Safehold Inc. (NYSE:SAFE) Q4 2022 Earnings Call Transcript

Safehold Inc. (NYSE:SAFE) Q4 2022 Earnings Call Transcript February 14, 2023

Operator: Good morning and welcome to Safehold’s Fourth Quarter and Fiscal Year 2022 Earnings Conference Call. As a reminder, today’s conference is being recorded. At this time, for opening remarks and introductions, I would like to turn the conference over to Pearse Hoffmann, Senior Vice President of Capital Markets and Investor Relations. Please go ahead, sir.

Pearse Hoffmann: Good morning, everyone. Thank you for joining us today for Safehold’s earnings call. On the call today, we have Jay Sugarman, Chairman and Chief Executive Officer; Marcos Alvarado, President and Chief Investment Officer; and Brett Asnas, Chief Financial Officer. This morning, we plan to walk through a presentation that details our fourth quarter and fiscal year 2022 results. The presentation can be found on our website at safeholdinc.com by clicking on the Investors link. There will be a replay of this conference call beginning at 2:00 p.m. Eastern Time today. The dial-in for the replay is 877-481-4010 with a confirmation code 47581. Before I turn the call over to Jay, I’d like to remind everyone that statements in this earnings call which are not historical facts, may be forward-looking.

Our actual results may differ materially from these forward-looking statements and the risk factors that could cause these differences are detailed in our SEC reports. Safehold disclaims any intent or obligation to update these forward-looking statements, except as expressly required by law. Now with that, I’d like to turn it over to Chairman and CEO, Jay Sugarman. Jay?

Jay Sugarman: Thanks, Pearse and thanks to all of you for joining us today. With the merger vote now set for March 9, we’re excited to begin the next phase of Safehold’s growth and continue building our position as the leader of the modern ground lease industry. While unfavorable market conditions and the constraints of the merger process hurt our share price and investment activity in the fourth quarter, 2022 overall included many positives for our company. Strong earnings and portfolio growth, increased dialogue with customers and brokers and initial steps to highlight the value of CARET were all important milestones in the execution of our long-term strategy. With the benefit of a simpler, stronger and better safe hold post-merger, we look forward to getting back to work as markets restabilize.

To delivering customers efficient capital solutions for their needs and to improving the broader market’s recognition of our company’s value and growth potential. And with that, let’s turn it over to Marcos and Brett to recap the quarter and the year. Marcos?

Marcos Alvarado: Thank you, Jay and good morning, everyone. Let’s begin on Slide 4. 2022 was another strong year for Safehold as we continue to scale the business. We closed 26 new ground lease investments totaling $1.4 billion. And at year-end, our unrealized capital appreciation account for the portfolio stood at an estimated $10.5 billion. We continue to have success across different property types and locations. Creating ground leases in 15 unique markets in 2022, including 4 institutional life science assets in Boston and the Bay Area and 15 multifamily assets across several markets, including New York, Los Angeles, Nashville, Denver and Miami. Over the course of the year, as inflation, higher rates and other macro shocks played out, the broader markets experienced significant volatility across all asset classes.

These headwinds and limited liquidity have caused a revaluation of assets which in turn has led to a slowdown in overall transaction volume as buyers and sellers search for equilibrium. As we mentioned last earnings call, we certainly are not immune to the slowdown as our customers are assessing their capital solutions in a repriced market while going through their own value discovery. We remain cautiously optimistic but expect this uncertainty around deal volume to persist here in the near term. That said, we are well positioned and ready for the inevitable market rebound and have ample liquidity to fund new ground lease transactions as those opportunities arise. During 2022, we raised $934 million of new capital, consisting of $625 million of long-term unsecured debt and $309 million of equity.

Notably, these debt raises were our first 30-year issuances in the unsecured market. Being able to enter the 30-year unsecured market with accretive financing only 1 year after receiving investment-grade credit ratings, underscores the high-quality credit profile of our business. We are very encouraged by the overall credit momentum which is evidenced by the 2 positive outlook changes in the last 6 months, putting us 1 step closer to that single-A rating we’re striving for. As we previously announced, the forthcoming merger with iStar is expected to have tangible benefits that set up Safehold for long-term success. Internalizing brings management and all of Safehold’s accumulated IP in-house. And from an earnings perspective, this significantly lowers the long-term cost structure of the business relative to the current externally managed architecture.

Finally, on the investor front. This is expected to enhance our access to new sources of capital in both the debt and equity markets, more than doubling our free float and diversifying our shareholder base. Continuing on, let me discuss our investment activity on Slide 5. During the quarter, we originated 3 new ground leases totaling $79 million. Among these, we funded $27 million during the quarter and expect to fund the $52 million of the unfunded balance in the coming quarters. Additionally, we funded $41 million during the quarter associated with prior ground lease commitments. These 3 new originations were all multifamily properties and span 3 different markets. As we mentioned last quarter, we’ve increased our pricing. The new ground leases we originated during the quarter generated a weighted average yield of 6.9% assuming 0% inflation which is over 100 basis points higher than the 5.8% yield for the investments we made in the third quarter.

