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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): February 25, 2021
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| COLONY CAPITAL, INC. | |
| (Exact Name of Registrant as Specified in Its Charter) | |
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Maryland | | 001-37980 | | 46-4591526 |
(State or Other Jurisdiction of Incorporation or Organization) | | (Commission File Number) | | (I.R.S. Employer Identification No.) |
750 Park of Commerce Drive, Suite 210
Boca Raton, Florida 33487
(Address of Principal Executive Offices, Including Zip Code)
(561) 570-4644
Registrant’s telephone number, including area code:
N/A
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
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☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
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Securities registered pursuant to Section 12(b) of the Act: |
Title of Class | | Trading Symbol(s) | | Name of Each Exchange on Which Registered |
Class A Common Stock, $0.01 par value | | CLNY | | New York Stock Exchange |
Preferred Stock, 7.50% Series G Cumulative Redeemable, $0.01 par value | | CLNY.PRG | | New York Stock Exchange |
Preferred Stock, 7.125% Series H Cumulative Redeemable, $0.01 par value | | CLNY.PRH | | New York Stock Exchange |
Preferred Stock, 7.15% Series I Cumulative Redeemable, $0.01 par value | | CLNY.PRI | | New York Stock Exchange |
Preferred Stock, 7.125% Series J Cumulative Redeemable, $0.01 par value | | CLNY.PRJ | | New York Stock Exchange |
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). |
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| Emerging growth company | ☐ | |
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| If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. | ☐ | |
Item 2.02 Results of Operations and Financial Condition.
On February 25, 2021, Colony Capital, Inc. (the “Company”) issued a press release announcing its financial position as of December 31, 2020 and its financial results for the quarter and full year ended December 31, 2020. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
On February 25, 2021, the Company made available a Supplemental Financial Disclosure Presentation for the quarter ended December 31, 2020 on the Company’s website at www.clny.com. A copy of the Supplemental Financial Disclosure Presentation is attached as Exhibit 99.2 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 7.01 Regulation FD Disclosure.
In connection with the earnings call to be held on February 25, 2021 as referenced in the press release, the Company has prepared a presentation, dated February 25, 2021 (the "Earnings Presentation"), a copy of which is attached as Exhibit 99.3 to this Current Report on Form 8-K and incorporated herein by reference.
The information included in this Current Report on Form 8-K (including Exhibits 99.1, 99.2 and 99.3 hereto) shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any filing made by the Company under the Exchange Act or the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such a filing.
Use of Website to Distribute Material Company Information
The Company’s website address is www.clny.com. The Company uses its website as a channel of distribution for important company information. Important information, including press releases, analyst presentations and financial information regarding the Company, is routinely posted on and accessible on the Shareholders subpage of its website, which is accessible by clicking on the tab labeled “Shareholders” on the website home page. The Company also uses its website to expedite public access to time-critical information regarding the Company in advance of or in lieu of distributing a press release or a filing with the U.S. Securities and Exchange Commission disclosing the same information. Therefore, investors should look to the Shareholders subpage of the Company’s website for important and time-critical information. Visitors to the Company’s website can also register to receive automatic e-mail and other notifications alerting them when new information is made available on the Shareholders subpage of the website.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits. The following exhibits are being furnished herewith to this Current Report on Form 8-K.
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Exhibit No. | | Description |
| | Press Release dated February 25, 2021 |
| | Supplemental Financial Disclosure Presentation for the quarter ended December 31, 2020 |
| | Earnings Presentation dated February 25, 2021 |
104 | | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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Date: | February 25, 2021 | COLONY CAPITAL, INC. |
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| | By: | /s/ Jacky Wu |
| | | Jacky Wu |
| | | Executive Vice President and Chief Financial Officer |
DocumentExhibit 99.1
COLONY CAPITAL ANNOUNCES FOURTH QUARTER AND FULL YEAR 2020 FINANCIAL RESULTS
Boca Raton, February 25, 2021 - Colony Capital, Inc. (NYSE: CLNY) and subsidiaries (collectively, “Colony Capital,” or the “Company”) today announced financial results for the fourth quarter and full year ended December 31, 2020. The Company reported fourth quarter 2020: (i) total revenues of $339 million, (ii) GAAP net income attributable to common stockholders of $(141) million, or $(0.30) per share and (iii) Core FFO excluding gains/losses of $18.2 million, or $0.03 per share, and full year 2020: (i) total revenues of $1.2 billion, (ii) GAAP net income attributable to common stockholders of $(2.8) billion, or $(5.81) per share and (iii) Core FFO excluding gains/losses of $46.7 million, or $0.09 per share. Beginning in the fourth quarter 2020 Core FFO excludes results from discontinued operations, which was applied to prior periods.
“We made transformational progress in 2020 towards our digital rotation, capped off by the first closing of DCP II at $4.2 billion earlier this year. The digital rotation is manifesting itself in our earnings, assets, and employees,” said Marc Ganzi, President and Chief Executive Officer. "Thanks to our amazing team, we delivered on all of the key pillars of that transition, despite the pressures of the pandemic. That foundational work positions us to capitalize on the powerful secular tailwinds supporting the continued growth and investment in digital infrastructure. We are looking forward to 2021 and the opportunity to collaborate with our partner companies and customers to build the next-generation networks connecting enterprises and consumers globally."
4Q 2020 HIGHLIGHTS
Consecutive Quarter of Positive Core FFO
•Positive Core FFO excluding gains/losses of $18.2 million reflecting the results of continuing operations.
•Continued strong performance from the Digital segments and lower corporate expenses with earnings rotation through divestment of legacy businesses and assets.
Digital Offense
•Digital AUM rose to $30.0 billion or 58% of total AUM.
•In early 2021, the Company held a first closing of $4.2 billion on DCP II, the follow-on to our flagship digital equity fund. DCP II has a target capital raise of $6 billion.
•DataBank completed the acquisition of zColo at a $1.4 billion valuation with the Company maintaining its 20% interest for a $145 million equity investment alongside $575 million of new third-party co-invest capital.
•Vantage raised $1.3 billion in securitized notes to refinance existing debt on highly attractive terms, decreasing its overall cost of debt, extending term, and enhancing investor returns.
•In February 2021, DataBank raised $658 million in securitized notes to refinance existing debt, extending its debt maturities and lowering its overall cost of debt. This securitization represents the first of its kind in the enterprise data center sector.
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Financial Summary |
($ in millions, except per share data and where noted) |
Revenues | 4Q 2020 | 4Q 2019 | | FY 2020 | FY 2019 |
Property operating income | $270 | $193 | | $936 | $737 |
Interest income | 10 | 45 | | 80 | 167 |
Fee income | 47 | 46 | | 178 | 224 |
Other income | 12 | 15 | | 42 | 79 |
Total revenues | $339 | $299 | | $1,236 | $1,207 |
Net income to common stockholders | $(141) | $(26) | | $(2,751) | $(1,152) |
Core FFO | $(52) | $0 | | $(267) | $55 |
Core FFO per share | $(0.10) | $0.00 | | $(0.50) | $0.10 |
Core FFO excluding gains/losses | $18 | $21 | | $47 | $99 |
Core FFO excluding gains/losses per share | $0.03 | $0.04 | | $0.09 | $0.19 |
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Balance Sheet & Other | 12/31/20 | 12/31/19 | | | |
Liquidity (cash & undrawn RCF)(1) | $737 | $1,634 | | | |
Digital AUM (in billions) | $30.0 | $13.8 | | | |
% of Total AUM | 58% | 33% | | | |
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Note: Revenues are consolidated while Core FFO and Liquidity are CLNY OP share
(1) RCF maximum availability was $450 million as of December 31, 2020 and $750 million as of December 31, 2019.
2020 YEAR IN REVIEW – TRANSFORMATIONAL PROGRESS
•Built Liquidity and Strengthened Capital Structure:
◦Amended and repaid corporate revolver and fully repaid January 2021 convertible notes resolving near-term corporate debt maturities
◦Finalized strategic investment from Wafra, which has already boosted its overall investment and commitment from $400 million to over $500 million
◦Ended the year with $737 million of liquidity between corporate cash-on-hand and the Company’s corporate revolver
•Harvested Legacy Assets and Streamlined the Organization:
◦Reached an agreement to sell its hospitality portfolios in a transaction valued at $2.8 billion, including $67.5 million of gross proceeds on a consolidated basis and the reduction of $2.7 billion in consolidated debt
◦Monetized $698 million of Other Equity & Debt (OED) assets, achieving the high end of the Company's monetization guidance of $600 to $700 million
◦Eliminated $55 million of annualized run-rate legacy costs significantly exceeding the $40 million target
•Invested in High Quality Digital Assets:
◦Anchored by key strategic investments in DataBank and Vantage Stabilized Data Centers (Vantage SDC), the Company now owns or has committed approximately $900 million of equity capital in digital operating and GP co-investments
◦Annualized fourth quarter 2020 Consolidated Digital Operating Adjusted EBITDA of $244 million, or $39 million CLNY OP share, which is expected to ramp through a combination of organic and external growth
•Rapidly Grew Digital Investment Management:
◦Raised $7.4 billion of new fee-bearing third-party capital through flagship equity, co-invest, and liquid securities strategies representing net growth of 90% of December 31, 2019 FEEUM, far exceeding original 2020 guidance of 15%
◦Significant contribution from the successful $4.2 billion first closing of the Company's second flagship digital equity fund, DCP II
•Executive Leadership and Board of Director Updates:
◦Marc Ganzi assumed the role of President and CEO and Jacky Wu assumed the role of CFO on July 1, 2020, finalizing the transition to a digital-focused management team
◦Appointed three distinguished independent board members to the Company's Board with significant experience in technology and telecommunications with the addition of Jeannie Diefenderfer (2020), Gregory McCray (2021) and J. Braxton Carter (effective March 2, 2021)
◦Mr. Carter was appointed to the Board of Directors on February 23, 2021. He most recently served as the Chief Financial Officer of T-Mobile US Inc. (NASD:TMUS) until his retirement in July 2020. The Company expects to benefit from his extensive senior management experience in the wireless and telecommunications industry.
FULL YEAR 2021 GUIDANCE
The Company is re-initiating annual guidance for the key drivers of its digital transformation, subject to our current view of existing market conditions and assumptions for the year ending December 31, 2021, including, among others, that the decline in COVID-19 cases and the deployment of vaccines across the globe continue successfully. There can be no assurance that actual amounts will not be materially higher or lower than these expectations. Readers should refer to the discussion in the Cautionary Statement Regarding Forward-Looking Statements section at the end of this press release.
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| | Full Year 2021 Guidance | |
($ in millions, except where noted) | | Low | | High | |
Digital IM Capital Raise ($ in billions) | | $3.5 | | $4.0 | |
Digital IM Revenue | | 140 | | 150 | |
Digital IM FRE | | 80 | | 85 | |
Digital Operating Revenue | | 125 | | 135 | |
Digital Operating EBITDA | | 53 | | 58 | |
Other Monetizations | | 400 | | 600 | |
Digital Investment Management (IM)
During the fourth quarter 2020, the Digital IM segment generated revenues of $24.4 million, net income attributable to common stockholders of $3.6 million and Core FFO of $1.0 million. Fee Related Earnings (FRE) was $4.6 million, or $10.3 million excluding $5.7 million of the $7.7 million one-time incentives driven by the outperformance of key digital capital formation targets ($2 million of the one-time incentives are reported in the unallocated segment).
•Revenues: Total Digital IM revenues were $25.2 million (inclusive of $0.9 million of fee income that is eliminated in our consolidated results because we consolidate certain limited partner interests), which represents a 27% year-over-year (YoY) increase. Approximately $4 million of the increase resulted from a partial quarter contribution from DCP II, which would have been $10 million on a full quarter run-rate basis.
•FRE Margins: FRE margin of 41% for 4Q20. On a pro forma basis assuming a full quarter of fees from DCP II's first closing and adjusted for the one-time performance incentive, FRE margins would have been 52%.
•FEEUM: FEEUM increased 88% YoY to $12.8 billion driven principally by $5.2 billion of capital closed in the fourth quarter, including from DCP II and capital raised for the Vantage entities, zColo and liquid securities strategies.
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Digital IM Summary | | | | |
($ in millions, except where noted) | |
| 4Q 2020 | | 4Q 2019 | |
Revenue | $ | 24.4 | | | $ | 19.8 | | |
FRE(1) | 10.3 | | | 12.3 | | |
Core FFO(1)(2) | 1.0 | | | 10.7 | | |
AUM (in billions) | 28.6 | | | 13.5 | | |
FEEUM (in billions) | 12.8 | | | 6.8 | | |
W.A. Management Fee % | 0.9 | % | | 1.0 | % | |
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Note: All figures are consolidated except Core FFO
(1) 4Q20 FRE excludes a $5.7 million consolidated one-time performance incentive related to the successful first closing of DCP II, while 4Q20 Core FFO includes this one-time performance incentive ($4.9 million CLNY OP share).
(2) 4Q20 Core FFO represents the Company’s 68.5% share after the strategic Wafra investment on July 17, 2020.
Digital Operating
The Digital Operating segment details the financial performance of the digital infrastructure operating companies in which the Company maintains balance sheet investments. The Company currently owns a 20% interest in DataBank, and a 13% interest in Vantage SDC, a portfolio of stabilized data centers acquired from Vantage Data Centers. The financial results of these interests are presented on a consolidated basis (e.g. Revenue and Adjusted EBITDA) while Core FFO represents CLNY OP's share. Further detail on CLNY OP's share of the financial results is presented in the Company’s quarterly Supplemental Financial Report. Third-party interests in DataBank and Vantage are managed within the Company’s Digital IM segment.
DataBank completed the acquisition of zColo, a portfolio of 44 data centers from Zayo Group Holdings, Inc., for total consideration of $1.4 billion including $725 million of acquisition financing and capital lease obligations and $720 million of equity. The Company raised $575 million of third-party co-invest capital and invested approximately $145 million to maintain its 20% ownership interest in DataBank.
In October 2020, Vantage SDC raised $1.3 billion in securitized notes at a blended interest rate of 1.8% primarily to refinance existing debt, extending its debt maturities and lowering its overall cost of debt.
In February 2021, DataBank priced a $658 million offering of securitized notes at a blended interest rate of 2.3% primarily to refinance existing debt, extending its debt maturities and lowering its overall cost of debt. This securitization represents the first of its kind in the enterprise data center sector.
During the fourth quarter 2020, the Digital Operating segment generated revenues of $127.5 million, net income attributable to common stockholders of $(7.4) million, Adjusted EBITDA of $60.5 million and Core FFO of $6.9 million. Fourth quarter 2020 Digital Operating segment includes a partial quarter of results from zColo, which was acquired on December 14, 2020. The Company acquired its first digital operating company interest in December 2019 with the acquisition of a 20% stake in DataBank and did not have interest in Vantage SDC or zColo in the prior year period.
•Solid Operating Company Growth: On a consolidated basis, the Digital Operating segment generated $127.5 million of revenues and $60.5 million of adjusted EBITDA based on a full quarter of contribution from DataBank and Vantage SDC and a partial quarter contribution from zColo.
•CLNY OP's share of revenues and adjusted EBITDA was $21.0 million and $9.9 million, respectively, which represents a 47% EBITDA margin.
•Although the Company only had a partial quarter of ownership in DataBank in the prior period, operating metrics for the comparative prior period are presented as if both DataBank and Vantage SDC were owned for the full fourth quarter of 2019 for comparative purposes.
•Utilization rate, MRR and Churn improved on a YoY basis as both DataBank and Vantage SDC have successfully leased up their data centers while experiencing lower tenant turnover. MRR decreased on a YoY basis principally as certain data centers have leased up to stabilized capacity.
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Digital Operating Summary | |
($ in millions, except where noted) | |
| 4Q 2020(1) | | 4Q 2019(2) | |
Revenue | $127.5 | | $6.0 | |
Adjusted EBITDA | 60.5 | | 2.5 | |
Core FFO | 6.9 | | 0.2 | |
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Metrics(3) | | | | |
Number of Data Centers | 32 | | 31 | |
Max Critical I.T. SF | 1,138,048 | | 1,082,161 | |
Leased SF | 967,879 | | 896,465 | |
% Utilization Rate | 85.0% | | 82.8% | |
MRR (Annualized) | $442.0 | | $387.0 | |
Bookings (Annualized) | $6.0 | | $17.0 | |
Quarterly Churn (% of Prior Quarter MRR) | 0.9% | | 1.6% | |
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Note: All figures are consolidated except for Core FFO
(1) Fourth quarter 2020 Digital Operating segment includes a partial quarter of results from zColo, which DataBank acquired on December 14, 2020.
(2) The Company acquired a 20% stake in DataBank in December 2019 and did not have interest in Vantage SDC or zColo in the fourth quarter 2019.
(3) Operating metrics exclude zColo data given recent acquisition on December 14, 2020 and therefore minimal contribution to the metrics. The metrics do include a full quarter of operating data for DataBank and Vantage SDC given a full quarter of ownership during 4Q 2020 and corresponding data is presented for the prior year period for comparative purposes.
Digital Other
This segment is composed of equity interests in digital investment vehicles managed by the Company, the majority of which are in DCP I and DCP II, the Company’s flagship digital infrastructure private equity vehicles. This segment also includes the Company’s investment and commitment to the digital liquid strategies and seed investments for future digital investment vehicles.
The Company’s aggregate exposure to the Digital Other segment is approximately $315 million, of which $164 million has been funded to date. In addition, Wafra has committed $259 milllion to funds comprising the Digital Other segment.
During the fourth quarter, the Company originated a $31 million senior term loan to a U.K. broadband provider, which the Company expects to contribute to a future digital credit investment vehicle.
During the fourth quarter 2020, the Digital Other segment generated net income attributable to common stockholders of $9.0 million and Core FFO of $10.0 million. Core FFO was primarily composed of an increase in the fair value of the Company's interest in DCP I, which experienced strong underlying portfolio company performance, with additional contribution from interest on the new Digital loan and mark-to-market gains and losses from the digital liquid investments.
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Digital Other Summary | |
($ in millions, except where noted) | |
| 4Q 2020 | | 4Q 2019 | |
Revenue | $ | 2.6 | | | $ | — | | |
Equity Method Earnings | 9.9 | | | (4.3) | | |
Other Gain/Loss | 7.4 | | | — | | |
Core FFO | 10.0 | | | (4.3) | | |
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Note: All figures are consolidated except for Core FFO
Wellness Infrastructure
During the fourth quarter, the Wellness Infrastructure segment generated revenues of $121.1 million, net income attributable to common stockholders of $(6.6) million and Core FFO of $18.6 million. Fourth quarter results included $4.1 million of consolidated, or $2.9 million CLNY OP share, one-time recovery of tenant rent receivables.
Despite the ongoing impacts of the COVID-19 pandemic, overall same-store NOI (which excludes the benefit from the one-time recovery of tenant rent receivables) was up $0.8 million, or 1.3%, from third quarter 2020. This increase was primarily due to better results in the medical office building (MOB) portfolio and the NNN portfolios due to lower expenses and increased rents, partially offset by decreased NOI in the senior housing operating properties (SHOP) portfolio due to lower occupancy resulting from COVID-19.
Portfolio Performance
•Decrease in revenues YoY was primarily due to portfolio sales and transfers and to a lesser degree, the impact of COVID-19 on the SHOP portfolio.
•Improving contractual rent collections at 99% received in the fourth quarter across the NNN and MOB portfolios, which represents 85% of total segment NOI.
•Same-store NOI decreased $6.9 million, or 10%, YoY to $61.7 primarily due to the impact of COVID-19 on the SHOP portfolio and weaker results in the Hospital portfolio. However, same-store NOI was stable compared to the prior quarter as noted above.
•Core FFO increased $1.0 million YoY to $18.6 million primarily due to lower interest expense from a decrease in LIBOR, less debt from sales and lower investment & servicing and general & administrative expenses, partially offset by a decrease in NOI from sales and transfers and the impact of COVID-19 on occupancy levels and operating expenses.
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Wellness Infrastructure Summary | | | |
($ in millions) | 4Q 2020 | | 4Q 2019 | |
Revenue | $ | 121.1 | | | $ | 154.4 | | |
NOI | 65.6 | | | 76.6 | | |
Interest Expense | 31.3 | | | 41.9 | | |
Core FFO(1) | 18.6 | | | 17.6 | | |
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Same Store NOI | 61.7 | | | 68.6 | | |
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Note: All figures are consolidated except for Core FFO
(1) Beginning in the third quarter of 2020, the Company applied a new methodology for allocating compensation and administrative expenses across individual reportable segments. The new methodology was applied to prior periods.
Capital Structure & Activity
•Disposed of five skilled nursing facilities, which had $45 million of defaulted consolidated debt. Net sale proceeds were $2.5 million after the repayment of debt.
Other
This segment is composed of other equity and debt investments (OED) and the Company’s non-digital investment management business (Other IM). OED encompasses a diversified group of non-digital real estate and real estate-related equity and debt investments, including shares in Colony Credit Real Estate, Inc (NYSE: CLNC). Over the course of the next twenty-four months, the Company expects to monetize the bulk of its OED portfolio as it completes its digital transformation.
Other IM encompasses the Company’s management of private real estate credit funds and related co-investment vehicles, CLNC, and NorthStar Healthcare Income, Inc., a public non-traded healthcare REIT. Many of the investments underlying these vehicles are co-owned by the Company’s balance sheet and reported under OED. The Company earns management fees, generally based on the amount of assets or capital managed, and contractual incentive fees or potential carried interest based on the performance of the investment vehicles managed subject to achievement of minimum return hurdles.
During the fourth quarter, the Other segment generated revenues of $62.3 million, net income attributable to common stockholders of $(32.0) million and Core FFO ex-gains/losses of $26.8 million. Core FFO excluding gains/losses decreased YoY due to: 1) lower Core FFO from Other IM which included $20 million of net carried interest in the fourth quarter 2019 primarily related to the sale of the Company’s light industrial portfolio, 2) the continued monetization of OED investments, and 3) decrease in CLNC Distributable Earnings, of which the Company absorbs its proportionate share of earnings based on the percent of CLNC shares it owns.
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Legacy Other Summary | | | | |
($ in millions) | 4Q 2020 | | 4Q 2019 | |
Revenue | $ | 62.3 | | | $ | 114.9 | | |
Equity method earnings | (146.0) | | | 47.9 | | |
Core FFO | (43.1) | | | 36.0 | | |
Core FFO excluding gains/losses | 26.8 | | | 57.4 | | |
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Note: All figures are consolidated except for Core FFO
Other Equity and Debt ("OED")
•Continued monetizations: $311 million of monetizations in the fourth quarter bringing full year 2020 Other monetizations to $698 million (including the RXR divestiture in the first quarter 2020). The Company achieved the high end of its 2020 target of $600-700 million of monetizations. Notable fourth quarter monetizations included: the Cortland multifamily preferred equity with net proceeds of $125 million; our 51% interest in a portfolio of bulk industrial assets with net proceeds of $85 million; the Origination DrillCo joint venture financing with net proceeds of $50 million; and a $30 million discounted payoff on a mortgage secured by retail properties.
•THL Hotel Portfolio: This portfolio is included in the overall sale of hospitality portfolios to Highgate and is classified in discontinued operations for the fourth quarter, but the related book value is included in the OED table below.
•Impairments and Core FFO excluding Gains/Losses: The Company recorded impairments of $16 million consolidated, or $7million CLNY OP share, which are added back in FFO and Core FFO. Core FFO also included net investment losses of $70 million, of which $18 million is our share of losses from CLNC’s Distributable Earnings and the remainder is our share of net investment losses and impairments primarily from European and oil and gas investments. These net investment losses were recorded within equity method earnings; other gain (loss), net; and gain on sale of real estate assets (net of depreciation, amortization and impairment previously adjusted for FFO) line items on the Company’s consolidated statement of operations.
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OED Summary | | | | | | | | |
| | | | | CLNY OP Share | |
| | | | | Depreciated Carrying Value | |
($ in millions) | | | | | 12/31/2020 | |
Investment | Investment Type | Property Type | Geography | CLNY Ownership %(1) | Assets(2) | Equity(2) | % of Total Equity | |
Colony Credit Real Estate, Inc. (CLNC) | Public Company Common Shares | Various | Various | 36% | $ | 385.2 | | $ | 385.2 | | 29 | % | |
Tolka Irish NPL Portfolio | Non-Performing First Mortgage Loans | Primarily Office | Ireland | 100% | 404.6 | | 173.4 | | 13 | % | |
Ronan CRE Portfolio Loan | Mezzanine Loan | Office, Residential, Mixed-Use | Ireland / France | 50% | 70.3 | | 70.3 | | 5 | % | |
Spencer Dock Loan | Mezzanine Loan with Profit Participation | Office, Hospitality & Residential | Ireland | 20% | 52.5 | | 52.5 | | 4 | % | |
McKillin Portfolio Loan | Debt Financing | Office and Personal Guarantee | Primarily US and UK | 96% | 51.5 | | 51.5 | | 4 | % | |
France & Spain CRE Portfolio | Real Estate Equity | Primarily Office & Hospitality | France & Spain | 33% | 123.3 | | 48.4 | | 4 | % | |
Maranatha French Hotel Portfolio | Real Estate Equity | Hospitality | France | 44% | 47.9 | | 47.2 | | 4 | % | |
Albertsons | Equity | Grocery Stores | Nationwide | n/a | 41.2 | | 41.2 | | 3 | % | |
AccorInvest | Real Estate Equity | Hospitality | Primarily Europe | 1% | 37.7 | | 37.7 | | 3 | % | |
Dublin Docklands | Senior Loan with Profit Participation | Office & Residential | Ireland | 15% | 32.5 | | 32.5 | | 2 | % | |
Remaining OED (>35 Investments) | Various | Various | Various | Various | 1,081.4 | | 383.9 | | 29 | % | |
Total Other Equity and Debt | | | | | $ | 2,328.1 | | $ | 1,323.8 | | 100 | % | |
________________________________________________
(1) Ownership % represents CLNY OP’s share of the entire investment accounting for all non-controlling interests including interests managed by the Company and other third parties.
(2) Beginning in the fourth quarter of 2020, the Company included the net assets of investments, which includes cash and cash equivalents, restricted cash, other assets, and accrued and other liabilities of each investment. For prior periods, net assets of investments were included in the total net assets of the Company presented in the Financial Overview - Summary of Segments section of the Company's Supplemental Financial Report.
Other Investment Management
The Company’s non-digital investment management business had FEEUM of $7.2 billion as of December 31, 2020, a decline of 21% from the prior year due principally to asset sales in legacy funds and a decrease in the net asset value of NorthStar Healthcare Income.
| | | | | | | | | | | | | | |
Other IM Summary | | | | |
($ in billions) | |
| 4Q 2020 | | 4Q 2019 | |
AUM (in billions) | 13.4 | | 15.5 | |
FEEUM (in billions) | 7.2 | | 8.9 | |
W.A. Management Fee % | 1.1 | % | | 1.1 | % | |
Discontinued Operations
In September, the Company entered into a definitive agreement to sell five of the six hotel portfolios in its Hospitality segment and its 55% interest in the THL Hotel Portfolio totaling 197 hotel properties. The sixth hotel portfolio is under receivership and the other 45% interest in the THL Hotel Portfolio continues to be held by investment vehicles managed by the Company. The transaction is valued at approximately $2.8 billion and acquirer's assumption of $2.7 billion of consolidated investment-level debt. Consummation of the sale is subject to customary closing conditions, including but not limited to, acquirer’s assumption of the outstanding mortgage notes encumbering the hotel properties and third-party approvals. In October, the parties amended the sale agreement to address certain payments made by the Company to lenders in order to cure debt default on a portfolio, and, subject to the satisfaction of certain conditions, to provide the Company with a purchase price credit for a portion of such funded amount. The sale is expected to close during the first half of 2021. There can be no assurance that the sale will close in the timeframe contemplated or on the terms anticipated, if at all.
