CONSOLIDATION | 15. CONSOLIDATION Investments in Consolidated Variable Interest Entities The Company consolidates entities in which the Company has a variable interest and as the general partner or investment manager, has both the power to direct the most significant activities and a potentially significant economic interest. Investments in the consolidated VIEs are reported at fair value and represent the Company’s maximum exposure to loss. Investments in Non-Consolidated Variable Interest Entities The Company holds interests in certain VIEs that are not consolidated as the Company is not the primary beneficiary. The Company's interest in such entities generally is in the form of direct equity interests, fixed fee arrangements or both. The maximum exposure to loss represents the potential loss of assets by the Company relating to these non-consolidated entities. Investments in the non-consolidated VIEs are carried at fair value. The Company's interests in consolidated and non-consolidated VIEs, as presented in the Condensed Consolidated Statements of Financial Condition, and its respective maximum exposure to loss relating to non-consolidated VIEs are as follows: As of June 30, As of December 31, 2020 2019 Maximum exposure to loss attributable to the Company's investment in non-consolidated VIEs (1) $ 252,564 $ 260,520 Maximum exposure to loss attributable to the Company's investment in consolidated VIEs (1) 151,144 181,856 Assets of consolidated VIEs 10,575,113 9,454,572 Liabilities of consolidated VIEs 9,960,904 8,679,869 (1) As of June 30, 2020 and December 31, 2019, the Company's maximum exposure of loss for CLO securities was equal to the cumulative fair value of our capital interest in CLOs that are managed and totaled $79.5 million and $104.7 million, respectively. Three months ended June 30, Six months ended June 30, 2020 2019 2020 2019 Net income (loss) attributable to non-controlling interests related to consolidated VIEs $ 85,186 $ 8,346 $ (81,220) $ 25,970 Consolidating Schedules The following supplemental financial information illustrates the consolidating effects of the Consolidated Funds on the Company's financial condition, results from operations and cash flows: As of June 30, 2020 Consolidated Consolidated Eliminations Consolidated Assets Cash and cash equivalents $ 890,040 $ — $ — $ 890,040 Investments (includes $1,003,827 of accrued carried interest) 1,630,631 — (151,144) 1,479,487 Due from affiliates 278,480 — (20,354) 258,126 Other assets 368,696 — — 368,696 Right-of-use operating lease assets 140,041 — — 140,041 Assets of Consolidated Funds Cash and cash equivalents — 258,400 — 258,400 Investments, at fair value — 9,997,178 8,454 10,005,632 Due from affiliates — 7,201 — 7,201 Receivable for securities sold — 276,692 — 276,692 Other assets — 35,642 — 35,642 Total assets $ 3,307,888 $ 10,575,113 $ (163,044) $ 13,719,957 Liabilities Accounts payable, accrued expenses and other liabilities $ 104,017 $ — $ — $ 104,017 Accrued compensation 123,123 — — 123,123 Due to affiliates 61,025 — — 61,025 Performance related compensation payable 715,181 — — 715,181 Debt obligations 642,474 — — 642,474 Operating lease liabilities 164,521 — — 164,521 Liabilities of Consolidated Funds Accounts payable, accrued expenses and other liabilities — 60,975 — 60,975 Due to affiliates — 11,900 (11,900) — Payable for securities purchased — 449,169 — 449,169 CLO loan obligations, at fair value — 9,271,823 (43,136) 9,228,687 Fund borrowings — 167,037 — 167,037 Total liabilities 1,810,341 9,960,904 (55,036) 11,716,209 Commitments and contingencies Non-controlling interest in Consolidated Funds — 614,209 (108,008) 506,201 Non-controlling interest in Ares Operating Group entities 552,490 — — 552,490 