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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): February 24, 2022
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| DIGITALBRIDGE GROUP, INC. | |
| (Exact Name of Registrant as Specified in Its Charter) | |
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Maryland | | 001-37980 | | 46-4591526 |
(State or Other Jurisdiction of Incorporation or Organization) | | (Commission File Number) | | (I.R.S. Employer Identification No.) |
750 Park of Commerce Drive, Suite 210
Boca Raton, Florida 33487
(Address of Principal Executive Offices, Including Zip Code)
(561) 570-4644
Registrant’s telephone number, including area code:
N/A
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
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☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
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Securities registered pursuant to Section 12(b) of the Act: |
Title of Class | | Trading Symbol(s) | | Name of Each Exchange on Which Registered |
Class A Common Stock, $0.01 par value | | DBRG | | New York Stock Exchange |
Preferred Stock, 7.125% Series H Cumulative Redeemable, $0.01 par value | | DBRG.PRH | | New York Stock Exchange |
Preferred Stock, 7.15% Series I Cumulative Redeemable, $0.01 par value | | DBRG.PRI | | New York Stock Exchange |
Preferred Stock, 7.125% Series J Cumulative Redeemable, $0.01 par value | | DBRG.PRJ | | New York Stock Exchange |
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). |
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| Emerging growth company | ☐ | |
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| If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. | ☐ | |
Item 2.02 Results of Operations and Financial Condition.
On February 24, 2022, DigitalBridge Group, Inc. (the “Company”) issued a press release announcing its financial position as of December 31, 2021 and its financial results for the quarter and full year ended December 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 February 24, 2022, the Company made available a Supplemental Financial Disclosure Presentation for the quarter ended December 31, 2021 on the Company’s website at www.digitalbridge.com. A copy of the Supplemental Financial Disclosure Presentation is attached as Exhibit 99.2 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 7.01 Regulation FD Disclosure.
In connection with the earnings call to be held on February 24, 2022 as referenced in the press release, the Company has prepared a presentation, dated February 24, 2022 (the "Earnings Presentation"), a copy of which is attached as Exhibit 99.3 to this Current Report on Form 8-K and incorporated herein by reference.
In addition, the Company has prepared a corporate presentation, dated February 24, 2022 (the "Corporate Presentation"), a copy of which is attached as Exhibit 99.4 to this Current Report on Form 8-K and incorporated herein by reference.
The information included in this Current Report on Form 8-K (including Exhibits 99.1, 99.2, 99.3 and 99.4 hereto) shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any filing made by the Company under the Exchange Act or the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such a filing.
Use of Website to Distribute Material Company Information
The Company’s website address is www.digitalbridge.com. The Company uses its website as a channel of distribution for important company information. Important information, including press releases, analyst presentations and financial information regarding the Company, is routinely posted on and accessible on the Shareholders subpage of its website, which is accessible by clicking on the tab labeled “Shareholders” on the website home page. The Company also uses its website to expedite public access to time-critical information regarding the Company in advance of or in lieu of distributing a press release or a filing with the U.S. Securities and Exchange Commission disclosing the same information. Therefore, investors should look to the Shareholders subpage of the Company’s website for important and time-critical information. Visitors to the Company’s website can also register to receive automatic e-mail and other notifications alerting them when new information is made available on the Shareholders subpage of the website.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits. The following exhibits are being furnished herewith to this Current Report on Form 8-K.
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Exhibit No. | | Description |
| | Press Release dated February 24, 2022 |
| | Supplemental Financial Disclosure Presentation for the quarter ended December 31, 2021 |
| | Earnings Presentation dated February 24, 2022 |
| | Corporate Presentation dated February 24, 2022 |
104 | | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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Date: | February 24, 2022 | DIGITALBRIDGE GROUP, INC. |
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| | By: | /s/ Jacky Wu |
| | | Jacky Wu |
| | | Executive Vice President, Chief Financial Officer and Treasurer |
DocumentExhibit 99.1
DIGITALBRIDGE ANNOUNCES FOURTH QUARTER AND FULL YEAR 2021 FINANCIAL RESULTS
Introduces 2022 Guidance and Boosts Medium Term Targets
Boca Raton, February 24, 2022 - DigitalBridge Group, Inc. (NYSE: DBRG) and subsidiaries (collectively, “DigitalBridge,” or the “Company”) today announced financial results for the fourth quarter and full year ended December 31, 2021.
A Fourth Quarter 2021 Earnings Presentation and a Supplemental Financial Report are available in the Events & Presentations and Financial Information sections, respectively, of the Shareholders tab on the Company’s website at www.digitalbridge.com. This information has also been furnished to the U.S. Securities and Exchange Commission in a Current Report on Form 8-K.
“2021 was a remarkable year for DigitalBridge. We finished rotating $78 billion in AUM in less than three years and at the same time doubled revenue in our digital businesses,” said Marc Ganzi, President and CEO of DigitalBridge. "During that time, we’ve established DigitalBridge as the premier global digital infrastructure investment platform, the partner of choice to investors deploying capital into this resilient, growing asset class. As we look ahead to 2022, we are leveraging our unique investor-operator model to continue building our team and our portfolio to capitalize on the many opportunities we see to support the continued growth of our customers and deliver exceptional returns for our investors."
The Company reported fourth quarter 2021 total revenues of $256 million, GAAP net loss attributable to common stockholders of $(21) million, or $(0.04) per share, and AFFO of $(5.4) million, or $(0.01) per share.
Preferred Dividends
On November 3, 2021, the Company’s Board declared cash dividends with respect to each series of the Company’s cumulative redeemable perpetual preferred stock in accordance with the terms of such series, as follows: Series H preferred stock: $0.4453125 per share; Series I preferred stock: $0.446875 per share; and Series J preferred stock: $0.4453125 per share. Such dividends were paid on January 18, 2022 to the respective stockholders of record on January 10, 2022.
On February 16, 2022, the Company’s Board declared cash dividends with respect to each series of the Company’s cumulative redeemable perpetual preferred stock in accordance with the terms of such series, as follows: Series H preferred stock: $0.4453125 per share; Series I preferred stock: $0.446875 per share; and Series J preferred stock: $0.4453125 per share. Such dividends will be paid on April 15, 2022 to the respective stockholders of record on April 12, 2022.
Fourth Quarter & Full-Year 2021 Conference Call
The Company will conduct an earnings presentation and conference call to discuss the financial results on Thursday, February 24, 2022 at 10:00 a.m. ET. The earnings presentation will be broadcast live over the Internet and can be accessed on the Shareholders section of the Company’s website at ir.digitalbridge.com/events. A webcast of the presentation and conference call will be available on the Company’s website. To participate in the event by telephone, please dial (877) 407-4018 ten minutes prior to the start time (to allow time for registration). International callers should dial (201) 689-8471.
For those unable to participate during the live call, a replay will be available starting February 24, 2022, at 1:00 p.m. ET. To access the replay, dial (844) 512-2921 (U.S.), and use passcode 13726654. International callers should dial (412) 317-6671 and enter the same conference ID number.
About DigitalBridge Group, Inc.
DigitalBridge (NYSE: DBRG) is a leading global digital infrastructure REIT. With a heritage of over 25 years investing in and operating businesses across the digital ecosystem including cell towers, data centers, fiber, small cells, and edge infrastructure, the DigitalBridge team manages a $45 billion portfolio of digital infrastructure assets on behalf of its limited partners and shareholders. Headquartered in Boca Raton, DigitalBridge has key offices in New York, Los Angeles, London and Singapore. For more information on DigitalBridge, visit www.digitalbridge.com.
Cautionary Statement Regarding Forward-Looking Statements
This press release may contain forward-looking statements within the meaning of the federal securities laws. Forward-looking statements relate to expectations, beliefs, projections, future plans and strategies, anticipated events or trends and similar expressions concerning matters that are not historical facts. In some cases, you can identify forward-looking statements by the use of forward-looking terminology such as “may,” “will,” “should,” “expects,” “intends,” “plans,” “anticipates,” “believes,” “estimates,” “predicts,” or “potential” or the negative of these words and phrases or similar words or phrases which are predictions of or indicate future events or trends and which do not relate solely to historical matters. You can also identify forward-looking statements by discussions of strategy, plans or intentions.
Forward-looking statements involve known and unknown risks, uncertainties, assumptions and contingencies, many of which are beyond the Company’s control, and may cause the Company’s actual results to differ significantly from those expressed in any forward-looking statement. Factors that might cause such a difference include, without limitation, the duration and severity of the current novel coronavirus (COVID-19) pandemic, the impact of the COVID-19 pandemic on the global market, economic and environmental conditions generally and in the digital and communications technology and investment management sectors; the effect of COVID-19 on the Company's operating cash flows, debt service obligations and covenants, liquidity position and valuations of its real estate investments, as well as the increased risk of claims, litigation and regulatory proceedings and uncertainty that may adversely affect the Company; our status as an owner, operator and investment manager of digital infrastructure and real estate and our ability to manage any related conflicts of interest; our ability to obtain and maintain financing arrangements, including securitizations, on favorable or comparable terms or at all; the impact of initiatives related to our digital transformation, including the strategic investment by Wafra and the formation of certain other investment management platforms, on our growth and earnings profile and our REIT status; whether we will realize any of the anticipated benefits of our strategic partnership with Wafra, including whether Wafra will make additional investments in our Digital IM and Digital Operating segments; our ability to integrate and maintain consistent standards and controls, including our ability to manage our acquisitions in the digital industry effectively; the impact to our business operations and financial condition of realized or anticipated compensation and administrative savings through cost reduction programs; whether the sale of our Wellness Infrastructure business currently under contract will close on time or at all; whether we will be able to effectively deploy the capital we have committed to capital expenditures and greenfield investments; our ability to redeploy the proceeds received from the sale of our non-digital legacy assets within the timeframe and manner contemplated or at all; our business and investment strategy, including the ability of the businesses in which we have a significant investment (such as Brightspire Capital, Inc. (NYSE: BRSP)) to execute their business strategies; the trading price of BRSP shares and its impact on the carrying value of the Company's investment in BRSP, including whether the Company will recognize further other-than-temporary impairment on its investment in BRSP; performance of our investments relative to our expectations and the impact on our actual return on invested equity, as well as the cash provided by these investments and available for distribution; our ability to grow our business by raising capital for the companies that we manage; our ability to deploy capital into new investments consistent with our digital business strategies, including the earnings profile of such new investments; the availability of, and competition for, attractive investment opportunities; our ability to achieve any of the anticipated benefits of certain joint ventures, including any ability for such ventures to create and/or distribute new investment products; our ability to satisfy and manage our capital requirements; our expected hold period for our assets and the impact of any changes in our expectations on the carrying value of such assets; the general volatility of the securities markets in which we participate; changes in interest rates and the market value of our assets; interest rate mismatches between our assets and any borrowings used to fund such assets; effects of hedging instruments on our assets; the impact of economic conditions on third parties on which we rely; any litigation and contractual claims against us and our affiliates, including potential settlement and litigation of such claims; our levels of leverage; adverse domestic or international economic conditions, including those resulting from the COVID-19 pandemic the impact of legislative, regulatory and competitive changes; whether we will elect to maintain our qualification as a real estate investment trust for U.S. federal income tax purposes and our ability to do so; our ability to maintain our exemption from registration as an investment company under the Investment Company Act of 1940, as amended; changes in our board of directors or management team, and availability of qualified personnel; our ability to make or maintain distributions to our stockholders; our understanding of our competition; and other risks and uncertainties, including those detailed in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2020 and Quarterly Report on Form 10-Q for the quarters ended March 31, 2021, June 30,2021, and September 30, 2021, each under the heading “Risk Factors,” as such factors may be updated from time to time in the Company’s subsequent periodic filings with the U.S. Securities and Exchange Commission (“SEC”). All forward-looking statements reflect the Company’s good faith beliefs, assumptions and expectations, but they are not guarantees of future performance. Additional information about these and other factors can be found in the Company’s reports filed from time to time with the SEC.
The Company cautions investors not to unduly rely on any forward-looking statements. The forward-looking statements speak only as of the date of this press release. The Company 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 the Company does not intend to do so. The Wellness infrastructure sale is anticipated to close by end of February 2022 and is subject to customary closing conditions. We can provide no assurance that it will close on the timing anticipated or at all.
Source: DigitalBridge Group, Inc.
Investor Contacts:
Severin White
Managing Director, Head of Public Investor Relations
severin.white@digitalbridge.com
212-547-2777
(FINANCIAL TABLES FOLLOW)
CONSOLIDATED BALANCE SHEETS
(In thousands, except per share data)
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| | December 31, 2021 | | December 31, 2020 |
| | (unaudited) | | |
Assets | | | | |
Cash and cash equivalents | | $ | 1,602,102 | | | $ | 703,544 | |
Restricted cash | | 99,121 | | | 67,772 | |
Real estate, net | | 4,972,284 | | | 4,451,864 | |
Loans receivable | | 173,921 | | | 36,798 | |
Equity and debt investments | | 935,153 | | | 792,996 | |
Goodwill | | 761,368 | | | 761,368 | |
Deferred leasing costs and intangible assets, net | | 1,187,627 | | | 1,340,760 | |
Assets held for disposition | | 3,676,615 | | | 11,237,319 | |
Other assets | | 740,395 | | | 784,912 | |
Due from affiliates | | 49,230 | | | 23,227 | |
Total assets | | $ | 14,197,816 | | | $ | 20,200,560 | |
Liabilities | | | | |
Debt, net | | $ | 4,860,402 | | | $ | 3,930,989 | |
Accrued and other liabilities | | 928,042 | | | 1,034,883 | |
Intangible liabilities, net | | 33,301 | | | 39,788 | |
Liabilities related to assets held for disposition | | 3,088,699 | | | 7,886,516 | |
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Dividends and distributions payable | | 15,759 | | | 18,516 | |
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Total liabilities | | 8,926,203 | | | 12,910,692 | |
Commitments and contingencies | | | | |
Redeemable noncontrolling interests | | 359,223 | | | 305,278 | |
Equity | | | | |
Stockholders’ equity: | | | | |
Preferred stock, $0.01 par value per share; $883,500 and $1,033,750 liquidation preference; 250,000 shares authorized; 35,340 and 41,350 shares issued and outstanding | | 854,232 | | | 999,490 | |
Common stock, $0.01 par value per share | | | | |
Class A, 949,000 shares authorized; 568,577 and 483,406 shares issued and outstanding | | 5,685 | | | 4,834 | |
Class B, 1,000 shares authorized; 666 and 734 shares issued and outstanding | | 7 | | | 7 | |
Additional paid-in capital | | 7,820,807 | | | 7,570,473 | |
Accumulated deficit | | (6,576,180) | | | (6,195,456) | |
Accumulated other comprehensive income | | 42,383 | | | 122,123 | |
Total stockholders’ equity | | 2,146,934 | | | 2,501,471 | |
Noncontrolling interests in investment entities | | 2,653,173 | | | 4,327,372 | |
Noncontrolling interests in Operating Company | | 112,283 | | | 155,747 | |
Total equity | | 4,912,390 | | | 6,984,590 | |
Total liabilities, redeemable noncontrolling interests and equity | | $ | 14,197,816 | | | $ | 20,200,560 | |
CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except per share data)
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Three Months Ended December 31, | | Year Ended December 31, |
| | 2021 | | 2020 | | 2021 | | 2020 |
| | (unaudited) | | (unaudited) | | (unaudited) | | |
Revenues | | | | | | | | |
Property operating income | | $ | 189,909 | | | $ | 127,240 | | | $ | 762,750 | | | $ | 312,928 | |
Interest income | | 3,532 | | | 2,042 | | | 8,791 | | | 7,206 | |
Fee income | | 56,000 | | | 24,190 | | | 180,826 | | | 83,355 | |
Other income | | 6,416 | | | 1,918 | | | 13,432 | | | 12,941 | |
Total revenues | | 255,857 | | | 155,390 | | | 965,799 | | | 416,430 | |
Expenses | | | | | | | | |
Property operating expense | | 78,950 | | | 47,329 | | | 316,178 | | | 119,834 | |
Interest expense | | 69,336 | | | 50,894 | | | 186,949 | | | 120,829 | |
Investment expense | | 8,230 | | | 4,323 | | | 28,257 | | | 13,551 | |
Transaction-related costs | | 3,163 | | | 1,290 | | | 5,781 | | | 5,282 | |
| | | | | | | | |
Depreciation and amortization | | 132,855 | | | 85,633 | | | 539,695 | | | 241,020 | |
Impairment loss | | — | | | 8,950 | | | — | | | 25,079 | |
Compensation expense | | | | | | | | |
Cash and equity-based compensation | | 53,067 | | | 57,068 | | | 235,985 | | | 176,152 | |
Carried interest and incentive fee compensation | | 25,921 | | | 994 | | | 65,890 | | | 1,906 | |
Administrative expenses | | 34,256 | | | 21,637 | | | 109,490 | | | 78,766 | |
Settlement loss | | — | | | — | | | — | | | 5,090 | |
Total expenses | | 405,778 | | | 278,118 | | | 1,488,225 | | | 787,509 | |
Other income (loss) | | | | | | | | |
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Other gain (loss), net | | 10,322 | | | (5,861) | | | (21,412) | | | (6,493) | |
Equity method earnings (losses) | | 85,219 | | | 36,287 | | | 127,270 | | | (273,288) | |
Equity method earnings (losses) - carried interest | | 29,878 | | | 6,627 | | | 99,207 | | | 12,709 | |
Income (loss) before income taxes | | (24,502) | | | (85,675) | | | (317,361) | | | (638,151) | |
Income tax benefit (expense) | | (8,870) | | | 18,703 | | | 100,538 | | | 47,063 | |
Income (loss) from continuing operations | | (33,372) | | | (66,972) | | | (216,823) | | | (591,088) | |
Income (loss) from discontinued operations | | (9,493) | | | (239,158) | | | (600,088) | | | (3,199,322) | |
Net income (loss) | | (42,865) | | | (306,130) | | | (816,911) | | | (3,790,410) | |
Net income (loss) attributable to noncontrolling interests: | | | | | | | | |
Redeemable noncontrolling interests | | 18,934 | | | 2,932 | | | 34,677 | | | 616 | |
Investment entities | | (57,433) | | | (171,592) | | | (500,980) | | | (812,547) | |
Operating Company | | (1,946) | | | (15,412) | | | (40,511) | | | (302,720) | |
Net income (loss) attributable to DigitalBridge Group, Inc. | | (2,420) | | | (122,058) | | | (310,097) | | | (2,675,759) | |
Preferred stock redemption | | 2,127 | | | — | | | 4,992 | | | — | |
Preferred stock dividends | | 16,139 | | | 18,516 | | | 70,627 | | | 75,023 | |
Net income (loss) attributable to common stockholders | | $ | (20,686) | | | $ | (140,574) | | | $ | (385,716) | | | $ | (2,750,782) | |
Loss per share—basic | | | | | | | | |
Loss from continuing operations per share—basic | | $ | (0.01) | | | $ | (0.09) | | | $ | (0.30) | | | $ | (1.08) | |
Net loss attributable to common stockholders per share—basic | | $ | (0.04) | | | $ | (0.30) | | | $ | (0.78) | | | $ | (5.81) | |
Loss per share—diluted | | | | | | | | |
Loss from continuing operations per share—diluted | | $ | (0.01) | | | $ | (0.09) | | | $ | (0.30) | | | $ | (1.08) | |
Net loss attributable to common stockholders per share—diluted | | $ | (0.04) | | | $ | (0.30) | | | $ | (0.78) | | | $ | (5.81) | |
Weighted average number of shares | | | | | | | | |
Basic | | 524,963 | | | 472,155 | | | 491,456 | | | 473,558 | |
Diluted | | 524,963 | | | 472,155 | | | 491,456 | | | 473,558 | |
FUNDS FROM OPERATIONS, CORE FUNDS FROM OPERATIONS AND ADJUSTED FUNDS FROM OPERATIONS
(In thousands, except per share data, unaudited)
| | | | | | | | | | | | | | | | | | | | | | | |
| Three Months Ended | | Year Ended |
| December 31, 2021 | | December 31, 2020 | | December 31, 2021 | | December 31, 2020 |
Net loss attributable to common stockholders | $ | (20,686) | | | $ | (140,575) | | | $ | (385,716) | | | $ | (2,750,782) | |
Adjustments for FFO attributable to common interests in Operating Company and common stockholders: | | | | | | | |
Net loss attributable to noncontrolling common interests in Operating Company | (1,946) | | | (15,411) | | | (40,511) | | | (302,720) | |
Real estate depreciation and amortization | 133,813 | | | 136,245 | | | 595,527 | | | 561,195 | |
Impairment of real estate | (40,732) | | | 31,365 | | | 300,038 | | | 1,956,662 | |
Loss (gain) from sales of real estate | (197) | | | (26,566) | | | (41,782) | | | (41,912) | |
Less: Adjustments attributable to noncontrolling interests in investment entities | (89,727) | | | (79,874) | | | (535,756) | | | (638,709) | |
FFO attributable to common interests in Operating Company and common stockholders | (19,475) | | | (94,816) | | | (108,200) | | | (1,216,266) | |
| | | | | | | |
Additional adjustments for Core FFO attributable to common interests in Operating Company and common stockholders: | | | | | | | |
Adjustment to BRSP cash dividend | (28,243) | | | (22,999) | | | (3,282) | | | 200,803 | |
Equity-based compensation expense | 19,416 | | | 8,288 | | | 59,395 | | | 35,051 | |
Straight-line rent revenue and expense | (1,986) | | | (6,403) | | | 11,005 | | | (19,949) | |
Amortization of acquired above- and below-market lease values, net | (333) | | | (1,229) | | | 4,002 | | | (6,719) | |
Debt prepayment penalties and amortization of deferred financing costs and debt premiums and discounts | 36,685 | | | 25,034 | | | 100,159 | | | 54,459 | |
Non-real estate fixed asset depreciation, amortization and impairment | 13,324 | | | 4,885 | | | 67,499 | | | 44,282 | |
Restructuring and transaction-related charges(1) | 29,977 | | | 21,887 | | | 89,134 | | | 59,363 | |
Non-real estate (gains) losses, excluding realized gains or losses of digital assets within the Corporate and Other segment | (52,611) | | | 193,948 | | | 74,747 | | | 1,104,105 | |
Net unrealized carried interest | (7,375) | | | (5,734) | | | (41,624) | | | (873) | |
Preferred share redemption loss | 2,127 | | | — | | | 4,992 | | | — | |
Deferred taxes and tax effect on certain of the foregoing adjustments | 8,195 | | | (8,764) | | | (50,335) | | | (25,835) | |
Less: Adjustments attributable to noncontrolling interests in investment entities | (15,423) | | | (143,262) | | | (74,626) | | | (360,894) | |
Less: Core FFO from discontinued operations | 11,467 | | | 4,025 | | | (149,873) | | | 15,694 | |
Core FFO attributable to common interests in Operating Company and common stockholders | $ | (4,255) | | | $ | (25,140) | | | $ | (17,007) | | | $ | (116,779) | |
| | | | | | | |
Additional adjustments for AFFO attributable to common interests in Operating Company and common stockholders: | | | | | | | |
Less: recurring capital expenditures | (1,097) | | | (233) | | | (3,436) | | | (1,028) | |
AFFO attributable to common interests in Operating Company and common stockholders | $ | (5,352) | | | $ | (25,373) | | | $ | (20,443) | | | $ | (117,807) | |
| | | | | | | |
Core FFO per common share / common OP unit(2) | $ | (0.01) | | | $ | (0.05) | | | $ | (0.03) | | | $ | (0.22) | |
Core FFO per common share / common OP unit—diluted(2)(3) | $ | (0.01) | | | $ | (0.05) | | | $ | (0.03) | | | $ | (0.22) | |
AFFO per common share / common OP unit(2) | $ | (0.01) | | | $ | (0.05) | | | $ | (0.04) | | | $ | (0.22) | |
AFFO per common share / common OP unit—diluted(2)(3) | $ | (0.01) | | | $ | (0.05) | | | $ | (0.04) | | | $ | (0.22) | |
Weighted average number of common OP units outstanding used for Core FFO per common share and OP unit(2) | 546,677 | | | 536,694 | | | 541,603 | | | 537,393 | |
Weighted average number of common OP units outstanding used for Core FFO per common share and OP unit—diluted (2)(3) | 546,677 | | | 536,694 | | | 541,603 | | | 537,393 | |
__________
(1) Transaction-related costs primarily represent costs and charges incurred as a result of corporate restructuring and reorganization to implement the digital evolution. These costs and charges include severance, retention, relocation, transition, shareholder settlement and other related restructuring costs, which are not reflective of the Company’s core operating performance.
(2) Calculated based on weighted average shares outstanding including participating securities and assuming the exchange of all common OP units outstanding for common shares.
(3) For the three and twelve months ended December 31, 2021 and December 31, 2020, excluded from the calculations of diluted Core FFO per share and diluted AFFO per share are Class A common stock or OP units issuable in connection with performance stock units, performance based restricted stock units and Wafra’s warrants, of which the issuance and/or vesting are subject to the performance of the Company's stock price or the achievement of certain Company specific metrics, and the effect of adding back interest expense associated with convertible senior notes and weighted average dilutive common share equivalents for the assumed conversion of the convertible senior notes as the effect of including such interest expense and common share equivalents would be antidilutive.
Funds From Operations (FFO), Core Funds From Operations (Core FFO) and Adjusted Funds From Operations (AFFO)
The Company calculates funds from operations (FFO) in accordance with standards established by the National Association of Real Estate Investment Trusts, which defines FFO as net income or loss calculated in accordance with GAAP, excluding (i) real estate-related depreciation and amortization; (ii) impairment of depreciable real estate and impairment of investments in unconsolidated ventures directly attributable to decrease in value of depreciable real estate held by the venture; (iii) gain from sale of depreciable real estate; (iv) gain or loss from a change in control in connection with interests in depreciable real estate or in-substance real estate; and (v) adjustments to reflect the Company's share of FFO from investments in unconsolidated ventures. Included in FFO are gains and losses from sales of assets which are not depreciable real estate such as loans receivable, equity investments, and debt securities, as applicable.
The Company computes core funds from operations (Core FFO) by adjusting FFO for the following items, including the Company’s share of these items recognized by its unconsolidated partnerships and joint ventures: (i) equity-based compensation expense; (ii) effects of straight-line rent revenue and expense; (iii) amortization of acquired above- and below-market lease values; (iv) debt prepayment penalties and amortization of deferred financing costs and debt premiums and discounts; (v) non-real estate depreciation, amortization and impairment; (vi) restructuring and transaction-related charges; (vii) non-real estate loss (gain), fair value loss (gain) on interest rate and foreign currency hedges, and foreign currency remeasurements except realized gain and loss from digital assets within the Corporate and Other segment; (viii) net unrealized carried interest; and (ix) tax effect on certain of the foregoing adjustments. The Company’s Core FFO from its interest in BrightSpire Capital, Inc. (NYSE: BRSP) represented the cash dividends declared in the reported period. The Company excluded results from discontinued operations in its calculation of Core FFO and applied this exclusion to prior periods.
