base asset value remains at least 1.5x outstanding borrowings on the facility. To satisfy this covenant, the Company has the option to pay down outstanding borrowings or substitute assets in the borrowing base. Under the Revolving Credit Facility the Company is permitted to pay dividends provided that no material default (as defined in the relevant agreement) has occurred and is continuing or would result therefrom and the Company remains in compliance with its financial covenants after giving effect to the dividend.

The Company’s Revolving Credit Facility contains cross default provisions that would allow the lenders to declare an event of default and accelerate the Company’s indebtedness to them if the Company fails to pay amounts due in respect of its other recourse indebtedness in excess of specified thresholds or if the lenders under such other indebtedness are otherwise permitted to accelerate such indebtedness for any reason. The indentures governing the Company’s unsecured public debt securities permit the bondholders to declare an event of default and accelerate the Company’s indebtedness to them if the Company’s other recourse indebtedness in excess of specified thresholds is not paid at final maturity or if such indebtedness is accelerated.

Note 11—Commitments and Contingencies

Unfunded Commitments—The Company generally funds construction and development loans and build-outs of space in real estate assets over a period of time if and when the borrowers and tenants meet established milestones and other performance criteria. The Company refers to these arrangements as Performance-Based Commitments. In addition, the Company has committed to invest capital in several real estate funds and other ventures. These arrangements are referred to as Strategic Investments.

As of June 30, 2022, the maximum amount of fundings the Company may be required to make under each category, assuming all performance hurdles and milestones are met under the Performance-Based Commitments and that 100% of its capital committed to Strategic Investments is drawn down, are as follows ($ in thousands):

Loans and Other 

Lending 

Real 

Other 

    

Investments

    

Estate

    

Investments

    

Total

Performance-Based Commitments

$

1,877

$

4,271

$

149,502

$

155,650

Strategic Investments

 

 

3,161

 

2,249

 

5,410

Total

$

1,877

$

7,432

$

151,751

$

161,060

29

iStar Inc.

Notes to Consolidated Financial Statements (Continued)

(unaudited)

Table of Contents

Other Commitments—Future minimum lease obligations under non-cancelable operating leases as of June 30, 2022 are as follows ($ in thousands):(1)

2022 (remaining six months)

$

3,237

2023

 

6,295

2024

 

6,178

2025

 

6,166

2026

 

142

Thereafter

 

162

Total undiscounted cash flows

 

22,180

Present value discount(1)

 

(1,825)

Lease liabilities

$

20,355

(1)The lease liability equals the present value of the minimum rental payments due under the lease discounted at the rate implicit in the lease or the Company’s incremental secured borrowing rate for similar collateral. For operating leases, lease liabilities were discounted at the Company’s weighted average incremental secured borrowing rate for similar collateral estimated to be 4.7% and the weighted average remaining lease term is 4.2 years. During the three months ended June 30, 2022 and 2021, the Company made payments of $1.7 million and $0.4 million, respectively, related to its operating leases and during the three months ended June 30, 2021 made payments of $1.4 million related to finance leases with SAFE. During the six months ended June 30, 2022 and 2021, the Company made payments of $3.4 million and $1.2 million, respectively, related to its operating leases and $1.3 million and $2.7 million, respectively, related to finance leases with SAFE.

Legal Proceedings—The Company and/or one or more of its subsidiaries is party to various pending litigation matters that are considered ordinary routine litigation incidental to the Company’s business as a finance and investment company focused on the commercial real estate industry, including foreclosure-related proceedings. The Company believes it is not a party to, nor are any of its properties the subject of, any pending legal proceeding that would have a material adverse effect on the Company’s consolidated financial statements.

Note 12—Derivatives

The Company’s use of derivative financial instruments has historically been limited to the utilization of interest rate swaps, interest rate caps and foreign exchange contracts. The principal objective of such financial instruments is to minimize the risks and/or costs associated with the Company’s operating and financial structure and to manage its exposure to interest rates and foreign exchange rates. The Company may have derivatives that are not designated as hedges because they do not meet the strict hedge accounting requirements. Although not designated as hedges, such derivatives are entered into to manage the Company’s exposure to interest rate movements and other identified risks.

30

iStar Inc.

Notes to Consolidated Financial Statements (Continued)

(unaudited)

Table of Contents

The table below presents the fair value of the Company’s derivative financial instruments as well as their classification on the consolidated balance sheets as of June 30, 2022 and December 31, 2021 ($ in thousands):(1)

    

Derivative Liabilities

Balance Sheet 

Fair 

As of June 30, 2022

    

Location

    

Value

Derivatives Designated in Hedging Relationships

Interest rate swaps

 

Liabilities associated with real estate held for sale and classified as discontinued operations

$

Total

 

  

$

As of December 31, 2021

 

  

 

  

Derivatives Designated in Hedging Relationships

 

  

 

  

Interest rate swaps

 

Liabilities associated with real estate held for sale and classified as discontinued operations

$

8,395

Total

 

  

$

8,395

(1)Over the next 12 months, the Company expects that $2.4 million related to its proportionate share of cash flow hedges held by SAFE will be reclassified from “Accumulated other comprehensive income (loss)” as a decrease to earnings from equity method investments.

31

iStar Inc.

Notes to Consolidated Financial Statements (Continued)

(unaudited)

Table of Contents

The table below presents the effect of the Company’s derivative financial instruments, including the Company’s share of derivative financial instruments at certain of its equity method investments, in the consolidated statements of operations and the consolidated statements of comprehensive income (loss) ($ in thousands):

    

    

Amount of Gain 

    

Amount of Gain

Location of Gain 

(Loss) Recognized in

(Loss) Reclassified 

(Loss) 

 Accumulated Other 

from Accumulated 

Derivatives Designated in

When Recognized in 

Comprehensive 

Other Comprehensive

Hedging Relationships

    

Income

    

Income

    

 Income into Earnings

For the Three Months Ended June 30, 2022

Interest rate swaps

 

Earnings from equity method investments

$

4,382

$

(580)

For the Three Months Ended June 30, 2021

 

  

 

  

 

  

Interest rate swaps

 

Net income from discontinued operations

$

(764)

$

(2,029)

Interest rate swaps

 

Earnings from equity method investments

 

 

(457)

For the Six Months Ended June 30, 2022

Interest rate swaps

 

Earnings from equity method investments

$

7,138

$

(1,201)

For the Six Months Ended June 30, 2021

 

  

 

  

 

  

Interest rate swaps

 

Net income from discontinued operations

$

2,573

$

(4,133)

Interest rate swaps

 

Earnings from equity method investments

 

8,638

 

(691)

32

iStar Inc.

Notes to Consolidated Financial Statements (Continued)

(unaudited)

Table of Contents

Note 13—Equity

Preferred Stock—The Company had the following series of Cumulative Redeemable Preferred Stock outstanding as of June 30, 2022 and December 31, 2021:

    

    

    

Cumulative Preferential Cash 

    

Dividends(1)(2)

Shares Issued 

and

Annual 

Carrying

 Outstanding 

Par 

Liquidation 

Rate per 

Dividend 

Value

Series

    

(in thousands)

    

Value

    

Preference(3)  

    

Annum

    

per share

    

(in thousands)

D

 

4,000

$

0.001

$

25.00

 

8.00

%  

$

2.00

$

89,041

G

 

3,200

 

0.001

 

25.00

 

7.65

%  

 

1.91

 

72,664

I

 

5,000

 

0.001

 

25.00

 

7.50

%  

 

1.88

 

120,785

Total

 

12,200

 

  

 

  

$

282,490

(1)Holders of shares of the Series D, G and I preferred stock are entitled to receive dividends, when and as declared by the Company’s Board of Directors, out of funds legally available for the payment of dividends. Dividends are cumulative from the date of original issue and are payable quarterly in arrears on or before the 15th day of each March, June, September and December or, if not a business day, the next succeeding business day. Any dividend payable on the preferred stock for any partial dividend period will be computed on the basis of a 360-day year consisting of twelve 30-day months. Dividends will be payable to holders of record as of the close of business on the first day of the calendar month in which the applicable dividend payment date falls or on another date designated by the Company’s Board of Directors for the payment of dividends that is not more than 30 nor less than 10 days prior to the dividend payment date.
(2)The Company declared and paid dividends of $4.0 million, $3.1 million and $4.7 million on its Series D, G and I Cumulative Redeemable Preferred Stock during both the six months ended June 30, 2022 and 2021. The character of the 2021 dividends was 100% capital gain distribution, of which 18.31% represented unrecaptured section 1250 gain. 
(3)The Company may, at its option, redeem the Series G and I Preferred Stock, in whole or in part, at any time and from time to time, for cash at a redemption price equal to 100% of the liquidation preference of $25.00 per share, plus accrued and unpaid dividends, if any, to the redemption date.

Dividends—To maintain its qualification as a REIT, the Company must annually distribute, at a minimum, an amount equal to 90% of its taxable income, excluding net capital gains, and must distribute 100% of its taxable income (including net capital gains) to eliminate corporate federal income taxes payable by the REIT. The Company has recorded NOLs and may record NOLs in the future, which may reduce its taxable income in future periods and lower or eliminate entirely the Company’s obligation to pay dividends for such periods in order to maintain its REIT qualification. As of December 31, 2021, the Company had $614.6 million of NOL carryforwards at the corporate REIT level that can generally be used to offset both ordinary taxable income and capital gain net income in future years. The NOL carryforwards will begin to expire in 2032 and will fully expire in 2036 if unused, except for $154 million of NOL which never expires. Because taxable income differs from cash flow from operations due to non-cash revenues and expenses (such as depreciation and certain asset impairments), in certain circumstances, the Company may generate operating cash flow in excess of its dividends, or alternatively, may need to make dividend payments in excess of operating cash flows. The Senior Term Loan and the Revolving Credit Facility permit the Company to pay common dividends with no restrictions so long as the Company is not in default on any of its debt obligations. The Company declared common stock dividends of $19.2 million, or $0.25 per share, for the six months ended June 30, 2022 and $17.4 million, or $0.235 per share, for the six months ended June 30, 2021. The character of the 2021 dividends was 100% capital gain distribution, of which 18.31% represented unrecaptured section 1250 gain.

Stock Repurchase Program—The Company may repurchase shares in negotiated transactions or open market transactions, including through one or more trading plans. The Company did not repurchase any shares of its common stock during the six months ended June 30, 2022. During the six months ended June 30, 2021, the Company repurchased 1.8 million shares of its outstanding common stock for $32.4 million, for an average cost of $17.57 per share. The Company is generally authorized to repurchase up to $50.0 million in shares of its common stock and in February 2022, the Company's Board of Directors authorized an increase to the stock repurchase program to $50.0 million. As of June 30, 2022, the Company had remaining authorization to repurchase up to $50.0 million of common stock under its stock repurchase program.

