EX-99.1 2 a14-24095_1ex99d1.htm EX-99.1

Exhibit 99.1

 

 

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

 

·

Total assets under management1 increased to $79.6 billion, a 14.0% increase year over year

 

 

·

$3.8 billion in gross capital raised in Q3 2014 with over $19.0 billion raised during the last twelve months

 

 

·

Management fees reached 94.2% of total fee revenue for the three months ended September 30, 2014

 

 

·

Fee related earnings were $41.2 million

 

 

·

Economic net income was $72.1 million; economic net income after tax was $67.4 million, or $0.32 per unit2

 

 

·

Distributable earnings were $65.3 million; distributable earnings after tax were $0.26 per common unit

 

 

·

Declared third quarter distribution of $0.24 per common unit

 

 

·

Third quarter GAAP net income3 was $41.1 million

 

LOS ANGELES -- Ares Management, L.P.  (“the Company,” “Ares,” “we,” and “our”) (NYSE:ARES) today reported its financial results for the quarter ended September 30, 2014.  As Ares was not a public company prior to its initial public offering (“IPO”), which closed on May 7, 2014, and the related reorganization, the financial results for the three months ended September 30, 2013 and for the nine months ended September 30, 2013 and 2014 reported herein include the results of our predecessor owners.

 

“Growth in our fee related earnings and realized net performance fees has enabled us to notably increase our distribution to our unitholders in the third quarter compared to the second quarter,” commented Tony Ressler, Chief Executive Officer of Ares. “We expect our comprehensive and expanding offering, strong performance and global reach will lead to continued growth in our assets under management as investors seek differentiated alternative investment solutions.”

 

Ares reported growth in both assets under management and fee earning assets under management of 14.0% and 6.4%, year over year, reaching $79.6 billion and $59.9 billion, respectively.

 

“We had a solid third quarter, raising more than $3.8 billion in gross capital, and we remain well positioned to grow our earnings as we invest our significant amount of dry powder totaling $18.5 billion,” commented Michael Arougheti, President of Ares. “In addition to our organic growth, we hope to continue to expand our platform through strategic acquisitions in complementary areas that are attractive to our investors and accretive to our unitholders.”

 

Economic net income for the three months ended September 30, 2014 was $72.1 million compared to $116.7 million for the third quarter of 2013.  The decline was primarily attributable to lower performance related earnings within the Tradable Credit Group, as third quarter fund performance was impacted by a decrease in fair values for certain funds in September 2014, which drove unrealized investment losses and reversals of unrealized performance fees.  Performance related earnings for the three months ended September 30, 2014 decreased by $33.8 million compared to the three months ended September 30, 2013.  In addition, fee related earnings for the Tradable Credit Group for the three months ended September 30, 2014 declined $11.2 million compared to the three months ended September 30, 2013 due to the one-time recognition of $13.9 million in previously deferred management fees in the third quarter of 2013.  Third quarter economic net income, net of income taxes, was $67.4 million, or $0.32 per unit. Economic net income for the nine months ended September 30, 2014 was $224.5 million, 1.8% lower compared to $228.7 million for the nine months ended September 30, 2013.

 


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

2  Total units outstanding represents the sum of common units and Ares Operating Group Units, which are exchangeable for common units. See Exhibit F for more details.

3  GAAP net income excludes income (loss) attributable to non-controlling and redeemable interests in Consolidated Funds.

 



 

Distributable earnings were $65.3 million for the three months ended September 30, 2014 compared to $86.7 million for the three months ended September 30, 2013, primarily driven by: (i) lower fee related earnings within the Tradable Credit Group of $23.5 million, a decrease of $11.2 million in the third quarter of 2014 compared to $34.7 million in the third quarter of 2013 that resulted from a one-time recognition of previously deferred management fees of $13.9 million in the third quarter of 2013; and (ii) a decline in realized investment income within the Tradable Credit Group from $16.3 million in 2013 to $6.9 million in 2014. Distributable earnings were $168.2 million for the nine months ended September 30, 2014 compared to $217.2 million for the nine months ended September 30, 2013.

 

For the third quarter, distributable earnings after applicable income taxes allocated to common unitholders were $21.1 million, or $0.26 per common unit, an increase of $0.08 per common unit compared to the second quarter of 2014. Ares declared a third quarter distribution of $0.24 per common unit payable on December 4, 2014 to common unitholders of record as of November 24, 2014.

 

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

 

ARES MANAGEMENT, L.P.

Key Performance Metrics as of September 30, 2014

 

$ in thousands unless otherwise noted

 

Three months ended
September 30,

 

Nine months ended
September 30,

 

 

 

2014

 

2013 (6)

 

2014

 

    2013 (6)

 

Management Fees (includes ARCC Part I Fees of $31,156 and $32,014 for the three months ended September 30, 2014 and 2013, respectively and $85,140 and $81,511 for the nine months ended September 30, 2014 and 2013, respectively)

 

$153,676

 

$154,619

 

$436,940

 

$376,469

 

Other Fees (Admin. & Deal Income)

 

6,568

 

6,246

 

20,009

 

15,228

 

Compensation & Benefits (1) 

 

(93,408)

 

(83,852)

 

(272,504)

 

(217,214)

 

General & Administrative Expenses (2) 

 

(25,613)

 

(24,938)

 

(77,220)

 

(56,809)

 

Fee Related Earnings

 

$41,223

 

$52,076

 

$107,225

 

$117,676

 

 

 

 

 

 

 

 

 

 

 

Net Performance Fees

 

$9,415

 

$41,734

 

$50,766

 

$70,861

 

Net Investment Income

 

21,417

 

22,887

 

66,515

 

40,181

 

Performance Related Earnings

 

$30,832

 

$64,621

 

$117,281

 

$111,042

 

 

 

 

 

 

 

 

 

 

 

Economic Net Income

 

$72,055

 

$116,697

 

$224,506

 

$228,718

 

Economic Net Income After Income Taxes (3) 

 

$67,368

 

--

 

$209,809

 

--

 

Economic Net Income After Income Taxes per Unit (3) 

 

$0.32

 

--

 

$0.99

 

--

 

Distributable Earnings

 

$65,324

 

$86,685

 

$168,218

 

$217,244

 

Distributable Earnings After Income Taxes per Common Unit (4) 

 

$0.26

 

--

 

$0.66

 

--

 

 

 

 

 

 

 

 

 

 

 

Other Data

 

 

 

 

 

 

 

 

 

Accrued Incentives (Gross)

 

$526,763

 

$479,162

 

$526,763

 

$479,162

 

Accrued Incentives (Net)

 

166,533

 

202,923

 

166,533

 

202,923

 

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

 

94.2%

 

78.7%

 

89.6%

 

84.2%

 

 

(1)

Includes compensation and benefits attributable to OMG of $27.1 million and $22.8 million for the three months ended September 30, 2014 and 2013, respectively, and $80.7 million and $61.5 million for the nine months ended September 30, 2014 and 2013, respectively, which is not allocated to an operating segment.

(2)

Includes G&A attributable to OMG of $14.0 million and $11.4 million for the three months ended September 30, 2014 and 2013, respectively, and $40.5 million and $25.5 million for the nine months ended September 30, 2014 and 2013, respectively, which is not allocated to an operating segment.

(3)

Represents pro forma results assuming Ares IPO and reorganization had taken place on January 1, 2014. Total units of 212,285,744 include both common units and Ares Operating Group Units that are exchangeable for common units on a one-for-one basis.

(4)

Distributable earnings attributable to common unitholders is presented on a pro forma basis for the nine months ending September 30, 2014 as if Ares’ IPO occurred on January 1, 2014. The per unit calculation uses total common units outstanding. See “Exhibit G. Per Unit Calculations For the Three Months Ended September 30, 2014” for more detail.

(5)

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

(6)

Management fees includes $13.9 million and $15.0 million in one-time deferred fees for the three months and nine months ended September 30, 2013.

 

2



 

Management Fee Revenue. Management fee revenue declined 0.6% to $153.7 million for the three months ended September 30, 2014 compared to the same period in 2013.  Excluding the one-time recognition of previously deferred management fees of $13.9 million in the third quarter of 2013, management fee revenue increased 9.2% for the three months ended September 30, 2014 compared to the same period in 2013. This comparative growth in management fees was partially attributable to the expansion of the Real Estate Group equity platform, additional capital raises by ARCC and $3.2 million from new Tradable Credit Group alternative credit funds that were launched subsequent to the third quarter of 2013.

 

Compensation and Benefits. Compensation and benefits increased by $9.6 million for the three months ended September 30, 2014 compared to the same period in 2013. The increase was attributable to merit-based increases and increased headcount, including additional professionals from the Keltic acquisition.

 

General and Administrative Expenses. General and administrative expenses increased by $0.7 million to $25.6 million for the three months ended September 30, 2014 compared to the three months ended September 30, 2013, attributable to higher overhead costs related to an increase in headcount.

