8-K
DigitalBridge Group, Inc. (DBRG)
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): November 1, 2023
| DIGITALBRIDGE GROUP, INC. | ||||
|---|---|---|---|---|
| (Exact Name of Registrant as Specified in Its Charter) | Maryland | 001-37980 | 46-4591526 | |
| --- | --- | --- | ||
| (State or Other Jurisdiction of<br>Incorporation or Organization) | (Commission<br>File Number) | (I.R.S. Employer<br>Identification No.) |
750 Park of Commerce Drive, Suite 210
Boca Raton, Florida 33487
(Address of Principal Executive Offices, Including Zip Code)
(561) 570-4644
Registrant’s telephone number, including area code:
N/A
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
| ☐ | 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 | ||||
| Class A Common Stock, $0.01 par value | DBRG | New York Stock Exchange | ||||
| Preferred Stock, 7.125% Series H Cumulative Redeemable, $0.01 par value | DBRG.PRH | New York Stock Exchange | ||||
| Preferred Stock, 7.15% Series I Cumulative Redeemable, $0.01 par value | DBRG.PRI | New York Stock Exchange | ||||
| Preferred Stock, 7.125% Series J Cumulative Redeemable, $0.01 par value | DBRG.PRJ | New York Stock Exchange | 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 November 1, 2023, DigitalBridge Group, Inc. (the “Company”) issued an earnings release and detailed presentation announcing its financial position as of September 30, 2023 and its financial results for the quarter ended September 30, 2023. A copy of the earnings release is attached as Exhibit 99.1 to this Current Report on Form 8-K.
On November 1, 2023, the Company also made available a Supplemental Financial Disclosure Presentation for the quarter ended September 30, 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 |
|---|---|
| 99.1 | Earnings Release dated November 1, 2023 |
| 99.2 | Supplemental Financial Disclosure Presentation for the quarter ended September 30, 2023 |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Date: | November 1, 2023 | DIGITALBRIDGE GROUP, INC. | |
|---|---|---|---|
| By: | /s/ Jacky Wu | ||
| Jacky Wu | |||
| Executive Vice President, Chief Financial Officer and Treasurer |
dbrg3q2023earningspresen
1 EARNINGS PRESENTATION 3Q 2023 November 1, 2023
2 CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS This presentation may contain forward-looking statements within the meaning of the federal securities laws, including statements relating to (i) our strategy, outlook and growth prospects, (ii) our operational and financial targets, (iii) the anticipated deconsolidation of Vantage SDC and (iv) general economic trends and trends in our industry and markets. Forward-looking statements relate to expectations, beliefs, projections, future plans and strategies, anticipated events or trends and similar expressions concerning matters that are not historical facts. In some cases, you can identify forward-looking statements by the use of forward- looking terminology such as “may,” “will,” “should,” “expects,” “intends,” “plans,” “anticipates,” “believes,” “estimates,” “predicts,” or “potential” or the negative of these words and phrases or similar words or phrases which are predictions of or indicate future events or trends and which do not relate solely to historical matters. You can also identify forward-looking statements by discussions of strategy, plans or intentions. Forward-looking statements involve known and unknown risks, uncertainties, assumptions and contingencies, many of which are beyond the Company’s control, and may cause the Company’s actual results to differ significantly from those expressed in any forward-looking statement. Factors that might cause such a difference include, without limitation, our ability to grow our business by raising capital for our funds and the companies that we manage; whether run rate metrics presented herein are reflective of actual annual data; our position as an owner and investment manager of digital infrastructure and our ability to manage any related conflicts of interest; adverse changes in general economic and political conditions, including those resulting from supply chain difficulties, inflation, interest rate increases, a potential economic slowdown or a recession; our ability to deconsolidate our Operating segment; the anticipated impact of artificial intelligence developments on our business; our exposure to business risks in Europe, Asia and other foreign markets; our ability to obtain and maintain financing arrangements, including securitizations, on favorable or comparable terms or at all; the ability of our managed companies to attract and retain key customers and to provide reliable services without disruption; the reliance of our managed companies on third-party suppliers for power, network connectivity and certain other services; our ability to increase assets under management ("AUM") and expand our existing and new investment strategies; our ability to integrate and maintain consistent standards and controls, including our ability to manage our acquisitions in the digital infrastructure and investment management industries effectively; our business and investment strategy, including the ability of the businesses in which we have significant investments to execute their business strategies; performance of our investments relative to our expectations and the impact on our actual return on invested equity, as well as the cash provided by these investments and available for distribution; our ability to deploy capital into new investments consistent with our investment management strategies; the availability of, and competition for, attractive investment opportunities and the earnings profile of such new investments; our ability to achieve any of the anticipated benefits of certain joint ventures, including any ability for such ventures to create and/or distribute new investment products; our expected hold period for our assets and the impact of any changes in our expectations on the carrying value of such assets; the general volatility of the securities markets in which we participate; the market value of our assets; interest rate mismatches between our assets and any borrowings used to fund such assets; effects of hedging instruments on our assets; the impact of economic conditions on third parties on which we rely; the impact of any security incident or deficiency affecting our systems or network or the system and network of any of our managed companies or service providers; any litigation and contractual claims against us and our affiliates, including potential settlement and litigation of such claims; our leverage and our ability to reach our targeted level of leverage by year-end; the impact of legislative, regulatory and competitive changes, including those related to privacy and data protection; the impact of our transition from a real estate investment trust ("REIT") to a taxable C corporation for tax purposes, and the related liability for corporate and other taxes; whether we will be able to utilize existing tax attributes to offset taxable income to the extent contemplated; our ability to maintain our exemption from registration as an investment company under the Investment Company Act of 1940, as amended (the “1940 Act”); changes in our board of directors or management team, and availability of qualified personnel; our ability to make or maintain distributions to our stockholders; fluctuations in foreign currency and exchange rates and our understanding of and ability to successfully navigate the competitive landscape in which we and our managed companies operate and other risks and uncertainties, including those detailed in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2022 under the heading “Risk Factors,” as such factors may be updated from time to time in the Company’s subsequent periodic filings with the U.S. Securities and Exchange Commission (“SEC”). All forward-looking statements reflect the Company’s good faith beliefs, assumptions and expectations, but they are not guarantees of future performance. Additional information about these and other factors can be found in the Company’s reports filed from time to time with the SEC. The Company cautions investors not to unduly rely on any forward-looking statements. The forward-looking statements speak only as of the date of this presentation. The Company is under no duty to update any of these forward-looking statements after the date of this presentation, nor to conform prior statements to actual results or revised expectations, and the Company does not intend to do so. This presentation is for informational purposes only and does not constitute an offer to sell or a solicitation of an offer to buy any securities of the Company or any investment vehicle managed or advised thereby. This information is not intended to be indicative of future results. Actual performance of the Company may vary materially. The appendices herein contain important information that is material to an understanding of this presentation and you should read this presentation only with and in context of the appendices.
3 IMPORTANT NOTE REGARDING NON-GAAP FINANCIAL MEASURES This presentation includes certain “non-GAAP” supplemental measures that are not defined by generally accepted accounting principles, or GAAP, including certain of the financial metrics defined below, of which the calculations may differ from methodologies utilized by other companies for similar performance measurements, and accordingly, may not be comparable to those of other companies. 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. The Company views Adjusted EBITDA as particularly helpful in evaluating the relative contribution of our Operating segment, absent the effects of leverage, as the consolidated portfolio companies in the Operating segment have higher leverage relative to the Company’s own capital structure. The Company believes 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, income taxes, capital expenditures or other recurring cash requirements, 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, our share of incentive fees and distributed carried interest net of associated compensation expense, and capital expenditures in the Operating segment as deducted in DE. 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, as discussed below. 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 income 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; other gain (loss); transaction-related and restructuring charges; non-cash equity-based compensation costs; straight-line adjustment to lease expense; placement fee 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 income 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. The Company believes 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. 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, the Company believes 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; non-cash depreciation, amortization and impairment charges; debt prepayment penalties and amortization of deferred financing costs, debt premiums and discounts; our share of unrealized carried interest allocation, net of associated compensation expense; non-cash equity based compensation costs; preferred stock redemption gain (loss); straight-line adjustment to lease expense; interest expense on finance leases in the Operating segment, amortization of above and below market leases in the Operating segment; straight-line adjustment to lease income and expense in the Operating segment, non-revenue enhancing capital expenditures necessary to maintain operating real estate in the Operating segment; and income tax effect on certain of the foregoing adjustments. 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. Generally, the income tax effect associated with income and expense items excluded from the calculation of DE are similarly excluded from DE. However, where the resulting income tax liability or benefit arising from these excluded items increase or decrease actual income tax paid or payable by the Company in any one period, the income tax effect of these items are included in DE (for example, equity-based compensation). In connection with our Operating segment, non-revenue enhancing capital expenditures are excluded as these are not recurring capital expenditures and are not incurred to maintain and extend the useful life of operating digital assets that support the generation of revenues. 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. Fund Performance Metrics: Certain performance metrics for our key investment funds from inception through September 30, 2023 are presented in this financial supplemental presentation. Excluded are funds with less than one year of performance history as of September 30, 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. In evaluating the information presented throughout this presentation see definitions and reconciliations of non-GAAP financial measures to GAAP measures. For purposes of comparability, historical data in this presentation may include certain adjustments from prior reported data at the historical period.
4 DBRG REPORTS THIRD QUARTER 2023 RESULTS Boca Raton, November 1st, 2023 - DigitalBridge Group, Inc. (NYSE: DBRG) and subsidiaries (collectively, “DigitalBridge,” or the “Company”) today announced financial results for the third quarter ended September 30, 2023. The Company reported third quarter 2023 total revenues of $477 million, GAAP net income attributable to common stockholders of $262 million, or $1.60 per share, and Distributable Earnings of $35 million, or $0.20 per share. Common and Preferred Dividends On October 27, 2023, the Company’s Board of Directors declared a cash dividend of $0.01 per common share to be paid on January 16, 2024 to shareholders of record at the close of business on December 31, 2023; and declared cash dividends with respect to each series of the Company’s cumulative redeemable perpetual preferred stock in accordance with the terms of such series, as follows: Series H preferred stock: $0.4453125 per share; Series I preferred stock: $0.446875 per share; and Series J preferred stock: $0.4453125 per share, which will be paid on January 16, 2024 to the respective stockholders of record on January 10, 2023. Third Quarter 2023 Conference Call The Company will conduct an earnings conference call and presentation to discuss the third quarter 2023 financial results on Wednesday, November 1, 2023, at 10:00 a.m. Eastern Time (ET). The earnings presentation will be broadcast live over the Internet and a webcast link can be accessed on the Shareholders section of the Company’s website at ir.digitalbridge.com/events. To participate in the event by telephone, please dial (877) 407-4018 ten minutes prior to the start time (to allow time for registration). International callers should dial (201) 689-8471. For those unable to participate during the live call, a replay will be available starting November 1, 2023, at 3:00 p.m. ET. To access the replay, dial (844) 512-2921 (U.S.), and use passcode 13739028. International callers should dial (412) 317-6671 and enter the same conference ID number. We delivered a solid third quarter, anchored by strong year-over-year revenue growth in our investment management platform and contributions from the DataBank recapitalization. DataBank not only generated great returns and capital back to shareholders, its deconsolidation from our financial statements de-levered the balance sheet and advanced our simplification initiatives. Marc Ganzi Chief Executive Officer “ ”
5 DIGITALBRIDGE THIRD QUARTER 2023 GAAP RESULTS Three Months Ended September 30, 20222023 Revenues $ 41,263$ 65,240Fee income 121,698168,891Carried interest allocation (reversal) 11,53117,943Principal investment income (loss) 244,336214,058Property operating income 11,02410,948Other income 429,852477,080Total revenues Expenses 105,98794,481Property operating expense 53,03249,894Interest expense 9,5105,728Investment expense 3,879896Transaction-related costs —15Placement fees 145,594128,000Depreciation and amortization Compensation expense 65,54474,714Compensation expense - cash and equity-based 80,83172,865Compensation expense (reversal) - carried interest and incentive fee 29,90924,077Administrative expenses 494,286450,670Total expenses Other income (loss) 25,908254,827Other gain (loss), net (38,526)281,237Income (loss) before income taxes 7,841143Income tax benefit (expense) (30,685)281,380Income (loss) from continuing operations (90,302)(2,603)Income (loss) from discontinued operations (120,987)278,777Net income (loss) Net income (loss) attributable to noncontrolling interests: (6,442)132Redeemable noncontrolling interests (60,623)(17,746)Investment entities (4,834)19,918Operating Company (49,088)276,473Net income (loss) attributable to DigitalBridge Group, Inc. (1,098)—Preferred stock redemption 15,28314,645Preferred stock dividends $ 63,273)$ 261,828Net income (loss) attributable to common stockholders Income (loss) per share—basic $ 0.07$ 1.61 Income (loss) from continuing operations per share—basic $ (0.39)$ 1.60Net income (loss) attributable to common stockholders per share—basic Income (loss) per share—diluted $ 0.07$ 1.40Income (loss) from continuing operations per share—diluted $ (0.39)$ 1.39Net income (loss) attributable to common stockholders per share—diluted Weighted average number of shares 162,398160,564Basic 162,398185,178Diluted 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 PROGRESS ON OUR 2023 PRIORITIES: THE 3 THINGS THAT MATTER In 3Q23, DigitalBridge delivered strong financial results and continued to make progress on its key 2023 priorities, including capital formation, Operating segment deconsolidation, and persistent growth across its portfolio companies. Strong Growth: 3Q23 IM Fee Revenue increased 57% YoY and FRE increased 36%, driven by higher FEEUM from credit, core, and co-invest strategies and contribution from the InfraBridge acquisition. New Capital Formation: DigitalBridge raised $2.0B(1) since 2Q23 earnings, with continuing commitments to the latest DBP Series as well as contributions from credit, liquid and co-invest strategies. Guidance On Track: LP interest in digital infrastructure is robust, catalyzed by the early stages of AI-driven demand for compute and connectivity. DBRG remains on track to achieve our full year fundraising goals. FUNDRAISE DataBank Deconsolidated: DBRG completed the recapitalization of DataBank, resulting in $50 million in incremental gross proceeds and bringing net monetized value to DBRG to $471 million, generating a 32% IRR(2). 3Q proceeds included $28 million of realized carried interest to DBRG shareholders. Deconsolidated from DBRG financials, including reduction of $2.3 billion in consolidated debt. Additional Alt. Manager Reporting – additional disclosures including fund performance metrics SIMPLIFY Portfolio Wide Growth: Portfolio company MRR continued to grow across all verticals in the DBRG ecosystem, led by data centers up 20% YoY and complemented by mid-to-high single digit growth across towers, fiber and small cells. Data Center Demand: Demand for AI workloads continues to be high with elevated leasing expected into 2024. Pricing remains firm as enterprises increasingly recognize inventory is tightening. DRIVE PORTCO PERFORMANCE Note: There can be no assurance that the Company will complete the deconsolidation of Vantage SDC in 2023, or that actual amounts will not be materially higher or lower than these expectations. Readers should refer to the discussion in the Cautionary Statement Regarding Forward-Looking Statements section at the beginning of this presentation. (1) Inclusive of all capital committed to DigitalBridge managed investment vehicles as of November 1, 2023 in relation to prior period as of July 31, 2023. (2) Returns to DBRG’s balance sheet as of September 14, 2023.
