DigitalBridge Group, Inc. - Quarter Report: 2023 June (Form 10-Q)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q


☒			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2023


☐			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission file number: 001-37980

DigitalBridge Group, Inc.

(Exact Name of Registrant as Specified in Its Charter)

Maryland

46-4591526

(State or Other Jurisdiction of

Incorporation or Organization)

(I.R.S. Employer

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)

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: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Table of Contents

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and "emerging growth company" in Rule 12b-2 of the Exchange Act.

Large Accelerated Filer

☒

Accelerated Filer

☐

Non-Accelerated Filer

☐

Smaller Reporting Company

☐

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 pursuant to Section 13(a) of the Exchange Act. Yes ☐ No ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

As of July 31, 2023, 162,473,693 shares of the Registrant's class A common stock and 166,494 shares of class B common stock were outstanding.

Table of Contents

DigitalBridge Group, Inc.

Form 10-Q

Table of Contents


	PART I. FINANCIAL INFORMATION	Page
Item 1.	Financial Statements	4
	Consolidated Balance Sheets	4
	Supplemental Schedule to Consolidated Balance Sheets	5
	Consolidated Statements of Operations	6
	Supplemental Schedules to Consolidated Statements of Operations	7
	Consolidated Statements of Comprehensive Income (Loss)	9
	Consolidated Statements of Equity	10
	Consolidated Statements of Cash Flows	12
	Notes to Consolidated Financial Statements:	14
	1. Business and Organization	14
	2. Summary of Significant Accounting Policies	14
	3. Acquisitions	20
	4. Investments	23
	5. Real Estate	25
	6. Goodwill, Deferred Leasing Costs and Other Intangibles	26
	7. Restricted Cash, Other Assets and Other Liabilities	27
	8. Debt	29
	9. Stockholders' Equity	32
	10. Noncontrolling Interests	35
	11. Fair Value	37
	12. Variable Interest Entities	40
	13. Earnings per Share	42
	14. Fee Income	43
	15. Equity-Based Compensation	43
	16. Transactions with Affiliates	45
	17. Commitments and Contingencies	47
	18. Supplemental Disclosure of Cash Flow Information	48

	19. Subsequent Events	48
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	50
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	66
Item 4.	Controls and Procedures	68
	PART II. OTHER INFORMATION
Item 1.	Legal Proceedings	69
Item 1A.	Risk Factors	68
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	69
Item 3.	Defaults Upon Senior Securities	69
Item 4.	Mine Safety Disclosures	68
Item 5.	Other Information	69
Item 6.	Exhibits	70
SIGNATURES		71

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PART I—FINANCIAL INFORMATION

Item 1. Financial Statements.

DigitalBridge Group, Inc.

Consolidated Balance Sheets

(In thousands, except per share data)


	June 30, 2023 (unaudited)		December 31, 2022
Assets
Cash and cash equivalents	$	426,883	$	918,254
Restricted cash	154,687		118,485
Investments ($277,372 and $426,032 at fair value)	1,288,877		1,242,001
Real estate	6,178,467		5,921,298
Goodwill	923,112		761,368
Deferred leasing costs and intangible assets	1,052,822		1,092,167
Other assets ($0 and $11,793 at fair value)	607,554		654,050
Due from affiliates	71,149		45,360
Assets held for disposition	53,514		275,520
Total assets	$	10,757,065	$	11,028,503
Liabilities
Corporate debt	$	370,461	$	568,912
Non-recourse investment-level debt	5,025,845		4,587,228
Intangible liabilities	28,447		29,824
Other liabilities ($120,749 and $183,628 at fair value)	1,158,427		1,272,096

Liabilities related to assets held for disposition	12,954		380

Total liabilities	6,596,134		6,458,440
Commitments and contingencies (Note 17)
Redeemable noncontrolling interests	31,920		100,574
Equity
Stockholders’ equity:
Preferred stock, $0.01 par value per share; $821,899 and $827,779 liquidation preference; 250,000 shares authorized; 32,876 and 33,111 shares issued and outstanding	794,670		800,355
Common stock, $0.01 and $0.04 par value per share
Class A, 237,250 shares authorized; 162,475 and 159,763 shares issued and outstanding	1,624		6,390
Class B, 250 shares authorized; 166 shares issued and outstanding	2		7
Additional paid-in capital	7,846,440		7,818,068
Accumulated deficit	(7,201,651)		(6,962,613)
Accumulated other comprehensive income (loss)	1,122		(1,509)
Total stockholders’ equity	1,442,207		1,660,698
Noncontrolling interests in investment entities	2,639,606		2,743,896
Noncontrolling interests in Operating Company	47,198		64,895
Total equity	4,129,011		4,469,489
Total liabilities, redeemable noncontrolling interests and equity	$	10,757,065	$	11,028,503

The accompanying notes are an integral part of the consolidated financial statements.

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DigitalBridge Group, Inc.

Supplemental Schedule to Consolidated Balance Sheets

(In thousands)

(Unaudited)


	Investment Management				Operating				Corporate and Other
	June 30, 2023		December 31, 2022		June 30, 2023		December 31, 2022		June 30, 2023		December 31, 2022
Assets
Cash and cash equivalents	$	68,548	$	39,563	$	72,087	$	65,975	$	286,248	$	812,716
Restricted cash	2,349		2,298		151,248		114,442		1,090		1,745
Investments (Note 4)	426,578		395,327		—		4,638		862,299		842,036
Real estate (Note 5)	—		—		6,178,467		5,921,298		—		—
Goodwill (Note 6)	459,992		298,248		463,120		463,120		—		—
Deferred leasing costs and intangible assets (Note 6)	120,582		85,172		931,745		1,006,469		495		526
Other assets (Note 7)	31,194		13,356		527,469		573,229		48,891		67,465
Due from affiliates (Note 16)	68,283		41,458		—		—		2,866		3,902
Assets held for disposition (Note 2) (1)	—		—		48,406		—		—		—
	$	1,177,526	$	875,422	$	8,372,542	$	8,149,171	$	1,201,889	$	1,728,390

Liabilities
Corporate debt (Note 8)	$	199,389	$	198,677	$	70,372	$	70,120	$	100,700	$	300,115
Non-recourse investment-level debt (Note 8)	—		—		5,000,290		4,586,765		25,555		463
Intangible liabilities (Note 6)	—		—		28,447		29,824		—		—
Other liabilities (Note 7)	289,566		342,696		692,901		725,236		175,960		204,164

Liabilities related to assets held for disposition (Note 2) (1)	—		—		12,788		—		—		—
	$	488,955	$	541,373	$	5,804,798	$	5,411,945	$	302,215	$	504,742

Redeemable noncontrolling interests (Note 10)	$	909	$	680	$	—	$	—	$	31,011	$	99,894

Noncontrolling interests in investment entities (1)	187,018		136,668		2,310,897		2,463,559		140,413		113,390

__________

(1) Excludes amounts related to assets held for disposition in connection with discontinued operations.

The accompanying notes are an integral part of the consolidated financial statements.

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DigitalBridge Group, Inc.

Consolidated Statements of Operations

(In thousands, except per share data)

(Unaudited)


	Three Months Ended June 30,				Six Months Ended June 30,
	2023		2022		2023		2022
Revenues
Fee income ($63,227, $43,403, $119,616 and $85,407 from affiliates)	$	65,742	$	44,318	$	124,868	$	87,155
Carried interest allocation	79,254		110,779		24,498		79,700
Principal investment income (loss)	30,409		16,444		33,971		22,898
Property operating income	234,753		234,251		465,680		436,762
Other income ($1,376, $788, $2,629 and $4,698 from affiliates)	14,775		10,840		26,076		22,951
Total revenues	424,933		416,632		675,093		649,466
Expenses
Property operating expense	98,231		97,290		195,357		181,293
Interest expense	56,022		46,388		123,218		90,418
Investment expense	5,253		7,187		11,004		16,752
Transaction-related costs	1,113		2,756		9,640		2,921
Placement fees	3,653		—		3,653		—
Depreciation and amortization	149,562		155,352		291,136		283,919


Compensation expense—cash and equity-based	82,992		52,792		157,642		118,334
Compensation expense—incentive fee and carried interest allocation	36,076		49,069		(755)		28,717
Administrative expenses	25,763		26,353		52,269		54,238
Total expenses	458,665		437,187		843,164		776,592



Other gain (loss), net	(11,537)		(46,256)		(154,282)		(196,137)
Income (loss) from continuing operations before income taxes	(45,269)		(66,811)		(322,353)		(323,263)
Income tax benefit (expense)	(3,269)		2,518		(4,311)		9,931
Income (loss) from continuing operations	(48,538)		(64,293)		(326,664)		(313,332)
Income (loss) from discontinued operations	(3,978)		(3,788)		(18,196)		(98,433)
Net income (loss)	(52,516)		(68,081)		(344,860)		(411,765)
Net income (loss) attributable to noncontrolling interests:
Redeemable noncontrolling interests	(2,441)		(14,327)		4,502		(25,547)
Investment entities	(39,667)		(29,102)		(124,495)		(92,147)
Operating Company	(1,745)		(3,090)		(18,407)		(25,952)
Net income (loss) attributable to DigitalBridge Group, Inc.	(8,663)		(21,562)		(206,460)		(268,119)
Preferred stock dividends	14,675		15,759		29,351		31,518
Preferred stock repurchases/redemptions (Note 9)	(927)		—		(927)		—
Net income (loss) attributable to common stockholders	$	(22,411)	$	(37,321)	$	(234,884)	$	(299,637)
Income (loss) per share—basic
Income (loss) from continuing operations per common share—basic	$	(0.12)	$	(0.22)	$	(1.37)	$	(1.45)
Net income (loss) attributable to common stockholders per common share—basic	$	(0.14)	$	(0.24)	$	(1.48)	$	(2.02)
Income (loss) per share—diluted
Income (Loss) from continuing operations per common share—diluted	$	(0.12)	$	(0.22)	$	(1.37)	$	(1.45)
Net income (loss) attributable to common stockholders per common share—diluted	$	(0.14)	$	(0.24)	$	(1.48)	$	(2.02)
Weighted average number of shares
Basic	158,089		153,983		159,113		148,266
Diluted	158,089		153,983		159,113		148,266
Dividends declared per common share	$	0.01	$	—	$	0.02	$	—

The accompanying notes are an integral part of the consolidated financial statements.

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DigitalBridge Group, Inc.

Supplemental Schedule to Consolidated Statements of Operations

(In thousands)

(Unaudited)


	Investment Management				Operating				Corporate and Other
	Three Months Ended June 30,				Three Months Ended June 30,				Three Months Ended June 30,
	2023		2022		2023		2022		2023		2022
Revenues
Fee income (Note 14)	$	66,631	$	45,113	$	—	$	—	$	(889)	$	(795)
Carried interest allocation	79,254		110,779		—		—		—		—
Principal investment income (loss)	1,604		1,016		—		—		28,805		15,428
Property operating income (Note 5)	—		—		234,753		227,646		—		6,605
Other income	1,604		1,002		306		41		12,865		9,797
Total revenues	149,093		157,910		235,059		227,687		40,781		31,035
Expenses
Property operating expense	—		—		98,231		94,744		—		2,546
Interest expense	2,629		2,785		51,285		37,233		2,108		6,370
Investment expense	191		259		4,958		5,487		104		1,441
Transaction-related costs	613		1,898		—		—		500		858
Placement fees	3,653		—		—		—		—		—
Depreciation and amortization	11,039		5,375		138,209		145,817		314		4,160

Compensation expense—cash and equity-based	45,798		23,230		26,435		20,229		10,759		9,333
Compensation expense—incentive fee and carried interest allocation	36,076		49,069		—		—		—		—
Administrative expenses	7,953		4,869		8,841		8,910		8,969		12,574
Total expenses	107,952		87,485		327,959		312,420		22,754		37,282



Other gain (loss), net	(3,608)		(424)		344		(534)		(8,273)		(45,298)
Income (loss) from continuing operations before income taxes	37,533		70,001		(92,556)		(85,267)		9,754		(51,545)
Income tax benefit (expense)	(2,356)		(2,006)		(499)		(161)		(414)		4,685
Income (loss) from continuing operations	35,177		67,995		(93,055)		(85,428)		9,340		(46,860)
Income (loss) from continuing operations attributable to noncontrolling interests:
Redeemable noncontrolling interests	(189)		47		—		—		(2,252)		(14,374)
Investment entities	35,033		44,931		(81,727)		(69,414)		7,052		(5,005)
Operating Company	24		1,748		(819)		(1,207)		(664)		(3,317)
Income (loss) from continuing operations attributable to DigitalBridge Group, Inc.	$	309	$	21,269	$	(10,509)	$	(14,807)	$	5,204	$	(24,164)

The accompanying notes are an integral part of the consolidated financial statements.

Table of Contents

DigitalBridge Group, Inc.

Supplemental Schedule to Consolidated Statements of Operations

(In thousands)

(Unaudited)


	Investment Management				Operating				Corporate and Other
	Six Months Ended June 30,				Six Months Ended June 30,				Six Months Ended June 30,
	2023		2022		2023		2022		2023		2022
Revenues
Fee income (Note 14)	$	126,729	$	88,750	$	—	$	—	$	(1,861)	$	(1,595)
Carried interest allocation	24,498		79,700		—		—		—		—
Principal investment income (loss)	1,922		1,033		—		—		32,049		21,865
Property operating income (Note 5)	—		—		465,680		430,157		—		6,605
Other income	2,773		2,258		1,043		52		22,260		20,641
Total revenues	155,922		171,741		466,723		430,209		52,448		47,516
Expenses
Property operating expense	—		—		195,357		178,747		—		2,546
Interest expense	5,232		5,287		111,269		73,417		6,717		11,714
Investment expense	727		1,399		10,161		13,503		116		1,850
Transaction-related costs	5,805		1,898		—		—		3,835		1,023
Placement fees	3,653		—		—		—		—		—
Depreciation and amortization	17,448		10,651		272,908		268,708		780		4,560

Compensation expense—cash and equity-based	73,980		48,038		53,614		40,185		30,048		30,111
Compensation expense—incentive fee and carried interest allocation	(755)		28,717		—		—		—		—
Administrative expenses	14,360		9,040		16,081		15,809		21,828		29,389
Total expenses	120,450		105,030		659,390		590,369		63,324		81,193



Other gain (loss), net	(526)		(3,479)		2,113		422		(155,869)		(193,080)
Income (loss) from continuing operations before income taxes	34,946		63,232		(190,554)		(159,738)		(166,745)		(226,757)
Income tax benefit (expense)	(2,573)		(4,380)		(443)		169		(1,295)		14,142
Income (loss) from continuing operations	32,373		58,852		(190,997)		(159,569)		(168,040)		(212,615)
Income (loss) from continuing operations attributable to noncontrolling interests:
Redeemable noncontrolling interests	229		(3,219)		—		—		4,273		(22,328)
Investment entities	34,176		47,280		(167,981)		(129,610)		8,818		(4,028)
Operating Company	(143)		1,124		(1,718)		(2,328)		(15,186)		(17,324)
Income (loss) from continuing operations attributable to DigitalBridge Group, Inc.	$	(1,889)	$	13,667	$	(21,298)	$	(27,631)	$	(165,945)	$	(168,935)

The accompanying notes are an integral part of the consolidated financial statements.

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DigitalBridge Group, Inc.

Consolidated Statements of Comprehensive Income (Loss)

(In thousands)

(Unaudited)


	Three Months Ended June 30,				Six Months Ended June 30,
	2023		2022		2023		2022
Net income (loss)	$	(52,516)	$	(68,081)	$	(344,860)	$	(411,765)
Changes in accumulated other comprehensive income (loss) related to:
Equity method investments	—		(2,688)		318		(2,686)
Available-for-sale debt securities	—		—		—		(6,373)

Foreign currency translation	3,143		(24,340)		2,912		(62,281)
Net investment hedges	—		6,984		—		6,984
Other comprehensive income (loss)	3,143		(20,044)		3,230		(64,356)
Comprehensive income (loss)	(49,373)		(88,125)		(341,630)		(476,121)
Comprehensive income (loss) attributable to noncontrolling interests:
Redeemable noncontrolling interests	(2,441)		(14,327)		4,502		(25,547)
Investment entities	(39,307)		(36,874)		(124,100)		(111,930)
Operating Company	(1,544)		(4,016)		(18,187)		(29,474)
Comprehensive income (loss) attributable to stockholders	$	(6,081)	$	(32,908)	$	(203,845)	$	(309,170)

The accompanying notes are an integral part of the consolidated financial statements.

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DigitalBridge Group, Inc.

Consolidated Statements of Equity

(In thousands, except per share data)

(Unaudited)


	Preferred Stock		Common Stock		Additional Paid-in Capital		Accumulated Deficit		Accumulated Other Comprehensive Income (Loss)		Total Stockholders’ Equity		Noncontrolling Interests in Investment Entities		Noncontrolling Interests in Operating Company		Total Equity


Balance at December 31, 2021	$	854,232	$	5,692	$	7,820,807	$	(6,576,180)	$	42,383	$	2,146,934	$	2,653,173	$	112,283	$	4,912,390
Net income (loss)	—		—		—		(246,557)		—		(246,557)		(63,045)		(22,862)		(332,464)
Other comprehensive income (loss)	—		—		—		—		(29,705)		(29,705)		(12,011)		(2,596)		(44,312)
Exchange of notes for common stock (Note 8)	—		256		177,562		—		—		177,818		—		—		177,818
Adjustment of redeemable noncontrolling interest and warrants to fair value (Note 10)	—		—		(690,000)		—		—		(690,000)		—		—		(690,000)
Deconsolidation of investment entities	—		—		—		—		—		—		(176,856)		—		(176,856)


Redemption of OP Units for class A common stock	—		—		2		—		—		2		—		(2)		—
Equity based compensation	—		50		14,286		—		—		14,336		2,734		1,555		18,625
Shares canceled for tax withholdings on vested equity awards	—		(17)		(11,393)		—		—		(11,410)		—		—		(11,410)

Acquisition of noncontrolling interest	—		—		—		—		—		—		(32,076)		—		(32,076)
Contributions from noncontrolling interests	—		—		—		—		—		—		343,006		—		343,006
Distributions to noncontrolling interests	—		—		—		—		—		—		(26,018)		—		(26,018)
Preferred stock dividends	—		—		—		(15,760)		—		(15,760)		—		—		(15,760)

Reallocation of equity (Notes 2 and 10)	—		—		45,099		—		75		45,174		—		(45,174)		—
Balance at March 31, 2022	854,232		$	5,981	$	7,356,363	$	(6,838,497)	$	12,753	$	1,390,832	$	2,688,907	$	43,204	$	4,122,943
Net income (loss)	—		—		—		(21,562)		—		(21,562)		(29,102)		(3,090)		(53,754)
Other comprehensive income (loss)	—		—		—		—		(11,346)		(11,346)		(7,772)		(926)		(20,044)
Adjustment of redeemable noncontrolling interest and warrants to fair value (Note 10)	—		—		(35,026)		—		—		(35,026)		—		—		(35,026)
Shares issued for redemption of redeemable noncontrolling interest (Note 10)	—		577		348,182		—		—		348,759		—		—		348,759
Transaction costs incurred in connection with redemption of redeemable noncontrolling interest	—		—		(7,137)		—		—		(7,137)		—		—		(7,137)
Reclassification of carried interest allocated to redeemable noncontrolling interest to noncontrolling interest in investment entities (Note 10)	—		—		—		—		—		—		4,087		—		4,087
Deconsolidation of investment entities (Note 18)	—		—		—		—		—		—		11,047		—		11,047


Redemption of OP Units for class A common stock	—		4		335		—		—		339		—		(339)		—
Equity based compensation	—		9		7,508		—		—		7,517		1,061		591		9,169
Shares canceled for tax withholdings on vested equity awards	—		(7)		(5,060)		—		—		(5,067)		—		—		(5,067)


Contributions from noncontrolling interests	—		—		—		—		—		—		215,790		—		215,790
Distributions to noncontrolling interests	—		—		—		—		—		—		(13,490)		—		(13,490)
Preferred stock dividends	—		—		—		(15,758)		—		(15,758)		—		—		(15,758)

Reallocation of equity (Notes 2 and 10)	—		—		(18,313)		—		48		(18,265)		—		18,265		—
Balance at June 30, 2022	$	854,232	$	6,564	$	7,646,852	$	(6,875,817)	$	1,455	$	1,633,286	$	2,870,528	$	57,705	$	4,561,519

The accompanying notes are an integral part of the consolidated financial statements.

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DigitalBridge Group, Inc.

Consolidated Statements of Equity (Continued)

(In thousands, except per share data)

(Unaudited)


	Preferred Stock		Common Stock		Additional Paid-in Capital		Accumulated Deficit		Accumulated Other Comprehensive Income (Loss)		Total Stockholders’ Equity		Noncontrolling Interests in Investment Entities		Noncontrolling Interests in Operating Company		Total Equity


Balance at December 31, 2022	$	800,355	$	6,397	$	7,818,068	$	(6,962,613)	$	(1,509)	$	1,660,698	$	2,743,896	$	64,895	$	4,469,489
Net income (loss)	—		—		—		(197,797)		—		(197,797)		(84,828)		(16,662)		(299,287)
Other comprehensive income (loss)	—		—		—		—		33		33		35		19		87



Preferred stock repurchases (Note 9)	(52)		—		—		—		—		(52)		—		—		(52)

Equity based compensation	—		99		10,930		—		—		11,029		5,542		41		16,612
Shares canceled for tax withholdings on vested equity awards	—		(16)		(4,847)		—		—		(4,863)		—		—		(4,863)


Contributions from noncontrolling interests	—		—		—		—		—		—		29,684		—		29,684
Distributions to noncontrolling interests	—		—		—		—		—		—		(43,436)		(126)		(43,562)
Preferred stock dividends	—		—		—		(14,676)		—		(14,676)		—		—		(14,676)
Common stock dividends declared (0.01 per share)	—		—		—		(1,620)		—		(1,620)		—		—		(1,620)
Reallocation of equity (Notes 2 and 10)	—		—		(429)		—		(2)		(431)		—		431		—
Balance at March 31, 2023	$	800,303	$	6,480	$	7,823,722	$	(7,176,706)	$	(1,478)	$	1,452,321	$	2,650,893	$	48,598	$	4,151,812
Net income (loss)	—		—		—		(8,663)		—		(8,663)		(39,667)		(1,745)		(50,075)
Other comprehensive income (loss)	—		—		—		—		2,582		2,582		360		201		3,143


Change in common stock par value (Note 9)	—		(4,862)		4,862		—		—		—		—		—		—
Preferred stock repurchases (Note 9)	(5,633)		—		927		—		—		(4,706)		—		—		(4,706)
Redemption of OP Units for class A common stock	—		3		981		—		—		984		—		(984)		—
Equity based compensation	—		11		21,681		—		—		21,692		4,232		41		25,965
Shares canceled for tax withholdings on vested equity awards	—		(6)		(5,348)		—		—		(5,354)		—		—		(5,354)


Contributions from noncontrolling interests	—		—		—		—		—		—		38,240		—		38,240
Distributions to noncontrolling interests	—		—		—		—		—		—		(13,608)		(124)		(13,732)
Preferred stock dividends	—		—		—		(14,660)		—		(14,660)		—		—		(14,660)
Common stock dividends declared (0.01 per share)	—		—		—		(1,622)		—		(1,622)		—		—		(1,622)
Reallocation of equity (Note 2)	—		—		(385)		—		18		(367)		(844)		1,211		—
Balance at June 30, 2023	$	794,670	$	1,626	$	7,846,440	$	(7,201,651)	$	1,122	$	1,442,207	$	2,639,606	$	47,198	$	4,129,011

The accompanying notes are an integral part of the consolidated financial statements.

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DigitalBridge Group, Inc.

Consolidated Statements of Cash Flows

(In thousands)

(Unaudited)


	Six Months Ended June 30,
	2023		2022
Cash Flows from Operating Activities


Net income (loss)	$	(344,860)	$	(411,765)
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:

Paid-in-kind interest added to loan principal	(544)		(2,777)
Straight-line rent income	(3,798)		(9,579)
Amortization of above- and below-market lease values, net	864		(141)
Amortization of deferred financing costs and debt discount and premium, net	17,719		99,448
Carried interest (allocation) reversal	(24,498)		(79,700)
Principal investment (income) loss	(33,971)		(22,898)
Other equity method (earnings) losses	13,303		(50,421)
Distributions of income from equity method investments	3,677		—
Impairment of real estate and related intangibles and right-of-use ("ROU") asset	—		35,985



Depreciation and amortization	291,136		286,258
Equity-based compensation	42,577		28,064




Deferred income tax (benefit) expense	2,469		(15,645)
Loss on extinguishment of debt	—		133,173
Other gain (loss), net	152,625		62,524
Other adjustments, net	506		(763)
(Increase) decrease in other assets and due from affiliates	23,075		12,511
Increase (decrease) in accrued and other liabilities and due to affiliates	(48,075)		9,793
Net cash provided by (used in) operating activities	92,205		74,067
Cash Flows from Investing Activities
Contributions to and acquisition of equity investments	(405,703)		(298,526)
Return of capital from equity method investments	55,643		25,652
Proceeds from sale of equity investments	595,209		239,563
Acquisition of loans receivable and debt securities	—		(156,949)
Proceeds from paydown and maturity of debt securities	—		566
Net disbursements on originated loans	—		(215,918)
Repayments of loans receivable	6,804		19,205
Proceeds from sales of loans receivable and debt securities	—		126,644

Acquisition of and additions to real estate, related intangibles and leasing commissions	(510,973)		(1,787,317)
Cash transferred to buyer in sale of real estate, net of proceeds received	—		(92,793)





Investment deposits	(1,669)		235
Net receipt (payment) on settlement of derivatives	3,401		(11,893)
Acquisition of InfraBridge, net of cash acquired (Note 3)	(314,266)		—


Other investing activities, net	—		(875)
Net cash provided by (used in) investing activities	(571,554)		(2,152,406)

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DigitalBridge Group, Inc.

