UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): August 13, 2015
Ares Management, L.P.
(Exact name of registrant as specified in its charter)
Delaware |
|
001-36429 |
|
80-0962035 |
2000 Avenue of the Stars, 12th Floor |
|
90067 |
(Address of principal executive offices) |
|
(Zip Code) |
(310) 201-4100
(Registrants telephone number, including area code)
NOT APPLICABLE
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 7.01 Regulation FD Disclosure.
As previously announced, on July 23, 2015, Ares Holdings L.P., a Delaware limited partnership (Ares Holdings), and Ares Investments L.P., a Delaware limited partnership (Ares Investments and, together with Ares Holdings, the Buyers), subsidiaries of Ares Management, L.P. (the Registrant, Ares, we, us, and our), entered into a Business Combination and Merger Agreement (the Merger Agreement) with Kayne Anderson Capital Advisors, L.P., a California limited partnership (together with its subsidiaries, KACALP), KA Fund Advisors, LLC, a Delaware limited liability company (KAFA and, together with KACALP, Kayne Anderson or the KA Parties), Kayne Anderson Investment Management Inc., a Nevada corporation, each other signatory to the Merger Agreement and David Shladovsky, as representative of the KA Owners (as defined in the Merger Agreement) (such transactions contemplated by the Merger Agreement, the Transactions).
On August 13, 2015, the Registrant issued a press release announcing that its indirect subsidiary, Ares Finance Co. II LLC, intends to offer senior notes (the notes), subject to market and other conditions (such offering, the Notes Offering). The notes will be fully and unconditionally guaranteed on a joint and several basis by Ares Holdings, Ares Domestic Holdings L.P., a Delaware limited partnership, Ares Offshore Holdings L.P., a Cayman Islands exempted limited partnership, Ares Investments, Ares Real Estate Holdings L.P., a Delaware limited partnership, Ares Management LLC, a Delaware limited liability company, Ares Investments Holdings LLC, a Delaware limited liability company, and Ares Finance Co. LLC, a Delaware limited liability company. The Registrant intends to use the net proceeds from the Notes Offering to, directly or indirectly, partially fund the Transactions. This may include temporary repayments of borrowings under the Registrants credit facility or other indebtedness incurred as part of the overall series of transactions relating to the Transactions. Pending such use, Ares will hold such proceeds in cash or cash equivalents. If the Transactions do not close on or before June 30, 2016 or if the Merger Agreement is terminated prior to such date, Ares Finance Co. II LLC will be required to redeem all of the notes at a redemption price equal to 101% of the principal amount of the notes plus accrued and unpaid interest, if any, to, but excluding, the date of redemption. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated by reference herein.
In connection with the Notes Offering, the Registrant is disclosing certain information regarding the Notes Offering to prospective investors in a confidential preliminary offering memorandum dated August 13, 2015 (the Preliminary Offering Memorandum). The Registrant is including in this Current Report on Form 8-K certain excerpts from the Preliminary Offering Memorandum, which are attached hereto as Exhibits 99.2, 99.3, 99.4 and 99.5, respectively, including (i) the audited consolidated statements of financial condition of KACALP as of December 31, 2014 and December 31, 2013 and the consolidated statements of operations, consolidated statements of changes in partners capital and redeemable non-controlling interests and consolidated statements of cash flows for each of the years ended December 31, 2014 and December 31, 2013, the notes related thereto and the Independent Auditors Report, issued by PricewaterhouseCoopers LLP, dated as of July 23, 2015, (ii) the unaudited interim consolidated statement of financial condition of KACALP as of March 31, 2015 and the consolidated statement of operations, consolidated statement of changes in partners capital and redeemable non-controlling interests and consolidated statement of cash flows for the three months ended March 31, 2015 and the notes related thereto, (iii) certain summary financial information and other data with respect to KACALP and (iv) certain risk factors and other information related to the Transactions and the Notes Offering.
The information disclosed under this Item 7.01, including Exhibits 99.1, 99.2, 99.3 and 99.4 hereto, is being furnished and shall not be deemed filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the Exchange Act), and shall not be deemed incorporated by reference into any filing made under the Securities Act of 1933, as amended (the Securities Act), except as expressly set forth by specific reference in such filing. The information contained in Exhibit 99.5 hereto shall be deemed filed for purposes of Section 18 of the Exchange Act and may be incorporated by reference into any filing made under the Securities Act.
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 the future performance or financial condition of the Registrant, KACALP or the combined company following the Transactions. 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 the Registrants filings with the Securities and Exchange Commission. Ares Management, L.P. undertakes no duty to update any forward-looking statements made herein.
In addition to factors previously disclosed in the Registrants filings with the Securities and Exchange Commission, the following factors, among others, could cause actual results to differ materially from forward-looking statements or historical performance: the possibility that regulatory and other approvals and conditions to the Transactions are not received or satisfied on a timely basis or at all, or contain unanticipated terms and conditions; the possibility that modifications to the terms of the Transactions may be required in order to obtain or satisfy such approvals or conditions; delays in closing the Transactions; difficulties, delays or unanticipated costs in integrating the merging organizations businesses or realizing expected cost savings and other benefits; business disruptions as a result of the integration of the merging organizations, including possible loss of customers; diversion of management time to address issues related to the Transactions; changes in economic conditions; the timing and success of new business initiatives; competitive conditions; and regulatory conditions.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits:
Exhibit Number |
|
Description |
|
|
|
99.1 |
|
Press Release, dated August 13, 2015 |
|
|
|
99.2 |
|
The audited consolidated statements of financial condition of KACALP as of December 31, 2014 and December 31, 2013 and the consolidated statements of operations, consolidated statements of changes in partners capital and redeemable non-controlling interests and consolidated statements of cash flows for each of the years ended December 31, 2014 and December 31, 2013, the notes related thereto and the Independent Auditors Report, issued by PricewaterhouseCoopers LLP, dated as of July 23, 2015 |
|
|
|
99.3 |
|
The unaudited interim consolidated statement of financial condition of KACALP as of March 31, 2015 and the consolidated statement of operations, consolidated statement of changes in partners capital and redeemable non-controlling interests and consolidated statement of cash flows for the three months ended March 31, 2015 and the notes related thereto |
|
|
|
99.4 |
|
Certain summary financial information and other data with respect to KACALP |
|
|
|
99.5 |
|
Certain risk factors and other information related to the Transactions and the Notes Offering |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
|
|
ARES MANAGEMENT, L.P. |
|
|
By: Ares Management GP LLC, its general partner |
Date: August 13, 2015 |
|
|
|
|
|
|
By: |
/s/ Michael D. Weiner |
|
Name: |
Michael D. Weiner |
|
Title: |
Executive Vice President, Chief Legal Officer & |
Exhibit Index
Exhibit Number |
|
Description |
|
|
|
99.1 |
|
Press Release, dated August 13, 2015 |
|
|
|
99.2 |
|
The audited consolidated statements of financial condition of KACALP as of December 31, 2014 and December 31, 2013 and the consolidated statements of operations, consolidated statements of changes in partners capital and redeemable non-controlling interests and consolidated statements of cash flows for each of the years ended December 31, 2014 and December 31, 2013, the notes related thereto and the Independent Auditors Report, issued by PricewaterhouseCoopers LLP, dated as of July 23, 2015 |
|
|
|
99.3 |
|
The unaudited interim consolidated statement of financial condition of KACALP as of March 31, 2015 and the consolidated statement of operations, consolidated statement of changes in partners capital and redeemable non-controlling interests and consolidated statement of cash flows for the three months ended March 31, 2015 and the notes related thereto |
|
|
|
99.4 |
|
Certain summary financial information and other data with respect to KACALP |
|
|
|
99.5 |
|
Certain risk factors and other information related to the Transactions and the Notes Offering |
Exhibit 99.1
ARES MANAGEMENT, L.P. ANNOUNCES
PROPOSED SENIOR NOTES OFFERING
LOS ANGELES August 13, 2015 Ares Management, L.P. (NYSE:ARES) today announced its indirect subsidiary, Ares Finance Co. II LLC, intends to offer senior notes (the notes), subject to market and other conditions. The aggregate principal amount of the notes is expected to be approximately $300 million. The notes will be fully and unconditionally guaranteed on a joint and several basis by each of Ares Management, L.P.s subsidiaries in the Ares Operating Group, Ares Management LLC, Ares Investments Holdings LLC and Ares Finance Co. LLC. The notes will not be guaranteed by Ares Management, L.P. or its direct subsidiaries.
As previously announced, on July 23, 2015, Ares and Kayne Anderson Capital Advisors, L.P. entered into a definitive merger agreement (the Merger Agreement), with the combined company to be renamed Ares Kayne Management, L.P. (the Transactions). The Transactions are expected to close on or about January 1, 2016, subject to customary regulatory approvals, Kayne Anderson investor consents and other closing conditions. Ares intends to use the net proceeds from the sale of the notes to, directly or indirectly, partially fund the Transactions. This may include temporary repayments of borrowings under Ares credit facility or other indebtedness incurred as part of the overall series of transactions relating to the Transactions. Pending such use, Ares will hold such proceeds in cash or cash equivalents. If the Transactions do not close on or before June 30, 2016, or if the Merger Agreement is terminated prior to such date, Ares will be required to redeem all of the notes at a redemption price equal to 101% of the principal amount of the notes plus accrued and unpaid interest, if any, to, but excluding, the date of redemption.
The notes will be offered and sold to qualified institutional buyers in the United States pursuant to Rule 144A and outside the United States pursuant to Regulation S under the Securities Act of 1933, as amended (the Securities Act).
The notes have not been and will not be registered under the Securities Act or any state securities laws and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act and applicable state laws.
This news release shall not constitute an offer to sell or a solicitation of an offer to purchase the notes or any other securities and shall not constitute an offer, solicitation or sale in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful.
Contact
Ares Management, L.P.
Carl Drake
(800) 340-6597
Exhibit 99.2
To Management of Kayne Anderson Capital Advisors, L.P.
We have audited the accompanying consolidated financial statements of Kayne Anderson Capital Advisors, L.P. and its subsidiaries, which comprise the consolidated statement of financial condition as of December 31, 2014 and December 31, 2013, and the related consolidated statements of operations, of changes in partners capital and redeemable non-controlling interests, and of cash flows for the years then ended.
Managements Responsibility for the Consolidated Financial Statements
Management is responsible for the preparation and fair presentation of the consolidated financial statements in accordance with accounting principles generally accepted in the United States of America; this includes the design, implementation, and maintenance of internal control relevant to the preparation and fair presentation of consolidated financial statements that are free from material misstatement, whether due to fraud or error.
Auditors Responsibility
Our responsibility is to express an opinion on the consolidated financial statements based on our audits. We conducted our audits in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free from material misstatement.
An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the consolidated financial statements. The procedures selected depend on our judgment, including the assessment of the risks of material misstatement of the consolidated financial statements, whether due to fraud or error. In making those risk assessments, we consider internal control relevant to the Partnerships preparation and fair presentation of the consolidated financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Partnerships internal control. Accordingly, we express no such opinion. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.
Opinion
In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Kayne Anderson Capital Advisors, L.P. and its subsidiaries at December 31, 2014 and December 31, 2013, and the results of their operations and their cash flows for the years then ended in accordance with accounting principles generally accepted in the United States of America.
/s/ PricewaterhouseCoopers LLP
July 23, 2015
KAYNE ANDERSON CAPITAL ADVISORS, L.P. AND SUBSIDIARIES
Consolidated Statements of Financial Condition
|
|
As of December 31, |
| ||||
|
|
2014 |
|
2013 |
| ||
|
|
(In thousands) |
| ||||
Assets |
|
|
|
|
| ||
Cash |
|
$ |
25,266 |
|
$ |
13,128 |
|
Investments in securities, at fair value |
|
793 |
|
661 |
| ||
Investments in limited partnerships and limited liability companies |
|
122,198 |
|
85,316 |
| ||
Management and performance allocation receivable |
|
252,319 |
|
395,449 |
| ||
Due from related parties |
|
12,691 |
|
10,913 |
| ||
Other assets |
|
28,876 |
|
21,047 |
| ||
Property, equipment and leasehold improvements, net of accumulated depreciation and amortization |
|
38,497 |
|
38,220 |
| ||
Assets of Consolidated Funds: |
|
|
|
|
| ||
Investments, at fair value |
|
2,721,088 |
|
2,655,182 |
| ||
Cash and cash equivalents |
|
24,653 |
|
12,201 |
| ||
Due from brokers |
|
12,772 |
|
8,366 |
| ||
Derivative assets, at fair value |
|
590 |
|
116 |
| ||
Due from related parties |
|
1,239 |
|
1,277 |
| ||
Dividends and interest receivable |
|
281 |
|
20,763 |
| ||
Other assets |
|
748 |
|
684 |
| ||
Total assets |
|
$ |
3,242,011 |
|
$ |
3,263,323 |
|
Liabilities, redeemable non-controlling interests and partners capital |
|
|
|
|
| ||
Liabilities |
|
|
|
|
| ||
Accounts payable, accrued expenses and other liabilities |
|
$ |
55,276 |
|
$ |
41,799 |
|
Due to related parties |
|
440 |
|
2,347 |
| ||
Revolving line of credit |
|
89,083 |
|
59,135 |
| ||
Compensation payable |
|
129,669 |
|
298,800 |
| ||
Performance allocation payable |
|
12,872 |
|
|
| ||
Liabilities of Consolidated Funds: |
|
|
|
|
| ||
Accounts payable, accrued expenses and other liabilities |
|
604 |
|
1,187 |
| ||
Due to brokers |
|
2,108 |
|
1,108 |
| ||
Due to related parties |
|
550 |
|
2,283 |
| ||
Securities sold short, at fair value |
|
12,741 |
|
8,365 |
| ||
Derivative liabilities, at fair value |
|
19 |
|
|
| ||
Loan payable |
|
663 |
|
938 |
| ||
Total liabilities |
|
304,025 |
|
415,962 |
| ||
Redeemable non-controlling interests in Consolidated Funds |
|
33,076 |
|
619 |
| ||
Partners capital |
|
|
|
|
| ||
Partners capital |
|
213,147 |
|
267,606 |
| ||
Non-controlling interests in subsidiaries |
|
21,581 |
|
38,444 |
| ||
Non-controlling interests in Consolidated Funds |
|
2,670,182 |
|
2,540,692 |
| ||
Total partners capital |
|
2,904,910 |
|
2,846,742 |
| ||
Total liabilities, redeemable non-controlling interests and partners capital |
|
$ |
3,242,011 |
|
$ |
3,263,323 |
|
The accompanying notes are an integral part of these consolidated financial statements.
KAYNE ANDERSON CAPITAL ADVISORS, L.P. AND SUBSIDIARIES
Consolidated Statements of Operations
|
|
Year Ended December 31, |
| ||||
|
|
2014 |
|
2013 |
| ||
|
|
(In thousands) |
| ||||
Revenues |
|
|
|
|
| ||
Management fees |
|
$ |
295,583 |
|
$ |
237,972 |
|
Performance allocations |
|
14,203 |
|
247,083 |
| ||
Total revenues |
|
309,786 |
|
485,055 |
| ||
Expenses |
|
|
|
|
| ||
Compensation and benefits |
|
179,101 |
|
319,734 |
| ||
Equity-based compensation expense(1) |
|
429,152 |
|
|
| ||
General, administration, and other expenses |
|
32,208 |
|
26,811 |
| ||
Expenses of Consolidated Funds |
|
1,922 |
|
2,716 |
| ||
Total expenses |
|
642,383 |
|
349,261 |
| ||
Other income (expense) |
|
|
|
|
| ||
Interest expense |
|
(1,985 |
) |
(2,010 |
) | ||
Other income (expense) |
|
6,881 |
|
(511 |
) | ||
Investment income |
|
3,247 |
|
30,697 |
| ||
Interest and other income of Consolidated Funds |
|
77,082 |
|
127,626 |
| ||
Net realized gain on investments of Consolidated Funds |
|
50,674 |
|
363,857 |
| ||
Net change in unrealized appreciation on investments of Consolidated Funds |
|
111,502 |
|
1,254,406 |
| ||
Total other income (expense) |
|
247,401 |
|
1,774,065 |
| ||
Net income (loss) |
|
$ |
(85,196 |
) |
$ |
1,909,859 |
|
Allocation of net income (loss) |
|
|
|
|
| ||
Redeemable non-controlling interests in Consolidated Funds |
|
1,125 |
|
19 |
| ||
Net income (loss) attributable to KACALP |
|
(339,350 |
) |
234,546 |
| ||
Non-controlling interests in subsidiaries |
|
49,482 |
|
7,369 |
| ||
Non-controlling interests in Consolidated Funds |
|
203,547 |
|
1,667,925 |
| ||
|
|
$ |
(85,196 |
) |
$ |
1,909,859 |
|
(1) See accompanying Note 11.
The accompanying notes are an integral part of these consolidated financial statements.
KAYNE ANDERSON CAPITAL ADVISORS, L.P. AND SUBSIDIARIES
Consolidated Statements of Changes in Partners Capital and Redeemable Non-Controlling Interests
|
|
Year Ended December 31, |
| |||||||||||||
|
|
Partners |
|
Non-controlling |
|
Non-controlling |
|
Total |
|
Non-controlling |
| |||||
|
|
(In thousands) |
| |||||||||||||
December 31, 2012 |
|
$ |
122,661 |
|
$ |
36,546 |
|
$ |
1,312,867 |
|
$ |
1,472,074 |
|
$ |
33,902 |
|
Deconsolidated funds |
|
|
|
|
|
|
|
|
|
(33,902 |
) | |||||
Capital contributions |
|
13,840 |
|
|
|
95,182 |
|
109,022 |
|
600 |
| |||||
Capital distributions |
|
(103,441 |
) |
(5,471 |
) |
(536,887 |
) |
(645,799 |
) |
|
| |||||
Sale of interests to limited partners |
|
|
|
|
|
1,605 |
|
1,605 |
|
|
| |||||
Allocation of consolidated net income / (loss) |
|
234,546 |
|
7,369 |
|
1,667,925 |
|
1,909,840 |
|
19 |
| |||||
December 31, 2013 |
|
$ |
267,606 |
|
$ |
38,444 |
|
$ |
2,540,692 |
|
$ |
2,846,742 |
|
$ |
619 |
|
Deconsolidated funds |
|
|
|
|
|
(92,765 |
) |
(92,765 |
) |
|
| |||||
Capital contributions |
|
277 |
|
|
|
58,040 |
|
58,317 |
|
31,436 |
| |||||
Equity-based compensation charges(1) |
|
522,239 |
|
(9,199 |
) |
|
|
513,040 |
|
|
| |||||
Capital distributions |
|
(133,679 |
) |
(57,146 |
) |
(120,966 |
) |
(311,791 |
) |
(110 |
) | |||||
Distribution-in-kind(2) |
|
|
|
|
|
(48,122 |
) |
(48,122 |
) |
|
| |||||
Transfers(3) |
|
(103,946 |
) |
|
|
129,756 |
|
25,810 |
|
6 |
| |||||
Allocation of consolidated net income / (loss) |
|
(339,350 |
) |
49,482 |
|
203,547 |
|
(86,321 |
) |
1,125 |
| |||||
December 31, 2014 |
|
$ |
213,147 |
|
$ |
21,581 |
|
$ |
2,670,182 |
|
$ |
2,904,910 |
|
$ |
33,076 |
|
(1) As a result of the equity awards described in Note 11, equity-based compensation charges include an allocation of $474.3 million from non-controlling interest in subsidiaries to partners capital in KACALP resulting from the application of liquidation preferences in KA Fund Advisors, LLC.
(2) Included in distribution-in-kind out of the non-controlling interests in Consolidated Funds were $48.1 million of KAFU Holdings, LP interests.
(3) Included in transfer into the non-controlling interests of Consolidated Funds were $25.9 million of KAFU Holdings, LP interests that were granted to employees based on their pro-rata share of the KACALP Class D units.
The accompanying notes are an integral part of these consolidated financial statements.
KAYNE ANDERSON CAPITAL ADVISORS, L.P. AND SUBSIDIARIES
Consolidated Statement of Cash Flows
|
|
Year Ended December 31, |
| ||||
|
|
2014 |
|
2013 |
| ||
|
|
(In thousands) |
| ||||
Cash flows from operating activities |
|
|
|
|
| ||
Net income (loss) |
|
$ |
(85,196 |
) |
$ |
1,909,859 |
|
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities: |
|
|
|
|
| ||
Depreciation and amortization |
|
4,263 |
|
3,692 |
| ||
Loss of disposal on property, equipment, and leasehold improvements |
|
374 |
|
2,854 |
| ||
Net (gain) loss on investments |
|
(2,915 |
) |
(26,556 |
) | ||
Net change in unrealized on investments |
|
|
|
(62 |
) | ||
Proceeds from sale of investments |
|
|
|
1,230 |
| ||
Net change in unrealized performance allocations |
|
40,689 |
|
(63,737 |
) | ||
Equity-based compensation expense |
|
513,040 |
|
|
| ||
Non-cash compensation expense |
|
25,987 |
|
|
| ||
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities of the Consolidated Funds: |
|
|
|
|
| ||
Purchases of investment securities |
|
(102,688 |
) |
(117,527 |
) | ||
Proceeds from sale of investment securities |
|
88,094 |
|
294,614 |
| ||
Gain on distribution of investment in-kind, at fair value |
|
(47,869 |
) |
(162,910 |
) | ||
Realized (gain) loss on investments |
|
(3,131 |
) |
(200,178 |
) | ||
Unrealized (gain) loss on investments |
|
(114,611 |
) |
(1,255,037 |
) | ||
Distributions from investment in private operating company |
|
|
|
267 |
| ||
Changes in operating assets and liabilities: |
|
|
|
|
| ||
Management and performance allocation receivable |
|
102,139 |
|
(137,433 |
) | ||
Due from related parties |
|
(1,610 |
) |
167 |
| ||
Other assets |
|
(6,408 |
) |
(11,651 |
) | ||
Accounts payable, accrued expenses and other liabilities |
|
13,477 |
|
27,781 |
| ||
Due to related parties |
|
(1,907 |
) |
2,291 |
| ||
Compensation payable |
|
(169,130 |
) |
114,903 |
| ||
Performance allocation payable |
|
12,872 |
|
|
| ||
Changes in operating assets and liabilities of the Consolidated Funds: |
|
|
|
|
| ||
Change in consolidated cash and cash equivalents |
|
(15,510 |
) |
(4,649 |
) | ||
Due from brokers |
|
(4,407 |
) |
(8,366 |
) | ||
Due from related parties |
|
(184 |
) |
(1,124 |
) | ||
Dividends and interest receivable |
|
20,247 |
|
(4,971 |
) | ||
Other assets |
|
(63 |
) |
878 |
| ||
Accounts payable, accrued expenses and other liabilities |
|
105 |
|
902 |
| ||
Due to brokers |
|
1,000 |
|
1,108 |
| ||
Due to related parties |
|
(509 |
) |
(4,058 |
) | ||
Net cash provided by (used in) operating activities |
|
266,149 |
|
362,287 |
| ||
Cash flows from investing activities |
|
|
|
|
| ||
Purchase of property, equipment and leasehold improvements |
|
(4,913 |
) |
(32,911 |
) | ||
Sale of property and equipment |
|
|
|
6,734 |
| ||
Contributions to limited partnerships and limited liability companies |
|
(56,654 |
) |
(33,447 |
) | ||
Distributions from limited partnerships and limited liability companies |
|
32,080 |
|
83,983 |
| ||
Net cash provided by (used in) investing activities |
|
(29,487 |
) |
24,359 |
| ||
The accompanying notes are an integral part of these consolidated financial statements.
KAYNE ANDERSON CAPITAL ADVISORS, L.P. AND SUBSIDIARIES
Consolidated Statement of Cash Flows (Continued)
|
|
Year Ended December 31, |
| ||||
|
|
2014 |
|
2013 |
| ||
|
|
(In thousands) |
| ||||
Cash flows from financing activities |
|
|
|
|
| ||
Repayments of revolving line of credit |
|
(91,053 |
) |
(135,995 |
) | ||
Proceeds from drawdowns of revolving line of credit |
|
119,559 |
|
116,715 |
| ||
Contributions from KACALP partners |
|
277 |
|
13,840 |
| ||
Distributions paid to KACALP partners |
|
(133,679 |
) |
(103,441 |
) | ||
Distributions paid to non-controlling interests in consolidated subsidiaries |
|
(57,146 |
) |
(5,471 |
) | ||
Distributions paid to non-controlling and redeemable non-controlling interests of Consolidated Funds |
|
(116,485 |
) |
(368,085 |
) | ||
Contributions from non-controlling and redeemable non-controlling interests of Consolidated Funds |
|
54,278 |
|
94,854 |
| ||
Borrowings under loan obligations by Consolidated Funds |
|
23,053 |
|
2,280 |
| ||
Repayments under loan obligations by Consolidated Funds |
|
(23,328 |
) |
(21,736 |
) | ||
Net cash provided by (used in) financing activities |
|
(224,524 |
) |
(407,039 |
) | ||
Net change in cash and cash equivalents |
|
12,138 |
|
(20,393 |
) | ||
Cash and cash equivalents, beginning of year |
|
13,128 |
|
33,521 |
| ||
Cash and cash equivalents, end of year |
|
$ |
25,266 |
|
$ |
13,128 |
|
Supplemental disclosure of non-cash operating activities (Note 11) |
|
|
|
|
| ||
Reversal of other post-employment benefits |
|
$ |
83,889 |
|
$ |
|
|
Non-cash reductions to investment in limited partnership |
|
|
|
106 |
| ||
Supplemental disclosure of non-cash investing activities |
|
|
|
|
| ||
Non-cash contributions to limited partnerships and limited liability companies |
|
$ |
|
|
$ |
95 |
|
Non-cash distributions to limited partnerships and limited liability companies |
|
22 |
|
|
| ||
Supplemental disclosure of non-cash financing activities |
|
|
|
|
| ||
In-kind capital distributions, at fair value of Consolidated Funds |
|
$ |
48,122 |
|
$ |
166,268 |
|
In-kind capital contributions, at fair value of Consolidated Funds |
|
30,436 |
|
|
| ||
Deemed capital contributions and distributions of Consolidated Funds |
|
5,290 |
|
1,313 |
| ||
Non-cash drawdown of revolving line of credit to cover loan origination fees |
|
1,442 |
|
|
| ||
Supplemental disclosure of cash flow information |
|
|
|
|
| ||
Cash paid during the year for interestKACALP (the Partnership) |
|
$ |
2,553 |
|
$ |
2,687 |
|
Cash paid during the year for interestConsolidated Funds |
|
193 |
|
191 |
| ||
Supplemental disclosure of non-cash activity due to deconsolidation (Note 2) |
|
|
|
|
| ||
Assets eliminated due to deconsolidation |
|
$ |
94,677 |
|
$ |
44,584 |
|
Liabilities eliminated due to deconsolidation |
|
1,912 |
|
10,682 |
| ||
Non-controlling interests in Consolidated Funds eliminated due to deconsolidation |
|
92,765 |
|
33,902 |
|
The accompanying notes are an integral part of these consolidated financial statements.
KAYNE ANDERSON CAPITAL ADVISORS, L.P. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
1. ORGANIZATION
Kayne Anderson Capital Advisors, L.P. (KACALP), a limited partnership, together with its consolidated subsidiaries in which it holds a controlling financial interest (collectively, the Partnership) is a registered investment advisor with the Securities and Exchange Commission (SEC) pursuant to the Investment Advisers Act of 1940 and provides investment advisory and asset management services. These services are provided to publicly traded funds, limited partnerships and limited liability companies for which the Partnership is the general partner or managing member and to certain managed accounts. The investment advisory and asset management services include the management of a broad range of investment opportunities from energy marketable securities, energy closed-end funds, energy private equity, growth private equity, real estate private equity, middle market credit, municipal opportunities and separately managed accounts (collectively the KACALP Funds or the Funds).
KACALPs partnership agreement continues until December 31, 2025, unless sooner terminated as provided for in the seventh amended and restated limited partnership agreement, as amended from time to time. KACALP is managed by Kayne Anderson Investment Management, Inc., its general partner. The liability of each limited partner is limited to the amount of capital contributions made by such limited partner.
2. BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation
The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States (U.S. GAAP) as contained within the Financial Accounting Standards Boards (FASB) Accounting Standards Codification (ASC).
Use of Estimates
The preparation of the consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.
Principles of Consolidation
In February 2015, the FASB released ASU 2015-02, Amendments to the Consolidation Analysis (the Guidance or ASU 2015-02). ASU 2015-02 amends the consolidation guidance of ASC 810; specifically, among other changes, ASU 2015-02 eliminates the deferral for certain investment companies from applying the amendments to ASC 810 required under ASU 2009-17 (FAS 167), and amends the factors that would cause a limited partnership to be considered a variable interest entity (VIE) or voting interest entity (VOE) and the criteria for assessing whether fees paid to a decision maker are considered a variable interest. The new standard is effective for public entities beginning January 1, 2016 and for non-public entities beginning January 1, 2017. Early adoption is permitted. The Partnership has elected to early adopt the standard and has applied the amendments retrospectively.
The Partnerships consolidated financial statements include VIEs for which the Partnership is considered the primary beneficiary, and certain entities that are not considered VIEs in which the Partnership has a controlling financial interest. These entities include Kayne Partners Fund, L.P., Kayne
KAYNE ANDERSON CAPITAL ADVISORS, L.P. AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Continued)
2. BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
Partners Fund II, L.P. (deconsolidated in 2014), Kayne Partners Fund III (Q.P.), L.P. (formed in 2014), Kayne Anderson Private Investors, L.P., Kayne Anderson Private Investors II, L.P., Kayne Event Driven Fund, L.P. (formed in 2013), KAFU Holdings, LP, Arbco-KAFU, LLC (liquidated in 2013), Freshpet Investors, LLC, Kayne Anderson Real Estate Partners I, L.P., Kayne Credit Opportunities Fund (QP), L.P. (formed in 2013 and deconsolidated in 2014), and Kayne Anderson Energy Fund IV, L.P. (collectively, the Consolidated Funds). Principally all intercompany balances and transactions related to the Consolidated Funds have been eliminated in consolidation.
The determination of whether or not to consolidate entities under U.S. GAAP requires significant judgment. These analyses are based on the assumptions of management, as well as judgments regarding significance and the design of the entities. To make these judgments, management performs and reviews an entity-by-entity analysis with consideration of 1) whether the Partnership has a variable interest in the entity and 2) whether the entity is a VIE.
For legal entities evaluated for consolidation, the Partnership must determine whether the interests that it holds and fees received from the Funds qualify as a variable interest. Fees received by the Partnership are not considered variable interests if (i) the fees are compensation for services provided and are commensurate with the level of effort required to provide those services, (ii) the service arrangement includes only terms, conditions, or amounts that are customarily present in arrangements for similar services negotiated at arms length and (iii) the Partnerships other economic interests in the VIE, held directly and indirectly through its related parties, as well as economic interests held by entities under common control, would not absorb more than an insignificant amount of the entitys losses or receive more than an insignificant amount of the entitys residual returns.
For those entities in which the Partnership has a variable interest, the Partnership performs an analysis to first determine whether the entity is a VIE that must be consolidated by its primary beneficiary. Performance of such analysis requires the exercise of judgment.
The primary beneficiary of a VIE is generally defined as the party who has a controlling financial interest in the VIE. The Partnership is deemed to have a controlling financial interest in a VIE if it has (i) the power to direct the activities of the VIE that most significantly affect the VIEs economic performance and (ii) the obligation to absorb losses of the VIE or the right to receive returns from the VIE that could potentially be significant to the VIE. For purposes of evaluating (ii) above, fees paid to the Partnership are excluded if the fees are commensurate with the level of effort required to be performed and the arrangement includes only customary terms, conditions or amounts present in arrangements for similar services negotiated at arms length. The Partnership also evaluates its economic interests in the VIE held directly by it and indirectly through its related parties, as well as economic interests held by related parties under common control, where applicable. The primary beneficiary evaluation is generally performed qualitatively on the basis of all facts and circumstances. However, quantitative information may also be considered in the analysis, as appropriate. For certain Funds evaluated for consolidation, the Partnership determined that no individual party was considered to be the primary beneficiary; however, the Partnership and entities considered to be under common control with the Partnership demonstrated the characteristics of the primary beneficiary. For these instances, the Partnership must determine the party within this common control that is most closely associated to the respective legal entity being evaluated. In order to do so, the Partnership considered both qualitative and quantitative factors placing emphasis on the exposure to losses and decision
KAYNE ANDERSON CAPITAL ADVISORS, L.P. AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Continued)
2. BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
making ability. Changes in the economic interests (either by the Partnership, related parties of the Partnership, or third parties) or amendments to the governing documents of the VIE could affect an entitys status as a VIE or the determination of the primary beneficiary. The primary beneficiary evaluation is updated continuously. Refer to Note 6 for further discussion regarding VIEs.
For VOEs, the Partnership consolidates the entity if it has a controlling financial interest. The Partnership has a controlling financial interest in a VOE if (i) for legal entities other than limited partnerships, the Partnership owns a majority voting interest in the VOE or, for limited partnerships and similar entities, the Partnership owns a majority of the entitys kick-out rights through voting limited partnership interests and (ii) non-controlling shareholders or partners do not hold substantive participating rights and no other conditions exist that would indicate that the Partnership does not control the entity. The Partnership does not consolidate any VOEs in which it serves as the general partner and/or the investment manager.
One hedge fund consolidated in 2012 and managed by the Partnership, Kayne Energy Credit Opportunities, L.P., was deconsolidated in 2013 and two private equity funds consolidated in 2013 and managed by the Partnership, Kayne Partners Fund II, L.P. and Kayne Credit Opportunities Fund (QP), L.P., were deconsolidated during 2014 (collectively the Deconsolidated Funds) due to changes in facts and circumstances. The Deconsolidated Funds are considered VIEs as the holders of the equity investments at risk, as a group, lack the power to direct activities of the respective entities. Prior to the 2014 and 2013 events, the Partnership was considered to be the primary beneficiary of the Deconsolidated Funds as the Partnership had the power to direct the most significant activities, had the obligation to absorb losses, and had the right to receive returns that could be potentially significant to the Deconsolidated Funds. During 2014 and 2013, the Deconsolidated Funds received significant capital from third party investors and during 2014 the Partnership sold a portion of its interests in certain funds. As a result, the Partnership was no longer considered the primary beneficiary as it no longer had the obligation to absorb losses or the right to receive returns that could be potentially significant to the Deconsolidated Funds. During 2014 and 2013, the Partnership recorded a decrease in non-controlling interests of Consolidated Funds of approximately $92.8 million and $33.9 million, respectively, to reflect the deconsolidation in the Consolidated Statements of Changes in Partners Capital and Redeemable Non- Controlling Interests. In addition, the effects of the deconsolidation are reflected as a non-cash supplemental disclosure within the Consolidated Statements of Cash Flows. As of December 31, 2014 and December 31, 2013, the Partnership retained a total investment of approximately $12.2 million and $0.3 million, respectively, in the Deconsolidated Funds which are measured at fair value. The retained investment in the Deconsolidated Funds is included in investments in limited partnerships and limited liability companies on the Consolidated Statements of Financial Condition. Further, a loss of approximately $0.2 million was recognized by the Partnership during 2014 in connection with the sale of Partnership interests in the Deconsolidated Funds and included in other income (expense) on the Consolidated Statement of Operations.
Non-Controlling Interests in Consolidated Funds and Consolidated Subsidiaries
The consolidated financial statements reflect the assets, liabilities, investment income, expenses and cash flows of the Consolidated Funds and consolidated subsidiaries on a gross basis. The Partnership records non-controlling interests of the Consolidated Funds and consolidated subsidiaries to reflect the economic interests of the Consolidated Funds and consolidated subsidiaries held by investors other than
KAYNE ANDERSON CAPITAL ADVISORS, L.P. AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Continued)
2. BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
interests attributable to KACALP, after consideration of contractual arrangements that govern allocations of income or loss. Considerations for contractual agreements also include amounts that would be paid in a hypothetical liquidation. Principally all of the management fee income and performance allocation earned by the Partnership from the Consolidated Funds are eliminated in consolidation. However, because the eliminated amounts are earned from and funded by the non-controlling interests, income allocated to the non- controlling interests has been reduced, and the income allocated to the Partnership has been increased by the amounts eliminated. The non-controlling interests within the Consolidated Statement of Financial Condition are comprised of: i) redeemable non-controlling interests reported outside of the permanent capital section when investors have the right to redeem their interest or the interests are redeemable upon the occurrence of an event that is not solely within the control of the Partnership ii) equity attributable to non-controlling interests of the Consolidated Funds reported inside the permanent capital section when the investors do not have the right to redeem their interests and iii) equity attributable to non-controlling interests of the consolidated subsidiaries, principally in affiliated investment advisors and asset managers. The non-controlling interests are adjusted for subscriptions and redemptions by investors and their pro-rata income or loss allocations from the respective Consolidated Funds and consolidated subsidiaries.
For Consolidated Funds in which the investors do not have the rights to redeem their interests, investors are generally not able to redeem their interests until the Consolidated Funds liquidate or are otherwise wound-up. Non-controlling interests related to redeemable Consolidated Funds are subject to monthly or quarterly redemptions by investors in these Consolidated Funds following the expiration of a specified period of time (typically one year). When redeemable amounts become contractually payable to investors, they are classified as a liability of the Consolidated Funds in the Consolidated Statement of Financial Condition.
Cash
The Partnership currently maintains principally all of its day-to-day operating cash balances with City National Bank, a major financial institution. At times, cash balances may be in excess of Federal Deposit Insurance Corporation Insurance limits.
Investments
The Partnership invests directly in exchange traded funds and master limited partnerships, and directly or indirectly invests in non-consolidated KACALP Funds as well as other limited liability companies and limited partnerships. U.S. GAAP permits entities to choose to measure certain eligible financial assets, financial liabilities and firm commitments at fair value (the Fair Value Option), on an instrument- by-instrument basis in relation to these investments by the Partnership. The election to use the Fair Value Option is available when an entity first recognizes a financial asset or financial liability or upon entering into a firm commitment. The Fair Value Option is irrevocable and requires changes in fair value to be recognized in earnings. Investments in exchange traded funds and master limited partnerships are included in investments in securities, at fair value on the Consolidated Statements of Financial Condition. Investments in non-consolidated KACALP Funds as well as other limited liability companies and limited partnerships are included within investments in limited partnerships and limited liability companies within the Consolidated Statements of Financial Condition. Related earnings are classified as investment income within the Consolidated Statements of Operations.
KAYNE ANDERSON CAPITAL ADVISORS, L.P. AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Continued)
2. BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
For the Partnerships investments in the KACALP Funds that are not consolidated, which would otherwise be accounted for under the equity method, the Fair Value Option has been elected. The election of the fair value option was deemed to most accurately reflect the nature of the investments in the non-consolidated KACALP Funds. In estimating the fair value for financial instruments for which the Fair Value Option has been elected, the Partnership uses the valuation methodologies as discussed in Note 3.
In May 2015 the FASB issued ASU 2015-07, Disclosures for Investments in Certain Entities That Calculate Net Asset Value per Share (or Its Equivalent), an amendment to ASC Topic 820, Fair Value Measurements. The new guidance eliminates the requirement to categorize within the fair value hierarchy investments whose fair values are measured at net asset value (NAV) using the practical expedient in accordance with ASC Topic 820. Instead, entities will be required to disclose the fair values of such investments so that financial statement users can reconcile amounts reported in the fair value hierarchy table to the amounts reported on the Consolidated Statements of Financial Condition. The new guidance is effective for fiscal years beginning after December, 15 2015 for public entities and fiscal years beginning after December 15, 2016 for entities other than public business entities. Early adoption is permitted. For the years ended December 31, 2014 and December 31, 2013, the Partnership and the Consolidated Funds elected to early adopt and apply the new guidance retrospectively.
Revenue Recognition
The Partnerships two primary sources of revenues are (i) management fee revenue and (ii) performance allocation, carried interest, and incentive fee (collectively performance allocation) revenue. These revenues are derived from the Partnerships advisory and asset management services provided to the KACALP Funds.
