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Exhibit 99.1

 

 

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

 

·                 Total assets under management1 increased 30.1% over the last twelve months to $79.2 billion as of June 30, 2014

·                 Management fees and total fee revenue increased 26.7% and 53.0%, respectively,  compared to the second quarter of 2013

·                 Management fees were 88.5% of total fee revenue for the three months ended June 30, 2014

·                 Second quarter 2014 economic net income was $75.1 million; pro forma for the initial public offering, economic net income after tax was $69.9 million or $0.33 per unit

·                 Distributable earnings were $48.6 million; distributable earnings after tax were $0.18 per common unit

·                 Declared second quarter distribution of $0.18 per common unit

·                 Second quarter GAAP net income2 was $2.7 million

 

LOS ANGELES -- Ares Management, L.P.  (the “Company,” “Ares,” “we,” and “our”) (NYSE:ARES) today reported its financial results for the quarter ended June 30, 2014.  As Ares was not a public company prior to its initial public offering (“IPO”), which closed on May 7, 2014, and the related reorganization, the historical financial results reported herein represent those of our predecessor owners.

 

“We continue to experience rapid growth in AUM and management fee revenue as our diversified asset management platform is uniquely positioned to deliver strong and stable returns across a variety of asset classes for our investors,” commented Tony Ressler, Chief Executive Officer of Ares.  “We hope to deliver an attractive and growing dividend stream to our investors over time as we capitalize on the industry opportunity and our expanded platform.”

 

During the twelve months ended June 30, 2014, Ares reported strong growth in both assets under management and fee earning assets under management of 30.1% and 21.2%, reaching $79.2 billion and $59.2 billion, respectively.

 

“With a record $19.0 billion of dry powder to invest, we believe we are well positioned to take advantage of investing opportunities across the platform, and at the same time, grow our fee revenues,” commented Michael Arougheti, President of Ares.  “Based upon known realization activity for the third quarter, we expect a near term pick-up in realizations which should bode well for distributable earnings when compared to second quarter levels.”

 

Economic net income for the three months ended June 30, 2014 was $75.1 million compared to $18.2 million for the second quarter of 2013.  The increase was primarily attributable to an increase of $7.7 million, $27.2 million and $14.6 million in performance related earnings within the Tradable Credit, Private Equity and Real Estate Groups, respectively, as these segments reported higher unrealized incentive income and unrealized investment income during the second quarter of 2014 compared to 2013.  In addition, fee related earnings for the three months ended June 30, 2014 were $4.5 million higher compared to the three months ended June 30, 2013.  On a pro forma basis, taking into consideration the reorganization related to the IPO, second quarter economic net income, net of income taxes, was $69.9 million or $0.33 per unit. Economic net income for the six months ended June 30, 2014 was $152.5 million, an

 


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



 

increase of 36.1% compared to the six months ended June 30, 2013, driven by higher net investment income and net performance fees primarily from funds in the Private Equity Group.

 

Distributable earnings were $48.6 million for the three months ended June 30, 2014 compared to $67.8 million for the three months ended June 30, 2013, driven by lower net realized performance fees of $10.1 million and a decline of realized investment income of $10.8 million.  The decline in net realized performance fees was attributable to reduced exit activity within the Private Equity Group and the decline in realized net investment income was attributable to lower fund liquidations within the Tradable Credit Group compared to the three months ended June 30, 2013.  Distributable earnings were $102.9 million for the six months ended June 30, 2014 compared to $130.6 million for the six months ended June 30, 2013.  The decline was driven by a reduction in net realized performance fees of $13.6 million and lower realized investment income.

 

For the second quarter, distributable earnings after applicable income taxes allocated to common unitholders were $14.4 million or $0.18 per common unit. Ares declared a second quarter distribution of $0.18 per common unit payable on August 29, 2014 to common unitholders of record as of August 25, 2014.

 

Ares has also provided additional information in its Second Quarter 2014 Earnings Presentation which can be viewed at www.aresmgmt.com under “Investors Resources – Presentations and Reports.”

 

2



 

ARES MANAGEMENT, L.P.

KEY PERFORMANCE METRICS AS OF JUNE 30, 2014

 

$ in thousands unless otherwise noted

 

Three months ended
June 30,

 

Six months ended
June 30,

 

 

 

2014

 

2013

 

2014

 

2013

 

 

 

 

 

 

 

 

 

 

 

Management Fees (includes ARCC Part I Fees of $25,666 and $25,661 for the three months ended June 30, 2014 and 2013, respectively and $53,984 and $49,497, for the six months ended June 30, 2014 and 2013, respectively)

 

$143,403

 

$113,220

 

$283,264

 

$221,850

 

Other Fees (Admin. & Deal Income)

 

6,576

 

4,321

 

13,441

 

8,982

 

Compensation & Benefits (1)

 

(88,742)

 

(68,448)

 

(179,096)

 

(133,364)

 

General &Administrative Expenses (2)

 

(26,198)

 

(18,541)

 

(51,612)

 

(31,867)

 

Fee Related Earnings

 

$35,040

 

$30,553

 

$65,999

 

$65,601

 

 

 

 

 

 

 

 

 

 

 

Net Performance Fees

 

$18,647

 

$(7,284)

 

$41,353

 

$29,127

 

Net Investment Income

 

21,364

 

(5,121)

 

45,102

 

17,290

 

Performance Related Earnings (Loss)

 

$40,011

 

$(12,405)

 

$86,455

 

$46,417

 

 

 

 

 

 

 

 

 

 

 

Economic Net Income

 

$75,051

 

$18,148

 

$152,454

 

$112,018

 

Economic Net Income After Income Taxes (3)

 

$69,966

 

 

 

$142,441

 

 

 

Economic Net Income After Income Taxes per Unit (3)

 

$0.33

 

 

 

$0.67

 

 

 

Distributable Earnings

 

$48,553

 

$67,762

 

$102,892

 

$130,553

 

Distributable Earnings After Income Taxes per Common Unit (4)

 

$0.18

 

 

 

$0.40

 

 

 

 

 

 

 

 

 

 

 

 

 

Other Data

 

 

 

 

 

 

 

 

 

Accrued Incentives (Gross)

 

$525,826

 

$404,063

 

$525,826

 

$404,063

 

Accrued Incentives (Net)

 

$190,627

 

$171,893

 

$190,627

 

$171,893

 

Management Fees as a Percentage of Total Fee Revenue (5)

 

88.5%

 

106.9%

 

87.3%

 

88.4%

 

 

(1)          Includes compensation and benefits attributable to OMG of $26.0 million and $19.6 million for the three months ended June 30, 2014 and 2013, respectively, and $53.6 million and $38.7 million for the six months ended June 30, 2014 and 2013, respectively, which is not allocated to a business segment.

(2)          Includes G&A attributable to OMG of $13.0 million and $8.6 million for the three months ended June 30, 2014 and 2013, respectively, and $26.5 million and $14.2 million for the six months ended June 30, 2014 and 2013, respectively, which is not allocated to a business segment.

(3)          Represents pro forma results assuming Ares IPO and reorganization had taken place on January 1, 2014. Total units of 212,170,186 include both common units and Ares Operating Group Units that are exchangeable for common units on a one-for-one basis.

(4)          Distributable earnings attributable to common unitholders is presented on a pro forma basis as if Ares’ IPO occurred on January 1, of 2014 for the first quarter of 2014, and actual for the second quarter of 2014. The per unit calculation uses total common units outstanding.  See “Exhibit G. Per Unit Calculations for the Three Months Ended June 30, 2014” for more detail.

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

 

Management Fee Revenue. Management fee revenue increased $30.2 million to $143.4 million for the three months ended June 30, 2014 compared to $113.2 million in the same 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, (ii) the Real Estate Group due to $12.3 million in management fees from the funds acquired in the AREA Acquisition that occurred during the third quarter of 2013, and $4.5 million from new funds and (iii) the Tradable Credit Group due to new funds launched in 2014.

 

Compensation and Benefits. Compensation and benefits increased by $20.3 million for the three months ended June 30, 2014 compared to the same period in 2013. The increase was primarily attributable to an increase of $8.1 million from new personnel from the AREA Acquisition, as well as more than 80 new hires.

 

General and Administrative Expenses. General and administrative expenses increased by $7.7 million to $26.2 million for the three months ended June 30, 2014 compared to the three months ended June 30, 2013, due primarily to increases in consulting expenses and to increases in office expenses due to the AREA Acquisition.

