BLUE OWL CAPITAL INC.
The following Management's Discussion and Analysis of Financial Condition and
Results of Operations ("MD&A"), should be read in conjunction with the unaudited
consolidated and combined financial statements and the related notes included in
this report. For a description of our business, please see "Business of Blue
Owl" in the Annual Report.
2022 Third Quarter Overview
Three Months Ended September 30, Nine Months Ended September 30,
(dollars in thousands) 2022 2021 2022 2021
Net Income (Loss) Attributable to Blue Owl
Capital Inc. (After May 19, 2021 ) / Owl
Rock (Prior to May 19, 2021) $ 2,060 $ (53,323) $ (10,881) $ (376,253)
Fee-Related Earnings(1) $ 209,814 $ 141,858 $ 578,261 $ 286,339
Distributable Earnings(1) $ 191,673 $ 142,750 (1) For the specific components and calculations of these Non-GAAP measures, as well as a reconciliation of these measures to the most comparable measure in accordance with GAAP, see "-Non-GAAP Analysis" and "-Non-GAAP Reconciliations." Our results for the third quarter of 2021 do not include the results ofOak Street or Wellfleet; therefore, prior period amounts are not comparable to current period. Our results for the nine months endedSeptember 30, 2021 do not include the results ofOak Street or Wellfleet, and include partial results ofDyal Capital ; therefore, prior period amounts are not comparable to current period. Please see "-GAAP Results of Operations Analysis" and "-Non-GAAP Analysis" for a detailed discussion of the underlying drivers of our results, including the accretive impacts of the Dyal Acquisition, Oak Street Acquisition and Wellfleet Acquisition. 7
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Assets Under Management
Blue Owl
AUM: $132.1 billion
FPAUM: $84.1 billion
Direct Lending Products GP Capital Solutions Products Real Estate Products
AUM: $65.7 billion AUM: $47.8 billion AUM: $18.6 billion
FPAUM: $45.3 billion FPAUM: $28.5 billion FPAUM: $10.4 billion
Diversified Lending GP Minority Equity Net Lease
Commenced 2016 Commenced 2010 Commenced 2009
AUM: $38.1 billion AUM: $46.1 billion AUM: $18.6 billion
FPAUM: $23.8 billion FPAUM: $27.5 billion FPAUM: $10.4 billion
Technology Lending GP DebtFinancing
Commenced 2018 Commenced 2019
AUM: $14.5 billion AUM: $1.4 billion
FPAUM: $9.9 billion FPAUM: $0.8 billion
First Lien Lending Professional Sports
Commenced 2018 MinorityInvestments
AUM: $3.4 billion Commenced 2021
FPAUM: $2.7 billion AUM: $0.3 billion
FPAUM: $0.1 billion
Opportunistic Lending
Commenced 2020
AUM: $2.3 billion
FPAUM: $1.4 billion
CLOs
Commenced 2022
AUM: $7.4 billion
FPAUM: $7.4 billion
We finished the quarter with $132.1 billion of AUM, which included $84.1 billion
of FPAUM. During the third quarter of 2022, approximately 93% of our management
fees were earned on AUM from Permanent Capital . As of September 30, 2022 , we
have approximately $10.7 billion in AUM not yet paying fees, providing
approximately $139 million of annualized management fees once deployed or upon
the expiration of certain fee holidays. See "-Assets Under Management" for
additional information, including important information on how we define these
metrics.
Business Environment
Our business is impacted by conditions in the financial markets and economic
conditions in the
In a continuation of the trends seen during the first half of 2022, inflation,
interest rates, global gross domestic product ("GDP") growth, geopolitical
instability and the impact of COVID-19 variants on economic growth have remained
in the spotlight, driving ongoing volatility in the public markets. Although
U.S. inflation eased during the third quarter of 2022, it remains at a high
level with slower global GDP growth forecasts. As expected, the Federal Reserve
voted to increase the federal funds rate during the first three quarters of
2022.
Despite the elevated volatility in public markets, our operating trends remained
positive and durable across the platform during the third quarter of 2022 with
record fundraising that was diversified across institutional and private wealth
channels. Direct Lending products continued to trend positively benefiting from
rising interest rates and with limited impact from inflation, GP Capital
Solutions products continued to fundraise successfully, and Real Estate products
continued to realize 100% rent payment from tenants.
We have patient and Permanent Capital and resilient management fees, providing
underlying support to our existing earnings profile even as we continue to grow.
We anticipate a net positive impact to earnings as interest rates continue to
rise, particularly for our Direct Lending business, where Part I Fees benefit
from higher rates. At the strategy level, that same Permanent Capital allows us
to provide flexible, certain financing solutions to sponsors, corporations, and
alternative asset managers during a time when liquidity is scarce and public
markets are closed or much more expensive than they used to be. And for the
investors in our strategies, our products offer attractive qualities in
volatile, uncertain markets: income generation, downside protection, positive
leverage to rising rates, and structural inflation hedges.
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We are continuing to closely monitor developments related to inflation, rising interest rates, global GDP growth, geopolitical instability and COVID-19, and to assess the impact of these factors on financial markets and on our business. Our future results may be adversely affected by slowdowns in fundraising activity and the pace of capital deployment, which could result in delayed or decreased management fees. It is currently not possible to predict the ultimate effects of these events on the financial markets, overall economy and our consolidated financial statements. See "Risk Factors-Risks Related to Our Business and Operations-The COVID-19 pandemic has caused severe disruptions in theU.S. and global economy, has disrupted, and may continue to disrupt, industries in which we, our products and our products' investments operate and could potentially negatively impact us, our products or our products' investments" and "-Difficult market and political conditions may reduce the value or hamper the performance of the investments made by our products or impair the ability of our products to raise or deploy capital, each of which could materially reduce our revenue, earnings and cash flow and adversely affect our financial prospects and condition" in our Annual Report.
Assets Under Management
We present information regarding our AUM, FPAUM and various other related metrics throughout this MD&A to provide context around our fee generating revenues results, as well as indicators of the potential for future earnings from existing and new products. Our calculations of AUM and FPAUM may differ from the calculation methodologies of other asset managers, and as a result these measures may not be comparable to similar measures presented by other asset managers. In addition, our calculation of AUM includes amounts that are fee exempt (i.e., not subject to fees). As ofSeptember 30, 2022 , our assets under management included approximately$3.1 billion (includes$1.0 billion related to accrued carried interest) related to us, our executives and other employees. A portion of these assets under management relate to accrued carried interests and other amounts that are not charged fees.
Composition of Assets Under Management
Our AUM consists of FPAUM, AUM not yet paying fees, fee-exempt AUM and net appreciation and leverage in products on which fees are based on commitments or investment cost. AUM not yet paying fees generally relates to unfunded capital commitments (to the extent such commitments are not already subject to fees), undeployed debt (to the extent we earn fees based on total asset values or investment cost, inclusive of assets purchased using debt) and AUM that is subject to a temporary fee holiday. Fee-exempt AUM represents certain investments by us, our employees, other related parties and third parties, as well as certain co-investment vehicles on which we never earn fees. Management uses AUM not yet paying fees as an indicator of management fees that will be coming online as we deploy existing assets in products that charge fees based on deployed and not uncalled capital, as well as AUM that is currently subject to a fee holiday that will expire at a predetermined time in the future. AUM not yet paying fees could provide approximately$139 million of additional annualized management fees once deployed or upon the expiration of the relevant fee holidays. 9
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[[Image Removed: owl-20220930_g2.jpg]][[Image Removed: owl-20220930_g3.jpg]]
Permanency and Duration of Assets Under Management
Our capital base is heavily weighted towardPermanent Capital . We view the permanency and duration of the products that we manage as a differentiator in our industry and as a means of measuring the stability of our future revenues stream. The chart below presents the composition of our management fees by remaining product duration. Changes in these relative percentages will occur over time as the mix of products we offer changes. For example, our Real Estate products have a higher concentration in what we refer to as "long-dated" funds, or funds in which the contractual remaining life is five years or more, which in isolation may cause our percentage of management fees fromPermanent Capital to decline. [[Image Removed: owl-20220930_g4.jpg]] 10
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Changes in AUM
Three Months Ended September 30, 2022 Three
Months Ended
GP Capital GP Capital
(dollars in millions) Direct Lending Solutions Real Estate
Total Direct Lending Solutions Real Estate Total
Beginning Balance $ 56,827 $ 45,674 $ 16,639 $ 119,140 $ 31,156 $ 31,211 $ - $ 62,367
Acquisition - - - - - - - -
New capital raised 5,472 2,910 434 8,816 724 1,598 - 2,322
Change in debt 3,058 - 1,590 4,648 2,422 - - 2,422
Distributions (471) (304) (239) (1,014) (239) (249) - (488)
Change in value / other 800 (441) 190 549 514 3,380 - 3,894
Ending Balance $ 65,686 $ 47,839 $ 18,614 $ 132,139 $ 34,577 $ 35,940 $ - $ 70,517
Nine Months Ended September 30, 2022 Nine Months Ended September 30, 2021
GP Capital GP Capital
(dollars in millions) Direct Lending Solutions Real Estate Total Direct Lending Solutions Real Estate Total
Beginning Balance $ 39,227 $ 39,906 $ 15,362 $ 94,495 $ 27,101 $ 26,220 $ - $ 53,321
Acquisition 6,529 - - 6,529 - - - -
New capital raised 10,425 8,434 1,002 19,861 1,708 2,990 - 4,698
Change in debt 9,818 - 1,590 11,408 5,153 - - 5,153
Distributions (1,135) (1,281) (504) (2,920) (616) (453) - (1,069)
Change in value / other 822 780 1,164 2,766 1,231 7,183 - 8,414
Ending Balance $ 65,686 $ 47,839 $ 18,614 $ 132,139 $ 34,577 $ 35,940 $ - $ 70,517
Direct Lending. Increase in AUM for the nine months ended September 30, 2022 was
driven by a combination of continued fundraising and debt deployment across the
strategy, and the Wellfleet Acquisition.
