Document And Entity Information
Document And Entity Information - shares | 6 Months Ended | |
Jun. 30, 2017 | Aug. 14, 2017 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Jun. 30, 2017 | |
Document Fiscal Year Focus | 2,017 | |
Document Fiscal Period Focus | Q2 | |
Entity Registrant Name | ZAIS Group Holdings, Inc. | |
Entity Central Index Key | 1,562,214 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Smaller Reporting Company | |
Trading Symbol | ZAIS | |
Common Class A [Member] | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 14,480,782 | |
Common Class B [Member] | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 20,000,000 |
Consolidated Statements of Fina
Consolidated Statements of Financial Condition - USD ($) $ in Thousands | Jun. 30, 2017 | Dec. 31, 2016 |
Assets | ||
Cash and cash equivalents | $ 16,970 | $ 38,712 |
Income and fees receivable | 1,869 | 8,805 |
Investments in affiliates, at fair value | 10,288 | 5,273 |
Due from related parties | 1,101 | 734 |
Property and equipment, net | 319 | 274 |
Prepaid expenses | 1,907 | 906 |
Other assets | 385 | 348 |
Total Assets | 506,064 | 514,145 |
Liabilities | ||
Notes payable | 0 | 1,263 |
Compensation payable | 4,594 | 7,836 |
Due to related parties | 31 | 31 |
Fees payable | 0 | 2,439 |
Other liabilities | 1,147 | 1,127 |
Total Liabilities | 414,844 | 424,180 |
Commitments and Contingencies (Note 12) | ||
Equity | ||
Preferred Stock, $0.0001 par value; 2,000,000 shares authorized; 0 shares issued and outstanding. | 0 | 0 |
Additional paid-in capital | 64,210 | 63,413 |
Retained earnings (Accumulated deficit) | (23,779) | (18,965) |
Accumulated other comprehensive income (loss) | (44) | (70) |
Total stockholders’ equity, ZAIS Group Holdings, Inc. | 40,388 | 44,379 |
Total Equity | 91,220 | 89,965 |
Total Liabilities and Equity | 506,064 | 514,145 |
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 | 13,416 | 37,080 |
Investments in affiliates, at fair value | 446,707 | 404,365 |
Due from broker | 12,095 | 16,438 |
Other assets | 1,007 | 1,210 |
Liabilities | ||
Notes payable of consolidated CLO, at fair value | 384,519 | 384,901 |
Due to broker | 21,974 | 24,462 |
Other liabilities | 2,579 | 2,121 |
Equity | ||
Non-controlling interests | 31,415 | 23,328 |
ZAIS Group Parent, LLC [Member] | ||
Equity | ||
Non-controlling interests | $ 19,417 | $ 22,258 |
Consolidated Statements of Fin3
Consolidated Statements of Financial Condition (Parenthetical) - $ / shares | Jun. 30, 2017 | Dec. 31, 2016 |
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 | 14,480,782 | 13,900,917 |
Common Stock, Shares, Outstanding | 14,480,782 | 13,900,917 |
Common Class B [Member] | ||
Common stock, par value (in dollars per share) | $ 0.000001 | $ 0.000001 |
Common Stock, Shares Authorized | 20,000,000 | 20,000,000 |
Common Stock, Shares, Issued | 20,000,000 | 20,000,000 |
Common Stock, Shares, Outstanding | 20,000,000 | 20,000,000 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Income (Loss) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||||
Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | |||
Revenues | ||||||
Management fee income | $ 3,689 | $ 3,571 | $ 6,796 | $ 7,140 | ||
Incentive income | 2,884 | 143 | 3,181 | [1],[2] | 295 | |
Reimbursement revenue | 383 | 0 | 877 | 0 | ||
Other revenues | 77 | 79 | 170 | 159 | ||
Total Revenues | 7,437 | 3,793 | 11,428 | 7,594 | ||
Expenses | ||||||
Compensation and benefits | 5,609 | 7,999 | 13,033 | 17,006 | ||
General, administrative and other | 3,879 | 2,950 | 7,548 | 6,160 | ||
Depreciation and amortization | 71 | 64 | 111 | 127 | ||
Total Expenses | 9,589 | 11,042 | 20,765 | 23,341 | ||
Other income (loss) | ||||||
Net gain (loss) on investments | 39 | 55 | 114 | 37 | ||
Other income (expense) | 32 | 87 | 16 | 692 | ||
Total Other Income (Loss) | 2,587 | 2,318 | 4,342 | 4,422 | ||
Income (loss) before income taxes | 435 | (4,931) | (4,995) | (11,325) | ||
Income tax (benefit) expense | 5 | 4 | 10 | 9 | ||
Consolidated net income (loss), net of tax | 430 | (4,935) | (5,005) | (11,334) | ||
Other comprehensive income (loss), net of tax: | ||||||
Foreign currency translation adjustment | 9 | (147) | 39 | (201) | ||
Total Comprehensive Income (Loss) | 439 | (5,082) | (4,966) | (11,535) | ||
Allocation of Consolidated Net Income (Loss), net of tax | ||||||
Stockholders’ equity, ZAIS Group Holdings, Inc. | (652) | (4,076) | (4,814) | (8,910) | ||
Allocation of Total Comprehensive Income (Loss) | ||||||
Stockholders’ equity, ZAIS Group Holdings, Inc. | $ (646) | $ (4,174) | $ (4,788) | $ (9,044) | ||
Consolidated Net Income (Loss), net of tax per Class A common share applicable to ZAIS Group Holdings, Inc. - Basic | $ (0.05) | $ (0.29) | $ (0.34) | $ (0.64) | ||
Consolidated Net Income (Loss), net of tax per Class A common share applicable to ZAIS Group Holdings, Inc. - Diluted | $ (0.05) | $ (0.29) | $ (0.34) | $ (0.64) | ||
Weighted average shares of Class A common stock outstanding: | ||||||
Basic | 14,473,642 | 13,892,016 | 14,231,320 | 13,881,466 | ||
Diluted | [3] | 21,473,642 | 20,892,016 | 21,231,320 | 20,881,466 | |
Consolidated Funds [Member] | ||||||
Revenues | ||||||
Income of Consolidated Funds | $ 404 | $ 0 | $ 404 | $ 0 | ||
Expenses | ||||||
Expenses of Consolidated Funds | 30 | 29 | 73 | 48 | ||
Other income (loss) | ||||||
Net gain (loss) on investments | 1,607 | 2,176 | 2,714 | 3,693 | ||
Net gain (loss) on beneficial interest of collateralized financing entity | 909 | 0 | 1,498 | 0 | ||
Allocation of Consolidated Net Income (Loss), net of tax | ||||||
Non-controlling interests | 1,397 | 1,052 | 2,207 | 1,786 | ||
Allocation of Total Comprehensive Income (Loss) | ||||||
Non-controlling interests | 1,397 | 1,052 | 2,207 | 1,786 | ||
ZAIS Group Parent, LLC [Member] | ||||||
Allocation of Consolidated Net Income (Loss), net of tax | ||||||
Non-controlling interests | (315) | (1,911) | (2,398) | (4,210) | ||
Allocation of Total Comprehensive Income (Loss) | ||||||
Non-controlling interests | $ (312) | $ (1,960) | $ (2,385) | $ (4,277) | ||
[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. | |||||
[3] | 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 and 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] |
Beginning of the period at Dec. 31, 2015 | $ 85,803 | $ 1 | $ 0 | $ 60,817 | $ (13,805) | $ 158 | $ 23,716 | $ 14,916 |
Beginning of the period (in shares) at Dec. 31, 2015 | 13,870,917 | 20,000,000 | ||||||
Settlement of RSU awards | 0 | $ 0 | $ 0 | 30 | 0 | 0 | (30) | 0 |
Settlement of RSU awards (in shares) | 30,000 | 0 | ||||||
Capital contributions | 4,907 | $ 0 | $ 0 | 0 | 0 | 0 | 0 | 4,907 |
Capital distributions | (284) | 0 | 0 | 0 | 0 | 0 | (284) | 0 |
Equity-based compensation charges | 1,682 | 0 | 0 | 1,118 | 0 | 0 | 564 | 0 |
Consolidated net income (loss) | (11,334) | 0 | 0 | 0 | (8,910) | 0 | (4,210) | 1,786 |
Other Comprehensive income (loss) | (201) | 0 | 0 | 0 | 0 | (134) | (67) | 0 |
End of the period at Jun. 30, 2016 | 80,573 | $ 1 | $ 0 | 61,965 | (22,715) | 24 | 19,689 | 21,609 |
End of the period (in shares) at Jun. 30, 2016 | 13,900,917 | 20,000,000 | ||||||
Beginning of the period at Dec. 31, 2016 | 89,965 | $ 1 | $ 0 | 63,413 | (18,965) | (70) | 22,258 | 23,328 |
Beginning of the period (in shares) at Dec. 31, 2016 | 13,900,917 | 20,000,000 | ||||||
Settlement of RSU awards | 0 | $ 0 | $ 0 | 447 | 0 | 0 | (447) | 0 |
Settlement of RSU awards (in shares) | 579,865 | 0 | ||||||
Payment of employee taxes in connection with net settlement of RSUs | (801) | (801) | 0 | |||||
Modification of equity awards to liability awards | (26) | $ 0 | $ 0 | (17) | 0 | 0 | (9) | 0 |
Capital contributions | 5,880 | 0 | 0 | 0 | 0 | 0 | 0 | 5,880 |
Equity-based compensation charges | 1,168 | 0 | 0 | 1,168 | 0 | 0 | 0 | 0 |
Consolidated net income (loss) | (5,005) | 0 | 0 | 0 | (4,814) | 0 | (2,398) | 2,207 |
Other Comprehensive income (loss) | 39 | 0 | 0 | 0 | 0 | 26 | 13 | 0 |
End of the period at Jun. 30, 2017 | $ 91,220 | $ 1 | $ 0 | $ 64,210 | $ (23,779) | $ (44) | $ 19,417 | $ 31,415 |
End of the period (in shares) at Jun. 30, 2017 | 14,480,782 | 20,000,000 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2017 | Jun. 30, 2016 | |
Cash Flows from Operating Activities | ||
Consolidated net income (loss) | $ (5,005) | $ (11,334) |
Adjustments to reconcile consolidated net income (loss) to net cash provided by (used in) operating activities: | ||
Depreciation and amortization | 111 | 127 |
Net (gain) loss on investments | (114) | (37) |
Non-cash stock-based compensation | 1,168 | 1,682 |
Interest expense on notes payable | 0 | 4 |
Operating cash flows due to changes in: | ||
Income and fees receivable | 6,936 | 874 |
Due from related parties | (367) | (634) |
Prepaid expenses | (1,001) | (1,170) |
Other assets | (27) | (1) |
Compensation payable | (3,269) | 728 |
Due to related parties | 0 | (33) |
Fees payable | (2,439) | (754) |
Other liabilities | 19 | (748) |
Proceeds from investments in affiliates | 90 | 0 |
Items related to Consolidated Funds: | ||
Change in unrealized (gain) loss on investments | 0 | (3,693) |
Net Cash Provided by (Used in) Operating Activities | (20,441) | (24,956) |
Cash Flows from Investing Activities | ||
Purchases of fixed assets | (152) | (17) |
Distributions from investments in affiliates | 0 | 87 |
Purchases of investments in affiliates | (5,000) | 0 |
Purchases of investments, at fair value | 0 | (11) |
Proceeds from sales of investments, at fair value | 0 | 8,174 |
Net Cash Provided by (Used in) Investing Activities | (5,152) | 8,233 |
Cash Flows from Financing Activities | ||
Contributions from non-controlling interests in Consolidated Funds | 5,880 | 4,907 |
Distributions to non-controlling interests in ZGP | 0 | (284) |
Net Cash Provided by (Used in) Financing Activities | 3,816 | 4,623 |
Net increase (decrease) in cash and cash equivalents denominated in foreign currency | 35 | (187) |
Net increase (decrease) in cash and cash equivalents | (21,742) | (12,287) |
Cash and cash equivalents, beginning of period | 38,712 | 44,351 |
Cash and cash equivalents, end of period | 16,970 | 32,064 |
Consolidated Funds [Member] | ||
Adjustments to reconcile consolidated net income (loss) to net cash provided by (used in) operating activities: | ||
Net (gain) loss on investments | (2,714) | (3,693) |
Items related to Consolidated Funds: | ||
Purchases of investments and investments in affiliated securities | (295,989) | (10,000) |
Proceeds from sale of investments | 201,635 | 0 |
Proceeds from sale of beneficial interest of collateralized financing entity | 54,262 | 0 |
Net gain (loss) on beneficial interest of collateralized financing entity | (1,498) | 0 |
Change in cash and cash equivalents | 23,665 | 33 |
Change in other assets | 223 | 0 |
Change in due from broker | 4,343 | 0 |
Change in due to broker | (2,488) | 0 |
Change in other liabilities | 437 | 0 |
Net realized (gain) loss on investments | (4,130) | 0 |
Cash Flows from Financing Activities | ||
Payment of employee taxes in connection with net settlement of RSUs | (801) | 0 |
Repayment of notes payable | (1,263) | $ 0 |
Cash and cash equivalents, beginning of period | 37,080 | |
Cash and cash equivalents, end of period | $ 13,416 |
Organization
Organization | 6 Months Ended |
Jun. 30, 2017 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization, Consolidation and Presentation of Financial Statements Disclosure [Text Block] | 1. Organization ZAIS Group Holdings, Inc. (“ZAIS”, and collectively with its consolidated subsidiaries, as the context may require, 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. ZAIS is the managing member of ZGP. ZAIS Group is registered with the SEC under the Investment Advisors Act of 1940 and 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”). On February 15, 2017, the Board of Directors of the Company (the “Board of Directors”) established a Special Committee of independent and disinterested directors to consider any proposals by management or third parties for strategic transactions. The 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 ZAIS Class A common stock (“Class A Common Stock”) 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. The ZAIS Managed Entities predominantly invest in a variety of specialized credit instruments including corporate credit instruments such as CLOs, securities backed by residential mortgage loans, bank loans and various securities and instruments backed by these asset classes. Reporting Period Approximately As of June 30, 2017 (1) $ 3.752 As of December 31, 2016 $ 3.444 ( 1) On April 19, 2017, the ZAIS Opportunity Fund, Ltd. received a redemption request for a redemption of approximately $ 68.3 ZAIS Group also serves as the general partner to certain ZAIS Managed Entities, which are generally organized as pass-through entities for U.S. federal income tax purposes. The Company’s primary sources of revenues are (i) management fee income, which is based predominantly on the net asset values of the ZAIS Managed Entities and (ii) incentive income, which is based on the investment performance of the ZAIS Managed Entities. Any 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 revenues and other income is derived from income of Consolidated Funds, net gains of Consolidated Funds’ investments and net gains on beneficial interests in collateralized financing entities which invest in bank loans. A portion of income of Consolidated Funds and net gains of Consolidated Funds’ investments are allocated to non-controlling interests in Consolidated Funds. |
Basis of Presentation and Summa
Basis of Presentation and Summary of Significant Accounting Policies | 6 Months Ended |
Jun. 30, 2017 | |
Accounting Policies [Abstract] | |
Basis of Presentation and Significant Accounting Policies [Text Block] | 2. Basis of Presentation and Summary of Significant Accounting Policies The accompanying unaudited, interim, consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles ("U.S. GAAP") as contained within the Financial Accounting Standards Board’s ("FASB") Accounting Standards Codification ("ASC") and the rules and regulations of the SEC for interim reporting. In the opinion of management, all adjustments considered necessary for a fair statement of the Company's financial position, results of operations and cash flows have been included and are of a normal and recurring nature. The operating results presented for the interim periods are not necessarily indicative of the results that may be expected for any other interim period or for the entire year. Certain information and note disclosures normally included in financial statements prepared in accordance with U.S. GAAP as contained in the ASC have been condensed or omitted from the unaudited interim condensed consolidated financial statements according to the SEC rules and regulations. The information and disclosures contained in these unaudited interim condensed consolidated financial statements and notes should be read in conjunction with the consolidated financial statements and notes thereto included in the Company's Annual Report on Form 10-K. Certain comparative amounts in the consolidated financial statements have been reclassified to conform to the current period presentation. 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 materially differ from those estimates. Principles of Consolidation The consolidated financial statements included herein are the financial statements of ZAIS, its subsidiaries and the Consolidated Funds. All intercompany balances and transactions are 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 comprised of Class A Units of ZGP (“Class A Units”) held by 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”). 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 considered voting interest entities in which ZAIS Group has a controlling financial interest. The Consolidated Funds include the following entities for the reporting periods presented: As of Three Months Ended June 30, Six Months Ended June 30, Entity June 30, 2017 December 31, 2016 2017 2016 2017 2016 ZAIS Zephyr A-6, LP (“Zephyr A-6”) ü ü ü ü ü ü ZAIS CLO 5, Limited (“ZAIS CLO 5”) ü ü ü ü 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. The economic interests which are held by third-party investors are reflected as non-controlling interests in Consolidated Funds. The Company has elected the fair value option for the assets and liabilities held by the Consolidated Funds that otherwise would not have been carried at fair value. See Notes 4 and 5 for further disclosure on the assets and liabilities of the Consolidated Funds for which the fair value option has been elected. For consolidated CLOs, the Company uses the measurement alternative included in the collateralized financing entity guidance (the “Measurement Alternative”). The Company measures both the financial assets and financial liabilities of the consolidated CLO in its consolidated financial statements using the fair value of the financial assets of the consolidated CLO, which are more observable than the fair value of the financial liabilities of the consolidated CLO. As a result, the financial assets of the consolidated CLO are measured at fair value and the financial liabilities are measured in consolidation as: the sum of the fair value of the financial assets and the carrying value of any non-financial assets that are incidental to the operations of the CLO less (ii) the sum of the fair value of any beneficial interests retained by the reporting entity (other than those that represent compensation for services) and the Company’s carrying value of any beneficial interests that represent compensation for services. The resulting amount is allocated to the individual financial liabilities (other than the beneficial interest retained by the Company) using a reasonable and consistent methodology. Under the Measurement Alternative, the Company’s consolidated net income reflects the Company’s own economic interests in the consolidated CLO including changes in the (i) fair value of the beneficial interests retained by the Company and (ii) beneficial interests that represent compensation for collateral management services. Such changes are presented in Net gain (loss) on beneficial interest of collateralized financing entity in the Consolidated Statements of Comprehensive Income (Loss). The majority of the economic interests in the CLOs are held by outside parties, and 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. Reimbursement Revenue ZAIS Group may pay research and data services expenses relating to the management of the ZAIS Managed Entities directly to vendors and may allocate a portion of these costs to the respective ZAIS Managed Entities per the terms of the related agreements (the “Research Costs”). These amounts may be reimbursable by the respective ZAIS Managed Entities and are recorded as Reimbursement revenue in the Consolidated Statements of Comprehensive Income (Loss) to the extent the Company is the primary obligor for such expenses and if the costs are charged back to the respective funds. The amounts for the three and six months ended June 30, 2016 were not material and therefore were not separately reported in the Consolidated Statements of Comprehensive Income (Loss). Income of Consolidated Funds Income of Consolidated Funds reflects the interest income recognized by Zephyr A-6 related to its investments in unconsolidated CLOs. Any di sc o t m i u m f x i c o m s c r t e c s e c c t m t z t n c m x p n s s i n h f i v n e r e s t m t o o v t h l v s c s c u r i i s 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 inside the permanent capital section, if applicable. The Company records 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 the portion of management fee income received from ZFC REIT that was payable to holders of Class B interests in ZAIS REIT Management, LLC (“ZAIS REIT Management”), a majority owned subsidiary of ZAIS Group which was the external adviser to ZFC REIT prior to October 31, 2016 (see Note 6 “Management Fee Income and Incentive Income”). 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 In January 2016, the FASB issued ASU No. 2016-01, Financial Instruments-Overall (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 August 2016, the FASB issued ASU 2016-15, Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments In December 2016 the FASB issued ASU 2016-19, Technical Corrections and Improvements |
Investments in Affiliates
Investments in Affiliates | 6 Months Ended |
Jun. 30, 2017 | |
Investments in and Advances to Affiliates, Schedule of Investments [Abstract] | |
Investments in and Advances to Affiliates, Schedule of Investments [Text Block] | 3. Investments in Affiliates In February 2017, ZAIS Group made a $ 5.0 In June 2017, ZAIS Group made a $ 5.0 5.0 At June 30, 2017 and December 31, 2016, the Company held investments in six and five unconsolidated ZAIS Managed Entities (excluding an investment in a ZAIS Managed Entity for which no capital has been called as of August 14, 2017), respectively. The Company applied the Fair Value Option to its investments in the ZAIS Managed Entities that are not consolidated. The Company believes that reporting the fair value of these investments is more indicative of the Company’s financial position than historical cost. June 30, December 31, (Dollars in thousands) $ 10,288 $ 5,273 Three Months Ended Six Months Ended June 30, 2017 June 30, 2016 June 30, 2017 June 30, 2016 (Dollars in thousands) $ 2 $ 25 $ 15 $ (22) Such amounts are included in Net gain (loss) on investments in the Consolidated Statements of Comprehensive Income (Loss). At June 30, 2017 and December 31, 2016, no equity investment, individually or in the aggregate, held by the Company exceeded 20% of its total consolidated assets. |
