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 September 30, 2017March 31, 2019
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: 001-36638

Medley Management Inc.
(Exact name of registrant as specified in its charter)

Delaware47-1130638
(State or other jurisdiction of
incorporation or organization)
(I.R.S. Employer
Identification No.)
 
280 Park Avenue, 6th Floor East
New York, New York 10017
(Address of principal executive offices)(Zip Code)
 
(212) 759-0777
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12 (b) of the Act:
(Title of each class)(Name of each exchange on which registered)
Class A Common Stock, $0.01 par value per shareNew York Stock Exchange

Securities registered pursuant to Section 12(g) of the Act:
None
 
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 and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted 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 and post 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 filerAccelerated filer
Non-accelerated filer☐  (Do not check if a smaller reporting company)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 7(a)(2)(B) of the Securities Act. ☒ 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes  ☐    No  ☒

The number of shares of the registrant’s Class A common stock, par value $0.01 per share, outstanding as of November 9, 2017May 13, 2019 was 5,476,225.5,817,298. The number of shares of the registrant’s Class B common stock, par value $0.01 per share, outstanding as of November 9, 2017May 13, 2019 was 100.



TABLE OF CONTENTS 
 

  
 Page

Part I. 
   
Item 1. 
   
 
   
 
   
 

   
 
   
 
   
Item 2.
1
   
Item 3.
   
Item 4.
   
Part II. 
   
Item 1.
   
Item 1A.  
   
Item 2.
   
Item 3.
   
Item 4.
   
Item 5.
   
Item 6.
   
 



FORWARD-LOOKING STATEMENTS
This Quarterly Report on Form 10-Q (“Form 10-Q”) contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the "Securities Act"), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), that reflect our current views with respect to, among other things, our operations and financial performance. Forward-looking statements include all statements that are not historical facts. In some cases, you can identify these forward-looking statements by the use of words such as “outlook,” “believes,” “expects,” “potential,” “may,” “should,” “could,” “seeks,” “approximately,” “predicts,” “intends,” “plans,” “estimates,” “anticipates” or the negative version of these words or other comparable words. Such forward-looking statements are subject to various risks and uncertainties. Accordingly, there are or will be important factors that could cause actual outcomes or results to differ materially from those indicated in these statements. We believe these factors include, but are not limited to, those described under Part I, Item 1A. “Risk Factors,”Factors” in our Annual Report on Form 10-K for the fiscal year ended December 31, 2016 (the "Annual Report on Form 10-K")2018, available on the SEC'sSEC’s website at www.sec.gov,, which include, but are not limited to, the following:
difficult market and political conditions may adversely affect our business in many ways, including by reducing the value or hampering the performance of the investments made by our funds, each of which could materially and adversely affect our business, results of operations and financial condition;
we derive a substantial portion of our revenues from funds managed pursuant to advisory agreements that may be terminated or fund partnership agreements that permit fund investors to remove us as the general partner;
we may not be able to maintain our current fee structure as a result of industry pressure from fund investors to reduce fees, which could have an adverse effect on our profit margins and results of operations;
a change of control of us could result in termination of our investment advisory agreements;
the historical returns attributable to our funds should not be considered as indicative of the future results of our funds or of our future results or of any returns expected on an investment in Medley Management Inc.'s Class A common stock ("Class A common stock");
if we are unable to consummate or successfully integrate development opportunities, acquisitions or joint ventures, we may not be able to implement our growth strategy successfully;
we depend on third-party distribution sources to market our investment strategies;
an investment strategy focused primarily on privately held companies presents certain challenges, including the lack of available information about these companies;
our funds’ investments in investee companies may be risky, and our funds could lose all or part of their investments;
prepayments of debt investments by our investee companies could adversely impact our results of operations;
our funds’ investee companies may incur debt that ranks equally with, or senior to, our funds’ investments in such companies;
subordinated liens on collateral securing loans that our funds make to their investee companies may be subject to control by senior creditors with first priority liens and, if there is a default, the value of the collateral may not be sufficient to repay in full both the first priority creditors and our funds;
there may be circumstances where our funds’ debt investments could be subordinated to claims of other creditors or our funds could be subject to lender liability claims;
our funds may not have the resources or ability to make additional investments in our investee companies;
economic recessions or downturns could impair our investee companies and harm our operating results;
a covenant breach by our investee companies may harm our operating results;
the investment management business is competitive;
our funds operate in a competitive market for lending that has recently intensified, and competition may limit our funds’ ability to originate or acquire desirable loans and investments and could also affect the yields of these assets and have a material adverse effect on our business, results of operations and financial condition;
dependence on leverage by certain of our funds and by our funds’ investee companies subjects us to volatility and contractions in the debt financing markets and could adversely affect our ability to achieve attractive rates of return on those investments;

i




some of our funds may invest in companies that are highly leveraged, which may increase the risk of loss associated with those investments;
we generally do not control the business operations of our investee companies and, due to the illiquid nature of our investments, may not be able to dispose of such investments;
a substantial portion of our investments may be recorded at fair value as determined in good faith by or under the direction of our respective funds’ boards of directors or similar bodies and, as a result, there may be uncertainty regarding the value of our funds’ investments;
we may need to pay “clawback” obligations if and when they are triggered under the governing agreements with respect to certain of our funds and SMAs;
our funds may face risks relating to undiversified investments;
third-party investors in our private funds may not satisfy their contractual obligation to fund capital calls when requested, which could adversely affect a fund’s operations and performance;
our funds may be forced to dispose of investments at a disadvantageous time;
hedging strategies may adversely affect the returns on our funds’ investments;
our business depends in large part on our ability to raise capital from investors. If we were unable to raise such capital, we would be unable to collect management fees or deploy such capital into investments, which would materially and adversely affect our business, results of operations and financial condition;
we depend on our senior management team, senior investment professionals and other key personnel, and our ability to retain them and attract additional qualified personnel is critical to our success and our growth prospects;
our failure to appropriately address conflicts of interest could damage our reputation and adversely affect our business;
potential conflicts of interest may arise between our Class A common stockholders and our fund investors;
rapid growth of our business may be difficult to sustain and may place significant demands on our administrative, operational and financial resources;
we may enter into new lines of business and expand into new investment strategies, geographic markets and business, each of which may result in additional risks and uncertainties in our business;
extensive regulation affects our activities, increases the cost of doing business and creates the potential for significant liabilities and penalties that could adversely affect our business and results of operations;
failure to comply with “pay to play” regulations implemented by the SEC and certain states, and changes to the “pay to play” regulatory regimes, could adversely affect our business;
new or changed laws or regulations governing our funds’ operations and changes in the interpretation thereof could adversely affect our business;
present and future business development companies for which we serve as investment adviser are subject to regulatory complexities that limit the way in which they do business and may subject them to a higher level of regulatory scrutiny;
we are subject to risks in using custodians, counterparties, administrators and other agents;
a portion of our revenue and cash flow is variable, which may impact our ability to achieve steady earnings growth on a quarterly basis and may cause the price of our Class A common stock to decline;
we may be subject to litigation risks and may face liabilities and damage to our professional reputation as a result;
employee misconduct could harm us by impairing our ability to attract and retain investors and subjecting us to significant legal liability, regulatory scrutiny and reputational harm, and fraud and other deceptive practices or other misconduct at our investee companies could similarly subject us to liability and reputational damage and also harm our business;
our substantial indebtedness could adversely affect our financial condition, our ability to pay our debts or raise additional capital to fund our operations, our ability to operate our business and our ability to react to changes in the economy or our industry and could divert our cash flow from operations for debt payments;
our Revolving Credit Facility imposes significant operating and financial restrictions on us and our subsidiaries, which may prevent us from capitalizing on business opportunities;

ii




servicing our indebtedness will require a significant amount of cash. Our ability to generate sufficient cash depends on many factors, some of which are not within our control;

ii




despite our current level of indebtedness, we may be able to incur substantially more debt and enter into other transactions, which could further exacerbate the risks to our financial condition;
operational risks may disrupt our business, result in losses or limit our growth;
Medley Management Inc.’s only material asset is its interest in Medley LLC, and it is accordingly dependent upon distributions from Medley LLC to pay taxes, make payments under the tax receivable agreement or pay dividends;
Medley Management Inc. is controlled by our pre-IPO owners, whose interests may differ from those of our public stockholders;
Medley Management Inc. will be required to pay exchanging holders of LLC Units for most of the benefits relating to any additional tax depreciation or amortization deductions that we may claim as a result of the tax basis step-up we receive in connection with sales or exchanges of LLC Units and related transactions;
in certain cases, payments under the tax receivable agreement may be accelerated and/or significantly exceed the actual benefits Medley Management Inc. realizes in respect of the tax attributes subject to the tax receivable agreement; and
anti-takeover provisions in our organizational documents and Delaware law might discourage or delay acquisition attempts for us that you might consider favorable.favorable;
our ability to realize anticipated cost savings and efficiencies from consolidating our business activities to our New York office; and
On August 9, 2018 the Company entered into a definitive agreement to merge with Sierra Income Corporation (“Sierra” or “SIC”). Pursuant to the Agreement and Plan of Merger by and among the Company, Sierra and Sierra Management Inc., a newly formed Delaware corporation (“Merger Sub”), the Company will merge with and into Merger Sub, and the Company’s existing asset management business will continue to operate as a wholly owned subsidiary of Sierra.
As a condition to closing, Sierra’s common stock will be listed to trade on the New York Stock Exchange. The mergers are cross conditioned upon each other and are subject to approval by the shareholders of the Company, MCC and Sierra, regulators, including the SEC, other customary closing conditions and third party consents. Accordingly, the Company can provide no assurance that the mergers will be completed or subject to further delays.
Because forward-looking statements, such as the anticipated timing on which that the parties expect the proposed transactions to be completed and the expectation that the proposed transactions will provide improved liquidity for Sierra, MCC, and Medley stockholders and will be accretive to net investment income for both Sierra and MCC, include risks and uncertainties, actual results may differ materially from those expressed or implied and include, but are not limited to, those discussed in each of Sierra’s, MCC’s and Medley’s filings with the SEC, and (i) the satisfaction or waiver of closing conditions relating to the proposed transactions described herein, including, but not limited to, the requisite approvals of the stockholders of each of Sierra, MCC, and Medley; Sierra successfully taking all actions reasonably required with respect to certain outstanding indebtedness of MCC and Medley to prevent any material adverse effect relating thereto; certain required approvals of the SEC and the Small Business Administration, the necessary consents of certain third-party advisory clients of Medley; and any applicable waiting period (and any extension thereof) applicable to the transactions under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, shall have expired or been terminated, (ii) the parties’ ability to successfully consummate the proposed transactions, and the timing thereof, and (iii) the possibility that competing offers or acquisition proposals related to the proposed transactions will be made and, if made, could be successful. Additional risks and uncertainties specific to Sierra, MCC and Medley include, but are not limited to, (i) the costs and expenses that Sierra, MCC and Medley have, and may incur, in connection with the proposed transactions (whether or not they are consummated), (ii) the impact that litigation relating to the proposed transactions may have on any of Sierra, MCC and Medley, (iii) that projections with respect to dividends may prove to be incorrect, (iv) Sierra’s ability to invest its portfolio of cash in a timely manner following the closing of the proposed transactions, (v) the market performance of the combined portfolio, (vi) the ability of portfolio companies to pay interest and principal in the future; (vii) the ability of Medley to grow its fee earning assets under management; (viii) whether Sierra, as the surviving company, will trade with more volume and perform better than MCC and Medley prior to the proposed transactions;  and (ix) negative effects of entering into the proposed transactions on the trading volume and market price of the MCC’s or Medley’s common stock. There can be no assurance of the level of any dividends to be paid, if any, following consummation of the merger. Investors are cautioned that, as a result of a number of factors (including those described above), there remains substantial uncertainty regarding the ability of the parties to successfully consummate the mergers.

iii




These factors should not be construed as exhaustive and should be read in conjunction with the other cautionary statements that are included in this Form 10-Q, the risk factors and other cautionary statements in our annual reportAnnual Report on Form 10-K for the year ended December 31, 20162018 and other reports we file with the Securities and Exchange Commission. Forward-looking statements speak as of the date on which they are made, and we undertake no obligation to publicly update or review any forward-looking statement, whether as a result of new information, future developments or otherwise, except as required by law. 
Medley Management Inc. was incorporated as a Delaware corporation on June 13, 2014, and its sole asset is a controlling equity interest in Medley LLC. Pursuant to a reorganization into a holding corporation structure (the “Reorganization”) consummated in connection with Medley Management Inc.’s initial public offering (“IPO”), Medley Management Inc. became a holding corporation and the sole managing member of Medley LLC, operating and controlling all of the business and affairs of Medley LLC and, through Medley LLC and its subsidiaries, conducts its business.
Unless the context suggests otherwise, references herein to the “Company,” “Medley,” “we,” “us” and “our” refer to Medley Management Inc., Medley LLC, and their consolidated subsidiaries.
The “pre-IPO owners” refers to the senior professionals who were the owners of Medley LLC immediately prior to the Offering Transactions. The “Offering Transactions” refer to Medley Management Inc.’s purchase upon the consummation of its IPO of 6,000,000 newly issued limited liability company units (the “LLC Units”) from Medley LLC, which correspondingly diluted the ownership interests of the pre-IPO owners in Medley LLC and resulted in Medley Management Inc.’s holding a number of LLC Units in Medley LLC equal to the number of shares of Class A common stock it issued in its IPO.
Unless the context suggests otherwise, references herein to:
“Aspect” refers to Aspect-Medley Investment Platform A LP;
Aspect B” refers to Aspect-Medley Investment Platform B LP;
AUM” refers to the assets of our funds, which represents the sum of the NAV of such funds, the drawn and undrawn debt (at the fund level, including amounts subject to restrictions) and uncalled committed capital (including commitments to funds that have yet to commence their investment periods);
“base management fees” refers to fees we earn for advisory services provided to our funds, which are generally based on a defined percentage of fee earning AUM or, in certain cases, a percentage of originated assets in the case of certain of our SMAs;
“BDC” refers to business development company;
"Caddo" refers to Caddo Investors Holdings 1 LLC;
“Consolidated Funds” refers to, with respect to periods after December 31, 2013 and before January 1, 2015, MOF II, with respect to periods prior to January 1, 2014, MOF I LP, MOF II and MOF III, subsequent to its formation; and, with respect to periods after May 31, 2017, Sierra Total Return Fund, subsequent to its formation.
“fee earning AUM” refers to the assets under management on which we directly earn base management fees;
“hurdle rates” refers to the rates above which we earn performance fees, as defined in the long-dated private funds’ and SMAs’ applicable investment management or partnership agreements;
“investee company” refers to a company to which one of our funds lends money or in which one of our funds otherwise makes an investment;

iii




“long-dated private funds” refers to MOF II, MOF III, MOF III Offshore, MCOF, Aspect, Aspect B and any other private funds we may manage in the future;
“management fees” refers to base management fees and Part I incentive fees;
“MCOF” refers to Medley Credit Opportunity Fund LP;
“Medley LLC” refers to Medley LLC and its consolidated subsidiaries;
“MOF II” refers to Medley Opportunity Fund II LP;
“MOF III” refers to Medley Opportunity Fund III LP;
"MOF III Offshore" refers to Medley Opportunity Fund Offshore III LP;
“our funds” refers to the funds, alternative asset companies and other entities and accounts that are managed or co-managed by us and our affiliates;
“our investors” refers to the investors in our permanent capital vehicles, our private funds and our SMAs;
“Part I incentive fees” refers to fees that we receive from our permanent capital vehicles, and insince 2017, MCOF and Aspect, which are paid in cash quarterly and are driven primarily by net interest income on senior secured loans subject

iv




to hurdle rates. As it relates to Medley Capital Corporation (NYSE: MCC) (TASE:MCC) (“MCC”), these fees are subject to netting against realized and unrealized losses;
“Part II incentive fees” refers to fees related to realized capital gains in our permanent capital vehicles;
“performance fees” refers to incentive allocations in our long-dated private funds and incentive fees from our SMAs, which are typically 15% to 20% of the total return after a hurdle rate, accrued quarterly, but paid after the return of all invested capital and in an amount sufficient to achieve the hurdle rate;
“permanent capital” refers to capital of funds that do not have redemption provisions or a requirement to return capital to investors upon exiting the investments made with such capital, except as required by applicable law, which funds currently consist of MCC, Sierra Total Return Fund ("STRF") and Sierra Income Corporation (“SIC” or "Sierra"). Such funds may be required, or elect, to return all or a portion of capital gains and investment income. In certain circumstances, the investment adviser of such a fund may be removed; and
“SMA” refers to a separately managed account.account;
"standalone" refers to our financial results without the consolidation of any fund(s); and
"Tac Ops" refers to Medley Tactical Opportunities LLC.




ivv




PART I.
Item 1. Financial Statements (Unaudited)
Medley Management Inc.
Condensed Consolidated Balance Sheets (unaudited)
(Amounts in thousands, except share and per share amounts)

As ofAs of

September 30, 2017
December 31, 2016March 31, 2019
December 31, 2018
Assets 

 
 

 
Cash and cash equivalents$40,135
 $49,666
$12,498
 $17,219
Cash and cash equivalents of consolidated fund346
 
Restricted cash equivalents
 4,897
Investments, at fair value62,866
 31,904
40,425
 36,425
Management fees receivable13,415
 12,630
9,805
 10,274
Performance fees receivable3,119
 4,961
Right-of-use assets under operating leases7,830
 
Other assets15,605
 18,311
13,917
 14,298
Total Assets$135,486

$122,369
$84,475

$78,216








 
Liabilities, Redeemable Non-controlling Interests and Equity 

 
 

 
Liabilities      
Senior unsecured debt$116,698
 $49,793
Loans payable9,066
 52,178
Senior unsecured debt, net$117,809
 $117,618
Loans payable, net10,000
 9,892
Due to former minority interest holder, net9,841
 11,402
Operating lease liabilities9,754
 
Accounts payable, accrued expenses and other liabilities21,286
 37,255
20,116
 26,739
Total Liabilities147,050

139,226
167,520

165,651









 
Commitments and Contingencies (Note 9)




Commitments and Contingencies (Note 12)













 
Redeemable Non-controlling Interests53,936

30,805
26,337

23,186








 
Equity 

 
 

 
Class A common stock, $0.01 par value, 3,000,000,000 shares authorized; 6,230,489 and 6,042,050 issued as of September 30, 2017 and December 31, 2016, respectively; 5,476,225 and 5,809,130 outstanding as of September 30, 2017 and December 31, 2016, respectively55
 58
Class A common stock, $0.01 par value, 3,000,000,000 shares authorized;5,817,298 and 5,701,008 issued and outstanding as of March 31, 2019 and December 31, 2018, respectively58
 57
Class B common stock, $0.01 par value, 1,000,000 shares authorized; 100 shares issued and outstanding
 

 
Additional paid in capital2,107
 3,310
8,999
 7,529
Accumulated other comprehensive income (loss)(625) 33
Accumulated deficit(7,847) (5,254)(19,734) (19,618)
Total stockholders' deficit, Medley Management Inc.(6,310) (1,853)(10,677) (12,032)
Non-controlling interests in consolidated subsidiaries(1,708) (1,717)(502) (747)
Non-controlling interests in Medley LLC(57,482) (44,092)(98,203) (97,842)
Total deficit(65,500)
(47,662)(109,382)
(110,621)
Total Liabilities, Redeemable Non-controlling Interests and Equity$135,486

$122,369
$84,475

$78,216
  


Medley Management Inc.
Condensed Consolidated Statements of Operations (unaudited)
(Amounts in thousands, except share and per share amounts)




For the Three Months Ended
March 31,
 2019
2018
Revenues 

 
Management fees (includes Part I incentive fees of $0 for each of the three months ending March 31, 2019 and 2018)$10,913

$12,085
Other revenues and fees2,441

2,329
Investment income:   
Carried interest352
 165
Other investment income (loss)63
 (183)
Total Revenues13,769

14,396
    
Expenses 

 
Compensation and benefits8,021
 8,331
General, administrative and other expenses3,254
 4,509
Total Expenses11,275
 12,840
    
Other Income (Expense) 

 
Dividend income572
 1,429
Interest expense(2,898) (2,681)
Other income (expense), net3,571
 (9,755)
Total other income (expense), net1,245
 (11,007)
Income (loss) before income taxes3,739
 (9,451)
(Benefit from) provision for income taxes(23) 190
Net Income (Loss)3,762

(9,641)
Net income (loss) attributable to redeemable non-controlling interests and non-controlling interests in consolidated subsidiaries4,195

(4,514)
Net loss attributable to non-controlling interests in Medley LLC(361)
(3,899)
Net Loss Attributable to Medley Management Inc.$(72) $(1,228)
Dividends declared per share of Class A common stock$0.03

$0.20
 




Net Loss Per Share of Class A Common Stock: 

 
Basic (Note 14)$(0.02) $(0.26)
Diluted (Note 14)$(0.02) $(0.26)
Weighted average shares outstanding - Basic and Diluted5,754,665
 5,483,303


Medley Management Inc.
Condensed Consolidated Statements of Changes in Equity (unaudited)
(in thousands, except share and per share amounts)


Three Months Ended March 31, 2019

For the Three Months Ended
September 30,

For the Nine Months Ended September 30,
 2017
2016
2017
2016
Revenues 

 

 

 
Management fees (includes Part I incentive fees of $1,393, $2,372, $1,937 and $11,947, respectively)$14,838

$15,262
 $41,934
 $50,220
Performance fees(202)
1,446
 (1,846) 1,706
Other revenues and fees2,016

2,172
 7,004
 5,851
Total Revenues16,652

18,880

47,092

57,777
        
Expenses 

 

 
  
Compensation and benefits6,382
 6,964
 17,881
 21,396
Performance fee compensation(14) (212) (845) (238)
General, administrative and other expenses3,510
 8,801
 8,932
 25,679
Total Expenses9,878
 15,553
 25,968
 46,837
        
Other Income (Expense) 

 

 
  
Dividend income1,428
 312
 2,896
 755
Interest expense(2,718) (2,403) (9,131) (6,593)
Other income (expense), net(282) 55
 1,299
 (1,559)
Total Other Expense, Net(1,572) (2,036) (4,936) (7,397)
Income before income taxes5,202
 1,291

16,188
 3,543
Provision for income taxes652
 77

1,493
 291
Net Income4,550

1,214

14,695

3,252
Net income attributable to redeemable non-controlling interests and non-controlling interests in consolidated subsidiaries1,917

438
 4,709
 1,106
Net income attributable to non-controlling interests in Medley LLC2,172

556
 8,557
 1,774
Net Income Attributable to Medley Management Inc.$461
 $220

$1,429

$372
Dividends declared per share of Class A common stock$0.20

$0.20

$0.60

$0.60
 





   
Net Income (Loss) Per Share of Class A Common Stock: 

 

 
  
Basic (Note 11)$0.03
 $
 $0.18
 $(0.05)
Diluted (Note 11)$0.03
 $
 $0.18
 $(0.05)
Weighted average shares outstanding - Basic and Diluted5,342,939
 5,778,409
 5,578,003
 5,802,334
 
Class A
Common Stock
 
Class B
Common Stock
 
Additional
Paid in
Capital
 

Accumulated
Deficit
 Non-
controlling
Interests in
Consolidated
Subsidiaries
 
Non-
controlling
Interests in
Medley
LLC
 
Total
Deficit
 Shares Dollars Shares Dollars     
Balance at December 31, 20185,701,008
 $57
 100
 $
 $7,529
 $(19,618) $(747) $(97,842) $(110,621)
Net (loss) income
 
 
 
 
 (72) 245
 (361) (188)
Stock-based compensation
 
 
 
 1,786
 
 
 
 1,786
Dividends declared on Class A common stock ($0.03 per share)
 
 
 
 
 (174) 
 
 (174)
Reclass of cumulative dividends on forfeited restricted stock units to compensation and benefits expense
 
 
 
 
 130
 
 
 130
Issuance of Class A common stock related to vesting of restricted stock units, net of tax withholdings116,290
 1
 
 
 (316) 
 
 
 (315)
Balance at March 31, 20195,817,298
 $58
 100
 $
 $8,999
 $(19,734) $(502) $(98,203) $(109,382)

Medley Management Inc.
Condensed Consolidated Statements of Comprehensive Income (unaudited)
(Amounts in thousands)


Three Months Ended March 31, 2018

For the Three Months Ended
September 30,

For the Nine Months Ended September 30,
 2017
2016
2017
2016
Net Income$4,550
 $1,214
 $14,695
 $3,252
Other Comprehensive Income: 

 

 

 
Change in fair value of available-for-sale securities (net of taxes of $0.3 million and $0.4 million for Medley Management Inc. for the three and nine months ended September, 2017, respectively, and $0.1 million and $0.2 million for Non-controlling interests in Medley LLC for the three and nine months ended September 30, 2016, respectively)(2,915) 268
 (5,081) 268
Total Comprehensive Income1,635

1,482

9,614

3,520
Comprehensive income attributable to redeemable non-controlling interests and non-controlling interests in consolidated subsidiaries1,917
 469
 4,680
 1,137
Comprehensive income (loss) attributable to non- controlling interests in Medley LLC(381) 746
 4,164
 1,964
Comprehensive Income Attributable to Medley Management Inc.$99

$267

$770

$419
 
Class A
Common Stock
 
Class B
Common Stock
 
Additional
Paid in
Capital
 
Accumulated
Other
Comprehensive
Loss
 

Accumulated
Deficit
 Non-
controlling
Interests in
Consolidated
Subsidiaries
 
Non-
controlling
Interests in
Medley
LLC
 
Total
Deficit
 Shares Dollars Shares Dollars      
Balance at December 31, 20175,481,068
 $55
 100
 $
 $2,820
 $(1,301) $(9,545) $(1,702) $(67,401) $(77,074)
Cumulative effect of accounting change due to the adoption of the new revenue recognition standard
 
 
 
 
 
 (686) 
 (2,905) (3,591)
Cumulative effect of accounting change due to the adoption of updated guidance on equity securities not accounted for under the equity method of accounting and the tax effects stranded in other comprehensive loss as a result of tax reform
 
 
 
 
 1,301
 (1,301) 
 
 
Net loss
 
 
 
 
 
 (1,228) 
 (3,899) (5,127)
Stock-based compensation
 
 
 
 1,046
 
 
 
 
 1,046
Dividends on Class A common stock ($0.20 per share)
 
 
 
 
 
 (1,345) 
 
 (1,345)
Reclass of cumulative dividends on forfeited restricted stock units to compensation and benefits expense
 
 
 
 
 
 25
 
 
 25
Issuance of Class A common stock related to vesting of restricted stock units, net of tax withholdings14,275
 
 
 
 (61) 
 
 
 
 (61)
Distributions
 
 
 
 
 
 
 
 (4,771) (4,771)
Contributions
 
 
 
 
 
 
 2
 
 2
Issuance of non-controlling interest at fair value
 
 
 
 
 
 
 56
 
 56
Balance at March 31, 20185,495,343
 $55
 100
 $
 $3,805
 $
 $(14,080) $(1,644) $(78,976) $(90,840)


Medley Management Inc.
Condensed Consolidated Statement of Changes in Equity (unaudited)
(Amounts in thousands, except share and per share amounts)


 
Class A
Common Stock
 
Class B
Common Stock
 
Additional
Paid in
Capital
 
Accumulated
Other
Comprehensive
Income (Loss)
 

Accumulated
Deficit
 Non-
controlling
Interests in
Consolidated
Subsidiaries
 
Non-
controlling
Interests in
Medley
LLC
 
Total
Deficit
 Shares Dollars Shares Dollars      
Balance at December 31, 20165,809,130
 $58
 100
 $
 $3,310
 $33
 $(5,254) $(1,717) $(44,092) $(47,662)
Cumulative effect of accounting change due to the adoption of ASU 2016-09
 
 
 
 1,039
 
 (120) 
 (801) 118
Net income
 
 
 
 
 
 1,429
 10
 8,557
 9,996
Change in fair value of available-for-sale securities, net of taxes
 
 
 
 
 (658) 
 
 (4,395) (5,053)
Stock-based compensation
 
 
 
 2,027
 
 
 
 
 2,027
Dividends on Class A common stock ($0.20 per share)
 
 
 
 
 
 (4,419) 
 
 (4,419)
Reclass of cumulative dividends on forfeited RSUs
 
 
 
 
 
 517
 
 
 517
Issuance of Class A common stock related to vesting of restricted stock units, net of shares withheld for employee taxes188,439
 2
 
 
 (685) 
 
 
 
 (683)
Repurchases of Class A common stock(521,344) (5) 
 
 (3,584) 
 
 
 
 (3,589)
Distributions
 
 
 
 
 
 
 (1) (16,751) (16,752)
Balance at September 30, 20175,476,225
 $55
 100
 $
 $2,107
 $(625) $(7,847) $(1,708) $(57,482) $(65,500)
Medley Management Inc.
Condensed Consolidated Statements of Cash Flows (unaudited)
(Amounts in thousands)



 For the Nine Months Ended September 30,
 2017 2016
Cash flows from operating activities 
  
Net income$14,695
 $3,252
Adjustments to reconcile net income to net cash provided by
operating activities:
 
  
Stock-based compensation2,027
 2,735
Amortization of debt issuance costs1,393
 555
Accretion of debt discount934
 633
Provision for (benefit from) deferred taxes326
 (576)
Depreciation and amortization689
 678
Net change in unrealized depreciation (appreciation) on investments252
 (8)
(Income) loss from equity method investments(155) 264
Reclassification of cumulative dividends paid on forfeited restricted stock units to compensation expense517
 
Other non-cash amounts(9) 27
Changes in operating assets and liabilities: 
  
Management fees receivable(785) 3,559
Performance fees receivable1,842
 (1,727)
Distributions of income received from equity method investments296
 
Other assets3,307
 (1,006)
Accounts payable, accrued expenses and other liabilities(16,206) (495)
Cash and cash equivalents of consolidated fund(346) 
Investments of consolidated fund(1,850) 
Other assets of consolidated fund(943) 
Other liabilities of consolidated fund270
 
Net cash provided by operating activities6,254

7,891
Cash flows from investing activities 
  
Purchases of fixed assets(39) (1,924)
Distributions received from equity method investment42
 1,152
Purchases of investments(34,980) (8,846)
Net cash used in investing activities(34,977)
(9,618)
Cash flows from financing activities 
  
Repayments of loans payable(44,800) (23,812)
Proceeds from issuance of senior unsecured debt69,108
 24,212
Capital contributions from redeemable non-controlling interests23,000
 12,002
Distributions to members and redeemable non-controlling interests(21,290) (18,670)
Debt issuance costs(2,783) (842)
Dividends paid(4,419) (4,115)
Repurchases of Class A common stock(3,589) (1,198)
Payments for taxes related to net share settlement of equity awards(685) 
Capital contributions to equity method investments(247) (207)
Net cash provided by (used in) financing activities14,295

(12,630)
Net decrease in cash, cash equivalents and restricted cash equivalents(14,428) (14,357)
Cash, cash equivalents and restricted cash equivalents, beginning of period54,563
 71,688
Cash, cash equivalents and restricted cash equivalents, end of period$40,135

$57,331
    
Supplemental disclosure of non-cash investing and financing activities   
Deferred tax asset impact on cumulative effect of accounting change
 due to the adoption of ASU 2016-09 (Note 2)
$118
 $
Reclassification of redeemable non-controlling interest (Note 14)
 12,155
Fixed assets
 2,293
Issuance of non-controlling interest, at fair value
 192
 For the Three Months Ended March 31,
 2019 2018
Cash flows from operating activities 
  
Net income (loss)$3,762
 $(9,641)
Adjustments to reconcile net income (loss) to net cash provided and used by
operating activities:
 
  
Stock-based compensation1,786
 1,046
Amortization of debt issuance costs234
 185
Accretion of debt discount315
 147
Provision for deferred taxes104
 1,332
Depreciation and amortization178
 219
Net change in unrealized (appreciation) depreciation on investments(3,617) 9,807
Income from equity method investments(394) (180)
Reclassification of cumulative dividends paid on forfeited restricted stock units to compensation and benefits expense130
 25
Non-cash lease costs608
 
Other non-cash amounts
 55
Changes in operating assets and liabilities: 
  
Management fees receivable469
 4,595
Distributions of income received from equity method investments67
 288
Purchase of investments(629) (415)
Sale of investments472
 392
Other assets(18) (1,239)
Operating lease liabilities(680) 
Accounts payable, accrued expenses and other liabilities(4,744) (4,083)
Net cash (used in) provided by operating activities(1,957)
2,533
Cash flows from investing activities 
  
Distributions received from investment held at cost less impairment101
 
Capital contributions to equity method investments
 (14)
Net cash provided by (used in) investing activities101

(14)
Cash flows from financing activities 
  
Payments to former minority interest holder(1,750) 
Capital contributions from non-controlling interests
 2
Distributions to non-controlling interests and redeemable
non-controlling interests
(799) (7,209)
Dividends paid
 (1,345)
Payments of tax withholdings related to net share settlement of restricted stock units(316) (61)
Net cash used in financing activities(2,865)
(8,613)
Net decrease in cash and cash equivalents(4,721) (6,094)
Cash and cash equivalents, beginning of period17,219
 36,163
Cash and cash equivalents, end of period$12,498

$30,069
    
Medley Management Inc.
Condensed Consolidated Statements of Cash Flows (unaudited)
(in thousands)



 For the Three Months Ended March 31,
 2019 2018
Supplemental disclosure of non-cash investing and financing activities   
Recognition of right-of-use assets under operating leases upon adoption of new leasing standard8,233
 
Recognition of operating lease liabilities offset against right-of-use assets under operating leases upon adoption of new leasing standard10,229
 
Accretion of operating lease liabilities against right-of-use assets208
 
Net deferred tax impact on cumulative effect of accounting change
due to the adoption of the new revenue recognition standard

 (125)
Reclassification of the income tax impact on cumulative effect of accounting change due to the adoption of accounting standards update 2016-01
 649
Reclassification of the income tax impact of the Tax Cuts and Jobs Act on items within accumulated other comprehensive loss to retained earnings due to the early adoption of accounting standards update 2018-02
 207
Issuance of non-controlling interest at fair value
 56
Dividends declared and unpaid on Class A common stock ($0.03 per share)(174) 
 

Medley Management Inc.
Notes to Condensed Consolidated Financial Statements (unaudited)




1. ORGANIZATION AND BASIS OF PRESENTATION
Medley Management Inc. is an alternative asset management firm offering yield solutions to retail and institutional investors. The Company's national direct origination franchise provides capital to the middle market in the U.S.United States of America. Medley Management Inc., through its consolidated subsidiary, Medley LLC, provides investment management services to permanent capital vehicles, long-dated private funds and separately managed accounts and serves as the general partner to the private funds, which are generally organized as pass-through entities. Medley LLC is headquartered in New York City and has an office in San Francisco.City.
The Company’s business is currently comprised of only one reportable segment, the investment management segment, and substantially all of the Company operations are conducted through this segment. The investment management segment provides investment management services to permanent capital vehicles, long-dated private funds and separately managed accounts. The Company conducts its investment management business in the U.S., where substantially all its revenues are generated.
Initial Public Offering of Medley Management Inc.
Medley Management Inc.(“MDLY”) was incorporated on June 13, 2014 and commenced operations on September 29, 2014 upon the completion of its initial public offering (“IPO”) of its Class A common stock. Medley Management Inc. raised $100.4 million, net of underwriting discount, through the issuance of 6,000,000 shares of Class A common stock at an offering price to the public of $18.00 per share. Medley Management Inc. used the offering proceeds to purchase 6,000,000 newly issued LLC Units (defined below) from Medley LLC. Prior to the IPO, Medley Management Inc. had not engaged in any business or other activities except in connection with its formation and IPO.
In connection with the IPO, Medley Management Inc. issued 100 shares of Class B common stock to Medley Group LLC (“Medley Group”), an entity wholly owned by the pre-IPO members of Medley LLC. For as long as the pre-IPO members and then-current Medley personnel hold at least 10% of the aggregate number of shares of Class A common stock and LLC Units (defined below) (excluding those LLC Units held by Medley Management Inc.) then outstanding, the Class B common stock entitles Medley Group to a number of votes that is equal to 10 times the aggregate number of LLC Units held by all non-managing members of Medley LLC that do not themselves hold shares of Class B common stock and entitle each other holder of Class B common stock, without regard to the number of shares of Class B common stock held by such other holder, to a number of votes that is equal to 10 times the number of membership units held by such holder. The Class B common stock does not participate in dividends and does not have any liquidation rights.
 Medley LLC Reorganization
In connection with the IPO, Medley LLC amended and restated its limited liability agreement to modify its capital structure by reclassifying the 23,333,333 interests held by the pre-IPO members into a single new class of units (“LLC Units”). The pre-IPO members also entered into an exchange agreement under which they (or certain permitted transferees thereof) have the right, subject to the terms of an exchange agreement, to exchange their LLC Units for shares of Medley Management Inc.’s Class A common stock on a one-for-one basis, subject to customary conversion rate adjustments for stock splits, stock dividends and reclassifications. In addition, pursuant to the amended and restated limited liability agreement, Medley Management Inc. became the sole managing member of Medley LLC.
The pre-IPO owners were, subject to limited exceptions, prohibited from transferring any LLC Units held by them or any shares of Class A common stock received upon exchange of such LLC Units, until September 29, 2017, which was the third anniversary of the date of the closing of the IPO, without the Company’s consent. Thereafter and prior to the fourth and fifth anniversaries of the closing of the IPO, such holders may not transfer more than 33 1/3% and 66 2/3%, respectively, of the number of LLC Units held by them, together with the number of any shares of Class A common stock received by them upon exchange therefor,therefore, without the Company’s consent.
Agreement and Plan of Merger
On August 9, 2018 MDLY entered into a definitive Agreement and Plan of Merger with Sierra Income Corporation (“Sierra” or “SIC”), pursuant to which MDLY would merge with and into Sierra Management Inc., a newly formed Delaware corporation (“Merger Sub”), and MDLY’s existing asset management business would continue to operate as a wholly owned subsidiary of Sierra. MDLY's Class A stockholders would receive 0.3836 shares of Sierra’s common stock, $3.44 per share of cash consideration and $0.65 per share in special cash dividends for each share of Class A common stock held by them. Medley LLC unitholders will convert their units into shares of Class A common stock and would receive 0.3836 shares of Sierra’s common stock, $3.44 per share of cash consideration and $0.35 per share in a special cash dividend for each share of Class A common stock held by them.

