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8-K - 8-K - Ares Management Corpa14-15079_18k.htm

Exhibit 99.1

 

 

ARES MANAGEMENT, L.P. REPORTS FIRST QUARTER 2014 RESULTS

 

·

Total assets under management1 increased 26.9% over the last twelve months to $77.0 billion as of March 31, 2014

 

 

·

Fee earning assets under management increased 20.3% over the last twelve months to $57.2 billion as of March 31, 2014

 

 

·

First quarter 2014 management fees of $139.9 million were up 28.7% compared to the same period in 2013; management fees represented 86% of total fee revenue in the first quarter 2014

 

 

·

First quarter 2014 economic net income was $77.4 million; pro forma for the initial public offering, economic net income after tax was $72.5 million or $0.34 per unit

 

 

·

First quarter 2014 distributable earnings were $54.5 million; pro forma distributable earnings after tax were $0.22 per common unit

 

 

·

First quarter 2014 GAAP net income2 was $56.2 million

 

LOS ANGELES-- Ares Management, L.P.  (the “Company,” “Ares,” “we,” and “our”) (NYSE:ARES) today reported its financial results for the quarter ended March 31, 2014. As Ares was not a public company during the reporting period, the financial results reported herein reflect those of our operating subsidiaries, Ares Holdings Inc. (“AHI”) and Ares Investments LLC (“AI LLC”) and their consolidated subsidiaries (“Consolidated Company Entities”) prior to our initial public offering (“IPO”) and the related reorganization.

 

“We are excited about the next growth phase for Ares as a public company,” commented Tony Ressler, Chief Executive Officer of the general partner of Ares. “We believe our diversified platform is well positioned to benefit from the growth in global demand for alternative investments as investors seek higher returns without taking commensurate risk.”

 

During the twelve months ended March 31, 2014, Ares reported growth in both assets under management and fee earning assets under management of 26.9% and 20.3%, respectively, reaching $77.0 billion and $57.2 billion, respectively.  This growth in AUM drove an increase in management fee revenue of 28.7% for the three months ended March 31, 2014 compared to the same period a year ago.

 

“Our first quarter results highlight the continued growth in our assets under management as our compelling investment track record and diverse fund offerings have enabled us to attract $17.0 billion of new investor capital over the last twelve months,” commented Michael Arougheti, President of the general partner of Ares.  “In addition, we have made significant new investments to expand our platform as evidenced by the addition of approximately 160 professionals over the last twelve months, including 110 that joined Ares in conjunction with the expansion of our Real Estate platform.  We believe these investments will help us continue our strong asset and management fee growth while further enhancing our diversity and scale.”

 

Economic net income for the three months ended March 31, 2014 was $77.4 million compared to $93.9 million for the first quarter of 2013.  The decline was primarily related to lower unrealized net performance fees in Tradable Credit as the first quarter of 2013 marked an unusually robust period for market appreciation on credit assets.  In addition, higher compensation and benefits and G&A costs were incurred in the first quarter of 2014 to support growth initiatives primarily as a result of the additional personnel employed from the acquisition of AREA Property Partners, L.P. (the “AREA Acquisition”), growth within the Direct Lending Group’s European platform and new non-investment professionals added in business development, information technology, legal and compliance.   On a pro forma basis, taking into consideration changes related to our IPO, which closed on May 7, 2014, our first quarter economic net income, net of income taxes, was $72.5 million or $0.34 per unit.

 

 


1                   In this press release we refer to certain non-GAAP financial measures, including assets under management, fee earning assets under management, economic net income and distributable earnings.  The definitions and reconciliations of these measures to the most directly comparable GAAP measures, as well as an explanation of why we use these measures, are included in this press release.

2                   GAAP net income excludes income attributable to non-controlling and redeemable interests in Consolidated Funds.

 

1



 

Distributable Earnings were $54.5 million for the three months ended March 31, 2014.  For the three months ended March 31, 2014, a distribution of approximately 85% of pre-tax Distributable Earnings, totaling approximately $46.0 million, was made to our pre-IPO owners.

 

 

ARES MANAGEMENT, L.P.

FIRST QUARTER 2014 KEY PERFORMANCE METRICS

 

$ in thousands unless otherwise noted

 

 

Three months ended
March 31,

 

 

 

 

2014

 

2013

 

 

 

 

 

 

 

 

Management Fees (including ARCC Part I Fees of $28.3 million and $23.8 million in 2014 and 2013, respectively)

 

 

$139,861

 

$108,630

 

 

 

 

 

 

 

 

Other Fees (Admin. & Deal Income)

 

 

6,865

 

4,660

 

Comp. & Benefits (1)

 

 

(90,354)

 

(64,915)

 

G&A (2)

 

 

(25,412)

 

(13,327)

 

Fee Related Earnings

 

 

$30,960

 

$35,048

 

 

 

 

 

 

 

 

Net Performance Fees

 

 

$22,705

 

$36,411

 

Net Investment Income

 

 

23,740

 

22,410

 

Performance Related Earnings

 

 

$46,445

 

$58,821

 

 

 

 

 

 

 

 

Economic Net Income

 

 

$77,405

 

$93,869

 

Pro Forma Economic Net Income After Income Taxes (3)

 

 

$72,468

 

 

 

Pro forma Economic Net Income After Income Taxes per Unit (3)(4)

 

 

$0.34

 

 

 

Distributable Earnings

 

 

$54,547

 

$62,807

 

Pro Forma Distributable Earnings After Income Taxes per Common Unit (3)(5)

 

 

$0.22

 

 

 

 

 

 

 

 

 

 

Other Data

 

 

 

 

 

 

Accrued Incentives (Gross)

 

 

$490,883

 

$469,636

 

Accrued Incentives (Net)

 

 

$186,868

 

$195,626

 

Management Fees as a Percentage of Total Fee Revenue (6)

 

 

86.0%

 

74.9%

 

 

(1)             Includes compensation and benefits of $27.7 million and $19.1 million for 2014 and 2013, respectively, that is not allocated to a business segment.

(2)             Includes G&A of $13.5 million and $5.6 million for 2014 and 2013, respectively, that is not allocated to a business segment.

(3)             Assumes our IPO and related reorganization had taken place on January 1, 2014.

(4)             Pro forma units of 213,622,248 includes both common units and Ares Operating Group Units exchangeable into common units.

(5)             Pro forma Distributable Earnings attributable to holders of common units over total common units outstanding of 80,667,664.  See Exhibit H for more detail.

(6)             Total fee revenue is calculated as management fees plus net performance fees.

 

Management Fee Revenue. Management fee revenue increased $31.2 million to $139.9 million for the three months ended March 31, 2014 compared to $108.6 million for the comparable period in 2013. The increase was driven by an increase in management fees primarily within (i) the Direct Lending Group as Ares Capital Corporation (“ARCC”) and certain European funds deployed additional capital and (ii) the Real Estate Group as the quarterly results reflected an increase of $13.7 million in management fees from the AREA Acquisition (closed during the third quarter of 2013).

 

Compensation and Benefits.  Compensation and benefits expenses increased $25.4 million for the three months ended March 31, 2014 compared to the first quarter of 2013.  The increase was partially attributable to $7.5 million from the addition of approximately 110 new personnel from the AREA Acquisition, $3.4 million from costs related to the externalization of the management of Ares’ European Direct Lending platform and $3.1 million attributable to new personnel in the Business Development Group.

 

General and Administrative Expenses.  General and administrative expenses increased $12.1 million for the three months ended March 31, 2014 compared to the three months ended March 31, 2013.  The increase was partially attributable to $4.1 million from expenses related to new office locations and other overhead costs associated with the AREA Acquisition and $0.6 million associated with other new office locations.

 

Fee Related Earnings.  FRE was $31.0 million for the three months ended March 31, 2014 compared to $35.1 million for the three months ended March 31, 2013, representing a decrease of $4.1 million. The decrease in FRE was primarily due to a decrease in one-time deferred management fees of $1.1 million earned in the first quarter of 2013 and an increase in compensation and benefits and general, administrative and other expenses of $25.4 million and $12.1 million, respectively. This decrease was partially offset by an increase in management fees and administrative fees and other income of $32.4 and $2.2 million, respectively, in 2014.

 

2



 

Performance Related Earnings.  PRE was $46.4 million for the three months ended March 31, 2014 compared to $58.8 million for the three months ended March 31, 2013. The decrease in PRE of $12.4 million was primarily attributable to the decreases in unrealized net performance fees of $10.2 million and realized net performance fees of $3.5 million.  The decrease was partially offset by an increase in interest and other income of $1.2 million in 2014.

 

Economic Net Income.  ENI was $77.4 million for the three months ended March 31, 2014 compared to $93.9 million for the three months ended March 31, 2013, representing a decrease of $16.5 million. The decrease in ENI was primarily driven by decreases in net performance fees of $13.7 million, and in FRE of $4.1 million, partially offset by an increase in net investment income of $1.3 million.  Pro forma ENI after the provision for income taxes was $72.5 million, or $0.34 per unit, for the first quarter of 2014.  The effective tax rate applied to pro forma ENI was 6.1% for the first three months of 2014.

 

Distributable Earnings.  Total DE decreased by $8.3 million to $54.5 million for the three months ended March 31, 2014 compared to the three months ended March 31, 2013.  The decrease was primarily due to a decrease of $3.5 million in net realized performance fees and an increase in compensation and benefits and general, administrative and other expenses of $25.4 million and $12.0 million, respectively.  This decrease was partially offset by an increase in management fees and administrative fees and other income of $32.4 and $2.2 million, respectively, in 2014.  Pro forma Distributable Earnings after applicable income taxes allocated to common unit holders were $0.22 per common unit for the first quarter of 2014.

 

Accrued Incentives.  Net accrued performance fees as of March 31, 2014 decreased by $8.8 million, or 4.5%, to $186.9 million when compared to $195.6 million as of March 31, 2013.  The decrease in net accrued incentives was primarily driven by the realization and payment of accrued incentive fees from our Private Equity fund ACOF II and ARCC.

 

Assets Under Management

 

 

AUM

 

 

March 31, 2014

($ in millions)

 

3 Months

 

12 Months

Beginning of Period AUM

 

$74,005

 

$60,696

Acquisitions

 

-

 

6,091

Commitments (1)

 

4,834

 

16,957

Capital Reduction (2)

 

(1,394)

 

(4,860)

Distribution (3)

 

(1,280)

 

(5,955)

Change in Fund Value (4)

 

881

 

4,117

End of Period AUM

 

$77,046

 

$77,046

Average AUM

 

$75,525

 

$68,871

 

(1)          Represents new commitments during the period, including equity and debt commitments, as well as equity offerings by our publicly traded vehicles and is offset by return of uncalled commitments to fund investors.

(2)          Represents the permanent reduction in leverage during the period.

(3)          Represents distributions and redemptions net of recallable amounts.

(4)          Includes fund net income, including interest income, realized and unrealized gains (losses), fees and expenses and the impact of revaluing foreign currency.

