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☒
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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☐
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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Delaware
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80-0962035
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(State or other jurisdiction of
incorporation or organization)
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(I.R.S. Employer
Identification Number)
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Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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Class A common stock, par value $0.01 per share
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ARES
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New York Stock Exchange
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7.00% Series A Preferred Stock, par value $0.01 per share
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ARES.PRA
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New York Stock Exchange
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Large Accelerated Filer
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x
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Accelerated Filer
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☐
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Non‑Accelerated Filer
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☐
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Smaller Reporting Company
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☐
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Emerging Growth Company
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☐
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Page
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•
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“ARCC Part I Fees” refers to a quarterly performance income on the net investment income of Ares Capital Corporation (NASDAQ: ARCC) (“ARCC”). Such fees from ARCC are classified as management fees as they are paid quarterly, predictable and recurring in nature, are not subject to contingent repayment and are typically cash settled each quarter;
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•
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“ARCC Part II Fees” refers to fees that are paid in arrears as of the end of each calendar year when the cumulative aggregate realized capital gains exceed the cumulative aggregate realized capital losses and aggregate unrealized capital depreciation, less the aggregate amount of ARCC Part II Fees paid in all prior years since inception;
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•
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“Ares”, “the Company”, “we”, “us” and “our” refer to (i) Ares Management Corporation and its subsidiaries following the Conversion and (ii) Ares Management, L.P. and its subsidiaries prior to the Conversion;
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•
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“Ares Operating Group Unit” or an “AOG Unit” refers to, collectively, a partnership unit in each of the Ares Operating Group entities;
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•
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“assets under management” or “AUM” refers to the assets we manage. For our funds other than CLOs, our AUM represents the sum of the net asset value of such funds, the drawn and undrawn debt (at the fund‑level including amounts subject to restrictions) and uncalled committed capital (including commitments to funds that have yet to commence their investment periods). For our funds that are CLOs, our AUM is equal to initial principal amounts adjusted for paydowns;
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•
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“available capital” (also referred to as “dry powder”) is comprised of uncalled committed capital and undrawn amounts under credit facilities and may include AUM that may be canceled or not otherwise available to invest;
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•
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“CLOs” refers to “our funds” that are structured as collateralized loan obligations;
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•
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“Conversion” refers to our conversion effective November 26, 2018 from a Delaware limited partnership named Ares Management, L.P. into a Delaware corporation named Ares Management Corporation;
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•
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“Consolidated Funds” refers collectively to certain Ares‑affiliated funds, related co‑investment entities and certain CLOs that are required under GAAP to be consolidated in our consolidated financial statements;
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•
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“Co‑Founders” refers to Michael Arougheti, David Kaplan, John Kissick, Antony Ressler and Bennett Rosenthal;
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•
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“Credit Facility” refers to the revolving credit facility of the Ares Operating Group;
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•
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"effective management fee rate” represents the annualized fees divided by the average fee paying AUM for the period;
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•
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“fee paying AUM” or “FPAUM” refers to the AUM from which we directly earn management fees. Fee paying AUM is equal to the sum of all the individual fee bases of our funds that directly contribute to our management fees;
|
•
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“fee related earnings” or “FRE”, a non-GAAP measure, is used to assess core operating performance by determining whether recurring revenue, primarily consisting of management fees, is sufficient to cover operating expenses and to generate profits. FRE differs from income before taxes computed in accordance with GAAP as it excludes performance income, performance related compensation, investment income from our Consolidated Funds and non-consolidated funds and certain other items that we believe are not indicative of our core operating performance;
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•
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“GAAP” refers to accounting principles generally accepted in the United States of America;
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•
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“Holdco Members” refers to Michael Arougheti, David Kaplan, Antony Ressler, Bennett Rosenthal, Ryan Berry, R. Kipp deVeer and Michael McFerran;
|
•
|
“Incentive eligible AUM” or “IEAUM” refers to the AUM of our funds from which performance income may be generated, regardless of whether or not they are currently generating performance income. It generally represents
|
•
|
“Incentive generating AUM” or “IGAUM” refers to the AUM of our funds that are currently generating, on a realized or unrealized basis, performance income. It generally represents the NAV or total assets of our funds, as applicable, for which we are entitled to receive performance income, excluding capital committed by us and our professionals (from which we generally do not earn performance income). ARCC is only included in IGAUM when Part II Fees are being generated;
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•
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“management fees” refers to fees we earn for advisory services provided to our funds, which are generally based on a defined percentage of fair value of assets, total commitments, invested capital, net asset value, net investment income, total assets or par value of the investment portfolios managed by us and also include ARCC Part I Fees that are classified as management fees as they are predictable and recurring in nature, not subject to contingent repayment and generally cash‑settled each quarter;
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•
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“net inflows of capital” refers to net new commitments during the period, including equity and debt commitments and gross inflows into our open-ended managed accounts and sub-advised accounts, as well as equity offerings by our publicly traded vehicles minus redemptions from our open-ended funds, managed accounts and sub-advised accounts;
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•
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“net performance income” refers to performance income net of performance related compensation, which is the portion of the performance income earned from certain funds that is payable to our professionals;
|
•
|
“our funds” refers to the funds, alternative asset companies, co-investment vehicles and other entities and accounts that are managed or co‑managed by the Ares Operating Group, and which are structured to pay fees. It also includes funds managed by Ivy Hill Asset Management, L.P., a wholly owned portfolio company of ARCC, and a registered investment adviser;
|
•
|
“permanent capital” refers to capital of our funds that do not have redemption provisions or a requirement to return capital to investors upon exiting the investments made with such capital, except as required by applicable law. Such funds currently consist of ARCC, Ares Commercial Real Estate Corporation (“ACRE”) and Ares Dynamic Credit Allocation Fund, Inc. (“ARDC”). Such funds may be required, or elect, to return all or a portion of capital gains and investment income;
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•
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“performance income” refers to income we earn based on the performance of a fund, that is generally based on certain specific hurdle rates as defined in the fund’s investment management or partnership agreements and may be either an incentive fee or carried interest;
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•
|
“realized income” or “RI”, a non-GAAP measure, is an operating metric used by management to evaluate performance of the business based on operating performance and the contribution of each of the business segments to that performance, while removing the fluctuations of unrealized income and expense, which may or may not be eventually realized at the levels presented and whose realizations depend more on future outcomes than current business operations. RI differs from net income by excluding (a) income tax expense, (b) operating results of our Consolidated Funds, (c) depreciation and amortization expense, (d) the effects of changes arising from corporate actions, (e) unrealized gains and losses related to performance income and investment performance and (f) certain other items that we believe are not indicative of our operating performance. Changes arising from corporate actions include equity-based compensation expenses, the amortization of intangible assets, transaction costs associated with mergers, acquisitions and capital transactions, underwriting costs and expenses incurred in connection with corporate reorganization;
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•
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“SEC” refers to the Securities and Exchange Commission;
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•
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“Senior Notes” or the "AFC Notes" refers to senior notes issued by a wholly owned subsidiary of Ares Holdings;
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•
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"Series A Preferred Stock" refers to the preferred stock, $0.01 par value per share, of the Company designated as 7.00% Series A Preferred Stock; and
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•
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“Term Loans” refers to term loans held by wholly owned subsidiaries of Ares Management LLC (“AM LLC”).
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|
As of September 30,
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As of December 31,
|
||||
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2019
|
|
2018
|
||||
|
(unaudited)
|
|
|
||||
Assets
|
|
|
|
|
|
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Cash and cash equivalents
|
$
|
152,203
|
|
|
$
|
110,247
|
|
Investments (includes accrued carried interest of $1,250,191 and $841,079, at September 30, 2019 and December 31, 2018, respectively)
|
1,779,864
|
|
|
1,326,137
|
|
||
Due from affiliates
|
245,276
|
|
|
199,377
|
|
||
Other assets
|
296,302
|
|
|
377,651
|
|
||
Right-of-use operating lease assets
|
148,170
|
|
|
—
|
|
||
Assets of Consolidated Funds:
|
|
|
|
||||
Cash and cash equivalents
|
575,621
|
|
|
384,644
|
|
||
Investments, at fair value
|
8,271,481
|
|
|
7,673,165
|
|
||
Due from affiliates
|
14,978
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|
|
17,609
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|
||
Receivable for securities sold
|
85,701
|
|
|
42,076
|
|
||
Other assets
|
27,160
|
|
|
23,786
|
|
||
Total assets
|
$
|
11,596,756
|
|
|
$
|
10,154,692
|
|
Liabilities
|
|
|
|
||||
Accounts payable, accrued expenses and other liabilities
|
$
|
71,077
|
|
|
$
|
83,221
|
|
Accrued compensation
|
168,539
|
|
|
29,389
|
|
||
Due to affiliates
|
57,551
|
|
|
82,411
|
|
||
Performance related compensation payable
|
905,949
|
|
|
641,737
|
|
||
Debt obligations
|
246,442
|
|
|
480,952
|
|
||
Right-of-use operating lease liabilities
|
174,078
|
|
|
—
|
|
||
Liabilities of Consolidated Funds:
|
|
|
|
||||
Accounts payable, accrued expenses and other liabilities
|
83,698
|
|
|
83,876
|
|
||
Payable for securities purchased
|
514,717
|
|
|
471,390
|
|
||
CLO loan obligations, at fair value
|
7,407,720
|
|
|
6,678,091
|
|
||
Fund borrowings
|
124,203
|
|
|
209,284
|
|
||
Total liabilities
|
9,753,974
|
|
|
8,760,351
|
|
||
Commitments and contingencies
|
|
|
|
||||
Non-controlling interest in Consolidated Funds
|
639,676
|
|
|
503,637
|
|
||
Non-controlling interest in Ares Operating Group entities
|
450,985
|
|
|
302,780
|
|
||
Stockholders' Equity
|
|
|
|
||||
Series A Preferred Stock, $0.01 par value, 1,000,000,000 shares authorized (12,400,000 shares issued and outstanding at September 30, 2019 and December 31, 2018)
|
298,761
|
|
|
298,761
|
|
||
Class A common stock, $0.01 par value, 1,500,000,000 shares authorized (114,719,768 shares and 101,594,095 shares issued and outstanding at September 30, 2019 and at December 31, 2018, respectively)
|
1,147
|
|
|
1,016
|
|
||
Class B common stock, $0.01 par value, 1,000 shares authorized (1,000 shares issued and outstanding at September 30, 2019 and at December 31, 2018)
|
—
|
|
|
—
|
|
||
Class C common stock, $0.01 par value, 499,999,000 shares authorized (1 share issued and outstanding at September 30, 2019 and at December 31, 2018)
|
—
|
|
|
—
|
|
||
Additional paid-in-capital
|
507,531
|
|
|
326,007
|
|
||
Retained earnings
|
(44,308
|
)
|
|
(29,336
|
)
|
||
Accumulated other comprehensive loss, net of tax
|
(11,010
|
)
|
|
(8,524
|
)
|
||
Total stockholders' equity
|
752,121
|
|
|
587,924
|
|
||
Total equity
|
1,842,782
|
|
|
1,394,341
|
|
||
Total liabilities, non-controlling interests and equity
|
$
|
11,596,756
|
|
|
$
|
10,154,692
|
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
Revenues
|
|
|
|
|
|
|
|
||||||||
Management fees (includes ARCC Part I Fees of $38,786, $116,336 and $33,377, $91,660 for the three and nine months ended September 30, 2019 and 2018, respectively)
|
$
|
251,591
|
|
|
$
|
204,524
|
|
|
$
|
714,096
|
|
|
$
|
588,071
|
|
Carried interest allocation
|
186,803
|
|
|
31,902
|
|
|
503,808
|
|
|
72,587
|
|
||||
Incentive fees
|
1,712
|
|
|
872
|
|
|
28,747
|
|
|
13,683
|
|
||||
Principal investment income (loss)
|
11,389
|
|
|
(7,464
|
)
|
|
45,992
|
|
|
(684
|
)
|
||||
Administrative, transaction and other fees
|
14,995
|
|
|
10,943
|
|
|
35,866
|
|
|
37,372
|
|
||||
Total revenues
|
466,490
|
|
|
240,777
|
|
|
1,328,509
|
|
|
711,029
|
|
||||
Expenses
|
|
|
|
|
|
|
|
||||||||
Compensation and benefits
|
166,216
|
|
|
145,594
|
|
|
485,232
|
|
|
419,225
|
|
||||
Performance related compensation
|
139,216
|
|
|
17,606
|
|
|
388,424
|
|
|
30,479
|
|
||||
General, administrative and other expenses
|
79,385
|
|
|
51,155
|
|
|
195,988
|
|
|
155,523
|
|
||||
Expenses of Consolidated Funds
|
10,884
|
|
|
12,833
|
|
|
30,865
|
|
|
49,261
|
|
||||
Total expenses
|
395,701
|
|
|
227,188
|
|
|
1,100,509
|
|
|
654,488
|
|
||||
Other income (expense)
|
|
|
|
|
|
|
|
||||||||
Net realized and unrealized gains on investments
|
1,522
|
|
|
5,542
|
|
|
5,519
|
|
|
7,970
|
|
||||
Interest and dividend income
|
2,030
|
|
|
808
|
|
|
5,526
|
|
|
6,511
|
|
||||
Interest expense
|
(4,691
|
)
|
|
(4,143
|
)
|
|
(16,073
|
)
|
|
(17,088
|
)
|
||||
Other income (expense), net
|
(1,870
|
)
|
|
811
|
|
|
(1,570
|
)
|
|
(1,487
|
)
|
||||
Net realized and unrealized gains (losses) on investments of Consolidated Funds
|
(992
|
)
|
|
5,437
|
|
|
3,256
|
|
|
26,839
|
|
||||
Interest and other income of Consolidated Funds
|
107,922
|
|
|
93,062
|
|
|
303,312
|
|
|
250,117
|
|
||||
Interest expense of Consolidated Funds
|
(71,134
|
)
|
|
(62,763
|
)
|
|
(204,051
|
)
|
|
(163,942
|
)
|
||||
Total other income
|
32,787
|
|
|
38,754
|
|
|
95,919
|
|
|
108,920
|
|
||||
Income before taxes
|
103,576
|
|
|
52,343
|
|
|
323,919
|
|
|
165,461
|
|
||||
Income tax expense
|
11,701
|
|
|
5,131
|
|
|
35,590
|
|
|
29,659
|
|
||||
Net income
|
91,875
|
|
|
47,212
|
|
|
288,329
|
|
|
135,802
|
|
||||
Less: Net income attributable to non-controlling interests in Consolidated Funds
|
15,908
|
|
|
13,169
|
|
|
41,878
|
|
|
23,418
|
|
||||
Less: Net income attributable to non-controlling interests in Ares Operating Group entities
|
42,636
|
|
|
18,133
|
|
|
136,032
|
|
|
67,301
|
|
||||
Net income attributable to Ares Management Corporation
|
33,331
|
|
|
15,910
|
|
|
110,419
|
|
|
45,083
|
|
||||
Less: Series A Preferred Stock dividends paid
|
5,425
|
|
|
5,425
|
|
|
16,275
|
|
|
16,275
|
|
||||
Net income attributable to Ares Management Corporation Class A common stockholders
|
$
|
27,906
|
|
|
$
|
10,485
|
|
|
$
|
94,144
|
|
|
$
|
28,808
|
|
Net income attributable to Ares Management Corporation per share of Class A common stock
|
|
|
|
|
|
|
|
||||||||
Basic
|
$
|
0.24
|
|
|
$
|
0.09
|
|
|
$
|
0.84
|
|
|
$
|
0.25
|
|
Diluted
|
$
|
0.23
|
|
|
$
|
0.09
|
|
|
$
|
0.81
|
|
|
$
|
0.25
|
|
Weighted-average shares of Class A common stock:(1)
|
|
|
|
|
|
|
|
||||||||
Basic
|
108,481,929
|
|
|
98,706,419
|
|
|
105,546,219
|
|
|
94,168,582
|
|
||||
Diluted
|
121,890,022
|
|
|
98,706,419
|
|
|
116,418,136
|
|
|
94,168,582
|
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
Net income
|
$
|
91,875
|
|
|
$
|
47,212
|
|
|
$
|
288,329
|
|
|
$
|
135,802
|
|
Other comprehensive income:
|
|
|
|
|
|
|
|
||||||||
Foreign currency translation adjustments, net of tax
|
(9,429
|
)
|
|
(1,919
|
)
|
|
(10,336
|
)
|
|
(8,811
|
)
|
||||
Total comprehensive income
|
82,446
|
|
|
45,293
|
|
|
277,993
|
|
|
126,991
|
|
||||
Less: Comprehensive income attributable to non-controlling interests in Consolidated Funds
|
10,962
|
|
|
12,669
|
|
|
36,779
|
|
|
20,404
|
|
||||
Less: Comprehensive income attributable to non-controlling interests in Ares Operating Group entities
|
40,284
|
|
|
17,359
|
|
|
133,281
|
|
|
64,699
|
|
||||
Comprehensive income attributable to Ares Management Corporation
|
$
|
31,200
|
|
|
$
|
15,265
|
|
|
$
|
107,933
|
|
|
$
|
41,888
|
|
|
Series A Preferred Stock
|
|
Class A Common Stock
|
|
Additional Paid-in-Capital
|
|
Retained Earnings
|
|
Accumulated
Other Comprehensive Income (loss) |
|
Non-Controlling
Interest in Ares Operating Group Entities |
|
Non-Controlling
Interest in Consolidated Funds |
|
Total
Equity |
||||||||||||||||
Balance at December 31, 2018
|
$
|
298,761
|
|
|
$
|
1,016
|
|
|
$
|
326,007
|
|
|
$
|
(29,336
|
)
|
|
$
|
(8,524
|
)
|
|
$
|
302,780
|
|
|
$
|
503,637
|
|
|
$
|
1,394,341
|
|
Relinquished with deconsolidation of funds
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(55
|
)
|
|
(55
|
)
|
||||||||
Changes in ownership interests and related tax benefits
|
—
|
|
|
15
|
|
|
(6,339
|
)
|
|
—
|
|
|
—
|
|
|
(12,073
|
)
|
|
—
|
|
|
(18,397
|
)
|
||||||||
Contributions
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,876
|
|
|
54,035
|
|
|
55,911
|
|
||||||||
Dividends/Distributions
|
(5,425
|
)
|
|
—
|
|
|
—
|
|
|
(35,367
|
)
|
|
—
|
|
|
(40,112
|
)
|
|
(20,736
|
)
|
|
(101,640
|
)
|
||||||||
Net income
|
5,425
|
|
|
—
|
|
|
—
|
|
|
39,524
|
|
|
—
|
|
|
59,003
|
|
|
17,624
|
|
|
121,576
|
|
||||||||
Currency translation adjustment
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,284
|
|
|
1,459
|
|
|
(1,659
|
)
|
|
1,084
|
|
||||||||
Equity compensation
|
—
|
|
|
—
|
|
|
12,637
|
|
|
—
|
|
|
—
|
|
|
14,367
|
|
|
—
|
|
|
27,004
|
|
||||||||
Balance at March 31, 2019
|
298,761
|
|
|
1,031
|
|
|
332,305
|
|
|
(25,179
|
)
|
|
(7,240
|
)
|
|
327,300
|
|
|
552,846
|
|
|
1,479,824
|
|
||||||||
Changes in ownership interests and related tax benefits
|
—
|
|
|
5
|
|
|
(32,128
|
)
|
|
—
|
|
|
—
|
|
|
20,615
|
|
|
—
|
|
|
(11,508
|
)
|
||||||||
Repurchases of Class A common stock
|
—
|
|
|
(4
|
)
|
|
(10,445
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(10,449
|
)
|
||||||||
Contributions
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
61,464
|
|
|
61,464
|
|
||||||||
Dividends/Distributions
|
(5,425
|
)
|
|
—
|
|
|
—
|
|
|
(36,782
|
)
|
|
—
|
|
|
(40,103
|
)
|
|
(10,219
|
)
|
|
(92,529
|
)
|
||||||||
Net income
|
5,425
|
|
|
—
|
|
|
—
|
|
|
26,714
|
|
|
—
|
|
|
34,393
|
|
|
8,346
|
|
|
74,878
|
|
||||||||
Currency translation adjustment
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,639
|
)
|
|
(1,858
|
)
|
|
1,506
|
|
|
(1,991
|
)
|
||||||||
Equity compensation
|
—
|
|
|
—
|
|
|
11,306
|
|
|
—
|
|
|
—
|
|
|
12,535
|
|
|
—
|
|
|
23,841
|
|
||||||||
Stock option exercises
|
—
|
|
|
43
|
|
|
78,751
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
78,794
|
|
||||||||
Balance at June 30, 2019
|
$
|
298,761
|
|
|
$
|
1,075
|
|
|
$
|
379,789
|
|
|
$
|
(35,247
|
)
|
|
$
|
(8,879
|
)
|
|
$
|
352,882
|
|
|
$
|
613,943
|
|
|
$
|
1,602,324
|
|
Changes in ownership interests and related tax benefits
|
—
|
|
|
1
|
|
|
(94,004
|
)
|
|
—
|
|
|
—
|
|
|
95,212
|
|
|
—
|
|
|
1,209
|
|
||||||||
Repurchases of Class A common stock
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
Contributions
|
—
|
|
|
70
|
|
|
206,635
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
49,391
|
|
|
256,096
|
|
||||||||
Dividends/Distributions
|
(5,425
|
)
|
|
—
|
|
|
—
|
|
|
(36,967
|
)
|
|
—
|
|
|
(48,970
|
)
|
|
(34,620
|
)
|
|
(125,982
|
)
|
||||||||
Net income
|
5,425
|
|
|
—
|
|
|
—
|
|
|
27,906
|
|
|
—
|
|
|
42,636
|
|
|
15,908
|
|
|
91,875
|
|
||||||||
Currency translation adjustment
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2,131
|
)
|
|
(2,352
|
)
|
|
(4,946
|
)
|
|
(9,429
|
)
|
||||||||
Equity compensation
|
—
|
|
|
—
|
|
|
10,816
|
|
|
—
|
|
|
—
|
|
|
11,577
|
|
|
—
|
|
|
22,393
|
|
||||||||
Stock option exercises
|
—
|
|
|
1
|
|
|
4,295
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4,296
|
|
||||||||
Balance at September 30, 2019
|
$
|
298,761
|
|
|
$
|
1,147
|
|
|
$
|
507,531
|
|
|
$
|
(44,308
|
)
|
|
$
|
(11,010
|
)
|
|
$
|
450,985
|
|
|
$
|
639,676
|
|
|
$
|
1,842,782
|
|
|
Preferred
Equity |
|
Series A Preferred Stock
|
|
Shareholders'
Equity |
|
Class A Common Stock
|
|
Additional Paid-in-Capital
|
|
Retained Earnings
|
|
Accumulated
Other Comprehensive Income (loss) |
|
Non-Controlling
Interest in Ares Operating Group Entities |
|
|
Non-Controlling
Interest in Consolidated Funds |
|
Total
Equity |
||||||||||||||||||||
Balance at December 31, 2017
|
$
|
298,761
|
|
|
$
|
—
|
|
|
$
|
279,065
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(4,208
|
)
|
|
$
|
358,186
|
|
|
|
$
|
528,488
|
|
|
$
|
1,460,292
|
|
Cumulative effect of the adoption of ASC 606
|
—
|
|
|
—
|
|
|
(10,827
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(17,117
|
)
|
|
|
5,333
|
|
|
(22,611
|
)
|
||||||||||
As adjusted balance at January 1, 2018
|
298,761
|
|
|
—
|
|
|
268,238
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(4,208
|
)
|
|
341,069
|
|
|
|
533,821
|
|
|
1,437,681
|
|
||||||||||
Adoption of ASU 2018-02
|
—
|
|
|
—
|
|
|
1,202
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,202
|
)
|
|
—
|
|
|
|
—
|
|
|
—
|
|
||||||||||
Changes in ownership interests and related tax benefits
|
—
|
|
|
—
|
|
|
(8,351
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
18,810
|
|
|
|
—
|
|
|
10,459
|
|
||||||||||
Contributions
|
—
|
|
|
—
|
|
|
105,441
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
8,000
|
|
|
113,441
|
|
||||||||||
Dividends/Distributions
|
(5,425
|
)
|
|
—
|
|
|
(33,103
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(58,677
|
)
|
|
|
(983
|
)
|
|
(98,188
|
)
|
||||||||||
Net income
|
5,425
|
|
|
—
|
|
|
35,523
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
33,106
|
|
|
|
367
|
|
|
74,421
|
|
||||||||||
Currency translation adjustment
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,409
|
|
|
2,103
|
|
|
|
3,175
|
|
|
6,687
|
|
||||||||||
Equity compensation
|
—
|
|
|
—
|
|
|
8,285
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
12,409
|
|
|
|
—
|
|
|
20,694
|
|
||||||||||
Balance at March 31, 2018
|
298,761
|
|
|
—
|
|
|
377,235
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(4,001
|
)
|
|
348,820
|
|
|
|
544,380
|
|
|
1,565,195
|
|
||||||||||
Changes in ownership interests and related tax benefits
|
—
|
|
|
—
|
|
|
15,816
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(4,711
|
)
|
|
|
—
|
|
|
11,105
|
|
||||||||||
Contributions
|
—
|
|
|
—
|
|
|
842
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
764
|
|
|
|
62,990
|
|
|
64,596
|
|
||||||||||
Dividends/Distributions
|
(5,425
|
)
|
|
—
|
|
|
(36,640
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(53,174
|
)
|
|
|
(34,346
|
)
|
|
(129,585
|
)
|
||||||||||
Net income
|
5,425
|
|
|
—
|
|
|
(17,200
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
16,062
|
|
|
|
9,882
|
|
|
14,169
|
|
||||||||||
Currency translation adjustment
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2,757
|
)
|
|
(3,931
|
)
|
|
|
(5,689
|
)
|
|
(12,377
|
)
|
||||||||||
Equity compensation
|
—
|
|
|
—
|
|
|
9,928
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
12,218
|
|
|
|
—
|
|
|
22,146
|
|
||||||||||
Balance at June 30, 2018
|
298,761
|
|
|
—
|
|
|
349,981
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(6,758
|
)
|
|
316,048
|
|
|
|
577,217
|
|
|
1,535,249
|
|
||||||||||
Changes in ownership interests and related tax benefits
|
—
|
|
|
—
|
|
|
(34,678
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3,499
|
|
|
|
—
|
|
|
(31,179
|
)
|
||||||||||
Contributions
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
917
|
|
|
|
—
|
|
|
917
|
|
||||||||||
Dividends/Distributions
|
(5,425
|
)
|
|
—
|
|
|
(34,667
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(30,928
|
)
|
|
|
(11,466
|
)
|
|
(82,486
|
)
|
||||||||||
Net income
|
5,425
|
|
|
—
|
|
|
10,485
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
18,133
|
|
|
|
13,169
|
|
|
47,212
|
|
||||||||||
Currency translation adjustment
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(645
|
)
|
|
(774
|
)
|
|
|
(500
|
)
|
|
(1,919
|
)
|
||||||||||
Equity compensation
|
—
|
|
|
—
|
|
|
10,600
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
12,925
|
|
|
|
—
|
|
|
23,525
|
|
||||||||||
Balance at September 30, 2018
|
298,761
|
|
|
—
|
|
|
301,721
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(7,403
|
)
|
|
319,820
|
|
|
|
578,420
|
|
|
1,491,319
|
|
||||||||||
Consolidation of a new fund
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
42,942
|
|
|
42,942
|
|
||||||||||
Changes in ownership interests and related tax benefits
|
—
|
|
|
—
|
|
|
501
|
|
|
—
|
|
|
9,140
|
|
|
—
|
|
|
—
|
|
|
(1,237
|
)
|
|
|
—
|
|
|
8,404
|
|
||||||||||
Contributions
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,447
|
|
|
|
19
|
|
|
1,466
|
|
||||||||||
Dividends/Distributions
|
—
|
|
|
(5,425
|
)
|
|
(91
|
)
|
|
—
|
|
|
—
|
|
|
(30,348
|
)
|
|
—
|
|
|
(35,018
|
)
|
|
|
(112,915
|
)
|
|
(183,797
|
)
|
||||||||||
Net income
|
—
|
|
|
5,425
|
|
|
5,500
|
|
|
—
|
|
|
—
|
|
|
1,012
|
|
|
—
|
|
|
7,306
|
|
|
|
(2,906
|
)
|
|
16,337
|
|
||||||||||
Currency translation adjustment
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,121
|
)
|
|
(1,335
|
)
|
|
|
(1,923
|
)
|
|
(4,379
|
)
|
||||||||||
Equity compensation
|
—
|
|
|
—
|
|
|
7,432
|
|
|
—
|
|
|
2,820
|
|
|
—
|
|
|
—
|
|
|
11,797
|
|
|
|
—
|
|
|
22,049
|
|
||||||||||
Reclassifications resulting from conversion to a corporation
|
(298,761
|
)
|
|
298,761
|
|
|
(315,063
|
)
|
|
1,016
|
|
|
314,047
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
||||||||||
Balance at December 31, 2018
|
$
|
—
|
|
|
$
|
298,761
|
|
|
$
|
—
|
|
|
$
|
1,016
|
|
|
$
|
326,007
|
|
|
$
|
(29,336
|
)
|
|
$
|
(8,524
|
)
|
|
$
|
302,780
|
|
|
|
$
|
503,637
|
|
|
$
|
1,394,341
|
|
|
For the Nine Months Ended September 30,
|
||||||
|
2019
|
|
2018
|
||||
Cash flows from operating activities:
|
|
|
|
||||
Net income
|
$
|
288,329
|
|
|
$
|
135,802
|
|
Adjustments to reconcile net income to net cash used in operating activities
|
59,736
|
|
|
268,526
|
|
||
Adjustments to reconcile net income to net cash used in operating activities allocable to non-controlling interests in Consolidated Funds
|
(1,826,610
|
)
|
|
(2,181,999
|
)
|
||
Cash flows due to changes in operating assets and liabilities
|
19,038
|
|
|
90,140
|
|
||
Cash flows due to changes in operating assets and liabilities allocable to non-controlling interests in Consolidated Funds
|
(220,577
|
)
|
|
(35,683
|
)
|
||
Net cash used in operating activities
|
(1,680,084
|
)
|
|
(1,723,214
|
)
|
||
Cash flows from investing activities:
|
|
|
|
|
|
||
Purchase of furniture, equipment and leasehold improvements, net
|
(12,073
|
)
|
|
(14,437
|
)
|
||
Net cash used in investing activities
|
(12,073
|
)
|
|
(14,437
|
)
|
||
Cash flows from financing activities:
|
|
|
|
|
|
||
Proceeds from issuance of Class A common stock
|
206,705
|
|
|
105,333
|
|
||
Proceeds from credit facility
|
265,000
|
|
|
410,000
|
|
||
Proceeds from term notes
|
—
|
|
|
44,050
|
|
||
Repayments of credit facility
|
(500,000
|
)
|
|
(515,000
|
)
|
||
Repayments of term loans
|
—
|
|
|
(206,089
|
)
|
||
Dividends and distributions
|
(238,301
|
)
|
|
(247,189
|
)
|
||
Series A Preferred Stock dividends and distributions
|
(16,275
|
)
|
|
(16,275
|
)
|
||
Repurchases of Class A common stock
|
(10,449
|
)
|
|
—
|
|
||
Stock option exercises
|
83,090
|
|
|
950
|
|
||
Taxes paid related to net share settlement of equity awards
|
(32,022
|
)
|
|
(17,376
|
)
|
||
Other financing activities
|
(3,240
|
)
|
|
1,681
|
|
||
Allocable to non-controlling interests in Consolidated Funds:
|
|
|
|
|
|
||
Contributions from non-controlling interests in Consolidated Funds
|
164,890
|
|
|
70,990
|
|
||
Distributions to non-controlling interests in Consolidated Funds
|
(65,575
|
)
|
|
(46,795
|
)
|
||
Borrowings under loan obligations by Consolidated Funds
|
2,482,341
|
|
|
3,135,421
|
|
||
Repayments under loan obligations by Consolidated Funds
|
(585,496
|
)
|
|
(986,699
|
)
|
||
Net cash provided by financing activities
|
1,750,668
|
|
|
1,733,002
|
|
||
Effect of exchange rate changes
|
(16,555
|
)
|
|
7,912
|
|
||
Net change in cash and cash equivalents
|
41,956
|
|
|
3,263
|
|
||
Cash and cash equivalents, beginning of period
|
110,247
|
|
|
118,929
|
|
||
Cash and cash equivalents, end of period
|
$
|
152,203
|
|
|
$
|
122,192
|
|
|
Weighted Average Amortization Period as of September 30, 2019
|
|
As of September 30,
|
|
As of December 31,
|
||||
|
|
2019
|
|
2018
|
|||||
Management contracts
|
2.4 years
|
|
$
|
12,498
|
|
|
$
|
42,335
|
|
Client relationships
|
8.8 years
|
|
6,341
|
|
|
38,600
|
|
||
Trade name
|
2.8 years
|
|
378
|
|
|
3,200
|
|
||
Intangible assets
|
|
|
19,217
|
|
|
84,135
|
|
||
Less: accumulated amortization
|
|
|
(10,837
|
)
|
|
(52,701
|
)
|
||
Intangible assets, net
|
|
|
$
|
8,380
|
|
|
$
|
31,434
|
|
|
Credit
|
|
Private
Equity |
|
Real
Estate |
|
Total
|
||||||||
Balance as of December 31, 2018
|
$
|
32,196
|
|
|
$
|
58,600
|
|
|
$
|
52,990
|
|
|
$
|
143,786
|
|
Foreign currency translation
|
—
|
|
|
—
|
|
|
(65
|
)
|
|
(65
|
)
|
||||
Balance as of September 30, 2019
|
$
|
32,196
|
|
|
$
|
58,600
|
|
|
$
|
52,925
|
|
|
$
|
143,721
|
|
|
|
|
Percentage of total investments as of
|
||||||||||
|
September 30,
|
|
December 31,
|
|
September 30,
|
|
December 31,
|
||||||
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||
Private Investment Partnership Interests and Other:
|
|
|
|
|
|
|
|
||||||
Equity method private investment partnership interests - principal (1)
|
$
|
379,338
|
|
|
$
|
357,655
|
|
|
21.3
|
%
|
|
27.0
|
%
|
Equity method - carried interest (1)
|
1,250,191
|
|
|
841,079
|
|
|
70.2
|
%
|
|
63.4
|
%
|
||
Equity method private investment partnership interests and other (held at fair value)
|
49,162
|
|
|
46,450
|
|
|
2.8
|
%
|
|
3.5
|
%
|
||
Equity method private investment partnership interests and other
|
17,497
|
|
|
18,845
|
|
|
1.0
|
%
|
|
1.4
|
%
|
||
Total private investment partnership interests and other
|
1,696,188
|
|
|
1,264,029
|
|
|
95.3
|
%
|
|
95.3
|
%
|
||
Collateralized loan obligations
|
23,417
|
|
|
20,824
|
|
|
1.3
|
%
|
|
1.6
|
%
|
||
Other fixed income
|
59,096
|
|
|
40,000
|
|
|
3.3
|
%
|
|
3.0
|
%
|
||
Collateralized loan obligations and other fixed income, at fair value
|
82,513
|
|
|
60,824
|
|
|
4.6
|
%
|
|
4.6
|
%
|
||
Common stock, at fair value
|
1,163
|
|
|
1,284
|
|
|
0.1
|
%
|
|
0.1
|
%
|
||
Total investments
|
$
|
1,779,864
|
|
|
$
|
1,326,137
|
|
|
|
|
|
|
|
|
(1)
|
Investment or portion of the investment is denominated in foreign currency and is translated into U.S. dollars at each reporting date.
