UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d)
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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:
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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 May 5, 2021, Colony Credit Real Estate, Inc. (the “Company”) issued a press release announcing its financial position as of March 31, 2021 and its financial results for the first quarter ended March 31, 2021. 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 May 5, 2021, the Company made available a Supplemental Financial Disclosure Presentation for the quarter ended March 31, 2021 on the Company’s website at www.clncredit.com. A copy of the Supplemental Financial Disclosure Presentation is furnished herewith as Exhibit 99.2 to this Current Report on Form 8-K and is incorporated herein by reference.
| Item 7.01 | Regulation FD Disclosure. |
On May 5, 2021, the Company posted an investor presentation (the “Investor Presentation”) to its website at www.clncredit.com under the “Shareholders” tab, subheading “Events and Presentations – Presentations”. Representatives of the Company expect to use such presentation in various conferences and meetings in the coming weeks. A copy of the Investor Presentation is furnished herewith as Exhibit 99.3 to this Current Report on Form 8-K and is incorporated herein by reference.
In accordance with General Instructions B.2 and B.6 of Form 8-K, 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 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.clncredit.com. The Company uses its website as a channel of distribution for important company information. Important information, including press releases, analyst presentations and financial information regarding the Company, is routinely posted on and accessible on the Shareholders subpage of its website, which is accessible by clicking on the tab labeled “Shareholders” on the website home page. The Company also uses its website to expedite public access to time-critical information regarding the Company in advance of or in lieu of distributing a press release or a filing with the U.S. Securities and Exchange Commission disclosing the same information. Therefore, investors should look to the Shareholders subpage of the Company’s website for important and time-critical information. Visitors to the Company’s website can also register to receive automatic e-mail and other notifications alerting them when new information is made available on the Shareholders subpage of the website.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits. The following exhibits are being furnished herewith to this Current Report on Form 8-K.
| Exhibit |
Description | |
| 99.1 | Press Release, dated May 5, 2021 | |
| 99.2 | Supplemental Financial Disclosure Presentation for the quarter ended March 31, 2021 | |
| 99.3 | Investor Presentation, dated May 5, 2021 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Dated: May 5, 2021 |
COLONY CREDIT REAL ESTATE, INC. | |||||
| By: | /s/ David A. Palamé | |||||
| Name: | David A. Palamé | |||||
| Title: | General Counsel & Secretary | |||||
Exhibit 99.1
Colony Credit Real Estate, Inc. Announces
First Quarter 2021 Financial Results
NEW YORK, May 5, 2021 – Colony Credit Real Estate, Inc. (NYSE: CLNC) (“Colony Credit Real Estate” or the “Company”) today announced its financial results for the first quarter ended March 31, 2021 and certain updates. The Company reported first quarter 2021 GAAP net loss attributable to common stockholders of $(92.3) million, or $(0.71) per share, and Distributable Earnings of $13.8 million, or $0.10 per share. Excluding realized gains and losses on sales and fair value adjustments, Adjusted Distributable Earnings were $18.0 million, or $0.14 per share. The Company reported GAAP net book value of $11.98 per share and undepreciated book value of $12.84 per share as of March 31, 2021.
Michael J. Mazzei, Chief Executive Officer and President, commented, “The internalization closing caps off a productive period for the team focused on stabilizing the balance sheet, unwinding the legacy, non-strategic segment and improving the Company’s positioning and financial flexibility for the long haul. The internalization of management and operations provides an annual cost savings of $14 million to $16 million or 10 to 12 cents per share. This also streamlines governance and fully aligns CLNC employees and shareholders.”
Mr. Mazzei continued, “After reinstituting our dividend last quarter, I am pleased to announce that we have increased our second quarter dividend now by 40% to $0.14 per share as a result of the internalization and new origination activity. Since re-engaging on new transactions, we have closed or committed on $1 billion in senior loans.”
Supplemental Financial Report
A First Quarter 2021 Supplemental Financial Report is available on the Shareholders – Events and Presentations section of the Company’s website at www.clncredit.com. This information will be furnished to the SEC in a Current Report on Form 8-K.
We refer to “Distributable Earnings,” which is a non-GAAP financial measure, in this release. A reconciliation to net income/(loss) attributable to Colony Credit Real Estate, the most directly comparable GAAP measure, is included in our full detailed First Quarter 2021 Supplemental Financial Report and is available on our website at www.clncredit.com.
First Quarter 2021 Conference Call
The Company will conduct a conference call to discuss the financial results on May 5, 2021 at 2:00 p.m. PT / 5:00 p.m. ET. To participate in the event by telephone, please dial (877) 407-0784 ten minutes prior to the start time (to allow time for registration). International callers should dial (201) 689-8560. The call will also be broadcast live over the Internet and can be accessed on the Shareholders section of the Company’s website at www.clncredit.com. A webcast of the call will be available for 90 days on the Company’s website.
For those unable to participate during the live call, a replay will be available starting May 5, 2021 at 5:00 p.m. PT / 8:00 p.m. ET, through May 12, 2021, at 8:59 p.m. PT / 11:59 p.m. ET. To access the replay, dial (844) 512-2921 (U.S.), and use conference ID code 13718005. International callers should dial (412) 317-6671 and enter the same conference ID number.
Dividend Announcement
On May 5, 2021, the Company’s Board of Directors declared a quarterly cash dividend of $0.14 per share to holders of Class A common stock for the second quarter of 2021, which will be paid on July 15, 2021, to common stockholders of record on June 30, 2021.
Previously, on February 24, 2021, the Company’s Board of Directors declared a quarterly cash dividend of $0.10 per share to holders of Class A common stock for the first quarter of 2021, which was paid on April 15, 2021, to common stockholders of record on March 31, 2021.
About Colony Credit Real Estate, Inc.
Colony Credit Real Estate (NYSE: CLNC) is one of the largest publicly traded commercial real estate (CRE) credit REITs, focused on originating, acquiring, financing and managing a diversified portfolio consisting primarily of CRE debt investments and net leased properties predominantly in the United States. CRE debt investments primarily consist of first mortgage loans, which we expect to be the primary investment strategy. Colony Credit Real Estate is organized as a Maryland corporation and taxed as a REIT for U.S. federal income tax purposes. For additional information regarding the Company and its management and business, please refer to www.clncredit.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. Forward-looking statements involve known and unknown risks, uncertainties, assumptions and contingencies, many of which are beyond our control, and may cause actual results to differ significantly from those expressed in any forward-looking statement. Among others, the following uncertainties and other factors could cause actual results to differ from those set forth in the forward-looking statements: operating costs and business disruption may be greater than expected; uncertainties regarding the ongoing impact of the novel coronavirus (COVID-19) and its adverse impact on the real estate market, the economy and the Company’s investments (including, but not limited to, the Los Angeles mixed-use development loan, other hospitality loans, and Dublin development financings), financial condition and business operation; defaults by borrowers in paying debt service on outstanding indebtedness and borrowers’ abilities to manage and stabilize properties; deterioration in the performance of the properties securing our investments (including depletion of interest and other reserves or payment-in-kind concessions in lieu of current interest payment obligations) that may cause deterioration in the performance of our investments and, potentially, principal losses to us; the Company’s operating results may differ materially from the information presented in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2020, as well as in Colony Credit Real Estate’s other filings with the Securities and Exchange Commission; the fair value of the Company’s investments may be subject to uncertainties; the Company’s use of leverage could hinder its ability to make distributions and may significantly impact its liquidity position; the ability to realize substantial efficiencies as well as anticipated strategic and financial benefits, including, but not limited to expected cost savings through the internalization or expected returns on equity and/or yields on investments; adverse impacts on the Company’s corporate revolver, including covenant compliance and borrowing base capacity; adverse impacts on the Company’s liquidity, including margin calls on master repurchase facilities, debt service or lease payment defaults or deferrals, demands for protective advances and capital expenditures; the timing of and ability to deploy available capital; whether the Company will achieve its anticipated 2021 Distributable Earnings per share (as adjusted), or maintain or produce higher Distributable Earnings per share (as adjusted) in the near term or ever; the Company’s ability to maintain or grow the dividend at all in the future; the ability of the Company to refinance certain mortgage debt on similar terms to those currently existing or at all; and the impact of legislative, regulatory and competitive changes, and the actions of government authorities and in particular those affecting the commercial real estate finance and mortgage industry or our business. The foregoing list of factors is not exhaustive. Additional information about these and other factors can be found in Part I, Item 1A of the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2020, as well as in Colony Credit Real Estate’s other filings with the Securities and Exchange Commission. Moreover, each of the factors referenced above are likely to also be impacted directly or indirectly by the ongoing impact of COVID-19 and investors are cautioned to interpret substantially all of such statements and risks as being heightened as a result of the ongoing impact of the COVID-19.
We caution 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 Credit Real Estate 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 Credit Real Estate does not intend to do so. We caution 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 Credit Real Estate 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 Credit Real Estate does not intend to do so.
Investor Relations
Colony Credit Real Estate, Inc.