 

 

Total AUM was $77.0 billion as of March 31, 2014, an increase of $3.0 billion, or 4.1%, compared to total AUM of $74.0 billion as of December 31, 2013. The increase in AUM was primarily due to $4.8 billion of new commitments to our funds which was comprised of $4.3 billion in commitments to the Tradable Credit Group, including $316 million of new equity commitments and $3.9 billion of new debt commitments in leveraged loan funds and $96.1 million of new equity commitments in High Yield funds, $128 million of new capital commitments to ARCC and $350 million of commitments in the Real Estate Group to our publicly traded real estate debt fund, Ares Commercial Real Estate Corporation (“ACRE”).  The increase in AUM was partially offset by a capital reduction of $1.4 billion, primarily driven by the Tradable Credit and Real Estate Groups.  Distributions for the three months totaled $1.3 billion, of which $595.7 million was attributable to the Tradable Credit Group.

 

For the twelve months ended March 31, 2014, AUM increased $16.3 billion, or 26.9%, compared to total AUM of $60.7 billion as of March 31, 2013. The increase in AUM was primarily due to $17.0 billion of new commitments to our funds which was mainly comprised of $7.6 billion in commitments to the Tradable Credit Group’s leveraged loan funds, including $1.9 billion of new equity commitments and $5.7 billion of new debt commitments; $741 million in new equity commitments in the Tradable Credit Group High Yield funds; $2.1 billion of new equity commitments in the Tradable Credit Group Alternative Credit funds; $1.9 billion of new equity commitments and $2.9 billion of new debt commitments to the Direct Lending Group; and $1.1 billion of new equity commitments and $771 million in new debt commitments in the Real Estate Group.   In addition, the increase in AUM was also due to the $6.1 billion of AUM added from the AREA Acquisition in July 2013.  The increase in AUM was partially offset by capital reductions of $4.9 billion, of which $3.2 billion was attributable to the Tradable Credit Group, and distributions for the twelve months ended March 31, 2014 totaling $6.0 billion, of which $2.8 billion and $1.3 billion was attributable to the Tradable Credit and Real Estate Groups, respectively.

 

3



 

Fee Earning Assets Under Management

 

 

AUM

 

 

March 31, 2014

($ in millions)

 

3 Months

 

12 Months

Beginning of Period FEAUM

 

$59,162

 

$47,588

Acquisitions

 

-

 

5,384

Commitments (1)

 

259

 

2,919

Subscriptions / Deployment / Increase in Leverage (2)

 

1,731

 

9,477

Redemptions / Distributions / Decrease in Leverage (3)

 

(4,653)

 

(10,371)

Market Appreciation / (Depreciation) (4)

 

768

 

2,694

Change in Fee Basis (5)

 

(39)

 

(463)

End of Period FEAUM

 

$57,228

 

$57,228

Average FEAUM

 

$58,195

 

$52,408

 

(1)          Represents new commitments during the period for funds that earn management fees based on committed capital.

(2)          Represents subscriptions, capital deployment and increase in leverage (for funds that earn fees on a gross asset basis).

(3)          Represents redemptions, distributions and decrease in leverage (for funds that earn fees on a gross asset basis).

(4)          Includes fund net income, including interest income, realized and unrealized gains (losses), fees and expenses and the impact of revaluing foreign currency (for funds that earn management fees based on market value).

(5)          Represents the change of fee basis from committed capital to invested capital.

 

 

Total Fee Earning Assets Under Management (“FEAUM”) was $57.2 billion as of March 31, 2014, a decrease of $2.0 billion, or 3.3%, compared to total FEAUM of $59.2 billion as of December 31, 2013. The decrease in FEAUM was primarily due to $3.4 billion and $0.8 billion of Redemptions / Distributions / Decreases in Leverage in the Tradable Credit and Real Estate Groups, respectively.  The decrease in FEAUM was partially offset by Subscriptions / Deployment / Increase in Leverage of $1.7 billion, of which $971.0 million, $268.2 million, $487.2 million and $4.9 million was attributable to the Tradable Credit, Private Equity, Direct Lending and Real Estate Groups, respectively.

 

For the twelve months ended March 31, 2014, FEAUM increased $9.6 billion, or 20.3%, compared to total FEAUM of $47.6 billion as of March 31, 2013. The increase in FEAUM was primarily due to Subscriptions / Deployment / Increase in Leverage of $9.5 billion, which was mainly comprised of $4.3 billion in the Tradable Credit Group and $4.5 billion in the Direct Lending Group. In addition, the AREA Acquisition in July 2013 contributed $5.4 billion in FEAUM to the Real Estate Group. These increases were partially offset by Redemptions / Distributions / Decrease in Leverage of $10.4 billion, of which $7.0 billion was from the Tradable Credit Group, $1.6 billion from the Direct Lending Group, $0.4 billion from the Private Equity Group and $1.4 billion from the Real Estate Group.  Change in fund value totaled $2.7 billion across our portfolio during the twelve months ended March 31, 2014.

 

Incentive Generating AUM and Incentive Eligible AUM

 

($ in millions)

 

 

As of March 31, 2014

 

As of December 31, 2013

 

 

Incentive
Generating AUM

 

Incentive Eligible
AUM

 

Incentive
Generating AUM

 

Incentive Eligible
AUM

Tradable Credit Group

 

$4,920

 

$7,683

 

$5,351

 

$7,779

Direct Lending Group(1) 

 

8,969

 

13,474

 

8,763

 

13,122

Private Equity Group

 

4,075

 

9,296

 

4,184

 

9,595

Real Estate Group

 

1,550

 

5,508

 

1,572

 

5,645

Total

 

$19,514

 

$35,961

 

$19,870

 

$36,141

 

(1)          Includes the applicable IGAUM or IEAUM of ARCC as a result of ARCC Part II Fees.

 

 

Total Incentive Generating AUM (“IGAUM”) was $19.5 billion as of March 31, 2014, a decrease of $0.4 billion, or 1.8%, compared to total IEAUM of $19.9 billion as of December 31, 2013.

 

Total Incentive Eligible AUM (“IEAUM”) was $36.0 billion as of March 31, 2014 compared to $36.1 billion as of December 31, 2013.

 

4



 

Available Capital and Assets Under Management Not Earning Fees

 

($ in millions)

 

 

As of March 31, 2014

 

As of December 31, 2013

 

 

Available
Capital

 

AUM Not Yet
Earning Fees

 

Available
Capital

 

AUM Not Yet
Earning Fees

Tradable Credit Group

 

$5,094

 

$1,657

 

$1,723

 

$1,698

Direct Lending Group

 

7,177

 

6,894

 

7,215

 

6,684

Private Equity Group

 

4,406

 

737

 

4,462

 

720

Real Estate Group

 

1,516

 

519

 

1,866

 

881

Total

 

$18,193

 

$9,807

 

$15,266

 

$9,983

 

Total Available Capital was $18.2 billion as of March 31, 2014, an increase of $2.9 billion or 19.2%, compared to $15.3 billion as of December 31, 2013.  The increase was driven by growth in available capital of $3.4 billion within the Tradable Credit Group.  Total assets under management not yet earnings fees was $9.8 billion, a decrease of $0.2 billion or 2.0% compared to $10.0 billion as of December 31, 2013.

 

5



 

Tradable Credit Group

 

·     Management Fee Revenue: Management fee revenue was $33.7 million for the three months ended March 31, 2014 compared to $31.2 million for the three months ended March 31, 2013.  The increase was driven by a 6.0% increase in the average fee earning AUM during the three months ended March 31, 2014 compared to the comparable period in 2013.

 

o    Partially offsetting the management fee increase was $1.1 million in non-recurring management fee revenue that was received in the three months ended March 31, 2013 and not received in the comparable 2014 period.

 

·      Fee Related Earnings: FRE was $19.2 million for the three months ended March 31, 2014 compared to $19.9 million for the same period in 2013. The decrease in FRE was primarily due to an increase in compensation and benefits and general, administrative and other expenses of $3.3 million partially offset by the $2.5 million increase in management fee revenue.

 

·      Performance Related Earnings: PRE was $16.9 million for the three months ended March 31, 2014 compared to $43.9 million for the three months ended March 31, 2013. The decrease in PRE of $27.0 million was primarily attributable to the decrease in net performance fees of $16.8 million as credit asset appreciation in the first quarter of 2013 was more robust compared to the first quarter of 2014 and a decline in net investment income of $10.4 million.

 

·      Economic Net Income: ENI was $36.1 million for the three months ended March 31, 2014 compared to $63.8 million for the three months ended March 31, 2013, representing a decrease of $27.7 million.

 

·      Distributable Earnings: DE decreased to $40.7 million for the three months ended March 31, 2014 from $47.6 million for the three months ended March 31, 2013. The decrease was primarily due to a $4.3 million decrease in realized net performance fees and lower FRE.

 

 

 

For The Three Months Ended

($ in thousands)

 

March 31, 2014

 

March 31, 2013

Management Fee Revenue

 

$33,693

 

$31,170

Fee Related Earnings

 

$19,209

 

$19,928

Performance Related Earnings

 

$16,877

 

$43,896

Economic Net Income

 

$36,086

 

$63,824

Distributable Earnings

 

$40,704

 

$47,607

 

Note: Segment results are shown before the unallocated support costs of the Operations Management Group.

 

·      Total AUM: Total AUM increased 12.3% in the three months ended March 31, 2014 primarily due to $4.3 billion in new commitments to our leveraged loan funds and $0.1 billion in new commitments to our high yield bond funds.  Total AUM increased 20.3% in the twelve months ended March 31, 2014 primarily due to $7.6 billion in new commitments to our leveraged loan funds and $2.1 billion in new commitments to our alternative credit funds.

 

·      Fee Earning AUM: FEAUM decreased 8.2% in the three months ended March 31, 2014 primarily due to a $2.7 billion reduction in leverage on funds that earn fees on gross assets.  FEAUM increased 1.1% in the twelve months ended March 31, 2014 primarily due to $1.6 billion in Subscriptions / Deployment to our leveraged loan funds and $1.8 billion in Subscriptions / Deployment to our alternative credit funds.

 

 

 

Total AUM

 

Fee Earning AUM

 

AUM

 

 

March 31, 2014

 

March 31, 2014

 

($ in billions)

($ in millions)

 

3 Months

 

12 Months

 

3 Months

 

12 Months

 

GRAPHIC

Beginning of Period AUM

 

$27,928

 

$26,058

 

$25,982

 

$23,606

 

Acquisitions

 

-

 

-

 

-

 

-

 

Commitments

 

4,357

 

10,378

 

-

 

1,213

 

Subscriptions / Deployment

 

-

 

-

 

971

 

4,312

 

Capital Reduction / Distributions

 

(1,180)

 

(5,999)

 

(3,433)

 

(7,009)

 

Change in Fund Value

 

255

 

924

 

340

 

1,812

 

Change in Fee Basis

 

-

 

-

 

-

 

(74)

 

End of Period AUM

 

$31,361

 

$31,361

 

$23,860

 

$23,860

 

Average AUM

 

$29,645

 

$28,709

 

$24,921

 

$23,733

 

 

6



 

Direct Lending Group

 

·     Management Fee Revenue: Management fee revenue was $66.2 million for the three months ended March 31, 2014 compared to $51.5 million for the three months ended March 31, 2013.  The increase was primarily due to additional capital raises for ARCC and the expansion of the Direct Lending Group’s European platform in 2014.

 

·      Fee Related Earnings: FRE was $32.2 million for the three months ended March 31, 2014 compared to $22.8 million for the three months ended March 31, 2013. The increase was due to an increase in management fees of $14.8 million partially offset by an increase in compensation and benefits expense of $5.3 million.

