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): August 7, 2020
(Exact Name of Registrant as Specified in Its Charter) | ||
(State or Other Jurisdiction of Incorporation or Organization) | (Commission File Number) | (I.R.S. Employer Identification No.) | ||
(Address of Principal Executive Offices, Including Zip Code)
(310 ) 282-8820
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):
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) | |
Securities registered pursuant to Section 12(b) of the Act: | ||||
Title of Class | Trading Symbol(s) | Name of Each Exchange on Which Registered | ||
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). | |||
Emerging growth company | |||
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 August 7, 2020, Colony Capital, Inc. (the “Company”) issued a press release announcing its financial position as of June 30, 2020 and its financial results for the quarter ended June 30, 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 August 7, 2020, the Company made available a Supplemental Financial Disclosure Presentation for the quarter ended June 30, 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 August 7, 2020 as referenced in the press release, the Company has prepared a presentation, dated August 7, 2020 (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 Public Shareholders subpage of its website, which is accessible by clicking on the tab labeled “Public 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 Public 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 Public 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.
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.
Date: | August 7, 2020 | COLONY CAPITAL, INC. | |
By: | /s/ Jacky Wu | ||
Jacky Wu | |||
Chief Financial Officer and Treasurer | |||
 | ||
Exhibit 99.1
COLONY CAPITAL ANNOUNCES SECOND QUARTER 2020 FINANCIAL RESULTS
LOS ANGELES, August 7, 2020 - Colony Capital, Inc. (NYSE:CLNY) and subsidiaries (collectively, “Colony Capital,” or the “Company”) today announced financial results for the second quarter ended June 30, 2020. The Company reported (i) total revenues of $372 million, (ii) GAAP net income attributable to common stockholders of $(2,043) million, or $(4.33) per share and (iii) Core FFO of $(19.3) million or $(0.04) per share, excluding gains/losses, which excludes $2.1 billion CLNY OP share of non-cash impairments and other losses.
“Since our last earnings, Colony has delivered on many of the key commitments we’ve made to shareholders,” said Marc Ganzi, President and Chief Executive Officer. “We’ve continued to drive strong growth in our digital business: (i) digital FEEUM is now up 22% for the year, well ahead of our prior 15% growth target for 2020, (ii) we brought in a strategic investor to our digital investment management business, boosting permanent investment capital and commitments to our digital investment products, and (iii) our investment in Vantage Data Centers’ portfolio of stabilized hyperscale data centers brings the kind of high-quality digital assets onto our balance sheet that we’ve outlined to investors. Just as importantly, we executed a series of decisive steps to solidify our liquidity position by successfully renegotiating our revolver on favorable terms and issuing new exchangeable notes that extend corporate debt maturities. Near-term debt maturities have now been dealt with. Despite an adverse environment created by the COVID-19 pandemic, these developments position us to preserve value at our legacy assets, make significant progress on our digital transformation and accelerate our alignment with the powerful secular tailwinds driving growth in digital infrastructure.”
HIGHLIGHTS
Resilient Underlying Businesses
• | Despite the impact of COVID-19, the Company’s digital portfolio companies across investment management and operating businesses grew core organic revenues approximately 9% on average YoY in the second quarter. |
• | The Company’s digital investment management business continued to grow, with FEEUM increasing YTD by $1.5 billion, or 22%, accounting for the Vantage transaction in July. |
• | The Company’s Healthcare segment generated revenues in the second quarter that decreased 2% year-over-year and collected 96% of contractual triple-net and medical office rents during the quarter. |
• | The Company’s Hospitality segment experienced a sharp rebound from its trough occupancy of 22% during April to almost 40% during June 2020 generating positive NOI before FF&E for the month. |
Completed Management Transition
• | Marc Ganzi assumed the role of President and CEO and Jacky Wu assumed the role of CFO and Treasurer on July 1, 2020, finalizing the transition to a digital-focused management team. |
• | Tom Barrack will continue to serve as Executive Chairman and Mark Hedstrom will continue to serve as Chief Operating Officer. |
Financial Summary | ||||||||
($ in thousands, except per share data and where noted) | ||||||||
Revenues | 2Q 2020 | 2Q 2019 | ||||||
Property operating income | $ | 293,816 | $ | 488,788 | ||||
Interest income | 22,376 | 35,055 | ||||||
Fee income | 43,540 | 35,433 | ||||||
Other income | 12,634 | 14,163 | ||||||
Total revenues | $ | 372,366 | $ | 573,439 | ||||
Net income to common stockholders | $ | (2,042,790 | ) | $ | (468,890 | ) | ||
Core FFO | $ | (154,211 | ) | $ | 58,815 | |||
Core FFO per share | $ | (0.29 | ) | $ | 0.11 | |||
Core FFO excluding gains/losses | $ | (19,323 | ) | $ | 69,488 | |||
Core FFO excluding gains/losses per share | $ | (0.04 | ) | $ | 0.13 | |||
Balance Sheet & Other | ||||||||
Liquidity (cash & undrawn RCF) (1) | $ | 876,689 | $ | 397,806 | ||||
Digital AUM (in billions) | $ | 21.6 | $ | 1.9 | ||||
Digital AUM % | 47 | % | 5 | % | ||||
Note: Revenues are consolidated while Core FFO and Liquidity are CLNY OP share
(1) | Liquidity as of August 4, 2020 and August 6, 2019, respectively. |
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Significant Events Accelerating Digital Transformation
• | In July, the Company closed a significant strategic investment from Wafra to invest over $400 million in the Digital Colony platform, including over $250 million for a 31.5% ownership stake in Digital Colony at an $805 million valuation, validating the Company’s 2019 acquisition of Digital Bridge. In addition to providing permanent capital for the Company to invest in high-quality digital infrastructure assets, Wafra has also committed over $150 million to Digital Colony’s current and future investment products. |
• | In July, the Company closed on the Company’s second significant balance sheet investment in a digital operating business, with a Colony-led investor group acquiring a majority stake in Vantage Data Centers’ portfolio of 12 stabilized North American hyperscale data centers (“Stabilized VDC”) for $1.2 billion, with $190 million allocated from the Company’s balance sheet. |
• | With the closing of Stabilized VDC, Digital Colony’s FEEUM stands at $8.3 billion, up 22% since the beginning of the year, ahead of the prior annual growth target of 15%. |
• | Digital AUM of $22 billion now represents approximately half of total AUM. |
Delivered Path-To-Digital
• | Delivered ‘Path-to-Digital’ with (i) $500 million revolver amendment and (ii) $300 million exchangeable notes issuance to address near-term corporate debt maturities. With over $875 million of liquidity, of which $114 million is earmarked to pay off the remaining balance of 2021 convertible debt, the Company remains focused on simplifying and executing its digital transformation through: (i) further monetization of legacy businesses, (ii) additional deployment of capital into high quality digital investments and (iii) continued growth of its digital investment management franchise. |
• | The impact of these corporate activities was enhanced by continued legacy asset monetizations, which now total approximately $340 million year-to-date, and the Wafra partnership. |
Insight Into Value
• | Legacy asset carrying values now align more closely to fair market values, with the recognition of $2.1 billion CLNY OP share of non-cash impairments and other losses (with further details herein). |
• | Introducing additional disclosures to improve investor insight into components of legacy and digital segment values as outlined herein and in the Company’s second quarter earnings presentation. |
• | Received net proceeds of approximately $340 million from the monetization of non-core assets since the beginning of 2020, including $94 million in the second quarter. |
FINANCIAL STATUS & OUTLOOK
As of August 5, 2020, the Company had $875 million of liquidity, including $375 million of corporate cash-on-hand and the full $500 million of availability on the Company’s corporate revolver. The Company recently amended the terms of its revolver to right-size availability and enhanced financial flexibility. The Company currently has no borrowings outstanding on its revolver and remains in full compliance with all of its covenants and terms.
The Company's results of operations in the second quarter of 2020 were impacted by COVID-19, particularly within the legacy non-digital businesses, including our hospitality portfolio. The Company expects the effects of COVID-19 to continue to be significant in future periods. Further, while the Company has recently amended the terms of its revolver, issued $300 million of 2025 exchangeable notes to address near-term maturities and maintains ample liquidity to meet its operating needs, the length and severity of the crisis remain uncertain. The Company’s business and operations will also be affected by the health of the capital markets and future government actions, among other factors. Consequently, the Company will continue to refrain from providing forward looking guidance with respect to Core FFO or other operating metrics.
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Digital
The Company made significant progress in its digital transformation since its last earnings report.
• | In July, the Company closed a significant strategic investment from Wafra to invest over $400 million in the Digital Colony platform, including over $250 million for a 31.5% ownership stake in Digital Colony, the Company’s digital investment management business, providing permanent capital for the Company to invest in high-quality digital infrastructure assets as well as commitments of over $150 million to Digital Colony’s current and future investment products. |
• | In July, the Company closed on the Company’s second significant balance sheet investment in a digital operating business, with a Colony-led investor group acquiring a majority stake in Vantage Data Centers’ portfolio of 12 stabilized North American hyperscale data centers for $1.2 billion, with $190 million allocated from the Company’s balance sheet. |
During the second quarter 2020, the Digital segment generated revenue of $63.4 million, net income attributable to common stockholders of $8.5 million and Core FFO of $21.2 million
Digital Investment Management (“IM”)
Digital IM generated $20.7 million of revenue, $9.3 million in Fee Related Earnings (“FRE”), net income of $1.9 million and Core FFO of $7.7 million.
• | Digital IM Growth: Digital IM revenues grew 8% QoQ, reflecting the full-quarter contribution from the Zayo co-invest fees. |
• | Digital IM FRE Margins: As expected, FRE margins declined QoQ to 45% as Digital IM invested in additional resources to support future investment product offerings. |
• | New FEEUM: After the end of the quarter, the Company raised approximately $1.0 billion of new FEEUM to close on Stabilized VDC. This brings YTD FEEUM growth in the Digital IM business to 22%. |
• | Wafra Investments: Wafra’s strategic investment in Digital Colony includes a minimum commitment to fund over $150 million to Digital Colony’s current and next two investment products, with at least $80 million allocated to DCP I, and a commitment to invest in subsequent Digital Colony investment products. |
Digital IM Summary | |||||||
($ in millions, except where noted) | |||||||
2Q 2020 | 2Q 2019(1) | ||||||
Revenue | $ | 20.7 | N/A | ||||
FRE / EBITDA | 9.3 | N/A | |||||
Core FFO | 7.7 | 3.5 | |||||
AUM (in billions) | 21.0 | 1.9 | |||||
FEEUM (in billions) | 7.7 | 1.9 | |||||
W.A. Management Fee % | 1.0 | % | 1.2 | % | |||
Note: All figures are consolidated except Core FFO
(1) Prior to the acquisition of Digital Bridge in July 2019, the Company owned a 50% interest in the investment management economics of Digital Colony Partners I which was accounted for as an equity method investment.
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Digital Balance Sheet - Operating Businesses
During the second quarter, Digital Operating Businesses generated revenues of $42.7 million, net income of $8.4 million and Core FFO of $13.5 million.
• | Continued DataBank Growth: Continued growth in the second quarter YoY with MRR up 22% and EBITDA up 15%. All data centers remained open and operational, and DataBank opened one additional data center in Salt Lake City. |
DataBank generated solid net bookings during the quarter, in line with historical performance.
Conditions remain generally favorable with increased customer demand for incremental power and bandwidth during the period.
• | Vantage Investment: In July 2020, the Company invested approximately $190 million as part of a $1.2 billion Colony-led investment in Vantage Data Centers’ portfolio of 12 North American stabilized hyperscale data centers. The Company owns 12.3% of the stabilized portfolio. |
Digital Operating Businesses Summary | ||||||||
($ in millions, except where noted) | ||||||||
2Q 2020 | 2Q 2019(1) | |||||||
Revenue | $ | 42.7 | $ | — | ||||
Core FFO | 13.5 | — | ||||||
DataBank only: | ||||||||
Adjusted EBITDA | $ | 16.6 | $ | 14.4 | ||||
Number of Data Centers | 20 | 17 | ||||||
Total Capacity (RSF - raised sq. ft.) | 563,637 | 454,490 | ||||||
Sellable RSF | 456,649 | 359,126 | ||||||
Occupied RSF | 316,697 | 258,489 | ||||||
% Utilization Rate | 69.4 | % | 72.0 | % | ||||
MRR (Annualized) | $ | 171.4 | $ | 139.9 | ||||
Bookings (Annualized) | $ | 6.6 | $ | 6.6 | ||||
Quarterly Churn (% of Prior Quarter MRR) | 1.8 | % | 1.9 | % | ||||
Note: All figures are consolidated except for Core FFO
(1) CLNY acquired a 20% interest in DataBank in the fourth quarter 2019.
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Healthcare (Wellness Infrastructure)
During the second quarter, the Healthcare segment generated revenues of $142.7 million, net income attributable to common stockholders of $(434.4) million and Core FFO of $15.1 million
Despite the unprecedented pressure on healthcare real estate owners and operators imposed by the COVID pandemic, the Company’s healthcare properties performed well, with second quarter 2020 revenues decreasing 2% YoY.
Efforts to address COVID-19 have, in some cases, forced temporary closures of medical offices, restricted the admission of new senior housing and skilled nursing residents and patients, and caused the incurrence of unanticipated operating and staff expenses.
Portfolio Performance & Outlook
• | Revenues decreased 2% primarily due to the sale of certain NNN properties in the prior year, and to a lesser extent, lower resident fees due to admissions restrictions related to COVID-19. |
• | The Company expects move-in restrictions at its Senior Housing Operated Properties (SHOP), which represents 15% of the healthcare portfolio’s NOI, to continue to impact future periods. |
• | NOI decreased 22% YoY primarily driven by COVID-19 related labor costs as well as higher usage and cost of personal protective equipment at SHOP, which were not incurred in the prior year period. |
• | Core FFO increased 28% YoY. This increase was a result of reduced interest expense, due to lower interest rates and debt balances and the incurrence of one-time refinancing expenses in 2Q 2019. These positive variances were partially offset by lower NOI. |
• | Overall, rental collections in the medical office building and triple-net lease portfolios remain at levels consistent with pre-COVID levels; during the quarter contractual rent collections were 96%. |
Healthcare Summary | ||||||||
($ in millions) | ||||||||
2Q 2020 | 2Q 2019 | |||||||
Revenue | $ | 142.7 | $ | 145.9 | ||||
NOI | 59.8 | 77.1 | ||||||
Interest Expense | 34.7 | 57.1 | ||||||
Core FFO | 15.1 | 11.8 | ||||||
Same Store NOI | 59.9 | 71.1 | ||||||
Note: All figures are consolidated except for Core FFO
Capital Structure & Activity
• | Sale activity is limited, given uncertain market conditions. |
• | The Company is focused on resolving portfolios with operating covenant defaults or potential defaults and, in select cases, seeking debt service forbearance or loan modifications. |
• | The healthcare portfolio has total consolidated debt of $2.9 billion ($2.1 billion CLNY OP share) with a weighted average interest rate of 3.9%. |
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Hospitality
During the second quarter, the Hospitality segment generated revenues of $57.1 million, net income attributable to common stockholders of $(633.9) million and Core FFO of $(39.6) million.
The Company’s Hospitality segment was materially impacted by COVID-19, including government mandated travel restrictions implemented in late March 2020. The Company’s hotels experienced significant declines in occupancy, down 62% YoY, during the second quarter. These occupancy declines were compounded by lower average daily rates, resulting in average RevPAR of $29 during the quarter, down 73% from the prior year period.
Portfolio Performance & Outlook
• | Reduced leisure and business travel due to travel restrictions and public anxiety surrounding the spread of COVID-19 led to declines in occupancy levels (30.2% average) and realized RevPAR (average $29). |
• | NOI before FF&E expense, reflecting performance at the operating level was negative during the quarter. Hotel management teams worked actively to cut operating cash burn by effectively reducing hotel footprints and cutting all non-essential expenses. A combination of these cost cutting initiatives and a recovery in occupancy resulted in positive NOI before FF&E during June. |
• | Average occupancy levels troughed in April at 22% and subsequently rebounded to 39% in June. They currently remain above 40% on a portfolio wide basis. |
• | Portfolios with extended stay concentrations (38% of hotels) and weekend leisure demand have outperformed. |
Hospitality Summary | ||||||||
($ in millions) | ||||||||
2Q 2020 | 2Q 2019 | |||||||
Average daily rate (in dollars) | $ | 95 | $ | 134 | ||||
Hotel occupancy rate % | 30 | % | 79 | % | ||||
Revenue | 57.1 | 227.1 | ||||||
NOI before FF&E Reserve | (6.6 | ) | 82.7 | |||||
Core FFO | (39.6 | ) | 35.8 | |||||
Same Store NOI before FF&E Reserve | (6.6 | ) | 79.5 | |||||
Note: All figures are consolidated except for Core FFO
($ in millions) | 2020 | |||||
April | May | June | ||||
Occupancy | 22 | % | 30 | % | 39 | % |
RevPAR (in dollars) | 20 | 27 | 39 | |||
NOI before FF&E | (6.3 | ) | (1.3 | ) | 1.0 | |
Capital Structure & Activity
• | The Hospitality segment owns its hotels through six separately financed portfolios (THL Hotel Portfolio is held in the OED segment), each capitalized with debt that is (i) not cross-collateralized between portfolios and (ii) non-recourse to the Company. |
• | The Company is in default under a majority of its non-recourse hospitality debt, but the Company has either (i) reached a modification / forbearance with its lenders or (ii) remains in active negotiations with lenders and servicers to modify debt terms in order to protect the value of individual investment-level portfolios or appoint a receiver on one portfolio. The individual portfolios are unable to fully service interest expense, but corporate cash is currently not being used to service debt and the Company does not anticipate allocating material amounts of its own capital to these portfolios. |
• | The hospitality portfolio has total consolidated debt of $2.7 billion ($2.5 billion CLNY OP share) with a weighted average interest rate of 3.3%. |
• | Individual asset sales have been put on hold as a result of COVID-19. When market conditions permit, the Company will evaluate all monetization opportunities, including (i) single asset sales, (ii) portfolio sales, and (iii) overall platform exits. |
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Colony Credit Real Estate, Inc. (“CLNC”)
Colony Credit Real Estate, Inc. is a publicly-traded (NYSE:CLNC) commercial real estate credit REIT externally managed by the Company with $4.7 billion in at-share assets and $1.7 billion in GAAP book equity value, $13.06 per share, as of June 30, 2020. The Company owns approximately 48.0 million shares and share equivalents, or 36%, of CLNC.
• | Net Income/Core FFO: During the second quarter 2020, net income attributable to common stockholders was $(315.5) million and Core FFO ex-gains/losses was $13.6 million. The Company’s Core FFO pickup from CLNC represents a 36% share of CLNC's Core Earnings. |
• | Focus on Liquidity: CLNC implemented a series of initiatives during the second quarter designed to boost liquidity and enhance financial flexibility, notably doubling liquidity to approximately $525 million while reducing recourse financing by over $600 million. |
• | Carrying Value Adjustment: As an equity method investment, the Company’s carrying value in CLNC is periodically compared to the trading price of CLNC shares. Based on the differential between the prior carrying value and the value implied by CLNC’s trading price, the Company took an other-than-temporary impairment charge to set carrying value based on CLNC’s closing price of $7.02 per share as of June 30, 2020. |
• | CLNC dividend: CLNC suspended its monthly cash dividend beginning with the month ending April 30, 2020. |
CLNC Summary | ||||||||
($ in millions) | ||||||||
2Q 2020 | 2Q 2019 | |||||||
Core FFO | $ | (87.3 | ) | $ | 14.9 | |||
Core FFO excluding gains/losses | 13.6 | 14.9 | ||||||
CLNC Shares owned by Colony Capital | 48.0 | 48.0 | ||||||
% ownership interest | 36.0 | % | 36.0 | % | ||||
________________________________________________
Note: All figures are consolidated except for Core FFO
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Other Investment Management
During the second quarter, the Other Investment Management segment generated revenues of $30.2 million, net income attributable to common stockholders of $(446.7) million and Core FFO of $24.1 million.
The Company’s non-digital investment management business had FEEUM of $8.5 billion as of June 30, 2020, down 28% from the prior year due principally to the sale of the light industrial platform and NorthStar Realty Europe. Excluding the light industrial platform and NorthStar Realty Europe, FEEUM was down 6% over the prior year.
