Carlyle Group Inc. - Quarter Report: 2022 June (Form 10-Q)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
(Mark One)
| ☒ | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | ||||
FOR THE QUARTERLY PERIOD ENDED June 30, 2022
OR
| ☐ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | ||||
FOR THE TRANSITION PERIOD FROM TO
Commission File Number: 001-35538
The Carlyle Group Inc.
(Exact name of registrant as specified in its charter)
| Delaware | 45-2832612 | |||||||
| (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) | |||||||
1001 Pennsylvania Avenue, NW
Washington, DC, 20004-2505
(Address of principal executive offices) (Zip Code)
(202) 729-5626
(Registrant’s telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||
| Common Stock | CG | The Nasdaq Global Select Market | ||||||
| 4.625% Subordinated Notes due 2061 of Carlyle Finance L.L.C. | CGABL | The Nasdaq Global Select Market | ||||||
As of July 27, 2022, there were 361,324,918 shares of common stock of the registrant outstanding.
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ý No ¨
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ý No ¨
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer | ☒ | Accelerated filer | ☐ | |||||||||||||||||
| Non-accelerated filer | ☐ | Smaller reporting company | ☐ | |||||||||||||||||
| Emerging growth company | ☐ | |||||||||||||||||||
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒
TABLE OF CONTENTS
| Page | ||||||||
| Item 1. | ||||||||
Unaudited Condensed Consolidated Financial Statements – June 30, 2022 and 2021: | ||||||||
| Item 2. | ||||||||
| Item 3. | ||||||||
| Item 4. | ||||||||
| Item 1. | ||||||||
| Item 1A. | ||||||||
| Item 2. | ||||||||
| Item 3. | ||||||||
| Item 4. | ||||||||
| Item 5. | ||||||||
| Item 6. | ||||||||
1
Forward-Looking Statements
This report may contain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. These statements include, but are not limited to, statements related to our expectations regarding the performance of our business, our financial results, our liquidity and capital resources, contingencies, our dividend policy, and other non-historical statements. You can identify these forward-looking statements by the use of words such as “outlook,” “believes,” “expects,” “potential,” “continues,” “may,” “will,” “should,” “seeks,” “approximately,” “predicts,” “intends,” “plans,” “estimates,” “anticipates” or the negative version of these words or other comparable words. Such forward-looking statements are subject to various risks, uncertainties and assumptions. Accordingly, there are or will be important factors that could cause actual outcomes or results to differ materially from those indicated in these statements including, but not limited to, those described under the sections entitled “Risk Factors” in this report and in our Annual Report on Form 10-K for the year ended December 31, 2021 filed with the United States Securities and Exchange Commission (“SEC”) on February 10, 2022, as such factors may be updated from time to time in our periodic filings with the SEC, which are accessible on the SEC’s website at www.sec.gov. These factors should not be construed as exhaustive and should be read in conjunction with the other cautionary statements that are included in this report and in our other periodic filings with the SEC. We undertake no obligation to publicly update or review any forward-looking statements, whether as a result of new information, future developments or otherwise, except as required by applicable law.
Website and Social Media Disclosure
We use our website (www.carlyle.com), our corporate Facebook page (https://www.facebook.com/onecarlyle/), our corporate Twitter account (@OneCarlyle or www.twitter.com/onecarlyle), our corporate Instagram account (@onecarlyle or www.instagram.com/onecarlyle), our corporate LinkedIn account (www.linkedin.com/company/the-carlyle-group) and our corporate YouTube channel (www.youtube.com/user/onecarlyle) as channels of distribution of material company information. For example, financial and other material information regarding our company is routinely posted on and accessible at www.carlyle.com. Accordingly, investors should monitor these channels, in addition to following our press releases, SEC filings and public conference calls and webcasts. In addition, you may automatically receive email alerts and other information about Carlyle when you enroll your email address by visiting the “Email Alert Subscription” section at http://ir.carlyle.com/email-alerts. The contents of our website and social media channels are not, however, a part of this Quarterly Report on Form 10-Q and are not incorporated by reference herein.
On January 1, 2020, we completed our conversion from a Delaware limited partnership named The Carlyle Group L.P. into a Delaware Corporation named The Carlyle Group Inc. (the conversion, together with such restructuring steps and related transactions, the “Conversion”).
Unless the context suggests otherwise, references in this report to “Carlyle,” the “Company,” “we,” “us” and “our” refer to The Carlyle Group Inc. and its consolidated subsidiaries. When we refer to our “senior Carlyle professionals,” we are referring to the partner-level personnel of our firm. References in this report to the ownership of the senior Carlyle professionals include the ownership of personal planning vehicles of these individuals. When we refer to the “Carlyle Holdings partnerships” or “Carlyle Holdings”, we are referring to Carlyle Holdings I L.P., Carlyle Holdings II L.P., and Carlyle Holdings III L.P., which prior to the Conversion were the holding partnerships through which the Company and our senior Carlyle professionals and other holders of Carlyle Holdings partnership units owned their respective interests in our business.
“Carlyle funds,” “our funds” and “our investment funds” refer to the investment funds and vehicles advised by Carlyle.
“Carry funds” generally refers to closed-end investment vehicles, in which commitments are drawn down over a specified investment period, and in which the general partner receives a special residual allocation of income from limited partners, which we refer to as carried interest, in the event that specified investment returns are achieved by the fund. Disclosures referring to carry funds will also include the impact of certain commitments which do not earn carried interest, but are either part of, or associated with our carry funds. The rate of carried interest, as well as the share of carried interest allocated to Carlyle, may vary across the carry fund platform. Carry funds generally include the following investment vehicles across our three business segments:
•Global Private Equity: Buyout, middle market and growth capital, real estate, infrastructure and natural resources funds advised by Carlyle, as well as certain energy funds advised by our strategic partner NGP Energy Capital Management (“NGP”) in which Carlyle is entitled to receive a share of carried interest (“NGP Carry Funds”)
2
•Global Credit: Distressed credit, energy credit, opportunistic credit, corporate mezzanine funds, aircraft financing and servicing, and other closed-end credit funds advised by Carlyle
•Global Investment Solutions: Funds and vehicles advised by AlpInvest Partners B.V. (“AlpInvest”), which include primary fund, secondary and co-investment strategies
Carry funds specifically exclude certain funds advised by NGP in which Carlyle is not entitled to receive a share of carried interest (or “NGP Predecessor Funds”), collateralized loan obligation vehicles (“CLOs”), business development companies and direct lending managed accounts, as well as capital raised from a strategic third-party investor which directly invests in Fortitude Holdings alongside a carry fund.
For an explanation of the fund acronyms used throughout this Quarterly Report, refer to “Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operation – Our Family of Funds.”
“Fortitude” refers to Fortitude Group Holdings, LLC (“Fortitude Holdings”) prior to October 1, 2021 and to FGH Parent, L.P. (“FGH Parent”) as of October 1, 2021. On October 1, 2021, the owners of Fortitude Holdings contributed their interests to FGH Parent such that FGH Parent became the direct parent of Fortitude Holdings. Fortitidue Holdings owns 100% of the outstanding common shares of Fortitude Reinsurance Company Ltd., a Bermuda domiciled reinsurer (“Fortitude Re”). See Note 6 to the condensed consolidated financial statements in Part I, Item 1 of this Form 10-Q for more information regarding the Company’s strategic investment in Fortitude.
“Fee-earning assets under management” or “Fee-earning AUM” refers to the assets we manage or advise from which we derive recurring fund management fees. Our Fee-earning AUM is generally based on one of the following, once fees have been activated:
(a)the amount of limited partner capital commitments, generally for carry funds where the original investment period has not expired, for AlpInvest carry funds during the commitment fee period;
(b)the remaining amount of limited partner invested capital at cost, generally for carry funds and certain co-investment vehicles where the original investment period has expired, as well as one of our business development companies;
(c)the amount of aggregate fee-earning collateral balance of our CLOs and other securitization vehicles, as defined in the fund indentures (typically exclusive of equities and defaulted positions) as of the quarterly cut-off date;
(d)the external investor portion of the net asset value of certain carry funds;
(e)the fair value of Fortitude’s general account assets invested under the strategic advisory services agreement;
(f)the gross assets (including assets acquired with leverage), excluding cash and cash equivalents, of one of our business development companies and certain carry funds; or
(g)the lower of cost or fair value of invested capital, generally for AlpInvest carry funds where the commitment fee period has expired and certain carry funds where the investment period has expired.
“Assets under management” or “AUM” refers to the assets we manage or advise. Our AUM generally equals the sum of the following:
(a) the aggregate fair value of our carry funds and related co-investment vehicles, NGP Predecessor Funds and separately managed accounts, plus the capital that Carlyle is entitled to call from investors in those funds and vehicles (including Carlyle commitments to those funds and vehicles and those of senior Carlyle professionals and employees) pursuant to the terms of their capital commitments to those funds and vehicles;
(b) the amount of aggregate collateral balance and principal cash or aggregate principal amount of the notes of our CLOs and other structured products (inclusive of all positions);
(c) the net asset value of certain carry funds;
(d) the fair value of Fortitude’s general account assets covered by the strategic advisory services agreement; and
(e) the gross assets (including assets acquired with leverage) of our business development companies, plus the capital that Carlyle is entitled to call from investors in those vehicles pursuant to the terms of their capital commitments to those vehicles.
We include in our calculation of AUM and Fee-earning AUM certain energy and renewable resources funds that we jointly advise with Riverstone Holdings L.L.C. (“Riverstone”), the NGP Predecessor Funds and NGP Carry Funds (collectively,
3
the “NGP Energy Funds”) that are advised by NGP. Our calculation of AUM also includes third-party capital raised for the investment in Fortitude through a Carlyle-affiliated investment fund and from a strategic investor which directly invests in Fortitude alongside the fund. The total AUM and Fee-Earning AUM related to the strategic advisory services agreement with Fortitude is inclusive of the net asset value of investments in Carlyle products. These amounts are also reflected in the AUM and Fee-Earning AUM of the strategy in which they are invested.
For most of our carry funds, total AUM includes the fair value of the capital invested, whereas Fee-earning AUM includes the amount of capital commitments or the remaining amount of invested capital, depending on whether the original investment period for the fund has expired. As such, Fee-earning AUM may be greater than total AUM when the aggregate fair value of the remaining investments is less than the cost of those investments.
Our calculations of AUM and Fee-earning AUM may differ from the calculations of other asset managers. As a result, these measures may not be comparable to similar measures presented by other asset managers. In addition, our calculation of AUM (but not Fee-earning AUM) includes uncalled commitments to, and the fair value of invested capital in, our investment funds from Carlyle and our personnel, regardless of whether such commitments or invested capital are subject to management fees, incentive fees or performance allocations. Our calculations of AUM or Fee-earning AUM are not based on any definition of AUM or Fee-earning AUM that is set forth in the agreements governing the investment funds that we manage or advise.
“Perpetual Capital” refers to the assets we manage or advise which have an indefinite term and for which there is no immediate requirement to return capital to investors upon the realization of investments made with such capital, except as required by applicable law. Perpetual Capital may be materially reduced or terminated under certain conditions, including reductions from changes in valuations and payments to investors, including through elections by investors to redeem their investments, dividend payments, and other payment obligations, as well as the termination of or failure to renew the respective investment advisory agreements. Perpetual Capital includes: (a) assets managed under the strategic advisory services agreement with Fortitude, (b) our Core Plus real estate fund, (c) our business development companies, and (d) our Interval Fund.
“Metropolitan” refers to Metropolitan Real Estate Management, LLC, which was included in the Global Investment Solutions business segment prior to its sale on April 1, 2021.
4
PART I – FINANCIAL INFORMATION
Item 1. Financial Statements
The Carlyle Group Inc.
Condensed Consolidated Balance Sheets
(Dollars in millions)
| June 30, 2022 | December 31, 2021 | ||||||||||
| (Unaudited) | |||||||||||
| Assets | |||||||||||
| Cash and cash equivalents | $ | 1,308.9 | $ | 2,469.5 | |||||||
| Cash and cash equivalents held at Consolidated Funds | 230.7 | 147.8 | |||||||||
| Restricted cash | 0.9 | 5.6 | |||||||||
Investments, including accrued performance allocations of $8,046.7 million and $8,133.0 million as of June 30, 2022 and December 31, 2021, respectively | 11,510.3 | 10,832.0 | |||||||||
| Investments of Consolidated Funds | 6,418.2 | 6,661.0 | |||||||||
| Due from affiliates and other receivables, net | 491.2 | 379.6 | |||||||||
| Due from affiliates and other receivables of Consolidated Funds, net | 119.4 | 138.8 | |||||||||
| Fixed assets, net | 138.4 | 143.9 | |||||||||
| Lease right-of-use assets, net | 340.6 | 361.1 | |||||||||
| Deposits and other | 65.4 | 61.7 | |||||||||
| Intangible assets, net | 784.4 | 34.9 | |||||||||
| Deferred tax assets | 16.5 | 14.5 | |||||||||
| Total assets | $ | 21,424.9 | $ | 21,250.4 | |||||||
| Liabilities and equity | |||||||||||
| Debt obligations | $ | 2,239.1 | $ | 2,071.6 | |||||||
| Loans payable of Consolidated Funds | 5,757.8 | 5,890.0 | |||||||||
| Accounts payable, accrued expenses and other liabilities | 315.0 | 379.7 | |||||||||
| Accrued compensation and benefits | 4,551.8 | 4,955.0 | |||||||||
| Due to affiliates | 333.6 | 388.1 | |||||||||
| Deferred revenue | 104.8 | 120.8 | |||||||||
| Deferred tax liabilities | 525.4 | 487.1 | |||||||||
| Other liabilities of Consolidated Funds | 613.5 | 683.9 | |||||||||
| Lease liabilities | 510.7 | 537.8 | |||||||||
| Accrued giveback obligations | 40.9 | 30.2 | |||||||||
| Total liabilities | 14,992.6 | 15,544.2 | |||||||||
| Commitments and contingencies | |||||||||||
Common stock, $0.01 par value, 100,000,000,000 shares authorized (361,245,965 and 355,367,876 shares issued and outstanding as of June 30, 2022 and December 31, 2021, respectively) | 3.6 | 3.6 | |||||||||
| Additional paid-in-capital | 3,033.6 | 2,717.6 | |||||||||
| Retained earnings | 3,309.9 | 2,805.3 | |||||||||
| Accumulated other comprehensive loss | (360.8) | (247.5) | |||||||||
| Non-controlling interests in consolidated entities | 446.0 | 427.2 | |||||||||
| Total equity | 6,432.3 | 5,706.2 | |||||||||
| Total liabilities and equity | $ | 21,424.9 | $ | 21,250.4 | |||||||
See accompanying notes.
5
The Carlyle Group Inc.
Condensed Consolidated Statements of Operations
(Unaudited)
(Dollars in millions, except share and per share data)
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||
| 2022 | 2021 | 2022 | 2021 | ||||||||||||||||||||
| Revenues | |||||||||||||||||||||||
| Fund management fees | $ | 546.5 | $ | 394.4 | $ | 997.0 | $ | 775.4 | |||||||||||||||
| Incentive fees | 13.5 | 10.4 | 27.5 | 19.9 | |||||||||||||||||||
| Investment income | |||||||||||||||||||||||
| Performance allocations | 337.9 | 2,080.7 | 1,048.1 | 3,866.8 | |||||||||||||||||||
| Principal investment income | 56.7 | 137.7 | 376.3 | 316.8 | |||||||||||||||||||
| Total investment income | 394.6 | 2,218.4 | 1,424.4 | 4,183.6 | |||||||||||||||||||
| Interest and other income | 31.2 | 21.0 | 57.0 | 41.4 | |||||||||||||||||||
| Interest and other income of Consolidated Funds | 63.2 | 62.1 | 124.9 | 123.2 | |||||||||||||||||||
| Total revenues | 1,049.0 | 2,706.3 | 2,630.8 | 5,143.5 | |||||||||||||||||||
| Expenses | |||||||||||||||||||||||
| Compensation and benefits | |||||||||||||||||||||||
| Cash-based compensation and benefits | 274.0 | 231.8 | 528.3 | 460.3 | |||||||||||||||||||
| Equity-based compensation | 45.4 | 47.2 | 85.1 | 79.6 | |||||||||||||||||||
| Performance allocations and incentive fee related compensation | 207.0 | 994.0 | 577.7 | 1,860.6 | |||||||||||||||||||
| Total compensation and benefits | 526.4 | 1,273.0 | 1,191.1 | 2,400.5 | |||||||||||||||||||
| General, administrative and other expenses | 131.7 | 109.1 | 238.0 | 200.8 | |||||||||||||||||||
| Interest | 26.9 | 25.5 | 54.7 | 48.5 | |||||||||||||||||||
| Interest and other expenses of Consolidated Funds | 40.6 | 46.5 | 83.4 | 88.9 | |||||||||||||||||||
| Other non-operating expenses (income) | 0.2 | (3.1) | 0.5 | (2.5) | |||||||||||||||||||
| Total expenses | 725.8 | 1,451.0 | 1,567.7 | 2,736.2 | |||||||||||||||||||
| Other income | |||||||||||||||||||||||
| Net investment income (loss) of Consolidated Funds | (23.5) | (2.6) | (20.7) | 9.7 | |||||||||||||||||||
| Income before provision for income taxes | 299.7 | 1,252.7 | 1,042.4 | 2,417.0 | |||||||||||||||||||
| Provision for income taxes | 50.8 | 306.2 | 198.7 | 579.6 | |||||||||||||||||||
| Net income | 248.9 | 946.5 | 843.7 | 1,837.4 | |||||||||||||||||||
| Net income attributable to non-controlling interests in consolidated entities | 3.5 | 21.5 | 26.7 | 43.1 | |||||||||||||||||||
| Net income attributable to The Carlyle Group Inc. | $ | 245.4 | $ | 925.0 | $ | 817.0 | $ | 1,794.3 | |||||||||||||||
| Net income attributable to The Carlyle Group Inc. per common share (see Note 14) | |||||||||||||||||||||||
| Basic | $ | 0.68 | $ | 2.61 | $ | 2.27 | $ | 5.06 | |||||||||||||||
| Diluted | $ | 0.67 | $ | 2.55 | $ | 2.24 | $ | 4.97 | |||||||||||||||
| Weighted-average common shares | |||||||||||||||||||||||
| Basic | 361,445,630 | 354,506,335 | 359,520,927 | 354,368,976 | |||||||||||||||||||
| Diluted | 366,311,757 | 362,151,588 | 364,671,713 | 361,328,946 | |||||||||||||||||||
Substantially all revenue is earned from affiliates of the Company. See accompanying notes.
6
The Carlyle Group Inc.
Condensed Consolidated Statements of Comprehensive Income
(Unaudited)
(Dollars in millions)
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||
| 2022 | 2021 | 2022 | 2021 | ||||||||||||||||||||
| Net income | $ | 248.9 | $ | 946.5 | $ | 843.7 | $ | 1,837.4 | |||||||||||||||
| Other comprehensive income (loss) | |||||||||||||||||||||||
| Foreign currency translation adjustments | (87.7) | 4.7 | (127.5) | (23.2) | |||||||||||||||||||
| Defined benefit plans | |||||||||||||||||||||||
| Unrealized gain (loss) for the period | (2.7) | 0.6 | (4.5) | 1.9 | |||||||||||||||||||
| Less: reclassification adjustment for gain during the period, included in cash-based compensation and benefits expense | 0.2 | 0.6 | 0.5 | 1.1 | |||||||||||||||||||
| Other comprehensive income (loss) | (90.2) | 5.9 | (131.5) | (20.2) | |||||||||||||||||||
| Comprehensive income | 158.7 | 952.4 | 712.2 | 1,817.2 | |||||||||||||||||||
| Comprehensive income (loss) attributable to non-controlling interests in consolidated entities | (8.9) | 21.7 | 8.5 | 42.5 | |||||||||||||||||||
| Comprehensive income attributable to The Carlyle Group Inc. | $ | 167.6 | $ | 930.7 | $ | 703.7 | $ | 1,774.7 | |||||||||||||||
See accompanying notes.
7
The Carlyle Group Inc.
Condensed Consolidated Statements of Changes in Equity
(Unaudited)
(Dollars and shares in millions)
| Common Shares | Common Stock | Additional Paid-in-Capital | Retained Earnings | Accumulated Other Comprehensive Income (Loss) | Non- controlling Interests in Consolidated Entities | Total Equity | |||||||||||||||||||||||||||||||||||
| Balance at March 31, 2022 | 361.7 | $ | 3.6 | $ | 2,982.4 | $ | 3,207.0 | $ | (283.0) | $ | 444.3 | $ | 6,354.3 | ||||||||||||||||||||||||||||
| Shares repurchased | (0.7) | — | — | (24.9) | — | — | (24.9) | ||||||||||||||||||||||||||||||||||
| Equity-based compensation | — | — | 46.0 | — | — | — | 46.0 | ||||||||||||||||||||||||||||||||||
| Shares issued for equity-based awards | 0.1 | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||
| Shares issued for performance allocations | 0.1 | — | 5.2 | — | — | — | 5.2 | ||||||||||||||||||||||||||||||||||
| Contributions | — | — | — | — | — | 20.1 | 20.1 | ||||||||||||||||||||||||||||||||||
| Distributions | — | — | — | (117.6) | — | (9.5) | (127.1) | ||||||||||||||||||||||||||||||||||
| Net income | — | — | — | 245.4 | — | 3.5 | 248.9 | ||||||||||||||||||||||||||||||||||
| Currency translation adjustments | — | — | — | — | (75.3) | (12.4) | (87.7) | ||||||||||||||||||||||||||||||||||
| Defined benefit plans, net | — | — | — | — | (2.5) | — | (2.5) | ||||||||||||||||||||||||||||||||||
| Balance at June 30, 2022 | 361.2 | $ | 3.6 | $ | 3,033.6 | $ | 3,309.9 | $ | (360.8) | $ | 446.0 | $ | 6,432.3 | ||||||||||||||||||||||||||||
| Common Shares | Common Stock | Additional Paid-in-Capital | Retained Earnings | Accumulated Other Comprehensive Income (Loss) | Non- controlling Interests in Consolidated Entities | Total Equity | |||||||||||||||||||||||||||||||||||
| Balance at December 31, 2021 | 355.4 | $ | 3.6 | $ | 2,717.6 | $ | 2,805.3 | $ | (247.5) | $ | 427.2 | $ | 5,706.2 | ||||||||||||||||||||||||||||
| Shares repurchased | (2.4) | — | — | (105.3) | — | — | (105.3) | ||||||||||||||||||||||||||||||||||
| Equity-based compensation | — | — | 85.0 | — | — | — | 85.0 | ||||||||||||||||||||||||||||||||||
| Shares issued for equity-based awards | 3.3 | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||
| Shares issued for performance allocations | 0.7 | — | 36.5 | — | — | — | 36.5 | ||||||||||||||||||||||||||||||||||
| Shares issued related to the acquisition of CBAM | 4.2 | — | 194.5 | — | — | — | 194.5 | ||||||||||||||||||||||||||||||||||
| Contributions | — | — | — | — | — | 166.9 | 166.9 | ||||||||||||||||||||||||||||||||||
| Distributions | — | — | — | (207.1) | — | (156.6) | (363.7) | ||||||||||||||||||||||||||||||||||
| Net income | — | — | — | 817.0 | — | 26.7 | 843.7 | ||||||||||||||||||||||||||||||||||
| Currency translation adjustments | — | — | — | — | (109.3) | (18.2) | (127.5) | ||||||||||||||||||||||||||||||||||
| Defined benefit plans, net | — | — | — | — | (4.0) | — | (4.0) | ||||||||||||||||||||||||||||||||||
| Balance at June 30, 2022 | 361.2 | $ | 3.6 | $ | 3,033.6 | $ | 3,309.9 | $ | (360.8) | $ | 446.0 | $ | 6,432.3 | ||||||||||||||||||||||||||||
8
The Carlyle Group Inc.
Condensed Consolidated Statements of Changes in Equity
(Continued) (Unaudited)
(Dollars and shares in millions)
| Common Shares | Common Stock | Additional Paid-in- Capital | Retained Earnings | Accumulated Other Comprehensive Income (Loss) | Non- controlling Interests in Consolidated Entities | Total Equity | |||||||||||||||||||||||||||||||||||
| Balance at March 31, 2021 | 354.5 | $ | 3.5 | $ | 2,573.7 | $ | 1,118.8 | $ | (234.0) | $ | 250.2 | $ | 3,712.2 | ||||||||||||||||||||||||||||
| Shares repurchased | (0.3) | — | — | (15.0) | — | — | (15.0) | ||||||||||||||||||||||||||||||||||
| Equity-based compensation | — | — | 48.0 | — | — | — | 48.0 | ||||||||||||||||||||||||||||||||||
| Shares issued for equity-based awards | 0.3 | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||
| Contributions | — | — | — | — | — | 40.7 | 40.7 | ||||||||||||||||||||||||||||||||||
| Distributions | — | — | — | (88.7) | — | (27.6) | (116.3) | ||||||||||||||||||||||||||||||||||
| Net income | — | — | — | 925.0 | — | 21.5 | 946.5 | ||||||||||||||||||||||||||||||||||
| Currency translation adjustments | — | — | — | — | 4.5 | 0.2 | 4.7 | ||||||||||||||||||||||||||||||||||
| Defined benefit plans, net | — | — | — | — | 1.2 | — | 1.2 | ||||||||||||||||||||||||||||||||||
| Balance at June 30, 2021 | 354.5 | $ | 3.5 | $ | 2,621.7 | $ | 1,940.1 | $ | (228.3) | $ | 285.0 | $ | 4,622.0 | ||||||||||||||||||||||||||||
| Common Shares | Common Stock | Additional Paid-in- Capital | Retained Earnings | Accumulated Other Comprehensive Income (Loss) | Non- controlling Interests in Consolidated Entities | Total Equity | |||||||||||||||||||||||||||||||||||
| Balance at December 31, 2020 | 353.5 | $ | 3.5 | $ | 2,546.2 | $ | 348.2 | $ | (208.7) | $ | 241.0 | $ | 2,930.2 | ||||||||||||||||||||||||||||
| Shares repurchased | (0.6) | — | — | (25.0) | — | — | (25.0) | ||||||||||||||||||||||||||||||||||
| Equity-based compensation | — | — | 75.5 | — | — | — | 75.5 | ||||||||||||||||||||||||||||||||||
| Shares issued for equity-based awards | 1.6 | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||
| Contributions | — | — | — | — | — | 44.4 | 44.4 | ||||||||||||||||||||||||||||||||||
| Distributions | — | — | — | (177.4) | — | (42.9) | (220.3) | ||||||||||||||||||||||||||||||||||
| Net income | — | — | — | 1,794.3 | — | 43.1 | 1,837.4 | ||||||||||||||||||||||||||||||||||
| Currency translation adjustments | — | — | — | — | (22.6) | (0.6) | (23.2) | ||||||||||||||||||||||||||||||||||
| Defined benefit plans, net | — | — | — | — | 3.0 | — | 3.0 | ||||||||||||||||||||||||||||||||||
| Balance at June 30, 2021 | 354.5 | $ | 3.5 | $ | 2,621.7 | $ | 1,940.1 | $ | (228.3) | $ | 285.0 | $ | 4,622.0 | ||||||||||||||||||||||||||||
See accompanying notes.
9
The Carlyle Group Inc.
Condensed Consolidated Statements of Cash Flows
(Unaudited)
(Dollars in millions)
| Six Months Ended June 30, | |||||||||||
| 2022 | 2021 | ||||||||||
| Cash flows from operating activities | |||||||||||
| Net income | $ | 843.7 | $ | 1,837.4 | |||||||
| Adjustments to reconcile net income to net cash flows from operating activities: | |||||||||||
| Depreciation and amortization | 59.9 | 26.8 | |||||||||
| Right-of-use asset impairment, net of broker fees | — | 24.8 | |||||||||
| Equity-based compensation | 85.1 | 79.6 | |||||||||
| Non-cash performance allocations and incentive fees | (89.8) | (1,703.9) | |||||||||
| Non-cash principal investment income | (365.1) | (303.8) | |||||||||
| Other non-cash amounts | (11.9) | 5.5 | |||||||||
| Consolidated Funds related: | |||||||||||
| Realized/unrealized (gain) loss on investments of Consolidated Funds | 248.1 | (102.8) | |||||||||
| Realized/unrealized (gain) loss from loans payable of Consolidated Funds | (227.4) | 93.1 | |||||||||
| Purchases of investments by Consolidated Funds | (1,984.2) | (2,700.4) | |||||||||
| Proceeds from sale and settlements of investments by Consolidated Funds | 1,637.0 | 2,426.9 | |||||||||
| Non-cash interest income, net | (4.5) | (6.7) | |||||||||
| Change in cash and cash equivalents held at Consolidated Funds | (82.9) | (8.3) | |||||||||
| Change in other receivables held at Consolidated Funds | 10.6 | (99.5) | |||||||||
| Change in other liabilities held at Consolidated Funds | (31.2) | 365.1 | |||||||||
| Purchases of investments | (456.8) | (103.4) | |||||||||
| Proceeds from the sale of investments | 287.1 | 398.2 | |||||||||
| Payments of contingent consideration | (5.7) | (49.9) | |||||||||
| Changes in deferred taxes, net | 55.9 | 481.9 | |||||||||
| Change in due from affiliates and other receivables | (65.3) | (14.9) | |||||||||
| Change in deposits and other | (7.1) | (26.6) | |||||||||
| Change in accounts payable, accrued expenses and other liabilities | (67.2) | 25.4 | |||||||||
| Change in accrued compensation and benefits | (372.1) | (113.9) | |||||||||
| Change in due to affiliates | 2.8 | 24.5 | |||||||||
| Change in lease right-of-use assets and lease liabilities | (4.6) | 4.6 | |||||||||
| Change in deferred revenue | (12.9) | 35.6 | |||||||||
| Net cash provided by (used in) operating activities | (558.5) | 595.3 | |||||||||
| Cash flows from investing activities | |||||||||||
| Purchases of fixed assets, net | (17.4) | (17.6) | |||||||||
| Purchase of CBAM intangibles and investments, net | (618.4) | — | |||||||||
| Proceeds from sale of MRE, net of cash sold | — | 5.9 | |||||||||
| Net cash used in investing activities | (635.8) | (11.7) | |||||||||
| Cash flows from financing activities | |||||||||||
Issuance of 4.625% subordinated notes due 2061, net of financing costs | — | 484.2 | |||||||||
| Payments on CLO borrowings | (9.0) | (229.4) | |||||||||
| Proceeds from CLO borrowings, net of financing costs | 41.1 | 87.7 | |||||||||
| Net borrowings (payments) on loans payable of Consolidated Funds | 405.9 | (15.9) | |||||||||
| Dividends to common stockholders | (207.1) | (177.4) | |||||||||
| Payment of deferred consideration for Carlyle Holdings units | (68.8) | (68.8) | |||||||||
| Contributions from non-controlling interest holders | 166.9 | 44.4 | |||||||||
| Distributions to non-controlling interest holders | (156.6) | (42.9) | |||||||||
| Common shares issued for performance allocations | 36.5 | — | |||||||||
| Common shares repurchased | (105.3) | (25.0) | |||||||||
| Change in due to/from affiliates financing activities | (27.7) | 12.8 | |||||||||
| Net cash provided by financing activities | 75.9 | 69.7 | |||||||||
| Effect of foreign exchange rate changes | (46.9) | (25.7) | |||||||||
| Increase (decrease) in cash, cash equivalents and restricted cash | (1,165.3) | 627.6 | |||||||||
| Cash, cash equivalents and restricted cash, beginning of period | 2,475.1 | 989.6 | |||||||||
| Cash, cash equivalents and restricted cash, end of period | $ | 1,309.8 | $ | 1,617.2 | |||||||
| Supplemental non-cash disclosures | |||||||||||
| Issuance of common shares related to the acquisition of CBAM intangibles and investments | $ | 194.5 | $ | — | |||||||
| Net asset impact of deconsolidation of Consolidated Funds | $ | — | $ | (34.4) | |||||||
| Reconciliation of cash, cash equivalents and restricted cash, end of period: | |||||||||||
| Cash and cash equivalents | $ | 1,308.9 | $ | 1,586.2 | |||||||
| Restricted cash | 0.9 | 31.0 | |||||||||
| Total cash, cash equivalents and restricted cash, end of period | $ | 1,309.8 | $ | 1,617.2 | |||||||
| Cash and cash equivalents held at Consolidated Funds | $ | 230.7 | $ | 187.5 | |||||||
10
The Carlyle Group Inc.
Notes to the Condensed Consolidated Financial Statements
(Unaudited)
1. Organization and Basis of Presentation
Carlyle is one of the world’s largest global investment firms that deploys private capital across its business through three reportable segments: Global Private Equity, Global Credit and Global Investment Solutions (see Note 17). In the Global Private Equity segment, Carlyle advises buyout, growth, real estate, infrastructure and natural resources funds. The primary areas of focus for the Global Credit segment are liquid credit, illiquid credit, real assets credit, and other credit such as insurance solutions, and loan syndication and capital markets. The Global Investment Solutions segment provides investment opportunities and resources for investors and clients through fund of funds, secondary purchases of existing portfolios, and managed co-investment programs. Carlyle typically serves as the general partner, investment manager or collateral manager, making day-to-day investment decisions concerning the assets of these products.
Basis of Presentation
The accompanying financial statements include the accounts of the Company and its consolidated subsidiaries. In addition, certain Carlyle-affiliated funds, related co-investment entities and certain CLOs managed by the Company (collectively the “Consolidated Funds”) have been consolidated in the accompanying financial statements pursuant to accounting principles generally accepted in the United States (“U.S. GAAP”), as described in Note 3. The consolidation of the Consolidated Funds generally has a gross-up effect on assets, liabilities and cash flows, and generally has no effect on the net income attributable to the Company. The economic ownership interests of the other investors in the Consolidated Funds are reflected as non-controlling interests in consolidated entities in the accompanying consolidated financial statements (see Note 3).
The accompanying condensed consolidated financial statements have been prepared in accordance with U.S. GAAP for interim financial information. These statements, including notes, have not been audited, exclude some of the disclosures required for annual financial statements, and should be read in conjunction with the audited consolidated financial statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2021 filed with the Securities and Exchange Commission (“SEC”). The operating results presented for interim periods are not necessarily indicative of the results that may be expected for any other interim period or for the entire year. In the opinion of management, the condensed consolidated financial statements reflect all adjustments, consisting of normal recurring accruals, which are necessary for the fair presentation of the financial condition and results of operations for the interim periods presented.
2. Recent Transactions
During the six months ended June 30, 2022, the Company announced several transactions as outlined below.
Acquisition of iStar Triple Net Lease Portfolio (See Note 6)
In March 2022, Carlyle Net Leasing Income, L.P., a Carlyle-affiliated investment fund, acquired a diversified portfolio of triple net leases for an enterprise value of $3 billion, which was funded using $2 billion in debt and $1 billion in equity. The investment fund is not consolidated by the Company and the debt is non-recourse to the Company. Carlyle, as general partner of the investment fund, contributed $200 million as a minority interest balance sheet investment, which is included in the Company’s Global Credit principal equity method investments.
Fortitude Capital Raise and Strategic Advisory Services Agreement (See Note 6)
In March 2022, the Company raised $2.0 billion in third-party equity capital from certain investors in Carlyle FRL and T&D, and committed $100 million from the Company to Carlyle FRL for additional equity capital in Fortitude. In May 2022, Fortitude called $1.1 billion of the capital raise, with the remainder expected to be called in the second half of 2022. In connection with the capital raise and subsequent funding, the Company’s indirect ownership of Fortitude decreased from 19.9% to 13.5%, and is expected to further decrease to 10.5% upon funding the remainder of the capital raise.
On April 1, 2022, the Company entered into a new strategic advisory services agreement with certain subsidiaries of Fortitude through a newly-formed investment advisor, Carlyle Insurance Solutions Management L.L.C. (“CISM”). Under the agreement, CISM provides Fortitude with certain services, including business development and growth, transaction origination and execution, and capital management services in exchange for a recurring management fee based on Fortitude’s general account assets, which adjusts within an agreed range based on Fortitude’s overall profitability.
Acquisition of CLO Management Contracts from CBAM Partners LLC (See Note 4)
On March 21, 2022, the Company acquired the management contracts related to a portfolio of assets primarily comprised of U.S. and European CLOs as well as other assets across private credit from CBAM Partners LLC (“CBAM”) for a purchase
11
The Carlyle Group Inc.
Notes to the Condensed Consolidated Financial Statements
(Unaudited)
price of $812.9 million. In connection with the acquisition of the CLO management contracts, the Company acquired CLO senior and subordinated notes of $175.9 million, a portion of which is financed through term loans and other financing arrangements.