 

·      Performance Related Earnings: PRE was $1.6 million for the three months ended March 31, 2014 compared to $4.2 million for the three months ended March 31, 2013. The PRE decrease was primarily attributable to a reduction in net investment income due to lower corporate investments.

 

·      Economic Net Income: ENI was $33.7 million for the three months ended March 31, 2014 compared to $27.0 million for the three months ended March 31, 2013. The increase in ENI for the three months ended March 31, 2014 was due to an increase in FRE of $9.3 million. The increase was partially offset by a decrease in net investment income of $2.8 million.

 

·      Distributable Earnings: DE increased by $8.8 million, or 39.5%, to $31.2 million for the three months ended March 31, 2014 compared to the three months ended March 31, 2013. The increase was primarily due to an increase in FRE.

 

 

 

For The Three Months Ended

($ in thousands)

 

March 31, 2014

 

March 31, 2013

Management Fee Revenue (including ARCC Part I Fees of $28.3 million and $23.8 million in 2014 and 2013, respectively)

 

$66,204

 

$51,450

Fee Related Earnings

 

$32,168

 

$22,829

Performance Related Earnings

 

$1,572

 

$4,204

Economic Net Income

 

$33,740

 

$27,033

Distributable Earnings

 

$31,158

 

$22,342

 

Note: Segment results are shown before the unallocated support costs of the Operations Management Group.

 

·      Total AUM: Total AUM increased modestly to $27.6 billion in the three months ended March 31, 2014 as new commitments and fund value increases slightly outpaced distributions.  In the twelve months ended March 31, 2014, total AUM increased $4.9 billion or 21.4% primarily due to new commitments totaling $4.8 billion offset by distributions of $0.9 billion.

 

·     Fee Earning AUM: FEAUM increased modestly to $20.1 billion in the three months ended March 31, 2014 as Subscriptions / Deployment and fund value increases outpaced capital reductions.  In the twelve months ended March 31, 2014, FEAUM increased $4.8 billion or 31.4% as subscriptions of $4.5 billion and fund value increases of $0.9 billion outpaced capital reductions of $1.6 billion.

 

 

 

Total AUM

 

Fee Earning AUM

 

AUM

 

 

March 31, 2014

 

March 31, 2014

 

($ in billions)

($ in millions)

 

3 Months

 

12 Months

 

3 Months

 

12 Months

 

GRAPHIC

Beginning of Period AUM

 

$27,493

 

$22,706

 

$19,581

 

$15,318

 

Acquisitions

 

-

 

-

 

-

 

-

 

Commitments

 

128

 

4,815

 

5

 

1,289

 

Subscriptions / Deployment

 

-

 

-

 

487

 

4,458

 

Capital Reduction / Distributions

 

(235)

 

(1,349)

 

(395)

 

(1,585)

 

Change in Fund Value

 

178

 

1,391

 

454

 

873

 

Change in Fee Basis

 

-

 

-

 

-

 

(220)

 

End of Period AUM

 

$27,563

 

$27,563

 

$20,133

 

$20,133

 

Average AUM

 

$27,528

 

$25,135

 

$19,857

 

$17,726

 

 

7



 

Private Equity Group

 

·      Management Fee Revenue: Management fee revenue decreased modestly by $0.4 million, or 1.5%, to $23.2 million for the three months ended March 31, 2014 compared to the three months ended March 31, 2013.

 

·      Fee Related Earnings: FRE was $13.1 million for the three months ended March 31, 2014 compared to $14.8 million for the three months ended March 31, 2013, representing a decrease of $1.7 million. The decrease was due to a decrease in management fees of $0.3 million and an increase in compensation and benefits expenses.

 

·      Performance Related Earnings: PRE was $25.5 million for the three months ended March 31, 2014 compared to $9.9 million for the three months ended March 31, 2013, representing an increase of $15.6 million. The PRE increase was primarily attributable to the increase in net investment income of $15.6 million.

 

·      Economic Net Income: ENI was $38.6 million for the three months ended March 31, 2014 compared to $24.7 million for the three months ended March 31, 2013, representing an increase of $13.9 million.

 

·      Distributable Earnings: DE increased by $1.9 million, or 11.6%, to $18.7 million for the three months ended March 31, 2014 compared to the three months ended March 31, 2013. The increase was primarily due to an increase in realized investment income of $2.9 million and an increase in net realized performance fees of $0.8 million.

 

 

 

For The Three Months Ended

($ in thousands)

 

March 31, 2014

 

March 31, 2013

Management Fee Revenue

 

$23,196

 

$23,543

Fee Related Earnings

 

$13,077

 

$14,826

Performance Related Earnings

 

$25,492

 

$9,884

Economic Net Income

 

$38,569

 

$24,710

Distributable Earnings

 

$18,698

 

$16,752

 

Note: Segment results are shown before the unallocated support costs of the Operations Management Group.

 

·      Total AUM: Total AUM was $9.8 billion as of March 31, 2014, a decline of $35.8 million, or 0.4%, compared to total AUM of $9.9 billion as of December 2013.  In the twelve months ended March 31, 2014, AUM declined $475.5 million, or 4.6%, compared to total AUM of $10.3 billion as of March 31, 2013 primarily due to distributions of $1.2 billion partially offset by an increase in fund value of $716.1 million.

 

·      Fee Earning AUM: Total FEAUM was $7.4 billion as of March 31, 2014, an increase of $215.5 million, or 3.0%, compared to total FEAUM of $7.2 billion as of December 31, 2013.  In the twelve months ended March 31, 2014, FEAUM declined $116.3 million, or 1.5%, compared to total fee earning AUM of $7.5 billion as of March 31, 2013, primarily due to distributions of $376.6 million.

 

 

 

Total AUM

 

Fee Earning AUM

 

AUM

 

 

March 31, 2014

 

March 31, 2014

 

($ in billions)

($ in millions)

 

3 Months

 

12 Months

 

3 Months

 

12 Months

 

Beginning of Period AUM

 

$9,862

 

$10,302

 

$7,212

 

$7,544

 

Acquisitions

 

-

 

-

 

-

 

-

 

Commitments

 

-

 

34

 

-

 

23

 

Subscriptions / Deployment

 

-

 

-

 

268

 

350

 

Capital Reduction / Distributions

 

(291)

 

(1,225)

 

(53)

 

(377)

 

Change in Fund Value

 

255

 

716

 

-

 

-

 

Change in Fee Basis

 

-

 

-

 

-

 

(112)

 

End of Period AUM

 

$9,826

 

$9,826

 

$7,428

 

$7,428

 

Average AUM

 

$9,844

 

$10,064

 

$7,320

 

$7,486

 

 

8



 

Real Estate Group

 

·      Management Fee Revenue: Management fee revenue increased by $14.3 million to $16.8 million in the three months ended March 31, 2014 compared to $2.5 million for the three months ended March 31, 2013. The increase was principally attributable to the management fee contracts acquired in the AREA Acquisition and additional capital raises by ACRE.

 

·      Fee Related Earnings: FRE was $2.3 million for the three months ended March 31, 2014 compared to ($2.4) million for the three months ended March 31, 2013. The increase in FRE of $4.7 million was primarily attributable to an increase in management fee revenue of $14.3 million partially offset by increases in compensation and benefits expense and general, administrative and other expenses of $10.9 million.

 

·      Performance Related Earnings: PRE was $2.5 million for the three months ended March 31, 2014 compared to $0.8 million for the three months ended March 31, 2013. The increase was driven by a $3.0 million increase in unrealized performance fees for the period ended March 31, 2014.

 

·      Economic Net Income: ENI was $4.8 million for the three months ended March 31, 2014 compared to a $1.5 million loss for the three months ended March 31, 2013.

 

·      Distributable Earnings: DE increased by $4.9 million to $1.5 million for the three months ended March 31, 2014 compared to the three months ended March 31, 2013. The increase was primarily driven by an increase in FRE of $4.7 million.

 

 

 

For The Three Months Ended

($ in thousands)

 

March 31, 2014

 

March 31, 2013

Management Fee Revenue

 

$16,768

 

$2,467

Fee Related Earnings

 

$2,306

 

$(2,354)

Performance Related Earnings

 

$2,504

 

$837

Economic Net Income

 

$4,810

 

$(1,517)

Distributable Earnings

 

$1,499

 

$(3,422)

 

Note: Segment results are shown before the unallocated support costs of the Operations Management Group.

 

·      Total AUM: Total AUM was $8.3 billion as of March 31, 2014, a decline of $425.5 million, or 4.9%, compared to total AUM of $8.7 billion as of December 31, 2013.  In the twelve months ended March 31, 2014, AUM increased $6.7 billion, or 408.9%, compared to total AUM of $1.6 billion as of March 31, 2013. The increase is primarily due to the AREA Acquisition which contributed $6.1 billion in AUM.

 

·      Fee Earning AUM: Total FEAUM was $5.8 billion as of March 31, 2014, a decrease of $580.2 million, or 9.1%, compared to total FEAUM of $6.4 billion as of December 31, 2013.  In the twelve months ended March 31, 2014, FEAUM increased $4.7 billion, or 418.9%, compared to total FEAUM of $1.1 billion as of March 31, 2013. The increase was primarily due to the AREA Acquisition which contributed $5.4 billion in FEAUM to the Real Estate Group.

 

 

 

Total AUM

 

Fee Earning AUM

 

AUM

 

 

March 31, 2014

 

March 31, 2014

 

($ in billions)

($ in millions)

 

3 Months

 

12 Months

 

3 Months

 

12 Months

 

GRAPHIC

Beginning of Period AUM

 

$8,721

 

$1,630

 

$6,388

 

$1,119

 

Acquisitions

 

-

 

6,091

 

-

 

5,384

 

Commitments

 

350

 

1,731

 

254

 

393

 

Subscriptions / Deployment

 

-

 

-

 

5

 

357

 

Capital Reduction / Distributions

 

(968)

 

(2,242)

 

(773)

 

(1,399)

 

Change in Fund Value

 

193

 

1,085

 

(26)

 

10

 

Change in Fee Basis

 

-

 

-

 

(39)

 

(57)

 

End of Period AUM

 

$8,296

 

$8,296

 

$5,808

 

$5,808

 

Average AUM

 

$8,509

 

$4,963

 

$6,098

 

$3,463

 

 

9



 

Reconciliation of Certain Non-GAAP Measures to Consolidated GAAP Financial Measures

 

In this press release, Ares discloses the following financial measures that are calculated and presented on the basis of methodologies other than in accordance with generally accepted accounting principles in the United States of America: ENI, FRE, PRE and DE.  Income before provision for income taxes is the GAAP financial measure most comparable to ENI, FRE, PRE and DE. Reconciliations of these non-GAAP financial measures to income before taxes are included in Exhibit F to this press release. These non-GAAP financial measures should be considered in addition to and not as a substitute for, or superior to, financial measures presented in accordance with GAAP.

 

Net Income Excluding Consolidated Funds

 

Net income of the Company excluding net income attributable to non-controlling interests and redeemable interests in the Consolidated Funds for the three months ended March 31, 2014 was $56.2 million, a 24.6% decrease compared to $74.5 million for the three months ended March 31, 2013.

 

Balance Sheet Statistics and Investment Capacity

 

As of March 31, 2014, our cash and cash equivalents were $36.6 million, investments at fair value were $519.8 million, net performance fees receivable were $186.9 million, and debt outstanding was $172.1 million.  As of March 31, 2014, the Company had a $735 million Credit Facility with approximately $585 million in available capacity.

