Basis of Presentation and Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2013 |
Basis of Presentation and Summary of Significant Accounting Policies | ' |
2 | BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | | | | | | | | | | |
Basis of Presentation |
These consolidated financial statements are prepared in accordance with GAAP as set forth in the Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”). All intercompany transactions and balances have been eliminated in consolidation. |
Restatements |
Following a periodic review performed by the staff of the U.S. Securities and Exchange Commission (the “Staff”), the Company determined that it will correct an error related to the consolidation of the CLOs it manages. The Company launched its first CLO in the third quarter of 2012. Consolidating the CLOs has resulted in material adjustments to the Company’s previously issued annual and interim financial statements from the third quarter of 2012 through the third quarter of 2013. The consolidation of these CLOs resulted in an increase in the assets and liabilities of consolidated Och-Ziff funds in the consolidated balance sheets for these periods, as well as an increase in the income, expenses and net gains of consolidated Och-Ziff funds in the consolidated statements of comprehensive income (loss), but did not impact net income (loss) allocated to Class A Shareholders. |
In addition, the Company corrected an error related to the treatment of the previously deferred incentive income allocations from the consolidated Och-Ziff funds that remained subject to clawback, to the extent there are future losses. The Company determined that such amounts are allocable to the Company and to noncontrolling interests based on the contractual terms of the relevant fund documents rather than deferring these amounts until clawback contingencies are resolved. To correct the error, for the years ended December 31, 2012 and 2011, the Company adjusted previously reported amounts from change in deferred income of consolidated Och-Ziff funds in the statements of comprehensive income (loss) to consolidated net income (loss) allocated to noncontrolling interests and consolidated net income (loss) allocated to Class A Shareholders. These adjustments also resulted in a change to the previously reported earnings per share information for the year ended December 31, 2012. The Company also adjusted the previously reported related deferred income of consolidated Och-Ziff funds liability from other liabilities in the consolidated balance sheets to shareholders’ equity attributable to noncontrolling interests and shareholders’ deficit attributable to Class A Shareholders. |
The tables below present the effect of these adjustments on the affected line items in the Company’s consolidated balance sheet and statements of comprehensive income (loss) as reported in the Company’s annual report on Form 10-K for the year ended December 31, 2012. In addition, included within the adjustments presented in the table below is the reclassification from noncontrolling interests to redeemable noncontrolling interests discussed in “—Reclassifications.” |
Consolidated Balance Sheet |
| 31-Dec-12 | |
| Previously Reported | | | Adjustments | | | Restated | |
| (dollars in thousands) | |
Income and fees receivable | $ | 593,504 | | | $ | (1,553 | ) | | $ | 591,951 | |
Deferred income tax assets | | 920,877 | | | | (3,776 | ) | | | 917,101 | |
Assets of consolidated Och-Ziff funds: | | | | | | | | | | | |
Investments, at fair value | | 1,744,626 | | | | 1,034,832 | | | | 2,779,458 | |
Other assets of Och-Ziff funds | | 38,188 | | | | 33,108 | | | | 71,296 | |
Total assets | | 3,535,065 | | | | 1,062,611 | | | | 4,597,676 | |
| | | | | | | | | | | |
Due to related parties | | 741,773 | | | | (7 | ) | | | 741,766 | |
Other liabilities | | 119,529 | | | | (78,994 | ) | | | 40,535 | |
Liabilities of consolidated Och-Ziff funds: | | | | | | | | | | | |
Notes payable of consolidated CLOs, at fair value | | - | | | | 1,061,545 | | | | 1,061,545 | |
Other liabilities of Och-Ziff funds | | 3,538 | | | | 8,470 | | | | 12,008 | |
Total liabilities | | 1,686,481 | | | | 991,014 | | | | 2,677,495 | |
| | | | | | | | | | | |
Redeemable noncontrolling interests | | - | | | | 8,692 | | | | 8,692 | |
| | | | | | | | | | | |
Paid-in capital | | 2,900,109 | | | | 138 | | | | 2,900,247 | |
Appropriated retained earnings (deficit) | | - | | | | (3,627 | ) | | | (3,627 | ) |
Accumulated deficit | | (3,150,644 | ) | | | 5,103 | | | | (3,145,541 | ) |
Shareholders' deficit attributable to Class A Shareholders | | (250,535 | ) | | | 1,614 | | | | (248,921 | ) |
Shareholders' equity attributable to noncontrolling interests | | 2,099,119 | | | | 61,291 | | | | 2,160,410 | |
Total shareholders' equity | | 1,848,584 | | | | 62,905 | | | | 1,911,489 | |
Total liabilities, redeemable noncontrolling interests and shareholders' equity | | 3,535,065 | | | | 1,062,611 | | | | 4,597,676 | |
|
Consolidated Statements of Operations |
| Year Ended December 31, 2012 | |
| Previously Reported | | | Adjustments | | | Restated | |
| (dollars in thousands) | |
Management fees | $ | 505,948 | | | $ | (1,553 | ) | | $ | 504,395 | |
Income of consolidated Och-Ziff funds | | 108,684 | | | | 16,758 | | | | 125,442 | |
General, administrative and other | | 116,880 | | | | (7 | ) | | | 116,873 | |
Expenses of consolidated Och-Ziff funds | | 10,440 | | | | 8,546 | | | | 18,986 | |
Change in deferred income of consolidated Och-Ziff funds | | (52,256 | ) | | | 52,256 | | | | - | |