The Company’s pending exit from the hospitality business represents a key milestone in its digital transformation. The sale of these hotel portfolios is a strategic shift that will have a significant effect on the Company’s operations and financial results, and has met the criteria as held for sale and discontinued operations. For all current and prior periods presented, the related assets and liabilities are presented as assets and liabilities held for disposition on the consolidated balance sheets and the related operating results are presented as loss from discontinued operations on the consolidated statement of operations.
In December 2019, the Company completed the sale of the light industrial portfolio and its related management platform, which represented the vast majority of the former industrial segment. The Company continued to own the bulk industrial assets which it monetized in December 2020. For the fourth quarter 2020, the bulk industrial portfolio was held for sale and presented as discontinued operations on the consolidated statements of operations.
Other Corporate Matters
Convertible Senior Notes
In January 2021, the Company’s 3.875% convertible senior notes matured and the remaining balance of $32 million was paid off.
Corporate Revolving Credit Facility (“RCF”)
In December 2020, the Company reduced the revolver capacity from $500 million to $450 million due to the successful monetization of certain OED assets which serve as borrowing base collateral. In conjunction, the Company exercised its first six-month option to extend the maturity to July 11, 2021 with one six-month extension option remaining. The RCF is undrawn and the Company is in full compliance with the RCF covenants and terms.
Common Stock and Operating Company Units
As of February 22, 2021, the Company had 484.2 million shares of Class A and B common stock outstanding and the Company’s operating partnership had 51.1 million operating company units outstanding and held by members other than the Company.
Preferred Dividends
On November 5, 2020, the Company’s Board declared cash dividends with respect to each series of the Company’s cumulative redeemable perpetual preferred stock in accordance with the terms of such series, as follows: with respect to each of the Series G preferred stock: $0.46875 per share; Series H preferred stock: $0.4453125 per share; Series I preferred stock: $0.446875 per share; and Series J preferred stock: $0.4453125 per share, such dividends were paid on January 15, 2021 to the respective stockholders of record on January 11, 2021.
On February 23, 2021, the Company’s Board declared cash dividends with respect to each series of the Company’s cumulative redeemable perpetual preferred stock in accordance with the terms of such series, as follows: with respect to each of the Series G preferred stock: $0.46875 per share; Series H preferred stock: $0.4453125 per share; Series I preferred stock: $0.446875 per share; and Series J preferred stock: $0.4453125 per share, such dividends will be paid on April 15, 2021 to the respective stockholders of record on April 12, 2021.
Fourth Quarter 2020 Conference Call
The Company will conduct an earnings presentation and conference call to discuss the financial results on Thursday, February 25, 2021 at 7:00 a.m. PT / 10:00 a.m. ET. The earnings presentation will be broadcast live over the Internet and can be accessed on the Shareholders section of the Company’s website at www.clny.com.
The earnings presentation will be broadcast live over the Internet and can be accessed on the Shareholders section of the Company’s website at ir.clny.com/events. A webcast of the presentation and conference call will be available for 90 days on the Company’s website. To participate in the event by telephone, please dial (877) 407-4018 ten minutes prior to the start time (to allow time for registration). International callers should dial (201) 689-8471.
For those unable to participate during the live call, a replay will be available starting February 25, 2021, at 10:00 a.m. PT / 1:00 p.m. ET, through March 4, 2021, at 8:59 p.m. PT / 11:59 p.m. ET. To access the replay, dial (844) 512-2921 (U.S.), and use passcode 13715584. International callers should dial (412) 317-6671 and enter the same conference ID number.
Earnings Presentation and Supplemental Financial Report
A Fourth Quarter 2020 Earnings Presentation and Supplemental Financial Report is available in the Events & Presentations and Financial Information sections, respectively, of the Shareholders tab on the Company’s website at www.clny.com. This information has also been furnished to the U.S. Securities and Exchange Commission in a Current Report on Form 8-K.
About Colony Capital, Inc.
Colony Capital, Inc. (NYSE: CLNY) is a leading global investment firm with a heritage of identifying and capitalizing on key secular trends in real estate. The Company manages an approximately $52 billion portfolio of real assets on behalf of its shareholders and limited partners, including $30 billion in digital real estate investments through Digital Colony, its digital infrastructure platform. Colony Capital, structured as a REIT, is headquartered in Boca Raton with key offices in Los Angeles, New York, and London, and has over 350 employees across 18 locations in 12 countries. For more information on Colony Capital, visit www.clny.com.
Cautionary Statement Regarding Forward-Looking Statements
This press release may contain forward-looking statements within the meaning of the federal securities laws. Forward-looking statements relate to expectations, beliefs, projections, future plans and strategies, anticipated events or trends and similar expressions concerning matters that are not historical facts. In some cases, you can identify forward-looking statements by the use of forward-looking terminology such as “may,” “will,” “should,” “expects,” “intends,” “plans,” “anticipates,” “believes,” “estimates,” “predicts,” or “potential” or the negative of these words and phrases or similar words or phrases which are predictions of or indicate future events or trends and which do not relate solely to historical matters. You can also identify forward-looking statements by discussions of strategy, plans or intentions.
Forward-looking statements involve known and unknown risks, uncertainties, assumptions and contingencies, many of which are beyond the Company’s control, and may cause the Company’s actual results to differ significantly from those expressed in any forward-looking statement. Factors that might cause such a difference include, without limitation, the impact of COVID-19 on the global economy, including the Company’s businesses, whether the Company will capitalize on the powerful secular tailwinds supporting the continued growth and investment in digital infrastructure, whether the Company’s wellness infrastructure segment, including contractual rent collections, will continue to perform well despite ongoing impacts of COVID-19, the Company’s ability to continue driving strong growth in its digital business and accelerating its digital transformation, including whether the Company will continue to lower corporate expenses and achieve earnings rotation through divestment of legacy businesses and assets, the impact of the digital transformation on the Company’s earnings profile, the Company’s ability to collaborate with its partner companies and customers to build the next-generation networks connecting enterprises and consumers globally, whether the Company will realize the anticipated benefits of Wafra’s strategic investment in the Company’s digital investment management business, including whether the Wafra investment will become subject to redemption and the amount of commitments Wafra will make to the Company’s digital investment products, the Company’s ability to raise third party capital in its managed funds or co-investment structures and the pace of such fundraising (including as a result of the impact of COVID-19), whether the DCP II fund raising target will be met, in the amounts anticipated or at all, the performance of DataBank, including zColo, the success and performance of the Company’s future investment product offerings, including a digital credit investment vehicle, whether the Company will realize the anticipated benefits of its investment in Vantage SDC, including the performance and stability of its portfolio, the pace of growth in the Company’s digital investment management franchise, the Company’s ability to continue to make investments in digital assets onto the balance sheet and the quality and earnings profile of such investments, the resilience and growth in demand for digital infrastructure, whether the Company will realize the anticipated benefits of its securitization transactions, the Company’s ability to simplify its business and continue to monetize legacy businesses/OED assets, including the timing and amount of proceeds to be received by the Company in those monetizations and its impact on the Company’s liquidity, if any, the Company’s ability to consummate the pending hospitality exit transaction and the amount of net proceeds to be received by the Company from the transaction, whether warehoused investments will ultimately be transferred to a managed investment vehicle or at all, the impact of impairments, the level of expenses within the wellness infrastructure segment and the impact on performance for the segment, whether the Company will maintain or produce higher Core FFO per share (including or excluding gains and losses from sales of certain investments) in the coming quarters, or ever, the Company’s FRE and FEEUM and its ability to continue growth
at the current pace or at all, whether the Company will continue to pay dividends on its preferred stock, the impact of changes to the Company’s management or board of directors, employee and organizational structure, the Company’s financial flexibility and liquidity, including borrowing capacity under its revolving credit facility (including as a result of the impact of COVID-19), whether the Company will further extend the term of its revolving credit facility, the use of sales proceeds and available liquidity, the performance of the Company’s investment in CLNC (including as a result of the impact of COVID-19), including the CLNC share price as compared to book value and how the Company evaluates the Company’s investment in CLNC, the impact of management changes at CLNC, the Company’s ability to minimize balance sheet commitments to its managed investment vehicles, customer demand for data centers, the Company's portfolio composition, the Company's expected taxable income and net cash flows, excluding the contribution of gains, the Company’s ability to pay or grow the dividend at all in the future, the impact of any changes to the Company’s management agreements with NorthStar Healthcare Income, Inc., CLNC and other managed investment vehicles, whether Colony Capital will be able to maintain its qualification as a REIT for U.S. federal income tax purposes, the timing of and ability to deploy available capital, including whether any redeployment of capital will generate higher total returns, Colony Capital’s ability to maintain inclusion and relative performance on the RMZ, Colony Capital’s leverage, including the Company’s ability to reduce debt and the timing and amount of borrowings under its credit facility, increased interest rates and operating costs, adverse economic or real estate developments in Colony Capital’s markets, Colony Capital’s failure to successfully operate or lease acquired properties, decreased rental rates, increased vacancy rates or failure to renew or replace expiring leases, increased costs of capital expenditures, defaults on or non-renewal of leases by tenants, the impact of economic conditions (including the impact of COVID-19 on such conditions) on the borrowers of Colony Capital’s commercial real estate debt investments and the commercial mortgage loans underlying its commercial mortgage backed securities, adverse general and local economic conditions, an unfavorable capital market environment, decreased leasing activity or lease renewals, and other risks and uncertainties, including those detailed in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2019, Quarterly Report on Form 10-Q for the quarter ended March 31, 2020, Quarterly Report on Form 10-Q for the quarter ended June 30, 2020, and Quarterly Report on Form 10-Q for the quarter ended September 30, 2020, each under the heading “Risk Factors,” as such factors may be updated from time to time in the Company’s subsequent periodic filings with the U.S. Securities and Exchange Commission (“SEC”). All forward-looking statements reflect the Company’s good faith beliefs, assumptions and expectations, but they are not guarantees of future performance. Additional information about these and other factors can be found in Colony Capital’s reports filed from time to time with the SEC.
Colony Capital cautions investors not to unduly rely on any forward-looking statements. The forward-looking statements speak only as of the date of this press release. Colony Capital is under no duty to update any of these forward-looking statements after the date of this press release, nor to conform prior statements to actual results or revised expectations, and Colony Capital does not intend to do so.
Source: Colony Capital, Inc.
Investor Contacts:
Severin White
Managing Director, Head of Public Investor Relations
212-547-2777
swhite@clny.com
Non-GAAP Financial Measures and Definitions
Assets Under Management (AUM)
Assets owned by the Company’s balance sheet and assets for which the Company and its affiliates provide investment management services, including assets for which the Company may or may not charge management fees and/or performance allocations. Balance sheet AUM is based on the undepreciated carrying value of digital investments and the impaired carrying value of non-digital investments as of the report date. Investment management AUM is based on the cost basis of managed investments as reported by each underlying vehicle as of the report date. AUM further includes uncalled capital commitments, but excludes CLNY OP’s share of non wholly-owned real estate investment management platform’s AUM. The Company's calculations of AUM may differ from the calculations of other asset managers, and as a result, this measure may not be comparable to similar measures presented by other asset managers.
CLNY Operating Partnership (CLNY OP)
The operating partnership through which the Company conducts all of its activities and holds substantially all of its assets and liabilities. The Company is the sole managing member of, and directly owns approximately 90% of the common units in, CLNY OP. The remaining common units in CLNY OP are held primarily by current and former employees of the Company. Each common unit is redeemable at the election of the holder for cash equal to the then fair value of one share of the Company’s Class A common stock or, at the Company’s option, one share of the Company’s Class A common stock. CLNY OP share excludes noncontrolling interests in investment entities.
Fee-Earning Equity Under Management (FEEUM)
Equity for which the Company and its affiliates provides investment management services and derives management fees and/or performance allocations. FEEUM generally represents a) the basis used to derive fees, which may be based on invested equity, stockholders’ equity, or fair value pursuant to the terms of each underlying investment management agreement and b) the Company’s pro-rata share of fee bearing equity of each affiliate as presented and calculated by the affiliate. Affiliates include Alpine Energy LLC and American Healthcare Investors. The Company's calculations of FEEUM may differ materially from the calculations of other asset managers, and as a result, this measure may not be comparable to similar measures presented by other asset managers.
Fee Related Earnings (FRE)
The Company calculates FRE for its investment management business within the digital segment as base management fees, other service fee income, and other income inclusive of cost reimbursements, less compensation expense (excluding equity-based compensation), administrative expenses (excluding fund raising placement agent fee expenses), and other operating expenses related to the investment management business. The Company uses FRE as a supplemental performance measure as it may provide additional insight into the profitability of the overall digital investment management business. FRE is presented prior to the deduction for Wafra's 31.5% interest.
Funds From Operations (FFO) and Core Funds From Operations (Core FFO)
The Company calculates funds from operations (FFO) in accordance with standards established by the National Association of Real Estate Investment Trusts, which defines FFO as net income or loss calculated in accordance with GAAP, excluding (i) extraordinary items, as defined by GAAP; (ii) gains and losses from sales of depreciable real estate; (iii) impairment write-downs associated with depreciable real estate; (iv) gains and losses from a change in control in connection with interests in depreciable real estate or in-substance real estate, plus (v) real estate-related depreciation and amortization; and (vi) including similar adjustments for equity method investments. Included in FFO are gains and losses from sales of assets which are not depreciable real estate such as loans receivable, equity method investments, as well as equity and debt securities, as applicable.
The Company computes core funds from operations (Core FFO) by adjusting FFO for the following items, including the Company’s share of these items recognized by its unconsolidated partnerships and joint ventures: (i) gains and losses from sales of depreciable real estate within the Other segment, net of depreciation, amortization and impairment previously adjusted for FFO; (ii) gains and losses from sales of investment management businesses and impairment write-downs associated investment management; (iii) equity-based compensation expense; (iv) effects of straight-line rent revenue and expense; (v) amortization of acquired above- and below-market lease values; (vi) debt prepayment penalties and amortization of deferred financing costs and debt premiums and discounts; (vii) unrealized fair value gains or losses on interest rate and foreign currency hedges, and foreign currency remeasurements; (viii) acquisition and merger related transaction costs; (ix) restructuring and merger integration costs; (x) amortization and impairment of finite-lived intangibles related to investment management contracts and customer relationships; (xi) gain on remeasurement of consolidated investment entities and the effect of amortization thereof; (xii) non-real estate fixed asset depreciation, amortization and impairment; (xiii) change in fair value of contingent consideration; and (xiv) tax effect on certain of the foregoing adjustments. Beginning with the first quarter of 2018, the Company’s Core FFO from its interest in Colony Credit Real Estate (NYSE: CLNC) represented its percentage interest multiplied by CLNC’s Distributable Earnings (previously referred to as Core Earnings). Refer to CLNC’s filings with the SEC for the definition and calculation of Distributable Earnings. Beginning in the fourth quarter of 2020, the Company excluded results from discontinued operations in its calculation of Core FFO and applied this exclusion retrospectively to prior periods. The Company computes Core FFO excluding gains and losses by adjusting Core FFO to exclude gains and losses from the Company’s Other segment.
FFO and Core FFO should not be considered alternatives to GAAP net income as indications of operating performance, or to cash flows from operating activities as measures of liquidity, nor as indications of the availability of funds for our cash needs, including funds available to make distributions. FFO and Core FFO should not be used as supplements to or substitutes for cash flow from operating activities computed in accordance with GAAP. The Company’s calculations of FFO and Core FFO may differ from methodologies utilized by other REITs for similar performance measurements, and, accordingly, may not be comparable to those of other REITs.
The Company uses FFO and Core FFO as supplemental performance measures because, in excluding real estate depreciation and amortization and gains and losses from property dispositions, it provides a performance measure that captures trends in occupancy rates, rental rates, and operating costs. The Company also believes that, as widely recognized measures of the performance of REITs, FFO and Core FFO will be used by investors as a basis to compare its operating performance with that of other REITs. However, because FFO and Core FFO exclude depreciation and amortization and capture neither the changes in the value of the Company’s properties that resulted from use or market conditions nor the level of capital expenditures and leasing commissions necessary to maintain the operating performance of its properties, all of which have real economic effect and could materially impact the Company’s results from operations, the utility of FFO and Core FFO as measures of the Company’s performance is limited. FFO and Core FFO should be considered only as supplements to GAAP net income as a measure of the Company’s performance. Additionally, Core FFO excludes the impact of certain fair value fluctuations, which, if they were to be realized, could have a material impact on the Company’s operating performance. The Company also presents Core FFO excluding gains and losses from sales of certain investments as well as its share of similar adjustments for CLNC. The Company believes that such a measure is useful to investors as it excludes periodic gains and losses from sales of investments that are not representative of its ongoing operations.
This release also includes certain forward-looking non-GAAP information including Core FFO. Due to the high variability and difficulty in making accurate forecasts and projections of some of the information excluded from these estimates, together with some of the excluded information not being ascertainable or accessible, the Company is unable to quantify certain amounts that would be required to be included in the most directly comparable GAAP financial measures without unreasonable efforts.
Net Operating Income (NOI)
NOI for our real estate segments represents total property and related income less property operating expenses, adjusted for the effects of (i) straight-line rental income adjustments; (ii) amortization of acquired above- and below-market lease adjustments to rental income; and (iii) other items such as adjustments for the Company’s share of NOI of unconsolidated ventures.
The Company believes that NOI is a useful measure of operating performance of its respective real estate portfolios as it is more closely linked to the direct results of operations at the property level. NOI also reflects actual rents received during the period after adjusting for the effects of straight-line rents and amortization of above- and below- market leases; therefore, a comparison of NOI across periods better reflects the trend in occupancy rates and rental rates of the Company’s properties.
NOI excludes historical cost depreciation and amortization, which are based on different useful life estimates depending on the age of the properties, as well as adjust for the effects of real estate impairment and gains or losses on sales of depreciated properties, which eliminate differences arising from investment and disposition decisions. This allows for comparability of operating performance of the Company’s properties period over period and also against the results of other equity REITs in the same sectors. Additionally, by excluding corporate level expenses or benefits such as interest expense, any gain or loss on early extinguishment of debt and income taxes, which are incurred by the parent entity and are not directly linked to the operating performance of the Company’s properties, NOI provides a measure of operating performance independent of the Company’s capital structure and indebtedness. However, the exclusion of these items as well as others, such as capital expenditures and leasing costs, which are necessary to maintain the operating performance of the Company’s properties, and transaction costs and administrative costs, may limit the usefulness of NOI. NOI may fail to capture significant trends in these components of U.S. GAAP net income (loss) which further limits its usefulness.
NOI should not be considered as an alternative to net income (loss), determined in accordance with U.S. GAAP, as an indicator of operating performance. In addition, the Company’s methodology for calculating NOI involves subjective judgment and discretion and may differ from the methodologies used by other comparable companies, including other REITs, when calculating the same or similar supplemental financial measures and may not be comparable with other companies.
Definitions applicable to DataBank (including zColo) and Vantage SDC
Contracted Revenue Growth (Bookings)
The Company defines Bookings as either (1) a new data center customer contract for new or additional services over and above any services already being provided as well as (2) an increase in contracted rates on the same services when a contract renews. In both instances a booking is considered to be generated when a new contract is signed with the recognition of new revenue to occur when the new contract begins billing.
Churn
The Company calculates Churn as the percentage of MRR lost during the period divided by the prior period’s MRR. Churn is intended to represent data center customer contracts which are terminated during the period, not renewed or are renewed at a lower rate.
Earnings before Interest, Taxes, Depreciation and Amortization for Real Estate (EBITDAre) and Adjusted EBITDA
The Company calculates EBITDAre in accordance with the standards established by the National Association of Real Estate Investment Trusts, which defines EBITDAre as net income or loss calculated in accordance with GAAP, excluding interest, taxes, depreciation and amortization, gains or losses from the sale of depreciated property, and impairment of depreciated property. The Company calculates Adjusted EBITDA by adjusting EBITDAre for the effects of straight-line rental income/expense adjustments and amortization of acquired above- and below-market lease adjustments to rental income, equity-based compensation expense, restructuring and integration costs, transaction costs from unsuccessful deals and business combinations, litigation expense, the impact of other impairment charges, gains or losses from sales of undepreciated land, and gains or losses on early extinguishment of debt and hedging instruments. Revenues and corresponding costs related to the delivery of services that are not ongoing, such as installation services, are also excluded from Adjusted EBITDA. The Company uses EBITDAre and Adjusted EBITDA as supplemental measures of our performance because they eliminate depreciation, amortization, and the impact of the capital structure from its operating results. However, because EBITDAre and Adjusted EBITDA are calculated before recurring cash charges including interest expense and taxes, and are not adjusted for capital expenditures or other recurring cash requirements, their utilization as a cash flow measurement is limited.
Max Critical I.T. Square Feet
Amount of total rentable square footage.
Monthly Recurring Revenue (MRR)
The Company defines MRR as revenue from ongoing services that is generally fixed in price and contracted for longer than 30 days.
% Utilization Rate
Amount of leased square feet divided by max critical I.T. square feet.
