Document And Entity Information
Document And Entity Information - shares | 9 Months Ended | |
Sep. 30, 2016 | Nov. 03, 2016 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Sep. 30, 2016 | |
Document Fiscal Year Focus | 2,016 | |
Document Fiscal Period Focus | Q3 | |
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 | Sep. 30, 2016 | Dec. 31, 2015 |
Assets | ||
Cash and cash equivalents | $ 29,421 | $ 44,351 |
Income and fees receivable | 5,311 | 2,529 |
Investments, at fair value | 0 | 8,169 |
Investments in affiliates, at fair value | 5,174 | 5,242 |
Due from related parties | 912 | 748 |
Prepaid expenses | 1,445 | 776 |
Other assets | 458 | 310 |
Fixed assets, net | 340 | 544 |
Total Assets | 111,726 | 93,211 |
Liabilities | ||
Notes payable | 1,261 | 1,255 |
Compensation payable | 5,672 | 3,575 |
Due to related parties | 144 | 175 |
Fees payable | 0 | 756 |
Other liabilities | 973 | 1,546 |
Total Liabilities | 28,474 | 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 | 62,809 | 60,817 |
Retained earnings (Accumulated deficit) | (23,001) | (13,805) |
Accumulated other comprehensive income (loss) | (16) | 158 |
Total stockholders’ equity, ZAIS Group Holdings, Inc. | 39,793 | 47,171 |
Total Equity | 83,252 | 85,803 |
Total Liabilities and Equity | 111,726 | 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 | 20,348 | 30,509 |
Receivable for securities sold | 40,000 | 0 |
Dividend receivable | 8,317 | 0 |
Liabilities | ||
Other liabilities | 76 | 101 |
Payable for securities purchased | 20,348 | 0 |
Equity | ||
Non-controlling interests | 23,511 | 14,916 |
ZAIS Group Parent, LLC [Member] | ||
Equity | ||
Non-controlling interests | $ 19,948 | $ 23,716 |
Consolidated Statements of Fin3
Consolidated Statements of Financial Condition (Parenthetical) - $ / shares | Sep. 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 | 9 Months Ended | |||||
Sep. 30, 2016 | Sep. 30, 2015 | [1] | Sep. 30, 2016 | Sep. 30, 2015 | [1] | ||
Revenues | |||||||
Management fee income | $ 3,654 | $ 4,175 | $ 10,794 | $ 12,009 | |||
Incentive income | 3,614 | 3,870 | 3,909 | 5,991 | |||
Other revenues | 79 | 81 | 238 | 218 | |||
Total Revenues | 7,347 | 8,126 | 14,941 | 18,218 | |||
Expenses | |||||||
Compensation and benefits | 6,908 | 6,488 | 23,914 | 20,418 | |||
General, administrative and other | 2,963 | 4,370 | 9,123 | 13,470 | |||
Depreciation | 79 | 445 | 206 | 654 | |||
Expenses of Consolidated Funds | 0 | ||||||
Total Expenses | 9,966 | 11,303 | 33,307 | 34,542 | |||
Other income (loss) | |||||||
Net gain (loss) on investments | 46 | (11) | 83 | 34 | |||
Other income (expense) | 53 | 83 | 745 | 88 | |||
Total Other Income (Loss) | 4,214 | 72 | 8,636 | 122 | |||
Income (loss) before income taxes | 1,595 | (3,105) | (9,730) | (16,202) | |||
Income tax (benefit) expense | (21) | (1,528) | (12) | (4,111) | |||
Consolidated net income (loss), net of tax | 1,616 | (1,577) | (9,718) | (12,091) | |||
Other comprehensive income (loss), net of tax: | |||||||
Foreign currency translation adjustment | (61) | (160) | (262) | 323 | |||
Total Comprehensive Income (Loss) | 1,555 | (1,737) | (9,980) | (11,768) | |||
Allocation of Consolidated Net Income (Loss), net of tax | |||||||
Stockholders’ equity, ZAIS Group Holdings, Inc. | (286) | (568) | (9,196) | (4,337) | |||
Consolidated net income (loss), net of tax | 1,616 | (1,577) | (9,718) | (12,091) | |||
Allocation of Total Comprehensive Income (Loss) | |||||||
Stockholders’ equity, ZAIS Group Holdings, Inc. | (326) | (674) | (9,370) | (4,122) | |||
Total Comprehensive Income (Loss) | $ 1,555 | $ (1,737) | $ (9,980) | $ (11,768) | |||
Consolidated Net Income (Loss), net of tax per Class A common share applicable to ZAIS Group Holdings, Inc. - Basic | $ (0.02) | $ (0.04) | $ (0.66) | $ (0.43) | |||
Consolidated Net Income (Loss), net of tax per Class A common share applicable to ZAIS Group Holdings, Inc. - Diluted | $ (0.02) | $ (0.06) | $ (0.66) | $ (0.54) | |||
Weighted average shares of Class A common stock outstanding: | |||||||
Basic | 13,900,917 | 13,870,917 | 13,887,997 | 10,009,416 | [2] | ||
Diluted | [3],[4] | 20,900,917 | 20,870,917 | 20,887,997 | 17,009,416 | [2] | |
Consolidated Funds [Member] | |||||||
Expenses | |||||||
Expenses of Consolidated Funds | $ 16 | $ 0 | $ 64 | $ 0 | |||
Other income (loss) | |||||||
Net gain (loss) on investments | 4,115 | 0 | 7,808 | 0 | |||
Allocation of Consolidated Net Income (Loss), net of tax | |||||||
Non-controlling interests | 1,902 | 0 | 3,688 | 0 | |||
Allocation of Total Comprehensive Income (Loss) | |||||||
Non-controlling interests | 1,902 | 0 | 3,688 | 0 | |||
ZAIS Group Parent, LLC [Member] | |||||||
Allocation of Consolidated Net Income (Loss), net of tax | |||||||
Non-controlling interests | 0 | (1,009) | (4,210) | (7,754) | |||
Allocation of Total Comprehensive Income (Loss) | |||||||
Non-controlling interests | $ (21) | $ (1,063) | $ (4,298) | $ (7,646) | |||
[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 September 30, 2015 figures above reflect the consolidated results of the Company for the three and nine months ended September 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 - 9 months ended Sep. 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 | (429) | 0 | 0 | 0 | 0 | 0 | (429) | 0 |
Equity-based compensation charges | 2,951 | 0 | 0 | 1,962 | 0 | 0 | 989 | 0 |
Consolidated net income (loss) | (9,718) | 0 | 0 | 0 | (9,196) | 0 | (4,210) | 3,688 |
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) | (262) | 0 | 0 | 0 | 0 | (174) | (88) | 0 |
End of the period at Sep. 30, 2016 | $ 83,252 | $ 1 | $ 0 | $ 62,809 | $ (23,001) | $ (16) | $ 19,948 | $ 23,511 |
End of the period (in shares) at Sep. 30, 2016 | 13,900,917 | 20,000,000 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 9 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2015 | ||
Cash Flows from Operating Activities | |||
Consolidated net income (loss) | $ (9,718) | $ (12,091) | [1] |
Adjustments to reconcile consolidated net income (loss) to net cash provided by (used in) operating activities: | |||
Depreciation | 206 | 654 | [1] |
Net (gain) loss on investments | (83) | (34) | [1] |
Non-cash equity-based compensation | 2,951 | 3,351 | |
Interest expense on notes payable | 6 | 3 | |
Operating cash flows due to changes in: | |||
Income and fees receivable | (2,781) | 9,146 | |
Due from related parties | (164) | 120 | |
Prepaid expenses | (669) | (13) | [2] |
Other assets | (157) | 338 | |
Deferred tax asset | 0 | (4,320) | |
Compensation payable | 2,097 | (3,633) | |
Due to related parties | (31) | 142 | |
Fees payable | (756) | (151) | [2] |
Other liabilities | (574) | 117 | [2] |
Consolidated Funds related items: | |||
Net Cash Provided by (Used in) Operating Activities | (27,473) | (6,371) | |
Cash Flows from Investing Activities | |||
Purchases of fixed assets | (17) | (178) | |
Distributions from investments in affiliates | 165 | 0 | [2] |
Purchases of investments | (11) | (11,152) | [2] |
Proceeds from sales of investments | 8,174 | 16 | |
Net Cash Provided by (Used in) Investing Activities | 8,311 | (11,314) | |
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 | (429) | (518) | |
Net Cash Provided by (Used in) Financing Activities | 4,478 | 74,250 | |
Net increase (decrease) in cash and cash equivalents denominated in foreign currency | (246) | 326 | |
Net increase (decrease) in cash and cash equivalents | (14,930) | 56,891 | |
Cash and cash equivalents, beginning of period | 44,351 | 7,664 | |
Cash and cash equivalents, end of period | 29,421 | 64,555 | |
Consolidated Funds [Member] | |||
Adjustments to reconcile consolidated net income (loss) to net cash provided by (used in) operating activities: | |||
Net (gain) loss on investments | (7,808) | 0 | [1] |
Consolidated Funds related items: | |||
Purchases of investments in affiliated securities | (30,348) | 0 | [3] |
Proceeds from sale of securities | 40,000 | 0 | [3] |
Change in unrealized (gain) loss on investments | 509 | 0 | [3] |
Change in cash and cash equivalents | 33 | 0 | [3] |
Change in receivable for securities sold | (40,000) | 0 | [3] |
Change in dividend receivable | (8,317) | 0 | [3] |
Change in payable for securities purchased | 20,348 | 0 | [3] |
Change in other liabilities | (25) | $ 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 September 30, 2015 figures above reflect the consolidated results of the Company for the three and nine months ended September 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 September 30, 2015 figures above reflect the consolidated results of the Company for the nine months ended September 30, 2015, subsequent to the adoption of ASU 2015-02. |
Organization
Organization | 9 Months Ended |
Sep. 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, through October 31, 2016, ZAIS Financial Corp. (“ZFC REIT”), a publicly traded mortgage real estate investment trust (collectively, the “ZAIS Managed Entities”). ZAIS REIT Management, 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”). The ZFC REIT merger closed on October 31, 2016. 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 was terminated upon closing of the merger on October 31, 2016 (see Note 17, “Subsequent Events”). 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 $ 3.844 0.589 ZAIS Group also serves as the general partner to certain ZAIS Managed Entities, which are generally organized as pass-through entities for U.S. federal income tax purposes. 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. 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 fourth quarter 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 | 9 Months Ended |
Sep. 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 condensed consolidated financial statements according to the SEC rules and regulations. The information and disclosures contained in these unaudited interim condensed 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. 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. Since May 2014, the FASB has issued ASU Nos. 2014-09, 2015-14, 2016-08, 2016-10 and 2016-12, "Revenue from Contracts with Customers". The objective of the guidance is to clarify the principles for recognizing revenue and supersedes most current revenue recognition guidance, including industry-specific guidance. The guidance is to be applied retrospectively to all prior periods presented or through a cumulative adjustment in the year of adoption, for interim and annual periods beginning after December 15, 2017. The Company is currently evaluating the impact of adopting this new standard. 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 In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 428) In March 2016, the FASB issued ASU No. 2016-09, Compensation-Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting In August 2016, the FASB issued ASU 2016-15, “Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments” 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. 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, Consolidation (Topic 810): Amendments to the Consolidation Analysis |
Investments in Affiliates
Investments in Affiliates | 9 Months Ended |
Sep. 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 reporting the fair value of these investments is more indicative of the Company’s financial position than historical cost. At September 30, 2016 and December 31, 2015, the fair value of these investments was as follows: September 30, 2016 December 31, 2015 (Dollars in thousands) $ 5,174 $ 5,242 The Company recorded a change in unrealized gain (loss) for three and nine months ended September 30, 2016 and September 30, 2015 associated with the investments still held at the end of each respective period as follows: Three Months Ended Nine Months Ended September 30, 2016 September 30, 2015 September 30, 2016 September 30, 2015 (Dollars in thousands) $ (32) $ (11) $ (55) $ 14 Such amounts are included in net gain (loss) on investments in the consolidated statements of comprehensive income (loss). At September 30, 2016 and December 31, 2015, no equity investment, individually or in the aggregate, held by the Company exceeded 10% of its total consolidated assets or income. |
Fair Value of Investments
Fair Value of Investments | 9 Months Ended |
Sep. 30, 2016 | |
