Och-Ziff Earnings 2020-03-31

Balance Sheet	Income Statement	Cash Flow
Assets, Equity	Rev, G Profit, Net Income	Ops, Inv, Fin

scu-20200331

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q


☑			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
			For the quarterly period ended March 31, 2020
			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: 001-33805

SCULPTOR CAPITAL MANAGEMENT, INC.

(Exact name of Registrant as specified in its charter)


Delaware						26-0354783
(State or other jurisdiction of incorporation or organization)						(I.R.S. Employer Identification No.)

9 West 57th Street, New York, New York 10019

(Address of principal executive offices)

(212) 790-0000

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading symbol(s)

Name of each exchange on which registered

Class A Shares

SCU

New York Stock Exchange

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 ☑ 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 ☑ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a 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 ☑

As of May 4, 2020, there were 22,058,420 Class A Shares and 32,845,414 Class B Shares outstanding.

SCULPTOR CAPITAL MANAGEMENT, INC.

TABLE OF CONTENTS

Page

PART I — FINANCIAL INFORMATION

Item 1.

Financial Statements (Unaudited)

Consolidated Balance Sheets as of March 31, 2020 and December 31, 2019

Consolidated Statements of Comprehensive Income (Loss) for the Three Months Ended March 31, 2020 and 2019

Consolidated Statements of Changes in Shareholders’ Equity (Deficit) for the Three Months Ended March 31, 2020 and 2019

Consolidated Statements of Cash Flows for the Three Months Ended March 31, 2020 and 2019

Notes to Consolidated Financial Statements

Item 2.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

Item 3.

Quantitative and Qualitative Disclosures about Market Risk

Item 4.

Controls and Procedures

PART II — OTHER INFORMATION

Item 1.

Legal Proceedings

Item 1A.

Risk Factors

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds

Item 3.

Defaults upon Senior Securities

Item 4.

Mine Safety Disclosures

Item 5.

Other Information

Item 6.

Exhibits

Signatures

Defined Terms


2007 Offerings						Refers collectively to our IPO and the concurrent private offering of approximately 38.1 million Class A Shares to DIC Sahir Limited, a wholly owned indirect subsidiary of Dubai Holdings LLC

active executive managing directors						Executive managing directors who remain active in our business

Annual Report						Our annual report on Form 10-K for the year ended December 31, 2019, as amended, dated February 25, 2020 and filed with the SEC

Advisers Act						Investment Advisers Act of 1940, as amended

Class A Shares						Our Class A Shares, representing Class A common stock of Sculptor Capital Management, Inc., which are publicly traded and listed on the NYSE

Class B Shares						Class B Shares of Sculptor Capital Management, Inc., which are not publicly traded, are currently held solely by our executive managing directors and have no economic rights but entitle the holders thereof to one vote per share together with the holders of our Class A Shares

CLOs						Collateralized loan obligations

the Company, Sculptor Capital, the firm, we, us, our						Refers, unless the context requires otherwise, to the Registrant and its consolidated subsidiaries, including the Sculptor Operating Group

Exchange Act						Securities Exchange Act of 1934, as amended

executive managing directors						The current executive managing directors of the Company, and, except where the context requires otherwise, also includes certain executive managing directors who are no longer active in our business

funds						The multi-strategy funds, dedicated credit funds, including opportunistic credit funds and Institutional Credit Strategies products, real estate funds and other alternative investment vehicles for which we provide asset management services

GAAP						U.S. generally accepted accounting principles

Group A Units						Refers collectively to one Class A operating group unit in each of the Sculptor Operating Partnerships. Group A Units are limited partner interests held by our executive managing directors

Group A-1 Units						Refers collectively to one Class A-1 operating group unit in each of the Sculptor Operating Partnerships. Group A-1 Units are limited partner interests held by our executive managing directors

Group B Units						Refers collectively to one Class B operating group unit in each of the Sculptor Operating Partnerships. Group B Units are limited partner interests held by Sculptor Corp

Group D Units						Refers collectively to one Class D operating group unit in each of the Sculptor Operating Partnerships. Group D Units are limited partner interests held by our executive managing directors


Group E Units						Refers collectively to one Class E operating group unit in each of the Sculptor Operating Partnerships. Group E Units are limited partner interests held by our executive managing directors

Group P Units						Refers collectively to one Class P operating group unit in each of the Sculptor Operating Partnerships. Group P Units are limited partner interests held by our executive managing directors

Institutional Credit Strategies						Our asset management platform that invests in performing credits, including leveraged loans, high-yield bonds, private credit/bespoke financing and investment grade credit via CLOs, aircraft securitizations, collateralized bond obligations, and other customized solutions

IPO						Our initial public offering of 3.6 million Class A Shares that occurred in November 2007

NYSE						New York Stock Exchange

Partner Equity Units						Refers collectively to the Group A Units, Group E Units and Group P Units

Preferred Units						One Class A cumulative preferred unit in each of the Sculptor Operating Partnerships collectively represents one “Preferred Unit.” Certain of our executive managing directors collectively own 100% of the Preferred Units. Preferred Units issued in 2016 and 2017 are, collectively, referred to as “2016 Preferred Units.” Preferred Units issued in 2019 are referred to as “2019 Preferred Units.”

