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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
________________
FORM 10-Q
________________
☒ QUARTERLY
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934.
For the quarterly period ended March 31, 2020
or
☐ TRANSITION
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934.
For the transition period from
to
.
Commission File Number 001-35500
________________
Oaktree Capital Group, LLC
(Exact name of registrant as specified in its charter)
_______________________________
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Delaware |
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26-0174894 |
(State or other jurisdiction of
incorporation or organization) |
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(I.R.S. Employer
Identification Number) |
333 South Grand Avenue, 28th Floor
Los Angeles, CA 90071
Telephone: (213) 830-6300
(Address, zip code, and telephone number, including
area code, of registrant’s principal executive
offices)
_______________________________
Securities registered pursuant to Section 12(b) of the
Act:
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Title of each class |
Trading Symbol(s) |
Name of each exchange on which registered |
6.625% Series A preferred units
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OAK-PA
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New York Stock Exchange |
6.550% Series B preferred units |
OAK-PB |
New York Stock Exchange |
Indicate by check mark whether the registrant (1) has filed
all reports required to be filed by Section 13 or
15(d) of the Securities Exchange Act of 1934 during the
preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has
been subject to such filing requirements for the past
90 days. Yes ☒ No o
Indicate by check mark whether the registrant has submitted
electronically every Interactive Data File required to be submitted
pursuant to Rule 405 of Regulation S-T during the
preceding 12 months (or for such shorter period that the
registrant was required to submit such
files). Yes ☒ No o
Indicate by check mark whether the registrant is a large
accelerated filer, an accelerated filer, a non-accelerated filer,
smaller reporting company, or an emerging growth company. See the
definitions of “large accelerated filer,” “accelerated filer,”
“smaller reporting company,” and “emerging growth company” in
Rule 12b-2 of the Exchange Act:
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Large accelerated filer |
x |
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Accelerated filer |
☐ |
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Non-accelerated filer |
o |
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Smaller reporting company |
☐ |
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Emerging growth company |
☐ |
If an emerging growth company, indicate by check mark if the
registrant has elected not to use the extended transition period
for complying with any new or revised financial accounting
standards provided pursuant to Section 13(a) of the Exchange
Act.
o
Indicate by check mark whether the registrant is a shell company
(as defined in Rule 12b-2 of the Exchange
Act). Yes ☐
No ☒
As of May 7, 2020, there were 98,677,040 Class A units
and 61,394,265 Class B units of the registrant
outstanding.
TABLE OF CONTENTS
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Page |
PART I – FINANCIAL INFORMATION |
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FORWARD-LOOKING STATEMENTS
This quarterly report contains forward-looking statements within
the meaning of Section 27A of the U.S. Securities Act of 1933, as
amended (the “Securities Act”), and Section 21E of the U.S.
Securities Exchange Act of 1934, as amended (the “Exchange Act”),
which reflect our current views with respect to, among other
things, our future results of operations and financial performance.
In some cases, you can identify forward-looking statements by words
such as “anticipate,” “approximately,” “believe,” “continue,”
“could,” “estimate,” “expect,” “intend,” “may,” “outlook,” “plan,”
“potential,” “predict,” “seek,” “should,” “will” and “would” or the
negative version of these words or other comparable or similar
words. These statements identify prospective information. Important
factors could cause actual results to differ, possibly materially,
from those indicated in these statements. Forward-looking
statements are based on our beliefs, assumptions and expectations
of our future performance, taking into account all information
currently available to us. Such forward-looking statements are
subject to risks and uncertainties and assumptions relating to our
operations, financial results, financial condition, business
prospects, growth strategy and liquidity.
In addition to factors previously disclosed in Oaktree Capital
Group, LLC’s (“OCG”) reports filed with securities regulators in
the United States and those identified elsewhere in this quarterly
report, the following factors, among others, could cause actual
results to differ materially from forward-looking statements and
information or historical performance: the outcome of any legal
proceedings that may be instituted against OCG or its unitholders
or directors in connection with the merger between an affiliate of
Brookfield Asset Management Inc. and OCG that closed on September
30, 2019; business disruptions resulting from the completion of the
merger that will harm OCG’s business, including current plans and
operations; potential adverse reactions or changes to business
relationships resulting from the completion of the merger; certain
legal or regulatory restrictions resulting from the completion of
the merger that may impact OCG’s ability to pursue certain business
opportunities or strategic transactions; the ability of OCG to
retain and hire key personnel; the continued availability of
capital and financing following the merger; the business, economic
and political conditions in the markets in which OCG operates;
changes in OCG’s anticipated revenue and income, which are
inherently volatile; changes in the value of OCG’s investments; the
pace of OCG’s raising of new funds; changes in assets under
management; the timing and receipt of, and impact of taxes on,
carried interest; distributions from and liquidation of OCG’s
existing funds; the amount and timing of distributions on OCG’s
preferred units; changes in OCG’s operating or other expenses; the
degree to which OCG encounters competition; and general political,
economic and market conditions.
Any forward-looking statements and information speak only as of the
date of this quarterly report or as of the date they were made, and
except as required by law, OCG does not undertake any obligation to
update forward-looking statements and information. For a more
detailed discussion of these factors, also see the information
under the captions “Risk Factors” and “Management’s Discussion and
Analysis of Financial Condition and Results of Operations” in OCG’s
most recent report on Form 10-K for the year ended December 31,
2019 (our “annual report”) and in this quarterly report, and in
each case any material updates to these factors contained in any of
OCG’s future filings.
As for the forward-looking statements and information that relate
to future financial results and other projections, actual results
will be different due to the inherent uncertainties of estimates,
forecasts and projections and may be better or worse than projected
and such differences could be material. Given these uncertainties,
you should not place any reliance on these forward-looking
statements and information.
This quarterly report and its contents do not constitute and should
not be construed as (a) a recommendation to buy, (b) an offer to
buy or solicitation of an offer to buy, (c) an offer to sell or (d)
advice in relation to, any securities of OCG or securities of any
Oaktree investment fund.
In this quarterly report, unless the context otherwise
requires:
“Oaktree” refers to (i) Oaktree Capital Group, LLC and, where
applicable, its subsidiaries and affiliates prior to October 1,
2019 and (ii) the Oaktree Operating Group and, where applicable,
their respective subsidiaries and affiliates after September 30,
2019.
“OCG,” “Company,” “we,” “us,” “our” or “our company” refers to
Oaktree Capital Group, LLC and, where applicable, its subsidiaries
and affiliates, including, as the context requires, affiliated
Oaktree Operating Group members after September 30,
2019.
“OCM” refers to Oaktree Capital Management, L.P. and, where
applicable, its subsidiaries and affiliates. OCM is one of the
Oaktree Operating Group entities and acts as the U.S. registered
investment adviser to most of the Oaktree funds. Subsequent to
September 30, 2019, OCM is no longer our indirect
subsidiary.
“Oaktree Operating Group,” or “Operating Group,” refers
collectively to the entities that either (i) act as or control the
general partners and investment advisers of the Oaktree funds or
(ii) hold interests in other entities or investments generating
income for Oaktree.
“OCGH” refers to Oaktree Capital Group Holdings, L.P., a Delaware
limited partnership, which holds an interest in the Oaktree
Operating Group and all of our Class B units.
“OCGH unitholders” refers collectively to Oaktree senior
executives, current and former employees and their respective
transferees who hold interests in the Oaktree Operating Group
through OCGH.
“assets under management,” or “AUM,” generally refers to the assets
Oaktree manages and equals the NAV (as defined below) of the assets
Oaktree manages, the leverage on which management fees are charged,
the undrawn capital that Oaktree is entitled to call from investors
in the funds pursuant to their capital commitments, investment
proceeds held in trust for use in investment activities and
Oaktree’s pro rata portion of AUM managed by DoubleLine Capital LP
and it’s affiliates (“DoubleLine”), in which Oaktree holds a
minority ownership interest. For Oaktree’s collateralized loan
obligation vehicles (“CLOs”), AUM represents the aggregate par
value of collateral assets and principal cash, and for Oaktree’s
BDCs, gross assets (including assets acquired with leverage), net
of cash, for Oaktree’s special purpose acquisition companies, the
proceeds of any initial public offering held in trust for use in a
business combination, and for DoubleLine funds, NAV. Oaktree’s AUM
amounts include AUM for which Oaktree charges no management fees.
Oaktree’s definition of AUM is not based on any definition
contained in our operating agreement or the agreements governing
the funds that Oaktree manages. Oaktree’s calculation of AUM and
the AUM-related metric described below may not be directly
comparable to the AUM metrics of other investment
managers.
“incentive-creating assets under management,” or
“incentive-creating AUM,” refers to the AUM that may eventually
produce incentive income, as more fully described in “Management’s
Discussion and Analysis of Financial Condition and Results of
Operations—Operating Metrics”.
“Class A units” refer to the common units of OCG designated as
Class A units.
“common units” or “common unitholders” refer to the Class A common
units of OCG or Class A common unitholders, respectively, unless
otherwise specified.
“consolidated funds” refers to the funds and CLOs that we are
required to consolidate as of the applicable reporting
date.
“funds” refers to investment funds and, where applicable, CLOs and
separate accounts that are managed by Oaktree or its
subsidiaries.
“Intermediate Holding Companies” collectively refers to the
subsidiaries wholly owned by us.
“net asset value,” or “NAV,” refers to the value of all the assets
of a fund (including cash and accrued interest and dividends) less
all liabilities of the fund (including accrued expenses and any
reserves established by us, in our discretion, for contingent
liabilities) without reduction for accrued incentives (fund level)
because they are reflected in the partners’ capital of the
fund.
“preferred units” or “preferred unitholders” refer to the Series A
and Series B preferred units of OCG or Series A and Series B
preferred unitholders, respectively, unless otherwise
specified.
“senior executives” refers collectively to Howard S. Marks, Bruce
A. Karsh, Jay S. Wintrob, John B. Frank and Sheldon M.
Stone.
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
Oaktree Capital Group, LLC
Condensed Consolidated Statements of Financial Condition
(Unaudited)
($ in thousands)
|
|
|
|
|
|
|
|
|
|
|
|
|
As of |
|
|
|
March 31, 2020 |
|
December 31, 2019 |
Assets |
|
|
|
Cash and cash-equivalents |
$ |
236,865 |
|
|
$ |
323,550 |
|
U.S. Treasury and other securities |
8,611 |
|
|
9,232 |
|
Corporate investments (includes $29,736 and $34,934 measured at
fair value as of March 31, 2020
and December 31, 2019, respectively)
|
633,852 |
|
|
709,137 |
|
Due from affiliates |
49,083 |
|
|
164,189 |
|
Deferred tax assets |
1,996 |
|
|
3,096 |
|
Right-of-use assets |
37,105 |
|
|
39,702 |
|
Other assets |
38,263 |
|
|
41,198 |
|
Assets of consolidated funds: |
|
|
|
Cash and cash-equivalents |
646,570 |
|
|
518,243 |
|
Investments, at fair value |
6,754,146 |
|
|
7,358,409 |
|
Dividends and interest receivable |
26,957 |
|
|
25,058 |
|
Due from brokers |
8,221 |
|
|
— |
|
Receivable for securities sold |
138,966 |
|
|
58,622 |
|
Derivative assets, at fair value |
8,618 |
|
|
6,890 |
|
Other assets, net |
23,708 |
|
|
7,436 |
|
Total assets |
$ |
8,612,961 |
|
|
$ |
9,264,762 |
|
Liabilities and Unitholders’ Capital |
|
|
|
Liabilities: |
|
|
|
Accrued compensation expense |
$ |
79,331 |
|
|
$ |
130,818 |
|
Accounts payable, accrued expenses and other
liabilities |
13,285 |
|
|
11,316 |
|
Due to affiliates |
62,032 |
|
|
87,063 |
|
Debt obligations (Note 10) |
— |
|
|
— |
|
Operating lease liabilities |
42,864 |
|
|
45,793 |
|
Liabilities of consolidated funds: |
|
|
|
Accounts payable, accrued expenses and other
liabilities |
92,263 |
|
|
89,937 |
|
Payables for securities purchased |
369,162 |
|
|
367,983 |
|
|
|
|
|
Derivative liabilities, at fair value |
27,475 |
|
|
2,551 |
|
Distributions payable |
355 |
|
|
34,434 |
|
Borrowings under credit facilities |
262,022 |
|
|
158,477 |
|
Debt obligations of CLOs |
5,230,605 |
|
|
5,767,999 |
|
Total liabilities |
6,179,394 |
|
|
6,696,371 |
|
Commitments and contingencies (Note 17) |
|
|
|
Non-controlling redeemable interests in consolidated
funds |
1,023,496 |
|
|
866,222 |
|
Unitholders’ capital: |
|
|
|
Series A preferred units, 7,200,000 units issued and outstanding as
of March 31, 2020 and December 31, 2019
|
173,669 |
|
|
173,669 |
|
Series B preferred units, 9,400,000 units issued and outstanding as
of March 31, 2020 and December 31, 2019
|
226,915 |
|
|
226,915 |
|
Class A units, no par value, unlimited units authorized,
98,677,040 and 97,967,255 units issued and outstanding as of March
31, 2020 and December 31, 2019, respectively
|
— |
|
|
— |
|
Class B units, no par value, unlimited units authorized, 61,106,900
and 61,793,286 units issued and outstanding as of March 31, 2020
and December 31, 2019, respectively
|
— |
|
|
— |
|
Paid-in capital |
777,157 |
|
|
750,299 |
|
Retained earnings (accumulated deficit) |
(137,859) |
|
|
51,534 |
|
Accumulated other comprehensive loss |
(8,534) |
|
|
(3,501) |
|
Unitholders’ capital attributable to Oaktree Capital Group,
LLC |
1,031,348 |
|
|
1,198,916 |
|
Non-controlling interests in consolidated subsidiaries |
378,723 |
|
|
503,253 |
|
Total unitholders’ capital |
1,410,071 |
|
|
1,702,169 |
|
Total liabilities and unitholders’ capital |
$ |
8,612,961 |
|
|
$ |
9,264,762 |
|
Please see accompanying notes to condensed consolidated financial
statements.