|
|
Fair value at
|
|
Fair value as a percentage of total investments as of
|
||||||||||
|
September 30,
|
|
December 31,
|
|
September 30,
|
|
December 31,
|
||||||
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||
Fixed income investments:
|
|
|
|
|
|
|
|
||||||
Bonds
|
$
|
205,727
|
|
|
$
|
318,499
|
|
|
2.5
|
%
|
|
4.3
|
%
|
Loans
|
7,614,571
|
|
|
6,886,749
|
|
|
92.1
|
%
|
|
89.8
|
%
|
||
Total fixed income investments
|
7,820,298
|
|
|
7,205,248
|
|
|
94.6
|
%
|
|
94.1
|
%
|
||
Equity securities
|
152,026
|
|
|
196,470
|
|
|
1.8
|
%
|
|
2.4
|
%
|
||
Partnership interests
|
299,157
|
|
|
271,447
|
|
|
3.6
|
%
|
|
3.5
|
%
|
||
Total investments, at fair value
|
$
|
8,271,481
|
|
|
$
|
7,673,165
|
|
|
|
|
|
•
|
Level I—Quoted prices in active markets for identical instruments.
|
•
|
Level II—Quoted prices for similar instruments in active markets; quoted prices for identical or similar instruments in inactive markets; and model‑derived valuations with directly or indirectly observable significant inputs. Level II inputs include prices in markets with few transactions, non-current prices, prices for which little public information exists or prices that vary substantially over time or among brokered market makers. Other inputs include interest rates, yield curves, volatilities, prepayment risks, loss severities, credit risks and default rates.
|
•
|
Level III—Valuations that rely on one or more significant unobservable inputs. These inputs reflect the Company’s assessment of the assumptions that market participants would use to value the instrument based on the best information available.
|
Financial Instruments of the Company
|
|
Level I
|
|
Level II
|
|
Level III
|
|
Investments
Measured at NAV |
|
Total
|
||||||||||
Assets, at fair value
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Investments:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Collateralized loan obligations and other fixed income
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
82,513
|
|
|
$
|
—
|
|
|
$
|
82,513
|
|
Common stock and other equity securities
|
|
128
|
|
|
1,035
|
|
|
12,397
|
|
|
—
|
|
|
13,560
|
|
|||||
Partnership interests
|
|
—
|
|
|
—
|
|
|
35,192
|
|
|
1,573
|
|
|
36,765
|
|
|||||
Total investments, at fair value
|
|
128
|
|
|
1,035
|
|
|
130,102
|
|
|
1,573
|
|
|
132,838
|
|
|||||
Derivatives—foreign exchange contracts
|
|
—
|
|
|
4,201
|
|
|
—
|
|
|
—
|
|
|
4,201
|
|
|||||
Total assets, at fair value
|
|
$
|
128
|
|
|
$
|
5,236
|
|
|
$
|
130,102
|
|
|
$
|
1,573
|
|
|
$
|
137,039
|
|
Liabilities, at fair value
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Derivatives—foreign exchange contracts
|
|
$
|
—
|
|
|
$
|
(163
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(163
|
)
|
Total liabilities, at fair value
|
|
$
|
—
|
|
|
$
|
(163
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(163
|
)
|
Financial Instruments of the Consolidated Funds
|
|
Level I
|
|
Level II
|
|
Level III
|
|
Total
|
||||||||
Assets, at fair value
|
|
|
|
|
|
|
|
|
||||||||
Investments:
|
|
|
|
|
|
|
|
|
||||||||
Fixed income investments:
|
|
|
|
|
|
|
|
|
||||||||
Bonds
|
|
$
|
—
|
|
|
$
|
197,204
|
|
|
$
|
8,523
|
|
|
$
|
205,727
|
|
Loans
|
|
—
|
|
|
7,337,934
|
|
|
276,637
|
|
|
7,614,571
|
|
||||
Total fixed income investments
|
|
—
|
|
|
7,535,138
|
|
|
285,160
|
|
|
7,820,298
|
|
||||
Equity securities
|
|
37,185
|
|
|
—
|
|
|
114,841
|
|
|
152,026
|
|
||||
Partnership interests
|
|
—
|
|
|
—
|
|
|
299,157
|
|
|
299,157
|
|
||||
Total investments, at fair value
|
|
37,185
|
|
|
7,535,138
|
|
|
699,158
|
|
|
8,271,481
|
|
||||
Derivatives:
|
|
|
|
|
|
|
|
|
||||||||
Foreign exchange contracts
|
|
—
|
|
|
1,042
|
|
|
—
|
|
|
1,042
|
|
||||
Asset swaps - other
|
|
—
|
|
|
—
|
|
|
236
|
|
|
236
|
|
||||
Total assets, at fair value
|
|
$
|
37,185
|
|
|
$
|
7,536,180
|
|
|
$
|
699,394
|
|
|
$
|
8,272,759
|
|
Liabilities, at fair value
|
|
|
|
|
|
|
|
|
||||||||
Foreign exchange contracts
|
|
$
|
—
|
|
|
$
|
(1,025
|
)
|
|
$
|
—
|
|
|
$
|
(1,025
|
)
|
Asset swaps - other
|
|
—
|
|
|
—
|
|
|
(2,788
|
)
|
|
(2,788
|
)
|
||||
Loan obligations of CLOs
|
|
—
|
|
|
(7,407,720
|
)
|
|
—
|
|
|
(7,407,720
|
)
|
||||
Total liabilities, at fair value
|
|
$
|
—
|
|
|
$
|
(7,408,745
|
)
|
|
$
|
(2,788
|
)
|
|
$
|
(7,411,533
|
)
|
Financial Instruments of the Company
|
|
Level I
|
|
Level II
|
|
Level III
|
|
Investments
Measured at NAV |
|
Total
|
||||||||||
Assets, at fair value
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Investments:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Collateralized loan obligations and other fixed income
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
60,824
|
|
|
$
|
—
|
|
|
$
|
60,824
|
|
Common stock and other equity securities
|
|
280
|
|
|
1,004
|
|
|
10,397
|
|
|
—
|
|
|
11,681
|
|
|||||
Partnership interests
|
|
—
|
|
|
—
|
|
|
35,192
|
|
|
861
|
|
|
36,053
|
|
|||||
Total investments, at fair value
|
|
280
|
|
|
1,004
|
|
|
106,413
|
|
|
861
|
|
|
108,558
|
|
|||||
Derivatives-foreign exchange contracts
|
|
—
|
|
|
1,066
|
|
|
—
|
|
|
—
|
|
|
1,066
|
|
|||||
Total assets, at fair value
|
|
$
|
280
|
|
|
$
|
2,070
|
|
|
$
|
106,413
|
|
|
$
|
861
|
|
|
$
|
109,624
|
|
Liabilities, at fair value
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Derivatives—foreign exchange contracts
|
|
$
|
—
|
|
|
$
|
(869
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(869
|
)
|
Total liabilities, at fair value
|
|
$
|
—
|
|
|
$
|
(869
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(869
|
)
|
Financial Instruments of the Consolidated Funds
|
|
Level I
|
|
Level II
|
|
Level III
|
|
Total
|
||||||||
Assets, at fair value
|
|
|
|
|
|
|
|
|
||||||||
Investments:
|
|
|
|
|
|
|
|
|
||||||||
Fixed income investments:
|
|
|
|
|
|
|
|
|
||||||||
Bonds
|
|
$
|
—
|
|
|
$
|
316,850
|
|
|
$
|
1,649
|
|
|
$
|
318,499
|
|
Loans
|
|
—
|
|
|
6,340,440
|
|
|
546,309
|
|
|
6,886,749
|
|
||||
Total fixed income investments
|
|
—
|
|
|
6,657,290
|
|
|
547,958
|
|
|
7,205,248
|
|
||||
Equity securities
|
|
45,718
|
|
|
—
|
|
|
150,752
|
|
|
196,470
|
|
||||
Partnership interests
|
|
—
|
|
|
—
|
|
|
271,447
|
|
|
271,447
|
|
||||
Total investments, at fair value
|
|
45,718
|
|
|
6,657,290
|
|
|
970,157
|
|
|
7,673,165
|
|
||||
Derivatives:
|
|
|
|
|
|
|
|
|
||||||||
Foreign exchange contracts
|
|
—
|
|
|
1,881
|
|
|
—
|
|
|
1,881
|
|
||||
Asset swaps - other
|
|
—
|
|
|
—
|
|
|
1,328
|
|
|
1,328
|
|
||||
Total derivative assets, at fair value
|
|
—
|
|
|
1,881
|
|
|
1,328
|
|
|
3,209
|
|
||||
Total assets, at fair value
|
|
$
|
45,718
|
|
|
$
|
6,659,171
|
|
|
$
|
971,485
|
|
|
$
|
7,676,374
|
|
Liabilities, at fair value
|
|
|
|
|
|
|
|
|
||||||||
Foreign exchange contracts
|
|
$
|
—
|
|
|
$
|
(1,864
|
)
|
|
$
|
—
|
|
|
(1,864
|
)
|
|
Asset swaps - other
|
|
—
|
|
|
—
|
|
|
(648
|
)
|
|
(648
|
)
|
||||
Loan obligations of CLOs
|
|
—
|
|
|
(6,678,091
|
)
|
|
—
|
|
|
(6,678,091
|
)
|
||||
Total liabilities, at fair value
|
|
$
|
—
|
|
|
$
|
(6,679,955
|
)
|
|
$
|
(648
|
)
|
|
$
|
(6,680,603
|
)
|
|
|
Level III Assets
|
||||||||||||||
Level III Assets of the Company
|
|
Equity
Securities
|
|
Fixed Income
|
|
Partnership
Interests |
|
Total
|
||||||||
Balance, beginning of period
|
|
$
|
12,397
|
|
|
$
|
64,051
|
|
|
$
|
35,192
|
|
|
$
|
111,640
|
|
Purchases(1)
|
|
—
|
|
|
25,010
|
|
|
—
|
|
|
25,010
|
|
||||
Sales/settlements(2)
|
|
—
|
|
|
(5,243
|
)
|
|
—
|
|
|
(5,243
|
)
|
||||
Realized and unrealized depreciation, net
|
|
—
|
|
|
(1,305
|
)
|
|
—
|
|
|
(1,305
|
)
|
||||
Balance, end of period
|
|
$
|
12,397
|
|
|
$
|
82,513
|
|
|
$
|
35,192
|
|
|
$
|
130,102
|
|
Increase in net unrealized depreciation included in earnings related to financial assets still held at the reporting date
|
|
$
|
—
|
|
|
$
|
(1,357
|
)
|
|
$
|
—
|
|
|
$
|
(1,357
|
)
|
|
Level III Assets of Consolidated Funds
|
|
Equity
Securities
|
|
Fixed
Income
|
|
Partnership
Interests |
|
Derivatives, Net
|
|
Total
|
||||||||||
Balance, beginning of period
|
|
$
|
131,732
|
|
|
$
|
274,412
|
|
|
$
|
293,857
|
|
|
$
|
58
|
|
|
$
|
700,059
|
|
Transfer in
|
|
—
|
|
|
122,554
|
|
|
—
|
|
|
—
|
|
|
122,554
|
|
|||||
Transfer out
|
|
—
|
|
|
(103,148
|
)
|
|
—
|
|
|
—
|
|
|
(103,148
|
)
|
|||||
Purchases(1)
|
|
710
|
|
|
95,011
|
|
|
2,000
|
|
|
—
|
|
|
97,721
|
|
|||||
Sales/settlements(2)
|
|
(13,597
|
)
|
|
(102,198
|
)
|
|
(5,000
|
)
|
|
(1,848
|
)
|
|
(122,643
|
)
|
|||||
Amortized discounts/premiums
|
|
—
|
|
|
107
|
|
|
—
|
|
|
(17
|
)
|
|
90
|
|
|||||
Realized and unrealized appreciation (depreciation), net
|
|
(4,004
|
)
|
|
(1,578
|
)
|
|
8,300
|
|
|
(745
|
)
|
|
1,973
|
|
|||||
Balance, end of period
|
|
$
|
114,841
|
|
|
$
|
285,160
|
|
|
$
|
299,157
|
|
|
$
|
(2,552
|
)
|
|
$
|
696,606
|
|
Increase (decrease) in net unrealized appreciation/depreciation included in earnings related to financial assets still held at the reporting date
|
|
$
|
(3,582
|
)
|
|
$
|
(765
|
)
|
|
$
|
8,300
|
|
|
$
|
(1,023
|
)
|
|
$
|
2,930
|
|
|
(1)
|
Purchases include paid‑in‑kind interest and securities received in connection with restructurings.
|
(2)
|
Sales/settlements include distributions, principal redemptions and securities disposed of in connection with restructurings.
|
|
|
Level III Assets
|
||||||||||||||
Level III Assets of the Company
|
|
Equity
Securities
|
|
Fixed Income
|
|
Partnership
Interests |
|
Total
|
||||||||
Balance, beginning of period
|
|
$
|
10,397
|
|
|
$
|
60,824
|
|
|
$
|
35,192
|
|
|
$
|
106,413
|
|
Deconsolidation of fund
|
|
—
|
|
|
10,021
|
|
|
—
|
|
|
10,021
|
|
||||
Purchases(1)
|
|
2,000
|
|
|
27,157
|
|
|
—
|
|
|
29,157
|
|
||||
Sales/settlements(2)
|
|
—
|
|
|
(16,413
|
)
|
|
—
|
|
|
(16,413
|
)
|
||||
Realized and unrealized appreciation, net
|
|
—
|
|
|
924
|
|
|
—
|
|
|
924
|
|
||||
Balance, end of period
|
|
$
|
12,397
|
|
|
$
|
82,513
|
|
|
$
|
35,192
|
|
|
$
|
130,102
|
|
Increase in net unrealized appreciation included in earnings related to financial assets still held at the reporting date
|
|
$
|
—
|
|
|
$
|
1,121
|
|
|
$
|
—
|
|
|
$
|
1,121
|
|
|
Level III Assets of Consolidated Funds
|
|
Equity
Securities
|
|
Fixed
Income
|
|
Partnership
Interests |
|
Derivatives, Net
|
|
Total
|
||||||||||
Balance, beginning of period
|
|
$
|
150,752
|
|
|
$
|
547,958
|
|
|
$
|
271,447
|
|
|
$
|
680
|
|
|
$
|
970,837
|
|
Deconsolidation of fund
|
|
(10,325
|
)
|
|
(174,593
|
)
|
|
—
|
|
|
—
|
|
|
(184,918
|
)
|
|||||
Transfer in
|
|
—
|
|
|
85,179
|
|
|
—
|
|
|
—
|
|
|
85,179
|
|
|||||
Transfer out
|
|
—
|
|
|
(199,498
|
)
|
|
—
|
|
|
—
|
|
|
(199,498
|
)
|
|||||
Purchases(1)
|
|
11,595
|
|
|
282,190
|
|
|
10,000
|
|
|
—
|
|
|
303,785
|
|
|||||
Sales/settlements(2)
|
|
(18,734
|
)
|
|
(260,422
|
)
|
|
(7,000
|
)
|
|
(2,424
|
)
|
|
(288,580
|
)
|
|||||
Amortized discounts/premiums
|
|
—
|
|
|
17
|
|
|
—
|
|
|
4
|
|
|
21
|
|
|||||
Realized and unrealized appreciation (depreciation), net
|
|
(18,447
|
)
|
|
4,329
|
|
|
24,710
|
|
|
(812
|
)
|
|
9,780
|
|
|||||
Balance, end of period
|
|
$
|
114,841
|
|
|
$
|
285,160
|
|
|
$
|
299,157
|
|
|
$
|
(2,552
|
)
|
|
$
|
696,606
|
|
Increase (decrease) in net unrealized appreciation/depreciation included in earnings related to financial assets still held at the reporting date
|
|
$
|
(18,018
|
)
|
|
$
|
1,017
|
|
|
$
|
24,710
|
|
|
$
|
(1,031
|
)
|
|
$
|
6,678
|
|
|
(1)
|
Purchases include paid‑in‑kind interest and securities received in connection with restructurings.
|
(2)
|
Sales/settlements include distributions, principal redemptions and securities disposed of in connection with restructurings.
|
|
|
Level III Assets
|
||||||||||||||
Level III Assets of the Company
|
|
Equity
Securities
|
|
Fixed Income
|
|
Partnership
Interests |
|
Total
|
||||||||
Balance, beginning of period
|
|
$
|
—
|
|
|
$
|
22,125
|
|
|
$
|
47,219
|
|
|
$
|
69,344
|
|
Transfer in
|
|
500
|
|
|
—
|
|
|
—
|
|
|
500
|
|
||||
Purchases(1)
|
|
750
|
|
|
2,314
|
|
|
—
|
|
|
3,064
|
|
||||
Sales/settlements(2)
|
|
—
|
|
|
(1,976
|
)
|
|
—
|
|
|
(1,976
|
)
|
||||
Realized and unrealized appreciation (depreciation), net
|
|
9,147
|
|
|
185
|
|
|
(5,390
|
)
|
|
3,942
|
|
||||
Balance, end of period
|
|
$
|
10,397
|
|
|
$
|
22,648
|
|
|
$
|
41,829
|
|
|
$
|
74,874
|
|
Increase (decrease) in net unrealized appreciation/depreciation included in earnings related to financial assets still held at the reporting date
|
|
$
|
9,147
|
|
|
$
|
220
|
|
|
$
|
(5,390
|
)
|
|
$
|
3,977
|
|
Level III Assets of Consolidated Funds
|
|
Equity
Securities
|
|
Fixed
Income
|
|
Partnership Interests
|
|
Derivatives, Net
|
|
Total
|
||||||||||
Balance, beginning of period
|
|
$
|
184,583
|
|
|
$
|
482,375
|
|
|
$
|
251,608
|
|
|
$
|
230
|
|
|
$
|
918,796
|
|
Transfer in
|
|
—
|
|
|
118,624
|
|
|
—
|
|
|
124
|
|
|
118,748
|
|
|||||
Transfer out
|
|
—
|
|
|
(264,659
|
)
|
|
—
|
|
|
—
|
|
|
(264,659
|
)
|
|||||
Purchases(1)
|
|
—
|
|
|
124,784
|
|
|
9,000
|
|
|
—
|
|
|
133,784
|
|
|||||
Sales/settlements(2)
|
|
—
|
|
|
(78,395
|
)
|
|
—
|
|
|
799
|
|
|
(77,596
|
)
|
|||||
Amortized discounts/premiums
|
|
—
|
|
|
(46
|
)
|
|
—
|
|
|
4
|
|
|
(42
|
)
|
|||||
Realized and unrealized appreciation (depreciation), net
|
|
(4,224
|
)
|
|
1,350
|
|
|
9,174
|
|
|
(336
|
)
|
|
5,964
|
|
|||||
Balance, end of period
|
|
$
|
180,359
|
|
|
$
|
384,033
|
|
|
$
|
269,782
|
|
|
$
|
821
|
|
|
$
|
834,995
|
|
Increase (decrease) in net unrealized appreciation/depreciation included in earnings related to financial assets still held at the reporting date
|
|
$
|
(13,164
|
)
|
|
$
|
3,468
|
|
|
$
|
—
|
|
|
$
|
125
|
|
|
$
|
(9,571
|
)
|
|
(1)
|
Purchases include paid‑in‑kind interest and securities received in connection with restructurings.
|
(2)
|
Sales/settlements include distributions, principal redemptions and securities disposed of in connection with restructurings.
|
|
|
Level III Assets
|
||||||||||||||
Level III Assets of the Company
|
|
Equity
Securities
|
|
Fixed Income
|
|
Partnership
Interests |
|
Total
|
||||||||
Balance, beginning of period
|
|
$
|
—
|
|
|
$
|
195,158
|
|
|
$
|
44,769
|
|
|
$
|
239,927
|
|
Deconsolidation of fund
|
|
—
|
|
|
78
|
|
|
—
|
|
|
78
|
|
||||
Transfer in
|
|
250
|
|
|
|
|
|
|
250
|
|
||||||
Purchases(1)
|
|
1,000
|
|
|
51,045
|
|
|
—
|
|
|
52,045
|
|
||||
Sales/settlements(2)
|
|
—
|
|
|
(222,546
|
)
|
|
—
|
|
|
(222,546
|
)
|
||||
Realized and unrealized appreciation (depreciation), net
|
|
9,147
|
|
|
(1,087
|
)
|
|
(2,940
|
)
|
|
5,120
|
|
||||
Balance, end of period
|
|
$
|
10,397
|
|
|
$
|
22,648
|
|
|
$
|
41,829
|
|
|
$
|
74,874
|
|
Increase (decrease) in net unrealized appreciation/depreciation included in earnings related to financial assets still held at the reporting date
|
|
$
|
9,147
|
|
|
$
|
(648
|
)
|
|
$
|
(2,940
|
)
|
|
$
|
5,559
|
|
Level III Assets of Consolidated Funds
|
|
Equity
Securities
|
|
Fixed
Income
|
|
Partnership Interests
|
|
Derivatives, Net
|
|
Total
|
||||||||||
Balance, beginning of period
|
|
$
|
162,577
|
|
|
$
|
267,889
|
|
|
$
|
232,332
|
|
|
$
|
904
|
|
|
$
|
663,702
|
|
Deconsolidation of fund
|
|
—
|
|
|
(233
|
)
|
|
—
|
|
|
—
|
|
|
(233
|
)
|
|||||
Transfer in
|
|
—
|
|
|
68,665
|
|
|
—
|
|
|
—
|
|
|
68,665
|
|
|||||
Transfer out
|
|
—
|
|
|
(49,463
|
)
|
|
—
|
|
|
—
|
|
|
(49,463
|
)
|
|||||
Purchases(1)
|
|
—
|
|
|
262,278
|
|
|
25,000
|
|
|
—
|
|
|
287,278
|
|
|||||
Sales/settlements(2)
|
|
—
|
|
|
(163,559
|
)
|
|
—
|
|
|
606
|
|
|
(162,953
|
)
|
|||||
Amortized discounts/premiums
|
|
—
|
|
|
(62
|
)
|
|
—
|
|
|
(10
|
)
|
|
(72
|
)
|
|||||
Realized and unrealized appreciation (depreciation), net
|
|
17,782
|
|
|
(1,482
|
)
|
|
12,450
|
|
|
(679
|
)
|
|
28,071
|
|
|||||
Balance, end of period
|
|
$
|
180,359
|
|
|
$
|
384,033
|
|
|
$
|
269,782
|
|
|
$
|
821
|
|
|
$
|
834,995
|
|
Increase (decrease) in net unrealized appreciation/depreciation included in earnings related to financial assets still held at the reporting date
|
|
$
|
17,782
|
|
|
$
|
593
|
|
|
$
|
12,450
|
|
|
$
|
(863
|
)
|
|
$
|
29,962
|
|
|
(1)
|
Purchases include paid‑in‑kind interest and securities received in connection with restructurings.
|
(2)
|
Sales/settlements include distributions, principal redemptions and securities disposed of in connection with restructurings.
|
Level III Measurements of the Company
|
|
Fair Value
|
|
Valuation Technique(s)
|
|
Significant Unobservable Input(s)
|
|
Range
|
||
Assets
|
|
|
|
|
|
|
|
|
||
Equity securities
|
|
$
|
12,397
|
|
|
Transaction price(1)
|
|
N/A
|
|
N/A
|
Partnership interests
|
|
35,192
|
|
|
Discounted cash flow
|
|
Discount rate
|
|
8.0%
|
|
Collateralized loan obligations
|
|
23,417
|
|
|
Broker quotes and/or 3rd party pricing services
|
|
N/A
|
|
N/A
|
|
Other fixed income
|
|
59,096
|
|
|
Other
|
|
N/A
|
|
N/A
|
|
Total
|
|
$
|
130,102
|
|
|
|
|
|
|
|
Level III Measurements of the Consolidated Funds
|
|
Fair Value
|
|
Valuation Technique(s)
|
|
Significant Unobservable Input(s)
|
|
Range
|
|
Weighted Average
|
||
Assets
|
|
|
|
|
|
|
|
|
|
|
||
Equity securities
|
|
|
|
|
|
|
|
|
|
|
||
|
|
$
|
719
|
|
|
Enterprise value market multiple analysis
|
|
EBITDA multiple(2)
|
|
9.0x - 21.0x
|
|
14.6x
|
|
|
71,056
|
|
|
Other
|
|
Net income multiple
|
|
35.7x - 39.0x
|
|
37.1x
|
|
|
|
|
|
|
|
|
Illiquidity discount
|
|
25.0%
|
|
25.0%
|
|
|
|
43,066
|
|
|
Transaction price(1)
|
|
N/A
|
|
N/A
|
|
N/A
|
|
Partnership interest
|
|
299,157
|
|
|
Discounted cash flow
|
|
Discount rate
|
|
20.7%
|
|
20.7%
|
|
Fixed income securities
|
|
|
|
|
|
|
|
|
|
|
||
|
|
210,969
|
|
|
Broker quotes and/or 3rd party pricing services
|
|
N/A
|
|
N/A
|
|
N/A
|
|
|
|
74,191
|
|
|
Income approach
|
|
Yield
|
|
4.9% - 13.1%
|
|
9.7%
|
|
Derivative instruments
|
|
236
|
|
|
Broker quotes and/or 3rd party pricing services
|
|
N/A
|
|
N/A
|
|
N/A
|
|
Total assets
|
|
$
|
699,394
|
|
|
|
|
|
|
|
|
|
Liabilities
|
|
|
|
|
|
|
|
|
|
|
||
Derivatives instruments
|
|
$
|
(2,788
|
)
|
|
Broker quotes and/or 3rd party pricing services
|
|
N/A
|
|
N/A
|
|
N/A
|
Total liabilities
|
|
$
|
(2,788
|
)
|
|
|
|
|
|
|
|
|
|
(1)
|
Transaction price consists of securities recently purchased or restructured. The Company determined that there was no change to the valuation based on the underlying assumptions used at the closing of such transactions.
|
(2)
|
“EBITDA” in the table above is a non-GAAP financial measure and refers to earnings before interest, tax, depreciation and amortization.
