UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): August 4, 2023
| (Exact Name of Registrant as Specified in Its Charter) | ||||||||
| (State or Other Jurisdiction of Incorporation or Organization) | (Commission File Number) | (I.R.S. Employer Identification No.) | ||||||||||||
(Address of Principal Executive Offices, Including Zip Code)
(561 ) 570-4644
Registrant’s telephone number, including area code:
N/A
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |||||
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |||||
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |||||
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) | |||||
| Securities registered pursuant to Section 12(b) of the Act: | ||||||||||||||
| Title of Class | Trading Symbol(s) | Name of Each Exchange on Which Registered | ||||||||||||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). | |||||||||||
Emerging growth company | |||||||||||
| If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. | ☐ | ||||||||||
Item 2.02 Results of Operations and Financial Condition.
On August 4, 2023, DigitalBridge Group, Inc. (the “Company”) issued an earnings release and detailed presentation announcing its financial position as of June 30, 2023 and its financial results for the quarter ended June 30, 2023. A copy of the earnings release is attached as Exhibit 99.1 to this Current Report on Form 8-K.
On August 4, 2023, the Company made available a Supplemental Financial Disclosure Presentation for the quarter ended June 30, 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.
The information included in this Current Report on Form 8-K (including Exhibits 99.1 and 99.2 hereto) shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any filing made by the Company under the Exchange Act or the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such a filing.
Use of Website to Distribute Material Company Information
The Company’s website address is www.digitalbridge.com. The Company uses its website as a channel of distribution for important company information. Important information, including press releases, analyst presentations and financial information regarding the Company, is routinely posted on and accessible on the Shareholders subpage of its website, which is accessible by clicking on the tab labeled “Shareholders” on the website home page. The Company also uses its website to expedite public access to time-critical information regarding the Company in advance of or in lieu of distributing a press release or a filing with the U.S. Securities and Exchange Commission disclosing the same information. Therefore, investors should look to the Shareholders subpage of the Company’s website for important and time-critical information. Visitors to the Company’s website can also register to receive automatic e-mail and other notifications alerting them when new information is made available on the Shareholders subpage of the website.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits. The following exhibits are being furnished herewith to this Current Report on Form 8-K.
| Exhibit No. | Description | |||||||
| Earnings Release dated August 4, 2023 | ||||||||
| Supplemental Financial Disclosure Presentation for the quarter ended June 30, 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.
Date: | August 4, 2023 | DIGITALBRIDGE GROUP, INC. | |||||||||
| By: | /s/ Jacky Wu | ||||||||||
| Jacky Wu | |||||||||||
| Executive Vice President, Chief Financial Officer and Treasurer | |||||||||||
1 EARNINGS PRESENTATION 2Q 2023 August 4, 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; the anticipated impact of artificial intelligence developments on our business; 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 and Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2023, each under the heading “Risk Factors,” as such factors may be updated from time to time in the Company’s subsequent periodic filings with the U.S. Securities and Exchange Commission (“SEC”). All forward-looking statements reflect the Company’s good faith beliefs, assumptions and expectations, but they are not guarantees of future performance. Additional information about these and other factors can be found in the Company’s reports filed from time to time with the SEC. The Company cautions investors not to unduly rely on any forward-looking statements. The forward-looking statements speak only as of the date of this presentation. The Company is under no duty to update any of these forward-looking statements after the date of this presentation, nor to conform prior statements to actual results or revised expectations, and the Company does not intend to do so. This presentation is for informational purposes only and does not constitute an offer to sell or a solicitation of an offer to buy any securities of the Company 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 certain of 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 DBRG REPORTS SECOND QUARTER 2023 RESULTS Boca Raton, August 4th, 2023 - DigitalBridge Group, Inc. (NYSE: DBRG) and subsidiaries (collectively, “DigitalBridge,” or the “Company”) today announced financial results for the second quarter ended June 30, 2023. The Company reported second quarter 2023 total revenues of $425 million, GAAP net loss attributable to common stockholders of $(22) million, or $(0.14) per share, and Distributable Earnings of $10 million, or $0.06 per share. Common and Preferred Dividends On August 1, 2023, the Company’s Board of Directors declared a cash dividend of $0.01 per common share to be paid on October 16, 2023 to shareholders of record at the close of business on September 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 October 16, 2023 to the respective stockholders of record on October 10, 2023. Second Quarter 2023 Conference Call The Company will conduct an earnings conference call and presentation to discuss the Second Quarter 2023 financial results on Friday, August 4, 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 August 4, 2023, at 3:00 p.m. ET. To access the replay, dial (844) 512-2921 (U.S.), and use passcode 13739028. International callers should dial (412) 317-6671 and enter the same conference ID number. We continued to advance our strategic position as a leading global digital infrastructure asset manager during the second quarter with strong capital formation and progress on the deconsolidation of our operating segment. That progress keeps us on track to achieve our key strategic priorities for 2023. At the portfolio level, we continued to invest and support the growing demand for compute and connectivity driven by increasingly powerful AI and cloud thematics. Marc Ganzi Chief Executive Officer “ ”
5 DIGITALBRIDGE SECOND QUARTER 2023 GAAP RESULTS Three Months Ended June 30, 2023 2022 Revenues Fee income $ 65,742 $ 44,318 Carried interest allocation (reversal) 79,254 110,779 Principal investment income (loss) 30,409 16,444 Property operating income 234,753 234,251 Other income 14,775 10,840 Total revenues 424,933 416,632 Expenses Property operating expense 98,231 97,290 Interest expense 56,022 46,388 Investment expense 5,253 7,187 Transaction-related costs 1,113 2,756 Placement fees 3,653 — Depreciation and amortization 149,562 155,352 Compensation expense Compensation expense - cash and equity-based 82,992 52,792 Compensation expense (reversal) - carried interest and incentive fee 36,076 49,069 Administrative expenses 25,763 26,353 Total expenses 458,665 437,187 Other income (loss) Other gain (loss), net (11,537) (46,256) Income (loss) before income taxes (45,269) (66,811) Income tax benefit (expense) (3,269) 2,518 Income (loss) from continuing operations (48,538) (64,293) Income (loss) from discontinued operations (3,978) (3,788) Net income (loss) (52,516) (68,081) Net income (loss) attributable to noncontrolling interests: Redeemable noncontrolling interests (2,441) (14,327) Investment entities (39,667) (29,102) Operating Company (1,745) (3,090) Net income (loss) attributable to DigitalBridge Group, Inc. (8,663) (21,562) Preferred stock redemption (927) — Preferred stock dividends 14,675 15,759 Net income (loss) attributable to common stockholders $ (22,411) $ (37,321) Income (loss) per share—basic Income (loss) from continuing operations per share—basic $ (0.12) $ (0.22) Net income (loss) attributable to common stockholders per share—basic $ (0.14) $ (0.24) Income (loss) per share—diluted Income (loss) from continuing operations per share—diluted $ (0.12) $ (0.22) Net income (loss) attributable to common stockholders per share—diluted $ (0.14) $ (0.24) Weighted average number of shares Basic 158,089 153,983 Diluted 158,089 153,983 CONSOLIDATED STATEMENT OF OPERATIONS (In thousands, except per share data, unaudited)
6 AGENDA BUSINESS UPDATES E C T IO N 1 FINANCIAL RESULTSS E C T IO N 2 S E C T IO N 3 EXECUTING THE DIGITAL PLAYBOOK
7 1 BUSINESS UPDATE
8 PROGRESS ON OUR 2023 PRIORITIES: THE 3 THINGS THAT MATTER In 2Q23, DigitalBridge made significant progress towards achieving its key 2023 priorities, including strong capital formation, operating segment deconsolidation, and support for the continued growth of its portfolio companies. ▪ Strong Growth: 2Q23 IM Fee Revenue increased 47% YoY and FRE increased 35%, driven by higher FEEUM from credit, core, and co-invest strategies and a full quarter contribution from the InfraBridge acquisition. ▪ New Capital Formation: DigitalBridge raised $2.7B(1) since last quarter, driven by initial commitments to the latest DBP Series and successful co-invest syndications. LP interest in digital infrastructure remains robust. ▪ Guidance On Track: DBRG remains on track to meet its fundraising targets for the year. FUNDRAISE ▪ Deconsolidation: DBRG expects to receive commitments sufficient to deconsolidate DataBank by the end of August 2023 which will generate at least $45M(2) of incremental proceeds to balance sheet. Vantage SDC remains on track for successful deconsolidation during 2023. ▪ Additional Alt Manager Reporting – additional disclosures and reporting framework consistent with Alt Manager peers (investment management segment detail) SIMPLIFY ▪ Portfolio Wide Growth: Portfolio company MRR continued to grow across all verticals in the DBRG ecosystem ▪ Capex Deployment: Over $4B deployed YTD at attractive development yields across our PortCos ▪ Data Centers: Early innings in Generative AI demand, with initial uplift seen in strong YoY pipeline growth DRIVE PORTCO PERFORMANCE 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) Inclusive of all capital committed to DigitalBridge managed investment vehicles as of July 31, 2023 (2) Assumes DBRG pro-rata participation.
9 $1.2 $0.9 $0.6 NEW CAPITAL FORMATION DigitalBridge has raised $3.4B in new fee-earning equity YTD(1), up $2.7B since last quarter, driven principally by initial commitments to the latest DBP Series (which will begin generating fees following an initial close later in 2023) and new co-invest capital. DBRG remains on track to meet its FY 2023 fundraising targets. (1) Inclusive of all capital committed to DigitalBridge managed investment vehicles YTD, measured as of July 31, 2023. 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. YTD 2023(1) 2023 FY Target 1Q23 $2.9 2H23 $0.7 R A N G E$8.0 midpoint $0.7 $3.4 $9.5 $6.5 ($ in Billions) DBP Series Co-Invest Core, Credit, Liquid $2.7
10 $11.0 $11.2 $11.3 $4.7 $7.0 $8.0 $5.1 $5.1 $2.4 $2.2 $2.3 $0.9 $2.2 $2.4 $19.0 $27.7 $29.1 2Q22 1Q23 2Q23 ASSETS & FEE EARNING EQUITY UNDER MANAGEMENT Fee-Earning Equity Under Management (FEEUM) increased $10.1B, or 53% YoY, to $29.1B powered by organic capital formation and contribution from the InfraBridge acquisition. DBP Series Co-Invest Permanent Capital Vehicles Core, Liquid, Credit Note: Past performance is not indicative of future results or indicative of how other DigitalBridge investments will perform. Please see slide 2 for additional information. AUM(1)FEEUM InfraBridge +53% YoY Growth +51% YoY GrowthFEEUM growth is Key Revenue and Earnings Driver (1) See definition of AUM on page 3 of this presentation. DBRG Balance Sheet ($ in Billions) ($ in Billions) $16.7 $19.4 $20.0 $20.2 $29.1 $30.2 $7.4 $7.7 $8.0 $8.4 $8.9 $1.0 $3.0 $3.3 $2.6 $1.7 $1.8 $47.9 $69.3 $72.2 2Q22 1Q23 2Q23
11 DECONSOLIDATION UPDATE – DATABANK RECAP DBRG expects to finalize commitments to the DataBank recapitalization sufficient to deconsolidate DataBank from DBRG’s financial statements by the end of August 2023, and complete a final close on the recap by the end of 3Q23. VANTAGE SDC DECONSOLIDATIONDATABANK DECONSOLIDATION 10% Threshold Total Implied Value Proceeds To Date From Recap Expected Incremental Q3 Proceeds Remaining Implied Value <10% Ownership (expected) • Upon the closing of at least $208 million of recap commitments that are expected by the end of August 2023, DBRG ownership will decrease to less than 10% and DBRG will receive pro rata proceeds of approximately $45 million.(1) • Recapitalization expected to close during 3Q23; following such close, DBRG financial statements will not consolidate DataBank financials beginning in 4Q23. • DBRG’s remaining ownership stake will be held under Investments on the balance sheet; future adjustments to the asset’s fair market value will flow through Principal Investment Income.(2) DigitalBridge remains committed to successfully deconsolidating Vantage SDC by the end of 2023. Stay tuned… $905M <$435M (1) Assumes DBRG pro-rata participation. (2) Following deconsolidation, DBRG’s equity stake in DataBank will be held under Investments on the balance sheet and for accounting purposes be treated similarly to other GP stakes DBRG holds in its commingled funds. 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. ($425M) (~$45M)
12 PORTFOLIO PERFORMANCE Powerful secular tailwinds, driving demand for compute and connectivity, continue to underpin positive performance across our diversified global portfolio. Ultimately portfolio performance drives returns. (1) The Company defines Monthly Recurring Revenue “MRR”, as revenue from ongoing services that is generally fixed in price and contracted for longer than 30 days. (2) Excludes companies acquired during or after 2Q23 or for which comparable data was not yet available. 2Q232Q22 TOWER PORTFOLIO SMALL CELLS/EDGE FIBER PORTFOLIO DATA CENTER PORTFOLIO 21.8% 15.4%21.4% Monthly Recurring Revenue ($)(1)(2) 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. 0.6% DigitalBridge has continued to support the growing demand for compute and connectivity, with over $4B in PortCo Capex funded so far in 2023. >$4B YTD Supporting Portfolio Growth
13 2 FINANCIAL RESULTS
14 $47.9B $72.2B 2Q22 2Q23 $180.9M $275.3M 2Q22 2Q23 $19.0B $29.1B 2Q22 2Q23 $0.6M $10.0M 2Q22 2Q23 $25.5M $34.4M 2Q22 2Q23 $45.1M $66.5M 2Q22 2Q23 DIGITALBRIDGE’S SECOND QUARTER 2023 HIGHLIGHTS – KEY METRICS Fee Income – IM Segment Fee Related Earnings – IM Segment Distributable Earnings - Corporate FEEUM AUM Run Rate Fee Revenue(1) 47% 35% 15.6x 53% 51% 52% (1) Based on 6/30/22 and 6/30/23 FEEUM respectively, multiplied by the weighted average annual fee rate % and inclusive of capital raised for new products that have yet to begin charging fees and recurring business service fees.