Oaktree Capital Group, LLC
Condensed Consolidated Statements of Operations
(Unaudited)
(in thousands, except per unit amounts)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three months ended March 31, |
|
|
|
|
|
|
|
2020 |
|
2019 |
|
|
|
|
Revenues: |
|
|
|
|
|
|
|
|
Management fees |
$ |
41,524 |
|
|
$ |
169,934 |
|
|
|
|
|
Incentive income |
2,395 |
|
|
96,481 |
|
|
|
|
|
Total revenues |
43,919 |
|
|
266,415 |
|
|
|
|
|
Expenses: |
|
|
|
|
|
|
|
Compensation and benefits |
(32,459) |
|
|
(114,523) |
|
|
|
|
|
Equity-based compensation |
(5,365) |
|
|
(14,329) |
|
|
|
|
|
Incentive income compensation |
(426) |
|
|
(52,300) |
|
|
|
|
|
Total compensation and benefits expense |
(38,250) |
|
|
(181,152) |
|
|
|
|
|
General and administrative |
(6,506) |
|
|
(47,603) |
|
|
|
|
|
Depreciation and amortization |
(452) |
|
|
(6,564) |
|
|
|
|
|
Consolidated fund expenses |
(13,881) |
|
|
(2,155) |
|
|
|
|
|
Total expenses |
(59,089) |
|
|
(237,474) |
|
|
|
|
|
Other income (loss): |
|
|
|
|
|
|
|
Interest expense |
(44,612) |
|
|
(45,765) |
|
|
|
|
|
Interest and dividend income |
93,799 |
|
|
92,252 |
|
|
|
|
|
Net realized loss on consolidated funds’ investments
|
(39,247) |
|
|
(5,819) |
|
|
|
|
|
Net change in unrealized appreciation (depreciation) on
consolidated funds’ investments
|
(326,067) |
|
|
57,117 |
|
|
|
|
|
Investment income (loss) |
(109,673) |
|
|
62,150 |
|
|
|
|
|
Other income, net |
52 |
|
|
22 |
|
|
|
|
|
Total other income (loss) |
(425,748) |
|
|
159,957 |
|
|
|
|
|
Income (loss) before income taxes |
(440,918) |
|
|
188,898 |
|
|
|
|
|
Income taxes |
(1,798) |
|
|
(4,498) |
|
|
|
|
|
Net income (loss) |
(442,716) |
|
|
184,400 |
|
|
|
|
|
Less: |
|
|
|
|
|
|
|
Net (income) loss attributable to non-controlling interests in
consolidated funds
|
176,100 |
|
|
(64,202) |
|
|
|
|
|
Net (income) loss attributable to non-controlling interests in
consolidated subsidiaries
|
105,717 |
|
|
(66,115) |
|
|
|
|
|
Net income (loss) attributable to Oaktree Capital
Group, LLC
|
(160,899) |
|
|
54,083 |
|
|
|
|
|
Net income attributable to preferred unitholders
|
(6,829) |
|
|
(6,829) |
|
|
|
|
|
Net income (loss) attributable to Oaktree Capital Group, LLC
Class A unitholders
|
$ |
(167,728) |
|
|
$ |
47,254 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Distributions declared per Class A unit |
$ |
0.22 |
|
|
$ |
0.75 |
|
|
|
|
|
Net income (loss) per Class A unit (basic and diluted): |
|
|
|
|
|
|
|
Net income (loss) per Class A unit |
$ |
(1.71) |
|
|
$ |
0.66 |
|
|
|
|
|
Weighted average number of Class A units outstanding |
98,014 |
|
71,632 |
|
|
|
|
Please see accompanying notes to condensed consolidated financial
statements.
Oaktree Capital Group, LLC
Condensed Consolidated Statements of Comprehensive Income (Loss)
(Unaudited)
(in thousands)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three months ended March 31, |
|
|
|
|
|
|
|
2020 |
|
2019 |
|
|
|
|
|
|
|
|
|
|
|
|
Net income (loss) |
$ |
(442,716) |
|
|
$ |
184,400 |
|
|
|
|
|
Other comprehensive income (loss), net of tax: |
|
|
|
|
|
|
|
Foreign currency translation adjustments |
(8,149) |
|
|
3,708 |
|
|
|
|
|
Other comprehensive income (loss), net of tax |
(8,149) |
|
|
3,708 |
|
|
|
|
|
Total comprehensive income (loss) |
(450,865) |
|
|
188,108 |
|
|
|
|
|
Less: |
|
|
|
|
|
|
|
Comprehensive (income) loss attributable to non-controlling
interests in consolidated funds
|
176,100 |
|
|
(64,202) |
|
|
|
|
|
Comprehensive (income) loss attributable to non-controlling
interests in consolidated subsidiaries
|
108,833 |
|
|
(68,112) |
|
|
|
|
|
Comprehensive income (loss) attributable to OCG
|
(165,932) |
|
|
55,794 |
|
|
|
|
|
Comprehensive income attributable to preferred
unitholders
|
(6,829) |
|
|
(6,829) |
|
|
|
|
|
Comprehensive income (loss) attributable to OCG Class A
unitholders
|
$ |
(172,761) |
|
|
$ |
48,965 |
|
|
|
|
|
Please see accompanying notes to condensed consolidated financial
statements.
Oaktree Capital Group, LLC
Condensed Consolidated Statements of Cash Flows
(Unaudited)
(in thousands)
|
|
|
|
|
|
|
|
|
|
|
|
|
Three months ended March 31, |
|
|
|
2020 |
|
2019 |
Cash flows from operating activities: |
|
|
|
Net income (loss) |
$ |
(442,716) |
|
|
$ |
184,400 |
|
Adjustments to reconcile net income to net cash used in operating
activities:
|
|
|
|
|
|
|
|
Investment (income) loss |
109,673 |
|
|
(62,150) |
|
Depreciation and amortization |
452 |
|
|
6,564 |
|
Equity-based compensation |
5,365 |
|
|
14,329 |
|
Net realized and unrealized (gain) loss from consolidated funds’
investments
|
365,314 |
|
|
(51,298) |
|
Amortization (accretion) of original issue and market discount of
consolidated funds’ investments, net
|
(7,828) |
|
|
(1,841) |
|
Income distributions from corporate investments in funds and
companies |
2,401 |
|
|
45,392 |
|
Other non-cash items |
46 |
|
|
1,420 |
|
Cash flows due to changes in operating assets and
liabilities: |
|
|
|
Decrease in deferred tax assets |
1,100 |
|
|
— |
|
(Increase) decrease in other assets |
4,231 |
|
|
(1,453) |
|
Decrease in net due from affiliates |
95,323 |
|
|
82,452 |
|
Decrease in accrued compensation expense
|
(51,773) |
|
|
(192,471) |
|
Increase (decrease) in accounts payable, accrued expenses and other
liabilities
|
(1,286) |
|
|
24,218 |
|
Cash flows due to changes in operating assets and liabilities of
consolidated funds:
|
|
|
|
(Increase) decrease in dividends and interest
receivable |
1,014 |
|
|
(2,060) |
|
(Increase) decrease in due from brokers |
(8,221) |
|
|
10,736 |
|
Increase in receivables for securities sold |
(77,436) |
|
|
(22,573) |
|
(Increase) decrease in other assets |
(4,619) |
|
|
266 |
|
Increase (decrease) in accounts payable, accrued expenses and other
liabilities |
(25,195) |
|
|
3,979 |
|
Increase in payables for securities purchased |
5,017 |
|
|
51,123 |
|
Purchases of securities |
(1,353,014) |
|
|
(694,115) |
|
Proceeds from maturities and sales of securities |
981,572 |
|
|
546,571 |
|
Net cash used in operating activities |
(400,580) |
|
|
(56,511) |
|
Cash flows from investing activities: |
|
|
|
Purchases of U.S. Treasury and other securities |
(7,221) |
|
|
(342,672) |
|
Proceeds from maturities and sales of U.S. Treasury and other
securities
|
7,141 |
|
|
431,573 |
|
Corporate investments in funds and companies |
(37,919) |
|
|
(8,593) |
|
Distributions and proceeds from corporate investments in funds and
companies |
6,237 |
|
|
74,540 |
|
Purchases of fixed assets |
(84) |
|
|
(3,094) |
|
Net cash (used in) provided by investing activities |
(31,846) |
|
|
151,754 |
|
(continued)
Please see accompanying notes to condensed consolidated financial
statements.
Oaktree Capital Group, LLC
Condensed Consolidated Statements of Cash Flows (Unaudited) —
(Continued)
(in thousands)
|
|
|
|
|
|
|
|
|
|
|
|
|
Three months ended March 31, |
|
|
|
2020 |
|
2019 |
Cash flows from financing activities: |
|
|
|
Capital contributions |
$ |
19,817 |
|
|
$ |
— |
|
|
|
|
|
Repurchase and cancellation of units |
— |
|
|
(9,925) |
|
Distributions to Class A unitholders |
(21,445) |
|
|
(53,738) |
|
Distributions to preferred unitholders |
(6,829) |
|
|
(6,829) |
|
Distributions to OCGH unitholders |
(13,599) |
|
|
(68,366) |
|
Distributions to non-controlling interests |
— |
|
|
(1,189) |
|
|
|
|
|
|
|
|
|
Cash flows from financing activities of consolidated
funds:
|
|
|
|
Contributions from non-controlling interests |
463,547 |
|
|
80,653 |
|
Distributions to non-controlling interests |
(127,267) |
|
|
(62,641) |
|
Proceeds from debt obligations issued by CLOs |
186,085 |
|
|
75,947 |
|
Payment of debt issuance costs |
(1,168) |
|
|
(768) |
|
Repayment on debt obligations issued by CLOs |
(42,263) |
|
|
(65,198) |
|
Borrowings on credit facilities |
75,380 |
|
|
372,000 |
|
Repayments on credit facilities |
(48,490) |
|
|
(372,000) |
|
Net cash provided by (used in) financing activities |
483,768 |
|
|
(112,054) |
|
Effect of exchange rate changes on cash |
(9,936) |
|
|
(1,384) |
|
Net increase (decrease) in cash and cash-equivalents |
41,406 |
|
|
(18,195) |
|
Initial consolidation of funds |
236 |
|
|
— |
|
Cash and cash-equivalents, beginning balance |
841,793 |
|
|
831,727 |
|
Cash and cash-equivalents, ending balance |
$ |
883,435 |
|
|
$ |
813,532 |
|
|
|
|
|
|
|
|
|
Reconciliation of cash and cash-equivalents |
|
|
|
Cash and cash-equivalents – Oaktree |
$ |
236,865 |
|
|
$ |
500,208 |
|
Cash and cash-equivalents – Consolidated Funds |
646,570 |
|
|
313,324 |
|
Total cash and cash-equivalents |
$ |
883,435 |
|
|
$ |
813,532 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Please see accompanying notes to condensed consolidated financial
statements.