Acquisition of Abingworth LLP
In April 2022, the Company announced an agreement to acquire Abingworth LLP (“Abingworth”), a life sciences investment firm. Consideration for Abingworth includes a base purchase price of $187.5 million, as well as up to $130 million in future incentive payments on the achievement of certain performance targets. Under the terms of the agreement, a portion of the purchase price can be settled in newly-issued shares of the Company’s common stock, and the Company intends to settle $25.0 million of the base purchase price with common stock. The acquisition includes the rights to 15% of performance revenues generated by Abingworth’s two most recent active investment funds, Abingworth Bioventures 8 LP and Abingworth Clinical Co-Development Fund 2 LP. The transaction is expected to close in the third quarter of 2022.
3. Summary of Significant Accounting Policies
Principles of Consolidation
The Company consolidates all entities that it controls either through a majority voting interest or as the primary beneficiary of variable interest entities (“VIEs”).
The Company evaluates (1) whether it holds a variable interest in an entity, (2) whether the entity is a VIE, and (3) whether the Company’s involvement would make it the primary beneficiary. In evaluating whether the Company holds a variable interest, fees (including management fees, incentive fees and performance allocations) that are customary and commensurate with the level of services provided, and where the Company does not hold other economic interests in the entity that would absorb more than an insignificant amount of the expected losses or returns of the entity, are not considered variable interests. The Company considers all economic interests, including indirect interests, to determine if a fee is considered a variable interest.
For those entities where the Company holds a variable interest, the Company determines whether each of these entities qualifies as a VIE and, if so, whether or not the Company is the primary beneficiary. The assessment of whether the entity is a VIE is generally performed qualitatively, which requires judgment. These judgments include: (a) determining whether the equity investment at risk is sufficient to permit the entity to finance its activities without additional subordinated financial support, (b) evaluating whether the equity holders, as a group, can make decisions that have a significant effect on the economic performance of the entity, (c) determining whether two or more parties’ equity interests should be aggregated, and (d) determining whether the equity investors have proportionate voting rights to their obligations to absorb losses or rights to receive returns from an entity.
For entities that are determined to be VIEs, the Company consolidates those entities where it has concluded it is the primary beneficiary. The primary beneficiary is defined as the variable interest holder with (a) the power to direct the activities of a VIE that most significantly impact the entity’s economic performance and (b) the obligation to absorb losses of the entity or the right to receive benefits from the entity that could potentially be significant to the VIE. In evaluating whether the Company is the primary beneficiary, the Company evaluates its economic interests in the entity held either directly or indirectly by the Company.
As of June 30, 2022, assets and liabilities of the consolidated VIEs reflected in the unaudited condensed consolidated balance sheets were $6.8 billion and $6.4 billion, respectively. As of December 31, 2021, assets and liabilities of the consolidated VIEs reflected in the unaudited condensed consolidated balance sheets were $6.9 billion and $6.6 billion, respectively. Except to the extent of the consolidated assets of the VIEs, the holders of the consolidated VIEs’ liabilities generally do not have recourse to the Company.
The Company’s Consolidated Funds are primarily CLOs, which are VIEs that issue loans payable that are backed by diversified collateral asset portfolios consisting primarily of loans or structured debt. In exchange for managing the collateral for the CLOs, the Company earns investment management fees, including in some cases subordinated management fees and contingent incentive fees. In cases where the Company consolidates the CLOs (primarily because of a retained interest that is significant to the CLO), those management fees have been eliminated as intercompany transactions. As of June 30, 2022, the Company held $128.1 million of investments in these CLOs which represents its maximum risk of loss. The Company’s investments in these CLOs are generally subordinated to other interests in the entities and entitle the Company to receive a pro rata portion of the residual cash flows, if any, from the entities. Investors in the CLOs have no recourse against the Company for any losses sustained in the CLO structure.
12
The Carlyle Group Inc.
Notes to the Condensed Consolidated Financial Statements
(Unaudited)
Entities that do not qualify as VIEs are generally assessed for consolidation as voting interest entities. Under the voting interest entity model, the Company consolidates those entities it controls through a majority voting interest.
All significant inter-entity transactions and balances of entities consolidated have been eliminated.
Investments in Unconsolidated Variable Interest Entities
The Company holds variable interests in certain VIEs that are not consolidated because the Company is not the primary beneficiary, including its investments in certain CLOs and certain AlpInvest vehicles, as well as its strategic investment in NGP Management Company, L.L.C. (“NGP Management” and, together with its affiliates, “NGP”). Refer to Note 6 for information on the strategic investment in NGP. The Company’s involvement with such entities is in the form of direct or indirect equity interests and fee arrangements. The maximum exposure to loss represents the loss of assets recognized by the Company relating to its variable interests in these unconsolidated entities.
The assets recognized in the Company’s consolidated balance sheets related to the Company’s variable interests in these non-consolidated VIEs were as follows:
| As of | |||||||||||
| June 30, 2022 | December 31, 2021 | ||||||||||
| (Dollars in millions) | |||||||||||
| Investments | $ | 1,109.5 | $ | 901.9 | |||||||
| Accrued performance revenues | 396.4 | 368.7 | |||||||||
| Management fee receivables | 30.9 | 27.2 | |||||||||
| Total | $ | 1,536.8 | $ | 1,297.8 | |||||||
These amounts represent the Company’s maximum exposure to loss related to the unconsolidated VIEs as of June 30, 2022 and December 31, 2021.
Basis of Accounting
The accompanying financial statements are prepared in accordance with U.S. GAAP. Management has determined that the Company’s Funds are investment companies under U.S. GAAP for the purposes of financial reporting. U.S. GAAP for an investment company requires investments to be recorded at estimated fair value and the unrealized gains and/or losses in an investment’s fair value are recognized on a current basis in the statements of operations. Accordingly, the Funds do not consolidate their majority-owned and controlled investments (the “Portfolio Companies”). In the preparation of these unaudited condensed consolidated financial statements, the Company has retained the specialized accounting for the Funds.
All of the investments held and notes issued by the Consolidated Funds are presented at their estimated fair values in the Company’s condensed consolidated balance sheets. Interest and other income of the Consolidated Funds as well as interest expense and other expenses of the Consolidated Funds are included in the Company’s unaudited condensed consolidated statements of operations.
Use of Estimates
The preparation of financial statements in conformity with U.S. GAAP requires management to make assumptions and estimates that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Management’s estimates are based on historical experiences and other factors, including expectations of future events that management believes to be reasonable under the circumstances. It also requires management to exercise judgment in the process of applying the Company’s accounting policies. Assumptions and estimates regarding the valuation of investments and their resulting impact on performance allocations involve a higher degree of judgment and complexity and these assumptions and estimates may be significant to the consolidated financial statements and the resulting impact on performance allocations and incentive fees. Actual results could differ from these estimates and such differences could be material.
Business Combinations
The Company accounts for business combinations using the acquisition method of accounting, under which the purchase price of the acquisition is allocated to the assets acquired and liabilities assumed using the fair values determined by
13
The Carlyle Group Inc.
Notes to the Condensed Consolidated Financial Statements
(Unaudited)
management as of the acquisition date. Contingent consideration obligations that are elements of consideration transferred are recognized as of the acquisition date as part of the fair value transferred in exchange for the acquired business. Acquisition-related costs incurred in connection with a business combination are expensed as incurred.
Revenue Recognition
The Company recognizes revenue in accordance with ASC 606, Revenue from Contracts with Customers. Revenue is recognized when the Company transfers promised goods or services to customers in an amount that reflects the consideration to which the Company expects to be entitled to in exchange for those goods or services. ASC 606 includes a five-step framework that requires an entity to: (i) identify the contract(s) with a customer, which includes assessing the collectibility of the consideration to which it will be entitled in exchange for the goods or services transferred to the customer, (ii) identify the performance obligations in the contract, (iii) determine the transaction price, (iv) allocate the transaction price to the performance obligations in the contract, and (v) recognize revenue when the entity satisfies a performance obligation.
The Company accounts for performance allocations that represent a performance-based capital allocation from fund limited partners to the Company (commonly known as “carried interest”) as earnings from financial assets within the scope of ASC 323, Investments - Equity Method and Joint Ventures, and therefore are not in the scope of ASC 606. In accordance with ASC 323, the Company records equity method income (losses) as a component of investment income based on the change in its proportionate claim on net assets of the investment fund, including performance allocations, assuming the investment fund was liquidated as of each reporting date pursuant to each fund’s governing agreements. See Note 6 for additional information on the components of investments and investment income. Performance fees that do not meet the definition of performance-based capital allocations are in the scope of ASC 606 and are included in incentive fees in the unaudited condensed consolidated statements of operations. The calculation of unrealized performance revenues utilizes investment valuations of the funds’ underlying investments, which are derived using the policies, methodologies and templates prepared by the Company’s valuation group, as described in Note 5, Fair Value Measurement.
While the determination of who is the customer in a contractual arrangement will be made on a contract-by-contract basis, the customer will generally be the investment fund for the Company’s significant management and advisory contracts. The customer determination impacts the Company’s analysis of the accounting for contract costs.
Fund Management Fees
The Company provides management services to funds in which it holds a general partner interest or to funds or certain portfolio companies with which it has an investment advisory or investment management agreement. The Company considers the performance obligations in its contracts with its funds to be the promise to provide (or to arrange for third parties to provide) investment management services related to the management, policies and operations of the funds.
As it relates to the Company’s performance obligation to provide investment management services, the Company typically satisfies this performance obligation over time as the services are rendered, since the funds simultaneously receive and consume the benefits provided as the Company performs the service. The transaction price is the amount of consideration to which the Company expects to be entitled in exchange for transferring the promised services to the funds. Management fees earned from each investment management contract over the contract life represent variable consideration because the consideration the Company is entitled to varies based on fluctuations in the basis for the management fee, for example fund net asset value (“NAV”) or assets under management (“AUM”). Given that the management fee basis is susceptible to market factors outside of the Company’s influence, management fees are constrained and, therefore, estimates of future period management fees are generally not included in the transaction price. Revenue recognized for the investment management services provided is generally the amount determined at the end of the period because that is when the uncertainty for that period is resolved.
For closed-end carry funds in the Global Private Equity and Global Credit segments, management fees generally range from 1.0% to 2.0% of commitments during the fund’s investment period based on limited partners’ capital commitments to the funds. Following the expiration or termination of the investment period, management fees generally are based on the lower of cost or fair value of invested capital and the rate charged may also be reduced. These terms may vary for certain separately managed accounts, longer-dated carry funds, and other closed-end funds. The Company will receive management fees during a specified period of time, which is generally ten years from the initial closing date, or, in some instances, from the final closing date, but such termination date may be earlier in certain limited circumstances or later if extended for successive one-year periods, typically up to a maximum of two years. Depending upon the contracted terms of investment advisory or investment management and related agreements, these fees are generally called semi-annually in advance and are recognized as earned
14
The Carlyle Group Inc.
Notes to the Condensed Consolidated Financial Statements
(Unaudited)
over the subsequent six month period. For certain longer-dated carry funds and certain other closed-end funds, management fees are called quarterly over the life of the funds.
Within the Global Credit segment, for CLOs and other structured products, management fees generally range from 0.4% to 0.5% based on the total par amount of assets or the aggregate principal amount of the notes in the CLO and are generally due quarterly in arrears based on the terms and recognized over the respective period. Management fees for the CLOs and other structured products are governed by indentures and collateral management agreements. The Company will receive management fees for the CLOs until redemption of the securities issued by the CLOs, which is generally to ten years after issuance. Management fees for the business development companies are due quarterly in arrears at annual rates that range from 1.00% of capital under management to 1.5% of gross assets, excluding cash and cash equivalents. Management fees for the Interval Fund are due monthly in arrears at the annual rate of 1.0% of the month-end value of the Interval Fund’s net assets. Carlyle Aviation Partners’ funds have varying management fee arrangements depending on the strategy of the particular fund. Under the strategic advisory services agreement with Fortitude, the Company earns a recurring management fee based on Fortitude’s general account assets, which adjusts within an agreed range based on Fortitude’s overall profitability and which is due quarterly in arrears.
Management fees for the Company’s carry fund vehicles in the Global Investment Solutions segment generally range from 0.25% to 1.0% of the vehicle’s capital commitments during the commitment fee period of the relevant fund. Following the expiration of the commitment fee period, the management fees generally range from 0.25% to 1.0% on (i) the net invested capital; (ii) the lower of cost or net asset value of the capital invested, or (iii) the net asset value for unrealized investments. Management fees for the Global Investment Solutions carry fund vehicles are generally due quarterly in advance and recognized over the related quarter.
As of June 30, 2022 and December 31, 2021, management fee receivables, net of allowances for credit losses, were $250.0 million and $164.5 million, respectively, and are included in due from affiliates and other receivables, net, in the unaudited condensed consolidated balance sheets.
The Company also provides transaction advisory and portfolio advisory services to the portfolio companies, and where covered by separate contractual agreements, recognizes fees for these services when the performance obligation has been satisfied and collection is reasonably assured. The Company also recognizes underwriting fees from the Company’s loan syndication and capital markets business, Carlyle Global Capital Markets. Fund management fees include transaction and portfolio advisory fees, as well as capital markets fees, of $43.2 million and $14.4 million for the three months ended June 30, 2022 and 2021, respectively, and $57.8 million and $32.4 million for the six months ended June 30, 2022 and 2021, respectively, net of any offsets as defined in the respective partnership agreements.
Fund management fees exclude the reimbursement of any partnership expenses paid by the Company on behalf of the Carlyle funds pursuant to the limited partnership agreements, including amounts related to the pursuit of actual, proposed, or unconsummated investments, professional fees, expenses associated with the acquisition, holding and disposition of investments, and other fund administrative expenses. For the professional fees that the Company arranges for the investment funds, the Company concluded that the nature of its promise is to arrange for the services to be provided and it does not control the services provided by third parties before they are transferred to the customer. Therefore, the Company concluded it is acting in the capacity of an agent. Accordingly, the reimbursement for these professional fees paid on behalf of the investment funds is presented on a net basis in general, administrative and other expenses in the unaudited condensed consolidated statements of operations.
The Company also incurs certain costs, primarily employee travel and entertainment costs, employee compensation and systems costs, for which it receives reimbursement from the investment funds in connection with its performance obligation to provide investment and management services. For reimbursable travel, compensation and systems costs, the Company concluded it controls the services provided by its employees and the resources used to develop applicable systems before they are transferred to the customer and therefore is a principal. Accordingly, the reimbursement for these costs incurred by the Company to manage the fund limited partnerships are presented on a gross basis in interest and other income in the unaudited condensed consolidated statements of operations and the expense in general, administrative and other expenses or cash-based compensation and benefits expenses in the unaudited condensed consolidated statements of operations.
Incentive Fees
In connection with management contracts from certain of its Global Credit funds, the Company is also entitled to receive performance-based incentive fees when the return on assets under management exceeds certain benchmark returns or other performance targets. In such arrangements, incentive fees are recognized when the performance benchmark has been achieved. Incentive fees are variable consideration because they are contingent upon the investment vehicle achieving stipulated
15
The Carlyle Group Inc.
Notes to the Condensed Consolidated Financial Statements
(Unaudited)
investment return hurdles. Investment returns are highly susceptible to market factors outside of the Company’s influence. Accordingly, incentive fees are constrained until all uncertainty is resolved. Estimates of future period incentive fees are generally not included in the transaction price because these estimates are constrained. The transaction price for incentive fees is generally the amount determined at the end of each accounting period to which they relate because that is when the uncertainty for that period is resolved, as these fees are not subject to clawback.
Investment Income (Loss), including Performance Allocations
Investment income (loss) represents the unrealized and realized gains and losses resulting from the Company’s equity method investments, including any associated general partner performance allocations, and other principal investments, including CLOs.
General partner performance allocations consist of the allocation of profits from certain of the funds to which the Company is entitled (commonly known as carried interest).
For closed-end carry funds in the Global Private Equity and Global Credit segments, the Company is generally entitled to a 20% allocation (or approximately 2% to 12.5% for most of the Global Investment Solutions segment carry fund vehicles) of the net realized income or gain as a carried interest after returning the invested capital, the allocation of preferred returns of generally 7% to 9% and return of certain fund costs (generally subject to catch-up provisions as set forth in the fund limited partnership agreement). These terms may vary on longer-dated funds, certain credit funds, or external co-investment vehicles. Carried interest is recognized upon appreciation of the funds’ investment values above certain return hurdles set forth in each respective partnership agreement. The Company recognizes revenues attributable to performance allocations based upon the amount that would be due pursuant to the fund partnership agreement at each period end as if the funds were terminated at that date. Accordingly, the amount recognized as investment income for performance allocations reflects the Company’s share of the gains and losses of the associated funds’ underlying investments measured at their then-current fair values relative to the fair values as of the end of the prior period. Because of the inherent uncertainty, these estimated values may differ significantly from the values that would have been used had a ready market for the investments existed, and it is reasonably possible that the difference could be material.
Carried interest is ultimately realized when: (i) an underlying investment is profitably disposed of, (ii) certain costs borne by the limited partner investors have been reimbursed, (iii) the fund’s cumulative returns are in excess of the preferred return and (iv) the Company has decided to collect carry rather than return additional capital to limited partner investors. Realized carried interest may be required to be returned by the Company in future periods if the fund’s investment values decline below certain levels. When the fair value of a fund’s investments remains constant or falls below certain return hurdles, previously recognized performance allocations are reversed. In all cases, each fund is considered separately in this regard, and for a given fund, performance allocations can never be negative over the life of a fund. If upon a hypothetical liquidation of a fund’s investments at their then-current fair values, previously recognized and distributed carried interest would be required to be returned, a liability is established for the potential giveback obligation. As of June 30, 2022 and December 31, 2021, the Company has accrued $40.9 million and $30.2 million, respectively, for giveback obligations.
Principal investment income (loss) is realized when the Company redeems all or a portion of its investment or when the Company receives or is due cash income, such as dividends or distributions. Unrealized principal investment income (loss) results from the Company’s proportionate share of the investee’s unrealized earnings, including changes in the fair value of the underlying investment, as well as the reversal of unrealized gain (loss) at the time an investment is realized. As it relates to the Company’s investments in NGP (see Note 6), principal investment income includes the related amortization of the basis difference between the Company’s carrying value of its investment and the Company’s share of underlying net assets of the investee, as well as the compensation expense associated with compensatory arrangements provided by the Company to employees of its equity method investee.
Interest Income
Interest income is recognized when earned. For debt securities representing non-investment grade beneficial interests in securitizations, the effective yield is determined based on the estimated cash flows of the security. Changes in the effective yield of these securities due to changes in estimated cash flows are recognized on a prospective basis as adjustments to interest income in future periods. Interest income earned by the Company is included in interest and other income in the accompanying unaudited condensed consolidated statements of operations. Interest income of the Consolidated Funds was $59.2 million and $56.6 million for the three months ended June 30, 2022 and 2021, respectively, and $115.7 million and $113.5 million for the six months ended June 30, 2022 and 2021, respectively, and is included in interest and other income of Consolidated Funds in the accompanying unaudited condensed consolidated statements of operations.
16
The Carlyle Group Inc.
Notes to the Condensed Consolidated Financial Statements
(Unaudited)
Credit Losses
Under ASU 2016-13, Financial Instruments-Credit Losses (Topic 326), the Company is required to measure all expected credit losses for financial assets held at the reporting date based on historical experience, current conditions, and reasonable and supportable forecasts. The Company assesses the collection risk characteristics of the outstanding amounts in its due from affiliates balance into the following pools of receivables:
•Reimbursable fund expenses receivables,
•Management fee receivables,
•Incentive fee receivables,
•Transaction fee receivables,
•Portfolio fee receivables, and
•Notes receivable.
The Company generally utilizes either historical credit loss information or discounted cash flows to calculate expected credit losses for each pool. The Company’s receivables are predominantly with its investment funds, which have low risk of credit loss based on the Company’s historical experience. Historical credit loss data may be adjusted for current conditions and reasonable and supportable forecasts, including the Company’s expectation of near-term realization based on the liquidity of the affiliated investment funds.
Compensation and Benefits
Cash-based Compensation and Benefits – Cash-based compensation and benefits includes salaries, bonuses (discretionary awards and guaranteed amounts), performance payment arrangements and benefits paid and payable to Carlyle employees. Bonuses are accrued over the service period to which they relate.
Equity-Based Compensation – Compensation expense relating to the issuance of equity-based awards is measured at fair value on the grant date. The compensation expense for awards that vest over a future service period is recognized over the relevant service period on a straight-line basis. The compensation expense for awards that do not require future service is recognized immediately. Cash settled equity-based awards are classified as liabilities and are re-measured at the end of each reporting period. The compensation expense for awards that contain performance conditions is recognized when it is probable that the performance conditions will be achieved; in certain instances, such compensation expense may be recognized prior to the grant date of the award. The compensation expense for awards that contain market conditions is based on a grant-date fair value that factors in the probability that the market conditions will be achieved and is recognized over the requisite service period on a straight-line basis.
Equity-based awards issued to non-employees are generally recognized as general, administrative and other expenses, except to the extent they are recognized as part of the Company’s equity method earnings because they are issued to employees of equity method investees.
The Company recognizes equity-based award forfeitures in the period they occur as a reversal of previously recognized compensation expense. The reduction in compensation expense is determined based on the specific awards forfeited during that period. Furthermore, the Company recognizes all excess tax benefits and deficiencies as income tax benefit or expense in the unaudited condensed consolidated statements of operations.
Performance Allocations and Incentive Fee Related Compensation – A portion of the performance allocations and incentive fees earned is due to employees and advisors of the Company. These amounts are accounted for as compensation expense in conjunction with the recognition of the related performance allocations and incentive fee revenue and, until paid, are recognized as a component of the accrued compensation and benefits liability. Accordingly, upon a reversal of performance allocations or incentive fee revenue, the related compensation expense, if any, is also reversed. As of June 30, 2022 and December 31, 2021, the Company had recorded a liability of $4.1 billion, for both periods, related to the portion of accrued performance allocations and incentive fees due to employees and advisors, respectively, which was included in accrued compensation and benefits in the accompanying unaudited condensed consolidated balance sheets.
In October 2021, the Company commenced a program under which, at the Company’s discretion, up to 20% of the realized performance allocation related compensation over a threshold amount may be distributed in fully vested, newly issued shares of the Company’s common stock. These shares are accounted for as performance allocations and incentive fee related compensation and do not result in incremental compensation expense.
17
The Carlyle Group Inc.
Notes to the Condensed Consolidated Financial Statements
(Unaudited)
Income Taxes
The Carlyle Group Inc. is a corporation for U.S. federal income tax purposes and thus is subject to U.S. federal, state and local corporate income taxes. Tax positions taken by the Company are subject to periodic audit by U.S. federal, state, local and foreign taxing authorities. The interim provision for income taxes is calculated using the discrete effective tax rate method as allowed by ASC 740, Accounting for Income Taxes. The discrete method is applied when the application of the estimated annual effective tax rate is impractical because it is not possible to reliably estimate the annual effective tax rate. The discrete method treats the year to date period as if it was the annual period and determines the income tax expense or benefit on that basis.
The Company accounts for income taxes using the asset and liability method, which requires the recognition of deferred tax assets and liabilities for the expected future consequences of events that have been included in the financial statements or tax returns. Under this method, deferred tax assets and liabilities are determined based on the difference between the financial statement reporting and the tax basis of assets and liabilities using enacted tax rates in effect for the period in which the difference is expected to reverse. The effect of a change in tax rates on deferred tax assets and liabilities is recognized in the period of the change in the provision for income taxes. Further, deferred tax assets are recognized for the expected realization of available net operating loss and tax credit carry forwards. A valuation allowance is recorded on the Company’s gross deferred tax assets when it is “more likely than not” that such asset will not be realized. When evaluating the realizability of the Company’s deferred tax assets, all evidence, both positive and negative, is evaluated. Items considered in this analysis include the ability to carry back losses, the reversal of temporary differences, tax planning strategies, and expectations of future earnings. Lastly, the Company accounts for the tax on global intangible low-taxed income (“GILTI”) as incurred and therefore has not recorded deferred taxes related to GILTI on its foreign subsidiaries.
Under U.S. GAAP for income taxes, the amount of tax benefit to be recognized is the amount of benefit that is “more likely than not” to be sustained upon examination. The Company analyzes its tax filing positions in all of the U.S. federal, state, local and foreign tax jurisdictions where it is required to file income tax returns, as well as for all open tax years in these jurisdictions. If, based on this analysis, the Company determines that uncertainties in tax positions exist, a liability is established, which is included in accounts payable, accrued expenses and other liabilities in the unaudited condensed consolidated financial statements. The Company recognizes accrued interest and penalties related to unrecognized tax positions in the provision for income taxes. If recognized, the entire amount of unrecognized tax positions would be recorded as a reduction in the provision for income taxes.
Non-controlling Interests
Non-controlling interests in consolidated entities represent the component of equity in consolidated entities held by third-party investors. These interests are adjusted for general partner allocations which occur during the reporting period. Any change in ownership of a subsidiary while the controlling financial interest is retained is accounted for as an equity transaction between the controlling and non-controlling interests. Transaction costs incurred in connection with such changes in ownership of a subsidiary are recorded as a direct charge to equity.
Earnings Per Common Share
The Company computes earnings per common share in accordance with ASC 260, Earnings Per Share. Basic earnings per common share is calculated by dividing net income (loss) attributable to the common shares of the Company by the weighted-average number of common shares outstanding for the period. Diluted earnings per common share reflects the assumed conversion of all dilutive securities. The Company applies the treasury stock method to determine the dilutive weighted-average common shares outstanding for certain equity-based compensation awards. For certain equity-based compensation awards that contain performance or market conditions, the number of contingently issuable common shares is included in diluted earnings per common share based on the number of common shares, if any, that would be issuable under the terms of the awards if the end of the reporting period were the end of the contingency period, if the result is dilutive.
Fair Value of Financial Instruments
The underlying entities that the Company manages and invests in (and in certain cases, consolidates) are primarily investment companies which account for their investments at estimated fair value.
The fair value measurement accounting guidance under ASC Topic 820, Fair Value Measurement (“ASC 820”), establishes a hierarchical disclosure framework which ranks the observability of market price inputs used in measuring financial instruments at fair value. The observability of inputs is impacted by a number of factors, including the type of financial
18
The Carlyle Group Inc.
Notes to the Condensed Consolidated Financial Statements
(Unaudited)
instrument, the characteristics specific to the financial instrument and the state of the marketplace, including the existence and transparency of transactions between market participants. Financial instruments with readily available quoted prices, or for which fair value can be measured from quoted prices in active markets, will generally have a higher degree of market price observability and a lesser degree of judgment applied in determining fair value.Financial instruments measured and reported at fair value are classified and disclosed based on the observability of inputs used in the determination of fair values, as follows:
•Level I – inputs to the valuation methodology are quoted prices available in active markets for identical instruments as of the reporting date. The type of financial instruments in this category include unrestricted securities, such as equities and derivatives, listed in active markets. The Company does not adjust the quoted price for these instruments, even in situations where the Company holds a large position and a sale could reasonably impact the quoted price.
•Level II – inputs to the valuation methodology are other than quoted prices in active markets, which are either directly or indirectly observable as of the reporting date. The types of financial instruments in this category include less liquid and restricted securities listed in active markets, securities traded in other than active markets, government and agency securities, and certain over-the-counter derivatives where the fair value is based on observable inputs.
•Level III – inputs to the valuation methodology are unobservable and significant to overall fair value measurement. The inputs into the determination of fair value require significant management judgment or estimation. The types of financial instruments in this category include investments in privately-held entities, non-investment grade residual interests in securitizations, collateralized loan obligations, and certain over-the-counter derivatives where the fair value is based on unobservable inputs.
In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, the determination of which category within the fair value hierarchy is appropriate for any given financial instrument is based on the lowest level of input that is significant to the fair value measurement. The Company’s assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment and considers factors specific to the financial instrument.
In certain cases, debt and equity securities (including corporate treasury investments) are valued on the basis of prices from an orderly transaction between market participants provided by reputable dealers or pricing services. In determining the value of a particular investment, pricing services may use certain information with respect to transactions in such investments, quotations from dealers, pricing matrices, market transactions in comparable investments and various relationships between investments.
In the absence of observable market prices, the Company values its investments and its funds’ investments using valuation methodologies applied on a consistent basis. For some investments little market activity may exist. Management’s determination of fair value is then based on the best information available in the circumstances and may incorporate management’s own assumptions and involve a significant degree of judgment, taking into consideration a combination of internal and external factors, including the appropriate risk adjustments for non-performance and liquidity risks. Investments for which market prices are not observable include private investments in the equity and debt of operating companies and real assets, CLO investments and CLO loans payable and fund investments. The valuation technique for each of these investments is described below:
Investments in Operating Companies and Real Assets – The fair values of private investments in operating companies and real assets are generally determined by reference to the income approach (including the discounted cash flow method and the income capitalization method) and the market approach (including the comparable publicly traded company method and the comparable transaction method). Valuations under these approaches are typically derived by reference to investment-specific inputs (such as projected cash flows, earnings before interest, taxes, depreciation and amortization (“EBITDA”), and net operating income) combined with market-based inputs (such as discount rates, EBITDA multiples and capitalization rates). In many cases the investment-specific inputs are unaudited at the time received. Management may also adjust the market-based inputs to account for differences between the subject investment and the companies, asset or investments used to derive the market-based inputs. Adjustments to observable valuation measures are frequently made upon the initial investment to calibrate the initial investment valuation to industry observable inputs. Such adjustments are made to align the investment to observable industry inputs for
19
The Carlyle Group Inc.
Notes to the Condensed Consolidated Financial Statements
(Unaudited)
differences in size, profitability, projected growth rates, geography, capital structure, and other factors as applicable. The adjustments are then reviewed with each subsequent valuation to assess how the investment has evolved relative to the observable inputs. Additionally, the investment may be subject to certain specific risks and/or development milestones which are also taken into account in the valuation assessment. Option pricing models and similar tools may also be considered but do not currently drive a significant portion of operating company or real asset valuations and are used primarily to value warrants, derivatives, certain restrictions and other atypical investment instruments.
Credit-Oriented Investments – The fair values of credit-oriented investments (including corporate treasury investments) are generally determined on the basis of prices between market participants provided by reputable dealers or pricing services. In determining the value of a particular investment, pricing services may use certain information with respect to transactions in such investments, quotations from dealers, pricing matrices, market transactions in comparable investments and various relationships between investments. Specifically, for investments in distressed debt and corporate loans and bonds, the fair values are generally determined by valuations of comparable investments. In some instances, the Company may utilize other valuation techniques, including the discounted cash flow method.
CLO Investments and CLO Loans Payable – The Company measures the financial liabilities of its consolidated CLOs based on the fair value of the financial assets of its consolidated CLOs, as the Company believes the fair value of the financial assets are more observable. The fair values of the CLO loan and bond assets are primarily based on quotations from reputable dealers or relevant pricing services. In situations where valuation quotations are unavailable, the assets are valued based on similar securities, market index changes, and other factors. The Company performs certain procedures to ensure the reliability of the quotations from pricing services for its CLO assets and CLO structured asset positions, which generally includes corroborating prices with a discounted cash flow analysis. Generally, the loan and bond assets of the CLOs are not publicly traded and are classified as Level III. The fair values of the CLO structured asset positions are determined based on both discounted cash flow analyses and third party quotes. Those analyses consider the position size, liquidity, current financial condition of the CLOs, the third party financing environment, reinvestment rates, recovery lags, discount rates and default forecasts and are compared to broker quotations from market makers and third party dealers.
The Company measures the CLO loan payables held by third party beneficial interest holders on the basis of the fair value of the financial assets of the CLO and the beneficial interests held by the Company. The Company continues to measure the CLO loans payable that it holds at fair value based on relevant pricing services or discounted cash flow analyses, as described above.
Fund Investments – The Company’s primary and secondary investments in external funds are valued based on its proportionate share of the net assets provided by the third party general partners of the underlying fund partnerships based on the most recent available information which typically has a lag of up to 90 days. The terms of the investments generally preclude the ability to redeem the investment. Distributions from these investments will be received as the underlying assets in the funds are liquidated, the timing of which cannot be readily determined.
Investment professionals with responsibility for the underlying investments are responsible for preparing the investment valuations pursuant to the policies, methodologies and templates prepared by the Company’s valuation group, which is a team made up of dedicated valuation professionals reporting to the Company’s chief accounting officer. The valuation group is responsible for maintaining the Company’s valuation policy and related guidance, templates and systems that are designed to be consistent with the guidance found in ASC 820. These valuations, inputs and preliminary conclusions are reviewed by the fund accounting teams. The valuations are then reviewed and approved by the respective fund valuation subcommittees, which include the respective fund head(s), segment head, chief financial officer and chief accounting officer, as well as members of the valuation group. The valuation group compiles the aggregate results and significant matters and presents them for review and approval by the global valuation committee, which includes the Company’s chief executive officer, chief risk officer, chief financial officer, chief accounting officer, and the business segment heads, and observed by the chief compliance officer, the director of internal audit, the Company’s audit committee and others. Additionally, each quarter a sample of valuations are reviewed by external valuation firms. Valuations of the funds’ investments are used in the calculation of accrued performance allocations, or “carried interest”.
Investments, at Fair Value
Investments include (i) the Company’s ownership interests (typically general partner interests) in the Funds, (ii) strategic investments made by the Company (both of which are accounted for as equity method investments), (iii) the investments held
20
The Carlyle Group Inc.
Notes to the Condensed Consolidated Financial Statements
(Unaudited)
by the Consolidated Funds (which are presented at fair value in the Company’s unaudited condensed consolidated financial statements), and (iv) certain credit-oriented investments, including investments in the CLOs and the preferred securities of Carlyle Secured Lending, Inc. (“CSL,” formerly known as “TCG BDC, Inc.”, the preferred securities of which are referred to as the “BDC Preferred Shares”) (which are accounted for as trading securities).
Upon the sale of a security or other investment, the realized net gain or loss is computed on a weighted average cost basis, with the exception of the investments held by the CLOs, which compute the realized net gain or loss on a first in, first out basis. Securities transactions are recorded on a trade date basis.
Equity Method Investments
The Company accounts for all investments in which it has or is otherwise presumed to have significant influence, including investments in the unconsolidated Funds and strategic investments, using the equity method of accounting. The carrying value of equity method investments is determined based on amounts invested by the Company, adjusted for the equity in earnings or losses of the investee (including performance allocations) allocated based on the respective partnership agreement, less distributions received. The Company evaluates its equity method investments for impairment whenever events or changes in circumstances indicate that the carrying amounts of such investments may not be recoverable.
Cash and Cash Equivalents
Cash and cash equivalents include cash held at banks and cash held for distributions, including investments with original maturities of less than three months when purchased.
Cash and Cash Equivalents Held at Consolidated Funds
Cash and cash equivalents held at Consolidated Funds consists of cash and cash equivalents held by the Consolidated Funds, which, although not legally restricted, is not available to fund the general liquidity needs of the Company.
Restricted Cash
Restricted cash primarily represents cash held by the Company’s foreign subsidiaries due to certain government regulatory capital requirements as well as certain amounts held on behalf of Carlyle funds.
Derivative Instruments
The Company uses derivative instruments primarily to reduce its exposure to changes in foreign currency exchange rates. Derivative instruments are recognized at fair value in the unaudited condensed consolidated balance sheets with changes in fair value recognized in the unaudited condensed consolidated statements of operations for all derivatives not designated as hedging instruments.
Securities Sold Under Agreements to Repurchase
As it relates to certain European CLOs sponsored by the Company, securities sold under agreements to repurchase (“repurchase agreements”) are accounted for as collateralized financing transactions. The Company provides securities to counterparties to collateralize amounts borrowed under repurchase agreements on terms that permit the counterparties to repledge or resell the securities to others. As of June 30, 2022, $244.9 million of securities were transferred to counterparties under repurchase agreements and are included within investments in the unaudited condensed consolidated balance sheets. Cash received under repurchase agreements is recognized as a liability within debt obligations in the unaudited condensed consolidated balance sheets. Interest expense is recognized on an effective yield basis and is included within interest expense in the unaudited condensed consolidated statements of operations. See Note 8 for additional information.
Fixed Assets
Fixed assets consist of furniture, fixtures and equipment, leasehold improvements, and computer hardware and software and are stated at cost, less accumulated depreciation and amortization. Depreciation is recognized on a straight-line method over the assets’ estimated useful lives, which for leasehold improvements are the lesser of the lease terms or the life of the asset, and to seven years for other fixed assets. Fixed assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable.
21
The Carlyle Group Inc.