Fair Value Measurements
Fair Value Measurements | 6 Months Ended |
Jun. 30, 2017 | |
Fair Value Disclosures [Abstract] | |
Fair Value Disclosures [Text Block] | 4. 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 chaired by the 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: Investments in Bank Loans The Company uses a nationally recognized pricing source to provide pricing for the bank loans held by the Consolidated Funds. Investments in CLOs ZAIS determined the fair value of the investments in CLOs generally with input from a third party pricing source. ZAIS verifies that the quotes received from the valuation source are reflective of fair value as defined in U.S. GAAP, generally by comparing trading activity for similar asset classes, pricing research provided by banks and brokers, indicative broker quotes and results from an external cash flows analytics tool. 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 is 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 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 gain (loss) 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 net asset value (or its equivalent) of the related investment company. Accordingly, the Company utilizes the net asset value 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. Investments measured at fair value using the practical expedient are not required to be categorized within the fair value hierarchy. The resulting net gains or losses on investments are included in Net gain (loss) on investments in the Consolidated Statements of Comprehensive Income (Loss). The valuation of the Company’s investments in unconsolidated ZAIS Managed Entities represents the amount the Company would receive at June 30, 2017 and December 31, 2016, 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. Notes payable of Consolidated CLO The fair value of notes payable of Consolidated CLO is determined by applying the Measurement Alternative. The following tables summarize the Company’s assets and liabilities measured at fair value on a recurring basis within the fair value hierarchy levels or based on net asset values, as applicable: June 30, 2017 (Dollars in thousands) Level 1 Level 2 Level 3 Net Asset Total Assets, at fair value: Cash equivalents $ 16,103 $ $ $ $ 16,103 Investments in affiliates, at fair value 10,288 10,288 Assets of Consolidated Funds Investments, at fair value: Bank loans 396,408 396,408 CLOs: Senior notes 18,998 18,998 Mezzanine notes 3,950 3,950 Subordinated notes 2,346 2,346 Warehouse 25,005 25,005 Total investments, at fair value 446,707 446,707 Total assets, at fair value $ 16,103 $ $ 446,707 $ 10,288 $ 473,098 Liabilities, at fair value: Liabilities of Consolidated Funds Notes payable of Consolidated CLO, at fair value 384,519 384,519 Total liabilities, at fair value $ $ $ 384,519 $ $ 384,519 14 December 31, 2016 (Dollars in thousands) Level 1 Level 2 Level 3 Net Asset Total Assets, at fair value: Cash equivalents $ 36,971 $ $ $ $ 36,971 Investments in affiliates, at fair value 5,273 5,273 Assets of Consolidated Funds Investments, at fair value: Bank loans 389,329 389,329 CLOs: Warehouse 15,036 15,036 Total investments, at fair value 404,365 404,365 Total assets, at fair value $ 36,971 $ $ 404,365 $ 5,273 $ 446,609 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 The following tables summarize the changes in the Company’s Level 3 assets: Six Months Ended June 30, 2017 (Dollars in thousands) Beginning Balance January 1, 2017 Purchases/ Issuances Sales/ Redemptions/ Settlements Total Realized and Change in Unrealized Gains (Losses) Amortization of Discounts/ Premiums Transfers to (from) Level 3 Ending Balance June 30, 2017 Change in Unrealized Gains/Losses Relating to Assets and Liabilities Still Held at June 30, 2017 Assets: Bank loans $ 389,329 $ 211,967 $ (201,635 ) $ (3,939 ) $ 686 $ $ 396,408 $ (2,655 ) CLOs: Senior notes 19,000 (106 ) 104 18,998 (106 ) Mezzanine notes 3,950 (44 ) 44 3,950 (44 ) Subordinated notes 6,072 (3,872 ) 113 33 2,346 (111 ) Warehouse 15,036 55,000 (45,000 ) (31 ) 25,005 (5 ) Total investments, at fair value $ 404,365 $ 295,989 $ (250,507 ) $ (4,007 ) $ 867 $ $ 446,707 $ (2,921 ) Liabilities: Notes payable of Consolidated CLO, at fair value $ 384,901 $ $ $ (382 ) $ $ $ 384,519 $ (382 ) Total liabilities, at fair value $ 384,901 $ $ $ (382 ) $ $ $ 384,519 $ (382 ) Six Months Ended June 30, 2016 ( Dollars in thousands ) Beginning Purchases/ Sales/ Total Transfers Ending Change in CLOs: Warehouse $ 30,509 $ 10,000 $ $ 3,692 $ $ 44,201 $ 3,692 Total investments, at fair value $ 30,509 $ 10,000 $ $ 3,692 $ $ 44,201 $ 3,692 The Company’s policy is to record transfers between Level 1, Level 2 and Level 3, if any, at the beginning of the period. There were no transfers between Level 1, Level 2 and Level 3 during the six months ended June 30, 2017 or June 30, 2016. 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: Investment Type Fair Value Valuation Unobservable Amount/ Min Max Weighted (Dollars in Thousands) Assets of Consolidated Funds: Bank loans $ 396,408 Third party pricing source Not Not applicable CLOs: Senior notes 18,998 Third party pricing source Not Not applicable Mezzanine notes 3,950 Third party pricing source Not Not applicable Subordinated notes 2,346 Third party pricing source Not Not applicable Warehouse 25,005 Cost plus excess spread Excess 0.02% Total Investments, at fair value $ 446,707 Liabilities of Consolidated Funds: Notes payable of Consolidated CLO, at fair value $ 384,519 Measurement Alternative Not Not applicable Total Notes payable of Consolidated CLO, at fair value $ 384,519 Investment Type Fair Value Valuation Unobservable Amount/ Min Max Weighted (Dollars in Thousands) Assets of Consolidated Funds: Bank loans $ 389,329 Third party valuation source Not applicable Not applicable CLOs: 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 Not applicable Not applicable Total Notes payable of Consolidated CLO, at fair value $ 384,901 |
Variable Interest Entities
Variable Interest Entities | 6 Months Ended |
Jun. 30, 2017 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Variable Interest Entity Disclosure [Text Block] | 5. Variable Interest Entities In the ordinary course of business, ZAIS Group sponsors the formation of variable interest entities (“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. Funds The Company has determined that the fee it receives from several of the hedge funds and hybrid private equity funds ZAIS Group manages do 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 these entities when determining if ZAIS Group’s fee represented a variable interest. ZAIS Group owns 51 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 had a total capitalization of $ 408.5 368.0 40.5 8.8 Zephyr A-6’s initial investment in ZAIS CLO 5 was $ 20.3 20.5 2.1 31.8 In February 2017 Zephyr A-6 sold its interest in the Class A-1 tranche of ZAIS CLO 5 for a sales price of approximately $ 5.4 81,000 Zephyr A-6 had an investment of $ 12.7 19.5 0.6 31.8 ZAIS CLO 5 was in the warehouse phase during the three and six months ended June 30, 2016 and continued to finance the majority of its loan purchases using its warehouse facility (the “ZAIS CLO 5 Warehouse Period”). The Company was not required to consolidate ZAIS CLO 5 during the ZAIS CLO 5 Warehouse Period. ZAIS CLO 6, Limited (“ZAIS CLO 6”) ZAIS CLO 6, which priced on May 3, 2017 and closed on June 1, 2017 (the “ZAIS CLO 6 Closing Date”), invests primarily in first lien senior secured bank loans and had a total capitalization of $ 512.0 460.0 52.0 2.7 29.0 5.0 13.5 In May 2017 Zephyr A-6 sold a portion of its interest in the subordinated notes of ZAIS CLO 6 for a sales price of approximately $ 3.9 223,500 Zephyr A-6’s investment in ZAIS CLO 6 was $ 25.3 5.0 ZAIS CLO 6 was in the warehouse phase from its inception date through the ZAIS CLO 6 Closing Date (the “ZAIS CLO 6 Warehouse Period”). During this time ZAIS CLO 6 continued to finance the majority of its loan purchases using its warehouse facility. The Company was not required to consolidate ZAIS CLO 6 during the ZAIS CLO 6 Warehouse Period. ZAIS CLO 7, Limited (“ZAIS CLO 7”) ZAIS CLO 7 was formed in June 2017 and is in the warehouse phase at June 30, 2017. During the warehouse phase, ZAIS CLO 7 continues to finance the majority of its loan purchases using its warehouse facility (the “ZAIS CLO 7 Warehouse Period”). Zephyr A-6 had an investment of $ 25.0 The Company was not required to consolidate ZAIS CLO 7 during the ZAIS CLO 7 Warehouse Period. Net gain (loss) of Consolidated Funds’ Investments Net gain (loss) related to Zephyr A-6’s investments in ZAIS CLO 5, ZAIS CLO 6 and ZAIS CLO 7 for the period which the investments were not consolidated by the Company includes the following: Three Months Ended Six Months Ended 2017 2016 2017 2016 (Dollars in thousands) ZAIS CLO 5: Change in unrealized gain or loss $ $ 2,176 $ $ 3,693 ZAIS CLO 6: Change in unrealized gain or loss (1,370) (263) Realized gains 2,972 2,972 Total ZAIS CLO 6 1,602 2,709 ZAIS CLO 7: Change in unrealized gain or loss 5 5 Total Net gain (loss) of Consolidated Funds’ investments $ 1,607 $ 2,176 $ 2,714 $ 3,693 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 is required to consolidate the CLOs in its financial statements. The Dodd-Frank credit risk retention rules, which became effective on December 24, 2016, 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 June 30, 2017 and December 31, 2016 the Consolidated Funds consist of Zephyr A-6 and ZAIS CLO 5. Both entities are VIEs. The assets and liabilities of the consolidated VIEs are presented on a gross basis prior to eliminations in the tables in Note 16 “Supplemental Financial Information” under the columns titled “Consolidated Funds.” 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 June 30, 2017 and December 31, 2016, the Company’s unconsolidated VIEs consisted of the Company’s investments in certain ZAIS Managed Entities as well as the Consolidated Fund’s investments in certain collateralized financing entities. Investment In Financial Statement June 30, December 31, (Dollars in thousands) Certain ZAIS Managed Entities Investment in affiliates, at fair value $ 288 $ 273 CLOs Assets of Consolidated Funds Investments at fair value 25,294 CLO Warehouses Assets of Consolidated Funds Investments at fair value 25,005 15,036 Total $ 50,587 $ 15,309 Such amounts are included in the Consolidated Statements of Financial Condition. ZAIS Group has a minimal direct ownership, if any, in the unconsolidated 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. Zephyr A-6, one of the Consolidated Funds, contributed the following amounts to ZAIS CLO 5, ZAIS CLO 6 and ZAIS CLO 7 during the warehouse periods: Three Months Ended Six Months Ended 2017 2016 2017 2016 (Dollars in thousands) ZAIS CLO 5 $ $ $ $ 10,000 ZAIS CLO 6 30,000 ZAIS CLO 7 25,000 25,000 Total $ 25,000 $ $ 55,000 $ 10,000 Notes Payable of Consolidated CLO Notes payable of ZAIS CLO 5, the consolidated CLO, are collateralized by the assets held by the ZAIS CLO 5. This collateral primarily consists of bank loans. June 30, December 31, (Dollars in thousands) Cash and cash equivalents $ 12,634 $ 23,987 Investments, at fair value 396,407 389,329 409,041 413,316 Other assets (liabilities), net (11,488) (8,909) Notes payable of consolidated CLO, at fair value 397,553 404,407 Elimination of Consolidated Funds’ investments in CLO (13,034) (19,506) Notes payable of consolidated CLO, at fair value (net of eliminations) $ 384,519 $ 384,901 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 the 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, 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. June 30, 2017 (Dollars in thousands) Unpaid Fair Weighted Weighted Stated Senior and Mezzanine Secured Notes $ 365,745 $ 357,507 3.35 % 11.33 October 2028 Subordinated Notes 27,635 27,012 N/A 11.33 October 2028 Total $ 393,380 $ 384,519 December 31, 2016 (Dollars in thousands) Unpaid Fair Weighted Weighted Stated Senior and Mezzanine 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 | 6 Months Ended |
Jun. 30, 2017 | |
Management Fee Income and Incentive Income [Abstract] | |
Management Fee Income and Incentive Income [Text Block] | 6. Management Fee Income and Incentive Income ZAIS Group earns management fees for the funds and accounts which are generally based on (i) the net asset value of these funds and accounts prior to the accrual of incentive fees/allocations or (ii) 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 was paid to holders of Class B interests in ZAIS REIT Management. The payment to the Class B interests in ZAIS REIT Management was recorded as distributions to non-controlling interests in ZAIS Group Parent, LLC. The income was 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 was 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 upon the completion of the merger between ZFC REIT and Sutherland Asset Management Corp (the “Termination Agreement”). Pursuant to the Termination Agreement, 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 agreements. Additionally, all ZAIS Managed Entities with hedge fund-style fee arrangements are subject to a perpetual loss carry forward, or a perpetual “high-water mark,” meaning that the relevant ZAIS Managed Entity 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 must be paid, as specified in each related ZAIS Managed Entity’s operative agreement, 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. Three Months Ended ( Dollars in thousands ) Fee Range Gross Elimination Net Management Fee Income (1) Funds and accounts 0.50% - 1.25% $ 2,745 $ (329) $ 2,416 CLOs 0.15% - 0.50% 1,273 1,273 Total $ 4,018 $ (329) $ 3,689 Incentive Income (1) (2) Funds and accounts 10% - 20% $ 2,784 $ $ 2,784 CLOs 20% 100 100 Total $ 2,884 $ $ 2,884 Three Months Ended (Dollars in thousands) Fee Range Gross Elimination Net Management Fee Income (1) Funds and accounts 0.50% - 1.25% $ 2,373 $ $ 2,373 CLOs 0.15% - 0.50% 425 425 ZFC REIT (3) 1.50% 773 773 Total $ 3,571 $ $ 3,571 Incentive Income (1) (2) Funds and accounts 10% - 20% $ 143 $ $ 143 CLOs 20% Total $ 143 $ $ 143 Six Months Ended ( Dollars in thousands ) Fee Range Gross Elimination Net Management Fee Income (1) Funds and accounts 0.50% - 1.25% $ 5,358 $ (329) $ 5,029 CLOs 0.15% - 0.50% 1,767 1,767 Total $ 7,125 $ (329) $ 6,796 Incentive Income (1) (2) Funds and accounts 10% - 20% $ 3,071 $ $ 3,071 CLOs 20% 110 110 Total $ 3,181 $ $ 3,181 Six Months Ended (Dollars in thousands) Fee Range Gross Elimination Net Management Fee Income (1) Funds and accounts 0.50% - 1.25% $ 4,769 $ $ 4,769 CLOs 0.15% - 0.50% 830 830 ZFC REIT (3) 1.50% 1,541 1,541 Total $ 7,140 $ $ 7,140 Incentive Income (1) (2) Funds and accounts 10% - 20% $ 295 $ $ 295 CLOs 20% Total $ 295 $ $ 295 (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. (3) On October 31, 2016, the management agreement with ZFC REIT was terminated pursuant to the Termination Agreement. The Company may give credits for management fee income and/or incentive income to investors which invest in ZAIS Managed Entities that invest in other ZAIS Managed Entities where fees are also charged. The Company recorded all credits relating to management fee income and incentive income as Fees payable in the Consolidated Statements of Financial Condition and a reduction of either Management fee income or Incentive income in the Consolidated Statements of Comprehensive Income (Loss). The management fee income and incentive income amounts above are net of the following credits: Three Months Ended Six Months Ended 2017 2016 2017 2016 (Dollars in thousands) Management fee income credit $ 63 $ 50 $ 126 $ 104 Incentive income credit Total $ 63 $ 50 $ 126 $ 104 Zephyr A-6 invests in certain CLOs managed by ZAIS. ZAIS earns fees from these CLOs. Any Senior Fee in excess of 0.15 Three and Six Months Ended ( Dollars in thousands ) Gross Elimination Net Rebated Fees $ 290 $ (290) $ Total $ 290 $ (290) $ June 30, December 31, (Dollars in thousands) Management fee income $ 1,278 $ 1,284 Incentive income 591 7,521 Total $ 1,869 $ 8,805 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 three and six months ended June 30, 2017 or June 30, 2016. The Company believes all income and fees receivable balances are fully collectible. |
Notes Payable
Notes Payable | 6 Months Ended |
Jun. 30, 2017 | |
Debt Disclosure [Abstract] | |
Debt Disclosure [Text Block] | 7. Notes Payable On March 17, 2015, in conjunction with the contribution of cash by HF2 Financial Management, Inc. to ZGP in exchange for newly issued Class A Units, representing a majority financial interest in ZGP (the “Business Combination”), ZAIS issued two promissory notes with an aggregate principal balance of $ 1.25 The carrying amount of the Company’s notes payable approximates their fair value at December 31, 2016. Total interest expense is included in Other income (expense) in the Consolidated Statements of Comprehensive Income (Loss) and was as follows: Three Months Ended Six Months Ended 2017 2016 2017 2016 (Dollars in thousands) $ $ 2 $ 3 $ 4 |
Compensation
Compensation | 6 Months Ended |
Jun. 30, 2017 | |
Share-based Compensation [Abstract] | |
Disclosure of Compensation Related Costs, Share-based Payments [Text Block] | 8. Compensation Three Months Ended Six Months Ended 2017 2016 2017 2016 (Dollars in thousands) Salaries $ 2,293 $ 2,593 $ 4,629 $ 5,873 Bonus 2,966 3,502 6,143 7,400 Severance 119 72 762 Equity-Based Compensation 56 1,339 1,168 1,682 Payroll taxes and benefits 294 443 1,021 1,286 Commissions 3 3 Total $ 5,609 $ 7,999 $ 13,033 $ 17,006 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. The compensation payable balance includes accrued incentive compensation and severance. During the period from January 1, 2017 through June 30, 2017, the Company paid approximately $ 9.0 On May 9, 2017, the Board of Directors approved an amendment to the Compensation Committee’s charter to better enable the Company to retain its employees and to attract additional employees. The amendment removed the prior compensation guidelines set forth in the charter that by its terms applied to compensation paid through 2019. These compensation guidelines had provided that, subject to modification or waiver by the Compensation Committee, the Company’s total compensation expense on a consolidated basis calculated in accordance with U.S. GAAP for all cash and non-cash compensation paid to employees of the Company and its operating subsidiaries and affiliates for any given year would not exceed a certain percentage of the Company’s consolidated revenue for such year calculated in accordance with U.S. GAAP. Retention Payment Plan On March 29, 2016, the Compensation Committee of the Board of Directors 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 whom had an annual base salary of less than $ 300,000 4.6 There were no amounts payable under the Retention Payment Plan at June 30, 2017 or December 31, 2016. Other On March 1, 2016, the Compensation Committee of the Board of Directors approved a retention payment of $ 900,000 On April 5, 2017, the Company provided a retention award (the “Retention Award”) to Michael Szymanski, the Company’s Chief Executive Officer in recognition of the importance of retaining his services as the Chief Executive Officer of the Company and its operating subsidiary, ZAIS Group, and in connection with the Company’s review of strategic alternatives to enhance shareholder value. Under the Retention Award, which has been approved by the Compensation Committee of the Board of Directors of the Company, Mr. Szymanski is entitled to receive a cash retention payment of $ 500,000 1.5 Points ZAIS Group had entered into agreements with certain of its employees whereby certain current and former employees were granted rights to participate in a portion of the incentive income received from certain ZAIS Managed Entities (referred to as “Points Agreements”). There are currently outstanding Points Agreements relating to one ZAIS Managed Entity and ZAIS Group does not anticipate awarding additional Points Agreements. The Company did not incur any compensation expense relating to the Points Agreements for the three or six months ended June 30, 2017 or June 30, 2016. Severance On March 8, 2016, the Company commenced a reduction in force which resulted in a decrease of 23 762,000 Equity-Based Compensation Class B-0 Units ZGP authorized 1,600,000 On December 1, 2016, the Board of Directors authorized ZGP to offer the 28 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 of Class B-0 Units decided to accept the Proposal to receive either RSUs or the Cash Amount. 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 “2015 Stock 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, 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, the Cash Amount was paid by ZAIS Group to the holder, subject to applicable wage withholding requirements, on March 22, 2017 . Total number of 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 paid 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 Class B-0 Units at the modification date were equal and therefore there was no incremental compensation cost required to be recognized. ZAIS completed 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 Class 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 Three Months Ended 2017 2016 Number of Weighted Number of Weighted Balance at beginning of period $ 1,288,778 $ 9.40 Forfeited (156,565) 9.70 Balance at end of period $ 1,132,213 $ 9.36 Six Months Ended 2017 2016 Number of Weighted Number of Weighted Balance at beginning of period $ 1,337,486 $ 9.67 Granted 100,000 6.34 Forfeited (305,273) 9.70 Balance at end of period $ 1,132,213 $ 9.36 Three Months Ended Six Months Ended (Dollars in thousands) (Dollars in thousands) 2017 2016 2017 2016 $ $ 1,296 $ 1,059 $ 1,566 Three Months Ended Six Months Ended (Dollars in thousands) (Dollars in thousands) 2017 2016 2017 2016 % 29.6 % % 29.6 % The expense relating to the Class B-0 Units (pre-modification of the award) is included in Compensation and benefits in 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 2015 Stock 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. On April 21, 2016, the Company issued 30,942 3.22 On November 1, 2016, the Company issued 74,331 1.73 November 1, 2017 On May 9, 2017, the Company issued 63,219 2.19 May 9, 2018 Additionally, pursuant to the Proposal (see “Class B-0 Units” above), the Company issued 899,674 On March 17, 2017, the 899,674 2.1 548,923 0.8 Additionally, ZAIS Group paid the Cash Amount of approximately $ 256,000 Three Months Ended 2017 2016 Number of Weighted Number of Weighted Balance at beginning of period: 105,273 $ 2.17 30,000 $ 9.85 Grants during period to: Non-employee directors 63,219 2.19 30,942 3.22 Vested (30,942) 3.22 (30,000) 9.85 Balance at end of period 137,550 $ 1.94 30,942 $ 3.22 Six Months Ended 2017 2016 Number of Weighted Number of Weighted Balance at beginning of period: 1,004,947 $ 8.60 30,000 $ 9.85 Grants during period to: Non-employee directors 63,219 2.19 30,942 3.22 Vested (930,616) 9.13 (30,000) 9.85 Balance at end of period 137,550 $ 1.94 30,942 $ 3.22 Three Months Ended Six Months Ended 2017 2016 2017 2016 (Dollars in thousands) $ 56 $ 43 $ 109 $ 116 The expense relating to these RSUs is included in Compensation and benefits on the Consolidated Statements of Comprehensive Income (Loss). |
