UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 


 

FORM 8-K

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported): February 28, 2008

 


 

iStar Financial Inc.

(Exact name of registrant as specified in its charter)

 

Maryland

 

1-15371

 

95-6881527

(State or other jurisdiction of
incorporation)

 

(Commission File Number)

 

(IRS Employer
Identification Number)

 

1114 Avenue of the Americas, 27th Floor
New York, New York

 


10036

(Address of principal executive offices)

 

(Zip Code)

 

Registrant’s telephone number, including area code:  (212) 930-9400

 

N/A

(Former name or former address, if changed since last report.)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

o

 

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

 

 

o

 

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

 

 

o

 

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

 

 

o

 

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 

 



 

 

ITEM 2.02

 

Results of Operations and Financial Condition.

 

On February 28, 2008, iStar Financial Inc. issued an earnings release announcing its financial results for the fourth quarter and fiscal year ended December 31, 2007.  A copy of the earnings release is attached as Exhibit 99.1 hereto and incorporated herein by reference.

 

The information in this Current Report, including the exhibit hereto, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section.  The information in this Current Report shall not be incorporated by reference into any registration statement or other document pursuant to the Securities Act of 1933, as amended, unless it is specifically incorporated by reference therein.

 

 

ITEM 9.01

 

Financial Statements and Exhibits.

 

Exhibit 99.1

 

Earnings Release.

 

 

 

 

 

2



 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

 

iSTAR FINANCIAL INC.

 

 

 

 

 

 

Date:    February 28, 2008

By:

/s/ Jay Sugarman

 

 

Jay Sugarman

 

 

Chairman and Chief Executive Officer

 

 

 

 

 

 

Date:    February 28, 2008

By:

/s/ Catherine D. Rice

 

 

Catherine D. Rice

 

 

Chief Financial Officer

 

 

 

 

 

3



 

 

EXHIBIT INDEX

 

 

Exhibit

 

 

Number

 

Description

 

 

 

99.1

 

Earnings Release.

 

 

 

 

 

 

4


Exhibit 99.1

 

 

iStar Financial Inc.

1114 Avenue of the Americas

New York, NY 10036

(212) 930-9400

 

News Release

 

Catherine D. Rice

 

Andrew G. Backman

Chief Financial Officer

 

Senior Vice President – Investor Relations

 

iStar Financial Announces Fourth Quarter and Fiscal Year 2007 Results

 

·            Total revenues reach $413.8 million and record $1.4 billion for the fourth quarter and fiscal year 2007, respectively.

 

·            Company records $134.9 million of non-cash mark-to-market impairments in its Corporate Loan and Debt portfolio; also records loan loss provision of $113.0 million in fourth quarter.

 

·            Inclusive of non-cash impairments, adjusted earnings (loss) per diluted common share were ($0.29) and $2.72 for the fourth quarter and fiscal year 2007, respectively. Excluding the impact of these non-cash charges, adjusted earnings per diluted common share were $0.74 and $3.75 for the fourth quarter and fiscal year 2007, respectively.

 

·            Company forms $500 million joint venture with private equity real estate fund to invest in large commercial real estate loans.

 

·            Company signs definitive agreement to sell TimberStar’s southwest portfolio for a significant gain.

 

·            Company expects fiscal year 2008 adjusted earnings of $3.50 - $4.00 per diluted common share and GAAP earnings of $4.00 - $4.50 per diluted common share.

 

NEW YORK February 28, 2008 – iStar Financial Inc. (NYSE: SFI), a leading publicly traded finance company focused on the commercial real estate industry, today reported results for the fourth quarter and fiscal year ended December 31, 2007.

 

“We’ve recently taken a number of steps to increase our liquidity position, improve our financial flexibility and position us to take advantage of new opportunities in this dislocated market,” said Jay Sugarman, iStar’s chairman and chief executive officer. “Our quarterly earnings include both increased reserves and mark-to-market impairments, reflecting the impact of the current credit environment on specific investments in our portfolio, as well as the continued stresses in the overall market. Our solid balance sheet, diversified portfolio and deep experience and track record through many market cycles will enable us to begin moving forward and to find the best risk-adjusted returns across multiple asset classes.”

 

 



 

Fourth Quarter 2007 Results

 

iStar reported adjusted earnings (loss) allocable to common shareholders for the quarter of ($36.6) million or ($0.29) per diluted common share. Included in fourth quarter earnings were $134.9 million of non-cash charges associated with the impairment of two credits that are accounted for as held-to-maturity debt securities in its Corporate Loan and Debt portfolio. These securities are performing and continue to pay interest. Accounting standards for these securities do not allow for loan loss reserves to be taken on these assets; the standards require that the value be impaired based on a significant drop in market price and on management’s current assessment that the decline is other than temporary.

 

Excluding the effect of these impairments, adjusted earnings allocable to common shareholders for the fourth quarter were $95.4 million or $0.74 per diluted common share. This compares with $110.1 million or $0.91 per diluted common share for the fourth quarter 2006. Adjusted earnings represent net income computed in accordance with GAAP, adjusted for preferred dividends, depreciation, depletion, amortization, gain (loss) from discontinued operations and ineffectiveness on interest rate hedges.

 

Net income (loss) allocable to common shareholders for the fourth quarter was ($78.7) million, or ($0.62) per diluted common share, compared to $79.2 million, or $0.65 per diluted common share for the fourth quarter 2006. The year-over-year decrease was due to the impact of the non-cash impairment charges and higher provision for loan losses in the fourth quarter. Please see the financial tables that follow the text of this press release for a detailed reconciliation of adjusted earnings to GAAP net income.

 

Net investment income for the quarter was $220.6 million, compared to $122.2 million for the fourth quarter 2006. The year-over-year increase was due to growth in the overall loan portfolio, primarily due to the addition of the Fremont assets, as well as the amortization of $43.0 million of Fremont loan purchase discount recognized in the quarter. Net investment income represents interest income, operating lease income and earnings from equity method investments, less interest expense, operating costs for corporate tenant lease assets and loss on early extinguishment of debt.