Addo Investor Relations
Lasse Glassen
310-829-5400
Exhibit 99.2 S U P P L E M E N TA L F I N A N C I A L R E P O R T F I R S T Q U A R T E R 2 0 2 1 MAY 5, 2021 1Exhibit 99.2 S U P P L E M E N TA L F I N A N C I A L R E P O R T F I R S T Q U A R T E R 2 0 2 1 MAY 5, 2021 1
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 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. Forward-looking statements involve known and unknown risks, uncertainties, assumptions and contingencies, many of which are beyond our control, and may cause actual results to differ significantly from those expressed in any forward-looking statement. Among others, the following uncertainties and other factors could cause actual results to differ from those set forth in the forward-looking statements: operating costs and business disruption may be greater than expected; uncertainties regarding the ongoing impact of the novel coronavirus (COVID-19) and its adverse impact on the real estate market, he Los Angeles mixed-use development loan, other hospitality loans, and Dublin development financings), financial tabilize properties; deterioration in the performance of the properties securing our investments (including depletion of interest and other reserves or payment-in-kind concessions in lieu of current interest payment obligations) that may cause deterioration in the performance of our investments and, potentially, principal losses to us; the Company's operating results may differ materially from the information presented in urities and Exchange Commission; the fair value of the Company's investments may be subject to uncertainties; the Company's use of leverage could hinder its ability to make distributions and may significantly impact its liquidity position; the ability to realize substantial efficiencies as well as anticipated strategic and financial benefits, including, but not limited to expected cost savings through the internalization or expected returns on equity and/or yields on investments; adverse impacts on the Company's corporate revolver, including covenant compliance and borrowing base capacity; adverse impacts on the Company's liquidity, including margin calls on master repurchase facilities, debt service or lease payment defaults or deferrals, demands for protective advances and capital expenditures; the timing of and ability to deploy available capital; whether the Company will achieve its anticipated 2021 Distributable Earnings per share (as adjusted), or maintain or the future; the ability of the Company to refinance certain mortgage debt on similar terms to those currently existing or at all; and the impact of legislative, regulatory and competitive changes, and the actions of government authorities and in particular those affecting the commercial real estate finance and mortgage industry or our business. The foregoing list of factors is not exhaustive. Additional information l as in Colony Credit Real er, each of the factors referenced above are likely to also be impacted directly or indirectly by the ongoing impact of COVID-19 and investors are cautioned to interpret substantially all of such statements and risks as being heightened as a result of the ongoing impact of the COVID-19. We caution investors not to unduly rely on any forward-looking statements. The forward-looking statements speak only as of the date of this presentation. Colony Credit Real Estate 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 Credit Real Estate does not intend to do so. We caution investors not to unduly rely on any forward-looking statements. The forward-looking statements speak only as of the date of this presentation. Colony Credit Real Estate 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 Credit Real Estate does not intend to do so. 2 2CAUTIONARY 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 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. Forward-looking statements involve known and unknown risks, uncertainties, assumptions and contingencies, many of which are beyond our control, and may cause actual results to differ significantly from those expressed in any forward-looking statement. Among others, the following uncertainties and other factors could cause actual results to differ from those set forth in the forward-looking statements: operating costs and business disruption may be greater than expected; uncertainties regarding the ongoing impact of the novel coronavirus (COVID-19) and its adverse impact on the real estate market, he Los Angeles mixed-use development loan, other hospitality loans, and Dublin development financings), financial tabilize properties; deterioration in the performance of the properties securing our investments (including depletion of interest and other reserves or payment-in-kind concessions in lieu of current interest payment obligations) that may cause deterioration in the performance of our investments and, potentially, principal losses to us; the Company's operating results may differ materially from the information presented in urities and Exchange Commission; the fair value of the Company's investments may be subject to uncertainties; the Company's use of leverage could hinder its ability to make distributions and may significantly impact its liquidity position; the ability to realize substantial efficiencies as well as anticipated strategic and financial benefits, including, but not limited to expected cost savings through the internalization or expected returns on equity and/or yields on investments; adverse impacts on the Company's corporate revolver, including covenant compliance and borrowing base capacity; adverse impacts on the Company's liquidity, including margin calls on master repurchase facilities, debt service or lease payment defaults or deferrals, demands for protective advances and capital expenditures; the timing of and ability to deploy available capital; whether the Company will achieve its anticipated 2021 Distributable Earnings per share (as adjusted), or maintain or the future; the ability of the Company to refinance certain mortgage debt on similar terms to those currently existing or at all; and the impact of legislative, regulatory and competitive changes, and the actions of government authorities and in particular those affecting the commercial real estate finance and mortgage industry or our business. The foregoing list of factors is not exhaustive. Additional information l as in Colony Credit Real er, each of the factors referenced above are likely to also be impacted directly or indirectly by the ongoing impact of COVID-19 and investors are cautioned to interpret substantially all of such statements and risks as being heightened as a result of the ongoing impact of the COVID-19. We caution investors not to unduly rely on any forward-looking statements. The forward-looking statements speak only as of the date of this presentation. Colony Credit Real Estate 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 Credit Real Estate does not intend to do so. We caution investors not to unduly rely on any forward-looking statements. The forward-looking statements speak only as of the date of this presentation. Colony Credit Real Estate 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 Credit Real Estate does not intend to do so. 2 2
COMPANY HIGHLIGHTS Leading internalized commercial real estate credit REIT with conservative balance sheet poised for growth Stable & Growing Portfolio Robust Liquidity of Primarily Senior Loans & Net Lease Assets $4.1B $443M $1.0B $330M (3) Total At-Share Assets Total Liquidity New Senior Loan Originations Total Unrestricted Cash (1) (3) (or $2.48 per share) (2) 83% of investments in senior loans or net lease assets Ample liquidity to fund earnings growth and investment pipeline Conservative Balance Sheet Quarterly Dividend Growth 1.1x $12.84 $0.14 40% (4) Net-Debt-to-Equity Ratio Undepreciated Book Value Per Share (3) ($8.83 current share price) (3) Covered by Adjusted Distributable Earnings Fully undrawn $300M revolver, $1.2B repurchase facility availability As of March 31, 2021, unless otherwise stated; at CLNC share See footnotes in the appendix 3 3COMPANY HIGHLIGHTS Leading internalized commercial real estate credit REIT with conservative balance sheet poised for growth Stable & Growing Portfolio Robust Liquidity of Primarily Senior Loans & Net Lease Assets $4.1B $443M $1.0B $330M (3) Total At-Share Assets Total Liquidity New Senior Loan Originations Total Unrestricted Cash (1) (3) (or $2.48 per share) (2) 83% of investments in senior loans or net lease assets Ample liquidity to fund earnings growth and investment pipeline Conservative Balance Sheet Quarterly Dividend Growth 1.1x $12.84 $0.14 40% (4) Net-Debt-to-Equity Ratio Undepreciated Book Value Per Share (3) ($8.83 current share price) (3) Covered by Adjusted Distributable Earnings Fully undrawn $300M revolver, $1.2B repurchase facility availability As of March 31, 2021, unless otherwise stated; at CLNC share See footnotes in the appendix 3 3
FIRST QUARTER & SUBSEQUENT EVENTS UPDATE th th • Announced internalization transaction on April 5 and subsequently closed on April 30 • Expected annual cost savings of ~$14 to $16 million or ~$0.10 to $0.12 per share I In nt te er rn na alliiz za at tiio on n • Transparent organizational model with a dedicated employee base and continuity of management • Net loss of $(92.3) million, or $(0.71) per share, and Distributable Earnings of $13.8 million, or $0.10 per share • Adjusted Distributable Earnings of $18.0 million, or $0.14 per share, excluding gains/losses on sales and fair value adjustments F Fiin na an nc ciia all • GAAP net book value of $1.6 billion, or $11.98 per share, and undepreciated book value of $1.7 billion, or $12.84 per share R Re es su ullt ts s • th • Declared a quarterly dividend of $0.14 per share for Q2 21, payable to stockholders of record on June 30 rd • $443 million of available liquidity, including $330 million of unrestricted cash and $113 million of revolver capacity, as of May 3 L Liiq qu uiid diit ty y & & rd • $1.2 billion of available capacity under senior loan master repurchase facilities as of May 3 C Ca ap piit ta alliiz za at tiio on n (4)(5) • 55% debt-to-total assets ratio and 1.1x net debt-to-equity ratio as of March 31, 2021 • Collapsed Legacy, Non-Strategic Portfolio segment. The business is now presented as one portfolio comprised of the following segments: • Senior and Mezzanine Loans and Preferred Equity B Bu us siin ne es ss s • Net Lease Real Estate and Other Real Estate S Se eg gm me en nt ts s • CRE Debt Securities • Corporate • • Committed $475 million $79 million • 8 new loans in-execution for $261 million of committed capital P Po or rt tf fo olliio o • A Ac ct tiiv viit ty y • Sold one net lease industrial investment for $82 million • $5 million $29 million of net proceeds • $41 million of gross principal repayments As of March 31, 2021, unless otherwise stated; at CLNC share See footnotes in the appendix 4 4FIRST QUARTER & SUBSEQUENT EVENTS UPDATE th th • Announced internalization transaction on April 5 and subsequently closed on April 30 • Expected annual cost savings of ~$14 to $16 million or ~$0.10 to $0.12 per share I In nt te er rn na alliiz za at tiio on n • Transparent organizational model with a dedicated employee base and continuity of management • Net loss of $(92.3) million, or $(0.71) per share, and Distributable Earnings of $13.8 million, or $0.10 per share • Adjusted Distributable Earnings of $18.0 million, or $0.14 per share, excluding gains/losses on sales and fair value adjustments F Fiin na an nc ciia all • GAAP net book value of $1.6 billion, or $11.98 per share, and undepreciated book value of $1.7 billion, or $12.84 per share R Re es su ullt ts s • th • Declared a quarterly dividend of $0.14 per share for Q2 21, payable to stockholders of record on June 30 rd • $443 million of available liquidity, including $330 million of unrestricted cash and $113 million of revolver capacity, as of May 3 L Liiq qu uiid diit ty y & & rd • $1.2 billion of available capacity under senior loan master repurchase facilities as of May 3 C Ca ap piit ta alliiz za at tiio on n (4)(5) • 55% debt-to-total assets ratio and 1.1x net debt-to-equity ratio as of March 31, 2021 • Collapsed Legacy, Non-Strategic Portfolio segment. The business is now presented as one portfolio comprised of the following segments: • Senior and Mezzanine Loans and Preferred Equity B Bu us siin ne es ss s • Net Lease Real Estate and Other Real Estate S Se eg gm me en nt ts s • CRE Debt Securities • Corporate • • Committed $475 million $79 million • 8 new loans in-execution for $261 million of committed capital P Po or rt tf fo olliio o • A Ac ct tiiv viit ty y • Sold one net lease industrial investment for $82 million • $5 million $29 million of net proceeds • $41 million of gross principal repayments As of March 31, 2021, unless otherwise stated; at CLNC share See footnotes in the appendix 4 4
FINANCIAL OVERVIEW Key Financial Metrics Capital Structure Summary Undepreciated Book Value Per Share Bridge Other debt Mortgage debt (non-recourse) $14.50 (non-recourse) 2% $14.14 ($0.82) 14% $14.00 Master Stockholders' $13.50 ($0.52) repurchase equity facilities (limited 41% $0.04 $12.84 recourse) $13.00 21% $12.50 $12.00 $11.50 Securitization $11.00 12/31/20 Transaction Costs Impairments / FV Adj. Distributable 3/31/21 bonds payable Undepreciated (Internalization) MTM, Sales, CECL Earnings, Net of Undepreciated (non-recourse) BVPS & FX Translation Dividends BVPS 22% * Excludes realized gains / losses on sales and fair value adjustments $ in millions, except per share data; as of March 31, 2021, unless otherwise stated; at CLNC share 5 5FINANCIAL OVERVIEW Key Financial Metrics Capital Structure Summary Undepreciated Book Value Per Share Bridge Other debt Mortgage debt (non-recourse) $14.50 (non-recourse) 2% $14.14 ($0.82) 14% $14.00 Master Stockholders' $13.50 ($0.52) repurchase equity facilities (limited 41% $0.04 $12.84 recourse) $13.00 21% $12.50 $12.00 $11.50 Securitization $11.00 12/31/20 Transaction Costs Impairments / FV Adj. Distributable 3/31/21 bonds payable Undepreciated (Internalization) MTM, Sales, CECL Earnings, Net of Undepreciated (non-recourse) BVPS & FX Translation Dividends BVPS 22% * Excludes realized gains / losses on sales and fair value adjustments $ in millions, except per share data; as of March 31, 2021, unless otherwise stated; at CLNC share 5 5
PORTFOLIO OVERVIEW Investment Type Portfolio Overview Based on GAAP net book value as of March 31, 2021 (6) CRE debt securities 6% Net lease & other real estate 13% (8) Loan portfolio* 81% Property Type (6) Based on GAAP gross carrying value as of March 31, 2021 Retail (7) Other / mixed-use 1% 6% Industrial (9) 6% Office Hotel 42% 13% (10) Multifamily 32% * Consists of Senior and Mezzanine Loans and Preferred Equity $ in millions, except per share data; as of March 31, 2021; at CLNC share 6 See footnotes in the appendix 6PORTFOLIO OVERVIEW Investment Type Portfolio Overview Based on GAAP net book value as of March 31, 2021 (6) CRE debt securities 6% Net lease & other real estate 13% (8) Loan portfolio* 81% Property Type (6) Based on GAAP gross carrying value as of March 31, 2021 Retail (7) Other / mixed-use 1% 6% Industrial (9) 6% Office Hotel 42% 13% (10) Multifamily 32% * Consists of Senior and Mezzanine Loans and Preferred Equity $ in millions, except per share data; as of March 31, 2021; at CLNC share 6 See footnotes in the appendix 6
