Document And Entity Information
Document And Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2017 | Mar. 16, 2018 | Jun. 30, 2017 | |
Document Information [Line Items] | |||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Period End Date | Dec. 31, 2017 | ||
Document Fiscal Year Focus | 2,017 | ||
Document Fiscal Period Focus | FY | ||
Entity Registrant Name | ZAIS Group Holdings, Inc. | ||
Entity Central Index Key | 1,562,214 | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Filer Category | Smaller Reporting Company | ||
Entity Public Float | $ 31,972,782 | ||
Trading Symbol | ZAIS | ||
Common Class A [Member] | |||
Document Information [Line Items] | |||
Entity Common Stock, Shares Outstanding | 14,555,113 | ||
Common Class B [Member] | |||
Document Information [Line Items] | |||
Entity Common Stock, Shares Outstanding | 20,000,000 |
Consolidated Statements of Fina
Consolidated Statements of Financial Condition - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Assets | ||
Cash and cash equivalents | $ 41,619 | $ 38,712 |
Income and fees receivable | 8,863 | 8,805 |
Investments, at fair value - $46,136 and $0 pledged as collateral for repurchase agreement, at December 31, 2017 and December 31, 2016, respectively. | 10,151 | 5,273 |
Due from related parties | 798 | 734 |
Property and equipment, net | 278 | 274 |
Prepaid expenses | 967 | 906 |
Other assets | 359 | 348 |
Total Assets | 187,889 | 514,145 |
Liabilities | ||
Notes payable | 0 | 1,263 |
Compensation payable | 9,222 | 7,836 |
Due to related parties | 31 | 31 |
Fees payable | 2,171 | 2,439 |
Other liabilities | 1,285 | 1,127 |
Total Liabilities | 59,067 | 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 | 64,365 | 63,413 |
Retained earnings (Accumulated deficit) | (23,414) | (18,965) |
Accumulated other comprehensive income (loss) | (61) | (70) |
Total stockholders' equity, ZAIS Group Holdings, Inc. | 40,891 | 44,379 |
Non-controlling interests | 68,363 | 23,328 |
Total Equity | 128,822 | 89,965 |
Total Liabilities and Equity | 187,889 | 514,145 |
Common Class A [Member] | ||
Equity | ||
Common Stock | 1 | 1 |
Common Class B [Member] | ||
Equity | ||
Common Stock | 0 | 0 |
Consolidated Variable Interest Entities [Member] | ||
Assets | ||
Cash and cash equivalents | 8,975 | 37,080 |
Investments, at fair value - $46,136 and $0 pledged as collateral for repurchase agreement, at December 31, 2017 and December 31, 2016, respectively. | 114,911 | 404,365 |
Due from broker | 0 | 16,438 |
Other assets | 968 | 1,210 |
Liabilities | ||
Notes payable of consolidated CLO, at fair value | 0 | 384,901 |
Repurchase agreement | 45,943 | 0 |
Due to broker | 0 | 24,462 |
Other liabilities | 415 | 2,121 |
ZAIS Group Parent, LLC [Member] | ||
Equity | ||
Non-controlling interests | 19,568 | 22,258 |
Consolidated Funds [Member] | ||
Equity | ||
Non-controlling interests | $ 68,363 | $ 23,328 |
Consolidated Statements of Fin3
Consolidated Statements of Financial Condition (Parenthetical) - USD ($) $ in Thousands | Dec. 31, 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 |
Consolidated Variable Interest Entities [Member] | ||
Investments, at fair value pledged as collateral for repurchase agreements | $ 46,136 | $ 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 | 14,555,113 | 13,900,917 |
Common Stock, Shares, Outstanding | 14,555,113 | 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 | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | ||
Revenues | |||
Management fee income | $ 15,792 | $ 22,015 | |
Incentive income | 11,573 | [1],[2],[3] | 9,346 |
Reimbursement revenue | 1,631 | 0 | |
Other revenues | 324 | 316 | |
Total Revenues | 30,836 | 31,677 | |
Expenses | |||
Compensation and benefits | 24,023 | 31,380 | |
General, administrative and other | 15,300 | 12,263 | |
Depreciation and amortization | 230 | 267 | |
Total Expenses | 40,287 | 43,992 | |
Other income (loss) | |||
Net gain (loss) on investments in affiliates | 237 | 273 | |
Other income (expense) | 110 | 762 | |
Total Other Income (Loss) | 8,252 | 8,526 | |
Income (loss) before income taxes | (1,199) | (3,789) | |
Income tax (benefit) expense | 22 | (5) | |
Consolidated net income (loss) | (1,221) | (3,784) | |
Other comprehensive income (loss), net of tax: | |||
Foreign currency translation adjustment | 14 | (343) | |
Total Comprehensive Income (Loss) | (1,207) | (4,127) | |
Allocation of Consolidated Net Income (Loss) | |||
Stockholders’ equity, ZAIS Group Holdings, Inc. | (4,449) | (5,160) | |
Allocation of Total Comprehensive Income (Loss) | |||
Stockholders’ equity, ZAIS Group Holdings, Inc. | $ (4,440) | $ (5,388) | |
Consolidated Net Income (Loss), per Class A common share applicable to ZAIS Group Holdings, Inc. - Basic | $ (0.31) | $ (0.37) | |
Consolidated Net Income (Loss), per Class A common share applicable to ZAIS Group Holdings, Inc. - Diluted | $ (0.31) | $ (0.37) | |
Weighted average shares of Class A common stock outstanding: | |||
Basic | 14,369,295 | 13,891,245 | |
Diluted | 21,369,295 | 20,891,245 | |
ZAIS Group Parent, LLC [Member] | |||
Allocation of Consolidated Net Income (Loss) | |||
Non-controlling interests | $ (2,223) | $ (2,129) | |
Allocation of Total Comprehensive Income (Loss) | |||
Non-controlling interests | (2,218) | (2,244) | |
Consolidated Funds [Member] | |||
Revenues | |||
Income of Consolidated Funds | 1,516 | 0 | |
Expenses | |||
Expenses of Consolidated Funds | 734 | 82 | |
Other income (loss) | |||
Net gain (loss) on investments in affiliates | 5,787 | 8,333 | |
Net gain (loss) on beneficial interest of consolidated collateralized financing entity | 2,118 | (842) | |
Allocation of Consolidated Net Income (Loss) | |||
Non-controlling interests | 5,451 | 3,505 | |
Allocation of Total Comprehensive Income (Loss) | |||
Non-controlling interests | $ 5,451 | $ 3,505 | |
[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] | ZAIS Group does not earn management fee income on two ZAIS Managed Entities in which it had made investments that carry first loss risk. ZAIS Group receives distributions of its pro rata share of the gains and losses related to its investments in these ZAIS Managed Entities and incentive income equal to 50% of the net investment gains for the management of these ZAIS Managed Entities. |
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 Restricted Stock Units | 0 | $ 0 | $ 0 | 30 | 0 | 0 | (30) | 0 |
Settlement of Restricted Stock Units (in shares) | 30,000 | 0 | ||||||
Modification of equity awards to liability awards | (230) | $ 0 | $ 0 | (153) | 0 | 0 | (77) | 0 |
Capital contributions | 4,907 | 0 | 0 | 0 | 0 | 0 | 0 | 4,907 |
Capital distributions | (477) | 0 | 0 | 0 | 0 | 0 | (477) | 0 |
Equity-based compensation charges | 4,089 | 0 | 0 | 2,719 | 0 | 0 | 1,370 | 0 |
Consolidated net income (loss) | (3,784) | 0 | 0 | 0 | (5,160) | 0 | (2,129) | 3,505 |
Other comprehensive income (loss) | (343) | 0 | 0 | 0 | 0 | (228) | (115) | 0 |
End of the period at Dec. 31, 2016 | 89,965 | $ 1 | $ 0 | 63,413 | (18,965) | (70) | 22,258 | 23,328 |
End of the period (in shares) at Dec. 31, 2016 | 13,900,917 | 20,000,000 | ||||||
Settlement of Restricted Stock Units | 0 | 463 | 0 | 0 | (463) | 0 | ||
Settlement of Restricted Stock Units (in shares) | 654,196 | 0 | ||||||
Payment of employee taxes in connection with net settlement of Restricted Stock Units | (801) | $ 0 | $ 0 | (801) | 0 | 0 | 0 | 0 |
Modification of equity awards to liability awards | (26) | 0 | 0 | (17) | 0 | 0 | (9) | 0 |
Capital contributions | 14,547 | 0 | 0 | 0 | 0 | 0 | 0 | 14,547 |
Change in Non-Controlling interest’s ownership percentage of Zephyr A-6 | 25,037 | 0 | 0 | 0 | 0 | 0 | 0 | 25,037 |
Equity-based compensation charges | 1,307 | 0 | 0 | 1,307 | 0 | 0 | 0 | 0 |
Consolidated net income (loss) | (1,221) | 0 | 0 | 0 | (4,449) | 0 | (2,223) | 5,451 |
Other comprehensive income (loss) | 14 | 0 | 0 | 0 | 0 | 9 | 5 | |
End of the period at Dec. 31, 2017 | $ 128,822 | $ 1 | $ 0 | $ 64,365 | $ (23,414) | $ (61) | $ 19,568 | $ 68,363 |
End of the period (in shares) at Dec. 31, 2017 | 14,555,113 | 20,000,000 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Cash Flows from Operating Activities | ||
Consolidated net income (loss) | $ (1,221) | $ (3,784) |
Adjustments to reconcile consolidated net income (loss) to net cash provided by (used in) operating activities: | ||
Depreciation and amortization | 230 | 267 |
Net (gain) loss on investments in affiliates | (237) | (273) |
Non-cash stock-based compensation | 1,280 | 3,859 |
Interest expense on notes payable | 0 | 9 |
Cash Flows Due to Changes in Operating Assets and Liabilities: | ||
Income and fees receivable | (58) | (6,276) |
Due from related parties | (64) | 14 |
Prepaid expenses | (61) | (130) |
Other assets | 4 | (49) |
Compensation payable | 1,385 | 4,261 |
Due to related parties | 0 | (145) |
Fees payable | (268) | 1,683 |
Other liabilities | 160 | (419) |
Items related to Consolidated Funds: | ||
Net Cash Provided by (Used in) Operating Activities | (75,460) | (18,148) |
Cash Flows from Investing Activities | ||
Purchases of property and equipment | (235) | (17) |
Proceeds from sale of investments in affiliates | 124 | 256 |
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 | (5,111) | 8,402 |
Cash Flows from Financing Activities | ||
Proceeds from sale of interest in Zephyr A-6 to non-controlling interest in Zephyr A-6 | 25,037 | 0 |
Payment of employee taxes in connection with net settlement of RSUs | (801) | 0 |
Repayment of notes payable | (1,263) | 0 |
Proceeds from repurchase agreements | 45,943 | 0 |
Contributions from non-controlling interests in Consolidated Funds | 14,547 | 4,907 |
Distributions to non-controlling interests in ZGP | 0 | (477) |
Net Cash Provided by (Used in) Financing Activities | 83,463 | 4,430 |
Net increase (decrease) in cash and cash equivalents denominated in foreign currency | 15 | (323) |
Net increase (decrease) in cash and cash equivalents | 2,907 | (5,639) |
Cash and cash equivalents, beginning of year | 38,712 | 44,351 |
Cash and cash equivalents, end of year | 41,619 | 38,712 |
Supplemental Cash Flow Information: | ||
Cash paid for income taxes | 22 | 113 |
Cash paid for interest expense on Notes Payable | 16 | 0 |
Cash paid for interest expense on Repurchase Agreements | 0 | 0 |
Consolidated Funds [Member] | ||
Adjustments to reconcile consolidated net income (loss) to net cash provided by (used in) operating activities: | ||
Net (gain) loss on investments in affiliates | (5,787) | (8,333) |
Items related to Consolidated Funds: | ||
Purchases of investments and investments in affiliated securities | (416,960) | (163,943) |
Proceeds from sale of investments | 231,296 | 137,144 |
Proceeds from sale of beneficial interest of collateralized financing entities and distributions from CLO warehouses | 105,054 | 0 |
Net (gain) loss on investments | 5,331 | (5,165) |
Net (gain) loss on beneficial interest of consolidated collateralized financing entity | (2,118) | 842 |
Net change in unrealized (gain) loss on notes payable of consolidated CLO | (8,362) | 9,154 |
Change in cash and cash equivalents | 14,200 | (37,047) |
Increase in cash due to initial consolidation | 0 | 129,367 |
Change in due from broker | 12,563 | (16,438) |
Change in other assets | (1,064) | (1,253) |
Change in due to broker | (16,499) | (70,207) |
Change in other liabilities | $ (779) | $ 2,064 |
Organization
Organization | 12 Months Ended |
Dec. 31, 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 Securities and Exchange Commission 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”). Commencing in 2015, the Company’s management and its board of directors (“Board of Directors”) have been conducting periodic strategic reviews of the Company’s business in order to enhance shareholder value. On February 15, 2017, the Board established a Special Committee of independent and disinterested directors (the “Special Committee of the Board of Directors”) to consider any proposals by management or third parties for strategic transactions. On September 5, 2017, Z Acquisition LLC (“Parent”), an entity in which Christian Zugel, the former managing member of ZGP and the founder and Chief Investment Officer of ZAIS Group (“Mr. Zugel”), is the managing member, entered into a share purchase agreement, which was amended and restated on January 11, 2018 (as amended and restated, the “Share Purchase Agreement”), with Ramguard LLC (“Ramguard”), pursuant to which Z Acquisition LLC agreed to acquire 6,500,000 4.10 6,800,000 3,325,000 4.00 4.10 4.10 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. ZAIS Group’s assets under management (“AUM”) is primarily comprised of (i) total assets for mark-to-market funds and separately managed accounts; (ii) uncalled capital commitments, if any, for funds that are not in liquidation; and (iii) for issued structured vehicles, all assets being managed calculated per the management fee basis methodology defined in the respective vehicles’ indenture, although in certain circumstances some or all of the referenced management fees may be waived. AUM also includes assets in the warehouse phase for new structured credit vehicles and is based on actual assets managed without reductions for leverage and most other liabilities and includes all assets regardless of whether management fees are being earned. As of December 31, AUM 2017 (1) $ 4.512 2016 $ 3.444 (1) 4.3 5.5 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 (or par values of the collateral and cash held by CLOs) and (ii) incentive income, which is based on the investment performance of the ZAIS Managed Entities. Additionally, a significant source of the Company’s revenues and other income is derived from the underlying investments of the Consolidated Funds. This income is comprised of interest, dividends and net gains from the underlying investments in CLOs and net gains on beneficial interests of consolidated collateralized financing entities which invest in first lien, senior secured 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 | 12 Months Ended |
Dec. 31, 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 consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”) as contained within the Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification. U.S. GAAP permits entities to choose to measure certain eligible financial assets, financial liabilities and firm commitments at fair value (the “Fair Value Option”), on an instrument-by-instrument basis. The election to use the Fair Value Option is available when an entity first recognizes a financial asset or financial liability or upon entering into a firm commitment. The Fair Value Option is irrevocable and requires changes in fair value to be recognized in earnings. The Company has elected the Fair Value Option for certain assets and liabilities. The Company has applied the Fair Value Option to the Investments and Notes payable of consolidated CLOs. 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. The Company has also 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 the equity method of accounting. See Note 3 for further disclosure on investments in affiliates for which the Fair Value Option has been elected. 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. The consolidated financial statements included herein are the financial statements of ZAIS, its subsidiaries and certain ZAIS Managed Entities (including CLOs) which are consolidated by the Company (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 (i) non-controlling interests in ZGP which is comprised of Class A Units held by Mr. Zugel and certain related parties (collectively, the “ZGP Founder Members”) and (ii) the non-controlling interests in the Consolidated Funds. Pursuant to the consolidation guidance, under U.S. GAAP, ZAIS first evaluates whether it holds a variable interest in an entity. Fees that are customary and commensurate with the level of services provided, and where ZAIS does not hold other economic interests in the entity that would absorb more than an insignificant amount of the expected losses or returns of the entity, would not be considered a variable interest. ZAIS factors in all economic interests including proportionate interests through related parties, to determine if fees are considered a variable interest. For entities where ZAIS has determined that it does hold a variable interest, ZAIS performs an assessment to determine whether each of those entities qualify as a variable interest entity (“VIE”). The determination as to whether an entity qualifies as a VIE depends on the facts and circumstances surrounding each individual entity and therefore certain of ZAIS’s entities may qualify as VIEs under the variable interest model whereas others may qualify as voting interest entities (“VOEs”) under the voting interest model. The granting of substantive kick-out rights is a key consideration in determining whether a limited partnership or similar entity is a VIE. Under the voting interest model, ZAIS consolidates those entities it controls through a majority voting interest. ZAIS does not consolidate those VOEs in which substantive kick-out rights have been granted to the unrelated investors to either dissolve the entity or remove the general partner. Under the variable interest model, ZAIS consolidates those entities where it has determined that ZAIS is the primary beneficiary of the entity. ZAIS is determined to be the primary beneficiary when it has a controlling financial interest in the VIE, which is defined as possessing both (i) the power to direct the activities of the VIE that most significantly impact the VIE’s economic performance and (ii) the obligation to absorb losses of the VIE or the right to receive benefits from the VIE that could potentially be significant to the VIE. When ZAIS alone is not considered to have a controlling financial interest in the VIE but ZAIS and its related parties under common control in the aggregate have a controlling financial interest in the VIE, ZAIS will still be deemed the primary beneficiary if it is the party that is most closely associated with the VIE. When ZAIS and its related parties not under common control in the aggregate have a controlling financial interest in the VIE then ZAIS would be deemed to be the primary beneficiary if substantially all the activities of the entity are performed on behalf of ZAIS. ZAIS determines whether it is the primary beneficiary of a VIE at the time it becomes initially involved with the VIE and reconsiders that conclusion continuously. Investments and redemptions (either by ZAIS, related parties of ZAIS, or third parties) or amendments to the governing documents of the respective entity may affect an entity’s status as a VIE or the determination of the primary beneficiary. ZAIS’s other disclosures regarding VIEs are discussed in Note 5 “Variable Interest Entities and Voting Interest Entities”. The Company’s consolidated financial statements include (i) ZGP, a VOE in which the Company has a controlling financial interest; (ii) ZAIS Group, a VOE in which ZGP has a controlling financial interest and (iii) the following VIEs for which ZAIS Group is considered the primary beneficiary during the reporting periods presented: As of December 31, Year Ended December 31, Entity 2017 2016 2017 2016 ZAIS Zephyr A-6, LP (“Zephyr A-6”) ü ü ü ü ZAIS CLO 5, Limited (“ZAIS CLO 5”) ü ü (1) ü (1) (1) 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. 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 consolidated collateralized financing entity in the Consolidated Statements of Comprehensive Income (Loss). The majority of the economic interests in the CLOs is held by outside parties, and is reported as Notes payable of consolidated CLOs, at fair value 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, if any, and net gain (loss) on investments earned by ZAIS Group from the Consolidated Funds are eliminated in consolidation. 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. Changes in the Company’s ownership interest while the Company retains its controlling financial interest in its subsidiary are accounted for as equity transactions. Therefore, no gain or loss is recognized in the Company’s consolidated statements of comprehensive income (loss). The carrying amount of the non-controlling interest is adjusted to reflect the change in its ownership interest in the subsidiary. Any difference between the fair value of the consideration received or paid and the amount by which the non-controlling interest is adjusted is recognized in equity attributable to ZAIS Group. Allocations of income and loss to non-controlling interests follow the contractual provisions of the pertinent agreements. Accordingly, amounts of incentive compensation due to ZAIS from Consolidated Funds are not deducted from non-controlling interest holders’ capital accounts until the applicable legal conditions for incentive income have been fulfilled. The Company considers highly liquid, short-term interest-bearing instruments of sufficient credit quality with original maturities of three months or less, and other instruments readily convertible into cash, to be cash equivalents. Financial instruments which potentially subject the Company to concentrations of credit risk consist primarily of cash and cash equivalents. The Company’s deposits with financial institutions may exceed federally insurable limits of $ 250,000 Cash equivalents generally consist of excess cash that is swept daily into a money market fund, or into weekly or monthly term deposit accounts to earn short-term interest, or maintained as a short-term deposit. Additionally, the Company may from time-to-time invest in United States government obligations to manage excess liquidity. These investments are carried at fair value, as the Company has elected the Fair Value Option in order to include any gains or losses within consolidated net income (loss). These investments are recorded as cash equivalents in the Consolidated Statements of Financial Condition. At December 31, 2017 and December 31, 2016, the Company had approximately $ 39.0 29.0 8.0 Investments in Affiliates at Fair Value The Company has elected the Fair Value Option for ZAIS Group’s direct investments in the ZAIS Managed Entities that are not consolidated, and would otherwise be accounted for under the equity method. The resulting net gains or losses on investments are included in Net gain (loss) on investments in affiliates in the Consolidated Statements of Comprehensive Income (Loss). In estimating the fair value for financial instruments for which the Fair Value Option has been elected, the Company uses the valuation methodologies as discussed in Note 4 “Fair Value Measurements”. ZAIS Group’s primary sources of revenue are (i) management fee income, (ii) incentive income and (iii) income of Consolidated Funds. The management fee income and incentive income are derived from ZAIS Group’s advisory agreements with the ZAIS Managed Entities. Certain investments held by employees, executives and other related parties in the ZAIS Managed Entities are not subject to management fees or incentive fees/allocations and therefore do not generate revenue for ZAIS Group. All of the management fee income and incentive income earned by ZAIS Group from the Consolidated Funds are eliminated in consolidation. Management Fee Income ZAIS Group earns management fee income for investment advisory and asset management services provided to the ZAIS Managed Entities. Management fees are accrued as earned, and are calculated and collected on a monthly or quarterly basis, depending on the applicable agreement. In the event management fee income is received before it is earned, deferred revenue is recorded and is included in Other liabilities in the Consolidated Statements of Financial Condition . In addition to the management fee income mentioned above, subordinated management fee income may be earned from the CLOs. The subordinated management fee income has a lower priority than the base management fees in the CLO’s cash flows. The subordinated management fee income is contingent upon the economic performance of the respective CLO’s investments. If the CLOs experience a certain level of investment defaults, these fees may not be paid. Subordinated management fee income is recognized when collection is reasonably assured. Incentive Income ZAIS Group earns incentive income for investment advisory and asset management services provided to the ZAIS Managed Entities. Incentive income is recognized when it is (i) contractually receivable, (ii) fixed or determinable (also referred to as “crystallized”) and (iii) all related contingencies have been removed and collection is reasonably assured, which generally occurs in the quarter of, or the quarter immediately prior to, payment of the incentive income to ZAIS Group by the ZAIS Managed Entities. The criteria for revenue recognition related to incentive income is typically met only after all contributed capital and the preferred return, if any, on that capital have been distributed to the ZAIS Managed Entities’ investors for vehicles with private equity style fee arrangements, and is typically met only after any profits exceed a high-water mark for vehicles with hedge fund style fee arrangements. The criteria for revenue recognition related to incentive income from CLOs is typically met only after the full par amount and the preferred return, if any, has been paid to the subordinate note holders. Reimbursement Revenue Research and data services expenses (the “Research Costs”) and other costs (the “Other Direct Costs”) relating to the management of the ZAIS Managed Entities are paid by ZAIS Group directly to vendors for which ZAIS Group is the primary obligor. Certain of these amounts may be reimbursable by the respective ZAIS Managed Entities per the terms of the applicable agreement. Reimbursed amounts are recorded as Reimbursement revenue in the Consolidated Statements of Comprehensive Income (Loss). The amounts for the year ended December 31, 2016 were not material and therefore were not separately reported in the Consolidated Statements of Comprehensive Income (Loss). Research Costs and Other Direct Costs which have not yet been collected are included in Due from related parties in the Consolidated Statements of Financial Condition. Other Revenue Other revenue primarily consists of consulting fees and is recorded on an accrual basis. Income and fees receivable primarily includes management fees and incentive fees due from ZAIS Managed Entities, excluding the Consolidated Funds. The Company evaluates the collectability of the amounts receivable to determine whether any allowance for doubtful accounts is necessary. Fees payable represents management fees and incentive fees due to an investor in one of the ZAIS Managed Entities as a credit for fees charged to that investor on their investment balance in another ZAIS Managed Entity. The credit is recorded as a direct reduction to Management fee income and Incentive income in the Consolidated Statements of Comprehensive Income (Loss). Compensation and benefits expense is comprised of salaries, payroll taxes, employer contributions to welfare plans, discretionary and guaranteed cash bonuses, stock compensation and other contractual compensation programs payable to ZAIS Group employees and non-employee directors. Compensation and benefits expense is generally recognized over the related service period. On an annual basis, compensation and benefits comprise a significant portion of total expenses, with discretionary cash bonuses, guaranteed cash bonuses, stock compensation and other contractual compensation programs generally comprising a significant portion of total compensation and benefits. Compensation and benefits expense relating to the issuance of cash-based and equity-based awards to certain employees is measured at fair value on the grant date. Equity-based compensation awards to employees that are settled in shares are classified as equity instruments. The fair value of an equity settled award is determined on the date of grant and is not subject to remeasurement. Cash settled awards are classified as liabilities and are remeasured to fair value at each balance sheet date as long as the award is outstanding. Changes in fair value are reflected as compensation expense. Compensation expense for awards that vest over a future service period is recognized over the relevant service period on a straight-line basis, adjusted for estimated forfeitures of awards not expected to vest. The compensation expense for awards that do not require future service is recognized immediately. Compensation and benefits expense also includes compensation directly related to incentive income in the form of percentage interests (also referred to as “Points”) awarded to certain employees associated with the operation and management of certain ZAIS Managed Entities (“Points Agreements”). Under the Points Agreements, ZAIS Group has an obligation to pay certain employees and former employees a fixed percentage of the incentive income earned from the referenced entities. Amounts payable pursuant to these arrangements are recorded as compensation expense when they become probable and reasonably estimable. The determination of when the Points become probable and reasonably estimable is based on the assessment of numerous factors, particularly those related to the profitability, realizations, distribution status, investment profile and commitments or contingencies of certain ZAIS Managed Entities for which Points Agreements have been awarded. Points are expensed no later than the period in which the underlying income is recognized. Payment of the Points generally occurs not later than when the related income is received. Most recipients’ rights to receive payments related to their Points Agreement are subject to forfeiture risks. There are outstanding Points Agreements relating to one ZAIS Managed Entity and ZAIS Group does not anticipate awarding additional Points Agreements. Pursuant to ZAIS’s 2015 Stock Incentive Plan (the “2015 Stock Plan”), non-employee directors and employees of ZAIS are eligible to receive RSUs as a component of compensation for their service as directors or employees of ZAIS. The awards are unvested at the time they are granted and, as such, are not entitled to any dividends or other material rights until such RSUs vest. The RSUs generally vest pursuant to the agreements between the recipient and the Company. 