UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): August 4, 2022
| (Exact Name of Registrant as Specified in Its Charter) | ||||||||
| (State or Other Jurisdiction of Incorporation or Organization) | (Commission File Number) | (I.R.S. Employer Identification No.) | ||||||||||||
(Address of Principal Executive Offices, Including Zip Code)
(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):
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |||||
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |||||
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |||||
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) | |||||
| Securities registered pursuant to Section 12(b) of the Act: | ||||||||||||||
| Title of Class | Trading Symbol(s) | Name of Each Exchange on Which Registered | ||||||||||||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). | |||||||||||
Emerging growth company | |||||||||||
| If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. | ☐ | ||||||||||
Item 2.02 Results of Operations and Financial Condition.
On August 4, 2022, DigitalBridge Group, Inc. (the “Company”) issued a press release announcing its financial position as of June 30, 2022 and its financial results for the quarter ended June 30, 2022. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
On August 4, 2022, the Company made available a Supplemental Financial Disclosure Presentation for the quarter ended June 30, 2022 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 August 4, 2022 as referenced in the press release, the Company has prepared a presentation, dated August 4, 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.
The information included in this Current Report on Form 8-K (including Exhibits 99.1, 99.2 and 99.3 hereto) shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any filing made by the Company under the Exchange Act or the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such a filing.
Use of Website to Distribute Material Company Information
The Company’s website address is www.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.
| Exhibit No. | Description | |||||||
| Press Release dated August 4, 2022 | ||||||||
| Supplemental Financial Disclosure Presentation for the quarter ended June 30, 2022 | ||||||||
| Earnings Presentation dated August 4, 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.
Date: | August 4, 2022 | DIGITALBRIDGE GROUP, INC. | |||||||||
| By: | /s/ Jacky Wu | ||||||||||
| Jacky Wu | |||||||||||
| Executive Vice President, Chief Financial Officer and Treasurer | |||||||||||
 | ||||||||
Exhibit 99.1
DIGITALBRIDGE ANNOUNCES SECOND QUARTER 2022 FINANCIAL RESULTS
•Outlines upgraded strategic roadmap expected to 2x assets under management over next 3 years
•Board of Directors approved and declared a 1-for-4 reverse share split
Boca Raton, August 4, 2022 - DigitalBridge Group, Inc. (NYSE: DBRG) and subsidiaries (collectively, “DigitalBridge,” or the “Company”) today announced financial results for the second quarter ended June 30, 2022 and that its board of directors has approved and declared a reverse share split of the Company’s common shares at a ratio of 1-for-4.
A Second Quarter 2022 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.
Marc Ganzi, CEO of DigitalBridge, said “We delivered another solid quarter of revenue and earnings growth at DigitalBridge with contributions from our investment management and operating segments. I’m pleased to report initial commitments to our new credit and core strategies, highlighting positive momentum in capital formation as we enter the second half of the year. We are also detailing a new upgraded roadmap built around our highly scalable investment management platform which we believe will drive significant earnings growth and value creation for our shareholders over the coming years."
The Company reported second quarter 2022 total revenues of $289 million, GAAP net loss attributable to common stockholders of $(37) million, or $(0.06) per share, and Distributable Earnings of $7.6 million.
The reverse share split is expected to take effect at about 5:00 p.m. Eastern time on August 22, 2022 (the “Effective Time”). Accordingly, at the Effective Time, every four issued and outstanding common shares will be converted into one common share. In addition, at the market open on August 23, 2022, the common shares will be assigned a new CUSIP number: 25401T 603. As a result of the reverse share split, the number of outstanding Class A common shares of the Company will be reduced from 656 million to approximately 164 million. No fractional shares of common stock will be issued as a result of the reverse stock split. Instead, any fractional shares resulting from the reverse stock split will be aggregated into whole shares, sold in the open market and a pro-rata share of the proceeds from such sales will be distributed to each applicable stockholder in cash. The reverse share split will apply to all of the Company’s outstanding common shares and therefore will not affect any shareholder’s relative ownership percentage. Shareholders will be receiving information from American Stock Transfer & Trust Company, LLC, the Company’s transfer agent, regarding their shareholdings following the reverse share split and cash in lieu payments, if applicable.
Preferred Dividends
On August 3, 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 October 17, 2022 to the respective stockholders of record on October 12, 2022.
Second Quarter 2022 Conference Call
The Company will conduct its quarterly earnings conference call and presentation to discuss the Second Quarter 2022 financial results on Thursday, August 4, at 10:00 a.m. Eastern Time (ET). The earnings presentation will be broadcast live over the Internet and a webcast link can be accessed on the Shareholders section of the Company’s website at ir.digitalbridge.com/events. To participate in the event by telephone, please dial (877) 407-4018 ten minutes prior to the start time (to allow time for registration). International callers should dial (201) 689-8471.
For those unable to participate during the live call, a replay will be available starting August 4, 2022, at 1:00 p.m. ET. To access the replay, dial (844) 512-2921 (U.S.), and use passcode 13731135. 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 firm. 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 $48 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, visit: www.digitalbridge.com.
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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, driven by, among other factors, the treatment developments and public adoption rates and effectiveness of COVID-19 vaccines against emerging variants of COVID-19; 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; whether the transaction with AMP Capital will be completed within the time frame and on the terms anticipated or at all, and whether we will realize any of the anticipated benefits from the transaction; 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; our business and investment strategy, including the ability of the businesses in which we have a significant investment (such as BRSP) to execute their business strategies; BRSP's trading price 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 raise new investment funds and vehicles and transfer warehoused investments; 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 macroeconomic factors, including those resulting from the COVID-19 pandemic, supply chain difficulties, inflation, a potential economic slowdown or recession; the impact of legislative, regulatory and competitive changes; the impact of our transition from a REIT to a C-corporation for tax purposes, and the related liability for corporate and other taxes; whether we will be able to utilize existing tax attributes to offset taxable income to the extent contemplated; our ability to maintain our exemption from registration as an investment company under the Investment Company Act of 1940, as amended (the “1940 Act”); changes in our board of directors or management team, and availability of qualified personnel; our ability to make or maintain distributions to our stockholders; and 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, 2021 and Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2022, 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.
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)
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CONSOLIDATED BALANCE SHEETS
(In thousands, except per share data)
| June 30, 2022 | December 31, 2021 | |||||||||||||
| (unaudited) | ||||||||||||||
Assets | ||||||||||||||
Cash and cash equivalents | $ | 337,150 | $ | 1,602,102 | ||||||||||
Restricted cash | 108,686 | 99,121 | ||||||||||||
Real estate, net | 6,047,928 | 4,972,284 | ||||||||||||
| Loans receivable | 514,163 | 173,921 | ||||||||||||
| Equity and debt investments | 1,080,261 | 935,153 | ||||||||||||
Goodwill | 761,368 | 761,368 | ||||||||||||
Deferred leasing costs and intangible assets, net | 1,827,960 | 1,187,627 | ||||||||||||
| Assets held for disposition | 156,672 | 3,676,615 | ||||||||||||
| Other assets | 991,382 | 740,395 | ||||||||||||
Due from affiliates | 51,718 | 49,230 | ||||||||||||
Total assets | $ | 11,877,288 | $ | 14,197,816 | ||||||||||
Liabilities | ||||||||||||||
| Debt, net | $ | 5,539,732 | $ | 4,860,402 | ||||||||||
| Accrued and other liabilities | 1,624,708 | 928,042 | ||||||||||||
Intangible liabilities, net | 32,840 | 33,301 | ||||||||||||
| Liabilities related to assets held for disposition | 719 | 3,088,699 | ||||||||||||
Dividends and distributions payable | 15,759 | 15,759 | ||||||||||||
Total liabilities | 7,213,758 | 8,926,203 | ||||||||||||
| Commitments and contingencies | ||||||||||||||
Redeemable noncontrolling interests | 102,011 | 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 | 854,232 | ||||||||||||
| Common stock, $0.01 par value per share | ||||||||||||||
| Class A, 949,000 shares authorized; 655,750 and 568,577 shares issued and outstanding | 6,557 | 5,685 | ||||||||||||
| Class B, 1,000 shares authorized; 666 shares issued and outstanding | 7 | 7 | ||||||||||||
Additional paid-in capital | 7,646,852 | 7,820,807 | ||||||||||||
Accumulated deficit | (6,875,817) | (6,576,180) | ||||||||||||
Accumulated other comprehensive income | 1,455 | 42,383 | ||||||||||||
| Total stockholders’ equity | 1,633,286 | 2,146,934 | ||||||||||||
Noncontrolling interests in investment entities | 2,870,528 | 2,653,173 | ||||||||||||
Noncontrolling interests in Operating Company | 57,705 | 112,283 | ||||||||||||
Total equity | 4,561,519 | 4,912,390 | ||||||||||||
Total liabilities, redeemable noncontrolling interests and equity | $ | 11,877,288 | $ | 14,197,816 | ||||||||||
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CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except per share data, unaudited)
| Three Months Ended June 30, | |||||||||||||||||
| 2022 | 2021 | ||||||||||||||||
| Revenues | |||||||||||||||||
| Property operating income | $ | 234,251 | $ | 188,985 | |||||||||||||
| Interest income | 8,499 | 1,319 | |||||||||||||||
| Fee income | 44,318 | 45,157 | |||||||||||||||
| Other income | 2,341 | 1,726 | |||||||||||||||
| Total revenues | 289,409 | 237,187 | |||||||||||||||
| Expenses | |||||||||||||||||
| Property operating expense | 97,290 | 77,140 | |||||||||||||||
| Interest expense | 46,388 | 37,938 | |||||||||||||||
| Investment expense | 7,187 | 5,871 | |||||||||||||||
| Transaction-related costs | 2,756 | 64 | |||||||||||||||
| Depreciation and amortization | 155,352 | 138,229 | |||||||||||||||
| Compensation expense | |||||||||||||||||
| Cash and equity-based compensation | 52,792 | 48,199 | |||||||||||||||
| Carried interest and incentive fee compensation | 49,069 | 8,266 | |||||||||||||||
| Administrative expenses | 26,353 | 28,505 | |||||||||||||||
| Total expenses | 437,187 | 344,212 | |||||||||||||||
| Other income (loss) | |||||||||||||||||
| Other gain (loss), net | (46,256) | (27,041) | |||||||||||||||
| Equity method earnings (losses) | 27,427 | 51,481 | |||||||||||||||
| Equity method earnings (losses) - carried interest | 110,779 | 11,169 | |||||||||||||||
| Income (loss) before income taxes | (55,828) | (71,416) | |||||||||||||||
| Income tax benefit (expense) | 2,518 | 75,239 | |||||||||||||||
| Income (loss) from continuing operations | (53,310) | 3,823 | |||||||||||||||
| Income (loss) from discontinued operations | (14,771) | (98,906) | |||||||||||||||
| Net income (loss) | (68,081) | (95,083) | |||||||||||||||
| Net income (loss) attributable to noncontrolling interests: | |||||||||||||||||
| Redeemable noncontrolling interests | (14,327) | 6,025 | |||||||||||||||
| Investment entities | (29,102) | 36,616 | |||||||||||||||
| Operating Company | (3,090) | (14,980) | |||||||||||||||
| Net income (loss) attributable to DigitalBridge Group, Inc. | (21,562) | (122,744) | |||||||||||||||
| Preferred stock dividends | 15,759 | 18,516 | |||||||||||||||
| Net income (loss) attributable to common stockholders | $ | (37,321) | $ | (141,260) | |||||||||||||
| Loss per share—basic | |||||||||||||||||
| Loss from continuing operations per share—basic | $ | (0.04) | $ | (0.02) | |||||||||||||
| Net loss attributable to common stockholders per share—basic | $ | (0.06) | $ | (0.29) | |||||||||||||
| Loss per share—diluted | |||||||||||||||||
| Loss from continuing operations per share—diluted | $ | (0.04) | $ | (0.02) | |||||||||||||
| Net loss attributable to common stockholders per share—diluted | $ | (0.06) | $ | (0.29) | |||||||||||||
| Weighted average number of shares | |||||||||||||||||
| Basic | 615,932 | 479,643 | |||||||||||||||
| Diluted | 615,932 | 479,643 | |||||||||||||||
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Distributable Earnings (DE)
(In thousands, except per share data, unaudited)
| Three Months Ended | ||||||||||||||
| June 30, 2022 | June 30, 2021 | |||||||||||||
| Net income (loss) attributable to common stockholders | $ | (37,321) | $ | (141,260) | ||||||||||
| Net income (loss) attributable to noncontrolling common interests in Operating Company | (3,090) | (14,980) | ||||||||||||
| Net income (loss) attributable to common interests in Operating Company and common stockholders | (40,411) | (156,240) | ||||||||||||
| Adjustments for Distributable Earnings (DE): | ||||||||||||||
Transaction-related and restructuring charges(1) | 29,300 | 5,174 | ||||||||||||
| Non-real estate (gains) losses, excluding realized gains or losses of digital assets within the Corporate and Other segment | (58,775) | (6,485) | ||||||||||||
| Net unrealized carried interest | 13,433 | (151,773) | ||||||||||||
| Equity-based compensation expense | 9,344 | 11,642 | ||||||||||||
| Depreciation and amortization | 155,909 | 170,454 | ||||||||||||
| Straight-line rent revenue and expense | (2,956) | (2,309) | ||||||||||||
| Amortization of acquired above- and below-market lease values, net | (10) | (1,498) | ||||||||||||
| Impairment loss | 12,184 | 242,903 | ||||||||||||
| Gain from sales of real estate | — | (2,969) | ||||||||||||
| Non-revenue enhancing capital expenditures | (13,377) | (764) | ||||||||||||
| Debt prepayment penalties and amortization of deferred financing costs and debt premiums and discounts | 5,238 | 10,196 | ||||||||||||
| Adjustment to reflect BRSP cash dividend declared | (4,660) | (40,165) | ||||||||||||
| Income tax effect on certain of the foregoing adjustments | — | (42,536) | ||||||||||||
| Adjustments attributable to noncontrolling interests in investment entities | (91,676) | (15,334) | ||||||||||||
| DE from discontinued operations | (5,958) | (25,874) | ||||||||||||
| After-tax DE | $ | 7,585 | $ | (5,578) | ||||||||||
DE per common share / common OP unit(2) | $ | 0.01 | $ | (0.01) | ||||||||||
DE per common share / common OP unit—diluted(2)(3) | $ | 0.01 | $ | (0.01) | ||||||||||
Weighted average number of common OP units outstanding used for DE per common share and OP unit(2) | 674,573 | 539,287 | ||||||||||||
Weighted average number of common OP units outstanding used for DE per common share and OP unit—diluted (2)(3) | 691,046 | 539,287 | ||||||||||||
_________
(1) Restructuring charges 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 months ended June 30, 2022, included in the calculation of diluted DE 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. For the three months ended June 30, 2022, excluded from the calculation of diluted DE per share are the effects of adding back interest expense associated with convertible senior notes and weighted average dilutive common share equivalents for the assumed conversion of the convertible senior notes as the effect of including such interest expense and common share equivalents would be antidilutive. For the three months ended June 30, 2021, excluded from the calculation of diluted DE 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.
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Distributable Earnings (DE)
DE is an after-tax measure that differs from GAAP net income or loss from continuing operations as a result of the following adjustments, including adjustment for our share of similar items recognized by our equity method investments: transaction-related and restructuring charges; realized and unrealized gains and losses, except realized gains and losses from digital assets in Corporate and Other; depreciation, amortization and impairment charges; debt prepayment penalties, and amortization of deferred financing costs, debt premiums and debt discounts; our share of unrealized carried interest, net of associated compensation expense; equity-based compensation expense; equity method earnings from BrightSpire Capital, Inc. (BRSP) which is replaced with dividends declared by BRSP; effect of straight-line lease income and expense; impairment of equity investments directly attributable to decrease in value of depreciable real estate held by the investee; non-revenue enhancing capital expenditures; income tax effect on certain of the foregoing adjustments. Income taxes included in DE reflect the benefit of deductions arising from certain expenses that are excluded from the calculation of DE, such as equity-based compensation, as these deductions do decrease actual income tax paid or payable by the Company in any one period. There are no differences in the Company’s measurement of DE and AFFO. Therefore, previously reported AFFO is the equivalent to DE and prior period information has not been recast. DE is presented on a reportable segment basis and for the Company in total.