|
Level III Measurements of the Company
|
|
Fair Value
|
|
Valuation Technique(s)
|
|
Significant Unobservable Input(s)
|
|
Range
|
||
Assets
|
|
|
|
|
|
|
|
|
||
Equity securities
|
|
$
|
10,397
|
|
|
Transaction price(1)
|
|
N/A
|
|
N/A
|
Partnership interests
|
|
35,192
|
|
|
Discounted cash flow
|
|
Discount rate
|
|
8.0%
|
|
Collateralized loan obligations
|
|
20,824
|
|
|
Broker quotes and/or 3rd party pricing services
|
|
N/A
|
|
N/A
|
|
Other fixed income
|
|
40,000
|
|
|
Other
|
|
N/A
|
|
N/A
|
|
Total
|
|
$
|
106,413
|
|
|
|
|
|
|
|
Level III Measurements of the Consolidated Funds
|
|
Fair Value
|
|
Valuation Technique(s)
|
|
Significant Unobservable Input(s)
|
|
Range
|
|
Weighted Average
|
||
Assets
|
|
|
|
|
|
|
|
|
|
|
||
Equity securities
|
|
|
|
|
|
|
|
|
|
|
||
|
|
$
|
23,871
|
|
|
Enterprise value market multiple analysis
|
|
EBITDA multiple(2)
|
|
7.2x - 22.9x
|
|
7.7x
|
|
|
41,562
|
|
|
Other
|
|
Net income multiple
|
|
38.8x
|
|
38.8x
|
|
|
|
|
|
|
|
|
Illiquidity discount
|
|
25.0%
|
|
25.0%
|
|
|
|
271,447
|
|
|
Discounted cash flow
|
|
Discount rate
|
|
20.8%
|
|
20.8%
|
|
|
|
85,319
|
|
|
Transaction price(1)
|
|
N/A
|
|
N/A
|
|
N/A
|
|
Fixed income securities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
441,368
|
|
|
Broker quotes and/or 3rd party pricing services
|
|
N/A
|
|
N/A
|
|
N/A
|
|
|
|
106,590
|
|
|
Income approach
|
|
Yield
|
|
1.0% - 14.8%
|
|
9.6%
|
|
Derivative instruments
|
|
1,328
|
|
|
Broker quotes and/or 3rd party pricing services
|
|
N/A
|
|
N/A
|
|
N/A
|
|
Total assets
|
|
$
|
971,485
|
|
|
|
|
|
|
|
|
|
Liabilities
|
|
|
|
|
|
|
|
|
|
|
||
Derivatives instruments
|
|
$
|
(648
|
)
|
|
Broker quotes and/or 3rd party pricing services
|
|
N/A
|
|
N/A
|
|
N/A
|
Total liabilities
|
|
$
|
(648
|
)
|
|
|
|
|
|
|
|
|
|
(1)
|
Transaction price consists of securities purchased or restructured. The Company determined that there has been no change to the valuation based on the underlying assumptions used at the closing of such transactions.
|
(2)
|
“EBITDA” in the table above is a non-GAAP financial measure and refers to earnings before interest, tax, depreciation and amortization.
|
|
|
As of September 30, 2019
|
|
As of December 31, 2018
|
||||||||||||||||||||||||||||
|
|
Assets
|
|
Liabilities
|
|
Assets
|
|
Liabilities
|
||||||||||||||||||||||||
The Company
|
|
Notional(1)
|
|
Fair Value
|
|
Notional(1)
|
|
Fair Value
|
|
Notional(1)
|
|
Fair Value
|
|
Notional(1)
|
|
Fair Value
|
||||||||||||||||
Foreign exchange contracts
|
|
$
|
102,524
|
|
|
$
|
4,201
|
|
|
$
|
5,065
|
|
|
$
|
163
|
|
|
$
|
33,026
|
|
|
$
|
1,066
|
|
|
$
|
27,140
|
|
|
$
|
869
|
|
Total derivatives, at fair value(2)
|
|
$
|
102,524
|
|
|
$
|
4,201
|
|
|
$
|
5,065
|
|
|
$
|
163
|
|
|
$
|
33,026
|
|
|
$
|
1,066
|
|
|
$
|
27,140
|
|
|
$
|
869
|
|
|
|
As of September 30, 2019
|
|
As of December 31, 2018
|
||||||||||||||||||||||||||||
|
|
Assets
|
|
Liabilities
|
|
Assets
|
|
Liabilities
|
||||||||||||||||||||||||
Consolidated Funds
|
|
Notional(1)
|
|
Fair Value
|
|
Notional(1)
|
|
Fair Value
|
|
Notional(1)
|
|
Fair Value
|
|
Notional(1)
|
|
Fair Value
|
||||||||||||||||
Foreign exchange contracts
|
|
$
|
1,042
|
|
|
$
|
1,042
|
|
|
$
|
1,042
|
|
|
$
|
1,025
|
|
|
$
|
1,881
|
|
|
$
|
1,881
|
|
|
$
|
1,881
|
|
|
$
|
1,864
|
|
Asset swap - other
|
|
2,466
|
|
|
236
|
|
|
4,668
|
|
|
2,788
|
|
|
5,226
|
|
|
1,328
|
|
|
2,605
|
|
|
648
|
|
||||||||
Total derivatives, at fair value(3)
|
|
$
|
3,508
|
|
|
$
|
1,278
|
|
|
$
|
5,710
|
|
|
$
|
3,813
|
|
|
$
|
7,107
|
|
|
$
|
3,209
|
|
|
$
|
4,486
|
|
|
$
|
2,512
|
|
|
(1)
|
Represents the total contractual amount of derivative assets and liabilities outstanding.
|
(2)
|
As of September 30, 2019 and December 31, 2018, the Company had the right to, but elected not to, offset $0.2 million and $0.9 million of its derivative liabilities, respectively.
|
(3)
|
As of September 30, 2019 and December 31, 2018, the Consolidated Funds offset $1.8 million and $5.7 million of their derivative assets and liabilities, respectively.
|
|
|
|
|
|
|
|
As of September 30, 2019
|
|
As of December 31, 2018
|
||||||||||
|
Debt Origination Date
|
|
Maturity
|
|
Original Borrowing Amount
|
|
Carrying
Value |
|
Interest Rate
|
|
Carrying
Value |
|
Interest Rate
|
||||||
Credit Facility(1)
|
Revolver
|
|
3/21/2024
|
|
N/A
|
|
|
$
|
—
|
|
|
N/A
|
|
$
|
235,000
|
|
|
4.00%
|
|
Senior Notes(2)
|
10/8/2014
|
|
10/8/2024
|
|
$
|
250,000
|
|
|
246,442
|
|
|
4.21%
|
|
245,952
|
|
|
4.21%
|
||
Total debt obligations
|
|
|
|
|
|
|
$
|
246,442
|
|
|
|
|
$
|
480,952
|
|
|
|
|
(1)
|
The AOG entities are borrowers under the Credit Facility, which provides a $1.065 billion revolving line of credit. It has a variable interest rate based on LIBOR or a base rate plus an applicable margin with an unused commitment fee paid quarterly, which is subject to change with the Company’s underlying credit agency rating. On March 21, 2019, the Company amended the Credit Facility to, among other things, extend the maturity date from February 2022 to March 2024 and to reduce borrowing costs on the drawn and undrawn amounts. As of September 30, 2019, base rate loans bear interest calculated based on the base rate plus 0.25% and the LIBOR rate loans bear interest calculated based on LIBOR plus 1.25%. The unused commitment fee is 0.15% per annum. There is a base rate and LIBOR floor of zero.
|
(2)
|
The Senior Notes were issued in October 2014 by Ares Finance Co. LLC, a subsidiary of the Company, at 98.268% of the face amount with interest paid semi-annually. The Company may redeem the Senior Notes prior to maturity, subject to the terms of the indenture.
|
|
Credit Facility
|
|
Senior Notes
|
||||
Unamortized debt issuance costs as of December 31, 2018
|
$
|
4,972
|
|
|
$
|
1,334
|
|
Debt issuance costs incurred
|
1,547
|
|
|
—
|
|
||
Amortization of debt issuance costs
|
(991
|
)
|
|
(174
|
)
|
||
Unamortized debt issuance costs as of September 30, 2019
|
$
|
5,528
|
|
|
$
|
1,160
|
|
|
As of September 30, 2019
|
|
As of December 31, 2018
|
||||||||||||||||
|
Loan
Obligations
|
|
Fair Value of
Loan Obligations
|
|
Weighted
Average Remaining Maturity In Years |
|
Loan
Obligations |
|
Fair Value of Loan Obligations
|
|
Weighted
Average
Remaining
Maturity
In Years
|
||||||||
Senior secured notes(1)
|
$
|
7,225,041
|
|
|
$
|
7,162,677
|
|
|
10.99
|
|
$
|
6,642,616
|
|
|
$
|
6,391,643
|
|
|
10.94
|
Subordinated notes(2)
|
393,308
|
|
|
245,043
|
|
|
11.08
|
|
455,333
|
|
|
286,448
|
|
|
11.21
|
||||
Total loan obligations of Consolidated CLOs
|
$
|
7,618,349
|
|
|
$
|
7,407,720
|
|
|
|
|
$
|
7,097,949
|
|
|
$
|
6,678,091
|
|
|
|
|
(1)
|
Original borrowings under the senior secured notes totaled $7.2 billion, with various maturity dates ranging from July 2028 to April 2032. The weighted average interest rate as of September 30, 2019 was 3.06%.
|
(2)
|
Original borrowings under the subordinated notes totaled $393.3 million, with various maturity dates ranging from July 2028 to April 2032. The notes do not have contractual interest rates, instead holders of the notes receive distributions from the excess cash flows generated by each Consolidated CLO.
|
|
|
|
|
|
|
As of September 30, 2019
|
|
As of December 31, 2018
|
|
||||||||||
Consolidated Funds' Debt Facilities
|
|
Maturity Date
|
|
Total Capacity
|
|
Outstanding
Loan(1)
|
|
Effective Rate
|
|
Outstanding Loan(1)
|
|
Effective Rate
|
|
||||||
Credit Facilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
|
|
1/1/2023
|
|
$
|
18,000
|
|
|
$
|
17,550
|
|
|
3.69%
|
|
$
|
14,953
|
|
|
3.98%
|
|
|
|
12/29/2019(2)
|
|
—
|
|
|
—
|
|
|
—%
|
|
43,624
|
|
|
1.55%
|
(3)
|
|||
|
|
3/7/2020
|
|
71,500
|
|
|
71,500
|
|
|
3.47%
|
|
71,500
|
|
|
3.47%
|
|
|||
|
|
6/30/2021
|
|
190,785
|
|
|
11,818
|
|
|
1.00%
|
(3)
|
38,844
|
|
|
1.00%
|
(3)
|
|||
|
|
7/15/2028
|
|
75,000
|
|
|
22,000
|
|
|
4.75%
|
|
39,000
|
|
|
4.75%
|
|
|||
Revolving Term Loan
|
|
1/31/2022
|
|
1,900
|
|
|
1,335
|
|
|
8.07%
|
|
1,363
|
|
|
8.07%
|
|
|||
Total borrowings of Consolidated Funds
|
|
|
|
|
|
$
|
124,203
|
|
|
|
|
$
|
209,284
|
|
|
|
|
|
(1)
|
The fair values of the borrowings approximate the carrying value as the interest rate on the borrowings is a floating rate.
|
(2)
|
On August 27, 2019, the facility was terminated at the Consolidated Fund's discretion.
|
(3)
|
The effective rate is based on the three month EURIBOR or zero, whichever is higher, plus a spread of 1.00% or 1.55%.
|
|
|
Classification
|
|
As of September 30, 2019
|
||
Operating lease assets
|
|
Right-of-use operating lease assets
|
|
$
|
148,170
|
|
Finance lease assets
|
|
Other assets(1)
|
|
1,231
|
|
|
Total lease assets
|
|
|
|
$
|
149,401
|
|
|
|
|
|
|
||
Operating lease liabilities
|
|
Right-of-use operating lease liabilities
|
|
$
|
174,078
|
|
Finance lease obligations
|
|
Accounts payable, accrued expenses and other liabilities
|
|
1,009
|
|
|
Total lease liabilities
|
|
|
|
$
|
175,087
|
|
|
|
|
Classification
|
|
Three months ended September 30, 2019
|
|
Nine months ended September 30, 2019
|
||||
Operating lease expense
|
|
General, administrative and other expenses
|
|
$
|
7,314
|
|
|
$
|
21,463
|
|
Finance lease expense:
|
|
|
|
|
|
|
||||
Amortization of finance lease assets
|
|
General, administrative and other expenses
|
|
89
|
|
|
194
|
|
||
Interest on finance lease liabilities
|
|
Interest expense
|
|
9
|
|
|
30
|
|
||
Total lease expense
|
|
|
|
$
|
7,412
|
|
|
$
|
21,687
|
|
Maturity of lease liabilities
|
|
Operating Leases
|
|
Finance Leases
|
||||
2019
|
|
$
|
8,150
|
|
|
$
|
10
|
|
2020
|
|
30,008
|
|
|
358
|
|
||
2021
|
|
29,132
|
|
|
358
|
|
||
2022
|
|
30,307
|
|
|
329
|
|
||
2023
|
|
26,760
|
|
|
3
|
|
||
After 2023
|
|
74,469
|
|
|
2
|
|
||
Total future payments
|
|
198,826
|
|
|
1,060
|
|
||
Less: interest
|
|
24,748
|
|
|
51
|
|
||
Total lease liabilities
|
|
$
|
174,078
|
|
|
$
|
1,009
|
|
Lease term and discount rate
|
|
As of September 30, 2019
|
|
Weighted-average remaining lease terms (in years):
|
|
|
|
Operating leases
|
|
6.7
|
|
Finance leases
|
|
2.5
|
|
Weighted-average discount rate:
|
|
|
|
Operating leases
|
|
4.00
|
%
|
Finance leases
|
|
3.44
|
%
|
Other information
|
|
Nine months ended September 30, 2019
|
||
Cash paid for amounts included in the measurement of lease liabilities
|
|
|
||
Operating cash flows from operating leases
|
|
$
|
23,273
|
|
Operating cash flows from finance leases
|
|
54
|
|
|
Financing cash flows from finance leases
|
|
283
|
|
|
Leased assets obtained in exchange for new finance lease liabilities
|
|
128
|
|
|
Leased assets obtained in exchange for new operating lease liabilities
|
|
49,833
|
|
|
As of September 30,
|
|
As of December 31,
|
||||
|
2019
|
|
2018
|
||||
Due from affiliates:
|
|
|
|
||||
Management fees receivable from non-consolidated funds
|
$
|
184,262
|
|
|
$
|
151,455
|
|
Payments made on behalf of and amounts due from non-consolidated funds and employees
|
61,014
|
|
|
47,922
|
|
||
Due from affiliates—Company
|
$
|
245,276
|
|
|
$
|
199,377
|
|
Amounts due from portfolio companies and non-consolidated funds
|
$
|
14,978
|
|
|
$
|
17,609
|
|
Due from affiliates—Consolidated Funds
|
$
|
14,978
|
|
|
$
|
17,609
|
|
Due to affiliates:
|
|
|
|
|
|
||
Management fee rebate payable to non-consolidated funds
|
$
|
2,225
|
|
|
$
|
2,105
|
|
Management fees received in advance
|
4,096
|
|
|
5,491
|
|
||
Tax receivable agreement liability
|
24,927
|
|
|
24,927
|
|
||
Undistributed carried interest and incentive fees
|
18,366
|
|
|
31,162
|
|
||
Payments made by non-consolidated funds on behalf of and payable by the Company
|
7,937
|
|
|
18,726
|
|
||
Due to affiliates—Company
|
$
|
57,551
|
|
|
$
|
82,411
|
|
|
For the Three Months Ended
September 30, |
|
For the Nine Months Ended
September 30, |
||||||||
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||
Options
|
9,132,017
|
|
|
19,102,583
|
|
|
10,085,774
|
|
|
19,345,651
|
|
Restricted units
|
7,922,322
|
|
|
15,635,997
|
|
|
9,504,741
|
|
|
15,874,847
|
|
AOG Units
|
116,707,849
|
|
|
119,822,657
|
|
|
116,844,099
|
|
|
122,732,149
|
|
|
For the Three Months Ended
September 30, |
|
For the Nine Months Ended
September 30, |
||||||||||||
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
Net income attributable to Ares Management Corporation Class A common stockholders
|
$
|
27,906
|
|
|
$
|
10,485
|
|
|
$
|
94,144
|
|
|
$
|
28,808
|
|
Distributions on participating unvested restricted units
|
(1,927
|
)
|
|
(1,567
|
)
|
|
(5,630
|
)
|
|
(5,667
|
)
|
||||
Net income available to Class A common stockholders
|
$
|
25,979
|
|
|
$
|
8,918
|
|
|
$
|
88,514
|
|
|
$
|
23,141
|
|
Basic weighted-average shares of Class A common stock
|
108,481,929
|
|
|
98,706,419
|
|
|
105,546,219
|
|
|
94,168,582
|
|
||||
Basic earnings per share of Class A common stock
|
$
|
0.24
|
|
|
$
|
0.09
|
|
|
$
|
0.84
|
|
|
$
|
0.25
|
|
Net income attributable to Ares Management Corporation Class A common stockholders
|
$
|
27,906
|
|
|
$
|
10,485
|
|
|
$
|
94,144
|
|
|
$
|
28,808
|
|
Distributions on unvested restricted units
|
—
|
|
|
(1,567
|
)
|
|
—
|
|
|
(5,667
|
)
|
||||
Net income available to Class A common stockholders
|
$
|
27,906
|
|
|
$
|
8,918
|
|
|
$
|
94,144
|
|
|
$
|
23,141
|
|
Effect of dilutive shares:
|
|
|
|
|
|
|
|
||||||||
Restricted units
|
8,722,690
|
|
|
—
|
|
|
7,140,271
|
|
|
—
|
|
||||
Options
|
4,685,403
|
|
|
—
|
|
|
3,731,646
|
|
|
—
|
|
||||
Diluted weighted-average shares of Class A common stock
|
121,890,022
|
|
|
98,706,419
|
|
|
116,418,136
|
|
|
94,168,582
|
|
||||
Diluted earnings per share of Class A common stock
|
$
|
0.23
|
|
|
$
|
0.09
|
|
|
$
|
0.81
|
|
|
$
|
0.25
|
|
Dividends declared and paid per Class A common stock
|
$
|
0.32
|
|
|
$
|
0.28
|
|
|
$
|
0.96
|
|
|
$
|
1.05
|
|
|
For the Three Months Ended
September 30, |
|
For the Nine Months Ended
September 30, |
||||||||||||
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
Restricted units
|
$
|
21,430
|
|
|
$
|
19,251
|
|
|
$
|
66,226
|
|
|
$
|
55,798
|
|
Restricted units with a market condition
|
911
|
|
|
614
|
|
|
2,702
|
|
|
614
|
|
||||
Options
|
52
|
|
|
3,660
|
|
|
4,310
|
|
|
9,953
|
|
||||
Phantom shares
|
—
|
|
|
415
|
|
|
736
|
|
|
1,169
|
|
||||
Equity-based compensation expense
|
$
|
22,393
|
|
|
$
|
23,940
|
|
|
$
|
73,974
|
|
|
$
|
67,534
|
|
|
Restricted Units
|
|
Weighted Average
Grant Date Fair
Value Per Unit
|
|||
Balance - January 1, 2019
|
16,255,475
|
|
|
$
|
19.21
|
|
Granted
|
4,202,622
|
|
|
20.61
|
|
|
Vested
|
(3,579,050
|
)
|
|
17.95
|
|
|
Forfeited
|
(234,035
|
)
|
|
19.33
|
|
|
Balance - September 30, 2019
|
16,645,012
|
|
|
$
|
19.83
|
|
|
Market Condition Awards Units
|
|
Weighted Average
Grant Date Fair Value Per Unit |
|||
Balance - January 1, 2019
|
1,333,334
|
|
|
$
|
9.30
|
|
Granted
|
—
|
|
|
—
|
|
|
Vested
|
—
|
|
|
—
|
|
|
Forfeited
|
—
|
|
|
—
|
|
|
Balance - September 30, 2019
|
1,333,334
|
|
|
$
|
9.30
|
|
|
|
Phantom Shares
|
|
Weighted Average
Grant Date Fair Value Per Share |
|||
Balance - January 1, 2019
|
|
66,287
|
|
|
$
|
19.00
|
|
Vested
|
|
(61,502
|
)
|
|
19.00
|
|
|
Forfeited
|
|
(4,785
|
)
|
|
19.00
|
|
|
Balance - September 30, 2019
|
|
—
|
|
|
$
|
—
|
|
|
Class A Common Stock
|
|
Class B Common Stock
|
|
Class C Common Stock
|
|
Total
|
||||
Balance - January 1, 2019
|
101,594,095
|
|
|
1,000
|
|
|
1
|
|
|
101,595,096
|
|
Issuance of stock
|
7,000,000
|
|
|
—
|
|
|
—
|
|
|
7,000,000
|
|
Exchanges of AOG Units
|
97,493
|
|
|
—
|
|
|
—
|
|
|
97,493
|
|
Stock option exercises
|
4,422,644
|
|
|
—
|
|
|
—
|
|
|
4,422,644
|
|
Repurchases of stock
|
(400,000
|
)
|
|
—
|
|
|
—
|
|
|
(400,000
|
)
|
Vesting of restricted stock awards
|
2,005,536
|
|
|
—
|
|
|
—
|
|
|
2,005,536
|
|
Balance Outstanding - September 30, 2019
|
114,719,768
|
|
|
1,000
|
|
|
1
|
|
|
114,720,769
|
|
|
|
|
|
|
|
|
|
|
|
Daily Average Ownership
|
||||||||||||||
|
|
As of September 30, 2019
|
|
As of December 31, 2018
|
|
For the Three Months Ended September 30,
|
|
For the Nine Months Ended September 30,
|
||||||||||||||||
|
|
AOG Units
|
|
Direct Ownership Interest
|
|
AOG Units
|
|
Direct Ownership Interest
|
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
Ares Management Corporation
|
|
114,719,768
|
|
|
49.57
|
%
|
|
101,594,095
|
|
|
46.47
|
%
|
|
48.17
|
%
|
|
45.17
|
%
|
|
47.46
|
%
|
|
43.42
|
%
|
Ares Owners Holding L.P.
|
|
116,707,849
|
|
|
50.43
|
%
|
|
117,019,274
|
|
|
53.53
|
%
|
|
51.83
|
%
|
|
53.67
|
%
|
|
52.54
|
%
|
|
54.14
|
%
|
Affiliate of Alleghany Corporation
|
|
—
|
|
|
—
|
%
|
|
—
|
|
|
—
|
%
|
|
—
|
%
|
|
1.16
|
%
|
|
—
|
%
|
|
2.44
|
%
|
Total
|
|
231,427,617
|
|
|
100.00
|
%
|
|
218,613,369
|
|
|
100.00
|
%
|
|
|
|
|
|
|
|
|
|
Credit Group
|
|
Private Equity Group
|
|
Real
Estate Group |
|
Total
Segments |
|
OMG
|
|
Total
|
||||||||||||
Management fees (Credit Group includes ARCC Part I Fees of $38,786)
|
$
|
178,447
|
|
|
$
|
54,543
|
|
|
$
|
26,988
|
|
|
$
|
259,978
|
|
|
$
|
—
|
|
|
$
|
259,978
|
|
Other fees
|
5,174
|
|
|
141
|
|
|
28
|
|
|
5,343
|
|
|
—
|
|
|
5,343
|
|
||||||
Compensation and benefits
|
(67,770
|
)
|
|
(19,226
|
)
|
|
(14,523
|
)
|
|
(101,519
|
)
|
|
(34,061
|
)
|
|
(135,580
|
)
|
||||||
General, administrative and other expenses
|
(12,789
|
)
|
|
(5,532
|
)
|
|
(3,341
|
)
|
|
(21,662
|
)
|
|
(21,405
|
)
|
|
(43,067
|
)
|
||||||
Fee related earnings
|
103,062
|
|
|
29,926
|
|
|
9,152
|
|
|
142,140
|
|
|
(55,466
|
)
|
|
86,674
|
|
||||||
Performance income—realized
|
1,037
|
|
|
—
|
|
|
6,277
|
|
|
7,314
|
|
|
—
|
|
|
7,314
|
|
||||||
Performance related compensation—realized
|
(630
|
)
|
|
—
|
|
|
(1,412
|
)
|
|
(2,042
|
)
|
|
—
|
|
|
(2,042
|
)
|
||||||
Realized net performance income
|
407
|
|
|
—
|
|
|
4,865
|
|
|
5,272
|
|
|
—
|
|
|
5,272
|
|
||||||
Investment income—realized
|
114
|
|
|
47
|
|
|
2,015
|
|
|
2,176
|
|
|
—
|
|
|
2,176
|
|
||||||
Interest and other investment income (expense) —realized
|
6,964
|
|
|
435
|
|
|
1,588
|
|
|
8,987
|
|
|
(11
|
)
|
|
8,976
|
|
||||||
Interest expense
|
(1,561
|
)
|
|
(1,628
|
)
|
|
(967
|
)
|
|
(4,156
|
)
|
|
(535
|
)
|
|
(4,691
|
)
|
||||||
Realized net investment income (loss)
|
5,517
|
|
|
(1,146
|
)
|
|
2,636
|
|
|
7,007
|
|
|
(546
|
)
|
|
6,461
|
|
||||||
Realized income
|
$
|
108,986
|
|
|
$
|
28,780
|
|
|
$
|
16,653
|
|
|
$
|
154,419
|
|
|
$
|
(56,012
|
)
|
|
$
|
98,407
|
|
|
Credit Group
|
|
Private Equity Group
|
|
Real
Estate Group |
|
Total
Segments |
|
OMG
|
|
Total
|
||||||||||||
Management fees (Credit Group includes ARCC Part I Fees of $33,377)
|
$
|
145,414
|
|
|
$
|
48,287
|
|
|
$
|
19,961
|
|
|
$
|
213,662
|
|
|
$
|
—
|
|
|
$
|
213,662
|
|
Other fees
|
3,656
|
|
|
206
|
|
|
10
|
|
|
3,872
|
|
|
—
|
|
|
3,872
|
|
||||||
Compensation and benefits
|
(55,239
|
)
|
|
(17,443
|
)
|
|
(10,733
|
)
|
|
(83,415
|
)
|
|
(31,957
|
)
|
|
(115,372
|
)
|
||||||
General, administrative and other expenses
|
(10,921
|
)
|
|
(5,866
|
)
|
|
(2,856
|
)
|
|
(19,643
|
)
|
|
(18,102
|
)
|
|
(37,745
|
)
|
||||||
Fee related earnings
|
82,910
|
|
|
25,184
|
|
|
6,382
|
|
|
114,476
|
|
|
(50,059
|
)
|
|
64,417
|
|
||||||
Performance income—realized
|
1,729
|
|
|
52,729
|
|
|
17,110
|
|
|
71,568
|
|
|
—
|
|
|
71,568
|
|
||||||
Performance related compensation—realized
|
(1,113
|
)
|
|
(42,045
|
)
|
|
(16,865
|
)
|
|
(60,023
|
)
|
|
—
|
|
|
(60,023
|
)
|
||||||
Realized net performance income
|
616
|
|
|
10,684
|
|
|
245
|
|
|
11,545
|
|
|
—
|
|
|
11,545
|
|
||||||
Investment income—realized
|
1,063
|
|
|
8,104
|
|
|
6,846
|
|
|
16,013
|
|
|
22
|
|
|
16,035
|
|
||||||
Interest and other investment income—realized
|
1,604
|
|
|
1,032
|
|
|
486
|
|
|
3,122
|
|
|
442
|
|
|
3,564
|
|
||||||
Interest expense
|
(1,527
|
)
|
|
(1,577
|
)
|
|
(417
|
)
|
|
(3,521
|
)
|
|
(622
|
)
|
|
(4,143
|
)
|
||||||
Realized net investment income (loss)
|
1,140
|
|
|
7,559
|
|
|
6,915
|
|
|
15,614
|
|
|
(158
|
)
|
|
15,456
|
|
||||||
Realized income
|
$
|
84,666
|
|
|
$
|
43,427
|
|
|
$
|
13,542
|
|
|
$
|
141,635
|
|
|
$
|
(50,217
|
)
|
|
$
|
91,418
|
|
|
Credit Group
|
|
Private Equity Group
|
|
Real
Estate Group |
|
Total
Segments |
|
OMG
|
|
Total
|
||||||||||||
Management fees (Credit Group includes ARCC Part I Fees of $116,336)
|
$
|
513,760
|
|
|
$
|
158,101
|
|
|
$
|
67,408
|
|
|
$
|
739,269
|
|
|
$
|
—
|
|
|
$
|
739,269
|
|
Other fees
|
12,179
|
|
|
141
|
|
|
709
|
|
|
13,029
|
|
|
—
|
|
|
13,029
|
|
||||||
Compensation and benefits
|
(193,083
|
)
|
|
(61,713
|
)
|
|
(35,735
|
)
|
|
(290,531
|
)
|
|
(100,716
|
)
|
|
(391,247
|
)
|
||||||
General, administrative and other expenses
|
(39,675
|
)
|
|
(14,501
|
)
|
|
(9,996
|
)
|
|
(64,172
|
)
|
|
(61,911
|
)
|
|
(126,083
|
)
|
||||||
Fee related earnings
|
293,181
|
|
|
82,028
|
|
|
22,386
|
|
|
397,595
|
|
|
(162,627
|
)
|
|
234,968
|
|
||||||
Performance income—realized
|
38,921
|
|
|
62,492
|
|
|
10,468
|
|
|
111,881
|
|
|
—
|
|
|
111,881
|
|
||||||
Performance related compensation—realized
|
(22,857
|
)
|
|
(49,993
|
)
|
|
(3,638
|
)
|
|
(76,488
|
)
|
|
—
|
|
|
(76,488
|
)
|
||||||
Realized net performance income
|
16,064
|
|
|
12,499
|
|
|
6,830
|
|
|
35,393
|
|
|
—
|
|
|
35,393
|
|
||||||
Investment income—realized
|
662
|
|
|
12,013
|
|
|
7,041
|
|
|
19,716
|
|
|
—
|
|
|
19,716
|
|
||||||
Interest and other investment income (expense) —realized
|
14,500
|
|
|
4,047
|
|
|
4,812
|
|
|
23,359
|
|
|
(13
|
)
|
|
23,346
|
|
||||||
Interest expense
|
(5,368
|
)
|
|
(6,239
|
)
|
|
(3,136
|
)
|
|
(14,743
|
)
|
|
(1,330
|
)
|
|
(16,073
|
)
|
||||||
Realized net investment income (loss)
|
9,794
|
|
|
9,821
|
|
|
8,717
|
|
|
28,332
|
|
|
(1,343
|
)
|
|
26,989
|
|
||||||
Realized income
|
$
|
319,039
|
|
|
$
|
104,348
|
|
|
$
|
37,933
|
|
|
$
|
461,320
|
|
|
$
|
(163,970
|
)
|
|
$
|
297,350
|
|
|
Credit Group
|
|
Private Equity Group
|
|
Real
Estate Group |
|
Total
Segments |
|
OMG
|
|
Total
|
||||||||||||
Management fees (Credit Group includes ARCC Part I Fees of $91,660)
|
$
|
413,028
|
|
|
$
|
147,492
|
|
|
$
|
52,272
|
|
|
$
|
612,792
|
|
|
$
|
—
|
|
|
$
|
612,792
|
|
Other fees
|
16,263
|
|
|
883
|
|
|
20
|
|
|
17,166
|
|
|
—
|
|
|
17,166
|
|
||||||
Compensation and benefits
|
(158,204
|
)
|
|
(55,314
|
)
|
|
(27,140
|
)
|
|
(240,658
|
)
|
|
(92,829
|
)
|
|
(333,487
|
)
|
||||||
General, administrative and other expenses
|
(32,069
|
)
|
|
(14,082
|
)
|
|
(7,679
|
)
|
|
(53,830
|
)
|
|
(55,729
|
)
|
|
(109,559
|
)
|
||||||
Fee related earnings
|
239,018
|
|
|
78,979
|
|
|
17,473
|
|
|
335,470
|
|
|
(148,558
|
)
|
|
186,912
|
|
||||||
Performance income—realized
|
48,472
|
|
|
137,542
|
|
|
31,269
|
|
|
217,283
|
|
|
—
|
|
|
217,283
|
|
||||||
Performance related compensation—realized
|
(27,778
|
)
|
|
(109,916
|
)
|
|
(25,079
|
)
|
|
(162,773
|
)
|
|
—
|
|
|
(162,773
|
)
|
||||||
Realized net performance income
|
20,694
|
|
|
27,626
|
|
|
6,190
|
|
|
54,510
|
|
|
—
|
|
|
54,510
|
|
||||||
Investment income—realized
|
2,429
|
|
|
17,791
|
|
|
9,946
|
|
|
30,166
|
|
|
1,658
|
|
|
31,824
|
|
||||||
Interest and other investment income—realized
|
7,828
|
|
|
4,011
|
|
|
1,370
|
|
|
13,209
|
|
|
2,178
|
|
|
15,387
|
|
||||||
Interest expense
|
(9,796
|
)
|
|
(4,245
|
)
|
|
(1,289
|
)
|
|
(15,330
|
)
|
|
(1,758
|
)
|
|
(17,088
|
)
|
||||||
Realized net investment income
|
461
|
|
|
17,557
|
|
|
10,027
|
|
|
28,045
|
|
|
2,078
|
|
|
30,123
|
|
||||||
Realized income
|
$
|
260,173
|
|
|
$
|
124,162
|
|
|
$
|
33,690
|
|
|
$
|
418,025
|
|
|
$
|
(146,480
|
)
|
|
$
|
271,545
|
|
|
For the Three Months Ended
September 30, |
|
For the Nine Months Ended
September 30, |
||||||||||||
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
Segment revenues
|
|
|
|
|
|
|
|
||||||||
Management fees (includes ARCC Part I Fees of $38,786, $116,336 and $33,377, $91,660 for the three and nine months ended September 30, 2019 and 2018, respectively)
|
$
|
259,978
|
|
|
$
|
213,662
|
|
|
$
|
739,269
|
|
|
$
|
612,792
|
|
Other fees
|
5,343
|
|
|
3,872
|
|
|
13,029
|
|
|
17,166
|
|
||||
Performance income—realized
|
7,314
|
|
|
71,568
|
|
|
111,881
|
|
|
217,283
|
|
||||
Total segment revenues
|
$
|
272,635
|
|
|
$
|
289,102
|
|
|
$
|
864,179
|
|
|
$
|
847,241
|
|
Segment expenses
|
|
|
|
|
|
|
|
||||||||
Compensation and benefits
|
$
|
101,519
|
|
|
$
|
83,415
|
|
|
$
|
290,531
|
|
|
$
|
240,658
|
|
General, administrative and other expenses
|
21,662
|
|
|
19,643
|
|
|
64,172
|
|
|
53,830
|
|
||||
Performance related compensation—realized
|
2,042
|
|
|
60,023
|
|
|
76,488
|
|
|
162,773
|
|
||||
Total segment expenses
|
$
|
125,223
|
|
|
$
|
163,081
|
|
|
$
|
431,191
|
|
|
$
|
457,261
|
|
Segment realized net investment income
|
|
|
|
|
|
|
|
||||||||
Investment income—realized
|
$
|
2,176
|
|
|
$
|
16,013
|
|
|
$
|
19,716
|
|
|
$
|
30,166
|
|
Interest and other investment income- realized
|
8,987
|
|
|
3,122
|
|
|
23,359
|
|
|
13,209
|
|
||||
Interest expense
|
(4,156
|
)
|
|
(3,521
|
)
|
|
(14,743
|
)
|
|
(15,330
|
)
|
||||
Total segment realized net investment income
|
$
|
7,007
|
|
|
$
|
15,614
|
|
|
$
|
28,332
|
|
|
$
|
28,045
|
|
|
For the Three Months Ended
September 30, |
|
For the Nine Months Ended
September 30, |
||||||||||||
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
Total consolidated revenue
|
$
|
466,490
|
|
|
$
|
240,777
|
|
|
$
|
1,328,509
|
|
|
$
|
711,029
|
|
Performance (income) loss-unrealized
|
(181,174
|
)
|
|
37,999
|
|
|
(426,411
|
)
|
|
127,224
|
|
||||
Management fees of Consolidated Funds eliminated in consolidation
|
8,780
|
|
|
9,138
|
|
|
25,928
|
|
|
24,721
|
|
||||
Incentive fees of Consolidated Funds eliminated in consolidation
|
—
|
|
|
—
|
|
|
5,184
|
|
|
4,000
|
|
||||
Principal investment (income) loss of Consolidated Funds eliminated in consolidation
|
2,476
|
|
|
(422
|
)
|
|
(656
|
)
|
|
10,228
|
|
||||
Administrative fees(1)
|
(9,649
|
)
|
|
(7,084
|
)
|
|
(22,853
|
)
|
|
(20,266
|
)
|
||||
Performance income (loss) reclass(2)
|
(27
|
)
|
|
795
|
|
|
553
|
|
|
(211
|
)
|
||||
Principal investment (income) loss
|
(13,865
|
)
|
|
7,886
|
|
|
(45,336
|
)
|
|
(9,544
|
)
|
||||
Net (revenue) expense of non-controlling interests in consolidated subsidiaries
|
(396
|
)
|
|
13
|
|
|
(739
|
)
|
|
60
|
|
||||
Total consolidation adjustments and reconciling items
|
(193,855
|
)
|
|
48,325
|
|
|
(464,330
|
)
|
|
136,212
|
|
||||
Total segment revenue
|
$
|
272,635
|
|
|
$
|
289,102
|
|
|
$
|
864,179
|
|
|
$
|
847,241
|
|
|
(1)
|
Represents administrative fees that are presented in administrative, transaction and other fees in the Company’s Condensed Consolidated Statements of Operations and are netted against the respective expenses for segment reporting.