33

iStar Inc.

Notes to Consolidated Financial Statements (Continued)

(unaudited)

Table of Contents

Accumulated Other Comprehensive Income (Loss)— “Accumulated other comprehensive income (loss)” reflected in the Company’s shareholders’ equity is comprised of the following ($ in thousands):

As of

    

June 30, 2022

    

December 31, 2021

Unrealized (losses) gains on available-for-sale securities

$

(386)

    

$

4,237

Unrealized losses on cash flow hedges

 

(17,486)

 

(25,824)

Accumulated other comprehensive loss

$

(17,872)

$

(21,587)

Note 14—Stock-Based Compensation Plans and Employee Benefits

Stock-Based Compensation—The Company recorded stock-based compensation, including the expense related to performance incentive plans (see below), of ($17.9) million and $14.8 million for the three months ended June 30, 2022 and 2021, respectively, and ($30.4) million and $20.3 million for the six months ended June 30, 2022 and 2021, respectively, in “General and administrative” in the Company’s consolidated statements of operations.

Performance Incentive Plans—The Company’s Performance Incentive Plans (“iPIP”) are designed to provide, primarily to senior executives and select professionals engaged in the Company’s investment activities, long-term compensation which has a direct relationship to the realized returns on investments included in the plans. Awards vest over six years, with 40% being vested at the end of the second year and 15% each year thereafter. As of June 30, 2022, there are five iPIP Plans, each covering a two-year investment period beginning with the 2013-2014 Plan through the 2021-2022 Plan.

2019-2022 iPIP Plans—The Company’s 2019-2020 and 2021-2022 iPIP plans are equity-classified awards which are measured at the grant date fair value and recognized as compensation cost in “General and administrative” in the Company’s consolidated statements of operations and “Noncontrolling interests” in the Company’s consolidated statements of changes in equity over the requisite service period. Investments in the 2019-2022 iPIP plans are held by consolidated subsidiaries of the Company and have two ownership classes, class A units and class B units. The Company owns 100% of the class A units and the class B units were issued to employees as long-term compensation. Except for certain clawback provisions, participants can retain vested class B units upon their termination of employment with the Company. The class B units are entitled to distributions from the net cash realized from the investments in the plan after the Company, through its ownership of the class A units, has received a specified return on its invested capital and a return of its invested capital. Distributions on the class B units are also subject to reductions under a total shareholder return (“TSR”) adjustment. The fair value of the class B units was determined using a model that forecasts the underlying cash flows from the investments within the entity to which the class B units have ownership rights. During the six months ended June 30, 2022 and 2021, the Company recorded $2.4 million and $1.5 million, respectively, of expense related to the 2019-2022 iPIP plans. Distributions on the class B units are expected to be 50% in cash and 50% in shares of the Company’s common stock; provided, however, that (a) the cash portion will be increased if the Company does not have sufficient shares available under shareholder approved equity plans; and (b) if the principal remaining material asset in a plan is unsold SAFE shares, the Company may elect to distribute SAFE shares in lieu of cash and Company stock.

The following is a summary of the status of the Company’s equity-classified iPIP plans and changes during the six months ended June 30, 2022.

iPIP Investment Pool

    

2019-2020

    

2021-2022

Points at beginning of period

 

95.20

 

84.75

Granted

7.95

Forfeited

 

 

(0.35)

Points at end of period

 

95.20

 

92.35

As of June 30, 2022, investments with an aggregate gross book value of $764 million, including 26.7 million shares of SAFE common stock acquired by the Company, were attributable to the 2019-2020 Plan and investments with an

34

iStar Inc.

Notes to Consolidated Financial Statements (Continued)

(unaudited)

Table of Contents

aggregate gross book value of $435 million, including 5.0 million shares of SAFE common stock acquired by the Company, were attributable to the 2021-2022 Plan.

2013-2018 iPIP Plans—The remainder of the Company’s iPIP plans, as shown in the table below, are liability-classified awards and are remeasured each reporting period at fair value until the awards are settled. Certain employees will be granted awards that entitle employees to receive the residual cash flows from the investments in the plans after the Company has received a specified return on its invested capital and a return of its invested capital. Awards are also subject to reductions under a TSR adjustment. The fair value of awards is determined using a model that forecasts the Company’s projected investment performance. Settlement of the awards will be 50% in cash and 50% in shares of the Company’s common stock or in shares of SAFE’s common stock owned by the Company.

The following is a summary of the status of the Company’s liability-classified iPIP plans and changes during the six months ended June 30, 2022.

iPIP Investment Pool

    

20132014

    

20152016(1)

    

20172018

Points at beginning of period

 

80.17

 

70.40

 

75.34

Granted

Points at end of period

 

80.17

 

70.40

 

75.34

(1)As of June 30, 2022, all awards under the 2015-2016 Plan had been paid.

During the six months ended June 30, 2022, the Company recorded a $37.1 million reduction of expense related to the 2013-2018 iPIP plans, primarily due to a decrease in the price per share of SAFE common stock. During the six months ended June 30, 2021, the Company recorded $15.1 million of expense related to the 2013-2018 iPIP plans.

As of June 30, 2022, investments with an aggregate gross book value of $13 million were attributable to the 2013-2014 Plan and investments with an aggregate gross book value of $238 million, including 7.6 million shares of SAFE common stock acquired by the Company, were attributable to the 2017-2018 Plan. As of June 30, 2022 there were no investments attributable to the 2015-2016 Plan.

During the six months ended June 30, 2022, the Company made distributions to participants in the 2013-2014 investment pool. The iPIP participants received total distributions in the amount of $19.6 million as compensation, comprised of cash and 412,041 shares of the Company’s common stock with a fair value of $16.06 per share, which are fully-vested and issued under the 2009 LTIP. After deducting statutory minimum tax withholdings, a total of 215,657 shares of the Company’s common stock were issued.

During the six months ended June 30, 2022, the Company made distributions to participants in the 2015-2016 investment pool. The iPIP participants received total distributions in the amount of $19.2 million as compensation, comprised of cash and 402,731 shares of the Company’s common stock with a fair value of $16.06 per share, which are fully-vested and issued under the 2009 LTIP. After deducting statutory minimum tax withholdings, a total of 193,416 shares of the Company’s common stock were issued.

During the six months ended June 30, 2021, the Company made distributions to participants in the 2015-2016 investment pool. The iPIP participants received total distributions in the amount of $3.2 million as compensation, comprised of cash and 97,881 shares of the Company’s common stock with a fair value of $17.65 per share, which are fully-vested and issued under the 2009 LTIP. After deducting statutory minimum tax withholdings, a total of 57,920 shares of the Company’s common stock were issued.

As of June 30, 2022 and December 31, 2021, the Company had accrued compensation costs relating to iPIP of $47.0 million and $116.6 million, respectively, which are included in “Accounts payable, accrued expenses and other liabilities” on the Company’s consolidated balance sheets.

35

iStar Inc.

Notes to Consolidated Financial Statements (Continued)

(unaudited)

Table of Contents

Long-Term Incentive Plan—The Company’s 2009 Long-Term Incentive Plan (the “2009 LTIP”) is designed to provide incentive compensation for officers, key employees, directors and advisors of the Company. The 2009 LTIP provides for awards of stock options, shares of restricted stock, phantom shares, restricted stock units, dividend equivalent rights and other share-based performance awards. All awards under the 2009 LTIP are made at the discretion of the Company’s Board of Directors or a committee of the Board of Directors. The Company’s shareholders approved the 2009 LTIP in 2009 and approved the performance-based provisions of the 2009 LTIP, as amended, in 2014. In May 2021, the Company’s shareholders approved an increase in the number of shares available for issuance under the 2009 LTIP from a maximum of 8.9 million to 9.9 million and extended the expiration date of the 2009 LTIP from May 2029 to May 2031.

As of June 30, 2022, an aggregate of 2.3 million shares remain available for issuance pursuant to future awards under the Company’s 2009 LTIP.

Restricted Stock Unit Activity—A summary of the Company’s stock-based compensation awards to certain employees in the form of long-term incentive awards for the six months ended June 30, 2022, is as follows (in thousands):

Nonvested at beginning of period

754

Granted

214

Vested

(283)

Forfeited

(13)

Nonvested at end of period

 

672

As of June 30, 2022, there was $7.7 million of total unrecognized compensation cost related to all unvested restricted stock units that are expected to be recognized over a weighted average remaining vesting/service period of 1.54 years.

Directors’ Awards— During the six months ended June 30, 2022, the Company granted 38,953 restricted shares of common stock to non-employee Directors at a fair value of $16.33 at the time of grant for their annual equity awards and also issued 1,280 common stock equivalents (“CSEs”) at a fair value of $17.97 per CSE in respect of dividend equivalents on outstanding CSEs. As of June 30, 2022, a combined total of 131,983 CSEs and restricted shares of common stock granted to members of the Company’s Board of Directors remained outstanding under the Company’s Non-Employee Directors Deferral Plan, with an aggregate intrinsic value of $1.8 million.

401(k) Plan— The Company made contributions of $0.1 million and $0.1 million for the three months ended June 30, 2022 and 2021, respectively, and $0.9 million and $0.7 million for the six months ended June 30, 2022 and 2021, respectively, to the Company’s 401(k) Plan.

Note 15—Earnings Per Share

The following table presents a reconciliation of income from operations used in the basic and diluted earnings per share (“EPS”) calculations ($ in thousands, except for per share data):

For the Three Months Ended June 30, 

For the Six Months Ended June 30, 

    

2022

    

2021

    

2022

    

2021

Net loss from continuing operations

$

(132,494)

$

(36,731)

$

(134,382)

$

(51,227)

Net (income) loss from continuing operations attributable to noncontrolling interests

 

(117)

 

20

 

(99)

 

65

Preferred dividends

 

(5,874)

 

(5,874)

 

(11,748)

 

(11,748)

Net loss from continuing operations and allocable to common shareholders for basic and diluted earnings per common share

$

(138,485)

$

(42,585)

$

(146,229)

$

(62,910)

36

iStar Inc.