 

The Company announced that during the fourth quarter, it closed 15 new financing commitments, for a total of $704.8 million. Of that amount, $213.0 million was funded during the quarter. In addition, the Company funded $1.1 billion under pre-existing commitments and received $504.6 million in principal repayments.

 

During the quarter, iStar took title to three properties that served as collateral on its loans, resulting in $19.3 million of charge-offs against the Company’s reserve for loan losses. All of the loans were previously on non-performing loan (NPL) status.

 

2



 

“In certain instances it has become absolutely clear to us that, in order to recover maximum potential value, we need to control the collateral securing our loan,” Sugarman said. “As an owner of over 40 million square feet of commercial real estate across the country, we have the capability to manage and increase the value of our properties through our extensive in-house resources, including asset managers, leasing experts, construction professionals and significant local relationships.”

 

For the quarter ended December 31, 2007, the Company generated adjusted return on average common book equity of (6.1%). Excluding the non-cash impairments, adjusted return on average common book equity for the quarter was 15.0%.

 

The Company’s equity represented 23% of total capitalization at quarter end and its debt to book equity plus accumulated depreciation/depletion and loan loss reserves, all as determined in accordance with GAAP, was 3.4x.

 

The Company’s net finance margin, calculated as the rate of return on assets less the cost of debt, was 4.34% for the quarter. Excluding the impact of the amortization of the Fremont loan portfolio purchase discount, the Company’s net finance margin was 3.16% for the quarter, versus 3.53% in the previous quarter.

 

Fiscal Year 2007 Results

 

Adjusted earnings allocable to common shareholders for the year ended December 31, 2007, were $347.8 million or $2.72 per diluted share. Excluding the non-cash impairment charges, adjusted earnings allocable to common shareholders were $479.8 million or $3.75 per diluted share. This compares to $419.4 million or $3.61 per diluted share for the year ended December 31, 2006.

 

Net income allocable to common shareholders for the year ended December 31, 2007, was $192.3 million or $1.51 per diluted common share, compared to $324.5 million or $2.79 per diluted common share for the year ended December 31, 2006.

 

Net investment income and total revenue were $694.4 million and $1.4 billion, respectively, for the year ended December 31, 2007, versus $435.1 million and $959.9 million, respectively, for the year ended December 31, 2006.

 

Net asset growth for 2007 was $5.0 billion, including $5.0 billion of fundings in 138 new financing commitments, $2.7 billion in additional fundings and $2.7 billion in repayments and asset sales. This compares to net asset growth of $2.5 billion for fiscal year 2006.

 

“Results for the year show that, while a portion of our investments are experiencing stress due to market conditions, the strength of our balance sheet and value of our diversified portfolio remain competitive advantages and our first mortgage residential construction positions remain generally well protected. The credit issues we do have in our real estate portfolio are knowable and underwritable, and we continue to work with our borrowers to reach resolutions,” said Sugarman.

 

3



 

Capital Markets Summary

 

As of December 31, 2007, the Company had $1.2 billion available under $3.9 billion in revolving credit facilities. In addition, the Company had $1.3 billion outstanding on its interim facility used to fund the acquisition of Fremont General’s commercial real estate lending business, versus $1.9 billion at the end of the third quarter.

 

During the quarter, the Company issued $800 million of convertible senior floating rate notes. The notes priced at par, mature on October 1, 2012, and bear interest at a rate of LIBOR plus 0.50%. The notes will be convertible into cash, shares of common stock, or any combination thereof at the Company’s option at an initial conversion price of $45.05, which represented a 30% premium over the closing price on October 10, 2007. The Company used half of the net proceeds to pay down the interim facility used to fund the Fremont acquisition and half to pay down other indebtedness.

 

During the quarter, the Company completed a follow-on equity offering in which it issued eight million shares of its common stock, generating $217.9 million in net proceeds. The Company used the proceeds to pay down the interim facility used to fund the Fremont acquisition.

 

Consistent with its match funding policy under which a one percentage point increase in interest rates cannot impact adjusted earnings by more than 2.5%, as of December 31, 2007, a one percentage point increase in rates would have increased the Company’s adjusted earnings by 0.52%.

 

Other Capital Initiatives

 

The Company said it continues to identify alternate sources of capital in order to maintain its financial flexibility and to take advantage of increasing opportunities in the market.

 

The Company cited several initiatives:

 

·                  The Company is in the process of raising financing secured by a portion of its $3.3 billion corporate tenant lease portfolio, which, if completed, would result in proceeds of approximately $1.0 billion in the second quarter. In addition, the Company is in the process of raising approximately $170 million of capital secured by corporate tenant lease assets of its AutoStar subsidiary which it expects to close in the second quarter.

 

·                  The Company has formed a joint venture with real-estate private equity firm Lubert-Adler to create a $500 million vehicle that will invest primarily in large commercial real estate loans, including first or second mortgage loans, mezzanine loans, unsecured loans, construction loans and loan participations. The investment will be comprised of a $125 million contribution from iStar and a $375 million contribution from Lubert-Adler.

 

4



 

·                  The Company recently announced that one of its timber investments, TimberStar Southwest, has entered into an agreement to sell approximately 900,000 acres of timberland for approximately $1.7 billion. TimberStar Southwest is a joint venture between iStar subsidiary TimberStar and equity investors MSD Capital, York Capital Management and Perry Capital. TimberStar Southwest purchased the properties from International Paper for approximately $1.2 billion in October 2006. Once completed, iStar is expected to receive approximately $400 million of net proceeds from the sale, representing an approximate $215 million cash gain on sale.

 

“Our $16 billion of unencumbered assets are providing us with financial flexibility to tap different capital sources at a time when the capital markets remain disrupted,” said Catherine D. Rice, iStar’s chief financial officer. “In addition, our strong reputation and deep relationships have allowed us to joint venture with one of the premier real estate private equity firms in the market.”

