Document And Entity Information
Document And Entity Information - shares | 6 Months Ended | |
Jun. 30, 2016 | Aug. 09, 2016 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Jun. 30, 2016 | |
Document Fiscal Year Focus | 2,016 | |
Document Fiscal Period Focus | Q2 | |
Entity Registrant Name | ZAIS Group Holdings, Inc. | |
Entity Central Index Key | 1,562,214 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Accelerated Filer | |
Trading Symbol | ZAIS | |
Common Class A [Member] | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 13,900,917 | |
Common Class B [Member] | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 20,000,000 |
Consolidated Statements of Fina
Consolidated Statements of Financial Condition - USD ($) $ in Thousands | Jun. 30, 2016 | Dec. 31, 2015 |
Assets | ||
Cash and cash equivalents | $ 32,064 | $ 44,351 |
Income and fees receivable | 1,655 | 2,529 |
Investments in affiliates, at fair value | 5,207 | 5,242 |
Due from related parties | 1,382 | 748 |
Prepaid expenses | 1,946 | 776 |
Other assets | 301 | 310 |
Fixed assets, net | 422 | 544 |
Investments, at fair value | 0 | 8,169 |
Total Assets | 87,178 | 93,211 |
Liabilities | ||
Notes payable | 1,259 | 1,255 |
Compensation payable | 4,303 | 3,575 |
Due to related parties | 142 | 175 |
Fees payable | 2 | 756 |
Other liabilities | 798 | 1,546 |
Total Liabilities | 6,605 | 7,408 |
Commitments and Contingencies (Note 12) | ||
Equity | ||
Preferred Stock, $0.0001 par value; 2,000,000 shares authorized; 0 shares issued and outstanding. | 0 | 0 |
Additional paid-in capital | 61,965 | 60,817 |
Retained earnings (Accumulated deficit) | (22,715) | (13,805) |
Accumulated other comprehensive income (loss) | 24 | 158 |
Total stockholders’ equity, ZAIS Group Holdings, Inc. | 39,275 | 47,171 |
Total Equity | 80,573 | 85,803 |
Total Liabilities and Equity | 87,178 | 93,211 |
Common Class A [Member] | ||
Equity | ||
Common Stock | 1 | 1 |
Common Class B [Member] | ||
Equity | ||
Common Stock | 0 | 0 |
Consolidated Funds [Member] | ||
Assets | ||
Cash and cash equivalents | 0 | 33 |
Investments, at fair value | 44,201 | 30,509 |
Liabilities | ||
Other liabilities | 101 | 101 |
Equity | ||
Non-controlling interests | 21,609 | 14,916 |
ZAIS Group Parent, LLC [Member] | ||
Equity | ||
Non-controlling interests | $ 19,689 | $ 23,716 |
Consolidated Statements of Fin3
Consolidated Statements of Financial Condition (Parenthetical) - $ / shares | Jun. 30, 2016 | Dec. 31, 2015 |
Preferred stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Preferred Stock, Shares Authorized | 2,000,000 | 2,000,000 |
Preferred Stock, Shares Issued | 0 | 0 |
Preferred Stock, Shares Outstanding | 0 | 0 |
Common Class A [Member] | ||
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Common Stock, Shares Authorized | 180,000,000 | 180,000,000 |
Common Stock, Shares, Issued | 13,900,917 | 13,870,917 |
Common Stock, Shares, Outstanding | 13,900,917 | 13,870,917 |
Common Class B [Member] | ||
Common stock, par value (in dollars per share) | $ 0.000001 | $ 0.000001 |
Common Stock, Shares Authorized | 20,000,000 | 20,000,000 |
Common Stock, Shares, Issued | 20,000,000 | 20,000,000 |
Common Stock, Shares, Outstanding | 20,000,000 | 20,000,000 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Income (Loss) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||||
Jun. 30, 2016 | Jun. 30, 2015 | [1] | Jun. 30, 2016 | Jun. 30, 2015 | [1] | ||
Revenues | |||||||
Management fee income | $ 3,571 | $ 4,081 | $ 7,140 | $ 7,834 | |||
Incentive income | 143 | 1,213 | 295 | 2,121 | |||
Other revenues | 79 | 106 | 159 | 137 | |||
Total Revenues | 3,793 | 5,400 | 7,594 | 10,092 | |||
Expenses | |||||||
Compensation and benefits | 7,999 | 7,361 | 17,006 | 13,931 | |||
General, administrative and other | 2,950 | 4,764 | 6,160 | 9,101 | |||
Depreciation | 64 | 146 | 127 | 208 | |||
Total Expenses | 11,042 | 12,271 | 23,341 | 23,240 | |||
Other income (loss) | |||||||
Net gain (loss) on investments | 55 | 2 | 37 | 45 | |||
Other income (expense) | 87 | 9 | 692 | 5 | |||
Total Other Income (Loss) | 2,318 | 11 | 4,422 | 50 | |||
Income (loss) before income taxes | (4,931) | (6,860) | (11,325) | (13,098) | |||
Income tax (benefit) expense | 4 | (1,682) | 9 | (2,584) | |||
Consolidated net income (loss), net of tax | (4,935) | (5,178) | (11,334) | (10,514) | |||
Other comprehensive income (loss), net of tax: | |||||||
Foreign currency translation adjustment | (147) | 291 | (201) | 483 | |||
Total Comprehensive Income (Loss) | (5,082) | (4,887) | (11,535) | (10,031) | |||
Allocation of Consolidated Net Income (Loss), net of tax | |||||||
Stockholders’ equity, ZAIS Group Holdings, Inc. | (4,076) | (2,947) | (8,910) | (3,769) | |||
Consolidated Net Income (Loss), net of tax | (4,935) | (5,178) | (11,334) | (10,514) | |||
Allocation of Total Comprehensive Income (Loss) | |||||||
Stockholders’ equity, ZAIS Group Holdings, Inc. | (4,174) | (2,753) | (9,044) | (3,448) | |||
Total Comprehensive Income (Loss) | $ (5,082) | $ (4,887) | $ (11,535) | $ (10,031) | |||
Consolidated Net Income (Loss), net of tax per Class A common share applicable to ZAIS Group Holdings, Inc. - Basic | $ (0.29) | $ (0.21) | $ (0.64) | $ (0.47) | |||
Consolidated Net Income (Loss), net of tax per Class A common share applicable to ZAIS Group Holdings, Inc. - Diluted | $ (0.29) | $ (0.21) | $ (0.64) | $ (0.53) | |||
Weighted average shares of Class A common stock outstanding: | |||||||
Basic | 13,892,016 | 13,870,917 | 13,881,466 | 8,046,665 | [2] | ||
Diluted | [3],[4] | 20,892,016 | 20,870,917 | 20,881,466 | 15,046,665 | [2] | |
Consolidated Funds [Member] | |||||||
Expenses | |||||||
Expenses of Consolidated Funds | $ 29 | $ 0 | $ 48 | $ 0 | |||
Other income (loss) | |||||||
Net gain (loss) on investments | 2,176 | 0 | 3,693 | 0 | |||
Allocation of Consolidated Net Income (Loss), net of tax | |||||||
Non-controlling interests | 1,052 | 0 | 1,786 | 0 | |||
Allocation of Total Comprehensive Income (Loss) | |||||||
Non-controlling interests | 1,052 | 0 | 1,786 | 0 | |||
ZAIS Group Parent, LLC [Member] | |||||||
Allocation of Consolidated Net Income (Loss), net of tax | |||||||
Non-controlling interests | (1,911) | (2,231) | (4,210) | (6,745) | |||
Allocation of Total Comprehensive Income (Loss) | |||||||
Non-controlling interests | $ (1,960) | $ (2,134) | $ (4,277) | $ (6,583) | |||
[1] | Subsequent to the filing of the 10-Q for the three months ended March 31, 2015, the Company elected to early adopt ASU 2015-02 with an effective date of January 1, 2015. As a result of this adoption, the majority of the ZAIS Managed Entities which were consolidated in the 10-Q for the three months ended March 31, 2015 were deconsolidated. Additionally, subsequent to the filing of the June 30, 2015 and September 30, 2015 10-Q’s, in December 2015 additional interpretations of ASU 2015-02 became available to the Company. As a result of these new interpretations, the Company reviewed its previous conclusions and determined that additional entities should be deconsolidated. There was no impact on the income (loss) allocated to ZAIS Group Holdings, Inc. Stockholders Equity as a result of this adoption. The June 30, 2015 figures above reflect the consolidated results of the Company for the three and six months ended June 30, 2015, subsequent to the adoption of ASU 2015-02. | ||||||
[2] | Pro-rated based on the portion of the period preceding and following the Business Combination. | ||||||
[3] | Number of diluted shares outstanding for periods after the Business Combination (as defined in Note 1) takes into account non-controlling interests in ZAIS Group Parent, LLC that may be exchanged for Class A common stock under certain circumstances. | ||||||
[4] | Number of diluted shares outstanding takes into account non-controlling interests of ZGP that may be exchanged for Class A Common Stock under certain circumstances. |
Consolidated Statement of Chang
Consolidated Statement of Changes in Equity and Non-controlling Interests - 6 months ended Jun. 30, 2016 - USD ($) $ in Thousands | Total | Common Class A [Member] | Common Class B [Member] | Additional Paid-in Capital [Member] | Retained earnings / (Accumulated deficit) [Member] | Accumulated Other Comprehensive Income (Loss) [Member] | Non-controlling interests in ZAIS Group Parent, LLC [Member] | Non-controlling Interests in Consolidated Funds [Member] |
Beginning of the period at Dec. 31, 2015 | $ 85,803 | $ 1 | $ 0 | $ 60,817 | $ (13,805) | $ 158 | $ 23,716 | $ 14,916 |
Beginning of the period (in shares) at Dec. 31, 2015 | 13,870,917 | 20,000,000 | ||||||
Vesting of RSUs (in shares) | 30,000 | 0 | ||||||
Capital contributions | 4,907 | $ 0 | $ 0 | 0 | 0 | 0 | 0 | 4,907 |
Capital distributions | (284) | 0 | 0 | 0 | 0 | 0 | (284) | 0 |
Equity-based compensation charges | 1,682 | 0 | 0 | 1,118 | 0 | 0 | 564 | 0 |
Consolidated net income (loss) | (11,334) | 0 | 0 | 0 | (8,910) | 0 | (4,210) | 1,786 |
Rebalancing of ownership between the Company and non-controlling interest in ZAIS Group Parent, LLC | 0 | 0 | 0 | 30 | 0 | 0 | (30) | 0 |
Other comprehensive income (loss) | (201) | 0 | 0 | 0 | 0 | (134) | (67) | 0 |
End of the period at Jun. 30, 2016 | $ 80,573 | $ 1 | $ 0 | $ 61,965 | $ (22,715) | $ 24 | $ 19,689 | $ 21,609 |
End of the period (in shares) at Jun. 30, 2016 | 13,900,917 | 20,000,000 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 6 Months Ended | ||
Jun. 30, 2016 | Jun. 30, 2015 | ||
Cash Flows from Operating Activities | |||
Consolidated net income (loss) | $ (11,334) | $ (10,514) | [1] |
Adjustments to reconcile consolidated net income (loss) to net cash provided by (used in) operating activities: | |||
Depreciation | 127 | 208 | [1] |
Net (gain) loss on investments | (37) | (45) | [1] |
Non-cash equity-based compensation | 1,682 | 1,941 | |
Interest expense on notes payable | 4 | 2 | |
Operating cash flows due to changes in: | |||
Income and fees receivable | 874 | 8,714 | |
Due from related parties | (634) | (79) | |
Prepaid expenses | (1,170) | (625) | [2] |
Other assets | (1) | 79 | |
Deferred tax asset | 0 | (2,603) | |
Compensation payable | 728 | (4,516) | |
Due to related parties | (33) | 142 | |
Fees payable | (754) | 57 | [2] |
Other liabilities | (748) | 10 | [2] |
Consolidated Funds related items: | |||
Change in unrealized (gain) loss on investments | 22 | (25) | |
Net Cash Provided by (Used in) Operating Activities | (24,956) | (7,229) | |
Cash Flows from Investing Activities | |||
Purchases of fixed assets, net | (17) | (131) | |
Distributions from investments in affiliates | 87 | 17 | |
Purchases of investments | (11) | 0 | |
Proceeds from sales of investments | 8,174 | 0 | |
Net Cash Provided by (Used in) Investing Activities | 8,233 | (114) | |
Cash Flows from Financing Activities | |||
Net proceeds from Business Combination | 0 | 73,516 | |
Ending cash at HF2 Financial Management, Inc. | 0 | 2 | [2] |
Proceeds from issuance of notes payable | 0 | 1,250 | |
Contributions from non-controlling interests in Consolidated Funds | 4,907 | 0 | |
Distributions to non-controlling interests in ZGP | (284) | (374) | |
Net Cash Provided by (Used in) Financing Activities | 4,623 | 74,394 | |
Net increase (decrease) in cash and cash equivalents denominated in foreign currency | (187) | 483 | |
Net increase (decrease) in cash and cash equivalents | (12,287) | 67,534 | |
Cash and cash equivalents, beginning of period | 44,351 | 7,664 | |
Cash and cash equivalents, end of period | 32,064 | 75,198 | |
Consolidated Funds [Member] | |||
Adjustments to reconcile consolidated net income (loss) to net cash provided by (used in) operating activities: | |||
Net (gain) loss on investments | (3,693) | 0 | [1] |
Consolidated Funds related items: | |||
Purchases of investments in affiliated securities | (10,000) | 0 | [3] |
Change in unrealized (gain) loss on investments | (3,693) | 0 | [3] |
Change in cash and cash equivalents | 33 | $ 0 | [3] |
Cash Flows from Financing Activities | |||
Cash and cash equivalents, beginning of period | 33 | ||
Cash and cash equivalents, end of period | $ 0 | ||
[1] | Subsequent to the filing of the 10-Q for the three months ended March 31, 2015, the Company elected to early adopt ASU 2015-02 with an effective date of January 1, 2015. As a result of this adoption, the majority of the ZAIS Managed Entities which were consolidated in the 10-Q for the three months ended March 31, 2015 were deconsolidated. Additionally, subsequent to the filing of the June 30, 2015 and September 30, 2015 10-Q’s, in December 2015 additional interpretations of ASU 2015-02 became available to the Company. As a result of these new interpretations, the Company reviewed its previous conclusions and determined that additional entities should be deconsolidated. There was no impact on the income (loss) allocated to ZAIS Group Holdings, Inc. Stockholders Equity as a result of this adoption. The June 30, 2015 figures above reflect the consolidated results of the Company for the three and six months ended June 30, 2015, subsequent to the adoption of ASU 2015-02. | ||
[2] | Amounts have been adjusted to conform to current period presentation. | ||
[3] | Subsequent to the filing of the 10-Q for the three months ended March 31, 2015, the Company elected to early adopt ASU 2015-02 with an effective date of January 1, 2015. As a result of this adoption, the majority of the ZAIS Managed Entities which were consolidated in the 10-Q for the three months ended March 31, 2015 were deconsolidated. Additionally, subsequent to the filing of the June 30, 2015 and September 30, 2015 10-Q’s, in December 2015 additional interpretations of ASU 2015-02 became available to the Company. As a result of these new interpretations, the Company reviewed its previous conclusions and determined that additional entities should be deconsolidated. There was no impact on the income (loss) allocated to ZAIS Group Holdings, Inc. Stockholders Equity as a result of this adoption. The June 30, 2015 figures above reflect the consolidated results of the Company for the six months ended June 30, 2015, subsequent to the adoption of ASU 2015-02. |
Organization
Organization | 6 Months Ended |
Jun. 30, 2016 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization, Consolidation and Presentation of Financial Statements Disclosure [Text Block] | 1. Organization ZAIS Group Holdings, Inc. (“ZAIS”) is a holding company conducting substantially all of its operations through ZAIS Group, LLC (“ZAIS Group”), an investment advisory and asset management firm focused on specialized credit which commenced operations in July 1997 and is headquartered in Red Bank, New Jersey and has an office in London. ZAIS Group is a wholly-owned consolidated subsidiary of ZAIS Group Parent, LLC (“ZGP”), a majority-owned consolidated subsidiary of ZAIS. ZGP became the sole member and 100 ZAIS Group is an investment advisor registered with the SEC under the Investment Advisors Act of 1940 and is also registered with the Commodity Futures Trading Commission as a Commodity Pool Operator and Commodity Trading Advisor. ZAIS Group provides investment advisory and asset management services to private funds, separately managed accounts, structured vehicles and ZAIS Financial Corp. (“ZFC REIT”), a publicly traded mortgage real estate investment trust (collectively, the “ZAIS Managed Entities”). The ZAIS Managed Entities predominantly invest in a variety of specialized credit instruments including bank loans, corporate credit instruments such as collateralized debt obligations (“CDOs”), collateralized loan obligations (together with CDOs referred to as “CLOs”) and various securities and instruments backed by these asset classes. ZAIS Group had approximately $ 3.949 The Company’s primary sources of revenues are (i) management fee income, which is based predominantly on the AUM of the ZAIS Managed Entities (ii) incentive income, which is based on the investment performance of the ZAIS Managed Entities and (iii) income of the consolidated ZAIS Managed Entities (the “Consolidated Funds”) which is based on the income generated from the portfolios of the Consolidated Funds, a portion of which is allocated to non-controlling interests in Consolidated Funds. There was no income (loss) in the current or prior year relating to the Consolidated Funds. All of the management fee income and incentive income earned by ZAIS Group from the Consolidated Funds is eliminated in consolidation. On March 20, 2015, ZAIS made a decision to terminate the business operations of its Shanghai subsidiary. ZAIS Group ceased conducting regular business activities in Shanghai and the office is now closed. Final clearance from the relevant government authorities on the plan of liquidation is expected in the second half of 2016. Recapitalization as a Result of a Business Combination On October 5, 2012, HF2 Financial Management Inc. (“HF2”) was formed as a blank check company whose objective was to acquire, through a merger, share exchange, asset acquisition, stock purchase, recapitalization, reorganization or similar business combination, one or more businesses or entities. On September 16, 2014, HF2 entered into an Investment Agreement, as defined in the Closing 8-K, with ZGP and the members of ZGP (including Christian Zugel, the former managing member of ZGP and the founder and Chief Investment Officer of ZAIS Group, and certain related parties, collectively, the “ZGP Founder Members”), under which HF2 agreed to contribute cash to ZGP in exchange for newly issued Class A Units of ZGP (“Class A Units”) representing a majority financial interest in ZGP (the “Business Combination”) and to cause the transfer of all of its outstanding shares of Class B Common Stock, par value $ 0.000001 On March 9, 2015, the stockholders of HF2 approved the Business Combination and the transaction closed on March 17, 2015 (the “Closing”). In connection with the Closing, HF2 changed its name to ZAIS Group Holdings, Inc. The Business Combination is described in detail in ZAIS’s Annual Report on Form 10-K for the fiscal year ended December 31, 2015 (the "Annual Report on Form 10-K”). Prior to the Closing, HF2 was a shell company with no operations. Upon the Closing, ZAIS became a holding company whose assets primarily consist of an approximate 66.5 |
