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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 


 

FORM 10-Q
 


 

(Mark One)

 

 

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

   
  For the quarterly period ended September 30, 2018 OR

 

 

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

   
  For the transition period from       to   

 

Commission File Number: 001-36802

JMP Group LLC

(Exact name of registrant as specified in its charter)

 

 

Delaware

 

47-1632931

(State or Other Jurisdiction of

Incorporation or Organization)

 

(I.R.S. Employer

Identification No.)

     

 

600 Montgomery Street, Suite 1100, San Francisco, California 94111

(Address of principal executive offices)

 

 

Registrant’s telephone number: (415) 835-8900

 


 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒  No ☐

 

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ☒  No ☐

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer

 

 

Accelerated filer

 

       

Non-accelerated filer

 

 

 

Smaller reporting company

 

             

Emerging growth company

 

       

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐  No ☒

 

JMP Group LLC shares representing limited liability company interests outstanding as of November 6, 2018: 21,296,633

 



 

1

 

 

 

Table of Contents

 

TABLE OF CONTENTS

 

     

 

 

Page

PART I.

FINANCIAL INFORMATION

4

     

Item 1.

Financial Statements - JMP Group LLC

4

 

Consolidated Statements of Financial Condition – September 30, 2018 (Unaudited) and December 31, 2017

4

 

Consolidated Statements of Operations - For the Three and Nine Months Ended September 30, 2018 and 2017 (Unaudited)

6

 

Consolidated Statements of Changes in Equity - For the Nine Months Ended September 30, 2018 and 2017 (Unaudited)

7

 

Consolidated Statements of Cash Flows - For the Nine Months Ended September 30, 2018 and 2017 (Unaudited)

8

 

Notes to Consolidated Financial Statements (Unaudited)

10

Item 2.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

39

Item 3.

Quantitative and Qualitative Disclosures About Market Risk

69

Item 4.

Controls and Procedures

69

     

PART II.

OTHER INFORMATION

69

     

Item 1.

Legal Proceedings

69

Item 1A.

Risk Factors

69

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds

70

Item 3.

Defaults Upon Senior Securities

70

Item 4.

Mine Safety Disclosures

70

Item 5.

Other Information

70

Item 6.

Exhibits

70

   

SIGNATURES

71

   

EXHIBIT INDEX

72

 

2

 

 

 

 AVAILABLE INFORMATION

 

JMP Group LLC is required to file current, annual and quarterly reports, proxy statements and other information required by the Securities Exchange Act of 1934, as amended (the “Exchange Act”), with the Securities and Exchange Commission (the "SEC"). The SEC maintains an internet website at http://www.sec.gov, from which interested persons can electronically access JMP Group LLC’s SEC filings.

 

JMP Group LLC provides its annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, proxy statements, Forms 3, 4 and 5 filed by or on behalf of directors, executive officers and certain large shareholders, and any amendments to those documents filed or furnished pursuant to the Exchange Act free of charge on the Investor Relations section of its website located at http://www.jmpg.com. These filings will become available as soon as reasonably practicable after such material is electronically filed with or furnished to the SEC. From time to time JMP Group LLC may use its website as a channel of distribution of material company information.

 

JMP Group LLC also makes available, in the Investor Relations section of its website and will provide print copies to shareholders upon request, (i) its corporate governance guidelines, (ii) its code of business conduct and ethics, and (iii) the charters of the audit, compensation, and corporate governance and nominating committees of its board of directors. These documents, as well as the information on the website, are not intended to be part of this quarterly report on Form 10-Q (the “Quarterly Report”) and inclusions of the internet address in this Quarterly Report are intended to be inactive textual references, and not live hyperlinks. JMP Group LLC also uses the Investor Relations section of its website as a means of complying with its disclosure obligations under Regulation FD. Accordingly, you should monitor JMP Group LLC’s Investor Relations section of its website in addition to following JMP Group LLC’s press releases, SEC filings, and public conference calls and webcasts.

 

3

 

 

PART I. FINANCIAL INFORMATION

 

 

ITEM 1.

Financial Statements

 

JMP Group LLC

Consolidated Statements of Financial Condition

(Unaudited)

(Dollars in thousands, except per share data)

 

   

September 30, 2018

   

December 31, 2017

 

Assets

               
Cash and cash equivalents   $ 73,143     $ 85,594  
Restricted cash     48,586       51,727  
Investment banking fees receivable (net of allowance for doubtful accounts of $455 and $159 as of September 30, 2018 and December 31, 2017)     10,725       9,567  
Marketable securities owned, at fair value     20,194       20,825  
Other investments (includes $8,785 and $18,450 measured at fair value at September 30, 2018 and December 31, 2017, respectively)     15,793       27,984  
Loans held for investment, net of allowance for loan losses     5,606       83,948  
Loans collateralizing asset-backed securities issued, net of allowance for loan losses     1,164,404       765,583  
Interest receivable     3,046       2,259  
Fixed assets, net     2,363       2,322  
Other assets     19,706       26,817  
Total assets   $ 1,363,566     $ 1,076,626  
                 

Liabilities and Equity

               

Liabilities:

               
Marketable securities sold, but not yet purchased, at fair value   $ 5,604     $ 7,919  
Accrued compensation     33,371       43,131  
Asset-backed securities issued (net of debt issuance costs of $9,551 and $7,852 at September 30, 2018 and December 31, 2017, respectively)     1,112,049       738,248  
Interest payable     10,371       6,512  
Note payable     829       -  
CLO V warehouse credit facility     -       61,250  
Bond payable (net of debt issuance costs of $2,530 and $2,810 at September 30, 2018 and December 31, 2017, respectively)     83,395       93,103  
Other liabilities     17,653       16,284  
Total liabilities     1,263,272       966,447  
                 

Commitments and Contingencies (Footnote 13)

               

JMP Group LLC Shareholders' Equity

               
Common shares, $0.001 par value, 100,000,000 shares authorized; 22,780,052 shares issued at both September 30, 2018 and December 31, 2017; 21,357,212 and 21,729,079 shares outstanding at September 30, 2018 and December 31, 2017, respectively     23       23  
Additional paid-in capital     134,960       134,719  
Treasury shares at cost, 1,422,840 and 1,050,973 shares at September 30, 2018 and December 31, 2017, respectively     (7,908 )     (5,955 )
Accumulated deficit     (40,341 )     (32,452 )
Total JMP Group LLC shareholders' equity     86,734       96,335  
Nonredeemable Non-controlling Interest     13,560       13,844  
Total equity     100,294       110,179  
Total liabilities and equity   $ 1,363,566     $ 1,076,626  


See accompanying notes to consolidated financial statements.

 

4

 

 

 

JMP Group LLC

 Consolidated Statements of Financial Condition - (Continued)

(Unaudited)

(Dollars in thousands, except per share data)

 

Assets and liabilities of consolidated variable interest entities (“VIEs”) included in total assets and total liabilities above:

 

   

September 30, 2018

   

December 31, 2017

 
                 
Restricted cash   $ 44,840     $ 43,050  
Loans collateralizing asset-backed securities issued, net of allowance for loan losses     1,164,404       765,583  
Interest receivable     2,838       1,918  
Other assets     1,104       568  
Total assets of consolidated VIEs   $ 1,213,186     $ 811,119  
                 
Asset-backed securities issued, net of debt issuance costs     1,114,549 (1)     738,248  
Interest payable     9,479       5,346  
Other liabilities     1,650       1,221  
Total liabilities of consolidated VIEs   $ 1,125,678     $ 744,815  

(1) Includes $2.5 million of debt held by the Company which is eliminated on the Consolidated Statements of Financial Condition.

 

The asset-backed securities issued (“ABS”) by the VIE are limited recourse obligations payable solely from cash flows of the loans collateralizing them and related collection and payment accounts pledged as security. Accordingly, only the assets of the VIE can be used to settle the obligations of the VIE.

 

See accompanying notes to consolidated financial statements.

 

5

 

 

 

JMP Group LLC

Consolidated Statements of Operations

(Unaudited)

(In thousands, except per share data)

 

   

Three Months Ended September 30,

   

Nine Months Ended September 30,

 
   

2018

   

2017

   

2018

   

2017

 
                                 

Revenues

                               
Investment banking   $ 21,095     $ 22,085     $ 70,319     $ 54,813  
Brokerage     4,676       4,763       14,787       15,127  
Asset management fees     3,702       4,014       15,505       14,078  
Principal transactions     469       (1,392 )     (1,467 )     (3,608 )
Gain (loss) on sale, payoff and mark-to-market of loans     (556 )     278       (888 )     1,208  
Net dividend income     320       278       935       817  
Other income     306       282       666       921  
Non-interest revenues     30,012       30,308       99,857       83,356  
                                 
Interest income     18,652       10,900       47,031       29,663  
Interest expense     (13,789 )     (8,811 )     (35,125 )     (24,649 )
Net interest income     4,863       2,089       11,906       5,014  
                                 
Loss on repurchase, reissuance or early retirement of debt     (170 )     -       (2,838 )     (5,332 )
Provision for loan losses     (1,454 )     (368 )     (4,199 )     (3,488 )
Total net revenues after provision for loan losses     33,251       32,029       104,726       79,550  
                                 

Non-interest expenses

                               
Compensation and benefits     22,671       24,563       76,070       69,013  
Administration     2,302       1,459       7,246       5,999  
Brokerage, clearing and exchange fees     808       740       2,373       2,288  
Travel and business development     1,080       709       3,236       2,735  
Communications and technology     1,040       1,046       3,149       3,150  
Managed deal expenses     614       -       4,528       -  
Occupancy     1,172       1,117       3,432       3,339  
Professional fees     1,272       1,094       4,315       3,109  
Depreciation     285       277       836       891  
Other     369       366       1,532       1,993  
Total non-interest expenses     31,613       31,371       106,717       92,517  
Net income (loss) before income tax expense     1,638       658       (1,991 )     (12,967 )
Income tax expense (benefit)     527       1,113       (146 )     (169 )
Net income (loss)     1,111       (455 )     (1,845 )     (12,798 )
Less: Net income attributable to nonredeemable non-controlling interest     823       780       138       1,712  
Net income (loss) attributable to JMP Group LLC   $ 288     $ (1,235 )   $ (1,983 )   $ (14,510 )
                                 
Net income (loss) attributable to JMP Group LLC per common share:                                
Basic   $ 0.01     $ (0.06 )   $ (0.09 )   $ (0.67 )
Diluted   $ 0.01     $ (0.06 )   $ (0.09 )   $ (0.67 )
                                 
Distributions declared per common share   $ 0.090     $ 0.090     $ 0.270     $ 0.270  
                                 

Weighted average common shares outstanding:

                               
Basic     21,435       21,525       21,545       21,583  
Diluted     21,737       21,525       21,545       21,583  

 

See accompanying notes to consolidated financial statements. 

