Net Investment in Sales-type Leases and Ground Lease Receivables | Note 4—Net Investment in Sales-type Leases and Ground Lease Receivables The Company classifies certain of its Ground Leases as sales-type leases and records the leases within “Net investment in sales-type leases” on the Company’s consolidated balance sheets and records interest income in “Interest income from sales-type leases” in the Company’s consolidated statements of operations. In addition, the Company may enter into transactions whereby it acquires land and enters into Ground Leases directly with the seller. These Ground Leases qualify as sales-type leases and, as such, do not qualify for sale leaseback accounting and are accounted for as financing receivables in accordance with ASC 310 - Receivables and are included in “Ground Lease receivables” on the Company’s consolidated balance sheets. The Company records interest income from Ground Lease receivables in “Interest income from sales-type leases” in the Company’s consolidated statements of operations. In May 2023, the Company entered into a joint venture with a sovereign wealth fund, which is also an existing shareholder, focused on new acquisitions for certain Ground Lease investments. The Company committed approximately $275 million for a 55% controlling interest in the joint venture and the sovereign wealth fund committed approximately $225 million for a 45% noncontrolling interest in the joint venture. Each party’s commitment is discretionary. The joint venture is a voting interest entity and the Company consolidates the joint venture in its financial statements due to its controlling interest. The Company’s joint venture partners’ interest is recorded in “Noncontrolling interests” on the Company’s consolidated balance sheets. The Company receives a management fee, measured on an asset-by-asset basis, equal to 25 basis points on invested equity for such asset for the first five years following its acquisition, and 15 basis points on invested equity thereafter. The Company will also receive a promote of 15% over a 9% internal rate of return, subject to a 1.275x multiple on invested capital. The venture has first look rights on qualifying investments for 18 months. Since formation, the joint venture acquired eight Ground Leases for an aggregate purchase price of $146.7 million, of which $88.9 million has been funded as of June 30, 2024. In January 2024, the Company acquired a Ground Lease from the Ground Lease Plus Fund for $38.3 million, excluding $36.5 million funded by the Company pursuant to a leasehold improvement allowance (refer to Note 14). The Company’s net investment in sales-type leases were comprised of the following ($ in thousands): June 30, 2024 December 31, 2023 Total undiscounted cash flows (1) $ 32,029,582 $ 30,586,189 Unguaranteed estimated residual value (1) 2,993,536 2,946,928 Present value discount (31,641,589) (30,277,457) Allowance for credit losses (1,522) (465) Net investment in sales-type leases (2) $ 3,380,007 $ 3,255,195 (1) As of June 30, 2024, total discounted cash flows were approximately $3,350 million and the discounted unguaranteed estimated residual value was $31.2 million. As of December 31, 2023, total discounted cash flows were approximately $3,225 million and the discounted unguaranteed estimated residual value was $30.4 million. (2) As of June 30, 2024 and December 31, 2023, $16.5 million and $16.4 million, respectively, was attributable to noncontrolling interests. The following table presents a rollforward of the Company’s net investment in sales-type leases and Ground Lease receivables for the six months ended June 30, 2024 and 2023 ($ in thousands): Net Investment in Ground Lease Sales-type Leases Receivables Total Six Months Ended June 30, 2024 Beginning balance $ 3,255,195 $ 1,622,298 $ 4,877,493 Origination/acquisition/fundings (1) 95,916 110,206 206,122 Accretion 29,953 14,467 44,420 (Provision for) recovery of credit losses (1,057) (404) (1,461) Ending balance (2) $ 3,380,007 $ 1,746,567 $ 5,126,574 Net Investment in Ground Lease Sales-type Leases Receivables Total Six Months Ended June 30, 2023 Beginning balance $ 3,106,599 $ 1,374,716 $ 4,481,315 Impact from adoption of new accounting standard (351) (199) (550) Origination/acquisition/fundings (1) 33,122 97,948 131,070 Accretion 28,579 12,505 41,084 (Provision for) recovery of credit losses 15 (22) (7) Ending balance (2) $ 3,167,964 $ 1,484,948 $ 4,652,912 (1) The net investment in sales-type leases is initially measured at the present value of the fixed and determinable lease payments, including any guaranteed or unguaranteed estimated residual