x
|
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934.
|
o
|
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934.
|
Delaware
|
|
26-0174894
|
(State or other jurisdiction of
incorporation or organization)
|
|
(I.R.S. Employer
Identification Number)
|
Title of each class
|
Trading Symbol(s)
|
Name of each exchange on which registered
|
Class A units representing limited liability company interests
6.625% Series A preferred units
6.550% Series B preferred units
|
OAK
OAK-A
OAK-B
|
New York Stock Exchange
New York Stock Exchange
New York Stock Exchange
|
|
Large accelerated filer
x
|
Accelerated filer
o
|
|
Non-accelerated filer
o
|
Smaller reporting company
o
|
|
Emerging growth company
o
|
|
Page
|
|
PART I – FINANCIAL INFORMATION
|
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|
•
|
“management fee-generating assets under management,” or “management fee-generating AUM,” is a forward-looking metric and generally reflects the beginning AUM on which we will earn management fees in the following quarter, as more fully described in “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Non-GAAP Measures—Assets Under Management—Management Fee-generating Assets Under Management.”
|
•
|
“incentive-creating assets under management,” or “incentive-creating AUM,” refers to the AUM that may eventually produce incentive income, as more fully described in “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Non-GAAP Measures—Assets Under Management—Incentive-creating Assets Under Management.”
|
•
|
our U.S. High Yield Bond strategy, to the FTSE US High-Yield Cash-Pay Capped Index;
|
•
|
our Global High Yield Bond strategy, to an Oaktree custom global high yield index that represents 60% ICE BofAML High Yield Master II Constrained Index and 40% ICE BofAML Global Non-Financial High Yield European Issuers 3% Constrained, ex-Russia Index – USD Hedged from inception through December 31, 2012, and the ICE BofAML Non-Financial Developed Markets High Yield Constrained Index – USD Hedged thereafter;
|
•
|
our European High Yield Bond strategy, to the ICE BofAML Global Non-Financial High Yield European Issuers excluding Russia 3% Constrained Index (USD Hedged);
|
•
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our U.S. Senior Loan strategy (with the exception of the closed-end funds), to the Credit Suisse Leveraged Loan Index;
|
•
|
our European Senior Loan strategy, to the Credit Suisse Western European Leveraged Loan Index (EUR Hedged);
|
•
|
our U.S. Convertible Securities strategy, to an Oaktree custom convertible index that represents the Credit Suisse Convertible Securities Index from inception through December 31, 1999, the Goldman Sachs/Bloomberg Convertible 100 Index from January 1, 2000 through June 30, 2004, and the ICE BofAML All U.S. Convertibles Index thereafter;
|
•
|
our non-U.S. Convertible Securities strategy, to an Oaktree custom non-U.S. convertible index that represents the JACI Global ex-U.S. (Local) Index from inception through December 31, 2014 and the Thomson Reuters Global Focus ex-U.S. (USD hedged) Index thereafter;
|
•
|
our High Income Convertible Securities strategy, to the FTSE US High-Yield Market Index; and
|
•
|
our Emerging Markets Equities strategy, to the Morgan Stanley Capital International Emerging Markets Index (Net).
|
|
As of
|
||||||
|
March 31, 2019
|
|
December 31, 2018
|
||||
Assets
|
|
|
|
||||
Cash and cash-equivalents
|
$
|
500,208
|
|
|
$
|
460,937
|
|
U.S. Treasury and other securities
|
457,703
|
|
|
546,531
|
|
||
Corporate investments (includes $79,378 and $74,899 measured at fair value as of March 31, 2019 and December 31, 2018, respectively)
|
1,157,209
|
|
|
1,209,764
|
|
||
Due from affiliates
|
361,728
|
|
|
442,912
|
|
||
Deferred tax assets
|
229,264
|
|
|
229,100
|
|
||
Operating lease assets
|
109,281
|
|
|
—
|
|
||
Other assets
|
534,205
|
|
|
533,044
|
|
||
Assets of consolidated funds:
|
|
|
|
||||
Cash and cash-equivalents
|
313,324
|
|
|
370,790
|
|
||
Investments, at fair value
|
6,770,470
|
|
|
6,531,385
|
|
||
Dividends and interest receivable
|
28,640
|
|
|
26,792
|
|
||
Due from brokers
|
863
|
|
|
11,599
|
|
||
Receivable for securities sold
|
85,325
|
|
|
65,884
|
|
||
Other assets
|
6,976
|
|
|
3,440
|
|
||
Total assets
|
$
|
10,555,196
|
|
|
$
|
10,432,178
|
|
Liabilities and Unitholders’ Capital
|
|
|
|
||||
Liabilities:
|
|
|
|
||||
Accrued compensation expense
|
$
|
246,599
|
|
|
$
|
437,966
|
|
Accounts payable, accrued expenses and other liabilities
|
122,714
|
|
|
128,729
|
|
||
Due to affiliates
|
189,634
|
|
|
188,367
|
|
||
Debt obligations
|
746,078
|
|
|
745,945
|
|
||
Operating lease liabilities
|
139,210
|
|
|
—
|
|
||
Liabilities of consolidated funds:
|
|
|
|
||||
Accounts payable, accrued expenses and other liabilities
|
35,039
|
|
|
31,643
|
|
||
Payables for securities purchased
|
523,534
|
|
|
450,172
|
|
||
Securities sold short, at fair value
|
—
|
|
|
2,609
|
|
||
Distributions payable
|
2,126
|
|
|
4,885
|
|
||
Borrowings under credit facilities
|
865,061
|
|
|
864,529
|
|
||
Debt obligations of CLOs
|
4,159,429
|
|
|
4,127,994
|
|
||
Total liabilities
|
7,029,424
|
|
|
6,982,839
|
|
||
Commitments and contingencies (Note 17)
|
|
|
|
|
|||
Non-controlling redeemable interests in consolidated funds
|
1,040,984
|
|
|
961,622
|
|
||
Unitholders’ capital:
|
|
|
|
||||
Series A preferred units, 7,200,000 units issued and outstanding as of March 31, 2019 and December 31, 2018
|
173,669
|
|
|
173,669
|
|
||
Series B preferred units, 9,400,000 units issued and outstanding as of March 31, 2019 and December 31, 2018
|
226,915
|
|
|
226,915
|
|
||
Class A units, no par value, unlimited units authorized, 72,928,249 and 71,661,623 units issued and outstanding as of March 31, 2019 and December 31, 2018, respectively
|
—
|
|
|
—
|
|
||
Class B units, no par value, unlimited units authorized, 86,418,685 and 85,471,937 units issued and outstanding as of March 31, 2019 and December 31, 2018, respectively
|
—
|
|
|
—
|
|
||
Paid-in capital
|
897,782
|
|
|
893,043
|
|
||
Retained earnings
|
94,199
|
|
|
100,683
|
|
||
Accumulated other comprehensive income
|
2,764
|
|
|
1,053
|
|
||
Unitholders’ capital attributable to Oaktree Capital Group, LLC
|
1,395,329
|
|
|
1,395,363
|
|
||
Non-controlling interests in consolidated subsidiaries
|
1,089,459
|
|
|
1,092,354
|
|
||
Total unitholders’ capital
|
2,484,788
|
|
|
2,487,717
|
|
||
Total liabilities and unitholders’ capital
|
$
|
10,555,196
|
|
|
$
|
10,432,178
|
|
|
Three Months Ended March 31,
|
||||||
|
2019
|
|
2018
|
||||
Revenues:
|
|
|
|
|
|||
Management fees
|
$
|
169,934
|
|
|
$
|
185,415
|
|
Incentive income
|
96,481
|
|
|
151,906
|
|
||
Total revenues
|
266,415
|
|
|
337,321
|
|
||
Expenses:
|
|
|
|
||||
Compensation and benefits
|
(114,523
|
)
|
|
(108,754
|
)
|
||
Equity-based compensation
|
(14,329
|
)
|
|
(14,621
|
)
|
||
Incentive income compensation
|
(52,300
|
)
|
|
(84,815
|
)
|
||
Total compensation and benefits expense
|
(181,152
|
)
|
|
(208,190
|
)
|
||
General and administrative
|
(47,603
|
)
|
|
(32,964
|
)
|
||
Depreciation and amortization
|
(6,564
|
)
|
|
(6,402
|
)
|
||
Consolidated fund expenses
|
(2,155
|
)
|
|
(3,480
|
)
|
||
Total expenses
|
(237,474
|
)
|
|
(251,036
|
)
|
||
Other income (loss):
|
|
|
|
||||
Interest expense
|
(45,765
|
)
|
|
(40,579
|
)
|
||
Interest and dividend income
|
92,252
|
|
|
62,619
|
|
||
Net realized gain (loss) on consolidated funds’ investments
|
(5,819
|
)
|
|
14,599
|
|
||
Net change in unrealized appreciation (depreciation) on consolidated funds’ investments
|
57,117
|
|
|
(14,386
|
)
|
||
Investment income
|
62,150
|
|
|
34,563
|
|
||
Other income, net
|
22
|
|
|
697
|
|
||
Total other income
|
159,957
|
|
|
57,513
|
|
||
Income before income taxes
|
188,898
|
|
|
143,798
|
|
||
Income taxes
|
(4,498
|
)
|
|
(6,397
|
)
|
||
Net income
|
184,400
|
|
|
137,401
|
|
||
Less:
|
|
|
|
||||
Net income attributable to non-controlling interests in consolidated funds
|
(64,202
|
)
|
|
(10,725
|
)
|
||
Net income attributable to non-controlling interests in consolidated subsidiaries
|
(66,115
|
)
|
|
(73,944
|
)
|
||
Net income attributable to Oaktree Capital Group, LLC
|
54,083
|
|
|
52,732
|
|
||
Net income attributable to preferred unitholders
|
(6,829
|
)
|
|
—
|
|
||
Net income attributable to Oaktree Capital Group, LLC Class A unitholders
|
$
|
47,254
|
|
|
$
|
52,732
|
|
|
|
|
|
||||
Distributions declared per Class A unit
|
$
|
0.75
|
|
|
$
|
0.76
|
|
Net income per Class A unit (basic and diluted):
|
|
|
|
||||
Net income per Class A unit
|
$
|
0.66
|
|
|
$
|
0.78
|
|
Weighted average number of Class A units outstanding
|
71,632
|
|
|
67,918
|
|
|
Three Months Ended March 31,
|
||||||
|
2019
|
|
2018
|
||||
|
|
|
|
||||
Net income
|
$
|
184,400
|
|
|
$
|
137,401
|
|
Other comprehensive income (loss), net of tax:
|
|
|
|
||||
Foreign currency translation adjustments
|
3,708
|
|
|
(219
|
)
|
||
Other comprehensive income (loss), net of tax
|
3,708
|
|
|
(219
|
)
|
||
Total comprehensive income
|
188,108
|
|
|
137,182
|
|
||
Less:
|
|
|
|
||||
Comprehensive income attributable to non-controlling interests in consolidated funds
|
(64,202
|
)
|
|
(10,725
|
)
|
||
Comprehensive income attributable to non-controlling interests in consolidated subsidiaries
|
(68,112
|
)
|
|
(73,811
|
)
|
||
Comprehensive income attributable to OCG
|
55,794
|
|
|
52,646
|
|
||
Comprehensive income attributable to preferred unitholders
|
(6,829
|
)
|
|
—
|
|
||
Comprehensive income attributable to OCG Class A unitholders
|
$
|
48,965
|
|
|
$
|
52,646
|
|
|
Three Months Ended March 31,
|
||||||
|
2019
|
|
2018
|
||||
Cash flows from operating activities:
|
|
|
|
||||
Net income
|
$
|
184,400
|
|
|
$
|
137,401
|
|
Adjustments to reconcile net income to net cash used in operating activities:
|
|
|
|
||||
Adoption of revenue recognition standard
|
—
|
|
|
48,709
|
|
||
Investment income
|
(62,150
|
)
|
|
(34,563
|
)
|
||
Depreciation and amortization
|
6,564
|
|
|
6,402
|
|
||
Equity-based compensation
|
14,329
|
|
|
14,621
|
|
||
Net realized and unrealized (gain) loss from consolidated funds’ investments
|
(51,298
|
)
|
|
(213
|
)
|
||
Amortization (accretion) of original issue and market discount of consolidated funds’ investments, net
|
(1,841
|
)
|
|
(838
|
)
|
||
Income distributions from corporate investments in funds and companies
|
45,392
|
|
|
60,794
|
|
||
Other non-cash items
|
1,420
|
|
|
139
|
|
||
Cash flows due to changes in operating assets and liabilities:
|
|
|
|
||||
Increase in other assets
|
(1,453
|
)
|
|
(6,298
|
)
|
||
Decrease in net due from affiliates
|
82,452
|
|
|
69,374
|
|
||
Decrease in accrued compensation expense
|
(192,471
|
)
|
|
(73,603
|
)
|
||
Increase in accounts payable, accrued expenses and other liabilities
|
24,218
|
|
|
51
|
|
||
Cash flows due to changes in operating assets and liabilities of consolidated funds:
|
|
|
|
||||
Increase in dividends and interest receivable
|
(2,060
|
)
|
|
(826
|
)
|
||
(Increase) decrease in due from brokers
|
10,736
|
|
|
(8,622
|
)
|
||
(Increase) decrease in receivables for securities sold
|
(22,573
|
)
|
|
65,327
|
|
||
(Increase) decrease in other assets
|
266
|
|
|
(809
|
)
|
||
Increase in accounts payable, accrued expenses and other liabilities
|
3,979
|
|
|
1,985
|
|
||
Increase in payables for securities purchased
|
51,123
|
|
|
833
|
|
||
Purchases of securities
|
(694,115
|
)
|
|
(1,147,150
|
)
|
||
Proceeds from maturities and sales of securities
|
546,571
|
|
|
1,015,016
|
|
||
Net cash provided by (used in) operating activities
|
(56,511
|
)
|
|
147,730
|
|
||
Cash flows from investing activities:
|
|
|
|
||||
Purchases of U.S. Treasury and other securities
|
(342,672
|
)
|
|
(142,163
|
)
|
||
Proceeds from maturities and sales of U.S. Treasury and other securities
|
431,573
|
|
|
89,654
|
|
||
Corporate investments in funds and companies
|
(8,593
|
)
|
|
(76,149
|
)
|
||
Distributions and proceeds from corporate investments in funds and companies
|
74,540
|
|
|
209,006
|
|
||
Purchases of fixed assets
|
(3,094
|
)
|
|
(205
|
)
|
||
Net cash provided by investing activities
|
151,754
|
|
|
80,143
|
|
|
Three Months Ended March 31,
|
||||||
|
2019
|
|
2018
|
||||
Cash flows from financing activities:
|
|
|
|
||||
Net proceeds from issuance of Class A units
|
$
|
—
|
|
|
$
|
219,750
|
|
Purchase of OCGH units
|
—
|
|
|
(219,525
|
)
|
||
Repurchase and cancellation of units
|
(9,925
|
)
|
|
(10,453
|
)
|
||
Distributions to Class A unitholders
|
(53,738
|
)
|
|
(53,426
|
)
|
||
Distributions to preferred unitholders
|
(6,829
|
)
|
|
—
|
|
||
Distributions to OCGH unitholders
|
(68,366
|
)
|
|
(73,933
|
)
|
||
Distributions to non-controlling interests
|
(1,189
|
)
|
|
(1,240
|
)
|
||
Payment of debt issuance costs
|
—
|
|
|
(2,235
|
)
|
||
Cash flows from financing activities of consolidated funds:
|
|
|
|
||||
Contributions from non-controlling interests
|
80,653
|
|
|
59,745
|
|
||
Distributions to non-controlling interests
|
(62,641
|
)
|
|
(93,323
|
)
|
||
Proceeds from debt obligations issued by CLOs
|
75,947
|
|
|
505,480
|
|
||
Payment of debt issuance costs
|
(768
|
)
|
|
(899
|
)
|
||
Repayment on debt obligations issued by CLOs
|
(65,198
|
)
|
|
(455,691
|
)
|
||
Borrowings on credit facilities
|
372,000
|
|
|
—
|
|
||
Repayments on credit facilities
|
(372,000
|
)
|
|
—
|
|
||
Net cash used in financing activities
|
(112,054
|
)
|
|
(125,750
|
)
|
||
Effect of exchange rate changes on cash
|
(1,384
|
)
|
|
58
|
|
||
Net increase (decrease) in cash and cash-equivalents
|
(18,195
|
)
|
|
102,181
|
|
||
Deconsolidation of funds
|
—
|
|
|
(12,315
|
)
|
||
Cash and cash-equivalents, beginning balance
|
831,727
|
|
|
959,465
|
|
||
Cash and cash-equivalents, ending balance
|
$
|
813,532
|
|
|
$
|
1,049,331
|
|
|
|
|
|
||||
|
|
|
|
||||
Reconciliation of cash and cash-equivalents
|
|
|
|
||||
Cash and cash-equivalents – Oaktree
|
$
|
500,208
|
|
|
$
|
634,691
|
|
Cash and cash-equivalents – Consolidated Funds
|
313,324
|
|
|
414,640
|
|
||
Total cash and cash-equivalents
|
$
|
813,532
|
|
|
$
|
1,049,331
|
|
|
|
|
|
||||
|
|
|
|
||||
|
|
|
|
|
Oaktree Capital Group, LLC
|
|
Non-controlling Interests in Consolidated Subsidiaries
|
|
Non-controlling Interests in Consolidated Funds
|
|
Total Unitholders’ Capital
|
||||||||||||||||||||||||||||||
|
Class A Units
|
|
Class B Units
|
|
Series A Preferred Units
|
|
Series B Preferred Units
|
|
Paid-in Capital
|
|
Retained Earnings
|
|
Accumulated Other Comprehensive Income (Loss)
|
|
|||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Unitholders’ capital as of December 31, 2018
|
71,662
|
|
|
85,472
|
|
|
$
|
173,669
|
|
|
$
|
226,915
|
|
|
$
|
893,043
|
|
|
$
|
100,683
|
|
|
$
|
1,053
|
|
|
$
|
1,092,354
|
|
|
$
|
—
|
|
|
$
|
2,487,717
|
|
Activity for the three months ended March 31, 2019:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Issuance of units
|
1,455
|
|
|
1,020
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
Cancellation of units associated with forfeitures
|
(20
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
Repurchase and cancellation of units
|
(169
|
)
|
|
(73
|
)
|
|
—
|
|
|
—
|
|
|
(7,410
|
)
|
|
—
|
|
|
—
|
|
|
(2,515
|
)
|
|
—
|
|
|
(9,925
|
)
|
||||||||
Equity reallocation between controlling and non-controlling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
6,125
|
|
|
—
|
|
|
—
|
|
|
(6,125
|
)
|
|
—
|
|
|
—
|
|
||||||||
Capital increase related to equity-based compensation
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
6,024
|
|
|
—
|
|
|
—
|
|
|
7,188
|
|
|
—
|
|
|
13,212
|
|
||||||||
Distributions declared
|
—
|
|
|
—
|
|
|
(2,981
|
)
|
|
(3,848
|
)
|
|
—
|
|
|
(53,738
|
)
|
|
—
|
|
|
(69,555
|
)
|
|
—
|
|
|
(130,122
|
)
|
||||||||
Net income
|
—
|
|
|
—
|
|
|
2,981
|
|
|
3,848
|
|
|
—
|
|
|
47,254
|
|
|
—
|
|
|
66,115
|
|
|
—
|
|
|
120,198
|
|
||||||||
Foreign currency translation adjustment, net of tax
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,711
|
|
|
1,997
|
|
|
—
|
|
|
3,708
|
|
||||||||
Unitholders’ capital as of March 31, 2019
|
72,928
|
|
|
86,419
|
|
|
$
|
173,669
|
|
|
$
|
226,915
|
|
|
$
|
897,782
|
|
|
$
|
94,199
|
|
|
$
|
2,764
|
|
|
$
|
1,089,459
|
|
|
$
|
—
|
|
|
$
|
2,484,788
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Unitholders’ capital as of December 31, 2017
|
65,310
|
|
|
90,976
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
788,413
|
|
|
$
|
80,128
|
|
|
$
|
443
|
|
|
$
|
1,121,237
|
|
|
$
|
30,396
|
|
|
$
|
2,020,617
|
|
Activity for the three months ended March 31, 2018:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Cumulative-effect adjustment from adoption of accounting guidance
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
20,355
|
|
|
—
|
|
|
28,354
|
|
|
—
|
|
|
48,709
|
|
||||||||
Issuance of units
|
6,143
|
|
|
114
|
|
|
—
|
|
|
—
|
|
|
219,750
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
219,750
|
|
||||||||
Cancellation of units associated with forfeitures
|
(81
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
Repurchase and cancellation of units
|
(200
|
)
|
|
(5,083
|
)
|
|
—
|
|
|
—
|
|
|
(227,424
|
)
|
|
—
|
|
|
—
|
|
|
(2,554
|
)
|
|
—
|
|
|
(229,978
|
)
|
||||||||
Deferred tax effect resulting from the purchase of OCGH units
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
6,051
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
6,051
|
|
||||||||
Equity reallocation between controlling and non-controlling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
73,830
|
|
|
—
|
|
|
—
|
|
|
(73,830
|
)
|
|
—
|
|
|
—
|
|
||||||||
Capital increase related to equity-based compensation
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
5,956
|
|
|
—
|
|
|
—
|
|
|
7,741
|
|
|
—
|
|
|
13,697
|
|
||||||||
Distributions declared
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(53,426
|
)
|
|
—
|
|
|
(75,173
|
)
|
|
(19,800
|
)
|
|
(148,399
|
)
|
||||||||
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
52,732
|
|
|
—
|
|
|
73,944
|
|
|
172
|
|
|
126,848
|
|
||||||||
Foreign currency translation adjustment, net of tax
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(86
|
)
|
|
(133
|
)
|
|
—
|
|
|
(219
|
)
|
||||||||
Unitholders’ capital as of March 31, 2018
|
71,172
|
|
|
86,007
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
866,576
|
|
|
$
|
99,789
|
|
|
$
|
357
|
|
|
$
|
1,079,586
|
|
|
$
|
10,768
|
|
|
$
|
2,057,076
|
|
•
|
Level I –
Quoted unadjusted prices for identical instruments in active markets to which the Company has access at the date of measurement. The types of investments in Level I include exchange-traded equities, debt and derivatives with quoted prices.
