[PART I. CONSOLIDATED FINANCIAL INFORMATION](index=3&type=section&id=PART%20I.%20CONSOLIDATED%20FINANCIAL%20INFORMATION) Presents iStar Inc.'s unaudited consolidated financial statements, highlighting significant net income growth from the Net Lease Sale and increased cash [Item 1. Financial Statements](index=3&type=section&id=Item%201.%20Financial%20Statements) Details iStar Inc.'s unaudited consolidated financial statements, including balance sheets, income, equity, and cash flows, with key notes [Consolidated Balance Sheets](index=3&type=section&id=Consolidated%20Balance%20Sheets) Presents iStar Inc.'s financial position, detailing assets, liabilities, and equity at specific points in time | Metric | March 31, 2022 (in thousands) | December 31, 2021 (in thousands) | | :-------------------------------------------------------------------------------- | :----------------------------- | :------------------------------ | | Total assets | $4,084,051 | $4,840,534 | | Real estate and other assets available and held for sale and classified as discontinued operations | $226,309 | $2,299,711 | | Cash and cash equivalents | $1,500,203 | $339,601 | | Total liabilities | $2,299,101 | $3,777,328 | | Total equity | $1,784,950 | $1,063,206 | - Total assets decreased by approximately **$756 million**, primarily due to the reclassification and sale of real estate and other assets held for sale[6](index=6&type=chunk) - Cash and cash equivalents increased significantly by over **$1.16 billion**, reflecting proceeds from the Net Lease Sale[6](index=6&type=chunk) [Consolidated Statements of Operations](index=4&type=section&id=Consolidated%20Statements%20of%20Operations) Summarizes iStar Inc.'s revenues, expenses, and net income over specific periods, highlighting operational performance | Metric | For the Three Months Ended March 31, 2022 (in thousands) | For the Three Months Ended March 31, 2021 (in thousands) | | :-------------------------------------------------------------------------------- | :----------------------------------------------------- | :----------------------------------------------------- | | Total revenues | $31,953 | $59,984 | | Total costs and expenses | $57,934 | $87,559 | | Earnings from equity method investments | $25,032 | $11,768 | | Net income from discontinued operations | $797,688 | $22,486 | | Net income | $795,800 | $7,989 | | Net income (loss) allocable to common shareholders | $610,855 | $(405) | | Basic and diluted EPS | $8.85 | $(0.01) | - Net income surged to **$795.8 million** in Q1 2022, primarily driven by a substantial net income from discontinued operations of **$797.7 million**[10](index=10&type=chunk) - Earnings from equity method investments more than doubled year-over-year, reaching **$25.03 million**[10](index=10&type=chunk) [Consolidated Statements of Comprehensive Income (Loss)](index=5&type=section&id=Consolidated%20Statements%20of%20Comprehensive%20Income%20(Loss)) Details iStar Inc.'s comprehensive income, including net income and other comprehensive income components, for specific periods | Metric | For the Three Months Ended March 31, 2022 (in thousands) | For the Three Months Ended March 31, 2021 (in thousands) | | :-------------------------------------------------------------------------------- | :----------------------------------------------------- | :----------------------------------------------------- | | Net income | $795,800 | $7,989 | | Other comprehensive income | $363 | $13,280 | | Comprehensive income attributable to iStar Inc. | $617,092 | $16,291 | - Comprehensive income attributable to iStar Inc. increased significantly to **$617.09 million** in Q1 2022, reflecting the strong net income performance[14](index=14&type=chunk) [Consolidated Statements of Changes in Equity](index=6&type=section&id=Consolidated%20Statements%20of%20Changes%20in%20Equity) Outlines changes in iStar Inc.'s total equity, including net income, dividends, and noncontrolling interests, over specific periods | Metric | As of March 31, 2022 (in thousands) | As of December 31, 2021 (in thousands) | | :-------------------------------------------------------------------------------- | :----------------------------- | :------------------------------ | | Total equity | $1,784,950 | $1,063,206 | | Net income | $795,800 | $7,989 | | Noncontrolling interests | $330,514 | $211,910 | | Common dividends declared | $(8,728) | $(8,236) | - Total equity increased by over **$721 million**, primarily due to the net income for the period and an increase in noncontrolling interests[18](index=18&type=chunk) [Consolidated Statements of Cash Flows](index=7&type=section&id=Consolidated%20Statements%20of%20Cash%20Flows) Presents iStar Inc.'s cash inflows and outflows from operating, investing, and financing activities for specific periods | Metric | For the Three Months Ended March 31, 2022 (in thousands) | For the Three Months Ended March 31, 2021 (in thousands) | | :-------------------------------------------------------------------------------- | :----------------------------------------------------- | :----------------------------------------------------- | | Cash flows used in operating activities | $(30,624) | $(3,795) | | Cash flows provided by investing activities | $2,417,867 | $137,635 | | Cash flows used in financing activities | $(1,229,992) | $(36,414) | | Changes in cash, cash equivalents and restricted cash | $1,157,254 | $97,315 | | Cash, cash equivalents and restricted cash at end of period | $1,551,250 | $247,881 | - Investing activities generated a substantial cash inflow of **$2.42 billion** in Q1 2022, primarily from the Net Lease Sale[23](index=23&type=chunk) - Financing activities resulted in a significant cash outflow of **$1.23 billion**, mainly due to debt repayments and repurchases[23](index=23&type=chunk) [Notes to Consolidated Financial Statements](index=9&type=section&id=Notes%20to%20Consolidated%20Financial%20Statements) Provides detailed explanations and additional information supporting the consolidated financial statements [Note 1—Business and Organization](index=9&type=section&id=Note%201—Business%20and%20Organization) Describes iStar Inc.'s business model, organizational structure, and primary reportable segments - iStar Inc. operates as a real estate investment trust (REIT), focusing on financing, investing in, and developing real estate and related projects[28](index=28&type=chunk) - The company's primary reportable business segments are net lease, real estate finance, operating properties, and land and development, with a focus on ground lease investments[28](index=28&type=chunk) [Note 2—Basis of Presentation and Principles of Consolidation](index=9&type=section&id=Note%202—Basis%20of%20Presentation%20and%20Principles%20of%20Consolidation) Explains the basis of financial statement preparation, accounting principles, and consolidation policies, including Variable Interest Entities - The financial statements are unaudited and prepared in conformity with Form 10-Q and GAAP, requiring management estimates and assumptions[30](index=30&type=chunk)[31](index=31&type=chunk) - The company consolidates Variable Interest Entities (VIEs) for which it is the primary beneficiary, with VIE liabilities being non-recourse to the company[33](index=33&type=chunk)[34](index=34&type=chunk) | Metric | March 31, 2022 (in thousands) | December 31, 2021 (in thousands) | | :-------------------------------------------------------------------------------- | :----------------------------- | :------------------------------ | | Total assets of