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): February 20, 2024
| (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 February 20, 2024, DigitalBridge Group, Inc. (the “Company”) issued an earnings release and detailed presentation announcing its financial position as of December 31, 2023 and its financial results for the quarter and full year ended December 31, 2023. A copy of the earnings release is attached as Exhibit 99.1 to this Current Report on Form 8-K.
On February 20, 2024, the Company also made available a Supplemental Financial Disclosure Presentation for the quarter ended December 31, 2023. 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 February 20, 2024 | ||||||||
| Supplemental Financial Disclosure Presentation for the quarter ended December 31, 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: | February 20, 2024 | DIGITALBRIDGE GROUP, INC. | |||||||||
| By: | /s/ Jacky Wu | ||||||||||
| Jacky Wu | |||||||||||
| Executive Vice President, Chief Financial Officer and Treasurer | |||||||||||
1 EARNINGS PRESENTATION 4Q 2023 February 20, 2024
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, difficult market and political conditions, including those resulting from supply chain difficulties, inflation, higher interest rates, a general economic slowdown or a recession; our ability to raise capital from investors for our Company, our funds and the companies that we manage; the performance of our funds and investments relative to our expectations and the highly variable nature of our revenues, earnings and cash flow; our exposure to risks inherent in the ownership and operation of infrastructure and digital infrastructure assets, including our reliance on third-party suppliers to provide power, network connectivity and certain other services to our managed companies; our exposure to business risks in Europe, Asia, Latin America and other foreign markets; our ability to increase assets under management and expand our existing and new investment strategies while maintaining consistent standards and controls; our ability to appropriately manage conflicts of interest; our ability to expand into new investment strategies, geographic markets and businesses, including through acquisitions in the infrastructure and investment management industries; the impact of climate change and regulatory efforts associated with environmental, social and governance matters; our ability to maintain effective information and cybersecurity policies, procedures and capabilities and the impact of any cybersecurity incident affecting our systems or network or the system and network of any of our managed companies or service providers; the ability of our portfolio companies to attract and retain key customers and to provide reliable services without disruption; any litigation and contractual claims against us and our affiliates, including potential settlement and litigation of such claims; our ability to obtain and maintain financing arrangements, including securitizations, on favorable or comparable terms or at all; the general volatility of the securities markets in which we participate; the market value of our assets and effects of hedging instruments on our assets; the impact of legislative, regulatory and competitive changes, including those related to privacy and data protection and new Securities and Exchange Commission (“SEC”) rules governing investment advisers; 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; changes in our board of directors or management team, and availability of qualified personnel; our ability to make or maintain distributions to our stockholders; 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, 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 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 contains the following non-GAAP financial measures attributable to the Operating Company: Distributable Earnings (“DE”) and Adjusted Earnings before Interest, Taxes, Depreciation and Amortization (“Adjusted EBITDA”) on a Company-wide basis, and specific to the Company's Investment Management segment, Fee Related Earnings (“FRE”) and FRE before the effects of new investment strategies, as represented by Investment Management Adjusted EBITDA. DE and FRE are the most common metrics utilized in the investment management sector. The Company believes these non-GAAP financial measures supplement and enhance the overall understanding of its underlying financial performance and trends, and facilitate comparison among current, past and future periods and to other companies in similar lines of business. The Company uses these non-GAAP financial measures in evaluating the Company’s ongoing business performance and in making operating decisions. For the same reasons, the Company believes these non-GAAP measures are useful to the Company’s investors and analysts. As the Company evaluates profitability based upon continuing operations, these non-GAAP measures exclude results from discontinued operations. These non-GAAP financial measures should be considered as a supplement to and not an alternative or in lieu of GAAP net income (loss) as measures of operating performance, or to cash flows from operating activities as indicators of liquidity. The Company's 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 fully comparable to those calculated by the Company's peers. In evaluating the information presented throughout this presentation, 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. This presentation also includes forward-looking guidance for certain non-GAAP financial measures, including FRE / Adjusted EBITDA. 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 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. Distributable Earnings (“DE”): DE generally represents the net realized earnings of the Company and is an indicative measure used by the Company to assess ongoing operating performance and in making decisions related to distributions and reinvestments. Accordingly, we believe DE provides investors and analysts transparency into the measure of performance used by the Company in its decision making. DE reflects the ongoing operating performance of the Company’s core business by generally excluding non-cash expenses, income (loss) items that are unrealized and items that may not be indicative of core operating results. This allows the Company, and its investors and analysts to assess its operating results on a more comparable basis period-over-period. DE is calculated as an after-tax measure that differs from GAAP net income (loss) from continuing operations as a result of the following adjustments to net income (loss): transaction-related costs; restructuring charges; other gain (loss); unrealized principal investment income (loss); non-cash depreciation and amortization expense, non-cash impairment charges (if any); amortization of deferred financing costs, debt premiums and discounts; our share of unrealized carried interest allocation, net of associated compensation expense; non-cash equity-based compensation costs; preferred stock redemption gain (loss); straight-line adjustment to lease income and expense. Transaction-related costs are incurred in connection with acquisitions and include costs of unconsummated transactions, while restructuring charges are related primarily to severance and retention costs. These costs, along with other gain (loss) amounts, are excluded from DE as they are related to discrete items, are not considered part of our ongoing operating cost structure, and are not reflective of our core operating performance. Other items excluded from DE are generally non-cash in nature, including income (loss) items that are unrealized, or otherwise do not represent current or future cash obligations such as amortization of deferred financing costs and straight-line lease adjustment. These items are excluded from DE as they do not contribute to the measurement of DE as a net realized earnings measure that is used in decision making related to distributions and reinvestments. Income taxes applied in the determination of DE generally represents GAAP income tax related to continued operations, and includes the benefit of deductions available to the Company on certain expense items excluded from DE (for example, equity-based compensation). As the income tax benefit arising from these excluded expense items do affect actual income tax paid or payable by the Company in any one period, the Company believes their inclusion in DE is appropriate to more accurately reflect amounts available for distribution. The items we have excluded from DE are generally consistent with the exclusions made by our peers, which we believe allows for better comparability to the DE presented by our peers. Adjusted Earnings before Interest, Taxes, Depreciation and Amortization (“Adjusted EBITDA”): Adjusted EBITDA is a supplemental measure derived from DE and generally presents the Company’s core operating performance on a pre-tax basis, based upon recurring revenues and independent of our capital structure and leverage. We believe Adjusted EBITDA is useful to investors as an indicative measure of the Company’s profitability that is recurring and sustainable and allows for better comparability of the Company’s performance relative to its peers independent of capital structure and leverage. However, because Adjusted EBITDA is calculated without the effects of certain recurring cash charges, including interest expense, preferred stock dividends, and income taxes, its usefulness as a performance measure may be limited. Adjusted EBITDA is calculated as DE adjusted to generally exclude the following items attributable to the Operating Company that are included in DE: interest expense as included in DE and income tax benefit (expense) as included in DE consistent with an EBITDA measure, preferred stock dividends, placement fee expense, and our share of incentive fees and distributed carried interest net of associated compensation expense. Items excluded from Adjusted EBITDA include preferred stock dividends as Adjusted EBITDA removes the effects to earnings associated with the Company's capital structure, and placement fees as they are inconsistent in amount and frequency depending upon timing of fundraising for our funds. Additionally, Adjusted EBITDA excludes incentive fees and distributed carried interest net of associated compensation expense to be consistent with the FRE measure for our Investment Management segment, as discussed further below. On a go-forward basis, Adjusted EBITDA will be the equivalent of Fee Related Earnings (FRE) on a company-wide basis, which differs from IM FRE as defined below. Investment Management Fee Related Earnings (“IM FRE”): Investment Management FRE is presented as Investment Management Adjusted EBITDA, further adjusted to exclude FRE associated with new investment strategies. Investment Management FRE is used to assess the extent to which direct base compensation and core operating expenses are covered by recurring fee revenues in a stabilized investment management business. Investment Management FRE is measured as recurring fee revenue that is not subject to future realization events and other income (inclusive of cost reimbursements associated with administrative expenses), net of the following: compensation expense (excluding non-cash equity-based compensation, and incentive and carried interest compensation expense), administrative expense (excluding placement fee expense and straight-line adjustment to lease expense) and FRE associated with new investment strategies. In reconciling Investment Management FRE to GAAP net income (loss), adjustments are made to first arrive at Investment Management Adjusted EBITDA, which generally excludes the following: our share of incentive fees and carried interest net of associated compensation expense; unrealized principal investment income (loss); other gain (loss); transaction-related and restructuring charges; non-cash equity-based compensation costs; straight-line adjustment to lease expense; placement fee expense; investment expense; and in line with an EBITDA measure, non-cash depreciation and amortization expense, interest expense, and income tax benefit (expense). Consistent with an FRE measure, Investment Management Adjusted EBITDA excludes incentive fees and carried interest net of associated compensation expense, as these are not recurring fee revenue and are subject to variability given that they are performance-based and/or dependent upon future realization events. In calculating Investment Management FRE which reflects the Company’s Investment Management segment as a stabilized business, Investment Management Adjusted EBITDA is further adjusted to exclude Start-Up FRE. Start-Up FRE is 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. The Company evaluates new investment strategies on a regular basis and excludes Start- Up FRE from Investment Management FRE until such time as a new strategy is determined to form part of the Company’s core investment management business. We believe that Investment Management FRE and Investment Management Adjusted EBITDA are useful measures to investors as they reflect the Company’s profitability based upon recurring fee streams that are not subject to future realization events, and without the effects of income taxes, leverage, non-cash expenses, income (loss) items that are unrealized and other items that may not be indicative of core operating results. This allows for better comparability of the profitability of the Company’s investment management business on a recurring and sustainable basis.
4 DBRG REPORTS FOURTH QUARTER 2023 RESULTS Boca Raton, February 20th, 2024 - DigitalBridge Group, Inc. (NYSE: DBRG) and subsidiaries (collectively, “DigitalBridge,” or the “Company”) today announced financial results for the fourth quarter ended December 31, 2023. The Company reported fourth quarter 2023 total revenues of $350 million, GAAP net income attributable to common stockholders of $101 million, or $0.61 per share, and Distributable Earnings of $18 million, or $0.10 per share. Common and Preferred Dividends On February 16, 2024, the Company’s Board of Directors declared a cash dividend of $0.01 per common share to be paid on April 15, 2024 to shareholders of record at the close of business on March 31, 2024; 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 April 15, 2024 to the respective stockholders of record on April 10, 2024. Fourth Quarter 2023 Conference Call The Company will conduct an earnings conference call and presentation to discuss the fourth quarter 2023 financial results on Tuesday, February 20, 2024, at 8:00 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 February 21, 2024, at 9:00 a.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 had a strong finish to 2023 with the best quarter in investment management fees and fee-related earnings since we assumed leadership at DigitalBridge. Following the successful deconsolidation of our Operating segment in the fourth quarter, today we are a simple, profitable, and fast- growing alternative asset manager, well-positioned to continue scaling our platform in 2024 to meet the AI-led demand for digital infrastructure. Marc Ganzi Chief Executive Officer “ ”
5 DIGITALBRIDGE FOURTH QUARTER 2023 and 2022 GAAP RESULTS CONSOLIDATED STATEMENT OF OPERATIONS (In thousands, except per share data, unaudited)
6 AGENDA BUSINESS UPDATESE CT IO N 1 FINANCIAL RESULTSSE CT IO N 2 SE CT IO N 3 EXECUTING THE DIGITAL PLAYBOOK
7 1 BUSINESS UPDATE
8 2023 – DELIVERY ACROSS ‘THE 3 THINGS THAT MATTER’ Strong Growth in 2023 Fundraising, M&A, and FEEUM activation drove financial performance +59% Fee Revenue growth YoY +64% IM Segment FRE YoY New Capital Formation +$7.7(1) Billion in total new capital across DBP Series, Co-invest, and new strategies since January 2023 Inaugural Credit strategy formed with $1B+ in cumulative capital commitments Portfolio Company Performance Strong organic growth Resilience of asset class Early Impact of GenAI Demand Record growth in pipeline and data center leasing Multi-billion greenfield capex successfully executed…and set to continue in 2024 SIMPLIFY DigitalBridge completed its multi-year transition to a simple, profitable, and fast-growing alternative asset manager dedicated to digital infrastructure while delivering persistent growth in fundraising and financial performance Deconsolidation Successful deconsolidation of DataBank and Vantage SDC Operating assets Process unlocked $471M in proceeds Balance sheet de-levered by > $5B Financial Reporting Alignment with our Alt Mgmt peers, including enhanced returns disclosure NEW – Operating segment moves to Disc.Ops, clean financials UPCOMING – Simplified segment reporting FUNDRAISE PERFORM (1) Inclusive of all capital committed to DigitalBridge managed investment vehicles in 2023 and 2024 YTD, measured as of February 19, 2024.