The Company expects to continue to monetize investment franchises within its Other Investment Management segment, and in other cases for certain of these legacy investment funds to run-off as they reach the end of the respective fund’s life.
• | Revenue and Core FFO: Revenues from Other IM declined 30% YoY to $30.2 million in the second quarter, due to the reduction in FEEUM referenced above. |
• | Reduction of goodwill and intangibles: In the second quarter of 2020, the Company recognized a $515 million non-cash impairment to goodwill in its non-digital investment management business, which was added back to the Company's Core FFO. The net book value of such goodwill and intangibles following the reduction is $142 million, which principally reflects the value of the Company’s management contract with CLNC. |
Other IM Summary | ||||||||
($ in millions, except where noted) | ||||||||
2Q 2020 | 2Q 2019 | |||||||
Revenue | $ | 30.2 | $ | 43.2 | ||||
Core FFO | 24.8 | 31.5 | ||||||
AUM (in billions) | 14.9 | 18.8 | ||||||
FEEUM (in billions) | 8.5 | 12.2 | ||||||
W.A. Management Fee % | 1.1 | % | 1.0 | % | ||||
Note: All figures are consolidated except for Core FFO
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Other Equity and Debt ("OED")
During the second quarter, the OED segment generated revenues of $74.4 million, net income attributable to common stockholders of $(143.5) million and Core FFO ex-gains/losses of $(1.0) million.
The Company owns a diversified group of non-digital real estate and real estate-related debt and equity investments, many of which are through joint ventures with funds managed by the Company’s other investment management business. Over time, the Company expects to monetize the bulk of its existing portfolio as it completes its digital transformation.
• | Enhanced Disclosure - Given the segment’s significant contribution to net book value and expectation that it will be a meaningful source of liquidity from monetizations over the course of the next 18 months, including the second half of 2020, the Company is providing enhanced disclosure on OED assets, as detailed below. |
• | Sales and/or monetization: During the second quarter, the Company monetized $94 million of OED or other non-core investments. Most notably, the Company recapped its interest in a grocery retail asset for $74 million, harvesting approximately 70% of the expected eventual value upfront. Year-to-date, the Company has generated approximately $340 million from OED and other non-core monetizations. |
• | THL Hotel Portfolio Impacted by COVID: The primary driver of reduced revenue and Core FFO from the OED segment, excluding the impact of monetizations over the last twelve months, is the impact of COVID-19 on the THL Hotel Portfolio, in which the Company owns a 55% stake. |
◦ | THL consolidated revenues decreased $48 million. |
◦ | In active negotiations with the portfolio’s lender and servicer to modify debt terms in order to protect value. |
OED Summary | ||||||||
($ in millions) | ||||||||
2Q 2020 | 2Q 2019 | |||||||
Revenue | $ | 74.4 | $ | 152.1 | ||||
Equity method earnings | (28.5 | ) | 25.8 | |||||
Core FFO | (35.9 | ) | 16.2 | |||||
Core FFO excluding gains/losses | (1.0 | ) | 28.1 | |||||
Note: All figures are consolidated except for Core FFO
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CLNY OP Share | |||||||||||||
Depreciated Carrying Value | |||||||||||||
($ in millions) | 6/30/2020 | ||||||||||||
Investment | Investment Type | Property Type | Geography | CLNY Ownership %(1) | Assets | Equity | % of Total Equity | ||||||
Tolka Irish NPL Portfolio | Non-Performing First Mortgage Loans | Primarily Office | Ireland | 100% | $ | 356.2 | $ | 135.9 | 11 | % | |||
Cortland Multifamily Preferred Equity | Preferred Equity | Multifamily | Primarily SouthEast US | 100% | 130.2 | 130.2 | 10 | % | |||||
THL Hotel Portfolio | Real Estate Equity | Hospitality | Nationwide | 55% | 569.1 | 104.6 | 8 | % | |||||
Bulk Industrial Portfolio | Real Estate Equity | Industrial | Nationwide | 51% | 188.7 | 68.9 | 5 | % | |||||
Ronan CRE Portfolio Loan | Mezzanine Loan | Office, Residential, Mixed-Use | Ireland / France | 50% | 66.1 | 66.1 | 5 | % | |||||
Origination DrillCo Joint Venture | Oil & Gas Well Development Financing | Oil & Gas | East Texas | 100% | 57.2 | 57.2 | 4 | % | |||||
AccorInvest | Real Estate Equity | Hospitality | Primarily Europe | 1% | 54.9 | 54.9 | 4 | % | |||||
McKillin Portfolio Loan | Debt Financing | Office and Personal Guarantee | Primarily US and UK | 96% | 44.3 | 44.3 | 3 | % | |||||
Dublin Docklands | Senior Loan with Profit Participation | Office & Residential | Ireland | 15% | 44.1 | 44.1 | 3 | % | |||||
France & Spain CRE Portfolio | Real Estate Equity | Primarily Office & Hospitality | France & Spain | 33% | 132.3 | 42.4 | 3 | % | |||||
Spencer Dock Loan | Mezzanine Loan with Profit Participation | Office, Hospitality & Residential | Ireland | 20% | 42.4 | 42.4 | 3 | % | |||||
CRC DrillCo Joint Venture | Oil & Gas Well Development Financing | Oil & Gas | California | 25% | 34.5 | 34.5 | 3 | % | |||||
Albertsons | Equity | Grocery Stores | Nationwide | n/a | 33.5 | 33.5 | 3 | % | |||||
Remaining OED (>45 Investments) | Various | Various | Various | Various | 655.4 | 415.2 | 33 | % | |||||
Total Other Equity and Debt | $ | 2,408.9 | $ | 1,274.2 | 100 | % | |||||||
________________________________________________
(1) For % 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.
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Impairments & Goodwill Writedowns
COVID-19 crisis has reinforced the critical role and the resilience of the digital real estate and infrastructure sector in a global economy that is increasingly reliant on digital infrastructure. Accordingly, in the second quarter of 2020, the Company determined that it would accelerate its shift to a digitally-focused strategy in order to better position the Company for growth. This digital transformation would require a rotation of the Company's non-digital assets into digital-focused investments. As a result, the Company shortened its assumptions of holding periods on its non-digital assets, in particular its hotel and healthcare assets, which significantly reduced the estimated undiscounted future net cash flows to be generated by these assets. The estimated undiscounted future net cash flows from these assets was further exacerbated by the negative effects of COVID-19 on property operations and market values. The estimated undiscounted future net cash flows for many non-Digital investments were in many cases lower than the respective carrying values. As a result, significant impairments were recognized in the second quarter of 2020 on the Company's non-digital assets. The acceleration of the Company's digital transformation and the overall reduction in value of the Company's non-digital balance sheet also caused a shortfall in the fair value of the Company's other investment management reporting unit over its carrying value, resulting in significant impairment to the other investment management goodwill in the second quarter of 2020.
The total impairments and other losses to CLNY OP share is $2.1 billion, which the Company believes aligned net carrying values more closely with fair market values.
Second Quarter 2020 Non-Cash Impairments and Other Loss | ||||||||||||||||||
($ in millions) | Consolidated | CLNY OP Share | ||||||||||||||||
June 30, 2020 | ||||||||||||||||||
Non-Cash Impairments | Carrying Value of Assets(1) | Debt (principal) | Net Book Value | |||||||||||||||
Healthcare | $ | 661 | $ | 461 | $ | 2,691 | $ | 2,083 | $ | 608 | ||||||||
Hospitality | 661 | 627 | 2,468 | 2,496 | (28 | ) | (2) | |||||||||||
OED | 493 | 203 | 2,409 | 1,135 | 1,274 | |||||||||||||
CLNC | 275 | 275 | 337 | — | 337 | |||||||||||||
Goodwill and intangibles (Non-Digital) | 515 | 515 | 142 | — | 142 | |||||||||||||
Total | $ | 2,605 | $ | 2,081 | $ | 8,047 | $ | 5,714 | $ | 2,333 | ||||||||
________________________________________________
(1) For Healthcare, Hospitality and OED, represents depreciated carrying value of all real estate assets, including tangible real estate and lease-related intangibles.
(2) The hospitality segment is composed of six separately financed portfolios, each capitalized with debt that is (i) not cross-collateralized between portfolios and (ii) non-recourse to the Company. Two of the underlying portfolios have negative carrying values of totaling $85 million for CLNY OP’s share composed of $832 million of assets and $917 million of debt. Excluding this negative carrying value, the other four portfolios have an aggregate net book value of $56 million for CLNY OP’s share.
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Other Corporate Matters
Corporate Revolving Credit Facility (“RCF”)
The Company entered into an amendment to its RCF to enhance financial flexibility during this period of economic and financial uncertainty and ensure availability over the extended term of the facility in order to secure a clear liquidity runway on its ‘Path-to-Digital.’ The terms of the amended revolver included:
• | Modifications to certain financial covenants on revised, more favorable terms to the Company for the duration of the RCF; |
• | Borrowing base adjustments that reflect the growing contribution of digital infrastructure to the Company’s asset base and earnings; |
• | Right-sized aggregate commitments to (i) $500 million upon effectiveness of the amendment and (ii) $400 million on March 31, 2021; and |
• | Addition of certain customary restrictions on common equity dividends (subject to REIT requirements), share repurchases, preferred redemptions, and the voluntary repayment of indebtedness (with the exception of the Company’s convertible debt due 2021). |
$300 Million Exchangeable Senior Notes
In July 2020, the Company issued $300 million aggregate principal amount of 5.75% exchangeable senior notes due 2025. The Company used the net proceeds to repurchase $289 million of the Company’s 3.875% convertible senior notes due 2021. This exchange enables the Company to eliminate near-term debt maturities while preserving an additional $300 million in liquidity to be used towards additional high-growth digital investments.
Common Stock and Operating Company Units
As of August 4, 2020, the Company had 482.2 million shares of Class A and B common stock outstanding and the Company’s operating partnership had 53.1 million operating company units outstanding held by members other than the Company or its subsidiaries.
Common and Preferred Dividends
The Company suspended its common dividend during the second quarter of 2020. In connection with the Company’s amendment to its revolver, the Company is restricted from paying a common stock dividend, except as necessary to maintain the Company’s REIT status. As financial and economic conditions normalize and the Company reestablishes a higher level of visibility into future results it expects to reinitiate a dividend policy in consultation with its revolver lending group.
On August 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 will be paid on October 15, 2020 to the respective stockholders of record on October 9, 2020.
Second Quarter 2020 Conference Call
The Company will conduct an earnings presentation and conference call to discuss the financial results on Friday, August 7, 2020 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 Public Shareholders section of the Company’s website at www.clny.com. 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 August 7, 2020, at 10:00 a.m. PT / 1:00 p.m. ET, through August 14, 2020, at 8:59 p.m. PT / 11:59 p.m. ET. To access the replay, dial (844) 512-2921 (U.S.), and use passcode 13706785. International callers should dial (412) 317-6671 and enter the same conference ID number.
Earnings Presentation and Supplemental Financial Report
A Second Quarter 2020 Earnings Presentation and Supplemental Financial Report is available in the Presentations and Financial Information sections, respectively, of the Public 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.
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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 a $46 billion portfolio of real assets on behalf of its shareholders and limited partners, including over $20 billion in digital real estate investments through Digital Colony, its digital infrastructure platform. Colony Capital, structured as a REIT, is headquartered in Los Angeles with key offices in Boca Raton, New York, and London, and has over 350 employees across 20 locations in 11 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 Company’s ability to preserve the financial flexibility and liquidity necessary to maintain the long-term resilience of the Company and whether any of the Company’s customers, communities and shareholders will realize any related benefits, the impact of COVID-19 on the global economy, including the Company’s businesses, the Company’s ability to continue driving strong growth in its digital business and accelerating its digital transformation, 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, whether the Company will realize the anticipated benefits of its investment in Vantage Data Centers, including the performance and stability of its portfolio, whether the Company will preserve value at its legacy assets, make significant progress on its digital transformation, the resilience and growth in demand for digital infrastructure, the Company’s ability to continue deploying capital into high quality digital investments, the Company’s ability to simplify its business and further monetize legacy businesses, including the timing and amount of proceeds to be received by the Company if any, CLNC’s performance and its impact on the Company’s performance, the impact of management changes at CLNC, whether the Company’s operations of its non-digital business units will result in maximizing cash flows and value over time, including the impact of COVID-19 on such operations and cash flows, whether monetizations of Other Equity and Debt and other non-core investments will be a meaningful source of the Company’s liquidity, the impact of impairments, the Company’s ability to successfully negotiate accommodations with lenders or refinance its mortgage debt on healthcare and hospitality properties on attractive terms, or at all, and any resulting impact on the Company’s financial condition and liquidity, 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 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, including the implementation and timing of CEO succession plans, 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), including the CLNC share price as compared to book value and how the Company evaluates the Company’s investment in CLNC, the Company’s ability to minimize balance sheet commitments to its managed investment vehicles, the performance of the Company’s investment in DataBank and whether the Company will continue to invest in edge/colocation data center sector and support future growth opportunities through potential add-on acquisitions and greenfield edge data center developments, and whether if consummated such additional investments and growth opportunities result in any of the benefits we anticipate or at all, 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, 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
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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 and Quarterly Report on Form 10-Q for the quarter ended March 31, 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 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
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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 90.1% of the common units in, CLNY OP. The remaining 9.9% of common units in CLNY OP are held by third parties (primarily 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.
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 Healthcare Real Estate 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.
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, 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 digital investment management business.
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 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.
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 Equity and Debt segment, net of depreciation, amortization and impairment previously adjusted for FFO; (ii) gains and losses from sales of businesses within the Investment Management segment and impairment write-downs associated with the Investment Management segment; (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)
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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 Core Earnings. Refer to CLNC’s filings with the SEC for the definition and calculation of Core Earnings.
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
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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.
NOI before Reserve for Furniture, Fixtures and Equipment Expenditures (“NOI before FF&E Reserve”)
For our hospitality real estate segment, NOI before FF&E Reserve represents NOI before the deduction of reserve contributions for the repair, replacement and refurbishment of furniture, fixtures, and equipment ("FF&E"), which are typically 4% to 5% of revenues, and required under certain debt agreements and/or franchise and brand-managed hotel agreements.
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.
The information related to the Company’s tenants/operators that is provided in this press release 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.
Definitions applicable to DataBank
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 by DataBank 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.
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.
(FINANCIAL TABLES FOLLOW)
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COLONY CAPITAL, INC.
CONSOLIDATED BALANCE SHEETS
(In thousands, except per share data)
June 30, 2020 (Unaudited) | December 31, 2019 | |||||||
Assets | ||||||||
Cash and cash equivalents | $ | 1,099,467 | $ | 1,205,190 | ||||
Restricted cash | 145,229 | 203,923 | ||||||
Real estate, net | 8,987,902 | 10,860,518 | ||||||
Loans receivable | 1,398,087 | 1,566,328 | ||||||
Equity and debt investments | 1,825,448 | 2,313,805 | ||||||
Goodwill | 851,757 | 1,452,891 | ||||||
Deferred leasing costs and intangible assets, net | 565,221 | 638,853 | ||||||
Assets held for sale | 705,217 | 870,052 | ||||||
Other assets | 527,309 | 669,144 | ||||||
Due from affiliates | 77,897 | 51,480 | ||||||
Total assets | $ | 16,183,534 | $ | 19,832,184 | ||||
Liabilities | ||||||||
Debt, net | $ | 9,211,114 | $ | 8,983,908 | ||||
Accrued and other liabilities | 869,947 | 1,015,898 | ||||||
Intangible liabilities, net | 87,195 | 111,484 | ||||||
Liabilities related to assets held for sale | 261,791 | 268,152 | ||||||
Due to affiliates | 1,336 | 34,064 | ||||||
Dividends and distributions payable | 18,516 | 83,301 | ||||||
Preferred stock redemptions payable | — | 402,855 | ||||||
Total liabilities | 10,449,899 | 10,899,662 | ||||||
Commitments and contingencies | ||||||||
Redeemable noncontrolling interests | 29,066 | 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; 481,391 and 487,044 shares issued and outstanding, respectively | 4,814 | 4,871 | ||||||
Class B, 1,000 shares authorized; 734 shares issued and outstanding | 7 | 7 | ||||||
Additional paid-in capital | 7,540,197 | 7,553,599 | ||||||
Accumulated deficit | (5,849,098 | ) | (3,389,592 | ) | ||||
Accumulated other comprehensive income | 44,367 | 47,668 | ||||||
Total stockholders’ equity | 2,739,777 | 5,216,043 | ||||||
Noncontrolling interests in investment entities | 2,776,604 | 3,254,188 | ||||||
Noncontrolling interests in Operating Company | 188,188 | 456,184 | ||||||
Total equity | 5,704,569 | 8,926,415 | ||||||
Total liabilities, redeemable noncontrolling interests and equity | $ | 16,183,534 | $ | 19,832,184 | ||||
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COLONY CAPITAL, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except per share data, unaudited)
Three Months Ended June 30, | |||||||||
2020 | 2019 | ||||||||
Revenues | |||||||||
Property operating income | $ | 293,816 | $ | 488,788 | |||||
Interest income | 22,376 | 35,055 | |||||||
Fee income | 43,540 | 35,433 | |||||||
Other income | 12,634 | 14,163 | |||||||
Total revenues | 372,366 | 573,439 | |||||||
Expenses | |||||||||
Property operating expense | 193,643 | 279,240 | |||||||
Interest expense | 106,786 | 141,738 | |||||||
Investment and servicing expense | 11,394 | 20,017 | |||||||
Transaction costs | 75 | 318 | |||||||
Depreciation and amortization | 134,905 | 109,382 | |||||||
Provision for loan loss | — | 15,003 | |||||||
Impairment loss | 2,001,557 | 84,695 | |||||||
Compensation expense | |||||||||
Cash and equity-based compensation | 64,513 | 42,430 | |||||||
Carried interest and incentive fee compensation | (1,162 | ) | 1,146 | ||||||
Administrative expenses | 20,405 | 20,146 | |||||||
Total expenses | 2,532,116 | 714,115 | |||||||
Other income (loss) | |||||||||
Gain on sale of real estate assets | 2,868 | 6,077 | |||||||
Other gain (loss), net | (173,030 | ) | (89,506 | ) | |||||
Equity method earnings | (372,535 | ) | (259,288 | ) | |||||
Equity method earnings (losses) - carried interest | (2,324 | ) | 1,836 | ||||||
Loss before income taxes | (2,704,771 | ) | (481,557 | ) | |||||
Income tax benefit (expense) | (7,720 | ) | (2,585 | ) | |||||
Loss from continuing operations | (2,712,491 | ) | (484,142 | ) | |||||
Income from discontinued operations | (6,502 | ) | (504 | ) | |||||
Net loss | (2,718,993 | ) | (484,646 | ) | |||||
Net income (loss) attributable to noncontrolling interests: | |||||||||
Redeemable noncontrolling interests | 390 | 509 | |||||||
Investment entities | (470,052 | ) | (13,414 | ) | |||||
Operating Company | (225,057 | ) | (29,989 | ) | |||||
Net loss attributable to Colony Capital, Inc. | (2,024,274 | ) | (441,752 | ) | |||||
Preferred stock dividends | 18,516 | 27,138 | |||||||
Net loss attributable to common stockholders | $ | (2,042,790 | ) | $ | (468,890 | ) | |||
Basic loss per share | |||||||||
Loss from continuing operations per basic common share | $ | (4.33 | ) | $ | (0.98 | ) | |||
Net loss per basic common share | $ | (4.33 | ) | $ | (0.98 | ) | |||
Diluted loss per share | |||||||||
Loss from continuing operations per diluted common share | $ | (4.33 | ) | $ | (0.98 | ) | |||
Net loss per diluted common share | $ | (4.33 | ) | $ | (0.98 | ) | |||
Weighted average number of shares | |||||||||
Basic | 471,253 | 479,228 | |||||||
Diluted | 471,253 | 479,228 | |||||||
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COLONY CAPITAL, INC.