The Company computes adjusted funds from operations (AFFO) by adjusting Core FFO for recurring capital expenditures necessary to maintain the operating performance of its properties.
The Company uses FFO, Core FFO and AFFO as supplemental performance measures because, in excluding real estate depreciation and amortization and gains and losses, it provides a performance measure that captures trends in occupancy rates, rental rates, and operating costs, and such a measure is useful to investors as it excludes periodic gains and losses from sales of investments that are not representative of its ongoing operations and assesses the Company's ability to meet distribution requirements. The Company also believes that, as widely recognized measures of the performance of REITs, FFO, Core FFO and AFFO will be used by investors as a basis to compare its operating performance and ability to meet distribution requirements with that of other REITs. However, because FFO, Core FFO and AFFO exclude depreciation and amortization and do not capture changes in the value of the Company’s properties that resulted from use or market conditions, which have real economic effect and could materially impact the Company’s results from operations, the utility of FFO, Core FFO and AFFO as measures of the Company’s performance is limited.
FFO, Core FFO and AFFO should not be considered alternatives to GAAP net income as indications of operating performance, or to cash flows from operating activities as measures of liquidity, nor as indications of the availability of funds for our cash needs, including funds available to make distributions. FFO, Core FFO and AFFO should be considered only as supplements to GAAP net income as measures of the Company’s performance and to cash flows from operating activities computed in accordance with GAAP. Additionally, Core FFO and AFFO exclude the impact of certain fair value fluctuations, which, if they were to be realized, could have a material impact on the Company’s operating performance.
Document
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Cautionary Statement Regarding Forward-Looking Statements |
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This presentation may contain forward-looking statements within the meaning of the federal securities laws. Forward-looking statements relate to expectations, beliefs, projections, future plans and strategies, anticipated events or trends and similar expressions concerning matters that are not historical facts. In some cases, you can identify forward-looking statements by the use of forward-looking terminology such as “may,” “will,” “should,” “expects,” “intends,” “plans,” “anticipates,” “believes,” “estimates,” “predicts,” or “potential” or the negative of these words and phrases or similar words or phrases which are predictions of or indicate future events or trends and which do not relate solely to historical matters. You can also identify forward-looking statements by discussions of strategy, plans or intentions.
Forward-looking statements involve known and unknown risks, uncertainties, assumptions and contingencies, many of which are beyond the Company’s control, and may cause the Company’s actual results to differ significantly from those expressed in any forward-looking statement. Factors that might cause such a difference include, without limitation, the duration and severity of the current novel coronavirus (COVID-19) pandemic, the impact of the COVID-19 pandemic on the global market, economic and environmental conditions generally and in the digital and communications technology and investment management sectors; the effect of COVID-19 on the Company's operating cash flows, debt service obligations and covenants, liquidity position and valuations of its real estate investments, as well as the increased risk of claims, litigation and regulatory proceedings and uncertainty that may adversely affect the Company; our status as an owner, operator and investment manager of digital infrastructure and real estate and our ability to manage any related conflicts of interest; our ability to obtain and maintain financing arrangements, including securitizations, on favorable or comparable terms or at all; the impact of initiatives related to our digital transformation, including the strategic investment by Wafra and the formation of certain other investment management platforms, on our growth and earnings profile and our REIT status; whether we will realize any of the anticipated benefits of our strategic partnership with Wafra, including whether Wafra will make additional investments in our Digital IM and Digital Operating segments; our ability to integrate and maintain consistent standards and controls, including our ability to manage our acquisitions in the digital industry effectively; the impact to our business operations and financial condition of realized or anticipated compensation and administrative savings through cost reduction programs; whether the sale of our Wellness Infrastructure business currently under contract will close on time or at all; whether we will be able to effectively deploy the capital we have committed to capital expenditures and greenfield investments; our ability to redeploy the proceeds received from the sale of our non-digital legacy assets within the timeframe and manner contemplated or at all; our business and investment strategy, including the ability of the businesses in which we have a significant investment (such as Brightspire Capital, Inc. (NYSE: BRSP)) to execute their business strategies; the trading price of BRSP shares and its impact on the carrying value of the Company's investment in BRSP, including whether the Company will recognize further other-than-temporary impairment on its investment in BRSP; performance of our investments relative to our expectations and the impact on our actual return on invested equity, as well as the cash provided by these investments and available for distribution; our ability to grow our business by raising capital for the companies that we manage; our ability to deploy capital into new investments consistent with our digital business strategies, including the earnings profile of such new investments; the availability of, and competition for, attractive investment opportunities; our ability to achieve any of the anticipated benefits of certain joint ventures, including any ability for such ventures to create and/or distribute new investment products; our ability to satisfy and manage our capital requirements; our expected hold period for our assets and the impact of any changes in our expectations on the carrying value of such assets; the general volatility of the securities markets in which we participate; changes in interest rates and the market value of our assets; interest rate mismatches between our assets and any borrowings used to fund such assets; effects of hedging instruments on our assets; the impact of economic conditions on third parties on which we rely; any litigation and contractual claims against us and our affiliates, including potential settlement and litigation of such claims; our levels of leverage; adverse domestic or international economic conditions, including those resulting from the COVID-19 pandemic the impact of legislative, regulatory and competitive changes; whether we will elect to maintain our qualification as a real estate investment trust for U.S. federal income tax purposes and our ability to do so; our ability to maintain our exemption from registration as an investment company under the Investment Company Act of 1940, as amended; changes in our board of directors or management team, and availability of qualified personnel; our ability to make or maintain distributions to our stockholders; our understanding of our competition; and other risks and uncertainties, including those detailed in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2020 and Quarterly Report on Form 10-Q for the quarters ended March 31, 2021, June 30,2021, and September 30, 2021, each under the heading “Risk Factors,” as such factors may be updated from time to time in the Company’s subsequent periodic filings with the U.S. Securities and Exchange Commission (“SEC”). All forward-looking statements reflect the Company’s good faith beliefs, assumptions and expectations, but they are not guarantees of future performance. Additional information about these and other factors can be found in the Company’s reports filed from time to time with the SEC.
The Company cautions investors not to unduly rely on any forward-looking statements. The forward-looking statements speak only as of the date of this presentation. The Company 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 the Company does not intend to do so. The Wellness infrastructure sale is anticipated to close by end of February 2022 and is subject to customary closing conditions. We can provide no assurance that it will close on the timing anticipated or at all.
This presentation is for informational purposes only and does not constitute an offer to sell or a solicitation of an offer to buy any securities of the Company. This information is not intended to be indicative of future results. Actual performance of the Company may vary materially.
The appendices herein contain important information that is material to an understanding of this presentation and you should read this presentation only with and in context of the
appendices.
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DigitalBridge | Supplemental Financial Report | | |
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Important Note Regarding Non-GAAP Financial Measures |
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This supplemental package includes certain “non-GAAP” supplemental measures that are not defined by generally accepted accounting principles, or GAAP, including the financial metrics defined below, of which the calculations may differ from methodologies utilized by other REITs for similar performance measurements, and accordingly, may not be comparable to those of other REITs.
Adjusted Earnings before Interest, Taxes, Depreciation and Amortization (Adjusted EBITDA): The Company calculates Adjusted EBITDA by adjusting Core FFO to exclude cash interest expense, preferred dividends, tax expense or benefit, earnings from equity method investments, placement fees, realized carried interest and incentive fees and revenues and corresponding costs related to installation services. The Company uses Adjusted EBITDA as a supplemental measure of our performance because they eliminate depreciation, amortization, and the impact of the capital structure from its operating results. However, because Adjusted EBITDA is calculated before recurring cash charges including interest expense and taxes and are not adjusted for capital expenditures or other recurring cash requirements, their utilization as a cash flow measurement is limited.
FFO, Core FFO and AFFO:
The Company calculates funds from operations (FFO) in accordance with standards established by the National Association of Real Estate Investment Trusts, which defines FFO as net income or loss calculated in accordance with GAAP, excluding (i) real estate-related depreciation and amortization; (ii) impairment of depreciable real estate and impairment of investments in unconsolidated ventures directly attributable to decrease in value of depreciable real estate held by the venture; (iii) gain from sale of depreciable real estate; (iv) gain or loss from a change in control in connection with interests in depreciable real estate or in-substance real estate; and (v) adjustments to reflect the Company's share of FFO from investments in unconsolidated ventures. Included in FFO are gains and losses from sales of assets which are not depreciable real estate such as loans receivable, equity investments, and debt securities, as applicable.
The Company computes core funds from operations (Core FFO) by adjusting FFO for the following items, including the Company’s share of these items recognized by its unconsolidated partnerships and joint ventures: (i) equity-based compensation expense; (ii) effects of straight-line rent revenue and expense; (iii) amortization of acquired above- and below-market lease values; (iv) debt prepayment penalties and amortization of deferred financing costs and debt premiums and discounts; (v) non-real estate depreciation, amortization and impairment; (vi) restructuring and transaction-related charges; (vii) non-real estate loss (gain), fair value loss (gain) on interest rate and foreign currency hedges, and foreign currency remeasurements except realized gain and loss from digital assets within the Corporate and Other segment; (viii) net unrealized carried interest; and (ix) tax effect on certain of the foregoing adjustments. The Company’s Core FFO from its interest in BrightSpire Capital, Inc. (NYSE: BRSP) represented the cash dividends declared in the reported period. The Company excluded results from discontinued operations in its calculation of Core FFO and applied this exclusion to prior periods.
The Company computes adjusted funds from operations (AFFO) by adjusting Core FFO for recurring capital expenditures necessary to maintain the operating performance of its properties.
The Company uses FFO, Core FFO and AFFO as supplemental performance measures because, in excluding real estate depreciation and amortization and gains and losses, it provides a performance measure that captures trends in occupancy rates, rental rates, and operating costs, and such a measure is useful to investors as it excludes periodic gains and losses from sales of investments that are not representative of its ongoing operations and assesses the Company's ability to meet distribution requirements. The Company also believes that, as widely recognized measures of the performance of REITs, FFO, Core FFO and AFFO will be used by investors as a basis to compare its operating performance and ability to meet distribution requirements with that of other REITs. However, because FFO, Core FFO and AFFO exclude depreciation and amortization and do not capture changes in the value of the Company’s properties that resulted from use or market conditions, which have real economic effect and could materially impact the Company’s results from operations, the utility of FFO, Core FFO and AFFO as measures of the Company’s performance is limited.
FFO, Core FFO and AFFO should not be considered alternatives to GAAP net income as indications of operating performance, or to cash flows from operating activities as measures of liquidity, nor as indications of the availability of funds for our cash needs, including funds available to make distributions. FFO, Core FFO and AFFO should be considered only as supplements to GAAP net income as measures of the Company’s performance and to cash flows from operating activities computed in accordance with GAAP. Additionally, Core FFO and AFFO exclude the impact of certain fair value fluctuations, which, if they were to be realized, could have a material impact on the Company’s operating performance.
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DigitalBridge | Supplemental Financial Report | | |
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Important Note Regarding Non-GAAP Financial Measures |
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Digital Operating Earnings before Interest, Taxes, Depreciation and Amortization for Real Estate (EBITDAre) and Adjusted EBITDA: The Company calculates EBITDAre in accordance with the standards established by the National Association of Real Estate Investment Trusts, which defines EBITDAre as net income or loss calculated in accordance with GAAP, excluding interest, taxes, depreciation and amortization, gains or losses from the sale of depreciated property, and impairment of depreciated property. The Company calculates Adjusted EBITDA by adjusting EBITDAre for the effects of straight-line rental income/expense adjustments and amortization of acquired above- and below-market lease adjustments to rental income, revenues and corresponding costs related to the delivery of installation services, equity-based compensation expense, restructuring and transaction related costs, the impact of other impairment charges, gains or losses from sales of undepreciated land, gains or losses from foreign currency remeasurements, and gains or losses on early extinguishment of debt and hedging instruments. The Company uses EBITDAre and Adjusted EBITDA as supplemental measures of our performance because they eliminate depreciation, amortization, and the impact of the capital structure from its operating results. EBITDAre represents a widely known supplemental measure of performance, EBITDA, but for real estate entities, which we believe is particularly helpful for generalist investors in REITs. EBITDAre depicts the operating performance of a real estate business independent of its capital structure, leverage and non-cash items, which allows for comparability across real estate entities with different capital structure, tax rates and depreciation or amortization policies. Additionally, exclusion of gains on disposition and impairment of depreciated real estate, similar to FFO, also provides a reflection of ongoing operating performance and allows for period-over-period comparability. However, because EBITDAre and Adjusted EBITDA are calculated before recurring cash charges including interest expense and taxes and are not adjusted for capital expenditures or other recurring cash requirements, their utilization as a cash flow measurement is limited.
Digital Investment Management Fee Related Earnings (FRE): The Company calculates FRE for its investment management business within the digital segment as base management fees, other service fee income, and other income inclusive of cost reimbursements, less compensation expense excluding equity-based compensation, carried interest and incentive compensation, administrative expenses (excluding fund raising placement agent fee expenses), and other operating expenses related to the investment management business. The Company uses FRE as a supplemental performance measure as it may provide additional insight into the profitability of the overall digital investment management business.
In evaluating the information presented throughout this financial supplemental report see the appendices to this presentation for definitions and reconciliations of non-GAAP financial measures to GAAP measures. For purposes of comparability, historical data in this presentation may include certain adjustments from prior reported data at the historical period.
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DigitalBridge | Supplemental Financial Report | | |
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Note Regarding DBRG Reportable Segments / Consolidated and OP Share of Consolidated Amounts |
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This presentation includes supplemental financial information for the following segments:
Digital Investment Management (Digital IM)
This business encompasses the investment and stewardship of third party capital in digital infrastructure and real estate. The Company's flagship opportunistic strategy is conducted through DBP I, DBP II and separately capitalized vehicles while other strategies, including digital credit and public equities, will be or are conducted through other investment vehicles. The Company earns management fees, generally based on the amount of assets or capital managed in investment vehicles, and has the potential to earn carried interest and incentive fees based on the performance of such investment vehicles subject to achievement of minimum return hurdles.
Digital Operating
This business is composed of balance sheet equity interests in digital infrastructure and real estate operating companies, which generally earns rental income from providing use of space and/or capacity in or on digital assets through leases, services and other agreements. The Company currently owns interests in two companies, DataBank's enterprise data centers, including zColo, and Vantage stabilized hyperscale data centers, which are also portfolio companies under Digital IM for the equity interests owned by third party capital.
Corporate and Other
This segment is composed of the Company's remaining non-core activities and corporate level activities.
Non-core activities are composed of the Company's equity interests in: (i) digital investment vehicles, the largest of which is the Company’s investments and commitments to DBP flagship funds, and seed investments in various strategies such as digital liquid and digital credit; and (ii) remaining non-digital investments, primarily the Company’s interest in BrightSpire Capital, Inc. (BRSP), that are expected to be monetized over an extended period beyond the near term. These non-core activities generate largely equity method earnings or losses and to a lesser extent, revenues in the form of interest income or dividend income from warehoused investments and consolidated investment vehicles. Effective the third quarter of 2021, non-core activities are no longer presented separately as the Digital Other and Other segments, which is consistent with and reflects management's focus on its core digital operations and overall simplification of the Company's business.
Corporate level activities include corporate level cash and corresponding interest income, corporate level financing and related interest expense and preferred dividends, corporate level transaction costs, costs in connection with unconsummated investments, costs incurred as manager of the Company's investment vehicles and income for reimbursement of these costs, fixed assets for administrative use, compensation expense not directly attributable to reportable segments, corporate level administrative and overhead costs, and adjustments to eliminate intercompany fees. Costs which are directly attributable, or otherwise can be subjected to a reasonable and systematic allocation, have been allocated to each of the reportable segments. Elimination adjustment pertains to fee income earned by the Digital Investment Management segment from third party capital in investment vehicles managed by the Company and consolidated within the Digital Operating segment and in Corporate and Other.
Discontinued Operations
Following the successful exit of its hotel business and a substantial majority of the Company's other equity and debt investments and its non-digital investment management business, the Company is now in the final stage of monetizing the remainder of its non-digital businesses to complete its digital transformation. This includes the Company's Wellness Infrastructure business, which resided in the Other segment. The completed and pending dispositions of the Company’s hotel business, other equity and debt investments, other IM business, and Wellness Infrastructure represent strategic shifts in the Company's business that have or are expected to have a significant effect on the Company’s operations and financial results, and accordingly, have met the criteria as discontinued operations. For all current and prior periods presented, the related assets and liabilities, to the extent they have not been disposed at the respective balance sheet dates, are presented as assets and liabilities held for disposition on the consolidated balance sheets and the related operating results are presented as income (loss) from discontinued operations on the consolidated statements of operations.
Throughout this presentation, consolidated figures represent the interest of both the Company (and its subsidiary DigitalBridge Operating Company, LLC or the “DBRG OP”) and noncontrolling interests. Figures labeled as DBRG OP share represent the Company’s pro-rata share.
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DigitalBridge | Supplemental Financial Report | | |
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I. | Financial Overview | |
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| a. | | 6 |
II. | Financial Results | |
| a. | | 7 |
| b. | | 8 |
| c. | | 9 |
| d. | | 10-11 |
III. | Capitalization | |
| a. | Debt Summary | 12 |
| b. | Secured Fund Fee Revenue Notes and Variable Funding Notes | 13 |
| c. | Convertible/Exchangeable Notes & Perpetual Preferred Stock | 14 |
| d. | Organization Structure | 15 |
IV. | Assets Under Management | 16 |
V. | Digital Investment Management | 17 |
VI. | Digital Operating | 18-20 |
VII. | Corporate and Other | 21 |
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Appendices | |
| Reconciliations of Digital IM FRE/Adjusted EBITDA and Digital Operating Adjusted EBITDA to Net Income (Loss) | 23 |
| Reconciliations of Core FFO, AFFO and Adjusted EBITDA to Net Income (Loss) | 24-25 |
| Definitions | 26 |
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DigitalBridge | Supplemental Financial Report | | 5 | |
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Ia. Summary Financial Metrics |
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($ and shares in thousands, except per share data and as noted) (Unaudited) |
| 12/31/2021 - 4Q21 | 9/30/2021 - 3Q21 | 6/30/2021 - 2Q21 | 3/31/2021 - 1Q21 | 12/31/2020 - 4Q20 | 9/30/2020- 3Q20 | 6/30/2020 - 2Q20 | 3/31/2020 - 1Q20 |
Financial Data | | | | | | | | |
Net income (loss) attributable to common stockholders | $ | (20,686) | $ | 41,036 | $ | (141,260) | $ | (264,806) | $ | (140,575) | $ | (205,784) | $ | (2,042,790) | $ | (361,633) |
Net income (loss) attributable to common stockholders per basic share | (0.04) | 0.08 | (0.29) | (0.56) | (0.30) | (0.44) | (4.33) | (0.76) |
Core FFO | (4,255) | 2,049 | (4,814) | (9,987) | (25,140) | (30,710) | (29,250) | (31,679) |
Core FFO per basic share | (0.01) | — | (0.01) | (0.02) | (0.05) | (0.06) | (0.05) | (0.06) |
AFFO | (5,352) | 700 | (5,578) | (10,213) | (25,373) | (31,010) | (29,470) | (31,954) |
AFFO per basic share | (0.01) | — | (0.01) | (0.02) | (0.05) | (0.06) | (0.05) | (0.06) |
Adjusted EBITDA | 20,957 | 17,622 | 15,377 | 12,538 | (2,444) | (5,519) | (5,236) | (14,588) |
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Balance Sheet, Capitalization and Trading Statistics | | | | | | | | |
Total consolidated assets | $ | 14,197,816 | $ | 15,442,981 | $ | 15,921,346 | $ | 16,625,250 | $ | 20,200,560 | $ | 19,043,050 | $ | 16,183,534 | $ | 19,160,062 |
DBRG OP share of consolidated assets | 6,233,158 | 6,086,259 | 6,929,390 | 7,324,784 | 10,119,834 | 10,087,808 | 10,622,322 | 13,149,318 |
Total consolidated debt(1) | 4,922,722 | 4,621,240 | 3,919,255 | 7,023,226 | 7,931,458 | 7,165,859 | 9,612,525 | 9,862,223 |
DBRG OP share of consolidated debt(1) | 1,366,528 | 1,391,943 | 1,073,609 | 3,392,620 | 3,853,642 | 3,683,660 | 7,147,356 | 7,365,939 |
Basic shares and OP units outstanding(2) | 620,553 | 547,162 | 545,815 | 538,908 | 535,217 | 535,473 | 535,201 | 534,113 |
Liquidation preference of perpetual preferred equity | 883,500 | 947,500 | 1,033,750 | 1,033,750 | 1,033,750 | 1,033,750 | 1,033,750 | 1,033,750 |
Insider ownership of shares and OP units | 3.5% | 4.0% | 4.0% | 9.4% | 9.4% | 10.0% | 9.9% | 9.6% |
Digital Assets Under Management ("AUM") (in billions) | $ | 45.3 | $ | 37.8 | $ | 34.9 | $ | 32.0 | $ | 30.0 | $ | 23.3 | $ | 21.6 | $ | 20.6 |
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Digital Fee Earning Equity Under Management ("FEEUM") (in billions) | $ | 18.3 | $ | 16.5 | $ | 14.5 | $ | 12.9 | $ | 12.8 | $ | 8.6 | $ | 7.7 | $ | 7.7 |
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Notes:
(1) Represents principal balance and excludes debt issuance costs, discounts and premiums.
(2) Includes common shares and OP units outstanding, vested and unvested restricted stock and vested director share units. Based on the performance of the Company's class A common stock price during the three months ended December 31, 2021 and the results of certain Company-specific metrics as of December 31, 2021, excluded are class A common shares that are contingently issuable in relation to performance stock units and unvested shares related to LTIP units of 10.0 million and net settlement for the exercise of warrants held by Wafra of 12.0 million. Also excluded are class A shares issuable in relation to an assumed exchange of the Company's remaining 5.75% senior notes of 60.3 million.
