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 three months ended March 31, 2016. 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 three months ended March 31, 2016, which was filed with the U.S. Securities and Exchange Commission on May 3, 2016.
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| | | | | | | | | | | | | | | |
| March 31, 2016 |
| 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 | $ | 221,678 |
| | $ | — |
| | $ | 7,048 |
| | $ | 228,726 |
|
Income and fees receivable | 53,287 |
| | — |
| | — |
| | 53,287 |
|
Due from related parties | 67,997 |
| | (967 | ) | | (55,710 | ) | | 11,320 |
|
Deferred income tax assets | 1,646 |
| | — |
| | 720,936 |
| | 722,582 |
|
Other assets, net | 187,982 |
| | (16,046 | ) | | 30,929 |
| | 202,865 |
|
Assets of consolidated Och-Ziff funds: | | | | | | | |
|
Investments, at fair value | — |
| | 22,627 |
| | — |
| | 22,627 |
|
Other assets of Och-Ziff funds | — |
| | 13,905 |
| | — |
| | 13,905 |
|
Total Assets | $ | 532,590 |
| | $ | 19,519 |
| | $ | 703,203 |
| | $ | 1,255,312 |
|
| | | | | | | |
Liabilities and Shareholders' Equity | | | | | | | |
Liabilities | | | | | | | |
Due to related parties | $ | 1,417 |
| | $ | — |
| | $ | 591,632 |
| | $ | 593,049 |
|
Debt obligations | 442,628 |
| | — |
| | — |
| | 442,628 |
|
Compensation payable | 12,785 |
| | — |
| | — |
| | 12,785 |
|
Other liabilities | 388,467 |
| | — |
| | 218 |
| | 388,685 |
|
Liabilities of consolidated Och-Ziff funds: | | | | | | | |
|
Notes payable of consolidated CLOs, at fair value | — |
| | — |
| | — |
| | — |
|
Securities sold under agreements to repurchase | — |
| | — |
| | — |
| | — |
|
Other liabilities of Och-Ziff funds | — |
| | 1,836 |
| | — |
| | 1,836 |
|
Total Liabilities | 845,297 |
| | 1,836 |
| | 591,850 |
| | 1,438,983 |
|
| | | | | | | |
Redeemable Noncontrolling Interests | — |
| | 19,629 |
| | — |
| | 19,629 |
|
| | | | | | | |
Shareholders' (Deficit) Equity | | | | | | | |
Class A Shares, no par value | — |
| | — |
| | — |
| | — |
|
Class B Shares, no par value | — |
| | — |
| | — |
| | — |
|
Paid-in capital | 12,624,948 |
| | — |
| | (9,578,383 | ) | | 3,046,565 |
|
Appropriated retained deficit | — |
| | — |
| | — |
| | — |
|
Accumulated deficit | (12,939,732 | ) | | — |
| | 9,433,799 |
| | (3,505,933 | ) |
Shareholders' deficit attributable to Class A Shareholders | (314,784 | ) | | — |
| | (144,584 | ) | | (459,368 | ) |
Shareholders' equity attributable to noncontrolling interests | 2,077 |
| | (1,946 | ) | | 255,937 |
| | 256,068 |
|
Total Shareholders' (Deficit) Equity | (312,707 | ) | | (1,946 | ) | | 111,353 |
| | (203,300 | ) |
Total Liabilities, Redeemable Noncontrolling Interests and Shareholders' (Deficit) Equity | $ | 532,590 |
| | $ | 19,519 |
| | $ | 703,203 |
| | $ | 1,255,312 |
|
| |
(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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| | | | | | | | | | | | | | | |
| Three Months Ended March 31, 2016 |
| 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 | $ | 156,910 |
| | $ | — |
| | $ | — |
| | $ | 156,910 |
|
Incentive income | 30,587 |
| | — |
| | — |
| | 30,587 |
|
Other revenues | 541 |
| | — |
| | 38 |
| | 579 |
|
Income of consolidated Och-Ziff funds | — |
| | 366 |
| | — |
| | 366 |
|
Total Revenues | 188,038 |
| | 366 |
| | 38 |
| | 188,442 |
|
| | | | | | | |
Expenses | | | | | | | |
Compensation and benefits | 54,261 |
| | — |
| | — |
| | 54,261 |
|
Reorganization expenses | — |
| | — |
| | — |
| | — |
|
Interest expense | 5,386 |
| | — |
| | — |
| | 5,386 |
|
General, administrative and other | 267,679 |
| | — |
| | (155 | ) | | 267,524 |
|
Expenses of consolidated Och-Ziff funds | — |
| | 266 |
| | — |
| | 266 |
|
Total Expenses | 327,326 |
| | 266 |
| | (155 | ) | | 327,437 |
|
| | | | | | | |
Other Income | | | | | | | |
Net gains on investments in Och-Ziff funds and joint ventures | 171 |
| | 78 |
| | — |
| | 249 |
|
Net gains of consolidated Och-Ziff funds | — |
| | 545 |
| | — |
| | 545 |
|
Total Other Income | 171 |
| | 623 |
| | — |
| | 794 |
|
| | | | | | | |
(Loss) Income Before Income Taxes | (139,117 | ) | | 723 |
| | 193 |
| | (138,201 | ) |
Income taxes | 2,678 |
| | — |
| | 15,861 |
| | 18,539 |
|
Consolidated and Total Comprehensive Net (Loss) Income | $ | (141,795 | ) | | $ | 723 |
| | $ | (15,668 | ) | | $ | (156,740 | ) |
| | | | | | | |
Allocation of Consolidated and Total Comprehensive Net (Loss) Income | | | | | | | |
Class A Shareholders | $ | (141,707 | ) | | $ | — |
| | $ | 72,351 |
| | $ | (69,356 | ) |
Noncontrolling interests | (88 | ) | | 262 |
| | (88,019 | ) | | (87,845 | ) |
Redeemable noncontrolling interests | — |
| | 461 |
| | — |
| | 461 |
|
| $ | (141,795 | ) | | $ | 723 |
| | $ | (15,668 | ) | | $ | (156,740 | ) |
| |
(1) | Includes amounts related to entities not included in the Och-Ziff Operating Group or the consolidated Och-Ziff funds, including related eliminations. |