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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): May 3, 2023
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| DIGITALBRIDGE GROUP, INC. | |
| (Exact Name of Registrant as Specified in Its Charter) | |
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Maryland | | 001-37980 | | 46-4591526 |
(State or Other Jurisdiction of Incorporation or Organization) | | (Commission File Number) | | (I.R.S. Employer Identification No.) |
750 Park of Commerce Drive, Suite 210
Boca Raton, Florida 33487
(Address of Principal Executive Offices, Including Zip Code)
(561) 570-4644
Registrant’s telephone number, including area code:
N/A
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
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☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
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Securities registered pursuant to Section 12(b) of the Act: |
Title of Class | | Trading Symbol(s) | | Name of Each Exchange on Which Registered |
Class A Common Stock, $0.04 par value | | DBRG | | New York Stock Exchange |
Preferred Stock, 7.125% Series H Cumulative Redeemable, $0.01 par value | | DBRG.PRH | | New York Stock Exchange |
Preferred Stock, 7.15% Series I Cumulative Redeemable, $0.01 par value | | DBRG.PRI | | New York Stock Exchange |
Preferred Stock, 7.125% Series J Cumulative Redeemable, $0.01 par value | | DBRG.PRJ | | New York Stock Exchange |
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). |
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| Emerging growth company | ☐ | |
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| If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. | ☐ | |
Item 2.02 Results of Operations and Financial Condition.
On May 3, 2023, DigitalBridge Group, Inc. (the “Company”) issued a press release announcing its financial position as of March 31, 2023 and its financial results for the quarter ended March 31, 2023. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
On May 3, 2023, the Company made available a Supplemental Financial Disclosure Presentation for the quarter ended March 31,2023 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 May 3, 2023 as referenced in the press release, the Company has prepared a presentation, dated May 3, 2023 (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.
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Exhibit No. | | Description |
| | Press Release dated May 3, 2023 |
| | Supplemental Financial Disclosure Presentation for the quarter ended March 31, 2023 |
| | Earnings Presentation dated May 3, 2023 |
104 | | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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Date: | May 3, 2023 | DIGITALBRIDGE GROUP, INC. |
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| | By: | /s/ Jacky Wu |
| | | Jacky Wu |
| | | Executive Vice President, Chief Financial Officer and Treasurer |
DocumentExhibit 99.1
DIGITALBRIDGE ANNOUNCES FIRST QUARTER 2023 FINANCIAL RESULTS
Boca Raton, May 3, 2023 - DigitalBridge Group, Inc. (NYSE: DBRG) and subsidiaries (collectively, “DigitalBridge,” or the “Company”) today announced financial results for the first quarter ended March 31, 2023.
A First Quarter 2023 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.
"We made steady progress during the quarter on our key strategic priorities for 2023, putting us on track to achieve our capital formation and corporate simplification goals," said Marc Ganzi, CEO of DigitalBridge. "We see increasingly compelling opportunities to deploy capital in a more rational market environment as well as supporting the continued growth of our portfolio companies as they build next generation networks to meet growing demand for connectivity and compute."
The Company reported first quarter 2023 total revenues of $250 million, GAAP net loss attributable to common stockholders of $(212) million, or $(1.34) per share, and Distributable Earnings of $(3) million, or $(0.02) per share.
Common and Preferred Dividends
On April 27, 2023, the Company’s Board of Directors declared a cash dividend of $0.01 per common share to be paid on July 17, 2023 to shareholders of record at the close of business on June 30, 2023; and 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, which will be paid on July 17, 2023 to the respective stockholders of record on July 11, 2023.
First Quarter 2023 Conference Call
The Company will conduct an earnings conference call and presentation to discuss the First Quarter 2023 financial results on Wednesday, May 3, 2023, 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 May 3, 2023, at 3:00 p.m. ET. To access the replay, dial (844) 512-2921 (U.S.), and use passcode 13737618. 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 $69 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, Luxembourg and Singapore. For more information, visit: www.digitalbridge.com.
Cautionary Statement Regarding Forward-Looking Statements
This press release may contain forward-looking statements within the meaning of the federal securities laws. Forward-looking statements relate to expectations, beliefs, projections, future plans and strategies, anticipated events or trends and similar expressions concerning matters that are not historical facts. In some cases, you can identify forward-looking statements by the use of forward-looking terminology such as “may,” “will,” “should,” “expects,” “intends,” “plans,” “anticipates,” “believes,” “estimates,” “predicts,” or “potential” or the negative of these words and phrases or similar words or phrases which are predictions of or indicate future events or trends and which do not relate solely to historical matters. You can also identify forward-looking statements by discussions of strategy, plans or intentions.
Forward-looking statements involve known and unknown risks, uncertainties, assumptions and contingencies, many of which are beyond the Company’s control, and may cause the Company’s actual results to differ significantly from those expressed in any forward-looking statement. Factors that might cause such a difference include, without limitation, our ability to grow our business by raising capital for our funds and the companies that we manage; our position as an owner and investment manager of digital infrastructure and our ability to manage any related conflicts of interest; adverse changes in general economic and political conditions, including those resulting from supply chain difficulties, inflation, interest rate increases, a potential economic slowdown or a recession; our exposure to business risks in Europe, Asia and other foreign markets; our ability to obtain and maintain financing arrangements, including securitizations, on favorable or comparable terms or at all; the ability of our managed companies to attract and retain key customers and to provide reliable services without disruption; the reliance of our managed companies on third-party suppliers for power, network connectivity and certain other services; our ability to increase assets under management ("AUM") and expand our existing and new investment strategies; our ability to integrate and maintain consistent standards and controls, including our ability to manage our acquisitions in the digital infrastructure and investment management industries effectively; our business and investment strategy, including the ability of the businesses in which we have significant investments to execute their business strategies; 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 deploy capital into new investments consistent with our investment management strategies; the availability of, and competition for, attractive investment opportunities and the earnings profile of such new investments; 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 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; 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; the impact of any security incident or deficiency affecting our systems or network or the system and network of any of our managed companies or service providers; any litigation and contractual claims against us and our affiliates, including potential settlement and litigation of such claims; our levels of leverage; the impact of legislative, regulatory and competitive changes, including those related to privacy and data protection; the impact of our transition from a real estate investment trust ("REIT") to a taxable 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 and ability to successfully navigate the competitive landscape in which we and our managed companies operate 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, 2022 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)
CONSOLIDATED BALANCE SHEETS
(In thousands, except per share data)
| | | | | | | | | | | | | | |
| | March 31, 2023 | | December 31, 2022 |
| | (unaudited) | | |
Assets | | | | |
Cash and cash equivalents | | $ | 668,524 | | | $ | 918,254 | |
Restricted cash | | 155,690 | | | 118,485 | |
Investments | | 1,226,952 | | | 1,242,001 | |
Real estate | | 5,964,807 | | | 5,921,298 | |
Goodwill | | 907,937 | | | 761,368 | |
Deferred leasing costs and intangible assets | | 1,098,520 | | | 1,092,167 | |
Other assets | | 642,451 | | | 654,050 | |
Due from affiliates | | 67,285 | | | 45,360 | |
Assets held for disposition | | 11,263 | | | 275,520 | |
Total assets | | $ | 10,743,429 | | | $ | 11,028,503 | |
Liabilities | | | | |
Corporate debt | | $ | 569,771 | | | $ | 568,912 | |
Non-recourse investment-level debt | | 4,752,050 | | | 4,587,228 | |
Intangible liabilities | | 28,441 | | | 29,824 | |
Other liabilities | | 1,133,568 | | | 1,272,096 | |
Liabilities related to assets held for disposition | | 374 | | | 380 | |
| | | | |
| | | | |
Total liabilities | | 6,484,204 | | | 6,458,440 | |
Commitments and contingencies | | | | |
Redeemable noncontrolling interests | | 107,413 | | | 100,574 | |
Equity | | | | |
Stockholders’ equity: | | | | |
Preferred stock, $0.01 par value per share; $827,711 and $827,779 liquidation preference; 250,000 shares authorized; 33,108 and 33,111 shares issued and outstanding | | 800,303 | | | 800,355 | |
Common stock, $0.04 par value per share | | | | |
Class A, 949,000 shares authorized; 161,834 and 159,763 shares issued and outstanding | | 6,473 | | | 6,390 | |
Class B, 1,000 shares authorized; 166 shares issued and outstanding | | 7 | | | 7 | |
Additional paid-in capital | | 7,823,722 | | | 7,818,068 | |
Accumulated deficit | | (7,176,706) | | | (6,962,613) | |
Accumulated other comprehensive income (loss) | | (1,478) | | | (1,509) | |
Total stockholders’ equity | | 1,452,321 | | | 1,660,698 | |
Noncontrolling interests in investment entities | | 2,650,893 | | | 2,743,896 | |
Noncontrolling interests in Operating Company | | 48,598 | | | 64,895 | |
Total equity | | 4,151,812 | | | 4,469,489 | |
Total liabilities, redeemable noncontrolling interests and equity | | $ | 10,743,429 | | | $ | 11,028,503 | |
Supplemental Schedule to Consolidated Balance Sheets
(In thousands, unaudited)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Investment Management | | Operating | | Corporate and Other |
| | March 31, 2023 | | December 31, 2022 | | March 31, 2023 | | December 31, 2022 | | March 31, 2023 | | December 31, 2022 |
Assets | | | | | | | | | | | | |
Cash and cash equivalents | | $ | 56,943 | | | $ | 39,563 | | | $ | 65,097 | | | $ | 65,975 | | | $ | 546,484 | | | $ | 812,716 | |
Restricted cash | | 2,324 | | | 2,298 | | | 152,262 | | | 114,442 | | | 1,104 | | | 1,745 | |
Investments | | 345,826 | | | 395,327 | | | 6,804 | | | 4,638 | | | 874,322 | | | 842,036 | |
Real estate | | — | | | — | | | 5,964,807 | | | 5,921,298 | | | — | | | — | |
Goodwill | | 444,817 | | | 298,248 | | | 463,120 | | | 463,120 | | | — | | | — | |
Deferred leasing costs and intangible assets | | 128,973 | | | 85,172 | | | 969,036 | | | 1,006,469 | | | 511 | | | 526 | |
Other assets | | 15,966 | | | 13,356 | | | 581,848 | | | 573,229 | | | 44,637 | | | 67,465 | |
Due from affiliates | | 61,455 | | | 41,458 | | | — | | | — | | | 5,830 | | | 3,902 | |
| | $ | 1,056,304 | | | $ | 875,422 | | | $ | 8,202,974 | | | $ | 8,149,171 | | | $ | 1,472,888 | | | $ | 1,728,390 | |
| | | | | | | | | | | | |
Liabilities | | | | | | | | | | | | |
Corporate debt | | $ | 199,033 | | | $ | 198,677 | | | $ | 70,246 | | | $ | 70,120 | | | $ | 300,492 | | | $ | 300,115 | |
Non-recourse investment-level debt | | — | | | — | | | 4,751,701 | | | 4,586,765 | | | 349 | | | 463 | |
Intangible liabilities | | — | | | — | | | 28,441 | | | 29,824 | | | — | | | — | |
Other liabilities | | 218,712 | | | 342,696 | | | 721,319 | | | 725,236 | | | 193,537 | | | 204,164 | |
| | | | | | | | | | | | |
| | $ | 417,745 | | | $ | 541,373 | | | $ | 5,571,707 | | | $ | 5,411,945 | | | $ | 494,378 | | | $ | 504,742 | |
| | | | | | | | | | | | |
Redeemable noncontrolling interests | | 1,098 | | | 680 | | | — | | | — | | | 106,315 | | | 99,894 | |
| | | | | | | | | | | | |
Noncontrolling interests in investment entities (excluding assets held for disposition) | | 151,985 | | | 136,668 | | | 2,369,836 | | | 2,463,559 | | | 127,770 | | | 113,390 | |
CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except per share data, unaudited)
| | | | | | | | | | | | | | | | | |
| | Three Months Ended March 31, | |
| | 2023 | | 2022 | |
Revenues | | | | | |
Fee income | | $ | 59,126 | | | $ | 42,837 | | |
Carried interest allocation (reversal) | | (54,756) | | | (31,079) | | |
Principal investment income (loss) | | 3,562 | | | 6,454 | | |
Property operating income | | 230,927 | | | 202,511 | | |
Other income | | 11,301 | | | 12,111 | | |
Total revenues | | 250,160 | | | 232,834 | | |
Expenses | | | | | |
Property operating expense | | 97,126 | | | 84,003 | | |
Interest expense | | 67,196 | | | 44,030 | | |
Investment expense | | 5,751 | | | 9,565 | | |
Transaction-related costs | | 8,527 | | | 165 | | |
| | | | | |
Depreciation and amortization | | 141,574 | | | 128,567 | | |
| | | | | |
| | | | | |
Compensation expense - cash and equity-based | | 74,650 | | | 65,542 | | |
Compensation expense (reversal) - carried interest and incentive fee | | (36,831) | | | (20,352) | | |
Administrative expenses | | 26,506 | | | 27,885 | | |
| | | | | |
Total expenses | | 384,499 | | | 339,405 | | |
Other income (loss) | | | | | |
| | | | | |
Other gain (loss), net | | (142,745) | | | (149,881) | | |
Income (loss) before income taxes | | (277,084) | | | (256,452) | | |
Income tax benefit (expense) | | (1,042) | | | 7,413 | | |
Income (loss) from continuing operations | | (278,126) | | | (249,039) | | |
Income (loss) from discontinued operations | | (14,218) | | | (94,645) | | |
Net income (loss) | | (292,344) | | | (343,684) | | |
Net income (loss) attributable to noncontrolling interests: | | | | | |
Redeemable noncontrolling interests | | 6,943 | | | (11,220) | | |
Investment entities | | (84,828) | | | (63,045) | | |
Operating Company | | (16,662) | | | (22,862) | | |
Net income (loss) attributable to DigitalBridge Group, Inc. | | (197,797) | | | (246,557) | | |
| | | | | |
Preferred stock dividends | | 14,676 | | | 15,759 | | |
Net income (loss) attributable to common stockholders | | $ | (212,473) | | | $ | (262,316) | | |
Income (loss) per share—basic | | | | | |
Income (loss) from continuing operations per share—basic | | $ | (1.25) | | | $ | (1.27) | | |
Net income (loss) attributable to common stockholders per share—basic | | $ | (1.34) | | | $ | (1.84) | | |
Income (loss) per share—diluted | | | | | |
Income (loss) from continuing operations per share—diluted | | $ | (1.25) | | | $ | (1.27) | | |
Net income (loss) attributable to common stockholders per share—diluted | | $ | (1.34) | | | $ | (1.84) | | |
Weighted average number of shares | | | | | |
Basic | | 158,446 | | | 142,485 | | |
Diluted | | 158,446 | | | 142,485 | | |
Supplemental Schedule to Consolidated Statements of Operations
(In thousands, unaudited)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Investment Management | | Operating | | Corporate and Other |
| | Three Months Ended March 31, | | Three Months Ended March 31, | | Three Months Ended March 31, |
| | 2023 | | 2022 | | 2023 | | 2022 | | 2023 | | 2022 |
Revenues | | | | | | | | | | | | |
Fee income | | $ | 60,098 | | | $ | 43,637 | | | $ | — | | | $ | — | | | $ | (972) | | | $ | (800) | |
Carried interest allocation | | (54,756) | | | (31,079) | | | — | | | — | | | — | | | — | |
Principal investment income (loss) | | 318 | | | 17 | | | — | | | — | | | 3,244 | | | 6,437 | |
Property operating income | | — | | | — | | | 230,927 | | | 202,511 | | | — | | | — | |
Other income | | 1,169 | | | 1,256 | | | 737 | | | 11 | | | 9,395 | | | 10,844 | |
Total revenues | | 6,829 | | | 13,831 | | | 231,664 | | | 202,522 | | | 11,667 | | | 16,481 | |
Expenses | | | | | | | | | | | | |
Property operating expense | | — | | | — | | | 97,126 | | | 84,003 | | | — | | | — | |
Interest expense | | 2,603 | | | 2,502 | | | 59,984 | | | 36,184 | | | 4,609 | | | 5,344 | |
Investment expense | | 536 | | | 1,140 | | | 5,203 | | | 8,016 | | | 12 | | | 409 | |
Transaction-related costs | | 5,192 | | | — | | | — | | | — | | | 3,335 | | | 165 | |
Depreciation and amortization | | 6,409 | | | 5,276 | | | 134,699 | | | 122,891 | | | 466 | | | 400 | |
| | | | | | | | | | | | |
Compensation expense—cash and equity-based | | 28,182 | | | 24,808 | | | 27,179 | | | 19,956 | | | 19,289 | | | 20,778 | |
Compensation expense (reversal)—incentive fee and carried interest | | (36,831) | | | (20,352) | | | — | | | — | | | — | | | — | |
Administrative expenses | | 6,407 | | | 4,171 | | | 7,240 | | | 6,899 | | | 12,859 | | | 16,815 | |
Total expenses | | 12,498 | | | 17,545 | | | 331,431 | | | 277,949 | | | 40,570 | | | 43,911 | |
| | | | | | | | | | | | |
| | | | | | | | | | | | |
| | | | | | | | | | | | |
Other gains (losses), net | | 3,082 | | | (3,055) | | | 1,769 | | | 956 | | | (147,596) | | | (147,782) | |
Losses from continuing operations before income taxes | | (2,587) | | | (6,769) | | | (97,998) | | | (74,471) | | | (176,499) | | | (175,212) | |
Income tax benefit (expense) | | (217) | | | (2,374) | | | 56 | | | 330 | | | (881) | | | 9,457 | |
