CyrusOne Reports Fourth Quarter and Full Year 2021 Earnings

Signed $104.3 Million in Annualized GAAP Revenue and 101 Megawatts in 4Q'21

CyrusOne Inc. (NASDAQ:CONE), a premier global data center REIT, today announced fourth quarter and full year 2021 earnings.

Highlights

• Leased 101 megawatts ("MW") and 530,000 colocation square feet ("CSF") in the fourth quarter, totaling $104.3 million in annualized GAAP revenue, all quarterly company records

• Backlog of approximately $177 million in annualized GAAP revenue as of the end of the fourth quarter

• Settled forward sale agreements in the fourth quarter that were entered into in 2020 and 2021, resulting in net proceeds of approximately $190 million, which were used for general corporate purposes
  • The Company has approximately $113 million in remaining available forward equity

• On November 15, 2021, the Company, KKR and Global Infrastructure Partners ("GIP") announced a definitive agreement pursuant to which KKR and GIP will acquire all outstanding shares of common stock of CyrusOne (the "Merger")
  • CyrusOne stockholders approved the Merger on February 1, 2022

• As previously announced, subsequent to the end of the quarter CyrusOne entered into a definitive agreement with DataBank Holdings Ltd. for the sale of the Company's four Houston data center assets
  • Total consideration for the transaction will be approximately $670 million, subject to a net working capital adjustment, with proceeds from the sale expected to fund future development projects
  • The third quarter 2021 annualized run-rate cash NOI represented by these properties, including the future first-year lease payments that will be made by CyrusOne, aggregate $34.8 million, implying a transaction cap rate of 5.19%

"We closed out 2021 with the strongest leasing quarter in the history of the company, with demand driven primarily by hyperscale customers across our U.S. markets, and we are well positioned for continued growth with a company-record quarter-end backlog totaling more than $175 million in annualized revenue," said David Ferdman, interim president and chief executive officer of CyrusOne. "We are also excited to execute on our capital recycling initiative, further optimizing our portfolio as we redeploy capital into accretive developments across core markets with diverse hyperscale and enterprise demand in the U.S. and Europe."

Fourth Quarter 2021 Financial Results

Revenue was $318.4 million for the fourth quarter, compared to $268.4 million for the same period in 2020, an increase of 19%. The increase in revenue was driven primarily by a 10% increase in occupied CSF and higher metered power reimbursements.

Net loss was $(7.0) million for the fourth quarter, compared to Net income of $19.0 million in the same period in 2020. Net loss for the fourth quarter included $20.9 million in Transaction, acquisition, integration and other related expenses associated with the pending Merger. Additionally, General and administrative expenses for the fourth quarter of 2021 included $5.8 million related to losses in Frankfurt, London, and Paris for settlements with subcontractors associated with the insolvency of a general contractor. These impacts were partially offset by a $12.4 million gain associated with a change in fair value on the undesignated portion of the Company's net investment hedge (compared to a $4.1 million gain in the fourth quarter of 2020) as well as a $3.2 million gain related to the sale of certain Texas fiber connectivity assets. Additionally, in the fourth quarter of 2020, the Company recognized a $19.7 million gain on the Company's equity investment in GDS Holdings Limited. Net loss per diluted common share¹ was $(0.06) in the fourth quarter of 2021, compared to Net income per diluted common share of $0.15 in the same period in 2020.

Net operating income ("NOI")² was $178.3 million for the fourth quarter, compared to $158.1 million in the same period in 2020, an increase of 13%. Adjusted EBITDA³ was $148.4 million for the fourth quarter, compared to $135.9 million in the same period in 2020, an increase of 9%.

Normalized Funds From Operations ("Normalized FFO")⁴ was $123.9 million for the fourth quarter, compared to $114.3 million in the same period in 2020, an increase of 8%. Normalized FFO per diluted common share was $0.97 in the fourth quarter of 2021, compared to $0.94 in the same period in 2020, an increase of 3%.

