Unaudited Reconciliation of Financial Data
The following tables present the historical unaudited financial information for the Credit parties and their consolidated subsidiaries (the “Och-Ziff Operating Group”) as of and for the nine months ended September 30, 2015. The Och-Ziff Operating Group does not report audited or unaudited financial information on a stand-alone basis. Accordingly, the financial data presented herein for the Och-Ziff Operating Group and its consolidated subsidiaries has been reconciled to Och-Ziff Capital Management Group LLC’s financial statements for the relevant periods. You should read this data in conjunction with Och-Ziff Capital Management Group LLC’s financial statements and the related notes included in its Quarterly Report on Form 10-Q for the nine months ended September 30, 2015, which was filed with the U.S. Securities and Exchange Commission on November 3, 2015.
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| | | | | | | | | | | | | | | |
| September 30, 2015 |
| Och-Ziff Operating Group | | Consolidated Och-Ziff Funds and Related Eliminations | | Other(1) | | Och-Ziff Capital Management Group LLC Consolidated |
| | | | | | | |
| (dollars in thousands) |
Assets | |
| | | | | | |
Cash and cash equivalents | $ | 265,759 |
| | $ | — |
| | $ | 45,586 |
| | $ | 311,345 |
|
Income and fees receivable | 130,150 |
| | (78,173 | ) | | — |
| | 51,977 |
|
Due from related parties | 70,670 |
| | (1,594 | ) | | (61,342 | ) | | 7,734 |
|
Deferred income tax assets | 3,587 |
| | — |
| | 726,785 |
| | 730,372 |
|
Other assets, net | 182,489 |
| | (19,327 | ) | | 37,160 |
| | 200,322 |
|
Assets of consolidated Och-Ziff funds: | | | | | | | |
|
Investments, at fair value | — |
| | 8,908,111 |
| | — |
| | 8,908,111 |
|
Other assets of Och-Ziff funds | — |
| | 284,242 |
| | — |
| | 284,242 |
|
Total Assets | $ | 652,655 |
| | $ | 9,093,259 |
| | $ | 748,189 |
| | $ | 10,494,103 |
|
| | | | | | | |
Liabilities and Shareholders' Equity | | | | | | | |
Liabilities | | | | | | | |
Due to related parties | $ | 1,605 |
| | $ | — |
| | $ | 653,241 |
| | $ | 654,846 |
|
Debt obligations | 449,655 |
| | — |
| | — |
| | 449,655 |
|
Compensation payable | 34,721 |
| | — |
| | — |
| | 34,721 |
|
Other liabilities | 81,696 |
| | — |
| | 369 |
| | 82,065 |
|
Liabilities of consolidated Och-Ziff funds: | | | | | | | |
|
Notes payable of consolidated CLOs, at fair value | — |
| | 6,704,556 |
| | — |
| | 6,704,556 |
|
Securities sold under agreements to repurchase | — |
| | 230,550 |
| | — |
| | 230,550 |
|
Other liabilities of Och-Ziff funds | — |
| | 52,119 |
| | — |
| | 52,119 |
|
Total Liabilities | 567,677 |
| | 6,987,225 |
| | 653,610 |
| | 8,208,512 |
|
| | | | | | | |
Redeemable Noncontrolling Interests | — |
| | 857,609 |
| | — |
| | 857,609 |
|
| | | | | | | |
Shareholders' Equity | | | | | | | |
Class A Shares, no par value | — |
| | — |
| | — |
| | — |
|
Class B Shares, no par value | — |
| | — |
| | — |
| | — |
|
Paid-in capital | 12,609,706 |
| | — |
| | (9,569,459 | ) | | 3,040,247 |
|
Appropriated retained deficit | — |
| | (19,466 | ) | | — |