|
(2)
|
Related to performance income for AREA Sponsor Holdings LLC, an investment pool. Changes in value of this investment are reflected within net realized and unrealized gains (losses) on investments in the Company’s Condensed Consolidated Statements of Operations.
|
|
For the Three Months Ended
September 30, |
|
For the Nine Months Ended
September 30, |
||||||||||||
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
Total consolidated expenses
|
$
|
395,701
|
|
|
$
|
227,188
|
|
|
$
|
1,100,509
|
|
|
$
|
654,488
|
|
Performance related compensation-unrealized
|
(137,174
|
)
|
|
42,417
|
|
|
(311,936
|
)
|
|
132,294
|
|
||||
Expenses of Consolidated Funds added in consolidation
|
(19,664
|
)
|
|
(21,971
|
)
|
|
(61,977
|
)
|
|
(77,982
|
)
|
||||
Expenses of Consolidated Funds eliminated in consolidation
|
8,780
|
|
|
9,138
|
|
|
31,112
|
|
|
28,721
|
|
||||
Administrative fees(1)
|
(9,649
|
)
|
|
(7,084
|
)
|
|
(22,853
|
)
|
|
(20,266
|
)
|
||||
OMG expenses
|
(55,466
|
)
|
|
(50,059
|
)
|
|
(162,627
|
)
|
|
(148,558
|
)
|
||||
Acquisition and merger-related expense
|
(4,777
|
)
|
|
(253
|
)
|
|
(10,757
|
)
|
|
19
|
|
||||
Equity compensation expense
|
(22,393
|
)
|
|
(23,940
|
)
|
|
(73,974
|
)
|
|
(67,534
|
)
|
||||
Unamortized placement fees
|
(4,366
|
)
|
|
(6,194
|
)
|
|
(17,319
|
)
|
|
(9,710
|
)
|
||||
Depreciation and amortization expense(2)
|
(24,564
|
)
|
|
(5,347
|
)
|
|
(35,609
|
)
|
|
(20,234
|
)
|
||||
Other expense(3)
|
—
|
|
|
—
|
|
|
—
|
|
|
(11,836
|
)
|
||||
Expense of non-controlling interests in consolidated subsidiaries
|
(1,205
|
)
|
|
(814
|
)
|
|
(3,378
|
)
|
|
(2,141
|
)
|
||||
Total consolidation adjustments and reconciling items
|
(270,478
|
)
|
|
(64,107
|
)
|
|
(669,318
|
)
|
|
(197,227
|
)
|
||||
Total segment expenses
|
$
|
125,223
|
|
|
$
|
163,081
|
|
|
$
|
431,191
|
|
|
$
|
457,261
|
|
|
(1)
|
Represents administrative fees that are presented in administrative, transaction and other fees in the Company’s Condensed Consolidated Statements of Operations and are netted against the respective expenses for segment reporting.
|
(2)
|
2019 period includes a $20.0 million non-cash impairment charge on certain intangible assets
|
(3)
|
2018 period includes $11.8 million payment to ARCC for rent and utilities for the years ended 2017, 2016, 2015 and 2014, and the first quarter of 2018.
|
|
For the Three Months Ended
September 30, |
|
For the Nine Months Ended
September 30, |
||||||||||||
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
Total consolidated other income
|
$
|
32,787
|
|
|
$
|
38,754
|
|
|
$
|
95,919
|
|
|
$
|
108,920
|
|
Investment (income) loss - unrealized
|
(4,138
|
)
|
|
26,121
|
|
|
(12,703
|
)
|
|
30,390
|
|
||||
Interest and other investment (income) loss - unrealized
|
3,044
|
|
|
(765
|
)
|
|
3,394
|
|
|
531
|
|
||||
Other expense from Consolidated Funds added in consolidation, net
|
(37,070
|
)
|
|
(34,645
|
)
|
|
(101,285
|
)
|
|
(111,090
|
)
|
||||
Other income from Consolidated Funds eliminated in consolidation, net
|
(1,124
|
)
|
|
(86
|
)
|
|
(1,214
|
)
|
|
(620
|
)
|
||||
OMG other (income) expense
|
87
|
|
|
(5,079
|
)
|
|
(71
|
)
|
|
(11,546
|
)
|
||||
Performance (income) loss reclass(1)
|
27
|
|
|
(795
|
)
|
|
(553
|
)
|
|
211
|
|
||||
Principal investment income (loss)
|
13,865
|
|
|
(7,886
|
)
|
|
45,336
|
|
|
9,544
|
|
||||
Other (income) expense, net
|
(461
|
)
|
|
3
|
|
|
(460
|
)
|
|
1,728
|
|
||||
Other income of non-controlling interests in consolidated subsidiaries
|
(10
|
)
|
|
(8
|
)
|
|
(31
|
)
|
|
(23
|
)
|
||||
Total consolidation adjustments and reconciling items
|
(25,780
|
)
|
|
(23,140
|
)
|
|
(67,587
|
)
|
|
(80,875
|
)
|
||||
Total segment realized net investment income
|
$
|
7,007
|
|
|
$
|
15,614
|
|
|
$
|
28,332
|
|
|
$
|
28,045
|
|
|
(1)
|
Related to performance income for AREA Sponsor Holdings LLC. Changes in value of this investment are reflected within net realized and unrealized gains (losses) on investments in the Company’s Condensed Consolidated Statements of Operations.
|
|
For the Three Months Ended
September 30, |
|
For the Nine Months Ended
September 30, |
||||||||||||
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
Income before taxes
|
$
|
103,576
|
|
|
$
|
52,343
|
|
|
$
|
323,919
|
|
|
$
|
165,461
|
|
Adjustments:
|
|
|
|
|
|
|
|
||||||||
Depreciation and amortization expense(1)
|
24,564
|
|
|
5,347
|
|
|
35,609
|
|
|
20,234
|
|
||||
Equity compensation expense
|
22,393
|
|
|
23,940
|
|
|
73,974
|
|
|
67,534
|
|
||||
Acquisition and merger-related expense
|
4,777
|
|
|
253
|
|
|
10,757
|
|
|
(19
|
)
|
||||
Unamortized placement fees
|
4,366
|
|
|
6,194
|
|
|
17,319
|
|
|
9,710
|
|
||||
OMG expense, net
|
55,553
|
|
|
44,980
|
|
|
162,556
|
|
|
137,012
|
|
||||
Other (income) expense, net(2)
|
(461
|
)
|
|
3
|
|
|
(460
|
)
|
|
13,564
|
|
||||
Net expense of non-controlling interests in consolidated subsidiaries
|
799
|
|
|
819
|
|
|
2,608
|
|
|
2,178
|
|
||||
Income before taxes of non-controlling interests in Consolidated Funds, net of eliminations
|
(16,054
|
)
|
|
(13,182
|
)
|
|
(41,178
|
)
|
|
(23,500
|
)
|
||||
Total performance (income) loss - unrealized
|
(181,174
|
)
|
|
37,999
|
|
|
(426,411
|
)
|
|
127,224
|
|
||||
Total performance related compensation - unrealized
|
137,174
|
|
|
(42,417
|
)
|
|
311,936
|
|
|
(132,294
|
)
|
||||
Total investment (income) loss - unrealized
|
(1,094
|
)
|
|
25,356
|
|
|
(9,309
|
)
|
|
30,921
|
|
||||
Realized income
|
154,419
|
|
|
141,635
|
|
|
461,320
|
|
|
418,025
|
|
||||
Total performance income - realized
|
(7,314
|
)
|
|
(71,568
|
)
|
|
(111,881
|
)
|
|
(217,283
|
)
|
||||
Total performance related compensation - realized
|
2,042
|
|
|
60,023
|
|
|
76,488
|
|
|
162,773
|
|
||||
Total investment income - realized
|
(7,007
|
)
|
|
(15,614
|
)
|
|
(28,332
|
)
|
|
(28,045
|
)
|
||||
Fee related earnings
|
$
|
142,140
|
|
|
$
|
114,476
|
|
|
$
|
397,595
|
|
|
$
|
335,470
|
|
|
(1)
|
2019 period includes a $20.0 million non-cash impairment charge on certain intangible assets
|
(2)
|
2018 period includes $11.8 million payment to ARCC for rent and utilities for the years ended 2017, 2016, 2015 and 2014, and the first quarter of 2018.
|
|
As of September 30,
|
|
As of December 31,
|
||||
|
2019
|
|
2018
|
||||
Maximum exposure to loss attributable to the Company's investment in non-consolidated VIEs
|
$
|
270,980
|
|
|
$
|
222,477
|
|
Maximum exposure to loss attributable to the Company's investment in consolidated VIEs
|
196,198
|
|
|
186,455
|
|
||
Assets of consolidated VIEs
|
8,974,941
|
|
|
8,141,280
|
|
||
Liabilities of consolidated VIEs
|
8,160,607
|
|
|
7,479,383
|
|
|
For the Three Months Ended
September 30, |
|
For the Nine Months Ended
September 30, |
||||||||||||
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
Net income attributable to non-controlling interests related to consolidated VIEs
|
$
|
15,908
|
|
|
$
|
13,169
|
|
|
$
|
41,878
|
|
|
$
|
23,418
|
|
|
As of September 30, 2019
|
||||||||||||||
|
Consolidated
Company Entities |
|
Consolidated
Funds |
|
Eliminations
|
|
Consolidated
|
||||||||
Assets
|
|
|
|
|
|
|
|
|
|
|
|
||||
Cash and cash equivalents
|
$
|
152,203
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
152,203
|
|
Investments (includes $1,250,191 of accrued carried interest)
|
1,976,062
|
|
|
—
|
|
|
(196,198
|
)
|
|
1,779,864
|
|
||||
Due from affiliates
|
254,005
|
|
|
—
|
|
|
(8,729
|
)
|
|
245,276
|
|
||||
Other assets
|
296,302
|
|
|
—
|
|
|
—
|
|
|
296,302
|
|
||||
Right-of-use operating lease assets
|
148,170
|
|
|
—
|
|
|
—
|
|
|
148,170
|
|
||||
Assets of Consolidated Funds
|
|
|
|
|
|
|
|
|
|
|
|
||||
Cash and cash equivalents
|
—
|
|
|
575,621
|
|
|
—
|
|
|
575,621
|
|
||||
Investments, at fair value
|
—
|
|
|
8,271,481
|
|
|
—
|
|
|
8,271,481
|
|
||||
Due from affiliates
|
—
|
|
|
14,978
|
|
|
—
|
|
|
14,978
|
|
||||
Receivable for securities sold
|
—
|
|
|
85,701
|
|
|
—
|
|
|
85,701
|
|
||||
Other assets
|
—
|
|
|
27,160
|
|
|
—
|
|
|
27,160
|
|
||||
Total assets
|
$
|
2,826,742
|
|
|
$
|
8,974,941
|
|
|
$
|
(204,927
|
)
|
|
$
|
11,596,756
|
|
Liabilities
|
|
|
|
|
|
|
|
|
|
|
|
||||
Accounts payable, accrued expenses and other liabilities
|
$
|
71,077
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
71,077
|
|
Accrued compensation
|
168,539
|
|
|
—
|
|
|
—
|
|
|
168,539
|
|
||||
Due to affiliates
|
57,551
|
|
|
—
|
|
|
—
|
|
|
57,551
|
|
||||
Performance related compensation payable
|
905,949
|
|
|
—
|
|
|
—
|
|
|
905,949
|
|
||||
Debt obligations
|
246,442
|
|
|
—
|
|
|
—
|
|
|
246,442
|
|
||||
Right-of-use operating lease liabilities
|
174,078
|
|
|
—
|
|
|
—
|
|
|
174,078
|
|
||||
Liabilities of Consolidated Funds
|
|
|
|
|
|
|
|
|
|
|
|
||||
Accounts payable, accrued expenses and other liabilities
|
—
|
|
|
83,698
|
|
|
—
|
|
|
83,698
|
|
||||
Due to affiliates
|
—
|
|
|
8,729
|
|
|
(8,729
|
)
|
|
—
|
|
||||
Payable for securities purchased
|
—
|
|
|
514,717
|
|
|
—
|
|
|
514,717
|
|
||||
CLO loan obligations, at fair value
|
—
|
|
|
7,429,260
|
|
|
(21,540
|
)
|
|
7,407,720
|
|
||||
Fund borrowings
|
—
|
|
|
124,203
|
|
|
—
|
|
|
124,203
|
|
||||
Total liabilities
|
1,623,636
|
|
|
8,160,607
|
|
|
(30,269
|
)
|
|
9,753,974
|
|
||||
Commitments and contingencies
|
|
|
|
|
|
|
|
|
|
|
|
||||
Non-controlling interest in Consolidated Funds
|
—
|
|
|
814,334
|
|
|
(174,658
|
)
|
|
639,676
|
|
||||
Non-controlling interest in Ares Operating Group entities
|
450,985
|
|
|
—
|
|
|
—
|
|
|
450,985
|
|
||||
Stockholders' Equity
|
|
|
|
|
|
|
|
||||||||
Series A Preferred Stock, $0.01 par value, 1,000,000,000 shares authorized (12,400,000 shares issued and outstanding)
|
298,761
|
|
|
—
|
|
|
—
|
|
|
298,761
|
|
||||
Class A common stock, $0.01 par value, 1,500,000,000 shares authorized (114,719,768 shares issued and outstanding)
|
1,147
|
|
|
—
|
|
|
—
|
|
|
1,147
|
|
||||
Class B common stock, $0.01 par value, 1,000 shares authorized (1,000 shares issued and outstanding)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Class C common stock, $0.01 par value, 499,999,000 shares authorized (1 share issued and outstanding)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Additional paid-in-capital
|
507,531
|
|
|
—
|
|
|
—
|
|
|
507,531
|
|
||||
Retained earnings
|
(44,308
|
)
|
|
—
|
|
|
—
|
|
|
(44,308
|
)
|
||||
Accumulated other comprehensive loss, net of tax
|
(11,010
|
)
|
|
—
|
|
|
—
|
|
|
(11,010
|
)
|
||||
Total stockholders' equity
|
752,121
|
|
|
—
|
|
|
—
|
|
|
752,121
|
|
||||
Total equity
|
1,203,106
|
|
|
814,334
|
|
|
(174,658
|
)
|
|
1,842,782
|
|
||||
Total liabilities, non-controlling interests and equity
|
$
|
2,826,742
|
|
|
$
|
8,974,941
|
|
|
$
|
(204,927
|
)
|
|
$
|
11,596,756
|
|
|
As of December 31, 2018
|
||||||||||||||
|
Consolidated
Company Entities |
|
Consolidated
Funds |
|
Eliminations
|
|
Consolidated
|
||||||||
Assets
|
|
|
|
|
|
|
|
|
|
|
|||||
Cash and cash equivalents
|
$
|
110,247
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
110,247
|
|
Investments (includes $841,079 of accrued carried interest)
|
1,512,592
|
|
|
—
|
|
|
(186,455
|
)
|
|
1,326,137
|
|
||||
Due from affiliates
|
207,924
|
|
|
—
|
|
|
(8,547
|
)
|
|
199,377
|
|
||||
Other assets
|
377,651
|
|
|
—
|
|
|
—
|
|
|
377,651
|
|
||||
Assets of Consolidated Funds
|
|
|
|
|
|
|
|
|
|
|
|
||||
Cash and cash equivalents
|
—
|
|
|
384,644
|
|
|
—
|
|
|
384,644
|
|
||||
Investments, at fair value
|
—
|
|
|
7,673,165
|
|
|
—
|
|
|
7,673,165
|
|
||||
Due from affiliates
|
—
|
|
|
17,609
|
|
|
—
|
|
|
17,609
|
|
||||
Receivable for securities sold
|
—
|
|
|
42,076
|
|
|
—
|
|
|
42,076
|
|
||||
Other assets
|
—
|
|
|
23,786
|
|
|
—
|
|
|
23,786
|
|
||||
Total assets
|
$
|
2,208,414
|
|
|
$
|
8,141,280
|
|
|
$
|
(195,002
|
)
|
|
$
|
10,154,692
|
|
Liabilities
|
|
|
|
|
|
|
|
|
|
|
|||||
Accounts payable, accrued expenses and other liabilities
|
$
|
83,221
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
83,221
|
|
Accrued compensation
|
29,389
|
|
|
—
|
|
|
—
|
|
|
29,389
|
|
||||
Due to affiliates
|
82,411
|
|
|
—
|
|
|
—
|
|
|
82,411
|
|
||||
Performance related compensation payable
|
641,737
|
|
|
—
|
|
|
—
|
|
|
641,737
|
|
||||
Debt obligations
|
480,952
|
|
|
—
|
|
|
—
|
|
|
480,952
|
|
||||
Liabilities of Consolidated Funds
|
|
|
|
|
|
|
|
|
|
|
|||||
Accounts payable, accrued expenses and other liabilities
|
—
|
|
|
83,876
|
|
|
—
|
|
|
83,876
|
|
||||
Due to affiliates
|
—
|
|
|
8,547
|
|
|
(8,547
|
)
|
|
—
|
|
||||
Payable for securities purchased
|
—
|
|
|
471,390
|
|
|
—
|
|
|
471,390
|
|
||||
CLO loan obligations
|
—
|
|
|
6,706,286
|
|
|
(28,195
|
)
|
|
6,678,091
|
|
||||
Fund borrowings
|
—
|
|
|
209,284
|
|
|
—
|
|
|
209,284
|
|
||||
Total liabilities
|
1,317,710
|
|
|
7,479,383
|
|
|
(36,742
|
)
|
|
8,760,351
|
|
||||
Commitments and contingencies
|
|
|
|
|
|
|
|
|
|
|
|
||||
Non-controlling interest in Consolidated Funds
|
—
|
|
|
661,897
|
|
|
(158,260
|
)
|
|
503,637
|
|
||||
Non-controlling interest in Ares Operating Group entities
|
302,780
|
|
|
—
|
|
|
—
|
|
|
302,780
|
|
||||
Stockholders' Equity
|
|
|
|
|
|
|
|
||||||||
Series A Preferred Stock, $0.01 par value, 1,000,000,000 shares authorized (12,400,000 units issued and outstanding)
|
298,761
|
|
|
—
|
|
|
—
|
|
|
298,761
|
|
||||
Class A common stock, $0.01 par value, 1,500,000,000 shares authorized (101,594,095 shares issued and outstanding)
|
1,016
|
|
|
—
|
|
|
—
|
|
|
1,016
|
|
||||
Class B common stock, $0.01 par value, 1,000 shares authorized (1,000 shares issued and outstanding)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Class C common stock, $0.01 par value, 499,999,000 shares authorized (1 share issued and outstanding)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Additional paid-in-capital
|
326,007
|
|
|
—
|
|
|
—
|
|
|
326,007
|
|
||||
Retained earnings
|
(29,336
|
)
|
|
—
|
|
|
—
|
|
|
(29,336
|
)
|
||||
Accumulated other comprehensive loss, net of taxes
|
(8,524
|
)
|
|
—
|
|
|
—
|
|
|
(8,524
|
)
|
||||
Total stockholders' equity
|
587,924
|
|
|
—
|
|
|
—
|
|
|
587,924
|
|
||||
Total equity
|
890,704
|
|
|
661,897
|
|
|
(158,260
|
)
|
|
1,394,341
|
|
||||
Total liabilities, non-controlling interests and equity
|
$
|
2,208,414
|
|
|
$
|
8,141,280
|
|
|
$
|
(195,002
|
)
|
|
$
|
10,154,692
|
|
|
For the Three Months Ended September 30, 2019
|
||||||||||||||
|
Consolidated
Company
Entities
|
|
Consolidated
Funds |
|
Eliminations
|
|
Consolidated
|
||||||||
Revenues
|
|
|
|
|
|
|
|
|
|
|
|
||||
Management fees (includes ARCC Part I Fees of $38,786)
|
$
|
260,371
|
|
|
$
|
—
|
|
|
$
|
(8,780
|
)
|
|
$
|
251,591
|
|
Carried interest allocation
|
186,803
|
|
|
—
|
|
|
—
|
|
|
186,803
|
|
||||
Incentive fees
|
1,712
|
|
|
—
|
|
|
—
|
|
|
1,712
|
|
||||
Principal investment income
|
13,865
|
|
|
—
|
|
|
(2,476
|
)
|
|
11,389
|
|
||||
Administrative, transaction and other fees
|
14,995
|
|
|
—
|
|
|
—
|
|
|
14,995
|
|
||||
Total revenues
|
477,746
|
|
|
—
|
|
|
(11,256
|
)
|
|
466,490
|
|
||||
Expenses
|
|
|
|
|
|
|
|
|
|
|
|||||
Compensation and benefits
|
166,216
|
|
|
—
|
|
|
—
|
|
|
166,216
|
|
||||
Performance related compensation
|
139,216
|
|
|
—
|
|
|
—
|
|
|
139,216
|
|
||||
General, administrative and other expense
|
79,385
|
|
|
—
|
|
|
—
|
|
|
79,385
|
|
||||
Expenses of the Consolidated Funds
|
—
|
|
|
19,664
|
|
|
(8,780
|
)
|
|
10,884
|
|
||||
Total expenses
|
384,817
|
|
|
19,664
|
|
|
(8,780
|
)
|
|
395,701
|
|
||||
Other income (expense)
|
|
|
|
|
|
|
|
|
|
|
|||||
Net realized and unrealized gains (losses) on investments
|
(522
|
)
|
|
—
|
|
|
2,044
|
|
|
1,522
|
|
||||
Interest and dividend income
|
2,800
|
|
|
—
|
|
|
(770
|
)
|
|
2,030
|
|
||||
Interest expense
|
(4,691
|
)
|
|
—
|
|
|
—
|
|
|
(4,691
|
)
|
||||
Other expense, net
|
(2,994
|
)
|
|
—
|
|
|
1,124
|
|
|
(1,870
|
)
|
||||
Net realized and unrealized gains (losses) on investments of the Consolidated Funds
|
—
|
|
|
1,399
|
|
|
(2,391
|
)
|
|
(992
|
)
|
||||
Interest and other income of the Consolidated Funds
|
—
|
|
|
107,922
|
|
|
—
|
|
|
107,922
|
|
||||
Interest expense of the Consolidated Funds
|
—
|
|
|
(72,251
|
)
|
|
1,117
|
|
|
(71,134
|
)
|
||||
Total other income (expense)
|
(5,407
|
)
|
|
37,070
|
|
|
1,124
|
|
|
32,787
|
|
||||
Income before taxes
|
87,522
|
|
|
17,406
|
|
|
(1,352
|
)
|
|
103,576
|
|
||||
Income tax expense
|
11,555
|
|
|
146
|
|
|
—
|
|
|
11,701
|
|
||||
Net income
|
75,967
|
|
|
17,260
|
|
|
(1,352
|
)
|
|
91,875
|
|
||||
Less: Net income attributable to non-controlling interests in Consolidated Funds
|
—
|
|
|
17,260
|
|
|
(1,352
|
)
|
|
15,908
|
|
||||
Less: Net income attributable to non-controlling interests in Ares Operating Group entities
|
42,636
|
|
|
—
|
|
|
—
|
|
|
42,636
|
|
||||
Net income attributable to Ares Management Corporation
|
33,331
|
|
|
—
|
|
|
—
|
|
|
33,331
|
|
||||
Less: Series A Preferred Stock dividends paid
|
5,425
|
|
|
—
|
|
|
—
|
|
|
5,425
|
|
||||
Net income attributable to Ares Management Corporation Class A common stockholders
|
$
|
27,906
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
27,906
|
|
|
For the Three Months Ended September 30, 2018
|
||||||||||||||
|
Consolidated
Company Entities |
|
Consolidated
Funds |
|
Eliminations
|
|
Consolidated
|
||||||||
Revenues
|
|
|
|
|
|
|
|
|
|
|
|
||||
Management fees (includes ARCC Part I Fees of $33,377)
|
$
|
213,662
|
|
|
$
|
—
|
|
|
$
|
(9,138
|
)
|
|
$
|
204,524
|
|
Carried interest allocation
|
31,902
|
|
|
|
|
—
|
|
|
31,902
|
|
|||||
Incentive fees
|
872
|
|
|
|
|
—
|
|
|
872
|
|
|||||
Principal investment loss
|
(7,886
|
)
|
|
—
|
|
|
422
|
|
|
(7,464
|
)
|
||||
Administrative, transaction and other fees
|
10,943
|
|
|
—
|
|
|
—
|
|
|
10,943
|
|
||||
Total revenues
|
249,493
|
|
|
—
|
|
|
(8,716
|
)
|
|
240,777
|
|
||||
Expenses
|
|
|
|
|
|
|
|
||||||||
Compensation and benefits
|
145,594
|
|
|
—
|
|
|
—
|
|
|
145,594
|
|
||||
Performance related compensation
|
17,606
|
|
|
—
|
|
|
—
|
|
|
17,606
|
|
||||
General, administrative and other expense
|
51,155
|
|
|
—
|
|
|
—
|
|
|
51,155
|
|
||||
Expenses of the Consolidated Funds
|
—
|
|
|
21,971
|
|
|
(9,138
|
)
|
|
12,833
|
|
||||
Total expenses
|
214,355
|
|
|
21,971
|
|
|
(9,138
|
)
|
|
227,188
|
|
||||
Other income (expense)
|
|
|
|
|
|
|
|
||||||||
Net realized and unrealized gains on investments
|
6,540
|
|
|
—
|
|
|
(998
|
)
|
|
5,542
|
|
||||
Interest and dividend income
|
901
|
|
|
—
|
|
|
(93
|
)
|
|
808
|
|
||||
Interest expense
|
(4,143
|
)
|
|
—
|
|
|
—
|
|
|
(4,143
|
)
|
||||
Other income, net
|
725
|
|
|
—
|
|
|
86
|
|
|
811
|
|
||||
Net realized and unrealized gains on investments of the Consolidated Funds
|
—
|
|
|
4,686
|
|
|
751
|
|
|
5,437
|
|
||||
Interest and other income of the Consolidated Funds
|
—
|
|
|
93,062
|
|
|
—
|
|
|
93,062
|
|
||||
Interest expense of the Consolidated Funds
|
—
|
|
|
(63,103
|
)
|
|
340
|
|
|
(62,763
|
)
|
||||
Total other income
|
4,023
|
|
|
34,645
|
|
|
86
|
|
|
38,754
|
|
||||
Income before taxes
|
39,161
|
|
|
12,674
|
|
|
508
|
|
|
52,343
|
|
||||
Income tax expense
|
5,118
|
|
|
13
|
|
|
—
|
|
|
5,131
|
|
||||
Net income
|
34,043
|
|
|
12,661
|
|
|
508
|
|
|
47,212
|
|
||||
Less: Net income attributable to non-controlling interests in Consolidated Funds
|
—
|
|
|
12,661
|
|
|
508
|
|
|
13,169
|
|
||||
Less: Net income attributable to non-controlling interests in Ares Operating Group entities
|
18,133
|
|
|
—
|
|
|
—
|
|
|
18,133
|
|
||||
Net income attributable to Ares Management L.P.