Management Fee Revenue
The Partnership earns management fees from limited partners, members, or third parties in KACALP Funds. Management fees are based on contractual terms specified within the KACALP Funds agreements, investment management agreements, or consulting agreements. The Partnership earns management fees from separately managed accounts, limited partners, members, or third parties in each of the KACALP Funds at a fixed percentage of NAV, total assets, committed capital or invested capital, or in some cases, a fixed fee. Management fees are accrued as earned, and are calculated and paid monthly or quarterly depending on the individual agreements.
Performance Allocation Revenue
Performance allocation revenue is earned based on the performance of the KACALP Funds as defined in the respective investment management agreements and governing documents. Principally all performance allocation revenue is earned from affiliated Funds of the Partnership.
The Partnership follows Method 2 of ASC 605-20, Revenue Recognition (ASC 605) for revenue based on a formula. Under this method, the Partnership records revenue when it is entitled to performance-based revenue, subject to certain hurdles or benchmarks. Performance-based revenue is assessed as a percentage of the investment performance of the KACALP Funds. Performance allocation for any period is based upon an assumed liquidation of the KACALP Funds net assets on the
KAYNE ANDERSON CAPITAL ADVISORS, L.P. AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Continued)
2. BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
reporting date, and distribution of the net proceeds in accordance with the KACALP Funds income allocation provisions. Performance allocation may be subject to reversal to the extent that the performance allocation recorded exceeds the amount due to the general partner or investment manager based on the KACALP Funds cumulative investment returns. The terms of performance allocation vary by fund structure and investment strategy. As a result, performance allocation earned in the reporting period is not indicative of any future period. Due to the inherent uncertainty, these estimated values may differ significantly from the values that would have been used had a ready market for the investments existed, and it is reasonably possible that the difference could be material.
For hedge fund style entities, performance allocation revenue is ultimately realized and distributed at the end of the fiscal year when crystalized (or other determination date as determined per the individual fund agreements). Crystallization of performance allocations are subject to loss recoupment and certain profit hurdle rates.
For private equity style entities, performance allocation revenue is ultimately realized and distributed when: (i) an underlying investment is profitably disposed of, (ii) amounts contributed by investors are returned partially or in full, (iii) the investment funds cumulative returns are in excess of the preferred return. The Partnerships decision to realize carry considers such factors as the level of embedded valuation gains, the portion of the fund invested, the portion of the fund returned to the limited partner investors, and the length of time the fund has been in carry, as well as other qualitative measures.
Unrealized performance allocations relate to the unrealized appreciation of the underlying investments of the KACALP Funds, calculated as if the KACALP Funds were liquidated and distributions, including performance allocation, were made to the general and limited partners subject to distribution preferences in accordance with the respective fund agreements. Unrealized performance allocations are subject to fair value changes in future periods.
For certain KACALP Funds, realized performance allocations are subject to reversal in the event that the KACALP Funds incur future losses. The reversal is limited to the extent of the cumulative performance allocations received to date. In all cases, each fund is considered separately in this regard, and for a given Fund, performance allocations can never be negative over the life of a Fund. If all of the existing investments of the KACALP Funds became worthless, the amount of cumulative performance allocations that had been received by the Partnership would be returned net of both the income taxes paid thereon and the tax benefit of the performance allocation returned (claw-back). The Partnership may be liable to repay certain KACALP Funds for previously received performance allocations. If the KACALP Funds were liquidated at their then current fair values as of December 31, 2014, the amount of the claw-back would be approximately $12.9 million, net of taxes, related to the Kayne Anderson Mezzanine Partners Funds. For the year ended December 31, 2014, the Partnership accrued the potential claw-back amount as a reduction of performance allocation revenue. As of December 31, 2014, the claw-back amount is reported in performance allocation payable on the Consolidated Statements of Financial Condition. As of December 31, 2013, no amounts were accrued for potential claw-back within performance allocation revenue. Under separate agreements with certain key employees of the Partnership, the realized performance allocations are shared between the Partnership and the key employees. As a result, the net exposure to the Partnership may be less than the total claw-back amount.
KAYNE ANDERSON CAPITAL ADVISORS, L.P. AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Continued)
2. BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
The management fees and performance allocation revenue from the Consolidated Funds are eliminated in consolidation, and therefore are not reflected as revenue in its consolidated financial statements. The Partnerships share of the earnings from the Consolidated Funds is increased by the amount of the eliminated management fees and performance allocation revenue. Further, certain investments held by employees, directors and other related parties in the KACALP Funds are not subject to management fees or performance allocations.
Other income (expense) and Interest Expense
Other income (expense) and interest expense is accrued as incurred. Other income (expense) is principally consulting fee revenue generated from debt related transactions. Interest expense is principally related to the outstanding revolving line of credit with City National Bank. Refer to Note 7 for further discussion regarding debt obligations.
Employee Compensation and Benefits
Employee compensation and benefits consists of (a) employee compensation including salary, guaranteed payments, and bonus payments, (b) equity-based compensation associated with grants of equity-based awards to senior management and other key employees, (c) profit sharing arrangements issued to senior management and other key employees to allow such individuals to participate in the earnings and cash flows of the Partnership and its respective businesses, (d) profit sharing arrangements issued to portfolio managers, deal team members, and other key employees that allow such individuals to participate in a share of the management fees and performance allocations and (e) fringe benefits, health and wellness, and other employee benefits.
KACALP has Class A, B, C, and D, with 1,000 units issued and outstanding for each class. Class A, B, C, and D units are considered to be substantive classes of equity interests in KACALP as of December 31, 2014. Prior to December 31, 2013, Class D units were not considered to be substantive classes of equity interests in KACALP. The units allocated to employees are classified as equity awards under U.S. GAAP and equity-based compensation expense is recognized when the units were granted with a corresponding increase to equity. Compensation cost relating to the issuance of equity-based awards to senior management and other key employees is measured at fair value at the grant date, net of expected forfeitures (if any), and expensed over the vesting period on a straight-line basis. KACALP utilizes contractual cash flows in determining fair value at the grant date. The determination of contractual cash flows takes into consideration the preferred returns for each specific class of shares, revenue growth rates, and enterprise multiples. Discount rates are applied to the contractual cash flows to reflect the volatility of the Partnerships earnings. A further discount is then applied to the net present value of the cash flows to reflect the lack of marketability and liquidity restrictions. Each of these factors is subject to significant judgment. Equity- based awards that do not require future service are expensed immediately. Distributions to holders of Class A, B, C, and D units are considered as capital distributions and are included within the Consolidated Statements of Partners Capital.
KACALP established Class E units in 2014 and has 1,000 Class E units issued and outstanding as of December 31, 2014. Class E units granted to the employees of KACALP are not considered a substantive class of equity under U.S. GAAP and as such, no equity-based compensation expense is
KAYNE ANDERSON CAPITAL ADVISORS, L.P. AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Continued)
2. BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
recognized when the units were granted. Class E units granted to employees are considered to be profit sharing arrangements under U.S. GAAP and as such, payments to the employees holding Class E units are included within compensation and benefits in the Consolidated Statements of Operations. These payments are accrued as compensation expense in the year in which the related income was earned and are paid out in the subsequent year.
Effective September 10, 2014, the Partnership has Class A, B, and C interests within KA Fund Advisors, LLC (KAFA), a consolidated subsidiary, with 1,000 units issued and outstanding for each class. Prior to December 31, 2013, the Partnership owned 100% of the outstanding interests of KAFA. The Class A, B, and C interests represent partnership allocations of income or losses based on specific allocation percentages of the holder. KACALP owns 1,000 units of the Class A interests, issued 1,000 units of Class B interests to key employees of KAFA, retained 560.9 units of the Class C interests, and issued the remaining 439.1 units of Class C to the same population of employees who were granted the Class B interests. As a result of the issuance of Class A, B, and C units, KAFA equity was reallocated to non-controlling interests holders based on their liquidation preference at the end of each reporting period thereafter.
Class A and B interests are considered to be substantive equity and any interests issued to employees are classified as equity awards under U.S. GAAP. A portion of Class C interests are considered to be substantive classes of equity if employees receiving Class C interests are able to retain the vested interests upon termination. The remaining portion of Class C interests that employees are not able to retain upon termination is considered to be profit sharing arrangements under U.S. GAAP. The Class C interests that were considered to be substantive equity and allocated to employees are classified as equity- based compensation awards under U.S. GAAP. Equity-based compensation expense is recognized based on the grant date fair value, net of expected forfeitures (if any), and expensed over the vesting period on a straight-line basis. Valuation methodology for the KAFA equity units is consistent with the valuation methodology of units issued at the KACALP level.
The Partnership also has profit-sharing arrangements whereby certain employees and senior management are entitled to a share of the cash flow of their respective business, including management fees and performance allocations. The Partnership allocates management fee revenue, net of operating expenses, to portfolio managers as a way for the portfolio managers to participate in the earnings growth of their respective businesses. Management fee allocations are recognized as compensation expense in the performance year. Performance allocations are recognized as compensation expense in conjunction with the recognition of the related performance allocations revenue and until paid, are recognized as a component of compensation payable. Such compensation expense is subject to both positive and negative adjustments. Accordingly, upon any reversal of performance allocation revenue, including claw-back amounts, the related compensation expense is also reversed.
Other Post-Employment Benefits
Prior to December 31, 2012, KACALP entered into post-employment agreements with key members of the subsidiary management companies, which are accounted for as deferred compensation arrangements. The post- employment agreements provide the participants with post-termination cash flows from fees earned by KACALP in its capacity as investment advisor to certain Funds managed by KAFA. The employees may participate in the post-termination cash flows for as long as KACALP is
KAYNE ANDERSON CAPITAL ADVISORS, L.P. AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Continued)
2. BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
the investment advisor of such Funds. The post-employment agreements have vesting requirements which, once satisfied, enable the participants to retain rights to the post-employment benefits upon any termination events, unless such termination event is for cause. Based on the terms of post-employment agreements, to the extent the terms of the contract attribute all or a portion of the expected future benefits to a period of service greater than one year, the cost of those benefits is accrued over that period of the employees service in a systematic and rational manner. The amounts accrued periodically should result in an accrued amount at the full eligibility date equal to the then present value of all of the future benefits expected to be paid calculated at the then present value of the benefits expected to be provided to the employee. Changes in the fair value of the future payment amounts are reassessed and recorded as compensation expense at each reporting period.
The liability is accrued and reassessed based on contractual cash flows, discounted over the expected future tenure of employees with KACALP as the investment advisor of such funds. The determination of the appropriate discount rate is based on the inherent risks of the contractual cash flows and is consistent with the valuation methodology outlined above for KACALP units.
Property, Equipment, and Leasehold Improvements
Property, equipment, and leasehold improvements consists of furniture and fixtures, leasehold improvements, computer software, and corporate aircrafts that are recorded at cost, less accumulated depreciation and amortization within property, equipment and leasehold improvements, net of accumulated depreciation and amortization in the Consolidated Statements of Financial Condition. Depreciation and amortization of property, equipment, and leasehold improvements is calculated using the straight-line method over the assets estimated useful lives, which for leasehold improvements is the remaining lease term, and three to fifteen years for all other fixed assets. The Partnership evaluates fixed assets for impairment whenever events or changes in circumstances indicate that an assets carrying value may not be fully recovered. The costs associated with maintenance and repairs are recorded as other operating expenses when incurred.
Translation of Foreign Currency
Assets and liabilities denominated in foreign currencies are translated into U.S. dollar amounts at the year-end exchange rates. Transactions denominated in foreign currencies, including purchases and sales of investments, and income and expenses, are translated into U.S. dollar amounts on the transaction date. Adjustments arising from foreign currency transactions are reflected in the Consolidated Statements of Operations.
The Partnership and the Consolidated Funds do not isolate the portion of the results of operations arising from the effect of changes in foreign exchange rates on investments from fluctuations arising from changes in market prices of investments held. Such fluctuations for the Partnership are included in investment income and such fluctuations for the Consolidated Funds are included in net realized gain (loss) on investments of Consolidated Funds and net change in unrealized gain (loss) on investments in Consolidated Funds.
KAYNE ANDERSON CAPITAL ADVISORS, L.P. AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Continued)
2. BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
Income Taxes
The Partnership does not record a provision for the U.S. federal, state, or local taxes because the partners report their share of the Partnerships income or loss on their income tax returns. The Partnership files an income tax return in the U.S. federal jurisdiction, and may file income tax returns in various U.S. states. The Partnerships tax returns for tax years for which the applicable statutes of limitation have not expired are subject to examination by federal, state, local and foreign jurisdictions, where applicable. The Partnership has no examinations in progress.
In accordance with U.S. GAAP, the Partnership is required to determine whether its tax positions are more likely than not to be sustained upon examination by the applicable taxing authority, based on the technical merits of the position. The tax benefit recognized is measured at the largest amount of benefit that has a greater than 50 percent likelihood of being realized upon ultimate settlement with the relevant taxing authorities. Based on its analysis, the Partnership has determined that it has not incurred any liability for unrecognized tax benefits as of December 31, 2014 and December 31, 2013. The Partnership does not expect that its assessment regarding unrecognized tax benefits will materially change over the next twelve months. However, the Partnerships conclusions may be subject to review and adjustment at a later date based on factors including, but not limited to, questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions, compliance with U.S. federal, U.S. state and foreign tax laws, and changes in the administrative practices and precedents of the relevant taxing authorities. Open tax years are those that are open for exam by the respective taxing authorities. The Company is no longer subject to U.S. tax examinations with respect to such returns for tax years before 2011. As of December 31, 2014 and December 31, 2013, the Partnership did not have any unrecognized tax benefits.
Policies of Consolidated Funds
The Consolidated Funds qualify as investment companies for U.S. GAAP purposes. Pursuant to specialized accounting guidance for investment companies, and the retention of that guidance in the Partnerships consolidated financial statements, the investments held by the Consolidated Funds are reported at their fair values.
As of December 31, 2014, the Consolidated Funds have adopted FASB Accounting Standards Update No. 2013-08 (ASU 2013-08), entitled Financial ServicesInvestment Companies (Topic 946)Amendments to the Scope, Measurement, and Disclosure Requirements, which clarifies the characteristics of an investment company and provides comprehensive guidance for assessing whether an entity is an investment company and have applied the amendments retrospectively. The Consolidated Funds qualify as investment companies and follow the accounting and reporting requirements of ASU 2013-08. For the years ended December 31, 2014 and December 31, 2013, the Consolidated Funds did not provide financial support or have any contractual obligations to provide financial support to any of its investees.
Investments, at Fair Value
Investments are held at fair value. See Note 3 for information regarding the valuation of these assets.
KAYNE ANDERSON CAPITAL ADVISORS, L.P. AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Continued)
2. BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
Investments in Securities and Securities Sold Short
Investments in securities and securities sold short that are freely tradable and are listed on major securities exchanges are generally valued at their last reported sales price as of the valuation date. When no sale is reported on that date, the Consolidated Funds policies value securities held long at their last observed bid price, which reflects the highest price that the marketplace participants are willing to pay for an asset, and values securities sold short at their last reported ask price, which represent the lowest price that the marketplace participants are willing to accept for an asset. To the extent these securities are actively traded and valuation adjustments are not applied, they are categorized in Level I of the fair value hierarchy. Securities traded on inactive markets or valued by reference to similar instruments are generally categorized in Level II of the fair value hierarchy.
Cash and Cash Equivalents
The Consolidated Funds consider highly liquid, short-term interest-bearing instruments of sufficient credit quality with original maturities of three months or less, and other instruments readily convertible into cash, to be cash equivalents. At times, cash balances may be in excess of Federal Deposit Insurance Corporation Insurance limits. Cash and cash equivalents held at Consolidated Funds represents cash that, although not legally restricted, is not available to support the general liquidity needs of the Partnership, as the use of such amounts is generally limited to the investment activities of the Consolidated Funds.
Due from/ to Brokers
Amounts due from broker may be restricted to the extent that they serve as deposits for securities sold short. Amounts due to brokers represent margin borrowings that are collateralized by certain marketable securities and partners restricted pledged collateral as of December 31, 2014 and December 31, 2013.
Derivative Instruments
The Consolidated Funds record their derivative activities at fair value. Gains and losses from derivative contracts are included in net realized gain (loss) and net change in unrealized appreciation (depreciation) on investments of Consolidated Funds in the Consolidated Statements of Operations. For further information regarding the valuation of these instruments, see Note 4.
Income Taxes
The Consolidated Funds are generally not subject to U.S. federal and state income taxes and, consequently, no income tax provision has been made in the accompanying consolidated financial statements because individual investors are responsible for taxes on their proportionate share of the taxable income.
Kayne Anderson Real Estate Partners I, L.P. (KAREP) had established KAREP REIT, Inc. (REIT), a wholly-owned real estate investment trust, to invest in certain real estate entities. REIT is required to distribute at least 90% of its taxable income to shareholders and meet certain asset and
KAYNE ANDERSON CAPITAL ADVISORS, L.P. AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Continued)
2. BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
income tests as well as certain other requirements. REIT will generally not be liable for federal and state income taxes, provided it satisfies the necessary requirements.
Income and Expense Recognition
Investment transactions are accounted for on a trade-date basis. Realized gains and losses from disposition of securities are generally determined using the highest-cost share first method. Dividends are recorded on the ex-dividend date and interest is recognized on the accrual basis. Dividends also include income and expense items generated from the cash distributions from master limited partnerships investments, held long or sold short, respectively. All expenses of operating the Consolidated Funds shall be borne by the Consolidated Funds and recorded on an accrual basis as incurred.
New Accounting Pronouncements
In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers (ASU 2014 09). ASU 2014-09 supersedes the revenue recognition requirements in ASC 605Revenue Recognition (ASC 605) and most industry-specific guidance throughout the ASC. ASU 2014 09 is a comprehensive new revenue recognition standard for contracts with customers that will supersede most current revenue recognition guidance including industry-specific guidance. This standard contains principles that an entity will apply to determine the measurement of revenue and timing of when it is recognized. The entity will recognize revenue to reflect the transfer of goods or services to customers at an amount that the entity expects to be entitled to in exchange for those goods or services. The new standard was originally effective for public entities beginning January 1, 2017 and for non-public entities beginning January 1, 2018. In July 2015, the FASB deferred the effective date for public and non-public entities for one year and, as such, the new standard is effective for public entities beginning January 1, 2018 and for non-public entities beginning January 1, 2019. Early application is not permitted. The standard permits the use of either the retrospective or cumulative effect transition method. The Partnership is currently evaluating the impact on its consolidated financial statements upon the adoption of this new standard.
KAYNE ANDERSON CAPITAL ADVISORS, L.P. AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Continued)
3. FAIR VALUE MEASUREMENTS
The Partnership follows the fair value measurement and disclosure guidance under U.S. GAAP, which establishes a hierarchical disclosure framework. This framework prioritizes and ranks the level of market price observability used in measuring investments at fair value. The fair value of a financial instrument is the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (the exit price). Market price observability is affected by a number of factors, including the type of investment, the characteristics specific to the investment and the state of the marketplace including the existence and transparency of transactions between market participants. Investments with readily available active quoted prices or for which fair value can be measured from actively quoted prices in an orderly market generally will have a higher degree of market price observability and a lesser degree of judgment used in measuring fair value. In all cases, an instruments level within the hierarchy is based upon the market pricing transparency of the instrument and does not necessarily correspond to the Partnerships perceived risk or liquidity of the instrument.
Financial assets and liabilities measured at fair value are classified into one of the following categories:
· Level IQuoted prices are available in active markets for identical investments as of the reporting date.
· Level IIFair value is determined based on inputs other than quoted prices that are observable for the asset or liability either directly or indirectly as of the reporting date. This category may include inputs in markets that are not considered to be active.
· Level IIIFair value is determined based on inputs that are unobservable for the investment and includes situations where there is little, if any, market activity for the asset or liability. The inputs into the determination of fair value require significant management judgment or estimation and the Partnership may use models or other valuation methodologies to arrive at fair value.
Fair value is a market-based measure, based on assumptions of prices and inputs considered from the perspective of a market participant that are current as of the measurement date, rather than an entity- specific measure. Therefore, even when market assumptions are not readily available, the Partnership and Consolidated Funds own assumptions are set to reflect those that market participants would use in pricing the asset or liability at the measurement date.
The availability of valuation techniques and observable inputs can vary from security to security and is affected by a wide variety of factors, including the type of security, whether the security is new and not yet established in the marketplace, the liquidity of markets, and other characteristics particular to the transaction. To the extent that valuation is based on models or inputs that are less observable or unobservable in the market, the determination of fair value requires more judgment. Because of the inherent uncertainty of valuation, those estimated values may be materially higher or lower than the values that would have been used had a ready market for the securities existed. Accordingly, the degree of judgment exercised by the Partnership and Consolidated Funds in determining fair value is greatest for securities categorized in Level III. In certain cases, the level in the fair value hierarchy which the fair value measurement falls in its entirety is determined based on the lowest level input that is significant to the fair value measurement.
KAYNE ANDERSON CAPITAL ADVISORS, L.P. AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Continued)
3. FAIR VALUE MEASUREMENTS (Continued)
Corporate and Convertible Bonds
The fair value of corporate and convertible bonds is estimated using recently executed transactions, market price quotations (where observable), bond spreads, or credit default swap spreads. The spread data used is for the same maturity as the bond. If the spread data does not reference the issuer, then data that references a comparable issuer is used. When observable price quotations are not available, fair value is determined based on cash flow models using yield curves, bond or single name credit default swap spreads, and recovery rates based on collateral values as key inputs. Corporate and convertible bonds are generally categorized in Level II of the fair value hierarchy. In instances where there is a lack of marketability or significant unobservable inputs, they are categorized in Level III of the fair value hierarchy.
Private Bank Debt
The fair value of bank debt is generally valued using recently executed transactions, market prices quotations (where observable), and market observable credit default swap levels. When quotations are unobservable, proprietary valuation models and default recovery analysis methods are employed. Private bank debt is categorized in Level II or III of the fair value hierarchy.
Investments in Private Operating Companies
The Consolidated Funds investments in private operating companies consist of membership interests in limited liability companies, direct private equity and debt investments, limited liability common and preferred units, promissory notes and warrants. The transaction price, excluding transaction costs, is typically the Consolidated Funds best estimate of fair value at inception. When evidence supports a change to the carrying value from the transaction price, adjustments are made to reflect expected exit values in the investments principal market under current market conditions. Ongoing reviews by the Consolidated Funds management are based on an assessment of trends in the performance of the underlying investment from the inception date through the most recent valuation date. These assessments typically incorporate valuation methodologies that consider the evaluation of arms length financing and sale transactions with third parties, an income approach reflecting a discounted cash flow analysis, and a market approach that includes a comparative analysis of acquisition multiples and pricing multiples generated by market participants. In certain instances, the Consolidated Funds may use multiple valuation methodologies for a particular investment and estimate its fair value based on a weighted average or a selected outcome within a range of multiple valuation results. These investments in private operating companies are generally included in Level III of the fair value hierarchy.
Equity investments valued using a market approach utilized valuation multiples times the annual Earnings Before Interest, Taxes, Depreciation and Amortization (EBITDA), or another performance metric such as revenues, net earnings or projected future revenues. The selected valuation multiple was estimated through a comparative analysis of the performance and characteristics of each investment within a range of comparable companies or transactions in the observable marketplace. The fair value of the Consolidated Funds investments is considered, on the whole, as a basket of related securities. Once management has estimated the underlying entities business enterprise value, a waterfall analysis of the entities capital structure is considered.
KAYNE ANDERSON CAPITAL ADVISORS, L.P. AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Continued)
3. FAIR VALUE MEASUREMENTS (Continued)
Investments in Oil and Gas Companies
The Consolidated Funds invest in oil and gas companies which are generally formed as limited liability companies or limited partnerships. The transaction prices, excluding transaction costs, of the underlying operating companies are typically the Consolidated Funds best estimate of fair value at inception. When evidence supports a change to the carrying value from the transaction price, adjustments are made to reflect expected exit values in the investments principal market under current market conditions.
Management determines an appropriate discount rate to apply to the cash flows from the oil and gas resources based on the nature and risks of the specific asset. Additionally, the Consolidated Funds management assigns further probability-weighted discounts to proven, yet undeveloped properties. These investments are generally included in Level III of the fair value hierarchy.
Investment in Limited Partnership
KAFU Holdings, LP (KAFU), one of the Consolidated Funds, holds an investment in a limited partnership that consists of a direct private equity investment in Plains AAP, L.P., which controls the general partner of Plains All American Pipeline, L.P. (PAA). KAFU sold approximately 10.0% of its interest in the general partner (GP) of PAA in connection with the October 16, 2013 Plains GP Holdings, L.P. (PAGP) initial public offering (IPO). KAFUs remaining interest was originally subject to a 15- month lock-up period ending January 21, 2015. KAFU agreed to a 90 day lock-up period starting on November 10, 2014, extending the lock up period ending date to February 8, 2015. KAFU gives value to its right to convert its private GP interest into shares of PAGP on a one-for-one basis at KAFUs option. From the date of the IPO, KAFU has applied a 10% discount as of the date of the IPO to the market price of PAGP to value these investments due to the liquidation restrictions. The discount is amortized over the lock up period. As of December 31, 2014 and December 31, 2013, the amortized discount was 0.68% and 8.4%, respectively.
Investments in Real Estate Entities
KAREPs investments in real estate entities through REIT consist of membership and partnership interests in limited liability companies and limited partnerships, of which certain investments are made directly through REIT. The transaction price, excluding transaction costs, is typically KAREPs best estimate of fair value at inception. When evidence supports a change to the carrying value from the transaction price, adjustments are made to reflect expected exit values in the investments principal market under current market conditions. Ongoing reviews by the KAREPs management are based on an assessment of trends in the performance of each underlying investment from the inception date through the most recent valuation date. These assessments typically incorporate valuation methodologies that consider the evaluation of arms length financing and sale transactions with third parties, an income approach reflecting a discounted cash flow or direct capitalization analysis, and a market approach that includes a comparative analysis of acquisition multiples and pricing multiples generated by market participants. In certain instances, KAREP may use a blended approach of multiple valuation methodologies for a particular investment and estimate its fair value based on a weighted average or a selected outcome within a range of multiple valuation results. These investments in real estate entities are generally included in Level III of the fair value hierarchy.
KAYNE ANDERSON CAPITAL ADVISORS, L.P. AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Continued)
3. FAIR VALUE MEASUREMENTS (Continued)
Warrants from Portfolio Companies
The Consolidated Funds may receive warrants from portfolio companies upon investments in the debt of the respective companies. The warrants provide the Consolidated Funds with exposure and potential gains upon equity appreciation of the portfolio companys equity value.
The fair value of the Consolidated Funds warrants are determined based upon the expected value, as if exercised, to be realized in a sale transaction of the Consolidated Funds entire investment position of each particular issuer as of the valuation date. The fair value of the Consolidated Funds investments is considered, on the whole, as a basket of related securities.
Option contracts
Options which are listed on major securities exchanges are valued at their last reported sales price as of the valuation date or based on bid or ask price at the close of business. When the Consolidated Funds purchase an option, they pay a premium and an amount equal to the premium is recorded as an asset. When the Consolidated Funds write an option, they receive a premium and an amount equal to the premium is recorded as a liability. The asset or liability is adjusted to reflect the current market value of the option. Depending on the frequency of trading, listed options are generally classified in Level I or II of the fair value hierarchy.
The following table summarizes the Partnerships and the Consolidated Funds assets and liabilities measured at fair value on a recurring basis within the fair value hierarchy levels at December 31, 2014:
KAYNE ANDERSON CAPITAL ADVISORS, L.P. AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Continued)
3. FAIR VALUE MEASUREMENTS (Continued)
|
|
As of December 31, 2014 |
| ||||||||||
|
|
(In thousands) |
| ||||||||||
|
|
Level 1 |
|
Level 2 |
|
Level 3 |
|
Total |
| ||||
Assets, at Fair Value |
|
|
|
|
|
|
|
|
| ||||
Investments of the Partnership |
|
|
|
|
|
|
|
|
| ||||
Investments in Exchange Traded Funds and Master Limited Partnerships |
|
$ |
793 |
|
$ |
|
|
$ |
|
|
$ |
793 |
|
Investments in Limited Partnerships and Limited Liability Companies |
|
|
|
|
|
9,497 |
|
9,497 |
| ||||
Investments in Limited Partnerships and Limited Liability Companies Measured at NAV(a) |
|
|
|
|
|
|
|
112,701 |
| ||||
Investments of the Partnership, at Fair Value |
|
$ |
793 |
|
$ |
|
|
$ |
9,497 |
|
$ |
122,991 |
|
Investments of the Consolidated Funds |
|
|
|
|
|
|
|
|
| ||||
Investment in Limited Partnerships |
|
$ |
|
|
$ |
|
|
$ |
2,410,894 |
|
$ |
2,410,894 |
|
Investments in Private Operating Companies Class A LLC Units |
|
|
|
|
|
1,150 |
|
1,150 |
| ||||
Investments in Limited Liability Companies |
|
|
|
|
|
50,604 |
|
50,604 |
| ||||
Preferred Units |
|
|
|
|
|
45,853 |
|
45,853 |
| ||||
Promissory Notes |
|
|
|
|
|
9,994 |
|
9,994 |
| ||||
Warrants to Purchase Limited Liability Company Units |
|
|
|
|
|
5,819 |
|
5,819 |
| ||||
Investments in Real Estate Entities |
|
|
|
|
|
61,947 |
|
61,947 |
| ||||
Investments in Private Investment Company Measured at NAV(a) |
|
|
|
|
|
|
|
148 |
| ||||
Common Stock |
|
28,861 |
|
|
|
98,455 |
|
127,316 |
| ||||
Preferred Stock |
|
|
|
|
|
2,559 |
|
2,559 |
| ||||
Closed-end Fund |
|
4,804 |
|
|
|
|
|
4,804 |
| ||||
Investments of the Consolidated Funds, at Fair Value |
|
$ |
33,665 |
|
$ |
|
|
$ |
2,687,275 |
|
$ |
2,721,088 |
|
Derivative Assets, at Fair Value |
|
|
|
|
|
|
|
|
| ||||
Call Options |
|
$ |
38 |
|
$ |
|
|
$ |
|
|
$ |
38 |
|
Put Options |
|
18 |
|
|
|
|
|
18 |
| ||||
Warrants |
|
534 |
|
|
|
|
|
534 |
| ||||
Derivatives, at Fair Value |
|
$ |
590 |
|
$ |
|
|
$ |
|
|
$ |
590 |
|
Total Assets, at Fair Value |
|
$ |
35,048 |
|
$ |
|
|
$ |
2,696,772 |
|
$ |
2,844,669 |
|
Securities Sold Short, at Fair Value |
|
|
|
|
|
|
|
|
| ||||
Exchange Traded Funds |
|
6,755 |
|
|
|
|
|
6,755 |
| ||||
Common Stock |
|
5,986 |
|
|
|
|
|
5,986 |
| ||||
Securities Sold Short, at Fair Value |
|
$ |
12,741 |
|
$ |
|
|
$ |
|
|
$ |
12,741 |
|
Derivative Liabilities, at Fair Value |
|
|
|
|
|
|
|
|
| ||||
Call Options |
|
19 |
|
|
|
|
|
19 |
| ||||
Derivative Liabilities, at Fair Value |
|
$ |
19 |
|
$ |
|
|
$ |
|
|
$ |
19 |
|
(a) As further described in Note 2 to these consolidated financial statements, certain investments that are measured at fair value using the NAV per share (or its equivalent) practical expedient have not been classified in the fair value hierarchy. The fair value amounts presented in this table are intended to permit a reconciliation of the fair value hierarchy to the amounts presented in the Consolidated Statements of Financial Condition.
KAYNE ANDERSON CAPITAL ADVISORS, L.P. AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Continued)
3. FAIR VALUE MEASUREMENTS (Continued)
The following table summarizes the Partnerships and the Consolidated Funds assets and liabilities measured at fair value on a recurring basis within the fair value hierarchy levels at December 31, 2013:
|
|
As of December 31, 2013 |
| ||||||||||
|
|
(In thousands) |
| ||||||||||
|
|
Level 1 |
|
Level 2 |
|
Level 3 |
|
Total |
| ||||
Assets, at Fair Value |
|
|
|
|
|
|
|
|
| ||||
Investments of the Partnership |
|
|
|
|
|
|
|
|
| ||||
Investments in Exchange Traded Funds and Master Limited Partnerships |
|
$ |
661 |
|
$ |
|
|
$ |
|
|
$ |
661 |
|
Investments in Limited Partnerships and Limited Liability Companies |
|
|
|
|
|
1,500 |
|
1,500 |
| ||||
Investments in Limited Partnerships and Limited Liability Companies Measured at NAV(a) |
|
|
|
|
|
|
|
83,816 |
| ||||
Investments of the Partnership, at Fair Value |
|
$ |
661 |
|
$ |
|
|
$ |
1,500 |
|
$ |
85,977 |
|
Investments of the Consolidated Funds |
|
|
|
|
|
|
|
|
| ||||
Investment in Limited Partnerships |
|
$ |
|
|
$ |
2,341,540 |
|
$ |
|
|
$ |
2,341,540 |
|
Investments in Private Operating Companies Class A LLC Units |
|
|
|
|
|
974 |
|
974 |
| ||||
Investments in Limited Liability Company |
|
|
|
23,652 |
|
124,019 |
|
147,671 |
| ||||
Preferred Units |
|
|
|
|
|
14,066 |
|
14,066 |
| ||||
Warrants to Purchase Limited Liability Company Units |
|
|
|
|
|
2,923 |
|
2,923 |
| ||||
Secured Senior Note |
|
|
|
|
|
10,210 |
|
10,210 |
| ||||
Senior Subordinated Note |
|
|
|
|
|
18,889 |
|
18,889 |
| ||||
Investments in Real Estate Entities |
|
|
|
|
|
53,811 |
|
53,811 |
| ||||
Investments in limited partnerships and limited liability companies measured at NAV(a) |
|
|
|
|
|
|
|
1 |
| ||||
Common Stock |
|
9,764 |
|
|
|
38,797 |
|
48,561 |
| ||||
Preferred Stock |
|
|
|
|
|
11,216 |
|
11,216 |
| ||||
Closed-end Fund |
|
636 |
|
|
|
|
|
636 |
| ||||
Convertible Preferred Stock |
|
|
|
|
|
4,147 |
|
4,147 |
| ||||
Promissory Note |
|
|
|
|
|
537 |
|
537 |
| ||||
Investments of the Consolidated Funds, at Fair Value |
|
$ |
10,400 |
|
$ |
2,365,192 |
|
$ |
279,589 |
|
$ |
2,655,182 |
|
Derivative Assets, at Fair Value |
|
|
|
|
|
|
|
|
| ||||
Warrants |
|
$ |
116 |
|
$ |
|
|
$ |
|
|
$ |
116 |
|
Derivatives, at Fair Value |
|
$ |
116 |
|
$ |
|
|
$ |
|
|
$ |
116 |
|
Total Assets, at Fair Value |
|
$ |
11,177 |
|
$ |
2,365,192 |
|
$ |
281,089 |
|
$ |
2,741,275 |
|
Securities Sold Short, at Fair Value |
|
|
|
|
|
|
|
|
| ||||
Exchange Traded Funds |
|
$ |
4,639 |
|
$ |
|
|
$ |
|
|
$ |
4,639 |
|
Common Stock |
|
3,726 |
|
|
|
|
|
3,726 |
| ||||
Securities Sold Short, at Fair Value |
|
$ |
8,365 |
|
$ |
|
|
$ |
|
|
$ |
8,365 |
|
(a) As further described in Note 2 to these consolidated financial statements, certain investments that are measured at fair value using the NAV per share (or its equivalent) practical expedient have not been classified in the fair value hierarchy. The fair value amounts presented in this table are intended to permit a reconciliation of the fair value hierarchy to the amounts presented in the Consolidated Statements of Financial Condition.
KAYNE ANDERSON CAPITAL ADVISORS, L.P. AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Continued)
3. FAIR VALUE MEASUREMENTS (Continued)
The Consolidated Funds hold investments that are privately issued or otherwise restricted as to resale. For these investments, reliable market quotations are not readily available, and as such, valuations are determined in a manner that most accurately reflects the fair value of the investment on the valuation date. Unless otherwise determined by the Partnership, the following valuation process is used for such investments.
The Partnership establishes valuation processes and procedures to ensure that the valuation techniques for the investments categorized within Level III of the fair value hierarchy are fair, consistent, and verifiable. The Partnership designates a valuation committee (the Committee) to oversee the entire valuation process of the Partnerships and Consolidated Funds Level III investments. The Committee is comprised of various personnel of the Partnership, including members of the Consolidated Funds portfolio management and deal team. The Committee is responsible for developing the Partnerships and Consolidated Funds written valuation processes and procedures, conducting periodic reviews of the valuation policies, and evaluating the overall fairness and consistent application of the valuation policies.
Valuations determined by the Partnership and Consolidated Funds are required to be supported by market data, industry accepted third-party pricing models, or other methods the Committee deems to be appropriate, including the use of internal proprietary pricing models. Level III investment valuations may reflect internal assumptions which may or may not agree with the assumptions of other market participants.
The following table summarizes the changes in the Partnerships and the Consolidated Funds Level III assets for the year ended December 31, 2014:
KAYNE ANDERSON CAPITAL ADVISORS, L.P. AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Continued)
3. FAIR VALUE MEASUREMENTS (Continued)
|
|
For the Year Ended December 31, 2014 |
| |||||||||||||||||||||||||||||||||||||
|
|
(In thousands) |
| |||||||||||||||||||||||||||||||||||||
|
|
Beginning |
|
Deconsolidation |
|
Equity |
|
Net |
|
Net Change |
|
Purchases |
|
Accretion |
|
Sales, |
|
Transfers |
|
Conversions |
|
Cost of |
|
Ending |
|
Change in |
| |||||||||||||
Investments of the Partnership |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||||||||
Investments in Limited Partnerships and Limited Liability Companies |
|
$ |
1,500 |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
(616 |
) |
$ |
8,713 |
|
$ |
|
|
$ |
(100 |
) |
$ |
|
|
$ |
|
|
$ |
|
|
$ |
9,497 |
|
$ |
(616 |
) |
Total Investment of the Partnership |
|
$ |
1,500 |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
(616 |
) |
$ |
8,713 |
|
$ |
|
|
$ |
(100 |
) |
$ |
|
|
$ |
|
|
$ |
|
|
$ |
9,497 |
|
$ |
(616 |
) |
Investments of Consolidated Funds |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||||||||
Warrants |
|
$ |
2,923 |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
979 |
|
$ |
1,917 |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
5,819 |
|
$ |
979 |
|
Promissory Notes |
|
537 |
|
|
|
|
|
|
|
1,903 |
|
7,936 |
|
200 |
|
(582 |
) |
|
|
|
|
|
|
9,994 |
|
1,904 |
| |||||||||||||
Preferred Stock |
|
11,216 |
|
|
|
|
|
69 |
|
438 |
|
2,727 |
|
|
|
(11,891 |
) |
|
|
|
|
|
|
2,559 |
|
438 |
| |||||||||||||
Preferred Units |
|
14,066 |
|
|
|
|
|
|
|
1,030 |
|
30,757 |
|
|
|
|
|
|
|
|
|
|
|
45,853 |
|
1,029 |
| |||||||||||||
Convertible Preferred Stock |
|
4,147 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(4,147 |
) |
|
|
|
|
|
| |||||||||||||
Common Stock |
|
38,797 |
|
|
|
|
|
(455 |
) |
52,784 |
|
2,500 |
|
|
|
(74 |
) |
|
|
4,147 |
|
756 |
|
98,455 |
|
52,393 |
| |||||||||||||
Secured Senior Note |
|
10,210 |
|
(7,210 |
) |
|
|
162 |
|
(183 |
) |
|
|
21 |
|
(3,000 |
) |
|
|
|
|
|
|
|
|
|
| |||||||||||||
Subordinated Senior Note |
|
18,889 |
|
(18,889 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||||||||
Investment in Limited Partnership |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2,410,894 |
|
|
|
|
|
2,410,894 |
|
|
| |||||||||||||
Investments in Real Estate Entities |
|
53,811 |
|
|
|
3,139 |
|
(4,457 |
) |
11,264 |
|
4,512 |
|
|
|
(6,322 |
) |
|
|
|
|
|
|
61,947 |
|
6,297 |
| |||||||||||||
Investments in Limited Liability Companies |
|
53,188 |
|
(3,605 |
) |
|
|
6,220 |
|
(2,743 |
) |
8,575 |
|
|
|
(11,031 |
) |
|
|
|
|
|
|
50,604 |
|
(2,583 |
) | |||||||||||||
Investment in Private Operating CompanyClass A LLC Units |
|
71,805 |
|
(70,831 |
) |
|
|
|
|
176 |
|
|
|
|
|
|
|
|
|
|
|
|
|
1,150 |
|
1,872 |
| |||||||||||||
Total Investment of Consolidated Funds |
|
$ |
279,589 |
|
$ |
(100,535 |
) |
$ |
3,139 |
|
$ |
1,539 |
|
$ |
65,648 |
|
$ |
58,924 |
|
$ |
221 |
|
$ |
(32,900 |
) |
$ |
2,410,894 |
|
$ |
|
|
$ |
756 |
|
$ |
2,687,275 |
|
$ |
62,329 |
|
Total Investments, at Fair Value |
|
$ |
281,089 |
|
$ |
(100,535 |
) |
$ |
3,139 |
|
$ |
1,539 |
|
$ |
65,032 |
|
$ |
67,637 |
|
$ |
221 |
|
$ |
(33,000 |
) |
$ |
2,410,894 |
|
$ |
|
|
$ |
756 |
|
$ |
2,696,772 |
|
$ |
61,713 |
|
(1) Represents investments in Consolidated Funds as of December 31, 2013 that were deconsolidated during 2014. Balance was previously eliminated upon consolidation and not reported as Level III investment as of December 31, 2014.
