EX-99.1 2 a10-13473_1ex99d1.htm EX-99.1

Exhibit 99.1

 

iStar Financial Inc.
Pro Forma Condensed Consolidated Balance Sheet
As of March 31, 2010
(In thousands, expect per share data)
(Unaudited)

 

 

 

As
Reported

 

Pro Forma
 Adjustments

 

Pro Forma

 

ASSETS

 

 

 

 

 

 

 

Loans and other lending investments, net

 

$

6,731,546

 

$

105,595

(A)

$

6,837,141

 

Corporate tenant lease assets, net

 

1,823,854

 

 

1,823,854

 

Other investments

 

411,003

 

 

411,003

 

Real estate held for investment, net

 

538,786

 

 

538,786

 

Other real estate owned

 

829,851

 

 

829,851

 

Assets held for sale

 

1,158,595

 

(1,063,479

)(A)(C)

95,116

 

Cash and cash equivalents

 

640,858

 

292,728

 (B)(C)

933,586

 

Restricted cash

 

20,518

 

 

20,518

 

Accrued interest and operating lease income receivable, net

 

51,571

 

 

51,571

 

Deferred operating lease income receivable

 

60,808

 

 

60,808

 

Deferred expenses and other assets, net

 

88,165

 

(6,612

)(A)

81,553

 

Total assets

 

$

12,355,555

 

$

(671,768

)

11,683,787

 

LIABILITIES AND EQUITY

 

 

 

 

 

 

 

Liabilities:

 

 

 

 

 

 

 

Accounts payable, accrued expenses and other liabilities

 

$

254,747

 

$

12,653

(A)

$

267,400

 

Debt obligations, net

 

10,469,573

 

(924,780

)(A)

9,544,793

 

Total liabilities

 

10,724,320

 

(912,127

)

9,812,193

 

Commitments and contingencies

 

 

 

 

Redeemable noncontrolling interests

 

7,442

 

 

7,442

 

Equity:

 

 

 

 

 

 

 

iStar Financial Inc. shareholders’ equity:

 

 

 

 

 

 

 

Preferred Stock Series D, E, F, G and I, liquidation preference $25.00 per share

 

22

 

 

22

 

High Performance Units

 

9,800

 

 

9,800

 

Common Stock, $0.001 par value, 200,000 shares authorized, 138,123 issued and 93,382 outstanding at March 31, 2010

 

138

 

 

138

 

Additional paid-in capital

 

3,795,797

 

 

3,795,797

 

Retained earnings (deficit)

 

(2,077,552

)

241,748

(D)

(1,835,804

)

Accumulated other comprehensive income

 

1,130

 

 

1,130

 

Treasury stock, at cost, $0.001 par value, 44,741 shares at March 31, 2010

 

(154,932

)

 

(154,932

)

Total iStar Financial Inc. shareholders’ equity

 

1,574,403

 

241,748

 

1,816,151

 

Noncontrolling interests

 

49,390

 

(1,389

)(A)

48,001

 

Total equity

 

1,623,793

 

240,359

 

1,864,152

 

Total liabilities and equity

 

$

12,355,555

 

$

(671,768

)

$

11,683,787

 

 

The accompanying notes are an integral part of the unaudited pro forma condensed consolidated financial statements.

 

1



 

iStar Financial Inc.
Pro Forma Condensed Consolidated Statement of Operations
For the three months ended March 31, 2010
(In thousands, expect per share data)
(Unaudited)

 

 

 

As
Reported

 

Pro Forma
Adjustments
 (E)

 

Pro Forma

 

Revenue:

 

 

 

 

 

 

 

Interest income

 

$

116,616

 

$

 

$

116,616

 

Operating lease income

 

43,735

 

 

43,735

 

Other income

 

13,198

 

 

13,198

 

Total revenue

 

173,549

 

 

173,549

 

Costs and expenses:

 

 

 

 

 

 

 

Interest expense

 

87,216

 

 

87,216

 

Operating costs—corporate tenant lease assets

 

4,070

 

 

4,070

 

Depreciation and amortization

 

15,826

 

 

15,826

 

General and administrative

 

27,216

 

 

27,216

 

Provision for loan losses

 

89,469

 

 

89,469

 

Impairment of other assets

 

5,921

 

 

5,921

 

Other expense

 

17,683

 

 

17,683

 

Total costs and expenses

 

247,401

 

 

247,401

 

Income (loss) before earnings from equity method investments and gain on early extinguishment of debt

 

(73,852

)

 

(73,852

)

