BLUE OWL CAPITAL INC. (OWL) FY 2024 MD&A
This page reproduces the company's own Item 7 MD&A text from the linked SEC filing. It is filer text, not grepcent analysis, scoring, or investment advice.
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations.
This Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”) contains forward-looking statements and involves numerous risks and uncertainties, including, but not limited to, those described in “Item 1A. Risk Factors.” of this report, and should be read in conjunction with the Financial Statements.
Overview
| Year Ended December 31, | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| (dollars in thousands) | 2024 | 2023 | ||||||||
| Net Income Attributable to Blue Owl Capital Inc. | $ | 109,584 | $ | 54,343 | ||||||
| Fee-Related Earnings(1) | $ | 1,253,366 | $ | 997,717 | ||||||
| Distributable Earnings(1) | $ | 1,129,248 | $ | 927,838 |
(1) For the specific components and calculations of these Non-GAAP measures, as well as a reconciliation of these measures to the most comparable measure in accordance with GAAP, see “—Non-GAAP Analysis” and “—Non-GAAP Reconciliations.”
Please see “—GAAP Results of Operations Analysis” and “—Non-GAAP Analysis” for a detailed discussion of the underlying drivers of our results.
Recent Transactions
On June 6, 2024, we completed the Prima Acquisition, creating our real estate finance strategy. See Note 3 to our Financial Statements for additional information.
On July 1, 2024, we completed the KAM Acquisition. KAM is a boutique investment management firm focused on providing asset management services to the insurance industry. KAM’s capabilities in investment grade credit and real estate strategies supplement Blue Owl’s existing strength in these asset classes and further accelerate our ability to bring differentiated products and strategies to the market for insurance clients. Our acquisition of KAM enhances our ability to serve the insurance market at scale and marks the official launch of Blue Owl Insurance Solutions. Working seamlessly across our investment platforms, Blue Owl Insurance Solutions combines the focused alternatives approach with expanded industry capabilities to now serve insurance clients across a broader range of their needs. See Note 3 to our Financial Statements for additional information.
On September 30, 2024, we completed the Atalaya Acquisition. Atalaya focuses primarily on asset-based credit investments across consumer and commercial finance, corporate and real estate assets. The completion of the acquisition of Atalaya’s business represents a significant expansion of Blue Owl’s alternative credit presence. See Note 3 to our Financial Statements for additional information.
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On January 3, 2025, we completed the previously announced IPI Acquisition. The aggregate consideration for the IPI Acquisition was approximately $1.0 billion. We funded the IPI Acquisition through the issuance of 39,091,754 Common Units and corresponding Class C Shares and cash consideration of $204.1 million. We expect to issue additional Common Units and corresponding Class C Shares in the first half of 2025 when the purchase price is finalized.
In addition, in connection with the IPI Acquisition, we entered into a services agreement with ICONIQ (as defined in Note 14 to our Financial Statements) (the “Services Agreement”), pursuant to which ICONIQ will provide certain services, including investment analysis and investor relations services to us or our subsidiaries. Under the terms of the Services Agreement, in 2026 we expect to issue 14,175,000 Incentive Units, subject to future targets. We also expect to issue in 2027 or 2028 a meaningful amount of additional Incentive Units pursuant to the Services Agreement, subject to the achievement of certain future targets. The Incentive Units will be fully vested upon issuance.
Assets Under Management
| Blue OwlAUM: $251.1 billionFPAUM: $159.8 billion | ||||
|---|---|---|---|---|
| Credit AUM: $135.7 billionFPAUM: $91.0 billion | GP Strategic CapitalAUM: $66.0 billionFPAUM: $37.3 billion | Real AssetsAUM: $49.4 billionFPAUM: $31.5 billion | ||
| Direct LendingAUM: $98.1 billionFPAUM: $58.6 billion | GP Minority StakesAUM: $62.4 billionFPAUM: $35.9 billion | Net LeaseAUM: $33.9 billionFPAUM: $17.4 billion | ||
| Alternative CreditAUM: $10.5 billionFPAUM: $5.7 billion | GP Debt FinancingAUM: $2.8 billionFPAUM: $1.2 billion | Real Estate Credit AUM: $15.5 billionFPAUM: $14.1 billion | ||
| Investment Grade CreditAUM: $17.6 billionFPAUM: $17.7 billion | Professional Sports Minority StakesAUM: $0.9 billionFPAUM: $0.3 billion | |||
| Liquid CreditAUM: $7.3 billionFPAUM: $7.2 billion | ||||
| OtherAUM: $2.3 billionFPAUM: $1.7 billion |
All amounts shown as of December 31, 2024, totals may not sum due to rounding.
As of December 31, 2024, our AUM was $251.1 billion, which included $159.8 billion of FPAUM. As of December 31, 2024, we have $22.6 billion in AUM not yet paying fees, providing over $300 million of annualized management fees once deployed. See “—Assets Under Management” for additional information, including important information on how we define these metrics.
Business Environment
Our business is impacted by conditions in the financial markets and economic conditions in the United States, and to a lesser extent, globally.
We believe that our management-fee centric business model and base of Permanent Capital contribute to the resiliency of our earnings and the strength of our business growth, particularly during periods of market uncertainty and volatility, as we have seen over the past few years. During the fourth quarter of 2024, industry M&A and capital markets activity remained moderately constructive, a continuation of the improvement relative to late 2022 and early 2023.
Over the past twelve months, 91% of our GAAP and FRE management fees were generated by Permanent Capital and the remainder was predominantly from long-dated capital, with no meaningful pressure to our asset base from redemptions. The fourth quarter of 2024 was a record fundraising quarter for Blue Owl, in which we raised $9.5 billion of equity across an increasingly diversified set of products and strategies. Inclusive of debt, we raised $18.1 billion of capital in the fourth quarter and $47.5 billion in 2024. Fundraising and capital deployment contributed to management fee growth of over 25% compared
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with the prior year. We ended the fourth quarter of 2024 with substantial available capital to deploy, reporting approximately $22.6 billion of AUM not yet paying fees.
Subsequent to quarter end, we completed the IPI Acquisition, reflecting a significant step forward in Blue Owl’s presence in the digital infrastructure ecosystem. Pro forma for the IPI Acquisition, our AUM as of December 31, 2024 was approximately $265 billion.
The fourth quarter of 2024 was once again a very active quarter for direct lending deployment, with $13.4 billion of originations, bringing our full year gross deployment to $52.0 billion and net funded deployment of $16.6 billion. Blue Owl continued to play a significant role in new deals, add-ons and refinancings alongside the syndicated market. We were also active in deploying capital for our alternative credit strategy and insurance solutions platform. For Blue Owl, positive net deployment and ongoing capital raising remained key drivers of higher management fees.
We continue to see attractive deployment opportunities for our GP Strategic Capital products, as capital needs across the private alternative asset management sector remain elevated. We raised incremental capital in our large-cap GP minority stakes strategy from both the institutional and private wealth channels and held an incremental close for our mid-cap minority stakes strategy, bringing this new strategy to nearly $1 billion dollars. During the fourth quarter, Blue Owl GP Stakes III completed another strip sale of certain assets within the fund, providing liquidity for existing investors while offering a creative way for new investors to access our pool of leading notable Partner Managers.
In Real Assets, we continue to actively deploy capital in our net lease strategy across a number of scaled opportunities, with our latest fund now over 75% committed despite having just held a final close in the first quarter of 2024. Our pipeline of deployment opportunities remains robust, reflecting the very significant capital needs of corporations, and we continue to see robust demand from investors in these products. During the fourth quarter, we held an additional close for our European net lease strategy and continued to see strong interest in our non-traded REIT.
We are continuing to closely monitor developments related to the macroeconomic factors that have contributed to market volatility, and to assess the impact of these factors on financial markets and on our business. Our future results may be adversely affected by slowdowns in fundraising activity and the pace of capital deployment, which could result in delayed management fees. It is currently not possible to predict the ultimate effects of these events on the financial markets, overall economy and our Financial Statements. See “Item 1A. Risk Factors —Risks Related to Macroeconomic Factors.”
Additionally, we intend to continue pursuing strategic acquisitions and investments to accelerate our growth and broaden our product offerings. Our acquisition strategy is centered around driving additional scale or expanding capabilities that complement or augment our existing products.
Assets Under Management
We present information regarding our AUM, FPAUM and various other related metrics throughout this MD&A to provide context around our fee generating revenues results, as well as indicators of the potential for future earnings from existing and new products. Our calculations of AUM and FPAUM may differ from the calculation methodologies of other asset managers, and as a result these measures may not be comparable to similar measures presented by other asset managers. In addition, our calculation of AUM includes amounts that are fee exempt (i.e., not subject to fees).
As of December 31, 2024, assets under management related to us, our executives and other employees totaled approximately $4.1 billion (including $2.2 billion related to accrued carried interest). A portion of these assets under management are not charged fees.
