Document And Entity Information
Document And Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2016 | Mar. 23, 2017 | Jun. 30, 2016 | |
Document Information [Line Items] | |||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Period End Date | Dec. 31, 2016 | ||
Document Fiscal Year Focus | 2,016 | ||
Document Fiscal Period Focus | FY | ||
Entity Registrant Name | ZAIS Group Holdings, Inc. | ||
Entity Central Index Key | 1,562,214 | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Filer Category | Smaller Reporting Company | ||
Entity Public Float | $ 37,635,507 | ||
Trading Symbol | ZAIS | ||
Common Class A [Member] | |||
Document Information [Line Items] | |||
Entity Common Stock, Shares Outstanding | 14,449,840 | ||
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 | Dec. 31, 2016 | Dec. 31, 2015 |
Assets | ||
Cash and cash equivalents | $ 38,712 | $ 44,351 |
Income and fees receivable | 8,805 | 2,529 |
Investments, at fair value | 0 | 8,169 |
Investments in affiliates, at fair value | 5,273 | 5,242 |
Due from related parties | 734 | 748 |
Property and equipment, net | 274 | 544 |
Prepaid expenses | 906 | 776 |
Other assets | 348 | 310 |
Total Assets | 514,145 | 93,211 |
Liabilities | ||
Notes payable | 1,263 | 1,255 |
Compensation payable | 7,836 | 3,575 |
Due to related parties | 31 | 175 |
Fees payable | 2,439 | 756 |
Other liabilities | 1,127 | 1,546 |
Total Liabilities | 424,180 | 7,408 |
Commitments and Contingencies (Note 13) | ||
Equity | ||
Preferred Stock, $0.0001 par value; 2,000,000 shares authorized; 0 shares issued and outstanding. | 0 | 0 |
Additional paid-in capital | 63,413 | 60,817 |
Retained earnings (Accumulated deficit) | (18,965) | (13,805) |
Accumulated other comprehensive income (loss) | (70) | 158 |
Total stockholders' equity, ZAIS Group Holdings, Inc. | 44,379 | 47,171 |
Total Equity | 89,965 | 85,803 |
Total Liabilities and Equity | 514,145 | 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 | 37,080 | 33 |
Investments, at fair value | 404,365 | 30,509 |
Due from broker | 16,438 | 0 |
Other assets | 1,210 | 0 |
Liabilities | ||
Notes payable of consolidated CLO, at fair value | 384,901 | 0 |
Due to broker | 24,462 | 0 |
Other liabilities | 2,121 | 101 |
Equity | ||
Non-controlling interests | 23,328 | 14,916 |
ZAIS Group Parent, LLC [Member] | ||
Equity | ||
Non-controlling interests | $ 22,258 | $ 23,716 |
Consolidated Statements of Fin3
Consolidated Statements of Financial Condition (Parenthetical) - $ / shares | Dec. 31, 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 | 12 Months Ended | |||
Dec. 31, 2016 | Dec. 31, 2015 | |||
Revenues | ||||
Management fee income | $ 22,015 | $ 15,802 | ||
Incentive income | 9,346 | 7,131 | ||
Other revenue | 316 | 298 | ||
Total Revenues | 31,677 | 23,231 | ||
Expenses | ||||
Compensation and benefits | 31,380 | 26,971 | ||
General, administrative and other | 12,263 | 17,064 | ||
Depreciation and amortization | 267 | 730 | ||
Expenses of Consolidated Funds | 0 | |||
Total Expenses | 43,992 | 44,971 | ||
Other income (loss) | ||||
Net gain (loss) on investments | 273 | 32 | ||
Other income (expense) | 762 | 147 | ||
Impairment loss on goodwill | 0 | (2,655) | ||
Total Other Income (Loss) | 8,526 | (1,967) | ||
Income (loss) before income taxes | (3,789) | (23,707) | ||
Income tax (benefit) expense | (5) | 155 | ||
Consolidated net income (loss), net of tax | (3,784) | (23,862) | ||
Other comprehensive income (loss), net of tax: | ||||
Foreign currency translation adjustment | (343) | 238 | ||
Total Comprehensive Income (Loss) | (4,127) | (23,624) | ||
Allocation of Consolidated Net Income (Loss), net of tax | ||||
Stockholders’ equity, ZAIS Group Holdings, Inc. | (5,160) | (13,805) | ||
Consolidated net income (loss), net of tax | (3,784) | (23,862) | ||
Allocation of Total Comprehensive Income (Loss) | ||||
Stockholders’ equity, ZAIS Group Holdings, Inc. | (5,388) | (13,647) | ||
Total Comprehensive Income (Loss) | $ (4,127) | $ (23,624) | ||
Consolidated Net Income (Loss), net of tax per Class A common share applicable to ZAIS Group Holdings, Inc. - Basic | $ (0.37) | $ (1.26) | ||
Consolidated Net Income (Loss), net of tax per Class A common share applicable to ZAIS Group Holdings, Inc. - Diluted | $ (0.37) | $ (1.37) | ||
Weighted average shares of Class A common stock outstanding: | ||||
Basic | 13,891,245 | 10,982,726 | [1] | |
Diluted | [2] | 20,891,245 | 17,982,726 | [1] |
Consolidated Funds [Member] | ||||
Expenses | ||||
Expenses of Consolidated Funds | $ 82 | $ 206 | ||
Other income (loss) | ||||
Net gain (loss) on investments | 8,333 | 509 | ||
Net gain (loss) on beneficial interest of collateralized financing entity | (842) | 0 | ||
Allocation of Consolidated Net Income (Loss), net of tax | ||||
Non-controlling interests | 3,505 | 149 | ||
Allocation of Total Comprehensive Income (Loss) | ||||
Non-controlling interests | 3,505 | 149 | ||
ZAIS Group Parent, LLC [Member] | ||||
Allocation of Consolidated Net Income (Loss), net of tax | ||||
Non-controlling interests | (2,129) | (10,206) | ||
Allocation of Total Comprehensive Income (Loss) | ||||
Non-controlling interests | $ (2,244) | $ (10,126) | ||
[1] | Pro-rated based on the portion of the period preceding and following the Business Combination | |||
[2] | 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 Statements of Chan
Consolidated Statements of Changes in Equity, Non-controlling Interests and Redeemable Non-controlling Interests - 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] | Redeemable Non-controlling Interests [Member] |
Beginning of the period at Dec. 31, 2014 | $ 28,716 | $ 1 | $ 0 | $ 0 | $ 18,189 | $ 186 | $ 0 | $ 10,340 | $ 452,925 |
Beginning of the period (in shares) at Dec. 31, 2014 | 0 | 0 | |||||||
Distribution-in-kind | (1,145) | $ 0 | $ 0 | 0 | (1,145) | 0 | 0 | 0 | 0 |
Equity-based compensation charges | 63 | 0 | 0 | 0 | 63 | 0 | 0 | 0 | 0 |
Capital transfer | (370) | 0 | 0 | 0 | (370) | 0 | 0 | 0 | |
Equity transferred from HF2 Financial Management, Inc. | 19 | 0 | 0 | 19 | 0 | 0 | 0 | 0 | 0 |
Recapitalization as a result of Business Combination | 73,516 | $ 0 | $ 0 | 73,516 | 0 | 0 | 0 | 0 | 0 |
Recapitalization as a result of Business Combination (in shares) | 13,870,917 | 20,000,000 | |||||||
Distributions to non-controlling interest in ZAIS Group Parent, LLC | 0 | $ 0 | $ 0 | (13,416) | (16,737) | (186) | 30,339 | 0 | 0 |
Capital contributions | 14,767 | 0 | 0 | 0 | 0 | 0 | 0 | 14,767 | |
Capital distributions | (661) | 0 | 0 | 0 | 0 | 0 | (661) | 0 | 0 |
Stock-based compensation charges | 4,862 | 0 | 0 | 3,119 | 0 | 0 | 1,743 | 0 | 0 |
Consolidated Net Income (loss) | (23,862) | 0 | 0 | 0 | (13,805) | 0 | (10,206) | 149 | 0 |
Rebalancing of ownership between the Company and non-controlling interest in ZAIS Group Parent, LLC | 0 | 0 | 0 | (2,421) | 0 | 0 | 2,421 | 0 | 0 |
Other Comprehensive income (loss) | 238 | 0 | 0 | 0 | 0 | 158 | 80 | 0 | 0 |
End of the period at Dec. 31, 2015 | 85,803 | $ 1 | $ 0 | 60,817 | (13,805) | 158 | 23,716 | 14,916 | 0 |
End of the period (in shares) at Dec. 31, 2015 | 13,870,917 | 20,000,000 | |||||||
Cumulative effect of adoption of ASU 2015-02 (See Note 3) | (10,340) | $ 0 | $ 0 | 0 | 0 | 0 | 0 | (10,340) | (452,925) |
Vesting of RSUs (in shares) | 30,000 | ||||||||
Capital contributions | 4,907 | $ 0 | 0 | 0 | 0 | 0 | 0 | 4,907 | 0 |
Capital distributions | (477) | 0 | 0 | 0 | 0 | 0 | (477) | 0 | 0 |
Modification of equity awards to liability awards | (230) | 0 | 0 | (153) | 0 | 0 | (77) | 0 | 0 |
Stock-based compensation charges | 4,089 | 0 | 0 | 2,719 | 0 | 0 | 1,370 | 0 | 0 |
Consolidated Net Income (loss) | (3,784) | 0 | 0 | 0 | (5,160) | 0 | (2,129) | 3,505 | 0 |
Rebalancing of ownership between the Company and non-controlling interest in ZAIS Group Parent, LLC | 0 | 0 | 0 | 30 | 0 | 0 | (30) | 0 | 0 |
Other Comprehensive income (loss) | (343) | 0 | 0 | 0 | 0 | (228) | (115) | 0 | $ 0 |
End of the period at Dec. 31, 2016 | $ 89,965 | $ 1 | $ 0 | $ 63,413 | $ (18,965) | $ (70) | $ 22,258 | $ 23,328 | |
End of the period (in shares) at Dec. 31, 2016 | 13,900,917 | 20,000,000 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Cash Flows from Operating Activities | ||
Consolidated net income (loss) | $ (3,784) | $ (23,862) |
Adjustments to reconcile consolidated net income (loss) to net cash provided by (used in) operating activities: | ||
Depreciation and amortization | 267 | 730 |
Net (gain) loss on investments | (273) | (32) |
Non-cash stock-based compensation | 3,859 | 4,925 |
Non-cash impairment loss on goodwill | 0 | 2,655 |
Interest expense on notes payable | 9 | 5 |
Operating cash flows due to changes in: | ||
Income and fees receivable | (6,276) | 8,694 |
Due from related parties | 14 | 220 |
Prepaid expenses | (130) | 812 |
Other assets | (49) | 347 |
Compensation payable | 4,261 | (2,519) |
Due to related parties | (145) | 144 |
Fees payable | 1,683 | (558) |
Other liabilities | (419) | (219) |
Consolidated Funds related items: | ||
Net Cash Used in Operating Activities | (18,148) | (39,084) |
Cash Flows from Investing Activities | ||
Purchases of property and equipment, net | (17) | (190) |
Purchases of investments in affiliates | 0 | (5,000) |
Proceeds from sale of investments in affiliates | 256 | 17 |
Purchases of investments, at fair value | (11) | (21,177) |
Proceeds from sale of investments, at fair value | 8,174 | 13,002 |
Net Cash Provided by (Used in) Investing Activities | 8,402 | (13,348) |
Cash Flows from Financing Activities | ||
Net proceeds from Business Combination | 0 | 73,516 |
Ending cash at HF2 Financial Management, Inc. | 0 | 2 |
Proceeds from issuance of notes payable | 0 | 1,250 |
Contributions from non-controlling interests in Consolidated Funds | 4,907 | 14,767 |
Distributions to non-controlling interests in ZGP | (477) | (661) |
Net Cash Provided by Financing Activities | 4,430 | 88,874 |
Net (decrease) increase in cash and cash equivalents denominated in foreign currency | (323) | 245 |
Net (decrease) increase in cash and cash equivalents | (5,639) | 36,687 |
Cash and cash equivalents, beginning of year | 44,351 | 7,664 |
Cash and cash equivalents, end of year | 38,712 | 44,351 |
Supplemental Disclosure of Cash Flow Information | ||
Interest paid | 0 | 0 |
Income tax (benefit) expense | 0 | 0 |
Assets: | ||
Investments, at fair value | 0 | 8,169 |
Total Assets | 514,145 | 93,211 |
Liabilities: | ||
Total Liabilities | 424,180 | 7,408 |
Consolidated Funds [Member] | ||
Adjustments to reconcile consolidated net income (loss) to net cash provided by (used in) operating activities: | ||
Net (gain) loss on investments | (8,333) | (509) |
Consolidated Funds related items: | ||
Purchases of investments and investments in affiliated securities | (163,943) | (30,000) |
Proceeds from sale of investments and investments in affiliated securities | 137,144 | 0 |
Amortization of premium and discount | (429) | 0 |
Net realized (gains) loss on investments | (787) | 0 |
Net change in unrealized (gain) loss on investments | (3,949) | (509) |
Net change in unrealized (gain) loss on notes payable of consolidated CLO | 9,154 | 0 |
Net gain (loss) on beneficial interest of collateralized financing entity | 842 | 0 |
Change in cash and cash equivalents | (37,047) | (33) |
Increase in cash due to initial consolidation | 129,367 | 0 |
Change in other assets | (1,253) | 0 |
Change in due from broker | (16,438) | 0 |
Change in due to broker | (70,207) | 0 |
Change in other liabilities | 2,064 | 101 |
Cash Flows from Financing Activities | ||
Cash and cash equivalents, beginning of year | 33 | |
Cash and cash equivalents, end of year | 37,080 | 33 |
Supplemental Disclosure of Investing and Financing Activities | ||
Total Assets of Consolidated Funds | 0 | 1,291,989 |
Total Liabilities of Consolidated Funds | 0 | 828,724 |
Prepaid Expenses | 0 | 47 |
Other Liabilities | 0 | 30 |
Assets: | ||
Investments, at fair value | 404,365 | 30,509 |
Liabilities: | ||
Notes payable of consolidated CLO, at fair value | 384,901 | 0 |
Due to broker | 24,462 | 0 |
Initial Consolidation of Consolidated Fund [Member] | ||
Cash Flows from Financing Activities | ||
Cash and cash equivalents, beginning of year | 0 | |
Cash and cash equivalents, end of year | 129,367 | 0 |
Assets: | ||
Investments, at fair value | 361,399 | 0 |
Total Assets | 490,766 | 0 |
Liabilities: | ||
Notes payable of consolidated CLO, at fair value | 375,747 | 0 |
Due to broker | 94,669 | 0 |
Total Liabilities | $ 470,416 | $ 0 |
Organization
Organization | 12 Months Ended |
Dec. 31, 2016 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization, Consolidation and Presentation of Financial Statements Disclosure [Text Block] | ZAIS Group Holdings, Inc. (“ZAIS” and collectively with its subsidiaries, the “Company”) 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. ZAIS Group also maintains 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 (collateralized debt obligation vehicles and collateralized loan obligation vehicles, together referred to as “CLOs”) 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, was 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”) with Sutherland Assets Management Corp. 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 advisory agreement under which ZAIS REIT Management received management fees from ZFC REIT was terminated upon closing of the merger on October 31, 2016. Pursuant to the Termination Agreement, ZAIS REIT Management received a termination payment of $ 8.0 The ZAIS Managed Entities predominantly invest in a variety of specialized credit instruments including corporate credit instruments such as collateralized debt or loan obligations, securities backed by residential mortgage loans, bank loans and various securities and instruments backed by these asset classes. Approximately As of December 31, (in billions) 2016 $ 3.444 2015 $ 4.157 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 and other income are (i) management fee income, which is based predominantly on the net asset values of the ZAIS Managed Entities and (ii) incentive income, which is based on the investment performance of the ZAIS Managed Entities. All of the management fee income and incentive income earned by ZAIS Group from the consolidated ZAIS Managed Entities (the “Consolidated Funds”) is eliminated in consolidation. Additionally, a significant source of the Company’s income is derived from gains of Consolidated Funds’ investments. These gains are primarily related to the Consolidated Funds’ investments in collateralized financing entities investing in bank loans. 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 was closed in December 2015. The deregistration process is in the final stages and is expected to be completed in the second quarter of 2017. The Shanghai operations were not material to the Company’s operations. 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. 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 |
Business Combination
Business Combination | 12 Months Ended |
Dec. 31, 2016 | |
Business Combinations [Abstract] | |
Business Combination Disclosure [Text Block] | 2. Business Combination Basis of Presentation and Accounting Treatment of the Business Combination Upon the Closing, ZAIS acquired approximately 66.5 20,000,000 The Business Combination was structured as an “Up-C” transaction. Generally, in an Up-C transaction involving an operating business, a publicly traded entity taxable as a corporation for U.S. federal income tax purposes acquires an interest in a partnership or limited liability company (taxable as a partnership for U.S. federal income tax purposes) that is conducting an operating business. The historic owners of the operating business continue to own an interest in the operating business through a continuing interest in the partnership or limited liability company and may have the ability to exchange their partnership or limited liability company interests for stock in the publicly traded entity under specified circumstances in accordance with the terms of an exchange agreement. Pursuant to the Business Combination, HF2, a publicly traded corporation taxable as a corporation for U.S. federal income tax purposes, became a holding company the assets of which consist primarily of its majority membership interest in ZGP, a partnership for U.S. federal income tax purposes. ZGP, in turn, is the sole member of ZAIS Group, an operating business. The accounting for the reorganization and recapitalization follows the rules for a reverse acquisition as enumerated in the Accounting Standards Codification (“ASC”), Section 805. In a reverse acquisition, the acquirer for accounting purposes is the target for legal purposes (in this case, ZGP) and the target for accounting purposes is the acquirer for legal purposes (in this case, HF2). The accounting acquirer in a reverse acquisition measures the consideration transferred using the hypothetical amount of equity interests it would have had to issue to keep the accounting target’s owners in the same ownership position they are in after the reverse acquisition. The accounting acquirer adjusts the amount of legal capital in the consolidated financial statements to reflect the legal capital of the accounting target and measures the non-controlling interest using the pre-combination carrying amounts of the accounting acquirer’s net assets and the non-controlling interests’ proportionate share in those pre-combination carrying amounts. No goodwill or other intangible assets were recorded as a result of the Business Combination. For accounting purposes, ZGP is considered the acquirer and has accounted for the Business Combination as a reorganization and recapitalization. ZGP was determined to be the acquirer based on the following facts and circumstances: • ZGP retained effective control. There is no change in control since ZGP’s operations comprise the ongoing operations of the combined entity; • ZGP is the sole member of ZAIS Group and ZAIS Group’s senior management became the senior management of the combined entity. The officers of the combined company consist entirely of ZAIS Group executives, including the Chief Executive Officer, Chief Investment Officer, Acting Chief Financial Officer and General Counsel; • The ZGP Founder Members own a majority voting interest in the combined entity through the Class B Common Stock that is held in the ZGH Class B Voting Trust. Mr. Christian Zugel, a ZGP Founder Member, the former managing member of ZGP and the founder and Chief Investment Officer of ZAIS Group, is the sole initial trustee. Mr. Zugel has voting and investment power over the shares of the Class B Common Stock held in the ZGH Class B Voting Trust and therefore is able to elect all of the combined entity’s board of directors. Accordingly, the Business Combination does not constitute the acquisition of a business for purposes of ASC 805. As a result, the assets and liabilities of ZGP and ZAIS are carried at historical cost and ZAIS has not recorded any step-up in basis or any intangible assets or goodwill as a result of the Business Combination. All direct costs attributable to the Business Combination were recorded as reductions to additional paid-in-capital. Since the Business Combination is accounted for as a recapitalization of ZGP, the financial statements presented herein for periods prior to the Business Combination are those of ZGP. Cash in HF2’s Trust $ 184,760,079 Payment for HF2 redemptions (102,282,526) Payment for HF2’s expenses (4,311,157) Net Cash Received by ZGP from Business Combination 78,166,396 Less: Ramsey incentive fee and fees to underwriters (4,650,000) Net proceeds from Business Combination $ 73,516,396 In connection with the Business Combination, HF2 redeemed 9,741,193 102,282,526 Number of Shares of Class A Common Stock of ZAIS HF2 public shares outstanding prior to the Business Combination 23,592,150 Less: redemption of HF2 public shares (9,741,193) Total HF2 shares outstanding immediately prior to the effective date of the Business Combination 13,850,957 Common shares issued as consideration to transaction underwriter 150,000 Shares cancelled from HF2 founders’ allocation (130,040) Total shares of Class A common stock of ZAIS outstanding at closing, March 17, 2015 13,870,917 Number of Class A Units of ZGP Class A Units of ZGP acquired by ZAIS 13,870,917 Class A Units of ZGP retained by ZGP Founder Members 7,000,000 Total Class A Units of ZGP outstanding at closing, March 17, 2015 20,870,917 During the first five years following the Closing, ZGP will release up to an additional 2,800,000 12.50 21.50 Subsequent to the Closing, ZGP paid Neil Ramsey, an affiliate of NAR Special Global, LLC and of dQuant Special Opportunities Fund, L.P. (“dQuant Special Opportunities Fund”) (together, the “Ramsey Investors”), each of which are significant stockholders of ZAIS, an incentive fee of $ 3.4 65 |
Basis of Presentation and Summa
Basis of Presentation and Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2016 | |
Accounting Policies [Abstract] | |
Basis of Presentation and Significant Accounting Policies [Text Block] | 3. Basis of Presentation and Summary of Significant Accounting Policies The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”) as contained within the Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification. 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. The non-controlling interests within the Consolidated Statements of Financial Condition may be comprised of: (i) redeemable non-controlling interests reported outside of the permanent capital section when investors have the right to redeem their interests from a Consolidated Fund or ZAIS Group; (ii) equity attributable to non-controlling interests in Consolidated Funds (excluding CLOs) reported inside the permanent capital section when the investors do not have the right to redeem their interests and (iii) equity attributable to non-controlling interests in ZGP, if applicable. The Company records redeemable non-controlling interests and non-controlling interests in the Consolidated Funds (excluding CLOs) to reflect the economic interests in those funds held by investors other than interests attributable to ZAIS Group. Income allocated to non-controlling interests in ZGP includes a portion of the management fee income received from ZFC REIT that was payable to holders of Class B interests in ZAIS REIT Management. The consolidated financial statements included herein are the financial statements of ZAIS, its subsidiaries and certain ZAIS Managed Entities 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 is primarily comprised of Class A Units of ZGP held by the ZGP Founder Members. The Company’s consolidated financial statements also include variable interest entities for which ZAIS Group is considered the primary beneficiary, and certain entities that are not considered variable interest entities in which ZAIS Group has a controlling financial interest. The consolidated financial statements reflect the assets, liabilities, investment income, expenses and cash flows of the Consolidated Funds on a gross basis. Except for CLOs, the majority of the economic interests in the Consolidated Funds, which are held by third-party investors, are reflected as non-controlling interests in the consolidated financial statements. For CLOs, the majority of the economic interests in these vehicles, which are held by outside parties, are reported as notes payable of consolidated CLOs in the consolidated financial statements. The notes payable issued by the CLOs are backed by diversified collateral asset portfolios consisting primarily of loans or structured debt. In exchange for managing the collateral for the CLOs, ZAIS Group may earn investment management fees, including, in some cases, subordinated management fees and contingent incentive fees. All of the management fee income, incentive income and net gain (loss) on investments earned by ZAIS Group from the Consolidated Funds are eliminated in consolidation. However, because the eliminated amounts are earned from and funded by the non-controlling interests, income allocated to the non-controlling interests has been reduced, and the income allocated to ZGP has been increased by the amounts eliminated, of which ZAIS is allocated its pro-rata share as a member of ZGP. ZAIS Group does not recognize any incentive income based on the investment performance of ZAIS Managed Entities until the incentive income is (i) contractually receivable, (ii) fixed or determinable (also referred to as “crystallized”) and (iii) all related contingencies have been removed and collection is reasonably assured, (see policy disclosed under Management Fee Income, Incentive Income, and Other Income). Similarly, for any Consolidated Funds, the corresponding potential incentive expense based on the investment performance of the Consolidated Funds has not yet been deducted from the investor capital balances until the above criteria have been met. Therefore, the corresponding potential incentive income based on the investment performance of the Consolidated Funds that has not yet been recognized by ZAIS Group is included in Non-controlling interests in the consolidated financial statements. The Company’s consolidated net income (loss) includes the change in net assets relating to its beneficial interests in collateralized financing entities, including (1) changes in the fair value of the beneficial interests retained by the Company and (2) beneficial interests that represent compensation for services, if any. The Consolidated Funds, except for consolidated CLOs, are deemed to be investment companies under U.S. GAAP, and therefore, the Company has retained the specialized investment company accounting of these consolidated entities in its consolidated financial statements. Effective January 1, 2015 pursuant to ASC Topic 810, as amended by Accounting Standards Update (“ASU”) 2015-02 (ASU 2015-02”), all entities which were previously required to be consolidated but not required to be consolidated under ASU 2015-02 have been deconsolidated. As of December 31, 2015, the consolidated financial statements include one ZAIS Managed Entity, ZAIS Zephyr A-6, LP (“Zephyr A-6”) which was launched in the fourth quarter of 2015. For all periods prior to January 1, 2015, these entities include ZAIS Opportunity Master Fund, Ltd., ZAIS Opportunity Domestic Feeder Fund, LP, ZAIS Opportunity Fund, Ltd., ZAIS Atlas Fund, LP, ZAIS Value-Added Real Estate Fund I, LP and certain CLOs. After the adoption of ASC Topic 810, as amended by ASU 2015-02, there were no CLOs required to be consolidated in the Company’s financial statements for the year ended December 31, 2015 and prior to the adoption of ASC Topic 810, as amended by ASU 2015-02, there were ten CLOs consolidated in the Company’s financial statements for the year ended December 31, 2014. The cumulative effect of the adoption of ASU 2015-02 was a $ 452,925 10,340 As of and for the year ended December 31, 2016 the Company consolidated Zephyr A-6 and ZAIS CLO 5 Limited (“ZAIS CLO 5”). Prior to the adoption of ASU 2015-02, for entities in which the Company has a variable interest, the Company determines