•$6.1 billion new capital raised in Diversified Lending, primarily driven by retail fundraising in ORCIC and a managed vehicle with a state pension fund.
•$3.2 billion new capital raised in Technology Lending, driven by continued fundraising in ORTF II and ORTIC.
•$9.8 billion of debt deployment across all of Direct Lending, as we continue to opportunistically deploy leverage in our BDCs.
•$6.5 billion from the Wellfleet Acquisition.
GP Capital Solutions. Increase in AUM for the nine months ended
Real Estate. Increase in AUM for the nine months endedSeptember 30, 2022 was driven by new capital raised of$1.0 billion across various products and debt deployed of$1.6 billion , primarily related toOak Street Real Estate Trust , our recently launched real estate investment trust ("REIT"). Changes in FPAUM Three Months Ended September 30, 2022 Three Months Ended September 30, 2021 GP Capital GP Capital (dollars in millions) Direct Lending Solutions Real Estate Total Direct Lending Solutions Real Estate Total Beginning Balance$ 41,409 $ 26,678 $ 9,430 $ 77,517 $ 24,162 $ 18,657 $ -$ 42,819 Acquisition - - - - - - - - New capital raised / deployed 3,595 2,675 1,095 7,365 2,808 1,177 - 3,985 Fee basis change - (881) - (881) - - - - Distributions (433) (15) (220) (668) (212) (115) - (327) Change in value / other 721 - 81 802 482 - - 482 Ending Balance$ 45,292 $ 28,457 $ 10,386 $ 84,135 $ 27,240 $ 19,719 $ -$ 46,959 11
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Nine Months Ended September 30, 2022 Nine Months Ended September 30, 2021
GP Capital GP Capital
(dollars in millions) Direct Lending Solutions Real Estate Total Direct Lending Solutions Real Estate Total
Beginning Balance $ 32,029 $ 21,212 $ 8,203 $ 61,444 $ 20,862 $ 17,608 $ - $ 38,470
Acquisition 6,501 - - 6,501 - - - -
New capital raised /
deployed 8,693 6,869 2,293 17,855 5,796 2,460 - 8,256
Fee basis change - 387 - 387 - - - -
Distributions (1,092) (11) (494) (1,597) (571) (349) - (920)
Change in value / other (839) - 384 (455) 1,153 - - 1,153
Ending Balance $ 45,292 $ 28,457 $ 10,386 $ 84,135 $ 27,240 $ 19,719 $ - $ 46,959
Direct Lending. Increase in FPAUM for the nine months ended September 30, 2022
was driven by a combination of the Wellfleet Acquisition, continued fundraising
and debt deployment as discussed in the AUM section above, partially offset by a
change in methodology that reduced FPAUM by approximately $1.5 billion .
GP Capital Solutions. Increase in FPAUM for the nine months ended September 30,
2022 was driven by new capital raised, primarily in Dyal Fund V , and the
expiration of certain fee holidays on January 1, 2022 . The expiration of the fee
holiday drove an increase in FPAUM of $2.2 billion , which was partially offset
by a decrease in FPAUM for a step down in fee basis in Dyal Fund I of $0.8
billion and Dyal Fund III of $0.9 billion .
Real Estate. Increase in FPAUM for the nine months ended
Product Performance
Product performance for certain of our products is included throughout this
discussion with analysis to facilitate an understanding of our results of
operations for the periods presented. The performance information of our
products reflected is not indicative of our performance. An investment in Blue
Owl is not an investment in any of our products. Past performance is not
indicative of future results. As with any investment, there is always the
potential for gains as well as the possibility of losses. There can be no
assurance that any of these products or our other existing and future products
will achieve similar returns. MoIC and IRR data has not been presented for
products that have launched within the last two years as such information is
generally not meaningful ("NM").
Direct Lending
MoIC IRR
Capital Invested Realized Unrealized
Year of Raised Capital Proceeds Value Total
(dollars in millions) Inception AUM (1) (2) (3) (4) Value Gross (5) Net (6) Gross (7) Net (8)
Diversified Lending
ORCC 2016 $ 15,052 $ 6,019 $ 6,019 $ 2,268 $ 5,848 $ 8,116 1.48x 1.35x 12.0 % 8.8 %
ORCC II (9) 2017 $ 2,592 $ 1,355 $ 1,355 $ 314 $ 1,293 $ 1,607 NM 1.21x NM 6.5 %
ORCC III 2020 $ 3,543 $ 1,783 $ 1,783 $ 179 $ 1,794 $ 1,973 1.11x 1.10x 10.3 % 9.4 %
ORCIC 2020 $ 12,560 $ 4,918 $ 4,918 $ 224 $ 4,706 $ 4,930 NM NM NM NM
Technology Lending
ORTF 2018 $ 6,922 $ 3,220 $ 3,220 $ 382 $ 3,390 $ 3,772 1.24x 1.17x 12.3 % 8.7 %
First Lien Lending (10)
Owl Rock First Lien Fund 2018 $ 2,907 $ 1,161 $ 863 $ 146 $ 869 $ 1,015 1.23x 1.18x 9.3 % 7.3 %
Levered
Owl Rock First Lien Fund 2019 $ 153 $ 150 $ 150 $ 25 $ 143 $ 168 1.12x 1.08x 4.8 % 3.3 %
Unlevered
(1)Includes reinvested dividends and share repurchases, if applicable.
(2)Invested capital includes capital calls, reinvested dividends and periodic
investor closes, as applicable.
(3)Realized proceeds represent the sum of all cash distributions to investors.
(4)Unrealized value represents the product's NAV. There can be no assurance that
unrealized values will be realized at the valuations indicated.
(5)Gross multiple of invested capital ("MoIC") is calculated by adding total
realized proceeds and unrealized values of a product's investments and dividing
by the total amount of invested capital. Gross MoIC is calculated before giving
effect to management fees (including Part I Fees) and Part II Fees, as
applicable.
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(6)Net MoIC measures the aggregate value generated by a product's investments in
absolute terms. Net MoIC is calculated by adding total realized proceeds and
unrealized values of a product's investments and dividing by the total amount of
invested capital. Net MoIC is calculated after giving effect to management fees
(including Part I Fees) and Part II Fees, as applicable, and all other expenses.
(7)Gross IRR is an annualized since inception gross internal rate of return of
cash flows to and from the product and the product's residual value at the end
of the measurement period. Gross IRRs are calculated before giving effect to
management fees (including Part I Fees) and Part II Fees, as applicable.
(8)Net IRRs are calculated consistent with gross IRRs, but after giving effect
to management fees (including Part I Fees) and Part II Fees, as applicable, and
all other expenses. An individual investor's IRR may differ from the reported
IRR based on the timing of capital transactions.