Fair Value Disclosures [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 Warehouses A Collateralized Loan Obligation Warehouse ("CLO - Warehouse") is 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, a 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 a CLO - Warehouse are securitized into a collateralized loan obligation vehicle which then receives financing through the issuance of debt and equity securities and repays its bank financing. The fair value of a 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 a 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 1.7 CLO warehouses can be exposed to credit events, mark to market changes, rating agency downgrades and financing cost changes. Changes in the fair value of a CLO - Warehouse are reported in net gains (losses) of Consolidated Funds’ investments in the consolidated statements of comprehensive income (loss). 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 September 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 September 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. September 30, 2016 ( Dollars in thousands ) Level 1 Level 2 Level 3 Total Assets, at fair value Investments in affiliates, at net asset value $ $ $ 5,174 Investments, at fair value ZAIS CLO 5, Limited 20,348 20,348 Total assets, at fair value $ $ 20,348 $ 25,522 The fair value of ZAIS CLO 5, Limited (“ZAIS CLO 5”) was determined by a recent market transaction. 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 Nine Months Ended September 30, 2016 ( Dollars in thousands ) Beginning Purchases/ Sales/ Total Transfers Ending Change in CLO - Warehouse $ 30,509 $ 10,000 $ (48,317) $ 7,808 $ $ $ ZAIS CLO 5 20,348 20,348 Total investments, at fair value $ 30,509 $ 30,348 $ (48,317) $ 7,808 $ $ 20,348 $ Year Ended 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 nine months ended September 30, 2016 and the year ended December 31, 2015. |
Variable Interest Entities ("VI
Variable Interest Entities ("VIEs") | 9 Months Ended |
Sep. 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 when determining which ZAIS Managed Entities are required to be consolidated. 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. ZAIS Group owns 51 At September 30, 2016, Zephyr A-6’s sole investment was an investment in ZAIS CLO 5. As of September 30, 2016, ZAIS CLO 5 continued to finance the majority of its loan purchases using the warehouse facility. At December 31, 2015, ZAIS CLO 5 was in the warehouse phase (“ZAIS CLO 5 Warehouse”). Zephyr A-6’s sole investment at December 31, 2015 was an investment in the ZAIS CLO 5 Warehouse. ZAIS CLO 5 ZAIS CLO 5 priced on September 23, 2016 and closed on October 26, 2016 (see Note 17, “Subsequent Events”). ZAIS CLO 5 invests primarily in first lien senior secured bank loans and has a total capitalization of $ 408.5 368.0 At September 30, 2016, Zephyr A-6 had (i) an investment of $20.3 million in debt and equity tranches in ZAIS CLO 5 and a corresponding payable of $ 20.3 8.3 40.0 Zephyr A-6’s investment of $20.3 million in ZAIS CLO 5 represents approximately 2 32 For the three and nine months ended September 30, 2016, net gains (losses) of Consolidated Funds’ investments is as follows: Three Months Ended Nine Months Ended (Dollars in thousands) Change in unrealized gain or loss $ (4,202) $ (509) Dividend income 8,317 8,317 Total $ 4,115 $ 7,808 The change in unrealized gain or loss for the three months ended September 30, 2016 is related to the reversal of previously recognized unrealized gain or loss. 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. For acting as the collateral manager for these structures, ZAIS Group receives collateral management fees comprised of senior collateral management fees, subordinated collateral management fees and incentive collateral management fees (subject to hurdle rates). In come cases, all the collateral management fees are waived in lieu of certain ZAIS Managed Entities owning equity tranches of the related CLO. 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 Dodd-Frank credit risk retention rules will apply to any CLO that closes (or in certain cases are materially amended) on or after December 24, 2016. As currently drafted, the rules specify that for each such CLO, the relevant collateral manager must purchase and hold, unhedged, directly or through a majority-owned affiliate, either (i) 5% of each tranche of the CLO’s securities, (ii) an amount of the CLO’s equity equal to 5% of the aggregate fair value of all of the CLO’s securities or (iii) a combination of the two. The required risk must be retained until the latest of (i) the date that the CLO has paid down its securities to 33% of their original principal amount, (ii) the date that the CLO has sold down its assets to 33% of their original principal amount and (iii) the date that is two years after closing. The Company determined that it is not the primary beneficiary of CLO Warehouses, which are VIEs, because the financing counterparty 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. VIEs September 30, December 31, (Dollars in thousands) Assets Assets of Consolidated Funds Cash and cash equivalents $ $ 33 Investments, at fair value 20,348 30,509 Receivable for securities sold 40,000 Dividend receivable 8,317 Total Assets $ 68,665 $ 30,542 Liabilities Liabilities of Consolidated Funds Payable for securities purchased $ 20,348 $ Other liabilities 336 101 Total Liabilities $ 20,684 $ 101 The assets presented in the table above belong to the investors in Zephyr A-6, 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 September 30, 2016 or December 31, 2015. |
Management Fee Income and Incen
Management Fee Income and Incentive Income | 9 Months Ended |
Sep. 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 or quarterly, 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 which it manages 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, quarterly, 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 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. The income is recorded as management fee income in the consolidated statements of comprehensive income (loss), and the portion of the management fees allocated to the holders of Class B interests in ZAIS REIT Management is included in the allocation of income (loss) to non-controlling interests in ZAIS Group Parent, LLC. The payment to the Class B interests in ZAIS REIT Management is recorded as distributions to non-controlling interests in ZAIS Group Parent, LLC. Pursuant to the Termination Agreement, the current advisory agreement with ZAIS REIT Management was terminated on October 31, 2016. ZAIS REIT Management received 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. 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 managed 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. The advisory agreement between ZAIS Group and ZFC REIT did not provide for incentive fees. Three Months Ended September 30, 2016 (Dollars in thousands) Fee Range Gross Elimination Net Management Fee Income Funds and accounts 0.50% - 1.25% $ 2,669 $ (218) $ 2,451 CLOs 0.15% - 0.50% 481 481 ZFC REIT 1.50% 722 722 Total $ 3,872 $ (218) $ 3,654 Incentive Income (1) Funds and accounts 10% - 20% $ 3,614 $ $ 3,614 CLOs 20% Total $ 3,614 $ $ 3,614 Three Months Ended September 30, 2015 (Dollars in thousands) Fee Range Gross Elimination Net Management Fee Income Funds and accounts 0.50% - 1.25% $ 3,007 $ $ 3,007 CLOs 0.15% - 0.50% 408 408 ZFC REIT 1.50% 760 760 Total $ 4,175 $ $ 4,175 Incentive Income (1) Funds and accounts 10% - 20% $ 3,870 $ $ 3,870 CLOs 20% Total $ 3,870 $ $ 3,870 Nine Months Ended September 30, 2016 (Dollars in thousands) Fee Range Gross Elimination Net Management Fee Income Funds and accounts 0.50% - 1.25% $ 7,438 $ (218) $ 7,220 CLOs 0.15% - 0.50% 1,311 1,311 ZFC REIT 1.50% 2,263 2,263 Total $ 11,012 $ (218) $ 10,794 Incentive Income (1) Funds and accounts 10% - 20% $ 3,909 $ $ 3,909 CLOs 20% Total $ 3,909 $ $ 3,909 Nine Months Ended September 30, 2015 (Dollars in thousands) Fee Range Gross Elimination Net Management Fee Income Funds and accounts 0.50% - 1.25% $ 8,984 $ $ 8,984 CLOs 0.15% - 0.50% 837 837 ZFC REIT 1.50% 2,188 2,188 Total $ 12,009 $ $ 12,009 Incentive Income (1) Funds and accounts 10% - 20% $ 5,118 $ $ 5,118 CLOs 10% - 20% 873 873 Total $ 5,991 $ $ 5,991 (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 and incentive income amounts above are net of the following credits: Three Months Ended Nine Months Ended September 30, 2016 September 30, 2015 September 30, 2016 September 30, 2015 (Dollars in thousands) Management fee income credit $ 52 $ 61 $ 156 $ 165 Incentive income credit $ $ $ $ 59 September 30, December 31, (Dollars in thousands) Management fee income $ 2,049 $ 1,670 Incentive income 3,262 859 Total $ 5,311 $ 2,529 Such amounts are included in income and fees receivable in the consolidated statements of financial condition. |
Debt Obligations
Debt Obligations | 9 Months Ended |
Sep. 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 | 9 Months Ended |
Sep. 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 maximum aggregate amount of retention payments that may be paid to all participants under the Retention Payment Plan is approximately $ 4.5 Three Months Ended Nine Months Ended (Dollars in thousands) $ 1,253 $ 4,309 Such amounts are included in compensation and benefits in the consolidated statements of comprehensive income (loss). In addition, on March 1, 2016, the Compensation Committee of the Board of Directors of ZAIS approved a retention payment of $ 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”). There were no payments made or amounts accrued relating to Points for the three months ended September 30, 2016 and September 30, 2015 and the nine months ended September 30, 2016. 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 Three Months Nine Months Nine Months (Dollars in thousands) Salaries $ 2,497 $ 3,572 $ 8,370 $ 10,587 Bonus (1) 2,808 865 10,208 3,094 Points 32 Commissions 30 3 75 Income Unit Plan 198 Equity-Based Compensation 1,269 1,410 2,951 3,288 Severance 27 113 789 1,087 Payroll taxes and benefits 307 498 1,593 2,057 Total compensation and benefits $ 6,908 $ 6,488 $ 23,914 $ 20,418 (1) 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 (321,600) 9.70 Vested Balance at September 30, 2016 1,115,886 $ 9.36 Three Months Ended Nine Months Ended September 30, 2016 September 30, 2015 September 30, 2016 September 30, 2015 (Dollars in thousands) $ 1,310 $ 1,336 $ 2,876 $ 3,164 The total compensation expense expected to be recognized in all future periods associated with the Class B-0 Units is $ 2,393,000 0.46 8 29.6 17.2 4.4 983,000 Non-employee directors of ZAIS receive restricted stock units (“RSUs”) pursuant to ZAIS’s 2015 Stock Incentive Plan 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 September 30, 2016 30,942 $ 3.22 Three Months Ended Nine Months Ended September 30, 2016 September 30, 2015 September 30, 2016 September 30, 2015 (Dollars in thousands) $ (41) $ 74 $ 75 $ 124 The total expense expected to be recognized in all future periods associated with the RSUs, considering estimated forfeitures of 0 55,000 0.56 |
Income Taxes
Income Taxes | 9 Months Ended |