(FINANCIAL TABLES FOLLOW)
CONSOLIDATED BALANCE SHEETS
(In thousands, except per share data)
| | | | | | | | | | | | | | |
| | December 31, 2020 | | December 31, 2019 |
| | | | |
Assets | | | | |
Cash and cash equivalents | | $ | 703,544 | | | $ | 1,205,190 | |
Restricted cash | | 161,919 | | | 91,063 | |
Real estate, net | | 8,727,920 | | | 6,218,196 | |
Loans receivable | | 1,295,337 | | | 1,566,328 | |
Equity and debt investments | | 1,737,479 | | | 2,313,805 | |
Goodwill | | 842,929 | | | 1,452,891 | |
Deferred leasing costs and intangible assets, net | | 1,524,968 | | | 632,157 | |
Assets held for disposition | | 4,105,801 | | | 5,743,085 | |
Other assets | | 1,017,119 | | | 557,989 | |
Due from affiliates | | 83,544 | | | 51,480 | |
Total assets | | $ | 20,200,560 | | | $ | 19,832,184 | |
Liabilities | | | | |
Debt, net | | $ | 7,789,738 | | | $ | 5,517,918 | |
Accrued and other liabilities | | 1,310,100 | | | 887,519 | |
Intangible liabilities, net | | 94,196 | | | 111,484 | |
Liabilities related to assets held for disposition | | 3,697,541 | | | 3,862,521 | |
Due to affiliates | | 601 | | | 34,064 | |
Dividends and distributions payable | | 18,516 | | | 83,301 | |
Preferred stock redemptions payable | | — | | | 402,855 | |
Total liabilities | | 12,910,692 | | | 10,899,662 | |
Commitments and contingencies | | | | |
Redeemable noncontrolling interests | | 305,278 | | | 6,107 | |
Equity | | | | |
Stockholders’ equity: | | | | |
Preferred stock, $0.01 par value per share; $1,033,750 liquidation preference; 250,000 shares authorized; 41,350 shares issued and outstanding | | 999,490 | | | 999,490 | |
Common stock, $0.01 par value per share | | | | |
Class A, 949,000 shares authorized; 483,406 and 487,044 shares issued and outstanding, respectively | | 4,834 | | | 4,871 | |
Class B, 1,000 shares authorized; 734 shares issued and outstanding | | 7 | | | 7 | |
Additional paid-in capital | | 7,570,473 | | | 7,553,599 | |
Accumulated deficit | | (6,195,456) | | | (3,389,592) | |
Accumulated other comprehensive income | | 122,123 | | | 47,668 | |
Total stockholders’ equity | | 2,501,471 | | | 5,216,043 | |
Noncontrolling interests in investment entities | | 4,327,372 | | | 3,254,188 | |
Noncontrolling interests in Operating Company | | 155,747 | | | 456,184 | |
Total equity | | 6,984,590 | | | 8,926,415 | |
Total liabilities, redeemable noncontrolling interests and equity | | $ | 20,200,560 | | | $ | 19,832,184 | |
CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except per share data)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Three Months Ended December 31, | | Year Ended December 31, | |
| | 2020 | | 2019 | | 2020 | | 2019 | |
| | (unaudited) | | (unaudited) | | | | | |
Revenues | | | | | | | | | |
Property operating income | | $ | 269,503 | | | $ | 193,386 | | | $ | 936,160 | | | $ | 737,364 | | |
Interest income | | 10,411 | | | 45,409 | | | 80,471 | | | 166,765 | | |
Fee income | | 46,791 | | | 45,600 | | | 177,755 | | | 223,915 | | |
Other income | | 12,139 | | | 14,718 | | | 42,208 | | | 78,779 | | |
Total revenues | | 338,844 | | | 299,113 | | | 1,236,594 | | | 1,206,823 | | |
Expenses | | | | | | | | | |
Property operating expense | | 114,163 | | | 84,640 | | | 423,716 | | | 333,354 | | |
Interest expense | | 96,507 | | | 70,053 | | | 310,454 | | | 306,809 | | |
Investment and servicing expense | | 14,632 | | | 21,431 | | | 62,529 | | | 60,646 | | |
Transaction costs | | 2,160 | | | 685 | | | 5,966 | | | 3,607 | | |
| | | | | | | | | |
Depreciation and amortization | | 129,838 | | | 65,104 | | | 431,443 | | | 307,594 | | |
Provision for loan loss | | — | | | 33 | | | — | | | 35,880 | | |
Impairment loss | | 29,089 | | | 450,661 | | | 1,473,997 | | | 1,086,530 | | |
Compensation expense | | | | | | | | | |
Cash and equity-based compensation | | 77,746 | | | 52,221 | | | 246,938 | | | 209,504 | | |
Carried interest and incentive fee compensation | | 994 | | | 3,300 | | | (8,437) | | | 16,564 | | |
Administrative expenses | | 34,964 | | | 26,502 | | | 110,210 | | | 89,906 | | |
Settlement loss | | — | | | — | | | 5,090 | | | — | | |
Total expenses | | 500,093 | | | 774,630 | | | 3,061,906 | | | 2,450,394 | | |
Other income (loss) | | | | | | | | | |
Gain on sale of real estate assets | | 1,928 | | | 19,162 | | | 25,986 | | | 62,003 | | |
Other gain (loss), net | | (11,764) | | | (11,546) | | | (211,084) | | | (194,106) | | |
Equity method earnings (losses) | | (136,009) | | | 38,064 | | | (455,840) | | | (140,384) | | |
Equity method earnings (losses) - carried interest | | 6,627 | | | 5,424 | | | (8,026) | | | 11,682 | | |
Income (loss) before income taxes | | (300,467) | | | (424,413) | | | (2,474,276) | | | (1,504,376) | | |
Income tax benefit (expense) | | 13,285 | | | (2,253) | | | 10,039 | | | (13,976) | | |
Income (loss) from continuing operations | | (287,182) | | | (426,666) | | | (2,464,237) | | | (1,518,352) | | |
Income (loss) from discontinued operations | | (18,948) | | | 1,358,394 | | | (1,326,173) | | | 1,369,437 | | |
Net income (loss) | | (306,130) | | | 931,728 | | | (3,790,410) | | | (148,915) | | |
Net income (loss) attributable to noncontrolling interests: | | | | | | | | | |
Redeemable noncontrolling interests | | 2,932 | | | 242 | | | 616 | | | 2,559 | | |
Investment entities | | (171,592) | | | 938,616 | | | (812,547) | | | 990,360 | | |
Operating Company | | (15,411) | | | (2,867) | | | (302,720) | | | (93,027) | | |
Net income (loss) attributable to Colony Capital, Inc. | | (122,059) | | | (4,263) | | | (2,675,759) | | | (1,048,807) | | |
Preferred stock redemption | | — | | | (5,150) | | | — | | | (5,150) | | |
Preferred stock dividends | | 18,516 | | | 27,138 | | | 75,023 | | | 108,550 | | |
Net income (loss) attributable to common stockholders | | $ | (140,575) | | | $ | (26,251) | | | $ | (2,750,782) | | | $ | (1,152,207) | | |
Loss per share—basic | | | | | | | | | |
Loss from continuing operations per share—basic | | $ | (0.24) | | | $ | (0.86) | | | $ | (3.60) | | | $ | (3.16) | | |
Net loss attributable to common stockholders per share—basic | | $ | (0.30) | | | $ | (0.06) | | | $ | (5.81) | | | $ | (2.41) | | |
Loss per share—diluted | | | | | | | | | |
Loss from continuing operations per share—diluted | | $ | (0.24) | | | $ | (0.86) | | | $ | (3.60) | | | $ | (3.16) | | |
Net loss attributable to common stockholders per share—diluted | | $ | (0.30) | | | $ | (0.06) | | | $ | (5.81) | | | $ | (2.41) | | |
Weighted average number of shares | | | | | | | | | |
Basic | | 472,155 | | | 480,108 | | | 473,558 | | | 479,588 | | |
Diluted | | 472,155 | | | 480,108 | | | 473,558 | | | 479,588 | | |
FUNDS FROM OPERATIONS AND CORE FUNDS FROM OPERATIONS
(In thousands, except per share data, unaudited)
| | | | | | | | | | | | | | | | | | | | | | | |
| Three Months Ended | | Year Ended |
| December 31, 2020 | | December 31, 2019 | | December 31, 2020 | | December 31, 2019 |
Net loss attributable to common stockholders | $ | (140,575) | | | $ | (26,251) | | | $ | (2,750,782) | | | $ | (1,152,207) | |
Adjustments for FFO attributable to common interests in Operating Company and common stockholders: | | | | | | | |
Net loss attributable to noncontrolling common interests in Operating Company | (15,411) | | | (2,867) | | | (302,720) | | | (93,027) | |
Real estate depreciation and amortization | 136,245 | | | 118,253 | | | 561,195 | | | 548,766 | |
Impairment of real estate | 31,365 | | | 60,273 | | | 1,956,662 | | | 351,395 | |
Loss (gain) from sales of real estate | (26,566) | | | (1,449,040) | | | (41,912) | | | (1,524,290) | |
Less: Adjustments attributable to noncontrolling interests in investment entities | (79,874) | | | 910,702 | | | (638,709) | | | 719,225 | |
FFO attributable to common interests in Operating Company and common stockholders | (94,816) | | | (388,930) | | | (1,216,266) | | | (1,150,138) | |
| | | | | | | |
Additional adjustments for Core FFO attributable to common interests in Operating Company and common stockholders: | | | | | | | |
Gains and losses from sales of depreciable real estate within the Other segment, net of depreciation, amortization and impairment previously adjusted for FFO(1) | (41,101) | | | 637 | | | (65,000) | | | (47,172) | |
Gains and losses from sales of investment management businesses and impairment write-downs associated investment management | 6,464 | | | 399,999 | | | 503,337 | | | 809,419 | |
CLNC Distributable Earnings and NRE Cash Available for Distribution adjustments(2) | (31,473) | | | (5,401) | | | 212,587 | | | 263,707 | |
Equity-based compensation expense | 8,689 | | | 20,154 | | | 36,642 | | | 48,482 | |
Straight-line rent revenue and expense | (6,404) | | | (5,735) | | | (19,953) | | | (18,462) | |
| | | | | | | |
Amortization of acquired above- and below-market lease values, net | (1,224) | | | (9,991) | | | (6,828) | | | (20,884) | |
Debt prepayment penalties and amortization of deferred financing costs and debt premiums and discounts | 25,017 | | | 49,253 | | | 54,336 | | | 108,409 | |
Unrealized fair value (gains) losses on interest rate and foreign currency hedges, and foreign currency remeasurements | (1,465) | | | (889) | | | 11,826 | | | 239,709 | |
Acquisition and merger-related transaction costs | 2,272 | | | (944) | | | 11,706 | | | 3,335 | |
Restructuring and merger integration costs(3) | 33,174 | | | 16,684 | | | 68,733 | | | 36,406 | |
Amortization and impairment of investment management intangibles | 8,315 | | | 8,640 | | | 37,971 | | | 89,371 | |
Non-real estate fixed asset depreciation, amortization and impairment | 12,865 | | | 1,922 | | | 34,851 | | | 6,652 | |
Gain on consolidation of equity method investment | — | | | — | | | — | | | (51,400) | |
Amortization of gain on remeasurement of consolidated investment entities | — | | | 6 | | | 12,996 | | | 3,813 | |
Tax effect of Core FFO adjustments, net | (317) | | | (7,864) | | | (3,015) | | | (18,231) | |
Preferred share redemption gain | — | | | (5,150) | | | — | | | (5,150) | |
Less: Adjustments attributable to noncontrolling interests in investment entities | 6,782 | | | (24,801) | | | 1,964 | | | (31,588) | |
Less: Core FFO from discontinued operations | 21,491 | | | (47,904) | | | 57,450 | | | (211,698) | |
Core FFO attributable to common interests in Operating Company and common stockholders | $ | (51,731) | | | $ | (314) | | | $ | (266,663) | | | $ | 54,580 | |
Less: Core FFO (gains) losses | 69,928 | | | 21,382 | | | 313,383 | | | 44,235 | |
Core FFO ex-gains/losses attributable to common interests in Operating Company and common stockholders | $ | 18,197 | | | $ | 21,068 | | | $ | 46,720 | | | $ | 98,815 | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
Core FFO per common share / common OP unit(4) | $ | (0.10) | | | $ | 0.00 | | | $ | (0.50) | | | $ | 0.10 | |
Core FFO per common share / common OP unit—diluted(4)(5)(6) | $ | (0.10) | | | $ | 0.00 | | | $ | (0.50) | | | $ | 0.10 | |
Core FFO ex-gains/losses per common share / common OP unit(4) | $ | 0.03 | | | $ | 0.04 | | | $ | 0.09 | | | $ | 0.19 | |
Core FFO ex-gains/losses per common share / common OP unit—diluted (4)(6)(7) | $ | 0.03 | | | $ | 0.04 | | | $ | 0.09 | | | $ | 0.19 | |
Weighted average number of common OP units outstanding used for Core FFO and Core FFO ex-gains/losses per common share and OP unit(4) | 536,694 | | | 541,263 | | | 537,393 | | | 527,691 | |
Weighted average number of common OP units outstanding used for Core FFO per common share and OP unit—diluted (4)(5)(6) | 536,694 | | | 541,263 | | | 537,393 | | | 528,756 | |
Weighted average number of common OP units outstanding used for Core FFO ex-gains/losses per common share and OP unit-diluted (4)(6)(7) | 552,372 | | | 541,263 | | | 544,032 | | | 528,756 | |
__________
(1) For the three months ended December 31, 2020 and December 31, 2019, net of $43.1 million consolidated or $10.4 million CLNY OP share and $18.0 million consolidated or $9.6 million CLNY OP share, respectively, of depreciation, amortization and impairment charges previously adjusted to calculate FFO. For the twelve months ended December 31, 2020 and December 31, 2019, net of $90.5 million consolidated or $52.2 million CLNY OP share and $111.9 million consolidated or $70.7 million CLNY OP share, respectively, of depreciation, amortization and impairment charges previously adjusted to calculate FFO.
(2) Represents adjustments to align the Company’s Core FFO with CLNC’s definition of Distributable Earnings and NRE's definition of Cash Available for Distribution (“CAD”) to reflect the Company’s percentage interest in the respective company's earnings.
(3) Restructuring and merger integration costs primarily represent costs and charges incurred as a result of corporate restructuring and reorganization to implement the digital evolution. These costs and charges include severance, retention, relocation, transition, shareholder settlement and other related restructuring costs, which are not reflective of the Company’s core operating performance and the Company does not expect to incur these costs subsequent to the completion of the digital evolution.
(4) Calculated based on weighted average shares outstanding including participating securities and assuming the exchange of all common OP units outstanding for common shares.
(5) For the three and twelve months ended December 31, 2020 and December 31, 2019, excluded from the calculations of diluted Core FFO per share is the effect of adding back interest expense associated with convertible senior notes and weighted average dilutive common share equivalents for the assumed conversion of the convertible senior notes as the effect of including such interest expense and common share equivalents would be antidilutive.
(6) For the three and twelve months ended December 31, 2020 and for the three months ended December 31, 2019, excluded from the calculations of diluted Core FFO per share is the effect of weighted average performance stock units. For the twelve months ended December 31, 2019, included in the calculation of diluted Core FFO and Core FFO ex-gains/losses per share are 990,700 weighted average performance stock units, which are subject to both a service condition and market condition, and 74,100 weighted average shares of non-participating restricted stock.
(7) For the three and twelve months ended December 31, 2020, included in the calculation of diluted Core FFO ex-gains/losses per share are 13.8 million and 6.6 million, respectively, weighted average performance stock units, performance based restricted stock units and Wafra’s warrants, of which the issuance and/or vesting are subject to the performance of the Company's stock price or the achievement of certain Company-specific metrics. For the three months ended December 31, 2020, included in the calculation of diluted Core FFO ex-gains/losses per share is the effect of adding back interest expense associated with convertible senior notes and 1.9 million of weighted average dilutive common share equivalents for the assumed conversion of the convertible senior notes.
COLONY CAPTITAL, INC.
RECONCILIATION OF WELLNESS INFRASTRUCTURE NET INCOME (LOSS) TO NOI
The following tables present: (1) a reconciliation of property and other related revenues less property operating expenses for properties to NOI and (2) a reconciliation of net income (loss) for the three months ended December 31, 2020 to NOI:
| | | | | | | | |
(In thousands) | | Three Months Ended December 31, 2020 |
Total revenues | | $ | 121,121 | |
Straight-line rent revenue and amortization of above- and below-market lease intangibles | | (4,902) | |
| | |
Property operating expenses (1) | | (50,579) | |
NOI | | $ | 65,640 | |
_________
(1) Property operating expenses include property management fees paid to third parties.
| | | | | | | | |
(In thousands) | | Three Months Ended December 31, 2020 |
Net income (loss) | | $ | 545 | |
Adjustments: | | |
Straight-line rent revenue and amortization of above- and below-market lease intangibles | | (4,902) | |
| | |
Interest expense | | 31,307 | |
Transaction, investment and servicing costs | | 2,295 | |
Depreciation and amortization | | 31,911 | |
Impairment loss | | 4,263 | |
Compensation and administrative expense | | 3,874 | |
Gain on sale of real estate | | 11 | |
Other (gain) loss, net | | (5,508) | |
| | |
| | |
Income tax (benefit) expense | | 1,844 | |
NOI | | $ | 65,640 | |
RECONCILIATION OF NET INCOME (LOSS) TO DIGITAL INVESTMENT MANAGEMENT FRE
| | | | | |
(In thousands) | Three Months Ended December 31, 2020 |
Digital Investment Management Net income (loss) | 1,840 | |
Adjustments: | |
Interest income | (1) | |
Fee income eliminated in the Company's consolidated Statement of Operations | 862 | |
Investment and servicing expense | 204 | |
Depreciation and amortization | 6,421 | |
Compensation expense—equity-based | 655 | |
Compensation expense—carried interest and incentive | 994 | |
Administrative expenses—straight-line rent | (1) | |
Administrative expenses—placement agent fee | 1,202 | |
Equity method (earnings) losses | (6,744) | |
Other (gain) loss, net | (102) | |
Income tax (benefit) expense | (757) | |
FRE | $ | 4,573 | |
Add: one-time incentive | 5,701 | |
FRE (adjusted) | $ | 10,274 | |
RECONCILIATION OF NET INCOME (LOSS) TO DIGITAL OPERATING ADJUSTED EBITDA
The following tables present: (1) a reconciliation of property and other related revenues less property operating expenses to Adjusted EBITDA and (2) a reconciliation of net income (loss) for the three months ended December 31, 2020 to Adjusted EBITDA:
| | | | | |
| |
(In thousands) | Three Months Ended December 31, 2020 |
Total revenues | $ | 127,546 | |
Property operating expenses | (47,224) | |
Compensation expense and administrative expenses | (16,413) | |
Transaction, investment and servicing costs | (3,209) | |
EBITDAre: | 60,700 | |
| |
Straight-line rent expenses and amortization of above- and below-market lease intangibles | (2,607) | |
Interest income | (80) | |
Compensation expense—equity-based | 728 | |
Installation services | 429 | |
Restructuring & integration costs | 803 | |
Transaction, investment and servicing costs | 564 | |
Adjusted EBITDA: | $ | 60,537 | |
| | | | | |
| |
(In thousands) | Three Months Ended December 31, 2020 |
Net income (loss) from continuing operations (Digital Operating) | $ | (52,902) | |
Adjustments: | |
Interest expense | 41,815 | |
Income tax (benefit) expense | (6,967) | |
Depreciation and amortization | 78,554 | |
Other (gain) loss | 200 | |
EBITDAre: | 60,700 | |
| |
Straight-line rent expenses and amortization of above- and below-market lease intangibles | (2,607) | |
Interest income | (80) | |
Compensation expense—equity-based | 728 | |
Installation services | 429 | |
Restructuring & integration costs | 803 | |
Transaction, investment and servicing costs | 564 | |
Adjusted EBITDA: | $ | 60,537 | |
The following table summarizes fourth quarter 2020 net income (loss) from continuing operations by segment:
| | | | | | | | | | | |
(In thousands) | | | Net Income (Loss) from Continuing Operations |
Digital Investment Management | | | $ | 1,840 | |
Digital Operating | | | (52,902) | |
Digital Other | | | 19,788 | |
Wellness Infrastructure | | | 545 | |
Other | | | (181,340) | |
Amounts Not Allocated to Segments | | | (75,113) | |
Total Consolidated | | | $ | (287,182) | |
The following table presents fourth quarter 2019 net income (loss) and Core Funds From Operations by segment:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | |
($ in thousands; unaudited) | Digital IM | Digital Operating | Digital Other | Wellness Infrastructure | Other | Discontinued Operations | Amounts not allocated to segments | Total OP pro rata share | Amounts attributable to noncontrolling interests | CLNY consolidated |
Net income (loss) attributable to common stockholders | $ | 2,058 | | $ | (126) | | $ | (3,877) | | $ | (33,211) | | $ | (309,107) | | $ | 383,535 | | $ | (65,523) | | $ | (26,251) | | | $ | (26,251) | |
Net income (loss) attributable to noncontrolling common interests in Operating Company | 219 | | (13) | | (413) | | (3,590) | | (33,493) | | 41,515 | | (7,092) | | (2,867) | | | (2,867) | |
Net income (loss) attributable to common interests in Operating Company and common stockholders | 2,277 | | (139) | | (4,290) | | (36,801) | | (342,600) | | 425,050 | | (72,615) | | (29,118) | | — | | (29,118) | |
| | | | | | | | | | |
Adjustments for FFO: | | | | | | | | | | |
Real estate depreciation and amortization | 22 | | 317 | | — | | 30,807 | | 13,347 | | 41,809 | | — | | 86,302 | | 31,951 | | 118,253 | |
Impairment of real estate | — | | — | | — | | 33,275 | | (4,351) | | 16,656 | | — | | 45,580 | | 14,693 | | 60,273 | |
Gain from sales of real estate | — | | — | | — | | (448) | | (4,372) | | (486,874) | | — | | (491,694) | | (957,346) | | (1,449,040) | |
Less: Adjustments attributable to noncontrolling interests in investment entities | — | | — | | — | | — | | — | | — | | — | | — | | 910,702 | | 910,702 | |
FFO | $ | 2,299 | | $ | 178 | | $ | (4,290) | | $ | 26,833 | | $ | (337,976) | | $ | (3,359) | | $ | (72,615) | | $ | (388,930) | | $ | — | | $ | (388,930) | |
| | | | | | | | | | |
Additional adjustments for Core FFO: | | | | | | | | | | |
Gains and losses from sales of depreciable real estate within the Other segment, net of depreciation, amortization and impairment previously adjusted for FFO | — | | — | | — | | — | | (33,109) | | 27,845 | | — | | (5,264) | | 5,901 | | 637 | |
Gains and losses from sales of investment management businesses and impairment write-downs associated investment management | — | | — | | — | | — | | 409,426 | | (9,427) | | — | | 399,999 | | — | | 399,999 | |
CLNC Distributable Earnings and NRE CAD adjustments | — | | — | | — | | — | | (5,401) | | — | | — | | (5,401) | | — | | (5,401) | |
Equity-based compensation expense | 20 | | — | | — | | 839 | | 3,285 | | 6,380 | | 9,630 | | 20,154 | | — | | 20,154 | |
Straight-line rent revenue and expense | 20 | | — | | — | | (1,586) | | (433) | | (627) | | (526) | | (3,152) | | (2,583) | | (5,735) | |
| | | | | | | | | | |
Amortization of acquired above- and below-market lease values, net | — | | — | | — | | (6,303) | | (173) | | (268) | | — | | (6,744) | | (3,247) | | (9,991) | |
Amortization of deferred financing costs and debt premiums and discounts | — | | — | | 38 | | 1,915 | | 1,273 | | 20,975 | | 1,734 | | 25,935 | | 23,318 | | 49,253 | |
Unrealized fair value losses on interest rate and foreign currency hedges, and foreign currency remeasurements | — | | — | | — | | (4,113) | | 341 | | — | | 1,745 | | (2,027) | | 1,138 | | (889) | |
Acquisition and merger-related transaction costs | 685 | | — | | — | | — | | — | | (1,629) | | — | | (944) | | — | | (944) | |
Restructuring and merger integration costs | — | | — | | — | | — | | 1,070 | | 11,559 | | 4,055 | | 16,684 | | — | | 16,684 | |
Amortization and impairment of investment management intangibles | 5,544 | | 51 | | — | | — | | 3,045 | | — | | — | | 8,640 | | — | | 8,640 | |
Non-real estate fixed asset depreciation, amortization and impairment | 87 | | — | | — | | — | | 34 | | 30 | | 1,500 | | 1,651 | | 271 | | 1,922 | |
| | | | | | | | | | |
Amortization of gain on remeasurement of consolidated investment entities | — | | — | | — | | — | | 3 | | — | | — | | 3 | | 3 | | 6 | |
Tax effect of Core FFO adjustments, net | 2,033 | | — | | — | | — | | (5,366) | | (3,575) | | (956) | | (7,864) | | — | | (7,864) | |
Preferred share redemption gain | — | | — | | — | | — | | — | | — | | (5,150) | | (5,150) | | — | | (5,150) | |
Less: Adjustments attributable to noncontrolling interests in investment entities | — | | — | | — | | — | | — | | — | | — | | — | | (24,801) | | (24,801) | |
Less: Core FFO from discontinued operations | — | | — | | — | | — | | — | | (47,904) | | — | | (47,904) | | — | | (47,904) | |
Core FFO | $ | 10,688 | | $ | 229 | | $ | (4,252) | | $ | 17,585 | | $ | 36,019 | | $ | — | | $ | (60,583) | | $ | (314) | | $ | — | | $ | (314) | |
________________________________________________
Beginning in the third quarter of 2020, the Company applied a new methodology for allocating compensation and administrative expenses across individual reportable segments. The new methodology was applied retrospectively to prior periods. Beginning in the fourth quarter of 2020, the Company excluded results from discontinued operations in its calculation of Core FFO and applied this exclusion retrospectively to prior periods.
Document
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Cautionary Statement Regarding Forward-Looking Statements |
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This presentation may contain forward-looking statements within the meaning of the federal securities laws. Forward-looking statements relate to expectations, beliefs, projections, future plans and strategies, anticipated events or trends and similar expressions concerning matters that are not historical facts. In some cases, you can identify forward-looking statements by the use of forward-looking terminology such as “may,” “will,” “should,” “expects,” “intends,” “plans,” “anticipates,” “believes,” “estimates,” “predicts,” or “potential” or the negative of these words and phrases or similar words or phrases which are predictions of or indicate future events or trends and which do not relate solely to historical matters. You can also identify forward-looking statements by discussions of strategy, plans or intentions.
Forward-looking statements involve known and unknown risks, uncertainties, assumptions and contingencies, many of which are beyond the Company’s control, and may cause the Company’s actual results to differ significantly from those expressed in any forward-looking statement. Factors that might cause such a difference include, without limitation, the impact of COVID-19 on the global economy, including the Company’s businesses, whether the Company’s wellness infrastructure segment, including contractual rent collections, will continue to perform well despite ongoing impacts of COVID-19, the Company’s ability to continue driving strong growth in its digital business and accelerating its digital transformation, including whether the Company will continue to lower corporate expenses and achieve earnings rotation through divestment of legacy businesses and assets, whether the Company will realize the anticipated benefits of Wafra’s strategic investment in the Company’s digital investment management business, including whether the Wafra investment will become subject to redemption and the amount of commitments Wafra will make to the Company’s digital investment products, the Company’s ability to raise third party capital in its managed funds or co-investment structures and the pace of such fundraising (including as a result of the impact of COVID-19), whether the DCP II fund raising target will be met, in the amounts anticipated or at all, the performance of DataBank, including zColo, the success and performance of the Company’s future investment product offerings, including a digital credit investment vehicle, whether the Company will realize the anticipated benefits of its investment in Vantage SDC, including the performance and stability of its portfolio, the pace of growth in the Company’s digital investment management franchise, the Company’s ability to continue to make investments in digital assets onto the balance sheet and the quality and earnings profile of such investments, the resilience and growth in demand for digital infrastructure, whether the Company will realize the anticipated benefits of its securitization transactions, the Company’s ability to simplify its business and continue to monetize legacy businesses/OED assets, including the timing and amount of proceeds to be received by the Company, if any, and its impact on the Company’s liquidity, the Company’s ability to consummate the pending hospitality exit transaction and the amount of net proceeds to be received by the Company from the transaction, whether warehoused investments will ultimately be transferred to a managed investment vehicle or at all, the impact of impairments, the level of expenses within the wellness infrastructure segment and the impact on performance for the segment, whether the Company will maintain or produce higher Core FFO per share (including or excluding gains and losses from sales of certain investments) in the coming quarters, or ever, the Company’s FRE and FEEUM and its ability to continue growth at the current pace or at all, whether the Company will continue to pay dividends on its preferred stock, the impact of changes to the Company’s management or board of directors, employee and organizational structure, the Company’s financial flexibility and liquidity, including borrowing capacity under its revolving credit facility (including as a result of the impact of COVID-19), the use of sales proceeds and available liquidity, the performance of the Company’s investment in CLNC (including as a result of the impact of COVID-19), whether the Company will further extend the term of its revolving credit facility, including the CLNC share price as compared to book value and how the Company evaluates the Company’s investment in CLNC, the impact of management changes at CLNC, the Company’s ability to minimize balance sheet commitments to its managed investment vehicles, customer demand for datacenters, the Company's portfolio composition, the Company's expected taxable income and net cash flows, excluding the contribution of gains, the Company’s ability to pay or grow the dividend at all in the future, the impact of any changes to the Company’s management agreements with NorthStar Healthcare Income, Inc., CLNC and other managed investment vehicles, whether Colony Capital will be able to maintain its qualification as a REIT for U.S. federal income tax purposes, the timing of and ability to deploy available capital, including whether any redeployment of capital will generate higher total returns, the Company’s ability to maintain inclusion and relative performance on the RMZ, Colony Capital’s leverage, including the Company’s ability to reduce debt and the timing and amount of borrowings under its credit facility, increased interest rates and operating costs, adverse economic or real estate developments in Colony Capital’s markets, Colony Capital’s failure to successfully operate or lease acquired properties, decreased rental rates, increased vacancy rates or failure to renew or replace expiring leases, increased costs of capital expenditures, defaults on or non-renewal of leases by tenants, the impact of economic conditions (including the impact of COVID-19 on such conditions) on the borrowers of Colony Capital’s commercial real estate debt investments and the commercial mortgage loans underlying its commercial mortgage backed securities, adverse general and local economic conditions, an unfavorable capital market environment, decreased leasing activity or lease renewals, and other risks and uncertainties, including those detailed in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2019, Quarterly Report on Form 10-Q for the quarter ended March 31, 2020, Quarterly Report on Form 10-Q for the quarter ended June 30, 2020, and Quarterly Report on Form 10-Q for the quarter ended September 30, 2020, each under the heading “Risk Factors,” as such factors may be updated from time to time in our subsequent periodic filings with the U.S. Securities and Exchange Commission (“SEC”).
All forward-looking statements reflect Colony Capital’s good faith beliefs, assumptions and expectations, but they are not guarantees of future performance. Additional information about these and other factors can be found in Colony Capital’s reports filed from time to time with the SEC. Colony Capital cautions investors not to unduly rely on any forward-looking statements. The forward-looking statements speak only as of the date of this presentation. Colony Capital is under no duty to update any of these forward-looking statements after the date of this presentation, nor to conform prior statements to actual results or revised expectations, and Colony Capital does not intend to do so.
This presentation may contain statistics and other data that has been obtained or compiled from information made available by third-party service providers. Colony Capital has not independently verified such statistics or data.
This presentation is for informational purposes only and does not constitute an offer to sell or a solicitation of an offer to buy any securities of Colony Capital. This information is not intended to be indicative of future results. Actual performance of Colony Capital may vary materially.
The appendices herein contain important information that is material to an understanding of this presentation and you should read this presentation only with and in context of the appendices.
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Colony Capital | Supplemental Financial Report | | |
| | |
Important Note Regarding Non-GAAP Financial Measures |
|
This supplemental package includes certain “non-GAAP” supplemental measures that are not defined by generally accepted accounting principles, or GAAP, including the financial metrics defined below, of which the calculations may from methodologies utilized by other REITs for similar performance measurements, and accordingly, may not be comparable to those of other REITs.
FFO: The Company calculates funds from operations (“FFO”) in accordance with standards established by the Board of Governors of the National Association of Real Estate Investment Trusts, which defines FFO as net income or loss calculated in accordance with GAAP, excluding (i) extraordinary items, as defined by GAAP; (ii) gains and losses from sales of depreciable real estate; (iii) impairment write-downs associated with depreciable real estate; (iv) gains and losses from a change in control in connection with interests in depreciable real estate or in-substance real estate, plus (v) real estate-related depreciation and amortization; and (vi) including similar adjustments for equity method investments. Included in FFO are gains and losses from sales of assets which are not depreciable real estate such as loans receivable, equity method investments, as well as equity and debt securities, as applicable.