KAYNE ANDERSON CAPITAL ADVISORS, L.P. AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Continued)
3. FAIR VALUE MEASUREMENTS (Continued)
The following table summarizes the changes in the Partnerships and the Consolidated Funds Level III assets for the year ended December 31, 2013:
|
|
For the Year Ended December 31, 2013 |
| |||||||||||||||||||||||||||||||
|
|
(In thousands) |
| |||||||||||||||||||||||||||||||
|
|
Beginning |
|
Deconsolidation |
|
Equity |
|
Net |
|
Net Change |
|
Purchases |
|
Accretion of |
|
Sales, |
|
Transfers |
|
Ending |
|
Change in |
| |||||||||||
Investments of the Partnership |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||||||
Investments in limited partnerships and limited liability companies |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
1,500 |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
1,500 |
|
$ |
|
|
Total Investment of the Partnership |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
1,500 |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
1,500 |
|
$ |
|
|
Investments of Consolidated Funds |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||||||
Warrants |
|
$ |
2,915 |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
8 |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
2,923 |
|
$ |
8 |
|
Promissory Note |
|
523 |
|
|
|
|
|
|
|
|
|
14 |
|
|
|
|
|
|
|
537 |
|
|
| |||||||||||
Preferred Stock |
|
11,216 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
11,216 |
|
|
| |||||||||||
Preferred Units |
|
17,000 |
|
|
|
|
|
(9,488 |
) |
8,009 |
|
|
|
|
|
(1,455 |
) |
|
|
14,066 |
|
(2,666 |
) | |||||||||||
Convertible Preferred Stock |
|
1,647 |
|
|
|
|
|
|
|
|
|
2,500 |
|
|
|
|
|
|
|
4,147 |
|
|
| |||||||||||
Common Stock |
|
39,938 |
|
|
|
|
|
|
|
(1,141 |
) |
|
|
|
|
|
|
|
|
38,797 |
|
(1,141 |
) | |||||||||||
Senior Secured Note |
|
6,000 |
|
|
|
|
|
|
|
(72 |
) |
7,210 |
|
72 |
|
(3,000 |
) |
|
|
10,210 |
|
(72 |
) | |||||||||||
Senior Subordinated Note |
|
|
|
|
|
|
|
|
|
|
|
18,889 |
|
|
|
|
|
|
|
18,889 |
|
|
| |||||||||||
Investment in Limited Partnership |
|
1,243,936 |
|
|
|
|
|
689,301 |
|
1,184,409 |
|
1,675 |
|
|
|
(754,129 |
) |
(2,365,192 |
) |
|
|
|
| |||||||||||
Investments in Real Estate Entities |
|
76,500 |
|
|
|
618 |
|
(6,245 |
) |
477 |
|
287 |
|
|
|
(17,826 |
) |
|
|
53,811 |
|
14,377 |
| |||||||||||
Investments in Limited Liability Company |
|
68,038 |
|
|
|
|
|
6,839 |
|
(1,215 |
) |
62,997 |
|
|
|
(12,640 |
) |
|
|
124,019 |
|
(1,215 |
) | |||||||||||
Investment in Private Operating CompanyClass A LLC Units |
|
7,643 |
|
|
|
|
|
2,914 |
|
(3,681 |
) |
|
|
|
|
(5,902 |
) |
|
|
974 |
|
229 |
| |||||||||||
Private bank debt |
|
1,290 |
|
(1,290 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||||||
Total Investment of Consolidated Funds |
|
$ |
1,476,646 |
|
$ |
(1,290 |
) |
$ |
618 |
|
$ |
683,321 |
|
$ |
1,186,794 |
|
$ |
93,572 |
|
$ |
72 |
|
$ |
(794,952 |
) |
$ |
(2,365,192 |
) |
$ |
279,589 |
|
$ |
9,520 |
|
Total Assets, at Fair Value |
|
$ |
1,476,646 |
|
$ |
(1,290 |
) |
$ |
618 |
|
$ |
683,321 |
|
$ |
1,186,794 |
|
$ |
95,072 |
|
$ |
72 |
|
$ |
(794,952 |
) |
$ |
(2,365,192 |
) |
$ |
281,089 |
|
$ |
9,520 |
|
(1) Represents investments in Consolidated Funds as of December 31, 2012 that were deconsolidated during 2013. Balance was previously eliminated upon consolidation and not reported as Level III investment as of December 31, 2013.
KAYNE ANDERSON CAPITAL ADVISORS, L.P. AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Continued)
3. FAIR VALUE MEASUREMENTS (Continued)
The Partnership records transfers between Level I, Level II or Level III, if any, at the end of the period. Transfers between Level I and Level II generally relate to whether a market becomes active or inactive. Transfers between Level II and Level III generally relate to whether significant relevant observable inputs are available for the fair value measurements in their entirety.
The table below summarizes information about the significant unobservable inputs used in determining the fair value of the Level III assets and liabilities held by the Consolidated Funds at December 31, 2014:
Investment Type |
|
Fair Value as of |
|
Valuation Techniques |
|
Unobservable Inputs |
|
Range of |
|
Weighted |
| |
Investments of the Partnership |
|
|
|
|
|
|
|
|
|
|
| |
Investments in Limited Partnerships and Limited Liability Companies |
|
$ |
1,284 |
|
Last Financing (Greater than 12 months) |
|
N/A |
|
N/A |
|
N/A |
|
|
|
3,063 |
|
Last Financing (7 to 12 months) |
|
N/A |
|
N/A |
|
N/A |
| |
|
|
5,150 |
|
Last Financing (6 months or less) |
|
N/A |
|
N/A |
|
N/A |
| |
Total Investments in Limited Partnerships |
|
9,497 |
|
|
|
|
|
|
|
|
| |
Investments of the Consolidated Funds |
|
|
|
|
|
|
|
|
|
|
| |
Common Stock |
|
98,416 |
|
Discount to publicly traded security |
|
Current Discount |
|
8.30% |
|
|
| |
Common Stock |
|
39 |
|
Income ApproachDiscounted Cash Flow Analysis |
|
Best Estimate Barrels Per Million |
|
3,727 |
|
N/A |
| |
|
|
|
|
|
|
Value Per Barrel of Resource |
|
0.1 |
|
N/A |
| |
|
|
|
|
|
|
Discount Due to Dilution |
|
51% - 90% |
|
83% |
| |
Total Common Stock |
|
98,455 |
|
|
|
|
|
|
|
|
| |
Investment in Limited Partnership |
|
2,410,894 |
|
Discount to publicly traded security |
|
Current Discount |
|
0.68% |
|
|
| |
Preferred Units |
|
15,096 |
|
Market Approach |
|
Enterprise Value/EBITDA multiple |
|
6.8x |
|
|
| |
|
|
20,863 |
|
Market Approach |
|
Enterprise Value/Revenue multiple |
|
3.51x |
|
3.51x |
| |
|
|
30,757 |
|
Transaction Price(2) |
|
N/A |
|
N/A |
|
N/A |
| |
Total Preferred Units |
|
66,716 |
|
|
|
|
|
|
|
|
| |
Promissory Note |
|
9,994 |
|
Transaction Price(2) |
|
N/A |
|
N/A |
|
N/A |
| |
Investment in Private Operating CompanyClass A LLC Units |
|
1,150 |
|
Market Approach |
|
Enterprise Value/EBITDA multiple |
|
6.0x |
|
|
| |
KAYNE ANDERSON CAPITAL ADVISORS, L.P. AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Continued)
3. FAIR VALUE MEASUREMENTS (Continued)
Investment Type |
|
Fair Value as of |
|
Valuation Techniques |
|
Unobservable Inputs |
|
Range of |
|
Weighted |
| |
Investments in Real Estate Entities |
|
14,441 |
|
Discounted cash flow analysis |
|
Discount rate |
|
12.8% - 14.3% |
|
13% |
| |
|
|
|
|
Discounted cash flow analysis |
|
Exit cap rate |
|
6.8% - 8.0% |
|
7% |
| |
|
|
|
|
Discounted cash flow analysis |
|
DCF Terms (years) |
|
5 years |
|
5 years |
| |
|
|
2,072 |
|
Market Approach |
|
Contract offer |
|
N/A |
|
N/A |
| |
|
|
45,434 |
|
Market Approach |
|
Contract offer |
|
N/A |
|
N/A |
| |
Total Investments in Real Estate Entities |
|
61,947 |
|
|
|
|
|
|
|
|
| |
Preferred Stock |
|
2,559 |
|
Unadjusted broker quotes(1) |
|
N/A |
|
N/A |
|
N/A |
| |
Common Units |
|
6,546 |
|
Market Approach |
|
Enterprise Value/Revenue multiple |
|
3.41x - 21.13x |
|
9.63x |
| |
|
|
11,655 |
|
Market Approach |
|
Enterprise Value/Revenue multiple |
|
3.51x |
|
3.51x |
| |
Total Common Units |
|
18,201 |
|
|
|
|
|
|
|
|
| |
Notes |
|
3,582 |
|
Market Approach |
|
Enterprise Value/Revenue multiple |
|
2.25x - 21.13x |
|
7.69x |
| |
Warrants |
|
5,474 |
|
Market Approach |
|
Enterprise Value/Revenue multiple |
|
2.25x - 3.41x |
|
3.08x |
| |
|
|
|
|
Market Approach |
|
Fair Value of underlying equity unit |
|
$3.97 - $7,634 |
|
2,195 |
| |
|
|
1,917 |
|
Transaction Price(2) |
|
N/A |
|
N/A |
|
N/A |
| |
Total Warrants |
|
7,391 |
|
|
|
|
|
|
|
|
| |
Investments in Limited Liability Company |
|
6,294 |
|
Income ApproachDiscounted Cash Flow Analysis |
|
Discount rate |
|
10% |
|
N/A |
| |
|
|
|
|
|
|
Discount to wells not yet producing |
|
25% - 100% |
|
37% |
| |
|
|
16 |
|
Income Approach |
|
Potential litigation proceeds |
|
0.5 |
|
N/A |
| |
|
|
|
|
|
|
Remaining cash value |
|
N/A |
|
N/A |
| |
|
|
76 |
|
Market ApproachRecent transaction price |
|
Valuation Multiple |
|
50x |
|
N/A |
| |
|
|
|
|
Transaction Price(2) |
|
N/A |
|
N/A |
|
N/A |
| |
Total Investments in Limited Liability Company |
|
6,386 |
|
|
|
|
|
|
|
|
| |
Total Assets at Fair Value |
|
$ |
2,696,772 |
|
|
|
|
|
|
|
|
|
(1) Represents a price which is created by incorporating multiple broker quotes, where available.
(2) Certain investments are valued based on recent transactions, generally defined as investments purchased or sold within six months of the valuation date. The Partnership has determined that there has been no change to the valuation based on the underlying assumptions used at the closing of such transactions.
KAYNE ANDERSON CAPITAL ADVISORS, L.P. AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Continued)
3. FAIR VALUE MEASUREMENTS (Continued)
The table below summarizes information about the significant unobservable inputs used in determining the fair value of the Level III assets and liabilities held by the Consolidated Funds at December 31, 2013:
Investment Type |
|
Fair Value as of |
|
Valuation |
|
Unobservable |
|
Range of |
|
Weighted |
| |
Investments of the Partnership |
|
|
|
|
|
|
|
|
|
|
| |
Investments in Private Operating Companies |
|
$ |
1,500 |
|
Last Financing (Less than 6 months) |
|
N/A |
|
N/A |
|
N/A |
|
Investments of the Consolidated Funds |
|
|
|
|
|
|
|
|
|
|
| |
Common Stock |
|
38,025 |
|
Transaction Price(1) |
|
N/A |
|
N/A |
|
N/A |
| |
|
|
634 |
|
Market Approachtransaction price(1) |
|
Transaction price |
|
$14.12 - $18.83 |
|
$14.12 |
| |
|
|
138 |
|
Income ApproachDiscounted Cash Flow |
|
Discount to cash flows |
|
75% |
|
N/A |
| |
|
|
|
|
Market Approach |
|
Expected recovery |
|
0% |
|
N/A |
| |
Total Common Stock |
|
38,797 |
|
|
|
|
|
|
|
|
| |
Convertible Preferred Stock |
|
4,147 |
|
Transaction Price(1) |
|
N/A |
|
N/A |
|
N/A |
| |
Preferred Units |
|
14,066 |
|
Market Approach |
|
Enterprise Value/EBITDA multiple |
|
7.0x |
|
N/A |
| |
Promissory Notes |
|
394 |
|
Transaction Price(1) |
|
N/A |
|
N/A |
|
N/A |
| |
|
|
143 |
|
Market Approach |
|
Enterprise Value/EBITDA multiple |
|
7.0x |
|
N/A |
| |
Total Promissory Notes |
|
537 |
|
|
|
|
|
|
|
|
| |
Investment in Private Operating CompanyClass A LLC Units |
|
974 |
|
Market Approach |
|
Enterprise Value/EBITDA multiple |
|
5.0x |
|
N/A |
| |
Investments in Real Estate Entities |
|
48,382 |
|
Discounted cash flow analysis |
|
Discount rate |
|
9.0% - 14.0% |
|
N/A |
| |
|
|
|
|
Discounted cash flow analysis |
|
Exit cap rate |
|
6.0% - 8.0% |
|
N/A |
| |
|
|
2,888 |
|
Direct Capitalization Method |
|
Exit cap rate |
|
0.07 |
|
N/A |
| |
|
|
2,541 |
|
Market Approach |
|
Contract Offer |
|
N/A |
|
N/A |
| |
Total Investments in Real Estate Entities |
|
53,811 |
|
|
|
|
|
|
|
|
| |
KAYNE ANDERSON CAPITAL ADVISORS, L.P. AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Continued)
3. FAIR VALUE MEASUREMENTS (Continued)
Investment Type |
|
Fair Value as of |
|
Valuation |
|
Unobservable |
|
Range of |
|
Weighted |
| |
Preferred Stock |
|
11,216 |
|
Transaction Price(1) |
|
N/A |
|
N/A |
|
N/A |
| |
Warrants |
|
2,923 |
|
Market Approach |
|
Enterprise Value/Revenue multiple |
|
2.5x |
|
N/A |
| |
|
|
|
|
Market Approach |
|
Fair Value of underlying equity unit |
|
31.66 |
|
N/A |
| |
Total Warrants |
|
2,923 |
|
|
|
|
|
|
|
|
| |
Investments in Limited Liability Company |
|
18,875 |
|
Income Approach |
|
Discount Rate |
|
0.1 |
|
N/A |
| |
|
|
|
|
Discounted cash flow analysis |
|
Discount to wells not yet producing |
|
25% - 100% |
|
N/A |
| |
|
|
30,708 |
|
Market Approach |
|
Enterprise Value/EBTIDA multiple |
|
7.1x |
|
N/A |
| |
|
|
|
|
Market Approach |
|
Enterprise Value/Revenue multiple |
|
1.7x - 29.5x |
|
N/A |
| |
|
|
13,795 |
|
Market Approach |
|
Enterprise Value/EBITDA multiple |
|
7.5x |
|
N/A |
| |
|
|
57,036 |
|
Transaction Price(1) |
|
N/A |
|
N/A |
|
N/A |
| |
|
|
3,605 |
|
Transaction Price(1) |
|
N/A |
|
N/A |
|
N/A |
| |
Total Investments in Limited Liability Companies |
|
124,019 |
|
|
|
|
|
|
|
|
| |
Senior Secured Note |
|
3,000 |
|
Market Approach |
|
Enterprise Value/Revenue multiple |
|
2.5x |
|
N/A |
| |
|
|
|
|
Market Approach |
|
Covenant Compliance |
|
Compliant |
|
N/A |
| |
|
|
7,210 |
|
Transaction Price(1) |
|
N/A |
|
N/A |
|
N/A |
| |
Total Investments in Senior Secured Notes |
|
10,210 |
|
|
|
|
|
|
|
|
| |
Senior Subordinated Note |
|
18,889 |
|
Transaction Price(1) |
|
N/A |
|
N/A |
|
N/A |
| |
Total Assets at Fair Value |
|
$ |
281,089 |
|
|
|
|
|
|
|
|
|
(1) Certain investments are valued based on recent transactions, generally defined as investments purchased or sold within six months of the valuation date. The Partnership has determined that there has been no change to the valuation based on the underlying assumptions used at the closing of such transactions.
KAYNE ANDERSON CAPITAL ADVISORS, L.P. AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Continued)
3. FAIR VALUE MEASUREMENTS (Continued)
Certain investments of the Partnership are valued, as a practical expedient, utilizing the net asset valuation provided by an underlying private investment company, without adjustment, when the net asset valuation of the investment is calculated (or adjusted by the Partnership if necessary) in a manner consistent with U.S. GAAP for investment companies. Practical expedients are applied to these investments consistently with the Partnerships positions in these investments, unless it is probable that the Partnership will sell a portion of such investments at amounts different from the net asset valuation. If it is probable that the Partnership will sell these investments at amounts different from the net asset valuation or in other situations where practical expedients are not available, the Partnership considers other factors in addition to the net asset valuation, such as features of the investment, including subscription and redemption rights, expected discounted cash flows, transactions in the secondary market, bids received from potential buyers, and overall market conditions in its determination of fair value.
For investments valued using NAV per share, a summary of fair value by strategy type along with the remaining unfunded commitment and any redemption restrictions of such investments as of December 31, 2014 are presented below:
|
|
As of December 31, 2014 |
| ||||||||
|
|
(In thousands) |
| ||||||||
Strategy |
|
Fair Value |
|
Unfunded |
|
Redemption |
|
Redemption |
| ||
Controlled |
|
$ |
36,678 |
|
$ |
|
|
(1) |
|
n/a |
|
Energy Private Equity |
|
16,518 |
|
22,262 |
|
(1) |
|
n/a |
| ||
Growth Energy/Mezzanine |
|
750 |
|
189 |
|
(1) |
|
n/a |
| ||
Marketable Securities |
|
3,384 |
|
|
|
(2) |
|
10 - 60 days |
| ||
Middle Market Credit |
|
22,183 |
|
17,955 |
|
(1) |
|
n/a |
| ||
Municipal Opportunity |
|
3,104 |
|
4,077 |
|
(1) |
|
n/a |
| ||
Public Funds |
|
29,486 |
|
|
|
(3) |
|
n/a |
| ||
Specialty Real Estate |
|
598 |
|
263 |
|
(1) |
|
n/a |
| ||
Total investments in limited partnerships and limited liability companies measured at NAV |
|
$ |
112,701 |
|
$ |
44,746 |
|
|
|
|
|
Other investments not measured at NAV |
|
9,497 |
|
|
|
|
|
|
| ||
Total investments in limited partnerships and limited liability companies |
|
$ |
122,198 |
|
|
|
|
|
|
|
(1) This strategy includes several private equity funds that invest in a variety of sectors including energy, growth, middle market credit, and municipal opportunity. The fair values of the investments in this strategy have been estimated using the NAV of the Partnerships ownership interest within the investment. These investments generally cannot be redeemed unless approved by the general partner. Distributions from each investment are generally received as the underlying investments of these funds are liquidated or upon termination of the respective fund. The dates in which the underlying investments in these funds will be sold are unknown.
(2) This strategy includes hedge funds that hold a variety of investments including marketable securities. The fair values of the investments in this strategy have been estimated using the NAV of
KAYNE ANDERSON CAPITAL ADVISORS, L.P. AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Continued)
3. FAIR VALUE MEASUREMENTS (Continued)
the investments. Monthly and quarterly redemption restrictions within this strategy include lock-up periods ranging from 6 - 12 months and withdrawal notice requirements between 10 - 60 days prior to the date of redemption.
(3) This strategy includes public exchange traded funds and master limited partnerships. The fair values of the investments in this strategy have been estimated using the NAV of the investments. All outstanding shares of common stock are of the same class and have identical rights. Holders of common stock have no preference, conversion, exchange, sinking fund, redemption or appraisal rights and have no preemptive rights to subscribe for any securities. Shares of common stock are freely transferable, except where their transfer is restricted by federal and state securities laws or by contract. All shares of common stock have equal earnings, assets, distribution, liquidation and other rights.
For investments valued using NAV per share, a summary of fair value by strategy type along with the remaining unfunded commitment and any redemption restrictions of such investments as of December 31, 2013 are presented below:
|
|
As of December 31, 2013 |
| ||||||||
|
|
(In thousands) |
| ||||||||
Strategy |
|
Fair Value |
|
Unfunded |
|
Redemption |
|
Redemption |
| ||
Controlled |
|
$ |
11,328 |
|
$ |
|
|
(1) |
|
n/a |
|
Energy Private Equity |
|
27,553 |
|
24,431 |
|
(1) |
|
n/a |
| ||
Growth Energy/Mezzanine |
|
72 |
|
60 |
|
(1) |
|
n/a |
| ||
Marketable Securities |
|
2,878 |
|
|
|
(2) |
|
10 - 60 days |
| ||
Middle Market Credit |
|
11,451 |
|
4,999 |
|
(1) |
|
n/a |
| ||
Municipal Opportunity |
|
3,307 |
|
6,785 |
|
(1) |
|
n/a |
| ||
Public Funds |
|
27,207 |
|
|
|
(3) |
|
n/a |
| ||
Specialty Real Estate |
|
20 |
|
|
|
(1) |
|
n/a |
| ||
Total investments in limited partnerships and limited liability companies measured at NAV |
|
$ |
83,816 |
|
$ |
36,275 |
|
|
|
|
|
Other Investments Not Measured at NAV |
|
1,500 |
|
|
|
|
|
|
| ||
Total investments in limited partnerships and limited liability companies |
|
$ |
85,316 |
|
|
|
|
|
|
|
(1) This strategy includes several private equity funds that invest in a variety of sectors including energy, growth, middle market credit, and municipal opportunity. The fair values of the investments in this strategy have been estimated using the NAV of the Partnerships ownership interest within the investment. These investments generally cannot be redeemed unless approved by the general partner. Distributions from each investment are generally received as the underlying investments of these funds are liquidated or upon termination of the respective fund. The dates in which the underlying investments in these funds will be sold are unknown.
(2) This strategy includes hedge funds that hold a variety of investments including marketable securities. The fair values of the investments in this strategy have been estimated using the NAV of
KAYNE ANDERSON CAPITAL ADVISORS, L.P. AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Continued)
3. FAIR VALUE MEASUREMENTS (Continued)
the investments. Monthly and quarterly redemption restrictions within this strategy include lock-up periods ranging from 6 - 12 months and withdrawal notice requirements between 10 - 60 days prior to the date of redemption.
(3) This strategy includes public exchange traded funds and master limited partnerships. The fair values of the investments in this strategy have been estimated using the NAV of the investments. All outstanding shares of common stock are of the same class and have identical rights. Holders of common stock have no preference, conversion, exchange, sinking fund, redemption or appraisal rights and have no preemptive rights to subscribe for any securities. Shares of common stock are freely transferable, except where their transfer is restricted by federal and state securities laws or by contract. All shares of common stock have equal earnings, assets, distribution, liquidation and other rights.
The Consolidated Funds held warrants to purchase limited liability company units which were categorized as investments, at fair value of the Consolidated Funds per the Consolidated Statements of Financial Condition. At December 31, 2014 and December 31, 2013, the volume of the Consolidated Funds investment activities related to warrants to purchase limited liability company units based on their notional amounts and number of contracts, categorized by primary underlying risk, are as follows:
|
|
As of December 31, |
| ||||||||
|
|
2014 |
|
2013 |
| ||||||
|
|
(In thousands) |
| ||||||||
Primary Underlying Risk |
|
Notional |
|
Number of |
|
Notional |
|
Number of |
| ||
Equity Price |
|
|
|
|
|
|
|
|
| ||
Positions held long: |
|
|
|
|
|
|
|
|
| ||
Warrants to purchase limited liability company units |
|
$ |
2,933 |
|
2 |
|
$ |
4,164 |
|
1 |
|
(a) Notional amount for the warrants to purchase limited liability company units is based on the fair value of the underlying shares as if the warrants to purchase limited liability company units was exercised at the years ended December 31, 2014 and December 31, 2013 and it corresponds to the representative volume activity during the years ended December 31, 2014 and December 31, 2013.
The following table identifies the fair value amounts of the Consolidated Funds warrants to purchase limited liability company units included in the Consolidated Statements of Financial Condition, categorized by primary underlying risk, at December 31, 2014 and December 31, 2013. The following table also identifies the net realized gain (loss) and change in unrealized appreciation (depreciation) on investments in warrants to purchase limited liability company units included in the
KAYNE ANDERSON CAPITAL ADVISORS, L.P. AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Continued)
3. FAIR VALUE MEASUREMENTS (Continued)
Consolidated Statements of Operations, categorized by primary underlying risk, for the years ended December 31, 2014 and December 31, 2013:
|
|
For the Year Ended December 31, |
| ||||||||||||||||
|
|
2014 |
|
2013 |
| ||||||||||||||
|
|
(In thousands) |
| ||||||||||||||||
Primary Underlying Risk |
|
Fair Value |
|
Realized |
|
Net Change in |
|
Fair Value |
|
Realized |
|
Net Change in |
| ||||||
Equity Price |
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
Positions held long: |
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
Warrants to purchase limited liability company units |
|
$ |
5,819 |
|
$ |
|
|
$ |
979 |
|
$ |
2,923 |
|
$ |
|
|
$ |
8 |
|
4. DERIVATIVE FINANCIAL INSTRUMENTS
In the normal course of business, certain Consolidated Funds utilize derivative contracts in connection with their proprietary trading activities. Investments in derivative contracts are subject to additional risks that can result in a loss of all or part of an investment. Derivative activities and exposure to derivative contracts of the Consolidated Funds are classified by the following primary underlying risks: equity price and credit risks. In addition to its primary underlying risks, the Consolidated Funds are also subject to additional counterparty risk due to inability of their counterparties to meet the terms of their contracts.
The following is a description of the significant derivative instruments utilized by the Consolidated Funds during the reporting periods.
Options
The Consolidated Funds are subject to equity price risk in the normal course of pursuing their investment objectives. The Consolidated Funds may enter into options to speculate on the price movements of the financial instrument underlying the option, or for use as an economic hedge against certain equity positions held in the Consolidated Funds portfolio holdings.
Option contracts held long give the Consolidated Funds the right, but not the obligation, to buy or sell within a limited time, a financial instrument, commodity or currency at a contracted price that may also be settled in cash, based on differentials between specified indices or prices.
Option contracts held short may obligate the Consolidated Funds to buy or sell within a limited time, a financial instrument, commodity or currency at a contracted price that may also be settled in cash, based on differentials between specified indices or prices, and may expose the Consolidated Funds to market risk of an unfavorable change in the underlying financial instrument.
The Consolidated Funds are exposed to counterparty risk from the potential that a seller of an option contract does not sell or purchase the underlying asset as agreed under the terms of the option contract. The maximum risk of loss from counterparty risk to the Consolidated Funds is the fair value of the contracts and the premiums paid to purchase its open option contracts. The Consolidated Funds
KAYNE ANDERSON CAPITAL ADVISORS, L.P. AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Continued)
4. DERIVATIVE FINANCIAL INSTRUMENTS (Continued)
consider the credit risk of the intermediary counterparties to its option transactions in evaluating potential credit risk.
Warrants
The Consolidated Funds may purchase or receive warrants from portfolio companies upon an investment in the debt or equity of a company. The warrants provide the Consolidated Funds with exposure and potential gains upon equity appreciation of the portfolio companys share price. Warrants which are listed on major securities exchanges are valued at their last reported sales price as of the valuation date.
The value of a warrant has two components: time value and intrinsic value. A warrant has a limited life and expires on a certain date. As time to the expiration date of a warrant approaches, the time value of a warrant will decline. In addition, if the stock underlying the warrant declines in price, the intrinsic value of an in the money warrant will decline. Further, if the price of the stock underlying the warrant does not exceed the strike price of the warrant on the expiration date, the warrant will expire worthless. As a result, there is the potential for Consolidated Funds to lose their entire investment in a warrant.
The Consolidated Funds are exposed to counterparty risk from the potential failure of an issuer of warrants to settle its exercised warrants. The maximum risk of loss from counterparty risk to the Consolidated Funds includes the purchase price or assigned cost of the warrants. The Consolidated Funds consider the effects of counterparty risk when determining the fair value of their investments in warrants.
Fair Value and Exposure of Derivatives
The following tables list the average yearly notional amounts and number of contracts held at December 31, 2014 and December 31, 2013 categorized by primary underlying risk. The values in the
KAYNE ANDERSON CAPITAL ADVISORS, L.P. AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Continued)
4. DERIVATIVE FINANCIAL INSTRUMENTS (Continued)
tables below exclude the effects of cash received or posted pursuant to derivative contacts, and therefore are not representative of the Consolidated Funds net exposure.
|
|
As of December 31, 2014 |
| |||
|
|
(Notional amounts |
| |||
Primary Underlying Risk |
|
Notional |
|
Number of |
| |
Equity Price |
|
|
|
|
| |
Positions held long: |
|
|
|
|
| |
Call options |
|
$ |
52 |
|
13 |
|
Put options |
|
911 |
|
158 |
| |
Warrants |
|
845 |
|
25,250 |
| |
Positions held short: |
|
|
|
|
| |
Call options |
|
77 |
|
45 |
| |
Put options |
|
121 |
|
22 |
| |
(a) Notional amounts presented for options and warrants are yearly averages based on the fair value of the underlying shares at December 31, 2014.
|
|
As of December 31, 2013 |
| |||
|
|
(Notional amounts |
| |||
Primary Underlying Risk |
|
Notional |
|
Number of |
| |
Equity Price |
|
|
|
|
| |
Positions held long: |
|
|
|
|
| |
Warrants |
|
$ |
81 |
|
5,000 |
|
(a) Notional amounts presented for warrants are yearly averages based on the fair value of the underlying shares at December 31, 2013.
Impact of Derivatives on the Consolidated Statements of Financial Condition and Consolidated Statements of Operations
The Consolidated Funds are required to disclose the impact of offsetting assets and liabilities represented in the Consolidated Statements of Financial Condition to enable users of the financial statements to evaluate the effect or potential effect of netting arrangements on its financial condition for recognized assets and liabilities. These recognized assets and liabilities are financial instruments and derivative instruments that are either subject to an enforceable master netting arrangement or similar agreement or meet the following right of setoff criteria: the amounts owed by the Consolidated Funds to another party are determinable, the Consolidated Funds have the right to set off the amounts owed with the amounts owed by the other party, the Consolidated Funds intend to set off, and the Consolidated Funds right of setoff is enforceable at law. As of December 31, 2014 and December 31, 2013, the Consolidated Funds did not hold derivative instruments that are eligible for offset in the Consolidated Statements of Financial Condition.
KAYNE ANDERSON CAPITAL ADVISORS, L.P. AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Continued)
4. DERIVATIVE FINANCIAL INSTRUMENTS (Continued)
The following tables identify the fair value amounts of derivative instruments included in the Consolidated Statements of Financial Condition as derivative contracts, categorized by primary underlying risk, at December 31, 2014 and December 31, 2013. The following table also identifies the net realized gains (losses) and net change in unrealized appreciation (depreciation) on derivative contracts included in the Consolidated Statements of Operations for the years ended December 31, 2014 and December 31, 2013:
|
|
For the Year Ended December 31, 2014 |
| ||||||||||
|
|
(In thousands) |
| ||||||||||
Primary Underlying Risk |
|
Derivative Assets |
|
Derivative |
|
Realized Gain |
|
Net Change in |
| ||||
Equity Price |
|
|
|
|
|
|
|
|
| ||||
Call options |
|
$ |
38 |
|
$ |
19 |
|
$ |
(12 |
) |
$ |
(11 |
) |
Put options |
|
18 |
|
|
|
48 |
|
(48 |
) | ||||
Warrants |
|
534 |
|
|
|
|
|
33 |
| ||||
Total |
|
$ |
590 |
|
$ |
19 |
|
$ |
36 |
|
$ |
(26 |
) |
|
|
For the Year Ended December 31, 2013 |
| ||||||||||
|
|
(In thousands) |
| ||||||||||
Primary Underlying Risk |
|
Derivative Assets |
|
Derivative |
|
Realized Gain |
|
Net Change in |
| ||||
Equity Price |
|
|
|
|
|
|
|
|
| ||||
Warrants |
|
$ |
116 |
|
$ |
|
|
$ |
|
|
$ |
14 |
|
Total |
|
$ |
116 |
|
$ |
|
|
$ |
|
|
$ |
14 |
|
5. MANAGEMENT FEES AND PERFORMANCE ALLOCATIONS
Management fees earned by the Partnership for KACALP Funds and accounts with hedge fund-style fee arrangements generally range from 1% to 2%, annually, based on NAV of these Funds and accounts prior to the accrual of performance allocations. Management fees earned by the Partnership for KACALP Funds and accounts with private equity-style fee arrangements are generally 2% annually, based on the lower of investment cost or NAV of these Funds and accounts prior to the accrual of performance allocations or on the amount of capital committed to these Funds and accounts by its investors.
For KACALP Funds and accounts with hedge fund-style fee arrangements, performance allocations earned by the Partnership are generally 20% of all profits, subject to preferred returns as specified in the KACALP Funds advisory agreements.
For KACALP Funds and accounts with private equity-style fee arrangements, cumulative performance allocations earned by the Partnership are generally 20% of all profits, subject to the return of contributed capital amounts and preferred returns as specified in the KACALP Funds advisory agreements.
KAYNE ANDERSON CAPITAL ADVISORS, L.P. AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Continued)
5. MANAGEMENT FEES AND PERFORMANCE ALLOCATIONS (Continued)
The following tables represent the gross amounts of management fees and performance allocation earned by the Partnership prior to eliminations due to consolidation of the KACALP Funds and the net amount reported in the Partnerships Consolidated Statements of Operations for the years ended December 31, 2014 and December 31, 2013:
|
|
For the Year Ended December 31, 2014 |
| ||||
|
|
(In thousands) |
| ||||
|
|
Management Fees |
|
Performance Allocation Revenue |
| ||
Public Funds |
|
$ |
141,093 |
|
$ |
|
|
Energy Private Equity |
|
59,752 |
|
(25,380 |
) | ||
Marketable Securities |
|
39,078 |
|
22,957 |
| ||
Specialty Real Estate |
|
25,561 |
|
20,687 |
| ||
Controlled |
|
15,578 |
|
1,861 |
| ||
Middle Market Credit |
|
9,493 |
|
(13,022 |
) | ||
Growth Energy/Mezzanine |
|
4,537 |
|
7,771 |
| ||
Separately Managed Account |
|
2,450 |
|
(452 |
) | ||
Municipal Opportunity |
|
707 |
|
2,892 |
| ||
Total, Gross |
|
$ |
298,249 |
|
$ |
17,314 |
|
Eliminations |
|
(2,666 |
) |
(3,111 |
) | ||
Total, Net |
|
$ |
295,583 |
|
$ |
14,203 |
|
|
|
For the Year Ended December 31, 2013 |
| ||||
|
|
(In thousands) |
| ||||
|
|
Management Fees |
|
Performance Allocation Revenue |
| ||
Public Funds |
|
$ |
113,038 |
|
$ |
|
|
Energy Private Equity |
|
53,667 |
|
89,554 |
| ||
Marketable Securities |
|
30,921 |
|
136,500 |
| ||
Specialty Real Estate |
|
18,384 |
|
4,705 |
| ||
Controlled |
|
10,634 |
|
53,990 |
| ||
Middle Market Credit |
|
9,980 |
|
10,777 |
| ||
Growth Energy/Mezzanine |
|
3,953 |
|
1,127 |
| ||
Separately Managed Account |
|
1,228 |
|
2,218 |
| ||
Municipal Opportunity |
|
381 |
|
|
| ||
Total, Gross |
|
$ |
242,186 |
|
$ |
298,871 |
|
Eliminations |
|
(4,214 |
) |
(51,788 |
) | ||
Total, Net |
|
$ |
237,972 |
|
$ |
247,083 |
|
At December 31, 2014, approximately $20.9 million and $231.4 million were accrued for management fee income and performance allocation, respectively, and included in management and performance allocations receivable in the Consolidated Statements of Financial Condition. At December 31, 2013, approximately $18.3 million and $377.2 million were accrued for management fee income and performance allocation, respectively, and included in management and performance allocations receivable in the Consolidated Statements of Financial Condition. Accrued realized
KAYNE ANDERSON CAPITAL ADVISORS, L.P. AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Continued)
5. MANAGEMENT FEES AND PERFORMANCE ALLOCATIONS (Continued)
performance allocations as of December 31, 2014 and December 31, 2013 amounted to approximately $23.3 million and $140.9 million, respectively, prior to eliminations for the Consolidated Funds. Cumulative unrealized performance allocations as of December 31, 2014 and December 31, 2013 amounted to approximately $219.0 million and $243.7 million, respectively, prior to eliminations for the Consolidated Funds. For the years ended December 31, 2014 and December 31, 2013 the Partnership had a loss of approximately $37.6 million and a gain of approximately $26.5 million, respectively, related to unrealized performance allocations prior to eliminations.
In addition, included within the performance allocation revenue on the Consolidated Statements of Operations for the years ended December 31, 2014 and December 31, 2013, is approximately $0.3 million and $(0.6) million, respectively prior to eliminations, which relates to performance allocations charged to the earnings the Partnership receives from its limited partner investments in the Funds.
6. VARIABLE INTEREST ENTITIES
The Partnership consolidates certain VIEs in which it is determined that the Partnership is the primary beneficiary either directly or indirectly, through a consolidated entity or affiliate. These VIEs include certain private equity, real estate and hedge funds. The purpose of such VIEs is to provide strategy specific investment opportunities for investors generally in exchange for management and performance based fees. The investment strategies of the KACALP Funds differ by product; however, the fundamental risks of the KACALP Funds have similar characteristics, including loss of invested capital and loss of management fees and performance based fees. The Partnership does not provide performance guarantees and has no other financial obligation to provide funding to consolidated VIEs other than its own capital commitments. Additionally, the Partnership consolidates certain VIEs that serve as the investment manager and/or general partner of the KACALP Funds.