9 $2.5 $2.2 $0.7 NEW CAPITAL FORMATION DigitalBridge has raised $5.4B in new fee-earning equity YTD(1), up $2.0B since last quarter, driven principally by continuing commitments to the latest DBP Series and co-invest. DBRG remains on track to meet its FY 2023 fundraising targets. Capital raised for the latest DBP Series will be classified as FEEUM and begin generating management fees today, November 1, coincident with the strategy’s first closing. (1) Inclusive of all capital committed to DigitalBridge managed investment vehicles YTD, measured as of November 1, 2023. For prior quarters, YTD reflects the dates represented in the previous quarter's earnings presentations. 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. 2Q23 YTD 2023 FY Target 1Q23 YTD R AN G E$8.0 midpoint $0.7 $3.4 $9.5 $6.5 ($ in Billions; cumulative) DBP Series Co-Invest Core, Credit, Liquid $5.4 3Q23 YTD +$0.9B +$1.0B +$0.1B Q3 Adds
10 $23.1 $30.2 $32.5 $16.5 $20.0 $19.4 $8.9 $8.8 $7.7 $8.0 $8.7 $1.0 $3.3 $3.6 $2.0 $1.8 $1.6 $50.3 $72.2 $74.6 3Q22 2Q23 3Q23 $10.8 $11.3 $11.3 $6.3 $8.0 $8.5 $5.1 $5.1 $2.4 $2.3 $2.4 $1.0 $2.4 $2.6 $20.5 $29.1 $29.9 3Q22 2Q23 3Q23 ASSETS & FEE EARNING EQUITY UNDER MANAGEMENT Fee-Earning Equity Under Management (FEEUM) increased $9.4B, or 46% YoY, to $29.9B as of September 30, 2023, powered by organic capital formation and contribution from the InfraBridge acquisition. DBP Series Co-Invest Permanent Capital Vehicles Core, Liquid, Credit Note: Past performance is not indicative of future results or indicative of how other DigitalBridge investments will perform. Please see slide 2 for additional information. AUM(1)FEEUM(1) InfraBridge +46% YoY Growth +48% YoY GrowthFEEUM growth is Key Revenue and Earnings Driver (1) See definition of FEEUM and AUM on page 36 of this presentation. Representative of Digital Segment only for 3Q22. DBRG Balance Sheet ($ in Billions) ($ in Billions)
11 $1,000M $750M SIMPLIFICATION – DATABANK DECONSOLIDATED DBRG completed the $2.2 billion recapitalization of DataBank on September 14, resulting in $50 million in incremental gross proceeds and bringing net monetized value to DBRG to $471 million(1), while generating a 32% IRR for DBRG shareholders. The final closing resulted in the deconsolidation of DataBank from DBRG’s financial statements. VANTAGE SDC DECONSOLIDATION 10% Threshold Pre-Transaction Net Equity Value Monetized Value(1) Remaining Net Equity Value 9.87% DBRG Ownership $905M $434M . (1) 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. (2) Represents principal balance and excludes debt issuance costs, discounts and premiums. ($471M) $5.5B $3.2B 6/30/23 9/30/23 =42% Reduction Consolidated Debt(2) DBRG Pro-Rata Debt DIGITALBRIDGE NET EQUITY VALUE DE-LEVERAGING THE BALANCE SHEET
12 SIMPLIFICATION FUND PERFORMANCE REPORTING As DigitalBridge finalizes its transition to a pure-play alternative asset manager, we continue to align our reporting with our peers. This quarter we are introducing fund performance metrics into our 10K/Q financial reporting framework. (1) Listed herein are main fund vehicles. Performance metrics are presented in aggregate for main fund vehicle, its parallel vehicles and alternative investment vehicles. (2) First close date of the fund. InfraBridge funds were acquired in Feb-2023. (3) Available capital includes recallable capital. (4) 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 and excluded from their determination of invested 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 expenses and general partner 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 unrealized fair value and realized value of investments 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 carried interest). Excludes capital attributable to the general partner, general partner affiliate and any other capital that is not subject to fees and/or carried interest. Net MOIC is calculated at the fund level and does not reflect net MOIC at the individual investor level. We have a demonstrated record of producing attractive returns consistent with the infrastructure sector and the expectations of our fund investors. Funds presented have been active for more than one year, we expect to incorporate Credit and Core strategy returns during 2024. Performance reporting solely includes commingled funds controlled by DigitalBridge Group, Inc. and does not include returns from predecessor Digital Bridge Holdings investments. Recent vintage funds are earlier in their lifecycle and may include investments which continue to be carried at original cost basis. The InfraBridge funds were acquired in early 2023 from AMP Capital. The investment/asset management teams have been subsequently integrated into the DigitalBridge platform. Total Investments Unrealized Value Realized Value(5) Available Capital(3) Committed Capital Year of Inception(2) (In millions, except for MOICs) Net MOIC (8) Gross MOIC(7) Total Value(6) Invested Capital(4)Fund(1) Value-Add 1.4x 1.6x $7,131 $5,991$1,139$4,584 $494 $4,059 2018DigitalBridge Partners I, LP 1.1x 1.2x $9,002 $8,340 $662 $7,681 $979 $8,286 2020DigitalBridge Partners II, LP InfraBridge 1.3x 1.5x $2,181 $1,125 $1,055 $1,479 $406 $1,411 2015Global Infrastructure Fund I, LP 0.9x 0.9x $2,837 $2,773 $64 $2,993 $106 $3,382 2018Global Infrastructure Fund II, LP
13 PORTFOLIO PERFORMANCE Powerful secular tailwinds, driving demand for compute and connectivity, continue to underpin positive performance across our diversified global portfolio. Ultimately portfolio performance drives returns. (1) The Company defines Monthly Recurring Revenue “MRR”, as revenue from ongoing services that is generally fixed in price and contracted for longer than 30 days. (2) Excludes companies acquired during or after 3Q23 or for which comparable data was not yet available. 3Q233Q22 TOWER PORTFOLIO SMALL CELLS/EDGE FIBER PORTFOLIO DATA CENTER PORTFOLIO 20.5% 10.0%6.6% Monthly Recurring Revenue ($)(1)(2) Note: Past performance is not indicative of future results or indicative of how other DigitalBridge investments will perform. Please see slide 2 for additional information. 5.5%
14 2 FINANCIAL RESULTS
15 Distributable Earnings - Corporate $182.0M $276.1M 3Q22 3Q23 $50.3B $74.6B 3Q22 3Q23 $20.5B $29.9B 3Q22 3Q23 $32.3M $35.0M 3Q22 3Q23 $21.5M $29.2M 3Q22 3Q23 $42.0M $66.1M 3Q22 3Q23 DIGITALBRIDGE’S THIRD QUARTER 2023 HIGHLIGHTS – KEY METRICS Fee Income – IM Segment Fee Related Earnings – IM Segment FEEUM AUM Run Rate Fee Revenue(1) 57% 36% 8% 46% 48% 52% (1) Based on 9/30/22 and 9/30/23 FEEUM respectively, multiplied by the weighted average annual fee rate % and inclusive of capital raised for new products that have yet to begin charging fees and recurring business service fees.
16 THIRD QUARTER 2023 HIGHLIGHTS & KPIs At share, DBRG shareholder metrics for the quarter ended September 30, 2023: Fee Income in the investment management segment was $66.1 million, up 57% year-over-year. Fee Related Earnings in the investment management segment (“IM FRE”) was $29.2 million, up 36% year-over-year. Distributable Earnings (“DE”) attributable to DBRG shareholders was $35.0 million, driven by increased management fee earnings and carried interest realizations in the investment management platform. Financial Highlights Assets Under Management (“AUM”) of $74.6 billion, up 48% year-over-year. Fee Earning Equity Under Management (“FEEUM”) of $29.9 billion, up 46% year-over-year. New Capital Raised YTD(1) of $5.4 billion, driven principally by initial commitments to the latest DBP Series. Run-Rate Fee Revenue representing committed FEEUM at quarter end, multiplied by weighted average fee rate is $276 million(2). Capital Metrics Liquidity as of September 30, 2023 is $530 million, including full availability on the Company’s $300 million VFN. Debt Reduction $2.3 billion reduction in consolidated debt resulting from DataBank deconsolidation, $255 million reduction in at-share debt. Capital Allocation Funding of GP commitments during the quarter was $23 million. Regular Dividend of $0.01 per share of common stock was declared for the quarter. Corporate (1) The reported Capital Raised YTD, is inclusive of all capital committed to DigitalBridge managed investment vehicles YTD, measured as of November 1, 2023. (2) Based on 9/30/23 FEEUM respectively, multiplied by the weighted average annual fee rate % and inclusive of capital raised for new products that have yet to begin charging fees and recurring business service fees.
17 TOTAL COMPANY 3Q22 3Q23 % Change YOY 3Q22 LTM 3Q23 LTM % Change YOY Fee Income $41.3 65.2 +58% $184.4 $234.4 +27% Carried Interest (realized and unrealized) 121.7 168.9 +39% 231.3 370.3 +60% Principal Investment Income 11.5 17.9 +56% 89.0 73.4 (18%) Property Operating Income 244.3 214.1 (12%) 871.0 926.1 +6% Interest & Other Income 11.0 10.9 (1%) 43.9 47.4 +8% Consolidated Revenues $429.9 $477.1 +11% $1,419.7 $1,651.7 +16% DBRG Pro Rata Share of Revenues $200.3 $237.0 +18% $522.7 $677.4 +30% Adjusted EBITDA $29.1 $33.6 +15% $101.5 $129.9 +28% Distributable Earnings ("DE") $32.3 $35.0 +8% $16.2 $23.3 +44% Distributable Earnings / Share $0.18 $0.20 +9% $0.07 $0.13 +75% Consolidated revenues were up 11% YoY, led by Fee Income growth of 58%, driven by higher Fee-Earning Equity Under Management. Adjusted EBITDA of $34 million grew 15%, with increased earnings from our IM segment offset by reduced ownership of operating segment assets. CONSOLIDATED RESULTS (NON-GAAP) Note: All $ in millions
18 INVESTMENT MANAGEMENT ("IM") 3Q22 3Q23 % Change YOY 3Q22 LTM 3Q23 LTM % Change YOY Fee Income, excluding incentive fees $42.0 $66.1 +57% $182.8 $237.0 +30% Other Income 0.4 0.4 1.4 2.5 G&A (20.9) (37.3) (77.9) (117.2) Minority Holder Allocation of Adjusted EBITDA – – (23.3) – Fee Related Earnings ("FRE") $21.5 $29.2 +36% $83.0 $122.3 +47% FRE Margin (Consolidated) 51.1% 44.2% 45.4% 51.6% Distributable Earnings Adjustments Realized Net Carried Interest (Loss) 20.3 27.9 20.2 39.7 Realized Net Investment Income (Loss) – – – – Other IM Expenses & Taxes (6.4) (3.9) (4.2) (23.0) IM Segment Distributable Earnings ("DE") $35.3 $53.3 +51% $75.7 $139.0 +84% (1) During 3Q23, Fee Income increased 57% driven by increased FEEUM from new strategies and the InfraBridge acquisition. FRE and segment-level distributable earnings increased 36% and 51% respectively. FRE Margin was impacted by higher corporate expenses attributed to the IM segment. INVESTMENT MANAGEMENT RESULTS (NON-GAAP) Note: All $ in millions (1) G&A excludes start-up FRE associated with new strategies, which is captured in Other IM Expenses & Taxes. (2) Fee Related Earnings (”FRE”) does not include net corporate overhead expenses captured in ‘Corporate & Other EBITDA’ as presented in DBRG’s supplemental financial statements, which were ($5.2) million and ($5.1) million respectively for 3Q22 and 3Q23. Incorporating these costs may enhance investor’s evaluation of corporate profitability as DBRG moves closer to single segment reporting following deconsolidation of its Operating Segment. (1) (2)
19 % Change YoY3Q233Q22Carried Interest Detail $141.0 ($1.8) Unrealized Carried Interest – Income 27.9 123.5 Realized Carried Interest – Income 39%$168.9 $121.7 Carried Interest – Income (as reported on GAAP Income Statement) ($72.9)($1.0)Unrealized Carried Interest – Compensation Expense –(79.8) Realized Carried Interest – Compensation Expense (10%)($72.9)($80.8)Carried Interest – Compensation Expense 134%$96.0$41.0Net Carried Interest (Unrealized and Realized)(1) INVESTMENT MANAGEMENT SEGMENT DETAIL (NON-GAAP) % Change YoY3Q233Q22Other IM Expenses Detail ($1.2)($2.4)Startup Costs / New Product G&A ($0.0)$0.0Placement Fees ($0.4)($0.2)Other, at-share ($2.3)($2.6)Allocated Securitization Interest $0.0($1.3)Income Tax Benefit (expense) (40%)($3.9)($6.4)Total Other IM Expenses, net Carried interest income of $169 million, up 39% YoY, including accruals of $141 million and realized carried interest of $28 million resulting from the final closing of the DataBank recapitalization. Other IM Expenses continue to decline YoY. (1) Net Carried Interest represents GAAP consolidated amount before non-controlling interest share of carried interest (consisting of legacy ownership and Wafra).
20 OPERATING 3Q22 3Q23 % Change YOY 3Q22 LTM 3Q23 LTM % Change YOY Revenues $36.5 $25.3 (31%) $144.8 $106.8 (26%) Expenses (21.3) (14.7) (31%) (82.3) ($59.8) (27%) Adjusted EBITDA $15.2 $10.6 (30%) $62.5 $47.0 (25%) Interest & Other Expenses (7.1) (6.2) (14%) (27.9) (24.4) (13%) Maintenance Capex (1.9) (1.4) (27%) (6.9) (5.2) (25%) Distributable Earnings $6.2 $3.1 (50%) $27.7 $17.4 (37%) EBITDA Margin 41.6% 42.0% +1.0% 43.2% 44.0% +0.8% Ownership 17% 12% (28%) OPERATING SEGMENT RESULTS (NON-GAAP) Note: All $ in millions (1) At the beginning of the recapitalization process in August 2022 DBRG at-share Operating Segment revenues and earnings declined YoY due to lower DBRG ownership of businesses in this segment. Notably, since 3Q22, progress on the DataBank recap lowered DBRG ownership from 22%(1) to 9.9%, ultimately resulting in its deconsolidation as of September 14, 2023. Excluding the impact of the ownership reduction, consolidated revenue was up 8% and Adj. EBITDA was up 9%. YoY reduction due to sale of ownership interests in DataBank; excluding sale EBITDA was up 9%.