 

6

 

 

 

JMP Group LLC

Consolidated Statements of Changes in Equity

(Unaudited)

(In thousands)

  

   

JMP Group LLC's Equity

                 
                           

Additional

           

Nonredeemable

         
   

Common Shares

   

Treasury

   

Paid-In

   

Accumulated

   

Non-controlling

         
   

Shares

   

Amount

   

Shares

   

Capital

   

Deficit

   

Interest

   

Total Equity

 

Balance, December 31, 2017

    22,780     $ 23     $ (5,955 )   $ 134,719     $ (32,452 )   $ 13,844     $ 110,179  
Net income (loss)     -       -       -       -       (1,983 )     138       (1,845 )
Additional paid-in capital - share-based compensation     -       -       -       897       -       -       897  
Distributions and distribution equivalents declared on common shares and restricted share units     -       -       -       -       (5,906 )     -       (5,906 )
Purchases of shares of common shares for treasury     -       -       (2,340 )     -       -       -       (2,340 )
Reissuance of shares of common shares from treasury     -       -       387       -       -       -       387  
Surrender of subsidiary shares from non-controlling interest holders     -       -       -       (656 )     -       656       -  
Distributions to non-controlling interest holders     -       -       -       -       -       (1,527 )     (1,527 )
Capital contributions from non-controlling interest holders     -       -       -       -       -       449       449  
Balance, September 30, 2018     22,780     $ 23     $ (7,908 )   $ 134,960     $ (40,341 )   $ 13,560     $ 100,294  

 

 

 
   

JMP Group LLC's Equity

                 
                           

Additional

           

Nonredeemable

         
   

Common Shares

   

Treasury

   

Paid-In

   

Accumulated

   

Non-controlling

         
   

Shares

   

Amount

   

Shares

   

Capital

   

Deficit

   

Interest

   

Total Equity

 

Balance, December 31, 2016

    22,780     $ 23     $ (7,792 )   $ 135,945     $ (8,799 )   $ 15,917     $ 135,294  

Net income (loss)

    -       -       -       -       (14,510 )     1,712       (12,798 )
Additional paid-in capital - share-based compensation     -       -       -       1,485       -       -       1,485  

Distributions and distribution equivalents declared on common shares and restricted share units

    -       -       -       -       (5,829 )     -       (5,829 )

Purchases of shares of common shares for treasury

    -       -       (1,967 )     -       -       -       (1,967 )

Reissuance of shares of common shares from treasury

    -       -       2,154       -       -       -       2,154  

Distributions to non-controlling interest holders

    -       -       -       -       -       (3,868 )     (3,868 )

Capital contributions from non-controlling interest holders

    -       -       -       -       -       92       92  

Balance, September 30, 2017

    22,780     $ 23     $ (7,605 )   $ 137,430     $ (29,138 )   $ 13,853     $ 114,563  

 

See accompanying notes to consolidated financial statements.

 

7

 
 

JMP Group LLC

Consolidated Statements of Cash Flows

(Unaudited)

(In thousands)

 

   

Nine Months Ended September 30,

 
   

2018

   

2017

 

Cash flows from operating activities:

               
Net loss   $ (1,845 )   $ (12,798 )

Adjustments to reconcile net loss to net cash provided by (used in) operating activities:

               
Provision for loan losses     4,199       3,488  
(Gain) loss on sale and payoff of loans and mark-to-market of loans     888       (1,208 )

Loss on repurchase, reissuance or early retirement of debt

    2,838       5,542  

Change in other investments:

               
Income from investments in equity method investees     273       4,628  
Unrealized loss on other equity investments     (179 )     (505 )
Realized (gain) loss on other investments     205       (26 )
Depreciation and amortization     1,067       1,079  
Share-based compensation expense     1,135       2,159  

Other

    296       90  

Net change in operating assets and liabilities:

               
Decrease (increase) in interest receivable     (787 )     1,378  
Increase in receivables     (1,454 )     (22,419 )
Decrease (increase) in marketable securities     631       (3,293 )
Decrease in deposits and other assets     6,937       714  
Increase (decrease) in marketable securities sold, but not yet purchased     (2,315 )     16,254  
Increase in interest payable     3,859       1,240  
Decrease in accrued compensation     (9,760 )     (7,873 )
Increase (decrease) in other liabilities     1,967       (1,110 )
Net cash provided by (used in) operating activities     7,955       (12,660 )
                 

Cash flows from investing activities:

               
Purchases of fixed assets     (877 )     (204 )
Purchases of other investments     (1,525 )     (2,034 )
Sales of distributions from other investments     13,949       12,300  
Funding of loans collateralizing asset-backed securities issued     (307,808 )     (614,431 )

Funding of loans held for sale

    -       (2,752 )
Funding of loans held for investment     (312,089 )     (13,514 )

Sale, payoff and principal receipts of loans held for sale

    -       35,735  
Sale, payoff and principal receipts of loans collateralizing asset-backed securities issued     268,239       506,549  
Sale, payoff and principal payments on loans held for investment     26,726       975  

Net changes in cash collateral posted for derivative transactions

    -       25,000  
Net cash used in investing activities     (313,385 )     (52,376 )

 

See accompanying notes to consolidated financial statements.

 

8

 

 

 

JMP Group LLC

Consolidated Statements of Cash Flows - (Continued)

(Unaudited)

(In thousands)

 

   

Nine Months Ended September 30,

 
   

2018

   

2017

 

Cash flows from financing activities:

               
Repayment on bonds payable     (9,980 )     -  
Proceeds from issuance of Repurchase Agreement     3,878       -  
Proceeds from drawdowns on CLO V warehouse facility     263,750       7,000  
Repayments on CLO V warehouse facility     (325,000 )     -  

Proceeds from sale of note payable to affiliate

    829       -  
Payment of debt issuance costs     (1,897 )     -  

Repayment of asset-backed securities issued

    (332,100 )     (503,617 )

Repayment of Repurchase Agreement

    (3,878 )     -  
Proceeds of issuance from asset-backed securities issued     699,107       408,394  

Reissuance of asset-back securities

    4,453       -  
Distributions and distribution equivalents paid on common shares and RSUs     (5,906 )     (5,838 )

Capital contributions of nonredeemable non-controlling interest holders

    449       92  

Proceeds from exercises of stock options

    -       1,149  
Purchase of common shares for treasury     (2,309 )     (1,660 )
Distributions to non-controlling interest shareholders     (1,527 )     (3,868 )

Employee taxes paid on shares withheld for tax-withholding purposes

    (31 )     (307 )
Net cash provided by (used in) financing activities     289,838       (98,655 )
Net decrease in cash, cash equivalents, and restricted cash     (15,592 )     (163,691 )

Cash, cash equivalents and restricted cash, beginning of period

    137,321       313,148  
Cash, cash equivalents and restricted cash, end of period   $ 121,729     $ 149,457  
                 

Supplemental disclosures of cash flow information:

               
Cash paid during the period for interest   $ 31,266     $ 20,096  

Cash paid during the period for taxes

  $ 2,173     $ 1,153  
                 

Non-cash investing and financing activities:

               
Reissuance of shares of common share from treasury related to vesting of restricted share units and exercises of share options   $ 387     $ 2,154  
Distributions declared but not yet paid   $ 643     $ 644  
Acquisition of equity securities in restructuring of loans   $ 809     $ 520  
Transfer of loans held for investment to loans collateralizing asset-backed securities issued upon securitization of CLO V   $ 362,213     $ -  

 

 

See accompanying notes to consolidated financial statements. 

 

9

 

 

JMP Group LLC

Notes to Consolidated Financial Statements

September 30, 2018

(Unaudited)

 

 

1. Organization and Description of Business

 

       JMP Group LLC, together with its subsidiaries (collectively, the “Company”), is a diversified capital markets firm headquartered in San Francisco, California. The Company conducts its investment banking and institutional brokerage business through JMP Securities LLC (“JMP Securities”) and its asset management business through Harvest Capital Strategies LLC (“HCS”), HCAP Advisors LLC (“HCAP Advisors”), JMP Asset Management LLC (“JMPAM”), and JMP Credit Advisors LLC (“JMPCA”). The Company conducts certain principal investment transactions through JMP Investment Holdings LLC (“JMP Investment Holdings”) and other subsidiaries. The above entities, other than HCAP Advisors, are wholly-owned subsidiaries. JMP Securities is a U.S. registered broker-dealer under the Securities Exchange Act of 1934, as amended (the "Exchange Act”), and is a member of the Financial Industry Regulatory Authority (“FINRA”). JMP Securities operates as an introducing broker and does not hold funds or securities for, or owe any money or securities to customers and does not carry accounts for customers. All customer transactions are cleared through another broker-dealer on a fully disclosed basis. HCS is a registered investment advisor under the Investment Advisers Act of 1940, as amended, and provides investment management services for sophisticated investors in investment partnerships and other entities managed by HCS. HCAP Advisors provides investment advisory services to Harvest Capital Credit Corporation (“HCC”). JMPAM currently manages two fund strategies: one that invests in real estate and real estate-related enterprises and another that provides credit to small and midsized private companies. JMPCA is an asset management platform that underwrites and manages investments in senior secured debt. JMPCA currently manages three collateralized loan obligations (“CLO”) vehicles. The Company completed a Reorganization Transaction in January 2015 pursuant to which JMP Group Inc. became a wholly-owned subsidiary of JMP Group LLC (the “Reorganization Transaction”). The Company entered into a Contribution Agreement in November 2017 pursuant to which JMP Group Inc. became a wholly-owned subsidiary of JMP Investment Holdings, which is a wholly-owned subsidiary of JMP Group LLC. 

 

Recent Transactions

 

In February 20, 2018, the Company closed a refinancing of the asset back securities issued by JMP Credit Advisors CLO III Ltd ("CLO III"), which lowered the weighted average cost of funds by 55 basis points and extended the reinvestment period for two years. In connection with the refinancing, the Company recorded losses on early retirement of debt related to unamortized debt issuance costs of $2.6 million for the quarter ended March 31, 2018.