 

Fee Related Earnings. FRE decreased $10.9 million, or 20.8%, to $41.2 million for the three months ended September 30, 2014 compared to the same period in 2013. Excluding the one-time recognition of previously deferred management fees of $13.9 million in the third quarter of 2013, FRE increased $3.0 million, or 7.9%, for the three months ended September 30, 2014 compared to the same period in 2013. The growth in FRE was partially attributable to an increase in FRE in the Real Estate Group of $6.6 million and was partially offset by higher compensation and benefits expenses.

 

Performance Related Earnings. PRE was $30.8 million for the three months ended September 30, 2014 compared to $64.6 million for the same period in 2013. The decrease in PRE was primarily attributable to the decrease in net performance fees of $32.3 million and in net investment income of $1.5 million, due to the impact of a decline in market values for certain alternative credit funds in the Tradable Credit Group. The decline was partially offset by an increase in ARCC Part II Fees within the Direct Lending Group during the three months ended September 30, 2014.

 

Economic Net Income. ENI was $72.1 million for the three months ended September 30, 2014 compared to $116.7 million for the same period in 2013. The decrease in ENI was driven by declines in net performance fees of $32.3 million, in net investment income of $1.5 million and in FRE of $10.9 million, described above. ENI after provision for taxes was $67.4 million, or $0.32 per unit, for the third quarter of 2014. The blended effective tax rate on total ENI was 5.7% for the three months ended September 30, 2014.

 

Distributable Earnings. Total distributable earnings decreased by $21.4 million to $65.3 million for the three months ended September 30, 2014 compared to the same period in 2013. This decrease was primarily due to the $10.9 million decrease in FRE described above and a $7.1 million decrease in realized investment income.

 

Accrued Incentives Fees. Net accrued incentive fees as of September 30, 2014 decreased by $36.4 million to $166.5 million compared to $202.9 million as of September 30, 2013. The decrease in net accrued incentive fees was attributable to higher realization of previously accrued incentive fees in the Tradable Credit Group. The decrease was also due to a reversal of unrealized incentive fees for certain Tradable Credit funds due to a decline in market values during the third quarter of 2014.

 

Assets Under Management

 

 

 

AUM

($ in millions)

 

For the three
months ended
September 30, 2014

 

For the twelve
months ended
September 30, 2014

Beginning of Period AUM

 

$79,238

 

$69,822

Acquisitions

 

(216)

 

(179)

Commitments (1)

 

3,585

 

19,142

Capital Reduction (2)

 

(1,023)

 

(6,345)

Distribution (3)

 

(1,370)

 

(5,683)

Change in Fund Value (4)

 

(599)

 

2,859

End of Period AUM

 

$79,616

 

$79,616

Average AUM

 

$79,427

 

$74,719

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

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

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

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

 

3



 

Total AUM was $79.6 billion as of September 30, 2014, an increase of $378 million, or 0.5%, compared to total AUM of $79.2 billion as of June 30, 2014.  The increase in AUM was primarily due to $3.6 billion in net new commitments raised, which primarily consisted of (i) $1.2 billion in debt commitments to the Tradable Credit Group’s leveraged loan funds, (ii) $182 million in equity commitments to the Tradable Credit Group’s high yield funds, (iii) $782 million in equity commitments to the Tradable Credit Group’s Alternative Credit funds, (iv) $186 million in equity commitments to the Direct Lending Group’s funds and (v) $754 million in equity commitments to the Real Estate Group’s funds.  The increase in AUM was partially offset by a capital reduction of $1.0 billion primarily in the Tradable Credit Group.  Distributions for the three months ended September 30, 2014 totaled $1.4 billion, of which $385 million was attributable to the Tradable Credit Group, $233 million was attributable to the Direct Lending Group, $20 million was attributable to the Private Equity Group and $729 million was attributable to the Real Estate Group. Change in Fund Value for the three months ended September 30, 2014 decreased $599 million, of which $542 million was attributable to the Tradable Credit Group’s European long-only loan funds and $276 million to the Direct Lending Group’s European funds due to foreign currency fluctuations. The decline was partially offset by an increase in fund value of $212 million attributed to ACOF III and ACOF IV within the Private Equity Group.

 

For the twelve months ended September 30, 2014, AUM increased $9.8 billion to $79.6 billion, an increase of 14.0% compared to total AUM of $69.8 billion as of September 30, 2013.  The increase in AUM was primarily due to $19.1 billion of new commitments, which primarily consisted of (i) $8.3 billion to the Tradable Credit Group’s leveraged loan funds ($1.7 billion in equity commitments and $6.6 billion in debt commitments), (ii) $1.3 billion in equity commitments to the Tradable Credit Group’s high yield funds, (iii) $2.6 billion in equity commitments to the Tradable Credit Group’s Alternative Credit funds, (iv) $4.3 billion to the Direct Lending Group’s funds ($1.8 billion in equity commitments and $2.5 billion in debt commitments) and (v) $2.5 billion to the Real Estate  Group’s funds ($1.1 billion in equity commitments and $1.3 billion in debt commitments). The increase in AUM was partially offset by capital reductions of $6.3 billion, of which $4.8 billion was attributable to the Tradable Credit Group.  Distributions for the twelve months ended September 30, 2014 totaled $5.7 billion, of which $1.9 billion was attributable to the Tradable Credit Group, $832 million was attributable to the Private Equity Group, $946 million was attributable to the Direct Lending Group and $2.1 billion was attributable to the Real Estate Group. Change in Fund Value for the twelve months ended September 30, 2014 increased $2.9 billion, of which $1.0 billion was attributable to the Real Estate Group, $893 million to the Private Equity Group, $888 million to the Direct Lending Group and $40 million to the Tradable Credit Group.

 

Fee-Earning Assets Under Management

 

 

 

FEAUM

($ in millions)

 

For the three
months ended
September 30, 2014

 

For the twelve
months ended
September 30, 2014

Beginning of Period FEAUM

 

$59,244

 

$56,327

Acquisitions

 

(165)

 

(165)

Commitments (1)

 

2,723

 

5,691

Subscriptions / Deployment / Increase in Leverage (2)

 

1,384

 

8,746

Redemptions / Distributions / Decrease in Leverage (3)

 

(2,684)

 

(11,859)

Market Appreciation (Depreciation) (4)

 

(191)

 

2,299

Change in Fee Basis (5)

 

(391)

 

(1,119)

End of Period FEAUM

 

$59,920

 

$59,920

Average FEAUM

 

$59,582

 

$58,123

 

(1)

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

(2)

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

(3)

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

(4)

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

(5)

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

 

Total Fee Earning Assets Under Management (“FEAUM”) was $59.9 billion as of September 30, 2014, an increase of $676 million, or 1.1%, compared to total FEAUM of $59.2 billion as of June 30, 2014.  The increase in FEAUM was primarily due to subscriptions / deployment / increase in leverage, which was mainly comprised of $582 million and $788 million in the Tradable Credit Group and the Direct Lending Group, respectively.  New commitments of $2.7 billion, primarily comprised of $1.7 billion in the Tradable Credit Group and $786 million in the Real Estate Group, further added to the increase in FEAUM.  Partially offsetting the increase in FEAUM were redemptions / distributions / decreases in leverage of $2.7 billion, primarily driven by $1.5 billion and $595 million in the Tradable Credit Group and Direct Lending Group, respectively.

 

4



 

For the twelve months ended September 30, 2014, FEAUM increased $3.6 billion, or 6.4%, to $59.9 billion compared to total FEAUM of $56.3 billion as of September 30, 2013.  The increase in FEAUM was primarily due to: (i) subscriptions / deployment / increase in leverage of $8.7 billion, which was mainly comprised of $4.3 billion in the Tradable Credit Group and $4.0 billion in the Direct Lending Group; and (ii) commitments of $5.7 billion, which was mainly comprised of $2.9 billion in the Tradable Credit Group, $1.5 billion in the Real Estate Group and $1.2 billion in the Direct Lending Group. The increase in FEAUM was partially offset by redemptions / distributions / decrease in leverage of $11.9 billion, of which $7.7 billion was attributable to the Tradable Credit Group, $456 million was attributable to the Private Equity Group, $2.1 billion was attributable to the Direct Lending Group and $1.6 billion was attributable to the Real Estate Group.

 

 

Incentive Generating AUM and Incentive Eligible AUM

 

($ in millions)

 

 

 

As of September 30, 2014

 

As of June 30, 2014

 

 

Incentive
Generating AUM

 

Incentive Eligible
AUM

 

Incentive
Generating AUM

 

Incentive Eligible
AUM

Tradable Credit Group

 

$3,297

 

$8,242

 

$4,594

 

$7,448

Direct Lending Group(1)

 

10,388

 

13,854

 

9,513

 

13,668

Private Equity Group

 

6,020

 

9,465

 

4,058

 

9,296

Real Estate Group

 

1,816

 

5,859

 

1,993

 

5,829

Total

 

$21,521

 

$37,419

 

$20,158

 

$36,241

 

(1)

Includes the applicable IGAUM and IEAUM of ARCC (which totaled $8,758 and $10,235 as of September 30, 2014, respectively, and $8,067, and $7,804 as of June 30, 2014, respectively, as a result of ARCC Part II Fees).