9 $24.8 $32.5 $35.3 $16.9 $19.4 $21.6 $8.8 $8.9 $7.3 $8.7 $9.2 $2.2 $3.6 $4.0 $1.5 $1.6 $1.1 $52.8 $74.6 $80.1 4Q22 3Q23 4Q23 $11.2 $11.3 $12.9 $6.5 $8.5 $9.6 $5.1 $5.1 $2.5 $2.4 $2.4 $2.0 $2.6 $2.7 $22.2 $29.9 $32.8 4Q22 3Q23 4Q23 FUNDRAISING AND INFRABRIDGE DROVE STRONG GROWTH Fee-Earning Equity Under Management (FEEUM) increased $10.6B, or 47% YoY, to $32.8B as of December 31, 2023, powered by organic capital formation and contribution from the InfraBridge acquisition. DBP Series Co-Invest Permanent Capital Vehicles Core, Liquid, Credit AUMFEEUM InfraBridge +47% YoY Growth +52% YoY GrowthFEEUM growth is Key Revenue and Earnings Driver (1) Representative of Digital Segment only for 4Q22. DBRG Balance Sheet ($ in Billions) ($ in Billions) (1) (1)
10 $3.1 $1.7 NEW CAPITAL FORMATION Despite a historically challenging fundraising environment, DigitalBridge has raised over $7.7B in new fee- earning equity since January 2023(1) $2.3B raised since last earnings presentation, including $0.8B YTD, led by commitments to the latest DBP Series Inaugural DBRG credit strategy completed successful fundraise, with $1.1B in cumulative capital commitments (1) Inclusive of all capital committed to DigitalBridge managed investment vehicles during the 2023 and 2024 reporting cycles, measured as of February 24, 2023 and February 19, 2024, respectively. 2023(1) $7.7 ($ in Billions; cumulative) DBP Series Co-Invest Core, Credit, Liquid $6.9B Thru 12/31 2022(1) $4.8 +60% Growth $9.5 $6.5 2023 Guidance Range $126B $121B $148B $176B $79B 2019 2020 2021 2022 2023 Global Infrastructure Fundraising Source: Preqin January 2024 -55% $3.2 $3.5 $0.9
11 $183M $144M $128M $434M $103M SIMPLIFY – SUCCESSFUL OPERATING SEGMENT DECONSOLIDATION DigitalBridge completed the deconsolidation of its Operating segment in 2023, harvesting over $400M in profits for DBRG shareholders in the process, while significantly de-levering its balance sheet by over $5 billion(1). (1) Consolidated debt as of 6/30/2023 was ~$5.5 billion. (2) Net of syndications. (3) Represents the net difference between the reported Pre-Transaction Net Equity Value and the Remaining Fair Market Value. Net fundings and other deal-related expenses account for the bulk of the difference between Total Net Cash Proceeds and Monetized Value. (4) As of 12/31/2023 and representative of the DBRG balance sheet ownership position in Databank, does not reflect other investors returns. (5) Represents principal balance and excludes debt issuance costs, discounts and premiums. SIGNIFICANT VALUE CREATED FOR SHAREHOLDERS, WITH CAPITAL RECYCLED BACK TO DBRG… Invested Capital DBRG Value Creation Remaining Net Equity Value Pre-Recap Net Equity Value Monetized Value(3) MOIC for DBRG Shareholders at Current Fair Value (4)35% IRR(4) 2.2x Initial Investment zColo Net Funding(2) Capex/M&A As of 3Q23 FV Accretion $5.5B $0.4B $1,000M $378M 6/30/23 12/31/23 =93% Reduction Consolidated Debt(5) DBRG Pro-Rata Debt …WHILE DE-LEVERAGING THE BALANCE SHEET $439M $905M ($471M) $537M $466M
12 ($ in Millions) Consolidated Balance Sheet Assets 12/31/22 12/31/23 Cash and Cash Equivalents 856$ 345$ Restricted Cash 5 5 Investments 1,237 2,476 Goodwill 298 466 Intangible Assets 86 104 Other Assets 81 79 Due From Affiliates 45 86 Assets of Discontinued Operations 8,421 2 Total Assets 11,029$ 3,563$ Liabil ities Debt 569$ 372$ Other Liabilities 534 681 Liabilities of Discontinued Operations 5,355 0 Total Liabil ities 6,458$ 1,053$ Redeemable noncontrolling interests 101 18 Noncontrolling interests in investment entities 2,744 605 Noncontrolling interests in Operating Company 65 75 Total Stockholders' Equity 1,661 1,811 Total Equity 4,570$ 2,509$ Total Liabil ities and Equity 11,029$ 3,563$ SIMPLIFY – DECONSOLIDATING THE BALANCE SHEET The successful deconsolidation of our Operating segment in 4Q23 resulted in a substantial simplification of our balance sheet, including a significant reduction in our consolidated debt. Key Takeaways Operating Transitions to Investments Former Operating segment assets, DataBank and Vantage SDC, now carried under ‘Investments’ on the balance sheet. Deleveraging Includes $5.1 billion of non-recourse investment level debt deconsolidated since June 2023 Simplify Complexity of balance sheet significantly reduced with removal of operating assets, facilitating investor analysis and peer comparability. (1) (1) As a result of the deconsolidation of the former operating segment, the 12/31/22 balance sheet has been recast to move subject Assets and Liabilities to discontinued operations
13 PORTFOLIO PERFORMANCE Powerful secular tailwinds, driving demand for compute and connectivity, continue to underpin positive performance across our diversified global portfolio. Ultimately portfolio performance drives returns. (1) The Company defines Monthly Recurring Revenue “MRR”, as revenue from ongoing services that is generally fixed in price and contracted for longer than 30 days. Excludes companies for which comparable data was not yet available. 4Q234Q22 TOWER PORTFOLIO SMALL CELLS/EDGE FIBER PORTFOLIO DATA CENTER PORTFOLIO 24.8% 5.7%6.7% Monthly Recurring Revenue ($)(1) 2.8% *Select logos above, not fully inclusive of DBRG portfolio companies or MRR statistics shown on this page.
14 2 FINANCIAL RESULTS
15 $250M $311M 4Q22 4Q23 $52.8B $80.1B 4Q22 4Q23 $22.2B $32.8B 4Q22 4Q23 $24.2M $39.8M 4Q22 4Q23 $45.3M $72.2M 4Q22 4Q23 Distributable Earnings DIGITALBRIDGE’S FOURTH QUARTER 2023 HIGHLIGHTS – KEY METRICS Fee Revenue – IM Segment IM FRE FEEUM AUM Run-Rate Fee Revenue 59% 64% 47% 52% 24% -$22.3M $17.9M 4Q22 4Q23
16 FOURTH QUARTER 2023 HIGHLIGHTS & KPIs At share, DBRG shareholder metrics for the quarter ended December 31, 2023: Fee Revenue in the investment management segment was $72.2 million, up 59% year-over-year. Fee Related Earnings in the investment management segment (IM FRE) were $39.8 million, up 64% year-over-year. Distributable Earnings (DE) attributable to DBRG shareholders were $17.9 million, driven by increased IM FRE in the investment management platform. Financial Highlights Assets Under Management (AUM) of $80.1 billion, up 52% year-over-year. Fee Earning Equity Under Management (FEEUM) of $32.8 billion, up 47% year-over-year. New Capital Raised of $7.7(1) billion since January 1, 2023, driven principally by initial commitments to the latest DBP Series. Run-Rate Fee Revenue of $311 million, as of December 31, 2023. Capital Metrics Liquidity as of December 31, 2023 was $475 million, including full availability on the Company’s $300 million VFN. Debt Reduction $2.8 billion reduction in consolidated debt resulting from Vantage SDC deconsolidation, $368 million reduction in DBRG at-share debt. Capital Allocation Included funding of GP commitments during the quarter of $50+ million. Regular Dividend of $0.01 per share of common stock was declared for the quarter. Corporate (1) Inclusive of all capital committed to DigitalBridge managed investment vehicles in 2023 and 2024 YTD, measured as of February 19, 2024.
17 TOTAL COMPANY 4Q22 4Q23 % Change YOY FY 2022 FY 2023 % Change YOY Fee Revenue $44.3 $74.0 +67% $172.7 $264.1 +53% Carried Interest (realized and unrealized) 176.9 169.7 (4%) 378.3 363.1 (4%) Principal Investment Income 22.3 93.5 +319% 56.7 145.4 +156% Interest & Other Income 27.5 13.1 (53%) 87.0 48.7 (44%) Consolidated Revenues $271.0 $350.3 +29% $694.8 $821.4 +18% DBRG Pro Rata Share of Revenues $199.0 $340.6 +71% $471.9 $718.4 +52% Adjusted EBITDA $17.0 $32.0 +88% $53.6 $103.6 +93% Distributable Earnings (DE) ($22.3) $17.9 n/a ($14.0) $48.6 n/a Distributable Earnings / Share ($0.13) $0.10 n/a ($0.08) $0.28 n/a Growth in the Investment Management business, notably Fee Revenue, continued to drive profitability, with Adjusted EBITDA and Distributable Earnings both up substantially YoY for the fourth quarter and full year 2023. CONSOLIDATED RESULTS (NON-GAAP) Note: All $ in millions As a result of the deconsolidation of the Operating segment, Operating results have been moved to discontinued operations; FY 2023 and FY 2022 results have been recast to reflect this change.
18 INVESTMENT MANAGEMENT 4Q22 4Q23 % Change YOY FY 2022 FY 2023 % Change YOY Fee Revenue, excluding incentive fees $45.3 $72.2 +59% $176.1 $264.0 +50% Other Income 0.5 5.3 +898% 1.7 7.3 +329% G&A (21.6) (37.7) +75% (82.0) (133.3) +63% Minority Holder Allocation of Adjusted EBITDA – – - (12.3) – (100%) Fee Related Earnings (IM FRE) $24.2 $39.8 +64% $83.5 $137.9 +65% IM FRE Margin 53.5% 55.1% 47.4% 52.2% Distributable Earnings Adjustments Realized Carried Interest (Loss) 12.4 0.6 (95%) 31.5 27.9 (12%) Realized Principal Investment Income (Loss) – – -- – – N/A Other IM Expenses & Taxes (6.8) (1.3) (81%) (27.0) (17.5) (35%) IM Segment Distributable Earnings (IM DE) $29.8 $39.1 +31% $88.0 $148.3 +69% (1) During 4Q23, Fee Revenue increased 59% YoY driven by increased FEEUM from new commitments to the latest DBP series and the InfraBridge acquisition. FRE and segment-level distributable earnings increased 64% and 31%. INVESTMENT MANAGEMENT RESULTS (NON-GAAP) Note: All $ in millions (1) G&A excludes start-up FRE costs associated with new strategies, which is captured in Other IM Expenses & Taxes. (2) IM FRE does not include net corporate overhead expenses captured in ‘Corporate & Other EBITDA’ as presented in DBRG’s supplemental financial statements, which were $4.6 million and $7.3 million, respectively for 4Q22 and 4Q23. Incorporating these costs may enhance investor’s evaluation of corporate profitability as DBRG moves closer to simplified segment reporting following deconsolidation of its Operating Segment. (1) (2) (2)
19 % Change YoY4Q234Q22Carried Interest Detail $169.7$147.9Unrealized Carried Interest – Income 2.229.0 Realized Carried Interest – Income (3%)$171.9 $176.9 Carried Interest – Income (as reported on GAAP Income Statement) ($112.3) ($78.4)Unrealized Carried Interest – Compensation Expense (1.6) (14.3) Realized Carried Interest – Compensation Expense 23%($113.9)($92.7)Carried Interest – Compensation Expense (31%)$58.0$84.2Net Carried Interest (Unrealized and Realized)(2) INVESTMENT MANAGEMENT SEGMENT DETAIL (NON-GAAP) 4Q234Q22Other IM Expenses Detail ($0.5)($2.6)Startup Costs / New Product G&A ($0.0)$0.0Placement Fees $0.6$0.3Other, at-share ($2.3)($2.3)Allocated Securitization Interest $0.9($2.2)Income Tax Benefit (expense) ($1.3)($6.8)Total Other IM Expenses, net DBRG accrued Net Carried Interest of $58 million in 4Q23, driven principally by uplift in the value of several of its data center platforms, including DataBank and Switch. Other IM Expenses declined YoY. (1) Represents incentive fee realized in the quarter (2) Net Carried Interest represents GAAP consolidated amount before non-controlling interest share of carried interest (consisting of legacy ownership and Wafra). (1) (1)
20 $311M Run Rate Fee Revenue INVESTMENT MANAGEMENT GROWTH 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. See definition of Run Rate Fee Revenue at end of this presentation DBRG SHARE EXCLUDES 31.5% MINORITY INTEREST FOR PERIODS PRIOR TO MAY 2022 CONVERSION EXCLUDES 1X ITEMS 4Q Annualized Fee Revenue increased 60% YoY driven by activation of FEEUM associated with the first closing of the latest DBP Series strategy in November 2023. Annualized Fee Revenue Annualized IM Segment FRE $106M $120M $148M $182M $181M $237M $266M $264M $289M $60M $73M $83M $100M $97M $138M $138M $125M $159M 4Q21 1Q22 2Q22 3Q22 4Q22 1Q23 2Q23 3Q23 4Q23
21 BALANCE SHEET PROFILE – NOW SIMPLE TO EVALUATE Key Corporate Assets Equity Investments (At Share) $317GP Affiliated Investment in DBP Series 342GP Affiliated Investments - Other & Warehoused Investments (Credit, Core, InfraBridge, Liquid, Ventures) 669GP Affiliated Investment in DataBank and Vantage SDC $1,327Equity Investments Total (At Share) 175Corporate Cash $1,502Key Corporate Assets $475Current Liquidity (Corporate Cash + VFN/Revolver Availability) Key Corporate Liabilities Primary assets are equity investments where we deploy capital alongside our LPs in commingled and single asset investment vehicles. DigitalBridge maintains strong liquidity and has significantly de-levered its balance sheet. All figures as of 12/31/23, unless otherwise noted, $ in millions Corporate Debt 5.8%$78Exchangeable Notes, 2025 3.9%$300Securitized Notes n/a-Revolver (VFN; $300M Available) 4.3%$378Total Corporate Debt 7.1%$822Preferred Stock Blended Avg. Cost12/31/2023 Deconsolidation has resulted in a simple capital structure
22 2024E Range 2023A ResultsMillions of $, except as noted. Actual results $36-$38B$33BEnding FEEUM $335-360M +32% midpoint $264MFee Revenue $150-165M +51% midpoint $104MFee Related Earnings (FRE)(1)/ Adjusted EBITDA GUIDANCE - ALIGNING WITH OUR ALT MGMT PEERS 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. The Company undertakes no obligation to provide updated projections on a quarterly or other basis. Assumptions / Notes on Guidance Ending FEEUM - New Capital Formation of $7B offset by expected realizations from DBP I / DBP II Fee Revenue – Growth driven by new FEEUM activation (organic capital formation, no M&A); 2024E includes $40M of Catch-Up Fees Fee Related Earnings (FRE)(1) – FRE includes corporate overhead; 2024E includes $40M of Catch-Up Fees With the transition completed, DigitalBridge is aligning guidance practices with its alternative asset manager peer set, focusing principally on growth and profitability over a 3-5 year cycle. This updated approach will be outlined at Investor Day in May 2024. However, on a 1x basis, recognizing the significant change in the company’s financial profile following deconsolidation, we are providing indicative 2024 guidance for selected key metrics to facilitate investor analysis. Additionally, Fee-Related Earnings incorporates Corporate Overhead, consistent with our simplified Income Statement. Note: Guidance figures do not assume any contributions from incentive fees, carried interest and principal investment income (1) FRE is calculated on a company-wide basis and is not the equivalent of IM FRE which is a measure limited only to the IM reportable segment. FRE on a company-wide basis is the equivalent of Adjusted EBITDA on a company-wide basis as currently defined. Adjusted EBITDA is defined on page 3 of this presentation.