 

On July 26, 2018, entities sponsored by JMP Group LLC closed a $407.8 million CLO. The senior notes offered in this transaction (the "Secured Notes") were issued by JMP Credit Advisors CLO V Ltd. ("CLO V"), a special purpose Cayman vehicle, and co-issued by JMP Credit Advisors CLO V LLC, a special purpose Delaware vehicle, and were backed by a diversified portfolio of broadly syndicated leveraged loans. The Secured Notes were issued in multiple tranches and are rated by Moody's Investors Service, Inc. The Company, through a wholly-owned subsidiary, retained 100% of the junior subordinated notes and 25% of the senior subordinated notes, which are not rated. JMPCA serves as collateral manager of CLO V under a collateral management agreement.

 

On October 11, 2018, the Company established, through its affiliate, JMP Credit Advisors Long-Term Warehouse Ltd., a Cayman Islands vehicle (the “Borrower”), and the Borrower's subsidiary, JMP Credit Advisors CLO VI Warehouse Ltd., a Cayman Islands vehicle (together with the Borrower, the Borrower Entities"), a $100 million revolving credit facility (the “Facility”) with BNP Paribas to finance the acquisition of a portfolio of broadly syndicated corporate loans. JMPCA will act as collateral manager with duties including the selection of assets to be acquired by the Borrower Entities. All borrowings under the Facility will be subject to the satisfaction of certain customary covenants, the accuracy of certain representations and warranties, concentration limitations and other restrictions. The Facility will be primarily secured by a portfolio of broadly syndicated corporate loans that are eligible for acquisition by the Borrower Entities. The Borrower Entities are collectively subject to mandatory prepayments under the Facility upon the occurrence of certain events. In addition, the Borrower may make optional prepayments under the Facility. The Facility is structured to have a revolving period of up to three years ending October 11, 2021, and a twelve-month amortization period. The Facility will have a market standard advance rate, and any outstanding balances will bear interest at standard market interest rates based on LIBOR.

 

 

 

 

 

2. Summary of Significant Accounting Policies 

 

Basis of Presentation

 

These consolidated financial statements and related notes are unaudited and have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. These consolidated financial statements should be read in conjunction with the Company’s consolidated financial statements and notes thereto included in its Annual Report on Form 10-K for the year ended December 31, 2017 (the “Annual Report”). The results of operations for any interim period are not necessarily indicative of the results to be expected for a full year. In the opinion of management, all normal, recurring adjustments have been included for a fair statement of this interim financial information.

 

The consolidated accounts of the Company include the wholly-owned subsidiaries and the partially-owned subsidiaries of which we are the majority owner or the primary beneficiary. All material intercompany accounts and transactions have been eliminated in consolidation. Non-controlling interests on the Consolidated Statements of Financial Condition as of September 30, 2018 and December 31, 2017 relate to the interest of third parties in the partially-owned subsidiaries. Certain prior year amounts have been reclassified to conform to current year presentation.

 

See Note 2 - Summary of Significant Accounting Policies in the Company's Annual Report for the Company's significant accounting policies.

 

For the nine months ended September 30, 2018, there were no significant changes made to the Company’s significant accounting policies other than those described below. The accounting policy changes are attributable to the adoption of Financial Accounting Standards Board (“FASB”) Accounting Standards Update (“ASU”) No. 2014-09, Revenue from Contracts with Customers (Topic 606). The Company adopted this standard on January 1, 2018 using a modified retrospective approach. Accordingly, the new revenue standard was applied prospectively in the Company’s financial statements from January 1, 2018 forward and reported financial information for historical comparable periods was not revised and will continue to be reported under the accounting standards in effect during those historical periods.

 

Refer to Note 3, Recent Accounting Pronouncements, for additional information.

 

 

10

 

 

 

3. Recent Accounting Pronouncements

 

 Accounting Standards to be Adopted in Future Periods

 

ASU 2016-02, Leases (Topic 842), was issued in February 2016, with subsequent amendments, to increase transparency and comparability among organizations by recognizing lease assets and lease liabilities on the balance sheet and disclosing information about leasing arrangements. The standard requires lessees to recognize the assets and liabilities arising from operational leases on the balance sheet. ASU 2016-02 will become effective for fiscal years beginning after December 15, 2018. Upon adoption, the Company expects to recognize its lease agreements as a right-to-use asset with a corresponding lease liability to reflect the present value of the future lease payments. The Company is evaluating the impact of the adoption of this standard.

 

ASU 2016-13, Measurement of Credit Losses on Financial Instruments (Topic 326), was issued in June 2016 to replace the incurred loss impairment methodology with a methodology that reflects expected credit losses and requires consideration of a broader range of reasonable and supportable information to inform credit loss estimates. This standard will become effective for fiscal years beginning after December 31, 2019. The Company is evaluating the impact of the adoption of this standard.

 

ASU 2017-08Receivables-Nonrefundable Fees and Other Costs (Sub-topic 310-20): Premium Amortization on Purchased Callable Debt Securities, was issued in March 2017 to shorten the amortization period for certain purchased callable debt securities held at a premium. It requires the premium to be amortized over the period until the earliest call date. The amendment does not make any changes for securities held at a discount. The new guidance will be effective for public business entities for fiscal years beginning after December 15, 2019, and interim periods within fiscal years beginning after December 15, 2020. Early adoption is permitted, including adoption in an interim period. The Company is evaluating the impact of the adoption of this standard.

 

ASU 2018-13, Fair Value Measurement (Topic 820), was issued in August 2018 as part of the disclosure framework project to improve the effectiveness of the disclosures in the notes to the financial statements. The amendments in this update modify the disclosure requirements on fair value measurements in Topic 820, Fair Value Measurement. The new guidance will be effective for all entities for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2019. The Company is evaluating the impact of the adoption of this standard.

 

Recently Adopted Accounting Guidance

 

ASU 2018-03, Technical Corrections and Improvements to Financial Instruments - Overall (Sub-topic - 825-10) was issued in February 2018 to address the questions raised by stakeholders to clarify the guidance issued in ASU 2016-01. The Financial Accounting and Standards Board amended the guidance on using the measurement alternative for equity securities without readily determinable fair value and clarifies the presentation requirements for entities that elect the fair value option. The amendments in the update are effective for public business entities for fiscal periods beginning after December 15, 2017, and interim periods beginning after June 15, 2018. The adoption of ASU 2018-03 did not have a material impact on the company's financial statements.

 

ASU 2014-09, Revenue from Contracts with Customers (Topic 606), was issued in May 2014, with subsequent amendments, to provide a more robust framework for addressing revenue issues, and to clarify the implementation guidance on principal versus agent considerations. The standard is effective for annual reporting periods beginning after December 15, 2017 and allows either a full retrospective or modified retrospective approachThe Company adopted this standard on January 1, 2018 using a modified retrospective approach. Accordingly, the new revenue standard will be applied prospectively in the Company’s financial statements from January 1, 2018 forward and reported financial information for historical comparable periods will not be revised and will continue to be reported under the accounting standards in effect during those historical periods. The new standard does not apply to revenue from financial instruments, including loans and securities, and as a result, did not have an impact on revenues closely associated with financial instruments, including principal transactions, interest income, and interest expense. The new standard primarily impacts the presentation of our investment banking revenues, specifically our underwriting revenues, strategic advisory revenues, and private placement fees. Certain investment banking revenues have historically been presented net of related expenses. Under the new standard, revenues and expenses related to investment banking transactions are presented gross in the Consolidated Statements of Operations.

 

For the quarter ended September 30, 2018, there was no significant impact as a result of adoption of the new revenue standard to our consolidated financial statements. The new revenue standard primarily impacted the presentation of our investment banking revenue and expenses. The table below presents the impact to revenues and expenses as a result of the change in presentation of investment banking expenses:

 

   

Three Months Ended September 30, 2018

   

Nine Months Ended September 30, 2018

 

(in thousands)

                                               
   

As Reported

   

ASC 606 Impact

   

Pre-Adoption (1)

   

As Reported

   

ASC 606 Impact

   

Pre-Adoption (1)

 
                                                 

Revenues

                                               
Investment banking   $ 21,095     $ 913     $ 20,182     $ 70,319     $ 5,643     $ 64,676  
Total non-interest revenues     30,012       913       29,099       99,857       5,643       94,214  
Total net revenues after provision for loan losses     33,251       913       32,338       104,726       5,643       99,083  
                                                 

Expenses

                                               
Travel and business development     1,080       299       781       3,236       928       2,308  
Managed deal expenses     614       614       -       4,528       4,528       -  
Professional fees     1,272       -       1,272       4,315       187       4,128  
Total non-comp expenses     8,942       913       8,029       30,647       5,643       25,004  
Total non-interest expenses     31,613       913       30,700       106,717       5,643       101,074  

 

 (1)  Amounts reflect each impacted consolidated financial statement line item as they would have been reported under accounting principles generally accepted in the United States of America prior to the adoption of the new revenue standard.     

 

ASU 2016-01, Recognition and Measurement of Financial Assets and Financial Liabilities (Sub-topic 825-10), was issued in January 2016. The amendments address certain aspects of recognition, measurement, presentation and disclosure of financial instruments. They require equity securities that are neither accounted by equity method nor consolidated to be measured at fair value with changes of fair values recognized as net income. Those equity securities that do not have readily determinable fair value  may be measured at cost less impairment, plus or minus changes resulting from observable price changes in orderly transactions for the identical or similar investment of the same issuer. In addition, the amendments simplify the impairment assessment of equity investments without determinable fair values by requiring a qualitative assessment at each reporting period. This standard was effective for fiscal years beginning after December 15, 2017, and interim periods within those fiscal years. The adoption of ASU 2016-01 did not have a material impact on the Company’s financial statements.

 

11

 

ASU 2016-15, Classification of Certain Cash Receipts and Cash Payments (Topic 230), was issued in August 2016 to address diversity in practice in how certain cash receipts and cash payments are presented and classified in the statement of cash flows. This standard addresses the following eight specific cash flow issues: Debt prepayment or debt extinguishment costs; settlement of zero-coupon debt instruments or other debt instruments with coupon interest rates that are insignificant in relation to the effective interest rate of the borrowing; contingent consideration payments made after a business combination; proceeds from the settlement of insurance claims; proceeds from the settlement of corporate-owned life insurance policies; distributions received from equity method investees; beneficial interests in securitization transactions; and separately identifiable cash flows and application of the predominance principle. The amendments in this standard are effective for fiscal years beginning after December 15, 2017, and interim periods within those fiscal years. The adoption of ASU 2016-15 did not have a material impact on the Company’s financial statements.

