Jay Sugarman – CEO David DiStaso – CFO Jason Fooks – VP, IR.

Q - Jade Rahmani.

Ladies and gentlemen, good day and welcome to iStar Financial's Fourth Quarter and Fiscal Year 2014 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 Mr.

Jason Fooks, Vice President of Investor Relations and Marketing. Please go ahead, sir..

Thank you, John, and good morning, everyone. Thank you for joining us today to review iStar Financial's fourth quarter and fiscal year 2014 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 website 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 352604.

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 Financial's 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 obligation to update these forward-looking statements except as expressly required by law. Now, I’d like to turn the call over to iStar's Chairman and CEO, Jay Sugarman.

Jay?.

Thanks, Jason and thanks for those of you joining us this morning. Our fourth quarter was our most active in terms of investments and topped of a year in which we began to meaningfully capitalize on our multidisciplinary platform and core competitive strength.

By taking advantage of yearend market volatility, we were able to close on over $450 million of new investment commitments in the quarter, bringing full year investments and commitments to $1.3 billion.

The latest transactions continued our theme of investing in top markets and high quality locations while seeking well capitalized sponsors and attractive risk adjusted spreads.

The combination of increased investment activity, along with improving valuations in the existing portfolio, helped us again generate positive adjusted income for the quarter and almost $100 million in adjusted income for the year. That is a brief overview of our major business lines.

In real estate finance, segment profit was approximately $15 million after interest in G&A allocations. We ramped up investments late in the quarter and have not yet fully funded all those deals, so there's good forward momentum going into the New Year. Full year segment profit was $72 million versus $24 million in 2013.

In net lease, we got a small pop from the sale of several small properties within the portfolio and continue to seek out interesting investments for our joint venture. Net lease segment profit for the fourth quarter was $20 million compared to $12 million last quarter and $54 million for the year versus $38 million in 2013.

Segment profit in the operating portfolio was also $15 million, continuing the strong performance from this business line. Continued gains in the residential portfolio have driven profitability in this segment as we continue to reposition and re-lease much of the commercial portfolio.

Full year profit in the operating portfolio was $55 million versus prior year of $73 million. And lastly, in our land portfolio, segment loss was $13.1 million, trending better to last quarter’s $16 million loss. These numbers should continue to trend better as we bring more projects to full entitlement and ultimate salability.

Full year loss in land was $64 million, compared to a loss of $75 million in 2013. And with that, let me turn it over to Dave to provide the details of the quarter and the year.

Dave?.

Thanks Jay and good morning everyone. Let me begin by discussing our financial results for the fourth quarter and fiscal year 2014, before moving on to investments activity and the performance of our business segments. Finally, I’ll finish up with an update on our balance sheet.

For the quarter, our adjusted income allocable to common shareholders increased to $13 million or $0.14 per diluted common share from a loss of $19 million, or $0.23 per diluted common share for the same quarter last year.

There were several factors that contributed to this improvement, including an increase of $14 million of income from sales of real estate and $6 million of additional revenues from other income. We also reduced interest expense by $7 million due to the reduction in total debt outstanding and a decrease in the weighted average cost of our debt.

Real estate expenses decreased by $6 million, as we continue to make progress on our land development and property repositioning efforts. Also, G&A expense decreased $6 million in part due to lower compensation expense for the quarter. The benefits were partially offset by $5 million reduction to earnings from lower equity method investment income.

Our net income loss allocable to common shareholders for the quarter was a loss of $28 million or $0.33 per common share, compared to a loss of $58 million, or $0.68 per diluted common share for the same period last year.

In addition to the explanations provided earlier for the year-over-year improvement, earnings benefited from a $5 million smaller loss on early extinguishment of debt related to the redemption of bonds we re-financed in the prior period, offset by an additional $4 million of asset related provisions.

For the full year 2014, we recorded adjusted income of $94 million or $0.88 per diluted common share compared to a loss of $22 million or $0.26 per diluted common share in 2013. The $116 million improvement was driven by several factors.

