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Executives

Jason Fooks – Investor Relations

Jay Sugarman – Chairman and Chief Executive Officer

David M. DiStaso – Chief Financial Officer

Analysts

Michael Kim – CRT Capital Group

Joshua A. Barber – Stifel Nicolaus

Timothy Davis – Knight Capital

David Chiaverini – BMO Capital Markets

iStar Financial Inc. (SFI) Q1 2011 Earnings Call April 28, 2011 10:00 AM ET

Operator

Good day, ladies and gentlemen and welcome to the iStar Financial’s First Quarter 2011 Earnings Conference Call. (Operator instructions) As a reminder, today’s conference is being recorded.

At this time for opening remarks and introductions, I’d like to turn the conference over to Jason Fooks of iStar Financial Investor Relations and Marketing. Please go ahead, sir.

Jason Fooks

Thank you, John, and good morning everyone. Thank you for joining us today to review iStar Financial’s First Quarter 2011 Earnings Report. With me today are Jay Sugarman, Chairman and Chief Executive Officer; and David DiStaso our Chief Financial Officer. This morning’s call is being webcast on our Web site at istarfinancial.com in the Investor Relations section. There will be a replay of the call beginning at 12:30 pm Eastern Time today. The dial-in for the replay is 1-800-475-6701 with a confirmation code of 199117.

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 will be forward looking. iStar Financials 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. In addition, as stated more fully in our SEC reports, iStar disclaims any intent or obligations to update these forward-looking statements except as expressly or required by law.

Now, I’d like to turn the call over to iStar’s Chairman and CEO, Jay Sugarman. Jay?

Jay Sugarman

Thanks Jason. The first quarter was an important one for iStar, continued progress and streamlining the portfolio and deleveraging the balance sheet enabled us to successfully refinance our 2011 and 2012 secured bank loans, enhance our tangible book value and position us to focus on maximizing the value of our multi-strategy platform, an $8 billion portfolio.

We also saw continued improvement in various credit measures, though the overall market primary recovery remained uneven. With the refinancing complete and the stabilized parts of our portfolio performing well, we are working diligently to resolve and reposition our underperforming assets and find new appropriate ways to maximize their value. This will be a major focus for the foreseeable future.

Taking a quick look at first quarter results. Net income of $67 million or $0.71 per share for the quarter was boosted by a large one-time gain and helped position our book equity up about $13 per share. The increased cost of the new financing facility will have an impact on earnings going forward. And we hope as we demonstrate the strength and repayment profile of secured portfolio that we can bring that cost down in the future. On the capital flow front, we limited discretionary monetizations with cash on hand and the refinancing taking care of the bulk of the near-term secured maturities.

During 2011, we expect to pursue lower levels of assets and note sales unless we believe values can be fully realized through these sales. Repayments are still like with outpaced new investments by a good margin and we use those excess proceeds to continue strengthening the balance sheet from further deleveraging.

On the credit front, we saw lower provisions and better ratings on the performing loan portfolio as positive trends outweighed isolated negative events. The provision numbers are trended better for a while now and while we expect some bumpiness the trend should remain better than last year. With that quick update, let me turn it over to Dave for more of the details. Dave?

David M. DiStaso

Thanks Jay, and good morning everyone. I'll begin by discussing our financial results for the first quarter 2011 before moving to investment activity and credit quality, and I’ll end with an update on liquidity.

For the quarter, we reported net income of $67.4 million or $0.71 per diluted common share compared to a loss of $25.4 million or $0.27 per diluted common share for the first quarter of 2010. Results this quarter included the recognition of a $107 million net gain on early extinguishment of debt, primarily resulting from the redemption of the remaining $312 million, principal amount of 10% senior secured notes due 2014. This compares to a $39 million net gain for the same period last year.

We also recorded lower provisions for loan losses and impairment of assets during the first quarter of $12.3 million versus $95.4 million for the same period last year. Also as we previously announced, during the quarter we completed a new $2.95 billion secured credit facility to refinance the secured debt that was due in 2011 and 2012, as well as paid down our unsecured credit facility due in June by $175 million. I'll discuss this transaction in more detail shortly.