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 General, administrative and other expenses include professional fees, insurance costs, information technology, rent expense and other operating expenses. Amounts are recorded on an accrual basis as incurred. Prepaid expenses consist of various payments that the Company has made in advance for services to be received in the future. These amounts will be expensed over the remaining term of the underlying service contracts. The prepaid expenses primarily include insurance and other service contracts incurred in the normal course of business. Certain conditions may exist as of the date that the financial statements are issued, which may result in a loss to the Company but which will only be resolved when one or more future events occur or fail to occur. The Company’s management and its legal counsel assess such contingent liabilities, and such assessment inherently involves an exercise of judgment. In assessing loss contingencies related to legal proceedings that are pending against the Company or unasserted claims that may result in such proceedings, the Company’s legal counsel evaluates the perceived merits of any legal proceedings or unasserted claims as well as the perceived merits of the amount of relief available, sought or expected to be sought therein. If the assessment of a contingency indicates that it is probable that a material loss has been incurred and the amount of the liability can be reasonably estimated, then the estimated liability would be accrued in the Company’s financial statements. If the assessment indicates that a potentially material loss contingency is not probable, but is reasonably possible, or is probable but cannot be estimated, then the nature of the contingent liability, together with an estimate of the range of possible loss if determinable, would be disclosed. Legal costs are recorded on an accrual basis as incurred. Property and equipment consist of furniture and fixtures, office equipment, leasehold improvements and software, and are stated at cost, less accumulated depreciation and amortization. Depreciation and amortization on furniture and fixtures, office equipment and software is calculated on a straight-line basis over an estimated useful life of three to five years. Amortization of leasehold improvements is calculated using the straight-line method over the lesser of the lease terms or the estimated useful life of the asset. Depreciation and amortization expense is presented in Depreciation and amortization in the Consolidated Statements of Comprehensive Income (Loss). Property and equipment are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. The costs associated with maintenance and repairs are recorded as other operating expenses as incurred. The functional currency of ZGH and its domestic subsidiaries as well as the Consolidated Funds and the reporting currency of the Company is the U.S. Dollar. Foreign currency transactions are remeasured at the exchange rate on the date of the transactions whereas assets and liabilities denominated in foreign currencies are remeasured at the exchange rate prevailing on the balance sheet date. Net exchange gains and losses resulting from remeasuring transactions, assets and liabilities denominated in currencies other than the functional currency are included in other income (expense) in the Consolidated Statements of Comprehensive Income (Loss). Assets and liabilities of foreign subsidiaries that have non-U.S. dollar functional currencies are translated at exchange rates prevailing at the end of each reporting period. Results of such foreign operations are translated at the weighted-average exchange rate for each reporting period. Resultant translation adjustments are included as a component of accumulated other comprehensive income (loss) until realized. Foreign currency translation gains and losses relate to the Company’s U.K. operations. Although ZGP and its subsidiaries operate as pass-through entities for U.S. income tax purposes and are not subject to entity level U.S. income taxes, ZAIS is taxable as a corporation for U.S. tax purposes. Accordingly, the Company’s consolidated financial statements include U.S. federal, state and local income taxes on the ZAIS’s allocable share of the consolidated results of operations, as well as taxes payable to jurisdictions outside the U.S related to the foreign subsidiaries. The Company accounts for income taxes using the asset and liability method as prescribed in ASC 740, Accounting for Income Taxes The Company provides for uncertain tax positions based upon management’s assessment of whether a tax benefit is more likely than not to be sustained upon examination by tax authorities. Management is required to determine whether a tax position is more likely than not to be sustained upon examination by tax authorities, including resolution of any related appeals or litigation processes, based on the technical merits of the position. Because significant assumptions are used in determining whether a tax benefit is more likely than not to be sustained upon examination by tax authorities, actual results may differ from the Company's estimates under different assumptions or conditions. The Company analyzes its tax filing positions in all of the U.S. federal, state, local and foreign tax jurisdictions where it is required to file income tax returns, as well as for all open tax years in these jurisdictions. If, based on this analysis, the Company determines that uncertainties in tax positions exist, a liability is established. The Company recognizes accrued interest and penalties related to uncertain tax positions in Income tax (benefit) expense in the Consolidated Statements of Comprehensive Income (Loss). Recent Accounting Pronouncements Since May 2014, the FASB has issued ASU Nos. 2014-09, 2015-14, 2016-08, 2016-10 and 2016-12, Revenue from Contracts with Customers In January 2016, the FASB issued ASU No. 2016-01, Financial InstrumentsOverall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842) In March 2016, the FASB issued ASU 2016-09, Improvements to Employee In August 2016, the FASB issued ASU 2016-15, Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments Significant Accounting Policies of Consolidated Funds The Consolidated Funds, except for consolidated CLOs, are considered investment companies for U.S. GAAP purposes. Pursuant to specialized accounting guidance for investment companies, and the retention of that guidance in the Company’s consolidated financial statements, the investments held by the Consolidated Funds are reported at their fair values. See Note 4 - “Fair Value of Investments” for information regarding the valuation of these assets. Due from broker represents the Consolidated Funds’ receivable from a broker for unsettled sales of investments as of the balance sheet date. Due to Broker Due to broker represents the Consolidated Funds’ payable to a broker for unsettled purchases of investments as of the balance sheet date. Under the Measurement Alternative, the Company measures both the financial assets and financial liabilities of the collateralized financing entities which it consolidates in its financial statements using the more observable of the fair value of the financial assets or the fair value of the financial liabilities. The notes payable of Consolidated CLO are measured using the fair value of the financial assets which the Company considers the more observable of the fair values. Zephyr A-6 enters into repurchase agreements, pursuant to which it sells securities to a counterparty at a specified price and agrees to repurchase the same securities from the same counterparty at a fixed rate or determinable price at a future date. The repurchase agreements allow Zephyr A-6 to transfer possession of securities to the counterparty, as collateral, in exchange for cash from the counterparty. Zephyr A-6 agrees to repay the cash plus interest at an agreed upon rate to the counterparty in exchange for the return of the same securities. The repurchase date is mutually agreed to by Zephyr A-6 and the counterparty. Income of Consolidated Funds Income of Consolidated Funds reflects the interest and dividend income recognized by Zephyr A-6 related to its investments in unconsolidated CLOs. Any discounts and premiums on fixed income securities purchased are accreted or amortized into income or expense using the effective interest rate method over the lives of such securities. The effective interest rates are calculated using projected cash flows including the impact of paydowns on each of the aforementioned securities. This income is comprised of net gains (losses) from the Consolidated Funds’ investments in CLOs and net gains on beneficial interests of consolidated collateralized financing entities which invest in first lien, senior secured loans. The Consolidated Funds are generally not subject to U.S. federal and state income taxes and, consequently, no income tax provision has been made in the consolidated financial statements because individual investors are responsible for taxes on their proportionate share of the taxable income. |
Investments in Affiliates, at f
Investments in Affiliates, at fair value | 12 Months Ended |
Dec. 31, 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, at fair value In February 2017, ZAIS Group made a $ 5.0 In June 2017, ZAIS Group made a $ 5.0 5.0 In July 2017, ZAIS liquidated ZAIS Atlas Master Fund, LP and its feeder fund (together, the “Atlas Fund”), both ZAIS Managed Entities. At December 31, 2016, the Company’s investment in the Atlas Fund was $ 0.1 At December 31, 2017 and December 31, 2016, the Company held investments in four and five unconsolidated ZAIS Managed Entities (excluding an investment in a ZAIS Managed Entity for which no capital has been called as of December 31, 2017), respectively. At December 31, 2017 2016 (Dollars in thousands) $ 10,151 $ 5,273 Year Ended December 31, 2017 2016 $ 10 $ 44 Such amounts are included in Net gain (loss) on investments in affiliates in the Consolidated Statements of Comprehensive Income (Loss). At December 31, 2017 and December 31, 2016, neither the Company’s equity investment, nor the Company’s proportionate share of the total assets of unconsolidated ZAIS Managed Entities in which the Company invested, individually or in the aggregate, exceeded 20% of the Company’s total consolidated assets. Additionally, the Company did not have any income related to these investments, individually or in the aggregate, which exceeded 20% of its total Consolidated net income, for the years ended December 31, 2017 and December 31, 2016. As such, the Company did not present separate or summarized financial statements for any of these investees in the notes to its consolidated financial statements. |
Fair Value Measurements
Fair Value Measurements | 12 Months Ended |
Dec. 31, 2017 | |
Fair Value Disclosures [Abstract] | |
Fair Value Disclosures [Text Block] | 4. Fair Value Measurements ASC 820 Fair Value Measurements 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 fair 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 First Lien, Senior Secured Loans The Company uses a nationally recognized pricing source to provide pricing information used to determine the price for the loans held by the consolidated CLOs. 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 vehicle is an entity formed for the issuance of securities backed by first lien, senior secured loans, also known as leveraged loans. Prior to the issuance of the securities, the collateralized loan obligation vehicle enters into a financing arrangement with a bank (the “CLO Warehouse”). 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 and the underlying assets held by the CLO Warehouse are securitized. 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 and delayed compensation plus interest received and any realized gain/(loss) from the sale of any loan positions during the warehouse period less financing cost, cost of carry and any applicable warehouse expenses) to the CLO Warehouse equity contribution made by the Fund. If it is determined, at any given time, that the securitization will not be achieved, the fair value of the CLO Warehouse will be determined based on the fair value of the underlying 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. Investment in Affiliates, at fair value 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 (excluding CLOs), 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. ZAIS Group has the ability to liquidate its investments according to the provisions of the respective entities’ operating agreements. Notes payable of Consolidated CLO, at fair value The fair value of Notes payable of consolidated CLO is determined by applying the Measurement Alternative. December 31, 2017 (Dollars in thousands) Level 1 Level 2 Level 3 Net Asset Total Assets, at fair value: Cash equivalents $ 38,980 $ $ $ $ 38,980 Investments in affiliates, at fair value 10,151 10,151 Assets of Consolidated VIEs: Investments, at fair value: CLOs: Senior notes 34,588 34,588 Mezzanine notes 24,695 24,695 Subordinated notes 4,876 4,876 Warehouse 50,752 50,752 Total investments, at fair value 114,911 114,911 Total assets, at fair value $ 38,980 $ $ 114,911 $ 10,151 $ 164,042 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 Variable Interest Entities Investments, at fair value: First lien, senior secured 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 Variable Interest Entities 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 and liabilities: Year Ended December 31, 2017 (Dollars in thousands) Beginning Purchases/ Sales/ Total Amortization Effect of Transfers Ending Change in Assets: First lien, senior secured loans $ 389,329 $ 231,203 $ (231,296) $ (4,236) $ 848 $ (385,848) $ $ $ CLOs: Senior notes 34,350 (155) 393 34,588 (154) Mezzanine notes 24,166 (53) 582 24,695 (53) Subordinated notes 8,541 (3,872) 594 (387) 4,876 262 Warehouse 15,036 118,700 (88,385) 5,401 50,752 752 Total investments, at fair value $ 404,365 $ 416,960 $ (323,553) $ 1,551 $ 1,436 $ (385,848) $ $ 114,911 $ 807 Liabilities: Notes payable of consolidated CLO, at fair value $ 384,901 (8,362) (376,539) Total liabilities, at fair value $ 394,901 $ $ $ (8,362) $ $ (376,539) $ $ $ Year Ended December 31, 2016 (Dollars in thousands) Beginning Initial Purchases/ Sales/ Total Amortization Transfers Ending Change in Assets: ZAIS CLO 5, Limited- Warehouse $ 30,509 $ $ 10,000 $ (40,000) $ (509) $ $ $ $ First lien, senior secured loans 361,399 118,594 (97,144) 6,256 224 389,329 5,345 ZAIS CLO 6, Limited Warehouse 15,000 36 15,036 36 Total investments, at fair value $ 30,509 $ 361,399 $ 143,594 $ (137,144) $ 5,783 $ 224 $ $ 404,365 5,381 Liabilities: Notes payable of Consolidated CLO, at fair value $ $ 375,747 $ $ $ 9,154 $ $ $ 384,901 $ 9,154 Total liabilities, at fair value $ $ 375,747 $ $ $ 9,154 $ $ $ 384,901 $ 9,154 The Company’s policy is to record transfers between Level 1, Level 2 and Level 3, if any, at the end of the period. There were no transfers between Level 1, Level 2 and Level 3 during the years ended December 31, 2017 or December 31, 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 at Valuation Unobservable Amount/ Min Max Weighted (Dollars in Assets of Consolidated Variable Interest Entities: CLOs: Warehouse $ 50,752 Cost plus excess spread Excess spread 1.5 % 1.5 % 1.5 % 1.5 % Total Investments, at fair value $ 50,752 At December 31, 2017, all securities, except the warehouse equity, were valued using independent third party valuation quotes. Investment Type Fair Value Valuation Unobservable Amount/ Min Max Weighted Assets of Consolidated Variable Interest Entities: ZAIS CLO 6, Limited - Warehouse $ 15,036 Cost plus excess spread Excess spread 0.2% 0.2 % 0.2 % 0.2 % Total Investments, at fair value $ 15,036 Liabilities of Consolidated Variable Interest Entities: 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 At December 31, 2016, all securities, except the warehouse equity, were valued using independent third party valuation quotes. |
Variable Interest Entities
Variable Interest Entities | 12 Months Ended |
Dec. 31, 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 VIEs and VOEs 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. Risk Retention 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. A recent ruling by the U.S. Court of Appeals for the District of Columbia Circuit determined that federal agencies responsible for the U.S. risk retention rules exceeded their statutory authority when designating the collateral manager of an open-market CLO as the securitizer of an open-market CLO (see Note 17 “Subsequent Events”). Zephyr A-6 was formed to invest in CLOs managed by ZAIS Group (“ZAIS CLOs”) in a manner compliant with the above rules. 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. 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). Structure ZAIS Group owned 51% of Zephyr A-6 a “majority-owned affiliate” (as such term is defined in the Dodd-Frank Act), at December 31, 2016. On October 12, 2017 (the “Restructuring Date”), ZAIS Group and the non-ZAIS partner in Zephyr A-6 entered into an Agreement of Purchase and Sale whereby the non-ZAIS partner purchased a portion of ZAIS Group’s interest in Zephyr A-6, including a portion of its unfunded capital commitments. Pursuant to the terms of the restructuring, an estimated purchase price for the interest purchased was calculated based on the net asset value as of June 30, 2017 and the final purchase price was determined based on the net asset value as of the day prior to the Restructuring Date. An estimated purchase price of approximately $ 24.1 0.9 In connection with the restructuring of Zephyr A-6, the limited partners of Zephyr A-6 also amended the limited partnership agreement. As of As of the Ownership Interest: ZAIS Group 51.00 % 13.33 % Non-ZAIS Partner 49.00 % 86.67 % Capital Commitments: ZAIS Group $ 51.0 million $ 20.0 million Non-ZAIS Partner $ 49.0 million $ 130.0 million Capital Commitments funded: ZAIS Group $ 26.6 million $ 7.0 million Non-ZAIS Partner $ 25.6 million $ 45.2 million Remaining Capital Commitments to be funded: ZAIS Group $ 24.4 million $ 13.0 million Non-ZAIS Partner $ 23.4 million $ 84.8 million ZAIS Non- Total (Dollars in thousands) Unfunded capital commitments as of the Restructuring Date $ 13,047 $ 84,802 $ 97,849 Capital contributions 1,333 8,667 10,000 Unfunded capital commitments as of December 31, 2017 $ 11,714 $ 76,135 $ 87,849 Pursuant to the terms of the limited partnership agreement of Zephyr A-6, a portion of the senior fees and all of the subordinate fees and the incentive fees paid to ZAIS Group by the ZAIS CLOs in which Zephyr A-6 invests are subsequently paid to Zephyr A-6 by ZAIS Group (the “Rebated Fees”) and allocated among the limited partners of Zephyr A-6 pro rata based on their percentage interests in Zephyr A-6. The senior fees which will be paid to Zephyr A-6 by the Company are as follows: Prior to Subsequent to Senior Fee In excess of 0.15% In excess of 0.20% The Company has determined that Zephyr A-6 is a VIE and that ZAIS Group is the primary beneficiary of Zephyr A-6 at December 31, 2017 and December 31, 2016 and for the years then ended. Therefore ZAIS Group consolidates Zephyr A-6 in its consolidated financial statements at December 31, 2017 and December 31, 2016 and for the years then ended. ZAIS Group is the primary beneficiary because it is deemed to have (i) the power to direct activities of Zephyr A-6 that most significantly impacts its economic performance and (ii) the obligation to absorb losses of Zephyr A-6 and the right to receive benefits from Zephyr A-6 that could potentially be significant to Zephyr A-6. Master Repurchase Agreement On October 16, 2017, Zephyr A-6 entered into a master repurchase agreement with a single counterparty for a maximum of $ 200.0 459,434 7,002 As of December 31, 2017, the available funding under the Master Repurchase Agreement is approximately $ 154.1 Remaining Amount (Dollars in Collateralized Loan Obligations (1) Senior debt tranches $ 34,431 Mezzanine debt tranches 11,512 Total $ 45,943 (1) Maturities are set to match the maturities of the underlying collateral and are greater than one year. The fair value of the securities pledged under the Master Repurchase Agreement was approximately $ 46.1 As a result of entering into the Master Repurchase Agreement close to year-end and the short term nature of these borrowings at variable interest rates, the carrying amount approximates fair value (if fair valued, then the carrying amount would be classified as level 2 in the fair value measurement hierarchy described above). Zephyr A-6 pays interest to the counterparties at a rate based on the weighted average interest rate of the underlying securities that have been pledged as collateral plus a spread of 0.50 299,335 Consolidated Statements of Financial Condition Gross amounts not offset in the Gross Gross Net amount Description assets of Financial of Financial Financial Cash Net Master Repurchase Agreement $ (45,943) $ $ (45,943) $ 45,943 $ $ (a) The sum of the financial instruments and cash collateral not offset on the Consolidated Statements of Financial Condition Investment Activity As of December 31, 2017 and December 31, 2016 and for the years then ended, all of Zephyr A-6’s investments consisted of ZAIS CLOs. The ZAIS CLOs invest primarily in first lien, senior secured loans. Economic Interest at the CLO Warehouse Pricing Closing CLO Senior Subordinate Weighted ZAIS CLO 5 October 1, 2015 September 23, 2016 October 26, 2016 October 2028 2.1 % 31.8 % 5.0 % ZAIS CLO 6 November 18, 2016 May 3, 2017 June 1, 2017 July 2029 5.0 % 5.0 % 5.0 % ZAIS CLO 7 June 12, 2017 September 11, 2017 October 19, 2017 April 2030 7.0 % 5.0 % 6.8 % ZAIS CLO 8 October 16, 2017 February 6, 2018 March 8, 2018 April 2029 5.1 % 5.0 % 5.1 % The Company determined that ZAIS CLO 5 was a VIE and that it was the primary beneficiary of ZAIS CLO 5 based on (i) its ability to impact the activities which most significantly impact ZAIS CLO 5’s economic performance as collateral manager and (ii) Zephyr A-6’s significant investment in the subordinated notes of ZAIS CLO 5. Therefore, the Company initially consolidated ZAIS CLO 5 in its financial statements on the ZAIS CLO 5 closing date. 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 On August 10, 2017 Zephyr A-6 sold all of its remaining interests in ZAIS CLO 5, to an unrelated party, for a sales price of approximately $ 12.1 0.2 The Company consolidated ZAIS CLO 5 in its financial statements for the period from October 26, 2016 through August 10, 2017. The Company determined that ZAIS CLO 6 and ZAIS CLO 7 are VIEs and that it is not the primary beneficiary of these ZAIS CLOs based on Zephyr A-6’s minimal investment in the subordinated notes of these ZAIS CLOs and the fee arrangement not constituting a variable interest. Therefore, the Company was not required to consolidate these ZAIS CLOs in its financial statements as of December 31, 2017. Warehouse Periods Zephyr A-6 contributed the following amounts to the following ZAIS CLOs during their warehouse periods: Year Ended 2017 2016 (Dollars in thousands) ZAIS CLO 5 $ $ 10,000 ZAIS CLO 6 30,000 15,000 ZAIS CLO 7 38,700 ZAIS CLO 8 50,000 Total $ 118,700 $ 25,000 During the warehouse periods, the ZAIS CLOs finance the majority of their loan purchases using their warehouse facilities. 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. Consolidated VIEs At December 31, 2017 the Consolidated Funds consist of only Zephyr A-6. At December 31, 2016, the Consolidated Funds consist of Zephyr A-6 and ZAIS CLO 5. All of the assets and liabilities of the Consolidated Funds are presented separately in the Consolidated Statements of Financial Condition. 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. Net gain (loss) of Consolidated Funds’ Investments Year Ended 2017 2016 (Dollars in thousands) Distributions of income and gains during the warehouse period upon closing of ZAIS CLOs $ 4,685 $ 8,806 Net Change in unrealized gain or loss and net realized gains 1,102 (473) Total Net gain (loss) of Consolidated Funds’ investments $ 5,787 $ 8,333 Notes Payable of Consolidated CLO, at fair value Notes payable of ZAIS CLO 5, a consolidated CLO as of December 31, 2016, were collateralized by the assets held by ZAIS CLO 5. The Company did not consolidate ZAIS CLO 5 at December 31, 2017 as a result of Zephyr A-6 selling all of its interest in ZAIS CLO 5 in August 2017. Therefore, there are no notes payable of consolidated CLOs at December 31, 2017. The Company has elected to carry these notes at fair value in its Consolidated Statements of Financial Condition. The Company measured the fair value of the notes payable using the Measurement Alternative as described in Note 2 “Basis of Presentation and Summary of Significant Accounting Policies”. 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 Unconsolidated VIEs At December 31, 2017 and December 31, 2016, the Company’s unconsolidated VIEs consist of the Company’s investments in certain ZAIS Managed Entities as well as the Consolidated Fund’s investments in certain ZAIS CLOs. The assets recognized in the Company’s Consolidated Statements of Financial Condition for unconsolidated VIEs in which the Company has a variable interest and the Company’s maximum exposure to loss from these entities are as follows: Financial Statement Line Item December 31, December 31, (Dollars in thousands) Income and fees receivable $ 1,082 $ 380 Investments in affiliates, at fair value 5,150 272 Due from related parties 24 27 Assets of Consolidated Variable Interest Entities: Investments, at fair value 114,911 15,036 Maximum exposure to loss $ 121,167 $ 15,715 Such amounts are included in the Consolidated Statements of Financial Condition. ZAIS Group has a minimal direct ownership 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. |
Management Fee Income and Incen
Management Fee Income and Incentive Income | 12 Months Ended |
Dec. 31, 2017 | |
Management Fee Income and Incentive Income [Abstract] | |
Management Fee Income and Incentive Income [Text Block] | 6. Management Fee Income and Incentive Income The Company’s management fee income and incentive income are as follows: Management Fee Income ZAIS Group earns management fees from the funds and accounts it manages and 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 fees are generally collected on a monthly or quarterly basis. Management fee income earned for ZAIS CLOs are generally based on the par value of the collateral and cash held in the CLOs. Additionally, subordinated management fees may be earned from the ZAIS 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 million in October 2016. Such amount is included in Management fee income in the Consolidated Statements of Comprehensive Income (Loss) for the year ended December 31, 2016. Incentive Income 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, generally, 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,” i.e., 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 income to ZAIS Group. For CLOs, incentive income is earned based on a percentage of cumulative profits, subject to the return of contributed capital, payment of subordinate management fees (if any) and a preferred inception to date return as specified in the respective CLOs’ collateral management agreements. The advisory agreement between ZAIS REIT Management and ZFC REIT did not provide for incentive fees. Year Ended December 31, 2017 ( Dollars in thousands ) Fee Range Gross Amount Elimination Net Amount Management Fee Income (1) (4) Funds and accounts 0.50% - 1.25% $ 10,803 $ $ 10,803 CLOs 0.15% - 0.50% 5,496 (507 ) 4,989 Total $ 16,299 $ (507) $ 15,792 Incentive Income (1) (2) (4) Funds and accounts 10% - 20% $ 11,441 $ $ 11,441 CLOs 20% 132 132 Total $ 11,573 $ $ 11,573 Year Ended December 31, 2016 ( Dollars in thousands ) Fee Range Gross Amount Elimination Net Amount Management Fee Income (1) (4) Funds and accounts 0.50% - 1.25% $ 10,004 $ (256 ) $ 9,748 CLOs 0.15% - 0.50% 1,762 1,762 ZFC REIT (3) 1.50% 10,505 10,505 Total $ 22,271 $ (256 ) $ 22,015 Incentive Income (1) (2) (4) Funds and accounts 10% - 20% $ 9,294 $ $ 9,294 CLOs 20% 52 52 Total $ 9,346 $ $ 9,346 (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. (4) ZAIS Group does not earn management fee income on two ZAIS Managed Entities in which it had made investments that carry first loss risk. ZAIS Group receives distributions of its pro rata share of the gains and losses related to its investments in these ZAIS Managed Entities and incentive income equal to 50% of the net investment gains for the management of these ZAIS Managed Entities. Management fee income and incentive income which was accrued, but not received is as follows: At December 31, 2017 2016 (Dollars in thousands) Management fee income $ 2,837 $ 1,284 Incentive income 6,026 7,521 Total $ 8,863 $ 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 related to the management fee income or incentive income for the years ended December 31, 2017 and December 31, 2016. The Company believes all income and fees receivable balances are deemed to be fully collectible. Fee Rebates 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): Year Ended December 31, 2017 ( Dollars in thousands ) Gross Elimination Net Rebated Fees $ 1,092 $ (1,092 ) $ Total $ 1,092 $ (1,092 ) $ As a result of its ownership interest in Zephyr A-6, ZAIS Group is allocated a portion of the Rebated Fees. The fee rebate income and related expense are eliminated in consolidation. The amounts allocable to the non-ZAIS partner of Zephyr A-6 are included in Non-controlling interest in Consolidated Funds in the Consolidated Statements of Comprehensive Income (Loss). There were no Rebated Fees for the year ended December 31, 2016. Fees Payable Fees payable represents a fee credit due to an investor in one of the ZAIS Managed Entities for the fees charged to that investor on their investment balance in another ZAIS Managed Entity. The following credits are recorded as a direct reduction to Management fee income and Incentive income in the Consolidated Statements of Comprehensive Income (Loss): Year Ended December 31, 2017 2016 (Dollars in thousands) Management fee income credit $ 248 $ 215 Incentive income credit 2,050 2,328 Total $ 2,298 $ 2,543 Revenue Concentration Year Ended December 31, Investors 2017 2016 Non-CLO ZAIS Managed Entities: - Top Two 51.8 % 30.1 % - Top Ten 69.6 % 42.5 % ZAIS CLOs 18.3 % 6.2 % |