SENIOR AND MEZZANINE LOANS AND PREFERRED EQUITY Overview West Total number of investments 64 Northeast 53% 20% Midwest Total loans & preferred equity $2.7 billion 1% Southwest 21% Average investment size $43 million Southeast Europe 4% % Senior loans floating rate 99% 1% (11) W.A. remaining term 1.3 years Investment Type Based on GAAP gross carrying value as of March 31, 2021 (12) W.A. extended remaining term 3.4 years Preferred Mezzanine (8) equity loans (13) 2% 10% W.A. unlevered all-in yield 5.3% W.A. loan-to-value (senior loans only) 69% Senior mortgage loans W.A. risk ranking 3.6 88% Property Type Based on GAAP gross carrying value as of March 31, 2021 As of 3/31/20 As of 3/31/21 41% 32% 30% 25% 19% 17% 15% 8% 7% 5% 1% 0% Multifamily Office Hotel Other / mixed-use Industrial Retail As of March 31, 2021; at CLNC share See footnotes in the appendix 7 7SENIOR AND MEZZANINE LOANS AND PREFERRED EQUITY Overview West Total number of investments 64 Northeast 53% 20% Midwest Total loans & preferred equity $2.7 billion 1% Southwest 21% Average investment size $43 million Southeast Europe 4% % Senior loans floating rate 99% 1% (11) W.A. remaining term 1.3 years Investment Type Based on GAAP gross carrying value as of March 31, 2021 (12) W.A. extended remaining term 3.4 years Preferred Mezzanine (8) equity loans (13) 2% 10% W.A. unlevered all-in yield 5.3% W.A. loan-to-value (senior loans only) 69% Senior mortgage loans W.A. risk ranking 3.6 88% Property Type Based on GAAP gross carrying value as of March 31, 2021 As of 3/31/20 As of 3/31/21 41% 32% 30% 25% 19% 17% 15% 8% 7% 5% 1% 0% Multifamily Office Hotel Other / mixed-use Industrial Retail As of March 31, 2021; at CLNC share See footnotes in the appendix 7 7
SENIOR AND MEZZANINE LOANS AND PREFERRED Collateral Type Region Exposure as a % of Carrying Value Property Type Exposure by Region Based on GAAP gross carrying value as of March 31, 2021 Southeast Europe Northeast Southeast Southeast Europe West Southwest West West 6% 1% Midwest 3% 3% 5% 11% West 52% Southwest West 1% 54% 4% 5% 43% 11% 92% Midwest 4% Other / Industrial Hotel Multifamily Office mixed-use Northeast Northeast Northeast Southwest 39% 35% 88% 43% $ in thousands; as of March 31, 2021; at CLNC share See footnotes in the appendix 8 8SENIOR AND MEZZANINE LOANS AND PREFERRED Collateral Type Region Exposure as a % of Carrying Value Property Type Exposure by Region Based on GAAP gross carrying value as of March 31, 2021 Southeast Europe Northeast Southeast Southeast Europe West Southwest West West 6% 1% Midwest 3% 3% 5% 11% West 52% Southwest West 1% 54% 4% 5% 43% 11% 92% Midwest 4% Other / Industrial Hotel Multifamily Office mixed-use Northeast Northeast Northeast Southwest 39% 35% 88% 43% $ in thousands; as of March 31, 2021; at CLNC share See footnotes in the appendix 8 8
SENIOR AND MEZZANINE LOANS AND PREFERRED $ in thousands; as of March 31, 2021; at CLNC share See footnotes in the appendix 9 9SENIOR AND MEZZANINE LOANS AND PREFERRED $ in thousands; as of March 31, 2021; at CLNC share See footnotes in the appendix 9 9
NET LEASE REAL ESTATE AND OTHER REAL ESTATE (15) Property type W.A. remaining lease term Based on GAAP gross carrying value as of March 31, 2021 Based on GAAP gross carrying value as of March 31, 2021 Northeast Retail 1.1 - 2.0 yrs West 18% Hotel 17% 4% 8% 2.1 - 3.0 yrs 4% 3% Industrial Midwest 20% 10% 3.1 - 4.0 yrs 15% Europe +5.0 yrs 4.1 - 5.0 yrs 45% Office 63% 11% 82% * Financial results in the above table excludes approximately $1. dustrial investment which closed during the quarter; in es approximately $(17)k of net operating losses related to accou 10 $ and rentable square feet in thousands; as of March 31, 2021, unless otherwise stated; at CLNC share 10 See footnotes in the appendixNET LEASE REAL ESTATE AND OTHER REAL ESTATE (15) Property type W.A. remaining lease term Based on GAAP gross carrying value as of March 31, 2021 Based on GAAP gross carrying value as of March 31, 2021 Northeast Retail 1.1 - 2.0 yrs West 18% Hotel 17% 4% 8% 2.1 - 3.0 yrs 4% 3% Industrial Midwest 20% 10% 3.1 - 4.0 yrs 15% Europe +5.0 yrs 4.1 - 5.0 yrs 45% Office 63% 11% 82% * Financial results in the above table excludes approximately $1. dustrial investment which closed during the quarter; in es approximately $(17)k of net operating losses related to accou 10 $ and rentable square feet in thousands; as of March 31, 2021, unless otherwise stated; at CLNC share 10 See footnotes in the appendix
CRE DEBT SECURITIES Overview Ratings Category Based on GAAP gross carrying value as of March 31, 2021 BB | B 6% Total number of investments 10 Principal value $188 million Carrying value $79 million B-Piece Investments 94% Net carrying value $79 million Vintage Based on GAAP gross carrying value as of March 31, 2021 (16) W.A. remaining term 4.4 years 60% Non-investment grade 55% B-Piece investments 45% 39% Portfolio Activity 30% • $5 million of net proceeds 15% 6% • 0% 0% $29 million of net proceeds 0% 2013 2014 2015 2016 2017 Vintage Year * Financial results presented above exclude PE interests except for investment count, carrying value and net carrying value, wh million of carrying value as of March 31, 2021 11 As of March 31, 2021, unless otherwise stated; at CLNC share 11 See footnotes in the appendix % of PortfolioCRE DEBT SECURITIES Overview Ratings Category Based on GAAP gross carrying value as of March 31, 2021 BB | B 6% Total number of investments 10 Principal value $188 million Carrying value $79 million B-Piece Investments 94% Net carrying value $79 million Vintage Based on GAAP gross carrying value as of March 31, 2021 (16) W.A. remaining term 4.4 years 60% Non-investment grade 55% B-Piece investments 45% 39% Portfolio Activity 30% • $5 million of net proceeds 15% 6% • 0% 0% $29 million of net proceeds 0% 2013 2014 2015 2016 2017 Vintage Year * Financial results presented above exclude PE interests except for investment count, carrying value and net carrying value, wh million of carrying value as of March 31, 2021 11 As of March 31, 2021, unless otherwise stated; at CLNC share 11 See footnotes in the appendix % of Portfolio
INVESTMENT DETAIL Senior and mezzanine loans and preferred equity * Reflects loans and preferred equity interests which are on non-accrual status ** Reflects loans and preferred equity interests in which the underlying collateral is related to construction/development projects 12 $ in millions; as of March 31, 2021; at CLNC share 12 See footnotes in the appendixINVESTMENT DETAIL Senior and mezzanine loans and preferred equity * Reflects loans and preferred equity interests which are on non-accrual status ** Reflects loans and preferred equity interests in which the underlying collateral is related to construction/development projects 12 $ in millions; as of March 31, 2021; at CLNC share 12 See footnotes in the appendix
Senior and mezzanine loans * Reflects loans and preferred equity interests which are on non-accrual status ** Reflects loans and preferred equity interests in which the underlying collateral is related to construction/development projects 13 $ in millions; as of March 31, 2021; at CLNC share 13 See footnotes in the appendixSenior and mezzanine loans * Reflects loans and preferred equity interests which are on non-accrual status ** Reflects loans and preferred equity interests in which the underlying collateral is related to construction/development projects 13 $ in millions; as of March 31, 2021; at CLNC share 13 See footnotes in the appendix
Net lease real estate and other real estate CRE debt securities Investment detail summary $ in millions; rentable square feet in thousands; as of March 31, 2021; at CLNC share See footnotes in the appendix 14 14Net lease real estate and other real estate CRE debt securities Investment detail summary $ in millions; rentable square feet in thousands; as of March 31, 2021; at CLNC share See footnotes in the appendix 14 14
CAPITALIZATION HIGHLIGHTS Conservative and diversified capital structure with a 1.1x net debt-to-equity ratio and embedded capacity under existing financing sources (fully undrawn corporate revolver, $1.2 billion of availability under repo facilities) Overview Capital Structure Total capitalization $3.8 billion (excluding cash) Other debt (non-recourse) 2% Mortgage debt Total outstanding debt $2.2 billion (non-recourse) Stockholders' 14% equity 41% Corporate revolving credit $113 million facility availability (fully undrawn) As of May 3, 2021 Master repurchase facilities $1.2 billion availability ($2.1 billion maximum facilities availability) As of May 3, 2021 (4) Master Net debt-to-equity ratio 1.1x repurchase facilities (limited recourse) Blended all-in cost of Securitization bonds 21% (17) 2.63% payable (non-recourse) financing 22% As of March 31, 2021, unless otherwise stated; at CLNC share See footnotes in the appendix 15 15CAPITALIZATION HIGHLIGHTS Conservative and diversified capital structure with a 1.1x net debt-to-equity ratio and embedded capacity under existing financing sources (fully undrawn corporate revolver, $1.2 billion of availability under repo facilities) Overview Capital Structure Total capitalization $3.8 billion (excluding cash) Other debt (non-recourse) 2% Mortgage debt Total outstanding debt $2.2 billion (non-recourse) Stockholders' 14% equity 41% Corporate revolving credit $113 million facility availability (fully undrawn) As of May 3, 2021 Master repurchase facilities $1.2 billion availability ($2.1 billion maximum facilities availability) As of May 3, 2021 (4) Master Net debt-to-equity ratio 1.1x repurchase facilities (limited recourse) Blended all-in cost of Securitization bonds 21% (17) 2.63% payable (non-recourse) financing 22% As of March 31, 2021, unless otherwise stated; at CLNC share See footnotes in the appendix 15 15
CAPITALIZATION OVERVIEW $ in thousands; as of March 31, 2021; at CLNC share See footnotes in the appendix 16 16CAPITALIZATION OVERVIEW $ in thousands; as of March 31, 2021; at CLNC share See footnotes in the appendix 16 16
BENEFITING FROM LOW RATES CLNC net interest income is well-protected and benefits from current low rates due to in-place LIBOR floors 99% of the total senior mortgage loan portfolio are floating rate (indexed to one-month USD LIBOR) 99% of floating rate senior mortgage loans have in-place LIBOR floors (weighted average LIBOR floor of approximately 159 bps) 10% of total outstanding at-share indebtedness is subject to a LIBOR floor $3.0 $1.6 $0.01 per share $0.0 LIBOR as of ($0.01 per share) March 31, 2021 ($0.04 per share) ($2.0) ($3.0) ($0.06 per share) ($6.0) ($5.2) ($0.08 per share) ($8.0) ($9.0) ($10.5) ($12.0) 0.00% 0.11% 0.25% 0.50% 0.75% 1.00% LIBOR $ in millions, except per share data; as of March 31, 2021; at CLNC share 17 17 $ in MillionsBENEFITING FROM LOW RATES CLNC net interest income is well-protected and benefits from current low rates due to in-place LIBOR floors 99% of the total senior mortgage loan portfolio are floating rate (indexed to one-month USD LIBOR) 99% of floating rate senior mortgage loans have in-place LIBOR floors (weighted average LIBOR floor of approximately 159 bps) 10% of total outstanding at-share indebtedness is subject to a LIBOR floor $3.0 $1.6 $0.01 per share $0.0 LIBOR as of ($0.01 per share) March 31, 2021 ($0.04 per share) ($2.0) ($3.0) ($0.06 per share) ($6.0) ($5.2) ($0.08 per share) ($8.0) ($9.0) ($10.5) ($12.0) 0.00% 0.11% 0.25% 0.50% 0.75% 1.00% LIBOR $ in millions, except per share data; as of March 31, 2021; at CLNC share 17 17 $ in Millions
APPENDIX 18APPENDIX 18
IMPORTANT NOTE REGARDING NON-GAAP FINANCIAL MEASURES AND DEFINITIONS We present Distributable Earnings, which is a non-GAAP supplemental financial measure of our performance. We believe that Distributable Earnings provides meaningful information to consider in addition to our net income and cash flow from operating activities determined in accordance with U.S. GAAP, and this metric is a useful indicator for investors in evaluating and comparing our operating performance to our peers and our ability to pay dividends. We elected to be taxed as a REIT under the Internal Revenue Code of 1986, as amended, beginning with our taxable year ended December 31, 2018. As a REIT, we are required to distribute substantially all of our taxable income and we believe that dividends are one of the principal reasons investors invest in credit or commercial mortgage REITs such as our company. Over time, Distributable Earnings has been a useful indicator of our dividends per share and we consider that measure in determining the dividend, if any, to be paid. This supplemental financial measure also helps us to evaluate our performance excluding the effects of certain transactions and U.S. GAAP adjustments that we believe are not necessarily indicative of our current portfolio and operations We define Distributable Earnings as U.S. GAAP net income (loss) attributable to our common stockholders (or, without duplication, the owners of the common equity of our direct subsidiaries, such as our operating quity compensation expense, (ii) the expenses incurred in connection with our formation or other strategic transactions, (iii) the incentive fee, (iv) acquisition costs from successful acquisitions, (v) gains or losses from sales of real estate property and impairment write-downs of depreciable real estate, including unconsolidated joint ventures and preferred equity investments, (vi) CECL gains or losses or other similar non-cash items that are included in net income for the current quarter, regardless of whether such items are included in other comprehensive income or loss, or in net income, (ix) one-time events pursuant to changes in U.S. GAAP and (x) certain material non- cash income or expense items that in the judgment of management should not be included in Distributable Earnings. For clauses (ix) and (x), such exclusions shall only be applied after approval by a majority of our independent directors. Distributable Earnings include provision for loan losses when realized. Loan losses are realized when such amounts are deemed nonrecoverable at the time the loan is repaid, or if the underlying asset is sold following foreclosure, or if we determine that it is probable that all amounts due will not be collected; realized loan losses to be included in Distributable Earnings is the difference between the cash received, or expected to be received, and the book value of the asset. Distributable Earnings does not represent net income or cash generated from operating activities and should not be considered as an alternative to U.S. GAAP net income or an indication of our cash flows from operating activities determined in accordance with U.S. GAAP, a measure of our liquidity, or an indication of funds available to fund our cash needs. In addition, our methodology for calculating Distributable Earnings may differ from methodologies employed by other companies to calculate the same or similar non-GAAP supplemental financial measures, and accordingly, our reported Distributable Earnings may not be comparable to the Distributable Earnings reported by other companies. The Company calculates Distributable Earnings per share, which are non-GAAP supplemental financial measures, based on a weighted average number of common shares and operating partnership units (held by members other than the Company or its subsidiaries). re closely linked to the direct results of operations at the property level. 