whether, if by design, (i) the entity has equity investors who lack, as a group, the characteristics of a controlling financial interest, (ii) the entity does not have sufficient equity at risk to finance its expected activities without additional subordinated financial support from other parties, (iii) the entity is structured with non-substantive voting rights or (iv) the equity holders do not have the obligation to bear potential losses or the right to receive potential gains. If an entity has at least one of these characteristics, it is considered a VIE, and is consolidated by its primary beneficiary. For entities managed by ZAIS Group that qualify for the deferral under ASU 2010-10, Amendments to Statement 167 for Certain Investment Funds Subsequent to the adoption of ASU 2015-02, for entities in which the Company has a variable interest, the Company determines whether, (i) the entity does not have enough equity to finance its activities without additional subordinated financial support, (ii) the at-risk equity holders, as a group lack (a) the power, through voting or similar rights, to direct the activities that most significantly impact the entity’s economic performance, (b) the obligation to absorb an entity’s expected losses, or (c) the right to receive an entity’s expected residual returns, or (iii) the entity is structured with non-substantive voting rights. If an entity has at least one of these characteristics, it is considered a VIE, and is consolidated by its primary beneficiary. VOE Model For entities where ZAIS Group has a variable interest, but are determined not to be a VIE, the Company makes a consolidation determination based on the entity’s legal structure. For corporate structures, including companies domiciled in the Cayman Islands, the Company consolidates those entities in which ZAIS Group has a voting interest of greater than 50 50 The determination of whether an entity is a VIE or a VOE is based on the facts and circumstances for each individual entity. The Company considers highly liquid, short-term interest-bearing instruments of sufficient credit quality with original maturities of three months or less, and other instruments readily convertible into cash, to be cash equivalents. Financial instruments which potentially subject the Company to concentrations of credit risk consist primarily of cash and cash equivalents. The Company’s deposits with financial institutions may exceed federally insurable limits of $ 250,000 Cash equivalents generally consist of excess cash that is swept daily into a money market fund, or into weekly or monthly term deposit accounts to earn short-term interest, or maintained as a short-term deposit. Additionally, the Company may from time-to-time invest in United States government obligations to manage excess liquidity. These investments are carried at fair value, as the Company has elected the Fair Value Option (as defined below) in order to include any gains or losses within consolidated net income (loss). These investments are also recorded as cash equivalents in the Consolidated Statements of Financial Condition. At December 31, 2016 and December 31, 2015, the Company had approximately $ 29.0 16.6 8.0 million 26.0 million, U.S. GAAP permits entities to choose to measure certain eligible financial assets, financial liabilities and firm commitments at fair value (the “Fair Value Option”), on an instrument-by-instrument basis. The election to use the Fair Value Option is available when an entity first recognizes a financial asset or financial liability or upon entering into a firm commitment. The Fair Value Option is irrevocable and requires changes in fair value to be recognized in earnings. For ZAIS Group’s direct investments in the ZAIS Managed Entities that are not consolidated, and would otherwise be accounted for under the equity method, the Fair Value Option has been elected. In estimating the fair value for financial instruments for which the Fair Value Option has been elected, the Company uses the valuation methodologies as discussed in Note 5 “Fair Value Measurements”. ZAIS Group’s primary sources of revenue are (i) management fee income, (ii) incentive income and (iii) income of Consolidated Funds. The management fee and incentive fee revenues are derived from ZAIS Group’s advisory agreements with the ZAIS Managed Entities. Certain investments held by employees, executives and other related parties in the ZAIS Managed Entities are not subject to management fees or incentive fees/allocations and therefore do not generate revenue for ZAIS Group. All of the management fee income and incentive income earned by ZAIS Group from the Consolidated Funds are eliminated in consolidation. Income of Consolidated Funds is based on the income generated from the portfolios of the Consolidated Funds, a majority of which is allocated to redeemable non-controlling interests and non-controlling interests in Consolidated Funds, as applicable. Management Fee Income, Incentive Income and Other Revenue ZAIS Group earns management fee income and incentive income for investment advisory services provided to the ZAIS Managed Entities. Management fees are accrued as earned, and are calculated and collected on a monthly or quarterly basis, depending on the applicable agreement. Revenue is accrued as earned for data, funding and analytical services provided to outside parties and affiliated funds. In the event management fee income is received before it is earned, deferred revenue is recorded and is included in Other liabilities in the Consolidated Statements of Financial Condition . In addition to the management fee income mentioned above, subordinated management fee income may be earned from the CLOs. The subordinated management fee income has a lower priority than the base management fees in the CLO’s cash flows. The subordinated management fee income is contingent upon the economic performance of the respective CLO’s investments. If the CLOs experience a certain level of investment defaults, these fees may not be paid. Subordinated management fee income is recognized when collection is reasonably assured. Incentive income is recognized when it is (i) contractually receivable, (ii) fixed or determinable (also referred to as “crystallized”) and (iii) all related contingencies have been removed and collection is reasonably assured, which generally occurs in the quarter of, or the quarter immediately prior to, payment of the incentive income to ZAIS Group by the ZAIS Managed Entities. The criteria for revenue recognition related to incentive income is typically met only after all contributed capital and the preferred return, if any, on that capital have been distributed to the ZAIS Managed Entities’ investors for vehicles with private equity style fee arrangements, and is typically met only after any profits exceed a high-water mark for vehicles with hedge fund style fee arrangements. Income and fees receivable primarily includes management fees and incentive fees due from ZAIS Managed Entities, excluding the Consolidated Funds. The Company evaluates the collectability of the amounts receivable to determine whether any allowance for doubtful accounts is necessary. Fees payable represents management fees and incentive fees due to an investor in one of the ZAIS Managed Entities as a credit for fees charged to that investor on their investment balance in another ZAIS Managed Entity. The credit is recorded as a direct reduction to Management fee income and Incentive income in the Consolidated Statements of Comprehensive Income (Loss). General, administrative and other expenses include professional fees, insurance costs, information technology, rent expense and other operating expenses. Amounts are recorded on an accrual basis as incurred. Compensation and benefits expense is comprised of salaries, payroll taxes, employer contributions to welfare plans, discretionary and guaranteed cash bonuses, stock compensation and other contractual compensation programs payable to ZAIS Group employees. Compensation and benefits expense is generally recognized over the related service period. On an annual basis, compensation and benefits comprise a significant portion of total expenses, with discretionary cash bonuses, guaranteed cash bonuses, stock compensation and other contractual compensation programs generally comprising a significant portion of total compensation and benefits. Compensation and benefits expense relating to the issuance of cash-based and equity-based awards to certain employees is measured at fair value on the grant date. Equity-based compensation awards to employees that are settled in shares are classified as equity instruments. The fair value of an equity settled award is determined on the date of grant and is not subject to remeasurement. Cash settled awards are classified as liabilities and are remeasured to fair value at each balance sheet date as long as the award is outstanding. Changes in fair value are reflected as compensation expense. Compensation expense for awards that vest over a future service period is recognized over the relevant service period on a straight-line basis, adjusted for estimated forfeitures of awards not expected to vest. The compensation expense for awards that do not require future service is recognized immediately. Upon the end of the service period, compensation expense is adjusted to account for actual forfeiture rates. Compensation and benefits expense also includes compensation directly related to incentive income in the form of percentage interests (also referred to as “Points”) awarded to certain employees associated with the operation and management of certain ZAIS Managed Entities in the form of compensation agreements (“Points Agreements”). Under the Points Agreements, ZAIS Group has an obligation to pay certain employees and former employees a fixed percentage of the incentive income earned from the referenced entities. Amounts payable pursuant to these arrangements are recorded as compensation expense when they become probable and reasonably estimable. The determination of when the Points become probable and reasonably estimable is based on the assessment of numerous factors, particularly those related to the profitability, realizations, distribution status, investment profile and commitments or contingencies of certain ZAIS Managed Entities for which Points Agreements have been awarded. Points are expensed no later than the period in which the underlying income is recognized. Payment of the Points generally occurs not later than when the related income is received. Most recipients’ rights to receive payments related to their Points Agreement are subject to forfeiture risks. There are currently outstanding Points Agreements relating to one ZAIS Managed Entity and ZAIS Group does not anticipate awarding additional Points Agreements. Pursuant to ZAIS’s 2015 Stock Incentive Plan, non-employee directors and employees of ZAIS are eligible to receive RSUs as a component of compensation for their service as directors or employees of ZAIS. The awards are unvested at the time they are granted and, as such, are not entitled to any dividends or other material rights until such RSUs vest. The RSUs generally vest pursuant to agreements between recipient and the Company "Compensation - Stock Compensation” Certain conditions may exist as of the date the financial statements are issued, which may result in a loss to the Company but which will only be resolved when one or more future events occur or fail to occur. The Company’s management and its legal counsel assess such contingent liabilities, and such assessment inherently involves an exercise of judgment. In assessing loss contingencies related to legal proceedings that are pending against the Company or unasserted claims that may result in such proceedings, the Company’s legal counsel evaluates the perceived merits of any legal proceedings or unasserted claims as well as the perceived merits of the amount of relief available, sought or expected to be sought therein. If the assessment of a contingency indicates that it is probable that a material loss has been incurred and the amount of the liability can be reasonably estimated, then the estimated liability would be accrued in the Company’s financial statements. If the assessment indicates that a potentially material loss contingency is not probable, but is reasonably possible, or is probable but cannot be estimated, then the nature of the contingent liability, together with an estimate of the range of possible loss if determinable, would be disclosed. Legal costs are recorded on an accrual basis as incurred. Property and Equipment Property and equipment consist of furniture and fixtures, office equipment, leasehold improvements and software, and are stated at cost, less accumulated depreciation and amortization. Depreciation and amortization on furniture and fixtures, office equipment and software is calculated using either the double declining balance method or straight-line method over an estimated useful life of three to five years. Amortization of leasehold improvements is calculated using the straight-line method over the lesser of the lease terms or the life of the asset. Depreciation and amortization expense is included in Depreciation and amortization in the Consolidated Statements of Comprehensive Income (Loss). Property and equipment are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. The costs associated with maintenance and repairs are recorded as other operating expenses when incurred. Goodwill, if any, is carried at cost in the Consolidated Statements of Financial Condition. Goodwill is not amortized but is tested for impairment on an annual basis, or more frequently if events or changes in circumstances indicate that a potential impairment may have occurred. The testing of goodwill for impairment is initially based on a qualitative assessment to determine if it is more likely than not that the fair value of the goodwill is less than the carrying value. If facts indicate that it is more likely than not that an impairment may exist, a two-step quantitative assessment is conducted to (a) calculate the fair value of the goodwill and compare it to the carrying value, and (b) if the carrying value exceeds its fair value, the difference is recognized as an expense in the period in which the impairment occurs. Goodwill of approximately $ 2.7 Assets and liabilities of foreign subsidiaries that have non-U.S. dollar functional currencies are translated at exchange rates prevailing at the end of each reporting period. Results of foreign operations are translated at the weighted-average exchange rate for each reporting period. Translation adjustments are included as a component of accumulated other comprehensive income (loss) until realized. Gains or losses resulting from foreign currency transactions are included in General, administrative and other in the Consolidated Statements of Comprehensive Income (Loss). Foreign currency translation gains and losses primarily relate to the Company’s U.K. operations. Prior to the reorganization and recapitalization due to the Business Combination, 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 provision for income taxes has been recorded in historical periods other than that related to ZGP’s foreign subsidiaries, which paid income taxes in their respective foreign jurisdictions. Following the reorganization, although 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 accounts for income taxes using the asset and liability method as prescribed in ASC 740 Accounting for Income Taxes The Company provides for uncertain tax positions based upon management’s assessment of whether a tax benefit is more likely than not to be sustained upon examination by tax authorities. Management is required to determine whether a tax position is more likely than not to be sustained upon examination by tax authorities, including resolution of any related appeals or litigation processes, based on the technical merits of the position. Because significant assumptions are used in determining whether a tax benefit is more likely than not to be sustained upon examination by tax authorities, actual results may differ from the Company's estimates under different assumptions or conditions. The Company analyzes its tax filing positions in all of the U.S. federal, state, local and foreign tax jurisdictions where it is required to file income tax returns, as well as for all open tax years in these jurisdictions. If, based on this analysis, the Company determines that uncertainties in tax positions exist, a liability is established. The Company recognizes accrued interest and penalties related to uncertain tax positions in Income tax (benefit) expense within the Consolidated Statements of Comprehensive Income (Loss). 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 January 2016, the FASB issued ASU No. 2016-01, Financial InstrumentsOverall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842) 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” Prior to the adoption of ASU 2015-02 certain ZAIS Managed Entities, in which ZAIS Group has only a minority ownership interest or no ownership interest, were consolidated in the Company’s consolidated financial statements. The majority ownership interests in the Consolidated Funds are held by the investors in the Consolidated Funds, and these interests are included in Non-controlling interests in the Consolidated Statements of Financial Condition. The management fees and incentive income from the Consolidated Funds are eliminated in consolidation, and the income allocated to ZAIS and non-controlling interests in ZGP has been increased by the amounts eliminated. Subsequent to the adoption of ASU 2015-02, the Company no longer consolidates these ZAIS Managed Entities if it has only a minority ownership interest or no ownership interest. The Consolidated Funds, except for consolidated CLOs, , are considered investment companies for U.S. GAAP purposes. Pursuant to specialized accounting guidance for investment companies, and the retention of that guidance in the Company’s consolidated financial statements, the investments held by the Consolidated Funds are reported at their fair values. The Company has elected the Fair Value Option for the Consolidated Fund’s investments. Investments and investments in affiliated securities are held at fair value. See Note 5 - “Fair Value of Investments” for information regarding the valuation of these assets. Due from broker represents the Consolidated Funds’ receivable from a broker for unsettled sales as of the balance sheet date. Due to Broker Due to broker represents the Consolidated Funds’ payable to a broker for unsettled purchases as of the balance sheet date. The Company measures both the financial assets and financial liabilities of the collateralized financing entities which it consolidates in its financial statements using the more observable of the fair value of the financial assets or the fair value of the financial liabilities. The notes payable of Consolidated CLOs are measured using the fair value of the financial assets which the Company considers the more observable of the fair values. The Consolidated Funds are generally not subject to U.S. federal and state income taxes and, consequently, no income tax provision has been made in the accompanying consolidated financial statements because individual investors are responsible for taxes on their proportionate share of the taxable income. |
Investments in Affiliates
Investments in Affiliates | 12 Months Ended |
Dec. 31, 2016 | |
Investments in and Advances to Affiliates, Schedule of Investments [Abstract] | |
Investments in and Advances to Affiliates, Schedule of Investments [Text Block] | 4. 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 December 31, 2016 2015 (Dollars in thousands) $ 5,273 $ 5,242 Year Ended December 31, 2016 2015 $ 44 $ (5) Such amounts are included in Net gain (loss) on investments in the Consolidated Statements of Comprehensive Income (Loss). At December 31, 2016 and December 31, 2015, no equity investment, individually or in the aggregate, held by the Company exceeded 10% of its total consolidated assets the Company did not have any income related to these investments, individually or in the aggregate, which exceeded 10% of its total consolidated income |
Fair Value Measurements
Fair Value Measurements | 12 Months Ended |
Dec. 31, 2016 | |
Fair Value Disclosures [Abstract] | |
Fair Value Disclosures [Text Block] | 5. Fair Value Measurements 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 at measurement date. 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 Acting 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). The Company uses a nationally recognized pricing service to provide pricing the bank held by the Consolidated Funds Collateralized Loan Obligation Warehouses A Collateralized Loan Obligation Warehouse ("CLO - Warehouse") is an entity organized for the purpose of holding syndicated bank loans, also known as leveraged loans, prior to the issuance of securities from that same 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 issues various tranches of securities to the market. At this time, financing through the issuance of debt and equity securities are used to repay the 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. 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 entities 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 December 31, 2016 and December 31, 2015, the Company held investments in four unconsolidated ZAIS Managed Entities. The valuation of the investments in these entities represents the amount the Company would receive at December 31, 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. At December 31, 2016 ( Dollars in thousands ) Level 1 Level 2 Level 3 Total Assets, at fair value: Investments in affiliates, at fair value $ $ $ $ 5,273 Assets of Consolidated Funds Investments, at fair value: Bank loans 389,329 389,329 ZAIS CLO 6, Limited - Warehouse 15,036 15,036 Total investments, at fair value 404,365 404,365 Total assets, at fair value $ $ $ 404,365 $ 409,638 Liabilities, at fair value: Liabilities of Consolidated Funds Notes payable of Consolidated CLO, at fair value 384,901 384,901 Total liabilities, at fair value $ $ $ 384,901 $ 384,901 At December 31, 2015 ( Dollars in thousands ) Level 1 Level 2 Level 3 Total Assets, at fair value: Investments in affiliates, at fair value $ $ $ $ 5,242 Investments, at fair value: Short term high investment grade mutual funds 8,169 8,169 Assets of Consolidated Funds ZAIS CLO 5, Limited - 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 Year Ended December 31, 2016 (Dollars in thousands) Change in Unrealized Gains/Losses Total Relating to Realized Assets and and Ending Liabilities Beginning Change in Balance Still Held at Balance Sales/ Unrealized Amortization Transfers December December January 1, Initial Purchases/ Redemptions/ Gains of Discounts/ to (from) 31, 31, 2016 Consolidation Issuances Settlements (Losses) Premiums Level 3 2016 2016 Assets: ZAIS CLO 5, Limited- Warehouse $ 30,509 $ $ 10,000 $ (40,000) $ (509) $ $ $ $ Bank loans 361,399 118,594 (97,144) 6,256 224 389,329 5,345 ZAIS CLO 6, Limited - Warehouse 15,000 36 15,036 36 Total investments, at fair value $ 30,509 $ 361,399 $ 143,594 $ (137,144) $ 5,783 $ 224 $ $ 404,365 5,381 Liabilities: Notes payable of Consolidated CLO, at fair value $ $ 375,747 $ $ $ 9,154 $ $ $ 384,901 $ 9,154 Total liabilities, at fair value $ $ 375,747 $ $ $ 9,154 $ $ $ 384,901 $ 9,154 Year Ended December 31, 2015 ( Dollars in thousands ) Change in Unrealized Total Gains/Losses Realized Relating to and Ending Assets and Beginning Change in Balance Liabilities Balance Sales/ Unrealized Transfers December Still Held at January 1, Purchases/ Redemptions/ Gains to (from) 31, December 31, 2015 Issuances Settlements (Losses) Level 3 2015 2015 ZAIS CLO 5, Limited - 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 years ended December 31, 2016 or December 31, 2015. Fair Value at December Valuation Unobservable Amount/ Weighted Investment Type 31, 2016 Technique Input Percentage Min Max Average Assets of Consolidated Funds: Bank loans $ 389,329 Broker quoted Not applicable Not applicable ZAIS CLO 6, Limited - Warehouse 15,036 Cost plus excess spread Excess spread 0.2% Total Investments, at fair value $ 404,365 Liabilities of Consolidated Funds: Notes payable of Consolidated CLO, at fair value $ 384,901 Measurement Alternative to ASC 820 Not applicable Not applicable Total Notes payable of Consolidated CLO, at fair value $ 384,901 Fair Value at December Valuation Unobservable Amount/ Weighted Investment Type 31, 2015 Technique Input Percentage Min Max Average Assets of Consolidated Funds: ZAIS CLO 5, Limited - Warehouse $ 30,509 Cost plus excess spread Excess spread 1.7% Total Investments, at $ 30,509 |
Variable Interest Entities
Variable Interest Entities | 12 Months Ended |