PSUs						Class A performance-based RSUs

Recapitalization						Refers to the recapitalization of our business that occurred in February 2019. As part of the Recapitalization, a portion of the interests held by our active and former executive managing directors were reallocated to existing members of senior management. In addition, we restructured the previously outstanding senior debt and Preferred Units

Registrant						Sculptor Capital Management, Inc., a Delaware corporation

RSUs						Class A restricted share units

Sculptor Corp						Sculptor Capital Holding Corporation, a Delaware corporation

Sculptor Operating Group						Refers collectively to the Sculptor Operating Partnerships and their consolidated subsidiaries

Sculptor Operating Group Units						Refers collectively to Sculptor Operating Group A, B, D, E, and P Units

Sculptor Operating Partnerships						Refers collectively to Sculptor Capital LP, Sculptor Capital Advisors LP and Sculptor Capital Advisors II LP

SEC						U.S. Securities and Exchange Commission

Securities Act						Securities Act of 1933, as amended

Special Investments						Investments that we, as investment manager, believe lack a readily ascertainable market value, are illiquid or should be held until the resolution of a special event or circumstance

Available Information

We file annual, quarterly and current reports, proxy statements and other information required by the Exchange Act with the SEC. We make available free of charge on our website (www.sculptor.com) our annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, proxy statements and any amendments to those filings as soon as reasonably practicable after such material is electronically filed with or furnished to the SEC. We also use our website to distribute company information, and such information may be deemed material. Accordingly, investors should monitor our website, in addition to our press releases, SEC filings and public conference calls and webcast. The contents of our website are not, however, a part of this report.

Also posted on our website in the “Investor Relations—Corporate Governance” section are charters for our Audit Committee; Compensation Committee; Nominating, Corporate Governance and Conflicts Committee and Corporate Responsibility and Compliance Committee, as well as our Corporate Governance Guidelines and Code of Business Conduct and Ethics governing our directors, officers and employees. Information on, or accessible through, our website is not a part of, and is not incorporated into, this report or any other SEC filing. Copies of our SEC filings or corporate governance materials are available without charge upon written request to Sculptor Capital Management, Inc., 9 West 57th Street, New York, New York 10019, Attention: Office of the Secretary. Any materials we file with the SEC are also publicly available through the SEC’s website (www.sec.gov).

No statements herein, available on our website or in any of the materials we file with the SEC constitute, or should be viewed as constituting, an offer of any fund.

Forward-Looking Statements

This report contains forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act that reflect our current views with respect to, among other things, future events, our operations and our financial performance. We generally identify forward-looking statements by terminology such as “outlook,” “believe,” “expect,” “potential,” “continue,” “may,” “will,” “should,” “could,” “seek,” “approximately,” “predict,” “intend,” “plan,” “estimate,” “anticipate,” “opportunity,” “comfortable,” “assume,” “remain,” “maintain,” “sustain,” “achieve,” “see,” “think,” “position” or the negative version of those words or other comparable words

Any forward-looking statements contained herein are based upon historical information and on our current plans, estimates and expectations. The inclusion of this or other forward-looking information should not be regarded as a representation by us or any other person that the future plans, estimates or expectations contemplated by us will be achieved.

We caution that forward-looking statements are subject to numerous assumptions, estimates, risks and uncertainties, including but not limited to the following: global economic, business, market and geopolitical conditions, including the impact of public health crises, such as the COVID-19 pandemic; U.S. and foreign regulatory developments relating to, among other things, financial institutions and markets, government oversight, fiscal and tax policy; the outcome of third-party litigation involving us; the consequences of the Foreign Corrupt Practices Act settlements with the SEC and the U.S. Department of Justice (the “DOJ”) and any claims arising therefrom; whether the Company realizes all or any of the anticipated benefits from the Recapitalization and other related transactions; whether the Recapitalization and other related transactions result in any increased or unforeseen costs, indemnification obligations or have an impact on our ability to retain or compete for professional talent or investor capital; conditions impacting the alternative asset management industry; our ability to retain existing investor capital; our ability to successfully compete for fund investors, assets, professional talent and investment opportunities; our ability to retain our active executive managing directors, managing directors and other investment professionals; our successful formulation and execution of our business and growth strategies; our ability to appropriately manage conflicts of interest and tax and other regulatory factors relevant to our business; the anticipated benefits of changing the Registrant’s tax classification from a partnership to a corporation and subsequently converting from a limited liability company to a corporation; and assumptions relating to our operations, investment performance, financial results, financial condition, business prospects, growth strategy and liquidity.

If one or more of these or other risks or uncertainties materialize, or if our assumptions or estimates prove to be incorrect, our actual results may vary materially from those indicated in these statements. These factors are not and should not be construed as exhaustive and should be read in conjunction with the other cautionary statements and risks that are included in our filings with the SEC, including but not limited to our Annual Report.

There may be additional risks, uncertainties and factors that we do not currently view as material or that are not known. The forward-looking statements contained in this report are made only as of the date of this report. We do not undertake to update any forward-looking statement because of new information, future developments or otherwise.

SCULPTOR CAPITAL MANAGEMENT, INC.

CONSOLIDATED BALANCE SHEETS — UNAUDITED

PART I – FINANCIAL INFORMATION

Item 1. Financial Statements


	March 31, 2020		December 31, 2019
	(dollars in thousands)
Assets
Cash and cash equivalents	$	142,753	$	240,938
Restricted cash	4,607		4,501
Investments (includes assets measured at fair value of $342,266 and $329,435, including assets sold under agreements to repurchase of $84,200 and $98,085 as of March 31, 2020 and December 31, 2019, respectively)	419,806		411,426
Income and fees receivable	43,782		215,395
Due from related parties	17,813		15,355
Deferred income tax assets	321,754		310,557
Operating lease assets	113,127		115,810
Other assets, net	79,262		82,608
Assets of consolidated funds:

Other assets of consolidated funds	649		649
Total Assets	$	1,143,553	$	1,397,239
Liabilities and Shareholders’ Equity
Liabilities
Compensation payable	$	22,770	$	187,180
Unearned incentive income	62,366		60,798
Due to related parties	195,199		211,915
Operating lease liabilities	124,240		128,043
Debt obligations	263,777		286,728
Securities sold under agreements to repurchase	95,775		97,508
Other liabilities	53,614		59,217
Liabilities of consolidated funds:
Other liabilities of consolidated funds	389		389
Total Liabilities	818,130		1,031,778
Commitments and Contingencies (Note 18)
Redeemable Noncontrolling Interests (Note 4)	151,327		150,000
Shareholders’ Equity
Class A Shares, $0.01 and $0.01 par value, 100,000,000 and 100,000,000 shares authorized, 21,946,639 and 21,284,945 shares issued and outstanding as of March 31, 2020 and December 31, 2019, respectively	219		213
Class B Shares, $0.01 and $0.01 par value, 75,000,000 and 75,000,000 shares authorized, 32,845,414 and 29,208,952 shares issued and outstanding as of March 31, 2020 and December 31, 2019, respectively	328		292
Additional paid-in capital	130,968		117,936
Accumulated deficit	(383,187)		(343,759)
Shareholders’ deficit attributable to Class A Shareholders	(251,672)		(225,318)
Shareholders’ equity attributable to noncontrolling interests	425,768		440,779
Total Shareholders’ Equity	174,096		215,461
Total Liabilities, Redeemable Noncontrolling Interests and Shareholders’ Equity	$	1,143,553	$	1,397,239

See notes to consolidated financial statements.

SCULPTOR CAPITAL MANAGEMENT, INC.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) — UNAUDITED


	Three Months Ended March 31,
	2020		2019
	(dollars in thousands)
Revenues
Management fees	$	66,953	$	63,623
Incentive income	9,322		53,198
Other revenues	2,953		3,769
Income of consolidated funds	—		2,604
Total Revenues	79,228		123,194

Expenses
Compensation and benefits	67,419		85,715
Interest expense	5,782		6,208
General, administrative and other	34,706		37,788
Expenses of consolidated funds	—		55
Total Expenses	107,907		129,766

Other (Loss) Income
Changes in tax receivable agreement liability	278		—
Net losses on early retirement of debt	(523)		(5,458)
Net (losses) gains on investments	(34,069)		2,689
Net gains of consolidated funds	—		3,746
Total Other (Loss) Income	(34,314)		977

Loss Before Income Taxes	(62,993)		(5,595)
Income taxes	(9,968)		3,386
Consolidated and Comprehensive Net Loss	(53,025)		(8,981)
Less: Net loss attributable to noncontrolling interests	26,085		7,234
Less: Net income attributable to redeemable noncontrolling interests	—		(5,534)
Net Loss Attributable to Sculptor Capital Management, Inc.	(26,940)		(7,281)
Change in redemption value of Preferred Units	(1,327)		44,364
Net (Loss) Income Attributable to Class A Shareholders	$	(28,267)	$	37,083

(Loss) Earnings per Class A Share
(Loss) Earnings per Class A Share - basic	$	(1.27)	$	1.81
(Loss) Earnings per Class A Share - diluted	$	(1.27)	$	1.73
Weighted-average Class A Shares outstanding - basic	22,304,713		20,475,359
Weighted-average Class A Shares outstanding - diluted	38,319,348		21,491,970

See notes to consolidated financial statements.

SCULPTOR CAPITAL MANAGEMENT, INC.

CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS’ EQUITY — UNAUDITED


	Three Months Ended March 31,
	2020		2019
	(dollars in thousands)
Number of Class A Shares
Beginning balance	21,284,945		19,905,126
Equity-based compensation	661,694		579,304
Ending Balance	21,946,639		20,484,430

Number of Class B Shares
Beginning balance	29,208,952		29,458,948
Equity-based compensation	3,636,462		(249,996)


Ending Balance	32,845,414		29,208,952

Class A Shares Par Value
Beginning balance	$	213	$	—
Equity-based compensation	6		—

Ending Balance	$	219	$	—

Class B Shares Par Value
Beginning balance	$	292	$	—
Equity-based compensation	36		—

Ending Balance	$	328	$	—

Additional Paid-in Capital
Beginning balance	$	117,936	$	3,135,841
Dividend equivalents on Class A restricted share units	875		539
Equity-based compensation, net of taxes	13,484		19,700

Impact of changes in Sculptor Operating Group ownership	—		(124)
Reallocation of equity and income tax effects of Recapitalization	—		35,408

Change in redemption value of Preferred Units	(1,327)		44,364
Ending Balance	$	130,968	$	3,235,728

SCULPTOR CAPITAL MANAGEMENT, INC.

CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS’ EQUITY — UNAUDITED — (continued)


	Three Months Ended March 31,
	2020		2019
	(dollars in thousands)
Accumulated Deficit
Beginning balance	$	(343,759)	$	(3,564,727)
Cash dividends declared on Class A Shares	(11,613)		(4,703)
Dividend equivalents on Class A restricted share units	(875)		(539)

Comprehensive net loss, excluding amounts attributable to redeemable noncontrolling interests	(26,940)		(7,281)
Ending Balance	$	(383,187)	$	(3,577,250)
Shareholders’ Deficit Attributable to Class A Shareholders	$	(251,672)	$	(341,522)

Shareholders’ Equity Attributable to Noncontrolling Interests
Beginning balance	$	440,779	$	419,431
Capital contributions	1,490		427
Capital distributions	(286)		(285)
Equity-based compensation, net of taxes	9,870		14,418
Impact of changes in Sculptor Operating Group ownership	—		124
Reallocation of equity and income tax effects of Recapitalization	—		(39,086)
Change in redemption value of Preferred Units	—		57,042
Comprehensive net loss, excluding amounts attributable to redeemable noncontrolling interests	(26,085)		(7,234)
Ending Balance	$	425,768	$	444,837
Total Shareholders’ Equity	$	174,096	$	103,315

Cash dividends paid on Class A Shares	$	0.53	$	0.23

See notes to consolidated financial statements.