Consolidated Statements of Cash Flows (Continued)

(In thousands)

(Unaudited)


	Six Months Ended June 30,
	2023		2022
Cash Flows from Financing Activities


Dividends paid to preferred stockholders	$	(29,441)	$	(31,518)
Dividends paid to common stockholders	(3,214)		—


Borrowings on corporate debt	—		270,000
Repayments of corporate debt, including repurchase of senior notes	(200,000)		(214,237)
Borrowings from investment-level debt	1,617,790		690,082
Repayments of investment-level debt	(1,158,667)		(5,452)
Payment of deferred financing costs and prepayment penalties on investment level debt	(38,012)		(18,586)
Contributions from noncontrolling interests	68,224		568,946
Distributions to and redemptions of noncontrolling interests	(127,599)		(450,337)
Payment of contingent consideration to Wafra (Note 10)	(90,000)		—
Redemptions/repurchases of preferred stock	(4,758)		—
Shares canceled for tax withholdings on vested equity awards	(10,217)		(16,477)
Acquisition of noncontrolling interest	—		(32,076)


Net cash provided by (used in) financing activities	24,106		760,345
Effect of exchange rates on cash, cash equivalents and restricted cash	74		(2,415)
Net increase (decrease) in cash, cash equivalents and restricted cash	(455,169)		(1,320,409)
Cash, cash equivalents and restricted cash—beginning of period	1,036,739		1,766,245
Cash, cash equivalents and restricted cash—end of period	$	581,570	$	445,836

Reconciliation of cash, cash equivalents and restricted cash to consolidated balance sheets


	Six Months Ended June 30,
	2023		2022
Beginning of the period
Cash and cash equivalents	$	918,254	$	1,602,102
Restricted cash	118,485		99,121
Restricted cash included in assets held for disposition	—		65,022
Total cash, cash equivalents and restricted cash, beginning of period	$	1,036,739	$	1,766,245

End of the period
Cash and cash equivalents	$	426,883	$	337,150
Restricted cash	154,687		108,686

Total cash, cash equivalents and restricted cash, end of period	$	581,570	$	445,836

The accompanying notes are an integral part of the consolidated financial statements.

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DigitalBridge Group, Inc.

Notes to Consolidated Financial Statements

June 30, 2023

(Unaudited)

1. Business and Organization

DigitalBridge Group, Inc. ("DBRG," and together with its consolidated subsidiaries, the "Company") is a leading global digital infrastructure investment manager. The Company deploys and manages capital on behalf of its investors and shareholders across the digital infrastructure ecosystem, including data centers, cell towers, fiber networks, small cells, and edge infrastructure. The Company's investment management platform is anchored by its flagship value-add digital infrastructure equity offerings, and has expanded to include offerings in core equity, credit and liquid securities.

In February 2023, the Company further expanded its investment offerings to encompass InfraBridge, a newly-acquired mid-market global infrastructure equity platform (Note 3).

Organization

The Company operates as a taxable C Corporation commencing with the taxable year ended December 31, 2022, except for certain subsidiaries in the Operating segment that have elected to be taxed as real estate investment trusts for U.S. federal income tax purposes. The Company conducts all of its activities and holds substantially all of its assets and liabilities through its operating subsidiary, DigitalBridge Operating Company, LLC (the "Operating Company" or the "OP"). At June 30, 2023, the Company owned 93% of the OP, as its sole managing member. The remaining 7% is owned primarily by certain current and former employees of the Company as noncontrolling interests.

2. Summary of Significant Accounting Policies

The significant accounting policies of the Company are described below.

Basis of Presentation

The accompanying unaudited interim financial statements have been prepared in accordance with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all information and footnotes required by accounting principles generally accepted in the United States of America (“GAAP”) for complete financial statements. These statements reflect all normal and recurring adjustments which, in the opinion of management, are necessary to present fairly the financial position, results of operations and cash flows of the Company for the interim periods presented. However, the results of operations for the interim period presented are not necessarily indicative of the results that may be expected for the year ending December 31, 2023, or any other future period. These interim financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto included in, or presented as exhibits to, the Company’s Annual Report on Form 10-K for the year ended December 31, 2022.

The accompanying consolidated financial statements include the accounts of the Company and its controlled subsidiaries. All significant intercompany accounts and transactions have been eliminated. The portions of equity, net income (loss) and other comprehensive income (loss) of consolidated subsidiaries that are not attributable to the parent are presented separately as amounts attributable to noncontrolling interests in the consolidated financial statements. Noncontrolling interests represent predominantly the majority ownership held by third party investors in the Company's Operating segment, carried interest allocation to certain senior executives of the Company (Note 16), and membership interests in the OP primarily held by certain current and former employees of the Company.

To the extent the Company consolidates a subsidiary that is subject to industry-specific guidance, such as investment company accounting applied by the Company's consolidated sponsored funds, the Company retains the industry-specific guidance applied by that subsidiary in its consolidated financial statements.

Supplemental Schedules to Consolidated Balance Sheets and Consolidated Statements of Operations

Beginning in 2023, the financial position and financial results of the Company's reportable segments of Investment Management and Operating, and its remaining investment activities and corporate level activities ("Corporate and Other") are presented in supplemental schedules to the consolidated balance sheets and consolidated statements of operations. The Company's reportable segments and Corporate and Other are described below under "—Segment Reporting."

The disaggregated presentation in the supplemental schedules enhances transparency and provides meaningful information to investors in understanding the Company's consolidated financial statements, specifically:

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•Segregation of the Investment Management segment allows for more clarity and visibility into the financial performance and financial position of the Company's core business; and

•The Operating segment represents the consolidation of two data center portfolio companies for which the Company has direct co-investments of 13% and 11%, respectively, at both June 30, 2023 and December 31, 2022. Although the Operating segment makes up a majority of the balances and activities on a consolidated basis, DBRG's exposure and entitlement are limited to its 13% and 11% interest in the two portfolio companies in the Operating segment. The liabilities of the Operating segment are obligations of the respective portfolio companies of the Operating segment and may only be settled using assets of these respective portfolio companies.

The supplemental schedule to the consolidated balance sheets excludes assets and liabilities held for disposition that are related to discontinued operations, and stockholders' equity and noncontrolling interests in OP, as these equity items are not specifically attributable to reportable segments.

The supplemental schedules to the consolidated statements of operations present by reportable segment the results from continuing operations attributable to DBRG, excluding discontinued operations and results attributable to common stockholders. Additionally, fee income in the Investment Management segment is presented prior to elimination of fees earned from the Company's sponsored investment vehicles that are consolidated within the Operating segment and in Corporate and Other. The elimination of intercompany fees is presented in Corporate and Other.

Use of Estimates

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates and assumptions.

Principles of Consolidation

The Company consolidates entities in which it has a controlling financial interest by first considering if an entity meets the definition of a variable interest entity ("VIE") for which the Company is deemed to be the primary beneficiary, or if the Company has the power to control an entity through a majority of voting interest or through other arrangements.

Variable Interest Entities—A VIE is an entity that either (i) lacks sufficient equity to finance its activities without additional subordinated financial support from other parties; (ii) whose equity holders lack the characteristics of a controlling financial interest; and/or (iii) is established with non-substantive voting rights. A VIE is consolidated by its primary beneficiary, which is defined as the party who has a controlling financial interest in the VIE through (a) power to direct the activities of the VIE that most significantly affect the VIE’s economic performance, and (b) obligation to absorb losses or right to receive benefits of the VIE that could be significant to the VIE. This assessment may involve subjectivity in the determination of which activities most significantly affect the VIE’s performance, and estimates about current and future fair value of the assets held by the VIE and financial performance of the VIE. In assessing its interests in the VIE, the Company also considers interests held by its related parties, including de facto agents. Additionally, the Company assesses whether it is a member of a related party group that collectively meets the power and benefits criteria and, if so, whether the Company is most closely associated with the VIE. In performing the related party analysis, the Company considers both qualitative and quantitative factors, including, but not limited to: the characteristics and size of its investment relative to the related party; the Company’s and the related party's ability to control or significantly influence key decisions of the VIE including consideration of involvement by de facto agents; the obligation or likelihood for the Company or the related party to fund operating losses of the VIE; and the similarity and significance of the VIE’s business activities to those of the Company and the related party. The determination of whether an entity is a VIE, and whether the Company is the primary beneficiary, may involve significant judgment, and depends upon facts and circumstances specific to an entity at the time of the assessment.

Voting Interest Entities—Unlike VIEs, voting interest entities have sufficient equity to finance their activities and equity investors exhibit the characteristics of a controlling financial interest through their voting rights. The Company consolidates such entities when it has the power to control these entities through ownership of a majority of the entities' voting interests or through other arrangements.

At each reporting period, the Company reassesses whether changes in facts and circumstances cause a change in the status of an entity as a VIE or voting interest entity, and/or a change in the Company's consolidation assessment. Changes in consolidation status are applied prospectively. An entity may be consolidated as a result of this reassessment, in which case, the assets, liabilities and noncontrolling interests in the entity are recorded at fair value upon initial consolidation. Any existing equity interest held by the Company in the entity prior to the Company obtaining control will be remeasured at fair value, which may result in a gain or loss recognized upon initial consolidation. However, if the consolidation represents an asset acquisition of a voting interest entity, the Company's existing interest in the acquired

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assets, if any, is not remeasured to fair value but continues to be carried at historical cost. The Company may also deconsolidate a subsidiary as a result of this reassessment, which may result in a gain or loss recognized upon deconsolidation depending on the carrying values of deconsolidated assets and liabilities compared to the fair value of any interests retained.

Noncontrolling Interests

Redeemable Noncontrolling Interests—This represents noncontrolling interests in sponsored open-end funds in the liquid securities strategy that are consolidated by the Company. The limited partners of these funds have the ability to withdraw all or a portion of their interests from the funds in cash with advance notice.

Redeemable noncontrolling interests is presented outside of permanent equity. Allocation of net income or loss to redeemable noncontrolling interests is based upon their ownership percentage during the period. The carrying amount of redeemable noncontrolling interests is adjusted to its redemption value at the end of each reporting period to an amount not less than its initial carrying value, except for amounts contingently redeemable which will be adjusted to redemption value only when redemption is probable. Such adjustments will be recognized in additional paid-in capital.

The redeemable noncontrolling interests in the Company's investment management business were redeemed in May 2022 (Note 10).

Noncontrolling Interests in Investment Entities—This represents predominantly the majority ownership held by third party investors in the Company's Operating segment and carried interest allocation to certain senior executives of the Company (Note 16). Excluding carried interests, allocation of net income or loss is generally based upon relative ownership interests.

Noncontrolling Interests in Operating Company—This represents membership interests in OP held primarily by certain current and former employees of the Company. Noncontrolling interests in OP are allocated a share of net income or loss in OP based upon their weighted average ownership interest in OP during the period. Noncontrolling interests in OP have the right to require OP to redeem part or all of such member’s membership units in OP ("OP Units") for cash based on the market value of an equivalent number of shares of class A common stock at the time of redemption, or at the Company's election as managing member of OP, through issuance of shares of class A common stock (registered or unregistered) on a one-for-one basis. At the end of each reporting period, noncontrolling interests in OP is adjusted to reflect their ownership percentage in OP at the end of the period, through a reallocation between controlling and noncontrolling interests in OP, as applicable.

Segment Reporting

The Company 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.

•Investment Management —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, may be highly variable from period to period. Earnings from the Investment Management segment were attributed 31.5% to Wafra prior to the Company's redemption of Wafra's interest in the investment management business at the end of May 2022 (as discussed further in Note 10).

•Operating—This segment is composed of balance sheet equity interests in digital infrastructure and real estate co-investment companies, which generally earn rental income from providing use of digital asset space and/or capacity through leases, services and other agreements. The Company currently owns interests in two companies: DataBank, an edge colocation data center business (DBRG ownership of 11% at June 30, 2023 and December 31, 2022); and Vantage SDC, a stabilized hyperscale data center business (DBRG ownership of 13% at June 30, 2023 and December 31, 2022). 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.

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The Company's remaining investment activities and corporate level activities are presented as Corporate and Other.

•Other investment activities are composed of the Company's equity interests in: (i) sponsored investment vehicles, primarily the DigitalBridge Partners ("DBP") flagship funds and InfraBridge funds, and seed investments in liquid securities and other potential new strategies; and (ii) remaining non-digital investments. Outside of its general partner interests, which are presented in the Investment Management segment, the Company's other equity interests in its sponsored and/or managed investment vehicles are considered to be incidental to its investment management business. The primary economics to the Company are represented by fee income and carried interest allocation 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 from sponsored funds. Remaining non-digital investments are composed of a marketable equity security, and equity interest in a non-traded REIT that is not available for immediate sale (Note 11). These other investment activities generate largely principal investment income or losses, and to a lesser extent, revenues in the form of dividend income from consolidated investment vehicles and non-digital investments.

•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 attribution, have been attributed to each of the reportable segments.

The results of operations of the Company's reportable segments are presented in the supplemental schedules to the consolidated statements of operations and reconciled to the consolidated statements of operations as follows:


	Three Months Ended June 30, 2023								Three Months Ended June 30, 2022
(In thousands)	Investment Management		Operating		Corporate and Other		Total		Investment Management		Operating		Corporate and Other		Total
Income (Loss) from continuing operations attributable to DigitalBridge Group, Inc.	$	309	$	(10,509)	$	5,204	$	(4,996)	$	21,269	$	(14,807)	$	(24,164)	$	(17,702)
Income (Loss) from discontinued operations attributable to DigitalBridge Group, Inc.							(3,667)								(3,860)
Net income (loss) attributable to DigitalBridge Group, Inc.							$	(8,663)							$	(21,562)


	Six Months Ended June 30, 2023								Six Months Ended June 30, 2022
(In thousands)	Investment Management		Operating		Corporate and Other		Total		Investment Management		Operating		Corporate and Other		Total
Income (Loss) from continuing operations attributable to DigitalBridge Group, Inc.	$	(1,889)	$	(21,298)	$	(165,945)	$	(189,132)	$	13,667	$	(27,631)	$	(168,935)	$	(182,899)
Income (Loss) from discontinued operations attributable to DigitalBridge Group, Inc.							(17,328)								(85,220)
Net income (loss) attributable to DigitalBridge Group, Inc.							$	(206,460)							$	(268,119)

Acquisitions

Definition of a Business—The Company evaluates each purchase transaction to determine whether the acquired assets meet the definition of a business. If substantially all of the fair value of gross assets acquired is concentrated in a single identifiable asset or a group of similar identifiable assets, then the set of transferred assets and activities is not a business. If not, for an acquisition to be considered a business, it would have to include an input and a substantive process that together significantly contribute to the ability to create outputs (i.e., there is a continuation of revenue before and after the transaction). A substantive process is not ancillary or minor, cannot be replaced without significant costs, effort or delay or is otherwise considered unique or scarce. To qualify as a business without outputs, the acquired assets

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would require an organized workforce with the necessary skills, knowledge and experience to perform a substantive process.

Asset Acquisitions—For acquisitions that are not deemed to be businesses, the assets acquired are recognized based on their cost to the Company as the acquirer and no gain or loss is recognized. The cost of assets acquired in a group is allocated to individual assets within the group based on their relative fair values and does not give rise to goodwill. Transaction costs related to acquisition of assets are included in the cost basis of the assets acquired.

Business Combinations—The Company accounts for acquisitions that qualify as business combinations by applying the acquisition method. Transaction costs related to acquisition of a business are expensed as incurred and excluded from the fair value of consideration transferred. The identifiable assets acquired, liabilities assumed and noncontrolling interests in an acquired entity are recognized and measured at their estimated fair values, except as discussed below. The excess of the consideration transferred over the values of identifiable assets acquired, liabilities assumed and noncontrolling interests in an acquired entity, net of fair value of any previously held interest in the acquired entity, is recorded as goodwill. Such valuations require management to make significant estimates and assumptions.

With respect to contract assets and contract liabilities acquired in a business combination, these are not accounted for under the fair value basis at the time of acquisition. Instead, the Company determines the value of these revenue contracts as if it had originated the acquired contracts by evaluating the associated performance obligations, transaction price and relative stand-alone selling price at the original contract inception date or subsequent modification dates.

The estimated fair values and allocation of consideration are subject to adjustments during the measurement period, not to exceed one year, based upon new information obtained about facts and circumstances that existed at time of acquisition.

Contingent Consideration—Contingent consideration is classified as a liability or equity, as applicable. Contingent consideration in connection with the acquisition of a business or a VIE is measured at fair value on acquisition date, and unless classified as equity, is remeasured at fair value each reporting period thereafter until the consideration is settled, with changes in fair value included in earnings. Contingent consideration in connection with the acquisition of assets (and that is not a VIE) is generally recognized when the liability is considered both probable and reasonably estimable, as part of the basis of the acquired assets.

Discontinued Operations

If the disposition of a component, being an operating or reportable segment, business unit, subsidiary or asset group, represents a strategic shift that has or will have a major effect on the Company’s operations and financial results, the operating profits or losses of the component when classified as held for sale, and the gain or loss upon disposition of the component, are presented as discontinued operations in the statements of operations.

A business or asset group acquired in connection with a business combination that meets the criteria to be accounted for as held for sale at the date of acquisition is reported as discontinued operations, regardless of whether it meets the strategic shift criterion.

In March 2023, the Company sold the entirety of its equity method investment in BrightSpire Capital, Inc. (NYSE: BRSP) of approximately 35.0 million shares for net proceeds totaling $201.6 million. The Company's investment in BRSP qualified as held for sale in March 2023 and its disposition represents a strategic shift that has major effects on the Company’s operations and financial results, meeting the criteria as discontinued operations as of 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.

In 2023, discontinued operations primarily reflect a $9.7 million impairment of BRSP shares prior to its disposition, and activities associated with equity investments excluded from the December 2021 bulk sale of the Company's non-digital investment portfolio.

In addition to the above equity investments, in 2022, discontinued operations also included two months of operations of the Wellness Infrastructure business, along with other non-core assets held by a subsidiary, NRF Holdco, LLC ("NRF Holdco"), prior to the sale of all of the equity of NRF Holdco in February 2022. The sales price for 100% of the equity of NRF Holdco was $281 million, composed of $126 million cash and a $155 million unsecured promissory note, which was fully written down in March 2023, as discussed in Note 11. In 2022, the disposition of NRF Holdco resulted in a write-off of unamortized deferred financing costs on the Wellness Infrastructure debt assumed by the buyer of $92.1 million and additional impairment loss based upon final carrying value of the Wellness Infrastructure net assets.

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Loss from discontinued operations is summarized as follows.


	Three Months Ended June 30,				Six Months Ended June 30,
(In thousands)	2023		2022		2023		2022





Revenues	$	1,868	$	2,002	$	3,838	$	82,283
Expenses	(2,589)		(36,480)		(8,359)		(237,635)







Other gain (loss)	(3,270)		26,694		(13,686)		50,811




Income tax benefit (expense)	13		3,996		11		6,108
Income (Loss) from discontinued operations	(3,978)		(3,788)		(18,196)		(98,433)

Investment entities	(25)		386		492		(5,789)
Operating Company	(286)		(314)		(1,360)		(7,424)
Income (Loss) from discontinued operations attributable to DigitalBridge Group, Inc.	$	(3,667)	$	(3,860)	$	(17,328)	$	(85,220)

Assets and Related Liabilities Held for Disposition

The Company initially measures assets classified as held for disposition at the lower of their carrying amounts or fair value less disposal costs. For bulk sale transactions, the unit of account is the disposal group, with any excess of the aggregate carrying value over estimated fair value less costs to sell allocated to the individual assets within the group.

Assets and related liabilities held for disposition are summarized below. Primarily, these are composed of: (i) at June 30, 2023, DataBank's French portfolio of five colocation data centers which are classified as held for disposition effective April 2023; and (ii) at December 31, 2022, shares in BRSP valued at $218.0 million that were sold in March 2023, and an equity method investment carried under the fair value option prior to a sale of the investee's underlying assets and a return of capital to the Company in January 2023. Both periods also include miscellaneous equity investments excluded from the December 2021 bulk sale of the Company's non-digital investments. Except for the DataBank portfolio, all assets and related liabilities held for disposition relate to discontinued operations.


(In thousands)	June 30, 2023		December 31, 2022
Assets held for disposition

Real estate	$	30,399	$	—
Investments	5,108		275,381
Intangibles and other assets	18,007		139
	$	53,514	$	275,520
Liabilities related to assets held for disposition
Lease intangibles and other liabilities	$	12,954	$	380

Reclassifications

Reclassifications have been made in connection with discontinued operations, as discussed in "—Discontinued Operations." Additionally, the Company determined that principal investment income (loss) from its equity interest as general partner and general partner affiliate in its sponsored investment vehicles, and its entitlement to carried interest allocation, represent a core component of returns in its investment management business. Accordingly, beginning in 2023, principal investment income (loss) and carried interest allocation are presented within total revenues on the consolidated statements of operations. Prior periods have been reclassified to conform to current presentation.

Accounting Standards Adopted in 2023

Contractual Sale Restriction on Equity Securities

In June 2022, the Financial Accounting Standards Board issued Accounting Standards Update ("ASU") 2022-03, Fair Value Measurement of Equity Securities Subject to Contractual Sale Restrictions, which amends Accounting Standards Codification ("ASC") Topic 820, Fair Value Measurement, to clarify that a contractual sale restriction that is entity-specific is not part of the unit of account of an equity security and is therefore not considered in measuring the fair value of an equity security, in which case, a discount should not be applied. The amendment further prohibits recognizing the contractual sale restriction as a separate unit of account, that is, as a contra asset or liability. Sale restrictions that are characteristics of the holder of an equity security include, but are not limited to, lock-up agreements, market stand-off agreements, or specific provisions in agreements between shareholders. In contrast, a legal restriction preventing a security from being sold on a national securities exchange or an over-the-counter market is a security-specific characteristic as the restriction would similarly apply to a market participant buyer in an assumed sale of the security. This guidance also applies to issuers of equity securities that are subject to contractual sale restrictions, for example, equity

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securities issued as consideration in a business combination. The ASU requires additional disclosures related to equity securities that are subject to contractual sale restrictions, specifically (1) the fair value of such equity securities, (2) the nature and remaining duration of the restrictions, and (3) any circumstances that could cause a lapse in restrictions. The ASU is effective January 1, 2024, with early adoption permitted in the interim periods. Transition is prospective with any fair value adjustments resulting from adoption recognized in earnings and the amount adjusted disclosed in the period of adoption.

For subsidiaries of the Company that are investment companies as defined in ASC Topic 946, Financial Services—Investment Companies, the ASU is applied prospectively to equity securities with contractual sale restrictions entered into or modified on or after the adoption date. For equity securities with contractual sale restrictions entered into or modified before the adoption date, the existing accounting policy continues to be applied until the restrictions expire or are modified, and if the existing accounting policy differs from the amended guidance, the additional disclosure requirements under the ASU would be applicable.

The Company early adopted the ASU on January 1, 2023. At the time of adoption, the Company and its investment company subsidiaries do not have equity securities subject to contractual sale restrictions.

3. Acquisitions

Business Combination

InfraBridge

In February 2023, the Company acquired the global infrastructure equity investment management business of AMP Capital Investors International Holdings Limited, which was rebranded as InfraBridge at closing. Consideration for the acquisition consisted of $314.3 million cash consideration (net of cash assumed), subject to customary post-closing working capital adjustments, plus a contingent amount based upon achievement of future fundraising targets for InfraBridge's new global infrastructure funds. The estimated fair value of the contingent consideration is subject to remeasurement each reporting period, as discussed in Note 11.

The following table summarizes the total consideration and allocation to assets acquired and liabilities assumed. The initial cash consideration was determined, in part, based upon estimated net working capital of the acquired entities at closing. The purchase price allocation is provisional and will be finalized through the one year measurement period. In the second quarter of 2023, certain adjustments were identified that affected the provisional accounting, as presented below. These were adjustments to net working capital and to the value of acquired interest in an InfraBridge fund based upon a revised net asset value ("NAV") of the fund, applying new information about facts and circumstances that existed at the time of acquisition.


(In thousands)	As Reported At March 31, 2023		Measurement Period Adjustments		As Revised At June 30, 2023
Consideration
Cash	$	364,338	$	1,102	$	365,440
Estimated fair value of contingent consideration	10,874		—		10,874
	$	375,212			$	376,314
Assets acquired and liabilities assumed
Cash	51,174		—		51,174
Principal investments	130,810		(12,400)		118,410
Intangible assets	50,800		—		50,800
Other assets	27,682		8,517		36,199
Deferred tax liabilities	(10,198)		—		(10,198)
Other liabilities	(21,625)		(10,190)		(31,815)
Fair value of net assets acquired	228,643				214,570
Goodwill	146,569		15,175		161,744
	$	375,212			$	376,314

•Principal investments represent acquired interests in InfraBridge funds, valued at their most recent NAV at closing.

•The investment management intangible assets of InfraBridge were composed of the following:

•Management contracts are valued based upon estimated net cash flows expected to be generated from the contracts, with remaining term of the contracts ranging between 1 and 4 years, discounted at 8.0%.

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•Investor relationships represent the fair value of potential investment management fees, net of operating costs, to be generated from repeat InfraBridge investors in future sponsored vehicles, with a weighted average estimated useful life of 12 years, discounted at 14.0%.

•Deferred tax liabilities were recognized for the book-to-tax basis difference of identifiable intangible assets acquired, net of deferred tax asset assumed.