21 $276M Run Rate Fee Revenue INVESTMENT MANAGEMENT GROWTH (1) Based on 9/30/23 FEEUM multiplied by the weighted average annual fee rate % and inclusive of capital raised for new products that have yet to begin charging fees and recurring business service fees. Run-Rate Fee Revenue is calculated by multiplying committed FEEUM as of the referenced date by the average annual fee rate % to provide an indication of future expected revenue DBRG SHARE EXCLUDES 31.5% MINORITY INTEREST FOR PERIODS PRIOR TO MAY 2022 CONVERSION EXCLUDES 1X ITEMS 3Q Annualized Fee Revenue increased 45% YoY and declined slightly QoQ due to coinvest syndications which reduced FEEUM and were not yet offset by newly activated FEEUM. IM Segment FRE on a QoQ basis was impacted by higher corporate expenses attributed to the IM segment. Annualized Fee Revenue Annualized IM Segment FRE (1) $94M $106M $120M $148M $182M $181M $237M $266M $264M $53M $60M $73M $83M $100M $97M $138M $138M $125M 3Q21 4Q21 1Q22 2Q22 3Q22 4Q22 1Q23 2Q23 3Q23
22 ($ in Millions) Consolidated Balance Sheet Assets 6/30/23 Other Q3 Activity Deconsolidation of DataBank 9/30/23 Cash and Cash Equivalents 427$ 60$ (53)$ 434$ Restricted Cash 155 (1) (50) 105 Investments 1,289 591 – 1,880 Real Estate 6,178 107 (3,235) 3,051 Goodwill 923 6 (463) 466 Deferred Leasing Costs and Intangible Assets 1,053 (33) (322) 698 Other Assts 608 22 (464) 165 Due From Affiliates 71 (1) – 70 Assets Held For Disposition 54 0 (50) 4 Total Assets 10,757$ 751$ (4,636)$ 6,872$ Liabilities Corporate Debt 370$ 1$ – 371$ Non-recourse investment level debt 5,026 70 (2,310) 2,786 Intangible Liabilities, net 28 (1) (7) 21 Other Liabilities 1,158 231 (721) 669 Liabilities related to assets held for disposition 13 (1) (12) 0 Total Liabilities 6,596$ 300$ (3,049)$ 3,847$ Redeemable noncontrolling interests 32 (5) – 27 Noncontrolling interests in investment entities 2,640 29 (1,427) 1,242 Noncontrolling interests in Operating Company 47 19 – 66 Total Stockholders' Equity 1,442 408 (159) 1,691 Total Equity 4,129$ 456$ (1,587)$ 2,998$ Total Liabilities, Redeemable noncontrolling interests and Equity 10,757$ 751$ (4,636)$ 6,872$ DATABANK DECONSOLIDATION The most significant change to the balance sheet during 3Q was the deconsolidation of DataBank, which substantially reduced consolidated debt and further simplified our corporate profile. (1) (1) The deconsolidation of DataBank resulted in the derecognition of the assets, liabilities and noncontrolling interests as of September 14, 2023. Key Takeaways Deleveraging Significant debt reduction with $2.3 billion of non-recourse investment level debt deconsolidated. DataBank Transitions to Investments DataBank valuation steps up from cost to fair market value and is now carried under ‘Investments’ on the balance sheet. Simplification Complexity of balance sheet with combined line items from asset management and digital real estate businesses reduced. When Vantage SDC is deconsolidated, this will be complete.
23 BALANCE SHEET PROFILE Assets Equity Investments (At Share) $303GP Affiliated Investment in DBP Series 321GP Affiliated Investments - Other & Warehoused Investments (Credit, Core, Infrabridge, Liquid, Ventures) 434GP Affiliated Investment in DataBank $1,058Equity Investments Total (at share) 224Operating Net Carrying Value (Vantage SDC)(1) 230Corporate Cash $1,512Key Corporate Assets $530Current Liquidity (Corporate Cash + VFN Availability) Capitalization Primary assets are equity investments where we invest alongside our LPs, Operating Segment Net Equity Value and Corporate Cash. DigitalBridge continues to maintain strong liquidity levels. All figures as of 9/30/23, unless otherwise noted, $ in millions 2.8%$2,802$368Investment Level Debt (2) Corporate Debt 5.8%$78$78Exchangeable Notes ($78M ‘25) 3.9%$300$300Securitized Notes n/a--Revolver (VFN; $300M Available) 4.3%$378$378Total Corporate Debt 7.1%$822Preferred Stock Blended Avg. CostConsolidated DBRG Pro Rata DigitalBridge consolidates financial statements of Operating Segment portfolio companies’ ’Investment Level Debt’ despite minority ownership position; Pro Rata column details DBRG-relevant share of debt, consolidated figures provided for ease of comparison to financial statements To Be Deconsolidated w/Operating Segment (1) Represents DBRG Share of investment cost basis & additional capital expenditures, less unpaid principal balance; does not reflect current market value of investments (2) Excludes debt related to certain credit investments that are temporary in nature
24 3 EXECUTING THE DIGITAL PLAYBOOK DIGITALBRIDGE CREDIT
25 109% -25% 0% 25% 50% 75% 100% 125% 2018 2019 2020 2021 2022 2.72% 3.88% PRIVATE CREDIT: A GROWING FORCE IN GLOBAL MARKETS Since 2010, $1.8 trillion of aggregate capital has been raised by institutional asset managers to fund the growing demand for credit, taking share from traditional lenders and capital markets. Growth in debt outstanding since 2018 Source: Barclays WHY PRIVATE CREDIT NOW? Demand As borrowers face increasing liquidity needs, the private credit market is filling the gap left by traditional lenders which have tightened restrictions and have made it more difficult to access necessary capital. Better Returns With an increase in interest rates, the return profile for floating debt becomes increasingly attractive Reliable Income Diminishing returns in other asset classes, resulting from increased operating expenses, have led to investors seeking the return predictability of credit products. 10 Year Yield High-yield bonds Bank loans Private credit
26 PRIVATE CREDIT: INCREASING INSTITUTIONAL APPETITE Attractive risk-adjusted returns boosted by a rising rate environment are driving strong interest in private credit from institutional investors. 63% 58% 0% 10% 20% 30% 40% 50% 60% 70% Private Equity Venture Capital Private Debt Hedge Funds Real Estate Infrastructure Natural Resources RISING ‘INTENT TO ALLOCATE’ CAPITAL FORMATION IN PRIVATE CREDIT Source: Prequin Investor Surveys, November 2022 $142B $172B $220B $258B $227B $159B $- $200B $400B $600B $800B $1,000B $1,200B $1,400B $1,600B $1,800B $2,000B 2018 2019 2020 2021 2022 2023 YTD Aggregate Capital Raised Total AUM Average Fund Size $0.8T $1.8T =+$1T Past 5 yrs. DigitalBridge Credit is at the intersection of the two asset classes with the highest intent to increase allocations among institutional investors = >50% Intend to Increase Allocations Total Private Credit AUM has more than doubled in the past 5 years to $1.8 trillion and is on track to exceed $200 billion in new capital for the 4th consecutive year Private Credit Infra Source: Prequin
27 DigitalBridge finished Q3 2023 with $1B of capital raised across fund investments, separately managed accounts and co- investments Providing financial sponsors with skill capital that leverages the DBRG ecosystem Flexible check sizes between $20M - $300M Full spectrum credit solutions: first lien, senior secured debt to preferred equity Cloud Infrastructure First Lien TL Delayed Draw TL Fiber-to-the-home-provider First Lien TL Delayed Draw TL 2023 Dean Criares Managing Director Digital Private Credit Chris Moon Managing Director Origination Joshua Parrish Managing Director Credit William S. Lutkins Managing Director Credit Michael Zupon Co-Chair of Investment Committee A Focused and Dedicated Digital Infrastructure Player in Private Credit INVESTMENT STRATEGY FINANCING THE GROWTH OF THE NEW ECONOMY CREDIT INVESTMENT TEAM DIGITALBRIDGE PRIVATE CREDIT PLATFORM DigitalBridge Credit delivers investment solutions to support the growth of companies across the Digital Infrastructure sector. Fee Paying Capital Raised SELECT ANNOUNCED INVESTMENTS B ui lt to C ap ita liz e on O pp or tu ni tie s Ac ro ss T he S ec to r O ur P la tf or m DIGITAL INFRASTRUCTURE EQUITY ‘Value-Add’ Digital Infrastructure Equity Investing on a Global Basis CORE PLUS Long-duration, stabilized assets VENTURES Software Powering Next- Gen Networks LIQUID Public Market Investing DBRG CREDIT Financing the Digital Economy $1B H. K. Hallett Vice President Structuring & Underwriting Tiara Tingle Associate Structuring & Underwriting
28 BEST ‘POUND FOR POUND’ AI COMPUTE FAST, FLEXIBLE & COST EFFECTIVE HIGHLY SCALABLE $160B TAM(1) DIGITALBRIDGE CREDIT CASE STUDY: COREWEAVE FINANCING NEXT-GEN AI COMPUTE CoreWeave is leading a new generation of Specialized Cloud Providers focused on serving AI workloads at scale with the latest technology. CUSTOMER VALUE PROP Sources: (1) IDC AI TAM by 2027 TECHNOLOGY STACK Purpose Built For AI Access to Latest Gen GPUs Networking Fabric – Reducing latency, boosting utilization Value-add Software & Technical Resources CLOUD INFRA SERVICE PROVIDER GPUaaS SERVING AI WORKLOADS CoreWeave unveiled the world's fastest AI supercomputer built in partnership with NVIDIA CoreWeave supercomputer trained the new MLPerf GPT-3 175B large language model (LLM) in under 11 minutes 29x faster than 2nd next competitor and 4x larger than the 3rd next competitor “Companies are now racing to deploy accelerated computing for the generative AI era. Over the next decade, most of the world's data centers will be accelerated.” Jensen Huang, CEO Nvidia
29 SOURCE VET ACCELERATE Significant market intelligence and tangible value proposition Ability to de-risk transactions by leveraging DigitalBridge’s ecosystem CoreWeave attracted to breadth of DigitalBridge data center assets and industry expertise Credit underwriting process enhanced by access to: DigitalBridge Data Center Portcos Relationships with leading global tech companies ‘talk to the logos’ Support CoreWeave’s Time-To- Market advantage leveraging DBRG global data center expertise Alpha creation through our ability to accelerate our portfolio companies Access to leading global data center platforms including Switch, Vantage, DataBank, Scala, Aims, AtlasEdge Source/Vet/Accelerate: DigitalBridge Credit participation in CoreWeave financing highlights strategic value of DigitalBridge Ecosystem DIGITALBRIDGE CREDIT CASE STUDY: COREWEAVE LEVERAGING THE DIGITALBRIDGE ECOSYSTEM $2.3 Billion Debt Financing Growth capex to fund purchase of GPUs, data center capacity and invest in CoreWeave platform Closed: July 30, 2023 DigitalBridge Credit participated alongside Blackstone, Magnetar, Coatue Investment Highlights: High-quality investment-grade counterparties Asset-backed collateral Fixed price, recurring revenue for reserved capacity Rapidly growing demand for AI/ML computing capabilities
30 2023 CEO PRIORITIES: 3 THINGS THAT MATTER CEO 2023 Checklist Secular Tailwinds Around Connectivity – Big Growing TAM The Leading Management Team 25+ years Investing and Operating Digital Assets Converged Vision with Exposure to Entire Digital Ecosystem Focus on realization of high-growth digital infrastructure platform FUNDRAISE • $5.4B on the way to $8B in new capital formed • Strong finish into year end 2023 SIMPLIFY – 50% COMPLETE Deconsolidated DataBank New fund performance reporting • Vantage SDC is ‘up next’ PORTCO PERFORMANCE • Continuing to deliver solid growth across the portfolio • Early stages of AI-led demand will require more building and capital Note: There can be no assurance that actual amounts will not be materially higher or lower than these expectations. Readers should refer to the discussion in the Cautionary Statement Regarding Forward-Looking Statements section at the beginning of this presentation. Disclaimer: Past performance is not indicative of future results.