Medley Management Inc.
Notes to Condensed Consolidated Financial Statements (unaudited)




Simultaneously, pursuant to the Agreement and Plan of Merger by and between Medley Capital Corporation (“MCC”) and Sierra, MCC would merge with and into SIC, with SIC as the surviving entity. MCC shareholders would receive 0.805 shares of the Sierra’s common stock for each share of MCC common stock they hold.
On February 11, 2019, a putative stockholder class action related to the MCC Merger was commenced in the Court of Chancery of the State of Delaware by FrontFour Capital Group LLC and FrontFour Master Fund, Ltd (collectively, "FrontFour"). The action, as consolidated, is captioned in re Medley Capital Corporation Stockholder Litigation, C.A. No. 2019-0100-KSJM (the "Class Action"). The complaint alleged that MCC’s directors (Brook Taube, Seth Taube, Jeff Tonkel, Mark Lerdal, Karin Hirtler-Garvey, John E. Mack, and Arthur S. Ainsberg) breached their fiduciary duties to MCC stockholders in connection with the MCC Merger, and that MDLY, Sierra, MCC Advisors LLC, Medley Group LLC, and Medley LLC aided and abetted those alleged breaches of fiduciary duties. On March 11, 2019, following a two-day trial, the Court issued a Memorandum Opinion (the "Decision") denying FrontFour’s requests to (i) permanently enjoin the MCC Merger and (ii) require MCC to conduct a shopping process for MCC on terms proposed by FrontFour in its complaint. The Court held that MCC’s directors breached their fiduciary duties in entering into the MCC Merger, but rejected FrontFour’s claim that Sierra aided and abetted those breaches of fiduciary duties. The Court ordered defendants to issue corrective disclosures consistent with the Decision, and enjoined a vote of MCC stockholders on the MCC Merger until such disclosures have been made and stockholders have had the opportunity to assimilate this information.
On April 15, 2019, certain parties in the Class Action reached agreement on the principal terms of a settlement, which are contained in a binding term sheet, dated April 15, 2019 (the "Settlement Term Sheet"), among Brook Taube, Seth Taube, Jeff Tonkel, Mark Lerdal, Karin Hirtler-Garvey, John E. Mack, Arthur S. Ainsberg, MCC, MCC Advisors LLC, Medley LLC, and Medley Group LLC (the "Medley Parties"), on the one hand, and FrontFour, on behalf of itself and a class of similarly situated stockholders of MCC, on the other hand.
In connection with the Settlement Term Sheet and in exchange and consideration for the release of MDLY by the Plaintiffs and the Class (each as defined in the Settlement Term Sheet), MDLY entered into an acknowledgment and agreement (the "Acknowledgment") pursuant to which Medley agreed to certain actions and undertakings that are described in greater detail in the Settlement Term Sheet including, among other matters: (i) agreeing to participate and cooperate in the discussions and efforts to amend certain provisions of the Merger Agreements, (ii) agreeing to consent to amendments to the MCC Merger Agreement relating to the creation of go shop process to solicit superior transactions to the MCC Merger, if and when presented to MDLY by Sierra and MCC and (iii) agreeing to amendments to the MDLY Merger Agreement, and, if and when presented to MDLY by Sierra and MCC, agreeing to consent to amendments to the MCC Merger Agreement, to extend the outside date in the Merger Agreements to October 31, 2019 and to modify the merger consideration payment mechanics contained therein to provide for the creation of a settlement fund, consisting of $17 million in cash and $30 million of Sierra stock, which amount defendants in the Class Action (other than MDLY) will cause to be contributed to the fund, and distributed to eligible members of the Class, after certain deductions, following the closing of the MCC Merger and in accordance with the terms of the Settlement Stipulation (as defined in the Settlement Term Sheet). Pursuant to, and in accordance with the terms and conditions of, the Acknowledgment, MDLY has also undertaken to work in good faith to agree to supplemental disclosures relating to the Mergers consistent with the decision in connection with the Class Action, as well as to use reasonable efforts to obtain exemptive relief from the SEC to allow for the consummation of the Mergers.
Transaction expenses, primarily consisting of professional fees, related to the pending merger are included in general, administrative and other expenses and were approximately $0.3 million and $0.9 million for the three months ended March 31, 2019 and 2018, respectively.
Basis of Presentation
The accompanying condensed consolidated financial statements have been prepared on the accrual basis of accounting in conformity with U.S. generally accepted accounting principles (“GAAP”) and include the accounts of Medley Management Inc., Medley LLC and its consolidated subsidiaries (collectively, “Medley” or the “Company”). Additionally, the accompanying condensed consolidated financial statements of the Company and related financial information have been prepared pursuant to the requirements for reporting on Form 10-Q and Article 10 of Regulation S-X. Accordingly, certain disclosures accompanying annual financial statements prepared in accordance with U.S. GAAP may be omitted. In the opinion of management, the unaudited condensed consolidated financial results included herein contain all adjustments, consisting solely of normal recurring accruals, considered necessary for the fair presentation of financial statements for the interim periods included herein. Therefore, this Form 10-Q should be read in conjunction with the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2016.2018. The current period's results of operations will not necessarily be indicative of results that ultimately may be achieved for any future interim period or the full year ending December 31, 2017.2019.

Medley Management Inc.
Notes to Condensed Consolidated Financial Statements (unaudited)




2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Principles of Consolidation
In accordance with Accounting Standards Codification (“ASC”) 810, Consolidation, the Company consolidates those entities where it has a direct and indirect controlling financial interest based on either a variable interest model or voting interest model. As such, the Company consolidates entities that the Company concludes are variable interest entities (“VIEs”), for which the Company is deemed to be the primary beneficiary and entities in which it holds a majority voting interest or has majority ownership and control over the operational, financial and investing decisions of that entity.
For legal entities evaluated for consolidation, the Company must determine whether the interests that it holds and fees paid to it qualify as a variable interest in an entity. This includes an evaluation of the management fees and performance fees paid to the Company when acting as a decision maker or service provider to the entity being evaluated. If fees received by the Company are customary and commensurate with the level of services provided, and the Company does not hold other economic interests in the entity that would absorb more than an insignificant amount of the expected losses or returns of the entity, the interest that the Company holds would not be considered a variable interest. The Company factors in all economic interests including proportionate interests through related parties, to determine if fees are considered a variable interest.
An entity in which the Company holds a variable interest is a VIE if any one of the following conditions exist: (a) the total equity investment at risk is not sufficient to permit the legal entity to finance its activities without additional subordinated financial support, (b) the holders of equity investment at risk have the right to direct the activities of the entity that most significantly impact the legal entity’s economic performance, (c) the voting rights of some investors are disproportionate to their obligation to absorb losses or rights to receive returns from a legal entity. For limited partnerships and other similar entities, non-controlling investors must have substantive rights to either dissolve the fund or remove the general partner (“kick-out rights”) in order to not qualify as a VIE.
For those entities that qualify as a VIE, the primary beneficiary is generally defined as the party who has a controlling financial interest in the VIE. The Company is generally deemed to have a controlling financial interest if it has the power to direct the activities of a VIE that most significantly impact the VIE’s economic performance, and the obligation to absorb losses or receive benefits from the VIE that could potentially be significant to the VIE. The Company determines whether it is the primary beneficiary of a VIE at the time it becomes initially involved with the VIE and reconsiders that conclusion continuously. The primary beneficiary evaluation is generally performed qualitatively on the basis of all facts and circumstances. However, quantitative information may also be considered in the analysis, as appropriate. These assessments require judgment. Each entity is assessed for consolidation on a case-by-case basis. 
For those entities evaluated under the voting interest model, the Company consolidates the entity if it has a controlling financial interest. The Company has a controlling financial interest in a voting interest entity (“VOE”) if it owns a majority voting interest in the entity.
Consolidated Variable Interest Entities
Medley Management Inc. is the sole managing member of Medley LLC and, as such, it operates and controls all of the business and affairs of Medley LLC and, through Medley LLC, conducts its business. Under ASC 810, Medley LLC meets the definition of a VIE because the equity of Medley LLC is not sufficient to permit business activities without additional subordinated financial support. Medley Management Inc. has the obligation to absorb expected losses that could be significant to Medley LLC and holds 100% of the voting power, therefore Medley Management Inc. is considered to be the primary beneficiary of Medley LLC.
As a result, Medley Management Inc. consolidates the financial results of Medley LLC and its subsidiaries and records a non-controlling interest for the economic interest in Medley LLC held by the non-managing members. As of March 31, 2019, Medley Management Inc.’s and the non-managing members’ economic interests in Medley LLC are 18.7%19.2% and 81.3%80.8%, respectively, as of September 30, 2017 and 19.9% and 80.1%, respectively, as of December 31, 2016.2018, were 18.9% and 81.1%, respectively. Net income (loss) attributable to the non-controlling interests in Medley LLC on the consolidated statements of operations represents the portion of earnings or losses attributable to the economic interest in Medley LLC held by its non-managing members. Non-controlling interests in Medley LLC on the consolidated balance sheets represents the portion of net assets of Medley LLC attributable to the non-managing members based on total LLC Units of Medley LLC owned by such non-managing members.
As of September 30, 2017March 31, 2019 and December 31, 2016,2018, Medley LLC had fourthree majority owned subsidiaries, SIC Advisors LLC, Medley Seed Funding I LLC, Medley Seed Funding II LLC and STRF Advisors LLC, which are consolidated VIEs. Each of these entities werewas organized as a limited liability company and was legally formed to either manage a designated fund or to strategically invest capital as well as isolate business risk. As of September 30, 2017,March 31, 2019, total assets and total liabilities, after eliminating entries, of these VIEs reflected in the condensed consolidated balance sheets were $68.0$25.1 million and $13.1less than $0.1 million, respectively. As of December 31, 2016,2018, total assets and total liabilities, after eliminating entries, of these VIEs reflected in the condensed consolidated

Medley Management Inc.
Notes to Condensed Consolidated Financial Statements (unaudited)




and total liabilities, after eliminating entries, of these VIEs reflected in the consolidated balance sheets were $51.7$22.2 million and $22.8less than $0.1 million, respectively. Except to the extent of the assets of these VIEs that are consolidated, the holders of the consolidated VIEs’ liabilities generally do not have recourse to the Company.
Seed Investments
The Company accounts for seed investments through the application of the voting interest model under ASC 810-10-25-1 through 25-14 and consolidates a seed investment when the investment advisor holds a controlling interest, which is, in general, 50% or more of the equity in such investment. For seed investments in which the Company does not hold a controlling interest, the Company accounts for such seed investment under the equity method of accounting, at its ownership percentage of such seed investment’s net asset value.
The Company seed funded $2.1 million to Sierra Total Return Fund ("STRF"), which commenced investment operations in June 2017. As of September 30, 2017,March 31, 2019, the Company owned 100% of the equity of STRF and, as such, consolidatedconsolidates STRF in its condensed consolidated financial statements.
The condensed balance sheet of STRF as of September 30, 2017March 31, 2019 and December 31, 2018 is presented in the table below (in thousands).below.
As of
March 31, 2019 December 31, 2018
As of
September 30, 2017
   
Assets (in thousands)
Cash and cash equivalents$346
$173
 $274
Investments, at fair value1,850
2,210
 1,952
Other assets1,651
336
 248
Total assets$3,847
$2,719
 $2,474
Liabilities and Equity    
Accrued expenses and other liabilities$1,750
$501
 $330
Equity2,097
2,218
 2,144
Total liabilities and equity$3,847
$2,719
 $2,474
TheAs of March 31, 2019, the Company's condensed consolidated balance sheet reflects the elimination of $0.7$0.2 million of other assets, $1.5$0.2 million of accrued expenses and other liabilities and $2.2 million of equity as a result of the consolidation of STRF. As of December 31, 2018, the Company's condensed consolidated balance sheet reflects the elimination of $0.2 million of other assets, $0.1 million of accrued expenses and other liabilities and $2.1 million of equity as a result of the consolidation of STRF. During the three and nine months ended September 30, 2017,March 31, 2019 and 2018, the fund did not generate any significant income or losses from operations.
Non-Consolidated Variable Interest Entities
The Company holds interests in certain VIEs that are not consolidated because the Company is not deemed the primary beneficiary. The Company's interest in these entities is in the form of insignificant equity interests and fee arrangements. The maximum exposure to loss represents the potential loss of assets by the Company relating to these non-consolidated entities.
As of September 30, 2017,March 31, 2019, the Company recorded investments, at fair value, attributed to these non-consolidated VIEs of $5.2$4.1 million, receivables of $2.5$1.7 million included as a component of other assets and a clawback obligation of $7.2 million included as a component of accounts payable, accrued expenses and other liabilities on the Company’s condensed consolidated balance sheets. The clawback obligation assumes a hypothetical liquidation of a fund’s investments, at their then current fair values, and a portion of tax distributions relating to performance fees which would need to be returned. As of December 31, 2016,2018, the Company recorded investments, at fair value, attributed to non-consolidated VIEs of $5.1$4.2 million, receivables of $1.9$1.8 million included as a component of other assets and a clawback obligation of $7.1$7.2 million included as a component of accounts payable, accrued expenses and other liabilities on the Company’s condensed consolidated balance sheets. As of September 30, 2017,March 31, 2019, the Company’s maximum exposure to losses from these entities is $7.7$5.8 million.
Use of Estimates
The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of income and expenses during the reporting period. Management’s estimates are based on historical experience and other factors, including expectations of future events that management believes to be reasonable under the circumstances. These assumptions and estimates also require management to exercise judgment in the process
Medley Management Inc.
Notes to Condensed Consolidated Financial Statements (unaudited)




of applying the Company’s accounting policies. Significant estimates and assumptions by management affect the carrying value of investments, performance compensation payable and certain accrued liabilities. Actual results could differ from these estimates, and such differences could be material.  

Medley Management Inc.
Notes to Condensed Consolidated Financial Statements (unaudited)


Indemnification
In the normal course of business, the Company enters into contractual agreements that provide general indemnifications against losses, costs, claims and liabilities arising from the performance of individual obligations under such agreements. The Company has not experienced any prior claims or payments pursuant to such agreements. The Company’s individual maximum exposure under these arrangements is unknown, as this would involve future claims that may be made against the Company that have not yet occurred. However, based on management’s experience, the Company expects the risk of loss to be remote.
Non-Controlling Interests in Consolidated Subsidiaries
Non-controlling interests in consolidated subsidiaries represent the component of equity in such consolidated entities held by third-parties. These interests are adjusted for contributions to and distributions from Medley entities and are allocated income or loss from Medley entities based on their ownership percentages. 
Redeemable Non-Controlling Interests
Redeemable non-controlling interests represents interests of certain third parties that are not mandatorily redeemable but redeemable for cash or other assets at a fixed or determinable price or a fixed or determinable date, at the option of the holder or upon the occurrence of an event that is not solely within the control of the issuer.Company. These interests are classified in the mezzanine section ofon the Company's condensed consolidated balance sheets.
Class A Earnings per ShareCash and Cash Equivalents
Cash and cash equivalents include liquid investments in money market funds and demand deposits. The Company computeshad cash balances with financial institutions in excess of Federal Deposit Insurance Corporation insured limits as of March 31, 2019 and presents earnings per share usingDecember 31, 2018. The Company monitors the two-class method. Under the two-class method, the Company allocates earnings between common stockcredit standing of these financial institutions and participating securities. The two-class method includes an earnings allocation formula that determines earnings per share for each classhas not experienced, and has no expectations of common stock accordingexperiencing, any losses with respect to dividends declared and undistributed earnings for the period. For purposes of calculating earnings per share, the Company reduces its reported net earnings by the amount allocated to participating securities to arrive at the earnings allocated to Class A common stockholders. Earnings are then divided by the weighted average number of Class A common stock outstanding to arrive at basic earnings per share. Diluted earnings per share reflects the potential dilution beyond shares for basic earnings per share that could occur if securities or other contracts to issue common stock were exercised, converted into common stock, or resulted in the issuance of common stock that would have shared in our earnings. Participating securities consist of the Company's unvested restricted stock units that contain non-forfeitable rights to dividends or dividend equivalents, whether paid or unpaid, in the number of shares outstanding in its basic and diluted calculations.such balances.
Investments
Investments include equity method investments that are not consolidated but over which the Company exerts significant influence. The Company measures the carrying value of its public non-traded equity method investment at NAVNet Asset Value ("NAV") per share. The Company measures the carrying value of its privately-held equity method investments by recording its share of the underlying income or loss of these entities.
Unrealized appreciation (depreciation) resulting from changes in fair value of the equity method investments is reflected as a component of otherinvestment income (expense), net in the condensed consolidated statements of operations. The Company evaluates its equity method investments for impairment whenever events or changes in circumstances indicate thatoperations along with the carrying amounts ofincome and expense allocations from such investments may not be recoverable.investments.
The carrying amounts of equity method investments are reflected in investmentsInvestments, at fair value in the consolidated statements of financial condition.balance sheets. As the underlying entities that the Company manages and invests in are, for U.S. GAAP purposes, primarily investment companies which reflect their investments at estimated fair value, the carrying value of the Company’s equity method investments in such entities approximates fair value. The Company evaluates its equity-method investments for impairment whenever events or changes in circumstances indicate that the carrying amounts of such investments may not be recoverable.
For presentation in its consolidated statements of cash flows, the Company treats distributions received from certain equity method investments using the cumulative earnings approach. Under the cumulative earnings approach, an investor would compare the distributions received to its cumulative equity-method earnings since inception. Any distributions received up to the amount of cumulative equity earnings would be considered a return on investment and classified in operating activities. Any excess distributions would be considered a return of investment and classified in investing activities.
Investments also include available-for-sale securities which consist of an investment in publicly traded common stock. The Company measures the carryingfair value of its publicly traded investment in available-for-sale securitiescommon stock at the quoted market price on the primary market or exchange on which they trade. UnrealizedAny realized gains (losses) from the sale of investments and unrealized appreciation (depreciation) resulting from changes in fair value of available-for-sale securities isare recorded in accumulated other comprehensive income, redeemable non-controlling interests and non-controlling interests in Medley LLC. Realized gains (losses) and declines in value determined to be other than temporary, if any, are reported in other income (expenses), net. Thenet, effective January 1, 2018. Prior to January 1, 2018, the Company evaluates its investment in available-for-sale securities for impairment whenever events orrecorded changes in circumstances indicate that the carrying amountsfair value of its available for sale securities in its statements of other comprehensive income with an offset to accumulated comprehensive income. As a result of the adoption of this new guidance, on January 1, 2018, the Company reclassed $1.3 million of cumulative unrealized losses, net of income tax benefit, from accumulated other comprehensive (loss) income to accumulated deficit on the Company's condensed consolidated balance sheet.
Investments of Consolidated Fund
In accordance with ASC 820, Fair Value Measurements and Disclosures, the consolidated fund has categorized its investments carried at fair value, based on the priority of the valuation technique, into a three-level fair value hierarchy as discussed in Note 5. Fair value is a market-based measure considered from the perspective of the market participant who holds the financial instrument rather than an entity specific measure. Investments for which market quotations are readily available are valued at such investment may not be recoverable.market quotations, which are generally obtained from an independent pricing service or multiple broker-dealers or market makers. The consolidated fund weighs the use of third-party broker quotations, if any, in determining fair value based on management's understanding of the level of actual transactions used by the broker to develop the quote and whether the quote was an indicative

Medley Management Inc.
Notes to Condensed Consolidated Financial Statements (unaudited)




Debt Issuance Costs
Debt issuance costs represent direct costs incurred in obtaining financingprice or binding offer. However, debt investments with remaining maturities within 60 days that are not credit impaired are valued at cost plus accreted discount, or minus amortized premium, which approximates fair value. Investments for which market quotations are not readily available are valued at fair value as determined by the consolidated fund’s board of trustees based upon input from management and third party valuation firms. Because these investments are amortized over the term of the underlying debtilliquid and because there may not be any directly comparable companies whose financial instruments have observable market values, these loans are valued using the effective interest method. Debt issuance costs,a fundamental valuation methodology, consistent with traditional asset pricing standards, that is objective and the related amortization expense, are adjusted when any prepayments of principal are made to the related outstanding debt. Amortization of debt issuance costs is included as a component of interest expense in the Company's consolidated statement of operations.consistently applied across all loans and through time.
 Revenues 
Effective January 1, 2018, the Company recognizes revenue in accordance with ASC 606, Revenues from Contracts with Customers. The Company recognizes revenue under the core principle of depicting the transfer of promised goods or services to customers in an amount that reflects the consideration to which it expects to be entitled in exchange for such goods or services. To achieve this, the Company applies a five step approach: (1) identify the contract(s) with a customer, (2) identify the performance obligations within the contract, (3) determine the transaction price, (4) allocate the transaction price to the separate performance obligations and (5) recognize revenue when, or as, each performance obligation is satisfied.
Carried interest are performance based fees that represent a capital allocation of income to the general partner or investment manager. Such fees represent a capital allocation to the general partner or investment manager and are accounted for under ASC 323, Investments - Equity Method and Joint Ventures. As such, these types of performance fees are not in the scope of ASC 606.
As a result of the adoption of this new revenue guidance, the Company recorded a cumulative effect decrease to equity of $3.6 million, net of benefit from income taxes of $0.1 million, as of January 1, 2018, which relates to (1) certain performance fee revenue that would not have met the “probable that significant reversal will not occur” criteria of $3.0 million and (2) the reversal of reimbursable fund formation costs which were deferred on the Company’s consolidated balance sheet of $0.7 million.
Management Fees
Medley provides investment management services to both public and private investment vehicles. Management fees include base management fees, other management fees, and Part I incentive fees, as described below.
Base management fees are calculated based on either (i) the average or ending gross assets balance for the relevant period, (ii) limited partners’ capital commitments to the funds, (iii) invested capital, (iv) NAV or (v) lower of cost or market value of a fund’s portfolio investments. Depending upon the contracted terms of the investment management agreement, management fees are paid either quarterly in advance or quarterly in arrears, and are recognized as earned over the period the services are provided. 
Certain management agreements provide for Medley to receive other management fee revenue derived from up front origination fees paid by the funds' and/or separately managed accounts' underlying portfolio companies. These fees are recognized when Medleythe Company becomes entitled to such fees.
Certain management agreements also provide for Medley to receive Part I incentive fee revenue derived from net interestinvestment income (excluding gains and losses) above a hurdle rate. As it relates to Medley Capital Corporation (“MCC”),MCC, these fees are subject to netting against realized and unrealized losses. Part I incentive fees are paid quarterly and are recognized as earned overin the period the services are provided.
Performance Fees
Performance fees consist principally of the allocation of profits from certain funds and separately managed accounts, toare contractual fees which Medley provides management services. Medley is generally entitled to ando not represent a capital allocation of income as ato the general partner or investment manager that are earned based on the performance fee after returningof certain funds, typically, the invested capital plus a specified preferredCompany’s separately managed accounts. Performance fees are earned based on the fund performance during the period, subject to the achievement of minimum return levels in accordance with the respective terms set out in each fund’s investment management agreement.
Other Revenues and Fees
Medley provides administrative services to certain affiliated funds and is reimbursed for direct and allocated expenses incurred in providing such administrative services, as set forth in the respective underlying agreements. These fees are recognized as revenue in the period administrative services are rendered. Medley also acts as the administrative agent on certain deals for which Medley may earn loan administration fees and transaction fees. These fees are recognized as revenue over the period to which the fees directly relate.
Medley Management Inc.
Notes to Condensed Consolidated Financial Statements (unaudited)




Investment Income (loss) - Carried Interest
Carried interest are performance based fees that represent a capital allocation of income to the general partner or investment manager. Carried interest are allocated to the Company based on cumulative fund performance to date, subject to the achievement of minimum return levels in accordance with the respective terms set out in each respective agreement. Medley recognizes revenues attributable tofund’s governing documents and are accounted for under ASC 323, Investments - Equity Method and Joint Ventures. Accordingly, these performance fees are reflected as carried interest within investment income on the Company's consolidated statements of operations and balances due for such fees are included as a part of equity method investments within Investments, at fair value on the Company's consolidated balance sheets.
Under ASC 323, the Company records carried interest based upon the amountan assumed liquidation of that would be due pursuant to the respective agreement at each period end as if the funds were terminatedfund's net assets as of that date. Accordingly, the amount recognized inreporting date, regardless of whether such amounts have been realized. For any given period, carried interest on the Company's condensed consolidated financial statements reflects Medley’s share of the gains and losses of the associated funds’ underlying investments measured at their current fair values. Performance fee revenueoperations may include reversals of previously recognized performance feescarried interest due to a decrease in the investment performancevalue of a particular fund that results in a decrease of cumulative performance fees earned to date. Since fund return hurdles are cumulative, previously recognized performance feescarried interest also may be reversed in a period of appreciation that is lower than the particular fund’sfund's hurdle rate. For the three months ended September 30, 2017 the company recorded reversals of $0.4 million of previously recognized performance fees. For the three months ended September 30, 2016, there were no reversals of previously recognized performance fees. For the nine months ended September 30, 2017 and 2016 the Company recorded reversals of $2.7 million and $0.4 million, respectively, of previously recognized performance fees. As of September 30, 2017, the Company recognized cumulative performance fees of $5.2 million.
Performance feesCarried interest received in prior periods may be required to be returned by Medleythe Company in future periods if the funds’ investment performance declines below certain levels. Each fund is considered separately in this regard and, for a given fund, performance feescarried interest can never be negative over the life of a fund. If upon a hypothetical liquidation of a fund’s investments, at their then current fair values, previously recognized and distributed performance feescarried interest would be required to be returned, a liability is established for the potential clawback obligation. As of September 30, 2017March 31, 2019, the Company had not received any performance feecarried interest distributions, except for tax distributions related to the Company’s allocation of net income, which included an allocation of performance fees.carried interest. Pursuant to the organizational documents of each respective fund, a portion of these tax distributions may be subject to clawback. As of September 30, 2017,March 31, 2019 and December 31, 2018, the Company had accrued $7.2 million for clawback obligations that would need to be paid if the funds were liquidated at fair value as of the end of the reporting period. The Company’s actual obligation, however, would not become payable or realized until the end of a fund’s life.
During the three months ended March 31, 2019 and 2018, the Company did not record any reversals of previously recognized performance fees.
Investment Income (loss) - Other
Other Revenues and Fees
Medley provides administrative services to certain affiliated funds andinvestment income is reimbursed for direct and allocated expenses incurredcomprised of unrealized appreciation (depreciation) resulting from changes in providing such administrative services, as set forth in the respective underlying agreements. These fees are recognized as revenue in the period administrative services are rendered.

Medley Management Inc.
Notes to Condensed Consolidated Financial Statements (unaudited)


Performance Fee Compensation
Medley has issued profit interests in certain subsidiaries to select employees. These profit-sharing arrangements are accounted for under ASC 710, Compensation — General, which requires compensation expense to be measured at fair value at the grant date and expensed over the vesting period, which is usually the period over which the service is provided. The fair value of the profit interests are re-measured at each balance sheet dateCompany's equity method investments in addition to the income and adjusted for changes in estimates of cash flows and vesting percentages. The impact ofexpense allocations from such changes is recorded in the condensed consolidated statements of operations as an increase or decrease to performance fee compensation. investments.
Stock-based Compensation
The Company accounts for stock-based compensation in accordance with ASC 718, Compensation – Stock Compensation. Stock-based compensation cost is measured as of the grant date based on the fair value of the award and is recognized as expense over the requisite service period.
Prior to January 1, 2017, the fair value of the awards were amortized on a straight line basis over the requisite service period as stock based compensation expenses and was reduced for the impact of estimated forfeitures. The Company estimated forfeitures based on its historical experience and revised its estimate if actual forfeitures differed from its initial estimates. Effective January 1, 2017, the Company adopted a change in accounting policy as a result of the adoption of ASU 2016-09 to account for forfeitures as they occur. As such, stock based compensation expense relating to equity based awards are measured at fair value as of the grant date, reduced for actual forfeitures in the period they occur, and expensed over the requisite service period on a straight-line basis as a component of compensation and benefits on the Company's condensed consolidated statements of operations.
Income Taxes
The Company accounts for income taxes using the asset and liability approach, which requires the recognition of tax benefits or expenses for temporary differences between the financial reporting and tax basis of assets and liabilities. A valuation allowance is established when necessary to reduce deferred tax assets to the amounts expected to be realized. The Company also recognizes a tax benefit from uncertain tax positions only if it is “more likely than not” that the position is sustainable based on its technical merits. The Company’s policy is to recognize interest and penalties on uncertain tax positions and other tax matters as a component of its provision for income tax expense.taxes. For interim periods, the Company accounts for income taxes based on its estimate of the effective tax rate for the year. Discrete items and changes in its estimate of the annual effective tax rate are recorded in the period they occur.
Medley Management Inc. is subject to U.S. federal, state and local corporate income taxes on its allocable portion of the income of Medley LLC at prevailing corporate tax rates. Medley LLC and its subsidiaries are not subject to federal, state and local corporate income taxes since all income, gains and losses are passed through to its members. However, a portion of taxable income from Medley LLC and its subsidiaries are subject to New York City’s unincorporated business tax, which is included in the Company’s provision for income taxes.
The Company analyzes its tax filing positions in all of the U.S. federal, state and local tax jurisdictions where it is required to file income tax returns, as well as for all open tax years in these jurisdictions. If, based on this analysis, the Company determines that uncertainties in tax positions exist, a liability is established.
Recently Issued Accounting Pronouncements Adopted as of January 1, 2017
In March 2016, the FASB issued ASU 2016-09, Improvements to Employee Share-Based Payment Accounting, which simplifies and improves several aspects of the accounting for share-based payment transactions, including the income tax consequences, classification of awards as either equity or liabilities and classification on the statement of cash flows. The Company adopted ASU 2016-09 effective January 1, 2017.
Under the new guidance, all excess tax benefits and tax deficiencies related to employee stock compensation will be recognized within income tax expense. Under prior guidance, excess tax benefits were recognized in additional paid-in capital and tax deficiencies were recognized in the provision for income taxes only to the extent they exceeded the pool of excess tax benefits. In addition, under the new guidance, excess tax benefits are classified as cash flows from operating activities, and cash withheld by the Company for employees' withholding taxes will be classified as cash flows from financing activities on the Company's consolidated statements of cash flows. In connection with the adoption of ASU 2016-09, the Company elected to account for forfeitures as they occur, instead of utilizing an estimated forfeiture rate assumption. The change in accounting for forfeitures was applied on a modified retrospective basis by means of a cumulative-effect adjustment to equity. As of January 1, 2017, retained earnings and non-controlling interests in Medley LLC decreased by $0.1 million and $0.8 million, respectively, additional paid in capital increased by $1.0 million and a deferred tax asset was recorded in the amount of $0.1 million to reflect the change in accounting principle.

Medley Management Inc.
Notes to Condensed Consolidated Financial Statements (unaudited)




Reclassification of Prior Period Presentation
Performance fee compensation reported in the prior period has been reclassified to compensation and benefits to conform to the current period presentation in the condensed consolidated statements of operations. This reclassification had no effect on the reported results of operations.
Class A Earnings per Share
The Company computes and presents earnings per share using the two-class method. Under the two-class method, the Company allocates earnings between common stock and participating securities. The two-class method includes an earnings allocation formula that determines earnings per share for each class of common stock according to dividends declared and undistributed earnings for the period. For purposes of calculating earnings per share, the Company reduces its reported net earnings by the amount allocated to participating securities to arrive at the earnings allocated to Class A common stockholders. Earnings are then divided by the weighted average number of Class A common stock outstanding to arrive at basic earnings per share. Diluted earnings per share reflects the potential dilution beyond shares for basic earnings per share that could occur if securities or other contracts to issue common stock were exercised, converted into common stock, or resulted in the issuance of common stock that would have shared in our earnings. Participating securities consist of the Company's unvested restricted stock units that contain non-forfeitable rights to dividend equivalent payments, whether paid or unpaid, in the number of shares outstanding in its basic and diluted calculations.
Recently Issued Accounting Pronouncements Not Yet Adopted
 In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers(Topic 606), which provides that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for such goods or services. To achieve this core principle, an entity should apply the following steps: (1) identify the contracts with a customer, (2) identify the performance obligations in the contracts, (3) determine the transaction prices, (4) allocate the transaction prices to the performance obligations in the contracts, and (5) recognize revenue when, or as the entity satisfies a performance obligation. The guidance also requires advanced disclosures regarding the nature, amount, timing and uncertainty of revenue and cash flows arising from an entity’s contracts with customers. In March 2016, the FASB issued ASU 2016-08, Revenue from Contracts with Customers (Topic 606): Principal versus Agent Considerations (Reporting Revenue Gross versus Net), which clarified the implementation guidance on principal versus agent considerations. In April 2016, the FASB issued ASU 2016-10, Revenue from Contracts with Customers (Topic 606): Identifying Performance Obligations and Licensing, which clarified the implementation guidance regarding performance obligations and licensing arrangements. The new standard will become effective for the Company on January 1, 2018.
Upon adoption of this new guidance, the Company's current policy of recognizing performance fees with its separately managed accounts is expected to change. The Company expects that it will not be able to recognize such performance fees until such time that it is probable that a significant reversal in the amount of cumulative performance fees will not occur. The Company is continuing to assess the potential additional impacts of ASU 2014-09 on its financial statements for those arrangements within the scope of ASU 2014-09, including its accounting for expense reimbursements and performance fees earned under other types of contracts whereby the Company is the general partner and has an equity interest in the underlying fund. The Company has not yet selected a transition method.
In January 2016, the FASB issued ASU 2016-01, Financial Instruments – Overall: Recognition and Measurement of Financial Assets and Financial Liabilities, which requires that all equity investments (except those accounted for under the equity method of accounting) be measured at fair value with changes in fair value recognized in net income. This guidance eliminates the available-for-sale classification for equity securities with readily determinable fair values. However, companies may elect to measure equity investments that do not have readily determinable fair values at cost minus impairment, if any, plus or minus changes resulting from observable price changes in orderly transactions for an identical or similar investment of the same issuer. This new guidance will become effective for the Company on January 1, 2018. Under this new guidance, changes in the fair value of available-for-sale securities will no longer be classified in the Company's condensed consolidated statements of comprehensive income but rather as a component of other income in its condensed consolidated statements of operations.2019
In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842). This guidance requires an entity to increase the transparency and comparability among organizations as it relates to lease assets and lease liabilities, by requiring lessees to recognize assetsa right-of-use asset and liabilities arising from a lease liability for both financing and operatingall leases along with additional qualitative and quantitative disclosures. This new guidance will become effective for the Company onterms of more than 12 months, with exceptions. Effective January 1, 2019, the Company adopted this guidance using a modified retrospective approach, which was required for all leases that exist at or commence after the date of the initial application with earlyan option to use certain practical expedients. The Company has elected to use these practical expedients, which allow the Company to treat lease and non-lease components of its leases as a single component, have the ability to use hindsight in determining the lease term and assessing impairment of right-of-use assets, not to reassess lease classification or whether an arrangement is or contains a lease and not to reassess its initial accounting for direct lease costs.
The adoption of the new lease standard at January 1, 2019 resulted in the recognition of right-of-use assets and lease liabilities of $8.2 million and $10.2 million, respectively, consisting primarily of operating leases related to the rental of office space. The adoption of this guidance did not have a significant impact on the Company's consolidated statements of operations or cash flows. Additionally, this adoption did not impact any covenants associated with the Company's financial obligations.
Recently Issued Accounting Pronouncements Not Yet Adopted
In August 2018, the FASB issued ASU 2018-13, Fair Value Measurement (Topic 820): Disclosure Framework –Changes to the Disclosure Requirements for Fair Value Measurement. This ASU modifies the disclosure requirements in Topic 820, Fair Value Measurement, by removing certain disclosure requirements related to the fair value hierarchy, modifying existing disclosure requirements related to measurement uncertainty, and adding new disclosure requirements. This ASU is effective for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years. Early adoption is permitted. The Company is currently evaluating the new guidance to determine the impact of adopting this standardit may have on its consolidated financial statements. However, theThe adoption of this guidance is expected to result in a significant increase in total assets and total liabilities, but is not expected to have a significant impact on the consolidated statements of operations.
In May 2017, the FASB issued ASU 2017-09, Scope of Modification Accounting. This guidance clarifies when changes to share-based payment awards must be accounted for as modifications. The guidance requires an entity to apply modification accounting guidance if the value, vesting conditions or classification of the award changes but will provide relief to entities that make non-substantive changes to their share-based payment awards. This new guidance will become effective for the Company on January 1, 2018, with early adoption permitted. The Company is currently evaluating the impact of adopting this standard on its consolidated financial statements, but is not expected to have a significant impact on the Company's consolidated financial statements.
In June 2016, the FASB issued ASU 2016-13, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments. The amendments in this ASU require the measurement of all expected credit losses for financial assets held at the reporting date based on historical experience, current conditions, and reasonable and supportable forecasts and requires enhanced disclosures related to the significant estimates and judgments used in estimating credit losses, as well as the credit quality and underwriting standards of an organization’s portfolio. In addition, the ASU amends the accounting for credit losses on available-for-sale debt securities and purchased financial assets with credit deterioration. The amendments in this ASU are effective for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years. Early adoption is permitted. The Company is currently evaluating the new guidance to determine the impact it may have on its consolidated financial statements. The adoption of this ASU is not expected to have a significant impact on the Company's consolidated financial statements.    
The Company does not believe any other recently issued, but not yet effective, revisions to authoritative guidance will have a material effect on its consolidated balance sheets, results of operations or cash flows.
Medley Management Inc.
Notes to Condensed Consolidated Financial Statements (unaudited)