We believe that DE is a meaningful supplemental measure as it reflects the ongoing operating performance of our core business by generally excluding items that are non-core in nature and allows for better comparability of operating results period-over-period and to other companies in similar lines of business.
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| Cautionary Statement Regarding Forward-Looking Statements | ||
This presentation may contain forward-looking statements within the meaning of the federal securities laws. Forward-looking statements relate to expectations, beliefs, projections, future plans and strategies, anticipated events or trends and similar expressions concerning matters that are not historical facts. In some cases, you can identify forward-looking statements by the use of forward-looking terminology such as “may,” “will,” “should,” “expects,” “intends,” “plans,” “anticipates,” “believes,” “estimates,” “predicts,” or “potential” or the negative of these words and phrases or similar words or phrases which are predictions of or indicate future events or trends and which do not relate solely to historical matters. You can also identify forward-looking statements by discussions of strategy, plans or intentions.
Forward-looking statements involve known and unknown risks, uncertainties, assumptions and contingencies, many of which are beyond the Company’s control, and may cause the Company’s actual results to differ significantly from those expressed in any forward-looking statement. Factors that might cause such a difference include, without limitation, the duration and severity of the current novel coronavirus (COVID-19) pandemic, driven by, among other factors, the treatment developments and public adoption rates and effectiveness of COVID-19 vaccines against emerging variants of COVID-19; 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; whether the transaction with AMP Capital will be completed within the time frame and on the terms anticipated or at all, and whether we will realize any of the anticipated benefits from the transaction; 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; our business and investment strategy, including the ability of the businesses in which we have a significant investment (such as BrightSpire Capital, Inc. (BRSP)) to execute their business strategies; BRSP's trading price 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 raise new investment funds and vehicles and transfer warehoused investments; 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 macroeconomic factors, including those resulting from the COVID-19 pandemic, supply chain difficulties, inflation, a potential economic slowdown or recession; the impact of legislative, regulatory and competitive changes; the impact of our transition from a REIT to a C-corporation for tax purposes, and the related liability for corporate and other taxes; whether we will be able to utilize existing tax attributes to offset taxable income to the extent contemplated; our ability to maintain our exemption from registration as an investment company under the Investment Company Act of 1940, as amended (the “1940 Act”); changes in our board of directors or management team, and availability of qualified personnel; our ability to make or maintain distributions to our stockholders; and 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, 2021 and Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2022, 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.
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.
DigitalBridge | Supplemental Financial Report | ||||||||
| Important Note Regarding Non-GAAP Financial Measures | ||
This financial supplemental package includes certain non-GAAP financial measures and operating metrics that are not defined by generally accepted accounting principles, or GAAP.
Following our decision not to maintain qualification as a REIT for 2022, we no longer present Funds From Operations and Adjusted Funds From Operations, supplemental non-GAAP measures commonly used by equity REITs. Resulting from the significant growth in our digital investment management business, effective the second quarter of 2022, we report Distributable Earnings (“DE”), Adjusted Earnings before Interest, Taxes, Depreciation and Amortization (“Adjusted EBITDA”) and, specific to our Digital IM segment, Fee Related Earnings (“FRE”) as non-GAAP financial measures attributable to the DBRG OP, which more closely align the key performance metrics of our core business to the alternative investment management industry.
We use these non-GAAP financial measures in evaluating the Company’s business performance and in making operating decisions. As we evaluate profitability based upon continuing operations, these non-GAAP measures exclude results from discontinued operations. These non-GAAP financial measures should not be considered alternatives to GAAP net income or loss as indicators of operating performance, or to cash flows from operating activities as measures of liquidity, nor as indicators of the availability of funds for our cash needs, including funds available to make distributions. Our calculation of these non-GAAP measures may differ from methodologies utilized by other companies for similarly titled performance measures and, as a result, may not be directly comparable to those calculated by other companies in similar lines of business.
In evaluating the information presented throughout this supplemental financial report, refer to the appendices to this presentation for definitions and reconciliations of non-GAAP financial measures to GAAP measures. For purposes of comparability, historical information in this presentation may reflect certain adjustments to information reported in prior periods.
Distributable Earnings: DE is an after-tax measure that differs from GAAP net income or loss from continuing operations as a result of the following adjustments, including adjustment for our share of similar items recognized by our equity method investments: transaction-related and restructuring charges; realized and unrealized gains and losses, except realized gains and losses from digital assets in Corporate and Other; depreciation, amortization and impairment charges; debt prepayment penalties, and amortization of deferred financing costs, debt premiums and debt discounts; our share of unrealized carried interest, net of associated compensation expense; equity-based compensation expense; equity method earnings from BRSP which is replaced with dividends declared by BRSP; effect of straight-line lease income and expense; impairment of equity investments directly attributable to decrease in value of depreciable real estate held by the investee; non-revenue enhancing capital expenditures; income tax effect on certain of the foregoing adjustments. Income taxes included in DE reflect the benefit of deductions arising from certain expenses that are excluded from the calculation of DE, such as equity-based compensation, as these deductions do decrease actual income tax paid or payable by the Company in any one period. There are no differences in the Company’s measurement of DE and AFFO. Therefore, previously reported AFFO is the equivalent to DE and prior period information has not been recast. DE is presented on a reportable segment basis and for the Company in total.
We believe that DE is a meaningful supplemental measure as it reflects the ongoing operating performance of our core business by generally excluding items that are non-core in nature and allows for better comparability of operating results period-over-period and to other companies in similar lines of business.
Adjusted Earnings before Interest, Taxes, Depreciation and Amortization (Adjusted EBITDA): Adjusted EBITDA represents DE adjusted to exclude the following items: interest expense as included in DE, income tax expense or benefit as included in DE, preferred stock dividends, equity method earnings, placement fee expense, our share of realized carried interest and incentive fees net of associated compensation expense, certain investment costs for capital raising that are not reimbursable by our sponsored funds, and capital expenditures as deducted in DE. Adjusted EBITDA is presented on a reportable segment basis and for the Company in total.
We believe that Adjusted EBITDA is a meaningful supplemental measure of performance because it presents the Company’s operating performance independent of its capital structure, leverage and non-cash items, which allows for better comparability against entities with different capital structures and income tax rates. However, because Adjusted EBITDA is calculated before recurring cash charges including interest expense and taxes and does not deduct capital expenditures or other recurring cash requirements, its usefulness as a performance measure may be limited.
Digital Investment Management Fee Related Earnings (Digital IM FRE): Digital IM FRE is calculated as recurring fee income and other income inclusive of cost reimbursements, and net of compensation expense (excluding equity-based compensation, carried interest and incentive compensation) and administrative expense (excluding placement fees and straight-line rent). Digital IM FRE is used to assess the extent to which direct base compensation and operating expenses are covered by recurring fee revenues in the digital investment management business. We believe that Digital IM FRE is a useful supplemental performance measure because it may provide additional insight into the profitability of the overall digital investment management business.
Digital IM FRE is measured as Adjusted EBITDA for the Digital IM segment, adjusted to reflect the Company’s Digital IM segment as a stabilized business by excluding FRE associated with new investment strategies that have 1) not yet held a first close raising FEEUM; or 2) not yet achieved break-even Adjusted EBITDA only for investment products that may be terminated solely at the Company’s discretion, collectively referred to as “Start-up FRE.” The Company evaluates new investment strategies on a regular basis and excludes Start-Up FRE from Digital IM FRE until such time a new strategy is determined to form part of the Company’s core investment management business.
DigitalBridge | Supplemental Financial Report | ||||||||
| Note Regarding DBRG Reportable Segments / Consolidated and OP Share of Consolidated Amounts | ||
This presentation includes supplemental financial information for the following segments:
Digital Investment Management (Digital IM)
This business represents a leading global digital infrastructure investment platform, managing capital on behalf of a diverse base of global investors. The Company's flagship opportunistic strategy is conducted through its DigitalBridge Partners platform ("DBP") and separately capitalized vehicles, while other strategies, including digital credit, ventures and public equities, 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 incentive fees and carried interest based upon the performance of such investment vehicles, subject to achievement of minimum return hurdles. Earnings from our Digital IM segment were attributed 31.5% to Wafra through the end of May 2022 when Wafra's investment in the Digital IM business was redeemed by the Company.
Digital Operating
This business is composed of balance sheet equity interests in digital infrastructure and real estate operating companies, which generally earn rental income from providing use of digital asset space and/or capacity through leases, services and other agreements. The Company currently owns interests in two companies: DataBank, including zColo, an edge colocation data center business; and Vantage SDC, a stabilized hyperscale data center business. Both DataBank and Vantage are also portfolio companies managed under Digital IM for the equity interests owned by third party capital.
Corporate and Other
This segment is composed of the Company's other investment activities and corporate activities.
Other investment activities are composed of the Company's equity interests in: (i) digital investment vehicles, the largest of which is in the DBP flagship funds, and seed investments in various strategies such as digital liquid and digital credit; and (ii) remaining non-digital investments, primarily in BRSP. Outside of its general partner interests, the Company's other equity interests in its sponsored and/or managed digital investment vehicles are considered to be incidental to its digital investment management business. The primary economics to the Company are represented by fee income and carried interest as general partner and/or manager, rather than economics from its equity interest in the investment vehicles as a limited partner or equivalent. With respect to seed investments, these are not intended to be a long-term deployment of capital by the Company and are expected to be warehoused temporarily on the Company's balance sheet until sufficient third party capital has been raised. At this time, the remaining non-digital investments are not substantially available for immediate sale and are expected to be monetized over an extended period beyond the near term. These other investment 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, these 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. This change in segment presentation is reflected retrospectively.
Corporate activities include corporate level cash and corresponding interest income, corporate level financing and related interest expense, corporate level transaction costs, costs in connection with unconsummated investments, income and expense related to cost reimbursement arrangements with affiliates, 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. As segment results are presented before elimination of intercompany fees, elimination adjustment pertains to fee income earned by the Digital IM segment from third party capital in investment vehicles managed by the Company and consolidated within the Digital Operating segment and in Corporate and Other.
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.
DigitalBridge | Supplemental Financial Report | ||||||||
| Table of Contents | ||
Page | |||||||||||
| I. | Financial Overview | ||||||||||
a. | 6 | ||||||||||
| II. | Financial Results | ||||||||||
a. | Balance Sheet Consolidated & Noncontrolling Interests’ Share | 7 | |||||||||
b. | 8 | ||||||||||
c. | 9 | ||||||||||
d. | Segment Reconciliation of Net Income to DE and Adjusted EBITDA | 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. | Other | 21 | |||||||||
| VIII. | Cash G&A Expense | 22 | |||||||||
| Appendices | |||||||||||
| Reconciliations of Digital IM FRE and Digital Operating Adjusted EBITDA to Net Income (Loss) | 24 | ||||||||||
| Reconciliations of DE and Adjusted EBITDA and to Net Income (Loss) | 25-26 | ||||||||||
| Definitions | 27 | ||||||||||
DigitalBridge | Supplemental Financial Report | 5 | ||||||||||
| Ia. Summary Financial Metrics | ||
| ($ and shares in thousands, except per share data and as noted) (Unaudited) | ||||||||||||||||||||||||||
| 6/30/2022 - 2Q22 | 3/31/2022 - 1Q22 | 12/31/2021 - 4Q21 | 9/30/2021 - 3Q21 | 6/30/2021 - 2Q21 | 3/31/2021 - 1Q21 | 12/31/2020 - 4Q20 | 9/30/2020- 3Q20 | |||||||||||||||||||
| Financial Data | ||||||||||||||||||||||||||
| Net income (loss) attributable to common stockholders | $ | (37,321) | $ | (262,316) | $ | (20,686) | $ | 41,036 | $ | (141,260) | $ | (264,806) | $ | (140,575) | $ | (205,784) | ||||||||||
| Net income (loss) attributable to common stockholders per basic share | (0.06) | (0.46) | (0.04) | 0.08 | (0.29) | (0.56) | (0.30) | (0.44) | ||||||||||||||||||
| Distributable Earnings ("DE") | 7,585 | 1,569 | (5,352) | 700 | (5,578) | (10,213) | (25,373) | (31,010) | ||||||||||||||||||
| DE per basic share | 0.01 | — | (0.01) | — | (0.01) | (0.02) | (0.05) | (0.06) | ||||||||||||||||||
| Adjusted EBITDA | 30,928 | 20,494 | 20,957 | 17,622 | 15,377 | 12,538 | (2,444) | (5,519) | ||||||||||||||||||
| Balance Sheet, Capitalization and Trading Statistics | ||||||||||||||||||||||||||
| Total consolidated assets | $ | 11,877,288 | $ | 11,232,157 | $ | 14,197,816 | $ | 15,442,981 | $ | 15,921,346 | $ | 16,625,250 | $ | 20,200,560 | $ | 19,043,050 | ||||||||||
| DBRG OP share of consolidated assets | 4,177,806 | 3,561,501 | 6,233,158 | 6,086,259 | 6,929,390 | 7,324,784 | 10,119,834 | 10,087,808 | ||||||||||||||||||
Total consolidated debt(1) | 5,612,274 | 5,187,597 | 4,922,722 | 4,621,240 | 3,919,255 | 7,023,226 | 7,931,458 | 7,165,859 | ||||||||||||||||||
DBRG OP share of consolidated debt(1) | 1,746,365 | 1,458,886 | 1,366,528 | 1,391,943 | 1,073,609 | 3,392,620 | 3,853,642 | 3,683,660 | ||||||||||||||||||
Basic shares and OP units outstanding(2) | 707,718 | 649,845 | 620,553 | 547,162 | 545,815 | 538,908 | 535,217 | 535,473 | ||||||||||||||||||
| Liquidation preference of perpetual preferred equity | 883,500 | 883,500 | 883,500 | 947,500 | 1,033,750 | 1,033,750 | 1,033,750 | 1,033,750 | ||||||||||||||||||
| Insider ownership of shares and OP units | 3.3% | 3.6% | 3.5% | 4.0% | 4.0% | 9.4% | 9.4% | 10.0% | ||||||||||||||||||
| Digital Assets Under Management ("AUM") (in billions) | $ | 47.9 | $ | 46.6 | $ | 45.3 | $ | 37.8 | $ | 34.9 | $ | 32.0 | $ | 30.0 | $ | 23.3 | ||||||||||
| Digital Fee Earning Equity Under Management ("FEEUM") (in billions) | $ | 19.0 | $ | 18.8 | $ | 18.3 | $ | 16.5 | $ | 14.5 | $ | 12.9 | $ | 12.8 | $ | 8.6 | ||||||||||
| Digital Key Metrics | ||||||||||||||||||||||||||
| Digital IM FRE | 25,459 | 24,604 | 34,790 | 33,659 | 27,680 | 20,138 | 6,415 | 10,731 | ||||||||||||||||||
| Digital IM FRE - DBRG OP share | 20,759 | 16,989 | 23,757 | 22,922 | 19,470 | 13,583 | 3,893 | 8,148 | ||||||||||||||||||
| Digital Operating Adjusted EBITDA | 101,233 | 88,659 | 84,529 | 80,886 | 81,995 | 82,287 | 59,716 | 45,177 | ||||||||||||||||||
| Digital Operating Adjusted EBITDA - DBRG OP share | 17,643 | 15,497 | 14,200 | 13,636 | 13,776 | 13,948 | 9,620 | 6,914 | ||||||||||||||||||
| Digital and Corporate Debt | 5,612,274 | 5,187,597 | 4,856,222 | 4,617,240 | 3,919,255 | 3,869,338 | 3,758,345 | 3,077,861 | ||||||||||||||||||
| Digital and Corporate Debt - DBRG OP share | 1,746,365 | 1,458,886 | 1,300,028 | 1,387,943 | 1,073,609 | 1,027,520 | 1,059,881 | 886,765 | ||||||||||||||||||
| Other digital net carrying value | 1,190,358 | 672,130 | 532,969 | 503,106 | 424,345 | 353,776 | 353,194 | 256,451 | ||||||||||||||||||
| Other digital net carrying value - DBRG OP share | 808,570 | 495,825 | 358,178 | 339,634 | 269,488 | 243,726 | 254,718 | 210,396 | ||||||||||||||||||
| Number of BRSP shares owned by DigitalBridge | 34,991 | 34,991 | 34,991 | 34,991 | 44,478 | 44,474 | 44,474 | 44,473 | ||||||||||||||||||
| Digital and Corporate net assets & other non-digital assets net carrying value - DBRG OP share | 269,580 | 1,053,640 | 1,085,397 | 654,576 | 439,747 | 283,133 | 493,388 | 330,965 | ||||||||||||||||||
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 June 30, 2022 and the results of certain Company-specific metrics as of June 30, 2022, excluded are class A common shares that are contingently issuable in relation to performance stock units and unvested shares related to LTIP units of 7.7 million and net settlement for the exercise of warrants held by Wafra of 8.8 million. Also excluded are class A shares issuable in relation to an assumed exchange of the Company's remaining 5.75% senior notes of 34.1 million.
