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8-K - 8-K - Ares Management Corp | a14-18759_18k.htm |
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.
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.
ARES MANAGEMENT, L.P.
KEY PERFORMANCE METRICS AS OF JUNE 30, 2014
$ in thousands unless otherwise noted |
|
Three months ended |
|
Six months ended |
| ||||
|
|
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 Companys affiliated funds. The increase in FRE was partially offset by the increase in compensation and benefits and general and administrative expenses.
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 $171.9 million as of June 30, 2013. The increase in net accrued incentive fees was attributable to the increasing portfolio company valuations within the Private Equity and Direct Lending Groups.
Assets Under Management
|
|
AUM |
| ||
($ in millions) |
|
For the three |
|
For the twelve |
|
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 $1.6 billion was attributable to the Real Estate Group.
Fee-Earning Assets Under Management
|
|
FEAUM |
| ||
($ in millions) |
|
For the three |
|
For the twelve |
|
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 |
|
Incentive Eligible AUM |
|
Incentive |
|
Incentive Eligible |
|
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 $36.0 billion as of March 31, 2014. Funds not yet contributing incentive fees as of June 30, 2014 primarily include ACOF IV, European Real Estate Fund III, European Real Estate Fund IV, ACRE and Ares European Loan Opportunities Fund.
AUM within carry represented approximately 55.4% of Incentive Eligible AUM and represented 62.0% of incentive eligible funds.
Available Capital and Assets Under Management Not Yet Earning Fees
($ in millions)
|
|
As of June 30, 2014 |
|
As of March 31, 2014 |
| ||||
|
|
Available |
|
AUM Not Yet |
|
Available |
|
AUM Not Yet |
|
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.
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 ACREs 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 firms 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 Companys 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.
About Ares Management, L.P.
Ares is a leading global alternative asset manager with approximately $79 billion of assets under management and approximately 700 employees in more than 15 offices in the United States, Europe and Asia as of June 30, 2014. Since its inception in 1997, Ares has adhered to a disciplined investment philosophy that focuses on delivering strong risk-adjusted investment returns throughout market cycles. Ares believes each of its four distinct but complementary investment groups in Tradable Credit, Direct Lending, Private Equity and Real Estate is a market leader based on assets under management and investment performance. Ares was built upon the fundamental principle that each group benefits from being part of the greater whole.
Forward-Looking Statements
Statements included herein may constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, which relate to future events or our future performance or financial condition. These statements are not guarantees of future performance, condition or results and involve a number of risks and uncertainties. Actual results may differ materially from those in the forward-looking statements as a result of a number of factors, including those described from time to time in our filings with the Securities and Exchange Commission. Ares Management, L.P. undertakes no duty to update any forward-looking statements made herein or on the webcast/conference call.
Nothing in this press release constitutes an offer to sell or solicitation of an offer to buy any securities of Ares.
Available Information
Ares Management, L.P.s filings with the Securities and Exchange Commission, press releases, earnings releases and other financial information are available on its website at www.aresmgmt.com. The contents of such website are not and should not be deemed to be incorporated by reference herein.
Contact
Ares Management, L.P.