 

Total Incentive Generating AUM (“IGAUM”) was $21.5 billion as of September 30, 2014, an increase of $1.4 billion, or 6.8%, compared to total IGAUM of $20.2 billion as of June 30, 2014. The increase was primarily driven by the IGAUM within the Private Equity Group, which increased $2.0 billion due to ACOF IV exceeding its hurdle rate in the third quarter of 2014, as well as an increase within the Direct Lending Group driven by the growth of the ARCC portfolio which generated ARCC Part II Fees.

 

Total Incentive Eligible AUM (“IEAUM”) was $37.4 billion as of September 30, 2014, compared to $36.2 billion as of June 30, 2014.  Funds not yet contributing incentive fees as of September 30, 2014 primarily include Ares European Real Estate Fund III, Ares European Real Estate Fund IV, Ares Commercial Real Estate Corporation, Ares Special Situations Fund IV and Ares European Loan Opportunities Fund.

 

IGAUM represented approximately 57.5% of Incentive Eligible AUM and incentive generating funds represented 53.8% of total incentive eligible funds, as of September 30, 2014.

 

 

Available Capital and Assets Under Management Not Yet Earning Fees

 

($ in millions)

 

 

As of September 30, 2014

 

As of June 30, 2014

 

 

Available
Capital

 

AUM Not Yet
Earning Fees

 

Available
Capital

 

AUM Not Yet
Earning Fees

Tradable Credit Group

 

$5,731

 

$1,953

 

$5,418

 

$2,061

Direct Lending Group

 

6,102

 

6,016

 

7,098

 

6,784

Private Equity Group

 

3,623

 

679

 

4,369

 

727

Real Estate Group

 

3,050

 

739

 

2,083

 

620

Total

 

$18,507

 

$9,386

 

$18,969

 

$10,191

 

Total available capital was $18.5 billion as of September 30, 2014, a decrease of $0.5 billion, or 2.5%, compared to $19.0 billion as of June 30, 2014, as $3.6 billion of new capital raised was offset by $3.7 billion of capital invested and $0.5 billion of market value adjustments, primarily due to negative foreign currency translation. Additionally, $1.8 billion of capital raised during the third quarter was invested during the third quarter and $1.9 billion of capital was deployed, reducing available capital.

 

Total AUM Not Yet Earnings Fees was $9.4 billion, a decrease of $0.8 billion, or 7.9%, compared to $10.2 billion as of June 30, 2014. The decline was due to a portion of new capital becoming fee-earning ($1.9 billion) and deployment of available capital. AUM Not Yet Earning Fees of $9.4 billion as of September 30, 2014 represents approximately $85.0 million in annual potential management fee revenue.(1)

 


(1)  No assurance can be made that such results will be achieved.

 

5



 

Results Excluding Consolidated Funds

 

Net income of the Company excluding the effect of the Consolidated Funds for the three months ended September 30, 2014 was $41.1 million.

 

 

Investment Capacity and Liquidity

 

As of September 30, 2014, our cash and cash equivalents were $75.1 million, investments at fair value were $603.4 million, and net performance fees receivable were $166.5 million.  As of September 30, 2014, the Company had a $1.03 billion revolving credit facility with approximately $880.0 million in available capital.

 

 

 

 

 

 

($ in thousands)

 

September 30, 2014

 

December 31, 2013

 

 

 

 

 

 

 

Cash and cash equivalents

 

$75,087

 

$89,802

 

Investments, at fair value

 

603,358

 

504,291

 

Debt obligations

 

163,912

 

153,119

 

Net performance fees receivable

 

166,533

 

185,773

 

 

 

Distribution

 

On November 12, 2014, the board of directors of our general partner declared a quarterly distribution of $0.24 per common unit to common unitholders of record at the close of business on November 24, 2014, payable on December 4, 2014.

 

Recent Developments

 

·

On October 8, 2014, our subsidiary, Ares Finance Co. LLC, issued $250.0 million aggregate principal amount of 4.0% Senior Notes due 2024. A portion of the net proceeds from this issuance were used to pay down the outstanding balance of $150.0 million under our credit facility and $13.9 million of certain promissory notes. Pro forma for the offering and application of the proceeds, cash balances would have been $157.7 million as of September 30, 2014.

 

 

·

On October 30, 2014, a subsidiary of the Company executed a definitive agreement to acquire Energy Investors Funds (“EIF”), an asset manager in the energy infrastructure industry with approximately $4 billion of AUM and FEAUM across EIF’s four commingled funds and related co-investment vehicles. The acquisition is being financed primarily with cash, including a portion of the proceeds from the above-mentioned 4.0% senior notes offering, and with equity interests exchangeable for up to an aggregate of 1.6 million common units in the Company (before factoring any potential contingent consideration which is based solely on future performance). The transaction is expected to close by the end of 2014, subject to regulatory approval, investor consent and other customary closing conditions.

 

6



 

Conference Call and Webcast Information

 

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

 

All interested parties are invited to participate via telephone or the live webcast, which will be hosted on a webcast link located on the Home page of the Investor Resources section of our website at http://www.aresmgmt.com. Please visit the website to test your connection before the webcast. Domestic callers can access the conference call by dialing (888)-317-6003. International callers can access the conference call by dialing +1 (412)-317-6061. All callers will need to enter the Participant Elite Entry Number 4777249 followed by the # sign and reference “Ares Management, L.P.” once connected with the operator. All callers are asked to dial in 10-15 minutes prior to the call so that name and company information can be collected. For interested parties, an archived replay of the call will be available through November 25, 2014 at 5:00 p.m. (Eastern Time) to domestic callers by dialing (877)-344-7529 and to international callers by dialing +1(412)-317-0088. For all replays, please reference conference number 10053309. An archived replay will also be available through November 25, 2014 on a webcast link located on the Home page of the Investor Resources section of our website.

 

About Ares Management, L.P.

 

Ares is a leading global alternative asset manager with approximately $80 billion of assets under management and approximately 700 employees in more than 15 offices in the United States, Europe and Asia as of September 30, 2014. Since its inception in 1997, Ares has adhered to a disciplined investment philosophy that focuses on delivering strong risk-adjusted investment returns throughout market cycles. Ares believes each of its four distinct but complementary investment groups in Tradable Credit, Direct Lending, Private Equity and Real Estate is a market leader based on assets under management and investment performance. Ares was built upon the fundamental principle that each group benefits from being part of the greater whole.

 

Forward-Looking Statements

 

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

 

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

 

Available Information

 

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

 

Contact

 

Ares Management, L.P.

Carl Drake
(800) 340-6597

 

7



 

Appendix

 

Exhibit A.  Operating Segments as of September 30, 2014

($ in millions)

 

 

 

Available
Capital

 

Fair Value of
Capital

 

AUM

Tradable Credit Group

 

$5,731

 

 

$26,845

 

 

$32,576

 

Direct Lending Group

 

6,102

 

 

21,877

 

 

27,980

 

Private Equity Group

 

3,623

 

 

6,328

 

 

9,951

 

Real Estate Group

 

3,050

 

 

6,059

 

 

9,109

 

Total

 

$18,507

 

 

$61,109

 

 

$79,616

 

 

 

Exhibit B.  Segment Results

($ in thousands)

 

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

 

 

 

Private
Equity
Group

 

Direct
Lending
Group

 

Tradable
Credit
Group

 

Real
Estate
Group

 

Total
Segments

 

OMG

 

Total
Stand
Alone

 

Management fees

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Recurring fees (includes, in the case of the Direct Lending Group, $31,156 of ARCC Part I Fees)

 

$22,386

 

$68,953

 

$37,038

 

$25,299

 

$153,676

 

$—

 

$153,676

 

Previously deferred fees

 

 

 

 

 

 

 

 

Total management fees

 

22,386

 

68,953

 

37,038

 

25,299

 

153,676

 

 

153,676

 

Administrative fees and other income

 

(137)

 

108

 

3

 

1,333

 

1,307

 

5,261

 

6,568

 

Compensation and benefits

 

(8,638)

 

(34,815)

 

(10,813)

 

(12,092)

 

(66,358)

 

(27,050)

 

(93,408)

 

General, administrative and other expenses

 

(1,872)

 

(3,684)

 

(2,741)

 

(3,311)

 

(11,608)

 

(14,005)

 

(25,613)

 

Fee related earnings (loss)

 

11,739

 

30,562

 

23,487

 

11,229

 

77,017

 

(35,794)

 

41,223

 

Performance fees—realized

 

5,075

 

 

31,599

 

799

 

37,473

 

 

37,473

 

Performance fees—unrealized

 

35,106

 

14,148

 

(44,526)

 

477

 

5,205

 

 

5,205

 

Performance fee compensation — realized

 

(4,058)

 

(10)

 

(6,973)

 

 

(11,041)

 

 

(11,041)

 

Performance fee compensation — unrealized

 

(27,307)

 

(8,349)

 