 

Fee Related Earnings. FRE increased to $35.0 million for the three months ended June 30, 2014 compared to $30.6 million for the same period in 2013, primarily due to the increase in management fees and administrative fees received from the Company’s affiliated funds.  The increase in FRE was partially offset by the increase in compensation and benefits and general and administrative expenses.

 

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Performance Related Earnings. PRE was $40.0 million for the three months ended June 30, 2014 compared to $(12.4) million for the same period in 2013. The increase in PRE was primarily attributable to an increase of $26.5 million in net investment income and $25.9 million in net performance fees, primarily driven by the Private Equity Group.

 

Economic Net Income. ENI was $75.1 million for the three months ended June 30, 2014 compared to $18.2 million for the same period in 2013. The increase in ENI was driven by a $4.5 million increase in FRE, and the aforementioned increase in PRE.   ENI after the provision for taxes was $69.9 million, or $0.33 per unit, for the second quarter of 2014. The effective tax rate was 6.8% for the three months ended June 30, 2014.

 

Distributable Earnings. Total distributable earnings decreased by $19.2 million for the three months ended June 30, 2014 compared to the same period in 2013. This decrease was primarily driven by a $10.1 million decrease in net realized performance fees and a $10.8 million decrease in realized investment income. The decrease in DE was partially offset by a $4.5 million increase in FRE.

 

Accrued Incentives Fees. Net accrued incentive fees as of June 30, 2014 increased by $18.7 million to $190.6 million compared to $171.9 million as of June 30, 2013. The increase in net accrued incentive fees was attributable to the increasing portfolio company valuations within the Private Equity and Direct Lending Groups.

 

4



 

Assets Under Management

 

 

 

AUM

 

($ in millions)

 

For the three
months ended
June 30, 2014

 

For the twelve
months ended
June 30, 2014

 

Beginning of Period AUM

 

$77,046

 

$60,918

 

Acquisitions

 

37

 

6,128

 

Commitments (1)

 

4,426

 

19,429

 

Capital Reduction (2)

 

(1,633)

 

(5,781)

 

Distribution (3)

 

(1,381)

 

(6,084)

 

Change in Fund Value (4)

 

743

 

4,629

 

End of Period AUM

 

$79,238

 

$79,238

 

Average AUM

 

$78,142

 

$70,078

 

(1)          Represents new commitments during the period, including equity and debt commitments and gross inflows into our open-ended managed accounts and sub-advised accounts, as well as equity offerings by our publicly traded vehicles.

(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 foreign currency.

 

Total AUM was $79.2 billion as of June 30, 2014, an increase of $2.2 billion, or 2.8%, compared to total AUM of $77.0 billion as of March 31, 2014.  The increase in AUM was primarily due to $4.4 billion in new commitments raised, which consisted of (i) $1.5 billion to our leveraged loan funds ($638 million in equity commitments and $843 million in debt commitments), (ii) $889 million in equity commitments to our high yield funds, (iii) $338 million in equity commitments to our Alternative Credit funds, (iv) $958 million in our Direct Lending funds ($677 million in equity and $281 million in debt) and (v) $440 million in equity commitments in Real Estate funds.  The increase in AUM was partially offset by a capital reduction of $1.6 billion primarily in the Tradable Credit Group.  Distributions for the three months ended June 30, 2014 totaled $1.1 billion, of which $173 million was attributable to the Tradable Credit Group, $305 million was attributable to the Direct Lending Group, $258 million was attributable to the Private Equity Group and $317 million was attributable to the Real Estate Group.

 

For the twelve months ended June 30, 2014, AUM increased $18.3 billion, or 30.1%, compared to total AUM of $60.9 billion as of June 30, 2013.  The increase in AUM was primarily due to $19.4 billion of new commitments, which consisted of (i) $8.8 billion to our leveraged loan funds ($2.3 billion in equity commitments and $6.5 billion in debt commitments), (ii) $1.4 billion in equity commitments to our high yield funds, (iii) $2.1 billion to our Alternative Credit funds (comprised of $2.0 billion in equity commitments and $0.1 billion in debt commitments), (iv) $5.0 billion to our Direct Lending funds (comprised of $1.9 billion in equity commitments and $3.1 billion in debt commitments), and (v) $2.2 billion to our Real Estate funds (comprised of $1.2 billion in equity commitments and $1.0 billion in debt commitments).  In addition, AUM increased $6.1 billion due to the AREA Acquisition in July 2013.  The increase in AUM was partially offset by capital reductions of $5.8 billion, of which $5.6 billion was attributable to the Tradable Credit Group.  Distributions for the twelve months ended June 30, 2014 totaled $4.6 billion, of which $1.1 billion was attributable to the Tradable Credit Group, $1.0 billion was attributable to the Private Equity Group, $845 million was attributable to the Direct Lending Group and $1.6 billion was attributable to the Real Estate Group.

 

5



 

Fee-Earning Assets Under Management

 

 

 

FEAUM

 

($ in millions)

 

For the three
months ended
June 30, 2014

 

For the twelve
months ended
June 30, 2014

 

Beginning of Period FEAUM

 

$57,228

 

$48,867

 

Acquisitions

 

-

 

5,384

 

Commitments (1)

 

1,198

 

3,778

 

Subscriptions / Deployment / Increase in Leverage (2)

 

2,927

 

10,095

 

Redemptions / Distributions / Decrease in Leverage (3)

 

(2,166)

 

(11,287)

 

Market Appreciation / (Depreciation) (4)

 

128

 

2,953

 

Change in Fee Basis (5)

 

(70)

 

(547)

 

End of Period FEAUM

 

$59,244

 

$59,244

 

Average FEAUM

 

$58,236

 

$54,046

 

 

(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 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 $59.2 billion as of June 30, 2014, an increase of $2.0 billion, or 3.5%, compared to total FEAUM of $57.2 billion as of March 31, 2014.  The increase in FEAUM was primarily due to Subscriptions / Deployment / Increase in Leverage of $1.5 billion and $1.4 billion in the Tradable Credit Group and Direct Lending Group, respectively.  New commitments of $850 million in the Tradable Credit Group and $342 million in the Real Estate Group further added to the increase in FEAUM.  Partially offsetting the increase in FEAUM were Redemptions / Distributions / Decreases in Leverage of $1.4 billion and $412 million from the Tradable Credit Group and Direct Lending Group, respectively.

 

For the twelve months ended June 30, 2014, FEAUM increased $10.4 billion, or 21.2%, compared to total FEAUM of $48.9 billion as of June 30, 2013.  The increase in FEAUM was primarily due to Subscriptions / Deployment / Increase in Leverage of $10.1 billion, which was mainly comprised of $4.7 billion attributable to the Tradable Credit Group and $4.7 billion attributable to the Direct Lending Group.  In addition, the AREA Acquisition in July 2013 contributed $5.4 billion in FEAUM to the Real Estate Group.  The increase in FEAUM was partially offset by Redemptions / Distributions / Decrease in Leverage of $11.3 billion, of which $7.5 billion was attributable to the Tradable Credit Group, $437 million was attributable to the Private Equity Group, $1.8 billion was attributable to the Direct Lending Group and $1.6 billion was attributable to the Real Estate Group.

 

Incentive Generating AUM and Incentive Eligible AUM

 

($ in millions)

 

 

 

As of June 30, 2014

 

As of March 31, 2014

 

 

 

Incentive
Generating AUM

 

Incentive Eligible AUM

 

Incentive
Generating AUM

 

Incentive Eligible
AUM

 

Tradable Credit Group

 

$4,594

 

$7,448

 

$4,920

 

$7,683

 

Direct Lending Group(1) 

 

9,513

 

13,668

 

8,969

 

13,474

 

Private Equity Group

 

4,058

 

9,296

 

4,075

 

9,296

 

Real Estate Group

 

1,993

 

5,829

 

1,550

 

5,508

 

Total

 

$20,158

 

$36,241

 

$19,514

 

$35,961

 

(1)          Includes the applicable IGAUM or IEAUM of ARCC (which totaled $8,067 and $7,804 as of June 30, 2014, respectively, and $9,862, and $9,894 as of March 31, 2014, respectively, as a result of ARCC Part II Fees).

 

Total Incentive Generating AUM (“IGAUM”) was $20.2 billion as of June 30, 2014, an increase of $0.6 billion, or 3.3%, compared to total IEAUM of $19.5 billion as of March 31, 2014.

 

Total Incentive Eligible AUM (“IEAUM”) was $36.2 billion as of June 30, 2014, compared to $36.0 billion as of March 31, 2014.  Funds not yet contributing incentive fees as of June 30, 2014 primarily include ACOF IV, European Real Estate Fund III, European Real Estate Fund IV, ACRE and Ares European Loan Opportunities Fund.