Composition of Assets Under Management
Our AUM consists of FPAUM, AUM not yet paying fees, fee-exempt AUM and net appreciation and leverage in products on which fees are based on commitments or investment cost. AUM not yet paying fees generally relates to unfunded capital commitments (to the extent such commitments are not already subject to fees), undeployed debt (to the extent we earn fees based on total asset values or investment cost, inclusive of assets purchased using debt) and AUM that is subject to a temporary fee holiday. Fee-exempt AUM represents certain investments by us, our employees, other related parties and third parties, as well as certain co-investment vehicles on which we never earn fees.
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Management uses AUM not yet paying fees as an indicator of management fees that will be coming online as we deploy existing assets in products that charge fees based on deployed and not uncalled capital, as well as AUM that is currently subject to a fee holiday that will expire in the future. AUM not yet paying fees could provide over $300 million of additional annualized management fees once deployed or upon the expiration of the relevant fee holidays.
All amounts shown as of December 31, 2024, totals may not sum due to rounding.
Permanency and Duration of Assets Under Management
Our capital base is heavily weighted toward Permanent Capital. We view the permanency and duration of the products that we manage as a differentiator in our industry and as a means of measuring the stability of our future revenues stream. The chart below presents the composition of our management fees by remaining product duration. Changes in these relative percentages will occur over time as the mix of products we offer changes. For example, our Real Assets products have a higher concentration in what we refer to as “long-dated” funds, or funds in which the contractual remaining life is five years or more, which in isolation may cause our percentage of management fees from Permanent Capital to decline.
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Changes in AUM
| Year Ended December 31, 2024 | Year Ended December 31, 2023 | |||||||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| (dollars in millions) | Credit | GP Strategic Capital | Real Assets | Total | Credit | GP Strategic Capital | Real Assets | Total | ||||||||||||||||||||||
| Beginning Balance | $ | 84,632 | $ | 54,199 | $ | 26,856 | $ | 165,687 | $ | 68,607 | $ | 48,510 | $ | 21,085 | $ | 138,202 | ||||||||||||||
| Acquisitions | 27,803 | — | 15,174 | 42,977 | 2,658 | — | — | 2,658 | ||||||||||||||||||||||
| New capital raised | 13,940 | 8,679 | 4,888 | 27,507 | 8,143 | 3,207 | 4,432 | 15,782 | ||||||||||||||||||||||
| Change in debt | 12,733 | 500 | 4,131 | 17,364 | 5,349 | — | 696 | 6,045 | ||||||||||||||||||||||
| Distributions | (7,294) | (2,430) | (1,743) | (11,467) | (3,546) | (1,684) | (758) | (5,988) | ||||||||||||||||||||||
| Change in value / other | 3,896 | 5,087 | 68 | 9,051 | 3,421 | 4,166 | 1,401 | 8,988 | ||||||||||||||||||||||
| Ending Balance | $ | 135,710 | $ | 66,035 | $ | 49,374 | $ | 251,119 | $ | 84,632 | $ | 54,199 | $ | 26,856 | $ | 165,687 |
Credit. The increase in AUM for the year ended December 31, 2024 was driven by the following:
•$27.8 billion driven by the products added in connection with the KAM Acquisition and the Atalaya Acquisition.
•$10.9 billion new capital raised in direct lending, primarily driven by continued private wealth fundraising in OCIC and OTIC, as well as additional fundraise in other recently launched products.
•$12.7 billion of additional net debt commitments, primarily in direct lending as we continue to opportunistically manage leverage in our BDCs.
•$7.3 billion offsetting decrease in distributions, which primarily relates to distributions paid from our BDCs and CLOs. Redemptions and repurchases from these products were not material.
•$3.9 billion of overall appreciation across the platform, primarily in direct lending.
GP Strategic Capital. The increase in AUM for the year ended December 31, 2024 was driven by new capital raised of $8.7 billion, primarily in our sixth flagship minority equity stakes product and our new mid-cap minority equity stakes product, and overall appreciation primarily in our GP minority stakes strategy of $5.1 billion.
Real Assets. The increase in AUM for the year ended December 31, 2024 was driven by $15.2 billion of products added in connection with the Prima Acquisition and the KAM Acquisition, as well as new capital raised of $4.9 billion across various products, primarily Blue Owl Real Estate Net Lease Trust (“ORENT”), our real estate investment trust, our European net lease product and Blue Owl Real Estate Fund VI (“OREF VI”), our triple net-lease drawdown product, and $4.1 billion of additional net debt commitments, primarily in OREF VI.
Changes in FPAUM
| Year Ended December 31, 2024 | Year Ended December 31, 2023 | |||||||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| (dollars in millions) | Credit | GP Strategic Capital | Real Assets | Total | Credit | GP Strategic Capital | Real Assets | Total | ||||||||||||||||||||||
| Beginning Balance | $ | 57,074 | $ | 31,075 | $ | 14,547 | $ | 102,696 | $ | 49,041 | $ | 28,772 | $ | 10,997 | $ | 88,810 | ||||||||||||||
| Acquisitions | 22,841 | — | 13,483 | 36,324 | 2,625 | — | — | 2,625 | ||||||||||||||||||||||
| New capital raised / deployed | 15,294 | 7,315 | 5,347 | 27,956 | 5,675 | 2,845 | 3,975 | 12,495 | ||||||||||||||||||||||
| Fee basis step down | — | (389) | — | (389) | (71) | (339) | — | (410) | ||||||||||||||||||||||
| Distributions | (6,590) | (676) | (1,828) | (9,094) | (3,315) | (203) | (629) | (4,147) | ||||||||||||||||||||||
| Change in value / other | 2,338 | 12 | (49) | 2,301 | 3,119 | — | 204 | 3,323 | ||||||||||||||||||||||
| Ending Balance | $ | 90,957 | $ | 37,337 | $ | 31,500 | $ | 159,794 | $ | 57,074 | $ | 31,075 | $ | 14,547 | $ | 102,696 |
Credit. The increase in FPAUM for the year ended December 31, 2024 was driven by the following:
•$22.8 billion driven by the products added in connection with the KAM Acquisition and the Atalaya Acquisition.
•$11.9 billion new capital raised in direct lending, primarily driven by continued private wealth fundraising in OCIC, OTIC.
•$6.6 billion offsetting decrease in distributions, which primarily relate to dividends paid from our BDCs and CLOs. Redemptions and repurchases from these products were not material.
•$2.3 billion of overall appreciation across the platform, primarily in direct lending.
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GP Strategic Capital. The increase in FPAUM for the year ended December 31, 2024 was driven by new capital raised of $7.3 billion, primarily in our sixth flagship minority equity stakes product and our new mid-cap minority equity stakes product.
Real Assets. The increase in FPAUM for the year ended December 31, 2024 was driven by the $13.5 billion of products added in connection with the Prima Acquisition and the KAM Acquisition, as well as capital raised and deployed of $5.3 billion, primarily in ORENT and OREF VI.
Product Performance
Product performance for certain of our products is included throughout this discussion with analysis to facilitate an understanding of our results of operations for the periods presented. The performance information of our products reflected is not indicative of Blue Owl’s performance. An investment in Blue Owl is not an investment in any of our products. Past performance is not indicative of future results. As with any investment, there is always the potential for gains as well as the possibility of losses. There can be no assurance that any of these products or our other existing and future products will achieve similar returns. Multiple of invested capital (“MoIC”) and internal rate of return (“IRR”) data has not been presented for products that have launched within the last two years as such information is generally not meaningful (“NM”).
Credit
| MoIC | IRR | ||||||||||||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| (dollars in millions) | Year of Inception | AUM | Capital Raised (4) | Invested Capital (5) | Realized Proceeds (6) | Unrealized Value (7) | Total Value | Gross (8) | Net (9) | Gross (10) | Net (11) | ||||||||||||||||||||||||
| Direct Lending | |||||||||||||||||||||||||||||||||||
| Blue Owl Capital Corporation (1) | 2016 | $ | 15,625 | $ | 5,977 | $ | 5,977 | $ | 3,536 | $ | 5,972 | $ | 9,508 | 1.84x | 1.59x | 13.7 | % | 9.8 | % | ||||||||||||||||
| Blue Owl Capital Corporation II (1)(2) | 2017 | $ | 2,522 | $ | 1,206 | $ | 1,176 | $ | 530 | $ | 1,153 | $ | 1,683 | NM | 1.43x | NM | 7.4 | % | |||||||||||||||||
| Blue Owl Capital Corporation III (1) | 2020 | $ | 4,812 | $ | 1,845 | $ | 1,842 | $ | 606 | $ | 1,909 | $ | 2,515 | 1.43x | 1.37x | 13.9 | % | 12.0 | % | ||||||||||||||||
| Blue Owl Credit Income Corp. (1)(2) | 2020 | $ | 28,636 | $ | 13,944 | $ | 12,907 | $ | 1,872 | $ | 13,205 | $ | 15,077 | NM | 1.17x | NM | 11.2 | % | |||||||||||||||||
| Blue Owl Technology Finance Corp. (1) | 2018 | $ | 7,403 | $ | 3,372 | $ | 3,372 | $ | 970 | $ | 3,608 | $ | 4,578 | 1.45x | 1.36x | 11.8 | % | 9.1 | % | ||||||||||||||||
| Blue Owl Technology Finance Corp. II (1) | 2021 | $ | 8,207 | $ | 4,178 | $ | 2,623 | $ | 303 | $ | 2,736 | $ | 3,039 | 1.22x | 1.16x | 16.5 | % | 11.7 | % | ||||||||||||||||
| Blue Owl Technology Income Corp. (1)(2) | 2022 | $ | 6,071 | $ | 3,131 | $ | 2,840 | $ | 357 | $ | 2,904 | $ | 3,261 | NM | 1.15x | NM | 11.6 | % | |||||||||||||||||
| Blue Owl First Lien Fund Levered (3) | 2018 | $ | 1,419 | $ | 986 | $ | 912 | $ | 590 | $ | 647 | $ | 1,237 | 1.44x | 1.36x | 10.2 | % | 8.3 | % | ||||||||||||||||
| Blue Owl First Lien Fund Unlevered (3) | 2019 | $ | 68 | $ | 175 | $ | 156 | $ | 122 | $ | 68 | $ | 190 | 1.27x | 1.22x | 6.4 | % | 5.2 | % |
(1)Information presented in the AUM through IRR columns for these vehicles is presented on a quarter lag due to these vehicles being public filers with the SEC and not yet filing their quarterly information as of our filing date. Additional information related to these vehicles can be found in their filings with the SEC, which are not part of this report.