(9)For the purposes of calculating Gross IRR, the expense support provided to
the fund would be impacted when assuming a performance excluding management fees
(including Part I Fees) and Part II Fees, and therefore is not meaningful for
ORCC II.
(10)Owl Rock First Lien Fund is comprised of three feeder funds: Onshore
Levered, Offshore Levered and Insurance Unlevered. The gross and net MoIC and
IRR presented in the chart are for Onshore Levered and Insurance Unlevered as
those are the largest of the levered and unlevered feeder funds. The gross and
net MoIC for the Offshore Levered feeder fund is 1.22x and 1.15x, respectively.
The gross and net IRR for the Offshore Levered feeder is 8.9% and 5.8%,
respectively. All other values for Owl Rock First Lien Fund Levered are for
Onshore Levered and Offshore Levered combined. AUM is presented as the aggregate
of the three Owl Rock First Lien Fund feeders. Owl Rock First Lien Fund
Unlevered Investor equity and note commitments are both treated as capital for
all values.
GP Capital Solutions
MoIC IRR
Invested Realized Unrealized
Year of Capital Capital Proceeds Value Total
(dollars in millions) Inception AUM Raised (2) (3) (4) Value Gross (5) Net (6) Gross (7) Net (8)
GP Minority Equity (1)
Dyal Fund I 2011 $ 951 $ 1,284 $ 1,248 $ 583 $ 720 $ 1,303 1.19x 1.04x 3.6 % 0.8 %
Dyal Fund II 2014 $ 2,805 $ 2,153 $ 1,846 $ 502 $ 2,146 $ 2,648 1.68x 1.43x 13.9 % 9.0 %
Dyal Fund III 2015 $ 8,350 $ 5,318 $ 3,246 $ 2,959 $ 4,229 $ 7,188 2.70x 2.21x 31.3 % 23.4 %
Dyal Fund IV 2018 $ 13,879 $ 9,041 $ 5,119 $ 2,634 $ 6,339 $ 8,973 2.10x 1.75x 93.7 % 57.6 %
Dyal Fund V 2020 $ 13,223 $ 12,452 $ 1,336 $ - $ 1,956 $ 1,956 NM NM NM NM
(1)Valuation-related amounts and performance metrics are presented on a quarter
lag and are exclusive of investments made by us and the related carried interest
vehicles of the respective products.
(2)Invested capital includes capital calls.
(3)Realized proceeds represent the sum of all cash distributions to investors.
(4)Unrealized value represents the product's NAV. There can be no assurance that
unrealized values will be realized at the valuations indicated.
(5)Gross MoIC is calculated by adding total realized proceeds and unrealized
values of a product's investments and dividing by the total amount of invested
capital. Gross MoIC is calculated before giving effect to management fees and
carried interest, as applicable.
(6)Net MoIC measures the aggregate value generated by a product's investments in
absolute terms. Net MoIC is calculated by adding total realized proceeds and
unrealized values of a product's investments and dividing by the total amount of
invested capital. Net MoIC is calculated after giving effect to management fees
and carried interest, as applicable, and all other expenses.
(7)Gross IRR is an annualized since inception gross internal rate of return of
cash flows to and from the product and the product's residual value at the end
of the measurement period. Gross IRRs are calculated before giving effect to
management fees and carried interest, as applicable.
(8)Net IRR is an annualized since inception net internal rate of return of cash
flows to and from the product and the product's residual value at the end of the
measurement period. Net IRRs reflect returns to all investors. Net IRRs are
calculated after giving effect to management fees and carried interest, as
applicable, and all other expenses. An individual investor's IRR may differ from
the reported IRR based on the timing of capital transactions.
Real Estate
MoIC IRR
Invested Realized Unrealized
Capital Capital Proceeds Value Total
(dollars in millions) Year of Inception AUM Raised (2) (3) (4) Value Gross (5) Net (6) Gross (7) Net (8)
Net Lease (1)
Oak Street Real Estate
Capital Fund IV 2017 $ 1,261 $
1,250
1.71x 1.55x 28.1 % 22.6 %
Oak Street Real Estate
Capital Net Lease
Property Fund 2019 $ 6,014 $ 3,161 $ 3,161 $ 270 $ 3,664 $ 3,934 1.22x 1.21x 18.7 % 17.7 %
Oak Street Real Estate
Capital Fund V 2020 $ 3,643 $
2,500
NM NM NM NM
Oak Street Asset-Backed Securitization (9) 2020$ 3,005 $ 2,713 $ 342 $ 74 $ 370 $ 444 NM NM NM NM (1)Valuation-related amounts and performance metrics, as well as invested capital and realized proceeds, are presented on a quarter lag where applicable. (2)Invested capital includes investments by the general partner, capital calls, dividends reinvested and periodic investors closes, as applicable. (3)Realized proceeds represent the sum of all cash distributions to all investors. (4)Unrealized value represents the fund's NAV. There can be no assurance that unrealized values will be realized at the valuations indicated. (5)Gross MoIC is calculated by adding total realized proceeds and unrealized values of a product's investments and dividing by the total amount of invested capital. Gross MoIC is calculated before giving effect to management fees and carried interest, as applicable. (6)Net MoIC measures the aggregate value generated by a product's investments in absolute terms. Net MoIC is calculated by adding total realized proceeds and unrealized values of a product's investments and dividing by the total amount of invested capital. Net MoIC is calculated after giving effect to management fees and carried interest, as applicable, and all other expenses. 13 -------------------------------------------------------------------------------- Table of Contents (7)Gross IRR is an annualized since inception gross internal rate of return of cash flows to and from the product and the product's residual value at the end of the measurement period. Gross IRRs are calculated before giving effect to management fees and carried interest, as applicable. (8)Net IRR is an annualized since inception net internal rate of return of cash flows to and from the product and the product's residual value at the end of the measurement period. Net IRRs reflect returns to all investors. Net IRRs are calculated after giving effect to management fees and carried interest, as applicable, and all other expenses. An individual investor's IRR may differ from the reported IRR based on the timing of capital transactions. (9)Capital raised for this product includes the par value of notes issued in the securitization. Invested capital, realized proceeds, unrealized and total values relate to the subordinated notes/equity of the securitization. 14
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GAAP Results of Operations Analysis
As a result of the Dyal, Oak Street and Wellfleet Acquisitions, prior period amounts are not comparable to current period amounts or expected future trends.Dyal Capital's , Oak Street's and Wellfleet's results of operations are included from the business combination dates,May 19, 2021 ,December 29, 2021 , andApril 1, 2022 , respectively. Three Months EndedSeptember 30, 2022 , Compared to the Three Months EndedSeptember 30, 2021 Three Months Ended September 30, (dollars in thousands) 2022 2021 $ Change
Revenues
Management fees, net (includes Part I Fees of$62,808 $ 338,377 $ 203,750 $ 134,627 and$43,659 ) Administrative, transaction and other fees 32,609 44,125 (11,516) Total Revenues, Net 370,986 247,875 123,111 Expenses Compensation and benefits 234,745 96,910 137,835 Amortization of intangible assets 65,835 46,191 19,644 General, administrative and other expenses 67,972 28,438 39,534 Total Expenses 368,552 171,539 197,013 Other Income (Loss) Net losses on investments (592) (145) (447) Interest expense (15,027) (6,112) (8,915) Change in TRA liability 3,599 (4,733) 8,332 Change in warrant liability (2,747) (27,462) 24,715 Change in earnout liability (1,760) (293,122) 291,362 Total Other Income (Loss) (16,527) (331,574) 315,047 Loss Before Income Taxes (14,093) (255,238) 241,145 Income tax expense (benefit) (4,085) (14,391) 10,306 Consolidated and Combined Net Loss (10,008) (240,847) 230,839
Net loss attributable to noncontrolling interests 12,068
187,524 (175,456) Net Income (Loss) Attributable to Blue Owl Capital Inc.$ 2,060 $ (53,323) $ 55,383 Revenues, Net Management Fees. The increase in management fees was primarily driven by increased management fees across the Direct Lending products of$56.7 million , which includes both the accretive impact of the Wellfleet Acquisition that closed inApril 2022 , as well as continued fundraising and deployment of capital within new and existing Direct Lending products. Management fees also increased$56.8 million in our GP Capital Solutions products, primarily driven by fundraising inDyal Fund V . Our Real Estate products contributed$21.1 million towards the increase due to the accretive impact of the Oak Street Acquisition that closed inDecember 2021 . See Note 6 to our Financial Statements for additional details on our GAAP management fees by product and strategy.