|
•
|
Level II –
Quoted prices for similar instruments in active markets; quoted prices for identical or similar instruments in markets that are not active; and model-derived valuations in which all significant inputs are directly or indirectly observable. Level II inputs include interest rates, yield curves, volatilities, prepayment risks, loss severities, credit risks and default rates. The types of investments in Level II generally include corporate bonds and loans, government and agency securities, less liquid and restricted equity investments, over-the-counter traded derivatives, debt obligations of consolidated CLOs, and other investments where the fair value is based on observable inputs.
|
•
|
Level III –
Valuations for which one or more significant inputs are unobservable. These inputs reflect the Company’s assessment of the assumptions that market participants use to value the investment based on the best available information. Level III inputs include prices of quoted securities in markets for which there are few transactions, less public information exists or prices vary among brokered market makers. The types of investments in Level III include non-publicly traded equity, debt, real estate and derivatives.
|
|
As of
|
||||||
|
March 31, 2019
|
|
December 31, 2018
|
||||
|
|
|
|
||||
Receivables
(1)
|
$
|
225,465
|
|
|
$
|
74,795
|
|
Contract assets
(1)
|
66,800
|
|
|
288,176
|
|
||
Contract liabilities
(2)
|
(28,413
|
)
|
|
(26,549
|
)
|
|
|
|
|
|
(1)
|
The changes in the balances primarily related to accruals, net of payments received.
|
(2)
|
Revenue recognized in the three months ended March 31, 2019 from amounts included in the contract liability balance was
$6.5 million
.
|
|
Carrying Value as of
|
||||||
|
March 31, 2019
|
|
December 31, 2018
|
||||
|
|
|
|
||||
Corporate investments
|
$
|
1,047,742
|
|
|
$
|
1,093,294
|
|
Due from affiliates
|
305,051
|
|
|
384,225
|
|
||
Maximum exposure to loss
|
$
|
1,352,793
|
|
|
$
|
1,477,519
|
|
|
As of
|
||||||
Corporate Investments
|
March 31, 2019
|
|
December 31,
2018
|
||||
|
|
|
|
||||
Equity-method investments:
|
|
|
|
||||
Funds
|
$
|
1,041,570
|
|
|
$
|
1,089,068
|
|
Companies
|
36,261
|
|
|
45,797
|
|
||
Other investments, at fair value
|
79,378
|
|
|
74,899
|
|
||
Total corporate investments
|
$
|
1,157,209
|
|
|
$
|
1,209,764
|
|
|
Three Months Ended March 31,
|
||||||
Investment Income
|
2019
|
|
2018
|
||||
|
|
|
|
||||
Equity-method investments:
|
|
|
|
||||
Funds
|
$
|
39,320
|
|
|
$
|
27,266
|
|
Companies
|
17,111
|
|
|
18,138
|
|
||
Other investments, at fair value
|
5,719
|
|
|
(10,841
|
)
|
||
Total investment income
|
$
|
62,150
|
|
|
$
|
34,563
|
|
|
Three Months Ended March 31,
|
||||||
Statements of Operations
|
2019
|
|
2018
|
||||
Revenues / investment income
|
$
|
891,961
|
|
|
$
|
477,491
|
|
Interest expense
|
(70,857
|
)
|
|
(67,230
|
)
|
||
Other expenses
|
(361,900
|
)
|
|
(201,436
|
)
|
||
Net realized and unrealized gain on investments
|
1,005,147
|
|
|
530,361
|
|
||
Net income
|
$
|
1,464,351
|
|
|
$
|
739,186
|
|
|
Three Months Ended March 31,
|
||||||
|
2019
|
|
2018
|
||||
|
|
|
|
||||
Realized gain (loss)
|
$
|
—
|
|
|
$
|
796
|
|
Net change in unrealized gain (loss)
|
5,719
|
|
|
(11,637
|
)
|
||
Total gain (loss)
|
$
|
5,719
|
|
|
$
|
(10,841
|
)
|
|
Fair Value as of
|
|
Fair Value as a Percentage of Investments of Consolidated Funds as of
|
||||||||||
Investments
|
March 31, 2019
|
|
December 31, 2018
|
|
March 31, 2019
|
|
December 31, 2018
|
||||||
United States:
|
|
|
|
|
|
|
|
||||||
Debt securities:
|
|
|
|
|
|
|
|
||||||
Communication services
|
$
|
551,441
|
|
|
$
|
543,948
|
|
|
8.1
|
%
|
|
8.4
|
%
|
Consumer discretionary
|
533,508
|
|
|
506,551
|
|
|
7.9
|
|
|
7.8
|
|
||
Consumer staples
|
116,240
|
|
|
112,197
|
|
|
1.7
|
|
|
1.7
|
|
||
Energy
|
257,233
|
|
|
204,568
|
|
|
3.8
|
|
|
3.1
|
|
||
Financials
|
371,148
|
|
|
332,240
|
|
|
5.5
|
|
|
5.1
|
|
||
Health care
|
539,344
|
|
|
537,592
|
|
|
8.0
|
|
|
8.2
|
|
||
Industrials
|
464,178
|
|
|
443,406
|
|
|
6.9
|
|
|
6.8
|
|
||
Information technology
|
537,699
|
|
|
536,000
|
|
|
7.9
|
|
|
8.2
|
|
||
Materials
|
281,666
|
|
|
289,499
|
|
|
4.2
|
|
|
4.4
|
|
||
Real estate
|
265,229
|
|
|
217,633
|
|
|
3.9
|
|
|
3.3
|
|
||
Utilities
|
163,545
|
|
|
137,031
|
|
|
2.4
|
|
|
2.1
|
|
||
Total debt securities (cost: $4,143,772 and $4,019,823 as of March 31, 2019 and December 31, 2018, respectively)
|
4,081,231
|
|
|
3,860,665
|
|
|
60.3
|
|
|
59.1
|
|
||
Equity securities:
|
|
|
|
|
|
|
|
|
|
||||
Consumer discretionary
|
6,007
|
|
|
1,915
|
|
|
0.1
|
|
|
0.1
|
|
||
Energy
|
340
|
|
|
131
|
|
|
0.0
|
|
|
0.0
|
|
||
Financials
|
668
|
|
|
837
|
|
|
0.0
|
|
|
0.0
|
|
||
Health care
|
1,609
|
|
|
1,348
|
|
|
0.0
|
|
|
0.0
|
|
||
Industrials
|
91
|
|
|
88
|
|
|
0.0
|
|
|
0.0
|
|
||
Utilities
|
1,010
|
|
|
1,107
|
|
|
0.0
|
|
|
0.0
|
|
||
Total equity securities (cost: $14,428 and $6,117 as of March 31, 2019 and December 31, 2018, respectively)
|
9,725
|
|
|
5,426
|
|
|
0.1
|
|
|
0.1
|
|
|
Fair Value as of
|
|
Fair Value as a Percentage of Investments of Consolidated Funds as of
|
||||||||||
Investments
|
March 31, 2019
|
|
December 31, 2018
|
|
March 31, 2019
|
|
December 31, 2018
|
||||||
Europe:
|
|
|
|
|
|
|
|
|
|
||||
Debt securities:
|
|
|
|
|
|
|
|
||||||
Communication services
|
$
|
527,091
|
|
|
$
|
530,337
|
|
|
7.8
|
%
|
|
8.1
|
%
|
Consumer discretionary
|
551,756
|
|
|
545,324
|
|
|
8.1
|
|
|
8.3
|
|
||
Consumer staples
|
163,695
|
|
|
160,406
|
|
|
2.4
|
|
|
2.5
|
|
||
Energy
|
9,336
|
|
|
15,260
|
|
|
0.1
|
|
|
0.2
|
|
||
Financials
|
67,029
|
|
|
48,545
|
|
|
1.0
|
|
|
0.7
|
|
||
Health care
|
452,800
|
|
|
418,516
|
|
|
6.8
|
|
|
6.4
|
|
||
Industrials
|
260,324
|
|
|
246,640
|
|
|
3.8
|
|
|
3.8
|
|
||
Information technology
|
184,620
|
|
|
194,988
|
|
|
2.7
|
|
|
3.0
|
|
||
Materials
|
220,334
|
|
|
221,660
|
|
|
3.3
|
|
|
3.4
|
|
||
Real estate
|
19,737
|
|
|
30,045
|
|
|
0.3
|
|
|
0.5
|
|
||
Utilities
|
1,679
|
|
|
1,559
|
|
|
0.0
|
|
|
0.0
|
|
||
Total debt securities (cost: $2,489,971 and $2,477,821 as of March 31, 2019 and December 31, 2018, respectively)
|
2,458,401
|
|
|
2,413,280
|
|
|
36.3
|
|
|
36.9
|
|
||
Equity securities:
|
|
|
|
|
|
|
|
|
|
||||
Consumer staples
|
—
|
|
|
38
|
|
|
—
|
|
|
0.0
|
|
||
Health care
|
978
|
|
|
948
|
|
|
0.0
|
|
|
0.1
|
|
||
Total equity securities (cost: $163 and $320 as of March 31, 2019 and December 31, 2018, respectively)
|
978
|
|
|
986
|
|
|
0.0
|
|
|
0.1
|
|
||
Asia and other:
|
|
|
|
|
|
|
|
|
|
||||
Debt securities:
|
|
|
|
|
|
|
|
|
|
||||
Communication services
|
13,395
|
|
|
12,069
|
|
|
0.2
|
|
|
0.2
|
|
||
Consumer discretionary
|
43,701
|
|
|
36,822
|
|
|
0.7
|
|
|
0.6
|
|
||
Consumer staples
|
8,976
|
|
|
11,867
|
|
|
0.1
|
|
|
0.2
|
|
||
Energy
|
27,075
|
|
|
20,594
|
|
|
0.4
|
|
|
0.3
|
|
||
Financials
|
13,434
|
|
|
13,995
|
|
|
0.2
|
|
|
0.2
|
|
||
Government
|
14,037
|
|
|
12,155
|
|
|
0.2
|
|
|
0.2
|
|
||
Health care
|
9,396
|
|
|
9,633
|
|
|
0.1
|
|
|
0.1
|
|
||
Industrials
|
46,702
|
|
|
40,468
|
|
|
0.8
|
|
|
0.7
|
|
||
Information technology
|
678
|
|
|
1,887
|
|
|
0.0
|
|
|
0.0
|
|
||
Materials
|
16,594
|
|
|
15,516
|
|
|
0.2
|
|
|
0.2
|
|
||
Real estate
|
7,115
|
|
|
38,592
|
|
|
0.1
|
|
|
0.6
|
|
||
Utilities
|
17,263
|
|
|
14,870
|
|
|
0.3
|
|
|
0.2
|
|
||
Total debt securities (cost: $222,469 and $233,603 as of March 31, 2019 and December 31, 2018, respectively)
|
218,366
|
|
|
228,468
|
|
|
3.3
|
|
|
3.5
|
|
|
Fair Value as of
|
|
Fair Value as a Percentage of Investments of Consolidated Funds as of
|
||||||||||
Investments
|
March 31, 2019
|
|
December 31, 2018
|
|
March 31, 2019
|
|
December 31, 2018
|
||||||
Asia and other:
|
|
|
|
|
|
|
|
||||||
Equity securities:
|
|
|
|
|
|
|
|
|
|||||
Consumer discretionary
|
$
|
—
|
|
|
$
|
874
|
|
|
—
|
%
|
|
0.0
|
%
|
Consumer staples
|
26
|
|
|
997
|
|
|
0.0
|
|
|
0.0
|
|
||
Energy
|
100
|
|
|
382
|
|
|
0.0
|
|
|
0.0
|
|
||
Financials
|
—
|
|
|
2,935
|
|
|
—
|
|
|
0.0
|
|
||
Industrials
|
—
|
|
|
11,265
|
|
|
—
|
|
|
0.2
|
|
||
Information technology
|
—
|
|
|
1,725
|
|
|
—
|
|
|
0.0
|
|
||
Materials
|
1,643
|
|
|
4,382
|
|
|
0.0
|
|
|
0.1
|
|
||
Total equity securities (cost: $1,961 and $22,977 as of March 31, 2019 and December 31, 2018, respectively)
|
1,769
|
|
|
22,560
|
|
|
0.0
|
|
|
0.3
|
|
||
Total debt securities
|
6,757,998
|
|
|
6,502,413
|
|
|
99.9
|
|
|
99.5
|
|
||
Total equity securities
|
12,472
|
|
|
28,972
|
|
|
0.1
|
|
|
0.5
|
|
||
Total investments, at fair value
|
$
|
6,770,470
|
|
|
$
|
6,531,385
|
|
|
100.0
|
%
|
|
100.0
|
%
|
Securities Sold Short
|
|
|
|
|
|
|
|
|
|||||
Equity securities (proceeds: $0 and $2,644 as of March 31, 2019 and December 31, 2018, respectively)
|
$
|
—
|
|
|
$
|
(2,609
|
)
|
|
|
|
|
|
|
Three Months Ended March 31,
|
||||||||||||||
|
2019
|
|
2018
|
||||||||||||
|
Net Realized Gain (Loss) on Investments
|
|
Net Change in Unrealized Appreciation (Depreciation) on Investments
|
|
Net Realized Gain (Loss) on Investments
|
|
Net Change in Unrealized Appreciation (Depreciation) on Investments
|
||||||||
|
|
|
|
|
|
|
|
||||||||
Investments and other financial instruments
|
$
|
(7,945
|
)
|
|
$
|
129,670
|
|
|
$
|
11,322
|
|
|
$
|
(30,588
|
)
|
CLO liabilities
(1)
|
—
|
|
|
(72,083
|
)
|
|
—
|
|
|
18,072
|
|
||||
Foreign-currency forward contracts
(2)
|
2,126
|
|
|
(470
|
)
|
|
1,439
|
|
|
(711
|
)
|
||||
Total-return and interest-rate swaps
(2)
|
—
|
|
|
—
|
|
|
20
|
|
|
(86
|
)
|
||||
Options and futures
(2)
|
—
|
|
|
—
|
|
|
1,818
|
|
|
(1,073
|
)
|
||||
Total
|
$
|
(5,819
|
)
|
|
$
|
57,117
|
|
|
$
|
14,599
|
|
|
$
|
(14,386
|
)
|
|
|
|
|
|
(1)
|
Represents the net change in the fair value of CLO liabilities based on the more observable fair value of CLO assets, as measured under the CLO measurement guidance. Please see note 2 for more information.
|
(2)
|
Please see note 7 for additional information.
|
|
As of March 31, 2019
|
|
As of December 31, 2018
|
||||||||||||||||||||||||||||
|
Level I
|
|
Level II
|
|
Level III
|
|
Total
|
|
Level I
|
|
Level II
|
|
Level III
|
|
Total
|
||||||||||||||||
Assets
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
U.S. Treasury and other securities
(1)
|
$
|
457,703
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
457,703
|
|
|
$
|
546,531
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
546,531
|
|
Corporate investments
|
—
|
|
|
30,990
|
|
|
48,423
|
|
|
79,413
|
|
|
—
|
|
|
29,476
|
|
|
45,426
|
|
|
74,902
|
|
||||||||
Foreign-currency forward contracts
(2)
|
—
|
|
|
2,065
|
|
|
—
|
|
|
2,065
|
|
|
—
|
|
|
1,654
|
|
|
—
|
|
|
1,654
|
|
||||||||
Cross-currency swap
(2)
|
—
|
|
|
4,464
|
|
|
—
|
|
|
4,464
|
|
|
—
|
|
|
2,384
|
|
|
—
|
|
|
2,384
|
|
||||||||
Total assets
|
$
|
457,703
|
|
|
$
|
37,519
|
|
|
$
|
48,423
|
|
|
$
|
543,645
|
|
|
$
|
546,531
|
|
|
$
|
33,514
|
|
|
$
|
45,426
|
|
|
$
|
625,471
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Liabilities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Contingent liability
(3)
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(6,576
|
)
|
|
$
|
(6,576
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(6,657
|
)
|
|
$
|
(6,657
|
)
|
Foreign-currency forward contracts
(4)
|
—
|
|
|
(1,600
|
)
|
|
—
|
|
|
(1,600
|
)
|
|
—
|
|
|
(2,318
|
)
|
|
—
|
|
|
(2,318
|
)
|
||||||||
Total liabilities
|
$
|
—
|
|
|
$
|
(1,600
|
)
|
|
$
|
(6,576
|
)
|
|
$
|
(8,176
|
)
|
|
$
|
—
|
|
|
$
|
(2,318
|
)
|
|
$
|
(6,657
|
)
|
|
$
|
(8,975
|
)
|
|
|
|
|
|
(1)
|
Carrying value approximates fair value due to the short-term nature.
|
(2)
|
Amounts are included in other assets in the condensed consolidated statements of financial condition.
|
(3)
|
Amounts are included in accounts payable, accrued expenses and other liabilities in the condensed consolidated statements of financial condition.
|
(4)
|
Amounts are included in accounts payable, accrued expenses and other liabilities in the condensed consolidated statements of financial condition, except for
$35
and
$3
as of March 31, 2019 and December 31, 2018, respectively, which are included within corporate investments in the condensed consolidated statements of financial condition.