 

Key Balance Sheet Statistics

 

 

 

 

 

Net Performance Fees Receivable by Group

 

 

 

($ in thousands)

 

March 31,
2014

 

December 31,
2013

 

($ in thousands)

 

March
31, 2014

 

December
31, 2013

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash and cash equivalents

 

$36,634

 

$89,802

 

Tradable Credit Group

 

$141,474

 

$138,775

 

Investments, at fair value

 

$519,750

 

$504,291

 

Direct Lending Group

 

$2,856

 

$8,890

 

Debt obligations

 

$172,119

 

$153,119

 

Private Equity Group

 

$42,538

 

$38,108

 

Performance fees receivable

 

$490,883

 

$481,751

 

 

 

 

 

 

 

Performance fee compensation payable

 

$304,015

 

$295,978

 

 

 

 

 

 

 

Net performance fee receivable

 

$186,868

 

$185,773

 

Net performance fee receivable

 

$186,868

 

$185,773

 

 

Distribution

 

On April 24, 2014, AHI and AI made first quarter 2014 distributions to their equity holders in the aggregate amount of $46.0 million, representing approximately 85% of pre-tax Distributable Earnings of $54.5 million. There were no public unitholders at the time of the first quarter 2014 distribution.

 

Recent Developments

 

·

On May 1, 2014, in connection with the IPO, the Company converted Ares Holdings LLC into a limited partnership, Ares Holdings L.P., and converted Ares Investments LLC into a limited partnership, Ares Investments L.P. In addition, the Company recently formed Ares Domestic Holdings L.P., Ares Offshore Holdings L.P. and Ares Real Estate Holdings L.P.

 

 

·

On May 7, 2014, the Company closed its IPO of 11,363,636 common units priced at $19.00 per unit, raising $215.9 million in gross proceeds, before deducting underwriting discounts and expenses payable by Ares. On June 4, 2014, the Company issued an additional 225,794 common units in connection with a partial exercise of the underwriters’ option to purchase additional common units, raising additional gross proceeds of $4.3 million.

 

 

·

On May 7, 2014, the Company further amended and restated the Credit Facility to increase the size from $735 million to $1,030.0 million and extend the maturity from December 2017 to April 2019.

 

10



 

Conference Call and Webcast Information

 

On Tuesday June 10, 2014, the Company invites all interested persons to attend its webcast/conference call at 12:00 p.m. (Eastern Time) to discuss its first quarter 2014 financial results.

 

All interested parties are invited to participate via telephone or the live webcast, which will be hosted on a webcast link located on the Home page of the Investor Resources section of the Company’s website at http://www.aresmgmt.com. Please visit the website to test your connection before the webcast. Domestic callers can access the conference call by dialing (888) 317-6003. International callers can access the conference call by dialing +1 (412) 317-6061. All callers will need to enter the Participant Elite Entry Number 3581683 followed by the # sign and reference “Ares Management, L.P.” once connected with the operator. All callers are asked to dial in 10-15 minutes prior to the call so that name and company information can be collected. For interested parties, an archived replay of the call will be available through June 23, 2014 at 5:00 p.m. (Eastern Time) to domestic callers by dialing (877) 344-7529 and to international callers by dialing +1(412) 317-0088. For all replays, please reference conference number 10047012. An archived replay will also be available through June 23, 2014 on a webcast link located on the Home page of the Investor Resources section of the Company’s website.

 

About Ares Management, L.P.

 

Ares is a leading global alternative asset manager with approximately $77.0 billion of assets under management and approximately 700 employees in more than 15 offices in the United States, Europe and Asia as of March 31, 2014. Since its inception in 1997, Ares has adhered to a disciplined investment philosophy that focuses on delivering strong risk-adjusted investment returns throughout market cycles. Ares believes each of its four distinct but complementary investment groups in Tradable Credit, Direct Lending, Private Equity and Real Estate is a market leader based on assets under management and investment performance. Ares was built upon the fundamental principle that each group benefits from being part of the greater whole.

 

Forward-Looking Statements

 

Statements included herein may constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, which relate to future events or our future performance or financial condition. These statements are not guarantees of future performance, condition or results and involve a number of risks and uncertainties. Actual results may differ materially from those in the forward-looking statements as a result of a number of factors, including those described from time to time in our filings with the Securities and Exchange Commission. Ares Management, L.P. undertakes no duty to update any forward-looking statements made herein or on the webcast/conference call.

 

Available Information

 

Ares Management, L.P.’s filings with the Securities and Exchange Commission, press releases, earnings releases and other financial information are available on its website at www.aresmgmt.com.  The contents of such website are not and should not be deemed to be incorporated by reference herein.

 

Contact

 

Ares Management, L.P.

Carl Drake
(800) 340-6597

cdrake@aresmgmt.com

 

11



 

Appendix

 

Exhibit A.  Fund Performance Metrics

($ in millions)

 

The following table includes fund performance metrics for significant investment funds that contributed at least 1% of total management fees for the three months ended March 31, 2014. In addition, the following table includes performance information for the fund with the greatest amount of management fees for the three months ended March 31, 2014 for each of the sub strategies within Ares’ Segments, which are not otherwise represented by the significant funds.

 

 

 

 

 

 

 

Returns

 

 

 

 

 

 

Fund

 

Year of
Inception

 

Assets Under
Management

 

Since
Inception

 

Past 5
years

 

Past 3
years

 

Segment

 

Investment Strategy

 

 

ECO I

 

2006

 

$2,655

 

2.2

 

23.6

 

9.9

 

Tradable Credit

 

Alternative: Credit Opportunities

 

(1)(2)(3)(4)

HY II

 

2007

 

$393

 

9.0

 

16.8

 

8.3

 

Tradable Credit

 

Long-only: High Yield

 

(1)(2)(3)

AELIS VI

 

2008

 

$826

 

16.5

 

n/a

 

9.6

 

Tradable Credit

 

Long-only: Loans

 

(1)(2)(6)

CSF

 

2008

 

$1,652

 

14.3

 

13.1

 

8.5

 

Tradable Credit

 

Alternative: Credit Opportunities

 

(1)(2)(5)

BVK

 

2009

 

$412

 

6.4

 

n/a

 

5.6

 

Tradable Credit

 

Alternative: Special Situations

 

(1)(2)(3)

ASIP II

 

2009

 

$838

 

11.1

 

n/a

 

7.1

 

Tradable Credit

 

Alternative: Credit Opportunities

 

(1)(2)(3)

ARDC

 

2012

 

$487

 

n/a

 

n/a

 

n/a

 

Tradable Credit

 

Alternative: Dynamic Credit

 

(1)(7)

ARCC

 

2004

 

$9,913

 

13.9

 

43.0

 

11.0

 

Direct Lending

 

U.S. Direct Lending

 

(8)(9)

ACE II

 

2013

 

$1,536

 

n/a

 

n/a

 

n/a

 

Direct Lending

 

European Direct Lending

 

(7)

ACOF II

 

2006

 

$949

 

14.7

 

24.6

 

11.1

 

Private Equity

 

U.S./European Flexible Capital

 

(1)(2)(10)

ACOF III

 

2008

 

$3,813

 

24.5

 

26.7

 

16.7

 

Private Equity

 

U.S./European Flexible Capital

 

(1)(2)(10)

ACOF Asia

 

2011

 

$259

 

n/a

 

n/a

 

n/a

 

Private Equity

 

China Growth Capital

 

(1)(2)(7)

ACOF IV

 

2012

 

$4,648

 

n/a

 

n/a

 

n/a

 

Private Equity

 

U.S./European Flexible Capital

 

(1)(2)(7)

EU III

 

2007

 

$1,245

 

5.7

 

9.0

 

8.2

 

Real Estate

 

Real Estate Equity

 

(1)(2)(10)

U.S. VII

 

2008

 

$778

 

14.4

 

n/a

 

17.3

 

Real Estate

 

Real Estate Equity

 

(1)(2)(10)(11)

ACRE

 

2012

 

$1,368

 

6.4

 

n/a

 

n/a

 

Real Estate

 

Real Estate Debt

 

(1)(12)

 

(1)

Assets under management equals the sum of the NAV for such fund, the drawn and undrawn debt (at the fund-level including amounts subject to restrictions) and uncalled committed capital.

(2)

Net numbers are after giving effect to management fees and performance fees as applicable. ECO I, AELIS VI, CSF, ACOF II, ACOF III, ACOF Asia, ACOF IV, EU III and US VII net numbers are also after giving effect to other expenses.

(3)

The return is an annualized net return calculated using the modified Dietz method, which is an estimate of the time-weighted return and adjusts portfolio cash flows according to the time they were invested in the portfolio and is calculated by dividing (A) net asset value change over the period minus cash flow, by (B) (i) beginning net asset value plus (ii) weighted cash flow.

(4)

From the inception of ECO I through year-end 2008, the fund was managed primarily as a long-only strategy, employing 3-4x debt to equity leverage during a period of high volatility within the credit markets, which impacted fund performance. Beginning in 2009, ECO I’s strategy was modified to incorporate a broader array of hedges and other shorting instruments with targeted leverage levels reduced to 1-1.5x on a debt to equity basis. AUM includes capital committed by CSF, a fund of funds.

(5)

The return is an annualized net internal rate of return of cash flows on investments and the investments ending valuations for the period. The past five and three years net returns are calculated using beginning investment valuations for such period. CSF is a fund of funds and AUM represented may include AUM that has been committed to other Ares funds.

(6)

The return is an annualized net internal rate of return of cash flows to and from fee-paying limited partners and the fee-paying limited partners’ ending capital for the period. The past five and three years net returns are calculated using beginning fee-paying limited partners’ capital for such period.

(7)

The return is not shown due to the fund’s recent vintage.

(8)

Does not include AUM of the SSLP (through which ARCC co invests with affiliates of General Electric Company) or Ivy Hill Asset Management, L.P. (a wholly owned portfolio company of ARCC).

(9)

The return is the annualized return to ARCC’s stockholders based on ARCC’s public stock price and is calculated assuming dividends are reinvested at the end of day stock price on the relevant quarterly ex dividend dates. The return is calculated assuming stockholders did not participate in the rights issuance as of March 20, 2008.

(10)

The return is a net internal rate of return computed based on cash flows to and from partners and the partners’ ending capital for the period. The past five and three years, if presented, net returns are calculated using beginning partners’ capital for such period.

(11)

Returns since inception are from the first capital event which took place on July 23, 2010 and was a distribution of capital.

(12)

Return shown represents the dollar weighted average of the unleveraged effective yield of ACRE’s principal lending portfolio measured at the end of the eight quarterly periods ending March 31, 2014. Unleveraged effective yield is based on the contractual interest rate (adjusted for any deferred loan fees, costs, premium or discount) and assumes no dispositions, early prepayments or defaults and does not take into consideration the impact of leverage utilized by ACRE, fees, expenses and other costs incurred by ACRE or its stockholders, which are expected to be significant. Unleveraged effective yield does not represent net returns to investors of ACRE.