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DigitalBridge | Supplemental Financial Report | | 6 | |
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IIa. Financial Results - Balance Sheet |
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| | | | | | | | | | | | | | |
($ in thousands, except per share data) (unaudited) | | As of December 31, 2021 |
| | Consolidated | | Non Controlling Interests' Share |
Assets | | | | |
Cash and cash equivalents | | $ | 1,602,102 | | | $ | 386,585 | |
Restricted cash | | 99,121 | | | 78,585 | |
Real estate, net | | 4,972,284 | | | 4,190,239 | |
Loans receivable | | 173,921 | | | 3,458 | |
Equity and debt investments | | 935,153 | | | 278,301 | |
Goodwill | | 761,368 | | | 456,477 | |
Deferred leasing costs and intangible assets, net | | 1,187,627 | | | 1,020,358 | |
Assets held for disposition | | 3,676,615 | | | 1,012,933 | |
Other assets | | 740,395 | | | 524,837 | |
Due from affiliates | | 49,230 | | | 12,885 | |
Total assets | | $ | 14,197,816 | | | $ | 7,964,658 | |
Liabilities | | | | |
Debt, net | | $ | 4,860,402 | | | $ | 3,516,134 | |
Accrued and other liabilities | | 928,042 | | | 598,863 | |
Intangible liabilities, net | | 33,301 | | | 28,292 | |
Liabilities related to assets held for disposition | | 3,088,699 | | | 808,973 | |
| | | | |
Dividends and distributions payable | | 15,759 | | | — | |
| | | | |
Total liabilities | | 8,926,203 | | | 4,952,262 | |
Commitments and contingencies | | | | |
Redeemable noncontrolling interests | | 359,223 | | | 359,223 | |
Equity | | | | |
Stockholders’ equity: | | | | |
Preferred stock, $0.01 par value per share; $883,500 liquidation preference; 250,000 shares authorized; 35,340 shares issued and outstanding | | 854,232 | | | — | |
Common stock, $0.01 par value per share | | | | |
Class A, 949,000 shares authorized; 568,577 shares issued and outstanding | | 5,685 | | | — | |
Class B, 1,000 shares authorized; 666 shares issued and outstanding | | 7 | | | — | |
Additional paid-in capital | | 7,820,807 | | | — | |
Accumulated deficit | | (6,576,180) | | | — | |
Accumulated other comprehensive income | | 42,383 | | | — | |
Total stockholders’ equity | | 2,146,934 | | | — | |
Noncontrolling interests in investment entities | | 2,653,173 | | | 2,653,173 | |
Noncontrolling interests in Operating Company | | 112,283 | | | — | |
Total equity | | 4,912,390 | | | 2,653,173 | |
Total liabilities, redeemable noncontrolling interests and equity | | $ | 14,197,816 | | | $ | 7,964,658 | |
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DigitalBridge | Supplemental Financial Report | | 7 | |
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IIb. Financial Results - Consolidated Segment Operating Results |
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| Three Months Ended December 31, 2021 |
($ in thousands) (unaudited) | Digital Investment Management | | Digital Operating | | Corporate and Other | | Discontinued Operations | | Total |
Revenues | | | | | | | | | |
Property operating income | $ | — | | | $ | 189,909 | | | $ | — | | | $ | — | | | $ | 189,909 | |
Interest income | 3 | | | 29 | | | 3,500 | | | — | | | 3,532 | |
Fee income | 57,652 | | | — | | | (1,652) | | | — | | | 56,000 | |
Other income | 2,238 | | | — | | | 4,178 | | | — | | | 6,416 | |
Total revenues | 59,893 | | | 189,938 | | | 6,026 | | | — | | | 255,857 | |
Expenses | | | | | | | | | |
Property operating expense | — | | | 78,950 | | | — | | | — | | | 78,950 | |
Interest expense | 2,516 | | | 35,144 | | | 31,676 | | | — | | | 69,336 | |
Investment expense | 1,953 | | | 5,141 | | | 1,136 | | | — | | | 8,230 | |
Transaction-related costs | — | | | 12 | | | 3,151 | | | — | | | 3,163 | |
| | | | | | | | | |
Depreciation and amortization | 5,928 | | | 126,436 | | | 491 | | | — | | | 132,855 | |
| | | | | | | | | |
Compensation expense | | | | | | | | | |
Cash and equity-based compensation | 20,802 | | | 20,181 | | | 12,084 | | | — | | | 53,067 | |
Carried interest and incentive fee compensation | 25,921 | | | — | | | — | | | — | | | 25,921 | |
Administrative expenses | 4,387 | | | 8,698 | | | 21,171 | | | — | | | 34,256 | |
Total expenses | 61,507 | | | 274,562 | | | 69,709 | | | — | | | 405,778 | |
Other income (loss) | | | | | | | | | |
| | | | | | | | | |
Other gain (loss), net | 52 | | | (1,226) | | | 11,496 | | | — | | | 10,322 | |
Equity method earnings (loss) | 1,730 | | | — | | | 83,489 | | | — | | | 85,219 | |
Equity method earnings (loss) - carried interest | 29,878 | | | — | | | — | | | — | | | 29,878 | |
Income (loss) before income taxes | 30,046 | | | (85,850) | | | 31,302 | | | — | | | (24,502) | |
Income tax benefit (expense) | (1,852) | | | 1,941 | | | (8,959) | | | — | | | (8,870) | |
Income (loss) from continuing operations | 28,194 | | | (83,909) | | | 22,343 | | | — | | | (33,372) | |
Income (loss) from discontinued operations | — | | | — | | | — | | | (9,493) | | | (9,493) | |
Net income (loss) | 28,194 | | | (83,909) | | | 22,343 | | | (9,493) | | | (42,865) | |
Net income (loss) attributable to noncontrolling interests: | | | | | | | | | |
Redeemable noncontrolling interests | 10,585 | | | — | | | 8,349 | | | — | | | 18,934 | |
Investment entities | 372 | | | (68,480) | | | 2,155 | | | 8,520 | | | (57,433) | |
Operating Company | 1,555 | | | (1,357) | | | (553) | | | (1,591) | | | (1,946) | |
Net income (loss) attributable to DigitalBridge Group, Inc. | 15,682 | | | (14,072) | | | 12,392 | | | (16,422) | | | (2,420) | |
Preferred stock redemption | — | | | — | | | 2,127 | | | — | | | 2,127 | |
Preferred stock dividends | — | | | — | | | 16,139 | | | — | | | 16,139 | |
Net income (loss) attributable to common stockholders | $ | 15,682 | | | $ | (14,072) | | | $ | (5,874) | | | $ | (16,422) | | | $ | (20,686) | |
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DigitalBridge | Supplemental Financial Report | | 8 | |
| | |
IIc. Financial Results - Noncontrolling Interests’ Share Segment Operating Results |
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| Three Months Ended December 31, 2021 |
($ in thousands) (unaudited) | Digital Investment Management | | Digital Operating | | Corporate and Other | | Discontinued Operations | | Total |
Revenues | | | | | | | | | |
Property operating income | $ | — | | | $ | 157,451 | | | $ | — | | | $ | — | | | $ | 157,451 | |
Interest income | — | | | 23 | | | 16 | | | — | | | 39 | |
Fee income | 19,256 | | | — | | | — | | | — | | | 19,256 | |
Other income | 700 | | | — | | | 529 | | | — | | | 1,229 | |
Total revenues | 19,956 | | | 157,474 | | | 545 | | | — | | | 177,975 | |
Expenses | | | | | | | | | |
Property operating expense | — | | | 65,199 | | | — | | | — | | | 65,199 | |
Interest expense | — | | | 28,608 | | | 74 | | | — | | | 28,682 | |
Investment expense | 615 | | | 4,405 | | | 6 | | | — | | | 5,026 | |
| | | | | | | | | |
Depreciation and amortization | 1,864 | | | 105,177 | | | — | | | — | | | 107,041 | |
| | | | | | | | | |
Compensation expense | | | | | | | | | |
Cash and equity-based compensation | 4,942 | | | 16,144 | | | — | | | — | | | 21,086 | |
Carried interest and incentive fee compensation | 8,533 | | | — | | | — | | | — | | | 8,533 | |
Administrative expenses | 1,076 | | | 6,912 | | | 377 | | | — | | | 8,365 | |
Total expenses | 17,030 | | | 226,445 | | | 457 | | | — | | | 243,932 | |
Other income (loss) | | | | | | | | | |
| | | | | | | | | |
Other gain (loss), net | 2 | | | (988) | | | 8,260 | | | — | | | 7,274 | |
Equity method earnings (loss) | 643 | | | — | | | 2,156 | | | — | | | 2,799 | |
Equity method earnings (loss) - carried interest | 13,024 | | | — | | | — | | | — | | | 13,024 | |
Income (loss) before income taxes | 16,595 | | | (69,959) | | | 10,504 | | | — | | | (42,860) | |
Income tax benefit (expense) | (43) | | | 1,552 | | | — | | | — | | | 1,509 | |
Net income (loss) | 16,552 | | | (68,407) | | | 10,504 | | | — | | | (41,351) | |
Income (loss) from discontinued operations | — | | | — | | | — | | | 8,520 | | | 8,520 | |
Non-pro rata allocation of income (loss) to NCI | (5,595) | | | (73) | | | — | | | — | | | (5,668) | |
Net income (loss) attributable to noncontrolling interests | $ | 10,957 | | | $ | (68,480) | | | $ | 10,504 | | | $ | 8,520 | | | $ | (38,499) | |
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DigitalBridge | Supplemental Financial Report | | 9 | |
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| OP pro rata share by segment | | Amounts attributable to noncontrolling interests | | DBRG consolidated as reported |
($ in thousands; for the three months ended December 31, 2021; and unaudited) | Digital IM | | Digital Operating | | Corporate and Other | | Discontinued Operations | | Total OP pro rata share | | |
Net income (loss) attributable to common stockholders | $ | 15,682 | | | $ | (14,072) | | | $ | (5,874) | | | $ | (16,422) | | | $ | (20,686) | | | $ | — | | | $ | (20,686) | |
Net income (loss) attributable to noncontrolling common interests in Operating Company | 1,555 | | | (1,357) | | | (553) | | | (1,591) | | | (1,946) | | | — | | | (1,946) | |
Net income (loss) attributable to common interests in Operating Company and common stockholders | 17,237 | | | (15,429) | | | (6,427) | | | (18,013) | | | (22,632) | | | — | | | (22,632) | |
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Adjustments for FFO: | | | | | | | | | | | | | |
Real estate depreciation and amortization | — | | | 20,216 | | | 2,106 | | | 8,225 | | | 30,547 | | | 103,266 | | | 133,813 | |
Impairment of real estate | — | | | — | | | — | | | (27,193) | | | (27,193) | | | (13,539) | | | (40,732) | |
Gain from sales of real estate | — | | | — | | | — | | | (197) | | | (197) | | | — | | | (197) | |
Less: Adjustments attributable to noncontrolling interests in investment entities | — | | | — | | | — | | | — | | | — | | | (89,727) | | | (89,727) | |
FFO | $ | 17,237 | | | $ | 4,787 | | | $ | (4,321) | | | $ | (37,178) | | | $ | (19,475) | | | $ | — | | | $ | (19,475) | |
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Additional adjustments for Core FFO: | | | | | | | | | | | | | |
Adjustment to BRSP cash dividend | — | | | — | | | (26,422) | | | (1,821) | | | (28,243) | | | — | | | (28,243) | |
Equity-based compensation expense | 1,596 | | | 384 | | | 3,837 | | | 11,651 | | | 17,468 | | | 1,948 | | | 19,416 | |
Straight-line rent revenue and expense | 51 | | | 158 | | | (1,195) | | | (359) | | | (1,345) | | | (641) | | | (1,986) | |
Amortization of acquired above- and below-market lease values, net | — | | | 60 | | | — | | | (566) | | | (506) | | | 173 | | | (333) | |
Debt prepayment penalties and amortization of deferred financing costs and debt premiums and discounts | 309 | | | 1,030 | | | 25,652 | | | 4,016 | | | 31,007 | | | 5,678 | | | 36,685 | |
Non-real estate fixed asset depreciation, amortization and impairment | 40 | | | 1,043 | | | 491 | | | 1,630 | | | 3,204 | | | 10,120 | | | 13,324 | |
Restructuring and transaction-related charges(1) | 2,354 | | | 16 | | | 17,379 | | | 10,069 | | | 29,818 | | | 159 | | | 29,977 | |
Non-real estate (gains) losses, excluding realized gains or losses of digital assets within the Corporate and Other segment | (1,119) | | | 238 | | | (57,032) | | | 1,091 | | | (56,822) | | | 4,211 | | | (52,611) | |
Net unrealized carried interest | (2,702) | | | — | | | — | | | — | | | (2,702) | | | (4,673) | | | (7,375) | |
Preferred share redemption loss | — | | | — | | | 2,127 | | | — | | | 2,127 | | | — | | | 2,127 | |
Deferred taxes and tax effect on certain of the foregoing adjustments | (259) | | | (389) | | | 10,395 | | | — | | | 9,747 | | | (1,552) | | | 8,195 | |
Less: Adjustments attributable to noncontrolling interests in investment entities | — | | | — | | | — | | | — | | | — | | | (15,423) | | | (15,423) | |
Less: Core FFO from discontinued operations | — | | | — | | | — | | | 11,467 | | | 11,467 | | | — | | | 11,467 | |
Core FFO | $ | 17,507 | | | $ | 7,327 | | | $ | (29,089) | | | $ | — | | | $ | (4,255) | | | $ | — | | | $ | (4,255) | |
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Additional adjustments for AFFO: | | | | | | | | | | | | | |
Recurring capital expenditures | — | | | (1,097) | | | — | | | — | | | (1,097) | | | — | | | (1,097) | |
AFFO | $ | 17,507 | | | $ | 6,230 | | | $ | (29,089) | | | $ | — | | | $ | (5,352) | | | $ | — | | | $ | (5,352) | |
Notes:
(1) Restructuring and non-recurring items primarily represent costs and charges incurred as a result of corporate restructuring and reorganization to implement the digital evolution. These costs and charges include severance, retention, relocation, transition, shareholder settlement and other related restructuring costs, which are not reflective of the Company’s core operating performance.
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DigitalBridge | Supplemental Financial Report | | 10 | |
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| OP pro rata share by segment | |
($ in thousands; for the three months ended December 31, 2021; and unaudited) | Digital IM | | Digital Operating | | Corporate and Other | | Discontinued Operations | | Total OP pro rata share | |
Core FFO | $ | 17,507 | | | $ | 7,327 | | | $ | (29,089) | | | $ | — | | | $ | (4,255) | | |
Less: Earnings of equity method investments | (18) | | | — | | | (6,423) | | | — | | | (6,441) | | |
Plus: Preferred dividends | — | | | — | | | 16,139 | | | — | | | 16,139 | | |
Plus: Core interest expense(1) | 2,193 | | | 5,506 | | | 6,076 | | | — | | | 13,775 | | |
Plus: Core tax expense(1) | 2,068 | | | — | | | (1,437) | | | — | | | 631 | | |
Plus: Non pro-rata allocation of income (loss) to NCI | 231 | | | — | | | — | | | — | | | 231 | | |
Plus: Placement fees | 603 | | | — | | | — | | | — | | | 603 | | |
Less: Net realized carried interest, incentive fees, and other adjustments to Fee Related Earnings | (1,092) | | | — | | | — | | | — | | | (1,092) | | |
Plus: Digital Operating installation services, transaction, investment and servicing costs | — | | | 1,366 | | | — | | | — | | | 1,366 | | |
Adjusted EBITDA (DBRG OP Share) | $ | 21,492 | | | $ | 14,199 | | | $ | (14,734) | | | $ | — | | | $ | 20,957 | | |
Notes:
(1) Excludes components that are included in adjustments for Core FFO.
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DigitalBridge | Supplemental Financial Report | | 11 | |
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IIIa. Capitalization - Debt Summary |
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($ in thousands; as of December 31, 2021) | | | | | | | | | | | | | | |
Consolidated debt | Payments due by period(1) | | | |
| 2022 | | 2023 | | 2024 | | 2025 | | 2026 and after | | Total | | | |
Investment-level debt: | | | | | | | | | | | | | | |
Digital Operating - Fixed | $ | 6,230 | | | $ | 219,793 | | | $ | 600,753 | | | $ | 700,000 | | | $ | 2,119,690 | | | $ | 3,646,466 | | | | |
Digital Operating - Variable | — | | | 9,000 | | | 15,750 | | | 446,267 | | | 100,000 | | | $ | 571,017 | | | | |
Total Digital Operating | 6,230 | | | 228,793 | | | 616,503 | | | 1,146,267 | | | 2,219,690 | | | 4,217,483 | | | | |
Corporate and Other debt: | | | | | | | | | | | | | | |
2021-1, A-1 Variable Funding Notes | — | | | — | | | — | | | — | | | — | | | — | | | | |
2021-1, Class A-2 Term Notes | — | | | — | | | — | | | — | | | 300,000 | | | 300,000 | | | | |
Other (2) | — | | | 66,500 | | | — | | | — | | | — | | | 66,500 | | | | |
Convertible/exchangeable senior notes | — | | | 200,000 | | | — | | | 138,739 | | | — | | | 338,739 | | | | |
Total consolidated debt (3) | $ | 6,230 | | | $ | 495,293 | | | $ | 616,503 | | | $ | 1,285,006 | | | $ | 2,519,690 | | | $ | 4,922,722 | | | | |
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| | | | | | | | | | | | Fixed/Variable | WA Interest Rate | WA Remaining Term |
DBRG OP share of debt | Payments due by period(1) |
| 2022 | | 2023 | | 2024 | | 2025 | | 2026 and after | | Total |
Investment-level debt: | | | | | | | | | | | | | | |
Digital Operating - Fixed | $ | 818 | | | $ | 28,859 | | | $ | 78,879 | | | $ | 91,910 | | | $ | 346,505 | | | $ | 546,971 | | Fixed | 2.4% | 4.1 |
Digital Operating - Variable | — | | | 1,802 | | | 3,153 | | | 89,343 | | | 20,020 | | | $ | 114,318 | | Variable | 5.7% | 4.0 |
Total Digital Operating | 818 | | | 30,661 | | | 82,032 | | | 181,253 | | | 366,525 | | | 661,289 | | | 3.0% | 4.1 |
Corporate and Other debt: | | | | | | | | | | | | | | |
2021-1, A-1 Variable Funding Notes | — | | | — | | | — | | | — | | | — | | | — | | Variable | N/A | 4.7 |
2021-1, Class A-2 Term Notes | — | | | — | | | — | | | — | | | 300,000 | | | 300,000 | | Fixed | 3.9% | 4.7 |
Other (2) | — | | | 66,500 | | | — | | | — | | | — | | | 66,500 | | Variable | 1.3% | 1.6 |
Convertible/exchangeable senior notes | — | | | 200,000 | | | — | | | 138,739 | | | — | | | 338,739 | | Fixed | 5.3% | 2.2 |
Total DBRG share of debt (3) | $ | 818 | | | $ | 297,161 | | | $ | 82,032 | | | $ | 319,992 | | | $ | 666,525 | | | $ | 1,366,528 | | | | |
Notes:
(1) Maturity dates are based on initial maturity dates or extended maturity dates, where applicable, the extension option is at the Company’s discretion and if the criteria to extend have been met as of the reporting date.
(2) In the third quarter of 2021, the Company entered into a credit facility to fund the acquisition of loans that are warehoused for a future securitization vehicle. At December 31, 2021, $83.5 million was available to be drawn from this facility.
(3) Excluded from above presentation is debt of assets which are presented under discontinued operations.
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DigitalBridge | Supplemental Financial Report | | 12 | |
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IIIb. Capitalization - DBRG Series 2021-1 |
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($ in thousands, as of December 31, 2021) | | |
Class A-2 Term Notes | | |
Amount outstanding | | $ | 300,000 | |
Interest rate | | 3.933 | % |
Anticipated Repayment Date (ARD) | | September 25, 2026 |
Kroll Rating | | BBB |
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Class A-1 Variable Funding Notes | | |
Maximum Available | | $ | 200,000 | |
Amount outstanding | | $ | — | |
Interest Rate | | 3M LIBOR + 3.00% |
Fully extended Anticipated Repayment Date (ARD)(1) | | September 25, 2026 |
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Financial covenants: | | Covenant level |
Debt Service Coverage Ratio(2) | | Minimum 1.75x |
Loan to Value Ratio(3) | | Less than 35.0% |
Investment Management Expense Ratio(4) | | Less than 60.0% |
Company status: As of February 23, 2022, DBRG is meeting all required covenant threshold levels. |
Notes:
(1) Anticipated Repayment Date is September 25, 2026 including two 1-year extension options subject to 1) either rating agency confirmation and consent of VFN noteholders are obtained or DSCR exceeding 1.75x, 2) term notes rating not less than BBB- 3) the payment of a 0.05% extension fee and 4) other customary conditions.
(2) Debt service coverage ratio covenant thresholds: minimum of 1.75x for ability to borrow from the VFN; below 1.75x to 1.50x = 50% cash trap; below 1.50x to 1.20x = 100% cash trap; and below 1.20x = cash sweep.
(3) 100% cash sweep until LTV is less than 35%.
(4) 50% cash sweep until ratio is less than 60%.
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DigitalBridge | Supplemental Financial Report | | 13 | |
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IIIc. Capitalization - Convertible/Exchangeable Notes & Perpetual Preferred Stock |
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($ in thousands; except per share data; as of December 31, 2021) |
Convertible/exchangeable debt | | | | | | | | | | | | |
Description | | Outstanding principal | | Final due date(1) | | Interest rate | | Conversion price (per share of common stock) | | Conversion ratio | | Conversion shares |
5.75% Exchangeable senior notes | | $ | 138,739 | | | July 15, 2025 | | 5.75% fixed | | $ | 2.30 | | | 434.7826 | | | 60,321 | |
5.0% Convertible senior notes | | 200,000 | | | April 15, 2023 | | 5.00% fixed | | 15.76 | | | 63.4700 | | | 12,694 | |
Total convertible debt | | $ | 338,739 | | | | | | | | | | | |
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Perpetual preferred stock | | | | | | |
Description | | Liquidation preference | | Shares outstanding (In thousands) | | Callable period |
Series H 7.125% cumulative redeemable perpetual preferred stock | | 223,500 | | | 8,940 | | | Callable |
Series I 7.15% cumulative redeemable perpetual preferred stock | | 345,000 | | | 13,800 | | | On or after June 5, 2022 |
Series J 7.125% cumulative redeemable perpetual preferred stock | | 315,000 | | | 12,600 | | | On or after September 22, 2022 |
Total preferred stock | | $ | 883,500 | | | 35,340 | | | |
Notes:
(1) Callable at principal amount only if DBRG common stock has traded at least 130% of the conversion price for 20 of 30 consecutive trading days: on or after July 21, 2023, for the 5.75% exchangeable senior notes and on or after April 22, 2020, for the 5.0% convertible senior notes.
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DigitalBridge | Supplemental Financial Report | | 14 | |
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IIId. Capitalization - Organization Structure |
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DigitalBridge | Supplemental Financial Report | | 15 | |
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IV. Assets Under Management |
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($ in millions) | | DBRG OP Share |
Segment | | 12/31/21 | 9/30/21 | 6/30/21 | 3/31/21 | 12/31/20 | 9/30/20 | 6/30/20 | 3/31/20 |
| | | | | | | | | |
Digital Investment Management | | $ | 43,619 | | $ | 36,337 | | $ | 33,551 | | $ | 30,711 | | $ | 28,577 | | $ | 22,237 | | $ | 21,015 | | $ | 20,107 | |
Digital Operating | | 1,233 | | 1,157 | | 1,093 | | 1,073 | | 1,087 | | 724 | | 300 | | 290 | |
| | | | | | | | | |
Corporate and Other Assets(1) | | 6,427 | | 11,880 | | 13,790 | | 14,397 | | 22,300 | | 23,853 | | 24,392 | | 27,715 | |
| | | | | | | | | |
Total AUM | | $ | 51,279 | | $ | 49,374 | | $ | 48,434 | | $ | 46,181 | | $ | 51,964 | | $ | 46,814 | | $ | 45,707 | | $ | 48,112 | |
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Notes:
(1) December 31, 2021 includes $5.4 billion of assets held for disposition on the consolidated balance sheet with related operating results presented as income (loss) from discontinued operations on the consolidated statement of operations of the Company.
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DigitalBridge | Supplemental Financial Report | | 16 | |
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V. Digital Investment Management |
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($ in millions) | | | | | | | | | | |
AUM DBRG OP Share | | | 12/31/21 | 9/30/21 | 6/30/21 | 3/31/21 | 12/31/20 | 9/30/20 | 6/30/20 | 3/31/20 |
DigitalBridge Partners I | | | $ | 6,180 | | $ | 6,180 | | $ | 6,003 | | $ | 5,931 | | $ | 6,089 | | $ | 5,686 | | $ | 5,665 | | $ | 5,526 | |
DigitalBridge Partners II | | | 10,430 | | 8,005 | | 6,431 | | 4,775 | | 3,241 | | — | | — | | — | |
Separately Capitalized Portfolio Companies | | | 6,882 | | 10,147 | | 10,254 | | 9,893 | | 8,947 | | 8,273 | | 9,556 | | 8,990 | |
Co-Investment (Sidecar) Capital | | | 19,311 | | 11,417 | | 10,273 | | 9,591 | | 9,857 | | 8,181 | | 5,692 | | 5,477 | |
Liquid Strategies | | | 816 | | 588 | | 590 | | 521 | | 443 | | 97 | | 102 | | 114 | |
Digital IM AUM | | | $ | 43,619 | | $ | 36,337 | | $ | 33,551 | | $ | 30,711 | | $ | 28,577 | | $ | 22,237 | | $ | 21,015 | | $ | 20,107 | |
| | | | | | | | | | |
FEEUM DBRG OP Share | | | 12/31/21 | 9/30/21 | 6/30/21 | 3/31/21 | 12/31/20 | 9/30/20 | 6/30/20 | 3/31/20 |
DigitalBridge Partners I | | | $ | 3,215 | | $ | 3,040 | | $ | 3,081 | | $ | 3,179 | | $ | 3,756 | | $ | 3,756 | | $ | 3,756 | | $ | 3,756 | |
DigitalBridge Partners II | | | 8,001 | | 7,146 | | 5,519 | | 3,964 | | 3,217 | | — | | — | | — | |
Separately Capitalized Portfolio Companies | | | 2,148 | | 2,576 | | 2,576 | | 2,534 | | 2,777 | | 2,603 | | 3,019 | | 3,017 | |
Co-Investment (Sidecar) Capital | | | 4,105 | | 3,184 | | 2,817 | | 2,744 | | 2,655 | | 2,042 | | 841 | | 841 | |
Liquid Strategies | | | 786 | | 510 | | 512 | | 432 | | 437 | | 153 | | 127 | | 128 | |
Digital IM FEEUM (12/31/21 Annual IM Fee Rate = 0.96%) | | | $ | 18,255 | | $ | 16,456 | | $ | 14,505 | | $ | 12,853 | | $ | 12,842 | | $ | 8,554 | | $ | 7,743 | | $ | 7,742 | |
| | | | | | | | | | |
($ in thousands) | | | | | | | | | | |
Digital IM FRE / Adjusted EBITDA | | | 4Q21 | 3Q21 | 2Q21 | 1Q21 | 4Q20 | 3Q20 | 2Q20 | 1Q20 |
Fee income | | | $ | 43,145 | | $ | 37,751 | | $ | 33,304 | | $ | 28,917 | | $ | 24,191 | | $ | 19,172 | | $ | 18,987 | | $ | 18,068 | |
Fee income, other (1) | | | 8,787 | | 12,809 | | 8,996 | | 2,148 | | 862 | | 876 | | 1,306 | | 876 | |
Other income | | | 273 | | 483 | | 84 | | 54 | | 183 | | 87 | | 552 | | 197 | |
Compensation expense—cash | | | (16,275) | | (16,933) | | (14,426) | | (10,852) | | (18,353) | | (9,414) | | (9,208) | | (6,964) | |
Administrative expenses | | | (3,446) | | (2,675) | | (2,337) | | (2,067) | | (2,310) | | (1,832) | | (2,330) | | (2,127) | |
Digital IM FRE / Adjusted EBITDA (2) | | | $ | 32,484 | | $ | 31,435 | | $ | 25,621 | | $ | 18,200 | | $ | 4,573 | | $ | 8,889 | | $ | 9,307 | | $ | 10,050 | |
| | | | | | | | | | |
DBRG OP share of Digital IM FRE / Adjusted EBITDA(3) | | | $ | 21,492 | | $ | 20,736 | | $ | 17,449 | | $ | 11,645 | | $ | 2,051 | | $ | 6,306 | | $ | 9,307 | | $ | 10,050 | |
Notes:
(1) Includes service fee income and one time catch-up fees earned, which are customary fees paid on newly raised 3rd party capital as if it were raised on the first closing date.
(2) For reconciliations of net income / (loss) to FRE / Adjusted EBITDA, please refer to the Appendices section of this presentation.
(3) In July 2020, the Company closed on a strategic investment from Wafra for a 31.5% ownership stake in the Digital Investment Management business. Represents the Company interest after deducting Wafra's 31.5% interest.
| | | | | | | | | | | |
DigitalBridge | Supplemental Financial Report | | 17 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
($ in millions, unless otherwise noted) | | | | | | | | | |
Portfolio Overview | | 12/31/21 | 9/30/21 | 6/30/21 | 3/31/21 | 12/31/20 | 9/30/20 | 6/30/20 | 3/31/20 |
Consolidated amount | | | | | | | | | |
Asset(1) | | $ | 7,624 | | $ | 7,211 | | $ | 6,736 | | $ | 6,633 | | $ | 6,248 | | $ | 4,925 | | $ | 1,496 | | $ | 1,448 | |
Debt(2)(3) | | (4,217) | | (3,817) | | (3,374) | | (3,369) | | (3,227) | | (2,546) | | (515) | | (516) | |
Net Carrying Value - Consolidated | | $ | 3,407 | | $ | 3,394 | | $ | 3,362 | | $ | 3,264 | | $ | 3,021 | | $ | 2,379 | | $ | 981 | | $ | 932 | |
| | | | | | | | | |
DBRG OP share of consolidated amount | | | | | | | | | |
Asset(1) | | $ | 1,233 | | $ | 1,157 | | $ | 1,093 | | $ | 1,073 | | $ | 1,087 | | $ | 724 | | $ | 300 | | $ | 290 | |
Debt(2)(3) | | (661) | | (588) | | (529) | | (528) | | (536) | | (355) | | (103) | | (103) | |
Net Carrying Value - DBRG OP share | | $ | 572 | | $ | 569 | | $ | 564 | | $ | 545 | | $ | 551 | | $ | 369 | | $ | 197 | | $ | 187 | |
| | | | | | | | | |
DBRG net carrying value % interest | | 17 | % | 17 | % | 17 | % | 17 | % | 18 | % | 16 | % | 20 | % | 20 | % |
| | | | | | | | | |
($ in millions, unless otherwise noted) | | | | | | | | | |
Operating Metrics (4) | | 12/31/2021 - 4Q21 | 9/30/2021 - 3Q21 | 6/30/2021 - 2Q21 | 3/31/2021 - 1Q21 | 12/31/2020 - 4Q20 | 9/30/2020- 3Q20 | 6/30/2020 - 2Q20 | 3/31/2020 - 1Q20 |
Number of Data Centers | | 78 | 76 | 76 | 76 | 32 | 32 | 20 | 19 |
Max Critical I.T. Square Feet | | 1,949,144 | 1,819,946 | 1,809,943 | 1,791,781 | 1,138,048 | 1,137,866 | 456,649 | 410,974 |
Leased Square Feet | | 1,552,517 | 1,467,420 | 1,439,291 | 1,423,322 | 967,879 | 945,640 | 316,697 | 301,791 |
% Utilization Rate | | 79.7% | 80.6% | 79.5% | 79.4% | 85.0% | 83.1% | 69.4% | 73.4% |
MRR (Annualized) | | $ | 790.4 | $ | 773.1 | $ | 750.2 | $ | 743.0 | $ | 442.0 | $ | 374.0 | $ | 171.4 | $ | 171.2 |
Bookings (Annualized) | | $ | 15.3 | $ | 16.6 | $ | 16.4 | $ | 23.0 | $ | 6.0 | $ | 9.4 | $ | 6.6 | $ | 7.4 |
Quarterly Churn (% of Prior Quarter MRR) | | 1.9% | 1.3% | 1.3% | 1.3% | .8% | .8% | 1.7% | 2.7% |
Notes:
(1) Includes all components related to real estate assets, including tangible real estate and lease-related intangibles and cash.