FUNDS FROM OPERATIONS AND CORE FUNDS FROM OPERATIONS
(In thousands, except per share data, unaudited)
Three Months Ended | |||||||
June 30, 2020 | June 30, 2019 | ||||||
Net loss attributable to common stockholders | $ | (2,042,790 | ) | $ | (468,890 | ) | |
Adjustments for FFO attributable to common interests in Operating Company and common stockholders: | |||||||
Net loss attributable to noncontrolling common interests in Operating Company | (225,057 | ) | (29,989 | ) | |||
Real estate depreciation and amortization | 131,722 | 159,496 | |||||
Impairment of real estate | 1,474,262 | 87,600 | |||||
Loss (gain) from sales of real estate | 4,919 | (7,088 | ) | ||||
Less: Adjustments attributable to noncontrolling interests in investment entities | (329,601 | ) | (88,705 | ) | |||
FFO attributable to common interests in Operating Company and common stockholders | (986,545 | ) | (347,576 | ) | |||
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 Equity and Debt segment, net of depreciation, amortization and impairment previously adjusted for FFO (1) | 741 | 3,285 | |||||
Gains and losses from sales of businesses within the Investment Management segment and impairment write-downs associated with the Investment Management segment | 515,698 | 19,878 | |||||
CLNC Core Earnings and NRE Cash Available for Distribution adjustments (2) | 266,016 | 267,474 | |||||
Equity-based compensation expense | 10,716 | 9,385 | |||||
Straight-line rent revenue and expense | (5,240 | ) | (6,766 | ) | |||
Amortization of acquired above- and below-market lease values, net | (583 | ) | (3,458 | ) | |||
Amortization of deferred financing costs and debt premiums and discounts | 9,963 | 24,686 | |||||
Unrealized fair value (gains) losses on interest rate and foreign currency hedges, and foreign currency remeasurements | (7,482 | ) | 89,133 | ||||
Acquisition and merger-related transaction costs | 332 | 1,283 | |||||
Restructuring and merger integration costs (3) | 13,046 | 361 | |||||
Amortization and impairment of investment management intangibles | 11,625 | 6,911 | |||||
Non-real estate fixed asset depreciation, amortization and impairment | 14,065 | 1,565 | |||||
Amortization of gain on remeasurement of consolidated investment entities | 12,891 | 28 | |||||
Tax effect of Core FFO adjustments, net | 2,263 | (2,204 | ) | ||||
Less: Adjustments attributable to noncontrolling interests in investment entities | (11,717 | ) | (5,170 | ) | |||
Core FFO attributable to common interests in Operating Company and common stockholders | $ | (154,211 | ) | $ | 58,815 | ||
Less: Core FFO (gains) losses | 134,888 | 10,673 | |||||
Core FFO ex-gains/losses attributable to common interests in Operating Company and common stockholders | $ | (19,323 | ) | $ | 69,488 | ||
Core FFO per common share / common OP unit (4) | $ | (0.29 | ) | $ | 0.11 | ||
Core FFO per common share / common OP unit—diluted (4)(5)(6) | $ | (0.29 | ) | $ | 0.11 | ||
Core FFO ex-gains/losses per common share / common OP unit (4) | $ | (0.04 | ) | $ | 0.13 | ||
Core FFO ex-gains/losses per common share / common OP unit—diluted (4)(5)(6) | $ | (0.04 | ) | $ | 0.13 | ||
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) | 535,938 | 518,441 | |||||
Weighted average number of common OP units outstanding used for Core FFO and Core FFO ex-gains/losses per common share and OP unit-diluted (4)(5)(6) | 535,938 | 518,993 | |||||
__________
(1) | For the three months ended June 30, 2020 and June 30, 2019, net of $2.1 million consolidated or $0.6 million CLNY OP share and $3.1 million consolidated or $1.0 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 Core Portfolio Core Earnings and NRE's definition of Cash Available for Distribution (“CAD”) to reflect the Company’s percentage interest in the respective company's earnings. |
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(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 months ended June 30, 2020 and June 30, 2019, excluded from the calculation 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. For the three months ended June 30, 2020, excluded from the calculation of diluted Core FFO per share are weighted average performance stock units, which are subject to both a service condition and market condition. |
(6) | For the three months ended June 30, 2019, included in the calculation of diluted Core FFO per share are 459,800 weighted average performance stock units, which are subject to both a service condition and market condition, and 92,700 weighted average shares of non-participating restricted stock. |
COLONY CAPTITAL, INC.
RECONCILIATION OF NET INCOME (LOSS) TO NOI
The following tables present: (1) a reconciliation of property and other related revenues less property operating expenses for properties in our Healthcare and Hospitality segments to NOI and (2) a reconciliation of such segments' net income (loss) for the three months ended June 30, 2020 to NOI:
Three Months Ended June 30, 2020 | ||||||||
(In thousands) | Healthcare | Hospitality | ||||||
Total revenues | $ | 142,680 | $ | 57,143 | ||||
Straight-line rent revenue and amortization of above- and below-market lease intangibles | (8,071 | ) | (16 | ) | ||||
Interest income | (71 | ) | — | |||||
Property operating expenses (1) | (74,752 | ) | (63,733 | ) | ||||
NOI(2) | $ | 59,786 | $ | (6,606 | ) | |||
_________
(1) | For healthcare and hospitality, property operating expenses include property management fees paid to third parties. |
(2) | For hospitality, NOI is before FF&E Reserve. |
Three Months Ended June 30, 2020 | ||||||||
(In thousands) | Healthcare | Hospitality | ||||||
Net income (loss) | $ | (680,140 | ) | $ | (741,621 | ) | ||
Adjustments: | ||||||||
Straight-line rent revenue and amortization of above- and below-market lease intangibles | (8,071 | ) | (16 | ) | ||||
Interest income | (71 | ) | — | |||||
Interest expense | 34,699 | 29,889 | ||||||
Transaction, investment and servicing costs | 907 | 799 | ||||||
Depreciation and amortization | 36,980 | 35,462 | ||||||
Impairment loss | 661,255 | 660,751 | ||||||
Compensation and administrative expense | 1,749 | 1,793 | ||||||
Other (gain) loss, net | 342 | (354 | ) | |||||
Income tax (benefit) expense | 12,136 | 6,691 | ||||||
NOI(1) | $ | 59,786 | $ | (6,606 | ) | |||
_________
(1) | For hospitality, NOI is before FF&E Reserve. |
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The following table summarizes second quarter 2020 net income (loss) by segment:
(In thousands) | Net Income (Loss) | ||||
Digital | $ | (6,546 | ) | ||
Healthcare | (680,140 | ) | |||
Hospitality | (741,621 | ) | |||
CLNC | (350,241 | ) | |||
Other Equity and Debt | (377,168 | ) | |||
Investment Management | (496,000 | ) | |||
Amounts Not Allocated to Segments | (67,277 | ) | |||
Total Consolidated | $ | (2,718,993 | ) | ||
RECONCILIATION OF NET INCOME (LOSS) TO DIGITAL INVESTMENT MANAGEMENT FRE
(In thousands) | Three Months Ended June 30, 2020 | |||
Digital Investment Management | $ | 1,880 | ||
Digital Balance Sheet (DataBank) | (21,142 | ) | ||
Digital Balance Sheet (excluding DataBank) | 12,716 | |||
Net income (loss) | (6,546 | ) | ||
Digital Investment Management Net income (loss) | 1,880 | |||
Adjustments: | ||||
Interest income | (4 | ) | ||
Depreciation and amortization | 6,604 | |||
Compensation expense—equity-based | 682 | |||
Administrative expenses—straight-line rent | 16 | |||
Equity method (earnings) losses | (157 | ) | ||
Other (gain) loss, net | 8 | |||
Income tax (benefit) expense | 278 | |||
FRE | $ | 9,307 | ||
RECONCILIATION OF NET INCOME (LOSS) TO DATABANK ADJUSTED EBITDA
The following tables present: (1) a reconciliation of property and other related revenues less property operating expenses for DataBank to Adjusted EBITDA and (2) a reconciliation of net income (loss) for the three months ended June 30, 2020 to Adjusted EBITDA:
(In thousands) | Three Months Ended June 30, 2020 | |||
Total revenues | $ | 42,021 | ||
Property operating expenses | (18,055 | ) | ||
Administrative expenses | (2,481 | ) | ||
Compensation expense | (7,983 | ) | ||
Transaction, investment and servicing costs | (576 | ) | ||
EBITDAre: | 12,926 | |||
Straight-line rent expenses and amortization of above- and below-market lease intangibles | 3,055 | |||
Amortization of leasing costs | (1,218 | ) | ||
Compensation expense—equity-based | 296 | |||
Installation services | 493 | |||
Restructuring & integration costs | 445 | |||
Transaction, investment and servicing costs | 576 | |||
Adjusted EBITDA: | $ | 16,573 | ||
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(In thousands) | Three Months Ended June 30, 2020 | |||
Net income (loss) from continuing operations | $ | (21,142 | ) | |
Adjustments: | ||||
Interest expense | 8,170 | |||
Income tax (benefit) expense | (2,673 | ) | ||
Depreciation and amortization | 28,571 | |||
EBITDAre: | 12,926 | |||
Straight-line rent expenses and amortization of above- and below-market lease intangibles | 3,055 | |||
Amortization of leasing costs | (1,218 | ) | ||
Compensation expense—equity-based | 296 | |||
Installation services | 493 | |||
Restructuring & integration costs | 445 | |||
Transaction, investment and servicing costs | 576 | |||
Adjusted EBITDA: | $ | 16,573 | ||
23
Cautionary Statement Regarding Forward-Looking Statements |
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 Company’s ability to build the leading digital real estate provider and funding source for the occupancy, infrastructure, equity and credit needs of the world’s mobile communications and data-driven companies, including, the impact of COVID-19 on the global economy, including the Company’s businesses, the Company’s ability to continue driving strong growth in its digital business and accelerating its digital transformation, 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, whether the Company will realize the anticipated benefits of its investment in Vantage Data Centers, including the performance and stability of its portfolio, whether the Company will preserve value at its legacy assets, make significant progress on its digital transformation, the resilience and growth in demand for digital infrastructure, the Company’s ability to continue deploying capital into high quality digital investments, the Company’s ability to simplify its business and further monetize legacy businesses, including the timing and amount of proceeds to be received by the Company if any, CLNC’s performance and its impact on the Company’s performance, the impact of management changes at CLNC, whether the Company’s operations of its non-digital business units will result in maximizing cash flows and value over time, including the impact of COVID-19 on such operations and cash flows, whether monetizations of Other Equity and Debt and other non-core investments will be a meaningful source of the Company’s liquidity, the impact of impairments, the Company’s ability to successfully negotiate accommodations with lenders or refinance its mortgage debt on healthcare and hospitality properties on attractive terms, or at all, and any resulting impact on the Company’s financial condition and liquidity, 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 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, including the implementation and timing of CEO succession plans, 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), including the CLNC share price as compared to book value and how the Company evaluates the Company’s investment in CLNC, the Company’s ability to minimize balance sheet commitments to its managed investment vehicles, the performance of the Company’s investment in DataBank and whether the Company will continue to invest in edge/ colocation data center sector and support future growth opportunities through potential add-on acquisitions and greenfield edge data center developments, and whether if consummated such additional investments and growth opportunities result in any of the benefits we anticipate or at all, customer demand for datacenters, whether the Company will realize any anticipated benefits from the Alpine Energy joint venture, 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 and Quarterly Report on Form 10-Q for the quarter ended March 31, 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.
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 Equity and Debt segment, net of depreciation, amortization and impairment previously adjusted for FFO; (ii) gains and losses from sales of businesses within the Investment Management segment and impairment write-downs associated with the Investment Management segment; (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) 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 Core Earnings. Refer to CLNC’s filings with the SEC for the definition and calculation of Core Earnings.
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.
DataBank 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.
Colony Capital | Supplemental Financial Report | ||
Important Note Regarding Non-GAAP Financial Measures |
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, 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 digital investment management business.
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.
NOI before Reserve for Furniture, Fixtures and Equipment Expenditures (“NOI before FF&E Reserve”): For our hospitality real estate segment, NOI before FF&E Reserve represents NOI before the deduction of reserve contributions for the repair, replacement and refurbishment of furniture, fixtures, and equipment ("FF&E"), which are typically 4% to 5% of revenues, and required under certain debt agreements and/or franchise and brand-managed hotel agreements.
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.
Colony Capital | Supplemental Financial Report | ||
Note Regarding CLNY Reportable Segments / Consolidated and OP Share of Consolidated Amounts |
This presentation includes supplemental financial information for the following segments: Digital, Healthcare Real Estate; Hospitality Real Estate; CLNC; Other Investment Management; and Other Equity and Debt.
Digital
The Company's Digital Segment is comprised of (i) the digital infrastructure and real estate investment management business, which currently manages the $4.1 billion DCP fund, separately capitalized digital real estate portfolio companies and other digital real estate investment funds and (ii) balance sheet equity interests in digital infrastructure and real estate operating businesses, including the 20% interest in DataBank, and GP co-investments in management funds, primarily comprised of the $250 million commitment to DCP.
Healthcare Real Estate
As of June 30, 2020, the consolidated healthcare portfolio consisted of 357 properties: 154 senior housing properties, 106 medical office properties, 88 skilled nursing facilities and 9 hospitals. The healthcare portfolio earns rental income from our 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, the Company also earns resident fee income from senior housing properties that are managed by operators under a REIT Investment Diversification and Empowerment Act of 2007 (“RIDEA”) structure.
Hospitality Real Estate
As of June 30, 2020, the consolidated hospitality portfolio consisted of 157 properties: 87 select service properties, 66 extended stay properties and 4 full service properties. The hospitality portfolio consists primarily of select service and extended stay hotels located mostly in major metropolitan markets in the U.S., with the majority affiliated with top hotel brands. The select service hospitality portfolio referred to as the THL Hotel Portfolio, which the Company acquired through consensual transfer during the third quarter 2017, is not included in the Hospitality Real Estate segment and is included in the Other Equity and Debt segment.
Colony Credit Real Estate, Inc. (“CLNC”)
Colony Credit Real Estate, Inc. is a commercial real estate credit REIT externally managed by the Company with $4.7 billion in assets and $1.7 billion in GAAP book equity value as of June 30, 2020. The Company owns approximately 48.0 million shares and share equivalents, or 36%, of CLNC and earns an annual base management fee of 1.5% on stockholders’ equity (as defined in the CLNC management agreement) and an incentive fee of 20% of CLNC’s Core Earnings over a 7% hurdle rate.
Other Investment Management
The Company’s Other Investment Management segment includes the management of traditional commercial real estate investments through private real estate credit funds and related co-investment vehicles, CLNC, a public non-traded healthcare REIT and interests in other investment management platforms, among other smaller investment funds. 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 the achievement of minimum return hurdles.
Other Equity and Debt
The Company owns a diversified group of non-digital real estate and real estate-related debt and equity investments, many of which are through joint ventures with funds managed by the Company’s other investment management business. Over time, the Company expects to monetize the bulk of its existing portfolio as it completes its digital transformation.
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.