KAYNE ANDERSON CAPITAL ADVISORS, L.P. AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Continued)
6. VARIABLE INTEREST ENTITIES (Continued)
The following table presents the assets and liabilities of entities that are VIEs, and consolidated by the Partnership on a gross basis prior to eliminations due to consolidation at December 31, 2014 and December 31, 2013:
|
|
As of December 31, |
| ||||
|
|
2014 |
|
2013 |
| ||
|
|
(In thousands) |
| ||||
Assets |
|
|
|
|
| ||
Cash and cash equivalents |
|
$ |
24,653 |
|
$ |
12,201 |
|
Investments in securities, at fair value |
|
2,721,088 |
|
2,655,182 |
| ||
Due from brokers |
|
12,772 |
|
8,366 |
| ||
Derivative assets, at fair value |
|
590 |
|
116 |
| ||
Due from related parties |
|
1,239 |
|
1,277 |
| ||
Dividends and interest receivable |
|
281 |
|
20,763 |
| ||
Other assets |
|
748 |
|
684 |
| ||
Total Assets |
|
$ |
2,761,371 |
|
$ |
2,698,589 |
|
Liabilities |
|
|
|
|
| ||
Accounts payable, accrued expenses and other liabilities |
|
$ |
604 |
|
$ |
1,187 |
|
Due to brokers |
|
2,108 |
|
1,108 |
| ||
Due to related parties |
|
550 |
|
2,283 |
| ||
Securities sold short, at fair value |
|
12,741 |
|
8,365 |
| ||
Derivative liabilities, at fair value |
|
19 |
|
|
| ||
Loan payable |
|
663 |
|
938 |
| ||
Total Liabilities |
|
$ |
16,685 |
|
$ |
13,881 |
|
The assets presented in the table above belong to the investors in those entities, are available for use only by the entity to which they belong and are not available for use by the Partnership. The Consolidated Funds have no recourse to the general credit of the Partnership with respect to any liability.
The Partnership has a minimal direct entity ownership, if any, in the non-consolidated entities that are VIEs and its involvement is generally limited to providing asset management services. The Partnerships exposure to loss from these entities is limited to a decrease in accrued performance allocation, as well as any direct equity ownership in the VIEs. At December 31, 2014 and December 31, 2013, the net assets of these VIEs were approximately $16,542.6 million and $15,758.8 million, respectively. The Partnership does not provide, nor is it required to provide, any type of financial support to these entities. At December 31, 2014 and December 31, 2013, the Partnerships maximum exposure, inclusive of the Partnership limited partner investments and related deferred performance allocation, in relation to non- consolidated VIEs was approximately $58.5 million and $56.6 million, respectively.
7. DEBT OBLIGATIONS
The Partnership had a revolving line of credit of $90 million with City National Bank as of December 31, 2012. Under the revolving line of credit agreement, the Partnership has the ability for same day borrowing of up to $25.0 million (Swing Loan). On March 15, 2013, the third amendment increased the line from $90 million to $150 million. On August 20, 2014, the fourth amendment to the
KAYNE ANDERSON CAPITAL ADVISORS, L.P. AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Continued)
7. DEBT OBLIGATIONS (Continued)
agreement increased the line of credit from $150.0 million to $250.0 million. During the year ended December 31, 2014, interest was paid monthly at either the base rate (minimum interest of Prime Rate plus 0.25%) or LIBOR Rate (LIBOR plus 2.25%). During the year ended December 31, 2013, interest was paid monthly at either the base rate (minimum interest of Prime Rate plus 0.75%) or LIBOR Rate (LIBOR plus 2.75%). The Swing Loan is subject to the base rate. As part of the fourth amendment, the termination date was extended to August 18, 2017, and the guarantee by two partners of KACALP was removed at the full extent of the outstanding unpaid balance as designated in the third amendment.
As of December 31, 2014 and December 31, 2013, the Partnership has drawn down approximately $89.1 million and $59.1 million, respectively, on this line of credit, which was subject to an interest rate of 2.44% and 2.94%, respectively. The carrying value of the Partnerships outstanding debt at December 31, 2014 and December 31, 2013 approximates fair value. The unamortized loan origination fee balance related to this line of credit as of December 31, 2014 and December 31, 2013 was approximately $1.6 million and $0.4 million, respectively.
The Partnership also established a letter of credit in 2010 for $0.2 million in lieu of a security deposit for the New York lease expiring in 2020. This letter of credit is available to the leasing agent should the Partnership default on its lease payments. No funds have been drawn on this letter of credit as of December 31, 2014 and December 31, 2013.
Consolidated Funds Loan Payable
On June 27, 2013, REIT entered into a promissory note agreement (the Note) with Keybank, N.A. for the purpose of providing liquidity to one of the REITs wholly-owned investments. The Note matures at the earlier of June 30, 2016, or the closing date of the sale of the wholly-owned investment. Interest is accrued at the daily LIBOR rate plus 2.5% on the outstanding principal balance. At December 31, 2014 and December 31, 2013, the amount of the loan outstanding was approximately $0.7 million and $0.9 million and was included within loan payable within the Consolidated Statements of Financial Condition.
8. PROPERTY, EQUIPMENT AND LEASEHOLD IMPROVEMENTS
The major classes of depreciable assets for the years ended December 31, 2014 and December 31, 2013 are as follows:
|
|
As of December 31, |
| ||||
|
|
2014 |
|
2013 |
| ||
|
|
(In thousands) |
| ||||
Furniture and fixtures |
|
$ |
8,510 |
|
$ |
7,800 |
|
Software |
|
2,729 |
|
1,871 |
| ||
Leasehold improvements |
|
8,552 |
|
7,826 |
| ||
Corporate Aircrafts |
|
27,337 |
|
25,975 |
| ||
Property, equipment, and leasehold improvements, at cost |
|
$ |
47,128 |
|
$ |
43,472 |
|
Less accumulated depreciation |
|
(8,631 |
) |
(5,252 |
) | ||
Property, equipment, and leasehold improvements, net |
|
$ |
38,497 |
|
$ |
38,220 |
|
For the years ended December 31, 2014 and December 31, 2013, depreciation expense was approximately $4.3 million and $3.5 million, respectively, which is included in general, administration, and other expenses in the Consolidated Statements of Operations.
KAYNE ANDERSON CAPITAL ADVISORS, L.P. AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Continued)
9. COMMITMENTS AND CONTINGENCIES
Commitments
Lease Obligations
The Partnership has lease agreements for the rental of office facilities in various U.S. states. These lease agreements expire in various years. As of December 31, 2014, lease expiration dates ranged from 2015 to 2024. As of December 31, 2013, lease expirations ranged from 2014 to 2024. The rental expense by the Partnership for the years ended December 31, 2014 and December 31, 2013 was approximately $3.6 million and $2.8 million, respectively.
Future minimum lease payments as of December 31, 2014 are as follows:
|
|
Operating Leases |
| |
|
|
(In thousands) |
| |
Period |
|
|
| |
2015 |
|
$ |
3,103 |
|
2016 |
|
3,359 |
| |
2017 |
|
3,441 |
| |
2018 |
|
3,343 |
| |
2019 |
|
3,388 |
| |
Thereafter |
|
8,263 |
| |
Total Minimum Lease Payments |
|
$ |
24,897 |
|
Investment Commitments
As of December 31, 2014, the Partnership had aggregate unfunded commitments of approximately $44.7 million and $1.4 million to non-consolidated KACALP Funds and Consolidated Funds, respectively. As of December 31, 2013, the Partnership had aggregate unfunded commitments of approximately $36.3 million and $20.9 million to non-consolidated KACALP Funds and Consolidated Funds, respectively.
Contingencies
Litigation
From time to time, the Partnership may become involved in various claims and legal actions arising in the ordinary course of business. In August 2014, a publication company filed a complaint in the U.S. District Court against KACALP and a subsidiary for copyright infringement. The Partnership believes it to be probable that the outcome of the case will be unfavorable. As such, the Partnership has accrued an expected settlement amount of approximately $0.4 million in accounts payable and accrued expenses within the Consolidated Statements of Financial Condition as of December 31, 2014. Management is not aware of any other contingencies that would require accrual or disclosure in the financial statements at December 31, 2014. Further, management is not aware of any contingencies that would require accrual or disclosure in the financial statements at December 31, 2013.
KAYNE ANDERSON CAPITAL ADVISORS, L.P. AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Continued)
9. COMMITMENTS AND CONTINGENCIES (Continued)
Indemnification Arrangements
In the normal course of business, the Partnership enters into contracts and arrangements that contain a variety of representations and warranties and which provide general indemnifications. The Partnerships maximum exposure under these arrangements is unknown, as this would involve future claims against the Partnership that have not yet occurred. The Partnership expects the risk of any future obligations under these indemnifications to be remote.
Claw-back
If the KACALP Funds were liquidated at their then current fair values as of December 31, 2014, the amount of the claw-back would be approximately $12.9 million, net of tax, related to the Kayne Anderson Mezzanine Partners Funds. For the year ended December 31, 2014, the Partnership accrued the potential claw-back amount as a reduction of performance allocation revenue and the claw-back amount is reported in performance allocation payable on the Consolidated Statements of Financial Condition. As of December 31, 2013, no amounts were accrued for potential claw-back if all funds were liquidated at their then current fair values.
If, as of December 31, 2014 and December 31, 2013, all of the investments held by KACALP Funds were deemed worthless, the amount of realized and distributed performance allocation subject to potential claw-back would be approximately $22.8 million and $18.9 million, respectively, on an after-tax basis where applicable. The December 31, 2014 potential claw back amount includes approximately $12.9 million related to the accrual for Kayne Anderson Mezzanine Partners Funds as described above. The amount of realized and unrealized performance allocation subject to reversal would be approximately $231.4 million and $239.9 million, respectively, on an after-tax basis where applicable.
Under separate agreements with certain key employees of the Partnership, the realized performance allocations are shared between the Partnership and the key employees. The related performance allocation expense, including adjustments for claw-backs, is recognized as compensation expense in conjunction with the recognition of the related performance allocation revenue and until paid, is recognized as a component of compensation payable. Such compensation expense is subject to both positive and negative adjustments. Accordingly, upon any reversal of performance allocation revenue, including claw-back amounts, the related compensation expense is also reversed. As a result, the net exposure to the Partnership may be less than the total claw-back amount.
Risk and Uncertainties
The Partnership and KACALP Funds seek investment opportunities that offer the possibility of attaining substantial capital appreciation. Certain events particular to each industry in which the underlying investees conduct their operations, as well as general economic conditions, may have a significant negative impact on the Partnerships investments and profitability. Such events are beyond the Partnerships control, and the likelihood that they may occur and the effect on the Partnership cannot be predicted.
Furthermore, certain investments of the Partnership and KACALP Funds are made in private companies and there are generally no public markets for the underlying securities at the current time. The ability of the Partnership and KACALP Funds to liquidate their publicly-traded investments is
KAYNE ANDERSON CAPITAL ADVISORS, L.P. AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Continued)
9. COMMITMENTS AND CONTINGENCIES (Continued)
often subject to limitations, including discounts that may be required to be taken on quoted prices due to the number of shares being sold. The ability of the Partnership and KACALP Funds to liquidate their investments and realize value is subject to significant limitations and uncertainties, including among others currency fluctuations and natural disasters.
The KACALP Funds invest in securities of non-U.S. issuers and in other financial instruments denominated in various currencies. The KACALP Funds are exposed to risks that the exchange rate of the U.S. dollar relative to other currencies may change in a manner that has an adverse effect on the reported value of the KACALP Funds assets and liabilities denominated in currencies other than the U.S. dollar.
Additionally, the Partnership and KACALP Funds encounter credit risk. Credit risk is the risk of default by a counterparty in the Partnerships investments in debt securities, loans, leases and derivatives that result from a borrowers, lessees or derivative counterpartys inability or unwillingness to make required or expected payments.
KAFUs investment in Plains AAP, L.P. is valued at approximately $2,410.9 million and represents approximately 89% of investments, at fair value of the Consolidated Funds as of December 31, 2014. KAFUs investment in Plains AAP, L.P. is valued at approximately $2,341.5 million and represents approximately 88% of investments, at fair value of the Consolidated Funds as of December 31, 2013. Plains AAP, L.P. is considered significant by the Partnership and is concentrated in the energy sector. The focus of KAFUs investment within the energy sector may present more risks than if the KAFUs portfolio were broadly diversified across numerous investments and sectors of the economy. A downturn in the energy sector would have a larger impact on KAFU than on another investment vehicle that does not focus on the energy sector. The performance of securities in the energy sector may lag the performance of other industries or the broader market as a whole.
10. RELATED PARTY TRANSACTIONS
The Partnership earns principally all of its management fees and performance allocation revenue from the KACALP Funds, which are considered related parties as the Partnership manages the operations of, and makes investment decisions for these funds. Management fees and performance allocations are calculated under agreements between the Partnership and each of the KACALP Funds. The Partnership considers its principals, executives, employees and all KACALP Funds to be affiliates and related parties.
The Partnership provides management services to the KACALP Funds (of which the Partnership is either the general partner or the managing partner) and, prior to eliminations, received management fees of approximately $298.3 million and earned performance allocations of approximately $17.3 million for the year ended December 31, 2014. During the year ended December 31, 2013, prior to eliminations, the Partnership received management fees of approximately $242.2 million and earned performance allocations of approximately $298.9 million. Approximately $141.1 million and $113.0 million of management fees earned for the years ended December 31, 2014 and December 31, 2013, respectively, was recognized from fees charged to the following publicly traded KACALP Funds: Kayne Anderson MLP Investment Co., Kayne Anderson Energy Total Return Fund Inc., Kayne Anderson Energy Development Co., and Kayne Anderson Midstream/Energy Fund, Inc.
KAYNE ANDERSON CAPITAL ADVISORS, L.P. AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Continued)
10. RELATED PARTY TRANSACTIONS (Continued)
From time to time, the Partnership may waive management fees of certain limited partners. The amount waived for such limited partners cannot be recouped by the Partnership.
The Partnership provides accounting services to the KACALP Funds (for which the Partnership is either the general partner or managing member) and received accounting fees of approximately $0.5 million and $0.4 million for the years ended December 31, 2014 and December 31, 2013, respectively. Also, the Partnership was reimbursed by the KACALP Funds for legal, project management and administrative services provided of approximately $2.6 million and $1.7 million for the years ended December 31, 2014 and December 31, 2013, respectively.
As of December 31, 2014 and December 31, 2013, included in other assets in the Consolidated Statements of Financial Condition are loans and advances made to employees and partners of approximately $19.4 million and $12.7 million, respectively.
As of December 31, 2014 and December 31, 2013, included within investments in securities at fair value are investments in affiliated exchange traded funds and master limited partnerships with a cost of approximately $0.3 million and $0.6 million and a fair value of approximately $0.4 million and $0.7 million, respectively.
In the normal course of business, the Partnership incurs various operating, travel, legal, and other research-related expenditures on behalf of the KACALP Funds. The allocation of these expenses to the appropriate KACALP Funds, including occasional reimbursements arising from payment adjustments, results in the establishment of receivables and payables with these related entities. As of December 31, 2014 and December 31, 2013, these amounts are included in the respective due to related parties and due from related parties line items within the Consolidated Statements of Financial Condition.
As of December 31, 2014 and December 31, 2013, the Partnership owned two corporate aircrafts for the exclusive use of the Partnership and its owners. Additionally, as of December 31, 2013, the Partnership owned fractional shares of one corporate aircraft and during 2014 purchased fractional shares of another corporate aircraft. Both aircraft for which the Partnership owned fractional shares are from time to time used for personal use. For the years ended December 31, 2014 and December 31, 2013, the Partnership was reimbursed in the amount of approximately $0.8 million and $0.3 million, respectively, for personal use of the airplane based on market rates.
Related Party Transactions of Consolidated Funds
Certain limited partners of the Consolidated Funds are affiliated with the Partnership. The aggregate value of the affiliated limited partners share of partners capital amounts is approximately $132.7 million and $1,403.1 million as of December 31, 2014 and December 31, 2013, respectively.
On June 1, 2014, Kayne Anderson Non-Traditional Investments, L.P. (KANTI) and KANTI (QP), L.P. (KANTIQP), two affiliated funds managed by the Partnership, made in-kind capital contributions to the Kayne Event-Driven Fund, L.P. in the form of securities. The market value of the in-kind securities contributed from KANTI and KANTIQP to the Kayne Event-Driven Fund, L.P. was approximately $6.8 million and $23.6 million, respectively.
During 2014, the Partnership purchased approximately $0.5 million of affiliated limited partners capital commitments and all related rights and equity interests of certain KACALP Funds at an amount other than the NAV as of the purchase date. Further the Partnership sold approximately $6.7 million of
KAYNE ANDERSON CAPITAL ADVISORS, L.P. AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Continued)
10. RELATED PARTY TRANSACTIONS (Continued)
its interest, including capital commitments and all related rights and equity interests, to affiliates at amount other than the NAV as of the sale date. As a result of these transactions, the Partnership recorded a net realized loss of approximately $0.2 million for the year ended December 31, 2014 due to the difference between the transaction price and NAV.
During 2013, the Partnership purchased approximately $0.03 million of affiliated limited partners capital commitments and all related rights and equity interests of certain KACALP Funds at an amount other than the NAV as of the purchase date. Further the Partnership sold approximately $20.5 million of its interest, including capital commitments and all related rights and equity interests, to affiliates at amount other than the NAV as of the sale date. As a result of these transactions, the Partnership recorded a net realized loss of approximately $0.01 million for the year ended December 31, 2013 due to the difference between the transaction price and NAV.
At December 31, 2014 and December 31, 2013, KAREP had a due from affiliate balance of approximately $0.7 million and $0.9 million for a loan borrowed by KAREPs affiliated subsidiary. As discussed in Note 7, this amount is financed by a promissory note entered into between KAREP and Keybank, N.A. This amount is included as loan payable within the Consolidated Statements of Financial Condition. See Note 7 for further information regarding the loan.
11. COMPENSATION AND BENEFITS
Partnership Units at KACALP
KACALP issues units to key members of the Partnership as a way to retain and enhance the value of the Partnership. As of December 31, 2014, KACALP has Class A, B, C, D, and E units issued and outstanding, where the Class E units represent the residual interests in the Partnership. Classes A, B and C that were granted to employees were fully vested prior to January 1, 2013. The issuance of KACALP equity units and determination of whether or not employees will receive permanent equity interests for prospective classes of KACALP units is at the discretion of the general partner of KACALP.
KACALP grants equity-based compensation in the form of limited partnership units. KACALP granted equity-based compensation for the year ended December 31, 2014 in the form of Class D units. Prior to January 1, 2014, Class D units represented the residual profit sharing interests in the Partnership and were not considered to be a substantive class of equity and as such, any compensation paid to employees was considered to be profit sharing arrangements. For the year ended December 31, 2013, amounts due to employees were accrued for as employee compensation expense. Compensation expense related to Class D units was approximately $22.8 million.
In 2014, KACALP modified all of the outstanding Class D units pursuant to the KACALP Seventh Amended and Restated Limited Partnership Agreement, effectively creating a substantive class of equity under U.S. GAAP where the Class D unit holders are entitled to a preferred return, compounded annually, and a stated liquidation preference. Distributions of the preferred return to Class D holders following the modification continue to be subordinate to Class A, B, and C preferred returns, as is their liquidation preference. Following the modification, employees holding the Class D units are entitled to the rights of a unit holder in perpetuity and will continue to retain such units and rights to future cash flows upon any termination events.
KAYNE ANDERSON CAPITAL ADVISORS, L.P. AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Continued)
11. COMPENSATION AND BENEFITS (Continued)
Following the modification, KACALP has 1,000 Class D units issued and outstanding, 250 of which were granted to key employees, the remaining 750 units were retained by KACALP majority holders. KACALP recognized total compensation expense for the Class D units in of approximately $47.9 million. The Class D units granted were fully vested on the grant date and did not require any future service or performance requirements. The grant date fair value of the Class D units are calculated based on the net present value of contractual cash flows, adjusted for lack of marketability and liquidity restrictions. All key assumptions used to determine the contractual cash flows, discount rate, and adjustment for marketability and liquidation restrictions are subject to significant judgment. Contractual cash flows are based on the Class D preferred returns and the Class D liquidation preference, taking into considerations exit probabilities over the next ten years, discounted at 10%. The Partnership then applied a discount rate of 15% to the net present value of those cash flows for lack of marketability and liquidity restrictions.
Effective January 1, 2014, KACALP issued new Class E partnership units to senior management and certain employees. As of December 31, 2014, there were 1,000 Class E units issued and outstanding. Class E units are not considered to be a substantive class of equity and as such, are considered profit sharing arrangements under U.S. GAAP. The related cash payments to employees are accrued for as employee compensation expense in the performance year. Allocations from the Class E pool may change from year to year at the discretion of the general partner. For the year ended December 31, 2014, compensation expense related to Class E units was approximately $2.2 million. Class E units allocated to employees will continue to be classified as profit sharing arrangements until the next class of units are issued at the sole discretion of the general partner.
Equity Interests at KA Fund Advisors, LLC
KACALP issues equity interests to key members of its subsidiary management companies as a way to retain employees and enhance the value of the Partnership. In 2014, KACALP amended the KA Fund Advisors, LLC (KAFA), a subsidiary of KACALP in which KACALP holds a controlling interest, operating agreement and created Class A, B, and C equity interests in KAFA. The KAFA Amended and Restated Agreement was signed on September 10, 2014 and was retrospectively applied to January 1, 2014. Prior to such amendment, KACALP owned 100% of the membership interests in KAFA and any allocations made to employees are considered to be profit sharing arrangements under U.S. GAAP. In accordance with the KAFA Amended and Restated Agreement, KACALP granted Class B and C interests to key employees of KAFA, where Class C represents the residual interests in KAFA on September 10, 2014.
KACALP issued and retained 1,000 units of Class A interests and granted 1,000 units of Class B interests to the key employees. KACALP issued 1,000 units of Class C interests, of which 560.9 units were retained by KACALP and 439.1 units were granted to the key employees. Out of the 439.1 units of Class C interests granted to employees, 421.7 units were considered to be substantive equity and 17.4 units were considered to be profit sharing arrangements under U.S. GAAP as the employees holding the 17.4 units will not be able to retain such units upon any termination events.
Class B interests granted did not have any vesting provisions and as such, Class B interests were immediately vested on the grant date. The fair value of such awards have been determined on the grant date and expensed. The aggregate grant date fair value of the 1,000 units of Class B interests granted to employees was approximately $337.7 million. Employees with Class B vested interests are
KAYNE ANDERSON CAPITAL ADVISORS, L.P. AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Continued)
11. COMPENSATION AND BENEFITS (Continued)
entitled to the rights of a member of KAFA in perpetuity, including participation in future cash flows unless such employee is terminated for cause.
Class C interests granted have vesting provisions based on tenure at the Partnership and as such, a portion of the Class C interests did not require future service or performance requirement. The portion that did not require future service or performance requirement was immediately vested on the grant date. The fair value of such awards have been determined on the grant date and expensed. Class C interests that were not fully vested upon grant date are being amortized over the respective vesting periods. The aggregate grant date fair value of the 421.7 equity units of Class C interests granted to employees were approximately $149.5 million. Employees with Class C vested interests are entitled to the rights of a member of KAFA in perpetuity, including participation in future cash flows unless such employee is terminated for cause.
The grant date fair value of the Class B and C interests are calculated based on the net present value of contractual cash flows, adjusted for lack of marketability and liquidity restrictions. All key assumptions are subject to significant judgment. The determination of contractual cash flows takes into consideration preferred returns for each specific class of shares, revenue growth rates, and enterprise multiples. Discount rates are then applied to the contractual cash flows to account for the volatility of KAFAs earnings attributable to the class. A further discount is then applied to the net present value of the cash flows to reflect the lack of marketability and liquidity restrictions.
Discount rates are applied to the contractual cash flows to reflect the volatility of the KAFAs earnings. Significant inputs for each of the classes are as follows:
Significant Inputs |
|
Class B |
|
Class C |
Contractual cash flows |
|
7% preferred return |
|
Residual |
Discount Rate of cash flows |
|
10% |
|
15% |
Marketability and liquidity discount |
|
15% |
|
25% |
Growth Rate of earnings |
|
5% |
|
5% |
Terminal value EBITDA multiples |
|
8 - 10x |
|
8 - 10x |
For the year-ended December 31, 2014, the Partnership recognized total compensation expense for the KAFA Class B and C interests of approximately $337.7 and $127.4 million, respectively, based on the grant date fair value and fully vested interests. Class B interests were fully vested as of the grant date. The approximate number of units and the corresponding fair value of the vested and unvested Class C interests are as follows:
|
|
Class C |
| |||
|
|
(In millions) |
| |||
|
|
No. of units |
|
Amount |
| |
Granted during the year |
|
421.7 units |
|
$ |
149.5 |
|
Vested upon grant date |
|
349.8 units |
|
124.0 |
| |
Vested during the year |
|
9.6 units |
|
3.4 |
| |
Balance at December 31, 2014 |
|
62.4 units |
|
22.1 |
| |
KAYNE ANDERSON CAPITAL ADVISORS, L.P. AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Continued)
11. COMPENSATION AND BENEFITS (Continued)
The approximate remaining unamortized compensation amounts to be vested for Class C interests, all of which are expected to vest by 2018, are as follows:
|
|
Class C |
| |||
|
|
(In millions) |
| |||
|
|
No. of units |
|
Amount |
| |
Expected to vest in 2015 |
|
38.2 units |
|
$ |
13.5 |
|
Expected to vest in 2016 |
|
22.6 units |
|
8.0 |
| |
Expected to vest thereafter |
|
1.6 units |
|
0.6 |
| |
KACALP did not estimate any forfeitures as the equity-based compensation awards are granted to key members of KAFA with employment tenures of approximately ten years or greater. Additionally, Class B and C members are subject to consulting and customary non-compete clauses that are outlined within the KAFA operating agreement. Any violations of the clauses pursuant the agreement will result in forfeiture of a portion or all of the vested interests.
Class C interests also include a profit sharing component that entitles certain members of KAFA to annual cash flow based on KAFAs earnings during their employment with KACALP. Compensation expense for the profit sharing arrangements is recognized in the period to which the earnings relate. For the year ended December 31, 2014, compensation expense relating to the profit sharing portion of Class C interests was approximately $2.1 million.
Prior to the grant of Class B and C interests in KAFA, KACALP had outstanding obligations to key members of KAFA, providing them with post-termination cash flows from fees earned by KACALP in its capacity as investment advisor to certain funds managed by KAFA. The post-employment benefits were fully vested prior to December 31, 2012, allowing the employees to participate in fees earned by KACALP until KACALP is replaced as the investment advisor of such Funds. As of December 31, 2013 and December 31, 2012, the Partnership recorded a liability of approximately $83.9 million and $67.7 million respectively, included in compensation payable in the Consolidated Statements of Financial Condition. For the year ended December 31, 2013, the Partnership recorded compensation expense of $16.2 million for the changes in the fair value of the post-termination cash flow. The Partnership uses a similar valuation approach to the one described above for the Class B and C interests using a discount rate of 7%.
In connection with the KAFA grant, employees holding the post-employment benefits were required to relinquish their rights in order to receive Class B and C equity interests in KAFA during the year. As such, the compensation payable as of December 31, 2013 was reversed and recorded as a reduction in equity-based compensation expense within the Consolidated Statements of Operations as of December 31, 2014.
Management Fees
Under separate arrangements, management fees in excess of the operating expenses of the respective management companies are allocated between KACALP and the managing partners. The amounts allocated to the managing partners are accounted for as profit sharing arrangements and included within compensation expenses in the performance year. For the years ended December 31, 2014 and December 31, 2013, expenses related to management fees are approximately $29.4 million and $64.4 million, respectively.
KAYNE ANDERSON CAPITAL ADVISORS, L.P. AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Continued)
11. COMPENSATION AND BENEFITS (Continued)
Performance Allocations
Performance allocations that are due to employees, senior professionals, and operating executives are recorded in a manner consistent with how performance allocations are recognized. These amounts are accounted for as compensation expense in conjunction with the related performance allocation revenue and, until paid, are recognized as a component of accrued compensation payable. Compensation relating to performance allocations is paid when the related performance allocations are realized, and not when such performance allocations are accrued. Performance allocations to employees, senior professionals and operating executives by the Partnership vary from Fund to Fund. Therefore, for any given period, the ratio of performance allocations compensation to performance allocations revenue may vary based on the Funds generating the performance allocations revenue for that period and their particular allocation percentages. For the years ended December 31, 2014 and December 31, 2013, expenses related to performance allocations were approximately $5.0 million and $119.4 million, respectively.
Grant of KAFU Holdings, LP interests
For the year ended December 31, 2014, KACALP granted partnership interests in KAFU Holdings, LP (KAFU) to KACALP Class D owners in proportion to their Class D units as a way to facilitate the payment of previously earned carried interest from an affiliated Fund. The grant was in the form of an in-kind distribution of existing KACALP ownership interests in KAFU. KACALP recognized total compensation expense for the KAFU limited partnership units granted to employees of $25.9 million and the amount is included in compensation and benefits within the Consolidated Statements of Financial Conditions. The grant date fair value of the KAFU units was obtained from the net asset value of the fund on the grant date. The KAFU units granted were fully vested on the grant date and did not require any future service or performance requirements.
12. EMPLOYEE BENEFIT PLAN
The Partnership maintains an employee retirement plan under which employees may defer a portion of their annual compensation, pursuant to Section 401(k) of the Internal Revenue Code. Employees are eligible to participate in the Kayne Anderson Capital Advisors 401(K) Plan (the Plan) at the beginning of any month after 90 days of employment. The Partnership makes contributions in accordance with the plan document. The Partnership incurred approximately $3.2 and $3.0 million of contributions to the plan for the year ended December 31, 2014 and December 31, 2013, respectively.
13. SUBSEQUENT EVENTS
The Partnership has evaluated the possibility of subsequent events existing in the Partnerships consolidated financial statements through July 23, 2015, the date of issuance. From January 1, 2015 through July 23, 2015, the Partnership paid capital distributions of approximately $82.5 million.
14. SUPPLEMENTAL FINANCIAL INFORMATION
The following supplemental financial information illustrates the consolidating effects of the Consolidated Funds on the Partnerships financial condition at December 31, 2014, and results of operations for the year ended December 31, 2014:
KAYNE ANDERSON CAPITAL ADVISORS, L.P. AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Continued)
14. SUPPLEMENTAL FINANCIAL INFORMATION (Continued)
Consolidated Statement of Financial Condition
|
|
As of December 31, 2014 |
| ||||||||||
|
|
(In thousands) |
| ||||||||||
|
|
Partnership |
|
Consolidated |
|
Eliminations |
|
Consolidated |
| ||||
Assets |
|
|
|
|
|
|
|
|
| ||||
Cash |
|
$ |
25,266 |
|
$ |
|
|
$ |
|
|
$ |
25,266 |
|
Investments in securities, at fair value |
|
793 |
|
|
|
|
|
793 |
| ||||
Investments in limited partnerships and limited liability companies |
|
150,147 |
|
|
|
(27,949 |
) |
122,198 |
| ||||
Management and performance allocation receivable |
|
263,200 |
|
|
|
(10,881 |
) |
252,319 |
| ||||
Due from related parties |
|
15,174 |
|
|
|
(2,483 |
) |
12,691 |
| ||||
Other assets |
|
28,991 |
|
|
|
(115 |
) |
28,876 |
| ||||
Property, equipment and leasehold improvements, net of accumulated depreciation and amortization |
|
38,497 |
|
|
|
|
|
38,497 |
| ||||
Assets of Consolidated Funds: |
|
|
|
|
|
|
|
|
| ||||
Investments, at fair value |
|
|
|
2,721,088 |
|
|
|
2,721,088 |
| ||||
Cash and cash equivalents |
|
|
|
24,653 |
|
|
|
24,653 |
| ||||
Due from brokers |
|
|
|
12,772 |
|
|
|
12,772 |
| ||||
Derivative assets, at fair value |
|
|
|
590 |
|
|
|
590 |
| ||||
Due from related parties |
|
|
|
1,239 |
|
|
|
1,239 |
| ||||
Dividends and interest receivable |
|
|
|
281 |
|
|
|
281 |
| ||||
Other assets |
|
|
|
748 |
|
|
|
748 |
| ||||
Total assets |
|
$ |
522,068 |
|
$ |
2,761,371 |
|
$ |
(41,428 |
) |
$ |
3,242,011 |
|
Liabilities, redeemable non-controlling interests and partners capital |
|
|
|
|
|
|
|
|
| ||||
Liabilities |
|
|
|
|
|
|
|
|
| ||||
Accounts payable, accrued expenses and other liabilities |
|
$ |
55,276 |
|
$ |
|
|
$ |
|
|
$ |
55,276 |
|
Due to related parties |
|
440 |
|
|
|
|
|
440 |
| ||||
Revolving line of credit |
|
89,083 |
|
|
|
|
|
89,083 |
| ||||
Compensation payable |
|
129,669 |
|
|
|
|
|
129,669 |
| ||||
Performance allocation payable |
|
12,872 |
|
|
|
|
|
12,872 |
| ||||
Liabilities of Consolidated Funds: |
|
|
|
|
|
|
|
|
| ||||
Accounts payable, accrued expenses and other liabilities |
|
|
|
604 |
|
|
|
604 |
| ||||
Due to brokers |
|
|
|
2,108 |
|
|
|
2,108 |
| ||||
Due to related parties |
|
|
|
3,564 |
|
(3,014 |
) |
550 |
| ||||
Securities sold short, at fair value |
|
|
|
12,741 |
|
|
|
12,741 |
| ||||
Derivative liabilities, at fair value |
|
|
|
19 |
|
|
|
19 |
| ||||
Loan payable |
|
|
|
663 |
|
|
|
663 |
| ||||
Total liabilities |
|
$ |
287,340 |
|
$ |
19,699 |
|
$ |
(3,014 |
) |
$ |
304,025 |
|
Redeemable non-controlling interests in Consolidated Funds |
|
|
|
33,076 |
|
|
|
33,076 |
| ||||
Partners capital |
|
|
|
|
|
|
|
|
| ||||
Partners capital |
|
213,147 |
|
38,414 |
|
(38,414 |
) |
213,147 |
| ||||
Non-controlling interests in subsidiaries |
|
21,581 |
|
|
|
|
|
21,581 |
| ||||
Non-controlling interests in Consolidated Funds |
|
|
|
2,670,182 |
|
|
|
2,670,182 |
| ||||
Total partners capital |
|
234,728 |
|
2,708,596 |
|
(38,414 |
) |
2,904,910 |
| ||||
Total liabilities, redeemable non-controlling interests and partners capital |
|
$ |
522,068 |
|
$ |
2,761,371 |
|
$ |
(41,428 |
) |
$ |
3,242,011 |
|
KAYNE ANDERSON CAPITAL ADVISORS, L.P. AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Continued)
14. SUPPLEMENTAL FINANCIAL INFORMATION (Continued)
Consolidated Statement of Operations
|
|
For the Year ended December 31, 2014 |
| ||||||||||
|
|
(In thousands) |
| ||||||||||
|
|
Partnership |
|
Consolidated |
|
Eliminations |
|
Consolidated |
| ||||
Revenues |
|
|
|
|
|
|
|
|
| ||||
Management fees |
|
$ |
298,249 |
|
$ |
|
|
$ |
(2,666 |
) |
$ |
295,583 |
|
Performance allocations |
|
17,314 |
|
|
|
(3,111 |
) |
14,203 |
| ||||
Total revenues |
|
315,563 |
|
|
|
(5,777 |
) |
309,786 |
| ||||
Expenses |
|
|
|
|
|
|
|
|
| ||||
Compensation and benefits |
|
179,101 |
|
|
|
|
|
179,101 |
| ||||
Equity-based compensation expense |
|
429,152 |
|
|
|
|
|
429,152 |
| ||||
General, administration, and other expenses |
|
32,208 |
|
|
|
|
|
32,208 |
| ||||
Expenses of Consolidated Funds |
|
|
|
4,678 |
|
(2,756 |
) |
1,922 |
| ||||
Total expenses |
|
640,461 |
|
4,678 |
|
(2,756 |
) |
642,383 |
| ||||
Other income (expense) |
|
|
|
|
|
|
|
|
| ||||
Interest expense |
|
(1,896 |
) |
|
|
(89 |
) |
(1,985 |
) | ||||
Other income (expense) |
|
6,881 |
|
|
|
|
|
6,881 |
| ||||
Investment income |
|
30,045 |
|
|
|
(26,798 |
) |
3,247 |
| ||||
Interest and other income of Consolidated Funds |
|
|
|
77,082 |
|
|
|
77,082 |
| ||||
Net realized gain on investments of Consolidated Funds |
|
|
|
50,674 |
|
|
|
50,674 |
| ||||
Net change in unrealized appreciation on investments of Consolidated Funds |
|
|
|
111,502 |
|
|
|
111,502 |
| ||||
Total other income (expense) |
|
35,030 |
|
239,258 |
|
(26,887 |
) |
247,401 |
| ||||
Net income (loss) |
|
$ |
(289,868 |
) |
$ |
234,580 |
|
$ |
(29,908 |
) |
$ |
(85,196 |
) |
Allocation of net income (loss) |
|
|
|
|
|
|
|
|
| ||||
Redeemable non-controlling interests in Consolidated Funds |
|
|
|
1,534 |
|
(409 |
) |
1,125 |
| ||||
Net income (loss) attributable to KACALP |
|
(339,350 |
) |
|
|
|
|
(339,350 |
) | ||||
Non-controlling interests in subsidiaries |
|
49,482 |
|
|
|
|
|
49,482 |
| ||||
Non-controlling interests in Consolidated Funds |
|
|
|
233,046 |
|
(29,499 |
) |
203,547 |
|
KAYNE ANDERSON CAPITAL ADVISORS, L.P. AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Continued)
14. SUPPLEMENTAL FINANCIAL INFORMATION (Continued)
The following supplemental financial information illustrates the consolidating effects of the Consolidated Funds on the Partnerships financial condition at December 31, 2013, and results of operations for the year ended December 31, 2013:
|
|
As of December 31, 2013 |
| ||||||||||
|
|
(In thousands) |
| ||||||||||
|
|
Partnership |
|
Consolidated |
|
Eliminations |
|
Consolidated |
| ||||
Assets |
|
|
|
|
|
|
|
|
| ||||
Cash |
|
$ |
13,128 |
|
$ |
|
|
$ |
|
|
$ |
13,128 |
|
Investments in securities, at fair value |
|
661 |
|
|
|
|
|
661 |
| ||||
Investments in limited partnerships and limited liability companies |
|
220,029 |
|
|
|
(134,713 |
) |
85,316 |
| ||||
Management and performance allocation receivable |
|
402,877 |
|
|
|
(7,428 |
) |
395,449 |
| ||||
Due from related parties |
|
12,183 |
|
|
|
(1,270 |
) |
10,913 |
| ||||
Other assets |
|
21,047 |
|
|
|
|
|
21,047 |
| ||||
Property, equipment and leasehold improvements, net of accumulated depreciation and amortization |
|
38,220 |
|
|
|
|
|
38,220 |
| ||||
Assets of Consolidated Funds: |
|
|
|
|
|
|
|
|
| ||||
Investments, at fair value |
|
|
|
2,655,182 |
|
|
|
2,655,182 |
| ||||
Cash and cash equivalents |
|
|
|
12,201 |
|
|
|
12,201 |
| ||||
Due from brokers |
|
|
|
8,366 |
|
|
|
8,366 |
| ||||
Derivative assets, at fair value |
|
|
|
116 |
|
|
|
116 |
| ||||
Due from related parties |
|
|
|
1,291 |
|
(14 |
) |
1,277 |
| ||||
Dividends and interest receivable |
|
|
|
20,763 |
|
|
|
20,763 |
| ||||
Other assets |
|
|
|
684 |
|
|
|
684 |
| ||||
Total assets |
|
$ |
708,145 |
|
$ |
2,698,603 |
|
$ |
(143,425 |
) |
$ |
3,263,323 |
|
Liabilities, redeemable non-controlling interests and partners capital Liabilities |
|
|
|
|
|
|
|
|
| ||||
Accounts payable, accrued expenses and other liabilities |
|
$ |
41,799 |
|
$ |
|
|
$ |
|
|
$ |
41,799 |
|
Due to related parties |
|
2,361 |
|
|
|
(14 |
) |
2,347 |
| ||||
Revolving line of credit |
|
59,135 |
|
|
|
|
|
59,135 |
| ||||
Compensation payable |
|
298,800 |
|
|
|
|
|
298,800 |
| ||||
Performance allocation payable |
|
|
|
|
|
|
|
|
| ||||
Liabilities of Consolidated Funds: |
|
|
|
|
|
|
|
|
| ||||
Accounts payable, accrued expenses and other liabilities |
|
|
|
1,565 |
|
(378 |
) |
1,187 |
| ||||
Due to brokers |
|
|
|
1,108 |
|
|
|
1,108 |
| ||||
Due to related parties |
|
|
|
3,174 |
|
(891 |
) |
2,283 |
| ||||
Securities sold short, at fair value |
|
|
|
8,365 |
|
|
|
8,365 |
| ||||
Derivative liabilities, at fair value |
|
|
|
|
|
|
|
|
| ||||
Loan payable |
|
|
|
938 |
|
|
|
938 |
| ||||
Total liabilities |
|
$ |
402,095 |
|
$ |
15,150 |
|
$ |
(1,283 |
) |
$ |
415,962 |
|
Redeemable non-controlling interests in Consolidated Funds |
|
|
|
619 |
|
|
|
619 |
| ||||
Partners capital |
|
|
|
|
|
|
|
|
| ||||
Partners capital |
|
267,606 |
|
142,142 |
|
(142,142 |
) |
267,606 |
| ||||
Non-controlling interests in subsidiaries |
|
38,444 |
|
|
|
|
|
38,444 |
| ||||
Non-controlling interests in Consolidated Funds |
|
|
|
2,540,692 |
|
|
|
2,540,692 |
| ||||
Total partners capital |
|
306,050 |
|
2,682,834 |
|
(142,142 |
) |
2,846,742 |
| ||||
Total liabilities, redeemable non-controlling interests and partners capital |
|
$ |
708,145 |
|
$ |
2,698,603 |
|
$ |
(143,425 |
) |
$ |
3,263,323 |
|
KAYNE ANDERSON CAPITAL ADVISORS, L.P. AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Continued)
14. SUPPLEMENTAL FINANCIAL INFORMATION (Continued)
Consolidated Statement of Operations
|
|
For the Year ended December 31, 2013 |
| ||||||||||
|
|
(In thousands) |
| ||||||||||
|
|
Partnership |
|
Consolidated Funds |
|
Eliminations |
|
Consolidated |
| ||||
Revenues |
|
|
|
|
|
|
|
|
| ||||
Management fees |
|
$ |
242,186 |
|
$ |
|
|
$ |
(4,214 |
) |
$ |
237,972 |
|
Performance allocations |
|
298,871 |
|
|
|
(51,788 |
) |
247,083 |
| ||||
Total revenues |
|
541,057 |
|
|
|
(56,002 |
) |
485,055 |
| ||||
Expenses |
|
|
|
|
|
|
|
|
| ||||
Compensation and benefits |
|
319,734 |
|
|
|
|
|
319,734 |
| ||||
Equity-based compensation expense |
|
|
|
|
|
|
|
|
| ||||
General, administration, and other expenses |
|
26,811 |
|
|
|
|
|
26,811 |
| ||||
Expenses of Consolidated Funds |
|
|
|
7,041 |
|
(4,325 |
) |
2,716 |
| ||||
Total expenses |
|
346,545 |
|
7,041 |
|
(4,325 |
) |
349,261 |
| ||||
Other income (expense) |
|
|
|
|
|
|
|
|
| ||||
Interest expense |
|
(1,899 |
) |
|
|
(111 |
) |
(2,010 |
) | ||||
Other income (expense) |
|
(511 |
) |
|
|
|
|
(511 |
) | ||||
Investment income |
|
49,813 |
|
|
|
(19,116 |
) |
30,697 |
| ||||
Interest and other income of Consolidated Funds |
|
|
|
127,626 |
|
|
|
127,626 |
| ||||
Net realized gain on investments of Consolidated Funds |
|
|
|
363,857 |
|
|
|
363,857 |
| ||||
Net change in unrealized appreciation on investments of Consolidated Funds |
|
|
|
1,254,406 |
|
|
|
1,254,406 |
| ||||
Total other income (expense) |
|
47,403 |
|
1,745,889 |
|
(19,227 |
) |
1,774,065 |
| ||||
Net income |
|
$ |
241,915 |
|
$ |
1,738,848 |
|
$ |
(70,904 |
) |
$ |
1,909,859 |
|
Allocation of net income |
|
|
|
|
|
|
|
|
| ||||
Redeemable non-controlling interests in Consolidated Funds |
|
|
|
397 |
|
(378 |
) |
19 |
| ||||
Net income attributable to KACALP |
|
234,546 |
|
|
|
|
|
234,546 |
| ||||
Non-controlling interests in subsidiaries |
|
7,369 |
|
|
|
|
|
7,369 |
| ||||
Non-controlling interests in Consolidated Funds |
|
|
|
1,738,451 |
|
(70,526 |
) |
1,667,925 |
|
Exhibit 99.3
KAYNE ANDERSON CAPITAL ADVISORS, L.P. AND SUBSIDIARIES
Consolidated Statement of Financial Condition
(Unaudited)
|
|
As of March 31, |
| |
|
|
(In thousands) |
| |
Assets |
|
|
| |
Cash |
|
$ |
41,492 |
|
Investments in securities, at fair value |
|
16,794 |
| |
Investments in limited partnerships and limited liability companies |
|
123,241 |
| |
Management and performance allocation receivable |
|
245,228 |
| |
Due from related parties |
|
14,574 |
| |
Other assets |
|
34,341 |
| |
Property, equipment and leasehold improvements, net of accumulated depreciation and amortization |
|
38,337 |
| |
Assets of Consolidated Funds: |
|
|
| |
Investments, at fair value |
|
2,862,509 |
| |
Cash and cash equivalents |
|
13,211 |
| |
Due from brokers |
|
17,094 |
| |
Derivative assets, at fair value |
|
1,495 |
| |
Due from related parties |
|
830 |
| |
Dividends and interest receivable |
|
32 |
| |
Other assets |
|
1,787 |
| |
Total Assets |
|
$ |
3,410,965 |
|
Liabilities, redeemable non-controlling interests and partners capital |
|
|
| |
Liabilities |
|
|
| |
Accounts payable, accrued expenses and other liabilities |
|
25,608 |
| |
Due to related parties |
|
992 |
| |
Revolving line of credit |
|
142,083 |
| |
Compensation payable |
|
144,671 |
| |
Performance allocation payable |
|
12,872 |
| |
Liabilities of Consolidated Funds: |
|
|
| |
Accounts payable, accrued expenses and other liabilities |
|
1,634 |
| |
Due to related parties |
|
338 |
| |
Securities sold short, at fair value |
|
16,981 |
| |
Derivative liabilities, at fair value |
|
172 |
| |
Loan payable |
|
575 |
| |
Total Liabilities |
|
$ |
345,926 |
|
Redeemable Non-Controlling Interests in Consolidated Funds |
|
34,640 |
| |
Partners Capital |
|
|
| |
Partners Capital |
|
211,478 |
| |
Non-Controlling Interests in Subsidiaries |
|
26,020 |
| |
Non-Controlling Interests in Consolidated Funds |
|
2,792,901 |
| |
Total Partners Capital |
|
3,030,399 |
| |
Total Liabilities, Redeemable Non-controlling Interests and Partners Capital |
|
$ |
3,410,965 |
|
The accompanying notes are an integral part of these unaudited interim consolidated financial statements.