Loss from continuing operations | | (2,804) | | | (9,143) | | | (97,942) | | | (74,141) | | | (177,380) | | | (165,755) | |
Income (loss) from continuing operations attributable to noncontrolling interests: | | | | | | | | | | | | |
Redeemable noncontrolling interests | | 418 | | | (3,266) | | | — | | | — | | | 6,525 | | | (7,954) | |
Investment entities | | (857) | | | 2,349 | | | (86,254) | | | (60,196) | | | 1,766 | | | 977 | |
Operating Company | | (167) | | | (624) | | | (899) | | | (1,121) | | | (14,522) | | | (14,007) | |
Loss from continuing operations attributable to DigitalBridge Group, Inc. | | $ | (2,198) | | | $ | (7,602) | | | $ | (10,789) | | | $ | (12,824) | | | $ | (171,149) | | | $ | (144,771) | |
| | | | | | | | | | | | |
| | | | | | | | | | | | |
Distributable Earnings (DE)
(In thousands, except per share data, unaudited)
| | | | | | | | | | | | | | |
| Three Months Ended | |
| March 31, 2023 | | March 31, 2022 | |
Net income (loss) attributable to common stockholders | $ | (212,473) | | | $ | (262,316) | | |
Net income (loss) attributable to noncontrolling common interests in Operating Company | (16,662) | | | (22,862) | | |
Net income (loss) attributable to common interests in Operating Company and common stockholders | (229,135) | | | (285,178) | | |
Adjustments for Distributable Earnings (DE): | | | | |
Transaction-related and restructuring charges(1) | 18,391 | | | 24,668 | | |
Other (gain) loss, net (excluding realized gain or loss related to digital assets and fund investments in Corporate and Other) | 141,229 | | | 130,224 | | |
Unrealized carried interest (allocation) reversal, net of associated compensation (expense) reversal | 18,240 | | | 13,078 | | |
Compensation expense - equity-based | 16,339 | | | 18,720 | | |
Depreciation and amortization | 141,220 | | | 130,597 | | |
Straight-line rent revenue and expense | (1,727) | | | (2,548) | | |
Amortization of acquired above- and below-market lease values, net | 26 | | | (248) | | |
Impairment reversal (loss) | — | | | 23,802 | | |
| | | | |
Non-revenue enhancing capital expenditures | (8,564) | | | (1,372) | | |
Finance lease interest expense, debt prepayment penalties and amortization of deferred financing costs, debt premiums and discounts | 15,523 | | | 98,465 | | |
| | | | |
| | | | |
Income tax effect on certain of the foregoing adjustments | — | | | (589) | | |
Adjustments attributable to noncontrolling interests in investment entities | (118,563) | | | (132,237) | | |
DE from discontinued operations(4) | 3,656 | | | (22,446) | | |
After-tax DE | $ | (3,365) | | | $ | (5,064) | | |
| | | | |
DE per common share / common OP unit(2) | $ | (0.02) | | | $ | (0.03) | | |
DE per common share / common OP unit—diluted(2)(3) | $ | (0.02) | | | $ | (0.03) | | |
Weighted average number of common OP units outstanding used for DE per common share and OP unit(2) | 173,127 | | | 157,248 | | |
Weighted average number of common OP units outstanding used for DE per common share and OP unit—diluted (2)(3) | 173,127 | | | 157,248 | | |
_________
(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 March 31, 2023 and March 31, 2022, 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.
(4) During the first quarter of 2023, the Company sold all of its equity investment in BrightSpire Capital, Inc. (NYSE: BRSP). The Company's investment in BRSP qualified as held for sale and discontinued operations in March 2023. Accordingly, for all prior periods presented, the equity method investment in BRSP is presented as assets held for disposition on the consolidated balance sheets and equity method earnings (loss) from BRSP is presented as loss from discontinued operations on the consolidated statements of operations. This change is reflected retrospectively.
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, where applicable: transaction-related costs; restructuring charges (primarily severance and retention costs); realized and unrealized gains or losses, except realized gains or losses related to digital assets, including fund investments, in Corporate and Other; depreciation, amortization and impairment charges; interest expense on finance leases; debt prepayment penalties and amortization of deferred financing costs, debt premiums and discounts; our share of unrealized carried interest allocation, net of associated compensation expense; equity-based compensation costs; 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 necessary to maintain operating real estate; and 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 our operating results to be more comparable period-over-period and relative to other companies in similar lines of business.
Document
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Cautionary Statement Regarding Forward-Looking Statements |
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This presentation may contain forward-looking statements within the meaning of the federal securities laws. Forward-looking statements relate to expectations, beliefs, projections, future plans and strategies, anticipated events or trends and similar expressions concerning matters that are not historical facts. In some cases, you can identify forward-looking statements by the use of forward-looking terminology such as “may,” “will,” “should,” “expects,” “intends,” “plans,” “anticipates,” “believes,” “estimates,” “predicts,” or “potential” or the negative of these words and phrases or similar words or phrases which are predictions of or indicate future events or trends and which do not relate solely to historical matters. You can also identify forward-looking statements by discussions of strategy, plans or intentions.
Forward-looking statements involve known and unknown risks, uncertainties, assumptions and contingencies, many of which are beyond the Company’s control, and may cause the Company’s actual results to differ significantly from those expressed in any forward-looking statement. Factors that might cause such a difference include, without limitation, our ability to grow our business by raising capital for our funds and the companies that we manage; our position as an owner and investment manager of digital infrastructure and our ability to manage any related conflicts of interest; adverse changes in general economic and political conditions, including those resulting from supply chain difficulties, inflation, interest rate increases, a potential economic slowdown or a recession; our exposure to business risks in Europe, Asia and other foreign markets; our ability to obtain and maintain financing arrangements, including securitizations, on favorable or comparable terms or at all; the ability of our managed companies to attract and retain key customers and to provide reliable services without disruption; the reliance of our managed companies on third-party suppliers for power, network connectivity and certain other services; our ability to increase assets under management ("AUM") and expand our existing and new investment strategies; our ability to integrate and maintain consistent standards and controls, including our ability to manage our acquisitions in the digital infrastructure and investment management industries effectively; our business and investment strategy, including the ability of the businesses in which we have significant investments to execute their business strategies; 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 deploy capital into new investments consistent with our investment management strategies; the availability of, and competition for, attractive investment opportunities and the earnings profile of such new investments; 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 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; 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; the impact of any security incident or deficiency affecting our systems or network or the system and network of any of our managed companies or service providers; any litigation and contractual claims against us and our affiliates, including potential settlement and litigation of such claims; our levels of leverage; the impact of legislative, regulatory and competitive changes, including those related to privacy and data protection; the impact of our transition from a real estate investment trust ("REIT") to a taxable 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 and ability to successfully navigate the competitive landscape in which we and our managed companies operate 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, 2022 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.
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DigitalBridge | Supplemental Financial Report | | |
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Important Note Regarding Non-GAAP Financial Measures |
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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 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, where applicable: transaction-related costs; restructuring charges (primarily severance and retention costs); realized and unrealized gains or losses, except realized gains or losses related to digital assets, including fund investments, in Corporate and Other; depreciation, amortization and impairment charges; interest expense on finance leases; debt prepayment penalties and amortization of deferred financing costs, debt premiums and discounts; our share of unrealized carried interest allocation, net of associated compensation expense; equity-based compensation costs; 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 necessary to maintain operating real estate; and 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 our operating results to be more comparable period-over-period and relative 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 attributable to the Operating Company: interest expense as included in DE, income tax benefit or expense as included in DE, preferred stock dividends, principal investment income or loss as included in DE, placement fee expense, our share of incentive fees and realized carried interest allocation or reversal net of associated compensation expense or reversal, 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
without the effects of certain recurring cash charges, including interest expense, taxes and capital expenditures or other recurring cash requirements, its usefulness as a performance measure may be limited.
Investment Management Fee Related Earnings (IM FRE): IM FRE is calculated as recurring fee income and other income inclusive of cost reimbursements associated with administrative expenses, and net of compensation expense (excluding equity-based compensation, and incentive and carried interest compensation expense or reversal) and administrative expense (excluding placement fees and straight-line rent expense). IM FRE is used to assess the extent to which direct base compensation and operating expenses are covered by recurring fee revenues in the investment management business. We believe that IM FRE is a useful supplemental performance measure because it may provide additional insight into the profitability of the overall investment management business.
IM FRE is measured as Adjusted EBITDA for the IM segment, adjusted to reflect the Company’s 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 IM FRE until such time a new strategy is determined to form part of the Company’s core investment management business.
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DigitalBridge | Supplemental Financial Report | | |
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Note Regarding DBRG Reportable Segments / Consolidated and OP Share of Consolidated Amounts |
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This presentation includes supplemental financial information for the following segments:
Investment Management (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"), separately capitalized vehicles and InfraBridge Global Infrastructure Funds (GIF), while other strategies, including digital core, 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 IM segment were attributed 31.5% to Wafra through the end of May 2022 when Wafra's investment in the IM business was redeemed by the Company.
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 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, including the DBP flagship funds and InfraBridge GIF funds, and seed investments in various strategies such as digital core, liquid and credit; and (ii) remaining non-digital investments. 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. These other investment activities generate largely principal investment 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. During the first quarter of 2023, the Company sold all of its equity investment in BrightSpire Capital, Inc. (NYSE: BRSP). The Company's investment in BRSP qualified as held for sale and discontinued operations in March 2023. Accordingly, for all prior periods presented, the equity method investment in BRSP is presented as assets held for disposition on the consolidated balance sheets and equity method earnings (loss) from BRSP is presented as loss from discontinued operations on the consolidated statements of operations. This change 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 IM segment from third party capital in investment vehicles managed by the Company and consolidated within the 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.
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DigitalBridge | Supplemental Financial Report | | |
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I. | Financial Overview | |
| a. | | 6 |
| b. | | 7 |
II. | Financial Results | |
| a. | | 8-9 |
| b. | | 10 |
| c. | | 11 |
| d. | | 12-13 |
III. | Capitalization | |
| a. | Debt Summary | 14 |
| b. | Secured Fund Fee Revenue Notes and Variable Funding Notes | 15 |
| c. | Convertible/Exchangeable Notes & Perpetual Preferred Stock | 16 |
IV. | Operating | 17-18 |
V. | Other | 19 |
VI. | Cash G&A Expense | 20 |
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Appendices | |
| Reconciliations of IM FRE and Operating Adjusted EBITDA to Net Income (Loss) | 22 |
| Reconciliations of DE and Adjusted EBITDA and to Net Income (Loss) | 23-24 |
| Definitions | 25 |
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DigitalBridge | Supplemental Financial Report | | 5 | |
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Ia. Summary Financial Metrics |
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($ and shares in thousands, except per share data and as noted) (Unaudited) | 3/31/2023 - 1Q23 | 12/31/2022 - 4Q22 | 9/30/2022 - 3Q22 | 6/30/2022 - 2Q22 | 3/31/2022 - 1Q22 | 12/31/2021 - 4Q21 | 9/30/2021 - 3Q21 | 6/30/2021 - 2Q21 |
Financial Data | | | | | | | | |
Total Company | | | | | | | | |
Net income (loss) attributable to common stockholders | $ | (212,473) | $ | (19,356) | $ | (63,273) | $ | (37,321) | $ | (262,316) | $ | (20,686) | $ | 41,036 | $ | (141,260) |
Net income (loss) attributable to common stockholders per basic share(1) | (1.34) | (0.12) | (0.39) | (0.24) | (1.84) | (0.16) | 0.33 | (1.18) |
Distributable Earnings ("DE") | (3,365) | (18,393) | 32,335 | 603 | (5,064) | (11,636) | (4,886) | (11,794) |
DE per basic share(1) | (0.02) | (0.11) | 0.18 | — | (0.03) | (0.08) | (0.04) | (0.09) |
Adjusted EBITDA | 25,626 | 27,759 | 29,097 | 30,928 | 20,494 | 20,957 | 17,622 | 15,377 |
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Investment Management | | | | | | | | |
Total Assets Under Management ("AUM") (in billions)(2) | $ | 69.3 | $ | 52.8 | $ | 50.3 | $ | 47.9 | $ | 46.6 | $ | 45.3 | $ | 37.8 | $ | 34.9 |
Fee Earning Equity Under Management ("FEEUM") (in billions) | $ | 27.7 | $ | 22.2 | $ | 20.5 | $ | 19.0 | $ | 18.8 | $ | 18.3 | $ | 16.5 | $ | 14.5 |
IM management fee income - DBRG OP share | 59,229 | 45,272 | 42,039 | 36,948 | 29,921 | 38,396 | 35,724 | 33,348 |
IM FRE - DBRG OP share | 34,512 | 24,228 | 21,498 | 20,759 | 16,989 | 23,757 | 22,922 | 19,470 |
IM FRE margin % | 58.3% | 53.5% | 51.1% | 56.2% | 56.8% | 61.9% | 64.2% | 58.4% |
Net realized carried interest and incentive fees | 243 | 12,377 | 20,258 | — | (1,172) | 1,092 | 7 | 1,565 |
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Balance Sheet and Capitalization | | | | | | | | |
Consolidated assets | $ | 10,743,429 | $ | 11,028,503 | $ | 11,740,829 | $ | 11,877,288 | $ | 11,232,157 | $ | 14,197,816 | $ | 15,442,981 | $ | 15,921,346 |
Consolidated debt(3) | 5,449,950 | 5,212,657 | 5,394,134 | 5,612,274 | 5,187,597 | 4,922,722 | 4,621,240 | 3,919,255 |
DBRG OP Share: | | | | | | | | |
Total Assets | 3,001,644 | 3,334,288 | 3,755,231 | 4,177,806 | 3,561,501 | 6,233,158 | 6,086,259 | 6,929,390 |
Corporate debt | 578,422 | 578,422 | 578,422 | 648,422 | 578,422 | 638,739 | 800,000 | 545,000 |
Investment-level debt | 596,085 | 568,230 | 775,358 | 1,097,943 | 880,464 | 727,789 | 591,943 | 528,609 |
Total Debt(3) | 1,174,507 | 1,146,652 | 1,353,780 | 1,746,365 | 1,458,886 | 1,366,528 | 1,391,943 | 1,073,609 |
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Corporate cash | 449,368 | 733,382 | 423,441 | 55,628 | 813,237 | 986,197 | 606,447 | 396,906 |
Corporate cash & VFN / Revolver borrowing availability | 749,368 | 1,033,382 | 723,441 | 285,628 | 1,013,237 | 1,186,197 | 806,447 | 751,906 |
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Perpetual Preferred Equity, $25 per share liquidation preference | 827,711 | 827,779 | 827,779 | 883,500 | 883,500 | 883,500 | 947,500 | 1,033,750 |
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Basic shares and OP units outstanding(1) | 174,235 | 172,712 | 175,918 | 176,930 | 162,461 | 155,138 | 136,791 | 136,454 |
Diluted shares and OP units outstanding(1) | 183,154 | 181,692 | 186,911 | 189,572 | 176,087 | 184,359 | 174,598 | 175,233 |
Common dividend per share | $ | 0.01 | $ | 0.01 | $ | 0.01 | $ | — | $ | — | $ | — | $ | — | $ | — |
Notes:
(1) In August 2022, the Company effectuated a 1-for-4 reverse stock split of its shares of class A and B common stock. All prior period common share and per share information is presented after giving effect to the reverse stock split.