Dec. 31, 2016 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Variable Interest Entity Disclosure [Text Block] | 6. Variable Interest Entities 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 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% of a majority-owned affiliate, Zephyr A-6, which was established to invest in collateralized loan obligation vehicles, including the related warehouse stage of such vehicles. As of December 31, 2016 and December 31, 2015, the Company has determined that ZAIS Group is the primary beneficiary of Zephyr A-6 which is consolidated in the Company’s consolidated financial statements. ZAIS Group is the primary beneficiary since it is deemed to have (i) the power to direct activities of the entity that most significantly impacts its economic performance and (ii) the obligation to absorb losses of the entity or the right to receive benefits from the entity that could potentially be significant to the entity. Zephyr A-6’s investments are as follows: ZAIS CLO 5 ZAIS CLO 5, which priced on September 23, 2016 and closed on October 26, 2016, invests primarily in first lien senior secured bank loans and has a total capitalization of $408.5 million, which consists of senior and mezzanine notes with an aggregate par amount of $368.0 million and subordinated notes of $40.5 million. The CLO matures in October 2028. In connection with the closing, Zephyr A-6 recognized a dividend of $8.8 million which represents gains that were realized under the terms of the CLO Warehouse agreement. Zephyr A-6’s purchase of interests in ZAIS CLO 5 was $20.3 million ($20.5 million par), which represents approximately 2% economic interest in the senior and mezzanine notes and approximately 32% economic interest in the subordinated notes. The Company determined that it is the primary beneficiary of ZAIS CLO 5 based on (i) its ability to impact the activities which most significantly impact the ZAIS CLO 5’s economic performance as collateral manger and (ii) Zephyr A-6’s significant investment in the subordinated notes of ZAIS CLO 5. Therefore, the Company consolidated the ZAIS CLO 5 in its financial statements at December 31, 2016 and for the period from October 26, 2016 to December 31, 2016. At December 31, 2015, ZAIS CLO 5 was in the warehouse phase (“ZAIS CLO 5 Warehouse”). Zephyr A-6’s investment in ZAIS CLO 5 Warehouse at December 31, 2015 was as follows: (Dollars in thousands) Initial investment, at par $ 30,000 Investments, at fair value $ 30,509 Zephyr A-6’s investment in ZAIS CLO 5 Warehouse is included in Assets of Consolidated Funds - Investments, at fair value in the Consolidated Statements of Financial Condition at December 31, 2015. ZAIS CLO 6, Limited Warehouse (“ZAIS CLO 6”) ZAIS CLO 6 was formed in November 2016 and is in the warehouse phase (“ZAIS CLO 6 Warehouse”). At December 31, 2016 ZAIS CLO 6 Warehouse continued to finance the majority of its loan purchases using its warehouse facility. During the year ended December 31, 2016 Zephyr A-6 contributed $15.0 million to ZAIS CLO 6 Warehouse. At December 31, 2016, the fair value of Zephyr A-6’s investment in ZAIS CLO 6 Warehouse is approximately $15.0 million which is included in Assets of Consolidated Funds Investments, at fair value in the Consolidated Statements of Financial Condition. Net gain (loss) of Consolidated Funds’ Investments Net gain (loss) related to Zephyr A-6’s investments in ZAIS CLO 5 Warehouse and ZAIS CLO 6 Warehouse includes the following: Year Ended December 31, 2016 2015 (Dollars in thousands) ZAIS CLO 5 Warehouse: Change in unrealized gain or loss $ (509 ) $ 509 Dividend income 8,806 Total ZAIS CLO 5 Warehouse 8,297 509 ZAIS CLO 6 Warehouse: Change in unrealized gain or loss 36 Total ZAIS CLO 6 Warehouse 36 Total Net gain (loss) of Consolidated Funds’ investments $ 8,333 $ 509 The change in unrealized gain or loss related to ZAIS CLO 5 Warehouse for the year ended December 31, 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 some cases, all of the collateral management fees are waived as a result of certain ZAIS Managed Entities owning equity tranches of the related CLO. For CLOs in which the Company has no economic interests other than its fee arrangement, the Company has determined that the fee it receives from the CLOs does not represent a variable interest because ZAIS Group’s fee arrangements are commensurate with the level of effort performed and include only customary terms that do not represent variable interests. The Company considered investments its related parties have in the CLOs when determining if ZAIS Group’s fee represented a variable interest. The Company will continue to assess its investments in the CLOs to determine whether or not the Company will be required to consolidate the CLOs in its financial statements. The Dodd-Frank credit risk retention rules, which became effective on December 24, 2016, will now apply to any newly issued CLOs or certain cases in which an existing CLO is refinanced, issues additional securities or is otherwise materially amended. The risk retention rules specify that for each CLO, the relevant collateral manager must purchase and hold, unhedged, directly or through a majority-owned affiliate, either (i) 5% of the face amount 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 for a total of 5%. 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 or (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 Consolidated VIEs At December 31, 2016 the Consolidated Funds consist of Zephyr A-6 and ZAIS CLO 5. At December 31, 2015, the Consolidated Funds consist of Zephyr A-6. Both entities are VIEs. The assets and liabilities of the consolidated VIEs are, presented in Note 17 “Supplemental Financial Information” under the heading “Consolidated Funds”, on a gross basis prior to eliminations. The assets presented belong to the investors in Zephyr A-6 and ZAIS CLO 5, 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. Unconsolidated VIEs At December 31, 2016 and December 31, 2015, the Company’s unconsolidated VIEs consist of its investments in CLO Warehouses as well as certain ZAIS Managed Entities. The carrying amounts of the unconsolidated VIEs are as follows: At December 31, 2016 2015 (Dollars in thousands) Investment in affiliates, at fair value $ 272 $ 228 Assets of Consolidated Funds Investments at fair value 15,036 30,509 Total $ 15,308 $ 30,737 Such amounts are included in the Consolidated Statements of Financial Condition. 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 fee income and incentive income that has been earned and accrued, as well as any change in fair value of its direct equity ownership in the VIEs. Notes Payable of Consolidated CLO Notes payable of the consolidated CLO are collateralized by the assets held by the CLO. This collateral primarily consists of loans. December 31, (Dollars in Cash and cash equivalents $ 23,987 Investments, at fair value 389,329 413,316 Other assets (liabilities), net (8,909 ) Notes payable of consolidated CLO, at fair value 404,407 Elimination of Consolidated Funds’ investments in CLO (19,506 ) Notes payable of consolidated CLO, at fair value (net of eliminations) $ 384,901 As discussed in Note 3 “Basis of Presentation and Summary of Significant Accounting Policies”, the Company has elected to carry these notes at fair value in its Consolidated Statements of Financial Condition. Accordingly, the Company measured the fair value of notes payable (as a group including both the senior and subordinated notes) as (1) the sum of the fair value of the financial assets and the carrying value of any non-financial assets held temporarily, less (2) the sum of the fair value of any beneficial interests retained by the Company (other than those that represent compensation for services) and the Company’s carrying value of any beneficial interests that represent compensation for services. The Company allocated the resulting amount to the different classes of notes based on the CLO’s waterfall on an as liquidated basis. The tables below present information related to the CLO’s notes payable outstanding. The subordinated notes have no stated interest rate, and are entitled to any excess cash flows after contractual payments are made to the senior notes. At December 31, 2016 (Dollars in thousands) Unpaid Fair Weighted Weighted Stated Senior Secured Notes $ 360,395 $ 357,489 2.97% 11.83 October 2028 Subordinated Notes 27,635 27,412 N/A 11.83 October 2028 Total $ 388,030 $ 384,901 |
Management Fee Income and Incen
Management Fee Income and Incentive Income | 12 Months Ended |
Dec. 31, 2016 | |
Management Fee Income and Incentive Income [Abstract] | |
Management Fee Income and Incentive Income [Text Block] | ZAIS Group earns management fees for the funds and accounts which are generally based on the net asset value of these funds and accounts prior to the accrual of incentive fees/allocations or drawn capital during the investment period. Management fee income earned for the CLOs which ZAIS Group manages are generally based on the par value of the collateral and cash held in the CLOs. Additionally, 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 and 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. Prior to October 31, 2016, ZAIS Group earned management fee income from ZFC REIT, quarterly, based on ZFC REIT's stockholders' equity, as defined in the amended and restated investment advisory agreement between 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 payment to the Class B interests in ZAIS REIT Management is recorded as distributions to non-controlling interests in ZAIS Group Parent, LLC. 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 Consolidated Net Income (Loss) to Non-controlling interests in ZAIS Group Parent, LLC. On October 31, 2016, the management agreement with ZFC REIT was terminated up the completion of the merger between ZFC REIT and Sutherland Asset Management Corp. Pursuant to the Termination Agreement, the advisory agreement with ZAIS REIT Management was terminated on October 31, 2016. ZAIS REIT Management received a termination payment in the amount of $ 8.0 Management fees are generally collected on a monthly or quarterly basis. ZAIS Group manages certain ZAIS Managed Entities from which it may earn incentive income based on hedge fund-style and private equity-style fee arrangements. ZAIS Managed Entities 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 ZAIS Managed Entities 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. ZAIS Managed Entities 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, payment of 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 REIT Management and ZFC REIT did not provide for incentive fees. Year Ended December 31, 2016 ( Dollars in thousands ) Gross Net Fee Range Amount Elimination Amount Management Fee Income (1) Funds and accounts 0.50% - 1.25% $ 10,004 $ (256) $ 9,748 CLOs 0.15% - 0.50% 1,762 1,762 ZFC REIT 1.50% 10,505 10,505 Total $ 22,271 $ (256) $ 22,015 Incentive Income (1) (2) Funds and accounts 10% - 20% $ 9,294 $ $ 9,294 CLOs 20% 52 52 Total $ 9,346 $ $ 9,346 Year Ended December 31, 2015 ( Dollars in thousands ) Gross Net Fee Range Amount Elimination Amount Management Fee Income Funds and accounts 0.50% - 1.25% $ 11,587 $ $ 11,587 CLOs 0.15% - 0.50% 1,258 1,258 ZFC REIT 1.50% 2,957 2,957 Total $ 15,802 $ $ 15,802 Incentive Income (1) Funds and accounts 10% - 20% $ 5,988 $ $ 5,988 CLOs 10% - 20% 1,143 1,143 Total $ 7,131 $ $ 7,131 (1) Certain management and incentive fees have been and may in the future be waived and therefore the actual fees rates may be lower than those reflected in the range. (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 Entity’s operative agreement. Additionally, the Company may give credits for management fee income and/or incentive income to investors which invest in ZAIS Managed Entities which invest in other ZAIS Managed Entities where fees are also charged. Prior to January 1, 2015, the Company recorded all management fee income credits as an offset to Income and fees receivable in the Consolidated Statements of Financial Condition. Subsequent to January 1, 2015, the Company recorded all credits relating to management fee income and incentive income directly to Fees payable in the Consolidated Statements of Financial Condition. Year Ended December 31, 2016 2015 (Dollars in thousands) Management fee income credit $ 215 $ 221 Incentive income credit 2,328 59 Total $ 2,543 $ 280 At December 31, 2016 2015 (Dollars in thousands) Management fee income $ 1,284 $ 1,670 Incentive income 7,521 859 Total $ 8,805 $ 2,529 Such amounts are included in Income and fees receivable in the Consolidated Statements of Financial Condition. The Company did not recognize any bad debt expense for the years ended December 31, 2016 and December 31, 2015. The Company believes all income and fees receivable balances are deemed to be fully collectible. Revenue Concentration Percentage of the Company’s Management Fee Percentage of Number of Income AUM Investors (approximately) (approximately) Two 30.1 % 29.3 % Ten 42.5 % 43.2 % |
Notes Payable
Notes Payable | 12 Months Ended |
Dec. 31, 2016 | |
Debt Disclosure [Abstract] | |
Debt Disclosure [Text Block] | 8. 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 $ 1.25 Year Ended December 31, 2016 2015 (Dollars in thousands) $ 9 $ 5 |
Compensation
Compensation | 12 Months Ended |
Dec. 31, 2016 | |
Share-based Compensation [Abstract] | |
Disclosure of Compensation Related Costs, Share-based Payments [Text Block] | 9. Compensation Year Ended December 31, 2016 2015 (Dollars in thousands) Salaries $ 10,727 $ 14,032 Bonus 13,665 4,080 Points 32 Commissions 3 170 Income Unit Plan 198 Severance 995 1,116 Equity-Based Compensation 4,089 4,862 Payroll taxes and benefits 1,901 2,481 Total $ 31,380 $ 26,971 A summary of the Company’s compensation arrangements are as follows: Bonus Incentive Cash Compensation Employees are eligible to receive discretionary incentive cash compensation (the “Bonus Award”) on an annual basis and certain employees may also be eligible to receive guaranteed incentive compensation (the “Guarantees”). 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 Agreements”), the Bonus Award may be further subject to a retention-based payout schedule that generally provides for 30 Levels of incentive compensation will vary to the extent they are tied to the performance of certain ZAIS Managed Entities or the financial and operating performance of the Company. At December 31, 2016, the compensation payable balance includes $ 7.4 Retention Payment Plan 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 applied to approximately 60 employees of ZAIS Group all of who had an annual base salary of less than $300,000. The purpose of the Retention Payment Plan was 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 were entitled to receive cash retention payments on each of April 15, 2016, August 15, 2016 and November 15, 2016, if the employee remained employed by ZAIS Group on such dates. The Company paid an aggregate amount of approximately $ 4.6 In addition, on March 1, 2016, the Compensation Committee of the Board of Directors of ZAIS approved a retention payment of $ 900,000 Amounts incurred under the Retention Payment Plan are included in “Bonus” in the table above. There are no amounts payable under the Retention Payment Plan at December 31, 2016. Points 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 Agreements The Company did not incur any compensation expense relating to the Points Agreements for the year ended December 31, 2016. Income Unit Plan 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 The Company did not incur any compensation expense under the Income Unit Plan for the year ended December 31, 2016. Severance On March 8, 2016, the Company commenced a reduction in force and other restructuring which resulted in a decrease of 23 762,000 related this Equity-Based Compensation Class B-0 Units In conjunction with the closing of the Business Combination on March 17, 2015, ZGP authorized 1,600,000 On December 1, 2016, the Company’s board of directors authorized ZGP to offer the 28 holding in consideration for the cancellation of their either (a) Restricted Stock Units (“RSUs”) of ZAIS, on a one-for-one basis, or (b) an amount of cash per Class B-0 Unit cancelled (the “Cash Amount”) equal to $1.92, which was the average of the daily closing prices of Class A Common Stock of ZAIS for the three calendar months ended November 30, 2016 (the “Proposal”). All holders decided to accept the Proposal and immediately upon the expiration of the offer period, the holders’ Class B-0 Units were cancelled. For those holders of Class B-0 Units who elected to receive RSUs, ZAIS granted the RSUs under the ZAIS 2015 Stock Incentive Plan (the “Plan”). The RSUs vested on March 17, 2017, the same date that the Class B-0 Units were scheduled to vest. The RSUs entitled the holders to receive ZAIS Class A common stock, which was issued, subject to applicable wage withholding requirements, immediately upon the vesting of the RSUs. In consideration of the issuance of such stock by ZAIS to the employees of ZGP’s subsidiary, ZAIS Group, LLC, ZGP issued a number of Class A Units to ZAIS equal to the number of shares of stock that were issued to the holders of RSUs. If the B-0 Unit holder elected to receive the Cash Amount, provided the holder remained employed by ZAIS Group or its subsidiaries through the date of vesting, such amount was paid by ZAIS Group to the holder, subject to applicable wage withholding requirements, on March 22, 2017 . Total number Class B-0 Units cancelled in substitution for: RSUs 899,674 Cash 133,559 Total number of Class B-0 Units cancelled 1,033,233 Class B-0 Units not cancelled Total Cash Amount payable in March 2017 (in thousands) $ 256 The Company accounted for the cancellation of B-0 Units as follows: RSUs Provided as a Replacement for the Cancellation of B-0 Units The Company accounted for the issuance of RSUs as a modification of the award pursuant to ASC 718, “Compensation - Stock Compensation”, treating it as a cancellation of the limited liability company units accompanied by the concurrent grant of RSUs. The Company determined that the fair value of the RSUs and the B-0 Units at the modification date were equal and therefore there was no incremental compensation cost required to be recognized. ZAIS will complete the amortization of the related compensation expense equally over the two-year vesting period subject to cumulative adjustment for changes in estimated forfeitures at each reporting date. Cash Provided as a Replacement for the Cancellation of B-0 Units The Company accounted for the cash payment to be made in consideration for the cancellation of certain B-0 Units described above as a modification of the award pursuant to ASC 718, “Compensation - Stock Compensation”. However the modification of these awards changed the classification from equity awards to a liability awards. The fair value of the modified award at the time of the modification was approximately $ 256,000 230,000 26,000 An employee will forfeit the unvested equity or liability awards if the employee is terminated or voluntarily terminates his or her employment at the Company. Years Ended December 31, 2016 2015 Weighted Weighted Average Average Grant Date Grant Date Number of Fair Value Number of Fair Value B-0 Units per Unit B-0 Units per Unit Balance at beginning of year 1,337,486 $ 9.67 $ Offered Upon Closing of Business Combination 1,369,119 9.70 Awards not accepted due to resignation (16,327) 9.70 Net granted Upon Closing of Business Combination 1,352,792 9.70 Granted 100,000 6.34 50,000 8.80 Forfeited (404,253) 9.59 (65,306) 9.70 Cancelled pursuant to the Proposal (1,033,233) 9.37 Vested Balance at end of year $ 1,337,486 $ 9.67 Year Ended December 31, 2016 2015 (Dollars in thousands) $ 3,964 $ 4,664 (including Class B-0 units cancelled in consideration for the receipt of RSUs or cash) Estimated forfeiture rate The total compensation expense expected to be recognized in all future periods (in thousands) $ 1,059 Remaining weighted average period (in years) 0.21 December 31, 2016 2015 31 % 8 % The increase in the forfeiture rate is due to the reduction in force announced in the Company’s Current Report on Form 8-K filed on March 10, 2016 and actual forfeitures since the grant date. The cumulative impact of the increase in forfeitures of approximately $ 1.2 The expense relating to the Class B-0 Units (pre-modification of the award) is included in Compensation and benefits on the Consolidated Statements of Comprehensive Income (Loss). RSUs The Company may grant up to 2,080,637 Non-employee directors of ZAIS receive RSUs pursuant to the 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”, the Company is measuring the expense associated with these awards based on the fair value on the grant date adjusted for estimated forfeitures. This expense is being amortized equally over the one-year vesting period and adjusted on a cumulative basis for changes in estimated forfeitures at each reporting date. The weighted average grant date fair value of these RSUs is based on the market value of the Company’s shares on the grant date. Additionally, pursuant to the Proposal (see “Class B-0 Units” above), the Company issued 899,674 Year Ended December 31, 2016 2015 Weighted Weighted Average Average Grant Date Grant Date Number of Fair Value Number of Fair Value RSUs per Unit RSUs per Unit Balance at beginning of year Granted: 30,000 $ 9.85 $ Non-employee directors 105,273 2.37 30,000 9.85 In consideration for cancellation of B-0 units pursuant to the Proposal 899,674 9.33 Total - Granted 1,004,947 8.60 30,000 9.85 Forfeited Vested (30,000) 9.85 Balance at end of year 1,004,947 8.60 30,000 9.85 The value of the fully vested RSUs on the vesting date was $ 82,200 2.74 Year Ended December 31, 2016 2015 (Dollars in thousands) $ 125 $ 198 Estimated forfeiture rate The total compensation expense expected to be recognized in all future periods (in thousands) $ 156 Remaining weighted average period (in years) 0.68 The expense relating to these RSUs is included in Compensation and benefits on the Consolidated Statements of Comprehensive Income (Loss). |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2016 | |
Income Tax Disclosure [Abstract] | |
Income Tax Disclosure [Text Block] | 10. Income Taxes Year Ended December 31, (Dollars in thousands) 2016 2015 Current provision: Federal $ $ State and local Foreign (5) 155 Total current (benefit) expense (5) 155 Deferred provision: Federal State and local Foreign Total deferred (benefit) expense Total income tax (benefit) expense $ (5) $ 155 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 in historical periods 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 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. December 31, 2016 2015 (Dollars in thousands) Income tax (benefit) expense at the US federal statutory income tax rate $ (1,288) $ (8,060) State and local income tax, net of federal benefit (290) (805) Foreign Tax (5) 155 Effect of permanent differences 6 715 Income attributable to non-controlling interests in Consolidated Funds not subject to tax (1,192) (51) Income attributable to non-controlling interests in ZGP not subject to tax 724 3,900 Pre-Business Combination deferred tax assets (767) Equity compensation shortfall adjustment 56 Provision to return adjustment 54 Adjustment of tax rate used to value deferred taxes 42 Valuation Allowance 1,888 5,068 Total $ (5) $ 155 The Company’s effective tax for the years presented above includes a 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. The net effective tax represents the taxes accrued related to the Company’s operations in jurisdictions outside the U.S. 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. Year Ended December 31 (Dollars in thousands) 2016 2015 Deferred tax assets: Net operating losses $ 3,104 $ 3,034 Equity compensation 2,277 1,291 Start-up costs 591 638 Unrealized loss on investments and other temporary differences 984 105 Total deferred tax assets 6,956 5,068 Valuation allowance (6,956) (5,068) Total deferred tax assets (net of valuation allowance) Deferred tax liabilities: Unrealized gain on investments and other temporary differences Total deferred tax liabilities Total net deferred tax assets (liabilities) $ $ The Company has established a full valuation allowance on the deferred tax asset as of December 31, 2016 and December 31, 2015. (Dollars in thousands) 2032 $ 1 2033 83 2034 122 2035 5,990 2036 1,640 Total $ 7,836 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 December 31, 2016, the Company has determined that the current management business forecasts do not support the realization of net deferred tax assets recorded for the Company. The Company has reported a net book loss for the year ended December 31, 2016 and it is anticipated that expenses will exceed revenues in 2017. While the Company continues to work to grow its AUM and explore business development opportunities, the Company has not yet invested substantial amounts of the capital raised in the Business Combination, and although Management intends to pursue various initiatives with potential to alter the operating loss trend, there is no specific plan that has been implemented at this point in time that will alter the negative earnings trend. Accordingly, management believes that it is not more likely than not that its deferred tax asset will be realized and the Company has established a full valuation allowance against the deferred tax asset as of December 31, 2016. The allowance has resulted in a charge of approximately $ 1.9 The Company intends to continue maintaining a full valuation allowance on its deferred tax assets until there is sufficient evidence to support the reversal of all or some portion of these allowances. 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 years ended December 31, 2016 and 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 | 12 Months Ended |
Dec. 31, 2016 | |
Related Party Transactions [Abstract] | |
Related Party Transactions Disclosure [Text Block] | 11. 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 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 that are 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. At December 31, 2016 2015 (Dollars in thousands) $ 21,713 $ 27,918 Additionally, at December 31, 2016 and December 31, 2015 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. At December 31, 2016 2015 (Dollars in thousands) $ 560,272 $ 562,329 From time to time, ZAIS Group may pay research and data services expenses relating to the management of the ZAIS Managed Entities directly to vendors and allocates a portion of these costs to the respective ZAIS Managed Entities per the terms of the respective investment management agreements (the “Research Costs”). These amounts are reimbursable by the respective ZAIS Managed Entities and it is the Company’s policy to record the allocated amounts as Due from related parties. The Company allocated the following amounts to the ZAIS Managed Entities: Year Ended December 31, 2016 2015 (Dollars in thousands) $ 1,914 $ 2,282 Such amounts are not included in General, administrative and other expenses in the Consolidated Statements of Comprehensive Income (Loss). The amounts due from the ZAIS Managed Entities relating to this arrangement are as follows: At December 31, 2016 2015 (Dollars in thousands) $ 581 $ 650 These amounts are included in Due from related parties in the Consolidated Statements of Financial Condition. The Company may also pay other costs to vendors on behalf of the ZAIS Managed Entities in addition to the Research Costs (the “Other Direct Costs”). These amounts are also reimbursable by the respective ZAIS Managed Entities and it is the Company’s policy to record these amounts as Due from related parties. Year Ended December 31, 2016 2015 (Dollars in thousands) $ 155 $ 42 Such amounts are not included in General, administrative and other expenses in the Consolidated Statements of Comprehensive Income (Loss). At December 31, 2016 2015 (Dollars in thousands) $ 117 $ 32 These amounts are included in Due from related parties in the Consolidated Statements of Financial Condition. Consulting Agreements RQSI, Ltd. Certain affiliates of Mr. Neil Ramsey (“Mr. Ramsey”) are significant stockholders of ZAIS. ZGP 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 provided 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 agreed not to 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 agreed to pay Mr. Ramsey a consulting fee of $ 500,000 Year Ended December 31, 2016 2015 (Dollars in thousands) $ 500 $ 395 The expense is included in General, administrative and other expenses in the Consolidated Statements of Comprehensive Income (Loss). At December 31, 2016 2015 (Dollars in thousands) $ $ 42 Such amounts are included in Other liabilities in the Consolidated Statements of Financial Condition. ZAIS Group has agreed to use certain statistical data generated by RQSI, Ltd. models. ZAIS Group may 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 occupy space in the Company’s London or its affiliate the affiliate of 13,000 Ms. Tracy Rohan 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. Pursuant to the consulting agreement, Ms. Rohan earns 76,000 Year Ended December 31, 2016 2015 (Dollars in thousands) $ 101 $ 120 The expense is included in General, administrative and other expenses in the Consolidated Statements of Comprehensive Income (Loss). At December 31, 2016 2015 (Dollars in thousands) $ 16 $ 9 Such amounts are included in Other liabilities in the Consolidated Statements of Financial Condition. |