KAYNE ANDERSON CAPITAL ADVISORS, L.P. AND SUBSIDIARIES
Consolidated Statement of Operations
(Unaudited)
|
|
Three Months Ended |
| |
|
|
(In thousands) |
| |
Revenues |
|
|
| |
Management fees |
|
$ |
69,551 |
|
Performance allocations |
|
47,630 |
| |
Total Revenues |
|
117,181 |
| |
Expenses |
|
|
| |
Compensation and benefits |
|
66,700 |
| |
Equity-based compensation expense(1) |
|
3,386 |
| |
General, administration, and other expenses |
|
9,545 |
| |
Expenses of Consolidated Funds |
|
578 |
| |
Total Expenses |
|
80,209 |
| |
Other Income (Expense) |
|
|
| |
Interest expense |
|
(637 |
) | |
Other income |
|
617 |
| |
Investment income |
|
6,413 |
| |
Interest and other income of Consolidated Funds |
|
20,172 |
| |
Net realized gain on investments of Consolidated Funds |
|
263 |
| |
Net change in unrealized appreciation on investments of Consolidated Funds |
|
314,232 |
| |
Total Other Income (Expense) |
|
341,060 |
| |
Net Income (Loss) |
|
378,032 |
| |
Allocation of Net Income (Loss) |
|
|
| |
Redeemable non-controlling interests in Consolidated Funds |
|
1,572 |
| |
Net income attributable to KACALP |
|
39,487 |
| |
Non-controlling interests in subsidiaries |
|
18,353 |
| |
Non-controlling interests of Consolidated Funds |
|
318,620 |
| |
|
|
$ |
378,032 |
|
(1) See accompanying note 11.
The accompanying notes are an integral part of these unaudited interim consolidated financial statements.
KAYNE ANDERSON CAPITAL ADVISORS, L.P. AND SUBSIDIARIES
Consolidated Statement of Changes in Partners Capital and Redeemable Non-controlling Interests
(Unaudited)
|
|
Three Months Ended March 31, 2015 |
| |||||||||||||
|
|
Partners |
|
Non-controlling |
|
Non-controlling |
|
Total |
|
Redeemeable |
| |||||
|
|
(In thousands) |
| |||||||||||||
Capital, December 31, 2014 |
|
$ |
213,147 |
|
$ |
21,581 |
|
$ |
2,670,182 |
|
$ |
2,904,910 |
|
$ |
33,076 |
|
Deconsolidated Funds(1) |
|
|
|
|
|
(2,408,205 |
) |
(2,408,205 |
) |
|
| |||||
Capital contributions |
|
|
|
|
|
604 |
|
604 |
|
|
| |||||
Equity-based compensation charges(2) |
|
7,253 |
|
(3,867 |
) |
|
|
3,386 |
|
|
| |||||
Capital distributions |
|
(48,409 |
) |
(10,047 |
) |
(18,328 |
) |
(76,784 |
) |
|
| |||||
Transfers |
|
|
|
|
|
2,230,028 |
|
2,230,028 |
|
(8 |
) | |||||
Allocation of consolidated net income / (loss) |
|
39,487 |
|
18,353 |
|
318,620 |
|
376,460 |
|
1,572 |
| |||||
Capital, March 31, 2015 |
|
$ |
211,478 |
|
$ |
26,020 |
|
$ |
2,792,901 |
|
$ |
3,030,399 |
|
$ |
34,640 |
|
(1) See accompanying note 2.
(2) Included in equity-based compensation charges is a reallocation of equity in the amount of $7.3 million from non-controlling interest in subsidiaries to partners capital in KACALP resulting from the application of liquidation preferences in KA Fund Advisors, LLC.
The accompanying notes are an integral part of these unaudited interim consolidated financial statements
KAYNE ANDERSON CAPITAL ADVISORS, L.P. AND SUBSIDIARIES
Consolidated Statement of Cash Flows
(Unaudited)
|
|
March 31, |
| |
|
|
(In thousands) |
| |
Cash flows from operating activities |
|
|
| |
Net income (loss) |
|
$ |
378,032 |
|
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities: |
|
|
| |
Depreciation and amortization |
|
1,025 |
| |
Net (gain) loss on investments |
|
(6,699 |
) | |
Net change in unrealized performance allocations |
|
(16,205 |
) | |
Equity-based compensation expense |
|
3,386 |
| |
Non-cash compensation expense |
|
9,948 |
| |
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities of the Consolidated Funds: |
|
|
| |
Purchases of investment securities |
|
(17,443 |
) | |
Proceeds from sale of investment securities |
|
14,896 |
| |
Realized (gain) loss on investments |
|
(406 |
) | |
Unrealized (gain) loss on investments |
|
(315,042 |
) | |
Changes in operating assets and liabilities: |
|
|
| |
Management and performance allocation receivable |
|
23,296 |
| |
Performance allocation, received in-kind |
|
(15,689 |
) | |
Due from related parties |
|
(1,883 |
) | |
Other assets |
|
(4,353 |
) | |
Accounts payable, accrued expenses and other liabilities |
|
(29,668 |
) | |
Due to related parties |
|
552 |
| |
Compensation payable |
|
5,054 |
| |
Changes in operating assets and liabilities of the Consolidated Funds: |
|
|
| |
Change in consolidated cash and cash equivalents |
|
11,441 |
| |
Due from brokers |
|
(4,322 |
) | |
Due from related parties |
|
409 |
| |
Dividends and interest receivable |
|
249 |
| |
Other assets |
|
(1,039 |
) | |
Accounts payable, accrued expenses and other liabilities |
|
1,030 |
| |
Due to brokers |
|
(2,108 |
) | |
Due to related parties |
|
(212 |
) | |
Net cash provided by (used in) operating activities |
|
34,249 |
| |
Cash flows from investing activities |
|
|
| |
Purchase of property, equipment and leasehold improvements |
|
(865 |
) | |
Contributions to limited partnerships and limited liability companies |
|
(6,079 |
) | |
Distributions from limited partnerships and limited liability companies |
|
12,197 |
| |
Net cash provided by (used in) investing activities |
|
5,253 |
| |
The accompanying notes are an integral part of these unaudited interim consolidated financial statements
KAYNE ANDERSON CAPITAL ADVISORS, L.P. AND SUBSIDIARIES
Consolidated Statement of Cash Flows (Continued)
(Unaudited)
|
|
March 31, |
| |
|
|
(In thousands) |
| |
Cash flows from financing activities |
|
|
| |
Proceeds from drawdowns of revolving line of credit |
|
53,000 |
| |
Distributions paid to KACALP partners |
|
(48,409 |
) | |
Distributions paid to non-controlling interests in consolidated subsidiaries |
|
(10,047 |
) | |
Distributions paid to non-controlling and redeemable non-controlling interests of Consolidated Funds |
|
(18,336 |
) | |
Contributions from non-controlling and redeemable non-controlling interests of Consolidated Funds |
|
604 |
| |
Repayments under loan obligations by Consolidated Funds |
|
(88 |
) | |
Net cash provided by (used in) financing activities |
|
(23,276 |
) | |
Net change in cash and cash equivalents |
|
16,226 |
| |
Cash and cash equivalents, beginning of period |
|
25,266 |
| |
Cash and cash equivalents, end of period |
|
$ |
41,492 |
|
Supplemental disclosure of non-cash investing activities |
|
|
| |
Non-cash investment due to deconsolidation of KAFU Holdings, LP |
|
$ |
3,193 |
|
Non-cash distributions from limited partnerships and limited liability companies |
|
2,326 |
| |
Supplemental disclosure of non-cash financing activities |
|
|
| |
In-kind capital distributions, at fair value of Consolidated Funds |
|
$ |
2,231,052 |
|
Supplemental disclosure of cash flow information |
|
|
| |
Cash paid during the period for interest |
|
$ |
797 |
|
Supplemental disclosure of non-cash activity due to deconsolidation (Note 2) |
|
|
| |
Assets eliminated due to deconsolidation |
|
$ |
2,408,230 |
|
Liabilities eliminated due to deconsolidation |
|
25 |
| |
Non-controlling interests in Consolidated Funds eliminated due to deconsolidation |
|
2,408,205 |
|
The accompanying notes are an integral part of these unaudited interim consolidated financial statements
KAYNE ANDERSON CAPITAL ADVISORS, L.P. AND SUBSIDIARIES
Notes to Interim Consolidated Financial Statements
(Unaudited)
1. ORGANIZATION
Kayne Anderson Capital Advisors, L.P. (KACALP), a limited partnership, together with its consolidated subsidiaries in which it holds a controlling financial interest (collectively, the Partnership) is a registered investment advisor with the Securities and Exchange Commission (SEC) pursuant to the Investment Advisers Act of 1940 and provides investment advisory and asset management services. These services are provided to publicly traded funds, limited partnerships and limited liability companies for which the Partnership is the general partner or managing member and to certain managed accounts. The investment advisory and asset management services include the management of a broad range of investment opportunities from energy marketable securities, energy closed-end funds, energy private equity, growth private equity, real estate private equity, middle market credit, municipal opportunities and separately managed accounts (collectively the KACALP Funds or the Funds).
KACALPs partnership agreement continues until December 31, 2025, unless sooner terminated as provided for in the seventh amended and restated limited partnership agreement, as amended from time to time. KACALP is managed by Kayne Anderson Investment Management, Inc., its general partner. The liability of each limited partner is limited to the amount of capital contributions made by such limited partner.
2. BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation
The accompanying unaudited interim consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States (U.S. GAAP) as contained within the Financial Accounting Standards Boards (FASB) Accounting Standards Codification (ASC). In the opinion of management, all adjustments considered necessary for a fair presentation of the Companys unaudited, interim, consolidated financial statements have been included and are of a normal and recurring nature. The results of operations presented for the interim periods are not necessarily indicative of the results that may be expected for any other interim period or for the entire year.
Use of Estimates
The preparation of the interim consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the interim consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.
Principles of Consolidation
In February 2015, the FASB released Accounting Standards Update (ASU) 2015-02, Amendments to the Consolidation Analysis (the Guidance or ASU 2015-02). ASU 2015-02 amends the consolidation guidance of ASC 810; specifically, among other changes, ASU 2015-02 eliminates the deferral for certain investment companies from applying the amendments to ASC 810 required under ASU 2009-17 (FAS 167), and amends the factors that would cause a limited partnership to be considered a variable interest entity (VIE) or voting interest entity (VOE) and the criteria for
KAYNE ANDERSON CAPITAL ADVISORS, L.P. AND SUBSIDIARIES
Notes to Interim Consolidated Financial Statements (Continued)
(Unaudited)
2. BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
assessing whether fees paid to a decision maker are considered a variable interest. The new standard is effective for public entities beginning January 1, 2016 and for non-public entities beginning January 1, 2017. Early adoption is permitted. The Partnership has elected to early adopt the standard as of January 1, 2013 and has applied the amendments retrospectively.
The Partnerships interim consolidated financial statements include VIEs for which the Partnership is considered the primary beneficiary, and certain entities that are not considered VIEs in which the Partnership has a controlling financial interest. These entities include Kayne Partners Fund, L.P., Kayne Partners Fund III (Q.P.), L.P., Kayne Anderson Private Investors, L.P., Kayne Anderson Private Investors II, L.P., Kayne Event Driven Fund, L.P., KAFU Holdings, QP, Freshpet Investors, LLC, Kayne Anderson Real Estate Partners I, L.P., and Kayne Anderson Energy Fund IV, L.P. (collectively, the Consolidated Funds). Principally all intercompany balances and transactions related to the Consolidated Funds have been eliminated in consolidation.
The determination of whether or not to consolidate entities under U.S. GAAP requires significant judgment. These analyses are based on the assumptions of management, as well as judgments regarding significance and the design of the entities. To make these judgments, management performs and reviews an entity-by-entity analysis with consideration of 1) whether the Partnership has a variable interest in the entity and 2) whether the entity is a VIE.
For legal entities evaluated for consolidation, the Partnership must determine whether the interests that it holds and fees received from the Funds qualify as a variable interest. Fees received by the Partnership are not considered variable interests if: (i) the fees are compensation for services provided and are commensurate with the level of effort required to provide those services, (ii) the service arrangement includes only terms, conditions, or amounts that are customarily present in arrangements for similar services negotiated at arms length and (iii) the Partnerships other economic interests in the VIE, held directly and indirectly through its related parties, as well as economic interests held by entities under common control, would not absorb more than an insignificant amount of the entitys losses or receive more than an insignificant amount of the entitys residual returns.
For those entities in which the Partnership has a variable interest, the Partnership performs an analysis to first determine whether the entity is a VIE that must be consolidated by its primary beneficiary. Performance of such analysis requires the exercise of judgment.
The primary beneficiary of a VIE is generally defined as the party who has a controlling financial interest in the VIE. The Partnership is deemed to have a controlling financial interest in a VIE if it has: (i) the power to direct the activities of the VIE that most significantly affect the VIEs economic performance, and (ii) the obligation to absorb losses of the VIE or the right to receive returns from the VIE that could potentially be significant to the VIE. For purposes of evaluating (ii) above, fees paid to the Partnership are excluded if the fees are commensurate with the level of effort required to be performed and the arrangement includes only customary terms, conditions or amounts present in arrangements for similar services negotiated at arms length. The Partnership also evaluates its economic interests in the VIE held directly by it and indirectly through its related parties, as well as economic interests held by related parties under common control, where applicable. The primary beneficiary evaluation is generally performed qualitatively on the basis of all facts and circumstances.
KAYNE ANDERSON CAPITAL ADVISORS, L.P. AND SUBSIDIARIES
Notes to Interim Consolidated Financial Statements (Continued)
(Unaudited)
2. BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
However, quantitative information may also be considered in the analysis, as appropriate. For certain Funds evaluated for consolidation, the Partnership determined that no individual party was considered to be the primary beneficiary; however, the Partnership and entities considered to be under common control with the Partnership demonstrated the characteristics of the primary beneficiary. For these instances, the Partnership must determine the party within this common control that is most closely associated to the respective legal entity being evaluated. In order to do so, the Partnership considered both qualitative and quantitative factors placing emphasis on the exposure to losses and decision making ability. Changes in the economic interests (either by the Partnership, related parties of the Partnership, or third parties) or amendments to the governing documents of the VIE could affect an entitys status as a VIE or the determination of the primary beneficiary. The primary beneficiary evaluation is updated continuously. Refer to Note 6 for further discussion regarding VIEs.
For VOEs, the Partnership consolidates the entity if it has a controlling financial interest. The Partnership has a controlling financial interest in a VOE if: (i) for legal entities other than limited partnerships, the Partnership owns a majority voting interest in the VOE or, for limited partnerships and similar entities, the Partnership owns a majority of the entitys kick-out rights through voting limited partnership interests and (ii) non-controlling shareholders or partners do not hold substantive participating rights and no other conditions exist that would indicate that the Partnership does not control the entity. The Partnership does not consolidate any VOEs in which it serves as the general partner and/or the investment manager.
A previously consolidated fund managed by the Partnership, KAFU Holdings, LP (the Deconsolidated Fund), was deconsolidated during 2015 due to changes in facts and circumstances. The Deconsolidated Fund is considered a VIE as the holders of the equity investments at risk, as a group, lack the power to direct activities of the entity or absorb losses and receive returns that could be potentially significant to the Deconsolidated Fund. Prior to the quarter ended March 31, 2015, the Partnership was considered to be the primary beneficiary of the Deconsolidated Fund as the Partnership had the power to direct the most significant activities, had the obligation to absorb losses, and had the right to receive returns that could be potentially significant to the Deconsolidated Fund. During the quarter ended March 31, 2015, the Deconsolidated Fund transferred a significant amount of capital of the Partnership, in-kind, to KAFU Holdings QP, a newly formed fund in 2015. As a result, the Partnership was no longer considered the primary beneficiary as it no longer had the obligation to absorb losses or the right to receive returns that could be potentially significant to the Deconsolidated Fund. The Partnership recorded a decrease in non-controlling interests of Consolidated Funds of approximately $2,408.2 million to reflect the deconsolidation in the Consolidated Statement of Changes in Partners Capital and Redeemable Non-Controlling Interests. In addition, the effects of the deconsolidation are reflected as a non-cash supplemental disclosure within the Consolidated Statement of Cash Flows. The Partnership retained a total investment of approximately $1.1 million in the Deconsolidated Fund which are measured at fair value as of March 31, 2015. The retained investment in the Deconsolidated Fund is included in investments in limited partnerships and limited liability companies on the Consolidated Statement of Financial Condition.
KAYNE ANDERSON CAPITAL ADVISORS, L.P. AND SUBSIDIARIES
Notes to Interim Consolidated Financial Statements (Continued)
(Unaudited)
2. BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
Non-Controlling Interests in Consolidated Funds and Consolidated Subsidiaries
The interim consolidated financial statements reflect the assets, liabilities, investment income, expenses and cash flows of the Consolidated Funds and consolidated subsidiaries on a gross basis. The Partnership records non- controlling interests of the Consolidated Funds and consolidated subsidiaries to reflect the economic interests of the Consolidated Funds and consolidated subsidiaries held by investors other than interests attributable to KACALP, after consideration of contractual arrangements that govern allocations of income or loss. Considerations for contractual agreements also include amounts that would be paid in a hypothetical liquidation. Principally all of the management fee income and performance allocation earned by the Partnership from the Consolidated Funds are eliminated in consolidation. However, because the eliminated amounts are earned from and funded by the non-controlling interests, income allocated to the non-controlling interests has been reduced, and the income allocated to the Partnership has been increased by the amounts eliminated. The non-controlling interests within the Consolidated Statement of Financial Condition are comprised of: i) redeemable non- controlling interests reported outside of the permanent capital section when investors have the right to redeem their interest or the interests are redeemable upon the occurrence of an event that is not solely within the control of the Partnership, ii) equity attributable to non-controlling interests of the Consolidated Funds reported inside the permanent capital section when the investors do not have the right to redeem their interests, and iii) equity attributable to non-controlling interests of the consolidated subsidiaries, principally in affiliated investment advisors and asset managers. The non- controlling interests are adjusted for subscriptions and redemptions by investors and their pro-rata income or loss allocations from the respective Consolidated Funds and consolidated subsidiaries.
For Consolidated Funds in which the investors do not have the rights to redeem their interests, investors are generally not able to redeem their interests until the Consolidated Funds liquidate or are otherwise wound-up. Non-controlling interests related to redeemable Consolidated Funds are subject to monthly or quarterly redemptions by investors in these Consolidated Funds following the expiration of a specified period of time (typically one year). When redeemable amounts become contractually payable to investors, they are classified as a liability of the Consolidated Funds in the Consolidated Statement of Financial Condition.
Cash
The Partnership currently maintains principally all of its day-to-day operating cash balances with City National Bank, a major financial institution. At times, cash balances may be in excess of Federal Deposit Insurance Corporation Insurance limits.
Investments
The Partnership invests directly in exchange traded funds and master limited partnerships, and directly or indirectly invests in non-consolidated KACALP Funds as well as other limited liability companies and limited partnerships. U.S. GAAP permits entities to choose to measure certain eligible financial assets, financial liabilities and firm commitments at fair value (the Fair Value Option), on an instrument-by-instrument basis in relation to these investments by the Partnership. The election to use the Fair Value Option is available when an entity first recognizes a financial asset or financial
KAYNE ANDERSON CAPITAL ADVISORS, L.P. AND SUBSIDIARIES
Notes to Interim Consolidated Financial Statements (Continued)
(Unaudited)
2. BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
liability or upon entering into a firm commitment. The Fair Value Option is irrevocable and requires changes in fair value to be recognized in earnings. Investments in exchange traded funds and master limited partnerships are included in investments in securities, at fair value on the Consolidated Statement of Financial Condition. Investments in non-consolidated KACALP Funds as well as other limited liability companies and limited partnerships are included within investments in limited partnerships and limited liability companies within the Consolidated Statement of Financial Condition. Related earnings are classified as investment income within the Consolidated Statement of Operations. For the Partnerships investments in the KACALP Funds that are not consolidated, which would otherwise be accounted for under the equity method, the Fair Value Option has been elected. The election of the fair value option was deemed to most accurately reflect the nature of the investments in the non-consolidated KACALP Funds. In estimating the fair value for financial instruments for which the Fair Value Option has been elected, the Partnership uses the valuation methodologies as discussed in Note 3.
In May 2015, the FASB issued ASU 2015-07, Disclosures for Investments in Certain Entities That Calculate Net Asset Value per Share (or Its Equivalent), an amendment to ASC Topic 820, Fair Value Measurements. The new guidance eliminates the requirement to categorize within the fair value hierarchy investments whose fair values are measured at net asset value (NAV) using the practical expedient in accordance with ASC Topic 820. Instead, entities will be required to disclose the fair values of such investments so that financial statement users can reconcile amounts reported in the fair value hierarchy table to the amounts reported on the statement of financial condition. The new guidance is effective for fiscal years beginning after December, 15 2015 for public entities and fiscal years beginning after December 15, 2016 for entities other than public business entities. Early adoption is permitted. The Partnership and the Consolidated Funds elected to early adopt and apply the new guidance retrospectively during the year ended December 31, 2014.
Revenue Recognition
The Partnerships two primary sources of revenues are: (i) management fee revenue, and (ii) performance allocation, carried interest, and incentive fee (collectively performance allocation) revenue. These revenues are derived from the Partnerships advisory and asset management services provided to the KACALP Funds.
Management Fee Revenue
The Partnership earns management fees from limited partners, members, or third parties in KACALP Funds. Management fees are based on contractual terms specified within the KACALP Funds agreements, investment management agreements, or consulting agreements. The Partnership earns management fees from separately managed accounts, limited partners, members, or third parties in each of the KACALP Funds at a fixed percentage of NAV, total assets, committed capital or invested capital, or in some cases, a fixed fee. Management fees are accrued as earned, and are calculated and paid monthly or quarterly depending on the individual agreements.
KAYNE ANDERSON CAPITAL ADVISORS, L.P. AND SUBSIDIARIES
Notes to Interim Consolidated Financial Statements (Continued)
(Unaudited)
2. BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
Performance Allocation Revenue
Performance allocation revenue is earned based on the performance of the KACALP Funds as defined in the respective investment management agreements and governing documents. Principally all performance allocation revenue is earned from affiliated Funds of the Partnership.
The Partnership follows Method 2 of ASC 605-20, Revenue Recognition (ASC 605) for revenue based on a formula. Under this method, the Partnership records revenue when it is entitled to performance-based revenue, subject to certain hurdles or benchmarks. Performance-based revenue is assessed as a percentage of the investment performance of the KACALP Funds. Performance allocation for any period is based upon an assumed liquidation of the KACALP Funds net assets on the reporting date, and distribution of the net proceeds in accordance with the KACALP Funds income allocation provisions. Performance allocation may be subject to reversal to the extent that the performance allocation recorded exceeds the amount due to the general partner or investment manager based on the KACALP Funds cumulative investment returns. The terms of performance allocation vary by fund structure and investment strategy. As a result, performance allocation earned in the reporting period is not indicative of any future period. Due to the inherent uncertainty, these estimated values may differ significantly from the values that would have been used had a ready market for the investments existed, and it is reasonably possible that the difference could be material.
For hedge fund style entities, performance allocation revenue is ultimately realized and distributed at the end of the fiscal year when crystalized (or other determination date as determined per the individual fund agreements). Crystallization of performance allocations is subject to loss recoupment and certain profit hurdle rates.
For private equity-style entities, performance allocation revenue is ultimately realized and distributed when: (i) an underlying investment is profitably disposed of, (ii) amounts contributed by investors are returned partially or in full, (iii) the investment funds cumulative returns are in excess of the preferred return. The Partnerships decision to realize carry considers such factors as the level of embedded valuation gains, the portion of the fund invested, the portion of the fund returned to the limited partner investors, and the length of time the fund has been in carry, as well as other qualitative measures.
Unrealized performance allocations relate to the unrealized appreciation of the underlying investments of the KACALP Funds, calculated as if the KACALP Funds were liquidated and distributions, including performance allocation, were made to the general and limited partners subject to distribution preferences in accordance with the respective fund agreements. Unrealized performance allocations are subject to fair value changes in future periods.
For certain KACALP Funds, realized performance allocations are subject to reversal in the event that the KACALP Funds incur future losses. The reversal is limited to the extent of the cumulative performance allocations received to date. In all cases, each fund is considered separately in this regard, and for a given Fund, performance allocations can never be negative over the life of a Fund. If all of the existing investments of the KACALP Funds became worthless, the amount of cumulative performance allocations that had been received by the Partnership would be returned net of both the income taxes paid thereon and the tax benefit of the performance allocation returned (claw-back).
KAYNE ANDERSON CAPITAL ADVISORS, L.P. AND SUBSIDIARIES
Notes to Interim Consolidated Financial Statements (Continued)
(Unaudited)
2. BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
The Partnership may be liable to repay certain KACALP Funds for previously received performance allocations. If the KACALP Funds were liquidated at their then current fair values as of March 31, 2015, the amount of the claw-back would be approximately $12.9 million, net of taxes, related to the Kayne Anderson Mezzanine Partners Funds. For the quarter ended March 31, 2015, the Partnership accrued the potential claw-back amount as a reduction of performance allocation revenue. As of March 31, 2015, the claw-back amount is reported in performance allocation payable on the Consolidated Statement of Financial Condition. Under separate agreements with certain key employees of the Partnership, the realized performance allocations are shared between the Partnership and the key employees. As a result, the net exposure to the Partnership may be less than the total claw-back amount.
The management fees and performance allocation revenue from the Consolidated Funds are eliminated in consolidation, and therefore are not reflected as revenue in its interim consolidated financial statements. The Partnerships share of the earnings from the Consolidated Funds is increased by the amount of the eliminated management fees and performance allocation revenue. Further, certain investments held by employees, directors and other related parties in the KACALP Funds are not subject to management fees or performance allocations.
Other Income and Interest Expense
Other income and interest expense is accrued as incurred. Other income is principally consulting fee revenue generated from debt related transactions. Interest expense is principally related to the outstanding revolving line of credit with City National Bank. Refer to Note 7 for further discussion regarding debt obligations.
Employee Compensation and Benefits
Employee compensation and benefits consists of (a) employee compensation including salary, guaranteed payments, and bonus payments, (b) equity-based compensation associated with grants of equity-based awards to senior management and other key employees, (c) profit sharing arrangements issued to senior management and other key employees to allow such individuals to participate in the earnings and cash flows of the Partnership and its respective businesses, (d) profit sharing arrangements issued to portfolio managers, deal team members, and other key employees that allow such individuals to participate in a share of the management fees and performance allocations and (e) fringe benefits, health and wellness, and other employee benefits.
As of March 31, 2015, KACALP has Class A, B, C and D equity units, with 1,000 units issued and outstanding for each class. Class A, B, C, and D units are considered to be substantive classes of equity interests in KACALP. The units allocated to employees are classified as equity awards under U.S. GAAP and equity-based compensation expense is recognized when the units were granted with a corresponding increase to equity. Compensation cost relating to the issuance of equity-based awards to senior management and other key employees is measured at fair value at the grant date, net of expected forfeitures (if any), and expensed over the vesting period on a straight-line basis. KACALP utilizes contractual cash flows in determining fair value at the grant date. The determination of contractual cash flows takes into consideration the preferred returns for each specific class of shares,
KAYNE ANDERSON CAPITAL ADVISORS, L.P. AND SUBSIDIARIES
Notes to Interim Consolidated Financial Statements (Continued)
(Unaudited)
2. BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
revenue growth rates, and enterprise multiples. Discount rates are applied to the contractual cash flows to reflect the volatility of the Partnerships earnings. A further discount is then applied to the net present value of the cash flows to reflect the lack of marketability and liquidity restrictions. Each of these factors is subject to significant judgment. Equity-based awards that do not require future service are expensed immediately. Distributions to holders of Class A, B, C and D units are considered as capital distributions and are included within the Consolidated Statement of Partners Capital.
As of March 31, 2015, KACALP has 1,000 Class E units issued and outstanding. Class E units granted to the employees of KACALP are not considered a substantive class of equity under U.S. GAAP and as such, no equity-based compensation expense is recognized when the units were granted. Class E units granted to employees are considered to be profit sharing arrangements under U.S. GAAP and as such, payments to the employees holding Class E units are included within compensation and benefits in the Consolidated Statement of Operations. These payments are accrued as compensation expense in the year in which the related income was earned and are paid out in the subsequent year.
As of March 31, 2015, the Partnership has Class A, B and C interests within KA Fund Advisors, LLC (KAFA), a consolidated subsidiary, with 1,000 units issued and outstanding for each class. The Class A, B, and C interests represent partnership allocations of income or losses based on specific allocation percentages of the holder. KACALP owns 1,000 units of the Class A interests, issued 1,000 units of Class B interests to key employees of KAFA, retained 560.9 units of the Class C interests, and issued the remaining 439.1 units of Class C to the same population of employees who were granted the Class B interests.
Class A and B interests are considered to be substantive equity and any interests issued to employees are classified as equity awards under U.S. GAAP. A portion of Class C interests are considered to be substantive classes of equity if employees receiving Class C interests are able to retain the vested interests upon termination. The remaining portion of Class C interests that employees are not able to retain upon termination is considered to be profit sharing arrangements under U.S. GAAP. The Class C interests that were considered to be substantive equity and allocated to employees are classified as equity-based compensation awards under U.S. GAAP. Equity-based compensation expense is recognized based on the grant date fair value, net of expected forfeitures (if any), and expensed over the vesting period on a straight-line basis. Valuation methodology for the KAFA equity units is consistent with the valuation methodology of units issued at the KACALP level.
The Partnership also has profit-sharing arrangements whereby certain employees and senior management are entitled to a share of the cash flow of their respective business, including management fees and performance allocations. The Partnership allocates management fee revenue, net of operating expenses, to portfolio managers as a way for the portfolio managers to participate in the earnings growth of their respective businesses. Management fee allocations are recognized as compensation expense in the performance year. Performance allocations are recognized as compensation expense in conjunction with the recognition of the related performance allocations revenue and until paid, are recognized as a component of compensation payable. Such compensation expense is subject to both positive and negative adjustments. Accordingly, upon any reversal of performance allocation revenue, including claw-back amounts, the related compensation expense is also reversed.
KAYNE ANDERSON CAPITAL ADVISORS, L.P. AND SUBSIDIARIES
Notes to Interim Consolidated Financial Statements (Continued)
(Unaudited)
2. BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
Property, Equipment, and Leasehold Improvements
Property, equipment, and leasehold improvements consists of furniture and fixtures, leasehold improvements, computer software, and corporate aircrafts that are recorded at cost, less accumulated depreciation and amortization within property, equipment and leasehold improvements, net of accumulated depreciation and amortization in the Consolidated Statement of Financial Condition. Depreciation and amortization of property, equipment, and leasehold improvements is calculated using the straight-line method over the assets estimated useful lives, which for leasehold improvements is the remaining lease term, and three to fifteen years for all other fixed assets. The Partnership evaluates fixed assets for impairment whenever events or changes in circumstances indicate that an assets carrying value may not be fully recovered. The costs associated with maintenance and repairs are recorded as other operating expenses when incurred.
Translation of Foreign Currency
Assets and liabilities denominated in foreign currencies are translated into U.S. dollar amounts at the period/quarter-end exchange rates. Transactions denominated in foreign currencies, including purchases and sales of investments, and income and expenses, are translated into U.S. dollar amounts on the transaction date. Adjustments arising from foreign currency transactions are reflected in the Consolidated Statement of Operations.
The Partnership and the Consolidated Funds do not isolate the portion of the results of operations arising from the effect of changes in foreign exchange rates on investments from fluctuations arising from changes in market prices of investments held. Such fluctuations for the Partnership are included in investment income and such fluctuations for the Consolidated Funds are included in net realized gain (loss) on investments of Consolidated Funds and net change in unrealized gain (loss) on investments in Consolidated Funds.
Income Taxes
The Partnership does not record a provision for the U.S. federal, state, or local taxes because the partners report their share of the Partnerships income or loss on their income tax returns. The Partnership files an income tax return in the U.S. federal jurisdiction, and may file income tax returns in various U.S. states. The Partnerships tax returns for tax years for which the applicable statutes of limitation have not expired are subject to examination by federal, state, local and foreign jurisdictions, where applicable. The Partnership has no examinations in progress.