Oaktree Capital Group, LLC
Condensed Consolidated Statements of Changes in Unitholders’
Capital (Unaudited)
(in thousands)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Oaktree Capital Group, LLC |
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-controlling Interests in Consolidated Subsidiaries |
|
Total Unitholders’ Capital |
|
Class A Units |
|
Class B Units |
|
Series A Preferred Units |
|
Series B Preferred Units |
|
Paid-in Capital |
|
Retained Earnings (Accumulated Deficit) |
|
Accumulated Other Comprehensive Income (Loss) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Unitholders’ capital as of December 31, 2019
|
97,967 |
|
|
61,793 |
|
|
$ |
173,669 |
|
|
$ |
226,915 |
|
|
$ |
750,299 |
|
|
$ |
51,534 |
|
|
$ |
(3,501) |
|
|
$ |
503,253 |
|
|
$ |
1,702,169 |
|
Activity for the three months ended: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Adoption of new accounting guidance (ASU 2016-13) |
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
(220) |
|
|
— |
|
|
(136) |
|
|
(356) |
|
Net issuance of units |
— |
|
|
24 |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Unit exchange |
710 |
|
|
(710) |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
Capital contributions |
— |
|
|
— |
|
|
— |
|
|
— |
|
|
19,817 |
|
|
— |
|
|
— |
|
|
— |
|
|
19,817 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Equity reallocation between controlling and non-controlling
interests |
— |
|
|
— |
|
|
— |
|
|
— |
|
|
3,925 |
|
|
— |
|
|
— |
|
|
(3,925) |
|
|
— |
|
Capital increase related to equity-based compensation |
— |
|
|
— |
|
|
— |
|
|
— |
|
|
3,116 |
|
|
— |
|
|
— |
|
|
1,963 |
|
|
5,079 |
|
Distributions declared |
— |
|
|
— |
|
|
(2,981) |
|
|
(3,848) |
|
|
— |
|
|
(21,445) |
|
|
— |
|
|
(13,599) |
|
|
(41,873) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income (loss) |
— |
|
|
— |
|
|
2,981 |
|
|
3,848 |
|
|
— |
|
|
(167,728) |
|
|
|
|
|
(105,717) |
|
|
(266,616) |
|
Foreign currency translation adjustment, net of tax |
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
|
|
|
(5,033) |
|
|
(3,116) |
|
|
(8,149) |
|
Unitholders’ capital as of March 31, 2020
|
98,677 |
|
|
61,107 |
|
|
$ |
173,669 |
|
|
$ |
226,915 |
|
|
$ |
777,157 |
|
|
$ |
(137,859) |
|
|
$ |
(8,534) |
|
|
$ |
378,723 |
|
|
$ |
1,410,071 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Unitholders’ capital as of December 31, 2018 |
71,662 |
|
|
85,472 |
|
|
$ |
173,669 |
|
|
$ |
226,915 |
|
|
$ |
893,043 |
|
|
$ |
100,683 |
|
|
$ |
1,053 |
|
|
$ |
1,092,354 |
|
|
|
$ |
2,487,717 |
|
Activity for the three months ended: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Issuance of units |
1,455 |
|
|
1,020 |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
|
— |
|
Cancellation of units associated with forfeitures |
(20) |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
|
— |
|
Repurchase and cancellation of units |
(169) |
|
|
(73) |
|
|
— |
|
|
— |
|
|
(7,410) |
|
|
— |
|
|
— |
|
|
(2,515) |
|
|
|
(9,925) |
|
Equity reallocation between controlling and non-controlling
interests |
— |
|
|
— |
|
|
— |
|
|
— |
|
|
6,125 |
|
|
— |
|
|
— |
|
|
(6,125) |
|
|
|
— |
|
Capital increase related to equity-based compensation |
— |
|
|
— |
|
|
— |
|
|
— |
|
|
6,024 |
|
|
— |
|
|
— |
|
|
7,188 |
|
|
|
13,212 |
|
Distributions declared |
— |
|
|
— |
|
|
(2,981) |
|
|
(3,848) |
|
|
— |
|
|
(53,738) |
|
|
— |
|
|
(69,555) |
|
|
|
(130,122) |
|
Net income |
— |
|
|
— |
|
|
2,981 |
|
|
3,848 |
|
|
— |
|
|
47,254 |
|
|
— |
|
|
66,115 |
|
|
|
120,198 |
|
Foreign currency translation adjustment, net of tax |
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
1,711 |
|
|
1,997 |
|
|
|
3,708 |
|
Unitholders’ capital as of March 31, 2019
|
72,928 |
|
|
86,419 |
|
|
$ |
173,669 |
|
|
$ |
226,915 |
|
|
$ |
897,782 |
|
|
$ |
94,199 |
|
|
$ |
2,764 |
|
|
$ |
1,089,459 |
|
|
|
$ |
2,484,788 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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|
|
|
|
|
|
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|
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|
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|
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|
|
|
|
|
|
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|
|
|
|
|
|
|
|
|
|
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|
|
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|
|
Please see accompanying notes to condensed consolidated financial
statements.
Oaktree Capital Group, LLC
Notes to Condensed Consolidated Financial Statements
(Unaudited)
March 31, 2020
($ in thousands, except where noted)
1. ORGANIZATION AND BASIS OF PRESENTATION
As used in these condensed consolidated financial
statements:
“Oaktree” refers to (i) Oaktree Capital Group, LLC and, where
applicable, its subsidiaries and affiliates prior to October 1,
2019 and (ii) the Oaktree Operating Group and, where applicable,
their respective subsidiaries and affiliates after September 30,
2019; and
the “Company” refers to Oaktree Capital Group, LLC and, where
applicable, its subsidiaries and affiliates, including, as the
context requires, affiliated Oaktree Operating Group members after
September 30, 2019.
Oaktree is a leader among global investment managers specializing
in alternative investments. Oaktree emphasizes an opportunistic,
value-oriented and risk-controlled approach to investments in
credit, private equity, real assets and listed equities. Funds
managed by Oaktree (the “Oaktree funds”) include commingled funds,
separate accounts, collateralized loan obligation vehicles (“CLOs”)
and business development companies (“BDCs”). Commingled funds
include open-end and closed-end limited partnerships in which
Oaktree makes an investment and for which it serves as the general
partner. CLOs are structured finance vehicles in which Oaktree
typically makes an investment and for which it serves as collateral
manager.
Oaktree Capital Group, LLC is a Delaware limited liability company
that was formed on April 13, 2007. Prior to the Mergers described
below, the Company was owned by (i) its public Class A common
unitholders, (ii) its public Series A and Series B preferred
unitholders and (iii) Oaktree Capital Group Holdings, L.P. (“OCGH”)
who held 100% of the Company’s Class B common units which did not
represent an economic interest in the Company. OCGH is owned by
Oaktree’s senior executives, current and former employees, and
certain other investors (collectively, the “OCGH unitholders”). The
Class A units held by the public unitholders were entitled to one
vote per unit and the Class B units held by OCGH were entitled to
ten votes per unit. The number of Class B units held by OCGH
increased or decreased in response to corresponding changes in
OCGH’s economic interest in the Oaktree Operating Group;
consequently, the OCGH unitholders’ economic interest in the
Oaktree Operating Group is reflected within non-controlling
interests in consolidated subsidiaries in the accompanying
condensed consolidated financial statements.
Subsequent to the Mergers, (i) all of the Company’s Class A units,
which are no longer publicly traded, are held by an affiliate of
Brookfield Asset Management, Inc. (“Brookfield”), (ii) the
Company’s public preferred unitholders continue to hold the Series
A and Series B preferred units listed on the NYSE and (iii) OCGH
continues to hold all of the Company’s Class B units. Subject to
the operating agreement of the Company, to the extent the approval
of any matter requires the vote of the Company’s unitholders, the
Class A units continue to be entitled to one vote per unit and the
Class B units continue to be entitled to ten votes per unit, voting
together as a single class.
Additionally, prior to the Restructuring as described below, the
Company’s operations were conducted through a group of six
operating entities collectively referred to as the “Oaktree
Operating Group,” and the Company had an indirect economic interest
in each of the members of the Oaktree Operating Group. However,
after the Restructuring, the Company has an indirect economic
interest in only two of the six Oaktree Operating Group members.
OCGH has a direct economic interest in all six of the Oaktree
Operating Group members. The interests in the Oaktree Operating
Group are referred to as the “Oaktree Operating Group units.” An
Oaktree Operating Group unit is not a separate legal interest but
represents one limited partnership interest in each of the Oaktree
Operating Group entities.
As of October 1, 2019, Oaktree Capital Management, L.P. (“OCM”), a
former indirect subsidiary of the Company, provides certain
administrative and other services relating to the operations of the
Company’s business pursuant to a Services Agreement between the
Company and OCM (as amended from time to time, the “Services
Agreement”).
Oaktree Capital Group, LLC
Notes to Condensed Consolidated Financial Statements (Unaudited) —
(Continued)
March 31, 2020
($ in thousands, except where noted)
Brookfield Merger
On March 13, 2019, Oaktree, Brookfield, Berlin Merger Sub, LLC, a
Delaware limited liability company (“Merger Sub”) and a
wholly-owned subsidiary of Brookfield, Oslo Holdings LLC, a
Delaware limited liability company (“SellerCo”) and a wholly-owned
subsidiary of OCGH, and Oslo Holdings Merger Sub LLC, a Delaware
limited liability company and a wholly-owned subsidiary of Oaktree
(“Seller MergerCo”) entered into an Agreement and Plan of Merger
(the “Merger Agreement”). Pursuant to the terms and conditions set
forth in the Merger Agreement, on September 30, 2019, (i) Merger
Sub merged with and into Oaktree (the “Merger”), with Oaktree
continuing as the surviving entity, and (ii) immediately following
the Merger, SellerCo merged with and into Seller MergerCo (the
“Subsequent Merger” and together with the Merger, the “Mergers”),
with Seller MergerCo continuing as the surviving
entity.
Upon the completion of the Mergers on September 30, 2019,
Brookfield acquired 61.2% of Oaktree’s business in a stock and cash
transaction. The remaining 38.8% of the business continued to be
owned by OCGH, whose unitholders consist primarily of Oaktree’s
founders and certain other members of management and current and
former employees. As part of the Merger, Brookfield acquired all
outstanding vested OCG Class A units for, at the election of OCG
Class A unitholders, either $49.00 in cash or 1.0770 Class A shares
of Brookfield per OCG Class A unit (subject to pro-ration to ensure
that no more than fifty percent (50%) of the aggregate merger
consideration is paid in the form of cash or stock), in each case,
without interest and subject to any applicable withholding taxes.
In addition, as part of the Subsequent Merger the founders, senior
management, and current and former employee-unitholders of OCGH
sold 20% of their OCGH units to Brookfield for the same
consideration as the OCG Class A unitholders received in the
merger.
The aggregate amount of cash payable to Class A unitholders and
OCGH unitholders in the transaction was approximately
$2.4 billion and approximately 52.8 million Brookfield
Class A shares were issued in the Mergers. In connection with the
closing of the Merger, Oaktree Class A units were delisted from the
New York Stock Exchange.
Upon completion of the Merger, each unvested Class A Unit held by
current, or in certain cases former, employees, officers and
directors of Oaktree and its subsidiaries was converted into one
unvested OCGH Unit (each, a “Converted OCGH Unit”) and became
subject to the terms and conditions of the OCGH limited partnership
agreement. The Converted OCGH Units will (i) be subject to the same
vesting terms that were applicable to such units prior to the
completion of the Merger, (ii) be entitled to receive ongoing
distributions in respect of earnings, but not capital distributions
and (iii) upon vesting, receive the accumulated value of capital
distributions that accrued while such units were unvested. Please
see note 15 for more information.
Restructuring Transaction
On the closing date of the Mergers, the Company and certain other
entities entered into a Restructuring Agreement (the
“Restructuring”) pursuant to which the Company’s direct and
indirect ownership of general partner and limited partner interests
in certain Oaktree Operating Group entities were transferred to
newly-formed, indirect subsidiaries of Brookfield as of October 1,
2019. As a result, as of October 1, 2019, four of the six Oaktree
Operating Group entities are no longer indirect subsidiaries of the
Company. Accordingly, the Company’s condensed consolidated
financial statements reflect its indirect economic interest in only
two of the Oaktree Operating Group entities: (i) Oaktree Capital I,
L.P. (“Oaktree Capital I”), which acts as or controls the general
partner of certain Oaktree funds and which holds a majority of
Oaktree’s investments in its funds and (ii) Oaktree Capital
Management (Cayman), L.P. (“OCM Cayman”), which represents
Oaktree’s non-U.S. fee business. As of October 1, 2019, the
Company’s condensed consolidated financial statements no longer
reflects any economic interests in the remaining four Oaktree
Operating Group entities: (i) Oaktree Capital II, L.P. (“Oaktree
Capital II”), which acts as or controls the general partner of
certain Oaktree funds and which includes Oaktree’s investments in
certain funds and other businesses, including Oaktree’s investment
in DoubleLine Capital, L.P., (ii) OCM, an entity that serves as the
U.S. registered investment adviser to most of the Oaktree funds,
(iii) Oaktree Investment Holdings, L.P. (“Oaktree Investment
Holdings”), which holds certain corporate investments in other
entities and (iv) Oaktree AIF Investments, L.P. (“Oaktree AIF”),
which primarily holds interests in certain Oaktree fund investments
for regulatory and structuring purposes. As a consequence, the
assets of Oaktree Capital II, OCM, Oaktree Investment Holdings and
Oaktree AIF will no longer directly support the Company’s
operations.
Oaktree Capital Group, LLC
Notes to Condensed Consolidated Financial Statements (Unaudited) —
(Continued)
March 31, 2020
($ in thousands, except where noted)
As a result of the Restructuring of the Company’s business,
references to “Oaktree” in these financial statements will
generally refer to the collective business of the Oaktree Operating
Group, of which the Company is a component.
Basis of Presentation
The accompanying unaudited condensed consolidated financial
statements are prepared in accordance with accounting principles
generally accepted in the United States of America (“GAAP”) for
interim financial information. The condensed consolidated financial
statements, including these notes, are unaudited and exclude some
of the disclosures required in annual financial statements.
Management believes it has made all necessary adjustments
(consisting of only normal recurring items) such that the condensed
consolidated financial statements are presented fairly and that
estimates made in preparing its condensed consolidated financial
statements are reasonable and prudent. The operating results
presented for interim periods are not necessarily indicative of the
results that may be expected for any other interim period or for
the entire year. The condensed consolidated financial statements
include the accounts of the Company, its wholly-owned or
majority-owned subsidiaries and entities in which the Company is
deemed to have a direct or indirect controlling financial interest
based on either a variable interest model or voting interest model.
Certain of the Oaktree funds consolidated by the Company are
investment companies that follow a specialized basis of accounting
established by GAAP. All intercompany transactions and balances
have been eliminated in consolidation.