Property and Equipment
Property and Equipment | 12 Months Ended |
Dec. 31, 2016 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant and Equipment Disclosure [Text Block] | 12. Property and Equipment At December 31, 2016 2015 (Dollars in thousands) Office equipment $ 3,098 $ 3,088 Leasehold improvements 684 853 Furniture and fixtures 572 574 Software 409 409 4,763 4,924 Less accumulated depreciation and amortization (4,489) (4,380) Total $ 274 $ 544 Year Ended December 31, 2016 2015 (Dollars in thousands) $ 267 $ 730 In 2015, the useful life assumption for leasehold improvements was updated to be consistent with the term of the lease. The change in accumulated depreciation and amortization also includes the change in foreign currency spot rates for each respective period presented. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2016 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies Disclosure [Text Block] | Engagement Agreement with Berkshire Capital On April 22, 2016, the Company entered into an investment banking engagement agreement with Berkshire Capital Securities, LLC (“Berkshire Capital”), an affiliate of Mr. R. Bruce Cameron, our former director, pursuant to which Berkshire Capital will provide financial advisory services in connection with the Company’s strategic planning. Pursuant to the engagement letter, Berkshire Capital is entitled to a $ 100,000 15,000 750,000 2 Capital Commitments At December 31, 2016 $ 51.0 20.5 6.1 There is no assurance that the full commitments will be required to be funded by ZAIS Group or as to the period of time during which these commitments may be required to be funded. ZAIS Group serves as the investment manager to these ZAIS Managed Entities and determines when, and to what extent, capital will be called. Lease Obligations ZAIS Group is currently leases office space in New Jersey and London under operating lease agreements which expire at various times through October 2017. The Company recognizes rent expense related to its operating leases on a straight-line basis over the lease term and is included in General, administrative and other in the Consolidated Statements of Comprehensive Income (Loss). Year Ended December 31, 2016 2015 (Dollars in thousands) $ 1,006 $ 1,488 Period (Dollars in thousands) Ten months ending October 31, 2017 $ 483 Effective September 30, 2016, the Company terminated a portion of its lease and reduced its office space in New Jersey by approximately 2,600 20,000 Litigation From time to time, ZAIS Group may become involved in various claims, formal regulatory inquiries and legal actions arising in the ordinary course of business. The Company discloses information regarding such inquiries if disclosure is required pursuant to accounting and financial reporting standards. 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 liabilities Gain Contingencies In 2016 the Company received notification from one of its insurance providers that its claim for reimbursement of certain legal and other costs relating to a formal regulatory inquiry had been approved. The Company had paid approximately $ 0.33 0.58 0.89 "Contingencies Gain Contingencies” 0.58 0.02 |
Segment Reporting
Segment Reporting | 12 Months Ended |
Dec. 31, 2016 | |
Segment Reporting [Abstract] | |
Segment Reporting Disclosure [Text Block] | 14. Segment Reporting The investment management 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 investment management segment provides investment advisory and asset management services to the ZAIS Managed Entities. |
Stockholders' Equity
Stockholders' Equity | 12 Months Ended |
Dec. 31, 2016 | |
Stockholders' Equity Note [Abstract] | |
Stockholders' Equity Note Disclosure [Text Block] | 15. 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 Class B Common Stock The Company is authorized to issue 20,000,000 0.000001 20,000,000 20,000,000 Class B Units ZGP may issue up to 6,800,000 1,600,000 5,200,000 12.50 21.50 The ZGP Founder Members’ Class A Units and, if any, all of the vested Class B Units (but not any unvested Class B Units) may be exchanged for shares of Class A Common Stock of ZAIS on a one-for-one basis (subject to certain, if any, adjustments to the exchange ratio) or, at ZAIS’s option, cash or a combination of Class A Common Stock and cash, pursuant to the Exchange Agreement that ZAIS entered into with ZGP, the ZGP Founder Members and the other parties thereto. The Exchange Agreement contains certain restrictions on the ability of holders of Class A Units and Class B Units to exchange such Units for Class A Common Stock of ZAIS. Subject to certain limited exceptions, including in connection with a change in control of the Company, there is a two-year lock-up period (commencing March 17, 2015) before any exchanges of Class A Units or Class B Units was permitted. There were no Class B-1, Class B-2, Class B-3 or Class B-4 Units awarded for the years ended December 31, 2016 or December 31, 2015. On December 1, 2016, the Company’s board of directors authorized ZGP to offer the employees who agreed to the cancellation of their unvested Class B-0 Units the right to receive in substitution for the cancellation of See Note 9 Compensation for additional details relating the B-0 Units activity for the years ended December 31, 2016 and December 31, 2015. |
Earnings Per Share
Earnings Per Share | 12 Months Ended |
Dec. 31, 2016 | |
Earnings Per Share [Abstract] | |
Earnings Per Share [Text Block] | 16. 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. Year Ended December 31, 2016 2015 (Dollars in thousands, except shares and per share amounts) Numerator: Consolidated Net Income (Loss), net of tax, attributable to ZAIS Group Holdings, Inc. Class A common stockholders (Basic) $ (5,160) $ (13,805) Effect of dilutive securities: Consolidated Net Income (Loss), net of tax, attributable to non-controlling interests in ZGP (2,129) (10,206) Less: Consolidated Net Income (Loss), net of tax, attributable to ZAIS REIT Management, LLC Class B Members (1) (477) (570) Income tax (benefit) expense (2) Consolidated Net Income (Loss), net of tax, attributable to stockholders, after effect of dilutive securities $ (7,766) $ (24,581) Denominator: Weighted average number of shares of Class A Common Stock 13,891,245 10,982,726 Effect of dilutive securities: Weighted average number of Class A Units of ZGP 7,000,000 7,000,000 Dilutive number of B-0 Units and RSUs (3) Diluted weighted average shares outstanding (4) 20,891,245 17,982,726 Consolidated Net Income (Loss), net of tax, per Class A common share Basic $ (0.37) $ (1.26) Consolidated Net Income (Loss), net of tax, per Class A common share Diluted $ (0.37) $ (1.37) (1) Amount represents portion of the management fee income received from ZFC REIT that is payable to holders of Class B interests in ZAIS REIT Management. (2) Income tax (benefit) expense is calculated using an assumed tax rate of 36.56 31.72 which fully offset by 100 (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 of ZAIS and employees of ZAIS Group. These Class B-0 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 (Unaudited) | 12 Months Ended |
Dec. 31, 2016 | |
Statement of Financial Position [Abstract] | |
Consolidated Funds on the Company’s Financial Position [Text Block] | 17. Supplemental Financial Information (Unaudited) At December 31, 2016 Consolidated ZAIS Funds Eliminations Consolidated ( Dollars in thousands ) Assets Cash and cash equivalents $ 38,712 $ $ $ 38,712 Income and fees receivable 8,805 8,805 Investments, at fair value Investments in affiliates, at fair value 29,554 (24,281) 5,273 Due from related parties 734 734 Property and equipment, net 274 274 Prepaid expenses 906 906 Other assets 348 348 Assets of Consolidated Funds Cash and cash equivalents 37,080 37,080 Investments, at fair value 423,871 (19,506) 404,365 Due from broker 16,438 16,438 Other assets 1,254 (44) 1,210 Total Assets $ 79,333 $ 478,643 $ (43,831) $ 514,145 Liabilities and Equity Liabilities Notes payable $ 1,263 $ $ $ 1,263 Compensation payable 7,836 7,836 Due to related parties 31 31 Fees payable 2,439 2,439 Other liabilities 1,127 1,127 Liabilities of Consolidated Funds Notes payable of Consolidated CLO 404,407 (19,506) 384,901 Due to broker 24,462 24,462 Other liabilities 2,165 (44) 2,121 Total Liabilities 12,696 431,034 (19,550) 424,180 Commitments and Contingencies (Note 13) Equity Preferred Stock Class A Common Stock 1 1 Class B Common Stock Additional paid-in-capital 63,413 63,413 Retained earnings (Accumulated deficit) (18,965) (18,965) Accumulated other comprehensive income (loss) (70) (70) Total stockholders’ equity, ZAIS Group Holdings, Inc. 44,379 44,379 Non-controlling interests in ZAIS Group Parent, LLC 22,258 22,258 Non-controlling interests in Consolidated Funds 47,609 (24,281) 23,328 Total Equity 66,637 47,609 (24,281) 89,965 Total Liabilities and Equity $ 79,333 $ 478,643 $ (43,831) $ 514,145 At December 31, 2015 Consolidated ZAIS Funds 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 Property and equipment, net 544 544 Prepaid expenses 776 776 Other assets 310 310 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 13) 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 Year Ended December 31, 2016 Consolidated ZAIS Funds Eliminations Consolidated ( Dollars in thousands ) Revenues Management fee income $ 22,271 $ $ (256) $ 22,015 Incentive income 9,346 9,346 Other revenues 316 316 Income of Consolidated Funds Total Revenues 31,933 (256) 31,677 Expenses Compensation and benefits 31,380 31,380 General, administrative and other 12,263 12,263 Depreciation and amortization 267 267 Expenses of Consolidated Funds 338 (256) 82 Total Expenses 43,910 338 (256) 43,992 Other Income (loss) Net gain (loss) on investments 3,921 (3,648) 273 Other income (expense) 762 762 Net gains (losses) of Consolidated Funds’ investments 7,491 842 8,333 Net gain (loss) on beneficial interest of collateralized financing entity (842) (842) Total Other Income (Loss) 4,683 7,491 (3,648) 8,526 Income (loss) before income taxes (7,294) 7,153 (3,648) (3,789) Income tax (benefit) expense (5) (5) Consolidated net income (loss), net of tax (7,289) 7,153 (3,648) (3,784) Other Comprehensive Income (Loss), net of tax Foreign currency translation adjustment (343) (343) Total Comprehensive Income (Loss) $ (7,632) $ 7,153 $ (3,648) $ (4,127) Year Ended December 31, 2015 Consolidated ZAIS Funds Eliminations Consolidated ( Dollars in thousands ) Revenues Management fee income $ 15,802 $ $ $ 15,802 Incentive income 7,131 7,131 Other revenues 298 298 Income of Consolidated Funds Total Revenues 23,231 23,231 Expenses Compensation and benefits 26,971 26,971 General, administrative and other 17,064 17,064 Depreciation and amortization 730 730 Expenses of Consolidated Funds 206 206 Total Expenses 44,765 206 44,971 Other Income (loss) Net gain (loss) on investments 186 (154) 32 Other income (expense) 147 147 Impairment loss on goodwill (2,655) (2,655) Net gains (losses) of Consolidated Funds’ investments 509 509 Total Other Income (Loss) (2,322) 509 (154) (1,967) Income (loss) before income taxes (23,856) 303 (154) (23,707) Income tax (benefit) expense 155 155 Consolidated net income (loss), net of tax (24,011) 303 (154) (23,862) Other Comprehensive Income (Loss), net of tax Foreign currency translation adjustment 238 238 Total Comprehensive Income (Loss) $ (23,773) $ 303 $ (154) $ (23,624) |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2016 | |
Subsequent Events [Abstract] | |
Subsequent Events [Text Block] | During the period from January 1, 2017 through February 28, 2017, the Company paid approximately $ 8.0 On January 6, 2017, ZAIS Group provided notice to its current landlord of its intention to vacate its principal office space. ZAIS Group is currently in negotiations and intends to enter into a new lease agreement for a cost not to exceed its current annual leasing cost for its primary office space. On January 23, 2017, Zephyr A-6 received total capital contributions from its members of $ 12.0 6.1 30.0 On February 15, 2017, the Board of Directors of the Company established a Special Committee of independent and disinterested directors to consider any proposals by management or third parties for strategic transactions. The Company’s Board of Directors has been undertaking a strategic review of the Company’s business in order to enhance shareholder value, and has engaged a financial advisor for this purpose. Various alternatives have been and are being considered, including a possible sale or combination or other similar transaction, or a going private transaction which would result in the termination of the registration of our Class A Shares so as to cease periodic and other public company compliance and reporting. The Company has received from and provided to potential counterparties certain due diligence information. In addition, the Company’s management and financial advisor have held and expect to continue to hold preliminary discussions with potential counterparties and participants. There is no assurance that any of the preliminary discussions which have taken place or may in the future take place will result in any transaction or that any of the strategic alternatives under consideration will be implemented. The Company does not intend to provide periodic public updates on any of these matters except as required by law or regulation. On February 27, 2017, ZAIS Group entered into an agreement (the “Legal Advisor Agreement”) with Howard Steinberg, the Company’s General Counsel, pursuant to which Mr. Steinberg will resign as General Counsel effective on March 31, 2017 and be retained as Senior Legal Advisor to the Company effective April 1, 2017. Under the Legal Advisor Agreement, which has been approved by the Compensation Committee of the Board of Directors of the Company, Mr. Steinberg will receive $ 150,000 additional compensation of $900 per hour if he is requested to devote more than 20 hours during any week to advising the Company. 70 3,450 450,000 The Legal Advisor Agreement is terminable by the Company or Mr. Steinberg on 30 days’ prior written notice; if it is terminated by the Company other than due to Mr. Steinberg’s failure to perform services, Mr. Steinberg would be entitled to a payment of $300,000 On February 28, 2017, ZAIS Group made 5.0 , On March 17, 2017, the Company repaid its notes payable to EarlyBirdCapital, Inc. and Sidoti & Company, LLC in full in the aggregate amount of $ 1.3 On March 17, 2017, 899,674 548,923 2.1 67.4 256,000 |
Basis of Presentation and Sum25
Basis of Presentation and Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2016 | |
Accounting Policies [Abstract] | |
Basis of Accounting, Policy [Policy Text Block] | Basis of Presentation The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”) as contained within the Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification. |
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. |
Non-Controlling Interests, Policy [Policy Text Block] | Non-Controlling Interests The non-controlling interests within the Consolidated Statements of Financial Condition may be comprised of: (i) redeemable non-controlling interests reported outside of the permanent capital section when investors have the right to redeem their interests from a Consolidated Fund or ZAIS Group; (ii) equity attributable to non-controlling interests in Consolidated Funds (excluding CLOs) reported inside the permanent capital section when the investors do not have the right to redeem their interests and (iii) equity attributable to non-controlling interests in ZGP, if applicable. The Company records redeemable non-controlling interests and non-controlling interests in the Consolidated Funds (excluding CLOs) to reflect the economic interests in those funds held by investors other than interests attributable to ZAIS Group. Income allocated to non-controlling interests in ZGP includes a portion of the management fee income received from ZFC REIT that was payable to holders of Class B interests in ZAIS REIT Management. |
Consolidation, Policy [Policy Text Block] | Principles of Consolidation The consolidated financial statements included herein are the financial statements of ZAIS, its subsidiaries and certain ZAIS Managed Entities 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 is primarily comprised of Class A Units of ZGP held by the ZGP Founder Members. The Company’s consolidated financial statements also include variable interest entities for which ZAIS Group is considered the primary beneficiary, and certain entities that are not considered variable interest entities in which ZAIS Group has a controlling financial interest. The consolidated financial statements reflect the assets, liabilities, investment income, expenses and cash flows of the Consolidated Funds on a gross basis. Except for CLOs, the majority of the economic interests in the Consolidated Funds, which are held by third-party investors, are reflected as non-controlling interests in the consolidated financial statements. For CLOs, the majority of the economic interests in these vehicles, which are held by outside parties, are reported as notes payable of consolidated CLOs in the consolidated financial statements. The notes payable issued by the CLOs are backed by diversified collateral asset portfolios consisting primarily of loans or structured debt. In exchange for managing the collateral for the CLOs, ZAIS Group may earn investment management fees, including, in some cases, subordinated management fees and contingent incentive fees. All of the management fee income, incentive income and net gain (loss) on investments earned by ZAIS Group from the Consolidated Funds are eliminated in consolidation. However, because the eliminated amounts are earned from and funded by the non-controlling interests, income allocated to the non-controlling interests has been reduced, and the income allocated to ZGP has been increased by the amounts eliminated, of which ZAIS is allocated its pro-rata share as a member of ZGP. ZAIS Group does not recognize any incentive income based on the investment performance of ZAIS Managed Entities until the incentive income is (i) contractually receivable, (ii) fixed or determinable (also referred to as “crystallized”) and (iii) all related contingencies have been removed and collection is reasonably assured, (see policy disclosed under Management Fee Income, Incentive Income, and Other Income). Similarly, for any Consolidated Funds, the corresponding potential incentive expense based on the investment performance of the Consolidated Funds has not yet been deducted from the investor capital balances until the above criteria have been met. Therefore, the corresponding potential incentive income based on the investment performance of the Consolidated Funds that has not yet been recognized by ZAIS Group is included in Non-controlling interests in the consolidated financial statements. The Company’s consolidated net income (loss) includes the change in net assets relating to its beneficial interests in collateralized financing entities, including (1) changes in the fair value of the beneficial interests retained by the Company and (2) beneficial interests that represent compensation for services, if any. The Consolidated Funds, except for consolidated CLOs, are deemed to be investment companies under U.S. GAAP, and therefore, the Company has retained the specialized investment company accounting of these consolidated entities in its consolidated financial statements. Effective January 1, 2015 pursuant to ASC Topic 810, as amended by Accounting Standards Update (“ASU”) 2015-02 (ASU 2015-02”), all entities which were previously required to be consolidated but not required to be consolidated under ASU 2015-02 have been deconsolidated. As of December 31, 2015, the consolidated financial statements include one ZAIS Managed Entity, ZAIS Zephyr A-6, LP (“Zephyr A-6”) which was launched in the fourth quarter of 2015. For all periods prior to January 1, 2015, these entities include ZAIS Opportunity Master Fund, Ltd., ZAIS Opportunity Domestic Feeder Fund, LP, ZAIS Opportunity Fund, Ltd., ZAIS Atlas Fund, LP, ZAIS Value-Added Real Estate Fund I, LP and certain CLOs. After the adoption of ASC Topic 810, as amended by ASU 2015-02, there were no CLOs required to be consolidated in the Company’s financial statements for the year ended December 31, 2015 and prior to the adoption of ASC Topic 810, as amended by ASU 2015-02, there were ten CLOs consolidated in the Company’s financial statements for the year ended December 31, 2014. The cumulative effect of the adoption of ASU 2015-02 was a $ 452,925 10,340 As of and for the year ended December 31, 2016 the Company consolidated Zephyr A-6 and ZAIS CLO 5 Limited (“ZAIS CLO 5”). |
Variable Interest Entities [Policy Text Block] | VIE Model Prior to the adoption of ASU 2015-02, for entities in which the Company has a variable interest, the Company determines whether, if by design, (i) the entity has equity investors who lack, as a group, the characteristics of a controlling financial interest, (ii) the entity does not have sufficient equity at risk to finance its expected activities without additional subordinated financial support from other parties, (iii) the entity is structured with non-substantive voting rights or (iv) the equity holders do not have the obligation to bear potential losses or the right to receive potential gains. If an entity has at least one of these characteristics, it is considered a VIE, and is consolidated by its primary beneficiary. For entities managed by ZAIS Group that qualify for the deferral under ASU 2010-10, Amendments to Statement 167 for Certain Investment Funds Subsequent to the adoption of ASU 2015-02, for entities in which the Company has a variable interest, the Company determines whether, (i) the entity does not have enough equity to finance its activities without additional subordinated financial support, (ii) the at-risk equity holders, as a group lack (a) the power, through voting or similar rights, to direct the activities that most significantly impact the entity’s economic performance, (b) the obligation to absorb an entity’s expected losses, or (c) the right to receive an entity’s expected residual returns, or (iii) the entity is structured with non-substantive voting rights. If an entity has at least one of these characteristics, it is considered a VIE, and is consolidated by its primary beneficiary. |
Voting Interest Entities [Policy Text Block] | VOE Model For entities where ZAIS Group has a variable interest, but are determined not to be a VIE, the Company makes a consolidation determination based on the entity’s legal structure. For corporate structures, including companies domiciled in the Cayman Islands, the Company consolidates those entities in which ZAIS Group has a voting interest of greater than 50 50 The determination of whether an entity is a VIE or a VOE is based on the facts and circumstances for each individual entity. |
Cash and Cash Equivalents, Policy [Policy Text Block] | Cash and Cash Equivalents The Company considers highly liquid, short-term interest-bearing instruments of sufficient credit quality with original maturities of three months or less, and other instruments readily convertible into cash, to be cash equivalents. Financial instruments which potentially subject the Company to concentrations of credit risk consist primarily of cash and cash equivalents. The Company’s deposits with financial institutions may exceed federally insurable limits of $ 250,000 Cash equivalents generally consist of excess cash that is swept daily into a money market fund, or into weekly or monthly term deposit accounts to earn short-term interest, or maintained as a short-term deposit. Additionally, the Company may from time-to-time invest in United States government obligations to manage excess liquidity. These investments are carried at fair value, as the Company has elected the Fair Value Option (as defined below) in order to include any gains or losses within consolidated net income (loss). These investments are also recorded as cash equivalents in the Consolidated Statements of Financial Condition. At December 31, 2016 and December 31, 2015, the Company had approximately $ 29.0 16.6 8.0 million 26.0 million, |
Investment, Policy [Policy Text Block] | Investments and Investments in Affiliates at Fair Value U.S. GAAP permits entities to choose to measure certain eligible financial assets, financial liabilities and firm commitments at fair value (the “Fair Value Option”), on an instrument-by-instrument basis. The election to use the Fair Value Option is available when an entity first recognizes a financial asset or financial liability or upon entering into a firm commitment. The Fair Value Option is irrevocable and requires changes in fair value to be recognized in earnings. For ZAIS Group’s direct investments in the ZAIS Managed Entities that are not consolidated, and would otherwise be accounted for under the equity method, the Fair Value Option has been elected. In estimating the fair value for financial instruments for which the Fair Value Option has been elected, the Company uses the valuation methodologies as discussed in Note 5 “Fair Value Measurements”. |
Revenue Recognition, Policy [Policy Text Block] | Revenue Recognition ZAIS Group’s primary sources of revenue are (i) management fee income, (ii) incentive income and (iii) income of Consolidated Funds. The management fee and incentive fee revenues are derived from ZAIS Group’s advisory agreements with the ZAIS Managed Entities. Certain investments held by employees, executives and other related parties in the ZAIS Managed Entities are not subject to management fees or incentive fees/allocations and therefore do not generate revenue for ZAIS Group. All of the management fee income and incentive income earned by ZAIS Group from the Consolidated Funds are eliminated in consolidation. Income of Consolidated Funds is based on the income generated from the portfolios of the Consolidated Funds, a majority of which is allocated to redeemable non-controlling interests and non-controlling interests in Consolidated Funds, as applicable. |