3. REVENUES FROM CONTRACTS WITH CUSTOMERS
The majority of the Company's revenues are derived from investment management and advisory contracts that are accounted for in accordance with ASC 606.
Performance Obligations
Performance obligations are the unit of account under the new revenue recognition standard and represent the distinct goods or services that are promised to the customer. The majority of the Company's contracts have a single performance obligation to provide asset management, advisory and other related services to permanent capital vehicles, long-dated private funds and separately managed accounts. The Company also has a separate performance obligation to act as an agent for certain third party lenders and provide loan administration services to certain borrowers. These loan administration services also represent a single performance obligation.
The Company primarily provides investment management services to a fund by managing the fund’s investments and maximizing returns on those investments. The Company’s asset management, advisory and other related services are transferred over time to the customer on a day-to-day basis. The contracts with each fund create a distinct performance obligation for each quarter the Company provides the promised services to the customer, from which the customer can benefit from each individual quarter of service. Furthermore, each quarter of the promised services is considered separately identifiable because there is no integration of the promised services between quarters, each quarter does not modify services provided prior to that quarter, and the services provided are not interdependent or interrelated. Most services provided to these funds are provided continuously over the contract period, so the services in the contract generally represents a single performance obligation comprising a series of distinct service periods. A contract’s transaction price is allocated to the series of distinct services that constitute a single performance obligation and recognized as revenue when, or as, the performance obligation is satisfied.
The management fees earned by the Company are largely dependent on fluctuations in the market and, thus, the determination of such fees is highly susceptible to factors outside the Company's influence. Management fees typically have a large number and broad range of possible consideration amounts and historical experience is generally not indicative of future performance of the market. Hence, the Company is applying the exemption provided under the new revenue recognition guidance as the Company is unable to estimate the aggregate amount of the transaction price allocated to the performance obligations that are unsatisfied and the variable consideration is allocated entirely to a wholly unsatisfied performance obligation.
Reimbursement of certain expenses incurred on behalf of the Company's funds are reported on a gross basis on the statements of operations if the Company is determined to be acting as the principal in those transactions.
Significant Judgments
The Company's contracts with customers generally include a single performance obligation to provide asset management, advisory and other related services on a quarterly basis. Revenues are recognized as such performance obligation is satisfied and the constraint on the management fees is lifted on a quarterly basis, hence, the Company does not need to exercise significant judgments in regards to management fees. Consideration for management fees is received on a quarterly basis as the performance obligations are satisfied.
With respect to performance fees based on the economic performance of its SMAs, significant judgment is required when determining recognition of revenues. Such judgments include:
whether the fund is near final liquidation
whether the fair value of the remaining assets in the fund is significantly in excess of the threshold at which the Company would earn an incentive fee
the probability of significant fluctuations in the fair value of the remaining assets
the SMA’s remaining investments are under contract for sale with contractual purchase prices that would result in no clawback and it is highly likely that the contracts will be consummated
As such, the Company will consider the above factors at each reporting period to determine whether there is an amount of the SMA performance fees which should be recognized as revenue because it is probable that there will not be a significant future revenue reversal, hence, the “constraint” on the performance fees has been lifted.
The Company accounts for performance fees which represent capital allocations to the general partner or investment manager pursuant to accounting rules relating to investments accounted for under the equity method of accounting. As such, these types of performance fees are not within the scope of the new revenue recognition standard and the above significant judgments and
Medley Management Inc.
Notes to Condensed Consolidated Financial Statements (unaudited)




3. INVESTMENTSconstraints do not apply to them. Refer to Note 2 “Summary of Significant Accounting Policies” and Note 4 "Investments" for additional information.
Revenue by Category
The componentsfollowing table present the Company's revenue from contracts with customers disaggregated by type of investments are as follows:customer for the three months ended March 31, 2019.
 As of
 September 30, 2017 December 31, 2016
 (Amounts in thousands)
Equity method investments, at fair value$14,707
 $14,895
Investment in shares of MCC46,309
 17,009
Investments of consolidated fund1,850
 
Total investments, at fair value$62,866

$31,904
  Permanent
Capital
Vehicles
 Long-dated
Private Funds
 SMAs Other Total
           
  (in thousands)
Management fees $7,529
 $1,860
 $1,524
 $
 $10,913
Other revenues and fees 1,780
 
 
 661
 2,441
Total revenues from contracts with customers $9,309
 $1,860
 $1,524
 $661
 $13,354
The following table present the Company's revenue from contracts with customers disaggregated by type of customer for the three months ended March 31, 2018.
  Permanent
Capital
Vehicles
 Long-dated
Private Funds
 SMAs Other Total
           
  (in thousands)
Management fees $8,392
 $2,061
 $1,632
 $
 $12,085
Other revenues and fees 1,845
 
 
 484
 2,329
Total revenues from contracts with customers $10,237
 $2,061
 $1,632
 $484
 $14,414
The Other revenues and fees balances above primarily consist of revenues earned by Medley while serving as loan administrative agent on certain deals, including loan administration fees and transaction fees. Additionally, this balance includes reimbursable origination and deal expenses as well as reimbursable entity formation and organizational expenses.
The Company's asset management, advisory and other related services are transferred over time and the Company recognizes these revenues over time as well.
Contract Balances
For certain customers, the Company has a performance obligation to provide loan administration services. The timing of revenue recognition may differ from the timing of invoicing to such customers or receiving consideration. For the majority of these services cash deposits are received prior to the performance obligation being met. The performance obligation of acting as a loan administrator is satisfied over time, therefore, the Company defers any payments received upfront as deferred revenue and recognizes revenue on a pro-rata basis over time as the loan administrative services are performed.
These contract liabilities are reported as deferred revenue within accounts payable, accrued expenses and other liabilities on the condensed consolidated balance sheets and amounted to $0.3 million as of March 31, 2019 and December 31, 2018. During the three months ended March 31, 2019 and 2018, the Company recognized revenue from amounts included in deferred revenue of $0.2 million for each of those periods, and received cash deposits of $0.1 million and $0.2 million, respectively.
The Company did not have any contract assets as of March 31, 2019 or December 31, 2018.
Assets Recognized for the Costs to Obtain or Fulfill a Contract
As part of providing investment management services to a fund, the Company might incur certain placement fees to third parties for obtaining new investors for the fund. Any placement fees incurred to third party placement agents for placing investors into a fund are variable as it is based on a percentage of future fees and cannot be reasonably estimated. The Company determined that placement fees which are paid in cash over time as fees are earned, do not relate to a new contract at the time the payment is made. These costs do not represent a cost to obtain a new contract but rather a cost to fulfill an existing contract. The Company does not recognize any assets for the incremental costs of obtaining or fulfilling a contract with a customer and expenses placement fees as incurred.
Medley Management Inc.
Notes to Condensed Consolidated Financial Statements (unaudited)




4. INVESTMENTS
Investments consist of the following:
 As of
 March 31, 2019 December 31, 2018
    
 (in thousands)
Equity method investments, at fair value$13,775
 $13,422
Investment in shares of MCC, at fair value24,124
 20,633
Investment held at cost less impairment316
 418
Investments of consolidated fund2,210
 1,952
Total investments, at fair value$40,425

$36,425
Equity Method Investments
Medley measures the carrying value of its public non-traded equity method investmentsinvestment in Sierra Income Corporation (“SIC” or "Sierra"), a related party, at NAV per share. Unrealized appreciation (depreciation) resulting from changes in NAV per share is reflected as a component of otherinvestment income (expense)(loss) in the condensed consolidated statements of operations. The carrying value of the Company’s privately-held equity method investments is determined based on the amounts invested by the Company plus the equity in earnings or losses of the investee allocated based on the respective underlying agreements, less distributions received.
The Company evaluates its equity method investments for impairment whenever events or changes in circumstances indicate that the carrying amounts of such investments may not be recoverable. There were no impairment losses recorded during the three and nine months ended September 30, 2017. During the nine months ended September 30, 2016, the Company recorded a $0.5 million loss on its investment in CK Pearl Fund which is included as a component of other income (expense), net on the condensed consolidated statement of operations. There were no losses recorded during the three months ended September 30, 2016.March 31, 2019 and 2018.
As of September 30, 2017 and December 31, 2016, the Company’s carrying value of its equity method investments was $14.7 million and $14.9 million, respectively. The Company's equity method investment in shares of Sierra Income Corporation (“SIC”), a related party, were $8.8$7.5 million and $9.0$7.4 million as of September 30, 2017March 31, 2019 and December 31, 2016,2018, respectively. The remaining balance as of September 30, 2017March 31, 2019 and December 31, 20162018 relates primarily to the Company’s investments in Medley Opportunity Fund II, LP ("MOF II"), Medley Opportunity Fund III LP (“MOF III”), Medley Opportunity Fund Offshore III LP (“MOF III Offshore”) and CK Pearl Fund, LP.Aspect-Medley Investment Platform B LP ("Aspect B").
For performance fees earned which represent a capital allocation to the general partner or investment manager, the Company accounts for them under the equity method of accounting. As of March 31, 2019 and December 31, 2018, the balance due to the Company for such performance fees was $0.7 million and $0.4 million, respectively. Revenues associated with these performance fees are classified as carried interest within investment income on the Company's condensed consolidated statements of operations.
The entities in which the Company's investments are accounted for under the equity method are considered to be related parties.
InvestmentInvestments in shares of MCC, at fair value
As of September 30, 2017March 31, 2019 and December 31, 2016,2018, the Company’s carrying value of its investment inCompany held 7,756,938 shares of MCC a related party, was $46.3 million and $17.0 million, respectively, and consisted of 7,756,938 and 2,264,892 shares, respectively. The Company measures the carrying value of its investment in MCCwhich are carried at fair value based onupon the quoted market price on the exchange on which itsthe shares trade. AsDuring the three months ended March 31, 2019 and 2018, the Company recognized unrealized gains of September 30, 2017, cumulative$3.5 million and unrealized losses of $9.6 million, respectively, which are included as a component of other income (expense), net on the Company’s condensed consolidated statements of operations.
Investment Held at Cost Less Impairment
The Company measures its investment in non-controlling interests in Medley LLCCK Pearl at cost less impairment, adjusted for observable price changes for an identical or similar investment of the same issuer as well as any distributions received during the period. The carrying amount of this investment was $0.3 million and accumulated$0.4 million as of March 31, 2019 and December 31, 2018, respectively. The Company performs a quantitative and qualitative assessment at each reporting date to determine whether the investment is impaired and an impairment loss equal to the difference between the carrying value and fair value is recorded within other comprehensive income (loss)(expenses), net on the Company's consolidated balance sheets was $4.3 million, and $0.6 million respectively. Asstatement of September 30, 2017, thereoperations if an impairment has been determined. There were no cumulative unrealized gains orimpairment losses included inrecorded during the balance of redeemable non-controlling interests.three months ended March 31, 2019 and 2018.
Investments of consolidated fund
Medley measures the carrying value of its investments held by its consolidated fund at fair value. As of September 30, 2017,March 31, 2019, investments of consolidated fund consisted of $0.5 million of equity investments and $1.7 million of senior secured loans. As of December 31, 2018, investments of consolidated fund consisted of $0.4 million debtof equity investments of $0.1 million and $1.4$1.6 million of investments in senior secured loans. Seeloans Refer to Note 45 "Fair Value Measurements" for moreadditional information.
Medley Management Inc.
4.Notes to Condensed Consolidated Financial Statements (unaudited)




5. FAIR VALUE MEASUREMENTS
The Company follows the guidance set forth in ASC 820 for measuring the fair value of investments in available-for-sale securities. Fair value is the price that would be received from the sale of an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Where available, fair value is based on observable market prices or parameters, or derived from such prices or parameters. Where observable prices or inputs are not available, valuation models are applied. These valuation models involve some level of management estimation and judgment, the degree of which is dependent on the price transparency for the instruments or market and the instruments’ complexity. The Company’s fair value analysis includes an analysis of the value of any unfunded loan commitments. Financial instrumentsinvestments recorded at fair value in the consolidated financial statements are categorized for disclosure purposes based upon the level of judgment associated with the inputs to the valuation of the investment as of the measurement date. Investments which are valued using NAV as a practical expedient are excluded from this hierarchy:

Medley Management Inc.
Notes to Condensed Consolidated Financial Statements (unaudited)


The three levels are defined as follows: 
Level I – Valuations based on quoted prices in active markets for identical assets or liabilities at the measurement date.
Level II – Valuations based on inputs other than quoted prices in active markets included in Level I, which are either directly or indirectly observable at the measurement date. This category includes quoted prices for similar assets or liabilities in non-activeactive markets, quoted prices for identical or similar assets or liabilities in non- active markets including actionable bids from third parties for privately held assets or liabilities, and observable inputs other than quoted prices such as yield curves and forward currency rates that are entered directly into valuation models to determine the value of derivatives or other assets or liabilities.
Level III – Valuations based on inputs that are unobservable and where there is little, if any, market activity at the measurement date. The inputs for the determination of fair value may require significant management judgment or estimation and isare based upon management’s assessment of the assumptions that market participants would use in pricing the assets and liabilities. These investments include debt and equity investments in private companies or assets valued using the marketMarket or income approachIncome Approach and may involve pricing models whose inputs require significant judgment or estimation because of the absence of any meaningful current market data for identical or similar investments. The inputs in these valuations may include, but are not limited to, capitalization and discount rates, beta and EBITDA multiples. The information may also include pricing information or broker quotes thatwhich include a disclaimer that the broker would not be held to such a price in an actual transaction. The non-binding nature of consensus pricing and/or quotes accompanied by disclaimer would result in classification as Level III information, assuming no additional corroborating evidence.
The following table summarizestables summarize the fair value hierarchy of the Company's financial assets measured at fair value as of September 30, 2017 (in thousands):value:
As of March 31, 2019
As of September 30, 2017Level I Level II Level III Total
Level I Level II Level III Total       
Assets       (in thousands)
Investments of consolidated fund$485
 $50
 $1,315
 $1,850
$272
 $
 $1,938
 $2,210
Investment in shares of MCC46,309
 
 
 46,309
24,124
 
 
 24,124
Total Assets$46,794
 $50
 $1,315
 $48,159
$24,396
 $
 $1,938
 $26,334
The Company’s investment in shares of MCC are classified as available-for-sale securities.
 As of December 31, 2018
 Level I Level II Level III Total
        
Assets(in thousands)
Investments of consolidated fund$258
 $
 $1,694
 $1,952
Investment in shares of MCC20,633
 
 
 20,633
Total Assets$20,891
 $
 $1,694
 $22,585
Included in investments of consolidated fund as of September 30, 2017March 31, 2019 are Level I assets of $0.5$0.3 million in equity investments Level II assets of $0.1 million, which consists of a debt investment, and Level III assets of $1.3$1.9 million, which consists of senior secured loans.loans and equity investments. Included in investments of consolidated fund as of December 31, 2018 are Level I assets of $0.3 million in equity investments and Level III assets of $1.7 million, which consists of senior secured loans and preferred equity investments. The significant unobservable inputs used in the fair value measurement of Level III assets of the consolidated fund's investments in senior secured loans include market yields. Significant increases or decreases in market yields in isolation would result in a significantly higher or lower fair value measurement. There were no other financial instruments classified as Level II or Level III as of September 30, 2017 and December 31, 2016.


F- 17

Medley Management Inc.
Notes to Condensed Consolidated Financial Statements (unaudited)




There were no significant unrealized gains or losses related to the investments of consolidated fund for each of the three and nine months ended September 30, 2017.March 31, 2019 and 2018.
The following is a summary of changes in fair value of the Company's financial assets that have been categorized within Level III of the fair value hierarchy at September 30, 2017 (in thousands):hierarchy:
 Level III Financial Assets as of September 30, 2017
 
Balance at
December 31, 2016
 Purchases Transfers In or (Out) of Level III 
Balance at
September 30,
2017
Investments of consolidated fund$
 $1,315
 $
 $1,315
 Level III Financial Assets as of March 31, 2019
 
Balance at
December 31, 2018
 Purchases Transfers In or (Out) of Level III Unrealized Appreciation/(Depreciation) Sale of Level III Assets 
Balance at
March
31, 2019
            
 (in thousands)
Investments of consolidated fund$1,694
 342
 
 53
 (151) $1,938
A review of the fair value hierarchy classifications is conducted on a quarterly basis. Changes in the observability of valuation inputs may result in a reclassification for certain financial assets or liabilities. Reclassifications impacting all levels of the fair value hierarchy are reported as transfers in or out of Level I, II or III category as of the beginning of the quarter during which the reclassifications occur. There were no transfers between levels in the fair value hierarchy during the three and nine months ended September 30, 2017. 

Medley Management Inc.
Notes to Condensed Consolidated Financial Statements (unaudited)


March 31, 2019.
When determining the fair value of publicly traded equity securities, the Company uses the quoted closing market price as of the valuation date on the primary market or exchange on which they trade. Our equity method investments for which fair value is measured at NAV per share, or its equivalent, using the practical expedient, are not categorized in the fair value hierarchy.
5. OTHER ASSETS
The componentsCompany's investments of other assetsconsolidated fund are treated as follows:
 As of
 September 30, 2017 December 31, 2016
 (Amounts in thousands)
Fixed assets, net of accumulated depreciation and amortization of $2,507 and $1,816, respectively$4,348
 $4,998
Security deposits1,975
 1,975
Administrative fees receivable (Note 10)1,911
 2,068
Deferred tax assets (Note 12)2,359
 2,001
Due from affiliates (Note 10)1,783
 2,133
Prepaid expenses and taxes1,074
 3,078
Other assets, excluding assets of consolidated fund1,212
 2,058
Assets of consolidated fund943
 
Total other assets$15,605

$18,311
investments at fair value and any realized and unrealized gains and losses from those investments are recorded through the condensed consolidated statement of operations. The Company's treatment is consistent with that of STRF, which is considered an investment company under ASC 946,
Financial Services - Investment Companies, for standalone reporting purposes.
6. LOANS PAYABLELEASES
On January 1, 2019, the company adopted ASC 842, Leases, under the modified retrospective method where any transition adjustments are recorded through a cumulative adjustment to retained earnings in the period of adoption. This new accounting standard requires a dual approach for lessee accounting whereby a lessee accounts for lease arrangements as either operating leases or finance leases. A lease is defined as a contract, or part of a contract, that conveys the right to control the use of identified property, plant or equipment for a period of time in exchange for consideration. The Company's loans payable consistCompany has elected the transition relief package of practical expedients permitted within ASC 842. Accordingly, the Company has not reassessed the classification of its existing leases as of the following:
 As of
 September 30, 2017 December 31, 2016
 (Amounts in thousands)
Term loans under the Credit Suisse Term Loan Facility, net of unamortized discount and debt issuance costs of $1,207 at December 31, 2016$
 $43,593
Non-recourse promissory notes, net of unamortized discount of $934 and $1,415, respectively9,066
 8,585
Total loans payable$9,066

$52,178
CNB Credit Agreement
On August 19, 2014,transition date, whether existing contracts at the transition date contain a lease, or whether unamortized initial direct costs before the transition adjustments would have met the definition of initial direct costs at lease commencement. The Company entered into a $15.0 million senior secured revolving credit facility with City National Bank, which was amended in August 2015, May 2016also applied practical expedients to not separate lease and September 2017 (as amended, the “Revolving Credit Facility”). Pursuant to the terms of Amendment Number Three to Credit Agreement dated September 22, 2017 to the Revolving Credit Facility ("the Amendment"), the maturity date was extended to March 31, 2020. The Amendment also providesnon-lease components for an incremental facility in an amount up to $10.0 million upon the fulfillment of certain customary conditions,all new leases as well as other changes.leases commencing before the effective date if certain criteria are met, and does not record leases on its consolidated balance sheet with expected terms of twelve months or less. Upon adoption of ASC 842, the Company recognized $8.2 million of right-of-use assets under operating leases and operating lease liabilities of $10.2 million.
Under ASC 842, at the inception of an arrangement, the Company determines whether the arrangement is or contains a lease based on the circumstances present. Leases with a term greater than one year are recognized on the balance sheet as right-of-use assets and lease liabilities. Lease liabilities and the corresponding right-of-use assets are recorded based on the present values of lease payments over the expected lease terms. The Company’s expected lease terms may include options to extend or terminate the lease when it is reasonably certain that it will exercise that option. When determining if a renewal option is reasonably certain of being exercised, the Company considers several factors, including but not limited to, the significance of leasehold improvements incurred on the property, whether the asset is difficult to replace, or specific characteristics unique to the particular lease that would make it reasonably certain that the Company would exercise such option. The Company intendshas concluded that renewal and early termination options are not reasonably certain of being exercised by the Company and thus not included in its right-of-use assets and operating lease liabilities. The interest rate implicit in lease contracts is typically not readily determinable. As such, the Company utilizes the appropriate incremental borrowing rates, which are the rates that would be incurred to use any proceeds from borrowings underborrow on a collateralized basis, over similar terms, amounts equal to the Revolving Credit Facility for general corporate purposes, including funding of its working capital needs. Borrowings underlease payments in a similar economic environment. Variable payments that do not depend on a rate or index are not included in the Revolving Credit Facility bear interest, atlease liability and are recognized as incurred. If significant events, changes in circumstances, or other events indicate that the optionlease term or other inputs have changed, the Company would reassess lease classification, remeasure the lease liability by using revised inputs as of the Company, either (i) at an Alternate Base Rate, as defined, plus an applicable margin not to exceed 0.25% or (ii) at an Adjusted LIBOR plus an applicable margin not to exceed 2.5%. As ofreassessment date, and duringadjust the three months ended September 30, 2017, there were no amounts drawn under the Revolving Credit Facility. The capitalized terms below are defined in the Revolving Credit Facility or the Amendment, where applicable.underlying right-of-use asset.
The Revolving Credit Facility also contains financial covenants that require the Company to maintain a Maximum Net Leverage Ratio, as defined, of not greater than 5.0 to 1.0, a Total Leverage Ratio, as defined, of not greater than 7.0 to 1.0 and Core EBITDA, as defined, of not less less than $15.0 million. These ratios are calculated on a trailing twelve months basis and are calculated using the Company’s financial results and include adjustments made to calculate Core EBITDA. Non-compliance with any of the financial or non-financial covenants without cure or waiver would constitute an event of default. The Revolving Credit Facility also contains customary negative covenants and other customary events of default, including defaults based on events of bankruptcy and insolvency, dissolution, nonpayment of principal, interest or fees when due, breach of specified covenants,

F- 18

Medley Management Inc.
Notes to Condensed Consolidated Financial Statements (unaudited)


changeSubstantially all of the Company's operating leases are comprised of its office space in controlNew York City and material inaccuracySan Francisco which expire at various times through September 2023. The Company does not have any contracts that would be classified as a finance lease nor any operating leases that contain variable payments.
The components of representationslease cost and warranties. There were no events of default underother information for the Revolving Credit Facilitythree months ended March 31, 2019 are as follows (dollars in thousands):
Lease cost 
Operating lease costs$625
Variable lease costs
Sublease income(115)
Total lease cost$510
  
Other information

Weighted-average remaining lease term (in years)4.5
Weighted-average discount rate8.2%
Future payments for operating leases as of September 30, 2017.March 31, 2019 are as follows (in thousands):
Credit Suisse Term Loan Facility
On August 14, 2014, the Company entered into a $110.0
Remaining 2019$2,042
20202,846
20212,483
20222,441
20231,823
Total future lease payments11,635
Less imputed interest(1,881)
Operating lease liabilities, as reported$9,754
Rent expense amounted to $0.6 million senior secured term loan credit facility (as amended, “Term Loan Facility”) with Credit Suisse AG, Cayman Islands Branch, as administrative agent and collateral agent thereunder, Credit Suisse Securities (USA) LLC, as bookrunner and lead arranger, and the lenders from time-to-time party thereto, which had an original maturity date of June 15, 2019. In February 2017, borrowings under this facility were paid off using the proceeds from the issuance of senior unsecured debt and the Term Loan Facility was terminated.
Interest expense under the Term Loan Facility, including accretion of the note discount and amortization of debt issuance costs, as well as the deferred issuance costs associated with the Revolving Credit facility below, for the nine months ending September 30, 2017 and 2016 was $1.5 million and $5.3 million, respectively. There was no interest expense under the Term Loan Facility for the three months ending September 30, 2017 and interestMarch 31, 2018. There is no material difference between the amount of lease expense forrecognized under the three months ended September 30, 2016, was $1.8 million.
Non-Recourse Promissory Notes 
In April 2012,new lease accounting standard versus the Company borrowed $10.0 million under two non-recourse promissory notes. Proceeds from the borrowings were used to purchase 1,108,033 shares of common stock of SIC, which were pledged as collateral for the obligations. Interest on the notes is paid monthly and is equal to the dividends received by the Company related to the pledged shares. The Company may prepay the notes in whole or in part at any time without penalty and the lenders may call the notes if certain conditions are met. The notes are scheduled to mature in March 2019. The proceeds from the notes were recorded net of issuance costs of $3.8 million and are being accreted, using the effective interest method, over the term of the non-recourse promissory notes. Total interest expense under these notes, including accretion of the notes discount, was $0.3 million for the three months ended September 30, 2017 and 2016, respectively, and $1.0 million for each of the nine months ended September 30, 2017 and 2016. The fair value of the outstanding balance of the notes was $10.2 million as of September 30, 2017 and December 31, 2016.
Contractual Maturities of Loans Payable
As of September 30, 2017, $10.0 million of future principal payments will be due, relating to loans payable, during the year ended December 31, 2019.superseded lease accounting standard.
7. OTHER ASSETS
Other assets consist of the following:
 As of
 March 31, 2019 December 31, 2018
    
 (in thousands)
Fixed assets, net of accumulated depreciation and amortization
of $3,624 and $3,446, respectively
$2,963
 $3,140
Security deposits1,975
 1,975
Administrative fees receivable (Note 13)1,749
 1,645
Deferred tax assets (Note 15)3,638
 3,739
Due from affiliates (Note 13)1,776
 1,421
Prepaid expenses and taxes891
 1,113
Other assets925
 1,265
Total other assets$13,917

$14,298


F- 19

Medley Management Inc.
Notes to Condensed Consolidated Financial Statements (unaudited)


8. SENIOR UNSECURED DEBT
The carrying value of the Company’s senior unsecured debt consistsconsist of the following:
 As of
 September 30, 2017 December 31, 2016
 (Amounts in thousands)
2026 Notes, net of unamortized discount and debt issuance costs of $3,360 and $3,802, respectively$50,235
 $49,793
2024 Notes, net of unamortized premium and debt issuance costs of $2,537 at September 30, 201766,463
 
Total senior unsecured debt$116,698
 $49,793
 As of
 March 31, 2019 December 31, 2018
    
 (in thousands)
2026 Notes, net of unamortized discount and debt issuance costs of $2,855 and $2,946, respectively$50,740
 $50,649
2024 Notes, net of unamortized premium and debt issuance costs of $1,931 and $2,031 respectively67,069
 66,969
Total senior unsecured debt$117,809
 $117,618
2026 Notes 
On August 9, 2016 and October 18, 2016, the Company issued debt consisting of $53.6 million in aggregate principal amount of senior unsecured notes due 2026 at a stated coupon rate of 6.875% (the "2026 Notes"). The net proceeds from these offerings were used to pay down a portion of the Company's outstanding indebtedness under its Term Loan Facility. Interest is payable quarterly and interest payments commenced on November 15, 2016.quarterly. The 2026 Notes are subject to redemption in whole or in part at any time or from time to time, at the option of the Company, on or after August 15, 2019 at a redemption price per security equal to 100% of the outstanding principal amount thereof plus accrued and unpaid interest payments. The 2026 notes were recorded net of discount and direct issuance costs of $3.8 million which are being amortized over the term of the notes using the effective interest rate method. The 2026 Notes are listed on the New York Stock Exchange and trades thereon under the trading symbol “MDLX.” The fair value of the 2026 Notes based on their underlying quoted market price was $52.6$37.7 million as of September 30, 2017.

Medley Management Inc.
Notes to Condensed Consolidated Financial Statements (unaudited)


March 31, 2019.
Interest expense on the 2026 Notes, including accretion of note discount and amortization of debt issuance costs, was $1.0 million and $3.0 million for each of the three and nine months ended September 30, 2017, respectively,March 31, 2019 and $0.3 million for the three and nine months ended September 30, 2016.2018.
2024 Notes
On January 18, 2017 and February 22, 2017, the Company issued $69.0 million in aggregate principal amount of senior unsecured notes due 2024 at a stated coupon rate of 7.25% (the "2024 Notes"). The net proceeds from these offerings were used to pay down the remaining portion of the Company's outstanding indebtedness under its Term Loan Facility (Note 8) with the remaining to be used for general corporate purposes. Interest is payable quarterly and interest payments commenced on April 30, 2017. The 2024 Notes are subject to redemption in whole or in part at any time or from time to time, at the option of the Company, on or after January 30, 2020 at a redemption price per security equal to 100% of the outstanding principal amount thereof plus accrued and unpaid interest payments. The 2024 notes were recorded net of premium and direct issuance costs of $2.8 million which are being amortized over the term of the notes using the effective interest rate method. The 2024 Notes are listed on the New York Stock Exchange and trades thereon under the trading symbol “MDLQ.” The fair value of the 2024 Notes based on their underlying quoted market price was $70.1$52.0 million as of September 30, 2017.March 31, 2019.
Interest expense on the 2024 Notes, including amortization of debt premium and debt issuance costs, was $1.4 million and $3.5 million for the three and nine months ended September 30, 2017, respectively.  
8. ACCOUNTS PAYABLE, ACCRUED EXPENSES AND OTHER LIABILITIES
The components of accounts payable, accrued expenses and other liabilities are as follows:
 As of
 September 30, 2017 December 31, 2016
 (Amounts in thousands)
Accrued compensation and benefits$2,655
 $7,978
Due to affiliates (Note 10)7,330
 15,043
Revenue share payable (Note 9)4,133
 6,472
Accrued interest1,294
 558
Professional fees678
 858
Deferred rent2,592
 2,833
Deferred tax liabilities (Note 12)170
 202
Performance fee compensation142
 985
Accounts payable and other accrued expenses2,022
 2,326
Liabilities of consolidated fund270
 
Total accounts payable, accrued expenses and other liabilities$21,286
 $37,255
9. COMMITMENTS AND CONTINGENCIES 
Operating Leases
Medley leases office space in New York City and San Francisco under non-cancelable lease agreements that expire at various times through September 2023. Rent expense was $0.6 million for each of the three months ended September 30, 2017March 31, 2019 and 2016, and $1.8 million and $1.9 million for2018.
9. LOANS PAYABLE
Loans payable consist of the nine months ended September 30, 2017 and 2016, respectively.
Future minimum rental payments under non-cancelable leases are as follows as of September 30, 2017 (in thousands):following:
Remaining in 2017$675
20182,704
20192,710
20202,833
20212,430
Thereafter4,254
Total future minimum lease payments$15,606
 As of
 March 31, 2019 December 31, 2018
    
 (Amounts in thousands)
Non-recourse promissory notes, net of unamortized discount of $0 and $108, respectively$10,000
 $9,892
Total loans payable$10,000

$9,892


F- 20

Medley Management Inc.
Notes to Condensed Consolidated Financial Statements (unaudited)


CNB Credit Agreement
On August 19, 2014, the Company entered into a $15.0 million senior secured revolving credit facility with City National Bank (as amended, the “Revolving Credit Facility”). The most recent amendment dated September 22, 2017 extended the Revolving Credit Facility maturity date to March 31, 2020 and provided for an incremental facility in an amount up to $10.0 million upon the fulfillment of certain customary conditions, as well as other changes. The Company intended to use any proceeds from borrowings under the Revolving Credit Facility for general corporate purposes, including funding of its working capital needs. Borrowings under the Revolving Credit Facility bore interest, at the option of the Company, either (i) at an Alternate Base Rate, as defined, plus an applicable margin not to exceed 0.25% or (ii) at an Adjusted LIBOR plus an applicable margin not to exceed 2.5%. As of and during the three months ended March 31, 2019, there were no amounts drawn under the Revolving Credit Facility and the Company had not incurred any borrowings under the Revolving Credit Facility since its inception. The capitalized terms below are defined in the Revolving Credit Facility, where applicable.
The Revolving Credit Facility also contained financial covenants that required the Company to maintain a Maximum Net Leverage Ratio, as defined, of not greater than 5.0 to 1.0, a Total Leverage Ratio, as defined, of not greater than 7.0 to 1.0 and Core EBITDA, as defined, of not less than $15.0 million. These ratios were calculated on a trailing twelve months basis and were calculated using the Company’s financial results and included adjustments made to calculate Core EBITDA. Non-compliance with any of the financial or non-financial covenants without cure or waiver would constitute an event of default. The Revolving Credit Facility also contained customary negative covenants and other customary events of default, including defaults based on events of bankruptcy and insolvency, dissolution, nonpayment of principal, interest or fees when due, breach of specified covenants, change in control and material inaccuracy of representations and warranties.
Effective May 13, 2019 the Company terminated the Revolving Credit Facility. There were no early termination penalties incurred by the Company in connection with the termination of this facility. Amortization of deferred issuance costs associated with the Revolving Credit Facility were $0.1 million and less than $0.1 million for the three months ending March 31, 2019 and 2018, respectively.
Non-Recourse Promissory Notes 
In April 2012, the Company borrowed $10.0 million under two non-recourse promissory notes. Proceeds from the borrowings were used to purchase 1,108,033 shares of common stock of SIC, which were pledged as collateral for the obligations. Interest on the notes is paid monthly and is equal to the dividends received by the Company related to the pledged shares. The Company may prepay the notes in whole or in part at any time without penalty and the lenders may call the notes if certain conditions are met. The notes are scheduled to mature in June 2019. The proceeds from the notes were recorded net of issuance costs of $3.8 million and were being accreted, using the effective interest method, over the original term of the non-recourse promissory notes. Total interest expense under these notes, including accretion of the notes discount, was $0.3 million for each of the three months ending March 31, 2019 and 2018, respectively. The fair value of the outstanding balance of the notes was $10.0 million as of March 31, 2019 and December 31, 2018, respectively.
On January 31, 2019, the Company entered into a termination agreement with the lenders which will become effective upon the closing of the Company's pending merger with SIC. In accordance with the provisions of the termination agreement, the Company will be required to pay the lenders $6.5 million on or prior to the merger closing date, reimburse the lenders for their out of pocket legal fees and enter into a new $6.5 million promissory note ("New Promissory Note"). The New Promissory Note will bear interest at LIBOR plus 7.0% and maturity will be six months after the merger closing date. Such consideration would be for the full satisfaction of the two aforementioned non-recourse promissory notes and related agreements, including the Company's revenue share payable, as further described in Note 12.
Contractual Maturities of Loans Payable
As further described above, upon closing of the Company's pending merger with SIC, the Company's two non-recourse promissory and revenue sharing arrangement would be settled for payment of $6.5 million on or prior to the merger closing date and delivery of the New Promissory Note. If the pending merger does not close, $10.0 million of future principal payments will be due, relating to loans payable, during the year ending December 31, 2019.

Medley Management Inc.
Notes to Condensed Consolidated Financial Statements (unaudited)


10. DUE TO FORMER MINORITY INTEREST HOLDER
This balance consists of the following:
 As of
 March 31, 2019 December 31, 2018
    
 (in thousands)
Due to former minority interest holder, net of unamortized discount of $2,409 and $2,598, respectively$9,841
 $11,402
Total due to former minority interest holder$9,841
 $11,402

In January 2016, the Company executed an amendment to SIC Advisors' operating agreement which provided the Company with the right to redeem membership units owned by the minority interest holder, Strategic Capital Advisory Services, LLC. The Company’s redemption right was triggered by the termination of the dealer manager agreement between SIC and SC Distributors LLC ("DMA Termination"), an affiliate of the minority interest holder. As a result of this redemption feature, the Company reclassified the non-controlling interest in SIC Advisors from the equity section of its consolidated balance sheet to redeemable non-controlling interests in the mezzanine section of its consolidated balance sheet based on its fair value as of the amendment date. On July 31, 2018, a DMA Termination event occurred and, as a result, the Company reclassified the redeemable non-controlling interest in SIC Advisors from redeemable non-controlling in the mezzanine section of its consolidated balance sheet to due to former minority interest holder, a component of total liabilities on the Company's consolidated balance sheet, based on its fair value as of that date.

In December, 2018, Medley LLC entered into a Letter Agreement with Strategic Capital Advisory Services, LLC, whereby consideration of $14.0 million was agreed upon for the satisfaction in full of all amounts owed by Medley under the LLC Agreement. The amount due will be paid in sixteen equal installments through August 5, 2022. The Company evaluated this agreement under ASC 470-50, Debt - Modifications and Extinguishment, to determine if modification or extinguishment treatment was necessary. After performing this analysis, the Company determined modification treatment was appropriate and a new effective interest rate was established on the modification date.

As of March 31, 2019 future payments due to former minority interest holder are as follows (in thousands):
Remaining in 2019$2,625
20203,500
20213,500
20222,625
Total future payments$12,250

The amount due will be paid in quarterly installments over a four year period, beginning 2019. For the three months ended March 31, 2019, the amortization of the discount was $0.2 million and is included as a component of interest expense on the Company's consolidated statements of operations.
Medley Management Inc.
Notes to Condensed Consolidated Financial Statements (unaudited)


11. ACCOUNTS PAYABLE, ACCRUED EXPENSES AND OTHER LIABILITIES
Accounts payable, accrued expenses and other liabilities consist of the following:
 As of
 March 31, 2019 December 31, 2018
    
 (in thousands)
Accrued compensation and benefits$4,256
 $7,438
Due to affiliates (Note 13)7,191
 7,635
Revenue share payable (Note 12)3,020
 2,976
Accrued interest1,294
 1,294
Professional fees1,906
 2,802
Deferred rent
 2,035
Deferred tax liabilities (Note 15)62
 60
Accounts payable and other accrued expenses2,387
 2,499
Total accounts payable, accrued expenses and other liabilities$20,116
 $26,739
12. COMMITMENTS AND CONTINGENCIES 
Operating Leases
Refer to Note 6 to these condensed consolidated financial statements.
Consolidation of Business Activities
During the three months ended March 31, 2018, the Company initiated the consolidation of its business activities to its New York office. The Company believes this will enhance operations by consolidating origination, underwriting and asset management operations and personnel in a single location. During the three months ended March 30, 2018, the Company recorded $1.4 million in severance costs.
Capital Commitments to Funds
As of September 30, 2017March 31, 2019 and December 31, 2016,2018, the Company had aggregate unfunded commitments of $0.3 million and $0.5 million, respectively, to certain long-dated private funds.
Other Commitments
In April 2012, the Company entered into an obligation to pay to a third party a fixed percentage of management and incentive fees received by the Company from SIC. The agreement was entered into contemporaneously with the $10.0 million non-recourse promissory notes that were issued to the same parties (Note 6)9). The two transactions were deemed to be related freestanding contracts and the $10.0 million of loan proceeds were allocated to the contracts using their relative fair values. At inception, the Company recognized an obligation of $4.4 million representing the present value of the future cash flows expected to be paid under this agreement. As of September 30, 2017March 31, 2019 and December 31, 2016,2018, this obligation amounted to $4.1$3.0 million and $6.5 million, respectively, and is recorded as revenue share payable, a component of accounts payable, accrued expenses and other liabilities on the consolidated balance sheets. The change in the estimated cash flows for this obligation is recorded in Other Income (Expense)other income (expense), net on the consolidated statements of operations.
On January 31, 2019, the Company entered into a termination agreement with the lenders which would become effective upon the closing of the Company's pending merger with SIC. In accordance with the provisions of the termination agreement, the Company would pay the lenders $6.5 million on or prior to the merger closing date, reimburse the lenders for their out of pocket legal fees and enter into a six month $6.5 million promissory note. The promissory note would bear interest at seven percentage points over the LIBOR Rate, as defined in the termination agreement. Such consideration would be for the full satisfaction of the two non-recourse promissory notes disclosed in Note 9 as well as the Company's obligation above.
Legal Proceedings
From time to time, the Company is involved in various legal proceedings, lawsuits and claims incidental to the conduct of its business. Its business is also subject to extensive regulation, which may result in regulatory proceedings against it. Except as described below, the Company is not currently party to any material legal proceedings.