Notes Payable
Notes Payable | 12 Months Ended |
Dec. 31, 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. Year Ended December 31, 2017 2016 (Dollars in thousands) $ 3 $ 9 |
Compensation
Compensation | 12 Months Ended |
Dec. 31, 2017 | |
Share-based Compensation [Abstract] | |
Disclosure of Compensation Related Costs, Share-based Payments [Text Block] | 8. Compensation Year Ended December 31, 2017 2016 (Dollars in thousands) Salaries $ 9,307 $ 10,727 Bonus 11,769 13,665 Commissions 3 Severance 72 995 Equity-Based Compensation 1,307 4,089 Payroll taxes and benefits 1,568 1,901 Total $ 24,023 $ 31,380 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, if applicable. On May 9, 2017, the Board of Directors approved an amendment to the charter of the Compensation Committee of the Board of Directors of the Company (the “Compensation Committee”) 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. Year Ending December 31, (Dollars in 2018 $ 9,647 2019 1,360 2020 1,360 2021 903 Total $ 13,270 At December 31, 2017, there are no future payments due subsequent to February 2021. The amount to be paid during 2018 in the table above includes approximately $ 9.2 0.4 Retention Payment Plan On March 29, 2016, the Compensation Committee 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 Amounts incurred under the Retention Payment Plan are included in “Bonus” in the table above. There were no amounts payable under the Retention Payment Plan at December 31, 2017 or December 31, 2016. Other On March 1, 2016, the Compensation Committee approved a retention payment of $ 900,000 Pursuant to the Legal Advisor Agreement (see Note 12 “Commitments and Contingencies”), Mr. Steinberg received a payment of $ 450,000 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 was approved by the Compensation Committee, Mr. Szymanski received a cash retention payment of $ 500,000 500,000 500,000 1.5 1.0 500,000 On November 20, 2017, Gregory Barrett entered into a Separation and Release Agreement (the “Barrett Release Agreement”) with ZAIS Group. Pursuant to the Barrett Release Agreement, Mr. Barrett resigned as the Company’s Head of Business Development and Client Relations effective immediately. Under the Barrett Release Agreement, Mr. Barrett remained an employee of ZAIS Group and continued to receive his base salary and benefits through December 31, 2017. Additionally, in lieu of any amounts otherwise due to him, Mr. Barrett received a payment of $500,000 on December 31, 2017. For the year ended December 31, 2017, the amount paid is included in Compensation and benefits in the Consolidated Statements of Comprehensive Income (Loss). Points ZAIS Group had entered into agreements in previous years 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 years ended December 31, 2017 or December 31, 2016. Equity-Based Compensation Class B-0 Units ZGP authorized 1,600,000 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 vesting periods and adjusted on a cumulative basis for changes in estimated forfeitures at each reporting date. The grant date fair value of these B-0 Units is based on the market value of the Company’s shares on the grant date. On December 1, 2016, the Board of Directors authorized ZGP to offer the 28 either (a) 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 accepted 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 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 Class 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 . 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, 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 adjustments 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. 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 ZAIS Group paid the Cash Amount of approximately $ 256,000 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 following table presents the Class B-0 Units’ activity: Years Ended December 31, 2017 2016 Number of Weighted Number of Weighted Balance at beginning of year $ 1,337,486 $ 9.67 Granted 100,000 6.34 Forfeited (404,253) 9.59 Cancelled pursuant to the Proposal (1,033,233) 9.37 Balance at end of year $ $ Year Ended December 31, 2017 2016 (Dollars in thousands) $ 1,059 $ 3,964 December 31, 2017 2016 % 31 % The expense relating to the Class B-0 Units, including those cancelled in consideration of the issuance of RSUs, is included in Compensation and benefits in the Consolidated Statements of Comprehensive Income (Loss). RSUs Non-employee directors of ZAIS receive RSUs pursuant to the 2015 Stock Plan as a component of their annual 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, 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 grant date fair value of these RSUs is based on the market value of the Company’s shares on the grant date. RSU Grant Date Number of Fair Value per RSU Vesting Date April 30, 2015 10,000 $ 9.85 April 21, 2016 April 30, 2015 20,000 $ 9.85 April 30, 2016 April 21, 2016 30,942 $ 3.22 April 21, 2017 November 1, 2016 74,331 $ 1.73 November 1, 2017 May 9, 2017 63,219 $ 2.19 May 9, 2018 November 7, 2017 40,464 $ 3.67 November 7, 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 The following table presents the RSU activity: Year Ended December 31, 2017 2016 Number of Weighted Number of Weighted Balance at beginning of year: 1,004,947 $ 8.60 30,000 $ 9.85 Grants during the year to: Non-employee directors 103,683 2.77 105,273 2.37 In consideration for cancellation of B-0 units pursuant to the Proposal 899,674 9.33 Total - Granted 103,683 2.77 1,004,947 8.60 Vested (1,004,947) 8.58 (30,000) 9.85 Balance at end of year 103,683 2.77 1,004,947 8.60 Year Ended December 31, 2017 2016 (Dollars in thousands) $ 248 $ 125 Grant Date Number of Remaining Remaining (in thousands) (in years) May 9, 2017 63,219 $ 49 0.35 November 7, 2017 40,464 127 0.85 Total 103,683 $ 176 The expense relating to these RSUs is included in Compensation and benefits in the Consolidated Statements of Comprehensive Income (Loss). |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 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 income taxes. Accordingly, the Company’s consolidated financial statements include U.S. federal, state and local income taxes on ZAIS’s allocable share of the consolidated results of operations, as well as taxes payable to jurisdictions outside the U.S related to the foreign subsidiaries. On December 22, 2017, new tax reform legislation became effective for January 1, 2018. The new legislation that, among other things, reduced the corporate tax rate from a graduated set of rates with a maximum 35 21 Under U.S. GAAP, changes in tax rates and tax law are accounted for in the period of enactment and the enactment date for U.S. GAAP is the date the new bill is signed into law. Deferred tax assets and liabilities are measured at the enacted tax rate expected to apply when temporary differences are to be realized or settled. Thus, at the date of enactment, ZAIS measured its deferred tax balances based upon the new 21% tax rate and re-assessed its valuation allowance due to tax reform to continuing operations in the tax provision. The tax rate change resulted in a decrease in deferred tax asset balance and corresponding valuation allowance of approximately $ 2.0 Year Ended December 31, (Dollars in thousands) 2017 2016 Current provision: Federal $ $ State and local Foreign 22 (5) Total current (benefit) expense 22 (5) Deferred provision: Federal State and local Foreign Total deferred (benefit) expense Total income tax (benefit) expense $ 22 $ (5) December 31, 2017 2016 (Dollars in thousands) Income tax (benefit) expense at the US federal statutory income tax rate $ (408) $ (1,288) State and local income tax, net of federal benefit (249) (290) Foreign Tax 22 (5 Effect of permanent differences 275 6 Income attributable to non-controlling interests in Consolidated Funds not subject to tax (1,854) (1,192) Income attributable to non-controlling interests in ZGP not subject to tax 754 724 Equity compensation shortfall adjustment 1,903 56 Remeasurement of deferred tax balances due to rate change 2,012 42 Provision to return adjustment 1 54 Valuation Allowance (2,434) 1,888 Total $ 22 $ (5) The Company’s effective tax for the years presented above includes a benefit attributable to the fact that the Company’s subsidiaries operate as limited liability companies and limited partnerships which are treated as pass-through entities for U.S. federal and state income tax purposes. Accordingly, the Company’s consolidated financial statements include U.S. federal, state and local income taxes on the Company’s allocable share of the consolidated results of operations. The tax liability or benefit related to the partnership income or loss not allocable to the Company rests with the equity holders owning such non-controlling interests in ZAIS subsidiaries. The effective tax for the year is also impacted by a shortfall adjustment related to equity compensation that vested during the year. Finally, as discussed above, the Company re-measured its deferred tax balances based upon the new 21% tax rate the impact of which was fully offset by a full valuation allowance. Due to the full valuation allowance, the net effective tax represents the taxes accrued related to the Company’s operations in jurisdictions outside the U.S. Deferred income taxes are provided for the effects of temporary differences between the tax basis of an asset or liability and are reported in the accompanying Consolidated Statements of Financial Condition. 34 Year Ended December 31 (Dollars in thousands) 2017 2016 Deferred tax assets: Net operating losses $ 3,473 $ 3,104 Equity compensation 13 2,277 Start-up costs 378 591 Unrealized loss on investments and other temporary differences 658 984 Total deferred tax assets 4,522 6,956 Valuation allowance (4,522) (6,956) Total deferred tax assets (net of valuation allowance) Deferred tax liabilities: Unrealized gain on investments and other temporary differences Total deferred tax liabilities Total net deferred tax assets (liabilities) $ $ The Company’s net deferred tax assets relate to net operating losses and other temporary differences related to the Company’s allocable share of the consolidated results of operations as well as the Company’s net operating losses and development stage start-up expenses incurred during the period from its inception and prior to the closing of the Business Combination with ZGP. The Company has established a full valuation allowance on the deferred tax asset as of December 31, 2017 and December 31, 2016. (Dollars in 2032 $ 1 2033 83 2034 122 2035 5,990 2036 1,703 2037 4,773 Total $ 12,672 As of each reporting date, management considers new evidence, both positive and negative, that could affect its view of the future realization of deferred tax assets. As of December 31, 2017, the Company has determined that the current management business forecasts do not support the realization of net deferred tax assets recorded for the Company. The Company has reported a net book loss for the year ended December 31, 2017 and it is anticipated that expenses will exceed revenues in 2018. While the Company continues to work to grow its AUM, explore business development opportunities, and intends to pursue various initiatives with potential to alter the operating loss trend, there is no specific plan that has been implemented at this point in time that will alter the negative earnings trend. Accordingly, management believes that it is not more likely than not that the Company’s deferred tax asset will be realized, and the Company has established a full valuation allowance against the deferred tax asset as of December 31, 2017. The Company intends to continue maintaining a full valuation allowance on its deferred tax assets until there is sufficient evidence to support the reversal of all or some portion of the allowance. The Company’s primary jurisdictions in which it and its subsidiaries operate are the United States, New Jersey, New York, California and the United Kingdom. In the normal course of business, the Company is subject to examination by federal and certain state, local and foreign tax authorities. With a few exceptions, as of December 31, 2017, the Company’s U.S. federal, state, local and foreign income tax returns for the years 2014 through 2017 are open under the general statute of limitations provisions and therefore subject to examination. Currently, the Company is not under examination of any tax authorities. The Company does not believe it has any significant uncertain tax positions. Accordingly, the Company did not record any adjustments or recognize interest expense for uncertain tax positions for the years ended December 31, 2017 and 2016, respectively. In the future, if uncertain tax positions arise, interest and penalties will be accrued and included in the Income tax (benefit) expense on the Consolidated Statements of Comprehensive Income (Loss). In connection with the Business Combination and pursuant to the Exchange Agreement by and among the Company, ZGP, the Company Unitholders and Christian M. Zugel, as trustee of the ZGH Class B Voting Trust (the "Exchange Agreement"), holders of Class A Units and any vested ZGP Class B Units (collectively, the "Units") (other than the Company) may, subject to certain conditions and transfer restrictions, exchange their Units for Class A Common Stock or cash or a combination of stock and cash at the election of ZAIS. These exchanges may result in increases in the Company’s allocable share of the tax basis of the tangible and intangible assets of ZGP. These increases in tax basis may increase (for tax purposes) depreciation and amortization deductions and therefore reduce the amount of income or franchise tax that the Company would otherwise be required to pay in the future. In connection with the Business Combination, the Company also entered into the Tax Receivable Agreement (the "Tax Receivable Agreement"), which provides for payment by the Company to exchanging holders of Units of 85% of income or franchise tax benefits, if any, that the Company realizes as a result of these increases in tax basis and of certain other tax benefits related to entering into the Tax Receivable Agreement, including income or franchise tax benefits attributable to payments under the Tax Receivable Agreement. This payment obligation is an obligation of the Company and not of ZGP. As of December 31, 2017 there have been no exchanges of Units into Class A common stock and the Company has not recorded a deferred tax asset for the future amortization of tax basis of the tangible and intangible assets of ZGP. Accordingly, the Company has not recorded a related tax receivable agreement liability in due to related parties in the consolidated statements of financial condition for the expected payments under the Tax Receivable Agreement. |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2017 | |
Related Party Transactions [Abstract] | |
Related Party Transactions Disclosure [Text Block] | 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 - “Investments in Affiliates” and Note 5 “Variable Interest Entities and Voting Interest Entities”. At December 31, 2017 2016 (Dollars in thousands) $ 12,610 (1) $ 21,713 (1) 4.3 5.5 Additionally, certain ZAIS Managed Entities, with existing fee arrangements, have investments representing (i) 100% of the equity tranche of ZAIS CLO 2, Limited (“ZAIS CLO 2”) at December 31, 2017 and December 31, 2016 and for the years then ended and (ii) ZAIS CLO 1, Limited (“ZAIS CLO 1”) for the period from January 1, 2017 through June 7, 2017 and at December 31, 2016 and for the year ended December 31, 2016. Therefore, ZAIS Group did not earn management fees or incentive fees from these 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. At December 31, 2017 2016 (Dollars in thousands) $ 296,413 $ 560,272 The amounts due from the ZAIS Managed Entities for Research Costs and Other Direct Costs are as follows: December 31, December 31, (Dollars in thousands) Research Costs $ 464 $ 581 Other Direct Costs 334 117 Total $ 798 $ 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 ending 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 Year Ended December 31, 2017 2016 (Dollars in thousands) $ 105 $ 500 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 December 31, 2017 or December 31, 2016. ZAIS Group had agreed to use certain statistical data generated by RQSI, Ltd. models. ZAIS Group had used this information for trading futures on behalf of the ZAIS Managed Entities through August 2017. 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 approximately $ 5,300 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 approximately $ 96,000 Year Ended December 31, 2017 2016 (Dollars in thousands) $ 96 $ 101 The expense is included in General, administrative and other expenses in the Consolidated Statements of Comprehensive Income (Loss). At December 31, 2017 2016 (Dollars in thousands) $ 17 $ 16 Such amounts are included in Other liabilities in the Consolidated Statements of Financial Condition. |
Property and Equipment
Property and Equipment | 12 Months Ended |
Dec. 31, 2017 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant and Equipment Disclosure [Text Block] | 11. Property and Equipment At December 31, 2017 2016 (Dollars in thousands) Office equipment $ 3,277 $ 3,098 Leasehold improvements 606 684 Furniture and fixtures 573 572 Software 412 409 4,868 4,763 Less accumulated depreciation and amortization (4,590) (4,489) Total $ 278 $ 274 |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 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 was to 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 Year Ended December 31, 2017 2016 (Dollars in thousands) $ 154 $ 181 The expense is included in General, administrative and other expenses in the Consolidated Statements of Comprehensive Income (Loss). 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, 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: Year Ended December 31, 2017 2016 (Dollars in thousands) $ 992 $ Such amounts (excluding the February 2017 Payment) are included in General, administrative and other in the Consolidated Statements of Comprehensive Income (Loss). The February 2017 Payment is included in Compensation and benefits in the Consolidated Statements of Comprehensive Income (Loss). Engagement Agreement with Houlihan Lokey Capital, Inc. On September 27, 2017, the Company and the Special Committee of the Board of Directors entered into an investment banking engagement agreement (the “Investment Banking Agreement”) with Houlihan Lokey, Inc. (“Houlihan Lokey”) pursuant to which the Special Committee of the Board of Directors retained Houlihan Lokey as its financial adviser in connection with a potential transaction between the Company and Z Acquisition. Pursuant to the Investment Banking Agreement, Houlihan Lokey is entitled to an aggregate fee of $ 800,000 250,000 350,000 200,000 The Houlihan Lokey Retainer Payment is included in General, administrative and other in the Consolidated Statements of Comprehensive Income (Loss). Capital Commitments At December 31, 2017 and December 31, 2016, the Company has committed $ 20.0 51.0 December 31, December 31, (Dollars in thousands) $ 8,287 $ 20,477 On the Restructuring Date, ZAIS Group and the non-ZAIS partner in Zephyr A-6 entered into an Agreement of Purchase and Sale whereby the non-ZAIS partner purchased a portion of ZAIS Group’s interest in Zephyr A-6, including a portion of its unfunded capital commitments (see Note 5 “Variable Interest Entities and Voting Interest Entities”). 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. New Jersey 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 On June 9, 2017, ZAIS Group extended its existing lease agreement for its office space in New Jersey until July 2018. On August 31, 2017, ZAIS Group executed a lease for new office space in Holmdel, New Jersey (the “New Lease”). Rent will commence upon the day which the landlord delivers possession of the space to the Company and has an 84 London 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 license alternative office space in London. The license for the alternative office space commenced on September 11, 2017 and may be terminated on each anniversary of the commencement date thereafter subject to the provision of at least three 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). Year Ended December 31, 2017 2016 (Dollars in thousands) $ 844 $ 1,006 Period (Dollars in Year Ending December 31, 2018 $ 472 2019 327 2020 399 2021 406 2022 412 Thereafter 951 Total $ 2,967 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. The Company has received a claim for indemnification from R. Bruce Cameron, a former director of the Company, in connection with a complaint that was filed by Parsifal Partners B, LP against Mr. Zugel, Michael Szymanski, R. Bruce Cameron, the Company and Berkshire Capital Securities LLC. Year Ended December 31, 2017 2016 (Dollars in thousands) $ 203 $ Such amounts are included in General, administrative and other expenses in the Consolidated Statements of Comprehensive Income (Loss). Gain Contingencies In 2016 the Company received notification from one of its insurance providers that its claim for reimbursement of certain legal and other costs relating to a formal regulatory inquiry had been approved. The Company had paid approximately $0.06 million during the year ended December 31, 2017 and $0.33 million during the year ended December 31, 2016 for legal and other costs incurred in excess of its insurance deductible. The cumulative insurance reimbursements that the Company has received through December 31, 2017 and December 31, 2016 were approximately $ 1.0 0.9 There were no amounts due from the insurance provider for reimbursement at December 31, 2017. At December 31, 2016, the remaining amount submitted to the insurance provider for reimbursement was approximately $ 0.02 |
Segment Reporting
Segment Reporting | 12 Months Ended |
Dec. 31, 2017 | |
Segment Reporting [Abstract] | |
Segment Reporting Disclosure [Text Block] | 13. 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. |
Stockholders' Equity
Stockholders' Equity | 12 Months Ended |
Dec. 31, 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 Year Ended December 31, 2017 2016 654,196 30,000 2015 Stock Plan Total shares which may be issued pursuant to the plan 2,080,637 Total shares issued through December 31, 2017 684,196 Total shares available for issuance at December 31, 2017 1,396,441 Class B Common Stock The Company is authorized to issue 20,000,000 0.000001 At December 31, 2017 and December 31, 2016, 20,000,000 Class A Units At December 31, 2017 and December 31, 2016, ZAIS’s ownership of the Class A Units was 67.5 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 654,196 30,000 Class B Units ZGP may issue up to 6,800,000 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 during the year ended December 31, 2017 or December 31, 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. Both were subject to vesting requirements. When the RSUs issued in substitution for the Class B-0 Units vested on March 17, 2017, the Company issued 548,923 |
Earnings Per Share
Earnings Per Share | 12 Months Ended |
Dec. 31, 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. Year Ended December 31, 2017 2016 (Dollars in thousands, except Numerator: Consolidated Net Income (Loss), attributable to ZAIS Group Holdings, Inc. Class A common stockholders (Basic) $ (4,449) $ (5,160) Effect of dilutive securities: Consolidated Net Income (Loss), attributable to non-controlling interests in ZGP (2,223) (2,129) Less: Consolidated Net (Income) Loss, attributable to ZAIS REIT Management Class B interests (1) (477) Income tax (benefit) expense (2) Consolidated Net Income (Loss), attributable to stockholders, after effect of dilutive securities $ (6,672) $ (7,766) Denominator: Weighted average number of shares of Class A Common Stock 14,369,295 13,891,245 Effect of dilutive securities: Weighted average number of Class A Units (4) 7,000,000 7,000,000 Dilutive number of Class B-0 Units and RSUs (3) Diluted weighted average shares outstanding 21,369,295 20,891,245 Consolidated Net Income (Loss), per Class A common share Basic $ (0.31) $ (0.37) Consolidated Net Income (Loss), per Class A common share Diluted $ (0.31) $ (0.37) (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 (54.88)% and 36.56 (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 | 12 Months Ended |
Dec. 31, 2017 | |
Statement of Financial Position [Abstract] | |
Consolidated Funds on the Company’s Financial Position [Text Block] | 16. Supplemental Financial Information (Unaudited) December 31, 2017 ZAIS Consolidated Consolidating Consolidated ( Dollars in thousands ) Assets Cash and cash equivalents $ 41,619 $ $ $ 41,619 Income and fees receivable 8,863 8,863 Investments in affiliates, at fair value 20,669 (10,518) 10,151 Due from related parties 798 798 Property and equipment, net 278 278 Prepaid expenses 967 967 Other assets 359 359 Assets of Consolidated Variable Interest Entities Cash and cash equivalents 8,975 8,975 Investments, at fair value 114,911 114,911 Other assets 1,353 (385) 968 Total Assets $ 73,553 $ 125,239 $ (10,903) $ 187,889 Liabilities and Equity Liabilities Compensation payable $ 9,222 $ $ $ 9,222 Due to related parties 31 31 Fees payable 2,556 (385) 2,171 Other liabilities 1,285 1,285 Liabilities of Consolidated Variable Interest Entities Repurchase Agreements 45,943 45,943 Other liabilities 415 415 Total Liabilities 13,094 46,358 (385) 59,067 Commitments and Contingencies (Note 12) Equity Preferred Stock Class A Common Stock 1 1 Class B Common Stock Additional paid-in-capital 64,365 64,365 Retained earnings (Accumulated deficit) (23,414) (23,414) Accumulated other comprehensive income (loss) (61) (61) Total stockholders’ equity, ZAIS Group Holdings, Inc. 40,891 40,891 Non-controlling interests in ZAIS Group Parent, LLC 19,568 19,568 Non-controlling interests in Consolidated Funds 78,881 (10,518) 68,363 Total Equity 60,459 78,881 (10,518) 128,822 Total Liabilities and Equity $ 73,553 $ 125,239 $ (10,903) $ 187,889 December 31, 2016 ZAIS Consolidated Consolidating 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 Variable Interest Entities 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 Variable Interest Entities Notes payable of consolidated CLO, at fair value 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 Year Ended ZAIS Consolidated Consolidating Consolidated ( Dollars in thousands ) Revenues Management fee income $ 16,299 $ $ (507) $ 15,792 Incentive income 11,573 11,573 Reimbursement revenue 1,631 1,631 Other revenues 324 324 Income of Consolidated Funds 7,801 (6,285) 1,516 Total Revenues 29,827 7,801 (6,792) 30,836 Expenses Compensation and benefits 24,023 24,023 General, administrative and other 16,392 (1,092) 15,300 Depreciation and amortization 230 230 Expenses of Consolidated Funds 734 734 Total Expenses 40,645 734 (1,092) 40,287 Other Income (loss) Net gain (loss) on investments in affiliates 4,058 (3,821) 237 Other income (expense) 110 110 Net gain (loss) of Consolidated Funds’ investments 2,204 3,583 5,787 Net gain (loss) on beneficial interest of consolidated collateralized financing entity 2,118 2,118 Total Other Income (Loss) 4,168 2,204 1,880 8,252 Income (loss) before income taxes (6,650) 9,271 (3,820) (1,199) Income tax (benefit) expense 22 22 Consolidated net income (loss) (6,672) 9,271 (3,820) (1,221) Other Comprehensive Income (Loss), net of tax Foreign currency translation adjustment 14 14 Total Comprehensive Income (Loss) $ (6,658) $ 9,271 $ (3,820) $ (1,207) Year Ended ZAIS Consolidated Consolidating Consolidated ( Dollars in thousands ) Revenues Management fee income $ 22,271 $ $ (256) $ 22,015 Incentive income 9,346 9,346 Other revenues 316 316 Total Revenues 31,933 (256) 31,677 Expenses Compensation and benefits 31,380 31,380 General, administrative and other 12,263 12,263 Depreciation and amortization 267 267 Expenses of Consolidated Funds 338 (256) 82 Total Expenses 43,910 338 (256) 43,992 Other Income (loss) Net gain (loss) on investments in affiliates 3,921 (3,648) 273 Other income (expense) 762 762 Net gain (loss) of Consolidated Funds’ investments 7,491 842 8,333 Net gain (loss) on beneficial interest of consolidated collateralized financing entity (842) (842) Total Other Income (Loss) 4,683 7,491 (3,648) 8,526 Income (loss) before income taxes (7,294) 7,153 (3,648) (3,789) Income tax (benefit) expense (5) (5) Consolidated net income (loss) (7,289) 7,153 (3,648) (3,784) Other Comprehensive Income (Loss), net of tax Foreign currency translation adjustment (343) (343) Total Comprehensive Income (Loss) $ (7,632) $ 7,153 $ (3,648) $ (4,127) |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2017 | |