 

12



 

Additional information for funds that are structured as closed end private comingled funds as of March 31, 2014:

 

($ in millions)

 

Fund

 

Original Capital
Commitments

 

Cumulative
Invested Capital

 

Realized
Proceeds

 

Unrealized
Value
(10)

 

Total
Value
(10)

 

Gross
MoIC

 

Net
MoIC

 

Segment

 

 

AELIS VI

 

$660

 

$660

 

$1,269

 

$207

 

$1,476

 

2.2x

 

2.0x

 

Tradable Credit

 

(1)(4)(7)(8)

ACE II

 

$1,229

 

$465

 

$6

 

$489

 

$495

 

1.1x

 

1.1x

 

Direct Lending

 

(2)(4)(7)(8)

ACOF II

 

$2,065

 

$2,069

 

$3,508

 

$678

 

$4,186

 

2.0x

 

1.8x

 

Private Equity

 

(2)(5)(7)(8)

ACOF III

 

$3,510

 

$3,730

 

$3,566

 

$3,245

 

$6,811

 

1.8x

 

1.6x

 

Private Equity

 

(2)(5)(7)(8)

ACOF Asia

 

$220

 

$170

 

$10

 

$226

 

$237

 

1.4x

 

1.3x

 

Private Equity

 

(2)(5)(7)(8)

ACOF IV

 

$4,700

 

$975

 

-

 

$1,036

 

$1,036

 

1.1x

 

1.0x

 

Private Equity

 

(2)(5)(7)(8)

EU III

 

$1,375

 

$1,185

 

$544

 

$1,100

 

$1,644

 

1.4x

 

1.2x

 

Real Estate

 

(3)(6)(7)(8)(9)

U.S. VII

 

$756

 

$689

 

$392

 

$804

 

$1,196

 

1.7x

 

1.4x

 

Real Estate

 

(3)(6)(7)(8)(9)

 

(1)

Realized proceeds represent the total distributions made from the fund to the partners, including any amounts paid to the general partner as management fees, carried interest and other expenses.

(2)

Realized proceeds represent the sum of all cash dividends, interest income, other fees and cash proceeds from realizations of portfolio investments.

(3)

Realized proceeds include distributions of operating income, sales and financing proceeds received through March 31, 2014. Returns include the reinvestment of proceeds from asset liquidations, income, and other earnings and reflect the deduction of any relevant transactional costs/expenses.

(4)

Unrealized value represents the fund’s NAV as of March 31, 2014.

(5)

Unrealized value represents the fair value of remaining investments as of March 31, 2014.

(6)

Unrealized value represents the fair value of remaining real estate investments and commitments as of March 31, 2014 (excluding balance sheet items).

(7)

The Gross MoIC as of March 31, 2014 is before giving effect to taxes, management fees, the general partner’s carried interest and other expenses.

(8)

The Net MoIC as of March 31, 2014 is after giving effect to management fees, the general partner’s carried interest and other expenses.

(9)

Also includes equity committed, but not yet deployed, to deals that have closed as of March 31, 2014.

(10)

There can be no assurance that unrealized investments will be realized at the valuations shown.

 

Exhibit B.  Corporate Investments

 

($ in thousands)

 

Private Equity

 

March 31,
2014

 

December 31,
2013

 

ACOF I

 

$1,116

 

$1,009

 

ACOF II

 

15,016

 

19,982

 

ACOF III

 

93,350

 

90,909

 

ACOF IV

 

8,772

 

8,326

 

ACOF Asia

 

109,865

 

96,630

 

Private Equity

 

$228,119

 

$216,856

 

 

 

 

 

 

 

Tradable Credit

 

 

 

 

 

Long Only

 

$41,281

 

$51,854

 

Alternative Credit

 

125,319

 

110,716

 

Tradable Credit

 

$166,600

 

$162,570

 

 

 

 

 

 

 

Direct Lending

 

 

 

 

 

U.S. Other

 

$2,582

 

$3,700

 

Europe

 

86,381

 

85,472

 

Direct Lending

 

$88,963

 

$89,172

 

 

 

 

 

 

 

Real Estate

 

 

 

 

 

U.S. Equity

 

$33,550

 

$32,786

 

European Equity

 

1,344

 

1,735

 

Debt

 

1,174

 

1,172

 

Real Estate

 

$36,068

 

$35,693

 

 

 

 

 

 

 

Grand Total

 

$519,750

 

$504,291

 

 

13



 

Exhibit C.  Segment Results

($ in thousands)

 

As of and for the three months ended March 31, 2014:

 

 

 

Private
Equity
Group

 

Direct
Lending
Group

 

Tradable
Credit
Group

 

Real
Estate
Group

 

Total
Segments

 

OMG

 

Total Stand
Alone

Management fees

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Recurring fees (includes, in the case of the Direct Lending Group, $28,318 of ARCC Part I Fees)

 

$23,196

 

$66,204

 

$33,693

 

$16,768

 

$139,861

 

$—

 

$139,861

Previously deferred fees

 

 

 

 

 

 

 

Total management fees

 

23,196

 

66,204

 

33,693

 

16,768

 

139,861

 

 

139,861

Administrative fees and other income

 

76

 

90

 

17

 

1,290

 

1,473

 

5,392

 

6,865

General, administrative and other expenses

 

(2,000)

 

(1,914)

 

(3,696)

 

(4,267)

 

(11,877)

 

(13,535)

 

(25,412)

Compensation and benefits

 

(8,195)

 

(32,212)

 

(10,805)

 

(11,485)

 

(62,697)

 

(27,657)

 

(90,354)

Fee related earnings (loss)

 

13,077

 

32,168

 

19,209

 

2,306

 

66,760

 

(35,800)

 

30,960

Performance fees—realized

 

13,086

 

39

 

10,213

 

 

23,338

 

 

23,338

Performance fees—unrealized

 

21,341

 

2,292

 

13,509

 

2,950

 

40,092

 

 

40,092

Performance fee compensation expense—realized

 

(10,472)

 

(29)

 

(5,506)

 

 

(16,007)

 

 

(16,007)

Performance fee compensation expense—unrealized

 

(16,912)

 

(1,451)

 

(6,355)

 

 

(24,718)

 

 

(24,718)

Net performance fees

 

7,043

 

851

 

11,861

 

2,950

 

22,705

 

 

22,705

Investment income (loss)—realized

 

1,131

 

(597)

 

18,018

 

730

 

19,282

 

 

19,282

Investment income (loss)—unrealized

 

15,156

 

1,524

 

(12,866)

 

(862)

 

2,952

 

 

2,952

Interest and other income

 

2,785

 

98

 

251

 

11

 

3,145

 

 

3,145

Interest expense

 

(623)

 

(304)

 

(387)

 

(325)

 

(1,639)

 

 

(1,639)

Net investment income (loss)

 

18,449

 

721

 

5,016

 

(446)

 

23,740

 

 

23,740

Performance related earnings

 

25,492

 

1,572

 

16,877

 

2,504

 

46,445

 

 

46,445

Economic net income (loss)

 

$38,569

 

$33,740

 

$36,086

 

$4,810

 

$113,205

 

$(35,800)

 

$77,405

Distributable earnings (loss)

 

$18,698

 

$31,158

 

$40,704

 

$1,499

 

$92,059

 

$(37,512)

 

$54,547

Total assets

 

$477,710

 

$195,543

 

$555,851

 

$167,315

 

$1,396,419

 

$10,437

 

$1,406,856

 

14



 

Exhibit C.  Segment Results (continued)

($ in thousands)

 

As of and for the three months ended March 31, 2013:

 

 

 

Private
Equity
Group

 

Direct
Lending
Group

 

Tradable
Credit
Group

 

Real
Estate
Group

 

Total
Segments

 

OMG

 

Total Stand
Alone

Management fees

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Recurring fees (includes, in the case of the Direct Lending Group, $23,836 of ARCC Part I Fees)

 

$23,543

 

$51,450

 

$30,031

 

$2,467

 

$107,491

 

$—

 

$107,491

Previously deferred fees

 

 

 

1,139

 

 

1,139

 

 

1,139

Total management fees

 

23,543

 

51,450

 

31,170

 

2,467

 

108,630

 

 

108,630

Administrative fees and other income

 

117

 

83

 

 

5

 

205

 

4,455

 

4,660

General, administrative and other expenses

 

(2,238)

 

(1,802)

 

(2,475)

 

(1,258)

 

(7,773)

 

(5,554)

 

(13,327)

Compensation and benefits

 

(6,596)

 

(26,902)

 

(8,767)

 

(3,568)

 

(45,833)

 

(19,082)

 

(64,915)

Fee related earnings (loss)

 

14,826

 

22,829

 

19,928

 

(2,354)

 

55,229

 

(20,181)

 

35,048

Performance fees—realized

 

9,012

 

 

9,038

 

 

18,050

 

 

18,050

Performance fees—unrealized

 

25,513

 

1,499

 

54,351

 

 

81,363

 

 

81,363

Performance fee compensation expense—realized

 

(7,209)

 

 

(36)

 

 

(7,245)

 

 

(7,245)

Performance fee compensation expense—unrealized

 

(20,269)

 

(823)

 

(34,665)

 

 

(55,757)

 

 

(55,757)

Net performance fees

 

7,047

 

676

 

28,688

 

 

36,411

 

 

36,411

Investment income (loss)—realized

 

926

 

(825)

 

19,513

 

(37)

 

19,577

 

 

19,577

Investment income (loss)—unrealized

 

2,424

 

3,839

 

(3,961)

 

1,048

 

3,350

 

 

3,350

Interest and other income

 

406

 

1,151

 

312

 

39

 

1,908

 

 

1,908

Interest expense

 

(919)

 

(637)

 

(656)

 

(213)

 

(2,425)

 

 

(2,425)

Net investment income (loss)

 

2,837

 

3,528

 

15,208

 

837

 

22,410

 

 

22,410

Performance related earnings

 

9,884

 

4,204

 

43,896

 

837

 

58,821

 

 

58,821

Economic net income (loss)

 

$24,710

 

$27,033

 

$63,824

 

$(1,517)

 

$114,050

 

$(20,181)

 

$93,869

Distributable earnings (loss)

 

$16,752

 

$22,342

 

$47,607

 

$(3,422)

 

$83,279

 

$(20,472)

 

$62,807

Total assets

 

$407,526

 

$211,238

 

$656,974

 

$53,547

 

$1,329,285

 

$9,444

 

$1,338,729

 

15



 

Exhibit D.  Combined and Consolidated Statements of Financial Conditions and Statement of Operations (GAAP Financials)

($ in thousands)

 

 

 

As of March 31,

 

As of December 31,

 

 

 

2014

 

2013

 

Assets

 

 

 

 

 

Cash and cash equivalents

 

$36,634

 

$89,802

 

Restricted cash and cash equivalents

 

7,657

 

13,344

 

Investments, at fair value

 

121,608

 

89,438

 

Performance fees receivable

 

136,430

 

137,682

 

Derivative assets, at fair value

 

1,132

 

1,164

 

Due from affiliates

 

119,330

 

108,920

 

Intangible assets, net

 

59,938

 

68,742

 

Goodwill

 

60,531

 

58,159

 

Other assets

 

71,957

 

73,600

 

Assets of Consolidated Funds

 

 

 

 

 

Cash and cash equivalents

 

1,276,657

 

1,638,003

 

Investments, at fair value

 

19,485,067

 

20,823,338

 

Due from affiliates

 

9,930

 

2,010

 

Dividends and interest receivable

 

170,490

 

133,158

 

Receivable for securities sold

 

447,263

 

427,871

 

Derivative assets, at fair value

 

8,961

 

14,625

 

Other assets

 

21,916

 

25,528

 