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 adjustments 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. 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 ope thers, such as capital expenditures and leasing costs, which are s, 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, our methodology for calculating NOI involves subjective judgment and discretion and may differ from the methodologies used by other companies, when calculating the same or similar supplemental financial measures and may not be comparable with other companies. 19 19IMPORTANT NOTE REGARDING NON-GAAP FINANCIAL MEASURES AND DEFINITIONS We present Distributable Earnings, which is a non-GAAP supplemental financial measure of our performance. We believe that Distributable Earnings provides meaningful information to consider in addition to our net income and cash flow from operating activities determined in accordance with U.S. GAAP, and this metric is a useful indicator for investors in evaluating and comparing our operating performance to our peers and our ability to pay dividends. We elected to be taxed as a REIT under the Internal Revenue Code of 1986, as amended, beginning with our taxable year ended December 31, 2018. As a REIT, we are required to distribute substantially all of our taxable income and we believe that dividends are one of the principal reasons investors invest in credit or commercial mortgage REITs such as our company. Over time, Distributable Earnings has been a useful indicator of our dividends per share and we consider that measure in determining the dividend, if any, to be paid. This supplemental financial measure also helps us to evaluate our performance excluding the effects of certain transactions and U.S. GAAP adjustments that we believe are not necessarily indicative of our current portfolio and operations We define Distributable Earnings as U.S. GAAP net income (loss) attributable to our common stockholders (or, without duplication, the owners of the common equity of our direct subsidiaries, such as our operating quity compensation expense, (ii) the expenses incurred in connection with our formation or other strategic transactions, (iii) the incentive fee, (iv) acquisition costs from successful acquisitions, (v) gains or losses from sales of real estate property and impairment write-downs of depreciable real estate, including unconsolidated joint ventures and preferred equity investments, (vi) CECL gains or losses or other similar non-cash items that are included in net income for the current quarter, regardless of whether such items are included in other comprehensive income or loss, or in net income, (ix) one-time events pursuant to changes in U.S. GAAP and (x) certain material non- cash income or expense items that in the judgment of management should not be included in Distributable Earnings. For clauses (ix) and (x), such exclusions shall only be applied after approval by a majority of our independent directors. Distributable Earnings include provision for loan losses when realized. Loan losses are realized when such amounts are deemed nonrecoverable at the time the loan is repaid, or if the underlying asset is sold following foreclosure, or if we determine that it is probable that all amounts due will not be collected; realized loan losses to be included in Distributable Earnings is the difference between the cash received, or expected to be received, and the book value of the asset. Distributable Earnings does not represent net income or cash generated from operating activities and should not be considered as an alternative to U.S. GAAP net income or an indication of our cash flows from operating activities determined in accordance with U.S. GAAP, a measure of our liquidity, or an indication of funds available to fund our cash needs. In addition, our methodology for calculating Distributable Earnings may differ from methodologies employed by other companies to calculate the same or similar non-GAAP supplemental financial measures, and accordingly, our reported Distributable Earnings may not be comparable to the Distributable Earnings reported by other companies. The Company calculates Distributable Earnings per share, which are non-GAAP supplemental financial measures, based on a weighted average number of common shares and operating partnership units (held by members other than the Company or its subsidiaries). re closely linked to the direct results of operations at the property level. 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 adjustments 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. 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 ope thers, such as capital expenditures and leasing costs, which are s, 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, our methodology for calculating NOI involves subjective judgment and discretion and may differ from the methodologies used by other companies, when calculating the same or similar supplemental financial measures and may not be comparable with other companies. 19 19
IMPORTANT NOTE REGARDING NON-GAAP FINANCIAL MEASURES AND DEFINITIONS ce 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 interest rest to each financial statement line item. The Company provides pro rata financial information b economic interest in its investments. However, pro rata financial information as an analytical tool has limitations. Other companies may not calculate their pro rata information in the same methodology, and accordingly, 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. We present loan-to-value which reflects the initial loan amount divided by the as-is appraised value as of the date the loan was originated, or by the current principal amount divided by the appraisal value as of the date of the most recent as-is appraisal. For construction loans, loan-to-value reflects the total commitment amount of the loan divided by the as-completed appraised value, or the total commitment amount of the loan divided by the projected total cost basis. Senior loans reflect the initial loan amount divided by the as-is value as of the date the loan was originated, or the principal amount divided by the appraised value as of the date of the most recent as-is appraisal. ct the total commitment amount of the loan divided by the as completed appraised value, or the total commitment amount of the loan divided by the projected total cost basis. Mezzanine loans include attachment and detachment loan-to-values, respectively. Attachment loan-to-value reflects initial funding of loans senior to our position divided by the as-is value as of the date the loan was originated, or the principal amount divided by the appraised value as of the date of the most recent appraisal. Detachment loan-to-value reflects the cumulative initial funding of our loan and the loans senior to our position divided by the as-is value as of the date the loan was originated, or the cumulative principal amount divided by the appraised value as of the date of the most recent appraisal. Construction mezzanine loans include attachment and detachment loan-to-value, respectively. Attachment loan-to-value reflects the total commitment amount of loans senior to our position divided by as-completed appraised value, or the total commitment amount of loans senior to our position divided by projected total cost basis. Detachment loan-to-value reflect the cumulative commitment amount of our loan and the loans senior to our position divided by as- completed appraised value, or the cumulative commitment amount of our loan and loans senior to our position divided by projected total cost basis. We present risk rankings, which is a supplemental financial disclosure, for loans and preferred equity investments. In addition to reviewing loans and preferred equity for impairments on a quarterly basis, the Company evaluates loans and preferred equity to determine if an allowance for loan loss should be established. In conjunction with this review, the Company assesses the risk factors of each loan and preferred equity investment and assigns a risk rating based on a variety of factors, including, without limitation, underlying real estate performance and asset value, values of comparable properties, durability and quality of property cash flows, sponsor experience and financial wherewithal, and the existence of a risk-mitigating loan structure. Additional key considerations include loan-to-value ratios, debt service coverage ratios, loan structure, real estate and credit market dynamics, and risk of default or pri origination or purchase, loans and preferred equity investmen 20 20IMPORTANT NOTE REGARDING NON-GAAP FINANCIAL MEASURES AND DEFINITIONS ce 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 interest rest to each financial statement line item. The Company provides pro rata financial information b economic interest in its investments. However, pro rata financial information as an analytical tool has limitations. Other companies may not calculate their pro rata information in the same methodology, and accordingly, 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. We present loan-to-value which reflects the initial loan amount divided by the as-is appraised value as of the date the loan was originated, or by the current principal amount divided by the appraisal value as of the date of the most recent as-is appraisal. For construction loans, loan-to-value reflects the total commitment amount of the loan divided by the as-completed appraised value, or the total commitment amount of the loan divided by the projected total cost basis. Senior loans reflect the initial loan amount divided by the as-is value as of the date the loan was originated, or the principal amount divided by the appraised value as of the date of the most recent as-is appraisal. ct the total commitment amount of the loan divided by the as completed appraised value, or the total commitment amount of the loan divided by the projected total cost basis. Mezzanine loans include attachment and detachment loan-to-values, respectively. Attachment loan-to-value reflects initial funding of loans senior to our position divided by the as-is value as of the date the loan was originated, or the principal amount divided by the appraised value as of the date of the most recent appraisal. Detachment loan-to-value reflects the cumulative initial funding of our loan and the loans senior to our position divided by the as-is value as of the date the loan was originated, or the cumulative principal amount divided by the appraised value as of the date of the most recent appraisal. Construction mezzanine loans include attachment and detachment loan-to-value, respectively. Attachment loan-to-value reflects the total commitment amount of loans senior to our position divided by as-completed appraised value, or the total commitment amount of loans senior to our position divided by projected total cost basis. Detachment loan-to-value reflect the cumulative commitment amount of our loan and the loans senior to our position divided by as- completed appraised value, or the cumulative commitment amount of our loan and loans senior to our position divided by projected total cost basis. We present risk rankings, which is a supplemental financial disclosure, for loans and preferred equity investments. In addition to reviewing loans and preferred equity for impairments on a quarterly basis, the Company evaluates loans and preferred equity to determine if an allowance for loan loss should be established. In conjunction with this review, the Company assesses the risk factors of each loan and preferred equity investment and assigns a risk rating based on a variety of factors, including, without limitation, underlying real estate performance and asset value, values of comparable properties, durability and quality of property cash flows, sponsor experience and financial wherewithal, and the existence of a risk-mitigating loan structure. Additional key considerations include loan-to-value ratios, debt service coverage ratios, loan structure, real estate and credit market dynamics, and risk of default or pri origination or purchase, loans and preferred equity investmen 20 20
NOTES REGARDING REPORTABLE SEGMENTS table segments below, which are based on how management reviews and manages its business. During the first quarter of 2021, the Company realigned the business and reportable segment information to reflect how the Chief Operating Decision Makers regularly review and manage the business. As a result, we present our business as one portfolio and through the below business segments. Prior to the realignment noted above, the Company had conducted business through two portfolios, the Core Portfolio and Legacy, Non-Strategic Portfolio, since the third quarter 2019. Since then, we have resolved 56 investments in our Legacy, Non-Strategic Portfolio with the remaining investments representing less than 1% of our total net book value at the end of 2020. As such, we have dissolved the separate segment reporting of Legacy, Non-Strategic Portfolio as of the beginning of the first quarter of 2021. Senior and Mezzanine Loans and Preferred Equity ( Loans & Preferred Equity Portfolio or Loan Portfolio ) The Loan Portfolio also includes acquisition, development and construction loan arrangements accounted for as equity method investments as well as loans and preferred equity interests held through joint ventures with an affiliate of Colony Capital, Inc., which were deconsolidated as a result of the merger and subsequently treated as equity method investments. • Senior mortgage loans may include junior participations in our originated senior mortgage loans for which we have syndicated the senior participations to other investors and retained the junior participations for our portfolio and contiguous mezzanine loans where we own both the senior and junior loan positions. We believe these investments are more similar to the senior mortgage loans we originate than other loan types given their credit quality and risk profile • Mezzanine loans include other subordinated loans • Preferred equity interests include related equity participation interests Net Leased Real Estate and Other Real Estate ( Net Lease and Other Real Estate ) ong-term leases to tenants on a net lease basis, where such tenants are generally responsible for property operating expenses such as insurance, utilities, maintenance capital expenditures and real estate taxes. Other Real Estate investments included direct ownership in commercial real estate, with an emphasis on properties with stable cash flow. Net lease and other real estate includes deferred leasing costs and other net intangibles. CRE Debt Securities Corporate As of March 31, 2021, the Corporate segment included corporate-level asset management and other fees including expenses related to our secured revolving credit facility, related party and general and administrative expenses. 