 

Risk Management

 

At December 31, 2007, first mortgages, participations in first mortgages, senior loans and corporate tenant lease investments collectively comprised 87.0% of the Company’s asset base, versus 86.0% in the prior quarter. The Company’s loan portfolio consisted of 78.0% floating rate and 22.0% fixed rate loans, with a weighted average maturity of 3.0 years.

 

The weighted average last dollar loan-to-value ratio for all structured finance assets was 69.3%. At quarter end, the Company’s corporate tenant lease assets were 95.3% leased with a weighted average remaining lease term of 11.2 years. At December 31, 2007, the weighted average risk ratings of the Company’s structured finance and corporate tenant lease assets were 3.07 and 2.50, respectively, versus 2.92 and 2.48, respectively, in the previous quarter.

 

As expected, non-performing loans and watch list assets increased from the prior quarter. On December 31, 2007, the Company had 31 loans on NPL status representing $1.2 billion of gross loan value, compared to 29 loans on NPL status representing $848.7 million of gross loan value in the prior quarter. At the end of the fourth quarter, the Company had 40 loans on its watch list representing $1.6 billion of gross loan value, compared to 28 loans on its watch list representing $1.1 billion of gross loan value in the prior quarter.

 

Gross loan values represent iStar’s book value plus Fremont’s A-participation interest. Excluding Fremont’s A-participation interest on the associated assets, NPL and watch list assets were $719.4 million and $1.2 billion, respectively, compared to NPL and watch list assets in the prior quarter of $428.7 million and $610.5 million, respectively. The Company’s policy is to stop the accrual of interest on loans placed on NPL status. The Company believes it has adequate collateral and loan loss reserves to support the book value for each of the NPL and watch list assets.

 

5



 

The Company had $217.9 million in loan loss reserves at December 31, 2007 versus $52.2 million at December 31, 2006. During the fourth quarter, the Company recorded $113.0 million in loan loss provision versus $62.0 million in the prior quarter. The $51.0 million quarter-over-quarter increase reflects the continued deterioration in the overall credit markets and its impact on the Company’s portfolio as determined in its regular quarterly risk ratings review process.

 

The Company’s total loss coverage, defined as the combination of loan loss reserves of $217.9 million, and remaining purchase discount from the Fremont acquisition of $166.8 million, was $384.7 million or 3.6% of total loan assets at the end of the fourth quarter. This compares to total loss coverage of $344.9 million or 3.2% of total loan assets in the prior quarter. The Company continues to believe its loss coverage provides adequate protection against future loan losses.

 

“As we’ve seen economic and market conditions deteriorate this quarter, we took a prudent stance with respect to our reserves and expect to continue to do so as appropriate,” said Timothy J. O’Connor, iStar’s chief operating officer. “The portfolio remains highly diversified by product type, geographic area, loan structure and origination vintage.”

 

Summary of Fremont Contributions to Quarterly Results

 

At the end of the fourth quarter, the Fremont portfolio, including additional fundings made during the quarter, had a gross loan value of $5.4 billion consisting of 221 loans versus 243 at the end of the third quarter with a gross loan value of $5.5 billion.

 

At the end of the fourth quarter, the value of Fremont’s A-participation interest in the portfolio was $3.0 billion versus $3.4 billion on September 30, 2007. The book value of iStar’s B-participation interest at the end of the fourth quarter was $2.4 billion versus $2.1 billion on September 30, 2007. During the quarter, iStar received $615.5 million in principal repayments of which the Company retained 30%. The balance of principal repayments was paid to Fremont as part of the terms of its participation. The weighted average maturity of the portfolio is approximately 10 months.

 

During the fourth quarter, iStar funded $531.7 million of commitments related to the portfolio. Unfunded commitments at the end of the fourth quarter were $2.2 billion, of which the Company only expects to fund approximately $1.8 billion based upon its comprehensive review of the portfolio. This compares to unfunded commitments of $3.0 billion on September 30, 2007.

 

At December 31, 2007, there were 23 Fremont loans on NPL status with a gross loan value of $825.4 million versus 22 loans at the prior quarter end, with $640.1 million of gross loan value. In addition, there were 25 loans on the Company’s watch list with a gross loan value of $733.7 million versus 22 loans at the prior quarter end, with $781.3 million of gross loan value. Excluding Fremont’s A-participation interest on the associated assets, NPL and watch list assets for the Fremont portfolio were $351.1 million and $358.5 million, respectively, versus $220.1 million and $296.0 million in the prior quarter.

 

6



 

Earnings Guidance

 

Consistent with the Securities and Exchange Commission’s Regulation FD and Regulation G, iStar Financial comments on earnings expectations within the context of its regular earnings press releases.

 

For fiscal year 2008, the Company expects diluted adjusted earnings per common share of $3.50 - $4.00, and diluted GAAP earnings per common share of $4.00 - $4.50. The lower end of these ranges assumes minimal net asset growth in 2008 as well as an asset management focus on maximizing long-term returns rather than minimizing near-term earnings impact.

 

Dividend

 

During the fourth quarter, the Company increased its regular quarterly cash dividend on its common stock to $0.87 per share for the quarter ended December 31, 2007. The $0.87 per share quarterly dividend, or $3.48 per share on an annualized basis, represented an approximate 5% increase over iStar’s previous quarterly dividend rate of $0.825 per share. The fourth quarter dividend was paid on December 31, 2007 to shareholders of record on December 17, 2007.

 

On December 20, 2007, iStar Financial declared a special dividend of $0.25 per share. The special dividend was paid on January 14, 2008 to shareholders of record on December 31, 2007.

 

7



 

[Financial Tables to Follow]

 

*                   *                *

 

iStar Financial Inc. is a leading publicly traded finance company focused on the commercial real estate industry. The Company primarily provides custom-tailored investment capital to high-end private and corporate owners of real estate, including senior and mezzanine real estate debt, senior and mezzanine corporate capital, as well as corporate net lease financing and equity. The Company, which is taxed as a real estate investment trust (“REIT”), seeks to deliver strong dividends and superior risk-adjusted returns on equity to shareholders by providing innovative and value added financing solutions to its customers.