Subsequent Events [Abstract] | |
Subsequent Events [Text Block] | 17. Subsequent Events General On January 5, 2018, the Company announced that Michael Szymanski had tendered his resignation as Chief Executive Officer, President and a Director of the Company and that the Company’s Board of Directors had elected Daniel Curry to succeed Mr. Szymanski in these positions. Mr. Szymanski’s resignation was effective as of the close of business on January 5, 2018 and the election of Mr. Curry was effective as of January 8, 2018. In connection with his resignation, Mr. Szymanski entered into the Szymanski Release Agreement with ZAIS Group (see Note 8 “Compensation”). Additionally, on January 4, 2018, the Company entered into a Consulting Agreement with Mr. Szymanski wherein, effective on January 6, 2018, Mr. Szymanski would commence providing consulting services to the Company and ZAIS Group through February 28, 2018 for a monthly consulting fee equal to $ 50,000 On January 11, 2018, the Company entered into the Merger Agreement providing for the Merger. At the effective time of the Merger, shares of Class A Common Stock, other than shares held by Mr. Zugel, affiliates of Mr. Zugel, and certain other shareholders, and RSUs held by the Company’s independent directors will be converted into the right to receive $ 4.10 6,500,000 4.10 On January 25, 2018, the Company paid Houlihan Lokey $ 350,000 Zephyr A-6 Capital Contributions ZAIS Non- Total (Dollars in thousands) Unfunded capital commitments as of December 31, 2017 $ 11,714 $ 76,135 $ 87,849 Capital contributions 2,667 17,333 20,000 Unfunded capital commitments as of March 19, 2018 $ 9,047 $ 58,802 $ 67,849 ZAIS CLOs (i) Dodd-Frank Credit Risk Retention Rules On February 9, 2018, the U.S. Court of Appeals for the District of Columbia Circuit held (the “DC Circuit Ruling”) that the federal agencies responsible for the U.S. risk retention rules (the “Applicable Agencies”) exceeded their statutory authority when designating the collateral manager of an open-market CLO as the securitizer of the open-market CLO. The DC Circuit Ruling is not yet effective; however, when the DC Circuit Ruling becomes effective, the U.S. Risk Retention Rules will no longer apply to the ZAIS Group, in which case ZAIS Group would be permitted to retain or dispose of the applicable risk retention interests in its discretion. The effective date of the DC Circuit Ruling is dependent on what steps the Applicable Agencies take, or do not take, to seek review of the ruling. If the Applicable Agencies elect to not to seek review of the DC Circuit Ruling, it will become effective early in the second quarter of 2018. Even if the Applicable Agencies were to seek review and delay implementation of the DC Circuit Ruling, it would still be possible that at some future date the U.S. Risk Retention Rules would no longer be applicable to ZAIS Group. In addition to the judicial ruling described above, there have been proposals to modify the U.S. Risk Retention Rules as they relate to CLO transactions. It is therefore possible that applicability of the U.S. Risk Retention Rules could be modified or eliminated entirely. There are a number of unresolved questions regarding the application of the U.S. Risk Retention Rules, in particular with respect to a sponsor holding the required risk retention interest through an entity that is a “majority-owned affiliate” (as such term is defined in the Dodd-Frank Act) that has raised a majority of its capital from third-party investors and will, at least initially, be limited in its investment purpose to the acquisition of retention interests in securitization transactions of the sponsor. There is little regulatory guidance, and no established line of authority, precedent or market practice with respect to what is required to comply with the U.S. Risk Retention Rules in those circumstances. Moreover, the determination of whether an entity is a “majority-owned affiliate” (as such term is defined in the Dodd-Frank Act) of a sponsor is dependent on accounting rules which are subject to change. If an applicable regulator were to determine that ZAIS Group had not satisfied the requirements of the U.S. Risk Retention Rules, it may result in regulatory actions and other proceedings, and any such action may have a material and adverse effect on the business or financial condition, reputation or operations of the Company and thus may have a material and adverse effect on the Company’s reputation and its results of operations. The impact of the rule on the loan securitization market and the leveraged loan market generally are uncertain due to the unpredictable effects of the rule on market expectations and the relative appeal of alternative investments not impacted by the rule or other factors. The rule may result in a reduction of the number of collateral managers active in the market, which may result in fewer new issue CLOs and reduce the liquidity provided by CLOs to the leveraged loan market generally. A contraction or reduced liquidity in the loan market could reduce opportunities for ZAIS Group in the CLO markets. However, by eliminating the risk retention requirements, the barriers to entry for becoming a CLO manager may be reduced. This could result in more CLO managers and increased competition for ZAIS Group. (ii) ZAIS Upsize Acquisition 1, Ltd. (“ZAIS Upsize Acquisition 1”) ZAIS Upsize Acquisition 1 was formed on January 10, 2018 for the purpose of refinancing the notes issued by an existing ZAIS CLO 1, Limited. ZAIS Upsize Acquisition 1, which invests primarily in first lien senior secured loans, was in the warehouse phase from its inception date, through March 19, 2018. During this period, ZAIS Upsize Acquisition 1 financed the majority of its loan purchases using its warehouse facility. On January 24, 2018, Zephyr A-6 contributed $ 2.5 2.5 (iii) ZAIS CLO 9, Limited (“ZAIS CLO 9”) On January 26, 2018, ZAIS created ZAIS CLO 9, a ZAIS Managed Entity which invests primarily in first lien senior secured loans. ZAIS CLO 9 was in the warehouse phase from January 29, 2018, its inception date, through March 19, 2018. During this period, ZAIS CLO 9 financed the majority of its loan purchases using its warehouse facility. Additionally, Zephyr A-6 contributed $ 20.0 (iv) ZAIS CLO 8 ZAIS CLO 8 closed on March 8, 2018 (the “CLO 8 Closing Date”). On the CLO 8 Closing Date, Zephyr A-6 purchased the following notes issued by ZAIS CLO 8: Tranche Aggregate Economic (Dollars in thousands) Senior and Mezzanine $ 21,000 5.1 % Subordinate Notes 2,325 5.0 % Total $ 23,325 5.1 % Additionally, Zephyr A-6 received $ 50.0 2.6 As of the closing date, the Company has determined that it will not be required to consolidate ZAIS CLO 8 in its financial statements. Investments in Affiliates, at fair value On March 12, 2018, ZAIS Group sent notice to terminate its management contracts for the two ZAIS Managed Entities in which it had made investments that carry first loss risk effective March 16, 2018. In connection with the termination of these management contracts, ZAIS Group also requested a complete withdrawal of its investment amounts as of March 30, 2018. ZAIS Group’s aggregate investment in these entities as of December 31, 2017 was approximately $ 10.0 0.109 |
Basis of Presentation and Sum24
Basis of Presentation and Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2017 | |
Accounting Policies [Abstract] | |
Basis of Accounting, Policy [Policy Text Block] | Basis of Presentation The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”) as contained within the Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification. |
Fair Value Measurement, Policy [Policy Text Block] | Fair Value Option U.S. GAAP permits entities to choose to measure certain eligible financial assets, financial liabilities and firm commitments at fair value (the “Fair Value Option”), on an instrument-by-instrument basis. The election to use the Fair Value Option is available when an entity first recognizes a financial asset or financial liability or upon entering into a firm commitment. The Fair Value Option is irrevocable and requires changes in fair value to be recognized in earnings. The Company has elected the Fair Value Option for certain assets and liabilities. The Company has applied the Fair Value Option to the Investments and Notes payable of consolidated CLOs. 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. The Company has also 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 the equity method of accounting. See Note 3 for further disclosure on investments in affiliates for which the Fair Value Option has been elected. |
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] | The consolidated financial statements included herein are the financial statements of ZAIS, its subsidiaries and certain ZAIS Managed Entities (including CLOs) which are consolidated by the Company (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 (i) non-controlling interests in ZGP which is comprised of Class A Units held by Mr. Zugel and certain related parties (collectively, the “ZGP Founder Members”) and (ii) the non-controlling interests in the Consolidated Funds. Pursuant to the consolidation guidance, under U.S. GAAP, ZAIS first evaluates whether it holds a variable interest in an entity. Fees that are customary and commensurate with the level of services provided, and where ZAIS does not hold other economic interests in the entity that would absorb more than an insignificant amount of the expected losses or returns of the entity, would not be considered a variable interest. ZAIS factors in all economic interests including proportionate interests through related parties, to determine if fees are considered a variable interest. For entities where ZAIS has determined that it does hold a variable interest, ZAIS performs an assessment to determine whether each of those entities qualify as a variable interest entity (“VIE”). The determination as to whether an entity qualifies as a VIE depends on the facts and circumstances surrounding each individual entity and therefore certain of ZAIS’s entities may qualify as VIEs under the variable interest model whereas others may qualify as voting interest entities (“VOEs”) under the voting interest model. The granting of substantive kick-out rights is a key consideration in determining whether a limited partnership or similar entity is a VIE. Under the voting interest model, ZAIS consolidates those entities it controls through a majority voting interest. ZAIS does not consolidate those VOEs in which substantive kick-out rights have been granted to the unrelated investors to either dissolve the entity or remove the general partner. Under the variable interest model, ZAIS consolidates those entities where it has determined that ZAIS is the primary beneficiary of the entity. ZAIS is determined to be the primary beneficiary when it has a controlling financial interest in the VIE, which is defined as possessing both (i) the power to direct the activities of the VIE that most significantly impact the VIE’s economic performance and (ii) the obligation to absorb losses of the VIE or the right to receive benefits from the VIE that could potentially be significant to the VIE. When ZAIS alone is not considered to have a controlling financial interest in the VIE but ZAIS and its related parties under common control in the aggregate have a controlling financial interest in the VIE, ZAIS will still be deemed the primary beneficiary if it is the party that is most closely associated with the VIE. When ZAIS and its related parties not under common control in the aggregate have a controlling financial interest in the VIE then ZAIS would be deemed to be the primary beneficiary if substantially all the activities of the entity are performed on behalf of ZAIS. ZAIS determines whether it is the primary beneficiary of a VIE at the time it becomes initially involved with the VIE and reconsiders that conclusion continuously. Investments and redemptions (either by ZAIS, related parties of ZAIS, or third parties) or amendments to the governing documents of the respective entity may affect an entity’s status as a VIE or the determination of the primary beneficiary. ZAIS’s other disclosures regarding VIEs are discussed in Note 5 “Variable Interest Entities and Voting Interest Entities”. The Company’s consolidated financial statements include (i) ZGP, a VOE in which the Company has a controlling financial interest; (ii) ZAIS Group, a VOE in which ZGP has a controlling financial interest and (iii) the following VIEs for which ZAIS Group is considered the primary beneficiary during the reporting periods presented: As of December 31, Year Ended December 31, Entity 2017 2016 2017 2016 ZAIS Zephyr A-6, LP (“Zephyr A-6”) ü ü ü ü ZAIS CLO 5, Limited (“ZAIS CLO 5”) ü ü (1) ü (1) (1) 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. 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 consolidated collateralized financing entity in the Consolidated Statements of Comprehensive Income (Loss). The majority of the economic interests in the CLOs is held by outside parties, and is reported as Notes payable of consolidated CLOs, at fair value 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, if any, and net gain (loss) on investments earned by ZAIS Group from the Consolidated Funds are eliminated in consolidation. |
Non-Controlling Interests, Policy [Policy Text Block] | 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. Changes in the Company’s ownership interest while the Company retains its controlling financial interest in its subsidiary are accounted for as equity transactions. Therefore, no gain or loss is recognized in the Company’s consolidated statements of comprehensive income (loss). The carrying amount of the non-controlling interest is adjusted to reflect the change in its ownership interest in the subsidiary. Any difference between the fair value of the consideration received or paid and the amount by which the non-controlling interest is adjusted is recognized in equity attributable to ZAIS Group. Allocations of income and loss to non-controlling interests follow the contractual provisions of the pertinent agreements. Accordingly, amounts of incentive compensation due to ZAIS from Consolidated Funds are not deducted from non-controlling interest holders’ capital accounts until the applicable legal conditions for incentive income have been fulfilled. |
Cash and Cash Equivalents, Policy [Policy Text Block] | Cash and Cash Equivalents The Company considers highly liquid, short-term interest-bearing instruments of sufficient credit quality with original maturities of three months or less, and other instruments readily convertible into cash, to be cash equivalents. Financial instruments which potentially subject the Company to concentrations of credit risk consist primarily of cash and cash equivalents. The Company’s deposits with financial institutions may exceed federally insurable limits of $ 250,000 Cash equivalents generally consist of excess cash that is swept daily into a money market fund, or into weekly or monthly term deposit accounts to earn short-term interest, or maintained as a short-term deposit. Additionally, the Company may from time-to-time invest in United States government obligations to manage excess liquidity. These investments are carried at fair value, as the Company has elected the Fair Value Option in order to include any gains or losses within consolidated net income (loss). These investments are recorded as cash equivalents in the Consolidated Statements of Financial Condition. At December 31, 2017 and December 31, 2016, the Company had approximately $ 39.0 29.0 8.0 |
Investment, Policy [Policy Text Block] | Investments in Affiliates at Fair Value The Company has elected the Fair Value Option for ZAIS Group’s direct investments in the ZAIS Managed Entities that are not consolidated, and would otherwise be accounted for under the equity method. The resulting net gains or losses on investments are included in Net gain (loss) on investments in affiliates in the Consolidated Statements of Comprehensive Income (Loss). In estimating the fair value for financial instruments for which the Fair Value Option has been elected, the Company uses the valuation methodologies as discussed in Note 4 “Fair Value Measurements”. |
Revenue Recognition, Policy [Policy Text Block] | ZAIS Group’s primary sources of revenue are (i) management fee income, (ii) incentive income and (iii) income of Consolidated Funds. The management fee income and incentive income are derived from ZAIS Group’s advisory agreements with the ZAIS Managed Entities. Certain investments held by employees, executives and other related parties in the ZAIS Managed Entities are not subject to management fees or incentive fees/allocations and therefore do not generate revenue for ZAIS Group. All of the management fee income and incentive income earned by ZAIS Group from the Consolidated Funds are eliminated in consolidation. Management Fee Income ZAIS Group earns management fee income for investment advisory and asset management services provided to the ZAIS Managed Entities. Management fees are accrued as earned, and are calculated and collected on a monthly or quarterly basis, depending on the applicable agreement. In the event management fee income is received before it is earned, deferred revenue is recorded and is included in Other liabilities in the Consolidated Statements of Financial Condition . In addition to the management fee income mentioned above, subordinated management fee income may be earned from the CLOs. The subordinated management fee income has a lower priority than the base management fees in the CLO’s cash flows. The subordinated management fee income is contingent upon the economic performance of the respective CLO’s investments. If the CLOs experience a certain level of investment defaults, these fees may not be paid. Subordinated management fee income is recognized when collection is reasonably assured. Incentive Income ZAIS Group earns incentive income for investment advisory and asset management services provided to the ZAIS Managed Entities. Incentive income is recognized when it is (i) contractually receivable, (ii) fixed or determinable (also referred to as “crystallized”) and (iii) all related contingencies have been removed and collection is reasonably assured, which generally occurs in the quarter of, or the quarter immediately prior to, payment of the incentive income to ZAIS Group by the ZAIS Managed Entities. The criteria for revenue recognition related to incentive income is typically met only after all contributed capital and the preferred return, if any, on that capital have been distributed to the ZAIS Managed Entities’ investors for vehicles with private equity style fee arrangements, and is typically met only after any profits exceed a high-water mark for vehicles with hedge fund style fee arrangements. The criteria for revenue recognition related to incentive income from CLOs is typically met only after the full par amount and the preferred return, if any, has been paid to the subordinate note holders. Reimbursement Revenue Research and data services expenses (the “Research Costs”) and other costs (the “Other Direct Costs”) relating to the management of the ZAIS Managed Entities are paid by ZAIS Group directly to vendors for which ZAIS Group is the primary obligor. Certain of these amounts may be reimbursable by the respective ZAIS Managed Entities per the terms of the applicable agreement. Reimbursed amounts are recorded as Reimbursement revenue in the Consolidated Statements of Comprehensive Income (Loss). The amounts for the year ended December 31, 2016 were not material and therefore were not separately reported in the Consolidated Statements of Comprehensive Income (Loss). Research Costs and Other Direct Costs which have not yet been collected are included in Due from related parties in the Consolidated Statements of Financial Condition. Other Revenue Other revenue primarily consists of consulting fees and is recorded on an accrual basis. |
Receivables, Policy [Policy Text Block] | Income and Fees Receivable Income and fees receivable primarily includes management fees and incentive fees due from ZAIS Managed Entities, excluding the Consolidated Funds. The Company evaluates the collectability of the amounts receivable to determine whether any allowance for doubtful accounts is necessary. |
Revenue Recognition, Services, Management Fees [Policy Text Block] | Fees Payable Fees payable represents management fees and incentive fees due to an investor in one of the ZAIS Managed Entities as a credit for fees charged to that investor on their investment balance in another ZAIS Managed Entity. The credit is recorded as a direct reduction to Management fee income and Incentive income in the Consolidated Statements of Comprehensive Income (Loss). |
Compensation Related Costs, Policy [Policy Text Block] | Compensation and Benefits Compensation and benefits expense is comprised of salaries, payroll taxes, employer contributions to welfare plans, discretionary and guaranteed cash bonuses, stock compensation and other contractual compensation programs payable to ZAIS Group employees and non-employee directors. Compensation and benefits expense is generally recognized over the related service period. On an annual basis, compensation and benefits comprise a significant portion of total expenses, with discretionary cash bonuses, guaranteed cash bonuses, stock compensation and other contractual compensation programs generally comprising a significant portion of total compensation and benefits. Compensation and benefits expense relating to the issuance of cash-based and equity-based awards to certain employees is measured at fair value on the grant date. Equity-based compensation awards to employees that are settled in shares are classified as equity instruments. The fair value of an equity settled award is determined on the date of grant and is not subject to remeasurement. Cash settled awards are classified as liabilities and are remeasured to fair value at each balance sheet date as long as the award is outstanding. Changes in fair value are reflected as compensation expense. Compensation expense for awards that vest over a future service period is recognized over the relevant service period on a straight-line basis, adjusted for estimated forfeitures of awards not expected to vest. The compensation expense for awards that do not require future service is recognized immediately. Compensation and benefits expense also includes compensation directly related to incentive income in the form of percentage interests (also referred to as “Points”) awarded to certain employees associated with the operation and management of certain ZAIS Managed Entities (“Points Agreements”). Under the Points Agreements, ZAIS Group has an obligation to pay certain employees and former employees a fixed percentage of the incentive income earned from the referenced entities. Amounts payable pursuant to these arrangements are recorded as compensation expense when they become probable and reasonably estimable. The determination of when the Points become probable and reasonably estimable is based on the assessment of numerous factors, particularly those related to the profitability, realizations, distribution status, investment profile and commitments or contingencies of certain ZAIS Managed Entities for which Points Agreements have been awarded. Points are expensed no later than the period in which the underlying income is recognized. Payment of the Points generally occurs not later than when the related income is received. Most recipients’ rights to receive payments related to their Points Agreement are subject to forfeiture risks. There are outstanding Points Agreements relating to one ZAIS Managed Entity and ZAIS Group does not anticipate awarding additional Points Agreements. Pursuant to ZAIS’s 2015 Stock Incentive Plan (the “2015 Stock Plan”), non-employee directors and employees of ZAIS are eligible to receive RSUs as a component of compensation for their service as directors or employees of ZAIS. The awards are unvested at the time they are granted and, as such, are not entitled to any dividends or other material rights until such RSUs vest. The RSUs generally vest pursuant to the agreements between the recipient and the Company. 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 |
Selling, General and Administrative Expenses, Policy [Policy Text Block] | General, Administrative and Other Expenses General, administrative and other expenses include professional fees, insurance costs, information technology, rent expense and other operating expenses. Amounts are recorded on an accrual basis as incurred. |
Prepaid Expenses Policy [Policy Text Block] | Prepaid Expenses Prepaid expenses consist of various payments that the Company has made in advance for services to be received in the future. These amounts will be expensed over the remaining term of the underlying service contracts. The prepaid expenses primarily include insurance and other service contracts incurred in the normal course of business. |
Commitments and Contingencies, Policy [Policy Text Block] | Loss Contingencies Certain conditions may exist as of the date that the financial statements are issued, which may result in a loss to the Company but which will only be resolved when one or more future events occur or fail to occur. The Company’s management and its legal counsel assess such contingent liabilities, and such assessment inherently involves an exercise of judgment. In assessing loss contingencies related to legal proceedings that are pending against the Company or unasserted claims that may result in such proceedings, the Company’s legal counsel evaluates the perceived merits of any legal proceedings or unasserted claims as well as the perceived merits of the amount of relief available, sought or expected to be sought therein. If the assessment of a contingency indicates that it is probable that a material loss has been incurred and the amount of the liability can be reasonably estimated, then the estimated liability would be accrued in the Company’s financial statements. If the assessment indicates that a potentially material loss contingency is not probable, but is reasonably possible, or is probable but cannot be estimated, then the nature of the contingent liability, together with an estimate of the range of possible loss if determinable, would be disclosed. Legal costs are recorded on an accrual basis as incurred. |
Property, Plant and Equipment, Policy [Policy Text Block] | Property and Equipment Property and equipment consist of furniture and fixtures, office equipment, leasehold improvements and software, and are stated at cost, less accumulated depreciation and amortization. Depreciation and amortization on furniture and fixtures, office equipment and software is calculated on a straight-line basis over an estimated useful life of three to five years. Amortization of leasehold improvements is calculated using the straight-line method over the lesser of the lease terms or the estimated useful life of the asset. Depreciation and amortization expense is presented in Depreciation and amortization in the Consolidated Statements of Comprehensive Income (Loss). Property and equipment are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. The costs associated with maintenance and repairs are recorded as other operating expenses as incurred. |
Foreign Currency Transactions and Translations Policy [Policy Text Block] | Foreign Currency Translation Gains (Losses) The functional currency of ZGH and its domestic subsidiaries as well as the Consolidated Funds and the reporting currency of the Company is the U.S. Dollar. Foreign currency transactions are remeasured at the exchange rate on the date of the transactions whereas assets and liabilities denominated in foreign currencies are remeasured at the exchange rate prevailing on the balance sheet date. Net exchange gains and losses resulting from remeasuring transactions, assets and liabilities denominated in currencies other than the functional currency are included in other income (expense) in the Consolidated Statements of Comprehensive Income (Loss). Assets and liabilities of foreign subsidiaries that have non-U.S. dollar functional currencies are translated at exchange rates prevailing at the end of each reporting period. Results of such foreign operations are translated at the weighted-average exchange rate for each reporting period. Resultant translation adjustments are included as a component of accumulated other comprehensive income (loss) until realized. Foreign currency translation gains and losses relate to the Company’s U.K. operations. |