|
|
Three Months Ended March 31,
|
||||||||||||||
|
2019
|
|
2018
|
||||||||||||
|
Corporate Investments
|
|
Contingent Liability
|
|
Corporate Investments
|
|
Contingent Liability
|
||||||||
|
|
|
|
|
|
|
|
||||||||
Beginning balance
|
$
|
45,426
|
|
|
$
|
(6,657
|
)
|
|
$
|
50,902
|
|
|
$
|
(18,778
|
)
|
Contributions or additions
|
—
|
|
|
—
|
|
|
1,293
|
|
|
—
|
|
||||
Distributions
|
—
|
|
|
—
|
|
|
(815
|
)
|
|
—
|
|
||||
Net gain (loss) included in earnings
|
2,997
|
|
|
81
|
|
|
1,715
|
|
|
2,575
|
|
||||
Ending balance
|
$
|
48,423
|
|
|
$
|
(6,576
|
)
|
|
$
|
53,095
|
|
|
$
|
(16,203
|
)
|
|
|
|
|
|
|
|
|
||||||||
Net change in unrealized gains (losses) attributable to financial instruments still held at end of period
|
$
|
2,997
|
|
|
$
|
81
|
|
|
$
|
919
|
|
|
$
|
2,575
|
|
|
|
Fair Value as of
|
|
|
|
Significant Unobservable Input
|
|
|
|
|
||||||
Financial Instrument
|
|
March 31, 2019
|
|
December 31, 2018
|
|
Valuation Technique
|
|
|
Range
|
|
Weighted Average
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Corporate investment – Limited partnership interests
|
|
$
|
48,423
|
|
|
$
|
45,426
|
|
|
Market approach
(value of underlying assets) |
|
Not applicable
|
|
Not applicable
|
|
Not applicable
|
Contingent liability
|
|
(6,576
|
)
|
|
(6,657
|
)
|
|
Discounted cash flow
|
|
Assumed % of total potential contingent payments
|
|
0% – 100%
|
|
24%
|
|
As of March 31, 2019
|
|
As of December 31, 2018
|
||||||||||||||||||||||||||||
Level I
|
|
Level II
|
|
Level III
|
|
Total
|
|
Level I
|
|
Level II
|
|
Level III
|
|
Total
|
|||||||||||||||||
Assets
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Investments:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Corporate debt – bank debt
|
$
|
—
|
|
|
$
|
5,343,997
|
|
|
$
|
114,945
|
|
|
$
|
5,458,942
|
|
|
$
|
—
|
|
|
$
|
5,216,923
|
|
|
$
|
136,055
|
|
|
$
|
5,352,978
|
|
Corporate debt – all other
|
—
|
|
|
1,097,855
|
|
|
201,201
|
|
|
1,299,056
|
|
|
634
|
|
|
963,423
|
|
|
185,378
|
|
|
1,149,435
|
|
||||||||
Equities – common stock
|
3,566
|
|
|
—
|
|
|
7,424
|
|
|
10,990
|
|
|
24,483
|
|
|
—
|
|
|
3,063
|
|
|
27,546
|
|
||||||||
Equities – preferred stock
|
—
|
|
|
—
|
|
|
1,482
|
|
|
1,482
|
|
|
—
|
|
|
—
|
|
|
1,426
|
|
|
1,426
|
|
||||||||
Total investments
|
3,566
|
|
|
6,441,852
|
|
|
325,052
|
|
|
6,770,470
|
|
|
25,117
|
|
|
6,180,346
|
|
|
325,922
|
|
|
6,531,385
|
|
||||||||
Derivatives:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Foreign-currency forward contracts
|
—
|
|
|
3,343
|
|
|
—
|
|
|
3,343
|
|
|
—
|
|
|
2,275
|
|
|
—
|
|
|
2,275
|
|
||||||||
Options and futures
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
189
|
|
|
—
|
|
|
—
|
|
|
189
|
|
||||||||
Total derivatives
(1)
|
—
|
|
|
3,343
|
|
|
—
|
|
|
3,343
|
|
|
189
|
|
|
2,275
|
|
|
—
|
|
|
2,464
|
|
||||||||
Total assets
|
$
|
3,566
|
|
|
$
|
6,445,195
|
|
|
$
|
325,052
|
|
|
$
|
6,773,813
|
|
|
$
|
25,306
|
|
|
$
|
6,182,621
|
|
|
$
|
325,922
|
|
|
$
|
6,533,849
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Liabilities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
CLO debt obligations:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Senior secured notes
|
$
|
—
|
|
|
$
|
(3,998,371
|
)
|
|
$
|
—
|
|
|
$
|
(3,998,371
|
)
|
|
$
|
—
|
|
|
$
|
(3,976,602
|
)
|
|
$
|
—
|
|
|
$
|
(3,976,602
|
)
|
Subordinated notes
|
—
|
|
|
(161,058
|
)
|
|
—
|
|
|
(161,058
|
)
|
|
—
|
|
|
(151,392
|
)
|
|
—
|
|
|
(151,392
|
)
|
||||||||
Total CLO debt obligations
(2)
|
—
|
|
|
(4,159,429
|
)
|
|
—
|
|
|
(4,159,429
|
)
|
|
—
|
|
|
(4,127,994
|
)
|
|
—
|
|
|
(4,127,994
|
)
|
||||||||
Securities sold short:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Equity securities
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2,609
|
)
|
|
—
|
|
|
—
|
|
|
(2,609
|
)
|
||||||||
Derivatives:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Foreign-currency forward contracts
|
—
|
|
|
(2,181
|
)
|
|
—
|
|
|
(2,181
|
)
|
|
—
|
|
|
(643
|
)
|
|
—
|
|
|
(643
|
)
|
||||||||
Total derivatives
(3)
|
—
|
|
|
(2,181
|
)
|
|
—
|
|
|
(2,181
|
)
|
|
—
|
|
|
(643
|
)
|
|
—
|
|
|
(643
|
)
|
||||||||
Total liabilities
|
$
|
—
|
|
|
$
|
(4,161,610
|
)
|
|
$
|
—
|
|
|
$
|
(4,161,610
|
)
|
|
$
|
(2,609
|
)
|
|
$
|
(4,128,637
|
)
|
|
$
|
—
|
|
|
$
|
(4,131,246
|
)
|
|
|
|
|
|
(1)
|
Amounts are included in other assets under “assets of consolidated funds” in the condensed consolidated statements of financial condition.
|
(2)
|
The fair value of CLO liabilities is classified based on the more observable fair value of CLO assets. Please see notes 2 and 10 for more information.
|
(3)
|
Amounts are included in accounts payable, accrued expenses and other liabilities under “liabilities of consolidated funds” in the condensed consolidated statements of financial condition
|
|
|
Corporate Debt – Bank Debt
|
|
Corporate Debt – All Other
|
|
Equities – Common Stock
|
|
Equities – Preferred Stock
|
|
Real Estate
|
|
Total
|
||||||||||||
Three Months Ended March 31, 2019
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Beginning balance
|
$
|
136,055
|
|
|
$
|
185,378
|
|
|
$
|
3,063
|
|
|
$
|
1,426
|
|
|
$
|
—
|
|
|
$
|
325,922
|
|
|
Transfers into Level III
|
17,510
|
|
|
8,754
|
|
|
5,410
|
|
|
—
|
|
|
—
|
|
|
31,674
|
|
|||||||
Transfers out of Level III
|
(33,820
|
)
|
|
(6,280
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(40,100
|
)
|
|||||||
Purchases
|
7,097
|
|
|
17,158
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
24,255
|
|
|||||||
Sales
|
(10,017
|
)
|
|
(6,801
|
)
|
|
(127
|
)
|
|
—
|
|
|
—
|
|
|
(16,945
|
)
|
|||||||
Realized gains (losses), net
|
(9
|
)
|
|
(361
|
)
|
|
26
|
|
|
—
|
|
|
—
|
|
|
(344
|
)
|
|||||||
Unrealized appreciation (depreciation), net
|
(1,871
|
)
|
|
3,353
|
|
|
(948
|
)
|
|
56
|
|
|
—
|
|
|
590
|
|
|||||||
Ending balance
|
$
|
114,945
|
|
|
$
|
201,201
|
|
|
$
|
7,424
|
|
|
$
|
1,482
|
|
|
$
|
—
|
|
|
$
|
325,052
|
|
|
Net change in unrealized appreciation (depreciation) attributable to assets still held at end of period
|
$
|
(3,758
|
)
|
|
$
|
2,761
|
|
|
$
|
(948
|
)
|
|
$
|
56
|
|
|
$
|
—
|
|
|
$
|
(1,889
|
)
|
|
Three Months Ended March 31, 2018
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Beginning balance
|
$
|
86,999
|
|
|
$
|
75,388
|
|
|
$
|
3,427
|
|
|
$
|
—
|
|
|
$
|
121,588
|
|
|
$
|
287,402
|
|
|
Deconsolidation of funds
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(121,087
|
)
|
|
(121,087
|
)
|
|||||||
Transfers into Level III
|
25,164
|
|
|
607
|
|
|
490
|
|
|
—
|
|
|
—
|
|
|
26,261
|
|
|||||||
Transfers out of Level III
|
(7,289
|
)
|
|
(490
|
)
|
|
(57
|
)
|
|
—
|
|
|
—
|
|
|
(7,836
|
)
|
|||||||
Purchases
|
4,816
|
|
|
31,123
|
|
|
56
|
|
|
236
|
|
|
—
|
|
|
36,231
|
|
|||||||
Sales
|
(17,472
|
)
|
|
(19,110
|
)
|
|
(311
|
)
|
|
—
|
|
|
(501
|
)
|
|
(37,394
|
)
|
|||||||
Realized gains (losses), net
|
328
|
|
|
86
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
414
|
|
|||||||
Unrealized appreciation (depreciation), net
|
1,949
|
|
|
(203
|
)
|
|
98
|
|
|
375
|
|
|
—
|
|
|
2,219
|
|
|||||||
Ending balance
|
$
|
94,495
|
|
|
$
|
87,401
|
|
|
$
|
3,703
|
|
|
$
|
611
|
|
|
$
|
—
|
|
|
$
|
186,210
|
|
|
Net change in unrealized appreciation (depreciation) attributable to assets still held at end of period
|
$
|
1,965
|
|
|
$
|
(185
|
)
|
|
$
|
96
|
|
|
$
|
375
|
|
|
$
|
—
|
|
|
$
|
2,251
|
|
Investment Type
|
|
Fair Value
|
|
Valuation Technique
|
|
Significant Unobservable
Inputs (1)(2) |
|
Range
|
|
Weighted Average
(3)
|
||
|
|
|
|
|
|
|
|
|
|
|
||
Credit-oriented investments:
|
|
|
|
|
|
|
|
|
|
|
||
Consumer discretionary:
|
|
$
|
13,263
|
|
|
Discounted cash flow
(4)
|
|
Discount rate
|
|
10% – 14%
|
|
11%
|
|
|
9,846
|
|
|
Recent market information
(5)
|
|
Quoted prices
|
|
Not applicable
|
|
Not applicable
|
|
Financials:
|
|
106,723
|
|
|
Recent market information
(5)
|
|
Quoted prices
|
|
Not applicable
|
|
Not applicable
|
|
|
|
3,770
|
|
|
Discounted cash flow
(4)
|
|
Discount rate
|
|
9% – 12%
|
|
11%
|
|
Health care:
|
|
35,377
|
|
|
Recent market information
(5)
|
|
Quoted prices
|
|
Not applicable
|
|
Not applicable
|
|
|
|
3,191
|
|
|
Discounted cash flow
(4)
|
|
Discount rate
|
|
10% – 17%
|
|
13%
|
|
Real estate:
|
|
95,083
|
|
|
Recent market information
(5)
|
|
Quoted prices
|
|
Not applicable
|
|
Not applicable
|
|
|
|
5,202
|
|
|
Discounted cash flow
(4)
|
|
Discount rate
|
|
11% – 23%
|
|
15%
|
|
Other:
|
|
27,047
|
|
|
Recent market information
(5)
|
|
Quoted prices
|
|
Not applicable
|
|
Not applicable
|
|
|
|
16,644
|
|
|
Discounted cash flow
(4)
|
|
Discount rate
|
|
8% – 15%
|
|
13%
|
|
Equity investments:
|
|
2,022
|
|
|
Discounted cash flow
(4)
|
|
Discount rate
|
|
10% – 15%
|
|
12%
|
|
|
|
3,818
|
|
|
Market approach
(comparable companies) (6) |
|
Earnings multiple
(7)
|
|
4x – 11x
|
|
6x
|
|
|
|
3,066
|
|
|
Recent market information
(5)
|
|
Quoted prices
|
|
Not applicable
|
|
Not applicable
|
|
Total Level III
investments |
|
$
|
325,052
|
|
|
|
|
|
|
|
|
|
Investment Type
|
|
Fair Value
|
|
Valuation Technique
|
|
Significant Unobservable
Inputs (1)(2) |
|
Range
|
|
Weighted Average
(3)
|
||
|
|
|
|
|
|
|
|
|
|
|
||
Credit-oriented investments:
|
|
|
|
|
|
|
|
|
|
|
||
Communication services:
|
|
$
|
20,746
|
|
|
Recent market information
(5)
|
|
Quoted prices
|
|
Not applicable
|
|
Not applicable
|
|
|
2,416
|
|
|
Discounted cash flow
(4)
|
|
Discount rate
|
|
12% – 14%
|
|
13%
|
|
Financials:
|
|
108,277
|
|
|
Recent market information
(5)
|
|
Quoted prices
|
|
Not applicable
|
|
Not applicable
|
|
|
|
3,608
|
|
|
Discounted cash flow
(4)
|
|
Discount rate
|
|
9% – 15%
|
|
14%
|
|
Health care:
|
|
37,724
|
|
|
Recent market information
(5)
|
|
Quoted prices
|
|
Not applicable
|
|
Not applicable
|
|
|
|
2,550
|
|
|
Discounted cash flow
(4)
|
|
Discount rate
|
|
10% – 16%
|
|
14%
|
|
Real estate:
|
|
79,562
|
|
|
Recent market information
(5)
|
|
Quoted prices
|
|
Not applicable
|
|
Not applicable
|
|
|
|
4,570
|
|
|
Discounted cash flow
(4)
|
|
Discount rate
|
|
12% – 23%
|
|
14%
|
|
Other:
|
|
38,959
|
|
|
Recent market information
(5)
|
|
Quoted prices
|
|
Not applicable
|
|
Not applicable
|
|
|
|
17,943
|
|
|
Discounted cash flow
(4)
|
|
Discount rate
|
|
8% – 15%
|
|
13%
|
|
|
|
5,078
|
|
|
Recent transaction price
(8)
|
|
Not applicable
|
|
Not applicable
|
|
Not applicable
|
|
Equity investments:
|
|
|
|
|
|
|
|
|
|
|
||
|
|
2,099
|
|
|
Discounted cash flow
(4)
|
|
Discount rate
|
|
10% – 30%
|
|
12%
|
|
|
|
2,390
|
|
|
Market approach
(comparable companies) (6) |
|
Earnings multiple
(7)
|
|
4x – 10x
|
|
7x
|
|
Total Level III
investments |
|
$
|
325,922
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1)
|
The discount rate is the significant unobservable input used in the fair-value measurement of performing credit-oriented investments in which the consolidated funds do not have a controlling interest in the underlying issuer, as well as certain equity investments and real estate loan portfolios. An increase (decrease) in the discount rate would result in a lower (higher) fair-value measurement.
|
(2)
|
Multiple of either earnings or underlying assets is the significant unobservable input used in the market approach for the fair-value measurement of distressed credit-oriented investments, credit-oriented investments in which the consolidated funds have a controlling interest in the underlying issuer, equity investments and certain real estate-oriented investments. An increase (decrease) in the multiple would result in a higher (lower) fair-value measurement.
|
(3)
|
The weighted average is based on the fair value of the investments included in the range.
|
(4)
|
A discounted cash-flow method is generally used to value performing credit-oriented investments in which the consolidated funds do not have a controlling interest in the underlying issuer, as well as certain equity investments, real estate-oriented investments and real estate loan portfolios.
|
(5)
|
Certain investments are valued using vendor prices or broker quotes for the subject or similar securities. Generally, investments valued in this manner are classified as Level III because the quoted prices may be indicative in nature for securities that are in an inactive market, may be for similar securities, or may require adjustment for investment-specific factors or restrictions.
|
(6)
|
A market approach is generally used to value distressed investments and investments in which the consolidated funds have a controlling interest in the underlying issuer.
|
(7)
|
Earnings multiples are based on comparable public companies and transactions with comparable companies. The Company typically utilizes multiples of EBITDA; however, in certain cases the Company may use other earnings multiples believed to be most relevant to the investment. The Company typically applies the multiple to trailing twelve-months’ EBITDA. However, in certain cases other earnings measures, such as pro forma EBITDA, may be utilized if deemed to be more relevant.
|
(8)
|
Certain investments are valued based on recent transactions, generally defined as investments purchased or sold within six months of the valuation date. The fair value may also be based on a pending transaction expected to close after the valuation date.
|
|
Assets
|
|
Liabilities
|
||||||||||||
|
Notional
|
|
Fair Value
|
|
Notional
|
|
Fair Value
|
||||||||
As of March 31, 2019
|
|
|
|
|
|
|
|
||||||||
Foreign-currency forward contracts
|
$
|
66,215
|
|
|
$
|
2,065
|
|
|
$
|
(91,264
|
)
|
|
$
|
(1,600
|
)
|
Cross-currency swap
|
238,803
|
|
|
4,464
|
|
|
—
|
|
|
—
|
|
||||
Total
|
$
|
305,018
|
|
|
$
|
6,529
|
|
|
$
|
(91,264
|
)
|
|
$
|
(1,600
|
)
|
|
|
|
|
|
|
|
|
||||||||
As of December 31, 2018
|
|
|
|
|
|
|
|
||||||||
Foreign-currency forward contracts
|
$
|
58,254
|
|
|
$
|
1,654
|
|
|
$
|
(77,156
|
)
|
|
$
|
(2,318
|
)
|
Cross-currency swap
|
242,450
|
|
|
2,384
|
|
|
—
|
|
|
—
|
|
||||
Total
|
$
|
300,704
|
|
|
$
|
4,038
|
|
|
$
|
(77,156
|
)
|
|
$
|
(2,318
|
)
|
|
Three Months Ended March 31,
|
||||||
|
2019
|
|
2018
|
||||
|
|
|
|
||||
Investment income
|
$
|
1,729
|
|
|
$
|
(12,373
|
)
|
General and administrative expense
(1)
|
2,104
|
|
|
(3,072
|
)
|
||
Total
|
$
|
3,833
|
|
|
$
|
(15,445
|
)
|
|
|
|
|
|
(1)
|
To the extent that the Company’s freestanding derivatives are utilized to hedge its foreign-currency exposure to investment income and management fees earned from consolidated funds, the related hedged items are eliminated in consolidation, with the derivative impact (a positive number reflects a reduction in expenses) reflected in consolidated general and administrative expense.