Sep. 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 (benefit) of $ (21,000) (12,000) (1,528,000) (4,111,000) Three Months Ended Nine Months Ended 2016 2015 2016 2015 (Dollars in thousands) Income tax (benefit) expense at the U.S. federal statutory income tax rate $ 542 $ (1,086) $ (3,309) $ (5,672) State and local income tax, net of federal benefit 13 (134) (516) (506) Foreign tax (21) 189 (12) 210 Effect of permanent differences 58 Income attributable to non-controlling interests in Consolidated Funds not subject to tax (647) (1,254) Income attributable to non-controlling interests in ZGP not subject to tax 2 287 1,433 2,641 Provision to return adjustment 301 301 Valuation allowance (253) (784) 3,245 (784) Adjustment of tax rate used to value deferred taxes 42 42 Total $ (21) $ (1,528) $ (12) $ (4,111) 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 nine months ended September 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 as well as the Company’s net operating losses and development stage start-up expenses incurred during the period from its inception and prior to the closing of the Business Combination with ZGP. For the three and nine months ended September 30, 2015, the net effective tax represented 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 as well as the Company’s net operating losses and development stage start-up expenses incurred during the period from its inception and prior to the closing of the Business Combination with ZGP. 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. Deferred tax assets are included in the accompanying consolidated statements of financial condition. As of September 30, 2016 and December 31, 2015, the Company had total deferred tax assets of $ 8,313,000 5,068,000 13,806,000 Amount (Dollars in thousands) 2032 $ 1 2033 83 2034 122 2035 5,990 2036 7,610 Total $ 13,806 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 September 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 nine months ended September 30, 2016 excluding income attributable to consolidated funds, and it is anticipated that expenses will continue to exceed revenues in 2016. Although management intends to pursue various initiatives with the 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 a full valuation allowance against the deferred tax asset as of September 30, 2016. The Company has recorded a change in the valuation allowance of $ (253,000) 3,245,000 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 nine months ended September 30, 2016 and September 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 | 9 Months Ended |
Sep. 30, 2016 | |
Related Party Transactions [Abstract] | |
Related Party Transactions Disclosure [Text Block] | 10. Related Party Transactions ZAIS Managed Entities 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. September 30, 2016 September 30, 2015 (Dollars in thousands) $ 20,347 $ 29,082 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. September 30, 2016 September 30, 2015 (Dollars in thousands) $ 565,224 $ 560,206 September 30, 2016 December 31, 2015 (Dollars in thousands) $ 817 $ 650 These amounts are included in due from related parties in the consolidated statements of financial condition. September 30, 2016 December 31, 2015 (Dollars in thousands) $ 46 $ 32 These amounts are included in due from related parties in the consolidated statements of financial condition. RQSI, Ltd. Certain affiliates of Mr. Neil Ramsey (“Mr. Ramsey”) are significant stockholders of ZAIS. 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 Three Months Ended Nine Months Ended September 30, 2016 September 30, 2015 September 30, 2016 September 30, 2015 (Dollars in thousands) $ 125 $ 125 $ 375 $ 270 The expense is included in general, administrative and other expenses in the consolidated statements of total comprehensive income. ZAIS Group has agreed to use certain statistical data generated by RQSI, Ltd. models. ZAIS Group will use 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 Other ZAIS Group is a party to a consulting agreement with Ms. Tracy Rohan (“Ms. 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. Three Months Ended Nine Months Ended September 30, 2016 September 30, 2015 September 30, 2016 September 30, 2015 (Dollars in thousands) $ 26 $ 29 $ 78 $ 87 The expense is included in general, administrative and other expenses in the consolidated statements of total comprehensive income. September 30, 2016 December 31, 2015 (Dollars in thousands) $ 48 $ 67 |
Fixed Assets
Fixed Assets | 9 Months Ended |
Sep. 30, 2016 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant and Equipment Disclosure [Text Block] | 11. Fixed Assets September 30, December 31, ( Dollars in thousands ) Office equipment $ 3,098 $ 3,088 Leasehold improvements 691 853 Furniture and fixtures 572 574 Software 409 409 4,770 4,924 Less accumulated depreciation (4,430) (4,380) Total $ 340 $ 544 Three Months Ended Nine Months Ended September 30, 2016 September 30, 2015 September 30, 2016 September 30, 2015 (Dollars in thousands) $ 79 $ 445 $ 206 $ 654 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 $ 16,000 143,000 129,000 14,000 |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2016 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies Disclosure [Text Block] | 12. Commitments and Contingencies Capital Commitments As of September 30, 2016, a portion of the proceeds of the Business Combination had been committed to expand existing product lines. Up to $ 51.0 20.5 Lease Obligations ZAIS Group is obligated under operating lease agreements for office space in the New Jersey and London offices expiring through the end of October 2017. The Company recognizes expense related to its operating leases on a straight-line basis over the lease term. Period Amount ( Dollars in Three Months Ending December 31, 2016 $ 206 Ten Months Ending October 31, 2017 490 $ 696 Effective September 30, 2016, the Company terminated a portion of its lease and reduced its square footage by approximately 2,600 20,000 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). Three Months Ended Nine Months Ended September 30, 2016 September 30, 2015 September 30, 2016 September 30, 2015 (Dollars in thousands) $ 270 $ 397 $ 777 $ 1,215 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 September 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 In 2016 the Company received notification from one of its insurance providers that the Company’s claim for reimbursement of certain legal and other costs relating to a formal regulatory inquiry had been approved. The total approved claim reimbursement for all legal and other costs incurred in excess of the $500,000 873,000 Contingencies Gain Contingencies 578,000 295,000 41,000 738,000 135,000 |
Segment Reporting
Segment Reporting | 9 Months Ended |
Sep. 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 | 9 Months Ended |
Sep. 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 The Company issued 30,000 shares of Class A Common Stock during the nine months ended September 30, 2016 related to the RSUs which vested during the periods. There were no other issuances of Class A Common Stock during the three and nine months ended September 30, 2016 and September 30, 2015. At September 30, 2016 and December 31, 2015, there were 13,900,917 13,870,917 Class B Common Stock The Company is authorized to issue 20,000,000 0.000001 20,000,000 |
Earnings Per Share
Earnings Per Share | 9 Months Ended |
Sep. 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 Nine Months Ended 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) $ (286) (568) (9,196) (4,337) Effect of dilutive securities: Consolidated Net Income (Loss), net of tax, attributable to non-controlling interests in ZGP (1,009) (4,210) (7,754) Less: Consolidated Net (Income) Loss, net of tax, attributable to ZAIS REIT Management Class B interests (1) (144) (144) (429) (426) Income tax (benefit) expense (2) 471 3,342 Consolidated Net Income (Loss), net of tax, attributable to stockholders, after effect of dilutive securities $ (430) (1,250) (13,835) (9,175) Denominator: Weighted average number of shares of Class A Common Stock 13,900,917 13,870,917 13,887,997 10,009,416 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) 20,900,917 20,870,917 20,887,997 17,009,416 Consolidated Net Income (Loss), net of tax, per Class A common share Basic $ (0.02) $ (0.04) (0.66) (0.43) Consolidated Net Income (Loss), net of tax, per Class A common share Diluted $ (0.02) $ (0.06) (0.66) (0.54) (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 nine months ended September 30, 2015 is calculated using an assumed tax rate of 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 | 9 Months Ended |
Sep. 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 September 30, 2016 and December 31, 2015, and results of operations for the three and nine months ended September 30, 2016 and September 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. September 30, 2016 ZAIS Consolidated Eliminations Consolidated ( Dollars in thousands ) Assets Cash and cash equivalents $ 29,421 $ $ $ 29,421 Income and fees receivable 5,529 (218) 5,311 Investments in affiliates, at fair value 29,645 (24,471) 5,174 Due from related parties 953 (41) 912 Prepaid expenses 1,445 1,445 Other assets 458 458 Fixed assets, net 340 340 Assets of Consolidated Funds Investments, at fair value 20,348 20,348 Receivable for securities sold 40,000 40,000 Dividend receivable 8,317 8,317 Total Assets $ 67,791 $ 68,665 $ (24,730) $ 111,726 Liabilities and Equity Liabilities Notes payable $ 1,261 $ $ $ 1,261 Compensation payable 5,672 5,672 Due to related parties 144 144 Other liabilities 973 973 Liabilities of Consolidated Funds Payable for securities purchased 20,348 20,348 Other liabilities 336 (260) 76 Total Liabilities 8,050 20,684 (260) 28,474 Commitments and Contingencies (Note 12) Equity Preferred Stock Class A Common Stock 1 1 Class B Common Stock Additional paid-in-capital 62,809 62,809 Retained earnings (Accumulated deficit) (23,001) (23,001) Accumulated other comprehensive income (loss) (16) (16) Total stockholders’ equity, ZAIS Group Holdings, Inc. 39,793 39,793 Non-controlling interests in ZAIS Group Parent, LLC 19,948 19,948 Non-controlling interests in Consolidated Funds 47,981 (24,470) 23,511 Total Equity 59,741 47,981 (24,470) 83,252 Total Liabilities and Equity $ 67,791 $ 68,665 $ (24,730) $ 111,726 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 September 30, 2016 ZAIS Consolidated Eliminations Consolidated ( Dollars in thousands ) Revenues Management fee income $ 3,872 $ $ (218) $ 3,654 Incentive income 3,614 3,614 Other revenues 79 79 Total Revenues 7,565 (218) 7,347 Expenses Compensation and benefits 6,908 6,908 General, administrative and other 2,963 2,963 Depreciation 79 79 Expenses of Consolidated Funds 234 (218) 16 Total Expenses 9,950 234 (218) 9,966 Other Income (loss) Net gain (loss) on investments 2,025 (1,979) 46 Other income (expense) 53 53 Net gains (losses) of Consolidated Funds’ investments 4,115 4,115 Total Other Income (Loss) 2,078 4,115 (1,979) 4,214 Income (loss) before income taxes (307) 3,881 (1,979) 1,595 Income tax (benefit) expense (21) (21) Consolidated net income (loss), net of tax (286) 3,881 (1,979) 1,616 Other Comprehensive Income (Loss), net of tax Foreign currency translation adjustment (61) (61) Total Comprehensive Income (Loss) $ (347) $ 3,881 $ (1,979) $ 1,555 Three Months Ended September 30, 2015 ZAIS Consolidated Eliminations Consolidated ( Dollars in thousands ) Revenues Management fee income $ 4,175 $ $ $ 4,175 Incentive income 3,870 3,870 Other revenues 81 81 Total Revenues 8,126 8,126 Expenses Compensation and benefits 6,488 6,488 General, administrative and other 4,370 4,370 Depreciation 445 445 Total Expenses 11,303 11,303 Other Income (loss) Net gain (loss) on investments (11) (11) Other income (expense) 83 83 Total Other Income (Loss) 72 72 Income (loss) before income taxes (3,105) (3,105) Income tax (benefit) expense (1,528) (1,528) Consolidated net income (loss), net of tax (1,577) (1,577) Other Comprehensive Income (Loss), net of tax Foreign currency translation adjustment (160) (160) Total Comprehensive Income (Loss) $ (1,737) $ $ $ (1,737) Nine Months Ended September 30, 2016 ZAIS Consolidated Eliminations Consolidated ( Dollars in thousands ) Revenues Management fee income $ 11,012 $ $ (218) $ 10,794 Incentive income 3,909 3,909 Other revenues 238 238 Total Revenues 15,159 (218) 14,941 Expenses Compensation and benefits 23,914 23,914 General, administrative and other 9,123 9,123 Depreciation 206 206 Expenses of Consolidated Funds 282 (218) 64 Total Expenses 33,243 282 (218) 33,307 Other Income (loss) Net gain (loss) on investments 3,921 (3,838) 83 Other income (expense) 745 745 Net gains (losses) of Consolidated Funds’ investments 7,808 7,808 Total Other Income (Loss) 4,666 7,808 (3,838) 8,636 Income (loss) before income taxes (13,418) 7,526 (3,838) (9,730) Income tax (benefit) expense (12) (12) Consolidated net income (loss), net of tax (13,406) 7,526 (3,838) (9,718) Other Comprehensive Income (Loss), net of tax Foreign currency translation adjustment (262) (262) Total Comprehensive Income (Loss) $ (13,668) $ 7,526 $ (3,838) $ (9,980) Nine Months Ended September 30, 2015 ZAIS Consolidated Eliminations Consolidated ( Dollars in thousands ) Revenues Management fee income $ 12,009 $ $ $ 12,009 Incentive income 5,991 5,991 Other revenues 218 218 Total Revenues 18,218 18,218 Expenses Compensation and benefits 20,418 20,418 General, administrative and other 13,470 13,470 Depreciation 654 654 Total Expenses 34,542 34,542 Other Income (loss) Net gain (loss) on investments 34 34 Other income (expense) 88 88 Total Other Income (Loss) 122 122 Income (loss) before income taxes (16,202) (16,202) Income tax (benefit) expense (4,111) (4,111) Consolidated net income (loss), net of tax (12,091) (12,091) Other Comprehensive Income (Loss), net of tax Foreign currency translation adjustment 323 323 Total Comprehensive Income (Loss) $ (11,768) $ $ $ (11,768) |