Leasing Activity

CyrusOne leased approximately 101 MW of power and 530,000 CSF in the fourth quarter, representing approximately $8.7 million in monthly recurring rent, inclusive of the monthly impact of installation charges. The leasing for the quarter represents approximately $104.3 million in annualized GAAP revenue⁵, excluding estimates for pass-through power. The weighted average lease term of the new leases, based on square footage, is 83 months (6.9 years), and the weighted average remaining lease term of CyrusOne's portfolio is 52 months (taking into consideration the impact of the backlog). Recurring rent churn percentage⁶ for the fourth quarter was 0.3%, compared to 0.9% for the same period in 2020.

Percentage CSF Leased

In the fourth quarter, the Company completed construction on 48,000 CSF and 9 MW of power capacity across Northern Virginia and London. Percentage CSF leased⁷ as of the end of the fourth quarter was 86% for stabilized properties⁸ and 83% overall.

Balance Sheet and Liquidity

As of December 31, 2021, the Company had gross asset value⁹ totaling approximately $9.6 billion, an increase of approximately 11% over gross asset value as of December 31, 2020. CyrusOne had $3.53 billion of long-term debt¹⁰, $346 million of cash and cash equivalents, and approximately $1.39 billion available under its unsecured revolving credit facility as of December 31, 2021. Net debt¹⁰ was $3.34 billion as of December 31, 2021, representing approximately 22% of the Company's total enterprise value as of December 31, 2021 of $15.0 billion. This represented approximately 5.4x Adjusted EBITDA for the last quarter annualized (after further adjusting net debt to reflect the pro forma impact of settlement of the forward sale agreements). Available liquidity¹¹ was $1.85 billion as of December 31, 2021.

During the fourth quarter of 2021, the Company settled forward sale agreements entered into in 2020 and 2021, resulting in net proceeds of approximately $190 million, which were used for general corporate purposes. The Company has approximately $113 million in remaining available forward equity (no portion of these forward sale agreements has been settled as of February 16, 2022). As of December 31, 2021, there was approximately $513 million in remaining availability under the ATM equity program.

Dividend

On October 27, 2021, the Company announced a dividend of $0.52 per share of common stock for the fourth quarter of 2021. The dividend was paid on January 7, 2022, to stockholders of record at the close of business on January 3, 2022.

Additionally, as permitted by the terms of Merger agreement, today the Company is announcing a dividend of $0.52 per share of common stock for the first quarter of 2022. The dividend will be paid on April 8, 2022, to stockholders of record at the close of business on March 28, 2022. The dividend is conditioned upon and will only be payable if the merger has not closed prior to the close of business on the record date.