Total assets

 

$22,035,501

 

$23,705,384

 

Liabilities

 

 

 

 

 

Debt obligations

 

$172,119

 

$153,119

 

Accounts payable, accrued expenses and other liabilities

 

63,621

 

67,486

 

Deferred tax liability, net

 

20,793

 

21,002

 

Performance fee compensation payable

 

304,015

 

295,978

 

Derivative liabilities, at fair value

 

2,942

 

2,907

 

Accrued compensation

 

55,557

 

132,917

 

Due to affiliates

 

23,312

 

32,690

 

Liabilities of Consolidated Funds

 

 

 

 

 

Accounts payable, accrued expenses and other liabilities

 

66,010

 

95,839

 

Payable for securities purchased

 

601,349

 

945,115

 

Derivative liabilities, at fair value

 

53,643

 

75,115

 

Due to affiliates

 

2,530

 

2,695

 

Securities sold short, at fair value

 

 

1,633

 

Deferred tax liability, net

 

20,449

 

35,904

 

CLO loan obligations

 

11,275,857

 

11,774,157

 

Fund borrowings

 

1,769,737

 

2,070,598

 

Mezzanine debt

 

327,892

 

323,164

 

Total liabilities

 

14,759,826

 

16,030,319

 

Commitments and contingencies

 

 

 

 

 

Redeemable interest in Consolidated Funds

 

1,119,585

 

1,093,770

 

Redeemable interest in AHI, AI and consolidated subsidiaries

 

43,587

 

40,751

 

Non-controlling interest in Consolidated Funds:

 

 

 

 

 

Non-controlling interest in Consolidated Funds

 

5,283,933

 

5,691,874

 

Equity appropriated for Consolidated Funds

 

106,758

 

155,261

 

Non-controlling interest in Consolidated Funds

 

5,390,691

 

5,847,135

 

Non-controlling interest in equity of AHI, AI and consolidated subsidiaries

 

178,543

 

167,731

 

Controlling interest in equity of AHI, AI and consolidated subsidiaries:

 

 

 

 

 

Members’ Equity

 

350,862

 

321,891

 

Common Stock (class A shares, 50,000 authorized, 5,010 shares issued and outstanding, $0.001 par value)

 

0

 

0

 

Additional paid-in-capital

 

315,553

 

338,375

 

Retained earnings

 

(124,408)

 

(135,573)

 

Accumulated other comprehensive gain

 

1,262

 

985

 

Total controlling interest in equity of AHI, AI and consolidated subsidiaries

 

543,269

 

525,678

 

Total equity

 

6,112,503

 

6,540,544

 

Total liabilities, redeemable interests, non-controlling interests and equity

 

$22,035,501

 

$23,705,384

 

 

16



 

Exhibit D.  Combined and Consolidated Statements of Financial Conditions and Statement of Operations (GAAP Financials) (continued) ($ in thousands)

 

 

 

 

For the Three Months Ended
March 31,

 

 

 

2014

 

2013

 

Revenues

 

 

 

 

 

Management fees (includes ARCC Part I Fees of $28,318 and $23,836 for the periods ended March 31, 2014 and 2013, respectively)

 

$110,549

 

$78,394

 

Performance fees

 

16,214

 

25,154

 

Other fees

 

6,865

 

3,989

 

Total revenues

 

133,628

 

107,537

 

Expenses

 

 

 

 

 

Compensation and benefits

 

95,693

 

71,975

 

Performance fee compensation

 

40,725

 

63,002

 

General, administrative and other expenses

 

38,775

 

16,982

 

Consolidated Funds expenses

 

8,937

 

61,108

 

Total expenses

 

184,130

 

213,067

 

Other income (expense)

 

 

 

 

 

Interest and other income

 

124

 

651

 

Interest expense

 

(1,639)

 

(2,425)

 

Net realized loss on investments

 

(66)

 

(1,137)

 

Net change in unrealized appreciation on investments

 

4,146

 

8,285

 

Interest and other income of Consolidated Funds

 

345,345

 

311,490

 

Interest expense of Consolidated Funds

 

(145,042)

 

(125,958)

 

Net realized gain on investments of Consolidated Funds

 

54,965

 

57,956

 

Net change in unrealized appreciation on investments of Consolidated Funds

 

67,344

 

104,252

 

Total other income

 

325,177

 

353,114

 

Income before taxes

 

274,675

 

247,584

 

Income tax expense (benefit)

 

(6,695)

 

24,450

 

Net income

 

281,370

 

223,134

 

Less: Net income attributable to non-controlling interests and redeemable non-controlling interests in Consolidated Funds

 

225,181

 

148,591

 

Less: Net income attributable to non-controlling interests and redeemable non-controlling interests in consolidated subsidiaries

 

13,342

 

12,601

 

Net income attributable to controlling interests in AHI, AI and consolidated subsidiaries

 

$42,847

 

$61,942

 

 

17



 

Exhibit E.  Supplemental Financial Information Consolidating Schedules ($ in thousands, except share data)

 

 

 

For the Three Months Ended March 31, 2014

 

 

Consolidated
Company Entities

 

Consolidated
Funds

 

Eliminations

 

Consolidated

Assets

 

 

 

 

 

 

 

 

Cash and cash equivalents

 

$36,634

 

$—

 

$—

 

$36,634

Restricted cash and cash equivalents

 

7,657

 

 

 

7,657

Investments, at fair value

 

519,750

 

 

(398,142)

 

121,608

Performance fees receivable

 

490,883

 

 

(354,453)

 

136,430

Derivative assets, at fair value

 

1,132

 

 

 

1,132

Due from affiliates

 

136,986

 

 

(17,656)

 

119,330

Intangible assets, net

 

59,938

 

 

 

59,938

Goodwill

 

60,531

 

 

 

60,531

Other assets

 

93,345

 

 

(21,388)

 

71,957

Assets of Consolidated Funds

 

 

 

 

 

 

 

 

Cash and cash equivalents

 

 

1,276,657

 

 

1,276,657

Investments, at fair value

 

 

19,485,067

 

 

19,485,067

Due from affiliates

 

 

9,930

 

 

9,930

Dividends and interest receivable

 

 

170,490

 

 

170,490

Receivable for securities sold

 

 

447,263

 

 

447,263

Derivative assets, at fair value

 

 

8,961

 

 

8,961

Other assets

 

 

21,916

 

 

21,916

Total assets

 

$1,406,856

 

$21,420,284

 

$(791,639)

 

$22,035,501

Liabilities

 

 

 

 

 

 

 

 

Debt obligations

 

$172,119

 

$—

 

$—

 

$172,119

Accounts payable, accrued expenses and other liabilities

 

63,621

 

 

 

63,621

Deferred tax liability, net

 

20,793

 

 

 

20,793

Performance fee compensation payable

 

304,015

 

 

 

304,015

Derivative liabilities, at fair value

 

2,942

 

 

 

2,942

Accrued compensation

 

55,557

 

 

 

55,557

Due to affiliates

 

22,410

 

 

902

 

23,312

Liabilities of Consolidated Funds

 

 

 

 

 

 

 

 

Accounts payable, accrued expenses and other liabilities

 

 

66,010

 

 

66,010

Payable for securities purchased

 

 

601,349

 

 

601,349

Derivative liabilities, at fair value

 

 

53,643

 

 

53,643

Due to affiliates

 

 

83,649

 

(81,119)

 

2,530

Deferred tax liability

 

 

20,449

 

 

20,449

CLO loan obligations

 

 

11,330,112

 

(54,255)

 

11,275,857

Fund borrowings

 

 

1,769,737

 

 

1,769,737

Mezzanine debt

 

 

327,892

 

 

327,892

Total liabilities

 

641,457

 

14,252,841

 

(134,472)

 

14,759,826

Commitments and contingencies

 

 

 

 

 

 

 

 

Redeemable interest in Consolidated Funds

 

 

1,119,585

 

 

1,119,585

Redeemable interest in AHI, AI and consolidated subsidiaries

 

43,587

 

 

 

43,587

Non-controlling interest in Consolidated Funds:

 

 

 

 

 

 

 

 

Non-controlling interest in Consolidated Funds

 

 

5,941,100

 

(657,167)

 

5,283,933

Equity appropriated for Consolidated Funds

 

 

106,758

 

 

106,758

Non-controlling interest in Consolidated Funds

 

 

6,047,858

 

(657,167)

 

5,390,691

Non-controlling interest in equity of AHI, AI and consolidated subsidiaries

 

178,543

 

 

 

178,543

Controlling interest in equity of AHI, AI and consolidated subsidiaries:

 

 

 

 

 

 

 

 

Members’ equity

 

350,862

 

 

 

350,862

Common stock (class A shares, 50,000 authorized, 5,010 shares issued and outstanding, $0.001 par value)

 

0

 

 

 

0

Additional paid in capital

 

315,553

 

 

 

315,553

Retained earnings

 

(124,408)

 

 

 

(124,408)

Accumulated other comprehensive gain

 

1,262

 

 

 

1,262

Total controlling interest in equity of AHI, AI and consolidated subsidiaries

 

543,269

 

 

 

543,269

Total equity

 

721,812

 

6,047,858

 

(657,167)

 

6,112,503

Total liabilities, redeemable interests, non-controlling interests and equity

 

$1,406,856

 

$21,420,284

 

$(791,639)

 

$22,035,501

 

18



 

Exhibit E.  Supplemental Financial Information Consolidating Schedules (continued) ($ in thousands, except share data)

 

 

 

For the Three Months Ended March 31, 2014

 

 

Consolidated
Company Entities

 

Consolidated
Funds

 

Eliminations

 

Consolidated

Revenues

 

 

 

 

 

 

 

 

Management fees (includes ARCC Part I Fees of $28,318)

 

$139,861

 

$—

 

$(29,312)

 

$110,549

Performance fees

 

60,480

 

 

(44,266)

 

16,214

Other fees

 

6,865

 

 

 

6,865

Total revenues

 

207,206

 

 

(73,578)

 

133,628

Expenses

 

 

 

 

 

 

 

 

Compensation and benefits

 

95,693

 

 

 

95,693

Performance fee compensation

 

40,725

 

 

 

40,725

General, administrative and other expense

 

38,775

 

 

 

38,775

Consolidated Fund expenses

 

 

40,637

 

(31,700)

 

8,937

Total expenses

 

175,193

 

40,637

 

(31,700)

 

184,130

Other income (expense)

 

 

 

 

 

 

 

 

Interest and other income

 

3,483

 

 

(3,359)

 

124

Interest expense

 

(1,639)

 

 

 

(1,639)

Net realized gain (loss) on investments

 

19,281

 

 

(19,347)

 

(66)

Net change in unrealized appreciation (depreciation) on investments

 

5,565

 

 

(1,419)

 

4,146

Interest and other income of Consolidated Funds

 

 

345,476

 

(131)

 

345,345

Interest expense of Consolidated Funds

 

 

(145,737)

 

695

 

(145,042)

Net realized gain on investments of Consolidated Funds

 

 

54,965

 

 

54,965

Net change in unrealized appreciation on investments of Consolidated Funds

 

 

66,413

 

931

 

67,344

Total other income

 

26,690

 

321,117

 

(22,630)

 

325,177

Income before taxes

 

58,703

 

280,480

 

(64,508)

 

274,675

Income tax expense (benefit)

 

2,514

 

(9,209)

 

 

(6,695)