(2)For the purposes of calculating Gross IRR, the expense support provided to the fund would be impacted when assuming a performance excluding management fees (including Part I Fees) and Part II Fees, and therefore is not meaningful for OBDC II, OCIC and OTIC.
(3)Blue Owl First Lien Fund is comprised of three feeder funds: Onshore Levered, Offshore Levered and Insurance Unlevered. The gross and net MoIC and IRR presented in the chart are for Onshore Levered and Insurance Unlevered as those are the largest of the levered and unlevered feeder funds. The gross and net MoIC for the Offshore Levered feeder fund is 1.42x and 1.31x, respectively. The gross and net IRR for the Offshore Levered feeder is 9.7% and 7.0%, respectively. All other values for Blue Owl First Lien Fund Levered are for Onshore Levered and Offshore Levered combined. AUM is presented as the aggregate of the three Blue Owl First Lien Fund feeders. Blue Owl First Lien Fund Unlevered Investor equity and note commitments are both treated as capital for all values.
(4)Includes reinvested dividends and share repurchases, if applicable.
(5)Invested capital includes capital calls, reinvested dividends and periodic investor closes, as applicable.
(6)Realized proceeds represent the sum of all cash distributions to investors.
(7)Unrealized value represents the product’s NAV. There can be no assurance that unrealized values will be realized at the valuations indicated.
(8)Gross MoIC is calculated by adding total realized proceeds and unrealized values of a product’s investments and dividing by the total amount of invested capital. Gross MoIC is calculated before giving effect to management fees (including Part I Fees) and Part II Fees, as applicable.
(9)Net MoIC measures the aggregate value generated by a product’s investments in absolute terms. Net MoIC is calculated by adding total realized proceeds and unrealized values of a product’s investments and dividing by the total amount of invested capital. Net MoIC is calculated after giving effect to management fees (including Part I Fees) and Part II Fees, as applicable, and all other expenses.
(10)Gross IRR is an annualized since inception gross internal rate of return of cash flows to and from the product and the product’s residual value at the end of the measurement period. Gross IRRs are calculated before giving effect to management fees (including Part I Fees) and Part II Fees, as applicable.
(11)Net IRRs are calculated consistent with gross IRRs, but after giving effect to management fees (including Part I Fees) and Part II Fees, as applicable, and all other expenses. An individual investor’s IRR may differ from the reported IRR based on the timing of capital transactions.
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GP Strategic Capital
| MoIC | IRR | ||||||||||||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| (dollars in millions) | Year of Inception | AUM | Capital Raised | Invested Capital (2) | Realized Proceeds (3) | Unrealized Value (4) | Total Value | Gross (5) | Net (6) | Gross (7) | Net (8) | ||||||||||||||||||||||||
| GP Minority Stakes (1) | |||||||||||||||||||||||||||||||||||
| Blue Owl GP Stakes I | 2011 | $ | 736 | $ | 1,284 | $ | 1,266 | $ | 788 | $ | 540 | $ | 1,328 | 1.20x | 1.05x | 3.2 | % | 0.7 | % | ||||||||||||||||
| Blue Owl GP Stakes II | 2014 | $ | 2,894 | $ | 2,153 | $ | 1,962 | $ | 1,009 | $ | 2,142 | $ | 3,151 | 1.92x | 1.61x | 13.2 | % | 8.8 | % | ||||||||||||||||
| Blue Owl GP Stakes III | 2015 | $ | 9,554 | $ | 5,318 | $ | 3,280 | $ | 3,728 | $ | 5,323 | $ | 9,051 | 3.44x | 2.76x | 29.1 | % | 22.4 | % | ||||||||||||||||
| Blue Owl GP Stakes IV | 2018 | $ | 16,719 | $ | 9,041 | $ | 6,621 | $ | 5,076 | $ | 8,694 | $ | 13,770 | 2.53x | 2.08x | 58.8 | % | 38.7 | % | ||||||||||||||||
| Blue Owl GP Stakes V | 2020 | $ | 14,455 | $ | 12,852 | $ | 5,917 | $ | 2,362 | $ | 4,932 | $ | 7,294 | 1.42x | 1.23x | 35.9 | % | 18.8 | % |
(1)Information presented in the Invested Capital through IRR columns for these vehicles is presented on a quarter lag and is exclusive of investments made by the related carried interest vehicles of the respective products.
(2)Invested capital includes capital calls.
(3)Realized proceeds represent the sum of all cash distributions to investors.
(4)Unrealized value represents the product’s NAV. There can be no assurance that unrealized values will be realized at the valuations indicated.
(5)Gross MoIC is calculated by adding total realized proceeds and unrealized values of a product’s investments and dividing by the total amount of invested capital. Gross MoIC is calculated before giving effect to management fees and carried interest, as applicable.
(6)Net MoIC measures the aggregate value generated by a product’s investments in absolute terms. Net MoIC is calculated by adding total realized proceeds and unrealized values of a product’s investments and dividing by the total amount of invested capital. Net MoIC is calculated after giving effect to management fees and carried interest, as applicable, and all other expenses.
(7)Gross IRR is an annualized since inception gross internal rate of return of cash flows to and from the product and the product’s residual value at the end of the measurement period. Gross IRRs are calculated before giving effect to management fees and carried interest, as applicable.
(8)Net IRR is an annualized since inception net internal rate of return of cash flows to and from the product and the product’s residual value at the end of the measurement period. Net IRRs reflect returns to all investors. Net IRRs are calculated after giving effect to management fees and carried interest, as applicable, and all other expenses. An individual investor’s IRR may differ from the reported IRR based on the timing of capital transactions.
Real Assets
| MoIC | IRR | ||||||||||||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| (dollars in millions) | Year of Inception | AUM | Capital Raised | Invested Capital (3) | Realized Proceeds (4) | Unrealized Value (5) | Total Value | Gross (6) | Net (7) | Gross (8) | Net (9) | ||||||||||||||||||||||||
| Net Lease | |||||||||||||||||||||||||||||||||||
| Blue Owl Real Estate Fund IV (1) | 2017 | $ | 985 | $ | 1,250 | $ | 1,260 | $ | 1,495 | $ | 423 | $ | 1,918 | 1.68x | 1.52x | 21.5 | % | 17.7 | % | ||||||||||||||||
| Blue Owl Real Estate Net Lease Property Fund | 2019 | $ | 7,223 | $ | 3,729 | $ | 4,139 | $ | 1,624 | $ | 3,452 | $ | 5,076 | 1.26x | 1.23x | 9.6 | % | 8.5 | % | ||||||||||||||||
| Blue Owl Real Estate Fund V (1) | 2020 | $ | 3,869 | $ | 2,500 | $ | 2,500 | $ | 930 | $ | 2,351 | $ | 3,281 | 1.40x | 1.31x | 19.1 | % | 15.1 | % | ||||||||||||||||
| Blue Owl Real Estate Net Lease Trust (2) | 2022 | $ | 6,131 | $ | 4,380 | $ | 3,997 | $ | 170 | $ | 4,064 | $ | 4,234 | NM | NM | NM | NM | ||||||||||||||||||
| Blue Owl Real Estate Fund VI (1) | 2022 | $ | 9,291 | $ | 5,163 | $ | 1,118 | $ | 37 | $ | 1,041 | $ | 1,078 | NM | NM | NM | NM |
(1)Information presented in the Invested Capital through IRR columns for these vehicles is presented on a quarter lag.