Notes to Consolidated Financial Statements (Continued)

(unaudited)

Table of Contents

For the Three Months Ended June 30, 

For the Six Months Ended June 30, 

    

2022

    

2021

    

2022

    

2021

Earnings allocable to common shares:

 

  

 

  

  

 

  

Numerator for basic and diluted earnings per share:

 

  

 

  

  

 

  

Net loss from continuing operations and allocable to common shareholders

$

(138,485)

$

(42,585)

$

(146,229)

$

(62,910)

Net income from discontinued operations

25,315

797,688

47,800

Net (income) from discontinued operations attributable to noncontrolling interests

(2,273)

(179,089)

(4,838)

Net income (loss) allocable to common shareholders

$

(138,485)

$

(19,543)

$

472,370

$

(19,948)

Denominator for basic and diluted earnings per share:

 

  

 

  

 

  

 

  

Weighted average common shares outstanding for basic and diluted earnings per common share

 

81,442

 

72,872

 

75,274

 

73,374

Basic and diluted earnings per common share:(1)

 

  

 

  

 

  

 

  

Net loss from continuing operations and allocable to common shareholders

$

(1.70)

$

(0.59)

$

(1.94)

$

(0.86)

Net income from discontinued operations and allocable to common shareholders

0.32

8.22

0.59

Net income (loss) allocable to common shareholders

$

(1.70)

$

(0.27)

$

6.28

$

(0.27)

(1)For the three and six months ended June 30, 2022 and 2021, the effect of certain of the Company’s restricted stock awards were anti-dilutive due to the Company having a net loss from continuing operations and allocable to common shareholders for the period. For the three months ended June 30, 2022 and 2021, 1,787,708 and 4,700,805 shares, respectively, of the 3.125% Convertible Notes were antidilutive based upon the conversion price for such periods. For the six months ended June 30, 2022 and 2021, 5,308,491 and 3,797,296 shares, respectively, of the 3.125% Convertible Notes were antidilutive based upon the conversion price for such periods.

Note 16—Fair Values

Fair value represents the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The following fair value hierarchy prioritizes the inputs to be used in valuation techniques to measure fair value:

Level 1:  Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities;

Level 2:    Quoted prices in markets that are not active, or inputs which are observable, either directly or indirectly, for substantially the full term of the asset or liability; and

Level 3:    Prices or valuation techniques that require inputs that are both significant to the fair value measurement and unobservable (i.e., supported by little or no market activity).

Certain of the Company’s assets and liabilities are recorded at fair value either on a recurring or non-recurring basis. Assets required to be marked-to-market and reported at fair value every reporting period are classified as being valued on a recurring basis. Assets not required to be recorded at fair value every period may be recorded at fair value if a specific provision or other impairment is recorded within the period to mark the carrying value of the asset to market as of the reporting date. Such assets are classified as being valued on a non-recurring basis.

37

iStar Inc.

Notes to Consolidated Financial Statements (Continued)

(unaudited)

Table of Contents

The following fair value hierarchy table summarizes the Company’s assets and liabilities recorded at fair value on a recurring and non-recurring basis by the above categories ($ in thousands):

Fair Value Using

Quoted 

market

Significant

 prices in

other

Significant

active

 observable

unobservable

markets

 inputs

  inputs

    

Total

    

   (Level 1)

    

  (Level 2)

    

 (Level 3)

As of June 30, 2022

  

  

  

  

Recurring basis:

 

  

 

  

 

  

 

  

Available-for-sale securities(1)

 

$

23,254

 

$

 

$

 

$

23,254

Non-recurring basis:

 

 

Real estate, net(2)

811

811

Held-to-maturity securities(3)

35,000

35,000

As of December 31, 2021

 

  

 

  

 

  

 

  

Recurring basis:

 

  

 

  

 

  

 

  

Derivative liabilities(1)

$

8,395

 

$

 

$

8,395

 

$

Available-for-sale securities(1)

28,092

28,092

(1)The fair value of the Company’s derivatives are based upon widely accepted valuation techniques utilized by a third-party specialist using observable inputs such as interest rates and contractual cash flow and are classified as Level 2. The fair value of the Company’s available-for-sale securities are based upon unadjusted third-party broker quotes and are classified as Level 3.
(2)The Company recorded a $1.8 million impairment on an operating property with an estimated fair value of $0.8 million. The estimated fair value is based on the cash flows expected to be received.
(3)In the second quarter 2022, the Company received a $40.0 million repayment on a held-to-maturity security. The Company then recorded a $25.0 million charge-off (refer to Note 7) on the held-to-maturity security to record the security at the expected future cash flows to be received.

The following table summarizes changes in Level 3 available-for-sale securities reported at fair value on the Company’s consolidated balance sheets for the six months ended June 30, 2022 and 2021 ($ in thousands):

    

2022

    

2021

Beginning balance

$

28,092

$

25,274

Purchases

3,375

Repayments

 

(215)

 

(201)

Unrealized losses recorded in other comprehensive income

 

(4,623)

 

(374)

Ending balance

$

23,254

$

28,074

38

iStar Inc.

Notes to Consolidated Financial Statements (Continued)

(unaudited)

Table of Contents

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

As of June 30, 2022

As of December 31, 2021

Carrying

Fair 

Carrying

Fair 

    

 Value

    

Value

    

 Value

    

Value

Assets

Net investment in leases (refer to Note 5)(1)

$

32

$

32

$

43

$

43

Loans receivable and other lending investments, net(1)

204

204

333

345

Loans receivable held for sale(1)

43

43

Cash and cash equivalents(2)

 

1,401

 

1,401

 

340

 

340

Restricted cash(2)

 

5

 

5

 

54

 

54

Liabilities

Debt obligations, net(1)(3)

Level 1

1,734

1,717

2,473

2,799

Level 3

99

101

99

104

Total debt obligations, net

1,833

1,818

2,572

2,903

(1)The fair value of the Company’s net investment in leases, loans receivable and other lending investments, net, loans receivable held for sale and certain debt obligations are classified as Level 3 within the fair value hierarchy.
(2)The Company determined the carrying values of its cash and cash equivalents and restricted cash approximated their fair values. Restricted cash is recorded in “Deferred expenses and other assets, net” on the Company’s balance sheet. The fair value of the Company’s cash and cash equivalents and restricted cash are classified as Level 1 within the fair value hierarchy.
(3)As of June 30, 2022 and December 31, 2021, the fair value of the Company’s unsecured notes is classified as Level 1 in the fair value hierarchy. As of June 30, 2022 and December 31, 2021, the fair value of the Company’s 3.125% Senior Convertible Notes was $99.6 million and $527.5 million, respectively (refer to Note 10).

Note 17—Segment Reporting

The Company has determined that it has four reportable segments based on how management reviews and manages its business. These reportable segments include: Net Lease, Real Estate Finance, Operating Properties and Land and Development. The Net Lease segment (refer to Note 3 - Net Lease Sale and Discontinued Operations) includes the Company’s investments in SAFE and its Ground Lease adjacent businesses (refer to Note 8). The Real Estate Finance segment includes all of the Company’s activities related to senior and mezzanine real estate loans and real estate related securities. The Operating Properties segment includes the Company’s activities and operations related to its commercial and residential properties. The Land and Development segment includes the Company’s activities related to its developable land portfolio.

The Company evaluates performance-based on the following financial measures for each segment. The Company’s segment information is as follows ($ in thousands):

    

Net

    

Real Estate

    

Operating 

    

Land and 

    

Corporate/ 

    

Company  

 Lease

 Finance

Properties

Development

Other(1)

Total

Three Months Ended June 30, 2022

Operating lease income

$

$

$

3,082

$

100

$

$

3,182

Interest income

 

 

4,221

 

 

 

 

4,221

Interest income from sales-type leases

 

376

 

 

 

 

 

376

Other income

 

5,219

 

26

 

7,592

 

1,318

 

1,726

 

15,881

Land development revenue

 

 

 

 

24,403

 

 

24,403

Earnings (losses) from equity method investments

 

15,240

 

769

 

3,673

 

100

 

(389)

 

19,393

Income from sales of real estate

 

 

 

 

 

 

Total revenue and other earnings

 

20,835

 

5,016

 

14,347

 

25,921

 

1,337

 

67,456

Real estate expense

 

(461)

 

 

(8,261)

 

(4,294)

 

 

(13,016)

Land development cost of sales

 

 

 

 

(24,095)

 

 

(24,095)

Other expense

 

(521)

 

(40)

 

 

(238)

 

(724)

 

(1,523)

Allocated interest expense

 

(13,162)

 

(2,196)

 

(1,139)

 

(2,745)

 

(4,907)

 

(24,149)

Allocated general and administrative(2)

 

(3,838)

 

(1,226)

 

(625)

 

(2,114)

 

(4,941)

 

(12,744)

39

iStar Inc.

Notes to Consolidated Financial Statements (Continued)

(unaudited)

Table of Contents

Segment profit (loss)(3)

$

2,853

$

1,554

$

4,322

$

(7,565)

$

(9,235)

$

(8,071)

Other significant items:

 

  

 

  

 

  

 

  

 

  

 

  

Provision for loan losses

$

$

22,578

$

$

$

$

22,578

Provision for losses on net investment in leases

 

99

 

 

 

 

 

99

Impairment of assets

 

 

 

1,750

 

 

18

 

1,768

Depreciation and amortization

 

 

 

969

 

227

 

142

 

1,338

Capitalized expenditures

 

 

 

320

 

5,813

 

 

6,133

Three Months Ended June 30, 2021

 

  

 

  

 

  

 

  

 

  

 

  

Operating lease income

$

$

$

4,703

$

89

$

$

4,792

Interest income

 

299

 

7,785

 

 

 

 

8,084

Interest income from sales-type leases

 

157

 

 

 

 

 

157

Other income

 

3,529

 

52

 

3,953

 

1,315

 

54

 

8,903

Land development revenue

 

 

 

 

32,318

 

 

32,318

Earnings (losses) from equity method investments

 

9,703

 

755

 

(2,935)

 

1,474

 

2,101

 

11,098

Income from sales of real estate

 

 

 

96

 

 

 

96

Total revenue and other earnings

 

13,688

 

8,592

 

5,817

 

35,196

 

2,155

 

65,448

Real estate expense

 

(12)

 

 

(6,256)

 

(5,049)

 

 

(11,317)

Land development cost of sales

 

 

 

 

(30,803)

 

 

(30,803)

Other expense

 

 

(87)

 

 

 

(124)

 

(211)

Allocated interest expense

 

(14,566)

 

(3,828)

 

(2,030)

 

(3,864)

 

(4,353)

 

(28,641)

Allocated general and administrative(2)

 

(6,120)

 

(1,242)

 

(664)

 

(2,367)

 

(5,210)

 

(15,603)

Segment profit (loss) (3)

 

(7,010)

$

3,435

$

(3,133)

$

(6,887)