Income Taxes
Income Taxes | 6 Months Ended |
Jun. 30, 2017 | |
Income Tax Disclosure [Abstract] | |
Income Tax Disclosure [Text Block] | 9. Income Taxes ZAIS is taxable as a corporation for U.S. tax purposes while ZGP and its subsidiaries operate as pass-through entities for U.S. income tax purposes not subject to entity level taxes. 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. The Company recorded an income tax (benefit) expense of $ 5,000 10,000 4,000 9,000 Three Months Ended Six Months Ended 2017 2016 2017 2016 (Dollars in thousands) Income tax (benefit) expense at the U.S. federal statutory income tax rate $ 148 (1,676) (1,698) (3,850) State and local income tax, net of federal benefit (37) (242) (270) (529) Foreign tax 5 4 10 9 Effect of permanent differences 2 56 3 58 Income attributable to non-controlling interests in Consolidated Funds not subject to tax (475) (358) (750) (607) Income attributable to non-controlling interests in ZGP not subject to tax 107 649 814 1,430 Equity Compensation “Shortfall” DTA Adjustment (16) 1,932 Valuation allowance 271 1,571 (31) 3,498 Total 5 4 10 9 The Company’s effective tax for the periods presented above includes a rate benefit attributable to the fact that the Company’s subsidiaries operate as limited liability companies and limited partnerships which are treated as pass-through entities for U.S. federal and state income tax purposes. Accordingly, the Company’s consolidated financial statements include U.S. federal, state and local income taxes on the Company’s allocable share of the consolidated results of operations. The tax liability or benefit related to the partnership income or loss not allocable to the Company rests with the equity holders owning such non-controlling interests in ZAIS subsidiaries. For the three and six months ended June 30, 2017 and June 30, 2016, the net effective tax represents the taxes accrued related to the Company’s operations in jurisdictions outside the U.S. as a full valuation allowance has been established for the tax benefit related to U.S. federal, state and local income taxes on the Company’s allocable share of the consolidated results of operations as well as Company’s net operating losses and development stage start-up expenses incurred during the period from its inception and prior to the closing of the Business Combination with ZGP. Additionally, for the three and six months ended June 30, 2017, the net effective tax is impacted due to a shortfall adjustment for equity compensation primarily related to the exchange of the Class B-0 Units discussed in Note 8 “Compensation”. 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 Consolidated Statements of Financial Condition. These temporary differences result in taxable or deductible amounts in future years. As of each of June 30, 2017 and December 31, 2016, the Company had total deferred tax assets (“DTA”) of approximately $ 7.0 13.4 (Dollars in 2032 $ 1 2033 83 2034 122 2035 5,990 2036 1,640 2037 5,569 Total $ 13,405 As of each reporting date, management considers new evidence, both positive and negative, that could affect its view of the future realization of DTA. As of June 30, 2017, the Company has determined that the most recent management business forecasts do not support the realization of net DTA recorded for the Company. The Company has recorded a book loss for the three and six months ended June 30, 2017 excluding income attributable to Consolidated Funds, and it is anticipated that expenses will continue to exceed revenues in 2017. Although management intends to pursue various initiatives with potential to alter the operating loss trend, there is no specific plan that has been implemented at this point in time that will alter the negative earnings trend. Accordingly, management continues to believe that it is not more likely than not that its DTA will be realized and the Company has continued to maintain full valuation allowance against the DTA at June 30, 2017. The Company has recorded a change in valuation allowance of approximately $ 271,000 1.6 3.5 The Company does not believe it has any significant uncertain tax positions. Accordingly, the Company did not record any adjustments or recognize interest expense for uncertain tax positions for the three and six months ended June 30, 2017 and June 30, 2016, respectively. In the future, if uncertain tax positions arise, interest and penalties will be accrued and included in Income tax (benefit) expense in the Consolidated Statements of Comprehensive Income (Loss). |
Related Party Transactions
Related Party Transactions | 6 Months Ended |
Jun. 30, 2017 | |
Related Party Transactions [Abstract] | |
Related Party Transactions Disclosure [Text Block] | 10. Related Party Transactions ZAIS Managed Entities ZAIS Group offers a range of alternative and traditional investment strategies through the ZAIS Managed Entities. ZAIS Group earns 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. June 30, December 31, (Dollars in thousands) $ 22,934 $ 21,713 Additionally, certain ZAIS Managed Entities, with existing fee arrangements, have investments representing 100% of the equity tranche of ZAIS CLO 2, Limited (“ZAIS CLO 2”) at June 30, 2017 and December 31, 2016 and ZAIS CLO 1, Limited (“ZAIS CLO 1”) for the period from January 1, 2017 through June 7, 2017 and at December 31, 2016. Therefore, ZAIS Group did not earn management fees or incentive fees from certain ZAIS managed CLOs for the period which certain ZAIS Managed Entities with existing fee arrangements held investments representing 100% of the equity tranche of such CLOs. The total amounts of AUM that are not being charged fees were approximately as follows: June 30, December 31, (Dollars in thousands) $ 296,452 $ 560,272 The amounts due from the ZAIS Managed Entities for Research Costs and other costs paid to vendors by ZAIS on behalf of the ZAIS Managed Entities (the “Other Direct Costs”) are as follows: June 30, December 31, (Dollars in thousands) Research Costs $ 788 $ 581 Other Direct Costs 313 117 Total $ 1,101 $ 698 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 the Consulting Agreement, Mr. Ramsey provided consulting services to ZGP, ZAIS Group’s senior management team and ZAIS, from time to time during the 24-month period beginning on the closing of the Business Combination and expiring on March 17, 2017. 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 Three Months Ended Six Months Ended 2017 2016 2017 2016 (Dollars in thousands) $ $ 125 $ 105 $ 250 The expense is included in General, administrative and other expenses in the Consolidated Statements of Comprehensive Income (Loss). There were no amounts payable to Mr. Ramsey pursuant to the Consulting Agreement at June 30, 2017 or December 31, 2016. ZAIS Group has agreed to use certain statistical data generated by RQSI, Ltd. models. ZAIS Group may use this information for trading futures on behalf of the ZAIS Managed Entities. ZAIS Group entered into a month to month lease agreement with an affiliate of RQSI, Ltd dated February 1, 2016 to occupy space in the Company’s London office. The agreement was terminable upon 30 days’ notice. There was no charge to RQSI, Ltd. or its affiliate for use of the space prior to March 1, 2017. From March 1, 2017 through May 31, 2017, the date the lease was terminated, the monthly rate was 4,167 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 Three Months Ended Six Months Ended 2017 2016 2017 2016 (Dollars in thousands) $ 24 $ 27 $ 48 $ 54 The expense is included in General, administrative and other expenses in the Consolidated Statements of Comprehensive Income (Loss). June 30, December 31, (Dollars in thousands) $ 8 $ 16 Such amounts are included in Other liabilities in the Consolidated Statements of Financial Condition. |
Property and Equipment
Property and Equipment | 6 Months Ended |
Jun. 30, 2017 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant and Equipment Disclosure [Text Block] | 11. Property and Equipment June 30, December 31, (Dollars in thousands) Office equipment $ 3,246 $ 3,098 Leasehold improvements 692 684 Furniture and fixtures 572 572 Software 412 409 4,922 4,763 Less accumulated depreciation and amortization (4,603) (4,489) Total $ 319 $ 274 The Company recognized depreciation and amortization expense as follows: Three Months Ended Six Months Ended 2017 2016 2017 2016 (Dollars in thousands) $ 71 $ 64 $ 111 $ 127 |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Jun. 30, 2017 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies Disclosure [Text Block] | 12. Commitments and Contingencies 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, a former director of the Company, 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 received a $ 100,000 15,000 750,000 2 The Company incurred the following expenses pursuant to the engagement agreement: Three Months Ended Six Months Ended 2017 2016 2017 2016 (Dollars in thousands) $ 45 $ 76 $ 91 $ 76 Legal Advisor Agreement On February 27, 2017, ZAIS Group entered into an agreement (the “Legal Advisor Agreement”) with Howard Steinberg, the Company’s former General Counsel, pursuant to which Mr. Steinberg resigned as General Counsel effective March 31, 2017 and was retained as Senior Legal Advisor to the Company effective April 1, 2017. Under the Legal Advisor Agreement, which was approved by the Compensation Committee of the Board of Directors, Mr. Steinberg receives $150,000 per calendar quarter for his services, plus 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 the Legal Advisor Agreement is terminated by the Company other than due to Mr. Steinberg’s failure to perform services, Mr. Steinberg is entitled to a payment of $300,000. The Company incurred the following expenses pursuant to the Legal Advisor Agreement: Three Months Ended Six Months Ended 2017 2016 2017 2016 (Dollars in thousands) $ 192 $ $ 642 $ Capital Commitments At June 30, 2017 and December 31, 2016, the Company has committed $ 51.0 June 30, December 31, (Dollars in thousands) $ 26,597 $ 20,477 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. In February 2017, ZAIS Group made a $ 5.0 Lease Obligations ZAIS Group currently leases office space in New Jersey and London under operating lease agreements. On June 9, 2017, ZAIS Group extended its existing lease agreement for its office space in New Jersey until July 2018. On June 5, 2017, ZAIS Group (UK) Limited, the Company’s London subsidiary, provided notice that the lease of its London office premises would terminate on September 7, 2017. On July 26, 2017, ZAIS Group (UK) Limited entered into an agreement to lease office space in London, commencing on September 11, 2017 and which may be cancelled on each anniversary subject to the provision of at least 3 months’ notice. 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). Three Months Ended Six Months Ended 2017 2016 2017 2016 (Dollars in thousands) $ 222 $ 263 $ 437 $ 507 Period (Dollars in Six months ended December 31, 2017 310 January 2018 through September 2018 278 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 in connection with such indemnifications. Gain Contingencies In April 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 $ 0.02 3,000 0.04 0.2 The cumulative insurance reimbursements that the Company has received through June 30, 2017 and December 31, 2016 were approximately $ 0.9 0.9 "Contingencies Gain Contingencies” 0.55 At June 30, 2017 and December 31, 2016, the remaining amount submitted to the insurance provider for reimbursement was approximately $ 0.02 0.02 |
Segment Reporting
Segment Reporting | 6 Months Ended |
Jun. 30, 2017 | |
Segment Reporting [Abstract] | |
Segment Reporting Disclosure [Text Block] | 13. 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 | 6 Months Ended |
Jun. 30, 2017 | |
Stockholders' Equity Note [Abstract] | |
Stockholders' Equity Note Disclosure [Text Block] | 14. Stockholders’ Equity Preferred Stock The Company is authorized to issue 2,000,000 0.0001 Class A Common Stock The Company is authorized to issue 180,000,000 0.0001 Three Months Ended Six Months Ended 2017 2016 2017 2016 30,942 30,000 579,865 30,000 Class B Common Stock The Company is authorized to issue 20,000,000 0.000001 At June 30, 2017 and December 31, 2016, 20,000,000 shares of Class B Common Stock are held by an irrevocable voting trust of which Mr. Zugel is the sole trustee (the “ZGH Class B Voting Trust”). There were no shares of Class B Common Stock issued during the three or six months ended June 30, 2017 or June 30, 2016. Consequently, in his capacity as trustee of the ZGH Class B Voting Trust, Mr. Zugel has effective voting control over the election of directors and generally on all other matters submitted for approval by the Company’s stockholders. Class A Units At June 30, 2017 and December 31, 2016, ZAIS’ ownership of the Class A Units was 67.4 66.5 During the first five years following the closing of the Business Combination, ZGP will release up to an additional 2,800,000 12.50 21.50 There were 30,942 30,000 579,865 30,000 Class B Units ZGP may issue up to 6,800,000 5,200,000 12.50 21.50 Subject to certain restrictions, 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. There were no Class B-1, Class B-2, Class B-3 or Class B-4 Units awarded for the three or six months ended June 30, 2017 or June 30, 2016 and no Class B Units currently are issued and outstanding. On December 1, 2016, the 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 their Class B-0 Units, at the holder’s option, either (a) RSUs of ZAIS, on a one-for-one basis, or (b) an amount of cash per Class B-0 Unit cancelled (See Note 8 “Compensation”). Both were subject to vesting requirements. |
Earnings Per Share
Earnings Per Share | 6 Months Ended |
Jun. 30, 2017 | |
Earnings Per Share [Abstract] | |
Earnings Per Share [Text Block] | 15. Earnings Per Share Shares of Class B Common Stock have no impact on the calculation of consolidated net income (loss) per share of Class A Common Stock as holders of Class B Common Stock do not participate in net income or dividends, and thus, are not participating securities. Three Months Ended Six Months Ended 2017 2016 2017 2016 (Dollars in thousands, except shares and per share data) Numerator: Consolidated Net Income (Loss), net of tax, attributable to ZAIS Group Holdings, Inc. Class A common stockholders (Basic) $ (652) $ (4,076) $ (4,814) $ (8,910) Effect of dilutive securities: Consolidated Net Income (Loss), net of tax, attributable to non-controlling interests in ZGP (315) (1,911) (2,398) (4,210) Less: Consolidated Net (Income) Loss, net of tax, attributable to ZAIS REIT Management Class B interests (1) (142) (284) Income tax (benefit) expense (2) Consolidated Net Income (Loss), net of tax, attributable to stockholders, after effect of dilutive securities $ (967) $ (6,129) $ (7,212) $ (13,404) Denominator: Weighted average number of shares of Class A Common Stock 14,473,642 13,892,016 14,231,320 13,881,466 Effect of dilutive securities: Weighted average number of Class A Units 7,000,000 7,000,000 7,000,000 7,000,000 Dilutive number of Class B-0 Units and RSUs (3) Diluted weighted average shares outstanding (4) 21,473,642 20,892,016 21,231,320 20,881,466 Consolidated Net Income (Loss), net of tax, per Class A common share Basic $ (0.05) $ (0.29) $ (0.34) $ (0.64) Consolidated Net Income (Loss), net of tax, per Class A common share Diluted $ (0.05) $ (0.29) $ (0.34) $ (0.64) (1) Amount represents portion of the management fee income received from ZFC REIT that was payable to holders of Class B interests in ZAIS REIT Management. (2) Income tax (benefit) expense is calculated using an assumed tax rate of 41.73% and 38.56% for the three months ended June 30, 2017 and June 30, 2016, respectively, and (0.64)% and 39.29% for the six months ended June 30, 2017 and June 30, 2016, respectively, which is fully offset by a 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 and RSUs are anti-dilutive and, consequently, have been excluded from the computation of diluted weighted average shares outstanding. (4) Number of diluted shares outstanding takes into account non-controlling interests of ZGP that may be exchanged for Class A Common Stock under certain circumstances. |
Supplemental Financial Informat
Supplemental Financial Information | 6 Months Ended |
Jun. 30, 2017 | |
Statement of Financial Position [Abstract] | |
Consolidated Funds on the Company’s Financial Position [Text Block] | 16. Supplemental Financial Information June 30, 2017 ZAIS Consolidated Eliminations Consolidated ( Dollars in thousands ) Assets Cash and cash equivalents $ 16,970 16,970 Income and fees receivable 2,198 (329) 1,869 Investments in affiliates, at fair value 42,986 (32,698) 10,288 Due from related parties 1,101 1,101 Property and equipment, net 319 319 Prepaid expenses 1,907 1,907 Other assets 385 385 Assets of Consolidated Funds Cash and cash equivalents 13,416 13,416 Investments, at fair value 459,416 (12,709) 446,707 Due from broker 12,095 12,095 Other assets 1,320 (313) 1,007 Total Assets $ 65,866 486,247 (46,049) 506,064 Liabilities and Equity Liabilities Compensation payable $ 4,594 4,594 Due to related parties 31 31 Fees payable 289 (289) Other liabilities 1,147 1,147 Liabilities of Consolidated Funds Notes payable of Consolidated CLO 397,229 (12,710) 384,519 Due to broker 21,974 21,974 Other liabilities 2,930 (351) 2,579 Total Liabilities 6,061 422,133 (13,350) 414,844 Commitments and Contingencies (Note 12) Equity Preferred Stock Class A Common Stock 1 1 Class B Common Stock Additional paid-in-capital 64,210 64,210 Retained earnings (Accumulated deficit) (23,779) (23,779) Accumulated other comprehensive income (loss) (44) (44) Total stockholders’ equity, ZAIS Group Holdings, Inc. 40,388 40,388 Non-controlling interests in ZAIS Group Parent, LLC 19,417 19,417 Non-controlling interests in Consolidated Funds 64,114 (32,699) 31,415 Total Equity 59,805 64,114 (32,699) 91,220 Total Liabilities and Equity $ 65,866 486,247 (46,049) 506,064 December 31, 2016 ZAIS Consolidated Eliminations Consolidated ( Dollars in thousands ) Assets Cash and cash equivalents $ 38,712 $ $ $ 38,712 Income and fees receivable 8,805 8,805 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 12) 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 Three Months Ended ZAIS Consolidated Eliminations Consolidated ( Dollars in thousands ) Revenues Management fee income $ 4,018 (329) 3,689 Incentive income 2,884 2,884 Reimbursement revenue 383 383 Other revenues 77 77 Income of Consolidated Funds 3,413 (3,009) 404 Total Revenues 7,362 3,413 (3,338) 7,437 Expenses Compensation and benefits 5,609 5,609 General, administrative and other 4,169 (290) 3,879 Depreciation and amortization 71 71 Expenses of Consolidated Funds 30 30 Total Expenses 9,849 30 (290) 9,589 Other Income (loss) Net gain (loss) on investments 1,493 (1,454) 39 Other income (expense) 32 32 Net gains (losses) of Consolidated Funds’ investments (532) 2,139 1,607 Net gain (loss) on beneficial interest of collateralized financing entity 909 909 Total Other Income (Loss) 1,525 (532) 1,594 2,587 Income (loss) before income taxes (962) 2,851 (1,454) 435 Income tax (benefit) expense 5 5 Consolidated net income (loss), net of tax (967) 2,851 (1,454) 430 Other Comprehensive Income (Loss), net of tax Foreign currency translation adjustment 9 9 Total Comprehensive Income (Loss) $ (958) 2,851 (1,454) 439 Three months Ended ZAIS Consolidated Eliminations Consolidated ( Dollars in Thousands ) Revenues Management fee income $ 3,571 $ $ $ 3,571 Incentive income 143 143 Other revenues 79 79 Total Revenues 3,793 3,793 Expenses Compensation and benefits 7,999 7,999 General, administrative and other 2,950 2,950 Depreciation and amortization 64 64 Expenses of Consolidated Funds 29 29 Total Expenses 11,013 29 11,042 Other Income (loss) Net gain (loss) on investments 1,150 (1,095) 55 Other income (expense) 87 87 Net gains (losses) of Consolidated Funds’ investments 2,176 2,176 Total Other Income (Loss) 1,237 2,176 (1,095) 2,318 Income (loss) before income taxes (5,983) 2,147 (1,095) (4,931) Income tax (benefit) expense 4 4 Consolidated net income (loss), net of tax (5,987) 2,147 (1,095) (4,935) Other Comprehensive Income (Loss), net of tax Foreign currency translation adjustment (147) (147) Total Comprehensive Income (Loss) $ (6,134) $ 2,147 $ (1,095) $ (5,082) Six Months Ended ZAIS Consolidated Eliminations Consolidated ( Dollars in thousands ) Revenues Management fee income $ 7,125 (329) 6,796 Incentive income 3,181 3,181 Reimbursement revenue 877 877 Other revenues 170 170 Income of Consolidated Funds 3,618 (3,214) 404 Total Revenues 11,353 3,618 (3,543) 11,428 Expenses Compensation and benefits 13,033 13,033 General, administrative and other 7,838 (290) 7,548 Depreciation and amortization 111 111 Expenses of Consolidated Funds 73 73 Total Expenses 20,982 73 (290) 20,765 Other Income (loss) Net gain (loss) on investments 2,411 (2,297) 114 Other income (expense) 16 16 Net gains (losses) of Consolidated Funds’ investments 960 1,754 2,714 Net gain (loss) on beneficial interest of collateralized financing entity 1,498 1,498 Total Other Income (Loss) 2,427 960 955 4,342 Income (loss) before income taxes (7,202) 4,505 (2,298) (4,995) Income tax (benefit) expense 10 10 Consolidated net income (loss), net of tax (7,212) 4,505 (2,298) (5,005) Other Comprehensive Income (Loss), net of tax Foreign currency translation adjustment 39 39 Total Comprehensive Income (Loss) $ (7,173) 4,505 (2,298) (4,966) Six months Ended ZAIS Consolidated Eliminations Consolidated ( Dollars in Thousands ) Revenues Management fee income $ 7,140 $ $ $ 7,140 Incentive income 295 295 Other revenues 159 159 Total Revenues 7,594 7,594 Expenses Compensation and benefits 17,006 17,006 General, administrative and other 6,160 6,160 Depreciation and amortization 127 127 Expenses of Consolidated Funds 48 48 Total Expenses 23,293 48 23,341 Other Income (loss) Net gain (loss) on investments 1,896 (1,859) 37 Other income (expense) 692 692 Net gains (losses) of Consolidated Funds’ investments 3,693 3,693 Total Other Income (Loss) 2,588 3,693 (1,859) 4,422 Income (loss) before income taxes (13,111) 3,645 (1,859) (11,325) Income tax (benefit) expense 9 9 Consolidated net income (loss), net of tax (13,120) 3,645 (1,859) (11,334) Other Comprehensive Income (Loss), net of tax Foreign currency translation adjustment (201) (201) Total Comprehensive Income (Loss) $ (13,321) $ 3,645 $ (1,859) $ (11,535) |