13,476

 

(42)

 

(22,222)

 

 

(22,222)

 

Net performance fees

 

8,816

 

5,789

 

(6,424)

 

1,234

 

9,415

 

 

9,415

 

Investment income (loss) — realized

 

1,269

 

430

 

6,868

 

413

 

8,980

 

 

8,980

 

Investment income (loss) — unrealized

 

9,081

 

3,888

 

(3,225)

 

460

 

10,204

 

 

10,204

 

Interest, dividend and other investment income

 

1,312

 

175

 

2,222

 

89

 

3,798

 

 

3,798

 

Interest expense

 

(630)

 

(221)

 

(447)

 

(267)

 

(1,565)

 

 

(1,565)

 

Net investment income (loss)

 

11,032

 

4,272

 

5,418

 

695

 

21,417

 

 

21,417

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Performance related earnings (loss)

 

19,848

 

10,061

 

(1,006)

 

1,929

 

30,832

 

 

30,832

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Economic net income (loss)

 

$31,587

 

$40,623

 

$22,481

 

$13,158

 

$107,849

 

$(35,794)

 

$72,055

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Distributable earnings (loss)

 

$14,145

 

$30,288

 

$54,185

 

$3,773

 

$102,391

 

$(37,067)

 

$65,324

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total assets

 

$594,350

 

$260,060

 

$531,158

 

$192,772

 

$1,578,340

 

$9,629

 

$1,587,969

 

 

8



 

Exhibit B.  Segment Results (continued)

($ in thousands)

 

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

 

 

 

Private
Equity
Group

 

Direct
Lending
Group

 

Tradable
Credit
Group

 

Real
Estate
Group

 

Total
Segments

 

OMG

 

Total
Stand
Alone

 

Management fees

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Recurring fees (includes, in the case of the Direct Lending Group, $32,014 of ARCC Part I Fees)

 

$24,089

 

$65,596

 

$33,463

 

$17,578

 

$140,726

 

$—

 

$140,726

 

Previously deferred fees

 

 

 

13,893

 

 

13,893

 

 

13,893

 

Total management fees

 

24,089

 

65,596

 

47,356

 

17,578

 

154,619

 

 

154,619

 

Administrative fees and other income

 

229

 

83

 

25

 

1,522

 

1,859

 

4,388

 

6,246

 

Compensation and benefits

 

(7,489)

 

(34,050)

 

(9,475)

 

(10,050)

 

(61,064)

 

(22,788)

 

(83,852)

 

General, administrative and other expenses

 

(3,213)

 

(2,710)

 

(3,229)

 

(4,435)

 

(13,587)

 

(11,351)

 

(24,938)

 

Fee related earnings (loss)

 

13,616

 

28,919

 

34,677

 

4,615

 

81,827

 

(29,751)

 

52,076

 

Performance fees — realized

 

17,361

 

 

22,130

 

 

39,492

 

 

39,492

 

Performance fees — unrealized

 

38,752

 

10,258

 

14,580

 

2,784

 

66,374

 

 

66,374

 

Performance fee compensation — realized

 

(13,844)

 

 

(2,194)

 

 

(16,037)

 

 

(16,037)

 

Performance fee compensation — unrealized

 

(30,324)

 

(6,071)

 

(11,698)

 

 

(48,093)

 

 

(48,093)

 

Net performance fees

 

11,945

 

4,187

 

22,818

 

2,784

 

41,734

 

 

41,734

 

Investment income (loss) — realized

 

163

 

(357)

 

16,341

 

(27)

 

16,120

 

 

16,120

 

Investment income (loss) — unrealized

 

5,880

 

2,677

 

(6,438)

 

1,574

 

3,693

 

 

3,693

 

Interest, dividend and other investment income

 

1,930

 

1,092

 

2,093

 

534

 

5,649

 

 

5,649

 

Interest expense

 

(867)

 

(682)

 

(512)

 

(514)

 

(2,575)

 

 

(2,575)

 

Net investment income (loss)

 

7,106

 

2,730

 

11,484

 

1,567

 

22,887

 

 

22,887

 

Performance related earnings (loss)

 

19,051

 

6,917

 

34,302

 

4,351

 

64,621

 

 

64,621

 

Economic net income (loss)

 

$32,667

 

$35,836

 

$68,979

 

$8,966

 

$146,448

 

$(29,751)

 

$116,697

 

Distributable earnings (loss)

 

$17,760

 

$28,735

 

$71,449

 

$(1,146)

 

$116,798

 

$(30,113)

 

$86,685

 

Total assets

 

$446,958

 

$267,780

 

$697,305

 

$220,176

 

$1,632,219

 

$9,363

 

$1,641,582

 

 

9



 

Exhibit B.  Segment Results (continued)

($ in thousands)

 

As of and for the nine months ended September 30, 2014:

 

 

 

Private
Equity
Group

 

Direct
Lending
Group

 

Tradable
Credit
Group

 

Real
Estate
Group

 

Total
Segments

 

OMG

 

Total
Stand
Alone

 

Management fees

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Recurring fees (includes, in the case of the Direct Lending Group, $85,140 of ARCC Part I Fees)

 

$68,192

 

$199,963

 

$106,802

 

$61,983

 

$436,940

 

$—

 

$436,940

 

Previously deferred fees

 

 

 

 

 

 

 

 

Total management fees

 

68,192

 

199,963

 

106,802

 

61,983

 

436,940

 

 

436,940

 

Administrative fees and other income

 

33

 

474

 

53

 

4,119

 

4,679

 

15,326

 

20,009

 

Compensation and benefits

 

(24,720)

 

(99,780)

 

(32,071)

 

(35,265)

 

(191,836)

 

(80,668)

 

(272,504)

 

General, administrative and other expenses

 

(6,609)

 

(7,843)

 

(10,333)

 

(11,911)

 

(36,696)

 

(40,524)

 

(77,220)

 

Fee related earnings (loss)

 

36,896

 

92,814

 

64,451

 

18,926

 

213,087

 

(105,866)

 

107,225

 

Performance fees — realized

 

22,775

 

39

 

66,094

 

799

 

89,707

 

 

89,707

 

Performance fees — unrealized

 

98,450

 

20,040

 

(42,635)

 

11,152

 

87,007

 

 

87,007

 

Performance fee compensation — realized

 

(18,220)

 

(38)

 

(28,465)

 

 

(46,723)

 

 

(46,723)

 

Performance fee compensation — unrealized

 

(77,044)

 

(11,874)

 

10,301

 

(608)

 

(79,225)

 

 

(79,225)

 

Net performance fees

 

25,961

 

8,167

 

5,295

 

11,343

 

50,766

 

 

50,766

 

Investment income (loss) — realized

 

5,048

 

(1,102)

 

31,453

 

842

 

36,241

 

 

36,241

 

Investment income (loss) — unrealized

 

36,096

 

5,627

 

(18,625)

 

233

 

23,331

 

 

23,331

 

Interest, dividend and other investment income

 

4,679

 

418

 

6,801

 

286

 

12,184

 

 

12,184

 

Interest expense

 

(2,037)

 

(857)

 

(1,377)

 

(970)

 

(5,241)

 

 

(5,241)

 

Net investment income (loss)

 

43,786

 

4,086

 

18,252

 

391

 

66,515

 

 

66,515

 

Performance related earnings (loss)

 

69,747

 

12,253

 

23,547

 

11,734

 

117,281

 

 

117,281

 

Economic net income (loss)

 

$106,643

 

$105,067

 

$87,998

 

$30,660

 

$330,372

 

$(105,866)

 

$224,506

 

Distributable earnings (loss)

 

$47,780

 

$89,501

 

$133,741

 

$7,615

 

$278,637

 

$(110,419)

 

$168,218

 

Total assets

 

$594,350

 

$260,060

 

$531,158

 

$192,772

 

$1,578,340

 

$9,629

 

$1,587,969

 

 

10



 

Exhibit B.  Segment Results (continued)

($ in thousands)

 

As of and for the nine months ended September 30, 2013:

 

 

 

 

Private
Equity
Group

 

Direct
Lending
Group

 

Tradable
Credit
Group

 

Real
Estate
Group

 

Total
Segments

 

OMG

 

Total
Stand
Alone

 

Management fees

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Recurring fees (includes, in the case of the Direct Lending Group, $81,511 of ARCC Part I Fees)

 

$70,719

 

$173,297

 

$94,887

 

$22,534

 

$361,437

 

$—

 

$361,437

 

Previously deferred fees

 

 

 

15,032

 

 

15,032

 

 

15,032

 

Total management fees

 

70,719

 

173,297

 

109,919

 

22,534

 

376,469

 

 

376,469

 

Administrative fees and other income

 

502

 

248

 

79

 

1,536

 

2,365

 

12,865

 

15,228

 

Compensation and benefits

 

(21,091)

 

(90,568)

 

(26,829)

 

(17,251)

 

(155,739)

 

(61,475)

 

(217,214)

 

General, administrative and other expenses

 

(8,467)

 

(6,771)

 

(9,192)