$

(7,532)

$

(21,127)

Other significant non-cash items:

 

  

 

  

 

  

 

  

 

  

 

  

Provision for (recovery of) loan losses

$

$

(2,158)

$

$

$

$

(2,158)

Provision for losses on net investment in leases

779

779

Depreciation and amortization

 

1

 

 

1,221

 

228

 

123

 

1,573

Capitalized expenditures

 

 

 

432

 

4,571

 

 

5,003

Six Months Ended June 30, 2022

Operating lease income

$

$

$

6,056

$

235

$

$

6,291

Interest income

 

75

 

9,094

 

 

 

 

9,169

Interest income from sales-type leases

 

732

 

 

 

 

 

732

Other income

 

9,680

 

37

 

10,255

 

2,635

 

1,914

 

24,521

Land development revenue

 

 

 

 

39,303

 

 

39,303

Earnings from equity method investments

 

33,038

 

1,783

 

3,718

 

3,665

 

2,221

 

44,425

Income from sales of real estate

 

492

 

 

 

 

 

492

Total revenue and other earnings

 

44,017

 

10,914

 

20,029

 

45,838

 

4,135

 

124,933

Real estate expense

 

(657)

 

 

(14,133)

 

(8,343)

 

 

(23,133)

Land development cost of sales

 

 

 

 

(38,591)

 

 

(38,591)

Other expense

 

(992)

 

(159)

 

 

(320)

 

(982)

 

(2,453)

Allocated interest expense

 

(29,377)

 

(5,336)

 

(2,480)

 

(6,988)

 

(9,211)

 

(53,392)

Allocated general and administrative(3)

 

(8,854)

 

(2,350)

 

(1,103)

 

(4,369)

 

(9,870)

 

(26,546)

Segment profit (loss)(4)

$

4,137

$

3,069

$

2,313

$

(12,773)

$

(15,928)

$

(19,182)

Other significant items:

 

  

 

  

 

  

 

  

 

  

 

  

Provision for loan losses

$

$

22,713

$

$

$

$

22,713

Provision for losses on net investment in leases

 

380

 

 

 

 

 

380

Impairment of assets

 

 

 

1,750

 

 

18

 

1,768

Depreciation and amortization

 

 

 

1,955

 

456

 

284

 

2,695

Capitalized expenditures

 

 

 

540

 

10,524

 

 

11,064

Six Months Ended June 30, 2021

 

 

 

 

 

 

Operating lease income

$

$

$

9,540

$

183

$

$

9,723

Interest income

 

317

 

17,557

 

 

 

 

17,874

Interest income from sales-type leases

 

157

 

 

 

 

 

157

Other income

 

7,007

 

151

 

6,291

 

2,704

 

5,764

 

21,917

Land development revenue

 

 

 

 

64,567

 

 

64,567

Earnings (losses) from equity method investments

 

21,115

 

1,220

 

(6,682)

 

4,619

 

2,594

 

22,866

Income from sales of real estate

 

 

 

708

 

 

 

708

Total revenue and other earnings

 

28,596

 

18,928

 

9,857

 

72,073

 

8,358

 

137,812

Real estate expense

 

(468)

 

 

(10,055)

 

(9,512)

 

 

(20,035)

Land development cost of sales

 

 

 

 

(60,126)

 

 

(60,126)

Other expense

 

 

(153)

 

 

 

(310)

 

(463)

Allocated interest expense

 

(28,891)

 

(8,406)

 

(4,073)

 

(7,802)

 

(8,278)

 

(57,450)

40

iStar Inc.

Notes to Consolidated Financial Statements (Continued)

(unaudited)

Table of Contents

Allocated general and administrative(3)

 

(12,057)

 

(2,701)

 

(1,324)

 

(4,795)

 

(10,657)

 

(31,534)

Segment profit (loss)(4)

$

(12,820)

$

7,668

$

(5,595)

$

(10,162)

$

(10,887)

$

(31,796)

Other significant items:

 

  

 

  

 

  

 

  

 

  

 

  

Recovery of loan losses

$

$

(5,800)

$

$

$

$

(5,800)

Provision for losses on net investment in leases

 

780

 

 

 

 

 

780

Impairment of assets

 

 

 

257

 

 

 

257

Depreciation and amortization

3,208

446

320

3,974

Capitalized expenditures

 

 

 

489

 

9,311

 

 

9,800

As of June 30, 2022

 

  

 

  

 

  

 

  

 

  

 

  

Real estate, net

$

$

$

90,231

$

$

$

90,231

Real estate available and held for sale

 

 

 

1,970

 

 

 

1,970

Total real estate

 

 

 

92,201

 

 

 

92,201

Real estate and other assets available and held for sale and classified as discontinued operations(1)

11,518

11,518

Net investment in leases

 

31,999

 

 

 

 

 

31,999

Land and development, net

 

 

 

 

259,718

 

 

259,718

Loans receivable and other lending investments, net

 

 

204,252

 

 

 

 

204,252

Loan receivable held for sale

 

 

 

 

 

 

Other investments

1,471,053

23,219

38,168

290

24,062

1,556,792

Total portfolio assets

1,514,570

227,471

130,369

260,008

24,062

 

2,156,480

Cash and other assets

 

1,454,140

Total assets

 

  

 

  

 

  

 

  

$

3,610,620

As of December 31, 2021

 

  

 

  

 

  

 

  

 

  

 

  

Real estate, net

$

$

$

92,150

$

$

$

92,150

Real estate available and held for sale

 

 

 

301

 

 

 

301

Total real estate

 

 

 

92,451

 

 

 

92,451

Real estate and other assets available and held for sale and classified as discontinued operations(1)

2,299,711

2,299,711

Net investment in leases

 

43,215

 

 

 

 

 

43,215

Land and development, net

 

 

 

 

286,810

 

 

286,810

Loans receivable and other lending investments, net

 

 

332,844

 

 

 

 

332,844

Loan receivable held for sale

43,215

43,215

Other investments

 

1,186,162

48,862

43,252

1,096

17,909

 

1,297,281

Total portfolio assets

$

3,572,303

$

381,706

$

135,703

$

287,906

$

17,909

 

4,395,527

Cash and other assets

 

 

  

 

  

 

  

 

  

445,007

Total assets

 

  

 

  

 

  

 

  

$

4,840,534

(1)Refer to Note 3 – Net Lease Sale and Discontinued Operations.
(2)Corporate/Other represents all corporate level and unallocated items including any intercompany eliminations necessary to reconcile to consolidated Company totals. This caption also includes the Company’s joint venture investments and strategic investments that are not included in the other reportable segments above.
(3)General and administrative excludes stock-based compensation of ($17.9) million and $14.8 million for the three months ended June 30, 2022 and 2021, respectively, and ($30.4) million and $20.3 million for the six months ended June 30, 2022 and 2021, respectively.
(4)The following is a reconciliation of segment profit to net income (loss) ($ in thousands):

    

For the Three Months Ended June 30, 

For the Six Months Ended June 30, 

    

2022

    

2021

    

2022

    

2021

Segment loss

$

(8,071)

$

(21,127)

$

(19,182)

$

(31,796)

Less: (Provision for) recovery of loan losses

 

(22,578)

 

2,158

 

(22,713)

 

5,800

Less: Provision for losses on net investment in leases

 

(99)

 

(779)

 

(380)

 

(780)

Less: Impairment of assets

 

(1,768)

 

 

(1,768)

 

(257)

Less: Stock-based compensation income (expense)

 

17,923

 

(14,791)

 

30,350

 

(20,299)

Less: Depreciation and amortization

 

(1,338)

 

(1,573)

 

(2,695)

 

(3,974)

Less: Income tax (expense) benefit

 

 

(619)

 

(3)

 

79

Less: Loss on early extinguishment of debt, net

 

(116,563)

 

 

(117,991)

 

Less: Net income from discontinued operations

25,315

797,688

47,800

Net income (loss)

$

(132,494)

$

(11,416)

$

663,306

$

(3,427)

41

iStar Inc.

Notes to Consolidated Financial Statements (Continued)

(unaudited)

Table of Contents

Note 18 – Subsequent Events

In July and August 2022, the Company completed a series of privately-negotiated exchange transactions with holders of approximately $47.9 million aggregate principal amount of the Company's 3.125% Convertible Notes due 2022 (refer to Note 10) in which the noteholders exchanged their convertible notes with the Company for an aggregate of approximately 2.0 million newly issued shares of the Company's common stock and aggregate cash payments of approximately $24.3 million. The convertible notes received by the Company were retired. The Company will recognize a net increase in shareholders’ equity of $24.2 million inclusive of a $6.1 million loss on extinguishment of debt in connection with these transactions.

In July 2022, the Company sold a Ground Lease to SAFE for $36.0 million.

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Table of Contents

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, iStar 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 Item 1A—"Risk Factors’’ in our 2021 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 iStar 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 2021 Annual Report. These historical financial statements may not be indicative of our future performance.

Executive Overview

Corporate Strategy. We continue to execute our stated corporate strategy which is to grow our Ground Lease and Ground Lease adjacent businesses and simplify our portfolio through sales of other assets. In March 2022, we, through certain subsidiaries of ours and entities managed by us, sold our portfolio of net lease assets for an aggregate gross sales price of $3.07 billion (the “Net Lease Sale”).  

The portfolio sold consisted of office, entertainment and industrial properties located in the United States comprising approximately 18.3 million square feet. It included assets wholly-owned by us and assets owned by two joint ventures managed by us and in which we owned 51.9% interests. At the time of the sale, the portfolio was encumbered by an aggregate of $702 million of mortgage indebtedness, including indebtedness of equity method investments, which was repaid with proceeds from the sale. After repayment of the mortgage indebtedness and prepayment penalties, repayment of our Senior Term Loan (refer to Note 10 to the consolidated financial statements), payments to terminate derivative contracts, payments to joint venture partners, and payments of promotes, transaction expenses and amounts due under employee incentive plans, we retained net cash proceeds of $1.2 billion from the transaction. Two net lease properties were not included in the sale but were sold to other third parties in the first quarter 2022. Our net lease assets associated with our Ground Lease businesses were not included in the sale.

In April 2022, we completed separate, privately-negotiated transactions with holders of $194 million aggregate principal amount of our 3.125% Convertible Notes (refer to Note 10 to the consolidated financial statements) in which the noteholders exchanged their convertible notes with us for 13.75 million newly issued shares of our common stock and aggregate cash payments of $14 million. The 3.125% Convertible Senior Notes received by us were retired. We recognized a net increase in shareholders’ equity of $180.6 million inclusive of a $118.1 million loss on extinguishment of debt in connection with these transactions. The exchanges will strengthen our balance sheet and allow us to save interest expense, preserve cash on hand, reduce our outstanding debt and mitigate volatility on the trading price of our common stock as we approach the maturity of the remaining outstanding 3.125% Convertible Notes in September 2022.