23 3 EXECUTING THE DIGITAL PLAYBOOK 2024 WHAT MATTERS?
24 SCALING OUR PLATFORM With our transformation complete, the 2024 Business Plan is focused on building momentum within the DigitalBridge flywheel, scaling our platform to support the accelerating global demand for digital infrastructure Drive operating leverage at corporate with human capital and technology Reinvest our earnings in complementary M&A and cap structure optimization $15B total capex; mission- critical, AI-levered Launch new investment platforms backing great management teams Sharpen the Saw – Asset management focus to maximize company earnings Investment Solutions tailored to our LPs needs Form the capital to fuel the AI Revolution Tap new LPs and new markets FUNDRAISE1 INVEST - PORTFOLIO2 SCALE - DBRG3 DBRG Flywheel DIGITALBRIDGE 2024 BUSINESS PLAN 2024: FUNDRAISE INVEST - PORTCOS SCALE - DBRG Secular Tailwinds 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.
25 Co-Invest (~25%) Other Strategies (~25%) Flagship (~50%) FUNDRAISING – NEW CAPITAL FORMATION REMAINS A KEY DRIVER To meet the growing demand for AI-led investment in digital infrastructure, DigitalBridge expects to form $7 billion in new fee-bearing capital during 2024 (inclusive of $0.8B YTD) across its multi-strategy platform. 2024 Target Capital Formation* * 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. $7B* Capital Raise New Capital Partners in 2023 100+ 250+ Total # of Limited Partners Globally 2021 2023DBRG expects to build on the successes of 2023 by adding to the $3.2 billion(1) already raised for DBP III Significant success-based capex expected at our portfolio companies, driving additional co-invest Other strategies including Credit, SAF, Ventures and Liquid are expected to benefit from strong sector tailwinds (1) Inclusive of all 3rd party capital committed to DigitalBridge Partners III in 2023 and 2024 YTD, measured as of February 19, 2024. New Partners
26 AI: POTENTIAL 50GW+ IN NEXT 5-10 YRS Nvidia CEO, Jensen Huang, “A new computing era has begun.” 3Q23 data center revenues of $14.5B, 3.8x greater than the prior year. 2024 Expected To Be Record Year For Data Center Leasing From Key Logos Microsoft CEO Satya Nadella, "There's this complete new world of AI driving a set of new workloads…” AI EXPECTED TO TAKE A DECADE TO BUILD DATA CENTERS ARE BECOMING AI FACTORIES: DATA AS INPUT, INTELLIGENCE AS OUTPUT 50GW(1) today ~100GW(2) next 6-10 years Early 2000s 2024 2035 TOTAL GLOBAL DC MARKET Source: 1) infrastructure October 2023: total data center market, operational IT Capacity. 2) DigitalBridge estimates, Schneider Electric estimates, Overview of AI workloads in data centers, 2023 Report Driven by AI investments, Meta unveiled plans to invest up to $37B in capex for 2024 to meet growing compute needs. Amazon just signed a 2GW of leasing in the Americas in 2023, and an additional ~1.1GW of Amazon data center deals in process in 1Q24 DBRG pipeline over next 5 years DBRG INVESTS IN AND OPERATES TOP 3 GLOBAL DATA CENTER FOOTPRINT 190+ Owned Data Centers 80+ Global Markets 5+ GW Sources: TD Cowen report, Jan 2024 – Takeaways from PTC, Nvidia 3Q23
27 BUILDING THE AI REVOLUTION – DATA CENTERS DOMINATE CAPEX With $11 billion of the $15 billion in budgeted portfolio-level capex in 2024 focused on data center investment, we are leading mission-critical capex. North America and Europe are the most active markets today, but Rest-of-World is accelerating…AI is Cloud Trained/Edge Delivered…this is a global opportunity. 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. Ipoh, Malaysia Johannesburg, South Africa Melbourne, Australia Goodyear, Arizona Tambore, Brazil Milan, Italy Frankfurt, Germany Kansai, Japan Concepcion, Chile Perry Township, Missouri Atlanta, Georgia Active Construction …a few examples
28 ($14M) $49M $54M $104M $165M $173M $264M $360M SCALING DIGITALBRIDGE TO PROFITABILITY: FOCUS ON OPERATING LEVERAGE Growing revenues and expanding margins generate earnings to fuel our corporate capital allocation priorities The success of the turnaround we have executed over the past four years and our continued investment in human capital and technology position DigitalBridge to continue scaling our leading investment platform Note: There can be no assurance that actual amounts will not be materially higher or lower than these expectations. Readers should refer to the discussion in the Cautionary Statement Regarding Forward-Looking Statements section at the beginning of this presentation. The Company undertakes no obligation to provide updated projections on a quarterly or other basis. ADJUSTED EBITDA / FRE(1) ($M) DISTRIBUTABLE EARNINGS ($M) 2022 2023 2024E FEE REVENUE ($M) $150M $335M (1) FRE is calculated on a company-wide basis and is not the equivalent of IM FRE which is a measure limited only to the IM reportable segment. FRE on a company- wide basis is the equivalent of Adjusted EBITDA on a company-wide basis as currently defined. Adjusted EBITDA is defined on page 3 of this presentation.
29 SCALE DBRG - CORPORATE CAPITAL ALLOCATION PRIORITIES As DBRG executes on a near/medium term focus on strategic M&A and capital structure optimization, we expect additional free cash flow will become available to invest and compound capital alongside LPs in our fund vehicles (1) Excludes initial investment of $0.2B in Databank in 2019. (2) Represents the final upfront cash consideration and $90M of earnout payments made in 2023. (3) Represents the final upfront cash consideration payment made in 2023 for the Investment Management business only. $0.5B GP Affiliated Investments $0.5B Invested in Databank / Vantage SDC(1) $0.5B Wafra transaction(2) $0.1B AMP platform purchase(3) $0.6B Convertible Note Repayments $0.6B Preferred Equity Paydowns / Repurchases Structural allocation ~2-3% of equity in fund vehicles Strategic, complementary platforms, must be superior to share repurchase and preferred stock paydown Opportunistic preferred/debt paydown TBD, strategic, complementary platforms, must be superior to share repurchase Increase allocation as Capital Structure Optimization completed COMPOUND CAPITAL ALONGSIDE LPS ACCRETIVE DIGITAL IM M&A CAPITAL STRUCTURE OPTIMIZATION $0.1B common share repurchases Initiated $0.01/sh dividend SHARE REPURCHASES & DIVIDENDS “Low but grow” dividend: maintain stable share count and opportunistic repurchases MEDIUM/LONG-TERMCURRENT FOCUSSince 2020 Opportunistic preferred paydown “Low but grow” dividend: maintain stable share count and opportunistic repurchases CAPITAL ALLOCATION FRAMEWORK 41% 36% 21% 2%
30 2024 CEO PRIORITIES: 3 THINGS THAT MATTER CEO 2024 Checklist SCALE THE PLATFORM FUNDRAISE $7 billion in new fee-paying capital during 2024 Educate LPs and capitalize on early stages of AI-powered demand INVEST - PORTFOLIO Deploy $15 billion in total capex Launch new investment platforms to meet growing global demand for compute and connectivity SCALE DBRG Deliver operating leverage at the corporate level Reinvest earnings in accretive, complementary M&A and capital structure optimization Note: There can be no assurance that actual amounts will not be materially higher or lower than these expectations. Readers should refer to the discussion in the Cautionary Statement Regarding Forward-Looking Statements section at the beginning of this presentation. AI-POWERED SECULAR TAILWINDS DIGITAL INFRASTRUCTURE SPECIALISTS SIMPLE,HIGH GROWTH MODEL
31 4 Q&A SESSION
32 5 APPENDIX
33 NON-GAAP RECONCILIATIONS ($ in thousands) 4Q23 3Q23 2Q23 1Q23 4Q22 3Q22 2Q22 1Q22 Net income (loss) attributable to common stockholders $ 100,607 $ 261,828 $ (22,411) $ (212,473) $ (19,356) $ (63,273) $ (37,321) $ (262,316) Net income (loss) attributable to noncontrolling common interests in Operating Company 7,627 19,918 (1,745) (16,662) (1,583) (4,834) (3,090) (22,862) Net income ( loss) attributable to common interests in Operating Company and common stockholders 108,234 281,746 (24,156) (229,135) (20,939) (68,107) (40,411) (285,178) Adjustments for Distributable Earnings (DE): Transaction-related and restructuring charges 13,543 6,583 7,182 18,552 22,536 14,062 6,739 20,997 Unrealized other (gain) loss, net 3,937 (256,439) 11,881 150,921 3,514 (30,326) 45,722 143,071 Unrealized principal investment income (93,534) (17,943) (30,409) (3,562) (22,302) 2,669 (16,444) (6,454) Unrealized carried interest allocation, net of associated compensation expense (57,348) (68,099) (43,791) 18,240 (70,541) 2,652 (61,710) 9,176 Compensation expense - equity-based 9,795 14,340 20,691 10,770 7,610 7,824 8,168 8,979 Depreciation and amortization 9,104 9,319 11,353 6,875 14,129 14,931 9,535 5,676 Straight-line rent revenue and expense (94) (68) (571) (275) (5,036) (5,933) (2,355) (701) Amortization of deferred financing costs, debt premiums and discounts 640 660 690 794 1,242 1,288 1,083 924 Preferred share redemption (gain) loss — — (927) — — — — — Income tax effect on certain of the foregoing adjustments — — — — — — — (328) Adjustments attributable to noncontrolling interests in investment entities (11,959) (20,330) (43,997) (93,273) (27,201) (96,848) (46,823) (77,161) DE from discontinued operations(1) 35,613 82,849 97,557 112,663 74,683 184,492 89,744 169,352 After-tax DE $ 17,931 $ 32,618 $ 5 ,503 $ (7 ,430) $ (22,305) $ 26,704 $ (6 ,752) $ (11,647) ($ in thousands) 4Q23 3Q23 2Q23 1Q23 4Q22 3Q22 2Q22 1Q22 After-tax DE $ 17,931 $ 32,618 $ 5,503 $ (7,430) $ (22,305) $ 26,704 $ (6,752) $ (11,647) Interest expense included in DE 4,524 4,616 4,916 7,272 8,487 10,620 8,674 7,838 Income tax expense (benefit) included in DE (3,921) 59 2,770 1,098 30,561 (7,838) (2,694) (6,849) Preferred dividends 14,660 14,645 14,675 14,676 14,765 15,283 15,759 15,759 Principal Investment Income (Loss) — — — (277) (1,860) (9,303) — (58) Placement fee expense 30 15 3,653 — — — — — Realized carried interest (allocation) reversal, net of associated compensation (expense) reversal (606) (27,927) 883 (243) (12,377) (20,258) — 1,172 IM segment other income and investment-related expense, net, included in DE (633) 409 (360) 4 (292) 177 (201) — Non pro-rata allocation of income (loss) to noncontrolling interests — — — — — — — 231 Adjusted EBITDA $ 31,985 $ 24,435 $ 32,040 $ 15,100 $ 16,979 $ 15,385 $ 14,786 $ 6 ,446 (1) Equity method earnings (loss) from BRSP and the operating results of the portfolio companies previously consolidated in the Operating segment, which qualified as discontinued operations in March 2023 and December 2023, respectively, are included in DE of discontinued operations for all periods presented..