Colony Capital | Supplemental Financial Report | ||
Table of Contents |
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 | ||
a. | Summary Metrics | 19 | |
b. | Investment Management | 20 | |
c. | Balance Sheet Investments | 21 | |
Page | |||
V. | Healthcare Real Estate | ||
a. | Summary Metrics and Operating Results | 22 | |
b. | Portfolio Overview | 23-24 | |
VI. | Hospitality Real Estate | ||
a. | 25 | ||
b. | 26 | ||
VII. | CLNC | 27 | |
VIII. | Other Investment Management | ||
a. | Summary Metrics | 28 | |
b. | AUM & FEEUM | 29 | |
IX. | 30-32 | ||
X. | Total Company Assets Under Management | 33 | |
XI. | Appendices | ||
a. | 35-36 | ||
b. | 37 | ||
c. | Reconciliation of Net Income (Loss) to Digital investment management FRE and Reconciliation of Net Income (Loss) to DataBank Adjusted EBITDA | 38 | |
Colony Capital | Supplemental Financial Report | 5 | ||
Ia. Financial Overview - Summary Metrics |
($ and shares in thousands, except per share data and as noted; as of or for the three months ended June 30, 2020, unless otherwise noted) (Unaudited) | |||
Financial Data | |||
Net income (loss) attributable to common stockholders | $ | (2,042,790 | ) |
Net income (loss) attributable to common stockholders per basic share | (4.33 | ) | |
Core FFO | (154,211 | ) | |
Core FFO per basic share | (0.29 | ) | |
Core FFO excluding gains/losses | (19,323 | ) | |
Core FFO excluding gains/losses per basic share | (0.04 | ) | |
Balance Sheet, Capitalization and Trading Statistics | |||
Total consolidated assets | $ | 16,183,534 | |
CLNY OP share of consolidated assets | 10,622,322 | ||
Total consolidated debt(1) | 9,612,525 | ||
CLNY OP share of consolidated debt(1) | 7,147,356 | ||
Shares and OP units outstanding as of June 30, 2020 | 535,201 | ||
Shares and OP units outstanding as of August 4, 2020 | 535,255 | ||
Liquidation preference of perpetual preferred equity | 1,033,750 | ||
Insider ownership of shares and OP units as of August 4, 2020 | 9.9 | % | |
Digital Assets Under Management ("AUM") | $ 21.6 billion | ||
Total Company AUM | $ 45.7 billion | ||
Total Company Fee Earning Equity Under Management ("FEEUM") | $ 16.3 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. |
Colony Capital | Supplemental Financial Report | 6 | ||
Ib. Financial Overview - Summary of Segments |
($ in thousands; as of or for the three months ended June 30, 2020, unless otherwise noted) | Consolidated amount | CLNY OP share of consolidated amount | ||||
Digital | ||||||
Digital Investment Management(1) | ||||||
Third-party AUM ($ in millions) | $ | 21,015 | ||||
FEEUM ($ in millions) | 7,743 | |||||
Q2 2020 fee related earnings (FRE)(2) | 9,307 | |||||
Annualized Q2 2020 FRE | 37,228 | |||||
Digital Balance Sheet | ||||||
GP co-investments(1) and DataBank - net carrying value | 1,142,740 | 340,875 | ||||
Balance sheet investment - DataBank - Q2 2020 Adjusted EBITDA(3) | 16,573 | 3,223 | ||||
Balance sheet investment - DataBank - annualized Q2 2020 Adjusted EBITDA | 66,292 | 12,892 | ||||
Healthcare Real Estate | ||||||
Q2 2020 net operating income(4)(5) | 59,786 | 42,390 | ||||
Investment-level non-recourse financing(6) | 2,922,442 | 2,082,733 | ||||
Hospitality Real Estate | ||||||
Q2 2020 NOI before FF&E Reserve(5) | (6,606 | ) | (6,431 | ) | ||
Investment-level non-recourse financing(6) | 2,667,374 | 2,495,991 | ||||
Notes:
(1) | In July 2020, the Company closed on a strategic investment from Wafra of approximately $250 million for a 31.5% ownership stake in the Digital Investment Management business. Wafra also committed over $150 million to Digital Colony’s current and future GP co-investments. |
(2) | For a reconciliation of net income/(loss) to FRE, please refer to the appendix to this presentation. |
(3) | For a reconciliation of net income/(loss) from continuing operations to Adjusted EBITDA, please refer to the appendix to this presentation. |
(4) | NOI includes $1.1 million consolidated or $0.7 million CLNY OP share of interest earned related to $49 million consolidated or $34 million CLNY OP share carrying value of healthcare real estate loans. This interest income is in the Interest Income line item on the Company’s Statement of Operations. |
(5) | For a reconciliation of net income/(loss) from continuing operations to NOI, please refer to the appendix to this presentation. |
(6) | Represents unpaid principal balance. |
Colony Capital | Supplemental Financial Report | 7 | ||
Ib. Financial Overview - Summary of Segments (cont’d) |
($ in thousands except as noted; as of or for the three months ended June 30, 2020, unless otherwise noted) | Consolidated amount | CLNY OP share of consolidated amount | ||||||
CLNC | ||||||||
Net carrying value of 36% interest | $ | 336,513 | $ | 336,513 | ||||
Other Investment Management | ||||||||
Third-party AUM ($ in millions) | 14,862 | |||||||
FEEUM ($ in millions) | 8,515 | |||||||
Q2 2020 fee revenue and REIM platform equity method earnings | 21,637 | |||||||
Other Equity and Debt (1) | ||||||||
Assets(2) | 5,108,479 | 2,430,032 | ||||||
Debt(3) | 2,187,752 | 1,134,777 | ||||||
Equity | $ | 2,920,727 | $ | 1,295,255 | ||||
Net Assets | ||||||||
Cash and cash equivalents, restricted cash and other assets(4) | 1,833,870 | 1,523,289 | ||||||
Accrued and other liabilities and dividends payable(5) | 795,121 | 524,053 | ||||||
Net assets | $ | 1,038,749 | $ | 999,236 | ||||
Notes:
(1) | Includes assets and liabilities classified as held for sale on the Company’s financial statements. |
(2) | Includes all components related to real estate assets, including tangible real estate and lease-related intangibles. |
(3) | Represents unpaid principal balance. |
(4) | Other assets excludes $16 million consolidated and CLNY OP share of margin/collateral value which is included in the assets of Digital balance sheet investments shown on page 21. |
(5) | Accrued and other liabilities excludes $96 million of derivative liability which is included in the debt of Digital balance sheet investments shown on page 21. |
Colony Capital | Supplemental Financial Report | 8 | ||
IIa. Financial Results - Consolidated Balance Sheet |
($ in thousands, except per share data) (unaudited) | As of June 30, 2020 | |||
Assets | ||||
Cash and cash equivalents | $ | 1,099,467 | ||
Restricted cash | 145,229 | |||
Real estate, net | 8,987,902 | |||
Loans receivable | 1,398,087 | |||
Equity and debt investments | 1,825,448 | |||
Goodwill | 851,757 | |||
Deferred leasing costs and intangible assets, net | 565,221 | |||
Assets held for sale | 705,217 | |||
Other assets | 527,309 | |||
Due from affiliates | 77,897 | |||
Total assets | $ | 16,183,534 | ||
Liabilities | ||||
Debt, net | $ | 9,211,114 | ||
Accrued and other liabilities | 869,947 | |||
Intangible liabilities, net | 87,195 | |||
Liabilities related to assets held for sale | 261,791 | |||
Due to affiliates | 1,336 | |||
Dividends and distributions payable | 18,516 | |||
Total liabilities | 10,449,899 | |||
Commitments and contingencies | ||||
Redeemable noncontrolling interests | 29,066 | |||
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; 481,391 shares issued and outstanding | 4,814 | |||
Class B, 1,000 shares authorized; 734 shares issued and outstanding | 7 | |||
Additional paid-in capital | 7,540,197 | |||
Accumulated deficit | (5,849,098 | ) | ||
Accumulated other comprehensive income | 44,367 | |||
Total stockholders’ equity | 2,739,777 | |||
Noncontrolling interests in investment entities | 2,776,604 | |||
Noncontrolling interests in Operating Company | 188,188 | |||
Total equity | 5,704,569 | |||
Total liabilities, redeemable noncontrolling interests and equity | $ | 16,183,534 | ||
Colony Capital | Supplemental Financial Report | 9 | ||
IIb. Financial Results - Noncontrolling Interests’ Share Balance Sheet |
($ in thousands, except per share data) (unaudited) | As of June 30, 2020 | |||
Assets | ||||
Cash and cash equivalents | $ | 94,565 | ||
Restricted cash | 27,880 | |||
Real estate, net | 2,934,826 | |||
Loans receivable | 683,065 | |||
Equity and debt investments | 656,120 | |||
Goodwill | 377,464 | |||
Deferred leasing costs and intangible assets, net | 215,685 | |||
Assets held for sale | 383,472 | |||
Other assets | 188,135 | |||
Total assets | $ | 5,561,212 | ||
Liabilities | ||||
Debt, net | $ | 2,320,735 | ||
Accrued and other liabilities | 271,069 | |||
Intangible liabilities, net | 32,096 | |||
Liabilities related to assets held for sale | 131,642 | |||
Total liabilities | 2,755,542 | |||
Commitments and contingencies | ||||
Redeemable noncontrolling interests | 29,066 | |||
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; 481,391 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 | 2,776,604 | |||
Noncontrolling interests in Operating Company | — | |||
Total equity | 2,776,604 | |||
Total liabilities, redeemable noncontrolling interests and equity | $ | 5,561,212 | ||
Colony Capital | Supplemental Financial Report | 10 | ||
IIc. Financial Results - Consolidated Segment Operating Results |
Three Months Ended June 30, 2020 | ||||||||||||||||||||||||||||||||
($ in thousands) (Unaudited) | Digital | Healthcare | Hospitality | CLNC | Other Investment Management | Other Equity and Debt | Amounts not allocated to segments | Total | ||||||||||||||||||||||||
Revenues | ||||||||||||||||||||||||||||||||
Property operating income | $ | 42,017 | $ | 139,983 | $ | 57,136 | $ | — | $ | — | $ | 54,680 | $ | — | $ | 293,816 | ||||||||||||||||
Interest income | 6 | 1,058 | — | — | 19 | 19,197 | 2,096 | 22,376 | ||||||||||||||||||||||||
Fee income | 20,173 | — | — | — | 23,367 | — | — | 43,540 | ||||||||||||||||||||||||
Other income | 1,217 | 1,639 | 7 | — | 6,812 | 551 | 2,408 | 12,634 | ||||||||||||||||||||||||
Total revenues | 63,413 | 142,680 | 57,143 | — | 30,198 | 74,428 | 4,504 | 372,366 | ||||||||||||||||||||||||
Expenses | ||||||||||||||||||||||||||||||||
Property operating expense | 18,055 | 74,752 | 63,733 | — | — | 37,103 | — | 193,643 | ||||||||||||||||||||||||
Interest expense | 8,184 | 34,699 | 29,889 | — | — | 17,683 | 16,331 | 106,786 | ||||||||||||||||||||||||
Investment and servicing expense | 816 | 907 | 799 | — | 42 | 7,659 | 1,171 | 11,394 | ||||||||||||||||||||||||
Transaction costs | 75 | — | — | — | — | — | — | 75 | ||||||||||||||||||||||||
Depreciation and amortization | 35,102 | 36,980 | 35,462 | — | 2,477 | 23,381 | 1,503 | 134,905 | ||||||||||||||||||||||||
Impairment loss | — | 661,255 | 660,751 | — | 515,000 | 152,254 | 12,297 | 2,001,557 | ||||||||||||||||||||||||
Compensation expense | ||||||||||||||||||||||||||||||||
Cash and equity-based compensation | 17,872 | 1,366 | 1,460 | — | 13,191 | 2,768 | 27,856 | 64,513 | ||||||||||||||||||||||||
Carried interest and incentive compensation | — | — | — | — | (1,162 | ) | — | — | (1,162 | ) | ||||||||||||||||||||||
Administrative expenses | 4,981 | 383 | 333 | — | 1,730 | 4,637 | 8,341 | 20,405 | ||||||||||||||||||||||||
Total expenses | 85,085 | 810,342 | 792,427 | — | 531,278 | 245,485 | 67,499 | 2,532,116 | ||||||||||||||||||||||||
Other income (loss) | ||||||||||||||||||||||||||||||||
Gain on sale of real estate assets | — | — | — | — | — | 2,868 | — | 2,868 | ||||||||||||||||||||||||
Other gain (loss), net | 5,472 | (342 | ) | 354 | — | 55 | (174,351 | ) | (4,218 | ) | (173,030 | ) | ||||||||||||||||||||
Equity method earnings (loss) | 7,940 | — | — | (350,241 | ) | (1,709 | ) | (28,525 | ) | — | (372,535 | ) | ||||||||||||||||||||
Equity method earnings (loss) - carried interest | — | — | — | — | (2,324 | ) | — | — | (2,324 | ) | ||||||||||||||||||||||
Income (loss) before income taxes | (8,260 | ) | (668,004 | ) | (734,930 | ) | (350,241 | ) | (505,058 | ) | (371,065 | ) | (67,213 | ) | (2,704,771 | ) | ||||||||||||||||
Income tax benefit (expense) | 1,714 | (12,136 | ) | (6,691 | ) | — | 8,697 | 760 | (64 | ) | (7,720 | ) | ||||||||||||||||||||
Income (loss) from continuing operations | (6,546 | ) | (680,140 | ) | (741,621 | ) | (350,241 | ) | (496,361 | ) | (370,305 | ) | (67,277 | ) | (2,712,491 | ) | ||||||||||||||||
Income (loss) from discontinued operations | — | — | — | — | 361 | (6,863 | ) | — | (6,502 | ) | ||||||||||||||||||||||
Net income (loss) | (6,546 | ) | (680,140 | ) | (741,621 | ) | (350,241 | ) | (496,000 | ) | (377,168 | ) | (67,277 | ) | (2,718,993 | ) | ||||||||||||||||
Net income (loss) attributable to noncontrolling interests: | ||||||||||||||||||||||||||||||||
Redeemable noncontrolling interests | 390 | — | — | — | — | — | — | 390 | ||||||||||||||||||||||||
Investment entities | (16,393 | ) | (197,869 | ) | (37,919 | ) | — | (42 | ) | (217,829 | ) | — | (470,052 | ) | ||||||||||||||||||
Operating Company | 938 | (47,861 | ) | (69,839 | ) | (34,757 | ) | (49,215 | ) | (15,809 | ) | (8,514 | ) | (225,057 | ) | |||||||||||||||||
Net income (loss) attributable to Colony Capital, Inc. | 8,519 | (434,410 | ) | (633,863 | ) | (315,484 | ) | (446,743 | ) | (143,530 | ) | (58,763 | ) | (2,024,274 | ) | |||||||||||||||||
Preferred stock dividends | — | — | — | — | — | — | 18,516 | 18,516 | ||||||||||||||||||||||||
Net income (loss) attributable to common stockholders | $ | 8,519 | $ | (434,410 | ) | $ | (633,863 | ) | $ | (315,484 | ) | $ | (446,743 | ) | $ | (143,530 | ) | $ | (77,279 | ) | $ | (2,042,790 | ) | |||||||||
Colony Capital | Supplemental Financial Report | 11 | ||
IId. Financial Results - Noncontrolling Interests’ Share Segment Operating Results |
Three Months Ended June 30, 2020 | |||||||||||||||||||||||||||||||||
($ in thousands) (unaudited) | Digital | Healthcare | Hospitality | CLNC | Other Investment Management | Other Equity and Debt | Amounts not allocated to segments | Total | |||||||||||||||||||||||||
Revenues | — | ||||||||||||||||||||||||||||||||
Property operating income | $ | 33,610 | $ | 39,605 | $ | 4,028 | $ | — | $ | — | $ | 29,439 | $ | — | $ | 106,682 | |||||||||||||||||
Interest income | — | 312 | — | — | — | 9,886 | — | 10,198 | |||||||||||||||||||||||||
Fee income | — | — | — | — | 5 | — | — | 5 | |||||||||||||||||||||||||
Other income | 49 | 498 | 1 | — | — | — | — | 548 | |||||||||||||||||||||||||
Total revenues | 33,659 | 40,415 | 4,029 | — | 5 | 39,325 | — | 117,433 | |||||||||||||||||||||||||
Expenses | |||||||||||||||||||||||||||||||||
Property operating expense | 14,440 | 20,565 | 4,203 | — | — | 18,726 | — | 57,934 | |||||||||||||||||||||||||
Interest expense | 6,537 | 9,866 | 1,892 | — | — | 8,208 | — | 26,503 | |||||||||||||||||||||||||
Investment and servicing expense | 124 | 299 | — | — | 1 | 3,196 | — | 3,620 | |||||||||||||||||||||||||
Transaction costs | — | — | — | — | — | — | — | — | |||||||||||||||||||||||||
Depreciation and amortization | 22,791 | 10,749 | 2,242 | — | — | 12,708 | — | 48,490 | |||||||||||||||||||||||||
Impairment loss | — | 199,877 | 33,612 | — | — | 46,224 | — | 279,713 | |||||||||||||||||||||||||
Compensation expense | |||||||||||||||||||||||||||||||||
Cash and equity-based compensation | 6,385 | — | — | — | — | 1,209 | — | 7,594 | |||||||||||||||||||||||||
Carried interest and incentive compensation | — | — | — | — | — | — | — | — | |||||||||||||||||||||||||
Administrative expenses | 2,001 | 82 | 5 | — | 33 | 1,854 | — | 3,975 | |||||||||||||||||||||||||
Total expenses | 52,278 | 241,438 | 41,954 | — | 34 | 92,125 | — | 427,829 | |||||||||||||||||||||||||
Other income (loss) | |||||||||||||||||||||||||||||||||
Gain on sale of real estate assets | — | — | — | — | — | 1,912 | — | 1,912 | |||||||||||||||||||||||||
Other gain (loss), net | 359 | (104 | ) | 6 | — | — | (162,869 | ) | — | (162,608 | ) | ||||||||||||||||||||||
Equity method earnings (loss) | 120 | — | — | — | (13 | ) | (197 | ) | — | (90 | ) | ||||||||||||||||||||||
Equity method earnings (loss) - carried interest | — | — | — | — | — | — | — | — | |||||||||||||||||||||||||
Income (loss) before income taxes | (18,140 | ) | (201,127 | ) | (37,919 | ) | — | (42 | ) | (213,954 | ) | — | (471,182 | ) | |||||||||||||||||||
Income tax benefit (expense) | 2,137 | (3,684 | ) | — | — | — | 924 | — | (623 | ) | |||||||||||||||||||||||
Net income (loss) | (16,003 | ) | (204,811 | ) | (37,919 | ) | — | (42 | ) | (213,030 | ) | — | (471,805 | ) | |||||||||||||||||||
Income (loss) from discontinued operations | — | — | — | — | — | (4,799 | ) | — | (4,799 | ) | |||||||||||||||||||||||
Non-pro rata allocation of income (loss) to NCI | — | 6,942 | — | — | — | — | — | 6,942 | |||||||||||||||||||||||||
Net income (loss) attributable to noncontrolling interests | $ | (16,003 | ) | $ | (197,869 | ) | $ | (37,919 | ) | $ | — | $ | (42 | ) | $ | (217,829 | ) | $ | — | $ | (469,662 | ) | |||||||||||
Colony Capital | Supplemental Financial Report | 12 | ||
IIe. Financial Results - Segment Reconciliation of Net Income to FFO & Core FFO |
Three Months Ended June 30, 2020 | ||||||||||||||||||||||||||||||||||||||||
OP prorata share by segment | Amounts attributable to noncontrolling interests | CLNY consolidated as reported | ||||||||||||||||||||||||||||||||||||||
($ in thousands) (Unaudited) | Digital | Healthcare | Hospitality | CLNC | Other Investment Management | Other Equity and Debt | Amounts not allocated to segments | Total OP pro rata share | ||||||||||||||||||||||||||||||||
Net income (loss) attributable to common stockholders | $ | 8,519 | $ | (434,410 | ) | $ | (633,863 | ) | $ | (315,484 | ) | $ | (446,743 | ) | $ | (143,530 | ) | $ | (77,279 | ) | $ | (2,042,790 | ) | $ | — | $ | (2,042,790 | ) | ||||||||||||
Net income (loss) attributable to noncontrolling common interests in Operating Company | 938 | (47,861 | ) | (69,839 | ) | (34,757 | ) | (49,215 | ) | (15,809 | ) | (8,514 | ) | (225,057 | ) | — | (225,057 | ) | ||||||||||||||||||||||
Net income (loss) attributable to common interests in Operating Company and common stockholders | 9,457 | (482,271 | ) | (703,702 | ) | (350,241 | ) | (495,958 | ) | (159,339 | ) | (85,793 | ) | (2,267,847 | ) | — | (2,267,847 | ) | ||||||||||||||||||||||
Adjustments for FFO: | ||||||||||||||||||||||||||||||||||||||||
Real estate depreciation and amortization | 5,178 | 30,636 | 33,220 | 4,968 | 68 | 11,153 | — | 85,223 | 46,499 | 131,722 | ||||||||||||||||||||||||||||||
Impairment of real estate | — | 461,378 | 627,139 | — | — | 105,905 | — | 1,194,422 | 279,840 | 1,474,262 | ||||||||||||||||||||||||||||||
Gain from sales of real estate | — | — | (1 | ) | — | — | 1,658 | — | 1,657 | 3,262 | 4,919 | |||||||||||||||||||||||||||||
Less: Adjustments attributable to noncontrolling interests in investment entities | — | — | — | — | — | — | — | — | (329,601 | ) | (329,601 | ) | ||||||||||||||||||||||||||||
FFO | $ | 14,635 | $ | 9,743 | $ | (43,344 | ) | $ | (345,273 | ) | $ | (495,890 | ) | $ | (40,623 | ) | $ | (85,793 | ) | $ | (986,545 | ) | $ | — | $ | (986,545 | ) | |||||||||||||
