Investments in Partnerships, Offshore Funds and Variable Interests | D. Investments in Partnerships, Offshore Funds and Variable Interest Entities (“VIEs”) The Company is general partner or co-general partner of various affiliated entities in which the Company has investments totaling $87.2 million, $94.2 million and $93.2 million at September 30, 2015, December 31, 2014 and September 30, 2014, respectively, and whose underlying assets consist primarily of marketable securities (the “affiliated entities”). We also have investments in unaffiliated entities of $13.8 million, $13.4 million and $14.2 million at September 30, 2015, December 31, 2014 and September 30, 2014, respectively (the “unaffiliated entities”). On a quarterly basis, we evaluate each entity for the appropriate accounting treatment and disclosure. Certain of the affiliated entities, and none of the unaffiliated entities, are consolidated. For those entities where consolidation is not deemed to be appropriate, we report them in our condensed combined statement of financial condition under the caption “Investments in partnerships”. This caption includes those investments, in both affiliated and unaffiliated entities, which the Company accounts for under the equity method of accounting, as well as certain investments that the feeder funds hold that are carried at fair value, as described in Note C. The Company reflects the equity in earnings of these equity method investees and the change in fair value of the consolidated feeder funds (“CFFs”) under the caption Net gain/(loss) from investments on the condensed combined statements of operations. The following table highlights the number of entities, including voting interest entities (“VOEs”), that we consolidate as well as under which accounting guidance they are consolidated, including CFFs, which retain their specialized investment company accounting in consolidation, partnerships and offshore funds. Entities consolidated CFFs Partnerships Offshore Funds Total VIEs VOEs VIEs VOEs VIEs VOEs VIEs VOEs Entities consolidated at December 31, 2013 1 2 - 1 - 1 1 4 Additional consolidated entities - - - - - - - - Deconsolidated entities - - - - - - - - Entities consolidated at September 30, 2014 1 2 - 1 - 1 1 4 Additional consolidated entities - - - - - - - - Deconsolidated entities - - - - - - - - Entities consolidated at December 31, 2014 1 2 - 1 - 1 1 4 Additional consolidated entities - 1 - 1 1 - 1 2 Deconsolidated entities - (1) - - - (1) - (2) Entities consolidated at September 30, 2015 1 2 - 2 1 - 2 4 At and for the nine months ended September 30, 2015, the one CFF VIE is consolidated, as the Company has been determined to be the primary beneficiary because it has an equity interest and absorbs the majority of the expected losses and/or expected gains. At and for the nine months ended September 30, 2015, the one CFF VOE and one Partnership VOE are consolidated because the unaffiliated partners or shareholders lack substantive kick-out rights, and the Company, as either the general partner or investment manager, is deemed to have control. During the three months ended June 30, 2015, it was determined that an additional Partnership VOE should be consolidated when the Partnership was created on April 1, 2015 without unaffiliated capital and an Offshore Fund VIE should be consolidated as the last unaffiliated investor withdrew during the second quarter. Additionally, during the three months ended March 31, 2015, an Offshore Fund VOE was deconsolidated as the Company’s ownership percentage fell below 50%, a CFF VOE was deconsolidated when it was closed and a different CFF VOE was consolidated as the last unaffiliated investor withdrew on March 31, 2015. At and for the nine months ended September 30, 2014 and at December 31, 2014, one CFF VIE is consolidated, as the Company has been determined to be the primary beneficiary because it has an equity interest and absorbs the majority of the expected losses and/or expected gains. At and for the nine months ended September 30, 2014 and at December 31, 2014, two CFF VOEs, one Partnership VOE and one Offshore Fund VOE are consolidated because the unaffiliated partners or shareholders lack substantive rights, and the Company, as either the general partner or investment manager, is deemed to have control. The following table breaks down the investments in partnerships line by accounting method, either fair value or equity method, and investment type (in thousands): September 30, 2015 Investment Type Affiliated Unaffiliated