Safe Harbor

This release and the documents incorporated by reference herein contain certain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. We intend such forward- looking statements to be covered by the safe harbor provisions for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995 and include this statement for purposes of complying with these safe harbor provisions. All statements, other than statements of historical facts, are statements that could be deemed forward-looking statements. These statements are based on current expectations, estimates, forecasts, and projections about the industries in which we operate and the beliefs and assumptions of our management. Words such as "expects," "anticipates," "predicts," "projects," "intends," "plans," "believes," "seeks," "estimates," "continues," "endeavors," "strives," "may," variations of such words and similar expressions are intended to identify such forward-looking statements. In addition, any statements that refer to projections of our future financial performance, our anticipated growth and trends in our and our customers' respective businesses and industries, and other characterizations of future events or circumstances are forward-looking statements. Readers are cautioned these forward-looking statements are based on current expectations and assumptions that are subject to risks and uncertainties, which could cause our actual results to differ materially and adversely from those reflected in the forward-looking statements. Factors that could cause or contribute to such differences include, but are not limited to, (i) risks related to the pending Merger, including but not limited to that the Merger may not be completed in a timely manner or at all and the failure to realize the anticipated benefits of the Merger; (ii) risks related to the sale of the Company's four Houston data center assets, including but not limited to that the sale may not be completed in a timely manner or at all and the failure to realize the anticipated benefits of the sale; (iii) the Merger or asset sale diverting management's attention from the Company's ongoing business operations; (iv) the potential widespread and highly uncertain impact of public health outbreaks, epidemics and pandemics, such as the COVID-19 pandemic; (v) loss of key customers; (vi) indemnification and liability provisions as well as service level commitments in our contracts with customers imposing significant costs on us in the event of losses; (vii) economic downturn, natural disaster or oversupply of data centers in the limited geographic areas that we serve; (viii) risks related to the development of our properties including, without limitation, obtaining applicable permits, power and connectivity, and our ability to successfully lease those properties; (ix) weakening in the fundamentals for data center real estate, including but not limited to, increased competition, falling market rents, decreases in or slowed growth of global data, e-commerce and demand for outsourcing of data storage and cloud-based applications; (x) loss of access to key third-party service providers and suppliers; (xi) risks of loss of power or cooling which may interrupt our services to our customers; (xii) inability to identify and complete acquisitions and operate acquired properties; (xiii) our failure to obtain necessary outside financing on favorable terms, or at all; (xiv) restrictions in the instruments governing our indebtedness; (xv) risks related to environmental, social and governance matters; (xvi) unknown or contingent liabilities related to our acquisitions; (xvii) significant competition in our industry; (xviii) recent turnover, or the further loss of, any of our key personnel; (xix) risks associated with real estate assets and the industry; (xx) failure to maintain our status as a REIT (as defined below) or to comply with the highly technical and complex REIT provisions of the Internal Revenue Code of 1986, as amended; (xxi) REIT distribution requirements could adversely affect our ability to execute our business plan; (xxii) insufficient cash available for distribution to stockholders; (xxiii) future offerings of debt may adversely affect the market price of our common stock; (xxiv) increases in market interest rates will increase our borrowing costs and may drive potential investors to seek higher dividend yields and reduce demand for our common stock; (xxv) market price and volume of stock could be volatile; (xxvi) risks related to regulatory changes impacting our customers and demand for colocation space in particular geographies; (xxvii) our international activities, including those conducted as a result of land acquisitions and with respect to leased land and buildings, are subject to special risks different from those faced by us in the United States; (xxviii) expanded and widened price increases in certain selective materials for data center development capital expenditures due to international trade negotiations; (xxix) a failure to comply with anti-corruption laws and regulations; (xxx) legislative or other actions relating to taxes; (xxxi) any significant security breach or cyber-attack on us or our key partners or customers; (xxxii) the ongoing trade conflict between the United States and the People's Republic of China; (xxxiii) increased operating costs and capital expenditures at our facilities, including those resulting from higher utilization by our customers, general market conditions and inflation, exceeding revenue growth; and (xxxiv) other factors affecting the real estate and technology industries generally. More information on potential risks and uncertainties is available in our recent filings with the Securities and Exchange Commission (SEC), including CyrusOne's Form 10-K report, Form 10-Q reports, and Form 8-K reports. We disclaim any obligation other than as required by law to publicly update or revise any forward-looking statement to reflect changes in underlying assumptions or factors or for new information, data or methods, future events or other changes.

Use of Non-GAAP Financial Measures and Other Metrics

This press release contains certain non-GAAP financial measures that management believes are helpful in understanding the Company's business, as further discussed within this press release. These financial measures, which include Funds From Operations, Normalized Funds From Operations, Normalized Funds From Operations per Diluted Common Share, Adjusted EBITDA, Net Operating Income, and Net Debt should not be construed as being more important than, or a substitute for, comparable GAAP financial measures. Detailed reconciliations of these non-GAAP financial measures to comparable GAAP financial measures have been included in the tables that accompany this release and are available in the Investor Relations section of www.cyrusone.com.

Management uses FFO, Normalized FFO, Normalized FFO per Diluted Common Share, Adjusted EBITDA, and NOI, which are non-GAAP financial measures commonly used in the real estate investments trusts (REIT) industry, as supplemental performance measures. Management uses these measures as supplemental performance measures because, when compared period over period, they capture trends in occupancy rates, rental rates and operating costs. The Company also believes that, as widely recognized measures of the performance of REITs, these measures are used by investors as a basis to evaluate REITs. Other REITs may not calculate these measures in the same manner, and, as presented, they may not be comparable to others. Therefore, FFO, Normalized FFO, NOI, and Adjusted EBITDA should be considered only as supplements to Net (loss) income presented in accordance with GAAP as measures of our performance. FFO, Normalized FFO, NOI, and Adjusted EBITDA should not be used as measures of our liquidity or as indicative of funds available to fund our cash needs, including our ability to pay dividends or make distributions. These measures also should not be used as supplements to or substitutes for cash flow from operating activities computed in accordance with GAAP. The Company believes that Net Debt provides a useful measure of liquidity and financial health.