Notes to the Condensed Consolidated Financial Statements
(Unaudited)
Leases
The Company accounts for its leases in accordance with ASU 2016-2, Leases (Topic 842), and recognizes a lease liability and right-of-use asset in the condensed consolidated balance sheet for contracts that it determines are leases or contain a lease. The Company’s leases primarily consist of operating leases for office space in various countries around the world. The Company also has operating leases for office equipment and vehicles, which are not significant. The Company does not separate non-lease components from lease components for its office space and equipment operating leases and instead accounts for each separate lease component and its associated non-lease component as a single lease component. Right-of-use assets represent the Company’s right to use an underlying asset for the lease term and lease liabilities represent the Company’s obligation to make lease payments arising from the leases. The Company’s right-of-use assets and lease liabilities are recognized at lease commencement based on the present value of lease payments over the lease term. Lease right-of-use assets include initial direct costs incurred by the Company and are presented net of deferred rent and lease incentives. Absent an implicit interest rate in the lease, the Company uses its incremental borrowing rate, adjusted for the effects of collateralization, based on the information available at commencement in determining the present value of lease payments. The Company’s lease terms may include options to extend or terminate the lease when it is reasonably certain that the Company will exercise those options. Lease expense for lease payments is recognized on a straight-line basis over the lease term. Lease right-of-use assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of the asset may not be recoverable.
The Company does not recognize a lease liability or right-of-use asset on the balance sheet for short-term leases. Instead, the Company recognizes short-term lease payments as an expense on a straight-line basis over the lease term. A short-term lease is defined as a lease that, at the commencement date, has a lease term of 12 months or less and does not include an option to purchase the underlying asset that the lessee is reasonably certain to exercise. When determining whether a lease qualifies as a short-term lease, the Company evaluates the lease term and the purchase option in the same manner as all other leases.
Intangible Assets and Goodwill
The Company’s intangible assets consist of acquired contractual rights to earn future fee income, including management and advisory fees, and customer relationships. Finite-lived intangible assets are amortized over their estimated useful lives, which range from to seven years, and are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of the asset may not be recoverable.
Goodwill represents the excess of cost over the identifiable net assets of businesses acquired and is recorded in the functional currency of the acquired entity. Goodwill is recognized as an asset and is reviewed for impairment annually as of October 1st and between annual tests when events and circumstances indicate that impairment may have occurred.
Deferred Revenue
Deferred revenue represents management fees and other revenue received prior to the balance sheet date, which has not yet been earned. Deferred revenue also includes transaction and portfolio advisory fees received by the Company that are required to offset fund management fees pursuant to the related fund agreements. The decrease in the deferred revenue balance for the six months ended June 30, 2022 was primarily driven by revenues that were included in the deferred revenue balance at the beginning of the period, partially offset by cash payments received in advance of the Company satisfying its performance obligations.
Accumulated Other Comprehensive Income (Loss)
The Company’s accumulated other comprehensive income (loss) is comprised of foreign currency translation adjustments and gains and losses on defined benefit plans sponsored by AlpInvest. The components of accumulated other comprehensive income (loss) as of June 30, 2022 and December 31, 2021 were as follows:
| As of | |||||||||||
| June 30, 2022 | December 31, 2021 | ||||||||||
| (Dollars in millions) | |||||||||||
| Currency translation adjustments | $ | (341.1) | $ | (231.8) | |||||||
| Unrealized losses on defined benefit plans | (19.7) | (15.7) | |||||||||
| Total | $ | (360.8) | $ | (247.5) | |||||||
22
The Carlyle Group Inc.
Notes to the Condensed Consolidated Financial Statements
(Unaudited)
Foreign Currency Translation
Non-U.S. dollar denominated assets and liabilities are translated at period-end rates of exchange, and the unaudited condensed consolidated statements of operations are translated at rates of exchange in effect throughout the period. Foreign currency gains (losses) resulting from transactions outside of the functional currency of an entity of $16.8 million and $4.2 million for the three months ended June 30, 2022 and 2021, respectively, and $23.2 million and $(1.9) million for the six months ended June 30, 2022 and 2021, respectively, are included in general, administrative and other expenses in the unaudited condensed consolidated statements of operations.
Recent Accounting Pronouncements
The Company considers the applicability and impact of all accounting standard updates (“ASU”) issued by the Financial Accounting Standards Board (“FASB”). ASUs not listed below were assessed and either determined to be not applicable or expected to have minimal impact on the Company’s consolidated financial statements.
In March 2020, the FASB issued ASU 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting. The amendments in this update provide optional expedients and exceptions for applying generally accepted accounting principles to contracts, hedging relationships, and other transactions affected by reference rate reform if certain criteria are met. The amendments in this update apply only to contracts, hedging relationships, and other transactions that reference the London Interbank Offered Rate (“LIBOR”) or another reference rate expected to be discontinued because of reference rate reform. In January 2021, the FASB issued ASU No. 2021-01, Reference Rate Reform (Topic 848): Scope, to clarify that certain optional expedients and exceptions in Topic 848 for contract modifications and hedge accounting apply to derivative instruments that use an interest rate for margining, discounting, or contract price alignment that is modified as a result of reference rate reform. An entity may elect to adopt the amendments in ASU 2020-04 and ASU 2021-01 at any time after March 12, 2020 but no later than December 31, 2022. The expedients and exceptions provided by the amendments do not apply to contract modifications and hedging relationships entered into or evaluated after December 31, 2022, except for hedging transactions as of December 31, 2022, that an entity has elected certain optional expedients for and that are retained through the end of the hedging relationship. The Company does not expect this guidance to impact its consolidated financial statements.
In June 2022, the FASB issued ASU 2022-03, Fair Value Measurement (Topic 820): Fair Value Measurement of Equity Securities Subject to Contractual Sale Restrictions. The amendments in this update clarify the guidance in Topic 820 when measuring the fair value of an equity security subject to contractual sale restrictions and introduce new disclosure requirements related to such equity securities. The amendments are effective for fiscal years beginning after December 15, 2023, with early adoption permitted. The Company is currently evaluating the impact of this guidance on its consolidated financial statements.
4. Acquisitions
Acquisition of CLO Management Contracts from CBAM Partners LLC
On March 21, 2022, the Company acquired the management contracts related to a portfolio of assets primarily comprised of U.S. and European CLOs as well as other assets across private credit from CBAM Partners LLC (“CBAM”). The purchase price of $812.9 million consisted of a combination of $618.4 million in cash, including approximately $3.4 million of acquisition costs incurred by the Company in connection with the transaction, and approximately 4.2 million newly issued, fully vested common shares ($194.5 million based on the value of the shares at closing).
In connection with the acquisition of the CLO management contracts, the Company acquired CLO senior and subordinated notes of $175.9 million. A portion of these CLO investments is financed through term loans and other financing arrangements with financial institutions, which are secured by the Company’s investments in the respective CLO, have a general unsecured interest in the Carlyle entity that manages the CLO, and generally do not have recourse to any other Carlyle entity (see Note 8).
This transaction was accounted for as an asset acquisition and the acquired contractual rights of $794.3 million are finite-lived intangible assets. The finite-lived intangible assets are amortized using straight-line method over a period of primarily seven years.
23
The Carlyle Group Inc.
Notes to the Condensed Consolidated Financial Statements
(Unaudited)
The acquisition-date fair value of the consideration transferred and the allocation of cost to the assets acquired and liabilities assumed at the acquisition date are as follows (Dollars in millions):
| Acquisition-date fair value of consideration transferred | |||||
| Cash | $ | 618.4 | |||
| Shares of common stock (see Note 15) | 194.5 | ||||
| Total consideration transferred | $ | 812.9 | |||
| Allocation of cost to assets acquired and liabilities assumed | |||||
| Acquired contractual rights | $ | 794.3 | |||
| Acquired CLO senior and subordinated notes | 175.9 | ||||
| Assumed CLO borrowings outstanding (see Note 8) | (157.3) | ||||
| Total cost of assets acquired, net of liabilities assumed | $ | 812.9 | |||
5. Fair Value Measurement
The following table summarizes the Company’s assets and liabilities measured at fair value on a recurring basis by the above fair value hierarchy levels as of June 30, 2022:
| (Dollars in millions) | Level I | Level II | Level III | Total | |||||||||||||||||||
| Assets | |||||||||||||||||||||||
| Investments of Consolidated Funds: | |||||||||||||||||||||||
| Equity securities | $ | — | $ | — | $ | 12.4 | $ | 12.4 | |||||||||||||||
| Bonds | — | — | 669.8 | 669.8 | |||||||||||||||||||
| Loans | — | — | 5,516.8 | 5,516.8 | |||||||||||||||||||
| — | — | 6,199.0 | 6,199.0 | ||||||||||||||||||||
| Investments in CLOs | — | — | 508.6 | 508.6 | |||||||||||||||||||
Other investments(1) | 1.4 | 42.1 | 65.1 | 108.6 | |||||||||||||||||||
| Foreign currency forward contracts | — | 6.8 | — | 6.8 | |||||||||||||||||||
| Subtotal | $ | 1.4 | $ | 48.9 | $ | 6,772.7 | $ | 6,823.0 | |||||||||||||||
Investments measured at net asset value(2) | 234.4 | ||||||||||||||||||||||
| Total | $ | 7,057.4 | |||||||||||||||||||||
| Liabilities | |||||||||||||||||||||||
Loans payable of Consolidated Funds(3) | $ | — | $ | — | $ | 5,757.8 | $ | 5,757.8 | |||||||||||||||
| Foreign currency forward contracts | — | 6.2 | — | 6.2 | |||||||||||||||||||
| Total | $ | — | $ | 6.2 | $ | 5,757.8 | $ | 5,764.0 | |||||||||||||||
(1)The Level III balance excludes a $54.9 million corporate investment in equity securities which the Company has elected to account for under the measurement alternative for equity securities without readily determinable fair values pursuant to ASC 321, Investments – Equity Securities. As a non-recurring fair value measurement, the fair value of these equity securities is excluded from the tabular Level III rollforward disclosures.
(2)Balance represents Fund Investments that the Company reports based on the most recent available information which typically has a lag of up to 90 days, of which $219.2 million relates to investments of Consolidated Funds.
(3)Senior and subordinated notes issued by CLO vehicles are valued based on the more observable fair value of the CLO financial assets, less (i) the fair value of any beneficial interests held by the Company and (ii) the carrying value of any beneficial interests that represent compensation for services.
24
The Carlyle Group Inc.
Notes to the Condensed Consolidated Financial Statements
(Unaudited)
The following table summarizes the Company’s assets and liabilities measured at fair value on a recurring basis by the above fair value hierarchy levels as of December 31, 2021:
| (Dollars in millions) | Level I | Level II | Level III | Total | |||||||||||||||||||
| Assets | |||||||||||||||||||||||
| Investments of Consolidated Funds: | |||||||||||||||||||||||
| Equity securities | $ | — | $ | — | $ | 17.9 | $ | 17.9 | |||||||||||||||
| Bonds | — | — | 599.5 | 599.5 | |||||||||||||||||||
| Loans | — | — | 5,898.1 | 5,898.1 | |||||||||||||||||||
| — | — | 6,515.5 | 6,515.5 | ||||||||||||||||||||
| Investments in CLOs | — | — | 361.1 | 361.1 | |||||||||||||||||||
Other investments(1) | 1.5 | 45.6 | 78.7 | 125.8 | |||||||||||||||||||
| Foreign currency forward contracts | — | 1.4 | — | 1.4 | |||||||||||||||||||
| Subtotal | $ | 1.5 | $ | 47.0 | $ | 6,955.3 | $ | 7,003.8 | |||||||||||||||
Investments measured at net asset value(2) | 161.7 | ||||||||||||||||||||||
| Total | $ | 7,165.5 | |||||||||||||||||||||
| Liabilities | |||||||||||||||||||||||
Loans payable of Consolidated Funds(3) | $ | — | $ | — | $ | 5,811.0 | $ | 5,811.0 | |||||||||||||||
| Foreign currency forward contracts | — | 0.7 | — | 0.7 | |||||||||||||||||||
Total(4) | $ | — | $ | 0.7 | $ | 5,811.0 | $ | 5,811.7 | |||||||||||||||
(1)The Level III balance excludes a corporate investment in equity securities which the Company has elected to account for under the measurement alternative for equity securities without readily determinable fair values pursuant to ASC 321, Investments – Equity Securities. In December 2021, the Company remeasured this investment to a fair value of $54.9 million due to an observable price change. As a non-recurring fair value measurement, the fair value of these equity securities is excluded from the tabular Level III rollforward disclosures.
(2)Balance represents Fund Investments that the Company reports based on the most recent available information which typically has a lag of up to 90 days, of which $145.5 million relates to investments of Consolidated Funds.
(3)Senior and subordinated notes issued by CLO vehicles are valued based on the more observable fair value of the CLO financial assets, less (i) the fair value of any beneficial interests held by the Company and (ii) the carrying value of any beneficial interests that represent compensation for services.
(4)Total liabilities balance excludes a $79.0 million revolving credit balance related to loans payable of Consolidated Funds.
25
The Carlyle Group Inc.
Notes to the Condensed Consolidated Financial Statements
(Unaudited)
The changes in financial instruments measured at fair value for which the Company has used Level III inputs to determine fair value are as follows (Dollars in millions):
| Financial Assets | |||||||||||||||||||||||||||||||||||
| Three Months Ended June 30, 2022 | |||||||||||||||||||||||||||||||||||
| Investments of Consolidated Funds | |||||||||||||||||||||||||||||||||||
| Equity securities | Bonds | Loans | Investments in CLOs | Other investments | Total | ||||||||||||||||||||||||||||||
| Balance, beginning of period | $ | 11.3 | $ | 565.2 | $ | 5,612.5 | $ | 560.4 | $ | 76.0 | $ | 6,825.4 | |||||||||||||||||||||||
| Purchases | — | 199.9 | 774.9 | 4.4 | — | 979.2 | |||||||||||||||||||||||||||||
| Sales and distributions | (0.4) | (40.7) | (283.1) | (14.8) | (0.9) | (339.9) | |||||||||||||||||||||||||||||
| Settlements | — | — | (198.9) | — | — | (198.9) | |||||||||||||||||||||||||||||
| Realized and unrealized gains (losses), net | |||||||||||||||||||||||||||||||||||
| Included in earnings | 2.0 | (24.2) | (193.5) | (15.4) | (10.0) | (241.1) | |||||||||||||||||||||||||||||
| Included in other comprehensive income | (0.5) | (30.4) | (195.1) | (26.0) | — | (252.0) | |||||||||||||||||||||||||||||
| Balance, end of period | $ | 12.4 | $ | 669.8 | $ | 5,516.8 | $ | 508.6 | $ | 65.1 | $ | 6,772.7 | |||||||||||||||||||||||
| Changes in unrealized gains (losses) included in earnings related to financial assets still held at the reporting date | $ | 1.6 | $ | (24.5) | $ | (198.9) | $ | (15.4) | $ | (10.0) | $ | (247.2) | |||||||||||||||||||||||
| Changes in unrealized gains (losses) included in other comprehensive income related to financial assets still held at the reporting date | $ | (0.6) | $ | (27.5) | $ | (182.4) | $ | (26.0) | $ | — | $ | (236.5) | |||||||||||||||||||||||
| Financial Assets | |||||||||||||||||||||||||||||||||||
| Six Months Ended June 30, 2022 | |||||||||||||||||||||||||||||||||||
| Investments of Consolidated Funds | |||||||||||||||||||||||||||||||||||
| Equity securities | Bonds | Loans | Investments in CLOs | Other investments | Total | ||||||||||||||||||||||||||||||
| Balance, beginning of period | $ | 17.9 | $ | 599.5 | $ | 5,898.1 | $ | 361.1 | $ | 78.7 | $ | 6,955.3 | |||||||||||||||||||||||
| Purchases | 0.1 | 382.4 | 1,540.9 | 232.0 | 0.9 | 2,156.3 | |||||||||||||||||||||||||||||
| Sales and distributions | (7.2) | (227.6) | (1,014.1) | (28.9) | (2.9) | (1,280.7) | |||||||||||||||||||||||||||||
| Settlements | — | (0.3) | (361.7) | — | — | (362.0) | |||||||||||||||||||||||||||||
| Realized and unrealized gains (losses), net | |||||||||||||||||||||||||||||||||||
| Included in earnings | 2.4 | (38.0) | (247.4) | (25.0) | (11.6) | (319.6) | |||||||||||||||||||||||||||||
| Included in other comprehensive income | (0.8) | (46.2) | (299.0) | (30.6) | — | (376.6) | |||||||||||||||||||||||||||||
| Balance, end of period | $ | 12.4 | $ | 669.8 | $ | 5,516.8 | $ | 508.6 | $ | 65.1 | $ | 6,772.7 | |||||||||||||||||||||||
| Changes in unrealized gains (losses) included in earnings related to financial assets still held at the reporting date | $ | 1.8 | $ | (37.1) | $ | (252.8) | $ | (25.0) | $ | (11.6) | $ | (324.7) | |||||||||||||||||||||||
| Changes in unrealized gains (losses) included in other comprehensive income related to financial assets still held at the reporting date | $ | (0.7) | $ | (31.5) | $ | (249.8) | $ | (30.6) | $ | — | $ | (312.6) | |||||||||||||||||||||||
26
The Carlyle Group Inc.
Notes to the Condensed Consolidated Financial Statements
(Unaudited)
| Financial Assets | |||||||||||||||||||||||||||||||||||
| Three Months Ended June 30, 2021 | |||||||||||||||||||||||||||||||||||
| Investments of Consolidated Funds | |||||||||||||||||||||||||||||||||||
| Equity securities | Bonds | Loans | Investments in CLOs | Other investments | Total | ||||||||||||||||||||||||||||||
| Balance, beginning of period | $ | 9.5 | $ | 525.2 | $ | 5,271.0 | $ | 462.9 | $ | 75.6 | $ | 6,344.2 | |||||||||||||||||||||||
Consolidation of funds (1) | 2.4 | — | (176.2) | 26.1 | — | (147.7) | |||||||||||||||||||||||||||||
| Purchases | 0.4 | 212.9 | 1,561.6 | 33.1 | — | 1,808.0 | |||||||||||||||||||||||||||||
| Sales and distributions | (1.7) | (205.8) | (741.8) | (169.1) | (0.9) | (1,119.3) | |||||||||||||||||||||||||||||
| Settlements | — | — | (403.5) | — | — | (403.5) | |||||||||||||||||||||||||||||
| Realized and unrealized gains (losses), net | |||||||||||||||||||||||||||||||||||
| Included in earnings | 7.7 | 5.6 | 2.6 | 0.5 | 3.7 | 20.1 | |||||||||||||||||||||||||||||
| Included in other comprehensive income | — | 4.1 | 29.9 | (0.4) | — | 33.6 | |||||||||||||||||||||||||||||
| Balance, end of period | $ | 18.3 | $ | 542.0 | $ | 5,543.6 | $ | 353.1 | $ | 78.4 | $ | 6,535.4 | |||||||||||||||||||||||
| Changes in unrealized gains (losses) included in earnings related to financial assets still held at the reporting date | $ | 6.7 | $ | 4.5 | $ | 8.7 | $ | 0.1 | $ | 3.8 | $ | 23.8 | |||||||||||||||||||||||
| Changes in unrealized gains (losses) included in other comprehensive income related to financial assets still held at the reporting date | $ | — | $ | 1.5 | $ | 8.8 | $ | (0.4) | $ | — | $ | 9.9 | |||||||||||||||||||||||
| Financial Assets | |||||||||||||||||||||||||||||||||||
| Six Months Ended June 30, 2021 | |||||||||||||||||||||||||||||||||||
| Investments of Consolidated Funds | |||||||||||||||||||||||||||||||||||
| Equity securities | Bonds | Loans | Investments in CLOs | Other investments(1) | Total | ||||||||||||||||||||||||||||||
| Balance, beginning of period | $ | 9.4 | $ | 550.4 | $ | 5,497.1 | $ | 489.4 | $ | 81.4 | $ | 6,627.7 | |||||||||||||||||||||||
Deconsolidation/consolidation of funds (1) | 2.4 | — | (176.2) | 26.1 | — | (147.7) | |||||||||||||||||||||||||||||
| Purchases | 0.5 | 363.9 | 2,316.9 | 62.1 | — | 2,743.4 | |||||||||||||||||||||||||||||
| Sales and distributions | (2.3) | (361.2) | (1,418.0) | (223.9) | (16.1) | (2,021.5) | |||||||||||||||||||||||||||||
| Settlements | — | (3.6) | (641.8) | — | — | (645.4) | |||||||||||||||||||||||||||||
| Realized and unrealized gains (losses), net | |||||||||||||||||||||||||||||||||||
| Included in earnings | 8.6 | 10.0 | 89.8 | (3.5) | 13.1 | 118.0 | |||||||||||||||||||||||||||||
| Included in other comprehensive income | (0.3) | (17.5) | (124.2) | 2.9 | — | (139.1) | |||||||||||||||||||||||||||||
| Balance, end of period | $ | 18.3 | $ | 542.0 | $ | 5,543.6 | $ | 353.1 | $ | 78.4 | $ | 6,535.4 | |||||||||||||||||||||||
| Changes in unrealized gains (losses) included in earnings related to financial assets still held at the reporting date | $ | 21.7 | $ | 7.0 | $ | 72.7 | $ | (3.9) | $ | 12.9 | $ | 110.4 | |||||||||||||||||||||||
| Changes in unrealized gains (losses) included in other comprehensive income related to financial assets still held at the reporting date | $ | (0.5) | $ | (13.0) | $ | (119.3) | $ | 2.9 | $ | — | $ | (129.9) | |||||||||||||||||||||||
(1) The beginning balance of Other Investments has been revised to reflect the exclusion of Fund Investments measured at fair value using the NAV per share practical expedient from the fair value hierarchy.
27
The Carlyle Group Inc.
Notes to the Condensed Consolidated Financial Statements
(Unaudited)
| Financial Liabilities | |||||||||||
| Loans Payable of Consolidated Funds | |||||||||||
| Three Months Ended June 30, | |||||||||||
| 2022 | 2021 | ||||||||||
| Balance, beginning of period | $ | 5,682.1 | $ | 5,440.7 | |||||||
| Consolidation of funds | — | (119.2) | |||||||||
| Borrowings | 462.9 | 728.2 | |||||||||
| Paydowns | (1.9) | (446.6) | |||||||||
| Sales | — | (277.7) | |||||||||
| Realized and unrealized (gains) losses, net | |||||||||||
| Included in earnings | (181.3) | 16.1 | |||||||||
| Included in other comprehensive income | (204.0) | 32.4 | |||||||||
| Balance, end of period | $ | 5,757.8 | $ | 5,373.9 | |||||||
| Changes in unrealized (gains) losses included in earnings related to financial liabilities still held at the reporting date | $ | (181.3) | $ | 26.6 | |||||||
| Changes in unrealized (gains) losses included in other comprehensive income related to financial liabilities still held at the reporting date | $ | 0.9 | $ | 18.1 | |||||||
| Financial Liabilities | |||||||||||
| Loans Payable of Consolidated Funds | |||||||||||
| Six Months Ended June 30, | |||||||||||
| 2022 | 2021 | ||||||||||
| Balance, beginning of period | $ | 5,811.0 | $ | 5,563.0 | |||||||
| Deconsolidation/consolidation of funds | — | (119.2) | |||||||||
| Borrowings | 1,571.3 | 833.6 | |||||||||
| Paydowns | (417.3) | (591.0) | |||||||||
| Sales | (669.5) | (277.7) | |||||||||
| Realized and unrealized (gains) losses, net | |||||||||||
| Included in earnings | (227.5) | 93.1 | |||||||||
| Included in other comprehensive income | (310.2) | (127.9) | |||||||||
| Balance, end of period | $ | 5,757.8 | $ | 5,373.9 | |||||||
| Changes in unrealized (gains) losses included in earnings related to financial liabilities still held at the reporting date | $ | (230.8) | $ | 106.8 | |||||||
| Changes in unrealized (gains) losses included in other comprehensive income related to financial liabilities still held at the reporting date | $ | 1.1 | $ | (142.3) | |||||||
Realized and unrealized gains and losses included in earnings for Level III investments for investments in CLOs and other investments are included in investment income (loss), and such gains and losses for investments of Consolidated Funds and loans payable of the Consolidated Funds are included in net investment gains (losses) of Consolidated Funds in the unaudited condensed consolidated statements of operations.
Gains and losses included in other comprehensive income for all Level III financial asset and liabilities are included in accumulated other comprehensive loss and non-controlling interests in consolidated entities.
28
The Carlyle Group Inc.
Notes to the Condensed Consolidated Financial Statements
(Unaudited)
The following table summarizes quantitative information about the Company’s Level III inputs as of June 30, 2022:
| Fair Value at | Valuation Technique(s) | Unobservable Input(s) | Range (Weighted Average) | ||||||||||||||||||||
| (Dollars in millions) | June 30, 2022 | ||||||||||||||||||||||
| Assets | |||||||||||||||||||||||
| Investments of Consolidated Funds: | |||||||||||||||||||||||
| Equity securities | $ | 12.4 | Consensus Pricing | Indicative Quotes ($ per share) | 0.00 - 9.00 (0.48) | ||||||||||||||||||
| Bonds | 669.8 | Consensus Pricing | Indicative Quotes (% of Par) | 73 - 125 (92) | |||||||||||||||||||
| Loans | 5,480.3 | Consensus Pricing | Indicative Quotes (% of Par) | 8 - 104 (94) | |||||||||||||||||||
| 29.8 | Discounted Cash Flow | Discount Rates | 6% - 10% (8%) | ||||||||||||||||||||
| 6.7 | Other (1) | N/A | N/A | ||||||||||||||||||||
| 6,199.0 | |||||||||||||||||||||||
| Investments in CLOs: | |||||||||||||||||||||||
| Senior secured notes | 440.1 | Consensus Pricing with Discounted Cash Flow | Indicative Quotes (% of Par) | 78 - 100 (95) | |||||||||||||||||||
| Discount Margins (Basis Points) | 140 - 1,700 (320) | ||||||||||||||||||||||
| Default Rates | 1% - 3% (2%) | ||||||||||||||||||||||
| Recovery Rates | 50% - 70% (60%) | ||||||||||||||||||||||
| Subordinated notes and preferred shares | 68.5 | Consensus Pricing with Discounted Cash Flow | Indicative Quotes (% of Par) | 31 - 67 (55) | |||||||||||||||||||
| Discount Rates | 15% - 25% (20%) | ||||||||||||||||||||||
| Default Rates | 1% - 3% (2%) | ||||||||||||||||||||||
| Recovery Rates | 50% - 70% (60%) | ||||||||||||||||||||||
| Other investments: | |||||||||||||||||||||||
| BDC preferred shares | 61.8 | Market Yield Analysis | Market Yield | 10% - 10% (10%) | |||||||||||||||||||
| Aviation subordinated notes | 3.3 | Discounted Cash Flow | Discount Rates | 21% - 21% (21%) | |||||||||||||||||||
| Total | $ | 6,772.7 | |||||||||||||||||||||
| Liabilities | |||||||||||||||||||||||
| Loans payable of Consolidated Funds: | |||||||||||||||||||||||
| Senior secured notes | $ | 5,485.3 | Other (2) | N/A | N/A | ||||||||||||||||||
| 41.7 | Other (1) | N/A | N/A | ||||||||||||||||||||
| Subordinated notes and preferred shares | 221.2 | Consensus Pricing with Discounted Cash Flow | Indicative Quotes (% of Par) | 26 - 103 (43) | |||||||||||||||||||
| Discount Rates | 15% - 25% (20%) | ||||||||||||||||||||||
| Default Rates | 1% - 3% (2%) | ||||||||||||||||||||||
| Recovery Rates | 50% - 70% (60%) | ||||||||||||||||||||||
| 9.6 | Other (1) | N/A | N/A | ||||||||||||||||||||
| Total | $ | 5,757.8 | |||||||||||||||||||||
(1) Fair value approximates transaction price that was in close proximity to the reporting date.
(2) Senior and subordinated notes issued by CLO vehicles are classified based on the more observable fair value of the CLO financial assets, less (i) the fair value of any beneficial interests held by the Company and (ii) the carrying value of any beneficial interests that represent compensation for services.
29
The Carlyle Group Inc.
Notes to the Condensed Consolidated Financial Statements
(Unaudited)
The following table summarizes quantitative information about the Company’s Level III inputs as of December 31, 2021:
| Fair Value at | Valuation Technique(s) | Unobservable Input(s) | Range (Weighted Average) | ||||||||||||||||||||
| (Dollars in millions) | December 31, 2021 | ||||||||||||||||||||||
| Assets | |||||||||||||||||||||||
| Investments of Consolidated Funds: | |||||||||||||||||||||||
| Equity securities | $ | 17.9 | Consensus Pricing | Indicative Quotes ($ per share) | 0.00 - 84.22 (0.63) | ||||||||||||||||||
| Bonds | 599.5 | Consensus Pricing | Indicative Quotes (% of Par) | 93 - 107 (99) | |||||||||||||||||||
| Loans | 5,766.0 | Consensus Pricing | Indicative Quotes (% of Par) | 35 - 106 (98) | |||||||||||||||||||
| 65.1 | Discounted Cash Flow | Discount Rates | 4% - 8% (5%) | ||||||||||||||||||||
| 67.0 | Market Yield Analysis | Market Yields | 3% - 8% (5%) | ||||||||||||||||||||
| 6,515.5 | |||||||||||||||||||||||
| Investments in CLOs: | |||||||||||||||||||||||
| Senior secured notes | 289.7 | Discounted Cash Flow with Consensus Pricing | Indicative Quotes (% of Par) | 86 - 101 (99) | |||||||||||||||||||
| Discount Margins (Basis Points) | 50 - 1,330 (245) | ||||||||||||||||||||||
| Default Rates | 1% - 2% (1%) | ||||||||||||||||||||||
| Recovery Rates | 50% - 70% (60%) | ||||||||||||||||||||||
| Subordinated notes and preferred shares | 71.5 | Discounted Cash Flow with Consensus Pricing | Indicative Quotes (% of Par) | 46 - 97 (63) | |||||||||||||||||||
| Discount Rate | 14% - 22% (19%) | ||||||||||||||||||||||
| Default Rates | 1% - 2% (1%) | ||||||||||||||||||||||
| Recovery Rates | 50% - 70% (60%) | ||||||||||||||||||||||
| Other investments: | |||||||||||||||||||||||
| BDC preferred shares | 72.5 | Market Yield Analysis | Market Yield | 7% - 7% (7%) | |||||||||||||||||||
| Aviation subordinated notes | 6.1 | Discounted Cash Flow | Discount Rates | 18% - 18% (18%) | |||||||||||||||||||
| Total | $ | 6,955.3 | |||||||||||||||||||||
| Liabilities | |||||||||||||||||||||||
| Loans payable of Consolidated Funds: | |||||||||||||||||||||||
| Senior secured notes | $ | 5,561.1 | Other (1) | N/A | N/A | ||||||||||||||||||
| Subordinated notes and preferred shares | 249.9 | Discounted Cash Flow with Consensus Pricing | Indicative Quotes (% of Par) | 40 - 97 (61) | |||||||||||||||||||
| Discount Rates | 14% - 22% (19%) | ||||||||||||||||||||||
| Default Rates | 1% - 2% (1%) | ||||||||||||||||||||||
| Recovery Rates | 50% - 70% (60%) | ||||||||||||||||||||||
| Total | $ | 5,811.0 | |||||||||||||||||||||
(1) Senior and subordinated notes issued by CLO vehicles are classified based on the more observable fair value of the CLO financial assets, less (i) the fair value of any beneficial interests held by the Company and (ii) the carrying value of any beneficial interests that represent compensation for services.
The significant unobservable inputs used in the fair value measurement of investments of the Company’s consolidated funds are indicative quotes. Significant decreases in indicative quotes in isolation would result in a significantly lower fair value measurement.
The significant unobservable inputs used in the fair value measurement of the Company’s investments in CLOs and other investments include indicative quotes, discount margins, discount rates, default rates, and recovery rates. Significant decreases in indicative quotes or recovery rates in isolation would result in a significantly lower fair value measurement. Significant increases in discount margins, discount rates or default rates in isolation would result in a significantly lower fair value measurement.
The significant unobservable inputs used in the fair value measurement of the Company’s loans payable of Consolidated Funds are indicative quotes, discount rates, default rates, and recovery rates. Significant increases in discount rates or default rates in isolation would result in a significantly lower fair value measurement. Significant decreases in indicative quotes or recovery rates in isolation would result in a significantly lower fair value measurement.
30
The Carlyle Group Inc.
Notes to the Condensed Consolidated Financial Statements
(Unaudited)
6. Investments
Investments consist of the following:
| As of | |||||||||||
| June 30, 2022 | December 31, 2021 | ||||||||||
| (Dollars in millions) | |||||||||||
| Accrued performance allocations | $ | 8,046.7 | $ | 8,133.0 | |||||||
| Principal equity method investments, excluding performance allocations | 2,758.7 | 2,128.6 | |||||||||
| Principal investments in CLOs | 508.6 | 361.1 | |||||||||
| Other investments | 196.3 | 209.3 | |||||||||
| Total | $ | 11,510.3 | $ | 10,832.0 | |||||||
Accrued Performance Allocations
The components of accrued performance allocations are as follows:
| As of | |||||||||||
| June 30, 2022 | December 31, 2021 | ||||||||||
| (Dollars in millions) | |||||||||||
| Global Private Equity | $ | 6,358.6 | $ | 6,412.8 | |||||||
| Global Credit | 256.2 | 300.3 | |||||||||
Global Investment Solutions (1) | 1,431.9 | 1,419.9 | |||||||||
| Total | $ | 8,046.7 | $ | 8,133.0 | |||||||
(1) The Company’s primary and secondary investments in external funds are generally valued based on its proportionate share of the net assets provided by the third party general partners of the underlying fund partnerships based on the most recent available information which typically has a lag of up to 90 days. As a result, amounts presented may not include the impact of economic activity in the current quarter.
Approximately 26% of accrued performance allocations at June 30, 2022 are related to Carlyle Partners VI, L.P. and Carlyle Partners VII, L.P., two of the Company’s Global Private Equity funds.
Approximately 25% of accrued performance allocations at December 31, 2021 are related to Carlyle Partners VI, L.P., one of the Company’s Global Private Equity funds.
Accrued performance allocations are shown gross of the Company’s accrued performance allocations and incentive fee-related compensation (see Note 9), and accrued giveback obligations, which are separately presented in the unaudited condensed consolidated balance sheets. The components of the accrued giveback obligations are as follows:
| As of | |||||||||||
| June 30, 2022 | December 31, 2021 | ||||||||||
| (Dollars in millions) | |||||||||||
| Global Private Equity | $ | (18.4) | $ | (18.4) | |||||||
| Global Credit | (22.5) | (11.8) | |||||||||
| Total | $ | (40.9) | $ | (30.2) | |||||||
31
The Carlyle Group Inc.
Notes to the Condensed Consolidated Financial Statements
(Unaudited)
Principal Equity Method Investments, Excluding Performance Allocations
The Company’s principal equity method investments (excluding performance allocations) include its fund investments in Global Private Equity, Global Credit, and Global Investment Solutions typically as general partner interests, and its strategic investments in Fortitude and iStar through Carlyle-affiliated funds (included within Global Credit) and NGP (included within Global Private Equity), which are not consolidated. Principal investments are related to the following segments:
| As of | |||||||||||
| June 30, 2022 | December 31, 2021 | ||||||||||
| (Dollars in millions) | |||||||||||
Global Private Equity (1) | $ | 1,763.5 | $ | 1,231.2 | |||||||
Global Credit (2) | 907.4 | 819.7 | |||||||||
| Global Investment Solutions | 87.8 | 77.7 | |||||||||
| Total | $ | 2,758.7 | $ | 2,128.6 | |||||||
(1) The balance includes $909.9 million and $436.9 million as of June 30, 2022 and December 31, 2021, respectively, related to the Company’s equity method investments in NGP.
(2) As of June 30, 2022, the balance includes $614.5 million and $187.8 million, respectively, related to the Company’s strategic investments in Fortitude and iStar through Carlyle-affiliated investment funds. As of December 31, 2021, the balance includes $715.7 million related to the Company’s strategic investment in Fortitude.
Strategic Investment in Fortitude
On November 13, 2018, the Company acquired a 19.9% interest in Fortitude Group Holdings, LLC (“Fortitude Holdings”), a wholly owned subsidiary of American International Group, Inc. (“AIG”) (“the Minority Transaction”), pursuant to a Membership Interest Purchase Agreement by and among the Company, AIG and Fortitude Holdings, dated as of July 31, 2018 (the “2018 MIPA”). Fortitude Holdings owns 100% of the outstanding common shares of Fortitude Reinsurance Company Ltd., a Bermuda domiciled reinsurer (“Fortitude Re”, f/k/a “DSA Re”) established to reinsure a portfolio of AIG’s legacy life, annuity and property and casualty liabilities.
The Company paid $381 million in cash at closing of the Minority Transaction (the “Initial Purchase Price”) and expects to pay up to $95 million in additional deferred consideration following December 31, 2023. In May 2020, the Initial Purchase Price was adjusted upward by $99.5 million in accordance with the 2018 MIPA as Fortitude Holdings chose not to distribute a planned non-pro rata dividend to AIG prior to May 13, 2020. The Company paid $79.6 million of such adjustment in May 2020 and will pay the remaining $19.9 million following December 31, 2023.