 

AUM within carry represented approximately 55.4% of Incentive Eligible AUM and represented 62.0% of incentive eligible funds.

 

6



 

Available Capital and Assets Under Management Not Yet Earning Fees

 

($ in millions)

 

 

As of June 30, 2014

 

As of March 31, 2014

 

 

 

Available
Capital

 

AUM Not Yet
Earning Fees

 

Available
Capital

 

AUM Not Yet
Earning Fees

 

Tradable Credit Group

 

$5,418

 

$2,061

 

$5,094

 

$1,657

 

 

 

 

 

 

 

 

 

 

 

Direct Lending Group

 

7,098

 

6,784

 

7,177

 

6,894

 

 

 

 

 

 

 

 

 

 

 

Private Equity Group

 

4,369

 

727

 

4,406

 

737

 

 

 

 

 

 

 

 

 

 

 

Real Estate Group

 

2,083

 

620

 

1,516

 

519

 

 

 

 

 

 

 

 

 

 

 

Total

 

$18,969

 

$10,191

 

$18,193

 

$9,807

 

 

Total available capital was $19.0 billion as of June 30, 2014, an increase of $0.8 billion or 4.3%, compared to $18.2 billion as of March 31, 2014.  Total AUM Not Yet Earnings Fees was $10.2 billion, an increase of $0.4 billion or 3.9% compared to $9.8 billion as of March 31, 2014.

 

7



 

Results Excluding Consolidated Funds

 

Net income of the Company excluding the effect of the Consolidated Funds for the three months ended June 30, 2014 was $2.7 million.

 

Investment Capacity and Liquidity

 

As of June 30, 2014, our cash and cash equivalents were $87.4 million, investments at fair value were $585.2 million, and net performance fees receivable were $190.6 million.  As of June 30, 2014, the Company had a $1.0 billion revolving credit facility with approximately $848.0 million in available capital.

 

($ in thousands)

 

June 30, 2014

 

December 31, 2013

 

 

 

 

 

 

 

Cash and cash equivalents

 

$87,445

 

$89,802

 

Investments, at fair value

 

585,157

 

504,291

 

Debt obligations

 

202,869

 

153,119

 

Net performance fees receivable

 

190,627

 

185,773

 

 

Distribution

 

On August 13, 2014, the board of directors of our general partner declared a quarterly distribution of $0.18 per common unit to common unitholders of record at the close of business on August 25, 2014, payable on August 29, 2014.

 

Recent Developments

 

·                  On July 16, 2014, Ares Capital Corporation completed an equity offering raising $258 million in net proceeds. Ares Capital Corporation is externally managed by an affiliate of the Company.

 

·                On July 30, 2014, Ares Management LLC agreed to provide credit support to a new $75 million credit facility entered into by a wholly owned subsidiary of ACRE with City National Bank, a national banking association. Ares Management LLC is the parent entity to ACRE’s external manager and will receive a credit support fee of 1.50% per annum.

 

·                On August 4, 2014, the Company announced the pricing of Ares XXXI CLO Ltd., a $1.26 billion Collateralized Loan Obligation (“CLO”) and the largest in the firm’s history. Ares XXXI is sponsored by Ares’ Tradable Credit Group and is one of the largest CLOs raised in the market since 2007. Ares XXXI is primarily comprised of broadly syndicated First Lien Senior Secured U.S. Bank Loans. The closing of Ares XXXI is expected by the end of the third quarter, subject to customary closing conditions.

 

·                  On August 7, 2014, the Company’s Tradable Credit Group held a first closing of $722 million for its fourth special situations fund.

 

Conference Call and Webcast Information

 

On Wednesday August 13, 2014, the Company invites all interested persons to attend its webcast/conference call at 12:00 p.m. (Eastern Time) to discuss its second 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 our 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 6085119 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 August 26, 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 10048809. An archived replay will also be available through August 26, 2014 on a webcast link located on the Home page of the Investor Resources section of our website.

 

8



 

About Ares Management, L.P.

 

Ares is a leading global alternative asset manager with approximately $79 billion of assets under management and approximately 700 employees in more than 15 offices in the United States, Europe and Asia as of June 30, 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.

 

Nothing in this press release constitutes an offer to sell or solicitation of an offer to buy any securities of Ares.

 

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

 

9



 

Appendix

 

Exhibit A.  Operating Segments

($ in millions)

 

 

Available
Capital

 

Fair Value of
Capital

 

AUM

 

Tradable Credit Group

 

$5,418

 

$26,979

 

$32,397

 

 

 

 

 

 

 

 

 

Direct Lending Group

 

7,098

 

21,074

 

28,172

 

 

 

 

 

 

 

 

 

Private Equity Group

 

4,369

 

5,393

 

9,762

 

 

 

 

 

 

 

 

 

Real Estate Group

 

2,083

 

6,824

 

8,907

 

 

 

 

 

 

 

 

 

Total

 

$18,969

 

$60,269

 

$79,238

 

 

Exhibit B.  Segment Results

($ in thousands)

 

As of and for the three months ended June 30, 2014:

 

 

 

Private
Equity
Group

 

Direct
Lending
Group

 

Tradable
Credit
Group

 

Real
Estate
Group

 

Total
Segments

 

OMG

 

Total
Stand
Alone

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Management fees (includes, in the case of the Direct Lending Group, $25,666 of ARCC Part I Fees)

 

$22,610

 

$64,805

 

$36,072

 

$19,916

 

$143,403

 

$—

 

$143,403

 

Previously deferred management fees

 

 

 

 

 

 

 

 

Total management fees

 

22,610

 

64,805

 

36,072

 

19,916

 

143,403

 

 

143,403

 

Administrative fees and other income

 

94

 

276

 

33

 

1,496

 

1,899

 

4,678

 

6,576

 

General and administrative expenses

 

(2,738)

 

(2,245)

 

(3,897)

 

(4,332)

 

(13,212)

 

(12,986)

 

(26,198)

 

Compensation and benefits

 

(7,886)

 

(32,753)

 

(10,453)

 

(11,689)

 

(62,781)

 

(25,961)

 

(88,742)

 

Fee related earnings (loss)

 

12,080

 

30,083

 

21,755

 

5,391

 

69,309

 

(34,269)

 

35,040

 

Performance fees—realized

 

4,615

 

 

24,283

 

 

28,898

 

 

28,898

 

Performance fees—unrealized

 

42,002

 

3,600

 

(11,618)

 

7,726

 

41,710

 

 

41,710

 

Performance fee compensation expense—realized

 

(3,690)

 

 

(15,986)

 

 

(19,676)

 

 

(19,676)

 

Performance fee compensation expense—unrealized

 

(32,824)

 

(2,075)

 

3,180

 

(566)

 

(32,285)

 

 

(32,284)

 

Net performance fees

 

10,103

 

1,525

 

(141)

 

7,160

 

18,647

 

 

18,647

 

Investment income (loss)—realized

 

2,647

 

(934)

 

6,568

 

(301)

 

7,980

 

 

7,980

 

Investment income (loss)—unrealized

 

11,861

 

216

 

(2,533)

 

635

 

10,179

 

 

10,179

 

Interest and other income

 

584

 

144

 

4,328

 

187

 

5,243

 

 

5,243

 

Interest expense

 

(785)

 

(332)

 

(543)

 

(378)

 

(2,038)

 

 

(2,037)

 

Net investment income (loss)

 

14,307

 

(906)

 

7,820

 

143

 

21,364

 

 

21,364

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Performance related earnings (loss)

 

24,410

 

619

 

7,679

 

7,303

 

40,011

 

 

40,011

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Economic net income (loss)

 

$36,490

 

$30,702

 

$29,434

 

$12,694

 

$109,320

 

$(34,269)

 

$75,051

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Distributable earnings (loss)

 

$14,994

 

$28,205

 

$38,852

 

$2,343

 

$84,394

 

$(35,841)

 

$48,553

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total assets

 

$547,980

 

$199,527

 

$577,397

 

$295,433

 

$1,620,337

 

$10,560

 

$1,630,898

 

 

10



 

Exhibit B.  Segment Results (continued)

($ in thousands)

 

As of and for the three months ended June 30, 2013:

 

 

 

Private
Equity
Group

 

Direct
Lending
Group

 

Tradable
Credit
Group

 

Real
Estate
Group

 

Total
Segments

 

OMG

 

Total
Stand
Alone

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Management fees (includes, in the case of the Direct Lending Group, $25,661 of ARCC Part I Fees)

 

$23,087

 

$56,251

 

$30,254

 

$2,489

 

$112,081

 

$—

 

$112,081

 