¹Net (loss) income per diluted common share is defined as Net (loss) income divided by the weighted average diluted common shares outstanding for the period, which were 127.9 million for the fourth quarter of 2021 and 120.6 million for the fourth quarter of 2020.

²We use Net Operating Income ("NOI"), which is a non-GAAP financial measure commonly used in the REIT industry, as a supplemental performance measure. We use NOI as a supplemental performance measure because, when compared period over period, it captures trends in occupancy rates, rental rates and operating expenses. We also believe that, as a widely recognized measure of the performance of REITs, NOI is used by investors as a basis to evaluate REITs.

We calculate NOI as Net (loss) income, adjusted for Sales and marketing expenses, General and administrative expenses, Depreciation and amortization expenses, Transaction, acquisition, integration and other related expenses, Interest expense, net, Gain on marketable equity investment, Loss on early extinguishment of debt, Impairment losses and loss on asset disposals, Foreign currency and derivative (gains) losses, net, Other (expense) income and Income tax benefit. Amortization of deferred leasing costs is presented in Depreciation and amortization expenses, which is excluded from NOI. Sales and marketing expenses are not property-specific, rather these expenses support our entire portfolio. As a result, we have excluded these Sales and marketing expenses from our NOI calculation, consistent with the treatment of General and administrative expenses, which also support our entire portfolio. Because the calculation of NOI excludes various expenses, the utility of NOI as a measure of our performance is limited. Other REITs may not calculate NOI in the same manner. Accordingly, our NOI may not be comparable to others. Therefore, NOI should be considered only as a supplement to Net (loss) income presented in accordance with GAAP as a measure of our performance. NOI should not be used as a measure of our liquidity or as indicative of funds available to fund our cash needs, including our ability to pay dividends and make distributions. NOI also should not be used as a supplement to or substitute for cash flow from operating activities computed in accordance with GAAP.

³Adjusted EBITDA, which is a non-GAAP financial measure, is defined as Net (loss) income as defined by GAAP adjusted for Interest expense, net; Income tax (benefit) expense; Depreciation and amortization expenses; Impairment losses and loss on asset disposals; Transaction, acquisition, integration and other related expenses; Legal claim costs; Stock-based compensation expense; Cash severance and management transition costs; Severance-related stock compensation costs; Loss on early extinguishment of debt; Gain on marketable equity investment; Foreign currency and derivative (gains) losses, net and Other expense (income). Other companies may not calculate Adjusted EBITDA in the same manner. Accordingly, the Company's Adjusted EBITDA as presented may not be comparable to others.

⁴We use funds from operations ("FFO") and normalized funds from operations ("Normalized FFO"), which are non-GAAP financial measures commonly used in the REIT industry, as supplemental performance measures. We use FFO and Normalized FFO as supplemental performance measures because, when compared period over period, they capture trends in occupancy rates, rental rates and operating costs. We also believe that, as widely recognized measures of the performance of REITs, FFO and Normalized FFO are used by investors as a basis to evaluate REITs.

We calculate FFO as Net (loss) income computed in accordance with GAAP before Real estate depreciation and amortization and Impairment losses and loss on asset disposals. While it is consistent with the definition of FFO promulgated by the National Association of Real Estate Investment Trusts ("NAREIT"), our computation of FFO may differ from the methodology for calculating FFO used by other REITs. Accordingly, our FFO may not be comparable to others.

We calculate Normalized FFO as FFO adjusted for Loss on early extinguishment of debt; Gain on marketable equity investment; Foreign currency and derivative (gains) losses, net; New accounting standards and regulatory compliance and the related system implementation costs; Amortization of tradenames; Transaction, acquisition, integration and other related expenses; Cash severance and management transition costs; Severance-related stock compensation costs; and Legal claim costs. We believe our Normalized FFO calculation provides a comparable measure between different periods. Other REITs may not calculate Normalized FFO in the same manner. Accordingly, our Normalized FFO may not be comparable to others.