15 SECOND QUARTER 2023 HIGHLIGHTS & KPIs Financial Highlights At share, DBRG shareholder metrics for the quarter ended June 30, 2023; ▪ Fee Income in the investment management segment was $66.5 million, up 47% year-over-year. ▪ Fee Related Earnings in the investment management segment (“IM FRE”) was $34.4 million, up 35% year-over-year. ▪ Distributable Earnings (“DE”) attributable to DBRG shareholders was $10.0 million, benefitting from growth in the investment management platform which has continued its positive trend. Capital Metrics ▪ Assets Under Management (“AUM”) of $72.2 billion, up 51% year-over-year. ▪ Fee Earning Equity Under Management (“FEEUM”) of $29.1 billion, up 53% year-over-year. ▪ New Capital Raised YTD(1) of $3.4 billion, driven principally by initial commitments to the latest DBP Series. ▪ Run-Rate Fee Revenue representing committed FEEUM at quarter end, multiplied by weighted average fee rate is $275 million(2). Corporate ▪ Liquidity as of June 30, 2023 is $505 million, including full availability on the Company’s $300 million VFN. ▪ Debt Reduction $200 million payoff of 2023 convertible notes, resulting in a 14% reduction in at-share debt. ▪ Capital Allocation during the quarter was approximately $223 million, including the payoff of the Company’s $200 million 2023 convertible notes and GP commitments alongside existing investment funds. ▪ Regular Dividend of $0.01 per share of common stock was declared for the quarter. (1) The reported Capital Raised YTD, is inclusive of all capital committed to DigitalBridge managed investment vehicles YTD, measured as of August 3, 2022 and July 31, 2023, respectively. (2) Based on 6/30/23 FEEUM respectively, multiplied by the weighted average annual fee rate % and inclusive of capital raised for new products that have yet to begin charging fees and recurring business service fees.
16 TOTAL COMPANY 2Q22 2Q23 % Change YOY 2Q22 LTM 2Q23 LTM % Change YOY Fee Income $44.3 $65.7 +48% $193.4 $210.4 +9% Carried Interest (realized and unrealized) 110.8 79.3 (28%) 168.0 323.1 +92% Principal Investment Income 16.4 30.4 +85% 88.6 7.4 (92%) Property Operating Income 234.3 234.8 +0% 821.5 956.4 +16% Interest & Other Income 10.8 14.8 +36% 40.0 47.5 +19% Consolidated Revenues $416.6 $424.9 +2% $1,311.5 $1,544.9 +18% DBRG Pro Rata Share of Revenues $133.4 $176.8 +32% $426.1 $581.2 +36% Adjusted EBITDA $30.9 $42.9 +39% $90.0 $125.4 +39% Distributable Earnings ("DE") $0.6 $10.0 +1561% ($21.0) $20.6 N/M Distributable Earnings / Share $0.00 $0.06 ($0.14) $0.11 N/M Fee Income was up significantly, 48%, YoY. At-share total revenue and Adjusted EBITDA were both up >30% over the prior year and DigitalBridge generated $10 million in Distributable Earnings during the quarter. CONSOLIDATED RESULTS (NON-GAAP) Note: All $ in millions
17 INVESTMENT MANAGEMENT ("IM") 2Q22 2Q23 % Change YOY 2Q22 LTM 2Q23 LTM % Change YOY Fee Income, excluding incentive fees $45.1 $66.5 +47% $191.3 $213.0 +11% Other Income 0.5 1.1 1.5 2.5 G&A (20.2) (33.1) (74.3) (100.8) Fee Related Earnings ("FRE") $25.5 $34.4 +35% $118.5 $114.6 (3%) Minority Holder Allocation of Adjusted EBITDA (4.7) – (34.1) – Fee Related Earnings ("FRE") at share $20.8 $34.4 +66% $84.4 $114.6 +36% FRE Margin (consolidated) 56.4% 51.8% (4.7%) 61.5% 53.2% (8.3%) Distributable Earnings Adjustments Realized Net Carried Interest (Loss) – (0.9) (0.0) 32.0 Realized Net Investment Income (Loss) – – – – Other IM Expenses & Taxes (6.5) (9.1) (30.9) (25.6) IM Segment Distributable Earnings ("DE") $14.3 $24.4 +71% $53.5 $121.1 +126% (1) During 2Q23, Fee Income increased 47% with additional FEEUM from new strategies and InfraBridge contributing to revenue growth. FRE at-share and segment-level distributable earnings were both up substantially YoY. FRE Margin was impacted by lower contribution margins at InfraBridge and expenses re-allocated from Start-Up G&A. INVESTMENT MANAGEMENT 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. (1)
18 Carried Interest Detail 2Q22 2Q23 % Change YoY Unrealized Carried Interest – Income $110.8 $79.3 Realized Carried Interest – Income – – Carried Interest – Income (as reported on GAAP Income Statement) $110.8 $79.3 (28%) Unrealized Carried Interest – Compensation Expense ($49.1) ($36.1) Realized Carried Interest – Compensation Expense – – Carried Interest – Compensation Expense ($49.1) ($36.1) (26%) Net Carried Interest (Unrealized and Realized)(1) $61.7 $43.2 (30%) INVESTMENT MANAGEMENT SEGMENT DETAIL (NON-GAAP) Other IM Expenses Detail 2Q22 2Q23 % Change YoY Startup Costs / New Product G&A ($2.3) ($1.2) Placement Fees $0.0 ($3.6) Other, at-share $0.2 $0.4 Allocated Securitization Interest ($2.4) ($2.3) Income Tax Benefit (expense) ($2.0) ($2.4) Total Other IM Expenses, net ($6.5) ($9.1) +40% New additional disclosure designed to simplify analysis of realized vs. unrealized carried interest allocations and associated expenses. Other IM Expense Detail captures expenses which impact segment-level DE. (1) Net Carried Interest includes investment team compensation expense but excludes non-controlling interest share of carried interest attributable to pre-acquisition legacy ownership and Wafra.
19 OPERATING 2Q22 2Q23 % Change YOY 2Q22 LTM 2Q23 LTM % Change YOY Revenues $40.3 $27.6 (32%) $141.7 $118.0 (17%) Expenses (22.6) (15.3) (80.7) (66.4) Adjusted EBITDA $17.7 $12.3 (30%) $61.0 $51.5 (16%) Interest & Other Expenses (7.1) (6.2) (25.9) (25.4) Maintenance Capex (2.6) (0.9) (6.4) (5.7) AFFO / Distributable Earnings "DE" $8.0 $5.2 (36%) $28.7 $20.5 (29%) EBITDA Margin 43.8% 44.6% +0.8% 43.1% 43.7% +0.6% 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, since 2Q22, progress on the DataBank recap lowered DBRG ownership from 22% to 11%. Excluding the impact of the ownership reduction and certain 1x items, consolidated revenue was up 6.0% and Adj. EBITDA was 7.2%. YoY reduction due to sale of ownership interests in DataBank; excluding sale EBITDA was up 7.2%.
20 $275M Run Rate Fee Revenue 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 6/30/23 FEEUM multiplied by the weighted average annual fee rate % and inclusive of capital raised for new products that have yet to begin charging fees and recurring business service 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 (1) $85M $94M $106M $120M $148M $182M $181M $237M $266M $48M $53M $60M $73M $83M $100M $97M $138M $138M 2Q21 3Q21 4Q21 1Q22 2Q22 3Q22 4Q22 1Q23 2Q23
21 BALANCE SHEET PROFILE Assets GP Investment in DBP Series $294 GP Investments in Other DBRG Offerings (Credit, Core, Infrabridge, Liquid, Ventures) 324 GP Investment Total $618 Operating Net Carrying Value(1) 490 Corporate Cash 205 Key Corporate Assets $1,313 Current Liquidity (Corporate Cash + VFN Availability) $505 Capitalization Primary assets are GP stakes, Operating Segment Net Equity Value and Corporate Cash. DigitalBridge continues to maintain strong liquidity levels. All figures as of 6/30/23, unless otherwise noted, $ in millions (1) Represents DBRG Share of investment cost basis & additional capital expenditures, less unpaid principal balance; does not reflect current market value of investments Investment Level Debt $630 $5,149 3.7% Corporate Debt Exchangeable Notes ($78M ‘25) $78 $78 5.8% Securitized Notes $300 $300 3.9% Revolver (VFN; $300M Available) - - n/a Total Corporate Debt $378 $378 4.3% Preferred Stock $822 7.1% Blended Avg. CostConsolidated DBRG Pro Rata DigitalBridge consolidates financial statements of Operating Segment portfolio companies’ ’Investment Level Debt’ despite minority ownership position; Pro Rata column details DBRG-relevant share of debt, consolidated figures provided for ease of comparison to financial statements To Be Deconsolidated w/Operating Segment
22 3 EXECUTING THE DIGITAL PLAYBOOK EARLY IMPACTS OF GENERATIVE AI
23 GENERATIVE AI: ITS FUNDAMENTALLY DIFFERENT Generative AI infuses new layers of creativity into Traditional ‘analysis-centric’ AI, unlocking new capabilities Why it matters to DBRG?…Enterprise Software Platforms are being Rearchitected to Incorporate Generative AI Creativity Enhancements = More Compute CREATION Scan large datasets to identify potential drug candidates TRADITIONAL AI GENERATIVE AI Design entirely new molecules to treat diseases AI Generated Short Film Domain-specific LLMs for intuitive Q&A/Search Netflix Recommendation Engine Enhance Credit Risk Evaluation The Frost Pharma Media Financial Services
24 “ DigitalBridge Data Center Portfolio CEO This could be as big or bigger than the cloud “ GENERATIVE AI ADOPTION IS THE FASTEST ON RECORD ChatGPT represented ‘iPhone Moment’ for generative AI Sources: IBM Global AI Adoption Index 2022, IDC Worldwide Artificial Intelligence Spending Guide ~$300B(1) Cloud Services Market ~$300B+ We are in the early innnings AICLOUD AI IS A CLOUD-SCALE OPPORTUNITY Uber Telegram Spotify Pinterest Instagram Tiktok ChatGPT 2 months TIME IT TOOK TO REACH 100 MILLION MONTHLY USERS WORLD WIDE
25 1,250 1,000 750 500 250 0 2016 2018 2020 2022 2024 TOASTER NVDA P100 NVDA V100 NVDA A100 NVDA H100 INTC PONTE VECCHIO C H IP P O W E R [ W ] 1000B 100B 10B 1B 0.1B 0.01B 2018 2019 2020 2021 2022 2023 ELMo (94M) BERT-Large (340M) GPT-2 (1.5B) T5 (11B) Megatron-LM (8.3B) Turing-NLG (17.2B) GPT-3 (175B) Jurassicc-1 (178B) Megatron-Turing (530B) PaLM (540B) 20402038203620342032203020282026 0 500 1,000 1,500 8% CAGR1 25% CAGR2 T E R A W H A T T - H O U R S Power consumption (W) per chip(1) Model Size, in Billions of Parameters(2) Data Center Power Consumption (TWh) DATA CENTERS WILL NEED FAR MORE POWER CHIP POWER IS EXPLODING, … LARGE MODELS ARE GROWING EXPONENTIALLY,… By 2040, ~80% of all data center power is expected to be consumed by AI(2) GENERATIVE AI WORKLOADS ARE POWER HUNGRY Sources: (1) INTC, NVIDA, (2) AvidThink
26 CLOUD-TRAINED: GEN AI IS POWER HUNGRY Gen AI model training is compute-bound…more compute resources are tied to a better product. Access to digital infra in size, at the lowest total cost, is a key success factor. LOWER PRICE PER KW Access to Low-Cost Power is Priority LOWER COST HIGHER COST HIGHER LATENCY LOWER LATENCY ~50MW per facility ~200MW per facility HIGHER MW per facility(1) The Ability to Access and Invest in Significant MW Capacity Becomes Increasingly Relevant CLOUD - TRAINED AI models HIGHER POWER DENSITY per rack 10KW per rack 40.8 kW per rack2 10KW per rack 10KW per rack 10KW per rack 10KW per rack Power Density and Efficiency Become Increasingly Relevant Sources: (1) DigitalBridge estimates, (2) NVIDA,
27 EDGE DELIVERED: INTELLIGENCE LIVES ACROSS THE NETWORK AI Inference, the process of actually using a cloud-trained AI model, happens at the edge. Here, trained AI models and the data to support the AI inference process must be deployed close to enterprises and consumers in a cost-efficient, latency - sensitive manner. Expect this to be more relevant in the next 2-3 years as applications leveraging GenAI proliferate. HYPERSCALE Data Centers EDGE DATA CENTERS MOBILE TOWERS SMALL CELLS FIBER Ecosystem