DigitalBridge | Supplemental Financial Report | 6 | ||||||||||
| IIa. Financial Results - Balance Sheet | ||
| ($ in thousands, except per share data) (unaudited) | As of June 30, 2022 | |||||||||||||
| Consolidated | Noncontrolling Interests' Share | |||||||||||||
| Assets | ||||||||||||||
| Cash and cash equivalents | $ | 337,150 | $ | 175,818 | ||||||||||
| Restricted cash | 108,686 | 83,851 | ||||||||||||
| Real estate, net | 6,047,928 | 4,878,537 | ||||||||||||
| Loans receivable | 514,163 | 3,945 | ||||||||||||
| Equity and debt investments | 1,080,261 | 421,001 | ||||||||||||
| Goodwill | 761,368 | 354,982 | ||||||||||||
| Deferred leasing costs and intangible assets, net | 1,827,960 | 1,186,035 | ||||||||||||
| Assets held for disposition | 156,672 | — | ||||||||||||
| Other assets | 991,382 | 595,313 | ||||||||||||
| Due from affiliates | 51,718 | — | ||||||||||||
| Total assets | $ | 11,877,288 | $ | 7,699,482 | ||||||||||
| Liabilities | ||||||||||||||
| Debt, net | $ | 5,539,732 | $ | 3,820,638 | ||||||||||
| Accrued and other liabilities | 1,624,708 | 878,656 | ||||||||||||
| Intangible liabilities, net | 32,840 | 27,649 | ||||||||||||
| Liabilities related to assets held for disposition | 719 | — | ||||||||||||
| Dividends and distributions payable | 15,759 | — | ||||||||||||
| Total liabilities | 7,213,758 | 4,726,943 | ||||||||||||
| Commitments and contingencies | ||||||||||||||
| Redeemable noncontrolling interests | 102,011 | 102,011 | ||||||||||||
| 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 | 0 | |||||||||||||
| Class A, 949,000 shares authorized; 655,750 shares issued and outstanding | 6,557 | — | ||||||||||||
| Class B, 1,000 shares authorized; 666 shares issued and outstanding | 7 | — | ||||||||||||
| Additional paid-in capital | 7,646,852 | — | ||||||||||||
| Accumulated deficit | (6,875,817) | — | ||||||||||||
| Accumulated other comprehensive income | 1,455 | — | ||||||||||||
| Total stockholders’ equity | 1,633,286 | — | ||||||||||||
| Noncontrolling interests in investment entities | 2,870,528 | 2,870,528 | ||||||||||||
| Noncontrolling interests in Operating Company | 57,705 | — | ||||||||||||
| Total equity | 4,561,519 | 2,870,528 | ||||||||||||
| Total liabilities, redeemable noncontrolling interests and equity | $ | 11,877,288 | $ | 7,699,482 | ||||||||||
DigitalBridge | Supplemental Financial Report | 7 | ||||||||||
| IIb. Financial Results - Consolidated Segment Operating Results | ||
| Three Months Ended June 30, 2022 | |||||||||||||||||||||||||||||
| ($ in thousands) (unaudited) | Digital Investment Management | Digital Operating | Corporate and Other | Discontinued Operations | Total | ||||||||||||||||||||||||
| Revenues | |||||||||||||||||||||||||||||
| Property operating income | $ | — | $ | 227,646 | $ | 6,605 | $ | — | $ | 234,251 | |||||||||||||||||||
| Interest income | 15 | 7 | 8,477 | — | 8,499 | ||||||||||||||||||||||||
| Fee income | 45,113 | — | (795) | — | 44,318 | ||||||||||||||||||||||||
| Other income | 987 | 34 | 1,320 | — | 2,341 | ||||||||||||||||||||||||
| Total revenues | 46,115 | 227,687 | 15,607 | — | 289,409 | ||||||||||||||||||||||||
| Expenses | |||||||||||||||||||||||||||||
| Property operating expense | — | 94,744 | 2,546 | — | 97,290 | ||||||||||||||||||||||||
| Interest expense | 2,785 | 37,233 | 6,370 | — | 46,388 | ||||||||||||||||||||||||
| Investment expense | 259 | 5,487 | 1,441 | — | 7,187 | ||||||||||||||||||||||||
| Transaction-related costs | 1,898 | — | 858 | — | 2,756 | ||||||||||||||||||||||||
| Depreciation and amortization | 5,375 | 145,817 | 4,160 | — | 155,352 | ||||||||||||||||||||||||
| Compensation expense | |||||||||||||||||||||||||||||
| Cash and equity-based compensation | 23,230 | 20,229 | 9,333 | — | 52,792 | ||||||||||||||||||||||||
| Carried interest and incentive fee compensation | 49,069 | — | — | — | 49,069 | ||||||||||||||||||||||||
| Administrative expenses | 4,869 | 8,910 | 12,574 | — | 26,353 | ||||||||||||||||||||||||
| Total expenses | 87,485 | 312,420 | 37,282 | — | 437,187 | ||||||||||||||||||||||||
| Other income (loss) | |||||||||||||||||||||||||||||
| Other gain (loss), net | (424) | (534) | (45,298) | — | (46,256) | ||||||||||||||||||||||||
| Equity method earnings (loss) | 1,016 | — | 26,411 | — | 27,427 | ||||||||||||||||||||||||
| Equity method earnings (loss) - carried interest | 110,779 | — | — | — | 110,779 | ||||||||||||||||||||||||
| Income (loss) before income taxes | 70,001 | (85,267) | (40,562) | — | (55,828) | ||||||||||||||||||||||||
| Income tax benefit (expense) | (2,006) | (161) | 4,685 | — | 2,518 | ||||||||||||||||||||||||
| Income (loss) from continuing operations | 67,995 | (85,428) | (35,877) | — | (53,310) | ||||||||||||||||||||||||
| Income (loss) from discontinued operations | — | — | — | (14,771) | (14,771) | ||||||||||||||||||||||||
| Net income (loss) | 67,995 | (85,428) | (35,877) | (14,771) | (68,081) | ||||||||||||||||||||||||
| Net income (loss) attributable to noncontrolling interests: | |||||||||||||||||||||||||||||
| Redeemable noncontrolling interests | 47 | — | (14,374) | — | (14,327) | ||||||||||||||||||||||||
| Investment entities | 44,931 | (69,414) | (5,005) | 386 | (29,102) | ||||||||||||||||||||||||
| Operating Company | 1,748 | (1,207) | (2,489) | (1,142) | (3,090) | ||||||||||||||||||||||||
| Net income (loss) attributable to DigitalBridge Group, Inc. | 21,269 | (14,807) | (14,009) | (14,015) | (21,562) | ||||||||||||||||||||||||
| Preferred stock dividends | — | — | 15,759 | — | 15,759 | ||||||||||||||||||||||||
| Net income (loss) attributable to common stockholders | $ | 21,269 | $ | (14,807) | $ | (29,768) | $ | (14,015) | $ | (37,321) | |||||||||||||||||||
DigitalBridge | Supplemental Financial Report | 8 | ||||||||||
| IIc. Financial Results - Noncontrolling Interests’ Share Segment Operating Results | ||
| Three Months Ended June 30, 2022 | |||||||||||||||||||||||||||||
| ($ in thousands) (unaudited) | Digital Investment Management | Digital Operating | Corporate and Other | Discontinued Operations | Total | ||||||||||||||||||||||||
| Revenues | |||||||||||||||||||||||||||||
| Property operating income | $ | — | $ | 186,828 | $ | 2,871 | $ | — | $ | 189,699 | |||||||||||||||||||
| Interest income | — | 3 | 42 | — | 45 | ||||||||||||||||||||||||
| Fee income | 13 | — | — | — | 13 | ||||||||||||||||||||||||
| Other income | 4 | 27 | 811 | — | 842 | ||||||||||||||||||||||||
| Total revenues | 17 | 186,858 | 3,724 | — | 190,599 | ||||||||||||||||||||||||
| Expenses | |||||||||||||||||||||||||||||
| Property operating expense | — | 77,584 | 1,107 | — | 78,691 | ||||||||||||||||||||||||
| Interest expense | — | 29,876 | 541 | — | 30,417 | ||||||||||||||||||||||||
| Investment expense | — | 4,689 | 224 | — | 4,913 | ||||||||||||||||||||||||
| Depreciation and amortization | — | 120,645 | 1,273 | — | 121,918 | ||||||||||||||||||||||||
| Compensation expense | |||||||||||||||||||||||||||||
| Cash and equity-based compensation | — | 15,271 | — | — | 15,271 | ||||||||||||||||||||||||
| Carried interest and incentive fee compensation | 45,190 | — | — | — | 45,190 | ||||||||||||||||||||||||
| Administrative expenses | 25 | 6,895 | 325 | — | 7,245 | ||||||||||||||||||||||||
| Total expenses | 45,215 | 254,960 | 3,470 | — | 303,645 | ||||||||||||||||||||||||
| Other income (loss) | |||||||||||||||||||||||||||||
| Other gain (loss), net | (80) | (463) | (24,747) | — | (25,290) | ||||||||||||||||||||||||
| Equity method earnings (loss) | 642 | — | 5,233 | — | 5,875 | ||||||||||||||||||||||||
| Equity method earnings (loss) - carried interest | 86,720 | — | — | — | 86,720 | ||||||||||||||||||||||||
| Income (loss) before income taxes | 42,084 | (68,565) | (19,260) | — | (45,741) | ||||||||||||||||||||||||
| Income tax benefit (expense) | — | (128) | — | — | (128) | ||||||||||||||||||||||||
| Net income (loss) | 42,084 | (68,693) | (19,260) | — | (45,869) | ||||||||||||||||||||||||
| Income (loss) from discontinued operations | — | — | — | — | — | ||||||||||||||||||||||||
| Non-pro rata allocation of income (loss) to noncontrolling interests | 2,894 | (721) | 267 | — | 2,440 | ||||||||||||||||||||||||
| Net income (loss) attributable to noncontrolling interests | $ | 44,978 | $ | (69,414) | $ | (18,993) | $ | — | $ | (43,429) | |||||||||||||||||||
DigitalBridge | Supplemental Financial Report | 9 | ||||||||||
IId. Financial Results - Segment Reconciliation of Net Income to DE and Adjusted EBITDA | ||
| OP pro rata share by segment | Amounts attributable to noncontrolling interests | DBRG consolidated as reported | |||||||||||||||||||||||||||||||||||||||
| ($ in thousands; for the three months ended June 30, 2022; and unaudited) | Digital IM | Digital Operating | Corporate and Other | Discontinued Operations | Total OP pro rata share | ||||||||||||||||||||||||||||||||||||
| Net income (loss) attributable to common stockholders | $ | 21,269 | $ | (14,807) | $ | (29,768) | $ | (14,015) | $ | (37,321) | $ | — | $ | (37,321) | |||||||||||||||||||||||||||
| Net income (loss) attributable to noncontrolling common interests in Operating Company | 1,748 | (1,207) | (2,489) | (1,142) | (3,090) | — | (3,090) | ||||||||||||||||||||||||||||||||||
| Net income (loss) attributable to common interests in Operating Company and common stockholders | 23,017 | (16,014) | (32,257) | (15,157) | (40,411) | — | (40,411) | ||||||||||||||||||||||||||||||||||
| Adjustments for Distributable Earnings (DE): | |||||||||||||||||||||||||||||||||||||||||
Transaction-related and restructuring charges(1) | 5,050 | — | 3,539 | 20,358 | 28,947 | 353 | 29,300 | ||||||||||||||||||||||||||||||||||
| Non-real estate (gains) losses, excluding realized gains or losses of digital assets within the Corporate and Other segment | 13 | 71 | 9,826 | (11,666) | (1,756) | 15,189 | 13,433 | ||||||||||||||||||||||||||||||||||
| Net unrealized carried interest | (17,246) | — | — | — | (17,246) | (41,529) | (58,775) | ||||||||||||||||||||||||||||||||||
| Equity-based compensation expense | 2,883 | 212 | 4,840 | 36 | 7,971 | 1,373 | 9,344 | ||||||||||||||||||||||||||||||||||
| Depreciation and amortization | 160 | 25,172 | 5,248 | 265 | 30,845 | 125,064 | 155,909 | ||||||||||||||||||||||||||||||||||
| Straight-line rent revenue and expense | 61 | 224 | (1,697) | (78) | (1,490) | (1,466) | (2,956) | ||||||||||||||||||||||||||||||||||
| Amortization of acquired above- and below-market lease values, net | — | (27) | — | — | (27) | 17 | (10) | ||||||||||||||||||||||||||||||||||
| Impairment loss | — | — | — | 12,184 | 12,184 | — | 12,184 | ||||||||||||||||||||||||||||||||||
| Non-revenue enhancing capital expenditures | — | (2,571) | — | — | (2,571) | (10,806) | (13,377) | ||||||||||||||||||||||||||||||||||
| Debt prepayment penalties and amortization of deferred financing costs and debt premiums and discounts | 353 | 940 | 448 | 16 | 1,757 | 3,481 | 5,238 | ||||||||||||||||||||||||||||||||||
| Adjustment to reflect BRSP cash dividend declared | — | — | (4,660) | — | (4,660) | — | (4,660) | ||||||||||||||||||||||||||||||||||
| Adjustments attributable to noncontrolling interests in investment entities | — | — | — | — | — | (91,676) | (91,676) | ||||||||||||||||||||||||||||||||||
| DE from discontinued operations | — | — | — | (5,958) | (5,958) | — | (5,958) | ||||||||||||||||||||||||||||||||||
| After-tax DE | $ | 14,291 | $ | 8,007 | $ | (14,713) | $ | — | $ | 7,585 | $ | — | $ | 7,585 | |||||||||||||||||||||||||||
Notes:
(1) Restructuring charges 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.