F- 23

Medley Management Inc.
Notes to Condensed Consolidated Financial Statements (unaudited)


One of the Company's subsidiaries, MCC Advisors LLC, was named as a defendant in a lawsuit on May 29, 2015, by Moshe Barkat and Modern VideoFilm Holdings, LLC (“MVF Holdings”) against MCC, MOF II, MCC Advisors LLC, Deloitte Transactions and Business Analytics LLP A/K/A Deloitte ERG (“Deloitte”), Scott Avila (“Avila”), Charles Sweet, and Modern VideoFilm, Inc. (“MVF”). The lawsuit is pending in the California Superior Court, Los Angeles County, Central District, as Case No. BC 583437. The lawsuit was filed after MCC, as agent for the lender group, exercised remedies following a series of defaults by MVF and MVF Holdings on a secured loan with an outstanding balance at the time in excess of $65 million. The lawsuit sought damages in excess of $100 million. Deloitte and Avila have settled the claims against them in exchange for payment of $1.5 million. Following a separate lawsuit by Mr. Barkat against MVF’s D&O insurance carrier, the carrier, Charles Sweet and MVF have settled the claims against them. On June 6, 2016, the court granted the Medley defendants’ demurrers on several counts and dismissed Mr. Barkat’s claims with prejudice except with respect to his claim for intentional interference with contract. On March 18, 2018, the court granted the Medley defendants’ motion for summary adjudication with respect to Mr. Barkat’s sole remaining claim against the Medley Defendants for intentional interference. Now that the trial court has ruled in favor of the Medley defendants on all counts, the only remaining claims in the Barkat litigation are MCC and the other defendants continue to dispute the remaining allegations and are vigorously defending the lawsuit while pursuingMOF II’s affirmative counterclaims against Mr. Barkat and MVF Holdings. Holdings, which MCC and MOF II are diligently prosecuting.
On August 29, 2016, MVF Holdings filed another lawsuit in the California Superior Court, Los Angeles County, Central District, as Case No. BC 631888 (the “Derivative Action”), naming MCC Advisors LLC and certain of Medley’s employees as defendants, among others. The plaintiff in the Derivative Action, asserts claims against the defendants for breach of fiduciary duty, aiding and abetting breach of fiduciary duty, unfair competition, breach of the implied covenant of good faith and fair dealing, interference with prospective economic advantage, fraud, and declaratory relief. MCC Advisors LLC and the other defendants believe the outstanding claims for alleged interference with Mr. Barkat’s employment contract, and the other causes of action asserted in the Derivative Action are without merit and all defendants intend to continue to assert a vigorous defense. All proceedings in the Derivative Action have been stayed as a result of the chapter 11 bankruptcy proceedings of MVF, which were commenced on May 16, 2018. On August 29, 2016, however, despite the automatic stay of the MVF Bankruptcy, the Plaintiff filed an amended complaint seeking to restyle the derivative action into a direct action to circumvent the MVF bankruptcy’s automatic stay. To date, the California Superior Court has not proceeded with the amended complaint.
On May 4, 2017,Medley LLC, Medley Capital Corporation, Medley Opportunity Fund II LP, Medley Management, Inc., Medley Group, LLC, entered intoBrook Taube, and Seth Taube were named as defendants, along with other various parties, in a Settlement Agreement with CK Pearlputative class action lawsuit captioned as Royce Solomon, Jodi Belleci, Michael Littlejohn, and Giulianna Lomaglio v. American Web Loan, Inc., AWL, Inc., Mark Curry, MacFarlane Group, Inc., Sol Partners, Medley Opportunity Fund, Ltd. and CK Pearl Fund,II, LP, (the “CK Pearl Funds”), pursuant to which the CK Pearl Funds grantedMedley LLC, Medley Capital Corporation, Medley Management, Inc., Medley Group, LLC, Brook Taube, Seth Taube, DHI Computing Service, Inc., Middlemarch Partners, and its affiliates, managers, officers, directors, employees (the “Medley Parties”)John Does 1-100, filed on December 15, 2017, amended on March 9, 2018, and amended a full releasesecond time on February 15, 2019, in the United States District Court for the Eastern District of claimsVirginia, Newport News Division, as Case No. 4:17-cv-145 (hereinafter, “Class Action 1”). Medley Opportunity Fund II LP and further agreed to indemnify the Medley Parties from any liabilities and to reimburse Medley Capital LLC for its reasonable legal feesCorporation were also named as defendants, along with various other parties, in a putative class action lawsuit captioned George Hengle and expenses in connection with the following lawsuit: CK PearlLula Williams v. Mark Curry, American Web Loan, Inc., AWL, Inc., Red Stone, Inc., Medley Opportunity Fund Ltd.II LP, and CK Pearl Fund, LP v. Rothstein Kass & Company, P.C., Rothstein-Kass P.A., Rothstein Kass & Co. LLC and Rothstein, Kass & Company (Cayman); Rothstein Kass & Company, P.C., Rothstein-Kass P.A., Rothstein Kass & Co. LLC and Rothstein, Kass & Company (Cayman) v. Medley Capital LLC,Corporation, filed on September 19, 2016,February 13, 2018, in the SuperiorUnited States District Court, Eastern District of New Jersey Law Division: Essex County,Virginia, Richmond Division, as DocketCase No. L-5196-15 (the “Rothstein Lawsuit”3:18-cv-100 (“Class Action 2”). Pursuant to the settlement,Medley Opportunity Fund II LP and Medley Capital LLC will be filingCorporation were also named as defendants, along with various other parties, in a motion seeking dismissalputative class action lawsuit captioned John Glatt, Sonji Grandy, Heather Ball, Dashawn Hunter, and Michael Corona v. Mark Curry, American Web Loan, Inc., AWL, Inc., Red Stone, Inc., Medley Opportunity Fund II LP, and Medley Capital Corporation, filed August 9, 2018 in the United States District Court, Eastern District of Virginia, Newport News Division, as Case No. 4:18-cv-101 (“Class Action 3”) (together with Class Action 1 and Class Action 2, the “Virginia Class Actions”). Medley Opportunity Fund II LP was also named as a defendant, along with various other parties, in a putative class action lawsuit captioned Christina Williams and Michael Stermel v. Red Stone, Inc. (as successor in interest to MacFarlane Group, Inc.), Medley Opportunity Fund II LP, Mark Curry, Brian McGowan, Vincent Ney, and John Doe entities and individuals, filed June 29, 2018 and amended July 26, 2018, in the Rothstein Litigation. WhileUnited States District Court for the Eastern District of Pennsylvania, as Case No. 2:18-cv-2747 (the “Pennsylvania Class Action”) (together with the Virginia Class Actions, the “Class Action Complaints”). The plaintiffs in the Class Action Complaints filed their putative class actions alleging claims under the Racketeer Influenced and Corrupt Organizations Act, and various other claims arising out of the alleged payday lending activities of American Web Loan. The claims against Medley Opportunity Fund II LP, Medley LLC, Medley Capital Corporation, Medley Management, Inc., Medley Group, LLC, will remainBrook Taube, and Seth Taube (in Class Action 1, as amended); Medley Opportunity Fund II LP and Medley Capital Corporation (in Class Action 2 and Class Action 3); and Medley Opportunity Fund II LP (in the Pennsylvania Class Action), allege that those defendants in each respective action exercised control over, or improperly derived income from, and/or obtained an improper interest in, American Web Loan’s payday lending activities as a named defendant until it is dismissed orresult of a loan to American Web Loan. The loan was made by Medley Opportunity Fund II LP in 2011. American Web Loan repaid the action is resolved,loan from Medley Opportunity Fund II LP in lightfull in February of 2015, more than 1 year and 10 months prior to any of the CK Pearl Funds’ agreementloans allegedly made by American Web Loan to indemnify the Medley Parties andalleged class plaintiff representatives in Class Action 1. In Class Action 2, the alleged class plaintiff representatives have not alleged when they received any loans from American Web Loan. In Class Action 3, the alleged class plaintiff representatives claim to advance expenses on their behalf, we believe the Rothstein litigation no longer constitutes a material pending legal proceeding. The settlement also resolves our affirmative lawsuit against the CK Pearl Funds, Medley Capital LLC v. CK Pearl Fund, Ltd., filed on November 28, 2016, in the Grand Court of the Cayman Islands in the Financial Services Division, as Cause No. FSD 196 of 2016. have received loans from American

Medley Management Inc.
Notes to Condensed Consolidated Financial Statements (unaudited)


10.Web Loan at various times from February 2015 through April 2018. In the Pennsylvania Class Action, the alleged class plaintiff representatives claim to have received loans from American Web Loan in 2017. By orders dated August 7, 2018 and September 17, 2018, the Court presiding over the Virginia Class Actions consolidated those cases for all purposes. On October 12, 2018, Plaintiffs in Class Action 3 filed a notice of voluntary dismissal of all claims, and on October 29, 2018, Plaintiffs in Class Action 2 filed a notice of voluntary dismissal of all claims. Medley LLC, Medley Capital Corporation, Medley Management, Inc., Medley Group, LLC, Brook Taube, and Seth Taube never made any loans or provided financing to, or had any other relationship with, American Web Loan. Medley Opportunity Fund II LP, Medley LLC, Medley Capital Corporation, Medley Management, Inc., Medley Group, LLC, Brook Taube, Seth Taube are seeking indemnification from American Web Loan, various affiliates, and other parties with respect to the claims in the Class Action Complaints. Medley Opportunity Fund II LP, Medley LLC, Medley Capital Corporation, Medley Management, Inc., Medley Group, LLC, Brook Taube, and Seth Taube believe the alleged claims in the Class Action Complaints are without merit and they intend to defend these lawsuits vigorously.
On January 25, 2019, two purported class actions were commenced in the Supreme Court of the State of New York, County of New York, by alleged stockholders of Medley Capital Corporation, captioned, respectively, Helene Lax v. Brook Taube, et al., Index No. 650503/2019, and Richard Dicristino, et al. v. Brook Taube, et al., Index No. 650510/2019 (together with the Lax Action, the “New York Actions”). Named as defendants in each complaint are Brook Taube, Seth Taube, Jeffrey Tonkel, Arthur S. Ainsberg, Karin Hirtler-Garvey, John E. Mack, Mark Lerdal, Richard T. Allorto, Jr., Medley Capital Corporation, Medley Management Inc., Sierra Income Corporation, and Sierra Management, Inc. The complaints in each of the New York Actions allege that the individuals named as defendants breached their fiduciary duties in connection with the proposed merger of MCC with and into Sierra, and that the other defendants aided and abetted those alleged breaches of fiduciary duties. Compensatory damages in unspecified amounts are sought. On February 27, 2019, the Court entered a stipulated scheduling order requiring that defendants respond to the complaints 45 days following the later of (a) the stockholder vote on the proposed merger and (b) plaintiffs’ filing of a consolidated, amended complaint. A preliminary conference is scheduled to take place on July 23, 2019. The defendants believe the claims asserted in the New York Actions are without merit and they intend to defend these lawsuits vigorously. At this time, we are unable to determine whether an unfavorable outcome from these matters is probable or remote or to estimate the amount or range of potential loss, if any.
On February 11, 2019, a purported stockholder class action was commenced in the Court of Chancery of the State of Delaware by FrontFour Capital Group LLC and FrontFour Master Fund, Ltd. (together, “FrontFour”), captioned FrontFour Capital Group LLC, et al. v. Brook Taube, et al., Case No. 2019-0100 (the “FrontFour Action”), against defendants Brook Taube, Seth Taube, Jeff Tonkel, Mark Lerdal, Karin Hirtler-Garvey, John E. Mack, Arthur S. Ainsberg, MDLY, Sierra, MCC, MCC Advisors LLC (“MCC Advisors”), Medley Group, and Medley LLC. The complaint, as amended on February 12, 2019, alleged that the individuals named as defendants breached their fiduciary duties to MCC stockholders in connection with the proposed merger of MCC with Sierra (the “MCC Merger”), and that MDLY, Sierra, MCC Advisors, Medley Group, and Medley LLC aided and abetted those alleged breaches of fiduciary duties. The complaint sought to enjoin the vote of MCC stockholders on the proposed merger and enjoin enforcement of certain provisions of the Agreement and Plan of Merger, dated as of August 9, 2018, by and between MCC and Sierra (the “MCC Merger Agreement”). The Court held a trial on the plaintiffs’ claims on March 6-7, 2019 and issued a Memorandum Opinion (the “Decision”) on March 11, 2019. The Court denied the plaintiffs’ requests to (i) permanently enjoin the proposed merger and (ii) require MCC to conduct a “shopping process” for MCC on terms proposed by the plaintiffs in their complaint. The Court held that MCC’s directors breached their fiduciary duties in entering into the proposed merger, but rejected the plaintiffs’ claim that Sierra aided and abetted those breaches of fiduciary duties. The Court ordered the defendants to issue corrective disclosures consistent with the Decision, and enjoined a vote of MCC stockholders on the proposed merger until such disclosures have been made and stockholders have had the opportunity to assimilate this information. On March 20, 2019, another purported stockholder class action was commenced by Stephen Altman against Brook Taube, Seth Taube, Jeff Tonkel, Arthur S. Ainsberg, Karin Hirtler-Garvey, Mark Lerdal, and John E. Mack in the Court of Chancery of the State of Delaware, captioned Altman v. Taube, Case No. 2019-0219 (the “Altman Action”). The complaint alleged that the defendants breached their fiduciary duties to stockholders of MCC in connection with the vote of MCC stockholders on the proposed mergers. On April 8, 2019, the Court granted a stipulation consolidating the FrontFour Action and the Altman Action, designating the amended complaint in the FrontFour Action as the operative complaint, and designating the plaintiffs in the FrontFour Action and their counsel the lead plaintiffs and lead plaintiffs’ counsel, respectively.
On April 15, 2019, the parties reached agreement on the principal terms of a settlement of the FrontFour Action. The principal terms of the settlement are contained in a binding term sheet, dated April 15, 2019 (the “Settlement Term Sheet”), by and among MCC, Brook Taube, Seth Taube, Jeff Tonkel, Mark Lerdal, Karin Hirtler-Garvey, John E. Mack, Arthur S. Ainsberg, MCC Advisors, Medley LLC and Medley Group LLC (the “Medley Parties”), on the one hand, and FrontFour, on behalf of itself and a class of similarly situated stockholders of MCC, on the other hand. The Settlement Term Sheet is intended to form the basis of a definitive stipulation of settlement in the FrontFour Action. The Settlement Term Sheet provides that MCC will seek to obtain the agreement and/or consent of Sierra to effect certain amendments to (i) the MCC Merger Agreement and (ii) the Agreement and Plan of Merger,
Medley Management Inc.
Notes to Condensed Consolidated Financial Statements (unaudited)


dated as of August 9, 2018, by and among MDLY, Sierra, and Sierra Management, Inc. (the “MDLY Merger Agreement,” together with the MCC Merger Agreement, the “Merger Agreements”). If the foregoing amendments are entered into they will, among other matters (as described in further detail in the Settlement Term Sheet): (a) extend the Outside Date (as defined in the Merger Agreements) to October 31, 2019; (b) permit MCC’s special committee of independent directors (the “MCC Special Committee”) to undertake a sixty-day “go shop” process to solicit superior transactions to the MCC Merger and (c) if the MCC Merger is consummated, create a settlement fund, consisting of $17 million in cash and $30 million of Sierra stock, with the number of shares of Sierra stock to be calculated using the pro forma net asset value reported in the future proxy supplement describing the amendments to the MCC Merger Agreement, which will be distributed to eligible members of the Class (as defined in the Settlement Term Sheet). In connection with the Settlement Term Sheet, MDLY has executed an acknowledgement and agreement to take certain actions, including consenting to certain amendments to the Merger Agreements, in furtherance of the transactions contemplated thereby.
In addition, the Settlement Term Sheet provides that MCC and FrontFour will enter into a Governance Agreement pursuant to which, among other matters, FrontFour will be subject to customary standstill restrictions and be required to vote in favor of the MCC Merger at a meeting of stockholders to approve the MCC Merger Agreement and in favor of the directors nominated by the board of directors of MCC (the “Board”) for election at MCC’s 2019 annual meeting of stockholders.
Under the Settlement Term Sheet, the parties have agreed to cooperate to reduce the agreements reflected therein to a definitive stipulation of settlement (the “Settlement Stipulation”), and to obtain approval of Court of Chancery of the State of Delaware as soon as reasonably practicable thereafter. The Settlement Stipulation will provide for mutual releases between and among FrontFour and the Class, on the one hand, and the Medley Parties, on the other hand, of all claims that were or could have been asserted in the FrontFour Action. The Medley Parties will also release all claims arising out of or relating to the prosecution and settlement of the FrontFour Action and all claims that were or could have been asserted (other than claims against NexPoint Advisors, L.P. and its affiliates) in the litigation pending in the United States District Court for the Southern District of New York captioned Medley Capital Corporation v. FrontFour Capital Group LLC, et al., No. 1:19-cv-02055-LTS (S.D.N.Y.) (the “Federal Action”), and FrontFour and the Class will release all claims arising out of or relating to the prosecution and settlement of the Federal Action.
Under the Settlement Term Sheet, MCC and FrontFour have also undertaken to work together in good faith to agree to supplemental disclosures relating to the transactions contemplated by the Merger Agreements consistent with the Decision.
If the contemplated amendments to the Merger Agreements have not been entered into by May 15, 2019, the Settlement Term Sheet may be terminated by MCC or FrontFour.
The contemplated amendments to the Merger Agreements require the agreement of Sierra and there can be no assurance that such agreement will be obtained or that agreements on the amendments to the Merger Agreements will be reached.
In connection with the execution of the Settlement Term Sheet, effective as of April 15, 2019, the Board appointed David A. Lorber and Lowell W. Robinson to the Board to fill the vacancies on the Board created by the resignations of Mark Lerdal and John E. Mack, respectively.
MCC is seeking to obtain the agreement and/or consent of Sierra to effect certain amendments to the MCC Merger Agreement and the MDLY Merger Agreement as provided in the Settlement Term Sheet. At this time, MCC cannot provide any assurance whether the Mergers, or any other transaction involving the parties, will be consummated.
MARILYN S. ADLER, v. MEDLEY CAPITAL LLC et. al. (Supreme Court of New York, March 2019). Marilyn Adler, a former employee who served as a Managing Director of Medley Capital LLC, has filed suit in the New York Supreme Court, Commercial Part, against Medley Capital LLC, MCC Advisors, Medley SBIC GP, LLC, Medley Capital Corporation, Medley Management Inc., as well as Brook Taube, and Seth Taube, individually. Ms. Adler alleges that she is due in excess of $6.5 million in compensation based upon her role with Medley’s SBIC Fund. Her claims are for breach of contract, unjust enrichment, conversion, tortious interference, as well as a claim for an accounting of funds maintained by the defendants. The lawsuit was filed on March 1, 2019 and is in its very initial stages. The Company believes the claims are without merit, intends to vigorously defend them, and has asserted counterclaims against Ms. Adler for breach of contract and breach of fiduciary duties.
While management currently believes that the ultimate outcome of these proceedings will not have a material adverse effect on the Company’s consolidated financial position or overall trends in consolidated results of operations, litigation is subject to inherent uncertainties. The Company reviews relevant information with respect to litigation and regulatory matters on a quarterly and annual basis. The Company establishes liabilities for litigation and regulatory actions when it is probable that a loss has been incurred and the amount of the loss can be reasonably estimated. For matters where a loss is believed to be reasonably possible, but not probable, no liability is established.
Medley Management Inc.
Notes to Condensed Consolidated Financial Statements (unaudited)


Employment Agreements
In connection with the Company's pending merger with Sierra, the pre-IPO owners entered into employment agreements which would become effective upon the successful completion of the merger. Each employment agreement sets forth a base salary, which is subject to change at the discretion of the Board or compensation committee of the post-merged entity. The initial term of the employment agreements range from 24 to 30 months. The combined initial base salaries of the pre-IPO members would be $3.0 million. Under the employment agreements, each pre-IPO owner is eligible to receive each year a short-term incentive paid in cash and a long-term incentive in the form of an equity award, each paid after the end of the year. Each employment agreement provides that the post merged entity's Board or compensation committee will establish a target annual bonus for each year of no less than a specified percentage of each pre-IPO owner's base salary and will establish performance and other objectives for the year for such annual bonus, in consultation with management. During their first year of employment, the combined target annual bonuses could amount up to $12.6 million of which $4.7 million would consist of cash and $7.9 million in the form of restricted stock units which would vest over a three year period.
The employment agreements also set forth bonuses for 2018 which the Board or the compensation committee of the post-merger company may increase in recognition of performance in excess of performance objectives. The aggregate 2018 bonuses to the pre-IPO owners amount to $12.6 million of which $4.7 million would be payable in cash and $7.9 million in the form of restricted stock units which would vest over a three year period. As the 2018 bonus amounts per the employment agreements are not effective until the closing of the merger they were not accrued for as of December 31, 2018. Actual bonuses to the pre-IPO owners accrued for as of March 31, 2019 and December 31, 2018 were $0.7 million.
The long-term equity incentive will be made in the form of an equity award, vesting in three equal annual installments. The cash and equity award portions of the annual bonuses paid under the employment agreements will be subject to recoupment by the Combined Company to the extent required by applicable law (including without limitation Section 304 of the Sarbanes-Oxley Act and Section 954 of the Dodd-Frank Act) and/or the rules and regulations of the NYSE.
13. RELATED PARTY TRANSACTIONS
Substantially all of Medley’s revenue is earned through agreements with its non-consolidated funds for which it collects management and performance fees for providing investment andasset management, services.
From June 2012 through December 2016, Medley was party to an Expense Support and Reimbursement Agreement (“ESA”) with SIC. During the term of the ESA, which expired on December 31, 2016, Medley agreed to pay up to 100% of SIC's operating expenses in order for SIC to achieve a reasonable level of expenses relative to its investment income. Pursuant to the ESA, SIC had a conditional obligation to reimburse Medley for any amounts they funded under the ESA if, within three years of the date on which Medley funded such amounts, SIC met certain financial levels. ESA expenses are recorded within general, administrative,advisory and other expense in the consolidated statements of operations. As of September 30, 2017 there was no outstanding balance due to SIC under the ESA agreement. As of December 31, 2016 there was $7.9 million due to SIC under the ESA agreement. This amount was included in accounts payable, accrued expenses and other liabilities as due to affiliates on the consolidated balance sheets. During the three and nine months ended September 30, 2016, Medley recorded $5.3 million and $16.1 million, respectively, of ESA expenses under this agreement.related services.
Administration Agreements
In January 2011 and April 2012, Medley entered into administration agreements with MCC (the “MCC Admin Agreement”) and SICSierra (the “SIC Admin Agreement”), respectively, whereby, as part of its performance obligation to provide asset management, advisory and other related services, Medley agreed to provide administrative services necessary for the operations of MCC and SIC.Sierra. MCC and SICSierra agreed to pay Medley for the costs and expenses incurred in providing such administrative services, including an allocable portion of Medley’s overhead expenses and an allocable portion of the cost of MCC and SIC’sSierra's officers and their respective staffs.
Additionally, Medley has entered into administration agreements with other entities that it manages (the “Funds Admin Agreements”), whereby Medley agreed to provide administrative services necessary for the operations of these other vehicles. These other entities agreed to pay Medley for the costs and expenses incurred in providing such administrative services, including an allocable portion of Medley’s overhead expenses and an allocable portion of the cost of these other vehicles' officers and their respective staffs.
Medley records these administrative fees as revenue in the period when the performance obligation of providing such administrative services are providedis satisfied and are included in other revenues and fees on the condensed consolidated statements of operations. Amounts due from these agreements are included as a component of other assets on the Company's condensed consolidated balance sheets.
Total revenues recorded from these agreements for the three and nine months ended September 30, 2017 and 2016 are reflected in the table below:
 For the Three Months Ended
September 30,
 For the Nine Months Ended September 30,
 2017 2016 2017 2016
 (Amounts in thousands)
MCC Admin Agreement$860
 $991
 $2,932
 $3,019
SIC Admin Agreement746
 780
 2,335
 1,997
Funds Admin Agreements305
 252
 924
 630
Total administrative fees from related parties$1,911
 $2,023
 $6,191
 $5,646
Amounts due from related parties under these agreements as of September 30, 2017 and December 31, 2016 are reflected in the table below:
 As of
 September 30, 2017 December 31, 2016
 (Amounts in thousands)
Amounts due from MCC under the MCC Admin Agreement$860
 $916
Amounts due from SIC under the SIC Admin Agreement746
 851
Amounts due from entities under the Funds Admin Agreements305
 301
Total administrative fees receivable$1,911
 $2,068

Medley Management Inc.
Notes to Condensed Consolidated Financial Statements (unaudited)


Total revenues recorded under these agreements for the three months ended March 31, 2019 and 2018 are reflected in the table below:
 For the Three Months Ended
March 31,
 2019 2018
    
 (in thousands)
MCC Admin Agreement$881
 $901
SIC Admin Agreement663
 699
Funds Admin Agreements236
 245
Total administrative fees from related parties$1,780
 $1,845
Amounts due from related parties under these agreements are reflected in the table below:
 As of
 March 31, 2019 December 31, 2018
    
 (in thousands)
Amounts due from MCC under the MCC Admin Agreement$668
 $804
Amounts due from SIC under the SIC Admin Agreement622
 619
Amounts due from entities under the Funds Admin Agreements459
 222
Total administrative fees receivable$1,749
 $1,645
Management fee Waiver
During the three months ended March 31, 2018, the Company voluntarily waived $0.4 million in management fees for MCC. There were no management fee waivers during the three months ended March 31, 2019.
Investments
Refer to Note 34 "Investments" for more information related to the Company's investments in related parties.
Exchange Agreement
Prior to the completion of the Company's IPO, Medley LLC's limited liability agreement was restated among other things, to modify its capital structure by reclassifying the interests held by its existing owners (i.e. the members of Medley prior to the IPO) into the LLC Units. Medley’s existing owners also entered into an exchange agreement under which they (or certain permitted transferees thereof) have the right (subject to the terms of the exchange agreement as described therein), to exchange their LLC Units for shares of Medley Management Inc.’s Class A common stock on a one-for-one basis at fair value, subject to customary conversion rate adjustments for stock splits, stock dividends and reclassifications.
Tax Receivable Agreement
Medley Management Inc. entered into a tax receivable agreement with the holders of LLC Units that provides for the payment by Medley Management Inc. to exchanging holders of LLC Units of 85% of the benefits, if any, that Medley Management Inc. is deemed to realize as a result of increases in tax basis of tangible and intangible assets of Medley LLC from the future exchange of LLC Units for shares of Class A common stock, as well as certain other tax benefits related to entering into the tax receivable agreement, including tax benefits attributable to payments under the tax receivable agreement. 
The term of the tax receivable agreement will continue until all such tax benefits under the agreement have been utilized or have expired, unless Medley Management Inc. exercises its right to terminate the tax receivable agreement for an amount based on an agreed value of payments remaining to be made under the agreement. Through September 30, 2017, thereThere have been no transactions under this agreement through March 31, 2019.
Medley Management Inc.
Notes to date.Condensed Consolidated Financial Statements (unaudited)

11.
14. EARNINGS (LOSS) PER CLASS A SHARE
The table below presents basic and diluted net income (loss)loss per share of Class A common stock using the two-class method for the three months ending March 31, 2019 and nine months ended September 30, 2017 and 2016,2018, respectively:
 For the Three Months Ended
September 30,
 For the Nine Months Ended September 30,
 2017 2016 2017 2016
 (Amounts in thousands, except share and per share amounts)
Basic and diluted net income per share: 
  
  
  
Numerator 
  
  
  
Net income attributable to Medley Management Inc.$461
 $220
 $1,429
 $372
Less: Allocation to participating securities(296) (245) (451) (648)
Net income (loss) available to Class A common stockholders$165

$(25) $978

$(276)
        
Denominator 
  
  
  
Weighted average shares of Class A common stock outstanding5,342,939
 5,778,409
 5,578,003
 5,802,334
Net income (loss) per Class A share$0.03
 $

$0.18

$(0.05)
 For the Three Months Ended
March 31,
 2019 2018
    
 (in thousands, except share and per share amounts)
Basic and diluted net loss per share: 
  
Numerator 
  
Net loss attributable to Medley Management Inc.$(72) $(1,228)
Less: Allocation of earnings to participating securities(23) (224)
Net loss available to Class A common stockholders$(95)
$(1,452)
    
Denominator 
  
Weighted average shares of Class A common stock outstanding5,754,665
 5,483,303
Net loss per Class A share$(0.02) $(0.26)
The Company declared a $0.20 dividend per share of Class A common stock on February 6, 2016, May 10, 2016, August 9, 2016, February 9, 2017, May 10, 2017 and August 8, 2017, which were paid on March 4, 2016, June 2, 2016, September 6, 2016, March 6, 2017, May 31, 2017 and September 6, 2017, respectively. The allocation to participating securities above generally represents dividends paid or payable to holders of unvested restricted stock units which reduces net income available to Class A common stockholders.stockholders, adjusted for the impact of forfeitures in the period they are incurred.
The weighted average shares of Class A common stock is the same for both basic and diluted earnings per share as the diluted amount excludes the assumed conversion of 23,653,33324,705,970 and 23,333,33324,032,533 LLC Units in 2017 and 2016,restricted LLC Units as of March 31, 2019 and 2018, respectively, to shares of Class A common stock, the impact of which would be antidilutive.
The following table reflects the per share dividend amounts that the Company declared on its common stock during the three months ended March 30, 2019 and 2018.

Medley Management Inc.
Notes to Condensed Consolidated Financial Statements (unaudited)


Declaration Dates Record Date Payment Dates Per Share
March 27, 2019 April 15, 2019 May 3, 2019 $0.03
       
February 7, 2018 February 22, 2018 March 7, 2018 $0.20
12.
15. INCOME TAXES
Deferred income taxes reflect the net effect of temporary differences between the tax basis of an asset or liability and its reported amount inon the Company’s consolidated balance sheets. These temporary differences result in taxable or deductible amounts in future years. As of September 30, 2017March 31, 2019 and December 31, 2016,2018, the Company had totalCompany's deferred tax assets of $2.4were $3.6 million and $2.0$3.7 million, respectively, which consists primarily of temporary differences relating to certain accrued expenses, stockstock-based compensation, unrealized losses and a tax benefit relating to tax goodwill. TotalThe Company's deferred tax asset balance as of March 31, 2019 and December 31, 2018 is presented net of a valuation allowance of $1.0 million. This valuation allowance was established during the year ended December 31, 2018 and relates to the portion of the Company's deferred tax assets associated with the cumulative unrealized loss on shares of MCC. Of the $1.0 million, $0.6 million was recorded during the three months ended March 31, 2018. The Company considers it more likely than not that it would not be able to generate enough capital gains in the near future to realize the deferred tax asset associated with such capital losses. Deferred tax liabilities were $0.2$0.1 million as of September 30, 2017March 31, 2019 and December 31, 2016 and consists primarily of temporary differences relating to accrued fee income and accumulated net unrealized losses.2018. The tax provision for deferred income taxes results from temporary differences arising principally from certain accrued expenses, deferred rent, fee income accrualsamortization of tax goodwill, stock-based compensation and depreciation.
 The Company’s effective tax rate was 12.5% and 6.0% for the three months ended September 30, 2017 and 2016, respectively, and 9.2% and 8.2% for the nine months ended September 30, 2017 and 2016, respectively.The quarterly provision for income taxes is determined based on the Company’s estimated full year effective tax rate adjusted by the amount of tax attributable to infrequent or unusual items that are recognized on a discrete basis in the income tax provision in the quarter in which they occur. During the three and nine months ended September 30, 2017, there was a $0.3 million and $0.5 million impact to the Company's income tax provision for discrete items associated with the vesting of restricted LLC units and forfeiture of RSUs, respectively. The Company’s effective tax rate includes a rate benefit attributable to the fact that the Company’s subsidiaries operate as limited liability companies, which are not subject to federal or state income tax. Accordingly, a portion of the Company’s earnings attributable to non-controlling interests are not subject to corporate level taxes. However, a
Medley Management Inc.
Notes to Condensed Consolidated Financial Statements (unaudited)


portion of the Company's subsidiaries' income is subject to New York City’s unincorporated business tax. For the ninethree months ended September 30, 2017March 31, 2019 and 2016,2018, the Company was only subject to federal, state and city corporate income taxes on its pre-tax income attributable to Medley Management Inc.
The Company’s effective tax rate was (0.6)% and (2.0)% for the three months ended March 31, 2019 and 2018, respectively. The variance in the effective tax rate was primarily attributed to income (losses) allocated to one of our non-controlling interests of $4.0 million and $(5.2) million for the three months ended March 31, 2019 and 2018, respectively, which are not subject to income taxes and the recording of a $0.6 million valuation allowance during the three months ended March 31, 2018.
Interest expense and penalties related to income tax matters are recognized as a component of the provision for income taxes and were not significant during the three ended March 31, 2019 and nine months ended September 30, 2017 and 2016.2018. As of September 30, 2017 and December 31, 2016 and during the three and nine months ended September 30, 2017March 31, 2019 and 2016,2018, there were no uncertain tax positions taken that were not more likely than not to be sustained. Certain subsidiaries of the Company are no longer subject to tax examinations by taxing authorities for tax years prior to 2012.
13.16. COMPENSATION EXPENSE
Compensation generally includes salaries, bonuses, equity and profit sharing awards. Bonuses, equity and profit sharing awards are accrued over the service period to which they relate. Guaranteed payments made to our senior professionals who are members of Medley LLC are recognized as compensation expense. The guaranteed payments to the Company’s Co-Chief Executive Officers are performance based and are periodically set subject to maximums based on the Company’s total assets under management. Such maximums aggregated to $0.6$1.3 million for each of the Co-Chief Executive Officers during each of the three months ended September 30, 2017March 31, 2019 and 2016, and $1.9 million during each of2018. During the ninethree months ended September 30, 2017March 31, 2019 and 2016. During the nine months ended September 30, 2017 and 2016,2018, neither of the Company’s Co-Chief Executive Officers received any guaranteed payments.
Performance Fee Compensation
In October 2010 and January 2014, the Company granted shares of vested profit interests in certain subsidiaries to select employees. These awards are viewed as a profit-sharing arrangement and are accounted for under ASC 710, which requires compensation expense to be recognized over the vesting period, which is usually the period over which service is provided. The shares were vested at grant date, subject to a divestiture percentage based on percentage of service completed from the award grant date to the employee’s termination date. The Company adjusts the related liability quarterly based on changes in estimated cash flows for the profit interests.
In February 2015 and March 2016, the Company granted incentive cash bonus awards to select employees. These awards entitle employees to receive cash compensation based on distributed performance fees received by the Company from certain institutional funds. Eligibility to receive payments pursuant to these incentive awards is based on continued employment and ceases automatically upon termination of employment. Performance compensation expense is recorded based on the fair value of the incentive awards at the date of grant and is recognized on a straight-line basis over the expected requisite service period.  The performance compensation liability is subject to re-measurement at the end of each reporting period and any changes in the liability are recognized in such reporting period.
For each of the three months ended September 30, 2017 and 2016, there was a reversal of performance fee compensation of less than $0.1 million and $0.2 million, respectively. For the nine months ended September 30, 2017, the Company recorded a reversal of performance fee compensation expense of $0.8 million. For the nine months ended September 30, 2016, the Company recorded a reversal of performance fee compensation of $0.2 million. As of September 30, 2017 and December 31, 2016, the total

Medley Management Inc.
Notes to Condensed Consolidated Financial Statements (unaudited)


performance fee compensation payable for these awards was $0.1 million and $1.0 million, respectively, and is included as a component of accounts payable, accrued expenses and other liabilities on the Company's condensed consolidated balance sheets.
Retirement Plan
The Company sponsors a defined-contribution 401(k) retirement plan that covers all employees. Employees are eligible to participate in the plan immediately, and participants are 100% vested from the date of eligibility. The Company makes contributions to the plan of 3% of an employee’s eligible wages, up to a maximum limit as determined by the Internal Revenue Service. The Company also pays all administrative fees related to the plan. The Company's accrued contributions to the plan were $0.4$0.3 million for each forof the ninethree months ended September 30, 2017March 31, 2019 and 2016, respectively.2018. As of September 30, 2017March 31, 2019 and December 31, 20162018 the Company's outstanding liability to the plan was $0.4$0.8 million and $0.5 million, respectively.
Stock-Based Compensation
In connection with the IPO, the Company adopted the Medley Management Inc. 2014 Omnibus Incentive Plan (the “Plan”). The purpose of the Plan is to provide a means through which the Company may attract and retain key personnel and to provide a means whereby directors, officers, employees, consultants and advisors (and prospective directors, officers, employees, consultants and advisors) of the Company can acquire and maintain an equity interest in the Company, or be paid incentive compensation, including incentive compensation measured by reference to the value of Medley Management Inc.’s Class A common stock or Medley LLC’s unit interests, thereby strengthening their commitment to the welfare of the Company and aligning their interests with those of the Company’s stockholders. The Plan provides for the issuance of incentive stock options, nonqualified stock options, stock appreciation rights, restricted stock, restricted stock units (“RSUs”), restricted LLC Units of Medley LLC, stock bonuses, other stock-based awards and cash awards. The maximum aggregate number of awards available to be granted under the plan, as amended, is 4,500,000, of which all or any portion may be issued as shares of Medley Management Inc.’s Class A common stock or Medley LLC’s unit interests. Shares of Class A common stock issued by the Company in settlement of awards may be authorized and unissued shares, shares held in the treasury of the Company, shares purchased on the market or by private purchase or a combination of the foregoing. As of September 30, 2017,March 31, 2019, there were 2.41.0 million awards available to be granted under the Plan.
The fair value of RSUs granted under the Plan is determined to be the fair value of the underlying shares on the date of grant. The fair value of restricted LLC Units of Medley LLC is based on the public share price of MDLY at date of grant, adjusted for different distribution rights. The aggregate fair value of these awards is charged to compensation expense on a straight-line basis over the vesting period, which is generally up to five years.years, with the exception of certain restricted LLC Units that will only vest upon certain conditions such as death, disability, termination without cause or change of control. For these awards, compensation expense is recognized when such condition is met.
Stock-based compensation was $1.2 million and $0.9 million forFor the three months ended September 30, 2017March 31, 2019 and 2016, respectively, and $2.02018, stock-based compensation was $1.8 million and $2.7$1.0 million, during the nine months ended Septemberrespectively.


F- 30 2017 and 2016, respectively.

