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Safehold (SAFE) - 2024 Q4 - Annual Report

Financial Performance - Total revenues for 2024 increased to 365.7million,up3.1365.7 million, up 3.1% from 352.6 million in 2023 [296]. - Interest income from sales-type leases rose to 264.3million,a12.2264.3 million, a 12.2% increase compared to 235.5 million in 2023 [296]. - Net income attributable to Safehold Inc. common shareholders was 105.8millionin2024,comparedtoanetlossof105.8 million in 2024, compared to a net loss of 55.0 million in 2023 [296]. - Comprehensive income attributable to Safehold Inc. was 156.1millionin2024,comparedtoacomprehensivelossof156.1 million in 2024, compared to a comprehensive loss of 59.6 million in 2023 [300]. - Net income for the year ended December 31, 2023, was reported at 107,191,000,comparedtoanetlossof107,191,000, compared to a net loss of 54,565,000 in 2022, indicating a significant turnaround [303]. - Net income for 2024 was 106.615million,asignificantrecoveryfromanetlossof106.615 million, a significant recovery from a net loss of 54.565 million in 2023 [307]. - Cash flows from operating activities increased to 37.855millionin2024,comparedto37.855 million in 2024, compared to 15.391 million in 2023 [307]. Assets and Liabilities - Total assets as of December 31, 2024, reached 6.9billion,anincreaseof5.36.9 billion, an increase of 5.3% from 6.5 billion in 2023 [293]. - Total liabilities increased to 4.5billionin2024,upfrom4.5 billion in 2024, up from 4.3 billion in 2023, reflecting a rise of 6.4% [293]. - As of December 31, 2024, the company had approximately 4.4billioninoutstandingindebtedness,including4.4 billion in outstanding indebtedness, including 100 million of trust preferred securities [123]. - The company had 3.6billioninfixedratedebtand3.6 billion in fixed-rate debt and 789 million in floating-rate debt outstanding as of December 31, 2024 [268]. - The carrying value of net investment in sales-type leases is 3,455million,withafairvalueof3,455 million, with a fair value of 3,680 million, compared to a carrying value of 3,255millionandafairvalueof3,255 million and a fair value of 3,118 million as of December 31, 2023 [374]. Cash Flow and Dividends - Cash and cash equivalents decreased to 8.3millionin2024,downfrom8.3 million in 2024, down from 18.8 million in 2023 [293]. - The company paid dividends of 50.589milliontocommonshareholdersin2024,comparedto50.589 million to common shareholders in 2024, compared to 46.039 million in 2023 [307]. - Future distributions to shareholders will depend on various factors, including actual or anticipated results of operations and cash flows [139]. - The company’s cash flow may be insufficient to meet required principal and interest payments, exposing it to default risks [123]. Risks and Challenges - The company faces risks associated with tenant bankruptcies, which could adversely affect income and property ownership [96]. - The company relies on Property NOI reported by tenants, which may not be independently verified, potentially affecting underwriting decisions [86]. - Ground Leases with developers expose the company to risks related to property development and financing, which could materially affect operations [92]. - Future growth prospects may be adversely affected by health crises, as seen during the COVID-19 pandemic, which impacted tenant financial conditions and operational capabilities [102]. - The company may face risks related to joint venture investments, including lack of sole decision-making authority and reliance on partners' financial positions [127]. Shareholder Relations and Equity - Star Holdings owns approximately 18.9% of the outstanding shares of the company's common stock, which could influence shareholder decisions [112]. - The company’s organizational documents limit shareholder recourse and access to judicial forums, which may inhibit changes in control [135]. - The company may issue new Caret units or sell outstanding units without requiring approval from common stockholders, potentially diluting their interests [142]. - The absence of a drag-along right after a liquidity transaction could deter acquisition interest and affect the market price of common stock [156]. Management and Governance - The company has a management agreement with Star Holdings, which includes an annual management fee of 25millionforthetermendedMarch31,2024,decliningto25 million for the term ended March 31, 2024, declining to 15 million for the term ended March 31, 2025 [109]. - The company faces potential conflicts of interest in its relationship with Star Holdings, which could result in decisions not aligned with shareholder interests [117]. - The Company recognized management fee income of 25.0millionforthetermendedMarch31,2024,whichwilldeclineto25.0 million for the term ended March 31, 2024, which will decline to 15.0 million for the term ended March 31, 2025 [358]. Taxation and Compliance - The company must distribute at least 90% of its REIT taxable income annually to qualify as a REIT, or it may incur U.S. federal income tax at regular corporate rates [165]. - The total current income tax expense for the year ended December 31, 2024, was 1.048million,adecreasefrom1.048 million, a decrease from 3.045 million in 2023 [365]. - The Company has a valuation allowance of (2.052)millionagainstitsdeferredtaxassetsasofDecember31,2024,comparedto(2.052) million against its deferred tax assets as of December 31, 2024, compared to (2.704) million in 2023 [369]. Market and Competitive Landscape - The company faces competition from various entities including commercial developers, other REITs, and financial institutions, which may adversely affect its ability to acquire and originate investments [98]. - The market price of the company's common stock may not reflect the value of the UCA in the owned residual portfolio, which is difficult to estimate [91]. Cybersecurity and Internal Controls - The company has implemented processes and internal controls to mitigate cybersecurity risks, but there is no assurance that these measures will be fully effective [101]. - The company maintained effective internal control over financial reporting as of December 31, 2024, according to the independent auditor's opinion [285].