Safehold (SAFE) - 2022 Q1 - Quarterly Report

PART I. CONSOLIDATED FINANCIAL INFORMATION Presents iStar Inc.'s unaudited consolidated financial statements, highlighting significant net income growth from the Net Lease Sale and increased cash Item 1. Financial Statements Details iStar Inc.'s unaudited consolidated financial statements, including balance sheets, income, equity, and cash flows, with key notes Consolidated Balance Sheets Presents iStar Inc.'s financial position, detailing assets, liabilities, and equity at specific points in time | Metric | March 31, 2022 (in thousands) | December 31, 2021 (in thousands) | | :-------------------------------------------------------------------------------- | :----------------------------- | :------------------------------ | | Total assets | $4,084,051 | $4,840,534 | | Real estate and other assets available and held for sale and classified as discontinued operations | $226,309 | $2,299,711 | | Cash and cash equivalents | $1,500,203 | $339,601 | | Total liabilities | $2,299,101 | $3,777,328 | | Total equity | $1,784,950 | $1,063,206 | - Total assets decreased by approximately $756 million, primarily due to the reclassification and sale of real estate and other assets held for sale[6] - Cash and cash equivalents increased significantly by over $1.16 billion, reflecting proceeds from the Net Lease Sale[6] Consolidated Statements of Operations Summarizes iStar Inc.'s revenues, expenses, and net income over specific periods, highlighting operational performance | Metric | For the Three Months Ended March 31, 2022 (in thousands) | For the Three Months Ended March 31, 2021 (in thousands) | | :-------------------------------------------------------------------------------- | :----------------------------------------------------- | :----------------------------------------------------- | | Total revenues | $31,953 | $59,984 | | Total costs and expenses | $57,934 | $87,559 | | Earnings from equity method investments | $25,032 | $11,768 | | Net income from discontinued operations | $797,688 | $22,486 | | Net income | $795,800 | $7,989 | | Net income (loss) allocable to common shareholders | $610,855 | $(405) | | Basic and diluted EPS | $8.85 | $(0.01) | - Net income surged to $795.8 million in Q1 2022, primarily driven by a substantial net income from discontinued operations of $797.7 million[10] - Earnings from equity method investments more than doubled year-over-year, reaching $25.03 million[10] Consolidated Statements of Comprehensive Income (Loss) Details iStar Inc.'s comprehensive income, including net income and other comprehensive income components, for specific periods | Metric | For the Three Months Ended March 31, 2022 (in thousands) | For the Three Months Ended March 31, 2021 (in thousands) | | :-------------------------------------------------------------------------------- | :----------------------------------------------------- | :----------------------------------------------------- | | Net income | $795,800 | $7,989 | | Other comprehensive income | $363 | $13,280 | | Comprehensive income attributable to iStar Inc. | $617,092 | $16,291 | - Comprehensive income attributable to iStar Inc. increased significantly to $617.09 million in Q1 2022, reflecting the strong net income performance[14] Consolidated Statements of Changes in Equity Outlines changes in iStar Inc.'s total equity, including net income, dividends, and noncontrolling interests, over specific periods | Metric | As of March 31, 2022 (in thousands) | As of December 31, 2021 (in thousands) | | :-------------------------------------------------------------------------------- | :----------------------------- | :------------------------------ | | Total equity | $1,784,950 | $1,063,206 | | Net income | $795,800 | $7,989 | | Noncontrolling interests | $330,514 | $211,910 | | Common dividends declared | $(8,728) | $(8,236) | - Total equity increased by over $721 million, primarily due to the net income for the period and an increase in noncontrolling interests[18] Consolidated Statements of Cash Flows Presents iStar Inc.'s cash inflows and outflows from operating, investing, and financing activities for specific periods | Metric | For the Three Months Ended March 31, 2022 (in thousands) | For the Three Months Ended March 31, 2021 (in thousands) | | :-------------------------------------------------------------------------------- | :----------------------------------------------------- | :----------------------------------------------------- | | Cash flows used in operating activities | $(30,624) | $(3,795) | | Cash flows provided by investing activities | $2,417,867 | $137,635 | | Cash flows used in financing activities | $(1,229,992) | $(36,414) | | Changes in cash, cash equivalents and restricted cash | $1,157,254 | $97,315 | | Cash, cash equivalents and restricted cash at end of period | $1,551,250 | $247,881 | - Investing activities generated a substantial cash inflow of $2.42 billion in Q1 2022, primarily from the Net Lease Sale[23] - Financing activities resulted in a significant cash outflow of $1.23 billion, mainly