New investments in our real estate finance portfolio and favorable NPL and operating property resolutions, led to an increase in revenues year over year. In addition, we reduced our interest expense by $42 million this year, again primarily due to a decrease in our outstanding debt balance and cost of capital.

Sales of real estate, including those held as equity method investments, contributed an additional $19 million to adjusted income this year over last year, which was partially offset by $6 million of additional real estate expense.

Our net loss allocable to common shareholders for the year was a loss of $49 million or $0.57 per diluted common share, compared to a loss of $156 million or $1.83 per diluted common share for 2013. Let me now turn to investment activity in our real estate and loan portfolios.

During the quarter, we committed to $456 million of new investments, of which we funded $246 million. In addition, we funded $57 million associated with ongoing developments and prior financing commitments.

The fourth quarter’s activity brings our total investment commitments for the year to $1.3 billion, which represents our highest level of investing in a number of years.

We generated $151 million of proceeds from our portfolio this quarter, which included $58 million from repayments and sales of loans in our real estate finance segment, $14 million from sales of net lease properties, $72 million from sales of operating properties and $7 million in proceeds from land and other investments.

For the full year, our portfolio generated a total of $1.1 billion of proceeds. We ended the quarter with $472 million of available cash. At the end of the fourth quarter, our portfolio totaled $5.2 billion, which is gross of $469 million of accumulated depreciation and $34 million of general loan loss reserves.

Let me discuss each of our four business segments. Our real estate finance portfolio totaled $1.4 billion at the end of the quarter. The portfolio includes approximately $1.3 billion of performing loans, which generated a yield of 9.8% for the quarter, compared to an 8% yield for the same period last year.

Our performing loans are comprised of $662 million of first mortgages or senior loans and $684 million of mezzanine debt. At the end of the quarter, we had $65 million of NPLs, which decreased from $93.2 million at the end of the third quarter and down from $204 million at the end of 2013.

For the quarter, we recorded a $5 million loan loss provision, which included $3 million of general provisions associated with the growth of our performing loan portfolio. Our total reserve for loan losses at December 31 was $98 million. Now, let me provide a brief update on certain key metrics relating to our net lease portfolio.

At the end of the quarter, we had $1.7 billion of net lease assets, gross of $364 million of accumulated depreciation. This portfolio was 96% leased at the end of the quarter with a weighted average remaining lease term of nearly 12 years.

For the quarter, our total net lease portfolio generated an unleveraged yield of 7.8% compared to a yield of 7.5% for the same period last year. In addition, we recorded a $6 million gain associated with net lease properties sold during the quarter.

At the end of the quarter, our net lease fund had a total of $333 million of assets gross of depreciation. Our equity stake in these assets is $125 million and we have contributed 48% of our total commitment to the fund. Next, I'll turn to our operating properties portfolio.

Our operating properties totaled $900 million, gross of $96 million of accumulated depreciation. The portfolio was comprised of $744 million of commercial and $156 million of residential real estate properties. The commercial properties generated $29 million of revenue, offset by $22 million of expenses during the quarter.

At quarter end, we had $109 million of stabilized commercial operating properties. These properties were 88% leased, resulting in a 7.8% unleveraged yield for the quarter. The remaining $635 million of commercial operating properties are transitional real estate properties that were 58% leased and generated a 2.5% unleveraged yield for the quarter.

We are continuing to actively lease these properties in order to maximize their value. Of our 6,000,000 square feet of commercial operating space, we executed leases covering approximately 445,000 square feet during the quarter.

The residential operating properties were comprised of 332 luxury condominium units remaining in inventory at the end of the quarter. During the quarter, we sold 127 condos for a total of $71 million in proceeds and recorded $24 million of income, offset by $7 million of expenses. That brings me to our land portfolio.

At the end of the quarter, our land portfolio totaled $1.1 billion and included 11 master planned communities, 15 infill land parcels, and six waterfront land parcels. Our master planned communities are currently entitled for approximately 25,000 lots.