Administrative, Transaction and Other Fees. The decrease in administrative, transaction and other fees was driven primarily by a decrease in fee income earned for services provided to portfolio companies, reflecting a lower volume of transactions on which we earn such fees.
Expenses
Compensation and Benefits. Compensation and benefits expenses increased due to a$92.4 million increase in equity-based compensation, which was driven by the following: (i) a$47.1 million increase related to acquisitions, driven by the Oak Street and Wellfleet Acquisitions; (ii) a$27.4 million increase related to recurring annual grants to employees, as such amounts were granted for the first time during the fourth quarter of 2021; and (iii) a$17.9 million increase related to one-time grants to employees in connection with the Business Combination, as such grants were made during the fourth quarter of 2021. Additionally, compensation and benefits increased by$16.5 million due to the amortization of cash earnouts, primarily related to the Oak Street Acquisition. The remaining increase was driven by the 73% increase in headcount fromSeptember 30, 2021 toSeptember 30, 2022 , which is inclusive of the increase in headcount related to the Oak Street Acquisition and Wellfleet Acquisition. 15
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Amortization of Intangible Assets. Amortization of intangible assets increased due to the addition of intangible assets in connection with the Oak Street Acquisition inDecember 2021 and the Wellfleet Acquisition inApril 2022 . See Note 3 to our Financial Statements for additional information. General, Administrative and Other Expenses. General, administrative and other expenses increased, primarily driven by a$33.3 million increase in distribution costs due to increased fundraising.
Other Loss
Interest Expense. The increase in interest expense was driven by higher average debt outstanding.
Change in TRA Liability. The change in the TRA liability for the current year period and prior year period was not material.
Change in Warrant Liability. InAugust 2022 , the Public Warrants were redeemed, see Note 1 for additional information. The change in the warrant liability for the current year period was not material. The change in the warrant liability in the prior year period was driven by the increase in the price of our Class A Shares. Change in Earnout Liability. There was no material change to the earnout liability for the current year period. The change in the fair value of the earnout liability for the prior year period was primarily due to the increase in our Class A Share price, as such input was a material driver of the valuation of theEarnout Securities carried at fair value.
Income Tax Expense (Benefit)
Prior to the Business Combination, our income was generally subject to New York
City Unincorporated Business Tax ("UBT"), as the operating entities are
partnerships for U.S. federal income tax purposes. As a result of the Business
Combination, the portion of income allocable to the Registrant is now also
generally subject to corporate tax rates at the U.S. federal and state and local
levels. For the period, the income tax benefit decreased due to higher pre-tax
income as a result of the drivers discussed above. Please see Note 10 to our
Financial Statements for a discussion of the significant tax differences that
impacted our effective tax rate.
Net Income (Loss) Attributable to Noncontrolling Interests
Net income (loss) attributable to noncontrolling interests in the current year primarily represents the allocation to Common Units of their pro rata share of theBlue Owl Operating Group's post-Business Combination net income due to the drivers discussed above. The Common Units represent an approximately 69% interest in theBlue Owl Operating Group during the third quarter of 2022. Prior to the Business Combination, amounts attributable to noncontrolling interests were not significant. 16
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Nine Months EndedSeptember 30, 2022 , Compared to the Nine Months EndedSeptember 30, 2021 Nine Months Ended September 30, (dollars in thousands) 2022 2021 $ Change
Revenues
Management fees, net (includes Part I Fees of
$ 870,334 $ 440,598 $ 429,736 Administrative, transaction and other fees 103,875 94,761 9,114 Total Revenues, Net 974,209 535,359 438,850 Expenses Compensation and benefits 646,755 1,366,459 (719,704) Amortization of intangible assets 192,246 67,527 124,719 General, administrative and other expenses 165,655 94,818 70,837 Total Expenses 1,004,656 1,528,804 (524,148) Other Income (Loss) Net losses on investments (710) (145) (565) Net losses on retirement of debt - (16,145) 16,145 Interest expense (42,912) (17,787) (25,125) Change in TRA liability (4,683) (5,879) 1,196 Change in warrant liability 35,734 (42,762) 78,496 Change in earnout liability (2,464) (756,092) 753,628 Total Other Income (Loss) (15,035) (838,810) 823,775 Loss Before Income Taxes (45,482) (1,832,255) 1,786,773 Income tax expense (benefit) (3,492) (43,402) 39,910 Consolidated and Combined Net Loss (41,990) (1,788,853) 1,746,863
Net loss attributable to noncontrolling interests 31,109
1,412,600 (1,381,491)
Net Loss Attributable to
Revenues, Net Management Fees. The increase in management fees was primarily driven by increased management fees across the Direct Lending products of$136.4 million , which includes both the accretive impact of the Wellfleet Acquisition, as well as continued fundraising and deployment of capital within new and existing Direct Lending products. Management fees also increased$235.9 million in our GP Capital Solutions products, primarily driven by the accretive impact of the Dyal Acquisition that closed inMay 2021 , as well as continued fundraising inDyal Fund V . Our Real Estate products contributed$57.5 million due to the accretive impact of the Oak Street Acquisition. See Note 6 to our Financial Statements for additional details on our GAAP management fees by product and strategy. Administrative, Transaction and Other Fees. The increase in administrative, transaction and other fees was driven primarily by the following: (i) an increase of$15.9 million in administrative fees, driven by a higher level of reimbursable expenses due to growth in our products and business overall; (ii) a$14.4 million increase in dealer manager revenues due to growth in the distribution of our retail BDCs; (iii) partially offset by a$21.1 million decrease in fee income earned for services provided to portfolio companies, reflecting a lower volume of transactions on which we earn such fees.
Expenses
Compensation and Benefits. Compensation and benefits expenses decreased due to an$865.0 million decrease in equity-based compensation, which was driven by the following: (i) a$988.7 million decrease related to acquisitions, primarily due to a$1.2 billion charge related to Blue Owl Operating Group Units issued in connection with the Business Combination, with the remaining offsetting increase related to the Oak Street and Wellfleet Acquisitions; (ii) an offsetting$69.2 million increase related to recurring annual grants to employees, as such amounts were granted for the first time during the fourth quarter of 2021; and (iii) an offsetting$54.5 million increase related to one-time grants to employees in connection with the Business Combination, as such grants were made during the fourth quarter of 2021. Additionally, compensation and benefits was impacted by an increase of$48.7 million due to the amortization of cash earnouts, primarily related to the Oak Street Acquisition. The remaining offsetting increase was driven by the increase in headcount, which is inclusive of the increase in headcount related to the Dyal Acquisition, Oak Street Acquisition and Wellfleet Acquisition. 17
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Amortization of Intangible Assets. Amortization of intangible assets increased due to the addition of intangible assets in connection with the Business Combination inMay 2021 , the Oak Street Acquisition inDecember 2021 and the Wellfleet Acquisition inApril 2022 . See Note 3 to our Financial Statements for additional information. General, Administrative and Other Expenses. General, administrative and other expenses increased, primarily driven by an increase in distribution costs of$54.3 million due to increased fundraising, partially offset by a$14.6 million decrease in professional fees due in part to Business Combination-related expenses that were incurred in the prior year period. The remaining net increase was across various categories, driven by our continued growth.
Other Loss
Interest Expense. The increase in interest expense was driven by higher average debt outstanding.
Change in TRA Liability. The change in the TRA liability for the current year period and prior year period was not material.
Change in Warrant Liability. InAugust 2022 , the Public Warrants were redeemed, see Note 1 for additional information. The change in the warrant liability for the current year period was driven by the decrease in the price of our Class A Shares. The change in the warrant liability in the prior year period was driven by the increase in the price of our Class A Shares. Change in Earnout Liability. There was no material change to the earnout liability for the current year period. The change in the fair value of the earnout liability in the prior year period was primarily due to the increase in our Class A Share price, as such input was a material driver of the valuation of theEarnout Securities carried at fair value.
Income Tax Expense (Benefit)
Prior to the Business Combination, our income was generally subject to New York City UBT, as the operating entities are partnerships forU.S. federal income tax purposes. As a result of the Business Combination, the portion of income allocable to the Registrant is now also generally subject to corporate tax rates at theU.S. federal and state and local levels. For the period, the income tax benefit decreased due to higher pre-tax income as a result of the drivers discussed above. Please see Note 10 to our Financial Statements for a discussion of the significant tax differences that impacted our effective tax rate.