Gain on early extinguishment of debt

 

38,728

 

 

38,728

 

Earnings from equity method investments

 

11,430

 

 

11,430

 

Income (loss) from continuing operations

 

$

(23,694

)

$

 

$

(23,694

)

Per common share data:

 

 

 

 

 

 

 

Income (loss) attributable to iStar Financial Inc. from continuing operations:

 

 

 

 

 

 

 

Basic and diluted

 

$

(0.35

)

 

 

$

(0.35

)

Weighted average number of common shares—basic and diluted

 

93,923

 

 

 

93,923

 

Per HPU share data:

 

 

 

 

 

 

 

Income (loss) attributable to iStar Financial Inc. from continuing operations:

 

 

 

 

 

 

 

Basic and diluted

 

$

(66.00

)

 

 

$

(66.00

)

Weighted average number of HPU shares—basic and diluted

 

15

 

 

 

15

 

 

The accompanying notes are an integral part of the unaudited pro forma condensed consolidated financial statements.

 

2



 

iStar Financial Inc.
Pro Forma Condensed Consolidated Statement of Operations
For the year ended December 31, 2009
(In thousands, expect per share data)
(Unaudited)

 

 

 

As
Reported

 

Pro Forma
 Adjustments
 (F)

 

Pro Forma

 

Revenue:

 

 

 

 

 

 

 

Interest income

 

$

557,809

 

$

 

$

557,809

 

Operating lease income

 

305,007

 

(114,563

)

190,444

 

Other income

 

30,468

 

(11

)

30,457

 

Total revenue

 

893,284

 

(114,574

)

778,710

 

Costs and expenses:

 

 

 

 

 

 

 

Interest expense

 

481,116

 

(65,748

)

415,368

 

Operating costs—corporate tenant lease assets

 

23,467

 

(6,725

)

16,742

 

Depreciation and amortization

 

97,869

 

(31,750

)

66,119

 

General and administrative

 

127,044

 

(11

)

127,033

 

Provision for loan losses

 

1,255,357

 

 

1,255,357

 

Impairment of other assets

 

126,885

 

 

126,885

 

Other expense

 

104,795

 

(496

)

104,299

 

Total costs and expenses

 

2,216,533

 

(104,730

)

2,111,803

 

Income (loss) before earnings from equity method investments and other items

 

(1,323,249

)

(9,844

)

(1,333,093

)

Gain on early extinguishment of debt

 

547,349

 

 

547,349

 

Earnings from equity method investments

 

5,298

 

 

5,298

 

Income (loss) from continuing operations

 

$

(770,602

)

$

(9,844

)

$

(780,446

)

Per common share data:

 

 

 

 

 

 

 

Income (loss) attributable to iStar Financial Inc. from continuing operations (1):

 

 

 

 

 

 

 

Basic and diluted

 

$

(7.89

)

 

 

$

(7.98

)

Weighted average number of common shares—basic and diluted

 

100,071

 

 

 

100,071

 

Per HPU share data:

 

 

 

 

 

 

 

Income (loss) attributable to iStar Financial Inc. from continuing operations (1):

 

 

 

 

 

 

 

Basic and diluted

 

$

(1,503.13

)

 

 

$

(1,521.47

)

Weighted average number of HPU shares—basic and diluted

 

15

 

 

 

15

 

 

Explanatory Note:

 


(1)

Pro forma loss attributable to iStar Financial Inc. from continuing operations and allocable to common shareholders and HPU holders was ($798,876) and ($22,819), respectively, and excludes preferred dividends and net (income) loss from noncontrolling interests.

 

The accompanying notes are an integral part of the unaudited pro forma condensed consolidated financial statements.

 

3



 

iStar Financial Inc.
Pro Forma Condensed Consolidated Statement of Operations
For the year ended December 31, 2008
(In thousands, expect per share data)
(Unaudited)

 

 

 

As
Reported

 

Pro Forma
Adjustments
(F)

 

Pro Forma

 

Revenue:

 

 

 

 

 

 

 

Interest income

 

$

947,661

 

$

 

$

947,661

 

Operating lease income

 

308,742

 

(114,444

)

194,298

 

Other income

 

97,851

 

(102

)

97,749

 

Total revenue

 

1,354,254

 

(114,546

)

1,239,708

 

Costs and expenses:

 

 

 

 

 

 

 

Interest expense

 

666,706

 

(43,532

)

623,174

 

Operating costs—corporate tenant lease assets

 

23,059

 

(6,485

)

16,574

 