SCULPTOR CAPITAL MANAGEMENT, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS — UNAUDITED


	Three Months Ended March 31,
	2020		2019

	(dollars in thousands)
Cash Flows from Operating Activities
Consolidated net loss	$	(53,025)	$	(8,981)
Adjustments to reconcile consolidated net loss to net cash provided by operating activities:
Amortization of equity-based compensation	24,729		37,223
Depreciation, amortization and net gains and losses on fixed assets	1,802		2,411
Net losses on early retirement of debt	523		5,458
Deferred income taxes	(11,195)		2,064
Non-cash lease expense	5,298		5,310
Net losses (gains) on investments, net of dividends	35,204		(2,064)
Operating cash flows due to changes in:
Income and fees receivable	171,613		9,400
Due from related parties	(2,458)		75
Other assets, net	4,439		(686)
Compensation payable	(164,961)		(80,690)
Unearned incentive income	1,569		2,371
Due to related parties	(16,716)		1,428
Operating lease liabilities	(6,261)		(2,383)
Other liabilities	(5,616)		(14,225)
Consolidated funds related items:
Net gains of consolidated funds	—		(3,746)
Purchases of investments	—		(49,598)
Proceeds from sale of investments	—		60,094
Other assets of consolidated funds	—		(1,541)
Other liabilities of consolidated funds	—		2,402
Net Cash Used in Operating Activities	(15,055)		(35,678)

Cash Flows from Investing Activities
Purchases of fixed assets	(394)		(287)

Purchases of United States government obligations	(89,489)		—
Maturities and sales of United States government obligations	50,632		11,800
Investments in funds	(7,852)		(14,631)
Return of investments in funds	288		30,345

Net Cash (Used in) Provided by Investing Activities	(46,815)		27,227

SCULPTOR CAPITAL MANAGEMENT, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS — UNAUDITED — (continued)


	Three Months Ended March 31,
	2020		2019

	(dollars in thousands)
Cash Flows from Financing Activities

Contributions from noncontrolling and redeemable noncontrolling interests	1,490		2,134
Distributions to noncontrolling and redeemable noncontrolling interests	(285)		(15,897)
Dividends on Class A Shares	(11,613)		(4,703)
Proceeds from debt obligations, net of issuance costs	1,988		—
Repayment of debt obligations, including prepayment costs	(27,000)		(141,068)



Other, net	(789)		(1,886)
Net Cash Used in Financing Activities	(36,209)		(161,420)
Net change in cash and cash equivalents and restricted cash	(98,079)		(169,871)
Cash and cash equivalents and restricted cash, beginning of period	245,439		323,884
Cash and Cash Equivalents and Restricted Cash, End of Period	$	147,360	$	154,013

Supplemental Disclosure of Cash Flow Information
Cash paid during the period:
Interest	$	2,937	$	5,487
Income taxes	$	2,113	$	2,462








Reconciliation of cash and cash equivalents and restricted cash:
Cash and cash equivalents	$	142,753	$	144,750
Restricted cash	4,607		9,263
Total Cash and Cash Equivalents and Restricted Cash	$	147,360	$	154,013

See notes to consolidated financial statements.

SCULPTOR CAPITAL MANAGEMENT, INC. — UNAUDITED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

MARCH 31, 2020

1. OVERVIEW

Sculptor Capital Management, Inc. (the “Registrant”), a Delaware corporation, together with its consolidated subsidiaries (collectively, the “Company” or “Sculptor Capital”), is a global alternative asset management firm providing investment products in a range of areas, including multi-strategy, credit and real estate. With offices in New York, London, Hong Kong and Shanghai, the Company serves global clients through commingled funds, separate accounts and specialized products (collectively, the “funds”). Sculptor Capital’s distinct investment process seeks to generate attractive and consistent risk-adjusted returns across market cycles through a combination of bottom-up fundamental analysis, a high degree of flexibility, a collaborative team and integrated risk management. The Company’s capabilities span all major geographies, in strategies including fundamental equities, corporate credit, real estate debt and equity, merger arbitrage, structured credit and private investments.

The Company manages multi-strategy funds, dedicated credit funds, including opportunistic credit funds and Institutional Credit Strategies products, real estate funds and other alternative investment vehicles. Through Institutional Credit Strategies, the Company’s asset management platform that invests in performing credits, the Company manages collateralized loan obligations (“CLOs”), aircraft securitizations, collateralized bond obligations (“CBOs”), commingled products and other customized solutions for clients.

The Company’s primary sources of revenues are management fees, which are based on the amount of the Company’s assets under management, and incentive income, which is based on the investment performance of its funds. Accordingly, for any given period, the Company’s revenues will be driven by the combination of assets under management and the investment performance of the funds.

The Company has one operating and reportable segment and generates substantially all of its revenues in the United States. The Company conducts its operations through Sculptor Capital LP, Sculptor Capital Advisors LP and Sculptor Capital Advisors II LP (collectively, the “Sculptor Operating Partnerships” and collectively with their consolidated subsidiaries, the “Sculptor Operating Group”). The Registrant holds its interests in the Sculptor Operating Group indirectly through Sculptor Capital Holding Corporation (“Sculptor Corp”), a wholly owned subsidiary of the Registrant.

References to the Company’s “executive managing directors” include the current executive managing directors of the Company, and, except where the context requires otherwise, also include certain executive managing directors who are no longer active in the Company’s business. References to the Company’s “active executive managing directors” refer to executive managing directors who remain active in the Company’s business.

COVID-19 Pandemic

In the first quarter of 2020, a novel strain of coronavirus (“COVID-19”) spread across the world resulting in a wide-spread economic downturn. As a result, the Company’s funds experienced significant performance-related depreciation, which has had a negative impact on the Company’s incentive income during the first quarter of 2020, as well as on the opening balance of assets under management in the second quarter, and therefore may cause the Company to recognize lower management fees from these funds in the second quarter. To the extent these losses are not reversed by gains later this year, it will have a material impact on the Company’s ability to earn incentive income in 2020, as well as in future years until the losses are recovered for continuing fund investors.

In addition, the Company experienced unrealized losses on its risk retention investments held in certain of the CLOs that it manages. While the Company is required to hold these investments for the entire duration of the CLOs, to the extent that cash flows in the CLOs deteriorate, the Company could experience declining interest income and impairments on these investments. The Company may also experience detrimental impacts to the management fees it earns from the CLOs if market conditions do not sufficiently recover over the life cycle of these CLOs.