Carl Drake
(800) 340-6597
Appendix
Exhibit A. Operating Segments
($ in millions)
|
|
Available |
|
Fair Value of |
|
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 |
|
Direct |
|
Tradable |
|
Real |
|
Total |
|
OMG |
|
Total |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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 feesrealized |
|
4,615 |
|
|
|
24,283 |
|
|
|
28,898 |
|
|
|
28,898 |
|
Performance feesunrealized |
|
42,002 |
|
3,600 |
|
(11,618) |
|
7,726 |
|
41,710 |
|
|
|
41,710 |
|
Performance fee compensation expenserealized |
|
(3,690) |
|
|
|
(15,986) |
|
|
|
(19,676) |
|
|
|
(19,676) |
|
Performance fee compensation expenseunrealized |
|
(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 |
|
$1,630,898 |
|
Exhibit B. Segment Results (continued)
($ in thousands)
As of and for the three months ended June 30, 2013:
|
|
Private |
|
Direct |
|
Tradable |
|
Real |
|
Total |
|
OMG |
|
Total |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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 feesrealized |
|
39,752 |
|
|
|
22,647 |
|
|
|
62,399 |
|
|
|
62,399 |
|
Performance feesunrealized |
|
(48,063) |
|
(1,100) |
|
(24,565) |
|
|
|
(73,728) |
|
|
|
(73,728) |
|
Performance fee compensation expenserealized |
|
(31,813) |
|
|
|
(11,273) |
|
|
|
(43,086) |
|
|
|
(43,086) |
|
Performance fee compensation expenseunrealized |
|
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 |
|
$1,212,540 |
|
Exhibit B. Segment Results (continued)
($ in thousands)
As of and for the six months ended June 30, 2014:
|
|
Private |
|
Direct |
|
Tradable |
|
Real |
|
Total |
|
OMG |
|
Total |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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 feesrealized |
|
17,700 |
|
39 |
|
34,495 |
|
|
|
52,234 |
|
|
|
52,234 |
|
Performance feesunrealized |
|
63,344 |
|
5,893 |
|
1,892 |
|
10,675 |
|
81,804 |
|
|
|
81,804 |
|
Performance fee compensation expenserealized |
|
(14,162) |
|
(28) |
|
(21,492) |
|
|
|
(35,682) |
|
|
|
(35,682) |
|
Performance fee compensation expenseunrealized |
|
(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 |
|
$1,630,898 |
|
Exhibit B. Segment Results (continued)
($ in thousands)
As of and for the six months ended June 30, 2013:
|
|
Private |
|
Direct |
|
Tradable |
|
Real |
|
Total |
|
OMG |
|
Total |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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 feesrealized |
|
48,765 |
|
|
|
31,686 |
|
|
|
80,451 |
|
|
|
80,451 |
|
Performance feesunrealized |
|
(22,551) |
|
399 |
|
29,785 |
|
|
|
7,633 |
|
|
|
7,633 |
|
Performance fee compensation expenserealized |
|
(39,021) |
|
|
|
(11,309) |
|
|
|
(50,330) |
|
|
|
(50,330) |
|
Performance fee compensation expenseunrealized |
|
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 |
|
$1,212,540 |
|
Exhibit C. Condensed Consolidated Statements of Financial Condition and Statements of Operations (GAAP Financials)
($ 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 |
|
$23,705,384 |
|
Exhibit C. Condensed Consolidated Statements of Financial Condition and Statements of Operations (GAAP Financials) (continued)
($ in thousands, except share data)
|
|
For the Three Months Ended |
|
For the Six Months Ended |
| ||||
|
|
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 |
|
|
|
$0.22 |
|
|
|
Weighted-average common units |
|
|
|
|
|
|
|
|
|
Basic |
|
79,424,077 |
|
|
|
79,424,077 |
|
|
|
Diluted |
|
80,004,833 |
|
|
|
80,004,833 |
|
|
|
Exhibit D. Supplemental Financial Information Consolidating Schedules
($ in thousands, except share data)
|
|
As of June 30, 2014 |
| ||||||
|
|
Consolidated |
|
Consolidated |
|
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) |
|
$21,592,330 |
|
Exhibit D. Supplemental Financial Information Consolidating Schedules (continued)
($ in thousands)
|
|
As of December 31, 2013 |
| ||||||
|
|
Consolidated |
|
Consolidated |
|
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) |
|
$23,705,384 |
|
