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Consolidation | 9 Months Ended
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Sep. 30, 2018
Organization, Consolidation and Presentation of Financial Statements [Abstract] |
Consolidation | Consolidation The condensed consolidated financial statements include the accounts of the Company, its subsidiaries and investment products that are consolidated. Voting interest entities ("VOEs") are consolidated when the Company is considered to have a controlling financial interest, which is typically present when the Company owns a majority of the voting interest in an entity or otherwise has the power to govern the financial and operating policies of the entity. The Company also evaluates any variable interest entities ("VIEs") in which the Company has a variable interest for consolidation. A VIE is an entity in which either: (a) the equity investment at risk is not sufficient to permit the entity to finance its own activities without additional financial support; or (b) where as a group, the holders of the equity investment at risk do not possess: (i) the power through voting or similar rights to direct the activities that most significantly impact the entity’s economic performance, (ii) the obligation to absorb expected losses or the right to receive expected residual returns of the entity or (iii) proportionate voting and economic interests and where substantially all of the entity’s activities either involve or are conducted on behalf of an investor with disproportionately fewer voting rights. If an entity has any of these characteristics, it is considered a VIE and is required to be consolidated by its primary beneficiary. The primary beneficiary is the entity that has both the power to direct the activities that most significantly impact the VIE’s economic performance and has the obligation to absorb losses of, or the right to receive benefits from, the VIE that could potentially be significant to the VIE. In the normal course of its business, the Company sponsors various investment products, some of which are consolidated by the Company. Consolidated investment products include both VOEs, made up primarily of open-end funds in which the Company holds a controlling financial interest, and VIEs, which primarily consist of collateralized loan obligations ("CLOs") of which the Company is considered the primary beneficiary. The consolidation and deconsolidation of these investment products have no impact on net income (loss) attributable to stockholders. The Company’s risk with respect to these investment products is limited to its beneficial interests in these products. The Company has no right to the benefits from, and does not bear the risks associated with, these investment products beyond the Company’s investments in, and fees generated from, these products. The following table presents the balances of the consolidated investment products that, after intercompany eliminations, are reflected in the condensed consolidated balance sheets as of September 30, 2018 and December 31, 2017:
| As of
| September 30, 2018 |  | December 31, 2017
|  |  | VIEs |  |  |  | VIEs
| VOEs |  | CLOs |  | Other |  | VOEs |  | CLOs |  | Other
($ in thousands) |  |  |  |  |  |  |  |  |  |  |
Cash and cash equivalents | $ | 911 |  |  | $ | 49,868 |  |  | $ | 415 |  |  | $ | 820 |  |  | $ | 82,823 |  |  | $ | 18,489 |
Investments | 30,137 |  |  | 1,737,518 |  |  | 23,724 |  |  | 34,623 |  |  | 1,555,879 |  |  | 7,250 |
Other assets | 162 |  |  | 16,346 |  |  | 380 |  |  | 767 |  |  | 32,671 |  |  | 48 |
Notes payable | — |  |  | (1,608,735 | ) |  | — |  |  | — |  |  | (1,457,435 | ) |  | — |
Securities purchased payable and other liabilities | (989 | ) |  | (82,709 | ) |  | (366 | ) |  | (1,319 | ) |  | (110,871 | ) |  | (764 | )
Noncontrolling interests | (3,961 | ) |  | (15,507 | ) |  | — |  |  | (4,178 | ) |  | (16,667 | ) |  | — |
The Company’s net interests in consolidated investment vehicles | $ | 26,260 |  |  | $ | 96,781 |  |  | $ | 24,153 |  |  | $ | 30,713 |  |  | $ | 86,400 |  |  | $ | 25,023 |
Consolidated CLOs The majority of the Company's consolidated investment products that are VIEs are CLOs. At September 30, 2018, the Company consolidated five CLOs including one CLO currently in warehouse-stage. The financial information of certain CLOs is included in the Company's condensed consolidated financial statements one-month in arrears based upon the availability of financial information. Majority-owned consolidated private funds, whose primary purpose is to invest in CLOs for which the Company serves as the collateral manager, are also included. Investments of CLOs The CLOs' investments of $1.7 billion at September 30, 2018 represent bank loan investments, which comprise the majority of the CLOs' portfolio asset collateral and are senior secured corporate loans across a variety of industries. These bank loan investments mature at various dates between 2018 and 2026 and pay interest at LIBOR plus a spread of up to 8.75%. At September 30, 2018, the fair value of the senior bank loans exceeded the unpaid principal balance by $11.2 million. Notes Payable of CLOs