On June 2, 2020, Carlyle FRL, L.P. (“Carlyle FRL”), a Carlyle-affiliated investment fund, acquired a 51.6% ownership interest in Fortitude Holdings from AIG (the “Control Transaction”) and T&D United Capital Co., Ltd. (“T&D”), a subsidiary of T&D Holdings, Inc., purchased a 25.0% ownership interest as a strategic third-party investor pursuant to a Membership Interest Purchase Agreement by and among the Company, AIG, Carlyle FRL, and T&D, dated as of November 25, 2019 (the “2019 MIPA”). At closing, the Company contributed its existing 19.9% interest in Fortitude Holdings to Carlyle FRL, such that Carlyle FRL held a 71.5% interest in Fortitude Holdings. Taken together, Carlyle FRL and T&D had 96.5% ownership of Fortitude Holdings. On October 1, 2021, Carlyle FRL, T&D and AIG effected a restructuring of the ownership of Fortitude Holdings that interposed FGH Parent, L.P. (“FGH Parent”), as the direct parent company of Fortitude Holdings (the “Restructuring”). Each of Carlyle FRL, T&D and AIG contributed the entirety of their interest in Fortitude Holdings to FGH Parent in exchange for an equivalent ownership interest in FGH Parent. References to “Fortitude” prior to the Restructuring refer to Fortitude Holdings. For periods subsequent to the Restructuring, references to “Fortitude” refer to FGH Parent.
In March 2022, the Company raised $2.0 billion in third-party equity capital from certain investors in Carlyle FRL and T&D, and committed $100 million from the Company for additional equity capital in Fortitude. In May 2022, Fortitude called $1.1 billion of the capital raise, with the remainder expected to be called in the second half of 2022. In connection with the capital raise and subsequent funding, the Company’s indirect ownership of Fortitude decreased from 19.9% to 13.5%. As a result of the dilution, the Company recorded a reduction in the carrying value of its equity method investment and corresponding loss of $176.9 million. At the time the remaining capital is called by Fortitude, the Company’s indirect ownership is expected to further decrease to 10.5%, and the Company expects to record an additional reduction in the carrying value of its equity method investment and corresponding loss of approximately $116 million, based on the carrying value as of June 30, 2022, subject to change based on the timing of the dilution and changes in the carrying value of the investment. As of June 30, 2022, the carrying value of the Company’s investment in Carlyle FRL, which is an investment company that accounts
32
The Carlyle Group Inc.
Notes to the Condensed Consolidated Financial Statements
(Unaudited)
for its investment in Fortitude at fair value, was $614.5 million, relative to its cost of $389.4 million.
The Company has a strategic asset management relationship with Fortitude pursuant to which Fortitude committed to allocate assets in asset management strategies and vehicles of the Company and its affiliates. As of June 30, 2022, Fortitude Holdings and certain Fortitude reinsurance counterparties have committed approximately $9.0 billion of capital to-date to various Carlyle strategies. On April 1, 2022, the Company entered into a new strategic advisory services agreement with certain subsidiaries of Fortitude through a newly-formed investment advisor, Carlyle Insurance Solutions Management L.L.C. (“CISM”). Under the agreement, CISM provides Fortitude with certain services, including business development and growth, transaction origination and execution, and capital management services in exchange for a recurring management fee based on Fortitude’s general account assets, which adjusts within an agreed range based on Fortitude’s overall profitability. Third party investors who participated in the March 2022 capital raise also made a minority investment in CISM, which is reflected as a non-controlling interest in consolidated entities in the condensed consolidated financial statements.
Strategic Investment in NGP
The Company has equity interests in NGP Management, the general partners of certain carry funds advised by NGP, and principal investments in certain NGP funds. The Company does not control NGP and accounts for its investments in NGP under the equity method of accounting, and includes these investments in the Global Private Equity segment. These interests entitle the Company to an allocation of income equal to 55.0% of the management fee-related revenues of NGP Management which serves as the investment advisor to certain NGP funds as well as 47.5% of the performance allocations received by certain current and future NGP fund general partners.
The Company’s investments in NGP as of June 30, 2022 and December 31, 2021 are as follows:
| As of | |||||||||||
| June 30, 2022 | December 31, 2021 | ||||||||||
| (Dollars in millions) | |||||||||||
| Investment in NGP Management | $ | 370.9 | $ | 371.8 | |||||||
| Investments in NGP general partners - accrued performance allocations | 454.4 | 3.8 | |||||||||
| Principal investments in NGP funds | 84.6 | 61.3 | |||||||||
| Total investments in NGP | $ | 909.9 | $ | 436.9 | |||||||
Investment in NGP Management. The Company’s equity interests in NGP Management entitle the Company to an allocation of income equal to 55.0% of the management fee-related revenues of NGP Management, which serves as the investment advisor to the NGP Energy Funds. Management fees are generally calculated as 1.0% to 2.0% of the limited partners’ commitments during the fund’s investment period, and 0.5% to 2.0% based on the lower of cost or fair market value of invested capital following the expiration or termination of the investment period. Management fee-related revenues from NGP Management are primarily driven by NGP XII, NGP XI and NGP X during the three and six months ended June 30, 2022 and 2021.
The Company records investment income (loss) for its equity income allocation from NGP management fee-related revenues and also records its share of any allocated expenses from NGP Management, expenses associated with the compensatory elements of the strategic investment, and the amortization of the basis differences related to the definite-lived identifiable intangible assets of NGP Management. The net investment income (loss) recognized in the Company’s unaudited condensed consolidated statements of operations for the three and six months ended June 30, 2022 and 2021 were as follows:
33
The Carlyle Group Inc.
Notes to the Condensed Consolidated Financial Statements
(Unaudited)
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||
| 2022 | 2021 | 2022 | 2021 | ||||||||||||||||||||
| (Dollars in millions) | |||||||||||||||||||||||
| Management fee-related revenues from NGP Management | $ | 17.6 | $ | 18.4 | $ | 34.6 | $ | 36.7 | |||||||||||||||
| Expenses related to the investment in NGP Management | (2.6) | (2.3) | (5.4) | (5.2) | |||||||||||||||||||
| Amortization of basis differences from the investment in NGP Management | (0.4) | (0.7) | (0.7) | (1.4) | |||||||||||||||||||
| Net investment income from NGP Management | $ | 14.6 | $ | 15.4 | $ | 28.5 | $ | 30.1 | |||||||||||||||
The difference between the Company’s remaining carrying value of its investment and its share of the underlying net assets of the investee was $0.7 million and $1.4 million as of June 30, 2022 and December 31, 2021, respectively; these differences are amortized over a period of 10 years from the initial investment date. The Company assesses the remaining carrying value of its equity method investment for impairment whenever events or circumstances indicate that the carrying value may not be recoverable, and considers factors including, but not limited to, expected cash flows from its interest in future management fees and NGP’s ability to raise new funds.
Investment in the General Partners of NGP Carry Funds. The Company’s investment in the general partners of the NGP Carry Funds entitle it to 47.5% of the performance allocations received by certain current and future NGP fund general partners. The Company records its equity income allocation from NGP performance allocations in principal investment income (loss) from equity method investments rather than performance allocations in its unaudited condensed consolidated statements of operations. The Company recognized $200.2 million and $450.6 million of net investment earnings related to these performance allocations for the three and six months ended June 30, 2022, respectively, primarily driven by NGP XI and NGP XII. The Company recognized $1.1 million of net investment earnings related to these performance allocations for both the three and six months ended June 30, 2021.
Principal Investments in NGP Funds. The Company also holds principal investments in the NGP Carry Funds. The Company recognized net investment earnings (losses) of $15.4 million and $5.7 million for the three months ended June 30, 2022 and 2021, respectively, and $33.4 million and $11.7 million for the six months ended June 30, 2022 and 2021, respectively, related to these investments and which are included in principal investment income in its unaudited condensed consolidated statements of operations.
34
The Carlyle Group Inc.
Notes to the Condensed Consolidated Financial Statements
(Unaudited)
Principal Investments in CLOs and Other Investments
Principal investments in CLOs as of June 30, 2022 and December 31, 2021 were $508.6 million and $361.1 million, respectively, and consisted of investments in CLO senior and subordinated notes. In connection with the acquisition of the CBAM CLO management contracts in March 2022, the Company acquired investments in CLO senior and subordinated notes of $175.9 million (see Note 4). A portion of the Company’s principal investments in CLOs is collateral to CLO term loans (see Note 8). As of June 30, 2022 and December 31, 2021, other investments includes the Company’s investment in the BDC Preferred Shares at fair value of $61.8 million and $72.5 million, respectively (see Note 11).
Investment Income (Loss)
The components of investment income (loss) are as follows:
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||
| 2022 | 2021 | 2022 | 2021 | ||||||||||||||||||||
| (Dollars in millions) | |||||||||||||||||||||||
| Performance allocations | |||||||||||||||||||||||
| Realized | $ | 541.6 | $ | 456.6 | $ | 808.5 | $ | 627.5 | |||||||||||||||
| Unrealized | (203.7) | 1,624.1 | 239.6 | 3,239.3 | |||||||||||||||||||
| 337.9 | 2,080.7 | 1,048.1 | 3,866.8 | ||||||||||||||||||||
| Principal investment income (loss) from equity method investments (excluding performance allocations) | |||||||||||||||||||||||
| Realized | (69.1) | 46.6 | (36.3) | 87.8 | |||||||||||||||||||
| Unrealized | 160.9 | 85.3 | 456.2 | 208.9 | |||||||||||||||||||
| 91.8 | 131.9 | 419.9 | 296.7 | ||||||||||||||||||||
| Principal investment income (loss) from investments in CLOs and other investments | |||||||||||||||||||||||
| Realized | 0.9 | 0.4 | 3.2 | (0.5) | |||||||||||||||||||
| Unrealized | (36.0) | 5.4 | (46.8) | 20.6 | |||||||||||||||||||
| (35.1) | 5.8 | (43.6) | 20.1 | ||||||||||||||||||||
| Total | $ | 394.6 | $ | 2,218.4 | $ | 1,424.4 | $ | 4,183.6 | |||||||||||||||
The performance allocations included in revenues are derived from the following segments:
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||
| 2022 | 2021 | 2022 | 2021 | ||||||||||||||||||||
| (Dollars in millions) | |||||||||||||||||||||||
| Global Private Equity | $ | 211.3 | $ | 1,798.2 | $ | 869.2 | $ | 3,364.7 | |||||||||||||||
| Global Credit | 3.2 | 76.2 | (30.8) | 97.2 | |||||||||||||||||||
| Global Investment Solutions | 123.4 | 206.3 | 209.7 | 404.9 | |||||||||||||||||||
| Total | $ | 337.9 | $ | 2,080.7 | $ | 1,048.1 | $ | 3,866.8 | |||||||||||||||
Approximately 13%, or $42.8 million, of performance allocations for the three months ended June 30, 2022 are related to the following funds along with total revenue recognized (total revenue includes performance allocations, fund management fees, and principal investment income):
•Carlyle Europe Technology Partners IV, L.P. (Global Private Equity segment) - $133.5 million,
•Carlyle Power Partners II, L.P. (Global Private Equity segment) - $103.3 million,
•Carlyle Realty Partners VIII, L.P. (Global Private Equity segment) - $72.7 million,
•Carlyle Europe Partners V, L.P. (Global Private Equity segment) - $73.4 million,
•Carlyle Global Infrastructure Opportunity Partners I, L.P. (Global Private Equity segment) - $42.5 million,
35
The Carlyle Group Inc.
Notes to the Condensed Consolidated Financial Statements
(Unaudited)
•Carlyle International Energy Partners I, L.P. (Global Private Equity segment) - $48.1 million, and
•Carlyle Partners VI, L.P. (Global Private Equity segment) - $(361.8) million.
Approximately 18%, or $192.7 million, of performance allocations for the six months ended June 30, 2022 are related to the following funds along with total revenue recognized (total revenue includes performance allocations, fund management fees, and principal investment income):
•Carlyle Realty Partners VIII, L.P. (Global Private Equity segment) - $226.5 million,
•Carlyle Europe Technology Partners IV, L.P. (Global Private Equity segment) - $162.2 million,
•Carlyle Power Partners II, L.P. (Global Private Equity segment) - $135.0 million,
•Carlyle International Energy Partners I, L.P. (Global Private Equity segment) - $131.0 million, and
•Carlyle Partners VI, L.P. (Global Private Equity segment) - $(377.5) million.
Approximately 36%, or $740.6 million, of performance allocations for the three months ended June 30, 2021 are related to the following funds along with total revenue recognized (total revenue includes performance allocations, fund management fees, and principal investment income):
•Carlyle Partners VI, L.P. (Global Private Equity segment) - $573.8 million, and
•Carlyle US Equity Opportunities Fund II, L.P. (Global Private Equity segment) - $222.0 million.
Approximately 40%, or $1,545.8 million, of performance allocations for the six months ended June 30, 2021 are related to the following funds along with total revenue recognized (total revenue includes performance allocations, fund management fees, and principal investment income):
•Carlyle Partners VI, L.P. (Global Private Equity segment) - $1,150.2 million, and
•Carlyle Europe Partners IV, L.P. (Global Private Equity segment) - $509.0 million.
Carlyle’s income (loss) from its principal equity method investments consists of:
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||
| 2022 | 2021 | 2022 | 2021 | ||||||||||||||||||||
| (Dollars in millions) | |||||||||||||||||||||||
| Global Private Equity | $ | 245.9 | $ | 103.5 | $ | 574.1 | $ | 209.1 | |||||||||||||||
| Global Credit | (158.7) | 19.5 | (161.4) | 73.1 | |||||||||||||||||||
| Global Investment Solutions | 4.6 | 8.9 | 7.2 | 14.5 | |||||||||||||||||||
| Total | $ | 91.8 | $ | 131.9 | $ | 419.9 | $ | 296.7 | |||||||||||||||
Principal investment loss for Global Credit during the three and six months ended June 30, 2022 includes an investment loss of $176.9 million on the Company’s equity method investment in Carlyle FRL related to the dilution of the Company’s indirect ownership in Fortitude from 19.9% to 13.5%.
Investments of Consolidated Funds
The Company consolidates the financial positions and results of operations of certain CLOs in which it is the primary beneficiary. During the six months ended June 30, 2022, the Company did not form any new CLOs for which the Company is the primary beneficiary.
There were no individual investments with a fair value greater than five percent of the Company’s total assets for any period presented.
36
The Carlyle Group Inc.
Notes to the Condensed Consolidated Financial Statements
(Unaudited)
Interest and Other Income of Consolidated Funds
The components of interest and other income of Consolidated Funds are as follows:
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||
| 2022 | 2021 | 2022 | 2021 | ||||||||||||||||||||
| (Dollars in millions) | |||||||||||||||||||||||
| Interest income from investments | $ | 59.2 | $ | 56.6 | $ | 115.7 | $ | 113.5 | |||||||||||||||
| Other income | 4.0 | 5.5 | 9.2 | 9.7 | |||||||||||||||||||
| Total | $ | 63.2 | $ | 62.1 | $ | 124.9 | $ | 123.2 | |||||||||||||||
Net Investment Gains (Losses) of Consolidated Funds
Net investment gains (losses) of Consolidated Funds include net realized gains (losses) from sales of investments and unrealized gains (losses) resulting from changes in fair value of the Consolidated Funds’ investments. The components of net investment gains (losses) of Consolidated Funds are as follows:
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||
| 2022 | 2021 | 2022 | 2021 | ||||||||||||||||||||
| (Dollars in millions) | |||||||||||||||||||||||
| Gains (losses) from investments of Consolidated Funds | $ | (204.7) | $ | 13.5 | $ | (248.1) | $ | 102.8 | |||||||||||||||
| Gains (losses) from liabilities of CLOs | 181.2 | (16.1) | 227.4 | (93.1) | |||||||||||||||||||
| Total | $ | (23.5) | $ | (2.6) | $ | (20.7) | $ | 9.7 | |||||||||||||||
The following table presents realized and unrealized gains (losses) earned from investments of the Consolidated Funds:
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||
| 2022 | 2021 | 2022 | 2021 | ||||||||||||||||||||
| (Dollars in millions) | |||||||||||||||||||||||
| Realized gains (losses) | $ | (6.5) | $ | 12.5 | $ | (3.8) | $ | 17.2 | |||||||||||||||
| Net change in unrealized gains (losses) | (198.2) | 1.0 | (244.3) | 85.6 | |||||||||||||||||||
| Total | $ | (204.7) | $ | 13.5 | $ | (248.1) | $ | 102.8 | |||||||||||||||
7. Intangible Assets and Goodwill
The following table summarizes the carrying amount of intangible assets as of June 30, 2022 and December 31, 2021:
| As of | |||||||||||
| June 30, 2022 | December 31, 2021 | ||||||||||
| (Dollars in millions) | |||||||||||
| Acquired contractual rights | $ | 832.6 | $ | 48.0 | |||||||
| Accumulated amortization | (60.9) | (26.4) | |||||||||
| Finite-lived intangible assets, net | 771.7 | 21.6 | |||||||||
| Goodwill | 12.7 | 13.3 | |||||||||
| Intangible Assets, net | $ | 784.4 | $ | 34.9 | |||||||
As discussed in Note 3, the Company reviews its intangible assets for impairment whenever events or changes in circumstances indicate that the carrying amount of the asset may not be recoverable. No impairment losses were recorded during the three months ended June 30, 2022. During the six months ended June 30, 2022, the Company recorded an impairment charge of $4.0 million on certain acquired contractual rights related to Carlyle Aviation Partners as a result of impaired income streams from aircraft under lease in Russia. No impairment losses were recorded during the three and six months ended June 30, 2021.
37
The Carlyle Group Inc.
Notes to the Condensed Consolidated Financial Statements
(Unaudited)
Intangible asset amortization expense was $29.7 million and $3.3 million for the three months ended June 30, 2022 and 2021, respectively, and $38.6 million and $6.6 million for the six months ended June 30, 2022 and 2021, respectively, and is included in general, administrative, and other expenses in the unaudited condensed consolidated statements of operations. Certain intangible assets are held by entities of which the functional currency is not the U.S. dollar. Any corresponding currency translation is recorded in other comprehensive income.
The following table summarizes the expected amortization expense for 2022 through 2026 and thereafter (Dollars in millions):
| 2022 (excluding the six months ended June 30, 2022) | $ | 59.2 | |||
| 2023 | 116.3 | ||||
| 2024 | 116.3 | ||||
| 2025 | 116.3 | ||||
| 2026 | 116.3 | ||||
| Thereafter | 247.3 | ||||
| $ | 771.7 | ||||
8. Borrowings
The Company borrows and enters into credit agreements for its general operating and investment purposes. The Company’s debt obligations consist of the following:
| June 30, 2022 | December 31, 2021 | ||||||||||||||||||||||
| Borrowing Outstanding | Carrying Value | Borrowing Outstanding | Carrying Value | ||||||||||||||||||||
| (Dollars in millions) | |||||||||||||||||||||||
CLO Borrowings (See below) | $ | 389.7 | $ | 386.0 | $ | 222.6 | $ | 219.0 | |||||||||||||||
5.625% Senior Notes Due 3/30/2043 | 600.0 | 600.6 | 600.0 | 600.6 | |||||||||||||||||||
5.650% Senior Notes Due 9/15/2048 | 350.0 | 346.2 | 350.0 | 346.1 | |||||||||||||||||||
3.500% Senior Notes Due 9/19/2029 | 425.0 | 421.8 | 425.0 | 421.6 | |||||||||||||||||||
4.625% Subordinated Notes Due 5/15/2061 | 500.0 | 484.5 | 500.0 | 484.3 | |||||||||||||||||||
| Total debt obligations | $ | 2,264.7 | $ | 2,239.1 | $ | 2,097.6 | $ | 2,071.6 | |||||||||||||||
Senior Credit Facility
As of June 30, 2022, the senior credit facility, which was amended on April 29, 2022, included $1.0 billion in a revolving credit facility. The revolving credit facility is scheduled to mature on April 29, 2027, and principal amounts outstanding under the revolving credit facility accrue interest, at the option of the borrowers, either (a) at an alternate base rate plus an applicable margin not to exceed 0.50%, or (b) at SOFR (or similar benchmark for non-U.S. dollar borrowings) plus a 0.10% adjustment and an applicable margin not to exceed 1.50% (at June 30, 2022, the interest rate was 2.79%). Prior to the April 2022 amendment, the size of the revolving credit facility was $775.0 million, which was scheduled to mature February 11, 2024, and accrued interest either (a) at an alternate base rate plus an applicable margin not to exceed 0.50%, or (b) at LIBOR plus an applicable margin not to exceed 1.50%. The Company made no borrowings under the senior credit facility during the three and six months ended June 30, 2022 and there were no amounts outstanding at June 30, 2022.
Global Credit Revolving Credit Facility
On December 17, 2018, certain subsidiaries of the Company established a revolving line of credit, primarily intended to support certain lending activities within the Global Credit segment. The credit facility, which was amended in December 2019, December 2020 and September 2021, is scheduled to mature in September 2024, and has capacity of $250.0 million. Principal amounts outstanding under the facility accrue interest, at the option of the borrowers, either (a) at an alternate base rate plus an applicable margin not to exceed 1.00%, or (b) at the Eurocurrency rate plus an applicable margin, not to exceed 2.00%. The Company made no borrowings under the credit facility during the three and six months ended June 30, 2022, and there was no balance outstanding as of June 30, 2022.
38
The Carlyle Group Inc.
Notes to the Condensed Consolidated Financial Statements
(Unaudited)
CLO Borrowings
For certain of the Company’s CLOs, the Company finances a portion of its investment in the CLOs through the proceeds received from term loans and other financing arrangements with financial institutions. The Company’s outstanding CLO borrowings consist of the following (Dollars in millions):
| Formation Date | Borrowing Outstanding June 30, 2022 | Borrowing Outstanding December 31, 2021 | Maturity Date (1) | Interest Rate as of June 30, 2022 | |||||||||||||||||||||||||||||||
| February 28, 2017 | $ | 37.9 | $ | 51.3 | November 17, 2031 | 2.33% | (2) | ||||||||||||||||||||||||||||
| June 29, 2017 | 54.8 | — | July 20, 2030 | 2.63% | (4),(7) | ||||||||||||||||||||||||||||||
| December 6, 2017 | 43.8 | — | January 15, 2031 | 2.41% | (5),(7) | ||||||||||||||||||||||||||||||
| March 15, 2019 | 1.7 | 1.9 | March 15, 2032 | 8.11% | (3) | ||||||||||||||||||||||||||||||
| August 20, 2019 | 3.8 | 4.1 | August 15, 2032 | 4.74% | (3) | ||||||||||||||||||||||||||||||
| September 15, 2020 | 18.6 | 20.3 | April 15, 2033 | 1.59% | (3) | ||||||||||||||||||||||||||||||
| January 8, 2021 | 19.6 | 21.3 | January 15, 2034 | 2.49% | (3) | ||||||||||||||||||||||||||||||
| March 9, 2021 | 18.7 | 20.3 | August 15, 2030 | 1.37% | (3) | ||||||||||||||||||||||||||||||
| March 30, 2021 | 17.6 | 19.1 | March 15, 2032 | 1.71% | (3) | ||||||||||||||||||||||||||||||
| April 21, 2021 | 3.4 | 3.7 | April 15, 2033 | 5.85% | (3) | ||||||||||||||||||||||||||||||
| April 28, 2021 | 8.3 | — | April 28, 2023 | 1.35% | (6),(7) | ||||||||||||||||||||||||||||||
| May 21, 2021 | 14.7 | 15.9 | November 17, 2031 | 1.36% | (3) | ||||||||||||||||||||||||||||||
| June 4, 2021 | 19.6 | 21.3 | January 16, 2034 | 2.28% | (3) | ||||||||||||||||||||||||||||||
| June 10, 2021 | 1.3 | 1.4 | November 17, 2031 | 2.85% | (3) | ||||||||||||||||||||||||||||||
| July 15, 2021 | 14.7 | — | July 15, 2034 | 2.30% | (3),(7) | ||||||||||||||||||||||||||||||
| July 20, 2021 | 19.5 | — | July 20, 2031 | 2.28% | (3),(7) | ||||||||||||||||||||||||||||||
| August 4, 2021 | 15.8 | 17.2 | August 15, 2032 | 1.98% | (3) | ||||||||||||||||||||||||||||||
| October 27, 2021 | 22.9 | 24.8 | October 15, 2035 | 2.40% | (3) | ||||||||||||||||||||||||||||||
| November 5, 2021 | 13.6 | — | January 14, 2034 | 2.09% | (3),(7) | ||||||||||||||||||||||||||||||
| January 6, 2022 | 19.7 | — | February 15, 2035 | 2.38% | (3) | ||||||||||||||||||||||||||||||
| February 22, 2022 | 19.7 | — | November 10, 2035 | 2.45% | (3) | ||||||||||||||||||||||||||||||
| $ | 389.7 | $ | 222.6 | ||||||||||||||||||||||||||||||||
(1) Maturity date is earlier of date indicated or the date that the CLO is dissolved.
(2) Outstanding borrowing of €36.1 million; incurs interest at EURIBOR plus applicable margins as defined in the agreement.
(3) Incurs interest at the average effective interest rate of each class of purchased securities plus 0.50% spread percentage.
(4) Incurs interest at LIBOR plus 1.57%.
(5) Incurs interest at LIBOR plus 1.37%.
(6) Incurs interest at EURIBOR plus 1.35%.
(7) The respective CLO assets were purchased in connection with the asset acquisition from CBAM in March 2022 (see Note 4). The formation date listed is the original formation date of the related CLO.
The CLO term loans are secured by the Company’s investments in the respective CLO, have a general unsecured interest in the Carlyle entity that manages the CLO, and generally do not have recourse to any other Carlyle entity. Interest expense for the three months ended June 30, 2022 and 2021 was $2.3 million and $1.2 million, respectively. Interest expense for the six months ended June 30, 2022 and 2021 was $4.0 million and $3.2 million, respectively.The fair value of the outstanding balance of the CLO term loans at June 30, 2022 approximated par value based on current market rates for similar debt instruments. These CLO term loans are classified as Level III within the fair value hierarchy.
European CLO Financing - February 28, 2017
On February 28, 2017, a subsidiary of the Company entered into a financing agreement with several financial institutions under which these financial institutions have provided a €36.1 million term loan ($37.9 million at June 30, 2022) to the Company. This term loan is secured by the Company’s investments in the retained notes in certain European CLOs that were
39
The Carlyle Group Inc.
Notes to the Condensed Consolidated Financial Statements
(Unaudited)
formed in 2014 and 2015. This term loan will mature on the earlier of November 17, 2031 or the date that the certain European CLO retained notes have been redeemed. The Company may prepay the term loan in whole or in part at any time. Interest on this term loan accrues at EURIBOR plus applicable margins (2.33% at June 30, 2022).
Master Credit Agreements - Term Loans
In January 2017, the Company entered into a master credit agreement with a financial institution under which the financial institution provided term loans to the Company for the purchase of eligible interests in CLOs. Term loans issued under this master credit agreement were secured by the Company’s investment in the respective CLO as well as any senior management fee and subordinated management fee payable by each CLO. Term loans bore interest at LIBOR plus a weighted average spread over LIBOR on the CLO notes and an applicable margin, which was due quarterly. CLO indentures for the respective CLO borrowings entered on November 30, 2017 and after provided for an alternative rate framework determined at the Company’s discretion upon a trigger event of LIBOR. This agreement terminated in January 2020. All outstanding CLO term loans under this agreement were fully repaid in 2021.
The Company assumed liabilities under master credit agreements previously entered into by CBAM under which a financial institution provided term loans to CBAM for the purchase of eligible interests in CLOs (see Note 4). Term loans issued under these master credit agreements are secured by the Company’s investment in the respective CLO as well as any senior management fee and subordinated management fee payable by each CLO. Term loans bear interest at LIBOR plus a weighted average spread over LIBOR on the CLO notes, which is due quarterly. As of June 30, 2022, term loans under these agreements had $98.6 million outstanding. The master credit agreements mature in July 2030 and January 2031, respectively.
CLO Repurchase Agreements
On February 5, 2019, the Company entered into a master credit facility agreement (the “Carlyle CLO Financing Facility”) to finance a portion of the risk retention investments in certain European CLOs managed by the Company. The maximum facility amount is €100.0 million, but may be expanded on such terms agreed upon by the Company and the counterparty subject to the terms and conditions of the Carlyle CLO Financing Facility. Each transaction entered into under the Carlyle CLO Financing Facility will bear interest at a rate based on the weighted average effective interest rate of each class of securities that have been sold plus a spread to be agreed upon by the parties. As of June 30, 2022, €188.0 million ($197.0 million) was outstanding under the Carlyle CLO Financing Facility.
The Company assumed liabilities under a master credit facility agreement previously entered into by CBAM (the “CBAM CLO Financing Facility”, together with the Carlyle CLO Financing Facility, the “CLO Financing Facilities”) to finance a portion of the risk retention investments in certain European CLOs managed by CBAM (see Note 4). The maximum facility amount is €100.0 million, but may be expanded on such terms agreed upon by the Company and the counterparty subject to the terms and conditions of the CBAM CLO Financing Facility. Each transaction entered into under the CBAM CLO Financing Facility will bear interest at a rate based on the weighted average effective interest rate of each class of securities that have been sold plus a spread to be agreed upon by the parties. As of June 30, 2022, €45.6 million ($47.8 million) was outstanding under the CBAM CLO Financing Facility.
Each transaction entered into under the CLO Financing Facilities provides for payment netting and, in the case of a default or similar event with respect to the counterparty to the CLO Financing Facilities, provides for netting across transactions. Generally, upon a counterparty default, the Company can terminate all transactions under the CLO Financing Facilities and offset amounts it owes in respect of any one transaction against collateral, if any, or other amounts it has received in respect of any other transactions under the CLO Financing Facilities; provided, however, that in the case of certain defaults, the Company may only be able to terminate and offset solely with respect to the transaction affected by the default. During the term of a transaction entered into under the CLO Financing Facilities, the Company will deliver cash or additional securities acceptable to the counterparty if the securities sold are in default. Upon termination of a transaction, the Company will repurchase the previously sold securities from the counterparty at a previously determined repurchase price. The CLO Financing Facilities may be terminated at any time upon certain defaults or circumstances agreed upon by the parties.
The repurchase agreements may result in credit exposure in the event the counterparty to the transaction is unable to fulfill its contractual obligations. The Company minimizes the credit risk associated with these activities by monitoring counterparty credit exposure and collateral values. Other than margin requirements, the Company is not subject to additional terms or contingencies which would expose the Company to additional obligations based upon the performance of the securities pledged as collateral.
40
The Carlyle Group Inc.
Notes to the Condensed Consolidated Financial Statements
(Unaudited)
Senior Notes
Certain indirect subsidiaries of the Company have issued long term borrowings in the form of senior notes, on which interest is payable semi-annually in arrears. The following table provides information regarding these senior notes (Dollars in millions):
| Interest Expense | |||||||||||||||||||||||||||||||||||||||||
Fair Value (1) As of | Three Months Ended June 30, | Six Months Ended June 30, | |||||||||||||||||||||||||||||||||||||||
| Aggregate Principal Amount | June 30, 2022 | December 31, 2021 | 2022 | 2021 | 2022 | 2021 | |||||||||||||||||||||||||||||||||||
3.875% Senior Notes Due 2/1/2023 (2) | $ | — | $ | — | $ | — | $ | — | $ | 2.5 | $ | — | $ | 5.0 | |||||||||||||||||||||||||||
5.625% Senior Notes Due 3/30/2043 (3) | 600.0 | 581.9 | 795.5 | 8.4 | 8.4 | 16.9 | 16.9 | ||||||||||||||||||||||||||||||||||
5.650% Senior Notes Due 9/15/2048 (4) | 350.0 | 346.4 | 484.7 | 5.0 | 5.0 | 9.9 | 9.9 | ||||||||||||||||||||||||||||||||||
3.500% Senior Notes Due 9/19/2029 (5) | 425.0 | 390.3 | 457.4 | 3.8 | 3.8 | 7.6 | 7.6 | ||||||||||||||||||||||||||||||||||
| $ | 17.2 | $ | 19.7 | $ | 34.4 | $ | 39.4 | ||||||||||||||||||||||||||||||||||
(1) Including accrued interest. Fair value is based on indicative quotes and the notes are classified as Level II within the fair value hierarchy.
(2) Issued in January 2013 at 99.966% of par. In November 2021, the Company completed the redemption of these notes, as discussed below.
(3) Issued $400.0 million in aggregate principal at 99.583% of par in March 2013. An additional $200.0 million in aggregate principal was issued at 104.315% of par in March 2014, and is treated as a single class with the outstanding $400.0 million in senior notes previously issued.
(4) Issued in September 2018 at 99.914% of par.
(5) Issued in September 2019 at 99.841% of par.
The issuers may redeem the senior notes, in whole at any time or in part from time to time, at a price equal to the greater of (i) 100% of the principal amount of the notes being redeemed and (ii) the sum of the present values of the remaining scheduled payments of principal and interest on any notes being redeemed discounted to the redemption date on a semiannual basis at the Treasury Rate plus 40 basis points (30 basis points in the case of the 3.875% and 3.500% senior notes), plus in each case accrued and unpaid interest on the principal amounts being redeemed. In November 2021, the Company redeemed the remaining aggregate principal amount of $250.0 million in 3.875% Senior Notes at the make-whole redemption price as set forth in the notes, and recognized $10.1 million of costs in interest expense upon early extinguishment of debt.
Subordinated Notes
In May 2021, an indirect subsidiary of the Company issued $435.0 million aggregate principal amount of 4.625% Subordinated Notes due May 15, 2061 (the “Subordinated Notes”), on which interest is payable quarterly accruing from May 11, 2021. In June 2021, an additional $65.0 million aggregate principal amount of these Subordinated Notes were issued and are treated as a single series with the already outstanding $435.0 million aggregate principal amount. The Subordinated Notes are unsecured and subordinated obligations of the issuer, and are fully and unconditionally guaranteed (the “Guarantees”), jointly and severally, on a subordinated basis, by the Company, each of the Carlyle Holdings partnerships, and CG Subsidiary Holdings L.L.C., an indirect subsidiary of the Company (collectively, the “Guarantors”). The Consolidated Funds are not guarantors, and as such, the assets of the Consolidated Funds are not available to service the Subordinated Notes under the Guarantee. The Subordinated Notes may be redeemed at the issuer’s option in whole at any time or in part from time to time on or after June 15, 2026 at a redemption price equal to their principal amount plus any accrued and unpaid interest to, but excluding, the date of redemption. If interest due on the Subordinated Notes is deemed no longer to be deductible in the U.S., a “Tax Redemption Event”, the Subordinated Notes may be redeemed, in whole, but not in part, within 120 days of the occurrence of such event at a redemption price equal to their principal amount plus accrued and unpaid interest to, but excluding, the date of redemption. In addition, the Subordinated Notes may be redeemed, in whole, but not in part, at any time prior to May 15, 2026, within 90 days of the rating agencies determining that the Subordinated Notes should no longer receive partial equity treatment pursuant to the rating agency’s criteria, a “rating agency event”, at a redemption price equal to 102% of their principal amount plus any accrued and unpaid interest to, but excluding, the date of redemption.
41
The Carlyle Group Inc.
Notes to the Condensed Consolidated Financial Statements
(Unaudited)
As of June 30, 2022 and December 31, 2021, the fair value of the Subordinated Notes was $362.4 million and $506.0 million, respectively. Fair value is based on active market quotes and the notes are classified as Level I within the fair value hierarchy. For the three and six months ended June 30, 2022, the Company incurred $5.9 million and $11.8 million, respectively, of interest expense on the Subordinated Notes. For the period from May 11, 2021 through June 30, 2021, the Company incurred $3.3 million of interest expense on the Subordinated Notes.
Debt Covenants
The Company is subject to various financial covenants under its loan agreements including, among other items, maintenance of a minimum amount of management fee-earning assets. The Company is also subject to various non-financial covenants under its loan agreements and the indentures governing its senior and subordinated notes. The Company was in compliance with all financial and non-financial covenants under its various loan agreements as of June 30, 2022.
Loans Payable of Consolidated Funds
Loans payable of Consolidated Funds primarily represent amounts due to holders of debt securities issued by the CLOs. Several of the CLOs issued preferred shares representing the most subordinated interest, however these tranches are mandatorily redeemable upon the maturity dates of the senior secured loans payable, and as a result have been classified as liabilities and are included in loans payable of Consolidated Funds in the unaudited condensed consolidated balance sheets.