Net gains of consolidated Och-Ziff funds | | 215,081 | | | | (2,371 | ) | | | 212,710 | |
Income taxes | | 79,085 | | | | 3,776 | | | | 82,861 | |
Consolidated net loss | | (624,006 | ) | | | 52,775 | | | | (571,231 | ) |
Total comprehensive loss | | (623,777 | ) | | | 52,775 | | | | (571,002 | ) |
| | | | | | | | | | | |
Allocation of Consolidated Net Income (Loss) | | | | | | | | | | | |
Class A Shareholders | | (315,826 | ) | | | 5,103 | | | | (310,723 | ) |
Noncontrolling interests | | (308,180 | ) | | | 45,980 | | | | (262,200 | ) |
Redeemable noncontrolling interests | | - | | | | 1,692 | | | | 1,692 | |
| | | | | | | | | | | |
Allocation of Total Comprehensive Income (Loss) | | | | | | | | | | | |
Class A Shareholders | | (315,777 | ) | | | 5,103 | | | | (310,674 | ) |
Noncontrolling interests | | (308,000 | ) | | | 45,980 | | | | (262,020 | ) |
Redeemable noncontrolling interests | | - | | | | 1,692 | | | | 1,692 | |
| | | | | | | | | | | |
Earnings (Loss) Per Class A Share | | | | | | | | | | | |
Basic | $ | (2.21 | ) | | $ | 0.04 | | | $ | (2.17 | ) |
Diluted | $ | (2.21 | ) | | $ | 0.04 | | | $ | (2.17 | ) |
|
| Year Ended December 31, 2011 | |
| Previously Reported | | | Adjustments | | | Restated | |
| (dollars in thousands) | |
Change in deferred income of consolidated Och-Ziff funds | $ | (7,117 | ) | | $ | 7,117 | | | $ | - | |
Consolidated net loss | | (1,470,805 | ) | | | 7,117 | | | | (1,463,688 | ) |
Total comprehensive loss | | (1,470,800 | ) | | | 7,117 | | | | (1,463,683 | ) |
Allocation of consolidated net loss to noncontrolling interests | | (1,051,815 | ) | | | 7,117 | | | | (1,044,698 | ) |
Allocation of total comprehensive loss to noncontrolling interests | | (1,051,811 | ) | | | 7,117 | | | | (1,044,694 | ) |
There were no changes to the previously reported net cash flows from operating, investing and financing activities resulting from the restatements, as the financing cash flows related to the consolidation of the CLOs occurred prior to consolidation. See non-cash disclosures in the consolidated statements of cash flows for additional information. |
Reclassifications |
The Company consolidates a credit hedge fund that allows fund investors to redeem their interests upon the expiration of a lockup period. These interests were deemed immaterial for separate presentation as redeemable noncontrolling interests in 2012, and therefore were included within noncontrolling interests in the consolidated balance sheets and statements of comprehensive income (loss). Due to growth in this consolidated fund in 2013, the Company started to report these interests separately in the consolidated balance sheets and statements of comprehensive income (loss). As a result, the Company has reclassified the 2012 amounts to conform to the current period presentation. |
Use of Estimates |
The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements of the Company. The most critical of these estimates are related to (i) fair value measurements of the assets and liabilities of the Och-Ziff funds, which impacts the Company’s management fees and incentive income; (ii) the accounting treatment for variable interest entities; and (iii) the estimate of future taxable income, which impacts the carrying amount of the Company’s deferred income tax assets. While management believes that the estimates utilized in preparing the consolidated financial statements are reasonable and prudent, actual results could differ materially from those estimates. |
Consolidation Policies |
The consolidated financial statements include the accounts of the Registrant and entities in which it, directly or indirectly, is determined to have a controlling financial interest under the following set of guidelines: |
· | Variable Interest Entities (“VIEs”)—The Company determines whether, if by design, an entity has equity investors who lack the characteristics of a controlling financial interest or does not have sufficient equity at risk to finance its expected activities without additional subordinated financial support from other parties. If an entity has either of these characteristics, it is considered a VIE and must be consolidated by its primary beneficiary. As substantially all of the funds managed by the Company qualify for the deferral under ASU 2010-10, Amendments to Statement 167 for Certain Investment Funds, the primary beneficiary of the funds the Company manages that are determined to be VIEs is the party that absorbs a majority of the VIEs’ expected losses or receives a majority of the expected residual returns as a result of holding variable interests. The Company’s CLOs and a certain joint venture are VIEs and do not qualify for the deferral under ASU 2010-10. Therefore, the primary beneficiary of these entities is the party that (i) has the power to direct the activities of the entity that most significantly impact the entity’s economic performance; and (ii) has the obligation to absorb losses or the right to receive benefits from the entity that could potentially be significant to the entity. | | | | | | | | | | |
· | Voting Interest Entities (“VOEs”)—For entities that are not VIEs, the Company consolidates those entities in which it has an equity investment of greater than 50% and has control over significant operating, financial and investing decisions of the entity. Additionally, the Company consolidates partnerships in which the Company is a substantive, controlling general partner and the limited partners have no substantive rights to participate in the ongoing governance and operating activities. | | | | | | | | | | |
