Exhibit 99.2
“Apollo Operating Group” refers collectively to Apollo Principal Holdings I, L.P., Apollo Principal Holdings II, L.P., Apollo Principal Holdings III, L.P., Apollo Principal Holdings IV, L.P., Apollo Principal Holdings V, L.P., Apollo Principal Holdings VI, L.P., Apollo Principal Holdings VII, L.P., Apollo Principal Holdings VIII, L.P., Apollo Principal Holdings IX, L.P., AMH Holdings (Cayman), L.P. and Apollo Management Holdings, L.P., and “we,” “us” and “our” refer collectively to the Apollo Operating Group and their respective subsidiaries;
SUMMARY HISTORICAL AND OTHER DATA
The following summary historical consolidated financial and other data of Apollo Global Management, LLC should be read together with “Selected Financial Data,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and the historical consolidated financial statements and related notes included in its 2013 Annual Report, and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and the historical unaudited condensed consolidated financial statements and related notes included in its First Quarter 10-Q, each of which are incorporated by reference herein.
We derived the summary historical consolidated statements of operations data of Apollo Global Management, LLC for the years ended December 31, 2011, 2012 and 2013 and the summary historical consolidated statements of financial condition data as of December 31, 2012 and 2013 from Apollo Global Management, LLC’s consolidated financial statements included in its 2013 Annual Report, which is incorporated by reference herein. The summary historical consolidated statements of operations data of Apollo Global Management, LLC for the three month periods ended March 31, 2013 and 2014 are derived from and should be read in conjunction with Apollo Global Management, LLC’s unaudited condensed consolidated financial statements, included in its First Quarter 10-Q, which is incorporated by reference herein.Apollo Global Management, LLC will not guarantee the notes. The Apollo Operating Group does not report audited or unaudited financial information on a stand-alone basis. Accordingly, the financial data of the Apollo Operating Group has been reconciled to Apollo Global Management, LLC’s financial statements for the relevant periods, see “Unaudited Reconciliation of Financial Data.” The selected non-GAAP financial metrics noted below have not been presented in the above mentioned historical consolidated financial statements.
| | | | | | | | | | | | | | | | | | | | |
| | Year Ended December 31, | | | Three Months Ended March 31, | |
| | 2011 | | | 2012 | | | 2013 | | | 2013 | | | 2014 | |
| | (in thousands, except per share data) | |
Statement of Operations Data | | | | | | | | | | | | | | | | | | | | |
Revenues: | | | | | | | | | | | | | | | | | | | | |
Advisory and transaction fees from affiliates, net | | $ | 81,953 | | | $ | 149,544 | | | $ | 196,562 | | | $ | 47,419 | | | $ | 116,065 | |
Management fees from affiliates | | | 487,559 | | | | 580,603 | | | | 674,634 | | | | 150,447 | | | | 209,791 | |
Carried interest (loss) income from affiliates | | | (397,880 | ) | | | 2,129,818 | | | | 2,862,375 | | | | 1,111,207 | | | | 165,544 | |
| | | | | | | | | | | | | | | | | | | | |
Total Revenues | | | 171,632 | | | | 2,859,965 | | | | 3,733,571 | | | | 1,309,073 | | | | 491,400 | |
| | | | | | | | | | | | | | | | | | | | |
Expenses: | | | | | | | | | | | | | | | | | | | | |
Compensation and benefits: | | | | | | | | | | | | | | | | | | | | |
Equity-based compensation | | | 1,149,753 | | | | 598,654 | | | | 126,227 | | | | 45,286 | | | | 58,978 | |
Salary, bonus and benefits | | | 251,095 | | | | 274,574 | | | | 294,753 | | | | 73,396 | | | | 80,530 | |
Profit sharing expense | | | (60,070 | ) | | | 872,133 | | | | 1,173,255 | | | | 423,620 | | | | 103,959 | |
| | | | | | | | | | | | | | | | | | | | |
Total Compensation and Benefits | | | 1,340,778 | | | | 1,745,361 | | | | 1,594,235 | | | | 542,302 | | | | 243,467 | |
Interest expense | | | 40,850 | | | | 37,116 | | | | 29,260 | | | | 7,518 | | | | 3,114 | |
Professional fees | | | 59,277 | | | | 64,682 | | | | 83,407 | | | | 16,060 | | | | 19,452 | |
General, administrative and other | | | 75,558 | | | | 87,961 | | | | 98,202 | | | | 22,941 | | | | 24,678 | |
Placement fees | | | 3,911 | | | | 22,271 | | | | 42,424 | | | | 9,358 | | | | 1,786 | |
Occupancy | | | 35,816 | | | | 37,218 | | | | 39,946 | | | | 9,805 | | | | 9,903 | |
Depreciation and amortization | | | 26,260 | | | | 53,236 | | | | 54,241 | | | | 14,618 | | | | 11,719 | |
| | | | | | | | | | | | | | | | | | | | |
Total Expenses | | | 1,582,450 | | | | 2,047,845 | | | | 1,941,715 | | | | 622,602 | | | | 314,119 | |
| | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | |
| | Year Ended December 31, | | | Three Months Ended March 31, | |
| | 2011 | | | 2012 | | | 2013 | | | 2013 | | | 2014 | |
| | (in thousands, except per share data) | |
Other Income: | | | | | | | | | | | | | | | | | | | | |
Net (losses) gains from investment activities | | $ | (129,827 | ) | | $ | 288,244 | | | $ | 330,235 | | | $ | 52,133 | | | $ | 223,408 | |