As of June 30, 2022 and December 31, 2021, the following borrowings were outstanding, which includes preferred shares classified as liabilities (Dollars in millions):
| As of June 30, 2022 | |||||||||||||||||||||||||||||
| Borrowing Outstanding | Fair Value | Weighted Average Interest Rate | Weighted Average Remaining Maturity in Years | ||||||||||||||||||||||||||
| Senior secured notes | $ | 5,715.2 | $ | 5,527.0 | 1.99 | % | 9.99 | ||||||||||||||||||||||
| Subordinated notes, preferred shares and other | 119.8 | 230.8 | N/A | (1) | 10.20 | ||||||||||||||||||||||||
| Total | $ | 5,835.0 | $ | 5,757.8 | |||||||||||||||||||||||||
| As of December 31, 2021 | |||||||||||||||||||||||||||||
| Borrowing Outstanding | Fair Value | Weighted Average Interest Rate | Weighted Average Remaining Maturity in Years | ||||||||||||||||||||||||||
| Senior secured notes | $ | 5,585.4 | $ | 5,561.1 | 1.68 | % | 10.25 | ||||||||||||||||||||||
| Subordinated notes, preferred shares and other | 317.6 | 249.9 | N/A | (1) | 10.41 | ||||||||||||||||||||||||
| Total | $ | 5,903.0 | $ | 5,811.0 | |||||||||||||||||||||||||
(1)The subordinated notes and preferred shares do not have contractual interest rates, but instead receive distributions from the excess cash flows of the CLOs.
Loans payable of the CLOs are collateralized by the assets held by the CLOs and the assets of one CLO may not be used to satisfy the liabilities of another. This collateral consisted of cash and cash equivalents, corporate loans, corporate bonds and other securities. As of June 30, 2022 and December 31, 2021, the fair value of the CLO assets was $6.4 billion and $6.7 billion, respectively.
42
The Carlyle Group Inc.
Notes to the Condensed Consolidated Financial Statements
(Unaudited)
9. Accrued Compensation and Benefits
Accrued compensation and benefits consist of the following:
| As of | |||||||||||
| June 30, 2022 | December 31, 2021 | ||||||||||
| (Dollars in millions) | |||||||||||
| Accrued performance allocations and incentive fee related compensation | $ | 4,074.3 | $ | 4,087.8 | |||||||
| Accrued bonuses | 264.5 | 521.4 | |||||||||
Employment-based contingent cash consideration (1) | 40.2 | 6.3 | |||||||||
Accrued pension liability (2) | 33.6 | 27.4 | |||||||||
Other (3) | 139.2 | 312.1 | |||||||||
| Total | $ | 4,551.8 | $ | 4,955.0 | |||||||
(1) The acquisition of the Carlyle Aviation Partners, Ltd. (“Carlyle Aviation Partners”, formerly known as Apollo Aviation Group) in December 2018 included an earn-out of up to $150.0 million that is payable upon the achievement of certain revenue and earnings performance targets during 2020 through 2025, which is accounted for as compensation expense. See Note 3 to the consolidated financial statements included in the Company’s 2018 Annual Report on Form 10-K for additional information on the Carlyle Aviation Partners acquisition.
(2) Certain employees of AlpInvest are covered by defined benefit pension plans sponsored by AlpInvest. No other employees of the Company are covered by defined benefit pension plans.
(3) Includes $39.1 million and $207.0 million of realized performance allocations and incentive fee-related compensation not yet paid to participants as of June 30, 2022 and December 31, 2021, respectively.
The following table presents realized and unrealized performance allocations and incentive fee related compensation:
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||
| 2022 | 2021 | 2022 | 2021 | ||||||||||||||||||||
| (Dollars in millions) | |||||||||||||||||||||||
| Realized | $ | 262.1 | $ | 218.6 | $ | 399.7 | $ | 311.3 | |||||||||||||||
| Unrealized | (55.1) | 775.4 | 178.0 | 1,549.3 | |||||||||||||||||||
| Total | $ | 207.0 | $ | 994.0 | $ | 577.7 | $ | 1,860.6 | |||||||||||||||
10. Commitments and Contingencies
Capital Commitments
The Company and its unconsolidated affiliates have unfunded commitments to entities within the following segments as of June 30, 2022 (Dollars in millions):
| Unfunded Commitments | |||||
| Global Private Equity | $ | 3,571.7 | |||
| Global Credit | 412.0 | ||||
| Global Investment Solutions | 228.7 | ||||
| Total | $ | 4,212.4 | |||
Of the $4.2 billion of unfunded commitments, approximately $3.5 billion is subscribed individually by senior Carlyle professionals, advisors and other professionals, with the balance funded directly by the Company. In addition to these unfunded commitments, the Company may from time to time exercise its right to purchase additional interests in its investment funds that become available in the ordinary course of their operations.
Under the Carlyle Global Capital Markets platform, certain subsidiaries of the Company may act as an underwriter, syndicator or placement agent for security offerings and loan originations. The Company earns fees in connection with these activities and bears the risk of the sale of such securities and placement of such loans, which may be longer dated. As of June 30, 2022, the Company had $158.6 million in unfunded commitments related to the origination and syndication of loans and securities under the Carlyle Global Capital Markets platform.
43
The Carlyle Group Inc.
Notes to the Condensed Consolidated Financial Statements
(Unaudited)
In July 2022, a subsidiary of the Company committed and substantially funded $307.0 million to bridge investment activity in certain funds which are actively fundraising in the Company’s Global Private Equity segment.
Guaranteed Loans
From time to time, the Company or its subsidiaries may enter into agreements to guarantee certain obligations of the investment funds related to, for example, credit facilities or equity commitments. Certain consolidated subsidiaries of the Company are the guarantors of revolving credit facilities for certain funds in the Global Investment Solutions segment. The guarantee is limited to the lesser of the total amount drawn under the credit facilities or the net asset value of the guarantor subsidiaries, which was approximately $15.9 million as of June 30, 2022. The outstanding balances are secured by uncalled capital commitments from the underlying funds and the Company believes the likelihood of any material funding under this guarantee to be remote.
Contingent Obligations (Giveback)
A liability for potential repayment of previously received performance allocations of $40.9 million at June 30, 2022 is shown as accrued giveback obligations in the unaudited condensed consolidated balance sheets, representing the giveback obligation that would need to be paid if the funds were liquidated at their current fair values at June 30, 2022. However, the ultimate giveback obligation, if any, generally is not paid until the end of a fund’s life or earlier if the giveback becomes fixed and early payment is agreed upon by the fund’s partners (see Note 3). The Company had $10.4 million of unbilled receivables from former and current employees and senior Carlyle professionals as of June 30, 2022 related to giveback obligations. Any such receivables are collateralized by investments made by individual senior Carlyle professionals and employees in Carlyle-sponsored funds. In addition, $143.1 million have been withheld from distributions of carried interest to senior Carlyle professionals and employees for potential giveback obligations as of June 30, 2022. Such amounts are held on behalf of the respective current and former Carlyle employees to satisfy any givebacks they may owe and are held by entities not included in the accompanying condensed consolidated balance sheets. Current and former senior Carlyle professionals and employees are personally responsible for their giveback obligations. As of June 30, 2022, approximately $18.9 million of the Company’s accrued giveback obligation is the responsibility of various current and former senior Carlyle professionals and other former limited partners of the Carlyle Holdings partnerships, and the net accrued giveback obligation attributable to the Company is $22.0 million.
If, at June 30, 2022, all of the investments held by the Company’s Funds were deemed worthless, a possibility that management views as remote, the amount of realized and distributed carried interest subject to potential giveback would be $1.3 billion, on an after-tax basis where applicable, of which approximately $0.6 billion would be the responsibility of current and former senior Carlyle professionals.
Leases
The Company’s leases primarily consist of operating leases for office space in various countries around the world, including its largest offices in Washington, D.C., New York City, London and Hong Kong. These leases have remaining lease terms of one year to 15 years, some of which include options to extend for up to five years and some of which include an option to terminate the leases within one year. The Company also has operating leases for office equipment and vehicles, which are not significant.
The Company assesses its lease right-of-use assets for impairment consistent with its impairment assessment of other long-lived assets. In connection with the April 1, 2021 sale of Metropolitan Real Estate, the Company entered into a sublease agreement for a portion of its existing office space in New York. As a result of the sublease transaction, the Company recorded a lease impairment charge of $26.8 million, which was the excess of the carrying value of the associated lease right-of-use asset over its estimated fair value. The Company estimated the fair value using discounted cash flows from the estimated net sublease rental income. The impairment charge is included in general, administrative, and other expenses in the condensed consolidated statements of operations during the three and six months ended June 30, 2021.
44
The Carlyle Group Inc.
Notes to the Condensed Consolidated Financial Statements
(Unaudited)
The following table summarizes the Company’s lease cost, cash flows and other supplemental information related to its operating leases (Dollars in millions):
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||
| 2022 | 2021 | 2022 | 2021 | ||||||||||||||||||||
| Operating lease cost | $ | 14.0 | $ | 13.5 | $ | 28.0 | $ | 27.5 | |||||||||||||||
| Sublease income | (1.4) | (0.5) | (2.9) | (1.2) | |||||||||||||||||||
| Total operating lease cost | $ | 12.6 | $ | 13.0 | $ | 25.1 | $ | 26.3 | |||||||||||||||
| Cash paid for amounts included in the measurement of operating lease liabilities | $ | 16.0 | $ | 11.4 | $ | 32.0 | $ | 22.7 | |||||||||||||||
| Weighted-average remaining lease term | 11.6 years | 12.2 years | |||||||||||||||||||||
| Weighted-average discount rate | 4.1 | % | 4.2 | % | |||||||||||||||||||
Maturities of lease liabilities related to operating leases were as follows (Dollars in millions):
| Year ending December 31, | |||||
| 2022 (excluding the six months ended June 30, 2022) | $ | 32.1 | |||
| 2023 | 62.4 | ||||
| 2024 | 58.0 | ||||
| 2025 | 55.3 | ||||
| 2026 | 53.2 | ||||
| Thereafter | 377.0 | ||||
| Total lease payments | $ | 638.0 | |||
| Less payments for leases that have not yet commenced | (0.7) | ||||
| Less imputed interest | (126.6) | ||||
| Total lease liabilities | $ | 510.7 | |||
Legal Matters
In the ordinary course of business, the Company is a party to litigation, investigations, inquiries, employment-related matters, disputes and other potential claims. Certain of these matters are described below. The Company is not currently able to estimate the reasonably possible amount of loss or range of loss, in excess of any amounts accrued, for the matters that have not been resolved. The Company does not believe it is probable that the outcome of any existing litigation, investigations, disputes or other potential claims will materially affect the Company or these financial statements in excess of amounts accrued. The Company believes that the matters described below are without merit.
Along with many other companies and individuals in the financial sector, the Company and Carlyle Mezzanine Partners, L.P. (“CMP”) are named as defendants in Foy v. Austin Capital, a case filed in June 2009 in state court in New Mexico, which purports to be a qui tam suit on behalf of the State of New Mexico under the state Fraud Against Taxpayers Act (“FATA”). The Court dismissed the lawsuit in September 2017, and the Court of appeals affirmed the dismissal in 2020. The qui tam plaintiffs have died, and their attorney was disbarred in New Mexico. Various procedural motions continue in efforts to bring the case to a close.
The Company currently is and expects to continue to be, from time to time, subject to examinations, formal and informal inquiries and investigations by various U.S. and non-U.S. governmental and regulatory agencies, including but not limited to, the SEC, Department of Justice, state attorneys general, FINRA, National Futures Association and the U.K. Financial Conduct Authority. The Company routinely cooperates with such examinations, inquiries and investigations, and they may result in the commencement of civil, criminal, or administrative or other proceedings against the Company or its personnel.
It is not possible to predict the ultimate outcome of all pending investigations and legal proceedings and employment-related matters, and some of the matters discussed above involve claims for potentially large and/or indeterminate amounts of
45
The Carlyle Group Inc.
Notes to the Condensed Consolidated Financial Statements
(Unaudited)
damages. Based on information known by management, management does not believe that as of the date of this filing the final resolutions of the matters above will have a material effect upon the Company’s unaudited condensed consolidated financial statements. However, given the potentially large and/or indeterminate amounts of damages sought in certain of these matters and the inherent unpredictability of investigations and litigations, it is possible that an adverse outcome in certain matters could, from time to time, have a material effect on the Company’s financial results in any particular period.
The Company accrues an estimated loss contingency liability when it is probable that such a liability has been incurred and the amount of the loss can be reasonably estimated. As of June 30, 2022, the Company had recorded liabilities aggregating to approximately $35.1 million for litigation-related contingencies, regulatory examinations and inquiries, and other matters. The Company evaluates its outstanding legal and regulatory proceedings and other matters each quarter to assess its loss contingency accruals, and makes adjustments in such accruals, upward or downward, as appropriate, based on management’s best judgment after consultation with counsel. There is no assurance that the Company’s accruals for loss contingencies will not need to be adjusted in the future or that, in light of the uncertainties involved in such matters, the ultimate resolution of these matters will not significantly exceed the accruals that the Company has recorded.
Indemnifications
In the normal course of business, the Company and its subsidiaries enter into contracts that contain a variety of representations and warranties and provide general indemnifications. The Company’s maximum exposure under these arrangements is unknown as this would involve future claims that may be made against the Company that have not yet occurred. However, based on experience, the Company believes the risk of material loss to be remote.
In connection with the sale of the Company’s interest in its local Brazilian management entity in August 2021, the Company provided a guarantee to the acquiring company of up to BRL 100.0 million ($19.3 million as of June 30, 2022) for liabilities arising from tax-related indemnifications. This guarantee, which will expire in August 2027, would only come into effect after all alternative remedies have been exhausted. The Company believes the likelihood of any material funding under this guarantee to be remote.
Risks and Uncertainties
Carlyle’s funds seek investment opportunities that offer the possibility of attaining substantial capital appreciation. Certain events particular to each industry in which the underlying investees conduct their operations, as well as general economic, political, regulatory and public health conditions, may have a significant negative impact on the Company’s investments and profitability. The funds managed by the Company may also experience a slowdown in the deployment of capital, which could adversely affect the Company’s ability to raise capital for new or successor funds and could also impact the management fees the Company earns on its carry funds and managed accounts. Such events are beyond the Company’s control, and the likelihood that they may occur and the effect on the Company cannot be predicted.
Furthermore, certain of the funds’ investments are made in private companies and there are generally no public markets for the underlying securities at the current time. The funds’ ability to liquidate their publicly-traded investments are often subject to limitations, including discounts that may be required to be taken on quoted prices due to the number of shares being sold. The funds’ ability to liquidate their investments and realize value is subject to significant limitations and uncertainties, including among others currency fluctuations and natural disasters.
The Company and the funds make investments outside of the United States. Investments outside the United States may be subject to less developed bankruptcy, corporate, partnership and other laws (which may have the effect of disregarding or otherwise circumventing the limited liability structures potentially causing the actions or liabilities of one fund or a portfolio company to adversely impact the Company or an unrelated fund or portfolio company). Non-U.S. investments are subject to the same risks associated with the Company’s U.S. investments as well as additional risks, such as fluctuations in foreign currency exchange rates, unexpected changes in regulatory requirements, heightened risk of political and economic instability, difficulties in managing non-U.S. investments, potentially adverse tax consequences and the burden of complying with a wide variety of foreign laws.
Furthermore, Carlyle is exposed to economic risk concentrations related to certain large investments as well as concentrations of investments in certain industries and geographies.
Additionally, the Company encounters credit risk. Credit risk is the risk of default by a counterparty in the Company’s investments in debt securities, loans, leases and derivatives that result from a borrower’s, lessee’s or derivative counterparty’s inability or unwillingness to make required or expected payments.
46
The Carlyle Group Inc.
Notes to the Condensed Consolidated Financial Statements
(Unaudited)
The Company considers cash, cash equivalents, securities, receivables, principal equity method investments, accounts payable, accrued expenses, other liabilities, loans, senior notes, assets and liabilities of Consolidated Funds and contingent and other consideration for acquisitions to be its financial instruments. Except for the senior and subordinated notes, the carrying amounts reported in the unaudited condensed consolidated balance sheets for these financial instruments equal or closely approximate their fair values. The fair value of the senior and subordinated notes is disclosed in Note 8.
11. Related Party Transactions
Due from Affiliates and Other Receivables, Net
The Company had the following due from affiliates and other receivables at June 30, 2022 and December 31, 2021:
| As of | |||||||||||
| June 30, 2022 | December 31, 2021 | ||||||||||
| (Dollars in millions) | |||||||||||
| Accrued incentive fees | $ | 16.6 | $ | 12.2 | |||||||
| Unbilled receivable for giveback obligations from current and former employees | 10.4 | — | |||||||||
| Notes receivable and accrued interest from affiliates | 33.3 | 25.3 | |||||||||
| Management fee, reimbursable expenses and other receivables from unconsolidated funds and affiliates, net | 430.9 | 342.1 | |||||||||
| Total | $ | 491.2 | $ | 379.6 | |||||||
Reimbursable expenses and other receivables from certain of the unconsolidated funds and portfolio companies relate to management fees receivable from limited partners, advisory fees receivable and expenses paid on behalf of these entities. These costs represent costs related to the pursuit of actual or proposed investments, professional fees and expenses associated with the acquisition, holding and disposition of the investments. The affiliates are obligated at the discretion of the Company to reimburse the expenses. Based on management’s determination, the Company accrues and charges interest on amounts due from affiliate accounts at interest rates ranging up to 7.02% as of June 30, 2022. The accrued and charged interest to the affiliates was not significant for any period presented.
Notes receivable includes loans that the Company has provided to certain unconsolidated funds to meet short-term obligations to purchase investments. Notes receivable as of June 30, 2022 and December 31, 2021 also include interest-bearing loans of $18.7 million and $18.2 million, respectively, to certain eligible Carlyle employees, which excludes Section 16 officers and other members of senior management, to finance their investments in certain Carlyle sponsored funds. These advances accrue interest at the WSJ Prime Rate minus 1.00% floating with a floor rate of 3.50% (3.75% as of June 30, 2022) and are collateralized by each borrower’s interest in the Carlyle sponsored funds.
These receivables are assessed regularly for collectability and amounts determined to be uncollectible are charged directly to general, administrative and other expenses in the condensed consolidated statements of operations. A corresponding allowance for doubtful accounts is recorded and such amounts were not significant for any period presented.
Due to Affiliates
The Company had the following due to affiliates balances at June 30, 2022 and December 31, 2021:
| As of | |||||||||||
| June 30, 2022 | December 31, 2021 | ||||||||||
| (Dollars in millions) | |||||||||||
| Due to non-consolidated affiliates | $ | 69.5 | $ | 60.5 | |||||||
| Deferred consideration for Carlyle Holdings units | 133.0 | 200.5 | |||||||||
| Amounts owed under the tax receivable agreement | 101.9 | 101.9 | |||||||||
| Other | 29.2 | 25.2 | |||||||||
| Total | $ | 333.6 | $ | 388.1 | |||||||
47
The Carlyle Group Inc.
Notes to the Condensed Consolidated Financial Statements
(Unaudited)
The Company has recorded obligations for amounts due to certain of its affiliates. The Company periodically offsets expenses it has paid on behalf of its affiliates against these obligations.
Deferred consideration for Carlyle Holdings units relates to the remaining obligation to the holders of Carlyle Holdings partnership units who will receive cash payments aggregating to $1.50 per Carlyle Holdings partnership unit exchanged in connection with the Conversion, payable in annual installments of $0.30. The first three annual installment payments occurred in January 2020, January 2021, and January 2022, respectively. The obligation was initially recorded at fair value, net of a discount of $11.3 million and measured using Level III inputs in the fair value hierarchy.
In connection with the Company’s initial public offering, the Company entered into a tax receivable agreement with the limited partners of the Carlyle Holdings partnerships whereby certain subsidiaries of the Partnership agreed to pay to the limited partners of the Carlyle Holdings partnerships involved in any exchange transaction 85% of the amount of cash tax savings, if any, in U.S. federal, state and local income tax realized as a result of increases in tax basis resulting from exchanges of Carlyle Holdings Partnership units for common units of The Carlyle Group L.P.
Other Related Party Transactions
In the normal course of business, the Company has made use of aircraft owned by entities controlled by senior Carlyle professionals. The senior Carlyle professionals paid for their purchases of aircraft and bear all operating, personnel and maintenance costs associated with their operation for personal use. Payment by the Company for the business use of these aircraft by senior Carlyle professionals and other employees is made at market rates throughout the year based on budgeted business usage. When actual business use exceeds budgeted aircraft use, the Company makes additional payments to the aircraft owner and/or the aircraft management company, as appropriate. Similarly, when the aggregate amount paid for budgeted aircraft use exceeds the calculated costs of actual business use, or results in rates which exceed market aircraft charter rates, we receive reimbursement of such excess payments from the aircraft owner and/or the aircraft management company, as appropriate. These adjustments are calculated annually and payments or reimbursements are generally made after year-end. During the three and six months ended June 30, 2022, the Company made net payments related to these aircraft totaling $0.6 million and $0.5 million, respectively. During the three and six months ended June 30, 2021, the Company received net reimbursements related to these aircraft totaling $2.0 million and $1.7 million, respectively. The accrual of aircraft fees is included in general, administrative, and other expenses in the unaudited condensed consolidated statements of operations.
On May 5, 2020, the Company purchased 2,000,000 shares of BDC Preferred Shares from CSL in a private placement at a price of $25 per share. Dividends are payable on a quarterly basis in an initial amount equal to 7.0% per annum payable in cash, or, at CSL’s option, 9.0% per annual payable in additional BDC Preferred Shares. The BDC Preferred Shares are convertible at the Company’s option, in whole or in part, at an initial conversion price of $9.50 per share, subject to certain adjustments. At any time after May 5, 2023 and with the approval of its board of directors, CSL will have the option to redeem the BDC Preferred Shares, in whole or in part. In such case, the Company has the right to convert its shares, in whole or in part, prior to the date of redemption. The Company recorded dividend income of $0.9 million and $1.8 million during the three and six months ended June 30, 2022, respectively. The Company recorded dividend income of $0.9 million and $1.8 million, respectively, during the three and six months ended June 30, 2021. Dividend income from the BDC Preferred Shares is included in interest and other income in the unaudited condensed consolidated statements of operations. The Company’s investment in the BDC Preferred Shares, which is recorded at fair value, was $61.8 million and $72.5 million as of June 30, 2022 and December 31, 2021, respectively, and is included in investments, including accrued performance allocations, in the unaudited condensed consolidated balance sheets.
Senior Carlyle professionals and employees are permitted to participate in co-investment entities that invest in Carlyle funds or alongside Carlyle funds. In many cases, participation is limited by law to individuals who qualify under applicable legal requirements. These co-investment entities generally do not require senior Carlyle professionals and employees to pay management fees or performance allocations, however, Carlyle professionals and employees are required to pay their portion of partnership expenses.
Carried interest income from the funds can be distributed to senior Carlyle professionals and employees on a current basis, but is subject to repayment by the subsidiary of the Company that acts as general partner of the fund in the event that certain specified return thresholds are not ultimately achieved. The senior Carlyle professionals and certain other investment professionals have personally guaranteed, subject to certain limitations, the obligation of these subsidiaries in respect of this general partner obligation. Such guarantees are several and not joint and are limited to a particular individual’s distributions received.
The Company does business with some of its portfolio companies; all such arrangements are on a negotiated basis.
48
The Carlyle Group Inc.
Notes to the Condensed Consolidated Financial Statements
(Unaudited)
Substantially all revenue is earned from affiliates of Carlyle.
12. Income Taxes
The Company’s provision (benefit) for income taxes was $50.8 million and $306.2 million for the three months ended June 30, 2022 and 2021, respectively, and $198.7 million and $579.6 million for the six months ended June 30, 2022 and 2021, respectively. The Company’s effective tax rate was approximately 17% and 24% for the three months ended June 30, 2022 and 2021, respectively, and 19% and 24% for the six months ended June 30, 2022 and 2021, respectively. The effective tax rate for the six months ended June 30, 2022 and 2021 is primarily comprised of the 21% U.S. federal corporate income tax rate plus U.S. state and foreign corporate income taxes and tax deductions resulting from the vesting of restricted stock units during the period, the impact of which was greater during the six months ended June 30, 2022 due to a larger number of vested units and a higher share price. The effective tax rate for the six months ended June 30, 2022 also reflects a deferred tax benefit resulting from a reduction in certain future foreign withholding taxes as well as the use of foreign tax credits. As of June 30, 2022 and December 31, 2021, the Company had federal, state, local and foreign taxes payable of $32.8 million and $93.3 million, respectively, which is recorded as a component of accounts payable, accrued expenses and other liabilities on the accompanying condensed consolidated balance sheet.
In the normal course of business, the Company is subject to examination by federal and certain state, local and foreign tax regulators. With a few exceptions, as of June 30, 2022, the Company’s U.S. federal income tax returns for years 2018 through 2020 are open under the normal three-year statute of limitations and therefore subject to examination. State and local tax returns are generally subject to audit from 2016 to 2020. Foreign tax returns are generally subject to audit from 2011 to 2021. Certain of the Company’s affiliates are currently under audit by federal, state and foreign tax authorities.
The Company does not believe that the outcome of these audits will require it to record material reserves for uncertain tax positions or that the outcome will have a material impact on the consolidated financial statements. The Company does not believe that it has any tax positions for which it is reasonably possible that the total amounts of unrecognized tax benefits will significantly increase or decrease within the next twelve months.
On July 1, 2022, the State of New York issued proposed regulations, related to its 2015 law change, that may require corporate managers of investment funds (non broker dealers) to change how they source income to New York state, which may result in an increase in the Company’s taxable income to New York. These regulations will not be effective until promulgated. The Company has not yet determined the effect of these proposed regulations on its tax provision.
13. Non-controlling Interests in Consolidated Entities
The components of the Company’s non-controlling interests in consolidated entities are as follows:
| As of | |||||||||||
| June 30, 2022 | December 31, 2021 | ||||||||||
| (Dollars in millions) | |||||||||||
| Non-Carlyle interests in Consolidated Funds | $ | 252.1 | $ | 180.1 | |||||||
| Non-Carlyle interests in majority-owned subsidiaries | 190.9 | 234.4 | |||||||||
| Non-controlling interest in carried interest, giveback obligations and cash held for carried interest distributions | 3.0 | 12.7 | |||||||||
| Non-controlling interests in consolidated entities | $ | 446.0 | $ | 427.2 | |||||||
49
The Carlyle Group Inc.
Notes to the Condensed Consolidated Financial Statements
(Unaudited)
The components of the Company’s non-controlling interests in income of consolidated entities are as follows:
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||
| 2022 | 2021 | 2022 | 2021 | ||||||||||||||||||||
| (Dollars in millions) | |||||||||||||||||||||||
| Non-Carlyle interests in Consolidated Funds | $ | 4.6 | $ | 0.3 | $ | 29.7 | $ | 0.2 | |||||||||||||||
| Non-Carlyle interests in majority-owned subsidiaries | (2.0) | 14.3 | (4.4) | 33.4 | |||||||||||||||||||
| Non-controlling interest in carried interest, giveback obligations and cash held for carried interest distributions | 0.9 | 6.9 | 1.4 | 9.5 | |||||||||||||||||||
| Non-controlling interests in income of consolidated entities | $ | 3.5 | $ | 21.5 | $ | 26.7 | $ | 43.1 | |||||||||||||||
14. Earnings Per Common Share
Basic and diluted net income (loss) per common share are calculated as follows:
| Three Months Ended June 30, 2022 | Six Months Ended June 30, 2022 | ||||||||||||||||||||||
| Basic | Diluted | Basic | Diluted | ||||||||||||||||||||
| Net income attributable to common shares | $ | 245,400,000 | $ | 245,400,000 | $ | 817,000,000 | $ | 817,000,000 | |||||||||||||||
| Weighted-average common shares outstanding | 361,445,630 | 366,311,757 | 359,520,927 | 364,671,713 | |||||||||||||||||||
| Net income per common share | $ | 0.68 | $ | 0.67 | $ | 2.27 | $ | 2.24 | |||||||||||||||
| Three Months Ended June 30, 2021 | Six Months Ended June 30, 2021 | ||||||||||||||||||||||
| Basic | Diluted | Basic | Diluted | ||||||||||||||||||||
| Net loss attributable to common shares | $ | 925,000,000 | $ | 925,000,000 | $ | 1,794,300,000 | $ | 1,794,300,000 | |||||||||||||||
| Weighted-average common shares outstanding | 354,506,335 | 362,151,588 | 354,368,976 | 361,328,946 | |||||||||||||||||||
| Net income per common share | $ | 2.61 | $ | 2.55 | $ | 5.06 | $ | 4.97 | |||||||||||||||
The weighted-average common shares outstanding, basic and diluted, are calculated as follows:
| Three Months Ended June 30, 2022 | Six Months Ended June 30, 2022 | ||||||||||||||||||||||
| Basic | Diluted | Basic | Diluted | ||||||||||||||||||||
| The Carlyle Group Inc. weighted-average common shares outstanding | 361,445,630 | 361,445,630 | 359,520,927 | 359,520,927 | |||||||||||||||||||
| Unvested restricted stock units | — | 3,141,695 | — | 3,418,523 | |||||||||||||||||||
| Issuable common shares and performance-vesting restricted stock units | — | 1,724,432 | — | 1,732,263 | |||||||||||||||||||
| Weighted-average common shares outstanding | 361,445,630 | 366,311,757 | 359,520,927 | 364,671,713 | |||||||||||||||||||
| Three Months Ended June 30, 2021 | Six Months Ended June 30, 2021 | ||||||||||||||||||||||
| Basic | Diluted | Basic | Diluted | ||||||||||||||||||||
| The Carlyle Group Inc. weighted-average common shares outstanding | 354,506,335 | 354,506,335 | 354,368,976 | 354,368,976 | |||||||||||||||||||
| Unvested restricted stock units | — | 5,607,545 | — | 5,015,266 | |||||||||||||||||||
| Issuable common shares and performance-vesting restricted stock units | — | 2,037,708 | — | 1,944,704 | |||||||||||||||||||
| Weighted-average common shares outstanding | 354,506,335 | 362,151,588 | 354,368,976 | 361,328,946 | |||||||||||||||||||
The Company applies the treasury stock method to determine the dilutive weighted-average common shares represented by the unvested restricted stock units. Also included in the determination of dilutive weighted-average common shares are issuable common shares associated with the Company’s acquisitions, strategic investment in NGP, performance-vesting restricted stock units and issuable common shares associated with a program under which the Company may distribute realized
50
The Carlyle Group Inc.
Notes to the Condensed Consolidated Financial Statements
(Unaudited)
performance allocation related compensation in fully vested, newly issued shares (see Note 15 to the condensed consolidated financial statements).
15. Equity
Shares Issued for Performance Allocation Related Compensation
In October 2021, the Company commenced a program under which, at the Company’s discretion, up to 20% of realized performance allocations and incentive fee related compensation over a certain threshold amount may be distributed in fully vested, newly issued shares of the Company’s common stock. During the three and six months ended June 30, 2022, the Company distributed 134,696 and 771,157, respectively, fully vested, newly issued common shares, related to previously accrued performance allocations and incentive fee related compensation of $5.2 million and $36.5 million, respectively. The Company distributed an additional 78,953 fully vested, newly issued common shares subsequent to June 30, 2022 related to $2.4 million in realized performance allocations and incentive fee compensation recognized during the three months ended June 30, 2022.
Stock Repurchase Program
In October 2021, the Board of Directors of the Company authorized the repurchase of up to $400.0 million of common stock, which replaced an authorization provided in February 2021 effective January 1, 2022. Under this repurchase program, shares of common stock may be repurchased from time to time in open market transactions, in privately negotiated transactions or otherwise, including through Rule 10b5-1 plans. The timing and actual number of shares of common stock repurchased will depend on a variety of factors, including legal requirements, price, and economic and market conditions. This repurchase program may be suspended or discontinued at any time and does not have a specified expiration date. During the six months ended June 30, 2022 and 2021, the Company paid an aggregate of $105.3 million and $25.0 million, respectively, to repurchase and retire approximately 2.4 million and 0.6 million shares, respectively, with all of the repurchases done via open market and brokered transactions. As of June 30, 2022, $294.7 million of repurchase capacity remained under the program.
Shares Issued in Connection with Acquisition
In March 2022, the Company issued 4.2 million shares of common stock, which represented $194.5 million of the purchase price paid in the acquisition of management contracts related to a portfolio of assets from CBAM, as described in Note 4 to the unaudited condensed consolidated financial statements.
Dividends
The table below presents information regarding the quarterly dividends on the common shares, which were made at the sole discretion of the Board of Directors of the Company.
| Dividend Record Date | Dividend Payment Date | Dividend per Common Share | Dividend to Common Stockholders | |||||||||||||||||
| (Dollars in millions, except per share data) | ||||||||||||||||||||
| May 11, 2021 | May 19, 2021 | $ | 0.250 | $ | 88.7 | |||||||||||||||
| August 10, 2021 | August 17, 2021 | 0.250 | 89.3 | |||||||||||||||||
| November 9, 2021 | November 17, 2021 | 0.250 | 89.1 | |||||||||||||||||
| February 15, 2022 | February 23, 2022 | 0.250 | 89.5 | |||||||||||||||||
| Total 2021 Dividend Year | $ | 1.000 | $ | 356.6 | ||||||||||||||||
| May 10, 2022 | May 17, 2022 | $ | 0.325 | $ | 117.6 | |||||||||||||||
| August 9, 2022 | August 16, 2022 | 0.325 | 118.1 | |||||||||||||||||
| Total 2022 Dividend Year (through Q2 2022) | $ | 0.650 | $ | 235.7 | ||||||||||||||||
The Board of Directors will take into account general economic and business conditions, as well as the Company’s strategic plans and prospects, business and investment opportunities, financial condition and obligations, legal, tax and regulatory restrictions, other constraints on the payment of dividends by the Company to its common stockholders or by
51
The Carlyle Group Inc.
Notes to the Condensed Consolidated Financial Statements
(Unaudited)
subsidiaries to the Company, and other such factors as the Board of Directors may deem relevant. In addition, the terms of the Company’s credit facility provide certain limits on the Company’s ability to pay dividends.
16. Equity-Based Compensation
In May 2012, Carlyle Group Management L.L.C., the general partner of the Partnership, adopted the Equity Incentive Plan. The Equity Incentive Plan, which was amended on January 1, 2020 in connection with the Conversion to reflect shares of the Company’s common stock, is a source of equity-based awards permitting the Company to grant to Carlyle employees, directors and consultants non-qualified options, share appreciation rights, common shares, restricted stock units and other awards based on the Company’s common shares. On June 1, 2021, the shareholders of the Company approved an amended and restated Equity Incentive Plan that removed a provision providing for the automatic increase in the number of the Company’s common shares available for grant and reset the total number of shares of common stock available for grant to 16,000,000 for awards granted under the plan after June 1, 2021. As of June 30, 2022, the total number of the Company’s common shares available for grant under the amended and restated Equity Incentive Plan was 11,945,431.
A summary of the status of the Company’s non-vested equity-based awards as of June 30, 2022 and a summary of changes for the six months ended June 30, 2022, are presented below:
| Unvested Shares | Restricted Stock Units | Weighted- Average Grant Date Fair Value | Unvested Common Shares (1) | Weighted- Average Grant Date Fair Value | |||||||||||||||||||
| Balance, December 31, 2021 | 14,775,651 | $ | 30.70 | 635,430 | $ | 29.27 | |||||||||||||||||
| Granted | 3,486,180 | $ | 43.54 | 188,223 | $ | 49.06 | |||||||||||||||||
| Vested | 3,340,988 | $ | 29.48 | — | $ | — | |||||||||||||||||
| Forfeited | 90,444 | $ | 30.09 | — | $ | — | |||||||||||||||||
| Balance, June 30, 2022 | 14,830,399 | $ | 34.00 | 823,653 | $ | 33.79 | |||||||||||||||||
(1) Includes common shares issued in connection with the Company’s strategic investment in NGP.
The Company recorded compensation expense, net of forfeitures, for restricted stock units of $45.4 million and $47.1 million for the three months ended June 30, 2022 and 2021, respectively, with $9.4 million and $10.6 million of corresponding deferred tax benefits, respectively. The Company recorded compensation expense, net of forfeitures, for restricted stock units of $85.1 million and $79.5 million for the six months ended June 30, 2022 and 2021, respectively, with $17.4 million and $17.3 million of corresponding deferred tax benefits, respectively. As of June 30, 2022, the total unrecognized equity-based compensation expense related to unvested restricted stock units was $358.0 million, which is expected to be recognized over a weighted-average term of 2.2 years.
17. Segment Reporting
Carlyle conducts its operations through three reportable segments:
Global Private Equity – The Global Private Equity segment is comprised of the Company’s operations that advise a diverse group of funds that invest in buyout, middle market and growth capital, real estate, infrastructure and natural resources transactions.