(2) Represents unpaid principal balance.
(3) For the fourth quarter 2021, in addition to debt presented, the Digital Operating segment has $143 million consolidated, or $28 million DBRG OP share, of finance lease obligations, which represents the present value of payments on leases classified as finance leases, in the Other Liabilities line item on the Company’s Balance Sheet.
(4) Operating metrics presented include assets owned entirely during the presented period. Data of assets acquired within a quarter are included in the following quarter.
| | | | | | | | | | | |
DigitalBridge | Supplemental Financial Report | | 18 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
($ in thousands) | | | | | | | | | |
Digital Operating Adjusted EBITDA | | 4Q21 | 3Q21 | 2Q21 | 1Q21 | 4Q20 | 3Q20 | 2Q20 | 1Q20 |
Consolidated amount | | | | | | | | | |
Total revenues | | $ | 189,938 | | $ | 194,966 | | $ | 189,093 | | $ | 189,202 | | $ | 127,546 | | $ | 98,549 | | $ | 42,021 | | $ | 45,167 | |
Property operating expenses | | (78,950) | | (80,226) | | (77,140) | | (79,862) | | (47,224) | | (37,544) | | (18,055) | | (16,906) | |
Compensation and administrative expenses | | (28,879) | | (29,766) | | (28,488) | | (25,947) | | (16,982) | | (11,863) | | (10,464) | | (12,656) | |
Investment, servicing and commission expenses | | (5,153) | | (4,862) | | (5,255) | | (6,565) | | (3,329) | | (2,362) | | (696) | | (317) | |
Other gain/loss, net | | (1,226) | | 285 | | (349) | | (3) | | (200) | | (45) | | — | | — | |
EBITDAre: | | $ | 75,730 | | $ | 80,397 | | $ | 77,861 | | $ | 76,825 | | $ | 59,811 | | $ | 46,735 | | $ | 12,806 | | $ | 15,288 | |
Straight-line rent expenses and amortization of above- and below-market lease intangibles | | 370 | | 482 | | (98) | | (399) | | (2,607) | | (2,106) | | 1,837 | | (338) | |
Compensation expense—equity-based | | 1,918 | | 308 | | 308 | | 308 | | 728 | | 148 | | 296 | | — | |
Installation services | | 2,097 | | (4,058) | | 576 | | 880 | | 429 | | (65) | | 493 | | 289 | |
Transaction, restructuring & integration costs | | 3,188 | | 4,042 | | 2,999 | | 4,670 | | 1,155 | | 420 | | 1,021 | | 748 | |
Other gain/loss, net | | 1,226 | | (285) | | 349 | | — | | 200 | | 46 | | — | | — | |
Digital Operating Adjusted EBITDA - Consolidated (1) | | $ | 84,529 | | $ | 80,886 | | $ | 81,995 | | $ | 82,284 | | $ | 59,716 | | $ | 45,178 | | $ | 16,453 | | $ | 15,987 | |
| | | | | | | | | |
DBRG OP share of consolidated amount | | | | | | | | | |
Total revenues | | $ | 32,464 | | $ | 33,771 | | $ | 32,624 | | $ | 32,741 | | $ | 21,013 | | $ | 15,600 | | $ | 8,413 | | $ | 9,042 | |
Property operating expenses | | (13,740) | | (14,115) | | (13,690) | | (14,165) | | (7,911) | | (6,026) | | (3,615) | | (3,385) | |
Compensation and administrative expenses | | (5,457) | | (5,615) | | (5,350) | | (4,888) | | (3,276) | | (2,310) | | (2,095) | | (2,534) | |
Investment, servicing and commission expenses | | (732) | | (709) | | (819) | | (1,090) | | (433) | | (290) | | (139) | | (63) | |
Other gain/loss, net | | (238) | | 61 | | (69) | | | (26) | | (6) | | — | | — | |
EBITDAre: | | $ | 12,297 | | $ | 13,393 | | $ | 12,696 | | $ | 12,598 | | $ | 9,367 | | $ | 6,968 | | $ | 2,564 | | $ | 3,060 | |
Straight-line rent expenses and amortization of above- and below-market lease intangibles | | 244 | | 295 | | 247 | | 192 | | (250) | | (154) | | 368 | | (68) | |
Compensation expense—equity-based | | 384 | | 62 | | 62 | | 62 | | 146 | | 30 | | 59 | | — | |
Installation services | | 419 | | (812) | | 115 | | 176 | | 86 | | (13) | | 99 | | 58 | |
Transaction, restructuring & integration costs | | 618 | | 759 | | 587 | | 920 | | 245 | | 77 | | 204 | | 150 | |
Other gain/loss, net | | 237 | | (60) | | 69 | | | 26 | | 6 | | — | | — | |
Digital Operating Adjusted EBITDA - DBRG OP share | | $ | 14,199 | | $ | 13,637 | | $ | 13,776 | | $ | 13,948 | | $ | 9,620 | | $ | 6,914 | | $ | 3,294 | | $ | 3,200 | |
Notes:
(1) For reconciliations of net income/(loss) to Adjusted EBITDA, please refer to the Appendices section of this presentation.
| | | | | | | | | | | |
DigitalBridge | Supplemental Financial Report | | 19 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Capital Expenditures | | | | | | | | | |
Consolidated amount | | 4Q21 | 3Q21 | 2Q21 | 1Q21 | 4Q20 | 3Q20 | 2Q20 | 1Q20 |
Recurring capital expenditures | | $ | 6,410 | $ | 7,387 | $ | 4,423 | $ | 1,220 | $ | 1,416 | $ | 1,551 | $ | 1,101 | $ | 1,375 |
Non-recurring capital expenditures | | 94,018 | 42,841 | 40,460 | 34,652 | 37,534 | 20,423 | 19,738 | 13,254 |
Total capital expenditures | | $ | 100,428 | $ | 50,228 | $ | 44,883 | $ | 35,872 | $ | 38,950 | $ | 21,974 | $ | 20,839 | $ | 14,629 |
| | | | | | | | | |
Leasing Commissions | | $ | 1,535 | $ | 1,233 | $ | 5,024 | $ | 775 | $ | 545 | $ | 539 | $ | 1,831 | $ | 475 |
| | | | | | | | | |
DBRG OP share of consolidated amount | | | | | | | | | |
Recurring capital expenditures | | $ | 1,097 | $ | 1,349 | $ | 764 | $ | 226 | $ | 233 | $ | 300 | $ | 220 | $ | 275 |
Non-recurring capital expenditures | | 18,090 | 8,315 | 7,538 | 6,532 | 6,770 | 3,702 | 3,952 | 2,654 |
Total capital expenditures | | $ | 19,187 | $ | 9,664 | $ | 8,302 | $ | 6,758 | $ | 7,003 | $ | 4,002 | $ | 4,172 | $ | 2,929 |
| | | | | | | | | |
Leasing Commissions | | $ | 307 | $ | 213 | $ | 756 | $ | 155 | $ | 109 | $ | 108 | $ | 366 | $ | 95 |
| | | | | | | | | | | |
DigitalBridge | Supplemental Financial Report | | 20 | |
| | | | | | | | | | | | | | |
($ in thousands, as of December 31, 2021) | Consolidated amount | | DBRG OP share of consolidated amount | |
Other | | | | |
DBRG's GP Co-investment in DBP I and II Investments | $ | 242,856 | | | $ | 183,612 | | |
Equity interests in digital investment vehicles, seed investments and CLOs | 290,113 | | | 174,566 | | |
Other - digital assets net carrying value | $ | 532,969 | | | $ | 358,178 | | |
| | | | |
Other - held for investment assets net equity carrying value (primarily BRSP shares)(1) | $ | 384,180 | | | $ | 384,180 | | |
| | | | |
Discontinued operations net carrying value(1)(2) | 3,576,328 | | | 2,582,288 | | |
Investment-level non-recourse financing(3) | 2,668,326 | | | 1,913,764 | | |
5.375% Exchangeable senior notes and TruPS | 293,722 | | | 293,722 | | |
Other - discontinued operations assets net equity carrying value | $ | 614,280 | | | $ | 374,802 | | |
| | | | |
Corporate Net Assets | | | | |
Cash and cash equivalents, restricted cash and other assets | $ | 981,748 | | | $ | 981,748 | | |
Accrued and other liabilities and dividends payable | 112,509 | | | 112,509 | | |
Net assets | $ | 869,239 | | | $ | 869,239 | | |
| | | | |
Notes:
(1) The Company currently holds a 27% equity ownership, or 35.0 million shares, in BRSP. In addition, 461,000 shares and 3.1 million units in BRSP are held by NRF Holdco which are included in assets held for disposition.
(2) Includes all components related to real estate assets, including tangible real estate and lease-related intangibles and cash of the investments presented under discontinued operations.
(3) Represents unpaid principal balance.
| | | | | | | | | | | |
DigitalBridge | Supplemental Financial Report | | 21 | |
Appendices
| | | | | | | | | | | |
DigitalBridge | Supplemental Financial Report | | 22 | |
| | |
Reconciliations of Digital IM FRE/Adjusted EBITDA and Digital Operating Adjusted EBITDA to Net Income (Loss) |
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
($ in thousand) | | 4Q21 | 3Q21 | 2Q21 | 1Q21 | 4Q20 | 3Q20 | 2Q20 | 1Q20 |
Digital IM net income (loss) | | $ | 28,194 | | $ | 39,272 | | $ | 15,786 | | $ | 7,663 | | $ | 2,702 | | $ | 3,799 | | $ | 2,424 | | $ | 2,529 | |
Adjustments: | | | | | | | | | |
Interest expense (income) | | 2,499 | | 2,250 | | — | | (1) | | (1) | | (2) | | — | | (30) | |
Investment and servicing expense (income) | | (12) | | — | | — | | 32 | | 204 | | — | | — | | — | |
Depreciation and amortization | | 5,928 | | 8,242 | | 6,298 | | 8,912 | | 6,421 | | 10,259 | | 6,605 | | 6,603 | |
Compensation expense—equity-based | | 4,527 | | 4,673 | | 1,837 | | 1,533 | | 655 | | 189 | | 682 | | 589 | |
Compensation expense—carried interest and incentive | | 25,921 | | 31,736 | | 8,266 | | (33) | | 994 | | 912 | | — | | — | |
Administrative expenses—straight-line rent | | 75 | | 74 | | 50 | | (2) | | (1) | | 14 | | 16 | | 16 | |
Administrative expenses—placement agent fee | | 880 | | 3,069 | | 6,959 | | 59 | | 1,202 | | — | | — | | — | |
Incentive/performance fee income | | (5,720) | | (1,313) | | (4,489) | | — | | — | | — | | — | | — | |
Equity method (earnings) losses | | (31,608) | | (59,196) | | (11,203) | | 195 | | (6,744) | | (6,394) | | (277) | | (3) | |
Other (gain) loss, net | | (52) | | (461) | | (119) | | (165) | | (102) | | (32) | | 8 | | (47) | |
Income tax (benefit) expense | | 1,852 | | 3,089 | | 2,236 | | 7 | | (757) | | 144 | | (151) | | 393 | |
Digital IM FRE / Adjusted EBITDA | | $ | 32,484 | | $ | 31,435 | | $ | 25,621 | | $ | 18,200 | | $ | 4,573 | | $ | 8,889 | | $ | 9,307 | | $ | 10,050 | |
| | | | | | | | | |
| | 4Q21 | 3Q21 | 2Q21 | 1Q21 | 4Q20 | 3Q20 | 2Q20 | 1Q20 |
Digital Operating net income (loss) from continuing operations | | (83,909) | | (71,822) | | (10,850) | | (64,260) | | (53,591) | | (38,795) | | (21,262) | | (18,415) | |
Adjustments: | | | | | | | | | |
Interest expense | | 35,144 | | 29,839 | | 29,272 | | 31,133 | | 41,815 | | 18,589 | | 8,170 | | 9,402 | |
Income tax (benefit) expense | | (1,941) | | 1,922 | | (66,788) | | (12,268) | | (6,967) | | (6,091) | | (2,673) | | (5,730) | |
Depreciation and amortization | | 126,436 | | 120,458 | | 126,227 | | 122,220 | | 78,554 | | 73,032 | | 28,571 | | 30,031 | |
EBITDAre: | | $ | 75,730 | | $ | 80,397 | | $ | 77,861 | | $ | 76,825 | | $ | 59,811 | | $ | 46,735 | | $ | 12,806 | | $ | 15,288 | |
Straight-line rent expenses and amortization of above- and below-market lease intangibles | | 370 | | 482 | | (98) | | (399) | | (2,607) | | (2,106) | | 1,837 | | (338) | |
Compensation expense—equity-based | | 1,918 | | 308 | | 308 | | 308 | | 728 | | 148 | | 296 | | — | |
Installation services | | 2,097 | | (4,058) | | 576 | | 880 | | 429 | | (65) | | 493 | | 289 | |
Transaction, restructuring & integration costs | | 3,188 | | 4,042 | | 2,999 | | 4,670 | | 1,155 | | 420 | | 1,021 | | 748 | |
Other gain/loss, net | | 1,226 | | (285) | | 349 | | — | | 200 | | 46 | | — | | — | |
Digital Operating Adjusted EBITDA | | $ | 84,529 | | $ | 80,886 | | $ | 81,995 | | $ | 82,284 | | $ | 59,716 | | $ | 45,178 | | $ | 16,453 | | $ | 15,987 | |
| | | | | | | | | | | |
DigitalBridge | Supplemental Financial Report | | 23 | |
| | |
Reconciliations of Core FFO, AFFO and Adjusted EBITDA to Net Income (Loss) |
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
($ in thousands) | | 4Q21 | 3Q21 | 2Q21 | 1Q21 | 4Q20 | 3Q20 | 2Q20 | 1Q20 |
Net income (loss) attributable to common stockholders | | $ | (20,686) | | $ | 41,036 | | $ | (141,260) | | $ | (264,806) | | $ | (140,575) | | $ | (205,784) | | $ | (2,042,790) | | $ | (361,633) | |
Net income (loss) attributable to noncontrolling common interests in Operating Company | | (1,946) | | 4,311 | | (14,980) | | (27,896) | | (15,411) | | (22,651) | | (225,057) | | (39,601) | |
Net income (loss) attributable to common interests in Operating Company and common stockholders | | (22,632) | | 45,347 | | (156,240) | | (292,702) | | (155,986) | | (228,435) | | (2,267,847) | | (401,234) | |
| | | | | | | | | |
Adjustments for FFO: | | | | | | | | | |
Real estate depreciation and amortization | | 133,813 | | 126,494 | | 150,458 | | 184,762 | | 136,245 | | 162,705 | | 131,722 | | 130,523 | |
Impairment of real estate | | (40,732) | | (8,210) | | 242,903 | | 106,077 | | 31,365 | | 142,767 | | 1,474,262 | | 308,268 | |
Gain from sales of real estate | | (197) | | (514) | | (2,969) | | (38,102) | | (26,566) | | (12,332) | | 4,919 | | (7,933) | |
Less: Adjustments attributable to noncontrolling interests in investment entities | | (89,727) | | (95,512) | | (162,021) | | (188,496) | | (79,874) | | (146,905) | | (329,601) | | (82,329) | |
FFO | | $ | (19,475) | | $ | 67,605 | | $ | 72,131 | | $ | (228,461) | | $ | (94,816) | | $ | (82,200) | | $ | (986,545) | | $ | (52,705) | |
| | | | | | | | | |
Additional adjustments for Core FFO: | | | | | | | | | |
Adjustment to BRSP cash dividend | | (28,243) | | 9,478 | | (40,165) | | 55,648 | | (22,999) | | (18,207) | | 328,222 | | (86,213) | |
Equity-based compensation expense | | 19,416 | | 9,038 | | 11,642 | | 19,299 | | 8,288 | | 7,879 | | 10,152 | | 8,732 | |
Straight-line rent revenue and expense | | (1,986) | | (1,925) | | (2,309) | | 17,225 | | (6,403) | | (6,281) | | (5,240) | | (2,025) | |
Amortization of acquired above- and below-market lease values, net | | (333) | | (172) | | (1,498) | | 6,005 | | (1,229) | | (1,440) | | (531) | | (3,519) | |
Debt prepayment penalties and amortization of deferred financing costs and debt premiums and discounts | | 36,685 | | 7,651 | | 10,196 | | 45,627 | | 25,034 | | 4,296 | | 10,080 | | 15,049 | |
Non-real estate fixed asset depreciation, amortization and impairment | | 13,324 | | 13,616 | | 19,996 | | 20,563 | | 4,885 | | 12,754 | | 13,390 | | 13,253 | |
Restructuring and transaction-related charges | | 29,977 | | 19,501 | | 5,174 | | 34,482 | | 21,887 | | 13,044 | | 8,864 | | 15,568 | |
Non-real estate (gains) losses, excluding realized gains or losses of digital assets within the Corporate and Other segment | | (52,611) | | 11,319 | | (151,773) | | 267,812 | | 193,948 | | 84,995 | | 740,038 | | 85,124 | |
Net unrealized carried interest | | (7,375) | | (27,953) | | (6,485) | | 189 | | (5,734) | | (5,170) | | 801 | | 9,230 | |
Preferred share redemption (gain) loss | | 2,127 | | 2,865 | | — | | — | | — | | — | | — | | — | |
Deferred taxes and tax effect on certain of the foregoing adjustments | | 8,195 | | 1,663 | | (42,536) | | (17,657) | | (8,764) | | (7,917) | | (3,092) | | (6,062) | |
Less: Adjustments attributable to noncontrolling interests in investment entities | | (15,423) | | 12,438 | | 146,687 | | (218,328) | | (143,262) | | (38,042) | | (182,607) | | 3,017 | |
Less: Core FFO from discontinued operations | | 11,467 | | (123,075) | | (25,874) | | (12,391) | | 4,025 | | 5,579 | | 37,218 | | (31,128) | |
Core FFO | | $ | (4,255) | | $ | 2,049 | | $ | (4,814) | | $ | (9,987) | | $ | (25,140) | | $ | (30,710) | | $ | (29,250) | | $ | (31,679) | |
Recurring capital expenditures | | $ | (1,097) | | $ | (1,349) | | $ | (764) | | $ | (226) | | $ | (233) | | $ | (300) | | $ | (220) | | $ | (275) | |
AFFO | | $ | (5,352) | | $ | 700 | | $ | (5,578) | | $ | (10,213) | | $ | (25,373) | | $ | (31,010) | | $ | (29,470) | | $ | (31,954) | |
| | | | | | | | | | | |
DigitalBridge | Supplemental Financial Report | | 24 | |
| | |
Reconciliations of Core FFO, AFFO and Adjusted EBITDA to Net Income (Loss) |
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
($ in thousands) | | 4Q21 | 3Q21 | 2Q21 | 1Q21 | 4Q20 | 3Q20 | 2Q20 | 1Q20 |
Core FFO | | $ | (4,255) | | $ | 2,049 | | $ | (4,814) | | $ | (9,987) | | $ | (25,140) | | $ | (30,710) | | $ | (29,250) | | $ | (31,679) | |
Less: Earnings of equity method investments | | (6,441) | | (5,784) | | (6,216) | | (4,440) | | — | | — | | — | | (13,320) | |
Plus: Preferred dividends | | 16,139 | | 17,456 | | 18,516 | | 18,516 | | 18,516 | | 18,516 | | 18,516 | | 19,474 | |
Plus: Core interest expense(1) | | 13,775 | | 14,160 | | 11,834 | | 12,387 | | 11,972 | | 12,234 | | 12,625 | | 10,393 | |
Plus: Core tax expense(1) | | 631 | | (12,638) | | (8,224) | | (5,613) | | (9,974) | | (5,310) | | (6,536) | | 555 | |
Plus: Non pro-rata allocation of income (loss) to NCI | | 231 | | 231 | | 223 | | 201 | | 201 | | (751) | | — | | — | |
Plus: Placement fees | | 603 | | 2,102 | | 4,767 | | 40 | | 823 | | — | | — | | — | |
Less: Net realized carried interest, incentive fees, and other adjustments to Fee Related Earnings | | (1,092) | | (7) | | (1,565) | | 11 | | 140 | | 248 | | (549) | | (173) | |
Plus: Digital Operating installation services, transaction, investment and servicing costs | | 1,366 | | 53 | | 856 | | 1,423 | | 1,018 | | 254 | | (42) | | 162 | |
Adjusted EBITDA (DBRG OP Share) | | $ | 20,957 | | $ | 17,622 | | $ | 15,377 | | $ | 12,538 | | $ | (2,444) | | $ | (5,519) | | $ | (5,236) | | $ | (14,588) | |
Notes:
(1) Excludes components that are included in adjustments for Core FFO.
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DigitalBridge | Supplemental Financial Report | | 25 | |
Assets Under Management (“AUM”)
Assets owned by the Company’s balance sheet and assets for which the Company and its affiliates provide investment management services, including assets for which the Company may or may not charge management fees and/or performance allocations. Balance sheet AUM is based on the undepreciated carrying value of digital investments and the impaired carrying value of non digital investments as of the report date. Investment management AUM is based on the cost basis of managed investments as reported by each underlying vehicle as of the report date. AUM further includes uncalled capital commitments, but excludes DBRG OP’s share of non wholly-owned real estate investment management platform’s AUM. The Company's calculations of AUM may differ from the calculations of other asset managers, and as a result, this measure may not be comparable to similar measures presented by other asset managers.
Contracted Revenue Growth (“Bookings”)
The Company defines Bookings as either (1) a new data center customer contract for new or additional services over and above any services already being provided as well as (2) an increase in contracted rates on the same services when a contract renews. In both instances a booking is considered to be generated when a new contract is signed with the recognition of new revenue to occur when the new contract begins billing.
Churn
The Company calculates Churn as the percentage of MRR lost during the period divided by the prior period’s MRR. Churn is intended to represent data center customer contracts which are terminated during the period and not renewed.
DigitalBridge Operating Company, LLC (“DBRG OP”)
The operating partnership through which the Company conducts all of its activities and holds substantially all of its assets and liabilities. DBRG OP share excludes noncontrolling interests in investment entities.
Fee-Earning Equity Under Management (“FEEUM”)
Equity for which the Company and its affiliates provides investment management services and derives management fees and/or performance allocations. FEEUM generally represents the basis used to derive fees, which may be based on invested equity, stockholders’ equity, or fair value pursuant to the terms of each underlying investment management agreement. The Company's calculations of FEEUM may differ materially from the calculations of other asset managers, and as a result, this measure may not be comparable to similar measures presented by other asset managers.
Recurring Capital Expenditures
Represents capitalized expenditures including recurring maintenance repairs and improvements necessary to preserve the value of and maintain the functionality of the property, which are not expected to generate incremental revenue.
Non-recurring Capital Expenditures
Represents capitalized expenditures including major capital improvements for expansions, transformations and incremental improvements to the operating portfolio intended to result in increased revenues and Adjusted EBITDA at the property.
Max Critical I.T. Square Feet
Amount of total rentable square footage.
Monthly Recurring Revenue (“MRR”)
The Company defines MRR as revenue from ongoing services that is generally fixed in price and contracted for longer than 30 days.
UPB: Unpaid Principal Balance
% Utilization Rate: Amount of leased square feet divided by max critical I.T. square feet.