Net Loss Attributable to Noncontrolling Interest
Net loss attributable to noncontrolling interests in the current year primarily represents the allocation to Common Units of their pro rata share of theBlue Owl Operating Group's post-Business Combination net loss due to the drivers discussed above. The Common Units represented an approximately 70% weighted average economic interest in theBlue Owl Operating Group during the nine months endedSeptember 30, 2022 . Prior to the Business Combination, amounts attributable to noncontrolling interests were not significant, and related primarily to third-party interests held in certain of our consolidated investment advisor holding companies.
Non-GAAP Analysis
In addition to presenting our consolidated and combined results in accordance
with GAAP, we present certain other financial measures that are not presented in
accordance with GAAP. Management uses these measures to assess the performance
of our business, and we believe that this information enhances the ability of
shareholders to analyze our performance from period to period. These non-GAAP
financial measures supplement and should be considered in addition to and not in
lieu of our GAAP results, and such measures should not be considered as
indicative of our liquidity. Our non-GAAP measures may not be comparable to
other similarly titled measures used by other companies. Please see "-Non-GAAP
Reconciliations" for reconciliations of these measures to the most comparable
measures prepared in accordance with GAAP.
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Fee-Related Earnings and Related Components
Fee-Related Earnings is a supplemental non-GAAP measure of operating performance used to make operating decisions and assess our operating performance. Fee-Related Earnings excludes certain items that are required for the presentation of our results on a GAAP basis. Management also reviews the components that comprise Fee-Related Earnings (i.e., FRE Revenues and FRE Expenses) on the same basis used to calculate Fee-Related Earnings, and such components are also non-GAAP measures and have been identified with the prefix "FRE" in the tables and discussion below. Management believes that by excluding these items, which are described below, Fee-Related Earnings and its components can be useful as supplemental measures to our GAAP results in assessing our operating performance and focusing on whether our recurring revenues, primarily consisting of management fees, are sufficient to cover our recurring operating expenses. Fee-Related Earnings exclude various items that are required for the presentation of our results under GAAP, including the following: noncontrolling interests in the Blue Owl Operating Partnerships; equity-based compensation expense; compensation expenses related to capital contributions in certain subsidiary holding companies that are in-turn paid as compensation to certain employees, as such contributions are not included in Fee-Related Earnings or Distributable Earnings; amortization of acquisition-related earnouts; amortization of intangible assets; "Transaction Expenses" as defined below; net gains (losses) on investments, changes in TRA liability, earnout and warrant liabilities; net losses on retirement of debt; interest and taxes. In addition, management reviews revenues by reducing GAAP administrative, transaction and other fees for certain expenses related to reimbursements from our products, which are presented gross for GAAP but net for non-GAAP measures. Transaction Expenses are expenses incurred in connection with the Business Combinations and other acquisitions and strategic transactions, including subsequent adjustments related to such transactions, that were not eligible to be netted against consideration or recognized as acquired assets and assumed liabilities in the relevant transaction. Starting in the first quarter of 2022, Transaction Expenses also include expenses paid on behalf of certain products that are expected to be reimbursed in subsequent periods; such amounts were not material to the prior periods presented, and therefore such periods have not been restated for this change.
Distributable Earnings
Distributable Earnings is a supplemental non-GAAP measure of operating performance that equals Fee-Related Earnings plus or minus, as relevant, realized performance income and related compensation, interest expense, as well as amounts payable for taxes and payments made pursuant to the TRA. Amounts payable for taxes presents the current income taxes payable, excluding the impact of tax contingency-related accrued expenses or benefits, as such amounts are included when paid or received, related to the respective period's earnings, assuming that all Distributable Earnings were allocated to the Registrant, which would occur following the exchange of all Blue Owl Operating Group Units for Class A Shares. Current income taxes payable and payments made pursuant to the TRA reflect the benefit of tax deductions that are excluded when calculating Distributable Earnings (e.g., equity-based compensation expenses, net losses on retirement of debt, Transaction Expenses, tax goodwill, etc.). If these tax deductions were to be excluded from amounts payable for taxes, Distributable Earnings would be lower and our effective tax rate would appear to be higher, even though a lower amount of income taxes would have been paid or payable for a period's earnings. We make these adjustments when calculating Distributable Earnings to more accurately reflect the net realized earnings that are expected to be or become available for distribution or reinvestment into our business. Management believes that Distributable Earnings can be useful as a supplemental performance measure to our GAAP results assessing the amount of earnings available for distribution.
Fee-Related Earnings and Distributable Earnings Summary
Three Months Ended September 30, Nine Months Ended September 30,
(dollars in thousands) 2022 2021 2022 2021
FRE revenues $ 362,973 $ 235,732 $ 953,382 $ 511,042
FRE expenses (157,610) (92,405) (381,451) (221,460)
Net loss (income) allocated to
noncontrolling interests included in
Fee-Related Earnings 4,451 (1,469) 6,330 (3,243)
Fee-Related Earnings $ 209,814 $ 141,858 $ 578,261 $ 286,339
Distributable Earnings $ 191,673 $ 142,750 $ 527,801 $ 268,140
Fee-Related Earnings and Distributable Earnings increased year-over-year as a
result of the accretive impact of the Dyal Acquisition, Oak Street Acquisition
and Wellfleet Acquisition, as well as higher FRE revenues in Direct Lending,
partially offset by higher FRE expenses, as further discussed below.
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FRE Revenues
Three Months Ended September 30, Nine Months Ended September 30,
(dollars in thousands) 2022 2021 2022 2021
Direct Lending Products
Diversified lending $ 126,492 $ 90,885 $ 340,853 $ 251,136
Technology lending 29,905 16,820 76,738 47,404
First lien lending 4,213 4,098 11,867 11,730
Opportunistic lending 2,312 1,166 6,583 2,470
CLOs 6,778 - 13,073 -
Management Fees, Net 169,700 112,969 449,114 312,740
Administrative, transaction and other fees 13,667 31,012 51,536 69,474
FRE Revenues - Direct Lending Products 183,367 143,981 500,650 382,214
GP Capital Solutions Products
GP minority equity investments 153,563 85,426 380,097 121,767
GP debt financing 3,532 6,165 9,990 6,901
Professional sports minority investments 283 160 1,296 160
Management Fees, Net 157,378 91,751 391,383 128,828
Administrative, transaction and other fees 1,159 - 3,898 -
FRE Revenues - GP Capital Solutions
Products 158,537 91,751 395,281 128,828
Real Estate Products
Net lease 21,069 - 57,451 -
Management Fees, Net 21,069 - 57,451 -
FRE Revenues - Real Estate Products 21,069 - 57,451 -
Total FRE Revenues $ 362,973 $ 235,732 $ 953,382 $ 511,042
For the three months ended September 30, 2022 , Direct Lending FRE revenues
increased due to both the accretive impact of the Wellfleet Acquisition, as well
as continued fundraising and deployment of capital within new and existing
Direct Lending products. GP Capital Solutions FRE revenues increased primarily
driven the fundraising in Dyal Fund V . Our Real Estate products increased due to
the accretive impact of the Oak Street Acquisition. These increases were
partially offset by lower administrative, transaction and other fees, driven
primarily by a decrease in fee income earned for services provided to portfolio
companies, reflecting a lower volume of transactions on which we earn such fees.
For the nine months ended September 30, 2022 , Direct Lending FRE revenues
increased due to both the accretive impact of the Wellfleet Acquisition, as well
as continued fundraising and deployment of capital within new and existing
Direct Lending products. GP Capital Solutions FRE revenues increased primarily
driven by the accretive impact of the Dyal Acquisition that closed in May 2021 ,
as well as continued fundraising in Dyal Fund V . Our Real Estate products
increased due to the accretive impact of the Oak Street Acquisition. These
increases were partially offset by lower administrative, transaction and other
fees, driven primarily by a decrease in fee income earned for services provided
to portfolio companies, reflecting a lower volume of transactions on which we
earn such fees.