Global Credit – The Global Credit segment advises a group of funds that pursue investment opportunities across various types of credit, including loans and structured credit, direct lending, opportunistic credit, energy credit, distressed credit, aircraft financing and servicing, infrastructure debt, insurance solutions and global capital solutions.
Global Investment Solutions – The Global Investment Solutions segment advises global private equity fund of funds programs and related co-investment and secondary activities through AlpInvest. This segment also included Metropolitan Real Estate (“MRE”), a global manager of real estate fund of funds and related co-investment and secondary activities, prior to its sale on April 1, 2021.
The Company’s reportable business segments are differentiated by their various investment focuses and strategies. Overhead costs are generally allocated based on cash-based compensation and benefits expense for each segment. The Company’s earnings from its investment in NGP are presented in the respective operating captions within the Global Private Equity segment.
52
The Carlyle Group Inc.
Notes to the Condensed Consolidated Financial Statements
(Unaudited)
Distributable Earnings. Distributable Earnings, or “DE,” is a key performance benchmark used in the Company’s industry and is evaluated regularly by management in making resource deployment and compensation decisions and in assessing performance of the Company’s three reportable segments. Management also uses DE in budgeting, forecasting, and the overall management of the Company’s segments. Management believes that reporting DE is helpful to understanding the Company’s business and that investors should review the same supplemental financial measure that management uses to analyze the Company’s segment performance. DE is intended to show the amount of net realized earnings without the effects of the consolidation of the Consolidated Funds. DE is derived from the Company’s segment reported results and is used to assess performance.
Distributable Earnings differs from income (loss) before provision for income taxes computed in accordance with U.S. GAAP in that it includes certain tax expenses associated with certain foreign performance revenues (comprised of performance allocations and incentive fees), and does not include unrealized performance allocations and related compensation expense, unrealized principal investment income, equity-based compensation expense, net income (loss) attributable to non-Carlyle interests in consolidated entities, or charges (credits) related to Carlyle corporate actions and non-recurring items. Charges (credits) related to Carlyle corporate actions and non-recurring items include: charges (credits) associated with acquisitions, dispositions, or strategic investments, changes in the tax receivable agreement liability, amortization and any impairment charges associated with acquired intangible assets, transaction costs associated with acquisitions and dispositions, charges associated with earnouts and contingent consideration including gains and losses associated with the estimated fair value of contingent considerations issued in conjunction with acquisitions or strategic investments, impairment charges associated with lease right-of-use assets, gains and losses from the retirement of debt, charges associated with contract terminations and employee severance. Management believes the inclusion or exclusion of these items provides investors with a meaningful indication of the Company’s core operating performance.
Fee Related Earnings. Fee Related Earnings, or “FRE,” is used to assess the ability of the business to cover direct base compensation and operating expenses from total fee revenues. FRE differs from income (loss) before provision for income taxes computed in accordance with U.S. GAAP in that it adjusts for the items included in the calculation of DE and also adjusts DE to exclude net realized performance revenues, realized principal investment income, net interest (interest income less interest expense), and certain general, administrative and other expenses when the timing of any future payment is uncertain. In 2022, the Company began to disclose fee related performance revenues as a separate line item in its segment results. Fee related performance revenues are the realized portion of performance revenues that are measured and received on a recurring basis, are not dependent on the disposition of investments, and which are not at risk of giveback. Previously, these amounts were included as a component of fund management fees. Beginning in 2022, the Company’s Core plus real estate fund, CPI, began to realize recurring fee related performance revenues. Realized net performance revenues for CPI were immaterial in prior periods.
The following tables present the financial data for the Company’s three reportable segments for the three and six months ended June 30, 2022:
53
The Carlyle Group Inc.
Notes to the Condensed Consolidated Financial Statements
(Unaudited)
| Three Months Ended June 30, 2022 | |||||||||||||||||||||||
| Global Private Equity | Global Credit | Global Investment Solutions | Total | ||||||||||||||||||||
| (Dollars in millions) | |||||||||||||||||||||||
| Segment Revenues | |||||||||||||||||||||||
| Fund level fee revenues | |||||||||||||||||||||||
| Fund management fees | $ | 337.0 | $ | 123.7 | $ | 55.5 | $ | 516.2 | |||||||||||||||
| Portfolio advisory and transaction fees, net and other | 7.5 | 34.7 | — | 42.2 | |||||||||||||||||||
| Fee related performance revenues | 22.3 | 12.8 | — | 35.1 | |||||||||||||||||||
| Total fund level fee revenues | 366.8 | 171.2 | 55.5 | 593.5 | |||||||||||||||||||
| Realized performance revenues | 473.8 | 19.9 | 26.2 | 519.9 | |||||||||||||||||||
| Realized principal investment income | 34.2 | 8.7 | 0.9 | 43.8 | |||||||||||||||||||
| Interest income | 1.2 | 2.6 | 0.2 | 4.0 | |||||||||||||||||||
| Total revenues | 876.0 | 202.4 | 82.8 | 1,161.2 | |||||||||||||||||||
| Segment Expenses | |||||||||||||||||||||||
| Compensation and benefits | |||||||||||||||||||||||
| Cash-based compensation and benefits | 154.2 | 77.1 | 28.4 | 259.7 | |||||||||||||||||||
| Realized performance revenues related compensation | 214.5 | 9.4 | 25.1 | 249.0 | |||||||||||||||||||
| Total compensation and benefits | 368.7 | 86.5 | 53.5 | 508.7 | |||||||||||||||||||
| General, administrative, and other indirect expenses | 59.3 | 20.3 | 8.3 | 87.9 | |||||||||||||||||||
| Depreciation and amortization expense | 6.3 | 1.9 | 1.3 | 9.5 | |||||||||||||||||||
| Interest expense | 16.0 | 7.4 | 2.9 | 26.3 | |||||||||||||||||||
| Total expenses | 450.3 | 116.1 | 66.0 | 632.4 | |||||||||||||||||||
| Distributable Earnings | $ | 425.7 | $ | 86.3 | $ | 16.8 | $ | 528.8 | |||||||||||||||
| (-) Realized Net Performance Revenues | 259.3 | 10.5 | 1.1 | 270.9 | |||||||||||||||||||
| (-) Realized Principal Investment Income | 34.2 | 8.7 | 0.9 | 43.8 | |||||||||||||||||||
| (+) Net Interest | 14.8 | 4.8 | 2.7 | 22.3 | |||||||||||||||||||
| (=) Fee Related Earnings | $ | 147.0 | $ | 71.9 | $ | 17.5 | $ | 236.4 | |||||||||||||||
54
The Carlyle Group Inc.
Notes to the Condensed Consolidated Financial Statements
(Unaudited)
| Six Months Ended June 30, 2022 | |||||||||||||||||||||||
| Global Private Equity | Global Credit | Global Investment Solutions | Total | ||||||||||||||||||||
| (Dollars in millions) | |||||||||||||||||||||||
| Segment Revenues | |||||||||||||||||||||||
| Fund level fee revenues | |||||||||||||||||||||||
| Fund management fees | $ | 641.2 | $ | 217.4 | $ | 111.8 | $ | 970.4 | |||||||||||||||
| Portfolio advisory and transaction fees, net and other | 13.6 | 44.8 | — | 58.4 | |||||||||||||||||||
| Fee related performance revenues | 52.9 | 26.7 | — | 79.6 | |||||||||||||||||||
| Total fund level fee revenues | 707.7 | 288.9 | 111.8 | 1,108.4 | |||||||||||||||||||
| Realized performance revenues | 673.7 | 33.6 | 48.9 | 756.2 | |||||||||||||||||||
| Realized principal investment income | 48.4 | 19.0 | 2.7 | 70.1 | |||||||||||||||||||
| Interest income | 1.6 | 4.1 | 0.3 | 6.0 | |||||||||||||||||||
| Total revenues | 1,431.4 | 345.6 | 163.7 | 1,940.7 | |||||||||||||||||||
| Segment Expenses | |||||||||||||||||||||||
| Compensation and benefits | |||||||||||||||||||||||
| Cash-based compensation and benefits | 307.2 | 144.3 | 54.0 | 505.5 | |||||||||||||||||||
| Realized performance revenues related compensation | 305.2 | 16.1 | 46.0 | 367.3 | |||||||||||||||||||
| Total compensation and benefits | 612.4 | 160.4 | 100.0 | 872.8 | |||||||||||||||||||
| General, administrative, and other indirect expenses | 104.8 | 43.8 | 15.6 | 164.2 | |||||||||||||||||||
| Depreciation and amortization expense | 12.6 | 3.9 | 2.5 | 19.0 | |||||||||||||||||||
| Interest expense | 31.8 | 15.6 | 5.7 | 53.1 | |||||||||||||||||||
| Total expenses | 761.6 | 223.7 | 123.8 | 1,109.1 | |||||||||||||||||||
| Distributable Earnings | $ | 669.8 | $ | 121.9 | $ | 39.9 | $ | 831.6 | |||||||||||||||
| (-) Realized Net Performance Revenues | 368.5 | 17.5 | 2.9 | 388.9 | |||||||||||||||||||
| (-) Realized Principal Investment Income | 48.4 | 19.0 | 2.7 | 70.1 | |||||||||||||||||||
| (+) Net Interest | 30.2 | 11.5 | 5.4 | 47.1 | |||||||||||||||||||
| (=) Fee Related Earnings | $ | 283.1 | $ | 96.9 | $ | 39.7 | $ | 419.7 | |||||||||||||||
| Segment assets as of June 30, 2022 | $ | 9,793.9 | $ | 3,196.0 | $ | 1,813.8 | $ | 14,803.7 | |||||||||||||||
55
The Carlyle Group Inc.
Notes to the Condensed Consolidated Financial Statements
(Unaudited)
The following tables present the financial data for the Company’s three reportable segments for the three and six months ended June 30, 2021:
| Three Months Ended June 30, 2021 | |||||||||||||||||||||||
| Global Private Equity | Global Credit | Global Investment Solutions | Total | ||||||||||||||||||||
| (Dollars in millions) | |||||||||||||||||||||||
| Segment Revenues | |||||||||||||||||||||||
| Fund level fee revenues | |||||||||||||||||||||||
| Fund management fees | $ | 263.4 | $ | 75.7 | $ | 60.3 | $ | 399.4 | |||||||||||||||
| Portfolio advisory and transaction fees, net and other | 6.2 | 9.4 | — | 15.6 | |||||||||||||||||||
| Fee related performance revenues | — | 10.4 | — | 10.4 | |||||||||||||||||||
| Total fund level fee revenues | 269.6 | 95.5 | 60.3 | 425.4 | |||||||||||||||||||
| Realized performance revenues | 428.9 | — | 25.1 | 454.0 | |||||||||||||||||||
| Realized principal investment income | 24.0 | 9.8 | 4.0 | 37.8 | |||||||||||||||||||
| Interest income | 0.5 | 1.2 | 0.1 | 1.8 | |||||||||||||||||||
| Total revenues | 723.0 | 106.5 | 89.5 | 919.0 | |||||||||||||||||||
| Segment Expenses | |||||||||||||||||||||||
| Compensation and benefits | |||||||||||||||||||||||
| Cash-based compensation and benefits | 133.6 | 55.6 | 28.2 | 217.4 | |||||||||||||||||||
| Realized performance revenues related compensation | 193.6 | — | 23.0 | 216.6 | |||||||||||||||||||
| Total compensation and benefits | 327.2 | 55.6 | 51.2 | 434.0 | |||||||||||||||||||
| General, administrative, and other indirect expenses | 36.4 | 13.0 | 6.2 | 55.6 | |||||||||||||||||||
| Depreciation and amortization expense | 6.1 | 2.0 | 1.1 | 9.2 | |||||||||||||||||||
| Interest expense | 15.7 | 6.3 | 2.8 | 24.8 | |||||||||||||||||||
| Total expenses | 385.4 | 76.9 | 61.3 | 523.6 | |||||||||||||||||||
| Distributable Earnings | $ | 337.6 | $ | 29.6 | $ | 28.2 | $ | 395.4 | |||||||||||||||
| (-) Realized Net Performance Revenues | 235.3 | — | 2.1 | 237.4 | |||||||||||||||||||
| (-) Realized Principal Investment Income | 24.0 | 9.8 | 4.0 | 37.8 | |||||||||||||||||||
| (+) Net Interest | 15.2 | 5.1 | 2.7 | 23.0 | |||||||||||||||||||
| (=) Fee Related Earnings | $ | 93.5 | $ | 24.9 | $ | 24.8 | $ | 143.2 | |||||||||||||||
56
The Carlyle Group Inc.
Notes to the Condensed Consolidated Financial Statements
(Unaudited)
| Six Months Ended June 30, 2021 | |||||||||||||||||||||||
| Global Private Equity | Global Credit | Global Investment Solutions | Total | ||||||||||||||||||||
| (Dollars in millions) | |||||||||||||||||||||||
| Segment Revenues | |||||||||||||||||||||||
| Fund level fee revenues | |||||||||||||||||||||||
| Fund management fees | $ | 523.6 | $ | 146.3 | $ | 112.3 | $ | 782.2 | |||||||||||||||
| Portfolio advisory and transaction fees, net and other | 16.8 | 18.2 | 0.3 | 35.3 | |||||||||||||||||||
| Fee related performance revenues | — | 19.8 | — | 19.8 | |||||||||||||||||||
| Total fund level fee revenues | 540.4 | 184.3 | 112.6 | 837.3 | |||||||||||||||||||
| Realized performance revenues | 563.0 | 0.1 | 59.3 | 622.4 | |||||||||||||||||||
| Realized principal investment income | 47.7 | 15.7 | 4.4 | 67.8 | |||||||||||||||||||
| Interest income | 0.7 | 3.2 | 0.1 | 4.0 | |||||||||||||||||||
| Total revenues | 1,151.8 | 203.3 | 176.4 | 1,531.5 | |||||||||||||||||||
| Segment Expenses | |||||||||||||||||||||||
| Compensation and benefits | |||||||||||||||||||||||
| Cash-based compensation and benefits | 262.7 | 109.3 | 57.6 | 429.6 | |||||||||||||||||||
| Realized performance revenues related compensation | 253.8 | — | 55.2 | 309.0 | |||||||||||||||||||
| Total compensation and benefits | 516.5 | 109.3 | 112.8 | 738.6 | |||||||||||||||||||
| General, administrative, and other indirect expenses | 77.8 | 24.8 | 14.6 | 117.2 | |||||||||||||||||||
| Depreciation and amortization expense | 12.2 | 3.9 | 2.2 | 18.3 | |||||||||||||||||||
| Interest expense | 29.5 | 12.6 | 5.0 | 47.1 | |||||||||||||||||||
| Total expenses | 636.0 | 150.6 | 134.6 | 921.2 | |||||||||||||||||||
| Distributable Earnings | $ | 515.8 | $ | 52.7 | $ | 41.8 | $ | 610.3 | |||||||||||||||
| (-) Realized Net Performance Revenues | 309.2 | 0.1 | 4.1 | 313.4 | |||||||||||||||||||
| (-) Realized Principal Investment Income | 47.7 | 15.7 | 4.4 | 67.8 | |||||||||||||||||||
| (+) Net Interest | 28.8 | 9.4 | 4.9 | 43.1 | |||||||||||||||||||
| (=) Fee Related Earnings | $ | 187.7 | $ | 46.3 | $ | 38.2 | $ | 272.2 | |||||||||||||||
57
The Carlyle Group Inc.
Notes to the Condensed Consolidated Financial Statements
(Unaudited)
The following tables reconcile the Total Segments to the Company’s Income (Loss) Before Provision for Taxes for the three months ended June 30, 2022 and 2021.
| Three Months Ended June 30, 2022 | |||||||||||||||||||||||||||||
| Total Reportable Segments | Consolidated Funds | Reconciling Items | Carlyle Consolidated | ||||||||||||||||||||||||||
| (Dollars in millions) | |||||||||||||||||||||||||||||
| Revenues | $ | 1,161.2 | $ | 63.2 | $ | (175.4) | (a) | $ | 1,049.0 | ||||||||||||||||||||
| Expenses | $ | 632.4 | $ | 51.1 | $ | 42.3 | (b) | $ | 725.8 | ||||||||||||||||||||
| Other income | $ | — | $ | (23.5) | $ | — | (c) | $ | (23.5) | ||||||||||||||||||||
| Distributable earnings | $ | 528.8 | $ | (11.4) | $ | (217.7) | (d) | $ | 299.7 | ||||||||||||||||||||
| Three Months Ended June 30, 2021 | |||||||||||||||||||||||||||||
| Total Reportable Segments | Consolidated Funds | Reconciling Items | Carlyle Consolidated | ||||||||||||||||||||||||||
| (Dollars in millions) | |||||||||||||||||||||||||||||
| Revenues | $ | 919.0 | $ | 62.1 | $ | 1,725.2 | (a) | $ | 2,706.3 | ||||||||||||||||||||
| Expenses | $ | 523.6 | $ | 54.2 | $ | 873.2 | (b) | $ | 1,451.0 | ||||||||||||||||||||
| Other income | $ | — | $ | (2.6) | $ | — | (c) | $ | (2.6) | ||||||||||||||||||||
| Distributable earnings | $ | 395.4 | $ | 5.3 | $ | 852.0 | (d) | $ | 1,252.7 | ||||||||||||||||||||
The following tables reconcile the Total Segments to the Company’s Income (Loss) Before Provision for Taxes for the six months ended June 30, 2022 and 2021, and Total Assets as of June 30, 2022.
| Six Months Ended June 30, 2022 | |||||||||||||||||||||||||||||
| Total Reportable Segments | Consolidated Funds | Reconciling Items | Carlyle Consolidated | ||||||||||||||||||||||||||
| (Dollars in millions) | |||||||||||||||||||||||||||||
| Revenues | $ | 1,940.7 | $ | 124.9 | $ | 565.2 | (a) | $ | 2,630.8 | ||||||||||||||||||||
| Expenses | $ | 1,109.1 | $ | 104.0 | $ | 354.6 | (b) | $ | 1,567.7 | ||||||||||||||||||||
| Other income (loss) | $ | — | $ | (20.7) | $ | — | (c) | $ | (20.7) | ||||||||||||||||||||
| Distributable earnings | $ | 831.6 | $ | 0.2 | $ | 210.6 | (d) | $ | 1,042.4 | ||||||||||||||||||||
| Total assets | $ | 14,803.7 | $ | 6,768.6 | $ | (147.4) | (e) | $ | 21,424.9 | ||||||||||||||||||||
| Six Months Ended June 30, 2021 | |||||||||||||||||||||||||||||
| Total Reportable Segments | Consolidated Funds | Reconciling Items | Carlyle Consolidated | ||||||||||||||||||||||||||
| (Dollars in millions) | |||||||||||||||||||||||||||||
| Revenues | $ | 1,531.5 | $ | 123.2 | $ | 3,488.8 | (a) | $ | 5,143.5 | ||||||||||||||||||||
| Expenses | $ | 921.2 | $ | 110.7 | $ | 1,704.3 | (b) | $ | 2,736.2 | ||||||||||||||||||||
| Other income (loss) | $ | — | $ | 9.7 | $ | — | (c) | $ | 9.7 | ||||||||||||||||||||
| Distributable earnings | $ | 610.3 | $ | 22.2 | $ | 1,784.5 | (d) | $ | 2,417.0 | ||||||||||||||||||||
(a)The Revenues adjustment principally represents unrealized performance revenues, unrealized principal investment income (loss) (including Fortitude), the principal investment loss from dilution of the indirect investment in Fortitude, revenues earned from the Consolidated Funds which were eliminated in consolidation to arrive at the Company’s total revenues, adjustments for amounts attributable to non-controlling interests in consolidated entities, adjustments related to expenses associated with the investments in NGP Management and its affiliates that are included in operating
58
The Carlyle Group Inc.
Notes to the Condensed Consolidated Financial Statements
(Unaudited)
captions or are excluded from the segment results, adjustments to reflect the reimbursement of certain costs incurred on behalf of Carlyle funds on a net basis, and the inclusion of tax expenses associated with certain foreign performance revenues, as detailed below:
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||
| 2022 | 2021 | 2022 | 2021 | ||||||||||||||||||||
| (Dollars in millions) | |||||||||||||||||||||||
| Unrealized performance and fee related performance revenues | $ | 12.2 | $ | 1,620.7 | $ | 711.0 | $ | 3,242.5 | |||||||||||||||
| Unrealized principal investment income (loss) | (27.1) | 78.8 | (3.4) | 210.1 | |||||||||||||||||||
| Principal investment loss from dilution of indirect investment in Fortitude | (176.9) | — | (176.9) | — | |||||||||||||||||||
| Adjustments related to expenses associated with investments in NGP Management and its affiliates | (3.0) | (3.0) | (6.1) | (6.6) | |||||||||||||||||||
| Tax expense associated with certain foreign performance revenues | — | 0.3 | (0.1) | 0.2 | |||||||||||||||||||
| Non-controlling interests and other adjustments to present certain costs on a net basis | 13.7 | 41.1 | 31.6 | 86.4 | |||||||||||||||||||
| Elimination of revenues of Consolidated Funds | 5.7 | (12.7) | 9.1 | (43.8) | |||||||||||||||||||
| $ | (175.4) | $ | 1,725.2 | $ | 565.2 | $ | 3,488.8 | ||||||||||||||||
The following table reconciles the total segments fund level fee revenue to the most directly comparable U.S. GAAP measure, the Company’s consolidated fund management fees, for the three and six months ended June 30, 2022 and 2021.
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||
| 2022 | 2021 | 2022 | 2021 | ||||||||||||||||||||
| (Dollars in millions) | |||||||||||||||||||||||
| Total Reportable Segments - Fund level fee revenues | $ | 593.5 | $ | 425.4 | $ | 1,108.4 | $ | 837.3 | |||||||||||||||
Adjustments (1) | (47.0) | (31.0) | (111.4) | (61.9) | |||||||||||||||||||
| Carlyle Consolidated - Fund management fees | $ | 546.5 | $ | 394.4 | $ | 997.0 | $ | 775.4 | |||||||||||||||
(1) Adjustments represent the reclassification of NGP management fees from principal investment income, the reclassification of fee related performance revenues from business development companies and other products, management fees earned from consolidated CLOs which were eliminated in consolidation to arrive at the Company’s fund management fees, and the reclassification of certain amounts included in portfolio advisory fees, net and other in the segment results that are included in interest and other income in the U.S. GAAP results.
(b)The Expenses adjustment represents the elimination of intercompany expenses of the Consolidated Funds payable to the Company, the inclusion of equity-based compensation, certain tax expenses associated with realized performance revenues related compensation, and unrealized performance revenues related compensation, adjustments related to expenses associated with the investment in NGP Management that are included in operating captions, adjustments to reflect the reimbursement of certain costs incurred on behalf of Carlyle funds on a net basis, changes in the tax receivable agreement liability, and charges and credits associated with Carlyle corporate actions and non-recurring items, as detailed below:
59
The Carlyle Group Inc.
Notes to the Condensed Consolidated Financial Statements
(Unaudited)
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||
| 2022 | 2021 | 2022 | 2021 | ||||||||||||||||||||
| (Dollars in millions) | |||||||||||||||||||||||
| Unrealized performance and fee related performance revenue compensation expense | $ | (58.6) | $ | 776.8 | $ | 173.6 | $ | 1,552.1 | |||||||||||||||
| Equity-based compensation | 48.3 | 50.3 | 89.0 | 85.2 | |||||||||||||||||||
| Acquisition or disposition-related charges (credits) and amortization of intangibles and impairment | 53.4 | 11.3 | 82.5 | 30.3 | |||||||||||||||||||
| Tax expense associated with certain foreign performance revenues related compensation | — | (3.7) | (0.7) | (9.6) | |||||||||||||||||||
| Non-controlling interests and other adjustments to present certain costs on a net basis | 11.8 | 17.4 | 28.3 | 37.3 | |||||||||||||||||||
| Right-of-use asset impairment | — | 26.8 | — | 26.8 | |||||||||||||||||||
| Other adjustments including severance | (2.3) | 2.0 | 2.3 | 4.0 | |||||||||||||||||||
| Elimination of expenses of Consolidated Funds | (10.3) | (7.7) | (20.4) | (21.8) | |||||||||||||||||||
| $ | 42.3 | $ | 873.2 | $ | 354.6 | $ | 1,704.3 | ||||||||||||||||
(c)The Other Income (Loss) adjustment results from the Consolidated Funds which were eliminated in consolidation to arrive at the Company’s total Other Income (Loss).
(d)The following table is a reconciliation of Income (Loss) Before Provision for Income Taxes to Distributable Earnings and to Fee Related Earnings:
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||
| 2022 | 2021 | 2022 | 2021 | ||||||||||||||||||||
| (Dollars in millions) | |||||||||||||||||||||||
| Income (loss) before provision for income taxes | $ | 299.7 | $ | 1,252.7 | $ | 1,042.4 | $ | 2,417.0 | |||||||||||||||
| Adjustments: | |||||||||||||||||||||||
| Net unrealized performance and fee related performance revenues | (70.8) | (844.0) | (537.4) | (1,690.4) | |||||||||||||||||||
| Unrealized principal investment (income) loss | 27.1 | (78.8) | 3.4 | (210.1) | |||||||||||||||||||
| Principal investment loss from dilution of indirect investment in Fortitude | 176.9 | — | 176.9 | — | |||||||||||||||||||
Equity-based compensation (1) | 48.3 | 50.3 | 89.0 | 85.2 | |||||||||||||||||||
| Acquisition or disposition-related charges (credits), including amortization of intangibles and impairment | 53.4 | 11.3 | 82.5 | 30.3 | |||||||||||||||||||
| Tax expense associated with certain foreign performance revenues | — | (3.4) | (0.8) | (9.4) | |||||||||||||||||||
| Net income attributable to non-controlling interests in consolidated entities | (3.5) | (21.5) | (26.7) | (43.1) | |||||||||||||||||||
| Right-of-use asset impairment | — | 26.8 | — | 26.8 | |||||||||||||||||||
| Other adjustments including severance | (2.3) | 2.0 | 2.3 | 4.0 | |||||||||||||||||||
| Distributable Earnings | $ | 528.8 | $ | 395.4 | $ | 831.6 | $ | 610.3 | |||||||||||||||
Realized performance revenues, net of related compensation (2) | 270.9 | 237.4 | 388.9 | 313.4 | |||||||||||||||||||
Realized principal investment income (2) | 43.8 | 37.8 | 70.1 | 67.8 | |||||||||||||||||||
| Net interest | 22.3 | 23.0 | 47.1 | 43.1 | |||||||||||||||||||
| Fee Related Earnings | $ | 236.4 | $ | 143.2 | $ | 419.7 | $ | 272.2 | |||||||||||||||
(1)Equity-based compensation for the three and six months ended June 30, 2022 and 2021 includes amounts that are presented in principal investment income and general, administrative and other expenses in the Company’s U.S. GAAP statement of operations.
(2)See reconciliation to most directly comparable U.S. GAAP measure below:
60
The Carlyle Group Inc.
Notes to the Condensed Consolidated Financial Statements
(Unaudited)
| Three Months Ended June 30, 2022 | |||||||||||||||||
| Carlyle Consolidated | Adjustments (3) | Total Reportable Segments | |||||||||||||||
| (Dollars in millions) | |||||||||||||||||
| Performance revenues | $ | 337.9 | $ | 182.0 | $ | 519.9 | |||||||||||
| Performance revenues related compensation expense | 207.0 | 42.0 | 249.0 | ||||||||||||||
| Net performance revenues | $ | 130.9 | $ | 140.0 | $ | 270.9 | |||||||||||
| Principal investment income (loss) | $ | 56.7 | $ | (12.9) | $ | 43.8 | |||||||||||
| Six Months Ended June 30, 2022 | |||||||||||||||||
| Carlyle Consolidated | Adjustments (3) | Total Reportable Segments | |||||||||||||||
| (Dollars in millions) | |||||||||||||||||
| Performance revenues | $ | 1,048.1 | $ | (291.9) | $ | 756.2 | |||||||||||
| Performance revenues related compensation expense | 577.7 | (210.4) | 367.3 | ||||||||||||||
| Net performance revenues | $ | 470.4 | $ | (81.5) | $ | 388.9 | |||||||||||
| Principal investment income (loss) | $ | 376.3 | $ | (306.2) | $ | 70.1 | |||||||||||
| Three Months Ended June 30, 2021 | |||||||||||||||||
| Carlyle Consolidated | Adjustments (3) | Total Reportable Segments | |||||||||||||||
| (Dollars in millions) | |||||||||||||||||
| Performance revenues | $ | 2,080.7 | $ | (1,626.7) | $ | 454.0 | |||||||||||
| Performance revenues related compensation expense | 994.0 | (777.4) | 216.6 | ||||||||||||||
| Net performance revenues | $ | 1,086.7 | $ | (849.3) | $ | 237.4 | |||||||||||
| Principal investment income (loss) | $ | 137.7 | $ | (99.9) | $ | 37.8 | |||||||||||
| Six Months Ended June 30, 2021 | |||||||||||||||||
| Carlyle Consolidated | Adjustments (3) | Total Reportable Segments | |||||||||||||||
| (Dollars in millions) | |||||||||||||||||
| Performance revenues | $ | 3,866.8 | $ | (3,244.4) | $ | 622.4 | |||||||||||
| Performance revenues related compensation expense | 1,860.6 | (1,551.6) | 309.0 | ||||||||||||||
| Net performance revenues | $ | 2,006.2 | $ | (1,692.8) | $ | 313.4 | |||||||||||
| Principal investment income (loss) | $ | 316.8 | $ | (249.0) | $ | 67.8 | |||||||||||
(3) Adjustments to performance revenues and principal investment income (loss) relate to (i) unrealized performance allocations net of related compensation expense and unrealized principal investment income, which are excluded from the segment results, (ii) amounts earned from the Consolidated Funds, which were eliminated in the U.S. GAAP consolidation but were included in the segment results, (iii) amounts attributable to non-controlling interests in consolidated entities, which were excluded from the segment results, (iv) the reclassification of NGP performance revenues, which are included in principal investment income in U.S. GAAP financial statements, (v) the reclassification of fee related performance revenues, which are included in fund level fee revenues in the segment results, and (vi) the reclassification of tax expenses associated with certain foreign performance revenues. Adjustments to principal investment income (loss) also include the reclassification of earnings for the investments in NGP Management and its affiliates to the appropriate operating captions for the segment results, the exclusion of charges associated with the investment in NGP Management and its affiliates that are excluded from the segment results and the exclusion of the principal investment loss from dilution of the indirect investment in Fortitude.
61
The Carlyle Group Inc.
Notes to the Condensed Consolidated Financial Statements
(Unaudited)
(e) The Total Assets adjustment represents the addition of the assets of the Consolidated Funds that were eliminated in consolidation to arrive at the Company’s total assets.
18. Subsequent Events
Dividends
In July 2022, the Company’s Board of Directors declared a quarterly dividend of $0.325 per share of common stock to common stockholders of record at the close of business on August 9, 2022, payable on August 16, 2022.
62
The Carlyle Group Inc.
Notes to the Condensed Consolidated Financial Statements
(Unaudited)
19. Supplemental Financial Information
The following supplemental financial information illustrates the consolidating effects of the Consolidated Funds on the Company’s financial position as of June 30, 2022 and December 31, 2021 and results of operations for the three and six months ended June 30, 2022 and 2021. The supplemental statement of cash flows is presented without effects of the Consolidated Funds.
| As of June 30, 2022 | |||||||||||||||||||||||
| Consolidated Operating Entities | Consolidated Funds | Eliminations | Consolidated | ||||||||||||||||||||
| (Dollars in millions) | |||||||||||||||||||||||
| Assets | |||||||||||||||||||||||
| Cash and cash equivalents | $ | 1,308.9 | $ | — | $ | — | $ | 1,308.9 | |||||||||||||||
| Cash and cash equivalents held at Consolidated Funds | — | 230.7 | — | 230.7 | |||||||||||||||||||
| Restricted cash | 0.9 | — | — | 0.9 | |||||||||||||||||||
Investments, including performance allocations of $8,046.7 million | 11,652.1 | — | (141.8) | 11,510.3 | |||||||||||||||||||
| Investments of Consolidated Funds | — | 6,418.2 | — | 6,418.2 | |||||||||||||||||||
| Due from affiliates and other receivables, net | 496.8 | — | (5.6) | 491.2 | |||||||||||||||||||
| Due from affiliates and other receivables of Consolidated Funds, net | — | 119.4 | — | 119.4 | |||||||||||||||||||
| Fixed assets, net | 138.4 | — | — | 138.4 | |||||||||||||||||||
| Lease right-of-use assets, net | 340.6 | — | — | 340.6 | |||||||||||||||||||
| Deposits and other | 65.1 | 0.3 | — | 65.4 | |||||||||||||||||||
| Intangible assets, net | 784.4 | — | — | 784.4 | |||||||||||||||||||
| Deferred tax assets | 16.5 | — | — | 16.5 | |||||||||||||||||||
| Total assets | $ | 14,803.7 | $ | 6,768.6 | $ | (147.4) | $ | 21,424.9 | |||||||||||||||
| Liabilities and equity | |||||||||||||||||||||||
| Debt obligations | $ | 2,239.1 | $ | — | $ | — | $ | 2,239.1 | |||||||||||||||
| Loans payable of Consolidated Funds | — | 5,757.8 | — | 5,757.8 | |||||||||||||||||||
| Accounts payable, accrued expenses and other liabilities | 315.0 | — | — | 315.0 | |||||||||||||||||||
| Accrued compensation and benefits | 4,551.8 | — | — | 4,551.8 | |||||||||||||||||||
| Due to affiliates | 333.6 | — | — | 333.6 | |||||||||||||||||||
| Deferred revenue | 104.8 | — | — | 104.8 | |||||||||||||||||||
| Deferred tax liabilities | 525.4 | — | — | 525.4 | |||||||||||||||||||
| Other liabilities of Consolidated Funds | — | 613.5 | — | 613.5 | |||||||||||||||||||
| Lease liabilities | 510.7 | — | — | 510.7 | |||||||||||||||||||
| Accrued giveback obligations | 40.9 | — | — | 40.9 | |||||||||||||||||||
| Total liabilities | 8,621.3 | 6,371.3 | — | 14,992.6 | |||||||||||||||||||
| Common stock | 3.6 | — | — | 3.6 | |||||||||||||||||||
| Additional paid-in capital | 3,033.6 | 159.9 | (159.9) | 3,033.6 | |||||||||||||||||||
| Retained earnings | 3,309.9 | — | — | 3,309.9 | |||||||||||||||||||
| Accumulated other comprehensive loss | (358.6) | (14.7) | 12.5 | (360.8) | |||||||||||||||||||
| Non-controlling interests in consolidated entities | 193.9 | 252.1 | — | 446.0 | |||||||||||||||||||
| Total equity | 6,182.4 | 397.3 | (147.4) | 6,432.3 | |||||||||||||||||||
| Total liabilities and equity | $ | 14,803.7 | $ | 6,768.6 | $ | (147.4) | $ | 21,424.9 | |||||||||||||||
63
The Carlyle Group Inc.