 

(6,860)

 

(31,290)

 

(25,519)

 

(56,809)

 

Fee related earnings (loss)

 

41,663

 

76,206

 

73,977

 

(41)

 

191,805

 

(74,129)

 

117,676

 

Performance fees — realized

 

66,127

 

 

53,816

 

 

119,943

 

 

119,943

 

Performance fees — unrealized

 

16,200

 

10,657

 

44,365

 

2,784

 

74,006

 

 

74,006

 

Performance fee compensation — realized

 

(52,901)

 

37

 

(13,502)

 

 

(66,366)

 

 

(66,366)

 

Performance fee compensation — unrealized

 

(12,052)

 

(6,368)

 

(38,302)

 

 

(56,721)

 

 

(56,721)

 

Net performance fees

 

17,374

 

4,326

 

46,377

 

2,784

 

70,861

 

 

70,861

 

Investment income (loss)—realized

 

4,665

 

1,122

 

49,331

 

(107)

 

55,011

 

 

55,011

 

Investment income (loss)—unrealized

 

2,046

 

1,794

 

(18,346)

 

(5,520)

 

(20,026)

 

 

(20,026)

 

Interest, dividend and other investment income

 

4,570

 

3,447

 

2,914

 

1,631

 

12,559

 

 

12,559

 

Interest expense

 

(2,686)

 

(1,947)

 

(1,797)

 

(936)

 

(7,365)

 

 

(7,365)

 

Net investment income (loss)

 

8,595

 

4,416

 

32,102

 

(4,932)

 

40,181

 

 

40,181

 

Performance related earnings (loss)

 

25,969

 

8,742

 

$78,479

 

(2,148)

 

111,042

 

 

111,042

 

Economic net income (loss)

 

$67,632

 

$84,948

 

$152,456

 

$(2,189)

 

$302,847

 

$(74,129)

 

$228,718

 

Distributable earnings (loss)

 

$59,832

 

$76,781

 

$162,400

 

$(6,563)

 

$292,450

 

$(75,206)

 

$217,244

 

Total assets

 

$446,959

 

$267,780

 

$697,305

 

$220,176

 

$1,632,219

 

$9,363

 

$1,641,582

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

11



 

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

($ in thousands, except share data)

 

 

 

 

As of September 30,

 

As of December 31,

 

 

2014

 

2013

 

 

(unaudited)

 

(Predecessor)

Assets

 

 

 

 

Cash and cash equivalents

 

$75,087

 

$89,802

Restricted cash and cash equivalents

 

18,525

 

13,344

Investments, at fair value

 

155,568

 

89,438

Performance fees receivable

 

180,791

 

137,682

Derivative assets, at fair value

 

7,789

 

1,164

Due from affiliates

 

133,486

 

108,920

Intangible assets, net

 

46,993

 

68,742

Goodwill

 

85,679

 

58,159

Other assets

 

70,784

 

73,600

Assets of Consolidated Funds:

 

 

 

 

Cash and cash equivalents

 

1,368,144

 

1,638,003

Investments, at fair value

 

19,417,334

 

20,823,338

Loans held for investment, net

 

77,308

 

Due from affiliates

 

11,104

 

2,010

Dividends and interest receivable

 

82,202

 

133,158

Receivable for securities sold

 

265,334

 

427,871

Derivative assets, at fair value

 

5,514

 

14,625

Other assets

 

13,593

 

25,528

Total assets

 

$22,015,235

 

$23,705,384

Liabilities

 

 

 

 

Debt obligations

 

$163,912

 

$153,119

Accounts payable, accrued expenses and other liabilities

 

85,289

 

67,486

Deferred tax liabilities, net

 

22,689

 

21,002

Performance fee compensation payable

 

360,230

 

295,978

Equity compensation put option liability

 

20,000

 

Derivative liabilities, at fair value

 

858

 

2,907

Accrued compensation

 

118,461

 

132,917

Due to affiliates

 

16,893

 

32,690

Liabilities of Consolidated Funds:

 

 

 

 

Accounts payable, accrued expenses and other liabilities

 

76,297

 

95,839

Payable for securities purchased

 

1,158,321

 

945,115

Derivative liabilities, at fair value

 

49,009

 

75,115

Due to affiliates

 

2,514

 

2,695

Securities sold short, at fair value

 

 

1,633

Deferred tax liabilities, net

 

23,761

 

35,904

CLO loan obligations

 

12,004,424

 

11,774,157

Fund borrowings

 

829,644

 

2,070,598

Mezzanine debt

 

329,698

 

323,164

Total liabilities

 

15,262,000

 

16,030,319

Commitments and contingencies

 

 

 

 

Redeemable interest in Consolidated Funds

 

1,063,221

 

1,093,770

Redeemable interest in Ares Operating Group entities

 

24,985

 

40,751

Non-controlling interest in Consolidated Funds:

 

 

 

 

Non-controlling interest in Consolidated Funds

 

4,943,859

 

5,691,874

Equity appropriated for Consolidated Funds

 

(49,527)

 

155,261

Non-controlling interest in Consolidated Funds

 

4,894,332

 

5,847,135

Non-controlling interest in Ares Operating Group Entities

 

476,608

 

167,731

Members’ equity and common stock of Predecessor

 

 

525,678

Controlling interest in Ares Management, L.P.:

 

 

 

 

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

 

295,271

 

Accumulated other comprehensive gain (loss)

 

(1,182)

 

Total controlling interest in Ares Management, L.P

 

294,089

 

Total equity

 

5,665,029

 

6,540,544

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

 

$22,015,235

 

$23,705,384

 

12



 

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

($ in thousands, except share data)

 

 

 

 

For the Three Months
Ended September 30,

 

For the Nine Months
Ended September 30,

 

 

2014

 

2013

 

2014

 

2013

 

 

 

 

(Predecessor)

 

 

 

(Predecessor)

Revenues

 

 

 

 

 

 

 

 

Management fees (includes ARCC Part I Fees of $31,156, $85,140 and $32,014, $81,511 for the three and nine months ended September 30, 2014 and 2013, respectively)

 

$127,464

 

$108,851

 

$352,439

 

$269,057

Performance fees

 

41,885

 

20,544

 

69,274

 

48,867

Other fees

 

5,812

 

6,482

 

18,694

 

14,792

Total revenues

 

175,161

 

135,877

 

440,407

 

332,716

Expenses

 

 

 

 

 

 

 

 

Compensation and benefits

 

100,928

 

93,307

 

347,591

 

240,841

Performance fee compensation

 

33,263

 

64,130

 

125,948

 

123,087

General, administrative and other expenses

 

41,737

 

56,492

 

119,972

 

99,138

Consolidated Funds expenses

 

27,409

 

23,108

 

53,058

 

96,831

Total expenses

 

203,337

 

237,037

 

646,569

 

559,897

Other income (expense)

 

 

 

 

 

 

 

 

Interest, dividend and other investment income

 

652

 

2,714

 

7,673

 

5,463

Interest expense

 

(1,565)

 

(2,575)

 

(5,241)

 

(7,365)

Other income (expense), net

 

(1,609)

 

(202)

 

(4,847)

 

(55)

Net realized gain (loss) on investments

 

1,725

 

(529)

 

474

 

232

Net change in unrealized appreciation (depreciation) on investments

 

11,113

 

1,859

 

24,962

 

(996)

Interest, dividend and other investment income of Consolidated Funds

 

189,600

 

331,488

 

738,283

 

945,018

Interest expense of Consolidated Funds

 

(215,524)

 

(103,814)

 

(564,307)

 

(336,786)

Net realized gain (loss) on investments of Consolidated Funds

 

(30,972)

 

22,125

 

71,833

 

88,996

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

 

(2,129)

 

261,081

 

326,611

 

60,823

Total other income (expense)

 

(48,709)

 

512,147

 

595,441

 

755,330

Income (loss) before taxes

 

(76,885)

 

410,987

 

389,279

 

528,149

Income tax expense (benefit)

 

2,399

 

4,790

 

971

 

35,552

Net income (loss)

 

(79,284)

 

406,197

 

388,308

 

492,597

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

 

(96,675)

 

292,925

 

261,597

 

239,661

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

 

(23,694)

 

44,657

 

26,767

 

106,954

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

 

26,923

 

12,895

 

67,556

 

28,011

Less: Net income (loss) attributable to controlling interests in Predecessor

 

 

55,758

 

 

117,149

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

 

191

 

(38)

 

573

 

822

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

 

$13,971

 

$

 

$31,815

 

$

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

 

 

 

 

 

 

 

 

Basic

 

$0.17

 

 

 

$0.40

 

 

Diluted

 

$0.17

 

 

 

$0.39

 

 

Weighted-average common units

 

 

 

 

 

 

 

 

Basic

 

80,667,664

 

 

 

80,171,855

 

 

Diluted

 

81,363,978

 

 

 

80,818,072

 

 

 

13



 

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

 

 

 

As of September 30, 2014

 

 

Consolidated
Company
Entities

 

Consolidated
Funds

 