|
15,910
|
|
|
—
|
|
|
—
|
|
|
15,910
|
|
||||
Less: Preferred equity dividends paid
|
5,425
|
|
|
—
|
|
|
—
|
|
|
5,425
|
|
||||
Net income attributable to Ares Management L.P. common shareholders
|
$
|
10,485
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
10,485
|
|
|
For the Nine Months Ended September 30, 2019
|
||||||||||||||
|
Consolidated
Company
Entities
|
|
Consolidated
Funds |
|
Eliminations
|
|
Consolidated
|
||||||||
Revenues
|
|
|
|
|
|
|
|
|
|
|
|
||||
Management fees (includes ARCC Part I Fees of $116,336)
|
$
|
740,024
|
|
|
$
|
—
|
|
|
$
|
(25,928
|
)
|
|
$
|
714,096
|
|
Carried interest allocation
|
503,808
|
|
|
—
|
|
|
—
|
|
|
503,808
|
|
||||
Incentive fees
|
33,931
|
|
|
—
|
|
|
(5,184
|
)
|
|
28,747
|
|
||||
Principal investment income
|
45,336
|
|
|
—
|
|
|
656
|
|
|
45,992
|
|
||||
Administrative, transaction and other fees
|
35,866
|
|
|
—
|
|
|
—
|
|
|
35,866
|
|
||||
Total revenues
|
1,358,965
|
|
|
—
|
|
|
(30,456
|
)
|
|
1,328,509
|
|
||||
Expenses
|
|
|
|
|
|
|
|
|
|
|
|||||
Compensation and benefits
|
485,232
|
|
|
—
|
|
|
—
|
|
|
485,232
|
|
||||
Performance related compensation
|
388,424
|
|
|
—
|
|
|
—
|
|
|
388,424
|
|
||||
General, administrative and other expense
|
195,988
|
|
|
—
|
|
|
—
|
|
|
195,988
|
|
||||
Expenses of the Consolidated Funds
|
—
|
|
|
61,977
|
|
|
(31,112
|
)
|
|
30,865
|
|
||||
Total expenses
|
1,069,644
|
|
|
61,977
|
|
|
(31,112
|
)
|
|
1,100,509
|
|
||||
Other income (expense)
|
|
|
|
|
|
|
|
|
|
|
|||||
Net realized and unrealized gains on investments
|
4,829
|
|
|
—
|
|
|
690
|
|
|
5,519
|
|
||||
Interest and dividend income
|
7,448
|
|
|
—
|
|
|
(1,922
|
)
|
|
5,526
|
|
||||
Interest expense
|
(16,073
|
)
|
|
—
|
|
|
—
|
|
|
(16,073
|
)
|
||||
Other expense, net
|
(2,784
|
)
|
|
—
|
|
|
1,214
|
|
|
(1,570
|
)
|
||||
Net realized and unrealized gains on investments of the Consolidated Funds
|
—
|
|
|
4,661
|
|
|
(1,405
|
)
|
|
3,256
|
|
||||
Interest and other income of the Consolidated Funds
|
—
|
|
|
303,312
|
|
|
—
|
|
|
303,312
|
|
||||
Interest expense of the Consolidated Funds
|
—
|
|
|
(206,688
|
)
|
|
2,637
|
|
|
(204,051
|
)
|
||||
Total other income (expense)
|
(6,580
|
)
|
|
101,285
|
|
|
1,214
|
|
|
95,919
|
|
||||
Income before taxes
|
282,741
|
|
|
39,308
|
|
|
1,870
|
|
|
323,919
|
|
||||
Income tax expense (benefit)
|
36,290
|
|
|
(700
|
)
|
|
—
|
|
|
35,590
|
|
||||
Net income
|
246,451
|
|
|
40,008
|
|
|
1,870
|
|
|
288,329
|
|
||||
Less: Net income attributable to non-controlling interests in Consolidated Funds
|
—
|
|
|
40,008
|
|
|
1,870
|
|
|
41,878
|
|
||||
Less: Net income attributable to non-controlling interests in Ares Operating Group entities
|
136,032
|
|
|
—
|
|
|
—
|
|
|
136,032
|
|
||||
Net income attributable to Ares Management Corporation
|
110,419
|
|
|
—
|
|
|
—
|
|
|
110,419
|
|
||||
Less: Series A Preferred Stock dividends paid
|
16,275
|
|
|
—
|
|
|
—
|
|
|
16,275
|
|
||||
Net income attributable to Ares Management Corporation Class A common stockholders
|
$
|
94,144
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
94,144
|
|
|
For the Nine Months Ended September 30, 2018
|
||||||||||||||
|
Consolidated
Company
Entities
|
|
Consolidated
Funds |
|
Eliminations
|
|
Consolidated
|
||||||||
Revenues
|
|
|
|
|
|
|
|
|
|
|
|
||||
Management fees (includes ARCC Part I Fees of $91,660)
|
$
|
612,792
|
|
|
$
|
—
|
|
|
$
|
(24,721
|
)
|
|
$
|
588,071
|
|
Carried interest allocation
|
72,587
|
|
|
—
|
|
|
—
|
|
|
72,587
|
|
||||
Incentive fees
|
17,683
|
|
|
—
|
|
|
(4,000
|
)
|
|
13,683
|
|
||||
Principal investment income (loss)
|
9,544
|
|
|
—
|
|
|
(10,228
|
)
|
|
(684
|
)
|
||||
Administrative, transaction and other fees
|
37,372
|
|
|
—
|
|
|
—
|
|
|
37,372
|
|
||||
Total revenues
|
749,978
|
|
|
—
|
|
|
(38,949
|
)
|
|
711,029
|
|
||||
Expenses
|
|
|
|
|
|
|
|
||||||||
Compensation and benefits
|
419,225
|
|
|
—
|
|
|
—
|
|
|
419,225
|
|
||||
Performance related compensation
|
30,479
|
|
|
—
|
|
|
—
|
|
|
30,479
|
|
||||
General, administrative and other expense
|
155,523
|
|
|
—
|
|
|
—
|
|
|
155,523
|
|
||||
Expenses of the Consolidated Funds
|
—
|
|
|
77,982
|
|
|
(28,721
|
)
|
|
49,261
|
|
||||
Total expenses
|
605,227
|
|
|
77,982
|
|
|
(28,721
|
)
|
|
654,488
|
|
||||
Other income (expense)
|
|
|
|
|
|
|
|
||||||||
Net realized and unrealized gains on investments
|
9,800
|
|
|
—
|
|
|
(1,830
|
)
|
|
7,970
|
|
||||
Interest and dividend income
|
6,604
|
|
|
—
|
|
|
(93
|
)
|
|
6,511
|
|
||||
Interest expense
|
(17,088
|
)
|
|
—
|
|
|
—
|
|
|
(17,088
|
)
|
||||
Other expense, net
|
(2,106
|
)
|
|
—
|
|
|
619
|
|
|
(1,487
|
)
|
||||
Net realized and unrealized gains on investments of the Consolidated Funds
|
—
|
|
|
26,053
|
|
|
786
|
|
|
26,839
|
|
||||
Interest and other income of the Consolidated Funds
|
—
|
|
|
250,117
|
|
|
—
|
|
|
250,117
|
|
||||
Interest expense of the Consolidated Funds
|
—
|
|
|
(165,080
|
)
|
|
1,138
|
|
|
(163,942
|
)
|
||||
Total other income (expense)
|
(2,790
|
)
|
|
111,090
|
|
|
620
|
|
|
108,920
|
|
||||
Income before taxes
|
141,961
|
|
|
33,108
|
|
|
(9,608
|
)
|
|
165,461
|
|
||||
Income tax expense
|
29,577
|
|
|
82
|
|
|
—
|
|
|
29,659
|
|
||||
Net income
|
112,384
|
|
|
33,026
|
|
|
(9,608
|
)
|
|
135,802
|
|
||||
Less: Net income attributable to non-controlling interests in Consolidated Funds
|
—
|
|
|
33,026
|
|
|
(9,608
|
)
|
|
23,418
|
|
||||
Less: Net income attributable to non-controlling interests in Ares Operating Group entities
|
67,301
|
|
|
—
|
|
|
—
|
|
|
67,301
|
|
||||
Net income attributable to Ares Management L.P.
|
45,083
|
|
|
—
|
|
|
—
|
|
|
45,083
|
|
||||
Less: Preferred equity dividends paid
|
16,275
|
|
|
—
|
|
|
—
|
|
|
16,275
|
|
||||
Net income attributable to Ares Management L.P. common shareholders
|
$
|
28,808
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
28,808
|
|
•
|
Fee Related Earnings (FRE)
|
•
|
Realized Income (RI)
|
•
|
net asset value (“NAV”) of such funds;
|
•
|
the drawn and undrawn debt (at the fund‑level including amounts subject to restrictions); and
|
•
|
uncalled committed capital (including commitments to funds that have yet to commence their investment periods).
|
|
Credit Group
|
|
Private Equity Group
|
|
Real Estate Group
|
|
Total AUM
|
||||||||
Balance at 6/30/2019
|
$
|
105,505
|
|
|
$
|
24,735
|
|
|
$
|
11,868
|
|
|
$
|
142,108
|
|
Net new par/equity commitments
|
593
|
|
|
267
|
|
|
953
|
|
|
1,813
|
|
||||
Net new debt commitments
|
1,704
|
|
|
25
|
|
|
—
|
|
|
1,729
|
|
||||
Distributions
|
(1,173
|
)
|
|
(80
|
)
|
|
(331
|
)
|
|
(1,584
|
)
|
||||
Change in fund value
|
(327
|
)
|
|
568
|
|
|
(9
|
)
|
|
232
|
|
||||
Balance at 9/30/2019
|
$
|
106,302
|
|
|
$
|
25,515
|
|
|
$
|
12,481
|
|
|
$
|
144,298
|
|
Average AUM(1)
|
$
|
105,905
|
|
|
$
|
25,126
|
|
|
$
|
12,176
|
|
|
$
|
143,207
|
|
|
Credit Group
|
|
Private Equity Group
|
|
Real Estate Group
|
|
Total AUM
|
||||||||
Balance at 6/30/2018
|
$
|
86,858
|
|
|
$
|
23,602
|
|
|
$
|
10,910
|
|
|
$
|
121,370
|
|
Net new par/equity commitments
|
3,618
|
|
|
—
|
|
|
370
|
|
|
3,988
|
|
||||
Net new debt commitments
|
1,904
|
|
|
100
|
|
|
—
|
|
|
2,004
|
|
||||
Distributions
|
(1,534
|
)
|
|
(523
|
)
|
|
(866
|
)
|
|
(2,923
|
)
|
||||
Change in fund value
|
655
|
|
|
(188
|
)
|
|
173
|
|
|
640
|
|
||||
Balance at 9/30/2018
|
$
|
91,501
|
|
|
$
|
22,991
|
|
|
$
|
10,587
|
|
|
$
|
125,079
|
|
Average AUM(1)
|
$
|
89,181
|
|
|
$
|
23,298
|
|
|
$
|
10,749
|
|
|
$
|
123,228
|
|
|
|
Credit Group
|
|
Private Equity Group
|
|
Real Estate Group
|
|
Total AUM
|
||||||||
Balance at 12/31/2018
|
$
|
95,836
|
|
|
$
|
23,487
|
|
|
$
|
11,340
|
|
|
$
|
130,663
|
|
Net new par/equity commitments
|
5,507
|
|
|
1,295
|
|
|
1,569
|
|
|
8,371
|
|
||||
Net new debt commitments
|
8,009
|
|
|
25
|
|
|
583
|
|
|
8,617
|
|
||||
Distributions
|
(4,895
|
)
|
|
(1,280
|
)
|
|
(1,319
|
)
|
|
(7,494
|
)
|
||||
Change in fund value
|
1,845
|
|
|
1,988
|
|
|
308
|
|
|
4,141
|
|
||||
Balance at 9/30/2019
|
$
|
106,302
|
|
|
$
|
25,515
|
|
|
$
|
12,481
|
|
|
$
|
144,298
|
|
Average AUM(1)
|
$
|
102,180
|
|
|
$
|
24,379
|
|
|
$
|
11,875
|
|
|
$
|
138,434
|
|
|
Credit Group
|
|
Private Equity Group
|
|
Real Estate Group
|
|
Total AUM
|
||||||||
Balance at 12/31/2017
|
$
|
71,732
|
|
|
$
|
24,530
|
|
|
$
|
10,229
|
|
|
$
|
106,491
|
|
Net new par/equity commitments
|
16,077
|
|
|
363
|
|
|
1,533
|
|
|
17,973
|
|
||||
Net new debt commitments
|
6,649
|
|
|
100
|
|
|
—
|
|
|
6,749
|
|
||||
Distributions
|
(4,670
|
)
|
|
(1,843
|
)
|
|
(1,397
|
)
|
|
(7,910
|
)
|
||||
Change in fund value
|
1,713
|
|
|
(159
|
)
|
|
222
|
|
|
1,776
|
|
||||
Balance at 9/30/2018
|
$
|
91,501
|
|
|
$
|
22,991
|
|
|
$
|
10,587
|
|
|
$
|
125,079
|
|
Average AUM(1)
|
$
|
81,851
|
|
|
$
|
23,857
|
|
|
$
|
10,656
|
|
|
$
|
116,364
|
|
|
AUM: $144,298
|
AUM: $125,079
|
|
FPAUM
|
|
AUM not yet earning fees
|
|
Non-fee paying(1)
|
|
General partner and affiliates
|
•
|
The amount of limited partner capital commitments for certain closed-end funds within the reinvestment period in the Credit Group, certain funds in the Private Equity Group and certain private funds in the Real Estate Group;
|
•
|
The amount of limited partner invested capital for the aforementioned closed-end funds beyond the reinvestment period as well as the structured assets funds in the Credit Group, certain managed accounts within their reinvestment period, European commingled funds in the Credit Group and co-invest vehicles in the Real Estate Group;
|
•
|
The gross amount of aggregate collateral balance, for CLOs, at par, adjusted for defaulted or discounted collateral; and
|
•
|
The portfolio value, gross asset value or NAV, adjusted in certain instances for cash or certain accrued expenses, for the remaining funds in the Credit Group, ARCC, certain managed accounts in the Credit Group and certain debt funds in the Real Estate Group.
|
|
Credit Group
|
|
Private Equity Group
|
|
Real Estate Group
|
|
Total
|
||||||||
FPAUM Balance at 6/30/2019
|
$
|
64,763
|
|
|
$
|
17,188
|
|
|
$
|
7,463
|
|
|
$
|
89,414
|
|
Commitments
|
690
|
|
|
161
|
|
|
426
|
|
|
1,277
|
|
||||
Subscriptions/deployment/increase in leverage
|
4,769
|
|
|
174
|
|
|
275
|
|
|
5,218
|
|
||||
Redemptions/distributions/decrease in leverage
|
(971
|
)
|
|
—
|
|
|
(234
|
)
|
|
(1,205
|
)
|
||||
Change in fund value
|
(270
|
)
|
|
(4
|
)
|
|
(96
|
)
|
|
(370
|
)
|
||||
Change in fee basis
|
—
|
|
|
(599
|
)
|
|
(418
|
)
|
|
(1,017
|
)
|
||||
FPAUM Balance at 9/30/2019
|
$
|
68,981
|
|
|
16,920
|
|
|
$
|
7,416
|
|
|
$
|
93,317
|
|
|
Average FPAUM(1)
|
$
|
66,873
|
|
|
$
|
17,056
|
|
|
$
|
7,440
|
|
|
$
|
91,369
|
|
|
Credit Group
|
|
Private Equity Group
|
|
Real Estate Group
|
|
Total
|
||||||||
FPAUM Balance at 6/30/2018
|
$
|
53,336
|
|
|
$
|
16,589
|
|
|
$
|
6,963
|
|
|
$
|
76,888
|
|
Commitments
|
1,267
|
|
|
—
|
|
|
369
|
|
|
1,636
|
|
||||
Subscriptions/deployment/increase in leverage
|
2,810
|
|
|
215
|
|
|
24
|
|
|
3,049
|
|
||||
Redemptions/distributions/decrease in leverage
|
(1,604
|
)
|
|
(70
|
)
|
|
(460
|
)
|
|
(2,134
|
)
|
||||
Change in fund value
|
97
|
|
|
(4
|
)
|
|
4
|
|
|
97
|
|
||||
Change in fee basis
|
—
|
|
|
(106
|
)
|
|
(66
|
)
|
|
(172
|
)
|
||||
FPAUM Balance at 9/30/2018
|
$
|
55,906
|
|
|
$
|
16,624
|
|
|
$
|
6,834
|
|
|
$
|
79,364
|
|
Average FPAUM(1)
|
$
|
54,623
|
|
|
$
|
16,608
|
|
|
$
|
6,900
|
|
|
$
|
78,131
|
|
|
|
Credit Group
|
|
Private Equity Group
|
|
Real Estate Group
|
|
Total
|
||||||||
FPAUM Balance at 12/31/2018
|
$
|
57,847
|
|
|
$
|
17,071
|
|
|
$
|
6,952
|
|
|
$
|
81,870
|
|
Commitments
|
4,098
|
|
|
242
|
|
|
790
|
|
|
5,130
|
|
||||
Subscriptions/deployment/increase in leverage
|
11,396
|
|
|
675
|
|
|
835
|
|
|
12,906
|
|
||||
Redemptions/distributions/decrease in leverage
|
(5,426
|
)
|
|
(470
|
)
|
|
(645
|
)
|
|
(6,541
|
)
|
||||
Change in fund value
|
1,200
|
|
|
1
|
|
|
(98
|
)
|
|
1,103
|
|
||||
Change in fee basis
|
(134
|
)
|
|
(599
|
)
|
|
(418
|
)
|
|
(1,151
|
)
|
||||
FPAUM Balance at 9/30/2019
|
$
|
68,981
|
|
|
$
|
16,920
|
|
|
$
|
7,416
|
|
|
$
|
93,317
|
|
Average FPAUM(1)
|
$
|
63,631
|
|
|
$
|
17,125
|
|
|
$
|
7,202
|
|
|
$
|
87,958
|
|
|
Credit Group
|
|
Private Equity Group
|
|
Real Estate Group
|
|
Total
|
||||||||
FPAUM Balance at 12/31/2017
|
$
|
49,450
|
|
|
$
|
16,858
|
|
|
$
|
6,189
|
|
|
$
|
72,497
|
|
Commitments
|
4,082
|
|
|
363
|
|
|
1,232
|
|
|
5,677
|
|
||||
Subscriptions/deployment/increase in leverage
|
6,726
|
|
|
589
|
|
|
440
|
|
|
7,755
|
|
||||
Redemptions/distributions/decrease in leverage
|
(4,938
|
)
|
|
(1,086
|
)
|
|
(758
|
)
|
|
(6,782
|
)
|
||||
Change in fund value
|
593
|
|
|
6
|
|
|
—
|
|
|
599
|
|
||||
Change in fee basis
|
(7
|
)
|
|
(106
|
)
|
|
(269
|
)
|
|
(382
|
)
|
||||
FPAUM Balance at 9/30/2018
|
$
|
55,906
|
|
|
$
|
16,624
|
|
|
$
|
6,834
|
|
|
$
|
79,364
|
|
Average FPAUM(1)
|
$
|
52,559
|
|
|
$
|
16,685
|
|
|
$
|
6,684
|
|
|
$
|
75,928
|
|
|
|
|
Credit
|
|
Private Equity
|
|
Real Estate
|
|
|
Permanent Capital
|
|
3 to 6 years
|
|
7 to 9 years
|
|
10 or more years
|
|
Differentiated Managed Accounts(1)
|
|
Fewer Than 3 years
|
|
Managed Accounts
|
|
|
Three Months Ended September 30,
|
|
Favorable (Unfavorable)
|
|
Nine Months Ended September 30,
|
|
Favorable (Unfavorable)
|
||||||||||||||||||||||
|
2019
|
|
2018
|
|
$ Change
|
|
% Change
|
|
2019
|
|
2018
|
|
$ Change
|
|
% Change
|
||||||||||||||
Revenues
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Management fees (includes ARCC Part I Fees of $38,786, $116,336 and $33,377, $91,660 for the three and nine months ended September 30, 2019 and 2018, respectively)
|
$
|
251,591
|
|
|
$
|
204,524
|
|
|
$
|
47,067
|
|
|
23
|
%
|
|
$
|
714,096
|
|
|
$
|
588,071
|
|
|
$
|
126,025
|
|
|
21
|
%
|
Carried interest allocation
|
186,803
|
|
|
31,902
|
|
|
154,901
|
|
|
NM
|
|
|
503,808
|
|
|
72,587
|
|
|
431,221
|
|
|
NM
|
|
||||||
Incentive fees
|
1,712
|
|
|
872
|
|
|
840
|
|
|
96
|
%
|
|
28,747
|
|
|
13,683
|
|
|
15,064
|
|
|
110
|
%
|
||||||
Principal investment income (loss)
|
11,389
|
|
|
(7,464
|
)
|
|
18,853
|
|
|
NM
|
|
|
45,992
|
|
|
(684
|
)
|
|
46,676
|
|
|
NM
|
|
||||||
Administrative, transaction and other fees
|
14,995
|
|
|
10,943
|
|
|
4,052
|
|
|
37
|
%
|
|
35,866
|
|
|
37,372
|
|
|
(1,506
|
)
|
|
(4
|
)%
|
||||||
Total revenues
|
466,490
|
|
|
240,777
|
|
|
225,713
|
|
|
94
|
%
|
|
1,328,509
|
|
|
711,029
|
|
|
617,480
|
|
|
87
|
%
|
||||||
Expenses
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Compensation and benefits
|
166,216
|
|
|
145,594
|
|
|
(20,622
|
)
|
|
(14
|
)%
|
|
485,232
|
|
|
419,225
|
|
|
(66,007
|
)
|
|
(16
|
)%
|
||||||
Performance related compensation
|
139,216
|
|
|
17,606
|
|
|
(121,610
|
)
|
|
NM
|
|
|
388,424
|
|
|
30,479
|
|
|
(357,945
|
)
|
|
NM
|
|
||||||
General, administrative and other expenses
|
79,385
|
|
|
51,155
|
|
|
(28,230
|
)
|
|
(55
|
)%
|
|
195,988
|
|
|
155,523
|
|
|
(40,465
|
)
|
|
(26
|
)%
|
||||||
Expenses of Consolidated Funds
|
10,884
|
|
|
12,833
|
|
|
1,949
|
|
|
15
|
%
|
|
30,865
|
|
|
49,261
|
|
|
18,396
|
|
|
37
|
%
|
||||||
Total expenses
|
395,701
|
|
|
227,188
|
|
|
(168,513
|
)
|
|
(74
|
)%
|
|
1,100,509
|
|
|
654,488
|
|
|
(446,021
|
)
|
|
(68
|
)%
|
||||||
Other income (expense)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Net realized and unrealized gains on investments
|
1,522
|
|
|
5,542
|
|
|
(4,020
|
)
|
|
(73
|
)%
|
|
5,519
|
|
|
7,970
|
|
|
(2,451
|
)
|
|
(31
|
)%
|
||||||
Interest and dividend income
|
2,030
|
|
|
808
|
|
|
1,222
|
|
|
151
|
%
|
|
5,526
|
|
|
6,511
|
|
|
(985
|
)
|
|
(15
|
)%
|
||||||
Interest expense
|
(4,691
|
)
|
|
(4,143
|
)
|
|
(548
|
)
|
|
(13
|
)%
|
|
(16,073
|
)
|
|
(17,088
|
)
|
|
1,015
|
|
|
6
|
%
|
||||||
Other income (expense), net
|
(1,870
|
)
|
|
811
|
|
|
(2,681
|
)
|
|
NM
|
|
|
(1,570
|
)
|
|
(1,487
|
)
|
|
(83
|
)
|
|
(6
|
)%
|
||||||
Net realized and unrealized gains (losses) on investments of Consolidated Funds
|
(992
|
)
|
|
5,437
|
|
|
(6,429
|
)
|
|
NM
|
|
|
3,256
|
|
|
26,839
|
|
|
(23,583
|
)
|
|
(88
|
)%
|
||||||
Interest and other income of Consolidated Funds
|
107,922
|
|
|
93,062
|
|
|
14,860
|
|
|
16
|
%
|
|
303,312
|
|
|
250,117
|
|
|
53,195
|
|
|
21
|
%
|
||||||
Interest expense of Consolidated Funds
|
(71,134
|
)
|
|
(62,763
|
)
|
|
(8,371
|
)
|
|
(13
|
)%
|
|
(204,051
|
)
|
|
(163,942
|
)
|
|
(40,109
|
)
|
|
(24
|
)%
|
||||||
Total other income
|
32,787
|
|
|
38,754
|
|
|
(5,967
|
)
|
|
(15
|
)%
|
|
95,919
|
|
|
108,920
|
|
|
(13,001
|
)
|
|
(12
|
)%
|
||||||
Income before taxes
|
103,576
|
|
|
52,343
|
|
|
51,233
|
|
|
98
|
%
|
|
323,919
|
|
|
165,461
|
|
|
158,458
|
|
|
96
|
%
|
||||||
Income tax expense
|
11,701
|
|
|
5,131
|
|
|
(6,570
|
)
|
|
(128
|
)%
|
|
35,590
|
|
|
29,659
|
|
|
(5,931
|
)
|
|
(20
|
)%
|
||||||
Net income
|
91,875
|
|
|
47,212
|
|
|
44,663
|
|
|
95
|
%
|
|
288,329
|
|
|
135,802
|
|
|
152,527
|
|
|
112
|
%
|
||||||
Less: Net income attributable to non-controlling interests in Consolidated Funds
|
15,908
|
|
|
13,169
|
|
|
2,739
|
|
|
21
|
%
|
|
41,878
|
|
|
23,418
|
|
|
18,460
|
|
|
79
|
%
|
||||||
Less: Net income attributable to non-controlling interests in Ares Operating Group entities
|
42,636
|
|
|
18,133
|
|
|
24,503
|
|
|
135
|
%
|
|
136,032
|
|
|
67,301
|
|
|
68,731
|
|
|
102
|
%
|
||||||
Net income attributable to Ares Management Corporation
|
33,331
|
|
|
15,910
|
|
|
17,421
|
|
|
109
|
%
|
|
110,419
|
|
|
45,083
|
|
|
65,336
|
|
|
145
|
%
|
||||||
Less: Series A Preferred Stock dividends paid
|
5,425
|
|
|
5,425
|
|
|
—
|
|
|
—
|
%
|
|
16,275
|
|
|
16,275
|
|
|
—
|
|
|
—
|
%
|
||||||
Net income attributable to Ares Management Corporation Class A common stockholders
|
$
|
27,906
|
|
|
$
|
10,485
|
|
|
17,421
|
|
|
166
|
%
|
|
$
|
94,144
|
|
|
$
|
28,808
|
|
|
65,336
|
|
|
227
|
%
|
|
|
Three Months Ended September 30, 2019
|
Primary Drivers
|
|
Three Months Ended September 30, 2018
|
Primary Drivers
|
||||
Credit funds
|
$
|
25.2
|
|
10 direct lending funds with $8.9 billion of IGAUM generating returns in excess of their hurdle rates, primarily from Ares Capital Europe III, L.P. (“ACE III”), Ares Capital Europe IV, L.P. (“ACE IV”) and Ares Private Credit Solutions, L.P. (“PCS”) that generated $5.5 million, $14.0 million and $7.2 million of carried interest allocation during the period, respectively.
|
|
$
|
28.3
|
|
13 direct lending funds with $14.7 billion of IGAUM generating returns in excess of their hurdle rates, primarily from ACE III, ACE IV and PCS that generated carried interest allocation during the period of $9.8 million, $4.5 million and $3.8 million, respectively.
|
Private equity funds
|
146.3
|
|
Market appreciation across several Ares Corporate Opportunities Fund V, L.P. ("ACOF V") portfolio companies; and market appreciation of Ares Corporate Opportunities Fund III, L.P.'s (“ACOF III”) investments in Floor & Decor Holdings, Inc. (“Floor & Decor”) and a professional service company resulting from a pending sale of this company.
|
|
(56.3
|
)
|
Market depreciation of ACOF III's investment in Floor & Decor; offset by market appreciation across several ACOF IV portfolio companies.
|
||
Real estate funds
|
15.3
|
|
Market appreciation from multiple properties within three of our U.S. real estate equity funds, Ares European Real Estate Fund IV L.P. (“EF IV”) and a certain European real estate equity fund.
|
|
59.9
|
|
Market appreciation from multiple properties within six of our U.S. real estate equity funds, EF IV and two European real estate funds.
|
||
Carried interest allocation
|
$
|
186.8
|
|
|
|
$
|
31.9
|
|
|
|
Nine Months Ended September 30, 2019
|
Primary Drivers
|
|
Nine Months Ended September 30, 2018
|
Primary Drivers
|
||||
Credit funds
|
$
|
97.9
|
|
10 direct lending funds with $8.9 billion of IGAUM generating returns in excess of their hurdle rates, primarily from ACE III, ACE IV and PCS that generated $25.4 million, $33.7 million and $23.6 million of carried interest allocation during the period, respectively.
|
|
$
|
69.8
|
|
13 direct lending funds with $14.7 billion of IGAUM generating returns in excess of their hurdle rates, primarily from ACE III, ACE IV and PCS that generated carried interest allocation during the period of $32.6 million, $4.5 million and $14.4 million, respectively.
|
Private equity funds
|
355.5
|
|
Market appreciation of ACOF III's investments in Floor & Decor and a professional service company resulting from a pending sale of this company; increased fair value of Ares Corporate Opportunities Fund IV, L.P.'s ("ACOF IV") investment in a portfolio company resulting from a pending sale of the company; and market appreciation across several ACOF IV and ACOF V portfolio companies.
|
|
(84.0
|
)
|
Market depreciation of ACOF III's investment in Floor & Decor and a reduction in fair value in an Ares Energy Investors Fund V, L.P. (“EIF V”) portfolio company.
|
||
Real estate funds
|
50.4
|
|
Market appreciation from multiple properties within four of our U.S. real estate equity funds, EF IV and three European real estate equity funds.
|
|
86.8
|
|
Market appreciation from multiple properties within seven of our U.S. real estate equity funds, EF IV and two European real estate funds.