|
|
Three Months Ended March 31,
|
||||||||||||||
|
2019
|
|
2018
|
||||||||||||
|
Net Realized Gain (Loss) on Investments
|
|
Net Change in Unrealized Appreciation (Depreciation) on Investments
|
|
Net Realized Gain (Loss) on Investments
|
|
Net Change in Unrealized Appreciation (Depreciation) on Investments
|
||||||||
|
|
|
|
|
|
|
|
||||||||
Foreign-currency forward contracts
|
$
|
2,126
|
|
|
$
|
(470
|
)
|
|
$
|
1,439
|
|
|
$
|
(711
|
)
|
Total-return and interest-rate swaps
|
—
|
|
|
—
|
|
|
20
|
|
|
(86
|
)
|
||||
Options and futures
|
—
|
|
|
—
|
|
|
1,818
|
|
|
(1,073
|
)
|
||||
Total
|
$
|
2,126
|
|
|
$
|
(470
|
)
|
|
$
|
3,277
|
|
|
$
|
(1,870
|
)
|
|
Gross and Net Amounts of Assets (Liabilities) Presented
|
|
Gross Amounts Not Offset in Statements of Financial Condition
|
|
Net Amount
|
||||||||||
As of March 31, 2019
|
|
Derivative Assets (Liabilities)
|
|
Cash Collateral Received (Pledged)
|
|
||||||||||
Derivative Assets:
|
|
|
|
|
|
|
|
||||||||
Foreign-currency forward contracts
|
$
|
2,065
|
|
|
$
|
1,323
|
|
|
$
|
—
|
|
|
$
|
742
|
|
Cross-currency swap
|
4,464
|
|
|
—
|
|
|
—
|
|
|
4,464
|
|
||||
Subtotal
|
6,529
|
|
|
1,323
|
|
|
—
|
|
|
5,206
|
|
||||
Derivative assets of consolidated funds:
|
|
|
|
|
|
|
|
||||||||
Foreign-currency forward contracts
|
3,343
|
|
|
1,563
|
|
|
—
|
|
|
1,780
|
|
||||
Total
|
$
|
9,872
|
|
|
$
|
2,886
|
|
|
$
|
—
|
|
|
$
|
6,986
|
|
|
|
|
|
|
|
|
|
||||||||
Derivative Liabilities:
|
|
|
|
|
|
|
|
||||||||
Foreign-currency forward contracts
|
$
|
(1,600
|
)
|
|
$
|
(1,323
|
)
|
|
$
|
—
|
|
|
$
|
(277
|
)
|
Derivative liabilities of consolidated funds:
|
|
|
|
|
|
|
|
||||||||
Foreign-currency forward contracts
|
(2,181
|
)
|
|
(1,563
|
)
|
|
(740
|
)
|
|
122
|
|
||||
Subtotal
|
(2,181
|
)
|
|
(1,563
|
)
|
|
(740
|
)
|
|
122
|
|
||||
Total
|
$
|
(3,781
|
)
|
|
$
|
(2,886
|
)
|
|
$
|
(740
|
)
|
|
$
|
(155
|
)
|
|
Gross and Net Amounts of Assets (Liabilities) Presented
|
|
Gross Amounts Not Offset in Statements of Financial Condition
|
|
Net Amount
|
||||||||||
As of December 31, 2018
|
|
Derivative Assets (Liabilities)
|
|
Cash Collateral Received (Pledged)
|
|
||||||||||
Derivative Assets:
|
|
|
|
|
|
|
|
||||||||
Foreign-currency forward contracts
|
$
|
1,654
|
|
|
$
|
1,497
|
|
|
$
|
—
|
|
|
$
|
157
|
|
Cross-currency swap
|
2,384
|
|
|
—
|
|
|
—
|
|
|
2,384
|
|
||||
Subtotal
|
4,038
|
|
|
1,497
|
|
|
—
|
|
|
2,541
|
|
||||
Derivative assets of consolidated funds:
|
|
|
|
|
|
|
|
||||||||
Foreign-currency forward contracts
|
2,275
|
|
|
—
|
|
|
—
|
|
|
2,275
|
|
||||
Options and futures
|
189
|
|
|
—
|
|
|
—
|
|
|
189
|
|
||||
Subtotal
|
2,464
|
|
|
—
|
|
|
—
|
|
|
2,464
|
|
||||
Total
|
$
|
6,502
|
|
|
$
|
1,497
|
|
|
$
|
—
|
|
|
$
|
5,005
|
|
|
|
|
|
|
|
|
|
||||||||
Derivative Liabilities:
|
|
|
|
|
|
|
|
||||||||
Foreign-currency forward contracts
|
$
|
(2,318
|
)
|
|
$
|
(1,497
|
)
|
|
$
|
—
|
|
|
$
|
(821
|
)
|
Derivative liabilities of consolidated funds:
|
|
|
|
|
|
|
|
||||||||
Foreign-currency forward contracts
|
(643
|
)
|
|
—
|
|
|
—
|
|
|
(643
|
)
|
||||
Total
|
$
|
(2,961
|
)
|
|
$
|
(1,497
|
)
|
|
$
|
—
|
|
|
$
|
(1,464
|
)
|
|
As of
|
||||||
|
March 31, 2019
|
|
December 31, 2018
|
||||
|
|
|
|
||||
Furniture, equipment and capitalized software
|
$
|
27,287
|
|
|
$
|
26,345
|
|
Leasehold improvements
|
72,851
|
|
|
70,270
|
|
||
Corporate aircraft
|
66,120
|
|
|
66,120
|
|
||
Other
|
5,031
|
|
|
4,859
|
|
||
Fixed assets
|
171,289
|
|
|
167,594
|
|
||
Accumulated depreciation
|
(64,523
|
)
|
|
(61,879
|
)
|
||
Fixed assets, net
|
$
|
106,766
|
|
|
$
|
105,715
|
|
|
As of
|
||||||
|
March 31, 2019
|
|
December 31, 2018
|
||||
|
|
|
|
||||
Contractual rights
|
$
|
347,452
|
|
|
$
|
347,452
|
|
Accumulated amortization
|
(37,365
|
)
|
|
(33,173
|
)
|
||
Intangible assets, net
|
$
|
310,087
|
|
|
$
|
314,279
|
|
Remainder of 2019
|
$
|
12,588
|
|
2020
|
16,780
|
|
|
2021
|
15,112
|
|
|
2022
|
12,777
|
|
|
2023
|
12,777
|
|
|
Thereafter
|
240,053
|
|
|
Total
|
$
|
310,087
|
|
|
As of
|
||||||
|
March 31, 2019
|
|
December 31, 2018
|
||||
|
|
|
|
||||
$250,000, 3.78%, issued in December 2017, payable on December 18, 2032
|
$
|
250,000
|
|
|
$
|
250,000
|
|
$250,000, variable-rate term loan, issued in March 2014, payable on March 29, 2023
(1)
|
150,000
|
|
|
150,000
|
|
||
$50,000, 3.91%, issued in September 2014, payable on September 3, 2024
|
50,000
|
|
|
50,000
|
|
||
$100,000, 4.01%, issued in September 2014, payable on September 3, 2026
|
100,000
|
|
|
100,000
|
|
||
$100,000, 4.21%, issued in September 2014, payable on September 3, 2029
|
100,000
|
|
|
100,000
|
|
||
$100,000, 3.69%, issued in July 2016, payable on July 12, 2031
|
100,000
|
|
|
100,000
|
|
||
Total remaining principal
|
750,000
|
|
|
750,000
|
|
||
Less: Debt issuance costs
|
(3,922
|
)
|
|
(4,055
|
)
|
||
Debt obligations
|
$
|
746,078
|
|
|
$
|
745,945
|
|
|
|
|
|
|
(1)
|
The credit facility consists of a
$150 million
term loan and a
$500 million
revolving credit facility. Borrowings generally bear interest at a spread to either LIBOR or an alternative base rate. Based on the current credit ratings of Oaktree Capital Management, L.P., the interest rate on borrowings is LIBOR plus
1.00%
per annum and the commitment fee on the unused portions of the revolving credit facility is
0.10%
per annum. The credit agreement contains customary financial covenants and restrictions, including ones regarding a maximum leverage ratio and a minimum required level of assets under management (as defined in the credit agreement, as amended above). As of March 31, 2019, the Company had
no
outstanding borrowings under the revolving credit facility.
|
Remainder of 2019
|
$
|
—
|
|
2020
|
—
|
|
|
2021
|
—
|
|
|
2022
|
—
|
|
|
2023
|
150,000
|
|
|
Thereafter
|
600,000
|
|
|
Total
|
$
|
750,000
|
|
|
Outstanding Amount as of
|
|
Facility Capacity
|
|
Weighted Average Interest Rate
|
|
Weighted Average Remaining Maturity (years)
|
|
Commitment Fee Rate
|
|
L/C Fee
|
||||||||
Credit Agreement
|
March 31, 2019
|
|
December 31, 2018
|
||||||||||||||||
Senior variable rate notes
|
$
|
870,098
|
|
|
$
|
870,098
|
|
|
$
|
870,100
|
|
|
3.77%
|
|
9.5
|
|
N/A
|
|
N/A
|
Less: Debt issuance costs
|
(5,037
|
)
|
|
(5,569
|
)
|
|
|
|
|
|
|
|
|
|
|
||||
Total debt obligations, net
|
$
|
865,061
|
|
|
$
|
864,529
|
|
|
|
|
|
|
|
|
|
|
|
|
As of March 31, 2019
|
|
As of December 31, 2018
|
||||||||||||
|
Fair Value
(1)
|
|
Weighted Average Interest Rate
|
|
Weighted Average Remaining Maturity (years)
|
|
Fair Value
(1)
|
|
Weighted Average Interest Rate
|
|
Weighted Average Remaining Maturity (years)
|
||||
Senior secured notes
|
$
|
3,998,371
|
|
|
2.80%
|
|
9.5
|
|
$
|
3,976,602
|
|
|
2.69%
|
|
9.9
|
Subordinated notes
(2)
|
161,058
|
|
|
N/A
|
|
8.8
|
|
151,392
|
|
|
N/A
|
|
9.7
|
||
Total CLO debt obligations
|
$
|
4,159,429
|
|
|
|
|
|
|
$
|
4,127,994
|
|
|
|
|
|
|
|
|
|
|
(1)
|
The fair value of CLO liabilities was measured as the fair value of CLO assets less the sum of (a) the fair value of any beneficial interests held by the Company and (b) the carrying value of any beneficial interests that represent compensation for services. Please see notes 2 and 6 for more information.
|
(2)
|
The subordinated notes do not have a contractual interest rate; instead, they receive distributions from the excess cash flows generated by the CLO.
|
Remainder of 2019
|
$
|
299,164
|
|
2020
|
—
|
|
|
2021
|
—
|
|
|
2022
|
—
|
|
|
2023
|
—
|
|
|
Thereafter
|
3,889,093
|
|
|
Total
|
$
|
4,188,257
|
|
|
Three Months Ended
March 31, 2019
|
||
|
|
||
Operating lease cost
|
$
|
4,814
|
|
Sublease income
|
—
|
|
|
Total lease cost
|
$
|
4,814
|
|
|
Three Months Ended
March 31, 2019
|
||
Cash paid for amounts included in the measurement of lease liabilities:
|
|
||
Operating cash flows used for operating leases
|
$
|
4,751
|
|
Weighted average remaining lease term for operating leases (in years)
|
9.9
|
|
|
Weighted average discount rate for operating leases
|
4.4
|
%
|
|
|
||
Remainder of 2019
|
$
|
14,780
|
|
2020
|
18,929
|
|
|
2021
|
17,911
|
|
|
2022
|
17,350
|
|
|
2023
|
16,785
|
|
|
Thereafter
|
86,424
|
|
|
Total lease payments
|
172,179
|
|
|
Less: imputed interest
|
(32,969
|
)
|
|
Total operating lease liabilities
|
$
|
139,210
|
|
|
Three Months Ended March 31,
|
||||||
|
2019
|
|
2018
|
||||
|
|
|
|
||||
Beginning balance
|
$
|
961,622
|
|
|
$
|
860,548
|
|
Contributions
|
80,653
|
|
|
59,745
|
|
||
Distributions
|
(62,641
|
)
|
|
(73,523
|
)
|
||
Net income
|
64,202
|
|
|
10,553
|
|
||
Change in distributions payable
|
2,759
|
|
|
729
|
|
||
Foreign currency translation and other
|
(5,611
|
)
|
|
3,812
|
|
||
Ending balance
|
$
|
1,040,984
|
|
|
$
|
861,864
|
|
|
Three Months Ended March 31,
|
||||||
|
2019
|
|
2018
|
||||
Weighted average Oaktree Operating Group units outstanding (in thousands):
|
|
|
|
||||
OCGH non-controlling interest
|
85,474
|
|
|
88,270
|
|
||
Class A unitholders
|
71,632
|
|
|
67,918
|
|
||
Total weighted average units outstanding
|
157,106
|
|
|
156,188
|
|
||
Oaktree Operating Group net income:
|
|
|
|
|
|||
Net income attributable to preferred unitholders
(1)
|
$
|
6,829
|
|
|
$
|
—
|
|
Net income attributable to OCGH non-controlling interest
|
65,472
|
|
|
73,255
|
|
||
Net income attributable to OCG Class A unitholders
|
54,866
|
|
|
56,362
|
|
||
Oaktree Operating Group net income
(2)
|
$
|
127,167
|
|
|
$
|
129,617
|
|
Net income attributable to OCG Class A unitholders:
|
|
|
|
|
|||
Oaktree Operating Group net income attributable to OCG Class A unitholders
|
$
|
54,866
|
|
|
$
|
56,362
|
|
Non-Operating Group income (expense)
|
(3,644
|
)
|
|
20
|
|
||
Income tax expense of Intermediate Holding Companies
|
(3,968
|
)
|
|
(3,650
|
)
|
||
Net income attributable to OCG Class A unitholders
|
$
|
47,254
|
|
|
$
|
52,732
|
|
|
|
|
|
|
(1)
|
Represents distributions declared, if any, on the preferred units.
|
(2)
|
Oaktree Operating Group net income does not include amounts attributable to other non-controlling interests, which amounted to
$642
and
$692
for the three months ended March 31, 2019 and 2018, respectively.
|
|
Three Months Ended March 31,
|
||||||
|
2019
|
|
2018
|
||||
|
|
|
|
||||
Net income attributable to OCG Class A unitholders
|
$
|
47,254
|
|
|
$
|
52,732
|
|
Equity reallocation between controlling and non-controlling interests
|
6,125
|
|
|
73,830
|
|
||
Change from net income attributable to OCG Class A unitholders and transfers from non-controlling interests
|
$
|
53,379
|
|
|
$
|
126,562
|
|
|
Three Months Ended March 31,
|
||||||
|
2019
|
|
2018
|
||||
Net income per Class A unit (basic and diluted):
|
(in thousands, except per unit amounts)
|
||||||
|
|
|
|||||
Net income attributable to OCG Class A unitholders
|
$
|
47,254
|
|
|
$
|
52,732
|
|
Weighted average number of Class A units outstanding (basic and diluted)
|
71,632
|
|
|
67,918
|
|
||
Basic and diluted net income per Class A unit
|
$
|
0.66
|
|
|
$
|
0.78
|
|
|
Class A Units
|
|
OCGH Units
(1)
|
||||||||||
|
Number of Units
|
|
Weighted Average Grant Date Fair Value
|
|
Number of Units
|
|
Weighted Average Grant Date Fair Value
|
||||||
|
|
|
|
|
|
|
|
||||||
Balance as of December 31, 2018
|
2,700,585
|
|
|
$
|
42.76
|
|
|
1,864,049
|
|
|
$
|
39.83
|
|
Granted
|
1,452,503
|
|
|
49.52
|
|
|
1,020,225
|
|
|
40.85
|
|
||
Vested
|
(896,481
|
)
|
|
42.85
|
|
|
(366,338
|
)
|
|
35.30
|
|
||
Forfeited
|
(19,511
|
)
|
|
43.02
|
|
|
—
|
|
|
—
|
|
||
Balance as of March 31, 2019
|
3,237,096
|
|
|
$
|
45.77
|
|
|
2,517,936
|
|
|
$
|
40.90
|
|
|
|
|
|
|
(1)
|
Excludes certain performance-based awards that could result in the issuance of up to
340,000
OCGH units, which would vest over periods of
four
to
ten
years from date of issuance. Though no units have been issued to date under these arrangements, as of March 31, 2019 the Company expected to recognize compensation expense on
320,000
unvested OCGH performance awards of
$7.8 million
over a weighted average period of
4.2
years.
|
Transaction
|
Total Future Payments
|
|
Payments Through Fiscal Year
|
||
|
|
||||
2007 private offering
|
$
|
13,396
|
|
|
2029
|
Initial public offering
|
32,411
|
|
|
2034
|
|
May 2013 offering
|
45,649
|
|
|
2035
|
|
March 2014 offering
|
34,640
|
|
|
2036
|
|
March 2015 offering
|
29,446
|
|
|
2037
|
|
February 2018 offering
|
32,330
|
|
|
2040
|
|
Total
|
$
|
187,872
|
|
|
|
|
As of
|
||||||
|
March 31, 2019
|
|
December 31, 2018
|
||||
Due from affiliates:
|
|
|
|
||||
Loans
|
$
|
2,256
|
|
|
$
|
3,857
|
|
Amounts due from unconsolidated funds
|
64,036
|
|
|
72,588
|
|
||
Management fees and incentive income due from unconsolidated funds
|
292,265
|
|
|
362,971
|
|
||
Payments made on behalf of unconsolidated entities
|
3,171
|
|
|
3,469
|
|
||
Non-interest bearing advances made to certain non-controlling interest holders and employees
|
—
|
|
|
27
|
|
||
Total due from affiliates
|
$
|
361,728
|
|
|
$
|
442,912
|
|
Due to affiliates:
|
|
|
|
|
|||
Due to OCGH unitholders in connection with the tax receivable agreement (please see note 16)
|
$
|
187,872
|
|
|
$
|
187,872
|
|
Amounts due to senior executives, certain non-controlling interest holders and employees
|
1,762
|
|
|
495
|
|
||
Total due to affiliates
|
$
|
189,634
|
|
|
$
|
188,367
|
|
Equity-based Compensation Expense
|
|
Remainder of 2019
|
|
2020
|
|
2021
|
|
2022
|
|
2023
|
|
Thereafter
|
|
Total
|
||||||||||||||
|
|
(in millions)
|
||||||||||||||||||||||||||
Estimated expense from equity grants awarded through March 2019
|
|
$
|
68.5
|
|
|
$
|
62.9
|
|
|
$
|
46.1
|
|
|
$
|
29.0
|
|
|
$
|
26.9
|
|
|
$
|
37.5
|
|
|
$
|
270.9
|
|
•
|
Net Income Attributable to Non-controlling Interests in Consolidated Funds.
This category represents the economic interests of the unaffiliated investors in the consolidated funds, as well as the equity interests held by third-party investors in CLOs that had not yet priced as of the respective period end. Those interests are primarily driven by the investment performance of the consolidated funds. In comparison to net income, this measure excludes our operating results and other items solely attributable to the Company; and
|
•
|
Net Income Attributable to Non-controlling Interests in Consolidated Subsidiaries.
This category primarily represents the economic interest in the Oaktree Operating Group owned by OCGH (“OCGH non-controlling interest”), as well as the economic interest in certain consolidated subsidiaries held by third parties. The OCGH non-controlling interest is determined at the Oaktree Operating Group level based on the weighted average proportionate share of Oaktree Operating Group units held by the OCGH unitholders. Inasmuch as the number of outstanding Oaktree Operating Group units corresponds with the total number of outstanding Class A and OCGH units, changes in the economic interest held by the OCGH unitholders are driven by our additional issuances of Class A and OCGH units, as well as repurchases and forfeitures of, and exchanges between, Class A and OCGH units. Certain of our expenses, such as income tax and related administrative expenses of Oaktree Capital Group, LLC and its Intermediate Holding Companies, are solely attributable to the Class A unitholders. Please see note 13 to our condensed consolidated financial statements included elsewhere in this quarterly report for additional information on the economic interest in the Oaktree Operating Group owned by OCGH.
|
•
|
Management Fee-generating Assets Under Management.
Management fee-generating AUM is a forward-looking metric and generally reflects the beginning AUM on which we will earn management fees in the following quarter, as well as our pro-rata portion of the fee basis of DoubleLine’s AUM. Our closed-end funds typically pay management fees based on committed capital, drawn capital or cost basis during the investment period, without regard to changes in NAV, and during the liquidation period on the lesser of (a) total funded capital or (b) the cost basis of assets remaining in the fund. Certain closed-end funds pay management fees based on gross assets or NAV. The annual management fee rate generally remains unchanged from the investment period through the liquidation period. Our open-end and evergreen funds typically pay management fees based on their NAV, our CLOs pay management fees based on the aggregate par value of collateral assets and principal cash, as defined in the applicable CLO indentures, our publicly-traded BDCs pay management fees based on gross assets (including assets acquired with leverage), net of cash, and DoubleLine funds typically pay management fees based on NAV.
|
•
|
Incentive-creating Assets Under Management.