consolidated VIEs | $983,026 | $1,171,081 | | Total liabilities of consolidated VIEs | $28,529 | $518,483 | [Note 3—Summary of Significant Accounting Policies: Net Lease Sale and Discontinued Operations](index=10&type=section&id=Note%203—Summary%20of%20Significant%20Accounting%20Policies:%20Net%20Lease%20Sale%20and%20Discontinued%20Operations) Details the accounting treatment for the Net Lease Sale and its impact on discontinued operations, including recognized gains and cash proceeds - In March 2022, the company completed the Net Lease Sale, disposing of a net lease property portfolio for approximately **$3.07 billion**, recognizing a gain of **$663.7 million**[38](index=38&type=chunk) - The Net Lease Sale generated **$1.2 billion** in net cash proceeds after debt repayment and other expenses, aligning with the company's strategy to grow Ground Lease businesses[38](index=38&type=chunk)[39](index=39&type=chunk) | Metric | For the Three Months Ended March 31, 2022 (in thousands) | For the Three Months Ended March 31, 2021 (in thousands) | | :-------------------------------------------------------------------------------- | :----------------------------------------------------- | :----------------------------------------------------- | | Net income from discontinued operations | $797,688 | $22,486 | | Cash flows provided by operating activities from discontinued operations | $22,571 | $20,847 | | Cash flows provided by investing activities from discontinued operations | $2,553,349 | $566 | [Note 4—Real Estate](index=14&type=section&id=Note%204—Real%20Estate) Provides details on the company's real estate assets, including net real estate and real estate held for sale | Metric | As of March 31, 2022 (in thousands) | As of December 31, 2021 (in thousands) | | :-------------------------------------------------------------------------------- | :----------------------------- | :------------------------------ | | Real estate, net | $91,434 | $92,150 | | Real estate available and held for sale | $301 | $301 | | Total real estate | $91,735 | $92,451 | - Future minimum operating lease payments to be collected for the remaining nine months of 2022 are **$4.84 million**[58](index=58&type=chunk) [Note 5—Net Investment in Leases](index=14&type=section&id=Note%205—Net%20Investment%20in%20Leases) Details the company's net investment in leases, including sales of Ground Leases to an investment fund | Metric | As of March 31, 2022 (in thousands) | As of December 31, 2021 (in thousands) | | :-------------------------------------------------------------------------------- | :----------------------------- | :------------------------------ | | Net investment in leases | $28,131 | $43,215 | | Metric | For the Three Months Ended March 31, 2022 (in thousands) | For the Three Months Ended March 31, 2021 (in thousands) | | :-------------------------------------------------------------------------------- | :----------------------------------------------------- | :----------------------------------------------------- | | Provision for (recovery of) losses on net investment in leases | $281 | $(1,601) | - The company sold Ground Leases to an investment fund (Ground Lease Plus Fund) in which it holds a **53%** noncontrolling interest[61](index=61&type=chunk)[62](index=62&type=chunk) [Note 6—Land and Development](index=16&type=section&id=Note%206—Land%20and%20Development) Presents information on the company's land and development portfolio, including revenue and cost of sales | Metric | As of March 31, 2022 (in thousands) | As of December 31, 2021 (in thousands) | | :-------------------------------------------------------------------------------- | :----------------------------- | :------------------------------ | | Total land and development, net | $277,421 | $286,810 | | Land development revenue (Q1) | $14,900 | $32,249 | | Land development cost of sales (Q1) | $14,496 | $29,323 | - Land development revenue and cost of sales both decreased significantly in Q1 2022 compared to Q1 2021[70](index=70&type=chunk) [Note 7—Loans Receivable and Other Lending Investments, net](index=17&type=section&id=Note%207—Loans%20Receivable%20and%20Other%20Lending%20Investments,%20net) Details the company's loans receivable and other lending investments, including allowance for loan losses and non-accrual loans | Metric | As of March 31, 2022 (in thousands) | As of December 31, 2021 (in thousands) | | :-------------------------------------------------------------------------------- | :----------------------------- | :------------------------------ | | Total loans receivable and other lending investments, net | $331,839 | $332,844 | | Allowance for loan losses | $4,932 | $4,769 | | Metric | For the Three Months Ended March 31, 2022 (in thousands) | For the Three Months Ended March 31, 2021 (in thousands) | | :-------------------------------------------------------------------------------- | :----------------------------------------------------- | :----------------------------------------------------- | | Provision for (recovery of) loan losses | $163 | $(3,960) | - The company had one non-accrual impaired loan with a carrying value of **$59.64 million** as of March 31, 2022[84](index=84&type=chunk) [Note 8—Other Investments](index=21&type=section&id=Note%208—Other%20Investments) Provides information on other investments, including the investment in Safehold Inc. (SAFE) and the Ground Lease Plus Fund | Metric | As of March 31, 2022 (in thousands) | As of December 31, 2021 (in thousands) | | :-------------------------------------------------------------------------------- | :----------------------------- | :------------------------------ | | Total other investments | $1,526,019 | $1,297,281 | | Investment in Safehold Inc. ("SAFE") | $1,388,657 | $1,168,532 | | Ground Lease Plus Fund | $64,548 | $17,630 | | Metric | For the Three Months Ended March 31, 2022 (in thousands) | For the Three Months Ended March 31, 2021 (in thousands) | | :-------------------------------------------------------------------------------- | :----------------------------------------------------- | :----------------------------------------------------- | | Earnings from equity method investments | $25,032 | $11,768 | | Management fees from SAFE | $4,500 | $3,500 | - iStar Inc. owned approximately **64.7%** of SAFE's common stock outstanding as of March 31, 2022, and acts as SAFE's external manager[92](index=92&type=chunk)[96](index=96&type=chunk) [Note 9—Other Assets and Other Liabilities](index=25&type=section&id=Note%209—Other%20Assets%20and%20Other%20Liabilities) Details deferred expenses, other assets, accounts payable, accrued expenses, and other liabilities | Metric | As of March 31, 2022 (in thousands) | As of December 31, 2021 (in thousands) | | :-------------------------------------------------------------------------------- | :----------------------------- | :------------------------------ | | Deferred expenses and other assets, net | $97,682 | $100,434 | | Accounts payable, accrued expenses and other liabilities | $198,886 | $236,732 | | Accrued expenses | $115,461 | $151,810 | - Accounts payable, accrued expenses, and other liabilities decreased by approximately **$37.8 million**, primarily due to a reduction in accrued expenses[130](index=130&type=chunk) [Note 10—Debt Obligations, net](index=26&type=section&id=Note%2010—Debt%20Obligations,%20net) Presents details on the company's debt obligations, including senior term loans and unsecured notes, and changes due to repayments | Metric | As of March 31, 2022 (in thousands) | As