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Less: accumulated depreciation

Real estate

Real estate, at cost

413,145

(2,752)

410,393

140,069

Total real estate, net and real estate-related intangible assets, net

550,462

Cash and cash equivalents

^[1]

91,327

Restricted cash

2,976

Ground and other lease income receivable, net

Deferred ground and other lease income receivable, net

2,422

Deferred expenses and other assets, net

3,337

Total assets

650,524

Liabilities:

Accounts payable, accrued expenses and other liabilities

6,783

58,114

Debt obligations, net

227,396

Total liabilities

292,293

Commitments and contingencies (refer to Note 7)

Safety, Income and Growth, Inc. shareholders' equity:

Common stock, $0.01 par value, 400,000 shares authorized, 18,190 and 0 shares issued and outstanding as of September 30, 2017 and December 31, 2016, respectively

182

Additional paid-in capital

363,465

Retained earnings (deficit)

(5,173)

Accumulated other comprehensive income (loss)

(243)

Total equity

^[2]

358,231

Total liabilities and equity

$ 650,524

Less: accumulated depreciation

Real estate

Real estate, at cost

165,699

(61,221)

104,478

32,680

Total real estate, net and real estate-related intangible assets, net

137,158

Cash and cash equivalents

^[1]

Restricted cash

Ground and other lease income receivable, net

3,482

Deferred ground and other lease income receivable, net

8,423

Deferred expenses and other assets, net

6,604

Total assets

155,667

Liabilities:

Accounts payable, accrued expenses and other liabilities

1,576

Debt obligations, net

Total liabilities

1,576

Commitments and contingencies (refer to Note 7)

Safety, Income and Growth, Inc. shareholders' equity:

Total equity

^[2]

154,091

Total liabilities and equity

$ 155,667

[1]	The combined statements of cash flows prior to April 14, 2017 represent the activity of Safety, Income & Growth Inc. Predecessor.
[2]	The combined statements of changes in equity prior to April 14, 2017 represent the activity of Safety, Income & Growth Inc. Predecessor.

Combined and Consolidated Balance Sheets (Unaudited) (Parenthetical) - $ / shares	Sep. 30, 2017	Dec. 31, 2016
Common Stock, shares outstanding (in shares)	18,190,000
The Company
Common Stock, par value (in dollars per share)	$ 0.01
Common Stock, shares authorized (in shares)	400,000,000
Common Stock, shares issued (in shares)	18,190,000
Common Stock, shares outstanding (in shares)	18,190,000
Predecessor
Common Stock, par value (in dollars per share)		$ 0.01
Common Stock, shares authorized (in shares)		400,000,000
Common Stock, shares issued (in shares)		0
Common Stock, shares outstanding (in shares)		0

Combined and Consolidated Statements of Operations (Unaudited) - USD ($)
shares in Thousands, $ in Thousands

3 Months Ended

6 Months Ended

9 Months Ended

Sep. 30, 2017

Apr. 13, 2017

Sep. 30, 2016

Sep. 30, 2017

Sep. 30, 2016

Weighted average number of common shares:

Dividends declared, per share (usd per share)

$ 0.1566

Reimbursable property taxes

$ 100

$ 400

Non-cash rent expense related to the amortization of a below market Lease

200

$ 500

Ground and other lease income

Revenues:

^[1]

6,172

$ 10,374

Other income

^[1]

Total revenues

6,256

10,460

Costs and expenses:

Interest expense

^[1]

2,445

4,313

Real estate expense

^[1],[2]

472

897

General and administrative

^[1]

2,266

4,139

^[3]

^[1]

1,672

2,821

Other expense

^[1]

122

615

Total costs and expenses

^[1]

6,977

12,785

Income (loss) from operations

^[1]

(721)

(2,325)

^[1]

Basic and diluted (in dollars per share)

^[1],[4]

$ (721)

$ (2,325)

^[3],[5]

Net income (loss)

^[1]

$ (0.04)

$ (0.18)

Weighted average number of common shares:

Basic and diluted (in shares)

^[1]

18,190

12,731

Dividends declared, per share (usd per share)

^[6]

$ 0.15

$ 0.1566

Non-cash rent expense related to the amortization of a below market Lease

^[3]

$ 754

Ground and other lease income

Revenues:

^[1]

$ 5,916

$ 4,749

$ 14,005

Other income

^[1]

108

Total revenues

^[1]

6,024

4,772

14,037

Costs and expenses:

Interest expense

^[1]

2,432

2,090

6,072

Real estate expense

^[1],[2]

210

241

604

General and administrative

^[1]

901

^[3]

786

2,356

^[3]

^[1]

1,143

706

2,089

Other expense

^[1]

Total costs and expenses

^[1]

4,686

3,823

11,121

Income (loss) from operations

^[1]

1,338

949

2,916

^[1]

508

Weighted average number of common shares:

^[1],[4]

1,846

^[3],[5]

$ 949

2,916

^[3],[5]

Non-cash rent expense related to the amortization of a below market Lease

^[3]