34 NON-GAAP RECONCILIATIONS ($ in thousands) 4Q23 3Q23 2Q23 1Q23 4Q22 3Q22 2Q22 1Q22 IM net income ( loss) $72,975 $100,014 $35,177 $ (2 ,804) $81,167 $46,065 $67,995 $ (9,143) Adjustments: Interest expense (income) 2,027 2,128 2,268 2,411 2,200 2,906 2,771 2,500 Investment expense, net of reimbursement (32) 97 — 51 156 230 (200) 138 Depreciation and amortization 8,809 9,003 11,039 6,409 6,135 5,369 5,375 5,276 Compensation expense—equity-based 5,647 7,218 17,099 3,898 6,639 2,654 3,361 3,191 Compensation expense—carried interest and incentive (57,954) (96,026) (43,349) 17,056 (84,206) (40,867) (61,710) 10,767 Administrative expenses—straight-line rent 500 511 (39) 77 1,541 68 76 159 Administrative expenses—placement agent fee 30 15 3,653 — — — — — Transaction-related and restructuring charges 9,661 3,891 3,025 9,682 8,101 2,317 4,042 3,942 Principal investment income (loss) (850) (1,451) (1,604) (318) (2,072) (1,016) (1,016) (17) Other (gain) loss, net (662) 2,662 3,608 (3,082) (248) 110 424 3,055 Income tax (benefit) expense (864) (15) 2,356 217 2,172 1,263 2,006 2,374 IM Adjusted EBITDA $39,287 $ 28,047 $33,233 $33,597 $21,585 $19,099 $23,124 $22,242 Exclude: Start-up FRE of certain new strategies 516 1,155 1,165 915 2,643 2,399 2,335 2,362 IM FRE $39,803 $ 29,202 $34,398 $34,512 $24,228 $21,498 $25,459 $24,604 Wafra’s 31.5% ownership — — — — — — (4,700) (7,615) DBRG OP share of IM FRE $39,803 $ 29,202 $34,398 $34,512 $24,228 $21,498 $20,759 $16,989
35 DEFINITIONS Assets Under Management (“AUM”) AUM represents the total capital for which we provide investment management services. AUM is generally composed of (a) third party capital managed by the Company and its affiliates, including capital that is not yet fee earning, or not subject to fees and/or carried interest; and (b) assets invested using the Company's own balance sheet capital and managed on behalf of the Company's stockholders (composed of the Company's fund investments as GP affiliate, warehoused investments, and as of December 31, 2023, the Company's interest in portfolio companies previously in the Operating segment). Third party AUM is based upon invested capital as of the reporting date, including capital funded through third party financing, and committed capital for funds in their commitment stage. Balance sheet AUM is based upon the carrying value of the Company's balance sheet investments as of the reporting date (at December 31, 2022 prior to deconsolidation, on an undepreciated basis as it relates to the Company's interest in portfolio companies previously consolidated in the Operating segment). DBRG at-share DBRG at-share represents the Company’s interest through the Operating Company and excludes noncontrolling interests in investment entities. Fee-Earning Equity Under Management (“FEEUM”) FEEUM represents the total capital managed by the Company and its affiliates which earns management fees and/or incentive fees or carried interest. FEEUM may be based upon committed capital, invested capital, net asset value ("NAV") or gross asset value ("GAV"), 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. 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. Operating Company DigitalBridge Operating Company, LLC, the operating partnership through which the Company conducts all of its activities and holds substantially all of its assets and liabilities. 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. UPB: Unpaid Principal Balance.
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, difficult market and political conditions, including those resulting from supply chain difficulties, inflation, higher interest rates, a general economic slowdown or a recession; our ability to raise capital from investors for our Company, our funds and the companies that we manage; the performance of our funds and investments relative to our expectations and the highly variable nature of our revenues, earnings and cash flow; our exposure to risks inherent in the ownership and operation of infrastructure and digital infrastructure assets, including our reliance on third-party suppliers to provide power, network connectivity and certain other services to our managed companies; our exposure to business risks in Europe, Asia, Latin America and other foreign markets; our ability to increase assets under management and expand our existing and new investment strategies while maintaining consistent standards and controls; our ability to appropriately manage conflicts of interest; our ability to expand into new investment strategies, geographic markets and businesses, including through acquisitions in the infrastructure and investment management industries; the impact of climate change and regulatory efforts associated with environmental, social and governance matters; our ability to maintain effective information and cybersecurity policies, procedures and capabilities and the impact of any cybersecurity incident affecting our systems or network or the system and network of any of our managed companies or service providers; the ability of our portfolio companies to attract and retain key customers and to provide reliable services without disruption; any litigation and contractual claims against us and our affiliates, including potential settlement and litigation of such claims; our ability to obtain and maintain financing arrangements, including securitizations, on favorable or comparable terms or at all; the general volatility of the securities markets in which we participate; the market value of our assets and effects of hedging instruments on our assets; the impact of legislative, regulatory and competitive changes, including those related to privacy and data protection and new Securities and Exchange Commission (“SEC”) rules governing investment advisers; 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; changes in our board of directors or management team, and availability of qualified personnel; our ability to make or maintain distributions to our stockholders; our understanding of and ability to successfully navigate the competitive landscape in which we and our managed companies operate and other risks and uncertainties, including those detailed in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2022 under the heading “Risk Factors,” as such factors may be updated from time to time in the Company’s subsequent periodic filings with the U.S. Securities and Exchange Commission (“SEC”). All forward-looking statements reflect the Company’s good faith beliefs, assumptions and expectations, but they are not guarantees of future performance. Additional information about these and other factors can be found in the Company’s reports filed from time to time with the SEC.
The Company cautions investors not to unduly rely on any forward-looking statements. The forward-looking statements speak only as of the date of this presentation. The Company is under no duty to update any of these forward-looking statements after the date of this presentation, nor to conform prior statements to actual results or revised expectations, and the Company does not intend to do so.
This presentation is for informational purposes only and does not constitute an offer to sell or a solicitation of an offer to buy any securities of the Company. This information is not intended to be indicative of future results. Actual performance of the Company may vary materially.
The appendices herein contain important definitions and 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.
The Company conducts its business through its one reportable segment of Investment Management. On December 31, 2023, the Operating segment was discontinued following full deconsolidation of the portfolio companies in the Operating segment, at which time, the activities thereof qualified as discontinued operations. Accordingly, the measures of DE and Adjusted EBITDA exclude the Operating segment for both 2023 and the comparative period of 2022.
The Company reports the following non-GAAP financial measures attributable to the Operating Company: Distributable Earnings (“DE”) and Adjusted Earnings before Interest, Taxes, Depreciation and Amortization (“Adjusted EBITDA”) on a Company-wide basis, and specific to the Company's Investment Management segment, Fee Related Earnings (“FRE”) and FRE before the effects of new investment strategies, as represented by Investment Management Adjusted EBITDA. DE and FRE are the most common metrics utilized in the investment management sector. The Company believes these non-GAAP financial measures supplement and enhance the overall understanding of its underlying financial performance and trends, and facilitate comparison among current, past and future periods and to other companies in similar lines of business. The Company uses these non-GAAP financial measures in evaluating the Company’s ongoing business performance and in making operating decisions. For the same reasons, the Company believes these non-GAAP measures are useful to the Company’s investors and analysts. As the Company evaluates profitability based upon continuing operations, these non-GAAP measures exclude results from discontinued operations. These non-GAAP financial measures should be considered as a supplement to and not an alternative or in lieu of GAAP net income (loss) as measures of operating performance, or to cash flows from operating activities as indicators of liquidity. The Company's 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 fully comparable to those calculated by the Company's peers. 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.
DE:
DE generally represents the net realized earnings of the Company and is an indicative measure used by the Company to assess ongoing operating performance and in making decisions related to distributions and reinvestments. Accordingly, we believe DE provides investors and analysts transparency into the measure of performance used by the Company in its decision making.
DE reflects the ongoing operating performance of the Company’s core business by generally excluding non-cash expenses, income (loss) items that are unrealized and items that may not be indicative of core operating results. This allows the Company, and its investors and analysts to assess its operating results on a more comparable basis period-over-period. DE is calculated as an after-tax measure that differs from GAAP net income (loss) from continuing operations as a result of the following adjustments to net income (loss): transaction-related costs; restructuring charges; other gain (loss); unrealized principal investment income (loss); non-cash depreciation and amortization expense, non-cash impairment charges (if any); amortization of deferred financing costs, debt premiums and discounts; our share of unrealized carried interest allocation, net of associated compensation expense; non-cash equity-based compensation costs; preferred stock redemption gain (loss); and straight-line adjustment to lease income and expense. Transaction-related costs are incurred in connection with acquisitions and include costs of unconsummated transactions, while restructuring charges are related primarily to severance and retention costs. These costs, along with other gain (loss) amounts, are excluded from DE as they are related to discrete items, are not considered part of our ongoing operating cost structure, and are not reflective of our core operating performance. Other items excluded from DE are generally non-cash in nature, including income (loss) items that are unrealized, or otherwise do not represent current or future cash obligations such as amortization of deferred financing costs and straight-line lease adjustment. These items are excluded from DE as they do not contribute to the measurement of DE as a net realized earnings measure that is used in decision making related to distributions and reinvestments. Income taxes applied in the determination of DE generally represents GAAP income tax related to continued operations, and includes the benefit of deductions available to the Company on certain expense items excluded from DE (for example, equity-based compensation). As the income tax benefit arising from these excluded expense items do affect actual income tax paid or payable by the Company in any one period, the Company believes their inclusion in DE is appropriate to more accurately reflect amounts available for distribution. The items we have excluded from DE are generally consistent with the exclusions made by our peers, which we believe allows for better comparability to the DE presented by our peers.
DigitalBridge | Supplemental Financial Report | ||||||||
| Important Note Regarding Non-GAAP Financial Measures | ||
Adjusted EBITDA:
Adjusted EBITDA is a supplemental measure derived from DE and generally presents the Company’s core operating performance on a pre-tax basis, based upon recurring revenues and independent of our capital structure and leverage. We believe Adjusted EBITDA is useful to investors as an indicative measure of the Company’s profitability that is recurring and sustainable and allows for better comparability of the Company’s performance relative to its peers independent of capital structure and leverage. However, because Adjusted EBITDA is calculated without the effects of certain recurring cash charges, including interest expense, preferred stock dividends, and income taxes, its usefulness as a performance measure may be limited. Adjusted EBITDA is calculated as DE adjusted to generally exclude the following items attributable to the Operating Company that are included in DE: interest expense as included in DE and income tax benefit (expense) as included in DE consistent with an EBITDA measure, preferred stock dividends, placement fee expense, and our share of incentive fees and distributed carried interest net of associated compensation expense. Items excluded from Adjusted EBITDA include preferred stock dividends as Adjusted EBITDA removes the effects to earnings associated with the Company's capital structure, and placement fees as they are inconsistent in amount and frequency depending upon timing of fundraising for our funds. Additionally, Adjusted EBITDA excludes incentive fees and distributed carried interest net of associated compensation expense to be consistent with the FRE measure for our Investment Management segment, as discussed further below.