Subsequent Events
Subsequent Events | 6 Months Ended |
Jun. 30, 2017 | |
Subsequent Events [Abstract] | |
Subsequent Events [Text Block] | 17. Subsequent Events In July 2017, ZAIS began the liquidation of the ZAIS Atlas Master Fund, LP and its feeder fund (together, the “Atlas Fund”), a ZAIS Managed Entity. At June 30, 2017, the Atlas Fund had AUM of $ 32.8 Three Months Ended Six Months Ended 2017 2016 2017 2016 (Dollars in thousands) Management fees $ 14 $ 12 $ 27 $ 33 Incentive income Total $ 14 $ 12 $ 27 $ 33 ZAIS’s aggregate investment in the Atlas Fund was $ 0.1 On August 10, 2017, Zephyr A-6 sold all of its interests in ZAIS CLO 5 for a sale price of approximately $ 12.1 |
Basis of Presentation and Sum24
Basis of Presentation and Summary of Significant Accounting Policies (Policies) | 6 Months Ended |
Jun. 30, 2017 | |
Accounting Policies [Abstract] | |
Basis of Accounting, Policy [Policy Text Block] | Basis of Presentation The accompanying unaudited, interim, consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles ("U.S. GAAP") as contained within the Financial Accounting Standards Board’s ("FASB") Accounting Standards Codification ("ASC") and the rules and regulations of the SEC for interim reporting. In the opinion of management, all adjustments considered necessary for a fair statement of the Company's financial position, results of operations and cash flows have been included and are of a normal and recurring nature. The operating results presented for the interim periods are not necessarily indicative of the results that may be expected for any other interim period or for the entire year. Certain information and note disclosures normally included in financial statements prepared in accordance with U.S. GAAP as contained in the ASC have been condensed or omitted from the unaudited interim condensed consolidated financial statements according to the SEC rules and regulations. The information and disclosures contained in these unaudited interim condensed consolidated financial statements and notes should be read in conjunction with the consolidated financial statements and notes thereto included in the Company's Annual Report on Form 10-K. Certain comparative amounts in the consolidated financial statements have been reclassified to conform to the current period presentation. |
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 materially differ from those estimates. |
Consolidation, Policy [Policy Text Block] | Principles of Consolidation The consolidated financial statements included herein are the financial statements of ZAIS, its subsidiaries and the Consolidated Funds. All intercompany balances and transactions are 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 comprised of Class A Units of ZGP (“Class A Units”) held by 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”). 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 considered voting interest entities in which ZAIS Group has a controlling financial interest. The Consolidated Funds include the following entities for the reporting periods presented: As of Three Months Ended June 30, Six Months Ended June 30, Entity June 30, 2017 December 31, 2016 2017 2016 2017 2016 ZAIS Zephyr A-6, LP (“Zephyr A-6”) ü ü ü ü ü ü ZAIS CLO 5, Limited (“ZAIS CLO 5”) ü ü ü ü 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. The economic interests which are held by third-party investors are reflected as non-controlling interests in Consolidated Funds. The Company has elected the fair value option for the assets and liabilities held by the Consolidated Funds that otherwise would not have been carried at fair value. See Notes 4 and 5 for further disclosure on the assets and liabilities of the Consolidated Funds for which the fair value option has been elected. For consolidated CLOs, the Company uses the measurement alternative included in the collateralized financing entity guidance (the “Measurement Alternative”). The Company measures both the financial assets and financial liabilities of the consolidated CLO in its consolidated financial statements using the fair value of the financial assets of the consolidated CLO, which are more observable than the fair value of the financial liabilities of the consolidated CLO. As a result, the financial assets of the consolidated CLO are measured at fair value and the financial liabilities are measured in consolidation as: the sum of the fair value of the financial assets and the carrying value of any non-financial assets that are incidental to the operations of the CLO less (ii) the sum of the fair value of any beneficial interests retained by the reporting entity (other than those that represent compensation for services) and the Company’s carrying value of any beneficial interests that represent compensation for services. The resulting amount is allocated to the individual financial liabilities (other than the beneficial interest retained by the Company) using a reasonable and consistent methodology. Under the Measurement Alternative, the Company’s consolidated net income reflects the Company’s own economic interests in the consolidated CLO including changes in the (i) fair value of the beneficial interests retained by the Company and (ii) beneficial interests that represent compensation for collateral management services. Such changes are presented in Net gain (loss) on beneficial interest of collateralized financing entity in the Consolidated Statements of Comprehensive Income (Loss). The majority of the economic interests in the CLOs are held by outside parties, and 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. |
Revenue Recognition, Policy [Policy Text Block] | Reimbursement Revenue ZAIS Group may pay research and data services expenses relating to the management of the ZAIS Managed Entities directly to vendors and may allocate a portion of these costs to the respective ZAIS Managed Entities per the terms of the related agreements (the “Research Costs”). These amounts may be reimbursable by the respective ZAIS Managed Entities and are recorded as Reimbursement revenue in the Consolidated Statements of Comprehensive Income (Loss) to the extent the Company is the primary obligor for such expenses and if the costs are charged back to the respective funds. The amounts for the three and six months ended June 30, 2016 were not material and therefore were not separately reported in the Consolidated Statements of Comprehensive Income (Loss). |
Income of Consolidated Funds [Policy Text Block] | Income of Consolidated Funds Income of Consolidated Funds reflects the interest income recognized by Zephyr A-6 related to its investments in unconsolidated CLOs. Any di sc o t m i u m f x i c o m s c r t e c s e c c t m t z t n c m x p n s s i n h f i v n e r e s t m t o o v t h l v s c s c u r i i s |
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 inside the permanent capital section, if applicable. The Company records 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 the portion of management fee income received from ZFC REIT that was payable to holders of Class B interests in ZAIS REIT Management, LLC (“ZAIS REIT Management”), a majority owned subsidiary of ZAIS Group which was the external adviser to ZFC REIT prior to October 31, 2016 (see Note 6 “Management Fee Income and Incentive Income”). |
New Accounting Pronouncements, Policy [Policy Text Block] | Since May 2014, the FASB has issued ASU Nos. 2014-09, 2015-14, 2016-08, 2016-10 and 2016-12, Revenue from Contracts with Customers In January 2016, the FASB issued ASU No. 2016-01, Financial Instruments-Overall (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 August 2016, the FASB issued ASU 2016-15, Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments In December 2016 the FASB issued ASU 2016-19, Technical Corrections and Improvements |
Organization (Tables)
Organization (Tables) | 6 Months Ended |
Jun. 30, 2017 | |
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”): Reporting Period Approximately As of June 30, 2017 (1) $ 3.752 As of December 31, 2016 $ 3.444 ( 1) On April 19, 2017, the ZAIS Opportunity Fund, Ltd. received a redemption request for a redemption of approximately $ 68.3 |
Investments in Affiliates (Tabl
Investments in Affiliates (Tables) | 6 Months Ended |
Jun. 30, 2017 | |
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: June 30, December 31, (Dollars in thousands) $ 10,288 $ 5,273 |
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: Three Months Ended Six Months Ended June 30, 2017 June 30, 2016 June 30, 2017 June 30, 2016 (Dollars in thousands) $ 2 $ 25 $ 15 $ (22) |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 6 Months Ended |
Jun. 30, 2017 | |
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 and liabilities measured at fair value on a recurring basis within the fair value hierarchy levels or based on net asset values, as applicable: June 30, 2017 (Dollars in thousands) Level 1 Level 2 Level 3 Net Asset Total Assets, at fair value: Cash equivalents $ 16,103 $ $ $ $ 16,103 Investments in affiliates, at fair value 10,288 10,288 Assets of Consolidated Funds Investments, at fair value: Bank loans 396,408 396,408 CLOs: Senior notes 18,998 18,998 Mezzanine notes 3,950 3,950 Subordinated notes 2,346 2,346 Warehouse 25,005 25,005 Total investments, at fair value 446,707 446,707 Total assets, at fair value $ 16,103 $ $ 446,707 $ 10,288 $ 473,098 Liabilities, at fair value: Liabilities of Consolidated Funds Notes payable of Consolidated CLO, at fair value 384,519 384,519 Total liabilities, at fair value $ $ $ 384,519 $ $ 384,519 14 December 31, 2016 (Dollars in thousands) Level 1 Level 2 Level 3 Net Asset Total Assets, at fair value: Cash equivalents $ 36,971 $ $ $ $ 36,971 Investments in affiliates, at fair value 5,273 5,273 Assets of Consolidated Funds Investments, at fair value: Bank loans 389,329 389,329 CLOs: Warehouse 15,036 15,036 Total investments, at fair value 404,365 404,365 Total assets, at fair value $ 36,971 $ $ 404,365 $ 5,273 $ 446,609 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 |
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: Six Months Ended June 30, 2017 (Dollars in thousands) Beginning Balance January 1, 2017 Purchases/ Issuances Sales/ Redemptions/ Settlements Total Realized and Change in Unrealized Gains (Losses) Amortization of Discounts/ Premiums Transfers to (from) Level 3 Ending Balance June 30, 2017 Change in Unrealized Gains/Losses Relating to Assets and Liabilities Still Held at June 30, 2017 Assets: Bank loans $ 389,329 $ 211,967 $ (201,635 ) $ (3,939 ) $ 686 $ $ 396,408 $ (2,655 ) CLOs: Senior notes 19,000 (106 ) 104 18,998 (106 ) Mezzanine notes 3,950 (44 ) 44 3,950 (44 ) Subordinated notes 6,072 (3,872 ) 113 33 2,346 (111 ) Warehouse 15,036 55,000 (45,000 ) (31 ) 25,005 (5 ) Total investments, at fair value $ 404,365 $ 295,989 $ (250,507 ) $ (4,007 ) $ 867 $ $ 446,707 $ (2,921 ) Liabilities: Notes payable of Consolidated CLO, at fair value $ 384,901 $ $ $ (382 ) $ $ $ 384,519 $ (382 ) Total liabilities, at fair value $ 384,901 $ $ $ (382 ) $ $ $ 384,519 $ (382 ) Six Months Ended June 30, 2016 ( Dollars in thousands ) Beginning Purchases/ Sales/ Total Transfers Ending Change in CLOs: Warehouse $ 30,509 $ 10,000 $ $ 3,692 $ $ 44,201 $ 3,692 Total investments, at fair value $ 30,509 $ 10,000 $ $ 3,692 $ $ 44,201 $ 3,692 |
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: Investment Type Fair Value Valuation Unobservable Amount/ Min Max Weighted (Dollars in Thousands) Assets of Consolidated Funds: Bank loans $ 396,408 Third party pricing source Not Not applicable CLOs: Senior notes 18,998 Third party pricing source Not Not applicable Mezzanine notes 3,950 Third party pricing source Not Not applicable Subordinated notes 2,346 Third party pricing source Not Not applicable Warehouse 25,005 Cost plus excess spread Excess 0.02% Total Investments, at fair value $ 446,707 Liabilities of Consolidated Funds: Notes payable of Consolidated CLO, at fair value $ 384,519 Measurement Alternative Not Not applicable Total Notes payable of Consolidated CLO, at fair value $ 384,519 Investment Type Fair Value Valuation Unobservable Amount/ Min Max Weighted (Dollars in Thousands) Assets of Consolidated Funds: Bank loans $ 389,329 Third party valuation source Not applicable Not applicable CLOs: 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 Not applicable Not applicable Total Notes payable of Consolidated CLO, at fair value $ 384,901 |
Variable Interest Entities (Tab
Variable Interest Entities (Tables) | 6 Months Ended |
Jun. 30, 2017 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Gain (Loss) on Investments [Table Text Block] | Net gain (loss) related to Zephyr A-6’s investments in ZAIS CLO 5, ZAIS CLO 6 and ZAIS CLO 7 for the period which the investments were not consolidated by the Company includes the following: Three Months Ended Six Months Ended 2017 2016 2017 2016 (Dollars in thousands) ZAIS CLO 5: Change in unrealized gain or loss $ $ 2,176 $ $ 3,693 ZAIS CLO 6: Change in unrealized gain or loss (1,370) (263) Realized gains 2,972 2,972 Total ZAIS CLO 6 1,602 2,709 ZAIS CLO 7: Change in unrealized gain or loss 5 5 Total Net gain (loss) of Consolidated Funds’ investments $ 1,607 $ 2,176 $ 2,714 $ 3,693 |
Investments [Text Block] | Investment In Financial Statement June 30, December 31, (Dollars in thousands) Certain ZAIS Managed Entities Investment in affiliates, at fair value $ 288 $ 273 CLOs Assets of Consolidated Funds Investments at fair value 25,294 CLO Warehouses Assets of Consolidated Funds Investments at fair value 25,005 15,036 Total $ 50,587 $ 15,309 |
Schedule of Variable Interest Entities [Table Text Block] | Zephyr A-6, one of the Consolidated Funds, contributed the following amounts to ZAIS CLO 5, ZAIS CLO 6 and ZAIS CLO 7 during the warehouse periods: Three Months Ended Six Months Ended 2017 2016 2017 2016 (Dollars in thousands) ZAIS CLO 5 $ $ $ $ 10,000 ZAIS CLO 6 30,000 ZAIS CLO 7 25,000 25,000 Total $ 25,000 $ $ 55,000 $ 10,000 |
Schedule of Components of CDO Assets and Liabilities and Eliminations for Consolidated Fund’s Investments in CDOs [Table Text Block] | 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: June 30, December 31, (Dollars in thousands) Cash and cash equivalents $ 12,634 $ 23,987 Investments, at fair value 396,407 389,329 409,041 413,316 Other assets (liabilities), net (11,488) (8,909) Notes payable of consolidated CLO, at fair value 397,553 404,407 Elimination of Consolidated Funds’ investments in CLO (13,034) (19,506) Notes payable of consolidated CLO, at fair value (net of eliminations) $ 384,519 $ 384,901 |
Schedule of Long-term Debt Instruments [Table Text Block] | The tables below present information related to ZAIS CLO 5’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. June 30, 2017 (Dollars in thousands) Unpaid Fair Weighted Weighted Stated Senior and Mezzanine Secured Notes $ 365,745 $ 357,507 3.35 % 11.33 October 2028 Subordinated Notes 27,635 27,012 N/A 11.33 October 2028 Total $ 393,380 $ 384,519 December 31, 2016 (Dollars in thousands) Unpaid Fair Weighted Weighted Stated Senior and Mezzanine 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 Inc29
Management Fee Income and Incentive Income (Tables) | 6 Months Ended |
Jun. 30, 2017 | |
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): Three Months Ended ( Dollars in thousands ) Fee Range Gross Elimination Net Management Fee Income (1) Funds and accounts 0.50% - 1.25% $ 2,745 $ (329) $ 2,416 CLOs 0.15% - 0.50% 1,273 1,273 Total $ 4,018 $ (329) $ 3,689 Incentive Income (1) (2) Funds and accounts 10% - 20% $ 2,784 $ $ 2,784 CLOs 20% 100 100 Total $ 2,884 $ $ 2,884 Three Months Ended (Dollars in thousands) Fee Range Gross Elimination Net Management Fee Income (1) Funds and accounts 0.50% - 1.25% $ 2,373 $ $ 2,373 CLOs 0.15% - 0.50% 425 425 ZFC REIT (3) 1.50% 773 773 Total $ 3,571 $ $ 3,571 Incentive Income (1) (2) Funds and accounts 10% - 20% $ 143 $ $ 143 CLOs 20% Total $ 143 $ $ 143 Six Months Ended ( Dollars in thousands ) Fee Range Gross Elimination Net Management Fee Income (1) Funds and accounts 0.50% - 1.25% $ 5,358 $ (329) $ 5,029 CLOs 0.15% - 0.50% 1,767 1,767 Total $ 7,125 $ (329) $ 6,796 Incentive Income (1) (2) Funds and accounts 10% - 20% $ 3,071 $ $ 3,071 CLOs 20% 110 110 Total $ 3,181 $ $ 3,181 Six Months Ended (Dollars in thousands) Fee Range Gross Elimination Net Management Fee Income (1) Funds and accounts 0.50% - 1.25% $ 4,769 $ $ 4,769 CLOs 0.15% - 0.50% 830 830 ZFC REIT (3) 1.50% 1,541 1,541 Total $ 7,140 $ $ 7,140 Incentive Income (1) (2) Funds and accounts 10% - 20% $ 295 $ $ 295 CLOs 20% Total $ 295 $ $ 295 (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. (3) On October 31, 2016, the management agreement with ZFC REIT was terminated pursuant to the Termination Agreement. |
Schedule Of Management Fee Income And Incentive Income Net Of Credit [Table Text Block] | The management fee income and incentive income amounts above are net of the following credits, which are recorded as a reduction either of Management fee income or Incentive income in the Consolidated Statements of Comprehensive Income (Loss): Three Months Ended Six Months Ended 2017 2016 2017 2016 (Dollars in thousands) Management fee income credit $ 63 $ 50 $ 126 $ 104 Incentive income credit Total $ 63 $ 50 $ 126 $ 104 |
Schedule Of Rebate Fees [Table Text Block] | The following table presents the gross amount of the rebated fees prior to eliminations due to the consolidation of Zephyr A-6 and the net amount reported in the Company’s Consolidated Statements of Comprehensive Income (Loss): Three and Six Months Ended ( Dollars in thousands ) Gross Elimination Net Rebated Fees $ 290 $ (290) $ Total $ 290 $ (290) $ |
Schedule Of Management fee Income And Incentive Income Receivable [Table Text Block] | Management fee income and incentive income which was accrued, but not received is as follows: June 30, December 31, (Dollars in thousands) Management fee income $ 1,278 $ 1,284 Incentive income 591 7,521 Total $ 1,869 $ 8,805 |
Notes Payable (Tables)
Notes Payable (Tables) | 6 Months Ended |
Jun. 30, 2017 | |
Debt Disclosure [Abstract] | |
Interest Income and Interest Expense Disclosure [Table Text Block] | Total interest expense is included in Other income (expense) in the Consolidated Statements of Comprehensive Income (Loss) and was as follows: Three Months Ended Six Months Ended 2017 2016 2017 2016 (Dollars in thousands) $ $ 2 $ 3 $ 4 |
Compensation (Tables)
Compensation (Tables) | 6 Months Ended |
Jun. 30, 2017 | |
Schedule Of Compensation Expense And Employee Benefit [Table Text Block] | The following table presents a detailed breakout of the Company’s compensation expense: Three Months Ended Six Months Ended 2017 2016 2017 2016 (Dollars in thousands) Salaries $ 2,293 $ 2,593 $ 4,629 $ 5,873 Bonus 2,966 3,502 6,143 7,400 Severance 119 72 762 Equity-Based Compensation 56 1,339 1,168 1,682 Payroll taxes and benefits 294 443 1,021 1,286 Commissions 3 3 Total $ 5,609 $ 7,999 $ 13,033 $ 17,006 |
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 of 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 paid in March 2017 (in thousands) $ 256 |
Schedule of Nonvested Share Activity [Table Text Block] | Three Months Ended 2017 2016 Number of Weighted Number of Weighted Balance at beginning of period $ 1,288,778 $ 9.40 Forfeited (156,565) 9.70 Balance at end of period $ 1,132,213 $ 9.36 Six Months Ended 2017 2016 Number of Weighted Number of Weighted Balance at beginning of period $ 1,337,486 $ 9.67 Granted 100,000 6.34 Forfeited (305,273) 9.70 Balance at end of period $ 1,132,213 $ 9.36 |