(2) Total AUM includes IM AUM of $67.6 billion, Operating AUM of $1.1 billion and Digital Other AUM of $0.6 billion.
(3) Represents principal balance and excludes debt issuance costs, discounts and premiums.
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DigitalBridge | Supplemental Financial Report | | 6 | |
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Ib. Investment Management |
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($ in millions) | | | 3/31/23 | 12/31/22 | 9/30/22 | 6/30/22 | 3/31/22 | 12/31/21 | 9/30/21 | 6/30/21 |
Investment Management AUM (1) | | | $ | 67,608 | | $ | 51,303 | | $ | 48,304 | | $ | 45,296 | | $ | 44,517 | | $ | 43,619 | | $ | 36,337 | | $ | 33,551 | |
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Investment Management FEEUM | | 3/31/23 Annual IM Fee Rate | 3/31/23 | 12/31/22 | 9/30/22 | 6/30/22 | 3/31/22 | 12/31/21 | 9/30/21 | 6/30/21 |
DigitalBridge Partners I (DBP I) | | 1.10% | $ | 3,180 | | $ | 3,165 | | $ | 2,802 | | $ | 3,048 | | $ | 3,034 | | $ | 3,215 | | $ | 3,040 | | $ | 3,081 | |
DigitalBridge Partners II (DBP II) | | 1.18% | 7,996 | | 7,996 | | 7,996 | | 7,996 | | 7,996 | | 8,001 | | 7,146 | | 5,519 | |
Separately Capitalized Portfolio Companies | | 0.75% | 2,187 | | 2,512 | | 2,370 | | 2,401 | | 2,372 | | 2,148 | | 2,576 | | 2,576 | |
InfraBridge Global Infrastructure Funds (GIF) | | 1.24% | 4,355 | | — | | — | | — | | — | | — | | — | | — | |
InfraBridge Other | | 0.66% | 728 | | — | | — | | — | | — | | — | | — | | — | |
Co-Investment (Sidecar) Capital | | 0.49% | 7,000 | | 6,525 | | 6,310 | | 4,651 | | 4,370 | | 4,105 | | 3,184 | | 2,817 | |
Digital Core, Liquid and Credit Strategies | | 0.58% | 2,248 | | 2,036 | | 1,021 | | 933 | | 1,013 | | 786 | | 510 | | 512 | |
IM FEEUM | | 0.91% | $ | 27,694 | | $ | 22,234 | | $ | 20,499 | | $ | 19,029 | | $ | 18,785 | | $ | 18,255 | | $ | 16,456 | | $ | 14,505 | |
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($ in thousands) | | | | | | | | | | |
IM FRE | | | 1Q23 | 4Q22 | 3Q22 | 2Q22 | 1Q22 | 4Q21 | 3Q21 | 2Q21 |
Fee income | | | $ | 58,600 | | $ | 44,371 | | $ | 41,353 | | $ | 44,758 | | $ | 43,155 | | $ | 43,145 | | $ | 37,751 | | $ | 33,304 | |
Fee income, other (2) | | | 629 | | 901 | | 686 | | 355 | | 523 | | 8,787 | | 12,809 | | 8,996 | |
Other income | | | 492 | | 535 | | 386 | | 530 | | 251 | | 273 | | 483 | | 84 | |
Compensation expense—cash | | | (19,795) | | (17,805) | | (18,876) | | (17,725) | | (17,675) | | (16,275) | | (16,933) | | (14,426) | |
Administrative expenses | | | (6,329) | | (6,417) | | (4,450) | | (4,794) | | (4,012) | | (3,446) | | (2,675) | | (2,337) | |
Exclude: Start-up FRE of certain new strategies | | | 915 | | 2,643 | | 2,399 | | 2,335 | | 2,362 | | 2,306 | | 2,224 | | 2,059 | |
IM FRE (3) | | | $ | 34,512 | | $ | 24,228 | | $ | 21,498 | | $ | 25,459 | | $ | 24,604 | | $ | 34,790 | | $ | 33,659 | | $ | 27,680 | |
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DBRG OP share of IM FRE(4) | | | $ | 34,512 | | $ | 24,228 | | $ | 21,498 | | $ | 20,759 | | $ | 16,989 | | $ | 23,757 | | $ | 22,922 | | $ | 19,470 | |
Notes:
(1) Includes AUM of: $6.2 billion DBP I, $13.2 billion DBP II, $7.7 billion Separately Capitalized Portfolio Companies, $8.4 billion InfraBridge GIF and Other, $29.1 billion Co-Investment (Sidecar) Capital, and $3.0 billion Digital Core, Liquid and Credit Strategies.
(2) Includes service fee income and one time catch-up fees earned, which are customary fees paid on newly raised 3rd party capital as if it were raised on the first closing date.
(3) For a reconciliation of net income / (loss) to IM FRE, please refer to the Appendices section of this presentation.
(4) In May 2022, DigitalBridge acquired Wafra’s 31.5% ownership in the Company's investment management business that Wafra initially acquired in July 2020, which resulted in 100% of the Company's IM FRE becoming entitled to DigitalBridge.
| | | | | | | | | | | |
DigitalBridge | Supplemental Financial Report | | 7 | |
| | |
IIa. Financial Results - Balance Sheet |
|
| | | | | | | | | | | | | | |
($ in thousands, except per share data) (unaudited) | | As of March 31, 2023 |
| | Consolidated | | Noncontrolling Interests' Share |
Assets | | | | |
Cash and cash equivalents | | $ | 668,524 | | | $ | 101,965 | |
Restricted cash | | 155,690 | | | 132,399 | |
Investments | | 1,226,952 | | | 468,854 | |
Real estate | | 5,964,807 | | | 5,242,549 | |
Goodwill | | 907,937 | | | 412,084 | |
Deferred leasing costs and intangible assets | | 1,098,520 | | | 849,123 | |
Other assets | | 642,451 | | | 534,811 | |
Due from affiliates | | 67,285 | | | — | |
Assets held for disposition | | 11,263 | | | — | |
Total assets | | $ | 10,743,429 | | | $ | 7,741,785 | |
Liabilities | | | | |
Corporate debt | | $ | 569,771 | | | $ | — | |
Non-recourse investment-level debt | | 4,752,050 | | | 4,169,621 | |
Intangible liabilities | | 28,441 | | | 24,848 | |
Other liabilities | | 1,133,568 | | | 789,010 | |
Liabilities related to assets held for disposition | | 374 | | | — | |
| | | | |
| | | | |
| | | | |
Total liabilities | | 6,484,204 | | | 4,983,479 | |
Commitments and contingencies | | | | |
Redeemable noncontrolling interests | | 107,413 | | | 107,413 | |
Equity | | | | |
Stockholders’ equity: | | | | |
Preferred stock, $0.01 par value per share; $827,711 liquidation preference; 250,000 shares authorized; 33,108 shares issued and outstanding | | 800,303 | | | — | |
Common stock, $0.04 par value per share | | | | |
Class A, 949,000 shares authorized; 161,834 shares issued and outstanding | | 6,473 | | | — | |
Class B, 1,000 shares authorized; 166 shares issued and outstanding | | 7 | | | — | |
Additional paid-in capital | | 7,823,722 | | | — | |
Accumulated deficit | | (7,176,706) | | | — | |
Accumulated other comprehensive income (loss) | | (1,478) | | | — | |
Total stockholders’ equity | | 1,452,321 | | | — | |
Noncontrolling interests in investment entities | | 2,650,893 | | | 2,650,893 | |
Noncontrolling interests in Operating Company | | 48,598 | | | — | |
Total equity | | 4,151,812 | | | 2,650,893 | |
Total liabilities, redeemable noncontrolling interests and equity | | $ | 10,743,429 | | | $ | 7,741,785 | |
| | | | | | | | | | | |
DigitalBridge | Supplemental Financial Report | | 8 | |
| | |
IIa. Financial Results - Balance Sheet |
|
Supplemental Schedule to Consolidated Balance Sheets
| | | | | | | | | | | | | | | | | | | | |
($ in thousands) (unaudited) | | As of March 31, 2023 |
| | Investment Management | | Operating | | Corporate and Other |
Assets | | | | | | |
Cash and cash equivalents | | $ | 56,943 | | | $ | 65,097 | | | $ | 546,484 | |
Restricted cash | | 2,324 | | | 152,262 | | | 1,104 | |
Investments | | 345,826 | | | 6,804 | | | 874,322 | |
Real estate | | — | | | 5,964,807 | | | — | |
Goodwill | | 444,817 | | | 463,120 | | | — | |
Deferred leasing costs and intangible assets | | 128,973 | | | 969,036 | | | 511 | |
Other assets | | 15,966 | | | 581,848 | | | 44,637 | |
Due from affiliates | | 61,455 | | | — | | | 5,830 | |
| | | | | | |
Total assets | | $ | 1,056,304 | | | $ | 8,202,974 | | | $ | 1,472,888 | |
Liabilities | | | | | | |
Corporate debt | | $ | 199,033 | | | $ | 70,246 | | | $ | 300,492 | |
Non-recourse investment-level debt | | — | | | 4,751,701 | | | 349 | |
Intangible liabilities | | — | | | 28,441 | | | — | |
Other liabilities | | 218,712 | | | 721,319 | | | 193,537 | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
Total liabilities | | 417,745 | | | 5,571,707 | | | 494,378 | |
| | | | | | |
Redeemable noncontrolling interests | | 1,098 | | | — | | | 106,315 | |
Noncontrolling interests in investment entities | | 151,985 | | | 2,369,836 | | | 127,770 | |
| | | | | | | | | | | |
DigitalBridge | Supplemental Financial Report | | 9 | |
| | |
IIb. Financial Results - Consolidated Segment Operating Results |
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Three Months Ended March 31, 2023 |
($ in thousands) (unaudited) | Investment Management | | Operating | | Corporate and Other | | Discontinued Operations | | Total |
Revenues | | | | | | | | | |
Fee income | $ | 60,098 | | | $ | — | | | $ | (972) | | | $ | — | | | $ | 59,126 | |
Carried interest allocation (reversal) | (54,756) | | | — | | | — | | | — | | | (54,756) | |
Principal investment income (loss) | 318 | | | — | | | 3,244 | | | — | | | 3,562 | |
Property operating income | — | | | 230,927 | | | — | | | — | | | 230,927 | |
Other income | 1,169 | | | 737 | | | 9,395 | | | — | | | 11,301 | |
Total revenues | 6,829 | | | 231,664 | | | 11,667 | | | — | | | 250,160 | |
Expenses | | | | | | | | | |
Property operating expense | — | | | 97,126 | | | — | | | — | | | 97,126 | |
Interest expense | 2,603 | | | 59,984 | | | 4,609 | | | — | | | 67,196 | |
Investment expense | 536 | | | 5,203 | | | 12 | | | — | | | 5,751 | |
Transaction-related costs | 5,192 | | | — | | | 3,335 | | | — | | | 8,527 | |
| | | | | | | | | |
Depreciation and amortization | 6,409 | | | 134,699 | | | 466 | | | — | | | 141,574 | |
| | | | | | | | | |
| | | | | | | | | |
Compensation expense - cash and equity-based | 28,182 | | | 27,179 | | | 19,289 | | | — | | | 74,650 | |
Compensation expense (reversal) - carried interest and incentive fee | (36,831) | | | — | | | — | | | — | | | (36,831) | |
Administrative expenses | 6,407 | | | 7,240 | | | 12,859 | | | — | | | 26,506 | |
Total expenses | 12,498 | | | 331,431 | | | 40,570 | | | — | | | 384,499 | |
| | | | | | | | | |
| | | | | | | | | |
Other gain (loss), net | 3,082 | | | 1,769 | | | (147,596) | | | — | | | (142,745) | |
Income (loss) from continuing operations before income taxes | (2,587) | | | (97,998) | | | (176,499) | | | — | | | (277,084) | |
Income tax benefit (expense) | (217) | | | 56 | | | (881) | | | — | | | (1,042) | |
Income (loss) from continuing operations | (2,804) | | | (97,942) | | | (177,380) | | | — | | | (278,126) | |
Income (loss) from discontinued operations | — | | | — | | | — | | | (14,218) | | | (14,218) | |
Net income (loss) | (2,804) | | | (97,942) | | | (177,380) | | | (14,218) | | | (292,344) | |
Net income (loss) attributable to noncontrolling interests: | | | | | | | | | |
Redeemable noncontrolling interests | 418 | | | — | | | 6,525 | | | — | | | 6,943 | |
Investment entities | (857) | | | (86,254) | | | 1,766 | | | 517 | | | (84,828) | |
Operating Company | (167) | | | (899) | | | (14,522) | | | (1,074) | | | (16,662) | |
Net income (loss) attributable to DigitalBridge Group, Inc. | (2,198) | | | (10,789) | | | (171,149) | | | (13,661) | | | (197,797) | |
| | | | | | | | | |
Preferred stock dividends | — | | | — | | | 14,676 | | | — | | | 14,676 | |
Net income (loss) attributable to common stockholders | $ | (2,198) | | | $ | (10,789) | | | $ | (185,825) | | | $ | (13,661) | | | $ | (212,473) | |
| | | | | | | | | | | |
DigitalBridge | Supplemental Financial Report | | 10 | |
| | |
IIc. Financial Results - Noncontrolling Interests’ Share Segment Operating Results |
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Three Months Ended March 31, 2023 |
($ in thousands) (unaudited) | Investment Management | | Operating | | Corporate and Other | | Discontinued Operations | | Total |
Revenues | | | | | | | | | |
Fee income | $ | — | | | $ | — | | | $ | — | | | $ | — | | | $ | — | |
Carried interest allocation (reversal) | (1,310) | | | — | | | — | | | — | | | (1,310) | |
Principal investment income (loss) | 174 | | | — | | | 712 | | | — | | | 886 | |