Core FFO: The Company computes core funds from operations (Core FFO) by adjusting FFO for the following items, including the Company’s share of these items recognized by its unconsolidated partnerships and joint ventures: (i) gains and losses from sales of depreciable real estate within the Other segment, net of depreciation, amortization and impairment previously adjusted for FFO; (ii) gains and losses from sales of investment management businesses and impairment write-downs associated investment management; (iii) equity-based compensation expense; (iv) effects of straight-line rent revenue and expense; (v) amortization of acquired above- and below-market lease values; (vi) debt prepayment penalties and amortization of deferred financing costs and debt premiums and discounts; (vii) unrealized fair value gains or losses on interest rate and foreign currency hedges, and foreign currency remeasurements; (viii) acquisition and merger related transaction costs; (ix) restructuring and merger integration costs; (x) amortization and impairment of finite-lived intangibles related to investment management contracts and customer relationships; (xi) gain on remeasurement of consolidated investment entities and the effect of amortization thereof; (xii) non-real estate fixed asset depreciation, amortization and impairment; (xiii) change in fair value of contingent consideration; and (xiv) tax effect on certain of the foregoing adjustments. Beginning with the first quarter of 2018, the Company’s Core FFO from its interest in Colony Credit Real Estate (NYSE: CLNC) represented its percentage interest multiplied by CLNC’s Distributable Earnings (previously referred to as Core Earnings). Refer to CLNC’s filings with the SEC for the definition and calculation of Distributable Earnings. Beginning in the fourth quarter of 2020, the Company excluded results from discontinued operations in its calculation of Core FFO and applied this exclusion to prior periods. The Company computes Core FFO excluding gains and losses by adjusting Core FFO to exclude gains and losses from the Company’s Other segment.
FFO and Core FFO should not be considered alternatives to GAAP net income as indications of operating performance, or to cash flows from operating activities as measures of liquidity, nor as indications of the availability of funds for our cash needs, including funds available to make distributions. FFO and Core FFO should not be used as supplements to or substitutes for cash flow from operating activities computed in accordance with GAAP.
The Company uses FFO and Core FFO as supplemental performance measures because, in excluding real estate depreciation and amortization and gains and losses from property dispositions, it provides a performance measure that captures trends in occupancy rates, rental rates, and operating costs. The Company also believes that, as widely recognized measures of the performance of REITs, FFO and Core FFO will be used by investors as a basis to compare its operating performance with that of other REITs. However, because FFO and Core FFO exclude depreciation and amortization and capture neither the changes in the value of the Company’s properties that resulted from use or market conditions nor the level of capital expenditures and leasing commissions necessary to maintain the operating performance of its properties, all of which have real economic effect and could materially impact the Company’s results from operations, the utility of FFO and Core FFO as measures of the Company’s performance is limited. FFO and Core FFO should be considered only as supplements to GAAP net income as a measure of the Company’s performance. Additionally, Core FFO excludes the impact of certain fair value fluctuations, which, if they were to be realized, could have a material impact on the Company’s operating performance. The Company also presents Core FFO excluding gains and losses from sales of certain investments as well as its share of similar adjustments for CLNC. The Company believes that such a measure is useful to investors as it excludes periodic gains and losses from sales of investments that are not representative of its ongoing operations.
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Colony Capital | Supplemental Financial Report | | |
| | |
Important Note Regarding Non-GAAP Financial Measures |
|
Digital Operating Earnings before Interest, Taxes, Depreciation and Amortization for Real Estate (EBITDAre) and Adjusted EBITDA
The Company calculates EBITDAre in accordance with the standards established by the National Association of Real Estate Investment Trusts, which defines EBITDAre as net income or loss calculated in accordance with GAAP, excluding interest, taxes, depreciation and amortization, gains or losses from the sale of depreciated property, and impairment of depreciated property. The Company calculates Adjusted EBITDA by adjusting EBITDAre for the effects of straight-line rental income/expense adjustments and amortization of acquired above- and below-market lease adjustments to rental income, equity-based compensation expense, restructuring and integration costs, transaction costs from unsuccessful deals and business combinations, litigation expense, the impact of other impairment charges, gains or losses from sales of undepreciated land, and gains or losses on early extinguishment of debt and hedging instruments. Revenues and corresponding costs related to the delivery of services that are not ongoing, such as installation services, are also excluded from Adjusted EBITDA. The Company uses EBITDAre and Adjusted EBITDA as supplemental measures of our performance because they eliminate depreciation, amortization, and the impact of the capital structure from its operating results. However, because EBITDAre and Adjusted EBITDA are calculated before recurring cash charges including interest expense and taxes, and are not adjusted for capital expenditures or other recurring cash requirements, their utilization as a cash flow measurement is limited.
Fee Related Earnings (“FRE”): The Company calculates FRE for its investment management business within the digital segment as base management fees, other service fee income, and other income inclusive of cost reimbursements, less compensation expense (excluding equity-based compensation), administrative expenses (excluding fund raising placement agent fee expenses), and other operating expenses related to the investment management business. The Company uses FRE as a supplemental performance measure as it may provide additional insight into the profitability of the overall digital investment management business. FRE is presented prior to the deduction for Wafra's 31.5% interest.
NOI: NOI for our real estate segments represents total property and related income less property operating expenses, adjusted for the effects of (i) straight-line rental income adjustments; (ii) amortization of acquired above- and below-market lease adjustments to rental income; and (iii) other items such as adjustments for the Company’s share of NOI of unconsolidated ventures.
The Company believes that NOI is a useful measure of operating performance of its respective real estate portfolios as it is more closely linked to the direct results of operations at the property level. NOI also reflects actual rents received during the period after adjusting for the effects of straight-line rents and amortization of above- and below- market leases; therefore, a comparison of NOI across periods better reflects the trend in occupancy rates and rental rates of the Company’s properties.
NOI excludes historical cost depreciation and amortization, which are based on different useful life estimates depending on the age of the properties, as well as adjust for the effects of real estate impairment and gains or losses on sales of depreciated properties, which eliminate differences arising from investment and disposition decisions. This allows for comparability of operating performance of the Company’s properties period over period and also against the results of other equity REITs in the same sectors. Additionally, by excluding corporate level expenses or benefits such as interest expense, any gain or loss on early extinguishment of debt and income taxes, which are incurred by the parent entity and are not directly linked to the operating performance of the Company’s properties, NOI provides a measure of operating performance independent of the Company’s capital structure and indebtedness. However, the exclusion of these items as well as others, such as capital expenditures and leasing costs, which are necessary to maintain the operating performance of the Company’s properties, and transaction costs and administrative costs, may limit the usefulness of NOI. NOI may fail to capture significant trends in these components of U.S. GAAP net income (loss) which further limits its usefulness. NOI should not be considered as an alternative to net income (loss), determined in accordance with U.S. GAAP, as an indicator of operating performance.
Pro-rata: The Company presents pro-rata financial information, which is not, and is not intended to be, a presentation in accordance with GAAP. The Company computes pro-rata financial information by applying its economic interest to each financial statement line item on an investment-by-investment basis. Similarly, noncontrolling interests’ share of assets, liabilities, profits and losses was computed by applying noncontrolling interests’ economic interest to each financial statement line item. The Company provides pro-rata financial information because it may assist investors and analysts in estimating the Company’s economic interest in its investments. However, pro-rata financial information as an analytical tool has limitations. Other equity REITs may not calculate their pro-rata information in the same methodology, and accordingly, the Company’s pro-rata information may not be comparable to such other REITs' pro-rata information. As such, the pro-rata financial information should not be considered in isolation or as a substitute for our financial statements as reported under GAAP, but may be used as a supplement to financial information as reported under GAAP.
Tenant/operator provided information: The information related to the Company’s tenants/operators that is provided in this presentation has been provided by, or derived from information provided by, such tenants/operators. The Company has not independently verified this information and has no reason to believe that such information is inaccurate in any material respect. The Company is providing this data for informational purposes only.
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Colony Capital | Supplemental Financial Report | | |
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Note Regarding CLNY Reportable Segments / Consolidated and OP Share of Consolidated Amounts |
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This presentation includes supplemental financial information for the following segments: Digital Investment Management, Digital Operating, Digital Other, Wellness Infrastructure and Other.
Digital Investment Management
This business encompasses the investment and stewardship of third party capital in digital infrastructure and real estate. The Company's flagship opportunistic strategy is conducted through DCP I, DCP II and separately capitalized vehicles while other strategies, including digital credit and public equities, will be or are conducted through other investment vehicles. The Company earns management fees, generally based on the amount of assets or capital managed in investment vehicles, and have the potential to earn carried interest based on the performance of such investment vehicles subject to achievement of minimum return hurdles.
Digital Operating
This business is composed of balance sheet equity interests in digital infrastructure and real estate operating companies, which generally earns rental income from providing use of space and/or capacity in or on digital assets through leases, services and other agreements. The Company currently owns interests in two companies, DataBank's enterprise data centers, including zColo, and Vantage stabilized hyperscale data centers ("Vantage SDC"), which are also portfolio companies under Digital IM for the equity interests owned by third party capital.
Digital Other
This segment is composed of equity interests in digital investment vehicles, the largest of which is the Company’s investments and commitments to DCP I and DCP II. This segment also includes the Company’s investment and commitment to the digital liquid strategies and seed investments for future digital investment vehicles.
Wellness Infrastructure
This segment is composed of a diverse portfolio of senior housing, skilled nursing facilities, medical office buildings, and hospitals. The Company earns rental income from senior housing, skilled nursing facilities and hospital assets that are under net leases to single tenants/operators and from medical office buildings which are both single tenant and multi-tenant. In addition, certain of the Company's senior housing properties are managed by operators under a RIDEA (REIT Investment Diversification and Empowerment Act) structure, which allows the Company to gain financial exposure to underlying operations of the facility in a tax efficient manner versus receiving contractual rent under a net lease arrangement.
Other
This segment is composed of other equity and debt investments ("OED") and non-digital investment management business ("Other IM"). OED encompasses a diversified group of non-digital real estate and real estate-related equity and debt investments, including shares in Colony Credit Real Estate, Inc ("CLNC"), other real estate equity and debt investments and other real estate related securities, among other holdings. Over time, the Company expects to monetize the bulk of its OED portfolio as it completes its digital evolution. Other IM, which is separate from Digital IM, encompasses the Company’s management of private real estate credit funds and related co-investment vehicles, CLNC, and NorthStar Healthcare Income, Inc., a public non-traded healthcare REIT. Many of the investments underlying these vehicles are co-owned by the Company’s balance sheet and categorized under OED. The Company earns management fees, generally based on the amount of assets or capital managed, and contractual incentive fees or potential carried interest based on the performance of the investment vehicles managed subject to achievement of minimum return hurdles.
Discontinued Operations
In September 2020, the Company entered into a definitive agreement to sell five of the six hotel portfolios in its Hospitality segment and its 55% interest in the THL Hotel Portfolio totaling 197 hotel properties. The sixth hotel portfolio is under receivership and the other 45% interest in the THL Hotel Portfolio continues to be held by investment vehicles managed by the Company. Consummation of the sale is subject to customary closing conditions, including but not limited to, acquirer’s assumption of the outstanding mortgage notes encumbering the hotel properties and third-party approvals. In October, the parties amended the sale agreement to address certain payments made by the Company to lenders in order to cure debt default on a portfolio, and, subject to the satisfaction of certain conditions, to provide the Company with a purchase price credit for a portion of such funded amount. The sale is expected to close during the first half of 2021. There can be no assurance that the sale will close in the timeframe contemplated or on the terms anticipated, if at all.
In December 2019, the Company completed the sale of the light industrial portfolio and its related management platform, which represented the vast majority of the former industrial segment. The Company continued to own the bulk industrial assets which it monetized in December 2020. For the fourth quarter 2020, the bulk industrial portfolio was held for sale and presented as discontinued operations on the consolidated statements of operations.
Throughout this presentation, consolidated figures represent the interest of both the Company (and its subsidiary Colony Capital Operating Company or the “CLNY OP”) and noncontrolling interests. Figures labeled as CLNY OP share represent the Company’s pro-rata share.
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Colony Capital | Supplemental Financial Report | | |
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| | | Page |
I. | Financial Overview | |
| a. | | 6 |
| b. | | 7-8 |
II. | Financial Results | |
| a. | | 9 |
| b. | | 10 |
| c. | | 11 |
| d. | | 12 |
| e. | | 13 |
III. | Capitalization | |
| a. | | 14 |
| b. | Revolving Credit Facility | 15 |
| c. | Convertible/Exchangeable Notes & Perpetual Preferred Stock | 16 |
| d. | Debt Maturity and Amortization Schedules | 17 |
| e. | Structure | 18 |
IV. | Digital Investment Management | 19 |
V. | Digital Operating | 20 |
VI. | Digital Other | 21 |
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| | | |
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| | | Page |
VII. | Wellness Infrastructure | |
| a. | Summary Metrics and Operating Results | 22 |
| b. | Portfolio Overview | 23-24 |
VIII. | Other | |
| a. | Other Equity and Debt | 25-26 |
| b. | Other Investment Management | 27 |
IX. | Total Company Assets Under Management | 28 |
X. | Appendices | |
| a. | | 30-31 |
| b. | | 32 |
| c. | Reconciliation of Net Income (Loss) to Digital Investment Management FRE and Reconciliation of Net Income (Loss) to Digital Operating Adjusted EBITDA | 33 |
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Colony Capital | Supplemental Financial Report | | 5 | |
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Ia. Financial Overview - Summary Metrics |
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| | | | | |
($ and shares in thousands, except per share data and as noted; as of or for the three months ended December 31, 2020, unless otherwise noted) (Unaudited) |
Financial Data | |
Net income (loss) attributable to common stockholders | $ | (140,575) |
Net income (loss) attributable to common stockholders per basic share | (0.30) |
Core FFO | (51,731) |
Core FFO per basic share | (0.10) |
Core FFO excluding gains/losses | 18,197 |
Core FFO excluding gains/losses per basic share | 0.03 |
| |
| |
| |
Balance Sheet, Capitalization and Trading Statistics | |
Total consolidated assets | $ | 20,200,560 |
CLNY OP share of consolidated assets | 10,119,834 |
Total consolidated debt(1) | 7,931,458 |
CLNY OP share of consolidated debt(1) | 3,853,642 |
Shares and OP units outstanding as of December 31, 2020(2) | 535,217 |
Shares and OP units outstanding as of February 22, 2021(2) | 535,277 |
Liquidation preference of perpetual preferred equity | 1,033,750 |
Insider ownership of shares and OP units as of February 22, 2021 | 9.4% |
Digital Assets Under Management ("AUM") | $30.0 billion |
Digital Fee Earning Equity Under Management ("FEEUM") | $12.8 billion |
Total Company AUM | $52.0 billion |
Total Company FEEUM | $20.0 billion |
Notes:
In evaluating the information presented throughout this presentation see the appendices to this presentation for definitions and reconciliations of non-GAAP financial measures to GAAP measures.
(1) Represents principal balance and excludes debt issuance costs, discounts and premiums. Excludes $3.5 billion consolidated, or $3.0 billion CLNY OP share, of Hospitality and THL portfolio debt.
(2) Shares and OP units outstanding include all vested and unvested restricted stock, but excludes LTIP units, performance stock units, performance based restricted stock units and Wafra’s warrants, of which the issuance and/or vesting are subject to the performance of the Company's stock price or the achievement of certain Company-specific metrics.
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Colony Capital | Supplemental Financial Report | | 6 | |
| | |
Ib. Financial Overview - Summary of Segments |
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($ in thousands; as of or for the three months ended December 31, 2020, unless otherwise noted) | Consolidated amount | | CLNY OP share of consolidated amount |
Digital Investment Management(1) | | | |
Third-party AUM ($ in millions) | | | $ | 28,577 | |
FEEUM ($ in millions) | | | 12,843 | |
Q4 2020 fee related earnings (FRE)(adjusted)(2)(3) | | | 10,274 | |
| | | |
Digital Operating | | | |
| | | |
Q4 2020 Adjusted EBITDA(4)(5) | 60,537 | | 9,623 | |
Investment-level non-recourse financing(6)(7) | 3,226,843 | | | 528,379 | |
| | | |
Digital Other | | | |
Net carrying value | 353,194 | | | 254,718 | |
| | | |
Notes:
(1) In July 2020, the Company closed on a strategic investment from Wafra for a 31.5% ownership stake in the Digital Investment Management business.
(2) For a reconciliation of net income/(loss) to FRE, please refer to the appendix to this presentation.
(3) 4Q20 FRE was $4.6 million, or $10.3 million as presented, excluding $5.7 million of a $7.7 million one-time incentive expense primarily for the outperformance of key digital targets, particularly the first closing of DCP II ($2 million of the one-time incentive is reported in the unallocated segment).
(4) For a reconciliation of net income/(loss) from continuing operations to Adjusted EBITDA, please refer to the appendix to this presentation.
(5) Includes a partial period of EBITDA for zColo which was acquired by DataBank on December 14, 2020.
(6) Represents unpaid principal balance.
(7) In addition to debt presented, the Digital operating segment has $149 million consolidated, or $39 million CLNY OP share, of finance lease obligations, which represents the present value of payments on leases classified as finance leases, in the Other Liabilities line item on the Company’s Balance Sheet.
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Colony Capital | Supplemental Financial Report | | 7 | |
| | |
Ib. Financial Overview - Summary of Segments (cont’d) |
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($ in thousands except as noted; as of or for the three months ended December 31, 2020, unless otherwise noted) | Consolidated amount | | CLNY OP share of consolidated amount | |
Wellness Infrastructure | | | | |
Q4 2020 net operating income(1)(2) | $ | 65,640 | | | $ | 46,485 | | |
Investment-level non-recourse financing(3) | 2,733,133 | | | 1,934,540 | | |
| | | | |
Other | | | | |
Other Equity & Debt ("OED") | | | | |
Assets(4) | $ | 4,807,301 | | | $ | 2,328,106 | | |
Debt(3)(4) | 1,961,784 | | | 1,004,289 | | |
Equity | $ | 2,845,517 | | | $ | 1,323,817 | | |
Other Investment Management | | | | |
Third-party AUM ($ in millions) | | | 13,441 | | |
FEEUM ($ in millions) | | | 7,151 | | |
Q4 2020 fee revenue | | | 22,600 | | |
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| | | | |
Unallocated Segment & Corporate Net Assets | | | | |
Cash and cash equivalents, restricted cash and other assets | $ | 640,835 | | | $ | 640,835 | | |
Accrued and other liabilities and dividends payable | 214,392 | | | 214,392 | | |
Net assets | $ | 426,443 | | | $ | 426,443 | | |
Notes:
(1) NOI includes $1.0 million consolidated or $0.7 million CLNY OP share of interest earned related to $47 million consolidated or $33 million CLNY OP share carrying value of healthcare real estate loans. This interest income is in the Interest Income line item on the Company’s Statement of Operations.
(2) For a reconciliation of net income/(loss) from continuing operations to NOI, please refer to the appendix to this presentation.
(3) Represents unpaid principal balance.
(4) Includes all components related to real estate assets, including tangible real estate and lease-related intangibles, and assets and liabilities classified as held for sale on the Company’s financial statements. Includes
THL hotel portfolio assets of $887 million consolidated, or $494 million CLNY OP share, and debt of $848 million consolidated, or $472 million CLNY OP share. The THL hotel portfolio was classified as held for sale and presented under discontinued operations for the fourth quarter 2020.
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Colony Capital | Supplemental Financial Report | | 8 | |
| | |
IIa. Financial Results - Consolidated Balance Sheet |
|
| | | | | | | | |
($ in thousands, except per share data) | | As of December 31, 2020 |
Assets | | |
Cash and cash equivalents | | $ | 703,544 | |
Restricted cash | | 161,919 | |
Real estate, net | | 8,727,920 | |
Loans receivable | | 1,295,337 | |
Equity and debt investments | | 1,737,479 | |
Goodwill | | 842,929 | |
Deferred leasing costs and intangible assets, net | | 1,524,968 | |
Assets held for disposition | | 4,105,801 | |
Other assets | | 1,017,119 | |
Due from affiliates | | 83,544 | |
Total assets | | $ | 20,200,560 | |
Liabilities | | |
Debt, net | | $ | 7,789,738 | |
Accrued and other liabilities | | 1,310,100 | |
Intangible liabilities, net | | 94,196 | |
Liabilities related to assets held for disposition | | 3,697,541 | |
Due to affiliates | | 601 | |
Dividends and distributions payable | | 18,516 | |
| | |
Total liabilities | | 12,910,692 | |
Commitments and contingencies | | |
Redeemable noncontrolling interests | | 305,278 | |
Equity | | |
Stockholders’ equity: | | |
Preferred stock, $0.01 par value per share; $1,033,750 liquidation preference; 250,000 shares authorized; 41,350 shares issued and outstanding | | 999,490 | |
Common stock, $0.01 par value per share | | |
Class A, 949,000 shares authorized; 483,406 shares issued and outstanding | | 4,834 | |
Class B, 1,000 shares authorized; 734 shares issued and outstanding | | 7 | |
Additional paid-in capital | | 7,570,473 | |
Accumulated deficit | | (6,195,456) | |
Accumulated other comprehensive income | | 122,123 | |
Total stockholders’ equity | | 2,501,471 | |
Noncontrolling interests in investment entities | | 4,327,372 | |
Noncontrolling interests in Operating Company | | 155,747 | |
Total equity | | 6,984,590 | |
Total liabilities, redeemable noncontrolling interests and equity | | $ | 20,200,560 | |
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Colony Capital | Supplemental Financial Report | | 9 | |
| | |
IIb. Financial Results - Noncontrolling Interests’ Share Balance Sheet |
|
| | | | | | | | |
($ in thousands, except per share data) (unaudited) | | As of December 31, 2020 |
Assets | | |
Cash and cash equivalents | | $ | 206,086 | |
Restricted cash | | 93,499 | |
Real estate, net | | 5,352,394 | |
Loans receivable | | 616,267 | |
Equity and debt investments | | 657,715 | |
Goodwill | | 456,477 | |
Deferred leasing costs and intangible assets, net | | 1,096,586 | |
Assets held for disposition | | 848,142 | |
Other assets | | 753,560 | |
| | |
Total assets | | $ | 10,080,726 | |
Liabilities | | |
Debt, net | | $ | 4,017,519 | |
Accrued and other liabilities | | 753,611 | |
Intangible liabilities, net | | 50,263 | |
Liabilities related to assets held for disposition | | 626,683 | |
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| | |
Total liabilities | | 5,448,076 | |
Commitments and contingencies | | |
Redeemable noncontrolling interests | | 305,278 | |
Equity | | |
Stockholders’ equity: | | |
Preferred stock, $0.01 par value per share; $1,033,750 liquidation preference; 250,000 shares authorized; 41,350 shares issued and outstanding | | — | |
Common stock, $0.01 par value per share | | |
Class A, 949,000 shares authorized; 483,406 shares issued and outstanding | | — | |
Class B, 1,000 shares authorized; 734 shares issued and outstanding | | — | |
Additional paid-in capital | | — | |
Accumulated deficit | | — | |
Accumulated other comprehensive income | | — | |
Total stockholders’ equity | | — | |