Schedule of Unrecognized Compensation Cost, Nonvested Awards [Table Text Block] | The Company incurred compensation expense relating to the Class B-0 Units (including Class B-0 Units cancelled in consideration for the receipt of RSUs or cash) as follows: Three Months Ended Six Months Ended (Dollars in thousands) (Dollars in thousands) 2017 2016 2017 2016 $ $ 1,296 $ 1,059 $ 1,566 |
Schedule of Share Based Compensation Estimated Forfeiture Percentage [Table Text Block] | The estimated forfeiture rates of Class B-0 Units, including those cancelled in exchange for Class A Common Stock, were as follows: Three Months Ended Six Months Ended (Dollars in thousands) (Dollars in thousands) 2017 2016 2017 2016 % 29.6 % % 29.6 % |
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 agreed to the cancellation of their Class B-0 Units: Three Months Ended 2017 2016 Number of Weighted Number of Weighted Balance at beginning of period: 105,273 $ 2.17 30,000 $ 9.85 Grants during period to: Non-employee directors 63,219 2.19 30,942 3.22 Vested (30,942) 3.22 (30,000) 9.85 Balance at end of period 137,550 $ 1.94 30,942 $ 3.22 Six Months Ended 2017 2016 Number of Weighted Number of Weighted Balance at beginning of period: 1,004,947 $ 8.60 30,000 $ 9.85 Grants during period to: Non-employee directors 63,219 2.19 30,942 3.22 Vested (930,616) 9.13 (30,000) 9.85 Balance at end of period 137,550 $ 1.94 30,942 $ 3.22 |
Restricted Stock Units (RSUs) [Member] | |
Schedule of Compensation Cost for Share-based Payment Arrangements, Allocation of Share-based Compensation Costs by Plan [Table Text Block] | The Company incurred compensation expense relating to the non-employee RSUs as follows: Three Months Ended Six Months Ended 2017 2016 2017 2016 (Dollars in thousands) $ 56 $ 43 $ 109 $ 116 |
Income Taxes (Tables)
Income Taxes (Tables) | 6 Months Ended |
Jun. 30, 2017 | |
Schedule of Effective Income Tax Rate Reconciliation [Table Text Block] | As a result of the variations each quarter in the relationship between pre-tax income and income tax expense, the Company utilizes the actual effective tax rate for each interim period being presented to calculate the tax (benefit) or expense. The following is a reconciliation of the U.S. statutory federal income tax to the Company’s effective tax: Three Months Ended Six Months Ended 2017 2016 2017 2016 (Dollars in thousands) Income tax (benefit) expense at the U.S. federal statutory income tax rate $ 148 (1,676) (1,698) (3,850) State and local income tax, net of federal benefit (37) (242) (270) (529) Foreign tax 5 4 10 9 Effect of permanent differences 2 56 3 58 Income attributable to non-controlling interests in Consolidated Funds not subject to tax (475) (358) (750) (607) Income attributable to non-controlling interests in ZGP not subject to tax 107 649 814 1,430 Equity Compensation “Shortfall” DTA Adjustment (16) 1,932 Valuation allowance 271 1,571 (31) 3,498 Total 5 4 10 9 |
Summary of Operating Loss Carryforwards [Table Text Block] | As of June 30, 2017, the Company has estimated federal and state income tax net operating loss carryforwards of approximately $ 13.4 (Dollars in 2032 $ 1 2033 83 2034 122 2035 5,990 2036 1,640 2037 5,569 Total $ 13,405 |
Related Party Transactions (Tab
Related Party Transactions (Tables) | 6 Months Ended |
Jun. 30, 2017 | |
Schedule of Capital Units [Table Text Block] | The total amount of investors’ capital balances that are not being charged fees were approximately as follows: June 30, December 31, (Dollars in thousands) $ 22,934 $ 21,713 |
Schedule of Asset Under Management [Table Text Block] | The total amounts of AUM that are not being charged fees were approximately as follows: June 30, December 31, (Dollars in thousands) $ 296,452 $ 560,272 |
Schedule of Related Party Transactions [Table Text Block] | The Company incurred the following expenses pursuant to the engagement agreement: Three Months Ended Six Months Ended 2017 2016 2017 2016 (Dollars in thousands) $ 45 $ 76 $ 91 $ 76 |
Mr. Ramsey [Member] | |
Schedule Of Consulting Fee Expenses [Table Text Block] | The Company has recorded the following expense related to the Consulting Agreement: Three Months Ended Six Months Ended 2017 2016 2017 2016 (Dollars in thousands) $ $ 125 $ 105 $ 250 |
Ms. Rohan [Member] | |
Schedule of Related Party Transactions [Table Text Block] | Amounts payable to Ms. Rohan pursuant to the consulting agreement are as follows: June 30, December 31, (Dollars in thousands) $ 8 $ 16 |
Schedule Of Consulting Fee Expenses [Table Text Block] | The Company recognized the following amounts for her services: Three Months Ended Six Months Ended 2017 2016 2017 2016 (Dollars in thousands) $ 24 $ 27 $ 48 $ 54 |
ZAIS Managed Entities [Member] | |
Schedule of Related Party Transactions [Table Text Block] | The amounts due from the ZAIS Managed Entities for Research Costs and other costs paid to vendors by ZAIS on behalf of the ZAIS Managed Entities (the “Other Direct Costs”) are as follows: June 30, December 31, (Dollars in thousands) Research Costs $ 788 $ 581 Other Direct Costs 313 117 Total $ 1,101 $ 698 |
Property and Equipment (Tables)
Property and Equipment (Tables) | 6 Months Ended |
Jun. 30, 2017 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant and Equipment [Table Text Block] | Property and equipment consist of the following: June 30, December 31, (Dollars in thousands) Office equipment $ 3,246 $ 3,098 Leasehold improvements 692 684 Furniture and fixtures 572 572 Software 412 409 4,922 4,763 Less accumulated depreciation and amortization (4,603) (4,489) Total $ 319 $ 274 |
Schedule Of Depreciation Expense Related To Fixed Assets [Table Text Block] | The Company recognized depreciation and amortization expense as follows: Three Months Ended Six Months Ended 2017 2016 2017 2016 (Dollars in thousands) $ 71 $ 64 $ 111 $ 127 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 6 Months Ended |
Jun. 30, 2017 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of Related Party Transactions [Table Text Block] | The Company incurred the following expenses pursuant to the engagement agreement: Three Months Ended Six Months Ended 2017 2016 2017 2016 (Dollars in thousands) $ 45 $ 76 $ 91 $ 76 |
Schedule Of Expenses For Legal Advisor Agreement [Table Text Block] | The Company incurred the following expenses pursuant to the Legal Advisor Agreement: Three Months Ended Six Months Ended 2017 2016 2017 2016 (Dollars in thousands) $ 192 $ $ 642 $ |
Capital Commitments [Table Text Block] | The Company’s cumulative contributions to Zephyr A-6 were as follows: June 30, December 31, (Dollars in thousands) $ 26,597 $ 20,477 |
Schedule of Rent Expense [Table Text Block] | The Company incurred rent expense as follows: Three Months Ended Six Months Ended 2017 2016 2017 2016 (Dollars in thousands) $ 222 $ 263 $ 437 $ 507 |
Schedule of Future Minimum Rental Payments for Operating Leases [Table Text Block] | Aggregate future minimum annual rental payments for the period from July 1, 2017 to December 31, 2017 and the period subsequent to December 31, 2017 are approximately as follows: Period (Dollars in Six months ended December 31, 2017 310 January 2018 through September 2018 278 |
Stockholders_ Equity (Tables)
Stockholders’ Equity (Tables) | 6 Months Ended |
Jun. 30, 2017 | |
Stockholders' Equity Note [Abstract] | |
Schedule Of Shares Issued From Vesting Of Restricted Stock Units [Table Text Block] | The Company issued the following Class A Common Stock related to RSUs which vested: Three Months Ended Six Months Ended 2017 2016 2017 2016 30,942 30,000 579,865 30,000 |
Earnings Per Share (Tables)
Earnings Per Share (Tables) | 6 Months Ended |
Jun. 30, 2017 | |
Earnings Per Share [Abstract] | |
Schedule of Earnings Per Share, Basic and Diluted [Table Text Block] | The following table presents a reconciliation of the earnings and shares used in calculating basic and diluted earnings per share: Three Months Ended Six Months Ended 2017 2016 2017 2016 (Dollars in thousands, except shares and per share data) Numerator: Consolidated Net Income (Loss), net of tax, attributable to ZAIS Group Holdings, Inc. Class A common stockholders (Basic) $ (652) $ (4,076) $ (4,814) $ (8,910) Effect of dilutive securities: Consolidated Net Income (Loss), net of tax, attributable to non-controlling interests in ZGP (315) (1,911) (2,398) (4,210) Less: Consolidated Net (Income) Loss, net of tax, attributable to ZAIS REIT Management Class B interests (1) (142) (284) Income tax (benefit) expense (2) Consolidated Net Income (Loss), net of tax, attributable to stockholders, after effect of dilutive securities $ (967) $ (6,129) $ (7,212) $ (13,404) Denominator: Weighted average number of shares of Class A Common Stock 14,473,642 13,892,016 14,231,320 13,881,466 Effect of dilutive securities: Weighted average number of Class A Units 7,000,000 7,000,000 7,000,000 7,000,000 Dilutive number of Class B-0 Units and RSUs (3) Diluted weighted average shares outstanding (4) 21,473,642 20,892,016 21,231,320 20,881,466 Consolidated Net Income (Loss), net of tax, per Class A common share Basic $ (0.05) $ (0.29) $ (0.34) $ (0.64) Consolidated Net Income (Loss), net of tax, per Class A common share Diluted $ (0.05) $ (0.29) $ (0.34) $ (0.64) (1) Amount represents portion of the management fee income received from ZFC REIT that was payable to holders of Class B interests in ZAIS REIT Management. (2) Income tax (benefit) expense is calculated using an assumed tax rate of 41.73% and 38.56% for the three months ended June 30, 2017 and June 30, 2016, respectively, and (0.64)% and 39.29% for the six months ended June 30, 2017 and June 30, 2016, respectively, which is fully offset by a 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 and RSUs 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 Inform38
Supplemental Financial Information (Tables) | 6 Months Ended |
Jun. 30, 2017 | |
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: June 30, 2017 ZAIS Consolidated Eliminations Consolidated ( Dollars in thousands ) Assets Cash and cash equivalents $ 16,970 16,970 Income and fees receivable 2,198 (329) 1,869 Investments in affiliates, at fair value 42,986 (32,698) 10,288 Due from related parties 1,101 1,101 Property and equipment, net 319 319 Prepaid expenses 1,907 1,907 Other assets 385 385 Assets of Consolidated Funds Cash and cash equivalents 13,416 13,416 Investments, at fair value 459,416 (12,709) 446,707 Due from broker 12,095 12,095 Other assets 1,320 (313) 1,007 Total Assets $ 65,866 486,247 (46,049) 506,064 Liabilities and Equity Liabilities Compensation payable $ 4,594 4,594 Due to related parties 31 31 Fees payable 289 (289) Other liabilities 1,147 1,147 Liabilities of Consolidated Funds Notes payable of Consolidated CLO 397,229 (12,710) 384,519 Due to broker 21,974 21,974 Other liabilities 2,930 (351) 2,579 Total Liabilities 6,061 422,133 (13,350) 414,844 Commitments and Contingencies (Note 12) Equity Preferred Stock Class A Common Stock 1 1 Class B Common Stock Additional paid-in-capital 64,210 64,210 Retained earnings (Accumulated deficit) (23,779) (23,779) Accumulated other comprehensive income (loss) (44) (44) Total stockholders’ equity, ZAIS Group Holdings, Inc. 40,388 40,388 Non-controlling interests in ZAIS Group Parent, LLC 19,417 19,417 Non-controlling interests in Consolidated Funds 64,114 (32,699) 31,415 Total Equity 59,805 64,114 (32,699) 91,220 Total Liabilities and Equity $ 65,866 486,247 (46,049) 506,064 December 31, 2016 ZAIS Consolidated Eliminations Consolidated ( Dollars in thousands ) Assets Cash and cash equivalents $ 38,712 $ $ $ 38,712 Income and fees receivable 8,805 8,805 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 12) 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 Three Months Ended ZAIS Consolidated Eliminations Consolidated ( Dollars in thousands ) Revenues Management fee income $ 4,018 (329) 3,689 Incentive income 2,884 2,884 Reimbursement revenue 383 383 Other revenues 77 77 Income of Consolidated Funds 3,413 (3,009) 404 Total Revenues 7,362 3,413 (3,338) 7,437 Expenses Compensation and benefits 5,609 5,609 General, administrative and other 4,169 (290) 3,879 Depreciation and amortization 71 71 Expenses of Consolidated Funds 30 30 Total Expenses 9,849 30 (290) 9,589 Other Income (loss) Net gain (loss) on investments 1,493 (1,454) 39 Other income (expense) 32 32 Net gains (losses) of Consolidated Funds’ investments (532) 2,139 1,607 Net gain (loss) on beneficial interest of collateralized financing entity 909 909 Total Other Income (Loss) 1,525 (532) 1,594 2,587 Income (loss) before income taxes (962) 2,851 (1,454) 435 Income tax (benefit) expense 5 5 Consolidated net income (loss), net of tax (967) 2,851 (1,454) 430 Other Comprehensive Income (Loss), net of tax Foreign currency translation adjustment 9 9 Total Comprehensive Income (Loss) $ (958) 2,851 (1,454) 439 Three months Ended ZAIS Consolidated Eliminations Consolidated ( Dollars in Thousands ) Revenues Management fee income $ 3,571 $ $ $ 3,571 Incentive income 143 143 Other revenues 79 79 Total Revenues 3,793 3,793 Expenses Compensation and benefits 7,999 7,999 General, administrative and other 2,950 2,950 Depreciation and amortization 64 64 Expenses of Consolidated Funds 29 29 Total Expenses 11,013 29 11,042 Other Income (loss) Net gain (loss) on investments 1,150 (1,095) 55 Other income (expense) 87 87 Net gains (losses) of Consolidated Funds’ investments 2,176 2,176 Total Other Income (Loss) 1,237 2,176 (1,095) 2,318 Income (loss) before income taxes (5,983) 2,147 (1,095) (4,931) Income tax (benefit) expense 4 4 Consolidated net income (loss), net of tax (5,987) 2,147 (1,095) (4,935) Other Comprehensive Income (Loss), net of tax Foreign currency translation adjustment (147) (147) Total Comprehensive Income (Loss) $ (6,134) $ 2,147 $ (1,095) $ (5,082) Six Months Ended ZAIS Consolidated Eliminations Consolidated ( Dollars in thousands ) Revenues Management fee income $ 7,125 (329) 6,796 Incentive income 3,181 3,181 Reimbursement revenue 877 877 Other revenues 170 170 Income of Consolidated Funds 3,618 (3,214) 404 Total Revenues 11,353 3,618 (3,543) 11,428 Expenses Compensation and benefits 13,033 13,033 General, administrative and other 7,838 (290) 7,548 Depreciation and amortization 111 111 Expenses of Consolidated Funds 73 73 Total Expenses 20,982 73 (290) 20,765 Other Income (loss) Net gain (loss) on investments 2,411 (2,297) 114 Other income (expense) 16 16 Net gains (losses) of Consolidated Funds’ investments 960 1,754 2,714 Net gain (loss) on beneficial interest of collateralized financing entity 1,498 1,498 Total Other Income (Loss) 2,427 960 955 4,342 Income (loss) before income taxes (7,202) 4,505 (2,298) (4,995) Income tax (benefit) expense 10 10 Consolidated net income (loss), net of tax (7,212) 4,505 (2,298) (5,005) Other Comprehensive Income (Loss), net of tax Foreign currency translation adjustment 39 39 Total Comprehensive Income (Loss) $ (7,173) 4,505 (2,298) (4,966) Six months Ended ZAIS Consolidated Eliminations Consolidated ( Dollars in Thousands ) Revenues Management fee income $ 7,140 $ $ $ 7,140 Incentive income 295 295 Other revenues 159 159 Total Revenues 7,594 7,594 Expenses Compensation and benefits 17,006 17,006 General, administrative and other 6,160 6,160 Depreciation and amortization 127 127 Expenses of Consolidated Funds 48 48 Total Expenses 23,293 48 23,341 Other Income (loss) Net gain (loss) on investments 1,896 (1,859) 37 Other income (expense) 692 692 Net gains (losses) of Consolidated Funds’ investments 3,693 3,693 Total Other Income (Loss) 2,588 3,693 (1,859) 4,422 Income (loss) before income taxes (13,111) 3,645 (1,859) (11,325) Income tax (benefit) expense 9 9 Consolidated net income (loss), net of tax (13,120) 3,645 (1,859) (11,334) Other Comprehensive Income (Loss), net of tax Foreign currency translation adjustment (201) (201) Total Comprehensive Income (Loss) $ (13,321) $ 3,645 $ (1,859) $ (11,535) |
Subsequent Events (Tables)
Subsequent Events (Tables) | 6 Months Ended |
Jun. 30, 2017 | |
Subsequent Events [Abstract] | |
Schedule Of Management Fees Revenue [Table Text Block] | Additionally, Three Months Ended Six Months Ended 2017 2016 2017 2016 (Dollars in thousands) Management fees $ 14 $ 12 $ 27 $ 33 Incentive income Total $ 14 $ 12 $ 27 $ 33 |
Organization (Details)
Organization (Details) - USD ($) $ in Millions | Jun. 30, 2017 | Dec. 31, 2016 | |
Assets under Management, Carrying Amount | $ 3,752 | [1] | $ 3,444 |
[1] | On April 19, 2017, the ZAIS Opportunity Fund, Ltd. received a redemption request for a redemption of approximately $68.3 million (value date of June 30, 2017) from a European investor impacted by regulatory constraints. This redemption is expected to be effectuated August 31, 2017. The AUM amount presented has not been reduced for this redemption request. |
Organization (Details Textual)
Organization (Details Textual) $ in Millions | Apr. 19, 2017USD ($) |
ZAIS Opportunity Fund Master Fund [Member] | |
Redemption Value of Investments | $ 68.3 |
Investments in Affiliates (Deta
Investments in Affiliates (Details) - USD ($) $ in Thousands | Jun. 30, 2017 | Dec. 31, 2016 |
Investments in and Advances to Affiliates, at Fair Value | $ 10,288 | $ 5,273 |
Investments in Affiliates (De43
Investments in Affiliates (Details 1) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | |
Unrealized Gain (Loss) on Investments | $ 2 | $ 25 | $ 15 | $ (22) |
Investments in Affiliates (De44
Investments in Affiliates (Details Textual) - USD ($) $ in Millions | 1 Months Ended | 6 Months Ended | |||
Jun. 30, 2017 | Jun. 29, 2017 | Feb. 28, 2017 | Jun. 30, 2017 | Jun. 30, 2016 | |
Investments in and Advances to Affiliates [Line Items] | |||||
Equity Method Investment, Additional Information | no equity investment, individually or in the aggregate, held by the Company exceeded 10% of its total consolidated assets. | no equity investment, individually or in the aggregate, held by the Company exceeded 20% of its total consolidated assets. | |||
Financial Support, Capital Contributions [Member] | |||||
Investments in and Advances to Affiliates [Line Items] | |||||
Nonconsolidated Legal Entity, Financial Support Amount | $ 5 | $ 5 | $ 5 |
Fair Value Measurements (Detail
Fair Value Measurements (Details) - USD ($) $ in Thousands | Jun. 30, 2017 | Dec. 31, 2016 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash equivalents | $ 16,103 | $ 36,971 |
Investments, at fair value: | ||
Investments in affiliates, at net asset value | 10,288 | 5,273 |
Net Asset Value [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Assets, Fair Value Disclosure | 10,288 | 5,273 |
Cash equivalents | 0 | 0 |
Investments, at fair value: | ||
Investments in affiliates, at net asset value | 10,288 | 5,273 |
Consolidated Funds [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Assets, Fair Value Disclosure | 473,098 | 446,609 |
Investments, at fair value: | ||
Investments in affiliates, at net asset value | 446,707 | 404,365 |
Investments, Fair Value Disclosure | 446,707 | 404,365 |
Liabilities, at fair value: | ||
Liabilities Fair Value Disclosure | 384,519 | 384,901 |
Consolidated Funds [Member] | Net Asset Value [Member] | ||
Investments, at fair value: | ||
Investments in affiliates, at net asset value | 0 | 0 |
Liabilities, at fair value: | ||
Liabilities Fair Value Disclosure | 0 | 0 |
Consolidated Funds [Member] | Notes Payable of Consolidated CLOs [Member] | ||
Liabilities, at fair value: | ||
Liabilities Fair Value Disclosure | 384,519 | 384,901 |
Consolidated Funds [Member] | Notes Payable of Consolidated CLOs [Member] | Net Asset Value [Member] | ||
Liabilities, at fair value: | ||
Liabilities Fair Value Disclosure | 0 | 0 |
Collateralized Loan Obligations [Member] | Consolidated Funds [Member] | ||
Investments, at fair value: | ||
Investments, Fair Value Disclosure | 25,005 | 15,036 |
Collateralized Loan Obligations [Member] | Consolidated Funds [Member] | Senior Notes [Member] | ||
Investments, at fair value: | ||
Investments, Fair Value Disclosure | 18,998 | |
Collateralized Loan Obligations [Member] | Consolidated Funds [Member] | Mezzanine Notes [Member] | ||
Investments, at fair value: | ||
Investments, Fair Value Disclosure | 3,950 | |
Collateralized Loan Obligations [Member] | Consolidated Funds [Member] | Subordinated Debt [Member] | ||
Investments, at fair value: | ||
Investments, Fair Value Disclosure | 2,346 | |
Collateralized Loan Obligations [Member] | Consolidated Funds [Member] | Net Asset Value [Member] | ||
Investments, at fair value: | ||
Investments, Fair Value Disclosure | 0 | 0 |
Collateralized Loan Obligations [Member] | Consolidated Funds [Member] | Net Asset Value [Member] | Senior Notes [Member] | ||
Investments, at fair value: | ||
Investments, Fair Value Disclosure | 0 | |
Collateralized Loan Obligations [Member] | Consolidated Funds [Member] | Net Asset Value [Member] | Mezzanine Notes [Member] | ||
Investments, at fair value: | ||
Investments, Fair Value Disclosure | 0 | |
Collateralized Loan Obligations [Member] | Consolidated Funds [Member] | Net Asset Value [Member] | Subordinated Debt [Member] | ||
Investments, at fair value: | ||
Investments, Fair Value Disclosure | 0 | |
Bank loans [Member] | Consolidated Funds [Member] | ||
Investments, at fair value: | ||
Investments in affiliates, at net asset value | 396,408 | |
Investments, Fair Value Disclosure | 389,329 | |
Bank loans [Member] | Consolidated Funds [Member] | Net Asset Value [Member] | ||
Investments, at fair value: | ||
Investments in affiliates, at net asset value | 0 | 0 |
Fair Value, Inputs, Level 1 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Assets, Fair Value Disclosure | 16,103 | 36,971 |