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DigitalBridge | Supplemental Financial Report | | 26 | |
digitalbridge_4q21earnin
1 EARNINGS PRESENTATION 4Q 2021 F e b r u a r y 2 4 , 2 0 2 2
2 This presentation may contain forward-looking statements within the meaning of the federal securities laws, including statements relating to (i) our strategy, outlook and growth prospects; (ii) our operational and financial targets and (iii) general economic trends and trends in our industry and markets. Forward-looking statements relate to expectations, beliefs, projections, future plans and strategies, anticipated events or trends and similar expressions concerning matters that are not historical facts. In some cases, you can identify forward-looking statements by the use of forward-looking terminology such as “may,” “will,” “should,” “expects,” “intends,” “plans,” “anticipates,” “believes,” “estimates,” “predicts,” or “potential” or the negative of these words and phrases or similar words or phrases which are predictions of or indicate future events or trends and which do not relate solely to historical matters. You can also identify forward-looking statements by discussions of strategy, plans or intentions. Forward-looking statements involve known and unknown risks, uncertainties, assumptions and contingencies, many of which are beyond the Company’s control, and may cause the Company’s actual results to differ significantly from those expressed in any forward-looking statement. Factors that might cause such a difference include, without limitation, the duration and severity of the current novel coronavirus (COVID-19) pandemic, the impact of the COVID-19 pandemic on the global market, economic and environmental conditions generally and in the digital and communications technology and investment management sectors; the effect of COVID- 19 on the Company's operating cash flows, debt service obligations and covenants, liquidity position and valuations of its real estate investments, as well as the increased risk of claims, litigation and regulatory proceedings and uncertainty that may adversely affect the Company; our status as an owner, operator and investment manager of digital infrastructure and real estate and our ability to manage any related conflicts of interest; our ability to obtain and maintain financing arrangements, including securitizations, on favorable or comparable terms or at all; the impact of initiatives related to our digital transformation, including the strategic investment by Wafra and the formation of certain other investment management platforms, on our growth and earnings profile and our REIT status; whether we will realize any of the anticipated benefits of our strategic partnership with Wafra, including whether Wafra will make additional investments in our Digital IM and Digital Operating segments; our ability to integrate and maintain consistent standards and controls, including our ability to manage our acquisitions in the digital industry effectively; whether the sale of our Wellness Infrastructure segment currently under contract will close on time or at all; whether we will be able to effectively deploy the capital we have committed to capital expenditures and greenfield investments; the impact to our business operations and financial condition of realized or anticipated compensation and administrative savings through cost reduction programs; our ability to redeploy the proceeds received from the sale of our non-digital legacy assets within the timeframe and manner contemplated or at all; our business and investment strategy, including the ability of the businesses in which we have a significant investment (such as Brightspire Capital, Inc. (NYSE:BRSP)) to execute their business strategies; the trading price of BRSP shares and its impact on the carrying value of the Company's investment in BRSP, including whether the Company will recognize further other-than-temporary impairment on its investment in BRSP; performance of our investments relative to our expectations and the impact on our actual return on invested equity, as well as the cash provided by these investments and available for distribution; our ability to grow our business by raising capital for the companies that we manage; our ability to deploy capital into new investments consistent with our digital business strategies, including the earnings profile of such new investments; the availability of, and competition for, attractive investment opportunities; our ability to achieve any of the anticipated benefits of certain joint ventures, including any ability for such ventures to create and/or distribute new investment products; our ability to satisfy and manage our capital requirements; our expected hold period for our assets and the impact of any changes in our expectations on the carrying value of such assets; the general volatility of the securities markets in which we participate; changes in interest rates and the market value of our assets; interest rate mismatches between our assets and any borrowings used to fund such assets; effects of hedging instruments on our assets; the impact of economic conditions on third parties on which we rely; any litigation and contractual claims against us and our affiliates, including potential settlement and litigation of such claims; our levels of leverage; adverse domestic or international economic conditions, including those resulting from the COVID-19 pandemic the impact of legislative, regulatory and competitive changes; whether we will elect to maintain our qualification as a real estate investment trust for U.S. federal income tax purposes and our ability to do so; our ability to maintain our exemption from registration as an investment company under the Investment Company Act of 1940, as amended; changes in our board of directors or management team, and availability of qualified personnel; our ability to make or maintain distributions to our stockholders; our understanding of our competition; and other risks and uncertainties, including those detailed in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2020 and Quarterly Report on Form 10-Q for the quarters ended March 31, 2021, June 30,2021, and September 30, 2021, each under the heading “Risk Factors,” as such factors may be updated from time to time in the Company’s subsequent periodic filings with the U.S. Securities and Exchange Commission (“SEC”). All forward-looking statements reflect the Company’s good faith beliefs, assumptions and expectations, but they are not guarantees of future performance. Additional information about these and other factors can be found in the Company’s reports filed from time to time with the SEC. The Company cautions investors not to unduly rely on any forward-looking statements. The forward-looking statements speak only as of the date of this press release. The Company 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 the Company does not intend to do so. The Wellness infrastructure sale is anticipated to close by end of February 2022 and is subject to customary closing conditions. We can provide no assurance that it will close on the timing anticipated or at all. This presentation is for informational purposes only and does not constitute an offer to sell or a solicitation of an offer to buy any securities of the Company. This information is not intended to be indicative of future results. Actual performance of the Company may vary materially. The appendices herein contain important information that is material to an understanding of this presentation and you should read this presentation only with and in context of the appendices. CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
3 AGENDA 1. 2021 Year in Review 2. Financial Results 3. 2022 The Year Ahead 4. Wrap-Up 5. Q&A
4 1 2021 YEAR IN REVIEW
5 2021 A YEAR OF RESULTS CEO 2021 Checklist Finished The Mission (Rotation To Digital) 100% rotated, ahead of plan Enhanced Corporate Capitalization Successful Rebrand to DigitalBridge (DBRG) DBRG is the Partner of Choice to institutional capital in the sector DBPII exceeded original target closing $8.3B Total net FEEUM growth across platform over $5.5B Invest In High Quality Digital DBP II with 8 platform investments, building actively on a global basis DBRG rapidly scaled, +50% asset base to $45B digital AUM, consolidating position in Europe and expanded to Asia Fast-growing Digital Infrastructure Platform
6 2021 YEAR IN REVIEW – FINISHED THE MISSION In 2021, new management finished successfully rotating over $78B in AUM, completing its ‘diversified to digital’ transformation in less than three years. As we ‘finished the mission’, we relaunched as DigitalBridge - the leading global digital infrastructure firm. ASSET ROTATION DigitalBridge is the Infrastructure Partner to the Digital Economy DIVERSIFIED TO DIGITAL (2019-2021) $7B $1B New management has led a significant transformation aligning the company with powerful secular tailwinds supporting the growth in global connectivity (1) Wellness Infrastructure segment is currently under contract and expected to close 1Q22; The sale of our wellness infrastructure segment is subject to customary closing conditions. We can provide no assurance that it will close on the timing anticipated or at all. Healthcare Real Estate Industrial Real Estate Hospitality Real Estate BrightSpire Management Other Equity and Debt Legacy Invest. Management $78+ Billion Harvest Legacy Invest in Digital New Management New Board Digital & Diverse Debt Reduction 100% DIGITAL FOCUS Female 2021 Board Diversity 2019 Board Diversity Male Female/ Ethnic Minorities Male Xenith IG
7 LEGACY ASSET SALES – FUELING THE NEXT PHASE DigitalBridge completed the announced internalization of Brightspire (fka Colony Credit Real Estate) for which DigitalBridge received $102M. Subsequent to the internalization, DBRG sold 9.5M shares generating ~$82M in net proceeds DigitalBridge completed the sale of the majority of its Other Equity and Debt portfolio to Fortress Investment Group LLC DigitalBridge anticipates closing the sale of the Wellness Infrastructure portfolio to Highgate by end of February 2022, $316M of total proceeds consisting of $126M cash consideration and $190M of interest bearing notes December 2021 DigitalBridge sold six hospitality portfolios to Highgate and an affiliate of Cerberus Management, L.P. March 2021 Hospitality May 2021 $67M September 20211) Wellness Infrastructure $316M The key focus of legacy asset monetizations has been to harvest capital to fuel the next phase of our strategic roadmap. The monetization program has been executed faster than originally anticipated, generated the capital originally forecast and has been completed during an unprecedented pandemic. In 2021, we generated $1.2B of Legacy monetizations, bringing the total to $1.9B. Throughout 2021, DigitalBridge completed the disposition of multiple Other Equity & debt positions to various parties Other Equity & Debt (OED) $507M Various 2021 ~$150M Brightspire $184M $184M $316M $67M 2021 Monetizations Pre-2021 +$ .2B 2021 Net Proceeds (1) Wellness Infrastructure sale anticipated to close by end of 1Q22
8 2021 CAPITAL FORMATION HIGHLIGHTS – DBP II In 2021, DigitalBridge reaffirmed its position as the partner of choice to institutional investors looking to build exposure to the resilient, growing digital infrastructure asset class with the successful closing of DBPII at $8.3B, 30% ahead of its original target. LARGEST DEDICATED DIGITAL INFRASTRUCTURE INVESTMENT PLATFORM Successful fundraise around our core mandate Established as the preferred partner of choice Strong participation from existing DBP I investors and industry- leading new logos; 4 of 5 largest global infra investors are LPs Already committed across 8 new platform investments in the Americas, Europe & Asia DBP II Original Target: $6.0B Raised: $8.3B Fund Size: 2x DBP I Closed: December 31, 2021 Regions: Americas, Europe, Asia Fund Total Commitments DBPII Fundraising Launch July 2020 February 2021 June 2021 Final Closing December 2021 For illustrative purpose only. Not to scale $6.6B $4.2B DBP II Fundraising Exceeds $6.0B Target DBP II First Close 18 MONTHS FROM START TO FINISH
9 During 2021 we continued to source attractive investments and grow our digital asset base, exceeding $45B in assets. Our investor- operator model allows us to quickly transform and scale DBRG portfolio companies. DIGITALBRIDGE WAS VERY ACTIVE IN 2021 WITH A 50%+ INCREASE IN AUM DigitalBridge and Columbia Capital to acquire fiber assets in Singapore and Hong Kong from Superloop DigitalBridge announced hyperscale expansion of Vantage SDC Platform with the acquisition of CA22 DigitalBridge completes acquisition of controlling stake in Vertical Bridge, largest private tower operator in U.S., 8,000+ macros Vantage expands into Asia, with acquisitions of Agile Data Centers and PCCW data centers, bringing assets in Tokyo, Osaka, Melbourne, Hong Kong and Kuala Lumpur Asia Pacific hyperscale platform DigitalBridge acquired leading Hong Kong-based data center business with significant expansion capacity DigitalBridge launched tower platform in Southeast Asia - EdgePoint June 2021 EdgePoint reaches a 10,000+ site portfolio across Indonesia and Malaysia September 2021 October 2021 June 2021 September 2021 October 2021 September 2021 D A T A C E N T E R S DigitalBridge’s DataBank to Acquire Houston-Area Data Centers From CyrusOne DigitalBridge establishes tower company IslandsTurnar in Iceland December 2021 January 2022 AtlasEdge Increases to 100+ sites with Acquisition of twelve Colocation Sites from Colt Data Centre Services DigitalBridge and Liberty Global launch JV to develop edge data center platform in Europe, AtlasEdge June 2021 October 2021 June 2021 DigitalBridge completes acquisition of leader in the indoor wireless digital infrastructure sector DigitalBridge cornerstone investor of Vantage Towers IPO March 2021 INVESTMENT MANAGEMENT – (DBP II) DIGITAL OPERATING +50% Increase $29B AUM (4Q20) $45B AUM June 2021 DigitalBridge completes acquisition of Landmark Dividend a digital real estate company * *subject to closing in 1Q22 Xenith IG
10 2020 Digital Infra Head Count - 79 During 2021 DigitalBridge continued to build the team, reinforcing our position as the leading global digital infrastructure firm. Digital board members Senior executives Operating partners/Advisors Significant office expansions Expanding global investment footprint DigitalBridge Continues Expanding Its Lead And Building The Franchise. 100+ Dedicated Professionals OUR ORGANIZATION PEOPLE CREATE ALPHA…THIS IS OUR INVESTMENT IN THE FUTURE Board Members Josh Joshi Chairman AtlasEdge Investment Management Latifa Tefridj-Gaillard Managing Director, Head of Capital Formation - Europe Capital Formation Michael Bucey Operating Partner DigitalBridge Core Peter Hopper Managing Director Matt Evans Managing Director, Head of Europe Ventures Alexandre Villela Senior Vice President Operating Partners / Senior Advisors Giuliano di Vitantonio Chief Executive Officer AtlasEdge Mike Finley Chief Executive Officer Boingo Wireless Steve Smith Chief Executive Officer Zayo Tim Brazy Chief Executive Officer Landmark Dividend + 22 Global Digital Infra Professionals in 2021 Gregory J. McCray J. Braxton Carter Sháka Rasheed Suresh Sidu Chief Executive Officer EdgePoint Christopher Falzon Managing Director North American Capital Formation
11 2 2021 FINANCIAL RESULTS
12 4Q 2021 FINANCIAL OVERVIEW NOTE: All $ in millions except per share & AUM 4Q20 3Q21 4Q21 Y/Y% Consolidated Revenues $25.2 $53.8 $59.9 +137% Consolidated FRE $4.6 $31.4 $32.5 +610% DBRG Pro-Rata Share of Revenue $17.4 $37.0 $39.9 +130% DBRG Pro-Rata Share of FRE $2.1 $20.7 $21.5 +948% Consolidated Revenues $127.5 $195.0 $189.9 +49% Consolidated Adjusted EBITDA $59.7 $80.9 $84.5 +42% DBRG Pro-Rata Share of Revenue $21.0 $33.8 $32.5 +54% DBRG Pro-Rata Share of Adjusted EBITDA $9.6 $13.6 $14.2 +48% TOTAL COMPANY 4Q20 3Q21 4Q21 Y/Y% Consolidated Revenues $155.4 $252.2 $255.9 +65% DBRG OP Share of Revenues $34.8 $73.6 $77.9 +124% Net Income (DBRG Shareholder) ($140.6) $41.0 ($20.7) Per Share ($0.30) $0.08 ($0.04) Adjusted EBITDA (DBRG OP Share) ($2.4) $17.6 $21.0 AFFO ($25.4) $0.7 ($5.4) Per Share ($0.05) $0.00 ($0.01) Digital AUM ($B) $30.0 $37.8 $45.3 +51% DIGITAL INVESTMENT MANAGEMENT (IM) DIGITAL OPERATING DigitalBridge finished the year on a strong note, with Adjusted EBITDA up significantly YoY as well as prior quarter. Digital IM continued to see strong growth driven by the successful fundraising for DBP II, which officially closed at $8.3B in December; New acquisitions and organic growth continued to fuel Digital Operating earnings.
13 2021 YEAR END FINANCIAL OVERVIEW NOTE: All $ in millions except per share & AUM 2020 2021 Y/Y% Consolidated Revenues $85.8 $191.7 +123% Consolidated FRE $32.8 $107.7 +228% DBRG Pro-Rata Share of Revenue $71.6 $131.8 +84% DBRG Pro-Rata Share of FRE $27.7 $71.3 +157% Consolidated Revenues $313.3 $763.2 +144% Consolidated Adjusted EBITDA $137.3 $329.7 +140% DBRG Pro-Rata Share of Revenue $54.3 $131.6 +143% DBRG Pro-Rata Share of Adjusted EBITDA $23.0 $55.6 +141% TOTAL COMPANY 2020 2021 Y/Y% Consolidated Revenues $416.4 $965.8 +132% DBRG OP Share of Revenues $136.8 $272.2 +99% Net Income (DBRG Shareholder) ($2,750.8) ($385.7) Per Share ($5.81) ($0.78) Adjusted EBITDA (DBRG OP Share) ($27.8) $66.5 AFFO ($117.8) ($20.4) Per Share ($0.22) ($0.04) Digital AUM ($B) $30.0 $45.3 +51% DIGITAL INVESTMENT MANAGEMENT (IM) DIGITAL OPERATING Strong growth in revenue and earnings at both digital business segments drove significant improvement in financial results in 2021. In addition to doubling revenue, Adjusted EBITDA turned positive as the business continued to scale.
14 DIGITAL EARNINGS SUMMARY (1) Includes Digital Operating and Digital Investment Management segments. Excludes Corporate and Other segment. (2) Digital IM includes $8.1M and $11.7M in 4Q21 and 3Q21, respectively, of catch-up fees earned, which are customary fees paid on newly raised 3rd party capital as if it were raised on the first closing date Digital Revenues were $250M in 4Q21, driven by increased investment management fees earned on new capital raised for DBP II, full quarter contribution from acquisitions at Digital Operating and organic growth. Consolidated Digital FRE / Adjusted EBITDA increased to $117M during 4Q21, due to contribution margin from additional Digital IM and Digital Operating revenue. Combined margin continued to increase as margins scaled in both segments. $5 $20 $25 $60 $81 $85 $64 $112 $117 42% 45% 47% 4Q20 3Q21 4Q21 Digital IM Digital Operating Combined Margin $25 $42 $52 $128 $195 $190 $153 $249 $250 4Q20 3Q21 4Q21 Digital IM Digital Operating Consolidated Digital FRE / Adjusted EBITDA(1)Consolidated Digital Revenues(1) ($ in millions) ($ in millions) Y/Y 69% 69% 69% 16% 17% 17% DBRG % Digital IM Digital Operating 69% 69% 69% 15% 17% 17% Y/Y Digital IM - 1x Items 2 2 2 2 $54 $60 $31 $33 2
15 $36M $34M $62M $84M $131M $131M $132M $138M $13M $13M $28M $39M $56M $55M $56M $60M 1Q20 2Q20 3Q20 4Q20 1Q21 2Q21 3Q21 4Q21 Annualized Revenue Annualized EBITDA STABILIZED GROWTH Digital IM and Digital Operating divisions have continued to grow consistently with ‘lower left to upper right trajectory’. Driven primarily by strong fundraising in the DBP and Co-Investment vehicles, annualized revenue in the IM segment has grown consistently since 1Q20 Continued growth in Digital Operating driven primarily by successful M&A at Vantage SDC and DataBank CONSOLIDATED INCLUDES 31.5% MINORITY INTEREST EXCLUDES 1X ITEMS DBRG SHARE 100% ATTRIBUTABLE TO DBRG Investment Management Digital Operating 1 (1) Figures adjusted to reflect increase in ownership to 22% from 20%, following acquisition of additional interest from minority shareholder in February 2022 $76M $79M $85M $100M $124M $137M $155M $175M $40M $38M $40M $41M $62M $70M $79M $97M 1Q20 2Q20 3Q20 4Q20 1Q21 2Q21 3Q21 4Q21 Annualized Revenue Annualized FRE
16 CORPORATE CLEAN UP Since new management assumed leadership 18 months ago with a commitment to de-lever, debt has come down from $6.7B to $1.4B, an 80% reduction. Hotel Sale Other Equity & Debt Sale Wellness Infra Sale Digital Acquisitions (1) NEW LOWER DBRG BORROWING COSTS LONGER-DURATION FINANCING: Revolving variable funding notes (VFN) replace revolver, extending maturity from early 2022 to late 2026 FIRST DIGITALBRIDGE INVESTMENT GRADE RATING: Class A-2 Notes received a BBB rating from Kroll Bond Rating Agency Swapping LEGACY financing with new lower-cost DBRG borrowing… MORE TO COME -$150M 7.5%Preferred Stock Securitized Term Notes 3.9% +$150M >300bps savings (1) Excludes $400M temporary revolver draw.
17 $33 $79 $120 2020 2021 2022E INTRODUCING 2022 GUIDANCE Digital IM DigitalBridge expects Digital IM FRE to continue strong growth trajectory, with midpoint FRE guidance of $120M, up over 50%, normalized for 1x catch-up fees in 2021. * $120 Guidance Midpoint $108 As Reported 1x Catchup Fees1 Digital Operating 52% YoY Normalized Digital Operating segment growth driven by new capital deployments and organic lease-up at DataBank and Vantage SDC platforms. $23 $56 $70 2020 2021 2022E 26% YoY FRE (Consolidated) Adjusted EBITDA (DBRG OP Share) Note: There can be no assurance that actual amounts will not be materially higher or lower than these expectations. Readers should refer to the discussion in the Cautionary Statement Regarding Forward-Looking Statements section at the beginning of this presentation. (1) Customary fees paid on newly raised 3rd party capital raised for DBP II as if it were raised on the first closing date
18 2022 2023 2025 ($ in Millions) NEW Previous Update Previous Update Digital IM Fee Revenue $190 - $200M $180 - $230M $220 - $260M $240 - $300M $270 - $330M Digital IM FRE (earnings) $115 - $125M $110 - $140M $130 - $160M $140 - $200M $165 - $215M Average (mid) / Ending FEEUM (Implied) $21B / $22-23B $22B / $20-25B $25B / $26-28B $28B / $24-30B $32B / $34-38B Digital Operating Revenue (DBRG Share) $170 - $175M $400 - $500M N/C $500 - $600M N/C Digital Operating EBITDA (DBRG Share) $68 - $72M $175 - $225M $225 - $275M Digital Operating Maint. Capex (DBRG Share) $8 - $10 Corp. & Other EBITDA (% of total revenue) (13% - 14%) Interest Expense (DBRG Share) $55 - $60 GUIDANCE UPDATES 18 $240 mid-point $300 mid-point $145 mid-point $190 mid-point $450 mid-point $200 mid-point $205 mid-point $270 mid-point $125 mid-point $170 mid-point $550 mid-point $250 mid-point $195 mid-point $120 mid-point $172.5 mid-point $70 mid-point Increased Digital IM guidance driven by outperformance in 2021, increased confidence in robust digital infrastructure fundraising environment, and larger TAM associated with ‘Full Stack’ approach to Digital Infrastructure. Digital Operating Revenue $915 - $945M Digital Operating EBITDA $375 - $400M Consolidated Operating Guidance Note: There can be no assurance that actual amounts will not be materially higher or lower than these expectations. Readers should refer to the discussion in the Cautionary Statement Regarding Forward-Looking Statements section at the beginning of this presentation.
19 3 2022: The Year Ahead
20 KEY GLOBAL FACTORS IN THE YEAR AHEAD Macro Environment Secular Backdrop DIGITAL INFRASTRUCTURE : Global Investors See Resilient & Growing Demand Emerging Use Cases – AI, IOT, 5G Global Webscalers Ramping Capex Secular Tailwinds Behind Mobile/ Internet Connectivity DigitalBridge is well positioned for an evolving macro environment with a resilient business profile benefiting from strong secular tailwinds and one of the strongest capex cycles in a generation. 5G Deployments in Developed Markets INFLATION INTEREST RATESGEOPOLITICSSUPPLY CHAIN Impacts: Higher construction materials costs, increased wages; N. America/W. Europe Mitigants: • Development yields are stable with contract pricing flowthroughs • Asset values rise with inflation • Digital Infra has low labor intensity Impacts: European energy prices – European data center vertical Mitigants: • Power costs are real time pass-through to customers in hyperscale • Business disruption risks - DBRG portcos are all based in Western Europe, no Ukraine/Russia exposure Excess Capital in global financial system Impacts: Portco / Corporate borrowing costs Mitigants: • 100% of corporate debt is fixed rate; 83% of Digital Operating debt is fixed rate • Diversified portfolio with prudent portfolio leverage Trending higher back to normalized levels Impacts: Construction delays for selected / specialty parts Mitigants: • Mission-critical nature of digital infra has kept disruptions to minimum • Scale significantly reduced supply chain and labor bottlenecks • Longstanding contractor relationships • Global procurement and modular designs • Expect limited disruptions to ease
21 DBRG 2022 THEMATIC…TIME TO BUILD With The Transition complete1…it’s TIME TO BUILD, working with 4 key DigitalBridge constituents. We believe this will be a key catalyst for new proprietary deals, continued strong capital formation, and continuing to extend our ecosystem. “Follow the Logos” our guiding principle has always driven the business More proprietary deals More ‘unlock’ opportunities More converged solutions Supporting the continued growth of our existing portfolio is our key alpha generator We plan to commit $7.8 billion towards growth capital in 2022…shovels in the ground Collaborating with our portfolio companies to develop new tuck-in acquisitions WFH has changed our schedules, but ‘in- person’ matters! Team collaboration (ideas, strategy, asset mgmt) Continuing to build and expand the reach of our organization Culture – developing the next generation of talent Re-connecting with investors reinforces DBRG as the Partner of Choice for institutional investors We believe Investors remain under-allocated to digital infra Investors are enthusiastic about our new capabilities 2022 will be about extending into new verticals: Credit, Core, Ventures CUSTOMERS PORT-CO'S ORGANIZATION CAPITAL (1) Wellness Infrastructure segment is currently under contract and expected to close 1Q22; The sale of our Wellness Infrastructure segment is subject to customary closing conditions. We can provide no assurance that it will close on the timing anticipated or at all.
22 DIGITAL INVESTMENT MANAGEMENT CONTINUES TO SCALE DigitalBridge is focused on extending its franchise in key adjacent digital infrastructure verticals, including: Credit, Core, and Ventures. New Strategies CREDIT Ability To Leverage Existing Relationships Strong Investor Interest Big TAM Proprietary Deal Flow Assessed The Opportunity FOLLOWED THE DIGITALBRIDGE PLAYBOOK: Built The Team Developed The Strategy… CORE 2019 2020 2021 2022 $18.3B DBP II closed at $8.3 Billion DBP I $12.8B $6.8B DBP II DBH Co-Invest Liquid WHAT WE LOOKED FOR:Continuing to Rapidly Scale our Digital IM Platform $22B+ FEEUM in ‘22 VENTURES …Time to Form the Capital! $22B+ Note: There can be no assurance that actual amounts will not be materially higher or lower than these expectations. Readers should refer to the discussion in the Cautionary Statement Regarding Forward-Looking Statements section at the beginning of this presentation.
23 2022: A FULL STACK DIGITAL INFRASTRUCTURE MANAGER ‘Full stack’ approach to Digital Infrastructure allows DigitalBridge the ability to invest, operate and capitalize on $400+ billion of anticipated annual global capex that enables us to pair capital to the right risk-adjusted opportunity. Ability To Leverage Existing Relationships Strong Investor Interest Big TAM Proprietary Deal Flow EQUITY CORE EQUITY LIQUID CREDIT VENTURES D ig ita lB rid ge C ap ita l S ta ck DBP I / DBP II RISK / RETURN SPECTRUM REQUIREMENTS Target Returns Ri sk
24 THE CREDIT OPPORTUNITY Institutional private credit portfolios are underexposed to key growth sectors in the economy. DigitalBridge is uniquely positioned as a value-add solution provider to companies in the digital ecosystem. Ability To Leverage Existing Relationships Strong Investor InterestBig TAM Proprietary Deal Flow Building exposure to Digital Infrastructure, the backbone of the growth economy, is a priority from investors as it embeds several levels of downside protection + attractive risk-adjusted returns U.S. LCD Leveraged Loan Index Growth Economy 43% Old Economy 57% S&P 500 Growth Economy 63% Old Economy 37% Dean Criares Managing Director DigitalBridge Credit Mike Zupon Senior Advisor William Lutkins Managing Director Credit Trading & Capital Markets Joshua Parrish Managing Director Structuring & Underwriting Chris Moon Managing Director Origination DigitalBridge Credit is managed by a team of seasoned professionals who have spent their careers sourcing, underwriting, executing and managing public and private credit portfolios PRIVATE CREDIT • Sector Focus: Digital Infrastructure, related services and enabling technologies • Financing Capabilities: First lien term loans, construction/delay-draw loans, unitranche, second lien term loans, mezzanine debt, holdco notes, preferred equity LIQUID CREDIT • Financing Capabilities: Primarily first lien term loans • Use of Proceeds: Primarily acquisitions, leveraged buyouts, and recapitalizations U.S. Leveraged Loan vs. Equity Allocation to the Growth & Old Economies THE OPPORTUNITY THE STRATEGY THE TEAM FINANCING THE GROWTH OF THE NEW ECONOMY Long history of working together spanning across 18 years $25bn AUM managed by credit team combined over their careers
25 THE CORE OPPORTUNITY A new vertical built to invest in long-duration, predictable-return strategies that leverage DigitalBridge’s global strategic customer relationships and deal sourcing capabilities. Long-duration contracts, inv-grade counterparties Cash-yield contribution Developed markets universe Lower risk/return profile Conservatively capitalized ‘Plug & Play’ Core/Core+ Asset Selection Criteria Fundraising Across Infrastructure Asset Class THE OPPORTUNITY THE STRATEGY THE TEAM 20+ years of experience Former Global Head of Digital Infrastructure, Co- Head of Europe at AMP Capital, since 2013 Prior 14 years at Macquarie Capital Advisors, Managing Director in EMEA TMT group. Matt Evans Managing Director, Head of Europe, Co-Head of Core Peter Hopper Managing Director, Co-Head of Core 25+ years experience Founder of DH Capital, leading digital infrastructure investment bank with over 190 M&A transaction totaling $30B+. Prior to DH, Founder/CEO of Duro Communications, largest private ISP/CLEC with 50+ acquisitions. New senior hires focused on capitalizing this opportunity Ability To Leverage Existing Relationships Strong Investor InterestBig TAM Proprietary Deal Flow Strong institutional investor interest in long-duration, predictable-return strategies Leading fund managers raised more capital for core/core+ strategies than value-add strategies (similar to our flagship funds) in the past five years Core/Core+ $189B Value-Add $152B (similar to DBP I/DBP II) HIGH QUALITY, DEFENSIBLE BUSINESSES AND ASSETS Source: Preqin
26 THE VENTURES OPPORTUNITY 5G / Next- Gen Networks Edge & Cloud Platforms Smart Cities & Smart Buildings Internet of Things (IoT) Digital Infrastructure The Physical Layer Consumption Layer Content & OTT Media Consumer Apps & Services Devices & Consumer Hardware Towers Small Cells Data Centers Edge Infra Fiber 25 years of experience Strong corporate VC experience, MD at Qualcomm Ventures/ Intel Capital 30+ deals, focused on digital infra domains. Led Qualcomm’s $200M 5G fund Alexandre Villela Senior Vice President, DigitalBridge Ventures Support market share gainers with strong business models run by solid mgmt. teams alongside top-tier VC investors THE OPPORTUNITY THE STRATEGY THE TEAM Ability To Leverage Existing Relationships Strong Investor InterestBig TAM Proprietary Deal Flow Deep domain expertise, market intelligence and a broad portfolio give DigitalBridge a unique edge to source, vet and invest in growth-stage companies across the emerging Digital Infrastructure Technology vertical. Build around core DigitalBridge strengths, design to deliver the industry’s key success factors Deep Specialization Tangible Value Proposition to Founders ‘De-Risk Transactions by Leveraging DBRG Ecosystem Digital Infrastructure Technology Layer FOCUSED ON EMERGING DIGITAL INFRA TECHNOLOGIES, LEVERAGING UNIQUE INSIGHTS
27 THE 2022 OPPORTUNITY ROADMAP AT DBRG NORTH AMERICA LATAM BUY BUILD Towers Data Centers Fiber Small Cells Edge Infrastructure vsBUY BUILD BUY BUILD Towers Data Centers Fiber Small Cells EUROPE ASIA BUY BUILD Towers Data Centers Fiber Small Cells Edge Infrastructure BUY BUILD Towers Data Centers Fiber DigitalBridge to continue to expand and accelerate value creation, from large-scale investments to establish a new platform…to accretive M&A through bolt-on acquisitions… to organic growth through building for our global customers.