•Other assets acquired and liabilities assumed include management fee receivable and compensation payable associated with the pre-acquisition period, amounts due to InfraBridge funds and receivable from seller.

•Goodwill is the value of the business acquired that is not already captured in identifiable assets, largely represented by the synergies from combining the capital raising resources of DBRG and the mid-market infrastructure specialization of the InfraBridge team.

Asset Acquisitions

DataBank

Acquisitions by DataBank were as follows:

2023

•A building in Dallas, Texas in May 2023, for purchase price of $151.0 million, funded by a combination of $121.0 million of debt and $40.8 million of equity, of which the Company's share was $8.2 million. In addition to the purchase price, the capital called was used to fund transaction costs, financing costs, and as working capital. A substantial portion of the acquired building was previously leased by DataBank as a co-location data center and corporate office. Upon termination of the DataBank lease concurrent with the acquisition, the associated ROU asset and lease liability were derecognized.

2022

•Four colocation data centers in Houston, Texas in March 2022 for $678 million, funded by a combination of $262.5 million of debt and $415.5 million of equity, of which the Company's share was $88.7 million.

•A data center each in Atlanta, Georgia in May 2022 for $10.9 million, and in Denver, Colorado in February 2022 that was previously leased by its zColo subsidiary for $17.6 million.

Vantage SDC Hyperscale Data Centers

In connection with the Company's acquisition of Vantage SDC in July 2020 and an additional data center in September 2021, the Company and its co-investors committed to acquire the future build-out of expansion capacity, along with lease-up of the expanded capacity and existing inventory, the costs of which are borne by the previous owners of Vantage SDC. As of June 30, 2023, the remaining consideration for the incremental lease-up acquisitions is estimated to be approximately $185 million, of which $122 million is due by September 2024. Most, if not all, of the cost of the expansion capacity has been or is expected to be funded by Vantage SDC from borrowings under its credit facilities and/or cash from operations. Pursuant to this arrangement, Vantage SDC had 15 new tenant leases related to a portion of the expansion capacity that commenced during 2022, respectively, for aggregate consideration of $161.3 million. All of these payments were made to the previous owners of Vantage SDC and are treated as asset acquisitions. There were no new tenant leases that commenced in 2023.

Tower Assets

In June 2022, the Company acquired the mobile telecommunications tower business (“TowerCo”) of Telenet Group Holding NV (Euronext Brussels: TNET) for €740.1 million or $791.3 million (including transaction costs). In December 2022, our interest in the temporarily warehoused TowerCo investment was transferred to the Company's new core equity fund and TowerCo was deconsolidated. The TowerCo assets acquired had included owned tower sites, tower sites subject to third party leases that gave rise to right-of-use lease assets and corresponding lease liabilities, equipment, as well as customer relationships related primarily to a master lease agreement with Telenet as lessee. The acquisition had been funded through $326.1 million of debt, $278.1 million of equity from the Company, and $213.8 million in third party equity. In addition to the purchase price, the funds had been used to finance transaction costs, debt issuance costs, working capital and as operating cash. Prior to transfer, TowerCo was presented within Corporate and Other.

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The following table summarizes the allocation of cash consideration to assets acquired, which includes capitalized transaction costs.


	2023		2022
(In thousands)	Acquisition by DataBank			TowerCo		Acquisitions by DataBank		Vantage SDC Expansion Capacity


Purchase price allocation

Real estate	$	153,944		$	363,121	$	627,474	$	140,140

Intangible assets	1,993			673,218		77,885		21,162
ROU and other assets	—			234,462		3,994		—

Deferred tax liabilities	—			(243,223)		—		—
Intangible, lease and other liabilities	(1,334)			(236,324)		(2,839)		—
	$	154,603		$	791,254	$	706,514	$	161,302

•Real estate was valued based upon (i) current replacement cost for buildings (in an as-vacant state) and improvements, estimated using construction cost guidelines, or the income approach for a substantially leased building by discounting estimated future net operating income with terminal value determined using a terminal capitalization rate of 6.5% and applying a discount rate of 7.25%; (ii) current replacement cost for data center infrastructure by applying an estimated cost per kilowatt based upon current capacity of each location and also considering the associated indirect costs such as design, engineering, construction and installation; (iii) current replacement cost for towers in consideration of their remaining economic life; and (iv) recent comparable sales or current listings for land. Useful lives of real estate acquired range from 35 to 55 years for buildings and improvements, 1 to 15 years for site improvements, 1 to 4 years for tenant improvements, 11 to 71 years for towers and related equipment, and 11 to 30 years for data center infrastructure.

•Lease-related intangibles for real estate acquisitions were composed of the following:

•In-place leases reflect the value of rental income forgone if the properties had been acquired vacant, and the leasing commissions, legal and marketing costs that would have been incurred to lease up the properties, discounted at rates between 4.75% and 7.25%, with remaining lease terms ranging between 1 and 15 years.

•Above- and below-market leases represent the rent differential for the remaining lease term between contractual rents of acquired leases and market rents at the time of acquisition, discounted at rates between 6.0% and 11.25% with remaining lease terms ranging between 1 and 4 years.

•Tenant relationships represent the estimated net cash flows attributable to the likelihood of lease renewal by an existing tenant relative to the cost of obtaining a new lease, taking into consideration the estimated time it would require to execute a new lease or backfill a vacant space, discounted at rates between 4.75% and 11.25%, with estimated useful lives between 5 and 15 years.

•Customer service contracts were valued based upon estimated net cash flows generated from the zColo customer service contracts that would have been forgone if such contracts were not in place, taking into consideration the time it would require to execute a new contract, with remaining term of the contracts ranging between 1 and 6 years.

•Customer relationships for towers were valued as the estimated future cash flows to be generated over the life of the tenant relationships based upon rental rates, operating costs, expected renewal terms and attrition, discounted at 6.8%, with estimated useful lives between 19 and 45 years.

•Deferred tax liabilities were recognized for the book-to-tax basis differences associated with the acquisition of TowerCo.

•Other assets acquired and liabilities assumed include primarily lease ROU assets associated with leasehold ground space hosting tower communication sites, along with corresponding lease liabilities. Lease liabilities were measured based upon the present value of future lease payments over the lease term, discounted at the incremental borrowing rate of the respective acquiree entities.

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4. Investments

The Company's equity and debt investments are represented by the following:


(In thousands)	June 30, 2023		December 31, 2022
Investment Management
Equity method investments
Principal investments	$	58,352	$	51,665
Carried interest allocation	365,771		341,749
	424,123		393,414
Other equity investment	2,455		1,913
Total Investment Management	426,578		395,327

Operating
Debt investments—loan receivable	—		4,638

Corporate and Other
Equity method investments—Principal investments	540,159		358,846
Equity investments of consolidated funds	172,403		185,845
Other equity investments	98,810		113,111
Debt investments
CLO subordinated notes	50,927		50,927
Loan receivable	—		133,307
Total Corporate and Other	862,299		842,036

Total Investments	$	1,288,877	$	1,242,001

Equity Method Investments

Principal Investments

Principal investments totaling $598.5 million at June 30, 2023 and $410.5 million at December 31, 2022 represent investments in the Company's sponsored investment vehicles, accounted for as equity method investments as the Company exerts significant influence in its role as general partner. The Company typically has a small percentage interest in its sponsored funds as general partner (presented in the Investment Management segment). The Company also has additional investment as general partner affiliate alongside the funds' limited partners, primarily with respect to the Company's flagship value-add funds, DigitalBridge Partners, LP ("DBP I") and DigitalBridge Partners II, LP ("DBP II"), and the InfraBridge funds (presented within Corporate and Other).

The Company's proportionate share of net income (loss) from investments in its sponsored investment vehicles, which includes unrealized gain (loss) from changes in fair value of the underlying fund investments, is recorded in principal investment income (loss) on the consolidated statements of operations.

Carried Interest Allocation

Carried interest allocation represents a disproportionate allocation of returns to the Company, as general partner, based upon the extent to which cumulative performance of a sponsored fund exceeds minimum return hurdles. Carried interest allocation generally arises when appreciation in value of the underlying investments of the fund exceeds the minimum return hurdles, after factoring in a return of invested capital and a return of certain costs of the fund pursuant to terms of the governing documents of the fund. The amount of carried interest allocation recognized is based upon the cumulative performance of the fund if it were liquidated as of the reporting date. Unrealized carried interest allocation is driven primarily by changes in fair value of the underlying investments of the fund, which may be affected by various factors, including but not limited to: the financial performance of the portfolio company, economic conditions, foreign exchange rates, comparable transactions in the market, and equity prices for publicly traded securities. For funds that have exceeded the minimum return hurdle but have not returned all capital to the limited partners, unrealized carried interest allocation may be subject to reversal over time as preferred returns continue to accrue on unreturned capital. Realization of carried interest allocation occurs upon disposition of all underlying investments of the fund, or in part with each disposition.

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Generally, carried interest allocation is distributed upon profitable disposition of an investment if at the time of distribution, cumulative returns of the fund exceed minimum return hurdles. Depending on the final realized value of all investments at the end of the life of a fund (and, with respect to certain funds, periodically during the life of the fund), if it is determined that cumulative carried interest allocation distributed has exceeded the final carried interest allocation amount earned (or amount earned as of the calculation date), the Company is obligated to return the excess carried interest allocation received. Therefore, carried interest allocation distributed may be subject to clawback if decline in investment values results in cumulative performance of the fund falling below minimum return hurdles in the interim period. If it is determined that the Company has a clawback obligation, a liability would be established based upon a hypothetical liquidation of the net assets of the fund at reporting date. The actual determination and required payment of any clawback obligation would generally occur after final disposition of the investments of the fund or otherwise as set forth in the governing documents of the fund.

Carried interest allocation on the balance sheet date represents unrealized carried interest allocation in connection with sponsored funds that are currently in the early stage of their lifecycle. Carried interest allocation is presented gross of accrued carried interest compensation (Note 7).

Carried Interest Allocation Distributed

There was immaterial carried interest allocation distributed and recognized in revenues in 2023. No carried interest allocation was distributed in the first six months of 2022.

Clawback Obligation

The Company did not have a liability for clawback obligations on carried interest allocation distributed to-date as of June 30, 2023 and December 31, 2022.

With respect to funds that have distributed carried interest allocation, if in the event all of their investments are deemed to have no value, the likelihood of which is remote, carried interest allocation distributed of $75.6 million would be subject to clawback as of June 30, 2023, of which $59.2 million would be the responsibility of the employee and former employee recipients. For this purpose, a portion of the carried interest allocation is generally held back from these recipients at the time of distribution. The amount withheld resides in entities outside of the Company.

Equity Investments of Consolidated Funds

The Company consolidates sponsored funds in which it has more than an insignificant equity interest in the fund as general partner, as discussed in Note 12. Equity investments of consolidated funds are composed of marketable equity securities held by funds in the liquid securities strategy, and equity interests held by a credit fund in pooling entities that invest in loan assets. Equity investments of consolidated funds are carried at fair value with changes in fair value recorded in other gain (loss) on the consolidated statements of operations.

Other Equity Investments

Other equity investments totaling $101.3 million at June 30, 2023 and $115.0 million at December 31, 2022 include investments warehoused potentially for future sponsored funds, a marketable equity security and equity interest in a non-traded REIT (Note 11) (presented within Corporate and Other), as well as an investment in a managed account (presented in the Investment Management segment). These investments are generally carried at fair value or under the measurement alternative, which is at cost, adjusted for impairment and observable price changes. Dividends or other distributions from these investments are recorded in other income while changes in the value of these investments are recorded in other gain (loss) on the consolidated statements of operations.

Debt Investments

Debt investments are composed of subordinated notes in a third party collateralized loan obligation ("CLO") and at December 31, 2022, loans receivable. Interest income from debt investments are recorded in other income.

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CLO Subordinated Notes

In the third quarter of 2022, bank syndicated loans that the Company previously warehoused were transferred into a third party warehouse entity at their acquisition price totaling $232.7 million, and securitized through the issuance of CLO securities. The corresponding warehouse facility of $172.5 million was concurrently repaid. The CLO is sponsored and managed by the third party. The Company acquired all of the subordinated notes of the CLO, which are classified as available-for-sale ("AFS") debt securities. The CLO has a stated legal final maturity of 2035.

The balance of the CLO subordinated notes is summarized as follows:


	Amortized Cost without Allowance for Credit Loss		Allowance for Credit Loss		Gross Cumulative Unrealized
(in thousands)					Gains		Losses		Fair Value
At June 30, 2023 and December 31, 2022	$	50,927	$	—	$	—	$	—	$	50,927

In estimating fair value of the CLO subordinated notes, the Company used a benchmarking approach by looking to the implied credit spreads derived from observed prices on recent comparable CLO issuances, and also considering the current size and diversification of the CLO collateral pool, and projected return on the subordinated notes. Based upon these data points, the Company determined that the issued price of the subordinated notes in September 2022 was a reasonable representation of their fair value at June 30, 2023 and December 31, 2022, classified as Level 3 of the fair value hierarchy.

Loans Receivable

At June 30, 2023, there was no outstanding balance on loans receivable. Activities in the loans receivable balance is discussed further in Note 11.

5. Real Estate

The following table summarizes the Company's real estate held for investment by subsidiaries in the Operating segment.


(In thousands)	June 30, 2023		December 31, 2022
Land	$	266,148	$	257,588
Buildings and improvements	1,892,008		1,573,605

Data center infrastructure	4,556,328		4,427,150


Construction in progress	377,103		395,393
	7,091,587		6,653,736
Less: Accumulated depreciation	(913,120)		(732,438)
Real estate assets, net	$	6,178,467	$	5,921,298

Real Estate Depreciation

Depreciation of real estate held for investment was $94.3 million and $87.3 million for the three months ended June 30, 2023 and 2022, respectively, and $186.7 million and $166.4 million for the six months ended June 30, 2023 and 2022.

Property Operating Income

Components of property operating income are as follows.


	Three Months Ended June 30,				Six Months Ended June 30,
(In thousands)	2023		2022		2023		2022
Lease income:
Fixed lease income	$	178,536	$	181,188	$	355,956	$	341,512
Variable lease income	34,708		33,368		67,690		57,215
	213,244		214,556		423,646		398,727
Data center service revenue	20,193		19,642		39,998		37,978
Other property operating income	1,316		53		2,036		57
	$	234,753	$	234,251	$	465,680	$	436,762

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For the six months ended June 30, 2023 and 2022, property operating income from a single customer accounted for approximately 16% and 15%, respectively, of the Company's total revenues from continuing operations, or approximately 6% and 7%, respectively, of the Company's share of total revenues from continuing operations, net of amounts attributable to noncontrolling interests in investment entities.

Commitment for Tenant Allowance

In connection with DataBank’s acquisition of a data center portfolio in March 2022 (Note 3), DataBank and the seller concurrently entered into a master lease agreement which provides that the seller leases from DataBank land acquired in the transaction. If the seller does not exercise its rights to early terminate the lease, the seller is obligated to develop a data center facility on a portion of the acquired land and DataBank is committed to provide the seller a tenant allowance of up to $37.5 million to finance the construction. In December 2022, the seller waived its right to terminate the lease with respect to the portion of the land subject to development. The seller will be responsible for undertaking the construction and any resulting overages. Title to the to-be constructed building, improvements and fixtures will be vested in the seller for the duration of the lease and transfers to DataBank thereafter. The timing of funding of DataBank’s commitment to the seller will be based on agreed upon milestones, with construction to be completed no later than January 1, 2026. DataBank expects to fund its commitment through future debt drawdowns. To-date, DataBank has funded $9.4 million.

6. Goodwill, Deferred Leasing Costs and Other Intangibles

Goodwill

The following table presents changes in goodwill by reportable segment.


	Six Months Ended June 30,
	2023						2022
(In thousands)	Investment Management (1)		Operating		Total		Investment Management (1)		Operating		Total
Beginning balance	$	298,248	$	463,120	$	761,368	$	298,248	$	463,120	$	761,368
Business combination (Note 3)	161,744		—		161,744		—		—		—


Ending balance	$	459,992	$	463,120	$	923,112	$	298,248	$	463,120	$	761,368

__________

(1) Remaining goodwill deductible for income tax purposes was $117.1 million at June 30, 2023 and $122.4 million at December 31, 2022.

Deferred Leasing Costs, Other Intangible Assets and Intangible Liabilities

Deferred leasing costs and identifiable intangible assets and liabilities are as follows, excluding those related to assets and liabilities held for disposition.


	June 30, 2023						December 31, 2022
(In thousands)	Carrying Amount (1)(2)		Accumulated Amortization(1)(2)		Net Carrying Amount(1)		Carrying Amount (1)		Accumulated Amortization(1)		Net Carrying Amount(1)
Deferred Leasing Costs and Intangible Assets
Investment management intangibles (3)	$	204,121	$	(86,693)	$	117,428	$	164,189	$	(82,432)	$	81,757
Deferred leasing costs and lease-related intangible assets (4)	1,009,528		(231,422)		778,106		1,239,477		(397,975)		841,502
Customer relationships and service contracts (5)	239,538		(92,637)		146,901		218,154		(62,788)		155,366
Trade names	26,400		(17,852)		8,548		26,400		(15,656)		10,744
Other (6)	6,818		(4,979)		1,839		6,818		(4,020)		2,798
Total deferred leasing costs and intangible assets	$	1,486,405	$	(433,583)	$	1,052,822	$	1,655,038	$	(562,871)	$	1,092,167
Intangible Liabilities
Lease intangible liabilities (4)	$	42,544	$	(14,097)	$	28,447	$	46,636	$	(16,812)	$	29,824

__________

(1) Presented net of impairments and write-offs, if any.

(2) Exclude intangible assets and liabilities that were fully amortized in prior years.

(3) Composed of investment management contracts and investor relationships.

(4) Lease intangible assets are composed of in-place leases, above-market leases and tenant relationships. Lease-intangible liabilities are composed of below-market leases.

(5) In connection with data center services provided in the colocation data center business.

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(6) Represents primarily the value of an acquired domain name and assembled workforce in an asset acquisition.

Amortization of Intangible Assets and Liabilities

The following table summarizes amortization of deferred leasing costs and finite-lived intangible assets and intangible liabilities:


	Three Months Ended June 30,				Six Months Ended June 30,
(In thousands)	2023		2022		2023		2022



Net increase (decrease) to rental income (1)	$	(135)	$	306	$	74	$	175



Amortization expense
Investment management intangibles	$	10,721	$	5,055	$	16,811	$	10,110
Deferred leasing costs and lease-related intangibles	34,525		50,400		67,368		84,107
Customer relationships and service contracts	4,212		5,886		8,461		10,800
Trade name	1,098		1,098		2,196		2,196
Other	480		477		960		954
	$	51,036	$	62,916	$	95,796	$	108,167

__________

(1) Represents the net effect of amortizing above- and below-market leases.

The following table presents the future amortization of deferred leasing costs and finite-lived intangible assets and intangible liabilities, excluding those related to assets and liabilities held for disposition.


	Year Ending December 31,
(In thousands)	Remaining 2023		2024		2025		2026		2027		2028 and thereafter		Total



Net increase (decrease) to rental income	$	239	$	(1,200)	$	(1,426)	$	(1,349)	$	(982)	$	1,224	$	(3,494)







Amortization expense	78,544		139,296		121,901		108,053		95,665		477,422		1,020,881

7. Restricted Cash, Other Assets and Other Liabilities

Restricted Cash

Restricted cash represents principally cash reserves that are maintained pursuant to the governing agreements of the various securitized debt of the Company and subsidiaries in the Operating segment.

Other Assets

The following table summarizes the Company's other assets.


(In thousands)	June 30, 2023		December 31, 2022
Straight-line rents	$	49,394	$	42,721
Investment deposits and pending deal costs	3,039		1,377


Derivative assets	—		11,793
Prepaid taxes and deferred tax assets, net	13,284		8,709
Receivables from resolution of investment	350		14,923
Operating lease right-of-use asset—corporate offices	36,443		23,689
Operating lease right-of-use asset—investment properties	273,243		305,760
Finance lease right-of-use asset—investment properties	114,438		120,261
Accounts receivable, net (1)	61,232		66,059
Prepaid expenses	21,881		28,760
Other assets	22,189		15,798
Fixed assets, net (2)	12,061		14,200
Total other assets	$	607,554	$	654,050

__________

(1) Includes primarily receivables from tenants in the Operating segment.

(2) Net of accumulated depreciation of $16.5 million at June 30, 2023 and $17.9 million at December 31, 2022.

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Other Liabilities

The following table summarizes the Company's other liabilities:


(In thousands)	June 30, 2023		December 31, 2022
Deferred investment management fees (1)	$	8,897	$	6,264
Other deferred income (2)	89,693		55,188
Interest payable—corporate debt	2,315		4,431
Interest payable—investment level debt	6,972		5,624
Common and preferred stock dividends payable	16,492		16,491


Securities sold short—consolidated funds	45,679		40,928
Due to custodians—consolidated funds	11,794		35,458
Current and deferred income tax liability	11,379		98
Contingent consideration payable—InfraBridge (Note 11)	11,070		—
Contingent consideration payable—Wafra (Note 10)	35,000		125,000
Warrants issued to Wafra (Note 10)	29,000		17,700
Operating lease liability—corporate offices	52,162		40,497
Operating lease liability—investment properties	255,169		282,433
Finance lease liability—investment properties	131,786		135,624
Accrued compensation	41,365		52,031
Accrued incentive fee and carried interest compensation	169,537		171,086
Accrued real estate and other taxes	13,480		21,580
Payable for Vantage SDC expansion capacity (3)	6,556		56,889
Accounts payable and accrued expenses	200,030		185,900
Due to affiliates (Note 16)	14,454		12,451
Other liabilities	5,597		6,423
Other liabilities	$	1,158,427	$	1,272,096

__________

(1) Deferred investment management fees are expected to be recognized as fee income over a weighted average period of 2.7 years as of June 30, 2023 and 2.9 years as of December 31, 2022. Deferred investment management fees recognized as income of $1.5 million and $0.4 million in the three months ended June 30, 2023 and 2022, respectively, and $2.2 million and $2.8 million in the six months ended June 30, 2023 and 2022, respectively, pertain to the deferred management fee balance at the beginning of each respective period.

(2) Represents primarily prepaid rental income and upfront payment received for data center installation services in the Operating segment.

(3) Represents deferred purchase consideration associated with a Vantage SDC add-on acquisition in 2021 that is to be paid upon future lease-up.

Deferred Income Taxes

The Company has significant deferred tax assets, related principally to capital loss carryforwards, outside basis difference in DBRG's interest in the OP, outside basis difference in investment in partnerships and net operating losses generated by a taxable U.S. subsidiary. As of June 30, 2023 and December 31, 2022, a full valuation allowance has been established as the realizability of these deferred tax assets did not meet the more-likely-than-not threshold. As a result, income tax expense in 2023 generally reflects the income tax effect of foreign subsidiaries.

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8. Debt

Corporate Debt—This is composed of a securitized financing facility and senior notes issued by DigitalBridge Group, Inc. or its OP subsidiary and are recourse to the Company, as discussed further below. Corporate debt is presented within Corporate and Other, except that a portion of the securitized financing facility is allocated to the Investment Management and Operating segments consistent with the cash flows that service the debt and the underlying collateral that resides across the Company's various lines of business.


	June 30, 2023								December 31, 2022
(In thousands)	Investment Management		Operating		Corporate and Other		Total		Investment Management		Operating		Corporate and Other		Total
Corporate debt
Securitized financing facility	$	199,389	$	70,372	$	23,458	$	293,219	$	198,677	$	70,120	$	23,374	$	292,171
Convertible and exchangeable senior notes	—		—		77,242		77,242		—		—		276,741		276,741
	$	199,389	$	70,372	$	100,700	$	370,461	$	198,677	$	70,120	$	300,115	$	568,912

Investment-level Debt—This represents non-recourse debt, including: (i) investment level financing in the Operating segment, and (ii) debt within consolidated funds and debt on warehoused investments, if any, in Corporate and Other.

The components that make up the carrying value of corporate and investment-level debt are as follows.


	Corporate Debt
(In thousands)	Securitized Financing Facility		Convertible and Exchangeable Senior Notes		Total		Non-Recourse Investment-Level Debt
June 30, 2023
Debt at amortized cost
Principal	$	300,000	$	78,422	$	378,422	$	5,149,000
Premium (discount), net	—		(1,055)		(1,055)		(49,020)
Deferred financing costs	(6,781)		(125)		(6,906)		(74,135)
	$	293,219	$	77,242	$	370,461	$	5,025,845
December 31, 2022
Debt at amortized cost
Principal	$	300,000	$	278,422	$	578,422	$	4,634,235
Premium (discount), net	—		(1,293)		(1,293)		10,713
Deferred financing costs	(7,829)		(388)		(8,217)		(57,720)
	$	292,171	$	276,741	$	568,912	$	4,587,228

The following table summarizes certain key terms of corporate and investment-level debt.