Our infill and waterfront parcels are currently entitled for 6,000 residential units and select projects include commercial, retail, and office. The projects in the portfolio are well diversified in locations such as California, the New York Metro area, Florida, and several markets in the Mid-Atlantic and Southwest regions.

At quarter end we had six land projects in production, 13 in development, and 13 in the pre-development phase. During the quarter, iStar and our co-lenders took title to an infill land asset in Las Vegas, Nevada in satisfaction of a loan we had previously made.

In addition, we successfully rezoned an owned property which we expect to develop as part of our land strategy. We had a total of 67 lot sales this quarter, which includes properties we hold through equity method investments. These lot sales generated $5.8 million of revenues, offset by $5.02 million of cost of land sales.

During the quarter, we recorded a $12 million impairment on the first phase of one asset due to a change in business strategy, which we believe will create value for the remaining phases at the project. We also invested $22 million in our overall land portfolio.

Let me finish by providing an update on our capital markets activities during the year, which have continued to strengthen our balance sheet. In 2014, we repaid our largest secured credit facility, which had a principal balance of $1.3 billion and re-financed it with 4% and 5% unsecured notes.

In the process, we unencumbered $2 billion of high quality collateral and reduced our secured debt to just 15% of our total debt outstanding. In addition, during the year we repaid $73 million on our 2012 secured credit facility, including $24 million during the fourth quarter to bring the balance of that facility down to $359 million.

Our weighted average cost of debt for the fourth quarter was 5.5%, down from 5.7% for the fourth quarter of last year. Our leverage was 2.0 times at the end of the quarter and remains at the low end of our targeted range of 2 to 2.5 times. With that, let me turn it back to Jay.

Jay?.

Thanks, Dave. Our goals in 2015 are to continue finding holes in the market that we can fill with attractively priced and well-structured transactions.

The volatility we saw at the end of last year made that easier and ongoing volatility in the energy, currency and political environments should create interesting places to deploy capital throughout the year. We are also actively engaged in realizing on the hard work put into the legacy portfolio assets.

And while volatility may create some bumps in the road on those efforts, we think overall the low interest environment is well suited to help us maximize the value of assets throughout the portfolio. Okay, with that summary, let's open it up for questions.

Operator?.

[Operator Instructions]. And first the line of Jade Rahmani with KBW. Please go ahead..

Good morning and thanks for taking my questions. I wanted to ask what your view is of the current lending environment and the amount of capital chasing commercial real estate.

What, in particular, will you do to stay disciplined? How can you find attractive deals in this current competitive environment? What are some characteristics of the recent deals you've been able to win and also target returns for that segment?.

Jade, we’ve been on the record saying the markets certainly has plenty of capital and there are good, smart competitors out there, but we continue to see opportunities where we bring something special to the table. As you know macro trend is that the banks have withdrawn from big parts of the market.

Those things that require, we’ve historically talked about custom tailoring. Our favorite ones are the ones where it’s not exactly clear what the borrower needs, but you can tell where it’s headed and you get involved early and you give that borrower comfort that you’re going to be there still is a major competitive advantage in this market.

We think larger transactions still have less competition. CMBS World is pretty good at what they do, but we think we are pretty good at what we do. It’s a pretty big market and we’ve been finding holes in it that we’ve been able to exploit, but I'm not going to tell you it’s not competitive.

It’s just where we find opportunities, typically those deals where there's not a lot of competition..

What can you say about where target returns are for the types of deals you're pursuing?.

We’re still trying to earn on an unlevered basis in the high single digits. Spreads on a floating rate basis of 600 to 700 on a fixed rate, somewhere in the 9% to 10% range..

Regarding the quarter's strong pace of origination, do you view that as outsized due to the volatility you cited at year-end or is that along the lines of sustainable going forward?.

We can call that run rate. We always think the fourth quarter creates some year-end opportunities that are unusual and I would say it happened again this year. I think we’ll continue to have a strong pipeline, but that was probably even better than we thought..