Net income

 

56,189

 

289,689

 

(64,508)

 

281,370

Less: Net income attributable to non-controlling interests and redeemable non-controlling interests in Consolidated Funds

 

 

289,689

 

(64,508)

 

225,181

Less: Net income attributable to non-controlling interests in consolidated subsidiaries

 

13,342

 

 

 

13,342

Net income attributable to controlling interests in AHI, AI and consolidated subsidiaries

 

$42,847

 

$

 

$

 

$42,847

 

19



 

Exhibit E.  Supplemental Financial Information Consolidating Schedules (continued) ($ in thousands, except share data)

 

 

 

For the Year Ended December 31, 2013

 

 

Consolidated
Company Entities

 

Consolidated
Funds

 

Eliminations

 

Consolidated

Assets

 

 

 

 

 

 

 

 

Cash and cash equivalents

 

$89,802

 

$—

 

$—

 

$89,802

Restricted cash and cash equivalents

 

13,344

 

 

 

13,344

Investments, at fair value

 

504,291

 

 

(414,853)

 

89,438

Performance fees receivable

 

481,751

 

 

(344,069)

 

137,682

Derivative assets, at fair value

 

1,164

 

 

 

1,164

Due from affiliates

 

130,625

 

 

(21,705)

 

108,920

Intangible assets, net

 

68,742

 

 

 

68,742

Goodwill

 

58,159

 

 

 

58,159

Other assets

 

96,904

 

 

(23,304)

 

73,600

Assets of Consolidated Funds

 

 

 

 

 

 

 

 

Cash and cash equivalents

 

 

1,638,003

 

 

1,638,003

Investments, at fair value

 

 

20,823,338

 

 

20,823,338

Due from affiliates

 

 

2,010

 

 

2,010

Dividends and interest receivable

 

 

133,158

 

 

133,158

Receivable for securities sold

 

 

427,871

 

 

427,871

Derivative assets, at fair value

 

 

14,625

 

 

14,625

Other assets

 

 

27,505

 

(1,977)

 

25,528

Total assets

 

$1,444,782

 

$23,066,510

 

$(805,908)

 

$23,705,384

Liabilities

 

 

 

 

 

 

 

 

Debt obligations

 

$153,119

 

$—

 

$—

 

$153,119

Accounts payable, accrued expenses and other liabilities

 

69,550

 

 

(2,064)

 

67,486

Deferred tax liability, net

 

21,002

 

 

 

21,002

Performance fee compensation payable

 

295,978

 

 

 

295,978

Derivative liabilities, at fair value

 

2,907

 

 

 

2,907

Accrued compensation

 

132,917

 

 

 

132,917

Due to affiliates

 

35,149

 

 

(2,459)

 

32,690

Liabilities of Consolidated Funds

 

 

 

 

 

 

 

 

Accounts payable, accrued expenses and other liabilities

 

 

95,839

 

 

95,839

Payable for securities purchased

 

 

945,115

 

 

945,115

Derivative liabilities, at fair value

 

 

75,115

 

 

75,115

Due to affiliates

 

 

92,211

 

(89,516)

 

2,695

Securities sold short, at fair value

 

 

1,633

 

 

1,633

Deferred tax liability

 

 

35,904

 

 

35,904

CLO loan obligations

 

 

11,838,396

 

(64,239)

 

11,774,157

Fund borrowings

 

 

2,070,598

 

 

2,070,598

Mezzanine debt

 

 

323,164

 

 

323,164

Total liabilities

 

710,622

 

15,477,975

 

(158,278)

 

16,030,319

Commitments and contingencies

 

 

 

 

 

 

 

 

Redeemable interest in Consolidated Funds

 

 

1,093,770

 

 

1,093,770

Redeemable interest in AHI, AI and consolidated subsidiaries

 

40,751

 

 

 

40,751

Non-controlling interest in Consolidated Funds:

 

 

 

 

 

 

 

 

Non-controlling interest in Consolidated Funds

 

 

6,339,504

 

(647,630)

 

5,691,874

Equity appropriated for Consolidated Funds

 

 

155,261

 

 

155,261

Non-controlling interest in Consolidated Funds

 

 

6,494,765

 

(647,630)

 

5,847,135

Non-controlling interest in equity of AHI, AI and consolidated subsidiaries

 

167,731

 

 

 

167,731

Controlling interest in equity of AHI, AI and consolidated subsidiaries:

 

 

 

 

 

 

 

 

Members’ equity

 

321,891

 

 

 

321,891

Common stock (class A shares, 50,000 authorized, 5,010 shares issued and outstanding, $0.001 par value)

 

0

 

 

 

0

Additional paid in capital

 

338,375

 

 

 

338,375

Retained earnings

 

(135,573)

 

 

 

(135,573)

Accumulated other comprehensive gain

 

985

 

 

 

985

Total controlling interest in equity of AHI, AI and consolidated subsidiaries

 

525,678

 

 

 

525,678

Total equity

 

693,409

 

6,494,765

 

(647,630)

 

6,540,544

Total liabilities, redeemable interests, non-controlling interests and equity

 

$1,444,782

 

$23,066,510

 

$(805,908)

 

$23,705,384

 

20



 

Exhibit E.  Supplemental Financial Information Consolidating Schedules (continued) ($ in thousands, except share data)

 

 

 

For the Three Months Ended March 31, 2013

 

 

Consolidated
Company
Entities

 

Consolidated
Funds

 

Eliminations

 

Consolidated

Revenues

 

 

 

 

 

 

 

 

Management fees (includes ARCC Part I Fees of $23,836)

 

$108,630

 

$—

 

$(30,236)

 

$78,394

Performance fees

 

99,413

 

 

(74,259)

 

25,154

Other fees

 

4,660

 

 

(671)

 

3,989

Total revenues

 

212,703

 

 

(105,166)

 

107,537

Expenses

 

 

 

 

 

 

 

 

Compensation and benefits

 

71,975

 

 

 

71,975

Performance fee compensation

 

63,002

 

 

 

63,002

General, administrative and other expense

 

16,982

 

 

 

16,982

Consolidated Fund expenses

 

 

122,345

 

(61,237)

 

61,108

Total expenses

 

151,959

 

122,345

 

(61,237)

 

213,067

Other income (expense)

 

 

 

 

 

 

 

 

Interest and other income

 

2,208

 

 

(1,557)

 

651

Interest expense

 

(2,425)

 

 

 

(2,425)

Net realized gain (loss) on investments

 

19,577

 

 

(20,714)

 

(1,137)

Net change in unrealized appreciation on investments

 

3,050

 

 

5,235

 

8,285

Interest and other income of Consolidated Funds

 

 

311,686

 

(196)

 

311,490

Interest expense of Consolidated Funds

 

 

(131,178)

 

5,220

 

(125,958)

Net realized gain on investments of Consolidated Funds

 

 

57,956

 

 

57,956

Net change in unrealized appreciation (depreciation) on investments of Consolidated Funds

 

 

105,225

 

(973)

 

104,252

Total other income

 

22,410

 

343,689

 

(12,985)

 

353,114

Income before taxes

 

83,154

 

221,344

 

(56,914)

 

247,584

Income tax expense

 

8,611

 

15,839

 

 

24,450

Net income

 

74,543

 

205,505

 

(56,914)

 

223,134

Less: Net income attributable to non-controlling interests and redeemable non-controlling interests in Consolidated Funds

 

 

205,505

 

(56,914)

 

148,591

Less: Net income attributable to non-controlling interests in consolidated subsidiaries

 

12,601

 

 

 

12,601

Net income attributable to controlling interests in AHI, AI and consolidated subsidiaries

 

$61,942

 

$—

 

$—

 

$61,942

 

21


 


 

Exhibit F.  Reconciliation from Combined Segments(1)  to GAAP Financials ($ in thousands)

 

 

 

For the Three Months Ended March 31,

 

 

2014

 

2013

Economic net income and fee related earnings:

 

 

 

 

Income before taxes

 

$274,675

 

$247,584

Adjustments

 

 

 

 

Amortization of intangibles

 

8,831

 

2,299

Depreciation expense

 

2,059

 

1,233

Equity compensation expenses

 

5,339

 

6,310

Income tax expense

 

 

41

Acquisition-related expenses

 

1,421

 

750

Placement fees and underwriting costs

 

1,052

 

82

OMG expenses, net

 

35,800

 

20,181

Income of non-controlling interests in Consolidated Funds

 

(225,181)

 

(148,591)

Income tax expense (benefit) of non-controlling interests in Consolidated Funds

 

9,209

 

(15,839)

Economic net income

 

$113,205

 

$114,050

Total performance fee income- realized

 

$(23,338)

 

$(18,050)

Total performance fee income - unrealized

 

(40,092)

 

(81,363)

Total performance fee expense- realized

 

16,007

 

7,245

Total performance fee expense - unrealized

 

24,718

 

55,757

Net investment income

 

(23,740)

 

(22,410)

Fee related earnings

 

$66,760

 

$55,229

Management fees

 

139,861

 

108,630

Administrative fees and other income

 

1,473

 

205

Compensation and benefits

 

(62,697)

 

(45,833)

General, administrative and other expenses

 

(11,877)

 

(7,773)

Fee related earnings

 

$66,760

 

$55,229

 

 

 

 

 

Performance related earnings:

 

 

 

 

Income before taxes

 

$274,675

 

$247,584

Adjustments

 

 

 

 

Amortization of intangibles

 

8,831

 

2,299

Depreciation expense

 

2,059

 

1,233

Equity compensation expenses

 

5,339

 

6,310

Income tax expense(2) 

 

 

41

Acquisition-related expenses

 

1,421

 

750

Placement fees and underwriting costs

 

1,052

 

82

OMG expenses, net

 

35,800

 

20,181

Income of non-controlling interests in Consolidated Funds

 

(225,181)

 

(148,591)

Income tax expense (benefit) of non-controlling interests in Consolidated Funds

 

9,209

 

(15,839)

Economic net income

 

113,205

 

114,050

Total management fees

 

(139,861)

 

(108,630)

Administrative fees and other income

 

(1,473)

 

(205)

Compensation and benefits

 

62,697

 

45,833

General, administrative and other expenses

 

11,877

 

7,773

Performance related earnings

 

$46,445

 

$58,821

Total performance fee income - realized

 

$23,338

 

$18,050

Total performance fee income - unrealized

 

40,092

 

81,363

Total performance fee expense - realized

 

(16,007)

 

(7,245)

Total performance fee expense - unrealized

 

(24,718)

 

(55,757)

Net investment income

 

23,740

 

22,410

Performance related earnings

 

$46,445

 

$58,821

 

22



 

Distributable earnings:

 

 

 

 

Income before taxes

 

$274,675

 

$247,584

Adjustments:

 

 

 

 

Amortization of intangibles

 

8,831

 

2,299

Equity compensation expenses

 

5,339

 

6,310

OMG distributable loss(3) 

 

37,512

 

20,472

Income of non-controlling interests in Consolidated Funds

 

(225,181)

 

(148,591)

Income tax expense (benefit) of non-controlling interests in Consolidated Funds

 

9,209

 

(15,839)

Unrealized performance fees

 

(40,092)

 

(81,363)

Unrealized performance fee compensation expense

 

24,718

 

55,757

Unrealized investment and other loss

 

(2,952)

 

(3,350)

Distributable earnings

 

$92,059

 

$83,279

Fee related earnings

 

$66,760

 

$55,229

Performance fees—realized

 

23,338

 

18,050

Performance fee compensation expense—realized

 

(16,007)

 

(7,245)

Other income realized, net

 

20,788

 

19,060

Net performance fee—realized

 

28,119

 

29,865

Less:

 

 

 

 

One time acquisition costs

 

-

 

(750)

Income tax expense(2) 

 

-

 

(41)

Placement fees and underwriting costs

 

(1,052)

 

(82)

Non cash depreciation and amortization(4) 

 

(1,768)

 

(942)

Distributable earnings

 

$92,059

 

$83,279

 

(1)          Excludes results of the OMG.