Management Fee Income, Incentive Income and Other Income, Policy [Policy Text Block] | Management Fee Income, Incentive Income and Other Revenue ZAIS Group earns management fee income and incentive income for investment advisory services provided to the ZAIS Managed Entities. Management fees are accrued as earned, and are calculated and collected on a monthly or quarterly basis, depending on the applicable agreement. Revenue is accrued as earned for data, funding and analytical services provided to outside parties and affiliated funds. In the event management fee income is received before it is earned, deferred revenue is recorded and is included in Other liabilities in the Consolidated Statements of Financial Condition . In addition to the management fee income mentioned above, subordinated management fee income may be earned from the CLOs. The subordinated management fee income has a lower priority than the base management fees in the CLO’s cash flows. The subordinated management fee income is contingent upon the economic performance of the respective CLO’s investments. If the CLOs experience a certain level of investment defaults, these fees may not be paid. Subordinated management fee income is recognized when collection is reasonably assured. Incentive income is recognized when it is (i) contractually receivable, (ii) fixed or determinable (also referred to as “crystallized”) and (iii) all related contingencies have been removed and collection is reasonably assured, which generally occurs in the quarter of, or the quarter immediately prior to, payment of the incentive income to ZAIS Group by the ZAIS Managed Entities. The criteria for revenue recognition related to incentive income is typically met only after all contributed capital and the preferred return, if any, on that capital have been distributed to the ZAIS Managed Entities’ investors for vehicles with private equity style fee arrangements, and is typically met only after any profits exceed a high-water mark for vehicles with hedge fund style fee arrangements. Other revenue is recorded on an accrual basis as earned and consists primarily of consulting fees. |
Receivables, Policy [Policy Text Block] | Income and Fees Receivable Income and fees receivable primarily includes management fees and incentive fees due from ZAIS Managed Entities, excluding the Consolidated Funds. The Company evaluates the collectability of the amounts receivable to determine whether any allowance for doubtful accounts is necessary. |
Revenue Recognition, Services, Management Fees [Policy Text Block] | Fees Payable Fees payable represents management fees and incentive fees due to an investor in one of the ZAIS Managed Entities as a credit for fees charged to that investor on their investment balance in another ZAIS Managed Entity. The credit is recorded as a direct reduction to Management fee income and Incentive income in the Consolidated Statements of Comprehensive Income (Loss). |
Selling, General and Administrative Expenses, Policy [Policy Text Block] | General, Administrative and Other Expenses General, administrative and other expenses include professional fees, insurance costs, information technology, rent expense and other operating expenses. Amounts are recorded on an accrual basis as incurred. |
Compensation Related Costs, Policy [Policy Text Block] | Compensation and Benefits Compensation and benefits expense is comprised of salaries, payroll taxes, employer contributions to welfare plans, discretionary and guaranteed cash bonuses, stock compensation and other contractual compensation programs payable to ZAIS Group employees. Compensation and benefits expense is generally recognized over the related service period. On an annual basis, compensation and benefits comprise a significant portion of total expenses, with discretionary cash bonuses, guaranteed cash bonuses, stock compensation and other contractual compensation programs generally comprising a significant portion of total compensation and benefits. Compensation and benefits expense relating to the issuance of cash-based and equity-based awards to certain employees is measured at fair value on the grant date. Equity-based compensation awards to employees that are settled in shares are classified as equity instruments. The fair value of an equity settled award is determined on the date of grant and is not subject to remeasurement. Cash settled awards are classified as liabilities and are remeasured to fair value at each balance sheet date as long as the award is outstanding. Changes in fair value are reflected as compensation expense. Compensation expense for awards that vest over a future service period is recognized over the relevant service period on a straight-line basis, adjusted for estimated forfeitures of awards not expected to vest. The compensation expense for awards that do not require future service is recognized immediately. Upon the end of the service period, compensation expense is adjusted to account for actual forfeiture rates. Compensation and benefits expense also includes compensation directly related to incentive income in the form of percentage interests (also referred to as “Points”) awarded to certain employees associated with the operation and management of certain ZAIS Managed Entities in the form of compensation agreements (“Points Agreements”). Under the Points Agreements, ZAIS Group has an obligation to pay certain employees and former employees a fixed percentage of the incentive income earned from the referenced entities. Amounts payable pursuant to these arrangements are recorded as compensation expense when they become probable and reasonably estimable. The determination of when the Points become probable and reasonably estimable is based on the assessment of numerous factors, particularly those related to the profitability, realizations, distribution status, investment profile and commitments or contingencies of certain ZAIS Managed Entities for which Points Agreements have been awarded. Points are expensed no later than the period in which the underlying income is recognized. Payment of the Points generally occurs not later than when the related income is received. Most recipients’ rights to receive payments related to their Points Agreement are subject to forfeiture risks. There are currently outstanding Points Agreements relating to one ZAIS Managed Entity and ZAIS Group does not anticipate awarding additional Points Agreements. Pursuant to ZAIS’s 2015 Stock Incentive Plan, non-employee directors and employees of ZAIS are eligible to receive RSUs as a component of compensation for their service as directors or employees of ZAIS. The awards are unvested at the time they are granted and, as such, are not entitled to any dividends or other material rights until such RSUs vest. The RSUs generally vest pursuant to agreements between recipient and the Company "Compensation - Stock Compensation” |
Commitments and Contingencies, Policy [Policy Text Block] | Loss Contingencies Certain conditions may exist as of the date the financial statements are issued, which may result in a loss to the Company but which will only be resolved when one or more future events occur or fail to occur. The Company’s management and its legal counsel assess such contingent liabilities, and such assessment inherently involves an exercise of judgment. In assessing loss contingencies related to legal proceedings that are pending against the Company or unasserted claims that may result in such proceedings, the Company’s legal counsel evaluates the perceived merits of any legal proceedings or unasserted claims as well as the perceived merits of the amount of relief available, sought or expected to be sought therein. If the assessment of a contingency indicates that it is probable that a material loss has been incurred and the amount of the liability can be reasonably estimated, then the estimated liability would be accrued in the Company’s financial statements. If the assessment indicates that a potentially material loss contingency is not probable, but is reasonably possible, or is probable but cannot be estimated, then the nature of the contingent liability, together with an estimate of the range of possible loss if determinable, would be disclosed. Legal costs are recorded on an accrual basis as incurred. |
Property, Plant and Equipment, Policy [Policy Text Block] | Property and Equipment Property and equipment consist of furniture and fixtures, office equipment, leasehold improvements and software, and are stated at cost, less accumulated depreciation and amortization. Depreciation and amortization on furniture and fixtures, office equipment and software is calculated using either the double declining balance method or straight-line method over an estimated useful life of three to five years. Amortization of leasehold improvements is calculated using the straight-line method over the lesser of the lease terms or the life of the asset. Depreciation and amortization expense is included in Depreciation and amortization in the Consolidated Statements of Comprehensive Income (Loss). Property and equipment are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. The costs associated with maintenance and repairs are recorded as other operating expenses when incurred. |
Goodwill and Intangible Assets, Policy [Policy Text Block] | Goodwill Goodwill, if any, is carried at cost in the Consolidated Statements of Financial Condition. Goodwill is not amortized but is tested for impairment on an annual basis, or more frequently if events or changes in circumstances indicate that a potential impairment may have occurred. The testing of goodwill for impairment is initially based on a qualitative assessment to determine if it is more likely than not that the fair value of the goodwill is less than the carrying value. If facts indicate that it is more likely than not that an impairment may exist, a two-step quantitative assessment is conducted to (a) calculate the fair value of the goodwill and compare it to the carrying value, and (b) if the carrying value exceeds its fair value, the difference is recognized as an expense in the period in which the impairment occurs. Goodwill of approximately $ 2.7 |
Foreign Currency Transactions and Translations Policy [Policy Text Block] | Foreign Currency Translation Gains (Losses) Assets and liabilities of foreign subsidiaries that have non-U.S. dollar functional currencies are translated at exchange rates prevailing at the end of each reporting period. Results of foreign operations are translated at the weighted-average exchange rate for each reporting period. Translation adjustments are included as a component of accumulated other comprehensive income (loss) until realized. Gains or losses resulting from foreign currency transactions are included in General, administrative and other in the Consolidated Statements of Comprehensive Income (Loss). Foreign currency translation gains and losses primarily relate to the Company’s U.K. operations. |
Income Tax, Policy [Policy Text Block] | Income Taxes Prior to the reorganization and recapitalization due to the Business Combination, 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 provision for income taxes has been recorded in historical periods other than that related to ZGP’s foreign subsidiaries, which paid income taxes in their respective foreign jurisdictions. Following the reorganization, although 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 accounts for income taxes using the asset and liability method as prescribed in ASC 740 Accounting for Income Taxes The Company provides for uncertain tax positions based upon management’s assessment of whether a tax benefit is more likely than not to be sustained upon examination by tax authorities. Management is required to determine whether a tax position is more likely than not to be sustained upon examination by tax authorities, including resolution of any related appeals or litigation processes, based on the technical merits of the position. Because significant assumptions are used in determining whether a tax benefit is more likely than not to be sustained upon examination by tax authorities, actual results may differ from the Company's estimates under different assumptions or conditions. The Company analyzes its tax filing positions in all of the U.S. federal, state, local and foreign tax jurisdictions where it is required to file income tax returns, as well as for all open tax years in these jurisdictions. If, based on this analysis, the Company determines that uncertainties in tax positions exist, a liability is established. The Company recognizes accrued interest and penalties related to uncertain tax positions in Income tax (benefit) expense within the Consolidated Statements of Comprehensive Income (Loss). |
New Accounting Pronouncements, Policy [Policy Text Block] | Recent Accounting Pronouncements 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 January 2016, the FASB issued ASU No. 2016-01, Financial InstrumentsOverall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842) 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” |
Consolidated Funds [Member] | |
Accounting Policies [Abstract] | |
Policies of Consolidated Funds [Policy Text Block] | Policies of Consolidated Funds Prior to the adoption of ASU 2015-02 certain ZAIS Managed Entities, in which ZAIS Group has only a minority ownership interest or no ownership interest, were consolidated in the Company’s consolidated financial statements. The majority ownership interests in the Consolidated Funds are held by the investors in the Consolidated Funds, and these interests are included in Non-controlling interests in the Consolidated Statements of Financial Condition. The management fees and incentive income from the Consolidated Funds are eliminated in consolidation, and the income allocated to ZAIS and non-controlling interests in ZGP has been increased by the amounts eliminated. Subsequent to the adoption of ASU 2015-02, the Company no longer consolidates these ZAIS Managed Entities if it has only a minority ownership interest or no ownership interest. The Consolidated Funds, except for consolidated CLOs, , are considered investment companies for U.S. GAAP purposes. Pursuant to specialized accounting guidance for investment companies, and the retention of that guidance in the Company’s consolidated financial statements, the investments held by the Consolidated Funds are reported at their fair values. |
Investment, Policy [Policy Text Block] | Investments at Fair Value The Company has elected the Fair Value Option for the Consolidated Fund’s investments. Investments and investments in affiliated securities are held at fair value. See Note 5 - “Fair Value of Investments” for information regarding the valuation of these assets. |
Due To And From Broker Dealers And Clearing Organizations Disclosure [Policy Text Block] | Due from Broker Due from broker represents the Consolidated Funds’ receivable from a broker for unsettled sales as of the balance sheet date. Due to Broker Due to broker represents the Consolidated Funds’ payable to a broker for unsettled purchases as of the balance sheet date. |
Debt, Policy [Policy Text Block] | Notes Payable of Consolidated CLOs The Company measures both the financial assets and financial liabilities of the collateralized financing entities which it consolidates in its financial statements using the more observable of the fair value of the financial assets or the fair value of the financial liabilities. The notes payable of Consolidated CLOs are measured using the fair value of the financial assets which the Company considers the more observable of the fair values. |
Income Tax, Policy [Policy Text Block] | Income Taxes The Consolidated Funds are generally not subject to U.S. federal and state income taxes and, consequently, no income tax provision has been made in the accompanying consolidated financial statements because individual investors are responsible for taxes on their proportionate share of the taxable income. |
Organization (Tables)
Organization (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Schedule Of Assets Under Management [Table Text Block] | ZAIS Group had the following assets under management (“AUM”): Approximately As of December 31, (in billions) 2016 $ 3.444 2015 $ 4.157 |
Business Combination (Tables)
Business Combination (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Business Combinations [Abstract] | |
Schedule of Cash Flows related to Business Combination [Table Text Block] | The net proceeds from the Business Combination, as reported in the Consolidated Statements of Cash Flows within the financing section, are summarized as follows: Cash in HF2’s Trust $ 184,760,079 Payment for HF2 redemptions (102,282,526) Payment for HF2’s expenses (4,311,157) Net Cash Received by ZGP from Business Combination 78,166,396 Less: Ramsey incentive fee and fees to underwriters (4,650,000) Net proceeds from Business Combination $ 73,516,396 |
Schedule of Business Acquisitions, by Acquisition [Table Text Block] | The number of shares of Class A common stock of ZAIS issued and outstanding and the number of Class A Units of ZGP issued and outstanding immediately following the consummation of the Business Combination is summarized as follows: Number of Shares of Class A Common Stock of ZAIS HF2 public shares outstanding prior to the Business Combination 23,592,150 Less: redemption of HF2 public shares (9,741,193) Total HF2 shares outstanding immediately prior to the effective date of the Business Combination 13,850,957 Common shares issued as consideration to transaction underwriter 150,000 Shares cancelled from HF2 founders’ allocation (130,040) Total shares of Class A common stock of ZAIS outstanding at closing, March 17, 2015 13,870,917 Number of Class A Units of ZGP Class A Units of ZGP acquired by ZAIS 13,870,917 Class A Units of ZGP retained by ZGP Founder Members 7,000,000 Total Class A Units of ZGP outstanding at closing, March 17, 2015 20,870,917 |
Investments in Affiliates (Tabl
Investments in Affiliates (Tables) | 12 Months Ended |
Dec. 31, 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] | The fair value of these investments was as follows: At December 31, 2016 2015 (Dollars in thousands) $ 5,273 $ 5,242 |
Schedule of Unrealized Loss on Investments [Table Text Block] | The Company recorded a change in unrealized gain (loss) associated with the investments still held at the end of each respective period as follows: Year Ended December 31, 2016 2015 $ 44 $ (5) |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 12 Months Ended |
Dec. 31, 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 December 31, 2016 ( Dollars in thousands ) Level 1 Level 2 Level 3 Total Assets, at fair value: Investments in affiliates, at fair value $ $ $ $ 5,273 Assets of Consolidated Funds Investments, at fair value: Bank loans 389,329 389,329 ZAIS CLO 6, Limited - Warehouse 15,036 15,036 Total investments, at fair value 404,365 404,365 Total assets, at fair value $ $ $ 404,365 $ 409,638 Liabilities, at fair value: Liabilities of Consolidated Funds Notes payable of Consolidated CLO, at fair value 384,901 384,901 Total liabilities, at fair value $ $ $ 384,901 $ 384,901 At December 31, 2015 ( Dollars in thousands ) Level 1 Level 2 Level 3 Total Assets, at fair value: Investments in affiliates, at fair value $ $ $ $ 5,242 Investments, at fair value: Short term high investment grade mutual funds 8,169 8,169 Assets of Consolidated Funds ZAIS CLO 5, Limited - 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] | The following tables summarize the changes in the Company’s Level 3 assets: Year Ended December 31, 2016 (Dollars in thousands) Change in Unrealized Gains/Losses Total Relating to Realized Assets and and Ending Liabilities Beginning Change in Balance Still Held at Balance Sales/ Unrealized Amortization Transfers December December January 1, Initial Purchases/ Redemptions/ Gains of Discounts/ to (from) 31, 31, 2016 Consolidation Issuances Settlements (Losses) Premiums Level 3 2016 2016 Assets: ZAIS CLO 5, Limited- Warehouse $ 30,509 $ $ 10,000 $ (40,000) $ (509) $ $ $ $ Bank loans 361,399 118,594 (97,144) 6,256 224 389,329 5,345 ZAIS CLO 6, Limited - Warehouse 15,000 36 15,036 36 Total investments, at fair value $ 30,509 $ 361,399 $ 143,594 $ (137,144) $ 5,783 $ 224 $ $ 404,365 5,381 Liabilities: Notes payable of Consolidated CLO, at fair value $ $ 375,747 $ $ $ 9,154 $ $ $ 384,901 $ 9,154 Total liabilities, at fair value $ $ 375,747 $ $ $ 9,154 $ $ $ 384,901 $ 9,154 Year Ended December 31, 2015 ( Dollars in thousands ) Change in Unrealized Total Gains/Losses Realized Relating to and Ending Assets and Beginning Change in Balance Liabilities Balance Sales/ Unrealized Transfers December Still Held at January 1, Purchases/ Redemptions/ Gains to (from) 31, December 31, 2015 Issuances Settlements (Losses) Level 3 2015 2015 ZAIS CLO 5, Limited - Warehouse $ $ 30,000 $ $ 509 $ $ 30,509 $ 509 Total investments, at fair value $ $ 30,000 $ $ 509 $ $ 30,509 $ 509 |
Fair Value Assets and liabilities Measured On Recurring Basis Unobservable Input Reconciliation [Table Text Block] | The tables below summarize information about the significant unobservable inputs used in determining the fair value of the Level 3 assets and liabilities held by the Consolidated Funds: Fair Value at December Valuation Unobservable Amount/ Weighted Investment Type 31, 2016 Technique Input Percentage Min Max Average Assets of Consolidated Funds: Bank loans $ 389,329 Broker quoted Not applicable Not applicable ZAIS CLO 6, Limited - Warehouse 15,036 Cost plus excess spread Excess spread 0.2% Total Investments, at fair value $ 404,365 Liabilities of Consolidated Funds: Notes payable of Consolidated CLO, at fair value $ 384,901 Measurement Alternative to ASC 820 Not applicable Not applicable Total Notes payable of Consolidated CLO, at fair value $ 384,901 Fair Value at December Valuation Unobservable Amount/ Weighted Investment Type 31, 2015 Technique Input Percentage Min Max Average Assets of Consolidated Funds: ZAIS CLO 5, Limited - Warehouse $ 30,509 Cost plus excess spread Excess spread 1.7% Total Investments, at $ 30,509 |
Variable Interest Entities (Tab
Variable Interest Entities (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Equity Method Investments [Table Text Block] | At December 31, 2015, ZAIS CLO 5 was in the warehouse phase (“ZAIS CLO 5 Warehouse”). Zephyr A-6’s investment in ZAIS CLO 5 Warehouse at December 31, 2015 was as follows: (Dollars in thousands) Initial investment, at par $ 30,000 Investments, at fair value $ 30,509 |
Gain (Loss) on Investments [Table Text Block] | Net gain (loss) related to Zephyr A-6’s investments in ZAIS CLO 5 Warehouse and ZAIS CLO 6 Warehouse includes the following: Year Ended December 31, 2016 2015 (Dollars in thousands) ZAIS CLO 5 Warehouse: Change in unrealized gain or loss $ (509) $ 509 Dividend income 8,806 Total ZAIS CLO 5 Warehouse 8,297 509 ZAIS CLO 6 Warehouse: Change in unrealized gain or loss 36 Total ZAIS CLO 6 Warehouse 36 Total Net gain (loss) of Consolidated Funds’ investments $ 8,333 $ 509 |
Investments [Text Block] | The carrying amounts of the unconsolidated VIEs are as follows: At December 31, 2016 2015 (Dollars in thousands) Investment in affiliates, at fair value $ 272 $ 228 Assets of Consolidated Funds Investments at fair value 15,036 30,509 Total $ 15,308 $ 30,737 |
Schedule of Components of CDO Assets and Liabilities and Eliminations for Consolidated Fund’s Investments in CDOs [Table Text Block] | At December 31, 2015 no CLOs were consolidated due to the adoption of ASU 2015-02. At December 31, 2016, the fair value of the assets and liabilities of ZAIS CLO 5 and the eliminations for the Consolidated Fund’s investment in ZAIS CLO 5 are as follows: December 31, (Dollars in Cash and cash equivalents $ 23,987 Investments, at fair value 389,329 413,316 Other assets (liabilities), net (8,909 ) Notes payable of consolidated CLO, at fair value 404,407 Elimination of Consolidated Funds’ investments in CLO (19,506 ) Notes payable of consolidated CLO, at fair value (net of eliminations) $ 384,901 |
Schedule of Long-term Debt Instruments [Table Text Block] | At December 31, 2016 (Dollars in thousands) Weighted Weighted Average Unpaid Average Maturity Stated Principal Fair Interest (in Maturity Outstanding Value Rate Years) Dates Senior Secured Notes $ 360,395 $ 357,489 2.97% 11.83 October 2028 Subordinated Notes 27,635 27,412 N/A 11.83 October 2028 Total $ 388,030 $ 384,901 |
Management Fee Income and Inc31
Management Fee Income and Incentive Income (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Management Fee Income and Incentive Income [Abstract] | |
Schedule of Components of Management Fee Income and Incentive Income [Table Text Block] | The following tables represent the gross amounts of management fee income and incentive income earned prior to eliminations due to consolidation of the Consolidated Funds and the net amount reported in the Company’s Consolidated Statements of Comprehensive Income (Loss): Year Ended December 31, 2016 ( Dollars in thousands ) Gross Net Fee Range Amount Elimination Amount Management Fee Income (1) Funds and accounts 0.50% - 1.25% $ 10,004 $ (256) $ 9,748 CLOs 0.15% - 0.50% 1,762 1,762 ZFC REIT 1.50% 10,505 10,505 Total $ 22,271 $ (256) $ 22,015 Incentive Income (1) (2) Funds and accounts 10% - 20% $ 9,294 $ $ 9,294 CLOs 20% 52 52 Total $ 9,346 $ $ 9,346 Year Ended December 31, 2015 ( Dollars in thousands ) Gross Net Fee Range Amount Elimination Amount Management Fee Income Funds and accounts 0.50% - 1.25% $ 11,587 $ $ 11,587 CLOs 0.15% - 0.50% 1,258 1,258 ZFC REIT 1.50% 2,957 2,957 Total $ 15,802 $ $ 15,802 Incentive Income (1) Funds and accounts 10% - 20% $ 5,988 $ $ 5,988 CLOs 10% - 20% 1,143 1,143 Total $ 7,131 $ $ 7,131 (1) Certain management and incentive fees have been and may in the future be waived and therefore the actual fees rates may be lower than those reflected in the range. (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 Entity’s operative agreement. |
Schedule Of Management Fee Income And Incentive Income Net Of Credit [Table Text Block] | Year Ended December 31, 2016 2015 (Dollars in thousands) Management fee income credit $ 215 $ 221 Incentive income credit 2,328 59 Total $ 2,543 $ 280 |
Schedule Of Management fee Income And Incentive Income Receivable [Table Text Block] | At December 31, 2016 2015 (Dollars in thousands) Management fee income $ 1,284 $ 1,670 Incentive income 7,521 859 Total $ 8,805 $ 2,529 |
Schedule of Product Information [Table Text Block] | Percentage of the Company’s Management Fee Percentage of Number of Income AUM Investors (approximately) (approximately) Two 30.1 % 29.3 % Ten 42.5 % 43.2 % |
Notes Payable (Tables)
Notes Payable (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Debt Disclosure [Abstract] | |
Interest Income and Interest Expense Disclosure [Table Text Block] | Total interest expense was as follows: Year Ended December 31, 2016 2015 (Dollars in thousands) $ 9 $ 5 |
Compensation (Tables)
Compensation (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Schedule Of Compensation Expense And Employee Benefit [Table Text Block] | The following table presents a detailed breakout of the Company’s compensation expense: Year Ended December 31, 2016 2015 (Dollars in thousands) Salaries $ 10,727 $ 14,032 Bonus 13,665 4,080 Points 32 Commissions 3 170 Income Unit Plan 198 Severance 995 1,116 Equity-Based Compensation 4,089 4,862 Payroll taxes and benefits 1,901 2,481 Total $ 31,380 $ 26,971 |