SCULPTOR CAPITAL MANAGEMENT, INC. — UNAUDITED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

MARCH 31, 2020

The Company has also evaluated its long-lived assets including operating lease assets and goodwill and has not identified any impairments to these assets as of March 31, 2020.

Company Structure

As of March 31, 2020, the Registrant is a holding company that, through Sculptor Corp, holds equity ownership interests in the Sculptor Operating Group. The Registrant had issued and outstanding the following share classes:

•Class A Shares—Class A Shares are publicly traded and entitle the holders thereof to one vote per share on matters submitted to a vote of shareholders. The holders of Class A Shares are entitled to any distributions declared on the Class A Shares by the Registrant’s Board of Directors (the “Board”).

•Class B Shares—Class B Shares are held by executive managing directors, as further discussed below. These shares are not publicly traded but rather entitle the executive managing directors to one vote per share on matters submitted to a vote of shareholders. These shares do not participate in the earnings of the Registrant, as the executive managing directors participate in the related economics of the Sculptor Operating Group through their direct ownership in the Sculptor Operating Group, subject to the Distribution Holiday discussed below.

The Company conducts its operations through the Sculptor Operating Group. The following is a list of the outstanding units of the Sculptor Operating Partnerships as of March 31, 2020:

•Group A Units—Group A Units are limited partner interests issued to certain executive managing directors. Beginning on the final day of the Distribution Holiday (as defined in Note 3), each executive managing director may exchange his or her vested and booked-up (as defined below) Group A Units for an equal number of Class A Shares (or the cash equivalent thereof) over a period of two years in three equal installments commencing upon the final day of the Distribution Holiday and on each of the first and second anniversary thereof (or, for units that become vested and booked-up Group A Units after the final day of the Distribution Holiday, from the later of the date on which they would have been exchangeable in accordance with the foregoing and the date on which they become vested and booked-up Group A Units) (and thereafter such units will remain exchangeable), in each case, subject to certain restrictions. A “book-up” is achieved when sufficient appreciation has occurred to meet a prescribed capital account book-up target under the terms of the Sculptor Operating Partnership limited partnership agreements.

Holders of Group A Units do not receive distributions during the Distribution Holiday. Group A Unit grants are accounted for as equity-based compensation. See Note 14 in the Company’s Annual Report on Form 10-K, as amended, for the year ended December 31, 2019, dated February 25, 2020 (“Annual Report”) for additional information. The Company completed a recapitalization in February 2019 (“Recapitalization”). See Note 3 for additional details. In connection with the Recapitalization each Group A Unit outstanding on the Recapitalization date was recapitalized into 0.65 Group A Units and 0.35 Group A-1 Units.

•Group A-1 Units—Group A-1 Units are limited partner interests into which 0.35 of each Group A Unit was recapitalized in connection with the reallocation that was effectuated by the Recapitalization. The Group A-1 Units will be canceled at such time and to the extent that the Group E Units granted in connection with the Recapitalization vest and achieve a book-up. Group A-1 Units are not eligible to receive distributions at any time and do not participate in the net income (loss) of the Sculptor Operating Group. However, the holders of Group A-1 Units shall participate in any sale, change of control or other liquidity event that takes place prior to cancellation of the Group A-1 Units. In the Recapitalization, the holders of the 2016 Preferred Units (as defined below) forfeited an additional 749,813 Group A Units, which were recapitalized into Group A-1 Units.

•Group B Units—Sculptor Corp holds a general partner interest and Group B Units in each Sculptor Operating Partnership. Sculptor Corp owns all of the Group B Units, which represent equity interest in the Sculptor Operating

SCULPTOR CAPITAL MANAGEMENT, INC. — UNAUDITED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

MARCH 31, 2020

Partnerships. Except during the Distribution Holiday as described above, the Group B Units are economically identical to the Group A Units held by executive managing directors but are not exchangeable for Class A Shares and are not subject to vesting, forfeiture or minimum retained ownership requirements.

•Group E Units—Group E Units are limited partner interests issued to certain executive managing directors that are only entitled to future profits and gains. Each Group E Unit converts into a Group A Unit and becomes exchangeable for one Class A Share (or the cash equivalent thereof) to the extent there has been a sufficient amount of appreciation for a Group E Unit to achieve a book-up target and, subject to other conditions contained in the limited partnership agreements of the Sculptor Operating Partnerships, the Distribution Holiday has ended (or an earlier exchange date is established by the Exchange Committee). The Group E Units are entitled to share in residual assets upon liquidation, dissolution or winding up and become eligible to participate in any tag along right, in a change of control transaction or other liquidity event only to the extent of their relative positive capital accounts (if any). In connection with the Recapitalization, all outstanding Group D Units, which were non-equity profits interests, converted into Group E Units on a one-for-one basis. Holders of Group E Units do not receive distributions during the Distribution Holiday. See Note 3 for additional information. Group E Unit grants are accounted for as equity-based compensation. See Note 14 in the Annual Report for additional information.

•Group P Units—Group P Units are limited partner interests issued to certain executive managing directors that are only entitled to future profits and gains. Each Group P Unit becomes exchangeable for one Class A Share (or the cash equivalent thereof), in each case upon satisfaction of certain service and performance conditions at such time and, with respect to exchanges, to the extent there has been sufficient appreciation for a Group P Unit to achieve a book-up target and, subject to other conditions contained in the limited partnership agreements of the Sculptor Operating Partnerships, the Distribution Holiday has ended (or an earlier exchange date is established by the Exchange Committee). The Group P Units are entitled to share in residual assets upon liquidation, dissolution or winding up and become eligible to participate in any tag along right, in a change of control transaction or other liquidity event only to the extent that certain performance conditions are met and to the extent of their relative positive capital accounts (if any). The terms of the Group P Units may be varied for certain executive managing directors. Group P Unit grants are accounted for as equity-based compensation. See Note 14 in the Annual Report for additional information.