The Restructuring was a transfer of assets among entities under
common control, since both the transferring and receiving entities
are under control of OCGH. Accordingly, the assets and liabilities
were removed at book value and the transfer did not result in a
gain or loss to the Company. The deconsolidation of the Oaktree
Operating Group entities whose interests were transferred in the
Restructuring was accounted for prospectively and did not require a
recast of the Company's historical financial information. On
October 1, 2019, the deconsolidation of entities whose interests
were transferred in the Restructuring resulted in decreases in
total assets of $1.7 billion, total liabilities of
$1.2 billion, and total unitholders capital of
$0.5 billion. Additionally, as a result of the Restructuring,
our consolidated results of operations for the three months ended
March 31, 2020 reflect the activities for Oaktree Capital I and OCM
Cayman, including their related funds and investment vehicles, and
do not include the activities for the remaining four Oaktree
Operating Group entities, including their related funds and
investment vehicles. As a result of the Restructuring, our
consolidated results of operations for the three months ended March
31, 2020 are not directly comparable to the three months ended
March 31, 2019, which included the activities of all six Oaktree
Operating Group entities.
These condensed consolidated financial statements should be read in
conjunction with the audited consolidated financial statements of
the Company for the year ended December 31, 2019 included in the
Company’s Annual Report on Form 10-K filed with the U.S. Securities
and Exchange Commission (“SEC”) on March 2, 2020.
Use of Estimates
The preparation of the condensed consolidated financial statements
in accordance with GAAP requires the Company to make estimates and
assumptions that affect the reported amounts of assets and
liabilities as of the date of the condensed consolidated financial
statements, as well as the reported amounts of income and expenses
during the period then ended. Actual results could differ from
these estimates.
Oaktree Capital Group, LLC
Notes to Condensed Consolidated Financial Statements (Unaudited) —
(Continued)
March 31, 2020
($ in thousands, except where noted)
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Accounting Policies of the Company
Consolidation
The Company consolidates entities in which it has a direct or
indirect controlling financial interest based on either a variable
interest model or voting interest model. A limited partnership or
similar entity is a variable interest entity (“VIE”) if the
unaffiliated limited partners do not have substantive kick-out or
participating rights. Most of the Oaktree funds are VIEs because
they have not granted unaffiliated limited partners substantive
kick-out or participating rights. The Company consolidates those
VIEs in which it is the primary beneficiary. An entity is deemed to
be the primary beneficiary if it holds a controlling financial
interest. A controlling financial interest is defined as (a) the
power to direct the activities of a VIE that most significantly
impact the entity’s economic performance and (b) the obligation to
absorb losses of the entity or the right to receive benefits from
the entity that could potentially be significant to the VIE. The
consolidation guidance requires an analysis to determine (a)
whether an entity in which the Company holds a variable interest is
a VIE and (b) whether the Company’s involvement, through holding
interests directly or indirectly in the entity or contractually
through other variable interests (e.g., management and
performance-based fees), would give it a controlling financial
interest. A decision maker’s fee arrangement is not considered a
variable interest if (a) it is compensation for services provided,
commensurate with the level of effort required to provide those
services, and part of a compensation arrangement that includes only
terms, conditions or amounts that are customarily present in
arrangements for similar services negotiated at arm’s length
(“at-market”), and (b) the decision maker does not hold any other
variable interests that absorb more than an insignificant amount of
the potential VIE’s expected residual returns.
The Company determines whether it is the primary beneficiary of a
VIE at the time it becomes involved with a VIE and reconsiders that
conclusion at each reporting date. In evaluating whether the
Company is the primary beneficiary, the Company evaluates its
economic interests in the entity held either directly by the
Company or indirectly through related parties. The consolidation
analysis can generally be performed qualitatively; however, if it
is not readily apparent that the Company is not the primary
beneficiary, a quantitative analysis may also be performed.
Investments and redemptions (either by the Company, affiliates of
the Company or third parties) or amendments to the governing
documents of the respective Oaktree funds could affect an entity’s
status as a VIE or the determination of the primary beneficiary.
The Company does not consolidate most of the Oaktree funds because
it is not the primary beneficiary of those funds due to the fact
that its fee arrangements are considered at-market and thus not
deemed to be variable interests, and it does not hold any other
interests in those funds that are considered to be more than
insignificant. Please see note 4 for more information regarding
both consolidated and unconsolidated VIEs. For entities that are
not VIEs, consolidation is evaluated through a majority voting
interest model.
“Consolidated funds” refers to Oaktree-managed funds and CLOs that
the Company is required to consolidate. When funds or CLOs are
consolidated, the Company reflects the assets, liabilities,
revenues, expenses and cash flows of the funds or CLOs on a gross
basis, and the majority of the economic interests in those funds or
CLOs, which are held by third-party investors, are reflected as
non-controlling interests in consolidated funds or debt obligations
of CLOs in the condensed consolidated financial statements. All of
the revenues earned by the Company as investment manager of the
consolidated funds are eliminated in consolidation. However,
because the eliminated amounts are earned from and funded by
third-party investors, the consolidation of a fund does not impact
net income or loss attributable to the Company.
Certain entities in which the Company has the ability to exert
significant influence, including unconsolidated Oaktree funds for
which the Company acts as general partner, are accounted for under
the equity method of accounting.
Oaktree Capital Group, LLC
Notes to Condensed Consolidated Financial Statements (Unaudited) —
(Continued)
March 31, 2020
($ in thousands, except where noted)
Non-controlling Redeemable Interests in Consolidated
Funds
The Company records non-controlling interests to reflect the
economic interests of the unaffiliated limited partners. These
interests are presented as non-controlling redeemable interests in
consolidated funds within the condensed consolidated statements of
financial condition, outside of the permanent capital section.
Limited partners in open-end and evergreen funds generally have the
right to withdraw their capital, subject to the terms of the
respective limited partnership agreements, over periods ranging
from one month to three years. While limited partners in
consolidated closed-end funds generally have not been granted
redemption rights, these limited partners do have withdrawal or
redemption rights in certain limited circumstances that are beyond
the control of the Company, such as instances in which retaining
the limited partnership interest could cause the limited partner to
violate a law, regulation or rule.
The allocation of net income or loss to non-controlling redeemable
interests in consolidated funds is based on the relative ownership
interests of the unaffiliated limited partners after the
consideration of contractual arrangements that govern allocations
of income or loss. At the consolidated level, potential incentives
are allocated to non-controlling redeemable interests in
consolidated funds until such incentives become allocable to the
Company under the substantive contractual terms of the limited
partnership agreements of the funds.
Non-controlling Interests in Consolidated Funds
Non-controlling interests in consolidated funds represent the
equity interests held by third-party investors in CLOs that had not
yet priced as of the respective period end. All non-controlling
interests in those CLOs are attributed a share of income or loss
arising from the respective CLO based on the relative ownership
interests of third-party investors after consideration of
contractual arrangements that govern allocations of income or loss.
Investors in those CLOs are generally unable to redeem their
interests until the respective CLO liquidates, is called or
otherwise terminates.
Non-controlling Interests in Consolidated Subsidiaries
Non-controlling interests in consolidated subsidiaries reflect the
portion of unitholders’ capital attributable to OCGH unitholders
(“OCGH non-controlling interest”) and third parties. All
non-controlling interests in consolidated subsidiaries are
attributed a share of income or loss in the respective consolidated
subsidiary based on the relative economic interests of the OCGH
unitholders or third parties after consideration of contractual
arrangements that govern allocations of income or loss. Please see
note 13 for more information.
Acquisitions
The Company accounts for
business combinations using the acquisition method of accounting,
which requires the use of estimates and judgment to measure the
fair value of identifiable tangible and intangible assets acquired,
liabilities assumed, and non-controlling interests in the acquiree
as of the acquisition date. Contingent consideration that is
determined to be part of the business combination is recognized at
fair value as of the acquisition date and is included in the
purchase price. Transaction costs are expensed as
incurred.
Transactions that do not meet the definition of a business are
accounted for as asset acquisitions. The cost of an asset
acquisition is allocated to the individual assets acquired and
liabilities assumed on a relative fair value basis. Transaction
costs are included in the cost of the acquisition and no goodwill
is recognized.
Goodwill and Intangibles
Goodwill represents the excess of cost over the fair value of
identifiable net assets of acquired businesses. Goodwill has an
indefinite useful life and is not amortized, but instead is tested
for impairment annually in the fourth quarter of each fiscal year,
or more frequently when events or circumstances indicate that
impairment may have occurred.
The Company’s acquired identifiable intangible assets primarily
relate to contractual rights to earn future management fees and
incentive income. Finite-lived intangible assets are amortized over
their estimated useful
Oaktree Capital Group, LLC
Notes to Condensed Consolidated Financial Statements (Unaudited) —
(Continued)
March 31, 2020
($ in thousands, except where noted)
lives, which range from
seven to 25 years, and are reviewed for impairment whenever
events or circumstances indicate that the carrying amount of the
asset may not be recoverable.
In connection with the Restructuring, the Company’s indirect
subsidiaries that held most of the goodwill and all of the acquired
intangibles were deconsolidated, and these assets are no longer
reflected on the statement of financial condition subsequent to
September 30, 2019.
Fair Value of Financial Instruments
GAAP establishes a hierarchical disclosure framework that
prioritizes the inputs used in measuring financial instruments at
fair value into three levels based on their market observability.
Market price observability is affected by a number of factors, such
as the type of instrument and the characteristics specific to the
instrument. Financial instruments with readily available quoted
prices from an active market or for which fair value can be
measured based on actively quoted prices generally will have a
higher degree of market price observability and a lesser degree of
judgment inherent in measuring fair value.
Financial assets and liabilities measured and reported at fair
value are classified as follows:
•Level
I – Quoted unadjusted prices for identical instruments in active
markets to which the Company has access at the date of
measurement. The types of investments in Level I include
exchange-traded equities, debt and derivatives with quoted
prices.
•Level
II – Quoted prices for similar instruments in active markets;
quoted prices for identical or similar instruments in markets that
are not active; and model-derived valuations in which all
significant inputs are directly or indirectly observable. Level II
inputs include interest rates, yield curves, volatilities,
prepayment risks, loss severities, credit risks and default rates.
The types of investments in Level II generally include corporate
bonds and loans, government and agency securities, less liquid and
restricted equity investments, over-the-counter traded derivatives,
debt obligations of consolidated CLOs, and other investments where
the fair value is based on observable inputs.
•Level
III – Valuations for which one or more significant inputs are
unobservable. These inputs reflect the Company’s assessment of the
assumptions that market participants use to value the investment
based on the best available information. Level III inputs include
prices of quoted securities in markets for which there are few
transactions, less public information exists or prices vary among
brokered market makers. The types of investments in Level III
include non-publicly traded equity, debt, real estate and
derivatives.
In some instances, the inputs used to value an instrument may fall
into multiple levels of the fair-value hierarchy. In such
instances, the instrument’s level within the fair-value hierarchy
is based on the lowest of the three levels (with Level III being
the lowest) that is significant to the fair-value measurement. The
Company’s assessment of the significance of an input requires
judgment and considers factors specific to the instrument.
Transfers of assets into or out of each fair value hierarchy level
as a result of changes in the observability of the inputs used in
measuring fair value are accounted for as of the beginning of the
reporting period. Transfers resulting from a specific event, such
as a reorganization or restructuring, are accounted for as of the
date of the event that caused the transfer.
In the absence of observable market prices, the Company values
Level III investments using valuation methodologies applied on a
consistent basis. The quarterly valuation process for Level III
investments begins with each portfolio company, property or
security being valued by the investment and/or valuation teams.
With the exception of open-end funds, all unquoted Level III
investment values are reviewed and approved by (i) the Company’s
valuation officer, who is independent of the investment teams, (ii)
a designated investment professional of each strategy and (iii) for
a substantial majority of unquoted Level III holdings as measured
by market value, a valuation committee of the respective strategy.
For open-end funds, unquoted Level III investment values are
reviewed and approved by the Company’s valuation officer. For
certain investments, the valuation process also includes a review
by independent valuation parties, at least annually, to determine
whether the fair values determined by management are reasonable.
Results of the valuation process are evaluated each quarter,
including an assessment of whether the underlying calculations
should be adjusted or recalibrated. In connection with
this
Oaktree Capital Group, LLC
Notes to Condensed Consolidated Financial Statements (Unaudited) —
(Continued)
March 31, 2020
($ in thousands, except where noted)
process, the Company periodically evaluates changes in fair-value
measurements for reasonableness, considering items such as industry
trends, general economic and market conditions, and factors
specific to the investment.
Certain assets are valued using prices obtained from pricing
vendors or brokers. The Company seeks to obtain prices from at
least two pricing vendors for the subject or similar securities. In
cases where vendor pricing is not reflective of fair value, a
secondary vendor is unavailable, or no vendor pricing is available,
a comparison value made up of quotes for the subject or similar
securities received from broker dealers may be used. These
investments may be classified as Level III because the quoted
prices may be indicative in nature for securities that
are in an inactive market, may be for similar securities, or may
require adjustment for investment-specific factors or restrictions.
The Company evaluates the prices obtained from brokers or pricing
vendors based on available market information, including trading
activity of the subject or similar securities, or by performing a
comparable security analysis to ensure that fair values are
reasonably estimated. The Company also performs back-testing of
valuation information obtained from pricing vendors and brokers
against actual prices received in transactions. In addition to
ongoing monitoring and back-testing, the Company performs due
diligence procedures surrounding pricing vendors to understand
their methodology and controls to support their use in the
valuation process.
Fair Value Option
The Company has elected the fair value option for certain corporate
investments that otherwise would not have reflected unrealized
gains and losses in current-period earnings. Such election is
irrevocable and is applied on an investment-by-investment basis at
initial recognition. Unrealized gains and losses resulting from
changes in fair value are reflected as a component of investment
income in the condensed consolidated statements of operations. The
Company’s accounting for these investments is similar to its
accounting for investments held by the consolidated funds at fair
value and the valuation methods are consistent with those used to
determine the fair value of the consolidated funds’
investments.