Net gains (losses) from investment activities of consolidated variable interest entities | | | 24,201 | | | | (71,704 | ) | | | 199,742 | | | | 47,861 | | | | 47,735 | |
Income from equity method investments | | | 13,923 | | | | 110,173 | | | | 107,350 | | | | 27,790 | | | | 22,910 | |
Interest income | | | 4,731 | | | | 9,693 | | | | 12,266 | | | | 3,091 | | | | 3,328 | |
Other income, net | | | 205,520 | | | | 1,964,679 | | | | 40,114 | | | | 1,298 | | | | 17,531 | |
| | | | | | | | | | | | | | | | | | | | |
Total Other Income | | | 118,548 | | | | 2,301,085 | | | | 689,707 | | | | 132,173 | | | | 314,912 | |
| | | | | | | | | | | | | | | | | | | | |
(Loss) Income Before Income Tax Provision | | | (1,292,270 | ) | | | 3,113,205 | | | | 2,481,563 | | | | 818,644 | | | | 492,193 | |
Income tax provision | | | (11,929 | ) | | | (65,410 | ) | | | (107,569 | ) | | | (18,579 | ) | | | (32,549 | ) |
| | | | | | | | | | | | | | | | | | | | |
Net (Loss) Income | | | (1,304,199 | ) | | | 3,047,795 | | | | 2,373,994 | | | | 800,065 | | | | 459,644 | |
Net loss (income) attributable to Non-Controlling Interests(1)(2) | | | 835,373 | | | | (2,736,838 | ) | | | (1,714,603 | ) | | | (551,087 | ) | | | (387,475 | ) |
| | | | | | | | | | | | | | | | | | | | |
Net (Loss) Income Attributable to Apollo Global Management, LLC | | $ | (468,826 | ) | | $ | 310,957 | | | $ | 659,391 | | | $ | 248,978 | | | $ | 72,169 | |
| | | | | | | | | | | | | | | | | | | | |
Net (Loss) Income Per Class A Share—Basic | | $ | (4.18 | ) | | $ | 2.06 | | | $ | 4.06 | | | $ | 1.60 | | | $ | 0.32 | |
| | | | | | | | | | | | | | | | | | | | |
Net (Loss) Income Per Class A Share—Diluted | | $ | (4.18 | ) | | $ | 2.06 | | | $ | 4.03 | | | $ | 1.59 | | | $ | 0.32 | |
| | | | | | | | | | | | | | | | | | | | |
Statement of Operations Data | | | | | | | | | | | | | | | | | | | | |
Total assets | | $ | 7,975,873 | | | $ | 20,636,858 | | | $ | 22,477,981 | | | $ | 21,289,337 | | | $ | 22,912,382 | |
Debt (excluding obligations of consolidated variable interest entities) | | | 738,516 | | | | 737,818 | | | | 750,000 | | | | 737,711 | | | | 750,000 | |
Debt obligations of consolidated variable interest entities | | | 3,189,837 | | | | 11,834,955 | | | | 12,423,962 | | | | 11,347,332 | | | | 12,528,255 | |
Total shareholders’ equity | | | 2,648,321 | | | | 5,703,383 | | | | 6,688,722 | | | | 6,175,701 | | | | 6,786,922 | |
Total Non-Controlling Interests | | | 1,921,920 | | | | 3,036,565 | | | | 4,051,453 | | | | 3,417,330 | | | | 4,273,295 | |
| |
Other Data | | | (in millions) | |
Fee-generating assets under management | | $ | 58,121 | | | $ | 81,934 | | | $ | 128,368 | | | $ | 81,633 | | | $ | 128,537 | |
Total assets under management | | | 75,222 | | | | 113,379 | | | | 161,177 | | | | 114,269 | | | | 159,326 | |
| | | | | | | | | | | | | | | | |
Selected Non-GAAP Financial Metrics(3) | | Year Ended December 31, | | | Last twelve months ended March 31, 2014 | |
| | 2011 | | | 2012 | | | 2013 | | |
| | (in thousands, except ratios) | |
Economic Net (Loss) Income | | $ | (300,500 | ) | | $ | 1,634,445 | | | $ | 2,127,651 | | | $ | 1,604,424 | |
Fee-related EBITDA | | | 196,583 | | | | 339,266 | | | | 437,493 | | | | 559,632 | |
Fee-related EBITDA+100% of net realized carried interest | | | 530,821 | | | | 890,453 | | | | 1,915,940 | | | | 2,103,252 | |
Ratio of Fee-related EBITDA to interest expense | | | 4.8x | | | | 9.1x | | | | 15.1x | | | | 22.5x | |
Ratio of Fee-related EBITDA+100% of net realized carried interest to interest expense | | | 13.0x | | | | 24.0x | | | | 66.0x | | | | 84.1x | |
Ratio of debt / fee-related EBITDA | | | 3.8x | | | | 2.2x | | | | 1.7x | | | | 1.3x | |
Ratio of debt / fee-related EBITDA+100% of net realized carried interest | | | 1.4x | | | | 0.8x | | | | 0.4x | | | | 0.4x | |
(1) | Reflects Non-Controlling Interests attributable to AAA, consolidated variable interest entities and the remaining interests held by certain individuals who receive an allocation of income from certain of Apollo’s credit management companies. |
(2) | Reflects the Non-Controlling Interests in the net (loss) income of the Apollo Operating Group relating to the units held by our Managing Partners and Contributing Partners after the 2007 reorganization which is calculated by applying the ownership percentage of Holdings in the Apollo Operating Group. |
(3) | Economic Net Income (“ENI”), Fee-related EBITDA and Fee Related EBITDA + 100% of net realized carried interest are non-GAAP key performance measures used by management in evaluating the performance of Apollo’s private equity, credit and real estate segments. These measures should not be construed as an alternative to net income /(loss) attributable to Apollo Global Management, LLC as an indicator of operating performance or as an alternative to cash flow provided by operating activities as a measure of liquidity (as determined in accordance with GAAP). Management also believes the components of ENI and net realized carried interest such as the amount of management fees, advisory and transaction fees and carried interest income are indicative of Apollo’s performance. These measures of profitability have important limitations as analytical tools in that they do not take into account certain items included under GAAP, and you should not consider them in isolation or as substitutes for analysis of Apollo’s results as reported under GAAP. Because of these limitations, Apollo Global Management, LLC relies primarily on its GAAP results and uses Economic Net Income, Fee-related EBITDA and Fee Related EBITDA + 100% of net realized carried interest only supplementally. |