21 21NOTES REGARDING REPORTABLE SEGMENTS table segments below, which are based on how management reviews and manages its business. During the first quarter of 2021, the Company realigned the business and reportable segment information to reflect how the Chief Operating Decision Makers regularly review and manage the business. As a result, we present our business as one portfolio and through the below business segments. Prior to the realignment noted above, the Company had conducted business through two portfolios, the Core Portfolio and Legacy, Non-Strategic Portfolio, since the third quarter 2019. Since then, we have resolved 56 investments in our Legacy, Non-Strategic Portfolio with the remaining investments representing less than 1% of our total net book value at the end of 2020. As such, we have dissolved the separate segment reporting of Legacy, Non-Strategic Portfolio as of the beginning of the first quarter of 2021. Senior and Mezzanine Loans and Preferred Equity ( Loans & Preferred Equity Portfolio or Loan Portfolio ) The Loan Portfolio also includes acquisition, development and construction loan arrangements accounted for as equity method investments as well as loans and preferred equity interests held through joint ventures with an affiliate of Colony Capital, Inc., which were deconsolidated as a result of the merger and subsequently treated as equity method investments. • Senior mortgage loans may include junior participations in our originated senior mortgage loans for which we have syndicated the senior participations to other investors and retained the junior participations for our portfolio and contiguous mezzanine loans where we own both the senior and junior loan positions. We believe these investments are more similar to the senior mortgage loans we originate than other loan types given their credit quality and risk profile • Mezzanine loans include other subordinated loans • Preferred equity interests include related equity participation interests Net Leased Real Estate and Other Real Estate ( Net Lease and Other Real Estate ) ong-term leases to tenants on a net lease basis, where such tenants are generally responsible for property operating expenses such as insurance, utilities, maintenance capital expenditures and real estate taxes. Other Real Estate investments included direct ownership in commercial real estate, with an emphasis on properties with stable cash flow. Net lease and other real estate includes deferred leasing costs and other net intangibles. CRE Debt Securities Corporate As of March 31, 2021, the Corporate segment included corporate-level asset management and other fees including expenses related to our secured revolving credit facility, related party and general and administrative expenses. 21 21
$ in thousands, except share data; as of March 31, 2021, unless otherwise stated 22 22$ in thousands, except share data; as of March 31, 2021, unless otherwise stated 22 22
OPERATIONS In thousands, except per share data; as of March 31, 2021, unless otherwise stated; Unaudited 23 23OPERATIONS In thousands, except per share data; as of March 31, 2021, unless otherwise stated; Unaudited 23 23
OPERATIONS BY SEGMENT $ in thousands; as of March 31, 2021; Unaudited 24 24OPERATIONS BY SEGMENT $ in thousands; as of March 31, 2021; Unaudited 24 24
OP UNITS 25 25OP UNITS 25 25
FINANCIAL INFORMATION Reconciliation of consolidated balance sheet to at CLNC share balance sheet In thousands, except per share data; as of March 31, 2021; Unaudited See footnotes in the appendix 26 26FINANCIAL INFORMATION Reconciliation of consolidated balance sheet to at CLNC share balance sheet In thousands, except per share data; as of March 31, 2021; Unaudited See footnotes in the appendix 26 26
Reconciliation of GAAP net book value to undepreciated book value In thousands, except per share data; as of March 31, 2021; Unaudited See footnotes in the appendix 27 27Reconciliation of GAAP net book value to undepreciated book value In thousands, except per share data; as of March 31, 2021; Unaudited See footnotes in the appendix 27 27
Reconciliation of GAAP net loss to Distributable Earnings Reconciliation of Distributable Earnings to Adjusted Distributable Earnings In thousands, except per share data; as of March 31, 2021; Unaudited See footnotes in the appendix 28 28Reconciliation of GAAP net loss to Distributable Earnings Reconciliation of Distributable Earnings to Adjusted Distributable Earnings In thousands, except per share data; as of March 31, 2021; Unaudited See footnotes in the appendix 28 28
Reconciliation of GAAP net income (loss) to NOI $ in thousands; as of March 31, 2021; Unaudited 29 29Reconciliation of GAAP net income (loss) to NOI $ in thousands; as of March 31, 2021; Unaudited 29 29
1. Amounts presented reflect total committed capital and include both closed and in-execution deals as of May 3, 2021 2. Based on GAAP gross carrying values; excludes cash and net assets 3. As of May 3, 2021 noncontrolling interests in the OP and excludes noncontrolling interests in investment entities 5. Debt-to-asset ratio based on total outstanding secured debt agreements t CLNC share 6. Includes securitization assets which are presented net of the impact from consolidation; includes one private equity secondary interest for approximately $7 million 7. Other / mixed-use includes: (i) commercial and residential development and predevelopment and (ii) mixed-use assets 8. Preferred equity includes approximately $17 million related to equity participation interests 9. Includes cash, restricted cash, net receivables, other assets, due to related party, accrued and other liabilities and escrow deposits payable 10. Represents net accumulated depreciation and amortization on real estate investments, including related intangible assets and liabilities 11. Represents the remaining loan term based on the current contractual maturity date of loans and is weighted by carrying value at CLNC share as of March 31, 2021 12. Represents the remaining loan term based on maximum maturity date assuming all extension options on loans are exercised by the borrower and is weighted by carrying value at CLNC share as of March 31, 2021 13. In addition to the stated cash coupon rate, unlevered all-in yield includes non-cash payment in-kind interest income and the accrual of origination, extension and exit fees. For W.A. calculations, unlevered all-in yield for the loan portfolio assumes the applicable floating benchmark rate as of March 31, 2021 14. Represents the percent leased as of March 31, 2021 and is weighted by carrying value; excludes hotel property type 15. Based on in-place leases (defined as occupied and paying leases) as of March 31, 2021 and assumes that no renewal options are exercised. W.A. calculation based on carrying value; excludes hotel property type 16. W.A. calculation based on carrying value 17. For W.A. calculations, assumes the applicable floating benchmark rate as of March 31, 2021 and is weighted on outstanding debt (UPB) 18. Subject to customary non-recourse carve-outs 19. W.A. calculation based on outstanding debt (UPB) 20. Represents interests in assets held by third party partners 22. Reflects the net impact of securitization assets and related obligations which are consolidated for accounting purposes 23. The Company calculates Distributable Earnings and Adjusted Distributable Earnings per share, which are non-GAAP financial measures, based on a weighted average number of common shares and OP units (held by members other than the Company or its subsidiaries). For the three months ended March 31, 2021, the weighted average number of common shares and OP units was approximately 132.9 million; includes 3.1 million of OP units 30 301. Amounts presented reflect total committed capital and include both closed and in-execution deals as of May 3, 2021 2. Based on GAAP gross carrying values; excludes cash and net assets 3. As of May 3, 2021 noncontrolling interests in the OP and excludes noncontrolling interests in investment entities 5. Debt-to-asset ratio based on total outstanding secured debt agreements t CLNC share 6. Includes securitization assets which are presented net of the impact from consolidation; includes one private equity secondary interest for approximately $7 million 7. Other / mixed-use includes: (i) commercial and residential development and predevelopment and (ii) mixed-use assets 8. Preferred equity includes approximately $17 million related to equity participation interests 9. Includes cash, restricted cash, net receivables, other assets, due to related party, accrued and other liabilities and escrow deposits payable 10. Represents net accumulated depreciation and amortization on real estate investments, including related intangible assets and liabilities 11. Represents the remaining loan term based on the current contractual maturity date of loans and is weighted by carrying value at CLNC share as of March 31, 2021 12. Represents the remaining loan term based on maximum maturity date assuming all extension options on loans are exercised by the borrower and is weighted by carrying value at CLNC share as of March 31, 2021 13. In addition to the stated cash coupon rate, unlevered all-in yield includes non-cash payment in-kind interest income and the accrual of origination, extension and exit fees. For W.A. calculations, unlevered all-in yield for the loan portfolio assumes the applicable floating benchmark rate as of March 31, 2021 14. Represents the percent leased as of March 31, 2021 and is weighted by carrying value; excludes hotel property type 15. Based on in-place leases (defined as occupied and paying leases) as of March 31, 2021 and assumes that no renewal options are exercised. W.A. calculation based on carrying value; excludes hotel property type 16. W.A. calculation based on carrying value 17. For W.A. calculations, assumes the applicable floating benchmark rate as of March 31, 2021 and is weighted on outstanding debt (UPB) 18. Subject to customary non-recourse carve-outs 19. W.A. calculation based on outstanding debt (UPB) 20. Represents interests in assets held by third party partners 22. Reflects the net impact of securitization assets and related obligations which are consolidated for accounting purposes 23. The Company calculates Distributable Earnings and Adjusted Distributable Earnings per share, which are non-GAAP financial measures, based on a weighted average number of common shares and OP units (held by members other than the Company or its subsidiaries). For the three months ended March 31, 2021, the weighted average number of common shares and OP units was approximately 132.9 million; includes 3.1 million of OP units 30 30
COMPANY INFORMATION Colony Credit Real Estate (NYSE: CLNC) is one of the largest publicly traded commercial real estate (CRE) credit REITs, focused on originating, acquiring, financing and managing a diversified portfolio consisting primarily of CRE debt investments and net leased properties predominantly in the United States. CRE debt investments primarily consist of first mortgage loans, which we expect to be the primary investment strategy. Colony Credit Real Estate is organized as a Maryland corporation and taxed as a REIT for U.S. federal income tax purposes. For additional information regarding the Company and its management and business, please refer to www.clncredit.com. Shareholder Information New York Company Website: Investor Relations: Analyst Coverage: 590 Madison Avenue www.clncredit.com ADDO Investor Relations Raymond James rd 33 Floor Lasse Glassen Stephen Laws New York, NY 10022 310-829-5400 901-579-4868 NYSE Ticker: lglassen@addoir.com CLNC B. Riley FBR Matt Howlett Stock & Transfer Agent: Press & Media: 917-538-4762 American Stock & Transfer Owen Blicksilver P.R., Inc. Trust Company (AST) Caroline Luz BTIG 866-751-6317 203-656-2829 Timothy Hayes help@astfinancial.com caroline@blicksilverpr.com 212-738-6199 31 31COMPANY INFORMATION Colony Credit Real Estate (NYSE: CLNC) is one of the largest publicly traded commercial real estate (CRE) credit REITs, focused on originating, acquiring, financing and managing a diversified portfolio consisting primarily of CRE debt investments and net leased properties predominantly in the United States. CRE debt investments primarily consist of first mortgage loans, which we expect to be the primary investment strategy. Colony Credit Real Estate is organized as a Maryland corporation and taxed as a REIT for U.S. federal income tax purposes. For additional information regarding the Company and its management and business, please refer to www.clncredit.com. Shareholder Information New York Company Website: Investor Relations: Analyst Coverage: 590 Madison Avenue www.clncredit.com ADDO Investor Relations Raymond James rd 33 Floor Lasse Glassen Stephen Laws New York, NY 10022 310-829-5400 901-579-4868 NYSE Ticker: lglassen@addoir.com CLNC B. Riley FBR Matt Howlett Stock & Transfer Agent: Press & Media: 917-538-4762 American Stock & Transfer Owen Blicksilver P.R., Inc. Trust Company (AST) Caroline Luz BTIG 866-751-6317 203-656-2829 Timothy Hayes help@astfinancial.com caroline@blicksilverpr.com 212-738-6199 31 31
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Exhibit 99.3 INVESTOR PRESENTATION May 5, 2021Exhibit 99.3 INVESTOR PRESENTATION May 5, 2021