Consolidated Accounting method Feeder Funds Partnerships Offshore Funds Partnerships Offshore Funds Total Fair Value $ 14,319 $ - $ - $ - $ - $ 14,319 Equity Method - 38,313 34,552 6,286 7,552 86,703 Total $ 14,319 $ 38,313 $ 34,552 $ 6,286 $ 7,552 $ 101,022 December 31, 2014 Investment Type Affiliated Unaffiliated Consolidated Accounting method Feeder Funds Partnerships Offshore Funds Partnerships Offshore Funds Total Fair Value $ 23,815 $ - $ - $ - $ - $ 23,815 Equity Method - 34,382 36,033 6,552 6,864 83,831 Total $ 23,815 $ 34,382 $ 36,033 $ 6,552 $ 6,864 $ 107,646 September 30, 2014 Investment Type Affiliated Unaffiliated Consolidated Accounting method Feeder Funds Partnerships Offshore Funds Partnerships Offshore Funds Total Fair Value $ 24,094 $ - $ - $ - $ - $ 24,094 Equity Method - 34,965 34,184 6,611 7,577 83,337 Total $ 24,094 $ 34,965 $ 34,184 $ 6,611 $ 7,577 $ 107,431 The following table includes the net impact by line item on the condensed consolidated statements of financial condition for each category of entity consolidated (in thousands): September 30, 2015 Prior to Offshore Consolidation CFFs Partnerships Funds As Reported Assets Cash and cash equivalents $ 362,988 $ 2 $ 52 $ 13 $ 363,055 Investments in securities 84,306 - 7,807 709 92,822 Investments in sponsored investment companies 115,046 - - - 115,046 Investments in partnerships 105,094 4,817 (8,504 ) (385 ) 101,022 Receivable from brokers 50,637 - 1,933 25 52,595 Investment advisory fees receivable 1,977 5 9 - 1,991 Other assets 4,183 16 137 2 4,338 Total assets $ 724,231 $ 4,840 $ 1,434 $ 364 $ 730,869 Liabilities and equity Securities sold, not yet purchased $ 5,231 $ - $ 140 $ 206 $ 5,577 Accrued expenses and other liabilities 89,441 38 155 81 89,715 Redeemable noncontrolling interests - 4,802 1,139 77 6,018 Total equity 629,559 - - - 629,559 Total liabilities and equity $ 724,231 $ 4,840 $ 1,434 $ 364 $ 730,869 December 31, 2014 Prior to Offshore Consolidation CFFs Partnerships Funds As Reported Assets Cash and cash equivalents $ 285,455 $ (11 ) $ 86 $ - $ 285,530 Investments in securities 161,501 - 7,801 51,293 220,595 Investments in sponsored investment companies 39,537 - - - 39,537 Investments in partnerships 111,389 4,438 (8,181 ) - 107,646 Receivable from brokers 22,629 - 623 51,155 74,407 Investment advisory fees receivable 4,375 (6 ) (2 ) (222 ) 4,145 Other assets 22,683 - - 151 22,834 Total assets $ 647,569 $ 4,421 $ 327 $ 102,377 $ 754,694 Liabilities and equity Securities sold, not yet purchased $ 9,991 $ - $ - $ 604 $ 10,595 Accrued expenses and other liabilities 54,651 22 24 38,141 92,838 Redeemable noncontrolling interests - 4,399 303 63,632 68,334 Total equity 582,927 - - - 582,927 Total liabilities and equity $ 647,569 $ 4,421 $ 327 $ 102,377 $ 754,694 September 30, 2014 Prior to Offshore Consolidation CFFs Partnerships Funds As Reported Assets Cash and cash equivalents $ 346,134 $ 7 $ 98 $ - $ 346,239 Investments in securities 166,900 - 8,836 42,514 218,250 Investments in sponsored investment companies 39,520 - - - 39,520 Investments in partnerships 110,676 4,684 (7,929 ) - 107,431 Receivable from brokers 30,859 - 306 48,191 79,356 Investment advisory fees receivable 1,441 17 (1 ) (82 ) 1,375 Other assets 7,180 24 (1,000 ) 163 6,367 Total assets $ 702,710 $ 4,732 $ 310 $ 90,786 $ 798,538 Liabilities and equity Securities sold, not yet purchased $ 13,549 $ - $ - $ 631 $ 14,180 Accrued expenses and other liabilities 58,936 71 31 39,009 98,047 Redeemable noncontrolling interests - 4,661 279 51,146 56,086 Total equity 630,225 - - - 630,225 Total liabilities and equity $ 702,710 $ 4,732 $ 310 $ 90,786 $ 798,538 The following table includes the net impact by line item on the condensed consolidated statements of income for each category of entity consolidated (in thousands): Three Months Ended September 30, 2015 Prior to Offshore Consolidation CFFs Partnerships Funds As Reported Total revenues $ 4,701 $ (9 ) $ (2 ) $ - $ 4,690 Total expenses 5,725 23 20 3 5,771 Operating loss (1,024 ) (32 ) (22 ) (3 ) (1,081 ) Total other expense, net (10,904 ) (268 ) (120 ) (19 ) (11,311 ) Loss before income taxes (11,928 ) (300 ) (142 ) (22 ) (12,392 ) Income tax benefit (4,388 ) - - - (4,388 ) Net loss (7,540 ) (300 ) (142 ) (22 ) (8,004 ) Net loss attributable to noncontrolling interests - (300 ) (142 ) (22 ) (464 ) Net loss attributable to AC Group $ (7,540 ) $ - $ - $ - $ (7,540 ) Three Months Ended September 30, 2014 Prior to Offshore Consolidation CFFs Partnerships Funds As Reported Total