Basis of Presentation and Summa
Basis of Presentation and Summary of Significant Accounting Policies | 6 Months Ended |
Jun. 30, 2016 | |
Accounting Policies [Abstract] | |
Basis of Presentation and Significant Accounting Policies [Text Block] | 2. Basis of Presentation and Summary of Significant Accounting Policies The accompanying unaudited, interim, consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles ("U.S. GAAP") as contained within the Financial Accounting Standards Board’s ("FASB") Accounting Standards Codification ("ASC") and the rules and regulations of the SEC for interim reporting. In the opinion of management, all adjustments considered necessary for a fair statement of the Company's financial position, results of operations and cash flows have been included and are of a normal and recurring nature. The operating results presented for the interim periods are not necessarily indicative of the results that may be expected for any other interim period or for the entire year. Certain information and note disclosures normally included in financial statements prepared in accordance with U.S. GAAP as contained in the ASC have been condensed or omitted from the unaudited interim consolidated financial statements according to the SEC rules and regulations. The information and disclosures contained in these unaudited interim consolidated financial statements and notes should be read in conjunction with the consolidated financial statements and notes thereto included in the Company's Annual Report on Form 10-K Segment Reporting The Company currently is comprised of one reportable segment, the investment management segment, and substantially all of the Company’s operations are conducted through this segment. The investment management segment provides investment advisory and asset management services to the ZAIS Managed Entities. The preparation of the consolidated 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 disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. While management believes that the estimates used in preparing the consolidated financial statements are reasonable and prudent, actual results may ultimately differ from those estimates In February 2016, the FASB issued Accounting Standards Update (“ASU”) No. 2016-02, Leases (Topic 428) In March 2016, the FASB issued Accounting Standards Update (“ASU”) No. 2016-09, Compensation-Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting In August 2015, the FASB issued ASU 2015-14, Revenue from Contracts with Customers (Topic 606), Revenue from Contracts with Customers In August 2014, the FASB issued ASU No. 2014-15, Presentation of Financial Statements Going Concern (Subtopic 205-04) Disclosure of Uncertainties about an Entity's Ability to Continue as a Going Concern The consolidated financial statements included herein are the financial statements of ZAIS, its subsidiaries and certain funds that are required to be consolidated. All intercompany balances and transactions have been eliminated in consolidation, including ZAIS’s investment in ZGP and ZGP’s investment in ZAIS Group. The Company's fiscal year ends on December 31. The consolidated financial statements include non-controlling interests in ZGP which are primarily comprised of Class A Units of ZGP held by the ZGP Founder Members. |
Investments in Affiliates
Investments in Affiliates | 6 Months Ended |
Jun. 30, 2016 | |
Investments in and Advances to Affiliates, Schedule of Investments [Abstract] | |
Investments in and Advances to Affiliates, Schedule of Investments [Text Block] | 3. Investments in Affiliates The Company applied the fair value option to its interests in the ZAIS Managed Entities that are not consolidated, and would have otherwise been subject to the equity or historical cost methods of accounting. The Company believes that the fair value of these investments is more indicative of the Company’s financial position than historical cost. At June 30, 2016 and December 31, 2015, the fair value of these investments was approximately $5,207,000 and $5,242,000, respectively. For the three months ended June 30, 2016 and June 30, 2015, the Company recorded an unrealized gain (loss) of approximately $ 25 2 25 At June 30, 2016 and December 31, 2015, no equity investment, individually or in the aggregate, held by the Company exceeded 10% of the total consolidated assets or income. As such, the Company did not present separate or summarized financial statements for any of its investees. |
Fair Value of Investments
Fair Value of Investments | 6 Months Ended |
Jun. 30, 2016 | |
Assets, Fair Value Disclosure [Abstract] | |
Fair Value Disclosures [Text Block] | 4. Fair Value of Investments ASC 820 Fair Value Measurements defines fair value, establishes a framework for measuring fair value, and requires certain disclosures about fair value measurements under U.S. GAAP. Specifically, this guidance defines fair value based on exit price, or the price that would be received upon the sale of an asset or the transfer of a liability in an orderly transaction between market participants at the measurement date. Fair value under U.S. GAAP represents an exit price in the normal course of business, not a forced liquidation price. If the Company was forced to sell assets in a short period to meet liquidity needs, the prices it receives could be substantially less than their recorded fair values. The Company follows the fair value measurement and disclosure guidance under U.S. GAAP, which establishes a hierarchical disclosure framework. This framework prioritizes and ranks the level of market price observability used in measuring investments at fair value. Market price observability is affected by a number of factors, including the type of investment, the characteristics specific to the investment and the state of the marketplace including the existence and transparency of transactions between market participants. Investments with readily available active quoted prices or for which fair value can be measured from actively quoted prices in an orderly market generally will have a higher degree of market price observability and a lesser degree of judgment used in measuring fair value. In all cases, an instrument’s level within the hierarchy is based upon the market pricing transparency of the instrument and does not necessarily correspond to the Company’s perceived risk or liquidity of the instrument. The Company considers observable data to be market data which is readily available, regularly distributed or updated, reliable and verifiable, not proprietary, and provided by independent sources that are actively involved in the relevant market. In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, the determination of which category within the fair value hierarchy is appropriate for any given investment is based on the lowest level of input that is significant to the fair value measurement. The Company’s assessment of the significance of a particular input to the fair value measurement in its entirety requires significant judgment and considers factors specific to the investment. Assets and liabilities that are measured and reported at fair value are classified and disclosed in one of the following categories: Level 1 Fair value is determined based on quoted prices for identical assets or liabilities in an active market. Assets and liabilities included in Level 1 include listed securities. As required in the fair value measurement and disclosure guidance under U.S. GAAP, the Company does not adjust the quoted price for these investments. The hierarchy gives highest priority to Level 1. Level 2 Fair value is determined based on inputs other than quoted prices that are observable for the asset or liability either directly or indirectly as of the reporting date. Assets and liabilities which are generally included in this category include corporate bonds and loans, less liquid and restricted equity securities and certain over-the-counter derivatives, including foreign exchange forward contracts whose values are based on the following: • Quoted prices for similar assets or liabilities in active markets. • Quoted prices for identical or similar assets or liabilities in non-active markets. • Pricing models whose inputs are observable for substantially the full term of the asset or liability. • Pricing models whose inputs are derived principally from or corroborated by observable market data for substantially the full term of the asset or liability. Level 3 Fair value is determined based on inputs that are unobservable for the investment and includes situations where there is little, if any, market activity for the asset or liability. The inputs into the determination of fair value require significant management judgment or estimation and the Company may use models or other valuation methodologies to arrive at fair value. Investments that are included in this category generally include distressed debt, less liquid corporate debt securities, non-investment grade residual interests in securitizations, collateralized debt obligations and certain derivative contracts. The hierarchy gives the lowest priority to Level 3. The Company has established a valuation process that applies for all levels of investments in the valuation hierarchy to ensure that the valuation techniques are consistent and verifiable. The valuation process includes discussions between the valuation team, portfolio management team and the valuation committee (the “Valuation Committee”). The Valuation Committee consists of senior members of ZAIS Group and is co-chaired by the Chief Risk Officer and Chief Financial Officer of ZAIS Group. The Valuation Committee meets to review and approve the results of the valuation process which are used in connection with the preparation of quarterly and annual financial statements. The Valuation Committee is responsible for oversight and review of the written valuation policies and procedures and ensuring that they are applied consistently. The lack of an established, liquid secondary market for some of the Company’s holdings may have an adverse effect on the market value of those holdings and on the Company’s ability to dispose of them. Additionally, the public markets for the Company’s holdings may experience periods of volatility and periods of reduced liquidity and the Company’s holdings may be subject to certain other transfer restrictions that may further contribute to illiquidity. Such illiquidity may adversely affect the price and timing of liquidations of the Company’s holdings. The following is a description of the valuation techniques used to measure fair value and the classification of these instruments pursuant to the fair value hierarchy: Investments The Company determines the fair value of investments in short term high investment grade mutual funds using quoted market prices and, accordingly, the Company classifies these investments as Level 1. Net gains or losses on investments are included in net gain (loss) on investments in the consolidated statements of comprehensive income (loss). Collateralized Loan Obligation Warehouse A Collateralized Loan Obligation Warehouse (the "CLO - Warehouse") was organized for the purpose of holding syndicate bank loans, also known as leveraged loans, during the warehouse period of an impending collateralized loan obligation vehicle. During the warehouse period, the CLO - Warehouse will secure investments and build a portfolio of primarily leveraged loans and other debt obligations. The warehouse period terminates when the collateralized loan obligation vehicle closes; at this time the underlying assets held by the CLO - Warehouse are securitized into a collateralized loan obligation vehicle. The fair value of the CLO - Warehouse is determined by adding the excess spread (accrued interest plus interest received less financing cost) to the CLO - Warehouse equity contribution made by the Consolidated Funds, unless ZAIS Group determines that the securitization period will not be achieved, in which case, the fair value of the CLO - Warehouse will be established based on the fair value of the underlying bank loan positions which are valued in a manner consistent with ZAIS Group’s valuation policy and procedures. The net excess spread was 10.5 1.7 Investment in Affiliates Under U.S. GAAP, the Company is permitted, as a practical expedient, to estimate the fair value of its investments in other investment companies using the NAV (or its equivalent) of the related investment company. Accordingly, the Company utilizes the practical expedient in valuing its investments in the unconsolidated ZAIS Managed Entities, which is an amount equal to the sum of the Company’s proportionate interest in the capital accounts of the affiliated funds at fair value. The fair value of the assets and liabilities of the ZAIS Managed Entities are determined by the Company in accordance with its valuation policies described above. Pursuant to ASU No. 2015-07, Fair Value Measurement (Topic 820): Disclosures for Investments in Certain Entities that Calculate Net Asset Value per Share (or its Equivalent) At June 30, 2016 and December 31, 2015, the Company held investments in five unconsolidated ZAIS Managed Entities. The valuation of the investments in these entities represents the amount the Company would receive at June 30, 2016 and December 31, 2015, respectively, if it were to liquidate its investments in these entities. ZAIS Group has the ability to liquidate its investments according to the provisions of the respective entities’ operative agreements. June 30, 2016 ( Dollars in thousands ) Level 1 Level 2 Level 3 Total Assets, at fair value Investments in affiliates, at net asset value $ $ $ $ 5,207 Investments, at fair value CLO Warehouse 44,201 44,201 Total investments, at fair value 44,201 44,201 Total assets, at fair value $ $ $ 44,201 $ 49,408 The following table summarizes the Company’s assets and liabilities measured at fair value on a recurring basis within the fair value hierarchy levels at December 31, 2015: December 31, 2015 ( Dollars in thousands ) Level 1 Level 2 Level 3 Total Assets, at fair value Investments in affiliates, at net asset value $ $ $ $ 5,242 Investments, at fair value Short term high investment grade mutual funds 8,169 8,169 CLO Warehouse 30,509 30,509 Total investments, at fair value 8,169 30,509 38,678 Total assets, at fair value $ 8,169 $ $ 30,509 $ 43,920 June 30, 2016 ( Dollars in thousands ) Beginning Purchases/ Sales/ Total Transfers Ending Change in CLO - Warehouse $ 30,509 $ 10,000 $ $ 3,692 $ $ 44,201 $ 3,692 Total investments, at fair value $ 30,509 $ 10,000 $ $ 3,692 $ $ 44,201 $ 3,692 The following table summarizes the changes in the Company’s Level 3 assets and liabilities for the year ended December 31, 2015: December 31, 2015 ( Dollars in thousands ) Beginning Purchases/ Sales/ Total Transfers Ending Change in CLO - Warehouse $ $ 30,000 $ $ 509 $ $ 30,509 $ 509 Total investments, at fair value $ $ 30,000 $ $ 509 $ $ 30,509 $ 509 The Company’s policy is to record transfers between Level 1, Level 2 and Level 3, if any, at the beginning of the period. There were no transfers between Level 1, Level 2 and Level 3 during the six months ended June 30, 2016 and the year ended December 31, 2015. |
Variable Interest Entities ("VI
Variable Interest Entities ("VIEs") | 6 Months Ended |