Investment Management Fee Related Earnings (IM FRE):
Investment Management FRE is presented as Investment Management Adjusted EBITDA, further adjusted to exclude FRE associated with new investment strategies. Investment Management FRE is used to assess the extent to which direct base compensation and core operating expenses are covered by recurring fee revenues in a stabilized investment management business. Investment Management FRE is measured as recurring fee revenue that is not subject to future realization events and other income (inclusive of cost reimbursements associated with administrative expenses), net of the following: compensation expense (excluding non-cash equity-based compensation, and incentive and carried interest compensation expense), administrative expense (excluding placement fee expense and straight-line adjustment to lease expense) and FRE associated with new investment strategies. In reconciling Investment Management FRE to GAAP net income (loss), adjustments are made to first arrive at Investment Management Adjusted EBITDA, which generally excludes the following: our share of incentive fees and carried interest net of associated compensation expense; unrealized principal investment income (loss); other gain (loss); transaction-related and restructuring charges; non-cash equity-based compensation costs; straight-line adjustment to lease expense; placement fee expense; investment expense; and in line with an EBITDA measure, non-cash depreciation and amortization expense, interest expense, and income tax benefit (expense). Consistent with an FRE measure, Investment Management Adjusted EBITDA excludes incentive fees and carried interest net of associated compensation expense, as these are not recurring fee revenue and are subject to variability given that they are performance-based and/or dependent upon future realization events. In calculating Investment Management FRE which reflects the Company’s Investment Management segment as a stabilized business, Investment Management Adjusted EBITDA is further adjusted to exclude Start-Up FRE. Start-Up FRE is 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. The Company evaluates new investment strategies on a regular basis and excludes Start- Up FRE from Investment Management FRE until such time as a new strategy is determined to form part of the Company’s core investment management business. We believe that Investment Management FRE and Investment Management Adjusted EBITDA are useful measures to investors as they reflect the Company’s profitability based upon recurring fee streams that are not subject to future realization events, and without the effects of income taxes, leverage, non-cash expenses, income (loss) items that are unrealized and other items that may not be indicative of core operating results. This allows for better comparability of the profitability of the Company’s investment management business on a recurring and sustainable basis.
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 segment represents the Company's global investment management platform, deploying and managing capital on behalf of a diverse base of global institutional investors. The Company's investment management platform is composed of a growing number of long-duration, private investment funds designed to provide institutional investors access to investments across different segments of the digital infrastructure ecosystem. In addition to its flagship value-add digital infrastructure equity offerings, the Company's investment offerings have expanded to include core equity, credit and liquid securities. The Company earns management fees based upon the assets or capital managed in investment vehicles, and may earn incentive fees and carried interest based upon the performance of such investment vehicles, subject to achievement of minimum return hurdles. The amount of incentive fees and carried interest recognized, a portion of which is allocated to employees and former employees, may be highly variable from period to period. Through the end of May 2022, earnings from the Investment Management segment were attributed 31.5% to Wafra prior to the Company's redemption of Wafra's interest in the investment management business.
Corporate and Other
The Company's remaining investment activities and corporate level activities are presented as Corporate and Other.
Other investment activities are composed primarily of the Company's equity interests as general partner affiliate in its sponsored investment vehicles, the largest of which are the DBP flagship funds, InfraBridge funds, DataBank and Vantage SDC post-deconsolidation, and seed investments in liquid securities and other potential new strategies. 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. The Company's remaining non-digital investments consisted, for the most part, of shares in BRSP that were disposed in March 2023. The Company's other investment activities generate largely principal investment income, driven by fair value changes of underlying investments held by its investment vehicles, and to a lesser extent, interest income or dividend income from warehoused investments and investments of consolidated investment vehicles.
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 corporate use, compensation expense not directly attributable to reportable segments, and corporate level administrative and overhead costs. Costs which are directly attributable, or otherwise can be subjected to a reasonable and systematic attribution, have been attributed to reportable segments. As segment results are presented before elimination of intercompany fees, elimination adjustment is made with respect to fee income earned by the Investment Management segment from third party capital in managed investment vehicles consolidated in Corporate and Other.
Fund Performance Metrics:
Certain performance metrics for our key investment funds from inception through December 31, 2023 are presented in this financial supplemental presentation. Excluded are funds with less than one year of performance history as of December 31, 2023, funds and separately managed accounts in the liquid strategy, co-investment vehicles and separately capitalized portfolio companies. The historical performance of these funds is not indicative of their future performance nor indicative of the performance of our other existing investment vehicles or of any of our future funds. An investment in DigitalBridge Group, Inc. is not an investment in any of our funds and these fund performance metrics are not indicative of the performance of DigitalBridge Group, Inc.
Throughout this presentation, consolidated figures represent the interest of both the Company (and its subsidiary DigitalBridge Operating Company, LLC (the Operating Company" or “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. | 7 | ||||||||||
b. | Investment Management & Fund Performance | 8-9 | |||||||||
| II. | Financial Results | ||||||||||
a. | Balance Sheet Consolidated & Noncontrolling Interests’ Share | 10 | |||||||||
b. | 11 | ||||||||||
c. | 12 | ||||||||||
d. | Segment Reconciliation of Net Income to DE and Adjusted EBITDA | 13-14 | |||||||||
| III. | Capitalization | ||||||||||
a. | Debt and Preferred Stock Summary | 15 | |||||||||
b. | Secured Fund Fee Revenue Notes and Variable Funding Notes | 16 | |||||||||
| IV. | Other | 17 | |||||||||
| V. | Cash G&A Expense | 18 | |||||||||
| Appendices | |||||||||||
| Reconciliation of IM FRE to Net Income (Loss) | 20 | ||||||||||
| Reconciliations of DE and Adjusted EBITDA and to Net Income (Loss) | 21-22 | ||||||||||
| Definitions | 23 | ||||||||||
DigitalBridge | Supplemental Financial Report | 6 | ||||||||||
| Ia. Summary Financial Metrics | ||
| ($ and shares in thousands, except per share data and as noted) (Unaudited) | 12/31/2023 - 4Q23 | 9/30/2023 - 3Q23 | 6/30/2023 - 2Q23 | 3/31/2023 - 1Q23 | 12/31/2022 - 4Q22 | 9/30/2022 - 3Q22 | 6/30/2022 - 2Q22 | 3/31/2022 - 1Q22 | ||||||||||||||||||
| Financial Data | ||||||||||||||||||||||||||
| Total Company | ||||||||||||||||||||||||||
| Net income (loss) attributable to common stockholders | $ | 100,607 | $ | 261,828 | $ | (22,411) | $ | (212,473) | $ | (19,356) | $ | (63,273) | $ | (37,321) | $ | (262,316) | ||||||||||
Net income (loss) attributable to common stockholders per basic share(1) | 0.61 | 1.60 | (0.14) | (1.34) | (0.12) | (0.39) | (0.24) | (1.84) | ||||||||||||||||||
| Distributable Earnings ("DE") | 17,931 | 32,618 | 5,503 | (7,430) | (22,305) | 26,704 | (6,752) | (11,647) | ||||||||||||||||||
DE per basic share(1) | 0.10 | 0.19 | 0.03 | (0.04) | (0.13) | 0.15 | (0.04) | (0.07) | ||||||||||||||||||
| Adjusted EBITDA | 31,985 | 24,435 | 32,040 | 15,100 | 16,979 | 15,385 | 14,786 | 6,446 | ||||||||||||||||||
| Investment Management | ||||||||||||||||||||||||||
| Total Assets Under Management ("AUM") (in billions) | $ | 80.1 | $ | 74.6 | $ | 72.2 | $ | 69.3 | $ | 52.8 | $ | 50.3 | $ | 47.9 | $ | 46.6 | ||||||||||
| Fee Earning Equity Under Management ("FEEUM") (in billions) | $ | 32.8 | $ | 29.9 | $ | 29.1 | $ | 27.7 | $ | 22.2 | $ | 20.5 | $ | 19.0 | $ | 18.8 | ||||||||||
| IM management fee revenue - DBRG OP share | 72,205 | 66,058 | 66,460 | 59,229 | 45,272 | 42,039 | 36,948 | 29,921 | ||||||||||||||||||
| IM FRE - DBRG OP share | 39,803 | 29,202 | 34,398 | 34,512 | 24,228 | 21,498 | 20,759 | 16,989 | ||||||||||||||||||
| IM FRE margin % | 54.8% | 44.2% | 51.8% | 58.3% | 53.5% | 51.1% | 56.2% | 56.8% | ||||||||||||||||||
| Net realized carried interest and incentive fees | 606 | 27,927 | (883) | 243 | 12,377 | 20,258 | — | (1,172) | ||||||||||||||||||
| Balance Sheet and Capitalization | ||||||||||||||||||||||||||
| Consolidated assets | $ | 3,562,550 | $ | 6,872,091 | $ | 10,757,065 | $ | 10,743,429 | $ | 11,028,503 | $ | 11,740,829 | $ | 11,877,288 | $ | 11,232,157 | ||||||||||
Consolidated debt(2) | 378,422 | 383,082 | 404,222 | 579,022 | 578,922 | 888,574 | 1,135,156 | 708,922 | ||||||||||||||||||
| DBRG OP Share: | ||||||||||||||||||||||||||
| Total Assets | 2,919,643 | 2,888,793 | 2,868,093 | 3,001,644 | 3,334,288 | 3,755,231 | 4,177,806 | 3,561,501 | ||||||||||||||||||
| Corporate debt | 378,422 | 378,422 | 378,422 | 578,422 | 578,422 | 578,422 | 648,422 | 578,422 | ||||||||||||||||||
| Investment-level debt | — | 1,351 | 7,006 | 149 | 124 | 177,396 | 348,196 | 130,500 | ||||||||||||||||||
Total Debt(2) | 378,422 | 379,773 | 385,428 | 578,571 | 578,546 | 755,818 | 996,618 | 708,922 | ||||||||||||||||||
| Corporate cash | 175,195 | 230,300 | 204,508 | 449,368 | 733,382 | 423,441 | 55,628 | 813,237 | ||||||||||||||||||
| Corporate cash & VFN / Revolver borrowing availability | 475,195 | 530,300 | 504,508 | 749,368 | 1,033,382 | 723,441 | 285,628 | 1,013,237 | ||||||||||||||||||
| Perpetual Preferred Equity, $25 per share liquidation preference | 821,899 | 821,899 | 821,899 | 827,711 | 827,779 | 827,779 | 883,500 | 883,500 | ||||||||||||||||||
Basic shares and OP units outstanding(1)(3) | 175,751 | 175,806 | 175,017 | 174,630 | 172,558 | 175,770 | 176,733 | 162,265 | ||||||||||||||||||
Diluted shares and OP units outstanding(1)(3) | 186,406 | 185,943 | 185,506 | 185,243 | 182,907 | 188,478 | 191,185 | 180,758 | ||||||||||||||||||
| Common dividend per share | $ | 0.01 | $ | 0.01 | $ | 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.
(3) Basic shares and OP units outstanding for the respective quarters represent the shares/units outstanding at quarter end of Class A and Class B common stock, inclusive of unvested restricted stock and OP units. For the purpose of calculating basic DE per share, the basic shares and OP units represent the weighted average number of share/units during the respective quarters and is inclusive of vested deferred stock units. Diluted shares and OP units outstanding for the respective quarters represent the number of basic shares and OP units outstanding at quarter end, adjusted to include the effect of potentially dilutive share equivalents which are common stock issuable in connection with performance stock units, exchangeable senior notes and in-the-money warrants issued to Wafra.
DigitalBridge | Supplemental Financial Report | 7 | ||||||||||
| Ib. Investment Management | ||
| ($ in millions) | |||||||||||||||||||||||||||||||||||
| Investment Management FEEUM | 12/31/23 Annual IM Fee Rate | 12/31/23 | 9/30/23 | 6/30/23 | 3/31/23 | 12/31/22 | 9/30/22 | 6/30/22 | 3/31/22 | ||||||||||||||||||||||||||
| DigitalBridge Partners I (DBP I) | 1.10% | $ | 3,571 | $ | 3,345 | $ | 3,311 | $ | 3,180 | $ | 3,165 | $ | 2,802 | $ | 3,048 | $ | 3,034 | ||||||||||||||||||
| DigitalBridge Partners II (DBP II) | 1.18% | 6,687 | 7,996 | 7,996 | 7,996 | 7,996 | 7,996 | 7,996 | 7,996 | ||||||||||||||||||||||||||
| DigitalBridge Partners III (DBP III) | 0.96% | (1) | 2,671 | — | — | — | — | — | — | — | |||||||||||||||||||||||||
| Separately Capitalized Portfolio Companies | 0.75% | 2,372 | 2,402 | 2,267 | 2,187 | 2,512 | 2,370 | 2,401 | 2,372 | ||||||||||||||||||||||||||
| InfraBridge Global Infrastructure Funds (GIF) & Other | 1.16% | 5,121 | 5,083 | 5,112 | 5,083 | — | — | — | — | ||||||||||||||||||||||||||
| Co-Investment (Sidecar) Capital | 0.44% | 9,646 | 8,519 | 7,990 | 7,000 | 6,525 | 6,310 | 4,651 | 4,370 | ||||||||||||||||||||||||||
| Digital Core, Liquid and Credit Strategies | 0.67% | 2,703 | 2,591 | 2,383 | 2,248 | 2,036 | 1,021 | 933 | 1,013 | ||||||||||||||||||||||||||
| IM FEEUM | 0.86% | $ | 32,771 | $ | 29,936 | $ | 29,059 | $ | 27,694 | $ | 22,234 | $ | 20,499 | $ | 19,029 | $ | 18,785 | ||||||||||||||||||
| ($ in thousands) | |||||||||||||||||||||||||||||||||||
| IM FRE | 4Q23 | 3Q23 | 2Q23 | 1Q23 | 4Q22 | 3Q22 | 2Q22 | 1Q22 | |||||||||||||||||||||||||||
| Fee revenue | $ | 70,938 | $ | 65,935 | $ | 65,812 | $ | 58,600 | $ | 44,371 | $ | 41,353 | $ | 44,758 | $ | 43,155 | |||||||||||||||||||
Fee revenue, other (2) | 1,267 | 123 | 648 | 629 | 901 | 686 | 355 | 523 | |||||||||||||||||||||||||||
| Other income | 5,338 | 420 | 1,051 | 492 | 535 | 386 | 530 | 251 | |||||||||||||||||||||||||||
| Compensation expense—cash | (25,989) | (29,695) | (26,286) | (19,795) | (17,805) | (18,876) | (17,725) | (17,675) | |||||||||||||||||||||||||||
| Administrative expenses | (12,267) | (8,736) | (7,992) | (6,329) | (6,417) | (4,450) | (4,794) | (4,012) | |||||||||||||||||||||||||||
| Exclude: Start-up FRE of certain new strategies | 516 | 1,155 | 1,165 | 915 | 2,643 | 2,399 | 2,335 | 2,362 | |||||||||||||||||||||||||||
IM FRE (3) | $ | 39,803 | $ | 29,202 | $ | 34,398 | $ | 34,512 | $ | 24,228 | $ | 21,498 | $ | 25,459 | $ | 24,604 | |||||||||||||||||||
DBRG OP share of IM FRE (4) | $ | 39,803 | $ | 29,202 | $ | 34,398 | $ | 34,512 | $ | 24,228 | $ | 21,498 | $ | 20,759 | $ | 16,989 | |||||||||||||||||||
Notes:
(1) Annual weighted average IM Fee Rate would be 1.21% excluding rate reductions in effect the twelve months following the first closing date.