•Preferred Units— The Preferred Units are non-voting preferred equity interests in the Sculptor Operating Partnerships. Preferred Units issued in 2016 and 2017 are collectively referred to as the “2016 Preferred Units.” The Preferred Units issued in 2019 are referred to as the “2019 Preferred Units.” See Note 10 for additional information.

Executive managing directors hold a number of Class B Shares equal to the number of Group A Units, vested Group E Units, Group A-1 Units (to the extent the corresponding Class B Shares have not been canceled in connection with the vesting of certain Group E Units issued in connection with the Recapitalization, as further discussed in Note 3) and Group P Units held. Upon the exchange of a Group A Unit or a Group P Unit for a Class A Share, the corresponding Class B Share is canceled and a Group B Unit is issued to Sculptor Corp.

SCULPTOR CAPITAL MANAGEMENT, INC. — UNAUDITED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

MARCH 31, 2020

The following table presents the number of shares and units (excluding Preferred Units) of the Registrant and the Sculptor Operating Partnerships, respectively, that were outstanding as of March 31, 2020:


			As of March 31, 2020
Sculptor Capital Management, Inc.
Class A Shares			21,946,639
Class B Shares			32,845,414

Sculptor Operating Partnerships
Group A Units			16,019,506
Group A-1 Units			9,779,446
Group B Units			21,946,639
Group E Units			13,450,821
Group P Units			3,410,000

In addition, the Company grants Class A restricted share units (“RSUs”) and performance-based RSUs (“PSUs”) to its employees and executive managing directors as a form of compensation. RSU and PSU grants are accounted for as equity-based compensation. See Note 14 in the Annual Report for additional information.

2. BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

These unaudited, interim, consolidated financial statements are prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) as set forth in the Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”), and should be read in conjunction with the audited consolidated financial statements included in the Company’s Annual Report. In the opinion of management, all adjustments considered necessary for a fair presentation of the Company’s unaudited, interim, consolidated financial statements have been included and are of a normal and recurring nature. All significant intercompany transactions and balances have been eliminated in consolidation.

The results of operations presented for the interim periods are not necessarily indicative of the results that may be expected for any other interim period or for the entire year. For example, incentive income for the majority of the Company’s multi-strategy assets under management is recognized in the fourth quarter each year, based on full year investment performance.

Recently Adopted Accounting Pronouncements

No changes to GAAP that went into effect in the three months ended March 31, 2020 had a material effect on the Company’s consolidated financial statements.

Future Adoption of Accounting Pronouncements

No changes to GAAP that are not yet effective are expected to have a material effect on the Company’s consolidated financial statements.

3. RECAPITALIZATION

On February 7, 2019, the Company completed the Recapitalization, which included a series of transactions that involved the reallocation of certain ownership interests in the Sculptor Operating Partnerships to existing members of senior management, a “Distribution Holiday” on interests held by active and former executive managing directors, an amendment to the tax receivable

SCULPTOR CAPITAL MANAGEMENT, INC. — UNAUDITED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

MARCH 31, 2020

agreement, a “Cash Sweep” to pay down the 2018 Term Loan (as defined in Note 8) and 2019 Preferred Units, and various other related transactions. In addition, (i) $200.0 million of the 2016 Preferred Units was restructured into the Debt Securities (as described in Note 8) and (ii) $200.0 million of the 2016 Preferred Units was restructured into the 2019 Preferred Units.

Reallocation of Equity

In connection with the Recapitalization, holders of Group A Units collectively reallocated 35% of their Group A Units to existing members of senior management and for potential grants to new hires. The reallocation was effected by (i) recapitalizing such Group A Units into Group A-1 Units and (ii) creating and making grants to existing members of senior management (and reserving for future grants to active managing directors and new hires) of Group E Units. An equivalent number of Group A-1 Units will be canceled at such time and to the extent that Group E Units vest and achieve a book-up. Upon vesting, holders of Group E Units received in connection with the reallocation of Group A Units will be entitled to vote a corresponding number of Class B Shares previously allocated to Group A-1 Units. Until such time as the relevant Group E Units become vested, the Class B Shares corresponding to the Group A-1 Units will be voted pro rata in accordance with the vote of the Class A Shares. In connection with the Recapitalization, the holders of the 2016 Preferred Units forfeited an additional 749,813 Group A Units (which were recapitalized into Group A-1 Units).

Distribution Holiday

The Sculptor Operating Partnerships initiated a distribution holiday (the “Distribution Holiday”) on the Group A Units, Group D Units, Group E Units and Group P Units and on certain RSUs that will terminate on the earlier of (x) 45 days after the last day of the first calendar quarter as of which the achievement of $600.0 million of Distribution Holiday Economic Income (as defined in the Sculptor Operating Partnerships’ limited partnership agreements) is realized and (y) April 1, 2026.

During the Distribution Holiday, (i) the Sculptor Operating Partnerships shall only make distributions with respect to Group B Units, (ii) the performance thresholds of Group P Units and PSUs shall be adjusted to take into account performance and distributions during such period, and (iii) RSUs will continue to receive dividend equivalents in respect of dividends or distributions paid on the Class A Shares. For executive managing directors that have received Group E Units, distributions on Group P Units, RSUs and PSUs is limited to an aggregate amount not to exceed $4.00 per Group P Unit, PSU or RSU, as applicable, cumulatively during the Distribution Holiday. Following the termination of the Distribution Holiday, Group A Units and Group E Units (whether vested or unvested) shall receive distributions even if such units have not been booked-up.