 

ASU 2016-16, Income Taxes (Topic 740), was issued in October 2016 to improve the accounting for income tax consequences of intra-entity transfers of assets other than inventory and to reduce the complexity/cost in accounting standards. The Financial Accounting Standards Board decided to recognize the income tax consequences to intra-entity transfers when the transfer occurs. The amendment is effective for annual reporting periods beginning after December 15, 2017 including interim reporting periods within those annual reporting periods. Early adoption is permitted and is applied on a modified retrospective basis through a cumulative-effect adjustment directly to retained earnings at the beginning of the period of adoption. The adoption of ASU 2016-16 did not have a material impact on the Company’s financial statements.

 

ASU 2016-18, Statement of Cash Flows (Topic 230addresses the diversity that exists in the classification and presentation of changes in restricted cash and transfers between cash and restricted cash on the statement of cash flows. The amendment applies to all entities that report restricted cash or restricted cash equivalents and present a statement of cash flows. The provisions of this update require the explanation of the changes during the period. The amendments in this update are effective for public business entities for fiscal years beginning after December 15, 2017 and interim periods within those fiscal years. Additionally, early adoption is permitted with a retrospective transition method and all adjustments should be reflected as of the beginning of the fiscal year that includes that interim period. The adoption of ASU 2016-18 resulted in a decrease of cash used in operating activities of $1.3 million and a decrease in cash provided by investing activities of $167.0 million for the nine months ended September 30, 2017.

 

 

4. Fair Value Measurements

 

The following tables provide fair value information related to the Company’s financial instruments at September 30, 2018 and December 31, 2017:

 

   

September 30, 2018

 

(In thousands)

 

Carrying Value

   

Fair Value

 
           

Level 1

   

Level 2

   

Level 3

   

Total

 

Assets:

                                       
Cash and cash equivalents   $ 73,143     $ 73,143     $ -     $ -     $ 73,143  
Restricted cash and deposits     48,586       48,586       -       -       48,586  
Marketable securities owned     20,194       20,194       -       -       20,194  
Other investments (1)     868       -       868       -       868  
Other investments measured at net asset value (1)     8,304       -       -       -       -  
Loans held for investment, net of allowance for loan losses     5,606       -       1,325       3,673       4,998  
Loans collateralizing asset-backed securities issued, net of allowance for loan losses     1,164,404       -       1,171,526       1,271       1,172,797  
Total assets:   $ 1,321,105     $ 141,923     $ 1,173,719     $ 4,944     $ 1,320,586  
                                         

Liabilities:

                                       
Marketable securities sold, but not yet purchased   $ 5,604     $ 5,604     $ -     $ -     $ 5,604  
Notes payable     829       -       829       -       829  
Asset-backed securities issued, net of debt issuance costs     1,112,049       -       1,120,691       -       1,120,691  
Bond payable     83,395       87,201       -       -       87,201  
Total liabilities:   $ 1,201,877     $ 92,805     $ 1,121,520     $ -     $ 1,214,325  

 

12

 

 

   

December 31, 2017

 

(In thousands)

 

Carrying Value

   

Fair Value

 
           

Level 1

   

Level 2

   

Level 3

   

Total

 

Assets:

                                       

Cash and cash equivalents

  $ 85,594     $ 85,594     $ -     $ -     $ 85,594  

Restricted cash and deposits

    51,727       51,727       -       -       51,727  

Marketable securities owned

    20,825       20,825       -       -       20,825  

Receivable from clearing broker

    6,801       6,801       -       -       6,801  

Other investments (1)

    10,226       -       10,226       -       10,226  

Other investments measured at net asset value (1)

    8,224       -       -       -       -  

Loans held for investment, net of allowance for loan losses

    83,948       -       80,956       3,342       84,298  

Loans collateralizing asset-backed securities issued, net of allowance for loan losses

    765,583       -       766,298       -       766,298  

Total assets:

  $ 1,032,928     $ 164,947     $ 857,480     $ 3,342     $ 1,025,769  
                                         

Liabilities:

                                       

Marketable securities sold, but not yet purchased

  $ 7,919     $ 7,919     $ -     $ -     $ 7,919  

Asset-backed securities issued, net of debt issuance costs

    738,248       -       748,015       -       748,015  

Bond payable

    93,103       -       97,014       -       97,014  

CLO V warehouse credit facility

    61,250       -       61,250       -       61,250  

Total liabilities:

  $ 900,520     $ 7,919     $ 906,279     $ -     $ 914,198  

 

 

(1)

In accordance with ASC 820-10, certain investments that are measured at fair value using the net asset value per share (or its equivalent) have not been classified in the fair value hierarchy. The fair value amounts presented in this table are intended to permit reconciliation of the fair value hierarchy to the amounts presented in the statement of financial position. The carrying values of these lines reconciles to the parenthetical disclosure of other investments on the Consolidated Statements of Financial Condition.

 

Recurring Fair Value Measurement

 

The following tables provide information related to the Company’s assets and liabilities carried at fair value on a recurring basis at September 30, 2018 and December 31, 2017: 

 

(In thousands)

         

September 30, 2018

 
   

Carrying Value

   

Level 1

   

Level 2

   

Level 3

   

Total

 
                                         
Marketable securities owned   $ 20,194     $ 20,194     $ -     $ -     $ 20,194  

Other investments:

                                       
Investments in hedge funds managed by the Company     868       -       868       -       868  
Investments in other funds managed by the Company (1)     4,870       -       -       -       -  
Total investment in funds managed by the Company (1)     5,738       -       868       -       868  
Limited partnership in investments in private equity/ real estate funds (1)     3,434       -       -       -       -  
Total other investments     9,172       -       868       -       868  
Total assets:   $ 29,366     $ 20,194     $ 868     $ -     $ 21,062  
                                         
Marketable securities sold, but not yet purchased   $ 5,604     $ 5,604     $ -     $ -     $ 5,604  
                                         
Total liabilities:   $ 5,604     $ 5,604     $ -     $ -     $ 5,604  

 

 

(1)

In accordance with ASC 820-10, certain investments that are measured at fair value using the net asset value per share (or its equivalent) have not been classified in the fair value hierarchy. The fair value amounts presented in this table are intended to permit reconciliation of the fair value hierarchy to the amounts presented in the statement of financial position. The carrying values of these lines reconciles to the parenthetical disclosure of other investments on the Consolidated Statements of Financial Condition.

 

13

 

 

(In thousands)

         

December 31, 2017

 
   

Carrying Value

   

Level 1

   

Level 2

   

Level 3

   

Total

 
                                         

Marketable securities owned

  $ 20,825     $ 20,825     $ -     $ -     $ 20,825  

Other investments:

                                       

Investments in hedge funds managed by the Company

    10,226       -       10,226       -       10,226  

Investments in other funds managed by the Company (1)

    4,463       -       -       -       -  

Total investment in funds managed by the Company (1)

    14,689       -       10,226       -       10,226  

Limited partnership in investments in private equity/ real estate funds (1)

    3,761       -       -       -       -  

Total other investments

    18,450       -       10,226       -       10,226  

Total assets:

  $ 39,275     $ 20,825     $ 10,226     $ -     $ 31,051  
                                         

Marketable securities sold, but not yet purchased

  $ 7,919     $ 7,919     $ -     $ -     $ 7,919  
                                         

Total liabilities:

  $ 7,919     $ 7,919     $ -     $ -     $ 7,919  

 

 

(1)

In accordance with ASC 820-10, certain investments that are measured at fair value using the net asset value per share (or its equivalent) have not been classified in the fair value hierarchy. The fair value amounts presented in this table are intended to permit reconciliation of the fair value hierarchy to the amounts presented in the statement of financial position. The carrying values of these lines reconciles to the parenthetical disclosure of other investments on the Consolidated Statements of Financial Condition.

 

Transfers between levels of the fair value hierarchy result from changes in the observability of fair value inputs used in determining fair values for different types of financial assets and are recognized at the beginning of the reporting period in which the event or change in circumstances that caused the transfer occurs. The Company’s policy is to recognize the fair value of transfers among Levels 1, 2 and 3 as of the end of the reporting period. For recurring fair value measurements, there were no transfers between Levels 1, 2 and 3 for the three and nine months ended September 30, 2018 and year ended December 31, 2017.

 

The Company’s Level 2 assets held in other investments consist of investments in hedge funds managed by HCS. The carrying value of investments in hedge funds is calculated using the equity method and approximates fair value. Earnings or losses attributable to these investments are recorded in principal transactions. These assets are considered Level 2 as the underlying hedge funds are mainly invested in publicly traded stocks whose value is based on quoted market prices. The Company’s proportionate share of those investments is included in the tables above.

 

The investments in private equity funds managed by HCS and JMPAM are recognized using the fair value option. The Company uses the reported net asset value per share as a practical expedient to estimate the fair value of the funds. The risks associated with these investments are limited to the amounts of invested capital, remaining capital commitment and any management and incentive fees receivable.

 

The Company determined the fair value of short-term debt, which includes notes payable, to approximate their carrying values. This was determined as the debt has either (1) a variable interest rate tied to LIBOR and therefore reflects market conditions, or (2) a term less than one year and there have been no observable changes in the credit quality of the Company since the issuance of the debt. Based on the fair value methodology, the Company has identified short-term debt as Level 2 liabilities.

 

The Company determined the fair value of loans collateralizing asset-backed securities and loans held for investment identified as Level 2 assets primarily using the average market bid and ask quotation obtained from a loan pricing service. The valuations are received from a pricing service to which the Company subscribes. The pricing service's analysis incorporates comparable loans traded in the marketplace, the obligors industry, future business prospects, capital structure, and expected credit losses. Significant declines in the performance of the obligor would result in decrease to the fair value measurement. The fair value of loans held for investment identified as Level 3 assets are determined using the discounted cash flow model using the treasury rate, loan interest rate, and an internally generated risk rate.

 

The Company determined the fair value of asset-backed securities issued based upon pricing from published market research for equivalent-rated CLO notes. Based on the fair value methodology, the Company has identified the asset-backed securities issued as Level 2 liabilities.