The Company has elected the fair value option for the financial
assets and financial liabilities of its consolidated CLOs. The
assets and liabilities of CLOs are primarily reflected within the
investments, at fair value and within the debt obligations of CLOs
line items in the condensed consolidated statements of financial
condition. The Company’s accounting for CLO assets is similar to
its accounting for its funds with respect to both carrying
investments held by CLOs at fair value and the valuation methods
used to determine the fair value of those investments. The fair
value of CLO liabilities are measured as the fair value of CLO
assets less the sum of (a) the fair value of any beneficial
interests held by the Company and (b) the carrying value of any
beneficial interests that represent compensation for services.
Realized gains or losses and changes in the fair value of CLO
assets, respectively, are included in net realized gain on
consolidated funds’ investments and net change in unrealized
appreciation (depreciation) on consolidated funds’ investments in
the condensed consolidated statements of operations. Interest
income of CLOs is included in interest and dividend income, and
interest expense and other expenses, respectively, are included in
interest expense and consolidated fund expenses in the condensed
consolidated statements of operations. Changes in the fair value of
a CLO’s financial liabilities in accordance with the CLO
measurement guidance are included in net change in unrealized
appreciation (depreciation) on consolidated funds’ investments in
the condensed consolidated statements of operations. Please see
notes 6 and 10 for more information.
Foreign Currency
The assets and liabilities of the Company’s foreign subsidiaries
with non-U.S. dollar functional currencies are translated at
exchange rates prevailing at the end of each reporting period. The
results of foreign operations are translated at the weighted
average exchange rate for each reporting period. Translation
adjustments are included in other comprehensive income (loss)
within the condensed consolidated statements of financial condition
until realized. Gains and losses resulting from foreign-currency
transactions are included in general and administrative
expense.
Oaktree Capital Group, LLC
Notes to Condensed Consolidated Financial Statements (Unaudited) —
(Continued)
March 31, 2020
($ in thousands, except where noted)
Derivatives and Hedging
A derivative is a financial instrument whose value is derived from
an underlying financial instrument or index, such as interest
rates, equity securities, currencies, commodities or credit
spreads. Derivatives include futures, forwards, swaps or option
contracts, and other financial instruments with similar
characteristics. Derivative contracts often involve future
commitments to exchange interest payment streams or currencies
based on a notional or contractual amount (e.g., interest-rate
swaps, foreign-currency forwards or cross-currency
swaps).
The Company enters into derivatives as part of its overall risk
management strategy or to facilitate its investment management
activities. The Company manages its exposure to interest rate and
foreign exchange market risks, when deemed appropriate, through the
use of derivatives, including foreign currency forward and option
contracts, interest-rate and cross currency swaps with financial
counterparties. Risks associated with fluctuations in interest
rates and foreign-currency exchange rates in the normal course of
business are addressed as part of the Company’s overall risk
management strategy that may result in the use of derivatives to
economically hedge or reduce these exposures. From time to time,
the Company may enter into (a) foreign-currency option and forward
contracts to reduce earnings and cash-flow volatility associated
with changes in foreign-currency exchange rates, and (b)
interest-rate swaps to manage all or a portion of the interest-rate
risk associated with its variable-rate borrowings. As a result of
the use of these or other derivative contracts, the Company is
exposed to the risk that counterparties will fail to fulfill their
contractual obligations. The Company attempts to mitigate this
counterparty risk by entering into derivative contracts only with
major financial institutions that have investment-grade credit
ratings. Counterparty credit risk is evaluated in determining the
fair value of derivatives.
The Company recognizes all derivatives as assets or liabilities in
its condensed consolidated statements of financial condition at
fair value. In connection with its derivative activities, the
Company generally enters into agreements subject to enforceable
master netting arrangements that allow the Company to offset
derivative assets and liabilities in the same currency by specific
derivative type or, in the event of default by the counterparty, to
offset derivative assets and liabilities with the same
counterparty. While these derivatives are eligible to be offset in
accordance with applicable accounting guidance, the Company has
elected to present derivative assets and liabilities based on gross
fair value in its condensed consolidated statements of financial
condition.
When the Company enters into a derivative contract, it may or may
not elect to designate the derivative as a hedging instrument and
apply hedge accounting as part of its overall risk management
strategy. In other situations, when a derivative does not qualify
for hedge accounting or when the derivative and the hedged item are
both recorded in current-period earnings and thus deemed to be
economic hedges, hedge accounting is not applied. Freestanding
derivatives are financial instruments that we enter into as part of
our overall risk management strategy but do not utilize hedge
accounting. These financial instruments may include
foreign-currency exchange contracts, interest-rate swaps and other
derivative contracts.
Derivatives that are designated as hedging instruments are
classified as either a hedge of (a) a recognized asset or liability
(“fair-value hedge”), (b) a forecasted transaction or of the
variability of cash flows to be received or paid related to a
recognized asset or liability (“cash-flow hedge”), or (c) a net
investment in a foreign operation. For a fair-value hedge, the
Company records changes in the fair value of the derivative and, to
the extent that it is highly effective, changes in the fair value
of the hedged asset or liability attributable to the hedged risk in
current-period earnings in the same caption in the condensed
consolidated statements of operations as the hedged item. Changes
in the fair value of a derivative that is highly effective and is
designated and qualifies as a cash-flow hedge, to the extent that
the hedge is effective, are recorded in other comprehensive income
(loss) until earnings are affected by the variability of cash flows
of the hedged transaction. Any hedge ineffectiveness is recorded in
current-period earnings. Changes in the fair value of derivatives
designated as hedging instruments that are caused by factors other
than changes in the risk being hedged are excluded from the
assessment of hedge effectiveness and recognized in current-period
earnings. For freestanding derivatives, changes in fair value are
recorded in current-period earnings.
The Company formally documents at inception the hedge relationship,
including identification of the hedging instrument and the hedged
item, as well as the risk management objectives, the strategy for
undertaking the hedge transaction, and the evaluation of
effectiveness of the hedged transaction. On a quarterly basis, the
Company formally assesses whether the derivative it designated in
each hedging relationship has been and is expected to
Oaktree Capital Group, LLC
Notes to Condensed Consolidated Financial Statements (Unaudited) —
(Continued)
March 31, 2020
($ in thousands, except where noted)
remain highly effective in offsetting changes in the estimated fair
value or cash flow of the hedged items. If it is determined that a
derivative is not highly effective at hedging the designated
exposure, hedge accounting is discontinued and the balance
remaining in other comprehensive income (loss) is released to
earnings.
Cash and Cash-equivalents
Cash and cash-equivalents include demand deposit accounts, money
market funds and short-term investments with maturities of three
months or less at the date of acquisition.
U.S. Treasury and Other Securities
U.S. Treasury and other securities include holdings of U.S.
Treasury bills, time deposit securities and commercial paper with
maturities greater than three months at the date of acquisition.
These securities are classified as available-for-sale and recorded
at fair value with changes in fair value included in other
comprehensive income (loss). Changes in fair value were not
material for all years presented.
Corporate Investments
Corporate investments consist of investments in funds and companies
in which the Company does not have a controlling financial
interest. Investments for which the Company is deemed to exert
significant influence are accounted for under the equity method of
accounting and reflect Oaktree’s ownership interest in each fund or
company. In the case of investments for which the Company is not
deemed to exert significant influence or control, the fair value
option of accounting has been elected. Investment income represents
the Company’s pro-rata share of income or loss from these funds or
companies, or the change in fair value of the investment, as
applicable. Oaktree’s general partnership interests are
substantially illiquid. While investments in funds reflect each
respective fund’s holdings at fair value, equity-method investments
in companies are not adjusted to reflect the fair value of the
underlying company. The fair value of the underlying investments in
Oaktree funds is based on the Company’s assessment, which takes
into account expected cash flows, earnings multiples and/or
comparisons to similar market transactions, among other factors.
Valuation adjustments reflecting consideration of credit quality,
concentration risk, sales restrictions and other liquidity factors
are integral to valuing these instruments.
Revenue Recognition
The Company earns management fees and incentive income from the
investment advisory services it provides to its customers. Revenue
is recognized when control of the promised services is transferred
to customers in an amount that reflects the consideration the
Company expects to receive in exchange for those services. The
Company typically enters into contracts with investment funds to
provide investment management and administrative services. These
services are generally capable of being distinct and each is
accounted for as separate performance obligations comprised of
distinct service periods because the services are performed over
time. The Company determined that for accounting purposes the
investment funds are generally considered to be the customers with
respect to commingled funds, while the individual investors are the
customers with respect to separate account and fund-of-one
vehicles. The Company receives management fees and/or incentive
income with respect to its investment management services, and it
is reimbursed by the funds for expenses incurred or paid on behalf
of the funds with respect to its investment advisory services and
its administrative services. The Company evaluates whether it is
the principal (i.e., report as management fees on a gross basis) or
agent (i.e., report as management fees on a net basis) with respect
to each performance obligation and associated reimbursement
arrangements. The Company has elected to apply the variable
consideration exemption for its fee arrangements with its
customers. Please see note 3 for more information on
revenues.
Management Fees
Management fees are recognized over the period in which the
investment management services are performed because customers
simultaneously consume and receive benefits that are satisfied over
time. The contractual terms of management fees generally vary by
fund structure. For most closed-end funds, the management fee rate
is applied against committed capital during the fund’s investment
period and the lesser of total funded capital or cost basis of
assets in the liquidation period. Certain closed-end funds pay
management fees during the investment period based on drawn capital
or cost basis. Additionally, for closed-end funds that
pay
Oaktree Capital Group, LLC
Notes to Condensed Consolidated Financial Statements (Unaudited) —
(Continued)
March 31, 2020
($ in thousands, except where noted)
management fees based on committed capital, the Company may elect
to delay the start of the fund’s investment period and thus its
full management fees, in which case it earns management fees based
on drawn capital, and in certain cases outstanding borrowings under
a fund-level credit facility made in lieu of drawing capital, until
the Company elects to start the fund’s investment period. The
Company’s right to receive management fees typically ends after 10
or 11 years from either the initial closing date or the start of
the investment period, even if assets remain in the fund. In the
case of CLOs, the management fee is based on the aggregate par
value of collateral assets and principal cash, as defined in the
applicable CLO indentures, and a portion of the management fees is
dependent on the sufficiency of the particular vehicle’s cash flow.
For open-end and evergreen funds, the management fee is generally
based on the NAV of the fund. For the BDCs, the management fee is
based on gross assets (including assets acquired with leverage),
net of cash. In the case of certain open-end fund accounts, the
Company has the potential to earn performance-based fees, typically
in reference to a relevant benchmark index or hurdle rate, which
are classified as management fees. The Company also earns quarterly
incentive fees on the investment income from certain evergreen
funds, such as the BDCs and other fund accounts, which are
generally recurring in nature and reflected as management
fees.
The ultimate amount of management fees that will be earned over the
life of the contract is subject to a large number and broad range
of possible outcomes due to market volatility and other factors
outside of the Company’s control. As a result, the amount of
revenue earned in any given period is generally determined at the
end of each reporting period and relates to services performed
during that period. This amount relates to the gross-up of
reimbursable costs incurred on behalf of Oaktree funds in which the
Company has determined it is the principal. Such costs are
presented in compensation and benefits and general and
administrative expenses.
Subsequent to the Restructuring, our management fees consist
primarily of fees earned from funds managed by OCM Cayman and
sub-advisory fees for services provided to OCM. Our revenue
recognition for sub-advisory fees is substantially similar to
revenue recognition for management fees.
Incentive Income
Incentive income generally represents 20% of each closed-end fund’s
profits, subject to the return of contributed capital and a
preferred return of typically 8% per annum, and up to 20% of
certain evergreen fund’s annual profits, subject to high-water
marks or hurdle rates. Incentive income is recognized when it is
probable that a significant reversal will not occur. Revenue
recognition is typically met (a) for closed-end funds, only after
all contributed capital and the preferred return on that capital
have been distributed to the fund’s investors, and (b) for certain
evergreen funds, at the conclusion of each annual measurement
period. Potential incentive income is highly susceptible to market
volatility, the judgment and actions of third parties, and other
factors outside of the Company’s control. The Company’s experience
has demonstrated little predictive value in the amount of potential
incentive income ultimately earned due to the highly uncertain
nature of returns inherent in the markets and contingencies
associated with many realization events. As a result, the amount of
incentive income recognized in any given period is generally
determined after giving consideration to a number of factors,
including whether the fund is in its investment or liquidation
period, and the nature and level of risk associated with changes in
fair value of the remaining assets in the fund. In general, it
would be unlikely that any amount of potential incentive income
would be recognized until (a) the uncertainty is resolved or (b)
the fund is near final liquidation, assets are under contract for
sale or are of low risk of significant fluctuation in fair value,
and the assets are significantly in excess of the threshold at
which incentive income would be earned.
Incentives received by the Company before the revenue recognition
criteria have been met are deferred and recorded as a deferred
incentive income liability within accounts payable, accrued
expenses and other liabilities in the condensed consolidated
statements of financial condition. The Company may receive tax
distributions related to taxable income allocated by funds, which
are treated as an advance of incentive income and subject to the
same recognition criteria. Tax distributions are contractually not
subject to clawback.