28 CLOUD TRAINED/EDGE DELIVERED: DBRG PORTFOLIO IS WELL POSITIONED TO MEET GROWING DEMAND FOR AI WORKLOADS With one of the ‘newest fleets’ in the business, DigitalBridge’s global data center portfolio operates from the core to the edge of the network, serving well-defined workload profiles across an increasingly hybrid compute landscape. Public CLOUD Hyperscale Private CLOUD Enterprise Interconnection Edge H yb ri d C o m p u te Global Hyperscale Enterprise Applications Content Distribution Data Center CLOUD - TRAINED Data Center EDGE - DELIVERED
29 DIGITALBRIDGE IS AT THE INTERSECTION OF AI SUPPLY AND DEMAND We are in the very early innings of the Generative AI-driven demand cycle, but already see tangible evidence manifesting in our data center pipelines and in conversations with our largest institutional investors. REPORTS FROM THE FIELD “ “ DigitalBridge Portfolio, CEO • Global LPs just getting up to speed on implications of GenAI for digital infra • DBRG thought leadership in sector driving engagement Investor Allocations to Digital Infra • DBRG data center pipelines up 84% over prior year • Industry-wide leasing of >2GW over the last 90 days in the US (10GW market)(1) Data Center Lease-Up Image generated by AI SUPPLY DEMAND We see an emerging class of new ‘model-as-a-service’ and HPC hosting providers driving demand for data center space with high density requirements similar to hyperscale cloud. . Q: Who is the easiest to work with on leasing new capacity? A: The DigitalBridge companies…Vantage, DataBank, Switch. “ “ ““ We are seeing unprecedented demand for data center capacity from technology companies looking to deploy LLMs. “ “ DigitalBridge Portfolio, CEO DigitalBridge Portfolio, CEO DBRG investor diligence call with Specialty AI Cloud Provider (GPUaaS) We believe we are at an inflection point for data center capacity requirements, as years of planning with our customers on their AI needs are becoming a reality. Those needs could be significant; just a few years ago, a 24MW requirement from a customer for capacity was considered a large opportunity; with AI, we are seeing requirements for 10x that capacity. (1) TD Cowen Report: A Tsunami Of AI Demand Hits The Data Center Market; Expect 2023 To Set Record For Leasing
30 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 • $8B IN NEW CAPITAL • STRONG MOMENTUM AT DBP SERIES SIMPLIFY • DECONSOLIDATE DATABANK • VANTAGE SDC IS ‘UP NEXT’ PORTCO PERFORMANCE • CONTINUING TO DELIVER SOLID GROWTH ACROSS THE PORTFOLIO • EARLY STAGES OF AI-LED DEMAND WILL REQUIRE MORE BUILDING AND CAPITAL Note: There can be no assurance that actual amounts will not be materially higher or lower than these expectations. Readers should refer to the discussion in the Cautionary Statement Regarding Forward-Looking Statements section at the beginning of this presentation. ON TRACK
31 4 Q&A SESSION
32 5 APPENDIX
33 NON-GAAP RECONCILIATIONS ($ in thousands) 2Q23 1Q23 4Q22 3Q22 2Q22 1Q22 4Q21 3Q21 Net income (loss) attributable to common stockholders $ (22,411) $ (212,473) $ (19,356) $ (63,273) $ (37,321) $ (262,316) $ (20,686) $ 41,036 Net income (loss) attributable to noncontrolling common interests in Operating Company (1,745) (16,662) (1,583) (4,834) (3,090) (22,862) (1,946) 4,311 Net income ( loss ) at t r ibu table to common in teres ts in Operat ing Company and common s tockholders (24,156) (229,135) (20,939) (68,107) (40,411) (285,178) (22,632) 45,347 Adjus tments for Dis t ribu table Earn ings (DE) : Transaction-related and restructuring charges 7,823 18,391 23,772 23,249 29,300 24,668 29,977 19,501 Other (gain) loss, net (excluding realized gain or loss related to digital assets and fund investments in Corporate and Other) (15,990) 141,229 (16,050) (7,211) 15,134 130,224 (52,611) 11,319 Unrealized carried interest allocation, net of associated compensation expense (43,791) 18,240 (70,541) (1,228) (58,775) 13,078 (7,375) (27,953) Compensation expense - equity-based 25,937 16,339 7,549 18,619 9,344 18,720 19,416 9,038 Depreciation and amortization 149,263 141,220 148,508 146,810 153,548 130,597 145,031 137,602 Straight-line rent revenue and expense (1,860) (1,727) (7,063) (8,895) (2,956) (2,548) (1,986) (1,925) Amortization of acquired above- and below-market lease values, net 370 26 100 80 (10) (248) (333) (172) Impairment loss — — — — 12,184 23,802 (40,732) (8,210) Gain from sales of real estate — — — — — — (197) (514) Non-revenue enhancing capital expenditures (8,284) (8,564) (14,774) (10,992) (13,377) (1,372) (1,097) (1,349) Finance lease interest expense, debt prepayment penalties and amortization of deferred financing costs, debt premiums and discounts 7,578 15,523 5,572 5,627 5,238 98,465 36,685 7,651 Preferred share redemption (gain) loss (927) — — — — — 2,127 2,865 Income tax effect on certain of the foregoing adjustments — — 55 — — (589) 8,195 1,663 Adjustments attributable to noncontrolling interests in investment entities (88,604) (118,563) (69,810) (136,338) (91,676) (132,237) (105,150) (83,074) DE from discontinued operations 2,653 3,656 (4,772) 70,721 (16,940) (22,446) (20,954) (116,675) Af ter-tax DE $ 10,012 $ (3,365) $ (18,393) $ 32,335 $ 603 $ (5,064) $ (11,636) $ (4,886) W.A. Common Shares and OP Units 173,678 173,127 173,182 176,827 168,643 157,248 146,276 136,669 DE per bas ic share $ 0.06 $ (0.02) $ (0.11) $ 0.18 $ — $ (0.03) $ (0.08) $ (0.04) ($ in thousands) 2Q23 1Q23 4Q22 3Q22 2Q22 1Q22 4Q21 3Q21 Af ter-tax DE $ 10,012 $ (3,365) $ (18,393) $ 32,335 $ 603 $ (5,064) $ (11,636) $ (4,886) Interest expense included in DE 10,130 12,549 13,756 16,348 14,142 13,280 13,775 14,160 Income tax expense (benefit) included in DE 2,825 1,092 30,616 (7,839) (2,662) (6,849) 631 (12,638) Preferred dividends 14,675 14,676 14,765 15,283 15,759 15,759 16,139 17,456 Principal Investment Income (Loss) — (277) (1,860) (9,303) — (58) (157) (198) Placement fee expense 3,653 — — — — — 603 2,102 Realized carried interest allocation, net of associated compensation expense 883 (243) (12,377) (20,258) — 1,172 (1,092) (7) Investment costs and non-revenue enhancing capital expenditures in DE 706 1,194 1,252 2,531 3,086 2,023 2,463 1,402 Non pro-rata allocation of income (loss) to noncontrolling interests — — — — — 231 231 231 Adjus ted EBITDA $ 42,884 $ 25,626 $ 27,759 $ 29,097 $ 30,928 $ 20,494 $ 20,957 $ 17,622
34 NON-GAAP RECONCILIATIONS ($ in thousands) 2Q23 1Q23 4Q22 3Q22 2Q22 1Q22 4Q21 3Q21 IM net income ( loss ) $ 35,177 $ (2,804) $ 81,167 $ 46,065 $ 67,995 $ (9,143) $ 28,194 $ 39,272 Adjustments: Interest expense (income) 2,268 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 11,039 6,409 6,135 5,369 5,375 5,276 5,928 8,242 Compensation expense—equity-based 17,099 3,898 6,639 2,654 3,361 3,191 2,011 2,046 Compensation expense—carried interest and incentive 36,076 (36,831) 92,738 80,831 49,069 (20,352) 25,921 31,736 Administrative expenses—straight-line rent (39) 77 1,541 68 76 159 75 74 Administrative expenses—placement agent fee 3,653 — — — — — 880 3,069 Transaction-related and restructuring charges 3,025 9,682 8,101 2,317 4,042 3,942 2,516 2,627 Incentive/performance fee income (79,425) 53,887 (176,944) (121,698) (110,779) 31,119 (5,720) (1,313) Principal investment income (loss) (1,604) (318) (2,072) (1,016) (1,016) (17) (31,608) (59,196) Other (gain) loss, net 3,608 (3,082) (248) 110 424 3,055 (52) (461) Income tax (benefit) expense 2,356 217 2,172 1,263 2,006 2,374 1,852 3,089 IM Adjus ted EBITDA $ 33,233 $ 33,597 $ 21,585 $ 19,099 $ 23,124 $ 22,242 $ 32,484 $ 31,435 Exclude: Start-up FRE of certain new strategies 1,165 915 2,643 2,399 2,335 2,362 2,306 2,224 IM FRE $ 34,398 $ 34,512 $ 24,228 $ 21,498 $ 25,459 $ 24,604 $ 34,790 $ 33,659 Wafra’s 31.5% ownership — — — — (4,700) (7,615) (11,033) (10,737) DBRG OP share of IM FRE $ 34,398 $ 34,512 $ 24,228 $ 21,498 $ 20,759 $ 16,989 $ 23,757 $ 22,922 2Q23 1Q23 4Q22 3Q22 2Q22 1Q22 4Q21 3Q21 Operat ing net income ( loss ) f rom cont inu ing operat ions (93,055) (97,942) (76,990) (93,772) (85,428) (74,141) (83,909) (71,822) Adjustments: Interest expense 51,285 59,984 45,222 40,770 37,233 36,184 35,144 29,839 Income tax (benefit) expense 499 (56) 509 (5) 161 (330) (1,941) 1,922 Depreciation and amortization 138,209 134,699 133,269 130,663 145,817 122,891 126,436 120,458 Straight-line rent expenses and amortization of above- and below-market lease intangibles (678) (1,221) (1,749) (2,827) (236) (377) 370 482 Compensation expense—equity-based 4,926 5,275 (95) 10,852 752 752 1,918 308 Installation services — — — — — — 2,097 (4,058) Transaction-related and restructuring charges 1,328 184 1,574 1,105 2,400 4,636 3,188 4,042 Other gain/loss, net (344) (1,769) (3,188) 4,418 534 (956) 1,226 (285) Operat ing Adjus ted EBITDA $ 102,170 $ 99,154 $ 98,552 $ 91,204 $ 101,233 $ 88,659 $ 84,529 $ 80,886
35 BALANCE SHEET ($ in thousands, except per share data) (unaudited) As of June 30, 2023 Consol idated Assets Cash and cash equivalents $ 426,883 Restricted cash 154,687 Investments 1,288,877 Real estate 6,178,467 Goodwill 923,112 Deferred leasing costs and intangible assets 1,052,822 Other assets 607,554 Due from affiliates 71,149 Assets held for disposition 53,514 Total assets $ 10,757,065 Liabi l i t ies Corporate debt $ 370,461 Non-recourse investment-level debt 5,025,845 Intangible liabilities 28,447 Other liabilities 1,158,427 Liabilities related to assets held for disposition 12,954 Total l iabi l i t ies 6,596,134 Commitments and contingencies Redeemable noncontrol l ing in teres ts 31,920 Equ ity Stockholders’ equity: Preferred stock, $0.01 par value per share; $827,711 liquidation preference; 250,000 shares authorized; 32,876 shares issued and outstanding 794,670 Common stock, $0.01 par value per share Class A, 237,250 shares authorized; 162,475 shares issued and outstanding 1,624 Class B, 250 shares authorized; 166 shares issued and outstanding 2 Additional paid-in capital 7,846,440 Accumulated deficit (7,201,651) Accumulated other comprehensive income (loss) 1,122 Total stockholders’ equity 1,442,207 Noncontrolling interests in investment entities 2,639,606 Noncontrolling interests in Operating Company 47,198 Total equity 4,129,011 Total l iabi l i t ies , redeemable noncontrol l ing in teres ts and equ ity $ 10,757,065
36
| Cautionary Statement Regarding Forward-Looking Statements | ||
This presentation may contain forward-looking statements within the meaning of the federal securities laws. Forward-looking statements relate to expectations, beliefs, projections, future plans and strategies, anticipated events or trends and similar expressions concerning matters that are not historical facts. In some cases, you can identify forward-looking statements by the use of forward-looking terminology such as “may,” “will,” “should,” “expects,” “intends,” “plans,” “anticipates,” “believes,” “estimates,” “predicts,” or “potential” or the negative of these words and phrases or similar words or phrases which are predictions of or indicate future events or trends and which do not relate solely to historical matters. You can also identify forward-looking statements by discussions of strategy, plans or intentions.