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 forwa he 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. Forward-looking statements involve known and unknown risks, uncertainties, assumptions and contingencies, many of which are beyond our control, and may cause actual results to differ significantly from those expressed in any forward-looking statement. Among others, the following uncertainties and other factors could cause actual results to differ from those set forth in the forward-looking statements: operating costs and business disruption may be greater than expected; uncertainties regarding the ongoing impact of the novel coronavirus (COVID-19) and its adverse impact on the real estate market, the econo use development loan, other hospitality loans, and Dublin development financings), financial condition and business operation; defaults by borro and stabilize properties; deterioration in the performance of the properties securing our investments (including depletion of interest and other reserves or payment-in-kind concessions in lieu of current interest payment obligations) that may cause deterioration in the performance of our investments and, potentially, principal losses to us; the Company's operating results may differ materially from the information presented in the C other filings with the Securities and Exchange Commission; the fair value of the Company's investments may be subject to uncertainties; the Company's use of leverage could hinder its ability to make distributions and may significantly impact its liquidity position; the ability to realize substantial efficiencies as well as anticipated strategic and financial benefits, including, but not limited to expected cost savings through the internalization or expected returns on equity and/or yields on investments; adverse impacts on the Company's corporate revolver, including covenant compliance and borrowing base capacity; adverse impacts on the Company's liquidity, including margin calls on master repurchase facilities, debt service or lease payment defaults or deferrals, demands for protective advances and capital expenditures; the timing of and ability to deploy available capital; whether the Company will achieve its anticipated 2021 Distributable Earnings per share (as adjusted), or maintain or produce higher Distributable E grow the dividend at all in the future; the ability of the Company to refinance certain mortgage debt on similar terms to those currently existing or at all; and the impact of legislative, regulatory and competitive changes, and the actions of government authorities and in particular those affecting the commercial real estate finance and mortgage industry or our business. The foregoing list of factors is not exhaustive. Additional information about these and other factors can be ther filings with the Securities and Exchange Commission. Moreover, each of the factors referenced above are likely to also be impacted directly or indirectly by the ongoing impact of COVID-19 and investors are cautioned to interpret substantially all of such statements and risks as being heightened as a result of the ongoing impact of the COVID-19. We caution investors not to unduly rely on any forward-looking statements. The forward-looking statements speak only as of the date of this presentation. Colony Credit Real Estate 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 Credit Real Estate does not intend to do so. We caution investors not to unduly rely on any forward-looking statements. The forward-looking statements speak only as of the date of this presentation. Colony Credit Real Estate 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 Credit Real Estate does not intend to do so. 2Cautionary 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 forwa he 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. Forward-looking statements involve known and unknown risks, uncertainties, assumptions and contingencies, many of which are beyond our control, and may cause actual results to differ significantly from those expressed in any forward-looking statement. Among others, the following uncertainties and other factors could cause actual results to differ from those set forth in the forward-looking statements: operating costs and business disruption may be greater than expected; uncertainties regarding the ongoing impact of the novel coronavirus (COVID-19) and its adverse impact on the real estate market, the econo use development loan, other hospitality loans, and Dublin development financings), financial condition and business operation; defaults by borro and stabilize properties; deterioration in the performance of the properties securing our investments (including depletion of interest and other reserves or payment-in-kind concessions in lieu of current interest payment obligations) that may cause deterioration in the performance of our investments and, potentially, principal losses to us; the Company's operating results may differ materially from the information presented in the C other filings with the Securities and Exchange Commission; the fair value of the Company's investments may be subject to uncertainties; the Company's use of leverage could hinder its ability to make distributions and may significantly impact its liquidity position; the ability to realize substantial efficiencies as well as anticipated strategic and financial benefits, including, but not limited to expected cost savings through the internalization or expected returns on equity and/or yields on investments; adverse impacts on the Company's corporate revolver, including covenant compliance and borrowing base capacity; adverse impacts on the Company's liquidity, including margin calls on master repurchase facilities, debt service or lease payment defaults or deferrals, demands for protective advances and capital expenditures; the timing of and ability to deploy available capital; whether the Company will achieve its anticipated 2021 Distributable Earnings per share (as adjusted), or maintain or produce higher Distributable E grow the dividend at all in the future; the ability of the Company to refinance certain mortgage debt on similar terms to those currently existing or at all; and the impact of legislative, regulatory and competitive changes, and the actions of government authorities and in particular those affecting the commercial real estate finance and mortgage industry or our business. The foregoing list of factors is not exhaustive. Additional information about these and other factors can be ther filings with the Securities and Exchange Commission. Moreover, each of the factors referenced above are likely to also be impacted directly or indirectly by the ongoing impact of COVID-19 and investors are cautioned to interpret substantially all of such statements and risks as being heightened as a result of the ongoing impact of the COVID-19. We caution investors not to unduly rely on any forward-looking statements. The forward-looking statements speak only as of the date of this presentation. Colony Credit Real Estate 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 Credit Real Estate does not intend to do so. We caution investors not to unduly rely on any forward-looking statements. The forward-looking statements speak only as of the date of this presentation. Colony Credit Real Estate 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 Credit Real Estate does not intend to do so. 2
2021 Accomplishments & Priorities YTD 2021 Accomplishments 2021 Priorities Closed Internalization Transaction on April 30, 2021 Achieve Internalization Cost Savings Reinstated Quarterly Dividend for Q1 21 ($0.10/share) Deploy Cash on Balance Sheet while Maintaining Strong Liquidity Position Increased Dividend to $0.14/share for Q2 21 Actively Manage Portfolio Collapsed Legacy, Non-Strategic Portfolio Grow Earnings and Dividend (1) Robust New Originations ($815M in 2021) Amounts presented are as of May 3, 2021, unless otherwise stated; at CLNC share 1) Represents total committed capital related to both closed and in-execution deals 32021 Accomplishments & Priorities YTD 2021 Accomplishments 2021 Priorities Closed Internalization Transaction on April 30, 2021 Achieve Internalization Cost Savings Reinstated Quarterly Dividend for Q1 21 ($0.10/share) Deploy Cash on Balance Sheet while Maintaining Strong Liquidity Position Increased Dividend to $0.14/share for Q2 21 Actively Manage Portfolio Collapsed Legacy, Non-Strategic Portfolio Grow Earnings and Dividend (1) Robust New Originations ($815M in 2021) Amounts presented are as of May 3, 2021, unless otherwise stated; at CLNC share 1) Represents total committed capital related to both closed and in-execution deals 3
On April 30, 2021, CLNC completed an internalization of management and operating functions and termination of the management agreement with Colony Capital, Inc. The tran produce meaningful results Cost Savings through Management Further Aligns Rebranding to Reflect Reduction in Operating Continuity & Team Management with Expenses Expertise Company and Evolution Stockholders Continue to be led by CEO Michael Mazzei Anticipates generating cost savings of Internalized structure results in a The Company expects to operate under a and COO Andrew Witt and seasoned senior approximately $14 to $16M per year, or transparent organizational model and new name. Rebranding marks important management team $0.10 to $0.12/share dedicated employee base milestone in becoming self-managed 4On April 30, 2021, CLNC completed an internalization of management and operating functions and termination of the management agreement with Colony Capital, Inc. The tran produce meaningful results Cost Savings through Management Further Aligns Rebranding to Reflect Reduction in Operating Continuity & Team Management with Expenses Expertise Company and Evolution Stockholders Continue to be led by CEO Michael Mazzei Anticipates generating cost savings of Internalized structure results in a The Company expects to operate under a and COO Andrew Witt and seasoned senior approximately $14 to $16M per year, or transparent organizational model and new name. Rebranding marks important management team $0.10 to $0.12/share dedicated employee base milestone in becoming self-managed 4
Company Highlights Leading internalized commercial real estate credit REIT with conservative balance sheet poised for growth Stable & Growing Portfolio Robust Liquidity of Primarily Senior Loans & Net Lease Assets $4.1B $1.0B $443M $330M (3) Total At-Share Assets New Senior Loan Originations Total Liquidity Total Unrestricted Cash (1) (3) (or $2.48 per share) (2) 83% of investments in senior loans or net lease assets Ample liquidity to fund earnings growth and investment pipeline Conservative Balance Sheet Quarterly Dividend Growth 1.1x $12.84 40% $0.14 Net-Debt-to-Equity Ratio Undepreciated Book Value Per Share (4) ($8.83 current share price) Fully undrawn $300M revolver, $1.2B repurchase facility availability Covered by Adjusted Distributable Earnings Amounts presented are as of March 31, 2021, unless otherwise stated; at CLNC share 1) Amounts presented reflect total committed capital and include both closed and in-execution deals as of May 3, 2021 2) Based on GAAP gross book value of investment portfolio as of March 31, 2021; excludes cash and other net assets 5 3) Total liquidity and unrestricted cash as of May 3, 2021. Total liquidity represents unrestricted cash plus availability under the corporate revolving credit facility 4) Represents CLNC closing share price as of May 3, 2021Company Highlights Leading internalized commercial real estate credit REIT with conservative balance sheet poised for growth Stable & Growing Portfolio Robust Liquidity of Primarily Senior Loans & Net Lease Assets $4.1B $1.0B $443M $330M (3) Total At-Share Assets New Senior Loan Originations Total Liquidity Total Unrestricted Cash (1) (3) (or $2.48 per share) (2) 83% of investments in senior loans or net lease assets Ample liquidity to fund earnings growth and investment pipeline Conservative Balance Sheet Quarterly Dividend Growth 1.1x $12.84 40% $0.14 Net-Debt-to-Equity Ratio Undepreciated Book Value Per Share (4) ($8.83 current share price) Fully undrawn $300M revolver, $1.2B repurchase facility availability Covered by Adjusted Distributable Earnings Amounts presented are as of March 31, 2021, unless otherwise stated; at CLNC share 1) Amounts presented reflect total committed capital and include both closed and in-execution deals as of May 3, 2021 2) Based on GAAP gross book value of investment portfolio as of March 31, 2021; excludes cash and other net assets 5 3) Total liquidity and unrestricted cash as of May 3, 2021. Total liquidity represents unrestricted cash plus availability under the corporate revolving credit facility 4) Represents CLNC closing share price as of May 3, 2021
CLNC has transitioned to offense after decisive actions to protect the balance sheet in response to COVID-19 13% Growing Portfolio (1) Loan Portfolio Growth senior loan • $4.1B total at-share assets Subordinate Debt increase Senior Loans • $2.7B loan portfolio (including $2.4B of senior loans) since 12% 22% • Increasing share of senior first mortgages and multifamily exposure 78% 88% Reinstituted Dividend • Q1'20 Q1'21 • 64% (1) Loan Portfolio Diversification multifamily Strong Liquidity As of 3/31/20 increase As of 3/31/21 (2) • $443M total liquidity, $330M unrestricted cash 45% since 41% (3) • Deploying capital with $1.0B in new originations since September 2020 32% 30% 27% 25% Conservative Leverage, Embedded Financing Capacity • 1.1x net debt-to-equity • Fully undrawn corporate revolver, master repurchase facilities / term Multifamily Office Hotel, Other / Mixed-use, (2) Industrial & Retail facilities ($1.2B availability) Amounts presented are as of March 31, 2021, unless otherwise stated; at CLNC share • Limited recourse indebtedness 1) Based on GAAP gross book value as of March 31, 2021; excludes cash and other net assets 6 2) As of May 3, 2021 3) Amounts presented reflect total committed capital and include both closed and in-execution deals as of May 3, 2021CLNC has transitioned to offense after decisive actions to protect the balance sheet in response to COVID-19 13% Growing Portfolio (1) Loan Portfolio Growth senior loan • $4.1B total at-share assets Subordinate Debt increase Senior Loans • $2.7B loan portfolio (including $2.4B of senior loans) since 12% 22% • Increasing share of senior first mortgages and multifamily exposure 78% 88% Reinstituted Dividend • Q1'20 Q1'21 • 64% (1) Loan Portfolio Diversification multifamily Strong Liquidity As of 3/31/20 increase As of 3/31/21 (2) • $443M total liquidity, $330M unrestricted cash 45% since 41% (3) • Deploying capital with $1.0B in new originations since September 2020 32% 30% 27% 25% Conservative Leverage, Embedded Financing Capacity • 1.1x net debt-to-equity • Fully undrawn corporate revolver, master repurchase facilities / term Multifamily Office Hotel, Other / Mixed-use, (2) Industrial & Retail facilities ($1.2B availability) Amounts presented are as of March 31, 2021, unless otherwise stated; at CLNC share • Limited recourse indebtedness 1) Based on GAAP gross book value as of March 31, 2021; excludes cash and other net assets 6 2) As of May 3, 2021 3) Amounts presented reflect total committed capital and include both closed and in-execution deals as of May 3, 2021
Significant New Originations Activity Building quality earnings through the deployment of cash into first mortgages with a focus on multifamily and office in growing markets Convert Liquidity into New First Mortgage Collateral Diversification Loan Originations Office 17% • $330M cash on hand to fund new deals with predictable earnings • 8 others under contract for $261M of committed capital Multifamily 83% Powerful Originations Platform Producing Results (1) • $1.0B of new originations closed (1) New Originations with Predictable and Quality Earnings • Emphasis on lowering concentration risks; reduced average and maximum loan sizes Number of Loans 31 Total Committed Capital / Initial Funding $1.0B / $0.9B Team with Proven Credit Expertise • George Kok as Chief Credit Officer Average Loan Size (Committed Capital) $32M • 35 years of experience as proven leader and business builder in W.A. Initial Term / Extended Term 3 Years / 5 Years CRE finance and CMBS % Floating Rate 100% Amounts presented are as of May 3, 2021, unless otherwise stated; at CLNC share 1) Amounts presented include both closed and in-execution deals as of May 3, 2021 7Significant New Originations Activity Building quality earnings through the deployment of cash into first mortgages with a focus on multifamily and office in growing markets Convert Liquidity into New First Mortgage Collateral Diversification Loan Originations Office 17% • $330M cash on hand to fund new deals with predictable earnings • 8 others under contract for $261M of committed capital Multifamily 83% Powerful Originations Platform Producing Results (1) • $1.0B of new originations closed (1) New Originations with Predictable and Quality Earnings • Emphasis on lowering concentration risks; reduced average and maximum loan sizes Number of Loans 31 Total Committed Capital / Initial Funding $1.0B / $0.9B Team with Proven Credit Expertise • George Kok as Chief Credit Officer Average Loan Size (Committed Capital) $32M • 35 years of experience as proven leader and business builder in W.A. Initial Term / Extended Term 3 Years / 5 Years CRE finance and CMBS % Floating Rate 100% Amounts presented are as of May 3, 2021, unless otherwise stated; at CLNC share 1) Amounts presented include both closed and in-execution deals as of May 3, 2021 7