 

As of both September 30, 2018 and December 31, 2017, $7.9 million of assets were measured using the net asset value as a practical expedient. Investments for which fair value was estimated using net asset value as a practical expedient were as follows:

 

             

Fair Value at

   

Unfunded Commitments

 

Dollars in thousands

 

Redemption

Frequency

 

Redemption

Notice Period

   

September 30, 2018

   

December 31, 2017

   

September 30, 2018

   

December 31, 2017

 
                                           
Limited partner investments in private equity/ real estate funds   Nonredeemable   N/A     $ 3,434     $ 3,761     $ 2,013     $ 3,279  
Investment in other funds managed by the Company   Nonredeemable   N/A     $ 4,870     $ 4,173     $ -     $ -  

 

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Non-recurring Fair Value Measurements

 

The Company's assets that are measured at fair value on a non-recurring basis result from the application of lower of cost or market accounting or write-downs of individual assets. The Company held loans measured at fair value on a non-recurring basis of $1.6 million and $2.0 million as of September 30, 2018 and December 31, 2017, respectively.

 

Loans Held for Investment

 

 At September 30, 2018 and December 31, 2017, the number of loans held for investment outside of the CLO portfolios were six and ten, respectively. The Company reviews credit quality of these loans within this portfolio segment on a loan by loan basis mainly focusing on the borrower’s financial position and results of operations as well as the current and expected future cash flows on the loans.

 

There were no loans past due as of September 30, 2018, and there was one loan past due as of December 31, 2017. A summary of activity in loan losses for the three and nine months ended September 30, 2018 and 2017 is as follows:

 

(in thousands)

 

Three Months Ended September 30,

   

Nine Months Ended September 30,

 
   

2018

   

2017

   

2018

   

2017

 
   

Impaired

   

Non-impaired

   

Impaired

   

Non-impaired

   

Impaired

   

Non-impaired

   

Impaired

   

Non-impaired

 
Balance, at beginning of the period   $ -     $ (1,746 )   $ (2,413 )   $ -     $ (2,279 )   $ (494 )   $ (823 )   $ -  

Provision for loan losses

                                                               
Specific     (149 )     -       (734 )     -       (353 )     -       (1,465 )     -  
General     -       -       -       (49 )     -       (1,278 )     -       (49 )
Charge off     -       -       996       -       2,483       26       1376       -  
Transfers to (from) loans collateralizing asset-backed securities     -       1,746       -       -       -       1,746       (1,239 )     -  
Balance, at end of the period   $ (149 )   $ -     $ (2,151 )   $ (49 )   $ (149 )   $ -     $ (2,151 )   $ (49 )

 

A loan is considered to be impaired when, based on current information, it is probable that the Company will be unable to collect all amounts due in accordance with the contractual terms of the original loan agreement, including scheduled principal and interest payments. As of September 30, 2018 and December 31, 2017, $0.5 million and $1.4 million of recorded investment amount of loans issued were individually evaluated for impairment, respectively

 

As of September 30, 2018 and December 31, 2017, the Company classified all its loans as Cash Flow loans, as their funding decisions were all primarily driven by the cash flows of the borrower. The table below presents certain information pertaining to the loans on non-accrual status as of September 30, 2018 and December 31, 2017:

 

(in thousands)  

Recorded

Investment

   

Unpaid

Principal

   

Related

Allowance

   

Average

Recorded

Investment

   

Interest

Income

Recognized

 

September 30, 2018

                                       
Impaired loans with an allowance recorded   $ 467     $ 489     $ 149     $ 467     $ 22  
Impaired loans with no related allowance recorded     -       -       -       -       -  
Total impaired loans   $ 467     $ 489     $ 149     $ 467     $ 22  

 

(in thousands)  

Recorded

Investment

   

Unpaid

Principal

   

Related

Allowance

   

Average

Recorded

Investment

   

Interest

Income

Recognized

 

December 31, 2017

                                       

Impaired loans with an allowance recorded

  $ 1,379     $ 1,448     $ 391     $ 1,411     $ 32  

Impaired loans with no related allowance recorded

    -       -       -       -       -  

Total impaired loans

  $ 1,379     $ 1,448     $ 391     $ 1,411     $ 32  

 

15

 

 

The Company's management, at least on a quarterly basis, reviews each loan and evaluates the credit quality of the loan. The review primarily includes the following credit quality indicators with regard to each loan: 1) Moody's rating, 2) current internal rating, 3) trading price of the loan, and 4) performance of the obligor. The tables below present, by credit quality indicator, the Company's recorded investment in loans held for investment at September 30, 2018 and December 31, 2017:

 

(In thousands)

 

 
Cash Flow Loans

 
   

September 30,

   

December 31,

 
   

2018

   

2017

 
                 

Moody's rating:

               

Baa1 - Baa3

  $ -     $ -  

Ba1 - Ba3

    -       12,174  

B1 - B3

    -       64,170  

Caa1 - Caa3

    2,468       5,310  

Not Rated

    3,336       4,595  

Total:

  $ 5,804     $ 86,249  
                 

Internal rating (1) :

               
2   $ 918     $ 77,525  
3     -       384  
4     1,978       2,613  
5     489       1,379  

Not rated

    2,419       4,348  

Total:

  $ 5,804     $ 86,249  
                 

Performance:

               

Performing

  $ 5,300     $ 83,161  

Non-performing

    504       3,088  

Total:

  $ 5,804     $ 86,249  

 

(1)

Loans with an internal rating of 3 or below are reviewed individually to identify loans to be designated for non-accrual status. 

 

 

5. Loans Collateralizing Asset-backed Securities Issued

 

Allowance for Loan Losses

 

A summary of the activity in the allowance for loan losses for the three and nine months ended September 30, 2018 and 2017 is as follows:

(In thousands)  

Three Months Ended September 30,

   

Nine Months Ended September 30,

 
   

2018

   

2017

   

2018

   

2017

 
   

Impaired

   

Non-Impaired

   

Impaired

   

Non-Impaired

   

Impaired

   

Non-Impaired

   

Impaired

   

Non-Impaired

 
Balance at beginning of period   $ (110 )   $ (6,861 )   $ (1,211 )   $ (6,477 )   $ (390 )   $ (6,533 )   $ (937 )   $ (5,783 )
Reversal (provision) for loan losses:                                                                
Specific reserve     (558 )     -       (128 )     26       (1,366 )     -       (1,641 )     26  
General reserve     -       (747 )     -       244       -       (1,075 )     -       (630 )
Charge off     110       -       950       -       1,198       -       950       180  
Transfer to (from) loans held for investment     -       (1,746 )     -       -       -       (1,746 )     1,239       -  
Balance at end of period   $ (558 )   $ (9,354 )   $ (389 )   $ (6,207 )   $ (558 )   $ (9,354 )   $ (389 )   $ (6,207 )

 

16

 

 

Impaired Loans, Non-Accrual, Past Due Loans and Restructured Loans

 

A loan is considered to be impaired when, based on current information, it is probable that the Company will be unable to collect all amounts due in accordance with the contractual terms of the original loan agreement, including scheduled principal and interest payments. As of September 30, 2018 and December 31, 2017, $1.8 million and $1.4 million of the recorded investment amount in loans collateralizing asset-backed securities issued were individually evaluated for impairment, respectively. The remaining $1,172.5 million and $771.1 million of recorded investment amount of loans collateralizing asset-backed securities issued were collectively evaluated for impairment as of September 30, 2018 and December 31, 2017, respectively.

 

As of September 30, 2018 and December 31, 2017, the Company classified all its loans as Cash Flow loans, as their funding decisions were all primarily driven by the cash flows of the borrower. The table below presents certain information pertaining to the loans on non-accrual status at September 30, 2018 and December 31, 2017:

 

(In thousands)

 

Recorded

Investment

   

Unpaid Principal

Balance

   

Related

Allowance

   

Average

Recorded

Investment

   

Interest Income

Recognized

 

September 30, 2018

                                       
Impaired loans with an allowance recorded   $ 1,830     $ 1,956     $ 558     $ 1,830     $ 119  

Impaired loans with no related allowance recorded

    -       -       -       -       -  
Total impaired loans   $ 1,830     $ 1,956     $ 558     $ 1,830     $ 119  
                                         

December 31, 2017

                                       

Impaired loans with an allowance recorded

  $ 1,379     $ 1,448     $ 391     $ 1,411     $ 32  

Impaired loans with no related allowance recorded

    -       -       -       -       -  

Total impaired loans

  $ 1,379     $ 1,448     $ 391     $ 1,411     $ 32  

 

Loans are considered past due if the required principal and interest payments have not been received as of the date such payments were due. No loans were past due at September 30, 2018 or December 31, 2017. During the three and nine months ended September 30, 2017, the Company had two loans which were modified in troubled debt restructurings. The principal balances of the loans were reduced from $2.5 million to $0.5 million, the maturity dates of the loans were extended from 2021 to 2022, and the interest rates on the loans were increased by 1.30% and 3.00% percent. In addition the Company received $0.4 million of cash and $0.5 million worth of equity shares in connection with the restructuring. The Company has no commitments to lend additional funds for the loans that were restructured.

 

During the nine months ended September 30, 2018, the Company had two loans, which were modified in a troubled debt restructuring. The loans, with a principal balance and a carrying balance of $1.9 million and $1.0 million in total, respectively, were converted to equity. The Company valued the equity at $0.8 million in total upon conversion and incurred a loss of $0.1 million in relation to the restructuring as of September 30, 2018. The Company had no loans modified in a troubled debt restructuring during the three months ended September 30, 2018.

 

Credit Quality of Loans

 

The Company’s management, at least on a quarterly basis, reviews each loan and evaluates the credit quality of the loan. The review primarily includes the following credit quality indicators with regard to each loan: 1) Moody’s rating, 2) current internal rating, 3) the trading price of the loan and 4) performance of the obligor. The tables below present, by credit quality indicator, the Company’s recorded investment in loans collateralizing asset-backed securities issued at September 30, 2018 and December 31, 2017:

 

(In thousands)

 

Cash Flow Loans

 
   

September 30,

   

December 31,

 
   

2018

   

2017

 
                 

Moody's rating:

               
Baa1 - Baa3   $ 7,411     $ 8,880  
Ba1 - Ba3     239,980       134,061  
B1 - B3     881,880       579,091  
Caa1 - Caa3     43,215       50,475  
Ca     1,271       -  
Total:   $ 1,173,757     $ 772,507  
                 

Internal rating: (1)

               
2   $ 1,024,963     $ 692,198  
3     134,928       70,217  
4     12,595       8,713  
5     1,271       1,379  
Total:   $ 1,173,757     $ 772,507  
                 

Performance:

               
Performing   $ 1,172,486     $ 771,128  
Non-Performing     1,271       1,379  
Total:   $ 1,173,757     $ 772,507  

 

(1)

Loans with an internal rating of 3 or below are reviewed individually to identify loans to be designated for non-accrual status.