Subsequent Events
Subsequent Events | 9 Months Ended |
Sep. 30, 2016 | |
Subsequent Events [Abstract] | |
Subsequent Events [Text Block] | 17. Subsequent Events ZAIS CLO 5, which priced on September 23, 2016, closed on October 26, 2016 and has a maturity date of October 2028. At the CLO closing, the following amounts, which are included in the Company’s consolidated statement of financial position at September 30, 2016, were settled: (i) the payable for securities purchased of $20.3 million (ii) the receivable for securities sold of $40.0 million and (iii) the dividend receivable of $8.3 million. The Company is currently evaluating whether or not the investment in ZAIS CLO 5 will need to be consolidated in its financial statements in accordance with ASU 2015-02 Consolidation (Topic 810): Amendments to the Consolidation Analysis On October 31, 2016, the Company received an $ 8.0 2.8 0.589 On November 1, 2016 the Company issued 74,331 2.02 |
Basis of Presentation and Sum24
Basis of Presentation and Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2016 | |
Accounting Policies [Abstract] | |
Basis of Accounting, Policy [Policy Text Block] | 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 condensed consolidated financial statements according to the SEC rules and regulations. The information and disclosures contained in these unaudited interim condensed 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, Policy [Policy Text Block] | 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] | Since May 2014, the FASB has issued ASU Nos. 2014-09, 2015-14, 2016-08, 2016-10 and 2016-12, "Revenue from Contracts with Customers". The objective of the guidance is to clarify the principles for recognizing revenue and supersedes most current revenue recognition guidance, including industry-specific guidance. The guidance is to be applied retrospectively to all prior periods presented or through a cumulative adjustment in the year of adoption, for interim and annual periods beginning after December 15, 2017. The Company is currently evaluating the impact of adopting this new standard. 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 In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 428) In March 2016, the FASB issued ASU No. 2016-09, Compensation-Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting In August 2016, the FASB issued ASU 2016-15, “Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments” |
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. 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, Consolidation (Topic 810): Amendments to the Consolidation Analysis |
Investments in Affiliates (Tabl
Investments in Affiliates (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Investments in and Advances to Affiliates, Schedule of Investments [Abstract] | |
Schedule of Investments in and Advances to Affiliates, Schedule of Investments [Table Text Block] | At September 30, 2016 and December 31, 2015, the fair value of these investments was as follows: September 30, 2016 December 31, 2015 (Dollars in thousands) $ 5,174 $ 5,242 |
Schedule of Unrealized Loss on Investments [Table Text Block] | The Company recorded a change in unrealized gain (loss) for three and nine months ended September 30, 2016 and September 30, 2015 associated with the investments still held at the end of each respective period as follows: Three Months Ended Nine Months Ended September 30, 2016 September 30, 2015 September 30, 2016 September 30, 2015 (Dollars in thousands) $ (32) $ (11) $ (55) $ 14 |
Fair Value of Investments (Tabl
Fair Value of Investments (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Fair Value Disclosures [Abstract] | |
Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis [Table Text Block] | The following tables summarize the Company’s assets measured at fair value on a recurring basis within the fair value hierarchy levels at September 30, 2016 and December 31, 2015: September 30, 2016 ( Dollars in thousands ) Level 1 Level 2 Level 3 Total Assets, at fair value Investments in affiliates, at net asset value $ $ $ 5,174 Investments, at fair value ZAIS CLO 5, Limited 20,348 20,348 Total assets, at fair value $ $ 20,348 $ 25,522 The fair value of ZAIS CLO 5, Limited (“ZAIS CLO 5”) was determined by a recent market transaction. 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] | Nine Months Ended September 30, 2016 ( Dollars in thousands ) Beginning Purchases/ Sales/ Total Transfers Ending Change in CLO - Warehouse $ 30,509 $ 10,000 $ (48,317) $ 7,808 $ $ $ ZAIS CLO 5 20,348 20,348 Total investments, at fair value $ 30,509 $ 30,348 $ (48,317) $ 7,808 $ $ 20,348 $ Year Ended 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 ("27
Variable Interest Entities ("VIEs") (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Gain (Loss) on Investments [Table Text Block] | For the three and nine months ended September 30, 2016, net gains (losses) of Consolidated Funds’ investments is as follows: Three Months Ended Nine Months Ended (Dollars in thousands) Change in unrealized gain or loss $ (4,202) $ (509) Dividend income 8,317 8,317 Total $ 4,115 $ 7,808 |
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 September 30, 2016 and December 31, 2015: September 30, December 31, (Dollars in thousands) Assets Assets of Consolidated Funds Cash and cash equivalents $ $ 33 Investments, at fair value 20,348 30,509 Receivable for securities sold 40,000 Dividend receivable 8,317 Total Assets $ 68,665 $ 30,542 Liabilities Liabilities of Consolidated Funds Payable for securities purchased $ 20,348 $ Other liabilities 336 101 Total Liabilities $ 20,684 $ 101 |
Management Fee Income and Inc28
Management Fee Income and Incentive Income (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Management Fee Income and Incentive Income [Abstract] | |
Schedule of Components of Management Fee Income and Incentive Income [Table Text Block] | Three Months Ended September 30, 2016 (Dollars in thousands) Fee Range Gross Elimination Net Management Fee Income Funds and accounts 0.50% - 1.25% $ 2,669 $ (218) $ 2,451 CLOs 0.15% - 0.50% 481 481 ZFC REIT 1.50% 722 722 Total $ 3,872 $ (218) $ 3,654 Incentive Income (1) Funds and accounts 10% - 20% $ 3,614 $ $ 3,614 CLOs 20% Total $ 3,614 $ $ 3,614 Three Months Ended September 30, 2015 (Dollars in thousands) Fee Range Gross Elimination Net Management Fee Income Funds and accounts 0.50% - 1.25% $ 3,007 $ $ 3,007 CLOs 0.15% - 0.50% 408 408 ZFC REIT 1.50% 760 760 Total $ 4,175 $ $ 4,175 Incentive Income (1) Funds and accounts 10% - 20% $ 3,870 $ $ 3,870 CLOs 20% Total $ 3,870 $ $ 3,870 Nine Months Ended September 30, 2016 (Dollars in thousands) Fee Range Gross Elimination Net Management Fee Income Funds and accounts 0.50% - 1.25% $ 7,438 $ (218) $ 7,220 CLOs 0.15% - 0.50% 1,311 1,311 ZFC REIT 1.50% 2,263 2,263 Total $ 11,012 $ (218) $ 10,794 Incentive Income (1) Funds and accounts 10% - 20% $ 3,909 $ $ 3,909 CLOs 20% Total $ 3,909 $ $ 3,909 Nine Months Ended September 30, 2015 (Dollars in thousands) Fee Range Gross Elimination Net Management Fee Income Funds and accounts 0.50% - 1.25% $ 8,984 $ $ 8,984 CLOs 0.15% - 0.50% 837 837 ZFC REIT 1.50% 2,188 2,188 Total $ 12,009 $ $ 12,009 Incentive Income (1) Funds and accounts 10% - 20% $ 5,118 $ $ 5,118 CLOs 10% - 20% 873 873 Total $ 5,991 $ $ 5,991 (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. |
Schedule Of Management Fee Income And Incentive Income Net Of Credit [Table Text Block] | Three Months Ended Nine Months Ended September 30, 2016 September 30, 2015 September 30, 2016 September 30, 2015 (Dollars in thousands) Management fee income credit $ 52 $ 61 $ 156 $ 165 Incentive income credit $ $ $ $ 59 |
Schedule Of Management fee Income And Incentive Income Receivable [Table Text Block] | September 30, December 31, (Dollars in thousands) Management fee income $ 2,049 $ 1,670 Incentive income 3,262 859 Total $ 5,311 $ 2,529 |
Compensation (Tables)
Compensation (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Schedule of Expected Benefit Payments [Table Text Block] | The Company incurred the following expenses relating to the Retention Payment Plan for the three and nine months ended September 30, 2016: Three Months Ended Nine Months Ended (Dollars in thousands) $ 1,253 $ 4,309 |
Schedule Of Compensation Expense And Employee Benefit [Table Text Block] | Three Months Three Months Nine Months Nine Months (Dollars in thousands) Salaries $ 2,497 $ 3,572 $ 8,370 $ 10,587 Bonus (1) 2,808 865 10,208 3,094 Points 32 Commissions 30 3 75 Income Unit Plan 198 Equity-Based Compensation 1,269 1,410 2,951 3,288 Severance 27 113 789 1,087 Payroll taxes and benefits 307 498 1,593 2,057 Total compensation and benefits $ 6,908 $ 6,488 $ 23,914 $ 20,418 (1) |
Schedule of Nonvested Share Activity [Table Text Block] | The following table presents the unvested Class B-0 Units’ activity during the nine months ended September 30, 2016: Number of Weighted Balance at December 31, 2015 1,337,486 $ 9.67 Granted 100,000 6.34 Forfeited (321,600) 9.70 Vested Balance at September 30, 2016 1,115,886 $ 9.36 |
Schedule of Nonvested Restricted Stock Units Activity [Table Text Block] | The following table presents the RSU activity during the nine months ended September 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 September 30, 2016 30,942 $ 3.22 |
Restricted Stock Units (RSUs) [Member] | |
Schedule of Compensation Cost for Share-based Payment Arrangements, Allocation of Share-based Compensation Costs by Plan [Table Text Block] | The Company incurred compensation expense relating to the RSUs for the three and nine months ended September 30, 2016 and September 30, 2015 as follows: Three Months Ended Nine Months Ended September 30, 2016 September 30, 2015 September 30, 2016 September 30, 2015 (Dollars in thousands) $ (41) $ 74 $ 75 $ 124 |
Capital Unit, Class B [Member] | |
Schedule of Compensation Cost for Share-based Payment Arrangements, Allocation of Share-based Compensation Costs by Plan [Table Text Block] | The Company incurred compensation expense relating to the Class B-0 Units for the three and nine months ended September 30, 2016 and September 30, 2015 as follows: Three Months Ended Nine Months Ended September 30, 2016 September 30, 2015 September 30, 2016 September 30, 2015 (Dollars in thousands) $ 1,310 $ 1,336 $ 2,876 $ 3,164 |
Income Taxes (Tables)
Income Taxes (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Income Tax Disclosure [Abstract] | |
Schedule of Effective Income Tax Rate Reconciliation [Table Text Block] | 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 (benefit) or expense. The following is a reconciliation of the U.S. statutory federal income tax to the Company’s effective tax: Three Months Ended Nine Months Ended 2016 2015 2016 2015 (Dollars in thousands) Income tax (benefit) expense at the U.S. federal statutory income tax rate $ 542 $ (1,086) $ (3,309) $ (5,672) State and local income tax, net of federal benefit 13 (134) (516) (506) Foreign tax (21) 189 (12) 210 Effect of permanent differences 58 Income attributable to non-controlling interests in Consolidated Funds not subject to tax (647) (1,254) Income attributable to non-controlling interests in ZGP not subject to tax 2 287 1,433 2,641 Provision to return adjustment 301 301 Valuation allowance (253) (784) 3,245 (784) Adjustment of tax rate used to value deferred taxes 42 42 Total $ (21) $ (1,528) $ (12) $ (4,111) |
Summary of Operating Loss Carryforwards [Table Text Block] | As of September 30, 2016, the Company has estimated federal and state income tax net operating loss carryforwards of $ 13,806,000 Amount (Dollars in thousands) 2032 $ 1 2033 83 2034 122 2035 5,990 2036 7,610 Total $ 13,806 |
Related Party Transactions (Tab
Related Party Transactions (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Schedule of Capital Units [Table Text Block] | September 30, 2016 September 30, 2015 (Dollars in thousands) $ 20,347 $ 29,082 |