Adjusted EBITDA for the first quarter was $94.9 million compared to $173.2 million for the same period last year. The year-over-year decrease is primarily due to low revenues from a small overall asset base resulting from loan payments and sales, as well as the sale of the portfolio of net REHI assets during the second quarter last year. The decrease was partially offset by increased earnings from equity method investments.

During the first quarter, we generated $260 million of proceeds from our portfolio comprised primarily of $230 million of principal repayments, $21 million of loan sales, and $26 million of other real estate owned or OREO sales. In addition we funded $44 million of investments for the quarter.

Let me turn to the portfolio and credit quality. At the end of the first quarter our total portfolio had a carrying value of $8.4 billion, gross of general reserves. This was comprised of approximately $4.4 billion of loans and other lending investments, $1.8 billion of net leased assets, $863 million of real estate held for investment, $791 million of OREO assets and $557 million of other investments.

At the end of the quarter our $3.1 billion of performing loans and other lending investments had a weighted average LTV of 79.7% and a maturity of 3.4 years. The performing loans consisted of 54.7% flowing rate loans that generated a weighted average effective yield of 6.4% for the quarter. Approximately 615 basis points over the average one-month LIBOR rate during the quarter. And 45.3% fixed rate loans that generated a weighted average effective yield of 8.9% for the quarter.

The weighted average risk rating of our performing loans was 3.37 at the end of the quarter, an improvement from 3.51 at the end of the prior quarter. Included in our performing loans were $146 million of watch list loans, a decrease from $191 million last quarter.

At the end of the first quarter our non-performing loans or NPL’s had a carrying value of $1.3 billion, net of $677 million of specific reserves. This was a decrease from $1.35 billion, net of $668 million of specific reserves at the end of the prior quarter. Our NPL’s consist primarily of 40% apartment residential, 21% land, and 15% retail assets.

Our remaining unfunded commitments for loan portfolio were $278 million at the end of the first quarter, of which we expect to fund approximately $79 million. Our $1.8 billion of net leased assets were 89.1% leased with a weighted average remaining least term of 12.4 years. We had a weighted average risk rating of 2.69, an improvement from 2.72 in the prior quarter.

For the quarter our occupied net leased assets, generated a weighted average effective yield of 9.6%, while our total net leased portfolio generated a weighted average effective yield of 8.4%.

Let we now turn to our owned real estate portfolio. During the quarter we took title to properties, which had a carrying value of $96 million. The loans collateralized by these assets had a gross carrying value of $111 million prior to fore closure, including $15 million of loan loss reserves, which we charged off this quarter.

At the end of the quarter we had $791 million of OREO assets. OREO assets are considered held for sale based on our current intention to market the assets and to sell them in the near term. $863 million of assets are classified as real estate held for investment. Based on our current intention and the ability to hold them for a longer period of time.

For the quarter, our owned real estate portfolio generated $7.5 million of revenue and incurred $18 million of net expenses. In addition we funded $7 million of capital expenditures.

Let me move on to reserves. We recorded $11 million of additional provisions for the quarter versus $54 million last quarter. We have continued to see provisions trend lower from the levels recorded last year. However the rate at which they may continue to do so is uncertain and we could see quarterly fluctuations.

At the end of the quarter, our reserves totalled $804 million consisting of $707 million of assets specific reserves and $97 million of general reserves. Our reserves represent 16% of total gross carrying value of loans. Finally, let me conclude with the discussion on our liquidity.

As we previously announced, during the quarter we entered into a new $2.95 million senior secured credit agreement providing for two chances of term loans, a $1.9 billion A-1 tranche do due in 2013 and a $1.45 billion A-2 tranche due to 2014. Outstanding borrowings under the new financing are collateralized by a first lean on a fixed pool of assets. Initially comprised of approximately $3.69 billion of assets. Proceeds from principal repayments and sales of collateral will be applied to amortized outstanding borrowings beginning with the A-1 tranche.