value of the asset at the end of the lease, discounted at the rate implicit in the lease. For newly originated or acquired Ground Leases, the Company’s estimate of residual value equals the fair value of the land at lease commencement. (2) As of June 30, 2024 and December 31, 2023, all of the Company’s net investment in sales-type leases and Ground Lease receivables were current in their payment status. As of June 30, 2024, the Company’s weighted average accrual rate for its net investment in sales-type leases and Ground Lease receivables was 5.3% and 5.5% , respectively. As of June 30, 2024, the weighted average remaining life of the Company’s 39 Ground Lease receivables was 97.7 years. Allowance for Credit Losses Net investment in sales-type leases Stabilized Development Unfunded Three Months Ended June 30, 2024 Properties Properties Commitments Total Allowance for credit losses at beginning of period $ 712 $ 195 $ 11 $ 918 Provision for (recovery of) credit losses (1) 719 (104) (10) 605 Allowance for credit losses at end of period (2) $ 1,431 $ 91 $ 1 $ 1,523 Three Months Ended June 30, 2023 Allowance for credit losses at beginning of period $ 255 $ 70 $ 1 $ 326 Provision for (recovery of) credit losses (1) 4 7 — 11 Allowance for credit losses at end of period (2) $ 259 $ 77 $ 1 $ 337 Six Months Ended June 30, 2024 Allowance for credit losses at beginning of period $ 387 $ 78 $ — $ 465 Provision for (recovery of) credit losses (1) 1,044 13 1 1,058 Allowance for credit losses at end of period (2) $ 1,431 $ 91 $ 1 $ 1,523 Six Months Ended June 30, 2023 Allowance for credit losses at beginning of period $ — $ — $ — $ — Impact from adoption of new accounting standard (3) 280 71 6 357 Provision for (recovery of) credit losses (1) (21) 6 (5) (20) Allowance for credit losses at end of period (2) $ 259 $ 77 $ 1 $ 337 (1) During the three and six months ended June 30, 2024, the Company recorded a provision for credit losses on net investment in sales-type leases of $0.6 million and $1.1 million, respectively. The provision for credit losses was due primarily to current market conditions, including an increase in the Ground Lease cost to value ratio on the Company’s portfolio of Ground Leases since March 31, 2024 and December 31, 2023. During the three and six months ended June 30, 2023, the Company recorded a provision for (recovery of) credit losses on net investment in sales-type leases of $11 thousand and ($20) thousand, respectively. The provision for credit losses for the three months ended June 30, 2023 was due primarily to a declining macroeconomic forecast since March 31, 2023. The recovery of credit losses for the six months ended June 30, 2023 was due primarily to an improving macroeconomic forecast since December 31, 2022. (2) Allowance for credit losses on unfunded commitments is recorded in “Accounts payable and accrued expenses” on the Company’s consolidated balance sheets. (3) On January 1, 2023, the Company recorded an allowance for credit losses on net investment in sales-type leases of $0.4 million upon the adoption of ASU 2016-13, of which an aggregate of $6 thousand related to expected credit losses for unfunded commitments and was recorded in "Accounts payable, accrued expenses and other liabilities." Changes in the Company’s allowance for credit losses on Ground Lease receivables for the three and six months ended June 30, 2024 and 2023 were as follows ($ in thousands): Ground Lease receivables Stabilized Development Unfunded Three Months Ended June 30, 2024 Properties Properties Commitments Total Allowance for credit losses at beginning of period $ 234 $ 458 $ 38 $ 730 Provision for (recovery of) credit losses (1) 237 (156) (25) 56 Allowance for credit losses at end of period (2) $ 471 $ 302 $ 13 $ 786 Three Months Ended June 30, 2023 Allowance for credit losses at beginning of period $ 93 $ 102 $ 63 $ 258 Provision for (recovery of) credit losses (1) 1 25 (3) 23 Allowance for credit losses at end of period (2) $ 94 $ 127 $ 60 $ 281 Six Months Ended June 30, 2024 Allowance for credit losses at beginning of period $ 123 $ 246 $ 37 $ 406 Provision for (recovery of) credit losses (1) 348 56 (24) 380 Allowance for credit losses at end of period (2) $ 471 $ 302 $ 13 $ 786 Six Months Ended June 30, 2023 Allowance for credit losses at beginning of period $ — $ — $ — $ — Impact from adoption of new accounting standard (3) 102 97 84 283 Provision for (recovery of) credit losses (1) (8) 30 (24) (2) Allowance for credit losses at end of period (2) $ 94 $ 127 $ 60 $ 281 (1) During the three and six months ended June 30, 2024, the Company recorded a provision