The Company’s funds are typically organized using a “master-feeder” structure. Fund investors, including the Company’s executive managing directors, employees and other related parties to the extent they invest in a given fund, invest directly into the feeder funds. These feeder funds are typically limited partnerships or limited companies that hold direct or indirect interests in a master fund. The master fund, together with its subsidiaries, is the primary investment vehicle for its feeder funds. The Company generally collects its management fees and incentive income from the feeder funds or wholly owned subsidiaries of the feeder funds (“intermediate funds”), and does not collect any management fees or incentive income directly from the master funds. However, the Company also organizes certain funds (e.g. its real estate funds and certain credit funds) without the use of a master-feeder structure. These are typically organized as limited partnerships, in which the Company is the general partner and collects management fees and incentive income directly from these entities; however, for the real estate funds the Company collects management fees directly from the funds’ investors. |
The determination of whether a fund is a VIE or a VOE is based on the facts and circumstances for each individual fund in accordance with the guidelines described above. |
|
Funds that are VIEs |
|
Funds that the Company has determined to be VIEs are generally limited partnerships in which the Company serves as general partner but lacks a substantive equity investment and fund investors (i.e. the limited partners) do not have the substantive ability to remove the Company as general partner. In addition, limited companies in which the Company is the investment manager with decision-making rights and fund investors (i.e. the limited company shareholders) lack the substantive ability to remove the Company as the decision maker by a simple majority vote of the unrelated shareholders of the respective fund are also VIEs. As a result, the fund investors are deemed to lack the characteristics of a controlling financial interest, and therefore, the entity is a VIE. In addition, the lack of removal rights results in the Company’s management fees and incentive income being considered a variable interest when determining the primary beneficiary of a VIE. Finally, the Company’s CLOs are also VIEs since they lack sufficient equity at risk to finance their expected activities without additional subordinated financial support from other parties, as these entities are financed through senior and subordinated notes. |
The following types of funds are generally VIEs and not consolidated by the Company: (i) master funds, where the Company lacks a variable interest. In these cases, the Company has no direct interest in the master fund. All management fees and incentive income related to these funds are collected from the related but separate feeder funds; (ii) intermediate funds, where the Company’s only variable interest in these entities is limited to the collection of management fees and incentive income. The majority of the expected losses and returns of these VIEs, which are subject to the deferral discussed above, flow through to the related feeder funds that wholly own these intermediate funds; and (iii) other funds, where the Company’s only interest is limited to the collection of management fees and incentive income. The majority of the expected losses and returns of these VIEs, which are subject to the deferral discussed above, flow through to a single investor. |
The types of funds that are VIEs and consolidated by the Company generally include certain real estate and credit funds that qualify for the deferral above, and in which the following factors are present: (i) the Company does not have a substantive equity investment; (ii) fund investors lack substantive rights to remove the Company as general partner; (iii) investors in these funds are related parties of the Company, and therefore their interests when combined with the Company results in the Company and its related party group absorbing the majority of the expected losses and returns of these VIEs (these related parties include the Company’s executive managing directors, as well as fund investors who lack the ability to redeem their investments without the Company’s consent); and (iv) no single investor is expected to absorb a majority of the economics of the entity. Additionally, the Company consolidates the CLOs it manages, which do not qualify for the deferral discussed above. The Company has the power to direct the activities of each CLO that most significantly impact the CLO’s economic performance, and the Company has the right to receive benefits from the CLO in the form of management fees and incentive income that could potentially be significant to the CLO. See Note 6 for additional information regarding the Company’s CLOs. |
|
Funds that are VOEs |
|
Funds that the Company has determined to be VOEs are generally limited partnerships in which the Company or its executive managing directors have a substantive equity investment in the entity, or in which fund investors (i.e. the limited partners) have the substantive ability to remove the Company as general partner by a simple majority vote of the unrelated investors of the respective fund. Limited companies in which the Company is the investment manager with decision-making rights and the fund investors (i.e. the limited company shareholders) have the substantive ability to remove the Company as decision maker by a simple majority vote of the unrelated investors of the respective fund are also VOEs. As a result, the fund investors are deemed to have the characteristics of a controlling financial interest, and therefore, the entity is a VOE. |