Property operating income | $ | — | | | $ | 203,516 | | | $ | — | | | $ | — | | | 203,516 | |
Other income | — | | | 659 | | | 603 | | | — | | | 1,262 | |
Total revenues | (1,136) | | | 204,175 | | | 1,315 | | | — | | | 204,354 | |
Expenses | | | | | | | | | |
Property operating expense | — | | | 85,639 | | | — | | | — | | | 85,639 | |
Interest expense | — | | | 52,199 | | | 14 | | | — | | | 52,213 | |
Investment expense | — | | | 4,529 | | | — | | | — | | | 4,529 | |
Transaction-related costs | — | | | — | | | — | | | — | | | — | |
Depreciation and amortization | — | | | 118,590 | | | — | | | — | | | 118,590 | |
| | | | | | | | | |
| | | | | | | | | |
Compensation expense - cash and equity-based | — | | | 23,520 | | | — | | | — | | | 23,520 | |
Compensation expense (reversal) - carried interest and incentive fee | — | | | — | | | — | | | — | | | — | |
Administrative expenses | — | | | 6,259 | | | 289 | | | — | | | 6,548 | |
Total expenses | — | | | 290,736 | | | 303 | | | — | | | 291,039 | |
| | | | | | | | | |
| | | | | | | | | |
Other gain (loss), net | 623 | | | 1,569 | | | 7,328 | | | — | | | 9,520 | |
Income (loss) from continuing operations before income taxes | (513) | | | (84,992) | | | 8,340 | | | — | | | (77,165) | |
Income tax benefit (expense) | — | | | 50 | | | — | | | — | | | 50 | |
Income (loss) from continuing operations | (513) | | | (84,942) | | | 8,340 | | | — | | | (77,115) | |
Income (loss) from discontinued operations | — | | | — | | | — | | | 517 | | | 517 | |
Net income (loss) | (513) | | | (84,942) | | | 8,340 | | | 517 | | | (76,598) | |
Non-pro rata allocation of income (loss) to noncontrolling interests | 74 | | | (1,312) | | | (49) | | | — | | | (1,287) | |
Net income (loss) attributable to noncontrolling interests | $ | (439) | | | $ | (86,254) | | | $ | 8,291 | | | $ | 517 | | | $ | (77,885) | |
| | | | | | | | | | | |
DigitalBridge | Supplemental Financial Report | | 11 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| OP pro rata share by segment | | Amounts attributable to noncontrolling interests | | DBRG consolidated as reported |
($ in thousands; for the three months ended March 31, 2023; and unaudited) | IM | | Operating | | Corporate and Other | | Discontinued Operations | | Total OP pro rata share | | |
Net income (loss) attributable to common stockholders | $ | (2,198) | | | $ | (10,789) | | | $ | (185,825) | | | $ | (13,661) | | | $ | (212,473) | | | $ | — | | | $ | (212,473) | |
Net income (loss) attributable to noncontrolling common interests in Operating Company | (167) | | | (899) | | | (14,522) | | | (1,074) | | | (16,662) | | | — | | | (16,662) | |
Net income (loss) attributable to common interests in Operating Company and common stockholders | (2,365) | | | (11,688) | | | (200,347) | | | (14,735) | | | (229,135) | | | — | | | (229,135) | |
| | | | | | | | | | | | | |
Adjustments for Distributable Earnings (DE): | | | | | | | | | | | | | |
Transaction-related and restructuring charges(1) | 9,682 | | | 32 | | | 8,870 | | | 9 | | | 18,593 | | | (202) | | | 18,391 | |
Other (gain) loss, net (excluding realized gain or loss related to digital assets and fund investments in Corporate and Other) | (3,082) | | | (194) | | | 144,539 | | | 10,774 | | | 152,037 | | | (10,808) | | | 141,229 | |
Unrealized carried interest (allocation) reversal, net of associated compensation (expense) reversal | 16,606 | | | — | | | — | | | — | | | 16,606 | | | 1,634 | | | 18,240 | |
Compensation expense - equity-based | 3,898 | | | 581 | | | 6,872 | | | 23 | | | 11,374 | | | 4,965 | | | 16,339 | |
Depreciation and amortization | 6,409 | | | 15,490 | | | 466 | | | 266 | | | 22,631 | | | 118,589 | | | 141,220 | |
Straight-line rent revenue and expense | 77 | | | (198) | | | (352) | | | (9) | | | (482) | | | (1,245) | | | (1,727) | |
Amortization of acquired above- and below-market lease values, net | — | | | 10 | | | — | | | — | | | 10 | | | 16 | | | 26 | |
| | | | | | | | | | | | | |
| | | | | | | | | | | | | |
Non-revenue enhancing capital expenditures | — | | | (1,054) | | | — | | | — | | | (1,054) | | | (7,510) | | | (8,564) | |
Finance lease interest expense, debt prepayment penalties and amortization of deferred financing costs, debt premiums and discounts | 291 | | | 1,715 | | | 377 | | | 16 | | | 2,399 | | | 13,124 | | | 15,523 | |
| | | | | | | | | | | | | |
| | | | | | | | | | | | | |
| | | | | | | | | | | | | |
Adjustments attributable to noncontrolling interests in investment entities | — | | | — | | | — | | | — | | | — | | | (118,563) | | | (118,563) | |
DE from discontinued operations | — | | | — | | | — | | | 3,656 | | | 3,656 | | | — | | | 3,656 | |
After-tax DE | $ | 31,516 | | | $ | 4,694 | | | $ | (39,575) | | | $ | — | | | $ | (3,365) | | | $ | — | | | $ | (3,365) | |
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 | | 12 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| OP pro rata share by segment | |
($ in thousands; for the three months ended March 31, 2023; and unaudited) | IM | | Operating | | Corporate and Other | | Discontinued Operations | | Total OP pro rata share | |
After-tax DE | $ | 31,516 | | | $ | 4,694 | | | $ | (39,575) | | | $ | — | | | $ | (3,365) | | |
Interest expense included in DE | 2,247 | | | 6,070 | | | 4,232 | | | — | | | 12,549 | | |
Income tax expense (benefit) included in DE | 217 | | | (6) | | | 881 | | | — | | | 1,092 | | |
Preferred dividends | — | | | — | | | 14,676 | | | — | | | 14,676 | | |
Principal investment income (loss) | (144) | | | — | | | (133) | | | — | | | (277) | | |
| | | | | | | | | | |
Realized carried interest (allocation) reversal, net of associated compensation (expense) reversal | (243) | | | — | | | — | | | — | | | (243) | | |
Investment costs and non-revenue enhancing capital expenditures in DE | 4 | | | 1,190 | | | — | | | — | | | 1,194 | | |
| | | | | | | | | | |
Adjusted EBITDA | $ | 33,597 | | | $ | 11,948 | | | $ | (19,919) | | | $ | — | | | $ | 25,626 | | |
| | | | | | | | | | | |
DigitalBridge | Supplemental Financial Report | | 13 | |
| | |
IIIa. Capitalization - Debt Summary |
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
($ in thousands; as of March 31, 2023) | | | | | | | | | | | | | | |
Consolidated debt | Payments due by period(1) | | | |
| 2023 | | 2024 | | 2025 | | 2026 | | 2027 and after | | Total | | | |
Investment-level debt: | | | | | | | | | | | | | | |
Operating - Fixed | $ | 2,985 | | | $ | 600,753 | | | $ | 700,000 | | | $ | 1,519,690 | | | $ | 1,685,000 | | | $ | 4,508,428 | | | | |
Operating - Variable | 100,000 | | | 262,500 | | | — | | | — | | | — | | | 362,500 | | | | |
Other - Variable | — | | | 600 | | | — | | | — | | | — | | | 600 | | | | |
| | | | | | | | | | | | | | |
Total Investment-level debt | 102,985 | | | 863,853 | | | 700,000 | | | 1,519,690 | | | 1,685,000 | | | 4,871,528 | | | | |
Corporate debt: | | | | | | | | | | | | | | |
2021-1, A-1 Variable Funding Notes | — | | | — | | | — | | | — | | | — | | | — | | | | |
2021-1, Class A-2 Term Notes | — | | | — | | | — | | | 300,000 | | | — | | | 300,000 | | | | |
Convertible/exchangeable senior notes | 200,000 | | (2) | — | | | 78,422 | | | — | | | — | | | 278,422 | | | | |
Total debt - consolidated | $ | 302,985 | | | $ | 863,853 | | | $ | 778,422 | | | $ | 1,819,690 | | | $ | 1,685,000 | | | $ | 5,449,950 | | | | |
| | | | | | | | | | | | | | |
| | | | | | | | | | | | Fixed/Variable | WA Interest Rate | WA Remaining Term |
DBRG OP share of debt | Payments due by period(1) |
| 2023 | | 2024 | | 2025 | | 2026 | | 2027 and after | | Total |
Investment-level debt: | | | | | | | | | | | | | | |
Operating - Fixed | $ | 392 | | | $ | 78,879 | | | $ | 91,910 | | | $ | 178,653 | | | $ | 206,154 | | | $ | 555,988 | | Fixed | 3.1% | 3.4 |
Operating - Variable | 11,020 | | | 28,928 | | | — | | | — | | | — | | | 39,948 | | Variable | 8.7% | 0.8 |
Other - Variable | — | | | 149 | | | — | | | — | | | — | | | 149 | | Variable | 6.4% | 1.4 |
| | | | | | | | | | | | | | |
Total Investment-level debt | 11,412 | | | 107,956 | | | 91,910 | | | 178,653 | | | 206,154 | | | 596,085 | | | | |
Corporate debt: | | | | | | | | | | | | | | |
2021-1, A-1 Variable Funding Notes | — | | | — | | | — | | | — | | | — | | | — | | Variable | n/a | 3.5 |
2021-1, Class A-2 Term Notes | — | | | — | | | — | | | 300,000 | | | — | | | 300,000 | | Fixed | 3.9% | 3.5 |
Convertible/exchangeable senior notes | 200,000 | | (2) | — | | | 78,422 | | | — | | | — | | | 278,422 | | Fixed | 5.2% | 0.7 |
Total debt - DBRG OP share | $ | 211,412 | | | $ | 107,956 | | | $ | 170,332 | | | $ | 478,653 | | | $ | 206,154 | | | $ | 1,174,507 | | | | |
| | | | | | | | | | | | | | |
Net corporate debt | | | | | | | | | | | | | | |
Cash and cash equivalents - consolidated | | | | | | | | | | | $ | 668,524 | | | | |
less: Noncontrolling interests | | | | | | | | | | | (101,965) | | | | |
less: Investment level cash - DBRG OP share | | | | | | | | | | | (117,191) | | | | |
Corporate cash - DBRG OP share | | | | | | | | | | | 449,368 | | | | |
Corporate debt - DBRG OP share | | | | | | | | | | | (578,422) | | | | |
Net corporate debt - DBRG OP share | | | | | | | | | | | $ | (129,054) | | | | |
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) Fully repaid in April 2023.
| | | | | | | | | | | |
DigitalBridge | Supplemental Financial Report | | 14 | |
| | |
IIIb. Capitalization - DBRG Series 2021-1 |
|
| | | | | | | | | | | |
($ in thousands, as of March 31, 2023) | | | |
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 | | $ | — | | |
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 May 2, 2023, 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 $300 million and Term SOFR replaced LIBOR as the benchmark for accruing interest on the Series 2021-1 Class A-1 Variable Funding Notes. 1 month term SOFR is adjusted to include 0.11448% as defined in the Amendment No.1 to Class A-1 Note Purchase Agreement.
(2) Anticipated Repayment Date is September 25, 2026 including two 1-year extension options subject to 1) either rating agency confirmation and consent of VFN noteholders are obtained or DSCR exceeding 1.75x, 2) term notes rating not less than BBB- 3) the payment of a 0.05% extension fee and 4) other customary conditions.
(3) Debt service coverage ratio covenant thresholds: minimum of 1.75x for ability to borrow from the VFN; below 1.75x to 1.50x = 50% cash trap; below 1.50x to 1.20x = 100% cash trap; and below 1.20x = cash sweep.
(4) 100% cash sweep until LTV is less than 35%.
(5) 50% cash sweep until ratio is less than 60%.
| | | | | | | | | | | |
DigitalBridge | Supplemental Financial Report | | 15 | |
| | |
IIIc. Capitalization - Convertible/Exchangeable Notes & Perpetual Preferred Stock |
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
($ in thousands; except per share data; as of March 31, 2023) |
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 | | $ | 9.20 | | | 108.6956 | | | 8,524 | |
5.0% Convertible senior notes | | 200,000 | | (2) | April 15, 2023 | | 5.00% fixed | | 63.02 | | | 15.8675 | | | 3,174 | |
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 | | 210,731 | | | 8,429 | | | Callable |
Series I 7.15% cumulative redeemable perpetual preferred stock | | 324,710 | | | 12,988 | | | Callable |
Series J 7.125% cumulative redeemable perpetual preferred stock | | 292,270 | | | 11,691 | | | Callable |
Total preferred stock | | $ | 827,711 | | | 33,108 | | | |
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.