Schedule Of Assets Under Management [Table Text Block] | September 30, 2016 September 30, 2015 (Dollars in thousands) $ 565,224 $ 560,206 |
Zais Managed Entities And Other Related Parties [Member] | |
Schedule of Related Party Transactions [Table Text Block] | The amounts due to ZAIS Group from the ZAIS Managed Entities and other related parties which were not as a result of this arrangement at September 30, 2016 and December 31, 2015 were as follows: September 30, 2016 December 31, 2015 (Dollars in thousands) $ 46 $ 32 |
Mr. Ramsey [Member] | |
Schedule Of Consulting Fee Expenses [Table Text Block] | The Company has recorded the following expense related to the Consulting Agreement for the three and nine month periods ended September 30, 2016 and September 30, 2015: Three Months Ended Nine Months Ended September 30, 2016 September 30, 2015 September 30, 2016 September 30, 2015 (Dollars in thousands) $ 125 $ 125 $ 375 $ 270 |
Ms. Rohan [Member] | |
Schedule Of Consulting Fee Expenses [Table Text Block] | Pursuant to the consulting agreement, Ms. Rohan earned the following amounts for her services for the three and nine months ended September 30, 2016 and September 30, 2015: Three Months Ended Nine Months Ended September 30, 2016 September 30, 2015 September 30, 2016 September 30, 2015 (Dollars in thousands) $ 26 $ 29 $ 78 $ 87 |
Zais Employee Loans [Member] | |
Schedule of Related Party Transactions [Table Text Block] | At September 30, 2016 and December 31, 2015, the following amounts relating to employee loans were included in due from related parties in the consolidated statements of financial condition: September 30, 2016 December 31, 2015 (Dollars in thousands) $ 48 $ 67 |
ZAIS Managed Entities [Member] | |
Schedule of Related Party Transactions [Table Text Block] | 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. September 30, 2016 December 31, 2015 (Dollars in thousands) $ 817 $ 650 |
Fixed Assets (Tables)
Fixed Assets (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant and Equipment [Table Text Block] | Fixed assets consist of the following: September 30, December 31, ( Dollars in thousands ) Office equipment $ 3,098 $ 3,088 Leasehold improvements 691 853 Furniture and fixtures 572 574 Software 409 409 4,770 4,924 Less accumulated depreciation (4,430) (4,380) Total $ 340 $ 544 |
Schedule Of Depreciation Expense Related To Fixed Assets [Table Text Block] | Three Months Ended Nine Months Ended September 30, 2016 September 30, 2015 September 30, 2016 September 30, 2015 (Dollars in thousands) $ 79 $ 445 $ 206 $ 654 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 9 Months Ended |
Sep. 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 September 30, 2016 are approximately as follows: Period Amount ( Dollars in Three Months Ending December 31, 2016 $ 206 Ten Months Ending October 31, 2017 490 $ 696 |
Schedule of Rent Expense [Table Text Block] | The Company incurred rent expense for the three and nine months ended September 30, 2016 and September 30, 2015 as follows: Three Months Ended Nine Months Ended September 30, 2016 September 30, 2015 September 30, 2016 September 30, 2015 (Dollars in thousands) $ 270 $ 397 $ 777 $ 1,215 |
Earnings Per Share (Tables)
Earnings Per Share (Tables) | 9 Months Ended |
Sep. 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 Nine Months Ended 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) $ (286) (568) (9,196) (4,337) Effect of dilutive securities: Consolidated Net Income (Loss), net of tax, attributable to non-controlling interests in ZGP (1,009) (4,210) (7,754) Less: Consolidated Net (Income) Loss, net of tax, attributable to ZAIS REIT Management Class B interests (1) (144) (144) (429) (426) Income tax (benefit) expense (2) 471 3,342 Consolidated Net Income (Loss), net of tax, attributable to stockholders, after effect of dilutive securities $ (430) (1,250) (13,835) (9,175) Denominator: Weighted average number of shares of Class A Common Stock 13,900,917 13,870,917 13,887,997 10,009,416 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) 20,900,917 20,870,917 20,887,997 17,009,416 Consolidated Net Income (Loss), net of tax, per Class A common share Basic $ (0.02) $ (0.04) (0.66) (0.43) Consolidated Net Income (Loss), net of tax, per Class A common share Diluted $ (0.02) $ (0.06) (0.66) (0.54) (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 nine months ended September 30, 2015 is calculated using an assumed tax rate of 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 Inform35
Supplemental Financial Information (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Statement of Financial Position [Abstract] | |
Schedule Of Consolidated Funds on the Company’s Financial Position [Table Text Block] | September 30, 2016 ZAIS Consolidated Eliminations Consolidated ( Dollars in thousands ) Assets Cash and cash equivalents $ 29,421 $ $ $ 29,421 Income and fees receivable 5,529 (218) 5,311 Investments in affiliates, at fair value 29,645 (24,471) 5,174 Due from related parties 953 (41) 912 Prepaid expenses 1,445 1,445 Other assets 458 458 Fixed assets, net 340 340 Assets of Consolidated Funds Investments, at fair value 20,348 20,348 Receivable for securities sold 40,000 40,000 Dividend receivable 8,317 8,317 Total Assets $ 67,791 $ 68,665 $ (24,730) $ 111,726 Liabilities and Equity Liabilities Notes payable $ 1,261 $ $ $ 1,261 Compensation payable 5,672 5,672 Due to related parties 144 144 Other liabilities 973 973 Liabilities of Consolidated Funds Payable for securities purchased 20,348 20,348 Other liabilities 336 (260) 76 Total Liabilities 8,050 20,684 (260) 28,474 Commitments and Contingencies (Note 12) Equity Preferred Stock Class A Common Stock 1 1 Class B Common Stock Additional paid-in-capital 62,809 62,809 Retained earnings (Accumulated deficit) (23,001) (23,001) Accumulated other comprehensive income (loss) (16) (16) Total stockholders’ equity, ZAIS Group Holdings, Inc. 39,793 39,793 Non-controlling interests in ZAIS Group Parent, LLC 19,948 19,948 Non-controlling interests in Consolidated Funds 47,981 (24,470) 23,511 Total Equity 59,741 47,981 (24,470) 83,252 Total Liabilities and Equity $ 67,791 $ 68,665 $ (24,730) $ 111,726 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 September 30, 2016 ZAIS Consolidated Eliminations Consolidated ( Dollars in thousands ) Revenues Management fee income $ 3,872 $ $ (218) $ 3,654 Incentive income 3,614 3,614 Other revenues 79 79 Total Revenues 7,565 (218) 7,347 Expenses Compensation and benefits 6,908 6,908 General, administrative and other 2,963 2,963 Depreciation 79 79 Expenses of Consolidated Funds 234 (218) 16 Total Expenses 9,950 234 (218) 9,966 Other Income (loss) Net gain (loss) on investments 2,025 (1,979) 46 Other income (expense) 53 53 Net gains (losses) of Consolidated Funds’ investments 4,115 4,115 Total Other Income (Loss) 2,078 4,115 (1,979) 4,214 Income (loss) before income taxes (307) 3,881 (1,979) 1,595 Income tax (benefit) expense (21) (21) Consolidated net income (loss), net of tax (286) 3,881 (1,979) 1,616 Other Comprehensive Income (Loss), net of tax Foreign currency translation adjustment (61) (61) Total Comprehensive Income (Loss) $ (347) $ 3,881 $ (1,979) $ 1,555 Three Months Ended September 30, 2015 ZAIS Consolidated Eliminations Consolidated ( Dollars in thousands ) Revenues Management fee income $ 4,175 $ $ $ 4,175 Incentive income 3,870 3,870 Other revenues 81 81 Total Revenues 8,126 8,126 Expenses Compensation and benefits 6,488 6,488 General, administrative and other 4,370 4,370 Depreciation 445 445 Total Expenses 11,303 11,303 Other Income (loss) Net gain (loss) on investments (11) (11) Other income (expense) 83 83 Total Other Income (Loss) 72 72 Income (loss) before income taxes (3,105) (3,105) Income tax (benefit) expense (1,528) (1,528) Consolidated net income (loss), net of tax (1,577) (1,577) Other Comprehensive Income (Loss), net of tax Foreign currency translation adjustment (160) (160) Total Comprehensive Income (Loss) $ (1,737) $ $ $ (1,737) Nine Months Ended September 30, 2016 ZAIS Consolidated Eliminations Consolidated ( Dollars in thousands ) Revenues Management fee income $ 11,012 $ $ (218) $ 10,794 Incentive income 3,909 3,909 Other revenues 238 238 Total Revenues 15,159 (218) 14,941 Expenses Compensation and benefits 23,914 23,914 General, administrative and other 9,123 9,123 Depreciation 206 206 Expenses of Consolidated Funds 282 (218) 64 Total Expenses 33,243 282 (218) 33,307 Other Income (loss) Net gain (loss) on investments 3,921 (3,838) 83 Other income (expense) 745 745 Net gains (losses) of Consolidated Funds’ investments 7,808 7,808 Total Other Income (Loss) 4,666 7,808 (3,838) 8,636 Income (loss) before income taxes (13,418) 7,526 (3,838) (9,730) Income tax (benefit) expense (12) (12) Consolidated net income (loss), net of tax (13,406) 7,526 (3,838) (9,718) Other Comprehensive Income (Loss), net of tax Foreign currency translation adjustment (262) (262) Total Comprehensive Income (Loss) $ (13,668) $ 7,526 $ (3,838) $ (9,980) Nine Months Ended September 30, 2015 ZAIS Consolidated Eliminations Consolidated ( Dollars in thousands ) Revenues Management fee income $ 12,009 $ $ $ 12,009 Incentive income 5,991 5,991 Other revenues 218 218 Total Revenues 18,218 18,218 Expenses Compensation and benefits 20,418 20,418 General, administrative and other 13,470 13,470 Depreciation 654 654 Total Expenses 34,542 34,542 Other Income (loss) Net gain (loss) on investments 34 34 Other income (expense) 88 88 Total Other Income (Loss) 122 122 Income (loss) before income taxes (16,202) (16,202) Income tax (benefit) expense (4,111) (4,111) Consolidated net income (loss), net of tax (12,091) (12,091) Other Comprehensive Income (Loss), net of tax Foreign currency translation adjustment 323 323 Total Comprehensive Income (Loss) $ (11,768) $ $ $ (11,768) |
Organization (Details Textual)
Organization (Details Textual) - USD ($) $ / shares in Units, $ in Thousands | 9 Months Ended | ||
Sep. 30, 2016 | Dec. 31, 2015 | Mar. 31, 2014 | |
Assets under Management, Carrying Amount | $ 3,844,000 | ||
Asset Management Income [Member] | |||
Increase (Decrease) in Deferred Revenue | 589,000 | ||
ZAIS [Member] | |||
Assets under Management, Carrying Amount | $ 0 | ||
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) - USD ($) $ in Thousands | Sep. 30, 2016 | Dec. 31, 2015 |
Investments in and Advances to Affiliates, at Fair Value | $ 5,174 | $ 5,242 |
Investments in Affiliates (De38
Investments in Affiliates (Details 1) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | |
Unrealized Gain (Loss) on Investments | $ (32) | $ (11) | $ (55) | $ 14 |
Investments in Affiliates (De39
Investments in Affiliates (Details Textual) | 9 Months Ended |
Sep. 30, 2016 | |
Investments in and Advances to Affiliates [Line Items] | |
Equity Method Investment, Additional Information | no equity investment, individually or in the aggregate, held by the Company exceeded 10% ofits total consolidated assets or income. |
Fair Value of Investments (Deta
Fair Value of Investments (Details) - USD ($) $ in Thousands | Sep. 30, 2016 | Dec. 31, 2015 |
Investments, at fair value | ||
Investments in affiliates, at net asset value | $ 5,174 | $ 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 | 25,522 | 43,920 |
Investments, at fair value | ||
Investments, Fair Value Disclosure | 20,348 | 38,678 |
Collateralized Loan Obligations [Member] | ||
Investments, at fair value | ||
Investments, Fair Value Disclosure | 30,509 | |
ZAIS CLO 5, Limited [Member] | ||
Investments, at fair value | ||
Investments, Fair Value Disclosure | 20,348 | |
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 | 8,169 | |
Fair Value, Inputs, Level 1 [Member] | Collateralized Loan Obligations [Member] | ||
Investments, at fair value | ||
Investments, Fair Value Disclosure | 0 | |
Fair Value, Inputs, Level 1 [Member] | ZAIS CLO 5, Limited [Member] | ||
Investments, at fair value | ||
Investments, Fair Value Disclosure | 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 | |
Fair Value, Inputs, Level 2 [Member] | Collateralized Loan Obligations [Member] | ||
Investments, at fair value | ||
Investments, Fair Value Disclosure | 0 | |
Fair Value, Inputs, Level 2 [Member] | ZAIS CLO 5, Limited [Member] | ||
Investments, at fair value | ||
Investments, Fair Value Disclosure | 0 | |
Fair Value, Inputs, Level 3 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Assets, Fair Value Disclosure | 20,348 | 30,509 |