The types of funds that are VOEs and not consolidated by the Company are generally the feeder funds for the Company’s multi-strategy funds, as fund investors in these entities have been granted substantive removal rights. |
The types of funds that are VOEs and consolidated by the Company include certain real estate and credit funds in which the Company has a substantive equity investment and fund investors lack substantive removal rights. |
Allocations of Och-Ziff Operating Group Earnings (Losses) and Capital |
Earnings (losses) of the Och-Ziff Operating Group are allocated on a pro rata basis between the Och-Ziff Operating Group A Units, which interests are reflected within net income (loss) allocated to noncontrolling interests, and Och-Ziff Operating Group B Units, which interests are reflected within net income (loss) allocated to Class A Shareholders, in the consolidated statements of comprehensive income (loss). |
Paid-in capital of the Och-Ziff Operating Group is allocated pro rata between the Och-Ziff Operating Group A Units, which interest is reflected within noncontrolling interests, and Och-Ziff Operating Group B Units, which interest is reflected within the Company’s paid-in capital, in the consolidated balance sheets. As a result, increases in the Och-Ziff Operating Group’s paid-in capital resulting from the amortization of equity-based compensation and Reorganization expenses is allocated pro rata between noncontrolling interests and the Company’s paid-in capital. |
See Note 3 for additional information regarding the Company’s interest in the Och-Ziff Operating Group. |
Noncontrolling Interests and Appropriated Retained Earnings (Deficit) |
In addition to the executive managing directors’ and the Ziff’s interests in the Och-Ziff Operating Group discussed above, the Company also consolidates certain funds in which noncontrolling interests are present. The Company generally has little or no direct ownership in these funds. Amounts relating to fund investors’ interests in these funds are presented as noncontrolling interests in the consolidated balance sheets. Allocations of profits and losses to these interests are reflected within net income (loss) allocated to noncontrolling interests in the consolidated statements of comprehensive income (loss). Investors in these funds presented within noncontrolling interests are generally not able to redeem their interests until the fund liquidates or is otherwise wound-up. |
Additionally, the Company consolidates a credit-focused hedge fund that it manages, wherein investors are able to redeem their interests after an initial lock-up period of one to three years. Amounts relating to these fund investors’ interests in the fund are presented as redeemable noncontrolling interests in the consolidated balance sheets. Allocations of profits and losses to these interests are reflected within net income (loss) allocated to redeemable noncontrolling interests in the consolidated statements of comprehensive income (loss). |
Upon initial consolidation of a CLO, the Company has elected the fair value option for the notes payable of the consolidated CLOs. The recognition of the initial difference between the fair value of assets and liabilities of consolidated CLOs is treated as an adjustment to appropriated retained earnings (deficit). Net changes in the fair value of consolidated CLO assets and liabilities and related income and expenses are allocated to noncontrolling interests in the statements of comprehensive income (loss). These allocations are then reclassified from noncontrolling interests to appropriated retained earnings (deficit) in the consolidated balance sheets. Such amounts are reclassified since the holders of each CLO’s beneficial interests, as opposed to the Company, receive the benefits or absorb the losses of the CLO’s assets. |
See Note 3 for additional information regarding noncontrolling interests. |
Revenue Recognition Policies |
The Company has two principal sources of revenues: management fees and incentive income. These revenues are derived from the Company’s agreements with the Och-Ziff funds. The agreements are automatically renewed on an annual basis unless the agreements are terminated by the general partner or directors of the respective funds. Certain investments held by employees, executive managing directors and other related parties in the Och-Ziff funds are not subject to management fees or incentive income charges. See Note 14 for additional information regarding these waived fees. |
Management Fees |
Management fees for the Company’s hedge funds typically range from 1.5% to 2.5% annually of assets under management in these funds. For the Company’s credit funds and real estate funds, management fees typically range from 0.75% to 1.5% annually based on either the net asset value of these funds or on the amount of capital committed to these platforms by its fund investors. Management fees for the Company’s CLOs are generally 0.50% based on the par value of the collateral and cash held in the CLOs. |