|
||
Carried interest allocation
|
$
|
503.8
|
|
|
|
$
|
72.6
|
|
|
|
Three Months Ended
|
|
Favorable (Unfavorable)
|
|
Nine Months Ended
|
|
Favorable (Unfavorable)
|
||||||||||||||||||||||
|
September 30,
|
|
|
September 30,
|
|
||||||||||||||||||||||||
|
2019
|
|
2018
|
|
$ Change
|
|
% Change
|
|
2019
|
|
2018
|
|
$ Change
|
|
% Change
|
||||||||||||||
Fee Related Earnings:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Credit Group
|
$
|
103,062
|
|
|
$
|
82,910
|
|
|
$
|
20,152
|
|
|
24
|
%
|
|
$
|
293,181
|
|
|
$
|
239,018
|
|
|
$
|
54,163
|
|
|
23
|
%
|
Private Equity Group
|
29,926
|
|
|
25,184
|
|
|
4,742
|
|
|
19
|
%
|
|
82,028
|
|
|
78,979
|
|
|
3,049
|
|
|
4
|
%
|
||||||
Real Estate Group
|
9,152
|
|
|
6,382
|
|
|
2,770
|
|
|
43
|
%
|
|
22,386
|
|
|
17,473
|
|
|
4,913
|
|
|
28
|
%
|
||||||
Operations Management Group
|
(55,466
|
)
|
|
(50,059
|
)
|
|
(5,407
|
)
|
|
(11
|
)%
|
|
(162,627
|
)
|
|
(148,558
|
)
|
|
(14,069
|
)
|
|
(9
|
)%
|
||||||
Fee Related Earnings
|
$
|
86,674
|
|
|
$
|
64,417
|
|
|
22,257
|
|
|
35
|
%
|
|
$
|
234,968
|
|
|
$
|
186,912
|
|
|
48,056
|
|
|
26
|
%
|
||
Realized Income:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Credit Group
|
$
|
108,986
|
|
|
$
|
84,666
|
|
|
$
|
24,320
|
|
|
29
|
%
|
|
$
|
319,039
|
|
|
$
|
260,173
|
|
|
$
|
58,866
|
|
|
23
|
%
|
Private Equity Group
|
28,780
|
|
|
43,427
|
|
|
(14,647
|
)
|
|
(34
|
)%
|
|
104,348
|
|
|
124,162
|
|
|
(19,814
|
)
|
|
(16
|
)%
|
||||||
Real Estate Group
|
16,653
|
|
|
13,542
|
|
|
3,111
|
|
|
23
|
%
|
|
37,933
|
|
|
33,690
|
|
|
4,243
|
|
|
13
|
%
|
||||||
Operations Management Group
|
(56,012
|
)
|
|
(50,217
|
)
|
|
(5,795
|
)
|
|
(12
|
)%
|
|
(163,970
|
)
|
|
(146,480
|
)
|
|
(17,490
|
)
|
|
(12
|
)%
|
||||||
Realized Income
|
$
|
98,407
|
|
|
$
|
91,418
|
|
|
6,989
|
|
|
8
|
%
|
|
$
|
297,350
|
|
|
$
|
271,545
|
|
|
25,805
|
|
|
10
|
%
|
|
For the Three Months Ended
September 30, |
|
For the Nine Months Ended
September 30, |
||||||||||||
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
Income before taxes
|
$
|
103,576
|
|
|
$
|
52,343
|
|
|
$
|
323,919
|
|
|
$
|
165,461
|
|
Adjustments:
|
|
|
|
|
|
|
|
||||||||
Depreciation and amortization expense
|
24,564
|
|
|
5,347
|
|
|
35,609
|
|
|
20,234
|
|
||||
Equity compensation expense
|
22,393
|
|
|
23,940
|
|
|
73,974
|
|
|
67,534
|
|
||||
Acquisition and merger-related expense
|
4,777
|
|
|
253
|
|
|
10,757
|
|
|
(19
|
)
|
||||
Unamortized placement fees
|
4,366
|
|
|
6,194
|
|
|
17,319
|
|
|
9,710
|
|
||||
Other (income) expense, net
|
(461
|
)
|
|
3
|
|
|
(460
|
)
|
|
13,564
|
|
||||
Net expense of non-controlling interests in consolidated subsidiaries
|
799
|
|
|
819
|
|
|
2,608
|
|
|
2,178
|
|
||||
Income before taxes of non-controlling interests in Consolidated Funds, net of eliminations
|
(16,054
|
)
|
|
(13,182
|
)
|
|
(41,178
|
)
|
|
(23,500
|
)
|
||||
Unconsolidated performance (income) loss - unrealized
|
(181,174
|
)
|
|
37,999
|
|
|
(426,411
|
)
|
|
127,224
|
|
||||
Unconsolidated performance related compensation - unrealized
|
137,174
|
|
|
(42,417
|
)
|
|
311,936
|
|
|
(132,294
|
)
|
||||
Unconsolidated net investment (income) loss - unrealized
|
(1,553
|
)
|
|
20,119
|
|
|
(10,723
|
)
|
|
21,453
|
|
||||
Realized Income
|
98,407
|
|
|
91,418
|
|
|
297,350
|
|
|
271,545
|
|
||||
Unconsolidated performance income - realized
|
(7,314
|
)
|
|
(71,568
|
)
|
|
(111,881
|
)
|
|
(217,283
|
)
|
||||
Unconsolidated performance related compensation - realized
|
2,042
|
|
|
60,023
|
|
|
76,488
|
|
|
162,773
|
|
||||
Unconsolidated net investment income - realized
|
(6,461
|
)
|
|
(15,456
|
)
|
|
(26,989
|
)
|
|
(30,123
|
)
|
||||
Fee Related Earnings
|
$
|
86,674
|
|
|
$
|
64,417
|
|
|
$
|
234,968
|
|
|
$
|
186,912
|
|
|
Three Months Ended September 30,
|
|
Favorable (Unfavorable)
|
|
Nine Months Ended September 30,
|
|
Favorable (Unfavorable)
|
||||||||||||||||||||||
|
|
|
|
||||||||||||||||||||||||||
|
2019
|
|
2018
|
|
$ Change
|
|
% Change
|
|
2019
|
|
2018
|
|
$ Change
|
|
% Change
|
||||||||||||||
Management fees (includes ARCC Part I Fees of $38,786, $116,336 and $33,377, $91,660 for the three and nine months ended September 30, 2019 and 2018, respectively)
|
$
|
178,447
|
|
|
$
|
145,414
|
|
|
$
|
33,033
|
|
|
23
|
%
|
|
$
|
513,760
|
|
|
$
|
413,028
|
|
|
$
|
100,732
|
|
|
24
|
%
|
Other fees
|
5,174
|
|
|
3,656
|
|
|
1,518
|
|
|
42
|
%
|
|
12,179
|
|
|
16,263
|
|
|
(4,084
|
)
|
|
(25
|
)%
|
||||||
Compensation and benefits
|
(67,770
|
)
|
|
(55,239
|
)
|
|
(12,531
|
)
|
|
(23
|
)%
|
|
(193,083
|
)
|
|
(158,204
|
)
|
|
(34,879
|
)
|
|
(22
|
)%
|
||||||
General, administrative and other expenses
|
(12,789
|
)
|
|
(10,921
|
)
|
|
(1,868
|
)
|
|
(17
|
)%
|
|
(39,675
|
)
|
|
(32,069
|
)
|
|
(7,606
|
)
|
|
(24
|
)%
|
||||||
Fee Related Earnings
|
$
|
103,062
|
|
|
$
|
82,910
|
|
|
20,152
|
|
|
24
|
%
|
|
$
|
293,181
|
|
|
$
|
239,018
|
|
|
54,163
|
|
|
23
|
%
|
|
Three Months Ended September 30,
|
|
Favorable (Unfavorable)
|
|
Nine Months Ended September 30,
|
|
Favorable (Unfavorable)
|
||||||||||||||||||||||
|
|
|
|
||||||||||||||||||||||||||
|
2019
|
|
2018
|
|
$ Change
|
|
% Change
|
|
2019
|
|
2018
|
|
$ Change
|
|
% Change
|
||||||||||||||
Fee Related Earnings
|
$
|
103,062
|
|
|
$
|
82,910
|
|
|
$
|
20,152
|
|
|
24
|
%
|
|
$
|
293,181
|
|
|
$
|
239,018
|
|
|
$
|
54,163
|
|
|
23
|
%
|
Performance income-realized
|
1,037
|
|
|
1,729
|
|
|
(692
|
)
|
|
(40
|
)%
|
|
38,921
|
|
|
48,472
|
|
|
(9,551
|
)
|
|
(20
|
)%
|
||||||
Performance related compensation-realized
|
(630
|
)
|
|
(1,113
|
)
|
|
483
|
|
|
43
|
%
|
|
(22,857
|
)
|
|
(27,778
|
)
|
|
4,921
|
|
|
18
|
%
|
||||||
Realized net performance income
|
407
|
|
|
616
|
|
|
(209
|
)
|
|
(34
|
)%
|
|
16,064
|
|
|
20,694
|
|
|
(4,630
|
)
|
|
(22
|
)%
|
||||||
Investment income-realized
|
114
|
|
|
1,063
|
|
|
(949
|
)
|
|
(89
|
)%
|
|
662
|
|
|
2,429
|
|
|
(1,767
|
)
|
|
(73
|
)%
|
||||||
Interest and other investment income-realized
|
6,964
|
|
|
1,604
|
|
|
5,360
|
|
|
NM
|
|
|
14,500
|
|
|
7,828
|
|
|
6,672
|
|
|
85
|
%
|
||||||
Interest expense
|
(1,561
|
)
|
|
(1,527
|
)
|
|
(34
|
)
|
|
(2
|
)%
|
|
(5,368
|
)
|
|
(9,796
|
)
|
|
4,428
|
|
|
45
|
%
|
||||||
Realized net investment income
|
5,517
|
|
|
1,140
|
|
|
4,377
|
|
|
NM
|
|
|
9,794
|
|
|
461
|
|
|
9,333
|
|
|
NM
|
|
||||||
Realized Income
|
$
|
108,986
|
|
|
$
|
84,666
|
|
|
24,320
|
|
|
29
|
%
|
|
$
|
319,039
|
|
|
$
|
260,173
|
|
|
58,866
|
|
|
23
|
%
|
|
|
As of September 30,
|
|
As of December 31,
|
||||
|
2019
|
|
2018
|
||||
ACE III
|
$
|
81,361
|
|
|
$
|
63,338
|
|
ACE IV
|
41,081
|
|
|
8,517
|
|
||
CSF III
|
12,837
|
|
|
9,962
|
|
||
ARCC
|
—
|
|
|
50,246
|
|
||
PCS
|
44,931
|
|
|
21,009
|
|
||
Other credit funds
|
69,899
|
|
|
57,583
|
|
||
Total Credit Group
|
$
|
250,109
|
|
|
$
|
210,655
|
|
|
Three Months Ended September 30, 2019
|
|
Three Months Ended September 30, 2018
|
||||||||||||||||||||
|
Realized
|
|
Unrealized
|
|
Net
|
|
Realized
|
|
Unrealized
|
|
Net
|
||||||||||||
ACE III
|
$
|
—
|
|
|
$
|
5,482
|
|
|
$
|
5,482
|
|
|
$
|
—
|
|
|
$
|
9,777
|
|
|
$
|
9,777
|
|
ACE IV
|
—
|
|
|
14,030
|
|
|
14,030
|
|
|
—
|
|
|
4,456
|
|
|
4,456
|
|
||||||
CSF III
|
—
|
|
|
(219
|
)
|
|
(219
|
)
|
|
—
|
|
|
1,966
|
|
|
1,966
|
|
||||||
PCS
|
—
|
|
|
7,166
|
|
|
7,166
|
|
|
—
|
|
|
3,773
|
|
|
3,773
|
|
||||||
Other credit funds
|
1,037
|
|
|
(1,282
|
)
|
|
(245
|
)
|
|
1,729
|
|
|
6,895
|
|
|
8,624
|
|
||||||
Total Credit Group
|
$
|
1,037
|
|
|
$
|
25,177
|
|
|
$
|
26,214
|
|
|
$
|
1,729
|
|
|
$
|
26,867
|
|
|
$
|
28,596
|
|
|
Nine Months Ended September 30, 2019
|
|
Nine Months Ended September 30, 2018
|
||||||||||||||||||||
|
Realized
|
|
Unrealized
|
|
Net
|
|
Realized
|
|
Unrealized
|
|
Net
|
||||||||||||
ACE III
|
$
|
4,706
|
|
|
$
|
20,738
|
|
|
$
|
25,444
|
|
|
$
|
15,361
|
|
|
$
|
17,246
|
|
|
$
|
32,607
|
|
ACE IV
|
—
|
|
|
33,731
|
|
|
33,731
|
|
|
—
|
|
|
4,456
|
|
|
4,456
|
|
||||||
CSF III
|
—
|
|
|
2,876
|
|
|
2,876
|
|
|
—
|
|
|
1,691
|
|
|
1,691
|
|
||||||
PCS
|
—
|
|
|
23,565
|
|
|
23,565
|
|
|
—
|
|
|
14,447
|
|
|
14,447
|
|
||||||
Other credit funds
|
34,215
|
|
|
10,803
|
|
|
45,018
|
|
|
33,111
|
|
|
551
|
|
|
33,662
|
|
||||||
Total Credit Group
|
$
|
38,921
|
|
|
$
|
91,713
|
|
|
$
|
130,634
|
|
|
$
|
48,472
|
|
|
$
|
38,391
|
|
|
$
|
86,863
|
|
|
Syndicated Loans
|
|
High Yield
|
|
Credit Opportunities
|
|
Alternative Credit
|
|
U.S. Direct Lending
|
|
European Direct Lending
|
|
Total Credit Group
|
||||||||||||||
Balance at 6/30/2019
|
$
|
20,924
|
|
|
$
|
3,494
|
|
|
$
|
2,497
|
|
|
$
|
7,339
|
|
|
$
|
46,292
|
|
|
$
|
24,959
|
|
|
$
|
105,505
|
|
Net new par/equity commitments
|
95
|
|
|
49
|
|
|
4
|
|
|
81
|
|
|
146
|
|
|
218
|
|
|
593
|
|
|||||||
Net new debt commitments
|
472
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,232
|
|
|
—
|
|
|
1,704
|
|
|||||||
Distributions
|
(127
|
)
|
|
(201
|
)
|
|
(14
|
)
|
|
(88
|
)
|
|
(564
|
)
|
|
(179
|
)
|
|
(1,173
|
)
|
|||||||
Change in fund value
|
(89
|
)
|
|
70
|
|
|
25
|
|
|
(61
|
)
|
|
297
|
|
|
(569
|
)
|
|
(327
|
)
|
|||||||
Balance at 9/30/2019
|
$
|
21,275
|
|
|
$
|
3,412
|
|
|
$
|
2,512
|
|
|
$
|
7,271
|
|
|
$
|
47,403
|
|
|
$
|
24,429
|
|
|
$
|
106,302
|
|
Average AUM(1)
|
$
|
21,100
|
|
|
$
|
3,453
|
|
|
$
|
2,505
|
|
|
$
|
7,305
|
|
|
$
|
46,848
|
|
|
$
|
24,694
|
|
|
$
|
105,905
|
|
|
Syndicated Loans
|
|
High Yield
|
|
Credit Opportunities
|
|
Alternative Credit
|
|
U.S. Direct Lending
|
|
European Direct Lending
|
|
Total Credit Group
|
||||||||||||||
Balance at 6/30/2018
|
$
|
17,627
|
|
|
$
|
4,381
|
|
|
$
|
2,931
|
|
|
$
|
5,753
|
|
|
$
|
36,838
|
|
|
$
|
19,328
|
|
|
$
|
86,858
|
|
Net new par/equity commitments
|
65
|
|
|
68
|
|
|
1
|
|
|
(626
|
)
|
|
2,284
|
|
|
1,826
|
|
|
3,618
|
|
|||||||
Net new debt commitments
|
1,082
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
532
|
|
|
290
|
|
|
1,904
|
|
|||||||
Distributions
|
(126
|
)
|
|
(76
|
)
|
|
(132
|
)
|
|
(75
|
)
|
|
(775
|
)
|
|
(350
|
)
|
|
(1,534
|
)
|
|||||||
Change in fund value
|
39
|
|
|
76
|
|
|
42
|
|
|
46
|
|
|
352
|
|
|
100
|
|
|
655
|
|
|||||||
Balance at 9/30/2018
|
$
|
18,687
|
|
|
$
|
4,449
|
|
|
$
|
2,842
|
|
|
$
|
5,098
|
|
|
$
|
39,231
|
|
|
$
|
21,194
|
|
|
$
|
91,501
|
|
Average AUM(1)
|
$
|
18,157
|
|
|
$
|
4,415
|
|
|
$
|
2,887
|
|
|
$
|
5,426
|
|
|
$
|
38,035
|
|
|
$
|
20,261
|
|
|
$
|
89,181
|
|
|
(1)
|
Represents the quarterly average of beginning and ending balances.
|
|
Syndicated Loans
|
|
High Yield
|
|
Credit Opportunities
|
|
Alternative Credit
|
|
U.S. Direct Lending
|
|
European Direct Lending
|
|
Total Credit Group
|
||||||||||||||
Balance at 12/31/2018
|
$
|
18,880
|
|
|
$
|
4,024
|
|
|
$
|
2,761
|
|
|
$
|
5,448
|
|
|
$
|
40,668
|
|
|
$
|
24,055
|
|
|
$
|
95,836
|
|
Net new par/equity commitments
|
929
|
|
|
124
|
|
|
(70
|
)
|
|
2,047
|
|
|
1,736
|
|
|
741
|
|
|
5,507
|
|
|||||||
Net new debt commitments
|
2,435
|
|
|
—
|
|
|
—
|
|
|
75
|
|
|
5,160
|
|
|
339
|
|
|
8,009
|
|
|||||||
Distributions
|
(1,093
|
)
|
|
(1,180
|
)
|
|
(385
|
)
|
|
(414
|
)
|
|
(1,307
|
)
|
|
(516
|
)
|
|
(4,895
|
)
|
|||||||
Change in fund value
|
124
|
|
|
444
|
|
|
206
|
|
|
115
|
|
|
1,146
|
|
|
(190
|
)
|
|
1,845
|
|
|||||||
Balance at 9/30/2019
|
$
|
21,275
|
|
|
$
|
3,412
|
|
|
$
|
2,512
|
|
|
$
|
7,271
|
|
|
$
|
47,403
|
|
|
$
|
24,429
|
|
|
$
|
106,302
|
|
Average AUM(1)
|
$
|
20,580
|
|
|
$
|
3,794
|
|
|
$
|
2,558
|
|
|
$
|
6,659
|
|
|
$
|
44,090
|
|
|
$
|
24,499
|
|
|
$
|
102,180
|
|
|
Syndicated Loans
|
|
High Yield
|
|
Credit Opportunities
|
|
Alternative Credit
|
|
U.S. Direct Lending
|
|
European Direct Lending
|
|
Total Credit Group
|
||||||||||||||
Balance at 12/31/2017
|
$
|
16,530
|
|
|
$
|
4,630
|
|
|
$
|
3,333
|
|
|
$
|
4,791
|
|
|
$
|
30,640
|
|
|
$
|
11,808
|
|
|
$
|
71,732
|
|
Net new par/equity commitments
|
195
|
|
|
268
|
|
|
40
|
|
|
348
|
|
|
6,065
|
|
|
9,161
|
|
|
16,077
|
|
|||||||
Net new debt commitments
|
2,656
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3,457
|
|
|
536
|
|
|
6,649
|
|
|||||||
Distributions
|
(706
|
)
|
|
(530
|
)
|
|
(604
|
)
|
|
(152
|
)
|
|
(2,105
|
)
|
|
(573
|
)
|
|
(4,670
|
)
|
|||||||
Change in fund value
|
12
|
|
|
81
|
|
|
73
|
|
|
111
|
|
|
1,174
|
|
|
262
|
|
|
1,713
|
|
|||||||
Balance at 9/30/2018
|
$
|
18,687
|
|
|
$
|
4,449
|
|
|
$
|
2,842
|
|
|
$
|
5,098
|
|
|
$
|
39,231
|
|
|
$
|
21,194
|
|
|
$
|
91,501
|
|
Average AUM(1)
|
$
|
17,564
|
|
|
$
|
4,511
|
|
|
$
|
3,067
|
|
|
$
|
5,137
|
|
|
$
|
35,317
|
|
|
$
|
16,255
|
|
|
$
|
81,851
|
|
|
(1)
|
Represents the quarterly average of beginning and ending balances.
|
|
Syndicated Loans
|
|
High Yield
|
|
Credit Opportunities
|
|
Alternative Credit
|
|
U.S. Direct Lending
|
|
European Direct Lending
|
|
Total Credit Group
|
||||||||||||||
FPAUM Balance at 6/30/2019
|
$
|
20,195
|
|
|
$
|
3,496
|
|
|
$
|
2,092
|
|
|
$
|
3,828
|
|
|
$
|
24,365
|
|
|
$
|
10,787
|
|
|
$
|
64,763
|
|
Commitments
|
551
|
|
|
46
|
|
|
3
|
|
|
80
|
|
|
10
|
|
|
—
|
|
|
690
|
|
|||||||
Subscriptions/deployment/increase in leverage
|
338
|
|
|
3
|
|
|
8
|
|
|
274
|
|
|
2,711
|
|
|
1,435
|
|
|
4,769
|
|
|||||||
Redemptions/distributions/decrease in leverage
|
(115
|
)
|
|
(110
|
)
|
|
(30
|
)
|
|
(131
|
)
|
|
(418
|
)
|
|
(167
|
)
|
|
(971
|
)
|
|||||||
Change in fund value
|
(119
|
)
|
|
(21
|
)
|
|
25
|
|
|
(79
|
)
|
|
155
|
|
|
(231
|
)
|
|
(270
|
)
|
|||||||
FPAUM Balance at 9/30/2019
|
$
|
20,850
|
|
|
$
|
3,414
|
|
|
$
|
2,098
|
|
|
$
|
3,972
|
|
|
$
|
26,823
|
|
|
$
|
11,824
|
|
|
$
|
68,981
|
|
Average FPAUM(1)
|
$
|
20,523
|
|
|
$
|
3,455
|
|
|
$
|
2,095
|
|
|
$
|
3,900
|
|
|
$
|
25,594
|
|
|
$
|
11,306
|
|
|
$
|
66,873
|
|
|
Syndicated Loans
|
|
High Yield
|
|
Credit Opportunities
|
|
Alternative Credit
|
|
U.S. Direct Lending
|
|
European Direct Lending
|
|
Total Credit Group
|
||||||||||||||
FPAUM Balance at 6/30/2018
|
$
|
17,144
|
|
|
$
|
4,380
|
|
|
$
|
2,369
|
|
|
$
|
3,432
|
|
|
$
|
18,633
|
|
|
$
|
7,378
|
|
|
$
|
53,336
|
|
Commitments
|
1,177
|
|
|
68
|
|
|
1
|
|
|
—
|
|
|
21
|
|
|
—
|
|
|
1,267
|
|
|||||||
Subscriptions/deployment/increase in leverage
|
—
|
|
|
—
|
|
|
16
|
|
|
283
|
|
|
739
|
|
|
1,772
|
|
|
2,810
|
|
|||||||
Redemptions/distributions/decrease in leverage
|
(121
|
)
|
|
(76
|
)
|
|
(55
|
)
|
|
(175
|
)
|
|
(615
|
)
|
|
(562
|
)
|
|
(1,604
|
)
|
|||||||
Change in fund value
|
51
|
|
|
76
|
|
|
38
|
|
|
35
|
|
|
(162
|
)
|
|
59
|
|
|
97
|
|
|||||||
FPAUM Balance at 9/30/2018
|
$
|
18,251
|
|
|
$
|
4,448
|
|
|
$
|
2,369
|
|
|
$
|
3,575
|
|
|
$
|
18,616
|
|
|
$
|
8,647
|
|
|
$
|
55,906
|
|
Average FPAUM(1)
|
$
|
17,698
|
|
|
$
|
4,414
|
|
|
$
|
2,369
|
|
|
$
|
3,504
|
|
|
$
|
18,625
|
|
|
$
|
8,013
|
|
|
$
|
54,623
|
|
|
|
Syndicated Loans
|
|
High Yield
|
|
Credit Opportunities
|
|
Alternative Credit
|
|
U.S. Direct Lending
|
|
European Direct Lending
|
|
Total Credit Group
|
||||||||||||||
FPAUM Balance at 12/31/2018
|
$
|
18,328
|
|
|
$
|
4,025
|
|
|
$
|
2,196
|
|
|
$
|
2,826
|
|
|
$
|
21,657
|
|
|
$
|
8,815
|
|
|
$
|
57,847
|
|
Commitments
|
3,179
|
|
|
121
|
|
|
105
|
|
|
663
|
|
|
30
|
|
|
—
|
|
|
4,098
|
|
|||||||
Subscriptions/deployment/increase in leverage
|
354
|
|
|
3
|
|
|
31
|
|
|
889
|
|
|
6,158
|
|
|
3,961
|
|
|
11,396
|
|
|||||||
Redemptions/distributions/decrease in leverage
|
(1,014
|
)
|
|
(1,088
|
)
|
|
(433
|
)
|
|
(449
|
)
|
|
(1,656
|
)
|
|
(786
|
)
|
|
(5,426
|
)
|
|||||||
Change in fund value
|
3
|
|
|
353
|
|
|
199
|
|
|
43
|
|
|
634
|
|
|
(32
|
)
|
|
1,200
|
|
|||||||
Change in fee basis
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(134
|
)
|
|
(134
|
)
|
|||||||
FPAUM Balance at 9/30/2019
|
$
|
20,850
|
|
|
$
|
3,414
|
|
|
$
|
2,098
|
|
|
$
|
3,972
|
|
|
$
|
26,823
|
|
|
$
|
11,824
|
|
|
$
|
68,981
|
|
Average FPAUM(1)
|
$
|
19,760
|
|
|
$
|
3,796
|
|
|
$
|
2,112
|
|
|
$
|
3,454
|
|
|
$
|
24,132
|
|
|
$
|
10,377
|
|
|
$
|
63,631
|
|
|
Syndicated Loans
|
|
High Yield
|
|
Credit Opportunities
|
|
Alternative Credit
|
|
U.S. Direct Lending
|
|
European Direct Lending
|
|
Total Credit Group
|
||||||||||||||
FPAUM Balance at 12/31/2017
|
$
|
15,251
|
|
|
$
|
4,629
|
|
|
$
|
2,809
|
|
|
$
|
3,434
|
|
|
$
|
16,869
|
|
|
$
|
6,458
|
|
|
$
|
49,450
|
|
Commitments
|
3,602
|
|
|
256
|
|
|
4
|
|
|
95
|
|
|
95
|
|
|
30
|
|
|
4,082
|
|
|||||||
Subscriptions/deployment/increase in leverage
|
—
|
|
|
12
|
|
|
41
|
|
|
432
|
|
|
3,113
|
|
|
3,128
|
|
|
6,726
|
|
|||||||
Redemptions/distributions/decrease in leverage
|
(687
|
)
|
|
(527
|
)
|
|
(554
|
)
|
|
(464
|
)
|
|
(1,751
|
)
|
|
(955
|
)
|
|
(4,938
|
)
|
|||||||
Change in fund value
|
89
|
|
|
81
|
|
|
69
|
|
|
78
|
|
|
290
|
|
|
(14
|
)
|
|
593
|
|
|||||||
Change in fee basis
|
(4
|
)
|
|
(3
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(7
|
)
|
|||||||
FPAUM Balance at 9/30/2018
|
$
|
18,251
|
|
|
$
|
4,448
|
|
|
$
|
2,369
|
|
|
$
|
3,575
|
|
|
$
|
18,616
|
|
|
$
|
8,647
|
|
|
$
|
55,906
|
|
Average FPAUM(1)
|
$
|
16,560
|
|
|
$
|
4,509
|
|
|
$
|
2,542
|
|
|
$
|
3,489
|
|
|
$
|
18,069
|
|
|
$
|
7,390
|
|
|
$
|
52,559
|
|
|
AUM: $106,302
|
AUM: $91,501
|
|
FPAUM
|
|
AUM not yet earning fees
|
|
Non-fee paying(1)
|
|
General partner and affiliates
|
|
|
|
|
|
Returns(%)(1)
|
|
|
||||||||||||
|
Year of Inception
|
|
AUM
|
|
Current Quarter
|
|
Year-To-Date
|
|
Since Inception(2)
|
|
Primary
Investment Strategy
|
||||||||
Fund
|
|
|
Gross
|
|
Net
|
|
Gross
|
|
Net
|
|
Gross
|
|
Net
|
|
|||||
ARCC(3)
|
2004
|
|
$
|
16,977
|
|
|
N/A
|
|
2.4
|
|
N/A
|
|
8.4
|
|
N/A
|
|
11.8
|
|
U.S. Direct Lending
|
|
(1)
|
Returns are time-weighted rates of return and include the reinvestment of income and other earnings from securities or other investments and reflect the deduction of all trading expenses.
|
(2)
|
Since inception returns are annualized.
|
(3)
|
Net returns are calculated using the fund's NAV and assume dividends are reinvested at the closest quarter-end NAV to the relevant quarterly ex-dividend dates. Additional information related to ARCC can be found in its financial statements filed with the SEC, which are not part of this report.
|
|
Year of Inception
|
|
AUM
|
|
Original Capital Commitments
|
|
Cumulative Invested Capital
|
|
Realized Proceeds(1)
|
|
Unrealized Value(2)
|
|
Total Value
|
|
MoIC
|
|
IRR(%)
|
|
Primary
Investment Strategy
|
||||||||||||||||
Fund
|
|
|
|
|
|
|
|
Gross(3)
|
|
Net(4)
|
|
Gross(5)
|
|
Net(6)
|
|
||||||||||||||||||||
CSF III
|
2010
|
|
$
|
1,152
|
|
|
$
|
1,135
|
|
|
$
|
1,209
|
|
|
$
|
617
|
|
|
$
|
1,128
|
|
|
$
|
1,745
|
|
|
1.5x
|
|
1.4x
|
|
9.1
|
|
7.8
|
|
European & U.S. Direct Lending
|
ACE III(7)
|
2015
|
|
4,859
|
|
|
2,822
|
|
|
2,428
|
|
|
535
|
|
|
2,501
|
|
|
3,036
|
|
|
1.3x
|
|
1.2x
|
|
13.7
|
|
10.1
|
|
European Direct Lending
|
||||||
PCS
|
2017
|
|
3,592
|
|
|
3,365
|
|
|
1,678
|
|
|
130
|
|
|
1,776
|
|
|
1,906
|
|
|
1.2x
|
|
1.1x
|
|
13.6
|
|
9.5
|
|
U.S. Direct Lending
|
||||||
ACE IV Unlevered(8)
|
2018
|
|
8,745
|
|
|
2,851
|
|
|
1,190
|
|
|
20
|
|
|
1,234
|
|
|
1,254
|
|
|
1.1x
|
|
1.1x
|
|
13.3
|
|
9.7
|
|
European Direct Lending
|
||||||
ACE IV Levered(8)
|
|
|
4,819
|
|
|
2,007
|
|
|
50
|
|
|
2,127
|
|
|
2,177
|
|
|
1.1x
|
|
1.1x
|
|
20.3
|
|
15.1
|
|
||||||||||
SDL Unlevered(9)
|
2018
|
|
4,202
|
|
|
922
|
|
|
170
|
|
|
3
|
|
|
175
|
|
|
178
|
|
|
1.1x
|
|
1.0x
|
|
N/A
|
|
N/A
|
|
U.S. Direct Lending
|
||||||
SDL Levered(9)
|
|
|
2,045
|
|
|
377
|
|
|
7
|
|
|
398
|
|
|
405
|
|
|
1.1x
|
|
1.1x
|
|
N/A
|
|
N/A
|
|
|
(1)
|
Realized proceeds represent the sum of all cash distributions to all partners and if applicable, exclude tax and incentive distributions made to the general partner.
|
(2)
|
Unrealized value represents the fund's NAV reduced by the accrued incentive allocation, if applicable. There can be no assurance that unrealized values will be realized at the valuations indicated.