Noncontrolling interests in investment entities | | 4,327,372 | |
Noncontrolling interests in Operating Company | | — | |
Total equity | | 4,327,372 | |
Total liabilities, redeemable noncontrolling interests and equity | | $ | 10,080,726 | |
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Colony Capital | Supplemental Financial Report | | 10 | |
| | |
IIc. Financial Results - Consolidated Segment Operating Results |
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| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Three Months Ended December 31, 2020 |
($ in thousands) (unaudited) | Digital Investment Management | | Digital Operating | | Digital Other | | Wellness Infrastructure | | Other | | Discontinued Operations | | Amounts not allocated to segments | | Total |
Revenues | | | | | | | | | | | | | | | |
Property operating income | $ | — | | | $ | 127,211 | | | $ | 29 | | | $ | 118,475 | | | $ | 23,788 | | | $ | — | | | $ | — | | | $ | 269,503 | |
Interest income | 1 | | | 80 | | | 1,344 | | | 969 | | | 7,400 | | | — | | | 617 | | | 10,411 | |
Fee income | 24,191 | | | — | | | — | | | — | | | 22,600 | | | — | | | — | | | 46,791 | |
Other income | 183 | | | 255 | | | 1,228 | | | 1,677 | | | 8,545 | | | — | | | 251 | | | 12,139 | |
Total revenues | 24,375 | | | 127,546 | | | 2,601 | | | 121,121 | | | 62,333 | | | — | | | 868 | | | 338,844 | |
Expenses | | | | | | | | | | | | | | | |
Property operating expense | — | | | 47,224 | | | 105 | | | 50,579 | | | 16,255 | | | — | | | — | | | 114,163 | |
Interest expense | — | | | 41,815 | | | — | | | 31,307 | | | 11,059 | | | — | | | 12,326 | | | 96,507 | |
Investment and servicing expense | 204 | | | 3,209 | | | 913 | | | 1,833 | | | 8,371 | | | — | | | 102 | | | 14,632 | |
Transaction costs | — | | | — | | | — | | | 462 | | | 491 | | | — | | | 1,207 | | | 2,160 | |
| | | | | | | | | | | | | | | |
Depreciation and amortization | 6,421 | | | 78,554 | | | — | | | 31,911 | | | 12,294 | | | — | | | 658 | | | 129,838 | |
| | | | | | | | | | | | | | | |
Impairment loss | — | | | — | | | — | | | 4,263 | | | 15,876 | | | — | | | 8,950 | | | 29,089 | |
Compensation expense | | | | | | | | | | | | | | | |
Cash and equity-based compensation | 19,007 | | | 11,326 | | | — | | | 2,817 | | | 17,859 | | | — | | | 26,737 | | | 77,746 | |
Carried interest and incentive compensation | 994 | | | — | | | — | | | — | | | — | | | — | | | — | | | 994 | |
Administrative expenses | 3,512 | | | 5,087 | | | 295 | | | 1,057 | | | 12,153 | | | — | | | 12,860 | | | 34,964 | |
| | | | | | | | | | | | | | | |
Total expenses | 30,138 | | | 187,215 | | | 1,313 | | | 124,229 | | | 94,358 | | | — | | | 62,840 | | | 500,093 | |
Other income (loss) | | | | | | | | | | | | | | | |
Gain on sale of real estate assets | — | | | — | | | — | | | (11) | | | 1,939 | | | — | | | — | | | 1,928 | |
Other gain (loss), net | 102 | | | (200) | | | 7,385 | | | 5,508 | | | (11,418) | | | — | | | (13,141) | | | (11,764) | |
Equity method earnings (loss) | 117 | | | — | | | 9,901 | | | — | | | (146,027) | | | — | | | — | | | (136,009) | |
Equity method earnings (loss) - carried interest | 6,627 | | | — | | | — | | | — | | | — | | | — | | | — | | | 6,627 | |
Income (loss) before income taxes | 1,083 | | | (59,869) | | | 18,574 | | | 2,389 | | | (187,531) | | | — | | | (75,113) | | | (300,467) | |
Income tax benefit (expense) | 757 | | | 6,967 | | | 1,214 | | | (1,844) | | | 6,191 | | | — | | | — | | | 13,285 | |
Income (loss) from continuing operations | 1,840 | | | (52,902) | | | 19,788 | | | 545 | | | (181,340) | | | — | | | (75,113) | | | (287,182) | |
Income (loss) from discontinued operations | — | | | — | | | — | | | — | | | (6,648) | | | (12,300) | | | — | | | (18,948) | |
Net income (loss) | 1,840 | | | (52,902) | | | 19,788 | | | 545 | | | (187,988) | | | (12,300) | | | (75,113) | | | (306,130) | |
Net income (loss) attributable to noncontrolling interests: | | | | | | | | | | | | | | | |
Redeemable noncontrolling interests | (6,824) | | | — | | | 9,756 | | | — | | | — | | | — | | | — | | | 2,932 | |
Investment entities | 4,670 | | | (44,694) | | | — | | | 7,817 | | | (152,440) | | | 13,055 | | | — | | | (171,592) | |
Operating Company | 395 | | | (808) | | | 988 | | | (718) | | | (3,514) | | | (2,504) | | | (9,250) | | | (15,411) | |
Net income (loss) attributable to Colony Capital, Inc. | 3,599 | | | (7,400) | | | 9,044 | | | (6,554) | | | (32,034) | | | (22,851) | | | (65,863) | | | (122,059) | |
| | | | | | | | | | | | | | | |
Preferred stock dividends | — | | | — | | | — | | | — | | | — | | | — | | | 18,516 | | | 18,516 | |
Net income (loss) attributable to common stockholders | $ | 3,599 | | | $ | (7,400) | | | $ | 9,044 | | | $ | (6,554) | | | $ | (32,034) | | | $ | (22,851) | | | $ | (84,379) | | | $ | (140,575) | |
| | | | | | | | | | | |
Colony Capital | Supplemental Financial Report | | 11 | |
| | |
IId. Financial Results - Noncontrolling Interests’ Share Segment Operating Results |
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Three Months Ended December 31, 2020 |
($ in thousands) (unaudited) | Digital Investment Management | | Digital Operating | | Digital Other | | Wellness Infrastructure | | Other | | Discontinued Operations | | Amounts not allocated to segments | | Total |
Revenues | | | | | | | | | | | | | | | |
Property operating income | $ | — | | | $ | 106,227 | | | $ | — | | | $ | 35,038 | | | $ | 15,595 | | | $ | — | | | $ | — | | | $ | 156,860 | |
Interest income | — | | | 64 | | | 6 | | | 294 | | | 3,609 | | | — | | | — | | | 3,973 | |
Fee income | 7,790 | | | — | | | — | | | — | | | 18 | | | — | | | — | | | 7,808 | |
Other income | 58 | | | 221 | | | 579 | | | 570 | | | — | | | — | | | — | | | 1,428 | |
Total revenues | 7,848 | | | 106,512 | | | 585 | | | 35,902 | | | 19,222 | | | — | | | — | | | 170,069 | |
Expenses | | | | | | | | | | | | | | | |
Property operating expense | — | | | 39,305 | | | — | | | 15,206 | | | 9,815 | | | — | | | — | | | 64,326 | |
Interest expense | — | | | 35,521 | | | — | | | 9,032 | | | 6,797 | | | — | | | — | | | 51,350 | |
Investment and servicing expense | 64 | | | 2,867 | | | — | | | 537 | | | 2,959 | | | — | | | — | | | 6,427 | |
Transaction costs | — | | | — | | | — | | | — | | | — | | | — | | | — | | | — | |
Depreciation and amortization | 2,019 | | | 65,881 | | | — | | | 9,390 | | | 7,303 | | | — | | | — | | | 84,593 | |
Impairment loss | — | | | — | | | — | | | 1,285 | | | 9,269 | | | — | | | — | | | 10,554 | |
Compensation expense | | | | | | | | | | | | | | | |
Cash and equity-based compensation | 4,756 | | | 9,010 | | | — | | | — | | | 1,471 | | | — | | | — | | | 15,237 | |
Carried interest and incentive compensation | 313 | | | — | | | — | | | — | | | — | | | — | | | — | | | 313 | |
Administrative expenses | 666 | | | 4,010 | | | 216 | | | 226 | | | 1,871 | | | — | | | — | | | 6,989 | |
| | | | | | | | | | | | | | | |
Total expenses | 7,818 | | | 156,594 | | | 216 | | | 35,676 | | | 39,485 | | | — | | | — | | | 239,789 | |
Other income (loss) | | | | | | | | | | | | | | | |
Gain on sale of real estate assets | — | | | — | | | — | | | (2) | | | 1,287 | | | — | | | — | | | 1,285 | |
Other gain (loss), net | (38) | | | (173) | | | 9,387 | | | 1,672 | | | (4,787) | | | — | | | — | | | 6,061 | |
Equity method earnings (loss) | 32 | | | — | | | — | | | — | | | (126,698) | | | — | | | — | | | (126,666) | |
Equity method earnings (loss) - carried interest | 5,265 | | | — | | | — | | | — | | | — | | | — | | | — | | | 5,265 | |
Income (loss) before income taxes | 5,289 | | | (50,255) | | | 9,756 | | | 1,896 | | | (150,461) | | | — | | | — | | | (183,775) | |
Income tax benefit (expense) | (35) | | | 5,561 | | | — | | | (556) | | | 965 | | | — | | | — | | | 5,935 | |
Net income (loss) | 5,254 | | | (44,694) | | | 9,756 | | | 1,340 | | | (149,496) | | | — | | | — | | | (177,840) | |
Income (loss) from discontinued operations | — | | | — | | | — | | | — | | | (2,944) | | | 13,055 | | | — | | | 10,111 | |
Non-pro rata allocation of income (loss) to NCI | (7,408) | | | — | | | — | | | 6,477 | | | — | | | — | | | — | | | (931) | |
Net income (loss) attributable to noncontrolling interests | $ | (2,154) | | | $ | (44,694) | | | $ | 9,756 | | | $ | 7,817 | | | $ | (152,440) | | | $ | 13,055 | | | $ | — | | | $ | (168,660) | |
| | | | | | | | | | | |
Colony Capital | Supplemental Financial Report | | 12 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| OP pro rata share by segment | | Amounts attributable to noncontrolling interests | | CLNY consolidated as reported |
($ in thousands; for the three months ended December 31 ,2020; and unaudited) | Digital IM | | Digital Operating | | Digital Other | | Wellness Infrastructure | | Other | | Discontinued Operations | | Amounts not allocated to segments | | Total OP pro rata share | | |
Net income (loss) attributable to common stockholders | $ | 3,599 | | | $ | (7,400) | | | $ | 9,044 | | | $ | (6,554) | | | $ | (28,692) | | | $ | (26,193) | | | $ | (84,379) | | | $ | (140,575) | | | $ | — | | | $ | (140,575) | |
Net income (loss) attributable to noncontrolling common interests in Operating Company | 395 | | | (808) | | | 988 | | | (718) | | | (3,151) | | | (2,867) | | | (9,250) | | | (15,411) | | | — | | | (15,411) | |
Net income (loss) attributable to common interests in Operating Company and common stockholders | 3,994 | | | (8,208) | | | 10,032 | | | (7,272) | | | (31,843) | | | (29,060) | | | (93,629) | | | (155,986) | | | — | | | (155,986) | |
| | | | | | | | | | | | | | | | | | | |
Adjustments for FFO: | | | | | | | | | | | | | | | | | | | |
Real estate depreciation and amortization | — | | | 12,030 | | | — | | | 27,295 | | | 7,926 | | | 7,917 | | | — | | | 55,168 | | | 81,077 | | | 136,245 | |
Impairment of real estate | — | | | — | | | — | | | 2,978 | | | 6,635 | | | 8,690 | | | — | | | 18,303 | | | 13,062 | | | 31,365 | |
Gain from sales of real estate | — | | | — | | | — | | | 8 | | | (725) | | | (11,584) | | | — | | | (12,301) | | | (14,265) | | | (26,566) | |
Less: Adjustments attributable to noncontrolling interests in investment entities | — | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | (79,874) | | | (79,874) | |
FFO | $ | 3,994 | | | $ | 3,822 | | | $ | 10,032 | | | $ | 23,009 | | | $ | (18,007) | | | $ | (24,037) | | | $ | (93,629) | | | $ | (94,816) | | | $ | — | | | $ | (94,816) | |
| | | | | | | | | | | | | | | | | | | |
Additional adjustments for Core FFO: | | | | | | | | | | | | | | | | | | | |
Gains and losses from sales of depreciable real estate within the Other segment, net of depreciation, amortization and impairment previously adjusted for FFO(1) | — | | | — | | | — | | | — | | | (9,696) | | | — | | | — | | | (9,696) | | | (31,405) | | | (41,101) | |
Gains and losses from sales of investment management businesses and impairment write-downs associated investment management | (221) | | | — | | | — | | | — | | | 6,700 | | | — | | | — | | | 6,479 | | | (15) | | | 6,464 | |
CLNC Distributable Earnings adjustments(2) | — | | | — | | | — | | | — | | | (31,473) | | | — | | | — | | | (31,473) | | | — | | | (31,473) | |
Equity-based compensation expense | 554 | | | 146 | | | — | | | 562 | | | 1,490 | | | 183 | | | 5,076 | | | 8,011 | | | 678 | | | 8,689 | |
Straight-line rent revenue and expense | (2) | | | (369) | | | — | | | (1,895) | | | 170 | | | (96) | | | (353) | | | (2,545) | | | (3,859) | | | (6,404) | |
| | | | | | | | | | | | | | | | | | | |
Amortization of acquired above- and below-market lease values, net | — | | | 134 | | | — | | | (1,528) | | | (1) | | | (5) | | | — | | | (1,400) | | | 176 | | | (1,224) | |
Debt prepayment penalties and amortization of deferred financing costs and debt premiums and discounts | — | | | 2,222 | | | (72) | | | 1,813 | | | 153 | | | 2,464 | | | 2,114 | | | 8,694 | | | 16,323 | | | 25,017 | |
Unrealized fair value losses on interest rate and foreign currency hedges, and foreign currency remeasurements | — | | | 12 | | | 30 | | | (3,873) | | | 3,954 | | | — | | | — | | | 123 | | | (1,588) | | | (1,465) | |
Acquisition and merger-related transaction costs | — | | | — | | | — | | | 462 | | | 602 | | | — | | | 1,208 | | | 2,272 | | | — | | | 2,272 | |
Restructuring and merger integration costs(3) | 3 | | | — | | | — | | | — | | | 667 | | | — | | | 32,502 | | | 33,172 | | | 2 | | | 33,174 | |
Amortization and impairment of investment management intangibles | (2,868) | | | — | | | — | | | — | | | 1,934 | | | — | | | — | | | (934) | | | 9,249 | | | 8,315 | |
Non-real estate fixed asset depreciation, amortization and impairment | 40 | | | 642 | | | — | | | — | | | 20 | | | — | | | 9,608 | | | 10,310 | | | 2,555 | | | 12,865 | |
| | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | |
Tax effect of Core FFO adjustments, net | (480) | | | 276 | | | — | | | — | | | 377 | | | — | | | (1,592) | | | (1,419) | | | 1,102 | | | (317) | |
| | | | | | | | | | | | | | | | | | | |
Less: Adjustments attributable to noncontrolling interests in investment entities | — | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | 6,782 | | | 6,782 | |
Less: Core FFO from discontinued operations | — | | | — | | | — | | | — | | | — | | | 21,491 | | | — | | | 21,491 | | | — | | | 21,491 | |
Core FFO | $ | 1,020 | | | $ | 6,885 | | | $ | 9,990 | | | $ | 18,550 | | | $ | (43,110) | | | $ | — | | | $ | (45,066) | | | $ | (51,731) | | | $ | — | | | $ | (51,731) | |
Less: Core FFO (gains) losses | — | | | — | | | — | | | — | | | 69,928 | | | — | | | — | | | 69,928 | | | — | | | 69,928 | |
Core FFO ex-gains/losses attributable to common interests in Operating Company and common stockholders | $ | 1,020 | | | $ | 6,885 | | | $ | 9,990 | | | $ | 18,550 | | | $ | 26,818 | | | $ | — | | | $ | (45,066) | | | $ | 18,197 | | | $ | — | | | $ | 18,197 | |
Notes:
(1) Net of $43.1 million consolidated or $10.4 million CLNY OP share of depreciation, amortization and impairment charges previously adjusted to calculate FFO.
(2) Represents adjustments to align the Company’s Core FFO with CLNC’s definition of Distributable Earnings (previously referred to as Core Earnings) to reflect the Company’s percentage interest in CLNC's earnings.
(3) Restructuring and merger integration costs primarily represent costs and charges incurred as a result of corporate restructuring and reorganization to implement the digital evolution. These costs and charges include severance, retention, relocation, transition, shareholder settlement and other related restructuring costs, which are not reflective of the Company’s core operating performance and the Company does not expect to incur these costs subsequent to the completion of the digital transformation.
| | | | | | | | | | | |
Colony Capital | Supplemental Financial Report | | 13 | |
| | |
IIIa. Capitalization - Overview |
|
| | | | | | | | | | | | | | | | | | | | | | | | | | |
($ in thousands; as of December 31, 2020, unless otherwise noted) | Consolidated amount | | CLNY OP share of consolidated amount | | Wtd. avg. years remaining to maturity(1) | | Wtd. avg. interest rate(2) | |
| | | | | | | | |
Debt (UPB) | | | | | | | | |
Non-recourse debt: | | | | | | | | |
Digital Operating | $ | 3,226,843 | | | $ | 528,379 | | | 4.4 | | 5.9 | % | |
Wellness Infrastructure | 2,733,133 | | | 1,934,540 | | | 3.4 | | 4.1 | % | |
Other | 1,113,443 | | | 532,684 | | | 2.2 | | 3.9 | % | |
Trust Preferred Securities ("TruPS")(3) | 280,117 | | | 280,117 | | | 15.4 | | 3.1 | % | (4) |
Total non-recourse debt(5) | 7,353,536 | | | 3,275,720 | | | | | | |
| | | | | | | | |
Corporate debt: | | | | | | | | |
$450 million revolving credit facility | — | | | — | | | N/A | | N/A | |
Convertible/exchangeable senior notes(6)(7) | 545,107 | | | 545,107 | | | 3.6 | | 5.4 | % | |
Other corporate debt(7) | 32,815 | | | 32,815 | | | 0.1 | | 5.0 | % | |
Total corporate debt | 577,922 | | | 577,922 | | | | | | |
| | | | | | | | |
Total debt(5) | $ | 7,931,458 | | | $ | 3,853,642 | | | | | | |
| | | | | | | | |
Non-recourse debt - Fixed / Floating summary | | | | | | | | |
Fixed | $ | 3,401,895 | | | $ | 1,284,137 | | | | | | |
Floating | 4,529,563 | | | 2,569,505 | | | | | | |
Total non-recourse debt | $ | 7,931,458 | | | $ | 3,853,642 | | | | | | |
| | | | | | | | |
Perpetual preferred stock, redemption value | | | | | | | | |
Total perpetual preferred stock | | | $ | 1,033,750 | | | | | | |
| | | | | | | | |
Notes:
(1) Weighted Average Years Remaining to Maturity is based on initial maturity dates or extended maturity dates if the criteria to extend have been met as of February 22, 2021, the latest practicable date that the information was available, and the extension option is at the Company’s discretion.
(2) Based on 1-month LIBOR of 0.14% and 3-month LIBOR of 0.24% for floating rate debt.
(3) Includes the TruPS, which were issued by trusts of which the sole assets are junior subordinated notes issued by NRF Holdco, LLC. NRF Holdco, LLC is a subsidiary of the Company and owns the Wellness Infrastructure segment, the Hospitality portfolio, as well as certain OED. The Company is neither an obligor nor guarantor on the junior subordinated debt or TruPS.
(4) Based on 3-month LIBOR plus rates between 2.50% to 3.25%.
(5) During the third quarter 2020, the Company entered into definitive agreement to sell all but one hospitality portfolio, which is under receivership. These assets are presented under discontinued operations for the fourth quarter 2020 and the related $3.5 billion consolidated, or $3.0 billion CLNY OP share, of Hospitality and THL portfolio debt is excluded from above presentation.
(6) The 5.375% exchangeable senior notes is an obligation of NRF Holdco, LLC as the issuer, a subsidiary of the Company.
(7) In January 2021, the Company fully repaid the remaining $32 million of 3.875% convertible senior notes and repaid $33 million of other corporate debt.
| | | | | | | | | | | |
Colony Capital | Supplemental Financial Report | | 14 | |
| | |
IIIb. Capitalization - Revolving Credit Facility |
|
| | | | | | | | |
($ in thousands, except as noted; as of December 31, 2020) | | |
Revolving credit facility | | |
Maximum principal amount(1) | | $ | 450,000 | |
Amount outstanding | | — | |
Current maturity(1) | | July 11, 2021 |
Fully-extended maturity | | January 10, 2022 |
Interest rate | | LIBOR + 2.50% |
| | |
Financial covenants as defined in the Credit Agreement(2): | | Covenant level |
Consolidated Tangible Net Worth | | Minimum $1,740 million |
Consolidated Fixed Charge Coverage Ratio(3) | | Minimum 1.30 to 1.00 |
Interest Coverage Ratio(4) | | Minimum 3.00 to 1.00 |
Consolidated Leverage Ratio | | Maximum 0.65 to 1.00 |
| | |
Company status: As of December 31, 2020, CLNY is meeting all required covenant threshold levels. |
Notes:
(1) In December 2020, the Company reduced the revolver capacity from $500 million to $450 million and exercised its first six-month option to extend the maturity to July 11, 2021 with one six-month extension option remaining.
(2) The Company's credit agreement allows for the exclusion of the assets, debt, fixed charges and earnings of investments with non-recourse debt at the Company's election.
(3) The borrowing base is discounted by 10% at a Fixed Charge Coverage Ratio between 1.30 and 1.50 to 1.00.
(4) Interest Coverage Ratio represents the ratio of the sum of (1) earnings from borrowing base assets and (2) certain investment management earnings divided by the greater of (a) actual interest expense on the revolving credit facility and (b) the average balance of the facility multiplied by 7.0% for the applicable quarter.
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Colony Capital | Supplemental Financial Report | | 15 | |
| | |
IIIc. Capitalization - Convertible/Exchangeable Notes & Perpetual Preferred Stock |
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
($ in thousands; except per share data; as of December 31, 2020, unless otherwise noted) |
Convertible/exchangeable debt | | | | | | | | | | | | |
Description | | Outstanding principal | | Final due date(1) | | Interest rate | | Conversion price (per share of common stock) | | Conversion ratio | | Conversion shares |
5.75% Exchangeable senior notes | | $ | 300,000 | | | July 15, 2025 | | 5.75% fixed | | $ | 2.30 | | | 434.7826 | | | 130,435 | |
3.875% Convertible senior notes(2) | | 31,502 | | | January 15, 2021 | | 3.875% fixed | | 16.57 | | | 60.3431 | | | 1,901 | |
5.0% Convertible senior notes | | 200,000 | | | April 15, 2023 | | 5.00% fixed | | 15.76 | | | 63.4700 | | | 12,694 | |
5.375% Exchangeable senior notes(3) | | 13,605 | | | June 15, 2033 | | 5.375% fixed | | 12.04 | | | 83.0837 | | | 1,130 | |
Total convertible debt | | $ | 545,107 | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Perpetual preferred stock | | | | | | |
Description | | Liquidation preference | | Shares outstanding (In thousands) | | Callable period |
Series G 7.5% cumulative redeemable perpetual preferred stock | | $ | 86,250 | | | 3,450 | | | Callable |
Series H 7.125% cumulative redeemable perpetual preferred stock | | 287,500 | | | 11,500 | | | Callable |
Series I 7.15% cumulative redeemable perpetual preferred stock | | 345,000 | | | 13,800 | | | On or after June 5, 2022 |
Series J 7.125% cumulative redeemable perpetual preferred stock | | 315,000 | | | 12,600 | | | On or after September 22, 2022 |
Total preferred stock | | $ | 1,033,750 | | | 41,350 | | | |
Notes:
(1) Callable at principal amount only if CLNY common stock has traded at least 130% of the conversion price for 20 of 30 consecutive trading days: on or after July 21, 2023, for the 5.75% exchangeable senior notes; on or after January 22, 2019, for the 3.875% convertible senior notes; on or after April 22, 2020, for the 5.0% convertible senior notes; and on or after June 15, 2020, for the 5.375% exchangeable senior notes.
(2) In January 2021, the Company fully repaid the remaining $32 million of 3.875% convertible senior notes.
(3) The 5.375% exchangeable senior notes is an obligation of NRF Holdco, LLC as the issuer, a subsidiary of the Company.
| | | | | | | | | | | |
Colony Capital | Supplemental Financial Report | | 16 | |
| | |
IIId. Capitalization - Debt Maturity and Amortization Schedules |
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
($ in thousands; as of December 31, 2020) | | Payments due by period(1) |
Consolidated debt | | 2021 | | 2022 | | 2023 | | 2024 | | 2025 and after | | Total |
Non-recourse debt: | | | | | | | | | | | | |
Digital Operating | | $ | 9,576 | | | $ | 10,126 | | | $ | 261,285 | | | $ | 971,606 | | | $ | 1,974,250 | | | $ | 3,226,843 | |
Wellness Infrastructure | | 159,179 | | | 320,164 | | | 10,859 | | | 2,113,612 | | | 129,319 | | | 2,733,133 | |
Other | | 472,332 | | | 111,559 | | | 67,154 | | | 394,426 | | | 67,972 | | | 1,113,443 | |
TruPS(2) | | — | | | — | | | — | | | — | | | 280,117 | | | 280,117 | |
Corporate debt: | | | | | | | | | | | | |
$450 million revolving credit facility | | — | | | — | | | — | | | — | | | — | | | — | |
Convertible/exchangeable senior notes(3) | | 31,502 | | (4) | — | | | 200,000 | | | — | | | 313,605 | | | 545,107 | |
Other corporate debt | | 32,815 | | (4) | — | | | — | | | — | | | — | | | 32,815 | |
Total consolidated debt(5) | | $ | 705,404 | | | $ | 441,849 | | | $ | 539,298 | | | $ | 3,479,644 | | | $ | 2,765,263 | | | $ | 7,931,458 | |
| | | | | | | | | | | | |
Pro rata debt | | 2021 | | 2022 | | 2023 | | 2024 | | 2025 and after | | Total |
Non-recourse debt: | | | | | | | | | | | | |
Digital Operating | | $ | 1,578 | | | $ | 1,702 | | | $ | 38,292 | | | $ | 163,062 | | | $ | 323,745 | | | $ | 528,379 | |
Wellness Infrastructure | | 127,857 | | | 225,374 | | | 7,614 | | | 1,474,605 | | | 99,090 | | | 1,934,540 | |
Other | | 321,427 | | | 36,219 | | | 13,841 | | | 93,892 | | | 67,305 | | | 532,684 | |
TruPS(2) | | — | | | — | | | — | | | — | | | 280,117 | | | 280,117 | |
Corporate debt: | | | | | | | | | | | | |
$450 million revolving credit facility | | — | | | — | | | — | | | — | | | — | | | — | |
Convertible/exchangeable senior notes(3) | | 31,502 | | (4) | — | | | 200,000 | | | — | | | 313,605 | | | 545,107 | |
Other corporate debt | | 32,815 | | (4) | — | | | — | | | — | | | — | | | 32,815 | |
Total pro rata debt(5) | | $ | 515,179 | | | $ | 263,295 | | | $ | 259,747 | | | $ | 1,731,559 | | | $ | 1,083,862 | | | $ | 3,853,642 | |
Notes:
(1) Weighted Average Years Remaining to Maturity is based on initial maturity dates or extended maturity dates if the criteria to extend have been met as of February 22, 2021, the latest practicable date that the information was available, and the extension option is at the Company’s discretion.
(2) Includes the TruPS, which were issued by trusts of which the sole assets are junior subordinated notes issued by NRF Holdco, LLC. NRF Holdco, LLC is a subsidiary of the Company and owns the Wellness Infrastructure segment, the Hospitality portfolio, as well as certain OED. The Company is neither an obligor nor guarantor on the junior subordinated debt or TruPS.
(3) The 5.375% exchangeable senior notes is an obligation of NRF Holdco, LLC as the issuer, a subsidiary of the Company.
(4) In January 2021, the Company fully repaid the remaining $32 million of 3.875% convertible senior notes and repaid $33 million of other corporate debt.
(5) During the third quarter 2020, the Company entered into definitive agreement to sell all but one hospitality portfolio, which is under receivership. These assets are presented under discontinued operations for the fourth quarter 2020 and the related $3.5 billion consolidated, or $3.0 billion CLNY OP share, of Hospitality and THL portfolio debt is excluded from above presentation.
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Colony Capital | Supplemental Financial Report | | 17 | |
| | |
IIIe. Capitalization - Structure |
|
| | | | | | | | | | | |
Colony Capital | Supplemental Financial Report | | 18 | |
| | |
IV. Digital Investment Management |
|
| | | | | | | | | | | | | | | | | | | | |
Digital Third-party AUM & FEEUM | | | | | | |
($ in millions, as of December 31, 2020, unless otherwise noted) | | AUM CLNY OP Share | | FEEUM CLNY OP Share | | Fee Rate |
Digital Colony Partners I | | $ | 6,089 | | | $ | 3,756 | | | 1.2 | % |
Digital Colony Partners II(1) | | $ | 3,241 | | | $ | 3,217 | | | 1.2 | % |
Separately Capitalized Portfolio Companies | | $ | 8,673 | | | $ | 2,719 | | | 0.9 | % |
Co-Investment (Sidecar) Capital | | $ | 10,131 | | | $ | 2,714 | | | 0.5 | % |
Liquid Strategies | | $ | 443 | | | $ | 437 | | | 0.5 | % |
Digital Investment Management Total | | $ | 28,577 | | | $ | 12,843 | | | 0.9 | % |
| | | | | | |
FRE(2) | | | | | | |
($ in thousands, unless otherwise noted) | | | | | | Q4 2020 |
Fee income(3) | | | | | | $ | 25,053 | |
Other income | | | | | | 183 | |
Compensation expense—cash(4) | | | | | | (12,651) | |
Administrative expenses(5) | | | | | | (2,311) | |
FRE (adjusted) Total(6) | | | | | | $ | 10,274 | |
Notes:
(1) AUM and FEEUM represents the portion closed as of December 31, 2020 of the total $4.2 billion DCP II first closing.
(2) For a reconciliation of net income/(loss) to FRE, please refer to the appendix to this presentation.
(3) Includes $0.9 million of fee income which is eliminated because the Company consolidates certain limited partner interest in its Statement of Operations.
(4) Excludes $5.7 million of a $7.7 million one-time incentive expense primarily for the outperformance of key digital targets, particularly the first closing of DCP II ($2 million of the one-time incentive is reported in the unallocated segment), and $0.7 million of equity-based compensation expense.
(5) Excludes $1.2 million of fund raising placement agent fee expense.
(6) 4Q20 FRE was $4.6 million, or $10.3 million as presented, which excludes $5.7 million of a $7.7 million one-time incentive expense primarily for the outperformance of key digital targets.