In accordance with U.S. GAAP, the Partnership is required to determine whether its tax positions are more likely than not to be sustained upon examination by the applicable taxing authority, based on the technical merits of the position. The tax benefit recognized is measured at the largest amount of benefit that has a greater than 50 percent likelihood of being realized upon ultimate settlement with the relevant taxing authorities. Based on its analysis, the Partnership has determined that it has not incurred any liability for unrecognized tax benefits as of March 31, 2015. The Partnership does not expect that its assessment regarding unrecognized tax benefits will materially change over the next twelve months. However, the Partnerships conclusions may be subject to review and adjustment at a
KAYNE ANDERSON CAPITAL ADVISORS, L.P. AND SUBSIDIARIES
Notes to Interim Consolidated Financial Statements (Continued)
(Unaudited)
2. BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
later date based on factors including, but not limited to, questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions, compliance with U.S. federal, U.S. state and foreign tax laws, and changes in the administrative practices and precedents of the relevant taxing authorities. Open tax years are those that are open for exam by the respective taxing authorities. The Company is no longer subject to U.S. tax examinations with respect to such returns for tax years before 2011. As of March 31, 2015, the Partnership did not have any unrecognized tax benefits.
Policies of Consolidated Funds
The Consolidated Funds qualify as investment companies for U.S. GAAP purposes. Pursuant to specialized accounting guidance for investment companies, and the retention of that guidance in the Partnerships interim consolidated financial statements, the investments held by the Consolidated Funds are reported at their fair values.
As of March 31, 2015, the Consolidated Funds have adopted FASB Accounting Standards Update No. 2013-08 (ASU 2013- 08), entitled Financial ServicesInvestment Companies (Topic 946)Amendments to the Scope, Measurement, and Disclosure Requirements, which clarifies the characteristics of an investment company and provides comprehensive guidance for assessing whether an entity is an investment company. The Consolidated Funds qualify as investment companies and follow the accounting and reporting requirements of ASU 2013-08. For the quarter ended March 31, 2015, the Consolidated Funds did not provide financial support or have any contractual obligations to provide financial support to any of its investees.
Investments, at Fair Value
Investments are held at fair value. See Note 3 for information regarding the valuation of these assets.
Investments in Securities and Securities Sold Short
Investments in securities and securities sold short that are freely tradable and are listed on major securities exchanges are generally valued at their last reported sales price as of the valuation date. When no sale is reported on that date, the Consolidated Funds policies value securities held long at their last observed bid price, which reflects the highest price that the marketplace participants are willing to pay for an asset, and values securities sold short at their last reported ask price, which represent the lowest price that the marketplace participants are willing to accept for an asset. To the extent these securities are actively traded and valuation adjustments are not applied, they are categorized in Level I of the fair value hierarchy. Securities traded on inactive markets or valued by reference to similar instruments are generally categorized in Level II of the fair value hierarchy.
Cash and Cash Equivalents
The Consolidated Funds consider highly liquid, short-term interest-bearing instruments of sufficient credit quality with original maturities of three months or less, and other instruments readily convertible into cash, to be cash equivalents. At times, cash balances may be in excess of Federal Deposit
KAYNE ANDERSON CAPITAL ADVISORS, L.P. AND SUBSIDIARIES
Notes to Interim Consolidated Financial Statements (Continued)
(Unaudited)
2. BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
Insurance Corporation Insurance limits. Cash and cash equivalents held at Consolidated Funds represents cash that, although not legally restricted, is not available to support the general liquidity needs of the Partnership, as the use of such amounts is generally limited to the investment activities of the Consolidated Funds.
Due from/to Brokers
Amounts due from broker may be restricted to the extent that they serve as deposits for securities sold short. Amounts due to brokers represent margin borrowings that are collateralized by certain marketable securities and partners restricted pledged collateral as of March 31, 2015.
Derivative Instruments
The Consolidated Funds record their derivative activities at fair value. Gains and losses from derivative contracts are included in net realized gain (loss) and net change in unrealized appreciation (depreciation) on investments of Consolidated Funds in the Consolidated Statement of Operations. For further information regarding the valuation of these instruments, see Note 4.
Income Taxes
The Consolidated Funds are generally not subject to U.S. federal and state income taxes and, consequently, no income tax provision has been made in the accompanying interim consolidated financial statements because individual investors are responsible for taxes on their proportionate share of the taxable income.
Kayne Anderson Real Estate Partners I, L.P. (KAREP) had established KAREP REIT, Inc. (REIT), a wholly-owned real estate investment trust, to invest in certain real estate entities. REIT is required to distribute at least 90% of its taxable income to shareholders and meet certain asset and income tests as well as certain other requirements. REIT will generally not be liable for federal and state income taxes, provided it satisfies the necessary requirements.
Income and Expense Recognition
Investment transactions are accounted for on a trade-date basis. Realized gains and losses from disposition of securities are generally determined using the highest-cost share first method. Dividends are recorded on the ex- dividend date and interest is recognized on the accrual basis. Dividends also include income and expense items generated from the cash distributions from master limited partnerships investments, held long or sold short, respectively. All expenses of operating the Consolidated Funds shall be borne by the Consolidated Funds and recorded on an accrual basis as incurred.
KAYNE ANDERSON CAPITAL ADVISORS, L.P. AND SUBSIDIARIES
Notes to Interim Consolidated Financial Statements (Continued)
(Unaudited)
2. BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
New Accounting Pronouncements
In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers (ASU 2014 09). ASU 2014-09 supersedes the revenue recognition requirements in ASC 605Revenue Recognition (ASC 605) and most industry-specific guidance throughout the ASC. ASU 2014 09 is a comprehensive new revenue recognition standard for contracts with customers that will supersede most current revenue recognition guidance including industry- specific guidance. This standard contains principles that an entity will apply to determine the measurement of revenue and timing of when it is recognized. The entity will recognize revenue to reflect the transfer of goods or services to customers at an amount that the entity expects to be entitled to in exchange for those goods or services. The new standard is effective for public entities beginning December 15, 2017 and for non-public entities beginning December 15, 2018. Early application is permitted for annual reporting periods beginning after December 15, 2016, including interim periods. The standard permits the use of either the retrospective or cumulative effect transition method. The Partnership is currently evaluating the impact on its interim consolidated financial statements upon the adoption of this new standard.
In April 2015, the FASB issued ASU 2015-03 guidance simplifying the presentation of debt issuance costs. The amendments require that debt issuance costs related to recognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability, consistent with debt discounts. The recognition and measurement guidance for debt issuance costs are not affected by the new guidance. The amendments are effective for annual reporting periods, including interim periods within those reporting periods, beginning after December 15, 2015, and early adoption is permitted. The guidance is to be applied on a retrospective basis and accounted for as a change in accounting principle. The Company is currently evaluating the impact of this guidance on its interim consolidated financial statements. The Partnership is currently evaluating the impact on its interim consolidated financial statements upon the adoption of this new guidance.
3. FAIR VALUE MEASUREMENTS
The Partnership follows the fair value measurement and disclosure guidance under U.S. GAAP, which establishes a hierarchical disclosure framework. This framework prioritizes and ranks the level of market price observability used in measuring investments at fair value. The fair value of a financial instrument is the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (the exit price). Market price observability is affected by a number of factors, including the type of investment, the characteristics specific to the investment and the state of the marketplace including the existence and transparency of transactions between market participants. Investments with readily available active quoted prices or for which fair value can be measured from actively quoted prices in an orderly market generally will have a higher degree of market price observability and a lesser degree of judgment used in measuring fair value. In all cases, an instruments level within the hierarchy is based upon the market pricing transparency of the instrument and does not necessarily correspond to the Partnerships perceived risk or liquidity of the instrument.
KAYNE ANDERSON CAPITAL ADVISORS, L.P. AND SUBSIDIARIES
Notes to Interim Consolidated Financial Statements (Continued)
(Unaudited)
3. FAIR VALUE MEASUREMENTS (Continued)
Financial assets and liabilities measured at fair value are classified into one of the following categories:
· Level IQuoted prices are available in active markets for identical investments as of the reporting date.
· Level IIFair value is determined based on inputs other than quoted prices that are observable for the asset or liability either directly or indirectly as of the reporting date. This category may include inputs in markets that are not considered to be active.
· Level IIIFair value is determined based on inputs that are unobservable for the investment and includes situations where there is little, if any, market activity for the asset or liability. The inputs into the determination of fair value require significant management judgment or estimation and the Partnership may use models or other valuation methodologies to arrive at fair value.
Fair value is a market-based measure, based on assumptions of prices and inputs considered from the perspective of a market participant that are current as of the measurement date, rather than an entity-specific measure. Therefore, even when market assumptions are not readily available, the Partnership and Consolidated Funds own assumptions are set to reflect those that market participants would use in pricing the asset or liability at the measurement date.
The availability of valuation techniques and availability of observable inputs can vary from security to security and is are affected by a wide variety of factors, including the type of security, whether the security is new and not yet established in the marketplace, the liquidity of markets, and other characteristics particular to the transaction. To the extent that valuation is based on models or inputs that are less observable or unobservable in the market, the determination of fair value requires more judgment. Because of the inherent uncertainty of valuation, those estimated values may be materially higher or lower than the values that would have been used had a ready market for the securities existed. Accordingly, the degree of judgment exercised by the Partnership and Consolidated Funds in determining fair value is greatest for securities categorized in Level III. In certain cases, the level in the fair value hierarchy which the fair value measurement falls in its entirety is determined based on the lowest level input that is significant to the fair value measurement.
Corporate and Convertible Bonds
The fair value of corporate and convertible bonds is are estimated using recently executed transactions, market price quotations (where observable), bond spreads, or credit default swap spreads. The spread data used is for the same maturity as the bond. If the spread data does not reference the issuer, then data that references a comparable issuer is used. When observable price quotations are not available, fair value is determined based on cash flow models using yield curves, bond or single name credit default swap spreads, and recovery rates based on collateral values as key inputs. Corporate and convertible bonds are generally categorized in Level II of the fair value hierarchy when readily observable market inputs can be obtained. In instances where there is a lack of marketability or significant unobservable inputs, they are categorized in Level III of the fair value hierarchy.
KAYNE ANDERSON CAPITAL ADVISORS, L.P. AND SUBSIDIARIES
Notes to Interim Consolidated Financial Statements (Continued)
(Unaudited)
3. FAIR VALUE MEASUREMENTS (Continued)
Private Bank Debt
The fair value of bank debt is generally valued using recently executed transactions, market prices quotations (where observable), and market observable credit default swap levels. When quotations are unobservable, proprietary valuation models and default recovery analysis methods are employed. Private bank debt is categorized in Level II or III of the fair value hierarchy.
Investments in Private Operating Companies
The Consolidated Funds investments in private operating companies consist of membership interests in limited liability companies, direct private equity and debt investments, limited liability common and preferred units, promissory notes and warrants. The transaction price, excluding transaction costs, is typically the Consolidated Funds best estimate of fair value at inception. When evidence supports a change to the carrying value from the transaction price, adjustments are made to reflect expected exit values in the investments principal market under current market conditions. Ongoing reviews by the Consolidated Funds management are based on an assessment of trends in the performance of the underlying investment from the inception date through the most recent valuation date. These assessments typically incorporate valuation methodologies that consider the evaluation of arms length financing and sale transactions with third parties, an income approach reflecting a discounted cash flow analysis, and a market approach that includes a comparative analysis of acquisition multiples and pricing multiples generated by market participants. In certain instances, the Consolidated Funds may use multiple valuation methodologies for a particular investment and estimate its fair value based on a weighted average or a selected outcome within a range of multiple valuation results. These investments in private operating companies are generally included in Level III of the fair value hierarchy.
Equity investments valued using a market approach utilized valuation multiples times the annual Earnings Before Interest, Taxes, Depreciation and Amortization (EBITDA), or another performance metric such as revenues, net earnings or projected future revenues. The selected valuation multiple was estimated through a comparative analysis of the performance and characteristics of each investment within a range of comparable companies or transactions in the observable marketplace. The fair value of the Consolidated Funds investments is considered, on the whole, as a basket of related securities. Once management has estimated the underlying entities business enterprise value, a waterfall analysis of the entities capital structure is considered.
Investments in Oil and Gas Companies
The Consolidated Funds invest in oil and gas companies which are generally formed as limited liability companies or limited partnerships. The transaction prices, excluding transaction costs, of the underlying operating companies are typically the Consolidated Funds best estimate of fair value at inception. When evidence supports a change to the carrying value from the transaction price, adjustments are made to reflect expected exit values in the investments principal market under current market conditions.
Management determines an appropriate discount rate to apply to the cash flows from the oil and gas resources based on the nature and risks of the specific asset. Additionally, the Consolidated Funds
KAYNE ANDERSON CAPITAL ADVISORS, L.P. AND SUBSIDIARIES
Notes to Interim Consolidated Financial Statements (Continued)
(Unaudited)
3. FAIR VALUE MEASUREMENTS (Continued)
management assigns further probability-weighted discounts to proven, yet undeveloped properties. These investments are generally included in Level III of the fair value hierarchy.
Investment in Limited Partnership
KAFU Holdings, QP (KAFU), one of the Consolidated Funds, holds an investment in a limited partnership that consists of a direct private equity investment in Plains AAP, L.P., owned by Plains GP Holdings, L.P. (PAGP), a publically traded entity. KAFU gives value to its right to convert its private GP interest into shares of PAGP on a one-for-one basis at KAFUs option. Since KAFU can convert on a one-for-one basis, KAFU uses the market price of PAGP to value these investments.
Investments in real estate entities
KAREPs investments in real estate entities through REIT consist of membership and partnership interests in limited liability companies and limited partnerships, of which certain investments are made directly through REIT. The transaction price, excluding transaction costs, is typically KAREPs best estimate of fair value at inception. When evidence supports a change to the carrying value from the transaction price, adjustments are made to reflect expected exit values in the investments principal market under current market conditions. Ongoing reviews by the KAREPs management are based on an assessment of trends in the performance of each underlying investment from the inception date through the most recent valuation date. These assessments typically incorporate valuation methodologies that consider the evaluation of arms length financing and sale transactions with third parties, an income approach reflecting a discounted cash flow or direct capitalization analysis, and a market approach that includes a comparative analysis of acquisition multiples and pricing multiples generated by market participants. In certain instances, KAREP may use a blended approach of multiple valuation methodologies for a particular investment and estimate its fair value based on a weighted average or a selected outcome within a range of multiple valuation results. These investments in real estate entities are generally included in Level III of the fair value hierarchy.
Warrants from portfolio companies
The Consolidated Funds may receive warrants from portfolio companies upon investments in the debt of the respective companies. The warrants provide the Consolidated Funds with exposure and potential gains upon equity appreciation of the portfolio companys equity value.
The fair value of the Consolidated Funds warrants are determined based upon the expected value, as if exercised, to be realized in a sale transaction of the Consolidated Funds entire investment position of each particular issuer as of the valuation date. The fair value of the Consolidated Funds investments is considered, on the whole, as a basket of related securities.
Option contracts
Options which are listed on major securities exchanges are valued at their last reported sales price as of the valuation date or based on bid or ask price at the close of business. When the Consolidated Funds purchase an option, they pay a premium and an amount equal to the premium is recorded as an asset. When the Consolidated Funds write an option, they receive a premium and an amount equal to
KAYNE ANDERSON CAPITAL ADVISORS, L.P. AND SUBSIDIARIES
Notes to Interim Consolidated Financial Statements (Continued)
(Unaudited)
3. FAIR VALUE MEASUREMENTS (Continued)
the premium is recorded as a liability. The asset or liability is subsequently adjusted to reflect the then current market fair value of the option. Depending on the frequency of trading, listed options are generally classified in Level I or II of the fair value hierarchy.
The following table summarizes the Partnerships and the Consolidated Funds assets and liabilities measured at fair value on a recurring basis within the fair value hierarchy levels at March 31, 2015:
|
|
As of March 31, 2015 |
| ||||||||||
|
|
(Dollars in thousands) |
| ||||||||||
|
|
Level 1 |
|
Level 2 |
|
Level 3 |
|
Total |
| ||||
Assets, at Fair Value |
|
|
|
|
|
|
|
|
| ||||
Investments of the Partnership |
|
|
|
|
|
|
|
|
| ||||
Investments in Exchange Traded Funds and Master Limited Partnerships |
|
$ |
742 |
|
$ |
16,052 |
|
$ |
|
|
$ |
16,794 |
|
Investments in Limited Partnerships and Limited Liability Companies |
|
|
|
|
|
15,662 |
|
15,662 |
| ||||
Investments in Limited Partnerships and Limited Liability Companies Measured at NAV(a) |
|
|
|
|
|
|
|
107,579 |
| ||||
Investments of the Partnership, at Fair Value |
|
$ |
742 |
|
$ |
16,052 |
|
$ |
15,662 |
|
$ |
140,035 |
|
Investments of the Consolidated Funds |
|
|
|
|
|
|
|
|
| ||||
Investment in Limited Partnerships |
|
$ |
|
|
$ |
2,481,512 |
|
$ |
|
|
$ |
2,481,512 |
|
Investments in Private Operating Companies |
|
|
|
|
|
|
|
|
| ||||
Class A LLC Units |
|
|
|
|
|
1,184 |
|
1,184 |
| ||||
Investments in Limited Liability Companies |
|
|
|
|
|
66,784 |
|
66,784 |
| ||||
Preferred Units |
|
|
|
|
|
69,511 |
|
69,511 |
| ||||
Promissory Notes |
|
|
|
|
|
9,963 |
|
9,963 |
| ||||
Warrants to Purchase Limited Liability Company Units |
|
|
|
|
|
14,047 |
|
14,047 |
| ||||
Investments in Real Estate Entities |
|
|
|
|
|
63,005 |
|
63,005 |
| ||||
Investments in Private Investment Company Measured at NAV(a) |
|
|
|
|
|
|
|
146 |
| ||||
Common Stock |
|
35,625 |
|
|
|
118,237 |
|
153,862 |
| ||||
Preferred Stock |
|
|
|
|
|
2,495 |
|
2,495 |
| ||||
Investments of the Consolidated Funds, at Fair Value |
|
$ |
35,625 |
|
$ |
2,481,512 |
|
$ |
345,226 |
|
$ |
2,862,509 |
|
Derivative Assets, at Fair Value |
|
|
|
|
|
|
|
|
| ||||
Call Options |
|
$ |
56 |
|
$ |
|
|
$ |
|
|
$ |
56 |
|
Put Options |
|
207 |
|
|
|
|
|
207 |
| ||||
Warrants |
|
1,232 |
|
|
|
|
|
1,232 |
| ||||
Derivatives, at Fair Value |
|
$ |
1,495 |
|
$ |
|
|
$ |
|
|
$ |
1,495 |
|
Total Assets, at Fair Value |
|
$ |
37,862 |
|
$ |
2,497,564 |
|
$ |
360,888 |
|
$ |
3,004,039 |
|
Securities Sold Short, at Fair Value |
|
|
|
|
|
|
|
|
| ||||
Exchange Traded Funds |
|
$ |
2,127 |
|
$ |
|
|
$ |
|
|
$ |
2,127 |
|
Common Stock |
|
14,854 |
|
|
|
|
|
14,854 |
| ||||
Securities Sold Short, at Fair Value |
|
$ |
16,981 |
|
$ |
|
|
$ |
|
|
$ |
16,981 |
|
Derivative Liabilities, at Fair Value |
|
|
|
|
|
|
|
|
| ||||
Call Options |
|
$ |
172 |
|
$ |
|
|
$ |
|
|
$ |
172 |
|
Derivative Liabilities, at Fair Value |
|
$ |
172 |
|
$ |
|
|
$ |
|
|
$ |
172 |
|
(a) As further described in Note 2 to these interim consolidated financial statements, certain investments that are measured at fair value using the NAV per share (or its equivalent) practical expedient have not been classified in the fair value hierarchy. The fair value amounts presented in this table are intended to permit a reconciliation of the fair value hierarchy to the amounts presented in the Consolidated Statement of Financial Condition.
KAYNE ANDERSON CAPITAL ADVISORS, L.P. AND SUBSIDIARIES
Notes to Interim Consolidated Financial Statements (Continued)
(Unaudited)
3. FAIR VALUE MEASUREMENTS (Continued)
The Consolidated Funds hold investments that are privately issued or otherwise restricted as to resale. For these investments, reliable market quotations are not readily available, and as such, valuations are determined in a manner that most accurately reflects the fair value of the investment on the valuation date. Unless otherwise determined by the Partnership, the following valuation process is used for such investments.
The Partnership establishes valuation processes and procedures to ensure that the valuation techniques for the investments categorized within Level III of the fair value hierarchy are fair, consistent, and verifiable. The Partnership designates a valuation committee (the Committee) to oversee the entire valuation process of the Partnerships and Consolidated Funds Level III investments. The Committee is comprised of various personnel of the Partnership, including members of the Consolidated Funds portfolio management and deal team. The Committee is responsible for developing the Partnerships and Consolidated Funds written valuation processes and procedures, conducting periodic reviews of the valuation policies, and evaluating the overall fairness and consistent application of the valuation policies.
Valuations determined by the Partnership and Consolidated Funds are required to be supported by market data, industry accepted third-party pricing models, or other methods the Committee deems to be appropriate, including the use of internal proprietary pricing models. Level III investment valuations may reflect internal assumptions which may or may not agree with the assumptions of other market participants.
The following table summarizes the changes in the Partnerships and the Consolidated Funds Level III assets for the quarter ended March 31, 2015:
KAYNE ANDERSON CAPITAL ADVISORS, L.P. AND SUBSIDIARIES
Notes to Interim Consolidated Financial Statements (Continued)
(Unaudited)
3. FAIR VALUE MEASUREMENTS (Continued)
|
|
Beginning |
|
Deconsolidation |
|
Equity in |
|
Net Realized |
|
Net Change |
|
Purchases |
|
Accretion |
|
Sales / |
|
Transfers |
|
Transfers |
|
Ending |
|
Unrealized |
| ||||||||||||
Investments of the Partnership |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||||||
Investments in Limited Partnerships and Limited Liability Companies |
|
$ |
9,497 |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
3,786 |
|
$ |
2,379 |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
15,662 |
|
$ |
3,786 |
|
Total Investment of the Partnership |
|
$ |
9,497 |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
3,786 |
|
$ |
2,379 |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
15,662 |
|
$ |
3,786 |
|
Investments of Consolidated Funds |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||||||
Warrants |
|
$ |
5,819 |
|
$ |
|
|
$ |
|
|
$ |
1,828 |
|
$ |
6,400 |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
14,047 |
|
$ |
8,228 |
|
Promissory Notes |
|
9,994 |
|
|
|
|
|
|
|
(100 |
) |
|
|
69 |
|
|
|
|
|
|
|
9,963 |
|
130 |
| ||||||||||||
Preferred Stock |
|
2,559 |
|
|
|
|
|
|
|
(64 |
) |
|
|
|
|
|
|
|
|
|
|
2,495 |
|
(64 |
) | ||||||||||||
Preferred Units |
|
45,853 |
|
|
|
|
|
|
|
18,775 |
|
4,883 |
|
|
|
|
|
|
|
|
|
69,511 |
|
18,775 |
| ||||||||||||
Common Stock |
|
98,455 |
|
|
|
|
|
|
|
19,782 |
|
|
|
|
|
|
|
|
|
|
|
118,237 |
|
72,770 |
| ||||||||||||
Investment in Limited Partnership |
|
2,410,894 |
|
(2,410,894 |
) |
|
|
|
|
124,096 |
|
|
|
|
|
|
|
2,231,052 |
|
(2,355,148 |
) |
|
|
124,096 |
| ||||||||||||
Investments in Real Estate Entities |
|
61,947 |
|
|
|
1,058 |
|
2 |
|
|
|
|
|
|
|
(2 |
) |
|
|
|
|
63,005 |
|
|
| ||||||||||||
Investments in Limited Liability Companies |
|
50,604 |
|
|
|
|
|
10,560 |
|
5,641 |
|
518 |
|
|
|
(539 |
) |
|
|
|
|
66,784 |
|
15,939 |
| ||||||||||||
Investment in Private Operating CompanyClass A LLC Units |
|
1,150 |
|
|
|
|
|
|
|
34 |
|
|
|
|
|
|
|
|
|
|
|
1,184 |
|
34 |
| ||||||||||||
Total Investment of Consolidated Funds |
|
$ |
2,687,275 |
|
$ |
(2,410,894 |
) |
$ |
1,058 |
|
$ |
12,390 |
|
$ |
174,564 |
|
$ |
5,401 |
|
$ |
69 |
|
$ |
(541 |
) |
$ |
2,231,052 |
|
$ |
(2,355,148 |
) |
$ |
345,226 |
|
$ |
239,908 |
|
Total Investments, at Fair Value |
|
$ |
2,696,772 |
|
$ |
(2,410,894 |
) |
$ |
1,058 |
|
$ |
12,390 |
|
$ |
178,350 |
|
$ |
7,780 |
|
$ |
69 |
|
$ |
(541 |
) |
$ |
2,231,052 |
|
$ |
(2,355,148 |
) |
$ |
360,888 |
|
$ |
243,694 |
|
(1) Represents investments in Consolidated Funds as of December 31, 2014 that were deconsolidated during the period. Balance was previously eliminated upon consolidation and not reported as Level III investment as of March 31, 2015.
KAYNE ANDERSON CAPITAL ADVISORS, L.P. AND SUBSIDIARIES
Notes to Interim Consolidated Financial Statements (Continued)
(Unaudited)
3. FAIR VALUE MEASUREMENTS (Continued)
The Partnership records transfers between Level I, Level II or Level III, if any, at the end of the period. Transfers between Level I and Level II generally relate to whether a market becomes active or inactive. Transfers between Level II and Level III generally relate to whether significant relevant observable inputs are available for the fair value measurements in their entirety.
The table below summarizes information about the significant unobservable inputs used in determining the fair value of the Level III assets and liabilities held by the Consolidated Funds at March 31, 2015:
Investment Type |
|
Fair Value as |
|
Valuation Techniques |
|
Unobservable Inputs |
|
Range of |
|
Weighted | |
Investments of the Partnership |
|
|
|
|
|
|
|
|
|
| |
Investments in Limited Partnerships and Limited Liability Companies |
|
$ |
9,014 |
|
Last Financing (Greater than 12 months) |
|
N/A |
|
N/A |
|
N/A |
|
|
3,083 |
|
Last Financing (7 to 12 months) |
|
N/A |
|
N/A |
|
N/A | |
|
|
3,565 |
|
Last Financing (6 months or less) |
|
N/A |
|
N/A |
|
N/A | |
Total Investments in Limited Partnerships |
|
15,662 |
|
|
|
|
|
|
|
| |
Investments of the Consolidated Funds |
|
|
|
|
|
|
|
|
|
| |
Common Stock |
|
118,202 |
|
Discount to publicly traded security |
|
Current Discount |
|
3.33% |
|
| |
Common Stock |
|
35 |
|
Income ApproachDiscounted Cash Flow Analysis |
|
Best Estimate Barrels Per Million |
|
3,727 |
|
N/A | |
|
|
|
|
|
|
Value Per Barrel of Resource |
|
0.1 |
|
N/A | |
|
|
|
|
|
|
Discount Due to Dilution |
|
51% - 90% |
|
83% | |
Total Common Stock |
|
118,237 |
|
|
|
|
|
|
|
| |
Preferred Units |
|
15,358 |
|
Market Approach |
|
Enterprise Value/EBITDA multiple |
|
6.8x |
|
| |
|
|
29,039 |
|
Market Approach |
|
Enterprise Value/Revenue multiple |
|
4.71x |
|
4.71x | |
|
|
54,153 |
|
Market Approach |
|
Enterprise Value/Revenue multiple |
|
2.95x - 6.85x |
|
5.18x | |
Total Preferred Units |
|
98,550 |
|
|
|
|
|
|
|
| |
Promissory Note |
|
9,963 |
|
Transaction Price(2) |
|
N/A |
|
N/A |
|
N/A | |
Investment in Private Operating CompanyClass A LLC Units |
|
1,184 |
|
Market Approach |
|
Enterprise Value/EBITDA multiple |
|
6.0x |
|
| |
Investments in Real Estate Entities |
|
14,879 |
|
Discounted cash flow analysis |
|
Discount rate |
|
12.8% - 14.3% |
|
13% | |
|
|
|
|
Discounted cash flow analysis |
|
Exit cap rate |
|
6.8% - 8.0% |
|
7% | |
|
|
|
|
Discounted cash flow analysis |
|
DCF Terms (years) |
|
5 years |
|
5 years | |
|
|
2,182 |
|
Market Approach |
|
Contract offer |
|
N/A |
|
N/A | |
|
|
45,944 |
|
Market Approach |
|
Contract offer |
|
N/A |
|
N/A | |
Total Investments in Real Estate Entities |
|
63,005 |
|
Unadjusted broker |
|
|
|
|
|
| |
Preferred Stock |
|
2,495 |
|
quotes(1) |
|
N/A |
|
N/A |
|
N/A | |
Common Units |
|
8,035 |
|
Market Approach |
|
Enterprise Value/Revenue multiple |
|
4.58x - 18.78x |
|
8.64x | |
|
|
17,415 |
|
Market Approach |
|
Enterprise Value/Revenue multiple |
|
4.71x |
|
4.71x | |
Total Common Units |
|
25,450 |
|
|
|
|
|
|
|
| |
Notes |
|
3,593 |
|
Market Approach |
|
Enterprise Value/Revenue multiple |
|
2.49x - 18.78x |
|
7.22x | |
KAYNE ANDERSON CAPITAL ADVISORS, L.P. AND SUBSIDIARIES
Notes to Interim Consolidated Financial Statements (Continued)
(Unaudited)
3. FAIR VALUE MEASUREMENTS (Continued)
Investment Type |
|
Fair Value as |
|
Valuation Techniques |
|
Unobservable Inputs |
|
Range of |
|
Weighted | |
Warrants |
|
7,938 |
|
Market Approach |
|
Enterprise Value/Revenue multiple |
|
2.49x - 4.58x |
|
4x | |
|
|
|
|
Market Approach |
|
Fair Value of underlying equity unit |
|
$5.36 - $9,139 |
|
2,546 | |
|
|
8,317 |
|
Market Approach |
|
Enterprise Value/Revenue multiple |
|
2.25x |
|
2.25x | |
Total Warrants |
|
16,255 |
|
|
|
|
|
|
|
| |
Investments in Limited Liability Company |
|
6,404 |
|
Income ApproachDiscounted Cash Flow Analysis |
|
Discount rate |
|
10% |
|
N/A | |
|
|
|
|
|
|
Discount to wells not yet producing |
|
25% - 100% |
|
37% | |
|
|
14 |
|
Income Approach |
|
Potential litigation proceeds |
|
0.5 |
|
N/A | |
|
|
|
|
|
|
Remaining cash value |
|
N/A |
|
N/A | |
|
|
76 |
|
Market ApproachRecent transaction price |
|
Valuation Multiple |
|
50x |
|
N/A | |
|
|
|
|
|
|
Transaction Price(2) |
|
N/A |
|
N/A | |
Total Investments in Limited Liability Company |
|
6,494 |
|
|
|
|
|
|
|
| |
Total Assets at Fair Value |
|
$ |
360,888 |
|
|
|
|
|
|
|
|
(1) Represents a price which is created by incorporating multiple broker quotes, where available.
(2) Certain investments are valued based on recent transactions, generally defined as investments purchased or sold within six months of the valuation date. The Partnership has determined that there has been no change to the valuation based on the underlying assumptions used at the closing of such transactions.
Certain investments of the Partnership are valued, as a practical expedient, utilizing the net asset valuation provided by an underlying private investment company, without adjustment, when the net asset valuation of the investment is calculated (or adjusted by the Partnership if necessary) in a manner consistent with U.S. GAAP for investment companies. Practical expedients are applied to these investments consistently with the Partnerships positions in these investments, unless it is probable that the Partnership will sell a portion of such investments at amounts different from the net asset valuation. If it is probable that the Partnership will sell these investments at amounts different from the net asset valuation or in other situations where practical expedients are not available, the Partnership considers other factors in addition to the net asset valuation, such as features of the investment, including subscription and redemption rights, expected discounted cash flows, transactions in the secondary market, bids received from potential buyers, and overall market conditions in its determination of fair value.
KAYNE ANDERSON CAPITAL ADVISORS, L.P. AND SUBSIDIARIES
Notes to Interim Consolidated Financial Statements (Continued)
(Unaudited)
3. FAIR VALUE MEASUREMENTS (Continued)
For investments valued using NAV per share, a summary of fair value by strategy type along with the remaining unfunded commitment and any redemption restrictions of such investments as of March 31, 2015 are presented below:
|
|
As of March 31, 2015 |
| ||||||||
|
|
(Dollars in thousands) |
| ||||||||
Strategy |
|
Fair Value |
|
Unfunded |
|
Redemption |
|
Redemption |
| ||
Controlled |
|
$ |
37,638 |
|
$ |
|
|
(1) |
|
n/a |
|
Energy Private Equity |
|
19,312 |
|
20,425 |
|
(1) |
|
n/a |
| ||
Growth Energy/Mezzanine |
|
894 |
|
188 |
|
(1) |
|
n/a |
| ||
Marketable Securities |
|
3,623 |
|
|
|
(2) |
|
10 - 60 days |
| ||
Middle Market Credit |
|
22,299 |
|
12,551 |
|
(1) |
|
n/a |
| ||
Municipal Opportunity |
|
3,100 |
|
4,055 |
|
(1) |
|
n/a |
| ||
Public Funds |
|
20,278 |
|
|
|
(3) |
|
n/a |
| ||
Specialty Real Estate |
|
435 |
|
274 |
|
(1) |
|
n/a |
| ||
Total investments in limited partnerships and limited liability companies measured at NAV |
|
$ |
107,579 |
|
$ |
37,493 |
|
|
|
|
|
Other investments not measured at NAV |
|
15,662 |
|
|
|
|
|
|
| ||
Total investments in limited partnerships and limited liability companies |
|
$ |
123,241 |
|
|
|
|
|
|
|
(1) This strategy includes several private equity funds that invest in a variety of sectors including energy, growth, middle market credit, and municipal opportunity. The fair values of the investments in this strategy have been estimated using the NAV of the Partnerships ownership interest within the investment. These investments generally cannot be redeemed unless approved by the general partner. Distributions from each investment are generally received as the underlying investments of these funds are liquidated or upon termination of the respective fund. The dates in which the underlying investments in these funds will be sold are unknown.
(2) This strategy includes hedge funds that hold a variety of investments including marketable securities. The fair values of the investments in this strategy have been estimated using the NAV of the investments. Monthly and quarterly redemption restrictions within this strategy include lock-up periods ranging from 6 - 12 months and withdrawal notice requirements between 10 - 60 days prior to the date of redemption.
(3) This strategy includes public exchange traded funds and master limited partnerships. The fair values of the investments in this strategy have been estimated using the NAV of the investments. All outstanding shares of common stock are of the same class and have identical rights. Holders of common stock have no preference, conversion, exchange, sinking fund, redemption or appraisal rights and have no preemptive rights to subscribe for any securities. Shares of common stock are freely transferable, except where their transfer is restricted by federal and state securities laws or by contract. All shares of common stock have equal earnings, assets, distribution, liquidation and other rights.
KAYNE ANDERSON CAPITAL ADVISORS, L.P. AND SUBSIDIARIES
Notes to Interim Consolidated Financial Statements (Continued)
(Unaudited)
3. FAIR VALUE MEASUREMENTS (Continued)
The Consolidated Funds held warrants to purchase limited liability company units which were categorized as investments, at fair value of the Consolidated Funds per the Consolidated Statement of Financial Condition. At March 31, 2015, the volume of the Consolidated Funds investment activities related to warrants to purchase limited liability company units based on their notional amounts and number of contracts, categorized by primary underlying risk, are as follows (notional amount in thousands):
|
|
As of March 31, 2015 |
| |||
|
|
(Notional in thousands) |
| |||
Primary Underlying Risk |
|
Notional |
|
Number of |
| |
Equity Price |
|
|
|
|
| |
Positions held long: |
|
|
|
|
| |
Warrants to purchase limited liability company units |
|
$ |
7,124 |
|
2 |
|
(a) Notional amount for the warrants to purchase limited liability company units is based on the fair value of the underlying shares as if the warrants to purchase limited liability company units was exercised at March 31, 2015 and it corresponds to the representative volume activity during the quarter ended March 31, 2015.
The following table identifies the fair value amounts of the Consolidated Funds warrants to purchase limited liability company units included in the Consolidated Statement of Financial Condition, categorized by primary underlying risk, at March 31, 2015. The following table also identifies the net realized gain (loss) and change in unrealized appreciation (depreciation) on investments in warrants to purchase limited liability company units included in the Consolidated Statement of Operations, categorized by primary underlying risk, for the year quarter ended March 31, 2015:
|
|
Three Months Ended March 31, 2015 |
| |||||||
|
|
(Dollars in thousands) |
| |||||||
Primary Underlying Risk |
|
Fair Value |
|
Realized |
|
Net Change in |
| |||
Equity Price |
|
|
|
|
|
|
| |||
Positions held long: |
|
|
|
|
|
|
| |||
Warrants to purchase limited liability company units |
|
$ |
14,047 |
|
$ |
|
|
$ |
8,228 |
|
4. DERIVATIVE FINANCIAL INSTRUMENTS
In the normal course of business, certain Consolidated Funds utilize derivative contracts in connection with their proprietary trading activities. Investments in derivative contracts are subject to additional risks that can result in a loss of all or part of an investment. Derivative activities and exposure to derivative contracts of the Consolidated Funds are classified according to the primary underlying risks; equity price and credit risk. In addition to its primary underlying risks, the
KAYNE ANDERSON CAPITAL ADVISORS, L.P. AND SUBSIDIARIES
Notes to Interim Consolidated Financial Statements (Continued)
(Unaudited)
4. DERIVATIVE FINANCIAL INSTRUMENTS (Continued)
Consolidated Funds are also subject to additional counterparty risk due to inability of their counterparties to meet the terms of their contracts.
The following is a description of the significant derivative instruments utilized by the Consolidated Funds during the reporting periods:
Options
The Consolidated Funds are subject to equity price risk in the normal course of pursuing their investment objectives. The Consolidated Funds may enter into options to speculate on the price movements of the financial instrument underlying the option, or for use as an economic hedge against certain equity positions held in the Consolidated Funds portfolio holdings.
Option contracts held long give the Consolidated Funds the right, but not the obligation, to buy or sell, within a limited time, a financial instrument, commodity or currency at a contracted price that may also be settled in cash, based on differentials between specified indices or prices.
Option contracts held short may obligate the Consolidated Funds to buy or sell, within a limited time, a financial instrument, commodity or currency at a contracted price that may also be settled in cash, based on differentials between specified indices or prices, and may expose the Consolidated Funds to market risk of an unfavorable change in the underlying financial instrument.
The Consolidated Funds are exposed to counterparty risk from the potential that a seller of an option contract does not sell or purchase the underlying asset as agreed under the terms of the option contract. The maximum risk of loss at any measurement date from counterparty risk to the Consolidated Funds is the fair value of the contracts and the premiums paid to purchase its open option contracts. The Consolidated Funds consider the credit risk of the intermediary counterparties to its option transactions in evaluating potential credit risk.
Warrants
The Consolidated Funds may purchase or receive warrants from portfolio companies upon an investment in the debt or equity of a company. The warrants provide the Consolidated Funds with exposure and potential gains upon equity appreciation of the portfolio companys share price. Warrants which are listed on major securities exchanges are valued at their last reported sales price as of the valuation date.
The value of a warrant has two components: time value and intrinsic value. A warrant has a limited life and expires on a certain date. As time to the expiration date of a warrant approaches, the time value of a warrant will decline. In addition, if the stock underlying the warrant declines in price, the intrinsic value of an in the money warrant will decline. Further, if the price of the stock underlying the warrant does not exceed the strike price of the warrant on the expiration date, the warrant will expire worthless. As a result, there is the potential for Consolidated Funds to lose their entire investment in a warrant.
The Consolidated Funds are exposed to counterparty risk from the potential failure of an issuer of warrants to settle its exercised warrants. The maximum risk of loss from counterparty risk to the Consolidated Funds includes the purchase price or assigned cost of the warrants. The Consolidated
KAYNE ANDERSON CAPITAL ADVISORS, L.P. AND SUBSIDIARIES
Notes to Interim Consolidated Financial Statements (Continued)
(Unaudited)
4. DERIVATIVE FINANCIAL INSTRUMENTS (Continued)
Funds consider the effects of counterparty risk when determining the fair value of their investments in warrants.