Medley Management Inc.
Notes to Condensed Consolidated Financial Statements (unaudited)


A summary of RSU and restricted LLC unitsUnit activity for the ninethree months ended September 30, 2017March 31, 2019 is as follows:
Number of RSUs 
Weighted
Average Grant
Date Fair Value
 Number of Restricted LLC Units 
Weighted
Average Grant
Date Fair Value
Number of RSUs 
Weighted
Average Grant
Date Fair Value
 Number of Restricted LLC Units 
Weighted
Average Grant
Date Fair Value
Balance at December 31, 20161,652,483
 $12.88
 
 $
Balance at December 31, 20181,822,814
 $7.74
 1,305,969
 $6.86
Granted513,838
 9.17
 320,000
 11.67
19,300
 3.51
 
 
Forfeited(309,024) 13.72
 
 
(43,831) 8.81
 
 
Vested(300,472) 17.34
 
 
(267,576) 7.33
 
 
Balance at September 30, 20171,556,825
 $10.63
 320,000
 $11.67
Balance at March 31, 20191,530,707
 $7.74
 1,305,969
 $6.86
The grant date fair value of RSUs vested during the ninethree months ended September 30, 2017,March 31, 2019 was $1.7$2.0 million. The vesting of 300,472267,576 RSUs and restricted stock unitsLLC Units resulted in the issuance of 188,439116,290 Class A common shares asto employees and 66,668 LLC Units to the restricted stock unitspre-IPO members. The employee RSUs were net-share settled such that the Company withheld awards with the aggregate fair value equivalent to the employees' minimum statutory tax obligations in accordance with the terms of the Plan. Total employee tax obligations amounted to $0.7$0.3 million and payments to the appropriate taxing authorities are reflected as a financing activity on the Company's condensed consolidated statements of cash flows.
During each of the three and nine months ended September 30, 2017, $0.1 millionMarch 31, 2019 and $2.32018 there was $0.5 million of previously recognized compensation was reversed relating to forfeited RSUs. In addition, during the three and nine months ended September 30, 2017,March 31, 2019, the Company reclassified cumulative dividends of less than $0.1 million and $0.5 million, respectively, from retained earnings to other compensation expense as a result of such forfeited RSUs. Cumulative dividends reclassified from retained earnings for the three months ended March 31, 2018 was less than $0.1 million. Unamortized compensation cost related to unvested RSUs and restricted LLC units as of September 30, 2017March 31, 2019 was $14.5$11.7 million and is expected to be recognized over a weighted average period of 3.43.0 years. Such amount excludes unamortized compensation of $1.3 million relating to certain restricted LLC Units which only vest upon death, disability, termination without cause or change of control.

Medley Management Inc.
Notes to Condensed Consolidated Financial Statements (unaudited)


14.17. REDEEMABLE NON-CONTROLLING INTERESTS
Changes in redeemable non-controlling interests during the ninethree months ended September 30, 2017March 31, 2019 and 20162018 are reflected in the table below:
 For the Nine Months Ended September 30,
 2017 2016
 (Amounts in thousands)
Beginning balance$30,805
 $
Net income attributable to redeemable non-controlling interests in consolidated subsidiaries4,699
 1,116
Contributions23,000
 12,000
Distributions(4,540) (675)
Change in fair value of available-for-sale securities(28) 31
Reclassification of redeemable non-controlling interest
 12,196
Ending balance$53,936
 $24,668
 For the Three Months Ended March 31,
 2019 2018
    
 (in thousands)
Beginning balance$23,186
 $53,741
Net income (loss) attributable to redeemable non-controlling interests in consolidated subsidiaries3,950
 (4,516)
Distributions(799) (2,438)
Ending balance$26,337
 $46,787
In January 2016, the Company executed an amendment to SIC Advisors' operating agreement which provided the Company with the right to redeem membership units owned by the minority interest holder. The Company’s redemption right is triggered by the termination of the dealer manager agreement between SICSierra and SC Distributors LLC ("DMA Termination"), an affiliate of the minority interest holder. As a result of this redemption feature, the Company reclassified the non-controlling interest in SIC Advisors from the equity section to redeemable non-controlling interests in the mezzanine section of the consolidated balance sheet based on its fair value as of the amendment date. The fair value of the non-controlling interest was determined to be $12.2 million on the date of the amendment and was adjusted through a charge to non-controlling interests in Medley LLC.
On July 31, 2018, a DMA Termination event occurred and the membership units owned by the minority interest holder were redeemed by Medley. In connection with the DMA Termination, the Company reclassified SIC Advisors' minority interest balance from redeemable non-controlling interests in the mezzanine section of its consolidated balance sheet to due to former minority interest holder (Note 10), a component of total liabilities, at its then fair value. The fair value of the non-controlling interest was determined to be $12.3 million on the DMA Termination date and was adjusted through a $1.0 million charge to non-controlling interests in Medley LLC.
Medley Management Inc.
Notes to Condensed Consolidated Financial Statements (unaudited)


During the three and nine months ended September 30, 2017, net incomeMarch 31, 2018, profits allocated to this non-controlling interest was $1.2were $0.8 million and $3.1 million, respectively, and distributions paid were $1.0 million and $3.1 million, respectively. As of September 30, 2017,$1.4 million. There were no profits or distributions allocated to this non-controlling interest subsequent the balanceCompany's redemption of the redeemable non-controllingmembership units held by the former minority interest in SIC Advisors LLC was $13.4 million.holder.
On June 3, 2016, the Company entered into a Master Investment Agreement with DB MED Investor I LLC and DB MED Investor II LLC (the ‘‘Investors’’) to invest up to $50.0 million in new and existing Medley managed funds (the ‘‘Joint Venture’’). The Company agreed to contribute up to $10.0 million and an interest in STRF Advisors LLC, the investment advisor to Sierra Total Return Fund, in exchange for common equity interests in the Joint Venture. On June 6, 2017, the Company entered into an amendment to its Master Investment Agreement with the Investors, which provided for, among other things, an increase in the Company’s capital contribution to up to $13.8 million and extended the term of the Joint Venture from seven to ten years. The Investors agreed to invest up to $40.0 million in exchange for preferred equity interests in the Joint Venture. As of June 30, 2017,March 31, 2018, the Company and the Investors had fully satisfied their capital contributions. On account of the preferred equity interests, the Investors will receive an 8% preferred distribution, 15% of the Joint Venture’s profits, and all of the profits from the contributed interest in STRF Advisors LLC. Medley has the option, subject to certain conditions, to cause the Joint Venture to redeem the Investors’ interest in exchange for repayment of the outstanding investment amount at the time of redemption, plus certain other considerations. The Investors have the right, after ten years, to redeem their interests in the Joint Venture. As such, the Investors’ interest in the Joint Venture is included as a component of redeemable non-controlling interests on the Company’s consolidated balance sheets and amounted to $40.8$27.1 million and $23.9 million as of September 30, 2017. March 31, 2019 and December 31, 2018, respectively.
Total contributions to the Joint Venture amounted to $53.8 million through September 30, 2017March 31, 2019, and were used to purchase $51.8 million of MCC shares on the open market and seed fund $2.0 million to STRF. During the three months and nine months ended September 30, 2017, net incomeMarch 31, 2019, profits allocated to this non-controlling interest was $0.9 million and $1.8 million, respectively. Forwere $4.0 million. During the ninethree months ended September 30, 2017, there was no other comprehensive income as a result of changes in the fair value of MCC sharesMarch 31, 2018, losses allocated to this non-controlling interest.interest were $5.2 million. Distributions paid during the three and nine months ended September 30, 2017March 31, 2019 and 2018 were $0.5$0.8 million and $1.4$1.0 million, respectively.
In October 2016, the Company executed an operating agreement for STRF Advisors LLC which provided the Company with the right to redeem membership units owned by the minority interest holder. The Company’s redemption right is triggered by the termination of the dealer manager agreement between STRF and SC Distributors LLC, an affiliate of the minority interest holder. As a result of this redemption feature, the non-controlling interest in STRF Advisors LLC is classified as in redeemable non-controlling interests in the mezzanine section of the balance sheet. During the three and nine months ended September 30, 2017,March 31, 2019 and 2018, net losses allocated to this redeemable non-controlling interest waswere less than $0.1 million and $0.2$0.1 million, respectively. As of September 30, 2017,March 31, 2019 and December 31, 2018, the balance of the redeemable non-controlling interest in STRF Advisors LLC was $(0.2) million.$(0.7) million, respectively.

Medley Management Inc.
Notes to Condensed Consolidated Financial Statements (unaudited)


15.18. MARKET AND OTHER RISK FACTORS
Due to the nature of the Medley funds’ investment strategy, their portfolio of investments has significant market and credit risk. As a result, the Company is subject to market and other risk factors, including, but not limited to the following:
Market Risk
The market price of investments may significantly fluctuate during the period of investment. Investments may decline in value due to factors affecting securities markets generally or particular industries represented in the securities markets. The value of an investment may decline due to general market conditions that are not specifically related to such investment, such as real or perceived adverse economic conditions, changes in the general outlook for corporate earnings, changes in interest or currency rates or adverse investor sentiment generally. They may also decline due to factors that affect a particular industry or industries, such as labor shortages or increased production costs and competitive conditions within an industry. 
Credit Risk
There are no restrictions on the credit quality of the investments the Company intends to make. Investments may be deemed by nationally recognized rating agencies to have substantial vulnerability to default in payment of interest and/or principal. Some investments may have low-quality ratings or be unrated. Lower rated and unrated investments have major risk exposure to adverse conditions and are considered to be predominantly speculative. Generally, such investments offer a higher return potential than higher rated investments, but involve greater volatility of price and greater risk of loss of income and principal.
In general, the ratings of nationally recognized rating organizations represent the opinions of agencies as to the quality of the securities they rate. Such ratings, however, are relative and subjective; they are not absolute standards of quality and do not evaluate the market value risk of the relevant securities. It is also possible that a rating agency might not change its rating of a particular issue on a timely basis to reflect subsequent events. The Company may use these ratings as initial criteria for the selection of portfolio assets for the Company but is not required to utilize them.
Medley Management Inc.
Notes to Condensed Consolidated Financial Statements (unaudited)


Limited Liquidity of Investments
The funds managed by the Company invest and intend to continue to invest in investments that may not be readily marketable. Illiquid investments may trade at a discount from comparable, more liquid investments and, at times there may be no market at all for such investments. Subordinate investments may be less marketable, or in some instances illiquid, because of the absence of registration under federal securities laws, contractual restrictions on transfer, the small size of the market or the small size of the issue (relative to issues of comparable interests). As a result, the funds managed by the Company may encounter difficulty in selling its investments or may, if required to liquidate investments to satisfy redemption requests of its investors or debt service obligations, be compelled to sell such investments at less than fair value. 
Counterparty Risk
Some of the markets in which the Company, on behalf of its underlying funds, may affect its transactions are “over-the-counter” or “interdealer” markets. The participants in such markets are typically not subject to credit evaluation and regulatory oversight, unlike members of exchange-based markets. This exposes the Company to the risk that a counterparty will not settle a transaction in accordance with its terms and conditions because of a dispute over the terms of the applicable contract (whether or not such dispute is bona fide) or because of a credit or liquidity problem, causing the Company to suffer loss. Such “counterparty risk” is accentuated for contracts with longer maturities where events may intervene to prevent settlement, or where the Company has concentrated its transactions with a single or small group of counterparties. 
16.19. SUBSEQUENT EVENTS
Management has evaluated subsequent events through the date of issuance of the condensed consolidated financial statements included herein. There have been no subsequent events that occurred during such period that would require disclosure in this Form 10-Q or would be required to be recognized in the condensed consolidated financial statements as of and for the ninethree months ended September 30, 2017, except as disclosed below.March 31, 2019.
On November 8, 2017, the Company’s Board of Directors declared a dividend of $0.20 per share of Class A common stock for the third quarter of 2017. The dividend will be paid on December 6, 2017 to stockholders of record as of November 24, 2017. 

F- 33






Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations
The following discussion and analysis should be read in conjunction with our unaudited condensed consolidated financial statements and related notes included elsewhere in this Form 10-Q and our financial statements included in our Annual Report on Form 10-K. 10-K for the fiscal year ended December 31, 2018.
Overview 
We are an alternative asset management firm offering yield solutions to retail and institutional investors. We focus on credit-related investment strategies, primarily originating senior secured loans to private middle market companies in the U.S. that have revenues between $50 million and $1 billion. We generally hold these loans to maturity. Our national direct origination franchise with over 85 people, provides capital to the middle market in the U.S. Over the past 1517 years, we have provided capital to over 380400 companies across 35 industries in North America.
We manage three permanent capital vehicles, two of which are BDCs and one interval fund, as well as long-dated private funds and SMAs, focusing on senior secured credit.
Permanent capital vehicles: MCC, SIC and STRF, have a total AUM of $1.9 billion as of March 31, 2019.
Long-dated private funds and SMAs: MOF II, MOF III, MOF III Offshore, MCOF, Aspect, Aspect B, MCC JV, SIC JV and SMAs, have a total AUM of $2.8 billion as of March 31, 2019.
As of September 30, 2017,March 31, 2019, we had $5.3$4.7 billion of AUM, $2.4$1.9 billion in permanent capital vehicles and $2.9$2.8 billion in long-dated private funds and SMAs. Our AUM as of March 31, 2019 declined by 8% year over year AUM growth as of September 30, 2017 was 6% andwhich was driven in large partprimarily by the growthtermination of our long-dated private fundsMCC's revolver commitment with ING, distributions and SMAs.changes in fund values. Our compounded annual AUM growth rate from December 31, 2010 through September 30, 2017March 31, 2019 was 28%20% and our compounded annual Fee Earning AUM growth rate was 20%14%, both of which have been driven in large part by the growth in our permanent capital vehicles. As of September 30, 2017,March 31, 2019, we had $3.2$2.7 billion of Fee Earning AUM $2.2which consisted of $1.7 billion in permanent capital vehicles and $1.0 billion in long-dated private funds and SMAs. Typically the investment periods of our institutional commitments range from 18 to 24 months and we expect our Fee Earning AUM to increase as capital commitments included in AUM are invested.
In general, our institutional investors do not have the right to withdraw capital commitments and, to date, we have not experienced any withdrawals of capital commitments. For a description of the risk factor associated with capital commitments, see “Risk Factors – Third-party investors in our private funds may not satisfy their contractual obligation to fund capital calls when requested, which could adversely affect a fund’s operations and performance” included in our Annual Report on Form 10-K.
Direct origination, careful structuring and active monitoring of the loan portfolios we manage are important success factors in our business, which can be adversely affected by difficult market and political conditions, such as the turmoil in the global capital markets from 2007 to 2009.conditions. Since our inception in 2006, we have adhered to a disciplined investment process that employs these principles with the goal of delivering strong risk-adjusted investment returns while protecting investor capital. We believe that our ability to directly originate, structure and lead deals enables us to achieve these goals. In addition, the loans we manage generally have a contractual maturity of between three and seven years and are typically floating rate, which we believe positions our business well for rising interest rates.
Our senior management team has, on average, over 20 years of experience in credit, including originating, underwriting, principal investing and loan structuring. We have made significant investments in our corporate infrastructure and have over 85 employees, including over 45 investment, origination and credit management professionals, and over 40 operations, accounting, legal, compliance and marketing professionals, each with extensive experience in their respective disciplines.
The significant majority of our revenue is derived from management fees, which include base management fees earned on all of our investment products as well as Part I incentive fees earned from our permanent capital vehicles and certain of our long-dated private funds. Our base management fees are generally calculated based upon fee earning assets and paid quarterly in cash. Our Part I incentive fees are typically calculated based upon net investment income, subject to a hurdle rate, and are also paid quarterly in cash.
We also may earn carried interest from our long-dated funds and contractual performance fees from our long-dated private funds and SMAs. Typically, these performance fees are 15.0% to 20.0% of the total return above a hurdle rate. These performanceCarried interest represent fees that are a capital allocation to the general partner or investment manager, are accrued quarterly and paid after the return of all invested capital and an amount sufficient to achieve the hurdle rate of return.
We also may receive incentive fees related to realized capital gains in our permanent capital vehicles and certain of our long-dated private funds that we refer to as Part II incentive fees. Part II incentive fees are payable annually and are calculated at the end of each applicable year by subtracting (i) the sum of cumulative realized capital losses and unrealized capital depreciation from (ii) cumulative aggregate realized capital gains. If the amount calculated is positive, then the Part II incentive fee for such year is equal to 20% of such amount, less the aggregate amount of Part II incentive fees paid in all prior years. If such amount is negative, then no Part II incentive fee will be payable for such year. As our investment strategy is focused on generating yield from senior secured credit, historically we have not generated Part II incentive fees.


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For the three and nine months ended September 30, 2017, 87.9%, and 85.1%, respectively,March 31, 2019, 82% of our revenues were generated from management fees and performance feescarried interest derived primarily from net interest income on senior secured loans.
Our primary expenses are compensation to our employees and general, administrative and other expenses. Compensation includes salaries, discretionary bonuses, stock-based compensation and benefits paid and payable to our employees. Performance fee compensation is related to performance fees, generally consisting of incentive allocations in our long-dated private funds that we grant to certain of our professionals. General and administrative expenses include costs primarily related to professional services, office rent and related expenses, depreciation and amortization, travel and related expenses, information technology, communication and information services, placement fees and third-party marketing expenses and other general operating items, and, in 2016, expense support agreement expenses related to SIC.items.
Reorganization and Initial Public Offering
Medley Management Inc. (“MDLY”) was incorporated on June 13, 2014 and commenced operations on September 29, 2014 upon the completion of its IPO of its Class A common stock. We raised $100.4 million, net of underwriting discounts, through the issuance of 6,000,000 shares of Class A common stock at a public offering price of $18.00 per share. The offering proceeds were used to purchase 6,000,000 newly issued LLC Units from Medley LLC. Prior to the IPO, Medley Management Inc. had not engaged in any business or other activities except in connection with its formation and IPO.
In connection with the IPO, Medley Management Inc. issued 100 shares of Class B common stock to Medley Group LLC (“Medley Group”), an entity wholly owned by the pre-IPO members of Medley LLC. For so long as the pre-IPO members and then-current Medley personnel hold at least 10% of the aggregate number of shares of Class A common stock and LLC Units (excluding those LLC Units held by Medley Management Inc.) then outstanding, the Class B common stock entitles Medley Group to a number of votes that is equal to 10 times the aggregate number of LLC Units held by all non-managing members of Medley LLC that do not themselves hold shares of Class B common stock and entitle each other holder of Class B common stock, without regard to the number of shares of Class B common stock held by such other holder, to a number of votes that is equal to 10 times the number of membership units held by such holder.
In connection with the IPO, Medley LLC amended and restated its limited liability agreement to modify its capital structure by reclassifying the 23,333,333 interests held by the pre-IPO members into a single new class of units. The pre-IPO members also entered into an exchange agreement under which they (or certain permitted transferees thereof) have the right, subject to the terms of the exchange agreement, to exchange their LLC Units for shares of Medley Management Inc.’s Class A common stock on a one-for-one basis, subject to customary conversion rate adjustments for stock splits, stock dividends and reclassifications. In addition, pursuant to the amended and restated limited liability agreement, Medley Management Inc. became the sole managing member of Medley LLC.
Our Structure
Medley Management Inc. is a holding company and its sole material asset is a controlling equity interest in Medley LLC. Medley Management Inc. operates and controls all of the business and affairs and consolidates the financial results of Medley LLC and its subsidiaries. We and our pre-IPO owners have also entered into an exchange agreement under which they (or certain permitted transferees) have the right (subject to the terms of the exchange agreement), to exchange their LLC Units for shares of our Class A common stock on a one-for-one basis, subject to customary conversion rate adjustments for stock splits, stock dividends and reclassifications.
Medley Group LLC, an entity wholly-owned by our pre-IPO owners, holds all 100 issued and outstanding shares of our Class B common stock. For so long as our pre-IPO owners and then-current Medley personnel hold at least 10% of the aggregate number of shares of Class A common stock and LLC Units (excluding those LLC Units held by Medley Management Inc.), which we refer to as the “Substantial Ownership Requirement,” the Class B common stock entitles Medley Group LLC, without regard to the number of shares of Class B common stock held by it, to a number of votes that is equal to 10 times the aggregate number of LLC Units held by all non-managing members of Medley LLC that do not themselves hold shares of Class B common stock and entitle each other holder of Class B common stock, without regard to the number of shares of Class B common stock held by such other holder, to a number of votes that is equal to 10 times the number of LLC Units held by such holder. For purposes of calculating the Substantial Ownership Requirement, (1) shares of Class A common stock deliverable to our pre-IPO owners and then-current Medley personnel pursuant to outstanding equity awards will be deemed then outstanding and (2) shares of Class A common stock and LLC Units held by any estate, trust, partnership or limited liability company or other similar entity of which any pre-IPO owner or then-current Medley personnel, or any immediate family member thereof, is a trustee, partner, member or similar party will be considered held by such pre-IPO owner or other then-current Medley personnel. From and after the time that the Substantial Ownership Requirement is no longer satisfied, the Class B common stock will entitle Medley Group LLC, without regard to the number of shares of Class B common stock held by it, to a number of votes that is equal to the aggregate number of LLC Units held by all non-managing members of Medley LLC that do not themselves hold shares of Class B common stock and


entitle each other holder of Class B common stock, without regard to the number of shares of Class B common stock held by such


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other holder, to a number of votes that is equal to the number of LLC Units held by such holder. At the completion of our IPO, our pre-IPO owners were comprised of all of the non-managing members of Medley LLC. However, Medley LLC may in the future admit additional non-managing members that would not constitute pre-IPO owners. If at any time the ratio at which LLC Units are exchangeable for shares of our Class A common stock changes from one-for-one as set forth in the Exchange Agreement, the number of votes to which Class B common stockholders are entitled will be adjusted accordingly. Holders of shares of our Class B common stock will vote together with holders of our Class A common stock as a single class on all matters on which stockholders are entitled to vote generally, except as otherwise required by law.
Other than Medley Management Inc., holders of LLC Units, including our pre-IPO owners, are, subject to limited exceptions, prohibited from transferring any LLC Units held by them upon consummation of our IPO, or any shares of Class A common stock received upon exchange of such LLC Units, until the third anniversary of our IPO without our consent. Thereafter and prior to the fourth and fifth anniversaries of our IPO, such holders may not transfer more than 33 1/3% and 66 2/3%, respectively, of the number of LLC Units held by them upon consummation of our IPO, together with the number of any shares of Class A common stock received by them upon exchange therefor, without our consent. While this agreement could be amended or waived by us, our pre-IPO owners have advised us that they do not intend to seek any waivers of these restrictions.


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The diagram below depicts our organizational structure (excluding those operating subsidiaries with no material operations or assets) as of October 31, 2017:May 13, 2019:
orgcharta05.jpgorgchart1a03.jpg
(1)
The Class B common stock provides Medley Group LLC with a number of votes that is equal to 10 times the aggregate number of LLC Units held by all non-managing members of Medley LLC. From and after the time that the Substantial Ownership Requirement is no longer satisfied, the Class B common stock will provide Medley Group LLC with a number of votes that is equal to the aggregate number of LLC Units held by all non-managing members of Medley LLC that do not themselves hold shares of Class B common stock.stock.
(2)If our pre-IPO owners exchanged all of their vested and unvested LLC Units for shares of Class A common stock, they would hold 81.3%81.0% of the outstanding shares of Class A common stock, entitling them to an equivalent percentage of economic interests and voting power in Medley Management Inc., Medley Group LLC would hold no voting power or economic interests in Medley Management Inc. and Medley Management Inc. would hold 100% of outstanding LLC Units and 100% of the voting power in Medley LLC.
(3)Strategic Capital Advisory Services, LLC owns 20% of SIC Advisors LLC and is entitled to receive distributions of up to 20% of the gross cash proceeds received by SIC Advisors LLC from the management and incentive fees payable by Sierra Income Corporation to SIC Advisors LLC, net of certain expenses, as well as 20% of the returns of the investments held at SIC Advisors LLC.
(4)Medley LLC holds 96.5% of the Class B economic interests in each of MCOF Management LLC, and Medley (Aspect) Management LLC.
(5)(4)Medley LLC holds 100% of the outstanding Common Interest, and DB MedMED Investor I LLC holds 100% of the outstanding Preferred Interest in each of Medley Seed Funding I LLC and Medley Seed Funding II LLC.


(6)(5)Medley Seed Funding III LLC holds 100% of the Senior Preferred Interest,senior preferred interest, Strategic Capital Advisory Services, LLC holds 100% of the Junior Preferred Interestjunior preferred interest, and Medley LLC holds 100% of the Common Interestcommon interest in STRF Advisors LLC.
(6)Medley LLC holds 95.5% of the Class B economic interests in MCOF Management LLC.
(7)Medley LLC holds 100% of the outstanding Common Interest, and DB MED Investor II LLC holds 100% of the outstanding Preferred Interest in Medley Seed Funding III LLC.
(8)Medley GP Holdings LLC holds 96.5%95.5% of the Class B economic interests in each of MCOF GP LLC, and Medley (Aspect) GP LLC.


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(9)Certain employees, former employees and former members of Medley LLC hold approximately 40% of the limited liability company interests in MOF II GP LLC, the entity that serves as general partner of MOF II, entitling the holders to share the performance feescarried interest earned from MOF II.
(10)Medley GP Holdings LLC holds 96.5% of the Class B economic interests in Medley (Aspect) GP LLC.
(11)Certain employees of Medley LLC hold approximately 70.1% of the limited liability company interests in Medley Caddo Investors LLC, entitling the holders to share the carried earned from Caddo Investors Holdings I LLC.
(12)Certain employees of Medley LLC hold approximately 69.9% of the limited liability company interests in Medley Real D Investors LLC, entitling the holders to share the carried earned from Medley Real D (Annuity) LLC.
(13)Certain employees of Medley LLC hold approximately 70.2% of the limited liability company interests in Medley Avantor Investors LLC, entitling the holders to share the carried earned from Medley Tactical Opportunities LLC.
(14)Certain employees of Medley LLC hold approximately 70.1% of the limited liability company interests in Medley Cloverleaf Investors LLC, entitling the holders to share the carried earned from Medley Chiller Holdings LLC.
Agreement and Plan of Merger
On August 9, 2018, MDLY entered into a definitive Agreement and Plan of Merger with Sierra Income Corporation ("Sierra"), pursuant to which MDLY will, on the terms and subject to the conditions set forth in the MDLY Merger Agreement, merge with and into Sierra Management, Inc., a newly formed Delaware corporation and wholly owned subsidiary of Sierra ("Merger Sub"), and our existing asset management business will continue to operate as a wholly owned subsidiary of Sierra. In the MDLY Merger, Medley LLC unitholders will convert their units into shares of MDLY Class A common stock and, each share of MDLY Class A common stock, issued and outstanding immediately prior to the MDLY Merger effective time, other than Dissenting Shares (as defined in the MDLY Merger Agreement) and shares of MDLY Class A common stock held by MDLY, Sierra or their respective wholly owned subsidiaries, will be converted into the right to receive (i) 0.3836 shares of Sierra’s common stock, plus (ii) cash in an amount equal to $3.44 per share. In addition, MDLY’s stockholders will have the right to receive certain dividends and/or other payments. Each share of Class B common stock issued and outstanding immediately prior to the effective date of the merger will be canceled without consideration therefor.
Simultaneously, pursuant to the Agreement and Plan of Merger, dated as of August 9, 2018, by and between Medley Capital Corporation ("MCC") and Sierra (the "MCC Merger Agreement"), MCC will, on the terms and subject to the conditions set forth in the MCC Merger Agreement merge with and into Sierra, with Sierra as the surviving entity in the merger (the MCC Merger together with the MDLY Merger, the "Mergers"). In the MCC Merger, each share of MCC’s common stock issued and outstanding immediately prior to the MCC merger effective time, other than the shares of MCC’s common stock held by MCC, Sierra or their respective wholly owned subsidiaries, will be converted into the right to receive 0.8050 shares of the Sierra’s common stock.
On February 11, 2019, a putative stockholder class action related to the MCC Merger was commenced in the Court of Chancery of the State of Delaware by FrontFour Capital Group LLC and FrontFour Master Fund, Ltd (collectively, FrontFour). The action, as consolidated, is captioned In re Medley Capital Corporation Stockholder Litigation, C.A. No. 2019-0100-KSJM (the "Class Action"). The complaint alleged that MCC’s directors (Brook Taube, Seth Taube, Jeff Tonkel, Mark Lerdal, Karin Hirtler-Garvey, John E. Mack, and Arthur S. Ainsberg) breached their fiduciary duties to MCC stockholders in connection with the MCC Merger, and that MDLY, Sierra, MCC Advisors LLC, Medley Group LLC, and Medley LLC aided and abetted those alleged breaches of fiduciary duties. On March 11, 2019, following a two-day trial, the Court issued a Memorandum Opinion (the Decision) denying FrontFour’s requests to (i) permanently enjoin the MCC Merger and (ii) require MCC to conduct a shopping process for MCC on terms proposed by FrontFour in its complaint. The Court held that MCC’s directors breached their fiduciary duties in entering into the MCC Merger, but rejected FrontFour’s claim that Sierra aided and abetted those breaches of fiduciary duties. The Court ordered defendants to issue corrective disclosures consistent with the Decision, and enjoined a vote of MCC stockholders on the MCC Merger until such disclosures have been made and stockholders have had the opportunity to assimilate this information.
On April 15, 2019, certain parties in the Class Action reached agreement on the principal terms of a settlement, which are contained in a binding term sheet, dated April 15, 2019 (the Settlement Term Sheet), among Brook Taube, Seth Taube, Jeff Tonkel, Mark Lerdal, Karin Hirtler-Garvey, John E. Mack, Arthur S. Ainsberg, MCC, MCC Advisors LLC, Medley LLC, and Medley Group LLC (the Medley Parties), on the one hand, and FrontFour, on behalf of itself and a class of similarly situated stockholders of MCC, on the other hand.
In connection with the Settlement Term Sheet and in exchange and consideration for the release of MDLY by the Plaintiffs and the Class (each as defined in the Settlement Term Sheet), MDLY entered into an acknowledgment and agreement (the "Acknowledgment") pursuant to which Medley agreed to certain actions and undertakings that are described in greater detail in the Settlement Term Sheet including, among other matters: (i) agreeing to participate and cooperate in the discussions and efforts to amend certain provisions of the Merger Agreements, (ii) agreeing to consent to amendments to the MCC Merger Agreement relating to the creation of go shop process to solicit superior transactions to the MCC Merger, if and when presented to MDLY by Sierra and MCC and (iii) agreeing to amendments to the MDLY Merger Agreement, and, if and when presented to MDLY by Sierra and MCC, agreeing to consent to amendments to the MCC Merger Agreement, to extend the outside date in the Merger Agreements to October 31, 2019 and to modify the merger consideration payment mechanics contained therein to provide for the creation of


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a settlement fund, consisting of $17 million in cash and $30 million of Sierra stock, which amount defendants in the Class Action (other than MDLY) will cause to be contributed to the fund, and distributed to eligible members of the Class, after certain deductions, following the closing of the MCC Merger and in accordance with the terms of the Settlement Stipulation (as defined in the Settlement Term Sheet).
Pursuant to, and in accordance with the terms and conditions of, the Acknowledgment, MDLY has also undertaken to work in good faith to agree to supplemental disclosures relating to the Mergers consistent with the decision in connection with the Class Action, as well as to use reasonable efforts to obtain exemptive relief from the SEC to allow for the consummation of the Mergers.
Transaction expenses, primarily consisting of professional fees, related to the pending merger are included in general, administrative and other expenses and were approximately $0.3 million and $0.9 million for the three months ended March 31, 2019 and 2018, respectively.
For additional information related to the Mergers, please refer to our transaction statement on Schedule 13E-3/A filed with the SEC on December 21, 2018 and, the Registration Statement on Form N-14 that includes a joint proxy statement/Prospectus of Sierra, MCC, and MDLY and, with respect to Sierra, constitutes a prospectus, which was filed with the SEC on December 21, 2018 and the Form 8-K filed with the SEC on April 17, 2019.
Trends Affecting Our Business
Our results of operations, including the fair value of our AUM, are affected by a variety of factors, including conditions in the global financial markets as well as economic and political environments, particularly in the U.S.
During the first ninethree months of 2017,ended March 31, 2019, the domestic economy exhibited continued growth, and key financial market indicators generated positive readings. Coincident with improving economic growth, LIBOR rates have increased, while credit spreads have tightened. Across the lending spectrum, year over year loan issuance has increased, driven by several factors, including robust merger and acquisition activity, as well as significant refinance activity. Our platform provides us the ability to lend across the capital structure and at varying interest rates providing our firm access to a larger borrower subset over time.
In addition to these macroeconomic trends and market factors, our future performance is dependent on our ability to attract new capital. We believe the following factors will influence our future performance:
The extent to which investors favor directly originated private credit investments. Our ability to attract additional capital is dependent on investors’ views of directly originated private credit investments relative to traditional assets. We believe fundraising efforts will continue to be impacted by certain fundamental asset management trends that include: (i) the increasing importance of directly originated private credit investment strategies for institutional investors; (ii) increasing demand for directly originated private credit investments from retail investors; (iii) recognition by the consultant channel, which serves endowment and pension fund investors, that directly originated private credit is an important component of asset allocation; (iv) increasing demand from insurance companies seeking alternatives to investing in the liquid credit markets; and (v) de-leveraging of the global banking system, bank consolidation and increased bank regulatory requirements. 
Our ability to generate strong, stable returns and retain investor capital throughout market cycles. The capital we are able to attract and retain drives the growth of our AUM, fee earning AUM and management fees. We believe we are well positioned to invest through market cycles given our AUM is in either permanent capital vehicles or long-dated private funds and SMAs.
Our ability to source investments with attractive risk-adjusted returns. Our ability to grow our revenue is dependent on our continued ability to source attractive investments and deploy the capital that we have raised. We believe that the current economic environment provides attractive investment opportunities. Our ability to identify attractive investments and execute on those investments is dependent on a number of factors, including the general macroeconomic environment, valuation, size and the liquidity of these investment opportunities. A significant decrease in the quality or quantity of investment opportunities in the directly originated private credit market, a substantial increase in corporate default rates, an increase in competition from new entrants providing capital to the private debt market and a decrease in recovery rates of directly originated private credit could adversely affect our ability to source investments with attractive risk-adjusted returns.
The attractiveness of our product offering to investors. We believe defined contribution plans, retail investors, public institutional investors, pension funds, endowments, sovereign wealth funds and insurance companies are increasing exposure to directly originated private credit investment products to seek differentiated returns and current yield. Our permanent capital vehicles and long-dated private funds and SMAs benefit from this demand by offering


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institutional and retail investors the ability to invest in our private credit investment strategy. We believe that the breadth, diversity and number of investment vehicles we offer allow us to maximize our reach with investors.
The strength of our investment process, operating platform and client servicing capabilities. Following the most recent financial crisis, investors in alternative investments, including those managed by us, have heightened their focus on matters such as manager due diligence, reporting transparency and compliance infrastructure. Since inception, we have invested heavily in our investment monitoring systems, compliance and enterprise risk management systems to proactively address investor expectations and the evolving regulatory landscape. We believe these investments in operating infrastructure will continue to support our growth in AUM. 


Components of Our Results of Operations
Revenues
Management Fees. Management fees include both base management fees as well as Part I incentive fees.
Base Management Fees. Base management fees are generally based on a defined percentage of (i) average or total gross assets, including assets acquired with leverage, (ii) total commitments, (iii) net invested capital, (iv) NAV or (v) lower of cost or market value of a fund’s portfolio investments. These fees are calculated quarterly and are paid in cash in advance or in arrears. Base management fees are recognized as revenue in the period advisory services are rendered, subject to our assessment of collectability.
In addition, we also receive non asset-based management fees that may include special fees such as origination fees, transaction fees and similar fees paid to us in connection with portfolio investments of our funds. These fees are specific to particular transactions and the contractual terms of the portfolio investments, and are recognized when earned.
Part I Incentive Fees. We also include Part I incentive fees that we receive from our permanent capital vehicles and certain of our long-dated private funds in management fees. Part I incentive fees are paid quarterly, in cash, and are driven primarily by net interest income on senior secured loans. As it relates to MCC, these fees are subject to netting against realized and unrealized losses. We are primarily an asset manager of yield-oriented products and our incentive fees are primarily derived from spread income rather than trading or capital gains. In addition, we also carefully manage interest rate risk. We are generally positioned to benefit from a raising rate environment, which should benefit fees paid to us from our vehicles and funds.
Performance Fees. Our long-dated private funds and SMAs may have industry standard carried interest performance fee structures andPerformance fees are typically 15% to 20% of the total return overcontractual fees which do not represent a 6.0% to 8.0% annualized preferred return. We record these fees on an accrual basis,capital allocation to the extent such amountsgeneral partner or investment manager that are contractually due but not paid, and we present this revenue as a separate line itemearned based on the performance of certain funds, typically our consolidated statements of operations. Theseseparately managed accounts. Performance fees are earned based on the fund performance during the period, subject to repayment (clawback).the achievement of minimum return levels in accordance with the respective terms set out in each fund’s investment management agreement. We recognize contractual based performance fees as revenue when it is probable that a significant reversal of such fees will not occur in the future.
The timing and amount of performance fees generated by our funds is uncertain. If we were to have a realization event in a particular quarter or year, it may have a significant impact on our results for that particular quarter or year that may not be replicated in subsequent periods. Refer to “Risk Factors — Risks Related to Our Business and Industry” included in our Annual Report on Form 10-K.
Generally, if at the termination of a fund (and sometimes at interim points in the life of a fund), the fund has not achieved investment returns that (in most cases) exceed the preferred return threshold or (in all cases) the general partner receives net profits over the life of the fund in excess of its allocable share under the applicable partnership agreement, we will be obligated to repay an amount equal to the extent to which carried interest that was previously distributed to us exceeds the amounts to which we are ultimately entitled. Medley has not received any distributions of performance fees through September 30, 2017, other than tax distributions, a portion of which are subject to clawback. As of September 30, 2017, we accrued $7.2 million for clawback obligations that would need to be paid if the funds were liquidated at fair value at the end of the reporting period. Our actual obligation, however, would not become payable or realized until the end of a fund’s life.
For any given period, performance fee revenue on our consolidated statements of operations may include reversals of previously recognized performance fees due to a decrease in the value of a particular fund that results in a decrease of cumulative performance fees earned to date. Since fund return hurdles are cumulative, previously recognized fees also may be reversed in a period of appreciation that is lower than the particular fund's hurdle rate. During the three months ended September 30, 2017, we reversed $0.4 million of previously recognized performance fees. During the nine months ended September 30, 2017, we reversed $2.7 million of previously recognized performance fees. Cumulative performance fee revenue recognized as of September 30, 2017, was $5.2 million.
Part II Incentive Fees. For our permanent capital vehicles and certain of our long-dated private funds, Part II incentive fees generally represent 20.0% of each fund’s cumulative realized capital gains (net of realized capital losses and unrealized capital depreciation). We have not received these fees historically, and do not expect such fees to be material in the future given our focus on senior secured lending.
Other Revenues and Fees. We provide administrative services to certain of our vehicles that are reported as other revenues and fees. Such fees are recognized as revenue in the period that administrative services are rendered. These fees are generally based on expense reimbursements for the portion of overhead and other expenses incurred by certain professionals directly attributable to each respective fund. TheseWe also act as the administrative agent on certain deals for which we may earn loan administration fees are reported within total revenues inand transaction fees. We may also earn consulting fees for providing non-advisory services related to our unaudited condensed consolidated financial statements included inmanaged funds. Additionally, this Form 10-Q.line item includes reimbursable origination and deal expenses as well as reimbursable entity formation and organizational expenses.