Forward-looking statements involve known and unknown risks, uncertainties, assumptions and contingencies, many of which are beyond the Company’s control, and may cause the Company’s actual results to differ significantly from those expressed in any forward-looking statement. Factors that might cause such a difference include, without limitation, our ability to grow our business by raising capital for our funds and the companies that we manage; our position as an investor 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 and Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2023 under the heading “Risk Factors,” as such factors may be updated from time to time in the Company’s subsequent periodic filings with the U.S. Securities and Exchange Commission (“SEC”). All forward-looking statements reflect the Company’s good faith beliefs, assumptions and expectations, but they are not guarantees of future performance. Additional information about these and other factors can be found in the Company’s reports filed from time to time with the SEC.
The Company cautions investors not to unduly rely on any forward-looking statements. The forward-looking statements speak only as of the date of this presentation. The Company is under no duty to update any of these forward-looking statements after the date of this presentation, nor to conform prior statements to actual results or revised expectations, and the Company does not intend to do so.
This presentation is for informational purposes only and does not constitute an offer to sell or a solicitation of an offer to buy any securities of the Company. This information is not intended to be indicative of future results. Actual performance of the Company may vary materially.
The appendices herein contain important information that is material to an understanding of this presentation and you should read this presentation only with and in context of the appendices.
DigitalBridge | Supplemental Financial Report | ||||||||
| Important Note Regarding Non-GAAP Financial Measures | ||
This financial supplemental package includes certain non-GAAP financial measures and operating metrics that are not defined by generally accepted accounting principles, or GAAP.
Following our decision not to maintain qualification as a REIT for 2022, we no longer present Funds From Operations and Adjusted Funds From Operations, supplemental non-GAAP measures commonly used by equity REITs. Resulting from the significant growth in our digital investment management business, effective the second quarter of 2022, we report Distributable Earnings (“DE”), Adjusted Earnings before Interest, Taxes, Depreciation and Amortization (“Adjusted EBITDA”) and, specific to our 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.
DigitalBridge | Supplemental Financial Report | ||||||||
| Note Regarding DBRG Reportable Segments / Consolidated and OP Share of Consolidated Amounts | ||
This presentation includes supplemental financial information for the following segments:
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.
DigitalBridge | Supplemental Financial Report | ||||||||
| Table of Contents | ||
Page | |||||||||||
| I. | Financial Overview | ||||||||||
a. | 6 | ||||||||||
b. | 7 | ||||||||||
| II. | Financial Results | ||||||||||
a. | Balance Sheet Consolidated & Noncontrolling Interests’ Share | 8-9 | |||||||||
b. | 10 | ||||||||||
c. | 11 | ||||||||||
d. | Segment Reconciliation of Net Income to DE and Adjusted EBITDA | 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 | |||||||||
| 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 | ||||||||||
DigitalBridge | Supplemental Financial Report | 5 | ||||||||||
| Ia. Summary Financial Metrics | ||
| ($ and shares in thousands, except per share data and as noted) (Unaudited) | 6/30/2023 - 2Q23 | 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 | ||||||||||||||||||
| Financial Data | ||||||||||||||||||||||||||
| Total Company | ||||||||||||||||||||||||||
| Net income (loss) attributable to common stockholders | $ | (22,411) | $ | (212,473) | $ | (19,356) | $ | (63,273) | $ | (37,321) | $ | (262,316) | $ | (20,686) | $ | 41,036 | ||||||||||
Net income (loss) attributable to common stockholders per basic share(1) | (0.14) | (1.34) | (0.12) | (0.39) | (0.24) | (1.84) | (0.16) | 0.33 | ||||||||||||||||||
| Distributable Earnings ("DE") | 10,012 | (3,365) | (18,393) | 32,335 | 603 | (5,064) | (11,636) | (4,886) | ||||||||||||||||||
DE per basic share(1) | 0.06 | (0.02) | (0.11) | 0.18 | — | (0.03) | (0.08) | (0.04) | ||||||||||||||||||
| Adjusted EBITDA | 42,884 | 25,626 | 27,759 | 29,097 | 30,928 | 20,494 | 20,957 | 17,622 | ||||||||||||||||||
| Investment Management | ||||||||||||||||||||||||||
| Total Assets Under Management ("AUM") (in billions) | $ | 72.2 | $ | 69.3 | $ | 52.8 | $ | 50.3 | $ | 47.9 | $ | 46.6 | $ | 45.3 | $ | 37.8 | ||||||||||
| Fee Earning Equity Under Management ("FEEUM") (in billions) | $ | 29.1 | $ | 27.7 | $ | 22.2 | $ | 20.5 | $ | 19.0 | $ | 18.8 | $ | 18.3 | $ | 16.5 | ||||||||||
| IM management fee income - DBRG OP share | 66,460 | 59,229 | 45,272 | 42,039 | 36,948 | 29,921 | 38,396 | 35,724 | ||||||||||||||||||
| IM FRE - DBRG OP share | 34,398 | 34,512 | 24,228 | 21,498 | 20,759 | 16,989 | 23,757 | 22,922 | ||||||||||||||||||
| IM FRE margin % | 51.8% | 58.3% | 53.5% | 51.1% | 56.2% | 56.8% | 61.9% | 64.2% | ||||||||||||||||||
| Net realized carried interest and incentive fees | (883) | 243 | 12,377 | 20,258 | — | (1,172) | 1,092 | 7 | ||||||||||||||||||
| Balance Sheet and Capitalization | ||||||||||||||||||||||||||
| Consolidated assets | $ | 10,757,065 | $ | 10,743,429 | $ | 11,028,503 | $ | 11,740,829 | $ | 11,877,288 | $ | 11,232,157 | $ | 14,197,816 | $ | 15,442,981 | ||||||||||
Consolidated debt(2) | 5,527,422 | 5,449,950 | 5,212,657 | 5,394,134 | 5,612,274 | 5,187,597 | 4,922,722 | 4,621,240 | ||||||||||||||||||
| DBRG OP Share: | ||||||||||||||||||||||||||
| Total Assets | 3,033,384 | 3,001,644 | 3,334,288 | 3,755,231 | 4,177,806 | 3,561,501 | 6,233,158 | 6,086,259 | ||||||||||||||||||
| Corporate debt | 378,422 | 578,422 | 578,422 | 578,422 | 648,422 | 578,422 | 638,739 | 800,000 | ||||||||||||||||||
| Investment-level debt | 630,488 | 596,085 | 568,230 | 775,358 | 1,097,943 | 880,464 | 727,789 | 591,943 | ||||||||||||||||||
Total Debt(2) | 1,008,910 | 1,174,507 | 1,146,652 | 1,353,780 | 1,746,365 | 1,458,886 | 1,366,528 | 1,391,943 | ||||||||||||||||||
| Corporate cash | 204,508 | 449,368 | 733,382 | 423,441 | 55,628 | 813,237 | 986,197 | 606,447 | ||||||||||||||||||
| Corporate cash & VFN / Revolver borrowing availability | 504,508 | 749,368 | 1,033,382 | 723,441 | 285,628 | 1,013,237 | 1,186,197 | 806,447 | ||||||||||||||||||
| Perpetual Preferred Equity, $25 per share liquidation preference | 821,899 | 827,711 | 827,779 | 827,779 | 883,500 | 883,500 | 883,500 | 947,500 | ||||||||||||||||||
Basic shares and OP units outstanding(1) | 175,017 | 174,235 | 172,712 | 175,918 | 176,930 | 162,461 | 155,138 | 136,791 | ||||||||||||||||||
Diluted shares and OP units outstanding(1) | 184,485 | 183,154 | 181,692 | 186,911 | 189,572 | 176,087 | 184,359 | 174,598 | ||||||||||||||||||
| Common dividend per share | $ | 0.01 | $ | 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) Represents principal balance and excludes debt issuance costs, discounts and premiums.
DigitalBridge | Supplemental Financial Report | 6 | ||||||||||
| Ib. Investment Management | ||
| ($ in millions) | ||||||||||||||||||||||||||||||||
| Investment Management FEEUM | 6/30/23 Annual IM Fee Rate | 6/30/23 | 3/31/23 | 12/31/22 | 9/30/22 | 6/30/22 | 3/31/22 | 12/31/21 | 9/30/21 | |||||||||||||||||||||||
| DigitalBridge Partners I (DBP I) | 1.10% | $ | 3,311 | $ | 3,180 | $ | 3,165 | $ | 2,802 | $ | 3,048 | $ | 3,034 | $ | 3,215 | $ | 3,040 | |||||||||||||||
| DigitalBridge Partners II (DBP II) | 1.18% | 7,996 | 7,996 | 7,996 | 7,996 | 7,996 | 7,996 | 8,001 | 7,146 | |||||||||||||||||||||||
| Separately Capitalized Portfolio Companies | 0.76% | 2,267 | 2,187 | 2,512 | 2,370 | 2,401 | 2,372 | 2,148 | 2,576 | |||||||||||||||||||||||
| InfraBridge Global Infrastructure Funds (GIF) & Other | 1.17% | 5,112 | 5,083 | — | — | — | — | — | — | |||||||||||||||||||||||
| Co-Investment (Sidecar) Capital | 0.46% | 7,990 | 7,000 | 6,525 | 6,310 | 4,651 | 4,370 | 4,105 | 3,184 | |||||||||||||||||||||||
| Digital Core, Liquid and Credit Strategies | 0.60% | 2,383 | 2,248 | 2,036 | 1,021 | 933 | 1,013 | 786 | 510 | |||||||||||||||||||||||
| IM FEEUM | 0.89% | $ | 29,059 | $ | 27,694 | $ | 22,234 | $ | 20,499 | $ | 19,029 | $ | 18,785 | $ | 18,255 | $ | 16,456 | |||||||||||||||
| ($ in thousands) | ||||||||||||||||||||||||||||||||
| IM FRE | 2Q23 | 1Q23 | 4Q22 | 3Q22 | 2Q22 | 1Q22 | 4Q21 | 3Q21 | ||||||||||||||||||||||||
| Fee income | $ | 65,812 | $ | 58,600 | $ | 44,371 | $ | 41,353 | $ | 44,758 | $ | 43,155 | $ | 43,145 | $ | 37,751 | ||||||||||||||||
Fee income, other (1) | 648 | 629 | 901 | 686 | 355 | 523 | 8,787 | 12,809 | ||||||||||||||||||||||||
| Other income | 1,051 | 492 | 535 | 386 | 530 | 251 | 273 | 483 | ||||||||||||||||||||||||
| Compensation expense—cash | (26,286) | (19,795) | (17,805) | (18,876) | (17,725) | (17,675) | (16,275) | (16,933) | ||||||||||||||||||||||||
| Administrative expenses | (7,992) | (6,329) | (6,417) | (4,450) | (4,794) | (4,012) | (3,446) | (2,675) | ||||||||||||||||||||||||
| Exclude: Start-up FRE of certain new strategies | 1,165 | 915 | 2,643 | 2,399 | 2,335 | 2,362 | 2,306 | 2,224 | ||||||||||||||||||||||||
IM FRE (2) | $ | 34,398 | $ | 34,512 | $ | 24,228 | $ | 21,498 | $ | 25,459 | $ | 24,604 | $ | 34,790 | $ | 33,659 | ||||||||||||||||
DBRG OP share of IM FRE(3) | $ | 34,398 | $ | 34,512 | $ | 24,228 | $ | 21,498 | $ | 20,759 | $ | 16,989 | $ | 23,757 | $ | 22,922 | ||||||||||||||||
Notes:
(1) Includes service fee income and one time catch-up fees earned, which are customary fees paid on newly raised 3rd party capital as if it were raised on the first closing date.