17

 

 

 

6. Debt

 

Bond Payable

 

(In thousands)

 

September 30, 2018

   

December 31, 2017

 
                 
8.00% Senior Notes due 2023   $ 36,000     $ 46,000  

7.25% Senior Notes due 2027

    50,000       50,000  
Total outstanding principal   $ 86,000     $ 96,000  
Less: Debt issuance costs     (2,530 )     (2,802 )
Less: Consolidation elimination     (75 )     (95)  
Total debt obligations   $ 83,395     $ 93,103  

 

The 8% Senior Notes due 2023 and the 7.25% Senior Notes due 2027 (collectively, the “Senior Notes”) were issued pursuant to indentures with U.S. Bank National Association, as trustee. The 8% Senior Notes indentures contain a minimum liquidity covenant that obligates JMP Group Inc. to maintain liquidity of at least an amount equal to the lesser of (i) the aggregate amount due on the next eight scheduled quarterly interest payments on the 8% Senior Notes, or (ii) the aggregate amount due on all remaining scheduled quarterly interest payments on the $46 million 8% Senior Notes until the maturity of the Senior Notes. The Senior Notes indenture also contains customary event of default and cure provisions. If an uncured default occurs and is continuing, the Trustee or the holders of at least 25% in principal amount of the Senior Notes may declare the Senior Notes immediately due and payable. The Senior Notes are JMP Group Inc.’s general unsecured senior obligations, and rank equally with all existing and future senior unsecured indebtedness and are senior to any other indebtedness expressly made subordinate to the notes. At both September 30, 2018 and December 31, 2017, the Company was in compliance with the debt covenants in the indentures. On July 31, 2018, the Company redeemed $10 million of the 8% Senior Notes. The Company recorded a loss of $0.2 million related to early redemption. 

 

      The future scheduled principal payments of the debt obligations were as follows:

 

(In thousands)

 

September 30, 2018

 
         

2018

  $ -  

2019

    -  

2020

    -  

2021

    -  

2022

    -  
Thereafter     86,000  
Total   $ 86,000  

 

Note Payable, Lines of Credit and Credit Facilities

 

(In thousands)

 

Outstanding Balance

 
   

September 30, 2018

   

December 31, 2017

 
                 
$340 million, CLO V Warehouse Credit Facility through July 31, 2018   $ -     $ 61,250  
$25 million, JMP Holding Credit Agreement through June 4, 2019     -       -  

$20 million, JMP Securities Revolving Line of Credit through June 6, 2019

    -       -  

Other

    829       -  
Total Credit Facilities   $ 829     $ 61,250  

 

The Company's Credit Agreement (the "Credit Agreement") dated as of August 3, 2016, was entered by and between JMP Holding and City National Bank ("CNB"). The Credit Agreement contains financial and other covenants, including, but not limited to, limitations on debt, liens and investments, as well as the maintenance of certain financial covenants. A violation of any one of these covenants could result in a default under the Credit Agreement, which would permit CNB to terminate the Company’s note and require the immediate repayment of any outstanding principal and interest. As of both September 30, 2018 and December 31, 2017, the Company was in compliance with the loan covenants. As of both September 30, 2018 and December 31, 2017, the outstanding balance on the Credit Agreement was zero. The $25 million line of credit has a LIBOR plus 225 bps interest rate, which will convert to a term loan after June 4, 2019, and will be repaid in quarterly installments of 3.75% of funded debt for the first two years, 5.00% of funded debt for the next two years, and the remainder due at maturity. 

 

JMP Securities holds a $20 million revolving line of credit with CNB to be used for regulatory capital purposes during its securities underwriting activities. The line of credit bears interest at a rate to be agreed upon at the time of advance between the Company and CNB.

 

The net loans collateralizing asset-backed securities CLO V warehouse facility was $76.8 million as of December 31, 2017. The CLO V warehouse facility had a market standard advance rate and the outstanding balances bore interest at LIBOR plus 1.375% until July 31, 2018, which marked the end of the revolving period on the facility. If not paid off prior to July 31, 2018, the facility had a 10 month amortization period after the revolving period in which the outstanding balances would bear interest rate at LIBOR plus 2.30%. On July 26, 2018 CLO V completed a $407.8 million securitization, comprised of $368.0 million aggregate principal amount of secured notes (the “Secured Notes”) and $39.8 million of unsecured subordinated notes (the “Subordinated Notes”). Proceeds from the securitization were used, in part, to retire the warehouse facility. The Secured Notes offered in this transaction were issued in multiple tranches and are rated by Moody's Investors Service, Inc. and, in respect of certain tranches, Fitch. The Secured Notes will be repaid from the cash flows generated by the loan portfolio owned by CLO V. The CLO V warehouse was fully repaid as of July 26, 2018.

 

On February 28, 2018, the Company entered into a Repurchase Agreement with BNP Paribas. In connection with the Repurchase Agreement, BNP took custody of asset-back securities issued by CLO III that had a par-value of $4.5 million. The Repurchase Agreement specified that a significant decline in the fair market value of the asset-backed securities would result in a call of additional cash collateral. The Company settled the Repurchase Agreement and sold the CLO III asset-backed security in May 2018 and recognized a loss on redemption of the asset-backed security of $42 thousand.

 

18

 

 

 

7. Asset-backed Securities Issued

 

 The table below sets forth the outstanding debt obligations of CLO III, CLO IV, and CLO V as of September 30, 2018 and December 31, 2017:

 

 

(In thousands)

 

As of September 30, 2018

   

As of December 31, 2017

 
   

Outstanding
Principal Balance

   

Interest Rate
Spread to LIBOR

   

Weighted Average Remaining Maturity
(years)

   

Outstanding
Principal Balance

   

Interest Rate
Spread to LIBOR

   

Weighted Average Remaining Maturity
(years)

 
                                                 

Class A Senior Secured Floating Rate Notes

  $ 769,750       0.85%-1.37 %     10.12     $ 513,750       1.24%-1.37 %     9.22  

Class B Senior Secured Floating Rate Notes

    143,700       1.30%-1.90 %     10.13       95,700       1.80%-1.90 %     9.26  

Class C Senior Secured Deferrable Floating Rate Notes

    71,500       1.80%-2.65 %     10.09       49,500       2.60%-2.65 %     9.18  

Class D Senior Secured Deferrable Floating Rate Notes

    68,350       2.60%-4.15 %     10.09       46,350       3.90%-4.15 %     9.14  

Class E Senior Secured Deferrable Floating Rate Notes

    60,800       5.70%-6.80 %     10.11       40,800       6.80%-7.10 %     9.21  

Total secured notes sold to investors

  $ 1,114,100                     $ 746,100                  
                                                 
Senior Subordinated Notes     7,500       6.90 %     10.75       -                  

Less: Debt issuance costs

 

 

(9,551 )                     (7,852 )                

Total CLOs asset-backed securities issued

 

$

1,112,049                     $ 738,248                  

       

 

The secured notes and subordinated notes are limited recourse obligations payable solely from cash flows of the CLOs loan portfolio and related collection and payment accounts pledged as security. Payment on Class A notes rank senior in right of payment to the other secured notes and the subordinated notes. Payment on the Class B, Class C, Class D and Class E notes generally rank subordinate in right of payment to any other class of notes which has an earlier alphabetical designation. Payment of interest on the Class C, Class D, Class E, and senior subordinated notes is payable only to the extent proceeds are available under the applicable payment priority provisions. To the extent proceeds are not available, interest on the Class C, Class D, Class E, and senior subordinated notes will be deferred. The secured notes are secured by the CLOs loan portfolio and the funds on deposit in various related collection and payment accounts. The terms of the debt securitization subject the loans included in the CLOs loan portfolio to a number of collateral quality, portfolio profile, interest coverage and overcollateralization tests. The subordinated notes are subordinated in right of payment to all other classes of notes and are unsecured.

 

        As of September 30, 2018, future scheduled payments with respect to the debt obligations of the CLOs were as follows:

 

(In thousands)

       
   

As of September 30, 2018

 

2018

  $ -  

2019

    -  

2020

    -  

2021

    -  

2022

    -  

Thereafter

    1,121,600  

Total

  $ 1,121,600  

 

    The net loans collateralizing asset-backed securities for CLO III, CLO IV, and CLO V is $1,164.4 million and $765.6 million as of September 30, 2018 and December 31, 2017, respectively.  

 

 

 8. Shareholders’ Equity

 

Share Repurchase Program

 

During the three months ended September 30, 2018, the Company repurchased 146,003 of the Company’s shares, at an average price of $5.34 per share, for an aggregate purchase price of $0.8 million on the open market. During the nine months ended September 30, 2018, the Company repurchased 434,800 of the Company’s shares, at an average price of $5.29 per share, for an aggregate purchase price of $2.3 million on the open market.

 

The timing and amount of any future open market share repurchases will be determined by the Company’s management based on its evaluation of market conditions, the relative attractiveness of other capital deployment activities, regulatory considerations and other factors. Any open market share repurchase activities will be conducted in compliance with the safe harbor provisions of Rule 10b-18 of the Securities Exchange Act of 1934, as amended, or in privately negotiated transactions. Repurchases of common shares may also be made under an effective Rule 10b5-1 plan which permits common shares to be repurchased when the Company may otherwise be prohibited from doing so under insider trading laws. This repurchase program may be suspended or discontinued at any time.

 

19

 

 

 

9. Share-Based Compensation

 

        On January 1, 2015, the Company's board of directors adopted the JMP Group LLC Amended and Restated Equity Incentive Plan (“JMP Group Plan”). The JMP Group Plan maintains authorization of the issuance of 4,000,000 shares, as originally approved by shareholders on April 12, 2007 and subsequently approved by shareholders on June 6, 2011. This amount is increased by any shares the Company purchases on the open market, or through any share repurchase or share exchange program, initiated by the Company unless the board of directors or its appointee determines otherwise. The Company will issue shares upon exercises or vesting from authorized but unissued shares or from treasury shares.