Okay.

On the net lease side, do you expect to grow the portfolio this year? Do you think that there's potential for portfolio trades or portfolio acquisitions opportunities as a result of any volatility and pricing in that segment?.

Honestly, we haven’t seen the same kind of volatility impact that we saw on the financing markets. I think that’s a slow, steady go over there.

We still believe there are going to be opportunities that are distinctly iStar in nature, but I’ll tell you that’s still a tough competitive business and where we do find opportunities they’re taking a long time to get closed..

So in terms of growth in that portfolio, would you expect it to remain flat for the year or grow on a net basis? In addition to that, could you just update us on the sovereign wealth joint venture?.

I think as Dave said, we are about halfway through that venture. We’ve got a couple of things in the pipeline for it that we are still working on. That was really a three year venture. We are about half way through it in terms of time. So I think we are right on schedule. We are not pushing it.

We think there are good deals out there, but those that we lose, we’re not crying any tears over. We do think we are going to continue to look at that portfolio, put some new assets in there, but also look at potentially monetizing some of the existing assets. So there’ll be some back and forth.

I’d say slow net growth, but nothing that’s too material..

Okay.

On the land segment, can you talk to potential drivers of revenues this year and next year and also the number of additional assets you think you can get into production this year to add to the revenue generation?.

That’s a little tricky. Obviously we have pretty good visibility on the finance and net lease. When we look at our land portfolio, we are looking at a bunch of variables in terms of trying to figure out when to bring things to market and how to maximize their value for the company. But we do have a couple of nice deals coming online this year.

When I say online, I mean they will be fully entitled and sellable if we want to sell them in whole. Or we can phase them out, or we can actually take them through even further into the development process.

That’s the kind of analytical work we do on each asset to try to figure out when is the optimal time to sell, to maximize those values both on a pre-tax and after tax basis. So I’d say two or three interesting opportunities this year should come online and we’ll describe them as they come online, one in southern California.

We’ve got a nice project up in northern California that’s very close. And some of the JV work that we’ve been doing may come to fruition late in this year. So nothing specific that I want to point to you right now, but Jade as the year goes along, you’re going to hear us talk about some very specific asset opportunities..

Okay. Regarding the capital markets activity, it sounds like you did -- you did a lot of work in 2014.

Do you expect to do a material amount of capital markets, either issuance or -- I think there’s a $100 million bond due, but anything on that front you’d comment on?.

I think you put your finger on it. There’s nothing we have to do this year. Obviously we’re looking at a growing portfolio of opportunities on the investment side. And to the extent that was to be attractive, we may look to tap the markets for some additional capital. But there’s nothing we have to do this year other than the small $100 million deal..

Okay, thanks. And just finally, a strategic question. A couple of your competitors are involved in the asset management space. And just wanted to get your thoughts on whether this is something iStar could explore, if that’s something interesting to you or what you think about that..

Look, I think there are some interesting business models out there. Historically we’ve focused on trying to generate high returns on equity on individual investments. We think that’s where our real strengths are. We’re not so interested in trying to put lots of assets on the book at what we perceive as a pretty _ point of the market.

So I don’t think you’ll see us switch to trying to grow the balance sheet enormously right now. We think the individual investments are good and smart ways to deploy capital. If that changes or we see a better opportunity out there, we’ll certainly consider it.

But right now just given the macro factors I’m not sure that’s something we’re going to consider..

Great. Thanks very much and thanks for taking the questions..

And Mr. Fooks, we have no further questions in queue..

Great. Thanks, John, and thanks, 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? Thanks. .

Certainly and yeah. Ladies and gentlemen, this conference is available for replay. It starts today at 12:30 PM Eastern, will last until March 5 at midnight. You can access the replay at any time by dialing 800-475-6701 and the access code 352604. That number again, 800-475-6701 and the access code 352604. That does conclude your conference for today.

Thank you for your participation. You may now disconnect..