(2)Information presented in the AUM through Total Value columns for this vehicle, as well as total return, is presented on a quarter lag due to the vehicle being a public filer with the SEC and not yet filing its quarterly information as of our filing date. Additional information related to this vehicle can be found in its filings with the SEC, which are not part of this report. MoIC and IRR are not meaningful as we consider total return to be a useful measure of the overall investment performance for this product. Total net return was 7.7%, calculated as the change in NAV per Class I share since inception (annualized) plus any distributions per share declared in the period and assumes any distributions are reinvested in accordance with our distribution reinvestment plan.
(3)Invested capital includes investments by the general partner, capital calls, dividends reinvested, recallable capital which has been reinvested and periodic investor closes, as applicable.
(4)Realized proceeds represent the sum of all cash distributions to all investors.
(5)Unrealized value represents the fund’s NAV. There can be no assurance that unrealized values will be realized at the valuations indicated.
(6)Gross MoIC is calculated by adding total realized proceeds and unrealized values of a product’s investments and dividing by the total amount of invested capital. Gross MoIC is calculated before giving effect to management fees and carried interest, as applicable.
(7)Net MoIC measures the aggregate value generated by a product’s investments in absolute terms. Net MoIC is calculated by adding total realized proceeds and unrealized values of a product’s investments and dividing by the total amount of invested capital. Net MoIC is calculated after giving effect to management fees and carried interest, as applicable, and all other expenses.
(8)Gross IRR is an annualized since inception gross internal rate of return of cash flows to and from the product and the product’s residual value at the end of the measurement period. Gross IRRs are calculated before giving effect to management fees and carried interest, as applicable.
(9)Net IRR is an annualized since inception net internal rate of return of cash flows to and from the product and the product’s residual value at the end of the measurement period. Net IRRs reflect returns to all investors. Net IRRs are calculated after giving effect to management fees and carried interest, as applicable, and all other expenses. An individual investor’s IRR may differ from the reported IRR based on the timing of capital transactions.
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GAAP Results of Operations Analysis
As a result of the Prima Acquisition, KAM Acquisition and Atalaya Acquisition, prior period amounts may not be comparable to current period amounts or expected future trends. Prima’s, KAM’s and Atalaya’s results of operations are included from June 6, 2024, July 1, 2024, and September 30 2024, respectively.
For a discussion of our results for the year ended December 31, 2023, compared to the year ended December 31, 2022, please refer to “Blue Owl Management's Discussion and Analysis of Financial Condition and Results of Operations” in our Annual Report on Form 10-K, filed with the SEC on February 23, 2024.
Year Ended December 31, 2024, Compared to the Year Ended December 31, 2023
| Year Ended December 31, | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| (dollars in thousands) | 2024 | 2023 | $ Change | |||||||
| Revenues | ||||||||||
| Management fees, net (includes Part I Fees of $527,859 and $387,346) | $ | 1,994,064 | $ | 1,527,241 | $ | 466,823 | ||||
| Administrative, transaction and other fees | 294,267 | 200,746 | 93,521 | |||||||
| Performance revenues | 7,096 | 3,621 | 3,475 | |||||||
| Total Revenues, Net | 2,295,427 | 1,731,608 | 563,819 | |||||||
| Expenses | ||||||||||
| Compensation and benefits | 1,017,483 | 870,642 | 146,841 | |||||||
| Amortization of intangible assets | 258,256 | 300,341 | (42,085) | |||||||
| General, administrative and other expenses | 412,931 | 242,809 | 170,122 | |||||||
| Total Expenses | 1,688,670 | 1,413,792 | 274,878 | |||||||
| Other Loss | ||||||||||
| Net gains (losses) on investments | 1,713 | 4,203 | (2,490) | |||||||
| Interest and dividend income | 42,172 | 22,176 | 19,996 | |||||||
| Interest expense | (121,894) | (75,696) | (46,198) | |||||||
| Change in TRA liability | 7,080 | (1,656) | 8,736 | |||||||
| Change in warrant liability | (38,300) | (14,050) | (24,250) | |||||||
| Change in earnout liability | (28,300) | (6,409) | (21,891) | |||||||
| Total Other Loss | (137,529) | (71,432) | (66,097) | |||||||
| Income Before Income Taxes | 469,228 | 246,384 | 222,844 | |||||||
| Income tax expense | 48,782 | 25,608 | 23,174 | |||||||
| Consolidated Net Income | 420,446 | 220,776 | 199,670 | |||||||
| Net income attributable to noncontrolling interests | (310,862) | (166,433) | (144,429) | |||||||
| Net Income Attributable to Blue Owl Capital Inc. | $ | 109,584 | $ | 54,343 | $ | 55,241 |
Revenues, Net
Management Fees. The increase in management fees was primarily due to the drivers below. See Note 9 to our Financial Statements for additional details on our GAAP management fees by strategy.
•Credit increased $334.7 million, including an increase in Part I Fees of $137.4 million, due to continued fundraising and deployment of capital primarily within new and existing Credit products, as well as management fees from products relating to the KAM Acquisition of $27.9 million and Atalaya Acquisition of $19.8 million.
•GP Strategic Capital increased $66.7 million, primarily driven by fundraising in our sixth flagship minority equity stakes product.
•Real Assets increased $65.4 million, attributable to continued fundraising and deployment of capital within new and existing Real Assets products, primarily OREF VI and ORENT, as well as management fees from products relating to the Prima Acquisition of $11.2 million and KAM Acquisition of $7.9 million.
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Administrative, Transaction and Other Fees. The increase in administrative, transaction and other fees was driven primarily by the following:
•$35.6 million increase in dealer manager revenues, due primarily to growth in the distribution of OCIC and ORENT.
•$30.0 million increase in fee income earned for services provided to portfolio companies, reflecting an increase in volume of transactions on which we earn such fees.
•$26.3 million increase in administrative fees, driven by a higher level of reimbursable compensation expenses due to growth of our products and business overall.
Expenses
Compensation and Benefits. Compensation and benefits expenses increased, primarily due to the following:
•$172.5 million increase, driven by higher compensation to existing employees, as well as increased headcount due to our continued growth.
•$56.9 million increase in our other recurring annual equity grants driven by additional grants made during the fourth quarter of 2023 in connection with year-end bonus compensation, offset by a $56.6 million decrease in acquisition-related equity-based compensation primarily due to the settlement of the Second Oak Street Earnout (as described in Note 1 to our Financial Statements) in January 2024.
•$25.7 million offsetting decrease in acquisition-related cash compensation, primarily due to the settlement of the Second Oak Street Earnout in January 2024.
Amortization of Intangible Assets. Amortization of intangible assets decreased $42.1 million, primarily due to corporate actions taken during the first quarter of 2023, resulting in a change of the estimated useful lives of acquired trademarks. As a result of the corporate actions, the remaining unamortized balance of the trademarks of $72.4 million was expensed through June 30, 2023. This decrease was partially offset by an increase of $32.2 million related to intangible assets acquired in the KAM Acquisition, Atalaya Acquisition and Prima Acquisition.
General, Administrative and Other Expenses. General, administrative and other expenses increased, primarily driven by the following:
•$61.2 million increase in Transaction Expenses, primarily due to the KAM Acquisition, Atalaya Acquisition and Prima Acquisition. See Note 3 to our Financial Statements for additional details on our Transaction Expenses by acquisition.
•$35.9 million increase related to dealer manager expenses, due to growth in our products and business overall.
•$73.0 million increase in other operating expenses across various categories, driven by our continued growth.
Other Loss
Interest and Dividend Income. The increase in interest and dividend income was driven by dividend income from the preferred equity investment made in April 2024 in Kuvare UK Holdings.
Interest Expense. The increase in interest expense was driven by higher average debt outstanding, reflecting the issuance of the 6.250% Senior Notes due 2034 (the “2034 Notes”) during the second quarter of 2024.
Change in Warrant Liability. The change in the warrant liability for the current year period was driven by the increase in the price of our Class A Shares and the exercise of the Private Placement Warrants in November 2024. The change in the warrant liability for the prior year period was driven by the increase in the price of our Class A Shares.
Change in Earnout Liability. The change in the earnout liability for the current year period was driven by the change in the fair value of the Prima Earnouts and KAM Earnouts (as described in Note 3 to our Financial Statements).
Income Tax Expense
The increase in income tax expense was due to higher pre-tax income in the current period as a result of the drivers discussed above. Please see Note 11 to our Financial Statements for a discussion of the significant tax differences that impacted our effective tax rate.
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Net (Income) Loss Attributable To Noncontrolling Interests
Net (income) loss attributable to noncontrolling interests primarily represents the allocation to Common Units (as defined in Note 1 to our Financial Statements) of their pro rata share of the Blue Owl Operating Group’s net income or loss due to the drivers discussed above. The Common Units represented an approximately 63% weighted average economic interest in the Blue Owl Operating Group for the year ended December 31, 2024.
Non-GAAP Analysis
In addition to presenting our results in accordance with GAAP, we present certain other financial measures that are not presented in accordance with GAAP. Management uses these measures in budgeting and to assess the operating results of our business, and we believe that this information enhances the ability of stockholders to analyze our performance from period to period. These non-GAAP financial measures supplement and should be considered in addition to and not in lieu of our GAAP results, and such measures should not be considered as indicative of our liquidity. Our non-GAAP measures may not be comparable to other similarly titled measures used by other companies. Please see “—Non-GAAP Reconciliations” for reconciliations of these measures to the most comparable measures prepared in accordance with GAAP.