Exhibit D. Supplemental Financial Information Consolidating Schedules (continued)
($ in thousands)
|
|
For the Three Months Ended June 30, 2014 |
| ||||||
|
|
Consolidated |
|
Consolidated |
|
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 |
|
$ |
|
$ |
|
$17,842 |
|
Exhibit D. Supplemental Financial Information Consolidating Schedules (continued)
($ in thousands)
|
|
For the Three Months Ended June 30, 2013 |
| ||||||
|
|
Consolidated |
|
Consolidated |
|
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 |
|
$ |
|
$ |
|
$2,235 |
|
Exhibit D. Supplemental Financial Information Consolidating Schedules (continued)
($ in thousands)
|
|
For the Six Months Ended June 30, 2014 |
| ||||||
|
|
Consolidated |
|
Consolidated |
|
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 |
|
$ |
|
$ |
|
$17,842 |
|
Exhibit D. Supplemental Financial Information Consolidating Schedules (continued)
($ in thousands)
|
|
For the Six Months Ended June 30, 2013 |
| ||||||
|
|
Consolidated |
|
Consolidated |
|
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 |
|
$ |
|
$ |
|
$61,391 |
|
Exhibit E. Reconciliation from Segments to GAAP Financials (1)
($ in thousands)
|
|
Three Months Ended |
|
Six Months Ended |
| ||||
|
|
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 incomerealized |
|
$(28,898) |
|
$(62,399) |
|
$(52,234) |
|
$(80,451) |
|
Total performance fee incomeunrealized |
|
(41,710) |
|
73,728 |
|
(81,804) |
|
(7,633) |
|
Total performance fee expenserealized |
|
19,676 |
|
43,086 |
|
35,682 |
|
50,330 |
|
Total performance fee expenseunrealized |
|
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 |
|
$175,642 |
|
(1) Excludes results of the Operations Management Group.
Exhibit E. Reconciliation from Segments to GAAP Financials (continued)
($ in thousands)
|
|
Three Months Ended |
|
Six Months Ended |
| ||||
|
|
2014 |
|
2013 |
|
2014 |
|
2013 |
|
|
|
|
|
|
|
|
| ||
Fee related earnings |
|
$69,309 |
|
$54,747 |
|
$136,068 |
|
$109,975 |
|
Performance feerealized |
|
28,898 |
|
62,399 |
|
52,234 |
|
80,451 |
|
Performance fee compensation expenserealized |
|
(19,676) |
|
(43,086) |
|
(35,682) |
|
(50,330) |
|
Other income realized net |
|
11,184 |
|
21,967 |
|
31,973 |
|
41,009 |
|
Net performance fee incomerealized |
|
$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 |
|
$175,642 |
|
Exhibit F. Pro Forma Units Outstanding As of June 30, 2014
|
|
Pro Forma |
|
Adjusted Common |
|
Ares Management, L.P. Common Units Outstanding |
|
80,667,664 |
|
80,667,664 |
|
AOG units exchangeable into Common Units |
|
130,921,766 |
|
- |
|
Dilutive Effect of Unvested Restricted Common Units(1) |
|
580,756 |
|
221,384(2) |
|
Dilutive Effect of Unvested Options |
|
- |
|
- |
|
Total |
|
212,170,186 |
|
80,889,048 |
|
(1) We apply the treasury stock method to determine the dilutive weighted-average common units represented by our restricted units to be settled in common units and options to acquire common units. Under the treasury stock method, compensation expense attributed to future services and not yet recognized is presumed to be used to acquire outstanding common units, thus reducing the weighted-average number of units and the dilutive effect of these awards.
(2) Represent proportional dilutive impact based upon the percentage of AOG owned by Ares Management, L.P. (38.12%).
Exhibit G. Per Unit Calculations for the Three Months Ended June 30, 2014
($ 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 Companys 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 Companys tax paying corporate subsidiaries.
Exhibit H. Glossary of Terms
ARCC Part I Fees |
ARCC Part I Fees refers to fees based on ARCCs net investment income (before ARCC Part I Fees and fees based on ARCCs 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 Managements Discussion and Analysis of Financial Condition and Results of OperationsReconciliation 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
|
|
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 OMGs 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.
|