Oaktree Capital Group, LLC
Notes to Condensed Consolidated Financial Statements (Unaudited) —
(Continued)
March 31, 2020
($ in thousands, except where noted)
Total Compensation and Benefits
Compensation and Benefits
Compensation and benefits expense reflects all compensation-related
items not directly related to incentive income, investment income
or equity-based compensation, and includes salaries, bonuses,
compensation based on management fees or a definition of profits,
employee benefits, payroll taxes and phantom equity awards. Bonuses
are generally accrued over the related service period. Phantom
equity awards represent liability-classified awards subject to
vesting and remeasurement at the end of each reporting period.
Prior to the Merger, the remeasurement was based on changes in the
Company’s Class A unit trading price. After the Merger, the
remeasurement is based on changes in the value of Converted OCGH
Units or other OCGH units, as applicable. Subsequent to the
Restructuring, our consolidated operating results include
compensation and benefits expense primarily related to employees of
OCM Cayman.
Equity-based Compensation
Equity-based compensation expense reflects the non-cash charge
associated with grants of Class A units, OCGH units, OCGH equity
value units (“EVUs”), deferred equity units and other
performance-based units, and is calculated based on the grant-date
fair value of the unit award. A contemporaneous valuation report is
utilized in determining fair value at the date of grant for OCGH
unit awards. Prior to the Merger, each valuation report was based
on the market price of the Class A units as well as other pertinent
factors. A discount was then applied to the Class A unit market
price to reflect the lack of marketability for equity-classified
awards, if applicable. The determination of an appropriate discount
for lack of marketability was based on a review of discounts on the
sale of restricted shares of publicly-traded companies and
multi-period put-based quantitative methods. Factors that
influenced the size of the discount for lack of marketability
applicable to OCGH units included (a) the estimated time it would
take for an OCGH unitholder to exchange units into Class A units,
(b) the volatility of the Company’s business and (c) thin trading
of the Class A units. Each of these factors is subject to
significant judgment. After the Merger, OCGH unit grants are valued
based on a formula as described in note 15 under “Restated Exchange
Agreement—Valuation” and reflect a discount for lack of
marketability due to the post-vesting restrictions described in
note 15. Factors that influence the formula-based valuation include
the estimated time it would take for an OCGH unitholder to exchange
units for value pursuant to the Restated Exchange Agreement and
estimates of the Company’s future results, which are inputs to the
valuation formula. Each of these factors is subject to significant
judgment.
Equity-based awards that do not require future service (i.e.,
awards vested at grant) are expensed immediately. Equity-based
awards that require future service are expensed on a straight-line
basis over the requisite service period. Cash-settled equity-based
awards are classified as liabilities and are remeasured at the end
of each reporting period.
With respect to forfeitures, the Company made an accounting policy
election to account for forfeitures when they occur in connection
with accounting guidance adopted in the first quarter of 2017 on a
modified retrospective basis. Accordingly, no forfeitures have been
assumed in the calculation of compensation expense.
Incentive Income Compensation
Incentive income compensation expense primarily reflects
compensation directly related to incentive income, which generally
consists of percentage interests (sometimes referred to as
“points”) that the Company grants to its investment professionals
associated with the particular fund that generated the incentive
income, and secondarily, compensation directly related to
investment income. The Company has an obligation to pay a fixed
percentage of the incentive income earned from a particular fund,
including income from consolidated funds that is eliminated in
consolidation, to specified investment professionals responsible
for the management of the fund. Amounts payable pursuant to these
arrangements are recorded as compensation expense when they have
become probable and reasonably estimable. The Company’s
determination of the point at which it becomes probable and
reasonably estimable that incentive income compensation expense
should be recorded is based on its assessment of numerous factors,
particularly those related to the profitability, realizations,
distribution status, investment profile and commitments or
contingencies of the individual funds that may give rise to
incentive income. Incentive income
Oaktree Capital Group, LLC
Notes to Condensed Consolidated Financial Statements (Unaudited) —
(Continued)
March 31, 2020
($ in thousands, except where noted)
compensation is generally expensed in the period in which the
underlying income is recognized. Payment of incentive income
compensation generally occurs in the same period the related income
is received or in the next period. Participation in incentive
income generated by the funds is subject to forfeiture upon
departure and to vesting provisions (generally over a period of
five years), in each case, under certain circumstances set forth in
the applicable governing documents. These provisions are generally
only applicable to incentive income compensation that has not yet
been recognized as an expense by the Company or paid to the
participant.
Depreciation and Amortization
Depreciation and amortization expense includes costs associated
with the purchase of furniture and equipment, capitalized software,
office leasehold improvements, corporate aircraft and acquired
intangibles. Furniture and equipment and capitalized software costs
are depreciated using the straight-line method over the estimated
useful life of the asset, generally
three to five years beginning in the first full month after
the asset is placed in service. Leasehold improvements are
amortized using the straight-line method over the shorter of the
respective estimated useful life or the lease term. Corporate
aircraft are depreciated using the straight-line method over their
estimated useful life. Acquired intangibles primarily relate to
contractual rights and are amortized over their estimated useful
lives on a straight-line basis, which range from
seven to 25 years.
In connection with the Restructuring, the Company's indirect
subsidiaries that held the acquired intangibles and corporate
aircraft were deconsolidated, and these assets are no longer
reflected on the statement of financial condition after September
30, 2019.
Other Income (Expense), Net
Other income (expense), net represents non-operating income or
expense items.
Income Taxes
The Company is a publicly traded partnership. Because it satisfies
the qualifying income test, it is not required to be treated as a
corporation for U.S. federal and state income tax purposes; rather
it is taxed as a partnership. The Company currently holds interests
in Oaktree Capital I, L.P. (a non-corporate entity that is not
subject to U.S. federal corporate income tax) and Oaktree Capital
Management (Cayman), L.P. (which holds subsidiaries that are
taxable in non-U.S. jurisdictions).
Prior to the Restructuring on October 1, 2019, Oaktree Holdings,
Inc. and Oaktree AIF Holdings, Inc., which were two of the
Company’s Intermediate Holding Companies and wholly-owned corporate
subsidiaries, were subject to U.S. federal and state income taxes.
The remainder of the Company’s income was generally not subject to
U.S. corporate-level taxation.
Upon the Restructuring, Oaktree Holdings, Inc. and Oaktree AIF
Holdings, Inc. merged with and into newly formed, indirect
subsidiaries of Brookfield, with those subsidiaries surviving the
mergers. As a result, as of October 1, 2019, Oaktree Holdings, Inc.
and Oaktree AIF Holdings, Inc. ceased to exist and the Company no
longer includes on our financial statements economic interests in
Oaktree Capital II, Oaktree Investment Holdings, OCM, and Oaktree
AIF. All deferred tax balances related to these entities were
deconsolidated as part of the Restructuring effective October 1,
2019.
Income taxes are accounted for using the liability method of
accounting. Under this method, deferred tax assets and liabilities
are recognized for the expected future tax consequences of
differences between the carrying amount of assets and liabilities
and their respective tax bases, using currently enacted tax rates.
The effect on deferred tax assets and liabilities of a change in
tax rates is recognized in income in the period when the change is
enacted. Deferred tax assets would be reduced by a valuation
allowance if it becomes more likely than not that some portion or
all of the deferred tax assets will not be realized.
The Company analyzes its tax filing positions for all open tax
years in all of the U.S. federal, state, local and foreign tax
jurisdictions where it is required to file income tax returns. If
the Company determines that uncertainties in tax positions exist, a
reserve is established. The Company recognizes accrued interest and
penalties related to uncertain tax positions within income tax
expense in the condensed consolidated statements of
operations.
Oaktree Capital Group, LLC
Notes to Condensed Consolidated Financial Statements (Unaudited) —
(Continued)
March 31, 2020
($ in thousands, except where noted)
Tax laws are complex and subject to different interpretations by
the taxpayer and respective governmental taxing authorities.
Significant judgment is required in determining tax expense and in
evaluating tax positions, including evaluating uncertainties. The
Company reviews its tax positions quarterly and adjusts its tax
balances as new information becomes available.
The Oaktree 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 condensed consolidated financial
statements because individual partners are responsible for their
proportionate share of the taxable income.
Comprehensive Income (Loss)
Comprehensive income (loss) consists of net income (loss) and other
gains and losses affecting unitholders’ capital that are excluded
from net income (loss). Other gains and losses result from
foreign-currency translation adjustments, net of tax, and
unrealized gains and losses on cash-flow hedges.
Accounting Policies of Consolidated Funds
Investment Transactions and Income Recognition
The consolidated funds record investment transactions at cost on
trade date for publicly-traded securities or when they have an
enforceable right to acquire the security, which is generally on
the closing date if not publicly traded. Realized gains and losses
on investments are recorded on a specific-identification basis. The
consolidated funds record dividend income on the ex-dividend date
and interest income on an accrual basis, unless the related
investment is in default or if collection of the income is
otherwise considered doubtful. The consolidated funds may hold
investments that provide for interest payable in-kind rather than
in cash, in which case the related income is recorded at its
estimated net realizable amount.
Income Taxes
The consolidated funds may invest in operating entities that are
treated as partnerships for U.S. federal income tax purposes which
may give rise to unrelated business taxable income or income
effectively connected with a U.S. trade or business. In such
situations, the consolidated funds permit certain investors to
elect to participate in these investments through a “blocker
structure” using entities that are treated as corporations for U.S.
federal income tax purposes and are generally subject to U.S.
federal, state and local taxes. The consolidated funds withhold
blocker expenses and tax payments from electing limited partners,
which are treated as deemed distributions to such limited partners
pursuant to the terms of the respective limited partnership
agreement.
Foreign Currency
Investments denominated in non-U.S. currencies are recorded in the
condensed consolidated financial statements after translation into
U.S. dollars utilizing rates of exchange on the last business day
of the period. Interest and dividend income is recorded net of
foreign withholding taxes and calculated using the exchange rate in
effect when the income is recognized. The effect of changes in
exchange rates on assets and liabilities, income, and realized
gains or losses is included as part of net realized gain (loss) on
consolidated funds’ investments and net change in unrealized
appreciation (depreciation) on consolidated funds’ investments in
the condensed consolidated statements of operations.
Cash and Cash-equivalents
Cash and cash-equivalents held at the consolidated funds represent
cash that, although not legally restricted, is not available to
support the general liquidity needs of the Company as the use of
such amounts is generally limited to the investment activities of
the consolidated funds. Cash-equivalents, a Level I valuation,
include highly liquid investments such as money market funds, whose
carrying value approximates fair value due to its short-term
nature.
Oaktree Capital Group, LLC
Notes to Condensed Consolidated Financial Statements (Unaudited) —
(Continued)
March 31, 2020
($ in thousands, except where noted)
Receivable for Investments Sold
Receivables for investments sold by the consolidated funds are
recorded at net realizable value. Changes in net realizable value
are reflected within net change in unrealized appreciation
(depreciation) on consolidated funds’ investments and realizations
are reflected within net realized gain on consolidated funds’
investments in the condensed consolidated statements of
operations.
Investments, at Fair Value
The consolidated funds include investment limited partnerships and
CLOs that reflect their investments, including majority-owned and
controlled investments, at fair value. The Company has retained the
specialized investment company accounting guidance for investment
limited partnerships with respect to consolidated investments and
has elected the fair value option for the financial assets of CLOs.
Thus, the consolidated investments are reflected in the condensed
consolidated statements of financial condition at fair value, with
unrealized gains and losses resulting from changes in fair value
reflected as a component of net change in unrealized appreciation
(depreciation) on consolidated funds’ investments in the condensed
consolidated statements of operations. Fair value 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 (i.e., the exit price).
Non-publicly traded debt and equity securities and other securities
or instruments for which reliable market quotations are not
available are valued by management using valuation methodologies
applied on a consistent basis. These securities may initially be
valued at the acquisition price as the best indicator of fair
value. The Company reviews the significant unobservable inputs,
valuations of comparable investments and other similar transactions
for investments valued at acquisition price to determine whether
another valuation methodology should be utilized. Subsequent
valuations will depend on the facts and circumstances known as of
the valuation date and the application of valuation methodologies
as further described below under “—Non-publicly Traded Equity and
Real Estate Investments.” The fair value may also be based on a
pending transaction expected to close after the valuation
date.
Exchange-traded Investments
Securities listed on one or more national securities exchanges are
valued at their last reported sales price on the date of valuation.
If no sale occurred on the valuation date, the security is valued
at the mean of the last “bid” and “ask” prices on the valuation
date. Securities that are not readily marketable due to legal
restrictions that may limit or restrict transferability are
generally valued at a discount from quoted market prices. The
discount would reflect the amount market participants would require
due to the risk relating to the inability to access a public market
for the security for the specified period and would vary depending
on the nature and duration of the restriction and the perceived
risk and volatility of the underlying securities. Securities with
longer duration restrictions or higher volatility are generally
valued at a higher discount. Such discounts are generally estimated
based on put option models or an analysis of market studies.
Instances where the Company has applied discounts to quoted prices
of restricted listed securities have been infrequent. The impact of
such discounts is not material to the Company’s condensed
consolidated statements of financial condition and results of
operations for all periods presented.
Credit-oriented Investments (including Real Estate Loan
Portfolios)
Investments in corporate and government debt which are not listed
or admitted to trading on any securities exchange are valued at the
mean of the last bid and ask prices on the valuation date based on
quotations supplied by recognized quotation services or by
reputable broker-dealers.
The market-yield approach is considered in the valuation of
non-publicly traded debt securities, utilizing expected future cash
flows and discounted using estimated current market rates.