28 OUR COMMITMENT TO CUSTOMERS ON A GLOBAL SCALE DigitalBridge has committed $7.8 billion USD of growth capex to support our customers. DBRG has shovels in the ground on five continents, across all four core verticals of digital infrastructure. 2022 GROWTH CAPITAL $2.2B EUROPE ASIALATAMNORTH AMERICA 2022 GROWTH CAPITAL $0.4B2022 GROWTH CAPITAL $4.7B 2022 GROWTH CAPITAL $0.5B vsBUY BUILD Xenith IG
29 4 Wrap-Up
30 THE DBRG INVESTMENT CASE The Demand – Global demand for More, Better, Faster connectivity is driving digital infrastructure investment and DBRG is well positioned for key emerging digital thematics: Edge, 5G, Convergence The Supply – DBRG’s investment management platform is the Partner of Choice as the world’s leading institutional investors increasingly allocate capital to this growing, resilient asset class Investor-Operator – Premier business-builder in digital infrastructure; over 25 years investing and operating digital assets; 100s of years of cumulative experience managing investor capital and operating active infrastructure Investing Across a Converging Digital Ecosystem – Only global investment firm to own, manage, and operate across the entire digital ecosystem with a flexible investment framework built to capitalize on evolving networks. Deep relationship networks drive proprietary sourcing Entering ‘Phase II: The Acceleration’ – DBRG mgmt. completed the 'diversified to digital' transition ahead of schedule1 and has significant capital to deploy into an earnings-driven framework High-Growth Secular Winner – High-growth business poised to continue strong momentum, with a clear roadmap to DBRG’s converged vision At the Intersection of Supply & Demand Powerful Secular Tailwinds Executing a Unique Converged Strategy Digital Infrastructure Experts Entering the Next Phase of Growth Simple, High Growth Model (1) Wellness Infrastructure segment is currently under contract and expected to close 1Q22; The sale of our Wellness Infrastructure segment is subject to customary closing conditions. We can provide no assurance that it will close on the timing anticipated or at all.
31 DBRG POSITIONED TO HIT $100B IN AUM WITHIN NEXT 5 YEARS Global Private Infrastructure AUM is estimated by Preqin to 2X over the next 5 years, reaching $1.9TR, overtaking real estate as the largest real asset class Investors are under allocated to Digital Infrastructure…AND we are leaders in the sector…if we can outperform, we would hit $100B by 2025, growing at over 20% CAGR Source: 2022 Preqin Global Infrastructure Report 20262021 2025 $50B $1.9TR G lobal Institutional Infrastructure $0.9TR $100B $2TR 2X+ $100B AUM $45B AUM >20% CAGR in 4 YEARS 202… ASSETS UNDER MANAGEMENT Note: There can be no assurance that actual amounts will not be materially higher or lower than these expectations. Readers should refer to the discussion in the Cautionary Statement Regarding Forward-Looking Statements section at the end of this presentation.
32 2022 CEO PRIORITIES: TIME TO BUILD CEO 2022 Checklist Secular Tailwinds Around Connectivity – Big Growing TAM The Leading Management Team 25+ years Investing and Operating Digital Assets Converged Vision with Exposure to Entire Digital Ecosystem GOALS REMAIN UNCHANGED Focus on realization of high-growth digital infrastructure platform Successful Extension of IM Platform Credit, Core, Ventures Meet/Exceed Fundraising and Operational Targets Continue to invest in high-quality digital businesses and assets Prioritize $7.8B+ Portco Growth Investments Advance ESG/DEI Initiatives with focus on portco participation - renewables contribution DEI
33 5 Q&A SESSION
34 NON-GAAP RECONCILIATIONS ($ in thousands) FY 2021 FY 2020 4Q21 3Q21 2Q21 1Q21 4Q20 3Q20 2Q20 1Q20 Digi tal IM net income ( loss ) $ 90,915 $ 11,454 $ 28,194 $ 39,272 $ 15,786 $ 7,663 $ 2,702 $ 3,799 $ 2,424 $ 2,529 Adjustments: Interest income 4,748 (33) 2,499 2,250 - (1) (1) (2) - (30) Investment and servicing expense 20 204 (12) - - 32 204 - - - Depreciation and amortization 29,380 29,888 5,928 8,242 6,298 8,912 6,421 10,259 6,605 6,603 Compensation expense—equity-based 12,570 2,115 4,527 4,673 1,837 1,533 655 189 682 589 Compensation expense—carried interest and incentive 65,890 1,906 25,921 31,736 8,266 (33) 994 912 - - Administrative expenses—straight-line rent 197 45 75 74 50 (2) (1) 14 16 16 Administrative expenses—placement agent fee 10,967 1,202 880 3,069 6,959 59 1,202 - - - Incentive/performance fee income (11,522) - (5,720) (1,313) (4,489) - - - - - Equity method (earnings) losses (101,812) (13,418) (31,608) (59,196) (11,203) 195 (6,744) (6,394) (277) (3) Other (gain) loss, net (797) (173) (52) (461) (119) (165) (102) (32) 8 (47) Income tax (benefit) expense 7,184 (371) 1,852 3,089 2,236 7 (757) 144 (151) 393 Digi tal IM FRE / Adjus ted EBITDA $ 107,740 $ 32,819 $ 32,484 $ 31,435 $ 25,621 $ 18,200 $ 4,573 $ 8,889 $ 9,307 $ 10,050 DBRG OP share of Digi tal IM FRE / Adjus ted EBITDA $ 71,322 $ 27,714 $ 21,492 $ 20,736 $ 17,449 $ 11,645 $ 2,051 $ 6,306 $ 9,307 $ 10,050 FY 2021 FY 2020 4Q21 3Q21 2Q21 1Q21 4Q20 3Q20 2Q20 1Q20 Digi tal Operat ing net income ( loss ) f rom con t inu ing operat ions (230,841) (132,063) (83,909) (71,822) (10,850) (64,260) (53,591) (38,795) (21,262) (18,415) Adjustments: 0 Interest expense 125,388 77,976 35,144 29,839 29,272 31,133 41,815 18,589 8,170 9,402 Income tax (benefit) expense (79,075) (21,461) (1,941) 1,922 (66,788) (12,268) (6,967) (6,091) (2,673) (5,730) Depreciation and amortization 495,341 210,188 126,436 120,458 126,227 122,220 78,554 73,032 28,571 30,031 EBITDAre: $ 310,813 $ 134,640 $ 75,730 $ 80,397 $ 77,861 $ 76,825 $ 59,811 $ 46,735 $ 12,806 $ 15,288 Straight-line rent expenses and amortization of above- and below-market lease intangibles 355 (3,214) 370 482 (98) (399) (2,607) (2,106) 1,837 (338) Compensation expense—equity-based 2,842 1,172 1,918 308 308 308 728 148 296 - Installation services (505) 1,146 2,097 (4,058) 576 880 429 (65) 493 289 Transaction, restructuring & integration costs 14,899 3,344 3,188 4,042 2,999 4,670 1,155 420 1,021 748 Other gain/loss, net 1,290 246 1,226 (285) 349 - 200 46 - - D igi tal Operat ing Adjus ted EBITDA $ 329,694 $ 137,334 $ 84,529 $ 80,886 $ 81,995 $ 82,284 $ 59,716 $ 45,178 $ 16,453 $ 15,987 DBRG OP share of Digi tal Operat ing Adjus ted EBITDA $ 55,560 $ 23,028 $ 14,199 $ 13,637 $ 13,776 $ 13,948 $ 9,620 $ 6,914 $ 3,294 $ 3,200
35 NON-GAAP RECONCILIATIONS ($ in thousands) FY 2021 FY 2020 4Q21 3Q21 2Q21 1Q21 4Q20 3Q20 2Q20 1Q20 Net income (loss) attributable to common stockholders $ (385,716) $ (2,750,782) $ (20,686) $ 41,036 $ (141,260) $ (264,806) $ (140,575) $ (205,784) $ (2,042,790) $ (361,633) Net income (loss) attributable to noncontrolling common interests in Operating Company (40,511) (302,720) (1,946) 4,311 (14,980) (27,896) (15,411) (22,651) (225,057) (39,601) Net income ( loss) attributable to common interests in Operating Company and common stockholders (426,227) (3 ,053,502) (22,632) 45,347 (156,240) (292,702) (155,986) (228,435) (2 ,267,847) (401,234) Adjustments for FFO: Real estate depreciation and amortization 595,527 561,195 133,813 126,494 150,458 184,762 136,245 162,705 131,722 130,523 Impairment of real estate 300,038 1,956,662 (40,732) (8,210) 242,903 106,077 31,365 142,767 1,474,262 308,268 Gain from sales of real estate (41,782) (41,912) (197) (514) (2,969) (38,102) (26,566) (12,332) 4,919 (7,933) Less: Adjustments attributable to noncontrolling interests in investment entities (535,756) (638,709) (89,727) (95,512) (162,021) (188,496) (79,874) (146,905) (329,601) (82,329) FFO $ (108,200) $(1,216,266) $ (19,475) $ 67,605 $ 72,131 $ (228,461) $ (94,816) $ (82,200) $ (986,545) $ (52,705) Additional adjustments for Core FFO: Adjustment to BRSP cash dividend (3,282) 200,803 (28,243) 9,478 (40,165) 55,648 (22,999) (18,207) 328,222 (86,213) Equity-based compensation expense 59,395 35,051 19,416 9,038 11,642 19,299 8,288 7,879 10,152 8,732 Straight-line rent revenue and expense 11,005 (19,949) (1,986) (1,925) (2,309) 17,225 (6,403) (6,281) (5,240) (2,025) Amortization of acquired above- and below-market lease values, net 4,002 (6,719) (333) (172) (1,498) 6,005 (1,229) (1,440) (531) (3,519) Debt prepayment penalties and amortization of deferred financing costs and debt premiums and discounts 100,159 54,459 36,685 7,651 10,196 45,627 25,034 4,296 10,080 15,049 Non-real estate fixed asset depreciation, amortization and impairment 67,499 44,282 13,324 13,616 19,996 20,563 4,885 12,754 13,390 13,253 Restructuring and transaction-related charges 89,134 59,363 29,977 19,501 5,174 34,482 21,887 13,044 8,864 15,568 Non-real estate (gains) losses, excluding realized gains or losses of digital assets within the Corporate and Other segment 74,747 1,104,105 (52,611) 11,319 (151,773) 267,812 193,948 84,995 740,038 85,124 Net unrealized carried interest (41,624) (873) (7,375) (27,953) (6,485) 189 (5,734) (5,170) 801 9,230 Preferred share redemption (gain) loss 4,992 - 2,127 2,865 - - - - - - Deferred taxes and tax effect on certain of the foregoing adjustments (50,335) (25,835) 8,195 1,663 (42,536) (17,657) (8,764) (7,917) (3,092) (6,062) Less: Adjustments attributable to noncontrolling interests in investment entities (74,626) (360,894) (15,423) 12,438 146,687 (218,328) (143,262) (38,042) (182,607) 3,017 Less: Core FFO from discontinued operations (149,873) 15,694 11,467 (123,075) (25,874) (12,391) 4,025 5,579 37,218 (31,128) Core FFO $ (17,007) $ (116,779) $ (4 ,255) $ 2 ,049 $ (4 ,814) $ (9 ,987) $ (25,140) $ (30,710) $ (29,250) $ (31,679) Additional adjustments for AFFO: Recurring capital expenditures (3,436) (1,028) (1,097) (1,349) (764) (226) (233) (300) (220) (275) AFFO $ (20,443) $ (117,807) $ (5 ,352) $ 700 $ (5 ,578) $ (10,213) $ (25,373) $ (31,010) $ (29,470) $ (31,954) ($ in thousands) FY 2021 FY 2020 4Q21 3Q21 2Q21 1Q21 4Q20 3Q20 2Q20 1Q20 Core FFO $ (17,007) $ (116,779) $ (4,255) $ 2,049 $ (4,814) $ (9,987) $ (25,140) $ (30,710) $ (29,250) $ (31,679) Less: Earnings of equity method investments (22,881) (13,320) (6,441) (5,784) (6,216) (4,440) - - - (13,320) Plus: Preferred dividends 70,627 75,022 16,139 17,456 18,516 18,516 18,516 18,516 18,516 19,474 Plus: Core interest expense 52,156 47,224 13,775 14,160 11,834 12,387 11,972 12,234 12,625 10,393 Plus: Core tax expense (25,844) (21,265) 631 (12,638) (8,224) (5,613) (9,974) (5,310) (6,536) 555 Plus: Non pro-rata allocation of income (loss) to NCI 886 (550) 231 231 223 201 201 (751) - - Plus: Placement fees 7,512 823 603 2,102 4,767 40 823 - - - Less: Net realized carried interest, incentive fees, and other adjustments to Fee Related Earnings (2,653) (334) (1,092) (7) (1,565) 11 140 248 (549) (173) Plus: Digital Operating installation services, transaction, investment and servicing costs 3,698 1,392 1,366 53 856 1,423 1,018 254 (42) 162 Adjusted EBITDA (DBRG OP Share) $ 66,494 $ (27,787) $ 20,957 $ 17,622 $ 15,377 $ 12,538 $ (2 ,444) $ (5 ,519) $ (5 ,236) $ (14,588)
36 IMPORTANT NOTE REGARDING NON-GAAP FINANCIAL MEASURES This presentation includes certain “non-GAAP” supplemental measures that are not defined by generally accepted accounting principles, or GAAP, including the financial metrics defined below, of which the calculations may from methodologies utilized by other REITs for similar performance measurements, and accordingly, may not be comparable to those of other REITs. Adjusted Earnings before Interest, Taxes, Depreciation and Amortization (Adjusted EBITDA): The Company calculates Adjusted EBITDA by adjusting Core FFO to exclude cash interest expense, preferred dividends, tax expense or benefit, earnings from equity method investments, placement fees, realized carried interest and incentive fees and revenues and corresponding costs related to installation services. The Company uses Adjusted EBITDA as a supplemental measure of our performance because they eliminate depreciation, amortization, and the impact of the capital structure from its operating results. However, because Adjusted EBITDA is calculated before recurring cash charges including interest expense and taxes and are not adjusted for capital expenditures or other recurring cash requirements, their utilization as a cash flow measurement is limited. FFO, Core FFO and AFFO: The Company calculates funds from operations (FFO) in accordance with standards established by the Board of Governors of the National Association of Real Estate Investment Trusts, which defines FFO as net income or loss calculated in accordance with GAAP, excluding (i) real estate- related depreciation and amortization; (ii) impairment of depreciable real estate and impairment of investments in unconsolidated ventures directly attributable to decrease in value of depreciable real estate held by the venture; (iii) gain from sale of depreciable real estate; (iv) gain or loss from a change in control in connection with interests in depreciable real estate or in-substance real estate; and (v) adjustments to reflect the Company's share of FFO from investments in unconsolidated ventures. Included in FFO are gains and losses from sales of assets which are not depreciable real estate such as loans receivable, equity investments, and debt securities, as applicable. The Company computes core funds from operations (Core FFO) by adjusting FFO for the following items, including the Company’s share of these items recognized by its unconsolidated partnerships and joint ventures: (i) equity-based compensation expense; (ii) effects of straight-line rent revenue and expense; (iii) amortization of acquired above- and below-market lease values; (iv) debt prepayment penalties and amortization of deferred financing costs and debt premiums and discounts; (v) non-real estate depreciation, amortization and impairment; (vi) restructuring and transaction-related charges; (vii) non-real estate loss (gain), fair value loss (gain) on interest rate and foreign currency hedges, and foreign currency remeasurements except realized gain and loss from the Digital Other segment; (viii) net unrealized carried interest; and (ix) tax effect on certain of the foregoing adjustments. The Company’s Core FFO from its interest in BrightSpire Capital, Inc. (NYSE: BRSP) represented the cash dividends declared in the reported period. The Company excluded results from discontinued operations in its calculation of Core FFO and applied this exclusion to prior periods. The Company computes adjusted funds from operations (AFFO) by adjusting Core FFO for recurring capital expenditures necessary to maintain the operating performance of its properties. The Company uses FFO, Core FFO and AFFO as supplemental performance measures because, in excluding real estate depreciation and amortization and gains and losses, it provides a performance measure that captures trends in occupancy rates, rental rates, and operating costs, and such a measure is useful to investors as it excludes periodic gains and losses from sales of investments that are not representative of its ongoing operations and assesses the Company's ability to meet distribution requirements. The Company also believes that, as widely recognized measures of the performance of REITs, FFO, Core FFO and AFFO will be used by investors as a basis to compare its operating performance and ability to meet distribution requirements with that of other REITs. However, because FFO, Core FFO and AFFO exclude depreciation and amortization and does do not capture changes in the value of the Company’s properties that resulted from use or market conditions, which has have real economic effect and could materially impact the Company’s results from operations, the utility of FFO, Core FFO and AFFO as measures of the Company’s performance is limited. FFO, Core FFO and AFFO should not be considered alternatives to GAAP net income as indications of operating performance, or to cash flows from operating activities as measures of liquidity, nor as indications of the availability of funds for our cash needs, including funds available to make distributions. FFO, Core FFO and AFFO should be considered only as supplements to GAAP net income as measures of the Company’s performance and to cash flows from operating activities computed in accordance with GAAP. Additionally, Core FFO and AFFO excludes the impact of certain fair value fluctuations, which, if they were to be realized, could have a material impact on the Company’s operating performance. Digital Operating Earnings before Interest, Taxes, Depreciation and Amortization for Real Estate (EBITDAre) and Adjusted EBITDA: The Company calculates EBITDAre in accordance with the standards established by the National Association of Real Estate Investment Trusts, which defines EBITDAre as net income or loss calculated in accordance with GAAP, excluding interest, taxes, depreciation and amortization, gains or losses from the sale of depreciated property, and impairment of depreciated property. The Company calculates Adjusted EBITDA by adjusting EBITDAre for the effects of straight-line rental income/expense adjustments and amortization of acquired above- and below-market lease adjustments to rental income, revenues and corresponding costs related to the delivery of installation services, equity-based compensation expense, restructuring and transaction related costs, the impact of other impairment charges, gains or losses from sales of undepreciated land, gains or losses from foreign currency remeasurements, and gains or losses on early extinguishment of debt and hedging instruments. The Company uses EBITDAre and Adjusted EBITDA as supplemental measures of our performance because they eliminate depreciation, amortization, and the impact of the capital structure from its operating results. EBITDAre represents a widely known supplemental measure of performance, EBITDA, but for real estate entities, which we believe is particularly helpful for generalist investors in REITs. EBITDAre depicts the operating performance of a real estate business independent of its capital structure, leverage and non-cash items, which allows for comparability across real estate entities with different capital structure, tax rates and depreciation or amortization policies. Additionally, exclusion of gains on disposition and impairment of depreciated real estate, similar to FFO, also provides a reflection of ongoing operating performance and allows for period-over-period comparability. However, because EBITDAre and Adjusted EBITDA are calculated before recurring cash charges including interest expense and taxes and are not adjusted for capital expenditures or other recurring cash requirements, their utilization as a cash flow measurement is limited. Digital Investment Management Fee Related Earnings (FRE): The Company calculates FRE for its investment management business within the digital segment as base management fees, other service fee income, and other income inclusive of cost reimbursements, less compensation expense excluding equity- based compensation, carried interest and incentive compensation, administrative expenses (excluding fund raising placement agent fee expenses), and other operating expenses related to the investment management business. The Company uses FRE as a supplemental performance measure as it may provide additional insight into the profitability of the overall digital investment management business. Assets Under Management (“AUM”): Assets owned by the Company’s balance sheet and assets for which the Company and its affiliates provide investment management services, including assets for which the Company may or may not charge management fees and/or performance allocations. Balance sheet AUM is based on the undepreciated carrying value of digital investments and the impaired carrying value of non digital investments as of the report date. Investment management AUM is based on the cost basis of managed investments as reported by each underlying vehicle as of the report date. AUM further includes uncalled capital commitments, but excludes DBRG OP’s share of non wholly-owned real estate investment management platform’s AUM. The Company's calculations of AUM may differ from the calculations of other asset managers, and as a result, this measure may not be comparable to similar measures presented by other asset managers. DigitalBridge Operating Company, LLC (“DBRG OP”): The operating partnership through which the Company conducts all of its activities and holds substantially all of its assets and liabilities. DBRG OP share excludes noncontrolling interests in investment entities. Fee-Earning Equity Under Management (“FEEUM”): Equity for which the Company and its affiliates provides investment management services and derives management fees and/or performance allocations. FEEUM generally represents the basis used to derive fees, which may be based on invested equity, stockholders’ equity, or fair value pursuant to the terms of each underlying investment management agreement. The Company's calculations of FEEUM may differ materially from the calculations of other asset managers, and as a result, this measure may not be comparable to similar measures presented by other asset managers. Monthly Recurring Revenue (“MRR”): The Company defines MRR as revenue from ongoing services that is generally fixed in price and contracted for longer than 30 days. This presentation includes forward-looking guidance for certain non-GAAP financial measures, including Adjusted EBITDA and FRE. These measures will differ from net income, determined in accordance with GAAP, in ways similar to those described in the reconciliations of historical Adjusted EBITDA and FRE to net income. We do not provide guidance for net income, determined in accordance with GAAP, or a reconciliation of guidance for Adjusted EBITDA or FRE to the most directly comparable GAAP measure because the Company is not able to predict with reasonable certainty the amount or nature of all items that will be included in net income. In evaluating the information presented throughout this presentation see definitions and reconciliations of non-GAAP financial measures to GAAP measures. For purposes of comparability, historical data in this presentation may include certain adjustments from prior reported data at the historical period.
