| Net Investment in Sales-type Leases and Ground Lease Receivables |
Note 4—Net Investment in Sales-type Leases and Ground Lease Receivables The Company classifies certain of its Ground Leases as sales-type leases and records the leases within “Net investment in sales-type leases” on the Company’s consolidated balance sheets and records interest income in “Interest income from sales-type leases” in the Company’s consolidated statements of operations. In addition, the Company may enter into transactions whereby it acquires land and enters into Ground Leases directly with the seller. These Ground Leases qualify as sales-type leases and, as such, do not qualify for sale leaseback accounting and are accounted for as financing receivables in accordance with ASC 310 - Receivables and are included in “Ground Lease receivables” on the Company’s consolidated balance sheets. The Company records interest income from Ground Lease receivables in “Interest income from sales-type leases” in the Company’s consolidated statements of operations. In May 2023, the Company entered into a joint venture with a sovereign wealth fund, which is also an existing shareholder, focused on new acquisitions for certain Ground Lease investments. The Company committed approximately $275 million for a 55% controlling interest in the joint venture and the sovereign wealth fund committed approximately $225 million for a 45% noncontrolling interest in the joint venture. Each party’s commitment is discretionary. The joint venture is a voting interest entity and the Company consolidates the joint venture in its financial statements due to its controlling interest. The Company’s joint venture partners’ interest was recorded in “Noncontrolling interests” on the Company’s consolidated balance sheet as of December 31, 2023. The Company receives a management fee, measured on an asset-by-asset basis, equal to 25 basis points on invested equity for such asset for the first five years following its acquisition, and 15 basis points on invested equity thereafter. The Company will also receive a promote of 15% over a 9% internal rate of return, subject to a 1.275x multiple on invested capital. On August 30, 2024, the Company acquired its partners’ share of the Ground Leases for $48.3 million. The excess of the purchase price and related transactions costs over the carrying value of $46.0 million was recorded as a reduction to additional paid-in capital in the Company’s consolidated statement of changes in equity. Since formation through August 30, 2024, the joint venture acquired nine Ground Leases for an aggregate purchase price of $170.4 million, of which $101.2 million had been funded as of August 30, 2024. The partner's participation right in certain qualifying Ground Lease investment opportunities expired on September 30, 2024. In January 2024, the Company acquired a Ground Lease from the Ground Lease Plus Fund for $38.3 million, excluding amounts funded by the Company pursuant to a leasehold improvement allowance (refer to Note 7 and Note 14). The Company’s net investment in sales-type leases were comprised of the following ($ in thousands): | | | | | | | | | September 30, 2024 | | December 31, 2023 | Total undiscounted cash flows(1) | | $ | 32,964,934 | | $ | 30,586,189 | Unguaranteed estimated residual value(1) | | | 3,040,268 | | | 2,946,928 | Present value discount | | | (32,559,113) | | | (30,277,457) | Allowance for credit losses | | | (6,047) | | | (465) | Net investment in sales-type leases | | $ | 3,440,042 | | $ | 3,255,195 |
| (1) | As of September 30, 2024, total discounted cash flows were approximately $3,414 million and the discounted unguaranteed estimated residual value was $31.6 million. As of December 31, 2023, total discounted cash flows were approximately $3,225 million and the discounted unguaranteed estimated residual value was $30.4 million. |
The following table presents a rollforward of the Company’s net investment in sales-type leases and Ground Lease receivables for the nine months ended September 30, 2024 and 2023 ($ in thousands): | | | | | | | | | | | | Net Investment in | | Ground Lease | | | | | | Sales-type Leases | | Receivables | | Total | Nine Months Ended September 30, 2024 | | | | | | | | | | Beginning balance | | $ | 3,255,195 | | $ | 1,622,298 | | $ | 4,877,493 | Origination/acquisition/fundings(1) | | | 145,144 | | | 137,490 | | | 282,634 | Accretion | | | 45,285 | | | 22,374 | | | 67,659 | (Provision for) recovery of credit losses | | | (5,582) | | | (3,015) | | | (8,597) | Ending balance(2) | | $ | 3,440,042 | | $ | 1,779,147 | | $ | 5,219,189 |