The CLOs have issued notes payable with a total value, at par, of $1.7 billion, consisting of senior secured floating rate notes payable with a par value of $1.4 billion, warehouse facility debt with a par value of $123.6 million and subordinated notes with a par value of $172.3 million. These note obligations bear interest at variable rates based on LIBOR plus a pre-defined spread ranging from 0.8% to 7.00%. The principal amounts outstanding of the note obligations issued by the CLOs mature on dates ranging from November 2018 to October 2029. The CLOs may elect to reinvest any prepayments received on bank loan investments between October 2019 and October 2021, depending on the CLO. Generally, subsequent prepayments received after the reinvestment period must be used to pay down the note obligations. The Company’s beneficial interests and maximum exposure to loss related to these consolidated CLOs is limited to: (i) ownership in the subordinated notes and (ii) accrued management fees. The secured notes and warehouse facility debt of the consolidated CLOs have contractual recourse only to the related assets of the CLO and are classified as financial liabilities. Although these beneficial interests are eliminated upon consolidation, the application of the measurement alternative prescribed by ASU 2014-13, results in the net assets of the consolidated CLOs shown above to be equivalent to the beneficial interests retained by the Company at September 30, 2018, as shown in the table below:
| As of
| September 30, 2018
($ in thousands) |
Subordinated notes | $ | 95,714 |
Accrued investment management fees | 1,067 |
Total Beneficial Interests | $ | 96,781 |
The following table represents income and expenses of the consolidated CLOs included in the Company’s condensed consolidated statements of operations for the period indicated:
| Nine Months Ended September 30,
($ in thousands) | 2018
Income: |
Realized and unrealized gain (loss), net | $ | (3,587 | )
Interest income | 70,404 |
Total Income | 66,817 |
Expenses: |
Other operating expenses | 2,065 |
Interest expense | 46,786 |
Total Expense | 48,851 |
Noncontrolling interest | (876 | )
Net Income (loss) attributable to CIPs | $ | 17,090 |
As summarized in the table below, the application of the measurement alternative as prescribed by ASU 2014-13 results in the consolidated net income summarized above to be equivalent to the Company’s own economic interests in the consolidated CLOs, which are eliminated upon consolidation:
| Nine Months Ended September 30,
($ in thousands) | 2018
Distributions received and unrealized gains on the subordinated notes held by the Company | $ | 11,652 |
Investment management fees | 5,438 |
Total Economic Interests | $ | 17,090 |
Fair Value Measurements of Consolidated Investment Products The assets and liabilities of the consolidated investment products measured at fair value on a recurring basis as of September 30, 2018 and December 31, 2017 by fair value hierarchy level were as follows: As of September 30, 2018
| Level 1 |  | Level 2 |  | Level 3 |  | Total
($ in thousands) |  |  |  |  |  |  |
Assets |  |  |  |  |  |  |
Cash equivalents | $ | 49,329 |  |  | $ | — |  |  | $ | — |  |  | $ | 49,329 |
Debt investments | — |  |  | 1,756,552 |  |  | 1,004 |  |  | 1,757,556 |
Equity investments | 30,997 |  |  | 2,826 |  |  | — |  |  | 33,823 |
Total Assets Measured at Fair Value | $ | 80,326 |  |  | $ | 1,759,378 |  |  | $ | 1,004 |  |  | $ | 1,840,708 |
Liabilities |  |  |  |  |  |  |
Notes payable | $ | — |  |  | $ | 1,608,735 |  |  | $ | — |  |  | $ | 1,608,735 |
Short sales | 661 |  |  | — |  |  | — |  |  | 661 |
Total Liabilities Measured at Fair Value | $ | 661 |  |  | $ | 1,608,735 |  |  | $ | — |  |  | $ | 1,609,396 |
As of December 31, 2017
| Level 1 |  | Level 2 |  | Level 3 |  | Total
($ in thousands) |  |  |  |  |  |  |
Assets |  |  |  |  |  |  |
Cash equivalents | $ | 82,769 |  |  | $ | — |  |  | $ | — |  |  | $ | 82,769 |
Debt investments | — |  |  | 1,527,845 |  |  | 33,887 |  |  | 1,561,732 |
Equity investments | 35,126 |  |  | — |  |  | 894 |  |  | 36,020 |
Total Assets Measured at Fair Value | $ | 117,895 |  |  | $ | 1,527,845 |  |  | $ | 34,781 |  |  | $ | 1,680,521 |
Liabilities |  |  |  |  |  |  |
Notes payable | $ | — |  |  | $ | 1,457,435 |  |  | $ | — |  |  | $ | 1,457,435 |
Derivatives | 2 |  |  | — |  |  | — |  |  | 2 |
Short sales | 719 |  |  | — |  |  | — |  |  | 719 |
Total Liabilities Measured at Fair Value | $ | 721 |  |  | $ | 1,457,435 |  |  | $ | — |  |  | $ | 1,458,156 |