31 4 Q&A SESSION
32 5 APPENDIX
33 NON-GAAP RECONCILIATIONS ($ in thousands) 3Q23 2Q23 1Q23 4Q22 3Q22 2Q22 1Q22 4Q21 Net income (loss) attributable to common stockholders $ 261,828 $ (22,411) $ (212,473) $ (19,356) $ (63,273) $ (37,321) $ (262,316) $ (20,686) Net income (loss) attributable to noncontrolling common interests in Operating Company 19,918 (1,745) (16,662) (1,583) (4,834) (3,090) (22,862) (1,946) Net income (loss) attributable to common interests in Operating Company and common stockholders 281,746 (24,156) (229,135) (20,939) (68,107) (40,411) (285,178) (22,632) Adjustments for Distributable Earnings (DE): Transaction-related and restructuring charges $7,522 $7,823 $18,391 $23,772 $23,249 $29,300 $24,668 $29,977 Unrealized other (gain) loss, net (254,737) 14,419 144,791 4,393 (9,880) 31,577 136,613 (42,495) Unrealized principal investment income (17,943) (30,409) (3,562) (20,443) 2,669 (16,443) (6,389) (10,116) Unrealized carried interest allocation, net of associated compensation expense (68,099) (43,791) 18,240 (70,541) (1,228) (58,775) 13,078 (7,375) Compensation expense - equity-based 18,621 25,937 16,339 7,549 18,619 9,344 18,720 19,416 Depreciation and amortization 128,156 149,263 141,220 148,508 146,810 153,548 130,597 145,031 Straight-line rent revenue and expense (2,169) (1,860) (1,727) (7,063) (8,895) (2,956) (2,548) (1,986) Amortization of acquired above- and below-market lease values, net (141) 370 26 100 80 (10) (248) (333) Impairment loss – – – – – 12,184 23,802 (40,732) Gain from sales of real estate – – – – – – – (197) Non-revenue enhancing capital expenditures (11,396) (8,284) (8,564) (14,774) (10,992) (13,377) (1,372) (1,097) Finance lease interest expense, debt prepayment penalties and amortization of deferred financing costs, debt premiums and discounts 3,745 7,578 15,523 5,572 5,627 5,238 98,465 36,685 Preferred share redemption (gain) loss – (927) – – – – – 2,127 Income tax effect on certain of the foregoing adjustments – – – 55 – – (589) 8,195 Adjustments attributable to noncontrolling interests in investment entities (52,496) (88,604) (118,563) (69,810) (136,338) (91,676) (132,237) (105,150) DE from discontinued operations 2,239 2,653 3,656 (4,772) 70,721 (16,940) (22,446) (20,954) After-tax DE $ 35,048 $ 10,012 $ (3,365) $ (18,393) $ 32,335 $ 603 $ (5,064) $ (11,636) W.A. Common Shares and OP Units 175,938 174,876 173,123 173,182 176,827 168,643 157,248 146,276 DE per basic share $ 0.20 $ 0.06 $ (0.02) $ (0.11) $ 0.18 $ 0.00 $ (0.03) $ (0.08) ($ in thousands) 3Q23 2Q23 1Q23 4Q22 3Q22 2Q22 1Q22 4Q21 After-tax DE $ 35,048 $ 10,012 $ (3,365) $ (18,393) $ 32,335 $ 603 $ (5,064) $ (11,636) Interest expense included in DE 9,524 10,130 12,549 13,756 16,348 14,142 13,280 13,775 Income tax expense (benefit) included in DE 37 2,825 1,092 30,616 (7,839) (2,662) (6,849) 631 Preferred dividends 14,645 14,675 14,676 14,765 15,283 15,759 15,759 16,139 Principal Investment Income (Loss) – – (277) (1,860) (9,303) – (58) (157) Placement fee expense 15 3,653 – – – – – 603 Realized carried interest (allocation) reversal, net of associated compensation (expense) reversal (27,927) 883 (243) (12,377) (20,258) – 1,172 (1,092) Investment costs and non-revenue enhancing capital expenditures in DE 2,249 706 1,194 1,252 2,531 3,086 2,023 2,463 Non pro-rata allocation of income (loss) to noncontrolling interests – – – – – – 231 231 Adjusted EBITDA $ 33,591 $ 42,884 $ 25,626 $ 27,759 $ 29,097 $ 30,928 $ 20,494 $ 20,957
34 NON-GAAP RECONCILIATIONS ($ in thousands) 3Q23 2Q23 1Q23 4Q22 3Q22 2Q22 1Q22 4Q21 IM net income (loss) $100,014 $ 35,177 $ (2,804) $ 81,167 $ 46,065 $ 67,995 $ (9,143) $ 28,194 Adjustments: Interest expense (income) 2,128 2,268 2,411 2,200 2,906 2,771 2,500 2,499 Investment expense, net of reimbursement 97 – 51 156 230 (200) 138 (12) Depreciation and amortization 9,003 11,039 6,409 6,135 5,369 5,375 5,276 5,928 Compensation expense—equity-based 7,218 17,099 3,898 6,639 2,654 3,361 3,191 2,011 Compensation expense—carried interest and incentive (96,026) (43,349) 17,056 (84,206) (40,867) (61,710) 10,767 20,201 Administrative expenses—straight-line rent 511 (39) 77 1,541 68 76 159 75 Administrative expenses—placement agent fee 15 3,653 – – – – – 880 Transaction-related and restructuring charges 3,891 3,025 9,682 8,101 2,317 4,042 3,942 2,516 Principal investment income (loss) (1,451) (1,604) (318) (2,072) (1,016) (1,016) (17) (31,608) Other (gain) loss, net 2,662 3,608 (3,082) (248) 110 424 3,055 (52) Income tax (benefit) expense (15) 2,356 217 2,172 1,263 2,006 2,374 1,852 IM Adjusted EBITDA $ 28,047 $ 33,233 $ 33,597 $ 21,585 $ 19,099 $ 23,124 $ 22,242 $ 32,484 Exclude: Start-up FRE of certain new strategies 1,155 1,165 915 2,643 2,399 2,335 2,362 2,306 IM FRE $ 29,202 $ 34,398 $ 34,512 $ 24,228 $ 21,498 $ 25,459 $ 24,604 $ 34,790 Wafra’s 31.5% ownership – – – – – (4,700) (7,615) (11,033) DBRG OP share of IM FRE $ 29,202 $ 34,398 $ 34,512 $ 24,228 $ 21,498 $ 20,759 $ 16,989 $ 23,757 3Q23 2Q23 1Q23 4Q22 3Q22 2Q22 1Q22 4Q21 Operating net income (loss) from continuing operations $ (79,707) $ (93,055) $(97,942) $(76,990) $(93,772) $ (85,428) $(74,141) $(83,909) Adjustments: Interest expense 45,305 51,285 59,984 45,222 40,770 37,233 36,184 35,144 Income tax (benefit) expense (202) 499 (56) 509 (5) 161 (330) (1,941) Depreciation and amortization 118,681 138,209 134,699 133,269 130,663 145,817 122,891 126,436 Straight-line rent expenses and amortization of above- and below- market lease intangibles (2,031) (678) (1,221) (1,749) (2,827) (236) (377) 370 Compensation expense—equity-based 3,968 4,926 5,275 (95) 10,852 752 752 1,918 Installation services – – – – – – – 2,097 Transaction-related and restructuring charges 1,250 1,328 184 1,574 1,105 2,400 4,636 3,188 Other gain/loss, net 1,612 (344) (1,769) (3,188) 4,418 534 (956) 1,226 Operating Adjusted EBITDA $ 88,876 $102,170 $ 99,154 $ 98,552 $ 91,204 $101,233 $ 88,659 $ 84,529
35 BALANCE SHEET ($ in thousands, except per share data) (unaudited) As of September 30, Consolidated Assets Cash and cash equivalents $ 434,044 Restricted cash 104,626 Investments 1,879,981 Real estate 3,050,577 Goodwill 466,092 Deferred leasing costs and intangible assets 697,754 Other assets 165,340 Due from affiliates 69,695 Assets held for disposition 3,982 Total assets $ 6,872,091 Liabilities Corporate debt $ 371,121 Non-recourse investment-level debt 2,786,052 Intangible liabilities 20,833 Other liabilities 668,572 Liabilities related to assets held for disposition 175 Total liabilities 3,846,753 Commitments and contingencies Redeemable noncontrolling interests 27,178 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; 163,264 shares issued and outstanding 1,632 Class B, 250 shares authorized; 166 shares issued and outstanding 2 Additional paid-in capital 7,835,826 Accumulated deficit (6,941,470) Accumulated other comprehensive income (loss) 113 Total stockholders’ equity 1,690,773 Noncontrolling interests in investment entities 1,241,556 Noncontrolling interests in Operating Company 65,831 Total equity 2,998,160 Total liabilities, redeemable noncontrolling interests and equity $ 6,872,091
36 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 shareholders (composed of the Company's fund investments as GP affiliate, warehoused investments, and the Company's interest in portfolio companies consolidated 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 (on an undepreciated basis as it relates to the Company's interest in portfolio companies consolidated in the Operating segment). The Company's calculations of AUM may differ from the calculations of other asset managers, and as a result, this measure may not be comparable to similar measures presented by other asset managers. DigitalBridge Operating Company, LLC (“DBRG at-share”) The operating partnership through which the Company conducts all of its activities and holds substantially all of its assets and liabilities. DBRG at-share 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. 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.
37
Document
| Cautionary Statement Regarding Forward-Looking Statements |
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This presentation may contain forward-looking statements within the meaning of the federal securities laws. Forward-looking statements relate to expectations, beliefs, projections, future plans and strategies, anticipated events or trends and similar expressions concerning matters that are not historical facts. In some cases, you can identify forward-looking statements by the use of forward-looking terminology such as “may,” “will,” “should,” “expects,” “intends,” “plans,” “anticipates,” “believes,” “estimates,” “predicts,” or “potential” or the negative of these words and phrases or similar words or phrases which are predictions of or indicate future events or trends and which do not relate solely to historical matters. You can also identify forward-looking statements by discussions of strategy, plans or intentions.
Forward-looking statements involve known and unknown risks, uncertainties, assumptions and contingencies, many of which are beyond the Company’s control, and may cause the Company’s actual results to differ significantly from those expressed in any forward-looking statement. Factors that might cause such a difference include, without limitation, our ability to grow our business by raising capital for our funds and the companies that we manage; our position as an investor and investment manager of digital infrastructure and our ability to manage any related conflicts of interest; adverse changes in general economic and political conditions, including those resulting from supply chain difficulties, inflation, interest rate increases, a potential economic slowdown or a recession; our exposure to business risks in Europe, Asia and other foreign markets; our ability to obtain and maintain financing arrangements, including securitizations, on favorable or comparable terms or at all; the ability of our managed companies to attract and retain key customers and to provide reliable services without disruption; the reliance of our managed companies on third-party suppliers for power, network connectivity and certain other services; our ability to increase assets under management ("AUM") and expand our existing and new investment strategies; our ability to integrate and maintain consistent standards and controls, including our ability to manage our acquisitions in the digital infrastructure and investment management industries effectively; our business and investment strategy, including the ability of the businesses in which we have significant investments to execute their business strategies; performance of our investments relative to our expectations and the impact on our actual return on invested equity, as well as the cash provided by these investments and available for distribution; our ability to deploy capital into new investments consistent with our investment management strategies; the availability of, and competition for, attractive investment opportunities and the earnings profile of such new investments; our ability to achieve any of the anticipated benefits of certain joint ventures, including any ability for such ventures to create and/or distribute new investment products; our expected hold period for our assets and the impact of any changes in our expectations on the carrying value of such assets; the general volatility of the securities markets in which we participate; the market value of our assets; interest rate mismatches between our assets and any borrowings used to fund such assets; effects of hedging instruments on our assets; the impact of economic conditions on third parties on which we rely; the impact of any security incident or deficiency affecting our systems or network or the system and network of any of our managed companies or service providers; any litigation and contractual claims against us and our affiliates, including potential settlement and litigation of such claims; our levels of leverage; the impact of legislative, regulatory and competitive changes, including those related to privacy and data protection; the impact of our transition from a real estate investment trust ("REIT") to a taxable C corporation for tax purposes, and the related liability for corporate and other taxes; whether we will be able to utilize existing tax attributes to offset taxable income to the extent contemplated; our ability to maintain our exemption from registration as an investment company under the Investment Company Act of 1940, as amended (the “1940 Act”); changes in our board of directors or management team, and availability of qualified personnel; our ability to make or maintain distributions to our stockholders; and our understanding of and ability to successfully navigate the competitive landscape in which we and our managed companies operate and other risks and uncertainties, including those detailed in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2022 and Quarterly Reports on Form 10-Q for the fiscal quarters ended March 31, 2023 and June 30, 2023 under the heading “Risk Factors,” as such factors may be updated from time to time in the Company’s subsequent periodic filings with the U.S. Securities and Exchange Commission (“SEC”). All forward-looking statements reflect the Company’s good faith beliefs, assumptions and expectations, but they are not guarantees of future performance. Additional information about these and other factors can be found in the Company’s reports filed from time to time with the SEC.
The Company cautions investors not to unduly rely on any forward-looking statements. The forward-looking statements speak only as of the date of this presentation. The Company is under no duty to update any of these forward-looking statements after the date of this presentation, nor to conform prior statements to actual results or revised expectations, and the Company does not intend to do so.
This presentation is for informational purposes only and does not constitute an offer to sell or a solicitation of an offer to buy any securities of the Company. This information is not intended to be indicative of future results. Actual performance of the Company may vary materially.
The appendices herein contain important information that is material to an understanding of this presentation and you should read this presentation only with and in context of the appendices.
| DigitalBridge | Supplemental Financial Report |
|---|---|
| Important Note Regarding Non-GAAP Financial Measures | |
| --- |
This financial supplemental package includes certain non-GAAP financial measures and operating metrics that are not defined by generally accepted accounting principles, or GAAP.
DigitalBridge conducts its business through two reportable segments: (i) Investment Management; and (ii) Operating, the Company's direct co-investment in digital infrastructure assets held by its portfolio companies. In order to enhance a full understanding of the business, the Company presents certain non-GAAP measures that allow for comparability with companies that operate in each of these two reportable segments. 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, which represents the Company''s core business while presenting Adjusted EBITDA allows for some measure of comparability against companies that hold digital infrastructure assets similar to assets in the Company's Operating segment.
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, the Company believes 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, amortization and impairment charges; debt prepayment penalties and amortization of deferred financing costs, debt premiums and discounts; our share of unrealized carried interest allocation, net of associated compensation expense; non-cash equity-based compensation costs; preferred stock redemption gain (loss); straight-line adjustment to lease income and expense; interest expense on finance leases in the Operating segment, amortization of above and below market leases in the Operating segment; straight-line adjustment to lease income and expense in the Operating segment, non-revenue enhancing capital expenditures necessary to maintain operating real estate in the Operating segment; and income tax effect on certain of the foregoing adjustments. 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. Generally, the income tax effect associated with income and expense items excluded from the calculation of DE are similarly excluded from DE. However, where the resulting income tax liability or benefit arising from these excluded items increase or decrease actual income tax paid or payable by the Company in any one period, the income tax effect of these items are included in DE (for example, equity-based compensation). In connection with our Operating segment, non-revenue enhancing capital expenditures are excluded as these are not recurring capital expenditures and are not incurred to maintain and extend the useful life of operating digital assets that support the generation of revenues. 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 |
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| 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. The Company views Adjusted EBITDA as particularly helpful in evaluating the relative contribution of our Operating segment, absent the effects of leverage, as the consolidated portfolio companies in the Operating segment have higher leverage relative to the Company’s own capital structure. The Company believes 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, income taxes, capital expenditures or other recurring cash requirements, 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, our share of incentive fees and distributed carried interest net of associated compensation expense, and capital expenditures in the Operating segment as deducted in DE. 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, as discussed below. 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 income 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 income 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.
The Company believes 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, a private investment firm, prior to the Company's redemption of Wafra's interest in the investment management business.
Operating
This segment is composed of balance sheet equity interests in digital infrastructure portfolio companies, which generally earn rental income from providing use of digital asset space and/or capacity through leases, services and other agreements. The Company owned interests in two portfolio companies: Vantage SDC, a stabilized hyperscale data center business, and through mid-September 2023, DataBank, an edge colocation data center business. DataBank and Vantage SDC are portfolio companies managed by the Company under its Investment Management segment with respect to equity interests owned by third party capital.
Corporate and Other
This segment is composed of the Company's other investment activities and corporate activities.
Other investment activities are composed of the Company's equity interests in: (i) digital investment vehicles, including the DBP flagship funds and InfraBridge GIF funds, and seed investments in various strategies such as digital core, liquid and credit; and (ii) remaining non-digital investments. Outside of its general partner interests, the Company's other equity interests in its sponsored and/or managed digital investment vehicles are considered to be incidental to its digital investment management business. The primary economics to the Company are represented by fee income and carried interest as general partner and/or manager, rather than economics from its equity interest in the investment vehicles as a limited partner or equivalent. With respect to seed investments, these are not intended to be a long-term deployment of capital by the Company and are expected to be warehoused temporarily on the Company's balance sheet until sufficient third party capital has been raised. These other investment activities generate largely principal investment earnings or losses and to a lesser extent, revenues in the form of interest income or dividend income from warehoused investments and consolidated investment vehicles. Effective the third quarter of 2021, these activities are no longer presented separately as the Digital Other and Other segments, which is consistent with and reflects management's focus on its core digital operations and overall simplification of the Company's business. This change in segment presentation is reflected retrospectively. During the first quarter of 2023, the Company sold all of its equity investment in BrightSpire Capital, Inc. (NYSE: BRSP). The Company's investment in BRSP qualified as held for sale and discontinued operations in March 2023. Accordingly, for all prior periods presented, the equity method investment in BRSP is presented as assets held for disposition on the consolidated balance sheets and equity method earnings (loss) from BRSP is presented as loss from discontinued operations on the consolidated statements of operations. This change is reflected retrospectively.
Corporate activities include corporate level cash and corresponding interest income, corporate level financing and related interest expense, corporate level transaction costs, costs in connection with unconsummated investments, income and expense related to cost reimbursement arrangements with affiliates, fixed assets for administrative use, compensation expense not directly attributable to reportable segments, corporate level administrative and overhead costs, and adjustments to eliminate intercompany fees. Costs which are directly attributable, or otherwise can be subjected to a reasonable and systematic allocation, have been allocated to each of the reportable segments. As segment results are presented before elimination of intercompany fees, elimination adjustment pertains to fee income earned by the IM segment from third party capital in investment vehicles managed by the Company and consolidated within the Operating segment and in Corporate and Other.