| | | | | | | | | | | | Net Investment in | | Ground Lease | | | | | | Sales-type Leases | | Receivables | | Total | Nine Months Ended September 30, 2023 | | | | | | | | | | Beginning balance | | $ | 3,106,599 | | $ | 1,374,716 | | $ | 4,481,315 | Impact from adoption of new accounting standard | | | (351) | | | (199) | | | (550) | Origination/acquisition/fundings(1) | | | 33,400 | | | 170,194 | | | 203,594 | Accretion | | | 43,061 | | | 19,078 | | | 62,139 | (Provision for) recovery of credit losses | | | (117) | | | (119) | | | (236) | Ending balance(2) | | $ | 3,182,592 | | $ | 1,563,670 | | $ | 4,746,262 |
| (1) | The net investment in sales-type leases is initially measured at the present value of the fixed and determinable lease payments, including any guaranteed or unguaranteed estimated residual value of the asset at the end of the lease, discounted at the rate implicit in the lease. For newly originated or acquired Ground Leases, the Company’s estimate of residual value equals the fair value of the land at lease commencement. |
| (2) | As of September 30, 2024 and December 31, 2023, all of the Company’s net investment in sales-type leases and Ground Lease receivables were current in their payment status. As of September 30, 2024, the Company’s weighted average accrual rate for its net investment in sales-type leases and Ground Lease receivables was 5.3% and 5.5%, respectively. As of September 30, 2024, the weighted average remaining life of the Company’s 40 Ground Lease receivables was 97.5 years. |
Allowance for Credit Losses—Changes in the Company’s allowance for credit losses on net investment in sales-type leases for the three and nine months ended September 30, 2024 and 2023 were as follows ($ in thousands): | | | | | | | | | | | | | | | Net investment in sales-type leases | | | Stabilized | | Development | | Unfunded | | | Three Months Ended September 30, 2024 | | Properties | | Properties | | Commitments | | Total | Allowance for credit losses at beginning of period | | $ | 1,431 | | $ | 91 | | $ | 1 | | $ | 1,523 | Provision for (recovery of) credit losses(1) | | | 4,226 | | | 299 | | | — | | | 4,525 | Allowance for credit losses at end of period(2) | | $ | 5,657 | | $ | 390 | | $ | 1 | | $ | 6,048 | | | | | | | | | | | | | | Three Months Ended September 30, 2023 | | | | | | | | | Allowance for credit losses at beginning of period | | $ | 259 | | $ | 77 | | $ | 1 | | $ | 337 | Provision for (recovery of) credit losses(1) | | | 110 | | | 22 | | | — | | | 132 | Allowance for credit losses at end of period(2) | | $ | 369 | | $ | 99 | | $ | 1 | | $ | 469 | | | | | | | | | | | | | | Nine Months Ended September 30, 2024 | | | | | | | | | Allowance for credit losses at beginning of period | | $ | 387 | | $ | 78 | | $ | — | | $ | 465 | Provision for (recovery of) credit losses(1) | | | 5,270 | | | 312 | | | 1 | | | 5,583 | Allowance for credit losses at end of period(2) | | $ | 5,657 | | $ | 390 | | $ | 1 | | $ | 6,048 | | | | | | | | | | | | | | Nine Months Ended September 30, 2023 | | | | | | | | | Allowance for credit losses at beginning of period | | $ | — | | $ | — | | $ | — | | $ | — | Impact from adoption of new accounting standard (3) | | | 280 | | | 71 | | | 6 | | | 357 | Provision for (recovery of) credit losses(1) | | | 89 | | | 28 | | | (5) | | | 112 | Allowance for credit losses at end of period(2) | | $ | 369 | | $ | 99 | | $ | 1 | | $ | 469 |
| (1) | During the three and nine months ended September 30, 2024, the Company recorded a provision for credit losses on net investment in sales-type leases of $4.5 million and $5.6 million, respectively. The provision for credit losses for the three and nine months ended September 30, 2024 was due primarily to elective enhancements to the Company’s general provision for credit loss methodology (refer to Note 3), current market conditions and growth in the portfolio during the period. During the three and nine months ended September 30, 2023, the Company recorded a provision for credit losses on net investment in sales-type leases of $0.1 million and $0.1 million, respectively. The provision for credit losses for the three and nine months ended September 30, 2023 was due primarily to a declining macroeconomic forecast since June 30, 2023 and December 31, 2022, respectively. |
| (2) | Allowance for credit losses on unfunded commitments is recorded in “Accounts payable and accrued expenses” on the Company’s consolidated balance sheets. |