Incentive-creating AUM refers to the AUM that may eventually produce incentive income. It generally represents the NAV of our funds for which we are entitled to receive an incentive allocation, excluding CLOs and investments made by us and our employees and directors (which are not subject to an incentive allocation), gross assets (including assets acquired with leverage), net of cash, for our publicly-traded BDCs, and our pro-rata portion of DoubleLine’s incentive-creating AUM. All funds for which we are entitled to receive an incentive allocation are included in incentive-creating AUM, regardless of whether or not they are currently above their preferred return or high-water mark and therefore generating incentives. Incentive-creating AUM does not include undrawn capital commitments.
|
|
Three Months Ended March 31,
|
||||||
|
2019
|
|
2018
|
||||
|
(in thousands, except per unit data)
|
||||||
Revenues:
|
|
|
|
||||
Management fees
|
$
|
169,934
|
|
|
$
|
185,415
|
|
Incentive income
|
96,481
|
|
|
151,906
|
|
||
Total revenues
|
266,415
|
|
|
337,321
|
|
||
Expenses:
|
|
|
|
||||
Compensation and benefits
|
(114,523
|
)
|
|
(108,754
|
)
|
||
Equity-based compensation
|
(14,329
|
)
|
|
(14,621
|
)
|
||
Incentive income compensation
|
(52,300
|
)
|
|
(84,815
|
)
|
||
Total compensation and benefits expense
|
(181,152
|
)
|
|
(208,190
|
)
|
||
General and administrative
|
(47,603
|
)
|
|
(32,964
|
)
|
||
Depreciation and amortization
|
(6,564
|
)
|
|
(6,402
|
)
|
||
Consolidated fund expenses
|
(2,155
|
)
|
|
(3,480
|
)
|
||
Total expenses
|
(237,474
|
)
|
|
(251,036
|
)
|
||
Other income (loss):
|
|
|
|
||||
Interest expense
|
(45,765
|
)
|
|
(40,579
|
)
|
||
Interest and dividend income
|
92,252
|
|
|
62,619
|
|
||
Net realized gain (loss) on consolidated funds’ investments
|
(5,819
|
)
|
|
14,599
|
|
||
Net change in unrealized appreciation (depreciation) on consolidated funds’ investments
|
57,117
|
|
|
(14,386
|
)
|
||
Investment income
|
62,150
|
|
|
34,563
|
|
||
Other income, net
|
22
|
|
|
697
|
|
||
Total other income
|
159,957
|
|
|
57,513
|
|
||
Income before income taxes
|
188,898
|
|
|
143,798
|
|
||
Income taxes
|
(4,498
|
)
|
|
(6,397
|
)
|
||
Net income
|
184,400
|
|
|
137,401
|
|
||
Less:
|
|
|
|
||||
Net income attributable to non-controlling interests in consolidated funds
|
(64,202
|
)
|
|
(10,725
|
)
|
||
Net income attributable to non-controlling interests in consolidated subsidiaries
|
(66,115
|
)
|
|
(73,944
|
)
|
||
Net income attributable to OCG
|
54,083
|
|
|
52,732
|
|
||
Net income attributable to preferred unitholders
|
(6,829
|
)
|
|
—
|
|
||
Net income attributable to OCG Class A unitholders
|
$
|
47,254
|
|
|
$
|
52,732
|
|
|
|
|
|
||||
Distributions declared per Class A unit
|
$
|
0.75
|
|
|
$
|
0.76
|
|
Net income per Class A unit (basic and diluted):
|
|
|
|
||||
Net income per Class A unit
|
$
|
0.66
|
|
|
$
|
0.78
|
|
Weighted average number of Class A units outstanding
|
71,632
|
|
|
67,918
|
|
|
As of or for the Three Months
Ended March 31, |
||||||
|
2019
|
|
2018
|
||||
Non-GAAP Results:
(1)
|
(in thousands, except per unit data or as otherwise indicated)
|
||||||
|
|
|
|||||
Distributable earnings revenues
|
$
|
602,694
|
|
|
$
|
477,264
|
|
Distributable earnings
|
233,892
|
|
|
193,973
|
|
||
Distributable earnings per Class A unit
|
1.46
|
|
|
1.18
|
|
||
|
|
|
|
||||
Fee revenues
|
190,101
|
|
|
202,947
|
|
||
Fee-related earnings
|
39,597
|
|
|
58,487
|
|
||
Fee-related earnings per Class A unit
|
0.24
|
|
|
0.36
|
|
||
|
|
|
|
||||
Weighted Average Units:
|
|
|
|
||||
OCGH
|
85,474
|
|
|
88,270
|
|
||
Class A
|
71,632
|
|
|
67,918
|
|
||
Total units
|
157,106
|
|
|
156,188
|
|
||
|
|
|
|
||||
Operating Metrics:
|
|
|
|
||||
Assets under management (in millions):
|
|
|
|
||||
Assets under management
|
$
|
118,609
|
|
|
$
|
121,394
|
|
Management fee-generating assets under management
|
100,264
|
|
|
102,043
|
|
||
Incentive-creating assets under management
|
34,413
|
|
|
33,035
|
|
||
Uncalled capital commitments
|
18,310
|
|
|
19,556
|
|
||
Accrued incentives (fund level):
|
|
|
|
||||
Incentives created (fund level)
|
87,992
|
|
|
111,185
|
|
||
Incentives created (fund level), net of associated incentive income compensation expense
|
44,228
|
|
|
52,298
|
|
||
Accrued incentives (fund level)
|
1,424,904
|
|
|
1,795,967
|
|
||
Accrued incentives (fund level), net of associated incentive income compensation expense
|
678,517
|
|
|
868,035
|
|
|
|
|
|
|
(1)
|
Beginning with the first quarter of 2019, the Company has determined that distributable earnings is the primary financial measure used by management to make operating decisions and assess the performance of our business. In connection with this determination, the definition of distributable earnings was modified to include the deduction for preferred unit distributions and exclude costs related to the Brookfield transaction. For comparability, prior periods have been recast for this change, as applicable.
|
|
As of
|
||||||||||
|
March 31, 2019
|
|
December 31, 2018
|
|
March 31, 2018
|
||||||
Assets Under Management:
|
(in millions)
|
||||||||||
Closed-end funds
|
$
|
55,083
|
|
|
$
|
57,106
|
|
|
$
|
55,682
|
|
Open-end funds
|
28,420
|
|
|
29,781
|
|
|
33,703
|
|
|||
Evergreen funds
|
9,140
|
|
|
8,558
|
|
|
8,227
|
|
|||
DoubleLine
(1)
|
25,966
|
|
|
24,115
|
|
|
23,782
|
|
|||
Total
|
$
|
118,609
|
|
|
$
|
119,560
|
|
|
$
|
121,394
|
|
|
Three Months Ended March 31,
|
||||||
|
2019
|
|
2018
|
||||
Change in Assets Under Management:
|
(in millions)
|
||||||
Beginning balance
|
$
|
119,560
|
|
|
$
|
123,930
|
|
Closed-end funds:
|
|
|
|
||||
Capital commitments/other
(2)
|
269
|
|
|
653
|
|
||
Distributions for a realization event/other
(3)
|
(1,788
|
)
|
|
(2,182
|
)
|
||
Change in uncalled capital commitments for funds entering or in liquidation
(4)
|
(799
|
)
|
|
(306
|
)
|
||
Foreign-currency translation
|
(147
|
)
|
|
219
|
|
||
Change in market value
(5)
|
623
|
|
|
431
|
|
||
Change in applicable leverage
|
(181
|
)
|
|
(4
|
)
|
||
Open-end funds:
|
|
|
|
||||
Contributions
|
1,042
|
|
|
891
|
|
||
Redemptions
|
(4,388
|
)
|
|
(2,635
|
)
|
||
Foreign-currency translation
|
(19
|
)
|
|
181
|
|
||
Change in market value
(5)
|
2,004
|
|
|
(175
|
)
|
||
Evergreen funds:
|
|
|
|
||||
Contributions or new capital commitments
(6)
|
260
|
|
|
363
|
|
||
Redemptions or distributions
(7)
|
(116
|
)
|
|
(161
|
)
|
||
Foreign-currency translation
|
—
|
|
|
(3
|
)
|
||
Change in market value
(5)
|
438
|
|
|
112
|
|
||
DoubleLine:
|
|
|
|
||||
Net change in DoubleLine
|
1,851
|
|
|
80
|
|
||
Ending balance
|
$
|
118,609
|
|
|
$
|
121,394
|
|
|
|
|
|
|
(1)
|
DoubleLine AUM reflects our pro-rata portion (based on our 20% ownership stake) of DoubleLine’s total AUM.
|
(2)
|
These amounts include capital commitments, as well as the aggregate par value of collateral assets and principal cash related to new CLO formations.
|
(3)
|
These amounts include distributions for a realization event, tax-related distributions, reductions in the par value of collateral assets and principal cash resulting from the repayment of debt as return of principal by CLOs, and recallable distributions at the end of the investment period.
|
(4)
|
The change in uncalled capital commitments generally reflects declines attributable to funds entering their liquidation periods, as well as capital contributions to funds in their liquidation periods for deferred purchase obligations or other reasons.
|
(5)
|
The change in market value reflects the change in NAV of our funds, less management fees and other fund expenses, as well as changes in the aggregate par value of collateral assets and principal cash held by CLOs and other levered funds.
|
(6)
|
These amounts include contributions and capital commitments, and for our publicly-traded BDCs, issuances of equity or debt capital.
|
(7)
|
These amounts include redemptions and distributions, and for our publicly-traded BDCs, dividends, repurchases of equity capital or repayment of debt.
|
|
As of
|
||||||||||
|
March 31, 2019
|
|
December 31, 2018
|
|
March 31, 2018
|
||||||
Management Fee-generating AUM:
|
(in millions)
|
||||||||||
Closed-end funds:
|
|
|
|
|
|
||||||
Senior Loans
|
$
|
8,179
|
|
|
$
|
8,383
|
|
|
$
|
8,104
|
|
Other closed-end funds
|
29,792
|
|
|
28,552
|
|
|
29,734
|
|
|||
Open-end funds
|
28,152
|
|
|
29,503
|
|
|
33,448
|
|
|||
Evergreen funds
|
8,175
|
|
|
7,555
|
|
|
6,975
|
|
|||
DoubleLine
|
25,966
|
|
|
24,115
|
|
|
23,782
|
|
|||
Total
|
$
|
100,264
|
|
|
$
|
98,108
|
|
|
$
|
102,043
|
|
|
Three Months Ended March 31,
|
||||||
Change in Management Fee-generating AUM:
|
2019
|
|
2018
|
||||
(in millions)
|
|||||||
Beginning balance
|
$
|
98,108
|
|
|
$
|
104,287
|
|
Closed-end funds:
|
|
|
|
||||
Capital commitments to funds that pay fees based on committed capital/other
(1)
|
1,268
|
|
|
—
|
|
||
Capital drawn by funds that pay fees based on drawn capital, NAV or cost basis
|
579
|
|
|
559
|
|
||
Change attributable to funds in liquidation
(2)
|
(501
|
)
|
|
(1,595
|
)
|
||
Change in uncalled capital commitments for funds entering or in liquidation that pay fees based on committed capital
(3)
|
—
|
|
|
—
|
|
||
Distributions by funds that pay fees based on NAV / other
(4)
.
|
(92
|
)
|
|
(193
|
)
|
||
Foreign-currency translation
|
(120
|
)
|
|
174
|
|
||
Change in market value
(5)
.
|
76
|
|
|
53
|
|
||
Change in applicable leverage
|
(174
|
)
|
|
(5
|
)
|
||
Open-end funds:
|
|
|
|
||||
Contributions
|
1,042
|
|
|
890
|
|
||
Redemptions
|
(4,362
|
)
|
|
(2,635
|
)
|
||
Foreign-currency translation
|
(19
|
)
|
|
181
|
|
||
Change in market value
|
1,988
|
|
|
(176
|
)
|
||
Evergreen funds:
|
|
|
|
||||
Contributions or capital drawn by funds that pay fees based on drawn capital or NAV
(6)
|
250
|
|
|
470
|
|
||
Redemptions or distributions
(7)
|
(98
|
)
|
|
(147
|
)
|
||
Change in market value
(5)
.
|
468
|
|
|
100
|
|
||
DoubleLine:
|
|
|
|
||||
Net change in DoubleLine
|
1,851
|
|
|
80
|
|
||
Ending balance
|
$
|
100,264
|
|
|
$
|
102,043
|
|
|
|
|
|
|
(1)
|
These amounts include capital commitments to funds that pay fees based on committed capital, as well as the aggregate par value of collateral assets and principal cash related to new CLO formations.
|
(2)
|
These amounts include the change for funds that pay fees based on the lesser of funded capital or cost basis during the liquidation period, as well as recallable distributions at the end of the investment period. For most closed-end funds, management fees are charged during the liquidation period on the lesser of (a) total funded capital or (b) the cost basis of assets remaining in the fund, with the cost basis of assets generally calculated by excluding cash balances. Thus,
|
(3)
|
The change in uncalled capital commitments reflects declines attributable to funds entering their liquidation periods, as well as capital contributions to funds in their liquidation periods for deferred purchase obligations or other reasons.
|
(4)
|
These amounts include distributions by funds that pay fees based on NAV, as well as reductions in the par value of collateral assets and principal cash resulting from the repayment of debt as return of principal by CLOs.
|
(5)
|
The change in market value reflects certain funds that pay management fees based on NAV and leverage, as applicable, as well as changes in the aggregate par value of collateral assets and principal cash held by CLOs and other levered funds.
|
(6)
|
These amounts include contributions and capital commitments, and for our publicly-traded BDCs, issuances of equity or debt capital.
|
(7)
|
These amounts include redemptions and distributions, and for our publicly-traded BDCs, dividends, repurchases of equity capital or repayment of debt.
|
|
As of
|
||||||||||
Reconciliation of AUM to Management Fee-generating AUM:
|
March 31, 2019
|
|
December 31, 2018
|
|
March 31, 2018
|
||||||
(in millions)
|
|||||||||||
Assets under management
|
$
|
118,609
|
|
|
$
|
119,560
|
|
|
$
|
121,394
|
|
Difference between assets under management and committed capital or the lesser of funded capital or cost basis for applicable closed-end funds
(1)
|
(1,826
|
)
|
|
(2,899
|
)
|
|
(2,195
|
)
|
|||
Undrawn capital commitments to closed-end funds that have not yet commenced their investment periods
|
(8,532
|
)
|
|
(9,772
|
)
|
|
(8,463
|
)
|
|||
Undrawn capital commitments to funds for which management fees are based on drawn capital, NAV or cost basis
|
(4,075
|
)
|
|
(4,459
|
)
|
|
(3,954
|
)
|
|||
Oaktree’s general partner investments in management fee-generating funds
|
(1,535
|
)
|
|
(1,642
|
)
|
|
(2,059
|
)
|
|||
Funds that pay no management fees
(2)
|
(2,377
|
)
|
|
(2,680
|
)
|
|
(2,680
|
)
|
|||
Management fee-generating assets under management
|
$
|
100,264
|
|
|
$
|
98,108
|
|
|
$
|
102,043
|
|
|
|
|
|
|
(1)
|
This difference is not applicable to closed-end funds that pay management fees based on NAV or leverage.
|
(2)
|
This includes funds that are no longer paying management fees, co-investments that pay no management fees, certain accounts that pay administrative fees intended to offset Oaktree’s costs related to the accounts and CLOs in the warehouse stage that pay no management fees.
|
|
As of
|
|||||||
Weighted Average Annual Management Fee Rates:
|
March 31, 2019
|
|
December 31, 2018
|
|
March 31, 2018
|
|||
Closed-end funds:
|
|
|
|
|
|
|||
Senior Loans
|
0.49
|
%
|
|
0.49
|
%
|
|
0.50
|
%
|
Other closed-end funds
|
1.43
|
|
|
1.43
|
|
|
1.47
|
|
Open-end funds
|
0.45
|
|
|
0.44
|
|
|
0.45
|
|
Evergreen funds
(1)
|
1.17
|
|
|
1.17
|
|
|
1.20
|
|
All Oaktree funds
(2)
|
0.93
|
|
|
0.90
|
|
|
0.91
|
|
|
|
|
|
|
(1)
|
Fee rates reflect the applicable asset-based management fee rates, exclusive of quarterly incentive fees on investment income that are included in management fees.
|
(2)
|
Excludes DoubleLine funds.
|
|
As of
|
||||||||||
|
March 31, 2019
|
|
December 31, 2018
|
|
March 31, 2018
|
||||||
Incentive-creating AUM:
|
(in millions)
|
||||||||||
Closed-end funds
|
$
|
27,174
|
|
|
$
|
27,809
|
|
|
$
|
26,732
|
|
Evergreen funds
|
6,633
|
|
|
6,215
|
|
|
5,688
|
|
|||
DoubleLine
|
606
|
|
|
605
|
|
|
615
|
|
|||
Total
|
$
|
34,413
|
|
|
$
|
34,629
|
|
|
$
|
33,035
|
|
|
As of or for the Three Months Ended March 31,
|
||||||
|
2019
|
|
2018
|
||||
Accrued Incentives (Fund Level):
|
(in thousands)
|
||||||
Beginning balance
|
$
|
1,722,120
|
|
|
$
|
1,920,339
|
|
Incentives created (fund level):
|
|
|
|
||||
Closed-end funds
|
59,559
|
|
|
97,306
|
|
||
Evergreen funds
|
26,382
|
|
|
13,879
|
|
||
DoubleLine
|
2,051
|
|
|
—
|
|
||
Total incentives created (fund level)
|
87,992
|
|
|
111,185
|
|
||
Less: incentive income recognized by us
|
(385,208
|
)
|
|
(235,557
|
)
|
||
Ending balance
|
$
|
1,424,904
|
|
|
$
|
1,795,967
|
|
Accrued incentives (fund level), net of associated incentive income compensation expense
|
$
|
678,517
|
|
|
$
|
868,035
|
|
|
Three Months Ended March 31,
|
||||||
|
2019
|
|
2018
|
||||
|
(in thousands)
|
||||||
Revenues:
|
|
|
|
||||
Management fees
|
$
|
190,101
|
|
|
$
|
202,947
|
|
Incentive income
|
385,208
|
|
|
235,557
|
|
||
Realized investment income proceeds
|
27,385
|
|
|
38,760
|
|
||
Total distributable earnings revenues
|
$
|
602,694
|
|
|
$
|
477,264
|
|
|
Three Months Ended March 31,
|
||||||
|
2019
|
|
2018
|
||||
|
(in thousands)
|
||||||
Expenses:
|
|
|
|
||||
Compensation and benefits
|
$
|
(113,195
|
)
|
|
$
|
(104,770
|
)
|
Incentive income compensation
|
(207,701
|
)
|
|
(130,442
|
)
|
||
General and administrative
|
(34,940
|
)
|
|
(37,437
|
)
|
||
Depreciation and amortization
|
(2,369
|
)
|
|
(2,253
|
)
|
||
Total adjusted expenses
|
$
|
(358,205
|
)
|
|
$
|
(274,902
|
)
|
|
Three Months Ended March 31,
|
||||||
|
2019
|
|
2018
|
||||
|
(in thousands)
|
||||||
|
|
|
|
||||
Interest expense, net of interest income
(1)
|
$
|
(909
|
)
|
|
$
|
(3,410
|
)
|
Preferred unit distributions
|
(6,829
|
)
|
|
—
|
|
||
Operating Group income taxes
|
(529
|
)
|
|
(2,746
|
)
|
||
Other income (expense), net
|
(2,330
|
)
|
|
(2,233
|
)
|
||
Distributable earnings
(2)
|
$
|
233,892
|
|
|
$
|
193,973
|
|
|
|
|
|
|
(1)
|
Interest income was $5.3 million and $2.4 million for the three months ended March 31, 2019 and 2018, respectively.
|
(2)
|
Reflects the sum of total distributable earnings revenues, adjusted expenses, net interest expense, preferred unit distributions, Operating Group income taxes and other income (expense).