due to debt repayments and repurchases[23] Notes to Consolidated Financial Statements Provides detailed explanations and additional information supporting the consolidated financial statements Note 1—Business and Organization Describes iStar Inc.'s business model, organizational structure, and primary reportable segments - iStar Inc. operates as a real estate investment trust (REIT), focusing on financing, investing in, and developing real estate and related projects[28] - The company's primary reportable business segments are net lease, real estate finance, operating properties, and land and development, with a focus on ground lease investments[28] Note 2—Basis of Presentation and Principles of Consolidation Explains the basis of financial statement preparation, accounting principles, and consolidation policies, including Variable Interest Entities - The financial statements are unaudited and prepared in conformity with Form 10-Q and GAAP, requiring management estimates and assumptions[30][31] - The company consolidates Variable Interest Entities (VIEs) for which it is the primary beneficiary, with VIE liabilities being non-recourse to the company[33][34] | Metric | March 31, 2022 (in thousands) | December 31, 2021 (in thousands) | | :-------------------------------------------------------------------------------- | :----------------------------- | :------------------------------ | | Total assets of consolidated VIEs | $983,026 | $1,171,081 | | Total liabilities of consolidated VIEs | $28,529 | $518,483 | Note 3—Summary of Significant Accounting Policies: Net Lease Sale and Discontinued Operations Details the accounting treatment for the Net Lease Sale and its impact on discontinued operations, including recognized gains and cash proceeds - In March 2022, the company completed the Net Lease Sale, disposing of a net lease property portfolio for approximately $3.07 billion, recognizing a gain of $663.7 million[38] - The Net Lease Sale generated $1.2 billion in net cash proceeds after debt repayment and other expenses, aligning with the company's strategy to grow Ground Lease businesses[38][39] | Metric | For the Three Months Ended March 31, 2022 (in thousands) | For the Three Months Ended March 31, 2021 (in thousands) | | :-------------------------------------------------------------------------------- | :----------------------------------------------------- | :----------------------------------------------------- | | Net income from discontinued operations | $797,688 | $22,486 | | Cash flows provided by operating activities from discontinued operations | $22,571 | $20,847 | | Cash flows provided by investing activities from discontinued operations | $2,553,349 | $566 | Note 4—Real Estate Provides details on the company's real estate assets, including net real estate and real estate held for sale | Metric | As of March 31, 2022 (in thousands) | As of December 31, 2021 (in thousands) | | :-------------------------------------------------------------------------------- | :----------------------------- | :------------------------------ | | Real estate, net | $91,434 | $92,150 | | Real estate available and held for sale | $301 | $301 | | Total real estate | $91,735 | $92,451 | - Future minimum operating lease payments to be collected for the remaining nine months of 2022 are $4.84 million[58] Note 5—Net Investment in Leases Details the company's net investment in leases, including sales of Ground Leases to an investment fund | Metric | As of March 31, 2022 (in thousands) | As of December 31, 2021 (in thousands) | | :-------------------------------------------------------------------------------- | :----------------------------- | :------------------------------ | | Net investment in leases | $28,131 | $43,215 | | Metric | For the Three Months Ended March 31, 2022 (in thousands) | For the Three Months Ended March 31, 2021 (in thousands) | | :-------------------------------------------------------------------------------- | :----------------------------------------------------- | :----------------------------------------------------- | | Provision for (recovery of) losses on net investment in leases | $281 | $(1,601) | - The company sold Ground Leases to an investment fund (Ground Lease Plus Fund) in which it holds a 53% noncontrolling interest[61][62] Note 6—Land and Development Presents information on the company's land and development portfolio, including revenue and cost of sales | Metric | As of March 31, 2022 (in thousands) | As of December 31, 2021 (in thousands) | | :-------------------------------------------------------------------------------- | :----------------------------- | :------------------------------ | | Total land and development, net | $277,421 | $286,810 | | Land development revenue (Q1) | $14,900 | $32,249 | | Land development cost of sales (Q1) | $14,496 | $29,323 | - Land development revenue and cost of sales both decreased significantly in Q1 2022 compared to Q1 2021[70] Note 7—Loans Receivable and Other Lending Investments, net Details the company's loans receivable and other lending investments, including