| | (19,466 | ) |
Retained earnings (accumulated deficit) | (12,526,871 | ) | | — |
| | 9,160,400 |
| | (3,366,471 | ) |
Shareholders' equity (deficit) attributable to Class A Shareholders | 82,835 |
| | (19,466 | ) | | (409,059 | ) | | (345,690 | ) |
Shareholders' equity attributable to noncontrolling interests | 2,143 |
| | 1,267,891 |
| | 503,638 |
| | 1,773,672 |
|
Total Shareholders' Equity | 84,978 |
| | 1,248,425 |
| | 94,579 |
| | 1,427,982 |
|
Total Liabilities, Redeemable Noncontrolling Interests and Shareholders' Equity | $ | 652,655 |
| | $ | 9,093,259 |
| | $ | 748,189 |
| | $ | 10,494,103 |
|
| |
(1) | Includes amounts related to entities not included in the Och-Ziff Operating Group or the consolidated Och-Ziff funds, including related eliminations. |
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| | | | | | | | | | | | | | | |
| Nine Months Ended September 30, 2015 |
| Och-Ziff Operating Group | | Consolidated Och-Ziff Funds and Related Eliminations | | Other(1) | | Och-Ziff Capital Management Group LLC Consolidated |
| | | | | | | |
| (dollars in thousands) |
Revenues | | | | | | | |
Management fees | $ | 530,982 |
| | $ | (34,775 | ) | | $ | — |
| | $ | 496,207 |
|
Incentive income | 176,435 |
| | (55,173 | ) | | — |
| | 121,262 |
|
Other revenues | 1,506 |
| | — |
| | 42 |
| | 1,548 |
|
Income of consolidated Och-Ziff funds | — |
| | 361,136 |
| | — |
| | 361,136 |
|
Total Revenues | 708,923 |
| | 271,188 |
| | 42 |
| | 980,153 |
|
| | | | | | | |
Expenses | | | | | | | |
Compensation and benefits | 211,895 |
| | — |
| | — |
| | 211,895 |
|
Reorganization expenses | 12,052 |
| | — |
| | — |
| | 12,052 |
|
Interest expense | 16,033 |
| | — |
| | — |
| | 16,033 |
|
General, administrative and other | 179,594 |
| | — |
| | (52,262 | ) | | 127,332 |
|
Expenses of consolidated Och-Ziff funds | — |
| | 220,847 |
| | — |
| | 220,847 |
|
Total Expenses | 419,574 |
| | 220,847 |
| | (52,262 | ) | | 588,159 |
|
| | | | | | | |
Other Income | | | | | | | |
Net gains on investments in Och-Ziff funds and joint ventures | 1,625 |
| | (1,582 | ) | | — |
| | 43 |
|
Net gains of consolidated Och-Ziff funds | — |
| | 21,859 |
| | — |
| | 21,859 |
|
Total Other Income | 1,625 |
| | 20,277 |
| | — |
| | 21,902 |
|
| | | | | | | |
Income Before Income Taxes | 290,974 |
| | 70,618 |
| | 52,304 |
| | 413,896 |
|
Income taxes | 12,742 |
| | — |
| | 106,865 |
| | 119,607 |
|
Consolidated and Total Comprehensive Net Income (Loss) | $ | 278,232 |
| | $ | 70,618 |
| | $ | (54,561 | ) | | $ | 294,289 |
|
| | | | | | | |
Allocation of Consolidated and Total Comprehensive Net Income (Loss) | | | | | | | |
Class A Shareholders | $ | 102,609 |
| | $ | — |
| | $ | (54,561 | ) | | $ | 48,048 |
|
Noncontrolling interests | 175,623 |
| | 94,723 |
| | — |
| | 270,346 |
|
Redeemable noncontrolling interests | — |
| | (24,105 | ) | | — |
| | (24,105 | ) |
| $ | 278,232 |
| | $ | 70,618 |
| | $ | (54,561 | ) | | $ | 294,289 |
|
| |
(1) | Includes amounts related to entities not included in the Och-Ziff Operating Group or the consolidated Och-Ziff funds, including related eliminations. |