	Fixed Rate					Variable Rate					Total
($ in thousands)	Outstanding Principal		Weighted Average Interest Rate (Per Annum)(1)		Weighted Average Years Remaining to Maturity(2)	Outstanding Principal		Weighted Average Interest Rate (Per Annum)(1)		Weighted Average Years Remaining to Maturity(2)	Outstanding Principal		Weighted Average Interest Rate (Per Annum)(1)		Weighted Average Years Remaining to Maturity(2)
June 30, 2023
Corporate debt
Recourse
Securitized financing facility(3)	$	300,000	3.93	%	3.2	$	—	NA		3.2	$	300,000	3.93	%	3.2
Exchangeable senior notes	78,422		5.75	%	2.0	—		NA		NA	78,422		5.75	%	2.0
	$	378,422				$	—				$	378,422

Investment-Level Secured Debt
Non-recourse
Operating segment	$	4,628,433	3.25	%	3.2	$	494,767	8.68	%	2.6	$	5,123,200	3.77	%	3.2
Corporate and Other—Consolidated fund	—		NA		NA	25,800		6.23	%	1.1	25,800		6.23	%	1.1
	$	4,628,433				$	520,567				$	5,149,000

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	Fixed Rate					Variable Rate					Total
($ in thousands)	Outstanding Principal		Weighted Average Interest Rate (Per Annum)(1)		Weighted Average Years Remaining to Maturity(2)	Outstanding Principal		Weighted Average Interest Rate (Per Annum)(1)		Weighted Average Years Remaining to Maturity(2)	Outstanding Principal		Weighted Average Interest Rate (Per Annum)(1)		Weighted Average Years Remaining to Maturity(2)
December 31, 2022
Corporate debt
Recourse
Securitized financing facility(3)	$	300,000	3.93	%	3.7	$	—	NA		3.7	$	300,000	3.93	%	3.7
Convertible and exchangeable senior notes	278,422		5.21	%	0.9	—		NA		NA	278,422		5.21	%	0.9
	$	578,422				$	—				$	578,422

Investment-Level Secured Debt
Non-recourse
Operating segment	$	3,640,235	2.43	%	3.1	$	993,500	8.41	%	2.6	$	4,633,735	3.71	%	3.0
Corporate and Other—Consolidated fund	—		NA		NA	500		5.96	%	1.6	500		5.96	%	1.6
	$	3,640,235				$	994,000				$	4,634,235

__________

(1) Calculated based upon outstanding debt principal at balance sheet date. For variable rate debt, weighted average interest rate is calculated based upon the applicable index plus spread at balance sheet date.

(2) Calculated based upon anticipated repayment dates for notes issued under securitization financing; otherwise based upon initial maturity dates, or extended maturity dates if extension criteria are met for extensions that are at the Company's option.

(3) Represent obligations of special-purpose subsidiaries of the OP as co-issuers and certain other special-purpose subsidiaries of DBRG, and secured by assets of these special-purpose subsidiaries, as further described below. DBRG and the OP are not guarantors to the debt.

Corporate Debt—Securitized Financing Facility

In July 2021, special-purpose subsidiaries of the OP (the "Co-Issuers") issued Series 2021-1 Secured Fund Fee Revenue Notes, composed of: (i) $300 million aggregate principal amount of 3.933% Secured Fund Fee Revenue Notes, Series 2021-1, Class A-2 (the “Class A-2 Notes”); and (ii) up to $300 million (following a $100 million increase in April 2022) Secured Fund Fee Revenue Variable Funding Notes, Series 2021-1, Class A-1 (the “VFN” and, together with the Class A-2 Notes, the “Series 2021-1 Notes”). The VFN allow the Co-Issuers to borrow on a revolving basis. The Series 2021-1 Notes were issued under an Indenture dated July 2021, as amended in April 2022, that allows the Co-Issuers to issue additional series of notes in the future, subject to certain conditions. The Series 2021-1 Notes replaced the Company's previous corporate credit facility.

The Series 2021-1 Notes represent obligations of the Co-Issuers and certain other special-purpose subsidiaries of DBRG, and neither DBRG, the OP nor any of its other subsidiaries are liable for the obligations of the Co-Issuers. The Series 2021-1 Notes are secured by net investment management fees earned by subsidiaries of DBRG, equity interests in portfolio companies in the Operating segment and limited partnership interests in certain sponsored funds held by subsidiaries of DBRG, as collateral.

The Class A-2 Notes bear interest at a rate of 3.933% per annum, payable quarterly. The VFN bear interest generally based upon 1-month Adjusted Term Secured Overnight Financing Rate or SOFR (prior to April 2022, 3-month LIBOR) or an alternate benchmark as set forth in the purchase agreement of the VFN plus 3%. Unused capacity under the VFN facility is subject to a commitment fee of 0.5% per annum. The final maturity date of the Class A-2 Notes is in September 2051, with an anticipated repayment date in September 2026. The anticipated repayment date of the VFN is in September 2024, subject to two one-year extensions at the option of the Co-Issuers. If the Series 2021-1 Notes are not repaid or refinanced prior to their anticipated repayment date, or such date is not extended for the VFN, interest will accrue at a higher rate and the Series 2021-1 Notes will begin to amortize quarterly.

The Series 2021-1 Notes may be optionally prepaid, in whole or in part, prior to their anticipated repayment dates. There is no prepayment penalty on the VFN. However, prepayment of the Class A-2 Notes will be subject to additional consideration based upon the difference between the present value of future payments of principal and interest and the outstanding principal of such Class A-2 Note that is being prepaid; or 1% of the outstanding principal of such Class A-2 Note that is being prepaid in connection with a disposition of collateral.

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The Indenture of the Series 2021-1 Notes contains various covenants, including financial covenants that require the maintenance of minimum thresholds for debt service coverage ratio and maximum loan-to-value ratio, as defined. As of the date of this filing, the Co-Issuers are in compliance with all of the financial covenants, and the full $300 million under the VFN is available to be drawn.

Corporate Debt—Convertible and Exchangeable Senior Notes

Convertible and exchangeable senior notes (collectively, the senior notes) are composed of the following, representing senior unsecured obligations of DigitalBridge Group, Inc. or the OP as issuers of the senior notes:


Description	Issuance Date	Due Date	Interest Rate (per annum)		Conversion or Exchange Price (per share of common stock)		Conversion or Exchange Ratio (in shares)(1)	Conversion or Exchange Shares (in thousands)	Earliest Redemption Date	Outstanding Principal
										June 30, 2023		December 31, 2022

Issued by DigitalBridge Group, Inc.
5.00% Convertible Senior Notes (2)	April 2013	April 15, 2023	5.00	%	$	63.02	15.8675	3,174	April 22, 2020	$	—	$	200,000
Issued by DigitalBridge Operating Company, LLC
5.75% Exchangeable Senior Notes	July 2020	July 15, 2025	5.75	%	9.20		108.6956	8,524	July 21, 2023	78,422		78,422
										$	78,422	$	278,422

__________

(1) The conversion or exchange ratio for the senior notes is subject to periodic adjustments to reflect certain carried-forward adjustments relating to common stock splits, reverse stock splits, common stock adjustments in connection with spin-offs and cumulative cash dividends paid on the Company's common stock since the issuances of the senior notes. The ratios are presented in shares of common stock per $1,000 principal of each senior note.

(2) Fully repaid in April 2023.

The senior notes mature on their due dates, unless earlier redeemed, repurchased, or exchanged. The outstanding senior notes are exchangeable at any time by holders of such notes into shares of the Company’s common stock at the applicable exchange rate, which is subject to adjustment upon occurrence of certain events.

To the extent certain trading conditions of the Company’s common stock are met, the senior notes are redeemable by the issuer in whole or in part for cash at any time on or after their earliest redemption dates at a redemption price equal to 100% of the principal amount of such senior notes being redeemed, plus accrued and unpaid interest (if any) up to, but excluding, the redemption date.

In the event of certain change in control transactions, holders of the senior notes have the right to require the issuer to purchase all or part of such holder's senior notes for cash in accordance with terms of the governing documents of the senior notes.

Exchange of Senior Notes For Common Stock and Cash

There were no exchange transactions in 2023.

In March 2022, DBRG and the OP completed separate privately negotiated exchange transactions with certain noteholders of the 5.75% exchangeable notes. The Company exchanged in aggregate $60.3 million of outstanding principal of the 5.75% exchangeable notes into 6,389,366 shares of the Company's class A common stock and paid $13.9 million of cash. The exchanges resulted in a debt extinguishment loss of $133.2 million, calculated as the excess of consideration paid over the carrying value of the notes exchanged, and recorded in other loss on the consolidated statement of operations. Consideration was measured at fair value based upon the closing price of the Company's class A

common stock on the date of the respective exchanges, and cash paid, net of transaction costs. The exchanges did not qualify as debt conversion and were treated as debt extinguishment as the Company issued less than the number of shares issuable under the stated exchange ratio of 108.696 shares per $1,000 of note principal exchanged.

Non-Recourse Investment-Level Secured Debt

These are investment level financing that are non-recourse to DBRG and are primarily secured by data center portfolios held by subsidiaries in the Operating segment. At June 30, 2023, subsidiaries in the Operating segment were in compliance with the financial covenants underlying their respective investment-level secured debt.

In 2023, subsidiaries in the Operating segment refinanced or raised additional debt, primarily through new securitization transactions, as follows. There were no securitization activities in 2022.

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In February 2023, DataBank issued $715 million of securitized notes at fixed rate coupon of 5.12% per annum (7.07% per annum effective rate as the notes were issued at a discount) with a 5-year anticipated repayment date. Separately, DataBank secured a $350 million credit facility that may be drawn over time and obtained $121.0 million financing for a data center acquisition (Note 3). Proceeds were also applied principally to refinance the data center assets of its zColo subsidiary and to repay the outstanding balance of its variable funding notes.

In March 2023, Vantage SDC issued $370 million of securitized notes at a fixed rate coupon of 6.32% per annum with a 5-year anticipated repayment date. Proceeds were applied principally to repay previously issued securitized notes which had an anticipated repayment date in November 2023 and the outstanding balance of its variable funding notes.

These refinancing transactions resulted in a net loss from debt extinguishment totaling $12.0 million, representing prepayment penalty and accelerated amortization of deferred financing costs, debt discount and premium, recorded in interest expense.

Future Minimum Principal Payments

The following table summarizes future scheduled minimum principal payments of debt at June 30, 2023. Future debt principal payments are presented based upon anticipated repayment dates for notes issued under securitization financing, or based upon initial maturity dates or extended maturity dates if extension criteria are met at June 30, 2023 for extensions that are at the option of the respective borrower entities.


(In thousands)	Remaining 2023		2024		2025		2026		2027		2028 and thereafter		Total
Corporate debt
Securitized financing facility	$	—	$	—	$	—	$	300,000	$	—	$	—	$	300,000
Exchangeable senior notes	—		—		78,422		—		—		—		78,422
	$	—	$	—	$	78,422	$	300,000	$	—	$	—	$	378,422

Non-recourse investment-level secured debt
Operating segment	$	1,990	$	863,253	$	708,476	$	1,530,990	$	619,776	$	1,398,715	$	5,123,200
Corporate and Other—Consolidated fund	—		25,800		—		—		—		—		25,800
	$	1,990	$	889,053	$	708,476	$	1,530,990	$	619,776	$	1,398,715	$	5,149,000

9. Stockholders' Equity

The table below summarizes the share activities of the Company's preferred stock and common stock.


	Number of Shares
(In thousands)	Preferred Stock	Class A Common Stock	Class B Common Stock








Shares outstanding at December 31, 2021	35,340	142,144	166


Exchange of notes for class A common stock	—	6,389	—
Shares issued upon redemption of OP Units	—	100	—


Shares issued for redemption of redeemable noncontrolling interest (Note 10)	—	14,435	—
Equity awards issued, net of forfeitures	—	1,470	—
Shares canceled for tax withholding on vested equity awards	—	(601)	—
Shares outstanding at June 30, 2022	35,340	163,937	166

Shares outstanding at December 31, 2022	33,111	159,763	166



Stock repurchases	(235)	—	—

Shares issued upon redemption of OP Units	—	253	—


Equity awards issued, net of forfeitures	—	3,330	—
Shares canceled for tax withholding on vested equity awards	—	(871)	—
Shares outstanding at June 30, 2023	32,876	162,475	166

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Preferred Stock

In the event of a liquidation or dissolution of the Company, preferred stockholders have priority over common stockholders for payment of dividends and distribution of net assets.

The table below summarizes the preferred stock issued and outstanding at June 30, 2023:


Description	Dividend Rate Per Annum		Initial Issuance Date	Shares Outstanding (in thousands)	Par Value (in thousands)		Liquidation Preference (in thousands)		Earliest Redemption Date
Series H	7.125	%	April 2015	8,395	$	84	$	209,870	Currently redeemable
Series I	7.15	%	June 2017	12,867	129		321,668		Currently redeemable
Series J	7.125	%	September 2017	11,614	116		290,361		Currently redeemable
				32,876	$	329	$	821,899

All series of preferred stock are at parity with respect to dividends and distributions, including distributions upon liquidation, dissolution or winding up of the Company. Dividends are payable quarterly in arrears in January, April, July and October.

Each series of preferred stock is redeemable on or after the earliest redemption date for that series at $25.00 per share plus accrued and unpaid dividends (whether or not declared) prorated to their redemption dates, exclusively at the Company’s option. The redemption period for each series of preferred stock is subject to the Company’s right under limited circumstances to redeem the preferred stock upon the occurrence of a change of control (as defined in the articles supplementary relating to each series of preferred stock).

Preferred stock generally does not have any voting rights, except if the Company fails to pay the preferred dividends for six or more quarterly periods (whether or not consecutive). Under such circumstances, the preferred stock will be entitled to vote, together as a single class with any other series of parity stock upon which like voting rights have been conferred and are exercisable, to elect two additional directors to the Company’s board of directors, until all unpaid dividends have been paid or declared and set aside for payment. In addition, certain changes to the terms of any series of preferred stock cannot be made without the affirmative vote of holders of at least two-thirds of the outstanding shares of each such series of preferred stock voting separately as a class for each series of preferred stock.

Common Stock

Except with respect to voting rights, class A common stock and class B common stock have the same rights and privileges and rank equally, share ratably in dividends and distributions, and are identical in all respects as to all matters. Class A common stock has one vote per share and class B common stock has thirty-six and one-half votes per share. This gives the holders of class B common stock a right to vote that reflects the aggregate outstanding non-voting economic interest in the Company (in the form of OP Units) attributable to class B common stock holders and therefore, does not provide any disproportionate voting rights. Class B common stock was issued as consideration in the Company's acquisition in April 2015 of the investment management business and operations of its former manager, which was previously controlled by the Company's former Executive Chairman. Each share of class B common stock shall convert automatically into one share of class A common stock if the former Executive Chairman or his beneficiaries directly or indirectly transfer beneficial ownership of class B common stock or OP Units held by them, other than to certain qualified transferees, which generally includes affiliates and employees. In addition, each holder of class B common stock has the right, at the holder’s option, to convert all or a portion of such holder’s class B common stock into an equal number of shares of class A common stock.

The Company reinstated quarterly common stock dividends at $0.01 per share beginning the third quarter of 2022, having previously suspended common stock dividends from the second quarter of 2020 through the second quarter of 2022.

Dividend Reinvestment and Direct Stock Purchase Plan

The Company's Dividend Reinvestment and Direct Stock Purchase Plan (the “DRIP Plan”) provides existing common stockholders and other investors the opportunity to purchase shares (or additional shares, as applicable) of the Company's class A common stock by reinvesting some or all of the cash dividends received on their shares of the Company's class A common stock or making optional cash purchases within specified parameters. The DRIP Plan involves the acquisition of the Company's class A common stock either in the open market, directly from the Company as newly issued common stock, or in privately negotiated transactions with third parties. No shares of class A common stock have been acquired under the DRIP Plan in the form of new issuances in the last three years.

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Reverse Stock Split

In August 2022, the Company effectuated a one-for-four reverse stock split of its outstanding shares of class A and class B common stock. At that time, the number of authorized shares of common stock was not concurrently adjusted and par value of common stock was proportionately increased from $0.01 to $0.04 per share. Following stockholder approval in May 2023, the number of authorized shares of class A and class B common stock was proportionally decreased to 237,250,000 shares and 250,000 shares, respectively and par value of common stock was proportionately decreased from $0.04 to $0.01 per share, resulting in approximately $4.9 million increase in additional paid-in capital. Common stock share and per share information, including OP Units and stock award units as well as the Company's senior note conversion or exchange ratio in common stock shares, have been revised for all prior periods presented in this Quarterly Report on Form 10-Q to give effect to the reverse stock split.

Stock Repurchases

Pursuant to a $200 million stock repurchase program announced in July 2022 that expired in June 2023:

•In 2023, the Company repurchased 235,223 shares in aggregate across Series H, I and J preferred stock for approximately $4.7 million, or a weighted average price of $20.18 per share.

•In 2022, the Company repurchased (i) 2,228,805 shares in aggregate across Series H, I and J preferred stock for $52.6 million, or a weighted average price of $23.62 per share; and (ii) 4,195,020 shares of class A common stock for $54.9 million, or a weighted average price of $13.09 per share.

The excess or deficit of the repurchase price over the carrying value of the preferred stock results in a decrease or increase to net income attributable to common stockholders, respectively.

Accumulated Other Comprehensive Income (Loss) ("AOCI")

The following tables present the changes in each component of AOCI attributable to stockholders and noncontrolling interests in investment entities, net of immaterial tax effect. AOCI attributable to noncontrolling interests in Operating Company is immaterial.

Changes in Components of AOCI—Stockholders


(In thousands)	Company's Share in AOCI of Equity Method Investments		Unrealized Gain (Loss) on AFS Debt Securities		Foreign Currency Translation Gain (Loss)		Unrealized Gain (Loss) on Net Investment Hedges		Total




AOCI at December 31, 2021	$	2,334	$	5,861	$	26,502	$	7,686	$	42,383
Other comprehensive income (loss) before reclassifications	(2,261)		—		(18,495)		6,569		(14,187)
Amounts reclassified from AOCI	(200)		(5,861)		(20,680)		—		(26,741)

AOCI at June 30, 2022	$	(127)	$	—	$	(12,673)	$	14,255	$	1,455

AOCI at December 31, 2022	$	(295)	$	—	$	(1,214)	$	—	$	(1,509)
Other comprehensive income (loss) before reclassifications	(1)		—		2,954		—		2,953
Amounts reclassified from AOCI	296		—		(618)		—		(322)

AOCI at June 30, 2023	$	—	$	—	$	1,122	$	—	$	1,122

Changes in Components of AOCI—Noncontrolling Interests in Investment Entities


(In thousands)	Foreign Currency Translation Gain (Loss)



AOCI at December 31, 2021	$	11,057
Other comprehensive income (loss) before reclassifications	(9,956)
Amounts reclassified from AOCI	(9,827)

AOCI at June 30, 2022	$	(8,726)

AOCI at December 31, 2022	$	(3,015)
Other comprehensive income (loss) before reclassifications	863
Amounts reclassified from AOCI	(468)

AOCI at June 30, 2023	$	(2,620)

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Reclassifications out of AOCI—Stockholders

Information about amounts reclassified out of AOCI attributable to stockholders by component is presented below. Such amounts are included in other gain (loss) in continuing and discontinued operations on the consolidated statements of operations, as applicable, except for amounts related to equity method investments, which are included in equity method losses in discontinued operations. For the three months ended June 30, 2022, there were no reclassifications out of AOCI into earnings.


(In thousands)	Three Months Ended June 30,				Six Months Ended June 30,
Component of AOCI reclassified into earnings	2023		2022		2023		2022

Relief of basis of AFS debt securities	$	—	$	—	$	—	$	5,861
Release of foreign currency cumulative translation adjustments	(433)		—		618		20,680




Release of AOCI of equity method investments	—		—		(296)		200

10. Noncontrolling Interests

Redeemable Noncontrolling Interests

The following table presents the activities in redeemable noncontrolling interests in the Company's investment management business through its redemption in May 2022 as discussed below, and in open-end funds in the liquid securities strategy consolidated by the Company.


	Six Months Ended June 30,
(In thousands)	2023		2022
Redeemable noncontrolling interests
Balance at January 1	$	100,574	$	359,223
Contributions	300		10,150
Distributions paid and payable, including redemptions by limited partners in consolidated funds	(73,456)		(19,078)
Net income (loss)	4,502		(25,547)
Adjustment of Wafra's interest to redemption value and warrants held by Wafra to fair value	—		725,026
Redemption of Wafra's interest	—		(862,276)
Reclassification of warrants held by Wafra to liability in May 2022 (Note 7)	—		(81,400)
Reclassification of Wafra's carried interest allocation to noncontrolling interests in investment entities in May 2022	—		(4,087)

Balance at June 30	$	31,920	$	102,011

Redeemable Noncontrolling Interest in Investment Management

On May 23, 2022, the Company redeemed the 31.5% noncontrolling interest in its investment management business held by affiliates of Wafra, Inc. (collectively, "Wafra"), a private investment firm, pursuant to a purchase and sale agreement ("PSA") entered into in April 2022.

In connection with Wafra's initial investment in the Company's investment management business in July 2020, Wafra had assumed directly and also indirectly through a participation interest $124.9 million of the Company's commitments to DBP I, and has a $125.0 million commitment to DBP II that has been partially funded to-date. These are the Company's flagship value-add equity infrastructure funds. Wafra had also agreed to make commitments to the Company's future funds and investment vehicles on a pro rata basis with the Company based on Wafra's percentage interest in the investment management business, subject to certain caps.

Pursuant to the PSA, Wafra’s entitlement to carried interest in DBP II was reduced from 12.6% to 7%, and with certain limited exceptions, Wafra sold or gave up its right to invest in, or receive carried interest from, future investment management products, but except as otherwise provided, retained its investment in and its allocation of carried interest from existing investment management products.

Consideration for the redemption of Wafra's interest consisted of: (i) an upfront payment of $388.5 million in cash and 14,435,399 shares of the Company's Class A common stock valued at $348.8 million based upon the closing price of the Company's class A common stock on May 23, 2022; and (ii) Wafra's right to earn a contingent amount up to $125 million if the Company raises fee earning equity under management (as defined in the PSA) up to $6 billion during the period from December 31, 2021 to December 31, 2023, payable in March 2023 for portion earned in 2022 and March 2024 for any

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remaining portion earned in 2023, with up to 50% payable in shares of the Company's Class A common stock at the Company's election. The Company paid Wafra in cash $90 million of the contingent amount in March 2023.

The carrying value of Wafra's redeemable noncontrolling interest was adjusted to fair value prior to redemption, initially based upon an estimate of consideration payable at March 31, 2022 when redemption was deemed to be probable, including the maximum potential contingent amount of $125 million. This adjustment resulted in an allocation from additional paid-in capital to redeemable noncontrolling interests on the consolidated balance sheet.

The unrealized carried interest earnings allocated to Wafra that was retained and no longer subject to redemption was reclassified in May 2022 to permanent equity, included in noncontrolling interests in investment entities.

Additionally, in July 2020, the Company had also issued Wafra five warrants to purchase up to an aggregate of 5% of the Company’s class A common stock (5% at the time of the transaction, on a fully-diluted, post-transaction basis), as described further in Note 11. In connection with the redemption, the terms of the warrants were amended, among other things, to provide for net cash settlement upon exercise of the warrants, at election of either the Company or Wafra, if such exercise would result in Wafra beneficially owning in excess of 9.8% of the issued and outstanding shares of the Company's class A common stock. Inclusion of the cash settlement feature changed the classification of the warrants from equity to liability. The warrants were remeasured to fair value prior to reclassification in May 2022, with the increase in value recorded in equity to reduce additional paid-in capital. Subsequent changes in fair value of the warrant liability is recorded in earnings.

The Company's redemption of Wafra's interest in May 2022 also resulted in the assumption of $5.2 million of deferred tax asset that now accrues to the Company.

Noncontrolling Interests in Investment Entities

DataBank Additional Investment in 2022

In January 2022, a shareholder of DataBank sold its equity interest to the Company and an existing investor, resulting in an additional $32.0 million investment by the Company in DataBank. Following this transaction and additional equity funded by the shareholders of DataBank in connection with its data center acquisition in March 2022 (Note 3), the Company's interest in DataBank increased from 20% to 21.8% (prior to recapitalization as discussed below).

DataBank Recapitalization in 2022

DataBank was partially recapitalized in the second half of 2022 through multiple sales of equity interest to new investors totaling $2.0 billion in cash. The Company's ownership interest in DataBank decreased from 21.8% (as noted above) to 11.0%. The Company received its share of proceeds from the sale of $425.5 million in the third and fourth quarters of 2022, including its share of carried interest, net of allocation to employees.

As the transaction involved a change in ownership of a consolidated subsidiary, it was accounted for as an equity transaction. The difference between the book value of the Company's interest and its ownership based upon the current value of DataBank resulted in a reallocation from noncontrolling interests in investment entities to additional paid-in capital totaling $230.2 million in the third and fourth quarters of 2022.

The recapitalization transaction triggered an accelerated vesting of certain profits interest units that had been issued by DataBank to its employees. As a result of the accelerated vesting, $10 million of additional equity based compensation was recorded in the third quarter of 2022 based upon DataBank's original grant date fair value of these awards, of which $7.8 million was attributable to noncontrolling interests in investment entities.

Noncontrolling Interests in Operating Company

Certain current and former employees of the Company directly or indirectly own interests in OP, presented as noncontrolling interests in the Operating Company. Noncontrolling interests in OP have the right to require OP to redeem part or all of such member’s OP Units for cash based on the market value of an equivalent number of shares of class A common stock at the time of redemption, or at the Company's election as managing member of OP, through issuance of shares of class A common stock (registered or unregistered) on a one-for-one basis. At the end of each period, noncontrolling interests in OP is adjusted to reflect their ownership percentage in OP at the end of the period, through a reallocation between controlling and noncontrolling interests in OP.

Redemption of OP Units—The Company redeemed OP Units totaling 253,084 in 2023 and 100,220 in 2022 through issuance of an equal number of shares of class A common stock on a one-for-one basis.

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11. Fair Value

Recurring Fair Values

Financial assets and financial liabilities carried at fair value on a recurring basis include financial instruments for which the fair value option was elected, but exclude financial assets under the NAV practical expedient. Fair value is categorized into a three tier hierarchy that is prioritized based upon the level of transparency in inputs used in the valuation techniques, as follows.

Level 1—Quoted prices (unadjusted) in active markets for identical assets or liabilities.