allowance for loan losses and non-accrual loans | Metric | As of March 31, 2022 (in thousands) | As of December 31, 2021 (in thousands) | | :-------------------------------------------------------------------------------- | :----------------------------- | :------------------------------ | | Total loans receivable and other lending investments, net | $331,839 | $332,844 | | Allowance for loan losses | $4,932 | $4,769 | | Metric | For the Three Months Ended March 31, 2022 (in thousands) | For the Three Months Ended March 31, 2021 (in thousands) | | :-------------------------------------------------------------------------------- | :----------------------------------------------------- | :----------------------------------------------------- | | Provision for (recovery of) loan losses | $163 | $(3,960) | - The company had one non-accrual impaired loan with a carrying value of $59.64 million as of March 31, 2022[84] Note 8—Other Investments Provides information on other investments, including the investment in Safehold Inc. (SAFE) and the Ground Lease Plus Fund | Metric | As of March 31, 2022 (in thousands) | As of December 31, 2021 (in thousands) | | :-------------------------------------------------------------------------------- | :----------------------------- | :------------------------------ | | Total other investments | $1,526,019 | $1,297,281 | | Investment in Safehold Inc. ("SAFE") | $1,388,657 | $1,168,532 | | Ground Lease Plus Fund | $64,548 | $17,630 | | Metric | For the Three Months Ended March 31, 2022 (in thousands) | For the Three Months Ended March 31, 2021 (in thousands) | | :-------------------------------------------------------------------------------- | :----------------------------------------------------- | :----------------------------------------------------- | | Earnings from equity method investments | $25,032 | $11,768 | | Management fees from SAFE | $4,500 | $3,500 | - iStar Inc. owned approximately 64.7% of SAFE's common stock outstanding as of March 31, 2022, and acts as SAFE's external manager[92][96] Note 9—Other Assets and Other Liabilities Details deferred expenses, other assets, accounts payable, accrued expenses, and other liabilities | Metric | As of March 31, 2022 (in thousands) | As of December 31, 2021 (in thousands) | | :-------------------------------------------------------------------------------- | :----------------------------- | :------------------------------ | | Deferred expenses and other assets, net | $97,682 | $100,434 | | Accounts payable, accrued expenses and other liabilities | $198,886 | $236,732 | | Accrued expenses | $115,461 | $151,810 | - Accounts payable, accrued expenses, and other liabilities decreased by approximately $37.8 million, primarily due to a reduction in accrued expenses[130] Note 10—Debt Obligations, net Presents details on the company's debt obligations, including senior term loans and unsecured notes, and changes due to repayments | Metric | As of March 31, 2022 (in thousands) | As of December 31, 2021 (in thousands) | | :-------------------------------------------------------------------------------- | :----------------------------- | :------------------------------ | | Total debt obligations, net | $2,084,252 | $2,572,174 | | Senior Term Loan | $0 | $491,875 | | Unsecured notes | $2,012,500 | $2,012,500 | - Total debt obligations, net, decreased by approximately $487.9 million, primarily due to the full repayment of the $650 million Senior Term Loan in March 2022 using Net Lease Sale proceeds[131][138] - The company incurred a $1.4 million loss on early extinguishment of debt related to the Senior Term Loan repayment[138] Note 11—Commitments and Contingencies Outlines the company's unfunded commitments, operating lease obligations, and potential impacts from legal proceedings | Commitment Type | Total (in thousands) | | :-------------------------------------------------------------------------------- | :------------------- | | Performance-Based Commitments | $120,996 | | Strategic Investments | $7,386 | | Total unfunded commitments | $128,382 | - Future minimum operating lease obligations (undiscounted cash flows) total $23.87 million[149] - The company does not expect any pending legal proceedings to have a material adverse effect on its consolidated financial statements[150] Note 12—Derivatives Describes the company's use of derivative instruments, such as interest rate swaps and caps, for risk management purposes | Metric | As of March 31, 2022 (in thousands) | As of December 31, 2021 (in thousands) | | :-------------------------------------------------------------------------------- | :----------------------------- | :------------------------------ | | Derivative Liabilities (Designated in Hedging Relationships) | $0 | $8,395 | - The company uses interest rate swaps and caps to minimize interest rate risks, not for speculative purposes[151] - Approximately $2.6 million related to cash flow hedges held by SAFE is expected to be reclassified from accumulated other comprehensive income (loss) to earnings from equity method investments