Jun. 30, 2016 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Variable Interest Entity Disclosure [Text Block] | 5. Variable Interest Entities (“VIEs”) In the ordinary course of business, ZAIS Group sponsors the formation of VIEs that can be broadly classified into the following categories: hedge funds, hybrid private equity funds and securitized structures (CLOs). ZAIS Group generally serves as the investment advisor or collateral manager with certain investment-related, decision-making authority for these entities. The Company has not recorded any liabilities with respect to VIEs that are not consolidated. Certain ZAIS Managed Entities, including the CLOs, are VIEs. The Company applies the guidance of ASU 2015-02 Consolidation (Topic 810): Amendments to the Consolidation Analysis Funds The Company has determined that the fee it receives from several of the hedge funds and hybrid private equity funds ZAIS Group manages does not represent a variable interest because under ASU 2015-02, ZAIS Group’s fee arrangements are commensurate with the level of effort performed and include only customary terms that do not represent variable interests. The Company considered investments its related parties have in these entities when determining if ZAIS Group’s fee represented a variable interest. As of June 30, 2016 and December 31, 2015, the Company has determined that ZAIS Group is the primary beneficiary of ZAIS Zephyr A-6, LP, which is consolidated in these unaudited consolidated financial statements. ZAIS Group is the primary beneficiary since it is deemed to have (i) the power to direct activities of the entity that most significantly impacts its economic performance and (ii) the obligation to absorb losses of the entity or the right to receive benefits from the entity that could potentially be significant to the entity. Securitized Structures ZAIS Group and certain of its wholly owned subsidiaries act as collateral manager for CLOs that are VIEs. These CLOs are entities that issue collateralized notes which offer investors the opportunity for returns that vary commensurately with the risks they assume. The notes issued by the CLOs are generally backed by asset portfolios consisting of loans, other debt or other derivatives. ZAIS Group receives collateral management fees (which in some cases are waived in lieu of certain ZAIS Managed Entities owning the equity tranches) for acting as the collateral manager for these structures and, subject to hurdle rates, may earn incentive income based on the performance of the vehicles. The Company has determined that the fee it receives from the CLOs does not represent a variable interest because under ASU 2015-02, ZAIS Group’s fee arrangements are commensurate with the level of effort performed and include only customary terms that do not represent variable interests. The Company considered investments its related parties have in the CLOs when determining if ZAIS Group’s fee represented a variable interest. The Company determined that it is not the primary beneficiary of CLO Warehouses, which are VIEs, because the financing entity must approve all significant financing requests and, as a result, the Company does not have the power to direct activities of the entity that most significantly impacts its economic performance. June 30, 2016 December 31, 2015 Funds Funds (Dollars in thousands) Assets Assets of Consolidated Funds Cash and cash equivalents $ $ 33 Investments, at fair value 44,201 30,509 Total Assets $ 44,201 $ 30,542 Liabilities Liabilities of Consolidated Funds Other liabilities $ 101 $ 101 Total Liabilities $ 101 $ 101 The assets presented in the table above belong to the investors in the applicable entity, are available for use only by the entity to which they belong and are not available for use by the Company. The Consolidated Funds have no recourse to the general credit of ZAIS Group with respect to any liability. ZAIS Group has a minimal direct ownership, if any, in the non-consolidated entities that are VIEs and its involvement is generally limited to providing asset management services. ZAIS Group’s exposure to loss from these entities is limited to a decrease in the management fees and incentive income that has been earned and accrued, as well as any direct equity ownership in the VIEs. The Company did not hold any material variable interests in unconsolidated VIEs at June 30, 2016 or December 31, 2015. |
Management Fee Income and Incen
Management Fee Income and Incentive Income | 6 Months Ended |
Jun. 30, 2016 | |
Management Fee Income and Incentive Income [Abstract] | |
Management Fee Income and Incentive Income [Text Block] | 6. Management Fee Income and Incentive Income ZAIS Group earns management fees for funds and accounts, monthly, quarterly or annually, based on the net asset value of these funds and accounts prior to the accrual of incentive fees/allocations. Management fees earned for the CLOs, annually, are generally based on the par value of the collateral and cash held in the CLOs. Management fees earned by ZAIS Group from ZFC REIT, annually, are based on ZFC REIT's stockholders' equity, as defined in the amended and restated investment advisory agreement between ZAIS Group’s consolidated subsidiary ZAIS REIT Management, LLC (“ZAIS REIT Management”) and ZFC REIT. Twenty percent of the management fee income received from ZFC REIT is paid to holders of Class B interests in ZAIS REIT Management and is recorded on a gross basis and included in management fee income on the consolidated statements of comprehensive income (loss). This income is allocated to the holders of Class B interests in ZAIS REIT Management which is included in non-controlling interest in ZAIS Group Parent, LLC. ZAIS REIT Management, a majority owned subsidiary of ZAIS Group, is the external investment advisor to ZFC REIT. On April 7, 2016, ZFC REIT announced that it had entered into an agreement and plan of merger (the “Merger Agreement”). In connection with the Merger Agreement, ZAIS REIT Management entered into a termination agreement (the “Termination Agreement”), whereby the current advisory agreement under which ZAIS REIT Management receives management fees from ZFC REIT will be terminated upon closing of the ZFC REIT merger and ZAIS REIT Management will receive a termination fee in the amount of $ 8,000,000 In addition to the management fee income mentioned above, subordinated management fees may be earned from CLOs for which ZAIS Group and certain of its wholly owned subsidiaries act as collateral manager. The subordinated management fee is an additional payment for the same collateral management service, but has a lower priority in the CLOs’ cash flows. The subordinated management fee is contingent upon the economic performance of the respective CLO assets. If the CLOs experience a certain level of asset defaults, these fees may not be paid. There is no recovery by the CLOs of previously paid subordinated fees. ZAIS Group recognizes the subordinated management fee income when collection is reasonably assured and all related contingencies have been removed. ZAIS Group manages certain funds and accounts from which it may earn incentive income based on hedge fund-style and private equity-style fee arrangements. Funds and accounts with hedge fund-style fee arrangements are those that pay ZAIS Group, on an annual basis, an incentive fee/allocation based on a percentage of net realized and unrealized profits attributable to each investor, subject to a hurdle (if any) set forth in each respective entity’s operative agreement. Additionally, all funds and accounts with hedge fund-style fee arrangements are subject to a perpetual loss carry forward, or perpetual “high-water mark,” meaning that the funds and accounts will not pay incentive fees/allocations with respect to positive investment performance generated for an investor in any year following negative investment performance until that loss is recouped, at which point an investor’s capital balance surpasses the high-water mark. The funds and accounts pay incentive fees/allocations on any net profits in excess of the high-water mark. Funds and accounts with private equity-style fee arrangements are those that pay an incentive fee/allocation based on a priority of payments under which investor capital must be returned and a preferred return, as specified in each fund’s operative agreement, must be paid to the investor prior to any payments of incentive-based income to ZAIS Group. For CLOs, incentive income is earned based on a percentage of cumulative profits, subject to the return of contributed capital (and subordinate management fees, if any), and a preferred inception to date return as specified in the respective CLOs’ collateral management agreements. ZAIS Group does not earn incentive income from ZFC REIT. Three Months Ended June 30, 2016 (Dollars in thousands) Fee Range Gross Elimination Net Management Fee Income Funds and accounts 0.50% - 1.25% $ 2,373 $ $ 2,373 CLO’s 0.15% - 0.50% 425 425 ZFC REIT 1.50% 773 773 Total $ 3,571 $ $ 3,571 Incentive Income (1) Funds and accounts 10% - 20% $ 143 $ $ 143 CLO’s 20% Total $ 143 $ $ 143 Three Months Ended June 30, 2015 (Dollars in thousands) Fee Range Gross Elimination Net Management Fee Income Funds and accounts 0.50% - 1.25% $ 2,942 $ $ 2,942 CLO’s 0.15% - 0.50% 285 285 ZFC REIT 1.50% 854 854 Total $ 4,081 $ $ 4,081 Incentive Income (1) Funds and accounts 10% - 20% $ 1,213 $ $ 1,213 CLO’s 20% Total $ 1,213 $ $ 1,213 Six Months Ended June 30, 2016 (Dollars in thousands) Fee Range Gross Elimination Net Management Fee Income Funds and accounts 0.50% - 1.25% $ 4,769 $ $ 4,769 CLO’s 0.15% - 0.50% 830 830 ZFC REIT 1.50% 1,541 1,541 Total $ 7,140 $ $ 7,140 Incentive Income (1) Funds and accounts 10% - 20% $ 295 $ $ 295 CLO’s 20% Total $ 295 $ $ 295 Six Months Ended June 30, 2015 (Dollars in thousands) Fee Range Gross Elimination Net Management Fee Income Funds and accounts 0.50% - 1.25% $ 5,977 $ $ 5,977 CLO’s 0.15% - 0.50% 429 429 ZFC REIT 1.50% 1,428 1,428 Total $ 7,834 $ $ 7,834 Incentive Income (1) Funds and accounts 10% - 20% $ 1,248 $ $ 1,248 CLO’s 10% - 20% 873 873 Total $ 2,121 $ $ 2,121 (1) Incentive income earned for certain of the ZAIS Managed Entities is subject to a hurdle rate of return as specified in each respective ZAIS Managed Entities’ operative agreement. The management fee income amounts above are net of management fee credits of $ (50,000) (39,000) (104,000) (104,000) 0 (59,000) 0 (59,000) At June 30, 2016, approximately $ 1,646,000 9,000 1,670,000 859,000 |
Debt Obligations
Debt Obligations | 6 Months Ended |
Jun. 30, 2016 | |
Debt Disclosure [Abstract] | |
Debt Disclosure [Text Block] | 7. Debt Obligations Notes Payable On March 17, 2015, in conjunction with the closing of the Business Combination, ZAIS issued two promissory notes with an aggregate principal balance of $ 1,250,000 |
Compensation
Compensation | 6 Months Ended |
Jun. 30, 2016 | |
Share-based Compensation [Abstract] | |
Disclosure of Compensation Related Costs, Share-based Payments [Text Block] | 8. Compensation Employees are eligible to receive discretionary incentive cash compensation (the “Bonus Award”) on an annual basis. The amount of the Bonus Award is based on, among other factors, both individual performance and the financial results of ZAIS Group. For certain employees, as documented in an underlying agreement (the “Bonus Agreement”), the Bonus Award may be further subject to a retention-based payout schedule that generally provides for 30 On March 29, 2016, the Compensation Committee of the Board of Directors of ZAIS adopted a retention payment plan for certain employees of ZAIS Group (the "Retention Payment Plan"). The Retention Payment Plan applies to approximately 60 employees of ZAIS Group who have an annual base salary of less than $300,000. The purpose of the Retention Payment Plan is to enable ZAIS Group to retain the services of its employees in order to ensure that ZAIS Group is not disrupted or adversely affected by the possible loss of personnel or their commitment to ZAIS Group. Under the Retention Payment Plan, the participating employees are entitled to receive cash retention payments on each of April 15, 2016, August 15, 2016 and November 15, 2016, if the employee remains employed by ZAIS Group on such dates. The aggregate amount of retention payments that may be paid to all participants under the Retention Payment Plan is approximately $ 4.5 900,000 ZAIS Group has entered into agreements with certain of its employees whereby certain employees and former employees have been granted rights to participate in a portion of the incentive income received from certain ZAIS Managed Entities (referred to as “Points”). In 2013, ZAIS Group established the Income Unit Plan. Under the Income Unit Plan, certain employees were entitled to receive a fixed percentage of ZAIS Group’s distributable income, as defined in the Income Unit Plan agreement. Pursuant to the terms of the Income Unit Plan, a payout of 85 30 On March 8, 2016, the Company commenced a reduction in force and other restructuring which has resulted in a decrease of 23 762,000 60 Three Months Ended Three Months Ended Six Months Ended Six Months Ended Salaries $ 2,593,000 $ 3,486,000 $ 5,873,000 $ 7,015,000 Bonus 3,502,000 666,000 7,400,000 2,229,000 Points 32,000 32,000 Commissions 3,000 30,000 3,000 45,000 Income Unit Plan 198,000 Equity-Based Compensation 1,339,000 1,616,000 1,682,000 1,878,000 Severance 119,000 974,000 762,000 974,000 Payroll taxes and benefits 443,000 557,000 1,286,000 1,560,000 Total compensation and benefits $ 7,999,000 $ 7,361,000 $ 17,006,000 $ 13,931,000 Equity-Based Compensation In conjunction with the closing of the Business Combination on March 17, 2015, ZGP authorized 1,600,000 Compensation - Stock Compensation Number of Weighted Balance at December 31, 2015 1,337,486 $ 9.67 Granted 100,000 6.34 Forfeited (305,273) 9.70 Vested Balance at June 30, 2016 1,132,213 $ 9.36 The total compensation expense expected to be recognized in all future periods associated with the Class B-0 Units is $ 3,704,000 0.71 1,296,000 1,567,000 1,566,000 1,829,000 8 29.6 17.2 4.4 (983,000) Pursuant to ZAIS’s 2015 Stock Incentive Plan, non-employee directors of ZAIS receive restricted stock units (“RSUs”) as a component of compensation for their service as directors of ZAIS. The awards are unvested at the time they are granted and, as such, are not entitled to any dividends or distributions from ZAIS or other material rights until such RSUs vest. The RSUs vest in full on the one-year anniversary of the grant date. Upon vesting ZAIS will issue the recipient shares of Class A Common Stock equal to the number of vested RSUs. In accordance with ASC 718, Compensation - Stock Compensation Number of Weighted Balance at December 31, 2015 30,000 $ 9.85 Granted 30,942 3.22 Forfeited Vested (30,000) 9.85 Balance at June 30, 2016 30,942 $ 3.22 The total expense expected to be recognized in all future periods associated with the RSUs, considering estimated forfeitures of 0 81,000 0.81 43 49 116 49 |
Income Taxes
Income Taxes | 6 Months Ended |
Jun. 30, 2016 | |
Income Tax Disclosure [Abstract] | |
Income Tax Disclosure [Text Block] | 9. Income Taxes Prior to the closing of the Business Combination on March 17, 2015, ZGP and its subsidiaries were pass-through entities for U.S. income tax purposes and their earnings flowed through to the owners without being subject to entity level income taxes. Accordingly, no income tax (benefit) expense has been recorded for the period prior to the closing of the Business Combination other than that related to ZGP’s foreign subsidiaries, which are branches for U.S. income tax purposes but paid income taxes in their respective foreign jurisdictions. Following the reorganization, while ZGP and its subsidiaries continue to operate as pass-through entities for U.S. income tax purposes not subject to entity level taxes, ZAIS is taxable as a corporation for U.S. tax purposes. Accordingly, the Company’s consolidated financial statements include U.S. federal, state and local income taxes on the ZAIS’ allocable share of the consolidated results of operations, as well as taxes payable to jurisdictions outside the U.S related to the foreign subsidiaries. The Company recorded income tax expense of $ 4,000 9,000 (1,682,000) (2,584,000) The following is a reconciliation of the U.S. statutory federal income tax to the Company’s effective tax. As a result of the variations each quarter in the relationship between pre-tax income and income tax expense, the Company utilizes the actual effective tax rate for each interim period being presented to calculate the tax expense. Three Months Ended June, Six Months Ended June, 2016 2015 2016 2015 Income tax (benefit) expense at the U.S. federal statutory income tax rate $ (1,676,000) (2,401,000) (3,850,000) (4,584,000) State and local income tax, net of federal benefit (242,000) (291,000) (529,000) (373,000) Foreign tax 4,000 353,000 9,000 20,000 Effect of permanent differences 56,000 58,000 Income attributable to non-controlling interests in Consolidated Funds not subject to tax (358,000) (607,000) Income attributable to non-controlling interests in ZGP not subject to tax 649,000 657,000 1,430,000 2,353,000 Valuation allowance 1,571,000 3,498,000 Total 4,000 (1,682,000) 9,000 (2,584,000) The Company’s effective tax for the periods presented above includes a rate benefit attributable to the fact that the Company’s subsidiaries operate as limited liability companies and limited partnerships which are treated as pass-through entities for U.S. federal and state income tax purposes. Accordingly, the Company’s consolidated financial statements include U.S. federal, state and local income taxes on the Company’s allocable share of the consolidated results of operations. The tax liability or benefit related to the partnership income or loss not allocable to the Company rests with the equity holders owning such non-controlling interests in ZAIS subsidiaries. For the three and six months ended June 30, 2016, the net effective tax represents the taxes accrued related to the Company’s operations in jurisdictions outside the U.S. as a full valuation allowance has been established on the tax benefit related to U.S. federal, state and local income taxes on the Company’s allocable share of the consolidated results of operations. For the three and six months ended June 30, 2015, the net effective tax represents a tax benefit related to the Company’s operations in jurisdictions outside the U.S. as well as a tax benefit related to U.S. federal, state and local income taxes on the Company’s allocable share of the consolidated results of operations. Deferred income taxes are provided for the effects of temporary differences between the tax basis of an asset or liability and are reported in the accompanying consolidated statements of financial condition. These temporary differences result in taxable or deductible amounts in future years. As of June 30, 2016, the Company had total deferred tax assets of $ 7,800,000 4,301,000 767,000 16,729,000 2032 $ 1,000 2033 83,000 2034 122,000 2035 7,388,000 2036 9,135,000 Total $ 16,729,000 As of each reporting date, management considers new evidence, both positive and negative, that could affect its view of the future realization of deferred tax assets. As of June 30, 2016, the Company has determined that the most recent management business forecasts do not support the realization of net deferred tax assets recorded for the Company. The Company has recorded a book loss for the three and six months ended June 30, 2016 and it is anticipated that expenses will continue to exceed revenues in 2016. Although management intends to pursue various initiatives with potential to alter the operating loss trend, there is no specific plan that has been implemented at this point in time that will alter the negative earnings trend. Accordingly, management continues to believe that it is not more likely than not that its deferred tax asset will be realized and the Company has continued to maintain the full valuation allowance against the deferred tax asset of as of June 30, 2016. The Company has recorded additional charges of $ 1,571,000 3,498,000 The Company does not believe it has any significant uncertain tax positions. Accordingly, the Company did not record any adjustments or recognize interest expense for uncertain tax positions for the three and six months ended June 30, 2016 and June 30, 2015, respectively. In the future, if uncertain tax positions arise, interest and penalties will be accrued and included in the income tax (benefit) expense on the consolidated statements of comprehensive income (loss). |