Cash equivalents | 16,103 | 36,971 |
Investments, at fair value: | ||
Investments in affiliates, at net asset value | 0 | 0 |
Fair Value, Inputs, Level 1 [Member] | Consolidated Funds [Member] | ||
Investments, at fair value: | ||
Investments, Fair Value Disclosure | 0 | 0 |
Liabilities, at fair value: | ||
Liabilities Fair Value Disclosure | 0 | 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 | 0 |
Fair Value, Inputs, Level 1 [Member] | Collateralized Loan Obligations [Member] | Consolidated Funds [Member] | ||
Investments, at fair value: | ||
Investments, Fair Value Disclosure | 0 | 0 |
Fair Value, Inputs, Level 1 [Member] | Collateralized Loan Obligations [Member] | Consolidated Funds [Member] | Senior Notes [Member] | ||
Investments, at fair value: | ||
Investments, Fair Value Disclosure | 0 | |
Fair Value, Inputs, Level 1 [Member] | Collateralized Loan Obligations [Member] | Consolidated Funds [Member] | Mezzanine Notes [Member] | ||
Investments, at fair value: | ||
Investments, Fair Value Disclosure | 0 | |
Fair Value, Inputs, Level 1 [Member] | Collateralized Loan Obligations [Member] | Consolidated Funds [Member] | Subordinated Debt [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 in affiliates, at net asset value | 0 | |
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 |
Cash equivalents | 0 | 0 |
Investments, at fair value: | ||
Investments in affiliates, at net asset value | 0 | 0 |
Fair Value, Inputs, Level 2 [Member] | Consolidated Funds [Member] | ||
Investments, at fair value: | ||
Investments, Fair Value Disclosure | 0 | 0 |
Liabilities, at fair value: | ||
Liabilities Fair Value Disclosure | 0 | 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 | 0 |
Fair Value, Inputs, Level 2 [Member] | Collateralized Loan Obligations [Member] | Consolidated Funds [Member] | ||
Investments, at fair value: | ||
Investments, Fair Value Disclosure | 0 | 0 |
Fair Value, Inputs, Level 2 [Member] | Collateralized Loan Obligations [Member] | Consolidated Funds [Member] | Senior Notes [Member] | ||
Investments, at fair value: | ||
Investments, Fair Value Disclosure | 0 | |
Fair Value, Inputs, Level 2 [Member] | Collateralized Loan Obligations [Member] | Consolidated Funds [Member] | Mezzanine Notes [Member] | ||
Investments, at fair value: | ||
Investments, Fair Value Disclosure | 0 | |
Fair Value, Inputs, Level 2 [Member] | Collateralized Loan Obligations [Member] | Consolidated Funds [Member] | Subordinated Debt [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 in affiliates, at net asset value | 0 | |
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 | 446,707 | 404,365 |
Cash equivalents | 0 | 0 |
Investments, at fair value: | ||
Investments in affiliates, at net asset value | 0 | 0 |
Investments, Fair Value Disclosure | 446,707 | 404,365 |
Fair Value, Inputs, Level 3 [Member] | Consolidated Funds [Member] | ||
Investments, at fair value: | ||
Investments, Fair Value Disclosure | 446,707 | 404,365 |
Liabilities, at fair value: | ||
Liabilities Fair Value Disclosure | 384,519 | 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 | 384,519 | 384,901 |
Fair Value, Inputs, Level 3 [Member] | Collateralized Loan Obligations [Member] | Consolidated Funds [Member] | ||
Investments, at fair value: | ||
Investments, Fair Value Disclosure | 25,005 | 15,036 |
Fair Value, Inputs, Level 3 [Member] | Collateralized Loan Obligations [Member] | Consolidated Funds [Member] | Senior Notes [Member] | ||
Investments, at fair value: | ||
Investments, Fair Value Disclosure | 18,998 | |
Fair Value, Inputs, Level 3 [Member] | Collateralized Loan Obligations [Member] | Consolidated Funds [Member] | Mezzanine Notes [Member] | ||
Investments, at fair value: | ||
Investments, Fair Value Disclosure | 3,950 | |
Fair Value, Inputs, Level 3 [Member] | Collateralized Loan Obligations [Member] | Consolidated Funds [Member] | Subordinated Debt [Member] | ||
Investments, at fair value: | ||
Investments, Fair Value Disclosure | 2,346 | |
Fair Value, Inputs, Level 3 [Member] | Bank loans [Member] | Consolidated Funds [Member] | ||
Investments, at fair value: | ||
Investments in affiliates, at net asset value | $ 396,408 | |
Investments, Fair Value Disclosure | $ 389,329 |
Fair Value Measurements (Deta46
Fair Value Measurements (Details 1) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2017 | Jun. 30, 2016 | |
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Total investments, at fair value (Begainning Balance) | $ 404,365 | $ 30,509 |
Total investments, at fair value, Purchases/Issuances | 295,989 | 10,000 |
Total investments, at fair value, Sales/Redemptions/Settlements | (250,507) | 0 |
Total investments, at fair value, Total Realized and Change in Unrealized Gains (Losses) | (4,007) | 3,692 |
Total investments, at fair value, Amortization of Discounts/Premiums | 867 | |
Total investments, at fair value, Transfers to (from) Level 3 | 0 | 0 |
Total investments, at fair value (Ending Balance) | 446,707 | 44,201 |
Total investments, at fair value, Assets Measured on Recurring Basis, Change in Unrealized Gains/Losses Relating to Assets and Liabilities Still Held | (2,921) | 3,692 |
Total liabilities, at fair value (Beginning Balance) | 384,901 | |
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 | (382) | |
Total liabilities, at fair value, Amortization of Discounts/Premiums | 0 | |
Total liabilities, at fair value, Transfers | 0 | |
Total liabilities, at fair value (Ending Balance) | 384,519 | |
Total liabilities, at fair value, Assets Measured on Recurring Basis, Change in Unrealized Gain (Loss) | (382) | |
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) | 384,901 | |
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 | (382) | |
Total liabilities, at fair value, Amortization of Discounts/Premiums | 0 | |
Total liabilities, at fair value, Transfers | 0 | |
Total liabilities, at fair value (Ending Balance) | 384,519 | |
Total liabilities, at fair value, Assets Measured on Recurring Basis, Change in Unrealized Gain (Loss) | (382) | |
Bank loans [Member] | ||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Total investments, at fair value (Begainning Balance) | 389,329 | |
Total investments, at fair value, Purchases/Issuances | 211,967 | |
Total investments, at fair value, Sales/Redemptions/Settlements | (201,635) | |
Total investments, at fair value, Total Realized and Change in Unrealized Gains (Losses) | (3,939) | |
Total investments, at fair value, Amortization of Discounts/Premiums | 686 | |
Total investments, at fair value, Transfers to (from) Level 3 | 0 | |
Total investments, at fair value (Ending Balance) | 396,408 | |
Total investments, at fair value, Assets Measured on Recurring Basis, Change in Unrealized Gains/Losses Relating to Assets and Liabilities Still Held | (2,655) | |
Collateralized Loan Obligations [Member] | ||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Total investments, at fair value (Begainning Balance) | 15,036 | 30,509 |
Total investments, at fair value, Purchases/Issuances | 55,000 | 10,000 |
Total investments, at fair value, Sales/Redemptions/Settlements | (45,000) | 0 |
Total investments, at fair value, Total Realized and Change in Unrealized Gains (Losses) | (31) | 3,692 |
Total investments, at fair value, Amortization of Discounts/Premiums | 0 | |
Total investments, at fair value, Transfers to (from) Level 3 | 0 | 0 |
Total investments, at fair value (Ending Balance) | 25,005 | 44,201 |
Total investments, at fair value, Assets Measured on Recurring Basis, Change in Unrealized Gains/Losses Relating to Assets and Liabilities Still Held | (5) | $ 3,692 |
Collateralized Loan Obligations [Member] | Senior Notes [Member] | ||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Total investments, at fair value (Begainning Balance) | 0 | |
Total investments, at fair value, Purchases/Issuances | 19,000 | |
Total investments, at fair value, Sales/Redemptions/Settlements | 0 | |
Total investments, at fair value, Total Realized and Change in Unrealized Gains (Losses) | (106) | |
Total investments, at fair value, Amortization of Discounts/Premiums | 104 | |
Total investments, at fair value, Transfers to (from) Level 3 | 0 | |
Total investments, at fair value (Ending Balance) | 18,998 | |
Total investments, at fair value, Assets Measured on Recurring Basis, Change in Unrealized Gains/Losses Relating to Assets and Liabilities Still Held | (106) | |
Collateralized Loan Obligations [Member] | Mezzanine Notes [Member] | ||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Total investments, at fair value (Begainning Balance) | 0 | |
Total investments, at fair value, Purchases/Issuances | 3,950 | |
Total investments, at fair value, Sales/Redemptions/Settlements | 0 | |
Total investments, at fair value, Total Realized and Change in Unrealized Gains (Losses) | (44) | |
Total investments, at fair value, Amortization of Discounts/Premiums | 44 | |
Total investments, at fair value, Transfers to (from) Level 3 | 0 | |
Total investments, at fair value (Ending Balance) | 3,950 | |
Total investments, at fair value, Assets Measured on Recurring Basis, Change in Unrealized Gains/Losses Relating to Assets and Liabilities Still Held | (44) | |
Collateralized Loan Obligations [Member] | Subordinated Debt [Member] | ||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Total investments, at fair value (Begainning Balance) | 0 | |
Total investments, at fair value, Purchases/Issuances | 6,072 | |
Total investments, at fair value, Sales/Redemptions/Settlements | (3,872) | |
Total investments, at fair value, Total Realized and Change in Unrealized Gains (Losses) | 113 | |
Total investments, at fair value, Amortization of Discounts/Premiums | 33 | |
Total investments, at fair value, Transfers to (from) Level 3 | 0 | |
Total investments, at fair value (Ending Balance) | 2,346 | |
Total investments, at fair value, Assets Measured on Recurring Basis, Change in Unrealized Gains/Losses Relating to Assets and Liabilities Still Held | $ (111) |
Fair Value Measurements (Deta47
Fair Value Measurements (Details 2) - USD ($) $ in Thousands | 6 Months Ended | 12 Months Ended |
Jun. 30, 2017 | Dec. 31, 2016 | |
Consolidated Funds [Member] | ||
Fair Value Assets and Liabilities Significant Unobservable Inputs [Line Items] | ||
Assets, Fair Value Disclosure | $ 473,098 | $ 446,609 |
Investments, Fair Value Disclosure | 446,707 | 404,365 |
Liabilities Fair Value Disclosure | 384,519 | 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 | 384,519 | 384,901 |
Consolidated Funds [Member] | Collateralized Loan Obligations [Member] | ||
Fair Value Assets and Liabilities Significant Unobservable Inputs [Line Items] | ||
Investments, Fair Value Disclosure | 25,005 | 15,036 |
Consolidated Funds [Member] | Collateralized Loan Obligations [Member] | Senior Notes [Member] | ||
Fair Value Assets and Liabilities Significant Unobservable Inputs [Line Items] | ||
Investments, Fair Value Disclosure | 18,998 | |
Consolidated Funds [Member] | Collateralized Loan Obligations [Member] | Mezzanine Notes [Member] | ||
Fair Value Assets and Liabilities Significant Unobservable Inputs [Line Items] | ||
Investments, Fair Value Disclosure | 3,950 | |
Consolidated Funds [Member] | Collateralized Loan Obligations [Member] | Subordinated Debt [Member] | ||
Fair Value Assets and Liabilities Significant Unobservable Inputs [Line Items] | ||
Investments, Fair Value Disclosure | 2,346 | |
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 | 446,707 | 404,365 |
Investments, Fair Value Disclosure | 446,707 | 404,365 |
Fair Value, Inputs, Level 3 [Member] | Consolidated Funds [Member] | ||
Fair Value Assets and Liabilities Significant Unobservable Inputs [Line Items] | ||
Investments, Fair Value Disclosure | 446,707 | 404,365 |
Liabilities Fair Value Disclosure | 384,519 | 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 | $ 384,519 | $ 384,901 |
Fair Value Measurements, Valuation Techniques | Measurement Alternative | Measurement Alternative |
Fair Value Measurements Unobservable Input Description | Not applicable | Not applicable |
Fair Value Input Reinvestment Spread Percentage Description | Not applicable | Not applicable |
Fair Value, Inputs, Level 3 [Member] | Consolidated Funds [Member] | Collateralized Loan Obligations [Member] | ||
Fair Value Assets and Liabilities Significant Unobservable Inputs [Line Items] | ||
Investments, Fair Value Disclosure | $ 25,005 | $ 15,036 |
Fair Value, Inputs, Level 3 [Member] | Consolidated Funds [Member] | Collateralized Loan Obligations [Member] | Senior Notes [Member] | ||
Fair Value Assets and Liabilities Significant Unobservable Inputs [Line Items] | ||
Investments, Fair Value Disclosure | $ 18,998 | |
Fair Value Measurements, Valuation Techniques | Third party pricing source | |
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] | Collateralized Loan Obligations [Member] | Mezzanine Notes [Member] | ||
Fair Value Assets and Liabilities Significant Unobservable Inputs [Line Items] | ||
Investments, Fair Value Disclosure | $ 3,950 | |
Fair Value Measurements, Valuation Techniques | Third party pricing source | |
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] | Collateralized Loan Obligations [Member] | Subordinated Debt [Member] | ||
Fair Value Assets and Liabilities Significant Unobservable Inputs [Line Items] | ||
Investments, Fair Value Disclosure | $ 2,346 | |
Fair Value Measurements, Valuation Techniques | Third party pricing source | |
Fair Value Measurements Unobservable Input Description | Not applicable | |
Fair Value Input Reinvestment Spread Percentage Description | Not applicable | |
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% | 0.00% |
Fair Value, Inputs, Level 3 [Member] | Minimum [Member] | Consolidated Funds [Member] | Collateralized Loan Obligations [Member] | Senior Notes [Member] | ||
Fair Value Assets and Liabilities Significant Unobservable Inputs [Line Items] | ||
Fair Value Input Interest Rate | 0.00% | |
Fair Value, Inputs, Level 3 [Member] | Minimum [Member] | Consolidated Funds [Member] | Collateralized Loan Obligations [Member] | Mezzanine Notes [Member] | ||
Fair Value Assets and Liabilities Significant Unobservable Inputs [Line Items] | ||
Fair Value Input Interest Rate | 0.00% | |
Fair Value, Inputs, Level 3 [Member] | Minimum [Member] | Consolidated Funds [Member] | Collateralized Loan Obligations [Member] | Subordinated Debt [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% | 0.00% |
Fair Value, Inputs, Level 3 [Member] | Maximum [Member] | Consolidated Funds [Member] | Collateralized Loan Obligations [Member] | Senior Notes [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] | Collateralized Loan Obligations [Member] | Mezzanine Notes [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] | Collateralized Loan Obligations [Member] | Subordinated Debt [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% | 0.00% |
Fair Value, Inputs, Level 3 [Member] | Weighted Average [Member] | Consolidated Funds [Member] | Collateralized Loan Obligations [Member] | Senior Notes [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] | Collateralized Loan Obligations [Member] | Mezzanine Notes [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] | Collateralized Loan Obligations [Member] | Subordinated Debt [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 | $ 396,408 | $ 389,329 |
Fair Value Measurements, Valuation Techniques | Third party pricing source | Third party valuation source |
Fair Value Measurements Unobservable Input Description | Not applicable | Not applicable |
Fair Value Input Reinvestment Spread Percentage Description | Not applicable | 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% | 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% | 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% | 0.00% |
Cost plus excess spread [Member] | Fair Value, Inputs, Level 3 [Member] | Consolidated Funds [Member] | Collateralized Loan Obligations [Member] | ||
Fair Value Assets and Liabilities Significant Unobservable Inputs [Line Items] | ||
Investments, Fair Value Disclosure | $ 25,005 | $ 15,036 |
Fair Value Measurements, Valuation Techniques | Cost plus excess spread | Cost plus excess spread |
Fair Value Measurements Unobservable Input Description | Excess spread | Excess spread |
Fair Value Input Interest Rate | 0.02% | 0.20% |
Cost plus excess spread [Member] | Fair Value, Inputs, Level 3 [Member] | Minimum [Member] | Consolidated Funds [Member] | Collateralized Loan Obligations [Member] | ||
Fair Value Assets and Liabilities Significant Unobservable Inputs [Line Items] | ||
Fair Value Input Interest Rate | 0.00% | 0.00% |
Cost plus excess spread [Member] | Fair Value, Inputs, Level 3 [Member] | Maximum [Member] | Consolidated Funds [Member] | Collateralized Loan Obligations [Member] | ||
Fair Value Assets and Liabilities Significant Unobservable Inputs [Line Items] | ||
Fair Value Input Interest Rate | 0.00% | 0.00% |
Cost plus excess spread [Member] | Fair Value, Inputs, Level 3 [Member] | Weighted Average [Member] | Consolidated Funds [Member] | Collateralized Loan Obligations [Member] | ||
Fair Value Assets and Liabilities Significant Unobservable Inputs [Line Items] | ||
Fair Value Input Interest Rate | 0.00% | 0.00% |
Variable Interest Entities (Det
Variable Interest Entities (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | |
Gain (Loss) on Investments [Line Items] | ||||
Change in unrealized gain or loss | $ 2 | $ 25 | $ 15 | $ (22) |
Total - Net gain (loss) of Consolidated Funds’ investments | 39 | 55 | 114 | 37 |
ZAIS CLO 5 [Member] | ||||
Gain (Loss) on Investments [Line Items] | ||||
Change in unrealized gain or loss | 0 | 2,176 | 0 | 3,693 |
ZAIS CLO 6 [Member] | ||||
Gain (Loss) on Investments [Line Items] | ||||
Change in unrealized gain or loss | (1,370) | 0 | (263) | 0 |
Realized gains | 2,972 | 0 | 2,972 | 0 |
Total - Net gain (loss) of Consolidated Funds’ investments | 1,602 | 0 | 2,709 | 0 |
Consolidated Entities [Member] | ||||
Gain (Loss) on Investments [Line Items] | ||||
Total - Net gain (loss) of Consolidated Funds’ investments | 1,607 | 2,176 | 2,714 | 3,693 |
ZAIS CLO 7 [Member] | ||||
Gain (Loss) on Investments [Line Items] | ||||
Change in unrealized gain or loss | $ 5 | $ 0 | $ 5 | $ 0 |
Variable Interest Entities (D49
Variable Interest Entities (Details 1) - USD ($) $ in Thousands | Jun. 30, 2017 | Dec. 31, 2016 |
Schedule of Investments [Line Items] | ||
Investment in affiliates, at fair value | $ 10,288 | $ 5,273 |
Variable Interest Entity, Not Primary Beneficiary, Aggregated Disclosure [Member] | ||
Schedule of Investments [Line Items] | ||
Investment in affiliates, at fair value | 288 | 273 |
Total | 50,587 | 15,309 |
Collateralized Loan Obligations [Member] | ||
Schedule of Investments [Line Items] | ||
Assets of Consolidated Funds - Investments at fair value | 25,294 | 0 |
Collateralized Financing Entity Warehouse [Member] | ||
Schedule of Investments [Line Items] | ||
Assets of Consolidated Funds - Investments at fair value | $ 25,005 | $ 15,036 |
Variable Interest Entities (D50
Variable Interest Entities (Details 2) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | |
Gain (Loss) on Investments [Line Items] | ||||
Payments to Acquire Interest in Subsidiaries and Affiliates | $ 25,000 | $ 0 | $ 5,000 | $ 0 |
ZAIS CLO 5, Limited [Member] | ||||
Gain (Loss) on Investments [Line Items] | ||||
Payments to Acquire Interest in Subsidiaries and Affiliates | 0 | 0 | 0 | 10,000 |
ZAIS CLO 6, Limited [Member] | ||||
Gain (Loss) on Investments [Line Items] | ||||
Payments to Acquire Interest in Subsidiaries and Affiliates | 0 | 0 | 30,000 | 0 |
ZAIS CLO 7, Limited [Member] | ||||
Gain (Loss) on Investments [Line Items] | ||||
Payments to Acquire Interest in Subsidiaries and Affiliates | $ 25,000 | $ 0 | $ 25,000 | $ 0 |
Variable Interest Entities (D51
Variable Interest Entities (Details 3) - USD ($) $ in Thousands | Jun. 30, 2017 | Dec. 31, 2016 | Jun. 30, 2016 | Dec. 31, 2015 |
Debt Instrument [Line Items] | ||||
Cash and cash equivalents | $ 16,970 | $ 38,712 | $ 32,064 | $ 44,351 |
ZAIS CLO 5 [Member] | ||||
Debt Instrument [Line Items] | ||||
Cash and cash equivalents | 12,634 | 23,987 | ||
Investments, at fair value | 396,407 | 389,329 | ||
Total | 409,041 | 413,316 | ||
Other assets (liabilities), net | (11,488) | (8,909) | ||
Notes payable of consolidated CLO, at fair value | 397,553 | 404,407 | ||
Elimination of Consolidated Funds’ investments in CLO | (13,034) | (19,506) | ||
Notes payable of consolidated CLO, at fair value (net of eliminations) | $ 384,519 | $ 384,901 |
Variable Interest Entities (D52
Variable Interest Entities (Details 4) - USD ($) $ in Thousands | 6 Months Ended | 12 Months Ended |
Jun. 30, 2017 | Dec. 31, 2016 | |
Notes Payable of Consolidated CLOs [Member] | ||
Debt Instrument [Line Items] | ||
Unpaid Principal Outstanding | $ 393,380 | $ 388,030 |
Fair Value | 384,519 | 384,901 |
Notes Payable of Consolidated CLOs [Member] | Subordinated Notes [Member] | ||
Debt Instrument [Line Items] | ||
Unpaid Principal Outstanding | 27,635 | 27,635 |
Fair Value | $ 27,012 | $ 27,412 |
Weighted Average Maturity (in Years) | 11 years 3 months 29 days | 11 years 9 months 29 days |
Stated Maturity Dates | Oct. 31, 2028 | |
Senior Secured Notes [Member] | ||
Debt Instrument [Line Items] | ||
Weighted Average Interest Rate | 3.35% | |
Senior Secured Notes [Member] | Subordinated Notes [Member] | ||
Debt Instrument [Line Items] | ||
Stated Maturity Dates | Oct. 31, 2028 | Oct. 31, 2028 |
Senior Secured Notes [Member] | Notes Payable of Consolidated CLOs [Member] | ||
Debt Instrument [Line Items] | ||
Unpaid Principal Outstanding | $ 365,745 | $ 360,395 |
Fair Value | $ 357,507 | $ 357,489 |
Weighted Average Interest Rate | 2.97% | |
Weighted Average Maturity (in Years) | 11 years 3 months 29 days | 11 years 9 months 29 days |