(2) For a reconciliation of net income / (loss) to IM FRE, please refer to the Appendices section of this presentation.
(3) In May 2022, DigitalBridge acquired Wafra’s 31.5% ownership in the Company's investment management business 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 June 30, 2023 | |||||||||||||
| Consolidated | Noncontrolling Interests' Share | |||||||||||||
| Assets | ||||||||||||||
| Cash and cash equivalents | $ | 426,883 | $ | 94,444 | ||||||||||
| Restricted cash | 154,687 | 131,713 | ||||||||||||
| Investments | 1,288,877 | 493,971 | ||||||||||||
| Real estate | 6,178,467 | 5,460,464 | ||||||||||||
| Goodwill | 923,112 | 412,131 | ||||||||||||
| Deferred leasing costs and intangible assets | 1,052,822 | 819,161 | ||||||||||||
| Other assets | 607,554 | 311,797 | ||||||||||||
| Due from affiliates | 71,149 | — | ||||||||||||
| Assets held for disposition | 53,514 | — | ||||||||||||
| Total assets | $ | 10,757,065 | $ | 7,723,681 | ||||||||||
| Liabilities | ||||||||||||||
| Corporate debt | $ | 370,461 | $ | — | ||||||||||
| Non-recourse investment-level debt | 5,025,845 | 4,244,106 | ||||||||||||
| Intangible liabilities | 28,447 | 24,866 | ||||||||||||
| Other liabilities | 1,158,427 | 783,183 | ||||||||||||
| Liabilities related to assets held for disposition | 12,954 | — | ||||||||||||
| Total liabilities | 6,596,134 | 5,052,155 | ||||||||||||
| Commitments and contingencies | ||||||||||||||
| Redeemable noncontrolling interests | 31,920 | 31,920 | ||||||||||||
| Equity | ||||||||||||||
| Stockholders’ equity: | ||||||||||||||
| Preferred stock, $0.01 par value per share; $821,899 liquidation preference; 250,000 shares authorized; 32,876 shares issued and outstanding | 794,670 | — | ||||||||||||
| Common stock, $0.01 par value per share | ||||||||||||||
| Class A, 237,250 shares authorized; 162,475 shares issued and outstanding | 1,624 | — | ||||||||||||
| Class B, 250 shares authorized; 166 shares issued and outstanding | 2 | — | ||||||||||||
| Additional paid-in capital | 7,846,440 | — | ||||||||||||
| Accumulated deficit | (7,201,651) | — | ||||||||||||
| Accumulated other comprehensive income (loss) | 1,122 | — | ||||||||||||
| Total stockholders’ equity | 1,442,207 | — | ||||||||||||
| Noncontrolling interests in investment entities | 2,639,606 | 2,639,606 | ||||||||||||
| Noncontrolling interests in Operating Company | 47,198 | — | ||||||||||||
| Total equity | 4,129,011 | 2,639,606 | ||||||||||||
| Total liabilities, redeemable noncontrolling interests and equity | $ | 10,757,065 | $ | 7,723,681 | ||||||||||
DigitalBridge | Supplemental Financial Report | 8 | ||||||||||
| IIa. Financial Results - Balance Sheet | ||
Supplemental Schedule to Consolidated Balance Sheets
| ($ in thousands) (unaudited) | As of June 30, 2023 | |||||||||||||||||||
| Investment Management | Operating | Corporate and Other | ||||||||||||||||||
| Assets | ||||||||||||||||||||
| Cash and cash equivalents | $ | 68,548 | $ | 72,087 | $ | 286,248 | ||||||||||||||
| Restricted cash | 2,349 | 151,248 | 1,090 | |||||||||||||||||
| Investments | 426,578 | — | 862,299 | |||||||||||||||||
| Real estate | — | 6,178,467 | — | |||||||||||||||||
| Goodwill | 459,992 | 463,120 | — | |||||||||||||||||
| Deferred leasing costs and intangible assets | 120,582 | 931,745 | 495 | |||||||||||||||||
| Other assets | 31,194 | 527,469 | 48,891 | |||||||||||||||||
| Due from affiliates | 68,283 | — | 2,866 | |||||||||||||||||
| Assets held for disposition | — | 48,406 | — | |||||||||||||||||
| Total assets | $ | 1,177,526 | $ | 8,372,542 | $ | 1,201,889 | ||||||||||||||
| Liabilities | ||||||||||||||||||||
| Corporate debt | $ | 199,389 | $ | 70,372 | $ | 100,700 | ||||||||||||||
| Non-recourse investment-level debt | — | 5,000,290 | 25,555 | |||||||||||||||||
| Intangible liabilities | — | 28,447 | — | |||||||||||||||||
| Other liabilities | 289,566 | 692,901 | 175,960 | |||||||||||||||||
| Liabilities related to assets held for disposition | — | 12,788 | — | |||||||||||||||||
| Total liabilities | 488,955 | 5,804,798 | 302,215 | |||||||||||||||||
| Redeemable noncontrolling interests | 909 | — | 31,011 | |||||||||||||||||
| Noncontrolling interests in investment entities | 187,018 | 2,310,897 | 140,413 | |||||||||||||||||
DigitalBridge | Supplemental Financial Report | 9 | ||||||||||
| IIb. Financial Results - Consolidated Segment Operating Results | ||
| Three Months Ended June 30, 2023 | |||||||||||||||||||||||||||||
| ($ in thousands) (unaudited) | Investment Management | Operating | Corporate and Other | Discontinued Operations | Total | ||||||||||||||||||||||||
| Revenues | |||||||||||||||||||||||||||||
| Fee income | $ | 66,631 | $ | — | $ | (889) | $ | — | $ | 65,742 | |||||||||||||||||||
| Carried interest allocation | 79,254 | — | — | — | 79,254 | ||||||||||||||||||||||||
| Principal investment income (loss) | 1,604 | — | 28,805 | — | 30,409 | ||||||||||||||||||||||||
| Property operating income | — | 234,753 | — | — | 234,753 | ||||||||||||||||||||||||
| Other income | 1,604 | 306 | 12,865 | — | 14,775 | ||||||||||||||||||||||||
| Total revenues | 149,093 | 235,059 | 40,781 | — | 424,933 | ||||||||||||||||||||||||
| Expenses | |||||||||||||||||||||||||||||
| Property operating expense | — | 98,231 | — | — | 98,231 | ||||||||||||||||||||||||
| Interest expense | 2,629 | 51,285 | 2,108 | — | 56,022 | ||||||||||||||||||||||||
| Investment expense | 191 | 4,958 | 104 | — | 5,253 | ||||||||||||||||||||||||
| Transaction-related costs | 613 | — | 500 | — | 1,113 | ||||||||||||||||||||||||
| Placement fees | 3,653 | — | — | — | 3,653 | ||||||||||||||||||||||||
| Depreciation and amortization | 11,039 | 138,209 | 314 | — | 149,562 | ||||||||||||||||||||||||
| Compensation expense | |||||||||||||||||||||||||||||
| Compensation expense - cash and equity-based | 45,798 | 26,435 | 10,759 | — | 82,992 | ||||||||||||||||||||||||
| Compensation expense - incentive fee and carried interest allocation | 36,076 | — | — | — | 36,076 | ||||||||||||||||||||||||
| Administrative expenses | 7,953 | 8,841 | 8,969 | — | 25,763 | ||||||||||||||||||||||||
| Total expenses | 107,952 | 327,959 | 22,754 | — | 458,665 | ||||||||||||||||||||||||
| Other income (loss) | |||||||||||||||||||||||||||||
| Other gain (loss), net | (3,608) | 344 | (8,273) | — | (11,537) | ||||||||||||||||||||||||
| Income (loss) from continuing operations before income taxes | 37,533 | (92,556) | 9,754 | — | (45,269) | ||||||||||||||||||||||||
| Income tax benefit (expense) | (2,356) | (499) | (414) | — | (3,269) | ||||||||||||||||||||||||
| Income (loss) from continuing operations | 35,177 | (93,055) | 9,340 | — | (48,538) | ||||||||||||||||||||||||
| Income (loss) from discontinued operations | — | — | — | (3,978) | (3,978) | ||||||||||||||||||||||||
| Net income (loss) | 35,177 | (93,055) | 9,340 | (3,978) | (52,516) | ||||||||||||||||||||||||
| Net income (loss) attributable to noncontrolling interests: | |||||||||||||||||||||||||||||
| Redeemable noncontrolling interests | (189) | — | (2,252) | — | (2,441) | ||||||||||||||||||||||||
| Investment entities | 35,033 | (81,727) | 7,052 | (25) | (39,667) | ||||||||||||||||||||||||
| Operating Company | 24 | (819) | (664) | (286) | (1,745) | ||||||||||||||||||||||||
| Net income (loss) attributable to DigitalBridge Group, Inc. | 309 | (10,509) | 5,204 | (3,667) | (8,663) | ||||||||||||||||||||||||
| Preferred stock repurchase | — | — | (927) | — | (927) | ||||||||||||||||||||||||
| Preferred stock dividends | — | — | 14,675 | — | 14,675 | ||||||||||||||||||||||||
| Net income (loss) attributable to common stockholders | $ | 309 | $ | (10,509) | $ | (8,544) | $ | (3,667) | $ | (22,411) | |||||||||||||||||||
DigitalBridge | Supplemental Financial Report | 10 | ||||||||||
| IIc. Financial Results - Noncontrolling Interests’ Share Segment Operating Results | ||
| Three Months Ended June 30, 2023 | |||||||||||||||||||||||||||||
| ($ in thousands) (unaudited) | Investment Management | Operating | Corporate and Other | Discontinued Operations | Total | ||||||||||||||||||||||||
| Revenues | |||||||||||||||||||||||||||||
| Fee income | $ | 33 | $ | — | $ | — | $ | — | $ | 33 | |||||||||||||||||||
| Carried interest allocation | 35,944 | — | — | — | 35,944 | ||||||||||||||||||||||||
| Principal investment income (loss) | 422 | — | 3,377 | — | 3,799 | ||||||||||||||||||||||||
| Property operating income | $ | — | $ | 207,028 | $ | — | $ | — | 207,028 | ||||||||||||||||||||
| Other income | 7 | 190 | 1,837 | — | 2,034 | ||||||||||||||||||||||||
| Total revenues | 36,406 | 207,218 | 5,214 | — | 248,838 | ||||||||||||||||||||||||
| Expenses | |||||||||||||||||||||||||||||
| Property operating expense | — | 86,634 | — | — | 86,634 | ||||||||||||||||||||||||
| Interest expense | — | 45,189 | 58 | — | 45,247 | ||||||||||||||||||||||||
| Investment expense | — | 4,311 | 5 | — | 4,316 | ||||||||||||||||||||||||
| Transaction-related costs | — | — | — | — | — | ||||||||||||||||||||||||
| Depreciation and amortization | — | 121,259 | — | — | 121,259 | ||||||||||||||||||||||||
| Impairment loss | — | — | — | — | |||||||||||||||||||||||||
| Compensation expense | |||||||||||||||||||||||||||||
| Compensation expense - cash and equity-based | — | 23,525 | — | — | 23,525 | ||||||||||||||||||||||||
| Compensation expense - incentive fee and carried interest allocation | 620 | — | — | — | 620 | ||||||||||||||||||||||||
| Administrative expenses | 11 | 7,880 | 170 | — | 8,061 | ||||||||||||||||||||||||
| Total expenses | 631 | 288,798 | 233 | — | 289,662 | ||||||||||||||||||||||||
| Other income (loss) | |||||||||||||||||||||||||||||