of December 31, 2021 (in thousands) | | :-------------------------------------------------------------------------------- | :----------------------------- | :------------------------------ | | Total debt obligations, net | $2,084,252 | $2,572,174 | | Senior Term Loan | $0 | $491,875 | | Unsecured notes | $2,012,500 | $2,012,500 | - Total debt obligations, net, decreased by approximately **$487.9 million**, primarily due to the full repayment of the **$650 million** Senior Term Loan in March 2022 using Net Lease Sale proceeds[131](index=131&type=chunk)[138](index=138&type=chunk) - The company incurred a **$1.4 million** loss on early extinguishment of debt related to the Senior Term Loan repayment[138](index=138&type=chunk) [Note 11—Commitments and Contingencies](index=28&type=section&id=Note%2011—Commitments%20and%20Contingencies) Outlines the company's unfunded commitments, operating lease obligations, and potential impacts from legal proceedings | Commitment Type | Total (in thousands) | | :-------------------------------------------------------------------------------- | :------------------- | | Performance-Based Commitments | $120,996 | | Strategic Investments | $7,386 | | **Total unfunded commitments** | **$128,382** | - Future minimum operating lease obligations (undiscounted cash flows) total **$23.87 million**[149](index=149&type=chunk) - The company does not expect any pending legal proceedings to have a material adverse effect on its consolidated financial statements[150](index=150&type=chunk) [Note 12—Derivatives](index=29&type=section&id=Note%2012—Derivatives) Describes the company's use of derivative instruments, such as interest rate swaps and caps, for risk management purposes | Metric | As of March 31, 2022 (in thousands) | As of December 31, 2021 (in thousands) | | :-------------------------------------------------------------------------------- | :----------------------------- | :------------------------------ | | Derivative Liabilities (Designated in Hedging Relationships) | $0 | $8,395 | - The company uses interest rate swaps and caps to minimize interest rate risks, not for speculative purposes[151](index=151&type=chunk) - Approximately **$2.6 million** related to cash flow hedges held by SAFE is expected to be reclassified from accumulated other comprehensive income (loss) to earnings from equity method investments over the next 12 months[154](index=154&type=chunk) [Note 13—Equity](index=31&type=section&id=Note%2013—Equity) Details the company's equity structure, including preferred stock, common stock dividends, and stock repurchase authorizations | Preferred Stock Series | Shares Issued and Outstanding (in thousands) | Carrying Value (in thousands) | | :-------------------------------------------------------------------------------- | :----------------------------------------- | :---------------------------- | | D | 4,000 | $89,041 | | G | 3,200 | $72,664 | | I | 5,000 | $120,785 | | **Total** | **12,200** | **$282,490** | - Common stock dividends of **$8.7 million** (**$0.125** per share) were declared for Q1 2022[161](index=161&type=chunk) - The Board of Directors authorized an increase to the stock repurchase program to **$50.0 million**, with **$50.0 million** remaining authorization as of March 31, 2022[162](index=162&type=chunk) [Note 14—Stock-Based Compensation Plans and Employee Benefits](index=32&type=section&id=Note%2014—Stock-Based%20Compensation%20Plans%20and%20Employee%20Benefits) Explains the company's stock-based compensation plans and employee benefits, including related income and accrued costs | Metric | For the Three Months Ended March 31, 2022 (in thousands) | For the Three Months Ended March 31, 2021 (in thousands) | | :-------------------------------------------------------------------------------- | :----------------------------------------------------- | :----------------------------------------------------- | | Stock-based compensation (income) expense | $(12,427) | $5,508 | - The company recorded a **$12.4 million** stock-based compensation income in Q1 2022, a significant decrease from a **$5.5 million** expense in Q1 2021, primarily due to a **$19.3 million** decrease in performance-based compensation[166](index=166&type=chunk)[249](index=249&type=chunk) - Accrued compensation costs relating to iPIP plans were **$102.4 million** as of March 31, 2022[178](index=178&type=chunk) [Note 15—Earnings Per Share](index=34&type=section&id=Note%2015—Earnings%20Per%20Share) Presents the calculation of basic and diluted earnings per share, including net income allocable to common shareholders | Metric | For the Three Months Ended March 31, 2022 | For the Three Months Ended March 31, 2021 | | :-------------------------------------------------------------------------------- | :---------------------------------------- | :---------------------------------------- | | Net income (loss) allocable to common shareholders | $610,855 | $(405) | | Basic and diluted earnings per common share | $8.85 | $(0.01) | | Weighted average common shares outstanding | 69,037 | 73,901 | - Basic and diluted EPS increased substantially to **$8.85** in Q1 2022, primarily due to the net income from discontinued operations[188](index=188&type=chunk) [Note 16—Fair Values](index=35&type=section&id=Note%2016—Fair%20Values) Provides fair value disclosures for financial instruments, including debt obligations and available-for-sale securities | Metric | Carrying Value (in millions) | Fair Value (in millions) | | :-------------------------------------------------------------------------------- | :--------------------------- | :----------------------- | | Total debt obligations, net (Mar 31, 2022) | $2,084 | $2,329 | | Available-for-sale securities (Mar 31, 2022) | $24,864 (in thousands) | $24,864 (in thousands) | - The fair value of the company's 3.125% Senior Convertible Notes was **$497.5 million** as of March 31, 2022[198](index=198&type=chunk) [Note 17—Segment Reporting](index=37&type=section&id=Note%2017—Segment%20Reporting) Details financial information by reportable segment, including Net Lease, Real Estate Finance, Operating Properties, and Land and Development - The company operates in four reportable segments: Net Lease, Real Estate Finance, Operating Properties, and Land and Development[199](index=199&type=chunk) - Following the Net Lease Sale, the Net Lease segment primarily includes investments in SAFE and Ground Lease adjacent businesses[199](index=199&type=chunk) | Metric | For the Three Months Ended March 31, 2022 (in thousands) | For the Three Months Ended March 31, 2021 (in thousands) | | :-------------------------------------------------------------------------------- | :----------------------------------------------------- | :----------------------------------------------------- | | Segment profit (loss) | $(11,111) | $(10,671) | | Total portfolio assets (Mar 31, 2022) | $2,481,454 | $4,395,527 (Dec 31, 2021) | [Note 18—Subsequent Events](index=39&type=section&id=Note%2018—Subsequent%20Events) Reports significant events occurring after the balance sheet date, such as the exchange of convertible notes - On April 8, 2022, the company exchanged **$194 million** principal amount of 3.125% Convertible Notes for **13.75 million** common shares and **$14 million** in cash, retiring the notes[207](index=207&type=chunk) [Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations](index=40&type=section&id=Item%202.