| ENI represents segment income (loss) attributable to Apollo Global Management, LLC, which excludes the impact of non-cash charges related to restricted share units (“RSUs”) granted in connection with the 2007 private placement and amortization of Apollo Operating Group units, income tax expense, amortization of intangibles associated with the 2007 reorganization as well as acquisitions and Non-Controlling Interests excluding the remaining interest held by certain individuals who receive an allocation of income from certain of Apollo’s credit management companies. In addition, segment data excludes the assets, liabilities and operating results of the consolidated funds and variable interest entities that are included in the consolidated financial statements. Refer to “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Managing Business Performance” included in Apollo Global Management, LLC’s 2013 Annual Report and “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Managing Business Performance” included in the First Quarter 10-Q, each of which is incorporated by reference herein, for a more comprehensive explanation of how ENI is used to manage and evaluate Apollo’s business. |
| Fee-related EBITDA represents Management business ENI (Pre-tax), with amounts for equity–based compensation, interest expense and depreciation and amortization added to Management business ENI. This performance measure is used as a proxy for operating results which Apollo Global Management, LLC uses to compare to its current and potential debt service. |
| Fee-related EBITDA plus realized carried interest less realized profit sharing (referred to as “fee-related EBITDA +100% of net realized carried interest”) is a performance measure used as a proxy for operating results of the management business combined with incentive business performance which Apollo Global Management, LLC uses to compare its current and potential debt service. |
Set forth below is a reconciliation of net (loss)/income attributable to Apollo Global Management, LLC to ENI, Fee-related EBITDA and Fee Related EBITDA + 100% of net realized carried interest:
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| | Year Ended December 31, | |
| | 2011 | | | 2012 | | | 2013 | |
| | (in thousands) | |
Advisory and transaction fees from affiliates, net | | $ | 82,310 | | | $ | 150,044 | | | $ | 196,562 | |
Management fees from affiliates | | | 490,191 | | | | 623,041 | | | | 730,702 | |
Carried interest income from affiliates | | | 44,540 | | | | 37,842 | | | | 36,922 | |
| | | | | | | | | | | | |
Total management business revenues | | | 617,041 | | | | 810,927 | | | | 964,186 | |
Compensation expense(a) | | | 319,267 | | | | 343,516 | | | | 361,094 | |
Equity-based compensation | | | 223,996 | | | | 256,632 | | | | 302,209 | |
Other income (loss and non-controlling interest) | | | 2,651 | | | | 12,202 | | | | 29,963 | |
| | | | | | | | | | | | |
Management business ENI- (Pre-tax) | | | 76,429 | | | | 222,981 | | | | 330,846 | |
Equity-based compensation(b) | | | 68,172 | | | | 68,942 | | | | 66,341 | |
Interest expense | | | 40,850 | | | | 37,116 | | | | 29,260 | |
Depreciation and amortization(c) | | | 11,132 | | | | 10,227 | | | | 11,046 | |
| | | | | | | | | | | | |
Fee-related EBITDA | | | 196,583 | | | | 339,266 | | | | 437,493 | |
Total realized carried interest | | | 644,653 | | | | 997,222 | | | | 2,456,404 | |
Total realized profit sharing expense | | | 310,415 | | | | 446,035 | | | | 977,957 | |
Net realized carried interest | | | 334,238 | | | | 551,187 | | | | 1,478,447 | |
| | | | | | | | | | | | |
Fee related EBITDA + 100% of net realized carried interest | | | 530,821 | | | | 890,453 | | | | 1,915,940 | |
Net unrealized carried interest | | | (716,115 | ) | | | 740,299 | | | | 207,537 | |
Net unrealized investment income | | | 4,948 | | | | 119,978 | | | | 110,821 | |
Net interest expense | | | (40,850 | ) | | | (37,116 | ) | | | (29,260 | ) |
Depreciation and amortization(c) | | | (11,132 | ) | | | (10,227 | ) | | | (11,046 | ) |
Equity-based compensation(b) | | | (68,172 | ) | | | (68,942 | ) | | | (66,341 | ) |
ENI tax provision(d)(e) | | | (21,141 | ) | | | (158,586 | ) | | | (238,300 | ) |
| | | | | | | | | | | | |
Economic net (loss) income (post-tax) | | | (321,641 | ) | | | 1,475,859 | | | | 1,889,351 | |
| | | | | | | | | | | | |
ENI tax provision(d)(e) | | | 21,141 | | | | 158,586 | | | | 238,300 | |
Income tax provision | | | (11,929 | ) | | | (65,410 | ) | | | (107,569 | ) |