Stockholders' Equity Series A Preferred Stock, $0.01 par value, 1,000,000,000 shares authorized (12,400,000 shares issued and outstanding) 298,761 — — 298,761 Class A common stock, $0.01 par value, 1,500,000,000 shares authorized (135,335,943 shares issued and outstanding) 1,353 — — 1,353 Class B common stock, $0.01 par value,1,000 shares authorized (1,000 shares issued and outstanding) — — — — Class C common stock, $0.01 par value, 499,999,000 shares authorized (114,798,404 shares issued and outstanding) 1,148 — — 1,148 Additional paid-in-capital 800,077 — — 800,077 Retained earnings (145,045) — — (145,045) Accumulated other comprehensive loss, net of tax (11,237) — — (11,237) Total stockholders' equity 945,057 — — 945,057 Total equity 1,497,547 614,209 (108,008) 2,003,748 Total liabilities, non-controlling interests and equity $ 3,307,888 $ 10,575,113 $ (163,044) $ 13,719,957 As of December 31, 2019 Consolidated Consolidated Eliminations Consolidated Assets Cash and cash equivalents $ 138,384 $ — $ — $ 138,384 Investments (includes $1,134,967 of accrued carried interest) 1,845,520 — (181,856) 1,663,664 Due from affiliates 282,197 — (14,098) 268,099 Other assets 343,674 — (2,381) 341,293 Right-of-use operating lease assets 143,406 — — 143,406 Assets of Consolidated Funds Cash and cash equivalents — 606,321 — 606,321 Investments, at fair value — 8,723,169 4,778 8,727,947 Due from affiliates — 6,192 — 6,192 Receivable for securities sold — 88,809 — 88,809 Other assets — 30,081 — 30,081 Total assets $ 2,753,181 $ 9,454,572 $ (193,557) $ 12,014,196 Liabilities Accounts payable, accrued expenses and other liabilities $ 88,173 $ — $ — $ 88,173 Accrued compensation 37,795 — — 37,795 Due to affiliates 71,445 — — 71,445 Performance related compensation payable 829,764 — — 829,764 Debt obligations 316,609 — — 316,609 Operating lease liabilities 168,817 — — 168,817 Liabilities of Consolidated Funds Accounts payable, accrued expenses and other liabilities — 61,857 — 61,857 Due to affiliates — 11,700 (11,700) — Payable for securities purchased — 500,146 — 500,146 CLO loan obligations — 7,998,922 (25,174) 7,973,748 Fund borrowings — 107,244 — 107,244 Total liabilities 1,512,603 8,679,869 (36,874) 10,155,598 Commitments and contingencies Non-controlling interest in Consolidated Funds — 774,703 (156,683) 618,020 Non-controlling interest in Ares Operating Group entities 472,288 — — 472,288 Stockholders' Equity Series A Preferred Stock, $0.01 par value, 1,000,000,000 shares authorized (12,400,000 shares issued and outstanding) 298,761 — — 298,761 Class A common stock, $0.01 par value, 1,500,000,000 shares authorized (115,242,028 shares issued and outstanding) 1,152 — — 1,152 Class B common stock, $0.01 par value, 1,000 shares authorized (1,000 shares issued and outstanding) — — — — Class C common stock, $0.01 par value, 499,999,000 shares authorized (1 share issued and outstanding) — — — — Additional paid-in-capital 525,244 — — 525,244 Retained earnings (50,820) — — (50,820) Accumulated other comprehensive loss, net of tax (6,047) — — (6,047) Total stockholders' equity 768,290 — — 768,290 Total equity 1,240,578 774,703 (156,683) 1,858,598 Total liabilities, non-controlling interests and equity $ 2,753,181 $ 9,454,572 $ (193,557) $ 12,014,196 Three Months Ended June 30, 2020 Consolidated Consolidated Eliminations Consolidated Revenues Management fees (includes ARCC Part I Fees of $41,306) $ 278,247 $ — $ (11,380) $ 266,867 Carried interest allocation 303,278 — — 303,278 Incentive fees 306 — 25 331 Principal investment income 32,957 — (9,312) 23,645 Administrative, transaction and other fees 13,121 — (4,484) 8,637 Total revenues 627,909 — (25,151) 602,758 Expenses Compensation and benefits 185,131 — — 