Lending Market Update The debt market remains open for quality loans and the macro landscape for debt is favorable with a clear path to economic recovery CRE Debt Market CLNC Investment Themes Economic recovery underway Middle market focus Volatility in treasuries and steepening yield $25 to $50 million average loan size curve favors floating rates 2 to 3-year initial term; up to 75% LTV Industrial, multifamily are preferred asset classes; select office and other niche Primarily multifamily and office within products such as self storage the U.S. Increased demand for high quality loans, No land or predevelopment loans tightening spreads 8Lending Market Update The debt market remains open for quality loans and the macro landscape for debt is favorable with a clear path to economic recovery CRE Debt Market CLNC Investment Themes Economic recovery underway Middle market focus Volatility in treasuries and steepening yield $25 to $50 million average loan size curve favors floating rates 2 to 3-year initial term; up to 75% LTV Industrial, multifamily are preferred asset classes; select office and other niche Primarily multifamily and office within products such as self storage the U.S. Increased demand for high quality loans, No land or predevelopment loans tightening spreads 8
Robust Investment Platform Rigorous underwriting and screening process for each investment Comprehensive Investment Capabilities Screen & Evaluation Process (Since September 2020) % of 45 dedicated professionals throughout the U.S. Investments Evaluated Total Investments Evaluated # of Investments / Face Value ($B) 100% Total loan requests reviewed: Deep relationships with borrowers and 2 $[X]bn intermediaries ~ ~7 73 30 0 / / ~ ~$ $3 35 5B B Real-time real estate market intelligence Total Investments Underwritten 23% ~ ~2 20 00 0 / / ~ ~$ $8 8B B Expertise in identifying, evaluating and structuring investments Total Closed & In-execution Ability to source investments across the 3% 31 / capital stack ~$1B Amounts presented are as of May 3, 2021 9Robust Investment Platform Rigorous underwriting and screening process for each investment Comprehensive Investment Capabilities Screen & Evaluation Process (Since September 2020) % of 45 dedicated professionals throughout the U.S. Investments Evaluated Total Investments Evaluated # of Investments / Face Value ($B) 100% Total loan requests reviewed: Deep relationships with borrowers and 2 $[X]bn intermediaries ~ ~7 73 30 0 / / ~ ~$ $3 35 5B B Real-time real estate market intelligence Total Investments Underwritten 23% ~ ~2 20 00 0 / / ~ ~$ $8 8B B Expertise in identifying, evaluating and structuring investments Total Closed & In-execution Ability to source investments across the 3% 31 / capital stack ~$1B Amounts presented are as of May 3, 2021 9
Portfolio Transition Substantially Complete CLNC has transitioned its portfolio to floating rate first mortgages, while reducing exposure to the other investment types (1) (1) Investment Type (%) Core Portfolio vs. Legacy, Non-Strategic Portfolio (2) (3) Loan Portfolio NNN & Other RE CRE Debt Securities LNS Core 0% 4% 6% 13% 19% 24% 100% 81% 81% 72% 3/31/20 3/31/21 9/30/2019 3/31/2021 Increased Loan Exposure Exited Legacy, Non-Strategic Portfolio • Lower risk profile, limited credit-loss risk • • Significant equity cushion to absorb potential losses in downside scenarios Amounts presented are as of March 31, 2021, unless otherwise stated; at CLNC share 1) Based on GAAP net book value as of March 31, 2021, excluding cash and other allocated assets and liabilities 10 2) Consists of senior and mezzanine loans and preferred equity 3) Includes PE interestsPortfolio Transition Substantially Complete CLNC has transitioned its portfolio to floating rate first mortgages, while reducing exposure to the other investment types (1) (1) Investment Type (%) Core Portfolio vs. Legacy, Non-Strategic Portfolio (2) (3) Loan Portfolio NNN & Other RE CRE Debt Securities LNS Core 0% 4% 6% 13% 19% 24% 100% 81% 81% 72% 3/31/20 3/31/21 9/30/2019 3/31/2021 Increased Loan Exposure Exited Legacy, Non-Strategic Portfolio • Lower risk profile, limited credit-loss risk • • Significant equity cushion to absorb potential losses in downside scenarios Amounts presented are as of March 31, 2021, unless otherwise stated; at CLNC share 1) Based on GAAP net book value as of March 31, 2021, excluding cash and other allocated assets and liabilities 10 2) Consists of senior and mezzanine loans and preferred equity 3) Includes PE interests
CLNC Is Reducing The Discount is trading at a $530 million discount, or $4 per share Trading Discount to Book Value Per Share Reducing the Discount Deploy Cash on ~$4/share or Balance Sheet ~$530M between Investment Portfolio Book Value (Investment-Level Only) current share price (3) $10.40 $12.84 and book value Repatriate Capital from Lower Return Investments Increase Exposure to $8.83 Senior Loans $5.41 Cash & Grow Earnings and Other Net Assets $2.44 Dividend (1) (2) 11/3/20 Share Price 5/3/21 Share Price 3/31/21 Book Value Amounts presented are as of March 31, 2021, unless otherwise stated; at CLNC share 1) Represents CLNC closing share price as of November 3, 2020; reference date based on 11 2) Represents CLNC closing share price as of May 3, 2021 3) Represents undepreciated book value as of March 31, 2021CLNC Is Reducing The Discount is trading at a $530 million discount, or $4 per share Trading Discount to Book Value Per Share Reducing the Discount Deploy Cash on ~$4/share or Balance Sheet ~$530M between Investment Portfolio Book Value (Investment-Level Only) current share price (3) $10.40 $12.84 and book value Repatriate Capital from Lower Return Investments Increase Exposure to $8.83 Senior Loans $5.41 Cash & Grow Earnings and Other Net Assets $2.44 Dividend (1) (2) 11/3/20 Share Price 5/3/21 Share Price 3/31/21 Book Value Amounts presented are as of March 31, 2021, unless otherwise stated; at CLNC share 1) Represents CLNC closing share price as of November 3, 2020; reference date based on 11 2) Represents CLNC closing share price as of May 3, 2021 3) Represents undepreciated book value as of March 31, 2021
Q1 Summary Results (1) ($ in millions, except where noted and per share data) Q1 21 Investment Type (%) GAAP Net Loss ($92.3) Per Share ($0.71) CRE Debt Securities 6% Distributable Earnings $13.8 Net Lease & Per Share $0.10 Other Real Estate 13% Adjusted Distributable Earnings $18.0 Per Share $0.14 Total Investment-Level Total At-Share Assets ($B) $4.1 Net Book Value $ Book Value (GAAP) ($B) $1.6 1.3B Per Share $11.98 Book Value (Undepreciated) ($B) $1.7 Per Share $12.84 Loan Portfolio 81% Dividend Per Share $0.10 Implied Coverage % (Adj. Distributable Earnings) 140% CECL Reserve $41.7 Per Share $0.31 Amounts presented are as of March 31, 2021, unless otherwise stated; at CLNC share 1) Based on GAAP net book value as of March 31, 2021; excludes cash and other net assets 12Q1 Summary Results (1) ($ in millions, except where noted and per share data) Q1 21 Investment Type (%) GAAP Net Loss ($92.3) Per Share ($0.71) CRE Debt Securities 6% Distributable Earnings $13.8 Net Lease & Per Share $0.10 Other Real Estate 13% Adjusted Distributable Earnings $18.0 Per Share $0.14 Total Investment-Level Total At-Share Assets ($B) $4.1 Net Book Value $ Book Value (GAAP) ($B) $1.6 1.3B Per Share $11.98 Book Value (Undepreciated) ($B) $1.7 Per Share $12.84 Loan Portfolio 81% Dividend Per Share $0.10 Implied Coverage % (Adj. Distributable Earnings) 140% CECL Reserve $41.7 Per Share $0.31 Amounts presented are as of March 31, 2021, unless otherwise stated; at CLNC share 1) Based on GAAP net book value as of March 31, 2021; excludes cash and other net assets 12
Q1 Portfolio Detail Total loan portfolio increased 17% from $2.3 billion at year-end 2020 to $2.7 billion as a result of new senior loan originations in Q1 (1) Loan Portfolio Real Estate Portfolio NNN Other RE Total Number of Investments 9 3 Total Number of Investments 64 Carrying Value $2.7B Carrying Value $503M $196M Total Property Count / 16 / 13 / Average Investment Size $43M Rentable Square Feet 3.1M 1.3M W.A. % Leased / 100% 88% W.A. Extended Term (Years) 3.4 Remaining Lease Term (Years) / 9.5 / 3.9 W.A. Unlevered Yield 5.3% CRE Debt Securities W.A. Loan-to-Value Total Number of Investments 10 69% (Senior Loans Only) W.A. Risk Ranking 3.6 Carrying Value $79M Amounts presented are as of March 31, 2021, unless otherwise stated; at CLNC share 1) W.A. % leased and remaining lease term excludes hotel property type 13Q1 Portfolio Detail Total loan portfolio increased 17% from $2.3 billion at year-end 2020 to $2.7 billion as a result of new senior loan originations in Q1 (1) Loan Portfolio Real Estate Portfolio NNN Other RE Total Number of Investments 9 3 Total Number of Investments 64 Carrying Value $2.7B Carrying Value $503M $196M Total Property Count / 16 / 13 / Average Investment Size $43M Rentable Square Feet 3.1M 1.3M W.A. % Leased / 100% 88% W.A. Extended Term (Years) 3.4 Remaining Lease Term (Years) / 9.5 / 3.9 W.A. Unlevered Yield 5.3% CRE Debt Securities W.A. Loan-to-Value Total Number of Investments 10 69% (Senior Loans Only) W.A. Risk Ranking 3.6 Carrying Value $79M Amounts presented are as of March 31, 2021, unless otherwise stated; at CLNC share 1) W.A. % leased and remaining lease term excludes hotel property type 13
Prudent Capital Structure Positioned for Growth Current capital structure provides flexibility and support to drive growth and return on equity Capital Structure Access to Diverse and Efficient Financing Sources (1) • Robust liquidity: $443M of total liquidity, $330M of unrestricted cash 5% • Moderate leverage ratios and limited recourse debt exposure • Embedded financing capacity within existing structure and access to 42% Total Capitalization additional financing sources $ (1) 3.8 Fully undrawn $300M corporate revolver B 53% (1) Master repurchase facilities / term facilities ($1.2B availability) Mortgage debt Capital markets securitizations Public capital markets Stockholders' Equity Non-Recourse Debt Recourse Debt Amounts presented are as of March 31, 2021, unless otherwise stated; at CLNC share 1) As of May 3, 2021 14Prudent Capital Structure Positioned for Growth Current capital structure provides flexibility and support to drive growth and return on equity Capital Structure Access to Diverse and Efficient Financing Sources (1) • Robust liquidity: $443M of total liquidity, $330M of unrestricted cash 5% • Moderate leverage ratios and limited recourse debt exposure • Embedded financing capacity within existing structure and access to 42% Total Capitalization additional financing sources $ (1) 3.8 Fully undrawn $300M corporate revolver B 53% (1) Master repurchase facilities / term facilities ($1.2B availability) Mortgage debt Capital markets securitizations Public capital markets Stockholders' Equity Non-Recourse Debt Recourse Debt Amounts presented are as of March 31, 2021, unless otherwise stated; at CLNC share 1) As of May 3, 2021 14
Investment Opportunity Internalized structure and strong balance sheet positions the Company on a path towards substantial earnings growth and shareholder value creation Positioned for Growth A Simple Game Plan Stable and Recurring Earnings • Internalized, transparent organizational model • Deploy cash on balance sheet into new • Realize internalization related cost savings with dedicated employee base of 45 senior loans • Build current and predictable earnings professionals • Repatriate proceeds from lower yielding • Grow dividend • Liquidity position of $443M assets and redeploy the capital • Close valuation discount between current • Experienced team in-place to capitalize on • Build earnings and grow dividends share price and underlying book value growth opportunities • $1.0B of new originations closed or under contract since Q3 20 Amounts presented are as of May 3, 2021 15Investment Opportunity Internalized structure and strong balance sheet positions the Company on a path towards substantial earnings growth and shareholder value creation Positioned for Growth A Simple Game Plan Stable and Recurring Earnings • Internalized, transparent organizational model • Deploy cash on balance sheet into new • Realize internalization related cost savings with dedicated employee base of 45 senior loans • Build current and predictable earnings professionals • Repatriate proceeds from lower yielding • Grow dividend • Liquidity position of $443M assets and redeploy the capital • Close valuation discount between current • Experienced team in-place to capitalize on • Build earnings and grow dividends share price and underlying book value growth opportunities • $1.0B of new originations closed or under contract since Q3 20 Amounts presented are as of May 3, 2021 15
Company Information Colony Credit Real Estate (NYSE: CLNC) is one of the largest publicly traded commercial real estate (CRE) credit REITs, focused on originating, acquiring, financing and managing a diversified portfolio consisting primarily of CRE debt investments and net leased properties predominantly in the United States. CRE debt investments primarily consist of first mortgage loans, which we expect to be the primary investment strategy. Colony Credit Real Estate is organized as a Maryland corporation and taxed as a REIT for U.S. federal income tax purposes. For additional information regarding the Company and its management and business, please refer to www.clncredit.com. Shareholder information Headquarters: Company Website: Investor Relations: Analyst Coverage: www.clncredit.com ADDO Investor Relations Raymond James New York Lasse Glassen Stephen Laws 590 Madison Avenue 310-829-5400 901-579-4868 33rd Floor NYSE Ticker: lglassen@addoir.com New York, NY 10022 CLNC B. Riley Matt Howlett Stock & Transfer Agent: Press & Media: 917-538-4762 American Stock & Transfer Owen Blicksilver P.R., Inc. Trust Company (AST) Caroline Luz BTIG 866-751-6317 203-656-2829 Timothy Hayes help@astfinancial.com caroline@blicksilverpr.com 212-738-6199 16Company Information Colony Credit Real Estate (NYSE: CLNC) is one of the largest publicly traded commercial real estate (CRE) credit REITs, focused on originating, acquiring, financing and managing a diversified portfolio consisting primarily of CRE debt investments and net leased properties predominantly in the United States. CRE debt investments primarily consist of first mortgage loans, which we expect to be the primary investment strategy. Colony Credit Real Estate is organized as a Maryland corporation and taxed as a REIT for U.S. federal income tax purposes. For additional information regarding the Company and its management and business, please refer to www.clncredit.com. Shareholder information Headquarters: Company Website: Investor Relations: Analyst Coverage: www.clncredit.com ADDO Investor Relations Raymond James New York Lasse Glassen Stephen Laws 590 Madison Avenue 310-829-5400 901-579-4868 33rd Floor NYSE Ticker: lglassen@addoir.com New York, NY 10022 CLNC B. Riley Matt Howlett Stock & Transfer Agent: Press & Media: 917-538-4762 American Stock & Transfer Owen Blicksilver P.R., Inc. Trust Company (AST) Caroline Luz BTIG 866-751-6317 203-656-2829 Timothy Hayes help@astfinancial.com caroline@blicksilverpr.com 212-738-6199 16