Net loss (income) attributable to non-controlling interests in Apollo Operating Group | | | 940,312 | | | | (685,357 | ) | | | (1,257,650 | ) |
Charges related to equity-based compensation(f) | | | (1,081,581 | ) | | | (529,712 | ) | | | (59,847 | ) |
Amortization of intangible assets | | | (15,128 | ) | | | (43,009 | ) | | | (43,194 | ) |
| | | | | | | | | | | | |
Net (loss) income attributable to Apollo Global Management, LLC | | $ | (468,826 | ) | | $ | 310,957 | | | $ | 659,391 | |
| | | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
| | (1) Three months ended March 31, 2014 | | | (2) Three months ended March 31, 2013 | | | (3) Year ended December 31, 2013 | | | (1)-(2)+(3) Last twelve months ended March 31, 2014 | |
| | (in thousands) | |
Management business ENI- (Pre-tax) | | $ | 152,067 | | | $ | 66,040 | | | $ | 330,846 | | | $ | 416,873 | |
Equity-based compensation(b) | | | 58,137 | | | | 17,356 | | | | 66,341 | | | | 107,122 | |
Interest expense | | | 3,114 | | | | 7,518 | | | | 29,260 | | | | 24,856 | |
Depreciation and amortization(c) | | | 2,609 | | | | 2,874 | | | | 11,046 | | | | 10,781 | |
| | | | | | | | | | | | | | | | |
Fee-related EBITDA | | | 215,927 | | | | 93,788 | | | | 437,493 | | | | 559,632 | |
Total realized carried interest | | | 462,626 | | | | 345,210 | | | | 2,456,404 | | | | 2,573,820 | |
Total realized profit sharing expense | | | 203,088 | | | | 150,845 | | | | 977,957 | | | | 1,030,200 | |
Net realized carried interest | | | 259,538 | | | | 194,365 | | | | 1,478,447 | | | | 1,543,620 | |
| | | | | | | | | | | | | | | | |
Fee related EBITDA + 100% of net realized carried interest | | | 475,465 | | | | 288,153 | | | | 1,915,940 | | | | 2,103,252 | |
| | | | | | | | | | | | | | | | |
| | (1) Three months ended March 31, 2014 | | | (2) Three months ended March 31, 2013 | | | (3) Year ended December 31, 2013 | | | (1)-(2)+(3) Last twelve months ended March 31, 2014 | |
| | (in thousands) | |
Net unrealized carried interest | | $ | (202,702 | ) | | $ | 498,684 | | | $ | 207,537 | | | $ | (493,849 | ) |
Net unrealized investment income | | | 60,348 | | | | 33,389 | | | | 110,821 | | | | 137,780 | |
Net interest expense | | | (3,114 | ) | | | (7,518 | ) | | | (29,260 | ) | | | (24,856 | ) |
Depreciation and amortization(c) | | | (2,609 | ) | | | (2,874 | ) | | | (11,046 | ) | | | (10,781 | ) |
Equity-based compensation(b) | | | (58,137 | ) | | | (17,356 | ) | | | (66,341 | ) | | | (107,122 | ) |
ENI tax provision(d)(e) | | | (50,715 | ) | | | (28,769 | ) | | | (238,300 | ) | | | (238,300 | ) |
| | | | | | | | | | | | | | | | |
Economic net income (post-tax) | | | 218,536 | | | | 763,709 | | | | 1,889,351 | | | | 1,366,124 | |
ENI tax provision(d)(e) | | | 50,715 | | | | 28,769 | | | | 238,300 | | | | 238,300 | |
Income tax provision | | | (32,549 | ) | | | (18,579 | ) | | | (107,569 | ) | | | (121,539 | ) |
Net (income) attributable to non-controlling interests in Apollo Operating Group | | | (155,100 | ) | | | (485,246 | ) | | | (1,257,650 | ) | | | (927,504 | ) |
Charges related to equity-based compensation | | | (323 | ) | | | (27,930 | ) | | | (59,847 | ) | | | (32,240 | ) |
Amortization of intangible assets | | | (9,110 | ) | | | (11,745 | ) | | | (43,194 | ) | | | (40,559 | ) |
| | | | | | | | | | | | | | | | |
Net income attributable to Apollo Global Management, LLC | | $ | 72,169 | | | $ | 248,978 | | | $ | 659,391 | | | $ | 482,582 | |
| | | | | | | | | | | | | | | | |
(a) | Includes salary, bonus and benefits which includes equity-based compensation. The combined amounts include restricted share units (“RSUs”) (excluding RSUs granted in connection with the 2007 private placement) and share options. Excludes equity based compensation expense comprising amortization of Apollo Operating Group units. |
(b) | Includes equity-based compensation as noted in note (a) above. |
(c) | Includes amortization of leasehold improvements. |
(d) | For the last twelve months ended March 31, 2014, the ENI tax provision is based on a pro rata full year tax provision. |
(e) | Represents income tax provision on ENI that has been calculated assuming that all income is allocated to Apollo Global Management, LLC, which would occur following an exchange of all Apollo Operating Group units for shares of Apollo Global Management, LLC. The assumptions and methodology impact the implied income tax provision for Apollo Global Management, LLC’s consolidated statements of operations under GAAP. Apollo Global Management, LLC believes this measure is more consistent with how it assesses the performance of its segments which is described above in the definition of ENI. |
(f) | Includes amortization amounts related to Apollo Operating Group units. |
CAPITALIZATION
The following table sets forth our capitalization as of March 31, 2014 on a historical basis and as adjusted to give effect to this offering and the use of proceeds therefrom. You should read this table in conjunction with the section titled “Unaudited Reconciliation of Financial Data” included in this offering memorandum and with the financial statements and the related notes and reconciliations incorporated by reference in this offering memorandum.