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digitalbridge_4q21corpor
1 DIGITALBRIDGE CORPORATE OVERVIEW F e b r u a r y 2 0 2 2
2 DigitalBridge (NYSE: DBRG) is the only global-scale digital infrastructure firm investing across five key verticals: data centers, cell towers, fiber networks, small cells, and edge infrastructure A LEADING GLOBAL DIGITAL INFRASTRUCTURE FIRM 25+ Years of Experience - Largest Digital Infrastructure Investment Team Converged Next Gen Networks - Built for Speed and Performance High Growth - Revenue and Earnings Profile Aligned With Secular Tailwinds (1) AUM as of December 31, 2021 Towers Small Cells Fiber Data Centers Edge Infrastructure Hyper- Converged Digital Infrastructure Investing Across the Digital Ecosystem 100+ Digital Assets Under Management1 23 Digital Portfolio Companies $45B Digital Infrastructure Professionals A unique investment strategy gives investors exposure to a portfolio of growing, resilient businesses enabling the next generation of mobile and internet connectivity DATA CENTERS Play a vital role in computing, storing, and managing information FIBER NETWORKS The ultra-fast connective tissue binding networks together TOWERS Enable mobility and provide critical network coverage EDGE INFRASTRUCTURE Emerging connectivity demands at the edge of networks SMALL CELL NETWORKS Network densification and capacity in high demand areas DigitalBridge is the Infrastructure Partner to the Digital Economy
3 TABLE OF CONTENTS Build the Next Great Digital Infrastructure Platform ONE OPPORTUNITY ONE MISSION Digital Infrastructure THE OVERVIEWSE CT IO N 1 THE FINANCIALSSE CT IO N 2 THE DETAILSSE CT IO N 3 Digital Investment Management Digital Operating TWO DIVISIONS Simple, High-Growth Business Digital Infrastructure Experts Powerful Secular Tailwinds THREE REASONS TO OWN
4 ONE OPPORTUNITY Digital Infrastructure
5 Coverage Ultra-reliability and low-latency User-to-user / machine-to-machine 2G 3G 4G Future Siloed Towers Data Centers Small CellsFiber Secular Tailwinds Traditional Approach “Old infra” DBRG is building next-gen networks to serve an increasingly converged digital ecosystem As the leading digital infrastructure investor-operator, DigitalBridge is levered to the powerful thematics driving significant investments in mobile and internet connectivity on a global basis Internet of Things (IoT) >500 billion connected devices by 2030 Artificial Intelligence Hyper-automation powered by AI Towers Small Cells Fiber Data Centers Edge Infrastructure Hyper-Converged Digital Infrastructure 5G - Mobile Capex ~$1.1T worldwide (2020-2025) Digital Transformation - Cloud $1.3T on global data center Capex; on-demand and fully-scalable Demand for more, better, faster connectivity ONE OPPORTUNITYMASSIVE GLOBAL DEMAND FOR CONNECTIVITY
6 TWO DIVISIONS Digital Investment Management Digital Operating
7 DIGITALBRIDGE BUSINESS PROFILE Operating Earnings from Balance Sheet Investments Investment Management Fees and Profits Participation Digital Investment Management Digital Operating Two business lines that both generate growing, predictable earnings backed by investment grade clients Bu si ne ss M od el Po rt fo lio Pr of ile Leading global digital infrastructure investment platform managing over $18B on behalf of institutional investors Bu si ne ss Pr of ile Direct ownership and control of REIT-qualified digital infrastructure businesses serving leading global technology and telecom companies TWO DIVISIONS
8 BUILT FOR THE ENTIRE DIGITAL INVESTMENT CYCLE Unique DBRG architecture gives investors diversified exposure to the Digital Investment Cycle from high-return ‘business-building’ expertise in the Digital IM platform to stable, mature assets in Digital Operating…both generate growing, predictable earnings Business Building / Development Investor-Builder Mature Assets Owner / Operator Participate in business-building alpha generation but with steady, predictable management fees and earnings profile Well-balanced risk/return targets across various investments Balanced Portfolio across Geographies and Verticals Target 8-12% Initial ROIC Organic Growth and Reinvestment Drive Returns Higher Over Time Enhanced economics from 3rd party co-invest fees / carry Reinvest Cash Flows in Continued Growth TOP MGMT TEAM in digital infra, 25+ years of experience Scalable, extensible corporate platform Growing, Predictable Long- Term Contracted Cash Flows Inv. Grade counterparties A Portfolio Approach with Diversification Benefits Distinct Mandates Digital Investment Management Digital Operating Towers Small Cells Fiber Data Centers Edge Infrastructure Hyper-Converged Digital Infrastructure A full stack approach to capitalizing on the entire spectrum of digital infrastructure opportunities In ve st m en t Fo cu s R et ur n Pr of ile D BR G Ad va nt ag es Common Characteristics Business Building – Growth Phase Mature, Stabilized, Yield-Focused TWO DIVISIONSTWO DIVISIONS
9 THREE REASONS TO OWN
10 THE DBRG INVESTMENT CASE The Demand – Global demand for More, Better, Faster connectivity is driving digital infrastructure investment and DBRG is well positioned for key emerging digital thematics: Edge, 5G, Convergence The Supply – DBRG’s investment management platform is the Partner of Choice as the world’s leading institutional investors increasingly allocate capital to this growing, resilient asset class Investor-Operator – Premier business-builder in digital infrastructure; over 25 years investing and operating digital assets; 100s of years of cumulative experience managing investor capital and operating active infrastructure Investing Across a Converging Digital Ecosystem – Only global investment firm to own, manage, and operate across the entire digital ecosystem with a flexible investment framework built to capitalize on evolving networks. Deep relationship networks drive proprietary sourcing Entering ‘Phase II: The Acceleration’ – DBRG mgmt. completed the 'diversified to digital' transition ahead of schedule1 and has significant capital to deploy into an earnings-driven framework High-Growth Secular Winner – High-growth business poised to continue strong momentum, with a clear roadmap to DBRG’s converged vision At the Intersection of Supply & Demand Powerful Secular Tailwinds Executing a Unique Converged Strategy Digital Infrastructure Experts Entering the Next Phase of Growth Simple, High Growth Model (1) Wellness Infrastructure segment is currently under contract and expected to close 1Q22; The sale of our Wellness Infrastructure segment is subject to customary closing conditions. We can provide no assurance that it will close on the timing anticipated or at all. THREE REASONS TO OWN
11 THREE REASONS TO OWN 1 2 3 Powerful Secular Tailwinds Digital Infrastructure Experts Simple, High-Growth Business
12 THE DEMAND: MORE, BETTER, FASTER CONNECTIVITY Global demand for connectivity is driving the need for significant, persistent investment in digital infrastructure Exponential Growth in Data Traffic global capex investment of >$400B annually to meet digital infrastructure demand $300 $250 $200 $150 $100 $50 $0 2021 2022 2023 2024 2025 2026 Global Data Center Capex Cumulative Global Hyperscale + Non Hyperscale CapEx (billion) $101 $152 $95 $142 $89 $133$124 $83 $116 $77 $110 $73 Global Hyperscale Global Non Hyperscale Source: Credit Suisse, Dell´Oro $0.9T $1.3T $145 $17 $157 $182 $56 $39 $285 $18 $54 $12 $18 $30 $31 $23 $12 $30 North America Greater China EuropeAsia Pacific Latin America MENA Sub-Saharan Africa CIS Global Mobile Capex CapEx 2021–2025 (billion) $300 $250 $200 $150 $100 $50 Significant, Growing TAM Source: Ericsson Mobility 2021 Report Global Mobile Network Data Traffic (EB per month) 2015 2016 2017 2018 2019 2020 2021 2022 2023 2024 2025 2026 0 50 100 150 200 250 300 Fixed Wireless (3G/4G/5G) Mobile Data (5G) Mobile Data (2G/3G/4G) 5x in Next 5 Years More COMPUTE and PIPES are required THREE REASONS TO OWN Powerful Secular Tailwinds
13 THE SUPPLY: DIGITALBRIDGE IS THE PARTNER OF CHOICE DBRG’s investment management platform is the partner of choice as the world’s leading institutional investors increasingly allocate capital to this growing, resilient asset class DIGITAL FEEUMALTERNATIVES AUM Source: Preqin Note: DigitalBridge’s definition of FEEUM is different from Preqin’s definition of AUM, and therefore the two may not be directly comparable. CAGR 10% CAGR +64% $4.06T $11.8T 20212010 $6.8B $18B 20212019 “Paradigm shift”: institutional investors raise allocations to alternatives 1. Moody's Seasoned Aaa Corporate Bond Yield 9% 8% 7% 6% 5% 4% 3% 2% 1% State Pension Plan Return Targets Median Assumed Rate of Return Aaa Corporate Bond Yield1 Alternatives Are Already Exhibiting Steady Growth… We Are Growing Faster Than The Industry Return Needs Not Met Through Traditional Assets Wallet Share 0.14% THREE REASONS TO OWN Powerful Secular Tailwinds
14 THREE REASONS TO OWN 1 2 3 Powerful Secular Tailwinds Digital Infrastructure Experts Simple, High-Growth Business
15 THE DIGITAL INFRASTRUCTURE EXPERTS THREE REASONS TO OWN Digital Infrastructure Experts The DigitalBridge team has a 25+ year track record of successfully building businesses in the digital infrastructure sector. Deep specialization creates durable competitive advantages that generate alpha for our portfolio companies and investors OPERATIONAL EXPERTISE SECTOR FOCUS PLATFORM CREATION CUSTOMER CENTRIC Senior Leadership team has deep operational expertise across the full spectrum of Digital Infrastructure Bench consists of global industry leaders Sector specific focus provides clear differentiation from other alternative asset managers Provides unique ability to source proprietary capital deployment opportunities Proven ability to create value at scale, combining access to capital with top industry management Unique ability to buy and/or build across market cycles Portfolio company operating model focused on delivering for customers Differentiate from competition through speed and flexibility Unparalleled Sector Expertise Track Record of Value Creation Differentiated Investment Opportunities
16 EXPERIENCED TEAM DEDICATED TO DIGITAL INFRA EXECUTIVE LEADERSHIP Marc Ganzi President and Chief Executive Officer Jacky Wu Chief Financial Officer Ben Jenkins CIO, Digital Investment Management DIGITAL INVESTMENT & ASSET MANAGEMENT TEAM Leslie Golden Managing Director Global Head of Capital Formation and Investor Jeff Ginsberg Managing Director & CAO Steven Sonnenstein Senior Managing Director Jon Mauck Senior Managing Director Warren Roll Managing Director BOCA RATON Kevin Smithen Chief Commercial & Strategy Officer Tom Yanagi Managing Director Peter Hopper Managing Director Dean Criares Managing Director Digital Private Credit Geoff Goldschein Managing Director, General Counsel Sadiq Malik Managing Director Scott McBride Principal Hayden Boucher Principal LONDON Manjari Govada Principal James Burke Principal Matt Evans Managing Director, Head of Europe Justin Chang Managing Director Head of Asia Wilson Chung Principal Geneviève Maltais-Boisvert Principal OPERATIONS, IT, FINANCE & COMPLIANCE NEW YORK SINGAPORE Liam Stewart Managing Director & Chief Operating Officer Mark Serwinowski Managing Director, Chief Information Officer Matty Yohannan Chief of Staff Kristen Whealon Chief Compliance Officer Severin White Head of Public Investor Relations Kay Papantoniou Managing Director, Global Head of HR Ron Sanders Chief Legal Officer & Secretary Donna L. Hansen Chief Admin Officer & Global Head of Tax Sonia Kim Chief Accounting Officer Leon Schwartzman Managing Director, Chief Risk and Compliance Officer THREE REASONS TO OWN Digital Infrastructure ExpertsACTIVE INFRASTRUCTURE SPECIALISTS Alexandre Villela Senior Vice President Ventures DATA CENTER TEAMGLOBAL INDUSTRY LEADERS & LOCAL EXPERTS Raul Martynek Senior Advisor CEO of DataBank Sureel Choksi Senior Advisor Board Member of Zayo & Scala; President and CEO of Vantage Brokaw Price Operating Partner NORTH AMERICA Michael Foust Senior Advisor Chairman of Databank & Vantage Marcos Peigo Senior Advisor CEO of Scala Data Centers SOUTH AMERICA GLOBAL Josh Joshi Operating Partner Chairman of AtlasEdge EUROPE Giles Proctor Senior Advisor COO of Vantage APAC ASIA Giuliano Di Vitantonio Senior Advisor CEO of AtlasEdge TOWER TEAM Alex Gellman Senior Advisor Board Member of Highline and FreshWave; CEO of Vertical Bridge Jose Sola Senior Advisor CEO of Mexico Tower Partners Daniel Seiner Senior Advisor CEO of Andean Telecom Partners Fernando Viotti Senior Advisor CEO of Highline NORTH AMERICA SOUTH AMERICAEUROPE Michael Bucey Operating Partner Steve Smith Senior Advisor CEO of Zayo Group Michael Finley Senior Advisor CEO of Boingo Murray Case Operating Partner Chairman of Scala Data Centers Dan Armstrong Senior Advisor CEO of Beanfield Technologies NORTH AMERICA SOUTH AMERICA Richard Coyle Senior Advisor CEO of ExteNet Systems David Pistacchio Operating Partner Chairman of Beanfield; Board Member of Aptum and Zayo FIBER & SMALL CELLS TEAM Graham Payne Senior Advisor Executive Chairman of Freshwave Suresh Sidu Senior Advisor CEO of EdgePoint ASIATim Brazy Senior Advisor CEO of Landmark Dividend JP Rosato Operating Partner Christopher Falzon Managing Director North America Capital Formation
17 WHY DOES A CONVERGED STRATEGY MATTER? DigitalBridge forges deeper relationships with customers through a structural ‘at-bats’ advantage that leads to proprietary deals and the ability to offer ‘converged solutions’ vs. components FLEXIBILITY Relative contribution and relevance of verticals shifts as use cases change 2G/3G/4G Today Tomorrow AI 5G/IOT Towers Data Centers Small Cells Fiber Edge Connectivity Spectrum: Demand Grows and Use Case Complexity Increases Built for change: DBRG flexible capital allocation evolves alongside the digital infra ecosystem DEEPER RELATIONSHIPS Customer Siloed approach digital peers CUSTOMER Touchpoints = Deeper Relationships Compared to Siloed-Approach Peers Towers Data Centers Silo Fiber Small Cells Edge 1 Touchpoint VS THREE REASONS TO OWN Digital Infrastructure Experts DigitalBridge’s flexible capital allocation strategy is built to ‘follow the logos’ as networks evolve, aligning investor exposures with the best opportunities over time MICRO MACRO
18 THREE REASONS TO OWN 1 2 3 Powerful Secular Tailwinds Digital Infrastructure Experts Simple, High-Growth Business
19 Digital IM revenue and Fee Related Earnings (FRE) anticipated to continue growth as DBRG expands the magnitude and scope of its investment products – Full Stack Digital Infra Manager $175M $500M $600M $72M $225M $275M $132M $170M $400M $500M $56M $68M $175M $225M 2021 2022E 2023E 2025E $200M $260M $330M $125M $160M $215M $176M $190M $220M $270M $108M $115M $130M $165M 2021 2022E 2023E 2025E Growth to 2023 targets achieved through Re-deployment of $1.5B capital from legacy monetizations Organic growth and bolt-on acquisitions at existing platforms Digital Operating Revenue (1) CAGR growth calculated based on mid-point estimates on FRE and Operating EBITDA (2) Fee revenues excludes incentive fees to be consistent with the calculation of FRE (3) Note: There can be no assurance that actual amounts will not be materially higher or lower than these expectations. Readers should refer to the discussion in the Cautionary Statement Regarding Forward-Looking Statements section at the end of this presentation. Digital IM Fee Revenue Digital IM FRE Digital Operating Adj. EBITDA TWO EARNINGS STREAMS GENERATING STRONG GROWTH Digital Investment Management Digital Operating RA N G E RA N G E RA N GE RA N GE RA N GE RA N GE RA N G E RA N G E 14% CAGR (1) 46% CAGR (1), CONSOLIDATED INCLUDES 31.5% MINORITY INTEREST DBRG SHARE 100% ATTRIBUTABLE TO DBRG Updated Guidance THREE REASONS TO OWN Simple, High-Growth Business (2)
20Strictly Private and Confidential ONE MISSION Build the Next Great Digital Infrastructure Platform
21 DBRG STRATEGIC ROADMAP…NOW ENTERING STAGE II Stage I The Transition (2019-2021) Stage II The Acceleration (2021-2023) Identify new platform opportunities that benefit from DBRG platform Invest in existing portfolio to build value In ve st m en t M an ag em en t D ig ita l O pe ra tin g $2B Capital D i g i t a l F i r e p o w e r PROMISES MADE – PROMISES KEPT 2022 Adjusted EBITDA $68-72M Capital Deployment Into Stable Mature Yield-focused Assets 1. Support existing Data Center platforms Vantage SDC/DataBank 2. Developed Market Cell Tower Assets 3. Develop Market Wholesale/Dark Fiber Assets Broader/Deeper Offerings Flagship With the transition complete, DBRG is set to ‘play offense,’ focused on driving continued growth in Digital IM platform through new offerings and The Acceleration of Digital Operating earnings from balance sheet redeployment into digital Deploy Balance Sheet Capital 2023 Adjusted EBITDA $175-225M 2022 FRE $115-125M 2023 FRE $130-160M Grow FEEUM via new offerings Healthcare Real Estate Industrial Real Estate Hospitality Real Estate BrightSpire Management Other Equity and Debt Legacy Invest. Management (1) Wellness Infrastructure segment is currently under contract and expected to close 1Q22; The sale of our wellness infrastructure segment is subject to customary closing conditions. We can provide no assurance that it will close on the timing anticipated or at all. Note: There can be no assurance that actual amounts will not be materially higher or lower than these expectations. Readers should refer to the discussion in the Cautionary Statement Regarding Forward-Looking Statements section at the end of this presentation. ONE MISSION Build the Next Great Digital Infrastructure Platform
22 DBRG STRATEGIC ROADMAP…THE FLYWHEEL EFFECT The “Flywheel” stage serves the long-term vision for the company as a serial compounder of value… The dominant player in a secular growth sector managed by the leading management team in the space Stage III The Flywheel (2023+) Capitalize on digital transformation, 5G and future network cycles with a sustainable reinforcing edge Serial Value Compounder High ROIC capital formation in Digital IM Digital Operating: Core organic growth in mid/high single digits Operating leverage from DBRG platform Reinvest Earnings/Cash Flows into DBRG Algorithm Growth capex, strategic M&A Broader, deeper base of capital ONE MISSION Build the Next Great Digital Infrastructure Platform 2021A 2022E 2023 Target 2025 Target $252 $127 $310 $300 $160 $150 $550 $680 $330 $260 $680 $830 $340 $420 Industry Leading Top Line and Bottom- Line Growth Powerful Hybrid Business Model High Margins DIGITAL(1) FINANCIAL PROFILE (DBRG OP Share) RA N G E RA N G E RA N G E RA N G E Revenues Adjusted EBITDA (1) Includes Digital Operating and Digital Investment Management segments. Excludes Corporate and Other segment. (2) Digital IM excludes incentive fee income to be consistent with the presentation of FRE / Adjusted EBITDA Note: There can be no assurance that actual amounts will not be materially higher or lower than these expectations. Readers should refer to the discussion in the Cautionary Statement Regarding Forward-Looking Statements section at the end of this presentation. (2)
23 2 THE FINANCIALS
24 2021 YEAR END FINANCIAL OVERVIEW NOTE: All $ in millions except per share & AUM 2020 2021 Y/Y% Consolidated Revenues $85.8 $191.7 +123% Consolidated FRE $32.8 $107.7 +228% DBRG Pro-Rata Share of Revenue $71.6 $131.8 +84% DBRG Pro-Rata Share of FRE $27.7 $71.3 +157% Consolidated Revenues $313.3 $763.2 +144% Consolidated Adjusted EBITDA $137.3 $329.7 +140% DBRG Pro-Rata Share of Revenue $54.3 $131.6 +143% DBRG Pro-Rata Share of Adjusted EBITDA $23.0 $55.6 +141% TOTAL COMPANY 2020 2021 Y/Y% Consolidated Revenues $416.4 $965.8 +132% DBRG OP Share of Revenues $136.8 $272.2 +99% Net Income (DBRG Shareholder) ($2,750.8) ($385.7) Per Share ($5.81) ($0.78) Adjusted EBITDA (DBRG OP Share) ($27.8) $66.5 AFFO ($117.8) ($20.4) Per Share ($0.22) ($0.04) Digital AUM ($B) $30.0 $45.3 +51% DIGITAL INVESTMENT MANAGEMENT (IM) DIGITAL OPERATING Strong growth in revenue and earnings at both digital business segments drove significant improvement in financial results in 2021. In addition to doubling revenue, Adjusted EBITDA turned positive as the business continued to scale.
25 $36M $34M $62M $84M $131M $131M $132M $138M $13M $13M $28M $39M $56M $55M $56M $60M 1Q20 2Q20 3Q20 4Q20 1Q21 2Q21 3Q21 4Q21 Annualized Revenue Annualized EBITDA STABILIZED GROWTH Digital IM and Digital Operating divisions have continued to grow consistently with ‘lower left to upper right trajectory’ Driven primarily by strong fundraising in the DBP and Co-Investment vehicles, annualized revenue in the IM segment has grown consistently since 1Q20 Continued growth in Digital Operating driven primarily by successful M&A at Vantage SDC and Databank CONSOLIDATED INCLUDES 31.5% MINORITY INTEREST EXCLUDES 1X ITEMS DBRG SHARE 100% ATTRIBUTABLE TO DBRG Investment Management Digital Operating 1 $76M $79M $85M $100M $124M $137M $155M $175M $40M $38M $40M $41M $62M $70M $79M $97M 1Q20 2Q20 3Q20 4Q20 1Q21 2Q21 3Q21 4Q21 Annualized Revenue Annualized FRE (1) Figures adjusted to reflect increase in ownership to 22% from 20%, following acquisition of additional interest from minority shareholder in February 2022
26 DBRG FINANCIAL PROFILE Financial Snapshot – DBRG Share $45B Digital AUM $6.2B Total Assets $1.4B Total Debt Corporate Cash @ 12/31/21 $894M BrightSpire (NYSE:BRSP 35M Shares @ $9.00) $315M Wellness Infra Sale1 (estimated to close 1Q22) $316M VFN Availability ‘Corporate revolver’ $200M Remaining OED Monetize in 2022 ~$130M Total ~$1,900M Capitalization Investment Level Debt $661M 3.0% Corporate Debt Converts – 2023 $200M 5.00% Converts – 2025 $139M 5.75% Securitized Notes $300M 3.93% Other $66 1.3% Total Corporate Debt $705M 4.3% Preferred Stock $884M 7.13% Common Stock 621M shares Blended Avg. Cost Digital Firepower $18B Digital FEEUM Other Assets GP Interest in DBP I and II (at net carrying value) $184M Other Digital Investments (investments in digital investment vehicles and seed investments) $175M (1) Wellness Infrastructure segment is currently under contract and expected to close 1Q22; The sale of our wellness infrastructure segment is subject to customary closing conditions. We can provide no assurance that it will close on the timing anticipated or at all.
27 2021 2022E 2023T $200M $260M $192M $190M $220M 2021 2022E 2023T $125M $160M $108M $115M $130M 2021 2022E 2023T DIGITAL INVESTMENT MANAGEMENT ALGORITHM AVG. FEEUM (avg. of beginning and ending #s) REVENUE FRE/Adjusted EBITDA Figures do not include Performance Fees RevenueFEEUM Average Investment Management Fee of 90-100bps Fee-Related Earnings / EBITDA 55-60%+ marginRevenue Revenue algorithm FRE/EBITDA algorithm Margin 55% to 60%+ bps 90-100 $21B $16B RAN GE $25B RAN GE Assumes that average investment management fee on FEEUM and margins on revenue remain consistent in future periods. There can be no assurance that actual amounts will not be materially higher or lower than these expectations. Readers should refer to the discussion in the Cautionary Statement Regarding Forward-Looking Statements section at the end of this presentation.
28 DIGITAL OPERATING ALGORITHM… EASY AS 1-2-3 $68M-$72M 2022 Guidance Core Organic Growth Tuck-In M&A New Platforms, M&A 2023 Guidance 4-6% YoY 2-3% YoY $175M-$225M Deploy $1.5B Dry Powder 3 1 2 3 Incremental EBITDA Algorithm For Illustrative Purposes Only Core Organic Growth Annual Core Organic Growth 4% to 6% Annual Contracted Escalation Rates 2% to 3% Tuck-In Mergers and Acquisitions / Inorganic 60% Levered Free Cash Flow reinvested 20x Site CF multiples 2.5% Incremental Cost of Debt (primarily ABS) $1.5B Dry Powder $150M Incremental EBITDA 1 2 ~20x Avg Acquisition Multiple $3.0B Firepower Acquisition Debt @ 50% LTV Digital Operating earnings driven by three key drivers, notably the deployment of $1.5B+ into high quality digital infrastructure assets over next two years Assumes completion of the sale of Wellness Infrastructure and the availability of attractive acquisition opportunities and the availability of debt to lever transactions. There can be no assurance that actual amounts will not be materially higher or lower than these expectations. Readers should refer to the discussion in the Cautionary Statement Regarding Forward-Looking Statements section at the end of this presentation.