In addition, because FFO and Normalized FFO exclude Real estate depreciation and amortization, and capture neither the changes in the value of our properties that result from use or from market conditions, nor the level of capital expenditures and leasing commissions necessary to maintain the operating performance of our properties, all of which have real economic effect and could materially impact our results from operations, the utility of FFO and Normalized FFO as measures of our performance is limited. Therefore, FFO and Normalized FFO should be considered only as supplements to Net (loss) income presented in accordance with GAAP as measures of our performance. FFO and Normalized FFO should not be used as measures of our liquidity or as indicative of funds available to fund our cash needs, including our ability to pay dividends or make distributions. FFO and Normalized FFO also should not be used as supplements to or substitutes for cash flow from operating activities computed in accordance with GAAP.

⁵Annualized GAAP revenue is equal to monthly recurring rent, defined as average monthly contractual rent during the term of the lease plus the monthly impact of installation charges, multiplied by 12. It can be shown both inclusive and exclusive of the Company's estimate of customer reimbursements for metered power.

⁶Recurring rent churn percentage is calculated as any reduction in recurring rent due to customer terminations, service reductions or net pricing decreases as a percentage of rent at the beginning of the period, excluding any impact from metered power reimbursements or other usage-based billing.

⁷Percentage CSF leased is calculated by dividing CSF under signed leases for colocation space (whether or not the lease has commenced billing) by total CSF. Percentage CSF leased differs from percentage CSF occupied presented in the Data Center Portfolio table because the leased rate includes CSF for signed leases that have not commenced billing.

⁸Stabilized properties include data halls that have been in service for at least 24 months or are at least 85% leased.

⁹Gross asset value is defined as total assets plus accumulated depreciation.

¹⁰Long-term debt and net debt exclude adjustments for deferred financing costs and bond discounts / premiums. Net debt, which is a non-GAAP financial measure, provides a useful measure of liquidity and financial health. The Company defines net debt as long-term debt and finance lease liabilities, offset by cash and cash equivalents.

¹¹Liquidity is calculated as cash, cash equivalents, and temporary cash investments on hand, plus the undrawn capacity on CyrusOne's revolving credit facility, plus the pro forma impact of the net proceeds from the settlement of the forward sale agreements. In addition, pursuant to the Merger Agreement, we have agreed to various specific restrictions relating to the conduct of our business between the date of the Merger Agreement and the time at which the Merger becomes effective, including but not limited to, agreeing to not to (i) issue or sell shares of our capital stock, partnership interests or other equity or voting interests, (ii) issue or sell any debt securities or warrants or other rights to acquire any debt securities of us and our wholly owned subsidiaries and (iii) incur or assume any indebtedness, in each case subject to the terms of the Merger Agreements and any exceptions set forth therein.

About CyrusOne

CyrusOne (NASDAQ:CONE) is a premier global REIT specializing in design, construction and operation of more than 50 high-performance data centers worldwide. The Company provides mission-critical facilities that ensure the continued operation of IT infrastructure for approximately 1,000 customers, including approximately 200 Fortune 1000 companies.

A leader in hybrid-cloud and multi-cloud deployments, CyrusOne offers colocation, hyperscale, and build-to-suit environments that help customers enhance the strategic connection of their essential data infrastructure and support achievement of sustainability goals. CyrusOne data centers offer world-class flexibility, enabling clients to modernize, simplify, and rapidly respond to changing demand. Combining exceptional financial strength with a broad global footprint, CyrusOne provides customers with long-term stability and strategic advantage at scale.

Company Profile

CyrusOne (NASDAQ:CONE) specializes in highly reliable enterprise-class, carrier-neutral data center properties. The Company provides mission-critical data center facilities that protect and ensure the continued operation of IT infrastructure for approximately 1,000 customers, including approximately 200 Fortune 1000 companies. CyrusOne's data center offerings provide the flexibility, reliability, and security that enterprise customers require and are delivered through a tailored, customer service-focused platform designed to foster long-term relationships. CyrusOne is committed to full transparency in communication, management, and service delivery throughout its more than 50 data centers worldwide.

• Best-in-Class Sales Force
• Flexible Solutions that Scale as Customers Grow
• Massively Modular® Engineering with Data Hall Builds in 10-14 Weeks
• Focus on Operational Excellence and Superior Customer Service
• Proven Leading-Edge Technology Delivering Power Densities up to 900 Watts per Square Foot
• National IX Replicates Enterprise Data Center Architecture