Fee-Related Earnings and Related Components
Fee-Related Earnings is a supplemental non-GAAP measure of our core operating performance used to make operating decisions and assess our core operating results, focusing on whether our core revenue streams, primarily consisting of management fees, are sufficient to cover our core operating expenses. FRE performance revenues refers to the GAAP performance revenues that are measured and eligible to be received on a recurring basis and not dependent on realization events from the underlying investments. Management also reviews the components that comprise Fee-Related Earnings (i.e., FRE revenues and FRE expenses) on the same basis used to calculate Fee-Related Earnings, and such components are also non-GAAP measures and have been identified with the prefix “FRE” in the tables and discussion below.
Fee-Related Earnings exclude various items that are required for the presentation of our results under GAAP, including the following: noncontrolling interests in the Blue Owl Operating Partnerships; equity-based compensation expense; compensation expenses related to capital contributions in certain subsidiary holding companies that are in-turn paid as compensation to certain employees, as such contributions are not included in Fee-Related Earnings or Distributable Earnings; amortization of acquisition-related earnouts; amortization of intangible assets; “Transaction Expenses” as defined below; expense support payments and subsequent reimbursements; net gains (losses) on investments; interest and dividend income; interest expense; changes in TRA, warrant and earnout liabilities; and taxes. Transaction Expenses are expenses incurred in connection with the Business Combination and other acquisitions and strategic transactions, including subsequent adjustments related to such transactions, that were not eligible to be netted against consideration or recognized as acquired assets and assumed liabilities in the relevant transactions. FRE revenues and FRE expenses also exclude DE performance revenues and related compensation expense, as well as revenues and expenses related to amounts reimbursed by our products, including administrative fees and dealer manager reallowed commissions, that have no impact to our bottom line operating results, and therefore FRE revenues and FRE expenses do not represent our total revenues or total expenses in any given period. DE performance revenues refers to GAAP performance revenues that are not FRE performance revenues.
Distributable Earnings
Distributable Earnings is a supplemental non-GAAP measure of operating performance that equals Fee-Related Earnings plus or minus, as relevant, DE performance revenues and related compensation, interest and dividend income, interest expense, as well as amounts payable for taxes and payments made pursuant to the TRA. Amounts payable for taxes presents the current income taxes payable, excluding the impact of tax contingency-related accrued expenses or benefits, as such amounts are included when paid or received, related to the respective period’s earnings, assuming that all Distributable Earnings were allocated to the Registrant, which would occur following the exchange of all Blue Owl Operating Group Units for Class A Shares. Current income taxes payable and payments made pursuant to the TRA reflect the benefit of tax deductions that are excluded when calculating Distributable Earnings (e.g., equity-based compensation expenses, Transaction Expenses, tax goodwill, etc.). If these tax deductions were to be excluded from amounts payable for taxes, Distributable Earnings would be lower and our effective tax rate would appear to be higher, even though a lower amount of income taxes would have been paid or payable for a period’s earnings. We make these adjustments when calculating Distributable Earnings to more accurately reflect the net realized earnings that are expected to be or become available for distribution or reinvestment into our business. Management believes that Distributable Earnings can be useful as a supplemental performance measure to our GAAP results assessing the amount of earnings available for distribution.
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Margins
GAAP Margin is calculated as income before income taxes, divided by total revenues. FRE Margin is a supplemental non-GAAP measure that equals Fee-Related Earnings before net income allocated to noncontrolling interests, divided by FRE revenues. Management believes that FRE Margin can be useful as a supplemental performance measure used to make operating decisions and assess our core operating results.
Fee-Related Earnings and Distributable Earnings Summary
| Year Ended December 31, | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| (dollars in thousands) | 2024 | 2023 | ||||||||
| FRE revenues | $ | 2,170,563 | $ | 1,660,459 | ||||||
| FRE expenses | 881,125 | 652,052 | ||||||||
| Net income allocated to noncontrolling interests included in Fee-Related Earnings | (36,072) | (10,690) | ||||||||
| Fee-Related Earnings | $ | 1,253,366 | $ | 997,717 | ||||||
| Distributable Earnings | $ | 1,129,248 | $ | 927,838 |
Fee-Related Earnings and Distributable Earnings for the year ended December 31, 2024 increased as a result of higher FRE revenues in Credit, GP Strategic Capital and Real Assets, partially offset by higher FRE expenses, as further discussed below.
FRE Revenues
| Year Ended December 31, | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| (dollars in thousands) | 2024 | 2023 | ||||||||
| Credit Platform | ||||||||||
| Direct lending | $ | 1,133,304 | $ | 870,475 | ||||||
| Alternative credit | 19,834 | — | ||||||||
| Investment grade credit | 27,892 | — | ||||||||
| Liquid credit | 27,750 | 27,936 | ||||||||
| Other | 25,814 | 1,491 | ||||||||
| Management Fees, Net | 1,234,594 | 899,902 | ||||||||
| Administrative, transaction and other fees | 118,370 | 85,566 | ||||||||
| FRE performance revenues | 2,274 | 1,276 | ||||||||
| FRE Revenues - Credit Platform | 1,355,238 | 986,744 | ||||||||
| GP Strategic Capital Platform | ||||||||||
| GP minority stakes | 589,246 | 526,502 | ||||||||
| GP debt financing | 22,633 | 16,921 | ||||||||
| Professional sports minority stakes | 3,395 | 2,409 | ||||||||
| Management Fees, Net | 615,274 | 545,832 | ||||||||
| Administrative, transaction and other fees | 7,153 | 5,244 | ||||||||
| FRE Revenues - GP Strategic Capital Platform | 622,427 | 551,076 | ||||||||
| Real Assets Platform | ||||||||||
| Net lease | 168,588 | 122,365 | ||||||||
| Real estate credit | 19,161 | — | ||||||||
| Management Fees, Net | 187,749 | 122,365 | ||||||||
| FRE performance revenues | 4,413 | — | ||||||||
| Administrative, transaction and other fees | 736 | 274 | ||||||||
| FRE Revenues - Real Assets Platform | 192,898 | 122,639 | ||||||||
| Total FRE Revenues | $ | 2,170,563 | $ | 1,660,459 |
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FRE Management Fees. The increase in FRE management fees was primarily driven by the following:
•Credit FRE management fees increased $334.7 million, including an increase in Part I Fees of $137.4 million, due to continued fundraising and deployment of capital primarily within new and existing Credit products, as well as management fees from products relating to the KAM Acquisition of $27.9 million and Atalaya Acquisition of $19.8 million.
•GP Strategic Capital FRE management fees increased $69.4 million, primarily driven by fundraising in our sixth flagship minority equity stakes product.
•Real Assets FRE management fees increased $65.4 million, attributable to continued fundraising and deployment of capital within new and existing Real Assets products, primarily OREF VI and ORENT, as well as management fees from products relating to the Prima Acquisition of $11.2 million and KAM Acquisition of $7.9 million.
FRE Administrative, Transaction and Other Fees. The increase in FRE administrative, transaction and other fees was driven primarily by an increase of $30.0 million in fee income earned for services provided to portfolio companies, reflecting an increase in volume of transactions on which we earn such fees.
| Year Ended December 31, | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| (dollars in thousands) | 2024 | 2023 | ||||||||
| FRE compensation and benefits | $ | 620,877 | $ | 467,272 | ||||||
| FRE general, administrative and other expenses | 260,248 | 184,780 | ||||||||
| Total FRE Expenses | $ | 881,125 | $ | 652,052 |
FRE Compensation and Benefits. FRE compensation and benefits expenses increased, driven by higher compensation to existing employees, as well as increased headcount due to our continued growth.
FRE General, Administrative and Other Expenses. The increase in FRE general, administrative and other expenses was driven by higher operating expenses across various categories, driven by our continued growth.
