CLOs and Consolidated Variable Interest Entities

The term CLO generally refers to a special purpose vehicle that owns a portfolio of investments and issues various tranches of debt and subordinated note securities to finance the purchase of those investments. The investment activities of a CLO are governed by extensive investment guidelines, generally contained within a CLO’s “indenture” and other governing documents which limit, among other things, the CLO’s exposure to any single industry or obligor and provide that the CLO's assets satisfy certain ratings requirements. Most CLOs have a defined investment period during which they are allowed to make investments and reinvest capital as it becomes available.

CLOs typically issue multiple tranches of debt and subordinated note securities with varying ratings and levels of subordination to finance the purchase of investments. These securities receive interest and principal payments from the CLO in accordance with an agreed upon priority of payments, commonly referred to as a “waterfall.” The most senior notes, generally rated AAA/Aaa, commonly represent the majority of the total liabilities of the CLO. This tranche of notes is issued at a specified spread over LIBOR and normally has the first claim on the earnings of the CLO’s investments after payment of certain fees and expenses. The mezzanine tranches of rated notes generally have ratings ranging from AA/Aa to BB/Ba and also are usually issued at a specified spread over LIBOR with higher spreads paid on the tranches with lower ratings. Each tranche is typically only entitled to a share of the earnings of the CLO's investments if the required interest and principal payments have been made on the more senior tranches. The most junior tranche can take the form of either subordinated notes or preference shares and is referred to as the CLO’s “subordinated notes.” The subordinated notes generally do not have a stated coupon but are entitled to residual cash flows from the CLO's’ investments after all of the other tranches of notes and certain other fees and expenses are paid.

CLOs, which are designed to serve as investments for third party investors, generally have an investment manager that selects and actively manages the underlying assets to achieve target investment performance, including avoidance of loss. In exchange for these services, CLO managers typically receive three types of investment advisory fees: senior management fees, subordinated management fees and incentive fees. CLOs also generally appoint a trustee, custodian and collateral administrator, who are responsible for holding a CLO’s investments, collecting investment income and distributing that income in accordance with the waterfall. Telos Asset Management LLC (Telos), a subsidiary of the Company acquired in 2012, is a CLO manager of four CLOs; namely Telos CLO 2013-4, Ltd. (Telos 4), Telos CLO 2013-3, Ltd. (Telos 3), Telos CLO 2007‑2, Ltd. (Telos 2) and Telos CLO 2006-1, Ltd. (Telos 1). Prior to the acquisition of TAMCO, the Company did not consolidate the CLOs as it only held a residual interest in certain CLOs which were recorded at fair value. The Company met the requirement to consolidate when it acquired the management rights of the CLOs as well as any subsequent CLOs managed by TAMCO.

Although the Company consolidates all of the assets and liabilities of the CLOs, the maximum exposure to loss related to the CLOs is limited to the Company’s investments in the CLOs (accreted value of $38,049 as of September 30, 2013 and $6,819 as of December 31, 2012), the investment advisory fee receivables from the CLOs ($3,402 as of September 30, 2013 and $3,089 as of December 31, 2012), and any future investment advisory fees, all of which are eliminated upon consolidation.

The assets of each of the CLOs are held solely as collateral to satisfy the obligations of the CLOs. The Company does not own and has no right to the benefits from, nor does it bear the risks associated with, the assets held by the CLOs, beyond its direct investments in, and investment advisory fees generated from, the CLOs. If the Company were to liquidate, the assets of the CLOs would not be available to its general creditors, and as a result, the Company does not consider them assets available for the benefit of its investors. Additionally, the investors in the CLOs have no recourse to the Company’s general assets for the debt issued by the CLOs. Therefore, this debt is not the Company’s obligation. For this reason the difference between the fair value of the assets and liabilities at initial consolidation and subsequent results attributable to the VIE subordinated noteholders is reflected as appropriated retained earnings.

On August 6, 2013, Telos entered into a new $100,000 warehouse agreement with Telos 2013-5, Ltd. (Telos 5) that was amended on September 25, 2013 to increase the amount to $140,000. As of September 30, 2013, $128,467 is carried as investments in loans at fair value and $58,749 as loans payable on the consolidated balance sheet.

The table below represents the assets and liabilities of the consolidated CLOs that are included in the Company’s consolidated balance sheet as of the dates indicated:



	September 30, 2013		December 31, 2012
Assets:
Restricted cash	$	115,129	$	75,105
Investment in loans	1,334,310		741,743
Investment in trading securities	18,997		18,970
Due from brokers	9,280		9,034
Accrued interest receivable	4,347		6,660
Deferred debt issuance costs	9,574		—
Other assets	107		148
Total assets	$	1,491,744	$	851,660

Liabilities:
Notes payable	$	1,191,623	$	571,751
Due to brokers	51,156		43,396
Accrued interest payable	5,959		4,858
Other liabilities	2,193		305
Total liabilities	$	1,250,931	$	620,310

The following table represents revenue and expenses of the consolidated CLOs included in the Company’s consolidated statements of operations for the periods indicated:



	Nine months ended September 30, 2013			Nine months ended September 30, 2012		Three months ended September 30, 2013			Three months ended September 30, 2012
Income:
Realized gain (loss) trading securities	$	—		$	472	$	—		$	472
Realized gain (loss) loans	(16,550		)	—		(10,385		)	(930		)
Unrealized gain (loss) loans	(2,071		)	11,660		1,499			10,900
Interest income	52,096			38,288		20,142			13,362
Total income	$	33,475		$	50,420	$	11,256		$	23,804

Expenses:
Interest expense	$	33,106		$	23,758	$	12,386		$	5,910
Other expense	915			1,432		397			273
Total expense	$	34,021		$	25,190	$	12,783		$	6,183