Throughout this presentation, consolidated figures represent the interest of both the Company (and its subsidiary DigitalBridge Operating Company, LLC (the Operating Company" or “DBRG OP”)) and noncontrolling interests. Figures labeled as DBRG OP share represent the Company’s pro-rata share.
Fund Performance Metrics:
Certain performance metrics for our key investment funds from inception through September 30, 2023 are presented in this financial supplemental presentation. Excluded are funds with less than one year of performance history as of September 30, 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.
| DigitalBridge | Supplemental Financial Report | |||||||||||||||||
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| Table of Contents | ||||||||||||||||||
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| --- | --- | --- | --- | |||||||||||||||
| I. | Financial Overview | |||||||||||||||||
| a. | SummaryFinancialMetrics | 7 | ||||||||||||||||
| b. | Investment Management & Fund Performance | 8-9 | ||||||||||||||||
| II. | Financial Results | |||||||||||||||||
| a. | Balance Sheet Consolidated& Noncontrolling Interests’ Share | 10-11 | ||||||||||||||||
| b. | Consolidated Segment Operating Results | 12 | ||||||||||||||||
| c. | Noncontrolling Interests’ Share Segment Operating Results | 13 | ||||||||||||||||
| d. | Segment Reconciliation of Net Income toDE and Adjusted EBITDA | 14-15 | ||||||||||||||||
| III. | Capitalization | |||||||||||||||||
| a. | Debt Summary | 16 | ||||||||||||||||
| b. | Secured Fund Fee Revenue Notes and Variable Funding Notes | 17 | ||||||||||||||||
| c. | Convertible/Exchangeable Notes & Perpetual Preferred Stock | 18 | ||||||||||||||||
| IV. | Operating | 19-20 | ||||||||||||||||
| V. | Other | 21 | ||||||||||||||||
| VI. | Cash G&A Expense | 22 | ||||||||||||||||
| Appendices | ||||||||||||||||||
| Reconciliations of IM FRE and Operating Adjusted EBITDA to Net Income (Loss) | 24 | |||||||||||||||||
| Reconciliations of DE and Adjusted EBITDA and to Net Income (Loss) | 25-26 | |||||||||||||||||
| Definitions | 27 | DigitalBridge | Supplemental Financial Report | 6 | ||||||||||||||
| --- | --- | |||||||||||||||||
| Ia. Summary Financial Metrics | ||||||||||||||||||
| --- | ($ and shares in thousands, except per share data and as noted) (Unaudited) | 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 | 12/31/2021 - 4Q21 | |||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | ||
| Financial Data | ||||||||||||||||||
| Total Company | ||||||||||||||||||
| Net income (loss) attributable to common stockholders | $ | 261,828 | $ | (22,411) | $ | (212,473) | $ | (19,356) | $ | (63,273) | $ | (37,321) | $ | (262,316) | $ | (20,686) | ||
| Net income (loss) attributable to common stockholders per basic share(1) | 1.60 | (0.14) | (1.34) | (0.12) | (0.39) | (0.24) | (1.84) | (0.16) | ||||||||||
| Distributable Earnings ("DE") | 35,048 | 10,012 | (3,365) | (18,393) | 32,335 | 603 | (5,064) | (11,636) | ||||||||||
| DE per basic share(1) | 0.20 | 0.06 | (0.02) | (0.11) | 0.18 | — | (0.03) | (0.08) | ||||||||||
| Adjusted EBITDA | 33,591 | 42,884 | 25,626 | 27,759 | 29,097 | 30,928 | 20,494 | 20,957 | ||||||||||
| Investment Management | ||||||||||||||||||
| Total Assets Under Management ("AUM") (in billions) | $ | 74.6 | $ | 72.2 | $ | 69.3 | $ | 52.8 | $ | 50.3 | $ | 47.9 | $ | 46.6 | $ | 45.3 | ||
| Fee Earning Equity Under Management ("FEEUM") (in billions) | $ | 29.9 | $ | 29.1 | $ | 27.7 | $ | 22.2 | $ | 20.5 | $ | 19.0 | $ | 18.8 | $ | 18.3 | ||
| IM management fee income - DBRG OP share | 66,058 | 66,460 | 59,229 | 45,272 | 42,039 | 36,948 | 29,921 | 38,396 | ||||||||||
| IM FRE - DBRG OP share | 29,202 | 34,398 | 34,512 | 24,228 | 21,498 | 20,759 | 16,989 | 23,757 | ||||||||||
| IM FRE margin % | 44.2% | 51.8% | 58.3% | 53.5% | 51.1% | 56.2% | 56.8% | 61.9% | ||||||||||
| Net realized carried interest and incentive fees | 27,927 | (883) | 243 | 12,377 | 20,258 | — | (1,172) | 1,092 | ||||||||||
| Balance Sheet and Capitalization | ||||||||||||||||||
| Consolidated assets | $ | 6,872,091 | $ | 10,757,065 | $ | 10,743,429 | $ | 11,028,503 | $ | 11,740,829 | $ | 11,877,288 | $ | 11,232,157 | $ | 14,197,816 | ||
| Consolidated debt(2) | 3,184,830 | 5,527,422 | 5,449,950 | 5,212,657 | 5,394,134 | 5,612,274 | 5,187,597 | 4,922,722 | ||||||||||
| DBRG OP Share: | ||||||||||||||||||
| Total Assets | 2,888,793 | 2,868,093 | 3,001,644 | 3,334,288 | 3,755,231 | 4,177,806 | 3,561,501 | 6,233,158 | ||||||||||
| Corporate debt | 378,422 | 378,422 | 578,422 | 578,422 | 578,422 | 648,422 | 578,422 | 638,739 | ||||||||||
| Investment-level debt | 369,221 | 630,488 | 596,085 | 568,230 | 775,358 | 1,097,943 | 880,464 | 727,789 | ||||||||||
| Total Debt(2) | 747,643 | 1,008,910 | 1,174,507 | 1,146,652 | 1,353,780 | 1,746,365 | 1,458,886 | 1,366,528 | ||||||||||
| Corporate cash | 230,300 | 204,508 | 449,368 | 733,382 | 423,441 | 55,628 | 813,237 | 986,197 | ||||||||||
| Corporate cash & VFN / Revolver borrowing availability | 530,300 | 504,508 | 749,368 | 1,033,382 | 723,441 | 285,628 | 1,013,237 | 1,186,197 | ||||||||||
| Perpetual Preferred Equity, $25 per share liquidation preference | 821,899 | 821,899 | 827,711 | 827,779 | 827,779 | 883,500 | 883,500 | 883,500 | ||||||||||
| Basic shares and OP units outstanding(1)(3) | 175,806 | 175,017 | 174,235 | 172,712 | 175,918 | 176,930 | 162,461 | 155,138 | ||||||||||
| Diluted shares and OP units outstanding(1)(3) | 186,166 | 184,485 | 183,154 | 181,692 | 186,911 | 189,572 | 176,087 | 184,359 | ||||||||||
| Common dividend per share | $ | 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, OP units, and vested deferred stock 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. 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 | 9/30/23 | 6/30/23 | 3/31/23 | 12/31/22 | 9/30/22 | 6/30/22 | 3/31/22 | 12/31/21 | ||||||||
| DigitalBridge Partners I (DBP I) | $ | 3,345 | $ | 3,311 | $ | 3,180 | $ | 3,165 | $ | 2,802 | $ | 3,048 | $ | 3,034 | $ | 3,215 |
| DigitalBridge Partners II (DBP II) | 7,996 | 7,996 | 7,996 | 7,996 | 7,996 | 7,996 | 7,996 | 8,001 | ||||||||
| Separately Capitalized Portfolio Companies | 2,402 | 2,267 | 2,187 | 2,512 | 2,370 | 2,401 | 2,372 | 2,148 | ||||||||
| InfraBridge Global Infrastructure Funds (GIF) & Other | 5,083 | 5,112 | 5,083 | — | — | — | — | — | ||||||||
| Co-Investment (Sidecar) Capital | 8,519 | 7,990 | 7,000 | 6,525 | 6,310 | 4,651 | 4,370 | 4,105 | ||||||||
| Digital Core, Liquid and Credit Strategies | 2,591 | 2,383 | 2,248 | 2,036 | 1,021 | 933 | 1,013 | 786 | ||||||||
| IM FEEUM | $ | 29,936 | $ | 29,059 | $ | 27,694 | $ | 22,234 | $ | 20,499 | $ | 19,029 | $ | 18,785 | $ | 18,255 |
| ( in thousands) | ||||||||||||||||
| IM FRE | 3Q23 | 2Q23 | 1Q23 | 4Q22 | 3Q22 | 2Q22 | 1Q22 | 4Q21 | ||||||||
| Fee income | $ | 65,935 | $ | 65,812 | $ | 58,600 | $ | 44,371 | $ | 41,353 | $ | 44,758 | $ | 43,155 | $ | 43,145 |
| Fee income, other (1) | 123 | 648 | 629 | 901 | 686 | 355 | 523 | 8,787 | ||||||||
| Other income | 420 | 1,051 | 492 | 535 | 386 | 530 | 251 | 273 | ||||||||
| Compensation expense—cash | (29,695) | (26,286) | (19,795) | (17,805) | (18,876) | (17,725) | (17,675) | (16,275) | ||||||||
| Administrative expenses | (8,736) | (7,992) | (6,329) | (6,417) | (4,450) | (4,794) | (4,012) | (3,446) | ||||||||
| Exclude: Start-up FRE of certain new strategies | 1,155 | 1,165 | 915 | 2,643 | 2,399 | 2,335 | 2,362 | 2,306 | ||||||||
| IM FRE (2) | $ | 29,202 | $ | 34,398 | $ | 34,512 | $ | 24,228 | $ | 21,498 | $ | 25,459 | $ | 24,604 | $ | 34,790 |
| DBRG OP share of IM FRE(3) | $ | 29,202 | $ | 34,398 | $ | 34,512 | $ | 24,228 | $ | 21,498 | $ | 20,759 | $ | 16,989 | $ | 23,757 |
All values are in US Dollars.
Notes:
(1) Includes service fee income and one time catch-up fees earned, which are customary fees paid on newly raised 3rd party capital as if it were raised on the first closing date.
(2) For a reconciliation of net income / (loss) to IM FRE, please refer to the Appendices section of this presentation.
(3) In May 2022, DigitalBridge acquired Wafra’s 31.5% ownership in the Company's investment management business that Wafra initially acquired in July 2020, which resulted in 100% of the Company's IM FRE becoming entitled to DigitalBridge.
| DigitalBridge | Supplemental Financial Report | 8 | |||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Ib. Fund Performance | |||||||||||||||||||
| --- | |||||||||||||||||||
| ( in millions) | |||||||||||||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Commitments | Invested Capital(3) | Available Capital(4) | Investment Value | MOIC | |||||||||||||||
| Fund(1) | Total | Unfunded | Unrealized | Realized(5) | Total(6) | Gross(7) | Net(8) | ||||||||||||
| Value-Add | |||||||||||||||||||
| DigitalBridge Partners, LP | $ | 4,059 | $ | 494 | $ | 4,584 | $ | 494 | $ | 5,991 | $ | 1,139 | $ | 7,130 | 1.6x | 1.4x | |||
| DigitalBridge Partners II, LP | 8,286 | 974 | 7,681 | 979 | 8,340 | 662 | 9,002 | 1.2x | 1.1x | ||||||||||
| InfraBridge | |||||||||||||||||||
| Global Infrastructure Fund I, LP | 1,411 | 406 | 1,479 | 406 | 1,125 | 1,055 | 2,180 | 1.5x | 1.3x | ||||||||||
| Global Infrastructure Fund II, LP | 3,382 | 106 | 2,993 | 106 | 2,773 | 64 | 2,837 | 0.9x | 0.9x |
All values are in US Dollars.
(1) Listed herein are main fund vehicles. Performance metrics are presented in aggregate for main fund vehicle, its parallel vehicles and alternative investment vehicles.
(2) First close date of the fund. 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 includes 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 expenses and general partner carried interest. 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 unrealized fair value and realized value of investments 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 carried interest). Excludes capital attributable to the general partner, general partner affiliate and any other capital that is not subject to fees and/or carried interest. Net MOIC is calculated at the fund level and does not reflect net MOIC at the individual investor level.
| DigitalBridge | Supplemental Financial Report | 9 | |
|---|---|---|---|
| IIa. Financial Results - Balance Sheet | |||
| --- | |||
| ( in thousands, except per share data) (unaudited) | |||
| --- | --- | --- | --- |
| Noncontrolling Interests' Share | |||
| Assets | |||
| Cash and cash equivalents | 434,044 | $ | 83,354 |
| Restricted cash | 84,480 | ||
| Investments | 575,899 | ||
| Real estate | 2,650,036 | ||
| Goodwill | — | ||
| Deferred leasing costs and intangible assets | 509,916 | ||
| Other assets | 79,518 | ||
| Due from affiliates | — | ||
| Assets held for disposition | 95 | ||
| Total assets | 6,872,091 | $ | 3,983,298 |
| Liabilities | |||
| Corporate debt | 371,121 | $ | — |
| Non-recourse investment-level debt | 2,419,543 | ||
| Intangible liabilities | 18,098 | ||
| Other liabilities | 276,923 | ||
| Liabilities related to assets held for disposition | — | ||
| Total liabilities | 2,714,564 | ||
| Commitments and contingencies | |||
| Redeemable noncontrolling interests | 27,178 | ||
| 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 | — | ||
| Common stock, 0.01 par value per share | |||
| Class A, 237,250 shares authorized; 163,264 shares issued and outstanding | — | ||
| Class B, 250 shares authorized; 166 shares issued and outstanding | — | ||
| Additional paid-in capital | — | ||
| Accumulated deficit | — | ||
| Accumulated other comprehensive income (loss) | — | ||
| Total stockholders’ equity | — | ||
| Noncontrolling interests in investment entities | 1,241,556 | ||
| Noncontrolling interests in Operating Company | — | ||
| Total equity | 1,241,556 | ||
| Total liabilities, redeemable noncontrolling interests and equity | 6,872,091 | $ | 3,983,298 |
All values are in US Dollars.