185,131 Performance related compensation 237,108 — — 237,108 General, administrative and other expense 58,084 — — 58,084 Expenses of the Consolidated Funds — 14,601 (11,357) 3,244 Total expenses 480,323 14,601 (11,357) 483,567 Other income (expense) Net realized and unrealized gains on investments 8,032 — (7,742) 290 Interest and dividend income 3,898 — (1,920) 1,978 Interest expense (6,082) — — (6,082) Other income, net 2,475 — (294) 2,181 Net realized and unrealized gains on investments of the Consolidated Funds — 71,497 12,025 83,522 Interest and other income of the Consolidated Funds — 116,314 — 116,314 Interest expense of the Consolidated Funds — (78,417) 2,120 (76,297) Total other income 8,323 109,394 4,189 121,906 Income before taxes 155,909 94,793 (9,605) 241,097 Income tax expense 24,419 2 — 24,421 Net income 131,490 94,791 (9,605) 216,676 Less: Net income attributable to non-controlling interests in Consolidated Funds — 94,791 (9,605) 85,186 Less: Net income attributable to non-controlling interests in Ares Operating Group entities 75,119 — — 75,119 Net income attributable to Ares Management Corporation 56,371 — — 56,371 Less: Series A Preferred Stock dividends paid 5,425 — — 5,425 Net income attributable to Ares Management Corporation Class A common stockholders $ 50,946 $ — $ — $ 50,946 Three Months Ended June 30, 2019 Consolidated Consolidated Eliminations Consolidated Revenues Management fees (includes ARCC Part I Fees of $39,157) $ 246,581 $ — $ (8,735) $ 237,846 Carried interest allocation 119,712 — — 119,712 Incentive fees 14,970 — (4,750) 10,220 Principal investment income 1,579 — 4,265 5,844 Administrative, transaction and other fees 11,200 — — 11,200 Total revenues 394,042 — (9,220) 384,822 Expenses Compensation and benefits 162,170 — — 162,170 Performance related compensation 92,688 — — 92,688 General, administrative and other expense 65,416 — — 65,416 Expenses of the Consolidated Funds — 28,912 (13,485) 15,427 Total expenses 320,274 28,912 (13,485) 335,701 Other income (expense) Net realized and unrealized gains on investments 927 — (406) 521 Interest and dividend income 2,324 — (672) 1,652 Interest expense (5,793) — — (5,793) Other income, net 5,078 — (281) 4,797 Net realized and unrealized losses on investments of the Consolidated Funds — (486) 370 (116) Interest and other income of the Consolidated Funds — 102,206 — 102,206 Interest expense of the Consolidated Funds — (68,712) 707 (68,005) Total other income 2,536 33,008 (282) 35,262 Income before taxes 76,304 4,096 3,983 84,383 Income tax expense (benefit) 9,772 (267) — 9,505 Net income 66,532 4,363 3,983 74,878 Less: Net income attributable to non-controlling interests in Consolidated Funds — 4,363 3,983 8,346 Less: Net income attributable to non-controlling interests in Ares Operating Group entities 34,393 — — 34,393 Net income attributable to Ares Management Corporation 32,139 — — 32,139 Less: Series A Preferred Stock dividends paid 5,425 — — 5,425 Net income attributable to Ares Management Corporation Class A common stockholders $ 26,714 $ — $ — $ 26,714 Six Months Ended June 30, 2020 Consolidated Consolidated Eliminations Consolidated Revenues Management fees (includes ARCC Part I Fees of $85,229) $ 552,598 $ — $ (21,882) $ 530,716 Carried interest allocation 72,402 — — 72,402 Incentive fees (2,988) — 70 (2,918) Principal investment income (43,031) — 39,953 (3,078) Administrative, transaction and other fees 26,846 — (7,801) 19,045 Total revenues 605,827 — 10,340 616,167 Expenses Compensation and benefits 365,215 — — 365,215 Performance related compensation 69,209 — — 69,209 General, administrative and other expense 120,415 — — 120,415 Expenses of the Consolidated Funds — 32,500 (21,813) 10,687 Total expenses 