Additional adjustments for Core FFO: | ||||||||||||||||||||||||||||||||||||||||
Gains and losses from sales of depreciable real estate within the Other Equity and Debt segment, net of depreciation, amortization and impairment previously adjusted for FFO(1) | — | — | — | — | — | 335 | — | 335 | 406 | 741 | ||||||||||||||||||||||||||||||
Gains and losses from sales of businesses within the Investment Management segment and impairment write-downs associated with the Investment Management segment | — | — | — | — | 515,698 | — | — | 515,698 | — | 515,698 | ||||||||||||||||||||||||||||||
CLNC Core Earnings adjustments(2) | — | — | — | 266,016 | — | — | — | 266,016 | — | 266,016 | ||||||||||||||||||||||||||||||
Equity-based compensation expense | 741 | 412 | 430 | 564 | 1,944 | 341 | 6,047 | 10,479 | 237 | 10,716 | ||||||||||||||||||||||||||||||
Straight-line rent revenue and expense | 295 | (4,018 | ) | (15 | ) | — | — | (524 | ) | (69 | ) | (4,331 | ) | (909 | ) | (5,240 | ) | |||||||||||||||||||||||
Amortization of acquired above- and below-market lease values, net | 345 | (1,611 | ) | — | (52 | ) | — | 11 | — | (1,307 | ) | 724 | (583 | ) | ||||||||||||||||||||||||||
Amortization of deferred financing costs and debt premiums and discounts | 32 | 1,990 | 3,337 | (149 | ) | 1 | 671 | 2,257 | 8,139 | 1,824 | 9,963 | |||||||||||||||||||||||||||||
Unrealized fair value losses on interest rate and foreign currency hedges, and foreign currency remeasurements | — | 241 | — | (8,665 | ) | (9 | ) | 885 | — | (7,548 | ) | 66 | (7,482 | ) | ||||||||||||||||||||||||||
Acquisition and merger-related transaction costs | 75 | — | — | 257 | — | — | — | 332 | — | 332 | ||||||||||||||||||||||||||||||
Restructuring and merger integration costs(3) | — | — | — | — | 323 | — | 12,723 | 13,046 | — | 13,046 | ||||||||||||||||||||||||||||||
Amortization and impairment of investment management intangibles | 7,053 | — | — | — | 2,471 | 17 | — | 9,541 | 2,084 | 11,625 | ||||||||||||||||||||||||||||||
Non-real estate fixed asset depreciation, amortization and impairment | 80 | — | — | — | 7 | 8 | 13,800 | 13,895 | 170 | 14,065 | ||||||||||||||||||||||||||||||
Amortization of gain on remeasurement of consolidated investment entities | — | — | — | — | — | 6,445 | — | 6,445 | 6,446 | 12,891 | ||||||||||||||||||||||||||||||
Tax effect of Core FFO adjustments, net | (2,028 | ) | 8,355 | — | — | (472 | ) | (2,273 | ) | (1,988 | ) | 1,594 | 669 | 2,263 | ||||||||||||||||||||||||||
Less: Adjustments attributable to noncontrolling interests in investment entities | — | — | — | — | — | — | — | — | (11,717 | ) | (11,717 | ) | ||||||||||||||||||||||||||||
Core FFO | $ | 21,228 | $ | 15,112 | $ | (39,592 | ) | $ | (87,302 | ) | $ | 24,073 | $ | (34,707 | ) | $ | (53,023 | ) | $ | (154,211 | ) | $ | — | $ | (154,211 | ) | ||||||||||||||
Less: Core FFO (gains) losses | — | — | (389 | ) | 100,867 | — | 34,410 | — | 134,888 | — | 134,888 | |||||||||||||||||||||||||||||
Core FFO ex-gains/losses attributable to common interests in Operating Company and common stockholders | $ | 21,228 | $ | 15,112 | $ | (39,981 | ) | $ | 13,565 | $ | 24,073 | $ | (297 | ) | $ | (53,023 | ) | $ | (19,323 | ) | $ | — | $ | (19,323 | ) | |||||||||||||||
Notes:
(1) | Net of $2.1 million consolidated or $0.6 million CLNY OP share of depreciation, amortization and impairment charges previously adjusted to calculate FFO. |
(2) | Represents adjustments to align the Company’s Core FFO with CLNC’s definition of Core Portfolio Core Earnings to reflect the Company’s percentage interest in CLNC's earnings. |
(3) | Restructuring and merger integration costs primarily represent costs and charges incurred as a result of corporate restructuring and reorganization to implement the digital evolution. These costs and charges include severance, retention, relocation, transition, shareholder settlement and other related restructuring costs, which are not reflective of the Company’s core operating performance and the Company does not expect to incur these costs subsequent to the completion of the digital transformation. |
Colony Capital | Supplemental Financial Report | 13 | ||
IIIa. Capitalization - Overview |
($ in thousands; except per share data; as of June 30, 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 (DataBank) | $ | 515,007 | $ | 103,105 | 4.4 | 5.5 | % | ||||||
Healthcare | 2,922,442 | 2,082,733 | 3.9 | 3.9 | % | ||||||||
Hospitality | 2,667,374 | 2,495,991 | 0.8 | 3.3 | % | ||||||||
Other Equity and Debt | 2,177,531 | 1,135,356 | 1.6 | 3.3 | % | ||||||||
Trust Preferred Securities ("TruPS")(3) | 280,117 | 280,117 | 15.9 | 3.2 | % | (4) | |||||||
Total non-recourse debt | 8,562,471 | 6,097,302 | |||||||||||
Corporate debt: | |||||||||||||
$500 million revolving credit facility(5) | 400,000 | 400,000 | 1.5 | 2.7 | % | ||||||||
Convertible/exchangeable senior notes(6) | 616,105 | 616,105 | 1.5 | 4.3 | % | ||||||||
Other corporate debt | 33,949 | 33,949 | 5.4 | 5.0 | % | ||||||||
Total corporate debt | 1,050,054 | 1,050,054 | |||||||||||
Total debt | $ | 9,612,525 | $ | 7,147,356 | |||||||||
Non-recourse debt - Fixed / Floating summary | |||||||||||||
Fixed | $ | 571,898 | $ | 414,933 | |||||||||
Floating | 7,990,573 | 5,682,369 | |||||||||||
Total non-recourse debt | $ | 8,562,471 | $ | 6,097,302 | |||||||||
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 August 4, 2020, 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 0.16% and 3-month LIBOR of 0.30% for floating rate debt. |
(3) | The TruPS were issued by trusts of which the sole assets are junior subordinated notes issued by NRF Holdco, LLC. NRF Holdco is a subsidiary of the Company and owns the Healthcare and Hospitality segments 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) | In July 2020, the Company repaid all outstanding amounts under the RCF. |
(6) | In July 2020, the Company issued $300 million aggregate principal amount of 5.75% exchangeable senior notes due 2025. The Company used the net proceeds to repurchase $289 million of the Company’s 3.875% convertible senior notes due 2021. |
Colony Capital | Supplemental Financial Report | 14 | ||
IIIb. Capitalization - Revolving Credit Facility |
($ in thousands, except as noted; as of June 30, 2020) | ||||
Revolving credit facility | ||||
Maximum principal amount | $ | 500,000 | ||
Amount outstanding(1) | 400,000 | |||
Initial maturity | January 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 $1,740 million | |||
Consolidated Fixed Charge Coverage Ratio(3) | Minimum 1.30 to 1.00 | |||
Interest Coverage Ratio(4) | Minimum 3.00 to 1.00 | |||
Consolidated Leverage Ratio | Maximum 0.65 to 1.00 | |||
Company status: As of June 30, 2020, CLNY is meeting all required covenant threshold levels. | ||||
Notes:
(1) | In July 2020, the Company repaid all outstanding amounts under the RCF. |
(2) | The Company's credit agreement allows for the exclusion of the assets, debt, fixed charges and earnings of investments with non-recourse debt at the Company's election. |
(3) | The borrowing base is discounted by 10% at a Fixed Charge Coverage Ratio between 1.30 and 1.50 to 1.00. |
(4) | Interest Coverage Ratio represents the ratio of the sum of (1) earnings from borrowing base assets and (2) certain investment management earnings divided by the greater of (a) actual interest expense on the revolving credit facility and (b) the average balance of the facility multiplied by 7.0% for the applicable quarter. |
Colony Capital | Supplemental Financial Report | 15 | ||
IIIc. Capitalization - Convertible/Exchangeable Notes & Perpetual Preferred Stock |
($ in thousands; except per share data; as of June 30, 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 | ||||||||||||
3.875% Convertible senior notes(2) | $ | 402,500 | January 15, 2021 | 3.875% fixed | $ | 16.57 | 60.3431 | 24,288 | ||||||||||
5.0% Convertible senior notes | 200,000 | April 15, 2023 | 5.00% fixed | 15.76 | 63.4700 | 12,694 | ||||||||||||
5.375% Exchangeable senior notes | 13,605 | June 15, 2033 | 5.375% fixed | 12.04 | 83.0837 | 1,130 | ||||||||||||
Total convertible debt | $ | 616,105 | ||||||||||||||||
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 April 22, 2020, for the 5.0% convertible senior notes; on or after January 22, 2019, for the 3.875% convertible senior notes; and on or after on or after June 15, 2020, for the 5.375% exchangeable senior notes. |
(2) | In July 2020, the Company issued $300 million aggregate principal amount of 5.75% exchangeable senior notes due 2025. The Company used the net proceeds to repurchase $289 million of the Company’s 3.875% convertible senior notes due 2021. |
Colony Capital | Supplemental Financial Report | 16 | ||
IIId. Capitalization - Debt Maturity and Amortization Schedules |
($ in thousands; as of June 30, 2020) | Payments due by period(1) | |||||||||||||||||||||||
Consolidated debt | 2020 | 2021 | 2022 | 2023 | 2024 and after | Total | ||||||||||||||||||
Non-recourse debt: | ||||||||||||||||||||||||
Digital (DataBank) | $ | 1,647 | $ | 3,346 | $ | 3,896 | $ | 32,646 | $ | 473,472 | $ | 515,007 | ||||||||||||
Healthcare | 51,810 | 289,211 | 133,044 | 11,957 | 2,436,420 | 2,922,442 | ||||||||||||||||||
Hospitality | 1,550,324 | 855,000 | — | — | 262,050 | 2,667,374 | ||||||||||||||||||
Other Equity and Debt | 1,105,412 | 179,054 | 143,040 | 91,600 | 658,425 | 2,177,531 | ||||||||||||||||||
TruPS(2) | — | — | — | — | 280,117 | 280,117 | ||||||||||||||||||
Corporate debt: | ||||||||||||||||||||||||
$500 million revolving credit facility(3) | — | — | 400,000 | — | — | 400,000 | ||||||||||||||||||
Convertible/exchangeable senior notes(4) | — | 402,500 | — | 200,000 | 13,605 | 616,105 | ||||||||||||||||||
Other corporate debt | 1,134 | 2,359 | 2,481 | 2,609 | 25,366 | 33,949 | ||||||||||||||||||
Total consolidated debt | $ | 2,710,327 | $ | 1,731,470 | $ | 682,461 | $ | 338,812 | $ | 4,149,455 | $ | 9,612,525 | ||||||||||||
Pro rata debt | 2020 | 2021 | 2022 | 2023 | 2024 and after | Total | ||||||||||||||||||
Non-recourse debt: | ||||||||||||||||||||||||
Digital (DataBank) | $ | 330 | $ | 670 | $ | 780 | $ | 6,536 | $ | 94,789 | $ | 103,105 | ||||||||||||
Healthcare | 36,601 | 231,162 | 98,550 | 8,366 | 1,708,054 | 2,082,733 | ||||||||||||||||||
Hospitality | 1,466,816 | 767,125 | — | — | 262,050 | 2,495,991 | ||||||||||||||||||
Other Equity and Debt | 573,433 | 166,287 | 47,923 | 80,248 | 267,465 | 1,135,356 | ||||||||||||||||||
TruPS(2) | — | — | — | — | 280,117 | 280,117 | ||||||||||||||||||
Corporate debt: | ||||||||||||||||||||||||
$500 million revolving credit facility(3) | — | — | 400,000 | — | — | 400,000 | ||||||||||||||||||
Convertible/exchangeable senior notes(4) | — | 402,500 | — | 200,000 | 13,605 | 616,105 | ||||||||||||||||||
Other corporate debt | 1,134 | 2,359 | 2,481 | 2,609 | 25,366 | 33,949 | ||||||||||||||||||
Total pro rata debt | $ | 2,078,314 | $ | 1,570,103 | $ | 549,734 | $ | 297,759 | $ | 2,651,446 | $ | 7,147,356 | ||||||||||||
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 August 4, 2020, the latest practicable date that the information was available, and the extension option is at the Company’s discretion. |
(2) | The TruPS were issued by trusts of which the sole assets are junior subordinated notes issued by NRF Holdco, LLC. NRF Holdco is a subsidiary of the Company and owns the Healthcare and Hospitality segments as well as certain OED. The Company is neither an obligor nor guarantor on the junior subordinated debt or TruPS. |
(3) | In July 2020, the Company repaid all outstanding amounts under the RCF. |
(4) | In July 2020, the Company issued $300 million aggregate principal amount of 5.75% exchangeable senior notes due 2025. The Company used the net proceeds to repurchase $289 million of the Company’s 3.875% convertible senior notes due 2021. |
Colony Capital | Supplemental Financial Report | 17 | ||
IIIe. Capitalization - Structure |
Notes:
(1) | In July 2020, the Company issued $300 million aggregate principal amount of 5.75% exchangeable senior notes due 2025. The Company used the net proceeds to repurchase $289 million of the Company’s 3.875% convertible senior notes due 2021. |
Colony Capital | Supplemental Financial Report | 18 | ||
IVa. Digital - Overview and Summary Metrics |
Digital Portfolio Overview | Consolidated amount | CLNY OP share of consolidated amount | ||||||
($ in thousands, as of June 30, 2020, unless otherwise noted) | ||||||||
Digital Investment Management(1) | ||||||||
Third-party AUM ($ in millions) | $ | 21,015 | ||||||
FEEUM ($ in millions) | 7,743 | |||||||
Q2 2020 fee related earnings (FRE)(2) | 9,307 | |||||||
Annualized Q2 2020 FRE | 37,228 | |||||||
Digital Balance Sheet | ||||||||
GP co-investments(1) and DataBank - net carrying value | 1,142,740 | 340,875 | ||||||
DataBank - Q2 2020 Adjusted EBITDA(3) | 16,573 | 3,318 | ||||||
DataBank - annualized Q2 2020 Adjusted EBITDA | 66,292 | 13,272 | ||||||
Notes:
(1) | In July 2020, the Company closed on a strategic investment from Wafra of approximately $250 million for a 31.5% ownership stake in the Digital Investment Management business. Wafra also committed over $150 million to Digital Colony’s current and future GP co-investments. |
(2) | For a reconciliation of net income/(loss) to FRE, please refer to the appendix to this presentation. |
(3) | For a reconciliation of net income/(loss) from continuing operations to Adjusted EBITDA, please refer to the appendix to this presentation. |
Colony Capital | Supplemental Financial Report | 19 | ||
IVb. Digital - Investment Management |
Digital Third-party AUM & FEEUM | ||||||||||||
($ in millions, as of June 30, 2020, unless otherwise noted) | AUM CLNY OP Share | FEEUM CLNY OP Share | Fee Rate | |||||||||
Digital Colony Partners I | $ | 5,665 | $ | 3,756 | 1.2 | % | ||||||
Separately Capitalized Portfolio Companies | 9,556 | 3,019 | 0.8 | % | ||||||||
Co-Investment (Sidecar) Capital | 5,692 | 841 | 0.5 | % | ||||||||
Liquid Strategies | 102 | 127 | 0.4 | % | ||||||||
Digital Investment Management Total | $ | 21,015 | $ | 7,743 | 1.0 | % | ||||||
FRE(1) | ||||||||||||
($ in thousands, unless otherwise noted) | Q2 2020 | |||||||||||
Fee income | $ | 20,173 | ||||||||||
Other income | 552 | |||||||||||
Compensation expense—cash | (9,208 | ) | ||||||||||
Administrative expenses | (2,210 | ) | ||||||||||
FRE Total | $ | 9,307 | ||||||||||
Notes:
(1) | For a reconciliation of net income/(loss) to FRE, please refer to the appendix to this presentation. |
Colony Capital | Supplemental Financial Report | 20 | ||
IVc. Digital - Balance Sheet Interests |
Portfolio Overview | ||||||||
($ in thousand, as of June 30, 2020, unless otherwise noted) | Consolidated amount | CLNY OP share of consolidated amount | ||||||
Digital GP Co-investments | ||||||||
CLNY's GP Co-investments in DCP I Investments ($250 million total commitment) and Other GP Co-investments - net carrying value(1) | $ | 161,287 | $ | 144,388 | ||||
DataBank | ||||||||
Asset | 1,496,460 | 299,591 | ||||||
Debt | 515,007 | 103,104 | ||||||
Net carrying value | 981,453 | 196,487 | ||||||
Digital Balance Sheet Investments - Total Net Carrying Value | $ | 1,142,740 | $ | 340,875 | ||||
DataBank Adjusted EBITDA(2) | Consolidated amount | CLNY OP share of consolidated amount | ||||||
($ in thousands, unless otherwise noted) | ||||||||
Total revenues | $ | 42,021 | $ | 8,413 | ||||
Property operating expenses | (18,055 | ) | (3,615 | ) | ||||
Compensation and administrative expenses | (10,464 | ) | (2,095 | ) | ||||
Transaction, investment and servicing costs | (576 | ) | (115 | ) | ||||
EBITDAre: | 12,926 | 2,588 | ||||||
Straight-line rent expenses and amortization of above- and below-market lease intangibles | 3,055 | 612 | ||||||
Amortization of leasing costs | (1,218 | ) | (244 | ) | ||||
Compensation expense—equity-based | 296 | 59 | ||||||
Installation services | 493 | 99 | ||||||
Restructuring & integration costs | 445 | 89 | ||||||
Transaction, investment and servicing costs | 576 | 115 | ||||||
Adjusted EBITDA: | $ | 16,573 | $ | 3,318 | ||||
DataBank Operating Metrics | ||||||||
($ in millions, unless otherwise noted) | Q2 2020 | Q2 2019 | ||||||
Number of Data Centers | 20 | 17 | ||||||
Total Capacity (RSF - raised sq. ft.) | 563,637 | 454,490 | ||||||
Sellable RSF | 456,649 | 359,126 | ||||||
Occupied RSF | 316,697 | 258,489 | ||||||
% Utilization Rate | 69.4 | % | 72.0 | % | ||||
MRR (Annualized) | $ | 171.4 | $ | 139.9 | ||||
Bookings (Annualized) | $ | 6.6 | $ | 6.6 | ||||
Quarterly Churn (% of Prior Quarter MRR) | 1.8 | % | 1.9 | % | ||||
Notes:
(1) | Net of $96 million of derivative liability. |
(2) | For a reconciliation of net income/(loss) from continuing operations to adjusted EBITDA, please refer to the appendix to this presentation. |
Colony Capital | Supplemental Financial Report | 21 | ||
Va. Healthcare Real Estate - Summary Metrics and Operating Results |
($ in thousands; as of or for the three months ended June 30, 2020, unless otherwise noted) | Consolidated amount | CLNY OP share of consolidated amount | ||||||
Net operating income | ||||||||
Net operating income: | ||||||||
Senior Housing - Operating | $ | 8,987 | $ | 6,292 | ||||
Medical Office Buildings | 13,368 | 9,309 | ||||||
Triple-Net Lease: | ||||||||
Senior Housing(1) | 12,845 | 9,049 | ||||||
Skilled Nursing Facilities | 22,572 | 16,338 | ||||||
Hospitals | 2,014 | 1,402 | ||||||
Total net operating income | $ | 59,786 | $ | 42,390 | ||||
Portfolio overview | Total number of properties | Capacity | % Occupied(2) | TTM Lease Coverage(3) | WA Remaining Lease Term | ||||||||
Senior Housing - Operating | 89 | 6,898 units | 79.3 | % | N/A | N/A | |||||||
Medical Office Buildings | 106 | 3.8 million sq. ft. | 83.4 | % | N/A | 4.5 | |||||||
Triple-Net Lease: | |||||||||||||
Senior Housing | 65 | 3,529 units | 83.5 | % | 1.4x | 11.9 | |||||||
Skilled Nursing Facilities | 88 | 10,458 beds | 82.5 | % | 1.3x | 5.3 | |||||||
Hospitals | 9 | 456 beds | 66.9 | % | 1.9x | 9.9 | |||||||
Total | 357 | ||||||||||||
Same store financial/operating results related to the segment | ||||||||||||||||||||||
% Occupied(2) | TTM Lease Coverage(3) | NOI | ||||||||||||||||||||
Q2 2020 | Q2 2019 | 3/31/2020 | 3/31/2019 | Q2 2020 | Q2 2019 | % Change | ||||||||||||||||
Senior Housing - Operating | 79.3 | % | 83.1 | % | N/A | N/A | $ | 8,987 | $ | 16,469 | (45.4 | )% | ||||||||||
Medical Office Buildings | 83.4 | % | 82.3 | % | N/A | N/A | 13,368 | 13,471 | (0.8 | )% | ||||||||||||
Triple-Net Lease: | ||||||||||||||||||||||
Senior Housing | 83.5 | % | 84.7 | % | 1.4x | 1.3x | 12,845 | 14,483 | (11.3 | )% | ||||||||||||
Skilled Nursing Facilities | 82.5 | % | 82.9 | % | 1.2x | 1.2x | 22,572 | 24,051 | (6.1 | )% | ||||||||||||
Hospitals | 66.9 | % | 65.9 | % | 1.9x | 1.4x | 2,014 | 2,624 | (23.2 | )% | ||||||||||||
Total | $ | 59,786 | $ | 71,098 | (15.9 | )% | ||||||||||||||||