Eliminations

 

Consolidated

Assets

 

 

 

 

 

 

 

 

Cash and cash equivalents

 

$75,087

 

$—

 

$—

 

$75,087

Restricted cash and cash equivalents

 

18,525

 

 

 

18,525

Investments, at fair value

 

603,358

 

 

(447,790)

 

155,568

Performance fees receivable

 

526,763

 

 

(345,972)

 

180,791

Derivative assets, at fair value

 

7,789

 

 

 

7,789

Due from affiliates

 

152,894

 

 

(19,408)

 

133,486

Intangible assets, net

 

46,993

 

 

 

46,993

Goodwill

 

85,679

 

 

 

85,679

Other assets

 

70,881

 

 

(97)

 

70,784

Assets of Consolidated Funds

 

 

 

 

 

 

 

 

Cash and cash equivalents

 

 

1,368,144

 

 

1,368,144

Investments, at fair value

 

 

19,417,334

 

 

19,417,334

Loans held for investment, net

 

 

77,308

 

 

77,308

Due from affiliates

 

 

12,116

 

(1,012)

 

11,104

Dividends and interest receivable

 

 

82,202

 

 

82,202

Receivable for securities sold

 

 

265,334

 

 

265,334

Derivative assets, at fair value

 

 

5,514

 

 

5,514

Other assets

 

 

13,593

 

 

13,593

Total assets

 

1,587,969

 

21,241,545

 

$(814,279)

 

22,015,235

Liabilities

 

 

 

 

 

 

 

 

Debt obligations

 

$163,912

 

$—

 

$—

 

$163,912

Accounts payable, accrued expenses and other liabilities

 

86,783

 

 

(1,494)

 

85,289

Deferred tax liability, net

 

22,689

 

 

 

22,689

Performance fee compensation payable

 

360,230

 

 

 

360,230

Equity compensation put option liability

 

20,000

 

 

 

20,000

Derivative liabilities, at fair value

 

858

 

 

 

858

Accrued compensation

 

118,461

 

 

 

118,461

Due to affiliates

 

19,358

 

 

(2,465)

 

16,893

Liabilities of Consolidated Funds

 

 

 

 

 

 

 

 

Accounts payable, accrued expenses and other liabilities

 

 

76,550

 

(253)

 

76,297

Payable for securities purchased

 

 

1,158,321

 

 

1,158,321

Derivative liabilities, at fair value

 

 

49,009

 

 

49,009

Due to affiliates

 

 

63,625

 

(61,111)

 

2,514

Deferred tax liability, net

 

 

23,761

 

 

23,761

CLO loan obligations

 

 

12,074,426

 

(70,002)

 

12,004,424

Fund borrowings

 

 

829,644

 

 

829,644

Mezzanine debt

 

 

329,698

 

 

329,698

Total liabilities

 

792,291

 

14,605,034

 

(135,325)

 

15,262,000

Commitments and contingencies

 

 

 

 

 

 

 

 

Redeemable interest in Consolidated Funds

 

 

1,063,221

 

 

1,063,221

Redeemable interest in Ares Operating Group entities

 

24,985

 

 

 

24,985

Non-controlling interest in Consolidated Funds:

 

 

 

 

Non-controlling interest in Consolidated Funds

 

 

5,622,810

 

(678,951)

 

4,943,859

Equity appropriated for Consolidated Funds

 

 

(49,527)

 

 

(49,527)

Non-controlling interest in Consolidated Funds

 

 

5,573,283

 

(678,951)

 

4,894,332

Non-controlling interest in Ares Operating Group Entities

 

476,608

 

 

 

476,608

Controlling interest in Ares Management, L.P.:

 

 

 

 

 

 

 

 

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

 

295,271

 

 

 

295,271

Accumulated other comprehensive gain

 

(1,182)

 

 

 

(1,182)

Total controlling interest in Ares Management, L.P

 

294,089

 

 

 

294,089

Total equity

 

770,697

 

5,573,283

 

(678,951)

 

5,665,029

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

 

$1,587,973

 

$21,241,538

 

$(814,276)

 

$22,015,235

 

14



 

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

 

 

 

 

As of December 31, 2013

 

 

Consolidated
Company
Entities

 

Consolidated
Funds

 

Eliminations

 

Consolidated

Assets

 

 

 

 

 

 

 

 

Cash and cash equivalents

 

$89,802

 

$—

 

$—

 

$89,802

Restricted cash and cash equivalents

 

13,344

 

 

 

13,344

Investments, at fair value

 

504,291

 

 

(414,853)

 

89,438

Performance fees receivable

 

481,751

 

 

(344,069)

 

137,682

Derivative assets, at fair value

 

1,164

 

 

 

1,164

Due from affiliates

 

130,625

 

 

(21,705)

 

108,920

Intangible assets, net

 

68,742

 

 

 

68,742

Goodwill

 

58,159

 

 

 

58,159

Other assets

 

96,904

 

 

(23,304)

 

73,600

Assets of Consolidated Funds

 

 

 

 

 

 

 

 

Cash and cash equivalents

 

 

1,638,003

 

 

1,638,003

Investments, at fair value

 

 

20,823,338

 

 

20,823,338

Due from affiliates

 

 

2,010

 

 

2,010

Dividends and interest receivable

 

 

133,158

 

 

133,158

Receivable for securities sold

 

 

427,871

 

 

427,871

Derivative assets, at fair value

 

 

14,625

 

 

14,625

Other assets

 

 

27,505

 

(1,977)

 

25,528

Total assets

 

$1,444,782

 

$23,066,510

 

$(805,908)

 

$23,705,384

Liabilities

 

 

 

 

 

 

 

 

Debt obligations

 

$153,119

 

$—

 

$—

 

$153,119

Accounts payable, accrued expenses and other liabilities

 

69,550

 

 

(2,064)

 

67,486

Deferred tax liability, net

 

21,002

 

 

 

21,002

Performance fee compensation payable

 

295,978

 

 

 

295,978

Derivative liabilities, at fair value

 

2,907

 

 

 

2,907

Accrued compensation

 

132,917

 

 

 

132,917

Due to affiliates

 

35,149

 

 

(2,459)

 

32,690

Liabilities of Consolidated Funds

 

 

 

 

 

 

 

 

Accounts payable, accrued expenses and other liabilities

 

 

95,839

 

 

95,839

Payable for securities purchased

 

 

945,115

 

 

945,115

Derivative liabilities, at fair value

 

 

75,115

 

 

75,115

Due to affiliates

 

 

92,211

 

(89,516)

 

2,695

Securities sold short, at fair value

 

 

1,633

 

 

1,633

Deferred tax liability, net

 

 

35,904

 

 

35,904

CLO loan obligations

 

 

11,838,396

 

(64,239)

 

11,774,157

Fund borrowings

 

 

2,070,598

 

 

2,070,598

Mezzanine debt

 

 

323,164

 

 

323,164

Total liabilities

 

710,622

 

15,477,975

 

(158,278)

 

16,030,319

Commitments and contingencies

 

 

 

 

 

 

 

 

Redeemable interest in Consolidated Funds

 

 

1,093,770

 

 

1,093,770

Redeemable interest in Ares Operating Group entities

 

40,751

 

 

 

40,751

Non-controlling interest in Consolidated Funds:

 

 

 

 

 

 

 

 

Non-controlling interest in Consolidated Funds

 

 

6,339,504

 

(647,630)

 

5,691,874

Equity appropriated for Consolidated Funds

 

 

155,261

 

 

155,261

Non-controlling interest in Consolidated Funds

 

 

6,494,765

 

(647,630)

 

5,847,135

Non-controlling interest in Ares Operating Group Entities

 

167,731

 

 

 

167,731

Members’ equity and common stock of Predecessor

 

525,678

 

 

 

525,678

Total equity

 

693,409

 

6,494,765

 

(647,630)

 

6,540,544

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

 

$1,444,782

 

$23,066,510

 

$(805,908)

 

$23,705,384

 

15



 

Exhibit D.  Supplemental Financial Information Consolidating Schedules (continued)

($ in thousands)

 

 

 

 

For the Three Months Ended September 30, 2014

 

 

Consolidated
Company
Entities

 

Consolidated
Funds

 

Eliminations

 

Consolidated

Revenues

 

 

 

 

 

 

 

 

Management fees (includes ARCC Part I Fees of $31,156)

 

$153,676

 

$

 

$(26,212)

 

$127,464

Performance fees

 

41,472

 

 

413

 

41,885

Other fees

 

6,568

 

 

(756)

 

5,812

Total revenues

 

201,716

 

 

(26,555)

 

175,161

Expenses

 

 

 

 

 

 

 

 

Compensation and benefits

 

100,928

 

 

 

100,928

Performance fee compensation

 

33,263

 

 

 

33,263

General, administrative and other expense

 

41,737

 

 

 

41,737

Consolidated Fund expenses

 

 

 

53,685

 

(26,276)

 

27,409

Total expenses

 

175,928

 

53,685

 

(26,276)

 

203,337

Other income (expense)