| (3) | On January 1, 2023, the Company recorded an allowance for credit losses on net investment in sales-type leases of $0.4 million upon the adoption of ASU 2016-13, of which an aggregate of $6 thousand related to expected credit losses for unfunded commitments and was recorded in "Accounts payable, accrued expenses and other liabilities." |
Changes in the Company’s allowance for credit losses on Ground Lease receivables for the three and nine months ended September 30, 2024 and 2023 were as follows ($ in thousands): | | | | | | | | | | | | | | | Ground Lease receivables | | | Stabilized | | Development | | Unfunded | | | Three Months Ended September 30, 2024 | | Properties | | Properties | | Commitments | | Total | Allowance for credit losses at beginning of period | | $ | 471 | | $ | 302 | | $ | 13 | | $ | 786 | Provision for (recovery of) credit losses(1) | | | 2,016 | | | 595 | | | 42 | | | 2,653 | Allowance for credit losses at end of period(2) | | $ | 2,487 | | $ | 897 | | $ | 55 | | $ | 3,439 | | | | | | | | | | | | | | Three Months Ended September 30, 2023 | | | | | | | | | Allowance for credit losses at beginning of period | | $ | 94 | | $ | 127 | | $ | 60 | | $ | 281 | Provision for (recovery of) credit losses(1) | | | 40 | | | 57 | | | (3) | | | 94 | Allowance for credit losses at end of period(2) | | $ | 134 | | $ | 184 | | $ | 57 | | $ | 375 | | | | | Nine Months Ended September 30, 2024 | | | | | | | | | Allowance for credit losses at beginning of period | | $ | 123 | | $ | 246 | | $ | 37 | | $ | 406 | Provision for (recovery of) credit losses(1) | | | 2,364 | | | 651 | | | 18 | | | 3,033 | Allowance for credit losses at end of period(2) | | $ | 2,487 | | $ | 897 | | $ | 55 | | $ | 3,439 | | | | | | | | | | | | | | Nine Months Ended September 30, 2023 | | | | | | | | | Allowance for credit losses at beginning of period | | $ | — | | $ | — | | $ | — | | $ | — | Impact from adoption of new accounting standard(3) | | | 102 | | | 97 | | | 84 | | | 283 | Provision for (recovery of) credit losses(1) | | | 32 | | | 87 | | | (27) | | | 92 | Allowance for credit losses at end of period(2) | | $ | 134 | | $ | 184 | | $ | 57 | | $ | 375 |
| (1) | During the three and nine months ended September 30, 2024, the Company recorded a provision for credit losses on Ground Lease receivables of $2.7 million and $3.0 million, respectively. The provision for credit losses for the three and nine months ended September 30, 2024 was due primarily to elective enhancements to the Company’s general provision for credit loss methodology (refer to Note 3), current market conditions and growth in the portfolio during the period. During the three and nine months ended September 30, 2023, the Company recorded a provision for credit losses on Ground Lease receivables of $0.1 million and $0.1 million, respectively. The provision for credit losses for the three and nine months ended September 30, 2023 was due primarily to a declining macroeconomic forecast since June 30, 2023 and December 31, 2022. respectively. |
| (2) | Allowance for credit losses on unfunded commitments is recorded in “Accounts payable and accrued expenses” on the Company’s consolidated balance sheets. |
| (3) | On January 1, 2023, the Company recorded an allowance for credit losses on Ground Lease receivables of $0.3 million upon the adoption of ASU 2016-13, of which an aggregate of $0.1 million related to expected credit losses for unfunded commitments and was recorded in "Accounts payable, accrued expenses and other liabilities." |
The Company’s amortized cost basis in net investment in sales-type leases and Ground Lease receivables, presented by year of origination and by stabilized or development status, was as follows as of September 30, 2024 ($ in thousands): | | | | | | | | | | | | | | | | | | | | | | | | Year of Origination | | | | | | 2024 | | 2023 | | 2022 | | 2021 | | 2020 | | Prior to 2020 | | Total | Net investment in sales-type leases | | | | | | | | | | | | | | | | | | | | | | Stabilized properties | | $ | 35,545 | | $ | 50,049 | | $ | 650,848 | | $ | 1,091,757 | | $ | 213,404 | | $ | 1,084,839 | | $ | 3,126,442 | Development properties | | | 110,622 | | | 21,953 | | | 38,311 | | | 120,853 | | | — | | | 27,908 | | | 319,647 | Total | | $ | 146,167 | | $ | 72,002 | | $ | 689,159 | | $ | 1,212,610 | | $ | 213,404 | | $ | 1,112,747 | | $ | 3,446,089 |