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Non-GAAP Reconciliations
The table below presents the reconciliation of the non-GAAP measures presented throughout this MD&A. Please see “—Non-GAAP Analysis” for important information regarding these measures.
| Year Ended December 31, | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| (dollars in thousands) | 2024 | 2023 | ||||||||
| GAAP Net Income Attributable to Class A Shares | $ | 109,584 | $ | 54,343 | ||||||
| Net income attributable to noncontrolling interests | 310,862 | 166,433 | ||||||||
| Income tax expense | 48,782 | 25,608 | ||||||||
| GAAP Income Before Income Taxes | 469,228 | 246,384 | ||||||||
| Strategic Revenue-Share Purchase consideration amortization | 43,553 | 40,858 | ||||||||
| DE performance revenues | (409) | (2,345) | ||||||||
| DE performance revenues compensation | 143 | 821 | ||||||||
| Equity-based compensation - other | 215,464 | 158,573 | ||||||||
| Equity-based compensation - acquisition related | 27,972 | 84,543 | ||||||||
| Equity-based compensation - Business Combination grants | 69,173 | 69,448 | ||||||||
| Acquisition-related cash earnout amortization | — | 25,731 | ||||||||
| Capital-related compensation | 3,858 | 5,930 | ||||||||
| Amortization of intangible assets | 258,256 | 300,341 | ||||||||
| Transaction Expenses | 74,476 | 13,308 | ||||||||
| Expense support | (9,805) | (6,617) | ||||||||
| Net losses on investments | (1,713) | (4,203) | ||||||||
| Change in TRA liability | (7,080) | 1,656 | ||||||||
| Change in warrant liability | 38,300 | 14,050 | ||||||||
| Change in earnout liability | 28,300 | 6,409 | ||||||||
| Interest and dividend income | (42,172) | (22,176) | ||||||||
| Interest expense | 121,894 | 75,696 | ||||||||
| Fee-Related Earnings Before Noncontrolling Interests | 1,289,438 | 1,008,407 | ||||||||
| Net income allocated to noncontrolling interests included in Fee-Related Earnings | (36,072) | (10,690) | ||||||||
| Fee-Related Earnings | 1,253,366 | 997,717 | ||||||||
| DE performance revenues | 409 | 2,345 | ||||||||
| DE performance revenues compensation | (143) | (821) | ||||||||
| Interest and dividend income | 42,172 | 22,176 | ||||||||
| Interest expense | (121,894) | (75,696) | ||||||||
| Taxes and TRA payments | (44,662) | (17,883) | ||||||||
| Distributable Earnings | $ | 1,129,248 | $ | 927,838 |
| Year Ended December 31, | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| (dollars in thousands) | 2024 | 2023 | ||||||||
| GAAP Revenues | $ | 2,295,427 | $ | 1,731,608 | ||||||
| Strategic Revenue-Share Purchase consideration amortization | 43,553 | 40,858 | ||||||||
| DE performance revenues | (409) | (2,345) | ||||||||
| Reimbursed expenses | (168,008) | (109,662) | ||||||||
| FRE Revenues | $ | 2,170,563 | $ | 1,660,459 |
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| Year Ended December 31, | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| (dollars in thousands) | 2024 | 2023 | ||||||||
| GAAP Compensation and Benefits | $ | 1,017,483 | $ | 870,642 | ||||||
| DE performance revenues compensation | (143) | (821) | ||||||||
| Equity-based compensation - other | (215,464) | (158,573) | ||||||||
| Equity-based compensation - acquisition related | (27,972) | (84,543) | ||||||||
| Equity-based compensation - Business Combination grants | (69,173) | (69,448) | ||||||||
| Acquisition-related cash earnout amortization | — | (25,731) | ||||||||
| Capital-related compensation | (3,858) | (5,930) | ||||||||
| Reimbursed expenses | (79,996) | (58,324) | ||||||||
| FRE Compensation and Benefits | $ | 620,877 | $ | 467,272 |
| Year Ended December 31, | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| (dollars in thousands) | 2024 | 2023 | ||||||||
| GAAP General, Administrative and Other Expenses | $ | 412,931 | $ | 242,809 | ||||||
| Transaction Expenses | (74,476) | (13,308) | ||||||||
| Expense support | 9,805 | 6,617 | ||||||||
| Reimbursed expenses | (88,012) | (51,338) | ||||||||
| FRE General, Administrative and Other Expenses | $ | 260,248 | $ | 184,780 |
| Year Ended December 31, | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| (dollars in thousands) | 2024 | 2023 | ||||||||
| Income Before Income Taxes | $ | 469,228 | $ | 246,384 | ||||||
| GAAP Revenues | $ | 2,295,427 | $ | 1,731,608 | ||||||
| GAAP Margin | 20 | % | 14 | % | ||||||
| Fee-Related Earnings Before Noncontrolling Interests | $ | 1,289,438 | $ | 1,008,407 | ||||||
| FRE Revenues | $ | 2,170,563 | $ | 1,660,459 | ||||||
| FRE Margin | 59 | % | 61 | % |
Liquidity and Capital Resources
Overview
We rely on management fees as the primary source of our operating liquidity. From time to time we may rely on the use of our Revolving Credit Facility between management fee collection dates, which generally occur on a quarterly basis. We may also rely on our Revolving Credit Facility for liquidity needed to fund acquisitions, which we may replace with longer-term financing, subject to market conditions.
We ended the fourth quarter of 2024 with $152.1 million of cash and cash equivalents and approximately $1.6 billion available under our Revolving Credit Facility. Based on management’s experience and our current level of liquidity and assets under management, we believe that our current liquidity position and cash generated from management fees will continue to be sufficient to meet our anticipated working capital needs for at least the next 12 months.
Over the short and long term, we may use cash and cash equivalents, issue additional debt or equity securities, or may seek other sources of liquidity to:
•Grow our existing investment management business.
•Expand into, or acquire, businesses that are complementary to our existing investment management business or other strategic growth initiatives.
•Pay operating expenses, including cash compensation to our employees.
•Repay debt obligations and interest thereon.
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•Opportunistically repurchase Class A Shares on the open market, as well as pay withholding taxes on net settled, vested RSUs.
•Pay income taxes and amounts due under the TRA.
•Pay dividends to holders of our Class A Shares, as well as make corresponding distributions to holders of Common Units at the Blue Owl Operating Group level.
•Fund debt and equity investment commitments to existing or future products.
Debt Obligations
As of December 31, 2024, our long-term debt obligations consisted of $59.8 million aggregate principal amount of 7.397% Senior Notes due 2028 (the “2028 Notes”), $700.0 million aggregate principal amount of 3.125% Senior Notes due 2031 (the “2031 Notes”), $400.0 million aggregate principal amount of 4.375% Senior Notes due 2032 (the “2032 Notes”), $1.0 billion aggregate principal amount of the 2034 Notes and $350.0 million aggregate principal amount of 4.125% Senior Notes due 2051 (the “2051 Notes” and, collectively with the 2028 Notes, the 2031 Notes, the 2032 Notes and the 2034 Notes, the “Notes”). We also had $130.0 million outstanding under our Revolving Credit Facility as of December 31, 2024.
We expect to use cash on hand to pay interest and principal due on our financing arrangements over time, which would reduce amounts available for dividends and distributions to our stockholders. We may choose to refinance all or a portion of any amounts outstanding on or prior to their respective maturity dates by issuing new debt, which could result in higher borrowing costs. We may also choose to repay borrowing by using proceeds from the issuance of equity or other securities, which would dilute stockholders. See Note 7 to our Financial Statements for additional information regarding our debt obligations.
In September 2024, the Issuer (as defined in Note 7 to our Financial Statements) commenced an offer to exchange the Notes for newly issued registered notes with substantially similar terms of the respective series of Notes sought to be exchanged (the “Exchange Notes”). The Exchange Notes settled on October 28, 2024 and approximately 99.8% of the Notes had been validly tendered, which consisted of $59.8 million aggregate principal amount of 2028 Notes, $697.2 million aggregate principal amount of 2031 Notes, $397.3 million aggregate principal amount of 2032 Notes, $999.4 million aggregate principal amount of 2034 Notes and $350.0 million aggregate principal amount of 2051 Notes.
Tax Receivable Agreement
As discussed in Note 8 to our Financial Statements, we made a payment under the TRA and may in the future be required to make additional payments. As of December 31, 2024, assuming no material changes in the relevant tax law and that we generate sufficient taxable income to realize the full tax benefit of the increased amortization resulting from the increase in tax basis of certain Blue Owl Operating Group assets, we expect to pay approximately $1.5 billion under the TRA (such amount excludes the adjustment to fair value for the portion classified as contingent consideration). Future cash savings and related payments under the TRA in respect of subsequent exchanges of Blue Owl Operating Group Units for Class A or B Shares would be in addition to these amounts.
Payments under the TRA are anticipated to increase the tax basis adjustment and, consequently, result in increasing annual amortization deductions in the taxable years of and after such increases to the original basis adjustments, and potentially will give rise to increasing tax savings with respect to such years and correspondingly increasing payments under the TRA.
The obligation to make payments under the TRA is an obligation of Blue Owl GP, and any other corporate taxpaying entities that in the future may hold GP Units (as defined in Note 1 to our Financial Statements) and not of the Blue Owl Operating Group. We may need to incur debt to finance payments under the TRA to the extent the Blue Owl Operating Group does not distribute cash to the Registrant or Blue Owl GP in an amount sufficient to meet our obligations under the TRA.
The actual increase in tax basis of the Blue Owl Operating Group assets resulting from an exchange or from payments under the TRA, as well as the amortization thereof and the timing and amount of payments under the TRA, will vary based upon a number of factors, including the following:
•The amount and timing of our taxable income will impact the payments to be made under the TRA. To the extent that we do not have sufficient taxable income to utilize the amortization deductions available as a result of the increased tax basis in the Blue Owl Operating Partnerships’ assets, payments required under the TRA would be reduced.