FRE Expenses
Three Months Ended September 30, Nine Months Ended September 30,
(dollars in thousands) 2022 2021 2022 2021
FRE compensation and benefits $ (98,535) $ (70,664) $ (259,313) $ (171,345)
FRE general, administrative and other
expenses (59,075) (21,741) (122,138) (50,115)
Total FRE Expenses $ (157,610) $ (92,405) $ (381,451) $ (221,460)
For the three months ended September 30, 2022 , FRE compensation and benefits
expenses increase was driven by the 73% increase in headcount from September 30,
2021 to September 30, 2022 , which is inclusive of the increase in headcount
related to the Oak Street Acquisition and Wellfleet Acquisition. FRE general,
administrative and other expenses increased, primarily driven by an increase of
$29.2 million in distribution costs due to increased fundraising.
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For the nine months endedSeptember 30, 2022 , FRE compensation and benefits expenses increase was driven by the increase in headcount, which is inclusive of the increase in headcount related to the Dyal Acquisition, Oak Street Acquisition and Wellfleet Acquisition. FRE general, administrative and other expenses increased, primarily driven by an increase in distribution costs of$39.6 million due to increased fundraising and the remaining net increase was across various categories, driven by our continued growth.
Non-GAAP Reconciliations
The table below presents the reconciliation of the non-GAAP measures presented
throughout this MD&A. Please see "-Non-GAAP Analysis" for important information
regarding these measures.
Three Months Ended September 30, Nine Months Ended September 30,
(dollars in thousands) 2022 2021 2022 2021
GAAP (Loss) Income Before Income Taxes $ (14,093) $
(255,238)
4,451 (1,469) 6,330 (3,243)
Strategic Revenue-Share Purchase consideration
amortization 9,770 970 27,614 970
Equity-based compensation - other 27,381 - 69,200 -
Equity-based compensation - acquisition related 62,831 15,722 185,624 1,174,319
Equity-based compensation - Business Combination
grants 17,864 - 54,538 -
Capital-related compensation 972 - 2,652 -
Acquisition-related cash earnout amortization 16,515 - 48,708 -
Amortization of intangible assets 65,835 46,191 192,246 67,527
Transaction Expenses 1,761 4,108 21,796 40,211
Interest expense 15,027 6,112 42,912 17,787
Net losses (gains) on investments 592 145 710 145
Net losses on early retirement of debt - - - 16,145
Change in TRA liability (3,599) 4,733 4,683 5,879
Change in warrant liability 2,747 27,462 (35,734) 42,762
Change in earnout liability 1,760 293,122 2,464 756,092
Fee-Related Earnings 209,814 141,858 578,261 286,339
Interest expense (15,033) (6,112) (42,912) (17,787)
Taxes and TRA payments (3,108) 7,004 (7,548) (412)
Distributable Earnings 191,673 142,750 527,801 268,140
Interest expense 15,033 6,112 42,912 17,787
Taxes and TRA payments 3,108 (7,004) 7,548 412
Fixed assets depreciation and amortization 235 191 694 456
Adjusted EBITDA $ 210,049 $ 142,049 $ 578,955 $ 286,795
Three Months Ended September 30, Nine Months Ended September 30,
(dollars in thousands) 2022 2021 2022 2021
GAAP Revenues $ 370,986 $ 247,875 $ 974,209 $ 535,359
Strategic Revenue-Share Purchase
consideration amortization 9,770 970 27,614 970
Administrative and other fees (17,783) (13,113) (48,441) (25,287)
FRE Revenues $ 362,973 $ 235,732 $ 953,382 $ 511,042
Three Months Ended September 30, Nine Months Ended September 30,
(dollars in thousands) 2022 2021 2022 2021
GAAP Compensation and Benefits $ 234,745 $ 96,910 Equity-based compensation - other (27,381) - (68,478) - Equity-based compensation - acquisition related (62,831) (15,722) (185,624) (1,174,319) Equity-based compensation - Business Combination grants (17,864) - (54,538) - Capital-related compensation (973) - (2,652) - Acquisition-related cash earnout amortization (16,515) - (48,708) - Administrative and other expenses (10,646) (10,524) (27,442) (20,795) FRE Compensation and Benefits$ 98,535 $ 70,664 $ 259,313 $ 171,345 21
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Three Months Ended September 30, Nine Months Ended September 30,
(dollars in thousands) 2022 2021 2022 2021
GAAP General, Administrative and Other
Expenses $ 67,972 $ 28,438 $ 165,655 $ 94,818
Transaction Expenses (1,761) (4,108) (21,796) (40,211)
Equity-based compensation - other - - (722) -
Administrative and other expenses (7,136) (2,589) (20,999) (4,492)
FRE General, Administrative and Other
Expenses $ 59,075 $ 21,741 Critical Accounting Estimates
We prepare our Financial Statements in accordance withU.S. GAAP. In applying many of these accounting principles, we make estimates that affect the reported amounts of assets, liabilities, revenues and expenses in our consolidated and combined financial statements. We base our estimates on historical experience and other factors that we believe are reasonable under the circumstances. These estimates, however, are subjective and subject to change, and actual results may differ materially from our current estimates due to the inherent nature of these estimates, including uncertainty in the current economic environment due to unexpectedly high and persistent inflation, a shifting interest rate environment, geopolitical events, and ongoing impact from COVID-19 globally. For a summary of our significant accounting policies, see Note 2 to our Financial Statements. Estimation of Fair Values
Investments Held by our Products
The fair value of the investments held by our Direct Lending products is the primary input to the calculation for the majority of our management fees. Management fees from our GP Capital Solutions and Real Estate products are generally based on commitments or investment cost, so our management fees are generally not impacted by changes in the estimated fair values of investments held by these products. However, to the extent that management fees are calculated based on investment cost of the product's investments, the amount of fees that we may charge will increase or decrease from the effect of changes in the cost basis of the product's investments, including potential impairment losses. In the absence of observable market prices, we use valuation methodologies applied on a consistent basis and assumptions that we believe market participants would use to determine the fair value of the investments. For investments where little market activity exists, the determination of fair value is based on the best information available, we incorporate our own assumptions and involves a significant degree of judgment, and the consideration of a combination of internal and external factors. Our products generally value their investments at fair value, as determined in good faith by each product's respective board of directors or valuation committee, as applicable, based on, among other things, the input of third party valuation firms and taking into account the nature and realizable value of any collateral, an investee's ability to make payments and its earnings, the markets in which the investee operates, comparison to publicly traded companies, discounted cash flows, current market interest rates and other relevant factors. Because such valuations are inherently uncertain, the valuations may fluctuate significantly over time due to changes in market conditions. These valuations would, in turn, have corresponding proportionate impacts on the amount of management fees that we may earn from certain products on which revenues are based on the fair value of investments.
TRA Liability
We carry a portion of our TRA liability at fair value, as it is contingent
consideration related to the Dyal Acquisition. The valuation of this portion of
the TRA liability is mostly sensitive to our expectation of future cash savings
that we may ultimately realize related to our tax goodwill and other intangible
assets deductions. We then apply a discount rate that we believe is appropriate
given the nature of and expected timing of payments of the liability. A decrease
in the discount rate assumption would result in an increase in the fair value
estimate of the liability, which would have a correspondingly negative impact on
our GAAP results of operations. However, payments under the TRA are ultimately
only made to the extent we realize the offsetting cash savings on our income
taxes due to the tax goodwill and other intangibles deduction. See Note 9 to our
Financial Statements for additional details.
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Earnout Liability and Private Placement Warrants Liability
The fair values of ourEarnout Securities liability and Private Placement Warrants liability were determined using various significant unobservable inputs. The assumptions used could have a material impact on the valuation of these liabilities, and include our best estimate of expected volatility, expected holding periods and appropriate discounts for lack of marketability. Changes in the estimated fair values of these liabilities may have material impacts on our results of operations in any given period, as any increases in these liabilities have a corresponding negative impact on our GAAP results of operations in the period in which the changes occur. See Note 9 to our Financial Statements for additional details.
Equity-based Compensation
The fair values of our equity-based compensation RSU, Incentive Unit grants and Wellfleet Earnout are generally determined using our Class A Share price on the grant date, adjusted for the lack of dividend participation during the vesting period, and the application of a discount for lack of marketability on RSUs and Incentive Units that are subject to a one-year post-vesting transfer restriction. The higher these discounts, the lower the compensation expense taken over time for these grants. For the Oak Street Earnout Units that were classified as equity-based compensation for GAAP, we usedMonte Carlo simulations that had various significant unobservable inputs. The assumptions used have a material impact on the valuation of these grants, and include our best estimate of expected volatility, expected holding periods and appropriate discounts for lack of marketability. The higher the expected volatility, the higher the compensation expense taken each period for these grants. The higher the expected holding periods and discount for lack of marketability, the lower the compensation expense taken each period for these grants. See Note 8 to our Financial Statements for additional details.