revenues $ 5,110 $ (7 ) $ - $ (208 ) $ 4,895 Total expenses 5,351 20 12 260 5,643 Operating loss (241 ) (27 ) (12 ) (468 ) (748 ) Total other expense, net (6,103 ) (186 ) (18 ) (2,323 ) (8,630 ) Loss before income taxes (6,344 ) (213 ) (30 ) (2,791 ) (9,378 ) Income tax benefit (2,561 ) - - - (2,561 ) Net loss (3,783 ) (213 ) (30 ) (2,791 ) (6,817 ) Net loss attributable to noncontrolling interests - (213 ) (30 ) (2,791 ) (3,034 ) Net loss attributable to AC Group $ (3,783 ) $ - $ - $ - $ (3,783 ) Nine Months Ended September 30, 2015 Prior to Offshore Consolidation CFFs Partnerships Funds As Reported Total revenues $ 13,890 $ (25 ) $ (4 ) $ (14 ) $ 13,847 Total expenses 22,099 95 50 32 22,276 Operating loss (8,209 ) (120 ) (54 ) (46 ) (8,429 ) Total other income/(expense), net 755 (177 ) (102 ) 9 485 Income before income taxes (7,454 ) (297 ) (156 ) (37 ) (7,944 ) Income tax benefit (3,154 ) - - - (3,154 ) Net loss (4,300 ) (297 ) (156 ) (37 ) (4,790 ) Net loss attributable to noncontrolling interests - (297 ) (156 ) (37 ) (490 ) Net loss attributable to AC Group $ (4,300 ) $ - $ - $ - $ (4,300 ) Nine Months Ended September 30, 2014 Prior to Offshore Consolidation CFFs Partnerships Funds As Reported Total revenues $ 14,007 $ (21 ) $ (2 ) $ (633 ) $ 13,351 Total expenses 20,221 34 38 730 21,023 Operating income (6,214 ) (55 ) (40 ) (1,363 ) (7,672 ) Total other income/(expense), net 6,380 20 19 (1,186 ) 5,233 Income/(loss) before income taxes 166 (35 ) (21 ) (2,549 ) (2,439 ) Income tax benefit (488 ) - - - (488 ) Net income/(loss) 654 (35 ) (21 ) (2,549 ) (1,951 ) Net (loss) attributable to noncontrolling interests - (35 ) (21 ) (2,549 ) (2,605 ) Net income attributable to AC Group $ 654 $ - $ - $ - $ 654 Variable Interest Entities We sponsor a number of investment vehicles where we are the general partner or investment manager. Certain of these vehicles are VIEs, but we are not the primary beneficiary, in all but two cases, because we do not absorb a majority of the entities’ expected losses and/or expected returns, and they are, therefore, not consolidated. We consolidate the two VIEs where we are the primary beneficiary. The Company has not provided any financial or other support to those VIEs where we are not the primary beneficiary. The total net assets of these non-consolidated VIEs at September 30, 2015, December 31, 2014 and September 30, 2014 were $65.8 million, $71.6 million and $59.8 million, respectively. On September 30, 2015, the maximum exposure to loss as a result of our involvement with the non-consolidated VIEs is limited to the investment in one VIE of $9.6 million and the deferred carried interest that we have in another of $38,000 which was included in investments in partnerships on the condensed combined statements of financial condition. On December 31, 2014 and September 30, 2014, our maximum exposure to loss as a result of our involvement with the non-consolidated VIEs is limited to the investment in two VIEs of $10.6 million and $8.6 million, respectively, and the deferred carried interest that we have in another of $43,000 and $44,000, respectively, which was included in investments in partnerships on the condensed combined statements of financial condition. Additionally, as the general partner or investment manager to these VIEs the Company earns fees in relation to these roles, which given a decline in AUMs of the VIEs would result in lower fee revenues earned by the Company which would be reflected on the condensed combined statement of income, condensed combined statement of financial condition and condensed combined statement of cash flows. The assets of these VIEs may only be used to satisfy obligations of the VIEs. The following table presents the balances related to the VIEs that are consolidated and are included on the condensed combined statements of financial condition as well as AC Group’s net interest in the VIEs. There are two VIEs consolidated at September 30, 2015 and one VIE consolidated at December 31, 2014 and September 30, 2014: September 30, December 31, September 30, 2015 2014 2014 (In thousands) Cash and cash equivalents $ 13 $ - $ 1 Investments in securities 709 - - Investments in partnerships 5,116 13,434 13,618 Receivable from broker 25 - - Other assets 3 - - Payable to brokers (62 ) - - Securities sold, not yet purchased (206 ) - - Accrued expenses and other liabilities (27 ) (12 ) (15 ) Redeemable noncontrolling interests (615 ) (794 ) (962 ) AC Group's net interests in consolidated VIE $ 4,956 $ 12,628 $ 12,642 |