 

Share Options

 

The following table summarizes the share option activity for the nine months ended September 30, 2018:

 

   

Nine Months Ended

 
   

September 30, 2018

 
   

Shares Subject

   

Weighted Average

 
   

to Option

   

Exercise Price

 
                 

Balance, beginning of year

    2,515,000     $ 6.55  

Balance, end of period

    2,515,000     $ 6.55  
                 

Options exercisable at end of period

    2,515,000     $ 6.55  

 

The following table summarizes the share options outstanding as well as share options vested and exercisable as of September 30, 2018:

 

       

September 30, 2018

 
       

Options Outstanding

   

Options Vested and Exercisable

 
                                                                     
               

Weighted

                           

Weighted

                 
               

Average

   

Weighted

                   

Average

   

Weighted

         

Range of

         

Remaining

   

Average

   

Aggregate

           

Remaining

   

Average

   

Aggregate

 

Exercise

 

Number

   

Contractual

   

Exercise

   

Intrinsic

   

Number

   

Contractual

   

Exercise

   

Intrinsic

 

Prices

 

Outstanding

   

Life in Years

   

Price

   

Value

   

Exercisable

   

Life in Years

   

Price

   

Value

 
                                                                     

$6.05

- $7.33     2,515,000       0.77     $ 6.55     $ -       2,515,000       0.77     $ 6.55       -  

 

   The Company recognizes share-based compensation expense for share options over the vesting period using the accelerated attribution method when they are subject to graded vesting and on a straight-line basis when they are subject to cliff vesting. The Company did not recognize any compensation expense related to share options for the three months ended September 30, 2018 and 2017. The Company recognized compensation expense related to share options of zero and $54 thousand for the nine months ended September 30, 2018 and 2017, respectively.

 

   As of September 30, 2018, there was no unrecognized compensation expense related to share options.

 

   There were no share options exercised during the three and nine months ended September 30, 2018. As a result, the Company did not recognize any current income tax benefits from the exercise of share options. The Company recognized current income tax benefits of zero and $20 thousand from the exercise of share options during the three and nine months ended September 30, 2017, respectively.

 

   The Company uses the Black-Scholes option-pricing model or other quantitative models to calculate the fair value of option awards.

 

Restricted Share Units and Restricted Shares
 

On February 6, 2018, the Company granted approximately 260,000 RSUs to certain employees of the Company as part of the 2017 deferred compensation program. 50% of these units will vest on December 1, 2018 and the remaining 50% will vest on December 1, 2019, subject to the grantees’ continued employment through such dates. On March 15, 2018, the Company granted approximately 67,000 RSUs to its independent directors. 25% of these units will vest on April 1, 2018, July 1, 2018, October 1, 2018, respectively, and the remaining 25% will vest on January 1, 2019. The Company also granted RSUs for new hires throughout the year.

 

   The following table summarizes RSU activity for the nine months ended September 30, 2018:

 

   

Nine Months Ended

 
   

September 30, 2018

 
   

Restricted

   

Weighted Average

 
   

Share Units

   

Grant Date Fair Value

 
                 

Balance, beginning of year

    277,193     $ 5.60  

Granted

    454,974       5.01  

Vested

    (69,044 )     5.78  

Forfeited

    (128,003 )     5.32  

Balance, end of period

    535,120     $ 5.14  
20

 

 

The aggregate fair value of RSUs vested during both the three months ended September 30, 2018 and 2017 were $91 thousand and $380 thousand, respectively. The aggregate fair value of RSUs vested during both the nine months ended September 30, 2018 and 2017 were $399 thousand and $983 thousand, respectively. The income tax benefits realized from the vested RSUs were zero and $169 thousand for the three months ended September 30, 2018 and 2017, respectively. The income tax benefits realized from the vested RSUs were $28 thousand and $419 thousand for the nine months ended September 30, 2018 and 2017, respectively.

 

The Company recognizes compensation expense for RSUs over the vesting period using the accelerated attribution method when they are subject to graded vesting and on a straight-line basis when they are subject to cliff vesting. For the three months ended September 30, 2018 and 2017, the Company recorded compensation expenses related to RSU's of $507 thousand and $788 thousand, respectively. For the nine months ended September 30, 2018 and 2017, the Company recorded compensation expense related to RSU's of $1.3 million and $2.4 million, respectively. 

 

For the three months ended September 30, 2018 and 2017, the Company recognized income tax benefits of $101 thousand and $299 thousand, respectively, related to the compensation expense recognized for RSUs. For the nine months ended September 30, 2018 and 2017, the Company recognized income tax benefits of $215 thousand and $658 thousand, respectively, related to the compensation expense recognized for RSUs. As of September 30, 2018, there was $1.2 million of unrecognized compensation expense related to RSUs expected to be recognized over a weighted average period of 0.99 years.

 

The Company pays cash distribution equivalents on certain unvested RSUs. Distribution equivalents paid on RSUs are generally charged to retained earnings. Distribution equivalents paid on RSUs expected to be forfeited are included in compensation expense. The Company accounts for the tax benefit related to distribution equivalents paid on RSUs as an increase in additional paid-in capital.

 

Share Appreciation Rights

 

In February 2015, the Company granted an aggregate of 2,865,000 share appreciation rights (“SARs”) to certain employees and the Company’s independent directors. These SARs have a base price of $7.33 per share, an exercise period of five years and have vested and became exercisable on December 31, 2017 subject to the terms and conditions of the applicable grant agreements. The fair value of the SARs was determined using a quantitative model, using the following assumptions: expected life of 2.0 years, risk-free interest rate of 2.86%, distribution yield of 9.43%, and volatility of 20.00%. The risk-free rate was interpolated from the U.S. constant maturity treasuries for a term corresponding to the maturity of the SAR. The volatility was calculated from the historical weekly share prices of the Company as of the grant date for a term corresponding to the maturity of the SAR. The distribution yield was calculated as the sum of the last twelve-month distributions over the share price as of the grant date.

 

The following table summarizes the SARs activity for the nine months ended September 30, 2018:

 

   

Nine Months Ended

 
   

September 30, 2018

 
   

Share Appreciation

   

Weighted Average

 
   

Rights

   

Exercise Price

 
                 

Balance, beginning of year

    2,485,000     $ 7.33  

Balance, end of period

    2,485,000     $ 7.33  

 

The following table summarizes the SARs outstanding as well as SARs vested and exercisable as of September 30, 2018:

 

       

September 30, 2018

 
       

Options Outstanding

 
                                     
               

Weighted

                 
               

Average

   

Weighted

         

Range of

         

Remaining

   

Average

   

Aggregate

 

Exercise

Prices

 

Number

   

Contractual

   

Exercise

   

Intrinsic

 
 

Outstanding

   

Life in Years

   

Price

   

Value

 
                                     

$7.33

- $7.33     2,485,000       1.25     $ 7.33     $ -  

 

The Company recognizes compensation expense for SARs over the vesting period. All of the outstanding SARs as of September 30, 2018 are fully vested. For the three months ended September 30, 2018 and 2017, the Company recorded compensation benefit of $50 thousand and compensation expense of $68 thousand, respectively. For the nine months ended September 30, 2018 and 2017, the Company recorded compensation benefit of $149 thousand and $263 thousand, respectively.

 

For the three months ended September 30, 2018 and 2017, the Company recognized income tax benefit of $13 thousand and income tax expense of $26 thousand, respectively, related to the compensation expense recognized for SARs. For the nine months ended September 30, 2018 and 2017, the Company recognized income tax benefit of $39 thousand and $101 thousand, respectively, related to the compensation expense recognized for SARs. As of September 30, 2018, there was no unrecognized compensation expense related to SARs. There were no SARs exercised during the nine months ended September 30, 2018. As a result, the Company did not recognize any current income tax benefits from the exercise of SARs.

21

 

 

 

10. Net Income per Common Share

 

Basic net income per share for the Company is calculated by dividing net income by the weighted average number of common shares outstanding for the reporting period. Diluted net income (loss) per share is calculated by adjusting the weighted average number of outstanding shares to reflect the potential dilutive impact as if all potentially dilutive share options or RSUs were exercised or converted under the treasury share method. However, for periods that the Company has a net loss, the effect of outstanding share options or RSUs is anti-dilutive and, accordingly, is excluded from the calculation of diluted loss per share.

 

The computations of basic and diluted net loss per share for the three and nine months ended September 30, 2018 and 2017 are shown in the tables below: 

 

(In thousands, except per share data)

 

Three Months Ended September 30,

   

Nine Months Ended September 30,

 
   

2018

   

2017

   

2018

   

2017

 
                                 

Numerator:

                               
Net income (loss) attributable to JMP Group LLC   $ 288     $ (1,235 )   $ (1,983 )   $ (14,510 )
                                 

Denominator:

                               

Basic weighted average shares outstanding

    21,435       21,525       21,545       21,583  
                                 

Effect of potential dilutive securities:

                               
Restricted share units     302       -       -       -  
                                 
Diluted weighted average shares outstanding     21,737       21,525       21,545       21,583  
                                 

Net income (loss) per share

                               
Basic   $ 0.01     $ (0.06 )   $ (0.09 )   $ (0.67 )
Diluted   $ 0.01     $ (0.06 )   $ (0.09 )   $ (0.67 )

 

Due to the net loss for the three and nine months ended September 30, 2017, and nine months ended September 30, 2018, all of the share options and RSUs outstanding, were anti-dilutive and, therefore, were not included in the computation of diluted weighted-average common shares outstanding. 

 

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11. Employee Benefits

 

All salaried employees of the Company are eligible to participate in the JMP Group 401(k) Plan after three months of employment. Participants may contribute up to the limits set by the U.S. Internal Revenue Service. Effective January 1, 2015, the Company contributes a match of 100% of each participant’s contributions to the JMP Group 401(k) Plan up to a maximum of 3% of the participant’s compensation plus 50% of the participant’s elective deferrals between 3% and 5%. All participants are immediately vested 100% on matched contributions. The Company recorded JMP Group 401(k) Plan matching expense of $0.3 million and $0.2 million for the three months ended September 30, 2018 and 2017, respectively. The Company recorded JMP Group 401(k) Plan matching expense of $1.5 million and $1.3 million for the nine months ended September 30, 2018 and 2017, respectively. 

 

 

12. Income Taxes

 

JMP Group LLC qualifies as a publicly traded partnership. The entity is taxed as a partnership for United States federal income tax purposes. The Company owns intermediate holding subsidiaries, a few of which are taxable corporate subsidiaries. The taxable income earned by these subsidiaries is subject to U.S. Federal and state income taxation. Taxable income earned by JMP Investment Holdings LLC, a wholly-owned subsidiary, is not subject to U.S. federal and state corporate income tax. This taxable income is allocated to JMP Group LLCs partners.