Management fees are recognized over the period during which the related services are performed. Management fees are generally calculated and paid to the Company on a quarterly basis in advance, based on the amount of assets under management at the beginning of the quarter. Management fees are prorated for capital inflows and redemptions during the quarter. Accordingly, changes in the Company’s management fee revenues from quarter to quarter are driven by changes in the quarterly opening balances of assets under management, the relative magnitude and timing of inflows and redemptions during the respective quarter, as well as the impact of differing management fee rates charged on those inflows and redemptions. |
Incentive Income |
The Company earns incentive income based on the performance of the Och-Ziff funds. Incentive income is typically equal to 20% of the net realized and unrealized profits attributable to each fund investor, but it excludes unrealized gains and losses attributable to investments that the Company, as investment manager, believes lack a readily ascertainable market value, are illiquid or should be held until the resolution of a special event or circumstance (“Special Investments”). |
For funds that the Company consolidates, including its real estate funds, certain credit funds and certain other funds, incentive income is recognized by allocating a portion of the net income of the consolidated Och-Ziff funds to the Company rather than to the fund investors (noncontrolling interests). Incentive income allocated to the Company is not reflected as incentive income in consolidated revenues, as these amounts are eliminated in consolidation. The allocation of incentive income to the Company is based on the contractual terms of the relevant fund agreements. As a result, the Company may recognize earnings related to its incentive income allocation from the consolidated Och-Ziff funds prior to the end of their respective performance measurement periods, and therefore it may recognize earnings that are subject to clawback to the extent a consolidated fund generates subsequent losses. |
For the funds that the Company does not consolidate, incentive income is not recognized until the end of the applicable performance measurement period when the amounts are contractually payable, or “crystallized.” Additionally, all of the Company’s hedge funds are subject to a perpetual loss carry forward, or perpetual “high-water mark,” meaning the Company will not be able to earn incentive income with respect to positive investment performance generated for a fund investor in any year following negative investment performance until that loss is recouped, at which point a fund investor’s investment surpasses the high-water mark. The Company earns incentive income on any net profits in excess of the high-water mark. |
The performance measurement period for most of the Company’s assets under management is on a calendar-year basis, and therefore incentive income is generally crystallized annually on December 31. The Company may also recognize incentive income related to fund investor redemptions at other times during the year. Additionally, the Company may recognize a material amount of incentive income during the year related to assets subject to three-year performance measurement periods for which the measurement period has expired (including the rollover of a portion of these assets into one-year measurement periods upon the conclusion of the initial three-year measurement period), as well as assets in certain of its credit funds and certain other funds it manages, which typically have measurement periods beyond one year. The Company may also recognize incentive income for tax distributions related to these assets. Tax distributions are amounts distributed to the Company to cover tax liabilities related to incentive income that has been accrued at the fund level but will not be recognized until the end of the relevant performance measurement period (if at all). |
As of December 31, 2013, the performance measurement periods with respect to approximately $10.6 billion, or 26.4%, of the Company’s assets under management were longer than one year. These assets under management include assets subject to three-year performance measurement periods in the OZ Master Fund and other multi-strategy funds, as well as assets in the Company’s credit funds, CLOs, real estate funds and other alternative investment vehicles it manages. Incentive income related to these assets is based on the cumulative investment performance over a specified measurement period (in the case of CLOs, based on the excess cash flows available to the holders of the subordinated notes), and, to the extent a fund is not consolidated, is not earned until it is no longer subject to repayment to the respective fund. The Company’s ability to earn incentive income on these longer-term assets is also subject to hurdle rates whereby the Company does not earn any incentive income until the investment returns exceed an agreed upon benchmark. However, for a portion of these assets subject to hurdle rates, once the investment performance has exceeded the hurdle rate, the Company may receive a preferential “catch-up” allocation, resulting in a potential recognition to the Company of a full 20% of the net profits attributable to investors in these assets. |
Other Revenues |