Previously deferred management fees

 

 

 

1,139

 

 

1,139

 

 

1,139

 

Total management fees

 

23,087

 

56,251

 

31,393

 

2,489

 

113,220

 

 

113,220

 

Administrative fees and other income

 

156

 

82

 

54

 

10

 

302

 

4,020

 

4,321

 

General and administrative expenses

 

(3,016)

 

(2,259)

 

(3,488)

 

(1,167)

 

(9,930)

 

(8,611)

 

(18,541)

 

Compensation and benefits

 

(7,007)

 

(29,617)

 

(8,587)

 

(3,634)

 

(48,845)

 

(19,603)

 

(68,448)

 

Fee related earnings (loss)

 

13,220

 

24,457

 

19,372

 

(2,302)

 

54,747

 

(24,194)

 

30,553

 

Performance fees—realized

 

39,752

 

 

22,647

 

 

62,399

 

 

62,399

 

Performance fees—unrealized

 

(48,063)

 

(1,100)

 

(24,565)

 

 

(73,728)

 

 

(73,728)

 

Performance fee compensation expense—realized

 

(31,813)

 

 

(11,273)

 

 

(43,086)

 

 

(43,086)

 

Performance fee compensation expense—unrealized

 

38,506

 

563

 

8,062

 

 

47,131

 

 

47,131

 

Net performance fees

 

(1,618)

 

(537)

 

(5,129)

 

 

(7,284)

 

 

(7,284)

 

Investment income (loss)—realized

 

3,576

 

2,304

 

13,477

 

(43)

 

19,314

 

 

19,314

 

Investment income (loss)—unrealized

 

(6,265)

 

(4,727)

 

(7,952)

 

(8,144)

 

(27,088)

 

 

(27,088)

 

Interest and other income

 

2,423

 

1,317

 

181

 

1,097

 

5,018

 

 

5,018

 

Interest expense

 

(900)

 

(627)

 

(628)

 

(210)

 

(2,365)

 

 

(2,365)

 

Net investment income (loss)

 

(1,166)

 

(1,733)

 

5,078

 

(7,300)

 

(5,121)

 

 

(5,121)

 

Performance related earnings (loss)

 

(2,784)

 

(2,270)

 

(51)

 

(7,300)

 

(12,405)

 

 

(12,405)

 

Economic net income (loss)

 

$10,436

 

$22,187

 

$19,321

 

$(9,602)

 

$42,342

 

$(24,194)

 

$18,148

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Distributable earnings (loss)

 

$25,542

 

$25,780

 

$43,014

 

$(1,956)

 

$92,380

 

$(24,618)

 

$67,762

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total assets

 

$341,284

 

$211,429

 

$604,236

 

$45,851

 

$1,202,800

 

$9,740

 

$1,212,540

 

 

11



 

Exhibit B.  Segment Results (continued)

($ in thousands)

 

As of and for the six months ended June 30, 2014:

 

 

 

Private
Equity
Group

 

Direct
Lending
Group

 

Tradable
Credit
Group

 

Real
Estate
Group

 

Total
Segments

 

OMG

 

Total
Stand
Alone

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Management fees (includes, in the case of the Direct Lending Group, $53,984 of ARCC Part I Fees)

 

$45,806

 

$131,009

 

$69,765

 

$36,684

 

$283,264

 

$—

 

$283,264

 

Previously deferred management fees

 

 

 

 

 

 

 

 

Total management fees

 

45,806

 

131,009

 

69,765

 

36,684

 

283,264

 

 

 

283,264

 

Administrative fees and other income

 

170

 

366

 

50

 

2,786

 

3,372

 

10,071

 

13,441

 

General and administrative expenses

 

(4,738)

 

(4,159)

 

(7,593)

 

(8,600)

 

(25,090)

 

(26,522)

 

(51,612)

 

Compensation and benefits

 

(16,081)

 

(64,965)

 

(21,258)

 

(23,174)

 

(125,478)

 

(53,618)

 

(179,096)

 

Fee related earnings (loss)

 

25,157

 

62,251

 

40,964

 

7,696

 

136,068

 

(70,069)

 

65,999

 

Performance fees—realized

 

17,700

 

39

 

34,495

 

 

52,234

 

 

52,234

 

Performance fees—unrealized

 

63,344

 

5,893

 

1,892

 

10,675

 

81,804

 

 

81,804

 

Performance fee compensation expense—realized

 

(14,162)

 

(28)

 

(21,492)

 

 

(35,682)

 

 

(35,682)

 

Performance fee compensation expense—unrealized

 

(49,736)

 

(3,525)

 

(3,176)

 

(566)

 

(57,003)

 

 

(57,003)

 

Net performance fees

 

17,146

 

2,379

 

11,719

 

10,109

 

41,353

 

 

41,353

 

Investment income (loss)—realized

 

3,779

 

(1,532)

 

24,586

 

429

 

27,262

 

 

27,262

 

Investment income (loss)—unrealized

 

27,017

 

1,739

 

(15,400)

 

(227)

 

13,129

 

 

13,129

 

Interest and other income

 

3,368

 

243

 

4,579

 

197

 

8,387

 

 

8,386

 

Interest expense

 

(1,407)

 

(636)

 

(930)

 

(703)

 

(3,676)

 

 

(3,676)

 

Net investment income (loss)

 

32,757

 

(186)

 

12,835

 

(304)

 

45,102

 

 

45,102

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Performance related earnings (loss)

 

49,903

 

2,193

 

24,554

 

9,805

 

86,455

 

 

86,455

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Economic net income (loss)

 

$75,060

 

$64,444

 

$65,518

 

$17,501

 

$222,523

 

$(70,069)

 

$152,454

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Distributable earnings (loss)

 

$33,637

 

$59,212

 

$79,556

 

$3,841

 

$176,246

 

$(73,354)

 

$102,892

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total assets

 

$547,980

 

$199,527

 

$577,397

 

$295,433

 

$1,620,337

 

$10,560

 

$1,630,898

 

 

12



 

Exhibit B.  Segment Results (continued)

($ in thousands)

 

As of and for the six months ended June 30, 2013:

 

 

 

Private
Equity
Group

 

Direct
Lending
Group

 

Tradable
Credit
Group

 

Real
Estate
Group

 

Total
Segments

 

OMG

 

Total
Stand
Alone

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Management fees (includes, in the case of the Direct Lending Group, $49,497 of ARCC Part I Fees)

 

$46,630

 

$107,701

 

$61,424

 

$4,956

 

$220,711

 

$—

 

$220,711

 

Previously deferred management fees

 

 

 

1,139

 

 

1,139

 

 

1,139

 

Total management fees

 

46,630

 

107,701

 

62,563

 

4,956

 

221,850

 

 

 

221,850

 

Administrative fees and other income

 

273

 

165

 

54

 

14

 

506

 

8,476

 

8,982

 

General and administrative expenses

 

(5,254)

 

(4,061)

 

(5,963)

 

(2,425)

 

(17,703)

 

(14,164)

 

(31,867)

 

Compensation and benefits

 

(13,603)

 

(56,519)

 

(17,354)

 

(7,202)

 

(94,678)

 

(38,686)

 

(133,364)

 

Fee related earnings (loss)

 

28,046

 

47,286

 

39,300

 

(4,657)

 

109,975

 

(44,374)

 

65,601

 

Performance fees—realized

 

48,765

 

 

31,686

 

 

80,451

 

 

80,451

 

Performance fees—unrealized

 

(22,551)

 

399

 

29,785

 

 

7,633

 

 

7,633

 

Performance fee compensation expense—realized

 

(39,021)

 

 

(11,309)

 

 

(50,330)

 

 

(50,330)

 

Performance fee compensation expense—unrealized

 

18,236

 

(260)

 

(26,603)

 

 

(8,627)

 

 

(8,627)

 

Net performance fees

 

5,429

 

139

 

23,559

 

 

29,127

 

 

29,127

 

Investment income (loss)—realized

 

4,502

 

1,479

 

32,990

 

(80)

 

38,891

 

 

38,891

 

Investment income (loss)—unrealized

 

(3,834)

 

(883)

 

(11,908)

 

(7,094)

 

(23,719)

 

 

(23,719)

 

Interest and other income

 

2,640

 

2,353

 

820

 

1,096

 

6,909

 

 

6,914

 

Interest expense

 

(1,819)

 

(1,265)

 

(1,285)

 

(422)

 

(4,791)

 

 

(4,790)

 

Net investment income (loss)

 

1,489

 

1,684

 

20,617

 

(6,500)

 

17,290

 

 

17,290

 

Performance related earnings (loss)