Level 2—Observable inputs other than Level 1 prices, such as quoted prices for similar assets or liabilities, quoted prices in non-active markets, or valuation techniques utilizing inputs that are derived principally from or corroborated by observable data directly or indirectly for substantially the full term of the financial instrument.

Level 3—At least one assumption or input is unobservable and it is significant to the fair value measurement, requiring significant management judgment or estimate.

Marketable Equity Securities

Marketable equity securities with long positions of $96.5 million at June 30, 2023 and $155.9 million at December 31, 2022, included within equity investments of Corporate and Other (Note 4), and short positions of $45.6 million at June 30, 2023 and $40.9 million at December 31, 2022, included in other liabilities (Note 7), consist of publicly traded equity securities held predominantly by sponsored liquid strategy funds consolidated by the Company. The equity securities of the consolidated funds comprise listed stocks primarily in the U.S. and to a lesser extent, in Europe, and primarily in the technology, media and telecommunications sectors. These marketable equity securities are valued based upon listed prices in active markets and classified as Level 1 of the fair value hierarchy.

Equity Investment of Consolidated Fund

A consolidated credit fund has equity interests in pooling entities that hold a portfolio of loans, invested alongside other managed credit funds. The fund's equity interests in the pooling entities had a fair value of $95.4 million at June 30, 2023 and $46.8 million at December 31, 2022, classified as Level 3 of the fair value hierarchy. Fair value of the fund's equity interests in the pooling entities is based upon its share of expected cash flows from the loan assets held by the pooling entities. In estimating fair value of the underlying loans, the pooling entities considered the prevailing market yields at which a third party might expect to receive on equivalent loans with similar credit risk. Based upon a comparison to market yields, it was determined that the transacted price or par value of the loans held by the pooling entities approximated their fair value at June 30, 2023 and at December 31, 2022.

Derivatives

The Company's derivative instruments generally consist of: (i) foreign currency put options, forward contracts and costless collars to hedge the foreign currency exposure of certain foreign-denominated investments or investments in foreign subsidiaries (in GBP and EUR), with notional amounts and termination dates based upon the anticipated return of capital from these investments; and (ii) interest rate caps and swaps to limit the exposure to changes in interest rates on various floating rate debt obligations (indexed to SOFR or Euribor). These derivative contracts may be designated as qualifying hedge accounting relationships, specifically as net investment hedges and cash flow hedges, respectively.

The derivative instruments are subject to master netting arrangements with counterparties that allow the Company to offset the settlement of derivative assets and liabilities in the same currency by instrument type or, in the event of default by the counterparty, to offset all derivative assets and liabilities with the same counterparty. Notwithstanding the conditions for right of offset may have been met, the Company presents derivative assets and liabilities with the same counterparty on a gross basis on the consolidated balance sheets.

The Company had no outstanding derivatives at June 30, 2023. At December 31, 2022, fair value of derivative assets was $11.8 million, included in other assets, and there were no derivatives in a liability position. All derivative positions were non-designated hedges. At December 31, 2022, derivative notional amounts aggregated to the equivalent of $321.1 million for foreign exchange contracts, and there were no outstanding interest rate contracts.

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Realized and unrealized gains and losses on derivative instruments are recorded in other gain (loss) on the consolidated statement of operations as follows:


	Three Months Ended June 30,				Six Months Ended June 30,
(In thousands)	2023		2022		2023		2022
Foreign currency contracts:




Realized and unrealized gain in earnings on non-designated contracts (1)	$	—	$	3,560	$	4,053	$	5,070
Interest rate contracts:




Realized and unrealized gain in earnings on non-designated contracts	—		965		—		1,026

__________

(1) Amount in 2023 relates to foreign currency contract entered into on behalf of a sponsored fund, which has no net impact to the Company's earnings, as discussed in Note 16.

The Company's foreign currency and interest rate contracts are generally traded over-the-counter, and are valued using a third-party service provider. Quotations on over-the-counter derivatives are not adjusted and are generally valued using observable inputs such as contractual cash flows, yield curve, foreign currency rates and credit spreads, and are classified as Level 2 of the fair value hierarchy. Although credit valuation adjustments, such as the risk of default, rely on Level 3 inputs, these inputs are not significant to the overall valuation of the derivatives. As a result, derivative valuations in their entirety are classified as Level 2 of the fair value hierarchy.

Warrants

As discussed in Note 10, the Company had issued five warrants to Wafra in July 2020. Each warrant entitles Wafra to purchase up to 1,338,000 shares of the Company's class A common stock at staggered strike prices between $9.72 and $24.00 each, exercisable through July 17, 2026. No warrants have been exercised to-date.

The warrants are carried at fair value effective May 2022 when they were reclassified from equity to liability, with subsequent changes in fair value recorded in other gain (loss) on the consolidated statements of operations. The warrants were valued at $29.0 million at June 30, 2023 and $17.7 million at December 31, 2022 using a Black-Scholes option pricing model, applying the following inputs: (a) estimated volatility for DBRG's class A common stock of 37.3% (40.8% at December 31, 2022); (b) closing stock price of DBRG's class A common stock on the last trading day of the quarter; (c) the strike price for each warrant; (d) remaining term to expiration of the warrants; and (e) risk free rate of 4.48% per annum (4.16% per annum at December 31, 2022), derived from the daily U.S. Treasury yield curve rates to correspond to the remaining term to expiration of the warrants. Fair value of the warrant liability, classified as Level 3 fair value, increased $11.3 million during the six months ended June 30, 2023.

Contingent Consideration

In connection with the acquisition of InfraBridge, contingent consideration is payable if prescribed fundraising targets for InfraBridge's new global infrastructure funds are met. In measuring the contingent consideration, the Company applied a probability-weighted approach to the likelihood of meeting various fundraising targets and discounted the estimated future contingent consideration payment at 4.9% to derive a present value amount. The contingent consideration of $11.1 million at June 30, 2023 is classified as Level 3 of the fair value hierarchy, with increase in fair value of $0.2 million during the six months ended June 30, 2023 recorded in other gain (loss).

Fair Value Option

Loans Receivable

At June 30, 2023, there was no outstanding balance on loans receivable, which had been carried at fair value under the fair value option. Previously, loans receivable consisted of two unsecured promissory notes, one in connection with the 2022 sale of the Company's Wellness Infrastructure business (Note 2) and one held by DataBank, presented within Corporate and Other and in the Operating segment, respectively. Both loans receivable had bullet repayment of principal and accrued paid-in-kind ("PIK") interest. Fair value of loans receivable included accrued interest, which was recorded in other income, while changes in fair value was recorded in other gain (loss).

At December 31, 2022, fair value of loans receivable was $137.9 million, with unpaid principal balance, inclusive of PIK interest, of $167.8 million, classified as Level 3 in the fair value hierarchy. In March 2023, the Wellness Infrastructure note was fully written down, taking into consideration foreclosure of certain assets within the Wellness Infrastructure portfolio by its mezzanine lender. In April 2023, the DataBank note was fully repaid. At December 31, 2022, loan fair

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values were based upon a discounted cash flow projection of principal and interest, which at the time of valuation, were expected to be collected, discounted at 10.0% and 10.5%.

Changes in Level 3 Fair Value

The following table presents changes in recurring Level 3 fair value assets held for investment. Realized and unrealized gains (losses) are included in other gain (loss).


	Fair Value Option		Equity Investment of Consolidated Fund
(In thousands)	Loans Receivable









Fair value at December 31, 2021	$	82,930		$	—
Originations and drawdowns	371,415			—
Change in accrued interest and capitalization of paid-in-kind interest	1,217			—
Paydowns	(133,268)			—
Unrealized gain (loss) in earnings, net	(21,676)			—
Fair value at June 30, 2022	$	300,618		$	—

Net unrealized gain (loss) in earnings on instruments held at June 30, 2022	$	(21,676)		$	—

Fair value at December 31, 2022	$	137,945		$	46,770
Contributions	—			49,549
Change in consolidated fund's share of equity investment (1)	—			526
Capitalization of paid-in-kind interest	544			—
Paydown of loan receivable or underlying loan assets held by equity investment of consolidated fund	(6,804)			(2,294)
Unrealized and realized gain (loss) in earnings, net	(131,685)			832
Fair value at June 30, 2023	$	—		$	95,383

Net unrealized gain (loss) in earnings on instruments held at June 30, 2023	$	(133,307)		$	832

__________

(1) Represents reallocation of investment value when relative ownership of the pooling entity across its fund owners change following additional capital contributions.

Investment Carried at Fair Value Using Net Asset Value

The Company holds an investment in a non-traded healthcare REIT, valued at $34.5 million at June 30, 2023 and at December 31, 2022, presented within Corporate and Other in Note 4. The Company has no commitment for any further investment in the non-traded REIT in the future. The investment is valued based upon NAV beginning October 2021 when the investee, a healthcare real estate investor/manager, was acquired in conjunction with a merger of its co-sponsored non-traded REITs. The transaction diluted the Company's equity interest in the investee, which was previously accounted for as an equity method investment. Redemption of the Company's partnership interest in the non-traded healthcare REIT is restricted until the earliest of (1) the second anniversary of the issuance to the Company of such partnership units, (2) change in control of the general partner, and (3) initial public offering of the equity of the non-traded healthcare REIT, which may be subject to further restriction on redemption by the underwriters.

Nonrecurring Fair Values

The Company measures fair value of certain assets on a nonrecurring basis: (i) on the acquisition date for business combinations; and (ii) when events or changes in circumstances indicate that the carrying value of the assets may not be recoverable. Adjustments to fair value generally result from an application of the lower of amortized cost or fair value for assets held for disposition or otherwise, a write-down of asset values due to impairment.

There were no assets carried at nonrecurring fair value at June 30, 2023 and December 31, 2022.

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Fair Value of Financial Instruments Reported at Cost

Fair value of financial instruments reported at amortized cost, excluding those held for disposition, are presented below.


	Fair Value Measurements								Carrying Value
(In thousands)	Level 1		Level 2		Level 3		Total
June 30, 2023
Liabilities
Corporate debt
Secured fund fee revenue notes	$	—	$	250,547	$	—	$	250,547	$	293,219
Exchangeable senior notes	—		124,117		—		124,117		77,242
Non-recourse investment-level debt	—		4,183,782		515,828		4,699,610		5,025,845


December 31, 2022
Liabilities
Corporate debt
Secured fund fee revenue notes	$	—	$	250,547	$	—	$	250,547	$	292,171
Convertible and exchangeable senior notes			304,513		—		304,513		276,741
Non-recourse investment-level debt	—		3,268,508		944,984		4,213,492		4,587,228

Debt—Senior notes and secured fund fee revenue notes were valued using their last traded price. Fair value of investment-level debt were estimated by either discounting expected future cash outlays at interest rates available to the respective borrower subsidiaries for similar instruments, or with respect to securitized debt, based upon indicative bond prices quoted by brokers in the secondary market.

Other—The carrying values of cash and cash equivalents, accounts receivable, due from and to affiliates, interest payable and accounts payable generally approximate fair value due to their short term nature, and credit risk, if any, is negligible.

12. Variable Interest Entities

A VIE is an entity that lacks sufficient equity to finance its activities without additional subordinated financial support from other parties, or whose equity holders lack the characteristics of a controlling financial interest. The following discusses the Company's involvement with VIEs where the Company is the primary beneficiary and consolidates the VIEs or where the Company is not the primary beneficiary and does not consolidate the VIEs.

Operating Subsidiary

The Company's operating subsidiary, OP, is a limited liability company that has governing provisions that are the functional equivalent of a limited partnership. The Company holds the majority of membership interest in OP, acts as the managing member of OP and exercises full responsibility, discretion and control over the day-to-day management of OP. The noncontrolling interests in OP do not have substantive liquidation rights, substantive kick-out rights without cause, or substantive participating rights that could be exercised by a simple majority of noncontrolling interest members (including by such a member unilaterally). The absence of such rights, which represent voting rights in a limited partnership equivalent structure, would render OP to be a VIE. The Company, as managing member, has the power to direct the core activities of OP that most significantly affect OP's performance, and through its majority interest in OP, has both the right to receive benefits from and the obligation to absorb losses of OP. Accordingly, the Company is the primary beneficiary of OP and consolidates OP. As the Company conducts its business and holds its assets and liabilities through OP, the total assets and liabilities, earnings (losses), and cash flows of OP represent substantially all of the total consolidated assets and liabilities, earnings (losses), and cash flows of the Company.

Company-Sponsored Funds

The Company sponsors funds and other investment vehicles as general partner for the purpose of providing investment management services in exchange for management fees and carried interest. These funds are established as limited partnerships or equivalent structures. Limited partners of the funds do not have either substantive liquidation rights, or substantive kick-out rights without cause, or substantive participating rights that could be exercised by a simple majority of limited partners or by a single limited partner. Accordingly, the absence of such rights, which represent voting rights in a limited partnership, results in the funds being considered VIEs. The nature of the Company's involvement with its sponsored funds comprise fee arrangements and equity interests in its capacity as general partner and general partner

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affiliate. The fee arrangements are commensurate with the level of management services provided by the Company, and contain terms and conditions that are customary to similar at-market fee arrangements.

Consolidated Company-Sponsored Funds—The Company currently consolidates sponsored funds in which it has more than an insignificant equity interest in the fund as general partner. As a result, the Company is considered to be acting in the capacity of a principal of the sponsored fund and is therefore the primary beneficiary of the fund. The Company’s exposure is limited to its capital account balance in the consolidated funds of $120.3 million at June 30, 2023 and $94.7 million at December 31, 2022. The liabilities of the consolidated funds may only be settled using assets of the consolidated funds, and the Company, as general partner, is not obligated to provide any financial support to the consolidated funds. At June 30, 2023, the Company had unfunded equity commitment to a consolidated fund of $39.3 million.

The following table presents the assets and liabilities of the consolidated funds, which are presented within Corporate and Other in the supplemental schedule to the consolidated balance sheets.


(In thousands)	June 30, 2023		December 31, 2022
Assets
Cash and cash equivalents	$	65,987	$	86,433
Investments—marketable equity securities and equity interests in credit pooling entities (Note 11)	172,403		185,845
Other assets	443		1,895
	$	238,833	$	274,173
Liabilities
Debt	$	25,557	$	465
Other liabilities
Securities sold short	45,679		40,928
Due to custodian	11,794		35,457
Other	4,450		2,734
	$	87,480	$	79,584

Unconsolidated Company-Sponsored Funds—The Company does not consolidate its sponsored funds where it has insignificant equity interests in these funds as general partner. As such interests absorb insignificant variability from the fund, the Company is considered to be acting in the capacity of an agent of the fund and is therefore not the primary beneficiary of these funds. The Company accounts for its equity interests in unconsolidated funds under the equity method. The Company's maximum exposure to loss is limited to the outstanding balance of its investment in the unconsolidated funds (Note 4) of $964.3 million at June 30, 2023 and $752.3 million at December 31, 2022. The Company also has receivables from its unconsolidated funds for fee income and reimbursable or recoverable costs, as discussed in Note 16. At June 30, 2023, the Company's unfunded equity commitments to its unconsolidated funds as general partner and general partner affiliate totaled $93.0 million. Generally, the timing for funding of these commitments is not known and the commitments are callable on demand at any time prior to their respective expirations.

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13. Earnings per Share

The following table provides the basic and diluted earnings per common share computations.


	Three Months Ended June 30,				Six Months Ended June 30,
(In thousands, except per share data)	2023		2022		2023		2022
Net income (loss) allocated to common stockholders


Income (Loss) from continuing operations attributable to DigitalBridge Group, Inc.	$	(4,996)	$	(17,702)	$	(189,132)	$	(182,899)
Income (Loss) from discontinued operations attributable to DigitalBridge Group, Inc.	(3,667)		(3,860)		(17,328)		(85,220)
Net income (loss) attributable to DigitalBridge Group, Inc.	(8,663)		(21,562)		(206,460)		(268,119)
Preferred stock repurchases/redemptions (Note 9)	927		—		927		—
Preferred dividends	(14,675)		(15,759)		(29,351)		(31,518)
Net income (loss) attributable to common stockholders	(22,411)		(37,321)		(234,884)		(299,637)
Net income (loss) allocated to participating securities	(29)		—		(60)		—
Net income (loss) allocated to common stockholders—basic	(22,440)		(37,321)		(234,944)		(299,637)
Interest expense attributable to convertible and exchangeable notes (1)	—		—		—		—
Net income (loss) allocated to common stockholders—diluted	$	(22,440)	$	(37,321)	$	(234,944)	$	(299,637)
Weighted average common shares outstanding
Weighted average number of common shares outstanding—basic	158,089		153,983		159,113		148,266
Weighted average effect of dilutive shares (1)(2)(3)	—		—		—		—
Weighted average number of common shares outstanding—diluted	158,089		153,983		159,113		148,266
Income (loss) per share—basic
Income (Loss) from continuing operations	$	(0.12)	$	(0.22)	$	(1.37)	$	(1.45)
Income (Loss) from discontinued operations	(0.02)		(0.02)		(0.11)		(0.57)
Net income (loss) attributable to common stockholders per common share—basic	$	(0.14)	$	(0.24)	$	(1.48)	$	(2.02)
Income (loss) per share—diluted
Income (Loss) from continuing operations	$	(0.12)	$	(0.22)	$	(1.37)	$	(1.45)
Income (Loss) from discontinued operations	(0.02)		(0.02)		(0.11)		(0.57)
Net income (loss) attributable to common stockholders per common share—diluted	$	(0.14)	$	(0.24)	$	(1.48)	$	(2.02)

__________

(1) With respect to the assumed conversion or exchange of the Company's outstanding senior notes, the following are excluded from the calculation of diluted earnings per share as their inclusion would be antidilutive: (a) for the three months ended June 30, 2023 and 2022, the effect of adding back interest expense of $1.7 million and $3.9 million, respectively, and 9,047,200 and 11,697,600 of weighted average dilutive common share equivalents, respectively; and (b) for the six months ended June 30, 2023 and 2022, the effect of adding back $5.6 million and $8.7 million of interest expense, respectively, and 9,749,200 and 14,125,700 of weighted average dilutive common share equivalents, respectively. Also excluded from the calculation of diluted earnings per share was $133.2 million of debt extinguishment loss (Note 8) for the six months ended June 30, 2022.

(2) The calculation of diluted earnings per share excludes the effect of the following as their inclusion would be antidilutive: (a) class A common shares that are contingently issuable in relation to performance stock units (Note 15) with weighted average shares of 635,600 and 1,907,900 for the three months ended June 30, 2023 and 2022, respectively; and, 317,800 and 2,036,100 for the six months ended June 30, 2022, respectively; and (b) class A common shares that are issuable to net settle the exercise of warrants (Note 10) with weighted average shares of 307,800 and 2,210,300 for the three months ended June 30, 2023 and 2022, respectively, and 335,600 and 2,606,100 for the six months ended June 30, 2023 and 2022, respectively.

(3) OP Units may be redeemed for registered or unregistered class A common stock on a one-for-one basis and are not dilutive. At June 30, 2023 and 2022, 12,375,800 and 12,628,900 of OP Units, respectively, were not included in the computation of diluted earnings per share in the respective periods presented.

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14. Fee Income

The following table presents the Company's fee income by type.


	Three Months Ended June 30,				Six Months Ended June 30,
(In thousands)	2023		2022		2023		2022
Management fees	$	64,744	$	43,559	$	121,902	$	85,750
Incentive fees	171		—		1,040		—
Other fees	827		759		1,926		1,405
Total fee income	$	65,742	$	44,318	$	124,868	$	87,155

Management Fees—The Company earns management fees for providing investment management services to its sponsored private funds and other investment vehicles, portfolio companies and managed accounts. Management fees are calculated generally at contractual rates ranging from 0.2% per annum to 1.5% per annum of investors' committed capital during the commitment period of the vehicle, and thereafter, contributed or invested capital; or NAV for vehicles in the liquid securities strategy.

Incentive Fees—The Company is entitled to incentive fees from sub-advisory accounts in its liquid securities strategy. Incentive fees are determined based upon the performance of the respective accounts, subject to the achievement of specified return thresholds in accordance with the terms set out in their respective governing agreements. A portion of incentive fees earned by the Company is allocable to certain employees, included in carried interest and incentive fee compensation expense.

Other Fee Income—Other fees include primarily service fees for information technology, facilities and operational support provided to portfolio companies, and on a non-recurring basis, loan origination fees from co-investors.

15. Equity-Based Compensation

The DigitalBridge Group, Inc. 2014 Omnibus Stock Incentive Plan (the "Equity Incentive Plan") provides for the grant of restricted stock, performance stock units ("PSUs"), Long Term Incentive Plan ("LTIP") units, restricted stock units ("RSUs"), deferred stock units ("DSUs"), options, warrants or rights to purchase shares of the Company's common stock, cash incentives and other equity-based awards to the Company's officers, directors (including non-employee directors), employees, co-employees, consultants or advisors of the Company or of any parent or subsidiary who provides services to the Company, but excluding employees of portfolio companies. Shares reserved for the issuance of awards under the Equity Incentive Plan are subject to equitable adjustment upon the occurrence of certain corporate events, provided that this number automatically increases each January 1st by 2% of the outstanding number of shares of the Company’s class A common stock on the immediately preceding December 31st. At June 30, 2023, an aggregate 24.5 million shares of the Company's class A common stock were reserved for the issuance of awards under the Equity Incentive Plan.

Restricted Stock—Restricted stock awards in the Company's class A common stock are granted to senior executives, directors and certain employees, generally subject to a service condition only, with annual time-based vesting in equal tranches over a three-year period. Restricted stock is entitled to dividends declared and paid on the Company's class A common stock and such dividends are not forfeitable prior to vesting of the award. Restricted stock awards are valued based on the Company's class A common stock price on grant date and equity-based compensation expense is recognized on a straight-line basis over the requisite service period.

Restricted Stock Units—RSUs in the Company's class A common stock are subject to a performance condition. Vesting of performance-based RSUs occur upon achievement of certain Company-specific metrics over a performance measurement period that coincides with the recipients' term of service. Only vested RSUs are entitled to accrued dividends declared and paid on the Company's class A common stock during the time period the RSUs are outstanding. Fair value of RSUs are based on the Company's class A common stock price on grant date. Equity-based compensation expense is recognized when it becomes probable that the performance condition will be met.

Performance Stock Units—PSUs are granted to senior executives and certain employees, and are subject to both a service condition and a market condition. Following the end of the measurement period, the recipients of PSUs who remain employed will vest in, and be issued a number of shares of the Company's class A common stock, generally ranging from 0% to 200% of the number of PSUs granted and determined based upon the performance of the Company's class A common stock relative to that of a specified peer group over a three-year measurement period (such measurement metric the "total shareholder return"). In addition, recipients of PSUs whose employment is terminated after the first anniversary of their PSU grant are eligible to vest in a portion of the PSU award following the end of the measurement period based upon achievement of the total shareholder return metric applicable to the award. PSUs also

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contain dividend equivalent rights which entitle the recipients to a payment equal to the amount of dividends that would have been paid on the shares that are ultimately issued at the end of the measurement period.

Fair value of PSUs, including dividend equivalent rights, was determined using a Monte Carlo simulation under a risk-neutral premise, with the following assumptions:


	2023 PSU Grants	2022 PSU Grants	2021 PSU Grants
Expected volatility of the Company's class A common stock (1)	41.3%	32.4%	35.4%
Expected annual dividend yield (2)	0.3%	—%	—%
Risk-free rate (per annum) (3)	3.8%	2.0%	0.3%

__________

(1) Based upon the historical volatility of the Company's stock and those of a specified peer group.

(2) Based upon the Company's expected annualized dividends. Expected dividend yield was zero for the March 2022 and 2021 PSU awards as common dividends were suspended beginning the second quarter of 2020 and reinstated in the third quarter 2022.

(3) Based upon the continuously compounded zero-coupon U.S. Treasury yield for the term coinciding with the measurement period of the award as of valuation date.

Fair value of PSU awards, excluding dividend equivalent rights, is recognized on a straight-line basis over their measurement period as compensation expense, and is not subject to reversal even if the market condition is not achieved. The dividend equivalent right is accounted for as a liability-classified award. The fair value of the dividend equivalent right is recognized as compensation expense on a straight-line basis over the measurement period, and is subject to adjustment to fair value at each reporting period.

LTIP Units—LTIP units are units in the Operating Company that are designated as profits interests for federal income tax purposes. Unvested LTIP units that are subject to market conditions do not accrue distributions. Each vested LTIP unit is convertible, at the election of the holder (subject to capital account limitation), into one common OP Unit and upon conversion, subject to the redemption terms of OP Units (Note 9).

LTIP units issued have either (1) a service condition only, valued based upon the Company's class A common stock price on grant date; or (2) both a service condition and a market condition based upon the Company's class A common stock achieving a target price over a predetermined measurement period, subject to continuous employment to the time of vesting, and valued using a Monte Carlo simulation.

The following assumptions were applied in the Monte Carlo model under a risk-neutral premise:


	2022 LTIP Grant	2019 LTIP Grant (1)
Expected volatility of the Company's class A common stock (2)	34.0%	28.3%
Expected dividend yield (3)	0.0%	8.1%
Risk-free rate (per annum) (4)	3.6%	1.8%

__________

(1) Represents 2.5 million LTIP units granted to the Company's Chief Executive Officer, Marc Ganzi, in connection with the Company's acquisition of Digital Bridge Holdings, LLC in July 2019, with vesting based upon the Company's class A common stock price closing at or above $40 over any 90 consecutive trading days prior to the fifth anniversary of the grant date.

(2) Based upon historical volatility of the Company's stock and those of a specified peer group.

(3) Based upon the Company's most recently issued dividend prior to grant date and closing price of the Company's class A common stock on grant date. Expected dividend yield was zero for the June 2022 award as common dividends were suspended beginning the second quarter of 2020 and reinstated in the third quarter of 2022.