554,839 32,500 (21,813) 565,526 Other income (expense) Net realized and unrealized losses on investments (27,663) — 19,919 (7,744) Interest and dividend income 6,500 — (2,732) 3,768 Interest expense (11,388) — — (11,388) Other income, net 7,437 — 208 7,645 Net realized and unrealized losses on investments of the Consolidated Funds — (158,676) (12,563) (171,239) Interest and other income of the Consolidated Funds — 229,539 — 229,539 Interest expense of the Consolidated Funds — (159,714) 3,176 (156,538) Total other expense (25,114) (88,851) 8,008 (105,957) Income (loss) before taxes 25,874 (121,351) 40,161 (55,316) Income tax expense 3,775 30 — 3,805 Net income (loss) 22,099 (121,381) 40,161 (59,121) Less: Net loss attributable to non-controlling interests in Consolidated Funds — (121,381) 40,161 (81,220) Less: Net loss attributable to non-controlling interests in in Ares Operating Group entities (3,236) — — (3,236) Net income attributable to Ares Management Corporation 25,335 — — 25,335 Less: Series A Preferred Stock dividends paid 10,850 — — 10,850 Net income attributable to Ares Management Corporation Class A common stockholders $ 14,485 $ — $ — $ 14,485 Six Months Ended June 30, 2019 Consolidated Consolidated Eliminations Consolidated Revenues Management fees (includes ARCC Part I Fees of $77,550) $ 479,653 $ — $ (17,148) $ 462,505 Carried interest allocation 317,005 — — 317,005 Incentive fees 32,219 — (5,184) 27,035 Principal investment income 31,471 — 3,132 34,603 Administrative, transaction and other fees 20,871 — — 20,871 Total revenues 881,219 — (19,200) 862,019 Expenses Compensation and benefits 319,016 — — 319,016 Performance related compensation 249,208 — — 249,208 General, administrative and other expense 116,603 — — 116,603 Expenses of the Consolidated Funds — 42,313 (22,332) 19,981 Total expenses 684,827 42,313 (22,332) 704,808 Other income (expense) Net realized and unrealized gains on investments 5,351 — (1,354) 3,997 Interest and dividend income 4,648 — (1,152) 3,496 Interest expense (11,382) — — (11,382) Other income, net 210 — 90 300 Net realized and unrealized gains on investments of the Consolidated Funds — 3,262 986 4,248 Interest and other income of the Consolidated Funds — 195,390 — 195,390 Interest expense of the Consolidated Funds — (134,437) 1,520 (132,917) Total other income (expense) (1,173) 64,215 90 63,132 Income before taxes 195,219 21,902 3,222 220,343 Income tax (benefit) expense 24,735 (846) — 23,889 Net income 170,484 22,748 3,222 196,454 Less: Net income attributable to non-controlling interests in Consolidated Funds — 22,748 3,222 25,970 Less: Net income attributable to non-controlling interests in Ares Operating Group entities 93,396 — — 93,396 Net income attributable to Ares Management Corporation 77,088 — — 77,088 Less: Series A Preferred Stock dividends paid 10,850 — — 10,850 Net income attributable to Ares Management Corporation Class A common stockholders $ 66,238 $ — $ — $ 66,238 Six Months Ended June 30, 2020 Consolidated Consolidated Eliminations Consolidated Cash flows from operating activities: Net income (loss) $ 22,099 $ (121,381) $ 40,161 $ (59,121) Adjustments to reconcile net income to net cash used in operating activities 197,873 (69,037) 128,836 Adjustments to reconcile net loss to net cash used in operating activities allocable to non-controlling interests in Consolidated Funds (510,528) 13,655 (496,873) Cash flows due to changes in operating assets and liabilities 111,099 3,875 114,974 Cash flows due to changes in operating assets and liabilities allocable to non-controlling interest in Consolidated Funds: (190,501) 351,846 161,345 Net cash provided by (used in) operating activities 331,071 (822,410) 340,500 (150,839) Cash flows