over the next 12 months[154] Note 13—Equity Details the company's equity structure, including preferred stock, common stock dividends, and stock repurchase authorizations | Preferred Stock Series | Shares Issued and Outstanding (in thousands) | Carrying Value (in thousands) | | :-------------------------------------------------------------------------------- | :----------------------------------------- | :---------------------------- | | D | 4,000 | $89,041 | | G | 3,200 | $72,664 | | I | 5,000 | $120,785 | | Total | 12,200 | $282,490 | - Common stock dividends of $8.7 million ($0.125 per share) were declared for Q1 2022[161] - The Board of Directors authorized an increase to the stock repurchase program to $50.0 million, with $50.0 million remaining authorization as of March 31, 2022[162] Note 14—Stock-Based Compensation Plans and Employee Benefits Explains the company's stock-based compensation plans and employee benefits, including related income and accrued costs | Metric | For the Three Months Ended March 31, 2022 (in thousands) | For the Three Months Ended March 31, 2021 (in thousands) | | :-------------------------------------------------------------------------------- | :----------------------------------------------------- | :----------------------------------------------------- | | Stock-based compensation (income) expense | $(12,427) | $5,508 | - The company recorded a $12.4 million stock-based compensation income in Q1 2022, a significant decrease from a $5.5 million expense in Q1 2021, primarily due to a $19.3 million decrease in performance-based compensation[166][249] - Accrued compensation costs relating to iPIP plans were $102.4 million as of March 31, 2022[178] Note 15—Earnings Per Share Presents the calculation of basic and diluted earnings per share, including net income allocable to common shareholders | Metric | For the Three Months Ended March 31, 2022 | For the Three Months Ended March 31, 2021 | | :-------------------------------------------------------------------------------- | :---------------------------------------- | :---------------------------------------- | | Net income (loss) allocable to common shareholders | $610,855 | $(405) | | Basic and diluted earnings per common share | $8.85 | $(0.01) | | Weighted average common shares outstanding | 69,037 | 73,901 | - Basic and diluted EPS increased substantially to $8.85 in Q1 2022, primarily due to the net income from discontinued operations[188] Note 16—Fair Values Provides fair value disclosures for financial instruments, including debt obligations and available-for-sale securities | Metric | Carrying Value (in millions) | Fair Value (in millions) | | :-------------------------------------------------------------------------------- | :--------------------------- | :----------------------- | | Total debt obligations, net (Mar 31, 2022) | $2,084 | $2,329 | | Available-for-sale securities (Mar 31, 2022) | $24,864 (in thousands) | $24,864 (in thousands) | - The fair value of the company's 3.125% Senior Convertible Notes was $497.5 million as of March 31, 2022[198] Note 17—Segment Reporting Details financial information by reportable segment, including Net Lease, Real Estate Finance, Operating Properties, and Land and Development - The company operates in four reportable segments: Net Lease, Real Estate Finance, Operating Properties, and Land and Development[199] - Following the Net Lease Sale, the Net Lease segment primarily includes investments in SAFE and Ground Lease adjacent businesses[199] | Metric | For the Three Months Ended March 31, 2022 (in thousands) | For the Three Months Ended March 31, 2021 (in thousands) | | :-------------------------------------------------------------------------------- | :----------------------------------------------------- | :----------------------------------------------------- | | Segment profit (loss) | $(11,111) | $(10,671) | | Total portfolio assets (Mar 31, 2022) | $2,481,454 | $4,395,527 (Dec 31, 2021) | Note 18—Subsequent Events Reports significant events occurring after the balance sheet date, such as the exchange of convertible notes - On April 8, 2022, the company exchanged $194 million principal amount of 3.125% Convertible Notes for 13.75 million common shares and $14 million in cash, retiring the notes[207] Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations Provides management's perspective on financial condition and operational results, focusing on strategic shifts, Net Lease Sale impact, and liquidity Executive Overview Summarizes the company's corporate strategy, emphasizing growth in Ground Lease businesses and portfolio simplification through asset sales - The company's corporate strategy focuses on growing its Ground Lease and Ground Lease adjacent businesses and simplifying its portfolio through asset sales[212] - The Net Lease Sale in March 2022 for $3.07 billion generated $1.2 billion in net cash proceeds, significantly advancing the strategic shift[212][213] Portfolio Overview Presents a breakdown of the company's investment portfolio by property type and geographic diversification | Property/Collateral Types | Total (in thousands) | % of Total | | :------------------------ | :------------------- | :--------- | | Ground Leases | $1,481,337 | 65.7 % | | Land and Development | $234,798 | 10.4 % | | Hotel | $176,074 | 7.8 % | | Multifamily | $110,988 | 4.9 % | | Retail | $83,747 | 3.7 % | | Condominium | $57,473 | 2.5 % | | Office | $46,583 | 2.1 % | | Entertainment / Leisure | $14,534 | 0.6 % | | Other Property Types | $49,610 | 2.2 % | | Total | $2,255,144 | 100.0 %| - As of March 31, 2022, Ground Leases represent the largest portion of the investment portfolio by book value at 65.7%[215] - The portfolio is geographically diversified, with the Northeast region accounting for 40.3% of total investments[215] Net Lease Describes the net lease segment's composition after the Net Lease Sale, focusing on equity method investments in SAFE and Ground Lease Plus Fund - After the Net Lease Sale, the net lease segment primarily comprises equity method investments in SAFE and the Ground Lease Plus Fund, focusing on Ground Lease investments[217][219] | Category | Wholly Owned | SAFE | Ground Lease Plus Fund | | :-------------------------- | :----------- | :----- | :--------------------- | | Ownership % | 100.0 % | 64.7 % | 53.0 % | | Book value (millions) | $28 | $1,389 | $65 | | % Leased | 100.0 % | 100.0 % | 100.0 % | | Weighted average lease term (years) | 98.9 | 90.9 | 105.0 | | Weighted average yield | 5.2 % | 4.9 % | 5.7 % | - SAFE's Ground Leases offer attractive long-term risk-adjusted returns with built-in growth from contractual rent escalators and the right to regain possession of improvements[222] Real Estate Finance Details the real estate finance business, including various financing solutions, loan portfolio metrics, and allowance for loan losses - The real estate finance business offers diverse financing solutions, including leasehold loans, senior and subordinated mortgages, and corporate/partnership loans[225] | Metric | March 31, 2022 (in thousands) | December 31, 2021 (in thousands) | | :-------------------------------------------------------------------------------- | :----------------------------- | :------------------------------ | | Total loans and other lending investments, net | $331,839 | $332,844 | | Allowance for loan losses | $4,932 | $4,769 | | Non-performing loans (number) | 1 | 1 | | Non-performing loans (net book value) | $59,051 | $59,064 | | Performing loans weighted average LTV (Mar 31, 2022) | 61% | 60% | | Performing loans yield - year to date (Mar 31, 2022) | 7.1% | 7.5% | - The allowance for loan losses increased slightly to $4.9 million, or 1.5% of total loans, primarily due to accretion on a held-to-maturity security[230][234] Operating Properties Provides an overview of the operating properties portfolio, including its book value and property types - The operating properties portfolio, comprising hotel, multifamily, retail, condominium, and entertainment/leisure properties, had a book value of $135.0 million as of March 31, 2022[235] Land and Development Summarizes the land and development portfolio's balance, asset sales, and capital expenditures | Metric | March 31, 2022 (in millions) | December 31, 2021 (in millions) | | :-------------------------------------------------------------------------------- | :--------------------------- | :------------------------------ | | Ending balance | $277.4 | $286.8 | | Asset sales | $(13.6) | N/A | | Capital expenditures | $4.9 | N/A | - The land and development portfolio decreased to $277.4 million, primarily due to asset sales of $13.6 million, partially offset by $4.9 million in capital expenditures[237] Results of Operations for the Three Months Ended March 31, 2022 compared to the Three Months Ended March 31, 2021 Compares key financial results for the three months ended March 31, 2022, and 2021, highlighting changes in net income and expenses | Metric | For the Three Months Ended March 31, 2022 (in thousands) | For the Three Months Ended March 31, 2021 (in thousands) | Change (in thousands) | | :-------------------------------------------------------------------------------- | :----------------------------------------------------- | :----------------------------------------------------- | :-------------------- | | Net income | $795,800 | $7,989 | $787,811 | | Net income from discontinued operations | $797,688 | $22,486 | $775,202 | | Total revenue (continuing operations) | $31,953 | $59,984 | $(28,031) | | General and administrative expenses | $1,375 | $21,439 | $(20,064) | | Earnings from equity method investments | $25,032 | $11,768 | $13,264 | | Loss on early extinguishment of debt, net | $(1,428) | $0 | $(1,428) | - Net income significantly increased by $787.8 million, primarily due to a $775.2 million increase in net income from discontinued operations related to the Net Lease Sale[239] - General and administrative expenses decreased by $20.06 million, mainly due to a $19.3 million decrease in performance-based compensation[239][249] Adjusted Earnings Presents adjusted earnings, a non-GAAP metric, reflecting the