The Distribution Holiday was effective retroactively to October 1, 2018. As a result, the Company recorded an adjustment to additional paid-in capital and noncontrolling interests to reallocate a portion of pre-Recapitalization earnings and related income tax effects from noncontrolling interests to the Company’s additional paid-in capital. Such adjustment is recorded within Recapitalization adjustment in the consolidated statement of shareholders’ equity (deficit).

Cash Sweep

As part of the Recapitalization, the Company instituted a “Cash Sweep” with regards to the paydowns of the 2018 Term Loan and the 2019 Preferred Units. During the Distribution Holiday, on a quarterly basis, for each of the first three quarters of the year 100% of all Economic Income (subject to certain adjustments described in the 2019 Preferred Unit Designations as defined in Note 10) will be applied to repay the 2018 Term Loan and then to redeem the 2019 Preferred Units, in each case, together with accrued interest. The Cash Sweep will not apply to the extent that it would result in the Sculptor Operating Group having a minimum “Free Cash Balance” (as defined in the 2019 Preferred Unit Designations) of less than $200.0 million except in certain specified circumstances. In the fourth quarter of each year, an amount equal to the excess of the Free Cash Balance over the minimum Free Cash Balance of $200.0 million, will be used to repay the 2018 Term Loan and redeem the 2019 Preferred Units. In addition, without duplication of the Cash Sweep, (i) certain of the proceeds resulting from the realization of incentive income from certain longer term assets under management described in the 2019 Preferred Units Designations (“Designated Accrued Unrecognized Incentive”) and (ii) 85% of the net cash proceeds from any Asset Sales (as defined in the 2019 Preferred Units Designations), will be used to repay the 2018 Term Loan and redeem the 2019 Preferred Units.

SCULPTOR CAPITAL MANAGEMENT, INC. — UNAUDITED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

MARCH 31, 2020

As long as the Cash Sweep is in effect, the Sculptor Operating Group may only use funds from a cumulative discretionary one-time basket of up to $50.0 million in the aggregate, or reserve up to $17.0 million in the aggregate annually (the “Discretionary Basket”), to engage in certain “Restricted Activities” (as defined below) or any other activities related to the strategic expansion of the Sculptor Operating Group, and may not use any other funds of the Sculptor Operating Group to fund such activities, subject to certain exceptions. The Discretionary Basket will not be subject to the Distribution Holiday or the Cash Sweep and, subject to certain exceptions, may only be used to fund new firm investments or new firm products or to fund share buybacks (including RSU cash settlements in excess of permitted amounts) in an aggregate amount not to exceed $25.0 million (the “Restricted Activities”). The Discretionary Basket may not be used to fund employee compensation payments.

4. NONCONTROLLING INTERESTS

Noncontrolling interests represent ownership interests in the Company’s subsidiaries held by parties other than the Company, and primarily relate to the Group A Units held by executive managing directors.

Prior to the Recapitalization, the attribution of net income (loss) of each Sculptor Operating Partnership was based on the relative ownership percentages of the Group A Units (noncontrolling interests) and the Group B Units (indirectly held by the Registrant). In applying the substantive profit-sharing arrangements in the Sculptor Operating Partnerships’ limited partnership agreements to the Company’s consolidated financial statements, for periods subsequent to the Recapitalization and for the duration of the Distribution Holiday, the Company will allocate net income of each Sculptor Operating Partnership in any fiscal year solely to the Group B Units and any net loss on a pro rata basis based on the relative ownership percentages of the Group A Units and Group B Units. To the extent a Sculptor Operating Partnership incurs a net loss in an interim period, any net income recognized in a subsequent interim period in the same fiscal year is allocated on a pro rata basis to the extent of previously allocated net loss. Conversely, to the extent a Sculptor Operating Partnership recognizes net income in an interim period, any net loss incurred in a subsequent interim period in the same fiscal year is allocated solely to the Group B Units to the extent of previously allocated net income.

SCULPTOR CAPITAL MANAGEMENT, INC. — UNAUDITED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

MARCH 31, 2020

The table below sets forth the calculation of noncontrolling interests related to the Group A Units for each Sculptor Operating Partnership (rounding differences may occur). The blended participation percentages presented below take into account ownership changes throughout the periods presented. In addition, the blended participation percentages in 2019 take into account the difference in methodology described above for the period prior to the Recapitalization Date compared to the period following the Recapitalization Date. For example, Sculptor Capital Advisors LP had net income in the period prior to the Recapitalization Date, and as a result, allocates a portion of its net income for the three months ended March 31, 2019 to the Group A Units.


	Three Months Ended March 31,
	2020			2019
	(dollars in thousands)
	(dollars in thousands)

Sculptor Capital LP
Net loss	$	(41,177)		$	(32,049)
Blended participation percentage	42		%	44		%
Net Loss Attributable to Group A Units	$	(17,374)		$	(14,064)

Sculptor Capital Advisors LP
Net (loss) income	$	(9,938)		$	17,497
Blended participation percentage	42		%	38		%
Net (Loss) Income Attributable to Group A Units	$	(4,193)		$	6,695

Sculptor Capital Advisors II LP
Net (loss) income	$	(8,933)		$	2,053
Blended participation percentage	42		%	0		%
Net (Loss) Income Attributable to Group A Units	$	(

Price	21.53	EPS	1
Shares	28	P/E	22
MCap	606	P/FCF	14
Net Debt	176	EBIT	59
TEV	783	TEV/EBIT	13
TTM 2019-09-30, in MM, except price, ratios