DigitalBridge | Supplemental Financial Report | 10 | ||||||||||
IId. Financial Results - Segment Reconciliation of Net Income to DE and Adjusted EBITDA | ||
| OP pro rata share by segment | ||||||||||||||||||||||||||||||||
| ($ in thousands; for the three months ended June 30, 2022; and unaudited) | Digital IM | Digital Operating | Corporate and Other | Discontinued Operations | Total OP pro rata share | |||||||||||||||||||||||||||
| After-tax DE | $ | 14,291 | $ | 8,007 | $ | (14,713) | $ | — | $ | 7,585 | ||||||||||||||||||||||
| Interest expense included in DE | 2,433 | 6,327 | 5,382 | — | 14,142 | |||||||||||||||||||||||||||
| Income tax expense (benefit) included in DE | 1,991 | 32 | (4,685) | — | (2,662) | |||||||||||||||||||||||||||
| Preferred dividends | — | — | 15,759 | — | 15,759 | |||||||||||||||||||||||||||
| Earnings of equity method investments | — | — | (6,982) | — | (6,982) | |||||||||||||||||||||||||||
| Investment costs and non-revenue enhancing capital expenditures in DE | (201) | 3,287 | — | — | 3,086 | |||||||||||||||||||||||||||
| Adjusted EBITDA | $ | 18,514 | $ | 17,653 | $ | (5,239) | $ | — | $ | 30,928 | ||||||||||||||||||||||
DigitalBridge | Supplemental Financial Report | 11 | ||||||||||
| IIIa. Capitalization - Debt Summary | ||
| ($ in thousands; as of June 30, 2022) | ||||||||||||||||||||||||||||||||||||||||||||
| Consolidated debt | Payments due by period(1) | |||||||||||||||||||||||||||||||||||||||||||
| 2022 | 2023 | 2024 | 2025 | 2026 and after | Total | |||||||||||||||||||||||||||||||||||||||
| Investment-level debt: | ||||||||||||||||||||||||||||||||||||||||||||
| Digital Operating - Fixed | $ | 3,116 | $ | 219,792 | $ | 600,753 | $ | 700,000 | $ | 2,119,690 | $ | 3,643,351 | ||||||||||||||||||||||||||||||||
| Digital Operating - Variable | 9,000 | 278,250 | 446,517 | 100,000 | $ | 833,767 | ||||||||||||||||||||||||||||||||||||||
| Total Digital Operating | 3,116 | 228,792 | 879,003 | 1,146,517 | 2,219,690 | 4,477,118 | ||||||||||||||||||||||||||||||||||||||
| Corporate and Other debt: | ||||||||||||||||||||||||||||||||||||||||||||
| 2021-1, A-1 Variable Funding Notes | — | — | — | — | 70,000 | 70,000 | ||||||||||||||||||||||||||||||||||||||
| 2021-1, Class A-2 Term Notes | — | — | — | — | 300,000 | 300,000 | ||||||||||||||||||||||||||||||||||||||
Other - Variable (2) | — | 136,500 | 31,500 | — | 224,681 | 392,681 | ||||||||||||||||||||||||||||||||||||||
Other - Fixed (2) | — | — | — | — | 94,053 | 94,053 | ||||||||||||||||||||||||||||||||||||||
| Convertible/exchangeable senior notes | — | 200,000 | — | 78,422 | — | 278,422 | ||||||||||||||||||||||||||||||||||||||
Total consolidated debt (3) | $ | 3,116 | $ | 565,292 | $ | 910,503 | $ | 1,224,939 | $ | 2,908,424 | $ | 5,612,274 | ||||||||||||||||||||||||||||||||
| 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 | $ | 409 | $ | 28,859 | $ | 78,879 | $ | 91,910 | $ | 379,462 | $ | 579,519 | Fixed | 2.4% | 3.6 | |||||||||||||||||||||||||||||
| Digital Operating - Variable | — | 1,799 | 59,192 | 89,259 | 19,990 | $ | 170,240 | Variable | 6.0% | 2.9 | ||||||||||||||||||||||||||||||||||
| Total Digital Operating | 409 | 30,658 | 138,071 | 181,169 | 399,452 | 749,759 | 3.2% | 3.4 | ||||||||||||||||||||||||||||||||||||
| Corporate and Other debt: | ||||||||||||||||||||||||||||||||||||||||||||
| 2021-1, A-1 Variable Funding Notes | — | — | — | — | 70,000 | 70,000 | Variable | 4.8% | 4.2 | |||||||||||||||||||||||||||||||||||
| 2021-1, Class A-2 Term Notes | — | — | — | — | 300,000 | 300,000 | Fixed | 3.9% | 4.2 | |||||||||||||||||||||||||||||||||||
Other - Variable (2) | — | 136,500 | 31,500 | — | 127,015 | 295,015 | Variable | 3.1% | 3.7 | |||||||||||||||||||||||||||||||||||
Other - Fixed (2) | — | — | — | — | 53,169 | 53,169 | Fixed | 6.5% | 6.9 | |||||||||||||||||||||||||||||||||||
| Convertible/exchangeable senior notes | — | 200,000 | — | 78,422 | — | 278,422 | Fixed | 5.2% | 1.4 | |||||||||||||||||||||||||||||||||||
Total DBRG share of debt (3) | $ | 409 | $ | 367,158 | $ | 169,571 | $ | 259,591 | $ | 949,636 | $ | 1,746,365 | ||||||||||||||||||||||||||||||||
| Digital and Corporate Net Assets | Consolidated amount | DBRG OP share of consolidated amount | ||||||||||||||||||||||||||||||||||||||||||
| Cash and cash equivalents, restricted cash and other assets | $ | 1,091,322 | $ | 375,661 | ||||||||||||||||||||||||||||||||||||||||
| Accrued and other liabilities and dividends payable | 896,543 | 320,033 | ||||||||||||||||||||||||||||||||||||||||||
| Net assets | $ | 194,779 | $ | 55,628 | ||||||||||||||||||||||||||||||||||||||||
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. In June 2022, DigitalBridge acquired the mobile telecommunications tower business of Telenet Group Holding NV, funded with debt financing and equity, including an equity commitment from the DigitalBridge balance sheet. The Company consolidates this investment within its financial statements. DigitalBridge intends to subsequently transfer its ownership to a fund affiliated with its investment management platform.
(3) Excluded from above presentation is debt of assets which are presented under discontinued operations.
DigitalBridge | Supplemental Financial Report | 12 | ||||||||||
| IIIb. Capitalization - DBRG Series 2021-1 | ||
| ($ in thousands, as of June 30, 2022) | |||||||||||
| Class A-2 Term Notes | |||||||||||
| Amount outstanding | $ | 300,000 | |||||||||
| Interest rate | 3.933 | % | |||||||||
| Anticipated Repayment Date (ARD) | September 25, 2026 | ||||||||||
| Kroll Rating | BBB | ||||||||||
| Class A-1 Variable Funding Notes | |||||||||||
| Maximum Available | $ | 300,000 | (1) | ||||||||
| Amount outstanding | $ | 70,000 | |||||||||
| Interest Rate | 1M Term SOFR + 3.00% | (1) | |||||||||
Fully extended Anticipated Repayment Date (ARD)(2) | September 25, 2026 | ||||||||||
| Financial covenants: | Covenant level | ||||||||||
Debt Service Coverage Ratio(3) | Minimum 1.75x | ||||||||||
Loan to Value Ratio(4) | Less than 35.0% | ||||||||||
Investment Management Expense Ratio(5) | Less than 60.0% | ||||||||||
| Company status: As of August 3, 2022, DBRG is meeting all required covenant threshold levels. | |||||||||||
Notes:
(1) Effective April 1, 2022, the maximum principal amount of the Series 2021-1 Class A-1 Variable Funding Notes increased to $300 million and Term SOFR replaced LIBOR as the benchmark for accruing interest on the Series 2021-1 Class A-1 Variable Funding Notes. 1 month term SOFR is adjusted to include 0.11448% as defined in the Amendment No.1 to Class A-1 Note Purchase Agreement.
(2) Anticipated Repayment Date is September 25, 2026 including two 1-year extension options subject to 1) either rating agency confirmation and consent of VFN noteholders are obtained or DSCR exceeding 1.75x, 2) term notes rating not less than BBB- 3) the payment of a 0.05% extension fee and 4) other customary conditions.
(3) Debt service coverage ratio covenant thresholds: minimum of 1.75x for ability to borrow from the VFN; below 1.75x to 1.50x = 50% cash trap; below 1.50x to 1.20x = 100% cash trap; and below 1.20x = cash sweep.
(4) 100% cash sweep until LTV is less than 35%.
(5) 50% cash sweep until ratio is less than 60%.
DigitalBridge | Supplemental Financial Report | 13 | ||||||||||
| IIIc. Capitalization - Convertible/Exchangeable Notes & Perpetual Preferred Stock | ||
| ($ in thousands; except per share data; as of June 30, 2022) | ||||||||||||||||||||||||||||||||||||||
| 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 | $ | 78,422 | July 15, 2025 | 5.75% fixed | $ | 2.30 | 434.7826 | 34,097 | ||||||||||||||||||||||||||||||
| 5.0% Convertible senior notes | 200,000 | April 15, 2023 | 5.00% fixed | 15.76 | 63.4700 | 12,694 | ||||||||||||||||||||||||||||||||
| Total convertible debt | $ | 278,422 | ||||||||||||||||||||||||||||||||||||
| 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 | Callable | |||||||||||||||||
| 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.
DigitalBridge | Supplemental Financial Report | 14 | ||||||||||
| IIId. Capitalization - Organization Structure | ||
DigitalBridge | Supplemental Financial Report | 15 | ||||||||||
| IV. Assets Under Management | ||
| ($ in millions) | DBRG OP Share | ||||||||||||||||||||||||||||
| Segment | 6/30/22 | 3/31/22 | 12/31/21 | 9/30/21 | 6/30/21 | 3/31/21 | 12/31/20 | 9/30/20 | |||||||||||||||||||||
| Digital Investment Management | $ | 45,296 | $ | 44,517 | $ | 43,619 | $ | 36,337 | $ | 33,551 | $ | 30,711 | $ | 28,577 | $ | 22,237 | |||||||||||||
| Digital Operating | 1,466 | 1,460 | 1,233 | 1,157 | 1,093 | 1,073 | 1,087 | 724 | |||||||||||||||||||||
Other (1) | 2,348 | 1,848 | 6,427 | 11,880 | 13,790 | 14,397 | 22,300 | 23,853 | |||||||||||||||||||||
| Total AUM | $ | 49,110 | $ | 47,825 | $ | 51,279 | $ | 49,374 | $ | 48,434 | $ | 46,181 | $ | 51,964 | $ | 46,814 | |||||||||||||
Notes:
(1) June 30, 2022 includes $1.2 billion of non-digital assets.
DigitalBridge | Supplemental Financial Report | 16 | ||||||||||
| V. Digital Investment Management | ||
| ($ in millions) | ||||||||||||||||||||||||||||||||
| AUM DBRG OP Share | 6/30/22 | 3/31/22 | 12/31/21 | 9/30/21 | 6/30/21 | 3/31/21 | 12/31/20 | 9/30/20 | ||||||||||||||||||||||||
| DigitalBridge Partners I | $ | 5,988 | $ | 5,766 | $ | 6,180 | $ | 6,180 | $ | 6,003 | $ | 5,931 | $ | 6,089 | $ | 5,686 | ||||||||||||||||
| DigitalBridge Partners II | 10,739 | 10,687 | 10,430 | 8,005 | 6,431 | 4,775 | 3,241 | — | ||||||||||||||||||||||||
| Separately Capitalized Portfolio Companies | 7,402 | 7,111 | 6,882 | 10,147 | 10,254 | 9,893 | 8,947 | 8,273 | ||||||||||||||||||||||||
| Co-Investment (Sidecar) Capital | 20,200 | 19,907 | 19,311 | 11,417 | 10,273 | 9,591 | 9,857 | 8,181 | ||||||||||||||||||||||||
| Liquid and Other Strategies | 967 | 1,046 | 816 | 588 | 590 | 521 | 443 | 97 | ||||||||||||||||||||||||
| Digital IM AUM | $ | 45,296 | $ | 44,517 | $ | 43,619 | $ | 36,337 | $ | 33,551 | $ | 30,711 | $ | 28,577 | $ | 22,237 | ||||||||||||||||
| FEEUM DBRG OP Share | 6/30/22 Annual IM Fee Rate | 6/30/22 | 3/31/22 | 12/31/21 | 9/30/21 | 6/30/21 | 3/31/21 | 12/31/20 | 9/30/20 | |||||||||||||||||||||||
| DigitalBridge Partners I | 1.10% | $ | 3,048 | $ | 3,034 | $ | 3,215 | $ | 3,040 | $ | 3,081 | $ | 3,179 | $ | 3,756 | $ | 3,756 | |||||||||||||||
| DigitalBridge Partners II | 1.18% | 7,996 | 7,996 | 8,001 | 7,146 | 5,519 | 3,964 | 3,217 | — | |||||||||||||||||||||||
| Separately Capitalized Portfolio Companies | 0.81% | 2,401 | 2,372 | 2,148 | 2,576 | 2,576 | 2,534 | 2,777 | 2,603 | |||||||||||||||||||||||
| Co-Investment (Sidecar) Capital | 0.53% | 4,651 | 4,370 | 4,105 | 3,184 | 2,817 | 2,744 | 2,655 | 2,042 | |||||||||||||||||||||||
| Liquid and Other Strategies | 0.42% | 933 | 1,013 | 786 | 510 | 512 | 432 | 437 | 153 | |||||||||||||||||||||||
| Digital IM FEEUM | 0.92% | $ | 19,029 | $ | 18,785 | $ | 18,255 | $ | 16,456 | $ | 14,505 | $ | 12,853 | $ | 12,842 | $ | 8,554 | |||||||||||||||
| ($ in thousands) | ||||||||||||||||||||||||||||||||
| Digital IM FRE | 2Q22 | 1Q22 | 4Q21 | 3Q21 | 2Q21 | 1Q21 | 4Q20 | 3Q20 | ||||||||||||||||||||||||
| Fee income | $ | 44,758 | $ | 43,155 | $ | 43,145 | $ | 37,751 | $ | 33,304 | $ | 28,917 | $ | 24,191 | $ | 19,172 | ||||||||||||||||
Fee income, other (1) | 355 | 523 | 8,787 | 12,809 | 8,996 | 2,148 | 862 | 876 | ||||||||||||||||||||||||
| Other income | 530 | 251 | 273 | 483 | 84 | 54 | 183 | 87 | ||||||||||||||||||||||||
| Compensation expense—cash | (17,725) | (17,675) | (16,275) | (16,933) | (14,426) | (10,852) | (18,353) | (9,414) | ||||||||||||||||||||||||
| Administrative expenses | (4,794) | (4,012) | (3,446) | (2,675) | (2,337) | (2,067) | (2,310) | (1,832) | ||||||||||||||||||||||||
| Exclude: Start-up FRE of certain new strategies | 2,335 | 2,362 | 2,306 | 2,224 | 2,059 | 1,938 | 1,842 | 1,842 | ||||||||||||||||||||||||
Digital IM FRE (2) | $ | 25,459 | $ | 24,604 | $ | 34,790 | $ | 33,659 | $ | 27,680 | $ | 20,138 | $ | 6,415 | $ | 10,731 | ||||||||||||||||
DBRG OP share of Digital IM FRE(3) | $ | 20,759 | $ | 16,989 | $ | 23,757 | $ | 22,922 | $ | 19,470 | $ | 13,583 | $ | 3,893 | $ | 8,148 | ||||||||||||||||
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 a reconciliation of net income / (loss) to Digital IM FRE, please refer to the Appendices section of this presentation.
(3) In May 2022, DigitalBridge acquired Wafra’s 31.5% ownership in the Company's investment management business, which Wafra initially acquired in July 2020. DigitalBridge is now is now entitled to 100% of the Company's investment management Digital IM FRE.
DigitalBridge | Supplemental Financial Report | 17 | ||||||||||
| VI. Digital Operating | ||
| ($ in millions, unless otherwise noted) | |||||||||||||||||||||||||||||
| Portfolio Overview | 6/30/22 | 3/31/22 | 12/31/21 | 9/30/21 | 6/30/21 | 3/31/21 | 12/31/20 | 9/30/20 | |||||||||||||||||||||
| Consolidated amount | |||||||||||||||||||||||||||||
Asset(1) | $ | 8,429 | $ | 8,397 | $ | 7,624 | $ | 7,211 | $ | 6,736 | $ | 6,633 | $ | 6,248 | $ | 4,925 | |||||||||||||
Debt(2)(3) | (4,477) | (4,479) | (4,217) | (3,817) | (3,374) | (3,369) | (3,227) | (2,546) | |||||||||||||||||||||
| Net Carrying Value - Consolidated | $ | 3,952 | $ | 3,918 | $ | 3,407 | $ | 3,394 | $ | 3,362 | $ | 3,264 | $ | 3,021 | $ | 2,379 | |||||||||||||
| DBRG OP share of consolidated amount | |||||||||||||||||||||||||||||
Asset(1) | $ | 1,466 | $ | 1,460 | $ | 1,233 | $ | 1,157 | $ | 1,093 | $ | 1,073 | $ | 1,087 | $ | 724 | |||||||||||||
Debt(2)(3) | (746) | (746) | (661) | (588) | (529) | (528) | (536) | (355) | |||||||||||||||||||||
| Net Carrying Value - DBRG OP share | $ | 720 | $ | 714 | $ | 572 | $ | 569 | $ | 564 | $ | 545 | $ | 551 | $ | 369 | |||||||||||||
| DBRG net carrying value % interest | 18 | % | 18 | % | 17 | % | 17 | % | 17 | % | 17 | % | 18 | % | 16 | % | |||||||||||||
| ($ in millions, unless otherwise noted) | |||||||||||||||||||||||||||||
Operating Metrics (4) | 6/30/2022 2Q22 | 3/31/2022 - 1Q22 | 12/31/2021 - 4Q21 | 9/30/2021 - 3Q21 | 6/30/2021 - 2Q21 | 3/31/2021 - 1Q21 | 12/31/2020 - 4Q20 | 9/30/2020- 3Q20 | |||||||||||||||||||||
| Number of Data Centers | 82 | 78 | 78 | 76 | 76 | 76 | 32 | 32 | |||||||||||||||||||||
| Max Critical I.T. Square Feet | 2,317,827 | 1,980,317 | 1,949,144 | 1,819,946 | 1,809,943 | 1,791,781 | 1,138,048 | 1,137,866 | |||||||||||||||||||||
| Leased Square Feet | 1,817,101 | 1,608,378 | 1,552,517 | 1,467,420 | 1,439,291 | 1,423,322 | 967,879 | 945,640 | |||||||||||||||||||||
| % Utilization Rate | 78.4% | 81.2% | 79.7% | 80.6% | 79.5% | 79.4% | 85.0% | 83.1% | |||||||||||||||||||||
| MRR (Annualized) | $ | 892.0 | $ | 812.3 | $ | 790.4 | $ | 773.1 | $ | 750.2 | $ | 743.0 | $ | 442.0 | $ | 374.0 | |||||||||||||
| Bookings (Annualized) | $ | 56.5 | $ | 14.2 | $ | 15.3 | $ | 16.6 | $ | 16.4 | $ | 23.0 | $ | 6.0 | $ | 9.4 | |||||||||||||
| Quarterly Churn (% of Prior Quarter MRR) | 1.7% | .9% | 1.9% | 1.3% | 1.3% | 1.3% | .8% | .8% | |||||||||||||||||||||
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 second quarter 2022, in addition to debt presented, the Digital Operating segment has $139 million consolidated, or $25 million DBRG OP share, of finance lease obligations, which represents the present value of payments on leases classified as finance leases, in the Other Liabilities line item on the Company’s Balance Sheet.