Related Party Transactions
Related Party Transactions | 6 Months Ended |
Jun. 30, 2016 | |
Related Party Transactions [Abstract] | |
Related Party Transactions Disclosure [Text Block] | 10. Related Party Transactions ZAIS Group offers a range of alternative and traditional investment strategies through the ZAIS Managed Entities. ZAIS Group earns substantially all of its management fee income and incentive income from the ZAIS Managed Entities, which are considered related parties as the Company manages the operations of, and makes investment decisions for, these entities. The Company considers ZAIS Group’s principals, executives, employees and all ZAIS Managed Entities to be affiliates and related parties. ZAIS Group invests in its subsidiaries and some of the ZAIS Managed Entities. Investments in subsidiaries and certain ZAIS Managed Entities that are consolidated are eliminated. Investments in certain ZAIS Managed Entities not consolidated are further described in Note 3. ZAIS Group did not charge management fees or earn incentive income on investments made in the ZAIS Managed Entities (excluding CLOs and ZFC REIT) by ZAIS Group’s principals, executives, employees and other related parties. The total amount of investors’ capital balances that are not being charged fees were approximately $ 18,854,000 30,949,000 Additionally, certain ZAIS Managed Entities, with existing fee arrangements, have investments representing 100% of the equity tranche of ZAIS CLO 1, Limited. (“ZAIS CLO 1”) and ZAIS CLO 2, Limited. (“ZAIS CLO 2”). Therefore, ZAIS Group did not charge management fees or earn incentive income on ZAIS CLO 1 and ZAIS CLO 2. The total amounts of AUM that are not being charged fees were approximately $ 563,685,000 558,288,000 From time to time, ZAIS Group may pay related party research and data services expenses directly to vendors, and subsequently invoice these costs to the respective ZAIS Managed Entities based upon certain criteria. At June 30, 2016 and December 31, 2015, approximately $1,266,000 and $650,000, respectively, was due to ZAIS Group from the ZAIS Managed Entities as a result of this arrangement. At June 30, 2016 and December 31, 2015, approximately $54,000 and $32,000, respectively, was due to ZAIS Group from the ZAIS Managed Entities and other related parties which were not as a result of this arrangement. These amounts are included in due from related parties in the consolidated statements of financial condition. ZGP has entered into a two-year Consulting Agreement (the “Consulting Agreement”) with Mr. Ramsey through RQSI, Ltd., an entity controlled by Mr. Ramsey, under the terms of which, among other things, Mr. Ramsey will provide consulting services to ZGP, ZAIS Group’s senior management team and ZAIS, as requested by ZAIS, from time to time during the 24-month period beginning on the closing of the Business Combination. Mr. Ramsey may not compete against ZGP during the term of the Consulting Agreement, and for two years following its termination. In consideration for his undertakings under the Consulting Agreement, ZGP will pay Mr. Ramsey a consulting fee of $ 500,000 125,000 250,000 145,000 ZAIS Group has agreed to use certain statistical data generated by RQSI, Ltd. models. ZAIS Group will utilize this information for trading futures in one of the ZAIS Managed Entities. ZAIS Group has entered into a month to month lease agreement with an affiliate of RQSI, Ltd to jointly occupy our UK office. The agreement is terminable upon 30 days’ notice. While there is currently no charge associated with the lease, the total market value of the agreement is approximately $ 13,000 ZAIS Group is a party to a consulting agreement with Tracy Rohan, Mr. Zugel’s sister-in-law, pursuant to which Ms. Rohan provides services to ZAIS Group relating to event planning, promotion, web and print branding and related services. Pursuant to the consulting agreement, Ms. Rohan earned approximately $ 27,000 29,000 54,000 58,000 At June 30, 2016 and December 31, 2015, approximately $62,000 and $66,000 respectively, relating to employee loans were included in due from related parties in the consolidated statements of financial condition. |
Fixed Assets
Fixed Assets | 6 Months Ended |
Jun. 30, 2016 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant and Equipment Disclosure [Text Block] | 11. Fixed Assets June 30, December 31, ( Dollars in thousands ) Office equipment $ 3,098 $ 3,088 Leasehold improvements 838 853 Furniture and fixtures 572 574 Software 409 409 4,917 4,924 Less accumulated depreciation (4,495) (4,380) Total $ 422 $ 544 For the three months ended June 30, 2016 and June 30, 2015, depreciation expense amounted to approximately $64,000 and $146,000, respectively. For the six months ended June 30, 2016 and June 30, 2015, depreciation expense amounted to approximately $127,000 and $208,000, respectively. The change in accumulated depreciation also includes the change in foreign currency spot rates for each respective period presented. The change in leasehold improvements also includes a $ (15,000) |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Jun. 30, 2016 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies Disclosure [Text Block] | 12. Commitments and Contingencies Capital Commitments As of June 30, 2016, a portion of the proceeds of the Business Combination had been committed to expand existing product lines. Up to $ 51 Zephyr A-6, L.P., this Consolidated Fund 20.5 Lease Obligations ZAIS Group is obligated under operating lease agreements for office space in the New Jersey and London offices expiring through October 2017. The Company recognizes expense related to its operating leases on a straight-line basis over the lease term. Period Amount ( Dollars in Six Months Ending December 31, 2016 $ 457 Ten Months Ending October 31, 2017 721 $ 1,178 Rent expense is recognized on a straight-line basis and is included in general, administrative and other in the consolidated statements of comprehensive income (loss). For the three months ended June 30, 2016 and June 30, 2015, rent expense amounted to approximately $ 263,000 282,000 507,000 818,000 Litigation From time to time, ZAIS Group may become involved in various claims, formal regulatory inquiries and legal actions arising in the ordinary course of business. The Company discloses information regarding such inquiries if disclosure is required pursuant to accounting and financial reporting standards. While we are currently involved in a formal regulatory inquiry, in management’s opinion the matter is not appropriate for accrual or disclosure in the financial statements at June 30, 2016. Other Contingencies In the normal course of business, ZAIS Group enters into contracts that provide a variety of indemnifications. Such contracts include those with certain service providers, brokers and trading counterparties. Any exposure to ZAIS Group under these arrangements could involve future claims that may be made against ZAIS Group. Currently, no such claims exist or are expected to arise and, accordingly, the Company has not accrued any liability in connection with such indemnifications. Gain Contingencies On April 7, 2016 the Company received notification from one of its insurance providers that the Company’s claim for reimbursement of certain legal costs relating to a formal regulatory inquiry had been approved. The total approved claim reimbursement for all legal costs incurred in excess of the $500,000 deductible was approximately $ 703,000 Contingencies Gain Contingencies 545,000 158,000 and a corresponding amount to general, administrative and other expense in the consolidated statements of comprehensive income (loss) 697,000 6,000 |
Segment Reporting
Segment Reporting | 6 Months Ended |
Jun. 30, 2016 | |
Segment Reporting [Abstract] | |
Segment Reporting Disclosure [Text Block] | 13. Segment Reporting The ZAIS Managed Entities segment is currently the Company’s only reportable segment, and represents the Company’s core business, as substantially all of the Company’s operations are conducted through this segment. The ZAIS Managed Entities segment provides investment advisory and asset management services to the ZAIS Managed Entities. |
Stockholders' Equity
Stockholders' Equity | 6 Months Ended |
Jun. 30, 2016 | |
Stockholders' Equity Note [Abstract] | |
Stockholders' Equity Note Disclosure [Text Block] | 14. Stockholders’ Equity Preferred Stock The Company is authorized to issue 2,000,000 0.0001 Class A Common Stock The Company is authorized to issue 180,000,000 0.0001 13,900,917 Class B Common Stock The Company is authorized to issue 20,000,000 0.000001 |
Earnings Per Share
Earnings Per Share | 6 Months Ended |
Jun. 30, 2016 | |
Earnings Per Share [Abstract] | |
Earnings Per Share [Text Block] | 15. Earnings Per Share Shares of Class B common stock have no impact on the calculation of consolidated net income (loss) per share of Class A common stock as holders of Class B common stock do not participate in net income or dividends, and thus, are not participating securities. Three Months Ended June 30, Six Months Ended June 30, 2016 2015 2016 2015 (Dollars in thousands, except shares and per share data) Numerator: Consolidated Net Income (Loss), net of tax, attributable to ZAIS Group Holdings, Inc. Class A common stockholders (Basic) $ (4,076) $ (2,947) $ (8,910) $ (3,769) Effect of dilutive securities: Consolidated Net Income (Loss), net of tax, attributable to non-controlling interests in ZGP (1,911) (2,231) (4,210) (6,745) Less: Consolidated Net (Income) Loss, net of tax, attributable to ZAIS REIT Management Class B interests (1) (142) (283) (284) (283) Income tax (benefit) expense (2) 1,027 2,871 Consolidated Net Income (Loss), net of tax, attributable to stockholders, after effect of dilutive securities $ (6,129) $ (4,434) $ (13,404) $ (7,926) Denominator: Weighted average number of shares of Class A Common Stock 13,892,016 13,870,917 13,881,466 8,046,665 Effect of dilutive securities: Weighted average number of Class A Units of ZGP 7,000,000 7,000,000 7,000,000 7,000,000 Dilutive number of Class B-0 Units and RSUs (3) Diluted weighted average shares outstanding (4) 20,892,016 20,870,917 20,881,466 15,046,665 Consolidated Net Income (Loss), net of tax, per Class A common share Basic $ (0.29) $ (0.21) $ (0.64) $ (0.47) Consolidated Net Income (Loss), net of tax, per Class A common share Diluted $ (0.29) $ (0.21) $ (0.64) $ (0.53) (1) Amount represents portion of the management fee income received from ZFC REIT that is payable to holders of Class B interests in ZAIS Group’s consolidated subsidiary ZAIS REIT Management. (2) Income tax (benefit) / expense for the three and six months ended June 30, 2016 is calculated using an assumed tax rate of 39.29 100 40.85 (3) The treasury stock method is used to calculate incremental Class A common shares on potentially dilutive Class A common shares resulting from unvested Class B-0 Units granted in connection with and subsequent to the Business Combination and unvested RSUs granted to non-employee directors. These units are anti-dilutive and, consequently, have been excluded from the computation of diluted weighted average shares outstanding. (4) Number of diluted shares outstanding takes into account non-controlling interests of ZGP that may be exchanged for Class A Common Stock under certain circumstances. |
Supplemental Financial Informat
Supplemental Financial Information | 6 Months Ended |
Jun. 30, 2016 | |
Statement of Financial Position [Abstract] | |
Consolidated Funds on the Company’s Financial Position [Text Block] | 16. Supplemental Financial Information The following supplemental financial information illustrates the consolidating effects of the Consolidated Funds on the Company’s financial position at June 30, 2016 and December 31, 2015, and results of operations for the three and six months ended June 30, 2016 and June 30, 2015. Subsequent to the filing of the 10-Q for the three months ended March 31, 2015, the Company elected to early adopt ASU 2015-02 with an effective date of January 1, 2015. As a result of this adoption, the majority of the ZAIS Managed Entities which were consolidated in the 10-Q for the three months ended March 31, 2015 were deconsolidated. Additionally, subsequent to the filing of the June 30, 2015 and September 30, 2015 10-Q’s, in December 2015 additional interpretations of ASU 2015-02 became available to the Company. As a result of these new interpretations, the Company reviewed its previous conclusions and determined that additional entities should be deconsolidated. There was no impact on the income (loss) allocated to ZAIS Group Holdings, Inc. Stockholders Equity as a result of this adoption. June 30, 2016 ZAIS Consolidated Eliminations Consolidated ( Dollars in thousands ) Assets Cash and cash equivalents $ 32,064 $ $ $ 32,064 Income and fees receivable 1,655 1,655 Investments in affiliates, at fair value 27,698 (22,491) 5,207 Due from related parties 1,382 1,382 Prepaid expenses 1,946 1,946 Other assets 301 301 Fixed assets, net 422 422 Assets of Consolidated Funds Investments, at fair value 44,201 44,201 Total Assets $ 65,468 $ 44,201 $ (22,491) $ 87,178 Liabilities and Equity Liabilities Notes payable $ 1,259 $ $ $ 1,259 Compensation payable 4,303 4,303 Due to related parties 142 142 Fees payable 2 2 Other liabilities 798 798 Liabilities of Consolidated Funds Other liabilities 101 101 Total Liabilities 6,504 101 6,605 Commitments and Contingencies (Note 12) Equity Preferred Stock Class A Common Stock 1 1 Class B Common Stock Additional paid-in-capital 61,965 61,965 Retained earnings (Accumulated deficit) (22,715) (22,715) Accumulated other comprehensive income (loss) 24 24 Total stockholders’ equity, ZAIS Group Holdings, Inc. 39,275 39,275 Non-controlling interests in ZAIS Group Parent, LLC 19,689 19,689 Non-controlling interests in Consolidated Funds 44,100 (22,491) 21,609 Total Equity 58,964 44,100 (22,491) 80,573 Total Liabilities and Equity $ 65,468 $ 44,201 $ (22,491) $ 87,178 December 31, 2015 ZAIS Consolidated Eliminations Consolidated ( Dollars in thousands ) Assets Cash and cash equivalents $ 44,351 $ $ $ 44,351 Income and fees receivable 2,529 2,529 Investments, at fair value 8,169 8,169 Investments in affiliates, at fair value 20,767 (15,525) 5,242 Due from related parties 748 748 Prepaid expenses 776 776 Other assets 310 310 Fixed assets, net 544 544 Assets of Consolidated Funds Cash and cash equivalents 33 33 Investments, at fair value 30,509 30,509 Total Assets $ 78,194 $ 30,542 $ (15,525) $ 93,211 Liabilities and Equity Liabilities Notes payable $ 1,255 $ $ $ 1,255 Compensation payable 3,575 3,575 Due to related parties 175 175 Fees payable 756 756 Other liabilities 1,546 1,546 Liabilities of Consolidated Funds Other liabilities 101 101 Total Liabilities 7,307 101 7,408 Commitments and Contingencies (Note 12) Equity Preferred Stock Class A Common Stock 1 1 Class B Common Stock Additional paid-in-capital 60,817 60,817 Retained earnings (Accumulated deficit) (13,805) (13,805) Accumulated other comprehensive income (loss) 158 158 Total stockholders’ equity, ZAIS Group Holdings, Inc. 47,171 47,171 Non-controlling interests in ZAIS Group Parent, LLC 23,716 23,716 Non-controlling interests in Consolidated Funds 30,441 (15,525) 14,916 Total Equity 70,887 30,441 (15,525) 85,803 Total Liabilities and Equity $ 78,194 $ 30,542 $ (15,525) $ 93,211 Three months Ended June 30, 2016 ZAIS Consolidated Eliminations Consolidated ( Dollars in Thousands ) Revenues Management fee income $ 3,571 $ $ $ 3,571 Incentive income 143 143 Other revenues 79 79 Total Revenues 3,793 3,793 Expenses Compensation and benefits 7,999 7,999 General, administrative and other 2,950 2,950 Depreciation 64 64 Expenses of Consolidated Funds 29 29 Total Expenses 11,013 29 11,042 Other Income (loss) Net gain (loss) on investments 1,150 (1,095) 55 Other income (expense) 87 87 Net gains (losses) of Consolidated Funds’ investments 2,176 2,176 Total Other Income (Loss) 1,237 2,176 (1,095) 2,318 Income (loss) before income taxes (5,983) 2,147 (4,931) Income tax (benefit) expense 4 4 Consolidated net income (loss), net of tax (5,987) 2,147 (1,095) (4,935) Other Comprehensive Income (Loss), net of tax Foreign currency translation adjustment (147) (147) Total Comprehensive Income (Loss) $ (6,134) $ 2,147 $ (1,095) $ (5,082) Three months Ended June 30, 2015 ZAIS Consolidated Eliminations Consolidated ( Dollars in Thousands ) Revenues Management fee income $ 4,081 $ $ $ 4,081 Incentive income 1,213 1,213 Other revenues 106 106 Total Revenues 5,400 5,400 Expenses Compensation and benefits 7,361 7,361 General, administrative and other 4,764 4,764 Depreciation 146 146 Expenses of Consolidated Funds Total Expenses 12,271 12,271 Other Income (loss) Net gain (loss) on investments 2 2 Other income (expense) 9 9 Net gains (losses) of Consolidated Funds’ investments Total Other Income (Loss) 11 11 Income (loss) before income taxes (6,860) (6,860) Income tax (benefit) expense (1,682) (1,682) Consolidated net income (loss), net of tax (5,178) (5,178) Other Comprehensive Income (Loss), net of tax Foreign currency translation adjustment 291 291 Total Comprehensive Income (Loss) $ (4,887) $ $ $ (4,887) Six months Ended June 30, 2016 ZAIS Consolidated Eliminations Consolidated ( Dollars in Thousands ) Revenues Management fee income $ 7,140 $ $ $ 7,140 Incentive income 295 295 Other revenues 159 159 Total Revenues 7,594 7,594 Expenses Compensation and benefits 17,006 17,006 General, administrative and other 6,160 6,160 Depreciation 127 127 Expenses of Consolidated Funds 48 48 Total Expenses 23,293 48 23,341 Other Income (loss) Net gain (loss) on investments 1,896 (1,859) 37 Other income (expense) 692 692 Net gains (losses) of Consolidated Funds’ investments 3,693 3,693 Total Other Income (Loss) 2,588 3,693 (1,859) 4,422 Income (loss) before income taxes (13,111) 3,645 (1,859) (11,325) Income tax (benefit) expense 9 9 Consolidated net income (loss), net of tax (13,120) 3,645 (1,859) (11,334) Other Comprehensive Income (Loss), net of tax Foreign currency translation adjustment (201) (201) Total Comprehensive Income (Loss) $ (13,321) $ 3,645 $ (1,859) $ (11,535) Six months Ended June 30, 2015 ZAIS Consolidated Eliminations Consolidated ( Dollars in Thousands ) Revenues Management fee income $ 7,834 $ $ $ 7,834 Incentive income 2,121 2,121 Other revenues 137 137 Total Revenues 10,092 10,092 Expenses Compensation and benefits 13,931 13,931 General, administrative and other 9,101 9,101 Depreciation 208 208 Expenses of Consolidated Funds Total Expenses 23,240 23,240 Other Income (loss) Net gain (loss) on investments 45 45 Other income (expense) 5 5 Net gains (losses) of Consolidated Funds’ investments Total Other Income (Loss) 50 50 Income (loss) before income taxes (13,098) (13,098) Income tax (benefit) expense (2,584) (2,584) Consolidated net income (loss), net of tax (10,514) (10,514) Other Comprehensive Income (Loss), net of tax Foreign currency translation adjustment 483 483 Total Comprehensive Income (Loss) $ (10,031) $ $ $ (10,031) |