| DigitalBridge | Supplemental Financial Report | 10 |
|---|---|---|
| IIa. Financial Results - Balance Sheet | ||
| --- |
Supplemental Schedule to Consolidated Balance Sheets
| ($ in thousands) (unaudited) | As of September 30, 2023 | |||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Investment Management | Operating | Corporate and Other | ||||||||||||
| Assets | ||||||||||||||
| Cash and cash equivalents | $ | 62,212 | $ | 59,982 | $ | 311,850 | ||||||||
| Restricted cash | 4,116 | 98,701 | 1,809 | |||||||||||
| Investments | 568,892 | — | 1,311,089 | |||||||||||
| Real estate | — | 3,050,577 | — | |||||||||||
| Goodwill | 466,092 | — | — | |||||||||||
| Deferred leasing costs and intangible assets | 110,287 | 586,987 | 480 | |||||||||||
| Other assets | 29,771 | 89,234 | 46,335 | |||||||||||
| Due from affiliates | 67,424 | — | 2,271 | |||||||||||
| Total assets | $ | 1,308,794 | $ | 3,885,481 | $ | 1,673,834 | ||||||||
| Liabilities | ||||||||||||||
| Corporate debt | $ | 199,745 | $ | 70,499 | $ | 100,877 | ||||||||
| Non-recourse investment-level debt | — | 2,781,637 | 4,415 | |||||||||||
| Intangible liabilities | — | 20,833 | — | |||||||||||
| Other liabilities | 369,772 | 118,977 | 179,823 | |||||||||||
| Total liabilities | 569,517 | 2,991,946 | 285,115 | |||||||||||
| Redeemable noncontrolling interests | 909 | — | 26,269 | |||||||||||
| Noncontrolling interests in investment entities | 228,838 | 837,793 | 173,838 | |||||||||||
| DigitalBridge | Supplemental Financial Report | 11 | ||||||||||||
| --- | --- | |||||||||||||
| IIb. Financial Results - Consolidated Segment Operating Results | ||||||||||||||
| --- | Three Months Ended September 30, 2023 | |||||||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | ||||
| ($ in thousands) (unaudited) | Investment Management | Operating | Corporate and Other | Discontinued Operations | Total | |||||||||
| Revenues | ||||||||||||||
| Fee income | $ | 66,058 | $ | — | $ | (818) | $ | — | $ | 65,240 | ||||
| Carried interest allocation | 168,891 | — | — | — | 168,891 | |||||||||
| Principal investment income (loss) | 1,451 | — | 16,492 | — | 17,943 | |||||||||
| Property operating income | — | 214,058 | — | — | 214,058 | |||||||||
| Other income | 1,255 | 319 | 9,374 | — | 10,948 | |||||||||
| Total revenues | 237,655 | 214,377 | 25,048 | — | 477,080 | |||||||||
| Expenses | ||||||||||||||
| Property operating expense | — | 94,481 | — | — | 94,481 | |||||||||
| Interest expense | 2,651 | 45,305 | 1,938 | — | 49,894 | |||||||||
| Investment expense | 409 | 5,084 | 235 | — | 5,728 | |||||||||
| Transaction-related costs | 881 | — | 15 | — | 896 | |||||||||
| Placement fees | 15 | — | — | — | 15 | |||||||||
| Depreciation and amortization | 9,003 | 118,681 | 316 | — | 128,000 | |||||||||
| Compensation expense | ||||||||||||||
| Compensation expense - cash and equity-based | 39,760 | 21,598 | 13,356 | — | 74,714 | |||||||||
| Compensation expense - incentive fee and carried interest allocation | 72,865 | — | — | — | 72,865 | |||||||||
| Administrative expenses | 9,410 | 7,525 | 7,142 | — | 24,077 | |||||||||
| Total expenses | 134,994 | 292,674 | 23,002 | — | 450,670 | |||||||||
| Other income (loss) | ||||||||||||||
| Other gain (loss), net | (2,662) | (1,612) | 259,101 | — | 254,827 | |||||||||
| Income (loss) from continuing operations before income taxes | 99,999 | (79,909) | 261,147 | — | 281,237 | |||||||||
| Income tax benefit (expense) | 15 | 202 | (74) | — | 143 | |||||||||
| Income (loss) from continuing operations | 100,014 | (79,707) | 261,073 | — | 281,380 | |||||||||
| Income (loss) from discontinued operations | — | — | — | (2,603) | (2,603) | |||||||||
| Net income (loss) | 100,014 | (79,707) | 261,073 | (2,603) | 278,777 | |||||||||
| Net income (loss) attributable to noncontrolling interests: | ||||||||||||||
| Redeemable noncontrolling interests | — | — | 132 | — | 132 | |||||||||
| Investment entities | 43,666 | (68,743) | 7,386 | (55) | (17,746) | |||||||||
| Operating Company | 3,957 | (773) | 16,913 | (179) | 19,918 | |||||||||
| Net income (loss) attributable to DigitalBridge Group, Inc. | 52,391 | (10,191) | 236,642 | (2,369) | 276,473 | |||||||||
| Preferred stock dividends | — | — | 14,645 | — | 14,645 | |||||||||
| Net income (loss) attributable to common stockholders | $ | 52,391 | $ | (10,191) | $ | 221,997 | $ | (2,369) | $ | 261,828 | ||||
| DigitalBridge | Supplemental Financial Report | 12 | ||||||||||||
| --- | --- | |||||||||||||
| IIc. Financial Results - Noncontrolling Interests’ Share Segment Operating Results | ||||||||||||||
| --- | Three Months Ended September 30, 2023 | |||||||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | ||||
| ($ in thousands) (unaudited) | Investment Management | Operating | Corporate and Other | Discontinued Operations | Total | |||||||||
| Revenues | ||||||||||||||
| Fee income | $ | — | $ | — | $ | — | $ | — | $ | — | ||||
| Carried interest allocation | 42,439 | — | — | — | 42,439 | |||||||||
| Principal investment income (loss) | 1,227 | — | 5,346 | — | 6,573 | |||||||||
| Property operating income | $ | — | $ | 188,466 | $ | — | $ | — | 188,466 | |||||
| Other income | — | 184 | 2,410 | — | 2,594 | |||||||||
| Total revenues | 43,666 | 188,650 | 7,756 | — | 240,072 | |||||||||
| Expenses | ||||||||||||||
| Property operating expense | — | 83,206 | — | — | 83,206 | |||||||||
| Interest expense | — | 39,047 | 243 | — | 39,290 | |||||||||
| Investment expense | — | 4,424 | 5 | — | 4,429 | |||||||||
| Depreciation and amortization | — | 104,374 | — | — | 104,374 | |||||||||
| Compensation expense | ||||||||||||||
| Compensation expense - cash and equity-based | — | 19,220 | — | — | 19,220 | |||||||||
| Administrative expenses | — | 6,519 | 337 | — | 6,856 | |||||||||
| Total expenses | — | 256,790 | 585 | — | 257,375 | |||||||||
| Other income (loss) | ||||||||||||||
| Other gain (loss), net | — | (603) | 347 | — | (256) | |||||||||
| Income (loss) from continuing operations before income taxes | 43,666 | (68,743) | 7,518 | — | (17,559) | |||||||||
| Income tax benefit (expense) | — | 179 | — | — | 179 | |||||||||
| Income (loss) from continuing operations | 43,666 | (68,564) | 7,518 | — | (17,380) | |||||||||
| Income (loss) from discontinued operations | — | — | — | (55) | (55) | |||||||||
| Net income (loss) | 43,666 | (68,564) | 7,518 | (55) | (17,435) | |||||||||
| Non-pro rata allocation of income (loss) to noncontrolling interests | — | (179) | — | — | (179) | |||||||||
| Net income (loss) attributable to noncontrolling interests | $ | 43,666 | $ | (68,743) | $ | 7,518 | $ | (55) | $ | (17,614) | ||||
| DigitalBridge | Supplemental Financial Report | 13 | ||||||||||||
| --- | --- | |||||||||||||
| IId. Financial Results - Segment Reconciliation of Net Income to DE and Adjusted EBITDA | ||||||||||||||
| --- | ||||||||||||||
| OP pro rata share by segment | Amounts<br>attributable to<br>noncontrolling interests | DBRG consolidated as reported | ||||||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| ($ in thousands; for the three months ended September 30, 2023; and unaudited) | IM | Operating | Corporate and Other | Discontinued Operations | Total OP pro rata share | |||||||||
| Net income (loss) attributable to common stockholders | $ | 52,391 | $ | (10,191) | $ | 221,997 | $ | (2,369) | $ | 261,828 | $ | — | $ | 261,828 |
| Net income (loss) attributable to noncontrolling common interests in Operating Company | 3,957 | (773) | 16,913 | (179) | 19,918 | — | 19,918 | |||||||
| Net income (loss) attributable to common interests in Operating Company and common stockholders | 56,348 | (10,964) | 238,910 | (2,548) | 281,746 | — | 281,746 | |||||||
| Adjustments for Distributable Earnings (DE): | ||||||||||||||
| Transaction-related and restructuring charges(1) | 4,239 | 150 | 2,344 | 188 | 6,921 | 601 | 7,522 | |||||||
| Unrealized other (gain) loss, net | 1,503 | 191 | (258,454) | 97 | (256,663) | 1,926 | (254,737) | |||||||
| Unrealized principal investment income | (1,034) | — | (11,154) | — | (12,188) | (5,755) | (17,943) | |||||||
| Unrealized carried interest allocation, net of associated compensation expense allocation | (24,874) | — | — | — | (24,874) | (43,225) | (68,099) | |||||||
| Compensation expense - equity-based | 7,218 | 424 | 7,122 | 24 | 14,788 | 3,833 | 18,621 | |||||||
| Depreciation and amortization | 9,003 | 14,462 | 317 | — | 23,782 | 104,374 | 128,156 | |||||||
| Straight-line rent revenue and expense | 511 | (269) | (579) | — | (337) | (1,832) | (2,169) | |||||||
| Amortization of acquired above- and below-market lease values, net | — | (11) | — | — | (11) | (130) | (141) | |||||||
| Non-revenue enhancing capital expenditures | — | (1,372) | — | — | (1,372) | (10,024) | (11,396) | |||||||
| Finance lease interest expense, debt prepayment penalties and amortization of deferred financing costs, debt premiums and discounts | 356 | 480 | 178 | — | 1,014 | 2,731 | 3,745 | |||||||
| Adjustments attributable to noncontrolling interests in investment entities | — | — | — | — | — | (52,496) | (52,496) | |||||||
| DE from discontinued operations | — | — | — | 2,239 | 2,239 | — | 2,239 | |||||||
| After-tax DE | $ | 53,270 | $ | 3,091 | $ | (21,316) | $ | — | $ | 35,045 | $ | 3 | $ | 35,048 |
Notes:
(1) Restructuring charges primarily represent costs and charges incurred as a result of corporate restructuring and reorganization to implement the digital evolution. These costs and charges include severance, retention, relocation, transition, shareholder settlement and other related restructuring costs, which are not reflective of the Company’s core operating performance.
| DigitalBridge | Supplemental Financial Report | 14 | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 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 September 30, 2023; and unaudited) | IM | Operating | Corporate and Other | Discontinued Operations | Total OP pro rata share | |||||||||
| After-tax DE | $ | 53,270 | $ | 3,091 | $ | (21,316) | $ | — | $ | 35,045 | ||||
| Interest expense included in DE | 2,295 | 5,711 | 1,518 | — | 9,524 | |||||||||
| Income tax expense (benefit) included in DE | (15) | (22) | 74 | — | 37 | |||||||||
| Preferred dividends | — | — | 14,645 | — | 14,645 | |||||||||
| Placement fee expense | 15 | — | — | — | 15 | |||||||||
| Realized carried interest allocation, net of associated compensation expense allocation | (27,927) | — | — | — | (27,927) | |||||||||
| Investment costs and non-revenue enhancing capital expenditures in DE | 409 | 1,840 | — | — | 2,249 | |||||||||
| Adjusted EBITDA | $ | 28,047 | $ | 10,620 | $ | (5,079) | $ | — | $ | 33,588 | ||||
| DigitalBridge | Supplemental Financial Report | 15 | ||||||||||||
| --- | --- | |||||||||||||
| IIIa. Capitalization - Debt Summary | ||||||||||||||
| --- | ||||||||||||||
| ( in thousands; as of September 30, 2023) | ||||||||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Consolidated debt | ||||||||||||||
| 2024 | 2025 | 2026 | 2027 and after | Total | ||||||||||
| Investment-level debt: | ||||||||||||||
| Operating - Fixed | 995 | $ | 600,753 | $ | 700,000 | $ | 530,000 | $ | 970,000 | $ | 2,801,748 | |||
| Other - Variable | 4,660 | — | — | — | 4,660 | |||||||||
| Total Investment-level debt | 605,413 | 700,000 | 530,000 | 970,000 | 2,806,408 | |||||||||
| Corporate debt: | ||||||||||||||
| 2021-1, A-1 Variable Funding Notes | — | — | — | — | — | |||||||||
| 2021-1, Class A-2 Term Notes | — | — | 300,000 | — | 300,000 | |||||||||
| Convertible/exchangeable senior notes | — | 78,422 | — | — | 78,422 | |||||||||
| Total debt - consolidated | 995 | $ | 605,413 | $ | 778,422 | $ | 830,000 | $ | 970,000 | $ | 3,184,830 | |||
| Fixed/Variable | WA Interest Rate | WA Remaining Term | ||||||||||||
| DBRG OP share of debt | ||||||||||||||
| 2024 | 2025 | 2026 | 2027 and after | Total | ||||||||||
| Investment-level debt: | ||||||||||||||
| Operating - Fixed | 131 | $ | 78,879 | $ | 91,910 | $ | 69,589 | $ | 127,361 | $ | 367,870 | Fixed | 2.8% | 2.7 |
| Other - Variable | 1,351 | — | — | — | 1,351 | Variable | 6.9% | 0.9 | ||||||
| Total Investment-level debt | 80,230 | 91,910 | 69,589 | 127,361 | 369,221 | |||||||||
| Corporate debt: | ||||||||||||||
| 2021-1, A-1 Variable Funding Notes | — | — | — | — | — | Variable | n/a | 3.0 | ||||||
| 2021-1, Class A-2 Term Notes | — | — | 300,000 | — | 300,000 | Fixed | 3.9% | 3.0 | ||||||
| Convertible/exchangeable senior notes | — | 78,422 | — | — | 78,422 | Fixed | 5.8% | 1.8 | ||||||
| Total debt - DBRG OP share | 131 | $ | 80,230 | $ | 170,332 | $ | 369,589 | $ | 127,361 | $ | 747,643 | |||
| Net corporate debt | ||||||||||||||
| Cash and cash equivalents - consolidated | $ | 434,044 | ||||||||||||
| less: Noncontrolling interests | (83,354) | |||||||||||||
| less: Investment level cash - DBRG OP share | (120,390) | |||||||||||||
| Corporate cash - DBRG OP share | 230,300 | |||||||||||||
| Corporate debt - DBRG OP share | (378,422) | |||||||||||||
| Corporate Cash (Debt) Position - DBRG OP share | $ | (148,122) |
All values are in US Dollars.
Notes:
(1) Maturity dates are based on initial maturity dates or extended maturity dates, where applicable, the extension option is at the Company’s discretion and if the criteria to extend have been met as of the reporting date.
| DigitalBridge | Supplemental Financial Report | 16 | |
|---|---|---|---|
| IIIb. Capitalization - DBRG Series 2021-1 | |||
| --- | |||
| ( in thousands, as of September 30, 2023) | |||
| --- | --- | --- | --- |
| Class A-2 Term Notes | |||
| Amount outstanding | 300,000 | ||
| Interest rate | % | ||
| Anticipated Repayment Date (ARD) | |||
| Kroll Rating | |||
| Class A-1 Variable Funding Notes | |||
| Maximum Available | 300,000 | (1) | |
| Amount outstanding | — | ||
| Interest Rate | (1) | ||
| Fully extended Anticipated Repayment Date (ARD)(2) | |||
| Financial covenants: | |||
| Debt Service Coverage Ratio(3) | |||
| Loan to Value Ratio(4) | |||
| Investment Management Expense Ratio(5) | |||
| Company status: As of October 31, 2023, DBRG is meeting all required covenant threshold levels. |
All values are in US Dollars.