(2) Fully repaid in April 2023.
| | | | | | | | | | | |
DigitalBridge | Supplemental Financial Report | | 16 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
($ in millions) | | | | | | | | | |
Portfolio Net Carrying Value | | 3/31/23 | 12/31/22 | 9/30/22 | 6/30/22 | 3/31/22 | 12/31/21 | 9/30/21 | 6/30/21 |
Consolidated amount | | | | | | | | | |
Asset(1) | | $ | 8,920 | | $ | 8,704 | | $ | 8,515 | | $ | 8,429 | | $ | 8,397 | | $ | 7,624 | | $ | 7,211 | | $ | 6,736 | |
Debt(2) | | (4,870) | | (4,634) | | (4,506) | | (4,477) | | (4,479) | | (4,217) | | (3,817) | | (3,374) | |
Net Carrying Value - Consolidated | | $ | 4,050 | | $ | 4,070 | | $ | 4,009 | | $ | 3,952 | | $ | 3,918 | | $ | 3,407 | | $ | 3,394 | | $ | 3,362 | |
| | | | | | | | | |
DBRG OP share of consolidated amount | | | | | | | | | |
Asset(1) | | $ | 1,077 | | $ | 1,052 | | $ | 1,133 | | $ | 1,466 | | $ | 1,460 | | $ | 1,233 | | $ | 1,157 | | $ | 1,093 | |
Debt(2) | | (596) | | (568) | | (598) | | (746) | | (746) | | (661) | | (588) | | (529) | |
Net Carrying Value - DBRG OP share | | $ | 481 | | $ | 484 | | $ | 535 | | $ | 720 | | $ | 714 | | $ | 572 | | $ | 569 | | $ | 564 | |
| | | | | | | | | |
DBRG net carrying value % interest | | 12 | % | 12 | % | 13 | % | 18 | % | 18 | % | 17 | % | 17 | % | 17 | % |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
($ in thousands) | | | | | | | | | |
Operating Adjusted EBITDA | | 1Q23 | 4Q22 | 3Q22 | 2Q22 | 1Q22 | 4Q21 | 3Q21 | 2Q21 |
Consolidated amount | | | | | | | | | |
Total revenues | | $ | 231,664 | | $ | 229,278 | | $ | 225,387 | | $ | 227,687 | | $ | 202,522 | | $ | 189,938 | | $ | 194,966 | | $ | 189,093 | |
Property operating expenses | | (97,126) | | (97,457) | | (100,051) | | (94,744) | | (84,003) | | (78,950) | | (80,226) | | (77,140) | |
Compensation and administrative expenses | | (34,419) | | (27,452) | | (37,974) | | (29,139) | | (26,855) | | (28,879) | | (29,766) | | (28,488) | |
Investment expenses | | (5,203) | | (5,547) | | (5,288) | | (5,487) | | (8,016) | | (5,153) | | (4,862) | | (5,255) | |
Straight-line rent expenses and amortization of above- and below-market lease intangibles | | (1,221) | | (1,749) | | (2,827) | | (236) | | (377) | | 370 | | 482 | | (98) | |
Compensation expense—equity-based | | 5,275 | | (95) | | 10,852 | | 752 | | 752 | | 1,918 | | 308 | | 308 | |
Installation services | | — | | — | | — | | — | | — | | 2,097 | | (4,058) | | 576 | |
Transaction-related and restructuring charges | | 184 | | 1,574 | | 1,105 | | 2,400 | | 4,636 | | 3,188 | | 4,042 | | 2,999 | |
Operating Adjusted EBITDA - Consolidated (3) | | $ | 99,154 | | $ | 98,552 | | $ | 91,204 | | $ | 101,233 | | $ | 88,659 | | $ | 84,529 | | $ | 80,886 | | $ | 81,995 | |
| | | | | | | | | |
DBRG OP share of consolidated amount | | | | | | | | | |
Total revenues | | $ | 27,481 | | $ | 27,927 | | $ | 38,305 | | $ | 41,448 | | $ | 36,882 | | $ | 32,464 | | $ | 33,771 | | $ | 32,624 | |
Property operating expenses | | (11,487) | | (11,794) | | (17,096) | | (17,649) | | (15,614) | | (13,740) | | (14,115) | | (13,690) | |
Compensation and administrative expenses | | (3,787) | | (3,106) | | (7,348) | | (6,246) | | (5,752) | | (5,457) | | (5,615) | | (5,350) | |
Investment expenses | | (674) | | (716) | | (729) | | (793) | | (1,169) | | (732) | | (709) | | (819) | |
Straight-line rent expenses and amortization of above- and below-market lease intangibles | | (198) | | (263) | | (227) | | 246 | | 195 | | 244 | | 295 | | 247 | |
Compensation expense—equity-based | | 581 | | (11) | | 2,092 | | 164 | | 164 | | 384 | | 62 | | 62 | |
Installation services | | — | | — | | — | | — | | — | | 419 | | (812) | | 115 | |
Transaction-related and restructuring charges | | 32 | | 77 | | 175 | | 473 | | 791 | | 618 | | 759 | | 587 | |
Operating Adjusted EBITDA - DBRG OP share | | $ | 11,948 | | $ | 12,114 | | $ | 15,172 | | $ | 17,643 | | $ | 15,497 | | $ | 14,200 | | $ | 13,636 | | $ | 13,776 | |
Notes:
(1) Includes all components related to real estate assets, including tangible real estate and lease-related intangibles and cash. Represents cost of investment and additional capital expenditures less real estate impairments.
(2) Represents unpaid principal balance.
(3) For a reconciliation of net income/(loss) to Adjusted EBITDA, please refer to the Appendices section of this presentation.
| | | | | | | | | | | |
DigitalBridge | Supplemental Financial Report | | 17 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Operating Capital Expenditures | | | | | | | | | |
Consolidated amount | | 1Q23 | 4Q22 | 3Q22 | 2Q22 | 1Q22 | 4Q21 | 3Q21 | 2Q21 |
Non-revenue enhancing capital expenditures | | $ | 8,564 | $ | 14,775 | $ | 10,992 | $ | 13,377 | $ | 7,418 | $ | 6,410 | $ | 7,387 | $ | 4,423 |
Revenue enhancing capital expenditures | | 129,710 | 135,506 | 147,046 | 101,100 | 84,668 | 94,018 | 42,841 | 40,460 |
Total capital expenditures | | $ | 138,274 | $ | 150,281 | $ | 158,038 | $ | 114,477 | $ | 92,086 | $ | 100,428 | $ | 50,228 | $ | 44,883 |
| | | | | | | | | |
Leasing Commissions | | $ | 2,204 | $ | 2,194 | $ | 2,146 | $ | 2,660 | $ | 1,266 | $ | 1,535 | $ | 1,233 | $ | 5,024 |
| | | | | | | | | |
DBRG OP share of consolidated amount | | | | | | | | | |
Non-revenue enhancing capital expenditures | | $ | 1,054 | $ | 1,746 | $ | 1,878 | $ | 2,571 | $ | 1,372 | $ | 1,097 | $ | 1,349 | $ | 764 |
Revenue enhancing capital expenditures | | 14,337 | 15,053 | 25,118 | 21,249 | 17,578 | 18,090 | 8,315 | 7,538 |
Total capital expenditures | | $ | 15,391 | $ | 16,799 | $ | 26,996 | $ | 23,820 | $ | 18,950 | $ | 19,187 | $ | 9,664 | $ | 8,302 |
| | | | | | | | | |
Leasing Commissions | | $ | 243 | $ | 244 | $ | 367 | $ | 489 | $ | 308 | $ | 307 | $ | 213 | $ | 756 |
| | | | | | | | | |
Operating Metrics | | 3/31/2023 - 1Q23 | 12/31/2022 - 4Q22 | 9/30/2022 - 3Q22 | 6/30/2022 - 2Q22 | 3/31/2022 - 1Q22 | 12/31/2021 - 4Q21 | 9/30/2021 - 3Q21 | 6/30/2021 - 2Q21 |
Number of Data Centers | | 83 | 84 | 82 | 82 | 78 | 78 | 76 | 76 |
Max Critical I.T. Square Feet | | 2,405,353 | 2,405,387 | 2,349,827 | 2,317,827 | 1,980,317 | 1,949,144 | 1,819,946 | 1,809,943 |
Leased Square Feet | | 1,913,007 | 1,887,659 | 1,852,321 | 1,817,101 | 1,608,378 | 1,552,517 | 1,467,420 | 1,439,291 |
% Utilization Rate | | 79.5% | 78.5% | 78.8% | 78.4% | 81.2% | 79.7% | 80.6% | 79.5% |
MRR (Annualized) | | $ | 907.4 | $ | 913.4 | $ | 889.0 | $ | 892.0 | $ | 812.3 | $ | 790.4 | $ | 773.1 | $ | 750.2 |
Bookings (Annualized) | | $ | 20.6 | $ | 18.2 | $ | 22.4 | $ | 56.5 | $ | 14.2 | $ | 15.3 | $ | 16.6 | $ | 16.4 |
Quarterly Churn (% of Prior Quarter MRR) | | 1.7% | 1.3% | 1.0% | 1.7% | 0.9% | 1.9% | 1.3% | 1.3% |
| | | | | | | | | | | |
DigitalBridge | Supplemental Financial Report | | 18 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
($ in thousands) | | | | | | | | | |
Consolidated amount | | 1Q23 | 4Q22 | 3Q22 | 2Q22 | 1Q22 | 4Q21 | 3Q21 | 2Q21 |
GP Co-investment in DBP I and II Investments | | $ | 345,719 | | $ | 343,137 | | $ | 277,450 | | $ | 284,282 | | $ | 248,663 | | $ | 242,856 | | $ | 230,972 | | $ | 225,411 | |
GP Co-investment in GIF Investment | | 142,280 | | — | | — | | — | | — | | — | | — | | — | |
Equity interests in digital investment vehicles and warehouse / seed investments | | 346,774 | | 316,299 | | 769,431 | | 906,076 | | 423,467 | | 290,113 | | 272,134 | | 198,934 | |
Other - digital assets net carrying value | | $ | 834,773 | | $ | 659,436 | | $ | 1,046,881 | | $ | 1,190,358 | | $ | 672,130 | | $ | 532,969 | | $ | 503,106 | | $ | 424,345 | |
| | | | | | | | | |
DBRG OP share of consolidated amount | | | | | | | | | |
GP Co-investment in DBP I and II Investments | | $ | 272,395 | | $ | 270,400 | | $ | 215,872 | | $ | 217,504 | | $ | 187,247 | | $ | 183,612 | | $ | 173,732 | | $ | 171,012 | |
GP Co-investment in GIF Investment | | 142,280 | | — | | — | | — | | — | | — | | — | | — | |
Equity interests in digital investment vehicles and warehouse / seed investments | | 184,938 | | 178,379 | | 467,014 | | 591,066 | | 308,578 | | 174,566 | | 165,902 | | 98,476 | |
Other - digital assets net carrying value | | $ | 599,613 | | $ | 448,779 | | $ | 682,886 | | $ | 808,570 | | $ | 495,825 | | $ | 358,178 | | $ | 339,634 | | $ | 269,488 | |
| | | | | | | | | | | |
DigitalBridge | Supplemental Financial Report | | 19 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
($ in thousands) | | | | | | | | | |
| | 1Q23 | 4Q22 | 3Q22 | 2Q22 | 1Q22 | 4Q21 | 3Q21 | 2Q21 |
Investment Management Cash G&A | | | | | | | | | |
Cash and equity-based compensation | | $ | 28,182 | | $ | 30,829 | | $ | 22,566 | | $ | 23,230 | | $ | 24,808 | | $ | 20,802 | | $ | 21,606 | | $ | 16,262 | |
Administrative expenses | | 6,407 | | 7,958 | | 4,517 | | 4,869 | | 4,171 | | 4,387 | | 5,820 | | 9,345 | |
Compensation expense—equity-based | | (3,898) | | (7,939) | | (2,654) | | (3,361) | | (3,190) | | (2,011) | | (2,046) | | (1,785) | |
Administrative expenses—straight-line rent | | (77) | | (66) | | (68) | | (76) | | (159) | | (75) | | (74) | | (50) | |
Administrative expenses—placement agent fee | | — | | — | | — | | — | | — | | (880) | | (3,069) | | (6,959) | |
Transaction-related and restructuring charges | | (4,490) | | (6,560) | | (1,035) | | (2,143) | | (3,943) | | (2,502) | | (2,629) | | (50) | |
Investment Management Cash G&A | | 26,124 | | 24,222 | | 23,326 | | 22,519 | | 21,687 | | 19,721 | | 19,608 | | 16,763 | |
| | | | | | | | | |
Corporate & Other Cash G&A | | | | | | | | | |
Cash and equity-based compensation | | 19,289 | | 10,804 | | 12,404 | | 9,333 | | 20,778 | | 12,084 | | 15,200 | | 13,061 | |
Administrative expenses | | 12,859 | | 23,373 | | 17,992 | | 12,574 | | 16,815 | | 21,171 | | 12,474 | | 9,548 | |
Compensation expense—equity-based | | (6,872) | | 329 | | (5,171) | | (4,840) | | (5,878) | | (3,837) | | (4,651) | | (5,721) | |
Administrative expenses—straight-line rent | | 352 | | 485 | | 660 | | 741 | | 856 | | 1,195 | | 602 | | 375 | |
Administrative expenses—noncontrolling interests | | (289) | | (248) | | (338) | | (327) | | (302) | | (377) | | (332) | | (255) | |
Transaction-related and restructuring charges | | (6,273) | | (18,443) | | (10,549) | | (2,828) | | (14,352) | | (14,229) | | (5,027) | | (1,399) | |
Corporate & Other Cash G&A | | 19,066 | | 16,300 | | 14,998 | | 14,653 | | 17,917 | | 16,007 | | 18,266 | | 15,609 | |
| | | | | | | | | |
DBRG Cash G&A excluding Portfolio Company G&A | | $ | 45,190 | | $ | 40,522 | | $ | 38,324 | | $ | 37,172 | | $ | 39,604 | | $ | 35,728 | | $ | 37,874 | | $ | 32,372 | |
| | | | | | | | | |
Corporate & Other EBITDA | | | | | | | | | |
EBITDA, excluding Cash G&A | | $ | (853) | | $ | 10,360 | | $ | 9,825 | | $ | 9,414 | | $ | 8,162 | | $ | 1,273 | | $ | 1,515 | | $ | (239) | |
Cash G&A | | (19,066) | | (16,300) | | (14,998) | | (14,653) | | (17,917) | | (16,007) | | (18,266) | | (15,609) | |
Corporate & Other EBITDA | | $ | (19,919) | | $ | (5,940) | | $ | (5,173) | | $ | (5,239) | | $ | (9,755) | | $ | (14,734) | | $ | (16,751) | | $ | (15,848) | |
| | | | | | | | | | | |
DigitalBridge | Supplemental Financial Report | | 20 | |
Appendices
| | | | | | | | | | | |
DigitalBridge | Supplemental Financial Report | | 21 | |
| | |
Reconciliations of IM FRE and Operating Adjusted EBITDA to Net Income (Loss) |
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
($ in thousands) | | 1Q23 | 4Q22 | 3Q22 | 2Q22 | 1Q22 | 4Q21 | 3Q21 | 2Q21 |
IM net income (loss) | | (2,804) | | 81,167 | | 46,065 | | 67,995 | | (9,143) | | 28,194 | | 39,272 | | 15,786 | |
Adjustments: | | | | | | | | | |
Interest expense (income) | | 2,411 | | 2,200 | | 2,906 | | 2,771 | | 2,500 | | 2,499 | | 2,250 | | — | |
Investment expense, net of reimbursement | | 51 | | 156 | | 230 | | (200) | | 138 | | (12) | | — | | — | |
Depreciation and amortization | | 6,409 | | 6,135 | | 5,369 | | 5,375 | | 5,276 | | 5,928 | | 8,242 | | 6,298 | |
Compensation expense—equity-based | | 3,898 | | 6,639 | | 2,654 | | 3,361 | | 3,191 | | 2,011 | | 2,046 | | 1,786 | |
Compensation expense—carried interest and incentive | | (36,831) | | 92,738 | | 80,831 | | 49,069 | | (20,352) | | 25,921 | | 31,736 | | 8,266 | |
Administrative expenses—straight-line rent | | 77 | | 1,541 | | 68 | | 76 | | 159 | | 75 | | 74 | | 50 | |
Administrative expenses—placement agent fee | | — | | — | | — | | — | | — | | 880 | | 3,069 | | 6,959 | |
Transaction-related and restructuring charges | | 9,682 | | 8,101 | | 2,317 | | 4,042 | | 3,942 | | 2,516 | | 2,627 | | 51 | |
Incentive/performance fee income | | 53,887 | | (176,944) | | (121,698) | | (110,779) | | 31,119 | | (5,720) | | (1,313) | | (4,489) | |
Principal investment income (loss) | | (318) | | (2,072) | | (1,016) | | (1,016) | | (17) | | (31,608) | | (59,196) | | (11,203) | |
Other (gain) loss, net | | (3,082) | | (248) | | 110 | | 424 | | 3,055 | | (52) | | (461) | | (119) | |
Income tax (benefit) expense | | 217 | | 2,172 | | 1,263 | | 2,006 | | 2,374 | | 1,852 | | 3,089 | | 2,236 | |
IM Adjusted EBITDA | | $ | 33,597 | | $ | 21,585 | | $ | 19,099 | | $ | 23,124 | | $ | 22,242 | | $ | 32,484 | | $ | 31,435 | | $ | 25,621 | |
Exclude: Start-up FRE of certain new strategies | | 915 | | 2,643 | | 2,399 | | 2,335 | | 2,362 | | 2,306 | | 2,224 | | 2,059 | |
IM FRE | | $ | 34,512 | | $ | 24,228 | | $ | 21,498 | | $ | 25,459 | | $ | 24,604 | | $ | 34,790 | | $ | 33,659 | | $ | 27,680 | |
Wafra’s 31.5% ownership | | — | | — | | — | | (4,700) | | (7,615) | | (11,033) | | (10,737) | | (8,210) | |
DBRG OP share of IM FRE | | $ | 34,512 | | $ | 24,228 | | $ | 21,498 | | $ | 20,759 | | $ | 16,989 | | $ | 23,757 | | $ | 22,922 | | $ | 19,470 | |
| | | | | | | | | |
| | 1Q23 | 4Q22 | 3Q22 | 2Q22 | 1Q22 | 4Q21 | 3Q21 | 2Q21 |
Operating net income (loss) from continuing operations | | (97,942) | | (76,990) | | (93,772) | | (85,428) | | (74,141) | | (83,909) | | (71,822) | | (10,850) | |
Adjustments: | | | | | | | | | |
Interest expense | | 59,984 | | 45,222 | | 40,770 | | 37,233 | | 36,184 | | 35,144 | | 29,839 | | 29,272 | |
Income tax (benefit) expense | | (56) | | 509 | | (5) | | 161 | | (330) | | (1,941) | | 1,922 | | (66,788) | |
Depreciation and amortization | | 134,699 | | 133,269 | | 130,663 | | 145,817 | | 122,891 | | 126,436 | | 120,458 | | 126,227 | |
Straight-line rent expenses and amortization of above- and below-market lease intangibles | | (1,221) | | (1,749) | | (2,827) | | (236) | | (377) | | 370 | | 482 | | (98) | |
Compensation expense—equity-based | | 5,275 | | (95) | | 10,852 | | 752 | | 752 | | 1,918 | | 308 | | 308 | |