| | | | | | | | |
| | As of March 31, 2014 | |
| | Actual | | | As Adjusted | |
| | (Dollars in Millions) | |
Loans payable(1) | | $ | 750.0 | | | $ | | |
Notes offered hereby(2) | | | — | | | | | |
Additional paid in capital | | | 110.8 | | | | 110.8 | |
Accumulated deficit | | | 844.7 | | | | 844.7 | |
Accumulated other comprehensive income | | | 40.6 | | | | 40.6 | |
Non-controlling interests in consolidated entities | | | 3.3 | | | | 3.3 | |
Non-controlling interests in Apollo Operating Group | | | 1,289.6 | | | | 1,289.6 | |
| | | | | | | | |
Total capitalization | | $ | 3,039.0 | | | $ | | |
| | | | | | | | |
(1) | As of March 31, 2014, we had no outstanding borrowings under the revolving credit facilities. We intend to use a portion of the net proceeds from the sale of the notes to repay a portion of the outstanding term loans under our existing credit facilities. Any remaining net proceeds will be used for general corporate purposes. See “Use of Proceeds.” |
(2) | As adjusted reflects gross proceeds of $ million. |
UNAUDITED RECONCILIATION OF FINANCIAL DATA
The following tables present the historical unaudited financial information for the Apollo Operating Group as of and for the three month period ended March 31, 2014 and the fiscal year ended December 31, 2013. The Apollo Operating Group does not report audited or unaudited financial information on a stand-alone basis. Accordingly, the financial data presented herein for the Apollo Operating Group has been reconciled to Apollo Global Management, LLC’s financial statements for the relevant periods.
You should read this data in conjunction with Apollo Global Management, LLC’s financial statements and the related notes incorporated by reference herein.
| | | | | | | | | | | | | | | | |
| | For The Three Months Ended March 31, 2014 | |
| | Total Apollo Operating Group Consolidated | | | VIE and Consolidated Funds | | | Other(1) | | | Total Apollo Global Management, LLC Consolidated | |
| | (dollars in thousands) | |
Statement of Operations Data | | | | | | | | | | | | | | | | |
Revenues: | | | | | | | | | | | | | | | | |
Advisory and transaction fees from affiliates, net | | $ | 116,065 | | | $ | — | | | $ | — | | | $ | 116,065 | |
Management fees from affiliates | | | 224,318 | | | | (30 | ) | | | (14,497 | ) | | | 209,791 | |
Carried interest income from affiliates | | | 169,259 | | | | — | | | | (3,715 | ) | | | 165,544 | |
| | | | | | | | | | | | | | | | |
Total Revenues | | | 509,642 | | | | (30 | ) | | | (18,212 | ) | | | 491,400 | |
| | | | | | | | | | | | | | | | |
Expenses: | | | | | | | | | | | | | | | | |
Compensation and benefits: | | | | | | | | | | | | | | | | |
Equity-based compensation | | | 58,978 | | | | — | | | | — | | | | 58,978 | |
Salary, bonus and benefits | | | 80,530 | | | | — | | | | — | | | | 80,530 | |
Profit sharing expense | | | 103,959 | | | | — | | | | — | | | | 103,959 | |
| | | | | | | | | | | | | | | | |
Total Compensation and Benefits | | | 243,467 | | | | — | | | | — | | | | 243,467 | |
Interest expense | | | 3,114 | | | | — | | | | — | | | | 3,114 | |
Professional fees | | | 19,042 | | | | 410 | | | | — | | | | 19,452 | |
General, administrative and other | | | 24,361 | | | | 317 | | | | — | | | | 24,678 | |
Placement fees | | | 1,786 | | | | — | | | | — | | | | 1,786 | |
Occupancy | | | 9,903 | | | | — | | | | — | | | | 9,903 | |
Depreciation and amortization | | | 11,449 | | | | — | | | | 270 | | | | 11,719 | |
| | | | | | | | | | | | | | | | |
Total Expenses | | | 313,122 | | | | 727 | | | | 270 | | | | 314,119 | |
| | | | | | | | | | | | | | | | |
Other Income: | | | | | | | | | | | | | | | | |
Net gains from investment activities | | | 18,014 | | | | 205,394 | | | | — | | | | 223,408 | |
Net gains from investment activities of consolidated variable interest entities | | | — | | | | 29,533 | | | | 18,202 | | | | 47,735 | |
Income from equity method investments | | | 28,623 | | | | — | | | | (5,713 | ) | | | 22,910 | |
Interest income | | | 2,985 | | | | 343 | | | | — | | | | 3,328 | |
Other income, net | | | 15,371 | | | | — | | | | 2,160 | | | | 17,531 | |
| | | | | | | | | | | | | | | | |
Total Other Income | | | 64,993 | | | | 235,270 | | | | 14,649 | | | | 314,912 | |