The following is a discussion of the valuation methodologies used for the assets and liabilities of the Company’s consolidated investment products measured at fair value: Cash equivalents represent investments in money ma rket funds. Cash investments in actively traded money market funds are valued using published net asset values and are classified as Level 1. Debt and equity investments represent the underlying debt, equity and other securities held in consolidated investment products. Equity investments are valued at the official closing price on the exchange on which the securities are traded and are generally categorized within Level 1. Level 2 investments represent most debt securities, including bank loans and certain equity securities (including non-U.S. securities), for which closing prices are not readily available or are deemed to not reflect readil y available market prices, and are valued using an independent pricing service. Debt investments, including bank loan investments, are valued based on quotations received from independent pricing services or from dealers who make markets in such securities. Fair value may also be based upon valuations obtained from independent third-party brokers or dealers utilizing matrix pricing models that consider information regarding securities with similar characteristics. In certain instances, fair value has been determined utilizing discounted cash flow analysis or single broker non-binding quotes. Depending on the nature of the inputs, these assets are classified as Level 1, 2 or 3 within the fair value measurement hierarchy. Level 3 investments include debt securities that are not widely traded, are illiquid or are priced by dealers based on pricing models used by market makers in the security. For the nine months ended September 30, 2018 and 2017, no securities held by consolidated investment products were transferred from Level 2 to Level 1. For the nine months ended September 30, 2018 and 2017, no securities held by consolidated investment products were transferred from Level 1 to Level 2. Notes payable represent notes issued by consolidated investment products that are CLOs and are measured using the measurement alternative in ASU 2014-13. Accordingly, the fair value of CLO liabilities was measured as the fair value of CLO assets less the sum of: (a) the fair value of the beneficial interests held by the Company and (b) the carrying value of any beneficial interests that represent compensation for services. Short sales are transactions in which a security is sold which is not owned or is owned but there is no intention to deliver, in anticipation that the price of the security will decline. Short sales are recorded in the condensed consolidated balance sheets within other liabilities of consolidated investment products and are classified as Level 1 based on the underlying equity security. The securities purchase payable at September 30, 2018 and December 31, 2017 approximated fair value due to the short-term nature of the instruments. The following table is a reconciliation of assets of consolidated investment products for Level 3 investments for which significant unobservable inputs were used to determine fair value:
| Nine Months Ended September 30,
($ in thousands) | 2018 |  | 2017
Level 3 Debt and Equity securities (a) |  |  |
Balance at beginning of period | $ | 34,781 |  |  | $ | 25 |
Realized gains (losses), net | 1,993 |  |  | (90 | )
Change in unrealized gains (losses), net | 583 |  |  | 87 |
Acquired in business combination | — |  |  | 9,151 |
Purchases | 7,122 |  |  | 1,212 |
Amortization | 19 |  |  | 12 |
Sales | (13,892 | ) |  | (765 | )
Transfers to Level 2 | (34,119 | ) |  | (4,944 | )
Transfers from Level 2 | 4,517 |  |  | 44,634 |
Balance at end of period | $ | 1,004 |  |  | $ | 49,322 |
(a) | The investments that are categorized as Level 3 were valued utilizing third-party pricing information without adjustment. All transfers are deemed to occur at the end of period. Transfers between Level 2 and Level 3 are due to trading activities at period end.
Nonconsolidated VIEs The Company serves as the collateral manager for other collateralized loan and collateralized bond obligations (collectively, "CDOs") that are not consolidated. The assets and liabilities of these CDOs reside in bankruptcy remote, special purpose entities in which the Company has no ownership, nor holds any notes issued by the CDOs, and provides neither recourse nor guarantees. The Company has determined that the investment management fees it receives for serving as collateral manager for these CDOs did not represent a variable interest as: (1) the fees the Company earns are compensation for services provided and are commensurate with the level of effort required to provide the investment management services; (2) the Company does not hold other interests in the CDOs that individually, or in the aggregate, would absorb more than an insignificant amount of the CDO's expected losses or receive more than an insignificant amount of the CDO's expected residual return; and (3) the investment management arrangement only includes terms, conditions and amounts that are customarily present in arrangements for similar services negotiated at arm's length. The Company has interests in certain other entities that are VIEs that the Company does not consolidate as it is not the primary beneficiary of those entities. The Company is not the primary beneficiary as its interest in these entities does not provide the Company with the power to direct the activities that most significantly impact the entities' economic performance. At September 30, 2018, the carrying value and maximum risk of loss related to the Company's interest in these VIEs was $16.3 million.

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