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•The price of our Class A Shares at the time of any exchange will determine the actual increase in tax basis of the Blue Owl Operating Partnerships’ assets resulting from such exchange; payments under the TRA resulting from future exchanges, if any, will be dependent in part upon such actual increase in tax basis.
•The composition of the Blue Owl Operating Group assets at the time of any exchange will determine the extent to which we may benefit from amortizing the increased tax basis in such assets and thus will impact the amount of future payments under the TRA resulting from any future exchanges.
•The extent to which future exchanges are taxable will impact the extent to which we will receive an increase in tax basis of the Blue Owl Operating Group assets as a result of such exchanges, and thus will impact the benefit derived by us and the resulting payments, if any, to be made under the TRA.
•The tax rates in effect at the time any potential tax savings are realized, which would affect the amount of any future payments under the TRA.
Depending upon the outcome of these and other factors, payments that we may be obligated to make under the TRA in respect of exchanges could be substantial. In light of the numerous factors affecting our obligation to make payments under the TRA, the timing and amounts of any such actual payments are not reasonably ascertainable.
Share Repurchases and RSUs Withheld for Tax Withholding
On February 20, 2025, Blue Owl’s Board authorized the 2025 Program. Under the 2025 Program, up to $150.0 million of Class A Share repurchases could be made from time to time in open market transactions, in privately negotiated transactions or otherwise. The timing and the actual number of shares repurchased will depend on a variety of factors, including legal
requirements, price and economic and market conditions. The 2025 Program may be changed, suspended or discontinued at any time and will terminate upon the earlier and (i) the purchase of all shares available under the 2025 Program and (ii) February 28, 2027.
Additionally, pursuant to the terms of our RSU agreements, upon the vesting of RSUs to employees, we may net settle awards to satisfy employee tax withholding obligations. In such instances, we cancel a number of RSUs equivalent in value to the amount of tax withholding payments that we make on behalf of employees out of available cash. During the year ended December 31, 2024, 2,150,962 RSUs with a fair value of $38.8 million were withheld to satisfy tax withholding obligations.
Earnout Liability
The KAM Earnouts and the Wellfleet Earnouts (each defined in Note 3 to the Financial Statements), are classified as liabilities in our consolidated statements of financial position and represent the fair value of the obligation to make future cash payments if the respective triggering events occur. As we approach each triggering event, we generally would expect the respective liabilities to increase due to the passage of time and meeting certain revenue thresholds, which would result in mark-to-market losses being recognized in our consolidated statements of operations. To the extent we have insufficient cash on hand or that we opt to, we may rely on debt or equity financing to facilitate these transactions in the future. For additional information on these earnout liabilities, see Note 1 and Note 3 to the Financial Statements.
The Prima Earnouts and Atalaya Earnouts (each defined in Note 3 to the Financial Statements) are payable in Class A Shares or Common Units. As we approach each Triggering Event, we generally would expect the respective liabilities to increase due to the passage of time and the achievement of certain revenue thresholds, which would result in mark-to-market losses being recognized in our consolidated statements of operations.
Dividends and Distributions
Starting in 2023, we moved to a fixed quarterly dividend based on our expected annual Distributable Earnings for the current fiscal year, which will be reassessed on an annual basis. For the fourth quarter of 2024, we declared a dividend of $0.18 to holders of record as of the close of business on February 19, 2025, which will be paid on February 28, 2025, bringing our full fiscal year 2024 dividends to $0.72. We set the target annual dividend for fiscal year 2025 at $0.90 per Class A Share (representing a fixed quarterly dividend of $0.225 per Class A Share), subject to the approval of the Board each quarter on or prior to each quarterly distribution date and in compliance with Delaware law, and such dividends are paid following the end of each quarter.
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We intend to increase our fixed dividend each year, in line with our expected growth in Distributable Earnings. When setting our dividend, our Board considers Blue Owl’s share of Distributable Earnings, and makes adjustments as necessary or appropriate to provide for the conduct of our business, to make appropriate investments in our business and products, including funding of GP commitments and potential strategic transactions; to provide for future cash requirements such as TRA and tax-related payments, operating reserves, fixed asset purchases, purchases under the Company’s share repurchase program and dividends to stockholders for any ensuing quarter; or to comply with applicable law and the Company’s contractual obligations. All of the foregoing is subject to the qualification that the declaration and payment of any dividends are at the sole discretion of our Board, and our Board may change our dividend policy at any time, including, without limitation, to reduce or eliminate dividends entirely.
The Blue Owl Operating Partnerships will make cash distributions (“Tax Distributions”) to the partners of such partnerships, including to Blue Owl GP, if we determine that the taxable income of the relevant partnership will give rise to taxable income for its partners. Generally, Tax Distributions will be computed based on our estimate of the taxable income of the relevant partnership allocable to a partner multiplied by an assumed tax rate equal to the highest effective marginal combined U.S. federal, New York State and New York City income tax rates prescribed for an individual or corporate resident in New York City (taking into account certain assumptions set forth in the relevant partnership agreements). Tax Distributions will be made only to the extent distributions from the Blue Owl Operating Partnerships for the relevant year were otherwise insufficient to cover the estimated assumed tax liabilities.
Holders of our Class A and B Shares may not always receive distributions or may receive lower distributions on a per share basis at a time when we, indirectly through Blue Owl GP, and holders of our Common Units are receiving distributions on their interests, as distributions to the Registrant and Blue Owl GP may be used to settle tax and TRA liabilities, if any, and other obligations.
Dividends are expected to be treated as qualified dividends under current law to the extent of the Company’s current and accumulated earnings and profits, with any excess dividends treated as a return of capital to the extent of a stockholder’s basis, and any remaining excess generally treated as gain realized on the sale or other disposition of stock.
Risks to our Liquidity
Our ability to obtain financing provides us with additional sources of liquidity. Any new financing arrangement that we may enter into may have covenants that impose additional limitations on us, including with respect to making distributions, entering into business transactions or other matters, and may result in increased interest expense. If we are unable to secure financing on terms that are favorable to us, our business may be adversely impacted. No assurance can be given that we will be able to issue new debt, enter into new credit facilities or issue equity or other securities in the future on attractive terms or at all.
Adverse market conditions, including from unexpectedly high and persistent inflation, an increasing interest rate environment, geopolitical events, and the current instability experienced by some financial institutions, may negatively impact our liquidity. Cash flows from management fees may be impacted by a slowdown or a decline in fundraising and deployment, as well as declines in the value of investments held in certain of our products. We hold the majority of our cash balances with a single highly rated financial institution and such balances are in excess of Federal Deposit Insurance Corporation insured limits. See “Item 1A. Risk Factors — Risks Related to Macroeconomic Factors.”
Cash Flows Analysis
| Year Ended December 31, | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| (dollars in thousands) | 2024 | 2023 | $ Change | |||||||
| Net cash provided by (used in): | ||||||||||
| Operating activities | $ | 999,555 | $ | 949,145 | $ | 50,410 | ||||
| Investing activities | (638,145) | (118,031) | (520,114) | |||||||
| Financing activities | (313,481) | (795,033) | 481,552 | |||||||
| Net Change in Cash and Cash Equivalents | $ | 47,929 | $ | 36,081 | $ | 11,848 |
Operating Activities. Our net cash flows from operating activities are generally comprised of management fees, less cash used for operating expenses, including interest paid on our debt obligations. One of our largest operating cash outflows generally relates to bonus expense, which are generally paid out during the first quarter of the year following the expense.
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Net cash flows from operating activities increased from the prior year period due to higher management fees, partially offset by higher operating expenses, in particular higher bonus payments made during the first quarter related to the prior year.
Included in the year ended December 31, 2024 were the cash outflows of the portion of the Second Oak Street Earnout classified as contingent consideration in excess of the acquisition-date fair value that settled in January 2024; the amount paid up to the acquisition-date fair value was included in financing activities and the remainder (i.e., accretion since the acquisition date) was included in operating activities.
Included in the year ended December 31, 2023 were the cash outflows of the portion of the First Oak Street Earnout classified as contingent consideration that settled in January 2023; the amount paid up to the acquisition-date fair value was included in financing activities and the remainder (i.e., accretion since the acquisition date) was included in operating activities.
Investing Activities. Cash flows from investing activities for the year ended December 31, 2024 were primarily related to cash consideration paid in connection with the KAM Acquisition and Atalaya Acquisition, a preferred equity investment in Kuvare UK Holdings, investments in our products and cash outflows for office space-related leasehold improvements. In addition, investment activities included inflows from repayments on our interest-bearing revolving promissory note receivable from a product we manage that was fully repaid.
Cash flows from investing activities for the year ended December 31, 2023 were primarily related to purchases of investments including funding of the promissory note from a product that we manage, cash outflows related to office space-related leasehold improvements, as well as cash consideration paid in connection with the Par Four Acquisition. In addition, investment activities included inflows from repayments on our interest-bearing revolving promissory note receivable from a product we manage.