Notes:
(1) | NOI includes $1.1 million consolidated or $0.7 million CLNY OP share of interest earned related to $49 million consolidated or $34 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 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 Healthcare Real Estate 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. |
Colony Capital | Supplemental Financial Report | 22 | ||
Vb. Healthcare Real Estate - Portfolio Overview |
(As of or for the three months ended June 30, 2020, unless otherwise noted) | ||||||||||||||
Triple-Net Lease Coverage(1) | % of Triple-Net Lease TTM NOI as of March 31, 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 | 5 | % | 10 | % | 15 | % | 5 yrs | ||||||
1.00x - 1.09x | 1 | — | % | 11 | % | 11 | % | 7 yrs | ||||||
1.10x - 1.19x | 2 | — | % | 21 | % | 21 | % | 6 yrs | ||||||
1.20x - 1.29x | 2 | — | % | 4 | % | 4 | % | 5 yrs | ||||||
1.30x - 1.39x | 1 | — | % | 2 | % | 2 | % | 9 yrs | ||||||
1.40x - 1.49x | 1 | 27 | % | — | % | 27 | % | 14 yrs | ||||||
1.50x and greater | 4 | 2 | % | 18 | % | 20 | % | 4 yrs | ||||||
Total / W.A. | 15 | 34 | % | 66 | % | 100 | % | 8 yrs | ||||||
Revenue Mix(2) | March 31, 2020 TTM | ||||||||
Private Pay | Medicare | Medicaid | |||||||
Senior Housing - Operating | 87 | % | 3 | % | 10 | % | |||
Medical Office Buildings | 100 | % | — | % | — | % | |||
Triple-Net Lease: | |||||||||
Senior Housing | 54 | % | 6 | % | 40 | % | |||
Skilled Nursing Facilities | 27 | % | 21 | % | 52 | % | |||
Hospitals | 28 | % | 63 | % | 9 | % | |||
W.A. | 58 | % | 12 | % | 30 | % | |||
Notes:
(1) | Represents the ratio of the tenant's/operator's EBITDAR to cash rent payable to the Company's Healthcare Real Estate 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 and hospital types. Caring Homes (U.K.) lease (EBITDAR) coverage includes additional collateral provided by the operator. |
(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. |
Colony Capital | Supplemental Financial Report | 23 | ||
Vb. Healthcare Real Estate - Portfolio Overview (cont’d) |
($ in thousands; as of or for the three months ended June 30, 2020, unless otherwise noted) | |||||||
Top 10 Geographic Locations by NOI | |||||||
Number of properties | NOI | ||||||
United Kingdom | 46 | $ | 10,125 | ||||
Indiana | 55 | 7,352 | |||||
Florida | 25 | 6,516 | |||||
Illinois | 35 | 5,251 | |||||
Pennsylvania | 8 | 5,019 | |||||
Georgia | 21 | 4,302 | |||||
Oregon | 31 | 4,143 | |||||
Ohio | 14 | 3,354 | |||||
Colorado | 8 | 2,051 | |||||
Texas | 29 | 2,010 | |||||
Total | 272 | $ | 50,123 | ||||
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 | $ | 10,125 | 83.5 | % | 1.5x | 14 yrs | ||||||||
Senior Lifestyle | Sr. Housing / RIDEA | 66 | 6,758 | 78.7 | % | N/A | N/A | |||||||||
Sentosa | SNF / NNN | 8 | 5,019 | 84.0 | % | 1.2x | 8 yrs | |||||||||
Millers | SNF / NNN | 28 | 3,990 | 69.0 | % | 1.9x | N/A | |||||||||
Wellington Healthcare | SNF / NNN | 10 | 3,935 | 90.0 | % | 1.0x | 7 yrs | |||||||||
Frontier | Sr. Housing / RIDEA / NNN | 20 | 3,241 | 86.1 | % | N/A | N/A | |||||||||
Opis | SNF / NNN | 11 | 2,950 | 90.0 | % | 1.2x | 4 yrs | |||||||||
Consulate | SNF / NNN | 10 | 2,623 | 89.1 | % | 0.9x | 8 yrs | |||||||||
WW Healthcare | SNF / NNN | 5 | 1,293 | 78.6 | % | 1.3x | 5 yrs | |||||||||
Regency Pacific | SNF / NNN | 14 | 1,161 | 76.8 | % | 1.1x | 9 yrs | |||||||||
Total | 218 | $ | 41,095 | |||||||||||||
Notes:
(1) | Caring Homes (U.K.) lease (EBITDAR) coverage includes additional collateral provided by the operator. |
Colony Capital | Supplemental Financial Report | 24 | ||
VIa. Hospitality Real Estate - Summary Metrics and Operating Results |
($ in thousands; as of or for the three months ended June 30, 2020, unless otherwise noted) | CLNY OP share of consolidated amount | |||||||
NOI before FF&E Reserve | Consolidated amount | |||||||
NOI before FF&E Reserve: | ||||||||
Select Service | $ | (9,792 | ) | $ | (9,345 | ) | ||
Extended Stay | 4,691 | 4,398 | ||||||
Full Service | (1,505 | ) | (1,484 | ) | ||||
Total NOI before FF&E Reserve(1) | $ | (6,606 | ) | $ | (6,431 | ) | ||
Portfolio overview by type | ||||||||||||||||||||||||
Number of hotels | Number of rooms | Avg. qtr. % occupancy | Avg. daily rate (ADR) | RevPAR | NOI before FF&E Reserve | NOI before FF&E Reserve margin | ||||||||||||||||||
Select service | 87 | 11,737 | 21.7 | % | $ | 88 | $ | 19 | $ | (9,792 | ) | (44.3 | )% | |||||||||||
Extended stay | 66 | 7,936 | 44.7 | % | 97 | 43 | 4,691 | 14.4 | % | |||||||||||||||
Full service | 4 | 966 | 13.3 | % | 167 | 22 | (1,505 | ) | (59.4 | )% | ||||||||||||||
Total / W.A. | 157 | 20,639 | 30.2 | % | $ | 95 | $ | 29 | $ | (6,606 | ) | (11.6 | )% | |||||||||||
Same store financial/operating results related to the segment by brand | ||||||||||||||||||||||||||||||||||
Avg. qtr. % occupancy | Avg. daily rate (ADR) | RevPAR | NOI before FF&E Reserve | |||||||||||||||||||||||||||||||
Brand | Q2 2020 | Q2 2019 | Q2 2020 | Q2 2019 | Q2 2020 | Q2 2019 | Q2 2020 | Q2 2019 | % Change | |||||||||||||||||||||||||
Marriott | 28.2 | % | 77.9 | % | $ | 96 | $ | 133 | $ | 27 | $ | 104 | $ | (6,807 | ) | $ | 61,153 | (111.1 | )% | |||||||||||||||
Hilton | 34.6 | % | 82.4 | % | 93 | 135 | 32 | 112 | (249 | ) | 13,848 | (101.8 | )% | |||||||||||||||||||||
Other | 45.1 | % | 87.4 | % | 92 | 141 | 41 | 123 | 450 | 4,515 | (90.0 | )% | ||||||||||||||||||||||
Total / W.A. | 30.2 | % | 79.2 | % | $ | 95 | $ | 134 | $ | 29 | $ | 106 | $ | (6,606 | ) | $ | 79,516 | (108.3 | )% | |||||||||||||||
($ in millions) | 2020 | |||
April | May | June | ||
Occupancy | 22% | 30% | 39% | |
RevPAR (in dollars) | 20 | 27 | 39 | |
NOI before FF&E | (6.3) | (1.3) | 1.0 | |
Notes:
(1) | Q2 2020 FF&E reserve was $1.9 million consolidated or $1.8 million CLNY OP share. For a reconciliation of net income/(loss) attributable to common stockholders to NOI please refer to the appendix to this presentation. |
Colony Capital | Supplemental Financial Report | 25 | ||
VIb. Hospitality Real Estate - Portfolio Overview |
($ in thousands; as of June 30, 2020, unless otherwise noted) | |||||||||||||||||||
Top 10 Geographic Locations by Revenue | Number of hotels | Number of rooms | Number of rooms-select service | Number of rooms-extended stay | Number of rooms-full service | Revenue | |||||||||||||
Texas | 26 | 2,939 | 1,661 | 1,278 | — | $ | 7,945 | ||||||||||||
California | 18 | 2,254 | 1,243 | 1,011 | — | 7,371 | |||||||||||||
Florida | 12 | 2,066 | 1,188 | 291 | 587 | 7,219 | |||||||||||||
New Jersey | 12 | 1,884 | 718 | 942 | 224 | 4,345 | |||||||||||||
New York | 8 | 1,010 | 710 | 300 | — | 3,063 | |||||||||||||
Washington | 5 | 664 | 160 | 504 | — | 2,753 | |||||||||||||
New Hampshire | 6 | 662 | 339 | 323 | — | 2,707 | |||||||||||||
Virginia | 9 | 1,183 | 920 | 263 | — | 2,401 | |||||||||||||
Louisiana | 3 | 340 | 225 | 115 | — | 1,939 | |||||||||||||
North Carolina | 7 | 981 | 831 | 150 | — | 1,833 | |||||||||||||
Total / W.A. | 106 | 13,983 | 7,995 | 5,177 | 811 | $ | 41,576 | ||||||||||||
Colony Capital | Supplemental Financial Report | 26 | ||
VII. CLNC |
($ in thousands, except as noted and per share data; as of June 30, 2020, unless otherwise noted) | Consolidated amount | CLNY OP share of consolidated amount | ||||||
Colony Credit Real Estate, Inc. (NYSE: CLNC) | ||||||||
CLNY OP interest in CLNC as of August 4, 2020 | 36.4 | % | 36.4 | % | ||||
CLNC shares beneficially owned by OP and common stockholders | 48.0 million | 48.0 million | ||||||
Net carrying value - CLNC | $ | 336,513 | $ | 336,513 | ||||
Colony Capital | Supplemental Financial Report | 27 | ||
VIIIa. Other Investment Management - Summary Metrics |
($ in thousands, except as noted; as of June 30, 2020) | ||||
Fee Revenue | CLNY OP Share | |||
Institutional funds | $ | 11,708 | ||
Colony Credit Real Estate (NYSE:CLNC) | 7,223 | |||
Retail companies | 4,431 | |||
Non-wholly owned REIM platforms (equity method earnings) | (1,725 | ) | ||
Total reported fee revenue and REIM platform equity method earnings | $ | 21,637 | ||
Operating Results | ||||
Revenues | ||||
Total fee revenue and REIM earnings of investments in unconsolidated ventures | $ | 21,637 | ||
Interest Income and Other Income | 6,831 | |||
Expenses | ||||
Investment and servicing expense | 41 | |||
Depreciation and amortization | 2,477 | |||
Impairment loss | 515,000 | |||
Compensation expense | ||||
Cash and equity-based compensation | 13,191 | |||
Carried interest and incentive compensation(1) | (1,162 | ) | ||
Administrative expenses | 1,697 | |||
Total expenses | 531,244 | |||
Other gain (loss), net | 55 | |||
Equity method earnings | 29 | |||
Equity method earnings—carried interest(1) | (2,324 | ) | ||
Income tax benefit (expense) | 8,697 | |||
Income (loss) from discontinued operations | 361 | |||
Net loss attributable to common interests in OP and common stockholders | (495,958 | ) | ||
Real estate depreciation and amortization | 68 | |||
(Gains) and losses from sales of businesses and impairment write-downs associated with the Investment Management segment | 515,698 | |||
Equity-based compensation expense | 1,944 | |||
Amortization of deferred financing costs and debt premiums and discounts | 1 | |||
Unrealized fair value losses on interest rate and foreign currency hedges, and foreign currency remeasurements | (9 | ) | ||
Restructuring and merger integration costs | 323 | |||
Amortization and impairment of investment management intangibles | 2,471 | |||
Non-real estate fixed asset depreciation, amortization and impairment | 7 | |||
Tax effect of Core FFO adjustments, net | (472 | ) | ||
Core FFO | $ | 24,073 | ||
Notes:
(1) | Net income and Core FFO included the reversal of net unrealized carried interest income as a result of fair value decreases in certain of the Company's managed investments. |
Colony Capital | Supplemental Financial Report | 28 | ||
VIIIb. Other Investment Management – Assets Under Management |
($ in millions, except as noted; as of June 30, 2020, unless otherwise noted) | |||||||||||||||
Segment | Products | Description | AUM CLNY OP Share | FEEUM CLNY OP Share | Fee Rate | ||||||||||
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 | 8,460 | 5,612 | .8 | % | |||||||||
Public Company | • Colony Credit Real Estate, Inc. | • NYSE-listed credit focused REIT • Contract with base management fees with potential for incentive fees | 3,003 | 1,721 | 1.5 | % | |||||||||
Retail Companies | • NorthStar Healthcare Income | • Manage public non-traded vehicles earning asset management and performance fees | 3,399 | 1,182 | (1) | 1.5 | % | ||||||||
Total | $ | 14,862 | $ | 8,515 | |||||||||||
Notes:
(1) | FEEUM of NorthStar Healthcare Income represents its most recently published Net Asset Value. |
Colony Capital | Supplemental Financial Report | 29 | ||
IX. Other Equity and Debt |
CLNY OP Share | |||||||||||||
Depreciated Carrying Value | |||||||||||||
($ in millions) | 6/30/2020 | ||||||||||||
Investment | Investment Type | Property Type | Geography | CLNY Ownership %(1) | Assets | Equity | % of Total Equity | ||||||
Tolka Irish NPL Portfolio | Non-Performing First Mortgage Loans | Primarily Office | Ireland | 100% | $ | 356.2 | $ | 135.9 | 11 | % | |||
Cortland Multifamily Preferred Equity | Preferred Equity | Multifamily | Primarily SouthEast US | 100% | 130.2 | 130.2 | 10 | % | |||||
THL Hotel Portfolio | Real Estate Equity | Hospitality | Nationwide | 55% | 569.1 | 104.6 | 8 | % | |||||
Bulk Industrial Portfolio | Real Estate Equity | Industrial | Nationwide | 51% | 188.7 | 68.9 | 5 | % | |||||
Ronan CRE Portfolio Loan | Mezzanine Loan | Office, Residential, Mixed-Use | Ireland / France | 50% | 66.1 | 66.1 | 5 | % | |||||
Origination DrillCo Joint Venture | Oil & Gas Well Development Financing | Oil & Gas | East Texas | 100% | 57.2 | 57.2 | 4 | % | |||||
AccorInvest | Real Estate Equity | Hospitality | Primarily Europe | 1% | 54.9 | 54.9 | 4 | % | |||||
McKillin Portfolio Loan | Debt Financing | Office and Personal Guarantee | Primarily US and UK | 96% | 44.3 | 44.3 | 3 | % | |||||
Dublin Docklands | Senior Loan with Profit Participation | Office & Residential | Ireland | 15% | 44.1 | 44.1 | 3 | % | |||||
France & Spain CRE Portfolio | Real Estate Equity | Primarily Office & Hospitality | France & Spain | 33% | 132.3 | 42.4 | 3 | % | |||||
Spencer Dock Loan | Mezzanine Loan with Profit Participation | Office, Hospitality & Residential | Ireland | 20% | 42.4 | 42.4 | 3 | % | |||||
CRC DrillCo Joint Venture | Oil & Gas Well Development Financing | Oil & Gas | California | 25% | 34.5 | 34.5 | 3 | % | |||||
Albertsons | Equity | Grocery Stores | Nationwide | n/a | 33.5 | 33.5 | 3 | % | |||||
Remaining OED (>45 Investments) | Various | Various | Various | Various | 655.4 | 415.2 | 33 | % | |||||
Total Other Equity and Debt | $ | 2,408.9 | $ | 1,274.2 | 100 | % | |||||||
(1) | For % 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. |
Colony Capital | Supplemental Financial Report | 30 | ||
IX. Other Equity and Debt |
CLNY OP Share | ||||||||||
Depreciated Carrying Value | ||||||||||
($ in millions) | 6/30/2020 | |||||||||
Investment | CLNY Ownership %(1) | Assets | Equity | % of Total Equity | Description | |||||
Tolka Irish NPL Portfolio | 100% | $ | 356.2 | $ | 135.9 | 11 | % | NPL portfolio backed by nine assets primarily composed of high quality office buildings in prime Irish locations in Greater Dublin. | ||
Cortland Multifamily Preferred Equity | 100% | 130.2 | 130.2 | 10 | % | 14% preferred equity to a multifamily owner and operator with over 60,000 multifamily units primarily located in the Sunbelt markets. | ||||
THL Hotel Portfolio | 55% | 569.1 | 104.6 | 8 | % | Portfolio of 89 primarily extended-stay and select-service hotels with $843mm of debt that is non-recourse to CLNY; currently pursuing modification with lenders and servicer, but no assurances can be made that a successful medication will be executed. | ||||
Bulk Industrial Portfolio | 51% | 188.7 | 68.9 | 5 | % | Portfolio of industrial assets, consisting of six buildings totaling 4,182,526 square feet in five industrial markets in the United States. | ||||
Ronan CRE Portfolio Loan | 50% | 66.1 | 66.1 | 5 | % | EUR 93.8M junior loan with a 14% return (partial PIK) and maturity in Jan‐22 collateralized by a portfolio of 12 income-producing office assets and 5 residential and mixed-use development sites primarily in Ireland. | ||||
Origination DrillCo Joint Venture | 100% | 57.2 | 57.2 | 4 | % | 8 producing oil & gas wells in east Texas, in which Colony receives a majority of the cash flows until Colony receives an agreed upon return at which point its share will decrease to a minority of the cash flows. Going forward, the Company does not anticipate funding material capital. | ||||
AccorInvest | 1% | 54.9 | 54.9 | 4 | % | Ownership of a diversified portfolio of approximately 900 hotels located primarily in Europe and mostly within the economy and midscale segments managed by AccorHotels. The Company’s position sits alongside EUR 770M of third-party capital managed by the Company, which combine to own approximately 22% of AccorInvest. | ||||
McKillin Portfolio Loan | 96% | 44.3 | 44.3 | 3 | % | GBP 49M 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. | ||||
Dublin Docklands | 15% | 44.1 | 44.1 | 3 | % | EUR 230M 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. | ||||
France & Spain CRE Portfolio | 33% | 132.3 | 42.4 | 3 | % | Portfolio initially constituted by 34 office and hotel assets, of which 32 office properties were located in France (representing 60% of the portfolio) and 2 hotels in Spain (representing 40% of the portfolio). | ||||
Colony Capital | Supplemental Financial Report | 31 | ||
IX. Other Equity and Debt |
CLNY OP Share | ||||||||||
Depreciated Carrying Value | ||||||||||
($ in millions) | 6/30/2020 | |||||||||
Investment | CLNY Ownership %(1) | Assets | Equity | % of Total Equity | Description | |||||
Spencer Dock Loan | 20% | 42.4 | 42.4 | 3 | % | EUR 222.6M whole loan (EUR 129.5M funded to date and EUR 93.1M in residual commitment) with 71% profit participation in a Dublin mixed-use development of more than 1M square feet. The South Site (accounting for 56.4% of total NIA) is entirely pre let to SalesForce and Dalata, while the North Site (accounting for 43.6% of total NIA) is attracting significant interest for a potential forward funding scheme. | ||||
CRC DrillCo Joint Venture | 25% | 34.5 | 34.5 | 3 | % | Bankruptcy remote interest in ~175 producing oil & gas wells in California operated by California Resources Corp, through Alpine Energy Capital, in which Alpine receives a majority of the cash flows until Colony receives an agreed upon return at which point its share will decrease to a minority of the cash flows. Going forward, the Company does not anticipate funding material capital. | ||||
Albertsons | n/a | 33.5 | 33.5 | 3 | % | |||||
Remaining OED (>45 Investments) | Various | 655.4 | 415.2 | 33 | % | |||||
Total Other Equity and Debt | $ | 2,408.9 | $ | 1,274.2 | 100 | % | ||||
(1) | For % 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. |
Colony Capital | Supplemental Financial Report | 32 | ||
X. Total Company Assets Under Management |
($ in millions) | CLNY OP Share | |||||||||||
Segment | 6/30/20 | % of Grand Total | 6/30/19 | % of Grand Total | ||||||||
Digital balance sheet(1) | $ | 540 | 1.2 | % | $ | 56 | .2 | % | ||||
Digital investment management | 21,016 | 46.0 | % | 1,880 | 5.3 | % | ||||||
Digital AUM | $ | 21,556 | 47.2 | % | $ | 1,936 | 5.5 | % | ||||
Healthcare | 2,691 | 5.9 | % | 3,917 | 11.1 | % | ||||||
Hospitality | 2,468 | 5.4 | % | 3,907 | 11.0 | % | ||||||
CLNC(3) | 1,722 | 3.8 | % | 2,154 | 6.1 | % | ||||||
Other Equity and Debt(1)(2) | 2,409 | 5.3 | % | 3,207 | 9.1 | % | ||||||
Industrial(2) | — | — | % | 1,465 | 4.1 | % | ||||||
Legacy balance sheet AUM | 9,290 | 20.3 | % | 14,650 | 41.4 | % | ||||||
CLNC(4) | 3,003 | 6.6 | % | 3,707 | 10.5 | % | ||||||
Legacy Institutional | 8,460 | 18.5 | % | 10,170 | 28.7 | % | ||||||
Retail Companies | 3,399 | 7.4 | % | 3,446 | 9.7 | % | ||||||
NRE | — | — | % | 1,494 | 4.2 | % | ||||||
Other Investment Management AUM | 14,862 | 32.5 | % | 18,817 | 53.2 | % | ||||||
Grand Total AUM | $ | 45,708 | 100.0 | % | $ | 35,403 | 100.0 | % | ||||
Notes:
(1) For purposes of comparison period over period, June 30, 2019 Digital balance sheet AUM includes $56 million of digital assets which were previously classified under Other Equity and Debt.
(2) For purposes of comparison period over period, June 30, 2019 Other Equity and Debt includes $190 million of bulk industrial assets which were previously classified under Industrial.
(3) Represents the Company’s 36% ownership share of CLNC’s total pro-rata share of assets of $4.7 billion as of June 30, 2020 and $5.8 billion as of June 30, 2019.