Deferred Tax Assets
Substantially all of our deferred tax assets relate to the goodwill and other
intangible assets deductible for tax purposes, as well as subsequent payments
expected to be made under the TRA. In accordance with relevant tax rules, we
expect to take substantially all of these goodwill and other intangible
deductions over a 15-year period following the applicable transaction. To the
extent we generate insufficient taxable income to take the full deduction in any
given year, we will generate a net operating loss ("NOL") that is available for
us to use over an indefinite carryforward period in order to fully realize the
deferred tax assets.
When evaluating the realizability of deferred tax assets, all evidence-both
positive and negative-is considered. This evidence includes, but is not limited
to, expectations regarding future earnings, future reversals of existing
temporary tax differences and tax planning strategies. We did not take into
account any tax planning strategies when arriving at this conclusion; however,
the other assumptions underlying the taxable income estimates, are based on our
near-term operating model. If we experience a significant decline in AUM for any
extended time during the period for which these estimates relate and we do not
otherwise experience offsetting growth rates in other periods, we may not
generate taxable income sufficient to realize the deferred tax assets and may
need to record a valuation allowance. However, given the indefinite carryforward
period available for NOLs and the conservative estimates used to prepare the
taxable income projections, the sensitivity of our estimates and assumptions are
not likely to have a material impact on our conclusion that a valuation
allowance is not needed.
Impairment of
Our ongoing accounting for goodwill and other intangible assets acquired as part
of the Business Combination requires us to make significant estimates and
assumptions as we exercise judgement to evaluate these assets for impairment. We
generally undertake a qualitative review of factors that may indicate whether an
impairment exists. We take into account factors such as the growth in AUM and
FPAUM, general economic conditions, and various other factors that require
judgement in deciding whether a quantitative analysis should be undertaken. Our
evaluation for indicators of impairment may not capture a potential impairment,
which could result in an overstatement of the carrying values of goodwill and
other intangible assets.
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Variable Interest Entities
The determination of whether to consolidate a variable interest entity ("VIE")
under GAAP requires a significant amount of judgment concerning the degree of
control over an entity by its holders of variable interests. To make these
judgments, we conduct an analysis, on a case-by-case basis, of whether we are
the primary beneficiary and are therefore required to consolidate an entity. We
continually reconsider whether we should consolidate a VIE. Upon the occurrence
of certain events, such as modifications to organizational documents and
investment management agreements of our products, we will reconsider our
conclusion regarding the status of an entity as a VIE. Our judgement when
analyzing the status of an entity and whether we consolidate an entity could
have a material impact on individual line items within our consolidated and
combined statements, as a change in our conclusion would have the effect of
grossing up the assets, liabilities, revenues and expenses of the entity being
evaluated. In light of the relevantly insignificant direct and indirect
investments into our products, the likelihood of a reasonable change in our
estimation and judgement would likely not result in a change in our conclusions
to consolidate or not consolidate any VIEs to which we have exposure.
Impact of Changes in Accounting on Recent and Future Trends
We believe that none of the changes to GAAP that went into effect during the nine months endedSeptember 30, 2022 , or that have been issued but that we have not yet adopted, are expected to substantively impact our future trends.
Liquidity and Capital Resources
Overview
We rely on management fees as the primary source of our operating liquidity. From time to time we may rely on the use of revolving credit facilities between management fee collection dates, which generally occur on a quarterly basis. We may also rely on our Revolving Credit Facility for liquidity needed to fund acquisitions, which we may replace with longer-term financing, subject to market conditions. To the extent that we have excess liquidity, we may invest such excess liquidity in corporate bonds, agency securities and other investments.
We ended the third quarter of 2022 with
Over the short and long term, we may use cash and cash equivalents, issue additional debt or equity securities, or may seek other sources of liquidity to:
•Grow our existing investment management business.
•Expand, or acquire, into businesses that are complementary to our existing investment management businesses or other strategic growth initiatives.
•Pay operating expenses, including cash compensation to our employees.
•Repay debt obligations and interest thereon.
•Opportunistically repurchase Class A Shares pursuant to the share repurchase program discussed below.
•Pay income taxes and amounts due under the TRA.
•Pay dividends to holders of our Class A Shares, as well as make corresponding
distributions to holders of Common Units at the
•Fund debt and equity investment commitments to existing or future products.
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Debt Obligations
As ofSeptember 30, 2022 , our long-term debt obligations consisted of$700.0 million of 2031 Notes,$400.0 million of 2032 Notes and$350.0 million of 2051 Notes. We also had$112.0 million outstanding under our Revolving Credit Facility, which amount was fully repaid subsequent to quarter end. We expect to use cash on hand to pay interest and principal due on our financing arrangements over time, which would reduce amounts available for dividends and distributions to our shareholders. We may choose to refinance all or a portion of any amounts outstanding on or prior to their respective maturity dates by issuing new debt, which could result in higher borrowing costs. We may also choose to repay borrowing by using proceeds from the issuance of equity or other securities, which would dilute shareholders. See Note 4 to our Financial Statements in this report for additional information regarding our debt obligations. Management regularly reviews Adjusted EBITDA to assess our ability to service our debt obligations. Adjusted EBITDA is equal to Distributable Earnings plus interest expense, taxes payable and TRA payments, and fixed assets depreciation and amortization. Adjusted EBITDA is a non-GAAP financial measure that supplements and should be considered in addition to and not in lieu of our GAAP results, and such measure should not be considered as indicative of our liquidity. Adjusted EBITDA may not be comparable to other similarly titled measured used by other companies. Adjusted EBITDA was$210.0 million for the quarter endedSeptember 30, 2022 . Please see "-Non-GAAP Reconciliations" for reconciliations of Adjusted EBITDA to the most comparable measures prepared in accordance with GAAP. Share Repurchase Program OnMay 4, 2022 , our Board authorized the repurchase of up to$150.0 million of Class A Shares. Under the repurchase program (the "Program"), repurchases may be made from time to time in open market transactions, in privately negotiated transactions or otherwise. The timing and the actual numbers repurchased will depend on a variety of factors, including legal requirements, price and economic and market conditions. The Program may be changed, suspended or discontinued at any time and will terminate upon the earlier of (i) the purchase of all shares available under the Program or (ii)December 31, 2024 . During the three months endedSeptember 30, 2022 , we repurchased 1,021,079 Class A Shares for an aggregate amount of$9.8 million , excluding commission costs, using cash on hand. The Program replaced the previously authorized program, under which program we repurchased 2,000,000 shares during the first quarter of 2022 using cash on hand. Future share repurchases may be funded using cash on hand, which would reduce amounts available for dividends and distributions, or by incurring additional debt. Tax Receivable Agreement As discussed in Note 11 to our Financial Statements in this report, we may in the future be required to make payments under the TRA. As ofSeptember 30, 2022 , assuming no material changes in the relevant tax law and that we generate sufficient taxable income to realize the full tax benefit of the increased amortization resulting from the increase in tax basis of certainBlue Owl Operating Group assets, we expect to pay approximately$908.2 million under the TRA. Future cash savings and related payments under the TRA in respect of subsequent exchanges of Blue Owl Operating Group Units for Class A or B Shares would be in addition to these amounts. Payments under the TRA are anticipated to increase the tax basis adjustment and, consequently, result in increasing annual amortization deductions in the taxable years of and after such increases to the original basis adjustments, and potentially will give rise to increasing tax savings with respect to such years and correspondingly increasing payments under the TRA. The obligation to make payments under the TRA is an obligation of Blue Owl GP, and any other corporate taxpaying entities that in the future may hold GP Units, and not of theBlue Owl Operating Group . We may need to incur debt to finance payments under the TRA to the extent theBlue Owl Operating Group does not distribute cash to Registrant or Blue Owl GP in an amount sufficient to meet our obligations under the TRA.
The actual increase in tax basis of the
•The amount and timing of our taxable income will impact the payments to be made
under the TRA. To the extent that we do not have sufficient taxable income to
utilize the amortization deductions available as a result of the increased tax
basis in the Blue Owl Operating Partnerships' assets, payments required under
the TRA would be reduced.