|
(3)
|
The gross multiple of invested capital (“MoIC”) is calculated at the fund-level and is based on the interests of the fee-paying limited partners and if applicable, excludes interests attributable to the non-fee paying limited partners and/or the general partner which does not pay management fees or carried interest. The gross MoIC is before giving effect to management fees, carried interest, other expenses and taxes, as applicable.
|
(4)
|
The net MoIC is calculated at the fund-level and is based on the interests of the fee-paying limited partners and if applicable, excludes those interests attributable to the non-fee paying limited partners and/or the general partner which does not pay management fees or carried interest. The net MoIC is after giving effect to management fees, carried interest, as applicable, and other expenses. The funds may utilize a credit facility during the investment period and for general cash management purposes. The net MoIC would have been lower had such fund called capital from its limited partners instead of utilizing the credit facility.
|
(5)
|
The gross IRR is an annualized since inception gross internal rate of return of cash flows to and from the fund and the fund’s residual value at the end of the measurement period. Gross IRR reflects returns to the fee-paying limited partners and, if applicable, excludes interests attributable to the non-fee paying limited partners and/or the general partner which does not pay management fees or carried interest. The cash flow dates used in the gross IRR calculation are based on the actual dates of the cash flows. The gross IRRs are calculated before giving effect to management fees, carried interest, other expenses and taxes, as applicable.
|
(6)
|
The net IRR is an annualized since inception net internal rate of return of cash flows to and from the fund and the fund’s residual value at the end of the measurement period. Net IRRs reflect returns to the fee-paying limited partners and, if applicable, exclude interests attributable to the non-fee paying limited partners and/or the general partner which does not pay management fees or carried interest. The cash flow dates used in the net IRR calculations are based on the actual dates of the cash flows. The net IRRs are calculated after giving effect to management fees, carried interest, as applicable, and other expenses. The funds may utilize a credit facility during the investment period and for general cash management purposes. Net fund-level IRRs would likely have been lower had such fund called capital from its limited partners instead of utilizing the credit facility.
|
(7)
|
ACE III is made up of two feeder funds, one denominated in U.S. dollars and one denominated in Euros. The gross and net IRR and MoIC presented in the chart are for the Euro denominated feeder fund. The gross and net IRR for the U.S. dollar denominated feeder fund are 15.1% and 11.4%, respectively. The gross and net MoIC for the U.S. dollar denominated feeder fund are 1.4x and 1.3x, respectively. Original capital commitments are converted to U.S. dollars at the prevailing exchange rate at the time of the fund's closing. All other values for ACE III are for the combined fund and are converted to U.S. dollars at the prevailing quarter-end exchange rate.
|
(8)
|
ACE IV is made up of four parallel funds, two denominated in Euros and two denominated in pound sterling: ACE IV (E) Unlevered, ACE IV (G) Unlevered, ACE IV (E) Levered, and ACE IV (G) Levered. The gross and net IRR and MoIC presented in the chart are for ACE IV (E) Unlevered and ACE IV (E) Levered. Metrics for ACE IV (E) Levered are inclusive of a U.S. dollar denominated feeder fund, which has not been presented separately. The gross and net IRR for ACE IV (G) Unlevered are 16.6% and 11.0%, respectively. The gross and net MoIC for ACE IV (G) Unlevered are 1.1x and 1.1.x, respectively. The gross and net IRR for ACE IV (G) Levered are 22.0% and 15.7%, respectively. The gross and net MoIC for ACE IV (G) Levered are 1.1x and 1.1.x, respectively. Original capital commitments are converted to U.S. dollars at the prevailing exchange rate at the time of the fund's closing. All other values for ACE IV Unlevered and ACE IV Levered are for the combined levered and unlevered parallel funds and are converted to U.S. dollars at the prevailing quarter-end exchange rate.
|
(9)
|
Given the limited amount of time that has elapsed from the date of the first capital call, gross and net fund-level IRRs for SDL Unlevered and SDL Levered have been omitted as such information would not currently be meaningful for investors.
|
|
Three Months Ended September 30,
|
|
Favorable (Unfavorable)
|
|
Nine Months Ended September 30,
|
|
Favorable (Unfavorable)
|
||||||||||||||||||||||
|
|
|
|
||||||||||||||||||||||||||
|
2019
|
|
2018
|
|
$ Change
|
|
% Change
|
|
2019
|
|
2018
|
|
$ Change
|
|
% Change
|
||||||||||||||
Management fees
|
$
|
54,543
|
|
|
$
|
48,287
|
|
|
$
|
6,256
|
|
|
13
|
%
|
|
$
|
158,101
|
|
|
$
|
147,492
|
|
|
$
|
10,609
|
|
|
7
|
%
|
Other fees
|
141
|
|
|
206
|
|
|
(65
|
)
|
|
(32
|
)%
|
|
141
|
|
|
883
|
|
|
(742
|
)
|
|
(84
|
)%
|
||||||
Compensation and benefits
|
(19,226
|
)
|
|
(17,443
|
)
|
|
(1,783
|
)
|
|
(10
|
)%
|
|
(61,713
|
)
|
|
(55,314
|
)
|
|
(6,399
|
)
|
|
(12
|
)%
|
||||||
General, administrative and other expenses
|
(5,532
|
)
|
|
(5,866
|
)
|
|
334
|
|
|
6
|
%
|
|
(14,501
|
)
|
|
(14,082
|
)
|
|
(419
|
)
|
|
(3
|
)%
|
||||||
Fee Related Earnings
|
$
|
29,926
|
|
|
$
|
25,184
|
|
|
4,742
|
|
|
19
|
%
|
|
$
|
82,028
|
|
|
$
|
78,979
|
|
|
3,049
|
|
|
4
|
%
|
|
Three Months Ended September 30,
|
|
Favorable (Unfavorable)
|
|
Nine Months Ended September 30,
|
|
Favorable (Unfavorable)
|
||||||||||||||||||||||
|
|
|
|
||||||||||||||||||||||||||
|
2019
|
|
2018
|
|
$ Change
|
|
% Change
|
|
2019
|
|
2018
|
|
$ Change
|
|
% Change
|
||||||||||||||
Fee Related Earnings
|
$
|
29,926
|
|
|
$
|
25,184
|
|
|
$
|
4,742
|
|
|
19
|
%
|
|
$
|
82,028
|
|
|
$
|
78,979
|
|
|
$
|
3,049
|
|
|
4
|
%
|
Performance income-realized
|
—
|
|
|
52,729
|
|
|
(52,729
|
)
|
|
(100
|
)%
|
|
62,492
|
|
|
137,542
|
|
|
(75,050
|
)
|
|
(55
|
)%
|
||||||
Performance related compensation-realized
|
—
|
|
|
(42,045
|
)
|
|
42,045
|
|
|
100
|
%
|
|
(49,993
|
)
|
|
(109,916
|
)
|
|
59,923
|
|
|
55
|
%
|
||||||
Realized net performance income
|
—
|
|
|
10,684
|
|
|
(10,684
|
)
|
|
(100
|
)%
|
|
12,499
|
|
|
27,626
|
|
|
(15,127
|
)
|
|
(55
|
)%
|
||||||
Investment income-realized
|
47
|
|
|
8,104
|
|
|
(8,057
|
)
|
|
(99
|
)%
|
|
12,013
|
|
|
17,791
|
|
|
(5,778
|
)
|
|
(32
|
)%
|
||||||
Interest and other investment income-realized
|
435
|
|
|
1,032
|
|
|
(597
|
)
|
|
(58
|
)%
|
|
4,047
|
|
|
4,011
|
|
|
36
|
|
|
1
|
%
|
||||||
Interest expense
|
(1,628
|
)
|
|
(1,577
|
)
|
|
(51
|
)
|
|
(3
|
)%
|
|
(6,239
|
)
|
|
(4,245
|
)
|
|
(1,994
|
)
|
|
(47
|
)%
|
||||||
Realized net investment income (loss)
|
(1,146
|
)
|
|
7,559
|
|
|
(8,705
|
)
|
|
NM
|
|
|
9,821
|
|
|
17,557
|
|
|
(7,736
|
)
|
|
(44
|
)%
|
||||||
Realized Income
|
$
|
28,780
|
|
|
$
|
43,427
|
|
|
(14,647
|
)
|
|
(34
|
)%
|
|
$
|
104,348
|
|
|
$
|
124,162
|
|
|
(19,814
|
)
|
|
(16
|
)%
|
|
|
As of September 30,
|
|
As of December 31,
|
||||
|
2019
|
|
2018
|
||||
ACOF III
|
$
|
380,164
|
|
|
$
|
316,377
|
|
ACOF IV
|
285,547
|
|
|
183,595
|
|
||
ACOF V
|
85,774
|
|
|
—
|
|
||
EIF V
|
14,573
|
|
|
—
|
|
||
First flagship energy opportunities fund
|
25,996
|
|
|
—
|
|
||
Other funds
|
7,697
|
|
|
6,900
|
|
||
Total Private Equity Group
|
$
|
799,751
|
|
|
$
|
506,872
|
|
|
Three Months Ended September 30, 2019
|
|
Three Months Ended September 30, 2018
|
||||||||||||||||||||
|
Realized
|
|
Unrealized
|
|
Net
|
|
Realized
|
|
Unrealized
|
|
Net
|
||||||||||||
ACOF III
|
$
|
—
|
|
|
$
|
45,693
|
|
|
$
|
45,693
|
|
|
$
|
52,729
|
|
|
$
|
(145,262
|
)
|
|
$
|
(92,533
|
)
|
ACOF IV
|
—
|
|
|
(1,746
|
)
|
|
(1,746
|
)
|
|
—
|
|
|
35,507
|
|
|
35,507
|
|
||||||
ACOF V
|
—
|
|
|
85,774
|
|
|
85,774
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
EIF V
|
—
|
|
|
(1,121
|
)
|
|
(1,121
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
First flagship energy opportunities fund
|
—
|
|
|
14,963
|
|
|
14,963
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Other funds
|
—
|
|
|
2,780
|
|
|
2,780
|
|
|
—
|
|
|
731
|
|
|
731
|
|
||||||
Total Private Equity Group
|
$
|
—
|
|
|
$
|
146,343
|
|
|
$
|
146,343
|
|
|
$
|
52,729
|
|
|
$
|
(109,024
|
)
|
|
$
|
(56,295
|
)
|
|
Nine Months Ended September 30, 2019
|
|
Nine Months Ended September 30, 2018
|
||||||||||||||||||||
|
Realized
|
|
Unrealized
|
|
Net
|
|
Realized
|
|
Unrealized
|
|
Net
|
||||||||||||
ACOF III
|
$
|
64,665
|
|
|
$
|
63,787
|
|
|
$
|
128,452
|
|
|
$
|
135,938
|
|
|
$
|
(204,846
|
)
|
|
$
|
(68,908
|
)
|
ACOF IV
|
—
|
|
|
101,952
|
|
|
101,952
|
|
|
1,604
|
|
|
2,357
|
|
|
3,961
|
|
||||||
ACOF V
|
—
|
|
|
85,774
|
|
|
85,774
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
EIF V
|
—
|
|
|
14,573
|
|
|
14,573
|
|
|
—
|
|
|
(16,215
|
)
|
|
(16,215
|
)
|
||||||
First flagship energy opportunities fund
|
—
|
|
|
25,996
|
|
|
25,996
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Other funds
|
(2,173
|
)
|
|
877
|
|
|
(1,296
|
)
|
|
—
|
|
|
(2,859
|
)
|
|
(2,859
|
)
|
||||||
Total Private Equity Group
|
$
|
62,492
|
|
|
$
|
292,959
|
|
|
$
|
355,451
|
|
|
$
|
137,542
|
|
|
$
|
(221,563
|
)
|
|
$
|
(84,021
|
)
|
|
Corporate Private Equity
|
|
Infrastructure & Power
|
|
Special Opportunities
|
|
Energy Opportunities
|
|
Total Private Equity Group
|
||||||||||
Balance at 6/30/2019
|
$
|
17,421
|
|
|
$
|
3,557
|
|
|
$
|
2,872
|
|
|
$
|
885
|
|
|
$
|
24,735
|
|
Net new equity commitments
|
100
|
|
|
—
|
|
|
4
|
|
|
163
|
|
|
267
|
|
|||||
Net new debt commitments
|
—
|
|
|
—
|
|
|
25
|
|
|
—
|
|
|
25
|
|
|||||
Distributions
|
(38
|
)
|
|
(42
|
)
|
|
—
|
|
|
—
|
|
|
(80
|
)
|
|||||
Change in fund value
|
466
|
|
|
3
|
|
|
23
|
|
|
76
|
|
|
568
|
|
|||||
Balance at 9/30/2019
|
$
|
17,949
|
|
|
$
|
3,518
|
|
|
$
|
2,924
|
|
|
$
|
1,124
|
|
|
$
|
25,515
|
|
Average AUM(1)
|
$
|
17,685
|
|
|
$
|
3,538
|
|
|
$
|
2,898
|
|
|
$
|
1,005
|
|
|
$
|
25,126
|
|
|
Corporate Private Equity
|
|
Infrastructure & Power
|
|
Special Opportunities
|
|
Total Private Equity Group
|
||||||||
Balance at 6/30/2018
|
$
|
18,086
|
|
|
$
|
3,983
|
|
|
$
|
1,533
|
|
|
$
|
23,602
|
|
Net new debt commitments
|
—
|
|
|
—
|
|
|
100
|
|
|
100
|
|
||||
Distributions
|
(312
|
)
|
|
(204
|
)
|
|
(7
|
)
|
|
(523
|
)
|
||||
Change in fund value
|
(291
|
)
|
|
75
|
|
|
28
|
|
|
(188
|
)
|
||||
Balance at 9/30/2018
|
$
|
17,483
|
|
|
$
|
3,854
|
|
|
$
|
1,654
|
|
|
$
|
22,991
|
|
Average AUM(1)
|
$
|
17,785
|
|
|
$
|
3,919
|
|
|
$
|
1,594
|
|
|
$
|
23,298
|
|
|
(1)
|
Represents the quarterly average of beginning and ending balances.
|
|
Corporate Private Equity
|
|
Infrastructure & Power
|
|
Special Opportunities
|
|
Energy Opportunities
|
|
Total Private Equity Group
|
||||||||||
Balance at 12/31/2018
|
$
|
17,159
|
|
|
$
|
3,842
|
|
|
$
|
1,733
|
|
|
$
|
753
|
|
|
$
|
23,487
|
|
Net new equity commitments
|
(25
|
)
|
|
—
|
|
|
1,076
|
|
|
244
|
|
|
1,295
|
|
|||||
Net new debt commitments
|
—
|
|
|
—
|
|
|
25
|
|
|
—
|
|
|
25
|
|
|||||
Distributions
|
(986
|
)
|
|
(250
|
)
|
|
(43
|
)
|
|
(1
|
)
|
|
(1,280
|
)
|
|||||
Change in fund value
|
1,801
|
|
|
(74
|
)
|
|
133
|
|
|
128
|
|
|
1,988
|
|
|||||
Balance at 9/30/2019
|
$
|
17,949
|
|
|
$
|
3,518
|
|
|
$
|
2,924
|
|
|
$
|
1,124
|
|
|
$
|
25,515
|
|
Average AUM(1)
|
$
|
17,512
|
|
|
$
|
3,627
|
|
|
$
|
2,334
|
|
|
$
|
906
|
|
|
$
|
24,379
|
|
|
Corporate Private Equity
|
|
Infrastructure & Power
|
|
Special Opportunities
|
|
Total Private Equity Group
|
||||||||
Balance at 12/31/2017
|
$
|
18,557
|
|
|
$
|
4,423
|
|
|
$
|
1,550
|
|
|
$
|
24,530
|
|
Net new equity commitments
|
13
|
|
|
350
|
|
|
—
|
|
|
363
|
|
||||
Net new debt commitments
|
—
|
|
|
—
|
|
|
100
|
|
|
100
|
|
||||
Distributions
|
(821
|
)
|
|
(966
|
)
|
|
(56
|
)
|
|
(1,843
|
)
|
||||
Change in fund value
|
(266
|
)
|
|
47
|
|
|
60
|
|
|
(159
|
)
|
||||
Balance at 9/30/2018
|
$
|
17,483
|
|
|
$
|
3,854
|
|
|
$
|
1,654
|
|
|
$
|
22,991
|
|
Average AUM(1)
|
$
|
18,214
|
|
|
$
|
4,080
|
|
|
$
|
1,563
|
|
|
$
|
23,857
|
|
|
(1)
|
Represents the quarterly average of beginning and ending balances
|
|
Corporate Private Equity
|
|
Infrastructure & Power
|
|
Special Opportunities
|
|
Energy Opportunities
|
|
Total Private Equity Group
|
||||||||||
FPAUM Balance at 6/30/2019
|
$
|
11,570
|
|
|
$
|
3,409
|
|
|
$
|
1,446
|
|
|
$
|
763
|
|
|
$
|
17,188
|
|
Commitments
|
—
|
|
|
—
|
|
|
—
|
|
|
161
|
|
|
161
|
|
|||||
Subscriptions/deployment/increase in leverage
|
27
|
|
|
23
|
|
|
124
|
|
|
—
|
|
|
174
|
|
|||||
Change in fund value
|
(4
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(4
|
)
|
|||||
Change in fee basis
|
(526
|
)
|
|
—
|
|
|
(73
|
)
|
|
—
|
|
|
(599
|
)
|
|||||
FPAUM Balance at 9/30/2019
|
$
|
11,067
|
|
|
$
|
3,432
|
|
|
$
|
1,497
|
|
|
$
|
924
|
|
|
$
|
16,920
|
|
Average FPAUM(1)
|
$
|
11,319
|
|
|
$
|
3,421
|
|
|
$
|
1,472
|
|
|
$
|
844
|
|
|
$
|
17,056
|
|
|
Corporate Private Equity
|
|
Infrastructure & Power
|
|
Special Opportunities
|
|
Total Private Equity Group
|
||||||||
FPAUM Balance at 6/30/2018
|
$
|
12,127
|
|
|
$
|
3,517
|
|
|
$
|
945
|
|
|
$
|
16,589
|
|
Subscriptions/deployment/increase in leverage
|
—
|
|
|
—
|
|
|
215
|
|
|
215
|
|
||||
Redemptions/distributions/decrease in leverage
|
(13
|
)
|
|
(53
|
)
|
|
(4
|
)
|
|
(70
|
)
|
||||
Change in fund value
|
(4
|
)
|
|
—
|
|
|
—
|
|
|
(4
|
)
|
||||
Change in fee basis
|
—
|
|
|
—
|
|
|
(106
|
)
|
|
(106
|
)
|
||||
FPAUM Balance at 9/30/2018
|
$
|
12,110
|
|
|
$
|
3,464
|
|
|
$
|
1,050
|
|
|
$
|
16,624
|
|
Average FPAUM(1)
|
$
|
12,119
|
|
|
$
|
3,491
|
|
|
$
|
998
|
|
|
$
|
16,608
|
|
|
|
Corporate Private Equity
|
|
Infrastructure & Power
|
|
Special Opportunities
|
|
Energy Opportunities
|
|
Total Private Equity Group
|
||||||||||
FPAUM Balance at 12/31/2018
|
$
|
11,716
|
|
|
$
|
3,472
|
|
|
$
|
1,201
|
|
|
$
|
682
|
|
|
$
|
17,071
|
|
Commitments
|
—
|
|
|
—
|
|
|
—
|
|
|
242
|
|
|
$
|
242
|
|
||||
Subscriptions/deployment/increase in leverage
|
227
|
|
|
70
|
|
|
378
|
|
|
—
|
|
|
$
|
675
|
|
||||
Redemptions/distributions/decrease in leverage
|
(351
|
)
|
|
(110
|
)
|
|
(9
|
)
|
|
—
|
|
|
$
|
(470
|
)
|
||||
Change in fund value
|
1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
$
|
1
|
|
||||
Change in fee basis
|
(526
|
)
|
|
—
|
|
|
(73
|
)
|
|
—
|
|
|
$
|
(599
|
)
|
||||
FPAUM Balance at 9/30/2019
|
$
|
11,067
|
|
|
$
|
3,432
|
|
|
$
|
1,497
|
|
|
$
|
924
|
|
|
$
|
16,920
|
|
Average FPAUM(1)
|
$
|
11,500
|
|
|
$
|
3,432
|
|
|
$
|
1,370
|
|
|
$
|
823
|
|
|
$
|
17,125
|
|
|
Corporate Private Equity
|
|
Infrastructure & Power
|
|
Special Opportunities
|
|
Total Private Equity Group
|
||||||||
FPAUM Balance at 12/31/2017
|
$
|
12,073
|
|
|
$
|
4,019
|
|
|
$
|
766
|
|
|
$
|
16,858
|
|
Commitments
|
13
|
|
|
350
|
|
|
—
|
|
|
363
|
|
||||
Subscriptions/deployment/increase in leverage
|
123
|
|
|
34
|
|
|
432
|
|
|
589
|
|
||||
Redemptions/distributions/decrease in leverage
|
(93
|
)
|
|
(939
|
)
|
|
(54
|
)
|
|
(1,086
|
)
|
||||
Change in fund value
|
(6
|
)
|
|
—
|
|
|
12
|
|
|
6
|
|
||||
Change in fee basis
|
—
|
|
|
—
|
|
|
(106
|
)
|
|
(106
|
)
|
||||
FPAUM Balance at 9/30/2018
|
$
|
12,110
|
|
|
$
|
3,464
|
|
|
$
|
1,050
|
|
|
$
|
16,624
|
|
Average FPAUM(1)
|
$
|
12,104
|
|
|
$
|
3,659
|
|
|
$
|
922
|
|
|
$
|
16,685
|
|
|
AUM: $25,515
|
AUM: $22,991
|
|
FPAUM
|
|
Non-fee paying
|
|
AUM not yet earning fees
|
|
General partner and affiliates
|
|
Year of Inception
|
|
AUM
|
|
Original Capital Commitments
|
|
Cumulative Invested Capital
|
|
Realized Proceeds(1)
|
|
Unrealized Value(2)
|
|
Total Value
|
|
MoIC
|
|
IRR(%)
|
|
Primary Investment Strategy
|
||||||||||||||||||
Fund
|
|
|
|
|
|
|
|
Gross(3)
|
|
Net(4)
|
|
Gross(5)
|
|
Net(6)
|
|
||||||||||||||||||||||
ACOF III
|
2008
|
|
$
|
3,155
|
|
|
$
|
3,510
|
|
|
$
|
3,908
|
|
|
$
|
7,659
|
|
|
$
|
2,893
|
|
|
$
|
10,552
|
|
|
2.7x
|
|
2.3x
|
|
29.1
|
|
|
20.9
|
|
|
Corporate Private Equity
|
USPF IV
|
2010
|
|
1,618
|
|
|
1,688
|
|
|
2,120
|
|
|
1,227
|
|
|
1,581
|
|
|
2,808
|
|
|
1.3x
|
|
1.2x
|
|
8.4
|
|
|
5.0
|
|
|
Infrastructure and Power
|
||||||
ACOF IV
|
2012
|
|
5,625
|
|
|
4,700
|
|
|
4,180
|
|
|
2,709
|
|
|
4,882
|
|
|
7,591
|
|
|
1.8x
|
|
1.6x
|
|
18.3
|
|
|
11.8
|
|
|
Corporate Private Equity
|
||||||
EIF V
|
2015
|
|
855
|
|
|
801
|
|
|
794
|
|
|
275
|
|
|
690
|
|
|
965
|
|
|
1.2x
|
|
1.1x
|
|
14.3
|
|
|
8.0
|
|
|
Infrastructure and Power
|
||||||
SSF IV(7)
|
2015
|
|
1,545
|
|
|
1,515
|
|
|
3,050
|
|
|
1,676
|
|
|
1,341
|
|
|
3,017
|
|
|
1.0x
|
|
0.9x
|
|
(1.0
|
)
|
|
(2.9
|
)
|
|
Special Opportunities
|
||||||
ACOF V
|
2017
|
|
8,420
|
|
|
7,850
|
|
|
5,669
|
|
|
186
|
|
|
6,481
|
|
|
6,667
|
|
|
1.2x
|
|
1.1x
|
|
15.8
|
|
|
8.0
|
|
|
Corporate Private Equity
|
||||||
First flagship energy opportunities fund
|
2018
|
|
1,125
|
|
|
1,000
|
|
|
733
|
|
|
6
|
|
|
902
|
|
|
908
|
|
|
1.2x
|
|
1.1x
|
|
N/A
|
|
|
N/A
|
|
|
Energy Opportunities
|
|
(1)
|
Realized proceeds represent the sum of all cash dividends, interest income, other fees and cash proceeds from realizations of interests in portfolio investments. Realized proceeds exclude any proceeds related to bridge financings.
|
(2)
|
Unrealized value represents the fair market value of remaining investments. Unrealized value does not take into account any bridge financings. There can be no assurance that unrealized investments will be realized at the valuations indicated.
|
(3)
|
The gross MoIC is calculated at the investment-level and is based on the interests of all partners. The gross MoIC is before giving effect to management fees, carried interest, other expenses and taxes, as applicable. The gross MoIC for the corporate private equity funds is also calculated before giving effect to any bridge financings. Inclusive of bridge financings, gross MoIC would be 1.7x for ACOF IV and 1.2x for ACOF V.
|
(4)
|
The net MoIC for the infrastructure and power and SSF IV is calculated at the fund-level. The net MoIC for the corporate private equity funds is calculated at the investment level. For all funds, the net MoIC is based on the interests of the fee-paying limited partners and if applicable, excludes interests attributable to the non-fee paying limited partners and/or the general partner which does not pay management fees or performance fees. The net MoIC is after giving effect to management fees, carried interest, as applicable, and other expenses. The funds may utilize a credit facility during the investment period and for general cash management purposes. The net MoIC would have been lower had such fund called capital from its limited partners instead of utilizing the credit facility.
|
(5)
|
The gross IRR is an annualized since inception gross internal rate of return of cash flows to and from investments and the residual value of the investments at the end of the measurement period. Gross IRRs reflect returns to all partners. For SSF IV, cash flows used in the gross IRR calculation are based on the actual dates of the cash flows. For all other funds, cash flows are assumed to occur at month-end. The gross IRRs are calculated before giving effect to management fees, carried interest, other expenses and taxes, as applicable. The gross IRR for the corporate private equity funds is also calculated before giving effect to any bridge financings. Inclusive of bridge financings, the gross IRR would be 18.2% for ACOF IV and 15.3% for ACOF V.
|
(6)
|
The net IRR is an annualized since inception net internal rate of return of cash flows to and from the fund and the fund’s residual value at the end of the measurement period. Net IRRs reflect returns to the fee-paying limited partners and if applicable, exclude interests attributable to the non-fee paying limited partners and/or the general partner which does not pay management fees or carried interest. The cash flow dates used in the net IRR calculation are based on the actual dates of the cash flows. The net IRRs are calculated after giving effect to management fees, carried interest as applicable, and other expenses and exclude commitments by the general partner and Schedule I investors who do not pay either management fees or carried interest. The funds may utilize a credit facility during the investment period and for general cash management purposes. Net fund-level IRRs would have generally been lower had such fund called capital from its limited partners instead of utilizing the credit facility.
|
(7)
|
In January 2017, a new team assumed portfolio management of SSF IV. In addition to presenting the cumulative performance measure for SSF IV, we have also adopted a new performance measurement called “SSF IV 2.0”. SSF IV 2.0 is a subset of SSF IV positions and is intended to provide insight into the new team’s cumulative investment performance. SSF IV 2.0 investments represent (i) existing and re-underwritten positions by the new team on January 1, 2017 and (ii) all new investments made by the new team since January 1, 2017. As part of the re-underwriting process, each liquid investment in the SSF IV portfolio was evaluated and a determination was made whether to continue to hold such investment in the SSF IV portfolio or dispose of such investment. At the same time, legacy illiquid investments have been excluded from the SSF IV 2.0 track record as it was not possible to dispose of such investments in the near-term due to their private, illiquid nature. Since January 2017, SSF IV 2.0 has generated gross and net internal rates of return of 10.8% and 7.1% through September 30, 2019, respectively. The IRR is an annualized since inception internal rate of return of cash flows to and from investments and the residual value of the investments at the end of the measurement period. Cash flows used in the IRRs calculations are based on the actual dates of the cash flows. The gross IRRs are calculated before giving effect to management fees, carried interest, other expenses and taxes, as applicable. The net IRRs are calculated after giving effect to estimated management fees, carried interest and other expenses.
|
|
Three Months Ended September 30,
|
|
Favorable (Unfavorable)
|
|
Nine Months Ended September 30,
|
|
Favorable (Unfavorable)
|
||||||||||||||||||||||
|
|
|
|
||||||||||||||||||||||||||
|
2019
|
|
2018
|
|
$ Change
|
|
% Change
|
|
2019
|
|
2018
|
|
$ Change
|
|
% Change
|
||||||||||||||
Management fees
|
$
|
26,988
|
|
|
$
|
19,961
|
|
|
$
|
7,027
|
|
|
35
|
%
|
|
$
|
67,408
|
|
|
$
|
52,272
|
|
|
$
|
15,136
|
|
|
29
|
%
|
Other fees
|
28
|
|
|
10
|
|
|
18
|
|
|
180
|
%
|
|
709
|
|
|
20
|
|
|
689
|
|
|
NM
|
|
||||||
Compensation and benefits
|
(14,523
|
)
|
|
(10,733
|
)
|
|
(3,790
|
)
|
|
(35
|
)%
|
|
(35,735
|
)
|
|
(27,140
|
)
|
|
(8,595
|
)
|
|
(32
|
)%
|
||||||
General, administrative and other expenses
|
(3,341
|
)
|
|
(2,856
|
)
|
|
(485
|
)
|
|
(17
|
)%
|
|
(9,996
|
)
|
|
(7,679
|
)
|
|
(2,317
|
)
|
|
(30
|
)%
|
||||||
Fee Related Earnings
|
$
|
9,152
|
|
|
$
|
6,382
|
|
|
2,770
|
|
|
43
|
%
|
|
$
|
22,386
|
|
|
$
|
17,473
|
|
|
4,913
|
|
|
28
|
%
|
|
|
Three Months Ended September 30,
|
|
Favorable (Unfavorable)
|
|
Nine Months Ended September 30,
|
|
Favorable (Unfavorable)
|
||||||||||||||||||||||
|
|
|
|
||||||||||||||||||||||||||
|
2019
|
|
2018
|
|
$ Change
|
|
% Change
|
|
2019
|
|
2018
|
|
$ Change
|
|
% Change
|
||||||||||||||
Fee Related Earnings
|
$
|
9,152
|
|
|
$
|
6,382
|
|
|
$
|
2,770
|
|
|
43
|
%
|
|
$
|
22,386
|
|
|
$
|
17,473
|
|
|
$
|
4,913
|
|
|
28
|
%
|
Performance income-realized
|
6,277
|
|
|
17,110
|
|
|
(10,833
|
)
|
|
(63
|
)%
|
|
10,468
|
|
|
31,269
|
|
|
(20,801
|
)
|
|
(67
|
)%
|
||||||
Performance related compensation-realized
|
(1,412
|
)
|
|
(16,865
|
)
|
|
15,453
|
|
|
92
|
%
|
|
(3,638
|
)
|
|
(25,079
|
)
|
|
21,441
|
|
|
85
|
%
|
||||||
Realized net performance income
|
4,865
|
|
|
245
|
|
|
4,620
|
|
|
NM
|
|
|
6,830
|
|
|
6,190
|
|
|
640
|
|
|
10
|
%
|
||||||
Investment income-realized
|
2,015
|
|
|
6,846
|
|
|
(4,831
|
)
|
|
(71
|
)%
|
|
7,041
|
|
|
9,946
|
|
|
(2,905
|
)
|
|
(29
|
)%
|
||||||
Interest and other investment income-realized
|
1,588
|
|
|
486
|
|
|
1,102
|
|
|
227
|
%
|
|
4,812
|
|
|
1,370
|
|
|
3,442
|
|
|
251
|
%
|
||||||
Interest expense
|
(967
|
)
|
|
(417
|
)
|
|
(550
|
)
|
|
(132
|
)%
|
|
(3,136
|
)
|
|
(1,289
|
)
|
|
(1,847
|
)
|
|
(143
|
)%
|
||||||
Realized net investment income
|
2,636
|
|
|
6,915
|
|
|
(4,279
|
)
|
|
(62
|
)%
|
|
8,717
|
|
|
10,027
|
|
|
(1,310
|
)
|
|
(13
|
)%
|
||||||
Realized Income
|
$
|
16,653
|
|
|
$
|
13,542
|
|
|
3,111
|
|
|
23
|
%
|
|
$
|
37,933
|
|
|
$
|
33,690
|
|
|
4,243
|
|
|
13
|
%
|
|
|
As of September 30,
|
|
As of December 31,
|
||||
|
2019
|
|
2018
|
||||
US VIII
|
$
|
61,123
|
|
|
$
|
50,847
|
|
US IX
|
144
|
|
|
—
|
|
||
EF IV
|
72,760
|
|
|
65,166
|
|
||
Other real estate funds
|
66,304
|
|
|
57,236
|
|
||
Subtotal
|
200,331
|
|
|
173,249
|
|
||
Other fee generating funds(1)
|
8,325
|
|
|
12,197
|
|
||
Total Real Estate Group
|
$
|
208,656
|
|
|
$
|
185,446
|
|
|
(1)
|
Relates to investment income from AREA Sponsor Holdings LLC that is reclassified for segment reporting to align with the character of the underlying income generated.