Notes to the Condensed Consolidated Financial Statements
(Unaudited)
| As of December 31, 2021 | |||||||||||||||||||||||
| Consolidated Operating Entities | Consolidated Funds | Eliminations | Consolidated | ||||||||||||||||||||
| (Dollars in millions) | |||||||||||||||||||||||
| Assets | |||||||||||||||||||||||
| Cash and cash equivalents | $ | 2,469.5 | $ | — | $ | — | $ | 2,469.5 | |||||||||||||||
| Cash and cash equivalents held at Consolidated Funds | — | 147.8 | — | 147.8 | |||||||||||||||||||
| Restricted cash | 5.6 | — | — | 5.6 | |||||||||||||||||||
Investments, including performance allocations of $8,133.0 million | 11,022.5 | — | (190.5) | 10,832.0 | |||||||||||||||||||
| Investments of Consolidated Funds | — | 6,661.0 | — | 6,661.0 | |||||||||||||||||||
| Due from affiliates and other receivables, net | 384.9 | — | (5.3) | 379.6 | |||||||||||||||||||
| Due from affiliates and other receivables of Consolidated Funds, net | — | 138.8 | — | 138.8 | |||||||||||||||||||
| Fixed assets, net | 143.9 | — | — | 143.9 | |||||||||||||||||||
| Lease right-of-use assets, net | 361.1 | — | — | 361.1 | |||||||||||||||||||
| Deposits and other | 61.3 | 0.4 | — | 61.7 | |||||||||||||||||||
| Intangible assets, net | 34.9 | — | — | 34.9 | |||||||||||||||||||
| Deferred tax assets | 14.5 | — | — | 14.5 | |||||||||||||||||||
| Total assets | $ | 14,498.2 | $ | 6,948.0 | $ | (195.8) | $ | 21,250.4 | |||||||||||||||
| Liabilities and equity | |||||||||||||||||||||||
| Debt obligations | $ | 2,071.6 | $ | — | $ | — | $ | 2,071.6 | |||||||||||||||
| Loans payable of Consolidated Funds | — | 5,890.0 | — | 5,890.0 | |||||||||||||||||||
| Accounts payable, accrued expenses and other liabilities | 379.7 | — | — | 379.7 | |||||||||||||||||||
| Accrued compensation and benefits | 4,955.0 | — | — | 4,955.0 | |||||||||||||||||||
| Due to affiliates | 388.1 | — | — | 388.1 | |||||||||||||||||||
| Deferred revenue | 120.8 | — | — | 120.8 | |||||||||||||||||||
| Deferred tax liabilities | 487.1 | — | — | 487.1 | |||||||||||||||||||
| Other liabilities of Consolidated Funds | — | 684.0 | (0.1) | 683.9 | |||||||||||||||||||
| Lease liabilities | 537.8 | — | — | 537.8 | |||||||||||||||||||
| Accrued giveback obligations | 30.2 | — | — | 30.2 | |||||||||||||||||||
| Total liabilities | 8,970.3 | 6,574.0 | (0.1) | 15,544.2 | |||||||||||||||||||
| Common stock | 3.6 | — | — | 3.6 | |||||||||||||||||||
| Additional paid-in capital | 2,717.6 | 198.6 | (198.6) | 2,717.6 | |||||||||||||||||||
| Retained earnings | 2,805.3 | — | — | 2,805.3 | |||||||||||||||||||
| Accumulated other comprehensive income (loss) | (245.7) | (4.7) | 2.9 | (247.5) | |||||||||||||||||||
| Non-controlling interests in consolidated entities | 247.1 | 180.1 | — | 427.2 | |||||||||||||||||||
| Total equity | 5,527.9 | 374.0 | (195.7) | 5,706.2 | |||||||||||||||||||
| Total liabilities and equity | $ | 14,498.2 | $ | 6,948.0 | $ | (195.8) | $ | 21,250.4 | |||||||||||||||
64
The Carlyle Group Inc.
Notes to the Condensed Consolidated Financial Statements
(Unaudited)
| Three Months Ended June 30, 2022 | |||||||||||||||||||||||
| Consolidated Operating Entities | Consolidated Funds | Eliminations | Consolidated | ||||||||||||||||||||
| (Dollars in millions) | |||||||||||||||||||||||
| Revenues | |||||||||||||||||||||||
| Fund management fees | $ | 553.0 | $ | — | $ | (6.5) | $ | 546.5 | |||||||||||||||
| Incentive fees | 13.5 | — | — | 13.5 | |||||||||||||||||||
| Investment income | |||||||||||||||||||||||
| Performance allocations | 342.7 | — | (4.8) | 337.9 | |||||||||||||||||||
| Principal investment income | 34.0 | — | 22.7 | 56.7 | |||||||||||||||||||
| Total investment income | 376.7 | — | 17.9 | 394.6 | |||||||||||||||||||
| Interest and other income | 36.9 | — | (5.7) | 31.2 | |||||||||||||||||||
| Interest and other income of Consolidated Funds | — | 63.2 | — | 63.2 | |||||||||||||||||||
| Total revenues | 980.1 | 63.2 | 5.7 | 1,049.0 | |||||||||||||||||||
| Expenses | |||||||||||||||||||||||
| Compensation and benefits | |||||||||||||||||||||||
| Cash-based compensation and benefits | 274.0 | — | — | 274.0 | |||||||||||||||||||
| Equity-based compensation | 45.4 | — | — | 45.4 | |||||||||||||||||||
| Performance allocations and incentive fee related compensation | 207.0 | — | — | 207.0 | |||||||||||||||||||
| Total compensation and benefits | 526.4 | — | — | 526.4 | |||||||||||||||||||
| General, administrative and other expenses | 131.5 | — | 0.2 | 131.7 | |||||||||||||||||||
| Interest | 26.9 | — | — | 26.9 | |||||||||||||||||||
| Interest and other expenses of Consolidated Funds | — | 51.1 | (10.5) | 40.6 | |||||||||||||||||||
| Other non-operating expense | 0.2 | — | — | 0.2 | |||||||||||||||||||
| Total expenses | 685.0 | 51.1 | (10.3) | 725.8 | |||||||||||||||||||
| Other income | |||||||||||||||||||||||
| Net investment loss of Consolidated Funds | — | (23.5) | — | (23.5) | |||||||||||||||||||
| Income before provision for income taxes | 295.1 | (11.4) | 16.0 | 299.7 | |||||||||||||||||||
| Provision for income taxes | 50.8 | — | — | 50.8 | |||||||||||||||||||
| Net income | 244.3 | (11.4) | 16.0 | 248.9 | |||||||||||||||||||
| Net income attributable to non-controlling interests in consolidated entities | (1.1) | — | 4.6 | 3.5 | |||||||||||||||||||
| Net income attributable to The Carlyle Group Inc. | $ | 245.4 | $ | (11.4) | $ | 11.4 | $ | 245.4 | |||||||||||||||
65
The Carlyle Group Inc.
Notes to the Condensed Consolidated Financial Statements
(Unaudited)
| Six Months Ended June 30, 2022 | |||||||||||||||||||||||
| Consolidated Operating Entities | Consolidated Funds | Eliminations | Consolidated | ||||||||||||||||||||
| (Dollars in millions) | |||||||||||||||||||||||
| Revenues | |||||||||||||||||||||||
| Fund management fees | $ | 1,009.9 | $ | — | $ | (12.9) | $ | 997.0 | |||||||||||||||
| Incentive fees | 27.5 | — | — | 27.5 | |||||||||||||||||||
| Investment income | |||||||||||||||||||||||
| Performance allocations | 1,052.9 | — | (4.8) | 1,048.1 | |||||||||||||||||||
| Principal investment income | 336.3 | — | 40.0 | 376.3 | |||||||||||||||||||
| Total investment income | 1,389.2 | — | 35.2 | 1,424.4 | |||||||||||||||||||
| Interest and other income | 70.2 | — | (13.2) | 57.0 | |||||||||||||||||||
| Interest and other income of Consolidated Funds | — | 124.9 | — | 124.9 | |||||||||||||||||||
| Total revenues | 2,496.8 | 124.9 | 9.1 | 2,630.8 | |||||||||||||||||||
| Expenses | |||||||||||||||||||||||
| Compensation and benefits | |||||||||||||||||||||||
| Cash-based compensation and benefits | 528.3 | — | — | 528.3 | |||||||||||||||||||
| Equity-based compensation | 85.1 | — | — | 85.1 | |||||||||||||||||||
| Performance allocations and incentive fee related compensation | 577.7 | — | — | 577.7 | |||||||||||||||||||
| Total compensation and benefits | 1,191.1 | — | — | 1,191.1 | |||||||||||||||||||
| General, administrative and other expenses | 237.8 | — | 0.2 | 238.0 | |||||||||||||||||||
| Interest | 54.7 | — | — | 54.7 | |||||||||||||||||||
| Interest and other expenses of Consolidated Funds | — | 104.0 | (20.6) | 83.4 | |||||||||||||||||||
| Other non-operating expense | 0.5 | — | — | 0.5 | |||||||||||||||||||
| Total expenses | 1,484.1 | 104.0 | (20.4) | 1,567.7 | |||||||||||||||||||
| Other income | |||||||||||||||||||||||
| Net investment gain of Consolidated Funds | — | (20.7) | — | (20.7) | |||||||||||||||||||
| Income before provision for income taxes | 1,012.7 | 0.2 | 29.5 | 1,042.4 | |||||||||||||||||||
| Provision for income taxes | 198.7 | — | — | 198.7 | |||||||||||||||||||
| Net income | 814.0 | 0.2 | 29.5 | 843.7 | |||||||||||||||||||
| Net income attributable to non-controlling interests in consolidated entities | (3.0) | — | 29.7 | 26.7 | |||||||||||||||||||
| Net income attributable to The Carlyle Group Inc. | $ | 817.0 | $ | 0.2 | $ | (0.2) | $ | 817.0 | |||||||||||||||
66
The Carlyle Group Inc.
Notes to the Condensed Consolidated Financial Statements
(Unaudited)
| Three Months Ended June 30, 2021 | |||||||||||||||||||||||
| Consolidated Operating Entities | Consolidated Funds | Eliminations | Consolidated | ||||||||||||||||||||
| (Dollars in millions) | |||||||||||||||||||||||
| Revenues | |||||||||||||||||||||||
| Fund management fees | $ | 400.4 | $ | — | $ | (6.0) | $ | 394.4 | |||||||||||||||
| Incentive fees | 10.4 | — | — | 10.4 | |||||||||||||||||||
| Investment income | |||||||||||||||||||||||
| Performance allocations | 2,080.7 | — | — | 2,080.7 | |||||||||||||||||||
| Principal investment income | 139.5 | — | (1.8) | 137.7 | |||||||||||||||||||
| Total investment income | 2,220.2 | — | (1.8) | 2,218.4 | |||||||||||||||||||
| Interest and other income | 25.9 | — | (4.9) | 21.0 | |||||||||||||||||||
| Interest and other income of Consolidated Funds | — | 62.1 | — | 62.1 | |||||||||||||||||||
| Total revenues | 2,656.9 | 62.1 | (12.7) | 2,706.3 | |||||||||||||||||||
| Expenses | |||||||||||||||||||||||
| Compensation and benefits | |||||||||||||||||||||||
| Cash-based compensation and benefits | 231.8 | — | — | 231.8 | |||||||||||||||||||
| Equity-based compensation | 47.2 | — | — | 47.2 | |||||||||||||||||||
| Performance allocations and incentive fee related compensation | 994.0 | — | — | 994.0 | |||||||||||||||||||
| Total compensation and benefits | 1,273.0 | — | — | 1,273.0 | |||||||||||||||||||
| General, administrative and other expenses | 109.1 | — | — | 109.1 | |||||||||||||||||||
| Interest | 25.5 | — | — | 25.5 | |||||||||||||||||||
| Interest and other expenses of Consolidated Funds | — | 54.2 | (7.7) | 46.5 | |||||||||||||||||||
| Other non-operating income | (3.1) | — | — | (3.1) | |||||||||||||||||||
| Total expenses | 1,404.5 | 54.2 | (7.7) | 1,451.0 | |||||||||||||||||||
| Other income | |||||||||||||||||||||||
| Net investment loss of Consolidated Funds | — | (2.6) | — | (2.6) | |||||||||||||||||||
| Income before provision for income taxes | 1,252.4 | 5.3 | (5.0) | 1,252.7 | |||||||||||||||||||
| Provision for income taxes | 306.2 | — | — | 306.2 | |||||||||||||||||||
| Net income | 946.2 | 5.3 | (5.0) | 946.5 | |||||||||||||||||||
| Net income attributable to non-controlling interests in consolidated entities | 21.2 | — | 0.3 | 21.5 | |||||||||||||||||||
| Net income attributable to The Carlyle Group Inc. | 925.0 | 5.3 | (5.3) | 925.0 | |||||||||||||||||||
67
The Carlyle Group Inc.
Notes to the Condensed Consolidated Financial Statements
(Unaudited)
| Six Months Ended June 30, 2021 | |||||||||||||||||||||||
| Consolidated Operating Entities | Consolidated Funds | Eliminations | Consolidated | ||||||||||||||||||||
| (Dollars in millions) | |||||||||||||||||||||||
| Revenues | |||||||||||||||||||||||
| Fund management fees | $ | 787.2 | $ | — | $ | (11.8) | $ | 775.4 | |||||||||||||||
| Incentive fees | 19.9 | — | — | 19.9 | |||||||||||||||||||
| Investment income | |||||||||||||||||||||||
| Performance allocations | 3,866.8 | — | — | 3,866.8 | |||||||||||||||||||
| Principal investment income | 337.9 | — | (21.1) | 316.8 | |||||||||||||||||||
| Total investment income | 4,204.7 | — | (21.1) | 4,183.6 | |||||||||||||||||||
| Interest and other income | 52.3 | — | (10.9) | 41.4 | |||||||||||||||||||
| Interest and other income of Consolidated Funds | — | 123.2 | — | 123.2 | |||||||||||||||||||
| Total revenues | 5,064.1 | 123.2 | (43.8) | 5,143.5 | |||||||||||||||||||
| Expenses | |||||||||||||||||||||||
| Compensation and benefits | |||||||||||||||||||||||
| Cash-based compensation and benefits | 460.3 | — | — | 460.3 | |||||||||||||||||||
| Equity-based compensation | 79.6 | — | — | 79.6 | |||||||||||||||||||
| Performance allocations and incentive fee related compensation | 1,860.6 | — | — | 1,860.6 | |||||||||||||||||||
| Total compensation and benefits | 2,400.5 | — | — | 2,400.5 | |||||||||||||||||||
| General, administrative and other expenses | 200.8 | — | — | 200.8 | |||||||||||||||||||
| Interest | 48.5 | — | — | 48.5 | |||||||||||||||||||
| Interest and other expenses of Consolidated Funds | — | 110.7 | (21.8) | 88.9 | |||||||||||||||||||
| Other non-operating income | (2.5) | — | — | (2.5) | |||||||||||||||||||
| Total expenses | 2,647.3 | 110.7 | (21.8) | 2,736.2 | |||||||||||||||||||
| Other income | |||||||||||||||||||||||
| Net investment gain of Consolidated Funds | — | 9.7 | — | 9.7 | |||||||||||||||||||
| Income before provision for income taxes | 2,416.8 | 22.2 | (22.0) | 2,417.0 | |||||||||||||||||||
| Provision for income taxes | 579.6 | — | — | 579.6 | |||||||||||||||||||
| Net income | 1,837.2 | 22.2 | (22.0) | 1,837.4 | |||||||||||||||||||
| Net income attributable to non-controlling interests in consolidated entities | 42.9 | — | 0.2 | 43.1 | |||||||||||||||||||
| Net income attributable to The Carlyle Group Inc. | 1,794.3 | 22.2 | (22.2) | 1,794.3 | |||||||||||||||||||
68
The Carlyle Group Inc.
Notes to the Condensed Consolidated Financial Statements
(Unaudited)
| Six Months Ended June 30, | |||||||||||
| 2022 | 2021 | ||||||||||
| (Dollars in millions) | |||||||||||
| Cash flows from operating activities | |||||||||||
| Net income | $ | 814.0 | $ | 1,837.2 | |||||||
| Adjustments to reconcile net income to net cash flows from operating activities: | |||||||||||
| Depreciation and amortization | 59.9 | 26.8 | |||||||||
| Right-of-use asset impairment, net of broker fees | — | 24.8 | |||||||||
| Equity-based compensation | 85.1 | 79.6 | |||||||||
| Non-cash performance allocations and incentive fees | (94.6) | (1,703.9) | |||||||||
| Non-cash principal investment income | (318.4) | (313.3) | |||||||||
| Other non-cash amounts | (11.9) | 5.5 | |||||||||
| Purchases of investments | (470.3) | (161.3) | |||||||||
| Proceeds from the sale of investments | 298.2 | 418.5 | |||||||||
| Payments of contingent consideration | (5.7) | (49.9) | |||||||||
| Change in deferred taxes, net | 55.9 | 481.9 | |||||||||
| Change in due from affiliates and other receivables | (64.8) | (14.8) | |||||||||
| Change in deposits and other | (7.1) | (26.6) | |||||||||
| Change in accounts payable, accrued expenses and other liabilities | (67.2) | 25.4 | |||||||||
| Change in accrued compensation and benefits | (372.1) | (113.9) | |||||||||
| Change in due to affiliates | 2.8 | 24.5 | |||||||||
| Change in lease right-of-use asset and lease liability | (4.6) | 4.6 | |||||||||
| Change in deferred revenue | (12.9) | 35.6 | |||||||||
| Net cash provided by (used in) operating activities | (113.7) | 580.7 | |||||||||
| Cash flows from investing activities | |||||||||||
| Purchases of fixed assets, net | (17.4) | (17.6) | |||||||||
| Purchase of CBAM intangibles and investments, net | (618.4) | — | |||||||||
| Proceeds from sale of MRE, net of cash sold | — | 5.9 | |||||||||
| Net cash used in investing activities | (635.8) | (11.7) | |||||||||
| Cash flows from financing activities | |||||||||||
Issuance of 4.625% subordinated notes due 2061, net of financing costs | — | 484.2 | |||||||||
| Payments on CLO borrowings | (9.0) | (229.4) | |||||||||
| Proceeds from CLO borrowings, net of financing costs | 41.1 | 87.6 | |||||||||
| Dividends to common stockholders | (207.1) | (177.4) | |||||||||
| Payment of deferred consideration for Carlyle Holdings units | (68.8) | (68.8) | |||||||||
| Contributions from non-controlling interest holders | 4.4 | 7.4 | |||||||||
| Distributions to non-controlling interest holders | (36.6) | (22.9) | |||||||||
| Common shares issued for performance allocations | 36.5 | — | |||||||||
| Common shares repurchased | (105.3) | (25.0) | |||||||||
| Change in due to/from affiliates financing activities | (27.8) | 12.8 | |||||||||
| Net cash provided by (used in) financing activities | (372.6) | 68.5 | |||||||||
| Effect of foreign exchange rate changes | (43.2) | (9.9) | |||||||||
| Increase (decrease) in cash, cash equivalents and restricted cash | (1,165.3) | 627.6 | |||||||||
| Cash, cash equivalents and restricted cash, beginning of period | 2,475.1 | 989.6 | |||||||||
| Cash, cash equivalents and restricted cash, end of period | $ | 1,309.8 | $ | 1,617.2 | |||||||
| Supplemental non-cash disclosures | |||||||||||
| Issuance of common shares related to the acquisition of CBAM intangibles and investments | $ | 194.5 | $ | — | |||||||
| Reconciliation of cash, cash equivalents and restricted cash, end of period: | |||||||||||
| Cash and cash equivalents | $ | 1,308.9 | $ | 1,586.2 | |||||||
| Restricted cash | 0.9 | 31.0 | |||||||||
| Total cash, cash equivalents and restricted cash, end of period | $ | 1,309.8 | $ | 1,617.2 | |||||||
| Cash and cash equivalents held at Consolidated Funds | $ | 230.7 | $ | 187.5 | |||||||
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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
The following discussion analyzes the financial condition and results of operations of The Carlyle Group Inc. (the “Company”). Such analysis should be read in conjunction with the consolidated financial statements and the related notes included in this Quarterly Report on Form 10-Q and the Annual Report on Form 10-K for the year ended December 31, 2021.
Overview
We conduct our operations through three reportable segments: Global Private Equity, Global Credit, and Global Investment Solutions.
•Global Private Equity — Our Global Private Equity segment advises our buyout, middle market and growth capital funds, our U.S. and internationally focused real estate funds, our infrastructure and natural resources funds, and our Legacy Energy funds (as defined below). The segment also includes the NGP Predecessor Funds and NGP Carry Funds advised by NGP. As of June 30, 2022, our Global Private Equity segment had $167 billion in AUM and $106 billion in Fee-earning AUM.
•Global Credit — Our Global Credit segment advises funds and vehicles that pursue investment strategies including loans and structured credit, direct lending, opportunistic credit, distressed credit, aircraft financing and servicing, infrastructure debt, insurance solutions and global capital markets. As of June 30, 2022, our Global Credit segment had $143 billion in AUM and $116 billion in Fee-earning AUM.
•Global Investment Solutions — Our Global Investment Solutions segment advises fund of funds programs and related co-investment and secondary activities. As of June 30, 2022, our Global Investment Solutions segment had $66 billion in AUM and $38 billion in Fee-earning AUM. Our Investment Solutions segment also included Metropolitan Real Estate (“MRE”) prior to its sale on April 1, 2021.
We earn management fees pursuant to contractual arrangements with the investment funds that we manage and fees for transaction advisory and oversight services provided to portfolio companies of these funds. We also typically receive a performance fee from an investment fund, which may be either an incentive fee or a special residual allocation of income, which we refer to as a performance allocation, or carried interest, in the event that specified investment returns are achieved by the fund. Under U.S. generally accepted accounting principles (“U.S. GAAP”), we are required to consolidate some of the investment funds that we advise. However, for segment reporting purposes, we present revenues and expenses on a basis that deconsolidates these investment funds. Accordingly, our segment revenues primarily consist of fund management and related transaction and portfolio advisory fees and other income, realized performance revenues (consisting of incentive fees and performance allocations), realized principal investment income, including realized gains on our investments in our funds and other trading securities, as well as interest income. Our segment expenses primarily consist of cash compensation and benefits expenses, including salaries, bonuses, and realized performance payment arrangements, and general and administrative expenses. While our segment expenses include depreciation and interest expense, our segment expenses exclude acquisition and disposition related charges and amortization of intangibles and impairment. Refer to Note 17 to the unaudited condensed consolidated financial statements included in this Quarterly Report on Form 10-Q for more information on the differences between our financial results reported pursuant to U.S. GAAP and our financial results for segment reporting purposes.
Our Family of Funds
The following chart presents the name (acronym), total capital commitments (in the case of our carry funds, structured credit funds, and the NGP Predecessor Funds), assets under management (open-end products and non-carry Aviation vehicles), gross assets (in the case of our BDCs) and vintage year of the active funds in each of our segments, as of June 30, 2022. We present total capital commitments (as opposed to assets under management) for our closed-end investment funds because we believe this metric provides the most useful information regarding the relative size and scale of such funds. In the case of our products which are open-ended and accordingly do not have committed capital, we generally believe the most useful metric regarding relative size and scale is assets under management.
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Global Private Equity1 | Global Credit | ||||||||||||||||||||||||||||
| Corporate Private Equity | Real Estate Carry Funds | Liquid Credit | |||||||||||||||||||||||||||
| Carlyle Partners (U.S.) | Carlyle Realty Partners (U.S.) | Cash CLOs | |||||||||||||||||||||||||||
| CP VIII | $13.6 bn | 2021 | CRP IX | $8.0 bn | 2021 | U.S. | $38.5 bn | 2012-2022 | |||||||||||||||||||||
| CP VII | $18.5 bn | 2018 | CRP VIII | $5.5 bn | 2017 | Europe | €10.0 bn | 2013-2022 | |||||||||||||||||||||
| CP VI | $13.0 bn | 2014 | CRP VII | $4.2 bn | 2014 | Structured Credit Funds | |||||||||||||||||||||||
| CP V | $13.7 bn | 2007 | CRP VI | $2.3 bn | 2011 | CREV II | $0.2 bn | 2022 | |||||||||||||||||||||
| Global Financial Services Partners | CRP V | $3.0 bn | 2006 | CREV | $0.5 bn | 2020 | |||||||||||||||||||||||
| CGFSP III | $1.0 bn | 2018 | CRP IV | $1.0 bn | 2005 | CSC | $0.8 bn | 2017 | |||||||||||||||||||||
| CGFSP II | $1.0 bn | 2013 | Core Plus Real Estate (U.S.) | Illiquid Credit | |||||||||||||||||||||||||
| Carlyle Europe Partners | CPI4 | $8.0 bn | 2016 | Business Development Companies3 | |||||||||||||||||||||||||
| CEP V | €6.4 bn | 2018 | International Real Estate | Carlyle Secured Lending III | $0.2 bn | 2022 | |||||||||||||||||||||||
| CEP IV | €3.8 bn | 2014 | CER II | €0.4 bn | 2021 | Carlyle Credit Solutions7 | $2.1 bn | 2017 | |||||||||||||||||||||
| CEP III | €5.3 bn | 2007 | CER I | €0.5 bn | 2017 | Carlyle Secured Lending8 | $2.0 bn | 2013 | |||||||||||||||||||||
| CEP II | €1.8 bn | 2003 | CEREP III | €2.2 bn | 2007 | Middle Market CLOs | |||||||||||||||||||||||
| Carlyle Asia Partners | Infrastructure & Natural Resources Funds | U.S | $1.4 bn | 2017-2022 | |||||||||||||||||||||||||
| CAP V | $6.6 bn | 2018 | Opportunistic Credit Carry Funds | ||||||||||||||||||||||||||
| CBPF II | RMB 2.0 bn | 2017 | NGP Energy Carry Funds | CCOF II | $4.4 bn | 2020 | |||||||||||||||||||||||
| CAP IV | $3.9 bn | 2014 | NGP XII | $4.3 bn | 2017 | CCOF I | $2.4 bn | 2017 | |||||||||||||||||||||
| CAP III | $2.6 bn | 2008 | NGP XI | $5.3 bn | 2014 | Distressed Credit Carry Funds | |||||||||||||||||||||||
| Carlyle Japan Partners | NGP X | $3.6 bn | 2012 | CSP IV | $2.5 bn | 2016 | |||||||||||||||||||||||
| CJP IV | ¥258.0 bn | 2020 | Other NGP Carry Funds | CSP III | $0.7 bn | 2011 | |||||||||||||||||||||||
| CJP III | ¥119.5 bn | 2013 | NGP ETP IV | $0.4 bn | 2022 | CSP II | $1.4 bn | 2007 | |||||||||||||||||||||
| Carlyle Global Partners | NGP Minerals II | $0.3 bn | 2022 | Real Assets Credit | |||||||||||||||||||||||||
| CGP II | $1.8 bn | 2020 | NGP Minerals | $0.3 bn | 2020 | Infrastructure Credit Carry Fund | |||||||||||||||||||||||
| CGP I | $3.6 bn | 2015 | NGP GAP | $0.4 bn | 2014 | CICF | $0.6 bn | 2021 | |||||||||||||||||||||
| Carlyle MENA Partners | NGP Predecessor Funds | Real Estate Credit Carry Fund | |||||||||||||||||||||||||||
| MENA I | $0.5 bn | 2008 | Various2 | $5.7 bn | 2007-2008 | CNLI9 | $0.5 bn | 2022 | |||||||||||||||||||||
| Carlyle South American Buyout Fund | International Energy Carry Funds | Energy Credit Carry Funds | |||||||||||||||||||||||||||
| CSABF I | $0.8 bn | 2009 | CIEP II | $2.3 bn | 2019 | CEMOF II | $2.8 bn | 2015 | |||||||||||||||||||||
| Carlyle Sub-Saharan Africa Fund | CIEP I | $2.5 bn | 2013 | CEMOF I | $1.4 bn | 2011 | |||||||||||||||||||||||
| CSSAF I | $0.7 bn | 2012 | Infrastructure Funds | Carlyle Aviation Partners | |||||||||||||||||||||||||
| Carlyle Peru Fund | CRSEF II | $0.3 bn | 2022 | SASOF V | $1.0 bn | 2020 | |||||||||||||||||||||||
| CPF I | $0.3 bn | 2012 | CRSEF | $0.7 bn | 2019 | SASOF IV | $1.0 bn | 2018 | |||||||||||||||||||||
| Carlyle U.S. Venture/Growth Partners | CGIOF | $2.2 bn | 2019 | SASOF III | $0.8 bn | 2015 | |||||||||||||||||||||||
| CP Growth | $1.1 bn | 2021 | CPP II | $1.5 bn | 2014 | CALF | $0.7 bn | 2021 | |||||||||||||||||||||
| CEOF II | $2.4 bn | 2015 | CPOCP | $0.5 bn | 2013 | Securitization Vehicles4 | $5.3 bn | Various | |||||||||||||||||||||
| CEOF I | $1.1 bn | 2011 | 8 Other Vehicles4 | $4.2 bn | Various | ||||||||||||||||||||||||
| CVP II | $0.6 bn | 2001 | Other Credit | ||||||||||||||||||||||||||
| Carlyle Europe Technology Partners | Fortitude5 | $53.7 bn | 2020 | ||||||||||||||||||||||||||
| CETP V | €2.4 bn | 2022 | CTAC3 | $1.7 bn | 2018 | ||||||||||||||||||||||||
| CETP IV | €1.4 bn | 2019 | |||||||||||||||||||||||||||
| CETP III | €0.7 bn | 2014 | Global Investment Solutions6 | ||||||||||||||||||||||||||
| Carlyle Asia Venture/Growth Partners | AlpInvest | ||||||||||||||||||||||||||||
| CAP Growth II | $0.9 bn | 2021 | Fund of Private Equity Funds | ||||||||||||||||||||||||||
| CAP Growth I | $0.3 bn | 2017 | 136 vehicles | €52.4 bn | 2000-2022 | ||||||||||||||||||||||||
| CAGP IV | $1.0 bn | 2008 | Secondary Investments | ||||||||||||||||||||||||||
| Carlyle Cardinal Ireland | 108 vehicles | €27.1 bn | 2002-2022 | ||||||||||||||||||||||||||
| CCI | €0.3 bn | 2014 | Co-Investments | ||||||||||||||||||||||||||
| 91 vehicles | €21.5 bn | 2002-2022 | |||||||||||||||||||||||||||
Note: All amounts shown represent total capital commitments as of June 30, 2022 unless otherwise noted. Certain of our recent vintage funds are currently in fundraising and total capital commitments are subject to change. In addition, certain carry funds included herein may be disclosed which are not included in fund performance if they have not made an initial capital call or commenced investment activity. The NGP funds are advised by NGP Energy Capital Management, LLC, a separately registered investment adviser. We do not control NGP, and we do not serve as an investment adviser to the NGP funds.
(1)Global Private Equity also includes funds which we jointly advise with Riverstone Holdings L.L.C. (the “Legacy Energy funds”). The impact of these funds is no longer significant to our results of operations.
(2)Includes NGP M&R, NGP ETP II, and NGP IX, on which we are not entitled to a share of carried interest.
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(3)Amounts represent gross assets plus any available capital as of June 30, 2022.
(4)Amounts represent Total AUM as of June 30, 2022.
(5)Includes Carlyle FRL, capital raised from a strategic third-party investor which directly invests in Fortitude alongside Carlyle FRL, as well as the fair value of the general account assets covered by the strategic advisory services agreement with Fortitude.
(6)On April 1, 2021, we completed the sale of our interest in Metropolitan Real Estate.
(7)Carlyle Credit Solutions, Inc., which was renamed from TCG BDC II, Inc. in March 2022.
(8)Carlyle Secured Lending, Inc., which was renamed from TCG BDC, Inc. in April 2022.
(9)Excludes $0.3 billion in capital commitments to CNLI made by a Carlyle-affiliated fund, as well as Carlyle’s strategic investment of $0.2 billion.
Trends Affecting our Business
The second quarter of 2022 was characterized by continued volatility in the markets, weakening U.S. fundamentals, rising risks in Europe and sharp contraction in Asia, in particular China. The U.S. economy shrank slightly in the second quarter of 2022 on sharp decline in domestic investment. In June, consumer prices rose 9.1% from a year earlier, and outpaced wage growth by 3.4 percentage points. The effect on the American consumer of higher prices, lagging wage growth, and the resulting decline in real incomes began to emerge over the second quarter. Following the winter omicron wave, data indicated that consumers had begun to realign their spending away from goods (our portfolio data indicate spending on discretionary items fell 11% over the quarter) and back towards services; in June, however, our portfolio data also indicate slowing momentum in services spending, such as dining and air travel, as well.
Europe’s economy continues to feel the impact of the conflict in Ukraine. Given Europe’s reliance on Russian energy and Ukrainian and Russian goods, war-related sanctions and trade policy have driven European energy and other commodity costs to unprecedented levels. These effects have especially been felt in the industrial sector where production costs have increased by 30%, on average, relative to pre-pandemic levels and as much as 300% for certain gas-intensive industrial processes. Portfolio data indicate real GDP growth likely contracted between 2.0% and 2.5% over the second quarter. The expected energy shortages and mandated rationing to come during the winter months could have significant implications for European businesses, consumers, and the economy more broadly.
The impact of Russia’s invasion of Ukraine and related sanctions extend beyond unprecedented energy costs - it has compounded on existing issues in the global food supply chain resulting from climate shocks and the pandemic. Russia and Ukraine are the largest and fifth-largest wheat exporters, and Russia is the largest supplier of key ingredients used in the production of fertilizer and disruption in supply chains as a result of the invasion is impeding the flow of critical exports. The fallout of war is also impacting supply itself, as harvest and planting seasons are jeopardized in Ukraine and energy and fertilizer costs squeeze margins for farmers globally. These impacts not only increase the risk of persistently elevated inflation into the latter half of the year, but also increase the risk of a global food shortage and political and social unrest.
China, while relatively unexposed to effects from the Russia/Ukraine conflict, continued to face significant headwinds from its COVID policy through the first half of the second quarter. Official data indicate that China’s economy shrank 10%, annualized, over the second quarter, driven by the continued enforcement of lockdowns across the country. The entirety of the contraction occurred in April and May; our data indicate that by June, retail sales and production were rising rapidly once more. China’s COVID policy also had negative implications for global supply chains during the quarter; factory shutdowns and transport backlogs continued to contribute to inventory shortfalls for autos, chips, smartphones, and other products with significant manufacturing operations in China. Despite lockdowns, marine freight rates from China have begun to fall, driven by several factors including rising inventory levels and the broader slowdown in global goods demand.
Estimates anticipate S&P 500 constituents’ Q2 2022 earnings grew 4.8% from a year ago, the slowest growth rate reported since Q4 2020. There is significant dispersion around this average across sectors. Financials and discretionary consumer goods companies are projected to see earnings decline over the quarter, while the energy, industrials, and materials sectors are projected to continue to outperform strongly. Equity market volatility has persisted, driven first by rate volatility and, more recently, recession fears. Year-to-date in 2022, 10-year Treasury yields have risen 141 basis points as of July 15, 2022, and in mid-June briefly hit 3.5% for the first time since 2011. The Federal Reserve raised the federal funds rate by 25 basis points (bps) in March, 50 bps in May, and 75 bps in each of June and July, and continues to indicate that more hikes are forthcoming. Futures markets have now priced in four additional 25 bp rate increases in 2022; however, there is significant uncertainty around these expectations, and that is contributing to broader volatility in markets. The Dow Jones, S&P 500, and Nasdaq 100 fell 9.8%, 14.7%, and 19.2%, respectively, from March 31, 2022 to July 15, 2022. Globally, the MSCI ACWI, EuroStoxx 600 and Shanghai Composite fell 15.9%, 9.2%, and 1%, respectively, over the same period.
Market losses are concentrated at both ends of the risk spectrum where valuations have been elevated. The prices of speculative equities most exposed to interest rate risk – namely, those of companies with cash flows weighted far into the future
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– are down over 20% year-to-date; at the same time, low risk investment grade bonds are down more than 10% as well. In general, higher rates have negative implications for (1) fixed rate bond markets and (2) tech and high growth sector assets. In both cases, higher discount rates negatively impact the value of future cash flows. Obtaining financing in the high yield bond market is currently challenging. Year-to-date through June, global bond funds experienced over $275 billion in outflows. In contrast, the strongest performers year-to-date have been assets with more moderate valuations that fall in the middle of the risk spectrum, such as equities of companies with large dividends and/or low enterprise value/sales ratios. Leveraged loans, which are floating rate and thus more appealing to investors when interest rates are rising, have sold off to a lesser extent. Financing and transaction volumes overall, however, saw a significant slowdown in the first half of 2022. Global M&A totaled roughly $1 trillion for the second quarter, a 26% decline from the same period in 2021.
Our carry fund portfolio appreciated 3% in the second quarter, compared to declines in public indices this quarter, which reflects the strong operating performance and value creation activities in our private portfolio as well as recent private transaction marks. This positive performance was offset by 20% depreciation in our publicly traded investments, which comprise 7% of the total fair value in our carry fund portfolio. Within our Global Private Equity segment in the second quarter, our infrastructure and natural resources funds appreciated 13%, boosted by strong commodity prices; our real estate funds appreciated 4%, led by continued strong performance in U.S. real estate due to its portfolio construction; and our corporate private equity funds were flat in the second quarter as appreciation across our private investments was offset by declines in our publicly traded investments. In our Global Credit segment, our carry funds (which represent approximately 10% of the total Global Credit remaining fair value) appreciated 2% in the second quarter driven by appreciation in our energy credit carry funds. Our Global Investment Solutions funds appreciated 5% in the second quarter, which generally reflects investment fair values on a one-quarter lag in the valuations of our primary and secondary fund of funds, and includes the positive impact of foreign currency translation of the USD-denominated investments in our EUR-based funds. Excluding that impact, appreciation was 3% for the second quarter. Our non-carry fund Global Credit products also continue to perform well. Dividend yields on our business development companies as of June 30, 2022 were approximately 9%, and approximately 7% for our Interval Fund. In our liquid credit strategy, our global CLO portfolio continues to experience a default rate less than the industry average, and we are actively managing out credit positions to maintain balanced risk-adjusted credit quality.
We generated $8.5 billion in realized proceeds from our carry funds in the second quarter of 2022, generally in line with a year ago, but down from the record levels of realizations seen in the third and fourth quarters of 2021. However, our net accrued performance revenues on our balance sheet remain at a record high of $4.3 billion as of June 30, 2022, slightly up from the March 31, 2022 level and a 10% increase from December 31, 2021. Over time, we expect this balance will deliver a high level of realized performance revenues.