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Table of Contents

Portfolio Overview

As of June 30, 2022, based on our book value, our total investment portfolio has the following property/collateral type and geographic characteristics ($ in thousands):

Property/Collateral

    

Net 

    

Real Estate 

    

Operating 

    

Land & 

    

    

    

% of 

 

Types

Lease

Finance

Properties

Development

Corporate

Total

Total

 

Ground Leases

$

1,503,347

$

$

$

$

$

1,503,347

 

70.1

%

Land and Development

 

 

 

 

222,391

 

 

222,391

 

10.4

%

Multifamily

 

 

77,026

 

39,838

 

 

 

116,864

 

5.4

%

Hotel

 

 

46,498

 

62,881

 

 

 

109,379

 

5.1

%

Retail

 

 

62,062

 

12,620

 

8,340

 

 

83,022

 

3.9

%

Condominium

 

 

8,871

 

301

 

29,277

 

 

38,449

 

1.8

%

Office

9,761

9,761

 

0.5

%

Other Property Types

 

 

23,254

 

14,436

 

 

24,061

 

61,751

 

2.9

%

Total

$

1,503,347

$

227,472

$

130,076

$

260,008

$

24,061

$

2,144,964

 

100.0

%

Percentage of Total

70%

11%

6%

12%

1%

100%

    

Net 

    

Real Estate 

    

Operating 

    

Land & 

    

    

    

% of 

 

Geographic Region

Lease

Finance

Properties

Development

Corporate

Total

Total

 

Northeast

$

598,402

$

105,076

$

77,318

$

157,644

$

$

938,440

 

43.8

%

West

 

354,842

 

49,627

 

32,013

 

8,960

 

 

445,442

 

20.8

%

Mid-Atlantic

 

217,385

 

 

6,438

 

93,114

 

 

316,937

 

14.8

%

Southeast

 

156,524

 

29,913

 

 

290

 

 

186,727

 

8.7

%

Southwest

 

136,858

 

 

 

 

 

136,858

 

6.4

%

Central

 

39,336

 

8,871

 

14,307

 

 

 

62,514

 

2.9

%

Various

 

 

33,985

 

 

 

24,061

 

58,046

 

2.7

%

Total

$

1,503,347

$

227,472

$

130,076

$

260,008

$

24,061

$

2,144,964

 

100.0

%

Net Lease

Prior to the Net Lease Sale, our net lease business created stable cash flows through long-term net leases primarily to single tenants on our properties. We targeted mission-critical facilities leased on a long-term basis to tenants, offering structured solutions that combined our capabilities in underwriting, lease structuring, asset management and build-to-suit construction. Leases typically provide for expenses at the facility to be paid by the tenant on a triple net lease basis. Under a typical net lease agreement, the tenant agrees to pay a base monthly operating lease payment and most or all of the facility operating expenses (including taxes, utilities, maintenance and insurance).

After the Net Lease Sale, the net lease segment includes our Ground Lease investments made primarily through SAFE and our Ground Lease adjacent businesses.

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Table of Contents

As of June 30, 2022, our net lease portfolio consisted primarily of our equity method investments in SAFE and the Ground Lease Plus Fund. The table below provides certain statistics for our net lease portfolio.

Wholly-
Owned

SAFE

Ground Lease
Plus Fund

 

Ownership %

100.0

%

64.7

%

53.0

%

Book value (millions)(1)

$

32

$

1,406

$

65

% Leased

 

100.0

%

 

100.0

%

 

100.0

%

Weighted average lease term (years)(2)

 

98.7

 

91.2

 

104.8

Weighted average yield(3)

 

5.2

%

 

4.8

%

 

5.7

%

(1)Wholly-owned includes amounts recorded as net investment in leases (refer to Note 5 to the consolidated financial statements). SAFE includes its pro rata share of its unconsolidated equity method investments.
(2)Weighted average lease term is calculated using GAAP rent and the initial maturity and does not include extension options. SAFE includes its pro rata share of its unconsolidated equity method investments.
(3)Yield for SAFE is calculated over the trailing twelve months and excludes dilution gains (refer to Note 8 to the consolidated financial statements) and  management fees earned by us.

SAFE—SAFE is a publicly-traded company that originates and acquires Ground Leases in order to generate attractive long-term risk-adjusted returns from its investments. We believe its business has characteristics comparable to a high-grade fixed income investment business, but with certain unique advantages. Relative to alternative fixed income investments generally, SAFE’s Ground Leases typically benefit from built-in growth derived from contractual rent escalators that may compound over the duration of the lease. These rent escalators may be based on fixed increases, a CPI lookback or a combination thereof, and may also include a participation in the gross revenues of the property. SAFE also has the opportunity to realize value from its right to regain possession of the buildings and other improvements on its land upon expiration or earlier termination of the lease at no additional cost. We believe that these features offer us the opportunity through our ownership in SAFE to realize superior risk-adjusted total returns when compared to certain alternative highly-rated investments. As of June 30, 2022, we owned approximately 64.7% of SAFE’s common stock outstanding.

We account for our investment in SAFE as an equity method investment (refer to Note 8 to the consolidated financial statements). We act as SAFE’s external manager pursuant to a management agreement, and we have an exclusivity agreement with SAFE pursuant to which we agreed, subject to certain exceptions, that we will not acquire, originate, invest in, or provide financing for a third party’s acquisition of, a Ground Lease unless we have first offered that opportunity to SAFE and a majority of its independent directors has declined the opportunity.

Ground Lease Plus Fund—The Company formed and manages an investment fund that targets the origination and acquisition of Ground Leases for commercial real estate projects that are in a pre-development phase (the “Ground Lease Plus Fund”). We own a 53% noncontrolling interest in the Ground Lease Plus Fund. We do not have a controlling interest in the Ground Lease Plus Fund due to the substantive participating rights of our partner and account for this investment as an equity method investment. In addition, the Ground Lease Plus Fund has first look rights on qualifying pre-development projects through December 2023.

Real Estate Finance

Our real estate finance business targets sophisticated and innovative owner/operators of real estate and real estate related projects by providing one-stop capabilities that encompass financing alternatives ranging from full envelope senior loans to mezzanine and preferred equity capital positions. Our real estate finance portfolio consists of leasehold loans to Ground Lease tenants, including tenants of SAFE, senior mortgage loans that are secured by commercial and residential real estate assets where we are the first lien holder, subordinated mortgage loans that are secured by second lien or junior interests in commercial and residential real estate assets, and corporate/partnership loans, which represent mezzanine or subordinated loans to entities for which we do not have a lien on the underlying asset, but may have a pledge of underlying equity ownership of such assets. Our real estate finance portfolio includes Ground Leases, loans on stabilized and

45

Table of Contents

transitional properties and ground-up construction projects. In addition, we also own loans through equity method investments and have preferred equity investments and debt securities classified as other lending investments.

The tables below shows certain statistics for our real estate finance portfolio ($ in thousands):

    

June 30, 2022

 

    

    

    

    

    

    

Allowance for 

    

Gross 

Allowance 

Loan Losses as 

 

Number

Book

for Loan 

Net Book

% of 

a % of Gross 

 

    

of Loans

    

 Value

    

Losses

    

Value

    

Total

Book Value

Performing loans(1)

7

$

88,775

$

(1,310)

$

87,465

 

42.8%

1.5%

Non-performing loans

1

 

60,256

 

(708)

 

59,548

 

29.2%

1.2%

Other lending investments

2

 

58,254

 

(1,015)

 

57,239

 

28.0%

1.7%

Total

10

$

207,285

$

(3,033)

$

204,252

 

100.0%

1.5%

(1)As of June 30, 2022, our performing loans had a weighted average maturity of 5.5 years and, excluding one performing loan with a maturity of September 2057, had a weighted average maturity of 0.4 years.

    

December 31, 2021

 

    

    

    

    

    

    

Allowance for 

    

Gross 

Allowance 

Loan Losses as 

 

Number

Book

for Loan 

Net Book

% of 

a % of Gross 

 

of Loans

 Value

Losses

Value

Total

 

Book Value

Performing loans

8

$

153,043

$

(1,888)

$

151,155

 

45.4%

1.2%

Non-performing loans

1

 

59,640

 

(576)

 

59,064

 

17.7%

1.0%

Other lending investments

2

 

124,930

 

(2,305)

 

122,625

 

36.8%

1.8%

Total

11

$

337,613

$

(4,769)

$

332,844

 

100.0%

1.4%

Performing Loans—The table below summarizes our performing loans exclusive of allowances ($ in thousands):

    

June 30, 2022

    

December 31, 2021

 

Senior mortgages

$

75,889

$

139,968

Corporate/Partnership loans

 

 

618

Subordinate mortgages

 

12,886

 

12,457

Total

$

88,775

$

153,043

Weighted average LTV

 

57%

 

60%

Yield - year to date(1)

 

7.1%

 

8.4%

(1)Yields presented are for the six months ended June 30, 2022 and 2021 and represent the yields on performing loans and other lending investments.

Non-Performing Loans—We designate loans as non-performing at such time as: (1) interest payments become 90 days delinquent; (2) the loan has a maturity default; or (3) management determines it is probable that we will be unable to collect all amounts due according to the contractual terms of the loan. All non-performing loans are placed on non-accrual status and income is only recognized in certain cases upon actual cash receipt. As of June 30, 2022 and December 31, 2021, we had one non-performing loan with a carrying value of $59.5 million and $59.1 million, respectively. We expect that our level of non-performing loans will fluctuate from period to period.

Allowance for Loan Losses—The allowance for loan losses was $3.0 million as of June 30, 2022, or 1.5% of total loans and other lending investments, compared to $4.8 million, or 1.4%, as of December 31, 2021. We expect that our level of Expected Losses will fluctuate from period to period. Due to the volatility of the commercial real estate market, the process of estimating collateral values and Expected Losses requires the use of significant judgment. We currently believe there is adequate collateral and allowances to support the carrying values of the loans and other lending investments.

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Table of Contents

The allowance for loan losses includes an asset-specific component and a formula-based component. An asset-specific allowance is established for an impaired loan when the estimated fair value of the loan’s collateral less costs to sell is lower than the carrying value of the loan. As of June 30, 2022 and December 31, 2021, asset-specific allowances were $0.7 million and $0.6 million, respectively.