Depreciation and amortization

 

94,726

 

(31,399

)

63,327

 

General and administrative

 

143,902

 

(10

)

143,892

 

Provision for loan losses

 

1,029,322

 

 

1,029,322

 

Impairment of other assets

 

334,830

 

 

334,830

 

Other expense

 

37,234

 

218

 

37,452

 

Total costs and expenses

 

2,329,779

 

(81,208

)

2,248,571

 

Income (loss) before earnings from equity method investments and other items

 

(975,525

)

(33,338

)

(1,008,863

)

Gain on early extinguishment of debt

 

393,131

 

 

393,131

 

Gain on sale of joint venture interest

 

280,219

 

 

280,219

 

Earnings from equity method investments

 

6,535

 

 

6,535

 

Income (loss) from continuing operations

 

$

(295,640

)

$

(33,338

)

$

(328,978

)

Per common share data:

 

 

 

 

 

 

 

Income (loss) attributable to iStar Financial Inc. from continuing operations (1):

 

 

 

 

 

 

 

Basic and diluted

 

$

(2.68

)

 

 

$

(2.93

)

Weighted average number of common shares—basic and diluted

 

131,153

 

 

 

131,153

 

Per HPU share data:

 

 

 

 

 

 

 

Income (loss) attributable to iStar Financial Inc. from continuing operations (1):

 

 

 

 

 

 

 

Basic and diluted

 

$

(505.47

)

 

 

$

(552.53

)

Weighted average number of HPU shares—basic and diluted

 

15

 

 

 

15

 

 

Explanatory Note:

 


(1)

Pro forma loss attributable to iStar Financial Inc. from continuing operations and allocable to common shareholders and HPU holders was ($382,972) and ($8,288), respectively, and excludes preferred dividends and net (income) loss from noncontrolling interests.

 

The accompanying notes are an integral part of the unaudited pro forma condensed consolidated financial statements.

 

4



 

iStar Financial Inc.
Pro Forma Condensed Consolidated Statement of Operations
For the year ended December 31, 2007
(In thousands, expect per share data)
(Unaudited)

 

 

 

As
Reported

 

Pro Forma
Adjustments
(F)

 

Pro Forma

 

Revenue:

 

 

 

 

 

 

 

Interest income

 

$

998,008

 

$

 

$

998,008

 

Operating lease income

 

306,513

 

(113,608

)

192,905

 

Other income

 

99,938

 

(250

)

99,688

 

Total revenue

 

1,404,459

 

(113,858

)

1,290,601

 

Costs and expenses:

 

 

 

 

 

 

 

Interest expense

 

629,260

 

(20

)

629,240

 

Operating costs—corporate tenant lease assets

 

27,915

 

(8,304

)

19,611

 

Depreciation and amortization

 

83,690

 

(30,127

)

53,563

 

General and administrative

 

156,534

 

(14

)

156,520

 

Provision for loan losses

 

185,000

 

 

185,000

 

Impairment of other assets

 

144,184

 

 

144,184

 

Other expense

 

8,927

 

 

8,927

 

Total costs and expenses

 

1,235,510

 

(38,465

)

1,197,045

 

Income (loss) before earnings from equity method investments and other items

 

168,949

 

(75,393

)

93,556

 

Gain on early extinguishment of debt

 

225

 

 

225

 

Earnings from equity method investments

 

29,626

 

 

29,626

 

Income (loss) from continuing operations

 

$

198,800

 

$

(75,393

)

$

123,407

 

Per common share data:

 

 

 

 

 

 

 

Income (loss) attributable to iStar Financial Inc. from continuing operations:

 

 

 

 

 

 

 

Basic

 

$

1.19

 

 

 

$

0.61

 

Diluted

 

$

1.18

 

 

 

$

0.60

 

Weighted average number of common shares—basic

 

126,801

 

 

 

126,801

 

Weighted average number of common shares—diluted

 

127,542

 

 

 

127,542

 

Per HPU share data(1):

 

 

 

 

 

 

 

Income (loss) attributable to iStar Financial Inc. from continuing operations:

 

 

 

 

 

 

 

Basic

 

$

224.40

 

 

 

$

114.32

 

Diluted

 

$

223.27

 

 

 

$

113.88

 

Weighted average number of HPU shares—basic and diluted

 

15

 

 

 

15

 

 

Explanatory Note:

 


(1)

Pro forma income attributable to iStar Financial Inc. from continuing operations and allocable to common shareholders was $76,640 and $76,733 on a basic and dilutive basis, respectively, and pro forma income attributable to iStar Financial Inc. from continuing operations and allocable to HPU holders was $1,715 and $1,708 on a basic and dilutive basis, respectively. Amounts allocable to common shareholders and HPU holders excludes preferred dividends and net (income) loss from noncontrolling interests.