During the second quarter, our carry funds invested $6.7 billion in new or follow-on transactions, and we have signed more than $4.8 billion of new or follow-on transactions that are expected to close in the coming quarters. While deal activity has retreated to pre-pandemic levels from the record level pace in 2021, we believe that as long-term investors, we will be able pursue opportunities where we have identified dislocation, which we believe positions us to continue to deploy capital throughout 2022.
We raised $9.8 billion in new capital in the second quarter. We anticipate the fundraising landscape will continue to be increasingly competitive as the pace of capital deployment across the industry has resulted in fund products coming back to market faster and with larger target fund sizes than with prior vintages, and limited partners are reassessing their portfolio allocation targets in light of market volatility and their liquidity requirements. As a result, fundraising in certain products – particularly in corporate private equity strategies – may take longer to complete and fund sizes may not meet levels they otherwise would in a more favorable market environment. In addition to organic growth through fundraising, we have announced several transactions to drive accretive growth on an inorganic basis, including our acquisition of CLO management contracts from CBAM Partners LLC that closed in March 2022, our strategic advisory services agreement with Fortitude that we entered into on April 1, 2022, and our agreement to acquire life sciences investment firm Abingworth, which is expected to close in the third quarter of 2022.
The SEC has put forth several rule proposals in recent months, and we are continuing to evaluate the potential impacts to our business and operations and those of our portfolio companies. These proposals include, but are not limited to, (i) new reporting requirements of material cybersecurity incidents and periodic reporting regarding a company’s cybersecurity risk programs, (ii) new rules and amendments under the Investment Advisers Act of 1940 that expand compliance obligations and prohibit certain activities for private fund advisors, and (iii) extensive climate change disclosure regulations. We are also closely evaluating the financial, regulatory and other proposals put forth by the current Administration and Congress and their potential impacts on our business, including the proposed Inflation Reduction Act of 2022, which was announced July 27, 2022 and is expected to be brought to vote before the Senate ahead of the August recess. While there may be changes to current tax and regulatory regimes, recent fiscal stimulus and proposed infrastructure packages could be followed by longer-term spending
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increases. The potential for policy changes may create regulatory uncertainty for our investment strategies and our portfolio companies and could adversely affect our profitability and the profitability of our portfolio companies.
The Great Resignation, together with the increased focus on remote work arrangements, continue to impact labor markets and hiring dynamics, which is making hiring more challenging and compensation more expensive as employers compete to secure new talent and retain existing talent. As we seek to recruit qualified professionals to backfill existing positions and fill new roles, we continue to anticipate increased competition in hiring and upward pressure on compensation packages.
Recent Transactions
During the six months ended June 30, 2022, the Company announced several transactions to drive accretive growth on an inorganic basis as outlined below.
Acquisition of iStar Triple Net Lease Portfolio.
In March 2022, Carlyle Net Leasing Income, L.P., a Carlyle-affiliated investment fund, acquired a diversified portfolio of triple net leases from iStar, Inc. for an enterprise value of $3 billion, which was funded using $2 billion in debt and $1 billion in equity. The portfolio includes properties spanning industrial, office and entertainment space across 18.3 million square feet located throughout the United States. The investment fund is not consolidated by us, and the debt is non-recourse to us. As general partner of the investment fund, we contributed $200 million as a minority interest balance sheet investment, which is included in the our Global Credit principal equity method investments (see Note 6 to the unaudited condensed consolidated financial statements included in this Quarterly Report on Form 10-Q).
Acquisition of CLO Management Contracts from CBAM Partners LLC
On March 21, 2022, we acquired the management contracts related to a portfolio of assets primarily comprised of U.S. and European CLOs as well as other assets across private credit from CBAM Partners LLC (“CBAM”). The purchase price of $812.9 million consisted of a combination of $618.4 million in cash, approximately 4.2 million newly issued, fully vested common shares ($194.5 million based on the value of the shares at closing), and approximately $3.4 million of acquisition costs incurred by us in connection with the transaction. The portfolio of $15 billion in assets under management was integrated into our Global Credit platform. See Note 4 to the unaudited condensed consolidated financial statements for additional information regarding the acquisition.
Fortitude Capital Raise and Strategic Advisory Services Agreement
In March 2022, we raised $2.0 billion in third-party equity capital for Fortitude, and committed up to $100 million in additional capital to Carlyle FRL from our balance sheet. In May 2022, Fortitude called $1.1 billion of the capital raise, with the remainder expected to be called during the second half of 2022. In connection with the capital raise and subsequent funding, our indirect ownership of Fortitude decreased from 19.9% to 13.5%. As a result of this dilution, we recorded a reduction in the carrying value of our equity method investment and corresponding loss of $176.9 million in our U.S. GAAP results. At the time the remaining capital is called by Fortitude, our indirect ownership will further decrease to 10.5% and we expect to record an additional reduction in the carrying value of our equity method investment and corresponding loss of approximately $116 million based on the carrying value of $614.5 million as of June 30, 2022, subject to change based on the timing of the dilution and changes in the carrying value of our investment.
On April 1, 2022, we entered into a new strategic advisory services agreement with certain subsidiaries of Fortitude through a newly-formed investment advisor, Carlyle Insurance Solutions Management L.L.C. (“CISM”). Under the agreement, CISM provides Fortitude with certain services, including business development and growth, transaction origination and execution, and capital management services in exchange for a recurring management fee based on Fortitude’s general account assets, which adjusts within an agreed range based on Fortitude’s overall profitability. Third party investors who participated in the March 2022 capital raise also made a minority investment in CISM, which is reflected as a non-controlling interest in consolidated entities in the condensed consolidated financial statements. See Note 6 to the unaudited condensed consolidated financial statements for additional information regarding the strategic investment in Fortitude.
Acquisition of Abingworth
In April 2022, we agreed to acquire Abingworth, a life sciences investment firm, which will expand our healthcare investment platform with the addition of over $2 billion in assets under management and a specialized team of over 20 investment professionals and advisors. Consideration for Abingworth includes a base purchase price of $187.5 million, as well as up to a further $130 million in future incentive payments based on the achievement of certain performance targets. Under the terms of the agreement, a portion of the purchase price can be settled in newly-issued shares of the Company’s common stock, and the Company intends to settle $25.0 million of the base purchase price with common stock. The acquisition includes the
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rights to 15% of performance revenues generated by Abingworth’s two most recent active investment funds, Abingworth Bioventures 8 LP and Abingworth Clinical Co-Development Fund 2 LP. The transaction is expected to close in the third quarter of 2022.
Senior Credit Facility Amendment
On April 29, 2022, we amended our senior credit facility to (1) expand the capacity to $1.0 billion from $775 million, (2) extend the maturity to April 29, 2027 from February 11, 2024, and (3) amend the rate at which principal amounts outstanding accrue interest to SOFR plus a 0.10% adjustment and an applicable margin not to exceed 1.50% from LIBOR plus an applicable margin not to exceed 1.50%, among other amendments.
Dividends
In July 2022, the Company’s Board of Directors declared a quarterly dividend of $0.325 per share to common stockholders of record at the close of business on August 9, 2022, payable on August 16, 2022.
Key Financial Measures
Our key financial measures are discussed in the following pages. Additional information regarding these key financial measures and our other significant accounting policies can be found in Note 3 to the unaudited condensed consolidated financial statements included in this Quarterly Report on Form 10-Q.
Revenues
Revenues primarily consist of fund management fees, incentive fees, investment income (including performance allocations, realized and unrealized gains of our investments in our funds and other principal investments), as well as interest and other income.
Fund Management Fees. Fund management fees include management fees and transaction and portfolio advisory fees. We earn management fees for advisory services we provide to funds in which we hold a general partner interest or to funds or certain portfolio companies with which we have an investment advisory or investment management agreement. Management fees also include catch-up management fees, which are episodic in nature and represent management fees charged to fund investors in subsequent closings of a fund which apply to the time period between the fee initiation date and the subsequent closing date. We also earn management fees on our CLOs and other structured products. Collectively, our traditional carry funds and our CLOs comprise 77% of our Fee-earning AUM as of June 30, 2022 and approximately 91% of our fund management fees during the three months then ended. The balance of our Fee-Earning AUM and fund management fees are attributable to our Perpetual Capital products, which have an indefinite term and for which there is no immediate requirement to return capital to investors as investments are realized.
Management fees attributable to Carlyle Partners VIII, L.P. (“CP VIII”), our eighth U.S. buyout fund with $12.5 billion of Fee-earning AUM as of June 30, 2022 were approximately 12% and 10% of fund management fees recognized during the three and six months ended June 30, 2022, respectively. Management fees attributable to Carlyle Partners VII, L.P. (“CP VII”), our seventh U.S. buyout fund with $15.2 billion of Fee-earning AUM as of June 30, 2022 were approximately 10% of fund management fees recognized during both the three and six months ended June 30, 2022, and 15% and 16% during the three and six months ended June 30, 2021, respectively. No other fund generated over 10% of fund management fees in the periods presented.
Fund management fees exclude the reimbursement of any partnership expenses paid by the Company on behalf of the Carlyle funds pursuant to the limited partnership agreements, including amounts related to the pursuit of actual, proposed, or unconsummated investments, professional fees, expenses associated with the acquisition, holding and disposition of investments, and other fund administrative expenses.
Transaction and Portfolio Advisory Fees. Transaction and portfolio advisory fees generally include fees we receive for the transaction and portfolio advisory services we provide to our portfolio companies. When covered by separate contractual agreements, we recognize transaction and portfolio advisory fees for these services when the performance obligation has been satisfied and collection is reasonably assured. We are required to offset our fund management fees earned by a percentage of the transaction and advisory fees earned, which we refer to as the “rebate offsets.” Historically, such rebate offset percentages generally approximated 80% of the fund’s portion of the transaction and advisory fees earned. However, the percentage of transaction and portfolio advisory fees we share with our investors on our recent vintage funds has generally increased, and as such the rebate offset percentages generally range from 80% to 100% of the fund’s portion of the transaction and advisory fees earned, such that a larger share of the transaction fee revenue we retain is driven by co-investment activity. In addition, Carlyle Global Capital Markets (“GCM”) generates capital markets fees in connection with activities related to the underwriting, issuance and placement of debt and equity securities, and loan syndication for our portfolio companies and third-party clients,
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which are generally not subject to rebate offsets with respect to our most recent vintages (but are subject to the rebate offsets set forth above for older funds). Underwriting fees include gains, losses and fees arising from securities offerings in which we participate in the underwriter syndicate. The recognition of portfolio advisory fees, transactions fees, and capital markets fees can be volatile as they are primarily generated by investment activity within our funds, and therefore are impacted by our investment pace.
Incentive Fees. Incentive fees consist of performance-based incentive arrangements pursuant to management contracts, primarily from certain of our Global Credit funds, when the return on assets under management exceeds certain benchmark returns or other performance targets. In such arrangements, incentive fees are recognized when the performance benchmark has been achieved.
Investment Income. Investment income consists of our performance allocations as well as the realized and unrealized gains and losses resulting from our equity method investments and other principal investments.
Performance allocations consist principally of the performance-based capital allocation from fund limited partners to us, commonly referred to as carried interest, from certain of our investment funds, which we refer to as the “carry funds.” Carried interest revenue is recognized by Carlyle upon appreciation of the valuation of our funds’ investments above certain return hurdles as set forth in each respective partnership agreement and is based on the amount that would be due to us pursuant to the fund partnership agreement at each period end as if the funds were liquidated at such date. Accordingly, the amount of carried interest recognized as performance allocations reflects our share of the fair value gains and losses of the associated funds’ underlying investments measured at their then-current fair values relative to the fair values as of the end of the prior period. As a result, the performance allocations earned in an applicable reporting period are not indicative of any future period, as fair values are based on conditions prevalent as of the reporting date. Refer to “— Trends Affecting our Business” for further discussion.
In addition to the performance allocations from our Global Private Equity funds and closed-end carry funds in the Global Credit segment, we are also entitled to receive performance allocations from our Global Investment Solutions, Carlyle Aviation and NGP Carry Funds. We also retained our interest in the net accrued performance allocations of existing funds at the time of the sale of MRE. The timing of performance allocations realizations for these funds is typically later than in our other carry funds based on the terms of such arrangements.
Our performance allocations are generated by a diverse set of funds with different vintages, geographic concentration, investment strategies and industry specialties. For an explanation of the fund acronyms used throughout this Management’s Discussion and Analysis of Financial Condition and Results of Operations section, refer to “— Our Family of Funds.”
The table below presents funds which generated performance allocations in excess of 10% of the total for the three and six months ended June 30, 2022 and 2021. No other fund generated over 10% of performance allocations in the periods presented.
| Three Months Ended June 30, | Six Months Ended June 30, | |||||||||||||||||||||||||||||||
| 2022 | 2021 | 2022 | 2021 | |||||||||||||||||||||||||||||
| (Dollars in millions) | ||||||||||||||||||||||||||||||||
| CETP IV | $ | 122.1 | CP VI | $ | 532.2 | CRP VIII | $ | 193.2 | CP VI | $ | 1,067.8 | |||||||||||||||||||||
| CPP II | 99.0 | CEOF II | 208.4 | CETP IV | 142.8 | CEP IV | 478.0 | |||||||||||||||||||||||||
| CRP VIII | 58.0 | CPP II | 127.4 | |||||||||||||||||||||||||||||
| CEP V | 46.3 | CIEP I | 109.1 | |||||||||||||||||||||||||||||
| CIEP I | 38.0 | CP VI | (380.5) | |||||||||||||||||||||||||||||
| CGIOF I | 34.3 | |||||||||||||||||||||||||||||||
| CP VI | (355.0) | |||||||||||||||||||||||||||||||
The reversal of $355.0 million in previously recognized performance allocations in CP VI during the three months ended June 30, 2022 was primarily driven by depreciation in its publicly traded investments, which comprise just over half of its remaining fair value.
Under our arrangements with the historical owners and management team of AlpInvest, we generally do not retain any carried interest in respect of the historical investments and commitments to our fund vehicles that existed as of July 1, 2011 (including any options to increase any such commitments exercised after such date). We are entitled to 15% of the carried interest in respect of commitments from the historical owners of AlpInvest for the period between 2011 and 2020, except in certain instances, and 40% of the carried interest in respect of all other commitments (including all future commitments from
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third parties). In certain instances, carried interest associated with the AlpInvest fund vehicles is subject to entity level income taxes in the Netherlands.
We record our equity income allocation from NGP performance allocations in principal investment income (loss) from equity method investments rather than performance allocations in our unaudited condensed consolidated statements of operations. We recognized $200.2 million and $450.6 million of net investment earnings related to these performance allocations for the three and six months ended June 30, 2022, respectively, reflecting the impact of strong commodity prices on NGP XI and NGP XII, and $1.1 million for both the three and six months ended June 30, 2021, respectively.
Realized carried interest may be clawed back or given back to the fund if the fund’s investment values decline below certain return hurdles, which vary from fund to fund. When the fair value of a fund’s investments remains constant or falls below certain return hurdles, previously recognized performance allocations are reversed. In all cases, each investment fund is considered separately in evaluating carried interest and potential giveback obligations. For any given period, performance allocations revenue on our statement of operations may include reversals of previously recognized performance allocations due to a decrease in the value of a particular fund that results in a decrease of cumulative performance allocations earned to date. Since fund return hurdles are cumulative, previously recognized performance allocations also may be reversed in a period of appreciation that is lower than the particular fund’s hurdle rate. Additionally, unrealized performance allocations reverse when performance allocations are realized, and unrealized performance allocations can be negative if the amount of realized performance allocations exceed total performance allocations generated in the period. For the three months ended June 30, 2022 and 2021, the reversals of performance allocations were $395.3 million and $8.1 million, respectively. For the six months ended June 30, 2022 and 2021, the reversals of performance allocations were $469.1 million and $10.0 million, respectively.
As of June 30, 2022, accrued performance allocations and accrued giveback obligations were $8.0 billion and $40.9 million, respectively. Each balance assumes a hypothetical liquidation of the funds’ investments at June 30, 2022 at their then current fair values. These assets and liabilities will continue to fluctuate in accordance with the fair values of the funds’ investments until they are realized. As of June 30, 2022, $18.9 million of the accrued giveback obligation was the responsibility of various current and former senior Carlyle professionals and other limited partners of the Carlyle Holdings partnerships, and the net accrued giveback obligation attributable to the Company was $22.0 million. The Company uses “net accrued performance revenues” to refer to the aggregation of the accrued performance allocations and incentive fees net of (i) accrued giveback obligations, (ii) accrued performance allocations and incentive fee-related compensation, (iii) performance allocations and incentive fee-related tax obligations, and (iv) accrued performance allocations and incentive fees attributable to non-controlling interests. Net accrued performance revenues excludes any net accrued performance allocations and incentive fees that have been realized but will be collected in subsequent periods, as well as net accrued performance revenues which are presented as fee related performance revenues when realized in our non-GAAP financial measures. Net accrued performance revenues as of June 30, 2022 were $4.3 billion.
In addition, realized performance allocations may be reversed in future periods to the extent that such amounts become subject to a giveback obligation. If, at June 30, 2022, all investments held by our carry funds were deemed worthless, the amount of realized and previously distributed performance allocations subject to potential giveback would be approximately $1.3 billion on an after-tax basis where applicable, of which approximately $0.6 billion would be the responsibility of current and former senior Carlyle professionals. See the related discussion of “Contingent Obligations (Giveback)” within “— Liquidity and Capital Resources.”
The following table summarizes the total amount of aggregate giveback obligations that we have realized since Carlyle’s inception. Given various current and former senior Carlyle professionals and other limited partners of the Carlyle Holdings partnerships are responsible for paying the majority of the realized giveback obligation, the table below also summarizes the amount that was attributable to the Company:
| Inception through June 30, 2022 | |||||||||||
| Total Giveback | Giveback Attributable to Carlyle | ||||||||||
| (Dollars in millions) | |||||||||||
| Various Legacy Energy Funds | $ | 158.0 | $ | 55.0 | |||||||
| All other Carlyle Funds | 80.7 | 13.0 | |||||||||
| Aggregate Giveback since Inception | $ | 238.7 | $ | 68.0 | |||||||
The funding for employee obligations and givebacks related to carry realized pre-IPO is primarily through a collection of employee receivables related to giveback obligations and from non-controlling interests for their portion of the obligation. The realization of giveback obligations for the Company’s portion of such obligations reduces Distributable Earnings in the period realized and negatively impacts earnings available for distributions to shareholders in the period realized. Further, each
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individual recipient of realized carried interest typically signs a guarantee agreement or partnership agreement that personally obligates such person to return his/her pro rata share of any amounts of realized carried interest previously distributed that are later clawed back. Accordingly, carried interest as performance allocation compensation is subject to return to the Company in the event a giveback obligation is funded. Generally, the actual giveback liability, if any, does not become due until the end of a fund’s life.
Each investment fund is considered separately in evaluating carried interest and potential giveback obligations. As a result, performance allocations within funds will continue to fluctuate primarily due to certain investments within each fund constituting a material portion of the carry in that fund. Additionally, the fair value of investments in our funds may have substantial fluctuations from period to period.
In addition, in our discussion of our non-GAAP results, we use the term “realized net performance revenues” to refer to realized performance allocations and incentive fees from our funds, net of the portion allocated to our investment professionals, if any, and certain tax expenses associated with carried interest attributable to certain partners and employees, which are reflected as realized performance allocations and incentive fees related compensation expense. See “— Non-GAAP Financial Measures” for the amount of realized net performance revenues recognized each period. See “— Segment Analysis” for the realized net performance revenues by segment and related discussion for each period.
Investment income also represents the realized and unrealized gains and losses on our principal investments, including our investments in Carlyle funds that are not consolidated, as well as any interest and other income. As it relates to our investments in NGP, investment income also includes our equity income allocation in NGP performance allocations, the amortization of the basis difference between the carrying value of our investment and our share of the underlying net assets of the investee, as well as the compensation expense associated with compensatory arrangements provided by us to employees of our equity method investee. Realized principal investment income (loss) is recorded when we redeem all or a portion of our investment or when we receive or are due cash income, such as dividends or distributions. A realized principal investment loss is also recorded when an investment is deemed to be worthless. Unrealized principal investment income (loss) results from changes in the fair value of the underlying investment, as well as the reversal of previously recognized unrealized gains (losses) at the time an investment is realized.
Fair Value Measurement. U.S. GAAP establishes a hierarchical disclosure framework which ranks the observability of market price inputs used in measuring financial instruments at fair value. The observability of inputs is impacted by a number of factors, including the type of financial instrument, the characteristics specific to the financial instrument and the state of the marketplace, including the existence and transparency of transactions between market participants. Financial instruments with readily available quoted prices, or for which fair value can be measured from quoted prices in active markets, will generally have a higher degree of market price observability and a lesser degree of judgment applied in determining fair value.
The table below summarizes the valuation of investments and other financial instruments included within our AUM, by segment and fair value hierarchy levels, as of June 30, 2022:
| As of June 30, 2022 | |||||||||||||||||||||||
| Global Private Equity | Global Credit | Global Investment Solutions | Total | ||||||||||||||||||||
| Consolidated Results | (Dollars in millions) | ||||||||||||||||||||||
| Level I | $ | 3,515 | $ | 336 | $ | 1,304 | $ | 5,155 | |||||||||||||||
| Level II | 4,277 | 37,772 | 163 | 42,212 | |||||||||||||||||||
| Level III | 113,281 | 91,272 | 43,383 | 247,936 | |||||||||||||||||||
| Fair Value of Investments | 121,073 | 129,380 | 44,850 | 295,303 | |||||||||||||||||||
| Available Capital | 46,112 | 13,610 | 21,388 | 81,110 | |||||||||||||||||||
| Total AUM | $ | 167,185 | $ | 142,990 | $ | 66,238 | $ | 376,413 | |||||||||||||||
Interest and Other Income of Consolidated Funds. Interest and other income of Consolidated Funds primarily represents the interest earned on CLO assets. The Consolidated Funds are not the same entities in all periods presented. The Consolidated Funds in future periods may change due to changes in fund terms, formation of new funds, and terminations of funds.
Net Investment Gains (Losses) of Consolidated Funds. Net investment gains (losses) of Consolidated Funds measures the change in the difference in fair value between the assets and the liabilities of the Consolidated Funds. A gain (loss) indicates that the fair value of the assets of the Consolidated Funds appreciated more (less), or depreciated less (more), than the fair value of the liabilities of the Consolidated Funds. A gain or loss is not necessarily indicative of the investment performance of the Consolidated Funds and does not impact the management or incentive fees received by Carlyle for its management of the Consolidated Funds. The portion of the net investment gains (losses) of Consolidated Funds attributable to the limited partner
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investors is allocated to non-controlling interests. Therefore a gain or loss is not expected to have a material impact on the revenues or profitability of the Company. Moreover, although the assets of the Consolidated Funds are consolidated onto our balance sheet pursuant to U.S. GAAP, ultimately we do not have recourse to such assets and such liabilities are generally non-recourse to us. Therefore, a gain or loss from the Consolidated Funds generally does not impact the assets available to our common stockholders.
Expenses
Compensation and Benefits. Compensation includes salaries, bonuses, equity-based compensation, and performance payment arrangements. Bonuses are accrued over the service period to which they relate.
We recognize as compensation expense the portion of performance allocations and incentive fees that are due to our employees, senior Carlyle professionals, advisors, and operating executives in a manner consistent with how we recognize the performance allocations and incentive fee revenue. These amounts are accounted for as compensation expense in conjunction with the related performance allocations and incentive fee revenue and, until paid, are recognized as a component of the accrued compensation and benefits liability. Compensation in respect of performance allocations and incentive fees is paid when the related performance allocations and incentive fees are realized, and not when such performance allocations and incentive fees are accrued. The funds do not have a uniform allocation of performance allocations and incentive fees to our employees, senior Carlyle professionals, advisors, and operating executives. Therefore, for any given period, the ratio of performance allocations and incentive fee compensation to performance allocations and incentive fee revenue may vary based on the funds generating the performance allocations and incentive fee revenue for that period and their particular allocation percentages.
In addition, we have implemented various equity-based compensation arrangements that require senior Carlyle professionals and other employees to vest ownership of a portion of their equity interests over a service period of generally one to four years, which under U.S. GAAP will result in compensation charges over current and future periods. During 2019 and 2020, we granted fewer equity awards than we have previously. In 2021, we granted approximately 7.1 million in long-term strategic restricted stock units to certain senior professionals, the majority of which are subject to vesting based on the achievement of annual performance targets over four years, with a larger proportion of the awards vesting based on the 2024 performance year. As a result, combined with a higher share price than in periods prior to 2021, equity-based compensation expense will be higher in the coming years than it has been. Compensation charges associated with all equity-based compensation grants are excluded from Fee Related Earnings and Distributable Earnings.
We may hire additional individuals and overall compensation levels may correspondingly increase, which could result in an increase in compensation and benefits expense. As a result of prior acquisitions, we have charges associated with contingent consideration taking the form of earn-outs and profit participation, some of which are reflected as compensation expense.
General, Administrative and Other Expenses. General, administrative and other expenses include occupancy and equipment expenses and other expenses, which consist principally of professional fees, including those related to our global regulatory compliance program, external costs of fundraising, travel and related expenses, communications and information services, depreciation and amortization (including intangible asset amortization and impairment) and foreign currency transactions. We expect that general, administrative and other expenses will vary due to infrequently occurring or unusual items, such as impairment of intangible assets or lease right-of-use assets and expenses or insurance recoveries associated with litigation and contingencies. Also, in periods of significant fundraising, to the extent that we use third parties to assist in our fundraising efforts, our general, administrative and other expenses may increase accordingly. Similarly, our general, administrative and other expenses may increase as a result of professional and other fees incurred as part of due diligence related to strategic acquisitions and new product development. Additionally, we anticipate that general, administrative and other expenses will fluctuate from period to period due to the impact of foreign exchange transactions.
Interest and Other Expenses of Consolidated Funds. The interest and other expenses of Consolidated Funds consist primarily of interest expenses related primarily to our CLO loans, professional fees and other third-party expenses.
Income Taxes. Income taxes are accounted for using the asset and liability method of accounting. Under this method, deferred tax assets and liabilities are recognized for the expected future tax consequences of differences between the carrying amounts of assets and liabilities and their respective tax basis, using currently enacted tax rates. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period in which the change is enacted. Deferred tax assets are reduced by a valuation allowance when it is more likely than not that some or all of the deferred tax assets will not be realized.
The interim provision for income taxes is calculated using the discrete effective tax rate method as allowed by ASC 740, Accounting for Income Taxes. The discrete method is applied when the application of the estimated annual effective tax rate is impractical because it is not possible to reliably estimate the annual effective tax rate. The discrete method treats the year-to-date period as if it was the annual period and determines the income tax expense or benefit on that basis.
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In the normal course of business, we are subject to examination by federal and certain state, local and foreign tax regulators. With a few exceptions, as of June 30, 2022, our U.S. federal income tax returns for the years 2018 through 2020 are open under the normal three-year statute of limitations and therefore subject to examination. State and local tax returns are generally subject to audit from 2016 to 2020. Foreign tax returns are generally subject to audit from 2011 to 2021. Certain of our affiliates are currently under audit by federal, state and foreign tax authorities.
Non-controlling Interests in Consolidated Entities. Non-controlling interests in consolidated entities represent the component of equity in consolidated entities not held by us. These interests are adjusted for general partner allocations.
Earnings Per Common Share. We compute earnings per common share in accordance with ASC 260, Earnings Per Share. Basic earnings per common share is calculated by dividing net income (loss) attributable to the common shares of the Company by the weighted average number of common shares outstanding for the period. Diluted earnings per common share reflects the assumed conversion of all dilutive securities. We apply the treasury stock method to determine the dilutive weighted-average common shares represented by unvested restricted stock units. For certain equity-based compensation awards that contain performance or market conditions, the number of contingently issuable common shares is included in diluted earnings per common share based on the number of common shares, if any, that would be issuable under the terms of the awards if the end of the reporting period were the end of the contingency period, if the result is dilutive.
Non-GAAP Financial Measures
Distributable Earnings. Distributable Earnings, or “DE”, is a key performance benchmark used in our industry and is evaluated regularly by management in making resource deployment and compensation decisions, and in assessing the performance of our three segments. We also use DE in our budgeting, forecasting, and the overall management of our segments. We believe that reporting DE is helpful to understanding our business and that investors should review the same supplemental financial measure that management uses to analyze our segment performance. DE is intended to show the amount of net realized earnings without the effects of consolidation of the Consolidated Funds. DE is derived from our segment reported results and is an additional measure to assess performance.
Distributable Earnings differs from income (loss) before provision for income taxes computed in accordance with U.S. GAAP in that it includes certain tax expenses associated with certain foreign performance revenues (comprised of performance allocations and incentive fees), and does not include unrealized performance allocations and related compensation expense, unrealized principal investment income, equity-based compensation expense, net income (loss) attributable to non-Carlyle interest in consolidated entities, or charges (credits) related to Carlyle corporate actions and non-recurring items. Charges (credits) related to Carlyle corporate actions and non-recurring items include: charges associated with acquisitions, dispositions, or strategic investments, changes in the tax receivable agreement liability, amortization and any impairment charges associated with acquired intangible assets, transaction costs associated with acquisitions and dispositions, charges associated with earnouts and contingent consideration including gains and losses associated with the estimated fair value of contingent consideration issued in conjunction with acquisitions or strategic investments, impairment charges associated with lease right-of-use assets, gains and losses from the retirement of debt, charges associated with contract terminations and employee severance. We believe the inclusion or exclusion of these items provides investors with a meaningful indication of our core operating performance. This measure supplements and should be considered in addition to and not in lieu of the results of operations discussed further under “Consolidated Results of Operations” prepared in accordance with U.S. GAAP.
Fee Related Earnings. Fee Related Earnings, or “FRE”, is a component of DE and is used to assess the ability of the business to cover direct base compensation and operating expenses from total fee revenues. FRE differs from income (loss) before provision for income taxes computed in accordance with U.S. GAAP in that it adjusts for the items included in the calculation of DE and also adjusts DE to exclude net realized performance revenues, realized principal investment income from investments in Carlyle funds, net interest (interest income less interest expense), and certain general, administrative and other expenses when the timing of any future payment is uncertain. Fee Related Earnings includes fee related performance revenues and related compensation expense. Fee related performance revenues represent the realized portion of performance revenues that are measured and received on a recurring basis, are not dependent on realization events, and which have no risk of giveback.
Operating Metrics
We monitor certain operating metrics that are common to the asset management industry.
Fee-earning Assets under Management. Fee-earning assets under management or Fee-earning AUM refers to the assets we manage or advise from which we derive recurring fund management fees. Our Fee-earning AUM is generally based on one of the following, once fees have been activated:
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(a)the amount of limited partner capital commitments, generally for carry funds where the original investment period has not expired, for AlpInvest carry funds during the commitment fee period (see “Fee-earning AUM based on capital commitments” in the table below for the amount of this component at each period);
(b)the remaining amount of limited partner invested capital at cost, generally for carry funds and certain co-investment vehicles where the original investment period has expired and one of our business development companies (see “Fee-earning AUM based on invested capital” in the table below for the amount of this component at each period);
(c)the amount of aggregate fee-earning collateral balance at par of our CLOs and other securitization vehicles, as defined in the fund indentures (typically exclusive of equities and defaulted positions) as of the quarterly cut-off date;
(d)the external investor portion of the net asset value of certain carry funds (see “Fee-earning AUM based on net asset value” in the table below for the amount of this component at each period);
(e)the fair value of Fortitude’s general account assets invested under the strategic advisory services agreement (see “Fee-earning AUM based on fair value and other” in the table below for the amount of this component at each period);
(f)the gross assets (including assets acquired with leverage), excluding cash and cash equivalents, of one of our business development companies and certain carry funds (see “Fee-earning AUM based on lower of cost or fair value and other” in the table below for the amount of this component at each period); and
(g)the lower of cost or fair value of invested capital, generally for AlpInvest carry funds where the commitment fee period has expired and certain carry funds where the investment period has expired, (see “Fee-earning AUM based on lower of cost or fair value and other” in the table below for the amount of this component at each period).
The table below details Fee-earning AUM by its respective components at each period.
| As of June 30, | |||||||||||
| 2022 | 2021 | ||||||||||
| Consolidated Results | (Dollars in millions) | ||||||||||
| Components of Fee-earning AUM | |||||||||||
| Fee-earning AUM based on capital commitments (1) | $ | 77,362 | $ | 76,238 | |||||||
| Fee-earning AUM based on invested capital (2) | 57,882 | 40,901 | |||||||||
| Fee-earning AUM based on collateral balances, at par (3) | 43,796 | 28,111 | |||||||||
| Fee-earning AUM based on net asset value (4) | 11,338 | 8,935 | |||||||||
| Fee-earning AUM based on fair value and other (5) | 69,177 | 20,671 | |||||||||
| Balance, End of Period (6) (7) | $ | 259,555 | $ | 174,856 | |||||||
(1)Reflects limited partner capital commitments where the original investment period, weighted-average investment period, or commitment fee period has not expired.
(2)Reflects limited partner invested capital at cost and includes amounts committed to or reserved for investments for certain Global Private Equity and Global Investment Solutions funds.
(3)Represents the amount of aggregate Fee-earning collateral balances and principal balances, at par, for our CLOs/structured products.
(4)Reflects the net asset value of certain other carry funds.
(5)Includes the fair value of Fortitude’s general account assets covered by the strategic advisory services agreement, funds with fees based on the lower of cost or fair value of invested capital and funds with fees based on gross asset value.
(6)Energy III, Energy IV, and Renew II (collectively, the “Legacy Energy Funds”), are managed with Riverstone Holdings LLC and its affiliates. Affiliates of both Carlyle and Riverstone act as investment advisors to each of the Legacy Energy Funds. Carlyle has a minority representation on the management committees of Energy IV and Renew II. Carlyle and Riverstone each hold half of the seats on the management committee of Energy III, but the investment period for this fund has expired and the remaining investments in such fund are being disposed of in the ordinary course of business. As of June 30, 2022, the Legacy Energy Funds had, in the aggregate, approximately $0.1 billion in AUM and $0.3 billion in Fee-earning AUM. We are no longer raising capital for the Legacy Energy Funds and expect these balances to continue to decrease over time as the funds wind down.
(7)Ending balances as of June 30, 2022 and 2021 exclude $13.0 billion and $17.3 billion, respectively, of pending Fee-earning AUM for which fees have not yet been activated.
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The table below provides the period to period rollforward of Fee-earning AUM.
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||
| 2022 | 2021 | 2022 | 2021 | ||||||||||||||||||||
| Consolidated Results | (Dollars in millions) | ||||||||||||||||||||||
| Fee-earning AUM Rollforward | |||||||||||||||||||||||
| Balance, Beginning of Period | $ | 211,060 | $ | 173,132 | $ | 193,419 | $ | 170,102 | |||||||||||||||
| Inflows (1) | 58,891 | 6,092 | 81,033 | 14,051 | |||||||||||||||||||
| Outflows (including realizations) (2) | (8,213) | (5,771) | (11,509) | (9,345) | |||||||||||||||||||
| Market Activity & Other (3) | 845 | 1,078 | 1,133 | 1,586 | |||||||||||||||||||
| Foreign Exchange (4) | (3,028) | 325 | (4,521) | (1,538) | |||||||||||||||||||
| Balance, End of Period | $ | 259,555 | $ | 174,856 | $ | 259,555 | $ | 174,856 | |||||||||||||||
(1)Inflows represents limited partner capital raised by our carry funds or separately managed accounts for which management fees based on commitments were activated during the period, the fee-earning commitments invested in vehicles for which management fees are based on invested capital, the fee-earning collateral balance of new CLO issuances, as well as gross subscriptions in our vehicles for which management fees are based on net asset value. Inflows exclude fundraising amounts during the period for which fees have not yet been activated, which are referenced as Pending Fee-earning AUM. Inflows for the three and six months ended June 30, 2022 include Fee-earning AUM associated with the strategic advisory services agreement with Fortitude which was effective April 1, 2022. As of June 30, 2022, Fee-earning AUM associated with the strategic advisory services agreement was $48 billion. Inflows for the six months ended June 30, 2022 also include $14 billion of Fee-earning AUM acquired in the CBAM transaction in March 2022.
(2)Outflows represents the impact of realizations from vehicles with management fees based on remaining invested capital at cost or fair value, changes in basis for funds where the investment period, weighted-average investment period or commitment fee period has expired during the period, reductions for funds that are no longer calling for fees, gross redemptions in our open-end funds, and runoff of CLO collateral balances. Distributions for funds earning management fees based on commitments during the period do not affect Fee-earning AUM. Outflows during the three and six months ended June 30, 2021 also reflect the sale of MRE on April 1, 2021, which had $2.3 billion of Fee-earning AUM as of March 31, 2021.
(3)Market Activity & Other represents realiz