 

iStar Financial will hold a quarterly earnings conference call at 10:00 a.m. EST today, February 28, 2008. This conference call will be broadcast live over the Internet and can be accessed by all interested parties through iStar Financial’s website, www.istarfinancial.com, under the “Investor Relations” section. To listen to the live call, please go to the website’s “Investor Relations” section at least 15 minutes prior to the start of the call to register, download and install any necessary audio software. For those who are not available to listen to the live broadcast, a replay will be available shortly after the call on the iStar Financial website.

 

(Note: Statements in this press release which are not historical fact may be deemed forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Although iStar Financial Inc. believes the expectations reflected in any forward-looking statements are based on reasonable assumptions, the Company can give no assurance that its expectations will be attained. Factors that could cause actual results to differ materially from iStar Financial Inc.’s expectations include completion of pending investments, continued ability to originate new investments, the mix of originations between structured finance and corporate tenant lease assets, repayment levels, the timing of receipt of prepayment penalties, the availability and cost of capital for future investments, competition within the finance and real estate industries, economic conditions, loss experience and other risks detailed from time to time in iStar Financial Inc.’s SEC reports.)

 

8



 

Selected Income Statement Data

(In thousands)

(unaudited)

 

 

 

Three Months Ended

 

Twelve Months Ended

 

 

 

December 31,

 

December 31,

 

 

 

2007

 

2006

 

2007

 

2006

 

 

 

 

 

 

 

 

 

 

 

Net investment income (1)

 

$

220,567

 

$

122,189

 

$

694,397

 

$

435,111

 

Other income

 

21,598

 

20,962

 

103,360

 

78,709

 

Non-interest expense (2)

 

(317,523

)

(58,116

)

(588,286

)

(186,658

)

Minority interest in consolidated entities

 

514

 

154

 

816

 

(1,207

)

Income (loss) from continuing operations

 

(74,844

)

85,189

 

210,287

 

325,955

 

 

 

 

 

 

 

 

 

 

 

Income (loss) from discontinued operations

 

4,990

 

4,076

 

20,839

 

24,645

 

Gain from discontinued operations

 

9

 

2,428

 

7,832

 

24,227

 

Preferred dividends

 

(10,580

)

(10,580

)

(42,320

)

(42,320

)

Net income (loss) allocable to common shareholders and HPU holders (3)

 

$

(80,425

)

$

81,113

 

$

196,638

 

$

332,507

 

 


(1)          Includes interest income, operating lease income and earnings from equity method investments, less interest expense, operating costs for corporate tenant lease assets and loss on early extinguishment of debt.

 

(2)          Includes depreciation and amortization, general and administrative expenses, provision for loan losses and other expenses. Also includes $134.9 million of non-cash impairment charges in the fourth quarter of 2007.

 

(3)          HPU holders are Company employees who purchased high performance common stock units under the Company’s High Performance Unit Program.

 

Selected Balance Sheet Data

(In thousands)

(unaudited)

 

 

 

As of

 

As of

 

 

 

December 31, 2007

 

December 31, 2006

 

 

 

 

 

 

 

Loans and other lending investments, net

 

$

10,949,354

 

$

6,799,850

 

Corporate tenant lease assets, net

 

3,309,866

 

3,084,794

 

Other investments

 

856,609

 

789,647

 

Total assets

 

15,848,298

 

11,059,995

 

Debt obligations

 

12,399,558

 

7,833,437

 

Total liabilities

 

12,894,869

 

8,034,394

 

Total shareholders’ equity

 

2,899,481

 

2,986,863

 

 

9



 

iStar Financial Inc.

Consolidated Statements of Operations

(In thousands, except per share amounts)

(unaudited)

 

 

 

Three Months Ended

 

Twelve Months Ended

 

 

 

December 31,

 

December 31,

 

 

 

2007

 

2006

 

2007

 

2006

 

REVENUES

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest income

 

$

308,128

 

$

161,421

 

$

998,008

 

$

575,598

 

Operating lease income

 

84,092

 

76,632

 

324,210

 

305,583

 

Other income

 

21,598

 

20,962

 

103,360

 

78,709

 

Total revenues

 

413,818

 

259,015

 

1,425,578

 

959,890

 

 

 

 

 

 

 

 

 

 

 

COSTS AND EXPENSES

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest expense

 

186,643

 

119,613

 

627,720

 

429,613

 

Operating costs - corporate tenant lease assets

 

8,088

 

6,146

 

29,727

 

28,848

 

Depreciation and amortization

 

26,333

 

19,733

 

93,944

 

76,226

 

General and administrative (1)

 

36,937

 

29,383

 

165,176

 

96,432

 

Provision for loan losses

 

113,000

 

9,000

 

185,000

 

14,000

 

Other expense

 

141,253

 

 

144,166

 

 

Total costs and expenses

 

512,254

 

183,875

 

1,245,733

 

645,119

 

 

 

 

 

 

 

 

 

 

 

Income (loss) from continuing operations before other items

 

(98,436

)

75,140

 

179,845

 

314,771

 

Earnings from equity method investments

 

23,078

 

9,895

 

29,626

 

12,391

 

Minority interest in consolidated entities

 

514

 

154

 

816

 

(1,207

)

Income (loss) from continuing operations

 

(74,844

)

85,189

 

210,287

 

325,955

 

 

 

 

 

 

 

 

 

 

 

Income from discontinued operations

 

4,990

 

4,076

 

20,839

 

24,645

 

Gain from discontinued operations

 

9

 

2,428

 

7,832

 

24,227

 

Net income (loss)

 

(69,845

)

91,693

 

238,958

 

374,827

 

Preferred dividends

 

(10,580

)

(10,580

)

(42,320

)

(42,320

)

 

 

 

 

 

 