Installation services | | — | | — | | — | | — | | — | | 2,097 | | (4,058) | | 576 | |
Transaction-related and restructuring charges | | 184 | | 1,574 | | 1,105 | | 2,400 | | 4,636 | | 3,188 | | 4,042 | | 2,999 | |
Other gain/loss, net | | (1,769) | | (3,188) | | 4,418 | | 534 | | (956) | | 1,226 | | (285) | | 349 | |
Operating Adjusted EBITDA | | $ | 99,154 | | $ | 98,552 | | $ | 91,204 | | $ | 101,233 | | $ | 88,659 | | $ | 84,529 | | $ | 80,886 | | $ | 81,995 | |
| | | | | | | | | | | |
DigitalBridge | Supplemental Financial Report | | 22 | |
| | |
Reconciliations of DE and Adjusted EBITDA to Net Income (Loss) |
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
($ in thousands) | | 1Q23 | 4Q22 | 3Q22 | 2Q22 | 1Q22 | 4Q21 | 3Q21 | 2Q21 |
Net income (loss) attributable to common stockholders | | $ | (212,473) | | $ | (19,356) | | $ | (63,273) | | $ | (37,321) | | $ | (262,316) | | $ | (20,686) | | $ | 41,036 | | $ | (141,260) | |
Net income (loss) attributable to noncontrolling common interests in Operating Company | | (16,662) | | (1,583) | | (4,834) | | (3,090) | | (22,862) | | (1,946) | | 4,311 | | (14,980) | |
Net income (loss) attributable to common interests in Operating Company and common stockholders | | (229,135) | | (20,939) | | (68,107) | | (40,411) | | (285,178) | | (22,632) | | 45,347 | | (156,240) | |
| | | | | | | | | |
Adjustments for Distributable Earnings (DE): | | | | | | | | | |
Transaction-related and restructuring charges | | 18,391 | | 23,772 | | 23,249 | | 29,300 | | 24,668 | | 29,977 | | 19,501 | | 5,174 | |
Other (gain) loss, net (excluding realized gain or loss related to digital assets and fund investments in Corporate and Other) | | 141,229 | | (16,050) | | (7,211) | | 15,134 | | 130,224 | | (52,611) | | 11,319 | | (151,773) | |
Unrealized carried interest (allocation) reversal, net of associated compensation (expense) reversal | | 18,240 | | (70,541) | | (1,228) | | (58,775) | | 13,078 | | (7,375) | | (27,953) | | (6,485) | |
Compensation expense - equity-based | | 16,339 | | 7,549 | | 18,619 | | 9,344 | | 18,720 | | 19,416 | | 9,038 | | 11,642 | |
Depreciation and amortization | | 141,220 | | 148,508 | | 146,810 | | 153,548 | | 130,597 | | 145,031 | | 137,602 | | 167,114 | |
Straight-line rent revenue and expense | | (1,727) | | (7,063) | | (8,895) | | (2,956) | | (2,548) | | (1,986) | | (1,925) | | (2,309) | |
Amortization of acquired above- and below-market lease values, net | | 26 | | 100 | | 80 | | (10) | | (248) | | (333) | | (172) | | (1,498) | |
Impairment loss | | — | | — | | — | | 12,184 | | 23,802 | | (40,732) | | (8,210) | | 242,903 | |
Gain from sales of real estate | | — | | — | | — | | — | | — | | (197) | | (514) | | (2,969) | |
Non-revenue enhancing capital expenditures | | (8,564) | | (14,774) | | (10,992) | | (13,377) | | (1,372) | | (1,097) | | (1,349) | | (764) | |
Finance lease interest expense, debt prepayment penalties and amortization of deferred financing costs, debt premiums and discounts | | 15,523 | | 5,572 | | 5,627 | | 5,238 | | 98,465 | | 36,685 | | 7,651 | | 10,196 | |
| | | | | | | | | |
Preferred share redemption (gain) loss | | — | | — | | — | | — | | — | | 2,127 | | 2,865 | | — | |
Income tax effect on certain of the foregoing adjustments | | — | | 55 | | — | | — | | (589) | | 8,195 | | 1,663 | | (42,536) | |
Adjustments attributable to noncontrolling interests in investment entities | | (118,563) | | (69,810) | | (136,338) | | (91,676) | | (132,237) | | (105,150) | | (83,074) | | (15,334) | |
DE from discontinued operations | | 3,656 | | (4,772) | | 70,721 | | (16,940) | | (22,446) | | (20,954) | | (116,675) | | (68,915) | |
After-tax DE | | $ | (3,365) | | $ | (18,393) | | $ | 32,335 | | $ | 603 | | $ | (5,064) | | $ | (11,636) | | $ | (4,886) | | $ | (11,794) | |
| | | | | | | | | | | |
DigitalBridge | Supplemental Financial Report | | 23 | |
| | |
Reconciliations of DE and Adjusted EBITDA to Net Income (Loss) |
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
($ in thousands) | | 1Q23 | 4Q22 | 3Q22 | 2Q22 | 1Q22 | 4Q21 | 3Q21 | 2Q21 |
After-tax DE | | $ | (3,365) | | $ | (18,393) | | $ | 32,335 | | $ | 603 | | $ | (5,064) | | $ | (11,636) | | $ | (4,886) | | $ | (11,794) | |
Interest expense included in DE | | 12,549 | | 13,756 | | 16,348 | | 14,142 | | 13,280 | | 13,775 | | 14,160 | | 11,834 | |
Income tax expense (benefit) included in DE | | 1,092 | | 30,616 | | (7,839) | | (2,662) | | (6,849) | | 631 | | (12,638) | | (8,224) | |
Preferred dividends | | 14,676 | | 14,765 | | 15,283 | | 15,759 | | 15,759 | | 16,139 | | 17,456 | | 18,516 | |
Principal Investment Income (Loss) | | (277) | | (1,860) | | (9,303) | | — | | (58) | | (157) | | (198) | | — | |
Placement fee expense | | — | | — | | — | | — | | — | | 603 | | 2,102 | | 4,767 | |
Realized carried interest (allocation) reversal, net of associated compensation (expense) reversal | | (243) | | (12,377) | | (20,258) | | — | | 1,172 | | (1,092) | | (7) | | (1,565) | |
Investment costs and non-revenue enhancing capital expenditures in DE | | 1,194 | | 1,252 | | 2,531 | | 3,086 | | 2,023 | | 2,463 | | 1,402 | | 1,620 | |
Non pro-rata allocation of income (loss) to noncontrolling interests | | — | | — | | — | | — | | 231 | | 231 | | 231 | | 223 | |
Adjusted EBITDA | | $ | 25,626 | | $ | 27,759 | | $ | 29,097 | | $ | 30,928 | | $ | 20,494 | | $ | 20,957 | | $ | 17,622 | | $ | 15,377 | |
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DigitalBridge | Supplemental Financial Report | | 24 | |
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.
Fee Related Earnings Margin % ("FRE Margin %")
FRE Margin % represents IM FRE divided by management fee revenues, excluding one-time catch-up fees and/or incentives fees.
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.
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DigitalBridge | Supplemental Financial Report | | 25 | |
digitalbridge-1q23xearni
1 EARNINGS PRESENTATION 1Q 2023 May 3, 2023
2 CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS This presentation may contain forward-looking statements within the meaning of the federal securities laws, including statements relating to (i) our strategy, outlook and growth prospects, (ii) our operational and financial targets and (iii) general economic trends and trends in our industry and markets. Forward-looking statements relate to expectations, beliefs, projections, future plans and strategies, anticipated events or trends and similar expressions concerning matters that are not historical facts. In some cases, you can identify forward-looking statements by the use of forward-looking terminology such as “may,” “will,” “should,” “expects,” “intends,” “plans,” “anticipates,” “believes,” “estimates,” “predicts,” or “potential” or the negative of these words and phrases or similar words or phrases which are predictions of or indicate future events or trends and which do not relate solely to historical matters. You can also identify forward-looking statements by discussions of strategy, plans or intentions. Forward-looking statements involve known and unknown risks, uncertainties, assumptions and contingencies, many of which are beyond the Company’s control, and may cause the Company’s actual results to differ significantly from those expressed in any forward-looking statement. Factors that might cause such a difference include, without limitation, our ability to grow our business by raising capital for our funds and the companies that we manage; whether run rate metrics presented herein are reflective of actual annual data; our position as an owner and investment manager of digital infrastructure and our ability to manage any related conflicts of interest; adverse changes in general economic and political conditions, including those resulting from supply chain difficulties, inflation, interest rate increases, a potential economic slowdown or a recession; our ability to deconsolidate our Operating segment; our exposure to business risks in Europe, Asia and other foreign markets; our ability to obtain and maintain financing arrangements, including securitizations, on favorable or comparable terms or at all; the ability of our managed companies to attract and retain key customers and to provide reliable services without disruption; the reliance of our managed companies on third-party suppliers for power, network connectivity and certain other services; our ability to increase assets under management ("AUM") and expand our existing and new investment strategies; our ability to integrate and maintain consistent standards and controls, including our ability to manage our acquisitions in the digital infrastructure and investment management industries effectively; our business and investment strategy, including the ability of the businesses in which we have significant investments to execute their business strategies; 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 deploy capital into new investments consistent with our investment management strategies; the availability of, and competition for, attractive investment opportunities and the earnings profile of such new investments; 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 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; 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; the impact of any security incident or deficiency affecting our systems or network or the system and network of any of our managed companies or service providers; any litigation and contractual claims against us and our affiliates, including potential settlement and litigation of such claims; our leverage and our ability to reach our targeted level of leverage by year-end; the impact of legislative, regulatory and competitive changes, including those related to privacy and data protection; the impact of our transition from a real estate investment trust ("REIT") to a taxable 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; fluctuations in foreign currency and exchange rates and our understanding of and ability to successfully navigate the competitive landscape in which we and our managed companies operate 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, 2022 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 or any investment vehicle managed or advised thereby. 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.
3 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 differ from methodologies utilized by other companies for similar performance measurements, and accordingly, may not be comparable to those of other companies. This presentation includes forward-looking guidance for certain non-GAAP financial measures, including Adjusted EBITDA, FRE, and Run-Rate Fee Revenue. 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 these measures 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. Adjusted Earnings before Interest, Taxes, Depreciation and Amortization (Adjusted EBITDA): Adjusted EBITDA represents DE adjusted to exclude the following items attributable to the operating company: interest expense as included in DE, income tax expense or benefit as included in DE, preferred stock dividends, equity method earnings, placement fee expense, principal investment income or loss as included in DE, placement fee expense, our share of incentive fees and realized carried interest allocation or reversal net of associated compensation expense or reversal, 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. 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 Related Earnings (“FRE”): 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). 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 FRE is a useful supplemental performance measure because it may provide additional insight into the profitability of the overall digital investment management business. FRE is measured as Adjusted EBITDA for the IM segment, adjusted to reflect the Company’s 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 FRE until such time a new strategy is determined to form part of the Company’s core investment management business. 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 costs; restructuring charges (primarily severance and retention costs); 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. Fee Related Earnings Margin (“FRE Margin”): FRE Margin is calculated by dividing FRE by management fee revenues, excluding one-time catch-up fees and/or incentives fees. 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. Run-Rate Fee Revenue: Calculated as FEEUM , inclusive of uncalled contractual commitments expected to be called within their commitment periods by investment vehicles that charge fees on invested capital once called, multiplied by the blended average fee rate as of the most recent reporting period. The Company’s calculations of Run-rate Investment Management Fee Revenues may not be achieved if all uncalled commitments are not called 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.
4 DIGITALBRIDGE FIRST QUARTER 2023 GAAP RESULTS (UNAUDITED) Quarter Ended March 31, 2023 Revenues $ 59,126Fee income (54,756)Carried interest allocation (reversal) 3,562Principal investment income (loss) 230,927Property operating income 11,301Other income 250,160Total revenues Expenses 97,126Property operating expense 67,196Interest expense 5,751_Investment expense 8,527 -Transaction-related costs 141,574Depreciation and amortization 74,650Compensation expense—cash and equity-based (36,831)Compensation expense (reversal)—incentive fee and carried interest 26,506Administrative expenses 384,499Total expenses (142,745)Other losses, net (277,084)Income (loss) from continuing operations before income taxes (1,042)Income tax benefit (expense) (278,126)Income (loss) from continuing operations (14,218)Income (loss) from discontinued operations (292,344)Net income (loss) Net Income (loss) attributable to noncontrolling interests: 6,943)Redeemable noncontrolling interests (84,828)Investment entities (16,662)Operating Company (197,797)Net income (loss) attributable to DigitalBridge Group, Inc. 14,676Preferred stock dividends $ (212,473)Net income (loss) attributable to common stockholders Loss per share—diluted $ (1.25)Loss from continuing operations per common share—diluted $ (1.34)Net loss attributable to common stockholders per common share—diluted Weighted average number of shares 158,446Diluted $ 0.01Dividends declared per common share DigitalBridge GAAP Net Income (loss) attributable to common stockholders was ($212) million for the quarter ended March 31, 2023, a net loss of $1.34 per diluted share.