We estimate the formula-based component based on historical realized losses experienced within our portfolio and take into account current economic conditions affecting the commercial real estate market. In addition, we use third-party market data that includes forecasted economic trends, including unemployment rates.

The Expected Loss decreased to $2.3 million, or 1.6%, of performing loans and other lending investments as of June 30, 2022, compared to $4.2 million, or 1.5%, of performing loans and other lending investments as of December 31, 2021. The decrease was due primarily to the repayment of loans during the six months ended June 30, 2022.

Operating Properties

Our operating properties represent a pool of assets across a broad range of geographies and property types including hotel, multifamily, retail, condominium and entertainment/leisure properties. As of June 30, 2022, the book value of our operating property portfolio, including the carrying value of our equity method investments, totaled $129.9 million.

Land and Development

The following table presents a land and development portfolio rollforward for the six months ended June 30, 2022.

Land and Development Portfolio Rollforward

(in millions)

    

Asbury Ocean 

    

    

    

Club and 

Asbury Park 

Magnolia 

All 

Total

Waterfront

Green

Others

Segment

Beginning balance(1)

$

137.8

$

95.8

$

53.2

$

286.8

Asset sales(2)

 

(27.1)

 

(8.9)

 

(0.5)

 

(36.5)

Capital expenditures

 

3.4

 

7.3

 

 

10.7

Other

 

 

(1.2)

 

(0.1)

 

(1.3)

Ending balance(1)

$

114.1

$

93.0

$

52.6

$

259.7

(1)As of June 30, 2022, and December 31, 2021, Total Segment excludes $0.3 million and $1.1 million, respectively, of equity method investments.
(2)Represents gross book value of the assets sold, rather than proceeds received.

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Table of Contents

Results of Operations for the Three Months Ended June 30, 2022 compared to the Three Months Ended June 30, 2021

    

For the Three Months Ended

June 30, 

    

2022

    

2021

    

$ Change

(in thousands)

Operating lease income

$

3,182

$

4,792

$

(1,610)

Interest income

 

4,221

 

8,084

 

(3,863)

Interest income from sales-type leases

 

376

 

157

 

219

Other income

 

15,881

 

8,903

 

6,978

Land development revenue

 

24,403

 

32,318

 

(7,915)

Total revenue

 

48,063

 

54,254

 

(6,191)

Interest expense

 

24,149

 

28,641

 

(4,492)

Real estate expense

 

13,016

 

11,317

 

1,699

Land development cost of sales

 

24,095

 

30,803

 

(6,708)

Depreciation and amortization

 

1,338

 

1,573

 

(235)

General and administrative

 

(5,179)

 

30,394

 

(35,573)

Provision for (recovery of) loan losses

 

22,578

 

(2,158)

 

24,736

Provision for losses on net investment in leases

 

99

 

779

 

(680)

Impairment of assets

 

1,768

 

 

1,768

Other expense

 

1,523

 

211

 

1,312

Total costs and expenses

 

83,387

 

101,560

 

(18,173)

Income from sales of real estate

 

 

96

 

(96)

Loss on early extinguishment of debt, net

 

(116,563)

 

 

(116,563)

Earnings from equity method investments

 

19,393

 

11,098

 

8,295

Income tax expense

 

 

(619)

 

619

Net income from discontinued operations

 

25,315

(25,315)

Net loss

$

(132,494)

$

(11,416)

$

(121,078)

Revenue—Operating lease income, which primarily includes income from commercial operating properties, decreased to $3.2 million during the three months ended June 30, 2022 from $4.8 million for the same period in 2021. The decrease was primarily due to the sale of assets, partially offset by an increase in rent at certain of our properties.

Interest income decreased to $4.2 million during the three months ended June 30, 2022 from $8.1 million for the same period in 2021. The decrease was due primarily to a decrease in the average balance of our performing loans and other lending investments, which was $242 million for the three months ended June 30, 2022 and $371 million for the three months ended June 30, 2021. The weighted average yield on our performing loans and other lending investments was 7.0% and 8.4%, respectively, for the three months ended June 30, 2022 and 2021.

Interest income from sales-type leases increased to $0.4 million for the three months ended June 30, 2022 from $0.2 million for the same period in 2021. The increase resulted from the acquisition of a Ground Lease that was classified as a sales-type lease (refer to Note 5 to the consolidated financial statements).

Other income increased to $15.9 million during the three months ended June 30, 2022 from $8.9 million for the same period in 2021. Other income during the three months ended June 30, 2022 consisted primarily of income from our hotel properties, management fees and other ancillary income from our land and development projects and operating properties. Other income during the three months ended June 30, 2021 consisted primarily of a management fees, income from our hotel properties, other ancillary income from our land and development projects and loan portfolio and interest income on our cash.

Land development revenue and cost of sales—During the three months ended June 30, 2022, we sold land parcels and residential lots and units and recognized land development revenue of $24.4 million which had associated cost of sales of $24.1 million. During the three months ended June 30, 2021, we sold residential lots and units and recognized land development revenue of $32.3 million which had associated cost of sales of $30.8 million.

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Costs and expenses—Interest expense decreased to $24.1 million during the three months ended June 30, 2022 from $28.6 million for the same period in 2021. Our weighted average cost of debt was 5.0% for the three months ended June 30, 2022 compared to 4.4% for the three months ended June 30, 2021. The average balance of our outstanding debt was $1.92 billion for the three months ended June 30, 2022 and $2.58 billion for the same period in 2021.

Real estate expense increased to $13.0 million during the three months ended June 30, 2022 from $11.3 million for the same period in 2021. The increase was primarily due to an increase in expenses at certain of our hotel operating properties that have increased operations from the prior year, which was partially offset by asset sales.

Depreciation and amortization decreased to $1.3 million during the three months ended June 30, 2022 from $1.6 million for the same period in 2021.

General and administrative expense includes payroll and related costs, performance-based compensation, public company costs and occupancy costs. We recognized a net recovery of general and administrative expenses of ($5.2) million during the three months ended June 30, 2022 versus $30.4 million of expense for the same period in 2021. The decrease in 2022 was due primarily to a $35.5 million decrease in performance-based compensation. Our primary forms of performance-based compensation are our iPIP Plans and our annual bonus pool (refer to Note 14 to the consolidated financial statements for more information on the iPIP Plans). In addition, illustrative examples of our iPIP Plans may be found in our 2021 definitive proxy statement which is publicly available on the SEC’s website.

The provision for loan losses was $22.6 million for the three months ended June 30, 2022 as compared to a recovery of loan losses of $2.2 million for the same period in 2021. The provision for loan losses for the three months ended June 30, 2022 resulted primarily from a $25.0 million provision on our held-to-maturity security, which is now recorded at its expected repayment proceeds. The recovery of loan losses for the three months ended June 30, 2021 resulted from the reversal of Expected Loss allowances on loans that repaid in full in the second quarter 2021 and from an improving macroeconomic forecast on commercial real estate markets since March 31, 2021.

The provision for losses on net investment in leases for the three months ended June 30, 2022 resulted from the macroeconomic forecast on commercial real estate markets. The provision for losses on net investment in leases for the three months ended June 30, 2021 resulted from the acquisition of two Ground Leases in June 2021 (refer to Note 5 to the consolidated financial statements).

During the three months ended June 30, 2022, we recognized an impairment of $1.8 million on an operating property based on the expected cash flows to be received.

Other expense was $1.5 million during the three months ended June 30, 2022 and $0.2 million for the same period in 2021. The increase in other expenses for the three months ended June 30, 2022 was due primarily to legal costs.

Income from sales of real estate—During the three months ended June 30, 2021, we recorded $0.1 million of income from sales of real estate from the sale of residential condominiums.

Loss on early extinguishment of debt, net—During the three months ended June 30, 2022, we incurred losses on early extinguishment of debt of $116.6 million resulting from the redemption of our unsecured notes (refer to Note 10 to the consolidated financial statements).

Earnings from equity method investments—Earnings from equity method investments increased to $19.4 million during the three months ended June 30, 2022 from $11.1 million for the same period in 2021. During the three months ended June 30, 2022, we recognized $14.7 million of income from our equity method investment in SAFE, $4.3 million primarily from the settlement of our interest in a venture and $0.4 million of net aggregate income from our remaining equity method investments. During the three months ended June 30, 2021, we recognized $9.7 million of income from our equity method investment in SAFE and $1.4 million of net aggregate income from our remaining equity method investments.

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Income tax (expense) benefit—Income tax expense of $0.6 million was recorded for the three months ended June 30, 2021 and related primarily to a reduction in the amount of expected refund of alternative minimum taxes due us resulting from amended tax returns from prior periods net operating loss carrybacks.

Net income from discontinued operations—In March 2022, we closed on the sale of the majority of our net lease properties owned directly and through ventures. Our net lease assets were comprised of office, entertainment and industrial properties located in the United States. Our net lease assets associated with our Ground Lease businesses were not included in the sale. Net income from discontinued operations represents the operating results from the net lease assets that are not associated with our Ground Lease businesses (refer to Note 3 to the consolidated financial statements - Net Lease Sale and Discontinued Operations).

Results of Operations for the Six Months Ended June 30, 2022 compared to the Six Months Ended June 30, 2021

For the Six Months Ended June 30, 

    

2022

    

2021

    

$ Change

(in thousands)

Operating lease income

$

6,291

$

9,723

$

(3,432)

Interest income

 

9,169

 

17,874

 

(8,705)

Interest income from sales-type leases

 

732

 

157

 

575

Other income

 

24,521

 

21,917

 

2,604

Land development revenue

 

39,303

 

64,567

 

(25,264)

Total revenue

 

80,016

 

114,238

 

(34,222)

Interest expense

 

53,392

 

57,450

 

(4,058)

Real estate expense

 

23,133

 

20,035

 

3,098

Land development cost of sales

 

38,591

 

60,126

 

(21,535)

Depreciation and amortization

 

2,695

 

3,974

 

(1,279)

General and administrative

 

(3,804)

 

51,833

 

(55,637)

Provision for (recovery of) loan losses

 

22,713

 

(5,800)

 

28,513

Provision for losses on net investment in leases

 

380

 

780

 

(400)

Impairment of assets

 

1,768

 

257

 

1,511

Other expense

 

2,453

 

463

 

1,990

Total costs and expenses

 

141,321

 

189,118

 

(47,797)

Income from sales of real estate

 

492

 

708

 

(216)

Loss on early extinguishment of debt, net

 

(117,991)

 

 

(117,991)

Earnings from equity method investments

 

44,425

 

22,866

 

21,559

Income tax benefit (expense)

 

(3)

 

79

 

(82)

Net income from discontinued operations

 

797,688

 

47,800

 

749,888

Net income (loss)

$

663,306

$

(3,427)

$

666,733

Revenue—Operating lease income, which primarily includes income from commercial operating properties, decreased to $6.3 million during the six months ended June 30, 2022 from $9.7 million for the same period in 2021. The decrease was primarily due to the sale of assets, partially offset by an increase in rent at certain of our properties.