 

 

 

 

 

 

 

 

Interest, dividend and other investment income

 

2,365

 

 

(1,713)

 

652

Interest expense

 

(1,565)

 

 

 

(1,565)

Other income (expense), net

 

(1,609)

 

 

 

(1,609)

Net realized gain (loss) on investments

 

9,560

 

 

(7,835)

 

1,725

Net change in unrealized appreciation (depreciation) on investments

 

10,607

 

 

506

 

11,113

Interest, dividend and other investment income of Consolidated Funds

 

 

191,112

 

(1,512)

 

189,600

Interest expense of Consolidated Funds

 

 

(216,904)

 

1,380

 

(215,524)

Net realized gain (loss) on investments of Consolidated Funds

 

 

(30,972)

 

 

(30,972)

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

 

 

1,342

 

(3,471)

 

(2,129)

Total other income (expense)

 

19,358

 

(55,422)

 

(12,645)

 

(48,709)

Income (loss) before taxes

 

45,146

 

(109,107)

 

(12,924)

 

(76,885)

Income tax expense (benefit)

 

4,061

 

(1,662)

 

 

2,399

Net income (loss)

 

41,085

 

(107,445)

 

(12,924)

 

(79,284)

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

 

 

(79,285)

 

(17,390)

 

(96,675)

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

 

 

(28,160)

 

4,466

 

(23,694)

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

 

26,923

 

 

 

26,923

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

 

191

 

 

 

191

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

 

$13,971

 

$—

 

$—

 

$13,971

 

16



 

Exhibit D.  Supplemental Financial Information Consolidating Schedules (continued)

($ in thousands)

 

 

 

 

For the Three Months Ended September 30, 2013

 

 

Consolidated
Company
Entities

 

Consolidated
Funds

 

Eliminations

 

Consolidated

Revenues

 

 

 

 

 

 

 

 

Management fees (includes ARCC Part I Fees of $32,014)

 

$154,619

 

$—

 

$(45,768)

 

$108,851

Performance fees

 

103,081

 

 

(82,537)

 

20,544

Other fees

 

6,246

 

 

236

 

6,482

Total revenues

 

263,946

 

 

(128,069)

 

135,877

Expenses

 

 

 

 

 

 

 

 

Compensation and benefits

 

93,307

 

 

 

93,307

Performance fee compensation

 

64,130

 

 

 

64,130

General, administrative and other expense

 

56,492

 

 

 

56,492

Consolidated Fund expenses

 

 

85,803

 

(62,695)

 

23,108

Total expenses

 

213,929

 

85,803

 

(62,695)

 

237,037

Other income (expense)

 

 

 

 

 

 

 

 

Interest, dividend and other investment income

 

5,847

 

 

(3,133)

 

2,714

Interest expense

 

(2,575)

 

 

 

 

(2,575)

Other income (expense), net

 

(202)

 

 

 

(202)

Net realized gain (loss) on investments

 

16,120

 

 

(16,649)

 

(529)

Net change in unrealized appreciation (depreciation) on investments

 

6,477

 

 

(4,618)

 

1,859

Interest, dividend and other investment income of Consolidated Funds

 

 

331,657

 

(169)

 

331,488

Interest expense of Consolidated Funds

 

 

(103,569)

 

(245)

 

(103,814)

Net realized gain (loss) on investments of Consolidated Funds

 

 

22,125

 

 

22,125

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

 

 

253,888

 

7,193

 

261,081

Total other income (expense)

 

25,667

 

504,101

 

(17,621)

 

512,147

Income (loss) before taxes

 

75,684

 

418,298

 

(82,995)

 

410,987

Income tax expense (benefit)

 

7,068

 

(2,278)

 

 

4,790

Net income (loss)

 

68,616

 

420,576

 

(82,995)

 

406,197

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

 

 

373,836

 

(80,911)

 

292,925

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

 

 

46,741

 

(2,084)

 

44,657

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

 

12,895

 

 

 

12,895

Less: Net income (loss) attributable to controlling interests in Predecessor

 

55,758

 

 

 

55,758

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

 

(38)

 

 

 

(38)

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

 

$—

 

$—

 

$—

 

$—

 

17



 

Exhibit D.  Supplemental Financial Information Consolidating Schedules (continued)

($ in thousands)

 

 

 

For the Nine Months Ended September 30, 2014

 

 

Consolidated
Company
Entities

 

Consolidated
Funds

 

Eliminations

 

Consolidated

Revenues

 

 

 

 

 

 

 

 

Management fees (includes ARCC Part I Fees of $85,140)

 

$436,940

 

$—

 

$(84,501)

 

$352,439

Performance fees

 

165,777

 

 

(96,503)

 

69,274

Other fees

 

20,009

 

 

(1,315)

 

18,694

Total revenues

 

622,726

 

 

(182,319)

 

440,407

Expenses

 

 

 

 

 

 

 

 

Compensation and benefits

 

347,591

 

 

 

347,591

Performance fee compensation

 

125,948

 

 

 

125,948

General, administrative and other expense

 

119,972

 

 

 

119,972

Consolidated Fund expenses

 

 

144,014

 

(90,956)

 

53,058

Total expenses

 

593,511

 

144,014

 

(90,956)

 

646,569

Other income (expense)

 

 

 

 

 

 

 

 

Interest, dividend and other investment income

 

13,771

 

 

(6,098)

 

7,673

Interest expense

 

(5,241)

 

 

 

(5,241)

Other income (expense), net

 

(4,847)

 

 

 

(4,847)

Net realized gain (loss) on investments

 

37,039

 

 

(36,565)

 

474

Net change in unrealized appreciation (depreciation) on investments

 

33,469

 

 

(8,507)

 

24,962

Interest, dividend and other investment income of Consolidated Funds

 

 

740,052

 

(1,769)

 

738,283

Interest expense of Consolidated Funds

 

 

(568,407)

 

4,100

 

(564,307)

Net realized gain (loss) on investments of Consolidated Funds

 

 

71,833

 

 

71,833

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

 

 

329,012

 

(2,401)

 

326,611

Total other income (expense)

 

74,191

 

572,490

 

(51,240)

 

595,441

Income (loss) before taxes

 

103,406

 

428,476

 

(142,603)

 

389,279

Income tax expense (benefit)

 

3,463

 

(2,492)

 

 

971

Net income (loss)

 

99,943

 

430,968

 

(142,603)

 

388,308

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

 

 

402,901

 

(141,304)

 

261,597

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

 

 

28,066

 

(1,299)

 

26,767

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

 

67,556

 

 

 

67,556

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

 

573

 

 

 

573

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

 

$31,815

 

$

 

$

 

$31,815

 

18



 

Exhibit D.  Supplemental Financial Information Consolidating Schedules (continued)

($ in thousands)

 

 

 

For the Nine Months Ended September 30, 2013

 

 

Consolidated
Company
Entities

 

Consolidated
Funds

 

Eliminations

 

Consolidated

Revenues

 

 

 

 

 

 

 

 

Management fees (includes ARCC Part I Fees of $81,511

 

$376,469

 

$—

 

$(107,412)

 

$269,057

Performance fees

 

191,165

 

 

(142,298)

 

48,867

Other fees

 

15,228

 

 

(436)

 

14,792

Total revenues

 

582,862

 

 

(250,146)

 

332,716

Expenses

 

 

 

 

 

 

 

 

Compensation and benefits

 

240,841

 

 

 

240,841

Performance fee compensation

 

123,087

 

 

 

123,087

General, administrative and other expense

 

99,138

 

 

 

99,138

Consolidated Fund expenses

 

 

 

242,461

 

(145,630)

 

96,831

Total expenses

 

463,066

 

242,461

 

(145,630)

 

559,897

Other income (expense)

 

 

 

 

 

 

 

 

Interest, dividend and other investment income

 

12,614

 

 

(7,151)

 

5,463

Interest expense

 

(7,365)

 

 

 

(7,365)

Other income (expense), net

 

(55)

 

 

 

(55)

Net realized gain (loss) on investments

 

55,011

 

 

(54,779)

 

232

Net change in unrealized appreciation (depreciation) on investments

 

(17,243)

 

 

16,247

 

(996)

Interest, dividend and other investment income of Consolidated Funds

 

 

945,560

 

(542)

 

945,018

Interest expense of Consolidated Funds

 

 

(343,736)

 

6,950

 

(336,786)

Net realized gain (loss) on investments of Consolidated Funds

 

 

88,996

 

 

88,996

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

 

 

55,461

 

5,362

 

60,823

Total other income (expense)

 

42,962

 

746,281

 

(33,913)

 

755,330

Income (loss) before taxes

 

162,758

 

503,820

 

(138,429)

 

528,149

Income tax expense (benefit)

 

16,776

 

18,776

 

 

35,552

Net income (loss)

 

145,982

 

485,044

 

(138,429)

 

492,597

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

 

 

375,900

 

(136,239)

 

239,661

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

 

 

109,144

 

(2,190)

 

106,954

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

 

28,011

 

 

 