|
|
Three Months Ended March 31,
|
||||||
|
2019
|
|
2018
|
||||
|
(in thousands)
|
||||||
Management fees:
|
|
|
|
||||
Closed-end funds
|
$
|
113,050
|
|
|
$
|
121,706
|
|
Open-end funds
|
32,752
|
|
|
38,112
|
|
||
Evergreen funds
|
29,239
|
|
|
24,916
|
|
||
DoubleLine
|
15,060
|
|
|
18,213
|
|
||
Total management fees
|
$
|
190,101
|
|
|
$
|
202,947
|
|
•
|
Closed-end funds
. Management fees attributable to closed-end funds decreased
$8.6
million, or
7.1%
, to
$113.1 million
for the first quarter of 2019, from
$121.7 million
for the first quarter of 2018. The decrease reflected an aggregate decline of $22.4 million primarily attributable to closed-end funds in liquidation, partially offset by an aggregate increase of $13.8 million principally from closed-end funds that pay management fees based on drawn capital, NAV or cost basis.
|
•
|
Open-end funds
. Management fees attributable to open-end funds decreased
$5.3
million, or
13.9%
, to
$32.8 million
for the first quarter of 2019, from
$38.1 million
for the first quarter of 2018. The decrease was primarily attributable to net outflows.
|
•
|
Evergreen funds
. Management fees attributable to evergreen funds increased
$4.3
million, or
17.3%
, to
$29.2 million
for the first quarter of 2019, from
$24.9 million
for the first quarter of 2018, primarily reflecting market-value gains and contributions.
|
•
|
DoubleLine
. Management fees attributable to DoubleLine decreased
$3.1
million, or
17.0%
, to
$15.1 million
for the first quarter of 2019, from
$18.2 million
for the first quarter of 2018, primarily reflecting higher expenses.
|
|
Three Months Ended March 31,
|
||||||
|
2019
|
|
2018
|
||||
|
(in thousands)
|
||||||
Incentive Income:
|
|
|
|
||||
Closed-end funds
|
$
|
382,238
|
|
|
$
|
235,508
|
|
Evergreen funds
|
919
|
|
|
49
|
|
||
DoubleLine
|
2,051
|
|
|
—
|
|
||
Total
|
$
|
385,208
|
|
|
$
|
235,557
|
|
|
Three Months Ended March 31,
|
||||||
|
2019
|
|
2018
|
||||
|
(in thousands)
|
||||||
Oaktree funds:
|
|
|
|
||||
Credit
|
$
|
16,548
|
|
|
$
|
15,672
|
|
Private Equity
|
280
|
|
|
10,960
|
|
||
Real Assets
|
3,918
|
|
|
5,782
|
|
||
Listed Equities
|
4,282
|
|
|
5,551
|
|
||
Non-Oaktree
|
2,357
|
|
|
795
|
|
||
Total realized investment income proceeds
|
$
|
27,385
|
|
|
$
|
38,760
|
|
|
Three Months Ended March 31,
|
||||||
|
2019
|
|
2018
|
||||
|
(in thousands)
|
||||||
Net income attributable to OCG Class A unitholders
|
$
|
47,254
|
|
|
$
|
52,732
|
|
Incentive income
(1)
|
286,676
|
|
|
83,581
|
|
||
Incentive income compensation
(1)
|
(155,401
|
)
|
|
(45,627
|
)
|
||
Investment income
|
(67,899
|
)
|
|
(23,139
|
)
|
||
Realized investment income proceeds
(2)
|
27,385
|
|
|
38,760
|
|
||
Equity-based compensation
(3)
|
14,329
|
|
|
14,621
|
|
||
Foreign-currency hedging
(4)
|
(1,373
|
)
|
|
(2,122
|
)
|
||
Acquisition-related items
(5)
|
16,821
|
|
|
1,574
|
|
||
Other expense, net
(6)
|
(2,745
|
)
|
|
(2,745
|
)
|
||
Income taxes
|
3,969
|
|
|
3,651
|
|
||
Non-Operating Group (income) expenses
(7)
|
(52
|
)
|
|
(20
|
)
|
||
Non-controlling interests
(7)
|
64,928
|
|
|
72,707
|
|
||
Distributable earnings
(8)
|
233,892
|
|
|
193,973
|
|
||
Incentive income
|
(385,208
|
)
|
|
(235,557
|
)
|
||
Incentive income compensation
|
207,701
|
|
|
130,442
|
|
||
Realized investment income proceeds
|
(27,385
|
)
|
|
(38,760
|
)
|
||
Interest expense, net of interest income
|
909
|
|
|
3,410
|
|
||
Preferred unit distributions
|
6,829
|
|
|
—
|
|
||
Other expense, net
|
2,330
|
|
|
2,233
|
|
||
Operating Group income taxes
|
529
|
|
|
2,746
|
|
||
Fee-related earnings
(8)
|
$
|
39,597
|
|
|
$
|
58,487
|
|
|
|
|
|
|
(1)
|
This adjustment relates to unrealized incentive income which is excluded from distributable earnings revenues and incentive income compensation expense.
|
(2)
|
This adjustment reflects the portion of distributions received from funds characterized as realized investment income or loss. In general, the income or loss component of a distribution from a fund is calculated by multiplying the amount of the distribution by the ratio of our investment’s undistributed income or loss to our remaining investment balance. In addition, if the distribution is made during the investment period, it is generally not reflected in distributable earnings until after the investment period ends.
|
(3)
|
This adjustment adds back the effect of equity-based compensation expense, which is excluded from distributable earnings because it is a non-cash charge that does not affect our financial position.
|
(4)
|
This adjustment removes the effect of unrealized gains and losses related to foreign-currency hedging activities.
|
(5)
|
This adjustment adds back the effect of acquisition-related items associated with the amortization of intangibles, changes in the contingent consideration liability and costs related to the Brookfield transaction, which are excluded from distributable earnings.
|
(6)
|
For distributable earnings, the $22 million make-whole premium charge that was included in net income attributable to OCG Class A unitholders in the fourth quarter of 2017 in connection with the early repayment of our 2019 Notes is amortized through the original maturity date of December 2019.
|
(7)
|
Because distributable earnings is calculated at the Operating Group level, this adjustment adds back the effect of items applicable to OCG, its Intermediate Holding Companies or non-controlling interests.
|
(8)
|
Per Class A unit amounts are calculated to evaluate the portion of distributable earnings and fee-related earnings attributable to Class A unitholders. Reconciliations of distributable earnings to distributable earnings per Class A unit and fee-related earnings to fee-related earnings per Class A unit are presented below.
|
|
Three Months Ended March 31,
|
||||||
|
2019
|
|
2018
|
||||
|
(in thousands, except per unit data)
|
||||||
Distributable earnings
|
$
|
233,892
|
|
|
$
|
193,973
|
|
OCGH non-controlling interest
|
(127,249
|
)
|
|
(109,624
|
)
|
||
Non-Operating Group income (expense)
|
52
|
|
|
20
|
|
||
Distributable earnings-Class A income taxes
|
1,699
|
|
|
(333
|
)
|
||
Tax receivable agreement
|
(3,825
|
)
|
|
(3,858
|
)
|
||
Distributable earnings-Class A
|
$
|
104,569
|
|
|
$
|
80,178
|
|
Distributable earnings per Class A unit
|
$
|
1.46
|
|
|
$
|
1.18
|
|
Weighted average number of Class A units outstanding
|
71,632
|
|
|
67,918
|
|
|
Three Months Ended March 31,
|
||||||
|
2019
|
|
2018
|
||||
|
(in thousands, except per unit data)
|
||||||
Fee-related earnings
|
$
|
39,597
|
|
|
$
|
58,487
|
|
OCGH non-controlling interest
|
(21,543
|
)
|
|
(33,054
|
)
|
||
Non-Operating Group expense
|
(195
|
)
|
|
(207
|
)
|
||
Fee-related earnings-Class A income taxes
|
(999
|
)
|
|
(957
|
)
|
||
Fee-related earnings-Class A
|
$
|
16,860
|
|
|
$
|
24,269
|
|
Fee-related earnings per unit
|
$
|
0.24
|
|
|
$
|
0.36
|
|
Weighted average number of total units outstanding
|
71,632
|
|
|
67,918
|
|
|
Three Months Ended March 31,
|
||||||
|
2019
|
|
2018
|
||||
|
(in thousands)
|
||||||
GAAP revenues
|
$
|
266,415
|
|
|
$
|
337,321
|
|
Consolidated funds
(1)
|
5,107
|
|
|
(611
|
)
|
||
Management fees
(2)
|
15,060
|
|
|
18,213
|
|
||
Incentive income
(3)
|
288,727
|
|
|
83,581
|
|
||
Realized investment income proceeds
|
27,385
|
|
|
38,760
|
|
||
Distributable earnings revenues
|
602,694
|
|
|
477,264
|
|
||
Incentive income
|
(385,208
|
)
|
|
(235,557
|
)
|
||
Realized investment income proceeds
|
(27,385
|
)
|
|
(38,760
|
)
|
||
Fee revenues
|
$
|
190,101
|
|
|
$
|
202,947
|
|
|
|
|
|
|
(1)
|
This adjustment represents amounts attributable to the consolidated funds that were eliminated in consolidation, the reclassification of gains and losses related to foreign-currency hedging activities from general and administrative expense to revenues, the elimination of non-controlling interests from adjusted revenues, and certain compensation and administrative related expense reimbursements netted with expenses.
|
(2)
|
This adjustment reclassifies the portion of the earnings from the management fees attributable to our 20% ownership interest in DoubleLine, which is included in consolidated investment income in our GAAP statements of operations to revenues.
|
(3)
|
This adjustment relates to unrealized incentive income which is excluded from distributable earnings revenues and reclassifies the portion of the earnings from the performance fees attributable to our 20% ownership interest in DoubleLine, which is included in consolidated investment income in our GAAP statements of operations to revenues.
|
|
As of or for the Three Months Ended March 31, 2019
|
||||||||||
|
Consolidated
|
|
Adjustments
|
|
Distributable Earnings
|
||||||
|
(in thousands)
|
||||||||||
Management fees
(1)
|
$
|
169,934
|
|
|
$
|
20,167
|
|
|
$
|
190,101
|
|
Incentive income
(1)
|
96,481
|
|
|
288,727
|
|
|
385,208
|
|
|||
Realized investment income proceeds
(2)
|
—
|
|
|
27,385
|
|
|
27,385
|
|
|||
Total expenses
(3)
|
(237,474
|
)
|
|
(120,731
|
)
|
|
(358,205
|
)
|
|||
Interest expense, net
(4)
|
(45,765
|
)
|
|
44,856
|
|
|
(909
|
)
|
|||
Investment income
(2)
|
62,150
|
|
|
(62,150
|
)
|
|
—
|
|
|||
Other income (expense), net
(5)
|
22
|
|
|
(2,352
|
)
|
|
(2,330
|
)
|
|||
Other income of consolidated funds
(6)
|
143,550
|
|
|
(143,550
|
)
|
|
—
|
|
|||
Income taxes
|
(4,498
|
)
|
|
3,969
|
|
|
(529
|
)
|
|||
Net income attributable to non-controlling interests in consolidated funds
|
(64,202
|
)
|
|
64,202
|
|
|
—
|
|
|||
Net income attributable to non-controlling interests in consolidated subsidiaries
|
(66,115
|
)
|
|
66,115
|
|
|
—
|
|
|||
Net income attributable to preferred unitholders
|
(6,829
|
)
|
|
—
|
|
|
(6,829
|
)
|
|||
Net income attributable to OCG Class A unitholders / Distributable earnings
|
$
|
47,254
|
|
|
$
|
186,638
|
|
|
$
|
233,892
|
|
|
|
|
|
|
(1)
|
The adjustment (a) adds back amounts earned from the consolidated funds, (b) reclassifies DoubleLine investment income of
$15,060
to management fees and
$2,051
to incentive income, (c) for management fees, reclassifies $1,078 of net gains related to foreign-currency hedging activities from general and administrative expense and $2,469 of expense reimbursements grossed-up for GAAP reporting, but netted with expenses for distributable earnings, and (d) adds back the effect of
$286,676
related to unrealized incentive income.
|
(2)
|
Distributable earnings excludes investment income or loss and includes the portion of income or loss on distributions received from funds and companies.
|
(3)
|
The expense adjustment consists of (a) equity-based compensation expense of
$14,329
, (b) consolidated fund expenses of $3,700, (c) expenses incurred by the Intermediate Holding Companies of $195, (d) incentive income compensation expense related to unrealized incentive income of
$155,401
, (e) $3,891 of acquisition-related items, (f) $12,930 related to the Brookfield transaction, (g) $2,844 of net gains related to foreign-currency hedging activities, and (h) $2,469 of reimbursements grossed-up as revenues for GAAP reporting, but netted with expenses for distributable earnings.
|
(4)
|
The interest expense adjustment removes interest expense of the consolidated funds and reclassifies interest income from other income of consolidated funds.
|
(5)
|
The adjustment to other income (expense), net represents adjustments related to (a) the reclassification of $393 in net gains related to foreign-currency hedging activities from general and administrative expense and the amortization of make-whole premium expenses.
|
(6)
|
The adjustment to other income of consolidated funds removes interest, dividend and other investment income attributable to third-party investors in our consolidated funds, and reclassifies interest income to interest expense, net.
|
|
As of or for the Three Months Ended March 31, 2018
|
||||||||||
|
Consolidated
|
|
Adjustments
|
|
Distributable Earnings
|
||||||
|
(in thousands)
|
||||||||||
Management fees
(1)
|
$
|
185,415
|
|
|
$
|
17,532
|
|
|
$
|
202,947
|
|
Incentive income
(1)
|
151,906
|
|
|
83,651
|
|
|
235,557
|
|
|||
Realized investment income proceeds
(2)
|
—
|
|
|
38,760
|
|
|
38,760
|
|
|||
Total expenses
(3)
|
(251,036
|
)
|
|
(23,866
|
)
|
|
(274,902
|
)
|
|||
Interest expense, net
(4)
|
(40,579
|
)
|
|
37,169
|
|
|
(3,410
|
)
|
|||
Investment income
(2)
|
34,563
|
|
|
(34,563
|
)
|
|
—
|
|
|||
Other income (expense), net
(5)
|
697
|
|
|
(2,930
|
)
|
|
(2,233
|
)
|
|||
Other income of consolidated funds
(6)
|
62,832
|
|
|
(62,832
|
)
|
|
—
|
|
|||
Income taxes
|
(6,397
|
)
|
|
3,651
|
|
|
(2,746
|
)
|
|||
Net income attributable to non-controlling interests in consolidated funds
|
(10,725
|
)
|
|
10,725
|
|
|
—
|
|
|||
Net income attributable to non-controlling interests in consolidated subsidiaries
|
(73,944
|
)
|
|
73,944
|
|
|
—
|
|
|||
Net income attributable to OCG Class A unitholders / Distributable earnings
|
$
|
52,732
|
|
|
$
|
141,241
|
|
|
$
|
193,973
|
|
|
|
|
|
|
(1)
|
The adjustment (a) adds back amounts earned from the consolidated funds, (b) reclassifies DoubleLine investment income of
$18,213
to management fees, (c) for management fees, reclassifies $1,820 of net losses related to foreign-currency hedging activities from general and administrative expense and $4,205 of expense reimbursements grossed-up for GAAP reporting, but netted with expenses for distributable earnings, and (d) adds back the effect of $83,581 related to unrealized incentive income.
|
(2)
|
Distributable earnings excludes investment income or loss and includes the portion of income or loss on distributions received from funds and companies.
|
(3)
|
The expense adjustment consists of (a) equity-based compensation expense of $14,621, (b) consolidated fund expenses of $1,271, (c) expenses incurred by the Intermediate Holding Companies of $207, (d) incentive income compensation expense related to unrealized incentive income of $45,627
, (
e) acquisition-related items of $1,574, (f) $117 of net gains related to foreign-currency hedging activities and (g) $4,205 of reimbursements grossed-up as revenues for GAAP reporting, but netted with expenses for distributable earnings.
|
(4)
|
The interest expense adjustment removes interest expense of the consolidated funds and reclassifies interest income from other income of consolidated funds.
|
(5)
|
The adjustment to other income (expense), net represents adjustments related to the reclassification of $185 in net losses related to foreign-currency hedging activities from general and administrative expense and the amortization of make-whole premium expenses.
|
(6)
|
The adjustment to other income of consolidated funds removes interest, dividend and other investment income attributable to third-party investors in our consolidated funds, and reclassifies interest income to interest expense, net.
|
|
As of March 31, 2019
|
||||||||||||||
|
Oaktree and Operating Subsidiaries
|
|
Consolidated Funds
|
|
Eliminations
|
|
Consolidated
|
||||||||
|
(in thousands)
|
||||||||||||||
Assets:
|
|
|
|
|
|
|
|
||||||||
Cash and cash-equivalents
|
$
|
500,208
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
500,208
|
|
U.S. Treasury and other securities
|
457,703
|
|
|
—
|
|
|
—
|
|
|
457,703
|
|
||||
Corporate investments
|
1,732,421
|
|
|
—
|
|
|
(575,212
|
)
|
|
1,157,209
|
|
||||
Deferred tax assets
|
229,264
|
|
|
—
|
|
|
—
|
|
|
229,264
|
|
||||
Operating lease assets
|
109,281
|
|
|
—
|
|
|
—
|
|
|
109,281
|
|
||||
Receivables and other assets
|
899,483
|
|
|
—
|
|
|
(3,550
|
)
|
|
895,933
|
|
||||
Assets of consolidated funds
|
—
|
|
|
7,205,598
|
|
|
—
|
|
|
7,205,598
|
|
||||
Total assets
|
$
|
3,928,360
|
|
|
$
|
7,205,598
|
|
|
$
|
(578,762
|
)
|
|
$
|
10,555,196
|
|
Liabilities and Capital:
|
|
|
|
|
|
|
|
||||||||
Liabilities:
|
|
|
|
|
|
|
|
||||||||
Accounts payable and accrued expenses
|
$
|
368,650
|
|
|
$
|
—
|
|
|
$
|
663
|
|
|
$
|
369,313
|
|
Due to affiliates
|
189,634
|
|
|
—
|
|
|
—
|
|
|
189,634
|
|
||||
Debt obligations
|
746,078
|
|
|
—
|
|
|
—
|
|
|
746,078
|
|
||||
Operating lease liabilities
|
139,210
|
|
|
—
|
|
|
—
|
|
|
139,210
|
|
||||
Liabilities of consolidated funds
|
—
|
|
|
5,614,737
|
|
|
(29,548
|
)
|
|
5,585,189
|
|
||||
Total liabilities
|
1,443,572
|
|
|
5,614,737
|
|
|
(28,885
|
)
|
|
7,029,424
|
|
||||
Non-controlling redeemable interests in consolidated funds
|
—
|
|
|
—
|
|
|
1,040,984
|
|
|
1,040,984
|
|
||||
Capital:
|
|
|
|
|
|
|
|
||||||||
Capital attributable to OCG preferred unitholders
|
400,584
|
|
|
—
|
|
|
—
|
|
|
400,584
|
|
||||
Capital attributable to OCG Class A unitholders
|
994,745
|
|
|
251,678
|
|
|
(251,678
|
)
|
|
994,745
|
|
||||
Non-controlling interest in consolidated subsidiaries
|
1,089,459
|
|
|
298,199
|
|
|
(298,199
|
)
|
|
1,089,459
|
|
||||
Non-controlling interest in consolidated funds
|
—
|
|
|
1,040,984
|
|
|
(1,040,984
|
)
|
|
—
|
|
||||
Total capital
|
2,484,788
|
|
|
1,590,861
|
|
|
(1,590,861
|
)
|
|
2,484,788
|
|
||||
Total liabilities and capital
|
$
|
3,928,360
|
|
|
$
|
7,205,598
|
|
|
$
|
(578,762
|
)
|
|
$
|
10,555,196
|
|
|
As of
|
||||||||||
|
March 31, 2019
|
|
December 31, 2018
|
|
March 31, 2018
|
||||||
|
(in thousands)
|
||||||||||
Oaktree funds:
|
|
|
|
|
|
||||||
Credit
|
$
|
1,004,646
|
|
|
$
|
983,547
|
|
|
$
|
922,287
|
|
Private Equity
|
239,285
|
|
|
237,913
|
|
|
245,450
|
|
|||
Real Assets
|
307,128
|
|
|
357,382
|
|
|
148,215
|
|
|||
Listed Equities
|
83,524
|
|
|
94,736
|
|
|
126,777
|
|
|||
Non-Oaktree
|
80,446
|
|
|
86,907
|
|
|
75,451
|
|
|||
Total corporate investments – Non-GAAP
|
1,715,029
|
|
|
1,760,485
|
|
|
1,518,180
|
|
|||
Adjustments
(1)
|
17,392
|
|
|
10,745
|
|
|
29,945
|
|
|||
Total corporate investments – Oaktree and operating subsidiaries
|
1,732,421
|
|
|
1,771,230
|
|
|
1,548,125
|
|
|||
Eliminations
|
(575,212
|
)
|
|
(561,466
|
)
|
|
(545,924
|
)
|
|||
Total corporate investments – Consolidated
|
$
|
1,157,209
|
|
|
$
|
1,209,764
|
|
|
$
|
1,002,201
|
|
|
|
|
|
|
(1)
|
This adjusts CLO investments carried at amortized cost to fair value for GAAP reporting.