Fair Value and Exposure of Derivatives
The following table lists the average yearly notional amounts and number of contracts held at March 31, 2015 categorized by primary underlying risk. The values in the table below exclude the effects of cash received or posted pursuant to derivative contacts, and therefore are not representative of the Consolidated Funds net exposure.
|
|
As of March 31, 2015 |
| |||
|
|
(Notional amounts in |
| |||
Primary Underlying Risk |
|
Notional |
|
Number of |
| |
Equity Price |
|
|
|
|
| |
Positions held long: |
|
|
|
|
| |
Call options |
|
$ |
246 |
|
50 |
|
Put options |
|
1,324 |
|
460 |
| |
Warrants |
|
2,742 |
|
59,300 |
| |
Positions held short: |
|
|
|
|
| |
Call options |
|
1,948 |
|
700 |
| |
Put options |
|
1,188 |
|
400 |
| |
(a) Notional amounts presented for options and warrants are yearly averages based on the fair value of the underlying shares at March 31, 2015.
Impact of Derivatives on the Consolidated Statement of Financial Condition and Consolidated Statement of Operations
The Consolidated Funds are required to disclose the impact of offsetting assets and liabilities represented in the Consolidated Statement of Financial Condition to enable users of the financial statements to evaluate the effect or potential effect of netting arrangements on its financial condition for recognized assets and liabilities. These recognized assets and liabilities are financial instruments and derivative instruments that are either subject to an enforceable master netting arrangement or similar agreement or meet the following right of setoff criteria: the amounts owed by the Consolidated Funds to another party are determinable, the Consolidated Funds have the right to set off the amounts owed with the amounts owed by the other party, the Consolidated Funds intend to set off, and the Consolidated Funds right of setoff is enforceable at law. As of March 31, 2015, the Consolidated Funds did not hold derivative instruments that are eligible for offset in the Consolidated Statement of Financial Condition.
The following table identifies the fair value amounts of derivative instruments included in the Consolidated Statement of Financial Condition as derivative contracts, categorized by primary underlying risk, at March 31, 2015. The following table also identifies the net realized gains (losses)
KAYNE ANDERSON CAPITAL ADVISORS, L.P. AND SUBSIDIARIES
Notes to Interim Consolidated Financial Statements (Continued)
(Unaudited)
4. DERIVATIVE FINANCIAL MEASUREMENTS (Continued)
and net change in unrealized appreciation (depreciation) on derivative contracts included in the Consolidated Statement of Operations for the quarter ended March 31, 2015:
|
|
Three Months Ended March 31, 2015 |
| ||||||||||
|
|
(Dollars in thousands) |
| ||||||||||
Primary Underlying Risk |
|
Derivative |
|
Derivative |
|
Realized |
|
Net Change in |
| ||||
Equity Price |
|
|
|
|
|
|
|
|
| ||||
Call options |
|
$ |
56 |
|
$ |
109 |
|
$ |
15 |
|
$ |
14 |
|
Put options |
|
207 |
|
63 |
|
5 |
|
78 |
| ||||
Warrants |
|
1,232 |
|
|
|
|
|
30 |
| ||||
Total |
|
$ |
1,495 |
|
$ |
172 |
|
$ |
20 |
|
$ |
122 |
|
5. MANAGEMENT FEES AND PERFORMANCE ALLOCATIONS
Management fees earned by the Partnership for KACALP Funds and accounts with hedge fund-style fee arrangements generally range from 1% to 2%, annually, based on NAV of these Funds and accounts prior to the accrual of performance allocations. Management fees earned by the Partnership for KACALP Funds and accounts with private equity-style fee arrangements are generally 1.5% to 2%, annually, based on the lower of investment cost or NAV of these Funds and accounts prior to the accrual of performance allocations or on the amount of capital committed to these Funds and accounts by its investors.
For KACALP Funds and accounts with hedge fund-style fee arrangements, performance allocations earned by the Partnership are generally 20% of all profits, subject to preferred returns as specified in the KACALP Funds advisory agreements.
For KACALP Funds and accounts with private equity-style fee arrangements, cumulative performance allocations earned by the Partnership are generally 20% of all profits, subject to the return of contributed capital amounts and preferred returns as specified in the KACALP Funds advisory agreements.
The following table represents the gross amounts of management fees and performance allocation earned by the Partnership prior to eliminations due to consolidation of the KACALP Funds and the
KAYNE ANDERSON CAPITAL ADVISORS, L.P. AND SUBSIDIARIES
Notes to Interim Consolidated Financial Statements (Continued)
(Unaudited)
5. MANAGEMENT FEES AND PERFORMANCE ALLOCATIONS (Continued)
net amount reported in the Partnerships Consolidated Statement of Operations for the three months ended March 31, 2015:
|
|
Three Months Ended March 31, 2015 |
| ||||
|
|
(in thousands) |
| ||||
|
|
Management Fees |
|
Performance |
| ||
Public Funds |
|
$ |
32,201 |
|
$ |
|
|
Energy Private Equity |
|
14,097 |
|
28,529 |
| ||
Marketable Securities |
|
9,881 |
|
1,263 |
| ||
Specialty Real Estate |
|
5,282 |
|
10,062 |
| ||
Controlled |
|
3,630 |
|
346 |
| ||
Middle Market Credit |
|
2,787 |
|
1,410 |
| ||
Growth Energy/Mezzanine |
|
1,489 |
|
14,453 |
| ||
Separately Managed Account |
|
1,043 |
|
200 |
| ||
Municipal Opportunity |
|
177 |
|
231 |
| ||
Total, Gross |
|
70,587 |
|
56,494 |
| ||
Eliminations |
|
(1,036 |
) |
(8,864 |
) | ||
Total, Net |
|
$ |
69,551 |
|
$ |
47,630 |
|
At March 31, 2015, approximately $20.5 million and $224.8 million were accrued for management fee income and performance allocation, respectively, and included in management and performance allocations receivable in the Consolidated Statement of Financial Condition. Accrued realized performance allocations as of March 31, 2015 amounted to approximately -$0.6 million prior to eliminations for the Consolidated Funds. Cumulative unrealized performance allocations as of March 31, 2015 amounted to approximately $243.5 million prior to eliminations for the Consolidated Funds. For the three months ended March 31, 2015 the Partnership had a gain of approximately $16.2 million related to unrealized performance allocations prior to eliminations.
In addition, included within the performance allocation revenue is approximately $0.1million, prior to eliminations, which relates to performance allocations charged to the earnings the Partnership receives from its limited partner investments in the Funds.
6. VARIABLE INTEREST ENTITIES
The Partnership consolidates certain VIEs in which it is determined that the Partnership is the primary beneficiary either directly or indirectly, through a consolidated entity or affiliate. These VIEs include certain private equity, real estate and hedge funds. The purpose of such VIEs is to provide strategy specific investment opportunities for investors generally in exchange for management and performance based fees. The investment strategies of the KACALP Funds differ by product; however, the fundamental risks of the KACALP Funds have similar characteristics, including loss of invested capital and loss of management fees and performance based fees. The Partnership does not provide performance guarantees and has no other financial obligation to provide funding to consolidated VIEs
KAYNE ANDERSON CAPITAL ADVISORS, L.P. AND SUBSIDIARIES
Notes to Interim Consolidated Financial Statements (Continued)
(Unaudited)
6. VARIABLE INTEREST ENTITIES (Continued)
other than its own capital commitments. Additionally, the Partnership consolidates certain VIEs that serve as the investment manager and/or general partner of the KACALP Funds.
The following table presents the assets and liabilities of entities that are VIEs, and consolidated by the Partnership on a gross basis prior to eliminations due to consolidation at March 31, 2015:
|
|
As of March 31, 2015 |
| |
|
|
(Dollars in thousands) |
| |
|
|
Consolidated Funds |
| |
Assets |
|
|
| |
Cash and cash eqivalents |
|
$ |
13,211 |
|
Investments in securities, at fair value |
|
2,862,509 |
| |
Due from brokers |
|
17,094 |
| |
Derivative assets, at fair value |
|
1,495 |
| |
Due from related parties |
|
830 |
| |
Dividends and interest receivable |
|
32 |
| |
Other assets |
|
1,787 |
| |
Total Assets |
|
$ |
2,896,958 |
|
Liabilities |
|
|
| |
Accounts payable, accrued expenses and other liabilities |
|
$ |
1,634 |
|
Due to related parties |
|
338 |
| |
Securities sold short, at fair value |
|
16,981 |
| |
Derivative liabilities, at fair value |
|
172 |
| |
Loan payable |
|
575 |
| |
Total Liabilities |
|
$ |
19,700 |
|
The assets presented in the table above belong to the investors in those entities, are available for use only by the entity to which they belong and are not available for use by the Partnership. The Consolidated Funds have no recourse to the general credit of the Partnership with respect to any liability.
The Partnership has a minimal direct entity ownership, if any, in the non-consolidated entities that are VIEs and its involvement is generally limited to providing asset management services. The Partnerships exposure to loss from these entities is limited to a decrease in accrued performance allocation, as well as any direct equity ownership in the VIEs. At March 31, 2015 the net assets of these VIEs were approximately $16,784.8 million. The Partnership does not provide, nor is it required to provide, any type of financial support to these entities. At March 31, 2015 the Partnerships maximum exposure, inclusive of the Partnership limited partner investments and related deferred performance allocation, in relation to non-consolidated VIEs was approximately $63.2 million.
KAYNE ANDERSON CAPITAL ADVISORS, L.P. AND SUBSIDIARIES
Notes to Interim Consolidated Financial Statements (Continued)
(Unaudited)
7. DEBT OBLIGATIONS
The Partnership had a revolving line of credit of $250.0 million with City National Bank as of March 31, 2015. Under the revolving line of credit agreement, the Partnership has the ability for same day borrowing of up to $25.0 million (Swing Loan). Interest is paid monthly at either the base rate (minimum interest of Prime Rate plus 0.25%) or LIBOR Rate (LIBOR plus 2.25%). The Swing Loan is subject to the base rate. As part of the fourth amendment, the termination date was extended to August 18, 2017, and the guarantee by two partners of KACALP was removed at the full extent of the outstanding unpaid balance as designated in the third amendment.
As of March 31, 2015, the Partnership has drawn down approximately $142.1 million on this line of credit, which was subject to an interest rate of 2.44%. The carrying value of the Partnerships outstanding debt at March 31, 2015 approximates fair value. The unamortized loan origination fee balance related to this line of credit as of March 31, 2015 was approximately $1.5 million and is included in the revolving line of credit balance in the Consolidated Statement of Financial Condition.
The Partnership also established a letter of credit in 2010 for $0.2 million in lieu of a security deposit for the New York lease expiring in 2020. This letter of credit is available to the leasing agent should the Partnership default on its lease payments. No funds have been drawn on this letter of credit as of March 31, 2015.
Consolidated Funds Loan Payable
On June 27, 2013, REIT entered into a promissory note agreement (the Note) with Keybank, N.A. for the purpose of providing liquidity to one of the REITs wholly-owned investments. The Note matures at the earlier of June 30, 2016, or the closing date of the sale of the wholly-owned investment. Interest is accrued at the daily LIBOR rate plus 2.5% on the outstanding principal balance. At March 31, 2015, the amount of the loan outstanding was approximately $0.6 million and included within loan payable within the Consolidated Statement of Financial Condition.
8. PROPERTY, EQUIPMENT AND LEASEHOLD IMPROVEMENTS
The major classes of depreciable assets for the quarter ended March 31, 2015 are as follows:
|
|
As of March 31, 2015 |
| |
|
|
(Dollars in thousands) |
| |
Furniture and fixtures |
|
$ |
8,622 |
|
Software |
|
2,993 |
| |
Leasehold improvements |
|
9,032 |
| |
Corporate Aircrafts |
|
27,346 |
| |
Property, equipment, and leasehold improvements, at cost |
|
47,993 |
| |
Less accumulated depreciation |
|
(9,656 |
) | |
Property, equipment, and leasehold improvements, net |
|
$ |
38,337 |
|
For the quarter ended March 31, 2015, depreciation expense was approximately $1.0 million which is included in general, administration, and other expenses in the Consolidated Statement of Operations.
KAYNE ANDERSON CAPITAL ADVISORS, L.P. AND SUBSIDIARIES
Notes to Interim Consolidated Financial Statements (Continued)
(Unaudited)
9. COMMITMENTS AND CONTINGENCIES
Commitments
Investment Commitments
As of March 31, 2015, the Partnership had aggregate unfunded commitments of approximately $15.8 million and $38.5 million to non-consolidated KACALP Funds and Consolidated Funds, respectively.
Contingencies
Litigation
From time to time, the Partnership may become involved in various claims and legal actions arising in the ordinary course of business. In August 2014, a publication company filed a complaint in the U.S. District Court against KACALP and a subsidiary for copyright infringement. The Partnership believes it to be probable that the outcome of the case will be unfavorable. As such, the Partnership has accrued an expected settlement amount of approximately $0.4 million in accounts payable and accrued expenses within the Consolidated Statement of Financial Condition. Management is not aware of any other contingencies that would require additional accrual or disclosure in the financial statements at March 31, 2015.
Indemnification Arrangements
In the normal course of business, the Partnership enters into contracts and arrangements that contain a variety of representations and warranties and which provide general indemnifications. The Partnerships maximum exposure under these arrangements is unknown, as this would involve future claims against the Partnership that have not yet occurred. The Partnership expects the risk of any future obligations under these indemnifications to be remote.
Claw-back
If the KACALP Funds were liquidated at their then current fair values as of March 31, 2015, the amount of the claw-back would be approximately $12.9 million, net of tax, related to the Kayne Anderson Mezzanine Partners Funds. For the three months ended March 31, 2015, the Partnership accrued the potential claw-back amount as a reduction of performance allocation revenue and the claw-back amount is reported in performance allocation payable on the Consolidated Statement of Financial Condition.
If, as of March 31, 2015, all of the investments held by KACALP Funds were deemed worthless, the amount of realized and distributed performance allocation subject to potential claw-back would be approximately $23.6 million, on an after-tax basis where applicable, which includes approximately $12.9 million, net of tax, of claw-back related to the Kayne Anderson Mezzanine Partners Funds. The amount of realized and unrealized performance allocation subject to reversal would be approximately $224.8 million, on an after-tax basis where applicable.
Under separate agreements with certain key employees of the Partnership, the realized performance allocations are shared between the Partnership and the key employees. The related performance allocation expense, including adjustments for claw-backs, is recognized as compensation
KAYNE ANDERSON CAPITAL ADVISORS, L.P. AND SUBSIDIARIES
Notes to Interim Consolidated Financial Statements (Continued)
(Unaudited)
9. COMMITMENTS AND CONTINGENCIES
expense in conjunction with the recognition of the related performance allocation revenue and until paid, is recognized as a component of compensation payable. Such compensation expense is subject to both positive and negative adjustments. Accordingly, upon any reversal of performance allocation revenue, including claw-back amounts, the related compensation expense is also reversed. As a result, the net exposure to the Partnership may be less than the total claw-back amount.
Risk and Uncertainties
The Partnership and KACALP Funds seek investment opportunities that offer the possibility of attaining substantial capital appreciation. Certain events particular to each industry in which the underlying investees conduct their operations, as well as general economic conditions, may have a significant negative impact on the Partnerships investments and profitability. Such events are beyond the Partnerships control, and the likelihood that they may occur and the effect on the Partnership cannot be predicted.
Furthermore, certain investments of the Partnership and KACALP Funds are made in private companies and there are generally no public markets for the underlying securities at the current time. The ability of the Partnership and KACALP Funds to liquidate their publicly-traded investments is often subject to limitations, including discounts that may be required to be taken on quoted prices due to the number of shares being sold. The ability of the Partnership and KACALP Funds to liquidate their investments and realize value is subject to significant limitations and uncertainties, including among others currency fluctuations and natural disasters.
The KACALP Funds invest in securities of non-U.S. issuers and in other financial instruments denominated in various currencies. The KACALP Funds are exposed to risks that the exchange rate of the U.S. dollar relative to other currencies may change in a manner that has an adverse effect on the reported value of the KACALP Funds assets and liabilities denominated in currencies other than the U.S. dollar.
Additionally, the Partnership and KACALP Funds encounter credit risk. Credit risk is the risk of default by a counterparty in the Partnerships investments in debt securities, loans, leases and derivatives that result from a borrowers, lessees or derivative counterpartys inability or unwillingness to make required or expected payments.
KAFU Holdings (QP), L.P.s (KAFU) investment in Plains AAP, L.P. is valued at approximately $2,481.5 million and represents approximately 87% of investments, at fair value of the Consolidated Funds as of March 31, 2015. Plains AAP, L.P. is considered significant by the Partnership and is concentrated in the energy sector. The focus of KAFUs investment within the energy sector may present more risks than if the KAFUs portfolio was broadly diversified across numerous investments and sectors of the economy. A downturn in the energy sector would have a larger impact on KAFU than on another investment vehicle that does not focus on the energy sector. The performance of securities in the energy sector may lag the performance of other industries or the broader market as a whole.
KAYNE ANDERSON CAPITAL ADVISORS, L.P. AND SUBSIDIARIES
Notes to Interim Consolidated Financial Statements (Continued)
(Unaudited)
10. RELATED PARTY TRANSACTIONS
The Partnership earns principally all of its management fees and performance allocation revenue from the KACALP Funds, which are considered related parties as the Partnership manages the operations of, and makes investment decisions for these funds. Management fees and performance allocations are calculated under agreements between the Partnership and each of the KACALP Funds. The Partnership considers its principals, executives, employees and all KACALP Funds to be affiliates and related parties.
The Partnership provides management services to the KACALP Funds (of which the Partnership is either the general partner or the managing partner) and prior to eliminations, received management fees of approximately $70.5 million and earned performance allocations of approximately $56.5 million for the quarter ended March 31, 2015. Approximately $32.2 million of management fees earned for the quarter ended March 31, 2015 was recognized from fees charged to the following publicly traded KACALP Funds: Kayne Anderson MLP Investment Co., Kayne Anderson Energy Total Return Fund Inc., Kayne Anderson Energy Development Co., and Kayne Anderson Midstream/Energy Fund, Inc.
From time to time, the Partnership may waive management fees of certain limited partners. The amount waived for such limited partners cannot be recouped by the Partnership.
The Partnership provides accounting services to the KACALP Funds (for which the Partnership is either the general partner or managing member) and received accounting fees of approximately $0.1 million for the year ended March 31, 2015. Also, the Partnership was reimbursed by the KACALP Funds for legal, project management and administrative services provided of approximately $0.8 million for the quarter ended March 31, 2015.
Included in other assets in the Consolidated Statement of Financial Condition are loans and advances made to employees and partners of approximately $25.9 million.
Included within investments in securities at fair value are investments in affiliated exchange traded funds and master limited partnerships with a cost of approximately $0.3 million and a fair value of approximately $0.4 million.
In the normal course of business, the Partnership incurs various operating, travel, legal, and other research-related expenditures on behalf of the KACALP Funds. The allocation of these expenses to the appropriate KACALP Funds, including occasional reimbursements arising from payment adjustments, results in the establishment of receivables and payables with these related entities. As of March 31, 2015 these amounts are included in the respective due to related parties and due from related parties line items within the Consolidated Statement of Financial Condition.
As of March 31, 2015, the Partnership owned two corporate aircrafts for the exclusive use by the Partnership and its owners. Further, the Partnership owned fractional shares of two corporate aircrafts which, from time to time, are used for personal use. The Partnership was reimbursed in the amount of approximately $0.1 million for personal use of the airplane based on market rates for the year ended March 31, 2015.
KAYNE ANDERSON CAPITAL ADVISORS, L.P. AND SUBSIDIARIES
Notes to Interim Consolidated Financial Statements
(Unaudited)
10. RELATED PARTY TRANSACTIONS (Continued)
Related Party Transactions of Consolidated Funds
Certain limited partners of the Consolidated Funds are affiliated with the Partnership. The aggregate value of the affiliated limited partners share of partners capital amounts is approximately $1,637 million as of March 31, 2015.
At March 31, 2015, KAREP had a due from affiliate balance of approximately $0.6 million for a loan borrowed by KAREPs affiliated subsidiary. As discussed in Note 7, this amount is financed by a promissory note entered into between KAREP and Keybank, N.A. This amount is included as loan payable within the Consolidated Statement of Financial Condition. See Note 7 for further information regarding the loan.
11. COMPENSATION AND BENEFITS
Partnership Units at KACALP
KACALP issues units to key members of the Partnership as a way to retain and enhance the value of the Partnership. As of March 31, 2015, KACALP has Class A, B, C, D, and E units issued and outstanding, where the Class E units represent the residual interests in the Partnership. Classes A, B and C that were granted to employees were fully vested prior to January 1, 2014, and Class D units that were granted to employees were fully vested prior to December 31, 2014. The issuance of KACALP equity units and determination of whether or not employees will receive permanent equity interests for prospective classes of KACALP units is at the discretion of the general partner of KACALP.
Effective January 1, 2014, KACALP issued new Class E partnership units to senior management and certain employees. As of March 31, 2015, there were 1,000 Class E units issued and outstanding. Class E units are not considered to be a substantive class of equity and as such, are considered profit sharing arrangements under U.S. GAAP. The related cash payments to employees are accrued for as employee compensation expense in the performance year. Allocations from the Class E pool may change from year to year at the discretion of the general partner.
Equity Interests at KA Fund Advisors, LLC
KACALP issues equity interests to key members of its subsidiary management companies as a way to retain employees and enhance the value of the Partnership. On January 1, 2014, KACALP amended the KA Fund Advisors, LLC (KAFA), a subsidiary of KACALP in which KACALP holds a controlling interest, operating agreement and created Class A, B, and C equity interests in KAFA. On September 10, 2014, KACALP granted Class B and C interests to key employees of KAFA, where Class C represents the residual interests in KAFA.
KACALP issued and retained 1,000 units of Class A interests and granted 1,000 units of Class B interests to the key employees. KACALP issued 1,000 units of Class C interests, of which 560.9 units were retained by KACALP and 439.1 units were granted to the key employees. Out of the 439.1 units of Class C interests granted to employees, 421.7 units were considered to be substantive equity and 17.4 units were considered to be profit sharing arrangements under U.S. GAAP as the employees holding the 17.4 units will not be able to retain such units upon any termination events.
KAYNE ANDERSON CAPITAL ADVISORS, L.P. AND SUBSIDIARIES
Notes to Interim Consolidated Financial Statements (Continued)
(Unaudited)
11. COMPENSATION AND BENEFITS (Continued)
Class C interests granted have vesting provisions based on tenure at the Partnership and as such, a portion of the Class C interests did not require future service or performance requirement. The portion that did not require future service or performance requirement was immediately vested on the grant date. The fair value of such awards have been determined on the grant date and expensed. Class C interests that were not fully vested upon grant date are being amortized over the respective vesting periods. The aggregate grant date fair value of the 421.7 equity units of Class C interests granted to employees were approximately $149.5 million. Employees with Class C vested interests are entitled to the rights of a member of KAFA in perpetuity, including participation in future cash flows unless such employee is terminated for cause.
The grant date fair value of the Class C interest is calculated based on the net present value of contractual cash flows, adjusted for lack of marketability and liquidity restrictions. All key assumptions are subject to significant judgment. The determination of contractual cash flows takes into consideration preferred returns for each specific class of shares, revenue growth rates, and enterprise multiples. Discount rates are then applied to the contractual cash flows to account for the volatility of KAFAs earnings attributable to each class. A further discount is then applied to the net present value of the cash flows to reflect the lack of marketability and liquidity restrictions.
Discount rates are applied to the contractual cash flows to reflect the volatility of the KAFAs earnings. Significant inputs for each of the classes are as follows:
Significant Inputs |
|
Class B |
|
Class C |
Contractual cash flows |
|
7% preferred return |
|
Residual |
Discount Rate of cash flows |
|
10% |
|
15% |
Marketability and liquidity discount |
|
15% |
|
25% |
Growth Rate of earnings |
|
5% |
|
5% |
Terminal value EBITDA multiples |
|
8 - 10x |
|
8 - 10x |
For the three months ended March 31, 2015, the Partnership recognized total compensation expense for the KAFA Class C interests of approximately $3.4 million. Class B interests were fully vested as of the grant date of September 10, 2014. The approximate number of units and the corresponding fair value of the vested and unvested Class C interests are as follows:
|
|
Class C |
| |||
|
|
(in millions) |
| |||
|
|
No. of units |
|
Amount |
| |
Granted during 2014 |
|
421.7 units |
|
$ |
149.5 |
|
Vested upon grant date |
|
349.8 units |
|
124.0 |
| |
Vested during the year 2014 |
|
9.6 units |
|
3.4 |
| |
Vested during the Q1 2015 |
|
9.6 units |
|
3.4 |
| |
Balance at March 31, 2015 |
|
52.7 units |
|
18.7 |
| |
KAYNE ANDERSON CAPITAL ADVISORS, L.P. AND SUBSIDIARIES
Notes to Interim Consolidated Financial Statements (Continued)
(Unaudited)
11. COMPENSATION AND BENEFITS (Continued)
The approximate remaining unamortized compensation amounts to be vested for Class C interests, all of which are expected to vest by 2018, are as follows:
|
|
Class C |
| |||
|
|
(in millions) |
| |||
|
|
No. of units |
|
Amount |
| |
Expected to vest in 2015 |
|
28.7 units |
|
$ |
10.2 |
|
Expected to vest in 2016 |
|
22.6 units |
|
8.0 |
| |
Expected to vest thereafter |
|
1.6 units |
|
0.6 |
| |
KACALP did not estimate any forfeitures as the equity-based compensation awards are granted to key members of KAFA with employment tenures of approximately ten years or greater. Additionally, Class B and C members are subject to consulting and customary non-compete clauses that are outlined within the KAFA operating agreement. Any violations of the clauses pursuant the agreement will result in forfeiture of a portion or all of the vested interests.
Class C interests also include a profit sharing component that entitles certain members of KAFA to annual cash flow based on KAFAs earnings during their employment with KACALP. Compensation expense for the profit sharing arrangements is recognized in the period to which the earnings relate. For the three months ended March 31, 2015, compensation expense relating to the profit sharing portion of Class C interests was approximately $0.2 million.
Management Fees
Under separate arrangements, management fees in excess of the operating expenses of the respective management companies are allocated between KACALP and the managing partners. The amounts allocated to the managing partners are accounted for as profit sharing arrangements and included within compensation expenses in the performance period. For the three months ended March 31, 2015, expenses related to management fees are approximately $4.7 million.
Performance Allocations
Performance allocations that are due to employees, senior professionals, and operating executives are recorded in a manner consistent with how performance allocations are recognized. These amounts are accounted for as compensation expense in conjunction with the related performance allocation revenue and, until paid, are recognized as a component of accrued compensation payable. Compensation relating to performance allocations is paid when the related performance allocations are realized, and not when such performance allocations are accrued. Performance allocations to employees, senior professionals and operating executives by the Partnership vary from Fund to Fund. Therefore, for any given period, the ratio of performance allocations compensation to performance allocations revenue may vary based on the Funds generating the performance allocations revenue for that period and their particular allocation percentages. Expenses related to performance allocations were approximately $31.2 million for the three months ended March 31, 2015.
KAYNE ANDERSON CAPITAL ADVISORS, L.P. AND SUBSIDIARIES
Notes to Interim Consolidated Financial Statements (Continued)
(Unaudited)
12. EMPLOYEE BENEFIT PLAN
The Partnership maintains an employee retirement plan under which employees may defer a portion of their annual compensation, pursuant to Section 401(k) of the Internal Revenue Code. Employees are eligible to participate in the Kayne Anderson Capital Advisors 401(K) Plan (the Plan) at the beginning of any month after 90 days of employment. The Partnership makes contributions in accordance with the plan document. The Partnership incurred approximately $0.6 million of contributions to the plan for the three months ended March 31, 2015.
13. SUBSEQUENT EVENTS
The Partnership has evaluated the possibility of subsequent events existing in the Partnerships unaudited interim consolidated financial statements through July 23, 2015, the date of issuance. From April 1, 2015 through July 23, 2015, the Partnership paid capital distributions of approximately $24.8 million.
14. SUPPLEMENTAL FINANCIAL INFORMATION
The following supplemental financial information illustrates the consolidating effects of the Consolidated Funds on the Partnerships financial condition at March 31, 2015, and results of operations for the quarter ended March 31, 2015:
KAYNE ANDERSON CAPITAL ADVISORS, L.P. AND SUBSIDIARIES
Notes to Interim Consolidated Financial Statements
(Unaudited)
14. SUPPLEMENTAL FINANCIAL INFORMATION (Continued)
Unaudited Interim Consolidated Statement of Financial Condition
|
|
As of March 31, 2015 |
| ||||||||||
|
|
(Dollars in thousands) |
| ||||||||||
|
|
Partnership |
|
Consolidated Funds |
|
Eliminations |
|
Consolidated |
| ||||
Assets |
|
|
|
|
|
|
|
|
| ||||
Cash |
|
$ |
41,492 |
|
$ |
|
|
$ |
|
|
$ |
41,492 |
|
Investments in securities, at fair value |
|
16,794 |
|
|
|
|
|
16,794 |
| ||||
Investments in limited partnerships and limited liability companies |
|
153,900 |
|
|
|
(30,659 |
) |
123,241 |
| ||||
Management and performance allocation receivable |
|
264,497 |
|
|
|
(19,269 |
) |
245,228 |
| ||||
Due from related parties |
|
15,197 |
|
|
|
(623 |
) |
14,574 |
| ||||
Other assets |
|
33,505 |
|
|
|
836 |
|
34,341 |
| ||||
Property, equipment and leasehold improvements, net of accumulated depreciation and amortization |
|
38,337 |
|
|
|
|
|
38,337 |
| ||||
Assets of Consolidated Funds: |
|
|
|
|
|
|
|
|
| ||||
Investments, at fair value |
|
|
|
2,862,509 |
|
|
|
2,862,509 |
| ||||
Cash and cash equivalents |
|
|
|
13,211 |
|
|
|
13,211 |
| ||||
Due from brokers |
|
|
|
17,094 |
|
|
|
17,094 |
| ||||
Derivative assets, at fair value |
|
|
|
1,495 |
|
|
|
1,495 |
| ||||
Due from related parties |
|
|
|
830 |
|
|
|
830 |
| ||||
Dividends and interest receivable |
|
|
|
32 |
|
|
|
32 |
| ||||
Other assets |
|
|
|
1,787 |
|
|
|
1,787 |
| ||||
Total Assets |
|
$ |
563,722 |
|
$ |
2,896,958 |
|
$ |
(49,715 |
) |
$ |
3,410,965 |
|
Liabilities, redeemable non-controlling interests and partners capital |
|
|
|
|
|
|
|
|
| ||||
Liabilities |
|
|
|
|
|
|
|
|
| ||||
Accounts payable, accrued expenses and other liabilities |
|
$ |
25,608 |
|
$ |
|
|
$ |
|
|
$ |
25,608 |
|
Due to related parties |
|
992 |
|
|
|
|
|
992 |
| ||||
Revolving line of credit |
|
142,083 |
|
|
|
|
|
142,083 |
| ||||
Compensation payable |
|
144,671 |
|
|
|
|
|
144,671 |
| ||||
Performance allocation payable |
|
12,872 |
|
|
|
|
|
12,872 |
| ||||
Liabilities of Consolidated Funds: |
|
|
|
|
|
|
|
|
| ||||
Accounts payable, accrued expenses and other liabilities |
|
|
|
1,634 |
|
|
|
1,634 |
| ||||
Due to brokers |
|
|
|
|
|
|
|
|
| ||||
Due to related parties |
|
|
|
904 |
|
(566 |
) |
338 |
| ||||
Securities sold short, at fair value |
|
|
|
16,981 |
|
|
|
16,981 |
| ||||
Derivative liabilities, at fair value |
|
|
|
172 |
|
|
|
172 |
| ||||
Loan payable |
|
|
|
575 |
|
|
|
575 |
| ||||
Total Liabilities |
|
$ |
326,226 |
|
$ |
20,266 |
|
$ |
(566 |
) |
$ |
345,926 |
|
Redeemable Non-Controlling Interests in Consolidated Funds |
|
|
|
34,640 |
|
|
|
34,640 |
| ||||
Partners Capital |
|
|
|
|
|
|
|
|
| ||||
Partners Capital |
|
211,476 |
|
49,193 |
|
(49,191 |
) |
211,478 |
| ||||
Non-Controlling Interests in Subsidiaries |
|
26,020 |
|
0 |
|
|
|
26,020 |
| ||||
Non-Controlling Interests in Consolidated Funds |
|
|
|
2,792,859 |
|
42 |
|
2,792,901 |
| ||||
Total Partners Capital |
|
237,496 |
|
2,842,052 |
|
(49,149 |
) |
3,030,399 |
| ||||
Total Liabilities, Redeemable Non-controlling Interests and Partners Capital |
|
$ |
563,722 |
|
$ |
2,896,958 |
|
$ |
(49,715 |
) |
$ |
3,410,965 |
|
KAYNE ANDERSON CAPITAL ADVISORS, L.P. AND SUBSIDIARIES
Notes to Interim Consolidated Financial Statements (Continued)
(Unaudited)
14. SUPPLEMENTAL FINANCIAL INFORMATION (Continued)
Unaudited Interim Consolidated Statement of Operations
|
|
Three Months Ended March 31, 2015 |
| ||||||||||
|
|
(Dollars in thousands) |
| ||||||||||
|
|
Partnership |
|
Consolidated Funds |
|
Eliminations |
|
Consolidated |
| ||||
Revenues |
|
|
|
|
|
|
|
|
| ||||
Management fees |
|
$ |
70,587 |
|
$ |
|
|
$ |
(1,036 |
) |
$ |
69,551 |
|
Performance allocations |
|
56,494 |
|
|
|
(8,864 |
) |
47,630 |
| ||||
Total Revenues |
|
127,081 |
|
|
|
(9,900 |
) |
117,181 |
| ||||
Expenses |
|
|
|
|
|
|
|
|
| ||||
Compensation and benefits |
|
66,700 |
|
|
|
|
|
66,700 |
| ||||
Equity-based compensation expense |
|
3,386 |
|
|
|
|
|
3,386 |
| ||||
General, administration, and other expenses |
|
9,545 |
|
|
|
|
|
9,545 |
| ||||
Expenses of consolidated funds |
|
|
|
1,614 |
|
(1,036 |
) |
578 |
| ||||
Total Expenses |
|
79,631 |
|
1,614 |
|
(1,036 |
) |
80,209 |
| ||||
Other Income (expense) |
|
|
|
|
|
|
|
|
| ||||
Interest Expense |
|
(637 |
) |
|
|
|
|
(637 |
) | ||||
Other Income (expense) |
|
617 |
|
|
|
|
|
617 |
| ||||
Investment Income |
|
10,410 |
|
(403 |
) |
(3,594 |
) |
6,413 |
| ||||
Interest and other income of Consolidated Funds |
|
|
|
20,172 |
|
|
|
20,172 |
| ||||
Net realized gain (loss) on investments of Consolidated Funds |
|
|
|
263 |
|
|
|
263 |
| ||||
Net change in unrealized appreciation (depreciation) on investments of Consolidated Funds |
|
|
|
314,232 |
|
|
|
314,232 |
| ||||
Total Other Income (expense) |
|
10,390 |
|
334,264 |
|
(3,594 |
) |
341,060 |
| ||||
Net Income (Loss) |
|
$ |
57,840 |
|
$ |
332,650 |
|
$ |
(12,458 |
) |
$ |
378,032 |
|
Allocation of Net Income (Loss) |
|
|
|
|
|
|
|
|
| ||||
Redeemable non-controlling interests in Consolidated Funds |
|
|
|
2,060 |
|
(488 |
) |
1,572 |
| ||||
Net income attributable to KACALP |
|
39,487 |
|
|
|
|
|
39,487 |
| ||||
Non-controlling interests in subsidiaries |
|
18,353 |
|
|
|
|
|
18,353 |
| ||||
Non-controlling interests of Consolidated Funds |
|
|
|
330,590 |
|
(11,970 |
) |
318,620 |
| ||||
Net Income (Loss) |
|
$ |
57,840 |
|
$ |
332,650 |
|
$ |
(12,458 |
) |
$ |
378,032 |
|
Exhibit 99.4
Terms used but not defined in this Exhibit 99.4 have the meanings ascribed to them in the Current Report on Form 8-K of which this Exhibit 99.4 forms a part.
Certain Financial Information of Kayne Anderson
In this Exhibit 99.4, we present certain of Kayne Andersons financial information for the three months ended March 31, 2015 and for the year ended December 31, 2014 on a (i) KA Stand Alone basis, which deconsolidates Kayne Andersons consolidated funds and therefore shows its results without giving effect to the consolidation of its consolidated funds, and (ii) KA Adjusted Stand Alone basis. The KA Adjusted Stand Alone financial information adjusts the KA Stand Alone financial information to present such financial information on a similar basis as the Ares Stand Alone financial information (which deconsolidates Ares consolidated funds and therefore shows its results without giving effect to the consolidation of its consolidated funds) by (i) reclassifying certain items to conform to the Ares Stand Alone historical presentation, (ii) eliminating assets and liabilities that will be excluded as part of the Transactions and (iii) reflecting the pro forma impact of certain arrangements that will be entered into in connection with the Transactions. We believe these adjustments help facilitate comparability between Ares Stand Alone financial information and KA Stand Alone financial information. In addition, we analyzed the KA Adjusted Stand Alone financial information as part of our diligence process in connection with the Transactions. The KA Stand Alone financial information and KA Adjusted Stand Alone financial information constitute non-GAAP financial information within the meaning of Regulation G promulgated under the Exchange Act by the U.S. Securities and Exchange Commission, and should not be relied upon as a substitute for Kayne Anderson financial information calculated in accordance with GAAP. Furthermore, the KA Adjusted Stand Alone financial information included in this Exhibit 99.4 is based on numerous assumptions and estimates underlying the adjustments described in the accompanying footnotes, which are based on available information and assumptions that our management considers reasonable. The KA Adjusted Stand Alone financial information included in this Exhibit 99.4 has not been prepared in compliance with Rule 11-02 of Regulation S-X. In addition, such KA Adjusted Stand Alone financial information does not reflect adjustments for other developments in Kayne Andersons business after March 31, 2015. As a result, the KA Adjusted Stand Alone financial information does not purport to represent what Kayne Andersons Stand Alone financial condition would have been had the Transactions occurred on March 31, 2015, or represent what Kayne Andersons Stand Alone results of operations would have been had the Transactions occurred on January 1, 2014 or project Kayne Andersons Stand Alone financial position or results of operations as of any future date or for any future period, as applicable.
The following table sets forth certain consolidated financial information and certain KA Stand Alone and KA Adjusted Stand Alone financial information for Kayne Anderson for the periods presented. Please see Reconciliation of Certain Non-GAAP Measures of Kayne Anderson to Consolidated GAAP Financial Measures below and the historical consolidated financial statements and related notes of Kayne Anderson included in Exhibits 99.2 and 99.3 to the Current Report on Form 8-K of which this Exhibit 99.4 forms a part. The financial results and other data below are not indicative of the expected future operating results of Kayne Anderson either prior to or following the completion of the Transactions. Financial Information for Kayne Anderson for the six months ended June 30, 2015 is not available.