The new credit agreement does not include any corporate level financial covenants such as minimum net worth, fixed charge coverage, or minimum unencumbered assets covenant. Our unsecured bonds have an unsecured assets to unsecured debt maintenance covenant and a fixed charged debt incurrence covenant and we remain in compliance with these covenants.

Aside from our pay downs to our secured credit facility, which will occur as the underlying collateral is repaid or sold. Our other debt maturities for the reminder of the year include the $330 million unsecured credit facility due in June and the $200 million unsecured notes due in September.

For the remainder of the year we also expect to fund approximately $40 million of unfunded commitments and new investments related to our loan portfolio. Approximately $45 million of capital expenditures on our owned real estate portfolio and approximately $120 million of other net cash uses, such as interest expense.

With that let me turn it back to Jay. Jay?

Jay Sugarman

Thanks Dave. Over the past 12 months, we’ve worked to simplify our balance sheet, pay down debt, protect our book value, and make targeted investments, or opportunities presented themselves. While we have plenty of work left to get the maximum value out of our portfolio and our platforms, we're very pleased with the progress we’ve made to date and look forward to work ahead. With that lets open it up for questions operator.

Question-and-Answer Session

Operator

Thank you. (Operator instructions) And our first question from the line of Michael Kim with CRT Capital Group. Please go ahead.

Michael Kim – CRT Capital Group

Thanks for taking my question. First of all just want to say congratulations on the completion of the bank refinancing transaction. I guess my first question, just looking at the capital structure, Jay you had previously noted that the intent for a refinancing transaction was to match up the asset maturities with liabilities. Thinking about this now for the transaction, how comfortable are you with this dynamic, and is it supplied unencumbered asset pool relative to the senior unsecured notes. And I guess what I'm trying to get out is, is there more to do with the capital structure or are you content with how the cash flow profile that’s in at this point?

David M. DiStaso

Thanks Mike, and thanks for that kindly word. I think the goal of the financing was to match up the portfolios for the secured pools, relatively large proportion is shorted lived assets and have those slightly shorter maturity profile on the debt. The unencumbered pool has very longer-lived pool assets and a longer-lived maturity schedule. And so we did take that into consideration as we created those two different pools. I think our view could change over time. But right now we’re quite comfortable with what we see in terms of asset repayments and inflows. It matches up pretty nicely with the maturity profile and so I think we're quite comfortable with these figure and what we see today.

Michael Kim – CRT Capital Group

Great. And, I guess for some of us on the public side of information wall, I guess is there any way you could describe any notable changes in the encumbered asset pool for the bank desk, kind of what it looks like today relative to the prior bank facility. And do you have any details on the mix of asset type, geography, (inaudible) value duration. I guess d do you kind of providing some of these details on the unencumbered or the unencumbered pool and the 10-Q?

David M. DiStaso

In terms of thinking about the old bank pool versus the new collateral, for the new refinancing facilities, I'd say given the size of the pool they’re not going to be that much different. I think we did do some tweaking in terms of maturity profiles and some assets that we thought might have a longer tail than they originally anticipated. But the profile, the two pools probably not that different. We have provided, I think certainly to the public side lenders some reasonable breakdown of the portfolio. Then I can give you some of those stats here, we could certainly follow-up with you. But it was about 20% (inaudible), about 60% performing loans, about 20% and other stuff REOs and certain NPL loans that did inside the maturity profile, the secured facilities. So you’re not going to see that much difference from the old bank facilities. But get into geographies and things maybe you can take that up with a challenge.

Jay Sugarman

Michael, I think you should see in the footnotes to the 10-Q financial statements we do breakout-encumbered assets by asset type. So you will see some of that disclosure as well.

Michael Kim – CRT Capital Group

Okay, great. I appreciate that. And I guess my last question, Jay, for the real estate held for investment category, not just that you had a chance, just given what was going on with the capital structure. But have you had a chance to visit these assets in person and just thinking about this portfolio what percent will be, I guess intended for recurring cash flow versus kind of future asset sales.