Other revenues consist primarily of interest income earned on the Company’s cash and cash equivalents and revenue related to non-business use of the corporate aircraft by Mr. Och. Interest income is recognized on an accrual basis when earned. Revenues earned from non-business use of the corporate aircraft are recognized on an accrual basis based on actual flight hours. See Note 14 for additional information regarding non-business use of the corporate aircraft. |
Compensation and Benefits |
Compensation and benefits is comprised of salaries, benefits, payroll taxes, and discretionary and guaranteed cash bonus expense. The Company generally recognizes compensation and benefits expenses over the related service period. On an annual basis, compensation and benefits comprise a significant portion of total expenses, with discretionary cash bonuses generally comprising a significant portion of total compensation and benefits. These cash bonuses are based on total annual revenues, which are significantly influenced by the amount of incentive income the Company earns in the year. Annual discretionary cash bonuses are generally determined and expensed in the fourth quarter each year. |
Och-Ziff Operating Group D Units |
The Och-Ziff Operating Group D Units are not considered equity under GAAP and no equity-based compensation expense is recognized related to these units when they are granted. Distributions to holders of Och-Ziff Operating Group D Units are included within compensation and benefits in the consolidated statements of comprehensive income (loss). These distributions are accrued in the quarter in which the related income was earned and are paid out the following quarter at the same time distributions on the Och-Ziff Operating Group A Units and dividends on the Company’s Class A Shares are paid. |
Profit-Sharing Arrangements |
The Company also has profit-sharing arrangements whereby certain employees or executive managing directors are entitled to a share of incentive income distributed by certain funds. This incentive income is typically paid to the Company and a portion paid to the participant as investments held by these funds are realized. The Company defers the recognition of any portion of this incentive income to the extent it is subject to clawback and relates to a fund that is not consolidated. See “—Incentive Income” above. To the extent that the payments to the employees or executive managing directors are probable and reasonably estimable, the Company accrues these payments as compensation expense for GAAP purposes, which may occur prior to the recognition of the related incentive income. |
Equity-Based Compensation |
Compensation expense related to equity-based payments is based on the grant-date fair value and recognized on a straight-line basis over the requisite service period for awards with both cliff vesting and graded vesting. An estimated forfeiture assumption is based on current and historical information and is reviewed periodically for any necessary adjustments. A change in the forfeiture assumption is recognized in the period in which such change occurs. See Note 10 for additional information on the Company’s equity-based compensation plan. |
Partner Incentive Plan |
In August 2012, upon the recommendation and approval of the Compensation Committee of the Board, the Board approved The Och-Ziff Capital Management Group LLC 2012 Partner Incentive Plan (the “PIP”) in order to further the retention of its executive managing directors. Mr. Och will not participate in the PIP, but will continue to participate in the Company’s profits solely through distributions from his existing equity ownership stake. |
Under the terms of the PIP, certain executive managing directors at the time of the IPO may be eligible to receive discretionary cash awards and discretionary grants of Och-Ziff Operating Group D Units over a five-year period that commenced in 2013. Each year, an aggregate of up to 2,770,749 Och-Ziff Operating Group D Units may be granted under the PIP to the participating executive managing directors, for an aggregate of up to 13,853,745 over the five-year period if a determination is made each year to award the maximum number of units. Aggregate discretionary cash awards under the PIP for each year will be capped at 10% of the Company’s incentive income earned during that year, up to a maximum aggregate amount of $39.6 million. The participating executive managing directors, collectively, may receive a maximum aggregate amount of up to $197.8 million over the five-year period if the Company earns enough incentive income each year and if a determination is made each year to award the maximum amount. In 2013, the Company granted 2,770,749 Och-Ziff Operating Group D Units and aggregate cash awards of $39.6 million to participating executive managing directors under the PIP. |
Reorganization Expenses |
Reorganization expenses relate to the amortization of Och-Ziff Operating Group A Units held by the Company’s executive managing directors that were issued in connection with the Reorganization. See Note 10 for additional information. |
Income Taxes |
Deferred income tax assets and liabilities resulting from temporary differences between the GAAP and tax bases of assets and liabilities are measured at the balance sheet date using enacted income tax rates expected to apply to taxable income in the years the temporary differences are expected to reverse. The Company offsets deferred income tax assets and liabilities for presentation in its consolidated balance sheets when such assets and liabilities are within the same legal entity and related to the same taxing jurisdiction. |