10-Q	2020-03-31	Filed 2020-05-07
10-K	2019-12-31	Filed 2020-02-24
10-Q	2019-09-30	Filed 2019-11-07
10-Q	2019-06-30	Filed 2019-08-06
10-Q	2019-03-31	Filed 2019-05-09
10-K	2018-12-31	Filed 2019-03-15
10-Q	2018-09-30	Filed 2018-11-06
10-Q	2018-06-30	Filed 2018-08-02
10-Q	2018-03-31	Filed 2018-05-03
10-K	2017-12-31	Filed 2018-02-23
10-Q	2017-09-30	Filed 2017-11-02
10-Q	2017-06-30	Filed 2017-08-02
10-Q	2017-03-31	Filed 2017-05-02
10-K	2016-12-31	Filed 2017-03-01
10-Q	2016-09-30	Filed 2016-11-02
10-Q	2016-06-30	Filed 2016-08-02
10-Q	2016-03-31	Filed 2016-05-03
10-K	2015-12-31	Filed 2016-02-11
10-Q	2015-09-30	Filed 2015-11-03
10-Q	2015-06-30	Filed 2015-08-05
10-Q	2015-03-31	Filed 2015-05-05
10-K	2014-12-31	Filed 2015-02-24
10-Q	2014-09-30	Filed 2014-11-04
10-Q	2014-06-30	Filed 2014-08-05
10-Q	2014-03-31	Filed 2014-05-02
10-K	2013-12-31	Filed 2014-03-18
10-Q	2013-09-30	Filed 2013-11-05
10-Q	2013-06-30	Filed 2013-08-02
10-Q	2013-03-31	Filed 2013-05-02
10-K	2012-12-31	Filed 2013-02-28
10-Q	2012-09-30	Filed 2012-11-05
10-Q	2012-06-30	Filed 2012-08-02
10-Q	2012-03-31	Filed 2012-05-02
10-K	2011-12-31	Filed 2012-02-27
10-Q	2011-09-30	Filed 2011-11-02
10-Q	2011-06-30	Filed 2011-08-02
10-Q	2011-03-31	Filed 2011-05-03
10-K	2010-12-31	Filed 2011-02-28
10-Q	2010-09-30	Filed 2010-11-05
10-Q	2010-06-30	Filed 2010-08-05
10-Q	2010-03-31	Filed 2010-05-05
10-K	2009-12-31	Filed 2010-03-04

8-K	2020-05-06	Earnings, Exhibits
8-K	2020-05-04	Other Events, Exhibits
8-K	2020-04-02	Other Events, Exhibits
8-K	2020-03-03	Other Events, Exhibits
8-K	2020-02-13	Earnings, Other Events, Exhibits
8-K	2020-02-04	Other Events, Exhibits
8-K	2020-01-23	Enter Agreement, Other Events, Exhibits
8-K	2020-01-03	Other Events, Exhibits
8-K	2019-12-03	Other Events, Exhibits
8-K	2019-11-07	Earnings, Other Events, Exhibits
8-K	2019-11-04	Other Events, Exhibits
8-K	2019-10-03	Other Events, Exhibits
8-K	2019-09-04	Other Events, Exhibits
8-K	2019-08-30	Enter Agreement, Amend Bylaw, Exhibits
8-K	2019-08-02	Other Events
8-K	2019-08-02	Earnings, Other Events, Exhibits
8-K	2019-07-02	Shareholder Vote
8-K	2019-07-02	Other Events
8-K	2019-06-04	Other Events
8-K	2019-05-13	Officers, Shareholder Vote, Exhibits
8-K	2019-05-09	Earnings, Other Events, Exhibits
8-K	2019-05-09	Shareholder Rights, Officers, Amend Bylaw, Other Events, Exhibits
8-K	2019-05-02	Other Events
8-K	2019-04-29	Other Events, Exhibits
8-K	2019-04-09	Other Events
8-K	2019-04-02	Other Events
8-K	2019-04-01	Enter Agreement, Exhibits
8-K	2019-03-07	Earnings, Other Events, Exhibits
8-K	2019-03-04	Other Events
8-K	2019-02-07	Other Events
8-K	2019-02-07	Enter Agreement, Off-BS Arrangement, Shareholder Rights, Officers, Other Events, Exhibits
8-K	2019-02-06	Enter Agreement, Exhibits
8-K	2019-02-04	Other Events
8-K	2019-01-31	Enter Agreement, Exhibits
8-K	2019-01-14	Enter Agreement, Exhibits
8-K	2019-01-03	Other Events
8-K	2019-01-03
8-K	2018-12-27	Other Events, Exhibits
8-K	2018-12-05	Enter Agreement, Off-BS Arrangement, Officers, Regulation FD, Other Events, Exhibits
8-K	2018-12-04	Other Events
8-K	2018-11-02	Other Events
8-K	2018-11-02	Earnings, Other Events, Exhibits
8-K	2018-10-02	Other Events
8-K	2018-09-05	Other Events
8-K	2018-08-02	Officers
8-K	2018-08-02	Other Events
8-K	2018-08-02	Earnings, Other Events, Exhibits
8-K	2018-07-03	Other Events
8-K	2018-06-06	Shareholder Vote
8-K	2018-06-04	Other Events
8-K	2018-05-02	Earnings, Other Events, Exhibits
8-K	2018-05-02	Other Events
8-K	2018-04-17	Officers, Exhibits
8-K	2018-04-10	Enter Agreement, Leave Agreement, Off-BS Arrangement, Exhibits
8-K	2018-04-05	Regulation FD
8-K	2018-04-03	Other Events
8-K	2018-03-28	Enter Agreement
8-K	2018-03-02	Regulation FD
8-K	2018-02-23	Regulation FD, Exhibits
8-K	2018-02-16	Earnings, Other Events, Exhibits
8-K	2018-02-02	Regulation FD
8-K	2018-01-30	Enter Agreement, Officers, Exhibits
8-K	2018-01-29	Officers, Exhibits
8-K	2018-01-04	Officers
8-K	2018-01-03	Regulation FD

EX-10.1	ozmpartneragreement.htm
EX-10.2	ozapartneragreement.htm
EX-10.3	ozaiipartneragreement.htm
EX-31.1	scu-10xqx1q2020xex311.htm
EX-31.2	scu-10xqx1q2020xex312.htm
EX-32.1	scu-10xqx1q2020xex321.htm

OZM 10Q Quarterly Report

Och-Ziff Earnings 2020-03-31