| | | | | | | | | | | | | | | | |
Income Before Income Tax Provision | | | 261,513 | | | | 234,513 | | | | (3,833 | ) | | | 492,193 | |
Income tax provision | | | (2,742 | ) | | | — | | | | (29,807 | ) | | | (32,549 | ) |
| | | | | | | | | | | | | | | | |
Net Income | | | 258,771 | | | | 234,513 | | | | (33,640 | ) | | | 459,644 | |
Net (income) attributable to Non-Controlling Interests | | | (158,684 | ) | | | (228,800 | ) | | | 9 | | | | (387,475 | ) |
| | | | | | | | | | | | | | | | |
Net Income Attributable to Apollo Global Management, LLC | | $ | 100,087 | | | $ | 5,713 | | | $ | (33,631 | ) | | $ | 72,169 | |
| | | | | | | | | | | | | | | | |
(1) | Includes eliminations for VIE and Fund consolidation and entities not included in the Apollo Operating Group. |
| | | | | | | | | | | | | | | | |
| | As of March 31, 2014 | |
| | Total Apollo Operating Group Consolidated | | | VIE and Consolidated Funds | | | Other(1) | | | Total Apollo Global Management, LLC Consolidated | |
| | (dollars in thousands) | |
Statement of Financial Data | | | | | | | | | | | | | | | | |
Assets: | | | | | | | | | | | | | | | | |
Cash and cash equivalents | | $ | 1,120,009 | | | $ | — | | | $ | 6,132 | | | $ | 1,126,141 | |
Cash and cash equivalents held at Consolidated Funds | | | — | | | | 4,000 | | | | — | | | | 4,000 | |
Restricted cash | | | 9,244 | | | | — | | | | — | | | | 9,244 | |
Investments | | | 557,051 | | | | 2,177,323 | | | | (93,698 | ) | | | 2,640,676 | |
Assets of consolidated variable interest entities | | | | | | | | | | | | | | | | |
Cash and cash equivalents | | | — | | | | 1,053,958 | | | | — | | | | 1,053,958 | |
Investments, at fair value | | | — | | | | 14,255,255 | | | | (721 | ) | | | 14,254,534 | |
Other assets | | | — | | | | 651,506 | | | | — | | | | 651,506 | |
Carried interest receivable | | | 1,999,025 | | | | — | | | | (75,327 | ) | | | 1,923,698 | |
Due from Affiliates | | | 437,370 | | | | — | | | | (49,190 | ) | | | 388,180 | |
Fixed assets, net | | | 37,917 | | | | — | | | | 1,211 | | | | 39,128 | |
Deferred tax assets | | | 16,153 | | | | — | | | | 614,858 | | | | 631,011 | |
Other assets | | | 52,517 | | | | 2,766 | | | | (36 | ) | | | 55,247 | |
Goodwill | | | 88,850 | | | | — | | | | (39,607 | ) | | | 49,243 | |
Intangible assets, net | | | 85,816 | | | | — | | | | — | | | | 85,816 | |
| | | | | | | | | | | | | | | | |
Total Assets | | $ | 4,403,952 | | | $ | 18,144,808 | | | $ | 363,622 | | | $ | 22,912,382 | |
| | | | | | | | | | | | | | | | |
Liabilities and Shareholders’ Equity | | | | | | | | | | | | | | | | |
Liabilities: | | | | | | | | | | | | | | | | |
Accounts payable and accrued expenses | | $ | 35,547 | | | $ | 373 | | | $ | 36,501 | | | $ | 72,421 | |
Accrued compensation and benefits | | | 50,819 | | | | — | | | | — | | | | 50,819 | |
Deferred revenue | | | 337,120 | | | | — | | | | — | | | | 337,120 | |
Due to affiliates | | | 22,463 | | | | 1,271 | | | | 523,324 | | | | 547,058 | |
Profit sharing payable | | | 894,082 | | | | — | | | | — | | | | 894,082 | |
Debt | | | 750,000 | | | | — | | | | — | | | | 750,000 | |
Liabilities of consolidated variable interest entities: | | | | | | | | | | | | | | | | |
Debt, at fair value | | | — | | | | 12,528,877 | | | | (622 | ) | | | 12,528,255 | |
Other liabilities | | | — | | | | 914,484 | | | | 39 | | | | 914,523 | |
Due to affiliates | | | — | | | | 82,144 | | | | (82,144 | ) | | | — | |
Other liabilities | | | 24,866 | | | | 6,316 | | | | — | | | | 31,182 | |
| | | | | | | | | | | | | | | | |
Total Liabilities | | | 2,114,897 | | | | 13,533,465 | | | | 477,098 | | | | 16,125,460 | |
| | | | | | | | | | | | | | | | |
Shareholders’ Equity: | | | | | | | | | | | | | | | | |
Apollo Global Management, LLC shareholders’ Equity | | | | | | | | | | | | | | | | |
Additional paid in capital | | | 110,813 | | | | — | | | | 2,384,525 | | | | 2,495,338 | |
Accumulated earnings (deficit) | | | 844,742 | | | | 2,176,827 | | | | (4,518,518 | ) | | | (1,496,949 | ) |
Appropriated partners’ capital | | | — | | | | 1,554,853 | | | | (39,706 | ) | | | 1,515,147 | |
Accumulated other comprehensive income (loss) | | | 40,607 | | | | — | | | | (40,516 | ) | | | 91 | |