The realization of deferred income tax assets depends upon the existence of sufficient taxable income within the carryback or carryforward periods under the tax law in the applicable tax jurisdiction. A valuation allowance is established when management determines, based on available information, that it is more likely than not that deferred income tax assets will not be realized. Significant judgment is required in determining whether a valuation allowance should be established, as well as the amount of such allowance. |
Future events such as changes in tax legislation could have an impact on the provision for income taxes and the effective income tax rate. Any such changes could significantly affect the amounts reported in the consolidated financial statements in the year these changes occur. |
The Company records interest and penalties related to income taxes within income taxes in the consolidated statements of comprehensive income (loss). |
Cash and Cash Equivalents |
The Company considers all highly liquid investments that have an original maturity from the date of purchase of three months or less to be cash equivalents. Cash equivalents are recorded at amortized cost plus accrued interest. As of December 31, 2013, substantially all of the Company’s cash and cash equivalents were held with one major financial institution, and therefore exposes the Company to a certain degree of credit risk. The Company records cash and cash equivalents of the consolidated Och-Ziff funds held at prime brokers within other assets of Och-Ziff funds in the consolidated balance sheets. |
Fixed Assets |
Fixed assets consist of a corporate aircraft, leasehold improvements, computer hardware and software, furniture, fixtures and office equipment. Fixed assets are recorded at cost less accumulated depreciation and amortization within other assets, net in the consolidated balance sheets. The Company evaluates fixed assets for impairment whenever events or changes in circumstances indicate that an asset’s carrying value may not be fully recovered. Depreciation and amortization of fixed assets are calculated using the straight-line method over the following depreciable lives: fifteen years for the corporate aircraft, the shorter of the related lease term or expected useful life for leasehold improvements and three to seven years for all other fixed assets. |
Goodwill and Other Intangible Assets |
Goodwill and other intangible assets are included within other assets, net in the Company’s consolidated balance sheets and relate to the Company’s 2007 acquisition of an additional 25% interest in its domestic real estate operations from one of its joint venture partners. The Company tests goodwill for impairment on an annual basis or more frequently if events or circumstances justify conducting an interim test. Intangible assets, which are being amortized through 2016, relate to management agreements the Company has with the domestic real estate funds and the Company’s rights to future earnings related to the real estate business. The estimated future annual amortization expense related to these intangible assets is expected to be approximately $748 thousand through 2015 and $613 thousand in 2016. Amortization expense related to these intangible assets of $748 thousand, $751 thousand and $748 thousand was incurred for the years ended December 31, 2013, 2012 and 2011, respectively, and is included within general, administrative and other in the consolidated statements of comprehensive income (loss). |
Foreign Currency |
The functional currency of each of the Company’s consolidated subsidiaries is the U.S. dollar. Monetary assets and liabilities denominated in foreign currencies are translated into U.S. dollars at the closing rates of exchange on the balance sheet date. Transaction gains and losses are recorded as other expenses within general, administrative and other in the consolidated statements of comprehensive income (loss). |
Policies of Consolidated Och-Ziff Funds |
Certain Och-Ziff funds in which the Company has only minor ownership interests, if any, are included in the Company’s consolidated financial statements. The majority ownership interests in these funds are held by the investors in the funds, and these interests are reflected within noncontrolling interests in the consolidated balance sheets. The management fees and incentive income from the consolidated Och-Ziff funds are eliminated in consolidation (except for management fees from certain funds, whereby such fees are paid directly to the Company by the fund investors); however, the Company’s share of the earnings from these funds is increased by the amount of the eliminated management fees and incentive income. |
The Och-Ziff funds are considered investment companies for GAAP purposes. Pursuant to specialized accounting guidance for investment companies and the retention of that guidance in the Company’s consolidated financial statements, the investments held by the consolidated Och-Ziff funds’ are reflected in the consolidated financial statements at their estimated fair values. As discussed above, the Company has elected the fair value option for the notes payable of its consolidated CLOs. |
Income of Consolidated Och-Ziff Funds |