Investments, at fair value | ||
Investments in affiliates, at net asset value | 0 | 0 |
Investments, Fair Value Disclosure | 30,509 | |
Fair Value, Inputs, Level 3 [Member] | Collateralized Loan Obligations [Member] | ||
Investments, at fair value | ||
Investments, Fair Value Disclosure | 30,509 | |
Fair Value, Inputs, Level 3 [Member] | ZAIS CLO 5, Limited [Member] | ||
Investments, at fair value | ||
Investments, Fair Value Disclosure | $ 20,348 | |
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 (De41
Fair Value of Investments (Details 1) - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended |
Sep. 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 | 30,348 | 30,000 |
Total investments, at fair value, Sales/Redemptions/Settlements | (48,317) | 0 |
Total investments, at fair value, Total Realized and Change in Unrealized Gains (Losses) | 7,808 | 509 |
Total investments, at fair value, Transfers to (from) Level 3 | 0 | 0 |
Total investments, at fair value (Ending Balance) | 20,348 | 30,509 |
Total investments, at fair value, Assets Measured on Recurring Basis, Change in Unrealized Gains/Losses Relating to Assets and Liabilities Still Held | 0 | 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 | (48,317) | 0 |
Total investments, at fair value, Total Realized and Change in Unrealized Gains (Losses) | 7,808 | 509 |
Total investments, at fair value, Transfers to (from) Level 3 | 0 | 0 |
Total investments, at fair value (Ending Balance) | 0 | 30,509 |
Total investments, at fair value, Assets Measured on Recurring Basis, Change in Unrealized Gains/Losses Relating to Assets and Liabilities Still Held | 0 | 509 |
ZAIS CLO 5 [Member] | ||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Total investments, at fair value (Beginning Balance) | 0 | |
Total investments, at fair value, Purchases/Issuances | 20,348 | |
Total investments, at fair value, Sales/Redemptions/Settlements | 0 | |
Total investments, at fair value, Total Realized and Change in Unrealized Gains (Losses) | 0 | |
Total investments, at fair value, Transfers to (from) Level 3 | 0 | |
Total investments, at fair value (Ending Balance) | 20,348 | $ 0 |
Total investments, at fair value, Assets Measured on Recurring Basis, Change in Unrealized Gains/Losses Relating to Assets and Liabilities Still Held | $ 0 |
Fair Value of Investments (De42
Fair Value of Investments (Details Textual) | 12 Months Ended |
Dec. 31, 2015 | |
Collateralized Loan Obligation Excess Spread | 1.70% |
Variable Interest Entities ("43
Variable Interest Entities ("VIEs" (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | |||
Gain (Loss) on Investments [Line Items] | ||||||
Change in unrealized gain or loss | $ (32) | $ (11) | $ (55) | $ 14 | ||
Total | 46 | $ (11) | [1] | 83 | $ 34 | [1] |
Consolidated Entities [Member] | ||||||
Gain (Loss) on Investments [Line Items] | ||||||
Change in unrealized gain or loss | (4,202) | (509) | ||||
Dividend receivable | 8,317 | 8,317 | ||||
Total | $ 4,115 | $ 7,808 | ||||
[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 September 30, 2015 figures above reflect the consolidated results of the Company for the three and nine months ended September 30, 2015, subsequent to the adoption of ASU 2015-02. |
Variable Interest Entities ("44
Variable Interest Entities ("VIEs") (Details 1) - USD ($) $ in Thousands | Sep. 30, 2016 | Dec. 31, 2015 | Sep. 30, 2015 | Dec. 31, 2014 |
Assets of Consolidated Funds | ||||
Cash and cash equivalents | $ 29,421 | $ 44,351 | $ 64,555 | $ 7,664 |
Total Assets | 111,726 | 93,211 | ||
Liabilities of Consolidated Funds | ||||
Other liabilities | 973 | 1,546 | ||
Total Liabilities | 28,474 | 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 | 20,348 | 30,509 | ||
Receivable for securities sold | 40,000 | 0 | ||
Dividend receivable | 8,317 | 0 | ||
Total Assets | 68,665 | 30,542 | ||
Liabilities of Consolidated Funds | ||||
Payable for securities purchased | 20,348 | 0 | ||
Other liabilities | 336 | 101 | ||
Total Liabilities | $ 20,684 | $ 101 |
Variable Interest Entities ("45
Variable Interest Entities ("VIEs") (Details Textual) - USD ($) $ in Millions | 9 Months Ended | |
Sep. 30, 2016 | Sep. 23, 2016 | |
Variable Interest Entity [Line Items] | ||
Variable Interest Entity, Qualitative or Quantitative Information, Ownership Percentage Description | the relevant collateral manager must purchase and hold, unhedged, directly or through a majority-owned affiliate, either (i) 5% of each tranche of the CLO’s securities, (ii) an amount of the CLO’s equity equal to 5% of the aggregate fair value of all of the CLO’s securities or (iii) a combination of the two. | |
Variable Interest Entity, Qualitative or Quantitative Information, Risk Percentage Description | The required risk must be retained until the latest of (i) the date that the CLO has paid down its securities to 33% of their original principal amount, (ii) the date that the CLO has sold down its assets to 33% of their original principal amount and (iii) the date that is two years after closing. | |
ZAIS CLO 5 [Member] | ||
Variable Interest Entity [Line Items] | ||
Capitalization, Long-term Debt and Equity | $ 408.5 | |
Long-term Debt | $ 368 | |
Receivables from Brokers-Dealers and Clearing Organizations | $ 40 | |
Equity Method Investment, Interest Percentage In Debt | 2.00% | |
Equity Method Investment, Interest Percentage In Equity | 32.00% | |
Dividends Receivable | $ 8.3 | |
Equity Method Investments | $ 20.3 | |
ZAIS Zephyr A-6, LP [Member] | ||
Variable Interest Entity [Line Items] | ||
Equity Method Investment, Ownership Percentage | 51.00% |
Management Fee Income and Inc46
Management Fee Income and Incentive Income (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||||||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | |||||
Components of Management Fee Income and Incentive Income [Line Items] | ||||||||
Management Fee Income | $ 3,654 | $ 4,175 | [1] | $ 10,794 | $ 12,009 | [1] | ||
Management Fees, Incentive Revenue | 3,614 | 3,870 | [1] | 3,909 | 5,991 | [1] | ||
Asset Management Income [Member] | ||||||||
Components of Management Fee Income and Incentive Income [Line Items] | ||||||||
Management Fee Income | 3,654 | 4,175 | 10,794 | 12,009 | ||||
Incentive Fee Income [Member] | ||||||||
Components of Management Fee Income and Incentive Income [Line Items] | ||||||||
Management Fees, Incentive Revenue | 3,614 | [2] | 3,870 | 3,909 | 5,991 | |||
Collateralized Loan Obligations [Member] | Asset Management Income [Member] | ||||||||
Components of Management Fee Income and Incentive Income [Line Items] | ||||||||
Management Fee Income | 481 | 408 | 1,311 | 837 | ||||
Collateralized Loan Obligations [Member] | Incentive Fee Income [Member] | ||||||||
Components of Management Fee Income and Incentive Income [Line Items] | ||||||||
Management Fees, Incentive Revenue | $ 0 | [2] | $ 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% | 0.05% | 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 | $ 2,451 | $ 3,007 | $ 7,220 | $ 8,984 | ||||
Funds and accounts [Member] | Incentive Fee Income [Member] | ||||||||
Components of Management Fee Income and Incentive Income [Line Items] | ||||||||
Management Fees, Incentive Revenue | $ 3,614 | [2] | $ 3,870 | $ 3,909 | $ 5,118 | |||
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% | ||||
Percentage of Incentive Income Earned | [2] | 20.00% | ||||||
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% | ||||
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 | $ 722 | $ 760 | $ 2,263 | $ 2,188 | ||||
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 | $ 3,872 | $ 4,175 | $ 11,012 | $ 12,009 | ||||
Gross Amount [Member] | Incentive Fee Income [Member] | ||||||||
Components of Management Fee Income and Incentive Income [Line Items] | ||||||||
Management Fees, Incentive Revenue | 3,614 | [2] | 3,870 | 3,909 | 5,991 | |||
Gross Amount [Member] | Collateralized Loan Obligations [Member] | Asset Management Income [Member] | ||||||||
Components of Management Fee Income and Incentive Income [Line Items] | ||||||||
Management Fee Income | 481 | 408 | 1,311 | 837 | ||||
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 | 0 | [2] | 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 | 2,669 | 3,007 | 7,438 | 8,984 | ||||
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 | 3,614 | [2] | 3,870 | 3,909 | 5,118 | |||
Gross Amount [Member] | ZFC REIT [Member] | Asset Management Income [Member] | ||||||||
Components of Management Fee Income and Incentive Income [Line Items] | ||||||||
Management Fee Income | 722 | 760 | 2,263 | 2,188 | ||||
Elimination [Member] | ||||||||
Components of Management Fee Income and Incentive Income [Line Items] | ||||||||
Management Fee Income | (218) | 0 | (218) | 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 | (218) | 0 | (218) | 0 | ||||
Elimination [Member] | Incentive Fee Income [Member] | ||||||||
Components of Management Fee Income and Incentive Income [Line Items] | ||||||||
Management Fees, Incentive Revenue | 0 | [2] | 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 | 0 | [2] | 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 | (218) | 0 | (218) | 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 | 0 | [2] | 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 September 30, 2015 figures above reflect the consolidated results of the Company for the three and nine months ended September 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 Inc47
Management Fee Income and Incentive Income (Details 1) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | |
Components of Management Fee Income and Incentive Income [Line Items] | ||||
Management fee income credit | $ 52 | $ 61 | $ 156 | $ 165 |
Incentive income credit | $ 0 | $ 0 | $ 0 | $ 59 |
Management Fee Income and Inc48
Management Fee Income and Incentive Income (Details 2) - USD ($) $ in Thousands | Sep. 30, 2016 | Dec. 31, 2015 |
Components of Management Fee Income and Incentive Income [Line Items] | ||
Management fee income | $ 2,049 | $ 1,670 |
Incentive income | 3,262 | 859 |
Total | $ 5,311 | $ 2,529 |
Management Fee Income and Inc49
Management Fee Income and Incentive Income (Details Textual) | Oct. 31, 2016USD ($) |
Subsequent Event [Member] | |
Components of Management Fee Income and Incentive Income [Line Items] | |
Management Fees Receivable Subject To Compromise Early Contract Termination Fees | $ 8,000,000 |
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 ($) $ in Thousands | 3 Months Ended | 9 Months Ended |
Sep. 30, 2016 | Sep. 30, 2016 | |
Retention Payment Plan [Member] | ||
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | ||
Labor and Related Expense | $ 1,253 | $ 4,309 |
Compensation (Details 1)
Compensation (Details 1) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | ||||
Salaries | $ 2,497 | $ 3,572 | $ 8,370 | $ 10,587 | |||
Bonus | [1] | 2,808 | 865 | 10,208 | 3,094 | ||
Points | 0 | 0 | 0 | 32 | |||
Commissions | 0 | 30 | 3 | 75 | |||
Income Unit Plan | 0 | 0 | 0 | 198 | |||
Equity-Based Compensation | 1,269 | 1,410 | 2,951 | 3,288 | |||
Severance | 27 | 113 | 789 | 1,087 | |||
Payroll taxes and benefits | 307 | 498 | 1,593 | 2,057 | |||
Total compensation and benefits | $ 6,908 | $ 6,488 | [2] | $ 23,914 | $ 20,418 | [2] | |
[1] | Includes amounts incurred under the Retention Payment Plan. | ||||||
[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 September 30, 2015 figures above reflect the consolidated results of the Company for the three and nine months ended September 30, 2015, subsequent to the adoption of ASU 2015-02. |
Compensation (Details 2)
Compensation (Details 2) - Class B-O Units [Member] | 9 Months Ended |
Sep. 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 | (321,600) |
B-0 Units, Vested | shares | 0 |
B-0 Units, Balance at September 30, 2016 | shares | 1,115,886 |
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 September 30, 2016 | $ / shares | $ 9.36 |
Compensation (Details 3)
Compensation (Details 3) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | |
Class B-O Units [Member] | ||||
Share-based Compensation | $ 1,310 | $ 1,336 | $ 2,876 | $ 3,164 |
Compensation (Details 4)
Compensation (Details 4) - Restricted Stock Units (RSUs) [Member] | 9 Months Ended |
Sep. 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 September 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 September 30, 2016 | $ / shares | $ 3.22 |