| | | | | | | | | | | | | | | | |
Total Apollo Global Management, LLC shareholders’ equity | | | 996,162 | | | | 3,731,680 | | | | (2,214,215 | ) | | | 2,513,627 | |
Non-Controlling Interests in consolidated entities | | | 3,341 | | | | 879,663 | | | | 2,100,739 | | | | 2,983,743 | |
Non-Controlling Interests in Apollo Operating Group | | | 1,289,552 | | | | — | | | | — | | | | 1,289,552 | |
| | | | | | | | | | | | | | | | |
Total Shareholders’ Equity | | | 2,289,055 | | | | 4,611,343 | | | | (113,476 | ) | | | 6,786,922 | |
| | | | | | | | | | | | | | | | |
Total Liabilities and Shareholders’ Equity | | $ | 4,403,952 | | | $ | 18,144,808 | | | $ | 363,622 | | | $ | 22,912,382 | |
| | | | | | | | | | | | | | | | |
(1) | Includes eliminations for VIE and Fund consolidation and entities not included in the Apollo Operating Group. |
| | | | | | | | | | | | | | | | |
| | For the Year Ended December 31, 2013 | |
| | Total Apollo Operating Group Consolidated | | | VIE and Consolidated Funds | | | Other(1) | | | Total Apollo Global Management, LLC Consolidated | |
| | (dollars in thousands) | |
Statement of Operations Data | | | | | | | | | | | | | | | | |
Revenues: | | | | | | | | | | | | | | | | |
Advisory and transaction fees from affiliates, net | | $ | 196,562 | | | $ | — | | | $ | — | | | $ | 196,562 | |
Management fees from affiliates | | | 730,702 | | | | (117 | ) | | | (55,951 | ) | | | 674,634 | |
Carried interest income from affiliates | | | 2,896,161 | | | | — | | | | (33,786 | ) | | | 2,862,375 | |
| | | | | | | | | | | | | | | | |
Total Revenues | | | 3,823,425 | | | | (117 | ) | | | (89,737 | ) | | | 3,733,571 | |
| | | | | | | | | | | | | | | | |
Expenses: | | | | | | | | | | | | | | | | |
Equity-based compensation | | | 126,227 | | | | — | | | | — | | | | 126,227 | |
Salary, bonus and benefits | | | 294,753 | | | | — | | | | — | | | | 294,753 | |
Profit sharing expense | | | 1,173,255 | | | | — | | | | — | | | | 1,173,255 | |
| | | | | | | | | | | | | | | | |
Total Compensation and Benefits | | | 1,594,235 | | | | — | | | | — | | | | 1,594,235 | |
Interest expense | | | 29,260 | | | | — | | | | — | | | | 29,260 | |
Professional fees | | | 82,339 | | | | 959 | | | | 109 | | | | 83,407 | |
General, administrative and other | | | 97,081 | | | | 1,118 | | | | 3 | | | | 98,202 | |
Placement fees | | | 42,424 | | | | — | | | | — | | | | 42,424 | |
Occupancy | | | 39,946 | | | | — | | | | — | | | | 39,946 | |
Depreciation and amortization | | | 53,074 | | | | — | | | | 1,167 | | | | 54,241 | |
| | | | | | | | | | | | | | | | |
Total Expenses | | | 1,938,359 | | | | 2,077 | | | | 1,279 | | | | 1,941,715 | |
| | | | | | | | | | | | | | | | |
Other Income: | | | | | | | | | | | | | | | | |
Net gains from investment activities | | | (12,593 | ) | | | 342,828 | | | | — | | | | 330,235 | |
Net gains from investment activities of consolidated variable interest entities | | | — | | | | 110,100 | | | | 89,642 | | | | 199,742 | |
Income from equity method investments | | | 118,098 | | | | — | | | | (10,748 | ) | | | 107,350 | |
Interest income | | | 10,794 | | | | 1,464 | | | | 8 | | | | 12,266 | |
Other income, net | | | 30,343 | | | | (3,274 | ) | | | 13,045 | | | | 40,114 | |
| | | | | | | | | | | | | | | | |
Total Other Income | | | 146,642 | | | | 451,118 | | | | 91,947 | | | | 689,707 | |
| | | | | | | | | | | | | | | | |
Income Before Income Tax Provision | | | 2,031,708 | | | | 448,924 | | | | 931 | | | | 2,481,563 | |
Income Tax provision | | | (10,334 | ) | | | — | | | | (97,235 | ) | | | (107,569 | ) |
| | | | | | | | | | | | | | | | |
Net Income | | | 2,021,374 | | | | 448,924 | | | | (96,304 | ) | | | 2,373,994 | |
Net (Income) attributable to Non-Controlling Interests | | | (1,276,522 | ) | | | (438,176 | ) | | | 95 | | | | (1,714,603 | ) |
| | | | | | | | | | | | | | | | |
Net Income Attributable to Apollo Global Management, LLC | | $ | 744,852 | | | $ | 10,748 | | | $ | (96,209 | ) | | $ | 659,391 | |
| | | | | | | | | | | | | | | | |
(1) | Includes eliminations for VIE and Fund consolidation and entities not included in the Apollo Operating Group. |
| | | | | | | | | | | | | | | | |
| | As of December 31, 2013 | |