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 | 17 | |||||
|---|---|---|---|---|---|---|---|
| IIIc. Capitalization - Convertible/Exchangeable Notes & Perpetual Preferred Stock | |||||||
| --- | |||||||
| ( in thousands; except per share data; as of September 30, 2023) | |||||||
| --- | --- | --- | --- | --- | --- | --- | --- |
| Convertible/exchangeable debt | |||||||
| Description | Final due date(1) | Interest rate | Conversion price (per share of common stock) | Conversion ratio | Conversion shares | ||
| 5.75% Exchangeable senior notes | 78,422 | July 15, 2025 | 5.75% fixed | $ | 9.20 | 108.6956 | 8,524 |
| Total convertible debt | 78,422 |
All values are in US Dollars.
| Perpetual preferred stock | ||||
|---|---|---|---|---|
| Description | Liquidation <br>preference | Shares outstanding (In thousands) | Callable period | |
| Series H 7.125% cumulative redeemable perpetual preferred stock | 209,870 | 8,395 | Callable | |
| Series I 7.15% cumulative redeemable perpetual preferred stock | 321,668 | 12,867 | Callable | |
| Series J 7.125% cumulative redeemable perpetual preferred stock | 290,361 | 11,614 | Callable | |
| Total preferred stock | $ | 821,899 | 32,876 |
Notes:
(1) Callable at principal amount only if DBRG common stock has traded at least 130% of the conversion price for 20 of 30 consecutive trading days on or after July 21, 2023.
| DigitalBridge | Supplemental Financial Report | 18 | ||||||||||||||||||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| IV. Operating | ||||||||||||||||||||||||||||||||||||||||||
| --- | ||||||||||||||||||||||||||||||||||||||||||
| Portfolio Net Carrying Value ($ in millions) | 9/30/23 | 6/30/23 | 3/31/23 | 12/31/22 | 9/30/22 | 6/30/22 | 3/31/22 | 12/31/21 | ||||||||||||||||||||||||||||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | ||||||||||||||||||
| Consolidated amount | ||||||||||||||||||||||||||||||||||||||||||
| Asset(1) | $ | 4,508 | $ | 9,246 | $ | 8,920 | $ | 8,704 | $ | 8,515 | $ | 8,429 | $ | 8,397 | $ | 7,624 | ||||||||||||||||||||||||||
| Debt(2) | (2,802) | (5,123) | (4,870) | (4,634) | (4,506) | (4,477) | (4,479) | (4,217) | ||||||||||||||||||||||||||||||||||
| Net Carrying Value - Consolidated(4) | $ | 1,706 | $ | 4,123 | $ | 4,050 | $ | 4,070 | $ | 4,009 | $ | 3,952 | $ | 3,918 | $ | 3,407 | ||||||||||||||||||||||||||
| DBRG OP share of consolidated amount | ||||||||||||||||||||||||||||||||||||||||||
| Asset(1) | $ | 592 | $ | 1,113 | $ | 1,077 | $ | 1,052 | $ | 1,133 | $ | 1,466 | $ | 1,460 | $ | 1,233 | ||||||||||||||||||||||||||
| Debt(2) | (368) | (623) | (596) | (568) | (598) | (746) | (746) | (661) | ||||||||||||||||||||||||||||||||||
| Net Carrying Value - DBRG OP share(4) | $ | 224 | $ | 490 | $ | 481 | $ | 484 | $ | 535 | $ | 720 | $ | 714 | $ | 572 | ||||||||||||||||||||||||||
| DBRG net carrying value % interest | 13 | % | 12 | % | 12 | % | 12 | % | 13 | % | 18 | % | 18 | % | 17 | % | Operating Adjusted EBITDA ($ in thousands) | 3Q23 | 2Q23 | 1Q23 | 4Q22 | 3Q22 | 2Q22 | 1Q22 | 4Q21 | |||||||||||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | ||||||||||||||||||||||||||
| Consolidated amount | ||||||||||||||||||||||||||||||||||||||||||
| Total revenues | $ | 214,377 | $ | 235,059 | $ | 231,664 | $ | 229,278 | $ | 225,387 | $ | 227,687 | $ | 202,522 | $ | 189,938 | ||||||||||||||||||||||||||
| Property operating expenses | (94,481) | (98,231) | (97,126) | (97,457) | (100,051) | (94,744) | (84,003) | (78,950) | ||||||||||||||||||||||||||||||||||
| Compensation and administrative expenses | (29,123) | (35,276) | (34,419) | (27,452) | (37,974) | (29,139) | (26,855) | (28,879) | ||||||||||||||||||||||||||||||||||
| Investment expenses | (5,084) | (4,958) | (5,203) | (5,547) | (5,288) | (5,487) | (8,016) | (5,153) | ||||||||||||||||||||||||||||||||||
| Straight-line rent expenses and amortization of above- and below-market lease intangibles | (2,031) | (678) | (1,221) | (1,749) | (2,827) | (236) | (377) | 370 | ||||||||||||||||||||||||||||||||||
| Compensation expense—equity-based | 3,968 | 4,926 | 5,275 | (95) | 10,852 | 752 | 752 | 1,918 | ||||||||||||||||||||||||||||||||||
| Installation services | — | — | — | — | — | — | — | 2,097 | ||||||||||||||||||||||||||||||||||
| Transaction-related and restructuring charges | 1,250 | 1,328 | 184 | 1,574 | 1,105 | 2,400 | 4,636 | 3,188 | ||||||||||||||||||||||||||||||||||
| Operating Adjusted EBITDA - Consolidated (3)(4) | $ | 88,876 | $ | 102,170 | $ | 99,154 | $ | 98,552 | $ | 91,204 | $ | 101,233 | $ | 88,659 | $ | 84,529 | ||||||||||||||||||||||||||
| DBRG OP share of consolidated amount | ||||||||||||||||||||||||||||||||||||||||||
| Total revenues | $ | 25,629 | $ | 27,841 | $ | 27,481 | $ | 27,927 | $ | 38,305 | $ | 41,448 | $ | 36,882 | $ | 32,464 | ||||||||||||||||||||||||||
| Property operating expenses | (11,253) | (11,597) | (11,487) | (11,794) | (17,096) | (17,649) | (15,614) | (13,740) | ||||||||||||||||||||||||||||||||||
| Compensation and administrative expenses | (3,456) | (3,872) | (3,787) | (3,106) | (7,348) | (6,246) | (5,752) | (5,457) | ||||||||||||||||||||||||||||||||||
| Investment expenses | (605) | (647) | (674) | (716) | (729) | (793) | (1,169) | (732) | ||||||||||||||||||||||||||||||||||
| Straight-line rent expenses and amortization of above- and below-market lease intangibles | (269) | (129) | (198) | (263) | (227) | 246 | 195 | 244 | ||||||||||||||||||||||||||||||||||
| Compensation expense—equity-based | 424 | 542 | 581 | (11) | 2,092 | 164 | 164 | 384 | ||||||||||||||||||||||||||||||||||
| Installation services | — | — | — | — | — | — | — | 419 | ||||||||||||||||||||||||||||||||||
| Transaction-related and restructuring charges | 150 | 159 | 32 | 77 | 175 | 473 | 791 | 618 | ||||||||||||||||||||||||||||||||||
| Operating Adjusted EBITDA - DBRG OP share(4) | $ | 10,620 | $ | 12,297 | $ | 11,948 | $ | 12,114 | $ | 15,172 | $ | 17,643 | $ | 15,497 | $ | 14,200 |
Notes:
(1) Includes all components related to real estate assets, including tangible real estate and lease-related intangibles and cash. Represents cost of investment and additional capital expenditures less real estate impairments.
(2) Represents unpaid principal balance.
(3) For a reconciliation of net income/(loss) to Adjusted EBITDA, please refer to the Appendices section of this presentation.
(4) In mid-September 2023, the Company completed the recapitalization of DataBank which resulted in its ownership interest decreasing from 11% to 9.87% and the deconsolidation of this portfolio from DBRG’s financial statements. Following the closing, earnings results of the Company's remaining 9.87% interest in DataBank is presented within the Corporate and Other segment.
| DigitalBridge | Supplemental Financial Report | 19 | ||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| IV. Operating | ||||||||||||||||
| --- | ||||||||||||||||
| Operating Capital Expenditures | ||||||||||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Consolidated amount | 3Q23 | 2Q23 | 1Q23 | 4Q22 | 3Q22 | 2Q22 | 1Q22 | 4Q21 | ||||||||
| Non-revenue enhancing capital expenditures | $ | 11,396 | $ | 8,284 | $ | 8,564 | $ | 14,775 | $ | 10,992 | $ | 13,377 | $ | 7,418 | $ | 6,410 |
| Revenue enhancing capital expenditures | 156,194 | 163,767 | 129,710 | 135,506 | 147,046 | 101,100 | 84,668 | 94,018 | ||||||||
| Total capital expenditures | $ | 167,590 | $ | 172,051 | $ | 138,274 | $ | 150,281 | $ | 158,038 | $ | 114,477 | $ | 92,086 | $ | 100,428 |
| Leasing Commissions | $ | 3,180 | $ | 5,409 | $ | 2,204 | $ | 2,194 | $ | 2,146 | $ | 2,660 | $ | 1,266 | $ | 1,535 |
| DBRG OP share of consolidated amount | ||||||||||||||||
| Non-revenue enhancing capital expenditures | $ | 1,372 | $ | 946 | $ | 1,054 | $ | 1,746 | $ | 1,878 | $ | 2,571 | $ | 1,372 | $ | 1,097 |
| Revenue enhancing capital expenditures | 17,239 | 18,153 | 14,337 | 15,053 | 25,118 | 21,249 | 17,578 | 18,090 | ||||||||
| Total capital expenditures | $ | 18,611 | $ | 19,099 | $ | 15,391 | $ | 16,799 | $ | 26,996 | $ | 23,820 | $ | 18,950 | $ | 19,187 |
| Leasing Commissions | $ | 359 | $ | 612 | $ | 243 | $ | 244 | $ | 367 | $ | 489 | $ | 308 | $ | 307 |
| Operating Metrics | 9/30/2023 - 3Q23 (1) | 6/30/2023 - 2Q23 | 3/31/2023 - 1Q23 | 12/31/2022 - 4Q22 | 9/30/2022 - 3Q22 | 6/30/2022 - 2Q22 | 3/31/2022 - 1Q22 | 12/31/2021 - 4Q21 | ||||||||
| Number of Data Centers | 78 | 83 | 83 | 84 | 82 | 82 | 78 | 78 | ||||||||
| Max Critical I.T. Square Feet | 2,353,009 | 2,429,574 | 2,405,353 | 2,405,387 | 2,349,827 | 2,317,827 | 1,980,317 | 1,949,144 | ||||||||
| Leased Square Feet | 1,917,642 | 1,945,147 | 1,913,007 | 1,887,659 | 1,852,321 | 1,817,101 | 1,608,378 | 1,552,517 | ||||||||
| % Utilization Rate | 81.5% | 80.1% | 79.5% | 78.5% | 78.8% | 78.4% | 81.2% | 79.7% | ||||||||
| MRR (Annualized) | $ | 960.5 | $ | 931.0 | $ | 907.4 | $ | 913.4 | $ | 889.0 | $ | 892.0 | $ | 812.3 | $ | 790.4 |
| Bookings (Annualized) | $ | 50.0 | $ | 85.9 | $ | 20.6 | $ | 18.2 | $ | 22.4 | $ | 56.5 | $ | 14.2 | $ | 15.3 |
| Quarterly Churn (% of Prior Quarter MRR) | 1.7% | 1.8% | 1.7% | 1.3% | 1.0% | 1.7% | 0.9% | 1.9% |
Notes:
(1) Includes DataBank metrics as of 9/30/2023 and for the full third quarter 2023. In mid-September 2023, the Company completed the recapitalization of DataBank which resulted in its ownership interest decreasing from 11% to 9.87% and the deconsolidation of this portfolio from DBRG’s financial statements. Following the closing, the Company's remaining 9.87% interest in DataBank is presented within the Corporate and Other segment.
| DigitalBridge | Supplemental Financial Report | 20 | |||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| V. Other | |||||||||||||||
| --- | |||||||||||||||
| ( in thousands) | |||||||||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Consolidated amount | 2Q23 | 1Q23 | 4Q22 | 3Q22 | 2Q22 | 1Q22 | 4Q21 | ||||||||
| GP affiliated investment in DBP Series | 388,169 | $ | 374,139 | $ | 345,719 | $ | 343,137 | $ | 277,450 | $ | 284,282 | $ | 248,663 | $ | 242,856 |
| GP affiliated investment in GIF Series | 135,857 | 142,280 | — | — | — | — | — | ||||||||
| GP affiliated investment in DataBank | — | — | — | — | — | — | — | ||||||||
| Other GP affiliated investments and warehoused/seed investments (Credit, Core, Liquid, Ventures) | 272,564 | 346,774 | 316,299 | 769,431 | 906,076 | 423,467 | 290,113 | ||||||||
| Total investments | 1,253,559 | $ | 782,560 | $ | 834,773 | $ | 659,436 | $ | 1,046,881 | $ | 1,190,358 | $ | 672,130 | $ | 532,969 |
| DBRG OP share of consolidated amount | |||||||||||||||
| GP affiliated investment in DBP Series | 303,127 | $ | 294,031 | $ | 272,395 | $ | 270,400 | $ | 215,872 | $ | 217,504 | $ | 187,247 | $ | 183,612 |
| GP affiliated investment in GIF Series | 135,857 | 142,280 | — | — | — | — | — | ||||||||
| GP affiliated investment in DataBank | — | — | — | — | — | — | — | ||||||||
| Other GP affiliated investments and warehoused/seed investments (Credit, Core, Liquid, Ventures) | 188,325 | 184,938 | 178,379 | 467,014 | 591,066 | 308,578 | 174,566 | ||||||||
| Total investments | 1,058,047 | $ | 618,213 | $ | 599,613 | $ | 448,779 | $ | 682,886 | $ | 808,570 | $ | 495,825 | $ | 358,178 |
All values are in US Dollars.