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Provides management's perspective on financial condition and operational results, focusing on strategic shifts, Net Lease Sale impact, and liquidity [Executive Overview](index=40&type=section&id=Executive%20Overview) Summarizes the company's corporate strategy, emphasizing growth in Ground Lease businesses and portfolio simplification through asset sales - The company's corporate strategy focuses on growing its Ground Lease and Ground Lease adjacent businesses and simplifying its portfolio through asset sales[212](index=212&type=chunk) - The Net Lease Sale in March 2022 for **$3.07 billion** generated **$1.2 billion** in net cash proceeds, significantly advancing the strategic shift[212](index=212&type=chunk)[213](index=213&type=chunk) [Portfolio Overview](index=41&type=section&id=Portfolio%20Overview) Presents a breakdown of the company's investment portfolio by property type and geographic diversification | Property/Collateral Types | Total (in thousands) | % of Total | | :------------------------ | :------------------- | :--------- | | Ground Leases | $1,481,337 | 65.7 % | | Land and Development | $234,798 | 10.4 % | | Hotel | $176,074 | 7.8 % | | Multifamily | $110,988 | 4.9 % | | Retail | $83,747 | 3.7 % | | Condominium | $57,473 | 2.5 % | | Office | $46,583 | 2.1 % | | Entertainment / Leisure | $14,534 | 0.6 % | | Other Property Types | $49,610 | 2.2 % | | **Total** | **$2,255,144** | **100.0 %**| - As of March 31, 2022, Ground Leases represent the largest portion of the investment portfolio by book value at **65.7%**[215](index=215&type=chunk) - The portfolio is geographically diversified, with the Northeast region accounting for **40.3%** of total investments[215](index=215&type=chunk) [Net Lease](index=41&type=section&id=Net%20Lease) Describes the net lease segment's composition after the Net Lease Sale, focusing on equity method investments in SAFE and Ground Lease Plus Fund - After the Net Lease Sale, the net lease segment primarily comprises equity method investments in SAFE and the Ground Lease Plus Fund, focusing on Ground Lease investments[217](index=217&type=chunk)[219](index=219&type=chunk) | Category | Wholly Owned | SAFE | Ground Lease Plus Fund | | :-------------------------- | :----------- | :----- | :--------------------- | | Ownership % | 100.0 % | 64.7 % | 53.0 % | | Book value (millions) | $28 | $1,389 | $65 | | % Leased | 100.0 % | 100.0 % | 100.0 % | | Weighted average lease term (years) | 98.9 | 90.9 | 105.0 | | Weighted average yield | 5.2 % | 4.9 % | 5.7 % | - SAFE's Ground Leases offer attractive long-term risk-adjusted returns with built-in growth from contractual rent escalators and the right to regain possession of improvements[222](index=222&type=chunk) [Real Estate Finance](index=42&type=section&id=Real%20Estate%20Finance) Details the real estate finance business, including various financing solutions, loan portfolio metrics, and allowance for loan losses - The real estate finance business offers diverse financing solutions, including leasehold loans, senior and subordinated mortgages, and corporate/partnership loans[225](index=225&type=chunk) | Metric | March 31, 2022 (in thousands) | December 31, 2021 (in thousands) | | :-------------------------------------------------------------------------------- | :----------------------------- | :------------------------------ | | Total loans and other lending investments, net | $331,839 | $332,844 | | Allowance for loan losses | $4,932 | $4,769 | | Non-performing loans (number) | 1 | 1 | | Non-performing loans (net book value) | $59,051 | $59,064 | | Performing loans weighted average LTV (Mar 31, 2022) | 61% | 60% | | Performing loans yield - year to date (Mar 31, 2022) | 7.1% | 7.5% | - The allowance for loan losses increased slightly to **$4.9 million**, or **1.5%** of total loans, primarily due to accretion on a held-to-maturity security[230](index=230&type=chunk)[234](index=234&type=chunk) [Operating Properties](index=44&type=section&id=Operating%20Properties) Provides an overview of the operating properties portfolio, including its book value and property types - The operating properties portfolio, comprising hotel, multifamily, retail, condominium, and entertainment/leisure properties, had a book value of **$135.0 million** as of March 31, 2022[235](index=235&type=chunk) [Land and Development](index=44&type=section&id=Land%20and%20Development) Summarizes the land and development portfolio's balance, asset sales, and capital expenditures | Metric | March 31, 2022 (in millions) | December 31, 2021 (in millions) | | :-------------------------------------------------------------------------------- | :--------------------------- | :------------------------------ | | Ending balance | $277.4 | $286.8 | | Asset sales | $(13.6) | N/A | | Capital expenditures | $4.9 | N/A | - The land and development portfolio decreased to **$277.4 million**, primarily due to asset sales of **$13.6 million**, partially offset by **$4.9 million** in capital expenditures[237](index=237&type=chunk) [Results of Operations for the Three Months Ended March 31, 2022 compared to the Three Months Ended March 31, 2021](index=45&type=section&id=Results%20of%20Operations%20for%20the%20Three%20Months%20Ended%20March%2031,%202022%20compared%20to%20the%20Three%20Months%20Ended%20March%2031,%202021) Compares key financial results for the three months ended March 31, 2022, and 2021, highlighting changes in net income and expenses | Metric | For the Three Months Ended March 31, 2022 (in thousands) | For the Three Months Ended March 31, 2021 (in thousands) | Change (in thousands) | | :-------------------------------------------------------------------------------- | :----------------------------------------------------- | :----------------------------------------------------- | :-------------------- | | Net income | $795,800 | $7,989 | $787,811 | | Net income from discontinued operations | $797,688 | $22,486 | $775,202 | | Total revenue (continuing operations) | $31,953 | $59,984 | $(28,031) | | General and administrative expenses | $1,375 | $21,439 | $(20,064) | | Earnings from equity method investments | $25,032 | $11,768 | $13,264 | | Loss on early extinguishment of debt, net | $(1,428) | $0 | $(1,428) | - Net income significantly increased by **$787.8 million**, primarily due to a **$775.2 million** increase in net income from discontinued operations related to the Net Lease Sale[239](index=239&type=chunk) - General and administrative expenses decreased by **$20.06 million**, mainly due to a **$19.3 million** decrease in performance-based compensation[239](index=239&type=chunk)[249](index=249&type=chunk) [Adjusted Earnings](index=47&type=section&id=Adjusted%20Earnings) Presents adjusted earnings, a non-GAAP metric, reflecting the company's operational performance and strategic execution | Metric | For the Three Months Ended March 31, 2022 (in thousands) | For the Three Months Ended March 31, 2021 (in thousands) | | :-------------------------------------------------------------------------------- | :----------------------------------------------------- | :----------------------------------------------------- | | Adjusted earnings allocable to common shareholders | $607,539 | $22,732 | - Adjusted earnings, a non-GAAP metric, increased substantially to **$607.5 million** in Q1 2022, reflecting the company's strategic execution and operational performance[258](index=258&type=chunk)[261](index=261&type=chunk) [Liquidity and Capital Resources](index=47&type=section&id=Liquidity%20and%20Capital%20Resources) Discusses the company's liquidity position, including cash proceeds