(4) Represents third-party 64% ownership share of CLNC’s total pro-rata share of assets of $4.7 billion as of June 30, 2020 and $5.8 billion as of June 30, 2019.
Colony Capital | Supplemental Financial Report | 33 | ||
APPENDICES
Colony Capital | Supplemental Financial Report | 34 | ||
XIa. 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 by DataBank 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.
Healthcare same store portfolio: defined as properties in operation throughout the full periods presented under the comparison and included 357 properties in the comparisons. Properties acquired or disposed during these periods are excluded for the same store portfolio.
Hospitality same store portfolio: defined as hotels in operation throughout the full periods presented under the comparison and included 157 hotels.
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.
NOI before FF&E Reserve: For our hospitality real estate segment, NOI before FF&E Reserve represents NOI before the deduction of reserve contributions for the repair, replacement and refurbishment of furniture, fixtures, and equipment ("FF&E"), which are typically 4% to 5% of revenues, and required under certain debt agreements and/or franchise and brand-managed hotel agreements.
Colony Capital | Supplemental Financial Report | 35 | ||
XIa. 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 Healthcare Real Estate 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
REIM: Real Estate Investment Management
Colony Capital | Supplemental Financial Report | 36 | ||
XIb. Appendices - Reconciliation of Net Income (Loss) to NOI |
($ in thousands; for the three months ended June 30, 2020) | ||||||||||
NOI Determined as Follows | Healthcare | Hospitality | ||||||||
Total revenues | $ | 142,680 | $ | 57,143 | ||||||
Straight-line rent revenue and amortization of above- and below-market lease intangibles | (8,071 | ) | (16 | ) | ||||||
Interest income | (71 | ) | — | |||||||
Property operating expenses(1) | (74,752 | ) | (63,733 | ) | ||||||
NOI(2) | $ | 59,786 | $ | (6,606 | ) | |||||
Reconciliation of Net Income (Loss) from Continuing Operations to NOI | ||||||||||
Healthcare | Hospitality | |||||||||
Income (loss) | $ | (680,140 | ) | $ | (741,621 | ) | ||||
Adjustments: | ||||||||||
Straight-line rent revenue and amortization of above- and below-market lease intangibles | (8,071 | ) | (16 | ) | ||||||
Interest income | (71 | ) | — | |||||||
Interest expense | 34,699 | 29,889 | ||||||||
Transaction, investment and servicing costs | 907 | 799 | ||||||||
Depreciation and amortization | 36,980 | 35,462 | ||||||||
Impairment loss | 661,255 | 660,751 | ||||||||
Compensation and administrative expense | 1,749 | 1,793 | ||||||||
Other (gain) loss, net | 342 | (354 | ) | |||||||
Income tax (benefit) expense | 12,136 | 6,691 | ||||||||
NOI(2) | $ | 59,786 | $ | (6,606 | ) | |||||
Notes:
(1) | For healthcare and hospitality, property operating expenses includes property management fees paid to third parties. |
(2) | For hospitality, NOI is before FF&E Reserve. |
Colony Capital | Supplemental Financial Report | 37 | ||
XIc. Appendices - Reconciliation of Net Income (Loss) to Digital investment management FRE and DataBank Adjusted EBITDA |
($ in thousands; for the three months ended June 30, 2020) | |||||
Digital Investment Management FRE Determined as Follows | |||||
Digital Investment Management | $ | 1,880 | |||
Digital Balance Sheet (DataBank) | (21,142 | ) | |||
Digital Balance Sheet (ex-DataBank) | 12,716 | ||||
Net income (loss) | (6,546 | ) | |||
Digital Investment Management Net income (loss) | 1,880 | ||||
Adjustments: | |||||
Interest income | (4 | ) | |||
Depreciation and amortization | 6,604 | ||||
Compensation expense—equity-based | 682 | ||||
Administrative expenses—straight-line rent | 16 | ||||
Equity method (earnings) losses | (157 | ) | |||
Other (gain) loss, net | 8 | ||||
Income tax (benefit) expense | 278 | ||||
FRE | $ | 9,307 | |||
DataBank Adjusted EBITDA Determined as Follows | |||||
Net income (loss) from continuing operations | $ | (21,142 | ) | ||
Adjustments: | |||||
Interest expense | 8,170 | ||||
Income tax (benefit) expense | (2,673 | ) | |||
Depreciation and amortization | 28,571 | ||||
EBITDAre: | 12,926 | ||||
Straight-line rent expenses and amortization of above- and below-market lease intangibles | 3,055 | ||||
Amortization of leasing costs | (1,218 | ) | |||
Compensation expense—equity-based | 296 | ||||
Installation services | 493 | ||||
Restructuring & integration costs | 445 | ||||
Transaction, investment and servicing costs | 576 | ||||
Adjusted EBITDA: | $ | 16,573 | |||
Colony Capital | Supplemental Financial Report | 38 | ||
Q2 2020 EARNINGS PRESENTATION August 7, 2020
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 control of Colony Capital, Inc. (the “Company” or “Colony Capital”), 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 Company’s ability to execute on its digital transformation in the manner and within the timeframe contemplated if at all, the demand for and growth in the digital infrastructure market, the earnings profile for digital investments and the predictability of such earnings, the potential impact of COVID-19 on the Company’s business and operations, including the ability to execute on or accelerate the Company’s initiatives related to its strategic pivot to digital real estate and infrastructure, whether the Company will achieve its projected deployment rate in digital infrastructure, 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, whether the Company will realize the anticipated benefits of its investment in Vantage Data Centers, including the performance and stability of its portfolio, the impact of the Company’s capital structure on the trading price of its stock, whether the Company’s liquidity will be sufficient to fund growth in digital transformation, the Company’s ability to monetize certain legacy assets, simplify its business and continue to grow its digital assets under management, whether balance sheet investments combined with investment management will result in anticipated benefits for the Company’s stockholders, the impact of management changes at Colony Credit Real Estate, Inc. (CLNC), whether the Company’s operations of its non-digital business units will result in maximizing cash flows and value over time, including the impact of COVID-19 on such operations and cash flows, the impact of impairments, the mix of the Company’s digital and legacy asset portfolios, 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), the Company’s ability to minimize balance sheet commitments to its managed investment vehicles, the performance of the Company’s investment in DataBank and whether the Company will continue to invest in edge/ colocation data center sector and support future growth opportunities through potential add-on acquisitions and greenfield edge data center developments, and whether if consummated such additional investments and growth opportunities result in any of the benefits the Company anticipates or at all, rent escalators, whether the Company’s future investments will be accretive, the Company’s ability to raise third party capital in new vehicles including through new strategies, whether the Company will continue to generate liquidity by additional sales of assets in its Other Equity and Debt segment (other than Digital related investments) within the timeframe, in the amounts targeted or at all, the Company's expected taxable income and net cash flows, excluding the contribution of gains, 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 fee earning equity under management (FEEUM) and its ability to continue growth at the current pace or at all, the Company’s ability to pay or grow the dividend at all in the future, whether the Company will continue to pay preferred dividends, the Company’s trading multiples, the ability to achieve targeted G&A savings including the impact of such savings of the Company’s operations, the impact of any changes to the Company’s management agreements with NorthStar Healthcare Income, Inc. and 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 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 and Quarterly Report on Form 10-Q for the quarter ended March 31, 2020, 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. 2
Agenda # Section 1 Current State of Digital Infrastructure 2 Delivering On Our Commitments 3 Q2 Financial Results 4 Executing The Digital Playbook 5 Why Own CLNY Today 6 Q&A Session 3
1 Current State Of Digital Infrastructure
Global Connectivity After COVID . Our personal and professional lives were already migrating to digital On-demand Services platforms…then COVID-19 hit (Uber Eats / Apps) Virtual Events Telecommuting Conferences . Unprecedented demand for MORE, BETTER, FASTER connectivity Digital Fitness Online Entertainment . Networks are being stressed like Connectivity Streaming never before E-commerce Telemedicine +25% +50% Distance Social Media Learning AT&T in the U.S. Vodafone in Europe vs their vs their baseline baseline network traffic network traffic Source: The Guardian; March 2020 Networks need to access capacity faster and at lower latency Source: AT&T; April 2020 5
Increased Demand For Digital Infrastructure Infrastructure supply remains insufficient Entertainment & Remote Access E-Commerce Health & Wellness Fitness . 5G digital infrastructure investments will + support 5 billion $89 billion 15.8M 65% increased Record Single Day Meeting Amazon Q2 Revenue +40% Netflix net additions in the Medical app downloads demand Minutes in Microsoft Teams Y/Y, up from 26% last qtr2 1st quarter of 2020 3 growth at the peak of COVID- 1 19 compared to Jan. 2020 4 during Q2 . COVID-19 Working from home, Remote- Produce / Groceries, Food On-demand media, Home Fitness, Rural Access / mHealth, accelerated Drivers learning, Virtual self help Delivery, Logistics Social Media Remote monitoring, Day / Demand Demand Online Trading long-term Zoom and Teams, LinkedIn, Instacart, Alibaba, Uber Eats, Mirror, Peloton (60-day wait for a industry trends WhatsApp, FaceTime Amazon, Walmart bike), Netflix, Disney+, TikTok, WebMD, Medici, Senior Care / Instagram Living, FinTech, Wealth Apps Software Applications Sources: (1) MSFT earnings, 7/22/20; (2) AMZN earnings report, 7/30/20; (3) TechCrunch; 2020; (4) Hootsuite Digital Q3 Report; 2020 6
Network Demand Is Mission Critical High capacity workloads require more bandwidth and digital infrastructure . No more off-peak… companies must be online all the time % . Evolving demands 169 50M+ YoY Revenue $ Growth, active users since the require new Q1 2020 start of the pandemic architecture: new levels Source: CNBC; June 2020 Source: WSJ; July 2020 of orchestration and CLNY DIGITAL INFRASTRUCTURE — ENABLES MISSION agility CRITICAL CONNECTIONS . CLNY enables customer 75M + 25B deployment of digital active users, Microsoft’s meeting minutes in April infrastructure Azure Wide Area Network 2020 – more than triple the Data Wireless Small Cell Fiber added 110 Terabits of average volume Centers Towers Networks capacity and 12 new edge sites Source: Microsoft; June 2020 Source: Cisco; June 2020 7
Digital Infrastructure Total Addressable Market Digital Colony’s projected deployment of $2.5B per year represents 1% of Digital Infrastructure TAM $179.2 New Fiber Route Miles 39M Deployed1 $ $21.3 241B New Towers $13.5 87K Built Digital Infrastructure Equity Activity ($378B total TAM) $10.2 (USD in billions) New Small $7.3 Cells Built $5.4 133K $3.2 $0.6 $0.6 $0.0 New Hyperscale & Colocation Fiber Towers Small Cells Data Centers Other Digital Assets 1.4K Absorption (MW) . M&A . Capex $200.5 $18.9 $3.2 $17.5 $1.2 ___________________________ Source: RBC (05/2020), SMA (05/2020), Altman Vilandrie & Co. (05/2020), Digital Colony estimates (05/2020). 8 (1) New Fiber Route Miles Deployed is inclusive of metro route miles, subsea route miles and FTTH homes passed.
$1 Trillion Opportunity in Global Mobile Capex Without technology, “social distancing” would have meant isolation. Mobile is keeping us connected Global Mobile Data Usage Global Mobile Capex $1.1 trillion Global Mobile Capex is projected worldwide between 2020 Global mobile data usage expected to grow almost 4x by 2025, driven by and 2025, roughly 80% in 5G networks smartphone adoption and affordable high-speed network services Capex, 2020–2025 (billion) GB per subscriber per month 4x Source: GSMA The Mobile Economy March 2020 9
CLNY’s Differentiated End-to-End Converged Vision for 5G Colony Capital is delivering customers the next-generation of mobile and internet connectivity solutions Traditional Siloed Digital Infrastructure Approach Hyper-Converged Digital Architecture Data Centers Small Cells Optic Fiber Macro Site Today’s Infrastructure Next Gen Networks 3G and 4G: Coverage and Densification 5G and Beyond: Performance, Speed, and ON DEMAND 10
2 Delivering On Our Commitments
CLNY Q2 2020: Promises Made, Promises Kept Addressed All Near- Committed Significant Sharp Focus on Costs Best in Class Team Delivering on Core Term Corporate Debt Capital Towards Digital and Streamlining the Driving Change — One Digital Growth Maturities and Infrastructure Growth Organization Team, One Mission . Promised 15% FEEUM Enhanced Liquidity . Deployed nearly $20B of . $38M G&A savings . Improved company-wide Growth in FY2020…+22% capital towards 7 deals executed to date and communications with YTD exceeding . $500M revolver expectations amendment; improved completed during COVID-19 expect to exceed original weekly meetings . Digital fee revenue covenants and flexibility . $400M strategic $40M plan . Additional capabilities: increased 8% Q/Q . $300M of 5-year investment from Wafra into . Full gross $50M savings credit and investor relations . Added premier asset, exchangeable notes; Digital Colony –capital to anticipated to be achieved . Seasoned experience and stabilized Vantage Data paydown and extend pursue strategic by Q1 2021 depth — positioning CLNY Centers portfolio with $1.0B maturities investments for growth and success of new FEEUM 12
Summary Business Update Credit Facility Amended to $500M: 18 months of runway with flexibility to execute digital transformation Issued $300M: 5.75% with a 25% conversion premium and 5-year term used to address $403M Jan. 2021 convertible debt, Convertible Notes extending maturities Overall G&A Executed $38M savings / $40M plan: Expect to be ahead of $40M G&A savings plan Corporate Common Dividend Suspended until digital earnings drive positive taxable income Secured ~$400M strategic investment: Wafra IM and GP commitments Digital Deployed ~$200M in Valhalla: Raised $1.0B of FEEUM 2nd Half of 2020: Continue to deploy balance of DCP I Continue negotiations with lenders and servicers on non-recourse hospitality debt held across seven siloed portfolios Hospitality Rebounded from trough with June 2020 EBITDA positive Wellness Infrastructure Maintained core FFO contributions Q/Q while continuing to work with properties to maintain high collections Business Units Business OED & Other $340M of YTD monetizations: Continue to make progress 2nd Half 2020 Stabilized base: Enhanced financial flexibility by doubling liquidity to $525M while reducing recourse financing by over $600M CLNC 2nd Half 2020: Continue to maximize / preserve cash flow and optimize portfolio and focus on offense 13
Colony’s Capital Stack Has Responded March/April % Performance July 31, 2020 Colony’s decisive steps to Trough Increase stabilize liquidity have been recognized on the credit side 2021 Convertible Notes 82 99 Back at Par Need to stabilize top of the stack to build foundation for 2023 Convertible Notes 75 92 +23% future performance Colony Preferred Stock $8.50 $19.76 +132% Common equity most levered (Series I, $25 par) to participate in exposure to digital infrastructure thematic Colony Common Stock $1.41 $1.92 +36% 14
3 Q2 Financial Results
2nd Quarter Results ($ millions except per share & AUM) 2Q19 1Q20 2Q20 Y/Y% Revenues $573.4 $507.5 $372.4 -35.1% Core FFO (ex Gains/Loss) $69.5 $2.3 ($19.3) nm per share $0.13 $0.00 ($0.04) nm Net Income (CLNY Shareholder) ($468.9) ($361.6) ($2,042.8) nm per share ($0.98) ($0.73) ($4.33) nm AUM ($B) $35.4 $49.9 $45.7 29.2% % Digital 5.4% 41.3% 47.1% nm 16
Core FFO and Digital Core FFO Total Core FFO (ex Gains / Loss) Digital Core FFO $69M $21M $2M ($19M) $8M $3M 2Q19 1Q20 2Q20 2Q19 1Q20 2Q20 Decline in total Core FFO driven nearly entirely by Hotels Digital Core FFO was $21M in 2Q20, +$18M Y/Y . Digital contributed $21M of Core FFO in 2Q20 . $6M increase Y/Y from recurring Digital FRE and Databank . Digital FRE + Databank Core FFO of $9M . Digital Funds (liquid funds and DCP fair value) +$12M Y/Y . Hospitality positive NOI in June; Occupancy +17% from April trough . Digital % of AUM/FEEUM drives future FFO growth 17
Rapid Expansion of Digital AUM and FEEUM Assets Under Management (AUM) Fee Earning Equity Under Management (FEEUM) 2Q19 PF 2Q20 2Q19 PF 2Q20 Digital Digital 5% 13% +$21B Digital Y/Y Digital Legacy +$8B Digital Y/Y Digital Legacy 48% $47B 52% 49% $17B 51% Legacy Legacy 95% 87% Digital now accounts for over 48% of AUM and FEEUM • Digital IM valuation uplift >2x return Y/Y • Digital FEEUM +22% YTD, exceeding prior guidance +$11B AUM Y/Y • Robust M&A pipeline ahead (Towers, Data Centers) +32% AUM Y/Y Legacy Assets re-valued w/COVID & Digital Transformation • ~$2.1B impairments taken in Q2 2020 • New leadership focused on digital growth Note: PF 2Q20 AUM ($47B) & FEEUM ($17B) are pro forma amounts for the Vantage Stabilized Data Center (“VDC”) transaction, which closed in July 2020 18
Extending Maturities, Maximizing Liquidity Next Corporate Debt Maturity 2023(1) Significant Liquidity for Digital Transformation Strategic investments, capital structure transactions and legacy monetizations have positioned the Company for long-term digital growth +$290M -$190M Vantage 2025 Stabilized Exchangeable Data Centers -$290M 2H 2020 Net Proceeds +$250M + Weighted Avg. Weighted Avg. 2021 Convertible - Maturity Coupon Wafra Repurchase Digital IM -$85M Monetizations $900M Consideration ~$875M Digital Investments Investment and Funding / Corporate Commitments $625-725M Funding $348M Clear Path-To-Digital $200M 6/30/20 8/5/20 12/31/20 Liquidity(2) Liquidity Liquidity 2020 - 2022 2023 2024+ (1) Pro forma for paydown of remaining outstanding 3.875% convertible notes balance of $113M; $400M of outstanding LOC balance paid down subsequent to 6/30/20; excludes amortization related to other corporate debt which is captured in the 2024+ maturity amount. (2) Represents the Company’s share of corporate cash, which is calculated as consolidated cash of $1099.5M as of 6/30/20 excluding $94.6M of cash from noncontrolling interest entities and $205M of the 19 Company’s share of cash at subsidiaries as of 6/30/20, plus undrawn availability of $100M as of 6/30/20 on the Company's $500M corporate revolver, which will decrease to $400M on 3/31/21 based on the terms of the revolver.