Subsequent Events
Subsequent Events | 6 Months Ended |
Jun. 30, 2016 | |
Subsequent Events [Abstract] | |
Subsequent Events [Text Block] | 17. Subsequent Events None |
Basis of Presentation and Sum24
Basis of Presentation and Summary of Significant Accounting Policies (Policies) | 6 Months Ended |
Jun. 30, 2016 | |
Accounting Policies [Abstract] | |
Basis of Accounting, Policy [Policy Text Block] | Basis of Presentation The accompanying unaudited, interim, consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles ("U.S. GAAP") as contained within the Financial Accounting Standards Board’s ("FASB") Accounting Standards Codification ("ASC") and the rules and regulations of the SEC for interim reporting. In the opinion of management, all adjustments considered necessary for a fair statement of the Company's financial position, results of operations and cash flows have been included and are of a normal and recurring nature. The operating results presented for the interim periods are not necessarily indicative of the results that may be expected for any other interim period or for the entire year. Certain information and note disclosures normally included in financial statements prepared in accordance with U.S. GAAP as contained in the ASC have been condensed or omitted from the unaudited interim consolidated financial statements according to the SEC rules and regulations. The information and disclosures contained in these unaudited interim consolidated financial statements and notes should be read in conjunction with the consolidated financial statements and notes thereto included in the Company's Annual Report on Form 10-K Segment Reporting The Company currently is comprised of one reportable segment, the investment management segment, and substantially all of the Company’s operations are conducted through this segment. The investment management segment provides investment advisory and asset management services to the ZAIS Managed Entities. |
Use of Estimates, Policy [Policy Text Block] | Use of Estimates The preparation of the consolidated 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 disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. While management believes that the estimates used in preparing the consolidated financial statements are reasonable and prudent, actual results may ultimately differ from those estimates |
New Accounting Pronouncements, Policy [Policy Text Block] | In February 2016, the FASB issued Accounting Standards Update (“ASU”) No. 2016-02, Leases (Topic 428) In March 2016, the FASB issued Accounting Standards Update (“ASU”) No. 2016-09, Compensation-Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting In August 2015, the FASB issued ASU 2015-14, Revenue from Contracts with Customers (Topic 606), Revenue from Contracts with Customers In August 2014, the FASB issued ASU No. 2014-15, Presentation of Financial Statements Going Concern (Subtopic 205-04) Disclosure of Uncertainties about an Entity's Ability to Continue as a Going Concern |
Consolidation, Policy [Policy Text Block] | Principles of Consolidation The consolidated financial statements included herein are the financial statements of ZAIS, its subsidiaries and certain funds that are required to be consolidated. All intercompany balances and transactions have been eliminated in consolidation, including ZAIS’s investment in ZGP and ZGP’s investment in ZAIS Group. The Company's fiscal year ends on December 31. The consolidated financial statements include non-controlling interests in ZGP which are primarily comprised of Class A Units of ZGP held by the ZGP Founder Members. |
Fair Value of Investments (Tabl
Fair Value of Investments (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
Assets, Fair Value Disclosure [Abstract] | |
Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis [Table Text Block] | The following table summarizes the Company’s assets and liabilities measured at fair value on a recurring basis within the fair value hierarchy levels at June 30, 2016: June 30, 2016 ( Dollars in thousands ) Level 1 Level 2 Level 3 Total Assets, at fair value Investments in affiliates, at net asset value $ $ $ $ 5,207 Investments, at fair value CLO Warehouse 44,201 44,201 Total investments, at fair value 44,201 44,201 Total assets, at fair value $ $ $ 44,201 $ 49,408 The following table summarizes the Company’s assets and liabilities measured at fair value on a recurring basis within the fair value hierarchy levels at December 31, 2015: December 31, 2015 ( Dollars in thousands ) Level 1 Level 2 Level 3 Total Assets, at fair value Investments in affiliates, at net asset value $ $ $ $ 5,242 Investments, at fair value Short term high investment grade mutual funds 8,169 8,169 CLO Warehouse 30,509 30,509 Total investments, at fair value 8,169 30,509 38,678 Total assets, at fair value $ 8,169 $ $ 30,509 $ 43,920 |
Schedule of Changes in Fair Value of Assets and Liabilities [Table Text Block] | June 30, 2016 ( Dollars in thousands ) Beginning Purchases/ Sales/ Total Transfers Ending Change in CLO - Warehouse $ 30,509 $ 10,000 $ $ 3,692 $ $ 44,201 $ 3,692 Total investments, at fair value $ 30,509 $ 10,000 $ $ 3,692 $ $ 44,201 $ 3,692 The following table summarizes the changes in the Company’s Level 3 assets and liabilities for the year ended December 31, 2015: December 31, 2015 ( Dollars in thousands ) Beginning Purchases/ Sales/ Total Transfers Ending Change in CLO - Warehouse $ $ 30,000 $ $ 509 $ $ 30,509 $ 509 Total investments, at fair value $ $ 30,000 $ $ 509 $ $ 30,509 $ 509 |
Variable Interest Entities ("26
Variable Interest Entities ("VIEs") (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Schedule of Variable Interest Entities [Table Text Block] | The following table presents the assets and liabilities of entities that are VIEs, and consolidated by the Company on a gross basis prior to eliminations due to consolidation at June 30, 2016 and December 31, 2015: June 30, 2016 December 31, 2015 Funds Funds (Dollars in thousands) Assets Assets of Consolidated Funds Cash and cash equivalents $ $ 33 Investments, at fair value 44,201 30,509 Total Assets $ 44,201 $ 30,542 Liabilities Liabilities of Consolidated Funds Other liabilities $ 101 $ 101 Total Liabilities $ 101 $ 101 |
Management Fee Income and Inc27
Management Fee Income and Incentive Income (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
Management Fee Income and Incentive Income [Abstract] | |
Schedule of Components of Management Fee Income and Incentive Income [Table Text Block] | The following tables represent the gross amounts of management fee income and incentive income earned prior to eliminations due to consolidation of the Consolidated Funds and the net amount reported in the Company’s consolidated statements of comprehensive income (loss) for the three and six months ended June 30, 2016 and June 30, 2015. June 30, 2015 amounts have been adjusted to conform to current period presentation: Three Months Ended June 30, 2016 (Dollars in thousands) Fee Range Gross Elimination Net Management Fee Income Funds and accounts 0.50% - 1.25% $ 2,373 $ $ 2,373 CLO’s 0.15% - 0.50% 425 425 ZFC REIT 1.50% 773 773 Total $ 3,571 $ $ 3,571 Incentive Income (1) Funds and accounts 10% - 20% $ 143 $ $ 143 CLO’s 20% Total $ 143 $ $ 143 Three Months Ended June 30, 2015 (Dollars in thousands) Fee Range Gross Elimination Net Management Fee Income Funds and accounts 0.50% - 1.25% $ 2,942 $ $ 2,942 CLO’s 0.15% - 0.50% 285 285 ZFC REIT 1.50% 854 854 Total $ 4,081 $ $ 4,081 Incentive Income (1) Funds and accounts 10% - 20% $ 1,213 $ $ 1,213 CLO’s 20% Total $ 1,213 $ $ 1,213 Six Months Ended June 30, 2016 (Dollars in thousands) Fee Range Gross Elimination Net Management Fee Income Funds and accounts 0.50% - 1.25% $ 4,769 $ $ 4,769 CLO’s 0.15% - 0.50% 830 830 ZFC REIT 1.50% 1,541 1,541 Total $ 7,140 $ $ 7,140 Incentive Income (1) Funds and accounts 10% - 20% $ 295 $ $ 295 CLO’s 20% Total $ 295 $ $ 295 Six Months Ended June 30, 2015 (Dollars in thousands) Fee Range Gross Elimination Net Management Fee Income Funds and accounts 0.50% - 1.25% $ 5,977 $ $ 5,977 CLO’s 0.15% - 0.50% 429 429 ZFC REIT 1.50% 1,428 1,428 Total $ 7,834 $ $ 7,834 Incentive Income (1) Funds and accounts 10% - 20% $ 1,248 $ $ 1,248 CLO’s 10% - 20% 873 873 Total $ 2,121 $ $ 2,121 (1) Incentive income earned for certain of the ZAIS Managed Entities is subject to a hurdle rate of return as specified in each respective ZAIS Managed Entities’ operative agreement. |
Compensation (Tables)
Compensation (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
Share-based Compensation [Abstract] | |
Schedule Of Compensation Expense And Employee Benefit [Table Text Block] | The following table presents a detailed breakout of compensation expense recorded for the three and six months ended June 30, 2016 and June 30, 2015: Three Months Ended Three Months Ended Six Months Ended Six Months Ended Salaries $ 2,593,000 $ 3,486,000 $ 5,873,000 $ 7,015,000 Bonus 3,502,000 666,000 7,400,000 2,229,000 Points 32,000 32,000 Commissions 3,000 30,000 3,000 45,000 Income Unit Plan 198,000 Equity-Based Compensation 1,339,000 1,616,000 1,682,000 1,878,000 Severance 119,000 974,000 762,000 974,000 Payroll taxes and benefits 443,000 557,000 1,286,000 1,560,000 Total compensation and benefits $ 7,999,000 $ 7,361,000 $ 17,006,000 $ 13,931,000 |
Schedule of Nonvested Share Activity [Table Text Block] | The following table presents the unvested Class B-0 Units’ activity during the six months ended June 30, 2016: Number of Weighted Balance at December 31, 2015 1,337,486 $ 9.67 Granted 100,000 6.34 Forfeited (305,273) 9.70 Vested Balance at June 30, 2016 1,132,213 $ 9.36 |
Schedule of Nonvested Restricted Stock Units Activity [Table Text Block] | The following table presents the unvested RSU activity during the six months ended June 30, 2016: Number of Weighted Balance at December 31, 2015 30,000 $ 9.85 Granted 30,942 3.22 Forfeited Vested (30,000) 9.85 Balance at June 30, 2016 30,942 $ 3.22 |
Income Taxes (Tables)
Income Taxes (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
Income Tax Disclosure [Abstract] | |
Schedule of Effective Income Tax Rate Reconciliation [Table Text Block] | The following is a reconciliation of the U.S. statutory federal income tax to the Company’s effective tax. As a result of the variations each quarter in the relationship between pre-tax income and income tax expense, the Company utilizes the actual effective tax rate for each interim period being presented to calculate the tax expense. Three Months Ended June, Six Months Ended June, 2016 2015 2016 2015 Income tax (benefit) expense at the U.S. federal statutory income tax rate $ (1,676,000) (2,401,000) (3,850,000) (4,584,000) State and local income tax, net of federal benefit (242,000) (291,000) (529,000) (373,000) Foreign tax 4,000 353,000 9,000 20,000 Effect of permanent differences 56,000 58,000 Income attributable to non-controlling interests in Consolidated Funds not subject to tax (358,000) (607,000) Income attributable to non-controlling interests in ZGP not subject to tax 649,000 657,000 1,430,000 2,353,000 Valuation allowance 1,571,000 3,498,000 Total 4,000 (1,682,000) 9,000 (2,584,000) |
Summary of Operating Loss Carryforwards [Table Text Block] | As of June 30, 2016, the Company has estimated federal and state income tax net operating loss carryforwards of $ 16,729,000 2032 $ 1,000 2033 83,000 2034 122,000 2035 7,388,000 2036 9,135,000 Total $ 16,729,000 |
Fixed Assets (Tables)
Fixed Assets (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant and Equipment [Table Text Block] | Fixed assets consist of the following: June 30, December 31, ( Dollars in thousands ) Office equipment $ 3,098 $ 3,088 Leasehold improvements 838 853 Furniture and fixtures 572 574 Software 409 409 4,917 4,924 Less accumulated depreciation (4,495) (4,380) Total $ 422 $ 544 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of Future Minimum Rental Payments for Operating Leases [Table Text Block] | Aggregate future minimum annual rental payments for the periods subsequent to June 30, 2016 are approximately as follows: Period Amount ( Dollars in Six Months Ending December 31, 2016 $ 457 Ten Months Ending October 31, 2017 721 $ 1,178 |
Earnings Per Share (Tables)
Earnings Per Share (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
Earnings Per Share [Abstract] | |
Schedule of Earnings Per Share, Basic and Diluted [Table Text Block] | The following table presents a reconciliation of the earnings and shares used in calculating basic and diluted earnings per share: Three Months Ended June 30, Six Months Ended June 30, 2016 2015 2016 2015 (Dollars in thousands, except shares and per share data) Numerator: Consolidated Net Income (Loss), net of tax, attributable to ZAIS Group Holdings, Inc. Class A common stockholders (Basic) $ (4,076) $ (2,947) $ (8,910) $ (3,769) Effect of dilutive securities: Consolidated Net Income (Loss), net of tax, attributable to non-controlling interests in ZGP (1,911) (2,231) (4,210) (6,745) Less: Consolidated Net (Income) Loss, net of tax, attributable to ZAIS REIT Management Class B interests (1) (142) (283) (284) (283) Income tax (benefit) expense (2) 1,027 2,871 Consolidated Net Income (Loss), net of tax, attributable to stockholders, after effect of dilutive securities $ (6,129) $ (4,434) $ (13,404) $ (7,926) Denominator: Weighted average number of shares of Class A Common Stock 13,892,016 13,870,917 13,881,466 8,046,665 Effect of dilutive securities: Weighted average number of Class A Units of ZGP 7,000,000 7,000,000 7,000,000 7,000,000 Dilutive number of Class B-0 Units and RSUs (3) Diluted weighted average shares outstanding (4) 20,892,016 20,870,917 20,881,466 15,046,665 Consolidated Net Income (Loss), net of tax, per Class A common share Basic $ (0.29) $ (0.21) $ (0.64) $ (0.47) Consolidated Net Income (Loss), net of tax, per Class A common share Diluted $ (0.29) $ (0.21) $ (0.64) $ (0.53) (1) Amount represents portion of the management fee income received from ZFC REIT that is payable to holders of Class B interests in ZAIS Group’s consolidated subsidiary ZAIS REIT Management. (2) Income tax (benefit) / expense for the three and six months ended June 30, 2016 is calculated using an assumed tax rate of 39.29 100 40.85 (3) The treasury stock method is used to calculate incremental Class A common shares on potentially dilutive Class A common shares resulting from unvested Class B-0 Units granted in connection with and subsequent to the Business Combination and unvested RSUs granted to non-employee directors. These units are anti-dilutive and, consequently, have been excluded from the computation of diluted weighted average shares outstanding. (4) Number of diluted shares outstanding takes into account non-controlling interests of ZGP that may be exchanged for Class A Common Stock under certain circumstances. |
Supplemental Financial Inform33
Supplemental Financial Information (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
Statement of Financial Position [Abstract] | |