29 3 THE DETAILS
30 35% 35% 20% 10% DIGITAL IM GROWTH PROFILE Long-term contracted fee streams drive stable, predictable earnings that compound over time, similar in nature to our Digital Operating assets EQUITY FUNDS LAUNCH DATE FEEUM1 SPV 2013 $2.1B DBP I 2018 $3.2B DBP II 2020 $8.0B Co-invest $4.1B NEW STRATEGIES Digital Liquid $0.8B BUILDING BALANCED PORTFOLIOS Illustrative Target Portfolio Construction Asia 30% 30% 30% 10% Geographic North America Europe Rest of World Asset Class Towers Fiber Data Centers Small Cells ..with the flexibility to evolve with opportunities over time Note: Individual components of graph are not to scale (1) FEEUM as of December 31, 2021 IM F EE UM CORE 2019 2020 2021 2022 $18.3B DBP II closed at $8.3 Billion$12.8B $6.8B VENTURES CREDIT E
31 2022: A FULL STACK DIGITAL INFRASTRUCTURE MANAGER ‘Full stack’ approach to Digital Infrastructure allows DigitalBridge the ability to invest, operate and capitalize on $400+ billion of annual global capex that enables us to pair capital to the right risk-adjusted opportunity Ability To Leverage Existing Relationships Strong Investor Interest Large TAM Proprietary Deal Flow EQUITY CORE EQUITY LIQUID CREDIT VENTURES D ig ita lB rid ge C ap ita l S ta ck DBP I / DBP II RISK / RETURN SPECTRUM REQUIREMENTS Target Returns
32 Digital Operating segment comprised of stakes in two data center businesses: DataBank and Vantage SDC Segment focused on growing exposure to mature, yield-focused digital infrastructure assets with stable growth profile and positive cash flows DBRG maintains management control as investment sponsor, consolidates financials DBRG balance sheet capital invested alongside 3rd party co-invest capital generating fees and carry, amplifying core investment returns DIGITAL OPERATING PROFILE Overview North American portfolio of stabilized hyperscale data centers Portfolio 13 data centers / 4 hyperscale markets Profile Yield-focused, stabilized (90% + utilization) data centers with long-term contracts and investment-grade hyperscale customers DBRG Growth Strategy M&A of Stabilized Assets - Support continued growth primarily through acquisition and integration of stabilized hyperscale data centers Initial Acquisition Value ~$3.7B Initial Acquisition Value Investment $200 million balance sheet investment, Jul/Oct 2020 Ownership ‘Minority Control’ structure; 13% interest Overview Premier edge/colocation data center platform with nationwide US footprint Portfolio 65 data centers / 26 domestic edge markets served Profile Nationwide footprint with continued growth driven by enterprise customer demand as data gravitates to the Edge DBRG Growth Strategy New Build + M&A - support ‘new build’ strategy driven by customer demand and strategic M&A to build out ‘edge’ opportunity Initial Acquisition Value ~$3.0B Initial Acquisition Value Investment $334 million balance sheet investment, Dec 2019/Dec 2020 Ownership 'Minority Control' structure; 22% interest (1) Reflects increase in ownership to 22% from 20%, following acquisition of additional interest from minority shareholder in February 2022 1
33 DIGITALBRIDGE – INVESTING ON A GLOBAL SCALE Leading digital infrastructure investment firm with operating expertise and global presence - $45B in assets and growing rapidly Colombia, Peru, Chile Canada, U.S. and U.K. U.K. United StatesUnited States United States Brazil Brazil, Chile, Colombia, Mexico U.K. AsiaEurope North America Europe United States 3 Mexico North America Europe Canada Finland North America, Europe Asia G LO B A L FO O T P R I N T ~30,000 active tower assets 95,000+ small cell nodes 100+ data centers fiber network of 135,000+ route miles 100+ edge facilities Boca Raton, Florida (HQ) New York Los Angeles London Singapore United States LEADING GLOBAL PORTFOLIO TOWERS • Largest private tower company in the U.S. Vertical Bridge • Eight tower companies globally DATA CENTERS • Vantage Data Centers - fastest- growing private hyperscale data center platform globally • DataBank - the widest geographic edge coverage in the U.S., 60 facilities in 25 metros FIBER • Largest private fiber footprint in the U.S. and Europe EDGE INFRASTRUCTURE • Launched first European Edge Infrastructure Platform in partnership with Liberty Global Chile
34 DIGITALBRIDGE UNIVERSE: WHAT WE'VE BUILT...SO FAR INVESTMENT MANAGEMENT DIGITAL OPERATING1 DBH Legacy Cos. DBP I/DBP II(1) Co-Invest Capital DBRG Balance Sheet Mgmt. Fees Mgmt. Fees & Carried Interest Mgmt. Fees & Carried Interest Investment Earnings MEXICO TOWER PARTNERS 2013 ~3,000 active sites, ~5,700 total sites(2) Tower EXTENET SYSTEMS 2015 ~36,000 nodes(3), ~420 networks(3), ~3,600 route miles fiber(3) Small Cell ANDEAN TELECOM PARTNERS 2016/2017 ~3,000 active sites, ~39,000 total sites(2) Tower DATABANK 2016/2020 65 data centers Edge Infrastructure VANTAGE (SDC) 2017/2020 13 stabilized data centers (separated in 2020) Data Center VANTAGE DATA CENTERS 2017 3 operating data centers; 8 data centers currently under dev. Data Center FRESHWAVE GROUP 2018 ~5,000 nodes ~5,000 total sites(4), ~150 networks(4) Small Cell DIGITA OY 2018 ~300 active sites, ~2,400 total sites(2) Tower APTUM TECHNOLOGIES 2019 6 data centers Data Center BEANFIELD METROCONNECT 2019 ~3,000 on-net locations, ~2,400 route miles Fiber HIGHLINE DO BRASIL 2019 ~4,700 active sites, ~5,600 total sites(2),(3) Tower WILDSTONE 2020 ~2,000 active sites Digital Real Estate ZAYO GROUP HOLDINGS 2020 133,000+ route miles, 400 markets served Fiber VANTAGE DATA CENTERS (EUROPE) 2020 7 operating data centers; 5 currently under dev. Data Center SCALA DATA CENTERS 2020 4 operating hyperscale data centers; 2 currently under dev. Data Center LANDMARK DIVIDEND 2021 5,000+ assets managed Digital Real Estate VANTAGE TOWERS 2021 82,000 towers (minority stake) Tower EDGEPOINT INFRASTRUCTURE 2021 ~10,000 active sites Tower ATLASEDGE DATA CENTRES 2021 100+ owned edge sites Edge Infrastructure BOINGO WIRELESS 2021 75+ DAS venues live with 50,000+ DAS nodes Small Cell VANTAGE DATA CENTERS (APAC) 2021 5 market launched and acquisitions pending Data Center VERTICALBRIDGE 2014/2021 ~8,000 active sites, ~310,000 total sites(2) Tower MUNDO PACIFICO 2021 ~2.7M homes passed, 653k subscribers Fiber * AUM as of December 31, 2021 Notes: All figures as of 9/30/2021 (1) DBRG balance sheet has a combined exposure to DBP I and DBP II of $184M as of 12/31/21; (2) “Active sites” represents owned and other revenue generating sites, while “total sites” includes other sites on which the company has marketing/management rights; for Digita, “total sites” includes certain micro data centers and IoT sites; for Wildstone, “active sites” represents the number of revenue generating panels; (3) Includes contracted and in construction (“CIC”) networks; (4) Includes BBNB (contracted) sites and other active near-term pipeline opportunities. A $45B global portfolio of digital infrastructure assets* EARNINGS STREAM CAPITAL SOURCE
35 Towers Small Cells Fiber Data Centers Edge Infrastructure Hyper-Converged Digital Infrastructure DigitalBridge (NYSE: DBRG) is the leading global digital infrastructure investor, managing and operating assets across five key verticals: data centers, cell towers, fiber networks, small cells, and edge infrastructure DigitalBridge is the infrastructure partner to the Digital Economy
36 NON-GAAP RECONCILIATIONS ($ in thousands) FY 2021 FY 2020 4Q21 3Q21 2Q21 1Q21 4Q20 3Q20 2Q20 1Q20 Digi tal IM net income ( loss ) $ 90,915 $ 11,454 $ 28,194 $ 39,272 $ 15,786 $ 7,663 $ 2,702 $ 3,799 $ 2,424 $ 2,529 Adjustments: Interest income 4,748 (33) 2,499 2,250 - (1) (1) (2) - (30) Investment and servicing expense 20 204 (12) - - 32 204 - - - Depreciation and amortization 29,380 29,888 5,928 8,242 6,298 8,912 6,421 10,259 6,605 6,603 Compensation expense—equity-based 12,570 2,115 4,527 4,673 1,837 1,533 655 189 682 589 Compensation expense—carried interest and incentive 65,890 1,906 25,921 31,736 8,266 (33) 994 912 - - Administrative expenses—straight-line rent 197 45 75 74 50 (2) (1) 14 16 16 Administrative expenses—placement agent fee 10,967 1,202 880 3,069 6,959 59 1,202 - - - Incentive/performance fee income (11,522) - (5,720) (1,313) (4,489) - - - - - Equity method (earnings) losses (101,812) (13,418) (31,608) (59,196) (11,203) 195 (6,744) (6,394) (277) (3) Other (gain) loss, net (797) (173) (52) (461) (119) (165) (102) (32) 8 (47) Income tax (benefit) expense 7,184 (371) 1,852 3,089 2,236 7 (757) 144 (151) 393 Digi tal IM FRE / Adjus ted EBITDA $ 107,740 $ 32,819 $ 32,484 $ 31,435 $ 25,621 $ 18,200 $ 4,573 $ 8,889 $ 9,307 $ 10,050 DBRG OP share of Digi tal IM FRE / Adjus ted EBITDA $ 71,322 $ 27,714 $ 21,492 $ 20,736 $ 17,449 $ 11,645 $ 2,051 $ 6,306 $ 9,307 $ 10,050 FY 2021 FY 2020 4Q21 3Q21 2Q21 1Q21 4Q20 3Q20 2Q20 1Q20 Digi tal Operat ing net income ( loss ) f rom con t inu ing operat ions (230,841) (132,063) (83,909) (71,822) (10,850) (64,260) (53,591) (38,795) (21,262) (18,415) Adjustments: 0 Interest expense 125,388 77,976 35,144 29,839 29,272 31,133 41,815 18,589 8,170 9,402 Income tax (benefit) expense (79,075) (21,461) (1,941) 1,922 (66,788) (12,268) (6,967) (6,091) (2,673) (5,730) Depreciation and amortization 495,341 210,188 126,436 120,458 126,227 122,220 78,554 73,032 28,571 30,031 EBITDAre: $ 310,813 $ 134,640 $ 75,730 $ 80,397 $ 77,861 $ 76,825 $ 59,811 $ 46,735 $ 12,806 $ 15,288 Straight-line rent expenses and amortization of above- and below-market lease intangibles 355 (3,214) 370 482 (98) (399) (2,607) (2,106) 1,837 (338) Compensation expense—equity-based 2,842 1,172 1,918 308 308 308 728 148 296 - Installation services (505) 1,146 2,097 (4,058) 576 880 429 (65) 493 289 Transaction, restructuring & integration costs 14,899 3,344 3,188 4,042 2,999 4,670 1,155 420 1,021 748 Other gain/loss, net 1,290 246 1,226 (285) 349 - 200 46 - - D igi tal Operat ing Adjus ted EBITDA $ 329,694 $ 137,334 $ 84,529 $ 80,886 $ 81,995 $ 82,284 $ 59,716 $ 45,178 $ 16,453 $ 15,987 DBRG OP share of Digi tal Operat ing Adjus ted EBITDA $ 55,560 $ 23,028 $ 14,199 $ 13,637 $ 13,776 $ 13,948 $ 9,620 $ 6,914 $ 3,294 $ 3,200
37 NON-GAAP RECONCILIATIONS ($ in thousands) FY 2021 FY 2020 4Q21 3Q21 2Q21 1Q21 4Q20 3Q20 2Q20 1Q20 Net income (loss) attributable to common stockholders $ (385,716) $ (2,750,782) $ (20,686) $ 41,036 $ (141,260) $ (264,806) $ (140,575) $ (205,784) $ (2,042,790) $ (361,633) Net income (loss) attributable to noncontrolling common interests in Operating Company (40,511) (302,720) (1,946) 4,311 (14,980) (27,896) (15,411) (22,651) (225,057) (39,601) Net income ( loss) attributable to common interests in Operating Company and common stockholders (426,227) (3 ,053,502) (22,632) 45,347 (156,240) (292,702) (155,986) (228,435) (2 ,267,847) (401,234) Adjustments for FFO: Real estate depreciation and amortization 595,527 561,195 133,813 126,494 150,458 184,762 136,245 162,705 131,722 130,523 Impairment of real estate 300,038 1,956,662 (40,732) (8,210) 242,903 106,077 31,365 142,767 1,474,262 308,268 Gain from sales of real estate (41,782) (41,912) (197) (514) (2,969) (38,102) (26,566) (12,332) 4,919 (7,933) Less: Adjustments attributable to noncontrolling interests in investment entities (535,756) (638,709) (89,727) (95,512) (162,021) (188,496) (79,874) (146,905) (329,601) (82,329) FFO $ (108,200) $(1,216,266) $ (19,475) $ 67,605 $ 72,131 $ (228,461) $ (94,816) $ (82,200) $ (986,545) $ (52,705) Additional adjustments for Core FFO: Adjustment to BRSP cash dividend (3,282) 200,803 (28,243) 9,478 (40,165) 55,648 (22,999) (18,207) 328,222 (86,213) Equity-based compensation expense 59,395 35,051 19,416 9,038 11,642 19,299 8,288 7,879 10,152 8,732 Straight-line rent revenue and expense 11,005 (19,949) (1,986) (1,925) (2,309) 17,225 (6,403) (6,281) (5,240) (2,025) Amortization of acquired above- and below-market lease values, net 4,002 (6,719) (333) (172) (1,498) 6,005 (1,229) (1,440) (531) (3,519) Debt prepayment penalties and amortization of deferred financing costs and debt premiums and discounts 100,159 54,459 36,685 7,651 10,196 45,627 25,034 4,296 10,080 15,049 Non-real estate fixed asset depreciation, amortization and impairment 67,499 44,282 13,324 13,616 19,996 20,563 4,885 12,754 13,390 13,253 Restructuring and transaction-related charges 89,134 59,363 29,977 19,501 5,174 34,482 21,887 13,044 8,864 15,568 Non-real estate (gains) losses, excluding realized gains or losses of digital assets within the Corporate and Other segment 74,747 1,104,105 (52,611) 11,319 (151,773) 267,812 193,948 84,995 740,038 85,124 Net unrealized carried interest (41,624) (873) (7,375) (27,953) (6,485) 189 (5,734) (5,170) 801 9,230 Preferred share redemption (gain) loss 4,992 - 2,127 2,865 - - - - - - Deferred taxes and tax effect on certain of the foregoing adjustments (50,335) (25,835) 8,195 1,663 (42,536) (17,657) (8,764) (7,917) (3,092) (6,062) Less: Adjustments attributable to noncontrolling interests in investment entities (74,626) (360,894) (15,423) 12,438 146,687 (218,328) (143,262) (38,042) (182,607) 3,017 Less: Core FFO from discontinued operations (149,873) 15,694 11,467 (123,075) (25,874) (12,391) 4,025 5,579 37,218 (31,128) Core FFO $ (17,007) $ (116,779) $ (4 ,255) $ 2 ,049 $ (4 ,814) $ (9 ,987) $ (25,140) $ (30,710) $ (29,250) $ (31,679) Additional adjustments for AFFO: Recurring capital expenditures (3,436) (1,028) (1,097) (1,349) (764) (226) (233) (300) (220) (275) AFFO $ (20,443) $ (117,807) $ (5 ,352) $ 700 $ (5 ,578) $ (10,213) $ (25,373) $ (31,010) $ (29,470) $ (31,954) ($ in thousands) FY 2021 FY 2020 4Q21 3Q21 2Q21 1Q21 4Q20 3Q20 2Q20 1Q20 Core FFO $ (17,007) $ (116,779) $ (4,255) $ 2,049 $ (4,814) $ (9,987) $ (25,140) $ (30,710) $ (29,250) $ (31,679) Less: Earnings of equity method investments (22,881) (13,320) (6,441) (5,784) (6,216) (4,440) - - - (13,320) Plus: Preferred dividends 70,627 75,022 16,139 17,456 18,516 18,516 18,516 18,516 18,516 19,474 Plus: Core interest expense 52,156 47,224 13,775 14,160 11,834 12,387 11,972 12,234 12,625 10,393 Plus: Core tax expense (25,844) (21,265) 631 (12,638) (8,224) (5,613) (9,974) (5,310) (6,536) 555 Plus: Non pro-rata allocation of income (loss) to NCI 886 (550) 231 231 223 201 201 (751) - - Plus: Placement fees 7,512 823 603 2,102 4,767 40 823 - - - Less: Net realized carried interest, incentive fees, and other adjustments to Fee Related Earnings (2,653) (334) (1,092) (7) (1,565) 11 140 248 (549) (173) Plus: Digital Operating installation services, transaction, investment and servicing costs 3,698 1,392 1,366 53 856 1,423 1,018 254 (42) 162 Adjusted EBITDA (DBRG OP Share) $ 66,494 $ (27,787) $ 20,957 $ 17,622 $ 15,377 $ 12,538 $ (2 ,444) $ (5 ,519) $ (5 ,236) $ (14,588)
38 This presentation may contain forward-looking statements within the meaning of the federal securities laws, including statements relating to (i) our strategy, outlook and growth prospects; (ii) our operational and financial targets and (iii) general economic trends and trends in our industry and markets. Forward-looking statements relate to expectations, beliefs, projections, future plans and strategies, anticipated events or trends and similar expressions concerning matters that are not historical facts. In some cases, you can identify forward-looking statements by the use of forward-looking terminology such as “may,” “will,” “should,” “expects,” “intends,” “plans,” “anticipates,” “believes,” “estimates,” “predicts,” or “potential” or the negative of these words and phrases or similar words or phrases which are predictions of or indicate future events or trends and which do not relate solely to historical matters. You can also identify forward-looking statements by discussions of strategy, plans or intentions. Forward-looking statements involve known and unknown risks, uncertainties, assumptions and contingencies, many of which are beyond the Company’s control, and may cause the Company’s actual results to differ significantly from those expressed in any forward-looking statement. Factors that might cause such a difference include, without limitation, the duration and severity of the current novel coronavirus (COVID-19) pandemic, the impact of the COVID-19 pandemic on the global market, economic and environmental conditions generally and in the digital and communications technology and investment management sectors; the effect of COVID- 19 on the Company's operating cash flows, debt service obligations and covenants, liquidity position and valuations of its real estate investments, as well as the increased risk of claims, litigation and regulatory proceedings and uncertainty that may adversely affect the Company; our status as an owner, operator and investment manager of digital infrastructure and real estate and our ability to manage any related conflicts of interest; our ability to obtain and maintain financing arrangements, including securitizations, on favorable or comparable terms or at all; the impact of initiatives related to our digital transformation, including the strategic investment by Wafra and the formation of certain other investment management platforms, on our growth and earnings profile and our REIT status; whether we will realize any of the anticipated benefits of our strategic partnership with Wafra, including whether Wafra will make additional investments in our Digital IM and Digital Operating segments; our ability to integrate and maintain consistent standards and controls, including our ability to manage our acquisitions in the digital industry effectively; whether the sale of our Wellness Infrastructure segment currently under contract will close on time or at all; whether we will be able to effectively deploy the capital we have committed to capital expenditures and greenfield investments; the impact to our business operations and financial condition of realized or anticipated compensation and administrative savings through cost reduction programs; our ability to redeploy the proceeds received from the sale of our non-digital legacy assets within the timeframe and manner contemplated or at all; our business and investment strategy, including the ability of the businesses in which we have a significant investment (such as Brightspire Capital, Inc. (NYSE:BRSP)) to execute their business strategies; the trading price of BRSP shares and its impact on the carrying value of the Company's investment in BRSP, including whether the Company will recognize further other-than-temporary impairment on its investment in BRSP; performance of our investments relative to our expectations and the impact on our actual return on invested equity, as well as the cash provided by these investments and available for distribution; our ability to grow our business by raising capital for the companies that we manage; our ability to deploy capital into new investments consistent with our digital business strategies, including the earnings profile of such new investments; the availability of, and competition for, attractive investment opportunities; our ability to achieve any of the anticipated benefits of certain joint ventures, including any ability for such ventures to create and/or distribute new investment products; our ability to satisfy and manage our capital requirements; our expected hold period for our assets and the impact of any changes in our expectations on the carrying value of such assets; the general volatility of the securities markets in which we participate; changes in interest rates and the market value of our assets; interest rate mismatches between our assets and any borrowings used to fund such assets; effects of hedging instruments on our assets; the impact of economic conditions on third parties on which we rely; any litigation and contractual claims against us and our affiliates, including potential settlement and litigation of such claims; our levels of leverage; adverse domestic or international economic conditions, including those resulting from the COVID-19 pandemic the impact of legislative, regulatory and competitive changes; whether we will elect to maintain our qualification as a real estate investment trust for U.S. federal income tax purposes and our ability to do so; our ability to maintain our exemption from registration as an investment company under the Investment Company Act of 1940, as amended; changes in our board of directors or management team, and availability of qualified personnel; our ability to make or maintain distributions to our stockholders; our understanding of our competition; and other risks and uncertainties, including those detailed in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2020 and Quarterly Report on Form 10-Q for the quarters ended March 31, 2021, June 30,2021, and September 30, 2021, each under the heading “Risk Factors,” as such factors may be updated from time to time in the Company’s subsequent periodic filings with the U.S. Securities and Exchange Commission (“SEC”). All forward-looking statements reflect the Company’s good faith beliefs, assumptions and expectations, but they are not guarantees of future performance. Additional information about these and other factors can be found in the Company’s reports filed from time to time with the SEC. The Company cautions investors not to unduly rely on any forward-looking statements. The forward-looking statements speak only as of the date of this press release. The Company 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 the Company does not intend to do so. The Wellness infrastructure sale is anticipated to close by end of February 2022 and is subject to customary closing conditions. We can provide no assurance that it will close on the timing anticipated or at all. This presentation is for informational purposes only and does not constitute an offer to sell or a solicitation of an offer to buy any securities of the Company. This information is not intended to be indicative of future results. Actual performance of the Company may vary materially. The appendices herein contain important information that is material to an understanding of this presentation and you should read this presentation only with and in context of the appendices. CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
39 IMPORTANT NOTE REGARDING NON-GAAP FINANCIAL MEASURES This presentation includes certain “non-GAAP” supplemental measures that are not defined by generally accepted accounting principles, or GAAP, including the financial metrics defined below, of which the calculations may from methodologies utilized by other REITs for similar performance measurements, and accordingly, may not be comparable to those of other REITs. Adjusted Earnings before Interest, Taxes, Depreciation and Amortization (Adjusted EBITDA): The Company calculates Adjusted EBITDA by adjusting Core FFO to exclude cash interest expense, preferred dividends, tax expense or benefit, earnings from equity method investments, placement fees, realized carried interest and incentive fees and revenues and corresponding costs related to installation services. The Company uses Adjusted EBITDA as a supplemental measure of our performance because they eliminate depreciation, amortization, and the impact of the capital structure from its operating results. However, because Adjusted EBITDA is calculated before recurring cash charges including interest expense and taxes and are not adjusted for capital expenditures or other recurring cash requirements, their utilization as a cash flow measurement is limited. FFO, Core FFO and AFFO: The Company calculates funds from operations (FFO) in accordance with standards established by the Board of Governors of the National Association of Real Estate Investment Trusts, which defines FFO as net income or loss calculated in accordance with GAAP, excluding (i) real estate- related depreciation and amortization; (ii) impairment of depreciable real estate and impairment of investments in unconsolidated ventures directly attributable to decrease in value of depreciable real estate held by the venture; (iii) gain from sale of depreciable real estate; (iv) gain or loss from a change in control in connection with interests in depreciable real estate or in-substance real estate; and (v) adjustments to reflect the Company's share of FFO from investments in unconsolidated ventures. Included in FFO are gains and losses from sales of assets which are not depreciable real estate such as loans receivable, equity investments, and debt securities, as applicable. The Company computes core funds from operations (Core FFO) by adjusting FFO for the following items, including the Company’s share of these items recognized by its unconsolidated partnerships and joint ventures: (i) equity-based compensation expense; (ii) effects of straight-line rent revenue and expense; (iii) amortization of acquired above- and below-market lease values; (iv) debt prepayment penalties and amortization of deferred financing costs and debt premiums and discounts; (v) non-real estate depreciation, amortization and impairment; (vi) restructuring and transaction-related charges; (vii) non-real estate loss (gain), fair value loss (gain) on interest rate and foreign currency hedges, and foreign currency remeasurements except realized gain and loss from the Digital Other segment; (viii) net unrealized carried interest; and (ix) tax effect on certain of the foregoing adjustments. The Company’s Core FFO from its interest in BrightSpire Capital, Inc. (NYSE: BRSP) represented the cash dividends declared in the reported period. The Company excluded results from discontinued operations in its calculation of Core FFO and applied this exclusion to prior periods. The Company computes adjusted funds from operations (AFFO) by adjusting Core FFO for recurring capital expenditures necessary to maintain the operating performance of its properties. The Company uses FFO, Core FFO and AFFO as supplemental performance measures because, in excluding real estate depreciation and amortization and gains and losses, it provides a performance measure that captures trends in occupancy rates, rental rates, and operating costs, and such a measure is useful to investors as it excludes periodic gains and losses from sales of investments that are not representative of its ongoing operations and assesses the Company's ability to meet distribution requirements. The Company also believes that, as widely recognized measures of the performance of REITs, FFO, Core FFO and AFFO will be used by investors as a basis to compare its operating performance and ability to meet distribution requirements with that of other REITs. However, because FFO, Core FFO and AFFO exclude depreciation and amortization and does do not capture changes in the value of the Company’s properties that resulted from use or market conditions, which has have real economic effect and could materially impact the Company’s results from operations, the utility of FFO, Core FFO and AFFO as measures of the Company’s performance is limited. FFO, Core FFO and AFFO should not be considered alternatives to GAAP net income as indications of operating performance, or to cash flows from operating activities as measures of liquidity, nor as indications of the availability of funds for our cash needs, including funds available to make distributions. FFO, Core FFO and AFFO should be considered only as supplements to GAAP net income as measures of the Company’s performance and to cash flows from operating activities computed in accordance with GAAP. Additionally, Core FFO and AFFO excludes the impact of certain fair value fluctuations, which, if they were to be realized, could have a material impact on the Company’s operating performance. Digital Operating Earnings before Interest, Taxes, Depreciation and Amortization for Real Estate (EBITDAre) and Adjusted EBITDA: The Company calculates EBITDAre in accordance with the standards established by the National Association of Real Estate Investment Trusts, which defines EBITDAre as net income or loss calculated in accordance with GAAP, excluding interest, taxes, depreciation and amortization, gains or losses from the sale of depreciated property, and impairment of depreciated property. The Company calculates Adjusted EBITDA by adjusting EBITDAre for the effects of straight-line rental income/expense adjustments and amortization of acquired above- and below-market lease adjustments to rental income, revenues and corresponding costs related to the delivery of installation services, equity-based compensation expense, restructuring and transaction related costs, the impact of other impairment charges, gains or losses from sales of undepreciated land, gains or losses from foreign currency remeasurements, and gains or losses on early extinguishment of debt and hedging instruments. The Company uses EBITDAre and Adjusted EBITDA as supplemental measures of our performance because they eliminate depreciation, amortization, and the impact of the capital structure from its operating results. EBITDAre represents a widely known supplemental measure of performance, EBITDA, but for real estate entities, which we believe is particularly helpful for generalist investors in REITs. EBITDAre depicts the operating performance of a real estate business independent of its capital structure, leverage and non-cash items, which allows for comparability across real estate entities with different capital structure, tax rates and depreciation or amortization policies. Additionally, exclusion of gains on disposition and impairment of depreciated real estate, similar to FFO, also provides a reflection of ongoing operating performance and allows for period-over-period comparability. However, because EBITDAre and Adjusted EBITDA are calculated before recurring cash charges including interest expense and taxes and are not adjusted for capital expenditures or other recurring cash requirements, their utilization as a cash flow measurement is limited. Digital Investment Management Fee Related Earnings (FRE): The Company calculates FRE for its investment management business within the digital segment as base management fees, other service fee income, and other income inclusive of cost reimbursements, less compensation expense excluding equity- based compensation, carried interest and incentive compensation, administrative expenses (excluding fund raising placement agent fee expenses), and other operating expenses related to the investment management business. The Company uses FRE as a supplemental performance measure as it may provide additional insight into the profitability of the overall digital investment management business. Assets Under Management (“AUM”): Assets owned by the Company’s balance sheet and assets for which the Company and its affiliates provide investment management services, including assets for which the Company may or may not charge management fees and/or performance allocations. Balance sheet AUM is based on the undepreciated carrying value of digital investments and the impaired carrying value of non digital investments as of the report date. Investment management AUM is based on the cost basis of managed investments as reported by each underlying vehicle as of the report date. AUM further includes uncalled capital commitments, but excludes DBRG OP’s share of non wholly-owned real estate investment management platform’s AUM. The Company's calculations of AUM may differ from the calculations of other asset managers, and as a result, this measure may not be comparable to similar measures presented by other asset managers. DigitalBridge Operating Company, LLC (“DBRG OP”): The operating partnership through which the Company conducts all of its activities and holds substantially all of its assets and liabilities. DBRG OP share excludes noncontrolling interests in investment entities. Fee-Earning Equity Under Management (“FEEUM”): Equity for which the Company and its affiliates provides investment management services and derives management fees and/or performance allocations. FEEUM generally represents the basis used to derive fees, which may be based on invested equity, stockholders’ equity, or fair value pursuant to the terms of each underlying investment management agreement. The Company's calculations of FEEUM may differ materially from the calculations of other asset managers, and as a result, this measure may not be comparable to similar measures presented by other asset managers. Monthly Recurring Revenue (“MRR”): The Company defines MRR as revenue from ongoing services that is generally fixed in price and contracted for longer than 30 days. This presentation includes forward-looking guidance for certain non-GAAP financial measures, including Adjusted EBITDA and FRE. These measures will differ from net income, determined in accordance with GAAP, in ways similar to those described in the reconciliations of historical Adjusted EBITDA and FRE to net income. We do not provide guidance for net income, determined in accordance with GAAP, or a reconciliation of guidance for Adjusted EBITDA or FRE to the most directly comparable GAAP measure because the Company is not able to predict with reasonable certainty the amount or nature of all items that will be included in net income. In evaluating the information presented throughout this presentation see definitions and reconciliations of non-GAAP financial measures to GAAP measures. For purposes of comparability, historical data in this presentation may include certain adjustments from prior reported data at the historical period.
40