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•The price of our Class A Shares at the time of any exchange will determine the actual increase in tax basis of the Blue Owl Operating Partnerships' assets resulting from such exchange; payments under the TRA resulting from future exchanges, if any, will be dependent in part upon such actual increase in tax basis. •The composition of theBlue Owl Operating Group assets at the time of any exchange will determine the extent to which we may benefit from amortizing the increased tax basis in such assets and thus will impact the amount of future payments under the TRA resulting from any future exchanges. •The extent to which future exchanges are taxable will impact the extent to which we will receive an increase in tax basis of theBlue Owl Operating Group assets as a result of such exchanges, and thus will impact the benefit derived by us and the resulting payments, if any, to be made under the TRA.
•The tax rates in effect at the time any potential tax savings are realized, which would affect the amount of any future payments under the TRA.
Depending upon the outcome of these and other factors, payments that we may be obligated to make under the TRA in respect of exchanges could be substantial. In light of the numerous factors affecting our obligation to make payments under the TRA, the timing and amounts of any such actual payments are not reasonably ascertainable. Warrants We classify the warrants issued in connection with the Business Combination as liabilities in our consolidated and combined statements of financial condition, as in the event of a change in control, warrant holders have the ability to demand cash settlement from us.
In
Oak Street Cash Earnout and Wellfleet Earnout
A portion of the Oak Street Cash Earnout and the Wellfleet Earnout (each as defined in Note 3 to our Financial Statements) is classified as a liability and represents the fair value of the obligation to make future cash payments that would need to be made if all the respective Oak Street Triggering Events and Wellfleet Triggering Events occur. As we approach each Triggering Event, we generally would expect the respective liabilities to increase due to the passage of time, which would result in mark-to-market losses being recognized in our consolidated statement of operations. Further, the cash portion classified as compensation expense will be expensed and a corresponding accrued compensation liability will be recorded over the service period. To the extent we have insufficient cash on hand or that we opt to, we may rely on debt or equity financing to facilitate these transactions in the future. For details on the Oak Street Cash Earnout see Note 3 to the consolidated and combined audited financial statements included in the Company's Annual Report for additional information. For the Wellfleet Earnout see Note 3 to our Financial Statements for additional information.
Dividends and Distributions
We intend to continue to pay to Class A Shareholders (and ClassB Shareholders in the future to the extent any ClassB Shares are outstanding) a quarterly dividend representing approximately 85% of Distributable Earnings following the end of each quarter.Blue Owl Capital Inc.'s share of Distributable Earnings, subject to adjustment as determined by our Board to be necessary or appropriate to provide for the conduct of our business, to make appropriate investments in our business and products, to comply with applicable law, any of our debt instruments or other agreements, or to provide for future cash requirements such as tax-related payments, operating reserves, clawback obligations and dividends to shareholders for any ensuing quarter. All of the foregoing is subject to the qualification that the declaration and payment of any dividends are at the sole discretion of our Board, and our Board may change our dividend policy at any time, including, without limitation, to reduce or eliminate dividends entirely. 26
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The Blue Owl Operating Partnerships will make cash distributions ("Tax
Distributions") to the partners of such partnerships, including to Blue Owl GP,
if we determine that the taxable income of the relevant partnership will give
rise to taxable income for its partners. Generally, Tax Distributions will be
computed based on our estimate of the taxable income of the relevant partnership
allocable to a partner multiplied by an assumed tax rate equal to the highest
effective marginal combined U.S. federal, New York State and New York City
income tax rates prescribed for an individual or corporate resident in New York
City (taking into account certain assumptions set forth in the relevant
partnership agreements). Tax Distributions will be made only to the extent
distributions from the Blue Owl Operating Partnerships for the relevant year
were otherwise insufficient to cover the estimated assumed tax liabilities.
Holders of our Class A and B Shares may not always receive distributions or may
receive lower distributions on a per share basis at a time when we, indirectly
through Blue Owl GP, and holders of our Common Units are receiving distributions
on their interests, as distributions to the Registrant and Blue Owl GP may be
used to settle tax and TRA liabilities, if any, and other obligations.
Dividends are expected to be treated as qualified dividends under current law to
the extent of the Company's current and accumulated earnings and profits, with
any excess dividends treated as a return of capital to the extent of a
shareholder's basis, and any remaining excess generally treated as gain realized
on the sale or other disposition of stock.
Risks to our Liquidity
Our ability to obtain financing provides us with additional sources of liquidity. Any new financing arrangement that we may enter into may have covenants that impose additional limitations on us, including with respect to making distributions, entering into business transactions or other matters, and may result in increased interest expense. If we are unable to secure financing on terms that are favorable to us, our business may be adversely impacted. No assurance can be given that we will be able to issue new debt, enter into new credit facilities or issue equity or other securities in the future on attractive terms or at all. Adverse market conditions, including from unexpectedly high and persistent inflation, an increasing interest rate environment, geopolitical events, and ongoing impact from COVID-19 globally, may negatively impact our liquidity. Cash flows from management fees may be impacted by a slowdown or a decline in fundraising and deployment, as well as declines in the value of investments held in certain of our products. LIBOR Transition OnMarch 5, 2021 , theUK Financial Conduct Authority announced that it would phase out LIBOR as a benchmark immediately afterDecember 31, 2021 , for sterling, euro, Japanese yen, Swiss franc and 1-week and 2-monthU.S. Dollar settings and immediately afterJune 30, 2023 , the remainingU.S. Dollar settings. Our Notes are fixed rate borrowings, and therefore the LIBOR phase out will not have an impact on this borrowing. The Revolving Credit Facility is subject to SOFR rates at our option, or alternative rates that are not tied to LIBOR. Certain of our products hold investments and have borrowings that are tied to LIBOR, and we continue to focus on managing any risk related to those exposures. Our senior management has oversight of these transition efforts. See "Risk Factors-Risks Related to Legal and Regulatory Environment-Changes to the method of determining the London Interbank Offered Rate ("LIBOR") or the selection of a replacement for LIBOR may affect the value of investments held by our products and could affect our results of operations and financial results" in our Annual Report. Cash Flows Analysis Nine Months Ended September 30, (dollars in thousands) 2022 2021 $ Change Net cash provided by (used in): Operating activities$ 452,393 $ 127,370 $ 325,023 Investing activities (345,874) (1,274,108) 928,234 Financing activities (109,552) 1,273,983 (1,383,535) Net Change in Cash and Cash Equivalents$ (3,033) $
127,245
Operating Activities. Our net cash flows from operating activities are generally
comprised of management fees, less cash used for operating expenses, including
interest paid on our debt obligations. One of our largest operating cash
outflows generally relates to bonus expense, which are generally paid out during
the first quarter of the year following the expense.
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Net cash flows from operating activities increased from the prior year period due to the inclusion of the GP Capital Solutions and Real Estate related cash flows, as well as higher management fees from our Direct Lending products. These increases were partially offset by higher 2021 discretionary bonuses, which were paid in the first quarter of 2022, as compared to discretionary bonuses in 2020, which were paid in the first quarter of 2021. Investing Activities. Cash flows from investing activities for 2022 were primarily related to cash consideration paid in connection with the Wellfleet Acquisition. In addition, investment activities also included cash outflows related to office space-related leasehold improvements and investments by us into our products. In 2021, cash flows from investing activities were primarily related to the cash consideration paid in connection with the Dyal Acquisition. Financing Activities. Cash flows from financing activities for 2022 were primarily driven by dividends on our Class A Shares and related distributions on our Common Units (noncontrolling interests). Our cash flows from financing activities also benefited from a net increase related to the proceeds from our 2032 Notes, which were used to finance working capital needs and general capital purposes, partially offset by repayments under our Revolving Credit Facility. Cash flows related to financing activities for 2021 were primarily driven by cash proceeds from the Business Combination, as well as related cash consideration paid to certain pre-Business Combination Owl Rock owners. Additionally, distributions of pre-Business Combination-related earnings were also made during 2021, with a final distribution of$52.0 million related to pre-Business Combination-related earnings to be made during the third quarter of 2021. Cash flows related to financing activities in 2021 also included the proceeds from our 2031 Notes, which proceeds were used in part to repay our previously outstanding Term Loan. We also made various borrowings and repayments under our previously outstanding revolving credit facilities.
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