Schedule Of Consolidated Funds on the Company’s Financial Position [Table Text Block] | The June 30, 2015 figures below reflect the consolidated results of the Company for the three and six months ended June 30, 2015, subsequent to the adoption of ASU 2015-02: June 30, 2016 ZAIS Consolidated Eliminations Consolidated ( Dollars in thousands ) Assets Cash and cash equivalents $ 32,064 $ $ $ 32,064 Income and fees receivable 1,655 1,655 Investments in affiliates, at fair value 27,698 (22,491) 5,207 Due from related parties 1,382 1,382 Prepaid expenses 1,946 1,946 Other assets 301 301 Fixed assets, net 422 422 Assets of Consolidated Funds Investments, at fair value 44,201 44,201 Total Assets $ 65,468 $ 44,201 $ (22,491) $ 87,178 Liabilities and Equity Liabilities Notes payable $ 1,259 $ $ $ 1,259 Compensation payable 4,303 4,303 Due to related parties 142 142 Fees payable 2 2 Other liabilities 798 798 Liabilities of Consolidated Funds Other liabilities 101 101 Total Liabilities 6,504 101 6,605 Commitments and Contingencies (Note 12) Equity Preferred Stock Class A Common Stock 1 1 Class B Common Stock Additional paid-in-capital 61,965 61,965 Retained earnings (Accumulated deficit) (22,715) (22,715) Accumulated other comprehensive income (loss) 24 24 Total stockholders’ equity, ZAIS Group Holdings, Inc. 39,275 39,275 Non-controlling interests in ZAIS Group Parent, LLC 19,689 19,689 Non-controlling interests in Consolidated Funds 44,100 (22,491) 21,609 Total Equity 58,964 44,100 (22,491) 80,573 Total Liabilities and Equity $ 65,468 $ 44,201 $ (22,491) $ 87,178 December 31, 2015 ZAIS Consolidated Eliminations Consolidated ( Dollars in thousands ) Assets Cash and cash equivalents $ 44,351 $ $ $ 44,351 Income and fees receivable 2,529 2,529 Investments, at fair value 8,169 8,169 Investments in affiliates, at fair value 20,767 (15,525) 5,242 Due from related parties 748 748 Prepaid expenses 776 776 Other assets 310 310 Fixed assets, net 544 544 Assets of Consolidated Funds Cash and cash equivalents 33 33 Investments, at fair value 30,509 30,509 Total Assets $ 78,194 $ 30,542 $ (15,525) $ 93,211 Liabilities and Equity Liabilities Notes payable $ 1,255 $ $ $ 1,255 Compensation payable 3,575 3,575 Due to related parties 175 175 Fees payable 756 756 Other liabilities 1,546 1,546 Liabilities of Consolidated Funds Other liabilities 101 101 Total Liabilities 7,307 101 7,408 Commitments and Contingencies (Note 12) Equity Preferred Stock Class A Common Stock 1 1 Class B Common Stock Additional paid-in-capital 60,817 60,817 Retained earnings (Accumulated deficit) (13,805) (13,805) Accumulated other comprehensive income (loss) 158 158 Total stockholders’ equity, ZAIS Group Holdings, Inc. 47,171 47,171 Non-controlling interests in ZAIS Group Parent, LLC 23,716 23,716 Non-controlling interests in Consolidated Funds 30,441 (15,525) 14,916 Total Equity 70,887 30,441 (15,525) 85,803 Total Liabilities and Equity $ 78,194 $ 30,542 $ (15,525) $ 93,211 Three months Ended June 30, 2016 ZAIS Consolidated Eliminations Consolidated ( Dollars in Thousands ) Revenues Management fee income $ 3,571 $ $ $ 3,571 Incentive income 143 143 Other revenues 79 79 Total Revenues 3,793 3,793 Expenses Compensation and benefits 7,999 7,999 General, administrative and other 2,950 2,950 Depreciation 64 64 Expenses of Consolidated Funds 29 29 Total Expenses 11,013 29 11,042 Other Income (loss) Net gain (loss) on investments 1,150 (1,095) 55 Other income (expense) 87 87 Net gains (losses) of Consolidated Funds’ investments 2,176 2,176 Total Other Income (Loss) 1,237 2,176 (1,095) 2,318 Income (loss) before income taxes (5,983) 2,147 (4,931) Income tax (benefit) expense 4 4 Consolidated net income (loss), net of tax (5,987) 2,147 (1,095) (4,935) Other Comprehensive Income (Loss), net of tax Foreign currency translation adjustment (147) (147) Total Comprehensive Income (Loss) $ (6,134) $ 2,147 $ (1,095) $ (5,082) Three months Ended June 30, 2015 ZAIS Consolidated Eliminations Consolidated ( Dollars in Thousands ) Revenues Management fee income $ 4,081 $ $ $ 4,081 Incentive income 1,213 1,213 Other revenues 106 106 Total Revenues 5,400 5,400 Expenses Compensation and benefits 7,361 7,361 General, administrative and other 4,764 4,764 Depreciation 146 146 Expenses of Consolidated Funds Total Expenses 12,271 12,271 Other Income (loss) Net gain (loss) on investments 2 2 Other income (expense) 9 9 Net gains (losses) of Consolidated Funds’ investments Total Other Income (Loss) 11 11 Income (loss) before income taxes (6,860) (6,860) Income tax (benefit) expense (1,682) (1,682) Consolidated net income (loss), net of tax (5,178) (5,178) Other Comprehensive Income (Loss), net of tax Foreign currency translation adjustment 291 291 Total Comprehensive Income (Loss) $ (4,887) $ $ $ (4,887) Six months Ended June 30, 2016 ZAIS Consolidated Eliminations Consolidated ( Dollars in Thousands ) Revenues Management fee income $ 7,140 $ $ $ 7,140 Incentive income 295 295 Other revenues 159 159 Total Revenues 7,594 7,594 Expenses Compensation and benefits 17,006 17,006 General, administrative and other 6,160 6,160 Depreciation 127 127 Expenses of Consolidated Funds 48 48 Total Expenses 23,293 48 23,341 Other Income (loss) Net gain (loss) on investments 1,896 (1,859) 37 Other income (expense) 692 692 Net gains (losses) of Consolidated Funds’ investments 3,693 3,693 Total Other Income (Loss) 2,588 3,693 (1,859) 4,422 Income (loss) before income taxes (13,111) 3,645 (1,859) (11,325) Income tax (benefit) expense 9 9 Consolidated net income (loss), net of tax (13,120) 3,645 (1,859) (11,334) Other Comprehensive Income (Loss), net of tax Foreign currency translation adjustment (201) (201) Total Comprehensive Income (Loss) $ (13,321) $ 3,645 $ (1,859) $ (11,535) Six months Ended June 30, 2015 ZAIS Consolidated Eliminations Consolidated ( Dollars in Thousands ) Revenues Management fee income $ 7,834 $ $ $ 7,834 Incentive income 2,121 2,121 Other revenues 137 137 Total Revenues 10,092 10,092 Expenses Compensation and benefits 13,931 13,931 General, administrative and other 9,101 9,101 Depreciation 208 208 Expenses of Consolidated Funds Total Expenses 23,240 23,240 Other Income (loss) Net gain (loss) on investments 45 45 Other income (expense) 5 5 Net gains (losses) of Consolidated Funds’ investments Total Other Income (Loss) 50 50 Income (loss) before income taxes (13,098) (13,098) Income tax (benefit) expense (2,584) (2,584) Consolidated net income (loss), net of tax (10,514) (10,514) Other Comprehensive Income (Loss), net of tax Foreign currency translation adjustment 483 483 Total Comprehensive Income (Loss) $ (10,031) $ $ $ (10,031) |
Organization (Details Textual)
Organization (Details Textual) - USD ($) $ / shares in Units, $ in Millions | Jun. 30, 2016 | Dec. 31, 2015 | Mar. 31, 2014 |
ZAIS [Member] | |||
Assets under Management, Carrying Amount | $ 3,949 | ||
Noncontrolling Interest, Ownership Percentage by Parent | 100.00% | ||
Equity Method Investment, Ownership Percentage | 66.50% | ||
Common Class B [Member] | |||
Common Stock, Par or Stated Value Per Share | $ 0.000001 | $ 0.000001 | |
Common Class B [Member] | ZGP Founders [Member] | |||
Common Stock, Par or Stated Value Per Share | $ 0.000001 |
Investments in Affiliates (Deta
Investments in Affiliates (Details Textual) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | Dec. 31, 2015 | |
Investments in and Advances to Affiliates [Line Items] | |||||
Investments in and Advances to Affiliates, at Fair Value | $ 5,207 | $ 5,207 | $ 5,242 | ||
Unrealized Gain (Loss) on Investments | $ 25 | $ 2 | $ (22) | $ 25 |
Fair Value of Investments (Deta
Fair Value of Investments (Details) - USD ($) $ in Thousands | Jun. 30, 2016 | Dec. 31, 2015 |
Investments, at fair value | ||
Investments in affiliates, at net asset value | $ 5,207 | $ 5,242 |
Investments, Fair Value Disclosure | 8,169 | |
Consolidated Funds [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Assets, Fair Value Disclosure | 49,408 | 43,920 |
Investments, at fair value | ||
Investments, Fair Value Disclosure | 44,201 | 38,678 |
Collateralized Loan Obligations [Member] | ||
Investments, at fair value | ||
Investments, Fair Value Disclosure | 44,201 | 30,509 |
Fair Value, Inputs, Level 1 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Assets, Fair Value Disclosure | 0 | 8,169 |
Investments, at fair value | ||
Investments in affiliates, at net asset value | 0 | 0 |
Investments, Fair Value Disclosure | 0 | 8,169 |
Fair Value, Inputs, Level 1 [Member] | Collateralized Loan Obligations [Member] | ||
Investments, at fair value | ||
Investments, Fair Value Disclosure | 0 | 0 |
Fair Value, Inputs, Level 2 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Assets, Fair Value Disclosure | 0 | 0 |
Investments, at fair value | ||
Investments in affiliates, at net asset value | 0 | 0 |
Investments, Fair Value Disclosure | 0 | 0 |
Fair Value, Inputs, Level 2 [Member] | Collateralized Loan Obligations [Member] | ||
Investments, at fair value | ||
Investments, Fair Value Disclosure | 0 | 0 |
Fair Value, Inputs, Level 3 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Assets, Fair Value Disclosure | 44,201 | 30,509 |
Investments, at fair value | ||
Investments in affiliates, at net asset value | 0 | 0 |
Investments, Fair Value Disclosure | 44,201 | 30,509 |
Fair Value, Inputs, Level 3 [Member] | Collateralized Loan Obligations [Member] | ||
Investments, at fair value | ||
Investments, Fair Value Disclosure | $ 44,201 | 30,509 |
Funds [Member] | ||
Investments, at fair value | ||
Investments, Fair Value Disclosure | 8,169 | |
Funds [Member] | Fair Value, Inputs, Level 1 [Member] | ||
Investments, at fair value | ||
Investments, Fair Value Disclosure | 8,169 | |
Funds [Member] | Fair Value, Inputs, Level 2 [Member] | ||
Investments, at fair value | ||
Investments, Fair Value Disclosure | 0 | |
Funds [Member] | Fair Value, Inputs, Level 3 [Member] | ||
Investments, at fair value | ||
Investments, Fair Value Disclosure | $ 0 |
Fair Value of Investments (De37
Fair Value of Investments (Details 1) - USD ($) $ in Thousands | 6 Months Ended | 12 Months Ended |
Jun. 30, 2016 | Dec. 31, 2015 | |
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Total investments, at fair value (Beginning Balance) | $ 30,509 | $ 0 |
Total investments, at fair value, Purchases/Issuances | 10,000 | 30,000 |
Total investments, at fair value, Sales/Redemptions/Settlements | 0 | 0 |
Total investments, at fair value, Total Realized and Change in Unrealized Gains (Losses) | 3,692 | 509 |
Total investments, at fair value, Transfers to (from) Level 3 | 0 | 0 |
Total investments, at fair value (Ending Balance) | 44,201 | 30,509 |
Total investments, at fair value, Assets Measured on Recurring Basis, Change in Unrealized Gains/Losses Relating to Assets and Liabilities Still Held | 3,692 | 509 |
Collateralized Loan Obligations [Member] | ||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Total investments, at fair value (Beginning Balance) | 30,509 | 0 |
Total investments, at fair value, Purchases/Issuances | 10,000 | 30,000 |
Total investments, at fair value, Sales/Redemptions/Settlements | 0 | 0 |
Total investments, at fair value, Total Realized and Change in Unrealized Gains (Losses) | 3,692 | 509 |
Total investments, at fair value, Transfers to (from) Level 3 | 0 | 0 |
Total investments, at fair value (Ending Balance) | 44,201 | 30,509 |
Total investments, at fair value, Assets Measured on Recurring Basis, Change in Unrealized Gains/Losses Relating to Assets and Liabilities Still Held | $ 3,692 | $ 509 |
Fair Value of Investments (De38
Fair Value of Investments (Details Textual) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2016 | Dec. 31, 2015 | |
Collateralized Loan Obligation Excess Spread | 10.50% | 1.70% |
Variable Interest Entities ("39
Variable Interest Entities ("VIEs") (Details) - USD ($) $ in Thousands | Jun. 30, 2016 | Dec. 31, 2015 | Jun. 30, 2015 | Dec. 31, 2014 |
Assets of Consolidated Funds | ||||
Cash and cash equivalents | $ 32,064 | $ 44,351 | $ 75,198 | $ 7,664 |
Total Assets | 87,178 | 93,211 | ||
Liabilities of Consolidated Funds | ||||
Other liabilities | 798 | 1,546 | ||
Total Liabilities | 6,605 | 7,408 | ||
Consolidated Funds [Member] | Variable Interest Entity, Primary Beneficiary [Member] | ||||
Assets of Consolidated Funds | ||||
Cash and cash equivalents | 0 | 33 | ||
Investments, at fair value | 44,201 | 30,509 | ||
Total Assets | 44,201 | 30,542 | ||
Liabilities of Consolidated Funds | ||||
Other liabilities | 101 | 101 | ||
Total Liabilities | $ 101 | $ 101 |
Management Fee Income and Inc40
Management Fee Income and Incentive Income (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | ||||
Components of Management Fee Income and Incentive Income [Line Items] | |||||||
Management Fee Income | $ 3,571 | $ 4,081 | [1] | $ 7,140 | $ 7,834 | [1] | |
Management Fees, Incentive Revenue | 143 | 1,213 | [1] | 295 | 2,121 | [1] | |
Asset Management Income [Member] | |||||||
Components of Management Fee Income and Incentive Income [Line Items] | |||||||
Management Fee Income | 3,571 | 4,081 | 7,140 | 7,834 | |||
Incentive Fee Income [Member] | |||||||
Components of Management Fee Income and Incentive Income [Line Items] | |||||||
Management Fees, Incentive Revenue | [2] | 143 | 1,213 | 295 | 2,121 | ||
Collateralized Loan Obligations [Member] | Asset Management Income [Member] | |||||||
Components of Management Fee Income and Incentive Income [Line Items] | |||||||
Management Fee Income | 425 | 285 | 830 | 429 | |||
Collateralized Loan Obligations [Member] | Incentive Fee Income [Member] | |||||||
Components of Management Fee Income and Incentive Income [Line Items] | |||||||
Management Fees, Incentive Revenue | [2] | $ 0 | $ 0 | $ 0 | $ 873 | ||
Percentage of Incentive Income Earned | [2] | 20.00% | 20.00% | 20.00% | |||
Maximum [Member] | Collateralized Loan Obligations [Member] | Asset Management Income [Member] | |||||||
Components of Management Fee Income and Incentive Income [Line Items] | |||||||
Conditional Management Fees, Based on Net Asset Value, Percentage | 0.50% | 0.50% | 0.50% | 0.50% | |||
Maximum [Member] | Collateralized Loan Obligations [Member] | Incentive Fee Income [Member] | |||||||
Components of Management Fee Income and Incentive Income [Line Items] | |||||||
Percentage of Incentive Income Earned | [2] | 20.00% | |||||
Minimum [Member] | Collateralized Loan Obligations [Member] | Asset Management Income [Member] | |||||||
Components of Management Fee Income and Incentive Income [Line Items] | |||||||
Conditional Management Fees, Based on Net Asset Value, Percentage | 0.15% | 0.15% | 0.15% | 0.15% | |||
Minimum [Member] | Collateralized Loan Obligations [Member] | Incentive Fee Income [Member] | |||||||
Components of Management Fee Income and Incentive Income [Line Items] | |||||||
Percentage of Incentive Income Earned | [2] | 10.00% | |||||
Funds and accounts [Member] | Asset Management Income [Member] | |||||||
Components of Management Fee Income and Incentive Income [Line Items] | |||||||
Management Fee Income | $ 2,373 | $ 2,942 | $ 4,769 | $ 5,977 | |||
Funds and accounts [Member] | Incentive Fee Income [Member] | |||||||
Components of Management Fee Income and Incentive Income [Line Items] | |||||||
Management Fees, Incentive Revenue | [2] | $ 143 | $ 1,213 | $ 295 | $ 1,248 | ||
Funds and accounts [Member] | Maximum [Member] | Asset Management Income [Member] | |||||||
Components of Management Fee Income and Incentive Income [Line Items] | |||||||
Conditional Management Fees, Based on Net Asset Value, Percentage | 1.25% | 1.25% | 1.25% | 1.25% | |||
Funds and accounts [Member] | Maximum [Member] | Incentive Fee Income [Member] | |||||||
Components of Management Fee Income and Incentive Income [Line Items] | |||||||
Percentage of Incentive Income Earned | [2] | 20.00% | 20.00% | 20.00% | 20.00% | ||
Funds and accounts [Member] | Minimum [Member] | Asset Management Income [Member] | |||||||
Components of Management Fee Income and Incentive Income [Line Items] | |||||||
Conditional Management Fees, Based on Net Asset Value, Percentage | 0.50% | 0.50% | 0.50% | 0.50% | |||
Funds and accounts [Member] | Minimum [Member] | Incentive Fee Income [Member] | |||||||
Components of Management Fee Income and Incentive Income [Line Items] | |||||||
Percentage of Incentive Income Earned | [2] | 10.00% | 10.00% | 10.00% | 10.00% | ||
ZFC REIT [Member] | Asset Management Income [Member] | |||||||
Components of Management Fee Income and Incentive Income [Line Items] | |||||||
Management Fee Income | $ 773 | $ 854 | $ 1,541 | $ 1,428 | |||
Conditional Management Fees, Based on Net Asset Value, Percentage | 1.50% | 1.50% | 1.50% | 1.50% | |||
Gross Amount [Member] | Asset Management Income [Member] | |||||||
Components of Management Fee Income and Incentive Income [Line Items] | |||||||
Management Fee Income | $ 3,571 | $ 4,081 | $ 7,140 | $ 7,834 | |||
Gross Amount [Member] | Incentive Fee Income [Member] | |||||||
Components of Management Fee Income and Incentive Income [Line Items] | |||||||
Management Fees, Incentive Revenue | [2] | 143 | 1,213 | 295 | 2,121 | ||
Gross Amount [Member] | Collateralized Loan Obligations [Member] | Asset Management Income [Member] | |||||||
Components of Management Fee Income and Incentive Income [Line Items] | |||||||
Management Fee Income | 425 | 285 | 830 | 429 | |||
Gross Amount [Member] | Collateralized Loan Obligations [Member] | Incentive Fee Income [Member] | |||||||
Components of Management Fee Income and Incentive Income [Line Items] | |||||||
Management Fees, Incentive Revenue | [2] | 0 | 0 | 0 | 873 | ||
Gross Amount [Member] | Funds and accounts [Member] | Asset Management Income [Member] | |||||||
Components of Management Fee Income and Incentive Income [Line Items] | |||||||
Management Fee Income | 2,373 | 2,942 | 4,769 | 5,977 | |||