 

6,918

 

1,823

 

44,176

 

(6,500)

 

46,417

 

 

46,417

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Economic net income (loss)

 

$34,964

 

$49,109

 

$83,476

 

$(11,157)

 

$156,392

 

$(44,374)

 

$112,018

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Distributable earnings (loss)

 

$42,106

 

$48,006

 

$90,949

 

$(5,419)

 

$175,642

 

$(45,089)

 

$130,553

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total assets

 

$341,284

 

$211,429

 

$604,236

 

$45,851

 

$1,202,800

 

$9,740

 

$1,212,540

 

 

13



 

Exhibit C.  Condensed Consolidated Statements of Financial Condition and Statements of Operations (GAAP Financials)

($ in thousands, except share data)

 

 

As of June 30,

 

As of December 31,

 

 

 

2014

 

2013

 

 

 

(unaudited)

 

(Predecessor)

 

Assets

 

 

 

 

 

Cash and cash equivalents

 

$87,445

 

$89,802

 

Restricted cash and cash equivalents

 

78,378

 

13,344

 

Investments, at fair value

 

138,453

 

89,438

 

Performance fees receivable

 

138,987

 

137,682

 

Derivative assets, at fair value

 

1,774

 

1,164

 

Due from affiliates

 

119,861

 

108,920

 

Intangible assets, net

 

53,326

 

68,742

 

Goodwill

 

85,806

 

58,159

 

Other assets

 

75,237

 

73,600

 

Assets of Consolidated Funds:

 

 

 

 

 

Cash and cash equivalents

 

1,395,650

 

1,638,003

 

Restricted cash and securities

 

100

 

 

Investments, at fair value

 

18,666,232

 

20,823,338

 

Loan held for investment, net

 

84,088

 

 

Due from affiliates

 

10,669

 

2,010

 

Dividends and interest receivable

 

93,855

 

133,158

 

Receivable for securities sold

 

512,994

 

427,871

 

Derivative assets, at fair value

 

4,873

 

14,625

 

Other assets

 

44,602

 

25,528

 

Total assets

 

$21,592,330

 

$23,705,384

 

Liabilities

 

 

 

 

 

Debt obligations

 

$202,869

 

$153,119

 

Accounts payable, accrued expenses and other liabilities

 

141,452

 

67,486

 

Deferred tax liability, net

 

22,694

 

21,002

 

Performance fee compensation payable

 

335,199

 

295,978

 

Equity compensation put option liability

 

20,000

 

 

Derivative liabilities, at fair value

 

2,258

 

2,907

 

Accrued compensation

 

84,076

 

132,917

 

Due to affiliates

 

23,083

 

32,690

 

Liabilities of Consolidated Funds:

 

 

 

 

 

Accounts payable, accrued expenses and other liabilities

 

77,921

 

95,839

 

Payable for securities purchased

 

1,064,439

 

945,115

 

Derivative liabilities, at fair value

 

55,329

 

75,115

 

Due to affiliates

 

2,643

 

2,695

 

Securities sold short, at fair value

 

 

1,633

 

Deferred tax liability, net

 

24,321

 

35,904

 

CLO loan obligations

 

11,266,453

 

11,774,157

 

Fund borrowings

 

1,021,593

 

2,070,598

 

Mezzanine debt

 

332,077

 

323,164

 

Total liabilities

 

14,676,407

 

16,030,319

 

Commitments and contingencies

 

 

 

 

 

Redeemable interest in Consolidated Funds

 

1,102,350

 

1,093,770

 

Redeemable interest in Ares Operating Group entities

 

24,977

 

40,751

 

Non-controlling interest in Consolidated Funds:

 

 

 

 

 

Non-controlling interest in Consolidated Funds

 

4,938,369

 

5,691,874

 

Equity appropriated for Consolidated Funds

 

78,192

 

155,261

 

Non-controlling interest in Consolidated Funds

 

5,016,561

 

5,847,135

 

Non-controlling interest in Ares Operating Group Entities

 

478,293

 

167,731

 

Members’ equity and common stock of Predecessor

 

 

525,678

 

Controlling interest in Ares Management, L.P.:

 

 

 

 

 

Partners’ Capital (80,667,664 and 0 units, issued and outstanding at June 30, 2014 and December 31, 2013, respectively)

 

293,124

 

 

Accumulated other comprehensive gain

 

618

 

 

Total controlling interest in Ares Management, L.P.

 

293,742

 

 

Total equity

 

5,788,596

 

6,540,544

 

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

 

$21,592,330

 

$23,705,384

 

 

14



 

Exhibit C.  Condensed Consolidated Statements of Financial Condition and Statements of Operations (GAAP Financials) (continued)

($ in thousands, except share data)

 

 

For the Three Months Ended
June 30,

 

For the Six Months Ended
June 30,

 

 

 

2014

 

2013

 

2014

 

2013

 

Revenues

 

 

 

(Predecessor)

 

 

 

(Predecessor)

 

Management fees (includes ARCC Part I Fees of $25,666 and $25,661 for the three months ended June 30, 2014 and 2013, respectively, and $53,984, and $49,497 for the six months ended June 30, 2014 and 2013, respectively)

 

$114,426

 

$81,812

 

$224,975

 

$160,206

 

Performance fees

 

11,175

 

3,169

 

27,389

 

28,323

 

Other fees

 

6,017

 

4,321

 

12,882

 

8,310

 

Total revenues

 

131,618

 

89,302

 

265,246

 

196,839

 

Expenses

 

 

 

 

 

 

 

 

 

Compensation and benefits

 

150,970

 

75,559

 

246,663

 

147,534

 

Performance fee compensation

 

51,960

 

(4,045)

 

92,685

 

58,957

 

General, administrative and other expenses

 

39,460

 

25,664

 

78,235

 

42,646

 

Consolidated Funds expenses

 

16,712

 

12,615

 

25,649

 

73,723

 

Total expenses

 

259,102

 

109,793

 

443,232

 

322,860

 

Other income (expense)

 

 

 

 

 

 

 

 

 

Interest and other income

 

3,877

 

2,245

 

4,001

 

2,896

 

Interest expense

 

(2,037)

 

(2,365)

 

(3,676)

 

(4,790)

 

Net realized gain (loss) on investments

 

(1,403)

 

1,898

 

(1,469)

 

761

 

Net change in unrealized appreciation (depreciation) on investments

 

9,703

 

(11,141)

 

13,849

 

(2,856)

 

Interest and other income of Consolidated Funds

 

203,338

 

302,040

 

548,683

 

613,530

 

Interest expense of Consolidated Funds

 

(203,741)

 

(107,012)

 

(348,783)

 

(232,970)

 

Net realized gain (loss) on investments of Consolidated Funds

 

47,840

 

8,915

 

102,805

 

66,871

 

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

 

261,396

 

(304,511)

 

328,740

 

(200,259)

 

Total other income (expense)

 

318,973

 

(109,931)

 

644,150

 

243,183

 

Income (loss) before taxes

 

191,489

 

(130,422)

 

466,164

 

117,162

 

Income tax expense (benefit)

 

5,267

 

6,312

 

(1,428)

 

30,762

 

Net income (loss)

 

186,222

 

(136,734)

 

467,592

 

86,400

 

Less: Net income (loss) attributable to non-controlling interests in Consolidated Funds

 

170,140

 

(134,676)

 

358,273

 

(53,264)

 

Less: Net Income (loss) attributable to redeemable interests in Consolidated Funds

 

13,413

 

(4,877)

 

50,461

 

62,297

 

Less: Net income (loss) attributable to non-controlling interests in Ares Operating Group Entities

 

(15,150)

 

551

 

40,633

 

15,116

 

Less: Net income attributable to controlling interests in Predecessor

 

 

2,235

 

 

61,391

 

Less: Net income (loss) attributable to redeemable interests in Ares Operating Group Entities

 

(23)

 

33

 

383

 

860

 

Net income (loss) attributable to Ares Management, L.P.