(2) Includes service fee income and one time catch-up fees earned, which are customary fees paid on newly raised 3rd party capital as if it were raised on the first closing date.
(3) For a reconciliation of net income / (loss) to IM FRE, please refer to the Appendices section of this presentation.
(4) In May 2022, DigitalBridge acquired Wafra’s 31.5% ownership in the Company's investment management business that Wafra initially acquired in July 2020, which resulted in 100% of the Company's IM FRE becoming entitled to DigitalBridge.
DigitalBridge | Supplemental Financial Report | 8 | ||||||||||
| Ib. Fund Performance | ||
| ($ in millions) | Inception date (2) | Total Commitments | Invested Capital (3) | Available Capital (4) | Investment Value | MOIC | IRR | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Fund (1) | Unrealized | Realized (5) | Total (6) | Gross (7) | Net (8) | Gross (9) | Net (10) | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Value-Add | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| DBP I | March-18 | $ | 4,059 | $ | 4,668 | $ | 228 | $ | 6,126 | $ | 1,140 | $ | 7,266 | 1.6x | 1.4x | 16.8% | 12.3% | |||||||||||||||||||||||||||||||||||||||||||||||||||
| DBP II | November-20 | 8,286 | 7,544 | 974 | 8,505 | 686 | 9,191 | 1.2x | 1.1x | 12.1% | 9.1% | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Core | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| SAF | November-22 | 1,110 | 867 | 476 | 878 | 12 | 890 | 1.0x | 1.0x | 3.7% | 0.7% | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| InfraBridge | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| GIF I | March-15 | 1,411 | 1,488 | 406 | 1,279 | 1,070 | 2,349 | 1.6x | 1.4x | 10.0% | 7.4% | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| GIF II | January-18 | 3,382 | 3,117 | 26 | 2,771 | 95 | 2,866 | 0.92x | 0.82x | <0% | <0% | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Credit | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Credit I | December-22 | 697 | 368 | 426 | 324 | 77 | 401 | 1.1x | 1.1x | 16.8% | 10.1% | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Notes:
(1) Performance metrics are presented in aggregate for main fund vehicle, its parallel vehicles and alternative investment vehicles.
(2) First close date of the fund, except for Credit I which is the first capital call date. InfraBridge funds were acquired in Feb-2023.
(3) Invested capital represents the original cost and subsequent fundings to investments. Invested capital includes financing costs and investment related expenses which are capitalized. With respect to InfraBridge funds, such costs are expensed during the period and excluded from their determination of invested capital.
(4) Available capital represents unfunded commitments, including recallable capital.
(5) Realized value represents proceeds from dispositions that have closed and all earnings from both realized and unrealized investments, including interest, dividend and ticking fees.
(6) Total value is the sum of unrealized fair value and realized value of investments.
(7) Total investment gross multiple of invested capital (MOIC) is calculated as unrealized fair value and realized value of investments divided by invested capital, without giving effect to allocation of management fee expense, other fund expenses and general partner carried interest (both distributed and unrealized). Excludes capital attributable to the general partner, general partner affiliate and any other capital that is not subject to fees and/or carried interest. Gross MOIC is calculated at the fund level and does not reflect gross MOIC at the individual investor level.
(8) Total investment net MOIC is calculated as total value of investments, that is realized proceeds and unrealized fair value, divided by invested capital, after giving effect to allocation of management fee expense, other fund expenses and general partner carried interest (both distributed and unrealized). Excludes capital not subject to fees and/or carried interest, including general partner and general partner affiliate capital. Net MOIC is calculated at the fund level and does not reflect net MOIC at the individual investor level.
(9) Gross internal rate of return (IRR) represents annualized time-weighted return on invested capital based upon total value of investments, that is realized proceeds and unrealized fair value, without giving effect to allocation of management fee expense, other fund expenses and general partner carried interest (both distributed and unrealized). Gross IRR is calculated from the date of investment fundings (inclusive of the effect of third-party credit financing) to the date of investment distributions. For unrealized investments, assumes a liquidating distribution equal to the investment fair value, net of third party credit financing. Gross IRR is calculated at the fund level and does not reflect gross IRR at the individual investor level due to timing of investor level inflows and outflows, among other factors.
(10) Net IRR is gross IRR after giving effect to allocation of management fee expense, other fund expenses and general partner carried interest (both distributed and unrealized). Net IRR is calculated at the individual investor level based upon timing and amount of fee-paying third party investor level inflows and outflows, and excludes syndicated proceeds and capital not subject to fees and/or carried interest, including general partner and general partner affiliate capital.
DigitalBridge | Supplemental Financial Report | 9 | ||||||||||
| IIa. Financial Results - Balance Sheet | ||
| ($ in thousands, except per share data) (unaudited) | As of December 31, 2023 | |||||||||||||
| Consolidated | Noncontrolling Interests' Share | |||||||||||||
| Assets | ||||||||||||||
| Cash and cash equivalents | $ | 345,335 | $ | 25,922 | ||||||||||
| Restricted cash | 4,915 | — | ||||||||||||
| Investments | 2,476,093 | 616,791 | ||||||||||||
| Goodwill | 465,991 | — | ||||||||||||
| Intangible assets | 103,750 | — | ||||||||||||
| Other assets | 78,953 | 97 | ||||||||||||
| Due from affiliates | 85,815 | — | ||||||||||||
| Assets of discontinued operations | 1,698 | 97 | ||||||||||||
| Total assets | $ | 3,562,550 | $ | 642,907 | ||||||||||
| Liabilities | ||||||||||||||
| Debt | $ | 371,783 | $ | — | ||||||||||
| Other liabilities | 681,451 | 19,734 | ||||||||||||
| Liabilities of discontinued operations | 153 | — | ||||||||||||
| Total liabilities | 1,053,387 | 19,734 | ||||||||||||
| Commitments and contingencies | ||||||||||||||
| Redeemable noncontrolling interests | 17,862 | 17,862 | ||||||||||||
| 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; 163,209 shares issued and outstanding | 1,632 | — | ||||||||||||
| Class B, 250 shares authorized; 166 shares issued and outstanding | 2 | — | ||||||||||||
| Additional paid-in capital | 7,855,842 | — | ||||||||||||
| Accumulated deficit | (6,842,502) | — | ||||||||||||
| Accumulated other comprehensive income (loss) | 1,411 | — | ||||||||||||
| Total stockholders’ equity | 1,811,055 | — | ||||||||||||
| Noncontrolling interests in investment entities | 605,311 | 605,311 | ||||||||||||
| Noncontrolling interests in Operating Company | 74,935 | — | ||||||||||||
| Total equity | 2,491,301 | 605,311 | ||||||||||||
| Total liabilities, redeemable noncontrolling interests and equity | $ | 3,562,550 | $ | 642,907 | ||||||||||
DigitalBridge | Supplemental Financial Report | 10 | ||||||||||
| IIb. Financial Results - Consolidated Segment Operating Results | ||
| Three Months Ended December 31, 2023 | |||||||||||||||||||||||
| ($ in thousands) (unaudited) | Investment Management | Corporate and Other | Discontinued Operations | Total | |||||||||||||||||||
| Revenues | |||||||||||||||||||||||
| Fee revenue | $ | 74,394 | $ | (385) | $ | — | $ | 74,009 | |||||||||||||||
| Carried interest allocation | 169,686 | — | — | 169,686 | |||||||||||||||||||
| Principal investment income (loss) | 850 | 92,684 | — | 93,534 | |||||||||||||||||||
| Other income | 7,377 | 5,704 | — | 13,081 | |||||||||||||||||||
| Total revenues | 252,307 | 98,003 | — | 350,310 | |||||||||||||||||||
| Expenses | |||||||||||||||||||||||
| Interest expense | 2,631 | 2,595 | — | 5,226 | |||||||||||||||||||
| Investment-related expense | 1,403 | (95) | — | 1,308 | |||||||||||||||||||
| Transaction-related costs | 287 | — | — | 287 | |||||||||||||||||||
| Depreciation and amortization | 8,808 | 296 | — | 9,104 | |||||||||||||||||||
| Compensation expense | |||||||||||||||||||||||
| Compensation expense - cash and equity-based | 40,702 | 9,046 | — | 49,748 | |||||||||||||||||||
| Compensation expense - incentive fee and carried interest allocation | 113,920 | — | — | 113,920 | |||||||||||||||||||
| Administrative expenses | 13,106 | 12,830 | — | 25,936 | |||||||||||||||||||
| Total expenses | 180,857 | 24,672 | — | 205,529 | |||||||||||||||||||
| Other income (loss) | |||||||||||||||||||||||
| Other gain (loss), net | 661 | (4,586) | — | (3,925) | |||||||||||||||||||
| Income (loss) from continuing operations before income taxes | 72,111 | 68,745 | — | 140,856 | |||||||||||||||||||
| Income tax benefit (expense) | 864 | 3,057 | — | 3,921 | |||||||||||||||||||
| Income (loss) from continuing operations | 72,975 | 71,802 | — | 144,777 | |||||||||||||||||||
| Income (loss) from discontinued operations | — | — | (33,529) | (33,529) | |||||||||||||||||||
| Net income (loss) | 72,975 | 71,802 | (33,529) | 111,248 | |||||||||||||||||||
| Net income (loss) attributable to noncontrolling interests: | |||||||||||||||||||||||
| Redeemable noncontrolling interests | (14) | 1,883 | — | 1,869 | |||||||||||||||||||
| Investment entities | 8,448 | 1,870 | (23,833) | (13,515) | |||||||||||||||||||
| Operating Company | 4,560 | 3,752 | (685) | 7,627 | |||||||||||||||||||
| Net income (loss) attributable to DigitalBridge Group, Inc. | 59,981 | 64,297 | (9,011) | 115,267 | |||||||||||||||||||
| Preferred stock dividends | — | 14,660 | — | 14,660 | |||||||||||||||||||
| Net income (loss) attributable to common stockholders | $ | 59,981 | $ | 49,637 | $ | (9,011) | $ | 100,607 | |||||||||||||||
DigitalBridge | Supplemental Financial Report | 11 | ||||||||||
| IIc. Financial Results - Noncontrolling Interests’ Share Segment Operating Results | ||
| Three Months Ended December 31, 2023 | |||||||||||||||||||||||
| ($ in thousands) (unaudited) | Investment Management | Corporate and Other | Discontinued Operations | Total | |||||||||||||||||||
| Revenues | |||||||||||||||||||||||
| Fee revenue | $ | — | $ | — | $ | — | $ | — | |||||||||||||||
| Carried interest allocation | 7,665 | — | — | 7,665 | |||||||||||||||||||
| Principal investment income (loss) | 782 | 668 | — | 1,450 | |||||||||||||||||||
| Other income | 4 | 612 | — | 616 | |||||||||||||||||||
| Total revenues | 8,451 | 1,280 | — | 9,731 | |||||||||||||||||||
| Expenses | |||||||||||||||||||||||
| Interest expense | — | 42 | — | 42 | |||||||||||||||||||
| Investment-related expense | — | 3 | — | 3 | |||||||||||||||||||
| Compensation expense | |||||||||||||||||||||||
| Compensation expense - cash and equity-based | — | — | — | — | |||||||||||||||||||
| Compensation expense - incentive fee and carried interest allocation | — | — | — | — | |||||||||||||||||||
| Administrative expenses | 11 | 247 | — | 258 | |||||||||||||||||||
| Total expenses | 11 | 292 | — | 303 | |||||||||||||||||||
| Other income (loss) | |||||||||||||||||||||||
| Other gain (loss), net | (6) | 2,765 | — | 2,759 | |||||||||||||||||||
| Income (loss) from continuing operations before income taxes | 8,434 | 3,753 | — | 12,187 | |||||||||||||||||||
| Income tax benefit (expense) | — | — | — | — | |||||||||||||||||||
| Income (loss) from continuing operations | 8,434 | 3,753 | — | 12,187 | |||||||||||||||||||
| Income (loss) from discontinued operations | — | — | (23,833) | (23,833) | |||||||||||||||||||
| Net income (loss) | 8,434 | 3,753 | (23,833) | (11,646) | |||||||||||||||||||
| Net income (loss) attributable to noncontrolling interests | $ | 8,434 | $ | 3,753 | $ | (23,833) | $ | (11,646) | |||||||||||||||
DigitalBridge | Supplemental Financial Report | 12 | ||||||||||
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 December 31, 2023; and unaudited) | Investment Management | Non-IM Segment Adjustments | Total OP pro rata share | ||||||||||||||||||||||||||
| Net income (loss) attributable to common stockholders | $ | 59,981 | $ | 40,626 | $ | 100,607 | $ | — | $ | 100,607 | |||||||||||||||||||
| Net income (loss) attributable to noncontrolling common interests in Operating Company | 4,560 | 3,067 | 7,627 | — | 7,627 | ||||||||||||||||||||||||
| Net income (loss) attributable to common interests in Operating Company and common stockholders | 64,541 | 43,693 | 108,234 | — | 108,234 | ||||||||||||||||||||||||
| Adjustments for Distributable Earnings (DE): | |||||||||||||||||||||||||||||
Transaction-related and restructuring charges(1) | 9,661 | 3,882 | 13,543 | — | 13,543 | ||||||||||||||||||||||||
| Unrealized other (gain) loss, net | (662) | 7,352 | 6,690 | (2,753) | 3,937 | ||||||||||||||||||||||||
| Unrealized principal investment income | (62) | (92,017) | (92,079) | (1,455) | (93,534) | ||||||||||||||||||||||||
| Unrealized carried interest allocation, net of associated compensation expense allocation | (49,683) | — | (49,683) | (7,665) | (57,348) | ||||||||||||||||||||||||
| Compensation expense - equity-based | 5,647 | 4,148 | 9,795 | — | 9,795 | ||||||||||||||||||||||||
| Depreciation and amortization | 8,809 | 295 | 9,104 | — | 9,104 | ||||||||||||||||||||||||
| Straight-line rent revenue and expense | 500 | (594) | (94) | — | (94) | ||||||||||||||||||||||||
| Amortization of deferred financing costs, debt premiums and discounts | 334 | 306 | 640 | — | 640 | ||||||||||||||||||||||||
| Adjustments attributable to noncontrolling interests in investment entities | — | — | — | (11,959) | (11,959) | ||||||||||||||||||||||||
DE from discontinued operations(2) | — | 11,781 | 11,781 | 23,832 | 35,613 | ||||||||||||||||||||||||
| After-tax DE | $ | 39,085 | $ | (21,154) | $ | 17,931 | $ | — | $ | 17,931 | |||||||||||||||||||
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.