5 AGENDA BUSINESS UPDATESE CT IO N 1 FINANCIAL RESULTSSE CT IO N 2 SE CT IO N 3 EXECUTING THE DIGITAL PLAYBOOK
6 1 BUSINESS UPDATE
7 PROGRESS ON OUR 2023 PRIORITIES: THE 3 THINGS THAT MATTER DigitalBridge made tangible progress across its key 2023 priorities, including new fee-paying capital formation off to a solid start, substantive corporate debt reduction, and legacy asset dispositions. DBRG is ‘on-track’ to deliver in 2023. Strong Growth: 1Q23 IM Fee Revenue increased 36% YoY and FRE increased 40%, driven by higher FEEUM from credit, core, and co-invest strategies and partial quarter contribution from the InfraBridge acquisition. New Capital: QTD new capital formation of $0.7B, driven by increases in fee-paying co-invest. Guidance On Track: Next iteration of DBP Series strategy, reaffirming commitment to achieve full year capital formation targets. FUNDRAISE Legacy Assets: Cleared out Legacy assets with 100% sale of BRSP shares for $202 million, wellness note write-off, and $22 million of net proceeds received from other legacy assets. De-lever – Continued capital structure optimization with $200 million paydown of 2023 Convertible notes, retiring another debt tranche and saving $10M in interest payments annually. New Reporting – Advanced our alternative asset manager profile as we move closer to Operating segment deconsolidation. SIMPLIFY Resilient Portcos: Portfolio company MRR continued to grow across all verticals in the DBRG ecosystem. Data Centers & Towercos: Key DBRG verticals led the way with strong organic and investment-led growth. DRIVE PORTCO PERFORMANCE
8 $19.9 $24.8 $29.1 $16.5 $16.9 $19.4 $7.1 $7.3 $7.7 $8.4 $1.0 $2.2 $3.0 $2.1 $1.5 $1.7 $46.6 $52.8 $69.3 1Q22 4Q22 1Q23 ASSETS & FEE EARNING EQUITY UNDER MANAGEMENT Fee-Earning Equity Under Management (FEEUM) increased $8.9B, or 47% YoY, driven equally by a combination of organic capital formation in co-invest, core and credit strategies and contribution from the InfraBridge acquisition DBP Series Co-Invest Permanent Capital Vehicles Core, Liquid, Credit Note: Past performance is not indicative of future results or indicative of how other DigitalBridge investments will perform. Please see slide 2 for additional information. AUM(1)FEEUM InfraBridge $11.0 $11.2 $11.2 $4.4 $6.5 $7.0 $5.1 $2.4 $2.5 $2.2 $1.0 $2.0 $2.2 $18.8 $22.2 $27.7 1Q22 4Q22 1Q23 +47% YoY Growth +49% YoY GrowthFEEUM growth is Key Revenue and Earnings Driver (1) See definition of AUM in Notes Regarding Non-GAAP Financial Measures, on page 3 of this presentation. DBRG Balance Sheet ($ in Billions) ($ in Billions)
9 $7.7 $12.9 $18.8 $27.7 NEW CAPITAL FORMATION DigitalBridge raised $0.7B in new fee-earning equity during 1Q23, up 50% YoY, driven principally by new co-invest. This puts DBRG on pace to hit its 2023 fundraising goals. Co-invest capital supports the ongoing expansion of DBRG platform companies, representing a structural growth opportunity that expands alongside Total FEEUM. $0.5 $0.7 1Q22 1Q23 Fee-Earning Equity Raised(1) ($ in Billions) Co-Investment vs Total FEEUM $0.8 $2.7 $4.4 $7.0 1Q20 1Q21 1Q22 1Q23 ($ in Billions) Co-Invest FEEUM Total FEEUM +50% YoY Growth Co-invest complements growth in DBRG platform (1) Excludes fee-earning equity raised for liquid securities
10 CORPORATE SIMPLIFICATION YTD we achieved two key simplification objectives with the sale of 100% of our non-core legacy BRSP stake and the repayment of our 2023 convertible notes, further optimizing our capital structure. CONVERTIBLE NOTE REPAYMENT Total Repayment: $200M BRIGHTSPIRE (“BRSP”) SHARE SALE Net Proceeds: $202M Complete disposition of non-core legacy assets Strategic Rationale: Key Stats - 34.9 million SharesTotal Shares Sold: Class A Common StockSecurity Type: $6.00 / ShareSale Price: March 2023Sale Date: Capital structure optimization, sync with Asset Mgmt Peers Strategic Rationale: Key Stats - Convertible Senior NotesDescription: $200 millionPrincipal Balance: 5.00% FixedInterest Rate: April 15, 2023Maturity Date: $578M $378M 12/31/22 5/3/23 -35% Corp. Debt Reduction DECONSOLIDATION Sell Down of Operating Assets Finalize transition to asset mgmt. business model, simplification Strategic Rationale: Sale of DataBank & Vantage SDC below 10% ownership Key Stats - 11% DataBank Equity Ownership % : 13% Vantage SDC Ownership %: INVESTMENT MANAGEMENT Digital Operating Principal Investments
11 2 FINANCIAL RESULTS
12 FIRST QUARTER 2023 HIGHLIGHTS & KPIs DBRG shareholder pro-rata metrics for the quarter ended March 31, 2023; Fee Revenue in the investment management segment was $59.2 million, up 36% year-over-year. Fee Related Earnings (“FRE”) in the investment management segment were $34.5 million, up 40% year-over-year. Distributable Earnings (“DE”) attributable to DBRG shareholders was ($3.4) million. Excluding a non-cash write-down of a wellness infrastructure business note, DE would have been $4.4 million. Financial Highlights Assets Under Management (“AUM”) of $69.3 billion, up 49% year-over-year. Fee Earning Equity Under Management (“FEEUM”) of $27.7 billion, up 47% year-over-year. New Capital Raised of $0.7 billion, up 50% over prior year. Run-Rate Fee Revenue representing committed FEEUM at quarter end, multiplied by weighted average fee rate is $252 million. Capital Metrics Liquidity as of May 2, 2023 is $500 million, including the Company’s $300 million variable funding note. Debt reduction represents a 15% sequential reduction in pro-rata debt to $1.0 billion, including $200 million paydown of 2023 convertible notes in April 2023 which will be reflected in the 2Q23 financial statements. Capital Allocation during the quarter was approximately $420 million including the InfraBridge platform purchase from AMP and GP commitments alongside existing investment funds. Regular Dividend of $0.01 per share of common stock was declared for the quarter. Corporate
13 TOTAL COMPANY 1Q22 1Q23 % Change YOY 1Q22 LTM 1Q23 LTM % Change YOY Fee Income $42.8 $59.1 +38% $194.2 $189.0 (3%) Carried Interest allocation (31.1) (54.8) N/M 68.4 354.7 >100% Principal Investment Income (loss) 6.5 3.6 (81%) 81.4 (6.5) N/M Property Operating Income 202.5 230.9 +14% 776.3 955.9 +23% Interest & Other Income 12.1 11.3 (7%) 32.2 43.6 +35% Consolidated Revenues $232.8 $250.2 +7% $1,152.4 $1,536.6 +33% DBRG Pro Rata Share of Revenues $42.4 $45.7 +8% $374.4 $537.9 +44% Adjusted EBITDA $20.5 $25.6 +25% $74.5 $113.4 +52% Distr ibutable Earnings ("DE") ($5.1) ($3.4) N/M ($33.4) $11.2 N/M Distr ibutable Earnings / Share ($0.03) ($0.02) N/M ($0.23) $0.06 N/M 1Q23 revenues increased over the prior year driven principally by increases in Fee Income from higher FEEUM and contribution from continued growth in Operating Segment revenues. CONSOLIDATED RESULTS (NON-GAAP) Note: All $ in millions DigitalBridge revenue now includes Carried Interest Allocation and Principal Investment Income, which historically were captured in Equity Method Income ‘below the line’, This change was effectuated to bring our reporting in line with our asset management peers. Carried Interest Allocation includes both Realized and Unrealized (accrued) amounts on a consolidated basis.
14 During 1Q23, Fee Income increased 36% as additional FEEUM from new strategies and InfraBridge contributed to revenue growth. FRE and segment-level DE also showed strong YoY growth and margin expansion. INVESTMENT MANAGEMENT SEGMENT RESULTS (NON-GAAP) Note: All $ in millions (1) G&A excludes start-up FRE associated with new strategies, which is captured in Other IM Expenses & Taxes INVESTMENT MANAGEMENT ("IM") 1Q22 1Q23 % Change YOY 1Q22 LTM 1Q23 LTM % Change YOY Fee Income, excluding incentive fees $43.7 $59.2 +36% $188.5 $191.7 +2% Other Income 0.3 0.5 1.1 1.9 G&A (19.3) (25.2) (68.8) (87.9) Fee Related Earnings ("FRE") $24.6 $34.5 +40% $120.7 $105.7 (12%) Minority Holder Allocation (7.6) – (37.6) (4.7) Fee Related Earnings ("FRE") at share $17.0 $34.5 +103% $83.1 $101.0 +21% Realized Net Carried Interest (Loss) (1.1) 0.2 1.6 32.9 Realized Net Investment Income (Loss) – – – – Other IM Expenses & Taxes (7.3) (3.2) (34.0) (22.9) IM Segment Distr ibutable Earnings ("DE") $8.6 $31.5 +268% $50.7 $110.9 +116% FRE Margin 56.0% 57.8% +1.8% 63.7% 54.6% (9.1%) (1) (1)
15 OPERATING (AT DBRG SHARE) 1Q22 1Q23 % Change YOY 1Q22 LTM 1Q23 LTM % Change YOY Revenues $35.9 $27.1 (25%) $133.5 $130.6 (2%) Expenses (20.4) (15.1) (76.4) (73.8) Operating Adjusted EBITDA $15.5 $11.9 (23%) $57.1 $56.9 (0%) Interest & Other Expenses (6.9) (6.2) (24.1) (26.3) Maintenance Capex (1.4) (1.1) (4.6) (7.3) Operating AFFO / DE $7.3 $4.7 (35%) $28.4 $23.3 (18%) EBITDA Margin 43.1% 44.1% +1.0% 42.8% 43.5% +0.8% Ownership 17% 12% OPERATING SEGMENT RESULTS (NON-GAAP) Note: All $ in millions Operating Segment revenues and earnings declined YoY due to lower DBRG ownership of businesses in this segment. Notably, the successful DataBank recap lowered DBRG ownership of the company from 22% to 11%. Excluding the impact of the ownership reduction, consolidated revenue was up 14% and Adj. EBITDA was up 12%. YoY reduction due to sale of ownership interests in DataBank; excluding sale EBITDA was up 12%
16 $69M $85M $94M $106M $120M $148M $182M $181M $237M $33M $48M $53M $60M $73M $83M $100M $97M $138M 1Q21 2Q21 3Q21 4Q21 1Q22 2Q22 3Q22 4Q22 1Q23 CONSISTENT INVESTMENT MANAGEMENT GROWTH Note: There can be no assurance that actual amounts will not be materially higher or lower than these expectations. Readers should refer to the discussion in the Cautionary Statement Regarding Forward-Looking Statements section at the beginning of this presentation. (1) Based on 3/31/23 FEEUM multiplied by the weighted average annual fee rate %, and inclusive of capital raised for new products that has yet to begin charging fees. Run-Rate Fee Revenue is calculated by multiplying committed FEEUM as of the referenced date by the average annual fee rate % to provide an indication of future expected revenue DBRG SHARE EXCLUDES 31.5% MINORITY INTEREST FOR PERIODS PRIOR TO MAY 2022 CONVERSION EXCLUDES 1X ITEMS Investment management segment has continued to grow consistently with ‘lower left to upper right trajectory’. Run-Rate Fee Revenue, which assumes full deployment of committed capital, continued to increase with contributions from new capital formed during the quarter. Annualized Fee Revenue Annualized IM Segment FRE $252M Run Rate Fee Revenue 31% (1)
17 LIQUIDITY AND LEVERAGE YTD DBRG has executed key strategic capital allocation initiatives including, closing of the InfraBridge acquisition in February and finalizing the convertible note repayment in April. The note repayment further reduced company-wide leverage and DBRG remains on track to achieve its targeted corporate leverage levels by year-end. 12/31/22 Wafra Contingent Consideration Convertible Note Repayment BRSP Share Sale Current (1) 2023 Convertible senior note repaid on April 15, 2023 (2) Adjusted EBITDA used is 1Q23, adjusted for non-cash wellness note PIK interest, annualized. (3) Adjusted EBITDA used is the midpoint of 2023 Guidance. Note: There can be no assurance that actual amounts will not be materially higher or lower than these expectations. Readers should refer to the discussion in the Cautionary Statement Regarding Forward-Looking Statements section at the beginning of this presentation. InfraBridge Purchase LIQUIDITY LEVERAGE 12/31/22 Convertible Note Repayment $578M $569M Current Target Anticipated Deconsolidation Of Operating Anticipated Conversion Of ’25 Notes $300M Revolver Avail Other Net Activity $300M Revolver Avail 2.1x(3)7.5x(2)9.9x Operating Debt Increase(1) $378M $596M Total Debt / Adj. EBITDA
18 GAAP INCOME STATEMENT (PREVIOUS) GAAP INCOME STATEMENT (NEW) Revenues Revenues Property Operating Income Fee Income Fee Income Carried interest allocation (reversal) Interest Income Principal investment income (loss) Other Income Property Operating Income Total Revenues Other income Expenses Total Revenues Property Operating Expense Expenses Interest Expense Property Operating Expense Investment Expense Interest Expense Transaction-related Costs Investment Expense Depreciation and Amortization Transaction-related Costs Compensation Expense Depreciation and Amortization Cash and equity-based compensation Compensation expense - cash and equity-based Carried interest and incentive fee compensation Compensation expense (reversal) - carried interest and incentive fee Administrative Expenses Administrative Expenses Total Revenues Total Expenses Other Income (Loss) Other gain (loss), net Other gain (loss), net Income (Loss) from continuing operatings before income taxes Equity method earnings - carried interest Equity method earnings Income (Loss) before income taxes CORPORATE SIMPLIFICATION - ENHANCED FINANCIAL REPORTING As we finalize our transformation to an alternative asset manager, we continue to make improvements to our financial reporting and disclosures to more closely align our reporting with our peers and facilitate investor analysis. Income Statement • ‘Equity Method Income’ is reclassed as ‘Principal Investment Income (Loss)’ • ‘Equity Method income – Carried Interest’ is reclassed as ‘Carried Interest Allocation’ Balance Sheet • Segment level balance sheet disclosure to facilitate investor analysis • As DBRG moves to deconsolidate Operating Segment, easier to understand post- deconsolidation balance sheet profile. • Presented on Consolidated Basis, DBRG share of Operating Segment is 12% (1) Includes noncontrolling interests in investment entities related to assets held for disposition (1)
19 3 EXECUTING THE DIGITAL PLAYBOOK
20 DIGITAL INFRASTRUCTURE MARKETS: TALE OF TWO CITIES Equity and credit markets highlight a ‘tale of two cities’ in digital infrastructure with higher quality ‘in-favor’ companies performing in-line with broader markets, while ‘out-of-favor’ names exhibit material underperformance. Credit MarketsEquity Markets Digital Infra ‘Out-of-Favor’ Digital Infra ‘In-Favor’ S&P 500 Digital Infra ‘Out-of-Favor’ Bloomberg IG Credit Digital Infra ‘In-Favor’ Data source: Bloomberg. ‘In-favor’/’Out-of-favor’ performance sourced from proprietary DBRG indices, screened for hi/lo performers over period.