Compensation (Details 5)
Compensation (Details 5) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | |
Restricted Stock Units (RSUs) [Member] | ||||
Share-based Compensation | $ (41) | $ 74 | $ 75 | $ 124 |
Compensation (Details Textual)
Compensation (Details Textual) | 1 Months Ended | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Mar. 08, 2016 | Sep. 30, 2016USD ($) | Sep. 30, 2015USD ($) | Sep. 30, 2016USD ($) | Sep. 30, 2015USD ($) | Dec. 31, 2013 | Mar. 17, 2015shares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Stock or Unit Option Plan Expense | $ 1,269,000 | $ 1,410,000 | $ 2,951,000 | $ 3,288,000 | |||
Employee Retention Notification Period | 60 days | ||||||
Restructuring and Related Cost, Number of Positions Eliminated | 23 | ||||||
Severance Costs | 27,000 | $ 113,000 | $ 789,000 | $ 1,087,000 | |||
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 | $ 2,393,000 | ||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Remaining Contractual Term | 5 months 16 days | ||||||
Restricted Stock Units (RSUs) [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Share Based Compensation Estimated Forfeiture Percentage | 0.00% | ||||||
Restricted Stock or Unit Expense | $ 55,000 | ||||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Outstanding, Weighted Average Remaining Contractual Terms | 6 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 ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | |||
Income tax (benefit) expense at the U.S. federal statutory income tax rate | $ 542 | $ (1,086) | $ (3,309) | $ (5,672) | ||
State and local income tax, net of federal benefit | 13 | (134) | (516) | (506) | ||
Foreign tax | (21) | 189 | (12) | 210 | ||
Effect of permanent differences | 0 | 0 | 58 | 0 | ||
Provision to return adjustment | 301 | 301 | ||||
Valuation allowance | (253) | (784) | 3,245 | (784) | ||
Adjustment of tax rate used to value deferred taxes | 42 | 0 | 42 | 0 | ||
Total | (21) | (1,528) | [1] | (12) | (4,111) | [1] |
Consolidated Funds [Member] | ||||||
Income attributable to non-controlling interests | (647) | 0 | (1,254) | 0 | ||
ZAIS Group, LLC [Member] | ||||||
Income attributable to non-controlling interests | 2 | 287 | 1,433 | 2,641 | ||
Total | $ (21) | $ (1,528) | $ (12) | $ (4,111) | ||
[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 September 30, 2015 figures above reflect the consolidated results of the Company for the three and nine months ended September 30, 2015, subsequent to the adoption of ASU 2015-02. |
Income Taxes (Details 1)
Income Taxes (Details 1) $ in Thousands | Sep. 30, 2016USD ($) |
Income Tax [Line Items] | |
Deferred Tax Assets, Operating Loss Carryforwards, Subject to Expiration | $ 13,806 |
Expiration Date One [Member] | |
Income Tax [Line Items] | |
Deferred Tax Assets, Operating Loss Carryforwards, Subject to Expiration | 1 |
Expiration Date Two [Member] | |
Income Tax [Line Items] | |
Deferred Tax Assets, Operating Loss Carryforwards, Subject to Expiration | 83 |
Expiration Date Three [Member] | |
Income Tax [Line Items] | |
Deferred Tax Assets, Operating Loss Carryforwards, Subject to Expiration | 122 |
Expiration Date Four [Member] | |
Income Tax [Line Items] | |
Deferred Tax Assets, Operating Loss Carryforwards, Subject to Expiration | 5,990 |
Expiration Date Five [Member] | |
Income Tax [Line Items] | |
Deferred Tax Assets, Operating Loss Carryforwards, Subject to Expiration | $ 7,610 |
Income Taxes (Details Textual)
Income Taxes (Details Textual) - USD ($) | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | Dec. 31, 2015 | |
Income Tax [Line Items] | |||||
Deferred Tax Assets, Operating Loss Carryforwards, Subject to Expiration | $ 13,806,000 | $ 13,806,000 | |||
Current Foreign Tax Expense (Benefit) | (21,000) | (12,000) | |||
Current Income Tax Expense (Benefit), Total | $ (1,528,000) | $ (4,111,000) | |||
Valuation Allowance, Deferred Tax Asset, Increase (Decrease), Amount | (253,000) | $ 3,245,000 | |||
Before Acquisition of ZGP [Member] | |||||
Income Tax [Line Items] | |||||
Deferred Tax Assets, Net | $ 8,313,000 | $ 8,313,000 | $ 5,068,000 |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) $ in Thousands | Sep. 30, 2016 | Sep. 30, 2015 |
ZAIS Managed Entities [Member] | ||
Related Party Transaction [Line Items] | ||
Capital | $ 20,347 | $ 29,082 |
Related Party Transactions (D62
Related Party Transactions (Details 1) - USD ($) $ in Thousands | Sep. 30, 2016 | Dec. 31, 2015 | Sep. 30, 2015 |
Related Party Transaction [Line Items] | |||
Due from Related Parties | $ 912 | $ 748 | |
Zais Clo 1 Zais Clo 2 [Member] | |||
Related Party Transaction [Line Items] | |||
Due from Related Parties | $ 565,224 | $ 560,206 |
Related Party Transactions (D63
Related Party Transactions (Details 2) - USD ($) $ in Thousands | Sep. 30, 2016 | Dec. 31, 2015 |
Related Party Transaction [Line Items] | ||
Due from Related Parties | $ 912 | $ 748 |
ZAIS Managed Entities [Member] | ||
Related Party Transaction [Line Items] | ||
Due from Related Parties | $ 817 | $ 650 |
Related Party Transactions (D64
Related Party Transactions (Details 3) - USD ($) $ in Thousands | Sep. 30, 2016 | Dec. 31, 2015 |
Related Party Transaction [Line Items] | ||
Due from Related Parties | $ 912 | $ 748 |
Zais Managed Entities And Other Related Parties [Member] | ||
Related Party Transaction [Line Items] | ||
Due from Related Parties | $ 46 | $ 32 |
Related Party Transactions (D65
Related Party Transactions (Details 4) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | |
Mr. Ramsey [Member] | General and Administrative Expense [Member] | ||||
Related Party Transaction [Line Items] | ||||
Consulting Fees Expenses | $ 125 | $ 125 | $ 375 | $ 270 |
Related Party Transactions (D66
Related Party Transactions (Details 5) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | |
Ms. Rohan [Member] | General and Administrative Expense [Member] | ||||
Related Party Transaction [Line Items] | ||||
Consulting Fees Expenses | $ 26 | $ 29 | $ 78 | $ 87 |
Related Party Transactions (D67
Related Party Transactions (Details 6) - USD ($) $ in Thousands | Sep. 30, 2016 | Dec. 31, 2015 |
Related Party Transaction [Line Items] | ||
Due from Related Parties | $ 912 | $ 748 |
Zais Employee Loans [Member] | ||
Related Party Transaction [Line Items] | ||
Due from Related Parties | $ 48 | $ 67 |
Related Party Transactions (D68
Related Party Transactions (Details Textual) | 9 Months Ended |
Sep. 30, 2016USD ($) | |
Related Party Transaction [Line Items] | |
Related Party Transaction, Amounts of Transaction | $ 13,000 |
ZAIS Managed Entities [Member] | Mr. Ramsey [Member] | |
Related Party Transaction [Line Items] | |
Consulting Fees | $ 500,000 |
Fixed Assets (Details)
Fixed Assets (Details) - USD ($) $ in Thousands | Sep. 30, 2016 | Dec. 31, 2015 |
Property, Plant and Equipment [Line Items] | ||
Office equipment | $ 3,098 | $ 3,088 |
Leasehold improvements | 691 | 853 |
Furniture and fixtures | 572 | 574 |
Software | 409 | 409 |
Property, Plant and Equipment, Gross | 4,770 | 4,924 |
Less accumulated depreciation | (4,430) | (4,380) |
Total | $ 340 | $ 544 |
Fixed Assets (Details 1)
Fixed Assets (Details 1) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | |||
Property, Plant and Equipment [Line Items] | ||||||
Depreciation, Depletion and Amortization | $ 79 | $ 445 | [1] | $ 206 | $ 654 | [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 September 30, 2015 figures above reflect the consolidated results of the Company for the three and nine months ended September 30, 2015, subsequent to the adoption of ASU 2015-02. |
Fixed Assets (Details Textual)
Fixed Assets (Details Textual) - USD ($) | 3 Months Ended | 9 Months Ended | |||||
Sep. 30, 2016 | Sep. 30, 2015 | [1] | Sep. 30, 2016 | Sep. 30, 2015 | [1] | Dec. 31, 2015 | |
Property, Plant and Equipment [Line Items] | |||||||
Depreciation, Depletion and Amortization | $ 79,000 | $ 445,000 | $ 206,000 | $ 654,000 | |||
Reduction In Lease Hold Improvements Due To Change In Foreign Currency Spot Rate | 16,000 | ||||||
Impairment of Leasehold | 143,000 | ||||||
Accumulated Depreciation, Depletion and Amortization, Property, Plant, and Equipment | 4,430,000 | 4,430,000 | $ 4,380,000 | ||||
Leasehold Improvements [Member] | |||||||
Property, Plant and Equipment [Line Items] | |||||||
Depreciation, Depletion and Amortization | 14,000 | 14,000 | |||||
Accumulated Depreciation, Depletion and Amortization, Property, Plant, and Equipment | $ 129,000 | $ 129,000 | |||||
[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 September 30, 2015 figures above reflect the consolidated results of the Company for the three and nine months ended September 30, 2015, subsequent to the adoption of ASU 2015-02. |
Commitments and Contingencies72
Commitments and Contingencies (Details) $ in Thousands | Sep. 30, 2016USD ($) |
Future Minimum Rental Payments For Operating Leases [Line Items] | |
Three Months Ending December 31, 2016 | $ 206 |
Ten Months Ending October 31, 2017 | 490 |
Operating Leases, Future Minimum Payments Due | $ 696 |
Commitments and Contingencies73
Commitments and Contingencies (Details 1) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | |
Operating Leases, Rent Expense | $ 270 | $ 397 | $ 777 | $ 1,215 |
Commitments and Contingencies74
Commitments and Contingencies (Details Textual) | 1 Months Ended | 3 Months Ended | 9 Months Ended | 12 Months Ended |
Sep. 30, 2016USD ($)a | Sep. 30, 2016USD ($)a | Sep. 30, 2016USD ($)a | Dec. 31, 2015USD ($) | |
Future Minimum Rental Payments For Operating Leases [Line Items] | ||||
Lease Expiration Date | Oct. 31, 2017 | |||
Other Commitment, Total | $ 51,000,000 | $ 51,000,000 | $ 51,000,000 | |
Capital Contribution To Subsidiary | 20,500,000 | 20,500,000 | $ 20,500,000 | |
Legal Cost Reimbursement Description | The total approved claim reimbursement for all legal and other costs incurred in excess of the $500,000 deductible was approximately $873,000. | |||
Proceeds from Insurance Settlement, Operating Activities | $ 41,000 | $ 738,000 | ||
Payments For Lease Termination Fee | $ 20,000 | |||
Net Rentable Area | a | 2,600 | 2,600 | 2,600 | |
Insurance Settlement [Member] | ||||
Future Minimum Rental Payments For Operating Leases [Line Items] | ||||
Insurance Settlements Receivable | $ 135,000 | $ 135,000 | $ 135,000 | |
Legal Cost Reimbursement | 873,000 | |||
Proceeds from Legal Settlements | $ 295,000 | |||
Other Nonoperating Income (Expense) [Member] | ||||
Future Minimum Rental Payments For Operating Leases [Line Items] | ||||
Legal Fees | $ 578,000 |
Stockholders' Equity (Details T
Stockholders' Equity (Details Textual) - $ / shares | 9 Months Ended | |
Sep. 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 |
Stock Issued During Period, Shares, Restricted Stock Award, Net of Forfeitures | 30,000 | |
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 | 9 Months Ended | |||||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | ||||
Numerator: | |||||||
Consolidated Net Income (Loss), net of tax, attributable to ZAIS Group Holdings, Inc. Class A common stockholders (Basic) | $ (286) | $ (568) | $ (9,196) | $ (4,337) | |||
Effect of dilutive securities: | |||||||
Income tax (benefit) expense | [1] | 0 | 471 | 0 | 3,342 | ||
Consolidated Net Income (Loss), net of tax, attributable to stockholders, after effect of dilutive securities | $ (430) | $ (1,250) | $ (13,835) | $ (9,175) | |||
Denominator: | |||||||
Weighted average number of shares of Class A Common Stock | 13,900,917 | 13,870,917 | [2] | 13,887,997 | 10,009,416 | [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] | 20,900,917 | 20,870,917 | [2] | 20,887,997 | 17,009,416 | [2],[3] |
Consolidated Net Income (Loss), net of tax, per Class A common share - Basic | $ (0.02) | $ (0.04) | [2] | $ (0.66) | $ (0.43) | [2] | |
Consolidated Net Income (Loss), net of tax, per Class A common share - Diluted | $ (0.02) | $ (0.06) | [2] | $ (0.66) | $ (0.54) | [2] | |
ZAIS Group Parent, LLC [Member] | |||||||
Effect of dilutive securities: | |||||||
Consolidated Net Income (Loss), net of tax, attributable to non-controlling interests in ZGP | $ 0 | $ (1,009) | $ (4,210) | $ (7,754) | |||
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] | $ (144) | $ (144) | $ (429) | $ (426) | ||