Stated Maturity Dates | Oct. 31, 2028 |
Variable Interest Entities (D53
Variable Interest Entities (Details Textual) - USD ($) $ in Thousands | May 03, 2017 | Feb. 28, 2017 | Sep. 23, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | Dec. 31, 2016 |
Variable Interest Entity [Line Items] | ||||||||
Variable Interest Entity, Qualitative or Quantitative Information, Ownership Percentage Description | (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 for a total of 5%. | |||||||
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. | |||||||
ZAIS CLO 5 [Member] | ||||||||
Variable Interest Entity [Line Items] | ||||||||
Capitalization, Long-term Debt and Equity | $ 408,500 | |||||||
Equity Method Investment, Interest Percentage In Debt | 0.60% | 0.60% | ||||||
Equity Method Investments | 20,300 | $ 12,700 | $ 12,700 | $ 19,500 | ||||
Senior Notes | 368,000 | |||||||
Subordinated Debt | 40,500 | |||||||
Equity Method Investment, Aggregate Cost | $ 20,500 | |||||||
Equity Method Investment Interest Percentage In Subordinated Notes | 31.80% | 31.80% | 31.80% | |||||
ZAIS CLO 5 [Member] | Senior Notes [Member] | ||||||||
Variable Interest Entity [Line Items] | ||||||||
Equity Method Investment, Ownership Percentage | 2.10% | |||||||
ZAIS CLO 5 [Member] | Subordinated Debt [Member] | ||||||||
Variable Interest Entity [Line Items] | ||||||||
Equity Method Investment, Ownership Percentage | 31.80% | |||||||
Zephyr A-6 [Member] | ||||||||
Variable Interest Entity [Line Items] | ||||||||
Dividends | $ 2,700 | $ 8,800 | ||||||
Proceeds from Sale of Beneficial Interest in Collateralized Financing Entity | 3,900 | $ 5,400 | ||||||
Consolidated Funds [Member] | ||||||||
Variable Interest Entity [Line Items] | ||||||||
Proceeds from Sale of Beneficial Interest in Collateralized Financing Entity | $ 54,262 | $ 0 | ||||||
Net Gain Loss on Beneficial Interest of Collateralized Financing Entity | 223,500 | $ 81,000 | $ 909 | $ 0 | 1,498 | $ 0 | ||
Investments, Fair Value Disclosure | 446,707 | 446,707 | $ 404,365 | |||||
ZAIS CLO 7, Limited [Member] | ||||||||
Variable Interest Entity [Line Items] | ||||||||
Investments, Fair Value Disclosure | $ 25,000 | $ 25,000 | ||||||
ZAIS CLO 6, Limited [Member] | ||||||||
Variable Interest Entity [Line Items] | ||||||||
Capitalization, Long-term Debt and Equity | 512,000 | |||||||
Equity Method Investment, Interest Percentage In Debt | 5.00% | 5.00% | ||||||
Equity Method Investments | 29,000 | $ 25,300 | $ 25,300 | |||||
Senior Notes | 460,000 | |||||||
Subordinated Debt | $ 52,000 | |||||||
ZAIS CLO 6, Limited [Member] | Senior Notes [Member] | ||||||||
Variable Interest Entity [Line Items] | ||||||||
Equity Method Investment, Ownership Percentage | 5.00% | |||||||
ZAIS CLO 6, Limited [Member] | Subordinated Debt [Member] | ||||||||
Variable Interest Entity [Line Items] | ||||||||
Equity Method Investment, Ownership Percentage | 13.50% | |||||||
ZAIS Zephyr A-6, LP [Member] | ||||||||
Variable Interest Entity [Line Items] | ||||||||
Equity Method Investment, Ownership Percentage | 51.00% | 51.00% |
Management Fee Income and Inc54
Management Fee Income and Incentive Income (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||||
Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | |||
Components of Management Fee Income and Incentive Income [Line Items] | ||||||
Management Fee Income | $ 3,689 | $ 3,571 | $ 6,796 | $ 7,140 | ||
Management Fees, Incentive Revenue | 2,884 | 143 | 3,181 | [1],[2] | 295 | |
Asset Management Income [Member] | ||||||
Components of Management Fee Income and Incentive Income [Line Items] | ||||||
Management Fee Income | [1] | 3,689 | 3,571 | 6,796 | 7,140 | |
Incentive Fee Income [Member] | ||||||
Components of Management Fee Income and Incentive Income [Line Items] | ||||||
Management Fees, Incentive Revenue | [1],[2] | 2,884 | 143 | 295 | ||
Collateralized Loan Obligations [Member] | Asset Management Income [Member] | ||||||
Components of Management Fee Income and Incentive Income [Line Items] | ||||||
Management Fee Income | [1] | 1,273 | 425 | 1,767 | 830 | |
Collateralized Loan Obligations [Member] | Incentive Fee Income [Member] | ||||||
Components of Management Fee Income and Incentive Income [Line Items] | ||||||
Management Fees, Incentive Revenue | [1],[2] | $ 100 | $ 0 | $ 110 | $ 0 | |
Conditional Management Fees, Based on Net Asset Value, Percentage | [1],[2] | 20.00% | 20.00% | 20.00% | 20.00% | |
Maximum [Member] | Collateralized Loan Obligations [Member] | Asset Management Income [Member] | ||||||
Components of Management Fee Income and Incentive Income [Line Items] | ||||||
Conditional Management Fees, Based on Net Asset Value, Percentage | [1] | 0.50% | 0.50% | 0.50% | 0.50% | |
Minimum [Member] | Incentive Fee Income [Member] | ||||||
Components of Management Fee Income and Incentive Income [Line Items] | ||||||
Conditional Management Fees, Based on Net Asset Value, Percentage | [1],[2] | 10.00% | ||||
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 | [1] | 0.15% | 0.15% | 0.15% | 0.15% | |
Funds and accounts [Member] | Asset Management Income [Member] | ||||||
Components of Management Fee Income and Incentive Income [Line Items] | ||||||
Management Fee Income | [1] | $ 2,416 | $ 2,373 | $ 5,029 | $ 4,769 | |
Funds and accounts [Member] | Incentive Fee Income [Member] | ||||||
Components of Management Fee Income and Incentive Income [Line Items] | ||||||
Management Fees, Incentive Revenue | [1],[2] | $ 2,784 | $ 143 | $ 3,071 | $ 295 | |
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] | 1.25% | 1.25% | 1.25% | 1.25% | |
Funds and accounts [Member] | Maximum [Member] | Incentive Fee Income [Member] | ||||||
Components of Management Fee Income and Incentive Income [Line Items] | ||||||
Conditional Management Fees, Based on Net Asset Value, Percentage | [1],[2] | 20.00% | 20.00% | 20.00% | 20.00% | |
Funds and accounts [Member] | Minimum [Member] | Asset Management Income [Member] | ||||||
Components of Management Fee Income and Incentive Income [Line Items] | ||||||
Conditional Management Fees, Based on Net Asset Value, Percentage | [1] | 0.50% | 0.50% | 0.50% | 0.50% | |
Funds and accounts [Member] | Minimum [Member] | Incentive Fee Income [Member] | ||||||
Components of Management Fee Income and Incentive Income [Line Items] | ||||||
Conditional Management Fees, Based on Net Asset Value, Percentage | [1],[2] | 10.00% | 10.00% | 10.00% | ||
ZFC REIT [Member] | Asset Management Income [Member] | ||||||
Components of Management Fee Income and Incentive Income [Line Items] | ||||||
Management Fee Income | [1],[3] | $ 773 | $ 1,541 | |||
Conditional Management Fees, Based on Net Asset Value, Percentage | [1],[3] | 1.50% | 1.50% | |||
Gross Amount [Member] | Asset Management Income [Member] | ||||||
Components of Management Fee Income and Incentive Income [Line Items] | ||||||
Management Fee Income | [1] | $ 4,018 | $ 3,571 | $ 7,125 | $ 7,140 | |
Gross Amount [Member] | Incentive Fee Income [Member] | ||||||
Components of Management Fee Income and Incentive Income [Line Items] | ||||||
Management Fees, Incentive Revenue | [1],[2] | 2,884 | 143 | 3,181 | 295 | |
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] | 1,273 | 425 | 1,767 | 830 | |
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],[2] | 100 | 0 | 110 | 0 | |
Gross Amount [Member] | Funds and accounts [Member] | Asset Management Income [Member] | ||||||
Components of Management Fee Income and Incentive Income [Line Items] | ||||||
Management Fee Income | [1] | 2,745 | 2,373 | 5,358 | 4,769 | |
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],[2] | 2,784 | 143 | 3,071 | 295 | |
Gross Amount [Member] | ZFC REIT [Member] | Asset Management Income [Member] | ||||||
Components of Management Fee Income and Incentive Income [Line Items] | ||||||
Management Fee Income | [1],[3] | 773 | 1,541 | |||
Elimination [Member] | ||||||
Components of Management Fee Income and Incentive Income [Line Items] | ||||||
Management Fee Income | (329) | 0 | (329) | 0 | ||
Management Fees, Incentive Revenue | 0 | 0 | 0 | 0 | ||
Elimination [Member] | Asset Management Income [Member] | ||||||
Components of Management Fee Income and Incentive Income [Line Items] | ||||||
Management Fee Income | [1] | (329) | 0 | (329) | 0 | |
Elimination [Member] | Incentive Fee Income [Member] | ||||||
Components of Management Fee Income and Incentive Income [Line Items] | ||||||
Management Fees, Incentive Revenue | [1],[2] | 0 | 0 | 0 | 0 | |
Elimination [Member] | Collateralized Loan Obligations [Member] | Asset Management Income [Member] | ||||||
Components of Management Fee Income and Incentive Income [Line Items] | ||||||
Management Fee Income | [1] | 0 | 0 | 0 | 0 | |
Elimination [Member] | Collateralized Loan Obligations [Member] | Incentive Fee Income [Member] | ||||||
Components of Management Fee Income and Incentive Income [Line Items] | ||||||
Management Fees, Incentive Revenue | [1],[2] | 0 | 0 | 0 | 0 | |
Elimination [Member] | Funds and accounts [Member] | Asset Management Income [Member] | ||||||
Components of Management Fee Income and Incentive Income [Line Items] | ||||||
Management Fee Income | [1] | (329) | 0 | (329) | 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],[2] | $ 0 | 0 | $ 0 | 0 | |
Elimination [Member] | ZFC REIT [Member] | Asset Management Income [Member] | ||||||
Components of Management Fee Income and Incentive Income [Line Items] | ||||||
Management Fee Income | [1],[3] | $ 0 | $ 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. | |||||
[3] | On October 31, 2016, the management agreement with ZFC REIT was terminated pursuant to the Termination Agreement. |
Management Fee Income and Inc55
Management Fee Income and Incentive Income (Details 1) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | |
Components of Management Fee Income and Incentive Income [Line Items] | ||||
Management fee income credit | $ 63 | $ 50 | $ 126 | $ 104 |
Incentive income credit | 0 | 0 | 0 | 0 |
Total | $ 63 | $ 50 | $ 126 | $ 104 |
Management Fee Income and Inc56
Management Fee Income and Incentive Income (Details 2) - Reabte Fee [Member] $ in Thousands | 6 Months Ended |
Jun. 30, 2017USD ($) | |
Components of Management Fee Income and Incentive Income [Line Items] | |
Rebated Fees | $ 0 |
Total | 0 |
Operating Segments [Member] | |
Components of Management Fee Income and Incentive Income [Line Items] | |
Rebated Fees | 290 |
Total | 290 |
Intersegment Eliminations [Member] | |
Components of Management Fee Income and Incentive Income [Line Items] | |
Rebated Fees | (290) |
Total | $ (290) |
Management Fee Income and Inc57
Management Fee Income and Incentive Income (Details 3) - USD ($) $ in Thousands | Jun. 30, 2017 | Jun. 30, 2016 |
Components of Management Fee Income and Incentive Income [Line Items] | ||
Management fee income | $ 1,278 | $ 1,284 |
Incentive income | 591 | 7,521 |
Total | $ 1,869 | $ 8,805 |
Management Fee Income and Inc58
Management Fee Income and Incentive Income (Details Textual) - USD ($) $ in Millions | 6 Months Ended | |
Jun. 30, 2017 | Oct. 31, 2016 | |
Components of Management Fee Income and Incentive Income [Line Items] | ||
Management Fees Receivable Subject To Compromise Early Contract Termination Fees | $ 8 | |
Zephyr A-6 [Member] | ||
Components of Management Fee Income and Incentive Income [Line Items] | ||
Conditional Management Fees, Based on Net Asset Value, Percentage | 0.15% |
Notes Payable (Details)
Notes Payable (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | |
Interest Expense, Debt | $ 0 | $ 2 | $ 0 | $ 4 |
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 | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | |
Salaries | $ 2,293 | $ 2,593 | $ 4,629 | $ 5,873 |
Bonus | 2,966 | 3,502 | 6,143 | 7,400 |
Severance | 0 | 119 | 72 | 762 |
Equity-Based Compensation | 56 | 1,339 | 1,168 | 1,682 |
Payroll taxes and benefits | 294 | 443 | 1,021 | 1,286 |
Commissions | 0 | 3 | 0 | 3 |
Total | $ 5,609 | $ 7,999 | $ 13,033 | $ 17,006 |
Compensation (Details 1)
Compensation (Details 1) - USD ($) | 6 Months Ended | |
Jun. 30, 2017 | Mar. 24, 2017 | |
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 | $ 256,000 | $ 256,000 |
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 |
Compensation (Details 2)
Compensation (Details 2) - $ / shares | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
B-0 Units, Beginning Balance | 0 | 1,288,778 | 0 | 1,337,486 |
B-0 Units, Granted | 0 | 100,000 | ||
B-0 Units, Forfeited | 0 | (156,565) | 0 | (305,273) |
B-0 Units, Ending Balance | 0 | 1,132,213 | 0 | 1,132,213 |
Weighted Average Grant Date Fair Value per Unit, Beginning Balance | $ 0 | $ 9.40 | $ 0 | $ 9.67 |
Weighted Average Grant Date Fair Value per Unit, Granted | 0 | 6.34 | ||
Weighted Average Grant Date Fair Value per Unit, Forfeited | 0 | 9.70 | 0 | 9.7 |
Weighted Average Grant Date Fair Value per Unit, Ending Balance | $ 0 | $ 9.36 | $ 0 | $ 9.36 |
Compensation (Details 3)
Compensation (Details 3) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | |
Class B-O Units [Member] | ||||
Share-based Compensation | $ 0 | $ 1,296 | $ 1,059 | $ 1,566 |
Compensation (Details 4)
Compensation (Details 4) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | |
Capital Unit, Class B [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Estimated forfeiture rate | 0.00% | 29.60% | 0.00% | 29.60% |
Compensation (Details 5)
Compensation (Details 5) - Restricted Stock Units (RSUs) [Member] - $ / shares | May 09, 2017 | Nov. 01, 2016 | Apr. 21, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | Dec. 31, 2016 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
RSUs, Beginning Balance | 1,004,947 | 30,000 | 105,273 | 30,000 | 30,000 | |||
RSUs, Granted | 63,219 | 74,331 | 30,942 | |||||
RSUs, Vested | (930,616) | (30,000) | (30,942) | (30,000) | ||||
RSUs, Ending Balance | 137,550 | 30,942 | 137,550 | 30,942 | 105,273 | |||
Weighted Average Grant Date Fair Value per Unit, Beginning Balance | $ 8.60 | $ 9.85 | $ 2.17 | $ 9.85 | $ 9.85 | |||
Weighted Average Grant Date Fair Value per Unit, Vested | 9.13 | 9.85 | 3.22 | 9.85 | ||||
Weighted Average Grant Date Fair Value per Unit, Ending Balance | $ 2.19 | $ 1.73 | $ 3.22 | $ 1.94 | $ 3.22 | $ 1.94 | $ 3.22 | $ 2.17 |
Non Employee Directors [Member] | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
RSUs, Granted | 63,219 | 30,942 | 63,219 | 30,942 | ||||
Weighted Average Grant Date Fair Value per Unit, Granted | $ 2.19 | $ 3.22 | $ 2.19 | $ 3.22 |
Compensation (Details 6)
Compensation (Details 6) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | |
Restricted Stock Units (RSUs) [Member] | ||||
Share-based Compensation | $ 56 | $ 43 | $ 109 | $ 116 |
Compensation (Details Textual)
Compensation (Details Textual) | May 09, 2017$ / sharesshares | Nov. 01, 2016$ / sharesshares | Mar. 17, 2017USD ($)shares | Apr. 21, 2016$ / sharesshares | Mar. 08, 2016 | Jun. 30, 2017USD ($)$ / sharesshares | Jun. 30, 2016USD ($)$ / shares | Jun. 30, 2017USD ($)$ / sharesshares | Jun. 30, 2016USD ($)$ / shares | Dec. 31, 2016USD ($)$ / sharesshares | Apr. 05, 2017USD ($) | Mar. 31, 2017$ / shares | Mar. 24, 2017USD ($) | Mar. 31, 2016$ / shares | Mar. 29, 2016USD ($) | Dec. 31, 2015$ / shares |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||||
Restructuring and Related Cost, Number of Positions Eliminated | 23 | |||||||||||||||
Severance Costs | $ 0 | $ 119,000 | $ 72,000 | $ 762,000 | ||||||||||||
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 | |||||||||||||||
Cash Amount Payable | 256,000 | 256,000 | $ 256,000 | |||||||||||||
Adjustments to Additional Paid in Capital, Wage Withholding Requirement from Share-based Compensation | $ 800,000 | |||||||||||||||
Retention Payable | $ 500,000 | $ 500,000 | $ 1,500,000 | |||||||||||||
ZAIS Group Parent, LLC [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 | |||||||||||||||
Annual Base Salary | $ 300,000 | |||||||||||||||
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, Number of Shares Authorized | shares | 1,600,000 | 1,600,000 | ||||||||||||||
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) | |||||||||||||||
Common Class A [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 | 548,923 | |||||||||||||||
Stock Issued During Period, Value, New Issues | $ 2,100,000 | |||||||||||||||
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 | |||||||||||||||
2015 Stock Plan [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 | 2,080,637 | 2,080,637 | ||||||||||||||
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 | 63,219 | 74,331 | 30,942 | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value, Beginning Balance | $ / shares | $ 2.19 | $ 1.73 | $ 3.22 | $ 1.94 | $ 3.22 | $ 1.94 | $ 3.22 | $ 2.17 | $ 8.60 | $ 9.85 | $ 9.85 | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Date | May 9, 2018 | Nov. 1, 2017 | ||||||||||||||
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 | |||||||||||||||
2016 Bonus Awards [Member] | ||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||||
Deferred Compensation Share-based Arrangements, Liability, Current and Noncurrent | $ 9,000,000 | $ 9,000,000 | ||||||||||||||
Bonus Agreement [Member] | ||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||||
Bonus Award Percentage | 30.00% |
Income Taxes (Details)
Income Taxes (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | |
Income tax (benefit) expense at the US federal statutory income tax rate | $ 148 | $ (1,676) | $ (1,698) | $ (3,850) |
State and local income tax, net of federal benefit | (37) | (242) | (270) | (529) |
Foreign tax | 5 | 4 | 10 | 9 |
Effect of permanent differences | 2 | 56 | 3 | 58 |
Income attributable to non-controlling interests in Consolidated Funds not subject to tax | (475) | (750) | ||
Income attributable to non-controlling interests in ZGP not subject to tax | 107 | 814 | ||
Equity Compensation “Shortfall” DTA Adjustment | (16) | 1,932 | ||
Valuation allowance | 271 | 1,571 | (31) | 3,498 |
Total | 5 | 4 | 10 | 9 |
Consolidated Funds [Member] | ||||
Income attributable to non-controlling interests in ZGP not subject to tax | (358) | (607) | ||
ZAIS Group, LLC [Member] | ||||
Income attributable to non-controlling interests in ZGP not subject to tax | 649 | 1,430 | ||
Total | $ 5 | $ 4 | $ 10 | $ 9 |
Income Taxes (Details 1)
Income Taxes (Details 1) $ in Thousands | Jun. 30, 2017USD ($) |
Income Tax [Line Items] | |
Deferred Tax Assets, Operating Loss Carryforwards, Subject to Expiration | $ 13,405 |
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 |
Expiration Date Six [Member] | |
Income Tax [Line Items] | |
Deferred Tax Assets, Operating Loss Carryforwards, Subject to Expiration | $ 5,569 |
Income Taxes (Details Textual)
Income Taxes (Details Textual) - USD ($) | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | Dec. 31, 2016 | |
Income Tax [Line Items] | |||||
Deferred Tax Assets, Net | $ 7,000,000 | $ 7,000,000 | $ 7,000,000 | ||
Deferred Tax Assets, Operating Loss Carryforwards, Subject to Expiration | 13,405,000 | 13,405,000 | |||
Valuation Allowance, Deferred Tax Asset, Increase (Decrease), Amount | 271,000 | $ 1,600,000 | (31,000) | $ 3,500,000 | |
Income Tax Expense (Benefit) | $ 5,000 | $ 4,000 | $ 10,000 | $ 9,000 |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) $ in Thousands | Jun. 30, 2017 | Dec. 31, 2016 |
ZAIS Managed Entities [Member] | ||
Related Party Transaction [Line Items] | ||
Capital | $ 22,934 | $ 21,713 |
Related Party Transactions (D73
Related Party Transactions (Details 1) - USD ($) $ in Thousands | Jun. 30, 2017 | Dec. 31, 2016 |
Related Party Transaction [Line Items] | ||
Due from Related Parties | $ 1,101 | $ 734 |
Zais Clo 1 Zais Clo 2 [Member] | ||
Related Party Transaction [Line Items] | ||
Due from Related Parties | $ 296,452 | $ 560,272 |
Related Party Transactions (D74
Related Party Transactions (Details 2) - USD ($) $ in Thousands | Jun. 30, 2017 | Dec. 31, 2016 |
Related Party Transaction [Line Items] | ||
Due from Related Parties | $ 1,101 | $ 734 |
ZAIS Managed Entities [Member] | ||
Related Party Transaction [Line Items] | ||
Due from Related Parties | 1,101 | 698 |
ZAIS Managed Entities [Member] | Research Costs [Member] | ||
Related Party Transaction [Line Items] | ||
Due from Related Parties | 788 | 581 |
ZAIS Managed Entities [Member] | Other Direct Costs [Member] | ||
Related Party Transaction [Line Items] | ||
Due from Related Parties | $ 313 | $ 117 |
Related Party Transactions (D75
Related Party Transactions (Details 3) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | |
Mr. Ramsey [Member] | General and Administrative Expense [Member] | ||||
Related Party Transaction [Line Items] | ||||
Consulting Fees Expenses | $ 0 | $ 125 | $ 105 | $ 250 |
Related Party Transactions (D76
Related Party Transactions (Details 4) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | |
Ms. Rohan [Member] | General and Administrative Expense [Member] | ||||
Related Party Transaction [Line Items] | ||||
Consulting Fees Expenses | $ 24 | $ 27 | $ 48 | $ 54 |
Related Party Transactions (D77
Related Party Transactions (Details 5) - USD ($) $ in Thousands | Jun. 30, 2017 | Dec. 31, 2016 |
Related Party Transaction [Line Items] | ||
Due from Related Parties | $ 1,101 | $ 734 |
Zais Employee Loans [Member] | ||
Related Party Transaction [Line Items] | ||
Due from Related Parties | $ 8 | $ 16 |
Related Party Transactions (D78
Related Party Transactions (Details Textual) | 3 Months Ended | 6 Months Ended | |
May 31, 2017GBP (£) | Jun. 30, 2017USD ($) | Jun. 30, 2017GBP (£) | |
Related Party Transaction [Line Items] | |||
Operating Leases, Rent Expense, Minimum Rentals | £ 4,167 | ||
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 | Jun. 30, 2017 | Dec. 31, 2016 |
Property, Plant and Equipment [Line Items] | ||