 

 

 

 

Net income (loss) allocable to common shareholders and HPU holders

 

$

(80,425

)

$

81,113

 

$

196,638

 

$

332,507

 

 

 

 

 

 

 

 

 

 

 

Net income (loss) per common share

 

 

 

 

 

 

 

 

 

Basic

 

$

(0.62

)

$

0.66

 

$

1.52

 

$

2.82

 

Diluted (2)

 

$

(0.62

)

$

0.65

 

$

1.51

 

$

2.79

 

 

 

 

 

 

 

 

 

 

 

Net income (loss) per HPU share

 

 

 

 

 

 

 

 

 

Basic (3)

 

$

(116.93

)

$

124.73

 

$

287.93

 

$

533.80

 

Diluted (2) (4)

 

$

(116.47

)

$

123.47

 

$

285.00

 

$

528.67

 

 


(1)   For the three months ended December 31, 2007 and 2006, includes $5,549 and $2,077 of stock-based compensation expense, respectively.  For the years ended December 31, 2007 and 2006, includes $17,601 and $11,435 of stock-based compensation expense, respectively.

 

(2)   For the three months ended December 31, 2006, includes the allocable share of $29 of joint venture income.  For the years ended December 31, 2007 and 2006, includes the allocable share of $85 and $115 of joint venture income, respectively.

 

(3)   For the three months ended December 31, 2007 and 2006, ($1,754) and $1,871 of net income (loss) is allocable to HPU holders, respectively. For the years ended December 31, 2007 and 2006, $4,319 and $8,007 of net income is allocable to HPU holders, respectively.

 

(4)   For the three months ended December 31, 2007 and 2006, ($1,747) and $1,852 of net income (loss) is allocable to HPU holders, respectively. For the years ended December 31, 2007 and 2006, $4,275 and $7,930 of net income is allocable to HPU holders, respectively.

 

10



 

iStar Financial Inc.

Earnings Per Share Information

(In thousands, except per share amounts)

(unaudited)

 

 

 

Three Months Ended

 

Twelve Months Ended

 

 

 

December 31,

 

December 31,

 

 

 

2007

 

2006

 

2007

 

2006

 

EPS INFORMATION FOR COMMON SHARES

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Income (loss) from continuing operations per common share (1)

 

 

 

 

 

 

 

 

 

Basic

 

$

(0.66

)

$

0.61

 

$

1.30

 

$

2.40

 

Diluted (2)

 

$

(0.66

)

$

0.60

 

$

1.29

 

$

2.38

 

 

 

 

 

 

 

 

 

 

 

Net income (loss) per common share

 

 

 

 

 

 

 

 

 

Basic

 

$

(0.62

)

$

0.66

 

$

1.52

 

$

2.82

 

Diluted (2)

 

$

(0.62

)

$

0.65

 

$

1.51

 

$

2.79

 

 

 

 

 

 

 

 

 

 

 

Weighted average common shares outstanding

 

 

 

 

 

 

 

 

 

Basic

 

127,267

 

120,191

 

126,801

 

115,023

 

Diluted

 

127,798

 

121,498

 

127,792

 

116,219

 

 

 

 

 

 

 

 

 

 

 

EPS INFORMATION FOR HPU SHARES

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Income (loss) from continuing operations per HPU share (1)

 

 

 

 

 

 

 

 

 

Basic

 

$

(124.20

)

$

114.73

 

$

246.13

 

$

455.40

 

Diluted (2)

 

$

(123.67

)

$

113.60

 

$

243.47

 

$

450.94

 

 

 

 

 

 

 

 

 

 

 

Net income (loss) per HPU share (3)

 

 

 

 

 

 

 

 

 

Basic

 

$

(116.93

)

$

124.73

 

$

287.93

 

$

533.80

 

Diluted (2)

 

$

(116.47

)

$

123.47

 

$

285.00

 

$

528.67

 

 

 

 

 

 

 

 

 

 

 

Weighted average HPU shares outstanding

 

 

 

 

 

 

 

 

 

Basic

 

15

 

15

 

15

 

15

 

Diluted

 

15

 

15

 

15

 

15

 

 


(1)   For the three months ended December 31, 2007 and 2006, excludes preferred dividends of $10,580.  For the years ended December 31, 2007 and 2006, excludes preferred dividends of $42,320.

 

(2)   For the three months ended December 31, 2007 and 2006, includes the allocable share of $0 and $29 of joint venture income, respectively.  For the years ended December 31, 2007 and 2006, includes the allocable share of $85 and $115 of joint venture income, respectively.

 

(3)   As more fully explained in the Company’s quarterly SEC filings, three plans of the Company’s HPU program vested in December 2002, December 2003 and December 2004. Each of the respective plans contain 5 HPU shares. Cumulatively, these 15 shares were entitled to ($1,754) and $1,871 of net income (loss) for the three months ended December 31, 2007 and 2006, respectively, and $4,319 and $8,007 of net income for the years ended December 31, 2007 and 2006, respectively. On a diluted basis, these cumulative 15 shares were entitled to ($1,747) and $1,852 of net income (loss) for the three months ended December 31, 2007 and 2006, respectively, and $4,275 and $7,930 of net income for the years ended December 31, 2007 and 2006, respectively.

 

11



 

iStar Financial Inc.