[1] | Income tax (benefit) / expense for the three and nine months ended September 30, 2015 is calculated using an assumed tax rate of 40.85%. See Note 9, “Income Taxes” 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 September 30, 2015 figures above reflect the consolidated results of the Company for the three and nine months ended September 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 | 9 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | |
Earnings Per Share [Line Items] | ||||
Income Tax Expense Benefit Percentage | 0.00% | 40.85% | 0.00% | 40.85% |
Supplemental Financial Inform78
Supplemental Financial Information (Details) - USD ($) $ in Thousands | Sep. 30, 2016 | Dec. 31, 2015 | Sep. 30, 2015 | Dec. 31, 2014 |
Assets | ||||
Cash and cash equivalents | $ 29,421 | $ 44,351 | $ 64,555 | $ 7,664 |
Income and fees receivable | 5,311 | 2,529 | ||
Investments, at fair value | 8,169 | |||
Investments in affiliates, at fair value | 5,174 | 5,242 | ||
Due from related parties | 912 | 748 | ||
Prepaid expenses | 1,445 | 776 | ||
Other assets | 458 | 310 | ||
Fixed assets, net | 340 | 544 | ||
Total Assets | 111,726 | 93,211 | ||
Liabilities | ||||
Notes payable | 1,261 | 1,255 | ||
Compensation payable | 5,672 | 3,575 | ||
Due to related parties | 144 | 175 | ||
Fees payable | 0 | 756 | ||
Other liabilities | 973 | 1,546 | ||
Liabilities of Consolidated Funds | ||||
Total Liabilities | 28,474 | 7,408 | ||
Commitments and Contingencies (Note 12) | ||||
Equity | ||||
Preferred Stock | 0 | 0 | ||
Additional paid-in-capital | 62,809 | 60,817 | ||
Retained earnings (Accumulated deficit) | (23,001) | (13,805) | ||
Accumulated other comprehensive income (loss) | (16) | 158 | ||
Total stockholders’ equity, ZAIS Group Holdings, Inc. | 39,793 | 47,171 | ||
Total Equity | 83,252 | 85,803 | ||
Total Liabilities and Equity | 111,726 | 93,211 | ||
Intersegment Eliminations [Member] | ||||
Assets | ||||
Cash and cash equivalents | 0 | 0 | ||
Income and fees receivable | (218) | 0 | ||
Investments, at fair value | 0 | |||
Investments in affiliates, at fair value | (24,471) | (15,525) | ||
Due from related parties | (41) | 0 | ||
Prepaid expenses | 0 | 0 | ||
Other assets | 0 | 0 | ||
Fixed assets, net | 0 | 0 | ||
Receivable for securities sold | 0 | |||
Dividend receivable | 0 | |||
Total Assets | (24,730) | (15,525) | ||
Liabilities | ||||
Notes payable | 0 | 0 | ||
Compensation payable | 0 | 0 | ||
Due to related parties | 0 | 0 | ||
Fees payable | 0 | |||
Other liabilities | 0 | 0 | ||
Liabilities of Consolidated Funds | ||||
Total Liabilities | (260) | 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 | (24,470) | (15,525) | ||
Total Liabilities and Equity | (24,730) | (15,525) | ||
ZAIS [Member] | ||||
Assets | ||||
Cash and cash equivalents | 29,421 | 44,351 | ||
Income and fees receivable | 5,529 | 2,529 | ||
Investments, at fair value | 0 | 8,169 | ||
Investments in affiliates, at fair value | 29,645 | 20,767 | ||
Due from related parties | 953 | 748 | ||
Prepaid expenses | 1,445 | 776 | ||
Other assets | 458 | 310 | ||
Fixed assets, net | 340 | 544 | ||
Receivable for securities sold | 0 | |||
Dividend receivable | 0 | |||
Total Assets | 67,791 | 78,194 | ||
Liabilities | ||||
Notes payable | 1,261 | 1,255 | ||
Compensation payable | 5,672 | 3,575 | ||
Due to related parties | 144 | 175 | ||
Fees payable | 756 | |||
Payable for Securities purchased | 0 | |||
Other liabilities | 973 | 1,546 | ||
Liabilities of Consolidated Funds | ||||
Total Liabilities | 8,050 | 7,307 | ||
Commitments and Contingencies (Note 12) | ||||
Equity | ||||
Preferred Stock | 0 | 0 | ||
Additional paid-in-capital | 62,809 | 60,817 | ||
Retained earnings (Accumulated deficit) | (23,001) | (13,805) | ||
Accumulated other comprehensive income (loss) | (16) | 158 | ||
Total stockholders’ equity, ZAIS Group Holdings, Inc. | 39,793 | 47,171 | ||
Equity attributable to non-controlling interests | 19,948 | 23,716 | ||
Total Equity | 59,741 | 70,887 | ||
Total Liabilities and Equity | 67,791 | 78,194 | ||
Consolidated Funds, Before Eliminations [Member] | ||||
Assets | ||||
Cash and cash equivalents | 0 | 33 | ||
Income and fees receivable | 0 | 0 | ||
Investments, at fair value | 20,348 | 30,509 | ||
Investments in affiliates, at fair value | 0 | 0 | ||
Due from related parties | 0 | 0 | ||
Prepaid expenses | 0 | 0 | ||
Other assets | 0 | 0 | ||
Fixed assets, net | 0 | 0 | ||
Receivable for securities sold | 40,000 | |||
Dividend receivable | 8,317 | |||
Total Assets | 68,665 | 30,542 | ||
Liabilities | ||||
Notes payable | 0 | 0 | ||
Compensation payable | 0 | 0 | ||
Due to related parties | 0 | 0 | ||
Fees payable | 0 | |||
Payable for Securities purchased | 20,348 | |||
Other liabilities | 336 | 101 | ||
Liabilities of Consolidated Funds | ||||
Total Liabilities | 20,684 | 101 | ||
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 | ||
Equity attributable to non-controlling interests | 47,981 | 30,441 | ||
Total Equity | 47,981 | 30,441 | ||
Total Liabilities and Equity | 68,665 | 30,542 | ||
ZAIS Group Parent, LLC [Member] | ||||
Equity | ||||
Equity attributable to non-controlling interests | 19,948 | 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 | 20,348 | 38,678 | ||
Receivable for securities sold | 40,000 | |||
Dividend receivable | 8,317 | 0 | ||
Liabilities | ||||
Payable for Securities purchased | 20,348 | |||
Other liabilities | 76 | 101 | ||
Equity | ||||
Equity attributable to non-controlling interests | 23,511 | 14,916 | ||
Consolidated Funds [Member] | Intersegment Eliminations [Member] | ||||
Assets | ||||
Cash and cash equivalents | 0 | |||
Investments, at fair value | 0 | 0 | ||
Liabilities | ||||
Payable for Securities purchased | 0 | |||
Other liabilities | (260) | 0 | ||
Equity | ||||
Equity attributable to non-controlling interests | (24,470) | (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 A [Member] | Consolidated Funds, Before Eliminations [Member] | ||||
Equity | ||||
Common stock | 0 | 0 | ||
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 | ||
Common Class B [Member] | Consolidated Funds, Before Eliminations [Member] | ||||
Equity | ||||
Common stock | $ 0 | $ 0 |
Supplemental Financial Inform79
Supplemental Financial Information (Details 1) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | |||
Revenues | ||||||
Management fee income | $ 3,654 | $ 4,175 | [1] | $ 10,794 | $ 12,009 | [1] |
Incentive income | 3,614 | 3,870 | [1] | 3,909 | 5,991 | [1] |
Other revenues | 79 | 81 | [1] | 238 | 218 | [1] |
Total Revenues | 7,347 | 8,126 | [1] | 14,941 | 18,218 | [1] |
Expenses | ||||||
Compensation and benefits | 6,908 | 6,488 | [1] | 23,914 | 20,418 | [1] |
General, administrative and other | 2,963 | 4,370 | [1] | 9,123 | 13,470 | [1] |
Depreciation | 79 | 445 | [1] | 206 | 654 | [1] |
Expenses of Consolidated Funds | 0 | |||||
Total Expenses | 9,966 | 11,303 | [1] | 33,307 | 34,542 | [1] |
Other Income (loss) | ||||||
Net gain (loss) on investments | 46 | (11) | [1] | 83 | 34 | [1] |
Other income (expense) | 53 | 83 | [1] | 745 | 88 | [1] |
Total Other Income (Loss) | 4,214 | 72 | [1] | 8,636 | 122 | [1] |
Income (loss) before income taxes | 1,595 | (3,105) | [1] | (9,730) | (16,202) | [1] |
Income tax (benefit) expense | (21) | (1,528) | [1] | (12) | (4,111) | [1] |
Discontinued Operations | ||||||
Consolidated net income (loss), net of tax | 1,616 | (1,577) | [1] | (9,718) | (12,091) | [1] |
Other Comprehensive Income (Loss), net of tax | ||||||
Foreign currency translation adjustment | (61) | (160) | [1] | (262) | 323 | [1] |
Total Comprehensive Income (Loss) | 1,555 | (1,737) | [1] | (9,980) | (11,768) | [1] |
Intersegment Eliminations [Member] | ||||||
Revenues | ||||||
Management fee income | (218) | 0 | (218) | 0 | ||
Incentive income | 0 | 0 | 0 | 0 | ||
Other revenues | 0 | 0 | 0 | 0 | ||
Total Revenues | (218) | 0 | (218) | 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 | (218) | |||||
Total Expenses | (218) | 0 | (218) | 0 | ||
Other Income (loss) | ||||||
Net gain (loss) on investments | (1,979) | 0 | (3,838) | 0 | ||
Other income (expense) | 0 | 0 | 0 | 0 | ||
Total Other Income (Loss) | (1,979) | 0 | (3,838) | 0 | ||
Income (loss) before income taxes | (1,979) | 0 | (3,838) | 0 | ||
Income tax (benefit) expense | 0 | 0 | 0 | 0 | ||
Discontinued Operations | ||||||
Consolidated net income (loss), net of tax | (1,979) | 0 | (3,838) | 0 | ||
Other Comprehensive Income (Loss), net of tax | ||||||
Foreign currency translation adjustment | 0 | 0 | 0 | 0 | ||
Total Comprehensive Income (Loss) | (1,979) | 0 | (3,838) | 0 | ||
ZAIS [Member] | ||||||
Revenues | ||||||
Management fee income | 3,872 | 4,175 | 11,012 | 12,009 | ||
Incentive income | 3,614 | 3,870 | 3,909 | 5,991 | ||
Other revenues | 79 | 81 | 238 | 218 | ||
Total Revenues | 7,565 | 8,126 | 15,159 | 18,218 | ||
Expenses | ||||||
Compensation and benefits | 6,908 | 6,488 | 23,914 | 20,418 | ||
General, administrative and other | 2,963 | 4,370 | 9,123 | 13,470 | ||
Depreciation | 79 | 445 | 206 | 654 | ||
Expenses of Consolidated Funds | 0 | |||||
Total Expenses | 9,950 | 11,303 | 33,243 | 34,542 | ||
Other Income (loss) | ||||||
Net gain (loss) on investments | 2,025 | (11) | 3,921 | 34 | ||
Other income (expense) | 53 | 83 | 745 | 88 | ||
Total Other Income (Loss) | 2,078 | 72 | 4,666 | 122 | ||
Income (loss) before income taxes | (307) | (3,105) | (13,418) | (16,202) | ||
Income tax (benefit) expense | (21) | (1,528) | (12) | (4,111) | ||
Discontinued Operations | ||||||
Consolidated net income (loss), net of tax | (286) | (1,577) | (13,406) | (12,091) | ||
Other Comprehensive Income (Loss), net of tax | ||||||
Foreign currency translation adjustment | (61) | (160) | (262) | 323 | ||
Total Comprehensive Income (Loss) | (347) | (1,737) | (13,668) | (11,768) | ||
Consolidated Funds, Before 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 | 234 | 282 | ||||
Total Expenses | 234 | 0 | 282 | 0 | ||
Other Income (loss) | ||||||
Net gain (loss) on investments | 4,115 | 0 | 7,808 | 0 | ||
Other income (expense) | 0 | 0 | 0 | 0 | ||
Total Other Income (Loss) | 4,115 | 0 | 7,808 | 0 | ||
Income (loss) before income taxes | 3,881 | 0 | 7,526 | 0 | ||
Income tax (benefit) expense | 0 | 0 | 0 | 0 | ||
Discontinued Operations | ||||||
Consolidated net income (loss), net of tax | 3,881 | 0 | 7,526 | 0 | ||
Other Comprehensive Income (Loss), net of tax | ||||||
Foreign currency translation adjustment | 0 | 0 | 0 | 0 | ||
Total Comprehensive Income (Loss) | 3,881 | 0 | 7,526 | 0 | ||
Consolidated Funds [Member] | ||||||
Expenses | ||||||
Expenses of Consolidated Funds | 16 | 0 | [1] | 64 | 0 | [1] |
Other Income (loss) | ||||||
Net gain (loss) on investments | 4,115 | $ 0 | [1] | 7,808 | $ 0 | [1] |
Consolidated Funds [Member] | Intersegment Eliminations [Member] | ||||||
Expenses | ||||||
Expenses of Consolidated Funds | (218) | |||||
Other Income (loss) | ||||||
Net gain (loss) on investments | $ 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 September 30, 2015 figures above reflect the consolidated results of the Company for the three and nine months ended September 30, 2015, subsequent to the adoption of ASU 2015-02. |
Subsequent Events (Details Text
Subsequent Events (Details Textual) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 9 Months Ended | |||
Nov. 16, 2016 | Oct. 31, 2016 | Oct. 26, 2016 | Sep. 30, 2016 | Sep. 30, 2015 | |
Subsequent Event [Line Items] | |||||
Proceeds from Sales of Business, Affiliate and Productive Assets | $ 0 | $ 73,516 | |||
Asset Management Income [Member] | |||||
Subsequent Event [Line Items] | |||||
Increase (Decrease) in Deferred Revenue | $ 589,000 | ||||
Subsequent Event [Member] | |||||
Subsequent Event [Line Items] | |||||
Proceeds from Sales of Business, Affiliate and Productive Assets | $ 8,000 | ||||
Subsequent Event [Member] | Stock Compensation Plan [Member] | |||||
Subsequent Event [Line Items] | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period | 74,331 | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value, Beginning Balance | $ 2.02 | ||||
Subsequent Event [Member] | Asset Management Income [Member] | |||||
Subsequent Event [Line Items] | |||||
Increase (Decrease) in Deferred Revenue | 589,000 | ||||
Subsequent Event [Member] | Management Fees [Member] | |||||
Subsequent Event [Line Items] | |||||
Increase (Decrease) in Deferred Revenue | $ 2,800 | ||||
ZAIS CLO 5 [Member] | Subsequent Event [Member] | |||||
Subsequent Event [Line Items] | |||||
Debt Instrument, Maturity Date | Oct. 31, 2028 |