Summary of Cancelled Stock Awards [Table Text Block] | The number of Class B-0 Units cancelled and Election Consideration provided as a result of the Proposal is as follows: Total number Class B-0 Units cancelled in substitution for: RSUs 899,674 Cash 133,559 Total number of Class B-0 Units cancelled 1,033,233 Class B-0 Units not cancelled Total Cash Amount payable in March 2017 (in thousands) $ 256 |
Schedule of Nonvested Share Activity [Table Text Block] | The following table presents the Class B-0 Units’ activity: Years Ended December 31, 2016 2015 Weighted Weighted Average Average Grant Date Grant Date Number of Fair Value Number of Fair Value B-0 Units per Unit B-0 Units per Unit Balance at beginning of year 1,337,486 $ 9.67 $ Offered Upon Closing of Business Combination 1,369,119 9.70 Awards not accepted due to resignation (16,327) 9.70 Net granted Upon Closing of Business Combination 1,352,792 9.70 Granted 100,000 6.34 50,000 8.80 Forfeited (404,253) 9.59 (65,306) 9.70 Cancelled pursuant to the Proposal (1,033,233) 9.37 Vested Balance at end of year $ 1,337,486 $ 9.67 |
Schedule of Unrecognized Compensation Cost, Nonvested Awards [Table Text Block] | The following table summarizes additional information related to compensation expense associated with the unvested Class B-0 Units (including Class B-0 units cancelled in consideration for the receipt of RSUs or cash) Estimated forfeiture rate The total compensation expense expected to be recognized in all future periods (in thousands) $ 1,059 Remaining weighted average period (in years) 0.21 |
Schedule of Share Based Compensation Estimated Forfeiture Percentage [Table Text Block] | The estimated forfeiture rates were as follows: December 31, 2016 2015 31 % 8 % |
Schedule of Nonvested Restricted Stock Units Activity [Table Text Block] | The following table presents the RSU activity for non-employees as well as employees that modified their B-0 Units: Year Ended December 31, 2016 2015 Weighted Weighted Average Average Grant Date Grant Date Number of Fair Value Number of Fair Value RSUs per Unit RSUs per Unit Balance at beginning of year Granted: 30,000 $ 9.85 $ Non-employee directors 105,273 2.37 30,000 9.85 In consideration for cancellation of B-0 units pursuant to the Proposal 899,674 9.33 Total - Granted 1,004,947 8.60 30,000 9.85 Forfeited Vested (30,000) 9.85 Balance at end of year 1,004,947 8.60 30,000 9.85 |
Schedule of Compensation Cost for Share-based Payment Arrangements, Allocation of Share-based Compensation Costs and Estimated Future Rate by Plan [Table Text Block] | The following table summarizes additional information related to compensation expense associated with the non-employee RSUs at December 31, 2016: Estimated forfeiture rate The total compensation expense expected to be recognized in all future periods (in thousands) $ 156 Remaining weighted average period (in years) 0.68 |
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 non-employee RSUs as follows: Year Ended December 31, 2016 2015 (Dollars in thousands) $ 125 $ 198 |
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 as follows: Year Ended December 31, 2016 2015 (Dollars in thousands) $ 3,964 $ 4,664 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Schedule of Components of Income Tax Expense (Benefit) [Table Text Block] | The following details the components of income tax (benefit) expense for the years ended December 31, 2016 and December 31, 2015: Year Ended December 31, (Dollars in thousands) 2016 2015 Current provision: Federal $ $ State and local Foreign (5) 155 Total current (benefit) expense (5) 155 Deferred provision: Federal State and local Foreign Total deferred (benefit) expense Total income tax (benefit) expense $ (5) $ 155 |
Schedule of Effective Income Tax Rate Reconciliation [Table Text Block] | The following is a reconciliation of the U.S. statutory federal income tax to the Company’s effective tax: December 31, 2016 2015 (Dollars in thousands) Income tax (benefit) expense at the US federal statutory income tax rate $ (1,288) $ (8,060) State and local income tax, net of federal benefit (290) (805) Foreign Tax (5) 155 Effect of permanent differences 6 715 Income attributable to non-controlling interests in Consolidated Funds not subject to tax (1,192) (51) Income attributable to non-controlling interests in ZGP not subject to tax 724 3,900 Pre-Business Combination deferred tax assets (767) Equity compensation shortfall adjustment 56 Provision to return adjustment 54 Adjustment of tax rate used to value deferred taxes 42 Valuation Allowance 1,888 5,068 Total $ (5) $ 155 |
Schedule of Deferred Tax Assets and Liabilities [Table Text Block] | These temporary differences result in taxable or deductible amounts in future years. Details of the Company's deferred tax assets and liabilities are summarized as follows: Year Ended December 31 (Dollars in thousands) 2016 2015 Deferred tax assets: Net operating losses $ 3,104 $ 3,034 Equity compensation 2,277 1,291 Start-up costs 591 638 Unrealized loss on investments and other temporary differences 984 105 Total deferred tax assets 6,956 5,068 Valuation allowance (6,956) (5,068) Total deferred tax assets (net of valuation allowance) Deferred tax liabilities: Unrealized gain on investments and other temporary differences Total deferred tax liabilities Total net deferred tax assets (liabilities) $ $ |
Summary of Operating Loss Carryforwards [Table Text Block] | As of December 31, 2016, the Company has estimated federal and state income tax net operating loss carryforwards, which will expire as follows: (Dollars in thousands) 2032 $ 1 2033 83 2034 122 2035 5,990 2036 1,640 Total $ 7,836 |
Related Party Transactions (Tab
Related Party Transactions (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Schedule of Capital Units [Table Text Block] | The total amount of investors’ capital balances that are not being charged fees were approximately as follows: At December 31, 2016 2015 (Dollars in thousands) $ 21,713 $ 27,918 |
Schedule of Asset Under Management [Table Text Block] | At December 31, 2016 2015 (Dollars in thousands) $ 560,272 $ 562,329 |
Schedule Of Other Direct Costs [Table Text Block] | The Company incurred the following Other Direct Costs: Year Ended December 31, 2016 2015 (Dollars in thousands) $ 155 $ 42 |
Schedule of Related Party Transactions [Table Text Block] | The Company allocated the following amounts to the ZAIS Managed Entities: Year Ended December 31, 2016 2015 (Dollars in thousands) $ 1,914 $ 2,282 |
Mr. Ramsey [Member] | |
Schedule of Related Party Transactions [Table Text Block] | Amounts payable to Mr. Ramsey pursuant to the Consulting Agreement are as follows: At December 31, 2016 2015 (Dollars in thousands) $ $ 42 |
Schedule Of Consulting Fee Expenses [Table Text Block] | The Company has recorded the following expense related to the Consulting Agreement: Year Ended December 31, 2016 2015 (Dollars in thousands) $ 500 $ 395 |
Ms. Rohan [Member] | |
Schedule of Related Party Transactions [Table Text Block] | Amounts payable to Ms. Rohan pursuant to the consulting agreement are as follows: At December 31, 2016 2015 (Dollars in thousands) $ 16 $ 9 |
Schedule Of Consulting Fee Expenses [Table Text Block] | The Company recognized the following amounts for her services based on U.S. Dollars: Year Ended December 31, 2016 2015 (Dollars in thousands) $ 101 $ 120 |
ZAIS Managed Entities [Member] | |
Schedule Of Other Direct Costs [Table Text Block] | The Other Direct Costs due to ZAIS Group from the ZAIS Managed Entities are as follows: At December 31, 2016 2015 (Dollars in thousands) $ 117 $ 32 |
Schedule of Related Party Transactions [Table Text Block] | The amounts due from the ZAIS Managed Entities relating to this arrangement are as follows: At December 31, 2016 2015 (Dollars in thousands) $ 581 $ 650 |
Property and Equipment (Tables)
Property and Equipment (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant and Equipment [Table Text Block] | Property and equipment consist of the following: At December 31, 2016 2015 (Dollars in thousands) Office equipment $ 3,098 $ 3,088 Leasehold improvements 684 853 Furniture and fixtures 572 574 Software 409 409 4,763 4,924 Less accumulated depreciation and amortization (4,489) (4,380) Total $ 274 $ 544 |
Schedule Of Depreciation Expense Related To Fixed Assets [Table Text Block] | The Company recognized depreciation and amortization expense as follows: Year Ended December 31, 2016 2015 (Dollars in thousands) $ 267 $ 730 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of Rent Expense [Table Text Block] | The Company incurred rent expense as follows: Year Ended December 31, 2016 2015 (Dollars in thousands) $ 1,006 $ 1,488 |
Schedule of Future Minimum Rental Payments for Operating Leases [Table Text Block] | Aggregate future minimum annual rental payments for the periods subsequent to December 31, 2016 are approximately as follows: Period (Dollars in thousands) Ten months ending October 31, 2017 $ 483 |
Earnings Per Share (Tables)
Earnings Per Share (Tables) | 12 Months Ended |
Dec. 31, 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: Year Ended December 31, 2016 2015 (Dollars in thousands, except shares and per share amounts) Numerator: Consolidated Net Income (Loss), net of tax, attributable to ZAIS Group Holdings, Inc. Class A common stockholders (Basic) $ (5,160) $ (13,805) Effect of dilutive securities: Consolidated Net Income (Loss), net of tax, attributable to non-controlling interests in ZGP (2,129) (10,206) Less: Consolidated Net Income (Loss), net of tax, attributable to ZAIS REIT Management, LLC Class B Members (1) (477) (570) Income tax (benefit) expense (2) Consolidated Net Income (Loss), net of tax, attributable to stockholders, after effect of dilutive securities $ (7,766) $ (24,581) Denominator: Weighted average number of shares of Class A Common Stock 13,891,245 10,982,726 Effect of dilutive securities: Weighted average number of Class A Units of ZGP 7,000,000 7,000,000 Dilutive number of B-0 Units and RSUs (3) Diluted weighted average shares outstanding (4) 20,891,245 17,982,726 Consolidated Net Income (Loss), net of tax, per Class A common share Basic $ (0.37) $ (1.26) Consolidated Net Income (Loss), net of tax, per Class A common share Diluted $ (0.37) $ (1.37) (1) Amount represents portion of the management fee income received from ZFC REIT that is payable to holders of Class B interests in ZAIS REIT Management. (2) Income tax (benefit) expense is calculated using an assumed tax rate of 36.56 31.72 which fully offset by 100 (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 of ZAIS and employees of ZAIS Group. These Class B-0 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 Inform39
Supplemental Financial Information (Unaudited) (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Statement of Financial Position [Abstract] | |
Schedule Of Consolidated Funds on the Company’s Financial Position [Table Text Block] | The following supplemental financial information illustrates the consolidating effects of the Consolidated Funds on the Company’s financial condition and results of operations: At December 31, 2016 Consolidated ZAIS Funds Eliminations Consolidated ( Dollars in thousands ) Assets Cash and cash equivalents $ 38,712 $ $ $ 38,712 Income and fees receivable 8,805 8,805 Investments, at fair value Investments in affiliates, at fair value 29,554 (24,281) 5,273 Due from related parties 734 734 Property and equipment, net 274 274 Prepaid expenses 906 906 Other assets 348 348 Assets of Consolidated Funds Cash and cash equivalents 37,080 37,080 Investments, at fair value 423,871 (19,506) 404,365 Due from broker 16,438 16,438 Other assets 1,254 (44) 1,210 Total Assets $ 79,333 $ 478,643 $ (43,831) $ 514,145 Liabilities and Equity Liabilities Notes payable $ 1,263 $ $ $ 1,263 Compensation payable 7,836 7,836 Due to related parties 31 31 Fees payable 2,439 2,439 Other liabilities 1,127 1,127 Liabilities of Consolidated Funds Notes payable of Consolidated CLO 404,407 (19,506) 384,901 Due to broker 24,462 24,462 Other liabilities 2,165 (44) 2,121 Total Liabilities 12,696 431,034 (19,550) 424,180 Commitments and Contingencies (Note 13) Equity Preferred Stock Class A Common Stock 1 1 Class B Common Stock Additional paid-in-capital 63,413 63,413 Retained earnings (Accumulated deficit) (18,965) (18,965) Accumulated other comprehensive income (loss) (70) (70) Total stockholders’ equity, ZAIS Group Holdings, Inc. 44,379 44,379 Non-controlling interests in ZAIS Group Parent, LLC 22,258 22,258 Non-controlling interests in Consolidated Funds 47,609 (24,281) 23,328 Total Equity 66,637 47,609 (24,281) 89,965 Total Liabilities and Equity $ 79,333 $ 478,643 $ (43,831) $ 514,145 At December 31, 2015 Consolidated ZAIS Funds 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 Property and equipment, net 544 544 Prepaid expenses 776 776 Other assets 310 310 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 13) 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 Year Ended December 31, 2016 Consolidated ZAIS Funds Eliminations Consolidated ( Dollars in thousands ) Revenues Management fee income $ 22,271 $ $ (256) $ 22,015 Incentive income 9,346 9,346 Other revenues 316 316 Income of Consolidated Funds Total Revenues 31,933 (256) 31,677 Expenses Compensation and benefits 31,380 31,380 General, administrative and other 12,263 12,263 Depreciation and amortization 267 267 Expenses of Consolidated Funds 338 (256) 82 Total Expenses 43,910 338 (256) 43,992 Other Income (loss) Net gain (loss) on investments 3,921 (3,648) 273 Other income (expense) 762 762 Net gains (losses) of Consolidated Funds’ investments 7,491 842 8,333 Net gain (loss) on beneficial interest of collateralized financing entity (842) (842) Total Other Income (Loss) 4,683 7,491 (3,648) 8,526 Income (loss) before income taxes (7,294) 7,153 (3,648) (3,789) Income tax (benefit) expense (5) (5) Consolidated net income (loss), net of tax (7,289) 7,153 (3,648) (3,784) Other Comprehensive Income (Loss), net of tax Foreign currency translation adjustment (343) (343) Total Comprehensive Income (Loss) $ (7,632) $ 7,153 $ (3,648) $ (4,127) Year Ended December 31, 2015 Consolidated ZAIS Funds Eliminations Consolidated ( Dollars in thousands ) Revenues Management fee income $ 15,802 $ $ $ 15,802 Incentive income 7,131 7,131 Other revenues 298 298 Income of Consolidated Funds Total Revenues 23,231 23,231 Expenses Compensation and benefits 26,971 26,971 General, administrative and other 17,064 17,064 Depreciation and amortization 730 730 Expenses of Consolidated Funds 206 206 Total Expenses 44,765 206 44,971 Other Income (loss) Net gain (loss) on investments 186 (154) 32 Other income (expense) 147 147 Impairment loss on goodwill (2,655) (2,655) Net gains (losses) of Consolidated Funds’ investments 509 509 Total Other Income (Loss) (2,322) 509 (154) (1,967) Income (loss) before income taxes (23,856) 303 (154) (23,707) Income tax (benefit) expense 155 155 Consolidated net income (loss), net of tax (24,011) 303 (154) (23,862) Other Comprehensive Income (Loss), net of tax Foreign currency translation adjustment 238 238 Total Comprehensive Income (Loss) $ (23,773) $ 303 $ (154) $ (23,624) |
Organization (Details)
Organization (Details) - USD ($) $ in Millions | Dec. 31, 2016 | Dec. 31, 2015 |
Assets under Management, Carrying Amount | $ 3,444 | $ 4,157 |
Organization (Details Textual)
Organization (Details Textual) - USD ($) $ / shares in Units, $ in Millions | Dec. 31, 2016 | Oct. 31, 2016 | Dec. 31, 2015 | Mar. 31, 2014 |
Management Fees Receivable Subject To Compromise Early Contract Termination Fees | $ 8 | |||
ZAIS [Member] | ||||
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 |
Business Combination (Details)
Business Combination (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Business Acquisition [Line Items] | ||
Net proceeds from Business Combination | $ 0 | $ 73,516,000 |
ZAIS Group Parent, LLC [Member] | ||
Business Acquisition [Line Items] | ||
Cash in HF2’s Trust | 184,760,079 | |
Payment for HF2 redemptions | (102,282,526) | |
Payment for HF2’s expenses | (4,311,157) | |
Net Cash Received by ZGP from Business Combination | 78,166,396 | |
Less: Ramsey incentive fee and fees to underwriters | (4,650,000) | |
Net proceeds from Business Combination | $ 73,516,396 |
Business Combination (Details 1
Business Combination (Details 1) - ZAIS Group Holdings Inc [Member] | Mar. 17, 2015shares |
Business Acquisition [Line Items] | |
HF2 public shares outstanding prior to the Business Combination | 23,592,150 |
Less: redemption of HF2 public shares | (9,741,193) |
Total HF2 shares outstanding immediately prior to the effective date of the Business Combination | 13,850,957 |
Common shares issued as consideration to transaction underwriter | 150,000 |
Shares cancelled from HF2 founders' allocation | (130,040) |
Total shares of Class A common stock of ZAIS outstanding at closing, March 17, 2015 | 13,870,917 |
Business Combination (Details 2
Business Combination (Details 2) | Mar. 17, 2015shares |
ZAIS Group Holdings Inc [Member] | |
Business Acquisition [Line Items] | |
Limited Partners' Capital Account, Units Outstanding | 13,870,917 |
ZAIS Group, LLC [Member] | |
Business Acquisition [Line Items] | |
Limited Partners' Capital Account, Units Outstanding | 20,870,917 |
ZGP Founders [Member] | |
Business Acquisition [Line Items] | |
Limited Partners' Capital Account, Units Outstanding | 7,000,000 |
Business Combination (Details T
Business Combination (Details Textual) - USD ($) | 12 Months Ended | |||
Dec. 31, 2016 | Dec. 31, 2015 | Mar. 17, 2015 | Dec. 31, 2014 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Nonvested, Number of Shares, Beginning Balance | 0 | 1,337,486 | 0 | |
Common Class B [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Authorized | 6,800,000 | |||
Common Stock, Shares, Outstanding | 20,000,000 | 20,000,000 | ||
ZAIS [Member] | ||||
Equity Method Investment, Ownership Percentage | 66.50% | |||
Capital Unit, Class A [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Authorized | 2,800,000 | |||
Capital Unit, Class B [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Authorized | 1,600,000 | |||
Capital Unit, Class B [Member] | Minimum [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Nonvested, Number of Shares, Beginning Balance | 12.50 | |||
Capital Unit, Class B [Member] | Maximum [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Nonvested, Number of Shares, Beginning Balance | 21.50 | |||
ZAIS Group Parent, LLC [Member] | ||||
Incentive Fee Expense | $ 3,400,000 | |||
Redemption of shares | 9,741,193 | |||
Payments for Redemptions Under Business Combination | $ 102,282,526 | |||
Minimum Balance To be Kept Under HF2’s Trust Account | $ 65,000,000 |
Basis of Presentation and Sum46
Basis of Presentation and Summary of Significant Accounting Policies (Details Textual) - USD ($) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Cash, FDIC Insured Amount | $ 250,000 | |
Cash Equivalents, at Carrying Value | 29,000,000 | $ 16,600,000 |
Financial Instruments, Owned, US Government and Agency Obligations, at Fair Value | 8,000,000 | 26,000,000 |
Cumulative Effect of New Accounting Principle in Period of Adoption | (10,340,000) | |
Goodwill, Impairment Loss | $ 0 | 2,655,000 |
Investor [Member] | ||
Equity Method Investment, Ownership Percentage | 50.00% | |
Redeemable Non-controlling Interests [Member] | ||
Cumulative Effect of New Accounting Principle in Period of Adoption | $ (452,925,000) | |
Parent Company [Member] | ||
Equity Method Investment, Ownership Percentage | 50.00% |
Investments in Affiliates (Deta
Investments in Affiliates (Details) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Investments in and Advances to Affiliates, at Fair Value | $ 5,273 | $ 5,242 |
Investments in Affiliates (De48
Investments in Affiliates (Details 1) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Unrealized Gain (Loss) on Investments | $ 44 | $ (5) |
Investments in Affiliates (De49
Investments in Affiliates (Details Textual) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
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% of its total consolidated assets | the Company did not have any income related to these investments, individually or in the aggregate, which exceeded 10% of its total consolidated income |
Fair Value Measurements (Detail
Fair Value Measurements (Details) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Investments, at fair value: | ||
Investments in affiliates, at net asset value | $ 5,273 | $ 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 | 409,638 | 43,920 |
Investments, at fair value: | ||
Investments, Fair Value Disclosure | 404,365 | 38,678 |
Liabilities, at fair value: | ||
Liabilities Fair Value Disclosure | 384,901 | |
Consolidated Funds [Member] | Notes Payable of Consolidated CLOs [Member] | ||
Liabilities, at fair value: | ||
Liabilities Fair Value Disclosure | 384,901 | |
ZAIS CLO 5, Limited - Warehouse [Member] | ||
Investments, at fair value: | ||
Investments, Fair Value Disclosure | 30,509 | |
ZAIS CLO 6, Limited - Warehouse [Member] | Consolidated Funds [Member] | ||
Investments, at fair value: | ||
Investments, Fair Value Disclosure | 15,036 | |
Bank loans [Member] | Consolidated Funds [Member] | ||
Investments, at fair value: | ||
Investments, Fair Value Disclosure | 389,329 | |
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] | Consolidated Funds [Member] | ||
Investments, at fair value: | ||
Investments, Fair Value Disclosure | 0 | |
Liabilities, at fair value: | ||
Liabilities Fair Value Disclosure | 0 | |
Fair Value, Inputs, Level 1 [Member] | Consolidated Funds [Member] | Notes Payable of Consolidated CLOs [Member] | ||
Liabilities, at fair value: | ||
Liabilities Fair Value Disclosure | 0 | |
Fair Value, Inputs, Level 1 [Member] | ZAIS CLO 5, Limited - Warehouse [Member] | ||
Investments, at fair value: | ||
Investments, Fair Value Disclosure | 0 | |
Fair Value, Inputs, Level 1 [Member] | ZAIS CLO 6, Limited - Warehouse [Member] | Consolidated Funds [Member] | ||
Investments, at fair value: | ||
Investments, Fair Value Disclosure | 0 | |
Fair Value, Inputs, Level 1 [Member] | Bank loans [Member] | Consolidated Funds [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] | Consolidated Funds [Member] | ||
Investments, at fair value: | ||
Investments, Fair Value Disclosure | 0 | |
Liabilities, at fair value: | ||
Liabilities Fair Value Disclosure | 0 | |
Fair Value, Inputs, Level 2 [Member] | Consolidated Funds [Member] | Notes Payable of Consolidated CLOs [Member] | ||
Liabilities, at fair value: | ||
Liabilities Fair Value Disclosure | 0 | |
Fair Value, Inputs, Level 2 [Member] | ZAIS CLO 5, Limited - Warehouse [Member] | ||
Investments, at fair value: | ||
Investments, Fair Value Disclosure | 0 | |
Fair Value, Inputs, Level 2 [Member] | ZAIS CLO 6, Limited - Warehouse [Member] | Consolidated Funds [Member] | ||
Investments, at fair value: | ||
Investments, Fair Value Disclosure | 0 | |
Fair Value, Inputs, Level 2 [Member] | Bank loans [Member] | Consolidated Funds [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 | 404,365 | 30,509 |
Investments, at fair value: | ||
Investments in affiliates, at net asset value | 0 | 0 |
Investments, Fair Value Disclosure | 404,365 | 30,509 |
Fair Value, Inputs, Level 3 [Member] | Consolidated Funds [Member] | ||
Investments, at fair value: | ||
Investments, Fair Value Disclosure | 404,365 | |
Liabilities, at fair value: | ||
Liabilities Fair Value Disclosure | 384,901 | |
Fair Value, Inputs, Level 3 [Member] | Consolidated Funds [Member] | Notes Payable of Consolidated CLOs [Member] | ||
Liabilities, at fair value: | ||
Liabilities Fair Value Disclosure | 384,901 | |
Fair Value, Inputs, Level 3 [Member] | ZAIS CLO 5, Limited - Warehouse [Member] | ||
Investments, at fair value: | ||
Investments, Fair Value Disclosure | 30,509 | |
Fair Value, Inputs, Level 3 [Member] | ZAIS CLO 6, Limited - Warehouse [Member] | Consolidated Funds [Member] | ||
Investments, at fair value: | ||
Investments, Fair Value Disclosure | 15,036 | |
Fair Value, Inputs, Level 3 [Member] | Bank loans [Member] | Consolidated Funds [Member] | ||
Investments, at fair value: | ||
Investments, Fair Value Disclosure | $ 389,329 | |
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 Measurements (Deta51
Fair Value Measurements (Details 1) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Total liabilities, at fair value (Begainning Balance) | $ 30,509 | $ 0 |
Total investments, at fair value, Initial Consolidation | 361,399 | |
Total investments, at fair value, Purchases/Issuances | 143,594 | 30,000 |
Total investments, at fair value, Sales/Redemptions/Settlements | (137,144) | 0 |
Total investments, at fair value, Total Realized and Change in Unrealized Gains (Losses) | 5,783 | 509 |
Total investments, at fair value, Amortization of Discounts/Premiums | 224 | |
Total investments, at fair value, Transfers to (from) Level 3 | 0 | 0 |
Total investments, at fair value (Ending Balance) | 404,365 | 30,509 |
Total investments, at fair value, Assets Measured on Recurring Basis, Change in Unrealized Gains/Losses Relating to Assets and Liabilities Still Held | 5,381 | 509 |
Total liabilities, at fair value (Beginning Balance) | 0 | |
Total liabilities, at fair value, Initial Consolidation | 375,747 | |
Total liabilities, at fair value, Purchases/Issuances | 0 | |
Total liabilities, at fair value, Sales/Redemptions/Settlements | 0 | |
Total liabilities, at fair value, Realized and Unrealized Gains/Losses | 9,154 | |
Total liabilities, at fair value, Amortization of Discounts/Premiums | 0 | |
Total liabilities, at fair value, Transfers | 0 | |
Total liabilities, at fair value (Ending Balance) | 384,901 | 0 |
Total liabilities, at fair value, Assets Measured on Recurring Basis, Change in Unrealized Gain (Loss) | 9,154 | |
Notes Payable of Consolidated CLOs [Member] | ||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Total liabilities, at fair value (Beginning Balance) | 0 | |
Total liabilities, at fair value, Initial Consolidation | 375,747 | |
Total liabilities, at fair value, Purchases/Issuances | 0 | |
Total liabilities, at fair value, Sales/Redemptions/Settlements | 0 | |
Total liabilities, at fair value, Realized and Unrealized Gains/Losses | 9,154 | |
Total liabilities, at fair value, Amortization of Discounts/Premiums | 0 | |
Total liabilities, at fair value, Transfers | 0 | |
Total liabilities, at fair value (Ending Balance) | 384,901 | 0 |
Total liabilities, at fair value, Assets Measured on Recurring Basis, Change in Unrealized Gain (Loss) | 9,154 | |
Bank loans | ||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Total liabilities, at fair value (Begainning Balance) | 0 | |
Total investments, at fair value, Initial Consolidation | 361,399 | |
Total investments, at fair value, Purchases/Issuances | 118,594 | |
Total investments, at fair value, Sales/Redemptions/Settlements | (97,144) | |
Total investments, at fair value, Total Realized and Change in Unrealized Gains (Losses) | 6,256 | |
Total investments, at fair value, Amortization of Discounts/Premiums | 224 | |
Total investments, at fair value, Transfers to (from) Level 3 | 0 | |
Total investments, at fair value (Ending Balance) | 389,329 | 0 |