 

$17,842

 

$—

 

$17,842

 

$—

 

Net income (loss) attributable to Ares Management, L.P. per common unit

 

 

 

 

 

 

 

 

 

Basic

 

$0.22

 

 

 

$0.22

 

 

 

Diluted

 

$0.22

 

 

 

$0.22

 

 

 

Weighted-average common units

 

 

 

 

 

 

 

 

 

Basic

 

79,424,077

 

 

 

79,424,077

 

 

 

Diluted

 

80,004,833

 

 

 

80,004,833

 

 

 

 

15



 

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

 

 

 

As of June 30, 2014

 

 

 

Consolidated
Company
Entities

 

Consolidated
Funds

 

Eliminations

 

Consolidated

 

Assets

 

 

 

 

 

 

 

 

 

Cash and cash equivalents

 

$87,445

 

$—

 

$—

 

$87,445

 

Restricted cash and cash equivalents

 

78,378

 

 

 

78,378

 

Investments, at fair value

 

585,157

 

 

(446,704)

 

138,453

 

Performance fees receivable

 

525,826

 

 

(386,839)

 

138,987

 

Derivative assets, at fair value

 

1,774

 

 

 

1,774

 

Due from affiliates

 

137,851

 

 

(17,990)

 

119,861

 

Intangible assets, net

 

53,326

 

 

 

53,326

 

Goodwill

 

85,806

 

 

 

85,806

 

Other assets

 

75,335

 

 

(98)

 

75,237

 

Assets of Consolidated Funds

 

 

 

 

 

 

 

 

 

Cash and cash equivalents

 

 

1,395,650

 

 

1,395,650

 

Restricted cash and securities

 

 

100

 

 

100

 

Investments, at fair value

 

 

18,666,232

 

 

18,666,232

 

Loans held for investment, net

 

 

84,088

 

 

84,088

 

Due from affiliates

 

 

11,190

 

(521)

 

10,669

 

Dividends and interest receivable

 

 

93,855

 

 

93,855

 

Receivable for securities sold

 

 

512,994

 

 

512,994

 

Derivative assets, at fair value

 

 

4,873

 

 

4,873

 

Other assets

 

 

44,602

 

 

44,602

 

Total assets

 

$1,630,898

 

$20,813,584

 

$(852,152)

 

$21,592,330

 

Liabilities

 

 

 

 

 

 

 

 

 

Debt obligations

 

$202,869

 

$—

 

$—

 

$202,869

 

Accounts payable, accrued expenses and other liabilities

 

142,641

 

 

(1,189)

 

141,452

 

Deferred tax liability, net

 

22,694

 

 

 

22,694

 

Performance fee compensation payable

 

335,199

 

 

 

335,199

 

Equity Compensation put option liability

 

20,000

 

 

 

20,000

 

Derivative liabilities, at fair value

 

2,258

 

 

 

2,258

 

Accrued compensation

 

84,076

 

 

 

84,076

 

Due to affiliates

 

24,151

 

 

(1,068)

 

23,083

 

Liabilities of Consolidated Funds

 

 

 

 

 

 

 

 

 

Accounts payable, accrued expenses and other liabilities

 

 

88,864

 

(10,943)

 

77,921

 

Payable for securities purchased

 

 

1,064,439

 

 

1,064,439

 

Derivative liabilities, at fair value

 

 

55,329

 

 

55,329

 

Due to affiliates

 

 

83,899

 

(81,256)

 

2,643

 

Deferred tax liability, net

 

 

24,321

 

 

24,321

 

CLO loan obligations

 

 

11,321,637

 

(55,184)

 

11,266,453

 

Fund borrowings

 

 

1,021,593

 

 

1,021,593

 

Mezzanine debt

 

 

332,077

 

 

332,077

 

Total liabilities

 

833,888

 

13,992,159

 

(149,640)

 

14,676,407

 

Commitments and contingencies

 

 

 

 

 

 

 

 

 

Redeemable interest in Consolidated Funds

 

 

1,102,350

 

 

1,102,350

 

Redeemable interest in Ares Operating Group entities

 

24,977

 

 

 

24,977

 

Non-controlling interest in Consolidated Funds:

 

 

 

 

 

 

 

 

 

Non-controlling interest in Consolidated Funds

 

 

5,640,879

 

(702,510)

 

4,938,369

 

Equity appropriated for Consolidated Funds

 

 

78,192

 

 

78,192

 

Non-controlling interest in Consolidated Funds

 

 

5,719,071

 

(702,510)

 

5,016,561

 

Non-controlling interest in Ares Operating Group Entities

 

478,293

 

 

 

478,293

 

Controlling interest in Ares Management, L.P.:

 

 

 

 

 

 

 

 

 

Partners’ Capital (80,667,664 units, issued and outstanding)

 

293,124

 

 

 

293,124

 

Accumulated other comprehensive gain

 

618

 

 

 

618

 

Total controlling interest in Ares Management, L.P.

 

293,742

 

 

 

293,742

 

Total equity

 

772,035

 

5,719,071

 

(702,510)

 

5,788,596

 

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

 

$1,630,900

 

$20,813,580

 

$(852,150)

 

$21,592,330

 

 

16



 

Exhibit D.  Supplemental Financial Information Consolidating Schedules (continued)
($ in thousands)

 

 

 

As of 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, net

 

 

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 Ares Operating Group entities

 

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 Ares Operating Group Entities

 

167,731

 

 

 

167,731

 

Members’ equity and common stock of Predecessor

 

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

 

 

17



 

Exhibit D.  Supplemental Financial Information Consolidating Schedules (continued)

($ in thousands)

 

 

 

For the Three Months Ended June 30, 2014

 

 

 

Consolidated
Company
Entities

 

Consolidated
Funds

 

Eliminations

 

Consolidated

 

Revenues

 

 

 

 

 

 

 

 

 

Management fees (includes ARCC Part I Fees of $25,666)

 

$143,403

 

$—

 

$(28,977)

 

$114,426

 

Performance fees

 

63,825

 

 

(52,650)

 

11,175

 

Other fees

 

6,576

 

 

(559)

 

6,017

 

Total revenues

 

213,804

 

 

(82,186)

 

131,618

 

Expenses

 

 

 

 

 

 

 

 

 

Compensation and benefits

 

150,970

 

 

 

150,970

 

Performance fee compensation

 

51,960

 

 

 

51,960

 

General, administrative and other expense

 

39,460

 

 

 

39,460

 

Consolidated Fund expenses

 

 

49,692

 

(32,980)

 

16,712

 

Total expenses

 

242,390

 

49,692

 

(32,980)

 

259,102

 

Other income (expense)

 

 

 

 

 

 

 

 

 

Interest and other income

 

4,903

 

 

(1,026)

 

3,877

 

Interest expense

 

(2,037)

 

 

 

(2,037)

 

Net realized gain (loss) on investments

 

7,980

 

 

(9,383)

 

(1,403)

 

Net change in unrealized appreciation (depreciation) on investments

 

17,297

 

 

(7,594)

 

9,703

 

Interest and other income of Consolidated Funds

 

 

203,464

 

(126)

 

203,338

 

Interest expense of Consolidated Funds

 

 

(205,766)

 

2,025

 

(203,741)

 

Net realized gain (loss) on investments of Consolidated Funds

 

 

47,840

 

 

47,840

 

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

 

 

261,257

 

139

 

261,396

 

Total other income (expense)

 

28,143

 

306,795

 

(15,965)

 

318,973

 

Income (loss) before taxes

 

(443)

 

257,103

 

(65,171)

 

191,489

 

Income tax expense (benefit)

 

(3,112)

 

8,379

 

 

5,267

 

Net income (loss)

 

2,669

 

248,724

 

(65,171)

 

186,222

 

Less: Net income (loss) attributable to non-controlling interests in Consolidated Funds

 

 

233,277

 

(63,137)

 

170,140

 

Less: Net income (loss) attributable to redeemable interests in Consolidated Funds

 

 

15,447

 

(2,034)

 

13,413

 

Less: Net income (loss) attributable to non-controlling interests in Ares Operating Group Entities

 

(15,150)

 

 

 

(15,150)

 

Less: Net income (loss) attributable to redeemable interests in Ares Operating Group Entities

 

(23)

 

 

 

(23)

 

Net income (loss) attributable to Ares Management, L.P.