David M. DiStaso

Yeah, I mean, I need to admit how many trips I’ve made over the last three years to look at these assets Mike. But they are living, breathing assets, so we do go back and check what I personally looked at a very large percentage. We think, the portfolio is quite interesting. We break it down into thinks we’re selling which will fall into the REO basket for sale. And then the REHI things, we think have longer-term potential and there is no current expectation to sell those. We're really repositioning many of those assets adding some capital, bringing in some expertise to really put them in the right position for the long-term. So that's kind of how we think about the owned real estate pool, those things that are going to be near-term sales candidates, monetization candid, and then REHI is really longer term. And now they might sale for a very large pool of people here who are spending a lot of time getting those things positioned correctly. So they will pay a lot of focus and a lot of personal attention.

Michael Kim – CRT Capital Group

Great. Thank you very much.

David M. DiStaso

Next question.

Operator

It’s from Josh Barber with Stifel Nicolaus. Please go ahead.

Joshua A. Barber – Stifel Nicolaus

Hi good morning. I was wondering if you could talk a little bit, I think you touched before on the earnings erosions that we could be looking at later in this year. Are you actually looking to refinance any of your existing loan maturities and have you had any success doing that may be in the last six month?

David M. DiStaso

We are constantly looking Josh for ways to lower our cost to capital. Financing and Investment Company that's the key part of the equation. We think there are opportunities in the portfolio to do some secured financing at relatively flat attractive rates. We are starting to see some investment opportunities that suggests to us positives spreads of the kind we're historically used to or available. So where capital might be available from the balance sheet we will explore it. But I think in terms of the larger secured financing that’s going to take a while to demonstrate the repayment profile that will justify a meaningfully lower cost that will make it efficient to actually refinance those. I don't see that in the near-term but we're going to try our hardest to find low-cost capital, redeploy it where we can as positive spreads and really set up the story both from a credit standpoint and potentially a rating standpoint. So we can look forward to lower cost in the future.

Joshua A. Barber – Stifel Nicolaus

Is looking out to the rate of REITs perhaps some new capital either through on the unsecured side may be to convert something that gives you some upside optionality, but giving you some longer-term liabilities to play with. Is that something that’s on your radar screen now and being able to reinvest with that or do you think that the cost of capitals is not there today?

David M. DiStaso

Yes. I think everything is on our radar. Again, we’re looking across the entire $8 billion portfolio for ways to bring down the right side of the balance sheet cost. We think the secured side has had the best pricing for us. We have lots of unencumbered assets that are quite attractive. We have chosen not to finance those historically in a meaningful amount. But there are lots of alternatives for us to consider. In the capital market, obviously, we wish we had a higher rating right now. We certainly think we will work in the future to get a better rating to give us access to the more traditional unsecured markets. But we’re looking at all alternatives we’re watching what other people in this sector are doing and we’re paying attention.

Joshua A. Barber – Stifel Nicolaus

Okay. A couple of quick housekeeping items, how come you guys switched away from adjusted EPS and went to just regular EPS starting this quarter?

Jay Sugarman

Yes. I think as we kind of looked at how to assess the business beyond the obvious yardstick such as net income, we felt that adjusted earnings was not a relevant metric anymore to the company. So we felt that, the adjusted earnings was a better parameter of the core business before we take into the variable impacts of interest expense and financing and some of the other items. So we felt that it was just a better look at the core business for us.

David M. DiStaso

Josh, there is a lot of onetime item that’s going in and out of the P&L over the last three years. We looked at that serious and said boy, we’re not really communicating either the earnings power or some of the correct metrics. I think adjusted EBITDA is one that we’re watching to see if that helps us to run the business better and we’ll help investors understand us better, obviously, that takes out the impact of financing cost. That’s one thing we’re looking at. I think EPS at least this quarter also has some accounting impacts on it, so I wouldn’t tell you we think it’s a better metric, obviously, owning a lot of real estate depreciation, it does come into place with a straight EPS is probably not the best metric. So at least for now I think adjusted EBITDA might be a better metric to look at.