|
|
Three Months Ended September 30, 2019
|
|
Three Months Ended September 30, 2018
|
||||||||||||||||||||
|
Realized
|
|
Unrealized
|
|
Net
|
|
Realized
|
|
Unrealized
|
|
Net
|
||||||||||||
US VIII
|
$
|
—
|
|
|
$
|
3,069
|
|
|
$
|
3,069
|
|
|
$
|
—
|
|
|
$
|
5,545
|
|
|
$
|
5,545
|
|
US IX
|
—
|
|
|
144
|
|
|
144
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
EF IV
|
—
|
|
|
6,953
|
|
|
6,953
|
|
|
—
|
|
|
12,520
|
|
|
12,520
|
|
||||||
Other real estate funds
|
2,318
|
|
|
3,473
|
|
|
5,791
|
|
|
17,110
|
|
|
25,299
|
|
|
42,409
|
|
||||||
Subtotal
|
2,318
|
|
|
13,639
|
|
|
15,957
|
|
|
17,110
|
|
|
43,364
|
|
|
60,474
|
|
||||||
Other fee generating funds(1)
|
3,959
|
|
|
(3,985
|
)
|
|
(26
|
)
|
|
—
|
|
|
794
|
|
|
794
|
|
||||||
Total Real Estate Group
|
$
|
6,277
|
|
|
$
|
9,654
|
|
|
$
|
15,931
|
|
|
$
|
17,110
|
|
|
$
|
44,158
|
|
|
$
|
61,268
|
|
|
Nine Months Ended September 30, 2019
|
|
Nine Months Ended September 30, 2018
|
||||||||||||||||||||
|
Realized
|
|
Unrealized
|
|
Net
|
|
Realized
|
|
Unrealized
|
|
Net
|
||||||||||||
US VIII
|
$
|
—
|
|
|
$
|
10,276
|
|
|
$
|
10,276
|
|
|
$
|
—
|
|
|
$
|
10,310
|
|
|
$
|
10,310
|
|
US IX
|
—
|
|
|
144
|
|
|
144
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
EF IV
|
—
|
|
|
8,025
|
|
|
8,025
|
|
|
12,396
|
|
|
13,624
|
|
|
26,020
|
|
||||||
Other real estate funds
|
6,042
|
|
|
27,166
|
|
|
33,208
|
|
|
18,352
|
|
|
32,746
|
|
|
51,098
|
|
||||||
Subtotal
|
6,042
|
|
|
45,611
|
|
|
51,653
|
|
|
30,748
|
|
|
56,680
|
|
|
87,428
|
|
||||||
Other fee generating funds(1)
|
4,426
|
|
|
(3,872
|
)
|
|
554
|
|
|
521
|
|
|
(732
|
)
|
|
(211
|
)
|
||||||
Total Real Estate Group
|
$
|
10,468
|
|
|
$
|
41,739
|
|
|
$
|
52,207
|
|
|
$
|
31,269
|
|
|
$
|
55,948
|
|
|
$
|
87,217
|
|
|
(1)
|
Relates to investment income from AREA Sponsor Holdings LLC that is reclassified for segment reporting to align with the character of the underlying income generated.
|
|
Real Estate Equity - U.S.
|
|
Real Estate Equity - Europe
|
|
Real Estate Debt
|
|
Total Real Estate Group
|
||||||||
Balance at 6/30/2019
|
$
|
3,504
|
|
|
$
|
4,182
|
|
|
$
|
4,182
|
|
|
$
|
11,868
|
|
Net new equity commitments
|
8
|
|
|
496
|
|
|
449
|
|
|
953
|
|
||||
Distributions
|
(207
|
)
|
|
(112
|
)
|
|
(12
|
)
|
|
(331
|
)
|
||||
Change in fund value
|
50
|
|
|
(71
|
)
|
|
12
|
|
|
(9
|
)
|
||||
Balance at 9/30/2019
|
$
|
3,355
|
|
|
$
|
4,495
|
|
|
$
|
4,631
|
|
|
$
|
12,481
|
|
Average AUM(1)
|
$
|
3,430
|
|
|
$
|
4,339
|
|
|
$
|
4,407
|
|
|
$
|
12,176
|
|
|
Real Estate Equity - U.S.
|
|
Real Estate Equity - Europe
|
|
Real Estate Debt
|
|
Total Real Estate Group
|
||||||||
Balance at 6/30/2018
|
$
|
4,554
|
|
|
$
|
3,351
|
|
|
$
|
3,005
|
|
|
$
|
10,910
|
|
Net new equity commitments
|
55
|
|
|
315
|
|
|
—
|
|
|
370
|
|
||||
Distributions
|
(832
|
)
|
|
(26
|
)
|
|
(8
|
)
|
|
(866
|
)
|
||||
Change in fund value
|
131
|
|
|
32
|
|
|
10
|
|
|
173
|
|
||||
Balance at 9/30/2018
|
$
|
3,908
|
|
|
$
|
3,672
|
|
|
$
|
3,007
|
|
|
$
|
10,587
|
|
Average AUM(1)
|
$
|
4,231
|
|
|
$
|
3,512
|
|
|
$
|
3,006
|
|
|
$
|
10,749
|
|
|
|
Real Estate Equity - U.S.
|
|
Real Estate Equity - Europe
|
|
Real Estate Debt
|
|
Total Real Estate Group
|
||||||||
Balance at 12/31/2018
|
$
|
4,163
|
|
|
$
|
3,711
|
|
|
$
|
3,466
|
|
|
$
|
11,340
|
|
Net new equity commitments
|
(64
|
)
|
|
966
|
|
|
667
|
|
|
1,569
|
|
||||
Net new debt commitments
|
—
|
|
|
—
|
|
|
583
|
|
|
583
|
|
||||
Distributions
|
(995
|
)
|
|
(204
|
)
|
|
(120
|
)
|
|
(1,319
|
)
|
||||
Change in fund value
|
251
|
|
|
22
|
|
|
35
|
|
|
308
|
|
||||
Balance at 9/30/2019
|
$
|
3,355
|
|
|
$
|
4,495
|
|
|
$
|
4,631
|
|
|
$
|
12,481
|
|
Average AUM(1)
|
$
|
3,729
|
|
|
$
|
4,071
|
|
|
$
|
4,075
|
|
|
$
|
11,875
|
|
|
Real Estate Equity - U.S.
|
|
Real Estate Equity - Europe
|
|
Real Estate Debt
|
|
Total Real Estate Group
|
||||||||
Balance at 12/31/2017
|
$
|
4,578
|
|
|
$
|
2,704
|
|
|
$
|
2,947
|
|
|
$
|
10,229
|
|
Net new equity commitments
|
198
|
|
|
1,280
|
|
|
55
|
|
|
1,533
|
|
||||
Distributions
|
(1,098
|
)
|
|
(275
|
)
|
|
(24
|
)
|
|
(1,397
|
)
|
||||
Change in fund value
|
230
|
|
|
(37
|
)
|
|
29
|
|
|
222
|
|
||||
Balance at 9/30/2018
|
$
|
3,908
|
|
|
$
|
3,672
|
|
|
$
|
3,007
|
|
|
$
|
10,587
|
|
Average AUM(1)
|
$
|
4,386
|
|
|
$
|
3,279
|
|
|
$
|
2,991
|
|
|
$
|
10,656
|
|
|
|
Real Estate Equity - U.S.
|
|
Real Estate Equity - Europe
|
|
Real Estate Debt
|
|
Total Real Estate Group
|
||||||||
FPAUM Balance at 6/30/2019
|
$
|
2,628
|
|
|
$
|
3,638
|
|
|
$
|
1,197
|
|
|
$
|
7,463
|
|
Commitments
|
—
|
|
|
426
|
|
|
—
|
|
|
426
|
|
||||
Subscriptions/deployment/increase in leverage
|
31
|
|
|
99
|
|
|
145
|
|
|
275
|
|
||||
Redemptions/distributions/decrease in leverage
|
(95
|
)
|
|
(53
|
)
|
|
(86
|
)
|
|
(234
|
)
|
||||
Change in fund value
|
(3
|
)
|
|
(102
|
)
|
|
9
|
|
|
(96
|
)
|
||||
Change in fee basis
|
(221
|
)
|
|
(197
|
)
|
|
—
|
|
|
(418
|
)
|
||||
FPAUM Balance at 9/30/2019
|
$
|
2,340
|
|
|
$
|
3,811
|
|
|
$
|
1,265
|
|
|
$
|
7,416
|
|
Average FPAUM(1)
|
$
|
2,484
|
|
|
$
|
3,725
|
|
|
$
|
1,231
|
|
|
$
|
7,440
|
|
|
Real Estate Equity - U.S.
|
|
Real Estate Equity - Europe
|
|
Real Estate Debt
|
|
Total Real Estate Group
|
||||||||
FPAUM Balance at 6/30/2018
|
$
|
3,059
|
|
|
$
|
2,862
|
|
|
$
|
1,042
|
|
|
$
|
6,963
|
|
Commitments
|
54
|
|
|
315
|
|
|
—
|
|
|
369
|
|
||||
Subscriptions/deployment/increase in leverage
|
10
|
|
|
14
|
|
|
—
|
|
|
24
|
|
||||
Redemptions/distributions/decrease in leverage
|
(349
|
)
|
|
—
|
|
|
(111
|
)
|
|
(460
|
)
|
||||
Change in fund value
|
—
|
|
|
(6
|
)
|
|
10
|
|
|
4
|
|
||||
Change in fee basis
|
(66
|
)
|
|
—
|
|
|
—
|
|
|
(66
|
)
|
||||
FPAUM Balance at 9/30/2018
|
$
|
2,708
|
|
|
$
|
3,185
|
|
|
$
|
941
|
|
|
$
|
6,834
|
|
Average FPAUM(1)
|
$
|
2,884
|
|
|
$
|
3,024
|
|
|
$
|
992
|
|
|
$
|
6,900
|
|
|
|
Real Estate Equity - U.S.
|
|
Real Estate Equity - Europe
|
|
Real Estate Debt
|
|
Total Real Estate Group
|
||||||||
FPAUM Balance at 12/31/2018
|
$
|
2,739
|
|
|
$
|
3,269
|
|
|
$
|
944
|
|
|
$
|
6,952
|
|
Commitments
|
—
|
|
|
790
|
|
|
—
|
|
|
790
|
|
||||
Subscriptions/deployment/increase in leverage
|
186
|
|
|
187
|
|
|
462
|
|
|
835
|
|
||||
Redemptions/distributions/decrease in leverage
|
(361
|
)
|
|
(111
|
)
|
|
(173
|
)
|
|
(645
|
)
|
||||
Change in fund value
|
(3
|
)
|
|
(127
|
)
|
|
32
|
|
|
(98
|
)
|
||||
Change in fee basis
|
(221
|
)
|
|
(197
|
)
|
|
—
|
|
|
(418
|
)
|
||||
FPAUM Balance at 9/30/2019
|
$
|
2,340
|
|
|
$
|
3,811
|
|
|
$
|
1,265
|
|
|
$
|
7,416
|
|
Average FPAUM(1)
|
$
|
2,583
|
|
|
$
|
3,509
|
|
|
$
|
1,110
|
|
|
$
|
7,202
|
|
|
Real Estate Equity - U.S.
|
|
Real Estate Equity - Europe
|
|
Real Estate Debt
|
|
Total Real Estate Group
|
||||||||
FPAUM Balance at 12/31/2017
|
$
|
3,062
|
|
|
$
|
2,064
|
|
|
$
|
1,063
|
|
|
$
|
6,189
|
|
Commitments
|
180
|
|
|
1,052
|
|
|
—
|
|
|
1,232
|
|
||||
Subscriptions/deployment/increase in leverage
|
61
|
|
|
353
|
|
|
26
|
|
|
440
|
|
||||
Redemptions/distributions/decrease in leverage
|
(497
|
)
|
|
(83
|
)
|
|
(178
|
)
|
|
(758
|
)
|
||||
Change in fund value
|
4
|
|
|
(34
|
)
|
|
30
|
|
|
—
|
|
||||
Change in fee basis
|
(102
|
)
|
|
(167
|
)
|
|
—
|
|
|
(269
|
)
|
||||
FPAUM Balance at 9/30/2018
|
$
|
2,708
|
|
|
$
|
3,185
|
|
|
$
|
941
|
|
|
$
|
6,834
|
|
Average FPAUM(1)
|
$
|
2,959
|
|
|
$
|
2,710
|
|
|
$
|
1,015
|
|
|
$
|
6,684
|
|
|
AUM: $12,481
|
AUM: $10,587
|
|
FPAUM
|
|
Non-fee paying
|
|
AUM not yet earning fees
|
|
General partner and affiliates
|
|
Year of Inception
|
|
AUM
|
|
Original Capital Commitments
|
|
Cumulative Invested Capital
|
|
Realized Proceeds(1)
|
|
Unrealized Value(2)
|
|
Total Value
|
|
MoIC
|
|
IRR(%)
|
|
Primary
Investment Strategy
|
||||||||||||||||
Fund
|
|
|
|
|
|
|
|
Gross(3)
|
|
Net(4)
|
|
Gross(5)
|
|
Net(6)
|
|
||||||||||||||||||||
EF IV(7)
|
2014
|
|
$
|
1,029
|
|
|
$
|
1,302
|
|
|
$
|
1,087
|
|
|
$
|
821
|
|
|
$
|
881
|
|
|
$
|
1,702
|
|
|
1.6x
|
|
1.3x
|
|
19.2
|
|
13.5
|
|
European Real Estate Equity
|
US IX
|
2017
|
|
1,035
|
|
|
1,040
|
|
|
687
|
|
|
26
|
|
|
680
|
|
|
706
|
|
|
1.1x
|
|
1.0x
|
|
N/A
|
|
N/A
|
|
U.S. Real Estate Equity
|
||||||
EF V(8)
|
2018
|
|
1,921
|
|
|
1,968
|
|
|
339
|
|
|
41
|
|
|
336
|
|
|
377
|
|
|
1.1x
|
|
1.0x
|
|
N/A
|
|
N/A
|
|
European Real Estate Equity
|
|
(1)
|
Realized proceeds include distributions of operating income, sales and financing proceeds received.
|
(2)
|
Unrealized value represents the fair value of remaining investments. There can be no assurance that unrealized investments will be realized at the valuations indicated.
|
(3)
|
The gross MoIC is calculated at the investment level and is based on the interests of all partners. The gross MoIC for all funds is before giving effect to management fees, carried interest, other expenses and taxes, as applicable.
|
(4)
|
The net MoIC is calculated at the fund-level and is based on the interests of the fee-paying partners and, if applicable, excludes interests attributable to the non fee-paying partners and/or the general partner which does not pay management fees, carried interest or has such fees rebated outside of the fund. The net MoIC is after giving effect to management fees, carried interest as applicable and other expenses. Net fund-level MoICs would generally likely have been lower had such fund called capital from its limited partners instead of utilizing the credit facility.
|
(5)
|
The gross IRR is an annualized since inception gross internal rate of return of cash flows to and from investments and the residual value of the investments at the end of the measurement period. Gross IRRs reflect returns to all partners. Cash flows used in the gross IRR calculation are assumed to occur at quarter-end. The gross IRRs are calculated before giving effect to management fees, carried interest, other expenses and taxes, as applicable.
|
(6)
|
The net IRR is an annualized since inception net internal rate of return of cash flows to and from the fund and the fund’s residual value at the end of the measurement period. Net IRRs reflect returns to the fee-paying partners and, if applicable, exclude interests attributable to the non fee-paying partners and/or the general partner which does not pay management fees or carried interest or has such fees rebated outside of the fund. The cash flow dates used in the net IRR calculation are based on the actual dates of the cash flows. The net IRRs are calculated after giving effect to management fees, carried interest as applicable, and other expenses. The funds may utilize a credit facility during the investment period and for general cash management purposes. Net fund-level IRRs would generally likely have been lower had such fund called capital from its limited partners instead of utilizing the credit facility.
|
(7)
|
EF IV is made up of two parallel funds, one denominated in U.S. dollars and one denominated in Euros. The gross and net MoIC and gross and net IRRs presented in the chart are for the Euro denominated parallel fund. The gross and net IRRs for the U.S. dollar denominated parallel fund are 18.8% and 13.5%, respectively. The gross and net MoIC for the U.S. dollar denominated parallel fund are 1.6x and 1.3x, respectively. Original capital commitments are converted to U.S. dollars at the prevailing exchange rate at the time of fund's closing. All other values for EF IV are for the combined fund and are converted to U.S. dollars at the prevailing quarter-end exchange rate.
|
(8)
|
EF V is made up of two parallel funds, one denominated in U.S. dollars and one denominated in Euros. The gross MoIC presented in the chart is for the Euro denominated parallel fund. The gross and net MoIC for the U.S. dollar denominated parallel fund are 1.1x and 1.0x, respectively. Original capital commitments are converted to U.S. dollars at the prevailing exchange rate at the time of fund's closing. All other values for EF V are for the combined fund and are converted to U.S. dollars at the prevailing quarter-end exchange rate.
|
|
Three Months Ended September 30,
|
|
Favorable (Unfavorable)
|
|
Nine Months Ended September 30,
|
|
Favorable (Unfavorable)
|
||||||||||||||||||||||
|
|
|
|
||||||||||||||||||||||||||
|
2019
|
|
2018
|
|
$ Change
|
|
% Change
|
|
2019
|
|
2018
|
|
$ Change
|
|
% Change
|
||||||||||||||
Compensation and benefits
|
$
|
(34,061
|
)
|
|
$
|
(31,957
|
)
|
|
$
|
(2,104
|
)
|
|
(7
|
)%
|
|
$
|
(100,716
|
)
|
|
$
|
(92,829
|
)
|
|
$
|
(7,887
|
)
|
|
(8
|
)%
|
General, administrative and other expenses
|
(21,405
|
)
|
|
(18,102
|
)
|
|
(3,303
|
)
|
|
(18
|
)%
|
|
(61,911
|
)
|
|
(55,729
|
)
|
|
(6,182
|
)
|
|
(11
|
)%
|
||||||
Fee Related Earnings
|
$
|
(55,466
|
)
|
|
$
|
(50,059
|
)
|
|
(5,407
|
)
|
|
(11
|
)%
|
|
$
|
(162,627
|
)
|
|
$
|
(148,558
|
)
|
|
(14,069
|
)
|
|
(9
|
)%
|
|
Three Months Ended September 30,
|
|
Favorable (Unfavorable)
|
|
Nine Months Ended September 30,
|
|
Favorable (Unfavorable)
|
||||||||||||||||||||||
|
|
|
|
||||||||||||||||||||||||||
|
2019
|
|
2018
|
|
$ Change
|
|
% Change
|
|
2019
|
|
2018
|
|
$ Change
|
|
% Change
|
||||||||||||||
Fee Related Earnings
|
$
|
(55,466
|
)
|
|
$
|
(50,059
|
)
|
|
$
|
(5,407
|
)
|
|
(11
|
)%
|
|
$
|
(162,627
|
)
|
|
$
|
(148,558
|
)
|
|
$
|
(14,069
|
)
|
|
(9
|
)%
|
Investment income-realized
|
—
|
|
|
22
|
|
|
(22
|
)
|
|
(100
|
)%
|
|
—
|
|
|
1,658
|
|
|
(1,658
|
)
|
|
(100
|
)%
|
||||||
Interest and other investment income (loss)-realized
|
(11
|
)
|
|
442
|
|
|
(453
|
)
|
|
NM
|
|
|
(13
|
)
|
|
2,178
|
|
|
(2,191
|
)
|
|
NM
|
|
||||||
Interest expense
|
(535
|
)
|
|
(622
|
)
|
|
87
|
|
|
14
|
%
|
|
(1,330
|
)
|
|
(1,758
|
)
|
|
428
|
|
|
24
|
%
|
||||||
Realized net investment income (loss)
|
(546
|
)
|
|
(158
|
)
|
|
(388
|
)
|
|
NM
|
|
|
(1,343
|
)
|
|
2,078
|
|
|
(3,421
|
)
|
|
NM
|
|
||||||
Realized Income
|
$
|
(56,012
|
)
|
|
$
|
(50,217
|
)
|
|
(5,795
|
)
|
|
(12
|
)%
|
|
$
|
(163,970
|
)
|
|
$
|
(146,480
|
)
|
|
(17,490
|
)
|
|
(12
|
)%
|
|
|
For the Nine Months Ended September 30,
|
||||||
|
2019
|
|
2018
|
||||
Net cash provided by the Company's operating activities
|
$
|
325,225
|
|
|
$
|
471,053
|
|
Net cash used in the Consolidated Funds' operating activities
|
(2,005,309
|
)
|
|
(2,194,267
|
)
|
||
Net cash used in operating activities
|
(1,680,084
|
)
|
|
(1,723,214
|
)
|
||
Net cash used in the Company's investing activities
|
(12,073
|
)
|
|
(14,437
|
)
|
||
Net cash used in the Company's financing activities
|
(245,492
|
)
|
|
(439,915
|
)
|
||
Net cash provided by the Consolidated Funds' financing activities
|
1,996,160
|
|
|
2,172,917
|
|
||
Net cash provided by financing activities
|
1,750,668
|
|
|
1,733,002
|
|
||
Effect of exchange rate changes
|
(16,555
|
)
|
|
7,912
|
|
||
Net change in cash and cash equivalents
|
$
|
41,956
|
|
|
$
|
3,263
|
|
|
|
|
|
|
|
|
As of September 30, 2019
|
|
December 31, 2018
|
||||||||||
|
Debt Origination Date
|
|
Maturity
|
|
Original Borrowing Amount
|
|
Carrying
Value |
|
Interest Rate
|
|
Carrying
Value |
|
Interest Rate
|
||||||
Credit Facility(1)
|
Revolver
|
|
3/21/2024
|
|
N/A
|
|
|
$
|
—
|
|
|
N/A
|
|
$
|
235,000
|
|
|
4.00%
|
|
Senior Notes(2)
|
10/8/2014
|
|
10/8/2024
|
|
$
|
250,000
|
|
|
246,442
|
|
|
4.21%
|
|
245,952
|
|
|
4.21%
|
||
Total debt obligations
|
|
|
|
|
|
|
$
|
246,442
|
|
|
|
|
$
|
480,952
|
|
|
|
|
(1)
|
The AOG entities are borrowers under the Credit Facility, which provides a $1.065 billion revolving line of credit. It has a variable interest rate based on LIBOR or a base rate plus an applicable margin with an unused commitment fee paid quarterly, which is subject to change with the Company’s underlying credit agency rating. On March 21, 2019, the Company amended the Credit Facility to, among other things, extend the maturity date from February 2022 to March 2024 and to reduce borrowing costs on the drawn and undrawn amounts. As of September 30, 2019, base rate loans bear interest calculated based on the base rate plus 0.25% and the LIBOR rate loans bear interest calculated based on LIBOR plus 1.25%. The unused commitment fee is 0.15% per annum. There is a base rate and LIBOR floor of zero.
|
(2)
|
The Senior Notes were issued in October 2014 by Ares Finance Co. LLC, a subsidiary of the Company, at 98.268% of the face amount with interest paid semi-annually. The Company may redeem the Senior Notes prior to maturity, subject to the terms of the indenture.
|
Period
|
Total Number of Shares Purchased
|
Average Price Paid Per Share
|
Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs
|
Approximate Dollar Value of Shares That May Yet be Purchased Under the Plans or Programs (1)
|
||||||
July 1, 2019 - July 31, 2019
|
—
|
|
$
|
—
|
|
—
|
|
$
|
139,551
|
|
August 1, 2019 - August 31, 2019
|
—
|
|
—
|
|
—
|
|
139,551
|
|
||
September 1, 2019 - September 30, 2019
|
—
|
|
—
|
|
—
|
|
139,551
|
|
||
Total
|
—
|
|
|
—
|
|
|
|
(1)
|
In February 2019, our board of directors authorized the repurchase of up to $150 million of shares of our Class A common stock. Under this stock repurchase program, shares may be repurchased from time to time in open market purchases, privately negotiated transactions or otherwise, including in reliance on Rule 10b5-1 of the Securities Act. The program is scheduled to expire in February 2020. Repurchases under the program depend on the prevailing market conditions and other factors.
|
Exhibit No.
|
|
Description
|
|
Certificate of Incorporation of Ares Management Corporation (incorporated by reference to Exhibit 99.3 to the Registrant’s Current Report on Form 8-K (File No. 001-36429) filed with the SEC on November 15, 2018).
|
|
|
Bylaws of Ares Management Corporation (incorporated by reference to Exhibit 99.4 to the Registrant’s Current Report on Form 8-K (File No. 001-36429) filed with the SEC on November 15, 2018).
|
|
|
Stock Purchase Agreement, dated July 9, 2019, between Aspida Holdco, LLC and GBIG Holdings, Inc. (incorporated by reference to Exhibit 2.1 to the Registrant's Current Report on Form 8-K (File 001-36429) filed with the SEC on July 9, 2019).
|
|
|
Second Amended and Restated Investment Advisory and Management Agreement, dated June 6, 2019, between Ares Capital Corporation and Ares Capital Management LLC
|
|
31.1*
|
|
Certification of the Chief Executive Officer pursuant to Rule 13a‑14(a).
|
31.2*
|
|
Certification of the Chief Financial Officer pursuant to Rule 13a‑14(a).
|
32.1*
|
|
Certification of the Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350.
|
101.INS*
|
|
XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
|
101.SCH*
|
|
Inline XBRL Taxonomy Extension Schema Document.
|
101.CAL*
|
|
Inline XBRL Taxonomy Extension Calculation Linkbase Document.
|
101.DEF*
|
|
Inline XBRL Taxonomy Extension Definition Linkbase Document.
|
101.LAB*
|
|
Inline XBRL Taxonomy Extension Label Linkbase Document.
|
101.PRE*
|
|
Inline XBRL Taxonomy Extension Presentation Linkbase Document.
|
104*
|
|
Cover Page Interactive Data File - the cover page interactive data file does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
|
|
|
ARES MANAGEMENT CORPORATION
|
||
|
|
|
|
|
|
|
|
Dated: November 6, 2019
|
By:
|
|
/s/ Michael J Arougheti
|
|
|
Name:
|
Michael J Arougheti
|
|
|
Title:
|
Co‑Founder, Chief Executive Officer & President (Principal Executive Officer)
|
|
|
|
|
|
|
|
|
Dated: November 6, 2019
|
By:
|
|
/s/ Michael R. McFerran
|
|
|
Name:
|
Michael R. McFerran
|
|
|
Title:
|
Chief Financial Officer & Chief Operating Officer (Principal Financial and Accounting Officer)
|
|
|
|
|
|
|
|
|
•
|
organization;
|
•
|
calculating the Corporation’s net asset value (including the cost and expenses of any independent valuation firm);
|
•
|
expenses incurred by the Adviser payable to third parties, including agents, consultants or other advisors, in monitoring financial and legal affairs for the Corporation and in monitoring the Corporation’s investments (including the cost of consultants hired to develop information technology systems designed to monitor the Corporation’s investments) and performing due diligence on its prospective portfolio companies;
|
•
|
interest payable on debt, if any, incurred to finance the Corporation’s investments;
|
•
|
offerings of the Corporation’s common stock and other securities;
|
•
|
investment advisory and management fees;
|
•
|
administration fees, if any, payable under the Amended and Restated Administration Agreement (the “Administration Agreement”) between the Corporation and Ares Operations LLC or any successor thereto (the “Administrator”), the Corporation’s administrator;
|
•
|
fees payable to third parties, including agents, consultants or other advisors, relating to, or associated with, evaluating and making investments (including payments to third party vendors for financial information services);
|
•
|
transfer agent and custodial fees;
|
•
|
federal and state registration fees;
|
•
|
all costs of registration and listing the Corporation’s shares on any securities exchange;
|
•
|
federal, state and local taxes;
|
•
|
independent directors’ fees and expenses;
|
•
|
costs of preparing and filing reports or other documents required by governmental bodies (including the SEC);
|
•
|
costs of any reports, proxy statements or other notices to stockholders, including printing costs;
|
•
|
the Corporation’s allocable portion of the fidelity bond, directors and officers/errors and omissions liability insurance, and any other insurance premiums;
|
•
|
direct costs and expenses of administration, including printing, mailing, long distance telephone, cellular phone and data service, copying, secretarial and other staff, independent auditors and outside legal costs; and
|
•
|
all other expenses incurred by the Corporation or the Administrator in connection with administering the Corporation’s business (including payments under the Administration Agreement between the Corporation and the Administrator based upon the Corporation’s allocable portion of the Administrator’s overhead in performing its obligations under the Administration Agreement, including rent and the allocable portion of the cost of the Corporation’s officers and their respective staffs (including travel expenses)).
|
By:
|
/s/ Penni F. Roll
Name: Penni F. Roll Title: Chief Financial Officer |
By:
|
/s/ Joshua M. Bloomstein
Name: Joshua M. Bloomstein Title: Vice President and Assistant Secretary |
/s/ Michael J Arougheti
|
|
Name:
|
Michael J Arougheti
|
Title:
|
Co‑Founder, Chief Executive Officer & President (Principal Executive Officer)
|
|
/s/ Michael R. McFerran
|
|
Name:
|
Michael R. McFerran
|
Title:
|
Chief Financial Officer & Chief Operating Officer (Principal Financial and Accounting Officer)
|
|
/s/ Michael J Arougheti
|
|
Name:
|
Michael J Arougheti
|
Title:
|
Co‑Founder, Chief Executive Officer & President (Principal Executive Officer)
|
|
|
/s/ Michael R. McFerran
|
|
Name:
|
Michael R. McFerran
|
Title:
|
Chief Financial Officer & Chief Operating Officer (Principal Financial and Accounting Officer)
|
|