Income Tax, Policy [Policy Text Block] | Income Taxes Although ZGP and its subsidiaries operate as pass-through entities for U.S. income tax purposes and are not subject to entity level U.S. income taxes, ZAIS is taxable as a corporation for U.S. tax purposes. Accordingly, the Company’s consolidated financial statements include U.S. federal, state and local income taxes on the ZAIS’s allocable share of the consolidated results of operations, as well as taxes payable to jurisdictions outside the U.S related to the foreign subsidiaries. The Company accounts for income taxes using the asset and liability method as prescribed in ASC 740, Accounting for Income Taxes The Company provides for uncertain tax positions based upon management’s assessment of whether a tax benefit is more likely than not to be sustained upon examination by tax authorities. Management is required to determine whether a tax position is more likely than not to be sustained upon examination by tax authorities, including resolution of any related appeals or litigation processes, based on the technical merits of the position. Because significant assumptions are used in determining whether a tax benefit is more likely than not to be sustained upon examination by tax authorities, actual results may differ from the Company's estimates under different assumptions or conditions. The Company analyzes its tax filing positions in all of the U.S. federal, state, local and foreign tax jurisdictions where it is required to file income tax returns, as well as for all open tax years in these jurisdictions. If, based on this analysis, the Company determines that uncertainties in tax positions exist, a liability is established. The Company recognizes accrued interest and penalties related to uncertain tax positions in Income tax (benefit) expense in the Consolidated Statements of Comprehensive Income (Loss). |
New Accounting Pronouncements, Policy [Policy Text Block] | Recent Accounting Pronouncements Since May 2014, the FASB has issued ASU Nos. 2014-09, 2015-14, 2016-08, 2016-10 and 2016-12, Revenue from Contracts with Customers In January 2016, the FASB issued ASU No. 2016-01, Financial InstrumentsOverall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842) In March 2016, the FASB issued ASU 2016-09, Improvements to Employee In August 2016, the FASB issued ASU 2016-15, Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments |
Consolidated Funds [Member] | |
Accounting Policies [Abstract] | |
Investment, Policy [Policy Text Block] | Investments, at Fair Value The Consolidated Funds, except for consolidated CLOs, are considered investment companies for U.S. GAAP purposes. Pursuant to specialized accounting guidance for investment companies, and the retention of that guidance in the Company’s consolidated financial statements, the investments held by the Consolidated Funds are reported at their fair values. See Note 4 - “Fair Value of Investments” for information regarding the valuation of these assets. |
Income Tax, Policy [Policy Text Block] | Income Taxes The Consolidated Funds are generally not subject to U.S. federal and state income taxes and, consequently, no income tax provision has been made in the consolidated financial statements because individual investors are responsible for taxes on their proportionate share of the taxable income. |
Due To And From Broker Dealers And Clearing Organizations Disclosure [Policy Text Block] | Due from Broker Due from broker represents the Consolidated Funds’ receivable from a broker for unsettled sales of investments as of the balance sheet date. Due to Broker Due to broker represents the Consolidated Funds’ payable to a broker for unsettled purchases of investments as of the balance sheet date. |
Debt, Policy [Policy Text Block] | Notes Payable of Consolidated CLO, at fair value Under the Measurement Alternative, the Company measures both the financial assets and financial liabilities of the collateralized financing entities which it consolidates in its financial statements using the more observable of the fair value of the financial assets or the fair value of the financial liabilities. The notes payable of Consolidated CLO are measured using the fair value of the financial assets which the Company considers the more observable of the fair values. |
Repurchase Agreements, Valuation, Policy [Policy Text Block] | Repurchase Agreements Zephyr A-6 enters into repurchase agreements, pursuant to which it sells securities to a counterparty at a specified price and agrees to repurchase the same securities from the same counterparty at a fixed rate or determinable price at a future date. The repurchase agreements allow Zephyr A-6 to transfer possession of securities to the counterparty, as collateral, in exchange for cash from the counterparty. Zephyr A-6 agrees to repay the cash plus interest at an agreed upon rate to the counterparty in exchange for the return of the same securities. The repurchase date is mutually agreed to by Zephyr A-6 and the counterparty. |
Income of Consolidated Funds [Policy Text Block] | Income of Consolidated Funds reflects the interest and dividend income recognized by Zephyr A-6 related to its investments in unconsolidated CLOs. Any discounts and premiums on fixed income securities purchased are accreted or amortized into income or expense using the effective interest rate method over the lives of such securities. The effective interest rates are calculated using projected cash flows including the impact of paydowns on each of the aforementioned securities. |
Other Income (Loss), Policy [Policy Text Block] | Other Income (Loss) This income is comprised of net gains (losses) from the Consolidated Funds’ investments in CLOs and net gains on beneficial interests of consolidated collateralized financing entities which invest in first lien, senior secured loans. |
Organization (Tables)
Organization (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Schedule Of Assets Under Management [Table Text Block] | As of December 31, AUM 2017 (1) $ 4.512 2016 $ 3.444 (1) 4.3 5.5 |
Investments in Affiliates, at26
Investments in Affiliates, at fair value (Tables) | 12 Months Ended |
Dec. 31, 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 in affiliates was as follows: At December 31, 2017 2016 (Dollars in thousands) $ 10,151 $ 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 year as follows: Year Ended December 31, 2017 2016 $ 10 $ 44 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 12 Months Ended |
Dec. 31, 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: December 31, 2017 (Dollars in thousands) Level 1 Level 2 Level 3 Net Asset Total Assets, at fair value: Cash equivalents $ 38,980 $ $ $ $ 38,980 Investments in affiliates, at fair value 10,151 10,151 Assets of Consolidated VIEs: Investments, at fair value: CLOs: Senior notes 34,588 34,588 Mezzanine notes 24,695 24,695 Subordinated notes 4,876 4,876 Warehouse 50,752 50,752 Total investments, at fair value 114,911 114,911 Total assets, at fair value $ 38,980 $ $ 114,911 $ 10,151 $ 164,042 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 Variable Interest Entities Investments, at fair value: First lien, senior secured 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 Variable Interest Entities 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] | Year Ended December 31, 2017 (Dollars in thousands) Beginning Purchases/ Sales/ Total Amortization Effect of Transfers Ending Change in Assets: First lien, senior secured loans $ 389,329 $ 231,203 $ (231,296) $ (4,236) $ 848 $ (385,848) $ $ $ CLOs: Senior notes 34,350 (155) 393 34,588 (154) Mezzanine notes 24,166 (53) 582 24,695 (53) Subordinated notes 8,541 (3,872) 594 (387) 4,876 262 Warehouse 15,036 118,700 (88,385) 5,401 50,752 752 Total investments, at fair value $ 404,365 $ 416,960 $ (323,553) $ 1,551 $ 1,436 $ (385,848) $ $ 114,911 $ 807 Liabilities: Notes payable of consolidated CLO, at fair value $ 384,901 (8,362) (376,539) Total liabilities, at fair value $ 394,901 $ $ $ (8,362) $ $ (376,539) $ $ $ Year Ended December 31, 2016 (Dollars in thousands) Beginning Initial Purchases/ Sales/ Total Amortization Transfers Ending Change in Assets: ZAIS CLO 5, Limited- Warehouse $ 30,509 $ $ 10,000 $ (40,000) $ (509) $ $ $ $ First lien, senior secured loans 361,399 118,594 (97,144) 6,256 224 389,329 5,345 ZAIS CLO 6, Limited Warehouse 15,000 36 15,036 36 Total investments, at fair value $ 30,509 $ 361,399 $ 143,594 $ (137,144) $ 5,783 $ 224 $ $ 404,365 5,381 Liabilities: Notes payable of Consolidated CLO, at fair value $ $ 375,747 $ $ $ 9,154 $ $ $ 384,901 $ 9,154 Total liabilities, at fair value $ $ 375,747 $ $ $ 9,154 $ $ $ 384,901 $ 9,154 |
Fair Value Assets and liabilities Measured On Recurring Basis Unobservable Input Reconciliation [Table Text Block] | Investment Type Fair Value at Valuation Unobservable Amount/ Min Max Weighted (Dollars in Assets of Consolidated Variable Interest Entities: CLOs: Warehouse $ 50,752 Cost plus excess spread Excess spread 1.5 % 1.5 % 1.5 % 1.5 % Total Investments, at fair value $ 50,752 At December 31, 2017, all securities, except the warehouse equity, were valued using independent third party valuation quotes. Investment Type Fair Value Valuation Unobservable Amount/ Min Max Weighted Assets of Consolidated Variable Interest Entities: ZAIS CLO 6, Limited - Warehouse $ 15,036 Cost plus excess spread Excess spread 0.2% 0.2 % 0.2 % 0.2 % Total Investments, at fair value $ 15,036 Liabilities of Consolidated Variable Interest Entities: 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) | 12 Months Ended |
Dec. 31, 2017 | |
Schedule Of Partner's Ownership Interests And Capital Commitments [Table Text Block] | The partners’ ownership interests and capital commitments were as follows: As of As of the Ownership Interest: ZAIS Group 51.00 % 13.33 % Non-ZAIS Partner 49.00 % 86.67 % Capital Commitments: ZAIS Group $ 51.0 million $ 20.0 million Non-ZAIS Partner $ 49.0 million $ 130.0 million Capital Commitments funded: ZAIS Group $ 26.6 million $ 7.0 million Non-ZAIS Partner $ 25.6 million $ 45.2 million Remaining Capital Commitments to be funded: ZAIS Group $ 24.4 million $ 13.0 million Non-ZAIS Partner $ 23.4 million $ 84.8 million |
Schedule Of Restructuring Date Capital Contributions And Non-Controlling Interest [Table Text Block] | ZAIS Non- Total (Dollars in thousands) Unfunded capital commitments as of the Restructuring Date $ 13,047 $ 84,802 $ 97,849 Capital contributions 1,333 8,667 10,000 Unfunded capital commitments as of December 31, 2017 $ 11,714 $ 76,135 $ 87,849 |
Schedule of Senior Fee Payable [Table Text Block] | Prior to Subsequent to Senior Fee In excess of 0.15% In excess of 0.20% |
Schedule of Repurchase Agreements [Table Text Block] | The following table presents the remaining contractual maturity of Zephyr A-6’s Master Repurchase Agreement as of December 31, 2017: Remaining Amount (Dollars in Collateralized Loan Obligations (1) Senior debt tranches $ 34,431 Mezzanine debt tranches 11,512 Total $ 45,943 (1) Maturities are set to match the maturities of the underlying collateral and are greater than one year. |
Offsetting Liabilities [Table Text Block] | The following table presents both gross and net information regarding the repurchase agreements eligible for offset with the related collateral in the Consolidated Statements of Financial Condition Gross amounts not offset in the Gross Gross Net amount Description assets of Financial of Financial Financial Cash Net Master Repurchase Agreement $ (45,943) $ $ (45,943) $ 45,943 $ $ (a) The sum of the financial instruments and cash collateral not offset on the Consolidated Statements of Financial Condition |
Schedule of Debt [Table Text Block] | The following is a summary of Zephyr A-6’s investments in ZAIS CLOs during the years ended December 31, 2017 and December 31, 2016 at the respective closing date of the ZAIS CLO: Economic Interest at the CLO Warehouse Pricing Closing CLO Senior Subordinate Weighted ZAIS CLO 5 October 1, 2015 September 23, 2016 October 26, 2016 October 2028 2.1 % 31.8 % 5.0 % ZAIS CLO 6 November 18, 2016 May 3, 2017 June 1, 2017 July 2029 5.0 % 5.0 % 5.0 % ZAIS CLO 7 June 12, 2017 September 11, 2017 October 19, 2017 April 2030 7.0 % 5.0 % 6.8 % ZAIS CLO 8 October 16, 2017 February 6, 2018 March 8, 2018 April 2029 5.1 % 5.0 % 5.1 % |
Schedule of Variable Interest Entities [Table Text Block] | Year Ended 2017 2016 (Dollars in thousands) ZAIS CLO 5 $ $ 10,000 ZAIS CLO 6 30,000 15,000 ZAIS CLO 7 38,700 ZAIS CLO 8 50,000 Total $ 118,700 $ 25,000 |
Investments [Table Text Block] | The assets recognized in the Company’s Consolidated Statements of Financial Condition for unconsolidated VIEs in which the Company has a variable interest and the Company’s maximum exposure to loss from these entities are as follows: Financial Statement Line Item December 31, December 31, (Dollars in thousands) Income and fees receivable $ 1,082 $ 380 Investments in affiliates, at fair value 5,150 272 Due from related parties 24 27 Assets of Consolidated Variable Interest Entities: Investments, at fair value 114,911 15,036 Maximum exposure to loss $ 121,167 $ 15,715 |
Schedule of Long-term Debt Instruments [Table Text Block] | The table below presents information related to ZAIS CLO 5’s notes payable outstanding as of December 31, 2016. The subordinated notes have no stated interest rate, and are entitled to any excess cash flows after contractual payments are made to the more senior notes. 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 |
Zephyr A 6 [Member] | |
Gain (Loss) on Investments [Table Text Block] | Year Ended 2017 2016 (Dollars in thousands) Distributions of income and gains during the warehouse period upon closing of ZAIS CLOs $ 4,685 $ 8,806 Net Change in unrealized gain or loss and net realized gains 1,102 (473) Total Net gain (loss) of Consolidated Funds’ investments $ 5,787 $ 8,333 |
Management Fee Income and Inc29
Management Fee Income and Incentive Income (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Management Fee Income and Incentive Income [Abstract] | |
Schedule of Components of Management Fee Income and Incentive Income [Table Text Block] | The following tables present the general fee ranges earned, the gross amounts of management fee income and incentive income earned prior to eliminations due to consolidation of the Consolidated Funds and the net amount reported in the Company’s Consolidated Statements of Comprehensive Income (Loss): Year Ended December 31, 2017 ( Dollars in thousands ) Fee Range Gross Amount Elimination Net Amount Management Fee Income (1) (4) Funds and accounts 0.50% - 1.25% $ 10,803 $ $ 10,803 CLOs 0.15% - 0.50% 5,496 (507 ) 4,989 Total $ 16,299 $ (507) $ 15,792 Incentive Income (1) (2) (4) Funds and accounts 10% - 20% $ 11,441 $ $ 11,441 CLOs 20% 132 132 Total $ 11,573 $ $ 11,573 Year Ended December 31, 2016 ( Dollars in thousands ) Fee Range Gross Amount Elimination Net Amount Management Fee Income (1) (4) Funds and accounts 0.50% - 1.25% $ 10,004 $ (256 ) $ 9,748 CLOs 0.15% - 0.50% 1,762 1,762 ZFC REIT (3) 1.50% 10,505 10,505 Total $ 22,271 $ (256 ) $ 22,015 Incentive Income (1) (2) (4) Funds and accounts 10% - 20% $ 9,294 $ $ 9,294 CLOs 20% 52 52 Total $ 9,346 $ $ 9,346 (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. (4) ZAIS Group does not earn management fee income on two ZAIS Managed Entities in which it had made investments that carry first loss risk. ZAIS Group receives distributions of its pro rata share of the gains and losses related to its investments in these ZAIS Managed Entities and incentive income equal to 50% of the net investment gains for the management of these ZAIS Managed Entities. |
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: At December 31, 2017 2016 (Dollars in thousands) Management fee income $ 2,837 $ 1,284 Incentive income 6,026 7,521 Total $ 8,863 $ 8,805 |
Schedule Of Rebate Fees [Table Text Block] | Year Ended ( Dollars in thousands ) Gross Elimination Net Rebated Fees $ 1,092 $ (1,092 ) $ Total $ 1,092 $ (1,092 ) $ |
Schedule Of Management Fee Income And Incentive Income Net Of Credit [Table Text Block] | The following credits are recorded as a direct reduction to Management fee income and Incentive income in the Consolidated Statements of Comprehensive Income (Loss): Year Ended December 31, 2017 2016 (Dollars in thousands) Management fee income credit $ 248 $ 215 Incentive income credit 2,050 2,328 Total $ 2,298 $ 2,543 |
Schedule of Product Information [Table Text Block] | The Company’s revenue concentration for the years ended December 31, 2017 and 2016, based on total revenues before the effects of consolidating the Consolidated Funds, was approximately as follows: Year Ended December 31, Investors 2017 2016 Non-CLO ZAIS Managed Entities: - Top Two 51.8 % 30.1 % - Top Ten 69.6 % 42.5 % ZAIS CLOs 18.3 % 6.2 % |
Notes Payable (Tables)
Notes Payable (Tables) | 12 Months Ended |
Dec. 31, 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: Year Ended December 31, 2017 2016 (Dollars in thousands) $ 3 $ 9 |
Compensation (Tables)
Compensation (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Schedule Of Compensation Expense And Employee Benefit [Table Text Block] | The following table presents a detailed breakout of the Company’s compensation expense: Year Ended December 31, 2017 2016 (Dollars in thousands) Salaries $ 9,307 $ 10,727 Bonus 11,769 13,665 Commissions 3 Severance 72 995 Equity-Based Compensation 1,307 4,089 Payroll taxes and benefits 1,568 1,901 Total $ 24,023 $ 31,380 |
Contractual Obligation, Fiscal Year Maturity Schedule [Table Text Block] | Aggregate future payments pursuant to the Bonus Agreements and Guarantee Agreements for the four years subsequent to December 31, 2017, are approximately as follows: Year Ending December 31, (Dollars in 2018 $ 9,647 2019 1,360 2020 1,360 2021 903 Total $ 13,270 |
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] | Years Ended December 31, 2017 2016 Number of Weighted Number of Weighted Balance at beginning of year $ 1,337,486 $ 9.67 Granted 100,000 6.34 Forfeited (404,253) 9.59 Cancelled pursuant to the Proposal (1,033,233) 9.37 Balance at end of year $ $ |
Schedule of Share-based Compensation, Restricted Stock Units Award Activity [Table Text Block] | The following table presents the RSU activity for non-employee directors during the year ended December 31, 2016 and December 31, 2017: RSU Grant Date Number of Fair Value per RSU Vesting Date April 30, 2015 10,000 $ 9.85 April 21, 2016 April 30, 2015 20,000 $ 9.85 April 30, 2016 April 21, 2016 30,942 $ 3.22 April 21, 2017 November 1, 2016 74,331 $ 1.73 November 1, 2017 May 9, 2017 63,219 $ 2.19 May 9, 2018 November 7, 2017 40,464 $ 3.67 November 7, 2018 |
Schedule of Nonvested Restricted Stock Units Activity [Table Text Block] | The following table presents the RSU activity: Year Ended December 31, 2017 2016 Number of Weighted Number of Weighted Balance at beginning of year: 1,004,947 $ 8.60 30,000 $ 9.85 Grants during the year to: Non-employee directors 103,683 2.77 105,273 2.37 In consideration for cancellation of B-0 units pursuant to the Proposal 899,674 9.33 Total - Granted 103,683 2.77 1,004,947 8.60 Vested (1,004,947) 8.58 (30,000) 9.85 Balance at end of year 103,683 2.77 1,004,947 8.60 |
Schedule of Compensation Cost for Share-based Payment Arrangements, Allocation of Share-based Compensation Costs by Plan [Table Text Block] | The Company incurred compensation expense relating to the non-employee RSUs as follows: Year Ended December 31, 2017 2016 (Dollars in thousands) $ 248 $ 125 |
Schedule of Remaining Expenses and Vesting Periods for Outastanding Restricted Stock Units Activity [Table Text Block] | The remaining expense and vesting periods for the RSUs outstanding at December 31, 2017 are as follows: Grant Date Number of Remaining Remaining (in thousands) (in years) May 9, 2017 63,219 $ 49 0.35 November 7, 2017 40,464 127 0.85 Total 103,683 $ 176 |
Capital Unit, Class B [Member] | |
Schedule of Compensation Cost for Share-based Payment Arrangements, Allocation of Share-based Compensation Costs and Estimated Future Rate by Plan [Table Text Block] | December 31, 2017 2016 % 31 % |
Schedule of Compensation Cost for Share-based Payment Arrangements, Allocation of Share-based Compensation Costs by Plan [Table Text Block] | The Company incurred compensation expense relating to the Class B-0 Units (including Class B-0 Units cancelled in consideration for the receipt of RSUs or cash) as follows: Year Ended December 31, 2017 2016 (Dollars in thousands) $ 1,059 $ 3,964 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Income Tax Disclosure [Abstract] | |
Schedule of Components of Income Tax Expense (Benefit) [Table Text Block] | The following details the components of income tax (benefit) expense: Year Ended December 31, (Dollars in thousands) 2017 2016 Current provision: Federal $ $ State and local Foreign 22 (5) Total current (benefit) expense 22 (5) Deferred provision: Federal State and local Foreign Total deferred (benefit) expense Total income tax (benefit) expense $ 22 $ (5) |
Schedule of Effective Income Tax Rate Reconciliation [Table Text Block] | The following is a reconciliation of the U.S. statutory federal income tax to the Company’s effective tax: December 31, 2017 2016 (Dollars in thousands) Income tax (benefit) expense at the US federal statutory income tax rate $ (408) $ (1,288) State and local income tax, net of federal benefit (249) (290) Foreign Tax 22 (5 Effect of permanent differences 275 6 Income attributable to non-controlling interests in Consolidated Funds not subject to tax (1,854) (1,192) Income attributable to non-controlling interests in ZGP not subject to tax 754 724 Equity compensation shortfall adjustment 1,903 56 Remeasurement of deferred tax balances due to rate change 2,012 42 Provision to return adjustment 1 54 Valuation Allowance (2,434) 1,888 Total $ 22 $ (5) |
Schedule of Deferred Tax Assets and Liabilities [Table Text Block] | These temporary differences result in taxable or deductible amounts in future years. Details of the Company's deferred tax assets and liabilities, measured at the enacted rate of 21% as of December 31, 2017 and a rate of 34 Year Ended December 31 (Dollars in thousands) 2017 2016 Deferred tax assets: Net operating losses $ 3,473 $ 3,104 Equity compensation 13 2,277 Start-up costs 378 591 Unrealized loss on investments and other temporary differences 658 984 Total deferred tax assets 4,522 6,956 Valuation allowance (4,522) (6,956) Total deferred tax assets (net of valuation allowance) Deferred tax liabilities: Unrealized gain on investments and other temporary differences Total deferred tax liabilities Total net deferred tax assets (liabilities) $ $ |
Summary of Operating Loss Carryforwards [Table Text Block] | As of December 31, 2017, the Company has estimated federal and state income tax net operating loss carryforwards, which will expire as follows: (Dollars in 2032 $ 1 2033 83 2034 122 2035 5,990 2036 1,703 2037 4,773 Total $ 12,672 |
Related Party Transactions (Tab
Related Party Transactions (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Schedule of Capital Units [Table Text Block] | ZAIS Group did not charge management fees or earn incentive income on investments made in the ZAIS Managed Entities (excluding CLOs and ZFC REIT) by ZAIS Group’s principals, executives, employees and other related parties. At December 31, 2017 2016 (Dollars in thousands) $ 12,610 (1) $ 21,713 (1) 4.3 5.5 |
Schedule of Asset Under Management [Table Text Block] | The total amounts of CLO AUM that are not being charged fees were approximately as follows: At December 31, 2017 2016 (Dollars in thousands) $ 296,413 $ 560,272 |
Schedule of Related Party Transactions [Table Text Block] | The Company incurred the following expenses pursuant to the engagement agreement: Year Ended December 31, 2017 2016 (Dollars in thousands) $ 154 $ 181 |
Mr. Ramsey [Member] | |
Schedule Of Consulting Fee Expenses [Table Text Block] | The Company has recorded the following expense related to the Consulting Agreement: Year Ended December 31, 2017 2016 (Dollars in thousands) $ 105 $ 500 |
Ms. Rohan [Member] | |
Schedule of Related Party Transactions [Table Text Block] | Amounts payable to Ms. Rohan pursuant to the consulting agreement are as follows: At December 31, 2017 2016 (Dollars in thousands) $ 17 $ 16 |
Schedule Of Consulting Fee Expenses [Table Text Block] | The Company recognized the following amounts for her services: Year Ended December 31, 2017 2016 (Dollars in thousands) $ 96 $ 101 |
ZAIS Managed Entities [Member] | |
Schedule of Related Party Transactions [Table Text Block] | December 31, December 31, (Dollars in thousands) Research Costs $ 464 $ 581 Other Direct Costs 334 117 Total $ 798 $ 698 |
Property and Equipment (Tables)
Property and Equipment (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant and Equipment [Table Text Block] | Property and equipment consist of the following: At December 31, 2017 2016 (Dollars in thousands) Office equipment $ 3,277 $ 3,098 Leasehold improvements 606 684 Furniture and fixtures 573 572 Software 412 409 4,868 4,763 Less accumulated depreciation and amortization (4,590) (4,489) Total $ 278 $ 274 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 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: Year Ended December 31, 2017 2016 (Dollars in thousands) $ 154 $ 181 |
Schedule Of Expenses For Legal Advisor Agreement [Table Text Block] | The Company incurred the following expenses pursuant to the Legal Advisor Agreement: Year Ended December 31, 2017 2016 (Dollars in thousands) $ 992 $ |
Capital Commitments [Table Text Block] | The Company’s cumulative contributions to Zephyr A-6 were as follows: December 31, December 31, (Dollars in thousands) $ 8,287 $ 20,477 |
Schedule of Rent Expense [Table Text Block] | The Company incurred rent expense as follows: Year Ended December 31, 2017 2016 (Dollars in thousands) $ 844 $ 1,006 |
Schedule of Future Minimum Rental Payments for Operating Leases [Table Text Block] | Aggregate future minimum annual rental payments for the five years subsequent to December 31, 2017 and thereafter, including rental payments due under the New Lease, are approximately as follows: Period (Dollars in Year Ending December 31, 2018 $ 472 2019 327 2020 399 2021 406 2022 412 Thereafter 951 Total $ 2,967 |
Schedule Of Indemnification Claim Expenses [Table Text Block] | The Company incurred the following expenses related to the indemnification claim: Year Ended December 31, 2017 2016 (Dollars in thousands) $ 203 $ |
Stockholders_ Equity (Tables)
Stockholders’ Equity (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
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: Year Ended December 31, 2017 2016 654,196 30,000 |
Disclosure of Share-based Compensation Arrangements by Share-based Payment Award [Table Text Block] | Total shares which may be issued pursuant to the plan 2,080,637 Total shares issued through December 31, 2017 684,196 Total shares available for issuance at December 31, 2017 1,396,441 |
Earnings Per Share (Tables)
Earnings Per Share (Tables) | 12 Months Ended |
Dec. 31, 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: Year Ended December 31, 2017 2016 (Dollars in thousands, except Numerator: Consolidated Net Income (Loss), attributable to ZAIS Group Holdings, Inc. Class A common stockholders (Basic) $ (4,449) $ (5,160) Effect of dilutive securities: Consolidated Net Income (Loss), attributable to non-controlling interests in ZGP (2,223) (2,129) Less: Consolidated Net (Income) Loss, attributable to ZAIS REIT Management Class B interests (1) (477) Income tax (benefit) expense (2) Consolidated Net Income (Loss), attributable to stockholders, after effect of dilutive securities $ (6,672) $ (7,766) Denominator: Weighted average number of shares of Class A Common Stock 14,369,295 13,891,245 Effect of dilutive securities: Weighted average number of Class A Units (4) 7,000,000 7,000,000 Dilutive number of Class B-0 Units and RSUs (3) Diluted weighted average shares outstanding 21,369,295 20,891,245 Consolidated Net Income (Loss), per Class A common share Basic $ (0.31) $ (0.37) Consolidated Net Income (Loss), per Class A common share Diluted $ (0.31) $ (0.37) (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 (54.88)% and 36.56 (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) | 12 Months Ended |