Joshua A. Barber – Stifel Nicolaus

Would you consider something like FFO, just give me the significant amount of real estate assets you still have?

Jay Sugarman

Yes. I mean, it’s tricky, we’re a little bit of a hybrid, lot of financed assets, lot of owned real estate and frankly lot of development assets at this point that were repositioning. So, I think it’s a little bit tricky, we’ll try to do the best we can to give you enough information to figure out what’s the best metric for your guys.

Joshua A. Barber – Stifel Nicolaus

Okay. You had mentioned $45 million of CapEx expenditures for year, is it correct within the most of that is on your REHI portfolio?

David M. DiStaso

Yes, I think that’s probably a fair statement.

Joshua A. Barber – Stifel Nicolaus

Okay. And one last question, the share account went to by about $2.2 million shares, I guess just on the diluted unit. Does it have anything to do with the 2008 elicit plan or is that 2010? The additional warranter shares?

David M. DiStaso

The October ‘08 that’s – at least to this point is in the money.

Joshua A. Barber – Stifel Nicolaus

And that only accounts for 2 million shares?

David M. DiStaso

There is a 2 million share grant in October of this year that of the stock prices above at least what’s projected right now, we have about 6 bucks, 6.5 bucks by the 2 million share grant that get into the share account.

Joshua A. Barber – Stifel Nicolaus

Okay. Thank you very much guys and congratulations on the new (inaudible).

David M. DiStaso

Thanks Josh.

Jay Sugarman

Thanks Josh.

Operator

(Operator Instructions) And we will go to Timothy Davis with Knight Capital. Please go ahead.

Timothy Davis – Knight Capital

Hi, guys. Well, just on the net finance margin for the quarter that came out of the year quarterly and the expense ratio too?

Jay Sugarman

I guess we gave some new metrics for you to consider, one on the performing loan gross yields on both the floating rate basis and a fixed rate basis. Again, because of the size of the NPL book and the size of REO book. Some of the metrics are being muddied between what we really think of this two different businesses of the performing loan business metrics relative to interest cost providing interest margin on that business, obviously, the NPLs and the REOs at least to this point are generating no income and so there is no margin and aggregating the two, kind of telling nothing. So we try to split it out for you, so you can see the margins on the largest part of the book, which is the performing loan book and you ou can also look at the cost of carry for the other parts of the book. We can get it for you guys if you have the aggregate number for me. I do know whether (inaudible) my head. We’ll come back to you about that.

Timothy Davis – Knight Capital

Much appreciated. Just the other question is kind of high level, where do you see, I mean, is your balance sheet is rolling off and you’re using that to basically pay down the debt maturities. I mean kind of where do you see it where it sort of stabilizes and you can really get back into the business kind of making loans again. Do you have some visibility on that or is that something it’s going to take some time?

Jay Sugarman

Probably the latter, I mean I think again it’s little bit of the cost of funds questions. We’re still pretty actively engaged in the new investment market, we can see a lot of what’s going on there both for our own book and through our position in LNR. So a pretty good sense of where stuff is pricing, we do think in our own portfolio, we have the best competitive advantage to redeploy capital, we have been doing that. But as I said in my remarks, the repayments are going to outweigh the number of new opportunities we see. So, I do think there is more roll off to come before we really want to put in on our pedal to the medal and try to outpace the repayments with new investments.

The good news about debt reduction right now, yes, it does play into our larger theme of hopefully improved ratings, access to the unsecured market, lower cost of funds on the right side of the balance sheet. So while it looks like a reasonable use of funds just in terms of a reduction of leverage and cost of interest. We think it’s playing a larger story of getting back to a higher-grade borrower with a low leverage balance sheet making very strong returns on the assets and a very solid margin to our cost of funds. We’re not quite yet that sufficient and we got some more work to do there.

Timothy Davis – Knight Capital

Final question, just briefly, the equity income that you are taken off the JV’s, is that coming from (inaudible) or is that coming from LNR or kind of a combination that would be fine?