(4) Based upon the continuously compounded zero-coupon US Treasury yield for the term coinciding with the measurement period of the award as of valuation date.

Equity-based compensation cost on LTIP units is recognized on a straight-line basis either over (1) the service period for awards with a service condition only; or (2) the derived service period for awards with both a service condition and a market condition, irrespective of whether the market condition is satisfied. The derived service period is a service period that is inferred from the application of the simulation technique used in the valuation of the award, and represents the median of the terms in the simulation in which the market condition is satisfied.

Deferred Stock Units—Certain non-employee directors may elect to defer the receipt of annual base fees and/or restricted stock awards, and in lieu, receive awards of DSUs. DSUs awarded in lieu of annual base fees are fully vested on their grant date, while DSUs awarded in lieu of restricted stock awards vest one year from their grant date. DSUs are entitled to a dividend equivalent, in the form of additional DSUs based on dividends declared and paid on the Company's class A common stock, subject to the same restrictions and vesting conditions, where applicable. Upon separation of service from the Company, vested DSUs will be settled in shares of the Company’s class A common stock. Fair value of

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DSUs are determined based on the price of the Company's class A common stock on grant date and recognized immediately if fully vested upon grant, or on a straight-line basis over the vesting period as equity based compensation expense and equity.

Equity-based compensation cost pursuant to DBRG's Equity Incentive Plan is presented on the consolidated statement of operations, as follows.


	Three Months Ended June 30,				Six Months Ended June 30,
(In thousands)	2023		2022		2023		2022

Compensation expense (including $0, $176, $0 and $213 expense related to dividend equivalent rights)	$	20,691	$	8,168	$	31,461	$	17,147


Administrative expense	—		34		228		122
	$	20,691	$	8,202	$	31,689	$	17,269

Changes in unvested equity awards pursuant to DBRG's Equity Incentive Plan are summarized below.


							Weighted Average Grant Date Fair Value
	Restricted Stock	LTIP Units (1)	DSUs	RSUs (2)	PSUs (3)	Total	PSUs		All Other Awards
Unvested shares and units at December 31, 2022	1,706,674	2,625,000	20,058	2,397,391	1,889,587	8,638,710	$	17.84	$	10.84
Granted	2,118,060	—	70,642	—	397,262	2,585,964	11.63		11.64
Vested	(929,809)	—	(26,656)	(1,198,696)	(635,926)	(2,791,087)	26.92		14.17
Forfeited	(9,479)	—	—	—	(424,065)	(433,544)	26.92		12.99
Unvested shares and units at June 30, 2023	2,885,446	2,625,000	64,044	1,198,695	1,226,858	8,000,043	7.98		10.04

__________

(1) Represents the number of LTIP units granted subject to vesting upon achievement of market condition. LTIP units that do not meet the market condition within the measurement period will be forfeited.

(2) Represents the number of RSUs granted subject to vesting upon achievement of performance condition. RSUs that do not meet the performance condition at the end of the measurement period will be forfeited.

(3) Number of PSUs granted does not reflect potential increases or decreases that could result from the final outcome of the total shareholder return measured at the end of the performance period. PSUs for which the total shareholder return was not met at the end of the performance period are forfeited.

Fair value of equity awards that vested, as shown above, determined based upon their respective fair values at vesting date, was $13.7 million and $15.7 million for the three months ended June 30, 2023 and 2022, respectively, and $34.6 million and $49.1 million for the six months ended June 30, 2023 and 2022, respectively.

At June 30, 2023, aggregate unrecognized compensation cost for all unvested equity awards pursuant to DBRG's Equity Incentive Plan was $50.1 million, which is expected to be recognized over a weighted average period of 2.0 years. This excludes $6.3 million of unvested RSUs that are not currently probable of achieving their performance condition and have a remaining performance measurement period of approximately one year.

16. Transactions with Affiliates

Affiliates include (i) investment vehicles that the Company sponsors and/or manages, and in which the Company may have an equity interest; (ii) portfolio companies of sponsored funds; (iii) the Company's other equity investments outside of sponsored funds; and (iv) directors and employees of the Company (collectively, "employees").

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Amounts due from and due to affiliates consist of the following:


(In thousands)	June 30, 2023		December 31, 2022
Due from Affiliates
Investment vehicles, portfolio companies and other equity investments
Fee income	$	62,046	$	35,010
Cost reimbursements and recoverable expenses	8,360		7,031
Other	743		—
Employees and other affiliates	—		3,319
	$	71,149	$	45,360
Due to Affiliates (Note 7)
Investment vehicles—Derivative obligation	$	—	$	11,793
Investment vehicles—InfraBridge working capital (Note 3)	11,123		—
Employees and other affiliates	3,331		658
	$	14,454	$	12,451

Significant transactions with affiliates include the following:

Fee Income—Fee income earned from investment vehicles that the Company manages and/or sponsors, and may have an equity interest, are presented in Note 14. Substantially all fee income are from affiliates, except for management fees and incentive fee from sub-advisory accounts and generally, other fee income.

Cost Reimbursements and Recoverable Expenses—The Company receives reimbursements and recovers certain costs paid on behalf of investment vehicles sponsored by the Company, which include: (i) organization and offering costs related to formation and capital raising of the investment vehicles up to specified thresholds; (ii) costs incurred in performing investment due diligence; and (iii) direct and indirect operating costs for managing the operations of certain investment vehicles.

Such cost reimbursements and recoverable expenses, included in other income, totaled $1.4 million and $0.8 million for the three months ended June 30, 2023 and 2022, respectively, and $2.6 million and $4.7 million for the six months ended June 30, 2023 and 2022, respectively.

Warehoused Investments—The Company may acquire and temporarily warehouse investments on behalf of prospective sponsored investment vehicles that are actively fundraising (Note 4). The warehoused investments are transferred to the investment vehicle when sufficient third party capital, including debt, is raised. The Company is generally paid a fee by the investment vehicle, akin to an interest charge, typically calculated as a percentage of the acquisition price of the investment, to compensate the Company for its cost of holding the investment during the warehouse period. The terms of such arrangements may differ for each sponsored investment vehicle and by investment.

Derivative Obligations of Sponsored Fund—In the third quarter of 2022, the Company, in its capacity as general partner and for the benefit of its sponsored fund, entered into foreign currency forward contracts to economically hedge the foreign currency exposure of an investment commitment of its sponsored fund (Note 11). The investment committee of the sponsored fund has ratified the fund's responsibility and obligation to assume all resulting liabilities and benefits from the foreign currency contracts effective from trade date through the novation of the contracts to the fund. The Company recorded a payable in due to affiliates to reflect the fund's obligation to assume the resulting asset from the foreign currency contracts; accordingly, there was no net effect to the Company's earnings resulting from these foreign currency contracts. Upon the novation of the contracts to the fund in January 2023, the Company de-recognized the derivative asset and the corresponding payable in due to affiliate.

Digital Real Estate Acquisitions—Marc Ganzi, Chief Executive Officer of the Company, and Ben Jenkins, President and Chief Investment Officer of the Company, were former owners of Digital Bridge Holdings, LLC ("DBH") prior to its merger into the Company in July 2019. Messrs. Ganzi and Jenkins had retained their equity investments and general partner interests in the portfolio companies of DBH, which include DataBank and Vantage.

As a result of the personal investments made by Messrs. Ganzi and Jenkins in DataBank and Vantage SDC prior to the Company’s acquisition of DBH, additional investments made by the Company in DataBank and Vantage SDC subsequent to their initial acquisitions may trigger future carried interest payments to Messrs. Ganzi and Jenkins upon the occurrence of future realization events. Such investments made by the Company include ongoing payments for the build-out of expansion capacity, including lease-up of the expanded capacity and existing inventory, in Vantage SDC (Note 3) and the acquisition of additional interest in DataBank from an existing investor in January 2022 (Note 10).

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Carried Interest Allocation from Sponsored Investment Vehicles—With respect to investment vehicles sponsored by the Company for which Messrs. Ganzi and Jenkins are invested in their capacity as former owners of DBH, and not in their capacity as employees of the Company, any carried interest entitlement attributed to such investments by Messrs. Ganzi and Jenkins as general partner are not subject to continuing vesting provisions and do not represent compensatory arrangements to the Company. Such carried interest allocation to Messrs. Ganzi and Jenkins that are unrealized or realized but unpaid are included in noncontrolling interests on the balance sheet in the Investment Management segment, in the amount of $91.0 million at June 30, 2023 and $70.4 million at December 31, 2022. Carried interest allocated is recorded as net income attributable to noncontrolling interests in the Investment Management segment totaling $19.2 million and $28.9 million for the three months ended June 30, 2023 and 2022, respectively, and $21.4 million and $29.6 million for the six months ended June 30, 2023 and 2022 respectively. Additionally, in connection with the DataBank recapitalization (Note 10) in the second half of 2022, Messrs. Ganzi and Jenkins received realized carried interest in the form of equity interest in vehicles that invest in DataBank, of which $86.1 million in aggregate was not deemed a compensatory arrangement. Such equity interest represent noncontrolling interests in DataBank. A portion of such equity interest was sold by Messrs. Ganzi and Jenkins in connection with the recapitalization transaction.

Investment in Managed Investment Vehicles—Subject to the Company's related party policies and procedures, certain employees may invest on a discretionary basis in investment vehicles sponsored by the Company, either directly in the vehicle or indirectly through the Company's general partner entity. These investments are generally not subject to management fees, but otherwise bear their proportionate share of other operating expenses of the investment vehicles. Such investments in consolidated investment vehicles and general partner entities totaled $19.8 million at June 30, 2023 and $17.7 million at December 31, 2022, reflected in redeemable noncontrolling interests and noncontrolling interests on the balance sheet in the Investment Management segment. The employees' share of earnings was a net income of $1.5 million and a net loss of $0.1 million for the three months ended June 30, 2023 and 2022, respectively, and net income of $2.1 million and net loss of $0.3 million for the six months ended June 30, 2023 and 2022, respectively. Such amounts are reflected in net income (loss) attributable to noncontrolling interests on the consolidated statement of operations in the Investment Management segment and exclude their share of carried interest allocation, which is reflected in compensation expense—incentive fee and carried interest allocation.

Aircraft—Pursuant to Mr. Ganzi’s employment agreement, as amended, the Company has agreed to reimburse Mr. Ganzi for certain variable operational costs of business travel on a chartered or private jet (including any aircraft that Mr. Ganzi may partially or fully own), provided that the Company will not reimburse the allocable share (based on the number of passengers) of variable operational costs for any passenger on such flight who is not traveling on Company business. Additionally, the Company has also agreed to reimburse Mr. Ganzi for certain defined fixed costs of any aircraft owned by Mr. Ganzi. The fixed cost reimbursements will be made based on an allocable portion of an aircraft’s annual budgeted fixed cash operating costs, based on the number of hours the aircraft will be used for business purposes. At least once a year, the Company will reconcile the budgeted fixed operating costs with the actual fixed operating costs of the aircraft, and the Company or Mr. Ganzi, as applicable, will make a payment for any difference. The Company reimbursed Mr. Ganzi $0.8 million and $0.9 million for the three months ended June 30, 2023 and 2022, respectively, and $2.6 million and $1.1 million for the six months ended June 30, 2023 and 2022 respectively.

Advancement of Expenses—Effective April 1, 2021, Thomas J. Barrack stepped down as Executive Chairman of the Company and in July 2021, resigned as a member of the Company's Board of Directors. In October 2021, the Company entered into an Agreement Regarding Advancement of Certain Expenses ("Advancement Agreement") with Mr. Barrack, which is generally consistent with the Company’s obligations and Mr. Barrack’s rights regarding advancement of expenses under the terms of a January 2017 Indemnification Agreement between the Company and Mr. Barrack, and under the Company’s Bylaws. The Advancement Agreement (a) memorializes the parties’ disagreement as to the Company’s obligations and Mr. Barrack’s rights under the earlier Indemnification Agreement and the Company's Bylaws, and (b) obligates Mr. Barrack to reimburse the Company for such advanced expenses under certain circumstances. Pursuant to the Advancement Agreement, the Company expensed $4.1 million and $9.7 million in the three and six months ended June 30, 2022, respectively, with immaterial expenses in 2023. The Company believes it has met all of its financial obligations under the Advancement Agreement and does not expect to make any further advances to Mr. Barrack thereunder.

17. Commitments and Contingencies

Litigation

The Company may be involved in litigation in the ordinary course of business. As of June 30, 2023, the Company was not involved in any legal proceedings that are expected to have a material adverse effect on the Company’s results of operations, financial position or liquidity.

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18. Supplemental Disclosure of Cash Flow Information


	Six Months Ended June 30,
(In thousands)	2023		2022
Supplemental Disclosure of Cash Flow Information
Cash paid for interest, net of amounts capitalized of $2,595 and $686	$	106,269	$	117,901
Cash received (paid) for income taxes	123		676
Operating lease payments	30,899		29,933
Finance lease payments	7,928		7,841
Supplemental Disclosure of Cash Flows from Discontinued Operations
Net cash provided by (used in) operating activities of discontinued operations	$	(253)	$	(13,997)
Net cash provided by (used in) investing activities of discontinued operations	256,996		(70,385)
Net cash provided by (used in) financing activities of discontinued operations	(28,956)		(12,653)
Supplemental Disclosure of Noncash Investing and Financing Activities
Dividends and distributions payable	$	16,492	$	15,759
Improvements in operating real estate included in other liabilities	98,058		15,023
Receivables from asset sales	2,143		9,648
Operating lease ROU assets and lease liabilities established	27,086		1,126


Contingent consideration for acquisition of InfraBridge	10,874		—
ROU asset and lease liability derecognized upon purchase of leased real estate (Note 3)	3,120		—
Redemption of redeemable noncontrolling interest for common stock	—		348,759









Seller note received in sale of NRF Holdco equity	—		154,992



Loan receivable relieved in exchange for equity investment acquired	—		20,676
Redemption of OP Units for common stock	984		341
Distribution payable to noncontrolling interest	—		2,850
Assets disposed in sale of equity of investment entities	—		3,420,783
Liabilities disposed in sale of equity of investment entities	—		3,144,700


Noncontrolling interests of investment entities sold (1)	—		204,730

Exchange of notes for class A common shares	—		60,317

__________

(1) Represents deconsolidation of noncontrolling interests in connection with sale of the Wellness Infrastructure business.

19. Subsequent Events

No subsequent events have occurred that would require recognition in the consolidated financial statements or disclosure in the accompanying notes.

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FORWARD-LOOKING STATEMENTS

Some of the statements contained in this Quarterly Report on Form 10-Q (this "Quarterly Report") constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and we intend such statements to be covered by the safe harbor provisions contained therein. 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.

The forward-looking statements contained in this Quarterly Report reflect our current views about future events and are subject to numerous known and unknown risks, uncertainties, assumptions and changes in circumstances that may cause our actual results to differ significantly from those expressed in any forward-looking statement. The following factors, among others, could cause actual results and future events to differ materially from those set forth or contemplated in the forward-looking statements:

•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;

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•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.

While forward-looking statements reflect our good faith beliefs, assumptions and expectations, they are not guarantees of future performance. Furthermore, we disclaim any obligation to publicly update or revise any forward-looking statement to reflect changes in underlying assumptions or factors, of new information, data or methods, future events or other changes. Moreover, because we operate in a very competitive and rapidly changing environment, new risk factors are likely to emerge from time to time. We caution investors not to place undue reliance on these forward-looking statements and urge you to carefully review the disclosures we make concerning risks in Part I, Item 1A. "Risk Factors" in our Annual Report on Form 10-K for the fiscal year ended December 31, 2022 and in Part I, Item 2. “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in this Quarterly Report. Readers of this Quarterly Report should also read our other periodic filings made with the Securities and Exchange Commission (the "SEC") and other publicly filed documents for further discussion regarding such factors.

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

The following discussion should be read in conjunction with our unaudited consolidated financial statements and accompanying notes thereto, which are included in Item 1 of this Quarterly Report, as well as information contained in our Annual Report on Form 10-K for the year ended December 31, 2022, which is accessible on the SEC's website at www.sec.gov.

In this Quarterly Report, unless specifically stated otherwise or the context indicates otherwise, the terms " the "Company," "DBRG," "we," "our" and "us" refer to DigitalBridge Group, Inc. and its consolidated subsidiaries. References to the “Operating Partnership,” our “Operating Company” and the “OP” refer to DigitalBridge Operating Company, LLC, a Delaware limited liability company and the operating company of the Company, and its consolidated subsidiaries.

Our Organization

We are a leading global digital infrastructure investment manager, deploying and managing capital across the digital ecosystem, including data centers, cell towers, fiber networks, small cells, and edge infrastructure. Our diverse global investor base includes public and private pensions, sovereign wealth funds, asset managers, insurance companies, and endowments. At June 30, 2023, we had $72 billion of AUM, composed of assets managed on behalf of our limited partners and our shareholders.

We are headquartered in Boca Raton, Florida, with key offices in New York, Los Angeles, London, Luxembourg and Singapore, and have approximately 300 employees.

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We operate as a taxable C Corporation, except for certain subsidiaries in the Operating segment that have elected to be taxed as real estate investment trusts. We conduct substantially all of our activities and hold substantially all of our assets and liabilities through our Operating Company. At June 30, 2023, we owned 93% of the Operating Company as its sole managing member.

Our Business

Our Investment Management Platform

Our investment management platform is anchored by our value-add funds within the DigitalBridge Partners ("DBP") infrastructure equity offerings. In providing institutional investors access to investments across different segments of the digital infrastructure ecosystem, our investment offerings have expanded to include core equity, credit and liquid securities.

•Our DBP series of funds focus on value-add digital infrastructure, investing in and building businesses across the digital infrastructure sector.

•Core Equity invests in digital infrastructure businesses and assets with long-duration cash flow profiles, primarily in more developed geographies.

•DigitalBridge Credit is our private credit strategy that delivers credit solutions to corporate borrowers in the digital infrastructure sector globally through credit financing products such as first and second lien term loans, mezzanine debt, preferred equity and construction/delay-draw loans, among other products.

•Our Liquid Strategies are fundamental long-only and long-short public equities strategies with well-defined mandates, leveraging the network and intellectual capital of our platform to build liquid portfolios of high quality, undervalued businesses across digital infrastructure, real estate, and technology, media, and telecom.

•InfraBridge is focused on mid-market investments in the digital infrastructure and related sectors of transportation and logistics, and energy transition.

Significant Developments

The following summarizes significant developments that affected our business and results of operations in 2023 through the date of this filing.

Financing

•We repaid $200 million of 5.00% senior notes upon maturity in April 2023 using cash on hand, reducing our leverage and outstanding corporate debt to $378 million, with savings of $10 million in annual financing costs.

Investment Management

•We have raised approximately $3.4 billion of capital to-date in 2023, primarily for a new digital infrastructure fund (which is not yet fee-earning) and syndications through various co-investment vehicles.

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•In February 2023, we completed our previously announced acquisition of InfraBridge for $314 million cash consideration (net of cash assumed), subject to customary post-closing working capital adjustments, plus potential contingent payments based upon future fundraising for InfraBridge's third and fourth flagship funds under the Global Infrastructure Fund ("GIF") series. The acquisition comprises InfraBridge's investment management platform and fund sponsor investments.

The acquisition further scales our investment management business. InfraBridge’s global infrastructure equity platform will be a strategic fit alongside our value-add equity franchise, enhancing our capabilities in the mid-market segment. The acquisition added $5.1 billion in fee earning equity under management ("FEEUM"), comprising primarily GIF II and GIF I investment funds.

Other

•Our investment in BrightSpire Capital, Inc. (NYSE: BRSP), which was our largest remaining non-digital investment, was fully disposed in March 2023 for approximately $202 million in net proceeds.

•A non-cash charge of $133 million in fair value write-down was recorded in March 2023 on an unsecured promissory note from the 2022 sale of our Wellness Infrastructure business. This resulted from foreclosure of certain assets within the Wellness Infrastructure portfolio by its mezzanine lender.

Assets Under Management and Fee Earning Equity Under Management

Below is a summary of our AUM and FEEUM.



Type	Products	Description	June 30, 2023		December 31, 2022
Assets Under Management (1)			$	72.2	$	52.8

Fee Earning Equity Under Management (2)

Institutional Funds	DBP infrastructure equity	Earns management fees and potential for carried interest or incentive fees	$	11.3	$	11.2
	InfraBridge Global Infrastructure		5.1		—



	Core Equity, DigitalBridge Credit and Liquid Strategies		2.4		2.0
Other Investment Vehicles	DigitalBridge co-invest vehicles	Earns management fees, business service fees from portfolio companies, and potential for carried interest	8.0		6.5
	Digital infrastructure held by portfolio companies		2.3		2.5
			$	29.1	$	22.2

__________

(1) AUM is composed of (a) third party managed capital for which the Company and its affiliates provide investment management services, including assets for which the Company may or may not charge management fees and/or performance allocations; and (b) assets invested using the Company's own balance sheet capital and managed on behalf of the Company's shareholders. Third party AUM is based upon the cost basis of managed investments as reported by each underlying vehicle as of the reporting date and may include uncalled capital commitments. Balance sheet AUM is based upon the undepreciated carrying value of the Company's balance sheet investments as of the reporting date. The Company's calculation of AUM may differ from other investment managers, and as a result, may not be comparable to similar measures presented by other investment managers.

(2) FEEUM is equity for which the Company and its affiliates provide investment management services and derive management fees and/or incentives. FEEUM generally represents the basis used to derive fees, which may be based upon invested equity, stockholders’ equity, or fair value, pursuant to the terms of each underlying investment management agreement. The Company's calculation of FEEUM may differ from other investment managers, and as a result, may not be comparable to similar measures presented by other investment managers.

•FEEUM increased by $6.9 billion or 31% to $29.1 billion at June 30, 2023, driven by the addition of $5.1 billion of InfraBridge FEEUM, new capital raised, primarily for core equity and syndications through co-investment vehicles, that have begun to accrue fee income.

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Results of Operations

The following table summarizes our consolidated results from continuing operations by reportable segment.


	Three Months Ended June 30,						Six Months Ended June 30,
(In thousands)	2023		2022		Change		2023		2022		Change
Total revenues
Investment Management	$	149,093	$	157,910	$	(8,817)	$	155,922	$	171,741	$	(15.8)
Operating	235,059		227,687		7,372		466,723		430,209		36,514
Corporate and Other	40,781		31,035		9,746		52,448		47,516		4,932
	$	424,933	$	416,632	8,301		$	675,093	$	649,466	25,627


Income (Loss) from continuing operations
Investment Management	$	35,177	$	67,995	$	(32,818)	$	32,373	$	58,852	$	(26,479)
Operating	(93,055)		(85,428)		(7,627)		(190,997)		(159,569)		(31,428)
Corporate and Other	9,340		(46,860)		56,200		(168,040)		(212,615)		44,575
	$	(48,538)	$	(64,293)	15,755		$	(326,664)	$	(313,332)	(13,332)
Income (Loss) from continuing operations attributable to DigitalBridge Group, Inc.
Investment Management	$	309	$	21,269	$	(20,960)	$	(1,889)	$	13,667	$	(15,556)
Operating	(10,509)		(14,807)		4,298		(21,298)		(27,631)		6,333
Corporate and Other	5,204		(24,164)		29,368		(165,945)		(168,935)		2,990
	$	(4,996)	$	(17,702)	12,706		$	(189,132)	$	(182,899)	(6,233)

Revenues

Total revenues increased $8.3 million or 2% in the quarter-to-date comparison and $25.6 million or 4% in the year-to-date comparison.

•Investment Management—Revenues were 5.6% lower at $149.1 million in the quarter-to-date comparison and 9% lower at $155.9 million in the year-to-date comparison.

The decrease in both periods was due to significant variability in unrealized carried interest. In 2023, gross unrealized carried interest (before management allocation) was $31.5 million lower at $79.3 million in the quarter-to-date comparison and $55.2 million lower at $24.5 million in the year-to-date comparison, with a larger reversal of unrealized carried interest in the first quarter, attributed to DBP II.

Excluding carried interest, revenues would have increased $22.7 million or 48% in the quarter-to-date comparison and $39.4 million or 43% in the year-to-date comparison.

Fee income was $21.5 million higher at $66.6 million in the quarter-to-date comparison and $38.0 million higher at $126.7 million in the year-to-date comparison, attributable largely to the InfraBridge funds acquired in February 2023 and additional capital raised since July 2022 that have started accruing income.

•Operating—Revenues were higher in 2023, resulting from data center acquisitions and additional lease-up of expanded capacity in Vantage SDC during 2022.

•Corporate and Other—Revenues represent largely our share of earnings from our general partner affiliate investments in the DBP and InfraBridge funds and income from warehoused investments, if any. Revenues were higher in 2023 due to fair value increases in fund investments, partially offset by warehoused credit investments that were transferred to our new credit fund in the second half of 2022.

Income (Loss) from continuing operations attributable to DigitalBridge Group, Inc.

Loss from continuing operations attributable to DBRG was $12.7 million or 72% lower in the quarter-to-date comparison but increased $6.2 million or 3.4% in the year-to-date comparison.

•Investment Management—In 2023, net income was close to breakeven in the quarter-to-date period, a $21.0 million decrease, while the year-to-date period was a net loss of $1.9 million compared to a net income of $13.7 million in 2022. The lower 2023 results can be attributed to lower carried interest, including a reversal of net carried interest in the first quarter, placement fees incurred for a future fund that is not yet fee earning, and higher compensation and administrative expenses attributed to the investment management business.

Supplemental performance measures of the Investment Management segment are presented under "—Non-GAAP Measures."

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•Operating—The Operating segment generally records a net loss, taking into account the effects of real estate depreciation and intangible asset amortization. Our share of net loss reflects a 13% ownership in Vantage SDC and our interest in DataBank, which decreased from 22% as of June 2022 to 11% as of June 2023.