Financing Activities. Cash flows from financing activities for the year ended December 31, 2024 were primarily related to the issuance of our 2034 Notes and borrowing and repayment activity under our Revolving Credit Facility, which borrowings were used to finance the Prima Acquisition, the KAM Acquisition and the Atalaya Acquisition. In addition, we had distributions on our Common Units (noncontrolling interests) and dividends on our Class A Shares. Included in the year ended December 31, 2024 was a portion of the cash outflows related to the Second Oak Street Earnout classified as contingent consideration that settled in January 2024, as discussed above, as well as amounts paid under the TRA.
Cash flows from financing activities for the year ended December 31, 2023 were primarily related to distributions on our Common Units (noncontrolling interests) and dividends on our Class A Shares. In addition, we had borrowings and repayment activity under our Revolving Credit Facility and the issuance of our 2028 Notes, the net proceeds of which borrowings were used to finance working capital needs and general capital purposes. Included in the year ended December 31, 2023, were a portion of the cash outflows related to the First Oak Street Earnout classified as contingent consideration that settled in January 2023.
Critical Accounting Estimates
We prepare our Financial Statements in accordance with U.S. GAAP. In applying many of these accounting principles, we make estimates that affect the reported amounts of assets, liabilities, revenues and expenses in the Financial Statements. We base our estimates on historical experience and other factors that we believe are reasonable under the circumstances. These estimates, however, are subjective and subject to change, and actual results may differ materially from our current estimates due to the inherent nature of these estimates, including geopolitical, macro-environmental and other uncertainty. For a summary of our significant accounting policies, see Note 2 to our Financial Statements.
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Estimation of Fair Values
Investments Held by our Products
The fair value of the investments held by our products in our Credit and Real Assets platforms is the primary input to the calculation for the majority of our management fees. Management fees from our GP Strategic Capital and other Real Assets products are generally based on commitments or investment cost, so our management fees are generally not impacted by changes in the estimated fair values of investments held by these products. However, to the extent that management fees are calculated based on investment cost of the product’s investments, the amount of fees that we may charge will increase or decrease from the effect of changes in the cost basis of the product’s investments, including potential impairment losses. In the absence of observable market prices, we use valuation methodologies applied on a consistent basis and assumptions that we believe market participants would use to determine the fair value of the investments. For investments where little market activity exists, the determination of fair value is based on the best information available, our own assumptions, a significant degree of judgment, and the consideration of a combination of internal and external factors.
Our products generally value their investments at fair value, as determined in good faith by each product’s respective board of directors or valuation committee, as applicable, based on, among other things, the input of third party valuation firms and taking into account the nature and realizable value of any collateral, an investee’s ability to make payments and its earnings, the markets in which the investee operates, comparison to publicly traded companies, discounted cash flows, current market interest rates and other relevant factors. Because such valuations are inherently uncertain, the valuations may fluctuate significantly over time due to changes in market conditions. These valuations would, in turn, have corresponding proportionate impacts on the amount of management fees that we may earn from certain products on which revenues are based on the fair value of investments.
TRA Liability
We carry a portion of our TRA liability at fair value, as it is contingent consideration related to the Dyal Acquisition. The valuation of this portion of the TRA liability is mostly sensitive to our expectation of future cash savings that we may ultimately realize related to our tax goodwill and other intangible assets deductions. We then apply a discount rate that we believe is appropriate given the nature of and expected timing of payments of the liability. A decrease in the discount rate assumption would result in an increase in the fair value estimate of the liability, which would have a correspondingly negative impact on our GAAP results of operations. However, payments under the TRA are ultimately only made to the extent we realize the offsetting cash savings on our income taxes due to the tax goodwill and other intangibles deduction. See Note 4 to our Financial Statements for additional details.
Earnout Liability
The fair value of our earnout liability was determined using various significant unobservable inputs, including a discount rate and our best estimate of expected volatility and expected holding periods. Changes in the estimated fair values of this liability may have a material impacts on our results of operations in any given period, as any increases in this liability has a corresponding negative impact on our GAAP results of operations. See Note 4 to our Financial Statements for additional details.
Preferred Equity Investment
We have elected the fair value option on our preferred equity investment. The valuation of the preferred equity investment considers our best estimate of future cash flow, including timing of repayment, which is discounted considering the risk free rate and credit assumptions related to the underlying issuer. A decrease in the expected cash flows or increase in the discount rate assumptions would result in a decrease in the fair value of the preferred equity investment, which would have a correspondingly negative impact on our GAAP results of operations. These assumptions require a significant amount of judgment and could have a material impact on the valuation. See Note 4 to our Financial Statements for additional details.
Equity-based Compensation
The grant-date fair values of our RSU and Incentive Unit (both defined in Note 1 to our Financial Statements) grants, as well as the compensation-classified earnouts are generally determined using our Class A Share price on the grant date, adjusted for the lack of dividend participation during the vesting period, and the application of a discount for lack of marketability on RSUs and Incentive Units that are subject to post-vesting transfer restrictions. The higher these discounts, the lower the compensation expense taken over time for these grants.
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Deferred Tax Assets
Substantially all of our deferred tax assets relate to goodwill and other intangible assets deductible for tax purposes, as well as payments expected to be made under the TRA. In accordance with relevant tax rules, we expect to take substantially all of these goodwill and other intangible deductions over a 15-year period following the applicable transaction. To the extent we generate insufficient taxable income to take the full deduction in any given year, we will generate a net operating loss (“NOL”) that is available for us to use over an indefinite carryforward period in order to fully realize the deferred tax assets.
When evaluating the realizability of deferred tax assets, all evidence—both positive and negative—is considered. This evidence includes, but is not limited to, expectations regarding future earnings, future reversals of existing temporary tax differences and tax planning strategies. We did not take into account any tax planning strategies when arriving at this conclusion; however, the other assumptions underlying the taxable income estimates are based on our near-term operating model. If we experience a significant decline in AUM for any extended time during the period for which these estimates relate and we do not otherwise experience offsetting growth rates in other periods, we may not generate taxable income sufficient to realize the deferred tax assets and may need to record a valuation allowance. However, given the indefinite carryforward period available for NOLs and the conservative estimates used to prepare the taxable income projections, the sensitivity of our estimates and assumptions are not likely to have a material impact on our conclusion that a valuation allowance is not needed.
Acquisitions
Purchase Price Allocation
We account 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, with any excess consideration allocated to goodwill, using the fair values determined by management as of the acquisition date.
Management’s determination of the fair value of assets acquired and liabilities assumed at the acquisition date is based on the best information available and may incorporate management’s own assumptions and involve significant judgment. We use our best estimates and assumptions to accurately assign fair value to the tangible and identifiable intangible assets acquired and liabilities assumed at the acquisition date. Assumptions in valuing certain intangible assets include, but are not limited to, future expected cash inflows and outflows, future fundraising and timing of new product launches, discount rates, revenue volatility and income tax rates. Our estimates for future cash flows are based on historical data, internal estimates and external sources, and are based on assumptions that are consistent with the plans and estimates we use to manage the underlying assets acquired. We estimate the useful lives of intangible assets based on the expected period over which we anticipate generating substantially all of the economic benefit from the asset. We base our estimates on assumptions we believe to be reasonable but that are unpredictable and inherently uncertain. Unanticipated events and circumstances may occur that could affect the accuracy or validity of such assumptions, estimates or actual results.
Impairment Testing of Goodwill and Other Intangible Assets
Our ongoing accounting for goodwill and other intangible assets requires us to make significant estimates and assumptions when evaluating these assets for impairment. We generally undertake a qualitative review of factors that may indicate whether an impairment exists. We take into account factors such as the adverse impacts to FPAUM and management fees and general economic conditions that require judgement in deciding whether a quantitative analysis should be undertaken. Our evaluation for indicators of impairment may not capture a potential impairment, which could result in an overstatement of the carrying values of goodwill and other intangible assets. We also estimate the useful lives of our finite-lived intangible assets for purposes of amortization. The useful lives are based on our judgment of the expected future economic benefits of the assets. Changes in estimated useful lives could result in significant changes to the amount of amortization expense recognized in future periods.
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Variable Interest Entities
The determination of whether to consolidate a variable interest entity (“VIE”) under GAAP requires a significant amount of judgment concerning the degree of control over an entity by its holders of variable interests. To make these judgments, we conduct an analysis, on a case-by-case basis, of whether we are the primary beneficiary and are therefore required to consolidate an entity. We continually reconsider whether we should consolidate a VIE. Upon the occurrence of certain events, such as modifications to organizational documents and investment management agreements of our products, we will reconsider our conclusion regarding the status of an entity as a VIE. Our judgement when analyzing the status of an entity and whether we consolidate an entity could have a material impact on individual line items within our Financial Statements, as a change in our conclusion would have the effect of grossing up the assets, liabilities, revenues and expenses of the entity being evaluated. In light of the relevantly insignificant direct and indirect investments into our products, the likelihood of a reasonable change in our estimation and judgement would likely not result in a change in our conclusions to consolidate or not consolidate any VIEs to which we have exposure.
Impact of Changes in Accounting on Recent and Future Trends
We believe that none of the changes to GAAP that went into effect during the year ended December 31, 2024, or that have been issued but that we have not yet adopted, are expected to materially impact our future trends.