Dec. 31, 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: December 31, 2017 ZAIS Consolidated Consolidating Consolidated ( Dollars in thousands ) Assets Cash and cash equivalents $ 41,619 $ $ $ 41,619 Income and fees receivable 8,863 8,863 Investments in affiliates, at fair value 20,669 (10,518) 10,151 Due from related parties 798 798 Property and equipment, net 278 278 Prepaid expenses 967 967 Other assets 359 359 Assets of Consolidated Variable Interest Entities Cash and cash equivalents 8,975 8,975 Investments, at fair value 114,911 114,911 Other assets 1,353 (385) 968 Total Assets $ 73,553 $ 125,239 $ (10,903) $ 187,889 Liabilities and Equity Liabilities Compensation payable $ 9,222 $ $ $ 9,222 Due to related parties 31 31 Fees payable 2,556 (385) 2,171 Other liabilities 1,285 1,285 Liabilities of Consolidated Variable Interest Entities Repurchase Agreements 45,943 45,943 Other liabilities 415 415 Total Liabilities 13,094 46,358 (385) 59,067 Commitments and Contingencies (Note 12) Equity Preferred Stock Class A Common Stock 1 1 Class B Common Stock Additional paid-in-capital 64,365 64,365 Retained earnings (Accumulated deficit) (23,414) (23,414) Accumulated other comprehensive income (loss) (61) (61) Total stockholders’ equity, ZAIS Group Holdings, Inc. 40,891 40,891 Non-controlling interests in ZAIS Group Parent, LLC 19,568 19,568 Non-controlling interests in Consolidated Funds 78,881 (10,518) 68,363 Total Equity 60,459 78,881 (10,518) 128,822 Total Liabilities and Equity $ 73,553 $ 125,239 $ (10,903) $ 187,889 December 31, 2016 ZAIS Consolidated Consolidating 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 Variable Interest Entities 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 Variable Interest Entities Notes payable of consolidated CLO, at fair value 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 Year Ended ZAIS Consolidated Consolidating Consolidated ( Dollars in thousands ) Revenues Management fee income $ 16,299 $ $ (507) $ 15,792 Incentive income 11,573 11,573 Reimbursement revenue 1,631 1,631 Other revenues 324 324 Income of Consolidated Funds 7,801 (6,285) 1,516 Total Revenues 29,827 7,801 (6,792) 30,836 Expenses Compensation and benefits 24,023 24,023 General, administrative and other 16,392 (1,092) 15,300 Depreciation and amortization 230 230 Expenses of Consolidated Funds 734 734 Total Expenses 40,645 734 (1,092) 40,287 Other Income (loss) Net gain (loss) on investments in affiliates 4,058 (3,821) 237 Other income (expense) 110 110 Net gain (loss) of Consolidated Funds’ investments 2,204 3,583 5,787 Net gain (loss) on beneficial interest of consolidated collateralized financing entity 2,118 2,118 Total Other Income (Loss) 4,168 2,204 1,880 8,252 Income (loss) before income taxes (6,650) 9,271 (3,820) (1,199) Income tax (benefit) expense 22 22 Consolidated net income (loss) (6,672) 9,271 (3,820) (1,221) Other Comprehensive Income (Loss), net of tax Foreign currency translation adjustment 14 14 Total Comprehensive Income (Loss) $ (6,658) $ 9,271 $ (3,820) $ (1,207) Year Ended ZAIS Consolidated Consolidating Consolidated ( Dollars in thousands ) Revenues Management fee income $ 22,271 $ $ (256) $ 22,015 Incentive income 9,346 9,346 Other revenues 316 316 Total Revenues 31,933 (256) 31,677 Expenses Compensation and benefits 31,380 31,380 General, administrative and other 12,263 12,263 Depreciation and amortization 267 267 Expenses of Consolidated Funds 338 (256) 82 Total Expenses 43,910 338 (256) 43,992 Other Income (loss) Net gain (loss) on investments in affiliates 3,921 (3,648) 273 Other income (expense) 762 762 Net gain (loss) of Consolidated Funds’ investments 7,491 842 8,333 Net gain (loss) on beneficial interest of consolidated collateralized financing entity (842) (842) Total Other Income (Loss) 4,683 7,491 (3,648) 8,526 Income (loss) before income taxes (7,294) 7,153 (3,648) (3,789) Income tax (benefit) expense (5) (5) Consolidated net income (loss) (7,289) 7,153 (3,648) (3,784) Other Comprehensive Income (Loss), net of tax Foreign currency translation adjustment (343) (343) Total Comprehensive Income (Loss) $ (7,632) $ 7,153 $ (3,648) $ (4,127) |
Subsequent Events (Tables)
Subsequent Events (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Subsequent Events [Abstract] | |
Schedule of restructuring date capital contribution and Non-Controlling Interest [Table Text Block] | During the period from January 1, 2018 through March 19, 2018, Zephyr A-6 received capital contributions from ZAIS Group and the Non-Controlling Interest in Zephyr A-6 as follows: ZAIS Non- Total (Dollars in thousands) Unfunded capital commitments as of December 31, 2017 $ 11,714 $ 76,135 $ 87,849 Capital contributions 2,667 17,333 20,000 Unfunded capital commitments as of March 19, 2018 $ 9,047 $ 58,802 $ 67,849 |
Disclosure Of Information Regarding Aggregate Principal Balance Purchased [Table Text Block] | ZAIS CLO 8 closed on March 8, 2018 (the “CLO 8 Closing Date”). On the CLO 8 Closing Date, Zephyr A-6 purchased the following notes issued by ZAIS CLO 8: Tranche Aggregate Economic (Dollars in thousands) Senior and Mezzanine $ 21,000 5.1 % Subordinate Notes 2,325 5.0 % Total $ 23,325 5.1 % |
Organization (Details)
Organization (Details) - USD ($) $ in Millions | Dec. 31, 2017 | Dec. 31, 2016 | |
Assets under Management, Carrying Amount | $ 4,512 | [1] | $ 3,444 |
[1] | In order to finance the purchase of the Company’s Class A Common Stock pursuant to the Share Purchase Agreement, Mr. Zugel and various trusts for which relatives of Mr. Zugel are the beneficiaries have submitted a redemption request to redeem approximately $4.3 million (value date of December 31, 2017) of interests effective March 31, 2018 from the Domestic Feeder. The capital balances presented have not been reduced to account for this redemption request. At December 31, 2017, Mr. Zugel and the various trusts redeemed approximately $5.5 million from the Domestic Feeder. |
Organization (Details Textual)
Organization (Details Textual) - USD ($) $ / shares in Units, $ in Millions | Sep. 05, 2017 | Dec. 31, 2017 | Jan. 11, 2018 | Dec. 31, 2016 | Dec. 31, 2015 |
Restricted Stock Units (RSUs) [Member] | Subsequent Event [Member] | |||||
Share Conversion Right to Receive Cash Per Share | $ 4.10 | ||||
Christian Zugel [Member] | Capital Unit, Class A [Member] | |||||
Limited Partners' Capital Account, Units Outstanding | 3,325,000 | ||||
ZAIS Opportunity Fund Master Fund [Member] | |||||
Redemption Value of Investments | $ 4.3 | ||||
Proceeds from Related Party Debt | $ 5.5 | ||||
Common Class A [Member] | |||||
Shares, Outstanding, Beginning Balance | 14,555,113 | 13,900,917 | 13,870,917 | ||
Shares Issued, Price Per Share | $ 4 | $ 4.10 | |||
Common Class A [Member] | Subsequent Event [Member] | |||||
Share Conversion Right to Receive Cash Per Share | $ 4.10 | ||||
Common Class A [Member] | Z Acquisition LLC [Member] | |||||
Stock Issued During Period, Shares, New Issues | 6,500,000 | ||||
Common Class A [Member] | Christian Zugel [Member] | |||||
Shares, Outstanding, Beginning Balance | 6,800,000 |
Basis of Presentation and Sum42
Basis of Presentation and Summary of Significant Accounting Policies (Details Textual) - USD ($) | Dec. 31, 2017 | Dec. 31, 2016 |
Cash, FDIC Insured Amount | $ 250,000 | |
Cash Equivalents, at Carrying Value | $ 39,000,000 | $ 29,000,000 |
Financial Instruments, Owned, US Government and Agency Obligations, at Fair Value | $ 8,000,000 |
Investments in Affiliates, at43
Investments in Affiliates, at fair value (Details) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Investments in and Advances to Affiliates, at Fair Value | $ 10,151 | $ 5,273 |
Investments in Affiliates, at44
Investments in Affiliates, at fair value (Details 1) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Unrealized Gain (Loss) on Investments | $ 10 | $ 44 |
Investments in Affiliates, at45
Investments in Affiliates, at fair value (Details Textual) - USD ($) $ in Thousands | 1 Months Ended | 12 Months Ended | |||
Jun. 30, 2017 | Jun. 29, 2017 | Feb. 28, 2017 | Dec. 31, 2017 | Dec. 31, 2016 | |
Investments in and Advances to Affiliates [Line Items] | |||||
Investments in and Advances to Affiliates, at Fair Value | $ 10,151 | $ 5,273 | |||
Equity Method Investment, Additional Information | nor the Company’s proportionate share of the total assets of unconsolidated ZAIS Managed Entities in which the Company invested, individually or in the aggregate, exceeded 20% of the Company’s total consolidated assets. | the Company did not have any income related to these investments, individually or in the aggregate, which exceeded 20% of its total Consolidated net income | |||
Financial Support, Capital Contributions [Member] | |||||
Investments in and Advances to Affiliates [Line Items] | |||||
Nonconsolidated Legal Entity, Financial Support Amount | $ 5,000 | $ 5,000 | $ 5,000 | ||
Atlas Master Fund [Member] | |||||
Investments in and Advances to Affiliates [Line Items] | |||||
Investments in and Advances to Affiliates, at Fair Value | $ 100 |
Fair Value Measurements (Detail
Fair Value Measurements (Details) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash equivalents | $ 38,980 | $ 36,971 |
Investments, at fair value: | ||
Investments in affiliates, at net asset value | 10,151 | 5,273 |
Net Asset Value [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Assets, Fair Value Disclosure | 10,151 | 5,273 |
Cash equivalents | 0 | 0 |
Investments, at fair value: | ||
Investments in affiliates, at net asset value | 10,151 | 5,273 |
Consolidated Variable Interest Entities [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Assets, Fair Value Disclosure | 164,042 | 446,609 |
Investments, at fair value: | ||
Investments, Fair Value Disclosure | 114,911 | 404,365 |
Liabilities, at fair value: | ||
Liabilities Fair Value Disclosure | 384,901 | |
Consolidated Variable Interest Entities [Member] | Warehouse [Member] | ||
Investments, at fair value: | ||
Investments, Fair Value Disclosure | 50,752 | |
Consolidated Variable Interest Entities [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 | |
Consolidated Variable Interest Entities [Member] | Net Asset Value [Member] | Warehouse [Member] | ||
Investments, at fair value: | ||
Investments in affiliates, at net asset value | 0 | |
Consolidated Variable Interest Entities [Member] | Notes Payable of Consolidated CLOs [Member] | ||
Liabilities, at fair value: | ||
Liabilities Fair Value Disclosure | 384,901 | |
Consolidated Variable Interest Entities [Member] | Notes Payable of Consolidated CLOs [Member] | Net Asset Value [Member] | ||
Liabilities, at fair value: | ||
Liabilities Fair Value Disclosure | 0 | |
Collateralized Loan Obligations [Member] | ||
Investments, at fair value: | ||
Investments, Fair Value Disclosure | 5,150 | 272 |
Collateralized Loan Obligations [Member] | Consolidated Variable Interest Entities [Member] | ||
Investments, at fair value: | ||
Investments, Fair Value Disclosure | 15,036 | |
Collateralized Loan Obligations [Member] | Consolidated Variable Interest Entities [Member] | Senior Notes [Member] | ||
Investments, at fair value: | ||
Investments, Fair Value Disclosure | 34,588 | |
Collateralized Loan Obligations [Member] | Consolidated Variable Interest Entities [Member] | Mezzanine Notes [Member] | ||
Investments, at fair value: | ||
Investments, Fair Value Disclosure | 24,695 | |
Collateralized Loan Obligations [Member] | Consolidated Variable Interest Entities [Member] | Subordinated Debt [Member] | ||
Investments, at fair value: | ||
Investments, Fair Value Disclosure | 4,876 | |
Collateralized Loan Obligations [Member] | Consolidated Variable Interest Entities [Member] | Net Asset Value [Member] | ||
Investments, at fair value: | ||
Investments, Fair Value Disclosure | 0 | |
Collateralized Loan Obligations [Member] | Consolidated Variable Interest Entities [Member] | Net Asset Value [Member] | Senior Notes [Member] | ||
Investments, at fair value: | ||
Investments, Fair Value Disclosure | 0 | |
Collateralized Loan Obligations [Member] | Consolidated Variable Interest Entities [Member] | Net Asset Value [Member] | Mezzanine Notes [Member] | ||
Investments, at fair value: | ||
Investments, Fair Value Disclosure | 0 | |
Collateralized Loan Obligations [Member] | Consolidated Variable Interest Entities [Member] | Net Asset Value [Member] | Subordinated Debt [Member] | ||
Investments, at fair value: | ||
Investments, Fair Value Disclosure | 0 | |
First lien, senior secured loans [Member] | Consolidated Variable Interest Entities [Member] | ||
Investments, at fair value: | ||
Investments, Fair Value Disclosure | 389,329 | |
First lien, senior secured loans [Member] | Consolidated Variable Interest Entities [Member] | Net Asset Value [Member] | ||
Investments, at fair value: | ||
Investments in affiliates, at net asset value | 0 | |
Fair Value, Inputs, Level 1 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Assets, Fair Value Disclosure | 38,980 | 36,971 |
Cash equivalents | 38,980 | 36,971 |
Investments, at fair value: | ||
Investments in affiliates, at net asset value | 0 | 0 |
Fair Value, Inputs, Level 1 [Member] | Consolidated Variable Interest Entities [Member] | ||
Investments, at fair value: | ||
Investments, Fair Value Disclosure | 0 | 0 |
Liabilities, at fair value: | ||
Liabilities Fair Value Disclosure | 0 | |
Fair Value, Inputs, Level 1 [Member] | Consolidated Variable Interest Entities [Member] | Warehouse [Member] | ||
Investments, at fair value: | ||
Investments, Fair Value Disclosure | 0 | |
Fair Value, Inputs, Level 1 [Member] | Consolidated Variable Interest Entities [Member] | Notes Payable of Consolidated CLOs [Member] | ||
Liabilities, at fair value: | ||
Liabilities Fair Value Disclosure | 0 | |
Fair Value, Inputs, Level 1 [Member] | Collateralized Loan Obligations [Member] | Consolidated Variable Interest Entities [Member] | ||
Investments, at fair value: | ||
Investments, Fair Value Disclosure | 0 | |
Fair Value, Inputs, Level 1 [Member] | Collateralized Loan Obligations [Member] | Consolidated Variable Interest Entities [Member] | Senior Notes [Member] | ||
Investments, at fair value: | ||
Investments, Fair Value Disclosure | 0 | |
Fair Value, Inputs, Level 1 [Member] | Collateralized Loan Obligations [Member] | Consolidated Variable Interest Entities [Member] | Mezzanine Notes [Member] | ||
Investments, at fair value: | ||
Investments, Fair Value Disclosure | 0 | |
Fair Value, Inputs, Level 1 [Member] | Collateralized Loan Obligations [Member] | Consolidated Variable Interest Entities [Member] | Subordinated Debt [Member] | ||
Investments, at fair value: | ||
Investments, Fair Value Disclosure | 0 | |
Fair Value, Inputs, Level 1 [Member] | First lien, senior secured loans [Member] | Consolidated Variable Interest Entities [Member] | ||
Investments, at fair value: | ||
Investments, Fair Value Disclosure | 0 | |
Fair Value, Inputs, Level 2 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Assets, Fair Value Disclosure | 0 | 0 |
Cash equivalents | 0 | 0 |
Investments, at fair value: | ||
Investments in affiliates, at net asset value | 0 | 0 |
Fair Value, Inputs, Level 2 [Member] | Consolidated Variable Interest Entities [Member] | ||
Investments, at fair value: | ||
Investments, Fair Value Disclosure | 0 | 0 |
Liabilities, at fair value: | ||
Liabilities Fair Value Disclosure | 0 | |
Fair Value, Inputs, Level 2 [Member] | Consolidated Variable Interest Entities [Member] | Warehouse [Member] | ||
Investments, at fair value: | ||
Investments, Fair Value Disclosure | 0 | |
Fair Value, Inputs, Level 2 [Member] | Consolidated Variable Interest Entities [Member] | Notes Payable of Consolidated CLOs [Member] | ||
Liabilities, at fair value: | ||
Liabilities Fair Value Disclosure | 0 | |
Fair Value, Inputs, Level 2 [Member] | Collateralized Loan Obligations [Member] | Consolidated Variable Interest Entities [Member] | ||
Investments, at fair value: | ||
Investments, Fair Value Disclosure | 0 | |
Fair Value, Inputs, Level 2 [Member] | Collateralized Loan Obligations [Member] | Consolidated Variable Interest Entities [Member] | Senior Notes [Member] | ||
Investments, at fair value: | ||
Investments, Fair Value Disclosure | 0 | |
Fair Value, Inputs, Level 2 [Member] | Collateralized Loan Obligations [Member] | Consolidated Variable Interest Entities [Member] | Mezzanine Notes [Member] | ||
Investments, at fair value: | ||
Investments, Fair Value Disclosure | 0 | |
Fair Value, Inputs, Level 2 [Member] | Collateralized Loan Obligations [Member] | Consolidated Variable Interest Entities [Member] | Subordinated Debt [Member] | ||
Investments, at fair value: | ||
Investments, Fair Value Disclosure | 0 | |
Fair Value, Inputs, Level 2 [Member] | First lien, senior secured loans [Member] | Consolidated Variable Interest Entities [Member] | ||
Investments, at fair value: | ||
Investments, Fair Value Disclosure | 0 | |
Fair Value, Inputs, Level 3 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Assets, Fair Value Disclosure | 114,911 | 404,365 |
Cash equivalents | 0 | 0 |
Investments, at fair value: | ||
Investments in affiliates, at net asset value | 0 | 0 |
Fair Value, Inputs, Level 3 [Member] | Consolidated Variable Interest Entities [Member] | ||
Investments, at fair value: | ||
Investments, Fair Value Disclosure | 114,911 | 404,365 |
Liabilities, at fair value: | ||
Liabilities Fair Value Disclosure | 384,901 | |
Fair Value, Inputs, Level 3 [Member] | Consolidated Variable Interest Entities [Member] | Warehouse [Member] | ||
Investments, at fair value: | ||
Investments, Fair Value Disclosure | 50,752 | |
Fair Value, Inputs, Level 3 [Member] | Consolidated Variable Interest Entities [Member] | Notes Payable of Consolidated CLOs [Member] | ||
Liabilities, at fair value: | ||
Liabilities Fair Value Disclosure | 384,901 | |
Fair Value, Inputs, Level 3 [Member] | Collateralized Loan Obligations [Member] | Consolidated Variable Interest Entities [Member] | ||
Investments, at fair value: | ||
Investments, Fair Value Disclosure | 15,036 | |
Fair Value, Inputs, Level 3 [Member] | Collateralized Loan Obligations [Member] | Consolidated Variable Interest Entities [Member] | Senior Notes [Member] | ||
Investments, at fair value: | ||
Investments, Fair Value Disclosure | 34,588 | |
Fair Value, Inputs, Level 3 [Member] | Collateralized Loan Obligations [Member] | Consolidated Variable Interest Entities [Member] | Mezzanine Notes [Member] | ||
Investments, at fair value: | ||
Investments, Fair Value Disclosure | 24,695 | |
Fair Value, Inputs, Level 3 [Member] | Collateralized Loan Obligations [Member] | Consolidated Variable Interest Entities [Member] | Subordinated Debt [Member] | ||
Investments, at fair value: | ||
Investments, Fair Value Disclosure | $ 4,876 | |
Fair Value, Inputs, Level 3 [Member] | Collateralized Loan Obligations [Member] | Consolidated Variable Interest Entities [Member] | Notes Payable of Consolidated CLOs [Member] | ||
Liabilities, at fair value: | ||
Liabilities Fair Value Disclosure | 384,901 | |
Fair Value, Inputs, Level 3 [Member] | First lien, senior secured loans [Member] | Consolidated Variable Interest Entities [Member] | ||
Investments, at fair value: | ||
Investments, Fair Value Disclosure | $ 389,329 |
Fair Value Measurements (Deta47
Fair Value Measurements (Details 1) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Total investments, at fair value (Beginning Balance) | $ 404,365 | $ 30,509 |
Total investments, at fair value, Initial Consolidation and Effect of Deconsolidation | (385,848) | 361,399 |
Total investments, at fair value, Purchases/Issuances | 416,960 | 143,594 |
Total investments, at fair value, Sales/Redemptions/Settlements | (323,553) | (137,144) |
Total investments, at fair value, Total Realized and Change in Unrealized Gains (Losses) | 1,551 | 5,783 |
Total investments, at fair value, Amortization of Discounts/Premiums | 1,436 | 224 |
Total investments, at fair value, Transfers to (from) Level 3 | 0 | 0 |
Total investments, at fair value (Ending Balance) | 114,911 | 404,365 |
Total investments, at fair value, Assets Measured on Recurring Basis, Change in Unrealized Gains/Losses Relating to Assets and Liabilities Still Held | 807 | 5,381 |
Total liabilities, at fair value (Beginning Balance) | 394,901 | 0 |
Total liabilities, at fair value, Effect of Initial Consolidation and deconsolidation | (376,539) | 375,747 |
Total liabilities, at fair value, Purchases/Issuances | 0 | 0 |
Total liabilities, at fair value, Sales/Redemptions/Settlements | 0 | 0 |
Total liabilities, at fair value, Total Realized and Change in Unrealized Gains (Losses) | (8,362) | 9,154 |
Total liabilities, at fair value, Amortization of Discounts/Premiums | 0 | 0 |
Total liabilities, at fair value, Transfers to (from) Level 3 | 0 | 0 |
Total liabilities, at fair value (Ending Balance) | 0 | 394,901 |
Total liabilities, at fair value, Assets Measured on Recurring Basis, Change in Unrealized Gains/Losses Relating to Assets and Liabilities Still Held | 0 | 9,154 |
Warehouse [Member] | ||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Total investments, at fair value (Beginning Balance) | 15,036 | |
Total investments, at fair value, Initial Consolidation and Effect of Deconsolidation | 0 | |
Total investments, at fair value, Purchases/Issuances | 118,700 | |
Total investments, at fair value, Sales/Redemptions/Settlements | (88,385) | |
Total investments, at fair value, Total Realized and Change in Unrealized Gains (Losses) | 5,401 | |
Total investments, at fair value, Amortization of Discounts/Premiums | 0 | |
Total investments, at fair value, Transfers to (from) Level 3 | 0 | |
Total investments, at fair value (Ending Balance) | 50,752 | 15,036 |
Total investments, at fair value, Assets Measured on Recurring Basis, Change in Unrealized Gains/Losses Relating to Assets and Liabilities Still Held | 752 | |
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 | 0 |
Total liabilities, at fair value, Effect of Initial Consolidation and deconsolidation | (376,539) | 375,747 |
Total liabilities, at fair value, Purchases/Issuances | 0 | 0 |
Total liabilities, at fair value, Sales/Redemptions/Settlements | 0 | 0 |
Total liabilities, at fair value, Total Realized and Change in Unrealized Gains (Losses) | (8,362) | 9,154 |
Total liabilities, at fair value, Amortization of Discounts/Premiums | 0 | 0 |
Total liabilities, at fair value, Transfers to (from) Level 3 | 0 | 0 |
Total liabilities, at fair value (Ending Balance) | 0 | 384,901 |
Total liabilities, at fair value, Assets Measured on Recurring Basis, Change in Unrealized Gains/Losses Relating to Assets and Liabilities Still Held | 0 | 9,154 |
First lien, senior secured loans [Member] | ||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Total investments, at fair value (Beginning Balance) | 389,329 | 0 |
Total investments, at fair value, Initial Consolidation and Effect of Deconsolidation | (385,848) | 361,399 |
Total investments, at fair value, Purchases/Issuances | 231,203 | 118,594 |
Total investments, at fair value, Sales/Redemptions/Settlements | (231,296) | (97,144) |
Total investments, at fair value, Total Realized and Change in Unrealized Gains (Losses) | (4,236) | 6,256 |
Total investments, at fair value, Amortization of Discounts/Premiums | 848 | 224 |
Total investments, at fair value, Transfers to (from) Level 3 | 0 | 0 |
Total investments, at fair value (Ending Balance) | 0 | 389,329 |
Total investments, at fair value, Assets Measured on Recurring Basis, Change in Unrealized Gains/Losses Relating to Assets and Liabilities Still Held | 0 | 5,345 |
ZAIS CLO 6, Limited - Warehouse [Member] | ||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Total investments, at fair value (Beginning Balance) | 15,036 | 0 |
Total investments, at fair value, Initial Consolidation and Effect of Deconsolidation | 0 | |
Total investments, at fair value, Purchases/Issuances | 15,000 | |
Total investments, at fair value, Sales/Redemptions/Settlements | 0 | |
Total investments, at fair value, Total Realized and Change in Unrealized Gains (Losses) | 36 | |
Total investments, at fair value, Amortization of Discounts/Premiums | 0 | |
Total investments, at fair value, Transfers to (from) Level 3 | 0 | |
Total investments, at fair value (Ending Balance) | 15,036 | |
Total investments, at fair value, Assets Measured on Recurring Basis, Change in Unrealized Gains/Losses Relating to Assets and Liabilities Still Held | 36 | |
Collateralized Loan Obligations [Member] | Senior Notes [Member] | ||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Total investments, at fair value (Beginning Balance) | 0 | |
Total investments, at fair value, Initial Consolidation and Effect of Deconsolidation | 0 | |
Total investments, at fair value, Purchases/Issuances | 34,350 | |
Total investments, at fair value, Sales/Redemptions/Settlements | 0 | |
Total investments, at fair value, Total Realized and Change in Unrealized Gains (Losses) | (155) | |
Total investments, at fair value, Amortization of Discounts/Premiums | 393 | |
Total investments, at fair value, Transfers to (from) Level 3 | 0 | |
Total investments, at fair value (Ending Balance) | 34,588 | 0 |
Total investments, at fair value, Assets Measured on Recurring Basis, Change in Unrealized Gains/Losses Relating to Assets and Liabilities Still Held | (154) | |
Collateralized Loan Obligations [Member] | Mezzanine Notes [Member] | ||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Total investments, at fair value (Beginning Balance) | 0 | |
Total investments, at fair value, Initial Consolidation and Effect of Deconsolidation | 0 | |
Total investments, at fair value, Purchases/Issuances | 24,166 | |
Total investments, at fair value, Sales/Redemptions/Settlements | 0 | |
Total investments, at fair value, Total Realized and Change in Unrealized Gains (Losses) | (53) | |
Total investments, at fair value, Amortization of Discounts/Premiums | 582 | |
Total investments, at fair value, Transfers to (from) Level 3 | 0 | |
Total investments, at fair value (Ending Balance) | 24,695 | 0 |
Total investments, at fair value, Assets Measured on Recurring Basis, Change in Unrealized Gains/Losses Relating to Assets and Liabilities Still Held | (53) | |
Collateralized Loan Obligations [Member] | Subordinated notes [Member] | ||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Total investments, at fair value (Beginning Balance) | 0 | |
Total investments, at fair value, Initial Consolidation and Effect of Deconsolidation | 0 | |
Total investments, at fair value, Purchases/Issuances | 8,541 | |
Total investments, at fair value, Sales/Redemptions/Settlements | (3,872) | |
Total investments, at fair value, Total Realized and Change in Unrealized Gains (Losses) | 594 | |
Total investments, at fair value, Amortization of Discounts/Premiums | (387) | |
Total investments, at fair value, Transfers to (from) Level 3 | 0 | |
Total investments, at fair value (Ending Balance) | 4,876 | 0 |
Total investments, at fair value, Assets Measured on Recurring Basis, Change in Unrealized Gains/Losses Relating to Assets and Liabilities Still Held | 262 | |
ZAIS CLO 5, Limited - Warehouse [Member] | ||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Total investments, at fair value (Beginning Balance) | $ 0 | 30,509 |
Total investments, at fair value, Initial Consolidation and Effect of Deconsolidation | 0 | |
Total investments, at fair value, Purchases/Issuances | 10,000 | |
Total investments, at fair value, Sales/Redemptions/Settlements | (40,000) | |
Total investments, at fair value, Total Realized and Change in Unrealized Gains (Losses) | (509) | |
Total investments, at fair value, Amortization of Discounts/Premiums | 0 | |
Total investments, at fair value, Transfers to (from) Level 3 | 0 | |
Total investments, at fair value (Ending Balance) | 0 | |
Total investments, at fair value, Assets Measured on Recurring Basis, Change in Unrealized Gains/Losses Relating to Assets and Liabilities Still Held | $ 0 |
Fair Value Measurements (Deta48
Fair Value Measurements (Details 2) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Collateralized Loan Obligations [Member] | ||
Fair Value Assets and Liabilities Significant Unobservable Inputs [Line Items] | ||
Investments, Fair Value Disclosure | $ 5,150 | $ 272 |
Consolidated Variable Interest Entities [Member] | ||
Fair Value Assets and Liabilities Significant Unobservable Inputs [Line Items] | ||
Investments, Fair Value Disclosure | 114,911 | 404,365 |
Liabilities Fair Value Disclosure | 384,901 | |
Consolidated Variable Interest Entities [Member] | Notes Payable of Consolidated CLOs [Member] | ||
Fair Value Assets and Liabilities Significant Unobservable Inputs [Line Items] | ||
Liabilities Fair Value Disclosure | 384,901 | |
Consolidated Variable Interest Entities [Member] | Collateralized Loan Obligations [Member] | ||
Fair Value Assets and Liabilities Significant Unobservable Inputs [Line Items] | ||
Investments, Fair Value Disclosure | 15,036 | |
Fair Value, Inputs, Level 3 [Member] | Consolidated Variable Interest Entities [Member] | ||
Fair Value Assets and Liabilities Significant Unobservable Inputs [Line Items] | ||
Investments, Fair Value Disclosure | 114,911 | 404,365 |
Liabilities Fair Value Disclosure | 384,901 | |
Fair Value, Inputs, Level 3 [Member] | Consolidated Variable Interest Entities [Member] | Notes Payable of Consolidated CLOs [Member] | ||
Fair Value Assets and Liabilities Significant Unobservable Inputs [Line Items] | ||
Liabilities Fair Value Disclosure | 384,901 | |
Fair Value, Inputs, Level 3 [Member] | Consolidated Variable Interest Entities [Member] | Collateralized Loan Obligations [Member] | ||
Fair Value Assets and Liabilities Significant Unobservable Inputs [Line Items] | ||
Investments, Fair Value Disclosure | $ 15,036 | |
Fair Value Measurements, Valuation Techniques | Cost plus excess spread | |
Fair Value Measurements Unobservable Input Description | Excess spread | |
Fair Value Input Reinvestment Spread Percentage Description | 0.2% | |
Fair Value, Inputs, Level 3 [Member] | Consolidated Variable Interest Entities [Member] | Collateralized Loan Obligations [Member] | Notes Payable of Consolidated CLOs [Member] | ||
Fair Value Assets and Liabilities Significant Unobservable Inputs [Line Items] | ||
Liabilities Fair Value Disclosure | $ 384,901 | |
Fair Value Measurements, Valuation Techniques | Measurement Alternative | |
Fair Value Measurements Unobservable Input Description | Not applicable | |
Fair Value Input Reinvestment Spread Percentage Description | Not applicable | |
Fair Value, Inputs, Level 3 [Member] | Minimum [Member] | Consolidated Variable Interest Entities [Member] | Collateralized Loan Obligations [Member] | ||
Fair Value Assets and Liabilities Significant Unobservable Inputs [Line Items] | ||
Fair Value Input Interest Rate | 0.20% | |
Fair Value, Inputs, Level 3 [Member] | Minimum [Member] | Consolidated Variable Interest Entities [Member] | Collateralized Loan Obligations [Member] | Notes Payable of Consolidated CLOs [Member] | ||
Fair Value Assets and Liabilities Significant Unobservable Inputs [Line Items] | ||
Fair Value Input Interest Rate | 0.00% | |
Fair Value, Inputs, Level 3 [Member] | Maximum [Member] | Consolidated Variable Interest Entities [Member] | Collateralized Loan Obligations [Member] | ||