•Corporate and Other—Net loss generally reflects corporate level costs that have not been attributed to our reportable segments, primarily interest expense on senior notes and compensation and administrative expenses. Also included are the effects of fair value changes on investments carried at fair value, including our share of earnings from our fund investments. Net income in the 2023 quarter-to-date period can be attributed to fair value increases in fund investments. In the year-to-date periods, the significant net loss reflect large non-cash charges: (i) in 2023, a $133 million fair value write-down on an unsecured promissory note from the 2022 sale of our Wellness Infrastructure business; and (ii) in 2022, a $133 million debt extinguishment loss in connection with an early exchange of our 5.75% exchangeable notes (Note 8 to the consolidated financial statements).

A more detailed discussion of key components of revenue and income (loss) from continuing operations follows.


	Three Months Ended June 30,						Six Months Ended June 30,
(In thousands)	2023		2022		Change		2023		2022		Change
Revenues
Fee income	$	65,742	$	44,318	$	21,424	$	124,868	$	87,155	$	37,713
Carried interest allocation	79,254		110,779		(31,525)		24,498		79,700		(55,202)
Principal investment income (loss)	30,409		16,444		13,965		33,971		22,898		11,073
Property operating income	234,753		234,251		502		465,680		436,762		28,918
Other income	14,775		10,840		3,935		26,076		22,951		3,125
Total revenues	424,933		416,632		8,301		675,093		649,466		25,627
Expenses
Property operating expense	98,231		97,290		941		195,357		181,293		14,064
Interest expense	56,022		46,388		9,634		123,218		90,418		32,800
Investment expense	5,253		7,187		(1,934)		11,004		16,752		(5,748)
Transaction-related costs	1,113		2,756		(1,643)		9,640		2,921		6,719
Placement fees	3,653		—		3,653		3,653		—		3,653
Depreciation and amortization	149,562		155,352		(5,790)		291,136		283,919		7,217

Compensation expense—cash and equity-based	82,992		52,792		30,200		157,642		118,334		39,308
Compensation expense—incentive fee and carried interest allocation	36,076		49,069		(12,993)		(755)		28,717		(29,472)
Administrative expenses	25,763		26,353		(590)		52,269		54,238		(1,969)
Total expenses	458,665		437,187		21,478		843,164		776,592		66,572


Other gain (loss), net	(11,537)		(46,256)		34,719		(154,282)		(196,137)		41,855
Income (Loss) before income taxes	(45,269)		(66,811)		21,542		(322,353)		(323,263)		910
Income tax benefit (expense)	(3,269)		2,518		(5,787)		(4,311)		9,931		(14,242)
Income (Loss) from continuing operations	(48,538)		(64,293)		15,755		(326,664)		(313,332)		(13,332)
Income (Loss) from discontinued operations	(3,978)		(3,788)		(190)		(18,196)		(98,433)		80,237
Net income (loss)	(52,516)		(68,081)		15,565		(344,860)		(411,765)		66,905
Net income (loss) attributable to noncontrolling interests:
Redeemable noncontrolling interests	(2,441)		(14,327)		11,886		4,502		(25,547)		30,049
Investment entities	(39,667)		(29,102)		(10,565)		(124,495)		(92,147)		(32,348)
Operating Company	(1,745)		(3,090)		1,345		(18,407)		(25,952)		7,545
Net income (loss) attributable to DigitalBridge Group, Inc.	(8,663)		(21,562)		12,899		(206,460)		(268,119)		61,659
Preferred stock repurchases/redemptions	(927)		—		(927)		(927)		—		(927)
Preferred stock dividends	14,675		15,759		(1,084)		29,351		31,518		(2,167)
Net income (loss) attributable to common stockholders	$	(22,411)	$	(37,321)	14,910		$	(234,884)	$	(299,637)	64,753

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Fee Income


	Three Months Ended June 30,						Six Months Ended June 30,
(In thousands)	2023		2022		Change		2023		2022		Change
Management fees	$	64,744	$	43,559	$	21,185	$	121,902	$	85,750	$	36,152
Incentive fees	171		—		171		1,040		—		1,040
Other fee income	827		759		68		1,926		1,405		521
	$	65,742	$	44,318	21,424		$	124,868	$	87,155	37,713

Fee income increased $21.4 million or 48% in the quarter-to-date comparison and $37.7 million or 43% in the year-to-date comparison. The increase was driven by management fees from InfraBridge beginning February 2023 and from capital raised since July 2022, including the DataBank recapitalization, our new core equity fund and co-investment vehicles. Additionally, incentive fees in 2023 are attributed to our liquid securities strategy.

Carried Interest Allocation


	Three Months Ended June 30,						Six Months Ended June 30,
(In thousands)	2023		2022		Change		2023		2022		Change
Carried interest allocation
Realized	$	—	$	—	$	—	$	476	$	—	$	476
Unrealized	79,254		110,779		(31,525)		24,022		79,700		(55,678)
	$	79,254	$	110,779	(31,525)		$	24,498	$	79,700	(55,202)

Carried interest allocation represents gross carried interest from our general partner interests in sponsored investment vehicles prior to allocations to management and Wafra. Unrealized carried interest is subject to adjustments each period, including reversals, based upon the cumulative performance of the underlying investments of these vehicles that are measured at fair value, until such time the carried interest is realized.

Gross unrealized carried interest accrual was lower in 2023 in both periods under comparison. This is because the second quarter of 2022 had included a significant fair value increase on an investment in DBP I that was realized shortly thereafter, while in the first quarter of 2023, there was a higher reversal of carried interest for DBP II. As DBP II is still in the early stage of its lifecycle, the carried interest reversal is a function of continuing accrual of preferred returns over time at a higher rate than fair value increases on its underlying investments.

Principal Investment Income (Loss)

Principal investment income increased $14.0 million in the quarter-to-date comparison and $11.1 million in the year-to-date comparison. The increase represents higher earnings from equity interests in our sponsored funds, driven by unrealized fair value increases on the underlying fund investments, primarily the InfraBridge funds.

Property Operating Income and Expense


	Three Months Ended June 30,						Six Months Ended June 30,
(In thousands)	2023		2022		Change		2023		2022		Change
Property operating income
Operating segment
Lease income	$	213,244	207,951		$	5,293	$	423,646	$	392,122	$	31,524
Data center service revenue	20,193		19,642		551		39,998		37,978		2,020
Other property operating income	1,316		53		1,263		2,036		57		1,979
	234,753		227,646		7,107		465,680		430,157		35,523

Other
Lease income	—		6,605		(6,605)		—		6,605		(6,605)
	$	234,753	$	234,251	502		$	465,680	$	436,762	28,918
Property operating expense
Operating segment	$	98,231	$	94,744	$	3,487	$	195,357	$	178,747	$	16,610
Other	—		2,546		(2,546)		—		2,546		(2,546)
	$	98,231	$	97,290	941		$	195,357	$	181,293	14,064

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Operating Segment

Property operating income and expenses were higher in 2023, reflecting operating results from additional acquisitions, including DataBank's acquisition of four data centers in March 2022, and within the Vantage SDC portfolio, additional lease-up of expanded capacity and existing inventory throughout 2022. This was partially offset by higher lease termination fees in the second quarter of 2022 from the Vantage SDC portfolio.

At June 30, 2023, the Operating segment portfolio is composed of 74 data centers in the U.S., three in Canada, and one in the U.K., with five data centers in France held for disposition effective April 2023.


	June 30, 2023	December 31, 2022
Operating segment
Number of data centers (1)
Owned	36	35
Leasehold	47	49
	83	84
(In thousands, except %)
Max Critical I.T. Square Feet or Total Rentable Square Feet	2,430	2,405
Leased Square Feet	1,945	1,888
% Utilization Rate (% Leased)	80%	78%

__________

(1) One lease expired and was not renewed in the first quarter of 2023. A leasehold data center was acquired in May 2023.

On a same store basis, property operating income and expense also increased in 2023, driven by the Vantage SDC portfolio, attributable to increase in leased square footage from lease-up of expanded capacity and existing inventory.

Other

This represents property operating income and expense from a tower portfolio, acquired in June 2022 as a warehoused investment and transferred to our core equity fund in December 2022.

Other Income

Other income increased $3.9 million in the quarter-to-date comparison and $3.1 million in the year-to-date comparison. This can be attributed to higher interest income from our subordinated notes in a collateralized loan obligation ("CLO") and money market deposits, and dividend income from our consolidated credit fund. However, these amounts were partially offset by interest income from credit investments in 2022, in particular warehoused investments that were transferred to our new credit fund during the second half of 2022.

Interest Expense


	Three Months Ended June 30,						Six Months Ended June 30,
(In thousands)	2023		2022		Change		2023		2022		Change
Interest expense
Corporate debt	$	5,547	$	8,044	$	(2,497)	$	13,338	$	16,350	$	(3,012)
Non-recourse investment-level debt	50,475		38,344		12,131		109,880		74,068		35,812
	$	56,022	$	46,388	9,634		$	123,218	$	90,418	32,800

Corporate Debt—Interest expense decreased $2.5 million in the quarter-to-date comparison and $3.0 million in the year-to-date comparison as we continue to extinguish higher cost corporate debt. The decrease is attributed to repayment of our 5.00% convertible notes in April 2023 and additionally, in the year-to-date period, early exchange of our 5.75% exchangeable notes for common stock in March 2022.

Non-Recourse Investment-Level Debt—The increase of $12.1 million in the quarter-to-date comparison and $35.8 million in the year-to-date comparison was driven by: (i) write-off of unamortized deferred financing costs on DataBank's refinanced debt; (ii) higher outstanding debt balance in the Operating segment; and (iii) higher interest rates on Vantage SDC's new securitization and on DataBank's variable rate debt. These were partially offset by outstanding debt balance in 2022 in connection with the financing of warehoused tower assets and credit investments, all of which were repaid in the second half of 2022.

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Investment Expense

Investment expense decreased $1.9 million in the quarter-to-date comparison and $5.7 million in the year-to-date comparison. In 2022, there was higher third party costs associated with the day-to-day management of the Vantage SDC portfolio and transition services for DataBank's acquisition of zColo which ended in the second quarter of 2022.

Transaction-Related Costs

Transaction costs in all periods were driven by the InfraBridge acquisition, accrued beginning the second quarter of 2022, with a majority of the costs incurred at closing in February 2023.

Placement Fees

Placement fees was $3.7 million in the second quarter of 2023, incurred in connection with fundraising for our new digital infrastructure fund and co-investment vehicles.

Depreciation and Amortization

Depreciation and amortization expense decreased in the quarter-to-date comparison but increased in the year-to-date comparison. 2023 included additional expense related primarily to InfraBridge and DataBank acquisitions and data center improvements at DataBank. In contrast, 2022 had included higher accelerated amortization of lease intangibles from lease terminations, and additional expense in connection with short-term leases in the colocation data center business prior to their expiration and warehoused tower assets acquired in June 2022 that were transferred to our core equity fund in December 2022. The incremental expense in 2023 was lower in the quarter-to-date comparison, but higher in the year-to-date comparison. This is because the year-to-date period in 2022 included only a partial period of expense related to the DataBank portfolio acquired in March 2022.

Compensation Expense


	Three Months Ended June 30,						Six Months Ended June 30,
(In thousands)	2023		2022		Change		2023		2022		Change
Cash and equity-based compensation
Cash compensation and benefits	$	35,866	$	24,395	$	11,471	$	72,567	$	61,002	$	11,565
Equity-based compensation	20,691		8,168		12,523		31,461		17,147		14,314
	56,557		32,563		23,994		104,028		78,149		25,879
Operating segment
Cash and equity-based compensation	26,435		20,229		6,206		53,614		40,185		13,429

	$	82,992	$	52,792	30,200		$	157,642	$	118,334	39,308

Incentive and carried interest compensation allocation	$	36,076	$	49,069	$	(12,993)	$	(755)	$	28,717	$	(29,472)

Cash and equity-based compensation—Excluding the Operating segment, compensation expense increased $24.0 million in the quarter-to-date comparison and $25.9 million in the year-to-date comparison. Equity-based compensation expense was higher in 2023, driven by a performance-based award that met its target in 2023 and shortened vesting periods for previously modified awards. There was also an increase in cash compensation in 2023, attributed largely to InfraBridge and higher severance and retention costs, partially offset by discontinuance of an incentive program in 2023.

In the Operating segment, compensation expense also increased in both periods, attributed to new stock awards and higher headcount at DataBank.

Incentive and carried interest compensation allocation—Consistent with lower carried interest in 2023, the associated compensation expense was similarly lower in the quarter-to-date comparison. The 2023 year-to-date period, however, reflected a reversal of compensation expense. This is because management allocation of carried interest is reflected entirely as compensation expense for DBP II, which recorded a reversal of carried interest in the first quarter, but such allocation is split between compensation expense and net income attributable to noncontrolling interests for DBP I and its associated co-investment vehicles (Note 16 to the consolidated financial statements), which had positive carried interest.

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Administrative Expenses


	Three Months Ended June 30,						Six Months Ended June 30,
(In thousands)	2023		2022		Change		2023		2022		Change
Administrative expenses	$	16,922	$	17,443	$	(521)	$	36,188	$	38,429	$	(2,241)

Administrative expenses—Operating segment	8,841		8,910		(69)		16,081		15,809		272
	$	25,763	$	26,353	(590)		$	52,269	$	54,238	(1,969)

Total administrative expenses were largely consistent in the quarter-to-date comparison and decreased $2.0 million in the year-to-date comparison, driven by lower legal costs.

Other Gain (Loss), Net

Other loss was lower in both periods, decreasing $34.7 million to $11.5 million in the quarter-to-date comparison and $41.9 million to $154.3 million in the year-to-date comparison.

The higher net loss in 2022 was driven by decreases in fair value of credit investments and marketable equity securities, net of offsetting fair value changes on short positions. These were largely credit investments previously warehoused and no longer held on the balance sheet in 2023 and equity securities held by our consolidated liquid funds. Additionally, the year-to-date period included a non-cash debt extinguishment loss of $133.2 million in March 2022 in connection with an early exchange of our 5.75% exchangeable notes (Note 8 to the consolidated financial statements). The losses in 2022 were partially offset by a decrease in the liability fair value of warrants issued to Wafra (Note 13 to the consolidated financial statements).

In comparison, the net loss in 2023 can be attributed mainly to fair value decrease on a warehoused equity investment and increase in the warrant liability fair value, with the year-to-date period including a $133.3 million write-down in value in March 2023 on an unsecured promissory note from the 2022 sale of our Wellness Infrastructure business

Income Tax Benefit (Expense)

Income tax expense was recorded in 2023 of $3.3 million quarter-to-date and $4.3 million year-to-date, while income tax benefit was recorded in 2022 of $2.5 million quarter-to-date and $9.9 million year to-date.

Income tax expense in 2023 primarily reflects the income tax effect of foreign subsidiaries, largely the InfraBridge investment management business. The Company has otherwise established a full valuation allowance on the deferred tax assets of its taxable U.S. entities, resulting in no U.S. income tax provision for these subsidiaries in 2023, outside of the Operating segment.

Income tax benefit in 2022 can be attributed primarily to deferred tax benefit on net operating losses of a subsidiary. A valuation allowance was subsequently established against this deferred tax asset in the fourth quarter of 2022.

Income (Loss) from Discontinued Operations


	Three Months Ended June 30,						Six Months Ended June 30,
(In thousands)	2023		2022		Change		2023		2022		Change




















Income (Loss) from discontinued operations	$	(3,978)	$	(3,788)	$	(190)	$	(18,196)	$	(98,433)	$	80,237
Income (Loss) from discontinued operations attributable to noncontrolling interests:
Investment entities	(25)		386		(411)		492		(5,789)		6,281
Operating Company	(286)		(314)		28		(1,360)		(7,424)		6,064
Income (Loss) from discontinued operations attributable to DigitalBridge Group, Inc.	$	(3,667)	$	(3,860)	193		$	(17,328)	$	(85,220)	67,892

Loss from discontinued operations in 2023 reflect largely the $9.7 million impairment of BRSP shares prior to disposition in March 2023.

Loss from discontinued operations in 2022 was driven by disposition of the Wellness Infrastructure business in February 2022, specifically, a $92.1 million write-off of unamortized deferred financing costs on the Wellness Infrastructure debt assumed by the buyer, and impairment loss based upon final carrying value of the Wellness Infrastructure net assets upon disposition.

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Non-GAAP Supplemental Financial Measures

We report Distributable Earnings, Adjusted Earnings before Interest, Taxes, Depreciation and Amortization (“Adjusted EBITDA”) and, specific to our Investment Management segment, Fee Related Earnings (“FRE”) as non-GAAP financial measures attributable to the Operating Company.

We use these non-GAAP financial measures in evaluating the Company’s business performance and in making operating decisions. As we evaluate profitability based upon continuing operations, these non-GAAP measures exclude results from discontinued operations.

These non-GAAP financial measures should not be considered alternatives to GAAP net income or loss as indicators of operating performance, or to cash flows from operating activities as measures of liquidity, nor as indicators of the availability of funds for our cash needs, including funds available to make distributions. Our calculation of these non-GAAP measures may differ from methodologies utilized by other companies for similarly titled performance measures and, as a result, may not be directly comparable to those calculated by other companies in similar lines of business.

Results of our non-GAAP measures attributable to the Operating Company were as follows:


	Three Months Ended June 30,
(In thousands)	2023		2022
Attributable to Operating Company:
Distributable Earnings	$	10,012	$	603
Adjusted EBITDA	42,884		30,928
Investment Management FRE	34,398		20,759

Distributable Earnings

Distributable Earnings is an after-tax measure that differs from GAAP net income or loss from continuing operations as a result of the following adjustments, including adjustment for our share of similar items recognized by our equity method investments, where applicable: transaction-related costs; restructuring charges (primarily severance and retention costs); realized and unrealized gains or losses, except realized gains or losses related to digital assets, including fund investments, in Corporate and Other; depreciation, amortization and impairment charges; interest expense on finance leases; debt prepayment penalties and amortization of deferred financing costs, debt premiums and discounts; our share of unrealized carried interest allocation, net of associated compensation expense; equity-based compensation costs; effect of straight-line lease income and expense; impairment of equity investments directly attributable to decrease in value of depreciable real estate held by the investee; non-revenue enhancing capital expenditures necessary to maintain operating real estate; and income tax effect on certain of the foregoing adjustments. Income taxes included in DE reflect the benefit of deductions arising from certain expenses that are excluded from the calculation of DE, such as equity-based compensation, as these deductions do decrease actual income tax paid or payable by the Company in any one period.

We believe that DE is a meaningful supplemental measure as it reflects the ongoing operating performance of our core business by generally excluding items that are non-core in nature, and allows for our operating results to be more comparable period-over-period and relative to other companies in similar lines of business.

Adjusted EBITDA

Adjusted EBITDA represents DE adjusted to exclude the following items attributable to the Operating Company: interest expense as included in DE, income tax benefit or expense as included in DE, preferred stock dividends, principal investment income or loss as included in DE, placement fee expense, our share of incentive fees and realized carried interest allocation or reversal net of associated compensation expense or reversal, certain investment costs for capital raising that are not reimbursable by our sponsored funds, and capital expenditures as deducted in DE.

We believe that Adjusted EBITDA is a meaningful supplemental measure of performance because it presents the Company’s operating performance independent of its capital structure, leverage and non-cash items, which allows for better comparability against entities with different capital structures and income tax rates. However, because Adjusted EBITDA is calculated without the effects of certain recurring cash charges, including interest expense, taxes, capital expenditures or other recurring cash requirements, its usefulness as a performance measure may be limited.

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Distributable Earnings and Adjusted EBITDA Reconciliation


	Three Months Ended June 30,
(In thousands)	2023		2022
Net income (loss) attributable to common stockholders	$	(22,411)	$	(37,321)
Net income (loss) attributable to noncontrolling interests in Operating Company	(1,745)		(3,090)
Net income (loss) attributable to Operating Company	(24,156)		(40,411)
Transaction-related and restructuring charges	7,823		29,300
Other (gain) loss, net (excluding realized gain or loss related to digital assets and fund investments in Corporate and Other)	(15,990)		15,134
Unrealized carried interest allocation, net of associated expense allocation	(43,791)		(58,775)
Equity-based compensation expense	25,937		9,344
Depreciation and amortization	149,263		153,548
Straight-line rent (revenue) and expense, net	(1,860)		(2,956)
Amortization of acquired above-market and (below-market) leases, net	370		(10)
Impairment loss	—		12,184

Non-revenue enhancing capital expenditures	(8,284)		(13,377)
Finance lease interest expense, debt prepayment penalties and amortization of deferred financing costs, debt premiums and discounts	7,578		5,238
Preferred stock redemption (gain) loss	(927)		—

Adjustments attributable to noncontrolling interests in investment entities (1)	(88,604)		(91,676)
DE of discontinued operations (2)	2,653		(16,940)
Distributable Earnings, after tax—attributable to Operating Company	10,012		603
Adjustments attributable to Operating Company:
Interest expense included in DE	10,130		14,142
Income tax (benefit) expense included in DE	2,825		(2,662)
Preferred stock dividends	14,675		15,759

Placement fees	3,653		—
Realized incentive fee and carried interest allocation, net of associated expense allocation	883		—
Non-revenue enhancing capital expenditures deducted from DE	706		3,086

Adjusted EBITDA—attributable to Operating Company	$	42,884	$	30,928

__________

(1) Noncontrolling interests' share of adjustments pertain largely to depreciation and amortization; interest expense on finance leases, debt prepayment penalties and amortization of deferred financing costs, debt premiums and discounts; unrealized carried interest allocation, net of associated compensation expense allocation; and non-revenue enhancing capital expenditures.

(2) Equity method earnings (loss) from BRSP, which qualified as discontinued operations in March 2023, is included in DE of discontinued operations for all periods presented.

Investment Management FRE

Investment Management FRE is calculated as recurring fee income and other income inclusive of cost reimbursements associated with administrative expenses, and net of compensation expense (excluding equity-based compensation, and incentive and carried interest compensation expense or reversal) and administrative expense (excluding placement fees and straight-line rent expense). Investment Management FRE is used to assess the extent to which direct base compensation and operating expenses are covered by recurring fee revenues in the investment management business. We believe that Investment Management FRE is a useful supplemental performance measure because it may provide additional insight into the profitability of the overall investment management business.

Investment Management FRE is measured as Adjusted EBITDA for the Investment Management segment, adjusted to reflect the Company’s Investment Management segment as a stabilized business by excluding FRE associated with new investment strategies that have 1) not yet held a first close raising FEEUM; or 2) not yet achieved break-even Adjusted EBITDA only for investment products that may be terminated solely at the Company’s discretion, collectively referred to as “Start-up FRE.” The Company evaluates new investment strategies on a regular basis and excludes Start-Up FRE from Investment Management FRE until such time a new strategy is determined to form part of the Company’s core investment management business.

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Investment Management FRE Reconciliation


	Three Months Ended June 30,
(In thousands)	2023		2022
Net income (loss)—Investment Management	$	35,177	$	67,995
Interest expense, net of interest income	2,268		2,771
Investment expense, net of reimbursement	—		(200)
Depreciation and amortization	11,039		5,375
Equity-based compensation	17,099		3,361
Incentive fee and carried interest allocation, net of associated expense allocation	(43,349)		(61,710)
Straight-line rent expense	(39)		76
Placement fees	3,653		—
Transaction-related and restructuring charges	3,025		4,042
Principal investment (income) loss	(1,604)		(1,016)
Other (gain) loss, net	3,608		424
Income tax (benefit) expense	2,356		2,006
Investment Management Adjusted EBITDA	33,233		23,124
Start-up FRE	1,165		2,335
Investment Management FRE	34,398		25,459
Attributable to redeemable noncontrolling interests (1)	—		(4,700)
Investment Management FRE—attributable to Operating Company	$	34,398	$	20,759

__________

(1) Wafra's interest in the investment management business was redeemed in May 2022.

Liquidity and Capital Resources

We regularly evaluate our liquidity position, debt obligations, and anticipated cash needs to fund our business and operations based upon our projected financial performance. Our evaluation of future liquidity requirements is regularly reviewed and updated for changes in internal projections, economic conditions, competitive landscape and other factors as applicable.

Liquidity Needs and Sources of Liquidity

Our primary liquidity needs are to fund:

•our general partner and co-investment commitments to our investment vehicles;

•acquisitions of target investment management businesses;

•warehouse investments pending the raising of third party capital for future investment vehicles;

•principal and interest payments on our debt;

•our operations, including compensation, administrative and overhead costs;

•dividends to our preferred and common stockholders;

•our liability for corporate and other taxes;

•obligation for lease payments, principally corporate offices and leasehold data centers;

•development, construction and capital expenditures on our operating real estate; and

Our primary sources of liquidity are:

•cash on hand;

•fees received from our investment management business, including our share of realized net incentive fees and carried interest;

•cash flow generated from our investments, both from operations and return of capital;

•availability under our Variable Funding Notes ("VFN");

•issuance of additional term notes under our corporate securitization;

•third party co-investors in our consolidated investments and/or businesses;

•proceeds from full or partial realization of investments;

•investment-level financing; and

•proceeds from public or private equity and debt offerings.

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Overview

At June 30, 2023, our liquidity position was approximately $505 million, composed of corporate unrestricted cash and including the full $300 million availability under our VFN.

We believe we have sufficient cash on hand, and anticipated cash generated from operating activities and external financing sources, to meet our short term and long term capital requirements.

While we have sufficient liquidity to meet our operational needs, we continue to evaluate alternatives to manage our capital structure and market opportunities to strengthen our liquidity and to provide further operational and strategic flexibility.