Total investments, at fair value, Assets Measured on Recurring Basis, Change in Unrealized Gains/Losses Relating to Assets and Liabilities Still Held | 5,345 | |
Collateralized Loan Obligations [Member] | ||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Total liabilities, at fair value (Begainning Balance) | 30,509 | 0 |
Total investments, at fair value, Purchases/Issuances | 30,000 | |
Total investments, at fair value, Sales/Redemptions/Settlements | 0 | |
Total investments, at fair value, Total Realized and Change in Unrealized Gains (Losses) | 509 | |
Total investments, at fair value, Transfers to (from) Level 3 | 0 | |
Total investments, at fair value (Ending Balance) | 30,509 | |
Total investments, at fair value, Assets Measured on Recurring Basis, Change in Unrealized Gains/Losses Relating to Assets and Liabilities Still Held | 509 | |
ZAIS CLO 6, Limited | ||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Total liabilities, at fair value (Begainning Balance) | 0 | |
Total investments, at fair value, Initial Consolidation | 0 | |
Total investments, at fair value, Purchases/Issuances | 15,000 | |
Total investments, at fair value, Sales/Redemptions/Settlements | 0 | |
Total investments, at fair value, Total Realized and Change in Unrealized Gains (Losses) | 36 | |
Total investments, at fair value, Amortization of Discounts/Premiums | 0 | |
Total investments, at fair value, Transfers to (from) Level 3 | 0 | |
Total investments, at fair value (Ending Balance) | 15,036 | 0 |
Total investments, at fair value, Assets Measured on Recurring Basis, Change in Unrealized Gains/Losses Relating to Assets and Liabilities Still Held | 36 | |
ZAIS CLO 5, Limited | ||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Total liabilities, at fair value (Begainning Balance) | 30,509 | |
Total investments, at fair value, Initial Consolidation | 0 | |
Total investments, at fair value, Purchases/Issuances | 10,000 | |
Total investments, at fair value, Sales/Redemptions/Settlements | (40,000) | |
Total investments, at fair value, Total Realized and Change in Unrealized Gains (Losses) | (509) | |
Total investments, at fair value, Amortization of Discounts/Premiums | 0 | |
Total investments, at fair value, Transfers to (from) Level 3 | 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 |
Fair Value Measurements (Deta52
Fair Value Measurements (Details 2) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Fair Value Assets and Liabilities Significant Unobservable Inputs [Line Items] | ||
Investments, Fair Value Disclosure | $ 8,169 | |
ZAIS CLO 5, Limited - Warehouse [Member] | ||
Fair Value Assets and Liabilities Significant Unobservable Inputs [Line Items] | ||
Investments, Fair Value Disclosure | 30,509 | |
Consolidated Funds [Member] | ||
Fair Value Assets and Liabilities Significant Unobservable Inputs [Line Items] | ||
Assets, Fair Value Disclosure | $ 409,638 | 43,920 |
Investments, Fair Value Disclosure | 404,365 | 38,678 |
Liabilities Fair Value Disclosure | 384,901 | |
Consolidated Funds [Member] | Notes Payable of Consolidated CLOs [Member] | ||
Fair Value Assets and Liabilities Significant Unobservable Inputs [Line Items] | ||
Liabilities Fair Value Disclosure | 384,901 | |
Consolidated Funds [Member] | ZAIS CLO 6, Limited - Warehouse [Member] | ||
Fair Value Assets and Liabilities Significant Unobservable Inputs [Line Items] | ||
Investments, Fair Value Disclosure | 15,036 | |
Bank loans [Member] | Consolidated Funds [Member] | ||
Fair Value Assets and Liabilities Significant Unobservable Inputs [Line Items] | ||
Investments, Fair Value Disclosure | 389,329 | |
Fair Value, Inputs, Level 3 [Member] | ||
Fair Value Assets and Liabilities Significant Unobservable Inputs [Line Items] | ||
Assets, Fair Value Disclosure | 404,365 | 30,509 |
Investments, Fair Value Disclosure | 404,365 | 30,509 |
Fair Value, Inputs, Level 3 [Member] | ZAIS CLO 5, Limited - Warehouse [Member] | ||
Fair Value Assets and Liabilities Significant Unobservable Inputs [Line Items] | ||
Investments, Fair Value Disclosure | 30,509 | |
Fair Value, Inputs, Level 3 [Member] | Consolidated Funds [Member] | ||
Fair Value Assets and Liabilities Significant Unobservable Inputs [Line Items] | ||
Investments, Fair Value Disclosure | 404,365 | |
Liabilities Fair Value Disclosure | 384,901 | |
Fair Value, Inputs, Level 3 [Member] | Consolidated Funds [Member] | Notes Payable of Consolidated CLOs [Member] | ||
Fair Value Assets and Liabilities Significant Unobservable Inputs [Line Items] | ||
Liabilities Fair Value Disclosure | $ 384,901 | |
Fair Value Measurements, Valuation Techniques | Measurement Alternative to ASC 820 | |
Fair Value Measurements Unobservable Input Description | Not applicable | |
Fair Value Input Reinvestment Spread Percentage Description | Not applicable | |
Fair Value, Inputs, Level 3 [Member] | Consolidated Funds [Member] | ZAIS CLO 6, Limited - Warehouse [Member] | ||
Fair Value Assets and Liabilities Significant Unobservable Inputs [Line Items] | ||
Investments, Fair Value Disclosure | $ 15,036 | |
Fair Value, Inputs, Level 3 [Member] | Bank loans [Member] | Consolidated Funds [Member] | ||
Fair Value Assets and Liabilities Significant Unobservable Inputs [Line Items] | ||
Investments, Fair Value Disclosure | $ 389,329 | |
Fair Value, Inputs, Level 3 [Member] | Minimum [Member] | Consolidated Funds [Member] | Notes Payable of Consolidated CLOs [Member] | ||
Fair Value Assets and Liabilities Significant Unobservable Inputs [Line Items] | ||
Fair Value Input Interest Rate | 0.00% | |
Fair Value, Inputs, Level 3 [Member] | Maximum [Member] | Consolidated Funds [Member] | Notes Payable of Consolidated CLOs [Member] | ||
Fair Value Assets and Liabilities Significant Unobservable Inputs [Line Items] | ||
Fair Value Input Interest Rate | 0.00% | |
Fair Value, Inputs, Level 3 [Member] | Weighted Average [Member] | Consolidated Funds [Member] | Notes Payable of Consolidated CLOs [Member] | ||
Fair Value Assets and Liabilities Significant Unobservable Inputs [Line Items] | ||
Fair Value Input Interest Rate | 0.00% | |
Broker quoted [Member] | Fair Value, Inputs, Level 3 [Member] | Bank loans [Member] | Consolidated Funds [Member] | ||
Fair Value Assets and Liabilities Significant Unobservable Inputs [Line Items] | ||
Assets, Fair Value Disclosure | $ 389,329 | |
Fair Value Measurements, Valuation Techniques | Broker quoted | |
Fair Value Measurements Unobservable Input Description | Not applicable | |
Fair Value Input Reinvestment Spread Percentage Description | Not applicable | |
Broker quoted [Member] | Fair Value, Inputs, Level 3 [Member] | Minimum [Member] | Bank loans [Member] | Consolidated Funds [Member] | ||
Fair Value Assets and Liabilities Significant Unobservable Inputs [Line Items] | ||
Fair Value Input Interest Rate | 0.00% | |
Broker quoted [Member] | Fair Value, Inputs, Level 3 [Member] | Maximum [Member] | Bank loans [Member] | Consolidated Funds [Member] | ||
Fair Value Assets and Liabilities Significant Unobservable Inputs [Line Items] | ||
Fair Value Input Interest Rate | 0.00% | |
Broker quoted [Member] | Fair Value, Inputs, Level 3 [Member] | Weighted Average [Member] | Bank loans [Member] | Consolidated Funds [Member] | ||
Fair Value Assets and Liabilities Significant Unobservable Inputs [Line Items] | ||
Fair Value Input Interest Rate | 0.00% | |
Cost plus excess spread [Member] | Fair Value, Inputs, Level 3 [Member] | Consolidated Funds [Member] | ZAIS CLO 6, Limited - Warehouse [Member] | ||
Fair Value Assets and Liabilities Significant Unobservable Inputs [Line Items] | ||
Assets, Fair Value Disclosure | $ 15,036 | |
Fair Value Measurements, Valuation Techniques | Cost plus excess spread | |
Fair Value Measurements Unobservable Input Description | Excess spread | |
Fair Value Input Reinvestment Spread percentage | 0.20% | |
Cost plus excess spread [Member] | Fair Value, Inputs, Level 3 [Member] | Consolidated Funds [Member] | ZAIS CLO 5, Limited - Warehouse [Member] | ||
Fair Value Assets and Liabilities Significant Unobservable Inputs [Line Items] | ||
Assets, Fair Value Disclosure | $ 30,509 | |
Fair Value Measurements, Valuation Techniques | Cost plus excess spread | |
Fair Value Measurements Unobservable Input Description | Excess spread | |
Fair Value Input Reinvestment Spread percentage | 1.70% | |
Cost plus excess spread [Member] | Fair Value, Inputs, Level 3 [Member] | Minimum [Member] | Consolidated Funds [Member] | ZAIS CLO 6, Limited - Warehouse [Member] | ||
Fair Value Assets and Liabilities Significant Unobservable Inputs [Line Items] | ||
Fair Value Input Interest Rate | 0.00% | |
Cost plus excess spread [Member] | Fair Value, Inputs, Level 3 [Member] | Minimum [Member] | Consolidated Funds [Member] | ZAIS CLO 5, Limited - Warehouse [Member] | ||
Fair Value Assets and Liabilities Significant Unobservable Inputs [Line Items] | ||
Fair Value Input Interest Rate | 0.00% | |
Cost plus excess spread [Member] | Fair Value, Inputs, Level 3 [Member] | Maximum [Member] | Consolidated Funds [Member] | ZAIS CLO 6, Limited - Warehouse [Member] | ||
Fair Value Assets and Liabilities Significant Unobservable Inputs [Line Items] | ||
Fair Value Input Interest Rate | 0.00% | |
Cost plus excess spread [Member] | Fair Value, Inputs, Level 3 [Member] | Maximum [Member] | Consolidated Funds [Member] | ZAIS CLO 5, Limited - Warehouse [Member] | ||
Fair Value Assets and Liabilities Significant Unobservable Inputs [Line Items] | ||
Fair Value Input Interest Rate | 0.00% | |
Cost plus excess spread [Member] | Fair Value, Inputs, Level 3 [Member] | Weighted Average [Member] | Consolidated Funds [Member] | ZAIS CLO 6, Limited - Warehouse [Member] | ||
Fair Value Assets and Liabilities Significant Unobservable Inputs [Line Items] | ||
Fair Value Input Interest Rate | 0.00% | |
Cost plus excess spread [Member] | Fair Value, Inputs, Level 3 [Member] | Weighted Average [Member] | Consolidated Funds [Member] | ZAIS CLO 5, Limited - Warehouse [Member] | ||
Fair Value Assets and Liabilities Significant Unobservable Inputs [Line Items] | ||
Fair Value Input Interest Rate | 0.00% |
Variable Interest Entities (Det
Variable Interest Entities (Details) - USD ($) $ in Thousands | Sep. 23, 2016 | Dec. 31, 2015 |
Schedule of Investments [Line Items] | ||
Investments, at fair value | $ 8,169 | |
ZAIS CLO 5 [Member] | ||
Schedule of Investments [Line Items] | ||
Initial investment, at par | $ 20,300 | 30,000 |
Investments, at fair value | $ 30,509 |
Variable Interest Entities (D54
Variable Interest Entities (Details 1) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Gain (Loss) on Investments [Line Items] | ||
Change in unrealized gain or loss | $ 44 | $ (5) |
Total | 273 | 32 |
ZAIS CLO 5 [Member] | ||
Gain (Loss) on Investments [Line Items] | ||
Change in unrealized gain or loss | (509) | 509 |
Dividend income | 8,806 | 0 |
Total | 8,297 | 509 |
ZAIS CLO 6, Limited [Member] | ||
Gain (Loss) on Investments [Line Items] | ||
Change in unrealized gain or loss | 36 | 0 |
Total | 36 | 0 |
Consolidated Entities [Member] | ||
Gain (Loss) on Investments [Line Items] | ||
Total | $ 8,333 | $ 509 |
Variable Interest Entities (D55
Variable Interest Entities (Details 2) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Schedule of Investments [Line Items] | ||
Investment in affiliates, at fair value | $ 5,273 | $ 5,242 |
Assets of Consolidated Funds - Investments at fair value | 8,169 | |
Variable Interest Entity, Not Primary Beneficiary, Aggregated Disclosure [Member] | ||
Schedule of Investments [Line Items] | ||
Investment in affiliates, at fair value | 272 | 228 |
Assets of Consolidated Funds - Investments at fair value | 15,036 | 30,509 |
Total | $ 15,308 | $ 30,737 |
Variable Interest Entities (D56
Variable Interest Entities (Details 3) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 |
Debt Instrument [Line Items] | |||
Cash and cash equivalents | $ 38,712 | $ 44,351 | $ 7,664 |
ZAIS CLO 5 [Member] | |||
Debt Instrument [Line Items] | |||
Cash and cash equivalents | 23,987 | ||
Investments, at fair value | 389,329 | ||
Total | 413,316 | ||
Other assets (liabilities), net | (8,909) | ||
Notes payable of consolidated CLO, at fair value | 404,407 | ||
Elimination of Consolidated Funds’ investments in CLO | (19,506) | ||
Notes payable of consolidated CLO, at fair value (net of eliminations) | $ 384,901 |
Variable Interest Entities (D57
Variable Interest Entities (Details 4) - Notes Payable of Consolidated CLOs [Member] $ in Thousands | 12 Months Ended |
Dec. 31, 2016USD ($) | |
Debt Instrument [Line Items] | |
Unpaid Principal Outstanding | $ 388,030 |
Fair Value | 384,901 |
Subordinated Notes [Member] | |
Debt Instrument [Line Items] | |
Unpaid Principal Outstanding | 27,635 |
Fair Value | $ 27,412 |
Weighted Average Maturity (in Years) | 11 years 9 months 29 days |
Stated Maturity Dates | Oct. 31, 2028 |
Senior Secured Notes [Member] | |
Debt Instrument [Line Items] | |
Unpaid Principal Outstanding | $ 360,395 |
Fair Value | $ 357,489 |
Weighted Average Interest Rate | 2.97% |
Weighted Average Maturity (in Years) | 11 years 9 months 29 days |
Stated Maturity Dates | Oct. 31, 2028 |
Variable Interest Entities (D58
Variable Interest Entities (Details Textual) - USD ($) $ in Thousands | 1 Months Ended | 12 Months Ended | |
Sep. 23, 2016 | Dec. 31, 2016 | Dec. 31, 2015 | |
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 the face amount of each tranche of the CLOs securities, (ii) an amount of the CLOs equity equal to 5% of the aggregate fair value of all of the CLOs 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 or (iii) the date that is two years after closing. | ||
Investment Owned, at Fair Value | $ 0 | $ 8,169 | |
ZAIS CLO 5 [Member] | |||
Variable Interest Entity [Line Items] | |||
Capitalization, Long-term Debt and Equity | $ 408,500 | ||
Equity Method Investments | 20,300 | $ 30,000 | |
Senior Notes | 368,000 | ||
Subordinated Debt | 40,500 | ||
Equity Method Investment, Aggregate Cost | $ 20,500 | ||
ZAIS CLO 5 [Member] | Senior Notes [Member] | |||
Variable Interest Entity [Line Items] | |||
Equity Method Investment, Ownership Percentage | 2.00% | ||
ZAIS CLO 5 [Member] | Subordinated Debt [Member] | |||
Variable Interest Entity [Line Items] | |||
Equity Method Investment, Ownership Percentage | 32.00% | ||
ZAIS CLO 6 Warehouse [Member] | |||
Variable Interest Entity [Line Items] | |||
Investment Owned, at Fair Value | $ 15,000 | ||
Zephyr A-6 [Member] | |||
Variable Interest Entity [Line Items] | |||
Dividends | $ 8,800 | ||
ZAIS Zephyr A-6, LP [Member] | |||
Variable Interest Entity [Line Items] | |||
Equity Method Investment, Ownership Percentage | 51.00% |
Management Fee Income and Inc59
Management Fee Income and Incentive Income (Details) - USD ($) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2016 | Dec. 31, 2015 | |||
Components of Management Fee Income and Incentive Income [Line Items] | ||||
Management Fee Income | $ 22,015 | $ 15,802 | ||
Management Fees, Incentive Revenue | 9,346 | 7,131 | ||
Asset Management Income [Member] | ||||
Components of Management Fee Income and Incentive Income [Line Items] | ||||
Management Fee Income | 22,015 | [1] | 15,802 | |
Incentive Fee Income [Member] | ||||
Components of Management Fee Income and Incentive Income [Line Items] | ||||
Management Fees, Incentive Revenue | [1] | 9,346 | [2] | 7,131 |
Collateralized Loan Obligations [Member] | Asset Management Income [Member] | ||||
Components of Management Fee Income and Incentive Income [Line Items] | ||||
Management Fee Income | 1,762 | [1] | 1,258 | |
Collateralized Loan Obligations [Member] | Incentive Fee Income [Member] | ||||
Components of Management Fee Income and Incentive Income [Line Items] | ||||
Management Fees, Incentive Revenue | [1] | $ 52 | [2] | $ 1,143 |
Percentage of Incentive Income Earned | [1] | 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% | [1] | 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 | [1] | 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% | [1] | 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 | [1] | 10.00% | ||
Funds and accounts [Member] | Asset Management Income [Member] | ||||
Components of Management Fee Income and Incentive Income [Line Items] | ||||
Management Fee Income | $ 9,748 | [1] | $ 11,587 | |
Funds and accounts [Member] | Incentive Fee Income [Member] | ||||
Components of Management Fee Income and Incentive Income [Line Items] | ||||
Management Fees, Incentive Revenue | [1] | $ 9,294 | [2] | $ 5,988 |
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] | 1.25% | |
Funds and accounts [Member] | Maximum [Member] | Incentive Fee Income [Member] | ||||
Components of Management Fee Income and Incentive Income [Line Items] | ||||
Percentage of Incentive Income Earned | [1] | 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% | [1] | 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 | [1] | 10.00% | 10.00% | |
ZFC REIT [Member] | Asset Management Income [Member] | ||||
Components of Management Fee Income and Incentive Income [Line Items] | ||||
Management Fee Income | $ 10,505 | [1] | $ 2,957 | |
Conditional Management Fees, Based on Net Asset Value, Percentage | 1.50% | [1] | 1.50% | |
Gross Amount [Member] | Asset Management Income [Member] | ||||
Components of Management Fee Income and Incentive Income [Line Items] | ||||
Management Fee Income | $ 22,271 | [1] | $ 15,802 | |
Gross Amount [Member] | Incentive Fee Income [Member] | ||||
Components of Management Fee Income and Incentive Income [Line Items] | ||||
Management Fees, Incentive Revenue | [1] | 9,346 | [2] | 7,131 |
Gross Amount [Member] | Collateralized Loan Obligations [Member] | Asset Management Income [Member] | ||||
Components of Management Fee Income and Incentive Income [Line Items] | ||||
Management Fee Income | 1,762 | [1] | 1,258 | |
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 | [1] | 52 | [2] | 1,143 |
Gross Amount [Member] | Funds and accounts [Member] | Asset Management Income [Member] | ||||
Components of Management Fee Income and Incentive Income [Line Items] | ||||
Management Fee Income | 10,004 | [1] | 11,587 | |
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 | [1] | 9,294 | [2] | 5,988 |
Gross Amount [Member] | ZFC REIT [Member] | Asset Management Income [Member] | ||||
Components of Management Fee Income and Incentive Income [Line Items] | ||||
Management Fee Income | 10,505 | [1] | 2,957 | |
Elimination [Member] | ||||
Components of Management Fee Income and Incentive Income [Line Items] | ||||
Management Fee Income | (256) | 0 | ||
Management Fees, Incentive Revenue | 0 | 0 | ||
Elimination [Member] | Asset Management Income [Member] | ||||
Components of Management Fee Income and Incentive Income [Line Items] | ||||
Management Fee Income | (256) | [1] | 0 | |
Elimination [Member] | Incentive Fee Income [Member] | ||||
Components of Management Fee Income and Incentive Income [Line Items] | ||||
Management Fees, Incentive Revenue | [1] | 0 | [2] | 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 | [1] | 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 | [1] | 0 | [2] | 0 |
Elimination [Member] | Funds and accounts [Member] | Asset Management Income [Member] | ||||
Components of Management Fee Income and Incentive Income [Line Items] | ||||
Management Fee Income | (256) | [1] | 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 | [1] | 0 | [2] | 0 |
Elimination [Member] | ZFC REIT [Member] | Asset Management Income [Member] | ||||
Components of Management Fee Income and Incentive Income [Line Items] | ||||
Management Fee Income | $ 0 | [1] | $ 0 | |
[1] | Certain management and incentive fees have been and may in the future be waived and therefore the actual fees rates may be lower than those reflected in the range. | |||
[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 Entity’s operative agreement. |
Management Fee Income and Inc60
Management Fee Income and Incentive Income (Details 1) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Components of Management Fee Income and Incentive Income [Line Items] | ||
Management fee income credit | $ 215 | $ 221 |
Incentive income credit | 2,328 | 59 |
Total | $ 2,543 | $ 280 |
Management Fee Income and Inc61
Management Fee Income and Incentive Income (Details 2) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Components of Management Fee Income and Incentive Income [Line Items] | ||
Management fee income | $ 1,284 | $ 1,670 |
Incentive income | 7,521 | 859 |
Total | $ 8,805 | $ 2,529 |
Management Fee Income and Inc62
Management Fee Income and Incentive Income (Details 3) | 12 Months Ended |
Dec. 31, 2016 | |
Investors Two [Member] | |
Product Information [Line Items] | |
Concentration Risk, Percentage | 29.30% |
Ten Investor [Member] | |
Product Information [Line Items] | |
Concentration Risk, Percentage | 43.20% |
Sales Revenue, Net [Member] | Investors Two [Member] | |
Product Information [Line Items] | |
Concentration Risk, Percentage | 30.10% |
Sales Revenue, Net [Member] | Ten Investor [Member] | |
Product Information [Line Items] | |
Concentration Risk, Percentage | 42.50% |
Management Fee Income and Inc63
Management Fee Income and Incentive Income (Details Textual) $ in Millions | Oct. 31, 2016USD ($) |
Components of Management Fee Income and Incentive Income [Line Items] | |
Management Fees Receivable Subject To Compromise Early Contract Termination Fees | $ 8 |
Notes Payable (Details)
Notes Payable (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Interest Expense, Debt | $ 9 | $ 5 |
Notes Payable (Details Textual)
Notes Payable (Details Textual) $ in Thousands | Mar. 17, 2015USD ($) |
Notes Payable, Other Payables [Member] | |
Debt Instrument [Line Items] | |
Debt Instrument, Face Amount | $ 1,250 |
Compensation (Details)
Compensation (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Salaries | $ 10,727 | $ 14,032 |
Bonus | 13,665 | 4,080 |
Points | 0 | 32 |
Commissions | 3 | 170 |
Income Unit Plan | 0 | 198 |
Severance | 995 | 1,116 |
Equity-Based Compensation | 4,089 | 4,862 |
Payroll taxes and benefits | 1,901 | 2,481 |
Total | $ 31,380 | $ 26,971 |
Compensation (Details 1)
Compensation (Details 1) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Number of Class B-0 Units cancelled | 1,033,233 | |
Class B-0 Units not cancelled | 0 | |
Total Cash Amount payable in March 2017 | $ 256 | |
Cash [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Number of Class B-0 Units cancelled | 133,559 | |
Restricted Stock Units (RSUs) [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Number of Class B-0 Units cancelled | 899,674 | 0 |
Compensation (Details 2)
Compensation (Details 2) - $ / shares | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
B-0 Units, Beginning Balance | 1,337,486 | 0 |
B-0 Units, Offered - Upon Closing of Business Combination | 0 | 1,369,119 |
B-0 Units, Awards not accepted due to resignation | 0 | (16,327) |
B-0 Units, Net granted - Upon Closing of Business Combination | 0 | 1,352,792 |
B-0 Units, Granted | 100,000 | 50,000 |
B-0 Units, Forfeited | (404,253) | (65,306) |
B-0 Units, Cancelled pursuant to the Proposal | (1,033,233) | 0 |
B-0 Units, Vested | 0 | 0 |
B-0 Units, Ending Balance | 0 | 1,337,486 |
Weighted Average Grant Date Fair Value per Unit, Beginning Balance | $ 9.67 | $ 0 |
Offered - Upon Closing of Business Combination, Weighted Average Grant Date Fair Value per Unit | 0 | 9.70 |
Net granted - Upon Closing of Business Combination, Weighted Average Grant Date Fair Value per Unit | 0 | 9.70 |
Awards not accepted due to resignation, Weighted Average Grant Date Fair Value per Unit | 0 | 9.70 |
Weighted Average Grant Date Fair Value per Unit, Granted | 6.34 | 8.80 |
Weighted Average Grant Date Fair Value per Unit, Forfeited | 9.59 | 9.70 |
Weighted Average Grant Date Fair Value per Unit, Cancelled pursuant to the Proposal | 9.37 | 0 |
Weighted Average Grant Date Fair Value per Unit, Vested | 0 | 0 |
Weighted Average Grant Date Fair Value per Unit, Ending Balance | $ 0 | $ 9.67 |
Compensation (Details 3)
Compensation (Details 3) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Class B-O Units [Member] | ||
Share-based Compensation | $ 3,964 | $ 4,664 |
Compensation (Details 4)
Compensation (Details 4) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Estimated forfeiture rate | 31.00% | 8.00% |
Capital Unit, Class B [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Estimated forfeiture rate | 0.00% | |
The total compensation expense expected to be recognized in all future periods | $ 1,059 | |
Remaining weighted average period | 2 months 16 days |
Compensation (Details 5)
Compensation (Details 5) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Estimated Forfeiture Percentage | 31.00% | 8.00% |
Compensation (Details 6)
Compensation (Details 6) - $ / shares | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
RSUs, Forfeited | 1,033,233 | |
Restricted Stock Units (RSUs) [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
RSUs, Beginning Balance | 30,000 | 0 |
RSUs, Granted | 1,004,947 | 30,000 |
RSUs, Forfeited | 899,674 | 0 |
RSUs, Vested | (30,000) | 0 |
RSUs, Ending Balance | 1,004,947 | 30,000 |
Weighted Average Grant Date Fair Value per Unit, Beginning Balance | $ 9.85 | $ 0 |
Weighted Average Grant Date Fair Value per Unit, Granted | 8.60 | 9.85 |
Weighted Average Grant Date Fair Value per Unit, Forfeited | 0 | 0 |
Weighted Average Grant Date Fair Value per Unit, Vested | 9.85 | 0 |
Weighted Average Grant Date Fair Value per Unit, Ending Balance | $ 8.60 | $ 9.85 |
Restricted Stock Units (RSUs) [Member] | Capital Unit, Class B [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
RSUs, Granted | 899,674 | 0 |
Weighted Average Grant Date Fair Value per Unit, Granted | $ 9.33 | $ 0 |
Restricted Stock Units (RSUs) [Member] | Non Employee Directors [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
RSUs, Granted | 105,273 | 30,000 |
Weighted Average Grant Date Fair Value per Unit, Granted | $ 2.37 | $ 9.85 |
Compensation (Details 7)
Compensation (Details 7) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Restricted Stock Units (RSUs) [Member] | ||
Share-based Compensation | $ 125 | $ 198 |
Compensation (Details 8)
Compensation (Details 8) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Estimated forfeiture rate | 31.00% | 8.00% |
Restricted Stock Units (RSUs) [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Estimated forfeiture rate | 0.00% | |
The total compensation expense expected to be recognized in all future periods | $ 156 |
Compensation (Details Textual)
Compensation (Details Textual) | 1 Months Ended | 12 Months Ended | |||
Mar. 08, 2016 | Dec. 31, 2016USD ($)$ / sharesshares | Dec. 31, 2015USD ($)shares | Dec. 31, 2013 | Mar. 17, 2015shares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Restructuring and Related Cost, Number of Positions Eliminated | 23 | ||||
Severance Costs | $ 995,000 | $ 1,116,000 | |||
Share-based Compensation Arrangement by Share-based Payment Award, Plan Modification, Fair Value of Awards Modified | 256,000 | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Plan Modification, Liability Recognized | 230,000 | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Plan Modification, Incremental Compensation Cost | $ 26,000 | ||||