Gross Amount [Member] | Funds and accounts [Member] | Incentive Fee Income [Member] | |||||||
Components of Management Fee Income and Incentive Income [Line Items] | |||||||
Management Fees, Incentive Revenue | [2] | 143 | 1,213 | 295 | 1,248 | ||
Gross Amount [Member] | ZFC REIT [Member] | Asset Management Income [Member] | |||||||
Components of Management Fee Income and Incentive Income [Line Items] | |||||||
Management Fee Income | 773 | 854 | 1,541 | 1,428 | |||
Elimination [Member] | |||||||
Components of Management Fee Income and Incentive Income [Line Items] | |||||||
Management Fee Income | 0 | 0 | 0 | 0 | |||
Management Fees, Incentive Revenue | 0 | 0 | 0 | 0 | |||
Elimination [Member] | Asset Management Income [Member] | |||||||
Components of Management Fee Income and Incentive Income [Line Items] | |||||||
Management Fee Income | 0 | 0 | 0 | 0 | |||
Elimination [Member] | Incentive Fee Income [Member] | |||||||
Components of Management Fee Income and Incentive Income [Line Items] | |||||||
Management Fees, Incentive Revenue | [2] | 0 | 0 | 0 | 0 | ||
Elimination [Member] | Collateralized Loan Obligations [Member] | Asset Management Income [Member] | |||||||
Components of Management Fee Income and Incentive Income [Line Items] | |||||||
Management Fee Income | 0 | 0 | 0 | 0 | |||
Elimination [Member] | Collateralized Loan Obligations [Member] | Incentive Fee Income [Member] | |||||||
Components of Management Fee Income and Incentive Income [Line Items] | |||||||
Management Fees, Incentive Revenue | [2] | 0 | 0 | 0 | 0 | ||
Elimination [Member] | Funds and accounts [Member] | Asset Management Income [Member] | |||||||
Components of Management Fee Income and Incentive Income [Line Items] | |||||||
Management Fee Income | 0 | 0 | 0 | 0 | |||
Elimination [Member] | Funds and accounts [Member] | Incentive Fee Income [Member] | |||||||
Components of Management Fee Income and Incentive Income [Line Items] | |||||||
Management Fees, Incentive Revenue | [2] | 0 | 0 | 0 | 0 | ||
Elimination [Member] | ZFC REIT [Member] | Asset Management Income [Member] | |||||||
Components of Management Fee Income and Incentive Income [Line Items] | |||||||
Management Fee Income | $ 0 | $ 0 | $ 0 | $ 0 | |||
[1] | Subsequent to the filing of the 10-Q for the three months ended March 31, 2015, the Company elected to early adopt ASU 2015-02 with an effective date of January 1, 2015. As a result of this adoption, the majority of the ZAIS Managed Entities which were consolidated in the 10-Q for the three months ended March 31, 2015 were deconsolidated. Additionally, subsequent to the filing of the June 30, 2015 and September 30, 2015 10-Q’s, in December 2015 additional interpretations of ASU 2015-02 became available to the Company. As a result of these new interpretations, the Company reviewed its previous conclusions and determined that additional entities should be deconsolidated. There was no impact on the income (loss) allocated to ZAIS Group Holdings, Inc. Stockholders Equity as a result of this adoption. The June 30, 2015 figures above reflect the consolidated results of the Company for the three and six months ended June 30, 2015, subsequent to the adoption of ASU 2015-02. | ||||||
[2] | Incentive income earned for certain of the ZAIS Managed Entities is subject to a hurdle rate of return as specified in each respective ZAIS Managed Entities’ operative agreement. |
Management Fee Income and Inc41
Management Fee Income and Incentive Income (Details Textual) - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | Dec. 31, 2015 | Apr. 07, 2016 | |
Components of Management Fee Income and Incentive Income [Line Items] | ||||||
Management Fees Receivable Subject To Compromise Early Contract Termination Fees | $ 8,000,000 | |||||
Accrued Management Fee Income | $ 1,646,000 | $ 1,670,000 | ||||
Accrued Incentive Income | 9,000 | $ 859,000 | ||||
Management Fee Credits | $ (50,000) | $ (39,000) | (104,000) | $ (104,000) | ||
Incentive Fee Credits | $ 0 | $ (59,000) | $ 0 | $ (59,000) |
Debt Obligations (Details Textu
Debt Obligations (Details Textual) | Mar. 17, 2015USD ($) |
Notes Payable, Other Payables [Member] | |
Debt Instrument [Line Items] | |
Debt Instrument, Face Amount | $ 1,250,000 |
Compensation (Details)
Compensation (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | |||
Salaries | $ 2,593,000 | $ 3,486,000 | $ 5,873,000 | $ 7,015,000 | ||
Bonus | 3,502,000 | 666,000 | 7,400,000 | 2,229,000 | ||
Points | 0 | 32,000 | 0 | 32,000 | ||
Commissions | 3,000 | 30,000 | 3,000 | 45,000 | ||
Income Unit Plan | 0 | 0 | 0 | 198,000 | ||
Equity-Based Compensation | 1,339,000 | 1,616,000 | 1,682,000 | 1,878,000 | ||
Severance | 119,000 | 974,000 | 762,000 | 974,000 | ||
Payroll taxes and benefits | 443,000 | 557,000 | 1,286,000 | 1,560,000 | ||
Total compensation and benefits | $ 7,999,000 | $ 7,361,000 | [1] | $ 17,006,000 | $ 13,931,000 | [1] |
[1] | Subsequent to the filing of the 10-Q for the three months ended March 31, 2015, the Company elected to early adopt ASU 2015-02 with an effective date of January 1, 2015. As a result of this adoption, the majority of the ZAIS Managed Entities which were consolidated in the 10-Q for the three months ended March 31, 2015 were deconsolidated. Additionally, subsequent to the filing of the June 30, 2015 and September 30, 2015 10-Q’s, in December 2015 additional interpretations of ASU 2015-02 became available to the Company. As a result of these new interpretations, the Company reviewed its previous conclusions and determined that additional entities should be deconsolidated. There was no impact on the income (loss) allocated to ZAIS Group Holdings, Inc. Stockholders Equity as a result of this adoption. The June 30, 2015 figures above reflect the consolidated results of the Company for the three and six months ended June 30, 2015, subsequent to the adoption of ASU 2015-02. |
Compensation (Details 1)
Compensation (Details 1) - Class B-O Units [Member] | 6 Months Ended |
Jun. 30, 2016$ / sharesshares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
B-0 Units, Balance at December 31, 2015 | shares | 1,337,486 |
B-0 Units, Granted | shares | 100,000 |
B-0 Units, Forfeited | shares | (305,273) |
B-0 Units, Vested | shares | 0 |
B-0 Units, Balance at June 30, 2016 | shares | 1,132,213 |
Weighted Average Grant Date Fair Value per Unit, Balance at December 31, 2015 | $ / shares | $ 9.67 |
Weighted Average Grant Date Fair Value per Unit, Granted | $ / shares | 6.34 |
Weighted Average Grant Date Fair Value per Unit, Forfeited | $ / shares | 9.7 |
Weighted Average Grant Date Fair Value per Unit, Vested | $ / shares | 0 |
Weighted Average Grant Date Fair Value per Unit, Balance at June 30, 2016 | $ / shares | $ 9.36 |
Compensation (Details 2)
Compensation (Details 2) - Restricted Stock Units (RSUs) [Member] | 6 Months Ended |
Jun. 30, 2016$ / sharesshares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
RSUs, Balance at December 31, 2015 | shares | 30,000 |
RSUs, Granted | shares | 30,942 |
RSUs, Forfeited | shares | 0 |
RSUs, Vested | shares | (30,000) |
RSUs, Balance at June 30, 2016 | shares | 30,942 |
Weighted Average Grant Date Fair Value per Unit, Balance at December 31, 2015 | $ / shares | $ 9.85 |
Weighted Average Grant Date Fair Value per Unit, Granted | $ / shares | 3.22 |
Weighted Average Grant Date Fair Value per Unit, Forfeited | $ / shares | 0 |
Weighted Average Grant Date Fair Value per Unit, Vested | $ / shares | 9.85 |
Weighted Average Grant Date Fair Value per Unit, Balance at June 30, 2016 | $ / shares | $ 3.22 |
Compensation (Details Textual)
Compensation (Details Textual) | 1 Months Ended | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||
Mar. 08, 2016 | Jun. 30, 2016USD ($) | Jun. 30, 2015USD ($) | Jun. 30, 2016USD ($) | Jun. 30, 2015USD ($) | Dec. 31, 2013 | Mar. 17, 2015shares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Allocated Share-based Compensation Expense | $ 1,682,000 | $ 1,941,000 | |||||
Stock or Unit Option Plan Expense | $ 1,339,000 | $ 1,616,000 | $ 1,682,000 | 1,878,000 | |||
Employee Retention Notification Period | 60 days | ||||||
Restructuring and Related Cost, Number of Positions Eliminated | 23 | ||||||
Severance Costs | 119,000 | 974,000 | $ 762,000 | 974,000 | |||
Share Based Compensation Estimated Forfeiture Percentage Due To Reduction In Work Force | 17.20% | ||||||
Share Based Compensation Estimated Forfeiture Percentage Due To Change In Management Estimation | 4.40% | ||||||
Retention Bonus [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Deferred Compensation Arrangement with Individual, Distributions Paid | 900,000 | $ 900,000 | |||||
Minimum [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Share Based Compensation Estimated Forfeiture Percentage | 8.00% | ||||||
Maximum [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Share Based Compensation Estimated Forfeiture Percentage | 29.60% | ||||||
Retention Payment Plan [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Payments to Employees | $ 4,500,000 | ||||||
Severance Costs | 762,000 | ||||||
Increase In Estimated Forfeiture Of Share Based Compensation Due To Reduction In Compensation And Benefits Amount | (983,000) | ||||||
Class B-O Units [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Authorized | shares | 1,600,000 | ||||||
Stock or Unit Option Plan Expense | $ 3,704,000 | ||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Remaining Contractual Term | 8 months 16 days | ||||||
Share-based Compensation, Total | 1,296,000 | 1,567,000 | $ 1,566,000 | 1,829,000 | |||
Restricted Stock Units (RSUs) [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Allocated Share-based Compensation Expense | $ 43,000 | $ 49,000 | $ 116,000 | $ 49,000 | |||
Share Based Compensation Estimated Forfeiture Percentage | 0.00% | ||||||
Restricted Stock or Unit Expense | $ 81,000 | ||||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Outstanding, Weighted Average Remaining Contractual Terms | 9 months 22 days | ||||||
ZAIS Group, LLC [Member] | Income Unit Plan [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period | 30 days | ||||||
ZAIS Group, LLC [Member] | Income Unit Plan [Member] | Share-based Compensation Award, Tranche One [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Rights, Percentage | 85.00% | ||||||
Bonus Agreement [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Bonus Award Percentage | 30.00% |
Income Taxes (Details)
Income Taxes (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | |||
Income tax (benefit) expense at the U.S. federal statutory income tax rate | $ (1,676,000) | $ (2,401,000) | $ (3,850,000) | $ (4,584,000) | ||
Foreign tax | (242,000) | (291,000) | (529,000) | (373,000) | ||
State and local income tax, net of federal benefit | 4,000 | 353,000 | 9,000 | 20,000 | ||
Effect of permanent differences | 56,000 | 0 | 58,000 | 0 | ||
Valuation allowance | 1,571,000 | 0 | 3,498,000 | 0 | ||
Total | 4,000 | (1,682,000) | [1] | 9,000 | (2,584,000) | [1] |
Consolidated Funds [Member] | ||||||
Income attributable to non-controlling interests | (358,000) | 0 | (607,000) | 0 | ||
ZAIS Group, LLC [Member] | ||||||
Income attributable to non-controlling interests | 649,000 | 657,000 | 1,430,000 | 2,353,000 | ||
Total | $ 4,000 | $ (1,682,000) | $ 9,000 | $ (2,584,000) | ||
[1] | Subsequent to the filing of the 10-Q for the three months ended March 31, 2015, the Company elected to early adopt ASU 2015-02 with an effective date of January 1, 2015. As a result of this adoption, the majority of the ZAIS Managed Entities which were consolidated in the 10-Q for the three months ended March 31, 2015 were deconsolidated. Additionally, subsequent to the filing of the June 30, 2015 and September 30, 2015 10-Q’s, in December 2015 additional interpretations of ASU 2015-02 became available to the Company. As a result of these new interpretations, the Company reviewed its previous conclusions and determined that additional entities should be deconsolidated. There was no impact on the income (loss) allocated to ZAIS Group Holdings, Inc. Stockholders Equity as a result of this adoption. The June 30, 2015 figures above reflect the consolidated results of the Company for the three and six months ended June 30, 2015, subsequent to the adoption of ASU 2015-02. |
Income Taxes (Details 1)
Income Taxes (Details 1) | Jun. 30, 2016USD ($) |
Income Tax [Line Items] | |
Deferred Tax Assets, Operating Loss Carryforwards, Subject to Expiration | $ 16,729,000 |
Expiration Date One [Member] | |
Income Tax [Line Items] | |
Deferred Tax Assets, Operating Loss Carryforwards, Subject to Expiration | 1,000 |
Expiration Date Two [Member] | |
Income Tax [Line Items] | |
Deferred Tax Assets, Operating Loss Carryforwards, Subject to Expiration | 83,000 |
Expiration Date Three [Member] | |
Income Tax [Line Items] | |
Deferred Tax Assets, Operating Loss Carryforwards, Subject to Expiration | 122,000 |
Expiration Date Four [Member] | |
Income Tax [Line Items] | |
Deferred Tax Assets, Operating Loss Carryforwards, Subject to Expiration | 7,388,000 |
Expiration Date Five [Member] | |
Income Tax [Line Items] | |
Deferred Tax Assets, Operating Loss Carryforwards, Subject to Expiration | $ 9,135,000 |
Income Taxes (Details Textual)
Income Taxes (Details Textual) - USD ($) | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | Dec. 31, 2015 | |
Income Tax [Line Items] | |||||
Deferred Tax Assets, Operating Loss Carryforwards, Subject to Expiration | $ 16,729,000 | $ 16,729,000 | |||
Current Foreign Tax Expense (Benefit) | 4,000 | 9,000 | |||
Current Income Tax Expense (Benefit), Total | $ (1,682,000) | $ (2,584,000) | |||
Other Noncash Income Tax Expense | 1,571,000 | 3,498,000 | |||
Before Acquisition of ZGP [Member] | |||||
Income Tax [Line Items] | |||||
Deferred Tax Assets, Net | 7,800,000 | 7,800,000 | $ 4,301,000 | ||
Deferred Tax Assets, Operating Loss Carryforwards, Total | $ 767,000 | $ 767,000 | $ 767,000 |
Related Party Transactions (Det
Related Party Transactions (Details Textual) - USD ($) | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | Dec. 31, 2015 | |
Related Party Transaction [Line Items] | |||||
Due from Related Parties | $ 1,382,000 | $ 1,382,000 | $ 748,000 | ||
Related Party Transaction, Amounts of Transaction | 13,000 | ||||
ZAIS Managed Entities and Other Related Parties [Member] | |||||
Related Party Transaction [Line Items] | |||||
Due from Related Parties | 54,000 | 54,000 | 32,000 | ||
General and Administrative Expense [Member] | |||||
Related Party Transaction [Line Items] | |||||
Consulting Fees Expenses | 125,000 | $ 125,000 | 250,000 | $ 145,000 | |
ZAIS Managed Entities [Member] | |||||
Related Party Transaction [Line Items] | |||||
Capital | 18,854,000 | 30,949,000 | 18,854,000 | 30,949,000 | |
Due from Related Parties | 1,266,000 | 1,266,000 | $ 650,000 | ||
ZAIS Managed Entities [Member] | Mr. Ramsey [Member] | |||||
Related Party Transaction [Line Items] | |||||
Consulting Fees | 500,000 | ||||
ZAIS Managed Entities [Member] | Ms. Rohan [Member] | |||||
Related Party Transaction [Line Items] | |||||
Consulting Fees | 27,000 | 29,000 | 54,000 | 58,000 | |
ZAIS CLO I and ZAIS CLO II [Member] | |||||
Related Party Transaction [Line Items] | |||||
Assets under Management, Carrying Amount | $ 563,685,000 | $ 558,288,000 | $ 563,685,000 | $ 558,288,000 |
Fixed Assets (Details)
Fixed Assets (Details) - USD ($) $ in Thousands | Jun. 30, 2016 | Dec. 31, 2015 |
Property, Plant and Equipment [Line Items] | ||
Office equipment | $ 3,098 | $ 3,088 |
Leasehold improvements | 838 | 853 |
Furniture and fixtures | 572 | 574 |
Software | 409 | 409 |
Property, Plant and Equipment, Gross | 4,917 | 4,924 |
Less accumulated depreciation | (4,495) | (4,380) |
Total | $ 422 | $ 544 |
Fixed Assets (Details Textual)
Fixed Assets (Details Textual) - USD ($) | 3 Months Ended | 6 Months Ended | ||||
Jun. 30, 2016 | Jun. 30, 2015 | [1] | Jun. 30, 2016 | Jun. 30, 2015 | [1] | |
Property, Plant and Equipment [Line Items] | ||||||
Depreciation, Depletion and Amortization | $ 64,000 | $ 146,000 | $ 127,000 | $ 208,000 | ||
Reduction In Lease Hold Improvements Due To Change In Foreign Currency Spot Rate | $ (15,000) | |||||
[1] | Subsequent to the filing of the 10-Q for the three months ended March 31, 2015, the Company elected to early adopt ASU 2015-02 with an effective date of January 1, 2015. As a result of this adoption, the majority of the ZAIS Managed Entities which were consolidated in the 10-Q for the three months ended March 31, 2015 were deconsolidated. Additionally, subsequent to the filing of the June 30, 2015 and September 30, 2015 10-Q’s, in December 2015 additional interpretations of ASU 2015-02 became available to the Company. As a result of these new interpretations, the Company reviewed its previous conclusions and determined that additional entities should be deconsolidated. There was no impact on the income (loss) allocated to ZAIS Group Holdings, Inc. Stockholders Equity as a result of this adoption. The June 30, 2015 figures above reflect the consolidated results of the Company for the three and six months ended June 30, 2015, subsequent to the adoption of ASU 2015-02. |
Commitments and Contingencies53
Commitments and Contingencies (Details) $ in Thousands | Jun. 30, 2016USD ($) |
Future Minimum Rental Payments For Operating Leases [Line Items] | |
Six Months Ending December 31, 2016 | $ 457 |
Ten Months Ending October 31, 2017 | 721 |
Operating Leases, Future Minimum Payments Due | $ 1,178 |
Commitments and Contingencies54
Commitments and Contingencies (Details Textual) - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | Dec. 31, 2015 | |
Future Minimum Rental Payments For Operating Leases [Line Items] | |||||