Reconciliation of Adjusted Earnings to GAAP Net Income

(In thousands, except per share amounts)

(unaudited)

 

 

 

Three Months Ended

 

Twelve Months Ended

 

 

 

December 31,

 

December 31,

 

 

 

2007

 

2006

 

2007

 

2006

 

ADJUSTED EARNINGS (1)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income (loss)

 

$

(69,845

)

$

91,693

 

$

238,958

 

$

374,827

 

Add: Depreciation, depletion and amortization

 

28,254

 

21,267

 

99,427

 

83,058

 

Add: Joint venture income

 

 

31

 

92

 

123

 

Add: Joint venture depreciation, depletion and amortization

 

9,834

 

6,848

 

40,826

 

14,941

 

Add: Amortization of deferred financing costs

 

8,145

 

5,849

 

28,367

 

23,520

 

Add: Hedge ineffectiveness, net

 

(3,183

)

 

(239

)

 

Less: Preferred dividends

 

(10,580

)

(10,580

)

(42,320

)

(42,320

)

Less: Gain from discontinued operations

 

(9

)

(2,428

)

(7,832

)

(24,227

)

Less: Joint venture gain from discontinued operations

 

 

 

(1,572

)

 

 

 

 

 

 

 

 

 

 

 

Adjusted earnings (loss) allocable to common shareholders and HPU holders:

 

 

 

 

 

 

 

 

 

Basic

 

$

(37,384

)

$

112,649

 

$

355,615

 

$

429,799

 

Diluted

 

$

(37,384

)

$

112,680

 

$

355,707

 

$

429,922

 

 

 

 

 

 

 

 

 

 

 

Adjusted earnings (loss) per common share:

 

 

 

 

 

 

 

 

 

Basic (2)

 

$

(0.29

)

$

0.92

 

$

2.74

 

$

3.65

 

Diluted (3)

 

$

(0.29

)

$

0.91

 

$

2.72

 

$

3.61

 

 

 

 

 

 

 

 

 

 

 

Weighted average common shares outstanding:

 

 

 

 

 

 

 

 

 

Basic

 

127,267

 

120,191

 

126,801

 

115,023

 

Diluted

 

127,798

 

121,498

 

121,792

 

116,219

 

 

 

 

 

 

 

 

 

 

 

Common shares outstanding at end of period:

 

 

 

 

 

 

 

 

 

Basic

 

133,929

 

126,565

 

133,929

 

126,565

 

Diluted

 

134,465

 

127,854

 

134,465

 

127,854

 

 


(1)   Adjusted earnings should be examined in conjunction with net income as shown in the Consolidated Statements of Operations. Adjusted earnings should not be considered as an alternative to net income (determined in accordance with GAAP) as an indicator of the Company’s performance, or to cash flows from operating activities (determined in accordance with GAAP) as a measure of the Company’s liquidity, nor is this measure indicative of funds available to fund the Company’s cash needs or available for distribution to shareholders.  Rather, adjusted earnings is an additional measure the Company uses to analyze how its business is performing. It should be noted that the Company’s manner of calculating adjusted earnings may differ from the calculations of similarly-titled measures by other companies.

 

(2)   For the three months ended December 31, 2007 and 2006, excludes ($816) and $2,599 of net income (loss) allocable to HPU holders, respectively.  For the years ended December 31, 2007 and 2006, excludes $7,799 and $10,351 of net income allocable to HPU holders, respectively.

 

(3)   For the three months ended December 31, 2007 and 2006, excludes ($812) and $2,572 of net income (loss) allocable to HPU holders, respectively.  For the years ended December 31, 2007 and 2006, excludes $7,730 and $10,250 of net income allocable to HPU holders, respectively.

 

12



 

iStar Financial Inc.

Consolidated Balance Sheets

(In thousands)

 

 

 

As of

 

As of

 

 

 

December 31, 2007

 

December 31, 2006

 

 

 

(unaudited)

 

 

 

ASSETS

 

 

 

 

 

 

 

 

 

 

 

Loans and other lending investments, net

 

$

10,949,354

 

$

6,799,850

 

Corporate tenant lease assets, net

 

3,309,866

 

3,084,794

 

Other investments

 

856,609

 

789,647

 

Other real estate owned

 

128,558

 

 

Assets held for sale

 

74,335

 

9,398

 

Cash and cash equivalents

 

104,507

 

105,951

 

Restricted cash

 

32,977

 

28,986

 

Accrued interest and operating lease income receivable

 

141,405

 

72,954

 

Deferred operating lease income receivable

 

102,135

 

79,498

 

Deferred expenses and other assets

 

105,274

 

71,181

 

Goodwill

 

43,278

 

17,736

 

Total assets

 

$

15,848,298

 

$

11,059,995

 

 

 

 

 

 

 

LIABILITIES AND SHAREHOLDERS’ EQUITY

 

 

 

 

 

 

 

 

 

 

 

Accounts payable, accrued expenses and other liabilities

 

$

495,311

 

$

200,957

 

 

 

 

 

 

 

Debt obligations:

 

 

 

 

 

Unsecured senior notes

 

7,916,852

 

6,250,249

 

Unsecured revolving credit facilities

 

2,681,174

 

923,068

 

Interim financing facility

 

1,289,811

 

 

Secured term loans

 

413,683

 

562,116

 

Other debt obligations

 

98,038

 

98,004

 

Total liabilities

 

12,894,869

 

8,034,394

 

 

 

 

 

 

 

Minority interest in consolidated entities

 

53,948

 

38,738

 

Shareholders’ equity

 

2,899,481

 

2,986,863

 

Total liabilities and shareholders’ equity

 

$

15,848,298

 

$

11,059,995

 

 

13



 

iStar Financial Inc.

Supplemental Information

(In thousands)

(unaudited)

 

PERFORMANCE STATISTICS

 

 

 

Three Months Ended

 

 

 

December 31, 2007

 

Net Finance Margin

 

 

 

 

 

 

 

Weighted average GAAP yield of loan and CTL investments

 

10.75

%

Less: Cost of debt

 

(6.41

)%

Net Finance Margin (1)

 

4.34

%

 

 

 

 

Net Finance Margin Excluding Amortization of Discount on Fremont Loans

 

3.16

%

 

 

 

 

Return on Average Common Book Equity

 

 

 

 

 

 

 

Average total book equity

 

$

2,967,041

 

Less: Average book value of preferred equity

 

(506,176

)

Average common book equity (A)

 

$

2,460,865

 

 

 

 

 

Net income allocable to common shareholders and HPU holders

 

$

(80,425

)

Net income allocable to common shareholders and HPU holders - Annualized (B)