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Colony Capital | Supplemental Financial Report | | 19 | |
| | | | | | | | | | | | | | | | | |
Portfolio Overview | | Consolidated amount | | CLNY OP share of consolidated amount | |
($ in thousand, as of December 31, 2020, unless otherwise noted) | | | |
Asset(1) | | $ | 6,248,162 | | | $ | 1,086,573 | | |
Debt(2)(3) | | (3,226,843) | | | (536,231) | | |
Net Carrying Value(4) | | $ | 3,021,319 | | | $ | 550,342 | | |
| | | | | |
Adjusted EBITDA(5) | | Q4 2020 | |
($ in thousands, unless otherwise noted) | | Consolidated amount | | CLNY OP share of consolidated amount | |
| | | |
Total revenues | | $ | 127,546 | | | $ | 21,013 | | |
Property operating expenses | | (47,224) | | | (7,911) | | |
Compensation and administrative expenses | | (16,413) | | | (3,277) | | |
Transaction, investment and servicing costs | | (3,209) | | | (412) | | |
EBITDAre(6): | | $ | 60,700 | | | 9,413 | | |
| | | | | |
Straight-line rent expenses and amortization of above- and below-market lease intangibles | | (2,607) | | | (249) | | |
Interest income | | (80) | | | (16) | | |
Compensation expense—equity-based | | 728 | | | 146 | | |
Installation services | | 429 | | | 86 | | |
Restructuring & integration costs | | 803 | | | 177 | | |
Transaction, investment and servicing costs | | 564 | | | 66 | | |
Adjusted EBITDA(6): | | $ | 60,537 | | | $ | 9,623 | | |
| | | | | |
Operating Metrics(7) | | | | | |
($ in millions, unless otherwise noted) | | 12/31/20 | | 12/31/19(8) | |
Number of Data Centers | | 32 | | | 31 | | |
Max Critical I.T. Square Feet | | 1,138,048 | | | 1,082,161 | | |
Leased Square Feet | | 967,879 | | | 896,465 | | |
% Utilization Rate | | 85.0 | % | | 82.8 | % | |
MRR (Annualized) | | $ | 442.0 | | | $ | 387.0 | | |
Bookings (Annualized) | | $ | 6.0 | | | $ | 17.0 | | |
Quarterly Churn (% of Prior Quarter MRR) | | .9 | % | | 1.6 | % | |
Notes:
(1) Includes all components related to real estate assets, including tangible real estate and lease-related intangibles
(2) Represents unpaid principal balance.
(3) In addition to debt presented, the Digital operating segment has $149 million consolidated, or $39 million CLNY OP share, of finance lease obligations, which represents the present value of payments on leases classified as finance leases, in the Other Liabilities line item on the Company’s Balance Sheet.
(4) Subsequent to the fourth quarter 2020, the Company raised additional third-party capital reducing its investment to $145 million and maintaining its 20% ownership interest in DataBank.
(5) For a reconciliation of net income/(loss) from continuing operations to adjusted EBITDA, please refer to the appendix to this presentation.
(6) Fourth quarter 2020 Digital Operating segment EBITDAre and Adjusted EBITDA includes a partial quarter of results from zColo, which DataBank acquired on December 14, 2020.
(7) Operating metrics exclude zColo data given recent acquisition on December 14, 2020 and therefore minimal contribution to the metrics. The metrics do include a full quarter of operating data for DataBank and Vantage SDC given a full quarter of ownership during fourth quarter 2020 and corresponding data is presented for the prior year period for comparative purposes.
(8) The Company acquired a 20% stake in DataBank in December 2019 and did not have interest in Vantage SDC or zColo in the fourth quarter 2019.
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Colony Capital | Supplemental Financial Report | | 20 | |
| | | | | | | | | | | | | | |
Portfolio Overview | | | | |
($ in thousand, as of December 31, 2020, unless otherwise noted) | | Consolidated amount | | CLNY OP share of consolidated amount |
CLNY's GP Co-investment in DCP I Investments | | $ | 171,204 | | | $ | 157,610 | |
Equity interests in digital investment vehicles(1) | | 181,990 | | | 97,108 | |
Net carrying value | | $ | 353,194 | | | $ | 254,718 | |
Notes:
(1) Net of $103 million of derivative liability from Accrued and Other Liabilities.
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Colony Capital | Supplemental Financial Report | | 21 | |
| | |
VIIa. Wellness Infrastructure - Summary Metrics and Operating Results |
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| | | | | | | | | | | | | | |
($ in thousands; as of or for the three months ended December 31, 2020, unless otherwise noted) | | Consolidated amount | | CLNY OP share of consolidated amount |
Net operating income | | |
Net operating income: | | | | |
Senior Housing - Operating | | $ | 9,972 | | | $ | 6,963 | |
Medical Office Buildings | | 13,372 | | | 9,312 | |
Triple-Net Lease: | | | | |
Senior Housing(1) | | 13,694 | | | 9,640 | |
Skilled Nursing Facilities | | 25,967 | | | 18,735 | |
Hospitals | | 2,635 | | | 1,835 | |
Total net operating income | | $ | 65,640 | | | $ | 46,485 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Portfolio overview | | Total number of properties | | Capacity | | % Occupied(2) | | TTM Lease Coverage(3) | | WA Remaining Lease Term |
Senior Housing - Operating | | 53 | | | 4,756 units | | 72.8 | % | | N/A | | N/A |
Medical Office Buildings | | 106 | | | 3.8 million sq. ft. | | 82.4 | % | | N/A | | 4.7 | |
Triple-Net Lease: | | | | | | | | | | |
Senior Housing | | 65 | | | 3,534 units | | 76.1 | % | | 0.9 | | 11.5 | |
Skilled Nursing Facilities | | 83 | | | 9,713 beds | | 70.5 | % | | 1.2 | | 4.0 | |
Hospitals | | 9 | | | 456 beds | | 64.9 | % | | 2.9 | | 9.8 | |
Total | | 316 | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Same store financial/operating results related to the segment | | | | | | | |
| | % Occupied(2) | | TTM Lease Coverage(3) | | NOI | |
| | Q4 2020 | | Q4 2019 | | 9/30/2020 | | 9/30/2019 | | Q4 2020 | | Q4 2019 | | % Change | |
Senior Housing - Operating | | 72.8 | % | | 82.5 | % | | N/A | | N/A | | $ | 9,972 | | | $ | 14,130 | | | (29.4) | % | |
Medical Office Buildings | | 82.4 | % | | 82.2 | % | | N/A | | N/A | | 13,372 | | | 13,855 | | | (3.5) | % | |
Triple-Net Lease: | | | | | | | | | | | | | | | |
Senior Housing | | 76.1 | % | | 84.9 | % | | 0.9x | | 1.1x | | 13,688 | | | 13,497 | | | 1.4 | % | |
Skilled Nursing Facilities | | 70.5 | % | | 83.5 | % | | 1.2x | | 1.0x | | 22,050 | | | 22,823 | | | (3.4) | % | |
Hospitals | | 64.9 | % | | 64.6 | % | | 2.9x | | 1.9x | | 2,635 | | | 4,263 | | | (38.2) | % | |
Total | | | | | | | | | | $ | 61,717 | | | $ | 68,568 | | | (10.0) | % | |
Notes:
(1) NOI includes $1.0 million consolidated or $0.7 million CLNY OP share of interest earned related to $47 million consolidated or $33 million CLNY OP share carrying value of healthcare real estate loans. This interest income is in the Interest Income line item on the Company’s Statement of Operations. For a reconciliation of net income/(loss) attributable to common stockholders to NOI, please refer to the appendix to this presentation.
(2) Occupancy % for Senior Housing - Operating represents average of the presented quarter, MOB’s is as of last day in the quarter and Triple-Net Lease represents average of the prior quarter. Occupancy represents real estate property operator’s patient/resident occupancy for all types except MOB.
(3) Represents the ratio of the tenant's/operator's EBITDAR to cash rent payable to the Company's Wellness Infrastructure segment on a trailing twelve month basis and as of the prior quarter due to timing of data availability from tenant/operators. Refer to Important Notes Regarding Non-GAAP Financial Measures and Definitions pages in this presentation for additional information regarding the use of tenant/operator EBITDAR.
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Colony Capital | Supplemental Financial Report | | 22 | |
| | |
VIIb. Wellness Infrastructure - Portfolio Overview |
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| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
(As of or for the three months ended December 31, 2020, unless otherwise noted) |
Triple-Net Lease Coverage(1) | | | | % of Triple-Net Lease TTM NOI as of September 30, 2020 | | |
TTM Lease Coverage | | # of Leases | | Senior Housing | | Skilled Nursing Facilities & Hospitals | | % Triple-Net Lease NOI | | WA Remaining Lease Term |
Less than 0.99x | | 4 | | | 31 | % | | 15 | % | | 46 | % | | 11 yrs |
1.00x - 1.09x | | — | | | — | % | | — | % | | — | % | | — | |
1.10x - 1.19x | | 4 | | | 5 | % | | 25 | % | | 30 | % | | 5 yrs |
1.20x - 1.29x | | — | | | — | % | | — | % | | — | % | | — | |
1.30x - 1.39x | | 1 | | | — | % | | 4 | % | | 4 | % | | 4 yrs |
1.40x - 1.49x | | — | | | — | % | | — | % | | — | % | | — | |
1.50x and greater | | 8 | | | — | % | | 20 | % | | 20 | % | | 2 yrs |
Total / W.A. | | 17 | | | 36 | % | | 64 | % | | 100 | % | | 7 yrs |
| | | | | | | | | | | | | | | | | | | | |
Revenue Mix(2) | | September 30, 2020 TTM |
| | Private Pay | | Medicare | | Medicaid |
Senior Housing - Operating | | 84 | % | | 3 | % | | 13 | % |
Medical Office Buildings | | 100 | % | | — | % | | — | % |
Triple-Net Lease: | | | | | | |
Senior Housing | | 60 | % | | — | % | | 40 | % |
Skilled Nursing Facilities | | 24 | % | | 23 | % | | 53 | % |
Hospitals | | 34 | % | | 55 | % | | 11 | % |
W.A. | | 56 | % | | 12 | % | | 32 | % |
Notes:
(1) Represents the ratio of the tenant's/operator's EBITDAR to cash rent payable to the Company's Wellness Infrastructure segment on a trailing twelve month basis and due to timing of availability of data tenants/operators provide information from prior quarter. Refer to Important Notes Regarding Non-GAAP Financial Measures and Definitions pages in this presentation for additional information regarding the use of tenant/operator EBITDAR. Represents leases with EBITDAR coverage in each listed range. Excludes interest income associated with triple-net lease senior housing type and rental income from certain hospital properties.
(2) Revenue mix represents percentage of revenues derived from private, Medicare and Medicaid payor sources and as of the prior quarter due to timing of data availability from tenant/operators. The payor source percentages for the hospital category excludes two operating partners, who do not track or report payor source data and totals approximately one-third of NOI in the hospital category. Overall percentages are weighted by NOI exposure in each category.
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Colony Capital | Supplemental Financial Report | | 23 | |
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VIIb. Wellness Infrastructure - Portfolio Overview (cont’d) |
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| | | | | | | | | | | | | | |
($ in thousands; as of or for the three months ended December 31, 2020, unless otherwise noted) |
Top 10 Geographic Locations by NOI |
| | Number of properties | | NOI |
United Kingdom | | 46 | | | $ | 10,956 | |
Indiana | | 55 | | | 7,413 | |
Illinois | | 14 | | | 6,553 | |
Florida | | 25 | | | 6,319 | |
Pennsylvania | | 8 | | | 5,069 | |
Ohio | | 8 | | | 4,670 | |
Georgia | | 20 | | | 4,413 | |
Oregon | | 31 | | | 3,802 | |
Texas | | 28 | | | 2,753 | |
Washington | | 9 | | | 1,546 | |
Total | | 244 | | | $ | 53,494 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Top 10 Operators/Tenants by NOI |
| | Property Type/Primary Segment | | Number of properties | | NOI | | % Occupied | | TTM Lease Coverage | | WA Remaining Lease Term |
Caring Homes (U.K.)(1) | | Sr. Housing / NNN | | 46 | | | $ | 10,956 | | | 73.9 | % | | 1.2x | | 14 yrs |
Senior Lifestyle | | Sr. Housing / RIDEA | | 30 | | | 9,042 | | | 71.8 | % | | N/A | | N/A |
Sentosa | | SNF / NNN | | 8 | | | 5,069 | | | 69.4 | % | | 0.6x | | 7 yrs |
Wellington Healthcare | | SNF / NNN | | 10 | | | 4,013 | | | 73.2 | % | | 1.2x | | 6 yrs |
Millers | | SNF / NNN | | 28 | | | 3,990 | | | 66.0 | % | | 2.0x | | N/A |
Opis | | SNF / NNN | | 11 | | | 2,952 | | | 63.2 | % | | 1.1x | | 3 yrs |
Consulate | | SNF / NNN | | 10 | | | 2,625 | | | 79.9 | % | | 1.1x | | 7 yrs |
Frontier(2) | | Sr. Housing / NNN / RIDEA | | 20 | | | 2,412 | | | 91.9 | % | | 1.1x | | 2 yrs |
Landmark | | Hospital | | 5 | | | 1,862 | | | 74.5 | % | | 2.6x | | 13 yrs |
WW Healthcare | | SNF / NNN | | 5 | | | 1,372 | | | 65.3 | % | | 1.4x | | 4 yrs |
Total | | | | 173 | | | $ | 44,293 | | | | | | | |
(1) Excludes lease (EBITDAR) coverage from additional collateral provided by the operator which was sold in Q4 2020. Lease (EBITDAR) coverage does not include additional cash collateral received from the sale.
(2) NNN primary segment operating metrics presented, RIDEA segment % occupied was 75.6%.
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Colony Capital | Supplemental Financial Report | | 24 | |
| | |
VIIIa. Other Equity and Debt |
|
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | CLNY OP Share | |
| | | | | Depreciated Carrying Value | |
($ in millions) | | | | | 12/31/2020 | |
Investment | Investment Type | Property Type | Geography | CLNY Ownership %(1) | Assets(2) | Equity(2) | % of Total Equity | |
Colony Credit Real Estate, Inc. (CLNC) | Public Company Common Shares | Various | Various | 36% | $ | 385.2 | | $ | 385.2 | | 29 | % | |
Tolka Irish NPL Portfolio | Non-Performing First Mortgage Loans | Primarily Office | Ireland | 100% | 404.6 | | 173.4 | | 13 | % | |
Ronan CRE Portfolio Loan | Mezzanine Loan | Office, Residential, Mixed-Use | Ireland / France | 50% | 70.3 | | 70.3 | | 5 | % | |
Spencer Dock Loan | Mezzanine Loan with Profit Participation | Office, Hospitality & Residential | Ireland | 20% | 52.5 | | 52.5 | | 4 | % | |
McKillin Portfolio Loan | Debt Financing | Office and Personal Guarantee | Primarily US and UK | 96% | 51.5 | | 51.5 | | 4 | % | |
France & Spain CRE Portfolio | Real Estate Equity | Primarily Office & Hospitality | France & Spain | 33% | 123.3 | | 48.4 | | 4 | % | |
Maranatha French Hotel Portfolio | Real Estate Equity | Hospitality | France | 44% | 47.9 | | 47.2 | | 4 | % | |
Albertsons | Equity | Grocery Stores | Nationwide | n/a | 41.2 | | 41.2 | | 3 | % | |
AccorInvest | Real Estate Equity | Hospitality | Primarily Europe | 1% | 37.7 | | 37.7 | | 3 | % | |
Dublin Docklands | Senior Loan with Profit Participation | Office & Residential | Ireland | 15% | 32.5 | | 32.5 | | 2 | % | |
Remaining OED (>35 Investments) | Various | Various | Various | Various | 1,081.4 | | 383.9 | | 29 | % | |
Total Other Equity and Debt | | | | | $ | 2,328.1 | | $ | 1,323.8 | | 100 | % | |
(1) Ownership % represents CLNY OP’s share of the entire investment accounting for all non-controlling interests including interests managed by the Company and other third parties.
(2) Beginning in the fourth quarter of 2020, the Company included the net assets of investments, which includes cash and cash equivalents, restricted cash, other assets, and accrued and other liabilities of each investment. For prior periods, net assets of investments were included in the total net assets of the Company presented in the Financial Overview - Summary of Segments section.
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Colony Capital | Supplemental Financial Report | | 25 | |
| | |
VIIIa. Other Equity and Debt |
|
| | | | | | | | | | | | | | | | | |
| | 12/31/2020 CLNY OP Share | |
($ in millions) | | Depreciated Carrying Value | |
| | | |
Investment | CLNY Ownership %(1) | Assets(2) | Equity(2) | % of Total Equity | Description |
Colony Credit Real Estate, Inc. (CLNC) | 36% | $ | 385.2 | | $ | 385.2 | | 29 | % | CLNC is a commercial real estate credit REIT externally managed by the Company with $4.1 billion in at-share assets and $1.7 billion in GAAP book equity value, as of December 31, 2020. The Company owns approximately 48.0 million shares and share equivalents, or 36%, of CLNC. |
Tolka Irish NPL Portfolio | 100% | 404.6 | | 173.4 | | 13 | % | NPL portfolio backed by seven remaining assets primarily composed of high quality office buildings in prime Irish locations in Greater Dublin. Contract signed post year-end for two buildings, representing 75% of estimated NAV of the portfolio. |
Ronan CRE Portfolio Loan | 50% | 70.3 | | 70.3 | | 5 | % | EUR 93.8 million junior loan with an 11% coupon (4.5% cash interest and 6.5% PIK interest) and maturity in Jan-22 collateralized by a portfolio of 12 income-producing mixed-use assets and 5 residential and mixed-use development sites primarily in Ireland. |
Spencer Dock Loan | 20% | 52.5 | | 52.5 | | 4 | % | EUR 222.6 million whole loan (EUR 155.4 million funded to date and EUR 67.2 million in residual commitment) with 71% profit participation in a Dublin mixed-use development of approximately 1 million square feet. The South Site (accounting for 60.7% of total NIA) is entirely pre let to SalesForce and Dalata, while the North Site (accounting for 39.3% of total NIA) is currently under planning review. |
McKillin Portfolio Loan | 96% | 51.5 | | 51.5 | | 4 | % | GBP 49 million note secured by (i) pledge of borrower’s equity interest in a Boston office tower, (ii) other commercial real estate collateral and (iii) borrower’s personal guarantee, which is capped in amount. |
France & Spain CRE Portfolio | 33% | 123.3 | | 48.4 | | 4 | % | Portfolio constituted of 26 office properties located in France and 1 hotel in Spain. |
Maranatha French Hotel Portfolio | 44% | 47.9 | | 47.2 | | 4 | % | Equity financing investment for restructuring and repositioning of the Maranatha Group, France’s third-largest hotel group, which went to bankruptcy. Initial portfolio perimeter constituted by 37 hotels across France along with a management company. |
Albertsons | n/a | 41.2 | | 41.2 | | 3 | % | 2% ownership in a JV that owns an approximate 4% stake in the public shares of Albertsons Companies Inc. (NYSE: ACI). CLNY receives an annual management fee on $148.5 million third-party JV equity. Additionally, CLNY holds an interest in a profit share vehicle that following expiration of lockouts on share sales and repayment of JV hurdles, CLNY may receive additional consideration. |
AccorInvest | 1% | 37.7 | | 37.7 | | 3 | % | Ownership of a diversified portfolio of approximately 900 hotels located primarily in Europe and mostly within the economy and midscale segments managed by Accor. The Company’s position sits alongside EUR 840 million of third-party capital managed by the Company, which combine to own approximately 21% of AccorInvest. |
Dublin Docklands | 15% | 32.5 | | 32.5 | | 2 | % | EUR 230 million acquisition and pre-development financing with 70% profit participation on a prime waterfront freehold site in Dublin’s Docklands (1.86ha) with planning permission for a mixed used development comprising 4 properties (2 residential and 2 office blocks). Enabling works are underway for site preparation. |
Remaining OED (>35 Investments) | Various | 1,081.4 | | 383.9 | | 29 | % | |
Total Other Equity and Debt | | $ | 2,328.1 | | $ | 1,323.8 | | 100 | % | |
(1) Ownership % represents CLNY OP’s share of the entire investment accounting for all non-controlling interests including interests managed by the Company and other third parties.
(2) Beginning in the fourth quarter of 2020, the Company included the net assets of investments, which includes cash and cash equivalents, restricted cash, other assets, and accrued and other liabilities of each investment. For prior periods, net assets of investments were included in the total net assets of the Company presented in the Financial Overview - Summary of Segments section.
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Colony Capital | Supplemental Financial Report | | 26 | |
| | |
VIIIb. Other Investment Management |
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
($ in millions, except as noted; as of December 31, 2020, unless otherwise noted) | | CLNY OP Share |
Segment | | Products | | Description | | AUM | | FEEUM | | Fee Rate | | Fee Revenues (in thousands) |
| | | | | | | | | | | | |
Other Institutional Funds | | • Credit • Opportunistic • Other co-investment vehicles | | • 27 years of institutional investment management experience • Sponsorship of private equity funds and vehicles earning asset management fees and performance fees • More than 300 investor relationships | | $ | 7,445 | | | $ | 4,476 | | | .8 | % | | $ | 11,561 | |
Public Company | | • Colony Credit Real Estate, Inc. | | • NYSE-listed credit focused REIT • Contract with base management fees with potential for incentive fees | | 2,604 | | | $ | 1,936 | | | 1.5 | % | | 7,162 | |
Retail Companies | | • NorthStar Healthcare Income | | • Manage public non-traded vehicles earning asset management and performance fees | | 3,392 | | | $ | 739 | | (1) | 1.5 | % | | 3,877 | |
Total | | | | | | $ | 13,441 | | | $ | 7,151 | | | | | $ | 22,600 | |
Notes:
(1) FEEUM of NorthStar Healthcare Income represents its most recently published Net Asset Value.
| | | | | | | | | | | |
Colony Capital | Supplemental Financial Report | | 27 | |
| | |
IX. Total Company Assets Under Management |
|
| | | | | | | | | | | | | | | | | | | | |
($ in millions) | | CLNY OP Share |
Segment | | 12/31/20 | % of Grand Total | | 12/31/19 | % of Grand Total |
| | | | | | |
Digital investment management | | $ | 28,577 | | 55.0 | % | | $ | 13,522 | | 32.5 | % |
Digital operating | | 1,086 | | 2.1 | % | | 185 | | .4 | % |
Digital other | | 358 | | .7 | % | | 78 | | .2 | % |
Digital AUM | | 30,021 | | 57.8 | % | | 13,785 | | 33.1 | % |
| | | | | | |
Wellness Infrastructure | | 2,591 | | 5.0 | % | | 3,599 | | 8.6 | % |
Hospitality | | 2,467 | | 4.7 | % | | 3,823 | | 9.2 | % |
Other - OED | | 1,978 | | 3.8 | % | | 2,037 | | 4.9 | % |
Other - CLNC(1) | | 1,465 | | 2.8 | % | | 2,932 | | 7.0 | % |
Legacy balance sheet AUM | | 8,501 | | 16.4 | % | | 12,391 | | 29.8 | % |
| | | | | | |
CLNC(2) | | 2,604 | | 5.0 | % | | 3,522 | | 8.5 | % |
Legacy Institutional | | 7,445 | | 14.3 | % | | 8,499 | | 20.4 | % |
NorthStar Healthcare Income, Inc. | | 3,392 | | 6.5 | % | | 3,438 | | 8.3 | % |
Legacy Investment Management AUM | | 13,441 | | 25.9 | % | | 15,459 | | 37.1 | % |
| | | | | | |
Grand Total AUM | | $ | 51,963 | | 100.0 | % | | $ | 41,635 | | 100.0 | % |
Notes:
(1) Includes the Company’s 36% ownership share of CLNC’s total pro-rata share of assets of $4.1 billion as of December 31, 2020 and $5.6 billion as of December 31, 2019.
(2) Represents third-party 64% ownership share of CLNC’s total pro-rata share of assets of $4.1 billion as of December 31, 2020 and $5.6 billion as of December 31, 2019.
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Colony Capital | Supplemental Financial Report | | 28 | |
APPENDICES
| | | | | | | | | | | |
Colony Capital | Supplemental Financial Report | | 29 | |
| | |
Xa. Appendices - Definitions |
|
Assets Under Management (“AUM”)
Assets owned by the Company’s balance sheet and assets for which the Company and its affiliates provide investment management services, including assets for which the Company may or may not charge management fees and/or performance allocations. Balance sheet AUM is based on the undepreciated carrying value of digital investments and the impaired carrying value of non-digital investments as of the report date. Investment management AUM is based on the cost basis of managed investments as reported by each underlying vehicle as of the report date. AUM further includes uncalled capital commitments, but excludes CLNY OP’s share of non wholly-owned real estate investment management platform’s AUM. The Company's calculations of AUM may differ from the calculations of other asset managers, and as a result, this measure may not be comparable to similar measures presented by other asset managers.
Contracted Revenue Growth (“Bookings”)
The Company defines Bookings as either (1) a new data center customer contract for new or additional services over and above any services already being provided as well as (2) an increase in contracted rates on the same services when a contract renews. In both instances a booking is considered to be generated when a new contract is signed with the recognition of new revenue to occur when the new contract begins billing.
Churn
The Company calculates Churn as the percentage of MRR lost during the period divided by the prior period’s MRR. Churn is intended to represent data center customer contracts which are terminated during the period, not renewed or are renewed at a lower rate.
CLNY Operating Partnership (“CLNY OP”)
The operating partnership through which the Company conducts all of its activities and holds substantially all of its assets and liabilities. CLNY OP share excludes noncontrolling interests in investment entities.
Fee-Earning Equity Under Management (“FEEUM”)
Equity for which the Company and its affiliates provides investment management services and derives management fees and/or performance allocations. FEEUM generally represents the basis used to derive fees, which may be based on invested equity, stockholders’ equity, or fair value pursuant to the terms of each underlying investment management agreement. The Company's calculations of FEEUM may differ materially from the calculations of other asset managers, and as a result, this measure may not be comparable to similar measures presented by other asset managers.
Wellness Infrastructure same store portfolio: defined as properties in operation throughout the full periods presented under the comparison. Properties acquired or disposed during these periods are excluded for the same store portfolio.
Max Critical I.T. Square Feet
Amount of total rentable square footage.
Monthly Recurring Revenue (“MRR”)
The Company defines MRR as revenue from ongoing services that is generally fixed in price and contracted for longer than 30 days.
NOI: Net Operating Income. NOI for the Company's real estate segments represents total property and related income less property operating expenses, adjusted for the effects of (i) straight-line rental income adjustments; (ii) amortization of acquired above- and below-market lease adjustments to rental income; and (iii) other items such as adjustments for the Company’s share of NOI of unconsolidated ventures.
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Colony Capital | Supplemental Financial Report | | 30 | |
| | |
Xa. Appendices - Definitions |
|
Earnings Before Interest, Tax, Depreciation, Amortization and Rent (“EBITDAR”)
Represents earnings before interest, taxes, depreciation, amortization and rent for facilities accruing to the tenant/operator of the property (not the Company) for the period presented. The Company uses EBITDAR in determining TTM Lease Coverage for triple-net lease properties in its Wellness Infrastructure segment. EBITDAR has limitations as an analytical tool. EBITDAR does not reflect historical cash expenditures or future cash requirements for facility capital expenditures or contractual commitments. In addition, EBITDAR does not represent a property's net income or cash flow from operations and should not be considered an alternative to those indicators. The Company utilizes EBITDAR as a supplemental measure of the ability of the Company's operators/tenants to generate sufficient liquidity to meet related obligations to the Company.
TTM Lease Coverage
Represents the ratio of EBITDAR to recognized cash rent for owned facilities on a trailing twelve month basis. TTM Lease Coverage is a supplemental measure of a tenant’s/operator’s ability to meet their cash rent obligations to the Company. However, its usefulness is limited by, among other things, the same factors that limit the usefulness of EBITDAR.
ADR: Average Daily Rate
RevPAR: Revenue per Available Room
UPB: Unpaid Principal Balance
% Utilization Rate: Amount of leased square feet divided by max critical I.T. square feet.