| | | | | | | | | | | | | | | | | | | | | | | | Year of Origination | | | | | | 2024 | | 2023 | | 2022 | | 2021 | | 2020 | | Prior to 2020 | | Total | Ground Lease receivables | | | | | | | | | | | | | | | | | | | | | | Stabilized properties | | $ | — | | $ | 19,420 | | $ | 155,181 | | $ | 199,895 | | $ | 183,233 | | $ | 456,735 | | $ | 1,014,464 | Development properties | | | 57,188 | | | 13,368 | | | 619,250 | | | 78,261 | | | — | | | — | | | 768,067 | Total | | $ | 57,188 | | $ | 32,788 | | $ | 774,431 | | $ | 278,156 | | $ | 183,233 | | $ | 456,735 | | $ | 1,782,531 |
The Company’s amortized cost basis in net investment in sales-type leases and Ground Lease receivables, presented by year of origination and by stabilized or development status, was as follows as of December 31, 2023 ($ in thousands): | | | | | | | | | | | | | | | | | | | | | | | | Year of Origination | | | | | | 2023 | | 2022 | | 2021 | | 2020 | | 2019 | | Prior to 2019 | | Total | Net investment in sales-type leases | | | | | | | | | | | | | | | | | | | | | | Stabilized properties | | $ | 49,266 | | $ | 642,340 | | $ | 1,077,813 | | $ | 210,481 | | $ | 1,069,583 | | $ | — | | $ | 3,049,483 | Development properties | | | 21,634 | | | 37,793 | | | 119,191 | | | — | | | 27,559 | | | — | | | 206,177 | Total | | $ | 70,900 | | $ | 680,133 | | $ | 1,197,004 | | $ | 210,481 | | $ | 1,097,142 | | $ | — | | $ | 3,255,660 |
| | | | | | | | | | | | | | | | | | | | | | | | Year of Origination | | | | | | 2023 | | 2022 | | 2021 | | 2020 | | 2019 | | Prior to 2019 | | Total | Ground Lease receivables | | | | | | | | | | | | | | | | | | | | | | Stabilized properties | | $ | 19,106 | | $ | 152,966 | | $ | 171,664 | | $ | 180,739 | | $ | 450,123 | | $ | — | | $ | 974,598 | Development properties | | | 139 | | | 545,509 | | | 102,421 | | | — | | | — | | | — | | | 648,069 | Total | | $ | 19,245 | | $ | 698,475 | | $ | 274,085 | | $ | 180,739 | | $ | 450,123 | | $ | — | | $ | 1,622,667 |
Future Minimum Lease Payments under Sales-type Leases—Future minimum lease payments to be collected under sales-type leases accounted for under ASC 842 - Leases, excluding lease payments that are not fixed and determinable, in effect as of September 30, 2024, are as follows by year ($ in thousands): | | | | | | | | | | | | | | | | | | | | | Fixed Bumps | | | | | | Fixed Bumps | | | | | with | | | | | | with Inflation | | Fixed | | Percentage | | | | | | Adjustments | | Bumps | | Rent | | Total | 2024 (remaining three months) | | $ | 33,636 | | $ | 1,288 | | $ | 146 | | $ | 35,070 | 2025 | | | 109,824 | | | 5,192 | | | 586 | | | 115,602 | 2026 | | | 111,909 | | | 5,696 | | | 586 | | | 118,191 | 2027 | | | 113,944 | | | 6,378 | | | 586 | | | 120,908 | 2028 | | | 115,980 | | | 6,595 | | | 637 | | | 123,212 | Thereafter | | | 30,234,155 | | | 2,118,764 | | | 99,032 | | | 32,451,951 | Total undiscounted cash flows | | $ | 30,719,448 | | $ | 2,143,913 | | $ | 101,573 | | $ | 32,964,934 |
During the three and nine months ended September 30, 2024 and 2023, the Company recognized interest income from sales-type leases in its consolidated statements of operations as follows ($ in thousands): | | | | | | | | | | | | Net Investment | | Ground | | | | | | in Sales-type | | Lease | | | | Three Months Ended September 30, 2024 | | Leases | | Receivables | | Total | Cash | | $ | 28,203 | | $ | 15,678 | | $ | 43,881 | Non-cash | | | 15,332 | | | 7,907 | | | 23,239 | Total interest income from sales-type leases | | $ | 43,535 | | $ | 23,585 | | $ | 67,120 |
| | | | | | | | | | | | Net Investment | | Ground | | | | | | in Sales-type | | Lease | | | | Three Months Ended September 30, 2023 | | Leases | | Receivables | | Total | Cash | | $ | 25,309 | | $ | 12,767 | | $ | 38,076 | Non-cash | | | 14,482 | | | 6,572 | | | 21,054 | Total interest income from sales-type leases | | $ | 39,791 | | $ | 19,339 | | $ | 59,130 |
| | | | | | | | | | | | Net Investment | | Ground | | | | | | in Sales-type | | Lease | | | | Nine Months Ended September 30, 2024 | | Leases | | Receivables | | Total | Cash | | $ | 83,318 | | $ | 44,596 | | $ | 127,914 | Non-cash | | | 45,284 | | | 22,375 | | | 67,659 | Total interest income from sales-type leases | | $ | 128,602 | | $ | 66,971 | | $ | 195,573 |
| | | | | | | | | | | | Net Investment | | Ground | | | | | | in Sales-type | | Lease | | | | Nine Months Ended September 30, 2023 | | Leases | | Receivables | | Total | Cash | | $ | 75,355 | | $ | 36,856 | | $ | 112,211 | Non-cash | | | 43,061 | | | 19,078 | | | 62,139 | Total interest income from sales-type leases | | $ | 118,416 | | $ | 55,934 | | $ | 174,350 |
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