21 IN THE FACE OF MARKET VOLALITILTY: WHAT IS THE PLAYBOOK? We are Forming Capital to Fuel the Next Phase of Growth Invest in Our Customers and Our Best Ideas Continue to Drive Best Outcomes for Stakeholders 1 2 3 FUNDRAISING IN SHARP FOCUS WE EXPECT $8B IN NEW EQUITY CAPITAL PER OUR GUIDANCE $2.3B IN NEW DEBT COMMITMENTS DISCIPLINED DEPLOYMENT OF CAPITAL NEW CYCLE CREATES NEW OPPORTUNITIES GREENFIELD CAPEX TO SUPPORT CUSTOMERS OF $7.6B PORTFOLIO COMPANY PERFORMANCE STRONG LEASING DRIVING VALUE 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.
22 CAPITAL FORMATION: REMAINS OUR HIGHEST PRIORITY DigitalBridge is in the early innings of tapping into significant pools of capital on a global basis. We have expanded our team and our global footprint to access capital attracted to the resilient profile of digital infrastructure. Note: Past performance is not indicative of future results or indicative of how other DigitalBridge investments will perform. Please see slide 2 for additional information. Expanding Capital Formation Capability DBRG has focused principally on the ‘Top 100’ but is widening its aperture to the Top 1000 and beyond over time 23 Today 2020 13 Expanding LP Base 150+ Today 2020 60+ Top 1000 Institutional LPs Regional LPs, HNW Capital Dedicated team Dedicated team LPs LPs 1 Top 100 Global Infra LPs For Illustration purposes only, not to scale. Expanding base implies increasing number of prospective investors.in different tiers
23Note: 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. BENEFITING FROM INDUSTRY AND COMPANY-SPECIFIC TAILWINDS SECULAR INDUSTRY TAILWINDS Allocations to Infra/Real Assets continue to grow Allocation to Digital Infra within the sector is expanding DIGITALBRIDGE Geographic Expansion Expanding Product Offering Growing Investment and Capital Formation Teams DBP Series 3rd cycle 20262021 2025 $50B $1.9TR G lobal Institutional Infrastructure $0.9TR $100B $2TR 2X+ $100B AUM $45B AUM 202… ANTICIPATED ASSETS UNDER MANAGEMENT >20% CAGR in 4 YEARS 1 Allocations to digital infrastructure are growing and DigitalBridge is early in its lifecycle $69B AUM Q1/2023 2023
24 CAPITAL FORMATION: PORTFOLIO BY THE NUMBERS IN 2023 Deutsche Telekom Towers Portfolio: 40,000+ Sites Across Attractive Markets Serving Germany and Austria YTD new 3rd party co-invest: ~$350 million Leading U.S. private cloud operator Capacity: 500 MW in place, expansion potential of 1GW+ Forming new 3rd party co-invest Vantage EMEA 2023 recap(1) High quality YieldCo spinout at attractive valuation Recap included select stabilized European assets, valued at ~$2.7 billion (includes debt and equity) UK alternative network provider, Netomnia and its ISP sister company YouFibre raise $277 million (£230 million) in committed debt financing in March 2023 CREDITEQUITY GD Towers March 2023, DataBank issued $715 million in secured notes in its third securitization offering since 2021 In April 2023, DataBank secured $350 million in financing to fund the ongoing expansion of its edge data center footprint Fresh Co-Invest $0.7B $2.3B Vantage Data Centers issued $370 million in securitized notes in March 2023 High-quality ‘in favor’ platforms continue to attract capital as recent transactions demonstrate. We invested here in anticipation of a more discerning market. December 2022, Scala issued its second bond for BRL 2 billion, marking the first green bond in the sector in Brazil New Recap $2.7B January 2023, AtlasEdge closed a scalable €525 million (up to €725) finance facility 1 (1) Transaction has been agreed in definitive documentation, but closing remains subject to customary closing conditions, including regulatory consents. The Company provides no guarantee it will close in anticipated time frame, or at all.
25 DISCIPLINED CAPITAL DEPLOYMENT: HUNTING VALUE & QUALITY Market conditions have created opportunities to invest in ‘value’ in selected sub-verticals that we opted not to invest in during the peak cycle, as they did not present the appropriate risk/return profile when ‘everything traded together’ Towers Hyperscale Data Centers Managed Services Enterprise Fiber Indoor DAS Outdoor Media Infrastructure Private Cloud /Edge Data Centers Small Cells Dark Fiber LOWER HIGHER Wi-Fi RETURN / RISK SPECTRUM Non-OECD Towers Easements FTTx RECENTLY REPRICEDValue Playbook becomes relevant again, as valuations come back in line and distress beginning to show. High-quality assets continue to trade well. DBRG always active here, establishing platforms. Assets here have repriced, creating value opportunity AREAS OF INTEREST ACROSS RISK SPECTRUM Good business, bad balance sheet Good business, out-of-favor vertical Buy / Lend below replacement cost Consolidation play Bad business, good price Bad business, great price x x 2 Colo Data Centers
26 DISCIPLINED CAPITAL DEPLOYMENT: GREENFIELD MATTERS $7.6B in Capex being deployed this year in success-based capex to our top global customers across five continents and four industry verticals. 2023 GROWTH CAPITAL $2.7B EUROPE ASIALATAMNORTH AMERICA 2023 GROWTH CAPITAL $1.0B 2023 GROWTH CAPITAL $3.2B 2023 GROWTH CAPITAL $0.7B vsBUY BUILD Xenith IG 2 Waiting for data to add / remove logos Note: There can be no assurance that actual amounts will not be materially higher or lower than these expectations. Readers should refer to the discussion in the Cautionary Statement Regarding Forward-Looking Statements section at the beginning of this presentation.
27 PORTFOLIO PERFORMANCE…NEW LEASING We continue to experience positive performance across our global portfolio through a combination of strong organic and investment-led growth WE BENEFIT FROM CONSERVATIVE PORTFOLIO DEBT METRICS WE STAY FOCUSED ON THE CONTROL VARIABLES IN OUR BUSINESSES (1) The Company defines Monthly Recurring Revenue “MRR”, as revenue from ongoing services that is generally fixed in price and contracted for longer than 30 days. (2) Excludes companies acquired during or after 1Q23 or for which comparable data was not yet available. 1Q231Q22 TOWER PORTFOLIO SMALL CELLS/EDGE FIBER PORTFOLIO DATA CENTER PORTFOLIO 10.0% 14.2%25.7% Monthly Recurring Revenue ($)(1)(2) Loan to Value 43%(3) Fixed/Hedged 80%(3) Average Fully Extended Term Maturity Profile 7 yrs(4),(5) (3),(4): As of 3/31/23 (5): Maximum weighted average maturity date, Including full term out of securitizations.Note: Past performance is not indicative of future results or indicative of how other DigitalBridge investments will perform. Please see slide 2 for additional information. 4.7% 3
28 2023 CEO PRIORITIES: 3 THINGS THAT MATTER CEO 2023 Checklist Secular Tailwinds Around Connectivity – Big Growing TAM The Leading Management Team 25+ years Investing and Operating Digital Assets Converged Vision with Exposure to Entire Digital Ecosystem Focus on realization of high-growth digital infrastructure platform FUNDRAISE • $8B IN NEW CAPITAL SIMPLIFY • DECONSOLIDATE OPERATING • ADVANCE CAPITAL STRUCTURE OPTIMIZATION PORTCO PERFORMANCE • INVEST AND SUPPORT GROWTH AT PORTFOLIO COMPANIES • FOCUS ON CUSTOMERS, DEPLOY NEW GREENFIELD CAPEX ON TRACK Note: There can be no assurance that actual amounts will not be materially higher or lower than these expectations. Readers should refer to the discussion in the Cautionary Statement Regarding Forward-Looking Statements section at the beginning of this presentation.
29 4 Q&A SESSION
30 5 APPENDIX
31 NON-GAAP RECONCILIATIONS ($ in thousands) 1Q23 4Q22 3Q22 2Q22 1Q22 4Q21 3Q21 2Q21 Net income (loss) attributable to common stockholders ($212,473) ($19,356) ($63,273) ($37,321) ($262,316) ($20,686) $41,036 ($141,260) Net income (loss) attributable to noncontrolling common interests in Operating Company (16,662) (1,583) (4,834) (3,090) (22,862) (1,946) 4,311 (14,980) Net income (loss) attributable to common interests in Operating Company and common stockholders (229,135) (20,939) (68,107) (40,411) (285,178) (22,632) 45,347 (156,240) Adjustments for Distributable Earnings (DE): Transaction-related and restructuring charges 18,391 23,772 23,249 29,300 24,668 29,977 19,501 5,174 Other (gain) loss, net (excluding realized gain or loss related to digital assets and fund investments in Corporate and Other) 141,229 (16,050) (7,211) 15,134 130,224 (52,611) 11,319 (151,773) Unrealized carried interest (allocation) reversal, net of associated compensation (expense) reversal 18,240 (70,541) (1,228) (58,775) 13,078 (7,375) (27,953) (6,485) Compensation expense - equity-based 16,339 7,549 18,619 9,344 18,720 19,416 9,038 11,642 Depreciation and amortization 141,220 148,508 146,810 153,548 130,597 145,031 137,602 167,114 Straight-line rent revenue and expense (1,727) (7,063) (8,895) (2,956) (2,548) (1,986) (1,925) (2,309) Amortization of acquired above- and below-market lease values, net 26 100 80 (10) (248) (333) (172) (1,498) Impairment loss – – – 12,184 23,802 (40,732) (8,210) 242,903 Gain from sales of real estate – – – – – (197) (514) (2,969) Non-revenue enhancing capital expenditures (8,564) (14,774) (10,992) (13,377) (1,372) (1,097) (1,349) (764) Finance lease interest expense, debt prepayment penalties and amortization of deferred financing costs, debt premiums and discounts 15,523 5,572 5,627 5,238 98,465 36,685 7,651 10,196 Preferred share redemption (gain) loss – – – – – 2,127 2,865 – Income tax effect on certain of the foregoing adjustments – 55 – – (589) 8,195 1,663 (42,536) Adjustments attributable to noncontrolling interests in investment entities (118,563) (69,810) (136,338) (91,676) (132,237) (105,150) (83,074) (15,334) DE from discontinued operations 3,656 (4,772) 70,721 (16,940) (22,446) (20,954) (116,675) (68,915) After-tax DE ($3,365) ($18,393) $32,335 $603 ($5,064) ($11,636) ($4,886) ($11,794) ($ in thousands) 1Q23 4Q22 3Q22 2Q22 1Q22 4Q21 3Q21 2Q21 After-tax DE ($3,365) ($18,393) $32,335 $603 ($5,064) ($11,636) ($4,886) ($11,794) Interest expense included in DE 12,549 13,756 16,348 14,142 13,280 13,775 14,160 11,834 Income tax expense (benefit) included in DE 1,092 30,616 (7,839) (2,662) (6,849) 631 (12,638) (8,224) Preferred dividends 14,676 14,765 15,283 15,759 15,759 16,139 17,456 18,516 Principal Investment Income (Loss) (277) (1,860) (9,303) – (58) (157) (198) – Placement fee expense – – – – – 603 2,102 4,767 Realized carried interest (allocation) reversal, net of associated compensation (expense) reversal (243) (12,377) (20,258) – 1,172 (1,092) (7) (1,565) Investment costs and non-revenue enhancing capital expenditures in DE 1,194 1,252 2,531 3,086 2,023 2,463 1,402 1,620 Non pro-rata allocation of income (loss) to noncontrolling interests – – – – 231 231 231 223 Adjusted EBITDA $25,626 $27,759 $29,097 $30,928 $20,494 $20,957 $17,622 $15,377
32 NON-GAAP RECONCILIATIONS ($ in thousands) 1Q23 4Q22 3Q22 2Q22 1Q22 4Q21 3Q21 2Q21 IM net income (loss) ($2,804) $81,167 $46,065 $67,995 ($9,143) $28,194 $39,272 $15,786 Adjustments: Interest expense (income) 2,411 2,200 2,906 2,771 2,500 2,499 2,250 – Investment expense, net of reimbursement 51 156 230 (200) 138 (12) – – Depreciation and amortization 6,409 6,135 5,369 5,375 5,276 5,928 8,242 6,298 Compensation expense—equity-based 3,898 6,639 2,654 3,361 3,191 2,011 2,046 1,786 Compensation expense—carried interest and incentive (36,831) 92,738 80,831 49,069 (20,352) 25,921 31,736 8,266 Administrative expenses—straight-line rent 77 1,541 68 76 159 75 74 50 Administrative expenses—placement agent fee – – – – – 880 3,069 6,959 Transaction-related and restructuring charges 9,682 8,101 2,317 4,042 3,942 2,516 2,627 51 Incentive/performance fee income 53,887 (176,944) (121,698) (110,779) 31,119 (5,720) (1,313) (4,489) Principal investment income (loss) (318) (2,072) (1,016) (1,016) (17) (31,608) (59,196) (11,203) Other (gain) loss, net (3,082) (248) 110 424 3,055 (52) (461) (119) Income tax (benefit) expense 217 2,172 1,263 2,006 2,374 1,852 3,089 2,236 IM Adjusted EBITDA $33,597 $21,585 $19,099 $23,124 $22,242 $32,484 $31,435 $25,621 Exclude: Start-up FRE of certain new strategies 915 2,643 2,399 2,335 2,362 2,306 2,224 2,059 IM FRE $34,512 $24,228 $21,498 $25,459 $24,604 $34,790 $33,659 $27,680 Wafra’s 31.5% ownership – – – (4,700) (7,615) (11,033) (10,737) (8,210) DBRG OP share of IM FRE $34,512 $24,228 $21,498 $20,759 $16,989 $23,757 $22,922 $19,470 1Q23 4Q22 3Q22 2Q22 1Q22 4Q21 3Q21 2Q21 Operating net income (loss) from continuing operations ($97,942) ($76,990) ($93,772) ($85,428) ($74,141) ($83,909) ($71,822) ($10,850) Adjustments: Interest expense 59,984 45,222 40,770 37,233 36,184 35,144 29,839 29,272 Income tax (benefit) expense (56) 509 (5) 161 (330) (1,941) 1,922 (66,788) Depreciation and amortization 134,699 133,269 130,663 145,817 122,891 126,436 120,458 126,227 Straight-line rent expenses and amortization of above- and below- market lease intangibles (1,221) (1,749) (2,827) (236) (377) 370 482 (98) Compensation expense—equity-based 5,275 (95) 10,852 752 752 1,918 308 308 Installation services – – – – – 2,097 (4,058) 576 Transaction-related and restructuring charges 184 1,574 1,105 2,400 4,636 3,188 4,042 2,999 Other gain/loss, net (1,769) (3,188) 4,418 534 (956) 1,226 (285) 349 Operating Adjusted EBITDA $99,154 $98,552 $91,204 $101,233 $88,659 $84,529 $80,886 $81,995 Noncontrolling interests' share of Operating Adjusted EBITDA (87,206) (86,438) (76,032) (83,590) (73,162) (70,329) (67,250) (68,219) DBRG OP share of Operating Adjusted EBITDA $11,948 $12,114 $15,172 $17,643 $15,497 $14,200 $13,636 $13,776
33