$ 118

$ 310

[1]	The combined statements of operations prior to April 14, 2017 represent the activity of Safety, Income & Growth Inc. Predecessor.
[2]	For the three and nine months ended September 30, 2017, real estate expense includes reimbursable property taxes at one of the Company's properties of $0.1 million and $0.4 million, respectively. For the three and nine months ended September 30, 2017, real estate expense includes non-cash rent expense related to the amortization of a below market lease asset at one of the Company's hotel properties of $0.2 million and $0.5 million, respectively.
[3]	The combined statements of cash flows prior to April 14, 2017 represent the activity of Safety, Income & Growth Inc. Predecessor.
[4]	The combined statements of comprehensive income prior to April 14, 2017 represent the activity of Safety, Income & Growth Inc. Predecessor.
[5]	The combined statements of changes in equity prior to April 14, 2017 represent the activity of Safety, Income & Growth Inc. Predecessor.
[6]	Dividends declared per share for the period from April 14, 2017 to September 30, 2017 represents the dividends declared per share for the period beginning with the Company's initial public offering on June 27, 2017 to September 30, 2017.

Combined and Consolidated Statements of Comprehensive Income - USD ($)
$ in Thousands

3 Months Ended

6 Months Ended

9 Months Ended

Sep. 30, 2017

Apr. 13, 2017

Sep. 30, 2016

Sep. 30, 2017

Sep. 30, 2016

Other comprehensive income:

Unrealized (loss) gain on derivatives

$ (100)

$ (200)

Unrealized (loss) gain on derivatives

^[1],[2]

(721)

(2,325)

^[3],[4]

Other comprehensive income:

^[1]

(117)

(243)

Other comprehensive income (loss)

^[1]

(117)

(243)

^[4]

Comprehensive income (loss)

^[1]

$ (838)

$ (2,568)

Unrealized (loss) gain on derivatives

^[1],[2]

$ 1,846

^[3],[4]

$ 949

$ 2,916

^[3],[4]

Other comprehensive income:

^[1]

415

Other comprehensive income (loss)

^[1]

415

Comprehensive income (loss)

^[1]

$ 2,261

$ 949

$ 2,916

[1]	The combined statements of comprehensive income prior to April 14, 2017 represent the activity of Safety, Income & Growth Inc. Predecessor.
[2]	The combined statements of operations prior to April 14, 2017 represent the activity of Safety, Income & Growth Inc. Predecessor.
[3]	The combined statements of cash flows prior to April 14, 2017 represent the activity of Safety, Income & Growth Inc. Predecessor.
[4]	The combined statements of changes in equity prior to April 14, 2017 represent the activity of Safety, Income & Growth Inc. Predecessor.

Combined and Consolidated Statements of Changes in Equity - USD ($)
$ in Thousands

Total

Initial Capitalization

IPO and Private Placement

Common Stock at Par

Initial Capitalization

Common Stock at Par

IPO and Private Placement

Additional Paid-In Capital

Initial Capitalization

Additional Paid-In Capital

IPO and Private Placement

Retained Earnings (Deficit)

Accumulated Other Comprehensive Income (Loss)

Stockholders' equity, beginning balance (Predecessor) at Dec. 31, 2015

^[1]

$ 144,029

Increase (Decrease) in Stockholders' Equity [Roll Forward]

Net income (loss) | Predecessor

^{[1],[2],[3],[4]}

2,916

Net transactions with iStar Inc. | Predecessor

^[1]

666

Change in accumulated other comprehensive income (loss) | Predecessor

^[3]

Dividends | Predecessor

^[2]

Stockholders' equity, ending balance (Predecessor) at Sep. 30, 2016

^[1]

147,611

Stockholders' equity, beginning balance (Predecessor) at Dec. 31, 2016

^[1]

154,091

Increase (Decrease) in Stockholders' Equity [Roll Forward]

Net income (loss) | Predecessor

^{[1],[2],[3],[4]}

1,846

Net transactions with iStar Inc. | Predecessor

^[1]

(220,813)

Change in accumulated other comprehensive income (loss) | Predecessor

415

^[3]

$ 415

^[1]

Dividends | Predecessor

^[2]

Stockholders' equity, ending balance (Predecessor) at Apr. 13, 2017

^[1]

(64,461)

Increase (Decrease) in Stockholders' Equity [Roll Forward]

Net income (loss) | The Company

^[1]

(2,325)

^[2],[3],[4]

$ (2,325)

Change in accumulated other comprehensive income (loss) | The Company

$ (2,325)

^[1]

(243)

^[3]

(243)

Proceeds from issuance of common stock | The Company

^[1]

$ 113,000

$ 250,000

$ 57

$ 125

$ 112,943

$ 249,875

Contributions from iStar | The Company

^[1]

20,113

$ 20,113

Offering costs | The Company

^[1]

(20,232)

Issuance of common stock to directors | The Company

^[1]

766

Dividends | The Company

^[1]

(2,848)

^[2]

(2,848)

Stockholders' equity, ending balance (The Company) at Sep. 30, 2017

^[1]

$ 358,231

$ 182

$ 363,465

$ (5,173)

$ (243)

[1]	The combined statements of changes in equity prior to April 14, 2017 represent the activity of Safety, Income & Growth Inc. Predecessor.
[2]	The combined statements of cash flows prior to April 14, 2017 represent the activity of Safety, Income & Growth Inc. Predecessor.
[3]	The combined statements of comprehensive income prior to April 14, 2017 represent the activity of Safety, Income & Growth Inc. Predecessor.
[4]	The combined statements of operations prior to April 14, 2017 represent the activity of Safety, Income & Growth Inc. Predecessor.