(4) Operating metrics presented include assets owned entirely during the presented period. Data of assets acquired within a quarter are included in the following quarter.
DigitalBridge | Supplemental Financial Report | 18 | ||||||||||
| VI. Digital Operating | ||
| ($ in thousands) | |||||||||||||||||||||||||||||
| Digital Operating Adjusted EBITDA | 2Q22 | 1Q22 | 4Q21 | 3Q21 | 2Q21 | 1Q21 | 4Q20 | 3Q20 | |||||||||||||||||||||
| Consolidated amount | |||||||||||||||||||||||||||||
| Total revenues | $ | 227,687 | $ | 202,522 | $ | 189,938 | $ | 194,966 | $ | 189,093 | $ | 189,202 | $ | 127,546 | $ | 98,549 | |||||||||||||
| Property operating expenses | (94,744) | (84,003) | (78,950) | (80,226) | (77,140) | (79,862) | (47,224) | (37,544) | |||||||||||||||||||||
| Compensation and administrative expenses | (29,139) | (26,855) | (28,879) | (29,766) | (28,488) | (25,947) | (16,982) | (11,863) | |||||||||||||||||||||
| Investment expenses | (5,487) | (8,016) | (5,153) | (4,862) | (5,255) | (6,565) | (3,329) | (2,362) | |||||||||||||||||||||
| Straight-line rent expenses and amortization of above- and below-market lease intangibles | (236) | (377) | 370 | 482 | (98) | (399) | (2,607) | (2,106) | |||||||||||||||||||||
| Compensation expense—equity-based | 752 | 752 | 1,918 | 308 | 308 | 308 | 728 | 148 | |||||||||||||||||||||
| Installation services | — | — | 2,097 | (4,058) | 576 | 880 | 429 | (65) | |||||||||||||||||||||
| Transaction-related and restructuring charges | 2,400 | 4,636 | 3,188 | 4,042 | 2,999 | 4,670 | 1,155 | 420 | |||||||||||||||||||||
Digital Operating Adjusted EBITDA - Consolidated (1) | $ | 101,233 | $ | 88,659 | $ | 84,529 | $ | 80,886 | $ | 81,995 | $ | 82,287 | $ | 59,716 | $ | 45,177 | |||||||||||||
| DBRG OP share of consolidated amount | |||||||||||||||||||||||||||||
| Total revenues | $ | 41,448 | $ | 36,882 | $ | 32,464 | $ | 33,771 | $ | 32,624 | $ | 32,741 | $ | 21,013 | $ | 15,600 | |||||||||||||
| Property operating expenses | (17,649) | (15,614) | (13,740) | (14,115) | (13,690) | (14,165) | (7,911) | (6,026) | |||||||||||||||||||||
| Compensation and administrative expenses | (6,246) | (5,752) | (5,457) | (5,615) | (5,350) | (4,888) | (3,276) | (2,310) | |||||||||||||||||||||
| Investment expenses | (793) | (1,169) | (732) | (709) | (819) | (1,090) | (433) | (290) | |||||||||||||||||||||
| Straight-line rent expenses and amortization of above- and below-market lease intangibles | 246 | 195 | 244 | 295 | 247 | 192 | (250) | (154) | |||||||||||||||||||||
| Compensation expense—equity-based | 164 | 164 | 384 | 62 | 62 | 62 | 146 | 30 | |||||||||||||||||||||
| Installation services | — | — | 419 | (812) | 115 | 176 | 86 | (13) | |||||||||||||||||||||
| Transaction-related and restructuring charges | 473 | 791 | 618 | 759 | 587 | 920 | 245 | 77 | |||||||||||||||||||||
| Digital Operating Adjusted EBITDA - DBRG OP share | $ | 17,643 | $ | 15,497 | $ | 14,200 | $ | 13,636 | $ | 13,776 | $ | 13,948 | $ | 9,620 | $ | 6,914 | |||||||||||||
Notes:
(1) For a reconciliation of net income/(loss) to Adjusted EBITDA, please refer to the Appendices section of this presentation.
DigitalBridge | Supplemental Financial Report | 19 | ||||||||||
| VI. Digital Operating | ||
| ($ in thousands) | |||||||||||||||||||||||||||||
| Capital Expenditures | |||||||||||||||||||||||||||||
| Consolidated amount | 2Q22 | 1Q22 | 4Q21 | 3Q21 | 2Q21 | 1Q21 | 4Q20 | 3Q20 | |||||||||||||||||||||
| Non-revenue enhancing capital expenditures | $ | 13,377 | $ | 7,418 | $ | 6,410 | $ | 7,387 | $ | 4,423 | $ | 1,220 | $ | 1,416 | $ | 1,551 | |||||||||||||
| Revenue enhancing capital expenditures | 101,100 | 84,668 | 94,018 | 42,841 | 40,460 | 34,652 | 37,534 | 20,423 | |||||||||||||||||||||
| Total capital expenditures | $ | 114,477 | $ | 92,086 | $ | 100,428 | $ | 50,228 | $ | 44,883 | $ | 35,872 | $ | 38,950 | $ | 21,974 | |||||||||||||
| Leasing Commissions | $ | 2,660 | $ | 1,266 | $ | 1,535 | $ | 1,233 | $ | 5,024 | $ | 775 | $ | 545 | $ | 539 | |||||||||||||
| DBRG OP share of consolidated amount | |||||||||||||||||||||||||||||
| Non-revenue enhancing capital expenditures | $ | 2,571 | $ | 1,372 | $ | 1,097 | $ | 1,349 | $ | 764 | $ | 226 | $ | 233 | $ | 300 | |||||||||||||
| Revenue enhancing capital expenditures | 21,249 | 17,578 | 18,090 | 8,315 | 7,538 | 6,532 | 6,770 | 3,702 | |||||||||||||||||||||
| Total capital expenditures | $ | 23,820 | $ | 18,950 | $ | 19,187 | $ | 9,664 | $ | 8,302 | $ | 6,758 | $ | 7,003 | $ | 4,002 | |||||||||||||
| Leasing Commissions | $ | 489 | $ | 308 | $ | 307 | $ | 213 | $ | 756 | $ | 155 | $ | 109 | $ | 108 | |||||||||||||
DigitalBridge | Supplemental Financial Report | 20 | ||||||||||
| VII. Other | ||
| ($ in thousands) | |||||||||||||||||||||||||||||
| Consolidated amount | 2Q22 | 1Q22 | 4Q21 | 3Q21 | 2Q21 | 1Q21 | 4Q20 | 3Q20 | |||||||||||||||||||||
| DBRG's GP Co-investment in DBP I and II Investments | $ | 284,282 | $ | 248,663 | $ | 242,856 | $ | 230,972 | $ | 225,411 | $ | 173,831 | $ | 171,204 | $ | 184,829 | |||||||||||||
Equity interests in digital investment vehicles, warehouse / seed investments and CLOs (1) | 906,076 | 423,467 | 290,113 | $ | 272,134 | $ | 198,934 | $ | 179,945 | $ | 181,990 | $ | 71,622 | ||||||||||||||||
| Other - digital assets net carrying value | $ | 1,190,358 | $ | 672,130 | $ | 532,969 | $ | 503,106 | $ | 424,345 | $ | 353,776 | $ | 353,194 | $ | 256,451 | |||||||||||||
| DBRG OP share of consolidated amount | |||||||||||||||||||||||||||||
| DBRG's GP Co-investment in DBP I and II Investments | $ | 217,504 | $ | 187,247 | $ | 183,612 | $ | 173,732 | $ | 171,012 | $ | 160,342 | $ | 157,610 | $ | 176,329 | |||||||||||||
Equity interests in digital investment vehicles, warehouse / seed investments and CLOs (1) | 591,066 | 308,578 | 174,566 | $ | 165,902 | $ | 98,476 | $ | 83,384 | $ | 97,108 | $ | 34,067 | ||||||||||||||||
| Other - digital assets net carrying value | $ | 808,570 | $ | 495,825 | $ | 358,178 | $ | 339,634 | $ | 269,488 | $ | 243,726 | $ | 254,718 | $ | 210,396 | |||||||||||||
Notes:
(1) Includes loans that are warehoused for a future securitization vehicle. In June 2022, DigitalBridge acquired the mobile telecommunications tower business of Telenet Group Holding NV, funded with debt financing and equity, including an equity commitment from the DigitalBridge balance sheet. The Company consolidates this investment within its financial statements. DigitalBridge intends to subsequently transfer its ownership to a fund affiliated with its investment management platform.
DigitalBridge | Supplemental Financial Report | 21 | ||||||||||
| VIII. Cash G&A Expense | ||
| ($ in thousands) | |||||||||||||||||||||||||||||
| 2Q22 | 1Q22 | 4Q21 | 3Q21 | 2Q21 | 1Q21 | 4Q20 | 3Q20 | ||||||||||||||||||||||
| Digital Investment Management Cash G&A | |||||||||||||||||||||||||||||
| Cash and equity-based compensation | $ | 23,230 | $ | 24,808 | $ | 20,802 | $ | 21,606 | $ | 16,262 | $ | 12,385 | $ | 19,007 | $ | 9,603 | |||||||||||||
| Administrative expenses | 4,869 | 4,171 | 4,387 | 5,820 | 9,345 | 2,131 | 3,511 | 1,847 | |||||||||||||||||||||
| Compensation expense—equity-based | (3,361) | (3,190) | (2,011) | (2,046) | (1,785) | (1,533) | (649) | (189) | |||||||||||||||||||||
| Administrative expenses—straight-line rent | (76) | (159) | (75) | (74) | (50) | (5) | 1 | (15) | |||||||||||||||||||||
| Administrative expenses—placement agent fee | — | — | (880) | (3,069) | (6,959) | (59) | (1,202) | — | |||||||||||||||||||||
| Transaction-related and restructuring charges | (2,143) | (3,943) | (2,502) | (2,629) | (50) | — | (5) | — | |||||||||||||||||||||
| Digital Investment Management Cash G&A | 22,519 | 21,687 | 19,721 | 19,608 | 16,763 | 12,919 | 20,663 | 11,246 | |||||||||||||||||||||
| Corporate & Other Cash G&A | |||||||||||||||||||||||||||||
| Cash and equity-based compensation | 9,333 | 20,778 | 12,084 | 15,200 | 13,061 | 48,372 | 26,738 | 18,099 | |||||||||||||||||||||
| Administrative expenses | 12,574 | 16,815 | 21,171 | 12,474 | 9,548 | 7,747 | 12,468 | 11,539 | |||||||||||||||||||||
| Compensation expense—equity-based | (4,840) | (5,878) | (3,837) | (4,651) | (5,721) | (14,065) | (5,058) | (4,659) | |||||||||||||||||||||
| Administrative expenses—straight-line rent | 741 | 856 | 1,195 | 602 | 375 | 591 | 353 | 224 | |||||||||||||||||||||
| Administrative expenses—noncontrolling interests | (327) | (302) | (377) | (332) | (255) | (248) | (234) | (96) | |||||||||||||||||||||
| Transaction-related and restructuring charges | (2,828) | (14,352) | (14,229) | (5,027) | (1,399) | (29,626) | (18,971) | (4,565) | |||||||||||||||||||||
| Corporate & Other Cash G&A | 14,653 | 17,917 | 16,007 | 18,266 | 15,609 | 12,771 | 15,296 | 20,542 | |||||||||||||||||||||
| DBRG Cash G&A excluding Portfolio Company G&A | $ | 37,172 | $ | 39,604 | $ | 35,728 | $ | 37,874 | $ | 32,372 | $ | 25,690 | $ | 35,959 | $ | 31,788 | |||||||||||||
| Corporate & Other EBITDA | |||||||||||||||||||||||||||||
| EBITDA, excluding Cash G&A | $ | 9,414 | $ | 8,162 | $ | 1,273 | $ | 1,515 | $ | (239) | $ | (284) | $ | 1,181 | $ | 1,803 | |||||||||||||
| Cash G&A | (14,653) | (17,917) | (16,007) | (18,266) | (15,609) | (12,771) | (15,296) | (20,542) | |||||||||||||||||||||
| Corporate & Other EBITDA | $ | (5,239) | $ | (9,755) | $ | (14,734) | $ | (16,751) | $ | (15,848) | $ | (13,055) | $ | (14,115) | $ | (18,739) | |||||||||||||
DigitalBridge | Supplemental Financial Report | 22 | ||||||||||
Appendices
DigitalBridge | Supplemental Financial Report | 23 | ||||||||||
| Reconciliations of Digital IM FRE and Digital Operating Adjusted EBITDA to Net Income (Loss) | ||
| ($ in thousands) | 2Q22 | 1Q22 | 4Q21 | 3Q21 | 2Q21 | 1Q21 | 4Q20 | 3Q20 | |||||||||||||||||||||
| Digital IM net income (loss) | 67,995 | (9,143) | 28,194 | 39,272 | 15,786 | 7,663 | 2,702 | 3,799 | |||||||||||||||||||||
| Adjustments: | |||||||||||||||||||||||||||||
| Interest expense (income) | 2,771 | 2,500 | 2,499 | 2,250 | — | (1) | (1) | (2) | |||||||||||||||||||||
| Investment expense, net of reimbursement | (200) | 138 | (12) | — | — | 32 | 204 | — | |||||||||||||||||||||
| Depreciation and amortization | 5,375 | 5,276 | 5,928 | 8,242 | 6,298 | 8,912 | 6,421 | 10,259 | |||||||||||||||||||||
| Compensation expense—equity-based | 3,361 | 3,191 | 2,011 | 2,046 | 1,786 | 1,533 | 655 | 189 | |||||||||||||||||||||
| Compensation expense—carried interest and incentive | 49,069 | (20,352) | 25,921 | 31,736 | 8,266 | (33) | 994 | 912 | |||||||||||||||||||||
| Administrative expenses—straight-line rent | 76 | 159 | 75 | 74 | 50 | (2) | (1) | 14 | |||||||||||||||||||||
| Administrative expenses—placement agent fee | — | — | 880 | 3,069 | 6,959 | 59 | 1,202 | — | |||||||||||||||||||||
| Transaction-related and restructuring charges | 4,042 | 3,942 | 2,516 | 2,627 | 51 | — | — | — | |||||||||||||||||||||
| Incentive/performance fee income | (110,779) | 40 | (5,720) | (1,313) | (4,489) | — | — | — | |||||||||||||||||||||
| Equity method (earnings) losses | (1,016) | 31,062 | (31,608) | (59,196) | (11,203) | 195 | (6,744) | (6,394) | |||||||||||||||||||||
| Other (gain) loss, net | 424 | 3,055 | (52) | (461) | (119) | (165) | (102) | (32) | |||||||||||||||||||||
| Income tax (benefit) expense | 2,006 | 2,374 | 1,852 | 3,089 | 2,236 | 7 | (757) | 144 | |||||||||||||||||||||
| Digital IM Adjusted EBITDA | $ | 23,124 | $ | 22,242 | $ | 32,484 | $ | 31,435 | $ | 25,621 | $ | 18,200 | $ | 4,573 | $ | 8,889 | |||||||||||||
| Exclude: Start-up FRE of certain new strategies | 2,335 | 2,362 | 2,306 | 2,224 | 2,059 | 1,938 | 1,842 | 1,842 | |||||||||||||||||||||
| Digital IM FRE | $ | 25,459 | $ | 24,604 | $ | 34,790 | $ | 33,659 | $ | 27,680 | $ | 20,138 | $ | 6,415 | $ | 10,731 | |||||||||||||
| Wafra’s 31.5% ownership | (4,700) | (7,615) | (11,033) | (10,737) | (8,210) | (6,555) | (2,522) | (2,583) | |||||||||||||||||||||
| DBRG OP share of Digital IM FRE | $ | 20,759 | $ | 16,989 | $ | 23,757 | $ | 22,922 | $ | 19,470 | $ | 13,583 | $ | 3,893 | $ | 8,148 | |||||||||||||
| 2Q22 | 1Q22 | 4Q21 | 3Q21 | 2Q21 | 1Q21 | 4Q20 | 3Q20 | ||||||||||||||||||||||
| Digital Operating net income (loss) from continuing operations | (85,428) | (74,141) | (83,909) | (71,822) | (10,850) | (64,260) | (53,591) | (38,795) | |||||||||||||||||||||
| Adjustments: | |||||||||||||||||||||||||||||
| Interest expense | 37,233 | 36,184 | 35,144 | 29,839 | 29,272 | 31,132 | 41,815 | 18,589 | |||||||||||||||||||||
| Income tax (benefit) expense | 161 | (330) | (1,941) | 1,922 | (66,788) | (12,268) | (6,967) | (6,091) | |||||||||||||||||||||
| Depreciation and amortization | 145,817 | 122,891 | 126,436 | 120,458 | 126,227 | 122,221 | 78,554 | 73,032 | |||||||||||||||||||||
| Straight-line rent expenses and amortization of above- and below-market lease intangibles | (236) | (377) | 370 | 482 | (98) | (399) | (2,607) | (2,106) | |||||||||||||||||||||
| Compensation expense—equity-based | 752 | 752 | 1,918 | 308 | 308 | 308 | 728 | 148 | |||||||||||||||||||||
| Installation services | — | — | 2,097 | (4,058) | 576 | 880 | 429 | (65) | |||||||||||||||||||||
| Transaction-related and restructuring charges | 2,400 | 4,636 | 3,188 | 4,042 | 2,999 | 4,670 | 1,155 | 420 | |||||||||||||||||||||
| Other gain/loss, net | 534 | (956) | 1,226 | (285) | 349 | 3 | 200 | 45 | |||||||||||||||||||||
| Digital Operating Adjusted EBITDA | $ | 101,233 | $ | 88,659 | $ | 84,529 | $ | 80,886 | $ | 81,995 | $ | 82,287 | $ | 59,716 | $ | 45,177 | |||||||||||||
DigitalBridge | Supplemental Financial Report | 24 | ||||||||||
| Reconciliations of DE and Adjusted EBITDA to Net Income (Loss) | ||
| ($ in thousands) | 2Q22 | 1Q22 | 4Q21 | 3Q21 | 2Q21 | 1Q21 | 4Q20 | 3Q20 | |||||||||||||||||||||
| Net income (loss) attributable to common stockholders | $ | (37,321) | $ | (262,316) | $ | (20,686) | $ | 41,036 | $ | (141,260) | $ | (264,806) | $ | (140,575) | $ | (205,784) | |||||||||||||