Fair Value Assets and Liabilities Significant Unobservable Inputs [Line Items] | ||
Fair Value Input Interest Rate | 0.20% | |
Fair Value, Inputs, Level 3 [Member] | Maximum [Member] | Consolidated Variable Interest Entities [Member] | Collateralized Loan Obligations [Member] | Notes Payable of Consolidated CLOs [Member] | ||
Fair Value Assets and Liabilities Significant Unobservable Inputs [Line Items] | ||
Fair Value Input Interest Rate | 0.00% | |
Fair Value, Inputs, Level 3 [Member] | Weighted Average [Member] | Consolidated Variable Interest Entities [Member] | Collateralized Loan Obligations [Member] | ||
Fair Value Assets and Liabilities Significant Unobservable Inputs [Line Items] | ||
Fair Value Input Interest Rate | 0.20% | |
Fair Value, Inputs, Level 3 [Member] | Weighted Average [Member] | Consolidated Variable Interest Entities [Member] | Collateralized Loan Obligations [Member] | Notes Payable of Consolidated CLOs [Member] | ||
Fair Value Assets and Liabilities Significant Unobservable Inputs [Line Items] | ||
Fair Value Input Interest Rate | 0.00% | |
Cost plus excess spread [Member] | Fair Value, Inputs, Level 3 [Member] | Consolidated Variable Interest Entities [Member] | Collateralized Loan Obligations [Member] | ||
Fair Value Assets and Liabilities Significant Unobservable Inputs [Line Items] | ||
Investments, Fair Value Disclosure | $ 50,752 | |
Fair Value Measurements, Valuation Techniques | Cost plus excess spread | |
Fair Value Measurements Unobservable Input Description | Excess spread | |
Cost plus excess spread [Member] | Fair Value, Inputs, Level 3 [Member] | Minimum [Member] | Consolidated Variable Interest Entities [Member] | Collateralized Loan Obligations [Member] | ||
Fair Value Assets and Liabilities Significant Unobservable Inputs [Line Items] | ||
Fair Value Input Interest Rate | 1.50% | |
Cost plus excess spread [Member] | Fair Value, Inputs, Level 3 [Member] | Maximum [Member] | Consolidated Variable Interest Entities [Member] | Collateralized Loan Obligations [Member] | ||
Fair Value Assets and Liabilities Significant Unobservable Inputs [Line Items] | ||
Fair Value Input Interest Rate | 1.50% | |
Cost plus excess spread [Member] | Fair Value, Inputs, Level 3 [Member] | Weighted Average [Member] | Consolidated Variable Interest Entities [Member] | Collateralized Loan Obligations [Member] | ||
Fair Value Assets and Liabilities Significant Unobservable Inputs [Line Items] | ||
Fair Value Input Interest Rate | 1.50% | |
Cost plus excess spread [Member] | Fair Value, Inputs, Level 3 [Member] | Collateralized Debt Obligations [Member] | ||
Fair Value Assets and Liabilities Significant Unobservable Inputs [Line Items] | ||
Fair Value Input Reinvestment Spread Percentage Description | 1.5% |
Variable Interest Entities (Det
Variable Interest Entities (Details) - USD ($) $ in Millions | Dec. 31, 2017 | Oct. 11, 2017 |
ZAIS Group [Member] | ||
Equity Method Investment, Ownership Percentage | 13.33% | 51.00% |
Capitalization, Long-term Debt and Equity | $ 20 | $ 51 |
Equity Method Investments | 7 | 26.6 |
Remaining Capital Requirements, Equity Method Investments | $ 13 | $ 24.4 |
Non-ZAIS Partner [Member] | ||
Equity Method Investment, Ownership Percentage | 86.67% | 49.00% |
Capitalization, Long-term Debt and Equity | $ 130 | $ 49 |
Equity Method Investments | 45.2 | 25.6 |
Remaining Capital Requirements, Equity Method Investments | $ 84.8 | $ 23.4 |
Variable Interest Entities (D50
Variable Interest Entities (Details 1) $ in Thousands | 12 Months Ended |
Dec. 31, 2017USD ($) | |
Unfunded capital commitments, Beginning | $ 97,849 |
Capital contributions | 10,000 |
Unfunded capital commitments, Ending | 87,849 |
Noncontrolling Interest [Member] | |
Unfunded capital commitments, Beginning | 84,802 |
Capital contributions | 8,667 |
Unfunded capital commitments, Ending | 76,135 |
ZAIS Group [Member] | |
Unfunded capital commitments, Beginning | 13,047 |
Capital contributions | 1,333 |
Unfunded capital commitments, Ending | $ 11,714 |
Variable Interest Entities (D51
Variable Interest Entities (Details 2) | Dec. 31, 2017 | Oct. 12, 2017 |
Zephyr A 6 [Member] | ||
Percentage of Senior Fee Payable | 0.20% | 0.15% |
Variable Interest Entities (D52
Variable Interest Entities (Details 3) - Collateralized Debt Obligations [Member] $ in Thousands | Dec. 31, 2017USD ($) | [1] |
Assets Sold under Agreements to Repurchase, Carrying Amount | $ 45,943 | |
Senior Debt Tranches [Member] | ||
Assets Sold under Agreements to Repurchase, Carrying Amount | 34,431 | |
Mezzanine Debt Tranches [Member] | ||
Assets Sold under Agreements to Repurchase, Carrying Amount | $ 11,512 | |
[1] | Maturities are set to match the maturities of the underlying collateral and are greater than one year. |
Variable Interest Entities (D53
Variable Interest Entities (Details 4) - Master Repurchase Agreement [Member] | Dec. 31, 2017USD ($) | |
Gross amounts of recognized assets (liabilities) | $ (45,943) | |
Gross amounts offset in the Consolidated Statements of Financial Condition | 0 | |
Net amount of assets (liabilities) presented in the Consolidated Statements of Financial Condition | (45,943) | |
Gross amounts not offset in the Consolidated Statements of Financial Condition, Financial Instruments | 45,943 | [1] |
Gross amounts not offset in the Consolidated Statements of Financial Condition, Cash Collateral | 0 | [1] |
Net Amount | $ 0 | |
[1] | The sum of the financial instruments and cash collateral not offset on the Consolidated Statements of Financial Condition may exceed the repurchase balance. Where this is the case, the total amounts reported in these two columns is limited to the balance of the repurchase balance. |
Variable Interest Entities (D54
Variable Interest Entities (Details 5) | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
ZAIS CLO 5 [Member] | ||
Debt Instrument, Maturity Date Range, Start | Oct. 1, 2015 | Oct. 1, 2015 |
Debt Instrument, Offering Date | Sep. 23, 2016 | Sep. 23, 2016 |
Debt Instrument, Maturity Date Range, End | Oct. 26, 2016 | Oct. 26, 2016 |
Debt Instrument, Maturity Date | Oct. 31, 2028 | Oct. 31, 2028 |
ZAIS CLO 6, Limited [Member] | ||
Debt Instrument, Maturity Date Range, Start | Nov. 18, 2016 | Nov. 18, 2016 |
Debt Instrument, Offering Date | May 3, 2017 | May 3, 2017 |
Debt Instrument, Maturity Date Range, End | Jun. 1, 2017 | Jun. 1, 2017 |
Debt Instrument, Maturity Date | Jul. 31, 2029 | Jul. 31, 2029 |
ZAIS CLO 7, Limited [Member] | ||
Debt Instrument, Maturity Date Range, Start | Jun. 12, 2017 | Jun. 12, 2017 |
Debt Instrument, Offering Date | Sep. 11, 2017 | Sep. 11, 2017 |
Debt Instrument, Maturity Date Range, End | Oct. 19, 2017 | Oct. 19, 2017 |
Debt Instrument, Maturity Date | Apr. 30, 2030 | Apr. 30, 2030 |
ZAIS CLO 8 [Member] | ||
Debt Instrument, Maturity Date Range, Start | Oct. 16, 2017 | Oct. 16, 2017 |
Debt Instrument, Offering Date | Feb. 6, 2018 | Feb. 7, 2018 |
Debt Instrument, Maturity Date Range, End | Mar. 8, 2018 | Mar. 8, 2018 |
Debt Instrument, Maturity Date | Apr. 30, 2029 | Apr. 30, 2029 |
Weighted Average [Member] | ZAIS CLO 5 [Member] | ||
Debt Instrument, Interest Rate, Stated Percentage | 5.00% | 5.00% |
Weighted Average [Member] | ZAIS CLO 6, Limited [Member] | ||
Debt Instrument, Interest Rate, Stated Percentage | 5.00% | 5.00% |
Weighted Average [Member] | ZAIS CLO 7, Limited [Member] | ||
Debt Instrument, Interest Rate, Stated Percentage | 6.80% | 6.80% |
Weighted Average [Member] | ZAIS CLO 8 [Member] | ||
Debt Instrument, Interest Rate, Stated Percentage | 5.10% | 5.10% |
Senior Notes And Mezzanine Notes [Member] | ZAIS CLO 5 [Member] | ||
Debt Instrument, Interest Rate, Stated Percentage | 2.10% | 2.10% |
Senior Notes And Mezzanine Notes [Member] | ZAIS CLO 6, Limited [Member] | ||
Debt Instrument, Interest Rate, Stated Percentage | 5.00% | 5.00% |
Senior Notes And Mezzanine Notes [Member] | ZAIS CLO 7, Limited [Member] | ||
Debt Instrument, Interest Rate, Stated Percentage | 7.00% | 7.00% |
Senior Notes And Mezzanine Notes [Member] | ZAIS CLO 8 [Member] | ||
Debt Instrument, Interest Rate, Stated Percentage | 5.10% | 5.10% |
Subordinated Notes [Member] | ZAIS CLO 5 [Member] | ||
Debt Instrument, Interest Rate, Stated Percentage | 31.80% | 31.80% |
Subordinated Notes [Member] | ZAIS CLO 6, Limited [Member] | ||
Debt Instrument, Interest Rate, Stated Percentage | 5.00% | 5.00% |
Subordinated Notes [Member] | ZAIS CLO 7, Limited [Member] | ||
Debt Instrument, Interest Rate, Stated Percentage | 5.00% | 5.00% |
Subordinated Notes [Member] | ZAIS CLO 8 [Member] | ||
Debt Instrument, Interest Rate, Stated Percentage | 5.00% | 5.00% |
Variable Interest Entities (D55
Variable Interest Entities (Details 6) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Gain (Loss) on Investments [Line Items] | ||
Payments to Acquire Interest in Subsidiaries and Affiliates | $ 5,000 | $ 0 |
Warehouse [Member] | ||
Gain (Loss) on Investments [Line Items] | ||
Payments to Acquire Interest in Subsidiaries and Affiliates | 118,700 | 25,000 |
ZAIS CLO 5, Limited [Member] | Warehouse [Member] | ||
Gain (Loss) on Investments [Line Items] | ||
Payments to Acquire Interest in Subsidiaries and Affiliates | 0 | 10,000 |
ZAIS CLO 6, Limited [Member] | Warehouse [Member] | ||
Gain (Loss) on Investments [Line Items] | ||
Payments to Acquire Interest in Subsidiaries and Affiliates | 30,000 | 15,000 |
ZAIS CLO 7, Limited [Member] | Warehouse [Member] | ||
Gain (Loss) on Investments [Line Items] | ||
Payments to Acquire Interest in Subsidiaries and Affiliates | 38,700 | 0 |
ZAIS CLO 8 Limited [Member] | Warehouse [Member] | ||
Gain (Loss) on Investments [Line Items] | ||
Payments to Acquire Interest in Subsidiaries and Affiliates | $ 50,000 | $ 0 |
Variable Interest Entities (D56
Variable Interest Entities (Details 7) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Net Change in unrealized gain or loss and net realized gains | $ 10 | $ 44 |
Total - Net gain (loss) of Consolidated Funds’ investments | 237 | 273 |
Zephyr A-6 [Member] | ||
Distributions of income and gains during the warehouse period upon closing of ZAIS CLOs | 4,685 | 8,806 |
Net Change in unrealized gain or loss and net realized gains | 1,102 | (473) |
Total - Net gain (loss) of Consolidated Funds’ investments | $ 5,787 | $ 8,333 |
Variable Interest Entities (D57
Variable Interest Entities (Details 8) - Notes Payable of Consolidated CLOs [Member] - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Debt Instrument [Line Items] | ||
Unpaid Principal Outstanding | $ 388,030 | |
Fair Value | 384,901 | |
Subordinated Notes [Member] | ||
Debt Instrument [Line Items] | ||
Unpaid Principal Outstanding | 27,635 | |
Fair Value | $ 27,412 | |
Weighted Average Maturity (in Years) | 11 years 9 months 29 days | |
Stated Maturity Dates | Oct. 31, 2028 | |
Senior Secured Notes [Member] | ||
Debt Instrument [Line Items] | ||
Unpaid Principal Outstanding | $ 360,395 | |
Fair Value | $ 357,489 | |
Weighted Average Interest Rate | 2.97% | |
Weighted Average Maturity (in Years) | 11 years 9 months 29 days | |
Stated Maturity Dates | Oct. 31, 2028 |
Variable Interest Entities (D58
Variable Interest Entities (Details 9) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Income and fees receivable | $ 8,863 | $ 8,805 |
Due from Related Parties | 798 | 734 |
Collateralized Loan Obligations [Member] | ||
Income and fees receivable | 1,082 | 380 |
Investments in affiliates, at fair value | 5,150 | 272 |
Due from Related Parties | 24 | 27 |
Assets of Consolidated Variable Interest Entities: | ||
Investments, at fair value | 114,911 | 15,036 |
Maximum exposure to loss | $ 121,167 | $ 15,715 |
Variable Interest Entities (D59
Variable Interest Entities (Details Textual) - USD ($) | Aug. 10, 2017 | Nov. 17, 2017 | Oct. 16, 2017 | Feb. 28, 2017 | Dec. 31, 2017 | 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. | |||||
Proceeds from Divestiture of Businesses and Interests in Affiliates | $ 124,000 | $ 256,000 | ||||
Debt Instrument, Face Amount | $ 200,000,000 | |||||
Payments of Financing Costs | 459,434 | |||||
Debt Related Commitment Fees and Debt Issuance Costs | $ 7,002 | |||||
Fair Value, Assets and Liabilities Measured on Recurring Basis, Gain (Loss) Included in Earnings | $ 1,551,000 | 5,783,000 | ||||
Master Repurchase Agreement [Member] | ||||||
Variable Interest Entity [Line Items] | ||||||
Debt, Weighted Average Interest Rate | 0.50% | |||||
Interest Payable | $ 299,335 | |||||
Zephyr A-6 [Member] | ||||||
Variable Interest Entity [Line Items] | ||||||
Proceeds from Sale of Beneficial Interest in Collateralized Financing Entity | $ 12,100,000 | $ 5,400,000 | ||||
Net Gain Loss on Beneficial Interest of Collateralized Financing Entity | $ 200,000 | |||||
Consolidated Funds [Member] | ||||||
Variable Interest Entity [Line Items] | ||||||
Net Gain Loss on Beneficial Interest of Collateralized Financing Entity | $ 81,000,000 | $ 2,118,000 | $ (842,000) | |||
ZAIS Zephyr A-6, LP [Member] | ||||||
Variable Interest Entity [Line Items] | ||||||
Equity Method Investment, Ownership Percentage | 51.00% | |||||
Capitalization, Long-term Debt and Equity | $ 24,100,000 | |||||
Proceeds from Divestiture of Businesses and Interests in Affiliates | $ 900,000 | |||||
Pledged Assets Separately Reported, Securities Pledged for Repurchase Agreements, at Fair Value | $ 46,100,000 | |||||
Fair Value, Assets and Liabilities Measured on Recurring Basis, Gain (Loss) Included in Earnings | $ 154,100,000 |
Management Fee Income and Inc60
Management Fee Income and Incentive Income (Details) - USD ($) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2017 | Dec. 31, 2016 | |||
Components of Management Fee Income and Incentive Income [Line Items] | ||||
Management Fee Income | $ 15,792 | $ 22,015 | ||
Management Fees, Incentive Revenue | 11,573 | [1],[2],[3] | 9,346 | |
Asset Management Income [Member] | ||||
Components of Management Fee Income and Incentive Income [Line Items] | ||||
Management Fee Income | [1],[3] | 15,792 | 22,015 | |
Incentive Fee Income [Member] | ||||
Components of Management Fee Income and Incentive Income [Line Items] | ||||
Management Fees, Incentive Revenue | [1],[2],[3] | 9,346 | ||
Collateralized Loan Obligations [Member] | Asset Management Income [Member] | ||||
Components of Management Fee Income and Incentive Income [Line Items] | ||||
Management Fee Income | [1],[3] | 4,989 | 1,762 | |
Collateralized Loan Obligations [Member] | Incentive Fee Income [Member] | ||||
Components of Management Fee Income and Incentive Income [Line Items] | ||||
Management Fees, Incentive Revenue | [1],[2],[3] | $ 132 | $ 52 | |
Conditional Management Fees, Based on Net Asset Value, Percentage | [1],[2],[3] | 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],[3] | 0.50% | 0.50% | |
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],[3] | 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],[3] | $ 10,803 | $ 9,748 | |
Funds and accounts [Member] | Incentive Fee Income [Member] | ||||
Components of Management Fee Income and Incentive Income [Line Items] | ||||
Management Fees, Incentive Revenue | [1],[2],[3] | $ 11,441 | $ 9,294 | |
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],[3] | 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],[3] | 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],[3] | 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],[3] | 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] | $ 10,505 | ||
Conditional Management Fees, Based on Net Asset Value, Percentage | [1],[4] | 1.50% | ||
Gross Amount [Member] | Asset Management Income [Member] | ||||
Components of Management Fee Income and Incentive Income [Line Items] | ||||
Management Fee Income | [1],[3] | $ 16,299 | $ 22,271 | |
Gross Amount [Member] | Incentive Fee Income [Member] | ||||
Components of Management Fee Income and Incentive Income [Line Items] | ||||
Management Fees, Incentive Revenue | [1],[2],[3] | 11,573 | 9,346 | |
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],[3] | 5,496 | 1,762 | |
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],[3] | 132 | 52 | |
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],[3] | 10,803 | 10,004 | |
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],[3] | 11,441 | 9,294 | |
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] | 10,505 | ||
Elimination [Member] | ||||
Components of Management Fee Income and Incentive Income [Line Items] | ||||
Management Fee Income | (507) | (256) | ||
Management Fees, Incentive Revenue | 0 | 0 | ||
Elimination [Member] | Asset Management Income [Member] | ||||
Components of Management Fee Income and Incentive Income [Line Items] | ||||
Management Fee Income | [1],[3] | (507) | (256) | |
Elimination [Member] | Incentive Fee Income [Member] | ||||
Components of Management Fee Income and Incentive Income [Line Items] | ||||
Management Fees, Incentive Revenue | [1],[2],[3] | 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],[3] | (507) | 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],[3] | 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],[3] | (256) | ||
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],[3] | $ 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 | ||
[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] | ZAIS Group does not earn management fee income on two ZAIS Managed Entities in which it had made investments that carry first loss risk. ZAIS Group receives distributions of its pro rata share of the gains and losses related to its investments in these ZAIS Managed Entities and incentive income equal to 50% of the net investment gains for the management of these ZAIS Managed Entities. | |||
[4] | On October 31, 2016, the management agreement with ZFC REIT was terminated pursuant to the Termination Agreement. |
Management Fee Income and Inc61
Management Fee Income and Incentive Income (Details 1) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Components of Management Fee Income and Incentive Income [Line Items] | ||
Management fee income | $ 2,837 | $ 1,284 |
Incentive income | 6,026 | 7,521 |
Total | $ 8,863 | $ 8,805 |
Management Fee Income and Inc62
Management Fee Income and Incentive Income (Details 2) - Reabte Fee [Member] $ in Thousands | 12 Months Ended |
Dec. 31, 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 | 1,092 |
Total | 1,092 |
Intersegment Eliminations [Member] | |
Components of Management Fee Income and Incentive Income [Line Items] | |
Rebated Fees | (1,092) |
Total | $ (1,092) |
Management Fee Income and Inc63
Management Fee Income and Incentive Income (Details 3) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Components of Management Fee Income and Incentive Income [Line Items] | ||
Management fee income credit | $ 248 | $ 215 |
Incentive income credit | 2,050 | 2,328 |
Total | $ 2,298 | $ 2,543 |
Management Fee Income and Inc64
Management Fee Income and Incentive Income (Details 4) - Sales Revenue, Net [Member] | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Zais Clos Limited [Member] | ||
Product Information [Line Items] | ||
Concentration Risk, Percentage | 18.30% | 6.20% |
Investors Two [Member] | ||
Product Information [Line Items] | ||
Concentration Risk, Percentage | 51.80% | 30.10% |
Ten Investor [Member] | ||
Product Information [Line Items] | ||
Concentration Risk, Percentage | 69.60% | 42.50% |
Management Fee Income and Inc65
Management Fee Income and Incentive Income (Details Textual) $ in Millions | Oct. 31, 2016USD ($) |
Components of Management Fee Income and Incentive Income [Line Items] | |
Management Fees Receivable Subject To Compromise Early Contract Termination Fees | $ 8 |
Notes Payable (Details)
Notes Payable (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Interest Expense, Debt | $ 0 | $ 9 |
Notes Payable (Details Textual)
Notes Payable (Details Textual) - USD ($) $ in Thousands | Oct. 16, 2017 | Mar. 17, 2015 |
Debt Instrument [Line Items] | ||
Debt Instrument, Face Amount | $ 200,000 | |
Notes Payable, Other Payables [Member] | ||
Debt Instrument [Line Items] | ||
Debt Instrument, Face Amount | $ 1,250 |
Compensation (Details)
Compensation (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Salaries | $ 9,307 | $ 10,727 |
Bonus | 11,769 | 13,665 |
Commissions | 0 | 3 |
Severance | 72 | 995 |
Equity-Based Compensation | 1,307 | 4,089 |
Payroll taxes and benefits | 1,568 | 1,901 |
Total | $ 24,023 | $ 31,380 |
Compensation (Details 1)
Compensation (Details 1) $ in Thousands | Dec. 31, 2017USD ($) |
2,018 | $ 9,647 |
2,019 | 1,360 |
2,020 | 1,360 |
2,021 | 903 |
Total | $ 13,270 |
Compensation (Details 2)
Compensation (Details 2) - USD ($) | 12 Months Ended | |
Dec. 31, 2017 | Mar. 22, 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 paid 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 3)
Compensation (Details 3) - $ / shares | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
B-0 Units, Beginning Balance | 0 | 1,337,486 |
B-0 Units, Granted | 0 | 100,000 |
B-0 Units, Forfeited | 0 | (404,253) |
B-0 Units, Cancelled pursuant to the Proposal | 0 | (1,033,233) |
B-0 Units, Ending Balance | 0 | 0 |
Weighted Average Grant Date Fair Value per Unit, Beginning Balance | $ 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 | 9.59 |
Weighted Average Grant Date Fair Value per Unit, Cancelled pursuant to the Proposal | 0 | 9.37 |
Weighted Average Grant Date Fair Value per Unit, Ending Balance | $ 0 | $ 0 |
Compensation (Details 4)
Compensation (Details 4) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Class B-O Units [Member] | ||
Share-based Compensation | $ 1,059 | $ 3,964 |
Compensation (Details 5)
Compensation (Details 5) | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Estimated forfeiture rate | 0.00% | 31.00% |
Compensation (Details 6)
Compensation (Details 6) - Restricted Stock Units (RSUs) [Member] - $ / shares | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Number of RSUs Issued | 103,683 | 1,004,947 | |
Fair Value per RSU on Grant Date | $ 2.77 | $ 8.60 | $ 9.85 |
Non Employee Directors [Member] | |||
Number of RSUs Issued | 103,683 | 105,273 | |
Non Employee Directors [Member] | 30 April,2015 First Grant [Member] | |||
Number of RSUs Issued | 10,000 | ||
Fair Value per RSU on Grant Date | $ 9.85 | ||
RSU Vesting Date | Apr. 21, 2016 | ||
Non Employee Directors [Member] | 30 April,2015 Second Grant [Member] | |||
Number of RSUs Issued | 20,000 | ||
Fair Value per RSU on Grant Date | $ 9.85 | ||
RSU Vesting Date | Apr. 30, 2016 | ||
Non Employee Directors [Member] | 21 April, 2016 [Member] | |||
Number of RSUs Issued | 30,942 | ||
Fair Value per RSU on Grant Date | $ 3.22 | ||
RSU Vesting Date | Apr. 21, 2017 | ||
Non Employee Directors [Member] | 1 November, 2016 [Member] | |||
Number of RSUs Issued | 74,331 | ||
Fair Value per RSU on Grant Date | $ 1.73 | ||
RSU Vesting Date | Nov. 1, 2017 | ||
Non Employee Directors [Member] | 9 May, 2017 [Member] | |||
Number of RSUs Issued | 63,219 | ||
Fair Value per RSU on Grant Date | $ 2.19 | ||
RSU Vesting Date | May 9, 2018 | ||
Non Employee Directors [Member] | 7 November, 2017 [Member] | |||
Number of RSUs Issued | 40,464 | ||
Fair Value per RSU on Grant Date | $ 3.67 | ||
RSU Vesting Date | Nov. 7, 2018 |
Compensation (Details 7)
Compensation (Details 7) - Restricted Stock Units (RSUs) [Member] - $ / shares | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
RSUs, Beginning Balance | 1,004,947 | 30,000 |
RSUs, Granted | 103,683 | 1,004,947 |
RSUs, Vested | (1,004,947) | (30,000) |
RSUs, Ending Balance | 103,683 | 1,004,947 |
Weighted Average Grant Date Fair Value per Unit, Beginning Balance | $ 8.60 | $ 9.85 |
Weighted Average Grant Date Fair Value per Unit, Forfeited | 2.77 | 8.60 |
Weighted Average Grant Date Fair Value per Unit, Vested | 8.58 | 9.85 |
Weighted Average Grant Date Fair Value per Unit, Ending Balance | $ 2.77 | $ 8.60 |
Capital Unit, Class B [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
RSUs, Granted | 0 | 899,674 |
Weighted Average Grant Date Fair Value per Unit, Forfeited | $ 0 | $ 9.33 |
Non Employee Directors [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
RSUs, Granted | 103,683 | 105,273 |
Weighted Average Grant Date Fair Value per Unit, Granted | $ 2.77 | $ 2.37 |
Compensation (Details 8)
Compensation (Details 8) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Restricted Stock Units (RSUs) [Member] | ||
Share-based Compensation | $ 248 | $ 125 |
Compensation (Details 9)
Compensation (Details 9) - Restricted Stock Units (RSUs) [Member] - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Number of RSUs Outstanding | 103,683 | 1,004,947 | 30,000 |
Remaining Expense | $ 176 | ||
Nine May, Two Thousand Seventeen [Member] | |||
Number of RSUs Outstanding | 63,219 | ||
Remaining Expense | $ 49 | ||
Remaining Vesting Period | 4 months 6 days | ||
Seven November Two Thousand Seventeen [Member] | |||
Number of RSUs Outstanding | 40,464 | ||
Remaining Expense | $ 127 | ||
Remaining Vesting Period | 10 months 6 days |
Compensation (Details Textual)
Compensation (Details Textual) | 1 Months Ended | 12 Months Ended | 13 Months Ended | |||||||||
Feb. 28, 2018USD ($) | Mar. 17, 2017USD ($)shares | Feb. 28, 2017USD ($) | Feb. 27, 2017USD ($) | Dec. 31, 2017USD ($)shares | Dec. 31, 2016USD ($)shares | Sep. 30, 2018USD ($) | Nov. 07, 2017USD ($) | Jun. 30, 2017USD ($) | Apr. 05, 2017USD ($) | Mar. 22, 2017USD ($) | Mar. 29, 2016USD ($) | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||
Payments to Employees | $ 500,000 | |||||||||||
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 | ||||||||||
Adjustments to Additional Paid in Capital, Wage Withholding Requirement from Share-based Compensation | $ 800,000 | |||||||||||
Retention Payable | $ 500,000 | $ 1,500,000 | ||||||||||
Legal Fees | 992,000 | $ 0 | ||||||||||
Bonus And Guarantee Agreements [Member] | ||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||
Employee-related Liabilities | $ 400,000 | |||||||||||
Labor and Related Expense | 9,200,000 | |||||||||||
Howard Steinberg [Member] | ||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||
Payments for Other Fees | $ 450,000 | |||||||||||
Legal Fees | $ 450,000 | $ 3,450 | ||||||||||
Chief Executive Officer [Member] | ||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||
Retention Payable | $ 500,000 | |||||||||||
Payments for Other Fees | $ 1,000,000 | |||||||||||
Chief Executive Officer [Member] | Subsequent Event [Member] | ||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||
Payments for Other Fees | $ 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, Plan Modification, Number of Employees Affected | 28 | |||||||||||
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 | |||||||||||
Class B-O Units [Member] | ||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Authorized | shares | 1,600,000 | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Plan Modification, Description and Terms | either (a) 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 $1.92, which was the average of the daily closing prices of Class A Common Stock of ZAIS for the three calendar months ended November 30, 2016 (the Proposal). | |||||||||||
Restricted Stock Units (RSUs) [Member] | ||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period | shares | 103,683 | 1,004,947 | ||||||||||
Restricted Stock Units (RSUs) [Member] | Class B-O Units [Member] | ||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period | shares | 0 | 899,674 | ||||||||||
Bonus Agreement [Member] | ||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||
Bonus Award Percentage | 30.00% |
Income Taxes (Details)
Income Taxes (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Current provision: | ||
Federal | $ 0 | $ 0 |
State and local | 0 | 0 |
Foreign | 22 | (5) |
Total current (benefit) expense | 22 | (5) |
Deferred provision: | ||
Federal | 0 | 0 |
State and local | 0 | 0 |
Foreign | 0 | 0 |
Total deferred (benefit) expense | 0 | 0 |
Total income tax (benefit) expense | $ 22 | $ (5) |
Income Taxes (Details 1)
Income Taxes (Details 1) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Income tax (benefit) expense at the U.S. federal statutory income tax rate | $ (408) | $ (1,288) |
State and local income tax, net of federal benefit | (249) | (290) |
Foreign tax | 22 | (5) |
Effect of permanent differences | 275 | 6 |
Income attributable to non-controlling interests in Consolidated Funds not subject to tax | (1,854) | |
Income attributable to non-controlling interests in ZGP not subject to tax | 754 | |
Equity compensation shortfall adjustment | 1,903 | 56 |
Remeasurement of deferred tax balances due to rate change | 2,012 | 42 |
Provision to return adjustment | 1 | 54 |
Valuation allowance | (2,434) | 1,888 |
Total | 22 | (5) |
Consolidated Funds [Member] | ||
Income attributable to non-controlling interests in Consolidated Funds not subject to tax | (1,192) | |
ZAIS Group, LLC [Member] | ||
Income attributable to non-controlling interests in ZGP not subject to tax | 724 | |
Total | $ 22 | $ (5) |
Income Taxes (Details 2)
Income Taxes (Details 2) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Deferred tax assets: | ||
Net operating losses | $ 3,473 | $ 3,104 |
Equity compensation | 13 | 2,277 |
Start-up costs | 378 | 591 |
Unrealized loss on investments and other temporary differences | 658 | 984 |
Total deferred tax assets | 4,522 | 6,956 |
Valuation allowance | (4,522) | (6,956) |
Total deferred tax assets (net of valuation allowance) | 0 | 0 |
Deferred tax liabilities: | ||
Unrealized gain on investments and other temporary differences | 0 | 0 |
Total deferred tax liabilities | 0 | 0 |
Total net deferred tax assets (liabilities) | $ 0 | $ 0 |
Income Taxes (Details 3)
Income Taxes (Details 3) $ in Thousands | Dec. 31, 2017USD ($) |
Income Tax [Line Items] | |