Jay Sugarman

Yeah, it’s a combination. Those would be the two largest factors though.

Timothy Davis – Knight Capital

Thank you. Thanks a lot.

Jay Sugarman

Okay. Thanks.

Operator

Our next question is from David Chiaverini with BMO Capital Markets. Please go ahead.

David Chiaverini – BMO Capital Markets

Good morning, thanks. Could you comment on the overall commercial real estate environment, what you are seeing, if the moment is still there with an improving market with liquidity et cetera.

Jay Sugarman

Overarching theme is, there is a lot of capital chasing high quality real estate opportunities, I think that sector of the market is very dynamic, very robust. I think the amount of capital with the appetite on the stomach to kind of work through very longer-term real estate rated issues, repositioning, redeveloping is not so available. And I think that’s probably where some of the bigger opportunities are going to be, certainly the macro environment, the economy is going to play a big role in any real estate story, at least in our mind still a very muddy picture.

So I can’t see a clear path for real estate from here unless the macroeconomic environment get better. But we are seeing a nice supply demand on the capital side where lots of capital is looking for high quality real estate, and if you can take something that isn’t in that box today and fix it up and put it in that box that’s a pretty attractive arbitrage.

David Chiaverini – BMO Capital Markets

Okay. Thanks and second question is on, your principal repayments of $213 million, was that in line with your expectations or do you expect, it seems like it has come down a little bit from the prior quarters?

Jay Sugarman

Yes, I think that was fairly conscious decision on our part, we’ve been running relatively large cash balances over 2010 in anticipation of the refinancing and paying down some pretty material amounts of debt. I think at this point we are looking to maximize the value of our assets, we’ll definitely taking a step back from pushing forward with sales where we don’t think we’re getting full value.

So I think you’ll see that number come down from 2010. We still will sell assets and we will sell notes where we think we have attributed full value to our position, but I think our willingness to sell things and our need to continue to pay the debt is certainly less than last year.

David Chiaverini – BMO Capital Markets

Okay. And that makes a lots of sense, the new facility gives you longer run rate, but on the sort of where you don’t really have control over principal repayments was that figure – in the mixed sense that’s coming down because the loan portfolio is shrinking run-off mode, but principal repayment level where you don’t have to, was that in line with expectations and do you expect around $200 million or so going forward per quarter?

Jay Sugarman

Yes. There were lot of organic factors in that repayment number, we have things that – come in kind of piecemeal and pretty regular steady state and then we have relatively lumpy large loans that we pay so. I have a hard time kind of telling you that’s run rate.

We didn’t see anything will be unusual in the first quarter that will probably a fewer maturities that happened and a fewer repayments, that anomaly is probably going to change a little bit. So you will see more just absolute big loans repay. But again, there was nothing unusual in the first quarter from a non-discretionary payment standpoint. There was less than emphasis from us on the discretionary stuff.

David Chiaverini – BMO Capital Markets

Okay. Thank you for that and lastly a housekeeping question. You mentioned about how booked value is up over $13, but I couldn’t find an end of period share account in the press release. Do you have that and what the figure is for end of period book value?

Jay Sugarman

At the end of the period we had outstanding shares of 92,472.

David M. DiStaso

And that’s before the October dilution.

David Chiaverini – BMO Capital Markets

Okay. And I’ll do the math to get to the book value. Thank you.

Jay Sugarman

Thanks.

Operator

And now we’ll conclude the Q&A session, I’ll turn it back to Mr. Jason Fooks.

Jason Fooks

Thanks John, and thanks to everyone for joining us this morning. If you should have any additional questions on today’s earnings release, please feel free to contact me directly. John, would you please give the conference call replay instructions once again. Thank you.

Operator

Certainly, and ladies and gentlemen now this conference is available for replay, it starts today at 12:30 pm Eastern and will last until May 12 at midnight. You may access the replay at anytime by dialing 800-475-6701 and the access code 199117. That does conclude your conference for the day. Thank you for your participation. You may now disconnect.

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