| Net income (loss) attributable to noncontrolling common interests in Operating Company | (3,090) | (22,862) | (1,946) | 4,311 | (14,980) | (27,896) | (15,411) | (22,651) | |||||||||||||||||||||
| Net income (loss) attributable to common interests in Operating Company and common stockholders | (40,411) | (285,178) | (22,632) | 45,347 | (156,240) | (292,702) | (155,986) | (228,435) | |||||||||||||||||||||
| Adjustments for Distributable Earnings (DE): | |||||||||||||||||||||||||||||
| Transaction-related and restructuring charges | 29,300 | 24,668 | 29,977 | 19,501 | 5,174 | 34,482 | 21,887 | 13,044 | |||||||||||||||||||||
| Non-real estate (gains) losses, excluding realized gains or losses of digital assets within the Corporate and Other segment | 13,433 | 130,224 | (52,611) | 11,319 | (151,773) | 267,812 | 193,948 | 84,995 | |||||||||||||||||||||
| Net unrealized carried interest | (58,775) | 13,078 | (7,375) | (27,953) | (6,485) | 189 | (5,734) | (5,170) | |||||||||||||||||||||
| Equity-based compensation expense | 9,344 | 18,720 | 19,416 | 9,038 | 11,642 | 19,299 | 8,288 | 7,879 | |||||||||||||||||||||
| Depreciation and amortization | 155,909 | 132,876 | 147,137 | 140,110 | 170,454 | 205,325 | 141,130 | 172,834 | |||||||||||||||||||||
| Straight-line rent revenue and expense | (2,956) | (2,548) | (1,986) | (1,925) | (2,309) | 17,225 | (6,403) | (6,281) | |||||||||||||||||||||
| Amortization of acquired above- and below-market lease values, net | (10) | (248) | (333) | (172) | (1,498) | 6,005 | (1,229) | (1,440) | |||||||||||||||||||||
| Impairment loss | 12,184 | 23,799 | (40,732) | (8,210) | 242,903 | 106,077 | 31,365 | 145,392 | |||||||||||||||||||||
| Gain from sales of real estate | — | 3 | (197) | (514) | (2,969) | (38,102) | (26,566) | (12,332) | |||||||||||||||||||||
| Non-revenue enhancing capital expenditures | (13,377) | (1,372) | (1,097) | (1,349) | (764) | (226) | (233) | (300) | |||||||||||||||||||||
| Debt prepayment penalties and amortization of deferred financing costs and debt premiums and discounts | 5,238 | 98,465 | 36,685 | 7,651 | 10,196 | 45,627 | 25,034 | 4,296 | |||||||||||||||||||||
| Adjustment to reflect BRSP cash dividend declared | (4,660) | (9,089) | (28,243) | 9,478 | (40,165) | 55,648 | (22,999) | (18,207) | |||||||||||||||||||||
| Preferred share redemption (gain) loss | — | — | 2,127 | 2,865 | — | — | — | — | |||||||||||||||||||||
| Income tax effect on certain of the foregoing adjustments | — | (589) | 8,195 | 1,663 | (42,536) | (17,657) | (8,764) | (7,917) | |||||||||||||||||||||
| Adjustments attributable to noncontrolling interests in investment entities | (91,676) | (132,237) | (105,150) | (83,074) | (15,334) | (406,824) | (223,136) | (184,947) | |||||||||||||||||||||
| DE from discontinued operations | (5,958) | (9,003) | 11,467 | (123,075) | (25,874) | (12,391) | 4,025 | 5,579 | |||||||||||||||||||||
| After-tax DE | $ | 7,585 | $ | 1,569 | $ | (5,352) | $ | 700 | $ | (5,578) | $ | (10,213) | $ | (25,373) | $ | (31,010) | |||||||||||||
DigitalBridge | Supplemental Financial Report | 25 | ||||||||||
| Reconciliations of DE and Adjusted EBITDA to Net Income (Loss) | ||
| ($ in thousands) | 2Q22 | 1Q22 | 4Q21 | 3Q21 | 2Q21 | 1Q21 | 4Q20 | 3Q20 | |||||||||||||||||||||
| After-tax DE | $ | 7,585 | $ | 1,569 | $ | (5,352) | $ | 700 | $ | (5,578) | $ | (10,213) | $ | (25,373) | $ | (31,010) | |||||||||||||
| Interest expense included in DE | 14,142 | 13,280 | 13,775 | 14,160 | 11,834 | 12,387 | 11,972 | 12,234 | |||||||||||||||||||||
| Income tax expense (benefit) included in DE | (2,662) | (6,849) | 631 | (12,638) | (8,224) | (5,613) | (9,974) | (5,310) | |||||||||||||||||||||
| Preferred dividends | 15,759 | 15,759 | 16,139 | 17,456 | 18,516 | 18,516 | 18,516 | 18,516 | |||||||||||||||||||||
| Earnings of equity method investments | (6,982) | (6,691) | (6,441) | (5,784) | (6,216) | (4,440) | — | — | |||||||||||||||||||||
| Placement fee expense | — | — | 603 | 2,102 | 4,767 | 40 | 823 | — | |||||||||||||||||||||
| Net realized carried interest and incentive fees | — | 1,172 | (1,092) | (7) | (1,565) | 11 | 140 | 248 | |||||||||||||||||||||
| Investment costs and non-revenue enhancing capital expenditures in DE | 3,086 | 2,023 | 2,463 | 1,402 | 1,620 | 1,649 | 1,251 | 554 | |||||||||||||||||||||
| Non pro-rata allocation of income (loss) to noncontrolling interests | — | 231 | 231 | 231 | 223 | 201 | 201 | (751) | |||||||||||||||||||||
| Adjusted EBITDA | $ | 30,928 | $ | 20,494 | $ | 20,957 | $ | 17,622 | $ | 15,377 | $ | 12,538 | $ | (2,444) | $ | (5,519) | |||||||||||||
DigitalBridge | Supplemental Financial Report | 26 | ||||||||||
| Definitions | ||
Assets Under Management (“AUM”)
Assets owned by the Company’s balance sheet and assets for which the Company and its affiliates provide investment management services, including assets for which the Company may or may not charge management fees and/or performance allocations. Balance sheet AUM is based on the undepreciated carrying value of digital investments and the impaired carrying value of non digital investments as of the report date. Investment management AUM is based on the cost basis of managed investments as reported by each underlying vehicle as of the report date. AUM further includes uncalled capital commitments, but excludes 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.
Non-revenue Enhancing Capital Expenditures
Represents capitalized expenditures needed to maintain operating real estate which are not expected to generate incremental revenue.
Revenue Enhancing 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.
DigitalBridge | Supplemental Financial Report | 27 | ||||||||||
1 EARNINGS PRESENTATION 2Q 2022 A u g u s t 4 , 2 0 2 2
2 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, driven by, among other factors, the treatment developments and public adoption rates and effectiveness of COVID-19 vaccines against emerging variants of COVID-19; 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; whether the transaction with AMP Capital will be completed within the time frame and on the terms anticipated or at all, and whether we will realize any of the anticipated benefits from the transaction; our ability to continue to achieve the same levels of AUM growth we have achieved over the last 3 years; the ability of our future returns on investment to match our recent returns on investment; our ability to achieve our projected FFEUM growth at all or on the timing anticipated; 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; our business and investment strategy, including the ability of the businesses in which we have a significant investment (such as BRSP) to execute their business strategies; BRSP's trading price 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 raise new investment funds and vehicles and transfer warehoused investments; 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; our ability to achieve anticipated MOIC and balance sheet proceeds from the DataBank transaction; 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 expected warehouse fees for holding such 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 macroeconomic factors, including those resulting from the COVID-19 pandemic, supply chain difficulties, inflation, a potential economic slowdown or recession; the impact of legislative, regulatory and competitive changes; the impact of our transition from a REIT to a C-corporation for tax purposes, and the related liability for corporate and other taxes; whether we will be able to utilize existing tax attributes to offset taxable income to the extent contemplated; our ability to maintain our exemption from registration as an investment company under the Investment Company Act of 1940, as amended (the “1940 Act”); changes in our board of directors or management team, and availability of qualified personnel; our ability to make or maintain distributions to our stockholders; and 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, 2021 and Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2022, 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. 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 2 3 4UPGRADED ROADMAP BUSINESS UPDATE FINANCIAL RESULTS EXECUTING THE DIGITAL PLAYBOOK
4 1 DBRG UPGRADED ROADMAP
5 DBRG UPGRADED STRATEGIC ROADMAP Stage I The Transition (2019 - 2021) Stage II The Acceleration (2021, 2022, 2023) Hospitality Real Estate Healthcare Real Estate Other Equity and Debt Industrial Real Estate BrightSpire Management Legacy Invest. Management Stage II+ Scaling and Capital Formation $2B Capital D i g i t a l F i r e p o w e r RAPID GROWTH IN IM PLATFORM >2x FEEUM in Next 3 Years Steady Digital Operating Growth ROTATION TO DIGITAL INFRASTRUCTURE SCALING FAST GROWTH INVESTMENT MANAGEMENT (IM) STEADY & STABLE GROWTH DIGITAL OPERATING Extend Existing & New OfferingsC-Corp transition and repurchase of minority stake in IM platform provide flexibility to continue rapid IM growth UNLOCKED INVESTMENT MANAGEMENT (IM) BUSINESS Doubling Investment Management (IM) Business in the next 3 years by SCALING our high growth Investment Management Platform - complemented by steady growth of Digital Operating segment Strategic Corporate Actions Note: The Company undertakes no obligation to provide updated projections on a quarterly or other basis
6 IM GROWTH POTENTIAL UNLOCKED – 2X FEEUM GROWTH (1) Pro forma for AMP Capital transaction 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. Additionally, The Company undertakes no obligation to provide updated projections on a quarterly or other basis $100B+ AUM >20% CAGR $55B(1) AUM AUM FEEUM >2x FEEUM $23B(1) FEEUM $50B+ FEEUM 3 Years Value creation at DBRG over the next 3 years to be driven by strong capital formation from new and existing flagship fund offerings. Growing Secular Demand • Persistent demand for Digital Infrastructure asset class continues to grow • Institutional investors remain under-allocated and DBRG is the Partner of Choice Building the Full Stack • ‘FULL STACK’ strategic profile expands TAM creating more capacity • Flagship fund strategy presents opportunity for step-function growth INVESTMENT MANAGEMENT
7 WHAT DOES 2X FEEUM TRANSLATE INTO? FEEUM growth translates simply into significant incremental revenue and earnings (1) Pro forma for AMP Capital transaction 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. Additionally, The Company undertakes no obligation to provide updated projections on a quarterly or other basis AUM 3 Years FEEUM GROWTH + $27B FEEUM + $240M REVENUE + $170M Incremental FRE 2x $23B(1) FEEUM $50B+ FEEUM >2x FEEUM @ 90 bps Avg. Fee Rate @ 70% Incremental Margin INVESTMENT MANAGEMENT SIMPLE ALGORITHM Illustrative Example
8 $6.8 $12.8 $18.3 $25B+(1) 2019 2020 2021 2022E >3X FEEUM over past 3 years driven by secular tailwinds and DBRG strategic position as ‘Partner of Choice’ ROADMAP CONSISTENT WITH OUR TRACK RECORD $13.5B $30.0B $45.3B $65B+(1) FEEUM Sources: DigitalBridge Note: The Company undertakes no obligation to provide updated projections on a quarterly or other basis (1) Pro forma YE 2022 AUM & FEEUM, include projections for announced transactions (AMP Capital, Switch and GD Towers) and the success of previously anticipated fundraising INVESTMENT MANAGEMENT 2x FEEUM GROWTH NEXT 3 YEARS EARNINGS DRIVEN VALUATION UPDATED GUIDANCE 23-25 CAPITAL ALLOCATION FRAMEWORK 2023 2025 UPGRADED ROADMAP DIGITAL AUM FEEUM $
9 STRATEGIC CAPITAL ALLOCATION PRIORITIES With Wafra transaction close ($0.4B) in 2Q, DBRG has $0.9B to redeploy, we have earmarked 3 simple uses: Strategic Digital M&A, Capital Structure Optimization, and Share Repurchases & Dividends Strategic Digital M&A CAPITAL ALLOCATION FRAMEWORK ($ in millions) Capital Structure Optimization Share Repurchases & Dividends $900M 1 3 2 USESSOURCES & Current Liquidity DataBank Recap(1) Return of Warehoused Investments(2) AMP Capital Acquisition BRSP Shares & Legacy Future GP Investments Digital Firepower (1) Reflects preliminary syndication estimates, currently $230M agreed in original Swiss Life agreement (2) Includes investments for soon to close strategies, including the previously announced Credit and Core vehicles
10 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. Additionally, The Company undertakes no obligation to provide updated projections on a quarterly or other basis. 1) Digital IM excludes incentive fee income to be consistent with the presentation of FRE / Adjusted EBITDA 2) Includes mid-point projections for Digital Operating, Digital Investment Management and future M&A. Excludes Corporate and Other segment 3) Original projection provided in DBRG’s 4Q21 Earnings Presentation 4) Includes current run-rate forecast for recent and pending acquisitions Target(2): $300M Still Targeting(2) $300M+ A MORE SCALABLE ROADMAP – AN UPDATED BUSINESS MIX Original(3) 2023 EBITDA Projection Current(4) 2023 EBITDA Projection AN IM LEVERED BUSINESS $100 Digital Investment Management (1) $185 Digital Investment Management (1) Rebalancing our Business Mix to an asset-light model is driven by reallocating capital to our high-growth, scalable Digital Investment Management platform FINANCIAL IMPLICATIONS Faster Growth ~$60 Digital M&A/TBD UPGRADED ROADMAP Highly Scalable Lower capital intensity/leverage STRUCTURAL IMPLICATIONS $55 Digital Operating $200 Digital Operating +$70M incremental EBITDA, $715M of Balance Sheet capital allocated to complete and transactions Greater Alignment - Balance Sheet is Partner rather than competitor to Digital IM platform Accelerates Full Stack – Balance sheet can be leveraged to accelerate growth of new offerings through GP commitments, warehousing and co-investments
11 2 BUSINESS UPDATE