(2)          Relates to local income taxes paid by subsidiary operating entities included in general, administrative and other expenses.

(3)          Represents OMG distributable earnings which includes depreciation expense.

(4)          Depreciation and amortization is reduced by the amounts attributed to OMG equal to $291 and $291 for the periods ended March 31, 2014 and 2013, respectively.

 

23



 

Exhibit G.  Pro Forma Units (1) 

 

 

 

Pro Forma
GAAP Units

 

Adjusted
Common Units

 

Ares Management, L.P. Common Units Outstanding

 

80,667,664

 

80,667,664

 

Ares Operating Group Units (Exchangeable Into Common Units) Outstanding

 

130,921,766

 

-

 

Dilutive Effect of Unvested Restricted Common Units(2)

 

2,032,818

 

774,910(3)

 

Dilutive Effect of Unvested Stock Options

 

-

 

-

 

Total Pro Forma Units

 

213,622,248

 

81,442,574

 

 

(1)                Units Outstanding are shown pro forma for the IPO, which was completed on May 7, 2014, of 11,363,636 in common units and includes an additional 225,794 common units issued pursuant to the partial exercise by the underwriters of their option to purchase additional units which was completed on June 4, 2014.

(2)                We apply the treasury stock method to determine the dilutive weighted-average common units represented by our restricted units to be settled in common units and options to acquire common units. Under the treasury stock method, compensation expense attributed to future services and not yet recognized is presumed to be used to acquire outstanding common units, thus reducing the weighted-average number of units and the dilutive effect of these awards.

(3)                Represent proportional dilutive impact based upon the percentage of Ares Operating Group Units owned (38.12%).

 

Exhibit H.  Pro Forma Data for the Three Months Ended March 31, 2014 ($ in thousands, except per unit data)

 

Pro Forma Economic Net Income per Unit

 

 

 

Economic Net Income Before Taxes

 

$77,405

 

Less Entity Level Foreign, State and Local Taxes

 

(206)

 

Economic Net Income After Entity Level, Foreign, State and Local Taxes

 

$77,199

 

Pro Forma Economic Net Income per Unit

 

$0.36

 

 

 

 

 

Pro Forma After Tax Economic Net Income per Unit

 

 

 

Economic Net Income After Entity Level, Foreign, State and Local Taxes

 

$77,199

 

Less Provision for Income Taxes (1) 

 

(4,724)

 

Pro Forma After Tax Economic Net Income

 

$72,475

 

Pro Forma After Tax Economic Net Income per Unit

 

$0.34

 

 

 

 

 

Pro Forma After Tax Economic Net Income per Common Unit

 

 

 

Economic Net Income After Entity Level, Foreign, State and Local Taxes

 

$77,199

 

x Pro Forma Common Ownership Percentage

 

38.12%

 

Pro Forma Economic Net Income Attributable to Common Unitholders

 

$29,428

 

Less Provision for Income Taxes (1) 

 

(4,724)

 

Pro Forma After Tax Economic Net Income Attributable to Common Unitholders

 

$24,704

 

Pro Forma After Tax Economic Net Income per Common Unit

 

$0.30

 

 

 

 

 

 

 

 

 

Pro Forma Distributable Earnings per Ares Operating Group Unit Outstanding

 

 

 

Distributable Earnings

 

$54,753

 

Less Entity Level Foreign, State and Local Tax

 

(206)

 

Distributable Earnings After Entity Level Foreign, State and Local Tax

 

$54,547

 

 

 

 

 

Less: Dividend Equivalent Related to RSUs (2)

 

(1,129)

 

Pro Forma Distributable Earnings after Dividend Equivalent

 

$53,418

 

x Pro Forma Ares Operating Group Units (Exchangeable into Common Units) Percentage

 

61.88%

 

Pro Forma Distributable Earnings Attributable to Ares Operating Group Units (Exchangeable into Common Units)

 

$33,055

 

Pro Forma Distributable Earnings per Ares Operating Group Unit (Exchangeable into Common Units) Outstanding

 

$0.25

 

 

 

 

 

Pro Forma Distributable Earnings per Common Unit Outstanding

 

 

 

Pro Forma Distributable Earnings after Dividend Equivalent

 

$53,418

 

x Pro Forma Common Ownership Percentage

 

38.12%

 

Pro Forma Distributable Earnings Attributable to Common Unitholders

 

$20,363

 

Less Current Provision for Income Taxes(3)

 

(2,865)

 

Pro Forma Distributable Earnings After Tax Attributable to Common Unitholders

 

$17,498

 

Pro Forma Distributable Earnings per Common Unit Outstanding

 

$0.22

 

 

(1)          The provision for income taxes on ENI was calculated by multiplying (1) Ares’ pro forma share of ENI that is subject to corporate level taxes (reduced by the pro forma interest expense attributable to a intercompany loan between Ares and a corporate subsidiary) by (2) Ares’ assumed  corporate tax rate.

(2)          Unvested restricted unitholders will receive pro rata cash payments as if their units were fully vested.  The dividend equivalent represents the amount that will be paid to the unvested restricted unitholders on a pro forma basis.

(3)          The provision for income taxes on Distributable Earnings (DE) represents the current provision for income taxes on pre-tax net income or loss (reduced by the pro forma interest expense attributable to an intercompany loan between Ares and a corporate subsidiary), adjusted to reflect Ares’ post-IPO ownership percentage (which differed slightly from the pre-IPO ownership percentage) of Ares’ tax paying corporate subsidiaries.

 

24



 

Exhibit I. Glossary of Terms

 

ARCC Part I Fees

ARCC Part I Fees refers to fees based on ARCC’s net investment income (before ARCC Part I Fees and fees based on ARCC’s net capital gains, which are paid annually (“ARCC Part II Fees”)), which are paid quarterly.

Ares Operating Group Units

Ares Operating Group Units refer, collectively, to a partnership unit in each of the Ares Operating Group entities, which include Ares Holdings L.P., Ares Domestic L.P., Ares Offshore Holdings L.P., Ares Investments L.P. and Ares Real Estate Holdings L.P.

 

Assets Under Management

Assets Under Management (or “AUM”) refers to the assets of our funds. For our funds other than CLOs, our AUM represents the sum of the net asset value of such funds, the drawn and undrawn debt (at the fund level including amounts subject to restrictions) and uncalled committed capital (including commitments to funds that have yet to commence their investment periods). For our funds that are CLOs, our AUM represents subordinated notes (equity) plus all drawn and undrawn debt tranches.

 

Consolidated Funds

Consolidated Funds refers collectively to certain Ares-affiliated funds, related co-investment entities and certain CLOs that are required under GAAP to be consolidated in our combined and consolidated financial statements.

 

Economic Net Income

Economic net income (or “ENI”) represents net income excluding (a) income tax expense, (b) operating results of our Consolidated Funds, (c) depreciation expense, (d) the effects of changes arising from corporate actions, and (e) certain other items that we believe are not indicative of our performance. Changes arising from corporate actions include equity-based compensation expenses, the amortization of intangible assets, transaction costs associated with acquisitions and capital transactions, placement fees and underwriting costs and expenses incurred in connection with corporate reorganization.

 

Distributable Earnings

Distributable earnings (or “DE”) is a pre income tax measure that is used to assess performance and amounts potentially available for distributions to stakeholders. Distributable earnings is calculated as the sum of Fee Related Earnings, realized performance fees, realized performance fee compensation expense, realized net other income, and further adjusts for expenses arising from transaction costs associated with acquisitions, placement fees and underwriting costs, expenses incurred in connection with corporate reorganization and depreciation. Distributable earnings differs from income before taxes computed in accordance with GAAP as it is presented before giving effect to unrealized performance fee income, unrealized performance fee compensation expense, unrealized net investment income, amortization of intangibles, equity compensation expense and is further adjusted by certain items described in “Management’s Discussion and Analysis of Financial Condition and Results of Operations ---Reconciliation of Certain Non-GAAP Measures to Consolidated GAAP Financial Measures.”

 

Fee Earning Assets Under Management

Fee earning AUM (or “FEAUM”) refers to the AUM of our funds on which we directly or indirectly earn management fees. Fee earning AUM is equal to the sum of all the individual fee bases of our funds that contribute directly or indirectly to our management fees.

 

 

25



 

Fee Related Earnings

Fee related earnings (or “FRE”) is a component of ENI and is used to assess the ability of our business to cover direct base compensation and operating expenses from management fees. FRE differs from income before taxes computed in accordance with GAAP as it adjusts for the items included in the calculation of ENI and further adjusts for performance fees, performance fee compensation, investment income from our Consolidated Funds and certain other items that we believe are not indicative of our performance.

Incentive Generating Assets Under Management

Incentive generating AUM (or “IGAUM”) refers to the AUM of our funds that are currently generating, on a realized or unrealized basis, performance fee revenue. It generally represents the NAV of our funds for which we are entitled to receive a performance fee, excluding capital committed by us and our professionals (which generally is not subject to a performance fee).

Incentive Eligible Assets Under Management

Incentive eligible AUM (or “IEAUM”) refers to the AUM of our funds that are eligible to produce performance fee revenue, regardless of whether or not they are currently generating performance fees. It generally represents the NAV plus uncalled equity of our funds for which we are entitled to receive a performance fee, excluding capital committed by us and our professionals (which generally is not subject to a performance fee).

Operations Management Group

In addition to our four segments, we have an Operations Management Group (the “OMG”) that consists of five independent, shared resource groups to support our reportable segments by providing infrastructure and administrative support in the areas of accounting/finance, operations/information technology, business development, legal/compliance and human resources. The OMG’s expenses are not allocated to our four reportable segments but we consider the cost structure of the OMG when evaluating our financial performance. This information constitutes non GAAP financial information within the meaning of Regulation G, as promulgated by the SEC. Our management uses this information to assess the performance of our reportable segments and our Operations Management Group, and we believe that this information enhances the ability of unitholders to analyze our performance.

Our Funds

Our funds refers to the funds, alternative asset companies and other entities and accounts that are managed or co-managed by Ares. It also includes funds managed by Ivy Hill Asset Management, L.P. (“IHAM”), a wholly owned portfolio company of ARCC, and a registered investment adviser

Performance Related Earnings

Performance related earnings (or “PRE”) is a measure used to assess our investment performance. PRE differs from income (loss) before taxes computed in accordance with GAAP as it only includes performance fee income, performance fee compensation and investment income earned from our Consolidated Funds and non-consolidated Funds.

Senior Secured Loan Fund LLC

Senior Secured Loan Fund LLC (or “SSLP”) is a program co-managed by a subsidiary of Ares through which ARCC co-invests with affiliates of General Electric Company.

 

Total Fee Revenue

Total fee revenue refers to the sum of segment management fees and net performance fees.

 

 

26