| DigitalBridge | Supplemental Financial Report | 21 | |||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| VI. Cash G&A Expense | |||||||||||||||
| --- | |||||||||||||||
| ( in thousands) | |||||||||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| 2Q23 | 1Q23 | 4Q22 | 3Q22 | 2Q22 | 1Q22 | 4Q21 | |||||||||
| Investment Management Cash G&A | |||||||||||||||
| Cash and equity-based compensation | 39,760 | $ | 45,798 | $ | 28,182 | $ | 30,829 | $ | 22,566 | $ | 23,230 | $ | 24,808 | $ | 20,802 |
| Administrative expenses | 7,953 | 6,407 | 7,958 | 4,517 | 4,869 | 4,171 | 4,387 | ||||||||
| Compensation expense—equity-based | (17,099) | (3,898) | (7,939) | (2,654) | (3,361) | (3,190) | (2,011) | ||||||||
| Administrative expenses—straight-line rent | 39 | (77) | (66) | (68) | (76) | (159) | (75) | ||||||||
| Transaction-related and restructuring charges | (2,413) | (4,490) | (6,560) | (1,035) | (2,143) | (3,943) | (3,382) | ||||||||
| Investment Management Cash G&A | 34,278 | 26,124 | 24,222 | 23,326 | 22,519 | 21,687 | 19,721 | ||||||||
| Corporate & Other Cash G&A | |||||||||||||||
| Cash and equity-based compensation | 10,759 | 19,289 | 10,804 | 12,404 | 9,333 | 20,778 | 12,084 | ||||||||
| Administrative expenses | 8,969 | 12,859 | 23,373 | 17,992 | 12,574 | 16,815 | 21,171 | ||||||||
| Compensation expense—equity-based | (3,593) | (6,872) | 329 | (5,171) | (4,840) | (5,878) | (3,837) | ||||||||
| Administrative expenses—straight-line rent | 532 | 352 | 485 | 660 | 741 | 856 | 1,195 | ||||||||
| Administrative expenses—noncontrolling interests | (170) | (289) | (248) | (338) | (327) | (302) | (377) | ||||||||
| Transaction-related and restructuring charges | (4,282) | (6,273) | (18,443) | (10,549) | (2,828) | (14,352) | (14,229) | ||||||||
| Corporate & Other Cash G&A | 12,215 | 19,066 | 16,300 | 14,998 | 14,653 | 17,917 | 16,007 | ||||||||
| DBRG Cash G&A excluding Portfolio Company G&A | 49,099 | $ | 46,493 | $ | 45,190 | $ | 40,522 | $ | 38,324 | $ | 37,172 | $ | 39,604 | $ | 35,728 |
| Corporate & Other Adjusted EBITDA | |||||||||||||||
| EBITDA, excluding Cash G&A | 5,589 | $ | 9,569 | $ | (853) | $ | 10,360 | $ | 9,825 | $ | 9,414 | $ | 8,162 | $ | 1,273 |
| Cash G&A | (12,215) | (19,066) | (16,300) | (14,998) | (14,653) | (17,917) | (16,007) | ||||||||
| Corporate & Other Adjusted EBITDA | (5,079) | $ | (2,646) | $ | (19,919) | $ | (5,940) | $ | (5,173) | $ | (5,239) | $ | (9,755) | $ | (14,734) |
All values are in US Dollars.
| DigitalBridge | Supplemental Financial Report | 22 |
|---|
Appendices
| DigitalBridge | Supplemental Financial Report | 23 | ||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Reconciliations of IM FRE and Operating Adjusted EBITDA to Net Income (Loss) | ||||||||||||||||||||
| --- | ($ in thousands) | 3Q23 | 2Q23 | 1Q23 | 4Q22 | 3Q22 | 2Q22 | 1Q22 | 4Q21 | |||||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | ||||
| IM net income (loss) | 100,014 | 35,177 | (2,804) | 81,167 | 46,065 | 67,995 | (9,143) | 28,194 | ||||||||||||
| Adjustments: | ||||||||||||||||||||
| Interest expense (income) | 2,128 | 2,268 | 2,411 | 2,200 | 2,906 | 2,771 | 2,500 | 2,499 | ||||||||||||
| Investment expense, net of reimbursement | 97 | — | 51 | 156 | 230 | (200) | 138 | (12) | ||||||||||||
| Depreciation and amortization | 9,003 | 11,039 | 6,409 | 6,135 | 5,369 | 5,375 | 5,276 | 5,928 | ||||||||||||
| Compensation expense—equity-based | 7,218 | 17,099 | 3,898 | 6,639 | 2,654 | 3,361 | 3,191 | 2,011 | ||||||||||||
| Compensation expense—carried interest and incentive | (96,026) | (43,349) | 17,056 | (84,206) | (40,867) | (61,710) | 10,767 | 20,201 | ||||||||||||
| Administrative expenses—straight-line rent | 511 | (39) | 77 | 1,541 | 68 | 76 | 159 | 75 | ||||||||||||
| Administrative expenses—placement agent fee | 15 | 3,653 | — | — | — | — | — | 880 | ||||||||||||
| Transaction-related and restructuring charges | 3,891 | 3,025 | 9,682 | 8,101 | 2,317 | 4,042 | 3,942 | 2,516 | ||||||||||||
| Principal investment income (loss) | (1,451) | (1,604) | (318) | (2,072) | (1,016) | (1,016) | (17) | (31,608) | ||||||||||||
| Other (gain) loss, net | 2,662 | 3,608 | (3,082) | (248) | 110 | 424 | 3,055 | (52) | ||||||||||||
| Income tax (benefit) expense | (15) | 2,356 | 217 | 2,172 | 1,263 | 2,006 | 2,374 | 1,852 | ||||||||||||
| IM Adjusted EBITDA | $ | 28,047 | $ | 33,233 | $ | 33,597 | $ | 21,585 | $ | 19,099 | $ | 23,124 | $ | 22,242 | $ | 32,484 | ||||
| Exclude: Start-up FRE of certain new strategies | 1,155 | 1,165 | 915 | 2,643 | 2,399 | 2,335 | 2,362 | 2,306 | ||||||||||||
| IM FRE | $ | 29,202 | $ | 34,398 | $ | 34,512 | $ | 24,228 | $ | 21,498 | $ | 25,459 | $ | 24,604 | $ | 34,790 | ||||
| Wafra’s 31.5% ownership | — | — | — | — | — | (4,700) | (7,615) | (11,033) | ||||||||||||
| DBRG OP share of IM FRE | $ | 29,202 | $ | 34,398 | $ | 34,512 | $ | 24,228 | $ | 21,498 | $ | 20,759 | $ | 16,989 | $ | 23,757 | ||||
| 3Q23 | 2Q23 | 1Q23 | 4Q22 | 3Q22 | 2Q22 | 1Q22 | 4Q21 | |||||||||||||
| Operating net income (loss) from continuing operations | (79,707) | (93,055) | (97,942) | (76,990) | (93,772) | (85,428) | (74,141) | (83,909) | ||||||||||||
| Adjustments: | ||||||||||||||||||||
| Interest expense | 45,305 | 51,285 | 59,984 | 45,222 | 40,770 | 37,233 | 36,184 | 35,144 | ||||||||||||
| Income tax (benefit) expense | (202) | 499 | (56) | 509 | (5) | 161 | (330) | (1,941) | ||||||||||||
| Depreciation and amortization | 118,681 | 138,209 | 134,699 | 133,269 | 130,663 | 145,817 | 122,891 | 126,436 | ||||||||||||
| Straight-line rent expenses and amortization of above- and below-market lease intangibles | (2,031) | (678) | (1,221) | (1,749) | (2,827) | (236) | (377) | 370 | ||||||||||||
| Compensation expense—equity-based | 3,968 | 4,926 | 5,275 | (95) | 10,852 | 752 | 752 | 1,918 | ||||||||||||
| Installation services | — | — | — | — | — | — | — | 2,097 | ||||||||||||
| Transaction-related and restructuring charges | 1,250 | 1,328 | 184 | 1,574 | 1,105 | 2,400 | 4,636 | 3,188 | ||||||||||||
| Other gain/loss, net | 1,612 | (344) | (1,769) | (3,188) | 4,418 | 534 | (956) | 1,226 | ||||||||||||
| Operating Adjusted EBITDA | $ | 88,876 | $ | 102,170 | $ | 99,154 | $ | 98,552 | $ | 91,204 | $ | 101,233 | $ | 88,659 | $ | 84,529 | DigitalBridge | Supplemental Financial Report | 24 | |
| --- | --- | |||||||||||||||||||
| Reconciliations of DE and Adjusted EBITDA to Net Income (Loss) | ||||||||||||||||||||
| --- | ($ in thousands) | 3Q23 | 2Q23 | 1Q23 | 4Q22 | 3Q22 | 2Q22 | 1Q22 | 4Q21 | |||||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | ||||
| Net income (loss) attributable to common stockholders | $ | 261,828 | $ | (22,411) | $ | (212,473) | $ | (19,356) | $ | (63,273) | $ | (37,321) | $ | (262,316) | $ | (20,686) | ||||
| Net income (loss) attributable to noncontrolling common interests in Operating Company | 19,918 | (1,745) | (16,662) | (1,583) | (4,834) | (3,090) | (22,862) | (1,946) | ||||||||||||
| Net income (loss) attributable to common interests in Operating Company and common stockholders | 281,746 | (24,156) | (229,135) | (20,939) | (68,107) | (40,411) | (285,178) | (22,632) | ||||||||||||
| Adjustments for Distributable Earnings (DE): | ||||||||||||||||||||
| Transaction-related and restructuring charges | 7,522 | 7,823 | 18,391 | 23,772 | 23,249 | 29,300 | 24,668 | 29,977 | ||||||||||||
| Unrealized other (gain) loss, net | (254,737) | 14,419 | 144,791 | 4,393 | (9,880) | 31,577 | 136,613 | (42,495) | ||||||||||||
| Unrealized principal investment income | (17,943) | (30,409) | (3,562) | (20,443) | 2,669 | (16,443) | (6,389) | (10,116) | ||||||||||||
| Unrealized carried interest allocation, net of associated compensation expense | (68,099) | (43,791) | 18,240 | (70,541) | (1,228) | (58,775) | 13,078 | (7,375) | ||||||||||||
| Compensation expense - equity-based | 18,621 | 25,937 | 16,339 | 7,549 | 18,619 | 9,344 | 18,720 | 19,416 | ||||||||||||
| Depreciation and amortization | 128,156 | 149,263 | 141,220 | 148,508 | 146,810 | 153,548 | 130,597 | 145,031 | ||||||||||||
| Straight-line rent revenue and expense | (2,169) | (1,860) | (1,727) | (7,063) | (8,895) | (2,956) | (2,548) | (1,986) | ||||||||||||
| Amortization of acquired above- and below-market lease values, net | (141) | 370 | 26 | 100 | 80 | (10) | (248) | (333) | ||||||||||||
| Impairment loss | — | — | — | — | — | 12,184 | 23,802 | (40,732) | ||||||||||||
| Gain from sales of real estate | — | — | — | — | — | — | — | (197) | ||||||||||||
| Non-revenue enhancing capital expenditures | (11,396) | (8,284) | (8,564) | (14,774) | (10,992) | (13,377) | (1,372) | (1,097) | ||||||||||||
| Finance lease interest expense, debt prepayment penalties and amortization of deferred financing costs, debt premiums and discounts | 3,745 | 7,578 | 15,523 | 5,572 | 5,627 | 5,238 | 98,465 | 36,685 | ||||||||||||
| Preferred share redemption (gain) loss | — | (927) | — | — | — | — | — | 2,127 | ||||||||||||
| Income tax effect on certain of the foregoing adjustments | — | — | — | 55 | — | — | (589) | 8,195 | ||||||||||||
| Adjustments attributable to noncontrolling interests in investment entities | (52,496) | (88,604) | (118,563) | (69,810) | (136,338) | (91,676) | (132,237) | (105,150) | ||||||||||||
| DE from discontinued operations | 2,239 | 2,653 | 3,656 | (4,772) | 70,721 | (16,940) | (22,446) | (20,954) | ||||||||||||
| After-tax DE | $ | 35,048 | $ | 10,012 | $ | (3,365) | $ | (18,393) | $ | 32,335 | $ | 603 | $ | (5,064) | $ | (11,636) | ||||
| DigitalBridge | Supplemental Financial Report | 25 | ||||||||||||||||||
| --- | --- | Reconciliations of DE and Adjusted EBITDA to Net Income (Loss) | ||||||||||||||||||
| --- | ($ in thousands) | 3Q23 | 2Q23 | 1Q23 | 4Q22 | 3Q22 | 2Q22 | 1Q22 | 4Q21 | |||||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | ||||
| After-tax DE | $ | 35,048 | $ | 10,012 | $ | (3,365) | $ | (18,393) | $ | 32,335 | $ | 603 | $ | (5,064) | $ | (11,636) | ||||
| Interest expense included in DE | 9,524 | 10,130 | 12,549 | 13,756 | 16,348 | 14,142 | 13,280 | 13,775 | ||||||||||||
| Income tax expense (benefit) included in DE | 37 | 2,825 | 1,092 | 30,616 | (7,839) | (2,662) | (6,849) | 631 | ||||||||||||
| Preferred dividends | 14,645 | 14,675 | 14,676 | 14,765 | 15,283 | 15,759 | 15,759 | 16,139 | ||||||||||||
| Principal Investment Income (Loss) | — | — | (277) | (1,860) | (9,303) | — | (58) | (157) | ||||||||||||
| Placement fee expense | 15 | 3,653 | — | — | — | — | — | 603 | ||||||||||||
| Realized carried interest (allocation) reversal, net of associated compensation (expense) reversal | (27,927) | 883 | (243) | (12,377) | (20,258) | — | 1,172 | (1,092) | ||||||||||||
| Investment costs and non-revenue enhancing capital expenditures in DE | 2,249 | 706 | 1,194 | 1,252 | 2,531 | 3,086 | 2,023 | 2,463 | ||||||||||||
| Non pro-rata allocation of income (loss) to noncontrolling interests | — | — | — | — | — | — | 231 | 231 | ||||||||||||
| Adjusted EBITDA | $ | 33,591 | $ | 42,884 | $ | 25,626 | $ | 27,759 | $ | 29,097 | $ | 30,928 | $ | 20,494 | $ | 20,957 | ||||
| DigitalBridge | Supplemental Financial Report | 26 | ||||||||||||||||||
| --- | --- | |||||||||||||||||||
| 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 shareholders (composed of the Company's fund investments as GP affiliate, warehoused investments, and the Company's interest in portfolio companies consolidated 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 (on an undepreciated basis as it relates to the Company's interest in portfolio companies consolidated in the Operating segment). The Company's calculations of AUM may differ from the calculations of other asset managers, and as a result, this measure may not be comparable to similar measures presented by other asset managers.
Contracted Revenue Growth (“Bookings”)
The Company defines Bookings as either (1) a new data center customer contract for new or additional services over and above any services already being provided as well as (2) an increase in contracted rates on the same services when a contract renews. In both instances a booking is considered to be generated when a new contract is signed with the recognition of new revenue to occur when the new contract begins billing.
Churn
The Company calculates Churn as the percentage of MRR lost during the period divided by the prior period’s MRR. Churn is intended to represent data center customer contracts which are terminated during the period and not renewed.
DigitalBridge Operating Company, LLC ("Operating Company" or “DBRG OP”)
The operating partnership through which the Company conducts all of its activities and holds substantially all of its assets and liabilities. DBRG OP share excludes noncontrolling interests in investment entities.
Fee-Earning Equity Under Management (“FEEUM”)
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.
Non-revenue Enhancing Capital Expenditures
Represents capitalized expenditures needed to maintain operating real estate which are not expected to generate incremental revenue.
Revenue Enhancing Capital Expenditures
Represents capitalized expenditures including major capital improvements for expansions, transformations and incremental improvements to the operating portfolio intended to result in increased revenues and Adjusted EBITDA at the property.
Max Critical I.T. Square Feet
Amount of total rentable square footage.
Monthly Recurring Revenue (“MRR”)
The Company defines MRR as revenue from ongoing services that is generally fixed in price and contracted for longer than 30 days.
UPB: Unpaid Principal Balance
% Utilization Rate: Amount of leased square feet divided by max critical I.T. square feet.
| DigitalBridge | Supplemental Financial Report | 27 |
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