Significant Liquidity and Capital Activities in 2023

Sources of Funds

•$202 million in net proceeds from full disposition of our BRSP shares in March 2023.

Uses of Funds

•Acquisition of InfraBridge in February 2023 for $314 million, net of cash assumed

•$200 million repayment of our convertible senior notes upon maturity in April 2023

•$90 million contingent earnout payment to Wafra in March 2023.

Liquidity Needs and Capital Activities

Dividends

Common Stock—The payment of common stock dividends and determination of the amount thereof is at the discretion of our Board of Directors. The Company reinstated quarterly common stock dividends at $0.01 per share beginning the third quarter of 2022, having previously suspended common stock dividends from the second quarter of 2020 through the second quarter of 2022.

Preferred Stock—We have outstanding preferred stock totaling $822 million, bearing a weighted average dividend rate of 7.135% per annum, with aggregate dividend payments of $14.7 million per quarter.

Contractual Obligations, Commitments and Contingencies

Debt Obligation

As of the date of this filing, our corporate debt is composed of a securitized financing facility and exchangeable senior notes issued by the OP, all of which are recourse to the Company, as described in Note 8 to the consolidated financial statements.


($ in thousands)	Outstanding Principal		Interest Rate (Per Annum)		Maturity or Anticipated Repayment Date	Years Remaining to Maturity
Corporate debt:
Securitized financing facility—fixed rate	$	300,000	3.93	%	September 2026	3.2
Exchangeable senior notes—fixed rate	78,422		5.75	%	July 2025	2.0
	$	378,422

Investment-level secured debt is non-recourse to DBRG and serviced through operating and/or investing cash generated by the respective borrower subsidiaries in the Operating segment and by our consolidated fund. Corporate-level cash is not applied to service investment-level debt.

Investment Commitments

Fund Commitments—As general partner, we typically have minimum capital commitments to our sponsored funds. With respect to our flagship value-add funds, DBP I and DBP II, and InfraBridge GIF I and GIF II funds, we have made additional capital commitments as a general partner affiliate alongside our limited partner investors. Our fund capital investments further align our interests to our investors. As of June 30, 2023, we have unfunded commitments totaling $132 million to our sponsored funds. Generally, the timing for funding of these commitments is not known and the commitments are callable on demand at any time prior to their respective expirations.

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Contingent Consideration

Wafra Redemption—In connection with the May 2022 redemption of Wafra's interest in our investment management business, additional contingent consideration is payable based upon future capital raise thresholds, with up to 50% payable in shares of our class A common stock at our election. Depending upon cumulative capital raised through 2023, up to $35 million of the remaining contingent consideration may become payable in March 2024.

InfraBridge Acquisition—In connection with the InfraBridge acquisition in February 2023, contingent consideration of up to $129 million may become payable based upon achievement of future fundraising targets for the third and fourth flagship InfraBridge funds. The current estimated fair value of the contingent consideration is $11 million.

Warehoused Investments

We temporarily warehouse investments on behalf of prospective sponsored investment vehicles that are actively fundraising. The warehoused investments are transferred to the investment vehicle when sufficient third party capital, including debt, is raised. Generally, the timing of future warehousing activities is not known. Nevertheless, investment warehousing is undertaken only if it is determined that we will have sufficient liquidity through the anticipated warehousing period.

At June 30, 2023, warehoused investments aggregate to $51 million at cost.

Carried Interest Clawback

Depending on the final realized value of all investments at the end of the life of a fund (and, with respect to certain funds, periodically during the life of the fund), if it is determined that cumulative carried interest distributions have exceeded the final carried interest amount earned (or amount earned as of the calculation date), we are obligated to return the excess carried interest received. Therefore, carried interest distributions may be subject to clawback if decline in investment values results in cumulative performance of the fund falling below minimum return hurdles in the interim period. If it is determined that the Company has a clawback obligation, a liability would be established based upon a hypothetical liquidation of the net assets of the fund at reporting date. The actual determination and required payment of any clawback obligation would generally occur after final disposition of the investments of the fund or otherwise as set forth in the governing documents of the fund.

If the related carried interest distributions received by the Company are subject to clawback, the previously distributed carried interest would be similarly subject to clawback from employees. The Company generally withholds a portion of the distribution of carried interest to employees to satisfy their potential clawback obligation.

At June 30, 2023, the Company has no liability for clawback obligations on distributed carried interest.

Lease Obligations

At June 30, 2023, we had $52.2 million of operating lease obligations on our corporate offices, which are funded through corporate operating cash. The lease obligation amount represents fixed lease payments, excluding any contingent or other variable lease payments, and factor in lease renewal or termination options only if it is reasonably certain that such options would be exercised.

Separately, finance and operating lease obligations on leasehold data centers in the Operating segment are satisfied through operating cash generated by the respective investment properties.

Sources of Liquidity

Debt Funding

As of the date of this filing, we have $378 million of outstanding principal on our corporate debt, as discussed above under "—Debt Obligation."

Our securitized financing facility is subject to various covenants, including financial covenants that require the maintenance of minimum thresholds for debt service coverage ratio and maximum loan-to-value ratio, as defined. As of the date of this filing, we are in compliance with all of the financial covenants, and the full $300 million is available to be drawn on our VFN.

Our securitized financing facility allows for the issuance of additional term notes in the future to supplement our liquidity. The decision to enter into a particular financing arrangement is made after consideration of various factors including future cash needs, current sources of liquidity, demand for the Company’s debt or equity, and prevailing interest rates.

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Cash From Operations

Fee-Related Earnings—We generate FRE from our Investment Management segment, generally encompassing recurring fee income net of associated compensation and administrative expenses. Following the redemption of Wafra's 31.5% interest in our investment management business in May 2022, 100% of Investment Management FRE is attributable to us. Management fee income is generally a predictable and stable revenue stream. Our ability to generate new management fee streams through establishing new investment vehicles and raising investor capital depends on general market conditions and availability of attractive investment opportunities as well as availability of debt capital.

Incentive Fees—Incentive fees, net of employee allocations, are earned based upon the financial performance of a vehicle above a specified return threshold, which is largely driven by appreciation in value of underlying investments. Incentive fees are recognized as fee income when they are no longer probable of significant reversal. As investment fair values and changes thereof could be affected by various factors, including market and economic conditions, incentive fees are by nature less predictable in amount and timing.

Carried Interest Distributions—Carried interest is distributed generally upon profitable disposition of an investment if at the time of distribution, cumulative returns of the fund exceed minimum return hurdles. Carried interest distributions are recognized in earnings net of clawback obligations, if any. The amount and timing of carried interest distributions received may vary substantially from period to period depending upon the occurrence and size of investments realized by our sponsored funds.

Investments—Our investments generate cash through income distributions and return of our invested capital.

Asset Monetization

We periodically monetize our investments through opportunistic asset sales or to recycle capital from non-core assets. In March 2023, our BRSP shares were fully disposed for net proceeds of $202 million.

We have other marketable equity securities that are available for future monetization, valued at $19.5 million at June 30, 2023.

Public Offerings

We may offer and sell various types of securities from time to time at our discretion based upon our needs and depending upon market conditions and available pricing.

Consolidated Cash Flows

The following table summarizes the activities from our consolidated statements of cash flows, including discontinued operations.


	Six Months Ended June 30,
(In thousands)	2023		2022
Cash, cash equivalents and restricted cash—beginning of period	$	1,036,739	$	1,766,245
Net cash provided by (used in):
Operating activities	92,205		74,067
Investing activities	(571,554)		(2,152,406)
Financing activities	24,106		760,345
Effect of exchange rates on cash, cash equivalents and restricted cash	74		(2,415)
Cash, cash equivalents and restricted cash—end of period	$	581,570	$	445,836

Operating Activities

Cash inflows from operating activities are generated primarily through fee income, including incentive fees, and distributions of our share of net carried interest from our investment management business, property operating income from our real estate investments, interest received from warehoused loans, and distributions of earnings received from equity investments. This is partially offset by payment of operating expenses, including property management and operations, investment transaction-related costs, as well as compensation and general administrative costs.

Our operating activities generated net cash inflows of $92.2 million in 2023 and $74.1 million in 2022.

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Investing Activities

Investing activities include primarily cash outlays for business combination, acquisition of real estate, origination or acquisition of warehoused loans and disbursement on subsequent drawdowns, and new equity investments and subsequent capital contributions. These are partially offset by repayments, sales and transfers of warehoused investments, distributions of capital received from equity investments, and proceeds from sale of real estate and equity investments.

Our investing activities generated net cash outflows of $571.6 million in 2023 and $2.2 billion in 2022. Cash outlays in 2023 can be attributed primarily to a business combination, data center acquisition and capital expenditures in the Operating segment and investing activities of our consolidated funds, partially offset by the sale of BRSP shares. 2022 cash outlays were driven by the acquisitions of TowerCo and data centers in the Operating segment.

•Business combination—In 2023, we paid $314.3 million (net of cash assumed) for the acquisition of InfraBridge.

•Equity investments—Equity investments generated net cash inflows in both years.

In 2023, equity investments recorded net cash inflows of $245.1 million, attributed primarily to $201.6 million from the sale of BRSP shares, return of capital from a non-digital equity investment following a final sale of its underlying assets, and investing activities of our consolidated liquid funds which hold marketable equity securities. These cash inflows were partially offset by funding of our fund commitments.

2022 saw net cash outflows of $33.3 million, largely representing the trading activities in marketable equity securities by our consolidated liquid funds, in addition to funding of our fund commitments.

•Real estate investments—Real estate investing activities generated net cash outflows in both years.

Net cash outflows in 2023 was $511.0 million, attributed to Databank's data center acquisition in Dallas and capital expenditures in our data center portfolio, including payments for build-out of expansion capacity and lease-up within the Vantage SDC portfolio.

2022 saw net cash outflows of $1.9 billion, attributed primarily to the acquisition of TowerCo and, to a lesser extent, to DataBank's Houston portfolio acquisition, data center capital expenditures, and payments for build-out of expansion capacity and lease-up within the Vantage SDC portfolio. Also contributing to the cash outflows was cash assumed by the buyer in the sale of real estate investment holding entities in our Wellness Infrastructure business. All of these outflows were partially offset by proceeds received from our Wellness Infrastructure sale.

•Debt investments—Our debt investments generated minimal net cash inflows in 2023 and substantial net cash outflows in 2022.

Having relinquished all of our warehoused debt investments in 2022, the only cash activity with respect to debt investments in 2023 was the full repayment of a loan held by DataBank of $6.8 million.

In 2022, net cash outflows of $226.5 million were driven by origination and acquisition of loans that were warehoused for future investment vehicles, partially offset by a loan syndication. These warehoused loans were subsequently transferred to our sponsored credit fund and to a third party sponsored collateralized loan obligation ("CLO") in the second half of 2022.

Financing Activities

We may draw upon our securitized financing facility to finance our operating activities, as well as have the ability to raise capital in the public markets through issuances of preferred stock, common stock and private placement notes. Accordingly, we incur cash outlays primarily for payments on our corporate debt, and dividends to our preferred stockholders and common stockholders. Separately, subsidiaries in the Operating segment finance their investing activities largely through investment-level secured debt and incur cash outlays for debt servicing and distributions to their third party investors who represent noncontrolling interests.

Financing activities generated net cash inflows in both years.

•In 2023, the net cash inflows of $24.1 million represents primarily $421.1 million of additional investment-level debt in the Operating segment, largely offset by repayment of our $200 million 5.00% convertible senior notes, $90 million contingent consideration payment to Wafra, $73.5 million distributed for capital redeemed by a noncontrolling interest in a consolidated liquid fund, and income distribution to noncontrolling interests in Vantage SDC.

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•The financing net cash inflows of $760.3 million in 2022 was driven by financing for the acquisition of TowerCo and the DataBank data center acquisition through term loans and capital contributions from noncontrolling interests totaling $1.1 billion. Financing cash inflows also included draws on our corporate VFN revolver and on credit facilities to finance bank-syndicated warehoused loans that were intended to be securitized. In the third quarter of 2022, these loans were transferred into a third party CLO and the corresponding warehouse facilities were repaid. The cash inflows were partially offset by $388.5 million of cash paid to redeem Wafra's interest in our investment management business. Other notable cash outflows included acquisition of noncontrolling interest in DataBank and distributions to various noncontrolling interests.

Guarantees and Off-Balance Sheet Arrangements

We have no guarantees or off-balance sheet arrangements that we believe are reasonable likely to have a material effect on our financial condition.

Critical Accounting Policies and Estimates

Our financial statements are prepared in accordance with GAAP, which requires the use of estimates and

assumptions that involve the exercise of judgment and that affect the reported amounts of assets, liabilities, and the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Our critical accounting policies and estimates are integral to understanding and evaluating our reported financial results as they require subjective or complex management judgments, resulting from the need to make estimates about the effect of matters that are inherently uncertain and unpredictable.

There have been no changes to our critical accounting policies or those of our unconsolidated joint ventures since the filing of our Annual Report on Form 10-K for the year ended December 31, 2022.

With respect to all critical estimates, we have established policies and control procedures which seek to ensure that estimates and assumptions are appropriately governed and applied consistently from period to period. We believe that all of the decisions and assessments applied were reasonable at the time made, based upon information available to us at that time. Due to the inherently judgmental nature of the various projections and assumptions used, and unpredictability of economic and market conditions, actual results may differ from estimates, and changes in estimates and assumptions could have a material effect on our financial statements in the future.

Recent Accounting Updates

The effects of accounting standards adopted in 2023 and the potential effects of accounting standards to be adopted in the future are described in Note 2 to our consolidated financial statements in Item 1 of this Quarterly Report.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

Market risk represents the risk of financial loss from adverse movement in market prices. The primary sources of market risk are interest rates, foreign currency rates, equity prices and commodity prices.

Our business is exposed primarily to the effect of market risk on our fee income and net carried interest allocation, foreign currency risk on non-U.S. investment management business and foreign denominated warehoused investments (if any), interest rate risk on our VFN and other variable rate debt financing warehoused investments (if any), and, equity price risk on marketable equity securities of consolidated funds.

Separately, the Operating segment is exposed to interest rate risk on variable rate debt, foreign currency risk on its non-U.S. business and commodity price risk.

Market Risk Effect on Fee Income and Net Carried Interest Allocation

Management Fees—To the extent management fees are based upon fair value of the underlying investments of our managed investment vehicles, an increase or decrease in fair value will directly affect our management fee income. Generally, our management fee income is calculated based upon investors' committed capital during the commitment period of the vehicle, and thereafter, contributed or invested capital during the investing and liquidating periods. To a lesser extent, management fees are based upon the net asset value of vehicles in our Liquid Strategies, measured at fair value. At June 30, 2023, our Liquid Strategies make up 4% of our $29 billion FEEUM. Accordingly, most of our management fee income will not be directly affected by changes in investment fair values.

Incentive Fees and Carried Interest—Incentive fees and carried interest, net of management allocations, are earned based upon the financial performance of a vehicle above a specified return threshold, which is largely driven by

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appreciation in value of underlying investments. Carried interest is subject to reversal until such time it is realized, which generally occurs upon disposition of all underlying investments of an investment vehicle, or in part with each disposition. The extent of the effect of fair value changes to the amount of incentive fees and carried interest earned will depend upon the cumulative performance of an investment vehicle relative to its return threshold, the performance measurement period used to calculate incentives and carried interest, and the stage of the vehicle's lifecycle. Investment fair values in turn could be affected by various factors, including but not limited to, the financial performance of the portfolio company, economic conditions, foreign exchange rates, comparable transactions in the market, and equity prices for publicly traded securities. Therefore, fair value changes are unpredictable and the effect on incentive fee and carried interest varies across different investment vehicles.

Foreign Currency Risk

As of June 30, 2023, we have limited direct foreign currency exposure from our foreign operations and foreign currency denominated investments warehoused on the balance sheet for future sponsored vehicles. Changes in foreign currency rates can adversely affect earnings and the value of our foreign currency denominated investments, including investments in our foreign subsidiaries.

We have exposure to foreign currency risk from the operations of our foreign subsidiaries to the extent these subsidiaries do not transact in U.S. dollars. Generally, this is limited to our recently acquired InfraBridge advisor subsidiary which receives fee income predominantly in U.S. dollars but incur operating costs in Pound Sterling ("GBP").

Our foreign currency denominated investments, which are temporarily warehoused on the balance sheet, are held by our U.S. subsidiaries. Our foreign currency exposure is limited to only one AUD equity investment (cost of investment at AUD 35 million).

Operating segment—For the substantial majority of subsidiaries in Canada that operate hyperscale data centers, the U.S. dollar is largely used as the transactional currency, in which case, there is generally very limited foreign currency exposure. Foreign subsidiaries that operate one colocation data center in the U.K. and five in France do not transact in U.S. dollars, but they make up only a small percentage of the overall Operating segment, which in turn is substantially owned by third party investors. Additionally, the French portfolio is currently held for disposition. Overall, our exposure to foreign currency risk from the operations of foreign subsidiaries in the Operating segment is limited.

Interest Rate Risk

Instruments bearing variable interest rates include debt obligations, which are subject to interest rate fluctuations that will affect future cash flows, specifically interest expense.

Corporate debt—Our corporate debt exposure to variable interest rates is limited to our VFN revolver, which had no outstanding amounts as of June 30, 2023.

Investment-level debt—Investment level financing, which totals $5.1 billion, consists primarily of fixed rate securitized notes and loans issued by subsidiaries in the Operating segment, Vantage SDC and DataBank. Of this amount, $0.5 billion or 10% is composed of variable rate debt at June 30, 2023. Investment level variable rate debt is indexed primarily to Term SOFR. As subsidiaries in the Operating segment are substantially owned by third party investors, the resulting increase in interest expense from higher interest rates will be attributed predominantly to noncontrolling interests, with a minimal share of that effect attributed to DBRG. Based upon the outstanding principal on investment level variable rate debt at June 30, 2023, a hypothetical 100 basis point increase in interest rates would increase annualized interest expense by $5.2 million on a consolidated basis or $0.6 million after attribution to noncontrolling interests.

Equity Price Risk

At June 30, 2023, we had $97 million of long positions and $46 million of short positions in marketable equity securities, held predominantly by our consolidated sponsored liquid funds. Realized and unrealized gains and losses from marketable equity securities are recorded in other gain (loss) on the consolidated statement of operations. Market prices for publicly traded equity securities may fluctuate due to a myriad of factors, including but not limited to, financial performance of the investee, industry conditions, economic and political environment, trade volume, and general sentiments in the equity markets. Therefore the level of volatility and price fluctuations are unpredictable. Our funds constantly rebalance their investment portfolio to take advantage of market opportunities and to manage risk. Additionally, one of our funds employs a long/short equity strategy, taking long positions that serve as collateral for short positions, which in combination, reduces its market risk exposure. The effect of equity price decreases to earnings attributable to our shareholders is further reduced as our consolidated liquid funds are substantially owned by third party capital, which represent noncontrolling interests.

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Commodity Price Risk

Operating segment—Certain operating costs in the data center portfolio in the Operating segment are subject to price fluctuations caused by volatility of underlying commodity prices, primarily electricity used in our data center operations. The cost of electricity is closely monitored at all locations and power utility contracts may be entered into to purchase electricity at fixed prices in certain locations in the U.S., with such contracts generally representing less than forecasted usage. The building of new data centers and expansion of existing data centers will also subject the Operating segment to commodity price risk with respect to building materials such as steel and copper. Additionally, the lead time to procure data center equipment is substantial and procurement delays could increase construction cost and delay revenue generation.

Item 4. Controls and Procedures.

Evaluation of Disclosure Controls and Procedures

We maintain disclosure controls and procedures (as defined in Rule 13a-15(e) and 15d-15(e) of the Exchange Act) that are designed to ensure that information required to be disclosed in our reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time period specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow for timely decisions regarding disclosure. In designing and evaluating the disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, and management is required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures. Accordingly, even effective disclosure controls and procedures can only provide reasonable assurance of achieving their control objectives.

As required by Rule 13a-15(b) of the Exchange Act, we have evaluated, under the supervision and with the participation of management, including our Chief Executive Officer and Chief Financial Officer, the effectiveness of our disclosure controls and procedures. Based upon our evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective at June 30, 2023.

Changes in Internal Control over Financial Reporting

There have been no changes in our internal control over financial reporting (as defined in Rule 13a-15(f) and 15d-15(f) of the Exchange Act) during the quarter ended June 30, 2023 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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PART II—OTHER INFORMATION

Item 1. Legal Proceedings.

The Company may be involved in litigation and claims in the ordinary course of business. As of June 30, 2023, the Company was not involved in any material legal proceedings.

Item 1A. Risk Factors.

There have been no material changes from the risk factors previously disclosed in response to "Part I—Item 1A. Risk Factors" of our Annual Report on Form 10-K for the year ended December 31, 2022, which is available on the SEC’s website at www.sec.gov.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

Purchases of Equity Securities by Issuer and Affiliated Purchasers

Pursuant to a stock repurchase program authorized by our board of directors and announced in July 2022, the Company may repurchase up to $200 million of its outstanding shares of class A common stock and/or preferred stock through various methods, including open market repurchases, negotiated block transactions, accelerated share repurchases, open market solicitations and Rule 10b5-1 plans. The stock repurchase program expired in June 2023.

The following table presents information related to purchases of the Company's Series H, I and J preferred stock during the quarter ended June 30, 2023:


Period	Total Number of Preferred Shares Purchased	Weighted Average Price Paid Per Preferred Share		Total Number of Shares Purchased as Part of Publicly Announced Program	Maximum Approximate Dollar Value that May Yet Be Purchased Under the Program ($ in thousands)

April 1 through April 30, 2023	232,485	$	20.20	232,485	$	87,683
May 1 through May 31, 2023	—	—		—	87,683
June 1 through June 30, 2023	—	—		—	—
Total (1)	232,485	$	20.20	232,485	$	—

_______

(1) Represent stock purchases pursuant to the repurchase program described above that expired in June 2023.

Redemption of Membership Units in OP ("OP Units")

Holders of OP Units have the right to require the OP to redeem all or a portion of their OP units for cash or, at our option, shares of our class A common stock on a one-for-one basis. In the second quarter of 2023, in satisfaction of redemption request by a former employee OP Unit holder, 253,084 shares of our class A common stock were issued to the former employee.

Such shares of class A common stock, as described above, were issued in reliance on Section 4(a)(2) of the Securities Act of 1933, as amended.

Item 3. Defaults Upon Senior Securities.

None.

Item 4. Mine Safety Disclosures.

Not applicable.

Item 5. Other Information.

Amended and Restated Bylaws

On August 1, 2023, the Company’s Board of Directors (the “Board”) amended and restated the Company’s Amended and Restated Bylaws (as restated, the “Amended and Restated Bylaws”), effective immediately, to (i) expressly provide for the ability of stockholders to participate in meetings of stockholders by electronic transmission; (ii) require any stockholder directly or indirectly soliciting proxies from other stockholders to use a proxy card color other than white, (iii) implement and update the procedure and information requirements for the nominations of persons for election to the Board, including

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to address matters relating to the new universal proxy rules set forth in Rule 14a-19 under the Securities Exchange Act of 1934, as amended, as well as clarifying the ability to disregarded a nomination or proposal which does not meet such requirements; and (iv) make certain other administrative, clarifying, conforming and/or immaterial changes throughout.

The foregoing description of the Amended and Restated Bylaws is not complete and is qualified in its entirety by reference to the Amended and Restated Bylaws, which are filed as Exhibit 3.2 hereto in unmarked form, and as Exhibit 3.3 hereto in redline form marking the amendments described above, and are incorporated herein by reference.

Rule 10b5-1 Trading Plans

During the quarter ended June 30, 2023, none of the Company’s directors or executive officers adopted or terminated any contract, instruction or written plan for the purchase or sale of Company securities that was intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) or any “non-Rule 10b5-1 trading arrangement.”

Item 6. Exhibits.

Exhibit Number

Description

3.1*

Restated Charter of DigitalBridge Group, Inc.

3.2*

Amended and Restated Bylaws of DigitalBridge Group, Inc ., effective August 1, 2023

3.3*

Amended and Restated Bylaws of DigitalBridge Group, Inc., effective August 1, 2023 (redline)

10.1*†

Description of Early Bonus Payment for Chief E xecutive Officer

10.2*†

First Amendment to the Amended and Restated Employment Agreement by and between DigitalBridge Group, Inc. and Ronald M. Sanders, dated as of April 24, 2023

31.1*

Certification of Marc C. Ganzi, Chief Executive Officer, pursuant to Rule 13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

31.2*

Certification of Jacky Wu, Chief Financial Officer, pursuant to Rule 13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

32.1*

Certification of Marc C. Ganzi, Chief Executive Officer, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

32.2*

Certification of Jacky Wu, Chief Financial Officer, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

101.INS**

XBRL Instance Document

101.SCH

Inline XBRL Taxonomy Extension Schema

101.CAL

Inline XBRL Taxonomy Extension Calculation Linkbase

101.LAB

Inline XBRL Taxonomy Extension Label Linkbase

101.PRE

Inline XBRL Taxonomy Extension Presentation Linkbase

101.DEF

Inline XBRL Taxonomy Extension Definition Linkbase

104**

Cover Page Interactive Data File

__________

† Denotes a management contract or compensatory plan contract or arrangement.

* Filed herewith.

** The document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.

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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 thereunto duly authorized.

Dated: August 4, 2023


DigitalBridge Group, Inc.

By:						/s/ Marc C. Ganzi
						Marc C. Ganzi
						Chief Executive Officer (Principal Executive Officer)

By:						/s/ Jacky Wu
						Jacky Wu
						Chief Financial Officer (Principal Financial Officer)

By:						/s/ Sonia Kim
						Sonia Kim
						Chief Accounting Officer (Principal Accounting Officer)