Discounted cash-flow calculations may be adjusted to reflect
current market conditions and/or the perceived credit risk of the
borrower. Consideration is also given to a borrower’s ability to
meet principal and interest obligations; this may include an
evaluation of collateral and/or the underlying value of the
borrower utilizing techniques described below under “—Non-publicly
Traded Equity and Real Estate Investments.”
Oaktree Capital Group, LLC
Notes to Condensed Consolidated Financial Statements (Unaudited) —
(Continued)
March 31, 2020
($ in thousands, except where noted)
Non-publicly Traded Equity and Real Estate Investments
The fair value of equity and real estate investments is determined
using a cost, market or income approach. The cost approach is based
on the current cost of reproducing a real estate investment less
deterioration and functional and economic obsolescence. The market
approach utilizes valuations of comparable public companies and
transactions, and generally seeks to establish the enterprise value
of the portfolio company or investment property using a
market-multiple methodology. This approach takes into account the
financial measure (such as EBITDA, adjusted EBITDA, free cash flow,
net operating income, net income, book value or net asset value)
believed to be most relevant for the given company or investment
property. Consideration also may be given to factors such as
acquisition price of the security or investment property,
historical and projected operational and financial results for the
portfolio company, the strengths and weaknesses of the portfolio
company or investment property relative to its comparable companies
or properties, industry trends, general economic and market
conditions, and others deemed relevant. The income approach is
typically a discounted cash-flow method that incorporates expected
timing and level of cash flows. It incorporates assumptions in
determining growth rates, income and expense projections, discount
and capitalization rates, capital structure, terminal values, and
other factors. The applicability and weight assigned to market and
income approaches are determined based on the availability of
reliable projections and comparable companies and
transactions.
The valuation of securities may be impacted by expectations of
investors’ receptiveness to a public offering of the securities,
the size of the holding of the securities and any associated
control, information with respect to transactions or offers for the
securities (including the transaction pursuant to which the
investment was made and the elapsed time from the date of the
investment to the valuation date), and applicable restrictions on
the transferability of the securities.
These valuation methodologies involve a significant degree of
management judgment. Accordingly, valuations by the Company do not
necessarily represent the amounts that eventually may be realized
from sales or other dispositions of investments. Fair values may
differ from the values that would have been used had a ready market
for the investment existed, and the differences could be material
to the condensed consolidated financial statements.
Securities Sold Short
Securities sold short represent obligations of the consolidated
funds to make a future delivery of a specific security and,
correspondingly, create an obligation to purchase the security at
prevailing market prices (or deliver the security, if owned by the
consolidated funds) as of the delivery date. As a result, these
short sales create the risk that the funds’ obligations to satisfy
the delivery requirement may exceed the amount recorded in the
accompanying condensed consolidated statements of financial
condition.
Securities sold short are recorded at fair value, with the
resulting change in value reflected as a component of net change in
unrealized appreciation (depreciation) on consolidated funds’
investments in the condensed consolidated statements of operations.
When the securities are delivered, any gain or loss is included in
net realized gain on consolidated funds’ investments. The funds
maintain cash deposits with prime brokers in order to cover their
obligations on short sales. These amounts are included in due from
brokers in the condensed consolidated statements of financial
condition.
Options
The purchase price of a call option or a put option is recorded as
an investment, which is carried at fair value. If a purchased
option expires, a loss in the amount of the cost of the option is
realized. When there is a closing sale transaction, a gain or loss
is realized if the proceeds are greater or less than, respectively,
the cost of the option. When a call option is exercised, the cost
of the security purchased upon exercise is increased by the premium
originally paid.
When a consolidated fund writes an option, the premium received is
recorded as a liability and is subsequently adjusted to the current
fair value of the option written. If a written option expires, a
gain is realized in the amount of the premium received. The
difference between the premium and the amount paid on effecting a
closing purchase transaction, including brokerage commissions, is
also treated as a realized gain or loss. The writer
Oaktree Capital Group, LLC
Notes to Condensed Consolidated Financial Statements (Unaudited) —
(Continued)
March 31, 2020
($ in thousands, except where noted)
of an option bears the market risk of an unfavorable change in the
price of the security underlying the written option. Options
written are included in accounts payable, accrued expenses and
other liabilities in the condensed consolidated statements of
financial condition.
Total-return Swaps
A total-return swap is an agreement to exchange cash flows based on
an underlying asset. Pursuant to these agreements, a fund may
deposit collateral with the counterparty and may pay a swap fee
equal to a fixed percentage of the value of the underlying security
(notional amount). A fund earns interest on cash collateral held on
account with the counterparty and may be required to deposit
additional collateral equal to the unrealized appreciation or
depreciation on the underlying asset. Changes in the value of the
swaps, which are recorded as unrealized gains or losses, are based
on changes in the underlying value of the security. All amounts
exchanged with the swap counterparty representing capital
appreciation or depreciation, dividend income and expense, items of
interest income on short proceeds, borrowing costs on short sales,
and commissions are recorded as realized gains or losses. Dividend
income and expense on the underlying assets are accrued as
unrealized gains or losses on the ex-date.
Due From Brokers
Due from brokers represents cash owned by the consolidated funds
and cash collateral on deposit with brokers and counterparties that
are used as collateral for the consolidated funds’ securities and
swaps.
Risks and Uncertainties
Certain consolidated funds invest primarily in the securities of
entities that are undergoing, or are considered likely to undergo,
reorganization, debt restructuring, liquidation or other
extraordinary transactions. Investments in such entities are
considered speculative and involve substantial risk of principal
loss. Certain of the consolidated funds’ investments may also
consist of securities that are thinly traded, securities and other
assets for which no market exists, and securities which are
restricted as to their transferability. Additionally, investments
are subject to concentration and industry risks, reflecting
numerous factors, including political, regulatory or economic
issues that could cause the investments and their markets to be
relatively illiquid and their prices relatively volatile.
Investments denominated in non-U.S. currencies or involving
non-U.S. domiciled entities are subject to risks and special
considerations not typically associated with U.S. investments. Such
risks may include, but are not limited to, investment and
repatriation restrictions; currency exchange-rate fluctuations;
adverse political, social and economic developments; less
liquidity; smaller capital markets; and certain local tax law
considerations.
Credit risk is the potential loss that may be incurred from the
failure of a counterparty or an issuer to make payments according
to the terms of a contract. Some consolidated funds are subject to
additional credit risk due to strategies of investing in debt of
financially distressed issuers or derivatives, as well as
involvement in privately-negotiated structured notes and
structured-credit transactions. Counterparties include custodian
banks, major brokerage houses and their affiliates. The Company
monitors the creditworthiness of the financial institutions with
which it conducts business.
Bank debt has exposure to certain types of risk, including interest
rate, market, and the potential non-payment of principal and
interest as a result of default or bankruptcy of the issuer. Loans
are generally subject to prepayment risk, which will affect the
maturity of such loans. The consolidated funds may enter into bank
debt participation agreements through contractual relationships
with a third-party intermediary, causing the consolidated funds to
assume the credit risk of both the borrower and the
intermediary.
Certain consolidated funds may invest in real property and real
estate-related investments, including commercial mortgage-backed
securities (“CMBS”) and real estate loans, that entail substantial
inherent risks. There can be no assurance that such investments
will increase in value or that significant losses will not be
incurred. CMBS are subject to a number of risks, including credit,
interest rate, prepayment and market. These risks can be affected
by a number of factors, including general economic conditions,
particularly those in the area where the related mortgaged
properties are located, the level of the borrowers’ equity in the
mortgaged properties, and the relative timing and rate of
delinquencies and prepayments of mortgage loans bearing a higher
rate of interest. Real estate loans include residential or
commercial loans that are non-performing at the time of their
acquisition or that
Oaktree Capital Group, LLC
Notes to Condensed Consolidated Financial Statements (Unaudited) —
(Continued)
March 31, 2020
($ in thousands, except where noted)
become non-performing following their acquisition. Non-performing
real estate loans may require a substantial amount of workout
negotiations or restructuring, which may entail, among other
things, a substantial reduction in the interest rate and/or
write-down of the principal balance. Moreover, foreclosure on
collateral securing one or more real estate loans held by the
consolidated funds may be necessary, which may be lengthy and
expensive. Residential loans are typically subject to risks
associated with the value of the underlying properties, which may
be affected by a number of factors including general economic
conditions, mortgage qualification standards, local market
conditions such as employment levels, the supply of homes, and the
safety, convenience and attractiveness of the properties and
neighborhoods. Commercial loans are typically subject to risks
associated with the ability of the borrower to repay, which may be
impacted by general economic conditions, as well as
borrower-specific factors including the quality of management, the
ability to generate sufficient income to make scheduled principal
and interest payments, or the ability to obtain alternative
financing to repay the loan.
Certain consolidated funds hold over-the-counter derivatives that
may allow counterparties to terminate derivative contracts prior to
maturity under certain circumstances, thereby resulting in an
accelerated payment of any net liability owed to the
counterparty.
Recent Accounting Developments
In August 2018, the Financial Accounting Standards Board (“FASB”)
issued guidance that changes the fair value measurement disclosure
requirements. The amendments remove or modify certain disclosures,
while adding others. The guidance was effective for the Company in
the first quarter of 2020. The Company adopted this guidance and it
did not have a material impact on the condensed consolidated
financial statements.
In January 2017, the FASB issued guidance to simplify the
accounting for goodwill impairments by eliminating step 2 of the
goodwill impairment test. This step currently requires an entity to
perform a hypothetical purchase price allocation to derive the
implied fair value of goodwill. Under the new guidance, an
impairment loss is recognized if the carrying value of a reporting
unit exceeds its fair value. The impairment loss would equal the
amount of that excess, limited to the total amount of goodwill. All
other goodwill impairment guidance remains largely unchanged.
Entities will continue to have the option to perform a qualitative
assessment to determine if a quantitative impairment test is
necessary. The guidance was effective for the Company in the first
quarter of 2020 on a prospective basis. The Company adopted this
guidance and it did not have a material impact on the condensed
consolidated financial statements.
In June 2016, the FASB issued guidance that significantly changes
how entities will measure credit losses for most financial assets
and certain other instruments that are not measured at fair value
through net income. The revised credit loss guidance will replace
the existing “incurred loss” model with an “expected loss” model
for instruments measured at amortized cost, and require entities to
record allowances for available-for-sale debt securities rather
than reduce the carrying amount, as is required with the current
other-than-temporary impairment credit loss model. It also
simplifies the accounting model for purchased credit-impaired debt
securities and loans. The Company reviewed its condensed
consolidated financial statements and determined that the amounts
in scope were primarily related to short term receivables from
Oaktree funds. The guidance was effective for the Company in the
first quarter of 2020 and was adopted through a cumulative-effect
adjustment to retained earnings as of January 1, 2020. The adoption
of this guidance in the first quarter of 2020 did not have a
material impact on the Company’s condensed consolidated financial
statements. Upon adoption the Company recorded a cumulative-effect
adjustment to retained earnings of $0.4 million in its
condensed consolidated financial statements.
Oaktree Capital Group, LLC
Notes to Condensed Consolidated Financial Statements (Unaudited) —
(Continued)
March 31, 2020
($ in thousands, except where noted)
3. REVENUES
The Company provides investment management services through funds
and separate accounts. The Company earns revenues from the
management fees and incentive income generated by the funds that it
manages. Additionally, for acting as a sub-investment manager, or
sub-advisor, to certain Oaktree funds, the Company earns
sub-advisory fees. Under certain subsidiary services agreements the
Company provides certain investment and marketing related services
to Oaktree affiliated entities. As a result of the Restructuring,
which was effective October 1, 2019, sub-advisory fees are no
longer eliminated in the consolidated operating results of the
Company while management fees earned by OCM are no longer included
in the Company's consolidated operating results.
Revenues are affected by economic factors related to the asset
class composition of the holdings and the contractual terms such as
the basis for calculating the management fees and investors’
ability to redeem. For the three months ended March 31, 2020 and
2019, the Company recognized incentive income of $2.4 million
and $96.5 million, respectively, substantially all of which
related to closed-end funds. Management fees separated by fund
structure and sub-advisory fees are set forth below.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three months ended March 31, |
|
|
|
|
|
|
|
2020 |
|
2019 |
|
|
|
|
Management Fees |
|
|
|
|
|
|
|
Closed-end |
$ |
316 |
|
|
$ |
109,375 |
|
|
|
|
|
Open-end |
1,820 |
|
|
31,541 |
|
|
|
|
|
Evergreen |
— |
|
|
29,018 |
|
|
|
|
|
Sub-advisory fees |
39,388 |
|
|
— |
|
|
|
|
|
Total |
$ |
41,524 |
|
|
$ |
169,934 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Contract Balances
The Company receives management fees monthly or quarterly in
accordance with its contracts with customers. Incentive income is
received when the fund makes a distribution. Contract assets relate
to the Company’s conditional right to receive payment for its
performance completed under the contract. Receivables are recorded
when the right to consideration becomes unconditional (i.e., only
requires the passage of time). Contract liabilities (i.e., deferred
revenues) relate to payments received in advance of performance
under the contract. Contract liabilities are recognized as revenues
when the Company provides investment management
services.
The table below sets forth contract balances for the periods
indicated:
|
|
|
|
|
|
|
|
|
|
|
|
|
As of |
|
|
|
March 31, 2020 |
|
December 31, 2019 |
|
|
|
|
Receivables |
$ |
28,107 |
|
|
$ |
65,346 |
|
Contract assets
(1)
|
11,297 |
|
|
73,907 |
|
|
|
|
|
(1) The changes in the balances primarily related to accruals,
net of payments received.