Combined and Consolidated Statements of Cash Flows - USD ($)
$ in Thousands

3 Months Ended

6 Months Ended

9 Months Ended

Sep. 30, 2017

Apr. 13, 2017

Sep. 30, 2016

Sep. 30, 2017

Sep. 30, 2016

Adjustments to reconcile net income (loss) to cash flows from operating activities:

Amortization of real estate-related intangibles, net

$ 200

$ 500

Cash flows from investing activities:

Changes in restricted cash held in connection with investing activities

^[1]

$ 0

Cash flows from operating activities:

Adjustments to reconcile net income (loss) to cash flows from operating activities:

^[2],[3]

(721)

$ (2,325)

^[1],[4]

Non-cash expense for stock-based compensation

^[3]

2,266

4,139

^[1]

^[1]

766

Deferred ground and other lease income

^[1]

(2,422)

Amortization of real estate-related intangibles, net

^[1]

^[1]

754

Amortization of premium and deferred financing costs on debt obligations, net

^[1]

226

Other operating activities

^[1]

1,447

Changes in assets and liabilities:

Changes in ground and other lease income receivable, net

^[1]

1,394

Changes in deferred expenses and other assets, net

^[1]

Changes in accounts payable, accrued expenses and other liabilities

^[1]

390

Cash flows provided by operating activities

^[1]

4,465

Cash flows from investing activities:

Acquisitions of real estate

^[1]

(270,734)

Proceeds from sales of real estate

^[1]

Changes in restricted cash held in connection with investing activities

^[1]

(2,976)

Other investing activities

^[1]

415

Cash flows used in investing activities

^[1]

(273,295)

Cash flows from financing activities:

Net transactions with iStar Inc.

^[1]

Proceeds from issuance of common stock

^[1]

14,350

^[1]

363,000

Proceeds from debt obligations

^[1]

Payments for deferred financing costs

^[1]

(2,821)

Payment of offering costs

^[1]

(14,372)

Cash flows provided by (used in) financing activities

^[1]

360,157

Changes in cash and cash equivalents

^[1]

91,327

Cash and cash equivalents at end of period

^[1]

$ 91,327

91,327

Supplemental disclosure of non-cash investing and financing activity:

Assumption of debt obligations

^[1]

227,415

Dividends declared to common shareholders

^[1]

5,763

^[1],[4]

2,848

Accrued offering costs

^[1]

1,567

Accrued Funding Obligations

^[1]

Cash flows from operating activities:

Adjustments to reconcile net income (loss) to cash flows from operating activities:

^[2],[3]

1,846

^[1],[4]

$ 949

2,916

^[1],[4]

Non-cash expense for stock-based compensation

^[3]

901

^[1]

786

2,356

^[1]

^[1]

Deferred ground and other lease income

^[1]

(1,271)

(3,261)

Amortization of real estate-related intangibles, net

^[1]

(508)

^[1]

118

310

Amortization of premium and deferred financing costs on debt obligations, net

^[1]

Other operating activities

^[1]

Changes in assets and liabilities:

Changes in ground and other lease income receivable, net

^[1]

2,088

2,208

Changes in deferred expenses and other assets, net

^[1]

(576)

(136)

Changes in accounts payable, accrued expenses and other liabilities

^[1]

(13)

496

Cash flows provided by operating activities

^[1]

2,609

4,889

Cash flows from investing activities:

Acquisitions of real estate

^[1]

(3,915)

Proceeds from sales of real estate

^[1]

508

Other investing activities

^[1]

(1,042)

(1,662)

Cash flows used in investing activities

^[1]

(534)

(5,577)

Cash flows from financing activities:

Net transactions with iStar Inc.

^[1]

(220,813)

666

Proceeds from issuance of common stock

^[1]

^[1]

Proceeds from debt obligations

^[1]

227,000

Payments for deferred financing costs

^[1]

(7,217)

Payment of offering costs

^[1]

(779)

Cash flows provided by (used in) financing activities

^[1]

(1,809)

666

Changes in cash and cash equivalents

^[1]

266

(22)

Cash and cash equivalents at beginning of period

^[1]

$ 266

$ 0

Cash and cash equivalents at end of period

^[1]

266

$ 0

Supplemental disclosure of non-cash investing and financing activity:

Assumption of debt obligations

^[1]