from investing activities: Purchase of furniture, equipment and leasehold improvements, net (8,080) — — (8,080) Acquisitions (35,844) — — (35,844) Net cash used in investing activities (43,924) — — (43,924) Cash flows from financing activities: Net proceeds from issuance of Class A common stock 383,154 — — 383,154 Proceeds from credit facility 790,000 — — 790,000 Proceeds from senior notes 399,084 — — 399,084 Repayments of credit facility (860,000) — — (860,000) Dividends and distributions (224,407) — — (224,407) Series A Preferred Stock dividends (10,850) — — (10,850) Stock option exercises 67,441 — — 67,441 Taxes paid related to net share settlement of equity awards (74,335) — — (74,335) Other financing activities (1,889) — — (1,889) Allocable to non-controlling interests in Consolidated Funds: Contributions from non-controlling interests in Consolidated Funds — 138,700 (15,005) 123,695 Distributions to non-controlling interests in Consolidated Funds — (172,755) 22,426 (150,329) Borrowings under loan obligations by Consolidated Funds — 608,355 — 608,355 Repayments under loan obligations by Consolidated Funds — (87,689) — (87,689) Net cash provided by financing activities 468,198 486,611 7,421 962,230 Effect of exchange rate changes (3,689) (12,122) — (15,811) Net change in cash and cash equivalents 751,656 (347,921) 347,921 751,656 Cash and cash equivalents, beginning of period 138,384 606,321 (606,321) 138,384 Cash and cash equivalents, end of period $ 890,040 $ 258,400 $ (258,400) $ 890,040 Six Months Ended June 30, 2019 Consolidated Consolidated Eliminations Consolidated Cash flows from operating activities: Net income $ 170,484 $ 22,748 $ 3,222 $ 196,454 Adjustments to reconcile net income to net cash used in operating activities 37,274 — 10,840 48,114 Adjustments to reconcile net income to net cash used in operating activities allocable to non-controlling interests in Consolidated Funds — (1,444,622) 84,516 (1,360,106) Cash flows due to changes in operating assets and liabilities (12,712) — (112) (12,824) Cash flows due to changes in operating assets and liabilities allocable to non-controlling interest in Consolidated Funds: — (171,377) 8,427 (162,950) Net cash provided by (used in) operating activities 195,046 (1,593,251) 106,893 (1,291,312) Cash flows from investing activities: Purchase of furniture, equipment and leasehold improvements, net (5,653) — — (5,653) Net cash used in investing activities (5,653) — — (5,653) Cash flows from financing activities: Proceeds from credit facility 235,000 — — 235,000 Repayments of credit facility (150,000) — — (150,000) Dividends and distributions (152,364) — — (152,364) Series A Preferred Stock dividends (10,850) — — (10,850) Repurchases of Class A common stock (10,449) — — (10,449) Stock option exercises 78,794 — — 78,794 Taxes paid related to net share settlement of equity awards (31,424) — — (31,424) Other financing activities (3,258) — — (3,258) Allocable to non-controlling interests in Consolidated Funds: Contributions from non-controlling interests in Consolidated Funds — 223,520 (108,021) 115,499 Distributions to non-controlling interests in Consolidated Funds — (35,149) 4,194 (30,955) Borrowings under loan obligations by Consolidated Funds — 1,938,858 (4,771) 1,934,087 Repayments under loan obligations by Consolidated Funds — (538,976) 10,021 (528,955) Net cash provided by (used in) financing activities (44,551) 1,588,253 (98,577) 1,445,125 Effect of exchange rate changes (7,869) (3,318) — (11,187) Net change in cash and cash equivalents 136,973 (8,316) 8,316 136,973 Cash and cash equivalents, beginning of period 110,247 384,644 (384,644) 110,247 Cash and cash equivalents, end of period $ 247,220 $ 376,328 $ (376,328) $ 247,220 |