|
•
|
raising capital from third-party investors;
|
•
|
using the capital provided by us and third-party investors to fund investments and operating expenses;
|
•
|
financing certain investments with indebtedness;
|
•
|
generating cash flows through the realization of investments, as well as the collection of interest and dividend income; and
|
•
|
distributing net cash flows to fund investors and to us.
|
|
Three Months Ended March 31,
|
||||||
|
2019
|
|
2018
|
||||
|
(in thousands)
|
||||||
Funds
|
$
|
29,216
|
|
|
$
|
84,882
|
|
Eliminated in consolidation
|
(20,623
|
)
|
|
(8,733
|
)
|
||
Total investments
|
$
|
8,593
|
|
|
$
|
76,149
|
|
|
Three Months Ended March 31,
|
||||||
|
2019
|
|
2018
|
||||
|
(in thousands)
|
||||||
Funds
|
$
|
106,507
|
|
|
$
|
219,330
|
|
Eliminated in consolidation
|
(31,967
|
)
|
|
(10,324
|
)
|
||
Total proceeds
|
$
|
74,540
|
|
|
$
|
209,006
|
|
|
Remainder of 2019
|
|
2020-2021
|
|
2022-2023
|
|
Thereafter
|
|
Total
|
||||||||||
|
(in thousands)
|
||||||||||||||||||
Oaktree and Operating Subsidiaries:
|
|
|
|
|
|
|
|
|
|
||||||||||
Operating lease obligations
(1)
|
$
|
14,780
|
|
|
$
|
36,840
|
|
|
$
|
34,135
|
|
|
$
|
86,424
|
|
|
$
|
172,179
|
|
Debt obligations payable
(2)
|
—
|
|
|
—
|
|
|
150,000
|
|
|
600,000
|
|
|
750,000
|
|
|||||
Interest obligations on debt
(3)
|
21,413
|
|
|
53,188
|
|
|
46,630
|
|
|
148,703
|
|
|
269,934
|
|
|||||
Tax receivable agreement
|
14,363
|
|
|
31,070
|
|
|
32,342
|
|
|
110,097
|
|
|
187,872
|
|
|||||
Contingent consideration
(4)
|
8,738
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
8,738
|
|
|||||
Commitments to Oaktree and third-party funds
(5)
|
524,285
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
524,285
|
|
|||||
Subtotal
|
583,579
|
|
|
121,098
|
|
|
263,107
|
|
|
945,224
|
|
|
1,913,008
|
|
|||||
Consolidated Funds:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Debt obligations payable
(2)
|
—
|
|
|
—
|
|
|
—
|
|
|
870,098
|
|
|
870,098
|
|
|||||
Interest obligations on debt
(3)
|
24,629
|
|
|
65,677
|
|
|
65,677
|
|
|
153,824
|
|
|
309,807
|
|
|||||
Debt obligations of CLOs
(2)
|
299,164
|
|
|
—
|
|
|
—
|
|
|
3,889,093
|
|
|
4,188,257
|
|
|||||
Interest on debt obligations of CLOs
(3)
|
83,724
|
|
|
217,261
|
|
|
217,261
|
|
|
565,958
|
|
|
1,084,204
|
|
|||||
Commitments to fund investments
(6)
|
12,578
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
12,578
|
|
|||||
Total
|
$
|
1,003,674
|
|
|
$
|
404,036
|
|
|
$
|
546,045
|
|
|
$
|
6,424,197
|
|
|
$
|
8,377,952
|
|
|
|
|
|
|
(1)
|
We lease our office space under agreements that expire periodically through 2031. The table includes both guaranteed and expected minimum lease payments for these leases and does not project other lease-related payments. These leases are classified as operating leases for financial statement purposes and as are recorded as operating lease right-of-use assets and operating lease liabilities in our consolidated statements of financial condition.
|
(2)
|
These obligations represent future principal payments, gross of debt issuance costs, and for CLOs, the par value.
|
(3)
|
Interest obligations include accrued interest on outstanding indebtedness. Where applicable, current interest rates are applied to estimate future interest obligations on variable-rate debt.
|
(4)
|
This represents the undiscounted contingent consideration obligation as of March 31, 2019. Due to uncertainty in the timing of payment, if any, the entire amount is presented in the 2019 column. Please see note 17 to our condensed consolidated financial statements for more information.
|
(5)
|
These obligations represent commitments by us to provide general partner capital funding to our funds and limited partner capital funding to funds managed by unaffiliated third parties. These amounts are generally due on demand and are therefore presented in the 2019 column. Capital commitments are expected to be called over a period of several years.
|
(6)
|
These obligations represent commitments by our funds to make investments or fund uncalled contingent commitments. These amounts are generally due either on demand or by various contractual dates that vary by investment and are therefore presented in the 2019 column. Capital commitments are expected to be called over a period of several years.
|
As of March 31, 2019
|
Level I
|
|
Level II
|
|
Level III
|
|
Total
|
||||||||
|
|
|
|
|
|
|
|
||||||||
Closed-end funds
|
$
|
—
|
|
|
$
|
5,622,084
|
|
|
$
|
77,632
|
|
|
$
|
5,699,716
|
|
Open-end funds
|
582
|
|
|
757,059
|
|
|
199,087
|
|
|
956,728
|
|
||||
Evergreen funds
|
2,984
|
|
|
63,871
|
|
|
48,333
|
|
|
115,188
|
|
||||
Total
|
$
|
3,566
|
|
|
$
|
6,443,014
|
|
|
$
|
325,052
|
|
|
$
|
6,771,632
|
|
|
|
|
|
|
|
|
|
||||||||
CLO debt obligations
|
$
|
—
|
|
|
$
|
(4,159,429
|
)
|
|
$
|
—
|
|
|
$
|
(4,159,429
|
)
|
As of December 31, 2018
|
Level I
|
|
Level II
|
|
Level III
|
|
Total
|
||||||||
|
|
|
|
|
|
|
|
||||||||
Closed-end funds
|
$
|
—
|
|
|
$
|
5,331,300
|
|
|
$
|
93,428
|
|
|
$
|
5,424,728
|
|
Open-end funds
|
1,386
|
|
|
790,203
|
|
|
183,965
|
|
|
975,554
|
|
||||
Evergreen funds
|
21,311
|
|
|
60,475
|
|
|
48,529
|
|
|
130,315
|
|
||||
Total
|
$
|
22,697
|
|
|
$
|
6,181,978
|
|
|
$
|
325,922
|
|
|
$
|
6,530,597
|
|
|
|
|
|
|
|
|
|
||||||||
CLO debt obligations
|
$
|
—
|
|
|
$
|
(4,127,994
|
)
|
|
$
|
—
|
|
|
$
|
(4,127,994
|
)
|
•
|
our management fees (relating to (a) and (b) above) would have increased by $2.3 million;
|
•
|
our operating expenses would have increased by $5.5 million;
|
•
|
OCGH interest in net income of consolidated subsidiaries would have decreased by $1.7 million; and
|
•
|
our income tax expense would have decreased by $0.4 million.
|
|
|
|
|
|
As of March 31, 2019
|
||||||||||||||||||||||||||||||||||||||||||||
|
Investment Period
|
|
Total Committed Capital
|
|
%
Invested
(1)
|
|
%
Drawn
(2)
|
|
Fund Net Income Since Inception
|
|
Distri-
butions Since Inception
|
|
Net Asset Value
|
|
Manage-
ment Fee-gener-
ating AUM
|
|
Incentive Income Recog-
nized (Non-GAAP)
|
|
Accrued Incentives (Fund Level)
(3)
|
|
Unreturned Drawn Capital Plus Accrued Preferred Return
(4)
|
|
IRR Since Inception
(5)
|
|
Multiple of Drawn Capital
(6)
|
||||||||||||||||||||||||
|
Start Date
|
|
End Date
|
|
Gross
|
|
Net
|
||||||||||||||||||||||||||||||||||||||||||
Credit
|
(in millions)
|
||||||||||||||||||||||||||||||||||||||||||||||||
Distressed Debt
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||
Oaktree Opportunities Fund Xb
(7)(13)
|
TBD
|
|
—
|
|
$
|
8,872
|
|
|
26
|
%
|
|
13
|
%
|
|
$
|
(10
|
)
|
|
$
|
—
|
|
|
$
|
1,144
|
|
|
$
|
1,136
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1,198
|
|
|
nm
|
|
nm
|
|
1.0x
|
||
Oaktree Opportunities Fund X
(7)
|
Jan. 2016
|
|
Jan. 2019
|
|
3,603
|
|
|
86
|
|
|
86
|
|
|
1,133
|
|
|
385
|
|
|
3,829
|
|
|
2,959
|
|
|
72
|
|
|
147
|
|
|
3,207
|
|
|
25.5
|
%
|
|
15.8
|
%
|
|
1.4
|
||||||||
Oaktree Opportunities Fund IX
|
Jan. 2014
|
|
Jan. 2017
|
|
5,066
|
|
|
nm
|
|
|
100
|
|
|
835
|
|
|
2,178
|
|
|
3,723
|
|
|
3,601
|
|
|
—
|
|
|
—
|
|
|
4,992
|
|
|
5.9
|
|
|
3.5
|
|
|
1.2
|
||||||||
Oaktree Opportunities Fund VIIIb
|
Aug. 2011
|
|
Aug. 2014
|
|
2,692
|
|
|
nm
|
|
|
100
|
|
|
933
|
|
|
2,401
|
|
|
1,224
|
|
|
1,340
|
|
|
52
|
|
|
—
|
|
|
1,629
|
|
|
8.7
|
|
|
5.9
|
|
|
1.5
|
||||||||
Special Account B
|
Nov. 2009
|
|
Nov. 2012
|
|
1,031
|
|
|
nm
|
|
|
100
|
|
|
611
|
|
|
1,605
|
|
|
116
|
|
|
112
|
|
|
16
|
|
|
2
|
|
|
17
|
|
|
13.5
|
|
|
11.1
|
|
|
1.6
|
||||||||
Oaktree Opportunities Fund VIII
|
Oct. 2009
|
|
Oct. 2012
|
|
4,507
|
|
|
nm
|
|
|
100
|
|
|
2,534
|
|
|
6,561
|
|
|
480
|
|
|
478
|
|
|
319
|
|
|
175
|
|
|
—
|
|
|
12.8
|
|
|
9.0
|
|
|
1.7
|
||||||||
OCM Opportunities Fund VIIb
|
May 2008
|
|
May 2011
|
|
10,940
|
|
|
nm
|
|
|
90
|
|
|
9,041
|
|
|
18,533
|
|
|
352
|
|
|
125
|
|
|
1,696
|
|
|
61
|
|
|
—
|
|
|
21.8
|
|
|
16.6
|
|
|
2.0
|
||||||||
OCM Opportunities Fund VII
|
Mar. 2007
|
|
Mar. 2010
|
|
3,598
|
|
|
nm
|
|
|
100
|
|
|
1,488
|
|
|
4,907
|
|
|
179
|
|
|
—
|
|
|
87
|
|
|
—
|
|
|
369
|
|
|
10.2
|
|
|
7.4
|
|
|
1.5
|
||||||||
Legacy funds
(8)
|
Various
|
|
Various
|
|
12,748
|
|
|
nm
|
|
|
100
|
|
|
10,773
|
|
|
23,500
|
|
|
22
|
|
|
—
|
|
|
1,625
|
|
|
1
|
|
|
—
|
|
|
23.6
|
|
|
18.5
|
|
|
1.8
|
||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
21.9
|
%
|
|
16.0
|
%
|
|
|
||||||||||||||||
Private/Alternative Credit
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||
Oaktree European Capital Solutions Fund
(7)(9)(10)
|
Dec. 2015
|
|
Dec. 2018
|
|
€
|
703
|
|
|
88
|
%
|
|
74
|
%
|
|
€
|
71
|
|
|
€
|
246
|
|
|
€
|
342
|
|
|
€
|
392
|
|
|
€
|
5
|
|
|
€
|
5
|
|
|
€
|
308
|
|
|
14.5
|
%
|
|
9.8
|
%
|
|
1.2x
|
Oaktree European Dislocation Fund
(10)
|
Oct. 2013
|
|
Oct. 2016
|
|
€
|
294
|
|
|
nm
|
|
|
62
|
|
|
€
|
39
|
|
|
€
|
203
|
|
|
€
|
18
|
|
|
€
|
17
|
|
|
€
|
3
|
|
|
€
|
3
|
|
|
€
|
—
|
|
|
19.0
|
|
|
13.3
|
|
|
1.3
|
Special Account E
(10)
|
Oct. 2013
|
|
Apr. 2015
|
|
€
|
379
|
|
|
nm
|
|
|
69
|
|
|
€
|
64
|
|
|
€
|
321
|
|
|
€
|
4
|
|
|
€
|
3
|
|
|
€
|
9
|
|
|
€
|
1
|
|
|
€
|
—
|
|
|
14.3
|
|
|
11.0
|
|
|
1.3
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
15.1
|
%
|
|
10.8
|
%
|
|
|
||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||
Oaktree Mezzanine Fund IV
(9)
|
Oct. 2014
|
|
Oct. 2019
|
|
$
|
852
|
|
|
85
|
%
|
|
83
|
%
|
|
$
|
138
|
|
|
$
|
306
|
|
|
$
|
536
|
|
|
$
|
555
|
|
|
$
|
6
|
|
|
$
|
13
|
|
|
$
|
511
|
|
|
11.5
|
%
|
|
8.4
|
%
|
|
1.2x
|
Oaktree Mezzanine Fund III
(11)
|
Dec. 2009
|
|
Dec. 2014
|
|
1,592
|
|
|
nm
|
|
|
89
|
|
|
480
|
|
|
1,805
|
|
|
98
|
|
|
72
|
|
|
30
|
|
|
20
|
|
|
13
|
|
|
15.4
|
|
10.4 / 9.4
|
1.4
|
|||||||||||
OCM Mezzanine Fund II
|
Jun. 2005
|
|
Jun. 2010
|
|
1,251
|
|
|
nm
|
|
|
88
|
|
|
494
|
|
|
1,692
|
|
|
53
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
135
|
|
|
10.9
|
|
|
7.4
|
|
|
1.6
|
||||||||
OCM Mezzanine Fund
(12)
|
Oct. 2001
|
|
Oct. 2006
|
|
808
|
|
|
nm
|
|
|
96
|
|
|
302
|
|
|
1,075
|
|
|
—
|
|
|
—
|
|
|
38
|
|
|
—
|
|
|
—
|
|
|
15.4
|
|
|
10.8 / 10.5
|
1.5
|
||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
13.0
|
%
|
|
8.8
|
%
|
|
|
||||||||||||||||||
Emerging Markets Debt
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||
Special Account H
|
TBD
|
|
—
|
|
$
|
351
|
|
|
23
|
%
|
|
23
|
%
|
|
$
|
(2
|
)
|
|
$
|
—
|
|
|
$
|
78
|
|
|
$
|
75
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
83
|
|
|
nm
|
|
|
nm
|
|
|
1.0x
|
Oaktree Emerging Markets Opportunities Fund II
(13)
|
TBD
|
|
—
|
|
259
|
|
|
20
|
%
|
|
20
|
|
|
(2
|
)
|
|
—
|
|
|
51
|
|
|
49
|
|
|
—
|
|
|
—
|
|
|
55
|
|
|
nm
|
|
|
nm
|
|
|
1.0
|
||||||||
Oaktree Emerging Market Opportunities Fund
|
Sep. 2013
|
|
Sep. 2017
|
|
384
|
|
|
nm
|
|
|
78
|
|
|
120
|
|
|
340
|
|
|
78
|
|
|
71
|
|
|
9
|
|
|
12
|
|
|
37
|
|
|
15.5
|
%
|
|
10.5
|
%
|
|
1.5
|
||||||||
Special Account F
|
Jan. 2014
|
|
Sep. 2017
|
|
253
|
|
|
nm
|
|
|
96
|
|
|
79
|
|
|
273
|
|
|
47
|
|
|
46
|
|
|
7
|
|
|
8
|
|
|
19
|
|
|
15.2
|
|
|
10.8
|
|
|
1.4
|
||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
14.9
|
%
|
|
10.1
|
%
|
|
|
||||||||||||||||||
Private Equity
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||
Corporate Private Equity
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||
Oaktree European Principal Fund IV
(7)(10)(13)
|
Jul. 2017
|
|
Jul. 2022
|
|
€
|
1,119
|
|
|
96
|
%
|
|
84
|
%
|
|
€
|
230
|
|
|
€
|
110
|
|
|
€
|
1,061
|
|
|
€
|
1,096
|
|
|
€
|
—
|
|
|
€
|
45
|
|
|
€
|
817
|
|
|
nm
|
|
nm
|
|
1.3x
|
||
Oaktree European Principal Fund III
(10)
|
Nov. 2011
|
|
Nov. 2016
|
|
€
|
3,164
|
|
|
nm
|
|
|
87
|
|
|
€
|
2,551
|
|
|
€
|
2,260
|
|
|
€
|
3,040
|
|
|
€
|
2,581
|
|
|
€
|
154
|
|
|
€
|
343
|
|
|
€
|
1,659
|
|
|
18.1
|
%
|
|
12.5
|
%
|
|
2.1
|
OCM European Principal Opportunities Fund II
(10)
|
Dec. 2007
|
|
Dec. 2012
|
|
€
|
1,759
|
|
|
nm
|
|
|
100
|
|
|
€
|
209
|
|
|
€
|
1,865
|
|
|
€
|
75
|
|
|
€
|
—
|
|
|
€
|
29
|
|
|
€
|
—
|
|
|
€
|
787
|
|
|
6.8
|
|
|
2.3
|
|
|
1.3
|
OCM European Principal Opportunities Fund
|
Mar. 2006
|
|
Mar. 2009
|
|
$
|
495
|
|
|
nm
|
|
|
96
|
|
|
$
|
454
|
|
|
$
|
927
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
87
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
11.7
|
|
|
8.9
|
|
|
2.1
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
13.3
|
%
|
|
8.8
|
%
|
|
|
|
|
|
|
|
As of March 31, 2019
|
||||||||||||||||||||||||||||||||||||||||||||
|
Investment Period
|
|
Total Committed Capital
|
|
%
Invested
(1)
|
|
%
Drawn
(2)
|
|
Fund Net Income Since Inception
|
|
Distri-
butions Since Inception
|
|
Net Asset Value
|
|
Manage-
ment Fee-gener-
ating AUM
|
|
Incentive Income Recog-
nized (Non-GAAP)
|
|
Accrued Incentives (Fund Level)
(3)
|
|
Unreturned Drawn Capital Plus Accrued Preferred Return
(4)
|
|
IRR Since
Inception
(5)
|
|
Multiple of Drawn Capital
(6)
|
||||||||||||||||||||||||
|
Start Date
|
|
End Date
|
|
Gross
|
|
Net
|
||||||||||||||||||||||||||||||||||||||||||
|
(in millions)
|
||||||||||||||||||||||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||
Oaktree Power Opportunities Fund V
|
Apr. 2019
|
|
Apr. 2024
|
|
$
|
1,400
|
|
|
10
|
%
|
|
9
|
%
|
|
$
|
(5
|
)
|
|
$
|
—
|
|
|
$
|
125
|
|
|
$
|
1,390
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
132
|
|
|
nm
|
|
|
nm
|
|
|
1.0x
|
Oaktree Power Opportunities Fund IV
|
Nov. 2015
|
|
Nov. 2020
|
|
1,106
|
|
|
93
|
|
|
92
|
|
|
98
|
|
|
2
|
|
|
1,116
|
|
|
1,078
|
|
|
—
|
|
|
—
|
|
|
1,179
|
|
|
8.6
|
%
|
|
4.9
|
%
|
|
1.2
|
||||||||
Oaktree Power Opportunities Fund III
|
Apr. 2010
|
|
Apr. 2015
|
|
1,062
|
|
|
nm
|
|
|
69
|
|
|
541
|
|
|
970
|
|
|
308
|
|
|
322
|
|
|
43
|
|
|
60
|
|
|
—
|
|
|
21.4
|
|
|
14.0
|
|
|
1.9
|
||||||||
Legacy funds
(8)
|
Various
|
|
Various
|
|
1,470
|
|
|
nm
|
|
|
63
|
|
|
1,688
|
|
|
2,615
|
|
|
(3
|
)
|
|
—
|
|
|
123
|
|
|
—
|
|
|
—
|
|
|
35.1
|
|
|
27.4
|
|
|
2.8
|
||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
34.3
|
%
|
|
25.9
|
%
|
|
|
||||||||||||||||
Special Situations
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||
Oaktree Special Situations Fund II
(7)
|
TBD
|
|
—
|
|
$
|
1,336
|
|
|
12
|
%
|
|
2
|
%
|
|
$
|
(6
|
)
|
|
$
|
3
|
|
|
$
|
20
|
|
|
$
|
145
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
24
|
|
|
nm
|
|
|
nm
|
|
|
1.0x
|
Oaktree Special Situations Fund
(7)
|
Nov. 2015
|
|
Nov. 2018
|
|
1,377
|
|
|
100
|
|
|
83
|
|
|
145
|
|
|
175
|
|
|
1,114
|
|
|
1,082
|
|
|
—
|
|
|
19
|
|
|
1,102
|
|
|
16.6
|
%
|
|
8.5
|
%
|
|
1.2x
|
||||||||
Other funds:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||
Oaktree Principal Fund V
|
Feb. 2009
|
|
Feb. 2015
|
|
$
|
2,827
|
|
|
nm
|
|
|
91
|
%
|
|
$
|
419
|
|
|
$
|
1,760
|
|
|
$
|
1,245
|
|
|
$
|
1,258
|
|
|
$
|
50
|
|
|
$
|
—
|
|
|
$
|
2,221
|
|
|
6.7
|
%
|
|
2.7
|
%
|
|
1.3x
|
Special Account C
|
Dec. 2008
|
|
Feb. 2014
|
|
505
|
|
|
nm
|
|
|
91
|
|
|
152
|
|
|
423
|
|
|
189
|
|
|
235
|
|
|
21
|
|
|
—
|
|
|
284
|
|
|
8.7
|
|
|
5.3
|
|
|
1.5
|
||||||||
OCM Principal Opportunities Fund IV
|
Oct. 2006
|
|
Oct. 2011
|
|
3,328
|
|
|
nm
|
|
|
100
|
|
|
2,932
|
|
|
6,166
|
|
|
94
|
|
|
—
|
|
|
554
|
|
|
17
|
|
|
—
|
|
|
12.3
|
|
|
8.9
|
|
|
2.0
|