In recent periods, as a result of significant declines in energy-related commodity prices, market valuations of the equity securities in which Kaynes funds invest have declined. In the period since March 31, 2015, and particularly in the last six weeks, the AUM of Kayne Anderson that is tied to midstream energy MLP companies (which represented approximately $18 billion of Kaynes AUM as of March 31, 2015) has also declined materially. If protracted, these declines could adversely affect Kayne Andersons financial results. See Risk FactorsRisks Related to Kayne Anderson and the TransactionsA substantial portion of the Kayne Anderson funds invest heavily in the energy sector, particularly midstream energy companies whose market valuations are subject to significant volatility. As such, the performance of investments in the energy sector is subject to a high degree of business and market risk.
|
|
Three Months Ended |
|
Year Ended |
| ||||||||||||
|
|
Actual |
|
Adjustments(1) |
|
As Adjusted |
|
Actual |
|
Adjustments(1) |
|
As Adjusted |
| ||||
|
|
(Dollars in millions) |
| ||||||||||||||
Combined consolidated financial data(2) |
|
|
|
|
|
|
|
|
|
|
|
|
| ||||
Net income (loss) |
|
$ |
378 |
|
|
|
$ |
378 |
|
$ |
(85 |
) |
|
|
$ |
(85 |
) |
Stand Alone data |
|
|
|
|
|
|
|
|
|
|
|
|
| ||||
Management fees(3) |
|
71 |
|
|
|
71 |
|
298 |
|
4 |
|
303 |
| ||||
Net operating expenses(4) |
|
(37 |
) |
3 |
|
(34 |
) |
(135 |
) |
11 |
|
(124 |
) | ||||
Fee related earnings |
|
33 |
|
3 |
|
36 |
|
164 |
|
15 |
|
179 |
| ||||
Net performance fees |
|
25 |
|
(4 |
) |
22 |
|
12 |
|
(6 |
) |
6 |
| ||||
Net investment income (loss) |
|
10 |
|
(10 |
) |
|
|
28 |
|
(28 |
) |
|
| ||||
Performance related earnings |
|
35 |
|
(13 |
) |
22 |
|
41 |
|
(34 |
) |
6 |
| ||||
Other profit allocation |
|
(6 |
) |
6 |
|
|
|
(60 |
) |
60 |
|
|
| ||||
Economic net income |
|
$ |
62 |
|
(5 |
) |
$ |
58 |
|
$ |
144 |
|
41 |
|
$ |
185 |
|
Distributable earnings |
|
$ |
51 |
|
(3 |
) |
$ |
48 |
|
$ |
153 |
|
45 |
|
$ |
198 |
|
Total fee revenue |
|
$ |
96 |
|
(4 |
) |
$ |
92 |
|
$ |
311 |
|
(2 |
) |
$ |
309 |
|
Management fees as % of total fee revenue |
|
74% |
|
|
|
77% |
|
96% |
|
|
|
98% |
|
(1) See Reconciliation of Certain Non-GAAP Measures of Kayne Anderson to Consolidated GAAP Financial Measures below for additional information regarding the adjustments to the KA Stand Alone financial information presented in this table.
(2) Calculated in accordance with GAAP.
(3) For each of the year ended December 31, 2014 and the three months ended March 31, 2015, management fees from Kayne Andersons energy and energy infrastructure investment group represented approximately 86% of Kayne Andersons total management fees.
(4) Net operating expenses refer to the sum of salary and bonus, other employee benefits and other operating expenses, net of administrative fees and other income.
Reconciliation of Certain Non-GAAP Measures of Kayne Anderson to Consolidated GAAP Financial Measures
Net income (loss) is the GAAP financial measure most comparable to economic net income (ENI), fee related earnings (FRE) and distributable earnings. The following table is a reconciliation of net income (loss) on a consolidated basis to KA Stand Alone and KA Adjusted Stand Alone ENI, FRE and distributable earnings and a reconciliation of KA Stand Alone and KA Adjusted Stand Alone FRE to distributable earnings.
|
|
Three Months Ended March 31, 2015 |
|
Year Ended December 31, 2014 |
| ||||||||||||||
|
|
Actual |
|
Adjustments |
|
As |
|
Actual |
|
Adjustments |
|
As |
| ||||||
|
|
(Dollars in thousands) |
| ||||||||||||||||
Economic net income: |
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
Net income (loss) |
|
$ |
378,032 |
|
|
|
$ |
378,032 |
|
$ |
(85,196 |
) |
|
|
$ |
(85,196 |
) | ||
Adjustments |
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
Amortization of intangibles |
|
152 |
|
|
|
152 |
|
286 |
|
|
|
286 |
| ||||||
Depreciation (assets being acquired in the Transactions) |
|
572 |
|
|
|
572 |
|
2,456 |
|
|
|
2,456 |
| ||||||
Depreciation (assets not being acquired in the Transactions) |
|
433 |
|
|
|
433 |
|
1,733 |
|
|
|
1,733 |
| ||||||
Equity compensation expenses |
|
3,386 |
|
|
|
3,386 |
|
429,152 |
|
|
|
429,152 |
| ||||||
Gain (loss) on fixed assets |
|
|
|
|
|
|
|
604 |
|
|
|
604 |
| ||||||
Income before taxes of non-controlling interests in consolidated funds |
|
(320,192 |
) |
|
|
(320,192 |
) |
(204,673 |
) |
|
|
(204,673 |
) | ||||||
Eliminated costs |
|
|
|
1,939 |
(1) |
1,939 |
|
|
|
7,749 |
(1) |
7,749 |
| ||||||
Compensation adjustments |
|
|
|
947 |
(2) |
947 |
|
|
|
7,598 |
(2) |
7,598 |
| ||||||
Other profit allocation |
|
|
|
6,002 |
(3) |
6,002 |
|
|
|
59,689 |
(4) |
59,689 |
| ||||||
Net investment income |
|
|
|
(9,772 |
)(5) |
(9,772 |
) |
|
|
(28,148 |
)(5) |
(28,148 |
) | ||||||
Performance related income |
|
|
|
(3,678 |
)(6) |
(3,678 |
) |
|
|
(6,147 |
)(6) |
(6,147 |
) | ||||||
Economic net income |
|
62,383 |
|
(4,564 |
) |
57,819 |
|
144,362 |
|
40,740 |
|
185,102 |
| ||||||
Total performance fee income |
|
(56,494 |
) |
329 |
(7) |
(56,165 |
) |
(17,313 |
) |
1,634 |
(7) |
(15,679 |
) | ||||||
Total performance fee compensation expense |
|
31,214 |
|
3,349 |
(8) |
34,563 |
|
4,961 |
|
4,513 |
(8) |
9,474 |
| ||||||
Other profit allocation |
|
6,002 |
|
(6,002 |
)(3) |
|
|
59,689 |
|
(59,689 |
)(4) |
|
| ||||||
Net investment income |
|
(9,772 |
) |
9,772 |
(5) |
|
|
(28,148 |
) |
28,148 |
(5) |
|
| ||||||
Fee related earnings |
|
33,333 |
|
2,884 |
|
36,217 |
|
163,550 |
|
15,346 |
|
178,897 |
| ||||||
Management fees |
|
70,587 |
|
|
|
70,587 |
|
298,249 |
|
4,435 |
(9) |
302,684 |
| ||||||
Administrative fees and other income |
|
617 |
|
701 |
(10) |
1,318 |
|
7,485 |
|
(2,207 |
)(11) |
5,278 |
| ||||||
Salary and bonus |
|
(26,232 |
) |
631 |
(12) |
(25,601 |
) |
(104,341 |
) |
9,437 |
(13) |
(94,904 |
) | ||||||
Other employee benefits |
|
(3,251 |
) |
(24 |
)(14) |
(3,275 |
) |
(10,110 |
) |
118 |
(15) |
(9,992 |
) | ||||||
Other operating expenses |
|
(8,388 |
) |
1,576 |
(16) |
(6,812 |
) |
(27,733 |
) |
3,564 |
(17) |
(24,169 |
) | ||||||
Fee related earnings |
|
33,333 |
|
2,884 |
|
36,217 |
|
163,550 |
|
15,346 |
|
178,897 |
| ||||||
Performance fee-realized |
|
31,425 |
|
|
|
31,425 |
|
54,897 |
|
(68 |
)(7) |
54,829 |
| ||||||
Performance fee compensation expense-realized |
|
(15,713 |
) |
(3,142 |
)(8) |
(18,855 |
) |
(29,997 |
) |
(2,787 |
)(8) |
(32,784 |
) | ||||||
Other profit allocation |
|
(6,002 |
) |
6,002 |
(3) |
|
|
(59,689 |
) |
59,689 |
(4) |
|
| ||||||
Dividend Income |
|
12 |
|
(12 |
)(5) |
|
|
46 |
|
(46 |
)(5) |
|
| ||||||
Interest Expense |
|
(649 |
) |
649 |
(5) |
|
|
(1,942 |
) |
1,942 |
(5) |
|
| ||||||
Investment Income |
|
10,098 |
|
(10,098 |
)(5) |
|
|
30,628 |
|
(30,628 |
)(5) |
|
| ||||||
Non-cash depreciation and amortization |
|
(1,157 |
) |
585 |
|
(572 |
) |
(4,475 |
) |
2,019 |
|
(2,456 |
) | ||||||
Distributable earnings |
|
$ |
51,347 |
|
$ |
(3,132 |
) |
$ |
48,215 |
|
$ |
153,019 |
|
$ |
45,467 |
|
$ |
198,486 |
|
|
|
Three Months Ended March 31, 2015 |
|
Year Ended December 31, 2014 |
| ||||||||||||||
|
|
Actual |
|
Adjustments |
|
As |
|
Actual |
|
Adjustments |
|
As |
| ||||||
|
|
(Dollars in thousands) |
| ||||||||||||||||
Distributable earnings: |
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
Net income (loss) |
|
$ |
378,032 |
|
|
|
$ |
378,032 |
|
$ |
(85,196 |
) |
|
|
$ |
(85,196 |
) | ||
Adjustments |
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
Income before taxes of non-controlling interests in consolidated funds |
|
(320,192 |
) |
|
|
(320,192 |
) |
(204,673 |
) |
|
|
(204,673 |
) | ||||||
Stand Alone net income (loss) |
|
57,840 |
|
|
|
57,840 |
|
(289,869 |
) |
|
|
(289,869 |
) | ||||||
Plus: Equity compensation expenses |
|
3,386 |
|
|
|
3,386 |
|
429,152 |
|
|
|
429,152 |
| ||||||
Less: Performance fee-unrealized |
|
(25,069 |
) |
|
|
(25,069 |
) |
37,584 |
|
|
|
37,584 |
| ||||||
Plus: Performance compensation expense-unrealized |
|
15,501 |
|
|
|
15,501 |
|
(25,036 |
) |
|
|
(25,036 |
) | ||||||
Less: Investment income-unrealized |
|
(311 |
) |
|
|
(311 |
) |
584 |
|
|
|
584 |
| ||||||
Less: Loss on disposition of assets |
|
|
|
|
|
|
|
604 |
|
|
|
604 |
| ||||||
Plus: Increase in fee related earnings |
|
|
|
2,884 |
|
2,884 |
|
|
|
15,346 |
|
15,346 |
| ||||||
Less: Change in performance fee-realized |
|
|
|
|
|
|
|
|
|
(68 |
)(7) |
(68 |
) | ||||||
Less: Change in performance fee compensation expense-realized |
|
|
|
(3,142 |
)(8) |
(3,142 |
) |
|
|
(2,787 |
)(8) |
(2,787 |
) | ||||||
Plus: Other profit allocation |
|
|
|
6,002 |
(3) |
6,002 |
|
|
|
59,689 |
(4) |
59,689 |
| ||||||
Plus: Dividend Income |
|
|
|
(12 |
)(5) |
(12 |
) |
|
|
(46 |
)(5) |
(46 |
) | ||||||
Plus: Interest Expense |
|
|
|
649 |
(5) |
649 |
|
|
|
1,942 |
(5) |
1,942 |
| ||||||
Less: Investment Income |
|
|
|
(10,098 |
)(5) |
(10,098 |
) |
|
|
(30,628 |
)(5) |
(30,628 |
) | ||||||
Plus: Non-cash depreciation and amortization |
|
|
|
585 |
|
585 |
|
|
|
2,019 |
|
2,019 |
| ||||||
Distributable earnings |
|
$ |
51,347 |
|
$ |
(3,132 |
) |
$ |
48,215 |
|
$ |
153,019 |
|
$ |
45,467 |
|
$ |
198,486 |
|
(1) Represents the elimination of costs and expenses related to certain assets excluded from the Transactions and certain Kayne Anderson employees that will not be joining Ares as part of the Transactions.
(2) Represents a reduction in compensation expense associated with new compensation arrangements entered into by certain Kayne Anderson employees in connection with the Transactions.
(3) Represents the elimination of approximately $4.9 million of profit allocation attributable to compensation arrangements that will no longer be in effect after the Transactions and approximately $1.1 million of distributions on equity interests held by certain Kayne Anderson employees that will be redeemed in connection with the Transactions.
(4) Represents the elimination of approximately $57.5 million of profit allocation compensation arrangements that will no longer be in effect after the Transactions and approximately $2.2 million of distributions on equity interests held by certain Kayne Anderson employees that will be redeemed in connection with the Transactions.
(5) Represents the elimination of investment income associated with investments in assets excluded from the Transactions.
(6) See note (5) above and notes (7) to (8) below for additional informational regarding adjustments made to KA Stand Alone performance related earnings in calculating KA Adjusted Stand Alone performance related earnings.
(7) Represents the elimination of performance fees associated with assets excluded from the Transactions.
(8) Represents the addition of performance fee compensation to reflect the pro forma impact of applying Ares performance fee compensation payment arrangement with portfolio managers and certain KA Owners that will be in effect following the consummation of the Transactions instead of Kayne Andersons performance fee compensation payment arrangement.
(9) Represents the reclassification of approximately $4.4 million of acquisition fees from administrative fees to management fees to conform to Ares Stand Alone presentation. Kayne Andersons statement of operations for the three months ended March 31, 2015 reflects acquisition fees earned during the period in management fees, and, as a result, no corresponding adjustment has been made for that period.
(10) Represents the (i) reclassification of approximately $0.9 million of accounting and legal expense reimbursement from other employee benefits to administrative fees to conform to Ares Stand Alone presentation and (ii) elimination of approximately $0.3 million of other income associated with assets excluded from the Transactions.
(11) Represents the (i) reclassification of approximately $4.4 million of acquisition fees from administrative fees to management fees to conform to Ares Stand Alone presentation, (ii) reclassification of approximately $3.1 million of accounting and legal expense reimbursement from other employee benefits to administrative fees to conform to Ares Stand Alone presentation, and (iii) elimination of approximately $0.9 million of other income associated with assets excluded from the Transactions.
(12) Primarily represents the (i) elimination of approximately $0.3 million of salary and bonus compensation expense related to compensation arrangements that certain Kayne Anderson employees will enter into in connection with the Transactions, (ii) elimination of approximately $0.5 million of salary and bonus compensation expense associated with Kayne Anderson employees that will not be joining Ares as part of the Transactions, and (iii) reclassification of approximately $0.2 million of compensation expense from other employee benefits to salary and bonus to conform to Ares Stand Alone presentation.
(13) Primarily represents the (i) elimination of approximately $7.4 million of salary and bonus compensation expense related to compensation arrangements that certain Kayne Anderson employees will enter into in connection with the Transactions, (ii) elimination of approximately $3.9 million of salary and bonus compensation expense associated with Kayne Anderson employees that will not be joining Ares as part of the Transactions, and (iii) reclassification of approximately $1.9 million of compensation expense from other employee benefits to salary and bonus to conform to Ares Stand Alone presentation.
(14) Represent the (i) reclassification of approximately $0.9 million of accounting and legal expense reimbursement from other employee benefits to administrative fees conform to Ares Stand Alone presentation, (ii) elimination of approximately $0.8 million of non-salary and bonus compensation expense associated with an annuity plan excluded from the Transactions and certain employees that will not be joining Ares as part of the Transactions, and (iii) reclassification of approximately $0.2 million of compensation expense from other employee benefits to salary and bonus to conform to Ares Stand Alone presentation.
(15) Represent the (i) reclassification of approximately $3.1 million of accounting and legal expense reimbursement from other employee benefits to administrative fees to conform to Ares Stand Alone presentation, (ii) elimination of approximately $1.3 million of non-salary and bonus compensation expense associated with an annuity plan excluded from the Transactions and certain employees that will not be joining Ares as part of the Transactions, and (iii) reclassification of approximately $1.9 million of compensation expense from other employee benefits to salary and bonus to conform to Ares Stand Alone presentation.
(16) Represent the (i) elimination of approximately $0.9 million of other operating expense associated with assets excluded from the Transactions and (ii) reclassification of approximately $0.6 million of performance fees paid to consultants from other operating expenses to performance fee compensation expense to reflect the Transactions.
(17) Represent the (i) elimination of approximately $3.4 million of other operating expense associated with assets excluded from the Transactions and (ii) reclassification of approximately $0.2 million of performance fees paid to consultants from other operating expense to performance fee compensation expense to reflect the Transactions.
Summary Selected Historical Financial and Other Data of Kayne Anderson
The following summary selected historical consolidated financial and other data should be read together with the sections entitled Certain Financial Information of Kayne Anderson above and the historical consolidated financial statements and related notes of Kayne Anderson included in Exhibits 99.2 and 99.3 to the Current Report on Form 8-K of which this Exhibit 99.4 forms a part.
We derived the summary selected historical consolidated statement of operations data of Kayne Anderson for the year ended December 31, 2014 from its audited consolidated financial statements, which are included in Exhibit 99.2 to the Current Report on Form 8-K of which this Exhibit 99.4 forms a part. We derived the summary selected historical consolidated statement of operations data of Kayne Anderson for the three months ended March 31, 2015 from its unaudited consolidated financial statements, which are included in Exhibit 99.3 to the Current Report on Form 8-K of which this Exhibit 99.4 forms a part. The unaudited consolidated financial statements have been prepared on substantially the same basis as the audited consolidated financial statements and include all adjustments that Kayne Anderson considers necessary for a fair presentation of its consolidated financial position and results of operations as of, and for the three months ended March 31, 2015. The summary selected historical financial results and other data are not indicative of the expected future operating results of Kayne Anderson either prior to or following the completion of the Transactions. Financial Information for Kayne Anderson for the six months ended June 30, 2015 is not available.
In recent periods, as a result of significant declines in energy-related commodity prices, market valuations of the equity securities in which Kaynes funds invest have declined. In the period since March 31, 2015, and particularly in the last six weeks, the AUM of Kayne Anderson that is tied to midstream energy MLP companies (which represented approximately $18 billion of Kaynes AUM as of March 31, 2015) has also declined materially. If protracted, these declines could adversely affect Kayne Andersons financial results. See Risk FactorsRisks Related to Kayne Anderson and the TransactionsA substantial portion of the Kayne Anderson funds invest heavily in the energy sector, particularly midstream energy companies whose market valuations are subject to significant volatility. As such, the performance of investments in the energy sector is subject to a high degree of business and market risk.
|
|
Three Months Ended |
|
Year Ended |
| ||
|
|
Actual |
|
Actual |
| ||
|
|
(Dollars in thousands, |
| ||||
Statements of operations data |
|
|
|
|
| ||
Revenues |
|
|
|
|
| ||
Management fees |
|
$ |
69,551 |
|
$ |
295,583 |
|
Performance allocations |
|
47,630 |
|
14,203 |
| ||
Total revenues |
|
117,181 |
|
309,786 |
| ||
Expenses |
|
|
|
|
| ||
Compensation and benefits |
|
66,700 |
|
179,101 |
| ||
Equity-based compensation expense |
|
3,386 |
|
429,152 |
| ||
General, administrative and other expenses |
|
9,545 |
|
32,208 |
| ||
Expenses of Consolidated Funds |
|
578 |
|
1,922 |
| ||
Total expenses |
|
80,209 |
|
642,383 |
| ||
Other income (expense) |
|
|
|
|
| ||
Interest expense |
|
(637 |
) |
(1,985 |
) | ||
Other income (expense) |
|
617 |
|
6,881 |
| ||
Investment income |
|
6,413 |
|
3,247 |
| ||
Interest and other income of Consolidated Funds |
|
20,172 |
|
77,082 |
| ||
Net realized gain (loss) on investments of Consolidated Funds |
|
263 |
|
50,674 |
| ||
Net change in unrealized appreciation (depreciation) on investments of Consolidated Funds |
|
314,232 |
|
111,502 |
| ||
Total other income (expense) |
|
341,060 |
|
247,401 |
| ||
Net income (loss) |
|
378,032 |
|
(85,196 |
) | ||
Allocation of net income (loss) |
|
|
|
|
| ||
Redeemable non-controlling interests in Consolidated Funds |
|
1,572 |
|
1,125 |
| ||
Net income (loss) attributable to KACALP |
|
39,487 |
|
(339,350 |
) | ||
Non-controlling interests in subsidiaries |
|
18,353 |
|
49,482 |
| ||
Non-controlling interests in Consolidated Funds |
|
318,620 |
|
203,547 |
| ||
|
|
$ |
378,032 |
|
$ |
(85,196 |
) |
Other data |
|
|
|
|
| ||
Stand Alone economic net income(1)(2) |
|
$ |
62,383 |
|
$ |
144,362 |
|
Stand Alone distributable earnings(1)(3) |
|
$ |
51,347 |
|
$ |
153,019 |
|
Fee earning AUM (at period end, dollars in millions) |
|
$ |
21,577 |
|
$ |
22,470 |
|
Total AUM (at period end, dollars in millions) |
|
$ |
26,147 |
|
$ |
25,286 |
|
(1) Under GAAP, Kayne Anderson is required to consolidate (a) entities in which it holds a majority voting interest or has majority ownership and control over the operational, financial and investing decisions of that entity, including Kayne Anderson-affiliated funds, affiliates and co- investment entities, for which Kayne Anderson is the general partner and are presumed to have control and (b) entities that Kayne Anderson concluded are VIEs and for which Kayne Anderson is deemed to be the primary beneficiary. However, Kayne Anderson presents revenues and expenses on a KA Stand Alone basis, which deconsolidates these funds and therefore shows the results of its operations without giving effect to the consolidation of the funds.
(2) Economic net income is a key performance indicator used in the alternative asset management industry. ENI represents net income excluding (a) income tax expense, (b) operating results of Kayne Andersons Consolidated Funds, (c) depreciation expense, (d) the effects of changes arising from corporate actions and (e) certain other items that Kayne Anderson believes are not indicative of Kayne Andersons 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. Kayne Anderson believes the exclusion of these items provides investors with a meaningful indication of its core operating performance. ENI is evaluated regularly by Kayne Andersons management as a decision tool for deployment of resources and to assess performance of its business. Kayne Anderson believes that reporting ENI is helpful in understanding its business and that investors should review the same supplemental non-GAAP financial measures that its management uses to analyze its performance. In addition, we analyzed Kayne Andersons ENI as part of our diligence process in connection with the Transactions. See Reconciliation of Certain Non GAAP Measures of Kayne Anderson to Consolidated GAAP Financial Measures above.
(3) Distributable earnings 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 FRE, realized performance fees, realized net investment and other income and is reduced by expenses arising from realized performance fee compensation, 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 fees, unrealized performance fee compensation, unrealized net investment income, amortization of intangibles, equity compensation expense and is further adjusted by certain items described in Reconciliation of Certain Non-GAAP Measures of Kayne Anderson to Consolidated GAAP Financial Measures above.
Exhibit 99.5
Terms used but not defined in this Exhibit 99.5 have the meanings ascribed to them in the Current Report on Form 8-K of which this Exhibit 99.5 forms a part.
RISK FACTORS
A substantial portion of the Kayne Anderson funds invest heavily in the energy sector, particularly midstream energy companies whose market valuations are subject to significant volatility. As such, the performance of investments in the energy sector is subject to a high degree of business and market risk.
Most of the Kayne funds, including Kayne Andersons publicly traded closed end funds, hedge funds, and separate accounts invest heavily in the energy sector, particularly in equity securities of Master Limited Partnerships, or MLPs, focused in the midstream sector of the energy industry, whose market valuations can be subject to significant volatility. These strategies represented approximately $18 billion of Kayne Andersons AUM as of March 31, 2015. In recent periods, as a result of significant declines in energy-related commodity prices, market valuations of many of these midstream energy companies, which are based on the public trading prices of their equity securities, have also declined. Other companies focused in the energy sector, including upstream energy companies, have experienced similar declines to their market valuations over the same period of time. For example, the Alerian MLP Index, which tracks 50 MLPs in the energy sector, has declined by 7% in the three months ending June 30, 2015 and since that date has declined 13% through August 7, 2015. Similarly, the net asset value of the largest closed end fund managed by Kayne Anderson, Kayne Anderson MLP Investment Company (KYN), has declined by 10% during the three months ending June 30, 2015 and an additional 16% from June 30, 2015 through August 7, 2015. Consistent with these movements, in the period since March 31, 2015, and particularly in the last six weeks, the AUM of Kayne Anderson that is tied to midstream energy companies has declined materially. If protracted, these declines could adversely affect Kayne Andersons fee related earnings, performance related earnings, economic net income and distributable earnings for the current and future periods.
The midstream and upstream energy companies in which Kayne Anderson invests have been and will be negatively impacted by material declines in energy-related commodity prices (such as those experienced over the last 12 months and in particular in recent weeks) and are subject to other risks, including among others, supply and demand risk, operational risk, regulatory risk, depletion risk, reserve risk and catastrophic event risk. Kayne Andersons concentration in the energy sector may present more risk than if it were broadly diversified over multiple sectors of the economy. At times, the performance of companies in the energy sector may lag behind the performance of other sectors or the broader market as a whole.
The operations and financial performance of energy companies may be directly affected by energy commodity prices, especially those energy companies that own the underlying energy commodity or receive payments for services that are based on commodity prices. Such impact may be a result of changes in the price for such commodity or a result of changes in the price of one energy commodity relative to the price of another energy commodity (for example, the price of natural gas relative to the price of natural gas liquids). Commodity prices fluctuate for several reasons, including changes in market and economic conditions, the impact of weather on demand, levels of domestic production and international production, policies implemented by the Organization of Petroleum Exporting Countries (OPEC), energy conservation, domestic and foreign governmental regulation and taxation and the availability of local, intrastate and interstate transportation systems. Volatility of commodity prices, which may lead to a reduction in production or supply, may also negatively impact the performance of midstream energy companies that are solely involved in the transportation, processing, storing, distribution or marketing of commodities. For example, crude oil and natural gas liquids prices declined by over 50% from July 2014 to present. These severe price declines impacted the drilling capital budgets of upstream energy companies, which are engaged in exploration and production of energy related commodities. In turn, this reduction in activity levels has caused a decline in volume expectations for many midstream energy companies. Volatility of commodity prices may also make it more difficult for energy companies to raise capital to the extent the market perceives that their performance may be directly or indirectly tied to commodity prices and there is uncertainty regarding these companies financial performance.
Energy companies may be adversely affected by reductions in the supply of or demand for energy commodities. In addition, energy companies may be adversely affected by increases in supply of energy commodities if there is not a corresponding increase in demand for such commodities. The adverse impact of these events could lead to a substantial reduction in the growth rate of distributions paid by midstream energy companies to their equity holders or, in certain circumstances, a reduction in distributions paid to equity holders. The volume of production of energy commodities and the volume of energy commodities available for transportation, storage, processing or distribution could be affected by a variety of factors, including depletion of resources, depressed commodity prices, catastrophic events, labor relations, increased environmental or other governmental regulation, equipment malfunctions and maintenance difficulties, volumes of imports or exports, international politics, policies of OPEC and increased competition from alternative energy sources. Alternatively, a decline in demand for energy commodities could result from factors such as adverse economic conditions, increased taxation, increased environmental or other governmental regulation, increased fuel economy, increased energy conservation or use of alternative energy sources, legislation intended to promote the use of alternative energy sources or increased commodity prices.
Kayne Anderson MLP Investment Companys (KYN) management fee comprises a significant portion of Kayne Andersons management fees and a reduction in fees from KYN could have an adverse effect on Kayne Andersons revenues and results of operations.
For the three months ended March 31, 2015 and the year ended December 31, 2014, the management fees Kayne Anderson received from KYN comprised approximately 32.4% and 32.5%, respectively, of its total management fees. Kayne Anderson receives a quarterly management fee under its investment management agreement with KYN. That management fee is based on the net asset value of KYN for the applicable quarter. If KYNs net asset value were to decline significantly for any reason (including as described above with respect to recent periods), including without limitation, due to volatility or declines in the publicly traded securities of energy MLP companies in which KYN invests, other poor performance of its investments, reductions in cash distributions received from equity investments, mark-to-market accounting requirements or the failure to successfully refinance outstanding leverage as it matures, the amount of the fees Kayne Anderson receives from KYN would also decline significantly, which could have an adverse effect on Kayne Andersons fee related earnings and results of operations. In addition, KYNs net asset value is calculated based on the average of the net asset values on the first and last day of each quarter and, as such, is further subjected to volatility from period to period.
In connection with the Transactions, Kayne Anderson must obtain KYN shareholders approval of a new investment management agreement with Kayne Anderson. This agreement would have an initial term of two years. Consistent with the existing investment management agreement between Kayne Anderson and KYN, Kayne Anderson would enter into a fee waiver agreement for a corresponding two-year term. The investment management agreement with KYN would renew for successive annual periods subject to the approval of KYNs board of directors or by the affirmative vote of the holders of a majority of KYNs outstanding voting securities. In addition, as required by the Investment Company Act, both KYN and Kayne Anderson would have the right to terminate the new agreement without penalty upon 60 days written notice to the other party. Termination or non-renewal of this agreement would reduce Kayne Andersons revenues significantly and could have a material adverse effect on its financial condition.
Uncertainty regarding the Transactions or actual or perceived changes in our business following the consummation of the Transactions may cause clients to delay or defer investment decisions or to withdraw as investors in funds managed by Ares and Kayne Anderson and may adversely affect each companys ability to effectively manage their respective businesses.
Consummation of the Transactions is subject to certain conditions, including, among other things, receipt of various consents, the approval of investors in Kaynes funds, consummation of a restructuring of Kayne Anderson and receipt of required regulatory approvals (including the expiration of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended) and other customary closing conditions. Many of the conditions are outside of our control, and both parties have certain termination rights, including rights to terminate the Merger Agreement upon denial of certain required approvals. Accordingly, there may be uncertainty regarding the completion of the Transactions.
This uncertainty may cause clients that deal with Ares and Kayne Anderson to delay or defer investment decisions or to withdraw as investors in funds or as clients and may cause potential clients not to invest in funds or accounts managed by Ares or Kayne Anderson. This could negatively affect their respective businesses, regardless of whether the Transactions are ultimately completed. If the Transactions are completed, actual or perceived changes in our or Kayne Andersons business, investment strategy or client relationships may cause current clients to withdraw as investors in funds or as clients or to reduce the amount of business they transact with us.
In addition, the Merger Agreement requires Kayne Anderson to conduct its business in the ordinary course until the Transactions are completed and not take certain actions during this interim period. These restrictions may prevent Kayne Anderson from pursuing certain strategic transactions, undertaking certain significant capital projects, undertaking certain significant financing transactions and otherwise pursuing other actions that are not in the ordinary course of business, even if such actions could prove beneficial.
The announcement and pendency of the Transactions could cause disruptions in the businesses of Ares and Kayne Anderson, which could have an adverse effect on their respective businesses and financial results.
The announcement and pendency of the Transactions, whether or not they are consummated, could cause disruptions in the respective businesses of Ares and Kayne Anderson. Specifically, (i) current and prospective employees of Ares and Kayne Anderson may experience uncertainty about their future roles with the combined company, which could adversely affect Ares and Kayne Andersons ability to retain key employees and (ii) the attention of management of each of Ares and Kayne Anderson may be directed toward the completion of the Transactions at the expense of the other operations of the respective businesses.
Each of Ares and Kayne Anderson will incur significant costs in connection with the Transactions.
We and Kayne Anderson have incurred and expect to incur a number of costs associated with combining the operations of the two companies, as well as transaction fees and other costs related to the Transactions, including costs related to the restructuring of Kayne Anderson prior to the consummation of the Transactions. These costs and expenses include fees paid to financial, legal and accounting advisors, facilities and systems consolidation costs, severance and other potential employment-related costs, and other related charges. We currently estimate the aggregate amount of these expenses for Ares to range between $25 million and $35 million, and Kayne Anderson currently estimates the aggregate amount of these expenses for Kayne Anderson to range between $36 million and $41 million. The actual expenses we and Kayne Anderson incur may vary materially from these estimates.
The combined company also will incur restructuring and integration costs in connection with the Transactions. Although we and Kayne Anderson expect that the elimination of some duplicative costs, as well as the realization of other efficiencies related to the integration of the businesses, may offset incremental transaction and restructuring costs over time, any net benefit may not be achieved in the near term or at all. Many of these costs will be borne by us and Kayne Anderson even if the Transactions are not completed. While both we and Kayne Anderson have assumed that a certain level of expenses would be incurred in connection with the Transactions, there are many factors beyond our control that could affect the total amount or the timing of the integration and implementation expenses.
Failure to consummate the Transactions in a timely manner could negatively affect our ability to achieve the benefits associated with the Transactions and could negatively affect our future business and financial results.
The Transactions are currently expected to close on or about January 1, 2016, assuming that all of the conditions in the Merger Agreement are satisfied or waived. The Merger Agreement provides that either the Buyers or the KA Parties may terminate the Merger Agreement if the closing of the transaction has not occurred by March 31, 2016. Certain events outside our control may delay or prevent the consummation of the Transactions. Delays in consummating the Transactions or the failure to consummate the Transactions at all may result in our incurring significant additional costs in connection with such delay or termination of the Merger Agreement and/or failing to achieve the anticipated benefits associated with the Transactions. We cannot assure you that the conditions to the completion of the Transactions will be satisfied or waived or that any adverse effect, event, development or change will not occur, and we cannot provide any assurances as to whether or when the Transactions will be completed.
To complete the Transactions, Kayne Anderson must obtain the approval of new management agreements from stockholders of certain public closed-end funds and consents from hedge funds, private equity funds and other managed client accounts. Kayne Anderson must also obtain the approval of stockholders of its public closed-end funds and consents of its hedge funds, private commingled funds and other managed client accounts that represent, in the aggregate, at least 75% of the run-rate revenue (based on the annual management fees multiplied by the aggregate fee earning assets under management of each such fund or managed client account) generated therefrom. If stockholder approval of certain required closed-end funds or consent of certain required hedge funds, private commingled funds and other managed client accounts are not obtained, or if stockholder approval or investor consents of funds and managed client accounts that represent, in the aggregate, at least 75% of the run-rate revenue generated therefrom are not obtained, we may not close the Transactions. If we close the Transactions without obtaining the stockholder approval or investor consents of certain funds or managed client accounts, (i) we may need to wind down and liquidate such funds or managed client accounts, which could be costly and time consuming, and (ii) we may not receive the related revenue and cash flows they are expected to generate. There can be no assurance that such approvals and consents will be obtained.
In addition, the Merger Agreement contains additional closing conditions, which may not be satisfied or waived within the anticipated timeframe or at all. Delays in consummating the transaction or the failure to consummate the transaction at all could negatively affect our future business and financial results. If the Transactions are not consummated within the anticipated time frame or at all, our ongoing business could be adversely affected, and we will be subject to several risks, including the payment by us of costs relating to the Transactions, such as fees paid to financial, legal and accounting advisors, facilities and systems consolidation costs, severance and other potential employment-related costs and other related charges, and the distraction of management focus and resources from operational matters and other strategic opportunities while working to consummate the Transactions.
The failure to successfully combine our businesses and the businesses of Kayne Anderson may adversely affect the combined companys future results.
The success of the Transactions will depend, in part, on the ability of the combined company to realize anticipated benefits from combining our businesses and the businesses of Kayne Anderson. To realize these anticipated benefits, our businesses must be successfully combined. The combination of two independent businesses may be a complex, costly and time-consuming process and if the combined company is not able to achieve these objectives, the anticipated benefits of the Transactions may not be realized fully, or at all, or may take longer to realize than expected.
An inability to realize the full extent of the anticipated benefits of the Transactions, as well as any delays encountered in the integration process, could have an adverse effect on our results of operations and financial position. The integration process could distract management, disrupt our and Kayne Andersons ongoing businesses or result in inconsistencies in our respective operations, services, standards, controls, procedures and policies, any of which could adversely affect our or Kayne Andersons ability to maintain relationships with clients, lenders, joint venture partners, vendors and employees or to achieve all or any of the anticipated benefits of the Transactions. In addition, we may experience difficulties in effectively integrating Kayne Andersons financial reporting systems into (or supplanting such systems with) our financial reporting infrastructure and internal control framework in a timely manner. If we encounter these difficulties, we may experience deficiencies in our internal controls over financial reporting, investors could lose confidence in our reported financial information and the trading price of our securities could be adversely affected. Moreover, the actual integration may result in additional and unforeseen problems, expenses, liabilities and competitive responses, and the anticipated benefits of the integration plan may not be realized. Actual growth and cost savings, if achieved, may be lower than what we expect and may take longer to achieve than anticipated. If we are not able to adequately address integration challenges, we may be unable to successfully integrate our operations or to realize the anticipated benefits of the integration of the two companies within the anticipated time frame or at all.
As part of the integration, we will have to ensure that the combined company continues to comply with the requirements of being a public entity. Kayne Anderson is not currently subject to the requirements of the Sarbanes Oxley Act of 2002 (the Sarbanes Oxley Act). Following the consummation of the Transactions, we expect to devote significant management time and other resources to ensure that the combined company complies with Section 404 of the Sarbanes Oxley Act and the other standards and requirements applicable to public companies. In addition, Kayne Anderson is not currently, but upon consummation of the Transactions will become, subject to the New York Public Pension Fund Reform Code of Conduct. During the course of the integration, we may identify and disclose material weaknesses or significant deficiencies in internal controls over financial reporting (which may or may not be related to Kayne Anderson), which will have to be remedied and could have a material adverse effect on the combined company.
If we are not able to adequately address integration challenges, we may be unable to successfully integrate our operations or to realize the anticipated benefits of the integration of the two companies.
We may be subject to unknown or contingent liabilities related to Kayne Anderson for which we may have limited recourse against the KA Owners.
Kayne Anderson may be subject to unknown or contingent liabilities for which we may have limited recourse against the KA Owners. Unknown or contingent liabilities may include liabilities for miscalculation of management and performance fees, claims of clients or of investors in managed funds, claims of vendors or other persons dealing with the acquired entities, tax liabilities and other liabilities whether incurred in the ordinary course of business or otherwise. While the KA Owners are required to indemnify us with respect to breaches of representations, warranties and covenants, such indemnification is somewhat limited and subject to various survival periods, materiality thresholds, a deductible of $12.0 million and certain aggregate caps on losses, subject to certain exceptions.
There can be no assurance that we will recover all amounts with respect to any losses due to breaches of the KA Parties or the KA Owners representations, warranties and covenants or that certain liabilities or losses are covered by such representations. Further, following the consummation of the Transactions, certain of the KA Owners will be officers and directors of, and will hold a substantial equity investment in, the combined company. As a result, in the event of any breach of the representations, warranties or covenants made by the KA Owners or the KA Parties in the Merger Agreement, we may choose not to enforce, or to enforce less vigorously, our rights because of our desire to maintain our ongoing relationship with such KA Owners who are officers or employees of the combined company. In addition, the total amount of costs and expenses that we may incur with respect to liabilities associated with Kayne Anderson may exceed our expectations, which may adversely affect our business, financial condition and results of operations.
The KA Adjusted Stand Alone financial information included in Exhibit 99.4 to the Current Report on Form 8-K of which this Exhibit 99.5 forms a part is presented for illustrative purposes only and is not necessarily indicative of Kayne Andersons financial position, operating results and other data, and is not intended to project such information for any future date or for any future period, as applicable.
The KA Adjusted Stand Alone financial information included in Exhibit 99.4 to the Current Report on Form 8-K of which this Exhibit 99.5 forms a part is based on numerous assumptions and estimates underlying the adjustments described in the accompanying footnotes, which are based on available information and assumptions that our management considers reasonable. The KA Adjusted Stand Alone financial information included in Exhibit 99.4 to the Current Report on Form 8-K of which this Exhibit 99.5 forms a part has not been prepared in compliance with Rule 11-02 of Regulation S-X. In addition, such KA Adjusted Stand Alone financial information does not reflect adjustments for other developments with Kayne Andersons business after March 31, 2015. As a result, the KA Adjusted Stand Alone financial information does not purport to represent what Kayne Andersons Stand Alone financial condition would have been had the Transactions occurred on March 31, 2015, or represent what Kayne Andersons Stand Alone results of operations would have been had the Transactions occurred on January 1, 2014 or project Kayne Andersons Stand Alone financial position or results of operations as of any future date or for any future period, as applicable. Financial Information for Kayne Anderson for the six months ended June 30, 2015 is not available.