 

$17,842

 

$—

 

$—

 

$17,842

 

 

18



 

Exhibit D.  Supplemental Financial Information Consolidating Schedules (continued)

($ in thousands)

 

 

 

For the Three Months Ended June 30, 2013

 

 

 

Consolidated
Company
Entities

 

Consolidated
Funds

 

Eliminations

 

Consolidated

 

Revenues

 

 

 

 

 

 

 

 

 

Management fees (includes ARCC Part I Fees of $25,661)

 

$113,220

 

$—

 

$(31,408)

 

$81,812

 

Performance fees

 

(11,329)

 

 

14,498

 

3,169

 

Other fees

 

4,321

 

 

 

4,321

 

Total revenues

 

106,212

 

 

(16,910)

 

89,302

 

Expenses

 

 

 

 

 

 

 

 

 

Compensation and benefits

 

75,559

 

 

 

75,559

 

Performance fee compensation

 

(4,045)

 

 

 

(4,045)

 

General, administrative and other expense

 

25,664

 

 

 

25,664

 

Consolidated Fund expenses

 

 

34,317

 

(21,702)

 

12,615

 

Total expenses

 

97,178

 

34,317

 

(21,702)

 

109,793

 

Other income (expense)

 

 

 

 

 

 

 

 

 

Interest and other income

 

4,702

 

 

(2,457)

 

2,245

 

Interest expense

 

(2,365)

 

 

 

(2,365)

 

Net realized gain (loss) on investments

 

19,314

 

 

(17,416)

 

1,898

 

Net change in unrealized appreciation (depreciation) on investments

 

(26,770)

 

 

15,629

 

(11,141)

 

Interest and other income of Consolidated Funds

 

 

302,217

 

(177)

 

302,040

 

Interest expense of Consolidated Funds

 

 

(108,989)

 

1,977

 

(107,012)

 

Net realized gain (loss) on investments of Consolidated Funds

 

 

8,915

 

 

8,915

 

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

 

 

(303,652)

 

(859)

 

(304,511)

 

Total other income (expense)

 

(5,119)

 

(101,509)

 

(3,303)

 

(109,931)

 

Income (loss) before taxes

 

3,915

 

(135,826)

 

1,489

 

(130,422)

 

Income tax expense (benefit)

 

1,096

 

5,216

 

 

6,312

 

Net income (loss)

 

2,819

 

(141,042)

 

1,489

 

(136,734)

 

Less: Net income (loss) attributable to non-controlling interests in Consolidated Funds

 

 

(135,883)

 

1,207

 

(134,676)

 

Less: Net income (loss) attributable to redeemable interests in Consolidated Funds

 

 

(5,159)

 

282

 

(4,877)

 

Less: Net income (loss) attributable to non-controlling interests in Ares Operating Group Entities

 

551

 

 

 

551

 

Less: Net income (loss) attributable to redeemable interests in Ares Operating Group Entities

 

33

 

 

 

33

 

Net income (loss) attributable to controlling interests in Predecessor

 

$2,235

 

$—

 

$—

 

$2,235

 

 

19



 

Exhibit D.  Supplemental Financial Information Consolidating Schedules (continued)

($ in thousands)

 

 

 

For the Six Months Ended June 30, 2014

 

 

 

Consolidated
Company
Entities

 

Consolidated
Funds

 

Eliminations

 

Consolidated

 

Revenues

 

 

 

 

 

 

 

 

 

Management fees (includes ARCC Part I Fees of $53,984)

 

$283,264

 

$—

 

$(58,289)

 

$224,975

 

Performance fees

 

124,305

 

 

(96,916)

 

27,389

 

Other fees

 

13,441

 

 

(559)

 

12,882

 

Total revenues

 

421,010

 

 

(155,764)

 

265,246

 

Expenses

 

 

 

 

 

 

 

 

 

Compensation and benefits

 

246,663

 

 

 

246,663

 

Performance fee compensation

 

92,685

 

 

 

92,685

 

General, administrative and other expense

 

78,235

 

 

 

78,235

 

Consolidated Fund expenses

 

 

90,329

 

(64,680)

 

25,649

 

Total expenses

 

417,583

 

90,329

 

(64,680)

 

443,232

 

Other income (expense)

 

 

 

 

 

 

 

 

 

Interest and other income

 

8,386

 

 

(4,385)

 

4,001

 

Interest expense

 

(3,676)

 

 

 

(3,676)

 

Net realized gain (loss) on investments

 

27,261

 

 

(28,730)

 

(1,469)

 

Net change in unrealized appreciation (depreciation) on investments

 

22,862

 

 

(9,013)

 

13,849

 

Interest and other income of Consolidated Funds

 

 

548,940

 

(257)

 

548,683

 

Interest expense of Consolidated Funds

 

 

(351,503)

 

2,720

 

(348,783)

 

Net realized gain (loss) on investments of Consolidated Funds

 

 

102,805

 

 

102,805

 

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

 

 

327,670

 

1,070

 

328,740

 

Total other income (expense)

 

54,833

 

627,912

 

(38,595)

 

644,150

 

Income (loss) before taxes

 

58,260

 

537,583

 

(129,679)

 

466,164

 

Income tax expense (benefit)

 

(598)

 

(830)

 

 

(1,428)

 

Net income (loss)

 

58,858

 

538,413

 

(129,679)

 

467,592

 

Less: Net income (loss) attributable to non-controlling interests in Consolidated Funds

 

 

482,187

 

(123,914)

 

358,273

 

Less: Net income (loss) attributable to redeemable interests in Consolidated Funds

 

 

56,226

 

(5,765)

 

50,461

 

Less: Net income (loss) attributable to non-controlling interests in Ares Operating Group Entities

 

40,633

 

 

 

40,633

 

Less: Net income (loss) attributable to redeemable interests in Ares Operating Group Entities

 

383

 

 

 

383

 

Net income (loss) attributable to Ares Management, L.P.

 

$17,842

 

$—

 

$—

 

$17,842

 

 

20



 

Exhibit D.  Supplemental Financial Information Consolidating Schedules (continued)

($ in thousands)

 

 

 

For the Six Months Ended June 30, 2013

 

 

 

Consolidated
Company
Entities

 

Consolidated
Funds

 

Eliminations

 

Consolidated

 

Revenues

 

 

 

 

 

 

 

 

 

Management fees (includes ARCC Part I Fees of $49,497)

 

$221,850

 

$—

 

$(61,644)

 

$160,206

 

Performance fees

 

88,084

 

 

(59,761)

 

28,323

 

Other fees

 

8,982

 

 

(672)

 

8,310

 

Total revenues

 

318,916

 

 

(122,077)

 

196,839

 

Expenses

 

 

 

 

 

 

 

 

 

Compensation and benefits

 

147,534

 

 

 

147,534

 

Performance fee compensation

 

58,957

 

 

 

58,957

 

General, administrative and other expense

 

42,646

 

 

 

42,646

 

Consolidated Fund expenses

 

 

156,658

 

(82,935)

 

73,723

 

Total expenses

 

249,137

 

156,658

 

(82,935)

 

322,860

 

Other income (expense)

 

 

 

 

 

 

 

 

 

Interest and other income

 

6,914

 

 

(4,018)

 

2,896

 

Interest expense

 

(4,790)

 

 

 

(4,790)

 

Net realized gain (loss) on investments

 

38,891

 

 

(38,130)

 

761

 

Net change in unrealized appreciation (depreciation) on investments

 

(23,720)

 

 

20,864

 

(2,856)

 

Interest and other income of Consolidated Funds

 

 

613,903

 

(373)

 

613,530

 

Interest expense of Consolidated Funds

 

 

(240,167)

 

7,197

 

(232,970)

 

Net realized gain (loss) on investments of Consolidated Funds

 

 

66,871

 

 

66,871

 

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

 

 

(198,427)

 

(1,832)

 

(200,259)

 

Total other income (expense)

 

17,295

 

242,180

 

(16,292)

 

243,183

 

Income (loss) before taxes

 

87,074

 

85,522

 

(55,434)

 

117,162

 

Income tax expense (benefit)

 

9,707

 

21,055

 

 

30,762

 

Net income (loss)

 

$77,367

 

$64,467

 

$(55,434)

 

$86,400

 

Less: Net income (loss) attributable to non-controlling interests in Consolidated Funds

 

 

2,064

 

(55,328)

 

(53,264)

 

Less: Net income (loss) attributable to redeemable interests in Consolidated Funds

 

 

62,403

 

(106)

 

62,297

 

Less: Net income (loss) attributable to non-controlling interests in Ares Operating Group Entities

 

15,116

 

 

 

15,116

 

Less: Net income (loss) attributable to redeemable interests in Ares Operating Group Entities

 

860

 

 

 

860

 

Net income (loss) attributable to controlling interests in Predecessor

 

$61,391

 

$—

 

$—

 

$61,391

 

 

21



 

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

 

 

 

Three Months Ended
June 30,

 

Six Months Ended
June 30,

 

 

 

2014

 

2013

 

2014

 

2013

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Economic net income and fee related earnings:

 

 

 

 

 

 

 

 

 

Income (loss) before taxes

 

$191,489

 

$(130,422)

 

$466,164

 

$117,162

 

Adjustments

 

 

 

 

 

 

 

 

 

Amortization of intangibles

 

6,718

 

2,299

 

15,549

 

4,598

 

Depreciation expense

 

1,748

 

1,714

 

3,807

 

2,947

 

Equity compensation expenses

 

62,228

 

6,362

 