REIM: Real Estate Investment Management
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Colony Capital | Supplemental Financial Report | | 31 | |
| | |
Xb. Appendices - Reconciliation of Net Income (Loss) to NOI |
|
| | | | | | | | | | | |
($ in thousands; for the three months ended December 31, 2020) | | | |
NOI Determined as Follows | | Wellness Infrastructure | |
Total revenues | | $ | 121,121 | | |
Straight-line rent revenue and amortization of above- and below-market lease intangibles | | (4,902) | | |
| | | |
| | | |
Property operating expenses(1) | | (50,579) | | |
| | | |
NOI | | $ | 65,640 | | |
| | | |
| | | |
Reconciliation of Net Income (Loss) from Continuing Operations to NOI |
| | Wellness Infrastructure | |
Income (loss) | | $ | 545 | | |
Adjustments: | | | |
Straight-line rent revenue and amortization of above- and below-market lease intangibles | | (4,902) | | |
| | | |
Interest expense | | 31,307 | | |
Transaction, investment and servicing costs | | 2,295 | | |
Depreciation and amortization | | 31,911 | | |
| | | |
Impairment loss | | 4,263 | | |
Compensation and administrative expense | | 3,874 | | |
Gain on sale of real estate | | 11 | | |
Other (gain) loss, net | | (5,508) | | |
| | | |
| | | |
Income tax (benefit) expense | | 1,844 | | |
NOI | | $ | 65,640 | | |
Notes:
(1) Property operating expenses includes property management fees paid to third parties.
| | | | | | | | | | | |
Colony Capital | Supplemental Financial Report | | 32 | |
| | |
Xc. Appendices - Reconciliations of Net Income (Loss) to Digital IM FRE and Digital Operating Adjusted EBITDA |
|
| | | | | | | | | | | | | | | | | |
($ in thousands; for the three months ended December 31, 2020) | | | | | |
Digital Investment Management FRE Determined as Follows | | | | | |
Digital Investment Management Net income (loss) | | | | $ | 1,840 | | |
Adjustments: | | | | | |
Interest income | | | | (1) | | |
Fee income eliminated in the Company's consolidated Statement of Operations | | | | 862 | | |
Investment and servicing expense | | | | 204 | | |
Depreciation and amortization | | | | 6,421 | | |
Compensation expense—equity-based | | | | 655 | | |
Compensation expense—carried interest and incentive | | | | 994 | | |
Administrative expenses—straight-line rent | | | | (1) | | |
Administrative expenses—placement agent fee | | | | 1,202 | | |
Equity method (earnings) losses | | | | (6,744) | | |
Other (gain) loss, net | | | | (102) | | |
Income tax (benefit) expense | | | | (757) | | |
FRE | | | | $ | 4,573 | | |
Add: one-time incentive | | | | 5,701 | | |
FRE (adjusted) | | | | $ | 10,274 | | |
| | | | | |
Digital Operating Adjusted EBITDA Determined as Follows | | | | | |
Net income (loss) from continuing operations | | | | $ | (52,902) | | |
Adjustments: | | | | | |
Interest expense | | | | 41,815 | | |
Income tax (benefit) expense | | | | (6,967) | | |
Depreciation and amortization | | | | 78,554 | | |
Other gain loss | | | | 200 | | |
EBITDAre: | | | | 60,700 | | |
| | | | | |
Straight-line rent expenses and amortization of above- and below-market lease intangibles | | | | (2,607) | | |
Interest income | | | | (80) | | |
Compensation expense—equity-based | | | | 728 | | |
Installation services | | | | 429 | | |
Restructuring & integration costs | | | | 803 | | |
Transaction, investment and servicing costs | | | | 564 | | |
Adjusted EBITDA: | | | | $ | 60,537 | | |
| | | | | | | | | | | |
Colony Capital | Supplemental Financial Report | | 33 | |
ex9932020q4pres
1 FOURTH QUARTER 2020 EARNINGS PRESENTATION February 25, 2021
2
3 Disclaimer This presentation may contain forward-looking statements within the meaning of the federal securities laws. Forward-looking statements relate to expectations, beliefs, projections, future plans and strategies, anticipated events or trends and similar expressions concerning matters that are not historical facts. In some cases, you can identify forward-looking statements by the use of forward-looking terminology such as “may,” “will,” “should,” “expects,” “intends,” “plans,” “anticipates,” “believes,” “estimates,” “predicts,” or “potential” or the negative of these words and phrases or similar words or phrases which are predictions of or indicate future events or trends and which do not relate solely to historical matters. You can also identify forward-looking statements by discussions of strategy, plans or intentions. Forward-looking statements involve known and unknown risks, uncertainties, assumptions and contingencies, many of which are beyond the Company’s control, and may cause the Company’s actual results to differ significantly from those expressed in any forward- looking statement. Factors that might cause such a difference include, without limitation, the impact of COVID-19 on the global economy, including the Company’s businesses, the Company’s common stock price, the Company’s ability to meet 2023 targets in the amounts expected or at all, whether the Company will capitalize on the powerful secular tailwinds supporting the continued growth and investment in digital infrastructure, whether the Company’s wellness infrastructure segment, including contractual rent collections, will continue to perform well despite ongoing impacts of COVID-19, the Company’s ability to continue driving strong growth in its digital business and accelerating its digital transformation, including whether the Company will continue to lower corporate expenses and achieve earnings rotation through divestment of legacy businesses and assets, the impact of the digital transformation on the Company’s earnings profile, the Company’s ability to collaborate with its partner companies and customers to build the next-generation networks connecting enterprises and consumers globally, whether the Company will realize the anticipated benefits of Wafra’s strategic investment in the Company’s digital investment management business, including whether the Wafra investment will become subject to redemption and the amount of commitments Wafra will make to the Company’s digital investment products, the Company’s ability to raise third party capital in its managed funds or co-investment structures and the pace of such fundraising (including as a result of the impact of COVID-19), whether the DCP II fund raising target will be met, in the amounts anticipated or at all, the performance of DataBank, including zColo, the success and performance of the Company’s future investment product offerings, including a digital credit investment vehicle, whether the Company will realize the anticipated benefits of its investment in Vantage SDC, including the performance and stability of its portfolio, the pace of growth in the Company’s digital investment management franchise, the Company’s ability to continue to make investments in digital assets onto the balance sheet and the quality and earnings profile of such investments, the resilience and growth in demand for digital infrastructure, whether the Company will realize the anticipated benefits of its securitization transactions, the Company’s ability to simplify its business and continue to monetize legacy businesses/OED assets, including the timing and amount of proceeds to be received by the Company, if any, and its impact on the Company’s liquidity, the Company’s ability to consummate the pending hospitality exit transaction and the amount of net proceeds to be received by the Company from the transaction, whether warehoused investments will ultimately be transferred to a managed investment vehicle or at all, the impact of impairments, the level of expenses within the wellness infrastructure segment and the impact on performance for the segment, the ability to and timing of an exit from the Company’s wellness infrastructure segment and CLNC, whether the Company will maintain or produce higher Core FFO per share (including or excluding gains and losses from sales of certain investments) in the coming quarters, or ever, the Company’s FRE and FEEUM and its ability to continue growth at the current pace or at all, whether the Company will continue to pay dividends on its preferred stock, the impact of changes to the Company’s management or board of directors, employee and organizational structure, the Company’s financial flexibility and liquidity, including borrowing capacity under its revolving credit facility (including as a result of the impact of COVID-19), the use of sales proceeds and available liquidity, the performance of the Company’s investment in CLNC (including as a result of the impact of COVID-19), whether the Company will further extend the term of its revolving credit facility, including the CLNC share price as compared to book value and how the Company evaluates the Company’s investment in CLNC, the impact of management changes at CLNC, the Company’s ability to minimize balance sheet commitments to its managed investment vehicles, customer demand for datacenters, the Company's portfolio composition, the Company's expected taxable income and net cash flows, excluding the contribution of gains, the Company’s ability to pay or grow the dividend at all in the future, the impact of any changes to the Company’s management agreements with NorthStar Healthcare Income, Inc., CLNC and other managed investment vehicles, whether Colony Capital will be able to maintain its qualification as a REIT for U.S. federal income tax purposes, the timing of and ability to deploy available capital, including whether any redeployment of capital will generate higher total returns, the Company’s ability to maintain inclusion and relative performance on the RMZ, Colony Capital’s leverage, including the Company’s ability to reduce debt and the timing and amount of borrowings under its credit facility, increased interest rates and operating costs, adverse economic or real estate developments in Colony Capital’s markets, Colony Capital’s failure to successfully operate or lease acquired properties, decreased rental rates, increased vacancy rates or failure to renew or replace expiring leases, increased costs of capital expenditures, defaults on or non-renewal of leases by tenants, the impact of economic conditions (including the impact of COVID- 19 on such conditions) on the borrowers of Colony Capital’s commercial real estate debt investments and the commercial mortgage loans underlying its commercial mortgage backed securities, adverse general and local economic conditions, an unfavorable capital market environment, decreased leasing activity or lease renewals, and other risks and uncertainties, including those detailed in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2019, Quarterly Report on Form 10-Q for the quarter ended March 31, 2020, Quarterly Report on Form 10-Q for the quarter ended June 30, 2020, and Quarterly Report on Form 10-Q for the quarter ended September 30, 2020, each under the heading “Risk Factors,” as such factors may be updated from time to time in our subsequent periodic filings with the U.S. Securities and Exchange Commission (“SEC”). All forward-looking statements reflect Colony Capital’s good faith beliefs, assumptions and expectations, but they are not guarantees of future performance. Additional information about these and other factors can be found in Colony Capital’s reports filed from time to time with the SEC. Colony Capital cautions investors not to unduly rely on any forward-looking statements. The forward-looking statements speak only as of the date of this presentation. Colony Capital is under no duty to update any of these forward-looking statements after the date of this presentation, nor to conform prior statements to actual results or revised expectations, and Colony Capital does not intend to do so. This presentation may contain statistics and other data that has been obtained or compiled from information made available by third-party service providers. Colony Capital has not independently verified such statistics or data. This presentation is for informational purposes only and does not constitute an offer to sell or a solicitation of an offer to buy any securities of Colony Capital. This information is not intended to be indicative of future results. Actual performance of Colony Capital may vary materially.
4 4 Agenda # Section 1 2020 Year In Review 2 2020 Financial Results 3 2021 The Year Ahead 4 Why Own CLNY Today 5 Q&A
5 1 2020 Year In Review
6 Promises Made, Promises Kept Sharp focus throughout the year on the four key pillars of our digital transformation Harvested Legacy Assets & Streamlined Organization Invested in High Quality Digital Assets Built Liquidity & Strengthened Capital Structure Rapidly Grew Digital Investment Management
7 $700M $500M $300M $450M Built Strong Liquidity to Fund Digital Transformation In the face the pandemic, we buried capital constraints by generating almost $2 billion of liquidity to extend maturities, reduce leverage and invest substantial capital into digital infrastructure Transparency with lenders provided continued access to significant revolver and forged trusted partners for the digital strategy Breadth of partnership already expanding in line with original expectations. Wafra has increased overall investment from $400M to $500M Investors in exchangeable notes have also become shareholders in our common equity Achieved the high end of Other Equity & Debt (OED) monetization guidance, at prices in line with revised estimates of value Legacy Asset Monetizations Amended Corporate Revolver Strategic Investment from Wafra New 2025 Exchangeable Notes +$1.9B Liquidity
8 Fix the Debt, The Common Responds Next Management’s decisive actions to stabilize the CLNY capital structure were well received by the credit markets last summer We suggested at the time, you needed to fix the 'Top of the Stack' before the common stock could work Our debt has continued to strengthen and the common stock has started to respond March/April Trough July 31, 2020 February 23, 2021 % Increase From Trough 2021 Convertible Notes 82% 99% - Paid Off 2023 Convertible Notes 75% 92% 101% +35% Colony Preferred Stock (Series I, $25 par) $8.50 $19.76 $23.85 +180% Colony Common Stock $1.41 $1.92 $5.71 +305%
9 Harvested Legacy Assets Hospitality Sale Highlights ▪ Under contract to sell non-core legacy business with minimal expected cash flows for the next two or three years as the lodging market recovers ▪ $2.8B transaction with $67.5M of gross consolidated proceeds to CLNY ▪ Shedding all contingent liabilities and CLNY share of debt of $3.0B(1) with annual cash interest savings of $110M ▪ Anticipate approximately $7M of annual G&A savings Significant Decrease in Debt and Leverage Ratio(1) (1) Decrease in CLNY’s share of debt includes $702 million of CLNY share of debt in the Inland hotel portfolio, which is under receivership and not part of the hospitality portfolio sale. (2) 12/31/19 balance adjusted to exclude Digital investments and depreciation & amortization, which were included as of 12/31/19. Does not include carrying value of CLNC shares. (3) In addition to monetizations, decrease includes impairments net of fundings of preexisting investment commitments. OED Monetizations Significant Decrease in OED(2) ▪ During 2020, monetized 10+ investments for ~$700M achieving the high end of our $600-700M target, notably: ▪ RXR Realty: ~$180M net proceeds from the company’s ~27% interest in RXR Realty, a tristate office operator ▪ Cortland: $125M net proceeds from CLNY’s preferred equity investment in the multifamily platform ▪ Bulk Industrial: $85M net proceeds from the company’s ~51% interest in a portfolio of bulk industrial assets $1.6B $0.9B 57 47 12/31/2019 12/31/2020 # of OED Investments $6.8B $3.9B 12/31/2020 Pro Forma 67% 54% Debt/Assets (1) TOTAL DEBT (CLNY Share)
10 Digital Operating +$1.6B FEEUM ~$550M of equity invested in Digital Operating Companies raising $1.6B+ of new third- party equity $411M TEV $355M FEEUM April 2020 Digital Colony acquires the carve out of three data center campuses to launch a hyperscale platform in Latin America $544M TEV $422M FEEUM January 2020 Digital Colony completes combination of premium outdoor media assets in the United Kingdom +$22B in transaction value in 2020 across all digital infrastructure sectors deploying over $5B of FEEUM Invested In High Quality Digital Assets $14.6B TEV $1.4B FEEUM March 2020 Digital Colony leads significant take- private of leading fiber network provide; 5th largest media & communications LBO $3.5B TEV $1.15B FEEUM $200M CLNY Balance Sheet June 2020 Colony-led investor group acquires majority stake in portfolio of 12 world class North American hyperscale data centers. $2.0B TEV $725M FEEUM February 2020 Vantage Europe embarks upon European expansion; enters five new European markets $600M TEV $468M FEEUM November 2020 Digital Colony acquired telecom infrastructure firm Phoenix Tower do Brasil, adding +2,500 active sites to Highline Investment Management Digital Operating (1) Represents CLNY’s balance sheet investment in DataBank and zColo. $1.4B TEV $471M FEEUM December 2020 $345M CLNY B/S(1) Colony-led investor group funds DataBank’s acquisition of zColo adding 44 data centers
11 ~90% year-over-year growth in digital FEEUM…far exceeding our original 15% guidance for the year Step-Function Growth in Digital FEEUM ▪ Digital Liquid Strategies: ▪ ~$400M of FEEUM across two strategies, both of which have performed well and are poised for growth ▪ Co-Invest: ▪ In 2020 we raised $2.2B of net co-investment capital around Zayo, Vantage SDC, Vantage Europe and zColo ▪ DCP II: ▪ Successful $4.2B first closing exceeds the total size of DCP I. The return of many existing DCP I investors validates their confidence in the team as stewards of their capital. Exceeding ExpectationsHigh Quality Relationships and Fees YoY Growth $8.6B DCP II First Close 12/31/19 12/31/20 Digital Liquid Strategies Co-Invest
12 $1.9B $4.2B $4.1B DCP I DCP II ▪ $1.9B DCP I first close in 2018 resulted in $4.1B total fund size which was the largest digital infrastructure fund to-date ▪ $4.2B DCP II first close in 2021 exceeds DCP I total fund size and is now the largest dedicated digital infrastructure fund Current Capital Commitments Largest digital infrastructure dedicated fund with $4.2B in commitments to date surpassing DCP I in the first closing and reinforcing Digital Colony’s position as the leader in digital infrastructure DCP II First Closing •DCP II Highlights ▪ Significant percentage of existing DCP I investors committed to DCP II validating their confidence our management and Digital strategy DCP I Total Commitments Investors understand the competitive advantages of an operator led portfolio COVID-19 advanced the world’s digital transformation increasing the need and use of digital networks Strong Pipeline of digital investments globally The fund has closed three investments to-date Differentiated Strategy Strong Pipeline High Quality Relationships and Fees DCP I First Close DCP II First Close +$1.5B Total Commitments
13 2020 Financial Results2
14 4Q20 Summary Results (1) Includes Digital Operating and Digital Investment Management segments. Excludes Digital Other segment. (2) Includes $1.25B from sale of light industrial ($ millions except per share & AUM) 4Q19 3Q20 4Q20 Q/Q% FY 2020 Consolidated Revenues $299.1 $316.7 $338.8 +7% $1,236.6 Core FFO (ex Gains/Loss) per share $21.1 $0.04 $17.1 $0.03 $18.2 $0.03 +6% $46.7 $0.09 Net Income (CLNY Shareholder) per share ($26.3) ($0.05) ($205.8) ($0.44) ($140.6) ($0.30) N/M ($2,750.8) ($5.81) AUM ($B) % Digital $41.7 33% $46.8 50% $52.0 58% +11% +8% $52.0 58% Legacy Monetizations $1,383 $47 $311 N/M $698 Consolidated Revenues CLNY share of Revenues $25.9 $21.1 $118.7 $29.4 $151.9 $37.6 +28% +28% $397.7 $124.2 Consolidated FRE / Adjusted EBITDA CLNY share of FRE / Adjusted EBITDA $14.9 $12.8 $54.5 $13.3 $65.1 $11.9 +20% -11% $171.6 $51.0 Core FFO (ex Gains/Loss) per share $10.9 $0.02 $10.1 $0.02 $7.9 $0.01 -21% -21% $38.1 $0.07 AUM ($B) $13.8 $23.3 $30.0 +29% $30.0 Core Digital Segments(1) Total Company (2)
15 Consolidated Digital Adjusted FRE / Adjusted EBITDA(1)Core Digital Revenues(1) Digital Earnings Summary Consolidated Digital Revenues increased to $152M in 4Q20, driven by acquisitions of Vantage SDC in 3Q20 and zColo in 4Q20 for Digital Operating and new fees from the first closing of DCP II(2) ▪ 4Q20 fee revenues included a partial quarter of fees for DCP II of $4M, which would have been $10M for the full quarter. Consolidated Digital Adjusted FRE and Adjusted EBITDA increased to $71M during 4Q20 ▪ 4Q20 FRE was $10.3M excluding a $5.7M one-time outperformance incentive for the successful DCP II capital raise ▪ Inclusive of a full quarter of fees of DCP II fees, FRE would have been ~$16M and the FRE margin would have been 52% $8M $45.6 $60.5 $12.3 $8.9 $10.3 $14.9 $54.5 $70.8 57% 46% 47% 4Q19 3Q20 4Q20 Digital Operating Digital Adjusted FRE Combined Margin $98.6 $127.5 $19.9 $20.1 $24.4 $25.9 $118.7 $151.9 4Q19 3Q20 4Q20 Digital Operating Digital IM (1) Includes Digital Operating and Digital Investment Management segments. Excludes Digital Other segment. (2) $3.2B of the DCP II capital raise occurred in 4Q20. (3) 4Q20 FRE has been adjusted to add back a $5.7M one-time outperformance incentive for successful DCP II capital raise. ($ in millions) ($ in millions) 100% 69% 69% 20% 16% 16% CLNY % Digital IM Digital Operating 100% 69% 69% 20% 15% 16% Q/Q Q/Q 3
16 $6.8B $7.7B $7.7B $8.6B $12.8B 43% 46% 48% 49% 64% 4Q19 1Q20 2Q20 3Q20 4Q20 $13.8B $20.6B $21.6B $23.3B $30.0B 33% 43% 47% 50% 58% 4Q19 1Q20 2Q20 3Q20 4Q20 +29% Q/Q 58% 42% 32% 68% $41.7B 4Q19 Total AUM Rapid Expansion of Digital AUM and FEEUM Digital - Assets Under Management (AUM) Fee Earning Equity Under Management (FEEUM) Digital as % of Total Company AUM Digital as % of Total Company FEEUM $52.0B 4Q20 Legacy AUM Digital AUM +$16B Digital AUM ~115% and ~90% YTD growth in AUM and FEEUM, respectively • AUM growth driven by 1) the deployment of capital in DCP I to include debt capitalization of new investments, particularly in Zayo with corresponding co-investment capital, 2) the first closing of DCP II and 3) the investment of balance sheet capital in Digital Operating • FEEUM growth driven by $6B of net FEEUM increase from 1) DCP II first closing, 2) Vantage, zColo and Zayo coinvest transactions and 3) Digital liquid strategies Pro forma for sale of hospitality, Digital AUM will represent more than 60% of total AUM +50% Q/Q
17 $200M $314M 2021 2022 2023 2024+ Extending Maturities, Maximizing Liquidity Significant Liquidity for Digital TransformationManaging Corporate Liabilities (1) Excludes $65M of corporate and convertible debt maturing in January 2021, which the Company paid off. Weighted average maturity and interest rate excludes preferred equity. (2) Represents the Company’s share of corporate cash, which is calculated as consolidated cash of $704M as of 12/31/20 excluding $206M of cash from noncontrolling interest entities and $210M of the Company’s share of cash at subsidiaries as of 12/31/20, plus the full availability of the Company’s $450M corporate revolver as of 12/31/20, which will decrease to $400M on 3/31/21 based on the terms of the revolver. (3) Assumes maintenance of $450M revolver capacity for illustrative purposes. ▪ No corporate debt maturities until 2023(1) ▪ 3.8 years of weighted average maturity(1) ▪ 5% weighted average interest rate(1) 12/31/20 Liquidity(2) Estimated Monetizations 12/31/21 Estimated Gross Liquidity(3) Corporate Debt Maturities ~$400M ~$1,135M R A N G E ▪ Anticipate accumulation of $1.1 to $1.3B of gross liquidity PRIOR to any anticipated uses for the digital transformation, deleveraging and general corporate purposes ▪ Potential for additional proceeds to the extent strategic opportunities arise at CLNC and Wellness Infrastructure Clear Path to Digital
18 Significant Run-Rate Cost Savings Achieved Simplification of Cost Structure and G&A Also executing on the Digital transformation within corporate operations Cash Comp & Admin., -$31M Cash Comp & Admin., -$42M Stock Comp, -$9M Stock Comp, -$13M -$40M -$55M 22 185K 16 146K # of Offices Total SqFt Beginning of Year End of Year Headcount Rotation 376 53 300 79 Non-Digital & Corporate Digital Beginning of Year End of Year -20% (-76) +49% (+26) -27% (-6) -21% (-39K) Right-Sizing the CLNY Office Footprint Communicated Plan Achieved During 2020
19 $40M $38M $40M $41M $66M 1Q20 2Q20 3Q20 4Q20 PF 4Q20 $76M $79M $85M $100M $125M 1Q20 2Q20 3Q20 4Q20 PF 4Q20 $36M $34M $62M $84M $124M 1Q20 2Q20 3Q20 4Q20 PF 4Q20 $13M $13M $28M $39M $56M 1Q20 2Q20 3Q20 4Q20 PF 4Q20 Consistent and Steady Growth Through 2020… 2020 represents the first full year of Digital investment management results, which reflects the investment in professionals to support future capital raising and product growth Managed to generate consistent revenues and earnings with growth now beginning to manifest Steady and strong growth in revenues and earnings due to continued rotation of CLNY’s balance sheet into high quality digital assets Notably Vantage SDC in July 2020 and zColo in December 2020 Annualized Digital Fee Revenues Annualized Digital IM FRE1 Annualized Digital Operating Revenues Annualized Digital Operating EBITDA Investment Management Digital Operating (CLNY OP) (1) Annualization of quarterly results are adjusted for certain one-time events, aside from those noted in footnotes 2 and 3. (2) Pro-forma annualizes the contractual fee revenues from the DCP II third-party capital raising first close. PF 4Q20 FRE also excludes the $5.7M one-time outperformance incentive for successful DCP II capital raising. (3) 4Q20 FRE has been adjusted to add back $5.7M one-time outperformance incentive for successful DCP II capital raising. (4) PF 4Q20 Digital Operating revenues and EBITDA annualizes the stub period results of the zColo acquisition in December 2020. 32 2 3 3
20 $23M $53M $175M $58M $225M 2020 Actual 2021 Guidance 2023 Targets $39M $80M $80M $85M $110M 2020 Actual 2021 Guidance 2023 Targets $84M $140M $150M $150M $200M 2020 Actual 2021 Guidance 2023 Targets $54M $125M $400M $135M $500M 2020 Actual 2021 Guidance 2023 Targets …Tracking to 2021 Guidance and 2023 Targets Continued DCP II capital raising, among other products planned for the year, to contribute meaningful growth to Digital IM revenues and FRE with an anticipated $3.5 to $4.0B of capital raise during 2021 2023 target is anticipated to be achieved through final closing of DCP II and expansion of other products and scope of Colony’s investment offerings Additional earnings to be driven by organic growth, bolt on acquisitions and new balance sheet investments Capital for new balance sheet investments to be partially funded by an anticipated $400 to $600M of monetizations during 2021 as well as monetizations of other legacy businesses 20-30% Projected Annual Growth Annualized Digital Fee Revenues Annualized Digital IM FRE R A N G E R A N G E R A N G E R A N G E Investment Management Digital Operating (CLNY OP) (1) 2020 has been adjusted to add back $5.7M one-time outperformance incentive for successful DCP II capital raising. (2) Represents solely full year contributions of existing investments without consideration of new deployment 1 30-40% Projected Annual Growth Organic growth and acquisitions to drive significant growth Annualized Digital Operating Revenues Annualized Digital Operating EBITDA Organic growth and acquisitions to drive significant growth 22
21 Full Year 2021 Guidance Summary ($ millions, except where noted) Low High Digital IM Fee Revenue $140 $150 Digital Operating Revenue (CLNY OP Share) $125 $135 Total Digital Revenues $265 $285 Digital IM FRE $80 $85 Digital Operating EBITDA (CLNY OP Share) $53 $58 Total Digital FRE / EBITDA $133 $143 Digital IM Capital Raise ($ in billions) $3.5B $4.0B Monetizations $400 $600 Digital FRE / EBITDA Digital Revenues Other
22 2021 The Year Ahead3
23 Wellness CLNC Legacy OED / IM Digital Wellness CLNC Hotel Legacy OED / IM Digital Digital Transformation is Accelerating 58% Digital 4Q20 Actual Pro Forma(1) 67% Digital (1) Pro Forma AUM is representative of total company AUM following the completion of the hotel portfolio transaction (including the company’s position in the THL portfolio), as well as the reduction in Other Equity & Debt (“OED”) and Legacy IM, resulting from 2021 forecasted monetizations. Furthermore, pro forma digital AUM includes an incremental $3.75B, which represents the midpoint of the company’s 2021 capital raise guidance. Hotel Sale Closes 2021 OED Monetization 2021 New Digital FEEUM Guidance ~20% of Total AUM Digital Transformation Legacy monetizations and growing digital FEEUM take CLNY to 2/3 rotated... before we harvest Wellness and CLNC
24 2021: Four Key Digital Tailwinds 5G CLOUD $1.1T in New Global Mobile Capex $88B in 2021 Cloud Infrastructure Capex Increasing to IOT EDGE Connected Devices 1.6M EDGE SERVERS ON THE EDGE IN 2028 Source: GSMA The Mobile Economy March 2020, Cisco Report, Source: Credit Suisse, September 2020; Cowen and Company BILLION BILLION BILLION Will support 10% of cloud workloads by 2028
25 Active Into An Improving Macro Backdrop Digital Colony is well positioned to continue investing in high quality digital businesses into 2021 and beyond Digital Colony's ability to form and deploy capital into new themes and ideas across digital infrastructure is more powerful and relevant than ever ▪ We deployed $22B in 2020, putting over $5B of FEEUM to work ▪ In 2021, we expect to grow FEEUM by at least another $3.5-4.0B ▪ 40 pipeline opportunities and growing...companies, management teams, and other investors want to partner with the leading company in digital infrastructure Original Growth Path For illustrative purposes only OUR IM BUSINESS NEVER BEEN BUSIER 3 deals closed in Q4-2020 3 NEW deals in exclusivity 40 pipeline opportunities Cloud 5G Edge AI Secular trends, accelerated by COVID-19, are driving growth higher 2021