The credit metrics associated with these deals are in line with our targets. As rates and spreads move, we’ll continue to examine pricing dynamics that work both for our customers and for our business. It is our belief that creating ground leases at these current levels will lead to significant long-term value creation for the company. Slide 6 provides a snapshot of our portfolio growth during the quarter. At the end of the quarter, our aggregate portfolio stood at approximately $6.2 billion, representing 18x growth since our IPO over 5.5 years ago. We remain focused on targeting high-quality assets. We were pleased to close transactions in 3 unique markets during the quarter. And with that, let me turn it over to Brett to go through the financials.

Brett?

Brett Asnas: Thank you, Marcos and good morning, everyone. Continuing on Slide 7, let me detail our quarterly earnings results. Revenues were $73.4 million for the fourth quarter. Net income was $21.8 million and earnings per share was $0.35. For the year, this brought revenue to $270.3 million, up 45% and net income to $135.4 million, up 85% and earnings to $2.21 per share, up 64%. However, it should be noted that the fourth quarter included certain onetime costs related to the merger and CARET. Excluding those items, net income for the fourth quarter would have been $25 million, an increase of 17% versus the same period last year and earnings per share would have been $0.40, 7% above the $0.38 we earned in the prior year period.

For the year, net income, excluding onetime items, was $98.5 million, up 38% and earnings was $1.61 per share, up 22%. On Slide 8, we detail our portfolios yield under various inflation scenarios. As we previously discussed, the market largely values our cash flows relative to long-term high-grade bonds. Particularly throughout the past year, we’ve seen a high correlation between our stock price and the yields on these bonds. As discount rates moved higher, there’s been a corresponding decrease in the value of our contractual cash flows and consequently in our stock price. Conversely, as rates have found their footing a bit more this year, we have seen an uptick in our stock price. However, our cash flows are not fixed like these comparable long-term bonds, 95% of our portfolio has some form of inflation protection built in.

The current portfolio generates a cash yield of 3.4% and an annualized yield of 5.1% which presumes a 0% inflationary environment for the duration of our ground leases. If you take into account the latest long-term inflation expectations of 2.24%, our inflation-based rent increases will drive the portfolio to yield 5.7%. If inflation steps back down to 2.0%, our portfolio will yield 5.6%. And if it moves up to 3.0%, our portfolio will yield 6.2%. This additional yield is consequential when compounded over the ultra-long duration of our ground leases. Additional portfolio metrics can be seen on Slide 9. At the end of the fourth quarter, our portfolio’s weighted average ground lease to value was 40% and weighted average rent coverage was 3.9x.

By property type, our portfolio consists of 45% office, 36% multifamily, 12% hotel, 4% life science and 3% mixed-use and other. Our weighted average extended lease term is 93 years. Moving to Slide 10. We show a geographic breakdown of our portfolio as we continue to expand our footprint in the nation’s top markets. New markets in 2022 included Boston, Baltimore and Sacramento which combined for approximately 8% of the total portfolio at year-end. Slide 11, provides an overview on our capital structure. Subsequent to quarter end, Safehold closed an additional $500 million unsecured revolving credit facility, increasing the company’s total unsecured credit lines to $1.85 billion. These combined credit lines provide significant operational and financial flexibility while strengthening our liquidity position at a time of market uncertainty.

Additionally, these capital commitments demonstrate both the strength of our banking relationships and credit profile, positioning us well to fund new originations as opportunities present themselves. At the end of the fourth quarter, we had $3.8 billion of debt comprised of approximately $1.5 billion of nonrecourse secured debt, $1.4 billion of unsecured notes and $272 million of our pro rata share of debt on ground leases which we own with joint venture partners. Our weighted average debt maturity is 24 years. In addition, we had $690 million drawn on our unsecured revolver. Combined with cash on hand and including the additional $500 million unsecured revolving credit facility closed post quarter end, we had approximately $1.2 billion of available liquidity.

We are levered 1.8x on a total debt-to-book equity basis. The effective interest rate booked on our non-revolver debt is 3.7% which is a 138 basis point spread to the 5.1% annualized yield on our portfolio. The portfolio’s annualized cash yield is 3.4%, a 17 basis point spread to our 3.2% cash interest rate. On Slide 12, we provide an update on UCA. As of year-end, the estimated value of all of the unrealized capital appreciation sitting above our land increased by $16 million to approximately $10.5 billion, a 78% CAGR since IPO. In total, the UCA portfolio is comprised of approximately 33 million square feet of institutional quality commercial real estate. Consisting of 14.9 million square feet of multifamily, 13.2 million square feet of office, 3.8 million square feet of hotels, 700,000 square feet of life science and 700,000 square feet of mixed-use and other property types.