Class B-0 Units [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Plan Modification, Number of Employees Affected | 28 | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Plan Modification, Description and Terms | either (a) Restricted Stock Units (RSUs) of ZAIS, on a one-for-one basis, or (b)an amount of cash per Class B-0 Unit cancelled (the Cash Amount) equal to $1.92, which was the average of the daily closing prices of Class A Common Stock of ZAIS for the three calendar months ended November 30, 2016 (the Proposal). | ||||
Retention Bonus [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Deferred Compensation Arrangement with Individual, Distributions Paid | $ 900,000 | ||||
Retention Payment Plan [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Payments to Employees | 4,600,000 | ||||
Severance Costs | 762,000 | ||||
Increase In Estimated Forfeiture Of Share Based Compensation Due To Reduction In Compensation And Benefits Amount | $ 1,200,000 | ||||
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 | ||||
Restricted Stock Units (RSUs) [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period | shares | 1,004,947 | 30,000 | |||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Vested in Period, Fair Value | $ 82,200 | ||||
Share Price | $ / shares | $ 2.74 | ||||
Restricted Stock Units (RSUs) [Member] | Class B-0 Units [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period | shares | 899,674 | ||||
Restricted Stock Units (RSUs) [Member] | 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, Equity Instruments Other than Options, Grants in Period | shares | 899,674 | 0 | |||
2016 Bonus Awards [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Deferred Compensation Share-based Arrangements, Liability, Current and Noncurrent | $ 7,400,000 | ||||
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 | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Current provision: | ||
Federal | $ 0 | $ 0 |
State and local | 0 | 0 |
Foreign | (5) | 155 |
Total current (benefit) expense | (5) | 155 |
Deferred provision: | ||
Federal | 0 | 0 |
State and local | 0 | 0 |
Foreign | 0 | 0 |
Total deferred (benefit) expense | 0 | 0 |
Total income tax (benefit) expense | $ (5) | $ 155 |
Income Taxes (Details 1)
Income Taxes (Details 1) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Income tax (benefit) expense at the US federal statutory income tax rate | $ (1,288) | $ (8,060) |
State and local income tax, net of federal benefit | (290) | (805) |
Foreign tax | (5) | 155 |
Effect of permanent differences | 6 | 715 |
Pre-Business Combination deferred tax assets | 0 | (767) |
Equity compensation shortfall adjustment | 56 | 0 |
Adjustment of tax rate used to value deferred taxes | 42 | 0 |
Valuation allowance | 1,888 | 5,068 |
Total | (5) | 155 |
Provision to return adjustment | 54 | 0 |
Consolidated Funds [Member] | ||
Income attributable to non-controlling interests | (1,192) | (51) |
ZAIS Group, LLC [Member] | ||
Income attributable to non-controlling interests | 724 | 3,900 |
Total | $ (5) | $ 155 |
Income Taxes (Details 2)
Income Taxes (Details 2) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Deferred tax assets: | ||
Net operating losses | $ 3,104 | $ 3,034 |
Equity compensation | 2,277 | 1,291 |
Start-up costs | 591 | 638 |
Unrealized loss on investments and other temporary differences | 984 | 105 |
Total deferred tax assets | 6,956 | 5,068 |
Valuation allowance | (6,956) | (5,068) |
Total deferred tax assets (net of valuation allowance) | 0 | 0 |
Deferred tax liabilities: | ||
Unrealized gain on investments and other temporary differences | 0 | 0 |
Total deferred tax liabilities | 0 | 0 |
Total net deferred tax assets (liabilities) | $ 0 | $ 0 |
Income Taxes (Details 4)
Income Taxes (Details 4) $ in Thousands | Dec. 31, 2016USD ($) |
Income Tax [Line Items] | |
Deferred Tax Assets, Operating Loss Carryforwards, Subject to Expiration | $ 7,836 |
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 | $ 1,640 |
Income Taxes (Details Textual)
Income Taxes (Details Textual) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Income Tax [Line Items] | ||
Deferred Tax Assets, Valuation Allowance | $ (6,956) | $ (5,068) |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
ZAIS Managed Entities [Member] | ||
Related Party Transaction [Line Items] | ||
Capital | $ 21,713 | $ 27,918 |
Related Party Transactions (D82
Related Party Transactions (Details 1) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Related Party Transaction [Line Items] | ||
Due from Related Parties | $ 734 | $ 748 |
Zais Clo 1 Zais Clo 2 [Member] | ||
Related Party Transaction [Line Items] | ||
Due from Related Parties | $ 560,272 | $ 562,329 |
Related Party Transactions (D83
Related Party Transactions (Details 2) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
ZAIS Managed Entities [Member] | ||
Related Party Transaction [Line Items] | ||
General, administrative and other expenses | $ 1,914 | $ 2,282 |
Related Party Transactions (D84
Related Party Transactions (Details 3) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Related Party Transaction [Line Items] | ||
Due from Related Parties | $ 734 | $ 748 |
ZAIS Managed Entities [Member] | ||
Related Party Transaction [Line Items] | ||
Due from Related Parties | $ 581 | $ 650 |
Related Party Transactions (D85
Related Party Transactions (Details 4) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
ZAIS Managed Entities [Member] | ||
Related Party Transaction [Line Items] | ||
Other Direct Costs | $ 155 | $ 42 |
Related Party Transactions (D86
Related Party Transactions (Details 5) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Related Party Transaction [Line Items] | ||
Due from Related Parties | $ 734 | $ 748 |
ZAIS Managed Entities and Other Related Parties [Member] | ||
Related Party Transaction [Line Items] | ||
Due from Related Parties | $ 117 | $ 32 |
Related Party Transactions (D87
Related Party Transactions (Details 6) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Mr. Ramsey [Member] | General and Administrative Expense [Member] | ||
Related Party Transaction [Line Items] | ||
Consulting Fees Expenses | $ 500 | $ 395 |
Related Party Transactions (D88
Related Party Transactions (Details 7) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Mr. Ramsey [Member] | ||
Due to Related Parties, Noncurrent | $ 0 | $ 42 |
Related Party Transactions (D89
Related Party Transactions (Details 8) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Ms. Rohan [Member] | General and Administrative Expense [Member] | ||
Related Party Transaction [Line Items] | ||
Consulting Fees Expenses | $ 101 | $ 120 |
Related Party Transactions (D90
Related Party Transactions (Details 9) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Related Party Transaction [Line Items] | ||
Due from Related Parties | $ 734 | $ 748 |
Zais Employee Loans [Member] | ||
Related Party Transaction [Line Items] | ||
Due from Related Parties | $ 16 | $ 9 |
Related Party Transactions (D91
Related Party Transactions (Details Textual) | 12 Months Ended |
Dec. 31, 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 |
ZAIS Managed Entities [Member] | Ms. Rohan [Member] | |
Related Party Transaction [Line Items] | |
Consulting Fees | $ 76,000 |
Property and Equipment (Details
Property and Equipment (Details) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Property, Plant and Equipment [Line Items] | ||
Office equipment | $ 3,098 | $ 3,088 |
Leasehold improvements | 684 | 853 |
Furniture and fixtures | 572 | 574 |
Software | 409 | 409 |
Property, Plant and Equipment, Gross | 4,763 | 4,924 |
Less accumulated depreciation and amortization | (4,489) | (4,380) |
Total | $ 274 | $ 544 |
Property and Equipment (Detai93
Property and Equipment (Details 1) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Property, Plant and Equipment [Line Items] | ||
Depreciation, Depletion and Amortization | $ 267 | $ 730 |
Commitments and Contingencies94
Commitments and Contingencies (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Operating Leases, Rent Expense | $ 1,006 | $ 1,488 |
Commitments and Contingencies95
Commitments and Contingencies (Details 1) $ in Thousands | Dec. 31, 2016USD ($) |
Future Minimum Rental Payments For Operating Leases [Line Items] | |
Ten months ending October 31, 2017 | $ 483 |
Commitments and Contingencies96
Commitments and Contingencies (Details Textual) | 1 Months Ended | 12 Months Ended | |||
Sep. 30, 2016USD ($)a | Apr. 22, 2016USD ($) | Dec. 31, 2016USD ($) | Dec. 31, 2015USD ($) | Jan. 31, 2017USD ($) | |
Future Minimum Rental Payments For Operating Leases [Line Items] | |||||
Other Commitment, Total | $ 51,000,000 | ||||
Capital Contribution To Subsidiary | $ 20,500,000 | ||||
Legal Cost Reimbursement Description | 500,000 | ||||
Proceeds from Insurance Settlement, Operating Activities | $ 890,000 | ||||
Payments For Lease Termination Fee | $ 20,000 | ||||
Net Rentable Area | a | 2,600 | ||||
Related Party Transaction, Amounts of Transaction | 13,000 | ||||
Payments For Legal And Other Costs | 330,000 | $ 580,000 | |||
Other Assets [Member] | |||||
Future Minimum Rental Payments For Operating Leases [Line Items] | |||||
Insurance Settlements Receivable | $ 20,000 | ||||
Berkshire Capital Securities, LLC [Member] | |||||
Future Minimum Rental Payments For Operating Leases [Line Items] | |||||
Reimbursement Expenses Maximum Limit | $ 750,000 | ||||
Reimbursement Expenses Maximum Limit Percentage | 2.00% | ||||
Related Party Transaction, Amounts of Transaction | $ 100,000 | ||||
Management Fee Expense | $ 15,000 | ||||
Subsequent Event [Member] | |||||
Future Minimum Rental Payments For Operating Leases [Line Items] | |||||
Capital Contribution To Subsidiary | $ 6,100,000 | ||||
Other Nonoperating Income (Expense) [Member] | |||||
Future Minimum Rental Payments For Operating Leases [Line Items] | |||||
Legal Fees | $ 580,000 | ||||
Future Obligation One [Member] | Subsequent Event [Member] | |||||
Future Minimum Rental Payments For Operating Leases [Line Items] | |||||
Other Commitment, Total | $ 0 |
Stockholders' Equity (Details T
Stockholders' Equity (Details Textual) - USD ($) | 12 Months Ended | |
Dec. 31, 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 |
Business Combination, Consideration Transferred, Equity Interests Issued and Issuable | $ 19,000 | |
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 | |
Business Combination, Consideration Transferred, Equity Interests Issued and Issuable | $ 0 | |
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 |
Business Combination, Consideration Transferred, Equity Interests Issued and Issuable | $ 0 | |
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Authorized | 6,800,000 | |
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period | 5 years | |
Common Class B [Member] | Minimum [Member] | ||
Stockholder Equity [Line Items] | ||
Average Closing Price Per Share | $ 12.50 | |
Common Class B [Member] | Maximum [Member] | ||
Stockholder Equity [Line Items] | ||
Average Closing Price Per Share | $ 21.50 | |
Common Class B [Member] | Share-based Compensation Award, Tranche One [Member] | ||
Stockholder Equity [Line Items] | ||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Authorized | 1,600,000 | |
Common Class B [Member] | Share-based Compensation Award, Tranche Two [Member] | ||
Stockholder Equity [Line Items] | ||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Authorized | 5,200,000 | |
Common Class B [Member] | HF2 Financial Management Inc [Member] | ||
Stockholder Equity [Line Items] | ||
Business Combination, Consideration Transferred, Equity Interests Issued and Issuable | $ 20,000,000 |
Earnings Per Share (Details)
Earnings Per Share (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |||
Dec. 31, 2016 | Dec. 31, 2015 | |||
Numerator: | ||||
Consolidated Net Income (Loss), net of tax, attributable to ZAIS Group Holdings, Inc. Class A common stockholders (Basic) | $ (5,160) | $ (13,805) | ||
Effect of dilutive securities: | ||||
Income tax (benefit) expense | [1] | 0 | 0 | |
Consolidated Net Income (Loss), net of tax, attributable to stockholders, after effect of dilutive securities | $ (7,766) | $ (24,581) | ||
Denominator: | ||||
Weighted average number of shares of Class A Common Stock | 13,891,245 | 10,982,726 | [2] | |
Effect of dilutive securities: | ||||
Weighted average number of Class A Units of ZGP | 7,000,000 | 7,000,000 | ||
Dilutive number of Class B-0 Units and RSUs | [3] | 0 | 0 | |
Diluted weighted average shares outstanding | [4] | 20,891,245 | 17,982,726 | [2] |
Consolidated Net Income (Loss), net of tax, per Class A common share - Basic | $ (0.37) | $ (1.26) | ||
Consolidated Net Income (Loss), net of tax, per Class A common share - Diluted | $ (0.37) | $ (1.37) | ||
ZAIS Group Parent, LLC [Member] | ||||
Effect of dilutive securities: | ||||
Consolidated Net Income (Loss), net of tax, attributable to non-controlling interests in ZGP | $ (2,129) | $ (10,206) | ||
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 | [5] | $ (477) | $ (570) | |
[1] | Income tax (benefit) expense is calculated using an assumed tax rate of 36.56% and 31.72% for the years ended December 31, 2016 and December 31, 2015, respectively, which is fully offset by a 100% valuation allowance in each year. See Note 10 “Income Taxes” for details surrounding income taxes. | |||
[2] | Pro-rated based on the portion of the period preceding and following the Business Combination | |||
[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 of ZAIS and employees of ZAIS Group. These Class B-0 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. | |||
[5] | Amount represents portion of the management fee income received from ZFC REIT that is payable to holders of Class B interests in ZAIS REIT Management. |
Earnings Per Share (Details Tex
Earnings Per Share (Details Textual) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Earnings Per Share [Line Items] | ||
Income Tax Expense Benefit Percentage | 36.56% | 31.72% |
Valuation Allowance Percentage | 100.00% |
Supplemental Financial Infor100
Supplemental Financial Information (Unaudited) (Details) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 |
Assets | |||
Cash and cash equivalents | $ 38,712 | $ 44,351 | $ 7,664 |
Income and fees receivable | 8,805 | 2,529 | |
Investments, at fair value | 8,169 | ||
Investments in affiliates, at fair value | 5,273 | 5,242 | |
Due from related parties | 734 | 748 | |
Property and equipment, net | 274 | 544 | |
Prepaid expenses | 906 | 776 | |
Other assets | 348 | 310 | |
Total Assets | 514,145 | 93,211 | |
Liabilities | |||
Notes payable | 1,263 | 1,255 | |
Compensation payable | 7,836 | 3,575 | |
Due to related parties | 31 | 175 | |
Fees payable | 2,439 | 756 | |
Other liabilities | 1,127 | 1,546 | |
Liabilities of Consolidated Funds | |||
Commitments and Contingencies (Note 13) | |||
Total Liabilities | 424,180 | 7,408 | |
Equity | |||
Preferred Stock | 0 | 0 | |
Additional paid-in-capital | 63,413 | 60,817 | |
Retained earnings (Accumulated deficit) | (18,965) | (13,805) | |
Accumulated other comprehensive income (loss) | (70) | 158 | |
Total stockholders’ equity, ZAIS Group Holdings, Inc. | 44,379 | 47,171 | |
Total Equity | 89,965 | 85,803 | |
Total Liabilities and Equity | 514,145 | 93,211 | |
Intersegment Eliminations [Member] | |||
Assets | |||
Cash and cash equivalents | 0 | 0 | |
Income and fees receivable | 0 | 0 | |
Investments, at fair value | 0 | ||
Investments in affiliates, at fair value | (24,281) | (15,525) | |
Due from related parties | 0 | 0 | |
Property and equipment, net | 0 | 0 | |
Prepaid expenses | 0 | 0 | |
Other assets | 0 | 0 | |
Total Assets | (43,831) | (15,525) | |
Liabilities | |||
Notes payable | 0 | 0 | |
Compensation payable | 0 | 0 | |
Due to related parties | 0 | 0 | |
Fees payable | 0 | 0 | |
Notes payable of Consolidated CLO | (19,506) | ||
Other liabilities | 0 | 0 | |
Liabilities of Consolidated Funds | |||
Commitments and Contingencies (Note 13) | |||
Due to broker | 0 | ||
Total Liabilities | (19,550) | 0 | |
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 | (24,281) | (15,525) | |
Total Liabilities and Equity | (43,831) | (15,525) | |
ZAIS [Member] | |||
Assets | |||
Cash and cash equivalents | 38,712 | 44,351 | |
Income and fees receivable | 8,805 | 2,529 | |
Investments, at fair value | 0 | 8,169 | |
Investments in affiliates, at fair value | 29,554 | 20,767 | |
Due from related parties | 734 | 748 | |
Property and equipment, net | 274 | 544 | |
Prepaid expenses | 906 | 776 | |
Receivable for securities sold | 0 | ||
Other assets | 348 | 310 | |
Total Assets | 79,333 | 78,194 | |
Liabilities | |||
Notes payable | 1,263 | 1,255 | |
Compensation payable | 7,836 | 3,575 | |
Due to related parties | 31 | 175 | |
Fees payable | 2,439 | 756 | |
Notes payable of Consolidated CLO | 0 | ||
Other liabilities | 1,127 | 1,546 | |
Liabilities of Consolidated Funds | |||
Commitments and Contingencies (Note 13) | |||
Due to broker | 0 | ||
Total Liabilities | 12,696 | 7,307 | |
Equity | |||
Preferred Stock | 0 | 0 | |
Additional paid-in-capital | 63,413 | 60,817 | |
Retained earnings (Accumulated deficit) | (18,965) | (13,805) | |
Accumulated other comprehensive income (loss) | (70) | 158 | |
Total stockholders’ equity, ZAIS Group Holdings, Inc. | 44,379 | 47,171 | |
Non-controlling interests in Consolidated Funds | 22,258 | 23,716 | |
Total Equity | 66,637 | 70,887 | |
Total Liabilities and Equity | 79,333 | 78,194 | |
Consolidated Funds, Before Eliminations [Member] | |||
Assets | |||
Cash and cash equivalents | 37,080 | 33 | |
Income and fees receivable | 0 | 0 | |
Investments, at fair value | 423,871 | 30,509 | |
Investments in affiliates, at fair value | 0 | 0 | |
Due from related parties | 0 | 0 | |
Property and equipment, net | 0 | 0 | |
Prepaid expenses | 0 | 0 | |
Receivable for securities sold | 16,438 | ||
Other assets | 1,254 | 0 | |
Total Assets | 478,643 | 30,542 | |
Liabilities | |||
Notes payable | 0 | 0 | |
Compensation payable | 0 | 0 | |
Due to related parties | 0 | 0 | |
Fees payable | 0 | 0 | |
Notes payable of Consolidated CLO | 404,407 | ||
Other liabilities | 2,165 | 101 | |
Liabilities of Consolidated Funds | |||
Commitments and Contingencies (Note 13) | |||
Due to broker | 24,462 | ||
Total Liabilities | 431,034 | 101 | |
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 | |
Non-controlling interests in Consolidated Funds | 47,609 | 30,441 | |
Total Equity | 47,609 | 30,441 | |
Total Liabilities and Equity | 478,643 | 30,542 | |
ZAIS Group Parent, LLC [Member] | |||
Equity | |||
Non-controlling interests in Consolidated Funds | 22,258 | 23,716 | |
ZAIS Group Parent, LLC [Member] | Intersegment Eliminations [Member] | |||
Equity | |||
Non-controlling interests in Consolidated Funds | 0 | 0 | |
Consolidated Funds [Member] | |||
Assets | |||
Cash and cash equivalents | 37,080 | 33 | |
Investments, at fair value | 404,365 | 38,678 | |
Receivable for securities sold | 16,438 | 0 | |
Other assets | 1,210 | 0 | |
Liabilities | |||
Notes payable of Consolidated CLO | 384,901 | 0 | |
Other liabilities | 2,121 | 101 | |
Liabilities of Consolidated Funds | |||
Due to broker | 24,462 | 0 | |
Equity | |||
Non-controlling interests in Consolidated Funds | 23,328 | 14,916 | |
Consolidated Funds [Member] | Intersegment Eliminations [Member] | |||
Assets | |||
Cash and cash equivalents | 0 | 0 | |
Investments, at fair value | (19,506) | 0 | |
Receivable for securities sold | 0 | ||
Other assets | (44) | ||
Liabilities | |||
Other liabilities | (44) | 0 | |
Equity | |||
Non-controlling interests in Consolidated Funds | (24,281) | (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 Infor101
Supplemental Financial Information (Unaudited) (Details 1) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Revenues | ||
Management fee income | $ 22,015 | $ 15,802 |
Incentive income | 9,346 | 7,131 |
Other revenues | 316 | 298 |
Income of Consolidated Funds | 0 | 0 |
Total Revenues | 31,677 | 23,231 |
Expenses | ||
Compensation and benefits | 31,380 | 26,971 |
General, administrative and other | 12,263 | 17,064 |
Depreciation and amortization | 267 | 730 |
Expenses of Consolidated Funds | 0 | |
Total Expenses | 43,992 | 44,971 |
Other Income (loss) | ||
Net gain (loss) on investments | 273 | 32 |
Other income (expense) | 762 | 147 |
Impairment loss on goodwill | 0 | (2,655) |
Total Other Income (Loss) | 8,526 | (1,967) |
Income (loss) before income taxes | (3,789) | (23,707) |
Income tax (benefit) expense | (5) | 155 |
Discontinued Operations | ||
Consolidated net income (loss), net of tax | (3,784) | (23,862) |
Other Comprehensive Income (Loss), net of tax | ||
Foreign currency translation adjustment | (343) | 238 |
Total Comprehensive Income (Loss) | (4,127) | (23,624) |
Intersegment Eliminations [Member] | ||
Revenues | ||
Management fee income | (256) | 0 |
Incentive income | 0 | 0 |
Other revenues | 0 | 0 |
Income of Consolidated Funds | 0 | |
Total Revenues | (256) | 0 |
Expenses | ||
Compensation and benefits | 0 | 0 |
General, administrative and other | 0 | 0 |
Depreciation and amortization | 0 | 0 |
Expenses of Consolidated Funds | (256) | |
Total Expenses | (256) | 0 |
Other Income (loss) | ||
Net gain (loss) on investments | (3,648) | (154) |
Other income (expense) | 0 | 0 |
Impairment loss on goodwill | 0 | |
Net gain (loss) on beneficial interest of collateralized financing entity | (842) | |
Total Other Income (Loss) | (3,648) | (154) |
Income (loss) before income taxes | (3,648) | (154) |
Income tax (benefit) expense | 0 | 0 |
Discontinued Operations | ||
Consolidated net income (loss), net of tax | (3,648) | (154) |
Other Comprehensive Income (Loss), net of tax | ||
Foreign currency translation adjustment | 0 | 0 |
Total Comprehensive Income (Loss) | (3,648) | (154) |
Consolidation, Eliminations [Member] | ||
Other Income (loss) | ||
Net gain (loss) on investments | 842 | |
ZAIS [Member] | ||
Revenues | ||
Management fee income | 22,271 | 15,802 |
Incentive income | 9,346 | 7,131 |
Other revenues | 316 | 298 |
Income of Consolidated Funds | 0 | 0 |
Total Revenues | 31,933 | 23,231 |
Expenses | ||
Compensation and benefits | 31,380 | 26,971 |
General, administrative and other | 12,263 | 17,064 |
Depreciation and amortization | 267 | 730 |
Expenses of Consolidated Funds | 0 | 0 |
Total Expenses | 43,910 | 44,765 |
Other Income (loss) | ||
Net gain (loss) on investments | 3,921 | 186 |
Other income (expense) | 762 | 147 |
Impairment loss on goodwill | (2,655) | |
Net gain (loss) on beneficial interest of collateralized financing entity | 0 | |
Total Other Income (Loss) | 4,683 | (2,322) |
Income (loss) before income taxes | (7,294) | (23,856) |
Income tax (benefit) expense | (5) | 155 |
Discontinued Operations | ||
Consolidated net income (loss), net of tax | (7,289) | (24,011) |
Other Comprehensive Income (Loss), net of tax | ||
Foreign currency translation adjustment | (343) | 238 |
Total Comprehensive Income (Loss) | (7,632) | (23,773) |
Consolidated Funds, Before Eliminations [Member] | ||
Revenues | ||
Management fee income | 0 | 0 |
Incentive income | 0 | 0 |
Other revenues | 0 | 0 |
Income of Consolidated Funds | 0 | 0 |
Total Revenues | 0 | 0 |
Expenses | ||
Compensation and benefits | 0 | 0 |
General, administrative and other | 0 | 0 |
Depreciation and amortization | 0 | 0 |
Expenses of Consolidated Funds | 338 | 206 |
Total Expenses | 338 | 206 |
Other Income (loss) | ||
Net gain (loss) on investments | 7,491 | 509 |
Other income (expense) | 0 | 0 |
Impairment loss on goodwill | 0 | |
Net gain (loss) on beneficial interest of collateralized financing entity | 0 | |
Total Other Income (Loss) | 7,491 | 509 |
Income (loss) before income taxes | 7,153 | 303 |
Income tax (benefit) expense | 0 | 0 |
Discontinued Operations | ||
Consolidated net income (loss), net of tax | 7,153 | 303 |
Other Comprehensive Income (Loss), net of tax | ||
Foreign currency translation adjustment | 0 | 0 |
Total Comprehensive Income (Loss) | 7,153 | 303 |
Consolidated Funds [Member] | ||
Revenues | ||
Income of Consolidated Funds | 0 | |
Expenses | ||
Expenses of Consolidated Funds | 82 | 206 |
Other Income (loss) | ||
Net gain (loss) on investments | 8,333 | 509 |
Net gain (loss) on beneficial interest of collateralized financing entity | $ 842 | $ 0 |
Subsequent Events (Details Text
Subsequent Events (Details Textual) - USD ($) | 1 Months Ended | 2 Months Ended | 3 Months Ended | |||||
Mar. 24, 2017 | Mar. 17, 2017 | Feb. 28, 2017 | Feb. 27, 2017 | Jan. 23, 2017 | Feb. 28, 2017 | Mar. 31, 2017 | Dec. 31, 2016 | |
Subsequent Event [Line Items] | ||||||||
Cash Amount Payable | $ 256,000 | |||||||
Subsequent Event [Member] | ||||||||
Subsequent Event [Line Items] | ||||||||
Cash Amount Payable | $ 256,000 | |||||||
Subsequent Event [Member] | ZAIS Group Parent, LLC [Member] | ||||||||
Subsequent Event [Line Items] | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period | 899,674 | |||||||
Noncontrolling Interest, Ownership Percentage by Parent | 67.40% | |||||||
Subsequent Event [Member] | Common Class A [Member] | ||||||||
Subsequent Event [Line Items] | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period | 548,923 | |||||||
Stock Issued During Period, Value, New Issues | $ 2,100,000 | |||||||
Subsequent Event [Member] | Howard Steinberg [Member] | ||||||||
Subsequent Event [Line Items] | ||||||||
Medicare Supplementary Health Insurance Coverage ,Percentage | 70.00% | |||||||
Officers' Compensation | $ 150,000 | |||||||
Legal Fees | $ 3,450 | |||||||
Payments for Other Fees | $ 450,000 | |||||||
Additional Officer Compensation Description | additional compensation of $900 per hour if he is requested to devote more than 20 hours during any week to advising the Company. | |||||||
Legal Advisor Agreement, Termination Benefits | The Legal Advisor Agreement is terminable by the Company or Mr. Steinberg on 30 days prior written notice; if it is terminated by the Company other than due to Mr. Steinbergs failure to perform services, Mr. Steinberg would be entitled to a payment of $300,000 | |||||||
Subsequent Event [Member] | Bonus Award 2016 [Member] | ||||||||
Subsequent Event [Line Items] | ||||||||
Payments to Employees | $ 8,000,000 | |||||||
Zephyr A-6 [Member] | Subsequent Event [Member] | ||||||||
Subsequent Event [Line Items] | ||||||||
Proceeds from Contributed Capital | $ 12,000,000 | |||||||
Parent Company [Member] | Subsequent Event [Member] | ||||||||
Subsequent Event [Line Items] | ||||||||
Proceeds from Contributed Capital | $ 6,100,000 | |||||||
ZAIS CLO 6 Warehouse [Member] | Subsequent Event [Member] | ||||||||
Subsequent Event [Line Items] | ||||||||
Proceeds from Contributed Capital | $ 30,000,000 | |||||||
Non ZAIS Managed CLOs [Member] | Subsequent Event [Member] | ||||||||
Subsequent Event [Line Items] | ||||||||
Loss Contingency, Loss in Period | $ 5,000,000 | |||||||
ZAIS Managed Entities [Member] | Subsequent Event [Member] | ||||||||
Subsequent Event [Line Items] | ||||||||
Loss Contingency, Loss in Period | $ 0 | |||||||
EarlyBirdCapital, Inc. and Sidoti & Company, LLC | Subsequent Event [Member] | ||||||||
Subsequent Event [Line Items] | ||||||||
Repayments of Notes Payable | $ 1,300,000 |