67,567

 

12,672

 

Income tax expense

 

 

300

 

 

341

 

Acquisition-related expenses

 

1,292

 

2,067

 

2,713

 

2,817

 

Placement fees and underwriting costs

 

3,506

 

1,491

 

4,558

 

1,573

 

OMG expenses, net

 

34,269

 

24,194

 

70,069

 

44,374

 

Income of non-controlling interests in Consolidated Funds

 

(183,553)

 

139,553

 

(408,734)

 

(9,033)

 

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

 

(8,379)

 

(5,216)

 

830

 

(21,055)

 

 

 

 

 

 

 

 

 

 

 

Economic net income

 

$109,320

 

$42,342

 

$222,523

 

$156,392

 

 

 

 

 

 

 

 

 

 

 

Total performance fee income—realized

 

$(28,898)

 

$(62,399)

 

$(52,234)

 

$(80,451)

 

Total performance fee income—unrealized

 

(41,710)

 

73,728

 

(81,804)

 

(7,633)

 

Total performance fee expense—realized

 

19,676

 

43,086

 

35,682

 

50,330

 

Total performance fee expense—unrealized

 

32,284

 

(47,131)

 

57,003

 

8,627

 

Net investment income

 

(21,364)

 

5,121

 

(45,102)

 

(17,290)

 

 

 

 

 

 

 

 

 

 

 

Fee related earnings

 

$69,309

 

$54,747

 

$136,068

 

$109,975

 

 

 

 

 

 

 

 

 

 

 

Management fees

 

143,403

 

113,220

 

283,264

 

221,850

 

Administrative fees and other income

 

1,899

 

302

 

3,372

 

506

 

Compensation and benefits

 

(62,781)

 

(48,845)

 

(125,478)

 

(94,678)

 

General, administrative and other expenses

 

(13,212)

 

(9,930)

 

(25,090)

 

(17,703)

 

 

 

 

 

 

 

 

 

 

 

Fee related earnings

 

$69,309

 

$54,747

 

$136,068

 

$109,975

 

 

 

 

 

 

 

 

 

 

 

Distributable earnings:

 

 

 

 

 

 

 

 

 

Income (loss) before taxes

 

$191,489

 

$(130,422)

 

$466,164

 

$117,162

 

Adjustments:

 

 

 

 

 

 

 

 

 

Amortization of intangibles

 

6,718

 

2,299

 

15,549

 

4,598

 

Equity compensation expenses

 

62,228

 

6,362

 

67,567

 

12,672

 

OMG distributable loss

 

35,841

 

24,618

 

73,354

 

45,089

 

Acquisition-related expenses

 

 

1,500

 

 

1,500

 

Taxes paid

 

(347)

 

 

(554)

 

 

Income of non-controlling interests in Consolidated Funds

 

(183,553)

 

139,553

 

(408,734)

 

(9,033)

 

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

 

(8,379)

 

(5,216)

 

830

 

(21,055)

 

Unrealized performance fees

 

(41,710)

 

73,728

 

(81,804)

 

(7,633)

 

Unrealized performance fee compensation expense

 

32,285

 

(47,131)

 

57,003

 

8,627

 

Unrealized investment income and other loss

 

(10,179)

 

27,088

 

(13,129)

 

23,719

 

 

 

 

 

 

 

 

 

 

 

Distributable earnings

 

$84,394

 

$92,380

 

$176,246

 

$175,642

 

(1)          Excludes results of the Operations Management Group.

 

22



 

Exhibit E.  Reconciliation from Segments to GAAP Financials (continued)
($ in thousands)

 

 

 

Three Months Ended
June 30,

 

Six Months Ended
June 30,

 

 

 

2014

 

2013

 

2014

 

2013

 

 

 

 

 

 

 

 

 

Fee related earnings

 

$69,309

 

$54,747

 

$136,068

 

$109,975

 

Performance fee—realized

 

28,898

 

62,399

 

52,234

 

80,451

 

Performance fee compensation expense—realized

 

(19,676)

 

(43,086)

 

(35,682)

 

(50,330)

 

Other income realized net

 

11,184

 

21,967

 

31,973

 

41,009

 

Net performance fee income—realized

 

$20,406

 

$41,280

 

$48,525

 

$71,130

 

Less:

 

 

 

 

 

 

 

 

 

One-time acquisition costs

 

(636)

 

(567)

 

(636)

 

(1,317)

 

Placement fees and underwriting costs

 

(3,506)

 

(1,491)

 

(4,558)

 

(1,573)

 

Income tax expense

 

(138)

 

(300)

 

(344)

 

(341)

 

Non-cash depreciation and amortization

 

(1,042)

 

(1,290)

 

(2,809)

 

(2,232)

 

 

 

 

 

 

 

 

 

 

 

Distributable earnings

 

$84,394

 

$92,380

 

$176,246

 

$175,642

 

 

23



 

  Exhibit F.  Pro Forma Units Outstanding As of June 30, 2014

 

 

 

 

Pro Forma
Units Outstanding

 

Adjusted Common
Units Outstanding

 

Ares Management, L.P. Common Units Outstanding

 

80,667,664

 

80,667,664

 

AOG units exchangeable into Common Units

 

130,921,766

 

-

 

Dilutive Effect of Unvested Restricted Common Units(1)

 

580,756

 

221,384(2)

 

Dilutive Effect of Unvested Options

 

-

 

-

 

Total

 

212,170,186

 

80,889,048

 

 

(1)               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.

 

(2)               Represent proportional dilutive impact based upon the percentage of AOG owned by Ares Management, L.P. (38.12%).

 

 

Exhibit G.  Per Unit Calculations for the Three Months Ended June 30, 2014

($ in thousands, except per unit data)

 

Pro Forma After Tax Economic Net Income per Unit

 

 

 

 

 

 

Economic Net Income Before Taxes

 

$75,051

 

 

 

 

Less: Entity Level Foreign, State and Local Taxes

 

(348)

 

 

 

 

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

 

$74,699

 

 

 

 

x Tax Rate

 

6.43%

 

 

 

 

Less Provision for Income Taxes (1) 

 

(4,733)

 

 

 

 

Pro Forma After Tax Economic Net Income

 

$69,966

 

 

 

 

Pro Forma After Tax Economic Net Income per Pro Forma Unit Outstanding

 

$0.33

 

 

 

 

 

 

 

 

 

 

 

Pro Forma After Tax Economic Net Income per Common Unit

 

 

 

 

 

 

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

 

$74,699

 

 

 

 

x Pro Forma Common Ownership Percentage

 

38.12%

 

 

 

 

Pro Forma Economic Net Income Attributable to Common Unitholders

 

$28,475

 

 

 

 

x Tax Rate

 

16.62%

 

 

 

 

Less Provision for Income Taxes (1) 

 

(4,733)

 

 

 

 

Pro Forma After Tax Economic Net Income Attributable to Common Unitholders

 

$23,742

 

 

 

 

Pro Forma After Tax Economic Net Income per Adjusted Common Unit

 

$0.29

 

 

 

 

 

 

 

 

 

 

 

Distributable Earnings per Unit

 

 

 

 

 

 

Distributable Earnings

 

$48,900

 

 

 

 

Less: Entity Level Foreign, State and Local Tax

 

(348)

 

 

 

 

Distributable Earnings After Entity Level Foreign, State and Local Tax

 

$48,553

 

 

 

 

x Common Ownership Percentage

 

38.12%

 

 

 

 

Distributable Earnings Attributable to Common Unitholders

 

$18,508

 

 

 

 

Less: Current Provision for Income Taxes(2)

 

(4,115)

 

 

 

 

Distributable Earnings After Tax Attributable to Common Unitholders

 

$14,393

 

 

 

 

Distributable Earnings per Common Unit Outstanding

 

$0.18

 

 

 

 

Actual Distribution per Common Unit Outstanding

 

$0.18

 

 

 

 

 

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

 

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

 

24



 

Exhibit H. 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 Holdings 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 core 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 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.

 

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 removes the effects of 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

 

 

25



 

 

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.

 

Permanent Capital

Permanent capital refers to capital of funds that do not have redemption provisions or a requirement to return capital to investors upon exiting the investments made with such capital, except as required by applicable law, which funds currently consist of Ares Capital Corporation (“ARCC”), Ares Commercial Real Estate Corporation (“ACRE”), Ares Dynamic Credit Allocation Fund, Inc. (“ARDC”) and Ares Multi-Strategy Credit Fund, Inc. (“ARMF”); such funds may be required, or elect, to return all or a portion of capital gains and investment income.

 

Total Fee Revenue

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

 

 

26