||||||||
Legacy funds
(8)
|
Various
|
|
Various
|
|
3,701
|
|
|
nm
|
|
|
100
|
|
|
2,718
|
|
|
6,404
|
|
|
15
|
|
|
—
|
|
|
407
|
|
|
—
|
|
|
—
|
|
|
14.4
|
|
|
11.1
|
|
|
1.8
|
||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
12.9
|
%
|
|
9.1
|
%
|
|
|
||||||||||||||||||
Real Assets
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||
Real Estate
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||
Oaktree Real Estate Opportunities Fund VII
(13)(14)
|
Jan. 2016
|
|
Jan. 2020
|
|
$
|
2,921
|
|
|
85
|
%
|
|
47
|
%
|
|
$
|
559
|
|
|
$
|
248
|
|
|
$
|
1,693
|
|
|
$
|
2,775
|
|
|
$
|
—
|
|
|
$
|
108
|
|
|
$
|
1,233
|
|
|
nm
|
|
nm
|
|
1.5x
|
||
Oaktree Real Estate Opportunities Fund VI
|
Aug. 2012
|
|
Aug. 2016
|
|
2,677
|
|
|
nm
|
|
|
100
|
|
|
1,449
|
|
|
2,714
|
|
|
1,413
|
|
|
1,120
|
|
|
90
|
|
|
190
|
|
|
947
|
|
|
14.9
|
%
|
|
10.0
|
%
|
|
1.7
|
||||||||
Oaktree Real Estate Opportunities Fund V
|
Mar. 2011
|
|
Mar. 2015
|
|
1,283
|
|
|
nm
|
|
|
100
|
|
|
973
|
|
|
2,094
|
|
|
162
|
|
|
101
|
|
|
154
|
|
|
31
|
|
|
—
|
|
|
17.0
|
|
|
12.5
|
|
|
1.9
|
||||||||
Special Account D
|
Nov. 2009
|
|
Nov. 2012
|
|
256
|
|
|
nm
|
|
|
100
|
|
|
207
|
|
|
435
|
|
|
36
|
|
|
—
|
|
|
17
|
|
|
4
|
|
|
—
|
|
|
14.7
|
|
|
12.7
|
|
|
1.8
|
||||||||
Oaktree Real Estate Opportunities Fund IV
|
Dec. 2007
|
|
Dec. 2011
|
|
450
|
|
|
nm
|
|
|
100
|
|
|
391
|
|
|
787
|
|
|
54
|
|
|
—
|
|
|
63
|
|
|
11
|
|
|
—
|
|
|
15.7
|
|
|
10.7
|
|
|
2.0
|
||||||||
Legacy funds
(8)
|
Various
|
|
Various
|
|
2,341
|
|
|
nm
|
|
|
99
|
|
|
2,010
|
|
|
4,326
|
|
|
—
|
|
|
—
|
|
|
232
|
|
|
—
|
|
|
—
|
|
|
15.2
|
|
|
11.9
|
|
|
1.9
|
||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
15.6
|
%
|
|
11.9
|
%
|
|
|
||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Oaktree Real Estate Debt Fund II
(9)(13)
|
Mar. 2017
|
|
Mar. 2020
|
|
$
|
2,087
|
|
|
66
|
%
|
|
39
|
%
|
|
$
|
61
|
|
|
$
|
60
|
|
|
$
|
814
|
|
|
$
|
1,341
|
|
|
$
|
—
|
|
|
$
|
9
|
|
|
$
|
781
|
|
|
nm
|
|
nm
|
|
1.1x
|
||
Oaktree Real Estate Debt Fund
|
Sep. 2013
|
|
Oct. 2016
|
|
1,112
|
|
|
nm
|
|
|
83
|
|
|
200
|
|
|
733
|
|
|
391
|
|
|
426
|
|
|
12
|
|
|
16
|
|
|
259
|
|
|
19.2
|
%
|
|
14.3
|
%
|
|
1.3
|
||||||||
Oaktree PPIP Fund
(15)
|
Dec. 2009
|
|
Dec. 2012
|
|
2,322
|
|
|
nm
|
|
|
48
|
|
|
457
|
|
|
1,570
|
|
|
—
|
|
|
—
|
|
|
47
|
|
|
—
|
|
|
—
|
|
|
28.2
|
|
|
n/a
|
|
1.4
|
|||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||
Special Account G (Real Estate Income)
(9)(13)
|
Oct. 2016
|
|
Oct. 2020
|
|
$
|
615
|
|
|
99
|
%
|
|
99
|
%
|
|
$
|
123
|
|
|
$
|
86
|
|
|
$
|
646
|
|
|
$
|
574
|
|
|
$
|
—
|
|
|
$
|
24
|
|
|
$
|
594
|
|
|
nm
|
|
nm
|
|
1.2x
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Infrastructure
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||
Oaktree Transportation Infrastructure Fund
|
Dec. 2018
|
|
Dec. 2023
|
|
$
|
1,097
|
|
|
19
|
%
|
|
19
|
%
|
|
$
|
(8
|
)
|
|
$
|
—
|
|
|
$
|
206
|
|
|
$
|
837
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
nm
|
|
|
nm
|
|
|
1.0x
|
Highstar Capital IV
(16)
|
Nov. 2010
|
|
Nov. 2016
|
|
2,000
|
|
|
nm
|
|
|
100
|
|
|
(21
|
)
|
|
1,008
|
|
|
981
|
|
|
1,264
|
|
|
—
|
|
|
—
|
|
|
1,803
|
|
|
4.2
|
%
|
|
0.2
|
%
|
|
1.1
|
||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
29,158
|
|
(10)
|
|
1,374
|
|
(10)
|
|
|
|
|
|
|
||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
Other
(17)
|
|
|
8,712
|
|
|
|
|
10
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
Total
(18)
|
|
|
$
|
37,870
|
|
|
|
|
$
|
1,384
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1)
|
For our incentive-creating closed-end funds in their investment periods, this percentage equals invested capital divided by committed capital. Invested capital for this purpose is the sum of capital drawn from fund investors plus net borrowings outstanding under a fund-level credit facility (if any), where such borrowings were made in lieu of drawing capital from fund investors.
|
(2)
|
Represents capital drawn from fund investors, net of distributions to such investors of uninvested capital, divided by committed capital. The aggregate change in drawn capital for the three months ended March 31, 2019 was $0.7 billion.
|
(3)
|
Accrued incentives (fund level) exclude non-GAAP incentive income previously recognized.
|
(4)
|
Unreturned drawn capital plus accrued preferred return reflects the amount the fund needs to distribute to its investors as a return of capital and a preferred return (as applicable) before Oaktree is entitled to receive incentive income (other than tax distributions) from the fund.
|
(5)
|
The internal rate of return (“IRR”) is the annualized implied discount rate calculated from a series of cash flows. It is the return that equates the present value of all capital invested in an investment to the present value of all returns of capital, or the discount rate that will provide a net present value of all cash flows equal to zero. Fund-level IRRs are calculated based upon the actual timing of cash contributions/distributions to investors and the residual value of such investor’s capital accounts at the end of the applicable period being measured. Gross IRRs reflect returns before allocation of management fees, expenses and any incentive allocation to the fund’s general partner. To the extent material, gross returns include certain transaction, advisory, directors or other ancillary fees (“fee income”) paid directly to us in connection with our funds’ activities (we credit all such fee income back to the respective fund(s) so that our funds’ investors share pro rata in the fee income’s economic benefit). Net IRRs reflect returns to non-affiliated investors after allocation of management fees, expenses and any incentive allocation to the fund’s general partner.
|
(6)
|
Multiple of drawn capital is calculated as drawn capital plus gross income and, if applicable, fee income before fees and expenses divided by drawn capital.
|
(7)
|
Fund data include the performance of the main fund and any associated fund-of-one accounts, except the gross and net IRRs presented reflect only the performance of the main fund. Certain fund-of-one accounts pay management fees based on cost basis, rather than committed capital.
|
(8)
|
Legacy funds represent certain predecessor funds within the relevant strategy or product that have substantially or completely liquidated their assets, including funds managed by certain Oaktree investment professionals while employed at the Trust Company of the West prior to Oaktree’s founding in 1995. When these employees joined Oaktree upon, or shortly after, its founding, they continued to manage the fund through the end of its term pursuant to a sub-advisory relationship between the Trust Company of the West and Oaktree.
|
(9)
|
Management fees during the investment period are calculated on drawn capital or cost basis, rather than committed capital. As a result, as of March 31, 2019 management fee-generating AUM included only that portion of committed capital that had been drawn.
|
(10)
|
Aggregate IRRs or totals are based on the conversion of cash flows or amounts, respectively, from euros to USD using the March 31, 2019 spot rate of $1.12.
|
(11)
|
The fund’s partnership interests are divided into Class A and Class B interests, with the Class A interests having priority with respect to the distribution of current income and disposition proceeds. The net IRR for Class A interests was 10.4% and Class B interests was 9.4%. The combined net IRR for Class A and Class B interests was 10.0%.
|
(12)
|
The fund’s partnership interests are divided into Class A and Class B interests, with the Class A interests having priority with respect to the distribution of current income and disposition proceeds. The net IRR for Class A interests was 10.8% and Class B interests was 10.5%. The combined net IRR for the Class A and Class B interests was 10.6%.
|
(13)
|
The IRR is not considered meaningful (“nm”) as the period from the initial capital contribution through March 31, 2019 was less than 36 months.
|
(14)
|
A portion of this fund pays management fees based on drawn, rather than committed, capital.
|
(15)
|
Due to differences in the allocation of income and expenses to this fund’s two primary limited partners, the U.S. Treasury and Oaktree PPIP Private Fund, a combined net IRR is not presented. Of the $2,322 million in capital commitments, $1,161 million related to the Oaktree PPIP Private Fund, whose gross and net IRR were 24.7% and 18.6%, respectively.
|
(16)
|
The fund follows the American-style distribution waterfall, whereby the general partner may receive an incentive allocation as soon as it has returned the drawn capital and paid a preferred return on the fund’s realized investments (i.e., on a deal-by-deal basis). However, such cash distributions of incentives may be subject to repayment, or clawback. As of March 31, 2019, Oaktree had not recognized any incentive income from this fund. The accrued incentives (fund level) for this fund represents Oaktree’s effective 8% of the potential incentives generated by this fund in accordance with the terms of the Highstar acquisition.
|
(17)
|
This includes our closed-end Senior Loan funds, CLOs, a non-Oaktree fund and certain separate accounts and co-investments.
|
(18)
|
The total excludes one closed-end fund with management fee-generating AUM of $101 million as of March 31, 2019, which has been included as part of the Strategic Credit strategy within the evergreen funds table.
|
|
|
|
|
|
(1)
|
Returns represent time-weighted rates of return, including reinvestment of income, net of commissions and transaction costs. The returns for Relevant Benchmarks are presented on a gross basis.
|
(2)
|
Includes Global Credit Fund and individual accounts across various strategies with different investment mandates. As such, a combined performance measure is not considered meaningful (“nm”).
|
|
|
|
As of March 31, 2019
|
|
Twelve Months Ended March 31, 2019
|
|
Since Inception through March 31, 2019
|
||||||||||||||||||
|
|
|
AUM
|
|
Manage-
ment
Fee-gener-
ating AUM
|
|
Accrued Incen-
tives (Fund Level)
|
|
|
||||||||||||||||
|
Strategy Inception
|
|
|
|
|
Rates of Return
(1)
|
|
Annualized Rates
of Return
(1)
|
|||||||||||||||||
|
|
|
Gross
|
|
Net
|
|
Gross
|
|
Net
|
||||||||||||||||
|
|
|
(in millions)
|
|
|
|
|
|
|
|
|
||||||||||||||
Credit
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Private/Alternative Credit
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Strategic Credit
(2)
.
|
2012
|
|
$
|
5,581
|
|
|
$
|
5,244
|
|
|
$
|
11
|
|
|
7.7
|
%
|
|
5.8
|
%
|
|
9.1
|
%
|
|
6.7
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Distressed Debt
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Value Opportunities
|
2007
|
|
1,051
|
|
|
978
|
|
|
8
|
|
|
12.8
|
|
|
8.9
|
|
|
10.0
|
|
|
6.2
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Emerging Markets Debt
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Emerging Markets Debt
(3)
|
2015
|
|
1,181
|
|
|
692
|
|
|
—
|
|
|
4.0
|
|
|
2.3
|
|
|
12.8
|
|
|
9.8
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Listed Equities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Value/Other Equities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Value Equities
(4)
|
2012
|
|
535
|
|
|
510
|
|
|
6
|
|
|
11.4
|
|
|
8.0
|
|
|
19.4
|
|
|
14.1
|
|
|||
|
|
|
|
|
7,424
|
|
|
25
|
|
|
|
|
|
|
|
|
|
||||||||
Other
(5)
|
|
|
852
|
|
|
12
|
|
|
|
|
|
|
|
|
|
||||||||||
Restructured funds
|
|
|
—
|
|
|
4
|
|
|
|
|
|
|
|
|
|
||||||||||
Total
(2)
|
|
|
$
|
8,276
|
|
|
$
|
41
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1)
|
Returns represent time-weighted rates of return.
|
(2)
|
Includes our publicly-traded BDCs and one closed-end fund with $81 million and $101 million of AUM and management fee-generating AUM, respectively. The rates of return reflect the performance of a composite of certain evergreen accounts and exclude our publicly-traded BDCs.
|
(3)
|
Includes the Emerging Markets Debt Total Return and Emerging Markets Opportunities strategies. The rates of return reflect the performance of a composite of accounts for the Emerging Markets Debt Total Return strategy, including a single account with a December 2014 inception date.
|
(4)
|
Includes performance of a proprietary fund with an initial capital commitment of $25 million since its inception in May 2012.
|
(5)
|
Includes certain Real Estate and Multi-Strategy Credit accounts.
|
|
Oaktree Capital Group, LLC
|
|
|
By:
|
/s/ Daniel D. Levin
|
|
Name:
|
Daniel D. Levin
|
|
|
|
|
Title:
|
Chief Financial Officer and Authorized Signatory
|
Exhibit No.
|
Description of Exhibit
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
101.INS
|
XBRL Instance Document.
|
|
|
101.SCH
|
XBRL Taxonomy Extension Schema Document.
|
|
|
101.CAL
|
XBRL Taxonomy Extension Calculation Linkbase Document.
|
|
|
101.LAB
|
XBRL Taxonomy Extension Label Linkbase Document.
|
|
|
101.PRE
|
XBRL Taxonomy Extension Presentation Linkbase Document.
|
|
|
101.DEF
|
XBRL Taxonomy Extension Definition Linkbase Document.
|
|
|
|
|
|
*
|
Pursuant to Item 601(b)(2) of Regulation S-K, certain schedules and exhibits to the Agreement and Plan of Merger have been omitted. Oaktree agrees to furnish supplementally to the SEC a copy of any omitted schedule or exhibit upon request.
|
†
|
Management contract or compensatory plan or arrangement.
|
|
Signature
|
|
Print Name
|
1.
|
I have reviewed this Quarterly Report on Form 10-Q for the quarter ended March 31, 2019 of Oaktree Capital Group, LLC;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c)
|
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d)
|
Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
|
5.
|
The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
|
a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
|
b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
|
/s/ Jay S. Wintrob
|
Jay S. Wintrob
|
Chief Executive Officer
|
(Principal Executive Officer)
|
1.
|
I have reviewed this Quarterly Report on Form 10-Q for the quarter ended March 31, 2019 of Oaktree Capital Group, LLC;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c)
|
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d)
|
Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
|
5.
|
The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
|
a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
|
b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
|
/s/ Daniel D. Levin
|
Daniel D. Levin
|
Chief Financial Officer
|
(Principal Financial Officer)
|
(1)
|
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and
|
(2)
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company at the dates and for the periods presented.
|
/s/ Jay S. Wintrob
|
Jay S. Wintrob
|
Chief Executive Officer
|
(Principal Executive Officer)
|
(1)
|
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and
|
(2)
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company at the dates and for the periods presented.
|
/s/ Daniel D. Levin
|
Daniel D. Levin
|
Chief Financial Officer
|
(Principal Financial Officer)
|