from asset sales, available borrowing capacity, and unfunded commitments - The company received approximately **$1.2 billion** in net proceeds from the Net Lease Sale in Q1 2022[262](index=262&type=chunk) - Unrestricted cash stood at **$1.5 billion** as of March 31, 2022, with **$350 million** of borrowing capacity available under the Revolving Credit Facility[264](index=264&type=chunk) | Cash Flow Activity | For the Three Months Ended March 31, 2022 (in thousands) | For the Three Months Ended March 31, 2021 (in thousands) | | :-------------------------------------------------------------------------------- | :----------------------------------------------------- | :----------------------------------------------------- | | Cash flows used in operating activities | $(30,624) | $(3,795) | | Cash flows provided by investing activities | $2,417,867 | $137,635 | | Cash flows used in financing activities | $(1,229,992) | $(36,414) | - Total unfunded commitments were **$128.4 million** as of March 31, 2022, with **$50.0 million** remaining authorization under the stock repurchase program[274](index=274&type=chunk) [Item 3. Quantitative and Qualitative Disclosures About Market Risk](index=51&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) Discusses the company's market risk exposure, primarily interest rate risk, and its impact on net income, noting REIT hedging limitations - The primary market risk exposure for the company is interest rate risk, impacting the spread between its floating rate assets and liabilities[278](index=278&type=chunk) | Change in Interest Rates | Estimated Change In Net Income (in thousands) | | :----------------------- | :------------------------------------------ | | -10 Basis Points | $(1,451) | | Base Interest Rate | $0 | | +10 Basis Points | $1,451 | | +50 Basis Points | $7,256 | | +100 Basis Points | $14,512 | - REIT income test purposes limit the company's ability to hedge asset-related risks, such as credit and interest rate exposure on loan assets[281](index=281&type=chunk) [Item 4. Controls and Procedures](index=52&type=section&id=Item%204.%20Controls%20and%20Procedures) Confirms the effectiveness of disclosure controls and procedures as of March 31, 2022, with no material changes in internal control over financial reporting - The company's disclosure controls and procedures were evaluated and concluded to be effective as of March 31, 2022[286](index=286&type=chunk) - No material changes in the company's internal control over financial reporting occurred during the last fiscal quarter[287](index=287&type=chunk) [PART II. OTHER INFORMATION](index=53&type=section&id=PART%20II.%20OTHER%20INFORMATION) Presents additional information not covered in the consolidated financial statements, including legal proceedings, risk factors, and equity sales [Item 1. Legal Proceedings](index=53&type=section&id=Item%201.%20Legal%20Proceedings) Details routine litigation matters, with no anticipated material adverse effect on consolidated financial statements - The company is not a party to any pending legal proceeding that would have a material adverse effect on its consolidated financial statements[291](index=291&type=chunk) [Item 1A. Risk Factors](index=53&type=section&id=Item%201A.%20Risk%20Factors) Confirms no material changes to risk factors previously disclosed in the 2021 Annual Report - No material changes from the risk factors previously disclosed in the 2021 Annual Report[292](index=292&type=chunk) [Item 2. Unregistered Sales of Equity Securities and Use of Proceeds](index=53&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) Reports no common stock repurchases in Q1 2022, with $50.0 million remaining authorization under the repurchase program - The company did not purchase any shares of its common stock during the three months ended March 31, 2022[293](index=293&type=chunk) - As of March 31, 2022, the company had remaining authorization to repurchase up to **$50.0 million** of common stock[293](index=293&type=chunk) [Item 3. Defaults Upon Senior Securities](index=53&type=section&id=Item%203.%20Defaults%20Upon%20Senior%20Securities) Confirms no reported defaults upon senior securities for the period - No defaults upon senior securities were reported[294](index=294&type=chunk) [Item 4. Mine Safety Disclosures](index=53&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) States that this item is not applicable to the company - Not applicable[295](index=295&type=chunk) [Item 5. Other Information](index=53&type=section&id=Item%205.%20Other%20Information) Indicates no other information was reported for the period - No other information was reported[296](index=296&type=chunk) [Item 6. Exhibits](index=54&type=section&id=Item%206.%20Exhibits) Lists exhibits filed with Form 10-Q, including Sarbanes-Oxley certifications and Inline XBRL financial information - Includes Certifications pursuant to Section 302 and 906 of the Sarbanes-Oxley Act[299](index=299&type=chunk) - Financial information from the Quarterly Report is formatted in Inline XBRL[299](index=299&type=chunk) [SIGNATURES](index=55&type=section&id=SIGNATURES) Lists the key executives who signed the financial report, affirming its accuracy and completeness - The report is signed by Jay Sugarman (Chairman of the Board and Chief Executive Officer), Brett Asnas (Chief Financial Officer), and Garett Rosenblum (Chief Accounting Officer)[302](index=302&type=chunk)[303](index=303&type=chunk)

Financial Performance - iStar reported net income allocable to common shareholders of $610.9 million in Q1 2022, compared to a loss of $0.4 million in Q1 2021[19] - Adjusted earnings allocable to common shareholders were $607.5 million in Q1 2022, compared to $22.7 million in Q1 2021[19] - The company completed the sale of net lease assets for a gross sales price of $3.07 billion, resulting in net cash proceeds of approximately $1.2 billion[12, 22] Safehold (SAFE) Investment - iStar's investment in Safehold had a market value of $1.725 billion as of April 29, 2022, based on 40.1 million shares at a price of $43.05 per share[24, 27, 80] - Safehold's new originations in Q1 2022 amounted to $677 million[15] - Safehold experienced an increase in Unlevered Contractual Ground Rent (UCA) of $1.3 billion[16] Balance Sheet and Capital Structure - iStar extinguished $1.2 billion in consolidated debt during the quarter[17] - Subsequent to the quarter's end, iStar completed a convertible note exchange, exchanging $194 million of convertible notes for 13.75 million newly issued shares and $14 million in cash[18] - The company's pro forma common equity per share, as adjusted, was $17.75[25, 29] Asset Allocation - Ground Lease Ecosystem (including SAFE) constitutes $1.822 billion of total assets (excluding cash)[25] - Non-core assets totaled $825 million[25]

iStar Inc. (STAR) Q1 2022 Earnings Conference Call May 4, 2022 10:00 AM ET Company Participants Jay Sugarman – Chairman & Chief Executive Officer Marcos Alvarado – President & Chief Investment Officer Brett Asnas – Chief Financial Officer Jason Fooks – Senior Vice President of Investor Relations & Marketing Conference Call Participants Stephen Laws – Raymond James Jade Rahmani – Keefe, Bruyette & Woods Matthew Howlett – B. Riley Securities Operator Good morning, and welcome to iStar's First Quarter 2022 Ear ...

Q4 '21 & FY '21 Earnings Results (NYSE: STAR) Forward-Looking Statements and Other Matters 1 Statements in this presentation 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 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. ...