28,011

Less: Net income (loss) attributable to controlling interests in Predecessor

 

117,149

 

 

 

117,149

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

 

822

 

 

 

822

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

 

$—

 

$—

 

$—

 

$—

 

19



 

Exhibit E.  Reconciliation from Segments to GAAP Financials

($ in thousands)

 

 

 

For the Three
Months Ended
September 30, 2014

 

For the Three
Months Ended
September 30, 2013

 

For the Nine
Months Ended
September 30, 2014

 

For the Nine
Months Ended
September 30, 2013

Economic Net Income and Fee Related Earnings

 

 

 

 

 

 

 

 

Income (loss) before taxes

 

$(76,885)

 

$410,987

 

$389,279

 

$528,149

Adjustments

 

 

 

 

 

 

 

 

Amortization of intangibles

 

6,143

 

23,515

 

21,692

 

28,113

Depreciation expense

 

1,844

 

1,622

 

5,651

 

4,569

Equity compensation expenses

 

7,521

 

8,705

 

75,088

 

21,377

Income tax expense

 

 

120

 

 

461

Acquisition related expenses

 

4,871

 

6,019

 

7,584

 

8,836

Placement fees and underwriting costs

 

3,267

 

1,027

 

7,825

 

2,600

Operating Management Group expenses, net

 

35,794

 

29,751

 

105,866

 

74,129

Loss on fixed asset disposal

 

2,937

 

 

2,937

 

Non-cash other expense

 

324

 

 

324

 

Income of non-controlling interests in Consolidated Funds

 

120,369

 

(337,582)

 

(288,364)

 

(346,615)

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

 

1,662

 

2,278

 

2,492

 

(18,776)

Total consolidation adjustments and reconciling items

 

184,734

 

(264,539)

 

(58,907)

 

(225,302)

Economic net income

 

$107,849

 

$146,448

 

$330,372

 

$302,847

Total performance fees income—realized

 

(37,473)

 

(39,492)

 

(89,707)

 

(119,943)

Total performance fees income—unrealized

 

(5,205)

 

(66,374)

 

(87,007)

 

(74,006)

Total performance fee compensation—realized

 

11,041

 

16,037

 

46,723

 

66,366

Total performance fee compensation—unrealized

 

22,222

 

48,093

 

79,225

 

56,721

Net investment income

 

(21,417)

 

(22,887)

 

(66,515)

 

(40,181)

Fee related earnings

 

$77,017

 

$81,827

 

$213,087

 

$191,805

Management fees

 

$153,676

 

$154,619

 

$436,940

 

$376,469

Administrative fees and other income

 

1,307

 

1,859

 

4,679

 

2,365

Compensation and benefits

 

(66,358)

 

(61,064)

 

(191,836)

 

(155,739)

General, administrative and other expenses

 

(11,608)

 

(13,587)

 

(36,696)

 

(31,290)

Fee related earnings

 

$77,017

 

$81,827

 

$213,087

 

$191,805

 

Distributable Earnings

 

 

 

 

 

 

 

 

Income before taxes

 

$(76,885)

 

$410,987

 

$389,279

 

$528,149

Adjustments

 

 

 

 

 

 

 

 

Amortization of intangibles

 

6,143

 

23,515

 

21,692

 

28,113

Equity compensation expenses

 

7,521

 

8,705

 

75,088

 

21,377

Operating Management distributable loss(1)

 

37,067

 

30,113

 

110,419

 

75,206

Non-cash acquisition-related expenses

 

 

750

 

 

2,250

Taxes paid(2)

 

(625)

 

 

(1,180)

 

Non-cash other expense

 

324

 

 

324

 

Income (loss) of non-controlling interests in Consolidated Funds

 

120,369

 

(337,582)

 

(288,364)

 

(346,615)

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

 

1,662

 

2,278

 

2,492

 

(18,776)

Unrealized performance fees

 

(5,205)

 

(66,374)

 

(87,007)

 

(74,006)

Unrealized performance fee compensation

 

22,222

 

48,093

 

79,225

 

56,721

Unrealized investment and other loss

 

(10,204)

 

(3,693)

 

(23,331)

 

20,026

Distributable Earnings

 

$102,391

 

$116,798

 

278,637

 

$292,450

Fee related earnings

 

$77,017

 

$81,827

 

$213,087

 

$191,805

Performance fees—realized

 

37,473

 

39,492

 

89,707

 

119,943

Performance fee compensation—realized

 

(11,041)

 

(16,037)

 

(46,723)

 

(66,366)

Investment and other income realized, net

 

11,215

 

19,194

 

43,184

 

60,207

Performance related earnings—realized

 

37,647

 

42,647

 

86,168

 

113,784

Less:

 

 

 

 

 

 

 

 

One-time acquisition costs(3)

 

(4,871)

 

(5,269)

 

(5,507)

 

(6,586)

Income tax expense(4)

 

(228)

 

(120)

 

(572)

 

(461)

Placement fees and underwriting costs

 

(3,267)

 

(1,027)

 

(7,825)

 

(2,600)

Non-cash depreciation and amortization(5)

 

(3,904)

 

(1,260)

 

(6,715)

 

(3,492)

Distributable earnings

 

$102,391

 

$116,798

 

$278,637

 

$292,450

 


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

(2)                                  Represents current tax expense of subsidiary operating entities.

(3)                                  One-time acquisition costs are reduced by the amounts attributable to OMG, equal to $2,077 for the nine months ended September 30, 2014.

(4)                                  Represents current tax expense of subsidiary operating entities. Taxes attributable to OMG equal to $399 and $608 for the three and nine months ended September 30, 2014, respectively.

(5)                                  Depreciation and amortization includes loss on disposal of assets, and is reduced by the amounts attributed to OMG equal to $874 and $362 for the three months ended September 30, 2014 and 2013, respectively and $1,872 and $1,077 for the nine month ended September 30, 2014 and 2013, respectively.

 

20



 

Exhibit F.  Units Outstanding As of September 30, 2014

 

 

 

Units Outstanding

 

Adjusted Common
Units Outstanding

Ares Management, L.P. Common Units Outstanding

 

80,667,664

 

80,667,664

Ares Operating Group Units exchangeable into Common Units

 

130,921,766

 

-

Dilutive Effect of Unvested Restricted Common Units(1)

 

696,314

 

265,435(2)

Dilutive Effect of Unvested Options

 

-

 

-

Total

 

212,285,744

 

80,933,099

 

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

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

 

Exhibit G.  Per Unit Calculations For the Three Months Ended September 30, 2014

($ in thousands, except per unit data)

 

After Tax Economic Net Income per Unit

 

 

Economic Net Income Before Taxes

 

$72,055

Less: Entity Level Foreign, State and Local Taxes

 

626

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

 

$71,429

x Tax Rate

 

5.69%

Less: Provision for Income Taxes (1)

 

4,061

After Tax Economic Net Income

 

$67,368

After Tax Economic Net Income per Unit Outstanding

 

$0.32

 

 

 

After Tax Economic Net Income per Common Unit

 

 

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

 

$71,429

x Common Ownership Percentage

 

38.12%

Economic Net Income Attributable to Common Unitholders

 

$27,229

x Tax Rate

 

14.91%

Less: Provision for Income Taxes (1)

 

4,061

After Tax Economic Net Income Attributable to Common Unitholders

 

$23,168

After Tax Economic Net Income per Adjusted Common Unit

 

$0.29

 

 

 

Distributable Earnings per Unit

 

 

Distributable Earnings

 

$65,950

Less: Entity Level Foreign, State and Local Tax

 

626

Distributable Earnings After Entity Level Foreign, State and Local Tax

 

$65,324

x Common Ownership Percentage

 

38.12%

Distributable Earnings Attributable to Common Unitholders

 

$24,902

Less: Current Provision for Income Taxes(2)

 

3,788

Distributable Earnings After Tax Attributable to Common Unitholders

 

$21,113

Distributable Earnings per Common Unit Outstanding

 

$0.26

Actual Distribution per Common Unit Outstanding

 

$0.24

 

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

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

 

21



 

Exhibit H. Glossary of Terms

 

ARCC Part I Fees

 

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

 

Ares Operating Group Units

 

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

 

Assets Under Management

 

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

 

Consolidated Funds

 

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

 

Economic Net Income

 

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

 

Distributable Earnings

 

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

 

Fee Earning Assets Under Management

 

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

 

 

22



 

Fee Related Earnings

 

Fee related earnings (or “FRE”) is a component of ENI and is used to assess the ability of our business to cover direct base compensation and operating expenses from management fees. FRE differs from income before taxes computed in accordance with GAAP as it adjusts for the items included in the calculation of ENI and excludes performance fees, performance fee compensation, investment income from our Consolidated Funds and certain other items.

 

Incentive Generating Assets Under Management

 

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

 

Incentive Eligible Assets Under Management

 

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

 

Operations Management Group

 

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

 

Our Funds

 

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

 

Performance Related Earnings

 

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

 

Permanent Capital

 

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

 

Total Fee Revenue

 

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

 

 

23