Interest income decreased to $9.2 million during the six months ended June 30, 2022 from $17.9 million for the same period in 2021. The decrease was due primarily to a decrease in the average balance of our performing loans and other lending investments, which was $259 million for the six months ended June 30, 2022 and $445 million for the six months ended June 30, 2021. The weighted average yield on our performing loans and other lending investments was 7.1% and 8.0%, respectively, for the six months ended June 30, 2022 and 2021.

Interest income from sales-type leases increased to $0.7 million for the six months ended June 30, 2022 from $0.2 million for the same period in 2021. The increase resulted from the acquisition of a Ground Lease that was classified as a sales-type lease (refer to Note 5 to the consolidated financial statements).

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Other income increased to $24.5 million during the six months ended June 30, 2022 from $21.9 million for the same period in 2021. Other income during the six months ended June 30, 2022 consisted primarily of management fees, income from our hotel properties and other ancillary income from our land and development projects and operating properties. Other income during the six months ended June 30, 2021 consisted primarily of a mark-to-market gain on an equity investment, management fees, other ancillary income from our operating properties, land and development projects and loan portfolio, income from our hotel properties, lease termination fees and interest income on our cash.

Land development revenue and cost of sales—During the six months ended June 30, 2022, we sold land parcels and residential lots and units and recognized land development revenue of $39.3 million which had associated cost of sales of $38.6 million. During the six months ended June 30, 2021, we sold residential lots and units and recognized land development revenue of $64.6 million which had associated cost of sales of $60.1 million.

Costs and expenses—Interest expense decreased to $53.4 million during the six months ended June 30, 2022 from $57.5 million for the same period in 2021. Our weighted average cost of debt was 4.9% for the six months ended June 30, 2022 compared to 4.4% for the six months ended June 30, 2021. The average balance of our outstanding debt was $2.20 billion for the six months ended June 30, 2022 and $2.60 billion for the same period in 2021.

Real estate expense increased to $23.1 million during the six months ended June 30, 2022 from $20.0 million for the same period in 2021. The increase was primarily due to an increase in expenses at certain of our hotel operating properties that have increased operations from the prior year, which was partially offset by asset sales.

Depreciation and amortization decreased to $2.7 million during the six months ended June 30, 2022 from $4.0 million for the same period in 2021.

General and administrative expense includes payroll and related costs, performance-based compensation, public company costs and occupancy costs. We recognized a net recovery of general and administrative expenses of ($3.9) million during the three months ended June 30, 2022 versus $51.8 million of expense for the same period in 2021. The decrease in 2022 was due primarily to a $54.7 million decrease in performance-based compensation. Our primary forms of performance-based compensation are our iPIP Plans and our annual bonus pool (refer to Note 14 to the consolidated financial statements for more information on the iPIP Plans). In addition, illustrative examples of our iPIP Plans may be found in our 2021 definitive proxy statement which is publicly available on the SEC’s website.

The provision for loan losses was $22.7 million for the six months ended June 30, 2022 as compared to a recovery of loan losses of $5.8 million for the same period in 2021. The provision for loan losses for the six months ended June 30, 2022 resulted primarily from a $25.0 million provision on our held-to-maturity security, which is now recorded at its expected repayment proceeds. The recovery of loan losses for the six months ended June 30, 2021 resulted from the reversal of Expected Loss allowances on loans that repaid in full during the period and from an improving macroeconomic forecast on commercial real estate markets since December 31, 2020.

The provision for losses on net investment in leases for the six months ended June 30, 2022 resulted from the macroeconomic forecast on commercial real estate markets. The provision for losses on net investment in leases for the three months ended June 30, 2021 resulted from the acquisition of two Ground Leases in June 2021 (refer to Note 5 to the consolidated financial statements).

During the six months ended June 30, 2022, we recognized an impairment of $1.8 million on an operating property based on the expected cash flows to be received. During the six months ended June 30, 2021, we recorded an aggregate impairment of $0.3 million in connection with the sale of residential condominiums.

Other expense was $2.5 million during the six months ended June 30, 2022 and $0.5 million for the same period in 2021. The increase in other expenses for the six months ended June 30, 2022 was due primarily to legal costs.

Income from sales of real estate—During the six months ended June 30, 2022, we recorded $0.5 million of income from sales of real estate primarily from the sale of Ground Leases. During the six months ended June 30, 2021, we recorded $0.7 million of income from sales of real estate from the sale of residential condominiums.

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Loss on early extinguishment of debt, net—During the six months ended June 30, 2022, we incurred losses on early extinguishment of debt of $118.0 million resulting from the redemption of our unsecured notes (refer to Note 3 and Note 10 to the consolidated financial statements) and the repayment of our senior term loan in connection with our Net Lease Sale.

Earnings from equity method investments—Earnings from equity method investments increased to $44.4 million during the six months ended June 30, 2022 from $22.9 million for the same period in 2021. During the six months ended June 30, 2022, we recognized $31.7 million of income from our equity method investment in SAFE, $5.0 million primarily from the settlement of our interest in a venture and $7.7 million of net aggregate income from our remaining equity method investments. During the six months ended June 30, 2021, we recognized $21.1 million of income from our equity method investment in SAFE and $1.8 million of net aggregate income from our remaining equity method investments.

Income tax (expense) benefit—Income tax benefit of $0.1 million was recorded for the six months ended June 30, 2021 and related primarily to refunds due us for alternative minimum taxes paid in prior periods.

Net income from discontinued operations—In March 2022, we closed on the sale of the majority of our net lease properties owned directly and through ventures. Our net lease assets were comprised of office, entertainment and industrial properties located in the United States. Our net lease assets associated with our Ground Lease businesses were not included in the sale. Net income from discontinued operations represents the operating results from the net lease assets that are not associated with our Ground Lease businesses (refer to Note 3 to the consolidated financial statements - Net Lease Sale and Discontinued Operations).

Adjusted Earnings

In 2019, we announced a new business strategy that would focus our management personnel and our investment resources primarily on scaling our Ground Lease platform. As part of this strategy, we accelerated the monetization of legacy assets and deployed a substantial portion of the proceeds into additional investments in SAFE and new loan and net lease originations relating to the Ground Lease business. Adjusted earnings is a non-GAAP metric management uses to assess our execution of this strategy and the performance of our operations.

Adjusted earnings is used internally as a supplemental performance measure adjusting for certain items to give management a view of income more directly derived from operating activities in the period in which they occur. Adjusted earnings is calculated as net income (loss) allocable to common shareholders, prior to the effect of depreciation and amortization, including our proportionate share of depreciation and amortization from equity method investments and excluding depreciation and amortization allocable to noncontrolling interests, stock-based compensation expense, the non-cash portion of loss on early extinguishment of debt and the liquidation preference recorded as a premium above book value on the redemption of preferred stock (“Adjusted Earnings”).

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Adjusted Earnings should be examined in conjunction with net income (loss) as shown in our consolidated statements of operations. Adjusted Earnings should not be considered as an alternative to net income (loss) (determined in accordance with generally accepted accounting principles in the United States of America (“GAAP”)), or to cash flows from operating activities (determined in accordance with GAAP), as a measure of our liquidity, nor is Adjusted Earnings indicative of funds available to fund our cash needs or available for distribution to shareholders. Rather, Adjusted Earnings is an additional measure we use to analyze our business performance because it excludes the effects of certain non-cash charges that we believe are not necessarily indicative of our operating performance. It should be noted that our manner of calculating Adjusted Earnings may differ from the calculations of similarly-titled measures by other companies.

    

For the Three Months Ended June 30, 

For the Six Months Ended June 30, 

    

2022

    

2021

2022

    

2021

(in thousands)

Adjusted Earnings

  

 

  

  

 

  

Net income (loss) allocable to common shareholders

$

(138,485)

$

(19,543)

$

472,370

$

(19,948)

Add: Depreciation and amortization

 

3,900

 

16,712

 

7,901

 

34,341

Add: Stock-based compensation

 

(17,923)

 

14,791

 

(30,350)

 

20,299

Add: Non-cash portion of loss on early extinguishment of debt

 

118,303

 

 

123,413

 

Adjusted earnings (loss) allocable to common shareholders

$

(34,205)

$

11,960

$

573,334

$

34,692

Liquidity and Capital Resources

As of June 30, 2022, we had unrestricted cash of $1.4 billion and $350.0 million of borrowing capacity available under the Revolving Credit Facility. Our primary cash uses over the next 12 months are expected to be funding of investments in our Ground Lease and Ground Lease adjacent businesses, repayment of debt obligations (refer to Note 10 to the consolidated financial statements), capital expenditures on legacy assets, distributions to shareholders through dividends and share repurchases and funding ongoing business operations, including operating lease payments (refer to Note 11 to the consolidated financial statements). The amount we actually invest will depend on the closing of asset sales, the continuing impact of the COVID-19 pandemic, inflation, interest rate increases, market volatility and other macroeconomic factors on our business. 

In April 2022, we completed separate, privately-negotiated transactions with holders of $194 million aggregate principal amount of our 3.125% convertible notes (refer to Note 10 to the consolidated financial statements) in which the noteholders exchanged their convertible notes with us for 13.75 million newly issued shares of our common stock and aggregate cash payments of $14 million. Our remaining $94 million aggregate principal amount of our 3.125% convertible notes mature in September 2022, and we must repay them in a combination of cash and shares of our common stock. We also had approximately $161.1 million of maximum unfunded commitments associated with our investments as of June 30, 2022, of which we expect to fund the majority of over the next two years, assuming borrowers and tenants meet all milestones, performance hurdles and all other conditions to fundings (see “Unfunded Commitments” below). We also have approximately $108.3 million principal amount of scheduled real estate finance maturities over the next 12 months, exclusive of any extension options that can be exercised by our borrowers.

We expect that we will be able to meet our liquidity requirements over the next 12 months and for the reasonably foreseeable future. Our capital sources to meet such cash requirements are expected to include cash on hand, Revolving Credit Facility borrowings, income from our portfolio, loan repayments from borrowers and proceeds from asset sales. We cannot predict with certainty the specific transactions we will undertake to generate sufficient liquidity to meet our obligations as they come due. We will adjust our plans as appropriate in response to changes in our expectations and changes in market conditions.