 

$

(321,700

)

 

 

 

 

Return on Average Common Book Equity (B) / (A)

 

(13.1

)%

 

 

 

 

Adjusted basic earnings allocable to common shareholders and HPU holders (2)

 

$

(37,384

)

Adjusted basic earnings allocable to common shareholders and HPU holders - Annualized (C)

 

$

(149,536

)

 

 

 

 

Adjusted Return on Average Common Book Equity (3) (C) / (A)

 

(6.1

)%

 

 

 

 

Adjusted Return on Average Common Book Equity Excluding Non-Cash Impairments (3)

 

15.0

%

 

 

 

 

Expense Ratio

 

 

 

 

 

 

 

General and administrative expenses (D)

 

$

36,937

 

Total revenue (E)

 

$

413,818

 

Expense Ratio (D) / (E)

 

8.9

%

 


(1)   Weighted average GAAP yield is the annualized sum of interest income and operating lease income (excluding other income, divided by the sum of average gross corporate tenant lease assets, average loans and other lending investments, average SFAS No. 141 purchase intangibles and average assets held for sale over the period. Cost of debt is the annualized sum of interest expense and operating costs–corporate tenant lease assets, divided by the average gross debt obligations over the period. Operating lease income and operating costs–corporate tenant lease assets exclude SFAS No. 144 adjustments from discontinued operations of $5,343 and $141, respectively. The Company does not consider net finance margin to be a measure of the Company’s liquidity or cash flows. It is one of several measures that management considers to be an indicator of the profitability of its operations.

 

(2)   Adjusted earnings should be examined in conjunction with net income as shown in the Consolidated Statements of Operations. Adjusted earnings should not be considered as an alternative to net income (determined in accordance with GAAP as an indicator of the Company’s performance, or to cash flows from operating activities (determined in accordance with GAAP as a measure of the Company’s liquidity, nor is this measure indicative of funds available to fund the Company’s cash needs or available for distribution to shareholders. Rather, adjusted earnings is an additional measure the Company uses to analyze how its business is performing. It should be noted that the Company’s manner of calculating adjusted earnings may differ from the calculations of similarly-titled measures by other companies.

 

(3)   We are presenting this measure both including and excluding the effect of $134.9 million of non-cash impairment charges recorded in the fourth quarter of 2007. We believe that it is useful for investors to consider this measure without the effect of the charges because the impaired assets continue to perform and we have no near-term plans to sell the assets and realize losses.

 

14



 

iStar Financial Inc.

Supplemental Information

(In thousands)

(unaudited)

 

CREDIT STATISTICS

 

 

 

Three Months Ended

 

 

 

December 31, 2007

 

Book debt (A)

 

$

12,399,558

 

 

 

 

 

Book equity

 

$

2,899,481

 

Add: Accumulated depreciation/depletion and loan loss reserves

 

705,400

 

Sum of book equity, accumulated depreciation/depletion and loan loss reserves (B)

 

$

3,604,881

 

 

 

 

 

Book Debt / Sum of Book Equity, Accumulated Depreciation/Depletion

 

 

 

and Loan Loss Reserves (A) / (B)

 

3.4

x

 

 

 

 

Ratio of Earnings to Fixed Charges (1)

 

0.5

x

 

 

 

 

Ratio of Earnings to Fixed Charges and Preferred Stock Dividends (1)

 

0.5

x

 

 

 

 

Interest Coverage

 

 

 

 

 

 

 

EBITDA (1) (2) (C)

 

$

154,886

 

GAAP interest expense (D)

 

$

186,643

 

 

 

 

 

EBITDA / GAAP Interest Expense (1)  (C) / (D)

 

0.8

x

 

 

 

 

Fixed Charge Coverage

 

 

 

 

 

 

 

EBITDA (1) (2) (C)

 

$

154,886

 

 

 

 

 

GAAP interest expense

 

$

186,643

 

Add: Preferred dividends

 

10,580

 

Total GAAP interest expense and preferred dividends (E)

 

$

197,223

 

 

 

 

 

EBITDA / GAAP Interest Expense and Preferred Dividends (1) (C) / (E)

 

0.8

x

 

 

 

 

Covenant Calculation of Fixed Charge Coverage Ratio (3)

 

1.7

x

 

 

 

 

RECONCILIATION OF NET INCOME TO EBITDA

 

 

 

 

 

 

 

Net income

 

$

(69,845

)

Add: GAAP interest expense

 

186,643

 

Add: Depreciation, depletion and amortization

 

28,254

 

Add: Joint venture depreciation, depletion and amortization

 

9,834

 

 

 

 

 

EBITDA (1) (2)

 

$

154,886

 

 


(1)   Includes impact of $134.9 million of non-cash impairment charges.

 

(2)   EBITDA should be examined in conjunction with net income as shown in the Consolidated Statements of Operations. EBITDA should not be considered as an alternative to net income (determined in accordance with GAAP) as an indicator of the Company’s performance, or to cash flows from operating activities (determined in accordance with GAAP) as a measure of the Company’s liquidity, nor is this measure indicative of funds available to fund the Company’s cash needs or available for distribution to shareholders. It should be noted that the Company’s manner of calculating EBITDA may differ from the calculations of similarly-titled measures by other companies.

 

(3)   This measure, which is a trailing twelve-month calculation and excludes the effect of $134.9 million of non-cash impairment charges recorded in the fourth quarter of 2007, is consistent with covenant calculations included in the Company’s unsecured credit facilities; therefore, we believe it is a useful measure for investors to consider.

 

15



 

iStar Financial Inc.