Deferred Tax Assets, Operating Loss Carryforwards, Subject to Expiration | $ 12,672 |
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 | 1,703 |
Expiration Date Six [Member] | |
Income Tax [Line Items] | |
Deferred Tax Assets, Operating Loss Carryforwards, Subject to Expiration | $ 4,773 |
Income Taxes (Details Textual)
Income Taxes (Details Textual) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Income Tax [Line Items] | |||
Effective Income Tax Rate Reconciliation, at Federal Statutory Income Tax Rate, Percent | 35.00% | 34.00% | |
Valuation Allowance, Deferred Tax Asset, Increase (Decrease), Amount | $ 2 | ||
Scenario, Plan [Member] | |||
Income Tax [Line Items] | |||
Effective Income Tax Rate Reconciliation, at Federal Statutory Income Tax Rate, Percent | 21.00% |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 | |
Related Party Transaction [Line Items] | |||
Capital | $ 12,610 | [1] | $ 21,713 |
[1] | In order to finance the purchase of the Company’s Class A Common Stock pursuant to the Share Purchase Agreement, Mr. Zugel and various trusts for which relatives of Mr. Zugel are the beneficiaries have submitted a redemption request to redeem approximately $4.3 million (value date of December 31, 2017) of interests effective March 31, 2018 from the Domestic Feeder. The capital balances presented have not been reduced to account for this redemption request. At December 31, 2017, Mr. Zugel and the various trusts redeemed approximately $5.5 million from the Domestic Feeder. |
Related Party Transactions (D85
Related Party Transactions (Details 1) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Related Party Transaction [Line Items] | ||
Due from Related Parties | $ 798 | $ 734 |
Zais Clo 1 Zais Clo 2 [Member] | ||
Related Party Transaction [Line Items] | ||
Due from Related Parties | $ 296,413 | $ 560,272 |
Related Party Transactions (D86
Related Party Transactions (Details 2) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Related Party Transaction [Line Items] | ||
Due from Related Parties | $ 798 | $ 734 |
ZAIS Managed Entities [Member] | ||
Related Party Transaction [Line Items] | ||
Due from Related Parties | 798 | 698 |
ZAIS Managed Entities [Member] | Research Costs [Member] | ||
Related Party Transaction [Line Items] | ||
Due from Related Parties | 464 | 581 |
ZAIS Managed Entities [Member] | Other Direct Costs [Member] | ||
Related Party Transaction [Line Items] | ||
Due from Related Parties | $ 334 | $ 117 |
Related Party Transactions (D87
Related Party Transactions (Details 3) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Mr. Ramsey [Member] | General and Administrative Expense [Member] | ||
Related Party Transaction [Line Items] | ||
Consulting Fees Expenses | $ 105 | $ 500 |
Related Party Transactions (D88
Related Party Transactions (Details 4) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Ms. Rohan [Member] | General and Administrative Expense [Member] | ||
Related Party Transaction [Line Items] | ||
Consulting Fees Expenses | $ 96 | $ 101 |
Related Party Transactions (D89
Related Party Transactions (Details 5) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Related Party Transaction [Line Items] | ||
Due from Related Parties | $ 798 | $ 734 |
Zais Employee Loans [Member] | ||
Related Party Transaction [Line Items] | ||
Due from Related Parties | $ 17 | $ 16 |
Related Party Transactions (D90
Related Party Transactions (Details Textual) - USD ($) | 3 Months Ended | 12 Months Ended |
May 31, 2017 | Dec. 31, 2017 | |
Related Party Transaction [Line Items] | ||
Operating Leases, Rent Expense, Minimum Rentals | $ 5,300 | |
ZAIS Managed Entities and Other Related Parties [Member] | Common Class A [Member] | ||
Related Party Transaction [Line Items] | ||
Common Stock, Value Requested for Redemption by Beneficiaries | $ 4,300,000 | |
Stock Redeemed or Called During Period, Value | 5,500,000 | |
ZAIS Managed Entities [Member] | Mr. Ramsey [Member] | ||
Related Party Transaction [Line Items] | ||
Consulting Fees | 500,000 | |
ZAIS Managed Entities [Member] | Ms. Rohan [Member] | ||
Related Party Transaction [Line Items] | ||
Consulting Fees | $ 96,000 |
Property and Equipment (Details
Property and Equipment (Details) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Property, Plant and Equipment [Line Items] | ||
Office equipment | $ 3,277 | $ 3,098 |
Leasehold improvements | 606 | 684 |
Furniture and fixtures | 573 | 572 |
Software | 412 | 409 |
Property, Plant and Equipment, Gross | 4,868 | 4,763 |
Less accumulated depreciation and amortization | (4,590) | (4,489) |
Total | $ 278 | $ 274 |
Commitments and Contingencies92
Commitments and Contingencies (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Related Party Transaction, Expenses | $ 154 | $ 181 |
Commitments and Contingencies93
Commitments and Contingencies (Details 1) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Legal Fees | $ 992 | $ 0 |
Commitments and Contingencies94
Commitments and Contingencies (Details 2) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Capital Contribution To Subsidiary | $ 8,287 | $ 20,477 |
Commitments and Contingencies95
Commitments and Contingencies (Details 3) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Operating Leases, Rent Expense | $ 844 | $ 1,006 |
Commitments and Contingencies96
Commitments and Contingencies (Details 4) $ in Thousands | Dec. 31, 2017USD ($) |
Future Minimum Rental Payments For Operating Leases [Line Items] | |
2,018 | $ 472 |
2,019 | 327 |
2,020 | 399 |
2,021 | 406 |
2,022 | 412 |
Thereafter | 951 |
Total | $ 2,967 |
Commitments and Contingencies97
Commitments and Contingencies (Details 6) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
General and Administrative Expense [Member] | ||
Indemnification Claim Expenses | $ 203 | $ 0 |
Commitments and Contingencies98
Commitments and Contingencies (Details Textual) | 1 Months Ended | 12 Months Ended | ||||||
Sep. 27, 2017USD ($) | Feb. 28, 2017USD ($) | Feb. 28, 2017USD ($) | Feb. 27, 2017USD ($) | Sep. 30, 2016USD ($)a | Apr. 22, 2016USD ($) | Dec. 31, 2017USD ($) | Dec. 31, 2016USD ($) | |
Future Minimum Rental Payments For Operating Leases [Line Items] | ||||||||
Other Commitment, Total | $ 20,000,000 | $ 51,000,000 | ||||||
Legal Fees | 992,000 | 0 | ||||||
Proceeds from Insurance Settlement, Operating Activities | $ 1,000,000 | 900,000 | ||||||
Payments For Lease Termination Fee | $ 20,000 | |||||||
Net Rentable Area | a | 2,600 | |||||||
Lessee, Operating Lease, Term of Contract | 84 years | |||||||
Other Assets [Member] | ||||||||
Future Minimum Rental Payments For Operating Leases [Line Items] | ||||||||
Insurance Settlements Receivable | $ 20,000 | |||||||
Berkshire Capital Securities, LLC [Member] | ||||||||
Future Minimum Rental Payments For Operating Leases [Line Items] | ||||||||
Reimbursement Expenses Maximum Limit | $ 750,000 | |||||||
Reimbursement Expenses Maximum Limit Percentage | 2.00% | |||||||
Related Party Transaction, Amounts of Transaction | $ 100,000 | |||||||
Management Fee Expense | $ 15,000 | |||||||
Howard Steinberg [Member] | ||||||||
Future Minimum Rental Payments For Operating Leases [Line Items] | ||||||||
Legal Fees | $ 450,000 | $ 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. Steinbergs failure to perform services, Mr. Steinberg is entitled to a payment of $300,000. | |||||||
Houlihan Lokey Capital, Inc. [Member] | ||||||||
Future Minimum Rental Payments For Operating Leases [Line Items] | ||||||||
Accrued Professional Fees, Current | $ 800,000 | |||||||
Payments for Professional Fees Upon Engagement | 250,000 | |||||||
Payments for Professional Fees Upon Delivery of Opinion | 350,000 | |||||||
Payment for Reimbursement of Expenses | 15,989.95 | |||||||
Business Combination, Contingent Consideration, Liability | 200,000 | |||||||
Non ZAIS Managed CLOs [Member] | ||||||||
Future Minimum Rental Payments For Operating Leases [Line Items] | ||||||||
Loss Contingency, Loss in Period | $ 5,000,000 | |||||||
ZAIS Managed Entities [Member] | Houlihan Lokey Capital, Inc. [Member] | ||||||||
Future Minimum Rental Payments For Operating Leases [Line Items] | ||||||||
Payment for Reimbursement of Expenses | $ 15,990 |
Stockholders_ Equity (Details)
Stockholders’ Equity (Details) - shares | 1 Months Ended | 12 Months Ended | |
Mar. 17, 2017 | Dec. 31, 2017 | Dec. 31, 2016 | |
Common Class A [Member] | |||
Stock Issued During Period, Shares, Restricted Stock Award, Net of Forfeitures | 548,923 | 654,196 | 30,000 |
Stockholders_ Equity (Details 1
Stockholders’ Equity (Details 1) - 2015 Stock Plan [Member] | 12 Months Ended |
Dec. 31, 2017shares | |
Total shares which may be issued pursuant to the plan | 2,080,637 |
Total shares issued through December 31, 2017 | 684,196 |
Total shares available for issuance at December 31, 2017 | 1,396,441 |
Stockholders' Equity (Details T
Stockholders' Equity (Details Textual) - $ / shares | 1 Months Ended | 12 Months Ended | |
Mar. 17, 2017 | Dec. 31, 2017 | Dec. 31, 2016 | |
Stockholder Equity [Line Items] | |||
Preferred Stock, Shares Authorized | 2,000,000 | 2,000,000 | |
Preferred Stock, Par or Stated Value Per Share | $ 0.0001 | $ 0.0001 | |
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 | ||
ZAIS Group Parent, LLC [Member] | |||
Stockholder Equity [Line Items] | |||
Noncontrolling Interest, Ownership Percentage by Parent | 67.50% | 66.50% | |
Minimum [Member] | Capital Unit, Class A [Member] | |||
Stockholder Equity [Line Items] | |||
Average Closing Price Per Share | $ 12.50 | ||
Maximum [Member] | Capital Unit, Class A [Member] | |||
Stockholder Equity [Line Items] | |||
Average Closing Price Per Share | $ 21.50 | ||
Common Class A [Member] | |||
Stockholder Equity [Line Items] | |||
Common Stock, Shares Authorized | 180,000,000 | 180,000,000 | |
Common Stock, Par or Stated Value Per Share | $ 0.0001 | $ 0.0001 | |
Stock Issued During Period, Shares, Restricted Stock Award, Net of Forfeitures | 548,923 | 654,196 | 30,000 |
Common Class B [Member] | |||
Stockholder Equity [Line Items] | |||
Common Stock, Shares Authorized | 20,000,000 | 20,000,000 | |
Common Stock, Par or Stated Value Per Share | $ 0.000001 | $ 0.000001 | |
Stock Issued During Period, Shares, Restricted Stock Award, Net of Forfeitures | 0 | 0 | |
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Authorized | 6,800,000 | ||
Common Class B [Member] | Minimum [Member] | |||
Stockholder Equity [Line Items] | |||
Average Closing Price Per Share | $ 12.50 | ||
Common Class B [Member] | Maximum [Member] | |||
Stockholder Equity [Line Items] | |||
Average Closing Price Per Share | $ 21.50 | ||
Common Class B [Member] | Share-based Compensation Award, Tranche Two [Member] | |||
Stockholder Equity [Line Items] | |||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Authorized | 5,200,000 | ||
Common Class B-0 [Member] | |||
Stockholder Equity [Line Items] | |||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Authorized | 1,600,000 |
Earnings Per Share (Details)
Earnings Per Share (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | ||
Numerator: | |||
Consolidated Net Income (Loss), attributable to ZAIS Group Holdings, Inc. Class A common stockholders (Basic) | $ (4,449) | $ (5,160) | |
Effect of dilutive securities: | |||
Income tax (benefit) expense | [1] | 0 | 0 |
Consolidated Net Income (Loss), attributable to stockholders, after effect of dilutive securities | $ (6,672) | $ (7,766) | |
Denominator: | |||
Weighted average number of shares of Class A Common Stock | 14,369,295 | 13,891,245 | |
Effect of dilutive securities: | |||
Weighted average number of Class A Units | [2] | 7,000,000 | 7,000,000 |
Dilutive number of Class B-0 Units and RSUs | [3] | 0 | 0 |
Diluted weighted average shares outstanding | 21,369,295 | 20,891,245 | |
Consolidated Net Income (Loss), per Class A common share - Basic | $ (0.31) | $ (0.37) | |
Consolidated Net Income (Loss), per Class A common share - Diluted | $ (0.31) | $ (0.37) | |
ZAIS Group Parent, LLC [Member] | |||
Effect of dilutive securities: | |||
Consolidated Net Income (Loss), attributable to non-controlling interests in ZGP | $ (2,223) | $ (2,129) | |
ZAIS REIT Management, LLC [Member] | |||
Effect of dilutive securities: | |||
Less: Consolidated Net (Income) Loss, attributable to ZAIS REIT Management Class B interests | [4] | $ 0 | $ (477) |
[1] | Income tax (benefit) expense is calculated using an assumed tax rate of (54.88)% and 36.56% for the years ended December 31, 2017 and December 31, 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] | 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. | ||
[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] | 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) | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | ||
Earnings Per Share [Line Items] | |||
Income Tax Expense Benefit Percentage | (54.88%) | [1] | 36.56% |
[1] | Income tax (benefit) expense is calculated using an assumed tax rate of (54.88)% and 36.56% for the years ended December 31, 2017 and December 31, 2016, respectively, which is fully offset by a 100% valuation allowance in each year. See Note 9 “Income Taxes” for details surrounding income taxes. |
Supplemental Financial Infor104
Supplemental Financial Information (Details) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 |
Assets | |||
Cash and cash equivalents | $ 41,619 | $ 38,712 | $ 44,351 |
Income and fees receivable | 8,863 | 8,805 | |
Investments in affiliates, at fair value | 10,151 | 5,273 | |
Due from related parties | 798 | 734 | |
Property and equipment, net | 278 | 274 | |
Prepaid expenses | 967 | 906 | |
Other assets | 359 | 348 | |
Total Assets | 187,889 | 514,145 | |
Liabilities | |||
Notes payable | 0 | 1,263 | |
Compensation payable | 9,222 | 7,836 | |
Due to related parties | 31 | 31 | |
Fees payable | 2,171 | 2,439 | |
Liabilities of Consolidated Funds | |||
Other liabilities | 1,285 | 1,127 | |
Total Liabilities | 59,067 | 424,180 | |
Commitments and Contingencies (Note 12) | |||
Equity | |||
Preferred Stock | 0 | 0 | |
Additional paid-in-capital | 64,365 | 63,413 | |
Retained earnings (Accumulated deficit) | (23,414) | (18,965) | |
Accumulated other comprehensive income (loss) | (61) | (70) | |
Total stockholders’ equity, ZAIS Group Holdings, Inc. | 40,891 | 44,379 | |
Non-controlling interests in Consolidated Funds | 68,363 | 23,328 | |
Total Equity | 128,822 | 89,965 | |
Total Liabilities and Equity | 187,889 | 514,145 | |
Variable Interest Entity (VIE) [Member] | |||
Assets | |||
Cash and cash equivalents | 37,080 | ||
Investments, at fair value | 404,365 | ||
Receivable for securities sold | 16,438 | ||
Other assets | 1,210 | ||
Liabilities | |||
Notes payable of consolidated CLO, at fair value | 384,901 | ||
Liabilities of Consolidated Funds | |||
Payable for Securities purchased | 24,462 | ||
Repurchase Agreements | 45,943 | ||
Other liabilities | 415 | 2,121 | |
Consolidating Entries [Member] | |||
Assets | |||
Cash and cash equivalents | 0 | 0 | |
Income and fees receivable | 0 | ||
Investments in affiliates, at fair value | (10,518) | (24,281) | |
Due from related parties | 0 | 0 | |
Property and equipment, net | 0 | 0 | |
Prepaid expenses | 0 | 0 | |
Total Assets | (10,903) | (43,831) | |
Liabilities | |||
Notes payable | 0 | ||
Compensation payable | 0 | 0 | |
Due to related parties | 0 | 0 | |
Fees payable | (385) | 0 | |
Liabilities of Consolidated Funds | |||
Other liabilities | 0 | ||
Total Liabilities | (385) | (19,550) | |
Commitments and Contingencies (Note 12) | |||
Equity | |||
Preferred Stock | 0 | 0 | |
Additional paid-in-capital | 0 | 0 | |
Retained earnings (Accumulated deficit) | 0 | 0 | |
Accumulated other comprehensive income (loss) | 0 | 0 | |
Total stockholders’ equity, ZAIS Group Holdings, Inc. | 0 | 0 | |
Non-controlling interests in Consolidated Funds | (10,518) | (24,281) | |
Total Equity | (10,518) | (24,281) | |
Total Liabilities and Equity | (10,903) | (43,831) | |
Consolidating Entries [Member] | Variable Interest Entity (VIE) [Member] | |||
Assets | |||
Investments, at fair value | (19,506) | ||
Other assets | (385) | (44) | |
Liabilities | |||
Notes payable of consolidated CLO, at fair value | (19,506) | ||
Liabilities of Consolidated Funds | |||
Payable for Securities purchased | 0 | ||
Repurchase Agreements | 0 | ||
Other liabilities | 0 | (44) | |
ZAIS [Member] | |||
Assets | |||
Cash and cash equivalents | 41,619 | 38,712 | |
Income and fees receivable | 8,863 | 8,805 | |
Investments in affiliates, at fair value | 20,669 | 29,554 | |
Due from related parties | 798 | 734 | |
Property and equipment, net | 278 | 274 | |
Prepaid expenses | 967 | 906 | |
Other assets | 359 | 348 | |
Total Assets | 73,553 | 79,333 | |
Liabilities | |||
Notes payable | 1,263 | ||
Compensation payable | 9,222 | 7,836 | |
Due to related parties | 31 | 31 | |
Fees payable | 2,556 | 2,439 | |
Liabilities of Consolidated Funds | |||
Other liabilities | 1,285 | 1,127 | |
Total Liabilities | 13,094 | 12,696 | |
Commitments and Contingencies (Note 12) | |||
Equity | |||
Preferred Stock | 0 | 0 | |
Additional paid-in-capital | 64,365 | 63,413 | |
Retained earnings (Accumulated deficit) | (23,414) | (18,965) | |
Accumulated other comprehensive income (loss) | (61) | (70) | |
Total stockholders’ equity, ZAIS Group Holdings, Inc. | 40,891 | 44,379 | |
Non-controlling interests in Consolidated Funds | 19,568 | 22,258 | |
Total Equity | 60,459 | 66,637 | |
Total Liabilities and Equity | 73,553 | 79,333 | |
ZAIS [Member] | Variable Interest Entity (VIE) [Member] | |||
Liabilities of Consolidated Funds | |||
Payable for Securities purchased | 0 | ||
Repurchase Agreements | 0 | ||
Other liabilities | 0 | ||
Consolidated Funds, Before Eliminations [Member] | |||
Assets | |||
Income and fees receivable | 0 | 0 | |
Investments in affiliates, at fair value | 0 | ||
Due from related parties | 0 | 0 | |
Property and equipment, net | 0 | 0 | |
Prepaid expenses | 0 | 0 | |
Total Assets | 125,239 | 478,643 | |
Liabilities | |||
Notes payable | 0 | ||
Compensation payable | 0 | 0 | |
Due to related parties | 0 | 0 | |
Fees payable | 0 | 0 | |
Liabilities of Consolidated Funds | |||
Total Liabilities | 46,358 | 431,034 | |
Commitments and Contingencies (Note 12) | |||
Equity | |||
Preferred Stock | 0 | 0 | |
Additional paid-in-capital | 0 | 0 | |
Retained earnings (Accumulated deficit) | 0 | 0 | |
Accumulated other comprehensive income (loss) | 0 | 0 | |
Total stockholders’ equity, ZAIS Group Holdings, Inc. | 0 | 0 | |
Non-controlling interests in Consolidated Funds | 78,881 | 47,609 | |
Total Equity | 78,881 | 47,609 | |
Total Liabilities and Equity | 125,239 | 478,643 | |
Consolidated Funds, Before Eliminations [Member] | Variable Interest Entity (VIE) [Member] | |||
Assets | |||
Cash and cash equivalents | 8,975 | 37,080 | |
Investments, at fair value | 114,911 | 423,871 | |
Receivable for securities sold | 16,438 | ||
Other assets | 1,353 | 1,254 | |
Liabilities | |||
Notes payable of consolidated CLO, at fair value | 404,407 | ||
Liabilities of Consolidated Funds | |||
Payable for Securities purchased | 24,462 | ||
Repurchase Agreements | 45,943 | ||
Other liabilities | 415 | 2,165 | |
ZAIS Group Parent, LLC [Member] | |||
Equity | |||
Non-controlling interests in Consolidated Funds | 19,568 | 22,258 | |
Consolidated Funds [Member] | |||
Assets | |||
Investments, at fair value | 114,911 | 404,365 | |
Equity | |||
Non-controlling interests in Consolidated Funds | 68,363 | 23,328 | |
Consolidated Funds [Member] | Variable Interest Entity (VIE) [Member] | |||
Assets | |||
Cash and cash equivalents | 8,975 | ||
Investments, at fair value | 114,911 | ||
Other assets | 968 | ||
Common Class A [Member] | |||
Equity | |||
Common stock | 1 | 1 | |
Common Class A [Member] | Consolidating Entries [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] | Consolidating Entries [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 Infor105
Supplemental Financial Information (Details 1) - USD ($) $ in Thousands | 1 Months Ended | 12 Months Ended | ||
Feb. 28, 2017 | Dec. 31, 2017 | Dec. 31, 2016 | ||
Revenues | ||||
Management fee income | $ 15,792 | $ 22,015 | ||
Incentive income | 11,573 | [1],[2],[3] | 9,346 | |
Reimbursement revenue | 1,631 | 0 | ||
Other revenues | 324 | 316 | ||
Total Revenues | 30,836 | 31,677 | ||
Expenses | ||||
Compensation and benefits | 24,023 | 31,380 | ||
General, administrative and other | 15,300 | 12,263 | ||
Depreciation and amortization | 230 | 267 | ||
Total Expenses | 40,287 | 43,992 | ||
Other Income (loss) | ||||
Net gain (loss) on investments in affiliates | 237 | 273 | ||
Other income (expense) | 110 | 762 | ||
Total Other Income (Loss) | 8,252 | 8,526 | ||
Income (loss) before income taxes | (1,199) | (3,789) | ||
Income tax (benefit) expense | 22 | (5) | ||
Discontinued Operations | ||||
Consolidated net income (loss), net of tax | (1,221) | (3,784) | ||
Other Comprehensive Income (Loss), net of tax | ||||
Foreign currency translation adjustment | 14 | (343) | ||
Total Comprehensive Income (Loss) | (1,207) | (4,127) | ||
Intersegment Eliminations [Member] | ||||
Revenues | ||||
Management fee income | (507) | (256) | ||
Incentive income | 0 | 0 | ||
Other revenues | 0 | 0 | ||
Total Revenues | (6,792) | (256) | ||
Expenses | ||||
Compensation and benefits | 0 | 0 | ||
General, administrative and other | (1,092) | 0 | ||
Depreciation and amortization | 0 | 0 | ||
Expenses of Consolidated Funds | 0 | (256) | ||
Total Expenses | (1,092) | (256) | ||
Other Income (loss) | ||||
Net gain (loss) on investments in affiliates | (3,821) | (3,648) | ||
Other income (expense) | 0 | 0 | ||
Net (gain) loss on beneficial interest of consolidated collateralized financing entity | 2,118 | (842) | ||
Total Other Income (Loss) | 1,880 | (3,648) | ||
Income (loss) before income taxes | (3,820) | (3,648) | ||
Income tax (benefit) expense | 0 | 0 | ||
Discontinued Operations | ||||
Consolidated net income (loss), net of tax | (3,820) | (3,648) | ||
Other Comprehensive Income (Loss), net of tax | ||||
Foreign currency translation adjustment | 0 | 0 | ||
Total Comprehensive Income (Loss) | (3,820) | (3,648) | ||
Consolidation, Eliminations [Member] | ||||
Revenues | ||||
Reimbursement revenue | 0 | |||
Income of Consolidated Funds | (6,285) | |||
Other Income (loss) | ||||
Net gain (loss) on investments in affiliates | 3,583 | 842 | ||
ZAIS [Member] | ||||
Revenues | ||||
Management fee income | 16,299 | 22,271 | ||
Incentive income | 11,573 | 9,346 | ||
Reimbursement revenue | 1,631 | |||
Other revenues | 324 | 316 | ||
Income of Consolidated Funds | 0 | |||
Total Revenues | 29,827 | 31,933 | ||
Expenses | ||||
Compensation and benefits | 24,023 | 31,380 | ||
General, administrative and other | 16,392 | 12,263 | ||
Depreciation and amortization | 230 | 267 | ||
Expenses of Consolidated Funds | 0 | 0 | ||
Total Expenses | 40,645 | 43,910 | ||
Other Income (loss) | ||||
Net gain (loss) on investments in affiliates | 4,058 | 3,921 | ||
Other income (expense) | 110 | 762 | ||
Net (gain) loss on beneficial interest of consolidated collateralized financing entity | 0 | 0 | ||
Total Other Income (Loss) | 4,168 | 4,683 | ||
Income (loss) before income taxes | (6,650) | (7,294) | ||
Income tax (benefit) expense | 22 | (5) | ||
Discontinued Operations | ||||
Consolidated net income (loss), net of tax | (6,672) | (7,289) | ||
Other Comprehensive Income (Loss), net of tax | ||||
Foreign currency translation adjustment | 14 | (343) | ||
Total Comprehensive Income (Loss) | (6,658) | (7,632) | ||
Consolidated Funds, Before Eliminations [Member] | ||||
Revenues | ||||
Management fee income | 0 | 0 | ||
Incentive income | 0 | 0 | ||
Reimbursement revenue | 0 | |||
Other revenues | 0 | 0 | ||
Income of Consolidated Funds | 7,801 | |||
Total Revenues | 7,801 | 0 | ||
Expenses | ||||
Compensation and benefits | 0 | 0 | ||
General, administrative and other | 0 | 0 | ||
Depreciation and amortization | 0 | 0 | ||
Expenses of Consolidated Funds | 734 | 338 | ||
Total Expenses | 734 | 338 | ||
Other Income (loss) | ||||
Net gain (loss) on investments in affiliates | 2,204 | 7,491 | ||
Other income (expense) | 0 | 0 | ||
Net (gain) loss on beneficial interest of consolidated collateralized financing entity | 0 | 0 | ||
Total Other Income (Loss) | 2,204 | 7,491 | ||
Income (loss) before income taxes | 9,271 | 7,153 | ||
Income tax (benefit) expense | 0 | 0 | ||
Discontinued Operations | ||||
Consolidated net income (loss), net of tax | 9,271 | 7,153 | ||
Other Comprehensive Income (Loss), net of tax | ||||
Foreign currency translation adjustment | 0 | 0 | ||
Total Comprehensive Income (Loss) | 9,271 | 7,153 | ||
Consolidated Funds [Member] | ||||
Revenues | ||||
Income of Consolidated Funds | 1,516 | 0 | ||
Expenses | ||||
Expenses of Consolidated Funds | 734 | 82 | ||
Other Income (loss) | ||||
Net gain (loss) on investments in affiliates | 5,787 | 8,333 | ||
Net (gain) loss on beneficial interest of consolidated collateralized financing entity | $ (81,000) | $ (2,118) | $ 842 | |
[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] | ZAIS Group does not earn management fee income on two ZAIS Managed Entities in which it had made investments that carry first loss risk. ZAIS Group receives distributions of its pro rata share of the gains and losses related to its investments in these ZAIS Managed Entities and incentive income equal to 50% of the net investment gains for the management of these ZAIS Managed Entities. |
Subsequent Events (Details)
Subsequent Events (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended |
Mar. 19, 2018 | Dec. 31, 2017 | |
Unfunded capital commitments, Beginning | $ 97,849 | |
Capital contributions | 10,000 | |
Unfunded capital commitments, Ending | 87,849 | |
Subsequent Event [Member] | ||
Unfunded capital commitments, Beginning | $ 87,849 | |
Capital contributions | 20,000 | |
Unfunded capital commitments, Ending | 67,849 | |
Noncontrolling Interest [Member] | ||
Unfunded capital commitments, Beginning | 84,802 | |
Capital contributions | 8,667 | |
Unfunded capital commitments, Ending | 76,135 | |
Noncontrolling Interest [Member] | Subsequent Event [Member] | ||
Unfunded capital commitments, Beginning | 76,135 | |
Capital contributions | 17,333 | |
Unfunded capital commitments, Ending | 58,802 | |
ZAIS Group [Member] | ||
Unfunded capital commitments, Beginning | 13,047 | |
Capital contributions | 1,333 | |
Unfunded capital commitments, Ending | $ 11,714 | |
ZAIS Group [Member] | Subsequent Event [Member] | ||
Unfunded capital commitments, Beginning | 11,714 | |
Capital contributions | 2,667 | |
Unfunded capital commitments, Ending | $ 9,047 |
Subsequent Events (Details 1)
Subsequent Events (Details 1) - USD ($) $ in Thousands | Mar. 08, 2018 | Dec. 31, 2017 | Oct. 16, 2017 | Dec. 31, 2016 |
Aggregate Principal Balance Purchased | $ 200,000 | |||
ZAIS CLO 8 [Member] | Senior And Mezzanine [Member] | ||||
Economic Interest in the Tranche | 5.10% | 5.10% | ||
ZAIS CLO 8 [Member] | Subordinate Notes [Member] | ||||
Economic Interest in the Tranche | 5.00% | 5.00% | ||
Subsequent Event [Member] | ZAIS CLO 8 [Member] | ||||
Aggregate Principal Balance Purchased | $ 23,325 | |||
Economic Interest in the Tranche | 5.10% | |||
Subsequent Event [Member] | ZAIS CLO 8 [Member] | Senior And Mezzanine [Member] | ||||
Aggregate Principal Balance Purchased | $ 21,000 | |||
Economic Interest in the Tranche | 5.10% | |||
Subsequent Event [Member] | ZAIS CLO 8 [Member] | Subordinate Notes [Member] | ||||
Aggregate Principal Balance Purchased | $ 2,325 | |||
Economic Interest in the Tranche | 5.00% |
Subsequent Events (Details Text
Subsequent Events (Details Textual) - USD ($) | Mar. 12, 2018 | Jan. 11, 2018 | Feb. 28, 2018 | Jan. 25, 2018 | Jan. 24, 2018 | Mar. 19, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | Mar. 14, 2018 |
Subsequent Event [Line Items] | |||||||||
Proceeds from Divestiture of Businesses and Interests in Affiliates | $ 124,000 | $ 256,000 | |||||||
Investments in and Advances to Affiliates, at Fair Value | $ 10,151,000 | $ 5,273,000 | |||||||
Subsequent Event [Member] | |||||||||
Subsequent Event [Line Items] | |||||||||
Payments to Fund Long-term Loans to Related Parties | $ 20,000,000 | ||||||||
Proceeds from Issuance or Sale of Equity | $ 50,000,000 | ||||||||
Proceeds from Dividends Received | 0 | ||||||||
Investments in and Advances to Affiliates, at Fair Value | $ 10,000,000 | ||||||||
Investments in and Advances to Affiliates, at Fair Value, Period Increase (Decrease) | $ 109,000,000 | ||||||||
Subsequent Event [Member] | Mr Szymanski [Member] | |||||||||
Subsequent Event [Line Items] | |||||||||
Consulting Fee Payable | 50,000 | ||||||||
Subsequent Event [Member] | Houlihan Lokey Capital, Inc. [Member] | |||||||||
Subsequent Event [Line Items] | |||||||||
Payments for Other Fees | $ 350,000 | ||||||||
Subsequent Event [Member] | Common Class A [Member] | |||||||||
Subsequent Event [Line Items] | |||||||||
Business Acquisition, Share Price | $ 4.10 | ||||||||
Subsequent Event [Member] | Restricted Stock Units (RSUs) [Member] | |||||||||
Subsequent Event [Line Items] | |||||||||
Business Acquisition, Share Price | $ 4.10 | ||||||||
ZAIS CLO 8 [Member] | Subsequent Event [Member] | |||||||||
Subsequent Event [Line Items] | |||||||||
Proceeds from Dividends Received | $ 2,600,000 | ||||||||
Z Acquisition LLC [Member] | Subsequent Event [Member] | Common Class A [Member] | |||||||||
Subsequent Event [Line Items] | |||||||||
Stock Issued During Period, Shares, New Issues | 6,500,000 | ||||||||
ZAIS Upsize Acquisition 1, Ltd [Member] | Subsequent Event [Member] | |||||||||
Subsequent Event [Line Items] | |||||||||
Proceeds from Divestiture of Businesses and Interests in Affiliates | $ 2,500,000 | ||||||||
Payments to Acquire Businesses, Gross | $ 2,500,000 |