Income of consolidated Och-Ziff funds consists of interest income, dividend income and other miscellaneous items. Interest income is recorded on an accrual basis. The consolidated Och-Ziff funds may place debt obligations, including bank debt and other participation interests, on non-accrual status and, when necessary, reduce current interest income by charging off any interest receivable when collection of all or a portion of such accrued interest has become doubtful. The balance of non-accrual investments as of December 31, 2013 and 2012, and the impact of such investments for the years ended December 31, 2013, 2012 and 2011, were not significant. Dividend income is recorded on the ex-dividend date, net of withholding taxes, if applicable. |
Expenses of Consolidated Och-Ziff Funds |
Expenses of consolidated Och-Ziff funds consist of interest expense and other miscellaneous expenses. Interest expense is recorded on an accrual basis. |
Investments, at Fair Value |
Investments, at fair value include the consolidated Och-Ziff funds’ investments in securities, investment companies and other investments. Securities transactions are recorded on a trade-date basis. Realized gains and losses on sales of investments of the Och-Ziff funds are determined on a specific identification basis and are included within net gains of consolidated Och-Ziff funds in the consolidated statements of comprehensive income (loss). Premiums and discounts are amortized and accreted, respectively, to income of consolidated Och-Ziff funds in the consolidated statements of comprehensive income (loss). |
The fair value of investments held by the consolidated Och-Ziff funds is based on observable market prices when available. Such values are generally based on the last reported sales price as of the reporting date. In the absence of readily ascertainable market values, the determination of the fair value of investments held by the consolidated Och-Ziff funds may require significant judgment or estimation. For information regarding the valuation of these assets, see Note 4. |
Securities Sold Under Agreements to Repurchase |
Securities sold under agreements to repurchase (“repurchase agreements”) by the consolidated Och-Ziff funds are accounted for as collateralized financing transactions. The funds provide securities to counterparties to collateralize amounts borrowed under repurchase agreements on terms that permit the counterparties to repledge or resell the securities to others. Cash borrowed by the funds is included within securities sold under agreements to repurchase in the consolidated balance sheets. The fair value of securities transferred to counterparties under such agreements totaled $422.1 million and $358.7 million as of December 31, 2013 and 2012, respectively, and are included in investments, at fair value in the consolidated balance sheets. Interest expense incurred on these transactions is included within expenses of consolidated Och-Ziff funds in the consolidated statements of comprehensive income (loss). |
Notes Payable of Consolidated CLOs, at Fair Value |
The Company has elected the fair value option for the senior secured and subordinated notes payable of consolidated CLOs. The Company has elected the fair value option for the notes payable of the consolidated CLOs to mitigate accounting mismatches between the carrying values of the assets and liabilities of the CLOs. Changes in fair value of the notes are included within net gains of consolidated Och-Ziff funds in the consolidated statements of comprehensive income (loss). |
Recently Adopted Accounting Pronouncements |
In December 2011, the FASB issued ASU 2011-11, Disclosures about Offsetting Assets and Liabilities. ASU 2011-11, as clarified by ASC 2013-01, Clarifying the Scope of Disclosures about Offsetting Assets and Liabilities, requires entities to disclose both gross and net information about derivative instruments, repurchase and reverse-repurchase agreements, and securities borrowing and lending transactions that are either (i) offset in the balance sheet, or (ii) subject to an enforceable master netting arrangement or similar arrangement, irrespective of whether they are offset in the balance sheet. In addition, ASU 2011-11 requires disclosure of collateral received and posted in connection with master netting agreements or similar arrangements. The requirements of ASU 2011-11 were effective for the Company beginning in the first quarter of 2013. The adoption of ASU 2011-11 did not have any impact on the Company’s financial position or results of operations, as ASU 2011-11 only affects disclosures about offsetting. No changes were made to the existing guidance on the offsetting of assets and liabilities in the Company’s balance sheet. |
Future Adoption of Accounting Pronouncements |
In June 2013, the FASB issued ASU 2013-08, Financial Services—Investment Companies. ASU 2013-08 provides clarifying guidance to determine if an entity qualifies as an investment company. ASU 2013-08 also requires an investment company to measure noncontrolling interests in other investment companies at fair value. The following disclosures will also be required upon adoption of ASU 2013-08: (i) whether an entity is an investment company and is applying the accounting and reporting guidance for investment companies; (ii) information about changes, if any, in an entity’s status as an investment company; and (iii) information about financial support provided or contractually required to be provided by an investment company to any of its investees. The requirements of ASU 2013-08 are effective for the Company beginning in the first quarter of 2014. The Company is currently evaluating the impact, if any, that these updates will have on its financial condition or results of operations. |