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 year ended December 31, 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 Annual Report on Form 10-K for the year ended December 31, 2015, which was filed with the U.S. Securities and Exchange Commission on February 11, 2016.
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| | | | | | | | | | | | | | | |
| December 31, 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 | $ | 213,449 |
| | $ | — |
| | $ | 40,621 |
| | $ | 254,070 |
|
Income and fees receivable | 158,380 |
| | (64,534 | ) | | — |
| | 93,846 |
|
Due from related parties | 88,776 |
| | (2,602 | ) | | (78,078 | ) | | 8,096 |
|
Deferred income tax assets | 1,538 |
| | — |
| | 718,416 |
| | 719,954 |
|
Other assets, net | 216,080 |
| | (36,035 | ) | | 18,743 |
| | 198,788 |
|
Assets of consolidated Och-Ziff funds: | | | | | | | |
|
Investments, at fair value | — |
| | 9,071,933 |
| | — |
| | 9,071,933 |
|
Other assets of Och-Ziff funds | — |
| | 344,769 |
| | — |
| | 344,769 |
|
Total Assets | $ | 678,223 |
| | $ | 9,313,531 |
| | $ | 699,702 |
| | $ | 10,691,456 |
|
| | | | | | | |
Liabilities and Shareholders' Equity | | | | | | | |
Liabilities | | | | | | | |
Due to related parties | $ | 1,612 |
| | $ | — |
| | $ | 591,778 |
| | $ | 593,390 |
|
Debt obligations | 448,882 |
| | — |
| | — |
| | 448,882 |
|
Compensation payable | 176,602 |
| | — |
| | — |
| | 176,602 |
|
Other liabilities | 84,662 |
| | — |
| | (849 | ) | | 83,813 |
|
Liabilities of consolidated Och-Ziff funds: | | | | | | | |
|
Notes payable of consolidated CLOs, at fair value | — |
| | 7,077,679 |
| | — |
| | 7,077,679 |
|
Securities sold under agreements to repurchase | — |
| | 190,751 |
| | — |
| | 190,751 |
|
Other liabilities of Och-Ziff funds | — |
| | 47,487 |
| | — |
| | 47,487 |
|
Total Liabilities | 711,758 |
| | 7,315,917 |
| | 590,929 |
| | 8,618,604 |
|
| | | | | | | |
Redeemable Noncontrolling Interests | — |
| | 832,284 |
| | — |
| | 832,284 |
|
| | | | | | | |
Shareholders' Equity | | | | | | | |
Class A Shares, no par value | — |
| | — |
| | — |
| | — |
|
Class B Shares, no par value | — |
| | — |
| | — |
| | — |
|
Paid-in capital | 12,608,372 |
| | — |
| | (9,567,717 | ) | | 3,040,655 |
|
Appropriated retained deficit | — |
| | (59,663 | ) | | — |
| | (59,663 | ) |
Accumulated deficit | (12,644,004 | ) | | — |
| | 9,247,182 |
| | (3,396,822 | ) |
Shareholders' deficit attributable to Class A Shareholders | (35,632 | ) | | (59,663 | ) | | (320,535 | ) | | (415,830 | ) |
Shareholders' equity attributable to noncontrolling interests | 2,097 |
| | 1,224,993 |
| | 429,308 |
| | 1,656,398 |
|
Total Shareholders' Equity | (33,535 | ) | | 1,165,330 |
| | 108,773 |
| | 1,240,568 |
|
Total Liabilities, Redeemable Noncontrolling Interests and Shareholders' Equity | $ | 678,223 |
| | $ | 9,313,531 |
| | $ | 699,702 |
| | $ | 10,691,456 |
|
| |
(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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| | | | | | | | | | | | | | | |
| Year Ended December 31, 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 | $ | 690,889 |
| | $ | (46,898 | ) | | $ | — |
| | $ | 643,991 |
|
Incentive income | 250,089 |
| | (62,526 | ) | | — |
| | 187,563 |
|
Other revenues | 2,025 |
| | — |
| | 52 |
| | 2,077 |
|
Income of consolidated Och-Ziff funds | — |
| | 489,350 |
| | — |
| | 489,350 |
|
Total Revenues | 943,003 |
| | 379,926 |
| | 52 |
| | 1,322,981 |
|
| | | | | | | |
Expenses | | | | | | | |
Compensation and benefits | 430,526 |
| | — |
| | — |
| | 430,526 |
|
Reorganization expenses | 14,064 |
| | — |
| | — |
| | 14,064 |
|
Interest expense | 21,431 |
| | — |
| | 10 |
| | 21,441 |
|
General, administrative and other | 245,567 |
| | — |
| | (61,428 | ) | | 184,139 |
|
Expenses of consolidated Och-Ziff funds | — |
| | 303,770 |
| | — |
| | 303,770 |
|
Total Expenses | 711,588 |
| | 303,770 |
| | (61,418 | ) | | 953,940 |
|
| | | | | | | |
Other Income (Loss) | | | | | | | |
Net gains on investments in Och-Ziff funds and joint ventures | 1,899 |
| | (1,831 | ) | | — |
| | 68 |
|
Net losses of consolidated Och-Ziff funds | — |
| | (69,572 | ) | | — |
| | (69,572 | ) |
Total Other Income (Loss) | 1,899 |
| | (71,403 | ) | | — |
| | (69,504 | ) |
| | | | | | | |
Income Before Income Taxes | 233,314 |
| | 4,753 |
| | 61,470 |
| | 299,537 |
|
Income taxes | 17,502 |
| | — |
| | 114,722 |
| | 132,224 |
|
Consolidated and Total Comprehensive Net Income (Loss) | $ | 215,812 |
| | $ | 4,753 |
| | $ | (53,252 | ) | | $ | 167,313 |
|
| | | | | | | |
Allocation of Consolidated and Total Comprehensive Net Income (Loss) | | | | | | | |
Class A Shareholders | $ | 78,992 |
| | $ | — |
| | $ | (53,252 | ) | | $ | 25,740 |
|
Noncontrolling interests | 136,820 |
| | 54,357 |
| | — |
| | 191,177 |
|
Redeemable noncontrolling interests | — |
| | (49,604 | ) | | — |
| | (49,604 | ) |
| $ | 215,812 |
| | $ | 4,753 |
| | $ | (53,252 | ) | | $ | 167,313 |
|
| |
(1) | Includes amounts related to entities not included in the Och-Ziff Operating Group or the consolidated Och-Ziff funds, including related eliminations. |