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Carried Interest. Carried interest are performance based fees that represent a capital allocation of income to the general partner or investment manager. Carried interest are allocated to us based on cumulative fund performance to date, subject to the achievement of minimum return levels in accordance with the respective terms set out in each fund’s governing documents and are accounted for under ASC 323, Investments - Equity Method and Joint Ventures. Accordingly, these performance fees are reflected as carried interest within investment income on our consolidated statements of operations and balances due for such fees are included as a part of equity method investments within Investments, at fair value on our consolidated balance sheets.
We record carried interest based upon an assumed liquidation of that fund's net assets as of the reporting date, regardless of whether such amounts have been realized. For any given period, carried interest on our consolidated statements of operations may include reversals of previously recognized carried interest due to a decrease in the value of a particular fund that results in a decrease of cumulative fees earned to date. Since fund return hurdles are cumulative, previously recognized carried interest also may be reversed in a period of appreciation that is lower than the particular fund's hurdle rate.
Carried interest received in prior periods may be required to be returned by us in future periods if the funds’ investment performance declines below certain levels. Each fund is considered separately in this regard and, for a given fund, carried interest can never be negative over the life of a fund. If upon a hypothetical liquidation of a fund’s investments, at their then current fair values, previously recognized and distributed carried interest would be required to be returned, a liability is established for the potential clawback obligation. Through March 31, 2019, we have not received any carried interest distributions, except for tax distributions related to our allocation of net income, which included an allocation of carried interest. Pursuant to the organizational documents of each respective fund, a portion of these tax distributions may be subject to clawback. As of March 31, 2019 and December 31, 2018, we have accrued $7.2 million for clawback obligations that would need to be paid if the funds were liquidated at fair value as of the end of the reporting period. Our actual obligation, however, would not become payable or realized until the end of a fund’s life.
Other Investment income. Other investment income is comprised of unrealized appreciation (depreciation) resulting from changes in fair value of our equity method investments in addition to the income/expense allocations from such investments.
In certain cases, the entities that receive management and incentive fees from our funds are owned by Medley LLC together with other persons. See “Critical Accounting Policies” and Note 2, “Summary of Significant Accounting Policies,” to our unaudited condensed consolidated financial statements included in this Form 10-Q for additional information regarding the manner in which management fees, performance fees, investment income and other fees are generated.
Expenses
Compensation and Benefits. Compensation and benefits consists primarily of salaries, discretionary bonuses and benefits paid and payable to our employees. Compensation also includesemployees, performance fee compensation and stock-based compensation associated with the grants of equity-based awards to our employees. Compensation expense relating to equity based awards are measured at fair value as of the grant date, reduced for actual forfeitures when they occur, and expensed over the vesting period on a straight-line basis. Bonuses are accrued over the service period to which they relate.
Guaranteed payments made to our senior professionals who are members of Medley LLC are recognized as compensation expense. The guaranteed payments to our Co-Chief Executive Officers are performance based and periodically set subject to maximums based on our total assets under management. Such maximums aggregated to $0.6 million for each of the Co-Chief Executive OfficesOfficers for each of the three months ended September 30, 2017ending March 31, 2019 and 2016 and $1.9 million for each of the nine months ended September 30, 2017 and 2016.2018. During the three months ending March 31, 2019 and nine months ended September 30, 2017 and 2016,2018, neither of our Co-Chief Executive Officers received any guaranteed payments.
Performance Fee Compensation. Performance fee compensation includes compensation related to performance fees, which generally consists of profit interests that we grant to our employees. Depending on the nature of each fund, the performance fee participation is generally structured as a fixed percentage or as an annual award. The liability is recorded subject to the vesting of the profit interests granted and is calculated based upon the net present value of the projected performance fees to be received. Payments to profit interest holders are payable when the performance fees are paid to Medley LLC by the respective fund. It is possible that we may record performance fee compensation during a period in which we do not record any performance fee revenue or we have a reversal of previously recognized performance fee revenue.
General, Administrative and Other Expenses. General and administrative expenses include costs primarily related to professional services, office rent, depreciation and amortization, general insurance, recruiting, travel and related expenses, information technology, communication and information services and other general operating items and, in 2016, SIC expenses under an expense support and reimbursement agreement.items.
Other Income (Expense)
Dividend Income. Dividend income consists of dividends associated with our investments in SIC and MCC. Dividends are recognized on an accrual basis to the extent that such amounts are declared and expected to be collected.
Interest Expense. Interest expense consists primarily of interest expense relating to debt incurred by us.
Other Income (Expenses), Net. Other income (expenses), net consists primarily of expenses associated with our revenue share payable equity income (loss) and unrealized gains (losses) associated withfrom our equity method investments.investment in MCC.
Provision for Income Taxes. Medley Management Inc. is subject to U.S. federal, state and local corporate income taxes on its allocable portion of taxable income from Medley LLC at prevailing corporate tax rates. Medley LLC and its subsidiaries are not subject to U.S. federal, state and local corporate income taxes since all of its income or losses are passed through to its members.


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However, Medley LLC and its subsidiaries are subject to New York City’s unincorporated business tax on its taxable income allocated to New York City. Our effective income tax rate is dependent on many factors, including the impact of nondeductible items, the need for or changes in the valuation allowance on deferred tax assets, and a rate benefit attributable to the fact that a portion of our earnings are not subject to corporate level taxes.
Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax basis. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. To the extent it is more likely than not that the deferred tax assets will not be recognized, a valuation allowance is provided to offset their benefit.
We recognize the benefit of an income tax position only if it is more likely than not that the tax position will be sustained upon tax examination, based solely on the technical merits of the tax position. Otherwise, no benefit is recognized. The tax benefits recognized are measured based on the largest benefit that has a greater than 50% percent likelihood of being realized upon ultimate settlement. Interest expense and penalties related to income tax matters are recognized as a component of the provision for income taxes.


Net (Loss) Income Attributable to Redeemable Non-Controlling Interests and Non-Controlling Interests in Consolidated Subsidiaries. Net income attributable to redeemable non-controlling interests and non-controlling interests in consolidated subsidiaries represents the ownership interests that third parties hold in certain consolidated subsidiaries.
Net (Loss) Income Attributable to Non-Controlling Interests in Medley LLC. Net income attributable to non-controlling interests in Medley LLC represents the ownership interests that non-managing members’ hold in Medley LLC.
Our private funds are closed-end funds, and accordingly do not permit investors to redeem their interests other than in limited circumstances that are beyond our control, such as instances in which retaining the limited partnership interest could cause the limited partner to violate a law, regulation or rule. In addition, SMAs for a single investor may allow such investor to terminate the investment management agreement at the discretion of the investor pursuant to the terms of the applicable documents. We manage assets for MCC and SIC, both of which are BDCs. The capital managed by MCC and SIC is permanently committed to these funds and cannot be redeemed by investors.
Managing Business Performance
Non-GAAP Financial Information 
In addition to analyzing our results on a GAAP basis, management also makes operating decisions and assesses business performance based on the financial and operating metrics and data that are presented without the consolidation of any fund(s). Core Net Income, Core EBITDA, Core Net Income Per Share and Core Net Income Margin are non-GAAP financial measures that are used by management to assess the performance of our business. There are limitations associated with the use of non-GAAP financial measures as compared to the use of the most directly comparable U.S. GAAP financial measure and these measures supplement and should be considered in addition to and not in lieu of the results of operations discussed further under "Results of Operations,’’ which are prepared in accordance with U.S. GAAP. Furthermore, such measures may be inconsistent with measures presented by other companies. For a reconciliation of these measures to the most comparable measure in accordance with U.S. GAAP, see "Reconciliation of Certain Non-GAAP Performance Measures to Consolidated U.S. GAAP Financial Measures.’’
Core Net Income. Core Net Income is an income measure that is used by management to assess the performance of our business through the removal of non-core items, as well as non-recurring expenses associated with our IPO. It is calculated by adjusting net income attributable to Medley Management Inc. and net income attributable to non-controlling interests in Medley LLC to exclude reimbursable expenses associated with the launch of funds, amortization of stock-based compensation expense associated with grants of restricted stock units at the time of our IPO, expenses associated with strategic initiatives and other non-core items and the income tax impact of these adjustments.
Core Earnings Before Interest, Income Taxes, Depreciation and Amortization (Core EBITDA). Core EBITDA is an income measure also used by management to assess the performance of our business. Core EBITDA is calculated as Core Net Income before interest expense, income taxes, depreciation and amortization.
Pro-Forma Weighted Average Shares Outstanding. The calculation of Pro-Forma Weighted Average Shares Outstanding assumes the conversion by the pre-IPO holders of 23,333,333 Medleyup to 24,705,970 vested and unvested LLC unitsUnits for 23,333,33324,705,970 shares of Class A common stock at the beginning of each period presented, as well as the vesting of the weighted average number of restricted stock units and, in 2017, 320,000 restricted LLC units during each of the periods presented and conversion of such restricted LLC units for an equal number of shares of Class A common stock.presented.


9




Core Net Income Per Share. Core Net Income Per Share is Core Net Income adjusted for corporate income taxes assuming that all of our pre-tax earnings are subject to federal, state and local corporate income taxes, divided by Pro-Forma Weighted Average Shares Outstanding (as defined above). In determining corporate income taxes we used an annual effective corporate tax rate of 43.0%.33.0% for 2019 and 2018. Please refer to the calculation of Core Net Income Per Share in “Reconciliation of Certain Non-GAAP Performance Measures to Consolidated U.S. GAAP Financial Measures.”
Core Net Income Margin. Core Net Income Margin equals Core Net Income Per Share divided by total revenue per share.


Key Performance Indicators
When we review our performance we focus on the indicators described below:
For the Three Months Ended
March 31,
For the Three Months Ended
September 30,
 For the Nine Months Ended September 30,2019 2018
2017 2016 2017 2016   
(Amounts in thousands, except AUM, share and per share amounts)(dollars in thousands, except AUM, and per share amounts)
Consolidated Financial Data: 
  
    
 
  
Net income attributable to Medley Management Inc. and non-controlling interests in Medley LLC$2,633
 $776
 $9,986
 $2,146
Net income (loss) per Class A common stock$0.03
 $
 $0.18
 $(0.05)
Net loss attributable to Medley Management Inc. and non-controlling interests in Medley LLC$(433) $(5,127)
Net loss per Class A common stock$(0.02) $(0.26)
Net Income Margin (1)
15.8% 4.1% 21.2% 3.7%(3.1)% (35.6)%
Weighted average shares - Basic and Diluted5,342,939
 5,778,409
 5,578,003
 5,802,334
5,754,665
 5,483,303
          
Non-GAAP Data: 
  
    
 
  
Core Net Income$3,851
 $6,552
 $13,171
 $19,080
$705
 $1,257
Core EBITDA$7,592
 $9,818
 $23,737
 $28,638
$3,880
 $5,008
Core Net Income Per Share$0.09
 $0.14
 $0.28
 $0.40
$0.02
 $0.05
Core Net Income Margin15.9% 22.3% 18.2% 21.3%5.1 % 9.8 %
Pro-Forma Weighted Average Shares Outstanding30,777,252
 30,779,206
 30,922,950
 30,652,109
32,117,893
 30,635,399
          
Other Data (at period end, in millions): 
  
    
 
  
AUM$5,296
 $5,011
 $5,296
 $5,011
$4,668
 $5,076
Fee Earning AUM$3,241
 $3,111
 $3,241
 $3,111
$2,711
 $3,040
(1) 
Net Income Margin equals Net income (loss) attributable to Medley Management Inc. and non-controlling interests in Medley LLC divided by total revenue.
AUM
AUM refers to the assets of our funds. We view AUM as a metric to measure our investment and fundraising performance as it reflects assets generally at fair value plus available uncalled capital. For our funds, our AUM equals the sum of the following:
Gross asset values or NAV of such funds;
the drawn and undrawn debt (at the fund-level, including amounts subject to restrictions); and
uncalled committed capital (including commitments to funds that have yet to commence their investment periods).


10




The table below provides the roll forward of AUM for the three months ended September 30, 2017. ending March 31, 2019.
      % of AUM      % of AUM
Permanent
Capital
Vehicles
 
Long-dated
Private Funds
and SMAs
 Total 
Permanent
Capital
Vehicles
 
Long-dated
Private Funds
and SMAs
Permanent
Capital
Vehicles
 
Long-dated
Private Funds
and SMAs
 Total 
Permanent
Capital
Vehicles
 
Long-dated
Private Funds
and SMAs
(Dollars in millions)             
Beginning balance, June 30, 2017$2,497
 $2,941
 $5,438
 46% 54%
(Dollars in millions)    
Ending balance, December 31, 2018$1,917
 $2,795
 $4,712
 41% 59%
Commitments (1)
(72) 1
 (71)  
  
14
 (7) 7
  
  
Capital reduction (2)

 
 
  
  
Distributions (3)(2)
(24) (26) (50)  
  
(19) (18) (37)  
  
Change in fund value (4)(3)
(8) (13) (21)  
  
(5) (9) (14)  
  
Ending balance, September 30, 2017$2,393
 $2,903
 $5,296
 45% 55%
Ending balance, March 31, 2019$1,907
 $2,761
 $4,668
 41% 59%
(1) 
With respect to permanent capital vehicles, represents a decrease in leverage and increases during the period through equity as well as any changesand debt offerings offset, in available undrawn borrowings or capital commitments, subject to restrictions.part, by debt repayments. With respect to long-dated private funds and SMAs, represents new commitments or gross inflows, respectively, as well as any increases in available undrawn borrowings.
(2)
Represents the permanent reduction in equity or leverage during the period.
(3) 
With respect to permanent capital vehicles, represents distributions of income. With respect to long-dated private funds and SMAs, represents return of capital, given our funds’ stage in their respective life cycle and the prioritization of capital distributions.
(4)(3) 
Includes interest income, realized and unrealized gains (losses), fees and/or expenses.
AUM decreased to $5.3remained consistent at $4.7 billion as of September 30, 2017 compared to $5.4 billion of AUM as of June 30, 2017.March 31, 2019 and December 31, 2018. Our permanent capital vehicles decreased $104.0AUM by $10.0 million as of September 30, 2017, primarily due to a reduction in commitments, reduction of debtMarch 31, 2019 and distributions. Ourour long-dated private funds and SMAs decreased AUM by $38.0$34.0 million, primarily due to distributionsin each case as some of our vehicles are no longer in their investment period.
The table below provides the roll forward of AUM for the nine months ended September 30, 2017. 
       % of AUM
 
Permanent
Capital
Vehicles
 
Long-dated
Private Funds
and SMAs
 Total 
Permanent
Capital
Vehicles
 
Long-dated
Private Funds
and SMAs
 (Dollars in millions)    
Beginning balance, December 31, 2016$2,527
 $2,808
 $5,335
 47% 53%
Commitments (1)
(12) 240
 228
  
  
Capital reduction (2)
(44) 
 (44)  
  
Distributions (3)
(76) (133) (209)  
  
Change in fund value (4)
(2) (12) (14)  
  
Ending balance, September 30, 2017$2,393
 $2,903
 $5,296
 45% 55%
(1)
With respect to permanent capital vehicles, represents a decrease in leverage and increases through equity as well as any changes in available undrawn borrowings or capital commitments, subject to restrictions. With respect to long-dated private funds and SMAs, represents new commitments or gross inflows, respectively, as well as any increases in available undrawn borrowings.
(2)
Represents the permanent reduction in equity or leverage during the period.
(3)
With respect to permanent capital vehicles, represents distributions of income. With respect to long-dated private funds and SMAs, represents return of capital, given our funds’ stage in their respective life cycle and the prioritization of capital distributions.
(4)
Includes interest income, realized and unrealized gains (losses), fees and/or expenses.
AUM was $5.3 billion as of September 30, 2017 compared to $5.3 billion of AUM as ofwith December 31, 2016. Our permanent capital vehicles decreased by $134.0 million as of September 30, 2017, primarily due to a reduction of debt and distributions. Our long-dated private funds and SMAs increased AUM by $95.0 million, or 3%, primarily associated with new debt commitments, partly offset by distributions as some of our vehicles are no longer in the investment period.2018.
Fee Earning AUM 
Fee earning AUM refers to assets under management on which we directly earn base management fees. We view fee earning AUM as a metric to measure changes in the assets from which we earn management fees. Our fee earning AUM is the sum of all the individual fee earning assets of our funds that contribute directly to our management fees and generally equals the sum of:
for our permanent capital vehicles, the average or total gross asset value, including assets acquired with the proceeds of leverage (see “Fee earning AUM based on gross asset value” in the “Components of Fee Earning AUM” table below for the amount of this component of fee earning AUM as of each period);
for certain funds within the investment period in the long-dated private funds within their investment period, the amount of limited partner capital commitments (see “Fee earning AUM based on capital commitments” in the “Components of Fee Earning AUM” table below for the amount of this component of fee earning AUM as of each period); and


for the aforementioned funds beyond thetheir investment period and certain managed accounts within their investment period, the amount of limited partner invested capital or the NAV of the fund (see “Fee earning AUM based on invested capital or NAV” in the “Components of Fee Earning AUM” table below for the amount of this component of fee earning AUM as of each period).
Our calculations of fee earning AUM and AUM may differ from the calculations of other asset managers and, as a result, this measure may not be comparable to similar measures presented by others. In addition, our calculations of fee earning AUM and AUM may not be based on any definition of fee earning AUM or AUM that is set forth in the agreements governing the investment funds that we advise.


11




Components of Fee Earning AUM
As of
As ofMarch 31, 2019 December 31, 2018
September 30, 2017 December 31, 2016   
(Amounts in millions)(in millions)
Fee earning AUM based on gross asset value$2,191
 $2,207
$1,713
 $1,743
Fee earning AUM based on capital commitments126
 113
Fee earning AUM based on invested capital or NAV924
 870
Fee earning AUM based on invested capital, NAV or capital commitments998
 1,042
Total fee earning AUM$3,241
 $3,190
$2,711
 $2,785
As of September 30, 2017,March 31, 2019, fee earning AUM based on gross asset value decreased by $16.0$30.0 million, compared to December 31, 2016.2018. The decrease in fee earning AUM based on gross asset value was primarily due primarily to an decrease in equity raised as well asincome and return of capital distributions.
As of September 30, 2017, fee earning AUM based on capital commitments increased $13.0 million compared to DecemberMarch 31, 2016. The increase in fee earning AUM based on capital commitments was due to additional capital raised in one of our funds.
As of September 30, 2017,2019, fee earning AUM based on invested capital, NAV or NAV increasedcapital commitments decreased by $54.0$44.0 million or 6%, compared to December 31, 2016.2018. The increase in fee earning AUM based on invested capital or NAVdecrease was primarily due primarily to capital deployment from our long-dated private funds and SMAs, partially offset by distributions of income andthe return of portfolio investment capital by our long-dated private funds and SMAs as some of our vehicles are no longer into the investment period.fund.
The table below presents the roll forward of fee earning AUM for the three months ended September 30, 2017March 31, 2019.
      % of Fee Earning AUM      % of Fee Earning AUM
Permanent
Capital
Vehicles
 Long-dated
Private Funds
and SMAs
 Total Permanent
Capital
Vehicles
 Long-dated
Private Funds
and SMAs
Permanent
Capital
Vehicles
 Long-dated
Private Funds
and SMAs
 Total Permanent
Capital
Vehicles
 Long-dated
Private Funds
and SMAs
(Dollars in millions)             
Beginning balance, June 30, 2017$2,259
 $1,020
 $3,279
 69% 31%
(Dollars in millions)    
Ending balance, December 31, 2018$1,743
 $1,042
 $2,785
 63% 37%
Commitments (1)
(37) 74
 37
  
  
(6) 53
 47
    
Capital reduction (2)

 
 
  
  
Distributions (3)(2)
(23) (36) (59)  
  
(19) (64) (83)    
Change in fund value (4)(3)
(8) (8) (16)  
  
(5) (33) (38)    
Ending balance, September 30, 2017$2,191
 $1,050
 $3,241
 68% 32%
Ending balance, March 31, 2019$1,713
 $998
 $2,711
 63% 37%
(1) 
With respect to permanent capital vehicles, represents increases or temporary reductions during the period through equity and debt offerings, as well as any increases in capital commitments. With respect to long-dated private funds and SMAs, represents new commitments or gross inflows, respectively.
(2) 
Represents the permanent reduction in equity or leverage during the period.
(3)
Represents distributions of income, return of capital and return of portfolio investment capital to the fund.
(4)(3) 
Includes interest income, realized and unrealized gains (losses), fees and/or expenses.
Total fee earning AUM decreased by $38.0$74.0 million, or 1%3%, to $3.2$2.7 billion as of September 30, 2017March 31, 2019 compared to total fee earning AUM of $3.3 billion as of June 30, 2017,December 31, 2018, primarily due primarily to distributions from permanent capital vehicles and private funds and SMAs partly offset by capital deployment by our private funds and SMAs.


The table below presents the roll forward of fee earning AUM for the nine months ended September 30, 2017.
       % of Fee Earning AUM
 Permanent
Capital
Vehicles
 Long-dated
Private Funds
and SMAs
 Total Permanent
Capital
Vehicles
 Long-dated
Private Funds
and SMAs
 (Dollars in millions)    
Beginning balance, December 31, 2016$2,207
 $983
 $3,190
 69% 31%
Commitments (1)
60
 231
 291
  
  
Capital reduction (2)

 
 
  
  
Distributions (3)
(74) (147) (221)  
  
Change in fund value (4)
(2) (17) (19)  
  
Ending balance, September 30, 2017$2,191
 $1,050
 $3,241
 68% 32%
(1)
With respect to permanent capital vehicles, represents increases or temporary reductions during the period through equity and debt offerings, as well as any increases in capital commitments. With respect to long-dated private funds and SMAs, represents new commitments or gross inflows, respectively.
(2)
Represents the permanent reduction in equity or leverage during the period.
(3)
Represents distributions of income, return of capital and return of portfolio investment capital to the fund.
(4)
Includes interest income, realized and unrealized gains (losses), fees and/or expenses.
Total fee earning AUM increased by $51.0 million, or 2%, to $3.2 billion as of September 30, 2017 compared to total fee earning AUM of $3.2 billion as of December 31, 2016, due primarily to capital deployment by our private funds and SMAs, partly offset by distributions from all permanent capital vehicles and private funds and SMAs.changes in fund value.
Returns
The following section sets forth historical performance for our active funds.
Sierra Income Corporation (SIC)
We launched SIC, our first public non-traded permanent capital vehicle, in April 2012. SIC primarily focuses on direct lending to middle market borrowers in the U.S.United States. Since inception, we have provided capital for a total of 332409 investments and have invested a total of $2.0$2.4 billion. As of September 30, 2017,March 31, 2019, the fee earning AUM was $1.2$1.0 billion. The performance for SIC as of September 30, 2017March 31, 2019 is summarized below: 
Annualized Net Total Return(1):
6.24.4%
Annualized Realized Losses on Invested Capital:0.81.0%
Average Recovery(3):
74.161.5%
 


12




Medley Capital Corporation (MCC)
We launched MCC, our first permanent capital vehicle in January 2011. MCC primarily focuses on direct lending to private middle market borrowers in the U.S.United States. Since inception, we have provided capital for a total of 200234 investments and have invested a total of $2.1$2.2 billion. As of September 30, 2017,March 31, 2019, excluding Medley SBIC LP, the fee earning AUM was $720$482 million. The performance for MCC as of September 30, 2017March 31, 2019 is summarized below:
Annualized Net Total Return(2):
6.90.2%
Annualized Realized Losses on Invested Capital:2.02.9%
Average Recovery(3):
45.035.8%
Medley SBIC LP (Medley SBIC)
We launched Medley SBIC in March 2013 as a wholly owned subsidiary of MCC. Medley SBIC lends to smaller middle market private borrowers that we otherwise would not target in our other funds, primarily due primarily to size. Since inception, we have provided capital for a total of 4151 investments and have invested a total of $407$501 million. As of September 30, 2017,March 31, 2019, the fee earning AUM was $240$214 million. The performance for Medley SBIC fund as of September 30, 2017March 31, 2019 is summarized below: 


Gross Portfolio Internal Rate of Return(4):
12.99.9%
Net Investor Internal Rate of Return(5):
15.55.8%
Annualized Realized Losses on Invested Capital:1.0%
Average Recovery:Recovery(3):
N/A34.9
%
Medley Opportunity Fund II LP (MOF II)
MOF II is a long-dated private investment fund that we launched in December 2010. MOF II lends to middle market private borrowers, with a focus on providing senior secured loans. Since inception, we have provided capital for a total of 7386 investments and have invested a total of $911$972 million. As of September 30, 2017,March 31, 2019, the fee earning AUM was $366$200 million. MOF II is currently fully invested and actively managing its assets. The performance for MOF II as of September 30, 2017,March 31, 2019, is summarized below:
Gross Portfolio Internal Rate of Return(4):
12.07.7%
Net Investor Internal Rate of Return(6):
6.43.6%
Annualized Realized Losses on Invested Capital:1.72.9%
Average Recovery(3):
NM39.9
%
Medley Opportunity Fund III LP (MOF III)
MOF III is a long-dated private investment fund that we launched in December 2014. MOF III lends to middle market private borrowers in the U.S., with a focus on providing senior secured loans. Since inception, we have provided capital for a total of 3547 investments and have invested a total of $156$208 million. As of September 30, 2017,March 31, 2019, the fee earning AUM was $113$102 million. The performance for MOF III as of September 30, 2017March 31, 2019 is summarized below: 
Gross Portfolio Internal Rate of Return(4):
11.710.4%
Net Investor Internal Rate of Return(6):
5.86.1%
Annualized Realized Losses on Invested Capital:%
Average Recovery:N/A
Separately Managed Accounts (SMAs)
In the case of our separately managed accounts, the investor, rather than us, may control the assets or investment vehicle that holds or has custody of the related investments. Certain subsidiaries of Medley LLC serve as the investment adviser for our SMAs. Since inception, we have provided capital for a total of 225 investments and have invested a total of $1.3 billion. As of March 31, 2019, the fee earning AUM in our SMAs was $581 million. The aggregate performance of our SMAs as of March 31, 2019, is summarized below:
Gross Portfolio Internal Rate of Return(4):
8.3%
Net Investor Internal Rate of Return(7):
6.4%
Annualized Realized Losses on Invested Capital:0.9%
Average Recovery(3):
34.5%


13




Other Long-Dated Private Funds and Permanent Capital Vehicles
We launched STRF,Sierra Total Return Fund (“STRF”), a public non-traded permanent capital vehicle, in June 2017. The Fund seeks to provide a total return through a combination of current income and long-term capital appreciation by investing in a portfolio of debt securities and fixed-income related equity securities.

We launched Medley Opportunity Fund Offshore III LP (“MOF III OffshoreOffshore”) in May 2017. MOF III Offshore invests in senior secured loans made to middle market private borrowers in the US.

We launched AspectAspect-Medley Investment Platform A LP (“Aspect”) in November 2016 and Aspect-Medley Investment Platform B LP (“Aspect-B”) in May 2018 to meet the current demand for equity capital solutions in the traditional corporate debt-backed collateralized loan obligation (“CLO”) market. Its investment objective is to generate current income, and also to generate capital appreciation through investing in CLO equity, as well as, equity and junior debt tranches trading in the secondary market.

We launched MCOFMedley Credit Opportunity Fund (“MCOF”) in July 2016 to meet the current demand for equity capital solutions in the traditional corporate debt-backed collateralized loan obligation (“CLO”) market. Its investment objective is to generate current income, and also to generate capital appreciation through investing in CLO equity, as well as, equity and junior debt tranches trading in the secondary market.
The performance of STRF, MOF III Offshore, Aspect, Aspect-B, and MCOF as of September 30, 2017March 31, 2019 is not meaningful given the funds' limited operations and capital invested to date.
Separately Managed Accounts (SMAs)
In the case of our SMAs, the investor, rather than us, may control the assets or investment vehicle that holds or has custody of the related investments. Certain subsidiaries of Medley LLC serve as the investment adviser for our SMAs. Since inception, we have provided capital for a total of 159 investments and have invested a total of $900 million. As of September 30, 2017, fee earning AUM in our SMAs was $499 million. The aggregate performance of our SMAs as of September 30, 2017, is summarized below:


Gross Portfolio Internal Rate of Return(4):
9.9%
Net Investor Internal Rate of Return(7):
7.9%
Annualized Realized Losses on Invested Capital:0.7%
Average Recovery(3):
49.5%
(1) 
Annualized Net Total Return for SIC represents the annualized return assuming an investment at the initial public offering price, reinvestments of all dividends and distributions at prices obtained under SIC’s dividend reinvestment plan and selling at the NAV as of the measurement date.
(2) 
AnnualizedAnnual Net Total Return for MCC, including Medley SBIC, represents the annualized return assuming an investment at the initial public offering price, reinvestments of all dividends and distributions at prices obtained under MCC's dividend reinvestment plan and selling at NAV as of the measurement date.
(3) 
Average Recovery includes only those realized investments in which we experience a loss of principal on a cumulative cash flow basis and is calculated by dividing the total actual cash inflows for each respective investment, including all interest, principal and fee note repayments, dividends and transactions fees, if applicable, by the total actual cash outflows for each respective investment. For MOF II, we have presented the Average Recovery as “NM” or “Not Meaningful” because we believe the number of realized losses for each respective vehicle is not sufficient to provide an accurate representation of the expected Average Recovery for each vehicle.
(4) 
For Medley SBIC, MOF II, MOF III, and SMAs, the Gross Portfolio Internal Rate of Return represents the cumulative investment performance from inception of each respective fund through September 30, 2017.March 31, 2019. The Gross Portfolio Internal Rate of Return includes both realized and unrealized investments and excludes the impact of base management fees, incentive fees and other fund related expenses. For realized investments, the investment returns were calculated based on the actual cash outflows and inflows for each respective investment and include all interest, principal and fee note repayments, dividends and transactions fees, if applicable. For unrealized investments, the investment returns were calculated based on the actual cash outflows and inflows for each respective investment and include all interest, principal and fee note repayments, dividends and transactions fees, if applicable. The investment return assumes that the remaining unrealized portion of the investment is realized at the investment’s most recent fair value, as calculated in accordance with U.S. GAAP. There can be no assurance that the investments will be realized at these fair values and actual results may differ significantly.
(5) 
Earnings from Medley SBIC are paid to MCC. The Net Internal Rate of Return for Medley SBIC was calculated based upon i) the actual cash contribution and distributions to/from MCC and Medley SBIC ii) an allocable portion of MCC’s management and incentive fees and general fund related expenses and iii) assumes the NAV as of the measurement date is distributed to MCC. As of September 30, 2017,March 31, 2019, Medley SBIC Net Internal Rate of Return as described above assuming only the inclusion of management fees was 19.3%13.5%.
(6) 
Net Investor Internal Rate of Return for MOF II and MOF III was calculated net of all management fees and carried interest allocation since inception and was computed based on the actual dates of capital contributions and the ending aggregate partners’ capital at the end of the period.
(7) 
Net Investor Internal Rate of Return for our SMAs was calculated using the Gross Portfolio Internal Rate of Return, as described in note 4, and includes the actual management fees, incentive fees and general fund related expenses.


14




Results of Operations
The following table and discussion sets forth information regarding our condensed consolidated results of operations for the three and nine months ended September 30, 2017March 31, 2019 and 2016.2018. The unaudited condensed consolidated financial statements of Medley have been prepared on substantially the same basis for all historical periods presented.
For the Three Months Ended
March 31,
For the Three Months Ended
September 30,
 For the Nine Months Ended September 30,2019 2018
2017 2016 2017 2016   
(Amounts in thousands, except AUM data)(in thousands, except AUM data)
Revenues 
  
  
  
 
  
Management fees$14,838
 $15,262
 $41,934
 $50,220
Performance fees(202) 1,446
 (1,846) 1,706
Management fees (includes Part I incentive fees of $0 for each of the three months ending March 31, 2019 and 2018)$10,913
 $12,085
Other revenues and fees2,016
 2,172
 7,004
 5,851
2,441
 2,329
Investment income:   
Carried interest352
 165
Other investment income (loss)63
 (183)
Total Revenues16,652
 18,880
 47,092
 57,777
13,769
 14,396
          
Expenses 
  
  
  
 
  
Compensation and benefits6,382
 6,964
 17,881
 21,396
8,021
 8,331
Performance fee compensation(14) (212) (845) (238)
General, administrative and other expenses3,510
 8,801
 8,932
 25,679
3,254
 4,509

9,878
 15,553
 25,968
 46,837
Total Expenses11,275
 12,840
          
Other Income (Expense) 
  
    
 
  
Dividend income1,428
 312
 2,896
 755
572
 1,429
Interest expense(2,718) (2,403) (9,131) (6,593)(2,898) (2,681)
Other income (expense), net(282) 55
 1,299
 (1,559)3,571
 (9,755)
Total Other Expense, Net(1,572) (2,036) (4,936) (7,397)
Income before income taxes5,202
 1,291
 16,188
 3,543
Provision for income taxes652
 77
 1,493
 291
Net Income4,550
 1,214
 14,695
 3,252
Net income attributable to redeemable non-controlling interests and non-controlling interests in consolidated subsidiaries1,917
 438
 4,709
 1,106
Net income attributable to non-controlling interests in Medley LLC2,172
 556
 8,557
 1,774
Net Income Attributable to Medley Management Inc.$461
 $220
 $1,429
 $372
Total Other Income (Expense), Net1,245
 (11,007)
Income (loss) before income taxes3,739
 (9,451)
(Benefit from) provision for income taxes(23) 190
Net Income (Loss)3,762
 (9,641)
Net income (loss) attributable to redeemable non-controlling interests and non-controlling interests in consolidated subsidiaries4,195
 (4,514)
Net loss attributable to non-controlling interests in Medley LLC(361) (3,899)
Net Loss Attributable to Medley Management Inc.$(72) $(1,228)
          
Other data (at period end, in millions):          
AUM$5,296
 $5,011
 $5,296
 $5,011
$4,668
 $5,076
Fee earning AUM$3,241
 $3,111
 $3,241
 $3,111
$2,711
 $3,040


15




Three Months Ended September 30, 2017March 31, 2019 Compared to Three Months Ended September 30, 2016March 31,2018
Revenues
Management Fees. Total management fees decreased by $0.4$1.2 million, or 3%10%, to $14.8$10.9 million forduring the three months ended September 30, 2017March 31, 2019 compared to the three months ended September 30, 2016. March 31, 2018.
Our management fees from permanent capital vehicles decreased by $0.9 million during the three months ended September 30, 2017March 31, 2019 compared to the same period in 2016.2018. The decrease was primarily due to a decline in Part I incentive fees of $1.1 million from SIC, offset in part by an increase inlower base management fees from SIC.both SIC and MCC as a result of a decrease in fee earning assets under management.
Our management fees from long-dated private funds and SMAs increaseddecreased by $0.5$0.3 million, foror 8%, during the three months ended September 30, 2017,March 31, 2019, compared to the same period in 2016. The increase was primarily due to an increase in base management fees across most funds.
Performance Fees. Performance fees decreased by $1.6 million to a loss of $0.2 million during the three months ended September 30, 2017 compared to $1.4 million for the same period in 2016. The variance was attributed primarily to declines in the underlying fund values of our SMAs.2018.
Other Revenues and Fees. Other revenues and fees decreasedincreased by $0.2$0.1 million or 7%, to $2.0$2.4 million forduring the three months ended September 30, 2017March 31, 2019 compared to the same period in 2016.2018. The decreaseincrease was primarily due to an increase in consulting fees for providing non-advisory services related to one of our private long dated funds.
Investment Income. Investment income increased by approximately $0.4 million during the three months ended March 31, 2019 compared to the same period in 2018. The increase was primarily due to a decreasean increase in administrative feescarried interest earned and unrealized gains from our permanent capital vehicles.equity method investments.
Expenses
Compensation and Benefits. Compensation and benefits expenses decreased by $0.6$0.3 million or 8% to $6.4$8.0 million for the three months ended September 30, 2017March 31, 2019, compared to the same period in 2016.2018. The decrease was due primarily to lower discretionary compensation accruals.
Performance Fee Compensation. Performance fee compensation increased by $0.2 million during the three months ended September 30, 2017 as compared same period in 2016. The increase was due primarily to a reversal of performance fee compensation during the three months ended September 30, 2016 due to a decrease in Part I incentive fees recognized from one of our permanent capital vehicles.severance expense offset in part by an increase in stock-based compensation expense.
General, Administrative and Other Expenses. General, administrative and other expenses decreased by $5.3$1.3 million to $3.5$3.3 million forduring the three months ended September 30, 2017March 31, 2019 compared to the same period in 2016.2018. The decrease was due primarily to a $5.3$0.7 million decrease in expense support agreementprofessional fees as well as a $0.5 million decrease in expenses related to SIC. The expense support agreementassociated with SIC expired on December 31, 2016, as such, we are no longer responsible for expenses under the expense support agreement relating to SIC.our consolidated fund, STRF.
Other Income (Expense)
Dividend Income. Dividend income increaseddecreased by $1.1$0.9 million to $1.4$0.6 million forduring the three months ended September 30, 2017March 31, 2019 compared to the same period in 2016.2018. The increasedecrease was primarily due to a reduction in dividend income from our investment in available for sale securities due to additional purchases made during 2017.shares of MCC.
Interest Expense. Interest expense increased by $0.3$0.2 million or 13%, to $2.7$2.9 million forduring the three months ended September 30, 2017March 31, 2019 compared to the same period in 2016.2018. The increase was primarily the result of the refinancing ofdue to interest expense associated with our indebtedness from the issuance of senior unsecured debt. Average debt outstanding during the three months ended September 30, 2017 and 2016 was $132.6 million and $105.8 million, respectively.due to former minority interest holder liability.
Other Income (Expenses), net. Other income (expenses), net was a loss of $0.3increased by $13.3 million forto $3.6 million during the three months ended September 30, 2017 a decrease of $0.3 million asMarch 31, 2019 compared to the same period in 2016.2018. The decreaseincrease was due primarily to lowera $3.5 million unrealized gain on our investment in MCC during the three months ended March 31, 2019 as compared to a $9.6 million unrealized loss recorded during the same period in 2018. The $3.5 million unrealized gain in 2019 and $6.1 million of the $9.6 million unrealized loss during the same period in 2018 were allocated to non-controlling interests in consolidated subsidiaries which did not have any impact on the income from our investments which we account for under the equity method of accounting.attributed to Medley Management Inc. and non-controlling interests in Medley LLC.
Provision for Income Taxes
Our provision for income taxes in any given interim period is recorded based on an estimated full-year tax rate adjusted for the tax effect of discrete items in the period they occur. Our effective income tax rate was 12.5%(0.6)% and 6.0%(2.0)% for the three months ended September 30, 2017March 31, 2019 and 2016,2018, respectively. Our tax rate is affected by recurring items, such as permanent differences and income allocated to certain redeemable non-controlling interests which is not subject to U.S. federal, state and local corporate income taxes. The increase in theOur effective tax rate is also impacted by discrete items that may occur in any given period, but are not consistent from period to period. The variance in our effective tax rate was primarily attributed to income (losses) allocated to one of our non-controlling interests of $4.0 million and $(5.2) million for the three months ended March 31, 2019 and 2018, respectively, which was not subject to income taxes and the recording of a $0.6 million valuation allowance during the three months ended September 30, 2017 as comparedMarch 31, 2018 relating to the same period in 2016 was primarily attributed to the impactportion of discrete itemsour deferred tax asset associated with the vestingcumulative unrealized losses on shares of RSUs partly offset by an increase in taxable income allocable to non-controlling interests which is not subject to corporate income taxes.MCC.