[PART I](index=3&type=section&id=PART%20I) This part details iStar Inc.'s business as a REIT, its strategic shift towards Ground Lease investments, and initial disclosures on risks, properties, legal matters, and corporate governance [Item 1. Business](index=3&type=section&id=Item%201.%20Business) iStar Inc. operates as a REIT, financing, investing in, and developing real estate and related projects, transitioning its portfolio to focus primarily on Ground Lease and Ground Lease adjacent investments - iStar Inc. finances, invests in, and develops real estate and real estate-related projects, also managing entities focused on ground lease and net lease investments[12](index=12&type=chunk) - The company's primary reportable business segments are net lease, real estate finance, operating properties, and land and development[12](index=12&type=chunk) - The company's strategy is to transition its portfolio to be primarily focused on Ground Lease and Ground Lease adjacent investments, held directly and through its investment in SAFE, and to simplify its portfolio through sales of other assets[17](index=17&type=chunk)[25](index=25&type=chunk) Total Investment Portfolio Characteristics (as of December 31, 2021) | Property/Collateral Types | Net Lease ($) | Real Estate Finance ($) | Operating Properties ($) | Land & Development ($) | Corporate ($) | Total ($) | % of Total | | :------------------------ | :------------ | :---------------------- | :----------------------- | :--------------------- | :------------ | :---------- | :--------- | | Ground Leases | 1,305,384 | — | — | — | — | 1,305,384 | 28.9 % | | Entertainment / Leisure | 1,024,538 | — | 16,302 | — | — | 1,040,840 | 23.1 % | | Office | 852,471 | 52,163 | — | — | — | 904,634 | 20.0 % | | Industrial / Lab | 450,440 | — | — | — | — | 450,440 | 10.0 % | | Land and Development | — | 11,909 | — | 233,959 | — | 245,868 | 5.4 % | | Hotel | — | 109,295 | 82,881 | — | — | 192,176 | 4.3 % | | Multifamily | — | 107,383 | 48,095 | — | — | 155,478 | 3.4 % | | Retail | — | 62,120 | 31,594 | 8,340 | — | 102,054 | 2.3 % | | Condominium | — | 14,939 | 301 | 56,418 | — | 71,658 | 1.6 % | | Other Property Types | — | 28,090 | — | — | 17,908 | 45,998 | 1.0 % | | **Total** | **3,632,833** | **385,899** | **179,173** | **298,717** | **17,908** | **4,514,530** | **100.0 %** | | **Percentage of Total** | **80%** | **9%** | **4%** | **7%** | **<1%** | **100%** | | [Overview](index=3&type=section&id=Overview) iStar Inc. operates as a REIT, financing and investing in real estate, with primary revenue from rent, interest, land development, asset sales, and management fees - iStar Inc. finances, invests in, and develops real estate and real estate-related projects, also managing entities focused on ground lease and net lease investments[12](index=12&type=chunk) - Primary revenue sources in 2021 included rent and reimbursements, interest on loans, land development revenue, asset sales, and management fees/equity investments[13](index=13&type=chunk) [Net Lease](index=4&type=section&id=Net%20Lease) The net lease portfolio includes traditional net lease investments and Ground Lease investments through Safehold Inc. (SAFE), where iStar holds a significant stake - As of December 31, 2021, the net lease portfolio includes traditional net lease investments and Ground Lease investments made through Safehold Inc. (SAFE), a publicly traded REIT focused exclusively on Ground Leases, in which iStar owns approximately **64.6%** of outstanding common stock[16](index=16&type=chunk) [Pending Net Lease Sale](index=4&type=section&id=Pending%20Net%20Lease%20Sale) iStar is selling a portfolio of net lease properties for approximately $3.07 billion, aligning with its strategy to focus on Ground Lease investments - In February 2022, iStar entered into a definitive agreement to sell a portfolio of net lease properties for approximately **$3.07 billion**, with an expected net cash proceeds of approximately **$1.1 billion** after repayments and expenses[17](index=17&type=chunk)[18](index=18&type=chunk) - The sale is consistent with the company's strategy to grow its Ground Lease and Ground Lease adjacent businesses and simplify its portfolio[17](index=17&type=chunk) - The portfolio being sold consists of office, entertainment, and industrial properties (**18.3 million** square feet) and includes wholly-owned assets and interests in two joint ventures[18](index=18&type=chunk) [Real Estate Finance](index=4&type=section&id=Real%20Estate%20Finance) The real estate finance portfolio offers various loan types, including leasehold, preferred equity, and senior/subordinated loans to business entities - The real estate finance portfolio comprises leasehold loans (including to SAFE's tenants), preferred equity investments, and senior/subordinated loans to business entities, which can be secured or unsecured, fixed-rate or variable-rate[20](index=20&type=chunk) [Operating Properties](index=4&type=section&id=Operating%20Properties) The operating properties portfolio comprises diverse commercial and residential assets, with a strategy to reposition or redevelop transitional properties for value maximization - The operating properties portfolio includes commercial and residential properties across various geographies and types, with a strategy to reposition or redevelop transitional properties to maximize value[21](index=21&type=chunk) [Land & Development](index=4&type=section&id=Land%20%26%20Development) The land and development portfolio consists of entitled land for master-planned communities and urban infill parcels, which the company develops or sells - The land and development portfolio primarily consists of land entitled for master-planned communities and waterfront/urban infill parcels, which the company may develop itself, in partnership, or sell[22](index=22&type=chunk)[23](index=23&type=chunk) [Investment Strategy](index=5&type=section&id=Investment%20Strategy) iStar's investment strategy emphasizes custom-tailored commercial real estate solutions, currently prioritizing Ground Lease investments for attractive risk-adjusted returns - iStar's investment strategy focuses on custom-tailored solutions in commercial real estate, with a current emphasis on Ground Lease and Ground Lease adjacent investments due to attractive risk-adjusted returns[24](index=24&type=chunk)[25](index=25&type=chunk) - Proceeds from asset sales, including the Net Lease Sale, are expected to be used for Ground Lease investments, debt repayment, and general corporate purposes[25](index=25&type=chunk) [Financing Strategy](index=5&type=section&id=Financing%20Strategy) The company utilizes leverage through unsecured bonds, credit facilities, and mortgage loans, with future capital raising plans including debt, asset sales, and equity issuances - The company uses leverage, primarily through unsecured bonds, a revolving credit facility, a term loan, and mortgage loans, with no corporate debt maturities through September 2022[26](index=26&type=chunk) - Future capital raising may include debt financing, refinancings, asset sales (like the Net Lease Sale), equity issuances, and joint ventures[27](index=27&type=chunk) [Underwriting Process](index=5&type=section&id=Underwriting%20Process) iStar employs a proprietary 'Six Point Methodology' to screen potential investments, evaluating opportunity source, collateral quality, and investment liquidity - iStar employs a proprietary 'Six Point Methodology' for screening potential investments, evaluating opportunity source, collateral quality, borrower equity, transaction structure, alternative investment tests, and investment liquidity[28](index=28&type=chunk) [Hedging Strategy](index=5&type=section&id=Hedging%20Strategy) The company uses derivative instruments like interest rate swaps and foreign exchange contracts to manage interest rate and currency exposure, aiming to match variable-rate assets and liabilities - The company uses derivative instruments (interest rate swaps, caps, foreign exchange contracts) to manage interest rate and currency exposure, aiming to match variable-rate assets and liabilities[29](index=29&type=chunk)[30](index=30&type=chunk) [Investment Restrictions or Limitations](index=6&type=section&id=Investment%20Restrictions%20or%20Limitations) There are no prescribed investment allocations, with a focus on credit underwriting and risk/reward analysis, while maintaining REIT qualification - There are no prescribed allocations among investments; the focus is on credit underwriting and risk/reward analysis[31](index=31&type=chunk) - The company intends to operate as a REIT and avoid regulation as an investment company[32](index=32&type=chunk) [Competition](index=6&type=section&id=Competition) The company operates in a highly competitive market, facing various financing and leasing sources - The company operates in a competitive market, facing various financing and leasing sources[33](index=33&type=chunk) [Regulation](index=6&type=section&id=Regulation) iStar's operations are subject to state and federal regulations, and it intends to maintain its REIT qualification, requiring specific income distribution - iStar's operations are subject to state and federal regulations concerning credit granting, interest rates, disclosures, secured transactions, collection practices, privacy, and anti-money laundering[34](index=34&type=chunk) - The company has elected and expects to maintain its REIT qualification, requiring distribution of at least **90%** of net taxable income (excluding capital gains) to shareholders annually[36](index=36&type=chunk) [Code of Conduct](index=6&type=section&id=Code%20of

iStar Inc. (STAR) Q4 2021 Earnings Conference Call February 24, 2022 10:00 AM ET Company Participants Jay Sugarman – Chairman & Chief Executive Officer Marcos Alvarado – President & Chief Investment Officer Jason Fooks – Senior Vice President of Investor Relations & Marketing Conference Call Participants Nate Crossett – Berenberg Stephen Laws – Raymond James Jade Rahmani – KBW Matt Howlett – B. Riley Operator Ladies and gentlemen, thank you for standing by. Good morning and welcome to iStar's Fourth Quarter ...