26 Continuing to Grow Our Digital IM Franchise Long-term contracted fee streams drive stable, predictable earnings that compound over time $13B Digital Bridge ▪ 6 separately capitalized companies ▪ Formed the original base for growth Credit • In house digital credit team • Intend to form capital around them in 2021 NEW STRATEGIES Liquid • Managing ~$400M FEEUM now, generating alpha across both of our strategies 2019 2020 2021 DCP I ▪ Flagship equity fund ▪ Now almost fully committed Co-invest ▪ An important commitment to our investors ▪ Boosts our firepower DCP II ▪ $4.2B first close Feb 2021 ▪ Actively deploying already ▪ $6.0 billion target $3.5B - $4B $17B
27 Investment Case Comes Together CLNY 2.0 SHARE OUR VISION New management building the next great digital infrastructure platform, creating value for shareholders as it transforms a diversified REIT across many real estate verticals to a new focused digital REIT As a complex organization is streamlined, a high- growth digital business with predictable earnings and attractive returns on invested capital emerges. The transition is aligned with strong secular tailwinds, supported by the broadest, deepest management team in digital infrastructure, and based on a differentiated strategy centered around next generation networks built to serve rapid growth in 5G, IOT, cloud, and edge compute demand Shareholder Value Predictable Earnings Differentiated Strategy Virtual Investor Day May 2021 EDGE IOT • How are we levered to key thematics - Edge, 5G, Convergence • Our customer-led approach • The Team - breadth & depth • Digital Colony value-add
28 Why Own CLNY Today4
29 1. Fastest Growing digital REIT 2. Converged Vision for Network Infrastructure allowing investors to participate in the entire ecosystem 3. Leadership and experience matter: CLNY has the deepest bench in the sector, and this gives us a decided advantage as we invest, finance, and operate our businesses 4. We are executing a best-in-class ESG framework that delivers social impact for our employees, customers and investors 1 2 3 4 THE COLONY DIFFERENCE
30 Colony Capital delivers a series of customer solutions focused on next-generation mobile and internet connectivity solutions through a converged network experience A Global Digital REIT Focused on Converged Networks Traditional Siloed Digital Infrastructure Approach Macro Site Data Centers Small Cells Optic Fiber Today’s Infrastructure 3G and 4G: Coverage and Densification Next Gen Networks 5G and Beyond: Performance, Speed, and ON DEMAND Hyper-Converged Digital Architecture
31 Between the balance sheet and investment management, we have assembled a diverse global portfolio of digital infrastructure assets equating to $30.0B in AUM 31 Notes: All figures as of December 31, 2020 except otherwise noted. (1) CLNY balance sheet has a combined exposure to DCP I and DCP II of $245M of which $94M has been funded as of February 2021; (2) “Active sites” represents owned and other revenue generating sites, while “total sites” includes other sites on which the company has marketing/management rights; for Digita, “total sites” includes certain micro data centers and IoT sites; for Wildstone, “active sites” represents the number of revenue generating panels; (3) Includes contracted and in construction (“CIC”) networks; (4) Includes under construction sites and signed but not closed transactions; (5) Includes BBNB (contracted) sites and other active near-term pipeline opportunities. Digital Colony Partners II 2013 2014 2015 2016 /2017 2016 /2020 2017 2017 2018 2018 2019 2019 2019 2020 2020 2020 2020 2020 ~2,400 active sites ~5,100 total sites(2) ~7,000 active sites ~310,000 total sites(2) ~33,100 nodes(3) ~420 networks(3) ~3,600 route miles fiber(3) ~3,000 active sites ~39,000 total sites(2) 64 data centers(4) 12 stabilized data centers (separated in 2020) 2 operating hyper scale campuses; 4 currently under dev. ~5,000 nodes ~5,000 towers(5) ~150 networks(5) ~300 tower sites ~1,900 total sites(2) 14 data centers ~3,200 on- net locations ~2,400 route miles ~3,300 active sites ~4,100 total sites(2),(3) ~3,000 active sites 126,000+ route miles, ~40,200 on-net buildings 2 operating hyper scale campus; 4 currently under dev. 2 operating hyper scale campus 1 currently under dev. 3 Data Center and Tower Companies Towers Towers Small Cells Towers Enterprise DC Hyperscale DC Hyperscale DC Small Cells Towers Enterprise DC Fiber Towers Outdoor Digital Infra Fiber Hyperscale DC Hyperscale DC Various 19 Distinct Digital Operating Companies/Platforms Across Four Capital Sources ( ) Capital Source Earnings Stream DBH Legacy Cos. Mgmt. Fees DCP I/DCP II(1) Mgmt. Fees & Carried Interest Co-Invest Capital Mgmt. Fees & Carried Interest CLNY Balance Sheet Investment Earnings Digital Colony Universe: What We've Built...So Far
32 The Deepest Team with a Singular Focus F IBER & SMALL CELL TEAMD A T A C ENTER TEAM TO WER TEAM Raul Martynek Senior Advisor CEO of DataBank Sureel Choksi Senior Advisor Board Member of Zayo and Scala; President and CEO of Vantage Brokaw Price Operating Partner A 20+ year veteran in the data center sector Alex Gellman Senior Advisor Board Member of Highline and FreshWave; CEO of Vertical Bridge Graham Payne Senior Advisor CEO of FreshWave Group. Jose Sola Senior Advisor CEO of Mexico Tower Partners Daniel Seiner Senior Advisor CEO of Andean Telecom Partners Fernando Viotti Senior Advisor CEO of Highline NORTH AMERICA NORTH AMERICA SOUTH AMERICA EUROPE Marc Ganzi Chief Executive Officer Jacky Wu Chief Financial Officer Ben Jenkins CIO, Digital Investment Management Kevin Smithen Global Head of Strategy and Capital Formation Justin Chang CIO, Digital Balance Sheet Investments Severin White Head of Public Investor Relations REVAMP OF SENIOR MANAGEMENT Leading transformation to Colony 2.0 GLOBAL INDUSTRY LEADERS SECOND TO NONE >95 data centers >135k fiber route miles ~350k tower sites >35k small cell nodes Steve Smith Senior Advisor CEO of Zayo Group Jim Hyde Senior Advisor CEO of ExteNet Systems David Pistacchio Operating Partner Chairman of Beanfield; Board Member of Aptum and Zayo Murray Case Operating Partner Chairman of Scala Data Centers Dan Armstrong Senior Advisor CEO and Board Member of Beanfield Technologies EXPERIENCED DIGITAL INVESTMENT TEAM S INGAP O RE Wilson Chung Principal LO ND O N Manjari Govada Vice President James Burke Principal NEW YO RK Hayden Boucher Principal Scott McBride Principal Sadiq Malik Managing Director Tom Yanagi Managing Director Geoff Goldschein Managing Director, General Counsel B O C A RATO N Geneviève Maltais-Boisvert Principal Warren Roll Managing Director Leslie Golden Managing Director Jeff Ginsberg Managing Director & CAO NORTH AMERICA SOUTH AMERICA Steven Sonnenstein Managing Director Jon Mauck Managing Director Michael Foust Senior Advisor Chairman of Databank and Vantage Marcos Peigo Senior Advisor CEO of Scala Data Centers SOUTH AMERICA GLOBAL Brian Lee Treasurer & Head of Corporate Finance Donna L. Hansen Chief Admin Officer & Global Head of Tax Dean Criares Managing Director Digital Credit 32 Liam Stewart Managing Director & COO Richard Coyle Senior Advisor COO of ExteNet Systems
33 DCP integrates ESG analysis into the due diligence of potential investments. Reports include key company-level and macro ESG risks and opportunities A Commitment to Our Shared Future CLNY NET ZERO 2030 DEI PROGRESS TARGET NET ZERO GREENHOUSE GAS EMISSIONS BY 2030 ACROSS THE ENTIRE COLONY DIGITAL ECO-SYSTEM Partner Organizations TANGIBLE RESULTS HELP BUILD A DIVERSE, TALENTED WORKFORCE THROUGH MENTORSHIPS, INTERNSHIPS, RECRUITING AND CAREERS/COMPENSATION DEFINE ESG METRICS FOR ALL PORTFOLIO COMPANIES AND COLLECT, ANALYZE AND REPORT THE DATA Vertical Bridge became the world’s first carbon neutral tower company in June 2020 Hosting a Climate Corps fellow from Environmental Defense Fund in 2021 Committed to a net zero carbon footprint by December 2021 Steering committee coordinates various DE&I programs with a focus on scalable initiatives at CLNY ESG has been a central part of Colony’s operating framework, providing impact at every level of our organization We have partnered with and become a member of several organizations to ensure that the company has best in industry ESG Nov 2020 Announces 100% of its energy consumption to renewable and certified source Partner Organizations Our four pillars of diversity focus on: 1. Mentorship 2. College Internship Program 3. Recruiting 4. Career Path / Promotions
34 5 Q&A Session
35 Non-GAAP Reconciliations Total CLNY Core Digital Segments (5) for the Year Ended for the Three Months Ended for the Year Ended Core Funds from Operations (in thousands, except per share) December 31, 2020 September 30, 2020 December 31, 2019 December 31, 2020 December 31, 2020 September 30, 2020 December 31, 2019 December 31, 2020 Net income (loss) attributable to common stockholders $ (140,575) $ (205,784) $ (26,251) $ (2,750,782) $ (3,801) $ (3,067) $ 1,932 $ (11,024) Adjustments for FFO attributable to common interests in Operating Company and common stockholders: Net income (loss) attributable to noncontrolling common interests in Operating Company (15,411) (22,651) (2,867) (302,720) (413) (337) 206 (1,207) Real estate depreciation and amortization 136,245 162,705 118,253 561,195 75,389 70,474 1,576 199,226 Impairment of real estate 31,365 142,767 60,273 1,956,662 – – – – Gain from sales of real estate (26,566) (12,332) (1,449,040) (41,912) – – – – Less: Adjustments attributable to noncontrolling interests in investment entities (79,874) (146,905) 910,702 (638,709) (63,359) (60,086) (1,237) (165,984) FFO attributable to common interests in Operating Company and common stockholders (94,816) (82,200) (388,930) (1,216,266) 7,816 6,984 2,477 21,011 Adjustments for Core FFO attributable to common interests in Operating Company and common stockholders: (41,101) (10,529) 637 (65,000) – – – – 6,464 7,546 399,999 503,337 (221) 3,832 – 3,611 CLNC Distributable Earnings adjustments (2) (31,473) (27,256) (5,401) 212,587 – – – – Equity-based compensation expense 8,689 8,380 20,154 36,642 1,378 338 20 3,283 Straight-line rent revenue and expense (6,404) (6,282) (5,735) (19,953) (3,504) (2,821) 20 (3,615) Amortization of acquired above- and below-market lease values, net (1,224) (1,376) (9,991) (6,828) 974 790 – 1,987 Amortization of deferred financing costs and debt premiums and discounts 25,017 4,382 49,253 54,336 16,797 (3,208) – 13,589 Unrealized fair value losses on interest rate and foreign currency hedges, and foreign currency (1,465) 1,952 (889) 11,826 91 (87) – 4 Acquisition and merger-related transaction costs 2,272 7,963 (944) 11,706 – 5 685 1,022 Restructuring and merger integration costs (3) 33,174 6,839 16,684 68,733 5 – – 5 Preferred share redemption costs – – (5,150) - – – – – Amortization and impairment of investment management intangibles 8,315 8,849 8,640 37,971 6,344 6,319 5,595 28,306 Non-real estate fixed asset depreciation, amortization and impairment 12,865 3,873 1,922 34,851 3,218 2,714 286 8,661 Gain on consolidation of equity method investment – – – – – – – – Amortization of gain on remeasurement of consolidated investment entities – – 6 12,996 – – – – Tax effect of Core FFO adjustments, net (317) (5,410) (7,864) (3,015) 898 (4,391) 2,033 (13,327) Less: Adjustments attributable to noncontrolling interests in investment entities 6,782 6,572 (24,801) 1,964 (25,891) (409) (199) (26,458) Less: CFFO from discontinued operations 21,491 13,086 (47,904) 57,450 – – – – Core FFO attributable to common interests in Operating Company and common stockholders $ (51,731) $ (63,611) $ (314) $ (266,663) $ 7,905 $ 10,066 $ 10,917 $ 38,079 Less: Core FFO (gains) losses 69,928 80,752 21,383 313,383 – – – – Core FFO ex-gains/losses attributable to common interests in Operating Company and common stockholders $ 18,197 $ 17,141 $ 21,069 $ 46,720 $ 7,905 $ 10,066 $ 10,917 $ 38,079 Core FFO per common share / common OP unit (4) $ (0.10) $ (0.12) $ (0.00) $ (0.50) $ 0.01 $ 0.02 $ 0.02 $ 0.07 Core FFO ex-gains/losses per common share / common OP unit (4) $ 0.03 $ 0.03 $ 0.04 $ 0.09 $ 0.01 $ 0.02 $ 0.02 $ 0.07 W.A. number of common OP units outstanding used for Core FFO per common share and OP unit (4) 536,694 536,516 541,263 537,393 536,694 536,516 541,263 537,393 for the Three Months Ended _________ Gains and losses from sales of depreciable real estate within the Other segment, net of depreciation, amortization and impairment previously adjusted for FFO (1) Gains and losses from sales of investment management businesses and impairment write-downs associated investment management __ __ (1) For the three months ended December 31, 2020, September 30, 2020 and December 31, 2019, net of $43.1 million consolidated or $10.4 million CLNY OP share, $23.7 million consolidated or $8.9 million CLNY OP share and $18.0 million consolidated or $9.6 million CLNY OP, respectively, of depreciation, amortization and impairment charges previously adjusted to calculate FFO. For the twelve months ended December 31, 2020, net of $90.5 million consolidated or $52.2 million CLNY OP share of depreciation, amortization and impairment charges previously adjusted to calculate FFO. (2) Represents adjustments to align the Company’s Core FFO and with CLNC’s definition of Distributable Earnings and to reflect the Company’s percentage interest in the respective company's earnings. (3) Restructuring and merger integration costs primarily represent costs and charges incurred as a result of corporate restructuring and reorganization to implement the digital evolution. These costs and charges include severance, retention, relocation, transition, shareholder settlement and other related restructuring costs, which are not reflective of the Company’s core operating performance and the Company does not expect to incur these costs subsequent to the completion of the digital evolution. (4) Calculated based on weighted average shares outstanding including participating securities and assuming the exchange of all common OP units outstanding for common shares. (5) Includes Digital Operating and Digital Investment Management segments; excludes Digital Other.
36 Non-GAAP Reconciliations (1) CLNY’s share of the $5.7M one-time outperformance incentive was $4.9M, which is based on the partial year CLNY owned 100% of the Digital investment management business prior to the Wafra investment. Three Months Ended Twelve Months Ended (In thousands) December 31, 2020 September 30, 2020 December 31, 2019 December 31, 2020 CLNY Share of Core Digital Revenues Total Revenues $151,921 $118,686 $25,890 $397,703 Less: Non-controlling interest (114,360) (89,283) (4,805) (273,509) CLNY pro-rata share of Revenues $37,561 $29,403 $21,085 $124,194 Digital Net Income (Loss) Digital Investment Management $1,840 $3,539 $2,551 $9,793 Digital Operating (52,902) (38,479) (692) (130,818) Digital Other 19,788 6,757 (4,636) 35,802 Digital Net Income (Loss) ($31,274) ($28,183) ($2,777) ($85,223) Digital Investment Management FRE Determined as Follows Net income (loss) $1,840 $3,539 $2,551 $9,793 Adjustments: – Interest income (1) (2) (34) (37) Interest expense – – 1,645 – Depreciation and amortization 6,421 10,259 5,655 29,887 Compensation expense—equity-based & incentive 1,649 1,101 – 4,021 Administrative expenses—straight-line rent (1) 14 18 45 Fee Income — intercompany 862 – – 862 Investment and services expense 204 – – 204 Placement fee 1,202 – – 1,202 Transaction Costs – – $378 – Equity method earnings (losses) (6,744) (6,134) 103 (13,038) Other gain (loss), net (102) (32) 11 (170) Income tax expense (benefit) (757) 144 2,004 59 Fee related earnings $4,573 $8,889 $12,331 $32,828 Add: one-time incentive 5,701 – – 5,701 Fee related earnings (adjusted) $10,274 $8,889 $12,331 $38,529 Fee income $24,191 $20,048 $19,106 $83,356 Fee Income — intercompany 862 – – 862 Other income 183 87 712 1,026 Compensation expense—cash (18,353) (9,414) (4,909) (43,939) Administrative expenses (2,310) (1,832) (2,578) (8,477) Fee related earnings 4,573 8,889 12,331 32,828 CLNY ownership 44.8% (1) 70.9% 100.0% 84.4% CLNY pro-rata share of FRE 2,051 6,306 12,331 27,723 Three Months Ended Twelve Months Ended (In thousands) December 31, 2020 September 30, 2020 December 31, 2019 December 31, 2020 Digital Operating Adjusted EBITDA Determined as Follows Net income (loss) from continuing operations ($52,902) ($38,479) ($692) ($130,818) Adjustments: – Interest expense 41,815 18,589 1,272 77,976 Income tax (benefit) expense (6,967) (6,091) 10 (21,461) Depreciation and amortization 78,554 73,107 1,804 210,263 Other (gain) loss 200 45 – 245 EBITDAre 60,700 47,171 2,394 136,205 Straight-line rent expenses and amortization of above- and below-market lease intangibles (2,607) (2,106) – (1,996) Interest income (80) – (80) Amortization of leasing costs – – – (1,218) Compensation expense—equity-based 728 148 – 1,172 Installation services 429 (65) – 1,146 Restructuring & integration costs 803 470 – 2,269 Transaction, investment and servicing costs 564 (50) 130 1,287 Adjusted EBITDA $60,537 $45,568 $2,524 $138,785 CLNY ownership 16.2% 15.2% 20.0% 16.8% CLNY pro-rata share of Adjusted EBITDA $9,800 $6,948 $505 $23,290
37 Important Note Regarding Non-GAAP Financial Measures This presentation includes certain “non-GAAP” supplemental measures that are not defined by generally accepted accounting principles, or GAAP, including the financial metrics defined below, of which the calculations may from methodologies utilized by other REITs for similar performance measurements, and accordingly, may not be comparable to those of other REITs. FFO: The Company calculates funds from operations (“FFO”) in accordance with standards established by the Board of Governors of the National Association of Real Estate Investment Trusts, which defines FFO as net income or loss calculated in accordance with GAAP, excluding (i) extraordinary items, as defined by GAAP; (ii) gains and losses from sales of depreciable real estate; (iii) impairment write-downs associated with depreciable real estate; (iv) gains and losses from a change in control in connection with interests in depreciable real estate or in-substance real estate, plus (v) real estate-related depreciation and amortization; and (vi) including similar adjustments for equity method investments. Included in FFO are gains and losses from sales of assets which are not depreciable real estate such as loans receivable, equity method investments, as well as equity and debt securities, as applicable. Core FFO: The Company computes core funds from operations (Core FFO) by adjusting FFO for the following items, including the Company’s share of these items recognized by its unconsolidated partnerships and joint ventures: (i) gains and losses from sales of depreciable real estate within the Other segment, net of depreciation, amortization and impairment previously adjusted for FFO; (ii) gains and losses from sales of investment management businesses and impairment write-downs associated investment management; (iii) equity-based compensation expense; (iv) effects of straight-line rent revenue and expense; (v) amortization of acquired above- and below-market lease values; (vi) debt prepayment penalties and amortization of deferred financing costs and debt premiums and discounts; (vii) unrealized fair value gains or losses on interest rate and foreign currency hedges, and foreign currency remeasurements; (viii) acquisition and merger related transaction costs; (ix) restructuring and merger integration costs; (x) amortization and impairment of finite-lived intangibles related to investment management contracts and customer relationships; (xi) gain on remeasurement of consolidated investment entities and the effect of amortization thereof; (xii) non-real estate fixed asset depreciation, amortization and impairment; (xiii) change in fair value of contingent consideration; and (xiv) tax effect on certain of the foregoing adjustments. Beginning with the first quarter of 2018, the Company’s Core FFO from its interest in Colony Credit Real Estate (NYSE: CLNC) represented its percentage interest multiplied by CLNC’s Distributable Earnings (previously referred to as Core Earnings). Refer to CLNC’s filings with the SEC for the definition and calculation of Distributable Earnings. Beginning in the fourth quarter of 2020, the Company excluded results from discontinued operations in its calculation of Core FFO and applied this exclusion to prior periods. The Company computes Core FFO ex-gains by adjusting Core FFO to exclude gains and losses from the Company’s Other segment. FFO and Core FFO should not be considered alternatives to GAAP net income as indications of operating performance, or to cash flows from operating activities as measures of liquidity, nor as indications of the availability of funds for our cash needs, including funds available to make distributions. FFO and Core FFO should not be used as supplements to or substitutes for cash flow from operating activities computed in accordance with GAAP. The Company’s calculations of FFO and Core FFO may differ from methodologies utilized by other REITs for similar performance measurements, and, accordingly, may not be comparable to those of other REITs. The Company uses FFO and Core FFO as supplemental performance measures because, in excluding real estate depreciation and amortization and gains and losses from property dispositions, it provides a performance measure that captures trends in occupancy rates, rental rates, and operating costs. The Company also believes that, as widely recognized measures of the performance of REITs, FFO and Core FFO will be used by investors as a basis to compare its operating performance with that of other REITs. However, because FFO and Core FFO exclude depreciation and amortization and capture neither the changes in the value of the Company’s properties that resulted from use or market conditions nor the level of capital expenditures and leasing commissions necessary to maintain the operating performance of its properties, all of which have real economic effect and could materially impact the Company’s results from operations, the utility of FFO and Core FFO as measures of the Company’s performance is limited. FFO and Core FFO should be considered only as supplements to GAAP net income as a measure of the Company’s performance. Additionally, Core FFO excludes the impact of certain fair value fluctuations, which, if they were to be realized, could have a material impact on the Company’s operating performance. The Company also presents Core FFO excluding gains and losses from sales of certain investments as well as its share of similar adjustments for CLNC. The Company believes that such a measure is useful to investors as it excludes periodic gains and losses from sales of investments that are not representative of its ongoing operations. Digital Operating Earnings before Interest, Taxes, Depreciation and Amortization for Real Estate (EBITDAre) and Adjusted EBITDA: The Company calculates EBITDAre in accordance with the standards established by the National Association of Real Estate Investment Trusts, which defines EBITDAre as net income or loss calculated in accordance with GAAP, excluding interest, taxes, depreciation and amortization, gains or losses from the sale of depreciated property, and impairment of depreciated property. The Company calculates Adjusted EBITDA by adjusting EBITDAre for the effects of straight- line rental income/expense adjustments and amortization of acquired above- and below-market lease adjustments to rental income, equity-based compensation expense, restructuring and integration costs, transaction costs from unsuccessful deals and business combinations, litigation expense, the impact of other impairment charges, gains or losses from sales of undepreciated land, and gains or losses on early extinguishment of debt and hedging instruments. Revenues and corresponding costs related to the delivery of services that are not ongoing, such as installation services, are also excluded from Adjusted EBITDA. The Company uses EBITDAre and Adjusted EBITDA as supplemental measures of our performance because they eliminate depreciation, amortization, and the impact of the capital structure from its operating results. However, because EBITDAre and Adjusted EBITDA are calculated before recurring cash charges including interest expense and taxes and are not adjusted for capital expenditures or other recurring cash requirements, their utilization as a cash flow measurement is limited. Fee Related Earnings (“FRE”): The Company calculates FRE for its investment management business within the digital segment as base management fees, other service fee income, and other income inclusive of cost reimbursements, less compensation expense (excluding equity-based compensation), administrative expenses (excluding fund raising placement agent fee expenses), and other operating expenses related to the investment management business. The Company uses FRE as a supplemental performance measure as it may provide additional insight into the profitability of the overall digital investment management business. FRE is presented prior to the deduction for Wafra's 31.5% interest. Net Operating Income (“NOI”): NOI for our real estate segments represents total property and related income less property operating expenses, adjusted for the effects of (i) straight-line rental income adjustments; (ii) amortization of acquired above- and below-market lease adjustments to rental income; and (iii) other items such as adjustments for the Company’s share of NOI of unconsolidated ventures. The Company believes that NOI is a useful measure of operating performance of its respective real estate portfolios as it is more closely linked to the direct results of operations at the property level. NOI also reflects actual rents received during the period after adjusting for the effects of straight-line rents and amortization of above- and below- market leases; therefore, a comparison of NOI across periods better reflects the trend in occupancy rates and rental rates of the Company’s properties. NOI excludes historical cost depreciation and amortization, which are based on different useful life estimates depending on the age of the properties, as well as adjust for the effects of real estate impairment and gains or losses on sales of depreciated properties, which eliminate differences arising from investment and disposition decisions. This allows for comparability of operating performance of the Company’s properties period over period and also against the results of other equity REITs in the same sectors. Additionally, by excluding corporate level expenses or benefits such as interest expense, any gain or loss on early extinguishment of debt and income taxes, which are incurred by the parent entity and are not directly linked to the operating performance of the Company’s properties, NOI provides a measure of operating performance independent of the Company’s capital structure and indebtedness. However, the exclusion of these items as well as others, such as capital expenditures and leasing costs, which are necessary to maintain the operating performance of the Company’s properties, and transaction costs and administrative costs, may limit the usefulness of NOI. NOI may fail to capture significant trends in these components of U.S. GAAP net income (loss) which further limits its usefulness. NOI should not be considered as an alternative to net income (loss), determined in accordance with U.S. GAAP, as an indicator of operating performance. In addition, the Company’s methodology for calculating NOI involves subjective judgment and discretion and may differ from the methodologies used by other comparable companies, including other REITs, when calculating the same or similar supplemental financial measures and may not be comparable with other companies. Pro-rata: The Company presents pro-rata financial information, which is not, and is not intended to be, a presentation in accordance with GAAP. The Company computes pro-rata financial information by applying its economic interest to each financial statement line item on an investment-by- investment basis. Similarly, noncontrolling interests’ share of assets, liabilities, profits and losses was computed by applying noncontrolling interests’ economic interest to each financial statement line item. The Company provides pro-rata financial information because it may assist investors and analysts in estimating the Company’s economic interest in its investments. However, pro-rata financial information as an analytical tool has limitations. Other equity REITs may not calculate their pro-rata information in the same methodology, and accordingly, the Company’s pro-rata information may not be comparable to such other REITs' pro-rata information. As such, the pro-rata financial information should not be considered in isolation or as a substitute for our financial statements as reported under GAAP but may be used as a supplement to financial information as reported under GAAP.
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