12 ADVERSITY PRESENTS OPPORTUNITY Ability to Differentiate – Great chance to out-execute the competition – who is delivering for customers? Logic of Outsourcing - Capital scarcity drives increased outsourcing, shared- infra model makes even more sense, we are seeing this already More Rational Pricing – As a net buyer, lower prices drive better long-term returns…this is good for us! Partner of Choice - Institutional investors allocating only to their trusted names… We believe DigitalBridge is Partner of Choice in digital infra-asset class INFLATION INTEREST RATES SUPPLY CHAIN GEOPOLITICS Impacts: Higher construction materials costs, increased wages Impacts: Portco / Corporate borrowing costs Impacts: Construction delays for selected / specialty parts Impacts: European energy prices THE DIGITALBRIDGE PERSPECTIVE U.S. Inflation 2021 - 2022 U.S. 10 Year Treasury 7.5% 9.1% 1.51% 2.95% Digital Real Estate/Asset Values Rise 3 Decades of experience operating through different market cycles and economic conditions Adjust Hurdle Rates, More Rational Pricing Leverage Scale to Front of Line Power pass throughs; No Ukraine/Russia Exposure
13 PORTFOLIO PERFORMING WELL DESPITE MACRO ENVIRONMENT DigitalBridge’s diversified portfolio of digital infrastructure businesses continues to deliver solid growth with current and leading indicators in positive territory. Towers Data Centers Small Cells Fiber Investment Management Portfolio Performance Stats Digital Operating Portfolio Performance Stats 6.1x 2Q BOOKINGS MRR YoY Small Cell 6/30/21 6/30/22 % Change Revenue (consolidated) $189M $228M 20% EBITDA (consolidated) $82M $101M 23% MRR (LQA) $750M $892M 19% Number of Data Centers 76 82 8% Leased Square Feet 1.4M 1.8M 26% Bookings (LQA) $16M $57M 246% 2.7x 2Q BOOKINGS MRR YoY +28% 2Q BOOKINGS MRR YoY +5% 2Q BOOKINGS MRR YoY
14 CAPITAL FORMATION: FIRST COMMITMENTS TO NEW STRATEGIES Closed initial commitments on Core and Credit strategies…building momentum into the second half of 2022. Success with ‘FULL STACK’ approach and co-invest opportunities position DBRG to exceed ‘22 target. Credit Fund – Initial Commitments Initial commitments of ~$0.3B for DigitalBridge Credit Fund; expected to be seeded with warehoused credit investments from balance sheet Core Fund – Initial Commitments Initial commitments of ~$0.3B for DigitalBridge Strategic Asset Fund, expected to be seeded with the Telenet TowerCo, currently warehoused on the balance sheet DataBank Recapitalization Swiss Life-Led consortium acquired 27% equity interest in DataBank for ~$1.2B in cash from existing investors $0.3B $1.2B Credit Core Co-Invest 1Q22 FY 2022E $3.8B midpoint Target 2/3 to Target at half-way point 1H22 1Q22 $0.5B $2.3B $0.3B Note: The Company undertakes no obligation to provide updated projections on a quarterly or other basis
15 DBRG 2Q22 - ESTABLISHING NEW SIGNATURE PLATFORMS During 2Q, DigitalBridge continued to reinforce its position as a leader in digital infrastructure globally, establishing two new signature platforms in addition to ongoing investment in existing portfolio companies ESTABLISHING NEW SIGNATURE PLATFORMSBUILDING/GROWING EXISTING PLATFORMS LEADING EUROPEAN TOWERCO BACKED BY #1 CARRIER IN GERMANY GD Towers Portfolio PREMIER PRIVATE CLOUD DATA CENTER BUSINESS POISED TO SCALE DigitalBridge to support next phase of value creation alongside Swiss Life-led consortium acquiring 27% equity interest in DataBank Enters Philippine market with the acquisition of PLDT Group portfolio of 2,934 sites REGION: North America DATE: May 2022 ASSET: Data centers $11B Transaction Value REGION: Europe DATE: July 2022 ASSET: TowerCo $17.5B Transaction Value TRANSACTION: Recapitalization REGION: North America DATE: June 2022 ASSET: Data centers TRANSACTION: Growth M&A REGION: SouthEast Asia DATE: July 2022 ASSET: TowerCo
16 CREATING SHAREHOLDER VALUE +$230M Recap Creates long-term continuation vehicle Harvests significant profit at attractive valuation (recycling into new Digital M&A) Maintains exposure to next stage of DataBank’s growth including participation in carried interest Balance Sheet Proceeds Initial ~$230M, up to $400M+ Value Accretion 1.9x MOIC in ~3 Years Warehouse investment to seed new strategies DBRG receives earnings during hold period AND warehousing fee Balance Sheet Commitment $290M Expected Return/Hold 5% yield + warehouse fee (~ 6 Months) DigitalBridge continues to leverage its balance sheet to create value for DBRG shareholders ESTABLISHING NEW STRATEGIES BUILDING/GROWING EXISTING PLATFORMS +$290M Acquisition ✔ ✔ ✔ 27% equity interest sale in DataBank to a consortium led by Swiss Life AM DBRG finalized the €745M acquisition of Telenet’s tower business
17 3 2Q22 FINANCIAL RESULTS
18 2Q 2022 FINANCIAL OVERVIEW Note: All $ in millions except per share & AUM TOTAL COMPANY 2Q21 2Q22 % Change from 2Q21 2Q21 LTM 2Q22 LTM % Change from 2Q21 LTM Consolidated Revenues $237.2 $289.4 +22% $736.2 $1,054.9 +43% DBRG OP Share of Revenues $66.7 $90.9 +36% $189.1 $319.1 +69% Net Income (DBRG Shareholder) ($141.3) ($37.3) ($752.4) ($279.3) Per Share ($0.29) ($0.06) ($1.59) ($0.51) Adjusted EBITDA (DBRG OP Share) $15.4 $30.9 +101% $20.0 $90.0 +351% Distributable Earnings ($5.6) $7.6 ($72.2) $4.5 Digital AUM ($B) $34.9 $47.9 +37% $34.9 $47.9 +37% Revenues, earnings and cash flows continue their positive trajectory on a year-over-year basis as both Digital Investment Management and Digital Operating segments contribute to industry leading growth
19 2Q 2022 SEGMENT EARNINGS – INVESTMENT MANAGEMENT NOTE: All $ in millions except FEEUM DIGITAL INVESTMENT MANAGEMENT 2Q21 2Q22 % Change from 2Q21 2Q21 LTM 2Q22 LTM % Change from 2Q21 LTM Consolidated Revenues $46.9 $46.1 (2%) $123.6 $204.7 +66% Fee Related Earnings (FRE) $27.7 $25.5 (8%) $65.0 $118.5 +82% DBRG OP Share Revenue $33.4 $37.9 +13% $86.3 $145.5 +69% FRE $19.5 $20.8 +7% $45.1 $84.4 +87% FEEUM ($B) $14.5 $19.0 +31% $14.5 $19.0 +31% Average Fee Rate 0.9% 0.9% 0.9% 0.9% Prior year 2Q21 figures include $8.1M of 1x Catch-Up Fees on a consolidated basis, which flow through at 100% margin to FRE. Excluding Catch-Up Fees, Consolidated Revenues increased by 18% and FRE by 28% YoY. At DBRG OP Share, Fee Revenues increased 35% and FRE increased by 47%. During 2Q22, excluding 1x Catch-Up Fees from 2Q21, DigitalBridge continued to grow IM revenue and earnings rapidly, driven by higher levels of FEEUM and operating leverage improvements.
20 2Q 2022 SEGMENT EARNINGS – DIGITAL OPERATING NOTE: All $ in millions Earnings from Digital Operating investments, DataBank and Vantage SDC, continued to contribute positive earnings growth driven by continued lease-up at Vantage SDC and Houston data center additions at DataBank. DIGITAL OPERATING 2Q21 2Q22 % Change from 2Q21 2Q21 LTM 2Q22 LTM % Change from 2Q21 LTM Consolidated Revenues $189.1 $227.7 +20% $604.4 $815.1 +35% Consolidated Adjusted EBITDA $82.0 $101.3 +23% $269.2 $355.4 +32% DBRG OP Share Revenues $32.6 $40.8 +25% $102.0 $143.5 +41% Adjusted EBITDA $13.8 $17.6 +28% $44.3 $61.0 +38% MRR $750 $892 +19% $750 $892 +19%
21 STABILIZED GROWTH Digital IM and Digital Operating divisions have continued to grow consistently with ‘lower left to upper right trajectory’ (1) Includes pro-forma run rate adjustments for the acquisition of the 31.5% minority interest completed in May 2022 and for the AMP Capital transaction; The purchase of the AMP Capital business is currently under contract and expected to close by the end of the year; The purchase of the AMP Capital business is subject to customary regulatory closing conditions. We can provide no assurance that it will close on the timing anticipated or at all. $34M $62M $84M $131M $131M $132M $138M $145M $160M $13M $28M $39M $56M $55M $56M $60M $62M $68M 2Q20 3Q20 4Q20 1Q21 2Q21 3Q21 4Q21 1Q22 2Q22 Annualized Revenue Annualized EBITDA Continued growth in Digital Operating driven primarily by successful M&A at Vantage SDC and DataBank DBRG SHARE 100% ATTRIBUTABLE TO DBRG Digital Operating $54M $58M $69M $85M $94M $106M $120M $120M $148M $240M $29M $32M $33M $48M $53M $60M $73M $69M $83M $125M 2Q20 3Q20 4Q20 1Q21 2Q21 3Q21 4Q21 1Q22 2Q22 PF Annualized Fee Revenue Annualized FRE As a result of the purchase of the Global Infrastructure business from AMP Capital, annualized FRE now exceeds the $120M midpoint of 2022 FRE guidance DBRG SHARE EXCLUDES 31.5% MINORITY INTEREST UNTIL MAY 2022 CONVERSION EXCLUDES 1X ITEMS Digital Investment Management (1)
22 2023 2025 Previous Update Previous Update Digital IM Fee Revenue $220 - $260M $300 - $360M $270 - $330M $460 - $520M Digital IM FRE (earnings) $130 - $160M $175 - $195M $165 - $215M $270 - $310M Average (mid) / Ending FEEUM (Implied) $25B / $26-28B $38B / $36-40B $32B / $34-38B $55B / $52-$58B Digital Operating Revenue (DBRG Share)1 $400 - $500M $130 - $145M $500 - $600M $160 - $175M Digital Operating EBITDA (DBRG Share)1 $175 - $225M $50 - $60M $225 - $275M $65 - $75M Digital M&A / TBD $55 - $65M $65 - $75M Total Segment Level EBITDA (DBRG Share) $300M $300M $440M $430M Digital Operating Maint. Capex (DBRG Share) $5-10M $7-12M GUIDANCE UPDATE – 2023 & 2025 $450 mid-point $200 mid-point $240 mid-point $300 mid-point $145 mid-point $190 mid-point $550 mid-point $250 mid-point Introducing updated 2023 & 2025 targets consistent with upgraded strategic roadmap, projected doubling of FEEUM over next three years and impacts of Wafra and AMP Capital transactions. (1) Assumes ownership interests in DataBank will be reduced to 15.5% as part of the previously announced recapitalization. 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. Includes the purchase of the AMP Capital business is currently under contract and expected to close by the end of the year; The purchase of the AMP Capital business is subject to customary regulatory closing conditions. We can provide no assurance that it will close on the timing anticipated or at all. Additionally, The Company undertakes no obligation to provide updated projections on a quarterly or other basis. $330 mid-point $185 mid-point $138 mid-point $55 mid-point $490 mid-point $290 mid-point $168 mid-point $70 mid-point $60 mid-point $70 mid-point
23 EVOLUTION TO AN EARNINGS-DRIVEN VALUATION FRAMEWORK FEE RELATED EARNINGS (“FRE”) VALUE • Predictable and growing management fee streams associated with long-dated funds • Valued on multiple of FRE basis, consistent with other alternative asset managers, adjusted for DBRG growth & margin profile • Simple Algorithm: FEEUM multiplied by Average Fee Rate margin at IM business • Predictable and growing earnings, generated by Digital Operating assets • Minority interest in DataBank and Vantage SDC • Valued on multiple of EBITDA, consistent with comparable digital REITs, Data Centers in particular PERFORMANCE FEES on INVESTMENT MANAGEMENT BUSINESS • DigitalBridge investors participate in performance fees (carried interest) via balance sheet investments in fund vehicles • Future value based on illustrative assumptions in discounted cash flow framework $1 3 2 4 EMBEDDED BALANCE SHEET VALUE • GP Investments, Warehoused Investments, BrightSpire Shares, Remaining Legacy Investments • Cash, Net Assets, Corporate Debt, Preferred Equity DigitalBridge has transitioned from a valuation framework based on net asset value to a framework based primarily on earnings-driven value. Three of the four principal components of value at DBRG today are earnings driven. EA R N IN G S D R IV EN Digital IM
24 VALUATION FRAMEWORK: SUM-OF-THE-PARTS (SOTP) OTHER NET ASSET VALUE 4 Digital Principal Investments GP Investments (DBRG Investment in our funds) $218 Warehouse Investments (held to seed new strategies) 591 Total Digital Principal Investments $809 Legacy BRSP Shares (35M shares @ $8.62)(1) $302 Corporate & Other Non-Digital Assets 169 Wellness Infrastructure Promissory Note 144 Total Legacy $615 Net Corporate Assets 56 Total Corporate & Other Asset Value $1,480 (1) BRSP share price as of market close on 8/3/2022 (2) Excludes $78.4M of debt in relation to an assumed exchange of the Company's remaining in-the-money 5.75% senior notes for 34.1 million class A shares. ($ in millions) Corporate Debt & Preferred Equity 2023 Converts (Due in April 2023) ($200) Fund Fee Securitization (300) Variable Funding Notes ($230M Available) (70) Preferred Equity (884) Total Corporate Debt & Preferred Equity(2) ($1,454) Assets Liabilities ($ in millions)
25 4 EXECUTING THE DIGITAL PLAYBOOK
26 Pair capital and operating expertise with the right strategic business plan built around both greenfield and strategic M&A – Build & Buy Customer-driven investment framework that allocates capital and resources to support network growth PHASE 1: ESTABLISH PLATFORM PHASE 2: TRANSFORM AND SCALE PHASE 3: FOLLOW THE LOGOS DIGITALBRIDGE IS A BUSINESS BUILDER IN DIGITAL INFRA The DigitalBridge Platform Strategy leverages proven playbooks to extend the global-reach businesses growing EBITDA through portfolio expansion The business model is investment management-focused, but value creation is driven by our expertise building digital infrastructure businesses Identify and acquire the right platform and team to capitalize on unique digital infrastructure opportunities
27 After partnering with DigitalBridge, Vantage has built a state-of-the-art data center platform serving hyperscalers, cloud providers and large enterprises across 17 markets globally STAGE 3: VANTAGE – LEADING GLOBAL HYPERSCALE PROVIDER 2022 ~7x EBITDA Growth 25 Campuses 5 Continents 1.5+ GW Potential Capacity 3 Campuses 2 US Markets Served 66 MW In-Place Capacity 2016 U.S. 5 years APAC Tokyo, Japan Osaka, Japan On Lok, Hong Kong Fo Tan, Hong Kong Melbourne, Australia Kwai Chung, Hong Kong Cyberjaya, Malaysia Tsuen Wan West, Hong Kong North America Quincy, WA Santa Clara, CA Phoenix, AZ Northern VA Montreal, Canada Quebec City, Canada Europe Cardiff, UK Berlin, Germany Warsaw, Poland Frankfurt, Germany Zurich, Switzerland Milan, Italy