Lease Expiration Date | Oct. 31, 2017 | ||||
Operating Leases, Rent Expense | $ 263,000 | $ 282,000 | $ 507,000 | $ 818,000 | |
Other Commitment, Total | 51,000,000 | 51,000,000 | |||
Capital Contribution To Subsidiary | 20,500,000 | $ 20,500,000 | |||
Legal Cost Reimbursement Description | The total approved claim reimbursement for all legal costs incurred in excess of the $500,000 deductible was approximately $703,000. | ||||
Proceeds from Insurance Settlement, Operating Activities | 697,000 | ||||
Insurance Settlement [Member] | |||||
Future Minimum Rental Payments For Operating Leases [Line Items] | |||||
Insurance Settlements Receivable | $ 6,000 | $ 6,000 | |||
Legal Cost Reimbursement | 703,000 | ||||
Proceeds from Legal Settlements | $ 158,000 | ||||
Other Nonoperating Income (Expense) [Member] | |||||
Future Minimum Rental Payments For Operating Leases [Line Items] | |||||
Legal Fees | $ 545,000 |
Stockholders' Equity (Details T
Stockholders' Equity (Details Textual) - $ / shares | Jun. 30, 2016 | Dec. 31, 2015 |
Stockholder Equity [Line Items] | ||
Preferred Stock, Shares Authorized | 2,000,000 | 2,000,000 |
Preferred Stock, Par or Stated Value Per Share | $ 0.0001 | $ 0.0001 |
Common Class A [Member] | ||
Stockholder Equity [Line Items] | ||
Common Stock, Shares Authorized | 180,000,000 | 180,000,000 |
Common Stock, Par or Stated Value Per Share | $ 0.0001 | $ 0.0001 |
Common Stock, Shares, Issued | 13,900,917 | 13,870,917 |
Common Stock, Shares, Outstanding | 13,900,917 | 13,870,917 |
Common Class B [Member] | ||
Stockholder Equity [Line Items] | ||
Common Stock, Shares Authorized | 20,000,000 | 20,000,000 |
Common Stock, Par or Stated Value Per Share | $ 0.000001 | $ 0.000001 |
Common Stock, Shares, Issued | 20,000,000 | 20,000,000 |
Common Stock, Shares, Outstanding | 20,000,000 | 20,000,000 |
Earnings Per Share (Details)
Earnings Per Share (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | |||||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | ||||
Numerator: | |||||||
Consolidated Net Income (Loss), net of tax, attributable to ZAIS Group Holdings, Inc. Class A common stockholders (Basic) | $ (4,076) | $ (2,947) | $ (8,910) | $ (3,769) | |||
Effect of dilutive securities: | |||||||
Income tax (benefit) expense | [1] | 0 | 1,027 | 0 | 2,871 | ||
Consolidated Net Income (Loss), net of tax, attributable to stockholders, after effect of dilutive securities | $ (6,129) | $ (4,434) | $ (13,404) | $ (7,926) | |||
Denominator: | |||||||
Weighted average number of shares of Class A Common Stock | 13,892,016 | 13,870,917 | [2] | 13,881,466 | 8,046,665 | [2],[3] | |
Effect of dilutive securities: | |||||||
Weighted average number of Class A Units of ZGP | 7,000,000 | 7,000,000 | 7,000,000 | 7,000,000 | |||
Dilutive number of Class B-0 Units and RSUs | [4] | 0 | 0 | 0 | 0 | ||
Diluted weighted average shares outstanding | [5],[6] | 20,892,016 | 20,870,917 | [2] | 20,881,466 | 15,046,665 | [2],[3] |
Consolidated Net Income (Loss), net of tax, per Class A common share - Basic | $ (0.29) | $ (0.21) | [2] | $ (0.64) | $ (0.47) | [2] | |
Consolidated Net Income (Loss), net of tax, per Class A common share - Diluted | $ (0.29) | $ (0.21) | [2] | $ (0.64) | $ (0.53) | [2] | |
ZAIS Group Parent, LLC [Member] | |||||||
Effect of dilutive securities: | |||||||
Consolidated Net Income (Loss), net of tax, attributable to non-controlling interests in ZGP | $ (1,911) | $ (2,231) | $ (4,210) | $ (6,745) | |||
ZAIS REIT Management, LLC [Member] | |||||||
Effect of dilutive securities: | |||||||
Less: Consolidated Net (Income) Loss, net of tax, attributable to ZAIS REIT Management Class B interests | [7] | $ (142) | $ (283) | $ (284) | $ (283) | ||
[1] | Income tax (benefit) / expense for the three and six months ended June 30, 2016 is calculated using an assumed tax rate of 39.29% and is net of a 100% valuation allowance. Income tax (benefit) / expense for the three and six months ended June 30, 2015 is calculated using an assumed tax rate of 40.85%. See Note 9 for details surrounding income taxes. | ||||||
[2] | Subsequent to the filing of the 10-Q for the three months ended March 31, 2015, the Company elected to early adopt ASU 2015-02 with an effective date of January 1, 2015. As a result of this adoption, the majority of the ZAIS Managed Entities which were consolidated in the 10-Q for the three months ended March 31, 2015 were deconsolidated. Additionally, subsequent to the filing of the June 30, 2015 and September 30, 2015 10-Q’s, in December 2015 additional interpretations of ASU 2015-02 became available to the Company. As a result of these new interpretations, the Company reviewed its previous conclusions and determined that additional entities should be deconsolidated. There was no impact on the income (loss) allocated to ZAIS Group Holdings, Inc. Stockholders Equity as a result of this adoption. The June 30, 2015 figures above reflect the consolidated results of the Company for the three and six months ended June 30, 2015, subsequent to the adoption of ASU 2015-02. | ||||||
[3] | Pro-rated based on the portion of the period preceding and following the Business Combination. | ||||||
[4] | The treasury stock method is used to calculate incremental Class A common shares on potentially dilutive Class A common shares resulting from unvested Class B-0 Units granted in connection with and subsequent to the Business Combination and unvested RSUs granted to non-employee directors. These units are anti-dilutive and, consequently, have been excluded from the computation of diluted weighted average shares outstanding. | ||||||
[5] | Number of diluted shares outstanding for periods after the Business Combination (as defined in Note 1) takes into account non-controlling interests in ZAIS Group Parent, LLC that may be exchanged for Class A common stock under certain circumstances. | ||||||
[6] | Number of diluted shares outstanding takes into account non-controlling interests of ZGP that may be exchanged for Class A Common Stock under certain circumstances. | ||||||
[7] | Amount represents portion of the management fee income received from ZFC REIT that is payable to holders of Class B interests in ZAIS Group’s consolidated subsidiary ZAIS REIT Management. |
Earnings Per Share (Details Tex
Earnings Per Share (Details Textual) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | |
Earnings Per Share [Line Items] | ||||
Income Tax Expense Benefit Percentage | 39.29% | 40.85% | 39.29% | 40.85% |
Valuation Allowance Percentage | 100.00% |
Supplemental Financial Inform58
Supplemental Financial Information (Details) - USD ($) $ in Thousands | Jun. 30, 2016 | Dec. 31, 2015 | Jun. 30, 2015 | Dec. 31, 2014 |
Assets | ||||
Cash and cash equivalents | $ 32,064 | $ 44,351 | $ 75,198 | $ 7,664 |
Income and fees receivable | 1,655 | 2,529 | ||
Investments, at fair value | 8,169 | |||
Investments in affiliates, at fair value | 5,207 | 5,242 | ||
Due from related parties | 1,382 | 748 | ||
Prepaid expenses | 1,946 | 776 | ||
Other assets | 301 | 310 | ||
Fixed assets, net | 422 | 544 | ||
Total Assets | 87,178 | 93,211 | ||
Liabilities | ||||
Notes payable | 1,259 | 1,255 | ||
Compensation payable | 4,303 | 3,575 | ||
Due to related parties | 142 | 175 | ||
Fees payable | 2 | 756 | ||
Other liabilities | 798 | 1,546 | ||
Liabilities of Consolidated Funds | ||||
Total Liabilities | 6,605 | 7,408 | ||
Commitments and Contingencies (Note 12) | ||||
Equity | ||||
Preferred Stock | 0 | 0 | ||
Additional paid-in-capital | 61,965 | 60,817 | ||
Retained earnings (Accumulated deficit) | (22,715) | (13,805) | ||
Accumulated other comprehensive income (loss) | 24 | 158 | ||
Total stockholders’ equity, ZAIS Group Holdings, Inc. | 39,275 | 47,171 | ||
Total Equity | 80,573 | 85,803 | ||
Total Liabilities and Equity | 87,178 | 93,211 | ||
Intersegment Eliminations [Member] | ||||
Assets | ||||
Cash and cash equivalents | 0 | 0 | ||
Income and fees receivable | 0 | 0 | ||
Investments, at fair value | 0 | |||
Investments in affiliates, at fair value | (22,491) | (15,525) | ||
Due from related parties | 0 | 0 | ||
Prepaid expenses | 0 | 0 | ||
Other assets | 0 | 0 | ||
Fixed assets, net | 0 | 0 | ||
Total Assets | (22,491) | (15,525) | ||
Liabilities | ||||
Notes payable | 0 | 0 | ||
Compensation payable | 0 | 0 | ||
Due to related parties | 0 | 0 | ||
Fees payable | 0 | 0 | ||
Other liabilities | 0 | 0 | ||
Liabilities of Consolidated Funds | ||||
Total Liabilities | 0 | 0 | ||
Commitments and Contingencies (Note 12) | ||||
Equity | ||||
Preferred Stock | 0 | 0 | ||
Additional paid-in-capital | 0 | 0 | ||
Retained earnings (Accumulated deficit) | 0 | 0 | ||
Accumulated other comprehensive income (loss) | 0 | 0 | ||
Total stockholders’ equity, ZAIS Group Holdings, Inc. | 0 | 0 | ||
Total Equity | (22,491) | (15,525) | ||
Total Liabilities and Equity | (22,491) | (15,525) | ||
ZAIS [Member] | ||||
Assets | ||||
Cash and cash equivalents | 32,064 | 44,351 | ||
Income and fees receivable | 1,655 | 2,529 | ||
Investments, at fair value | 8,169 | |||
Investments in affiliates, at fair value | 27,698 | 20,767 | ||
Due from related parties | 1,382 | 748 | ||
Prepaid expenses | 1,946 | 776 | ||
Other assets | 301 | 310 | ||
Fixed assets, net | 422 | 544 | ||
Total Assets | 65,468 | 78,194 | ||
Liabilities | ||||
Notes payable | 1,259 | 1,255 | ||
Compensation payable | 4,303 | 3,575 | ||
Due to related parties | 142 | 175 | ||
Fees payable | 2 | 756 | ||
Other liabilities | 798 | 1,546 | ||
Liabilities of Consolidated Funds | ||||
Total Liabilities | 6,504 | 7,307 | ||
Commitments and Contingencies (Note 12) | ||||
Equity | ||||
Preferred Stock | 0 | 0 | ||
Additional paid-in-capital | 61,965 | 60,817 | ||
Retained earnings (Accumulated deficit) | (22,715) | (13,805) | ||
Accumulated other comprehensive income (loss) | 24 | 158 | ||
Total stockholders’ equity, ZAIS Group Holdings, Inc. | 39,275 | 47,171 | ||
Equity attributable to non-controlling interests | 19,689 | 23,716 | ||
Total Equity | 58,964 | 70,887 | ||
Total Liabilities and Equity | 65,468 | 78,194 | ||
Consolidated Funds, Before Eliminations [Member] | ||||
Assets | ||||
Cash and cash equivalents | 33 | |||
Investments, at fair value | 44,201 | 30,509 | ||
Total Assets | 44,201 | 30,542 | ||
Liabilities | ||||
Other liabilities | 101 | 101 | ||
Liabilities of Consolidated Funds | ||||
Total Liabilities | 101 | 101 | ||
Commitments and Contingencies (Note 12) | ||||
Equity | ||||
Equity attributable to non-controlling interests | 44,100 | 30,441 | ||
Total Equity | 44,100 | 30,441 | ||
Total Liabilities and Equity | 44,201 | 30,542 | ||
ZAIS Group Parent, LLC [Member] | ||||
Equity | ||||
Equity attributable to non-controlling interests | 19,689 | 23,716 | ||
ZAIS Group Parent, LLC [Member] | Intersegment Eliminations [Member] | ||||
Equity | ||||
Equity attributable to non-controlling interests | 0 | 0 | ||
Consolidated Funds [Member] | ||||
Assets | ||||
Cash and cash equivalents | 0 | 33 | ||
Investments, at fair value | 44,201 | 38,678 | ||
Liabilities | ||||
Other liabilities | 101 | 101 | ||
Equity | ||||
Equity attributable to non-controlling interests | 21,609 | 14,916 | ||
Consolidated Funds [Member] | Intersegment Eliminations [Member] | ||||
Assets | ||||
Cash and cash equivalents | 0 | |||
Investments, at fair value | 0 | 0 | ||
Liabilities | ||||
Other liabilities | 0 | 0 | ||
Equity | ||||
Equity attributable to non-controlling interests | (22,491) | (15,525) | ||
Common Class A [Member] | ||||
Equity | ||||
Common stock | 1 | 1 | ||
Common Class A [Member] | Intersegment Eliminations [Member] | ||||
Equity | ||||
Common stock | 0 | 0 | ||
Common Class A [Member] | ZAIS [Member] | ||||
Equity | ||||
Common stock | 1 | 1 | ||
Common Class B [Member] | ||||
Equity | ||||
Common stock | 0 | 0 | ||
Common Class B [Member] | Intersegment Eliminations [Member] | ||||
Equity | ||||
Common stock | 0 | 0 | ||
Common Class B [Member] | ZAIS [Member] | ||||
Equity | ||||
Common stock | $ 0 | $ 0 |
Supplemental Financial Inform59
Supplemental Financial Information (Details 1) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | |||
Revenues | ||||||
Management fee income | $ 3,571 | $ 4,081 | [1] | $ 7,140 | $ 7,834 | [1] |
Incentive income | 143 | 1,213 | [1] | 295 | 2,121 | [1] |
Other revenues | 79 | 106 | [1] | 159 | 137 | [1] |
Total Revenues | 3,793 | 5,400 | [1] | 7,594 | 10,092 | [1] |
Expenses | ||||||
Compensation and benefits | 7,999 | 7,361 | [1] | 17,006 | 13,931 | [1] |
General, administrative and other | 2,950 | 4,764 | [1] | 6,160 | 9,101 | [1] |
Depreciation | 64 | 146 | [1] | 127 | 208 | [1] |
Total Expenses | 11,042 | 12,271 | [1] | 23,341 | 23,240 | [1] |
Other Income (loss) | ||||||
Net gain (loss) on investments | 55 | 2 | [1] | 37 | 45 | [1] |
Other income (expense) | 87 | 9 | [1] | 692 | 5 | [1] |
Total Other Income (Loss) | 2,318 | 11 | [1] | 4,422 | 50 | [1] |
Income (loss) before income taxes | (4,931) | (6,860) | [1] | (11,325) | (13,098) | [1] |
Income tax (benefit) expense | 4 | (1,682) | [1] | 9 | (2,584) | [1] |
Discontinued Operations | ||||||
Consolidated net income (loss), net of tax | (4,935) | (5,178) | [1] | (11,334) | (10,514) | [1] |
Other Comprehensive Income (Loss), net of tax | ||||||
Foreign currency translation adjustment | (147) | 291 | [1] | (201) | 483 | [1] |
Total Comprehensive Income (Loss) | (5,082) | (4,887) | [1] | (11,535) | (10,031) | [1] |
Intersegment Eliminations [Member] | ||||||
Revenues | ||||||
Management fee income | 0 | 0 | 0 | 0 | ||
Incentive income | 0 | 0 | 0 | 0 | ||
Other revenues | 0 | 0 | 0 | 0 | ||
Total Revenues | 0 | 0 | 0 | 0 | ||
Expenses | ||||||
Compensation and benefits | 0 | 0 | 0 | 0 | ||
General, administrative and other | 0 | 0 | 0 | 0 | ||
Depreciation | 0 | 0 | 0 | 0 | ||
Expenses of Consolidated Funds | 0 | |||||
Total Expenses | 0 | 0 | 0 | 0 | ||
Other Income (loss) | ||||||
Net gain (loss) on investments | (1,095) | 0 | (1,859) | 0 | ||
Other income (expense) | 0 | 0 | 0 | 0 | ||
Total Other Income (Loss) | (1,095) | 0 | (1,859) | 0 | ||
Income (loss) before income taxes | 0 | 0 | (1,859) | 0 | ||
Income tax (benefit) expense | 0 | 0 | 0 | 0 | ||
Discontinued Operations | ||||||
Consolidated net income (loss), net of tax | (1,095) | 0 | (1,859) | 0 | ||
Other Comprehensive Income (Loss), net of tax | ||||||
Foreign currency translation adjustment | 0 | 0 | 0 | 0 | ||
Total Comprehensive Income (Loss) | (1,095) | 0 | (1,859) | 0 | ||
ZAIS [Member] | ||||||
Revenues | ||||||
Management fee income | 3,571 | 4,081 | 7,140 | 7,834 | ||
Incentive income | 143 | 1,213 | 295 | 2,121 | ||
Other revenues | 79 | 106 | 159 | 137 | ||
Total Revenues | 3,793 | 5,400 | 7,594 | 10,092 | ||
Expenses | ||||||
Compensation and benefits | 7,999 | 7,361 | 17,006 | 13,931 | ||
General, administrative and other | 2,950 | 4,764 | 6,160 | 9,101 | ||
Depreciation | 64 | 146 | 127 | 208 | ||
Total Expenses | 11,013 | 12,271 | 23,293 | 23,240 | ||
Other Income (loss) | ||||||
Net gain (loss) on investments | 1,150 | 2 | 1,896 | 45 | ||
Other income (expense) | 87 | 9 | 692 | 5 | ||
Total Other Income (Loss) | 1,237 | 11 | 2,588 | 50 | ||
Income (loss) before income taxes | (5,983) | (6,860) | (13,111) | (13,098) | ||
Income tax (benefit) expense | 4 | (1,682) | 9 | (2,584) | ||
Discontinued Operations | ||||||
Consolidated net income (loss), net of tax | (5,987) | (5,178) | (13,120) | (10,514) | ||
Other Comprehensive Income (Loss), net of tax | ||||||
Foreign currency translation adjustment | (147) | 291 | (201) | 483 | ||
Total Comprehensive Income (Loss) | (6,134) | (4,887) | (13,321) | (10,031) | ||
Consolidated Funds, Before Eliminations [Member] | ||||||
Expenses | ||||||
Expenses of Consolidated Funds | 29 | 0 | 48 | 0 | ||
Total Expenses | 29 | 0 | 48 | 0 | ||
Other Income (loss) | ||||||
Net gain (loss) on investments | 2,176 | 0 | 3,693 | 0 | ||
Total Other Income (Loss) | 2,176 | 0 | 3,693 | 0 | ||
Income (loss) before income taxes | 2,147 | 0 | 3,645 | 0 | ||
Income tax (benefit) expense | 0 | 0 | 0 | 0 | ||
Discontinued Operations | ||||||
Consolidated net income (loss), net of tax | 2,147 | 0 | 3,645 | 0 | ||
Other Comprehensive Income (Loss), net of tax | ||||||
Foreign currency translation adjustment | 0 | 0 | 0 | 0 | ||
Total Comprehensive Income (Loss) | 2,147 | 0 | 3,645 | 0 | ||
Consolidated Funds [Member] | ||||||
Expenses | ||||||
Expenses of Consolidated Funds | 29 | 0 | [1] | 48 | 0 | [1] |
Other Income (loss) | ||||||
Net gain (loss) on investments | 2,176 | 0 | [1] | 3,693 | 0 | [1] |
Consolidated Funds [Member] | Intersegment Eliminations [Member] | ||||||
Expenses | ||||||
Expenses of Consolidated Funds | 0 | 0 | 0 | |||
Other Income (loss) | ||||||
Net gain (loss) on investments | $ 0 | $ 0 | $ 0 | $ 0 | ||
[1] | Subsequent to the filing of the 10-Q for the three months ended March 31, 2015, the Company elected to early adopt ASU 2015-02 with an effective date of January 1, 2015. As a result of this adoption, the majority of the ZAIS Managed Entities which were consolidated in the 10-Q for the three months ended March 31, 2015 were deconsolidated. Additionally, subsequent to the filing of the June 30, 2015 and September 30, 2015 10-Q’s, in December 2015 additional interpretations of ASU 2015-02 became available to the Company. As a result of these new interpretations, the Company reviewed its previous conclusions and determined that additional entities should be deconsolidated. There was no impact on the income (loss) allocated to ZAIS Group Holdings, Inc. Stockholders Equity as a result of this adoption. The June 30, 2015 figures above reflect the consolidated results of the Company for the three and six months ended June 30, 2015, subsequent to the adoption of ASU 2015-02. |