company's operational performance and strategic execution | Metric | For the Three Months Ended March 31, 2022 (in thousands) | For the Three Months Ended March 31, 2021 (in thousands) | | :-------------------------------------------------------------------------------- | :----------------------------------------------------- | :----------------------------------------------------- | | Adjusted earnings allocable to common shareholders | $607,539 | $22,732 | - Adjusted earnings, a non-GAAP metric, increased substantially to $607.5 million in Q1 2022, reflecting the company's strategic execution and operational performance[258][261] Liquidity and Capital Resources Discusses the company's liquidity position, including cash proceeds from asset sales, available borrowing capacity, and unfunded commitments - The company received approximately $1.2 billion in net proceeds from the Net Lease Sale in Q1 2022[262] - Unrestricted cash stood at $1.5 billion as of March 31, 2022, with $350 million of borrowing capacity available under the Revolving Credit Facility[264] | Cash Flow Activity | For the Three Months Ended March 31, 2022 (in thousands) | For the Three Months Ended March 31, 2021 (in thousands) | | :-------------------------------------------------------------------------------- | :----------------------------------------------------- | :----------------------------------------------------- | | Cash flows used in operating activities | $(30,624) | $(3,795) | | Cash flows provided by investing activities | $2,417,867 | $137,635 | | Cash flows used in financing activities | $(1,229,992) | $(36,414) | - Total unfunded commitments were $128.4 million as of March 31, 2022, with $50.0 million remaining authorization under the stock repurchase program[274] Item 3. Quantitative and Qualitative Disclosures About Market Risk Discusses the company's market risk exposure, primarily interest rate risk, and its impact on net income, noting REIT hedging limitations - The primary market risk exposure for the company is interest rate risk, impacting the spread between its floating rate assets and liabilities[278] | Change in Interest Rates | Estimated Change In Net Income (in thousands) | | :----------------------- | :------------------------------------------ | | -10 Basis Points | $(1,451) | | Base Interest Rate | $0 | | +10 Basis Points | $1,451 | | +50 Basis Points | $7,256 | | +100 Basis Points | $14,512 | - REIT income test purposes limit the company's ability to hedge asset-related risks, such as credit and interest rate exposure on loan assets[281] Item 4. Controls and Procedures Confirms the effectiveness of disclosure controls and procedures as of March 31, 2022, with no material changes in internal control over financial reporting - The company's disclosure controls and procedures were evaluated and concluded to be effective as of March 31, 2022[286] - No material changes in the company's internal control over financial reporting occurred during the last fiscal quarter[287] PART II. OTHER INFORMATION Presents additional information not covered in the consolidated financial statements, including legal proceedings, risk factors, and equity sales Item 1. Legal Proceedings Details routine litigation matters, with no anticipated material adverse effect on consolidated financial statements - The company is not a party to any pending legal proceeding that would have a material adverse effect on its consolidated financial statements[291] Item 1A. Risk Factors Confirms no material changes to risk factors previously disclosed in the 2021 Annual Report - No material changes from the risk factors previously disclosed in the 2021 Annual Report[292] Item 2. Unregistered Sales of Equity Securities and Use of Proceeds Reports no common stock repurchases in Q1 2022, with $50.0 million remaining authorization under the repurchase program - The company did not purchase any shares of its common stock during the three months ended March 31, 2022[293] - As of March 31, 2022, the company had remaining authorization to repurchase up to $50.0 million of common stock[293] Item 3. Defaults Upon Senior Securities Confirms no reported defaults upon senior securities for the period - No defaults upon senior securities were reported[294] Item 4. Mine Safety Disclosures States that this item is not applicable to the company - Not applicable[295] Item 5. Other Information Indicates no other information was reported for the period - No other information was reported[296] Item 6. Exhibits Lists exhibits filed with Form 10-Q, including Sarbanes-Oxley certifications and Inline XBRL financial information - Includes Certifications pursuant to Section 302 and 906 of the Sarbanes-Oxley Act[299] - Financial information from the Quarterly Report is formatted in Inline XBRL[299] SIGNATURES Lists the key executives who signed the financial report, affirming its accuracy and completeness - The report is signed by Jay Sugarman (Chairman of the Board and Chief Executive Officer), Brett Asnas (Chief Financial Officer), and Garett Rosenblum (Chief Accounting Officer)[302][303]