Safehold 04 2 RNINGS RESULTS Forward-Looking Statements and Other Matters This presentation may contain forward-looking statements. All statements other than statements of historical fact are forward-looking statements. These forward-looking statements can be identified by the use of words such as "illustrative", "representative", "expect", "plan", "will", "estimate", "project", "intend", "believe", and other similar expressions that do not relate to historical matters. These forward-looking statements refl ...

Part I [Item 1. Financial Statements](index=3&type=section&id=Item%201.%20Financial%20Statements%3A) This section presents iStar Inc.'s unaudited consolidated financial statements for Q3 and YTD 2021, covering key financial statements and detailed notes [Consolidated Balance Sheets](index=3&type=section&id=Consolidated%20Balance%20Sheets) As of September 30, 2021, iStar Inc. reported total assets of **$4.80 billion**, a slight decrease from **$4.86 billion** at year-end 2020, with total liabilities also decreasing to **$3.74 billion** from **$3.80 billion** Consolidated Balance Sheet Highlights (in thousands) | | September 30, 2021 | December 31, 2020 | | :--- | :--- | :--- | | **Total Assets** | **$4,802,165** | **$4,861,808** | | Total real estate | $1,358,907 | $1,489,493 | | Loans receivable and other lending investments, net | $405,509 | $732,330 | | Other investments | $1,419,766 | $1,176,560 | | Cash and cash equivalents | $298,886 | $98,633 | | **Total Liabilities** | **$3,735,940** | **$3,797,425** | | Debt obligations, net | $3,282,598 | $3,286,975 | | **Total Equity** | **$1,066,225** | **$1,064,383** | [Consolidated Statements of Operations](index=5&type=section&id=Consolidated%20Statements%20of%20Operations) For Q3 2021, iStar reported a net income of **$131.0 million**, a significant turnaround from **$6.5 million** in Q3 2020, driven by higher land development revenue, increased earnings from equity method investments, and gains on real estate sales Key Operating Results (in thousands, except per share data) | Metric | Q3 2021 | Q3 2020 | YTD 2021 | YTD 2020 | | :--- | :--- | :--- | :--- | :--- | | Total revenues | $195,485 | $115,054 | $414,335 | $384,930 | | Earnings from equity method investments | $89,209 | $6,805 | $114,675 | $26,003 | | **Net income (loss)** | **$130,994** | **$6,451** | **$127,567** | **($20,793)** | | Net income (loss) allocable to common shareholders | $121,856 | ($2,069) | $101,908 | ($46,850) | | Diluted EPS | $1.51 | ($0.03) | $1.30 | ($0.61) | [Consolidated Statements of Cash Flows](index=10&type=section&id=Consolidated%20Statements%20of%20Cash%20Flows) For the nine months ended September 30, 2021, cash used in operating activities was **$4.7 million**, while investing activities provided **$373.7 million**, resulting in a net increase in cash to **$354.8 million** Cash Flow Summary for the Nine Months Ended Sep 30 (in thousands) | Activity | 2021 | 2020 | | :--- | :--- | :--- | | Cash flows used in operating activities | ($4,741) | ($6,178) | | Cash flows provided by (used in) investing activities | $373,722 | ($5,668) | | Cash flows used in financing activities | ($164,620) | ($204,376) | | **Changes in cash, cash equivalents and restricted cash** | **$204,235** | **($216,232)** | | Cash, cash equivalents and restricted cash at end of period | $354,801 | $135,974 | [Notes to Consolidated Financial Statements](index=12&type=section&id=Notes%20to%20Consolidated%20Financial%20Statements) The notes detail iStar's accounting policies and financial results, including its REIT structure, significant investment in Safehold Inc., **$3.3 billion** debt obligations, and a stock repurchase program, with a subsequent event noting exploration of net lease asset sales - The company's primary reportable business segments are **Net Lease, Real Estate Finance, Operating Properties, and Land and Development**[24](index=24&type=chunk)[165](index=165&type=chunk) - The company adopted ASU 2020-06 on January 1, 2021, which impacted the accounting for its **3.125% senior convertible notes** by eliminating the separate accounting for the conversion feature, resulting in an adjustment to debt, retained earnings, and additional paid-in capital[33](index=33&type=chunk) - As of September 30, 2021, the company owned approximately **63.6% of Safehold Inc. (SAFE) common stock**, a key equity method investment. Earnings from SAFE included a significant dilution gain of **$60.2 million** in Q3 2021[72](index=72&type=chunk)[74](index=74&type=chunk) - During the nine months ended September 30, 2021, the company repurchased **4.2 million shares** of its common stock for **$91.9 million**. As of September 30, 2021, **$30.9 million** remained authorized for future repurchases[132](index=132&type=chunk) - Subsequent to the quarter-end, the company obtained holder consents to amend indentures for its senior notes to align with the potential sale of its net lease assets, a process which is ongoing[170](index=170&type=chunk) [Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations](index=43&type=section&id=Item%202.%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management discusses the company's financial performance, highlighting improved conditions, significant net income growth, and a strong liquidity position [Portfolio Overview](index=44&type=section&id=Portfolio%20Overview) As of September 30, 2021, iStar's total investment portfolio had a gross book value of **$4.54 billion**, diversified by asset type and geography, with major concentrations in Ground Leases, Entertainment/Leisure, and Office properties Portfolio by Property/Collateral Type (as of Sep 30, 2021) | Property/Collateral Types | Gross Book Value ($ thousands) | % of Total | | :--- | :--- | :--- | | Ground Leases | $1,229,403 | 27.1% | | Entertainment / Leisure | $1,047,291 | 23.0% | | Office | $872,155 | 19.2% | | Industrial / Lab | $532,244 | 11.7% | | Land and Development | $247,647 | 5.4% | | Hotel | $189,797 | 4.2% | | Multifamily | $182,824 | 4.0% | | Other | $144,270 | 3.2% | | **Total** | **$4,544,751** | **100.0%** | - The company announced in July 2021 its intention to explore market interest for the potential sale of its net lease assets to simplify its portfolio and focus on its Ground Lease business[178](index=178&type=chunk)[179](index=179&type=chunk) [Results of Operations](index=48&type=section&id=Results%20of%20Operations) For Q3 2021, total revenue increased by **$80.4 million** to **$195.5 million**, primarily due to a **$72.9 million** increase in land development revenue and an **$82.4 million** increase in earnings from equity method investments, leading to a significant net income turnaround for both the quarter and year-to-date periods Comparison of Results for the Three Months Ended September 30 (in thousands) | Item | 2021 | 2020 | $ Change | | :--- | :--- | :--- | :--- | | Total revenue | $195,485 | $115,054 | $80,431 | | Land development revenue | $93,369 | $20,502 | $72,867 | | Earnings from equity method investments | $89,209 | $6,805 | $82,404 | | Income from sales of real estate | $25,611 | $6,055 | $19,556 | | **Net income** | **$130,994** | **$6,451** | **$124,543** | Comparison of Results for the Nine