| | Total Apollo Operating Group Consolidated | | | VIE and Consolidated Funds | | | Other(1) | | | Total Apollo Global Management, LLC Consolidated | |
| | (dollars in thousands) | |
Statement of Financial Data | | | | | | | | | | | | | | | | |
Assets: | | | | | | | | | | | | | | | | |
Cash and cash equivalents | | $ | 1,073,123 | | | $ | — | | | $ | 4,997 | | | $ | 1,078,120 | |
Cash and cash equivalents held at Consolidated Funds | | | — | | | | 1,417 | | | | — | | | | 1,417 | |
Restricted cash | | | 9,199 | | | | — | | | | — | | | | 9,199 | |
Investments | | | 509,712 | | | | 1,971,654 | | | | (87,483 | ) | | | 2,393,883 | |
Assets of consolidated variable interest entities | | | | | | | | | | | | | | | | |
Cash and cash equivalents | | | — | | | | 1,095,170 | | | | — | | | | 1,095,170 | |
Investments, at fair value | | | — | | | | 14,127,480 | | | | (1,118 | ) | | | 14,126,362 | |
Other assets | | | — | | | | 280,718 | | | | — | | | | 280,718 | |
Carried interest receivable | | | 2,366,766 | | | | — | | | | (79,691 | ) | | | 2,287,075 | |
Due from Affiliates | | | 383,771 | | | | — | | | | (66,524 | ) | | | 317,247 | |
Fixed assets, net | | | 38,771 | | | | — | | | | 1,480 | | | | 40,251 | |
Deferred tax assets | | | 15,515 | | | | — | | | | 644,684 | | | | 660,199 | |
Other assets | | | 42,212 | | | | 1,837 | | | | 121 | | | | 44,170 | |
Goodwill | | | 88,852 | | | | — | | | | (39,609 | ) | | | 49,243 | |
Intangible assets, net | | | 94,927 | | | | — | | | | — | | | | 94,927 | |
| | | | | | | | | | | | | | | | |
Total Assets | | $ | 4,622,848 | | | $ | 17,478,276 | | | $ | 376,857 | | | $ | 22,477,981 | |
| | | | | | | | | | | | | | | | |
Liabilities and Shareholders’ Equity | | | | | | | | | | | | | | | | |
Liabilities: | | | | | | | | | | | | | | | | |
Accounts payable and accrued expenses | | $ | 36,473 | | | $ | 279 | | | $ | 1,407 | | | $ | 38,159 | |
Accrued compensation and benefits | | | 41,711 | | | | — | | | | — | | | | 41,711 | |
Deferred revenue | | | 279,479 | | | | — | | | | — | | | | 279,479 | |
Due to affiliates | | | 69,034 | | | | 853 | | | | 525,484 | | | | 595,371 | |
Profit sharing payable | | | 992,240 | | | | — | | | | — | | | | 992,240 | |
Debt | | | 750,000 | | | | — | | | | — | | | | 750,000 | |
Liabilities of consolidated variable interest entities: | | | | | | | | | | | | | | | | |
Debt, at fair value | | | — | | | | 12,424,839 | | | | (877 | ) | | | 12,423,962 | |
Other liabilities | | | — | | | | 609,413 | | | | (4,350 | ) | | | 605,063 | |
Due to affiliates | | | — | | | | 81,272 | | | | (81,272 | ) | | | — | |
Other liabilities | | | 24,538 | | | | 2,627 | | | | 36,109 | | | | 63,274 | |
| | | | | | | | | | | | | | | | |
Total Liabilities | | | 2,193,475 | | | | 13,119,283 | | | | 476,501 | | | | 15,789,259 | |
| | | | | | | | | | | | | | | | |
Shareholders’ Equity: | | | | | | | | | | | | | | | | |
Apollo Global Management, LLC shareholders’ Equity | | | | | | | | | | | | | | | | |
Additional paid in capital | | | 157,761 | | | | — | | | | 2,466,821 | | | | 2,624,582 | |
Accumulated earnings (deficit) | | | 851,129 | | | | 1,971,682 | | | | (4,391,298 | ) | | | (1,568,487 | ) |
Appropriated partners’ capital | | | — | | | | 1,620,928 | | | | (39,849 | ) | | | 1,581,079 | |
Accumulated other comprehensive income (loss) | | | 33,773 | | | | — | | | | (33,678 | ) | | | 95 | |
| | | | | | | | | | | | | | | | |
Total Apollo Global Management, LLC shareholders’ equity | | | 1,042,663 | | | | 3,592,610 | | | | (1,998,004 | ) | | | 2,637,269 | |
Non-Controlling Interests in consolidated entities | | | 4,987 | | | | 766,383 | | | | 1,898,360 | | | | 2,669,730 | |
Non-Controlling Interests in Apollo Operating Group | | | 1,381,723 | | | | — | | | | — | | | | 1,381,723 | |
| | | | | | | | | | | | | | | | |
Total Shareholders’ Equity | | | 2,429,373 | | | | 4,358,993 | | | | (99,644 | ) | | | 6,688,722 | |
| | | | | | | | | | | | | | | | |
Total Liabilities and Shareholders’ Equity | | $ | 4,622,848 | | | $ | 17,478,276 | | | $ | 376,857 | | | $ | 22,477,981 | |
| | | | | | | | | | | | | | | | |
(1) | Includes eliminations for VIE and Fund consolidation and entities not included in the Apollo Operating Group. |