| Gain on sale of real estate assets | — | — | — | — | — | ||||||||||||||||||||||||
| Other gain (loss), net | (931) | 297 | (181) | — | (815) | ||||||||||||||||||||||||
| Income (loss) from continuing operations before income taxes | 34,844 | (81,283) | 4,800 | — | (41,639) | ||||||||||||||||||||||||
| Income tax benefit (expense) | — | (444) | — | — | (444) | ||||||||||||||||||||||||
| Income (loss) from continuing operations | 34,844 | (81,727) | 4,800 | — | (42,083) | ||||||||||||||||||||||||
| Income (loss) from discontinued operations | — | — | — | (25) | (25) | ||||||||||||||||||||||||
| Net income (loss) | 34,844 | (81,727) | 4,800 | (25) | (42,108) | ||||||||||||||||||||||||
| Non-pro rata allocation of income (loss) to noncontrolling interests | — | — | — | — | — | ||||||||||||||||||||||||
| Net income (loss) attributable to noncontrolling interests | $ | 34,844 | $ | (81,727) | $ | 4,800 | $ | (25) | $ | (42,108) | |||||||||||||||||||
DigitalBridge | Supplemental Financial Report | 11 | ||||||||||
IId. Financial Results - Segment Reconciliation of Net Income to DE and Adjusted EBITDA | ||
| OP pro rata share by segment | Amounts attributable to noncontrolling interests | DBRG consolidated as reported | |||||||||||||||||||||||||||||||||||||||
| ($ in thousands; for the three months ended June 30, 2023; and unaudited) | IM | Operating | Corporate and Other | Discontinued Operations | Total OP pro rata share | ||||||||||||||||||||||||||||||||||||
| Net income (loss) attributable to common stockholders | $ | 309 | $ | (10,509) | $ | (8,233) | $ | (3,978) | $ | (22,411) | $ | — | $ | (22,411) | |||||||||||||||||||||||||||
| Net income (loss) attributable to noncontrolling common interests in Operating Company | 24 | (819) | (837) | (113) | (1,745) | — | (1,745) | ||||||||||||||||||||||||||||||||||
| Net income (loss) attributable to common interests in Operating Company and common stockholders | 333 | (11,328) | (9,070) | (4,091) | (24,156) | — | (24,156) | ||||||||||||||||||||||||||||||||||
| Adjustments for Distributable Earnings (DE): | |||||||||||||||||||||||||||||||||||||||||
Transaction-related and restructuring charges(1) | 3,025 | 84 | 4,017 | 28 | 7,154 | 669 | 7,823 | ||||||||||||||||||||||||||||||||||
| Other (gain) loss, net (excluding realized gain or loss related to digital assets and fund investments in Corporate and Other) | 2,732 | (47) | (17,180) | 1,240 | (13,255) | (2,735) | (15,990) | ||||||||||||||||||||||||||||||||||
| Unrealized carried interest allocation, net of associated compensation expense allocation | (10,116) | — | — | — | (10,116) | (33,675) | (43,791) | ||||||||||||||||||||||||||||||||||
| Compensation expense - equity-based | 17,099 | 542 | 3,593 | 18 | 21,252 | 4,685 | 25,937 | ||||||||||||||||||||||||||||||||||
| Depreciation and amortization | 11,039 | 16,086 | 314 | 178 | 27,617 | 121,646 | 149,263 | ||||||||||||||||||||||||||||||||||
| Straight-line rent revenue and expense | (39) | (176) | (532) | (37) | (784) | (1,076) | (1,860) | ||||||||||||||||||||||||||||||||||
| Amortization of acquired above- and below-market lease values, net | — | 47 | — | — | 47 | 323 | 370 | ||||||||||||||||||||||||||||||||||
| Non-revenue enhancing capital expenditures | — | (946) | — | — | (946) | (7,338) | (8,284) | ||||||||||||||||||||||||||||||||||
| Finance lease interest expense, debt prepayment penalties and amortization of deferred financing costs, debt premiums and discounts | 356 | 898 | 208 | 11 | 1,473 | 6,105 | 7,578 | ||||||||||||||||||||||||||||||||||
| Preferred share redemption (gain) loss | — | — | (927) | — | (927) | — | (927) | ||||||||||||||||||||||||||||||||||
| Adjustments attributable to noncontrolling interests in investment entities | — | — | — | — | — | (88,604) | (88,604) | ||||||||||||||||||||||||||||||||||
| DE from discontinued operations | — | — | — | 2,653 | 2,653 | — | 2,653 | ||||||||||||||||||||||||||||||||||
| After-tax DE | $ | 24,429 | $ | 5,160 | $ | (19,577) | $ | — | $ | 10,012 | $ | — | $ | 10,012 | |||||||||||||||||||||||||||
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 | ||||||||||
IId. Financial Results - Segment Reconciliation of Net Income to DE and Adjusted EBITDA | ||
| OP pro rata share by segment | ||||||||||||||||||||||||||||||||
| ($ in thousands; for the three months ended June 30, 2023; and unaudited) | IM | Operating | Corporate and Other | Discontinued Operations | Total OP pro rata share | |||||||||||||||||||||||||||
| After-tax DE | $ | 24,429 | $ | 5,160 | $ | (19,577) | $ | — | $ | 10,012 | ||||||||||||||||||||||
| Interest expense included in DE | 2,272 | 6,016 | 1,842 | — | 10,130 | |||||||||||||||||||||||||||
| Income tax expense (benefit) included in DE | 2,356 | 55 | 414 | — | 2,825 | |||||||||||||||||||||||||||
| Preferred dividends | — | — | 14,675 | — | 14,675 | |||||||||||||||||||||||||||
| Placement fee expense | 3,653 | — | — | — | 3,653 | |||||||||||||||||||||||||||
| Realized carried interest allocation, net of associated compensation expense allocation | 883 | — | — | — | 883 | |||||||||||||||||||||||||||
| Investment costs and non-revenue enhancing capital expenditures in DE | (360) | 1,066 | — | — | 706 | |||||||||||||||||||||||||||
| Adjusted EBITDA | $ | 33,233 | $ | 12,297 | $ | (2,646) | $ | — | $ | 42,884 | ||||||||||||||||||||||
DigitalBridge | Supplemental Financial Report | 13 | ||||||||||
| IIIa. Capitalization - Debt Summary | ||
| ($ in thousands; as of June 30, 2023) | ||||||||||||||||||||||||||||||||||||||||||||
| Consolidated debt | Payments due by period(1) | |||||||||||||||||||||||||||||||||||||||||||
| 2023 | 2024 | 2025 | 2026 | 2027 and after | Total | |||||||||||||||||||||||||||||||||||||||
| Investment-level debt: | ||||||||||||||||||||||||||||||||||||||||||||
| Operating - Fixed | $ | 1,990 | $ | 600,753 | $ | 700,000 | $ | 1,519,690 | $ | 1,806,000 | $ | 4,628,433 | ||||||||||||||||||||||||||||||||
| Operating - Variable | — | 262,500 | 8,476 | 11,300 | 212,491 | 494,767 | ||||||||||||||||||||||||||||||||||||||
| Other - Variable | — | 25,800 | — | — | — | 25,800 | ||||||||||||||||||||||||||||||||||||||
| Total Investment-level debt | 1,990 | 889,053 | 708,476 | 1,530,990 | 2,018,491 | 5,149,000 | ||||||||||||||||||||||||||||||||||||||
| Corporate debt: | ||||||||||||||||||||||||||||||||||||||||||||
| 2021-1, A-1 Variable Funding Notes | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||
| 2021-1, Class A-2 Term Notes | — | — | — | 300,000 | — | 300,000 | ||||||||||||||||||||||||||||||||||||||
| Convertible/exchangeable senior notes | — | — | 78,422 | — | — | 78,422 | ||||||||||||||||||||||||||||||||||||||
| Total debt - consolidated | $ | 1,990 | $ | 889,053 | $ | 786,898 | $ | 1,830,990 | $ | 2,018,491 | $ | 5,527,422 | ||||||||||||||||||||||||||||||||
| 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 | $ | 261 | $ | 78,879 | $ | 91,910 | $ | 178,554 | $ | 219,405 | $ | 569,009 | Fixed | 3.2% | 3.2 | |||||||||||||||||||||||||||||
| Operating - Variable | — | 28,901 | 933 | 1,244 | 23,395 | 54,473 | Variable | 8.7% | 2.6 | |||||||||||||||||||||||||||||||||||
| Other - Variable | — | 7,006 | — | — | — | 7,006 | Variable | 6.2% | 1.1 | |||||||||||||||||||||||||||||||||||
| Total Investment-level debt | 261 | 114,786 | 92,843 | 179,798 | 242,800 | 630,488 | ||||||||||||||||||||||||||||||||||||||
| Corporate debt: | ||||||||||||||||||||||||||||||||||||||||||||
| 2021-1, A-1 Variable Funding Notes | — | — | — | — | — | — | Variable | n/a | 3.2 | |||||||||||||||||||||||||||||||||||
| 2021-1, Class A-2 Term Notes | — | — | — | 300,000 | — | 300,000 | Fixed | 3.9% | 3.2 | |||||||||||||||||||||||||||||||||||
| Convertible/exchangeable senior notes | — | — | 78,422 | — | — | 78,422 | Fixed | 5.8% | 2.0 | |||||||||||||||||||||||||||||||||||
| Total debt - DBRG OP share | $ | 261 | $ | 114,786 | $ | 171,265 | $ | 479,798 | $ | 242,800 | $ | 1,008,910 | ||||||||||||||||||||||||||||||||
| Net corporate debt | ||||||||||||||||||||||||||||||||||||||||||||
| Cash and cash equivalents - consolidated | $ | 426,883 | ||||||||||||||||||||||||||||||||||||||||||
| less: Noncontrolling interests | (94,444) | |||||||||||||||||||||||||||||||||||||||||||
| less: Investment level cash - DBRG OP share | (127,931) | |||||||||||||||||||||||||||||||||||||||||||
| Corporate cash - DBRG OP share | 204,508 | |||||||||||||||||||||||||||||||||||||||||||
| Corporate debt - DBRG OP share | (378,422) | |||||||||||||||||||||||||||||||||||||||||||
| Corporate Cash (Debt) Position - DBRG OP share | $ | (173,914) | ||||||||||||||||||||||||||||||||||||||||||
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.
DigitalBridge | Supplemental Financial Report | 14 | ||||||||||
| IIIb. Capitalization - DBRG Series 2021-1 | ||
| ($ in thousands, as of June 30, 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 August 3, 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 June 30, 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 | ||||||||||||||||||||||||||||||
| Total convertible debt | $ | 78,422 | ||||||||||||||||||||||||||||||||||||
| Perpetual preferred stock | ||||||||||||||||||||
| Description | Liquidation preference | Shares outstanding (In thousands) | Callable period | |||||||||||||||||
| Series H 7.125% cumulative redeemable perpetual preferred stock | 209,870 | 8,395 | Callable | |||||||||||||||||
| Series I 7.15% cumulative redeemable perpetual preferred stock | 321,668 | 12,867 | Callable | |||||||||||||||||
| Series J 7.125% cumulative redeemable perpetual preferred stock | 290,361 | 11,614 | Callable | |||||||||||||||||
| Total preferred stock | $ | 821,899 | 32,876 | |||||||||||||||||
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.