Supplemental Information

(In thousands)

(unaudited)

 

Three Months Ended December 31, 2007

 

 

 

LOAN ORIGINATIONS (1)

 

 

 

 

 

 

 

 

 

 

 

Total/

 

 

 

 

 

 

 

 

 

Floating

 

Weighted

 

CORPORATE

 

OTHER

 

 

 

Fixed Rate

 

Rate

 

Average

 

LEASING

 

INVESTMENTS

 

Amount funded

 

$

31,741

 

$

181,274

 

$

213,015

 

 

 

Weighted average GAAP yield

 

7.54

%

9.55

%

9.25

%

N/A

 

N/A

 

Weighted average all-in spread/margin (basis points) (2)

 

417

 

495

 

483

 

N/A

 

N/A

 

Weighted average first $loan-to-value ratio

 

0.00

%

5.62

%

4.78

%

N/A

 

N/A

 

Weighted average last $loan-to-value ratio

 

59.03

%

56.25

%

56.67

%

N/A

 

N/A

 

 

UNFUNDED COMMITMENTS

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Number of assets with unfunded commitments

 

 

 

 

 

327

 

 

 

 

2008

 

2009 and
thereafter

 

Total

 

Discretionary commitments

 

$

604,239

 

$

396,395

 

$

1,000,634

 

Non-discretionary commitments

 

1,707,030

 

3,566,515

 

5,273,545

 

Total unfunded commitments

 

$

2,311,269

 

$

3,962,910

 

$

6,274,179

 

Estimated weighted average funding period

 

 

 

Approximately 2.0 years

 

 

 

 

 

 

 

 

 

UNENCUMBERED ASSETS

 

 

 

 

 

$

15,769,061

 

 

RISK MANAGEMENT STATISTICS

(weighted average risk rating)

 

 

 

2007

 

2006

 

 

 

December 31,

 

September 30,

 

June 30,

 

March 31,

 

December 31,

 

Structured Finance Assets (principal risk)

 

3.07

 

2.92

 

2.78

 

2.64

 

2.74

 

Corporate Tenant Lease Assets

 

2.50

 

2.48

 

2.50

 

2.45

 

2.37

 

 

(1=lowest risk; 5=highest risk)

 


(1) Excludes loans purchased through the Fremont acquisition.

 

16



 

iStar Financial Inc.

Supplemental Information

(In thousands, except per share amounts)

(unaudited)

 

LOANS AND OTHER LENDING INVESTMENTS CREDIT STATISTICS

 

 

 

As of

 

 

 

December 31, 2007

 

December 31, 2006

 

Value of non-performing loans (1) /

 

 

 

 

 

 

 

 

 

As a percentage of total assets

 

$

1,193,669

 

7.53

%

$

61,480

 

0.56

%

 

 

 

 

 

 

 

 

 

 

Reserve for loan losses /

 

 

 

 

 

 

 

 

 

As a percentage of total assets

 

$

217,910

 

1.37

%

$

52,201

 

0.47

%

As a percentage of non-performing loans (1)

 

 

 

18.26

%

 

 

84.91

%

 

RECONCILIATION OF DILUTED ADJUSTED EPS

GUIDANCE TO DILUTED GAAP EPS GUIDANCE (2)

 

 

 

Year Ending

 

 

 

December 31, 2008

 

 

 

 

 

Earnings per diluted common share guidance

 

$4.00 - $4.50

 

Less: Gains, depreciation and other adjustments, net

 

$0.00 - $1.00

 

Adjusted earnings per diluted common share guidance

 

$3.50 - $4.00

 

 


(1)           Non-performing loans include iStar’s book value and Fremont’s A-participation interest on the associated assets.

 

(2)           Adjusted earnings should be examined in conjunction with net income as shown in the Consolidated Statements of Operations. Adjusted earnings should not be considered as an alternative to net income (determined in accordance with GAAP) as an indicator of the Company’s performance, or to cash flows from operating activities (determined in accordance with GAAP) as a measure of the Company’s liquidity, nor is this measure indicative of funds available to fund the Company’s cash needs or available for distribution to shareholders. Rather, adjusted earnings is an additional measure the Company uses to analyze how its business is performing. It should be noted that the Company’s manner of calculating adjusted earnings may differ from the calculations of similarly-titled measures by other companies.

 

17



 

iStar Financial Inc.

Supplemental Information

(In millions)

(unaudited)

 

PORTFOLIO STATISTICS AS OF DECEMBER 31, 2007 (1)

 

Security Type

 

 

 

 

 

First Mortgages / Senior Loans

 

$

9,835

 

62.3

%

Corporate Tenant Leases

 

3,902

 

24.7

 

Mezzanine / Subordinated Debt

 

1,332

 

8.5

 

Other Investments

 

711

 

4.5

 

Total

 

$

15,780

 

100.0

%

 

 

 

 

 

 

Collateral Type

 

 

 

 

 

Apartment / Residential

 

$

3,371

 

21.4

%

Land

 

2,228

 

14.1

 

Office (CTL)

 

1,760

 

11.2

 

Retail

 

1,600

 

10.1

 

Industrial / R&D

 

1,483

 

9.4

 

Corporate - Real Estate

 

1,393

 

8.8

 

Entertainment / Leisure

 

949

 

6.0

 

Hotel

 

799

 

5.1

 

Other

 

801

 

5.1

 

Mixed Use / Mixed Collateral

 

699

 

4.4

 

Corporate - Non-Real Estate

 

403

 

2.5

 

Office (Lending)

 

294

 

1.9

 

Total

 

$

15,780

 

100.0

%

 

 

 

 

 

 

Collateral Location

 

 

 

 

 

West

 

$

3,323

 

21.0

%

Northeast

 

2,846

 

18.0

 

Southeast

 

2,534

 

16.1

 

Mid-Atlantic

 

1,601

 

10.1

 

Various

 

1,198

 

7.6

 

International

 

1,026

 

6.6

 

Central

 

991

 

6.3

 

South

 

821

 

5.2

 

Southwest

 

822

 

5.2

 

Northcentral

 

399

 

2.5

 

Northwest

 

219

 

1.4

 

Total

 

$

15,780

 

100.0

%

 


(1)   Figures presented prior to loan loss reserves, accumulated depreciation and impact of Statement of Financial Accounting Standards No. 141, “Business Combinations.”

 

18