(2) Equity method earnings (loss) from BRSP and the operating results of the portfolio companies previously consolidated in the Operating segment, which qualified as discontinued operations in March 2023 and December 2023, respectively, are included in DE of discontinued operations.
DigitalBridge | Supplemental Financial Report | 13 | ||||||||||
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 December 31, 2023; and unaudited) | Investment Management | Non-IM Segment Adjustments | Total OP pro rata share | |||||||||||||||||
| After-tax DE | $ | 39,085 | $ | (21,154) | $ | 17,931 | ||||||||||||||
| Interest expense included in DE | 2,275 | 2,249 | 4,524 | |||||||||||||||||
| Income tax expense (benefit) included in DE | (864) | (3,057) | (3,921) | |||||||||||||||||
| Preferred dividends | — | 14,660 | 14,660 | |||||||||||||||||
| Placement fee expense | 30 | — | 30 | |||||||||||||||||
| Realized carried interest allocation, net of associated compensation expense allocation | (606) | — | (606) | |||||||||||||||||
| IM segment other income and investment-related expense, net, included in DE | (633) | — | (633) | |||||||||||||||||
| Adjusted EBITDA | $ | 39,287 | $ | (7,302) | $ | 31,985 | ||||||||||||||
DigitalBridge | Supplemental Financial Report | 14 | ||||||||||
| IIIa. Capitalization - Debt and Preferred Stock Summary | ||
| ($ in thousands, except per share data; as of December 31, 2023) | ||||||||||||||||||||||||||||||||||||||||||||
| Consolidated & DBRG OP share of debt | Payments due by period(1) | Fixed/Variable | WA Interest Rate | WA Remaining Term | ||||||||||||||||||||||||||||||||||||||||
| 2024 | 2025 | 2026 | 2027 | 2028 and after | Total | |||||||||||||||||||||||||||||||||||||||
| 2021-1, A-1 Variable Funding Notes | — | — | — | — | — | — | Variable | n/a | 2.7 | |||||||||||||||||||||||||||||||||||
| 2021-1, Class A-2 Term Notes | — | — | 300,000 | — | — | 300,000 | Fixed | 3.9% | 2.7 | |||||||||||||||||||||||||||||||||||
| Convertible/exchangeable senior notes | — | 78,422 | — | — | — | 78,422 | Fixed | 5.8% | 1.5 | |||||||||||||||||||||||||||||||||||
| Total debt - DBRG OP share | $ | — | $ | 78,422 | $ | 300,000 | $ | — | $ | — | $ | 378,422 | ||||||||||||||||||||||||||||||||
| Net corporate debt | ||||||||||||||||||||||||||||||||||||||||||||
| Cash and cash equivalents - consolidated | $ | 345,335 | ||||||||||||||||||||||||||||||||||||||||||
| less: Noncontrolling interests | (25,922) | |||||||||||||||||||||||||||||||||||||||||||
| less: Investment level cash - DBRG OP share | (144,218) | |||||||||||||||||||||||||||||||||||||||||||
| Corporate cash - DBRG OP share | 175,195 | |||||||||||||||||||||||||||||||||||||||||||
| Corporate debt - DBRG OP share | (378,422) | |||||||||||||||||||||||||||||||||||||||||||
| Corporate Cash (Debt) Position - DBRG OP share | $ | (203,227) | ||||||||||||||||||||||||||||||||||||||||||
| Exchangeable debt | ||||||||||||||||||||||||||||||||||||||
| Description | Outstanding principal | Final due date(2) | 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) Maturity dates are based on initial maturity dates or extended maturity dates, where applicable, the extension option is at the Company’s discretion and if the criteria to extend have been met as of the reporting date.
(2) 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 | 15 | ||||||||||
| IIIb. Capitalization - DBRG Series 2021-1 | ||
| ($ in thousands, as of December 31, 2023) | |||||||||||
| Class A-2 Term Notes | |||||||||||
| Amount outstanding | $ | 300,000 | |||||||||
| Interest rate | 3.933 | % | |||||||||
| Anticipated Repayment Date (ARD) | September 25, 2026 | ||||||||||
| Kroll Rating | BBB | ||||||||||
| Class A-1 Variable Funding Notes | |||||||||||
| Maximum Available | $ | 300,000 | (1) | ||||||||
| Amount outstanding | $ | — | |||||||||
| Interest Rate | 1M Term SOFR + 3.00% | (1) | |||||||||
Fully extended Anticipated Repayment Date (ARD)(2) | September 25, 2026 | ||||||||||
| Financial covenants: | Covenant level | ||||||||||
Debt Service Coverage Ratio(3) | Minimum 1.75x | ||||||||||
Loan to Value Ratio(4) | Less than 35.0% | ||||||||||
Investment Management Expense Ratio(5) | Less than 60.0% | ||||||||||
| Company status: As of February 19, 2024, 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 $300 million and Term SOFR replaced LIBOR as the benchmark for accruing interest on the Series 2021-1 Class A-1 Variable Funding Notes. 1 month term SOFR is adjusted to include 0.11448% as defined in the Amendment No.1 to Class A-1 Note Purchase Agreement.
(2) Anticipated Repayment Date is September 25, 2026 including two 1-year extension options subject to 1) either rating agency confirmation and consent of VFN noteholders are obtained or DSCR exceeding 1.75x, 2) term notes rating not less than BBB- 3) the payment of a 0.05% extension fee and 4) other customary conditions.
(3) Debt service coverage ratio covenant thresholds: minimum of 1.75x for ability to borrow from the VFN; below 1.75x to 1.50x = 50% cash trap; below 1.50x to 1.20x = 100% cash trap; and below 1.20x = cash sweep.
(4) 100% cash sweep until LTV is less than 35%.
(5) 50% cash sweep until ratio is less than 60%.
DigitalBridge | Supplemental Financial Report | 16 | ||||||||||
| IV. Other | ||
| ($ in thousands) | |||||||||||||||||||||||||||||
| Consolidated amount | 4Q23 | 3Q23 | 2Q23 | 1Q23 | 4Q22 | 3Q22 | 2Q22 | 1Q22 | |||||||||||||||||||||
| GP affiliated investment in DBP Series | $ | 406,039 | $ | 388,169 | $ | 374,139 | $ | 345,719 | $ | 343,137 | $ | 277,450 | $ | 284,282 | $ | 248,663 | |||||||||||||
| GP affiliated investment in GIF Series | 144,167 | 134,011 | 135,857 | 142,280 | — | — | — | — | |||||||||||||||||||||
| GP affiliated investment in DataBank and Vantage SDC | 930,654 | 434,465 | — | — | — | — | — | — | |||||||||||||||||||||
| Other GP affiliated investments and warehoused/seed investments (Credit, Core, Liquid, Ventures) | 232,293 | 296,914 | 272,564 | 346,774 | 316,299 | 769,431 | 906,076 | 423,467 | |||||||||||||||||||||
| Total investments | $ | 1,713,153 | $ | 1,253,559 | $ | 782,560 | $ | 834,773 | $ | 659,436 | $ | 1,046,881 | $ | 1,190,358 | $ | 672,130 | |||||||||||||
| DBRG OP share of consolidated amount | |||||||||||||||||||||||||||||
| GP affiliated investment in DBP Series | $ | 316,763 | $ | 303,127 | $ | 294,031 | $ | 272,395 | $ | 270,400 | $ | 215,872 | $ | 217,504 | $ | 187,247 | |||||||||||||
| GP affiliated investment in GIF Series | 144,167 | 134,011 | 135,857 | 142,280 | — | — | — | — | |||||||||||||||||||||
| GP affiliated investment in DataBank and Vantage SDC | 668,587 | 434,465 | — | — | — | — | — | — | |||||||||||||||||||||
| Other GP affiliated investments and warehoused/seed investments (Credit, Core, Liquid, Ventures) | 197,339 | 186,444 | 188,325 | 184,938 | 178,379 | 467,014 | 591,066 | 308,578 | |||||||||||||||||||||
| Total investments | $ | 1,326,856 | $ | 1,058,047 | $ | 618,213 | $ | 599,613 | $ | 448,779 | $ | 682,886 | $ | 808,570 | $ | 495,825 | |||||||||||||
DigitalBridge | Supplemental Financial Report | 17 | ||||||||||
| V. Cash G&A Expense | ||
| ($ in thousands) | |||||||||||||||||||||||||||||
| 4Q23 | 3Q23 | 2Q23 | 1Q23 | 4Q22 | 3Q22 | 2Q22 | 1Q22 | ||||||||||||||||||||||
| Investment Management Cash G&A | |||||||||||||||||||||||||||||
| Cash and equity-based compensation | $ | 40,702 | $ | 39,760 | $ | 45,798 | $ | 28,182 | $ | 30,829 | $ | 22,566 | $ | 23,230 | $ | 24,808 | |||||||||||||
| Administrative expenses | 13,106 | 9,410 | 7,953 | 6,407 | 7,958 | 4,517 | 4,869 | 4,171 | |||||||||||||||||||||
| Compensation expense—equity-based | (5,647) | (7,218) | (17,099) | (3,898) | (7,939) | (2,654) | (3,361) | (3,190) | |||||||||||||||||||||
| Administrative expenses—straight-line rent | (500) | (511) | 39 | (77) | (66) | (68) | (76) | (159) | |||||||||||||||||||||
| Transaction-related and restructuring charges | (9,405) | (3,010) | (2,413) | (4,490) | (6,560) | (1,035) | (2,143) | (3,943) | |||||||||||||||||||||
| Investment Management Cash G&A | 38,256 | 38,431 | 34,278 | 26,124 | 24,222 | 23,326 | 22,519 | 21,687 | |||||||||||||||||||||
| Corporate & Other Cash G&A | |||||||||||||||||||||||||||||
| Cash and equity-based compensation | 9,046 | 13,356 | 10,759 | 19,289 | 10,804 | 12,404 | 9,333 | 20,778 | |||||||||||||||||||||
| Administrative expenses | 12,830 | 7,142 | 8,969 | 12,859 | 23,373 | 17,992 | 12,574 | 16,815 | |||||||||||||||||||||
| Compensation expense—equity-based | (4,148) | (7,122) | (3,593) | (6,872) | 329 | (5,171) | (4,840) | (5,878) | |||||||||||||||||||||
| Administrative expenses—straight-line rent | 594 | 579 | 532 | 352 | 485 | 660 | 741 | 856 | |||||||||||||||||||||
| Administrative expenses—noncontrolling interests | (247) | (337) | (170) | (289) | (248) | (338) | (327) | (302) | |||||||||||||||||||||
| Transaction-related and restructuring charges | (4,595) | (2,950) | (4,282) | (6,273) | (18,443) | (10,549) | (2,828) | (14,352) | |||||||||||||||||||||
| Corporate & Other Cash G&A | 13,480 | 10,668 | 12,215 | 19,066 | 16,300 | 14,998 | 14,653 | 17,917 | |||||||||||||||||||||
| DBRG Cash G&A excluding Portfolio Company G&A | $ | 51,736 | $ | 49,099 | $ | 46,493 | $ | 45,190 | $ | 40,522 | $ | 38,324 | $ | 37,172 | $ | 39,604 | |||||||||||||
| Corporate & Other Adjusted EBITDA | |||||||||||||||||||||||||||||