DigitalBridge | Supplemental Financial Report | 16 | ||||||||||
| IV. Operating | ||
| ($ in millions) | |||||||||||||||||||||||||||||
| Portfolio Net Carrying Value | 6/30/23 | 3/31/23 | 12/31/22 | 9/30/22 | 6/30/22 | 3/31/22 | 12/31/21 | 9/30/21 | |||||||||||||||||||||
| Consolidated amount | |||||||||||||||||||||||||||||
Asset(1) | $ | 9,246 | $ | 8,920 | $ | 8,704 | $ | 8,515 | $ | 8,429 | $ | 8,397 | $ | 7,624 | $ | 7,211 | |||||||||||||
Debt(2) | (5,123) | (4,870) | (4,634) | (4,506) | (4,477) | (4,479) | (4,217) | (3,817) | |||||||||||||||||||||
| Net Carrying Value - Consolidated | $ | 4,123 | $ | 4,050 | $ | 4,070 | $ | 4,009 | $ | 3,952 | $ | 3,918 | $ | 3,407 | $ | 3,394 | |||||||||||||
| DBRG OP share of consolidated amount | |||||||||||||||||||||||||||||
Asset(1) | $ | 1,113 | $ | 1,077 | $ | 1,052 | $ | 1,133 | $ | 1,466 | $ | 1,460 | $ | 1,233 | $ | 1,157 | |||||||||||||
Debt(2) | (623) | (596) | (568) | (598) | (746) | (746) | (661) | (588) | |||||||||||||||||||||
| Net Carrying Value - DBRG OP share | $ | 490 | $ | 481 | $ | 484 | $ | 535 | $ | 720 | $ | 714 | $ | 572 | $ | 569 | |||||||||||||
| DBRG net carrying value % interest | 12 | % | 12 | % | 12 | % | 13 | % | 18 | % | 18 | % | 17 | % | 17 | % | |||||||||||||
| ($ in thousands) | |||||||||||||||||||||||||||||
| Operating Adjusted EBITDA | 2Q23 | 1Q23 | 4Q22 | 3Q22 | 2Q22 | 1Q22 | 4Q21 | 3Q21 | |||||||||||||||||||||
| Consolidated amount | |||||||||||||||||||||||||||||
| Total revenues | $ | 235,059 | $ | 231,664 | $ | 229,278 | $ | 225,387 | $ | 227,687 | $ | 202,522 | $ | 189,938 | $ | 194,966 | |||||||||||||
| Property operating expenses | (98,231) | (97,126) | (97,457) | (100,051) | (94,744) | (84,003) | (78,950) | (80,226) | |||||||||||||||||||||
| Compensation and administrative expenses | (35,276) | (34,419) | (27,452) | (37,974) | (29,139) | (26,855) | (28,879) | (29,766) | |||||||||||||||||||||
| Investment expenses | (4,958) | (5,203) | (5,547) | (5,288) | (5,487) | (8,016) | (5,153) | (4,862) | |||||||||||||||||||||
| Straight-line rent expenses and amortization of above- and below-market lease intangibles | (678) | (1,221) | (1,749) | (2,827) | (236) | (377) | 370 | 482 | |||||||||||||||||||||
| Compensation expense—equity-based | 4,926 | 5,275 | (95) | 10,852 | 752 | 752 | 1,918 | 308 | |||||||||||||||||||||
| Installation services | — | — | — | — | — | — | 2,097 | (4,058) | |||||||||||||||||||||
| Transaction-related and restructuring charges | 1,328 | 184 | 1,574 | 1,105 | 2,400 | 4,636 | 3,188 | 4,042 | |||||||||||||||||||||
Operating Adjusted EBITDA - Consolidated (3) | $ | 102,170 | $ | 99,154 | $ | 98,552 | $ | 91,204 | $ | 101,233 | $ | 88,659 | $ | 84,529 | $ | 80,886 | |||||||||||||
| DBRG OP share of consolidated amount | |||||||||||||||||||||||||||||
| Total revenues | $ | 27,841 | $ | 27,481 | $ | 27,927 | $ | 38,305 | $ | 41,448 | $ | 36,882 | $ | 32,464 | $ | 33,771 | |||||||||||||
| Property operating expenses | (11,597) | (11,487) | (11,794) | (17,096) | (17,649) | (15,614) | (13,740) | (14,115) | |||||||||||||||||||||
| Compensation and administrative expenses | (3,872) | (3,787) | (3,106) | (7,348) | (6,246) | (5,752) | (5,457) | (5,615) | |||||||||||||||||||||
| Investment expenses | (647) | (674) | (716) | (729) | (793) | (1,169) | (732) | (709) | |||||||||||||||||||||
| Straight-line rent expenses and amortization of above- and below-market lease intangibles | (129) | (198) | (263) | (227) | 246 | 195 | 244 | 295 | |||||||||||||||||||||
| Compensation expense—equity-based | 542 | 581 | (11) | 2,092 | 164 | 164 | 384 | 62 | |||||||||||||||||||||
| Installation services | — | — | — | — | — | — | 419 | (812) | |||||||||||||||||||||
| Transaction-related and restructuring charges | 159 | 32 | 77 | 175 | 473 | 791 | 618 | 759 | |||||||||||||||||||||
| Operating Adjusted EBITDA - DBRG OP share | $ | 12,297 | $ | 11,948 | $ | 12,114 | $ | 15,172 | $ | 17,643 | $ | 15,497 | $ | 14,200 | $ | 13,636 | |||||||||||||
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 | ||||||||||
| IV. Operating | ||
| Operating Capital Expenditures | |||||||||||||||||||||||||||||
| Consolidated amount | 2Q23 | 1Q23 | 4Q22 | 3Q22 | 2Q22 | 1Q22 | 4Q21 | 3Q21 | |||||||||||||||||||||
| Non-revenue enhancing capital expenditures | $ | 8,284 | $ | 8,564 | $ | 14,775 | $ | 10,992 | $ | 13,377 | $ | 7,418 | $ | 6,410 | $ | 7,387 | |||||||||||||
| Revenue enhancing capital expenditures | 163,767 | 129,710 | 135,506 | 147,046 | 101,100 | 84,668 | 94,018 | 42,841 | |||||||||||||||||||||
| Total capital expenditures | $ | 172,051 | $ | 138,274 | $ | 150,281 | $ | 158,038 | $ | 114,477 | $ | 92,086 | $ | 100,428 | $ | 50,228 | |||||||||||||
| Leasing Commissions | $ | 5,409 | $ | 2,204 | $ | 2,194 | $ | 2,146 | $ | 2,660 | $ | 1,266 | $ | 1,535 | $ | 1,233 | |||||||||||||
| DBRG OP share of consolidated amount | |||||||||||||||||||||||||||||
| Non-revenue enhancing capital expenditures | $ | 946 | $ | 1,054 | $ | 1,746 | $ | 1,878 | $ | 2,571 | $ | 1,372 | $ | 1,097 | $ | 1,349 | |||||||||||||
| Revenue enhancing capital expenditures | 18,153 | 14,337 | 15,053 | 25,118 | 21,249 | 17,578 | 18,090 | 8,315 | |||||||||||||||||||||
| Total capital expenditures | $ | 19,099 | $ | 15,391 | $ | 16,799 | $ | 26,996 | $ | 23,820 | $ | 18,950 | $ | 19,187 | $ | 9,664 | |||||||||||||
| Leasing Commissions | $ | 612 | $ | 243 | $ | 244 | $ | 367 | $ | 489 | $ | 308 | $ | 307 | $ | 213 | |||||||||||||
| Operating Metrics | 6/30/2023 - 2Q23 | 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 | |||||||||||||||||||||
| Number of Data Centers | 83 | 83 | 84 | 82 | 82 | 78 | 78 | 76 | |||||||||||||||||||||
| Max Critical I.T. Square Feet | 2,429,574 | 2,405,353 | 2,405,387 | 2,349,827 | 2,317,827 | 1,980,317 | 1,949,144 | 1,819,946 | |||||||||||||||||||||
| Leased Square Feet | 1,945,147 | 1,913,007 | 1,887,659 | 1,852,321 | 1,817,101 | 1,608,378 | 1,552,517 | 1,467,420 | |||||||||||||||||||||
| % Utilization Rate | 80.1% | 79.5% | 78.5% | 78.8% | 78.4% | 81.2% | 79.7% | 80.6% | |||||||||||||||||||||
| MRR (Annualized) | $ | 931.0 | $ | 907.4 | $ | 913.4 | $ | 889.0 | $ | 892.0 | $ | 812.3 | $ | 790.4 | $ | 773.1 | |||||||||||||
| Bookings (Annualized) | $ | 85.9 | $ | 20.6 | $ | 18.2 | $ | 22.4 | $ | 56.5 | $ | 14.2 | $ | 15.3 | $ | 16.6 | |||||||||||||
| Quarterly Churn (% of Prior Quarter MRR) | 1.8% | 1.7% | 1.3% | 1.0% | 1.7% | 0.9% | 1.9% | 1.3% | |||||||||||||||||||||
DigitalBridge | Supplemental Financial Report | 18 | ||||||||||
| V. Other | ||
| ($ in thousands) | |||||||||||||||||||||||||||||
| Consolidated amount | 2Q23 | 1Q23 | 4Q22 | 3Q22 | 2Q22 | 1Q22 | 4Q21 | 3Q21 | |||||||||||||||||||||
| GP Co-investment in DBP I and II Investments | $ | 374,139 | $ | 345,719 | $ | 343,137 | $ | 277,450 | $ | 284,282 | $ | 248,663 | $ | 242,856 | $ | 230,972 | |||||||||||||
| GP Co-investment in GIF Investment | 135,857 | 142,280 | — | — | — | — | — | — | |||||||||||||||||||||
| Equity interests in digital investment vehicles and warehouse / seed investments | 272,564 | 346,774 | 316,299 | 769,431 | 906,076 | 423,467 | 290,113 | 272,134 | |||||||||||||||||||||
| Other - digital assets net carrying value | $ | 782,560 | $ | 834,773 | $ | 659,436 | $ | 1,046,881 | $ | 1,190,358 | $ | 672,130 | $ | 532,969 | $ | 503,106 | |||||||||||||
| DBRG OP share of consolidated amount | |||||||||||||||||||||||||||||
| GP Co-investment in DBP I and II Investments | $ | 294,031 | $ | 272,395 | $ | 270,400 | $ | 215,872 | $ | 217,504 | $ | 187,247 | $ | 183,612 | $ | 173,732 | |||||||||||||
| GP Co-investment in GIF Investment | 135,857 | 142,280 | — | — | — | — | — | — | |||||||||||||||||||||
| Equity interests in digital investment vehicles and warehouse / seed investments | 188,325 | 184,938 | 178,379 | 467,014 | 591,066 | 308,578 | 174,566 | 165,902 | |||||||||||||||||||||
| Other - digital assets net carrying value | $ | 618,213 | $ | 599,613 | $ | 448,779 | $ | 682,886 | $ | 808,570 | $ | 495,825 | $ | 358,178 | $ | 339,634 | |||||||||||||
DigitalBridge | Supplemental Financial Report | 19 | ||||||||||
| VI. Cash G&A Expense | ||
| ($ in thousands) | |||||||||||||||||||||||||||||
| 2Q23 | 1Q23 | 4Q22 | 3Q22 | 2Q22 | 1Q22 | 4Q21 | 3Q21 | ||||||||||||||||||||||
| Investment Management Cash G&A | |||||||||||||||||||||||||||||
| Cash and equity-based compensation | $ | 45,798 | $ | 28,182 | $ | 30,829 | $ | 22,566 | $ | 23,230 | $ | 24,808 | $ | 20,802 | $ | 21,606 | |||||||||||||
| Administrative expenses | 7,953 | 6,407 | 7,958 | 4,517 | 4,869 | 4,171 | 4,387 | 5,820 | |||||||||||||||||||||
| Compensation expense—equity-based | (17,099) | (3,898) | (7,939) | (2,654) | (3,361) | (3,190) | (2,011) | (2,046) | |||||||||||||||||||||
| Administrative expenses—straight-line rent | 39 | (77) | (66) | (68) | (76) | (159) | (75) | (74) | |||||||||||||||||||||
| Administrative expenses—placement agent fee | — | — | — | — | — | — | (880) | (3,069) | |||||||||||||||||||||
| Transaction-related and restructuring charges | (2,413) | (4,490) | (6,560) | (1,035) | (2,143) | (3,943) | (2,502) | (2,629) | |||||||||||||||||||||
| Investment Management Cash G&A | 34,278 | 26,124 | 24,222 | 23,326 | 22,519 | 21,687 | 19,721 | 19,608 | |||||||||||||||||||||
| Corporate & Other Cash G&A | |||||||||||||||||||||||||||||
| Cash and equity-based compensation | 10,759 | 19,289 | 10,804 | 12,404 | 9,333 | 20,778 | 12,084 | 15,200 | |||||||||||||||||||||
| Administrative expenses | 8,969 | 12,859 | 23,373 | 17,992 | 12,574 | 16,815 | 21,171 | 12,474 | |||||||||||||||||||||
| Compensation expense—equity-based | (3,593) | (6,872) | 329 | (5,171) | (4,840) | (5,878) | (3,837) | (4,651) | |||||||||||||||||||||
| Administrative expenses—straight-line rent | 532 | 352 | 485 | 660 | 741 | 856 | 1,195 | 602 | |||||||||||||||||||||
| Administrative expenses—noncontrolling interests | (170) | (289) | (248) | (338) | (327) | (302) | (377) | (332) | |||||||||||||||||||||
| Transaction-related and restructuring charges | (4,282) | (6,273) | (18,443) | (10,549) | (2,828) | (14,352) | (14,229) | (5,027) | |||||||||||||||||||||
| Corporate & Other Cash G&A | 12,215 | 19,066 | 16,300 | 14,998 | 14,653 | 17,917 | 16,007 | 18,266 | |||||||||||||||||||||
| DBRG Cash G&A excluding Portfolio Company G&A | $ | 46,493 | $ | 45,190 | $ | 40,522 | $ | 38,324 | $ | 37,172 | $ | 39,604 | $ | 35,728 | $ | 37,874 | |||||||||||||
| Corporate & Other EBITDA | |||||||||||||||||||||||||||||
| EBITDA, excluding Cash G&A | $ | 9,569 | $ | (853) | $ | 10,360 | $ | 9,825 | $ | 9,414 | $ | 8,162 | $ | 1,273 | $ | 1,515 | |||||||||||||
| Cash G&A | (12,215) | (19,066) | (16,300) | (14,998) | (14,653) | (17,917) | (16,007) | (18,266) | |||||||||||||||||||||
| Corporate & Other EBITDA | $ | (2,646) | $ | (19,919) | $ | (5,940) | $ | (5,173) | $ | (5,239) | $ | (9,755) | $ | (14,734) | $ | (16,751) | |||||||||||||
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) | 2Q23 | 1Q23 | 4Q22 | 3Q22 | 2Q22 | 1Q22 | 4Q21 | 3Q21 | |||||||||||||||||||||
| IM net income (loss) | 35,177 | (2,804) | 81,167 | 46,065 | 67,995 | (9,143) | 28,194 | 39,272 | |||||||||||||||||||||
