UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
Amendment No. 1 to
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): November 1, 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. | ☐ | ||||||||||
EXPLANATORY NOTE
The registrant is furnishing this Amendment No. 1 to its Current Report on Form 8-K filed on November 1, 2023 (the Original Form 8-K) to furnish an updated slide number 5 of Exhibit 99.1 of the Original Form 8-K to correct amounts previously reported for weighted average number of shares–diluted, income (loss) from continuing operations per common share—diluted, and net income (loss) attributable to common stockholders per common share—diluted for the three months ended September 30, 2023; the corrected amounts are 173,862,000 shares, $1.49, and $1.48, reflecting a decrease of 11,316,000 shares, and increases of $0.09 and $0.09, respectively. This Amendment No. 1 is solely to furnish the updated slide number 5 of Exhibit 99.1 of the Original Form 8-K to correct the above amounts. No other changes have been made to the Original Form 8-K.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits. The following exhibits are being filed with this Current Report on Form 8-K/A.
| Exhibit No. | Description | |||||||
| 99.1 | ||||||||
| 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: | November 2, 2023 | DIGITALBRIDGE GROUP, INC. | |||||||||
| By: | /s/ Jacky Wu | ||||||||||
| Jacky Wu | |||||||||||
| Executive Vice President and Chief Financial Officer and Treasurer | |||||||||||
5 DIGITALBRIDGE THIRD QUARTER 2023 GAAP RESULTS Three Months Ended September 30, 2023 2022 Revenues Fee income $ 65,240 $ 41,263 Carried interest allocation (reversal) 168,891 121,698 Principal investment income (loss) 17,943 11,531 Property operating income 214,058 244,336 Other income 10,948 11,024 Total revenues 477,080 429,852 Expenses Property operating expense 94,481 105,987 Interest expense 49,894 53,032 Investment expense 5,728 9,510 Transaction-related costs 896 3,879 Placement fees 15 — Depreciation and amortization 128,000 145,594 Compensation expense Compensation expense - cash and equity-based 74,714 65,544 Compensation expense (reversal) - carried interest and incentive fee 72,865 80,831 Administrative expenses 24,077 29,909 Total expenses 450,670 494,286 Other income (loss) Other gain (loss), net 254,827 25,908 Income (loss) before income taxes 281,237 (38,526) Income tax benefit (expense) 143 7,841 Income (loss) from continuing operations 281,380 (30,685) Income (loss) from discontinued operations (2,603) (90,302) Net income (loss) 278,777 (120,987) Net income (loss) attributable to noncontrolling interests: Redeemable noncontrolling interests 132 (6,442) Investment entities (17,746) (60,623) Operating Company 19,918 (4,834) Net income (loss) attributable to DigitalBridge Group, Inc. 276,473 (49,088) Preferred stock redemption — (1,098) Preferred stock dividends 14,645 15,283 Net income (loss) attributable to common stockholders $ 261,828 $ 63,273) Income (loss) per share—basic Income (loss) from continuing operations per share—basic $ 1.61 $ 0.07 Net income (loss) attributable to common stockholders per share—basic $ 1.60 $ (0.39) Income (loss) per share—diluted Income (loss) from continuing operations per share—diluted $ 1.49 $ 0.07 Net income (loss) attributable to common stockholders per share—diluted $ 1.48 $ (0.39) Weighted average number of shares Basic 160,564 162,398 Diluted 173,862 162,398 CONSOLIDATED STATEMENT OF OPERATIONS (In thousands, except per share data, unaudited)