Office equipment | $ 3,246 | $ 3,098 |
Leasehold improvements | 692 | 684 |
Furniture and fixtures | 572 | 572 |
Software | 412 | 409 |
Property, Plant and Equipment, Gross | 4,922 | 4,763 |
Less accumulated depreciation and amortization | (4,603) | (4,489) |
Total | $ 319 | $ 274 |
Property and Equipment (Detai80
Property and Equipment (Details 1) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | |
Property, Plant and Equipment [Line Items] | ||||
Depreciation, Depletion and Amortization | $ 71 | $ 64 | $ 111 | $ 127 |
Commitments and Contingencies81
Commitments and Contingencies (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | |
Related Party Transaction, Expenses | $ 45 | $ 76 | $ 91 | $ 76 |
Commitments and Contingencies82
Commitments and Contingencies (Details 1) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | |
Legal Fees | $ 192 | $ 0 | $ 642 | $ 0 |
Commitments and Contingencies83
Commitments and Contingencies (Details 2) - USD ($) $ in Thousands | Jun. 30, 2017 | Dec. 31, 2016 |
Capital Contribution To Subsidiary | $ 26,597 | $ 20,477 |
Commitments and Contingencies84
Commitments and Contingencies (Details 3) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | |
Operating Leases, Rent Expense | $ 222 | $ 263 | $ 437 | $ 507 |
Commitments and Contingencies85
Commitments and Contingencies (Details 4) $ in Thousands | Jun. 30, 2017USD ($) |
Future Minimum Rental Payments For Operating Leases [Line Items] | |
Six months ended December 31, 2017 | $ 310 |
January 2018 through September 2018 | $ 278 |
Commitments and Contingencies86
Commitments and Contingencies (Details Textual) | 1 Months Ended | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||||||
Feb. 28, 2017USD ($) | Feb. 28, 2017USD ($) | Feb. 27, 2017USD ($) | Sep. 30, 2016USD ($)a | Apr. 22, 2016USD ($) | Jun. 30, 2017USD ($) | Jun. 30, 2016USD ($) | Jun. 30, 2017USD ($) | Jun. 30, 2016USD ($) | Dec. 31, 2016USD ($) | |
Future Minimum Rental Payments For Operating Leases [Line Items] | ||||||||||
Other Commitment, Total | $ 51,000,000 | $ 51,000,000 | $ 51,000,000 | |||||||
Legal Fees | 192,000 | $ 0 | 642,000 | $ 0 | ||||||
Insurance Settlements Receivable | 20,000 | 20,000 | ||||||||
Proceeds from Insurance Settlement, Operating Activities | 900,000 | 900,000 | ||||||||
Payments For Lease Termination Fee | $ 20,000 | |||||||||
Net Rentable Area | a | 2,600 | |||||||||
Payments For Legal And Other Costs | 20,000 | $ 3,000 | 40,000 | 200,000 | ||||||
Other Assets [Member] | ||||||||||
Future Minimum Rental Payments For Operating Leases [Line Items] | ||||||||||
Insurance Settlements Receivable | $ 20,000 | $ 20,000 | $ 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 | |||||||||
Howard Steinberg [Member] | ||||||||||
Future Minimum Rental Payments For Operating Leases [Line Items] | ||||||||||
Legal Fees | $ 3,450 | |||||||||
Medicare Supplementary Health Insurance Coverage ,Percentage | 70.00% | |||||||||
Payments for Other Fees | $ 450,000 | |||||||||
Additional Officer Compensation Description | $150,000 per calendar quarter for his services, plus 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 the Legal Advisor Agreement is terminated by the Company other than due to Mr. Steinberg’s failure to perform services, Mr. Steinberg is entitled to a payment of $300,000. | |||||||||
Other Nonoperating Income (Expense) [Member] | ||||||||||
Future Minimum Rental Payments For Operating Leases [Line Items] | ||||||||||
Legal Fees | $ 550,000 | |||||||||
Non ZAIS Managed CLOs [Member] | ||||||||||
Future Minimum Rental Payments For Operating Leases [Line Items] | ||||||||||
Loss Contingency, Loss in Period | $ 5,000,000 |
Stockholders_ Equity (Details)
Stockholders’ Equity (Details) - shares | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | |
Common Class A [Member] | ||||
Stock Issued During Period, Shares, Restricted Stock Award, Net of Forfeitures | 30,942 | 30,000 | 579,865 | 30,000 |
Stockholders' Equity (Details T
Stockholders' Equity (Details Textual) - $ / shares | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | Dec. 31, 2016 | |
Stockholder Equity [Line Items] | |||||
Preferred Stock, Shares Authorized | 2,000,000 | 2,000,000 | 2,000,000 | ||
Preferred Stock, Par or Stated Value Per Share | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||
Capital Unit, Class A [Member] | |||||
Stockholder Equity [Line Items] | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Authorized | 2,800,000 | 2,800,000 | |||
ZAIS Group Parent, LLC [Member] | |||||
Stockholder Equity [Line Items] | |||||
Noncontrolling Interest, Ownership Percentage by Parent | 67.40% | 67.40% | 66.50% | ||
Minimum [Member] | Capital Unit, Class A [Member] | |||||
Stockholder Equity [Line Items] | |||||
Average Closing Price Per Share | $ 12.50 | $ 12.50 | |||
Maximum [Member] | Capital Unit, Class A [Member] | |||||
Stockholder Equity [Line Items] | |||||
Average Closing Price Per Share | $ 21.50 | $ 21.50 | |||
Common Class A [Member] | |||||
Stockholder Equity [Line Items] | |||||
Common Stock, Shares Authorized | 180,000,000 | 180,000,000 | 180,000,000 | ||
Common Stock, Par or Stated Value Per Share | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||
Common Class A [Member] | ZAIS [Member] | |||||
Stockholder Equity [Line Items] | |||||
Stock Issued During Period, Shares, New Issues | 30,942 | 30,000 | 579,865 | 30,000 | |
Common Class B [Member] | |||||
Stockholder Equity [Line Items] | |||||
Common Stock, Shares Authorized | 20,000,000 | 20,000,000 | 20,000,000 | ||
Common Stock, Par or Stated Value Per Share | $ 0.000001 | $ 0.000001 | $ 0.000001 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Authorized | 6,800,000 | 6,800,000 | |||
Common Class B [Member] | Minimum [Member] | |||||
Stockholder Equity [Line Items] | |||||
Average Closing Price Per Share | $ 12.50 | $ 12.50 | |||
Common Class B [Member] | Maximum [Member] | |||||
Stockholder Equity [Line Items] | |||||
Average Closing Price Per Share | $ 21.50 | $ 21.50 | |||
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 | 5,200,000 |
Earnings Per Share (Details)
Earnings Per Share (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | ||
Numerator: | |||||
Consolidated Net Income (Loss), net of tax, attributable to ZAIS Group Holdings, Inc. Class A common stockholders (Basic) | $ (652) | $ (4,076) | $ (4,814) | $ (8,910) | |
Effect of dilutive securities: | |||||
Income tax (benefit) expense | [1] | 0 | 0 | 0 | 0 |
Consolidated Net Income (Loss), net of tax, attributable to stockholders, after effect of dilutive securities | $ (967) | $ (6,129) | $ (7,212) | $ (13,404) | |
Denominator: | |||||
Weighted average number of shares of Class A Common Stock | 14,473,642 | 13,892,016 | 14,231,320 | 13,881,466 | |
Effect of dilutive securities: | |||||
Weighted average number of Class A Units | 7,000,000 | 7,000,000 | 7,000,000 | 7,000,000 | |
Dilutive number of Class B-0 Units and RSUs | [2] | 0 | 0 | 0 | 0 |
Diluted weighted average shares outstanding | [3] | 21,473,642 | 20,892,016 | 21,231,320 | 20,881,466 |
Consolidated Net Income (Loss), net of tax, per Class A common share - Basic | $ (0.05) | $ (0.29) | $ (0.34) | $ (0.64) | |
Consolidated Net Income (Loss), net of tax, per Class A common share - Diluted | $ (0.05) | $ (0.29) | $ (0.34) | $ (0.64) | |
ZAIS Group Parent, LLC [Member] | |||||
Effect of dilutive securities: | |||||
Consolidated Net Income (Loss), net of tax, attributable to non-controlling interests in ZGP | $ (315) | $ (1,911) | $ (2,398) | $ (4,210) | |
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 | [4] | $ 0 | $ (142) | $ 0 | $ (284) |
[1] | Income tax (benefit) expense is calculated using an assumed tax rate of 41.73% and 38.56% for the three months ended June 30, 2017 and June 30, 2016, respectively, and (0.64)% and 39.29% for the six months ended June 30, 2017 and June 30, 2016, respectively, which is fully offset by a 100% valuation allowance in each year. See Note 9 “Income Taxes” for details surrounding income taxes. | ||||
[2] | 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 and RSUs are anti-dilutive and, consequently, have been excluded from the computation of diluted weighted average shares outstanding. | ||||
[3] | 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. | ||||
[4] | Amount represents portion of the management fee income received from ZFC REIT that was payable to holders of Class B interests in ZAIS REIT Management. |
Earnings Per Share (Details Tex
Earnings Per Share (Details Textual) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | |
Earnings Per Share [Line Items] | ||||
Income Tax Expense Benefit Percentage | 41.73% | 38.56% | (0.64%) | 39.29% |
Valuation Allowance Percentage | 100.00% |
Supplemental Financial Inform91
Supplemental Financial Information (Details) - USD ($) $ in Thousands | Jun. 30, 2017 | Dec. 31, 2016 | Jun. 30, 2016 | Dec. 31, 2015 |
Assets | ||||
Cash and cash equivalents | $ 16,970 | $ 38,712 | $ 32,064 | $ 44,351 |
Income and fees receivable | 1,869 | 8,805 | ||
Investments in affiliates, at fair value | 10,288 | 5,273 | ||
Due from related parties | 1,101 | 734 | ||
Property and equipment, net | 319 | 274 | ||
Prepaid expenses | 1,907 | 906 | ||
Other assets | 385 | 348 | ||
Total Assets | 506,064 | 514,145 | ||
Liabilities | ||||
Compensation payable | 4,594 | 7,836 | ||
Notes payable | 0 | 1,263 | ||
Due to related parties | 31 | 31 | ||
Fees payable | 0 | 2,439 | ||
Other liabilities | 1,147 | 1,127 | ||
Liabilities of Consolidated Funds | ||||
Total Liabilities | 414,844 | 424,180 | ||
Commitments and Contingencies | ||||
Equity | ||||
Preferred Stock | 0 | 0 | ||
Additional paid-in-capital | 64,210 | 63,413 | ||
Retained earnings (Accumulated deficit) | (23,779) | (18,965) | ||
Accumulated other comprehensive income (loss) | (44) | (70) | ||
Total stockholders’ equity, ZAIS Group Holdings, Inc. | 40,388 | 44,379 | ||
Total Equity | 91,220 | 89,965 | ||
Total Liabilities and Equity | 506,064 | 514,145 | ||
Intersegment Eliminations [Member] | ||||
Assets | ||||
Cash and cash equivalents | 0 | 0 | ||
Income and fees receivable | (329) | |||
Investments in affiliates, at fair value | (32,698) | (24,281) | ||
Due from related parties | 0 | 0 | ||
Property and equipment, net | 0 | 0 | ||
Prepaid expenses | 0 | 0 | ||
Investments, at fair value | (12,709) | (19,506) | ||
Receivable for securities sold | 0 | 0 | ||
Other assets | (313) | (44) | ||
Total Assets | (46,049) | (43,831) | ||
Liabilities | ||||
Compensation payable | 0 | 0 | ||
Notes payable | 0 | |||
Due to related parties | 0 | 0 | ||
Fees payable | (289) | 0 | ||
Notes payable of Consolidated CLO | (12,710) | (19,506) | ||
Due to broker | 0 | 0 | ||
Other liabilities | (351) | (44) | ||
Liabilities of Consolidated Funds | ||||
Total Liabilities | (13,350) | (19,550) | ||
Commitments and Contingencies | ||||
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 | (32,699) | (24,281) | ||
Total Equity | (32,699) | (24,281) | ||
Total Liabilities and Equity | (46,049) | (43,831) | ||
ZAIS [Member] | ||||
Assets | ||||
Cash and cash equivalents | 16,970 | 38,712 | ||
Income and fees receivable | 2,198 | 8,805 | ||
Investments in affiliates, at fair value | 42,986 | 29,554 | ||
Due from related parties | 1,101 | 734 | ||
Property and equipment, net | 319 | 274 | ||
Prepaid expenses | 1,907 | 906 | ||
Investments, at fair value | 0 | 0 | ||
Receivable for securities sold | 0 | 0 | ||
Other assets | 385 | 348 | ||
Total Assets | 65,866 | 79,333 | ||
Liabilities | ||||
Compensation payable | 4,594 | 7,836 | ||
Notes payable | 1,263 | |||
Due to related parties | 31 | 31 | ||
Fees payable | 289 | 2,439 | ||
Notes payable of Consolidated CLO | 0 | |||
Due to broker | 0 | 0 | ||
Other liabilities | 1,147 | 1,127 | ||
Liabilities of Consolidated Funds | ||||
Total Liabilities | 6,061 | 12,696 | ||
Commitments and Contingencies | ||||
Equity | ||||
Preferred Stock | 0 | 0 | ||
Additional paid-in-capital | 64,210 | 63,413 | ||
Retained earnings (Accumulated deficit) | (23,779) | (18,965) | ||
Accumulated other comprehensive income (loss) | (44) | (70) | ||
Total stockholders’ equity, ZAIS Group Holdings, Inc. | 40,388 | 44,379 | ||
Non-controlling interests in Consolidated Funds | 19,417 | 22,258 | ||
Total Equity | 59,805 | 66,637 | ||
Total Liabilities and Equity | 65,866 | 79,333 | ||
Consolidated Funds, Before Eliminations [Member] | ||||
Assets | ||||
Cash and cash equivalents | 13,416 | 37,080 | ||
Income and fees receivable | 0 | 0 | ||
Investments in affiliates, at fair value | 0 | 0 | ||
Due from related parties | 0 | 0 | ||
Property and equipment, net | 0 | 0 | ||
Prepaid expenses | 0 | 0 | ||
Investments, at fair value | 459,416 | 423,871 | ||
Receivable for securities sold | 12,095 | 16,438 | ||
Other assets | 1,320 | 1,254 | ||
Total Assets | 486,247 | 478,643 | ||
Liabilities | ||||
Compensation payable | 0 | 0 | ||
Notes payable | 0 | |||
Due to related parties | 0 | 0 | ||
Fees payable | 0 | 0 | ||
Notes payable of Consolidated CLO | 397,229 | 404,407 | ||
Due to broker | 21,974 | 24,462 | ||
Other liabilities | 2,930 | 2,165 | ||
Liabilities of Consolidated Funds | ||||
Total Liabilities | 422,133 | 431,034 | ||
Commitments and Contingencies | ||||
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 | 64,114 | 47,609 | ||
Total Equity | 64,114 | 47,609 | ||
Total Liabilities and Equity | 486,247 | 478,643 | ||
ZAIS Group Parent, LLC [Member] | ||||
Equity | ||||
Non-controlling interests in Consolidated Funds | 19,417 | 22,258 | ||
Consolidated Funds [Member] | ||||
Assets | ||||
Cash and cash equivalents | 13,416 | 37,080 | ||
Investments in affiliates, at fair value | 446,707 | 404,365 | ||
Investments, at fair value | 446,707 | 404,365 | ||
Receivable for securities sold | 12,095 | 16,438 | ||
Other assets | 1,007 | 1,210 | ||
Liabilities | ||||
Notes payable of Consolidated CLO | 384,519 | 384,901 | ||
Due to broker | 21,974 | 24,462 | ||
Other liabilities | 2,579 | 2,121 | ||
Equity | ||||
Non-controlling interests in Consolidated Funds | 31,415 | 23,328 | ||
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 Inform92
Supplemental Financial Information (Details 1) - USD ($) $ in Thousands | May 03, 2017 | Feb. 28, 2017 | Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | |
Revenues | |||||||
Management fee income | $ 3,689 | $ 3,571 | $ 6,796 | $ 7,140 | |||
Incentive income | 2,884 | 143 | 3,181 | [1],[2] | 295 | ||
Reimbursement revenue | 383 | 0 | 877 | 0 | |||
Other revenues | 77 | 79 | 170 | 159 | |||
Total Revenues | 7,437 | 3,793 | 11,428 | 7,594 | |||
Expenses | |||||||
Compensation and benefits | 5,609 | 7,999 | 13,033 | 17,006 | |||
General, administrative and other | 3,879 | 2,950 | 7,548 | 6,160 | |||
Depreciation and amortization | 71 | 64 | 111 | 127 | |||
Total Expenses | 9,589 | 11,042 | 20,765 | 23,341 | |||
Other Income (loss) | |||||||
Net gain (loss) on investments | 39 | 55 | 114 | 37 | |||
Other income (expense) | 32 | 87 | 16 | 692 | |||
Total Other Income (Loss) | 2,587 | 2,318 | 4,342 | 4,422 | |||
Income (loss) before income taxes | 435 | (4,931) | (4,995) | (11,325) | |||
Income tax (benefit) expense | 5 | 4 | 10 | 9 | |||
Discontinued Operations | |||||||
Consolidated net income (loss), net of tax | 430 | (4,935) | (5,005) | (11,334) | |||
Other Comprehensive Income (Loss), net of tax | |||||||
Foreign currency translation adjustment | 9 | (147) | 39 | (201) | |||
Total Comprehensive Income (Loss) | 439 | (5,082) | (4,966) | (11,535) | |||
Intersegment Eliminations [Member] | |||||||
Revenues | |||||||
Management fee income | (329) | 0 | (329) | 0 | |||
Incentive income | 0 | 0 | 0 | 0 | |||
Other revenues | 0 | 0 | 0 | 0 | |||
Total Revenues | (3,338) | 0 | (3,543) | 0 | |||
Expenses | |||||||
Compensation and benefits | 0 | 0 | 0 | 0 | |||
General, administrative and other | (290) | 0 | (290) | 0 | |||
Depreciation and amortization | 0 | 0 | 0 | 0 | |||
Expenses of Consolidated Funds | 0 | 0 | 0 | 0 | |||
Total Expenses | (290) | 0 | (290) | 0 | |||
Other Income (loss) | |||||||
Net gain (loss) on investments | (1,454) | (1,095) | (2,297) | (1,859) | |||
Other income (expense) | 0 | 0 | 0 | 0 | |||
Net gain (loss) on beneficial interest of collateralized financing entity | 909 | 1,498 | |||||
Total Other Income (Loss) | 1,594 | (1,095) | 955 | (1,859) | |||
Income (loss) before income taxes | (1,454) | (1,095) | (2,298) | (1,859) | |||
Income tax (benefit) expense | 0 | 0 | 0 | 0 | |||
Discontinued Operations | |||||||
Consolidated net income (loss), net of tax | (1,454) | (1,095) | (2,298) | (1,859) | |||
Other Comprehensive Income (Loss), net of tax | |||||||
Foreign currency translation adjustment | 0 | 0 | 0 | 0 | |||
Total Comprehensive Income (Loss) | (1,454) | (1,095) | (2,298) | (1,859) | |||
Consolidation, Eliminations [Member] | |||||||
Revenues | |||||||
Reimbursement revenue | 0 | 0 | |||||
Income of Consolidated Funds | (3,009) | (3,214) | |||||
Other Income (loss) | |||||||
Net gain (loss) on investments | 2,139 | 0 | 1,754 | 0 | |||
ZAIS [Member] | |||||||
Revenues | |||||||
Management fee income | 4,018 | 3,571 | 7,125 | 7,140 | |||
Incentive income | 2,884 | 143 | 3,181 | 295 | |||
Reimbursement revenue | 383 | 877 | |||||
Other revenues | 77 | 79 | 170 | 159 | |||
Income of Consolidated Funds | 0 | 0 | |||||
Total Revenues | 7,362 | 3,793 | 11,353 | 7,594 | |||
Expenses | |||||||
Compensation and benefits | 5,609 | 7,999 | 13,033 | 17,006 | |||
General, administrative and other | 4,169 | 2,950 | 7,838 | 6,160 | |||
Depreciation and amortization | 71 | 64 | 111 | 127 | |||
Expenses of Consolidated Funds | 0 | 0 | 0 | 0 | |||
Total Expenses | 9,849 | 11,013 | 20,982 | 23,293 | |||
Other Income (loss) | |||||||
Net gain (loss) on investments | 1,493 | 1,150 | 2,411 | 1,896 | |||
Other income (expense) | 32 | 87 | 16 | 692 | |||
Net gain (loss) on beneficial interest of collateralized financing entity | 0 | 0 | |||||
Total Other Income (Loss) | 1,525 | 1,237 | 2,427 | 2,588 | |||
Income (loss) before income taxes | (962) | (5,983) | (7,202) | (13,111) | |||
Income tax (benefit) expense | 5 | 4 | 10 | 9 | |||
Discontinued Operations | |||||||
Consolidated net income (loss), net of tax | (967) | (5,987) | (7,212) | (13,120) | |||
Other Comprehensive Income (Loss), net of tax | |||||||
Foreign currency translation adjustment | 9 | (147) | 39 | (201) | |||
Total Comprehensive Income (Loss) | (958) | (6,134) | (7,173) | (13,321) | |||
Consolidated Funds, Before Eliminations [Member] | |||||||
Revenues | |||||||
Management fee income | 0 | 0 | 0 | 0 | |||
Incentive income | 0 | 0 | 0 | 0 | |||
Reimbursement revenue | 0 | 0 | |||||
Other revenues | 0 | 0 | 0 | 0 | |||
Income of Consolidated Funds | 3,413 | 3,618 | |||||
Total Revenues | 3,413 | 0 | 3,618 | 0 | |||
Expenses | |||||||
Compensation and benefits | 0 | 0 | 0 | 0 | |||
General, administrative and other | 0 | 0 | 0 | 0 | |||
Depreciation and amortization | 0 | 0 | 0 | 0 | |||
Expenses of Consolidated Funds | 30 | 29 | 73 | 48 | |||
Total Expenses | 30 | 29 | 73 | 48 | |||
Other Income (loss) | |||||||
Net gain (loss) on investments | (532) | 2,176 | 960 | 3,693 | |||
Other income (expense) | 0 | 0 | 0 | 0 | |||
Net gain (loss) on beneficial interest of collateralized financing entity | 0 | 0 | |||||
Total Other Income (Loss) | (532) | 2,176 | 960 | 3,693 | |||
Income (loss) before income taxes | 2,851 | 2,147 | 4,505 | 3,645 | |||
Income tax (benefit) expense | 0 | 0 | 0 | 0 | |||
Discontinued Operations | |||||||
Consolidated net income (loss), net of tax | 2,851 | 2,147 | 4,505 | 3,645 | |||
Other Comprehensive Income (Loss), net of tax | |||||||
Foreign currency translation adjustment | 0 | 0 | 0 | 0 | |||
Total Comprehensive Income (Loss) | 2,851 | 2,147 | 4,505 | 3,645 | |||
Consolidated Funds [Member] | |||||||
Revenues | |||||||
Income of Consolidated Funds | 404 | 0 | 404 | 0 | |||
Expenses | |||||||
Expenses of Consolidated Funds | 30 | 29 | 73 | 48 | |||
Other Income (loss) | |||||||
Net gain (loss) on investments | 1,607 | 2,176 | 2,714 | 3,693 | |||
Net gain (loss) on beneficial interest of collateralized financing entity | $ (223,500) | $ (81,000) | $ (909) | $ 0 | $ (1,498) | $ 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. |
Subsequent Events (Details)
Subsequent Events (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | ||
Management fees | $ 3,689 | $ 3,571 | $ 6,796 | $ 7,140 | |
Incentive income | 2,884 | 143 | 3,181 | [1],[2] | 295 |
Atlas Master Fund [Member] | |||||
Management fees | 14 | 12 | 27 | 33 | |
Incentive income | 0 | 0 | 0 | 0 | |
Total | $ 14 | $ 12 | $ 27 | $ 33 | |
[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. |
Subsequent Events (Details Text
Subsequent Events (Details Textual) - USD ($) $ in Millions | Aug. 10, 2017 | May 03, 2017 | Feb. 28, 2017 | Jun. 30, 2017 | Dec. 31, 2016 | |
Subsequent Event [Line Items] | ||||||
Assets under Management, Carrying Amount | $ 3,752 | [1] | $ 3,444 | |||
Atlas Master Fund [Member] | ||||||
Subsequent Event [Line Items] | ||||||
Equity Method Investments | 0.1 | |||||
Assets under Management, Carrying Amount | $ 32.8 | |||||
Zephyr A-6 [Member] | ||||||
Subsequent Event [Line Items] | ||||||
Proceeds from Sale of Beneficial Interest in Collateralized Financing Entity | $ 3.9 | $ 5.4 | ||||
Zephyr A-6 [Member] | Subsequent Event [Member] | ||||||
Subsequent Event [Line Items] | ||||||
Proceeds from Sale of Beneficial Interest in Collateralized Financing Entity | $ 12.1 | |||||
[1] | On April 19, 2017, the ZAIS Opportunity Fund, Ltd. received a redemption request for a redemption of approximately $68.3 million (value date of June 30, 2017) from a European investor impacted by regulatory constraints. This redemption is expected to be effectuated August 31, 2017. The AUM amount presented has not been reduced for this redemption request. |