 

The accompanying notes are an integral part of the unaudited pro forma condensed consolidated financial statements.

 

5



 

iStar Financial Inc.

 

Notes to the Pro Forma Condensed Consolidated Financial Statements

 

(unaudited)

 

Basis of Presentation

 

On June 25, 2010, iStar Financial Inc. (the “Company”) completed the sale of 32 real properties, or interests therein (the “Portfolio”), to various subsidiaries of Dividend Capital Total Realty Trust Inc. (the “Buyer”). The properties are leased to a diverse group of corporate tenants, primarily on a triple net lease basis.

 

The aggregate purchase price for the portfolio was approximately $1.35 billion, before closing costs and customary prorations of taxes, operating expenses, leasing costs and other items. The Company provided the Buyer with mezzanine loans totaling approximately $105.6 million as part of its financing for the transaction. The mezzanine loans bear interest at an initial blended rate of 8.8% per annum and have effective maturities of three and five years. The balance of the purchase price was received in cash. The Company used the proceeds from this transaction to repay a $924.8 million loan collateralized by the properties being sold that was scheduled to mature in April 2011, as well as for general corporate purposes.

 

The accompanying unaudited pro forma Condensed Consolidated Balance Sheet as of March 31, 2010 has been prepared to reflect the effect of the disposition of the Portfolio as if the transaction had occurred on March 31, 2010. The unaudited pro forma Condensed Consolidated Statements of Operations of the Company for the three months ended March 31, 2010 and for the years ended December 31, 2009, 2008 and 2007 are presented assuming the sale of the Portfolio had been completed on January 1, 2007.

 

In the opinion of the Company’s management, the unaudited pro forma Condensed Consolidated Financial Statements include all material adjustments necessary to reflect, on a pro forma basis, the impact of the disposition on the historical financial information of the Company. The pro forma adjustments, as presented, are based on estimates and certain information that is currently available to the Company’s management. The accompanying unaudited pro forma Condensed Consolidated Financial Statements are not necessarily indicative of the financial condition, results of operations or cash flows that would have been reported had the sale occurred on the dates specified, nor are they indicative of the Company’s future financial condition or results of operations. The pro forma adjustments are based upon information and assumptions available at the time of the filing of this Current Report on Form 8-K.

 

Pro Forma Adjustments

 

The following pro forma adjustments have been prepared to reflect the following:

 

 

Unaudited Pro Forma Condensed Consolidated Balance Sheet as of March 31, 2010:

 

 

(A)

Reflects the effect of the sale of the Portfolio, the related $105.6 million mezzanine financing provided to the Buyer and the Company’s repayment of its remaining debt collateralizing the Portfolio, as if these transactions had been consummated on March 31, 2010.

 

 

(B)

Reflects the proceeds received on June 25, 2010, net of $105.6 million mezzanine financing, repayment of the remaining $924.8 million debt collateralizing the Portfolio, estimated closing costs and other cash related closing adjustments.

 

 

(C)

Includes approximately $14.6 million of restricted cash for tenant security deposits which were reclassified from assets held for sale to cash and cash equivalents.

 

 

(D)

Reflects net impact to equity after adjusting for changes to assets and liabilities resulting from the sale of the Portfolio and repayment of the remaining debt collateralizing the Portfolio as if these transactions had been consummated on March 31, 2010.

 

 

 

Unaudited Pro Forma Condensed Consolidated Statement of Operations for the three months ended March 31, 2010:

 

 

(E)

The pro forma Condensed Consolidated Statement of Operations for the three months ended March 31, 2010, assumes the sale of the Portfolio had been consummated on January 1, 2007. No adjustments are required as the results of operations from the assets in the Portfolio were reflected as Income from discontinued operations in the Company’s previously filed financial statements.

 

6



 

 

Unaudited Pro Forma Condensed Consolidated Statements of Operations for the years ended December 31, 2009, 2008 and 2007:

 

(F)

The pro forma Condensed Consolidated Statements of Operations for the years ended December 31, 2009, 2008 and 2007, assume the sale of the Portfolio had been consummated on January 1, 2007. The pro forma adjustments eliminate the revenues, costs and expenses which were directly attributable to the Portfolio and the repaid debt and would not continue after the completion of the sale.

 

7