We also have amounts due under our liability-classified and equity-classified iPIP Plans. We currently estimate the total amount due under our iPIP Plans to be $133 million, assuming SAFE is valued at a price of $35.37 per share and our other assets perform with current underwriting expectations. Of this amount, $60 million has been accrued in our financial

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statements (refer to Note 14 to the consolidated financial statements). Distributions on our iPIP Plans are expected to be 50% in cash and 50% in shares of our common stock; provided, however, that (a) the cash portion will be increased if we do not have sufficient shares available under shareholder approved equity plans; and (b) if the principal remaining material asset in a plan is unsold SAFE shares, we may elect to distribute SAFE shares in lieu of cash and our common stock. Additional information on our iPIP Plans can be found in our 2021 Annual Report and our 2021 Proxy Statement, both of which are available on our website.

The following table outlines our cash flows provided by operating activities, cash flows used in investing activities and cash flows provided by financing activities for the six months ended June 30, 2022 and 2021 ($ in thousands):

    

For the Six Months Ended June 30, 

2022

    

2021

Cash flows provided by (used in) operating activities

$

27,381

$

(44,962)

Cash flows provided by investing activities

2,625,122

183,978

Cash flows used in financing activities

(1,640,612)

(81,101)

The increase in cash flows provided by operating activities during 2022 was due primarily to an increase in distributions of earnings from other investments in 2022, which was partially offset by iPIP Plan payments and a decrease in the amount of deferred interest on loans collected in 2022 versus 2021. The increases in cash flows provided by investing activities and cash flows used in financing activities during 2022 was due primarily to the Net Lease Sale (refer to Note 3 to the consolidated financial statements).

Debt Covenants—Our outstanding unsecured debt securities contain corporate level covenants that include a covenant to maintain a ratio of unencumbered assets to unsecured indebtedness, as such terms are defined in the indentures governing the debt securities, of at least 1.3x and a covenant restricting certain incurrences of debt based on a fixed charge coverage ratio. If any of our covenants are breached and not cured within applicable cure periods, the breach could result in acceleration of our debt securities unless a waiver or modification is agreed upon with the requisite percentage of the bondholders.

The Revolving Credit Facility contains certain covenants, including covenants relating to collateral coverage, restrictions on fundamental changes, transactions with affiliates, matters relating to the liens granted to the lenders and the delivery of information to the lenders. The Revolving Credit Facility is secured by a borrowing base of assets and requires us to maintain both borrowing base asset value of at least 1.5x outstanding borrowings on the facility and a consolidated ratio of cash flow to fixed charges of at least 1.5x. The Revolving Credit Facility does not require that proceeds from the borrowing base be used to pay down outstanding borrowings provided the borrowing base asset value remains at least 1.5x outstanding borrowings on the facility. To satisfy this covenant, we have the option to pay down outstanding borrowings or substitute assets in the borrowing base. Under the Revolving Credit Facility we are permitted to pay dividends provided that no material default (as defined in the relevant agreement) has occurred and is continuing or would result therefrom and we remain in compliance with our financial covenants after giving effect to the dividend. We declared common stock dividends of $19.2 million, or $0.25 per share, for the six months ended June 30, 2022.

Derivatives—Our use of derivative financial instruments, if necessary, has primarily been limited to the utilization of interest rate swaps, interest rate caps or other instruments to manage interest rate risk exposure and foreign exchange contracts to manage our risk to changes in foreign currencies. Refer to Note 12 to the consolidated financial statements.

Unfunded Commitments—We generally fund construction and development loans and build-outs of space in real estate assets over a period of time if and when the borrowers and tenants meet established milestones and other performance criteria. We refer to these arrangements as Performance-Based Commitments. In addition, we have

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committed to invest capital in several real estate funds and other ventures. These arrangements are referred to as Strategic Investments.

As of June 30, 2022, the maximum amount of fundings we may be obligated to make under each category, assuming all performance hurdles and milestones are met under the Performance-Based Commitments and assuming that 100% of our capital committed to Strategic Investments is drawn down, are as follows (in thousands):

Loans and Other  

    

    

    

Lending

Other

    

Investments

    

Real Estate

    

Investments

    

Total

Performance-Based Commitments

$

1,877

$

4,271

$

149,502

$

155,650

Strategic Investments

 

 

3,161

 

2,249

 

5,410

Total

$

1,877

$

7,432

$

151,751

$

161,060

Stock Repurchase Program—We may repurchase shares in negotiated transactions or open market transactions, including through one or more trading plans. During the six months ended June 30, 2021, we repurchased 1.8 million shares of our outstanding common stock for $32.4 million, for an average cost of $17.57 per share. We are generally authorized to repurchase up to $50.0 million in shares of our common stock and in February 2022, our board of directors authorized an increase to the stock repurchase program to $50.0 million. As of June 30, 2022, we had remaining authorization to repurchase up to $50.0 million of common stock under our stock repurchase program.

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 2021 Annual Report.

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Item 3.   Quantitative and Qualitative Disclosures about Market Risk

Market Risks

Market risk is the exposure to loss resulting from changes in interest rates, foreign currency exchange rates, commodity prices and equity prices. In pursuing our business plan, the primary market risk to which we are exposed is interest rate risk. Our operating results will depend in part on the difference between the interest and related income earned on our assets and the interest expense incurred in connection with our interest-bearing liabilities. Changes in the general level of interest rates prevailing in the financial markets will affect the spread between our floating rate assets and liabilities subject to the net amount of floating rate assets/liabilities and the impact of interest rate floors and caps. Any significant compression of the spreads between interest-earning assets and interest-bearing liabilities could have a material adverse effect on us.

In the event of a significant rising interest rate environment or economic downturn, defaults could increase and cause us to incur additional credit losses which would adversely affect our liquidity and operating results. Such delinquencies or defaults would likely have a material adverse effect on the spreads between interest-earning assets and interest-bearing liabilities. In addition, an increase in interest rates could, among other things, reduce the value of our fixed-rate interest-bearing assets and our ability to realize gains from the sale of such assets.

Interest rates are highly sensitive to many factors, including governmental monetary and tax policies, domestic and international economic and political conditions, and other factors beyond our control. We monitor the spreads between our interest-earning assets and interest-bearing liabilities and may implement hedging strategies to limit the effects of changes in interest rates on our operations, including engaging in interest rate swaps, interest rate caps and other interest rate-related derivative contracts. Such strategies are designed to reduce our exposure, on specific transactions or on a portfolio basis, to changes in cash flows as a result of interest rate movements in the market. We do not enter into derivative contracts for speculative purposes or as a hedge against changes in our credit risk or the credit risk of our borrowers.

While a REIT may utilize derivative instruments to hedge interest rate risk on its liabilities incurred to acquire or carry real estate assets without generating non-qualifying income, use of derivatives for other purposes will generate non-qualified income for REIT income test purposes. This includes hedging asset related risks such as credit and interest rate exposure on our loan assets. As a result, our ability to hedge these types of risks is limited. There can be no assurance that our profitability will not be materially adversely affected during any period as a result of changing interest rates.

The following table quantifies the potential changes in annual net income, assuming no change in our interest earning assets or interest bearing liabilities, should interest rates decrease or increase by 10, 50 or 100 basis points, assuming no change in the shape of the yield curve (i.e., relative interest rates). The base interest rate scenario assumes the one-month LIBOR rate of 1.79% as of June 30, 2022. Actual results could differ significantly from those estimated in the table.

Estimated Change In Net Income

($ in thousands)

Change in Interest Rates

    

Net Income(1)

-100 Basis Points

$

(13,058)

-50 Basis Points

 

(6,529)

-10 Basis Points

(1,306)

Base Interest Rate

 

+10 Basis Points

 

1,306

+50 Basis Points

 

6,628

+100 Basis Points

 

13,523

(1)As of June 30, 2022, we have an overall net variable-rate asset position. In addition, as of June 30, 2022, $73.1 million of our floating rate loans have a weighted average interest rate floor of 2.2%.

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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 Chief Financial Officeras 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 Chief Financial 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 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 that evaluation, the Chief Executive Officer and Chief Financial 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 Financial Officer, as appropriate, to allow timely decisions regarding disclosure.

There have been no changes in the Company’s internal control over financial reporting during the period covered by this quarterly report 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

The Company and/or one or more of its subsidiaries is party to various pending litigation matters that are considered ordinary routine litigation incidental to the Company’s business as a finance and investment company focused on the commercial real estate industry, including foreclosure-related proceedings. The Company believes it is not a party to, nor are any of its properties the subject of, any pending legal proceeding that would have a material adverse effect on the Company’s consolidated financial statements.

Item 1A.   Risk Factors

There were no material changes from the risk factors previously disclosed in our 2021 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 June 30, 2022. As of June 30, 2022, we had remaining authorization to repurchase up to $50.0 million of common stock under our stock repurchase program.

Item 3.   Defaults Upon Senior Securities

None.

Item 4.   Mine Safety Disclosures

Not applicable.

Item 5.   Other Information

In July and August 2022, the Company completed a series of privately-negotiated exchange transactions with holders of approximately $47.9 million aggregate principal amount of the Company's 3.125% Convertible Notes due 2022 in which the noteholders exchanged their convertible notes with the Company for an aggregate of approximately 2.0 million newly issued shares of the Company's common stock and aggregate cash payments of approximately $24.3 million.

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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 June 30, 2022 is formatted in Inline XBRL (“eXtensible Business Reporting Language”): (i) the Consolidated Balance Sheets (unaudited) as of June 30, 2022 and December 31, 2021, (ii) the Consolidated Statements of Operations (unaudited) for the three and six months ended June 30, 2022 and 2021, (iii) the Consolidated Statements of Comprehensive Income (Loss) (unaudited) for the three and six months ended June 30, 2022 and 2021, (iv) the Consolidated Statements of Changes in Equity (unaudited) for the three and six months ended June 30, 2022 and 2021, (v) the Consolidated Statements of Cash Flows (unaudited) for six months ended June 30, 2022 and 2021 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 XBRL 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 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.

iStar Inc.
Registrant

Date:

August 4, 2022

/s/ JAY SUGARMAN

Jay Sugarman

Chairman of the Board of Directors and Chief

Executive Officer (principal executive officer)

iStar Inc.
Registrant

Date:

August 4, 2022

/s/ BRETT ASNAS

Brett Asnas

Chief Financial Officer

(principal financial officer)

RETT

iStar Inc.
Registrant

Date:

August 4, 2022

/s/ GARETT ROSENBLUM

Garett Rosenblum

Chief Accounting Officer

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