And with that, let me turn it back to Jay to walk through Slide 13 which provides an update on the progress we’ve made with CARET in 2022.

Jay Sugarman: Thanks, Brett. We believe CARET is a powerful asset and an asset that remains misunderstood and misvalued in our stock price. Slide 13 highlights the steps taken over the last year to push CARET forward and improve its value recognition for the enterprise. As a reminder, CARET is intended to crystallize the value of the portfolio of future ownership rights that Safehold controls. While ownership occurs in the future, today’s underlying values can be estimated on a regular basis and used to demonstrate the growing scale and breadth of the portfolio. CARET is integral to our modern ground lease model and a tremendous differentiator for Safehold. And with Safehold being CARET’s largest owner, Safehold shareholders have the most to gain by seeing CARET’s value reflected in the stock.

As a result, we’re pleased to have offered 2 investment rounds in CARET in 2022. The first in January to a group that included sophisticated family offices, crop tech funds, sovereign wealth funds and certain high net worth investors who committed to invest $24 million at a $1.75 billion CARET enterprise value. Those investors received a redemption option for their money back if certain liquidity conditions weren’t met. The second round will also raise $24 million, was set at a $2 billion enterprise valuation and will close at the time of the merger. MSD Partners led this round with a $20 million commitment and several of the first round participants will also invest in this round alongside MSD. This round does not include a redemption right.

In connection with the merger and MSD negotiations, there were certain changes to the CARET documents proposed which we believe enhance the alignment between Safe and CARET, clearly separate bond economics and capital appreciation economics in the portfolio and should help make the value of CARET clear for Safehold shareholders. Having CARET’s value reflected in the stock remains a priority and we are optimistic that 2023 could be a turning point in the investment community’s perception and appreciation of CARET and we will continue to underscore its value in our many upcoming discussions with investors. So with that, operator, let’s go ahead and open it up for questions.

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Q&A Session

Operator: Thank you. Your first question for today is coming from Stephen Laws with Raymond James.

Stephen Laws: Jay, I want to follow up. I’ll start with the CARET which you ended with. Can you talk about the pursuit of a listing there that needs to take place over the next 12 months is laid out under the terms in that first investment and kind of what are the different options that you’re looking at? And kind of what’s the timing of how that should play out over the course of this year?

Jay Sugarman: Stephen, yes. So first things first, we want to get this merger behind us, turn the rockets back on the investment side. We think the CARET story just continues to gain interest. And with this potential closing of this next round with the kind of names that are involved with it. We think it’s a very powerful story but we’ve got more work to do to spread that story before we consider something like a listing. But certainly, our view is the value is demonstrable both privately and publicly. And so that remains part of our longer-term plans.

Stephen Laws: Marcos, you talked about low volumes likely near term given some volatility other things which in a price discovery in the market. what are the 1 or 2 things you’re kind of looking for to kind of turn that back on, on the origination side, especially given the available liquidity you currently have?

Marcos Alvarado: Stephen, so I would characterize Q4 as kind of a liquidity desert. It was pretty dry out there across the board. And unless you absolutely had to do something. You didn’t make a capital decision. The thing for us that we look at is kind of internal pipeline and it seems to have picked up as we sort of turned over into the new year. While liquidity is still scarce across the board, there are certain asset classes like multifamily that have started to reprice. The agencies are still providing capital. Our team was out at the housing conference in Las Vegas a couple of weeks ago and the amount of transaction and engagement that they had with customers out there gives me some optimism for the second half of this year that we’ll start to see some transaction volume.

Stephen Laws: Great. Appreciate the color. And lastly, Brett, can you give us an idea of how — how much more expenses are left that are merger-related that will be taken in the first quarter between now and close, what’s left to expense?

Brett Asnas: Sure. Absolutely, Stephen. As far as merger costs for last year, we took a shade under $8 million and we would expect that the remaining merger costs will be approximately $6 million. And most of that will go through the P&L, obviously, when the merger closes. So dependent on the timeline that we have discussed, those should flow through the P&L at the merger closing timing.

Operator: Your next question for today is coming from Matthew Howlett at B. Riley.

Matthew Howlett: First, the book does go through, just curious how long you think it will take to close this transaction?

Jay Sugarman: Matt, yes, I think the goal is to close as expeditiously as possible. It would be great to close at the end of a quarter that just makes everything easier. So that would be our initial target. Obviously, we don’t control all the pieces of the puzzle but we do feel pretty good that once the vote is done, we will push everything as fast as we can and hopefully be able to look at that end of a quarter as a target date.