Oaktree Capital Group, LLC
Notes to Condensed Consolidated Financial Statements (Unaudited) —
(Continued)
March 31, 2020
($ in thousands, except where noted)
4. VARIABLE INTEREST ENTITIES
The Company consolidates VIEs for which it is the primary
beneficiary. VIEs include funds managed by Oaktree and CLOs for
which Oaktree acts as collateral manager. The purpose of these VIEs
is to provide investment opportunities for investors in exchange
for management fees and, in certain cases, performance-based fees.
While the investment strategies of the funds and CLOs differ by
product, in general the fundamental risks of the funds and CLOs
have similar characteristics, including loss of invested capital
and reduction or absence of management and performance-based fees.
As general partner or collateral manager, respectively, Oaktree
generally considers itself the sponsor of the applicable fund or
CLO. The Company does not provide performance guarantees and, other
than capital commitments, has no financial obligation to provide
funding to VIEs.
Consolidated VIEs
As of March 31, 2020, the Company consolidated 21 VIEs for which it
was the primary beneficiary, including 9 funds managed by Oaktree,
12 CLOs for which Oaktree serves as collateral manager. Two of the
consolidated funds, Oaktree Enhanced Income Retention Holdings III,
LLC and Oaktree CLO RR Holder, LLC, were formed to satisfy risk
retention requirements under Section 15G of the Exchange Act. As of
December 31, 2019, the Company consolidated 22
VIEs.
As of March 31, 2020, the assets and liabilities of the 21
consolidated VIEs representing funds and CLOs amounted to $7.0
billion and $5.9 billion, respectively. The assets of these
consolidated VIEs primarily consisted of investments in debt and
equity securities, while their liabilities primarily represented
debt obligations issued by CLOs. The assets of these VIEs may be
used only to settle obligations of the same VIE. In addition, there
is no recourse to the Company for the VIEs’ liabilities. In
exchange for managing either the funds’ or CLOs’ collateral, the
Company typically earns management fees and may earn performance
fees, all of which are eliminated in consolidation. As of March 31,
2020, the Company’s investments in consolidated VIEs had a carrying
value of $471.6 million, which represented its maximum risk of
loss as of that date. The Company’s investments in CLOs are
generally subordinated to other interests in the CLOs and entitle
the Company to receive a pro-rata portion of the residual cash
flows, if any, from the CLOs. Please see note 10 for more
information on CLO debt obligations.
Unconsolidated VIEs
The Company holds variable interests in certain VIEs in the form of
direct equity interests that are not consolidated because it is not
the primary beneficiary, inasmuch as its fee arrangements are
considered at-market and it does not hold interests in those
entities that are considered more than insignificant.
The carrying value of the Company’s investments in VIEs that were
not consolidated are shown below.
|
|
|
|
|
|
|
|
|
|
|
|
|
Carrying Value as of |
|
|
|
March 31, 2020 |
|
December 31, 2019 |
|
|
|
|
Corporate investments |
$ |
611,210 |
|
|
$ |
693,090 |
|
Due from affiliates |
4,840 |
|
|
87,524 |
|
Maximum exposure to loss |
$ |
616,050 |
|
|
$ |
780,614 |
|
Oaktree Capital Group, LLC
Notes to Condensed Consolidated Financial Statements (Unaudited) —
(Continued)
March 31, 2020
($ in thousands, except where noted)
5. INVESTMENTS
Corporate Investments
Corporate investments consist of investments in funds and companies
in which the Company does not have a controlling financial
interest. Investments for which the Company is deemed to exert
significant influence are accounted for under the equity method of
accounting and reflect the Company’s ownership interest in each
fund or company. In the case of investments for which the Company
is not deemed to exert significant influence or control, the fair
value option of accounting has been elected. Investment income
represents the Company’s pro-rata share of income or loss from
these funds or companies, or the change in fair value of the
investment, as applicable. The Company’s general partnership
interests are substantially illiquid. While investments in funds
reflect each respective fund’s holdings at fair value,
equity-method investments in companies are not adjusted to reflect
the fair value of the underlying company. The fair value of the
underlying investments in Oaktree funds is based on the Company’s
assessment, which takes into account expected cash flows, earnings
multiples and/or comparisons to similar market transactions, among
other factors. Valuation adjustments reflecting consideration of
credit quality, concentration risk, sales restrictions and other
liquidity factors are integral to valuing these
instruments.
Corporate investments consisted of the following:
|
|
|
|
|
|
|
|
|
|
|
|
|
As of |
|
|
Corporate Investments |
March 31, 2020 |
|
December 31, 2019 |
|
|
|
|
Equity-method investments: |
|
|
|
Funds |
$ |
600,133 |
|
|
$ |
670,348 |
|
Companies |
3,983 |
|
|
3,855 |
|
Other investments, at fair value |
29,736 |
|
|
34,934 |
|
Total corporate investments |
$ |
633,852 |
|
|
$ |
709,137 |
|
The components of investment (loss) income are set forth
below:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three months ended March 31, |
|
|
|
|
|
|
Investment (Loss) Income |
2020 |
|
2019 |
|
|
|
|
|
|
|
|
|
|
|
|
Equity-method investments: |
|
|
|
|
|
|
|
Funds |
$ |
(105,634) |
|
|
$ |
39,320 |
|
|
|
|
|
Companies |
128 |
|
|
17,111 |
|
|
|
|
|
Other investments, at fair value |
(4,167) |
|
|
5,719 |
|
|
|
|
|
Total investment (loss) income |
$ |
(109,673) |
|
|
$ |
62,150 |
|
|
|
|
|
Equity-method Investments
The Company’s equity-method investments include its investments in
Oaktree funds for which it serves as general partner, and other
third-party funds and companies that are not consolidated, but for
which the Company is deemed to exert significant influence. The
Company’s share of income or loss generated by these investments is
recorded within investment income in the condensed consolidated
statements of operations. The Company’s equity-method investments
in Oaktree funds principally reflect the Company’s general partner
interests in those funds, which typically does not exceed 2.5% in
each fund. The Oaktree funds are investment companies that follow a
specialized basis of accounting established by GAAP.
Each reporting period, the Company evaluates each of its
equity-method investments to determine if any are considered
significant, as defined by the SEC. For the three months ended
March 31, 2020, no individual equity-method investment met the
significance criteria.
Oaktree Capital Group, LLC
Notes to Condensed Consolidated Financial Statements (Unaudited) —
(Continued)
March 31, 2020
($ in thousands, except where noted)
Summarized financial information of the Company’s equity-method
investments is set forth below.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three months ended March 31, |
|
|
|
|
|
|
Statements of Operations |
2020 |
|
2019 |
|
|
|
|
Revenues / investment income |
$ |
197,281 |
|
|
$ |
891,961 |
|
|
|
|
|
Interest expense |
(16,170) |
|
|
(70,857) |
|
|
|
|
|
Other expenses |
(120,974) |
|
|
(361,900) |
|
|
|
|
|
Net realized and unrealized gain (loss) on investments |
(3,633,708) |
|
|
1,005,147 |
|
|
|
|
|
Net income (loss) |
$ |
(3,573,571) |
|
|
$ |
1,464,351 |
|
|
|
|
|
Other Investments, at Fair Value
Other investments, at fair value primarily consist of (a)
investments in certain Oaktree and non-Oaktree funds for which the
fair value option of accounting has been elected and (b)
derivatives utilized to hedge the Company’s exposure to investment
income earned from its funds.
The following table summarizes net gains (losses) attributable to
the Company’s other investments:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three months ended March 31, |
|
|
|
|
|
|
|
2020 |
|
2019 |
|
|
|
|
|
|
|
|
|
|
|
|
Realized gain |
$ |
87 |
|
|
$ |
— |
|
|
|
|
|
Net change in unrealized gain (loss) |
(4,254) |
|
|
5,719 |
|
|
|
|
|
Total gain (loss) |
$ |
(4,167) |
|
|
$ |
5,719 |
|
|
|
|
|
Oaktree Capital Group, LLC
Notes to Condensed Consolidated Financial Statements (Unaudited) —
(Continued)
March 31, 2020
($ in thousands, except where noted)
Investments of Consolidated Funds
Investments, at Fair Value
Investments held and securities sold short by the consolidated
funds are summarized below:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fair Value as of |
|
|
|
Fair Value as a Percentage of Investments of Consolidated Funds as
of |
|
|
Investments |
March 31, 2020 |
|
December 31, 2019 |
|
March 31, 2020 |
|
December 31, 2019 |
United States: |
|
|
|
|
|
|
|
Debt securities: |
|
|
|
|
|
|
|
Communication services |
$ |
414,411 |
|
|
$ |
464,356 |
|
|
6.1 |
% |
|
6.4 |
% |
Consumer discretionary |
395,933 |
|
|
508,701 |
|
|
5.9 |
|
|
6.9 |
|
Consumer staples |
83,805 |
|
|
92,102 |
|
|
1.2 |
|
|
1.3 |
|
Energy |
139,358 |
|
|
223,671 |
|
|
2.1 |
|
|
3.0 |
|
Financials |
322,200 |
|
|
355,113 |
|
|
4.8 |
|
|
4.8 |
|
Health care |
408,204 |
|
|
512,864 |
|
|
6.0 |
|
|
7.0 |
|
Industrials |
515,056 |
|
|
563,920 |
|
|
7.6 |
|
|
7.7 |
|
Information technology |
435,559 |
|
|
524,390 |
|
|
6.4 |
|
|
7.1 |
|
Materials |
245,224 |
|
|
294,300 |
|
|
3.6 |
|
|
4.0 |
|
Real estate |
188,440 |
|
|
204,933 |
|
|
2.8 |
|
|
2.8 |
|
Utilities |
195,365 |
|
|
216,053 |
|
|
2.9 |
|
|
2.9 |
|
Total debt securities (cost: $3,898,370 and $3,981,956 as of
March 31, 2020 and December 31, 2019,
respectively)
|
3,343,555 |
|
|
3,960,403 |
|
|
49.4 |
|
|
53.9 |
|
Equity securities: |
|
|
|
|
|
|
|
|
|
|
|
Communication services |
96 |
|
|
312 |
|
|
0.0 |
|
|
0.0 |
|
Consumer discretionary |
399 |
|
|
658 |
|
|
0.0 |
|
|
0.0 |
|
Energy |
164 |
|
|
256 |
|
|
0.0 |
|
|
0.0 |
|
Financials |
9 |
|
|
— |
|
|
0.0 |
|
|
0.0 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Utilities |
99,856 |
|
|
130,671 |
|
|
1.5 |
|
|
1.8 |
|
Total equity securities (cost: $138,387 and $137,149 as of March
31, 2020 and December 31, 2019, respectively)
|
100,524 |
|
|
131,897 |
|
|
1.5 |
|
|
1.8 |
|
Real estate: |
|
|
|
|
|
|
|
|
|
|
|
Real estate |
269,404 |
|
|
230,741 |
|
|
4.0 |
|
|
3.1 |
|
Financials |
3,048 |
|
|
— |
|
|
0.0 |
|
|
0.0 |
|
Total real estate securities (cost: $272,433 and $230,741 as of
March 31, 2020 and December 31, 2019,
respectively)
|
272,452 |
|
|
230,741 |
|
|
4.0 |
|
|
3.1 |
|
Oaktree Capital Group, LLC
Notes to Condensed Consolidated Financial Statements (Unaudited) —
(Continued)
March 31, 2020
($ in thousands, except where noted)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fair Value as of |
|
|
|
Fair Value as a Percentage of Investments of Consolidated Funds as
of |
|
|
Investments |
March 31, 2020 |
|
December 31, 2019 |
|
March 31, 2020 |
|
December 31, 2019 |
Europe: |
|
|
|
|
|
|
|
|
Debt securities: |
|
|
|
|
|
|
|
|
|
Communication services |
$ |
438,481 |
|
|
$ |
469,822 |
|
|
6.5 |
% |
|
6.4 |
% |
Consumer discretionary |
541,908 |
|
|
659,001 |
|
|
8.0 |
|
|
9.0 |
|
Consumer staples |
175,128 |
|
|
178,609 |
|
|
2.6 |
|
|
2.4 |
|
Energy |
5,764 |
|
|
11,316 |
|
|
0.1 |
|
|
0.2 |
|
Financials |
95,392 |
|
|
101,933 |
|
|
1.4 |
|
|
1.4 |
|
Health care |
522,664 |
|
|
579,765 |
|
|
7.7 |
|
|
7.9 |
|
Industrials |
313,784 |
|
|
362,120 |
|
|
4.6 |
|
|
4.9 |
|
Information technology |
212,444 |
|
|
177,152 |
|
|
3.1 |
|
|
2.4 |
|
Materials |
210,159 |
|
|
230,289 |
|
|
3.1 |
|
|
3.1 |
|
Real estate |
97,655 |
|
|
96,315 |
|
|
1.4 |
|
|
1.3 |
|
Utilities |
4,545 |
|
|
3,852 |
|
|
0.1 |
|
|
0.1 |
|
Total debt securities (cost: $3,051,994 and $2,876,531 as of
March 31, 2020 and December 31, 2019,
respectively)
|
2,617,924 |
|
|
2,870,174 |
|
|
38.6 |
|
|
39.0 |
|
Equity securities: |
|
|
|
|
|
|
|
|
|
|
|
Consumer discretionary |
46,181 |
|
|