Months Ended September 30 (in thousands) | Item | 2021 | 2020 | $ Change | | :--- | :--- | :--- | :--- | | Total revenue | $414,335 | $384,930 | $29,405 | | (Recovery of) provision for loan losses | ($7,613) | $4,093 | ($11,706) | | Earnings from equity method investments | $114,675 | $26,003 | $88,672 | | **Net income (loss)** | **$127,567** | **($20,793)** | **$148,360** | - The decrease in General & Administrative expenses in Q3 2021 was primarily due to a **$1.8 million** decrease in performance-based compensation and a **$0.9 million** decrease in payroll and related costs[216](index=216&type=chunk) [Adjusted Earnings (Non-GAAP)](index=54&type=section&id=Adjusted%20Earnings) Adjusted Earnings, a non-GAAP metric, significantly increased to **$141.3 million** for Q3 2021 and **$176.0 million** for the nine-month period, reflecting adjustments for non-cash items to provide a clearer view of operating income Adjusted Earnings Reconciliation (in thousands) | | Q3 2021 | Q3 2020 | YTD 2021 | YTD 2020 | | :--- | :--- | :--- | :--- | :--- | | Net income (loss) allocable to common shareholders | $121,856 | ($2,069) | $101,908 | ($46,850) | | Add: Depreciation and amortization | $16,449 | $15,795 | $50,790 | $46,526 | | Add: Stock-based compensation expense | $3,001 | $5,661 | $23,300 | $26,675 | | **Adjusted earnings allocable to common shareholders** | **$141,306** | **$22,059** | **$175,998** | **$29,821** | [Liquidity and Capital Resources](index=54&type=section&id=Liquidity%20and%20Capital%20Resources) As of September 30, 2021, iStar maintained a strong liquidity position with **$299 million** in unrestricted cash and **$340 million** available under its Revolving Credit Facility, expecting to meet obligations through cash on hand, operating income, loan repayments, and asset sales - As of September 30, 2021, the company had **$299 million** of unrestricted cash and **$340 million** of borrowing capacity available under its Revolving Credit Facility[259](index=259&type=chunk) - The company has **$287.5 million** in convertible notes maturing in September 2022 and maximum unfunded commitments of **$118.4 million**[260](index=260&type=chunk) - The company is in compliance with its key debt covenants, which include maintaining a ratio of unencumbered assets to unsecured debt of at least **1.2x** and a fixed charge coverage ratio[262](index=262&type=chunk) [Item 3. Quantitative and Qualitative Disclosures About Market Risk](index=57&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) The company's primary market risk is interest rate risk, with a sensitivity analysis indicating that a **100 basis point** increase in interest rates would decrease annual net income by an estimated **$2.2 million** - The primary market risk for the company is **interest rate risk**, which affects the spread between interest-earning assets and interest-bearing liabilities[272](index=272&type=chunk) Estimated Change in Net Income from Interest Rate Shifts (in thousands) | Change in Interest Rates | Estimated Change in Net Income | | :--- | :--- | | +10 Basis Points | ($234) | | +50 Basis Points | ($1,159) | | +100 Basis Points | ($2,237) | [Item 4. Controls and Procedures](index=58&type=section&id=Item%204.%20Controls%20and%20Procedures) Management concluded that the company's disclosure controls and procedures are effective at providing reasonable assurance of timely and accurate SEC reporting, with no material changes to internal control over financial reporting during the quarter - The Chief Executive Officer and Chief Accounting Officer concluded that the Company's disclosure controls and procedures are effective to provide reasonable assurance of timely and accurate reporting[279](index=279&type=chunk) - There were no changes during the last fiscal quarter in the Company's internal control over financial reporting that materially affected, or are reasonably likely to materially affect, these controls[280](index=280&type=chunk) Part II [Item 1. Legal Proceedings](index=59&type=section&id=Item%201.%20Legal%20Proceedings) The company is party to various routine litigation matters incidental to its business, none of which are expected to have a material adverse effect on its consolidated financial statements - The Company is not a party to any pending legal proceeding that is expected to have a material adverse effect on its financial statements[284](index=284&type=chunk) [Item 1A. Risk Factors](index=59&type=section&id=Item%201A.%20Risk%20Factors) There were no material changes from the risk factors previously disclosed in the company's Annual Report on Form 10-K for the year ended December 31, 2020 - No material changes to risk factors were reported from the company's 2020 Annual Report[285](index=285&type=chunk) [Item 2. Unregistered Sales of Equity Securities and Use of Proceeds](index=59&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) During Q3 2021, the company repurchased **2.39 million shares** of its common stock at an average price of approximately **$24.85** per share, and in September 2021, the board increased the stock repurchase program authorization to **$50.0 million** Issuer Purchases of Equity Securities (Q3 2021) | Period | Total Shares Purchased | Average Price Paid per Share | | :--- | :--- | :--- | | July 1 to July 31 | 730,194 | $23.28 | | August 1 to August 31 | 915,591 | $25.50 | | September 1 to September 30 | 744,981 | $25.66 | - In September 2021, the board of directors authorized an increase to the stock repurchase program to **$50.0 million**[287](index=287&type=chunk) [Item 3. Defaults Upon Senior Securities](index=59&type=section&id=Item%203.%20Defaults%20Upon%20Senior%20Securities) The company reported no defaults upon its senior securities during the period - None[288](index=288&type=chunk) [Item 4. Mine Safety Disclosures](index=59&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) This item is not applicable to the company - Not applicable[289](index=289&type=chunk) [Item 5. Other Information](index=59&type=section&id=Item%205.%20Other%20Information) The company reported no other information for this item - None[290](index=290&type=chunk) [Item 6. Exhibits](index=60&type=section&id=Item%206.%20Exhibits) This section lists the exhibits filed with the Form 10-Q, including supplemental indentures related to senior notes and certifications pursuant to the Sarbanes-Oxley Act - Exhibits filed include supplemental indentures for the **4.75% Senior Notes due 2024, 4.25% Senior Notes due 2025, and 5.50% Senior Notes due 2026**[294](index=294&type=chunk) - Certifications from the CEO and CFO pursuant to Sections 302 and 906 of the Sarbanes-Oxley Act were also filed as exhibits[294](index=294&type=chunk)

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act. | Large Accelerated | Accelerated | Non‑accelerated Filer | Smaller Reporting Company | Emerging Growth | | --- | --- | --- | --- | --- | | Filer | Filer | | | Company ...

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 _______________________________________________________________________________ FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2021 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 1-15371 _____________________________ ...