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United States securities and exchange commission logo
August 30, 2023
Jacky Wu
Chief Financial Officer
DigitalBridge Group, Inc.
750 Park of Commerce Drive
Suite 210
Boca Raton, FL 33487
Re: DigitalBridge
Group, Inc.
Form 10-K for the
Fiscal Year Ended December 31, 2022
Filed February 27,
2023
Form 10-Q for the
Quarterly Period Ended June 30, 2023
Filed August 4,
2023
File No. 001-37980
Dear Jacky Wu:
We have limited our review of your filing to the financial
statements and related
disclosures and have the following comments. In some of our comments, we
may ask you to
provide us with information so we may better understand your disclosure.
Please respond to these comments within ten business days by
providing the requested
information or advise us as soon as possible when you will respond. If
you do not believe our
comments apply to your facts and circumstances, please tell us why in
your response.
After reviewing your
response to these comments, we may have additional comments.
Form 10-K for the Fiscal Year Ended December 31, 2022
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations
Results of Operations, page 44
1. We note you have
identified multiple factors that impact your operating results but it does
not appear that you
have separately quantified each factor. For example purposes only, we
note your disclosure
that the increase in depreciation and amortization can be attributed to
real estate and
intangible assets acquired, accelerated amortization of lease intangibles in
connection with an
early lease termination in the Vantage SDC portfolio, and that the
increase was offset by
accelerated amortization recognized in the first quarter of 2021 on a
trade name intangible
in anticipation of the Company's name change in June 2021 and a
decrease in
amortization expense on lease intangibles following the expiration of short
Jacky Wu
DigitalBridge Group, Inc.
August 30, 2023
Page 2
term leases in your colocation data center business. When there are
multiple factors
impacting your operating results, please revise your disclosures to
separately quantify the
impact from each factor.
Non-GAAP Supplemental Financial Measures, page 52
2. We note your presentation of Distributable Earnings, after tax
attributable to Operating
Company, Adjusted EBITDA attributable to Operating Company, Investment
Management Adjusted EBITDA, and Investment Management FRE -
attributable to
Operating Company. Please tell us and revise your disclosure to
provide a more robust
discussion of the design and purpose of these measures and of the
reasons you believe
adjusting your GAAP performance measure to include or exclude the
reconciling items
provides useful information to investors. In this regard, please
consider providing
sufficient detail for an investor to understand why each reconciling
item is necessary. In
addition, please clarify for us and in your filing the nature of the
adjustment for incentive
fee and carried interest, net of associated compensation expense to
arrive at Investment
Management Adjusted EBITDA.
Form 10-Q for the Quarterly Period Ended June 30, 2023
Item 1. Financial Statements, page 4
3. Please tell us why you believe it is appropriate to include your
supplemental schedule to
the consolidated balance sheets and supplemental schedule to the
consolidated statements
of operations in the Financial Statements section, rather than in the
footnotes with other
segment disclosures. Within your response, please reference the
authoritative literature
you relied upon.
In closing, we remind you that the company and its management are
responsible for the
accuracy and adequacy of their disclosures, notwithstanding any review,
comments, action or
absence of action by the staff.
You may contact Babette Cooper at 202-551-3396 or Jennifer Monick at
202-551-3295,
with any questions.
FirstName LastNameJacky Wu Sincerely,
Comapany NameDigitalBridge Group, Inc.
Division of
Corporation Finance
August 30, 2023 Page 2 Office of Real
Estate & Construction
FirstName LastName