| Adjustments: | |||||||||||||||||||||||||||||
| Interest expense (income) | 2,268 | 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 | 11,039 | 6,409 | 6,135 | 5,369 | 5,375 | 5,276 | 5,928 | 8,242 | |||||||||||||||||||||
| Compensation expense—equity-based | 17,099 | 3,898 | 6,639 | 2,654 | 3,361 | 3,191 | 2,011 | 2,046 | |||||||||||||||||||||
| Compensation expense—carried interest and incentive | 36,076 | (36,831) | 92,738 | 80,831 | 49,069 | (20,352) | 25,921 | 31,736 | |||||||||||||||||||||
| Administrative expenses—straight-line rent | (39) | 77 | 1,541 | 68 | 76 | 159 | 75 | 74 | |||||||||||||||||||||
| Administrative expenses—placement agent fee | 3,653 | — | — | — | — | — | 880 | 3,069 | |||||||||||||||||||||
| Transaction-related and restructuring charges | 3,025 | 9,682 | 8,101 | 2,317 | 4,042 | 3,942 | 2,516 | 2,627 | |||||||||||||||||||||
| Incentive/performance fee income | (79,425) | 53,887 | (176,944) | (121,698) | (110,779) | 31,119 | (5,720) | (1,313) | |||||||||||||||||||||
| Principal investment income (loss) | (1,604) | (318) | (2,072) | (1,016) | (1,016) | (17) | (31,608) | (59,196) | |||||||||||||||||||||
| Other (gain) loss, net | 3,608 | (3,082) | (248) | 110 | 424 | 3,055 | (52) | (461) | |||||||||||||||||||||
| Income tax (benefit) expense | 2,356 | 217 | 2,172 | 1,263 | 2,006 | 2,374 | 1,852 | 3,089 | |||||||||||||||||||||
| IM Adjusted EBITDA | $ | 33,233 | $ | 33,597 | $ | 21,585 | $ | 19,099 | $ | 23,124 | $ | 22,242 | $ | 32,484 | $ | 31,435 | |||||||||||||
| Exclude: Start-up FRE of certain new strategies | 1,165 | 915 | 2,643 | 2,399 | 2,335 | 2,362 | 2,306 | 2,224 | |||||||||||||||||||||
| IM FRE | $ | 34,398 | $ | 34,512 | $ | 24,228 | $ | 21,498 | $ | 25,459 | $ | 24,604 | $ | 34,790 | $ | 33,659 | |||||||||||||
| Wafra’s 31.5% ownership | — | — | — | — | (4,700) | (7,615) | (11,033) | (10,737) | |||||||||||||||||||||
| DBRG OP share of IM FRE | $ | 34,398 | $ | 34,512 | $ | 24,228 | $ | 21,498 | $ | 20,759 | $ | 16,989 | $ | 23,757 | $ | 22,922 | |||||||||||||
| 2Q23 | 1Q23 | 4Q22 | 3Q22 | 2Q22 | 1Q22 | 4Q21 | 3Q21 | ||||||||||||||||||||||
| Operating net income (loss) from continuing operations | (93,055) | (97,942) | (76,990) | (93,772) | (85,428) | (74,141) | (83,909) | (71,822) | |||||||||||||||||||||
| Adjustments: | |||||||||||||||||||||||||||||
| Interest expense | 51,285 | 59,984 | 45,222 | 40,770 | 37,233 | 36,184 | 35,144 | 29,839 | |||||||||||||||||||||
| Income tax (benefit) expense | 499 | (56) | 509 | (5) | 161 | (330) | (1,941) | 1,922 | |||||||||||||||||||||
| Depreciation and amortization | 138,209 | 134,699 | 133,269 | 130,663 | 145,817 | 122,891 | 126,436 | 120,458 | |||||||||||||||||||||
| Straight-line rent expenses and amortization of above- and below-market lease intangibles | (678) | (1,221) | (1,749) | (2,827) | (236) | (377) | 370 | 482 | |||||||||||||||||||||
| Compensation expense—equity-based | 4,926 | 5,275 | (95) | 10,852 | 752 | 752 | 1,918 | 308 | |||||||||||||||||||||
| Installation services | — | — | — | — | — | — | 2,097 | (4,058) | |||||||||||||||||||||
| Transaction-related and restructuring charges | 1,328 | 184 | 1,574 | 1,105 | 2,400 | 4,636 | 3,188 | 4,042 | |||||||||||||||||||||
| Other gain/loss, net | (344) | (1,769) | (3,188) | 4,418 | 534 | (956) | 1,226 | (285) | |||||||||||||||||||||
| Operating Adjusted EBITDA | $ | 102,170 | $ | 99,154 | $ | 98,552 | $ | 91,204 | $ | 101,233 | $ | 88,659 | $ | 84,529 | $ | 80,886 | |||||||||||||
DigitalBridge | Supplemental Financial Report | 22 | ||||||||||
| Reconciliations of DE and Adjusted EBITDA to Net Income (Loss) | ||
| ($ in thousands) | 2Q23 | 1Q23 | 4Q22 | 3Q22 | 2Q22 | 1Q22 | 4Q21 | 3Q21 | |||||||||||||||||||||
| Net income (loss) attributable to common stockholders | $ | (22,411) | $ | (212,473) | $ | (19,356) | $ | (63,273) | $ | (37,321) | $ | (262,316) | $ | (20,686) | $ | 41,036 | |||||||||||||
| Net income (loss) attributable to noncontrolling common interests in Operating Company | (1,745) | (16,662) | (1,583) | (4,834) | (3,090) | (22,862) | (1,946) | 4,311 | |||||||||||||||||||||
| Net income (loss) attributable to common interests in Operating Company and common stockholders | (24,156) | (229,135) | (20,939) | (68,107) | (40,411) | (285,178) | (22,632) | 45,347 | |||||||||||||||||||||
| Adjustments for Distributable Earnings (DE): | |||||||||||||||||||||||||||||
| Transaction-related and restructuring charges | 7,823 | 18,391 | 23,772 | 23,249 | 29,300 | 24,668 | 29,977 | 19,501 | |||||||||||||||||||||
| Other (gain) loss, net (excluding realized gain or loss related to digital assets and fund investments in Corporate and Other) | (15,990) | 141,229 | (16,050) | (7,211) | 15,134 | 130,224 | (52,611) | 11,319 | |||||||||||||||||||||
| Unrealized carried interest allocation, net of associated compensation expense | (43,791) | 18,240 | (70,541) | (1,228) | (58,775) | 13,078 | (7,375) | (27,953) | |||||||||||||||||||||
| Compensation expense - equity-based | 25,937 | 16,339 | 7,549 | 18,619 | 9,344 | 18,720 | 19,416 | 9,038 | |||||||||||||||||||||
| Depreciation and amortization | 149,263 | 141,220 | 148,508 | 146,810 | 153,548 | 130,597 | 145,031 | 137,602 | |||||||||||||||||||||
| Straight-line rent revenue and expense | (1,860) | (1,727) | (7,063) | (8,895) | (2,956) | (2,548) | (1,986) | (1,925) | |||||||||||||||||||||
| Amortization of acquired above- and below-market lease values, net | 370 | 26 | 100 | 80 | (10) | (248) | (333) | (172) | |||||||||||||||||||||
| Impairment loss | — | — | — | — | 12,184 | 23,802 | (40,732) | (8,210) | |||||||||||||||||||||
| Gain from sales of real estate | — | — | — | — | — | — | (197) | (514) | |||||||||||||||||||||
| Non-revenue enhancing capital expenditures | (8,284) | (8,564) | (14,774) | (10,992) | (13,377) | (1,372) | (1,097) | (1,349) | |||||||||||||||||||||
| Finance lease interest expense, debt prepayment penalties and amortization of deferred financing costs, debt premiums and discounts | 7,578 | 15,523 | 5,572 | 5,627 | 5,238 | 98,465 | 36,685 | 7,651 | |||||||||||||||||||||
| Preferred share redemption (gain) loss | (927) | — | — | — | — | — | 2,127 | 2,865 | |||||||||||||||||||||
| Income tax effect on certain of the foregoing adjustments | — | — | 55 | — | — | (589) | 8,195 | 1,663 | |||||||||||||||||||||
| Adjustments attributable to noncontrolling interests in investment entities | (88,604) | (118,563) | (69,810) | (136,338) | (91,676) | (132,237) | (105,150) | (83,074) | |||||||||||||||||||||
| DE from discontinued operations | 2,653 | 3,656 | (4,772) | 70,721 | (16,940) | (22,446) | (20,954) | (116,675) | |||||||||||||||||||||
| After-tax DE | $ | 10,012 | $ | (3,365) | $ | (18,393) | $ | 32,335 | $ | 603 | $ | (5,064) | $ | (11,636) | $ | (4,886) | |||||||||||||
DigitalBridge | Supplemental Financial Report | 23 | ||||||||||
| Reconciliations of DE and Adjusted EBITDA to Net Income (Loss) | ||
| ($ in thousands) | 2Q23 | 1Q23 | 4Q22 | 3Q22 | 2Q22 | 1Q22 | 4Q21 | 3Q21 | |||||||||||||||||||||
| After-tax DE | $ | 10,012 | $ | (3,365) | $ | (18,393) | $ | 32,335 | $ | 603 | $ | (5,064) | $ | (11,636) | $ | (4,886) | |||||||||||||
| Interest expense included in DE | 10,130 | 12,549 | 13,756 | 16,348 | 14,142 | 13,280 | 13,775 | 14,160 | |||||||||||||||||||||
| Income tax expense (benefit) included in DE | 2,825 | 1,092 | 30,616 | (7,839) | (2,662) | (6,849) | 631 | (12,638) | |||||||||||||||||||||
| Preferred dividends | 14,675 | 14,676 | 14,765 | 15,283 | 15,759 | 15,759 | 16,139 | 17,456 | |||||||||||||||||||||
| Principal Investment Income (Loss) | — | (277) | (1,860) | (9,303) | — | (58) | (157) | (198) | |||||||||||||||||||||
| Placement fee expense | 3,653 | — | — | — | — | — | 603 | 2,102 | |||||||||||||||||||||
| Realized carried interest (allocation) reversal, net of associated compensation (expense) reversal | 883 | (243) | (12,377) | (20,258) | — | 1,172 | (1,092) | (7) | |||||||||||||||||||||
| Investment costs and non-revenue enhancing capital expenditures in DE | 706 | 1,194 | 1,252 | 2,531 | 3,086 | 2,023 | 2,463 | 1,402 | |||||||||||||||||||||
| Non pro-rata allocation of income (loss) to noncontrolling interests | — | — | — | — | — | 231 | 231 | 231 | |||||||||||||||||||||
| Adjusted EBITDA | $ | 42,884 | $ | 25,626 | $ | 27,759 | $ | 29,097 | $ | 30,928 | $ | 20,494 | $ | 20,957 | $ | 17,622 | |||||||||||||
DigitalBridge | Supplemental Financial Report | 24 | ||||||||||
| Definitions | ||
Assets Under Management (“AUM”)
Assets owned by the Company’s balance sheet and assets for which the Company and its affiliates provide investment management services, including assets for which the Company may or may not charge management fees and/or performance allocations. Balance sheet AUM is based on the undepreciated carrying value of digital investments and the impaired carrying value of non digital investments as of the report date. Investment management AUM is based on the cost basis of managed investments as reported by each underlying vehicle as of the report date. AUM further includes uncalled capital commitments, but excludes DBRG OP’s share of non wholly-owned real estate investment management platform’s AUM. The Company's calculations of AUM may differ from the calculations of other asset managers, and as a result, this measure may not be comparable to similar measures presented by other asset managers.
Contracted Revenue Growth (“Bookings”)
The Company defines Bookings as either (1) a new data center customer contract for new or additional services over and above any services already being provided as well as (2) an increase in contracted rates on the same services when a contract renews. In both instances a booking is considered to be generated when a new contract is signed with the recognition of new revenue to occur when the new contract begins billing.
Churn
The Company calculates Churn as the percentage of MRR lost during the period divided by the prior period’s MRR. Churn is intended to represent data center customer contracts which are terminated during the period and not renewed.
DigitalBridge Operating Company, LLC (“DBRG OP”)
The operating partnership through which the Company conducts all of its activities and holds substantially all of its assets and liabilities. DBRG OP share excludes noncontrolling interests in investment entities.
Fee-Earning Equity Under Management (“FEEUM”)
Equity for which the Company and its affiliates provides investment management services and derives management fees and/or performance allocations. FEEUM generally represents the basis used to derive fees, which may be based on invested equity, stockholders’ equity, or fair value pursuant to the terms of each underlying investment management agreement. The Company's calculations of FEEUM may differ materially from the calculations of other asset managers, and as a result, this measure may not be comparable to similar measures presented by other asset managers.
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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