16




Redeemable Non-Controlling Interests and Non-Controlling Interests in Consolidated Subsidiaries
Net income attributable to redeemable non-controlling interests and non-controlling interests in consolidated subsidiaries increased by $1.5$8.7 million to $1.9$4.2 million for the three months ended September 30, 2017March 31, 2019 compared to the same period in 2016. The increase was due primarily to an increase in dividend income earned and allocated to DB MED Investor I LLC, a third party, based on its preferred ownership interests held in one of our consolidated subsidiaries.
Nine Months Ended September 30, 2017 Compared to Nine Months Ended September 30,2016
Revenues
Management Fees. Total management fees decreased by $8.3 million, or 16%, to $41.9 million for the nine months ended September 30, 2017 compared to the nine months ended September 30, 2016. 
Our management fees from permanent capital vehicles decreased by $9.6 million during the nine months ended September 30, 2017 compared to the same period in 2016. The decrease was due to a decline in Part I incentive fees of $6.0 million from SIC and $4.1 million from MCC, offset in part, by an increase in base management fees from SIC.
Our management fees from long-dated private funds and SMAs increased by $1.3 million for the nine months ended September 30, 2017, compared to the same period in 2016.2018. The increase was primarily due to the allocation of an increase in base management fees from our SMAs.
Performance Fees. There was a reversalunrealized gain on shares of performance fees of $1.8 million during the nine months ended September 30, 2017 compared to an accrual performance fees revenue of $1.7 million for the same period in 2016. The variance was attributed primarily to declines in the underlying fund values of our SMAs.
Other Revenues and Fees. Other revenues and fees increased by $1.2 million, or 20%, to $7.0 million for the nine months ended September 30, 2017 compared to the same period in 2016. The increase was due primarily to an increase in administrative fees from our permanent capital vehicles and other private funds.
Expenses
Compensation and Benefits. Compensation and benefits decreased by $3.5 million, or 16% to $17.9 million for the nine months ended September 30, 2017 compared to the same period in 2016. The variance was due primarily to a decrease in stock compensation expense as a result of forfeited RSUs as well as lower discretionary compensation accruals, partly offset by an increase in severance charges.
Performance Fee Compensation. There was a reversal in performance fee compensation of $0.8 million during the nine months ended September 30, 2017 as compared to a reversal of performance fee compensation of $0.2 million for the same period in 2016. The variance in performance fee compensation was due primarily to changes in projected future payments.
General, Administrative and Other Expenses. General, administrative and other expenses decreased by $16.7 million to $8.9 million for the nine months ended September 30, 2017 compared to the same period in 2016. The decrease was due primarily to a $16.1 million decrease in expense support agreement expenses related to SIC. The expense support agreement with SIC expired on December 31, 2016, as such, we are no longer responsible for expenses under the expense support agreement relating to SIC. The remaining variance was due primarily to a decrease in professional fees, employee recruitment and other office related expenses.
Other Income (Expense)
Dividend Income. Dividend income increased by $2.1 million to $2.9 million for the nine months ended September 30, 2017 compared to the same period in 2016. The increase was primarily due to dividend income from our investment in available for sale securities due to additional purchases made during 2017.
Interest Expense. Interest expense increased by $2.5 million, or 38%, to $9.1 million for the nine months ended September 30, 2017 compared to the same period in 2016. The increase was primarily due to an acceleration of amortization of debt issuance costs and discount relating to prepayments made on our Term Loan Facility as a result of the refinancing of our indebtedness from the issuance of senior unsecured debt. In addition, our average debt outstanding during the nine months ended September 30, 2017 and 2016 was $126.5 million and $105.5 million, respectively.
Other Income (Expenses), net. Other income (expenses), net increased by $2.9 million to $1.3 million for the nine months ended September 30, 2017 compared to the same period in 2016. The increase was due primarily to the revaluation of our revenue share payable and an impairment charge taken during the nine months ended September 30, 2016 on our investment in CK Pearl Fund LLC offset, in part, by unrealized losses on our investments.


Provision for Income Taxes
Our provision for income taxes in any given interim period is recorded based on an estimated full-year tax rate adjusted for discrete items in the period they occur. Our effective income tax rate was 9.2% and 8.2% for the nine months ended September 30, 2017 and 2016, respectively. Our tax rate is affected by recurring items, such as permanent differences and income allocated to non-controlling interests which is not subject to U.S. federal, state and local corporate income taxes. The increase in the effective tax rate during the nine months ended September 30, 2017 as compared to the same period in 2016 was primarily attributed to the impact of discrete items associated with the vesting and forfeiture of RSUs partly offset by an increase in taxable income allocable to non-controlling interests which is not subject to corporate income taxes.
Redeemable Non-Controlling Interests and Non-Controlling Interests in Consolidated Subsidiaries
Net income attributable to redeemable non-controlling interests and non-controlling interests in consolidated subsidiaries increased by $3.6 million to $4.7 million for the nine months ended September 30, 2017 compared to the same period in 2016. The increase was due primarily to an increase in dividend income earned and allocatedMCC to DB MED Investor I LLC, a third party, based on its preferred ownership interests held in one of our consolidated subsidiaries.
Reconciliation of Certain Non-GAAP Performance Measures to Consolidated U.S. GAAP Financial Measures
In addition to analyzing our results on a GAAP basis, management also makes operating decisions and assesses business performance based on the financial and operating metrics and data that are presented in the table below. Management believes that these measures provide analysts, investors and management with helpful information regarding our underlying operating performance and our business, as they remove the impact of items management believes are not reflective of underlying operating performance. These non-GAAP measures are also used by management for planning purposes, including the preparation of internal budgets; and for evaluating the effectiveness of operational strategies. Additionally, we believe these non-GAAP measures provide another tool for investors to use in comparing our results with other companies in our industry, many of whom use similar non-GAAP measures. There are limitations associated with the use of non-GAAP financial measures as compared to the use of the most directly comparable U.S. GAAP financial measure and these measures supplement and should be considered in addition to and not in lieu of the results of operations discussed below. Furthermore, such measures may be inconsistent with measures presented by other companies.
Net income attributable to Medley Management Inc. and non-controlling interests in Medley LLC is the U.S. GAAP financial measure most comparable to Core Net Income and Core EBITDA.


The following table is a reconciliation of net income attributable to Medley Management Inc. and non-controlling interests in Medley LLC on a consolidated basis to Core Net Income and Core EBITDA.
For the Three Months Ended
September 30,
 For the Nine Months Ended September 30,For the Three Months Ended
March 31,
2017 2016 2017 20162019 2018
(Amounts in thousands, except share and per share amounts)(in thousands, except share and per share amounts)
Net income attributable to Medley Management Inc.$461
 $220
 $1,429
 $372
Net income attributable to non-controlling interests in
Medley LLC
2,172
 556
 8,557
 1,774
Net income attributable to Medley Management Inc. and non-controlling interests in Medley LLC$2,633
 $776
 $9,986
 $2,146
Net loss attributable to Medley Management Inc.$(72) $(1,228)
Net loss attributable to non-controlling interests in Medley LLC(361) (3,899)
Net loss attributable to Medley Management Inc. and non-controlling interests in Medley LLC$(433) $(5,127)
Reimbursable fund startup expenses596
 5,647
 847
 16,391
167
 623
IPO date award stock-based compensation532
 672
 189
 2,018
42
 141
Other non-core items (1)
238
 211
 2,550
 732
Expenses associated with strategic initiatives311
 852
Other non-core items:   
Unrealized losses on shares of MCC
 3,543
Severance expense740

1,886
Income tax expense on adjustments(148) (754) (401) (2,207)(122)
(661)
Core Net Income$3,851
 $6,552
 $13,171
 $19,080
$705
 $1,257
Interest expense2,718
 2,192
 7,982
 6,382
2,898
 2,681
Income taxes800
 831
 1,894
 2,498
99
 851
Depreciation and amortization223
 243
 690
 678
178
 219
Core EBITDA$7,592
 $9,818
 $23,737
 $28,638
$3,880
 $5,008
          
Core Net Income Per Share$0.09
 $0.14
 $0.28
 $0.40
$0.02
 $0.05
          
Pro-Forma Weighted Average Shares Outstanding (2)
30,777,252
 30,779,206
 30,922,950
 30,652,109
Pro-Forma Weighted Average Shares Outstanding (1)
32,117,893
 30,635,399


17




(1) 
For the three months ended September 30, 2017, other non-core items consistThe calculation of severance costs to former employees as well as other nonrecurring items. For the nine months ended September 30, 2017, other non-core items also consists of $1.2 million in additional interest expense associated with the acceleration of amortization of debt issuance costs and discount relating to prepayments made on our Term Loan Facility as a result of the refinancing of our indebtedness from the issuance of Senior Unsecured Debt and $1.2 million in severance costs to former employees. For the three and nine months ended September 30, 2016, other non-core items consists of a $0.2 million acceleration of debt issuance costs relating to prepayments made on our Term Loan Facility as a result of refinancing of our indebtedness from the issuance of Senior Unsecured Debt. For the nine months ended September 30, 2016, other non-core items also includes a $0.5 million impairment loss on our investment in CK Pearl Fund.
(2)
AssumesPro-Forma Weighted Average Shares Outstanding assumes the conversion by the pre-IPO holders of 23,333,333 Medleyup to 24,705,970 vested and unvested LLC unitsUnits for 23,333,33324,705,970 shares of Class A common stock at the beginning of each period presented, as well as the vesting of the weighted average number of restricted stock units granted to employees and in 2017, 320,000 restricted LLC unitsdirectors during each of the periods presented and conversion of such restricted LLC units for an equal number of shares of Class A common stock.
presented.


The calculation of Core Net Income Per Share is presented in the table below:
For the Three Months Ended
March 31,
For the Three Months Ended
September 30,
 For the Nine Months Ended September 30,2019 2018
2017 2016 2017 2016   
(Amounts in thousands, except share and per share amounts)(in thousands, except share and per share amounts)
Numerator 
  
  
  
 
  
Core Net Income$3,851
 $6,552
 $13,171
 $19,080
$705
 $1,257
Add: Income taxes800
 831
 1,894
 2,498
99
 851
Pre-Tax Core Net Income$4,651
 $7,383
 $15,065
 $21,578
$804
 $2,108
          
Denominator 
  
  
  
 
  
Class A common stock5,342,939
 5,778,409
 5,578,003
 5,802,334
5,754,665
 5,483,303
Conversion of LLC Units and restricted LLC Units to Class A common stock23,653,333
 23,333,333
 23,592,381
 23,333,333
24,650,414
 23,670,187
Restricted stock units1,780,980
 1,667,464
 1,752,566
 1,516,442
1,712,814
 1,481,909
Pro-Forma Weighted Average Shares Outstanding30,777,252
 30,779,206
 30,922,950
 30,652,109
32,117,893
 30,635,399
Pre-Tax Core Net Income Per Share$0.15
 $0.24
 $0.49
 $0.70
$0.03
 $0.07
Less: corporate income taxes per share (1)
(0.06) (0.10) (0.21) (0.30)(0.01) (0.02)
Core Net Income Per Share$0.09
 $0.14
 $0.28
 $0.40
$0.02
 $0.05
(1) 
Assumes that all of our pre-tax earnings are subject to federal, state and local corporate income taxes. In determining corporate income taxes, we used a combined effective corporate tax rate of 43.0%33.0%.
Net Income Margin is the U.S. GAAP financial measure most comparable to Core Net Income Margin. Net Income margin is equal to Net income attributable to Medley Management Inc. and non-controlling interests in Medley LLC divided by total revenue. The following table is a reconciliation of Net Income Margin to Core Net Income Margin.
For the Three Months Ended
September 30,
 For the Nine Months Ended September 30,For the Three Months Ended
March 31,
2017 2016 2017 20162019 2018
Net Income Margin15.8 % 4.1 % 21.2 % 3.7 %(3.1)% (35.6)%
Reimbursable fund startup expenses (1)
3.6 % 29.9 % 1.8 % 28.4 %1.3 % 4.3 %
IPO date award stock-based compensation (1)
3.2 % 3.6 % 0.4 % 3.5 %0.3 % 1.0 %
Other non-core items (1)(2)
1.4 % 1.1 % 5.4 % 1.3 %
Expenses associated with strategic initiatives2.3 % 5.9 %
Other non-core items: (1)
   
Unrealized losses on shares of MCC % 24.6 %
Severance expense5.4 % 13.1 %
Provision for income taxes (1)
3.9 % 0.4 % 3.2 % 0.5 %(0.2)% 1.3 %
Corporate income taxes (3)
(12.0)% (16.8)% (13.8)% (16.1)%
Corporate income taxes (2)
(0.9)% (4.8)%
Core Net Income Margin15.9 % 22.3 % 18.2 % 21.3 %5.1 % 9.8 %
(1) 
Adjustments to Net income attributable to Medley Management Inc. and non-controlling interests in Medley LLC to calculate Core Net Income are presented as a percentage of total revenue.
(2) 
For the three months ended September 30, 2017, other non-core items consist of severance costs to former employees as well as other nonrecurring items. For the nine months ended September 30, 2017, other non-core items also consists of $1.2 million in additional interest expense associated with the acceleration of amortization of debt issuance costs and discount relating to prepayments made on our Term Loan Facility as a result of the refinancing of our indebtedness from the issuance of Senior Unsecured Debt and $1.2 million in severance costs to former employees. For the three and nine months ended September 30, 2016, other non-core items consists of a $0.2 million acceleration of debt issuance costs relating to prepayments made on our Term Loan Facility as a result of refinancing of our indebtedness from the issuance of Senior Unsecured Debt. For the nine months ended September 30, 2016, other non-core items also includes a $0.5 million impairment loss on our investment in CK Pearl Fund.
(3)
Assumes that all our pre-tax earnings, including adjustments above, are subject to federal, state and local corporate income taxes. In determining corporate income taxes, we used a combined effective corporate tax rate of 43.0% and presented the calculation as a percentage of total revenue.33.0%.


18




Liquidity and Capital Resources
Our primary cash flow activities involve: (i) generating cash flow from operations, which largely includes management fees; (ii) making distributions to our members and redeemable non-controlling interests; (iii) paying dividends and (iv) borrowings, interest payments and repayments under our debt facilities. As of September 30, 2017, ourMarch 31, 2019, we had $12.5 million in cash and cash equivalents were $40.1 million.equivalents.
Our material source of cash from our operations is management fees, which are collected quarterly. We primarily use cash flows from operations to pay compensation and benefits, general, administrative and other expenses, federal, state and local corporate income taxes, debt service costs and distributions to our owners. Our cash flows, together with the proceeds from equity and debt issuances, are also used to fund investments in limited partnerships, purchase available for salepublicly traded securities, purchase fixed assets and other capital items. If cash flows from operations were insufficient to fund distributions, we expect that we would suspend paying such distributions.
Debt Instruments 
Senior Unsecured Debt
On August 9, 2016, Medley LLC completed a registered public offering of $25.0 million of an aggregate principal amount of 6.875% senior notes due 2026 (the “2026 Notes”). On October 18, 2016, Medley LLC completed a registered public offering of an additional $28.6 million in aggregate principal amount of the 2026 Notes. The 2026 Notes mature on August 15, 2026.
On January 18, 2017, Medley LLC completed a registered public offering of $34.5 million in aggregate principal amount of 7.25% senior notes due 2024 (the “2024 Notes”). On February 22, 2017, Medley LLC completed a registered public offering of an additional $34.5 million in aggregate principal amount of 2024 Notes. The 2024 Notes mature on January 30, 2024.
As of September 30, 2017,March 31, 2019, the outstanding senior unsecured debt balance was $116.7$117.8 million, and is reflected net of unamortized discount, unamortized premium and debt issuance costs of $5.9$4.8 million.
See Note 78, "Senior Unsecured Debt", to our unaudited condensed consolidated financial statements included in this Form 10-Q for additional information on the 2026 Notes and the 2024 Notes.
Revolving Credit Facility
On August 19, 2014, we entered into a $15.0 million senior secured revolving credit facility with City National Bank (as amended, the “Revolving Credit Facility”), as administrative agent and collateral agent thereunder, and the lenders from time to time party thereto. On September 22, 2017 we amended the Revolving Credit Facility to, among other things, extend the maturity date until March 31, 2020 and provide for an incremental facility in an amount up to $10.0 million upon the satisfaction of certain customary conditions. We intend to use any proceeds of borrowings under
Effective May 13, 2019 we terminated the Revolving Credit Facility for general corporate purposes, including funding our working capital needs.Facility. There were no early termination penalties incurred by us with the termination of the Revolving Credit Facility. We havehad not incurred any borrowings under the Revolving Credit Facility through September 30, 2017. Asthe date of September 30, 2017, we were in compliance with the financial covenants under our Revolving Credit Facility.
Interest Rate and Fees
Borrowings under the Revolving Credit Facility bear interest, at the option of the Company, either (i) at ABR, plus an applicable margin not to exceed 0.25 percentage points, or (ii) at an adjusted LIBOR plus an applicable margin not to exceed 2.50 percentage points. In addition to paying interest on any outstanding principal under the Revolving Credit Facility, we are required to pay an unused line fee on the first day of the second month following each fiscal quarter in an amount equal to (i) if the average daily balance for the applicable fiscal quarter was less than $9.0 million, 0.50% per annum, or (ii) if the average daily balance for the applicable fiscal quarter was equal to or greater than $9.0 million, 0.25% per annum.
Guarantees and Collateral
Any obligations under the Revolving Credit Facility are unconditionally and irrevocably guaranteed by certain of Medley LLC’s subsidiaries. In addition, any outstanding borrowings are collateralized by first priority or equivalent security interests in (i) all the capital stock of, or other equity interests in, the borrower and each of the borrower’s and Credit Agreement Guarantors’ direct or indirect domestic subsidiaries and 65% of the capital stock of, or other equity interests in, each of the borrower’s or any subsidiary guarantors’ direct wholly owned first-tier restricted foreign subsidiaries, and (ii) certain tangible and intangible assets of the borrower and the credit agreement guarantors (subject to certain exceptions and qualifications).
None of our non-wholly owned domestic subsidiaries are obligated to guarantee the Revolving Credit Facility.
Certain Covenants and Events of Default
The Revolving Credit Facility contains a number of significant affirmative and negative covenants and customary events of default. Such covenants, among other things, will limit or restrict, subject to certain exceptions, the ability of the borrower and its


restricted subsidiaries to:
incur additional indebtedness, make guarantees and enter into hedging arrangements;
create liens on assets;
enter into sale and leaseback transactions;
engage in mergers or consolidations;
make fundamental changes;
pay dividends and distributions or repurchase our capital stock;
make investments, loans and advances, including acquisitions;
engage in certain transactions with affiliates;
make changes in the nature of their business; and
make prepayments of junior debt.
In addition, the credit agreement governing our Revolving Credit Facility contains financial covenants that requires us to maintain a Maximum Net Leverage Ratio of not greater than 5.0 to 1.0, a Total Leverage Ratio of not greater than 7.0 to 1.0, and Core EBITDA of not less less than $15.0 million. These ratios are calculated on a trailing twelve months basis and are calculated using our financial results and include adjustments made to calculate Core EBITDA.
Our Revolving Credit Facility contains certain customary representations and warranties, affirmative covenants and events of default. If an event of default occurs, the lender under the Revolving Credit Facility will be entitled to take various actions, including the acceleration of any amounts due under the Revolving Credit Facility and all actions permitted to be taken by a secured creditor.termination.
Non-Recourse Promissory Notes
In April 2012, we borrowed $5.0 million under a non-recourse promissory note with a foundation, and $5.0 million under a non-recourse promissory note with a trust. TheThese notes are scheduled to mature in MarchJune 2019.
See Note 69 "Loans Payable" to our condensed consolidated financial statements included in this Form 10-Q for additional information regarding the promissory notes.


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Cash Flows
The significant captions and amounts from our condensed consolidated statements of cash flows are summarized below. Negative amounts represent a net outflow, or use of cash.
 For the Nine Months Ended September 30,
 2017 2016
 (Amounts in thousands)
Statements of cash flows data 
  
Net cash provided by operating activities$6,254
 $7,891
Net cash used in investing activities(34,977) (9,618)
Net cash provided by (used in) financing activities14,295
 (12,630)
Net increase (decrease) in cash and cash equivalents$(14,428) $(14,357)
 
For the Three Months Ended
March 31,
 2019 2018
    
 (in thousands)
Statements of cash flows data 
  
Net cash (used in) provided by operating activities$(1,957) $2,533
Net cash provided by (used in) investing activities101
 (14)
Net cash used in financing activities(2,865) (8,613)
Net decrease in cash and cash equivalents$(4,721) $(6,094)
 Operating Activities
Our net cash flow provided byoutflow from operating activities was $6.3 million and $7.9$2.0 million during the ninethree months ended September 30, 2017 and 2016, respectively.March 31, 2019. During the ninethree months ended September 30, 2017 and 2016,March 31, 2019, net cash flow provided byused in operating activities was attributed to net income of $14.7$3.8 million, and $3.3 million, respectively, non-cash adjustments of $6.0$(0.7) million and $4.3 million, respectively, and changesa net decrease in operating assets and liabilities of $(14.4)$5.1 million and $0.3 million, respectively.driven primarily by bonus payments of $5.1 million.
Investing Activities
Our investing activities generally reflect cash used for acquisitionsto acquire fixed assets, purchase investments, and make capital contributions to our equity method investments. Cash provided by our investing activities generally reflect return of fixed assets,capital distributions received from our equity method investments and purchases of available for sale securities. Purchases of fixed assets wereinvestment held at cost less than $0.1 million forimpairment. During the ninethree months ended September 30, 2017 and $1.9 million for the nine months ended September 30, 2016. Distributions receivedMarch 31, 2019, distributions from equity method investments during the nine months ended September 30, 2017 and 2016our investment held at cost less impairment were less then $0.1 million and $1.2 million, respectively. Excluding the investments held by our consolidated fund, purchases of available for sale securities were $35.0 million during the nine months ended September 30, 2017 and $8.8 million during the nine months ended September 30,


2016.million.
Financing Activities
Dividends paidThere were $4.4 million and $4.1 millionno dividend payments during the ninethree months ended September 30, 2017 and 2016, respectively.March, 31 2019. Distributions to members and redeemable non-controlling interests were $21.3 million for the nine months ended September 30, 2017 and $18.7 million for the nine months ended September 30, 2016. Capital contributions from non-controlling interests and redeemable non-controlling interests resulted in an inflow of cash of $23.0were $0.8 million for the ninethree months ended September 30, 2017 and $12.0March 31, 2019. Payments to a former minority interest holder in connection with our redemption of the former minority interest holder's membership units in one of our subsidiaries was $1.8 million during the ninethree months ended September 30, 2016. RepurchasesMarch 31, 2019. In addition, payments of Class A commontax withholdings related to net share settlement of restricted stock units represented a useoutflows of cash from financing activities of $3.6 million and $1.2$0.3 million for the ninethree months ended September 30, 2017 and 2016, respectively. Capital contributions to equity method investments represented a use of cash from financing activities of $0.2 million for each of the nine months ended September 30, 2017 and 2016, respectively.
On August 9, 2016, Medley LLC completed its first registered public offering of senior unsecured debt and on October 18, 2016, January 18, 2017, and February 22, 2017 Medley LLC completed additional registered public offerings of senior unsecured debt. The proceeds from these offerings, net of offering expenses payable by us, amounted to $116.2 million. The net proceeds from the offering were used to pay-down the outstanding indebtedness under the Term Loan Facility with the remaining amount to be used for working capital purposes. Repayments of loans payable resulted in an outflow of cash of $44.8 million and $23.8 million for the nine months ended September 30, 2017 and 2016, respectively. Proceeds from the issuance of debt obligations provided an inflow of cash of $69.1 million for the nine months ended September 30, 2017 and $24.2 million for the nine months ended September 30, 2016.March 31, 2019.
Sources and Uses of Liquidity
Our sources of liquidity are (i) cash on hand, (ii) net working capital, (iii) cash flows from operations, (iv) realizations on our investments, (v) net proceeds from borrowings under the Revolving Credit Facility and issuances of publicly-registered debt and (vi) other potential financings. We believe that these sources of liquidity will be sufficient to fund our working capital requirements and to meet our commitments in the foreseeable future. We expect that our primary liquidity needs will be comprised of cash to (i) provide capital to facilitate the growth of our existing investment management business, (ii) fund our commitments to funds that we advise, (iii) provide capital to facilitate our expansion into businessbusinesses that are complementary to our existing investment management business, (iv) pay operating expenses, including cash compensation to our employees and payments under the TRA, (v) fund capital expenditures, (vi) pay income taxes, and (vii) make distributions to our shareholders in accordance with our dividend policy.  
We intend to use a portion of our available liquidity to fund cash dividends to our common shareholders on a quarterly basis. Our ability to fund cash dividends to our common shareholders is dependent on a myriad of factors, including among others: general economic and business conditions; our strategic plans and prospects; our business and investment opportunities; timing of capital calls by our funds in support of our commitments; our financial condition and operating results; working capital requirements and other anticipated cash needs; contractual restrictions and obligations; legal, tax and regulatory restrictions; restrictions on the payment of distributions by our subsidiaries to us; and other relevant factors.
Critical Accounting Policies
We prepare our condensed consolidated financial statements in accordance with U.S. GAAP. In applying many of these accounting principles, we need to make assumptions, estimates or judgments that affect the reported amounts of assets, liabilities, revenues and expenses in our consolidated financial statements. We base our estimates and judgments on historical experience and other assumptions that we believe are reasonable under the circumstances. These assumptions, estimates or judgments, however, are


20




both subjective and subject to change, and actual results may differ from our assumptions and estimates. If actual amounts are ultimately different from our estimates, the revisions are included in our results of operations for the period in which the actual amounts become known. We believe the following critical accounting policies could potentially produce materially different results if we were to change underlying assumptions, estimates or judgments. See Note 2, “Summary of Significant Accounting Policies,” to our unaudited condensed consolidated financial statements included in this Form 10-Q for a summary of our significant accounting policies.
Principles of Consolidation
In accordance with ASC 810, Consolidation, we consolidate those entities where we have a direct and indirect controlling financial interest based on either a variable interest model or voting interest model. As such, we consolidate entities that we conclude are VIEs, for which we are deemed to be the primary beneficiary and entities in which we hold a majority voting interest or have majority ownership and control over the operational, financial and investing decisions of that entity.
For legal entities evaluated for consolidation, we must determine whether the interests that it holds and fees paid to it qualify as a variable interest in an entity. This includes an evaluation of the management fees and performance fees paid to us when acting as a decision maker or service provider to the entity being evaluated. Fees received by us that are customary and commensurate


with the level of services provided, and we don’t hold other economic interests in the entity that would absorb more than an insignificant amount of the expected losses or returns of the entity, would not be considered a variable interest. We factor in all economic interests including proportionate interests through related parties, to determine if fees are considered a variable interest.
An entity in which we hold a variable interest is a VIE if any one of the following conditions exist: (a) the total equity investment at risk is not sufficient to permit the legal entity to finance its activities without additional subordinated financial support, (b) the holders of equity investment at risk have the right to direct the activities of the entity that most significantly impact the legal entity’s economic performance, (c) the voting rights of some investors are disproportionate to their obligation to absorb losses or rights to receive returns from a legal entity. For limited partnerships and other similar entities, non-controlling investors must have substantive rights to either dissolve the fund or remove the general partner (“kick-out rights”) in order to qualify as a VIE.
For those entities that qualify as a VIE, the primary beneficiary is generally defined as the party who has a controlling financial interest in the VIE. We are generally deemed to have a controlling financial interest if we have the power to direct the activities of a VIE that most significantly impact the VIE’s economic performance, and the obligation to absorb losses or receive benefits from the VIE that could potentially be significant to the VIE. We determine whether we are the primary beneficiary of a VIE at the time we become initially involved with the VIE and we reconsider that conclusion continuously. The primary beneficiary evaluation is generally performed qualitatively on the basis of all facts and circumstances. However, quantitative information may also be considered in the analysis, as appropriate. These assessments require judgments. Each entity is assessed for consolidation on a case-by-case basis. 
For those entities evaluated under the voting interest model, we consolidate the entity if we have a controlling financial interest. We have a controlling financial interest in a voting interest entity (“VOE”) if we own a majority voting interest in the entity.
Performance Fees
Performance fees are contractual fees which do not represent a capital allocation of income to the general partner or investment manager that are earned based on the performance of certain specific hurdle rates as defined in the funds’ applicable investment management or partnership agreements.funds, typically, our separately managed accounts. Performance fees are recordedearned based on an accrual basisthe fund performance during the period, subject to the extent such amounts are contractually due.
achievement of minimum return levels in accordance with the respective terms set out in each fund’s investment management agreement. We have elected to adopt Method 2 ofaccount for performance fees in accordance with ASC 605,606, Revenue Recognitionfrom Contracts with Customers, for revenueand we will only recognize performance fees when it is probable that a significant reversal of such fees will not occur in the future.
Carried Interest
Carried interest are performance based fees that represent a capital allocation of income to the general partner or investment manager. Carried interest is allocated to us based on a formula. cumulative fund performance to date, subject to the achievement of minimum return levels in accordance with the respective terms set out in each fund’s governing documents.
Effective January 1, 2018, we account for carried interest under, ASC 323, Investments-Equity Method and Joint Ventures. Under this method,standard, we are entitled to performance-based fees that can amount torecord carried interest in a consistent manner as much as 20.0% of a fund's profits, subject to certain hurdles. Performance-based fees are assessed as a percentage of the investment performance of the funds. The performance fee for any periodwe historically had which is based upon an assumed liquidation of thethat fund's net assets on the reporting date, and distribution of the net proceeds in accordance with the fund's income allocation provisions. The performance fees may be subject to reversal to the extent that the performance fees recorded exceeds the amount due to the general partner or investment manager based on a fund's cumulative investment returns.
Performance fees receivable is presented separately in our unaudited condensed consolidated balance sheets included in this Form 10-Q and represents performance fees recognized but not yet collected. The timing of the payment of performance fees due to the general partner or investment manager varies depending on the terms of the applicable fund agreements.
If applicable, we record an accrual for the potential repayment of previously received performance fees which represents amounts that would need to be repaid to the underlying funds if these funds were to be liquidated based on the current fair value of the underlying funds’ investments as of the reporting date, regardless of whether such amounts have been realized. For any given period, carried interest on our condensed consolidated statements of operations may include reversals of previously recognized carried interest due to a decrease in the value of a particular fund that results in a decrease of cumulative fees earned to date. Since


21




fund return hurdles are cumulative, previously recognized carried interest also may be reversed in a period of appreciation that is lower than the particular fund's hurdle rate.
Carried interest received in prior periods may be required to be returned by us in future periods if the funds’ investment performance declines below certain levels. Each fund is considered separately in this regard and, for a given fund, carried interest can never be negative over the life of a fund. If upon a hypothetical liquidation of a fund’s investments, at their then current fair values, previously recognized and distributed carried interest would be required to be returned, a liability is established for the potential clawback obligation. Our actual obligation, however, would not become payable or realized until the end of a fund’s life.
Performance Fee Compensation Payable
We have an obligation to pay our professionals a portion of the performance fees earned from certain funds. These amounts are accounted for as compensation expense in conjunction with the recognition of the related performance fee revenue and, until paid, are recognized as performance fee compensation payable. Performance fee compensation is recognized in the same period that the related performance fees are recognized. Performance fee compensation can be reversed during periods when there is a decline in performance fees that were previously recognized.
Income Taxes
We account for income taxes using the asset and liability approach, which requires the recognition of tax benefits or expenses for temporary differences between the financial reporting and tax basis of assets and liabilities. A valuation allowance is established when necessary to reduce deferred tax assets to the amounts expected to be realized. We also recognize a tax benefit from uncertain tax positions only if it is “more likely than not” that the position is sustainable based on its technical merits. Our policy is to recognize interest and penalties on uncertain tax positions and other tax matters as a component of income tax expense. For interim periods, we account for income taxes based on itsour estimate of the effective tax rate for the year. Discrete items and changes in itsour estimate of the annual effective tax rate are recorded in the period they occur.


Medley Management Inc., is subject to U.S. federal, state and local corporate income taxes on its allocable portion of taxable income from Medley LLC at prevailing corporate tax rates, which are reflected in our unaudited condensed consolidated financial statements.statements included in this Form 10-Q. Medley LLC and its subsidiaries are not subject to federal, state and local corporate income taxes since all income, gains and losses are passed through to its members. However, Medley LLC and its subsidiaries are subject to New York City’s unincorporated business tax, which is also included in our provision for income taxes.
We analyze our tax filing positions in all of the U.S. federal, state and local tax jurisdictions where we are required to file income tax returns, as well as for all open tax years in these jurisdictions. If, based on this analysis, we determine that uncertainties in tax positions exist, a liability is established.
Stock-based Compensation
We account for stock-based compensation in accordance with ASC 718, Compensation – Stock Compensation. Under the fair value recognition provision of this guidance, share-based compensation cost is measured at the grant date based on the fair value of the award and is recognized as expense over the requisite service period.
Prior to January 1, 2017, stock-based compensation expense was based on awards ultimately expected to vestperiod and was reduced for estimated forfeitures. We estimated our forfeiture rate based on our historical experience and revised our estimate if actual forfeitures differed from our initial estimates. Effective January 1, 2017, we adopted a change in accounting policy as a result of the adoption of ASU 2016-09 to account for forfeitures as they occur.
Stock-based compensation expense relating to equity based awards are measured at fair value as of the grant date, reduced for actual forfeitures and expensed overin the vesting period on a straight-line basisthey occur. Stock-based compensation is included as a component of compensation and benefits in our consolidated statements of operations.
Recent Accounting Pronouncements
Information regarding recent accounting pronouncements and their impact on us can be found in Note 2, “Summary of Significant Accounting Policies,” to our auditedunaudited condensed consolidated financial statements included in this Form 10-Q.
Off-Balance Sheet Arrangements
In the normal course of business, we may engage in off-balance sheet arrangements, including transactions in guarantees, commitments, indemnifications and potential contingent repayment obligations.
See Note 9,12,Commitments and Contingencies,” to our unaudited condensed consolidated financial statements included in this Form 10-Q for a discussion of our commitments and contingencies.


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Contractual Obligations
The following table sets forth information relating to our contractual obligations as of September 30, 2017.March 31, 2019. 
Less than
1 year
 
1 - 3
years
 
4 - 5
years
 
More than
5 years
 Total
Less than
1 year
 
1 - 3
years
 
4 - 5
years
 
More than
5 years
 Total         
(Amounts in thousands)(in thousands)
Medley Obligations 
  
  
  
  
 
  
  
  
  
Operating lease obligations (1)
$2,703
 $5,494
 $4,978
 $2,431
 $15,606
$2,724
 $5,258
 $3,653
 $
 $11,635
Loans payable (2)

 10,000
 
 
 10,000
10,000
 
 
 
 10,000
Senior unsecured debt (3)

 
 
 122,595
 122,595

 
 
 122,595
 122,595
Payable to former minority interest holder of SIC Advisors LLC (Note 10)3,500
 7,000
 1,750
 
 12,250
Revenue share payable1,379
 1,692
 1,062
 
 4,133
1,395
 1,567
 58
 
 3,020
Capital commitments to funds (4)
330
 
 
 
 330
256
 
 
 
 256
Total$4,412
 $17,186
 $6,040
 $125,026
 $152,664
$17,875
 $13,825
 $5,461
 $122,595
 $159,756
(1) 
We lease office space in New York and San Francisco under non-cancelable lease agreements. The amounts in this table represent the minimum lease payments required over the term of the lease, and include operating leases for office equipment.
(2) 
We have included all loans described in Note 6,9,Loans Payable,” to our unaudited condensed consolidated financial statements included in this Form 10-Q.
(3) 
We have included all our obligations described in Note 7,8,Senior Unsecured Debt,” to our unaudited condensed consolidated financial statements included in this Form 10-Q. In addition to the principal amounts above, the Company is required to make quarterly interest payments of $1.2 million related to our 2024 Notes and $0.9 million related to our 2026 Notes.
(4) 
Represents equity commitments by us to certain long-dated private funds managed by us. These amounts are generally due on demand and are therefore presented in the less than one year category.