Strictly Private and Confidential 28 PHASE 3: DATABANK – A LEADER AT THE EDGE… A Premier Edge Platform Positioned To Benefit From the Substantial Secular Growth In Edge Computing 2022 8x EBITDA Growth 64 Current U.S. Facilities 26 US Markets Served 200+ MW In-Place Capacity 6 Facilities 3 US Markets Served 34 MW In-Place Capacity 2016 U.S. 6 years
Strictly Private and Confidential 29 PHASE 2: EDGEPOINT – LEADING SE ASIAN TOWER PLATFORM In under 18 months, EdgePoint Infrastructure has become one of the largest multi-country wireless tower operators in Southeast Asia with more than 13,000 towers across Indonesia, Malaysia and the Philippines. ASIA PACIFIC June 2022 Pro Forma ~2.8x PF TCF Growth ~13,500 Towers and DAS Sites 3 Markets Served ~4,660 Towers and DAS Sites 1 Market Served Feb 2021 ~1,800 MNO BTS Commitment Note: Tower count and TCF pro forma for acquisitions that have signed and in the process of closing Indonesia ~8,700 towers ~860 DAS sites Malaysia ~870 towers Philippines ~3,000 towers Indonesia 1.5 years
Strictly Private and Confidential 30 EXECUTION MATTERS $ 2.3 B DBRG has continued to deliver on its commitments to our shareholders, proving out our business model and creating returns In 2022 1st Exit in DBP I(2)1.9x MOIC for Balance Sheet(1) DBP II over 90% Committed(3) YTD FEEUM Ahead of Schedule Closed SAF Fund Credit Fund Operational Note: Readers should refer to the discussion in the Cautionary Statement Regarding Forward-Looking Statements section at the beginning of this presentation. (1) Reflects terms of original Swiss Life agreement as previously announced. Remains subject to customary regulatory closing conditions including receipt of required regulatory approvals. (2) The sale of Wildstone was signed on August 1, 2022; Deal expected to close within the next month and remains subject to customary regulatory closing conditions. (3) DBP II commitment considers pending target syndications of current deals
31 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 Miami, FL
32 4 Q&A SESSION
33Strictly Private and Confidential 5 APPENDIX
34 NON-GAAP RECONCILIATIONS ($ in thousands) 2Q22 LTM 2Q22 1Q22 4Q21 3Q21 2Q21 LTM 2Q21 1Q21 4Q20 3Q20 Net income (loss) attributable to common stockholders $ (279,287) $ (37,321) $ (262,316) $ (20,686) $ 41,036 $ (752,425) $ (141,260) $ (264,806) $ (140,575) $ (205,784) Net income (loss) attributable to noncontrolling common interests in Operating Company (23,587) (3,090) (22,862) (1,946) 4,311 (80,938) (14,980) (27,896) (15,411) (22,651) Net income ( loss ) at t r ibu table to common in teres ts in Operat ing Compan y and common s tockholders ( 302,874) ( 40,411) ( 285,178) (22,632) 45,347 (833,363) ( 156,240) ( 292,702) ( 155,986) (228,435) Adjus tments for Dis tr ibu table Earn in gs (DE ) : Transaction-related and restructuring charges 103,446 29,300 24,668 29,977 19,501 74,587 5,174 34,482 21,887 13,044 segment 102,365 13,433 130,224 (52,611) 11,319 394,982 (151,773) 267,812 193,948 84,995 Net unrealized carried interest (81,025) (58,775) 13,078 (7,375) (27,953) (17,200) (6,485) 189 (5,734) (5,170) Equity-based compensation expense 56,518 9,344 18,720 19,416 9,038 47,108 11,642 19,299 8,288 7,879 Depreciation and amortization 576,032 155,909 132,876 147,137 140,110 689,743 170,454 205,325 141,130 172,834 Straight-line rent revenue and expense (9,415) (2,956) (2,548) (1,986) (1,925) 2,232 (2,309) 17,225 (6,403) (6,281) Amortization of acquired above- and below-market lease values, net (763) (10) (248) (333) (172) 1,838 (1,498) 6,005 (1,229) (1,440) Impairment loss (12,959) 12,184 23,799 (40,732) (8,210) 525,737 242,903 106,077 31,365 145,392 Gain from sales of real estate (708) - 3 (197) (514) (79,969) (2,969) (38,102) (26,566) (12,332) Non-revenue enhancing capital expenditures (17,195) (13,377) (1,372) (1,097) (1,349) (1,523) (764) (226) (233) (300) Debt prepayment penalties and amortization of deferred financing costs and debt premiums and discounts 148,039 5,238 98,465 36,685 7,651 85,153 10,196 45,627 25,034 4,296 Adjustment to reflect BRSP cash dividend declared (32,514) (4,660) (9,089) (28,243) 9,478 (25,723) (40,165) 55,648 (22,999) (18,207) Preferred share redemption (gain) loss 4,992 - - 2,127 2,865 - - - - - Income tax effect on certain of the foregoing adjustments 9,269 - (589) 8,195 1,663 (76,874) (42,536) (17,657) (8,764) (7,917) Adjustments attributable to noncontrolling interests in investment entities (412,137) (91,676) (132,237) (105,150) (83,074) (830,241) (15,334) (406,824) (223,136) (184,947) DE from discontinued operations (126,569) (5,958) (9,003) 11,467 (123,075) (28,661) (25,874) (12,391) 4,025 5,579 Af ter-tax DE $ 4,502 $ 7,585 $ 1,569 $ ( 5,352) $ 700 $ ( 72,174) $ ( 5,578) $ ( 10,213) $ (25,373) $ (31,010) ($ in thousands) 2Q22 LTM 2Q22 1Q22 4Q21 3Q21 2Q21 LTM 2Q21 1Q21 4Q20 3Q20 Af ter-tax DE $ 4,502 $ 7,585 $ 1,569 $ (5,352) $ 700 $ (72,174) $ (5,578) $ (10,213) $ (25,373) $ (31,010) Interest expense included in DE 55,357 14,142 13,280 13,775 14,160 48,427 11,834 12,387 11,972 12,234 Income tax expense (benefit) included in DE (21,518) (2,662) (6,849) 631 (12,638) (29,121) (8,224) (5,613) (9,974) (5,310) Preferred dividends 65,113 15,759 15,759 16,139 17,456 74,064 18,516 18,516 18,516 18,516 Earnings of equity method investments (25,898) (6,982) (6,691) (6,441) (5,784) (10,656) (6,216) (4,440) - - Placement fee expense 2,705 - - 603 2,102 5,630 4,767 40 823 - Net realized carried interest and incentive fees 73 - 1,172 (1,092) (7) (1,166) (1,565) 11 140 248 Investment costs and non-revenue enhancing capital expenditures in DE 8,974 3,086 2,023 2,463 1,402 5,074 1,620 1,649 1,251 554 Non pro-rata allocation of income (loss) to NCI 693 - 231 231 231 (126) 223 201 201 (751) Adjus ted EBITDA $ 90,001 $ 30,928 $ 20,494 $ 20,957 $ 17,622 $ 19,952 $ 15,377 $ 12,538 $ (2,444) $ ( 5,519)
35 NON-GAAP RECONCILIATIONS ($ in thousands) 2Q22 LTM 2Q22 1Q22 4Q21 3Q21 2Q21 LTM 2Q21 1Q21 4Q20 3Q20 Digi tal IM net income ( loss ) $ 126,318 $ 67,995 $ (9,143) $ 28,194 $ 39,272 $ 29,950 $ 15,786 $ 7,663 $ 2,702 $ 3,799 Adjustments: Interest expense (income) 10,020 2,771 2,500 2,499 2,250 (4) - (1) (1) (2) Investment expense (income) (74) (200) 138 (12) - 236 - 32 204 - Depreciation and amortization 24,821 5,375 5,276 5,928 8,242 31,890 6,298 8,912 6,421 10,259 Compensation expense—equity-based 10,609 3,361 3,191 2,011 2,046 4,163 1,786 1,533 655 189 Compensation expense—carried interest and incentive 86,374 49,069 (20,352) 25,921 31,736 10,139 8,266 (33) 994 912 Administrative expenses—straight-line rent 384 76 159 75 74 61 50 (2) (1) 14 Administrative expenses—placement agent fee 3,949 - - 880 3,069 8,220 6,959 59 1,202 - Transaction-related and restructuring charges 13,127 4,042 3,942 2,516 2,627 51 51 - - - Incentive/performance fee income (117,772) (110,779) 40 (5,720) (1,313) (4,489) (4,489) - - - Equity method (earnings) losses (60,758) (1,016) 31,062 (31,608) (59,196) (24,146) (11,203) 195 (6,744) (6,394) Other (gain) loss, net 2,966 424 3,055 (52) (461) (418) (119) (165) (102) (32) Income tax (benefit) expense 9,321 2,006 2,374 1,852 3,089 1,630 2,236 7 (757) 144 Digi tal IM Adjus ted EBITDA $ 109,285 $ 23,124 $ 22,242 $ 32,484 $ 31,435 $ 57,283 $ 25,621 $ 18,200 $ 4,573 $ 8,889 Exclude: Start-up FRE of certain new strategies 9,227 2,335 2,362 2,306 2,224 7,681 2,059 1,938 1,842 1,842 Digi tal IM FRE $ 118,512 $ 25,459 $ 24,604 $ 34,790 $ 33,659 $ 64,964 $ 27,680 $ 20,138 $ 6,415 $ 10,731 Wafra's 31.5% ownership (34,085) (4,700) (7,615) (11,033) (10,737) (19,870) (8,210) (6,555) (2,522) (2,583) DBRG OP share of D igi tal IM FRE $ 84,427 $ 20,759 $ 16,989 $ 23,757 $ 22,922 $ 45,094 $ 19,470 $ 13,583 $ 3,893 $ 8,148 2Q22 LTM 2Q22 1Q22 4Q21 3Q21 2Q21 LTM 2Q21 1Q21 4Q20 3Q20 Digi tal Operat ing net income ( loss ) f rom cont in u ing operat ion s $ ( 315,300) ( 85,428) (74,141) (83,909) ( 71,822) (167,496) ( 10,850) ( 64,260) (53,591) (38,795) Adjustments: Interest expense 138,400 37,233 36,184 35,144 29,839 120,808 29,272 31,132 41,815 18,589 Income tax (benefit) expense (188) 161 (330) (1,941) 1,922 (92,114) (66,788) (12,268) (6,967) (6,091) Depreciation and amortization 515,602 145,817 122,891 126,436 120,458 400,034 126,227 122,221 78,554 73,032 Straight-line rent expenses and amortization of above- and below-market lease intangibles 239 (236) (377) 370 482 (5,210) (98) (399) (2,607) (2,106) Compensation expense—equity-based 3,730 752 752 1,918 308 1,492 308 308 728 148 Installation services (1,961) - - 2,097 (4,058) 1,820 576 880 429 (65) Transaction-related and restructuring charges 14,266 2,400 4,636 3,188 4,042 9,244 2,999 4,670 1,155 420 Other gain/loss, net 519 534 (956) 1,226 (285) 597 349 3 200 45 Digi tal Operat ing Adjus ted EBITDA $ 355,307 $ 101,233 $ 88,659 $ 84,529 $ 80,886 $ 269,175 $ 81,995 $ 82,287 $ 59,716 $ 45,177 Noncontrolling interests' share of Digital Operating Adjusted EBITDA (294,331) (83,590) (73,162) (70,329) (67,250) (224,917) (68,219) (68,339) (50,096) (38,263) DBRG OP share of D igi tal Operat ing Adju sted E BITDA $ 60,976 $ 17,643 $ 15,497 $ 14,200 $ 13,636 $ 44,258 $ 13,776 $ 13,948 $ 9,620 $ 6,914
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): Adjusted EBITDA represents DE adjusted to exclude the following items: interest expense as included in DE, income tax expense or benefit as included in DE, preferred stock dividends, equity method earnings, placement fee expense, our share of realized carried interest and incentive fees net of associated compensation expense, certain investment costs for capital raising that are not reimbursable by our sponsored funds, and capital expenditures as deducted in DE. Adjusted EBITDA is presented on a reportable segment basis and for the Company in total. We believe that Adjusted EBITDA is a meaningful supplemental measure of performance because it presents the Company’s operating performance independent of its capital structure, leverage and non-cash items, which allows for better comparability against entities with different capital structures and income tax rates. However, because Adjusted EBITDA is calculated before recurring cash charges including interest expense and taxes and does not deduct capital expenditures or other recurring cash requirements, its usefulness as a performance measure may be limited. Distributable Earnings (DE): DE is an after-tax measure that differs from GAAP net income or loss from continuing operations as a result of the following adjustments, including adjustment for our share of similar items recognized by our equity method investments: transaction-related and restructuring charges; realized and unrealized gains and losses, except realized gains and losses from digital assets in Corporate and Other; depreciation, amortization and impairment charges; debt prepayment penalties, and amortization of deferred financing costs, debt premiums and debt discounts; our share of unrealized carried interest, net of associated compensation expense; equity-based compensation expense; equity method earnings from BRSP which is replaced with dividends declared by BRSP; effect of straight-line lease income and expense; impairment of equity investments directly attributable to decrease in value of depreciable real estate held by the investee; non-revenue enhancing capital expenditures; income tax effect on certain of the foregoing adjustments. Income taxes included in DE reflect the benefit of deductions arising from certain expenses that are excluded from the calculation of DE, such as equity-based compensation, as these deductions do decrease actual income tax paid or payable by the Company in any one period. There are no differences in the Company’s measurement of DE and AFFO. Therefore, previously reported AFFO is the equivalent to DE and prior period information has not been recast. DE is presented on a reportable segment basis and for the Company in total. We believe that DE is a meaningful supplemental measure as it reflects the ongoing operating performance of our core business by generally excluding items that are non-core operational in nature and allows for better comparability of operating results period-over-period and to other companies in similar lines of business. 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 (Digital IM FRE): Digital IM FRE is calculated as recurring fee income and other income inclusive of cost reimbursements (related to administrative expenses), and net of compensation expense (excluding equity-based compensation, carried interest and incentive compensation) and administrative expense (excluding placement fees and straight-line rent). Digital IM FRE is used to assess the extent to which direct base compensation and operating expenses are covered by recurring fee revenues in the digital investment management business. We believe that Digital IM FRE is a useful supplemental performance measure because it may provide additional insight into the profitability of the overall digital investment management business. Digital IM FRE is measured as Adjusted EBITDA for the Digital IM segment, adjusted to reflect the Company’s Digital IM segment as a stabilized business by excluding FRE associated with new investment strategies that have 1) not yet held a first close raising FEEUM; or 2) not yet achieved break- even Adjusted EBITDA only for investment products that may be terminated solely at the Company’s discretion, collectively referred to as “Start-up FRE.” The Company evaluates new investment strategies on a regular basis and excludes Start-Up FRE from Digital IM FRE until such time a new strategy is determined to form part of the Company’s core 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.
37