| EBITDA, excluding Cash G&A | $ | 6,179 | $ | 7,056 | $ | 11,022 | $ | 569 | $ | 11,694 | $ | 11,285 | $ | 10,925 | $ | 9,611 | |||||||||||||
| Cash G&A | (13,480) | (10,668) | (12,215) | (19,066) | (16,300) | (14,998) | (14,653) | (17,917) | |||||||||||||||||||||
| Corporate & Other Adjusted EBITDA | $ | (7,301) | $ | (3,612) | $ | (1,193) | $ | (18,497) | $ | (4,606) | $ | (3,713) | $ | (3,728) | $ | (8,306) | |||||||||||||
DigitalBridge | Supplemental Financial Report | 18 | ||||||||||
Appendices
DigitalBridge | Supplemental Financial Report | 19 | ||||||||||
| Reconciliation of IM FRE to Net Income (Loss) | ||
| ($ in thousands) | 4Q23 | 3Q23 | 2Q23 | 1Q23 | 4Q22 | 3Q22 | 2Q22 | 1Q22 | |||||||||||||||||||||
| IM net income (loss) | 72,975 | 100,014 | 35,177 | (2,804) | 81,167 | 46,065 | 67,995 | (9,143) | |||||||||||||||||||||
| Adjustments: | |||||||||||||||||||||||||||||
| Interest expense (income) | 2,027 | 2,128 | 2,268 | 2,411 | 2,200 | 2,906 | 2,771 | 2,500 | |||||||||||||||||||||
| Investment-related expense, net of reimbursement | (32) | 97 | — | 51 | 156 | 230 | (200) | 138 | |||||||||||||||||||||
| Depreciation and amortization | 8,809 | 9,003 | 11,039 | 6,409 | 6,135 | 5,369 | 5,375 | 5,276 | |||||||||||||||||||||
| Compensation expense—equity-based | 5,647 | 7,218 | 17,099 | 3,898 | 6,639 | 2,654 | 3,361 | 3,191 | |||||||||||||||||||||
| Compensation expense—carried interest and incentive | (57,954) | (96,026) | (43,349) | 17,056 | (84,206) | (40,867) | (61,710) | 10,767 | |||||||||||||||||||||
| Administrative expenses—straight-line rent | 500 | 511 | (39) | 77 | 1,541 | 68 | 76 | 159 | |||||||||||||||||||||
| Administrative expenses—placement agent fee | 30 | 15 | 3,653 | — | — | — | — | — | |||||||||||||||||||||
| Transaction-related and restructuring charges | 9,661 | 3,891 | 3,025 | 9,682 | 8,101 | 2,317 | 4,042 | 3,942 | |||||||||||||||||||||
| Principal investment income (loss) | (850) | (1,451) | (1,604) | (318) | (2,072) | (1,016) | (1,016) | (17) | |||||||||||||||||||||
| Other (gain) loss, net | (662) | 2,662 | 3,608 | (3,082) | (248) | 110 | 424 | 3,055 | |||||||||||||||||||||
| Income tax (benefit) expense | (864) | (15) | 2,356 | 217 | 2,172 | 1,263 | 2,006 | 2,374 | |||||||||||||||||||||
| IM Adjusted EBITDA | $ | 39,287 | $ | 28,047 | $ | 33,233 | $ | 33,597 | $ | 21,585 | $ | 19,099 | $ | 23,124 | $ | 22,242 | |||||||||||||
| Exclude: Start-up FRE of certain new strategies | 516 | 1,155 | 1,165 | 915 | 2,643 | 2,399 | 2,335 | 2,362 | |||||||||||||||||||||
| IM FRE | $ | 39,803 | $ | 29,202 | $ | 34,398 | $ | 34,512 | $ | 24,228 | $ | 21,498 | $ | 25,459 | $ | 24,604 | |||||||||||||
| Wafra’s 31.5% ownership | — | — | — | — | — | — | (4,700) | (7,615) | |||||||||||||||||||||
| DBRG OP share of IM FRE | $ | 39,803 | $ | 29,202 | $ | 34,398 | $ | 34,512 | $ | 24,228 | $ | 21,498 | $ | 20,759 | $ | 16,989 | |||||||||||||
DigitalBridge | Supplemental Financial Report | 20 | ||||||||||
| Reconciliations of DE and Adjusted EBITDA to Net Income (Loss) | ||
| ($ in thousands) | 4Q23 | 3Q23 | 2Q23 | 1Q23 | 4Q22 | 3Q22 | 2Q22 | 1Q22 | |||||||||||||||||||||
| Net income (loss) attributable to common stockholders | $ | 100,607 | $ | 261,828 | $ | (22,411) | $ | (212,473) | $ | (19,356) | $ | (63,273) | $ | (37,321) | $ | (262,316) | |||||||||||||
| Net income (loss) attributable to noncontrolling common interests in Operating Company | 7,627 | 19,918 | (1,745) | (16,662) | (1,583) | (4,834) | (3,090) | (22,862) | |||||||||||||||||||||
| Net income (loss) attributable to common interests in Operating Company and common stockholders | 108,234 | 281,746 | (24,156) | (229,135) | (20,939) | (68,107) | (40,411) | (285,178) | |||||||||||||||||||||
| Adjustments for Distributable Earnings (DE): | |||||||||||||||||||||||||||||
| Transaction-related and restructuring charges | 13,543 | 6,583 | 7,182 | 18,552 | 22,536 | 14,062 | 6,739 | 20,997 | |||||||||||||||||||||
| Unrealized other (gain) loss, net | 3,937 | (256,439) | 11,881 | 150,921 | 3,514 | (30,326) | 45,722 | 143,071 | |||||||||||||||||||||
| Unrealized principal investment income | (93,534) | (17,943) | (30,409) | (3,562) | (22,302) | 2,669 | (16,444) | (6,454) | |||||||||||||||||||||
| Unrealized carried interest allocation, net of associated compensation expense | (57,348) | (68,099) | (43,791) | 18,240 | (70,541) | 2,652 | (61,710) | 9,176 | |||||||||||||||||||||
| Compensation expense - equity-based | 9,795 | 14,340 | 20,691 | 10,770 | 7,610 | 7,824 | 8,168 | 8,979 | |||||||||||||||||||||
| Depreciation and amortization | 9,104 | 9,319 | 11,353 | 6,875 | 14,129 | 14,931 | 9,535 | 5,676 | |||||||||||||||||||||
| Straight-line rent revenue and expense | (94) | (68) | (571) | (275) | (5,036) | (5,933) | (2,355) | (701) | |||||||||||||||||||||
| Amortization of deferred financing costs, debt premiums and discounts | 640 | 660 | 690 | 794 | 1,242 | 1,288 | 1,083 | 924 | |||||||||||||||||||||
| Preferred share redemption (gain) loss | — | — | (927) | — | — | — | — | — | |||||||||||||||||||||
| Income tax effect on certain of the foregoing adjustments | — | — | — | — | — | — | — | (328) | |||||||||||||||||||||
| Adjustments attributable to noncontrolling interests in investment entities | (11,959) | (20,330) | (43,997) | (93,273) | (27,201) | (96,848) | (46,823) | (77,161) | |||||||||||||||||||||
DE from discontinued operations (1) | 35,613 | 82,849 | 97,557 | 112,663 | 74,683 | 184,492 | 89,744 | 169,352 | |||||||||||||||||||||
| After-tax DE | $ | 17,931 | $ | 32,618 | $ | 5,503 | $ | (7,430) | $ | (22,305) | $ | 26,704 | $ | (6,752) | $ | (11,647) | |||||||||||||
Notes:
(1) Equity method earnings (loss) from BRSP and the operating results of the portfolio companies previously consolidated in the Operating segment, which qualified as discontinued operations in March 2023 and December 2023, respectively, are included in DE of discontinued operations for all periods presented.
DigitalBridge | Supplemental Financial Report | 21 | ||||||||||
| Reconciliations of DE and Adjusted EBITDA to Net Income (Loss) | ||
| ($ in thousands) | 4Q23 | 3Q23 | 2Q23 | 1Q23 | 4Q22 | 3Q22 | 2Q22 | 1Q22 | |||||||||||||||||||||
| After-tax DE | $ | 17,931 | $ | 32,618 | $ | 5,503 | $ | (7,430) | $ | (22,305) | $ | 26,704 | $ | (6,752) | $ | (11,647) | |||||||||||||
| Interest expense included in DE | 4,524 | 4,616 | 4,916 | 7,272 | 8,487 | 10,620 | 8,674 | 7,838 | |||||||||||||||||||||
| Income tax expense (benefit) included in DE | (3,921) | 59 | 2,770 | 1,098 | 30,561 | (7,838) | (2,694) | (6,849) | |||||||||||||||||||||
| Preferred dividends | 14,660 | 14,645 | 14,675 | 14,676 | 14,765 | 15,283 | 15,759 | 15,759 | |||||||||||||||||||||
| Principal Investment Income (Loss) | — | — | — | (277) | (1,860) | (9,303) | — | (58) | |||||||||||||||||||||
| Placement fee expense | 30 | 15 | 3,653 | — | — | — | — | — | |||||||||||||||||||||
| Realized carried interest (allocation) reversal, net of associated compensation (expense) reversal | (606) | (27,927) | 883 | (243) | (12,377) | (20,258) | — | 1,172 | |||||||||||||||||||||
| IM segment other income and investment-related expense, net, included in DE | (633) | 409 | (360) | 4 | (292) | 177 | (201) | — | |||||||||||||||||||||
| Non pro-rata allocation of income (loss) to noncontrolling interests | — | — | — | — | — | — | — | 231 | |||||||||||||||||||||
| Adjusted EBITDA | $ | 31,985 | $ | 24,435 | $ | 32,040 | $ | 15,100 | $ | 16,979 | $ | 15,385 | $ | 14,786 | $ | 6,446 | |||||||||||||
DigitalBridge | Supplemental Financial Report | 22 | ||||||||||
| Definitions | ||
Assets Under Management (“AUM”)
AUM represents the total capital for which we provide investment management services. AUM is generally composed of (a) third party capital managed by the Company and its affiliates, including capital that is not yet fee earning, or not subject to fees and/or carried interest; and (b) assets invested using the Company's own balance sheet capital and managed on behalf of the Company's stockholders (composed of the Company's fund investments as GP affiliate, warehoused investments, and as of December 31, 2023, the Company's interest in portfolio companies previously in the Operating segment). Third party AUM is based upon invested capital as of the reporting date, including capital funded through third party financing, and committed capital for funds in their commitment stage. Balance sheet AUM is based upon the carrying value of the Company's balance sheet investments as of the reporting date (at December 31, 2022 prior to deconsolidation, on an undepreciated basis as it relates to the Company's interest in portfolio companies previously consolidated in the Operating segment).
Fee-Earning Equity Under Management (“FEEUM”)
FEEUM represents the total capital managed by the Company and its affiliates which earns management fees and/or incentive fees or carried interest. FEEUM may be based upon committed capital, invested capital, net asset value ("NAV") or gross asset value ("GAV"), 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.
IM Fee Related Earnings Margin % ("IM FRE Margin %")
IM FRE Margin % represents IM FRE divided by management fee revenues, excluding one-time catch-up fees and/or incentives fees.
Operating Company ("DBRG OP")
DigitalBridge Operating Company, LLC, 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.
UPB: Unpaid Principal Balance
DigitalBridge | Supplemental Financial Report | 23 | ||||||||||