for credit losses on Ground Lease receivables of $0.1 million and $0.4 million, respectively. The provision for credit losses was due primarily to current market conditions, including an increase in the Ground Lease cost to value ratio on the Company’s portfolio of Ground Leases since March 31, 2024 and December 31, 2023. During the three and six months ended June 30, 2023, the Company recorded a provision for (recovery of) credit losses on Ground Lease receivables of $23 thousand and ($2) thousand, respectively. The provision for credit losses for the three months ended June 30, 2023 was due primarily to a declining macroeconomic forecast since March 31, 2023. The recovery of credit losses for the six months ended June 30, 2023 was due primarily to an improving macroeconomic forecast since December 31, 2022. (2) Allowance for credit losses on unfunded commitments is recorded in “Accounts payable and accrued expenses” on the Company’s consolidated balance sheets. (3) On January 1, 2023, the Company recorded an allowance for credit losses on Ground Lease receivables of $0.3 million upon the adoption of ASU 2016-13, of which an aggregate of $0.1 million related to expected credit losses for unfunded commitments and was recorded in "Accounts payable, accrued expenses and other liabilities." The Company’s amortized cost basis in net investment in sales-type leases and Ground Lease receivables, presented by year of origination and by stabilized or development status, was as follows as of June 30, 2024 ($ in thousands): Year of Origination 2024 2023 2022 2021 2020 Prior to 2020 Total Net investment in sales-type leases Stabilized properties $ 11,057 $ 49,785 $ 648,018 $ 1,087,078 $ 212,419 $ 1,079,701 $ 3,088,058 Development properties 85,403 21,845 38,137 120,296 — 27,790 293,471 Total $ 96,460 $ 71,630 $ 686,155 $ 1,207,374 $ 212,419 $ 1,107,491 $ 3,381,529 Year of Origination 2024 2023 2022 2021 2020 Prior to 2020 Total Ground Lease receivables Stabilized properties $ — $ 19,314 $ 154,443 $ 198,975 $ 182,397 $ 454,512 $ 1,009,641 Development properties 47,659 5,472 606,672 77,896 — — 737,699 Total $ 47,659 $ 24,786 $ 761,115 $ 276,871 $ 182,397 $ 454,512 $ 1,747,340 The Company’s amortized cost basis in net investment in sales-type leases and Ground Lease receivables, presented by year of origination and by stabilized or development status, was as follows as of December 31, 2023 ($ in thousands): Year of Origination 2023 2022 2021 2020 2019 Prior to 2019 Total Net investment in sales-type leases Stabilized properties $ 49,266 $ 642,340 $ 1,077,813 $ 210,481 $ 1,069,583 $ — $ 3,049,483 Development properties 21,634 37,793 119,191 — 27,559 — 206,177 Total $ 70,900 $ 680,133 $ 1,197,004 $ 210,481 $ 1,097,142 $ — $ 3,255,660 Year of Origination 2023 2022 2021 2020 2019 Prior to 2019 Total Ground Lease receivables Stabilized properties $ 19,106 $ 152,966 $ 171,664 $ 180,739 $ 450,123 $ — $ 974,598 Development properties 139 545,509 102,421 — — — 648,069 Total $ 19,245 $ 698,475 $ 274,085 $ 180,739 $ 450,123 $ — $ 1,622,667 Future Minimum Lease Payments under Sales-type Leases Fixed Bumps Fixed Bumps with with Inflation Fixed Percentage Adjustments Bumps Rent Total 2024 (remaining six months) $ 60,660 $ 1,974 $ 293 $ 62,927 2025 109,805 4,001 586 114,392 2026 111,909 4,067 586 116,562 2027 113,944 4,135 586 118,665 2028 115,980 4,294 637 120,911 Thereafter 30,234,155 1,162,938 99,032 31,496,125 Total undiscounted cash flows $ 30,746,453 $ 1,181,409 $ 101,720 $ 32,029,582 During the three and six months ended June 30, 2024 and 2023, the Company recognized interest income from sales-type leases in its consolidated statements of operations as follows ($ in thousands): Net Investment Ground in Sales-type Lease Three Months Ended June 30, 2024 Leases Receivables Total Cash $ 27,846 $ 14,826 $ 42,672 Non-cash 15,026 7,537 22,563 Total interest income from sales-type leases $ 42,872 $ 22,363 $ 65,235 Net Investment Ground in Sales-type Lease Three Months Ended June 30, 2023 Leases Receivables Total Cash $ 25,168 $ 12,286 $ 37,454 Non-cash 14,353 6,351 20,704 Total interest income from sales-type leases $ 39,521 $ 18,637 $ 58,158 Net Investment Ground in Sales-type Lease Six Months Ended June 30, 2024 Leases Receivables Total Cash $ 55,116 $ 28,917 $ 84,033 Non-cash 29,953 14,467 44,420 Total interest income from sales-type leases $ 85,069 $ 43,384 $ 128,453 Net Investment Ground in Sales-type Lease Six Months Ended June 30, 2023 Leases Receivables Total Cash $ 50,050 $ 24,090 $ 74,140 Non-cash 28,575 12,505 41,080 Total interest income from sales-type leases $ 78,625 $ 36,595 $ 115,220 |