APPENDIXAPPENDIX
Important Note Regarding Non-GAAP Financial Measures and Definitions We present Distributable Earnings, which is a non-GAAP supplemental financial measure of our performance. We believe that Distributable Earnings provides meaningful information to consider in addition to our net income and cash flow from operating activities determined in accordance with U.S. GAAP, and this metric is a useful indicator for investors in evaluating and comparing our operating performance to our peers and our ability to pay dividends. We elected to be taxed as a REIT under the Internal Revenue Code of 1986, as amended, beginning with our taxable year ended December 31, 2018. As a REIT, we are required to distribute substantially all of our taxable income and we believe that dividends are one of the principal reasons investors invest in credit or commercial mortgage REITs such as our company. Over time, Distributable Earnings has been a useful indicator of our dividends per share and we consider that measure in determining the dividend, if any, to be paid. This supplemental financial measure also helps us to evaluate our performance excluding the effects of certain transactions and U.S. GAAP adjustments that we believe are not necessarily indicative of our current portfolio and operations. For information on the fees we paid the M ncial statements included in Form 10-Q to be filed with the U.S. Securities and Exchange We define Distributable Earnings as U.S. GAAP net income (loss) attributable to our common stockholders (or, without duplication, the owners of the c excluding (i) non-cash equity compensation expense, (ii) the expenses incurred in connection with our formation or other strategic transactions, (iii) the incentive fee, (iv) acquisition costs from successful acquisitions, (v) gains or losses from sales of real estate property and impairment write-downs of depreciable real estate, including unconsolidated joint ventures and preferred equity investments, (vi) CECL reserves determined by probability of default / loss given default (or zed gains or losses or other similar non-cash items that are included in net income for the current quarter, regardless of whether such items are included in other comprehensive income or loss, or in net income, (ix) one-time events pursuant to changes in U.S. GAAP and (x) certain material non-cash income or expense items that in the judgment of management should not be included in Distributable Earnings. For clauses (ix) and (x), such exclusions shall only be applied after approval by a majority of our independent directors. Distributable Earnings include provision for loan losses when realized. Loan losses are realized when such amounts are deemed nonrecoverable at the time the loan is repaid, or if the underlying asset is sold following foreclosure, or if we determine that it is probable that all amounts due will not be collected; realized loan losses to be included in Distributable Earnings is the difference between the cash received, or expected to be received, and the book value of the asset. Distributable Earnings does not represent net income or cash generated from operating activities and should not be considered as an alternative to U.S. GAAP net income or an indication of our cash flows from operating activities determined in accordance with U.S. GAAP, a measure of our liquidity, or an indication of funds available to fund our cash needs. In addition, our methodology for calculating Distributable Earnings may differ from methodologies employed by other companies to calculate the same or similar non-GAAP supplemental financial measures, and accordingly, our reported Distributable Earnings may not be comparable to the Distributable Earnings reported by other companies. The Company calculates Distributable Earnings per share, which are non-GAAP supplemental financial measures, based on a weighted average number of common shares and operating partnership units (held by members other than the Company or its subsidiaries). ormation, 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-b 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 Compan financial information as an analytical tool has limitations. Other companies may not calculate their pro rata information in the same methodology, a companies 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. We present loan-to-value which reflects the initial loan amount divided by the as-is appraised value as of the date the loan was originated, or by the current principal amount divided by the appraisal value as of the date of the most recent as- is appraisal. For construction loans, loan-to-value reflects the total commitment amount of the loan divided by the as-completed appraised value, or the total commitment amount of the loan divided by the projected total cost basis. We present risk rankings, which is a supplemental financial disclosure, for loans and preferred equity investments. In addition to reviewing loans and preferred equity for impairments on a quarterly basis, the Company evaluates loans and preferred equity to determine if an allowance for loan loss should be established. In conjunction with this review, the Company assesses the risk factors of each loan and preferred equity investment and assigns a risk rating based on a variety of factors, including, without limitation, underlying real estate performance and asset value, values of comparable properties, durability and quality of property cash flows, sponsor experience and financial wherewithal, and the existence of a risk-mitigating loan structure. Additional key considerations include loan-to-value ratios, debt service coverage ratios, loan structure, real estate and credit market dynamics, and risk of default or principal loss. Based on a five-point scale, the from less risk to greater risk. At the time of origination or purchase, loa forward. 18Important Note Regarding Non-GAAP Financial Measures and Definitions We present Distributable Earnings, which is a non-GAAP supplemental financial measure of our performance. We believe that Distributable Earnings provides meaningful information to consider in addition to our net income and cash flow from operating activities determined in accordance with U.S. GAAP, and this metric is a useful indicator for investors in evaluating and comparing our operating performance to our peers and our ability to pay dividends. We elected to be taxed as a REIT under the Internal Revenue Code of 1986, as amended, beginning with our taxable year ended December 31, 2018. As a REIT, we are required to distribute substantially all of our taxable income and we believe that dividends are one of the principal reasons investors invest in credit or commercial mortgage REITs such as our company. Over time, Distributable Earnings has been a useful indicator of our dividends per share and we consider that measure in determining the dividend, if any, to be paid. This supplemental financial measure also helps us to evaluate our performance excluding the effects of certain transactions and U.S. GAAP adjustments that we believe are not necessarily indicative of our current portfolio and operations. For information on the fees we paid the M ncial statements included in Form 10-Q to be filed with the U.S. Securities and Exchange We define Distributable Earnings as U.S. GAAP net income (loss) attributable to our common stockholders (or, without duplication, the owners of the c excluding (i) non-cash equity compensation expense, (ii) the expenses incurred in connection with our formation or other strategic transactions, (iii) the incentive fee, (iv) acquisition costs from successful acquisitions, (v) gains or losses from sales of real estate property and impairment write-downs of depreciable real estate, including unconsolidated joint ventures and preferred equity investments, (vi) CECL reserves determined by probability of default / loss given default (or zed gains or losses or other similar non-cash items that are included in net income for the current quarter, regardless of whether such items are included in other comprehensive income or loss, or in net income, (ix) one-time events pursuant to changes in U.S. GAAP and (x) certain material non-cash income or expense items that in the judgment of management should not be included in Distributable Earnings. For clauses (ix) and (x), such exclusions shall only be applied after approval by a majority of our independent directors. Distributable Earnings include provision for loan losses when realized. Loan losses are realized when such amounts are deemed nonrecoverable at the time the loan is repaid, or if the underlying asset is sold following foreclosure, or if we determine that it is probable that all amounts due will not be collected; realized loan losses to be included in Distributable Earnings is the difference between the cash received, or expected to be received, and the book value of the asset. Distributable Earnings does not represent net income or cash generated from operating activities and should not be considered as an alternative to U.S. GAAP net income or an indication of our cash flows from operating activities determined in accordance with U.S. GAAP, a measure of our liquidity, or an indication of funds available to fund our cash needs. In addition, our methodology for calculating Distributable Earnings may differ from methodologies employed by other companies to calculate the same or similar non-GAAP supplemental financial measures, and accordingly, our reported Distributable Earnings may not be comparable to the Distributable Earnings reported by other companies. The Company calculates Distributable Earnings per share, which are non-GAAP supplemental financial measures, based on a weighted average number of common shares and operating partnership units (held by members other than the Company or its subsidiaries). ormation, 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-b 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 Compan financial information as an analytical tool has limitations. Other companies may not calculate their pro rata information in the same methodology, a companies 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. We present loan-to-value which reflects the initial loan amount divided by the as-is appraised value as of the date the loan was originated, or by the current principal amount divided by the appraisal value as of the date of the most recent as- is appraisal. For construction loans, loan-to-value reflects the total commitment amount of the loan divided by the as-completed appraised value, or the total commitment amount of the loan divided by the projected total cost basis. We present risk rankings, which is a supplemental financial disclosure, for loans and preferred equity investments. In addition to reviewing loans and preferred equity for impairments on a quarterly basis, the Company evaluates loans and preferred equity to determine if an allowance for loan loss should be established. In conjunction with this review, the Company assesses the risk factors of each loan and preferred equity investment and assigns a risk rating based on a variety of factors, including, without limitation, underlying real estate performance and asset value, values of comparable properties, durability and quality of property cash flows, sponsor experience and financial wherewithal, and the existence of a risk-mitigating loan structure. Additional key considerations include loan-to-value ratios, debt service coverage ratios, loan structure, real estate and credit market dynamics, and risk of default or principal loss. Based on a five-point scale, the from less risk to greater risk. At the time of origination or purchase, loa forward. 18
Consolidated Balance Sheet $ in thousands, except share data; as of March 31, 2021, unless otherwise stated 19Consolidated Balance Sheet $ in thousands, except share data; as of March 31, 2021, unless otherwise stated 19
Consolidated Statements of Operations In thousands, except per share data; as of March 31, 2021, unless otherwise stated; Unaudited 20Consolidated Statements of Operations In thousands, except per share data; as of March 31, 2021, unless otherwise stated; Unaudited 20
Reconciliation of GAAP to Non-GAAP Financial Information Reconciliation of Consolidated Balance Sheet to at CLNC Share Balance Sheet In thousands, except per share data; as of March 31, 2021, unless otherwise stated; Unaudited 1) Represents interests in assets held by third party partners 21 2) Represents the proportionate share attributed 3) Reflects the net impact of securitization assets and related obligations which are consolidated for accounting purposesReconciliation of GAAP to Non-GAAP Financial Information Reconciliation of Consolidated Balance Sheet to at CLNC Share Balance Sheet In thousands, except per share data; as of March 31, 2021, unless otherwise stated; Unaudited 1) Represents interests in assets held by third party partners 21 2) Represents the proportionate share attributed 3) Reflects the net impact of securitization assets and related obligations which are consolidated for accounting purposes
Reconciliation of GAAP Net Book Value to Undepreciated Book Value In thousands, except per share data; as of March 31, 2021, unless otherwise stated; Unaudited 1) Represents net accumulated depreciation and amortization on real estate investments, including related intangible assets and liabilities 22Reconciliation of GAAP Net Book Value to Undepreciated Book Value In thousands, except per share data; as of March 31, 2021, unless otherwise stated; Unaudited 1) Represents net accumulated depreciation and amortization on real estate investments, including related intangible assets and liabilities 22
Reconciliation of GAAP Net Loss to Distributable Earnings Reconciliation of Distributable Earnings to Adjusted Distributable Earnings In thousands, except per share data; as of March 31, 2021, unless otherwise stated; Unaudited 1) The Company calculates Distributable Earnings and Adjusted Distributable Earnings per share, which are non-GAAP financial measures, based on a weighted average number of common shares and OP units (held by 23 members other than the Company or its subsidiaries). For the three months ended 3/31/21, the weighted average number of common shares and OP units was approximately 132.9 million; includes 3.1 million of OP units 2) Adjusted Distributable Earnings excludes realized gains and losses on sales and fair value adjustmentsReconciliation of GAAP Net Loss to Distributable Earnings Reconciliation of Distributable Earnings to Adjusted Distributable Earnings In thousands, except per share data; as of March 31, 2021, unless otherwise stated; Unaudited 1) The Company calculates Distributable Earnings and Adjusted Distributable Earnings per share, which are non-GAAP financial measures, based on a weighted average number of common shares and OP units (held by 23 members other than the Company or its subsidiaries). For the three months ended 3/31/21, the weighted average number of common shares and OP units was approximately 132.9 million; includes 3.1 million of OP units 2) Adjusted Distributable Earnings excludes realized gains and losses on sales and fair value adjustments
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