Indemnifications
In the normal course of business, we enter into contracts that contain indemnities for our affiliates, persons acting on our behalf or such affiliates and third parties. The terms of the indemnities vary from contract to contract and the maximum exposure under these arrangements, if any, cannot be determined and has neither been recorded in our consolidated financial statements. As of September 30, 2017,March 31, 2019, we have not had prior claims or losses pursuant to these contracts and expect the risk of loss to be remote.
Contingent Obligations
The partnership documents governing our funds generally include a clawback provision that, if triggered, may give rise to a contingent obligation that may require the general partner to return amounts to the fund for distribution to investors. Therefore, performance fee revenue,carried interest, generally, is subject to reversal in the event that the funds incur future losses. These losses are limited to the extent of the cumulative performance fee revenuecarried interest recognized in income to date, net of a portion of taxes paid. Due in part to our investment performance and the fact that our performance fee revenuecarried interest is generally determined on a liquidation basis, as of September 30, 2017,March 31, 2019, we accrued $7.2 million for clawback obligations that would need to be paid had the funds been liquidated as of that date. There can be no assurance that we will not incur additional clawback obligations in the future. If all of the existing investments were valued at $0, the amount of cumulative performance fee revenuecarried interest that havehas been recognized would be reversed. We believe that the possibility of all of the existing investments becoming worthless is remote. At September 30, 2017,March 31, 2019, had we assumed all existing investments were valued at $0, the net amount of performance fee revenuecarried interest subject to additional reversal would have been approximately $5.6$0.7 million.
Performance fee revenueCarried interest is also affected by changes in the fair values of the underlying investments in the funds that we advise. Valuations, on an unrealized basis, can be significantly affected by a variety of external factors including, but not limited to, bond yields and industry trading multiples. Under the governing agreements of certain of our funds, we may have to fund additional amounts on account of clawback obligations beyond what we received in performance fee compensation on account of distributions of performance fee payments made to current or former professionals from such funds if they do not fund their respective shares of such clawback obligations. We will generally retain the right to pursue any remedies that we have under such governing agreements against those carried interest recipients who fail to fund their obligations.
Additionally, at the end of the life of the funds, there could be a payment due to a fund by us if we have recognized more performance fee revenuecarried interest than was ultimately earned. The general partner obligation amount, if any, will depend on final realized values of investments at the end of the life of the fund.


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Recent Developments
On August 9, 2018 MDLY entered into a definitive Agreement and Plan of Merger with Sierra Income Corporation (“Sierra” or “SIC”), pursuant to which MDLY would merge with and into Sierra Management Inc., a newly formed Delaware corporation (“Merger Sub”), and MDLY’s existing asset management business would continue to operate as a wholly owned subsidiary of Sierra. MDLY's Class A stockholders would receive 0.3836 shares of Sierra’s common stock, $3.44 per share of cash consideration and $0.65 per share in special cash dividends for each share of Class A common stock held by them. Medley LLC unitholders will convert their units into shares of Class A common stock and would receive 0.3836 shares of Sierra’s common stock, $3.44 per share of cash consideration and $0.35 per share in a special cash dividend for each share of Class A common stock held by them.
Simultaneously, pursuant to the Agreement and Plan of Merger by and between Medley Capital Corporation (“MCC”) and Sierra, MCC would merge with and into SIC, with SIC as the surviving entity. MCC shareholders would receive 0.805 shares of the Sierra’s common stock for each share of MCC common stock they hold.
On February 11, 2019, a putative stockholder class action related to the MCC Merger was commenced in the Court of Chancery of the State of Delaware by FrontFour Capital Group LLC and FrontFour Master Fund, Ltd (collectively, "FrontFour"). The action, as consolidated, is captioned In re Medley Capital Corporation Stockholder Litigation, C.A. No. 2019-0100-KSJM (the "Class Action"). The complaint alleged that MCC’s directors (Brook Taube, Seth Taube, Jeff Tonkel, Mark Lerdal, Karin Hirtler-Garvey, John E. Mack, and Arthur S. Ainsberg) breached their fiduciary duties to MCC stockholders in connection with the MCC Merger, and that MDLY, Sierra, MCC Advisors LLC, Medley Group LLC, and Medley LLC aided and abetted those alleged breaches of fiduciary duties. On March 11, 2019, following a two-day trial, the Court issued a Memorandum Opinion (the "Decision") denying FrontFour’s requests to (i) permanently enjoin the MCC Merger and (ii) require MCC to conduct a shopping process for MCC on terms proposed by FrontFour in its complaint. The Court held that MCC’s directors breached their fiduciary duties in entering into the MCC Merger, but rejected FrontFour’s claim that Sierra aided and abetted those breaches of fiduciary duties. The Court ordered defendants to issue corrective disclosures consistent with the Decision, and enjoined a vote of MCC stockholders on the MCC Merger until such disclosures have been made and stockholders have had the opportunity to assimilate this information.
On April 15, 2019, certain parties in the Class Action reached agreement on the principal terms of a settlement, which are contained in a binding term sheet, dated April 15, 2019 (the "Settlement Term Sheet"), among Brook Taube, Seth Taube, Jeff Tonkel, Mark Lerdal, Karin Hirtler-Garvey, John E. Mack, Arthur S. Ainsberg, MCC, MCC Advisors LLC, Medley LLC, and Medley Group LLC (the "Medley Parties"), on the one hand, and FrontFour, on behalf of itself and a class of similarly situated stockholders of MCC, on the other hand.
In connection with the Settlement Term Sheet and in exchange and consideration for the release of MDLY by the Plaintiffs and the Class (each as defined in the Settlement Term Sheet), MDLY entered into an acknowledgment and agreement (the "Acknowledgment") pursuant to which Medley agreed to certain actions and undertakings that are described in greater detail in the Settlement Term Sheet including, among other matters: (i) agreeing to participate and cooperate in the discussions and efforts to amend certain provisions of the Merger Agreements, (ii) agreeing to consent to amendments to the MCC Merger Agreement relating to the creation of go shop process to solicit superior transactions to the MCC Merger, if and when presented to MDLY by Sierra and MCC and (iii) agreeing to amendments to the MDLY Merger Agreement, and, if and when presented to MDLY by Sierra and MCC, agreeing to consent to amendments to the MCC Merger Agreement, to extend the outside date in the Merger Agreements to October 31, 2019 and to modify the merger consideration payment mechanics contained therein to provide for the creation of a settlement fund, consisting of $17 million in cash and $30 million of Sierra stock, which amount defendants in the Class Action (other than MDLY) will cause to be contributed to the fund, and distributed to eligible members of the Class, after certain deductions, following the closing of the MCC Merger and in accordance with the terms of the Settlement Stipulation (as defined in the Settlement Term Sheet). Pursuant to, and in accordance with the terms and conditions of, the Acknowledgment, MDLY has also undertaken to work in good faith to agree to supplemental disclosures relating to the Mergers consistent with the decision in connection with the Class Action, as well as to use reasonable efforts to obtain exemptive relief from the SEC to allow for the consummation of the Mergers.
Item 3. Quantitative and Qualitative Disclosures About Market Risk
Our primary exposure to market risk is related to our role as general partner or investment advisor to our investment funds and the sensitivity to movements in the fair value of their investments, including the effect on management fees, performance fees and investment income.
The market price of investments may significantly fluctuate during the period of investment. Investments may decline in value due to factors affecting securities markets generally or particular industries represented in the securities markets. The value of an investment may decline due to general market conditions which are not specifically related to such investment, such as real


24




or perceived adverse economic conditions, changes in the general outlook for corporate earnings, changes in interest or currency rates or adverse investor sentiment generally. They may also decline due to factors that affect a particular industry or industries, such as labor shortages or increased production costs and competitive conditions within an industry.
Effect on Management Fees
Management fees are generally based on a defined percentage of gross asset values, total committed capital, net invested capital and NAV of the investment funds managed by us as well as a percentage of net interest income over a performance hurdle. Management fees calculated based on fair value of assets or net investment income are affected by short-term changes in market values.
The overall impact of a short-term change in market value may be mitigated by fee definitions that are not based on market value including invested capital and committed capital, market value definitions that exclude the impact of realized and/or unrealized gains and losses, market value definitions based on beginning of the period values or a form of average market value including daily, monthly or quarterly averages, as well as monthly or quarterly payment terms.
As such, based on an incremental 10% short-term increase in fair value of the investments in our permanent capital vehicles, long-dated private funds and SMAs’SMAs as of September 30, 2017,March 31, 2019, we calculated approximately a $0.8$0.6 million increase in management fees for the three and nine months ended September 30, 2017, respectively.March 31, 2019. In the case of a 10% short-term decline in fair value of the investments in our permanent capital, long-dated funds and SMAs’SMAs as of September 30, 2017,March 31, 2019, we calculated approximately a $1.0$0.8 million decrease in management fees for the three and nine months ended September 30, 2017, respectively.


March 31, 2019.
Effect on Performance Fees
Performance fees are based on certain specific hurdle rates as defined in the funds' applicable investment management or partnership agreements. The performancePerformance fees for any period are based upon an assumedthe probability that there will not be a significant future revenue reversal of such fees in the future. We exercise significant judgments when determining if any performance fees should be recognized in a given period including the below.
whether the fund is near final liquidation
whether the fair value of the fund's netremaining assets onin the reporting date, and distributionfund is significantly in excess of the net proceedsthreshold at which the Company would earn an incentive fee
the probability of significant fluctuations in accordancethe fair value of the remaining assets
the SMA’s remaining investments are under contract for sale with the fund's income allocation provisions, which cancontractual purchase prices that would result in a performance-based fee to us, subject to certain hurdlesno clawback and benchmarks. The performance fees may be subject to reversal to the extentit is highly likely that the performance fees recorded exceed the amount due to the general partner or investment manager based on a fund's cumulative investment returns.contracts will be consummated
Short-term changes in the fair values of funds' investments may materiallyusually do not impact accrued performance fees depending on the respective funds' performance relative to applicable hurdles.fees. The overall impact of a short-term change in market value may be mitigated by a number of factors including, but not limited to, the way in which carried interest performance fees are calculated, which is not ultimately dependent on short-term moves in fair market value, but rather realize cumulative performance of the investments through the end of the long-dated private funds, and SMAs’SMAs lives. However, short-term moves can meaningfully impact our ability to accrue
We have not recognized any performance fees for the three months ended March 31, 2019 and receive cash payments in any given period.
2018. As such, based onwe would not be impacted by an incremental 10% short-term increase or decrease in fair value of the investments in our long-dated private funds and SMAs’ as of September 30, 2017, we calculated a $14.5 and $16.1 million increase in performance fees for the three and nine months ended September 30, 2017, respectively. In the case of a 10% short-term decline in fair value of investments in our long-dated private funds and SMAs’ as of September 30, 2017, we calculated a $0.9 million and $1.5 million decrease in performance fees for the three and nine months ended September 30, 2017, respectively.separately management accounts.
Effect on Part I and Part II Incentive Fees
Incentive fees are based on certain specific hurdle rates as defined in our permanent capital vehicles' applicable investment management agreements. The Part II incentive fees are based upon realized gains netted against cumulative realized and unrealized losses. The Part I incentive fees are not subject to clawbacks as our carried interest performance fees are.
Short-term changes in the fair values of the investments of our permanent capital vehicles may materially impact Part II incentive fees depending on the respective vehicle's performance relative to applicable hurdles to the extent there were realized gains that we would otherwise earn Part II incentive fees on.
As such, based on an incremental 10% short-term increase in fair value of the investments in our permanent capital vehicles as of September 30, 2017,March 31, 2019, we calculated a $5.5 million increaseno change in Part I and II incentive fees for the three and nine months ended September 30, 2017, respectively.March 31, 2019. In the case of a 10% short-term decline in fair value of the investments in our permanent capital vehicles as of September 30, 2017,March 31, 2019, we calculated a $0.4 million increaseno change in Part I and II incentive fees for the three and nine months ended September 30, 2017.March 31, 2019.


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Effect on Carried Interest
Carried interest are performance based fees that represent a capital allocation of income to the general partner or investment manager. Carried interest are allocated to the Company based on cumulative fund performance to date, subject to the achievement of minimum return levels in accordance with the respective terms set out in each fund’s governing documents.
Short-term changes in the fair values of funds' investments may materially impact accrued carried interest depending on the respective funds' performance relative to applicable return levels. The overall impact of a short-term change in market value may be mitigated by a number of factors including, but not limited to, the way in which carried interest are calculated, which is not ultimately dependent on short-term moves in fair market value, but rather realized cumulative performance of the investments through the end of the long-dated private funds' lives. However, short-term moves can meaningfully impact our ability to accrue carried interest and receive cash payments in any given period.
As such, based on an incremental 10% short-term increase in fair value of the investments in our long-dated private funds as of March 31, 2019, we calculated approximately a $8.0 million increase in carried interest for the three months ended March 31, 2019. In the case of a 10% short-term decline in fair value of investments in our long-dated private funds as of March 31, 2019, we calculated approximately a $0.5 million decrease in carried interest for the three months ended March 31, 2019.
Interest Rate Risk
As of September 30, 2017,March 31, 2019, we had $125.8$137.7 million of debt outstanding, net of unamortized discount, premium, and issuance costs, presented as senior unsecured debt, loans payable and senior unsecured debtamount due to former minority interest holder in our unaudited condensed consolidatedaudited financial statements included elsewhere in this Form 10-Q. Our debt bears interest at fixed rates, and therefore is not subject to interest rate fluctuation risk.
As credit-oriented investors, we are also subject to interest rate risk through the securities we hold in our funds. A 100 basis point increase in interest rates would be expected to negatively affect prices of securities that accrue interest income at fixed rates and therefore negatively impact net change in unrealized appreciation on the funds' investments. The actual impact is dependent on the average duration of such holdings. Conversely, securities that accrue interest at variable rates would be expected to benefit from a 100 basis points increase in interest rates because these securities would generate higher levels of current income and therefore positively impact interest and dividend income, subject to LIBOR. In the cases where our funds pay management fees based on NAV, we would expect management fees to experience a change in direction and magnitude corresponding to that experienced by the underlying portfolios.
Credit Risk
We are party to agreements providing for various financial services and transactions that contain an element of risk in the event that the counterparties are unable to meet the terms of such agreements. In such agreements, we depend on the respective counterparty to make payment or otherwise perform. We generally endeavor to minimize our risk of exposure by limiting to reputable financial institutions the counterparties with which we enter into financial transactions. In other circumstances, availability of financing from financial institutions may be uncertain due to market events, and we may not be able to access these financing markets.


Item 4.     Controls and Procedures
Evaluation of Disclosure Controls and Procedures
We maintain disclosure controls and procedures (as that term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) that are designed to ensure that information required to be disclosed in our reports under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our co-principal executive officers and principal financial officer, as appropriate, to allow timely decisions regarding required disclosures. The design of any disclosure controls and procedures is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Any controls and procedures, no matter how well designed and operated, can provide only reasonable, not absolute, assurance of achieving the desired control objectives. Our management, with the participation of our Co-Chief Executive Officers and our Chief Financial Officer, has evaluated the effectiveness of the design and operation of our disclosure controls and procedures as of the end of the period covered by this report. Based upon that evaluation, and subject to the foregoing, our Co-Chief Executive Officers and our Chief Financial Officer have concluded that, as of the end of the period covered by this report, the design and operation of our disclosure controls and procedures were effective to accomplish their objectives at the reasonable assurance level.


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Changes in Internal Control over Financial Reporting
There have been no changes in our internal control over financial reporting (as that term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the quarter ended September 30, 2017,March 31, 2019, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.


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PART II.
Item 1.     Legal Proceedings
From time to time, we arethe Company is involved in various legal proceedings, lawsuits and claims incidental to the conduct of ourits business. OurIts business is also subject to extensive regulation, which may result in regulatory proceedings against us.it. Except as described below, we arethe Company is not currently party to any material legal proceedings.
One of the Company's subsidiaries, MCC Advisors LLC, was named as a defendant in a lawsuit on May 29, 2015, by Moshe Barkat and Modern VideoFilm Holdings, LLC (“MVF Holdings”) against MCC, MOF II, MCC Advisors LLC, Deloitte Transactions and Business Analytics LLP A/K/A Deloitte ERG (“Deloitte”), Scott Avila (“Avila”), Charles Sweet, and Modern VideoFilm, Inc. (“MVF”). The lawsuit is pending in the California Superior Court, Los Angeles County, Central District, as Case No. BC 583437. The lawsuit was filed after MCC, as agent for the lender group, exercised remedies following a series of defaults by MVF and MVF Holdings on a secured loan with an outstanding balance at the time in excess of $65 million. The lawsuit sought damages in excess of $100 million. Deloitte and Avila have settled the claims against them in exchange for payment of $1.5 million. Following a separate lawsuit by Mr. Barkat against MVF’s D&O insurance carrier, the carrier, Charles Sweet and MVF have settled the claims against them. On June 6, 2016, the court granted the Medley defendants’ demurrers on several counts and dismissed Mr. Barkat’s claims with prejudice except with respect to his claim for intentional interference with contract. On March 18, 2018, the court granted the Medley defendants’ motion for summary adjudication with respect to Mr. Barkat’s sole remaining claim against the Medley Defendants for intentional interference. Now that the trial court has ruled in favor of the Medley defendants on all counts, the only remaining claims in the Barkat litigation are MCC and the other defendants continue to dispute the remaining allegations and are vigorously defending the lawsuit while pursuingMOF II’s affirmative counterclaims against Mr. Barkat and MVF Holdings. Holdings, which MCC and MOF II are diligently prosecuting.
On August 29, 2016, MVF Holdings filed another lawsuit in the California Superior Court, Los Angeles County, Central District, as Case No. BC 631888 (the “Derivative Action”), naming MCC Advisors LLC and certain of Medley’s employees as defendants, among others. The plaintiff in the Derivative Action, asserts claims against the defendants for breach of fiduciary duty, aiding and abetting breach of fiduciary duty, unfair competition, breach of the implied covenant of good faith and fair dealing, interference with prospective economic advantage, fraud, and declaratory relief. MCC Advisors LLC and the other defendants believe the outstanding claims for alleged interference with Mr. Barkat’s employment contract, and the other causes of action asserted in the Derivative Action are without merit and all defendants intend to continue to assert a vigorous defense. All proceedings in the Derivative Action have been stayed as a result of the chapter 11 bankruptcy proceedings of MVF, which were commenced on May 16, 2018. On August 29, 2016, however, despite the automatic stay of the MVF Bankruptcy, the Plaintiff filed an amended complaint seeking to restyle the derivative action into a direct action to circumvent the MVF bankruptcy’s automatic stay. To date, the California Superior Court has not proceeded with the amended complaint.
Medley LLC, Medley Capital Corporation, Medley Opportunity Fund II LP, Medley Management, Inc., Medley Group, LLC, Brook Taube, and Seth Taube were named as defendants, along with other various parties, in a putative class action lawsuit captioned as Royce Solomon, Jodi Belleci, Michael Littlejohn, and Giulianna Lomaglio v. American Web Loan, Inc., AWL, Inc., Mark Curry, MacFarlane Group, Inc., Sol Partners, Medley Opportunity Fund, II, LP, Medley LLC, Medley Capital Corporation, Medley Management, Inc., Medley Group, LLC, Brook Taube, Seth Taube, DHI Computing Service, Inc., Middlemarch Partners, and John Does 1-100, filed on December 15, 2017, amended on March 9, 2018, and amended a second time on February 15, 2019, in the United States District Court for the Eastern District of Virginia, Newport News Division, as Case No. 4:17-cv-145 (hereinafter, “Class Action 1”). Medley Opportunity Fund II LP and Medley Capital Corporation were also named as defendants, along with various other parties, in a putative class action lawsuit captioned George Hengle and Lula Williams v. Mark Curry, American Web Loan, Inc., AWL, Inc., Red Stone, Inc., Medley Opportunity Fund II LP, and Medley Capital Corporation, filed February 13, 2018, in the United States District Court, Eastern District of Virginia, Richmond Division, as Case No. 3:18-cv-100 (“Class Action 2”). Medley Opportunity Fund II LP and Medley Capital Corporation were also named as defendants, along with various other parties, in a putative class action lawsuit captioned John Glatt, Sonji Grandy, Heather Ball, Dashawn Hunter, and Michael Corona v. Mark Curry, American Web Loan, Inc., AWL, Inc., Red Stone, Inc., Medley Opportunity Fund II LP, and Medley Capital Corporation, filed August 9, 2018 in the United States District Court, Eastern District of Virginia, Newport News Division, as Case No. 4:18-cv-101 (“Class Action 3”) (together with Class Action 1 and Class Action 2, the “Virginia Class Actions”). Medley Opportunity Fund II LP was also named as a defendant, along with various other parties, in a putative class action lawsuit captioned Christina Williams and Michael Stermel v. Red Stone, Inc. (as successor in interest to MacFarlane Group, Inc.), Medley Opportunity Fund II LP, Mark Curry, Brian McGowan, Vincent Ney, and John Doe entities and individuals, filed June 29, 2018 and amended July 26, 2018, in the United States District Court for the Eastern District of Pennsylvania, as Case No. 2:18-cv-2747 (the “Pennsylvania Class Action”) (together with the Virginia Class Actions, the “Class Action Complaints”). The plaintiffs in the Class Action Complaints filed their putative class actions alleging claims under the Racketeer Influenced and Corrupt Organizations Act, and various other claims arising out of the alleged payday lending activities of American Web Loan. The claims against Medley Opportunity Fund II LP, Medley LLC, Medley Capital Corporation, Medley Management, Inc., Medley Group, LLC, Brook Taube, and Seth Taube (in Class Action 1, as amended); Medley Opportunity Fund II LP and Medley Capital Corporation (in Class Action


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2 and Class Action 3); and Medley Opportunity Fund II LP (in the Pennsylvania Class Action), allege that those defendants in each respective action exercised control over, or improperly derived income from, and/or obtained an improper interest in, American Web Loan’s payday lending activities as a result of a loan to American Web Loan. The loan was made by Medley Opportunity Fund II LP in 2011. American Web Loan repaid the loan from Medley Opportunity Fund II LP in full in February of 2015, more than 1 year and 10 months prior to any of the loans allegedly made by American Web Loan to the alleged class plaintiff representatives in Class Action 1. In Class Action 2, the alleged class plaintiff representatives have not alleged when they received any loans from American Web Loan. In Class Action 3, the alleged class plaintiff representatives claim to have received loans from American Web Loan at various times from February 2015 through April 2018. In the Pennsylvania Class Action, the alleged class plaintiff representatives claim to have received loans from American Web Loan in 2017. By orders dated August 7, 2018 and September 17, 2018, the Court presiding over the Virginia Class Actions consolidated those cases for all purposes. On October 12, 2018, Plaintiffs in Class Action 3 filed a notice of voluntary dismissal of all claims, and on October 29, 2018, Plaintiffs in Class Action 2 filed a notice of voluntary dismissal of all claims. Medley LLC, Medley Capital Corporation, Medley Management, Inc., Medley Group, LLC, Brook Taube, and Seth Taube never made any loans or provided financing to, or had any other relationship with, American Web Loan. Medley Opportunity Fund II LP, Medley LLC, Medley Capital Corporation, Medley Management, Inc., Medley Group, LLC, Brook Taube, Seth Taube are seeking indemnification from American Web Loan, various affiliates, and other parties with respect to the claims in the Class Action Complaints. Medley Opportunity Fund II LP, Medley LLC, Medley Capital Corporation, Medley Management, Inc., Medley Group, LLC, Brook Taube, and Seth Taube believe the alleged claims in the Class Action Complaints are without merit and they intend to defend these lawsuits vigorously.
On January 25, 2019, two purported class actions were commenced in the Supreme Court of the State of New York, County of New York, by alleged stockholders of Medley Capital Corporation, captioned, respectively, Helene Lax v. Brook Taube, et al., Index No. 650503/2019, and Richard Dicristino, et al. v. Brook Taube, et al., Index No. 650510/2019 (together with the Lax Action, the “New York Actions”). Named as defendants in each complaint are Brook Taube, Seth Taube, Jeffrey Tonkel, Arthur S. Ainsberg, Karin Hirtler-Garvey, John E. Mack, Mark Lerdal, Richard T. Allorto, Jr., Medley Capital Corporation, Medley Management Inc., Sierra Income Corporation, and Sierra Management, Inc. The complaints in each of the New York Actions allege that the individuals named as defendants breached their fiduciary duties in connection with the proposed merger of MCC with and into Sierra, and that the other defendants aided and abetted those alleged breaches of fiduciary duties. Compensatory damages in unspecified amounts are sought. On February 27, 2019, the Court entered a stipulated scheduling order requiring that defendants respond to the complaints 45 days following the later of (a) the stockholder vote on the proposed merger and (b) plaintiffs’ filing of a consolidated, amended complaint. A preliminary conference is scheduled to take place on July 23, 2019. The defendants believe the claims asserted in the New York Actions are without merit and they intend to defend these lawsuits vigorously. At this time, we are unable to determine whether an unfavorable outcome from these matters is probable or remote or to estimate the amount or range of potential loss, if any.
On February 11, 2019, a purported stockholder class action was commenced in the Court of Chancery of the State of Delaware by FrontFour Capital Group LLC and FrontFour Master Fund, Ltd. (together, “FrontFour”), captioned FrontFour Capital Group LLC, et al. v. Brook Taube, et al., Case No. 2019-0100 (the “FrontFour Action”), against defendants Brook Taube, Seth Taube, Jeff Tonkel, Mark Lerdal, Karin Hirtler-Garvey, John E. Mack, Arthur S. Ainsberg, MDLY, Sierra, MCC, MCC Advisors LLC (“MCC Advisors”), Medley Group, and Medley LLC. The complaint, as amended on February 12, 2019, alleged that the individuals named as defendants breached their fiduciary duties to MCC stockholders in connection with the proposed merger of MCC with Sierra (the “MCC Merger”), and that MDLY, Sierra, MCC Advisors, Medley Group, and Medley LLC aided and abetted those alleged breaches of fiduciary duties. The complaint sought to enjoin the vote of MCC stockholders on the proposed merger and enjoin enforcement of certain provisions of the Agreement and Plan of Merger, dated as of August 9, 2018, by and between MCC and Sierra (the “MCC Merger Agreement”). The Court held a trial on the plaintiffs’ claims on March 6-7, 2019 and issued a Memorandum Opinion (the “Decision”) on March 11, 2019. The Court denied the plaintiffs’ requests to (i) permanently enjoin the proposed merger and (ii) require MCC to conduct a “shopping process” for MCC on terms proposed by the plaintiffs in their complaint. The Court held that MCC’s directors breached their fiduciary duties in entering into the proposed merger, but rejected the plaintiffs’ claim that Sierra aided and abetted those breaches of fiduciary duties. The Court ordered the defendants to issue corrective disclosures consistent with the Decision, and enjoined a vote of MCC stockholders on the proposed merger until such disclosures have been made and stockholders have had the opportunity to assimilate this information. On March 20, 2019, another purported stockholder class action was commenced by Stephen Altman against Brook Taube, Seth Taube, Jeff Tonkel, Arthur S. Ainsberg, Karin Hirtler-Garvey, Mark Lerdal, and John E. Mack in the Court of Chancery of the State of Delaware, captioned Altman v. Taube, Case No. 2019-0219 (the “Altman Action”). The complaint alleged that the defendants breached their fiduciary duties to stockholders of MCC in connection with the vote of MCC stockholders on the proposed mergers. On April 8, 2019, the Court granted a stipulation consolidating the FrontFour Action and the Altman Action, designating the amended complaint in the FrontFour Action as the operative complaint, and designating the plaintiffs in the FrontFour Action and their counsel the lead plaintiffs and lead plaintiffs’ counsel, respectively.


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On April 15, 2019, the parties reached agreement on the principal terms of a settlement of the FrontFour Action. The principal terms of the settlement are contained in a binding term sheet, dated April 15, 2019 (the “Settlement Term Sheet”), by and among MCC, Brook Taube, Seth Taube, Jeff Tonkel, Mark Lerdal, Karin Hirtler-Garvey, John E. Mack, Arthur S. Ainsberg, MCC Advisors, Medley LLC and Medley Group LLC (the “Medley Parties”), on the one hand, and FrontFour, on behalf of itself and a class of similarly situated stockholders of MCC, on the other hand. The Settlement Term Sheet is intended to form the basis of a definitive stipulation of settlement in the FrontFour Action. The Settlement Term Sheet provides that MCC will seek to obtain the agreement and/or consent of Sierra to effect certain amendments to (i) the MCC Merger Agreement and (ii) the Agreement and Plan of Merger, dated as of August 9, 2018, by and among MDLY, Sierra, and Sierra Management, Inc. (the “MDLY Merger Agreement,” together with the MCC Merger Agreement, the “Merger Agreements”). If the foregoing amendments are entered into they will, among other matters (as described in further detail in the Settlement Term Sheet): (a) extend the Outside Date (as defined in the Merger Agreements) to October 31, 2019; (b) permit MCC’s special committee of independent directors (the “MCC Special Committee”) to undertake a sixty-day “go shop” process to solicit superior transactions to the MCC Merger and (c) if the MCC Merger is consummated, create a settlement fund, consisting of $17 million in cash and $30 million of Sierra stock, with the number of shares of Sierra stock to be calculated using the pro forma net asset value reported in the future proxy supplement describing the amendments to the MCC Merger Agreement, which will be distributed to eligible members of the Class (as defined in the Settlement Term Sheet). In connection with the Settlement Term Sheet, MDLY has executed an acknowledgement and agreement to take certain actions, including consenting to certain amendments to the Merger Agreements, in furtherance of the transactions contemplated thereby.
In addition, the Settlement Term Sheet provides that MCC and FrontFour will enter into a Governance Agreement pursuant to which, among other matters, FrontFour will be subject to customary standstill restrictions and be required to vote in favor of the MCC Merger at a meeting of stockholders to approve the MCC Merger Agreement and in favor of the directors nominated by the board of directors of MCC (the “Board”) for election at MCC’s 2019 annual meeting of stockholders.
Under the Settlement Term Sheet, the parties have agreed to cooperate to reduce the agreements reflected therein to a definitive stipulation of settlement (the “Settlement Stipulation”), and to obtain approval of Court of Chancery of the State of Delaware as soon as reasonably practicable thereafter. The Settlement Stipulation will provide for mutual releases between and among FrontFour and the Class, on the one hand, and the Medley Parties, on the other hand, of all claims that were or could have been asserted in the FrontFour Action. The Medley Parties will also release all claims arising out of or relating to the prosecution and settlement of the FrontFour Action and all claims that were or could have been asserted (other than claims against NexPoint Advisors, L.P. and its affiliates) in the litigation pending in the United States District Court for the Southern District of New York captioned Medley Capital Corporation v. FrontFour Capital Group LLC, et al., No. 1:19-cv-02055-LTS (S.D.N.Y.) (the “Federal Action”), and FrontFour and the Class will release all claims arising out of or relating to the prosecution and settlement of the Federal Action.
Under the Settlement Term Sheet, MCC and FrontFour have also undertaken to work together in good faith to agree to supplemental disclosures relating to the transactions contemplated by the Merger Agreements consistent with the Decision.
If the contemplated amendments to the Merger Agreements have not been entered into by May 15, 2019, the Settlement Term Sheet may be terminated by MCC or FrontFour.
The contemplated amendments to the Merger Agreements require the agreement of Sierra and there can be no assurance that such agreement will be obtained or that agreements on the amendments to the Merger Agreements will be reached.
In connection with the execution of the Settlement Term Sheet, effective as of April 15, 2019, the Board appointed David A. Lorber and Lowell W. Robinson to the Board to fill the vacancies on the Board created by the resignations of Mark Lerdal and John E. Mack, respectively.
MCC is seeking to obtain the agreement and/or consent of Sierra to effect certain amendments to the MCC Merger Agreement and the MDLY Merger Agreement as provided in the Settlement Term Sheet. At this time, MCC cannot provide any assurance whether the Mergers, or any other transaction involving the parties, will be consummated.
MARILYN S. ADLER, v. MEDLEY CAPITAL LLC et. al. (Supreme Court of New York, March 2019). Marilyn Adler, a former employee who served as a Managing Director of Medley Capital LLC, has filed suit in the New York Supreme Court, Commercial Part, against Medley Capital LLC, MCC Advisors, Medley SBIC GP, LLC, Medley Capital Corporation, Medley Management Inc., as well as Brook Taube, and Seth Taube, individually. Ms. Adler alleges that she is due in excess of $6.5 million in compensation based upon her role with Medley’s SBIC Fund. Her claims are for breach of contract, unjust enrichment, conversion, tortious interference, as well as a claim for an accounting of funds maintained by the defendants. The lawsuit was filed on March 1, 2019 and is in its very initial stages. The Company believes the claims are without merit, intends to vigorously defend them, and has asserted counterclaims against Ms. Adler for breach of contract and breach of fiduciary duties.


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While management currently believes that the ultimate outcome of these proceedings will not have a material adverse effect on the Company’s consolidated financial position or overall trends in consolidated results of operations, litigation is subject to inherent uncertainties. The Company reviews relevant information with respect to litigation and regulatory matters on a quarterly and annual basis. The Company establishes liabilities for litigation and regulatory actions when it is probable that a loss has been incurred and the amount of the loss can be reasonably estimated. For matters where a loss is believed to be reasonably possible, but not probable, no liability is established.

Item 1A.  Risk Factors
For a discussion of our potential risks and uncertainties, see the information under the heading “Risk Factors” in Part I., Item 1A. of our Annual Report on Form 10-K, which is accessible on the SEC's website at www.sec.gov.
On August 9, 2018 the Company entered into a definitive agreement to merge with Sierra Income Corporation (“Sierra” or “SIC”). Pursuant to the Agreement and Plan of Merger by and among the Company, Sierra and Sierra Management Inc., a newly formed Delaware corporation (“Merger Sub”), the Company will merge with and into Merger Sub, and the Company’s existing asset management business will continue to operate as a wholly owned subsidiary of Sierra.
As a condition to closing, Sierra’s common stock will be listed to trade on the New York Stock Exchange. The mergers are cross conditioned upon each other and are subject to approval by the shareholders of the Company, MCC and Sierra, regulators, including the SEC, other customary closing conditions and third party consents. Accordingly, the Company can provide no assurance that the mergers will be completed.
Because forward-looking statements, such as the date that the parties expect the proposed transactions to be completed and the expectation that the proposed transactions will provide improved liquidity for Sierra, MCC, and Medley stockholders and will be accretive to net investment income for both Sierra and MCC, include risks and uncertainties, actual results may differ materially from those expressed or implied and include, but are not limited to, those discussed in each of Sierra’s, MCC’s and Medley’s filings with the SEC, and (i) the satisfaction or waiver of closing conditions relating to the proposed transactions described herein, including, but not limited to, the requisite approvals of the stockholders of each of Sierra, MCC, and Medley; Sierra successfully taking all actions reasonably required with respect to certain outstanding indebtedness of MCC and Medley to prevent any material adverse effect relating thereto; certain required approvals of the SEC and the Small Business Administration, the necessary consents of certain third-party advisory clients of Medley; and any applicable waiting period (and any extension thereof) applicable to the transactions under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, shall have expired or been terminated, (ii) the parties’ ability to successfully consummate the proposed transactions, and the timing thereof, and (iii) the possibility that competing offers or acquisition proposals related to the proposed transactions will be made and, if made, could be successful. Additional risks and uncertainties specific to Sierra, MCC and Medley include, but are not limited to, (i) the costs and expenses that Sierra, MCC and Medley have, and may incur, in connection with the proposed transactions (whether or not they are consummated), (ii) the impact that any litigation relating to the proposed transactions may have on any of Sierra, MCC and Medley, (iii) that projections with respect to dividends may prove to be incorrect, (iv) Sierra’s ability to invest its portfolio of cash in a timely manner following the closing of the proposed transactions, (v) the market performance of the combined portfolio, (vi) the ability of portfolio companies to pay interest and principal in the future; (vii) the ability of Medley to grow its fee earning assets under management; (viii) whether Sierra, as the surviving company, will trade with more volume and perform better than MCC and Medley prior to the proposed transactions;  and (ix) negative effects of entering into the proposed transactions on the trading volume and market price of the MCC’s or Medley’s common stock. There can be no assurance of the level of any dividends to be paid, if any, following consummation of the merger. Investors are cautioned that, as a result of a number of factors (including those described above), there remains substantial uncertainty regarding the ability of the parties to successfully consummate the mergers.
There were no other material changes to the risk factors previously disclosed in our Annual Report on Form 10-K for the year ended December 31, 2016.2018.


Item 2.    Unregistered Sales of Equity Securities and Use of Proceeds
We repurchase shares of Medley Management Inc. common stock pursuant to our $5.0 million share repurchase program authorized by our Board of Directors on August 10, 2015. On September 9, 2016, the Board of Directors approved an extension of the repurchase program which expired on August 31, 2017. The following table contains information about our purchases of Medley Management Inc.’s Class A Common Stock during the third quarter of 2017 (in thousands, except average price paid per share):
Period Total number of shares (or units) purchased Average price paid per share (or unit) Total number of shares (or units) purchased as part of publicly announced plans or programs Maximum number (or approximate dollar value) of shares (or units) that may yet be purchased under the plans or programs
July 1, 2017 - July 31, 2017        
Common stock repurchases 58
   58


Total 58
 $6.55
 58
 $345
August 1, 2017 - August 31, 2017        
Common stock repurchases 37
   37
  
Total 37
 $6.35
 37
 $
September 1, 2017 - September 30, 2017        
Common stock repurchases 
   
  
Total 
 $
 
 $
Total        
Common stock repurchases 95
   95
  
Total 95
 $6.51
 95
 $
None.
Item 3.     Defaults Upon Senior Securities
None.
Item 4.     Mine Safety Disclosures
Not Applicable.


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Item 5.     Other Information
Not Applicable.Effective May 13, 2019 we terminated our $15.0 million senior secured revolving credit facility with City National Bank (as amended, the “Revolving Credit Facility”), as administrative agent and collateral agent thereunder, and the lenders from time to time party thereto. There were no early termination penalties incurred by us with the termination of the Revolving Credit Facility. We had not incurred any borrowings under the Revolving Credit Facility through the date of termination. The Revolving Credit Facility was terminated to avoid breaching certain leverage covenants for the March 31, 2019 quarter. The Company may enter in a new revolving credit facility in the future which would provide additional liquidity to the Company, if needed.




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Item 6.     Exhibits
Exhibit No. Exhibit Description
2.1
   
3.1 
   
3.2 
   
4.1 
   
4.2 
   
4.3 
   
4.4 
   
4.5 
   
10.1 
10.2  
   
31.1* 
   
31.2* 
   
31.3* 
   
32.1** 
   
32.2** 
   
32.3** 
   
101.INS* XBRL Instance Document
   
101.SCH* XBRL Taxonomy Extension Schema Document
   
101.CAL* XBRL Taxonomy Extension Calculation Linkbase Document
   
101.DEF* XBRL Taxonomy Extension Definition Linkbase Document
   
101.LAB* XBRL Taxonomy Extension Label Linkbase Document
   
101.PRE* XBRL Taxonomy Extension Presentation Linkbase Document
* Filed herewith


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** Furnished herewith 
† Management contract or compensatory plan in which directors and/or executive officers are eligible to participate
The agreements and other documents filed as exhibits to this report are not intended to provide factual information or other disclosure other than with respect to the terms of the agreements or other documents themselves, and you should not rely on them for that purpose. In particular, any representations and warranties made by us in these agreements or other documents were made solely within the specific context of the relevant agreement or document and may not describe the actual state of affairs as of the date they were made or at any other time.


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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
 MEDLEY MANAGEMENT INC.
 (Registrant)
  
Date: November 14, 2017May 15, 2019By:/s/ Richard T. Allorto, Jr.
  Richard T. Allorto, Jr.
  Chief Financial Officer
  (Principal Financial Officer and Authorized Signatory)


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