4 Executing The Digital Playbook
Digital Transformation Executing a strategic plan to rotate the balance sheet and recycle capital into digital infrastructure Where We Were Where We Are Today Where We’re Going Legacy Colony Transitioning into Digital Digital Infrastructure Diversified REIT managing industrial, healthcare and hospitality holdings as well as embedded institutional Enabling Mobile and Internet and retail investment management business. Connectivity Six Legacy Segments: . Align Colony With Key Secular Healthcare Industrial Trends Real Estate Real Estate Towers Data Centers . Simplification Digital Colony Hospitality Credit Real . Predictable Digital Earnings Real Estate Estate . Attractive Returns On Invested Fiber Small Cells Capital Other Equity Investment Digital Equity Digital Credit and Debt Management 21
Executing on Our Strategy Seven proprietary, transformative deals deploying nearly $20 billion, closing six financings accessing $12 billion in credit during unprecedented times $3.5B CLNY $358M DCP Colony-led investor $410M DCP group acquires $14.3B DCP Digital Colony majority stake in $117M DCP Digital Colony completes portfolio of 12 world $268M DCP Digital Colony leads launches Scala, a combination of class North American Highline do Brasil, investment significant take-private. Latin American premium outdoor hyperscale data marks entrance in digital Vantage Europe embarks 5th largest media & hyperscale data media assets centers. infrastructure market in Brazil upon USD $2 billion communications LBO center platform European expansion; enters five new European markets $190M CLNY $190 million investment by Colony Capital December 2019 February 2020 March 2020 April 2020 June 2020 July 2020 FOCUSED ON PROPRIETARY STRATEGIC IDEAS UTILIZING PROVEN INVESTMENT FRAMEWORK 22
FEEUM Growth Exceeding Expectations 22% growth in digital FEEUM in first 7 months of 2020…far exceeding our 15% annual budget by 50% High Quality Relationships And Fees Exceeding Expectations . Leveraging long-standing relationships built on success . Partnering with new sources of capital looking to access fast-growing digital infrastructure vertical. . Wafra partnership designed to accelerate this growth +22% YTD . Zayo: Landmark $14.3B take-private added ~$700M was fee-bearing co-invest capital . Vantage Europe: Raised $400M of committed capital to $8.3B accelerate European expansion ~$200M of fee-bearing capital called to-date . Vantage Stabilized Data Centers: Raised net ~$600M FEEUM in July 2020 alongside Colony balance sheet $6.8B investment of $190M Note: PF 2Q20 FEEUM ($17B) is a pro forma amount for the Vantage Stabilized Data Center transaction, which closed in July 2020 23
Case Study: Hyperscale Data Centers In July 2020 we combined balance sheet investing and investment management to generate high quality excess return for shareholders with stable earnings from blue chip digital infrastructure assets and limited partners Rationale and Colony Advantage Accretive Acquisition Strategy Generating long term stable cash flows and strong returns through proprietary High Quality and Predictable Assets sourcing and investment management economics . 12 hyperscale data centers with over 150MW of capacity . 98 Long term leases, rent escalators Peer EBITDA Multiple(2) . High-quality, investment grade customers Acquisition (1) EBITDA Multiple Effective EBITDA Multiple Transaction Summary Stabilized EBITDA Multiple . Colony-led consortium acquired 80% of VDC for $1.2B in July . Colony invested $190M alongside $1.0B of FEEUM . Acquisition EBITDA multiple of 21x(1) Factor 3rd Party (2) . Discount to 25x EBITDA public trading multiples Investment Mgmt Structured Uplift in . Colony advantage: effective 17x EBITDA multiple including investment Fees Cash Flows upon Full management fees Lease Up . Further buy down of multiple from escalators and re-leasing spreads (1) Based on 2Q20 annualized EBITDA including booked but not billed income, which represents income from signed leases that have not taken occupancy. (2) Represents the implied EBITDA trading multiples of wholesale / hybrid colocation data centers based on the Company’s estimates. 24
Case Study: Edge Compute Provider DataBank is well positioned for the migration to 5G and proliferation of low latency applications, which are pushing processing to the edge which is driving significant organic growth Rationale and Colony Advantage Accretive Acquisition Strategy High Quality Growth Assets Generating excess return through proprietary sourcing of new M&A, greenfield site development and core collocation leasing expertise . 20 enterprise colocation data centers with national scale in Tier II markets with high growth characteristics Acquisition . 2Q20 year-over-year monthly recurring revenue (MRR) growth of 9.5% EBITDA Multiple Acquisition (2) EBITDA Multiple Run-rate EBITDA Multiple(1) Transaction Summary Stabilized EBITDA Multiple . Colony acquired a 20% interest for $190M in December 2019 . 22x acquisition multiple based on actual annualized 2Q20 EBITDA of $66M . 19x multiple based on run-rate 2Q20 EBITDA of $76M(1) Strong collocation . Which is a 5.0 x discount to 24x EBITDA public trading multiples(2) leasing & new Bolt on M&A & . Core organic growth enhanced by highly accretive greenfield edge data greenfield further greenfield center developments and bolt-on acquisitions is expected to stabilize the locations expansion effective EBITDA multiple to less than 15x (1) Based on 2Q20 annualized EBITDA including booked but not billed income, which represents income from signed leases that have not taken occupancy and mid-quarter installs,but excluding known churn and startup losses. (2) Represents the implied EBITDA trading multiples of retail colocation based on the Company’s estimates. 25 (3) Includes the impact of annual fee income of $4.7M from institutional third-party investors.
Colony Capital ESG Initiatives Colony Capital is committed to promoting ESG initiatives at the firm and portfolio company level Our Goals Initiatives Creating Impact Our Principles Efficiently Manage Resources June 2020 ENVIRONMENT Create a Positive Impact Vertical Bridge became the world’s first We seek to improve our operation carbon neutral towerco performance by reducing energy, Invest Responsibly water use, waste, and carbon emissions while lowering operating Lead Transparently costs Delivering Our Commitment SOCIAL Our goal is to create a positive Responsible Colony Capital is a PRI Signatory as of May 2020. The firm’s Responsible Investment impact for our stakeholders and Investment Policy Policy incorporates the six responsible investment principles promoted by the PRI. community through meaningful engagement, contribution, and Diversity & A diverse and inclusive work environment leads to the strongest results. CLNY committee volunteerism Inclusion coordinates Colony’s various D&I programs with a focus on scalable initiatives DCP integrates ESG analysis into the due diligence of potential investments. Reports Due Diligence GOVERNANCE include key company-level and macro ESG risks and opportunities We manage and operate our CLNY and DCP are members of BSR, Business for Social Responsibility, a leading NGO business by taking all of our that helps analyze ESG issues in potential and current investments stakeholders’ needs and values NGO Partnerships DCP is a partner of Telecom Sans Frontiers, a charitable organization that specializes in into consideration for long-term growth and sustainability deploying emergency-response technologies in disaster-hit and disadvantaged areas 26 26
Why Own CLNY Today 5 Investment Case
Investment Highlights Significant Opportunity Powerful secular tailwinds driving digital infrastructure investment. CLNY well in Digital Infrastructure positioned for emerging digital themes: convergence, international, edge Deep and Experienced Alignment with the premier investor and deal team in digital infrastructure; over 25 Management Team years investing and operating digital assets; 100s of years of cumulative experience Differentiated Only global REIT to own, manage, and operate across the digital ecosystem with proven High Growth Strategy underwriting and hands on, operational alpha creation strategy Business Simplification Valuation model transitions from sum-of-the-parts to earnings-driven framework; Rerates CLNY Management focus on reduction in complexity, growth in value-per-share 28
Proven Track Record of Success REVAMP OF SENIOR MANAGEMENT Leading transformation to Donna L. Hansen Karren Fink Kevin Smithen Colony 2.0 Marc Ganzi Jacky Wu Ben Jenkins Justin Chang Chief Administrative Severin White Global Head of Global Head of Strategy Chief Executive CFO & Treasurer CIO, Digital Investment CIO, Digital Balance Officer & Global Head of Public Human Resources and Capital Formation Officer Management Sheet Investments Head of Tax Investor Relations B O CA R ATON N E W YO RK LONDON SINGAPORE EXPERIENCED DIGITAL Jeff Ginsberg Jon Mauck Steven Sonnenstein Warren Roll Tom Yanagi Dean Criares Geoff Goldschein James Burke Wilson Chung Managing Director Managing Director Managing Director Managing Director Managing Director Managing Director Managing Director, Principal Principal INVESTMENT & COO Digital Credit General Counsel TEAM Leslie Golden Geneviève Morgan Jones Clay Gregory Sadiq Malik Scott McBride Hayden Boucher Manjari Govada Managing Director Vice President Vice President Maltais-Boisvert Managing Director Principal Principal Vice President Principal DATA CENTER TEAM TO W ER TEAM FIBER & SMALL CELL TEAM GLOBAL NORTH AMERICA NORTH AMERICA SOUTH AMERICA NORTH AMERICA SOUTH AMERICA INDUSTRY GLOBAL Sureel Choksi Brokaw Price Michael Foust Alex Gellman Daniel Seiner Jim Hyde Dan Armstrong Senior Advisor Senior Advisor LEADERS Senior Advisor Operating Partner Senior Advisor Senior Advisor Senior Advisor CEO of ExteNet Systems CEO and Board Member of Board Member of Zayo A 20+ year veteran in Chairman of Databank and Board Member of Highline and CEO of Andean Telecom Partners SECOND TO NONE and Scala; President and Vantage FreshWave; CEO of Vertical Bridge Beanfield Technologies the data center sector David Pistacchio >95 data centers CEO of Vantage Jose Sola Operating Partner SOUTH AMERICA EUROPE Senior Advisor Murray Case >135k fiber route miles CEO of Mexico Tower Partners Chairman of Beanfield; Board Member of Aptum and Zayo Raul Martynek Operating Partner Senior Advisor Marcos Peigo ~350k tower sites Graham Payne Chairman of Scala Data Centers CEO of DataBank Senior Advisor Senior Advisor Fernando Viotti Richard Coyle >35k small cell nodes CEO of Scala Data Centers CEO of FreshWave Group. Senior Advisor Senior Advisor CEO of Highline COO of ExteNet Systems 29
Colony’s Differentiated Strategy We operate across the digital A Converging Digital Ecosystem ecosystem FROM DEVICES THROUGH THE CORE TO THE CLOUD AND BACK . Digital infrastructure is converging IOT . Customer solution provider Cloud Data Center . Flexibility to evolve with opportunity set HEALTHCARE PHONES With an exclusive focus on digital RETAIL SMART CITIES . Underwriting/Asset selection — not all assets alike Data Creation . Proprietary ideas—proprietary deal flow Data Core . Operating expertise in-house DRONES TRANSPORTATION Consumption Network . Timing - to seize market opportunity Investment horizon . Long term framework Edge Compute . Global perspective Node Network Hub Or Regional . Massive global TAM Data Center 30 30
Moving From: Sum-Of-The-Parts… Summary Pro Forma Book Value Historically, Colony has been Assets Liabilities Equity valued on Sum-Of-The-Parts basis Digital Operating Businesses $978 ($447) $531 (Databank, Vantage, DCP I and other GP Coinvest) . Diverse set of businesses Digital Investment Management 551 0 551 . Complicated peer comparison ($805M Valuation @ 68.5%) Total Digital Businesses $1,530 ($447) $1,083 ~$2.1 billion impairments bring Healthcare $2,691 ($2,083) $608 asset values in line with fair value Hospitality 1,636 (1,579) 56 CLNC Shares 337 0 337 given accelerated disposition Other Equity & Debt 2,409 (1,135) 1,274 Other Investment Management 142 0 142 TruPS 0 (280) (280) Corporate finance activity puts Total Legacy Businesses $7,214 ($5,077) $2,137 CLNY in positive net cash position RECYCLE Cash & Other Assets, net of debt and liabilities $296 $296 into Digital Preferred Equity (1,034) (1,034) As Colony monetizes legacy Subtotal $296 ($1,034) ($738) assets and redeploys capital into Pro Forma Net Book Value $2,482 digital assets, valuation shifts to… Shares & OP Units Outstanding (diluted)(1) 665.6 Pro Forma Net Book Value / Share $3.73 Note: Refer to appendix for reconciliation of net book value as of June 30, 2020 to Pro Forma Net Book Value. 31 (1) Assumes conversion of $300M 2025 exchangeable notes, which have 130.4M underlying shares. Digital AUM
…To An Earnings Driven Model Digital IM Revenue1 Digital IM FRE1 Digital IM revenue and FRE will $110M 20-30% $200M 30-40% continue to grow rapidly as RANGE ANNUAL GROWTH ANNUAL GROWTH $80M Colony expands the magnitude $150M RANGE and scope of its investment products $83M $40$37MM Current 3 2023 Current 3 2023 Digital B/S EBITDA2 Digital B/S FFO1,2 Digital balance sheet investments $225M drive EBITDA and FFO growth as $200M $175M RANGE legacy monetizations are $150M RANGE redeployed into high quality digital 10x Growth infrastructure assets as legacy $13M recycled $18M Current 3 2023 Current 3 2023 (1) Represents consolidated amounts (2) Represents pro-rata amounts; EBITDA does not include equity method earnings from certain balance sheet investments such as GP co-investments. 32 (3) Represents 2Q20 annualized results, while FFO represents annualized results for DataBank and 2Q20 results for equity method investments.
A New Digital Pure Play 2023 CLNY Profile Average Peer Trading Multiples Multiple of EBITDA Multiple of FFO Multiple of Digital Distributable 100% 26.1x 26.5x Earnings Towers Data Centers >$50B 17.8x AUM Small Cells Fiber Digital Infra Peers Digital Infra Peers Alt Asset Managers Business Profile % Digital IM/Digital Operating 35/65 Active Business Sectors 1 Revenue Growth >10% Revenue Growth 3-7% EBITDA Growth >20% EBITDA Growth 5-10% Core FFO $200-275M Digital Infra Peers: AMT, CCI, SBAC, COR, CONE, DLR, EQIX, QTS Alt Asset Managers: APO, ARES, BX, CG, KKR 33
Continuing to Deliver on Our Commitments CLNY 1st Half 2020 CLNY 2nd Half 2020 Address Near-Term Corporate Debt Maturities and Enhanced Liquidity Committed Significant Capital Towards Digital Continue Adding High Quality Balance Sheet Assets Infrastructure Growth Implemented G&A Cost Program – Monetized $100m of Simplification - Continued Focus on Monetizing Legacy Legacy Assets Assets and Sharp Focus on Costs Established Best in Class Team Driving Change - Committed to Attracting the Industry’s Best Talent One Team, One Mission Delivering on Core Digital Growth, FEEUM +22% YTD Targeting Continued FEEUM Growth +30% by End of Year Building Long-term Value for Colony Capital Shareholders 34
6 Q&A Session
Pro Forma Book Value Reconciliation Net Book Value as of June 30, 2020 Notes: Total Stockholders' Equity $2,740 Noncontrolling Interests in Operating Company 188 less: Preferred Equity Liquidation Preference (1,034) Net Book Value: CLNY OP $1,894 deduct: Carrying value of debt discount (138) Difference between carrying value and par value of debt deduct: Transaction costs (16) Estimated transaction costs: exchangeable notes and Wafra add: Wafra valuation uplift(1) 358 Difference between $805M Wafra valuation and 6/30 carrying value of Digital IM add: 2025 Exchangeable notes 300 Assumes conversion of exchangeable notes add: Negative equity value of hospitality(2) 85 Add back negative book value of two hotel portfolios as all debt is non-recourse Total Pro Forma Adjustments $588 PF Net Book Value: CLNY OP 2,482 (1) PF Net Book Value gives credit to the $805 million valuation from the Wafra transaction, but actual book value as of 9/30/20 will not reflect the full valuation uplift. (2) Pro forma book value excludes CLNY OP’s share of carrying value of the assets and debt of two hotel portfolios with negative equity value composed of $832 million of assets and $917 million of debt. 3636
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 Equity and Debt segment, net of depreciation, amortization and impairment previously adjusted for FFO; (ii) gains and losses from sales of businesses within the Investment Management segment and impairment write-downs associated with the Investment Management segment; (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) 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 Core Earnings. Refer to CLNC’s filings with the SEC for the definition and calculation of Core Earnings. 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. DataBank 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, 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 digital investment management business. 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. 37
Non-GAAP Reconciliations Three Months Ended Core Funds from Operations June 30, 2020 March 31, 2020 June 30, 2019 Three Months Ended Net loss attributable to common stockholders $ (2,042,790) $ (361,633) $ (468,890) (In thousands) June 30, 2020 March 31, 2020 Adjustments for FFO attributable to common interests in Operating Company and common stockholders: Digital Investment Management $1,880 $2,534 Net loss attributable to noncontrolling common interests in Operating Company (225,057) (39,601) (29,989) Digital Balance Sheet (DataBank) (21,142) (18,295) Real estate depreciation and amortization 131,722 130,523 159,496 Digital Balance Sheet (ex-DataBank) 12,716 (3,459) Net income (loss) ($6,546) ($19,220) Impairment of real estate 1,474,262 308,268 87,600 Gain from sales of real estate 4,919 (7,933) (7,088) Digital Investment Management FRE Determined as Follows Less: Adjustments attributable to noncontrolling interests in investment entities (329,601) (82,329) (88,705) Net income (loss) $1,880 $2,534 FFO attributable to common interests in Operating Company and common stockholders (986,545) (52,705) (347,576) Adjustments: Additional adjustments for Core FFO attributable to common interests in Operating Company and common Interest income (4) (30) Gains and losses fromfrom salessales of of depreciable depreciable real real estate estate within within the the Other Other Equity Equity and and Debt Debt segment, segment, net net of of Depreciation and amortization 6,604 6,603 (1) 741 (14,111) 3,285 Compensation expense—equity-based 682 589 depreciation, amortization and impairmentimpairment previouslypreviously adjusted adjusted for for FFO FFO (1) Gains and losses from sales of businesses within the Investment Management segment and impairment write- Administrative expenses—straight-line rent 16 16 515,698 (26,371) 19,878 downs associated with the Investment Management segment Equity method earnings (losses) (157) (3) CLNC Core Earnings and NRE Cash Available for Distribution adjustments (2) 266,016 5,300 267,474 Other gain (loss), net 8 (44) Equity-based compensation expense 10,716 8,857 9,385 Income tax expense (benefit) 278 394 Fee related earnings $9,307 $10,059 Straight-line rent revenue and expense (5,240) (2,027) (6,766) Amortization of acquired above- and below-market lease values, net (583) (3,645) (3,458) Fee income $20,173 $18,944 Amortization of deferred financing costs and debt premiums and discounts 9,963 14,974 24,686 Other income 552 204 Unrealized fair value losses on interest rate and foreign currency hedges, and foreign currency (7,482) 18,821 89,133 Compensation expense—cash (9,208) (6,964) Acquisition and merger-related transaction costs 332 1,139 1,283 Administrative expenses (2,210) (2,125) Restructuring and merger integration costs (3) 13,046 15,674 361 Fee related earnings $9,307 $10,059 Amortization and impairment of investment management intangibles 11,625 9,182 6,911 Non-real estate fixed asset depreciation, amortization and impairment 14,065 4,048 1,565 DataBank Adjusted EBITDA Determined as Follows Amortization of gain on remeasurement of consolidated investment entities 12,891 105 28 Net income (loss) from continuing operations ($21,142) ($18,295) Adjustments: Tax effect of Core FFO adjustments, net 2,263 449 (2,204) Interest expense 8,170 9,402 Less: Adjustments attributable to noncontrolling interests in investment entities (11,717) 327 (5,170) Income tax (benefit) expense (2,673) (5,730) Core FFO attributable to common interests in Operating Company and common stockholders $ (154,211) $ (19,983) $ 58,815 Depreciation and amortization 28,571 30,031 Less: Core FFO (gains) losses 134,888 22,286 10,673 EBITDAre 12,926 15,408 Core FFO ex-gains/losses attributable to common interests in Operating Company and common stockholders $ (19,323) $ 2,303 $ 69,488 Straight-line rent expenses and amortization of above- and below-market lease intangibles 3,055 (338) Core FFO per common share / common OP unit (4) $ (0.29) $ (0.04) $ 0.11 Amortization of leasing costs (1,218) – Core FFO per common share / common OP unit—diluted (4)(5)(6) $ (0.29) $ (0.04) $ 0.11 Compensation expense—equity-based 296 – (4) $ (0.04) $ 0.00 $ 0.13 Core FFO ex-gains/losses per common share / common OP unit Installation services 493 289 (4)(5)(6) Core FFO ex-gains/losses per common share / common OP unit—diluted $ (0.04) $ 0.00 $ 0.13 Restructuring & integration costs 445 551 (4) W.A. number of common OP units outstanding used for Core FFO per common share and OP unit 535,938 540,441 518,441 Transaction, investment and servicing costs 576 197 W.A number of common OP units outstanding used for Core FFO per common share and OP unit-diluted (4)(5)(6) 535,938 540,441 518,993 Adjusted EBITDA $16,573 $16,107 _________ 1) For_________ the three months ended June 30, 2020, March 31, 2020 and June 30, 2019, net of $2.1 million consolidated or $0.6 million CLNY OP share, $32.6 million consolidated or $26.9 million CLNY OP share and $3.1 million consolidated or $1.0 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 and NRE’s Cash Available for Distribution (“CAD”) with CLNC’s definition of Core Earnings and NRE's definition of 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 months ended June 30, 2020, March 31, 2020 and June 30, 2019, excluded from the calculation of diluted FFO and 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. For the three months ended June 30, 2020 and March 31, 2020, excluded from the calculation of diluted FFO and Core FFO per share are weighted average performance stock units, which are subject to both a service condition and market condition. 38 6) For the three months ended June 30, 2019, included in the calculation of diluted Core FFO per share are 459,800 weighted average performance stock units, which are subject to both a service condition and market condition, and 92,700 weighted average shares of non-participating restricted stock.