 

For the three months ended September 30, 2018 and 2017, the Company recorded income tax expense of $0.5 millioand $1.1 million, respectively. For the nine months ended September 30, 2018 and 2017, the Company recorded income tax benefit of $0.1 millioand $0.2 million, respectively. The effective tax rates were -11.24% and -8.12% for the three months ended September 30, 2018 and 2017, respectively. The effective tax rates were 7.32% and 1.30% for the nine months ended September 30, 2018 and 2017, respectively.

 

For financial reporting purposes, the Company’s effective tax rate used for the interim periods is based on the estimated full-year income tax rate. The effective tax rate differs from the statutory rate primarily due to the following: (i) a portion of the reported pre-tax income is attributable to non-controlling interests held in the Company’s consolidated entities by third parties, and (ii) a significant portion of pre-tax income (loss) is from qualifying sources that are generated by certain flow through entities within the Company. These amounts are excluded from the computation of corporate income tax.

 

On December 22, 2017, the Tax Cuts and Jobs Act was signed into law which included a broad range of tax reform proposals. The Securities and Exchange Commission Staff Accounting Bulletin 118 (SAB 118) expresses views of the staff regarding application of Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 740, Income Taxes (“ASC Topic 740”). The Company has made reasonable assessments under SAB 118 in accounting for certain effects of tax reform. However, the provisional impacts may be refined over the prescribed measurement period.

 

The Company recognizes deferred tax assets and liabilities in accordance with ASC 740, Income Taxes, and are determined based upon the temporary differences between the financial reporting and tax basis of the Company’s assets and liabilities using the tax rates and laws in effect when the differences are expected to reverse.

 

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13. Commitments and Contingencies

 

The Company leases office space in California, Illinois, Georgia, Massachusetts, Minnesota, Florida, and New York under various operating leases. Occupancy expense was $1.2 million and $1.1 million for quarters ended September 30, 2018 and 2017, respectively. Occupancy expense was $3.4 million and $3.3 million for the nine months ended September 30, 2018 and 2017, respectively.

 

The California, Illinois, Minnesota, and New York leases included a period of free rent at the start of the lease. Rent expense is recognized over the entire lease period. The aggregate minimum future commitments of these leases are:

 

(In thousands)

 

Minimum Future Lease Commitments

 

Year Ending December 31,

       
2018   $ 1,381  
2019     4,365  
2020     2,990  
2021     2,982  
2022     2,857  
Thereafter     8,149  
Total Lease Commitments   $ 22,724  

     

     In connection with its underwriting activities, JMP Securities may, from time to time, enter into firm commitments for the purchase of securities in return for a fee. These commitments require JMP Securities to purchase securities at a specified price. Securities underwriting exposes JMP Securities to market and credit risk, primarily in the event that, for any reason, securities purchased by JMP Securities cannot be distributed at anticipated price levels. At both September 30, 2018 and December 31, 2017, JMP Securities had no open underwriting commitments. 

 

The marketable securities owned and the restricted cash, as well as the cash held by the clearing broker may be used to maintain margin requirements. The Company had $0.3 million of cash on deposit with JMP Securities’ clearing broker at both September 30, 2018 and December 31, 2017. Furthermore, the marketable securities owned may be hypothecated or borrowed by the clearing broker.

 

Unfunded commitments are agreements to lend to a borrower, provided that all conditions have been met. The Company had unfunded commitments to lend of $28.3 million and $49.1 million as of September 30, 2018 and December 31, 2017, respectively. Using the average market bid and ask quotation obtained from a loan pricing service, the Company determined the fair value of the unfunded commitments to be $26.7 million and $49.2 million as of September 30, 2018 and December 31, 2017, respectively.

 

24

 

 

 

14. Regulatory Requirements

 

JMP Securities is subject to the SEC’s Uniform Net Capital Rule (Rule 15c3-1), which requires the maintenance of minimum net capital, as defined, and requires that the ratio of aggregate indebtedness to net capital, both as defined, shall not exceed 15 to 1. JMP Securities had net capital of $28.3 million and $37.3 million, which were $27.0 million and $35.9 million in excess of the required net capital of $1.3 million and $1.4 million at September 30, 2018 and December 31, 2017, respectively. JMP Securities’ ratio of aggregate indebtedness to net capital was 0.70 to 1 and 0.58 to 1 at September 30, 2018 and December 31, 2017, respectively.

 

Since all customer transactions are cleared through another broker-dealer on a fully disclosed basis, JMP Securities is not required to maintain a separate bank account for the exclusive benefit of customers in accordance with Rule 15c3-3 under the Exchange Act.

 

 

15. Related Party Transactions

 

The Company earns base management fees and incentive fees from serving as investment advisor for various entities, including corporations, partnerships limited liability companies, and offshore investment companies. The Company also owns an investment in some of such affiliated entities. As of September 30, 2018 and December 31, 2017, the aggregate fair value of the Company’s investments in the affiliated entities for which the Company serves as the investment advisor was $18.3 million and $24.1 million, respectively, which consisted of investments in hedge and other private funds of $7.5 million and $14.7 million, respectively, and an investment in HCC common stock of $10.8 million and $9.4 million, respectively. Base management fees earned from these affiliated entities were $3.2 million and $3.9 million for the three months ended September 30, 2018 and 2017. Base management fees earned from these affiliated entities were $9.5 million and $12.1 million for the nine months ended September 30, 2018 and 2017. Also, the Company earned incentive fees of $0.5 million and $0.1 million, from these affiliated entities for the three months ended September 30, 2018 and 2017, respectively. The Company earned incentive fees of $6.0 million and $2.0 million, from these affiliated entities for the nine months ended September 30, 2018 and 2017, respectively. The Company had incentive fees receivable from these affiliated entities of zero and $0.4 million for September 30, 2018 and December 31, 2017, respectively. 

 

On September 19, 2017, the Company made a loan to a registered investment adviser of $3.4 million, at an interest rate of 15% per year. In October 2017, the Company sold 30% of the loan, or $1.0 million, to an affiliate. As of September 30, 2018 and December 31, 2017, the Company’s portion of the outstanding loan balance to this entity was $2.4 million. The Company determined the fair value of loans held for investment to be $2.4 million and $2.9 million as of September 30, 2018 and December 31, 2017, respectively, using anticipated cash flows, discounted at an appropriate market credit adjusted interest rate.

 

On January 9, 2018, an affiliate purchased a $0.8 million note from the Company. As of September 30, 2018, the carrying value of note payable was $0.8 million.

 

On January 9, 2018, the Company sold a 30% subscription into an investment series held by a subsidiary to an affiliate. The transaction resulted in the admission of the affiliate into the limited liability company subsidiary as a non-controlling member. The Company recorded $0.5 million as capital attributable to non-controlling interest upon execution as of September 30, 2018. The Company has allocated income on the investment based on the affiliate's pro-rata share of ownership of the investment series of $16 thousand and $44 thousand for the three and nine months ended September 30, 2018.

 

25

 

 

 

16. Guarantees

 

JMP Securities has agreed to indemnify its clearing broker for losses that the clearing broker may sustain from the accounts of customers introduced by JMP Securities. Should a customer not fulfill its obligation on a transaction, JMP Securities may be required to buy or sell securities at prevailing market prices in the future on behalf of its customer. JMP Securities’ obligation under the indemnification has no maximum amount. All unsettled trades at September 30, 2018 and December 31, 2017 have subsequently settled with no resulting material liability to the Company. For the three and nine months ended September 30, 2018 and 2017, the Company had no material loss due to counterparty failure, and has no obligations outstanding under the indemnification arrangement as of September 30, 2018 or December 31, 2017.

 

The Company is engaged in various investment banking and brokerage activities whose counterparties primarily include broker-dealers, banks and other financial institutions. In the event counterparties do not fulfill their obligations, the Company may be exposed to risk. The risk of default depends on the creditworthiness of the counterparty or issuer of the instrument. It is the Company’s policy to review, as necessary, the credit standing of each counterparty with which it conducts business.

 

 

17. Litigation

 

The Company may be involved from to time in a number of judicial, regulatory, litigation and arbitration matters arising in connection with the business. The outcome of such matters the Company has been and/or currently is involved in cannot be determined at this time, and the results cannot be predicted with certainty. There can be no assurance that these matters will not have a material adverse effect on the results of operations in any future period and a significant outcome could have a material adverse impact on the Company’s financial condition, results of operations and cash flows.

 

The Company reviews the need for any loss contingency reserves and establish reserves when, in the opinion of management, it is probable that a matter would result in liability and the amount of loss, if any, can be reasonably estimated. Generally, given the inherent difficulty of predicting the outcome of matters the Company is involved in, particularly cases in which claimants seek substantial or indeterminate damages, it is not possible to determine whether a liability has been incurred or to reasonably estimate the ultimate or minimum amount of that liability until the case is close to resolution. For these matters, no reserve is established until such time, other than for reasonably estimable legal fees and expenses. Management, after consultation with legal counsel, believes that the currently known actions or threats will not result in any material adverse effect on the Company’s financial condition, results of operations or cash flows.

 

 

18. Financial Instruments with Off-Balance Sheet Risk, Credit Risk or Market Risk

 

The majority of the Company’s transactions, and consequently the concentration of its credit exposure, is with its clearing broker. The clearing broker is also a significant source of short-term financing for the Company, which is collateralized by cash and securities owned by the Company and held by the clearing broker. The Company’s securities owned may be pledged by the clearing broker. The receivable from the clearing broker represents amounts receivable in connection with the trading of proprietary positions.

 

The Company is also exposed to credit risk from other brokers, dealers and other financial institutions with which it transacts business. In the event that counterparties do not fulfill their obligations, the Company may be exposed to credit risk.

 

The Company’s trading activities include providing securities brokerage services to institutional clients. To facilitate these customer transactions, the Company purchases proprietary securities positions (“long positions”) in equity securities. The Company also enters into transactions to sell securities not yet purchased (“short positions”), which are recorded as liabilities on the Consolidated Statements of Financial Condition. The Company is exposed to market risk on these long and short securities positions as a result of decreases in market value of long positions and increases in market value of short positions. Short positions create a liability to purchase the security in the market at prevailing prices. Such transactions result in off-balance sheet market risk as the Company’s ultimate obligation to satisfy the sale of securities sold, but not yet purchased, may exceed the amount recorded in the Consolidated Statements of Financial Condition. To mitigate the risk of losses, these securities positions are marked to market daily and are monitored by management to assure compliance with limits established by the Company.

 

In connection with the CLOs, the Company is party to financial instruments with off-balance sheet risk in the normal course of business to meet the financing needs of its customers. These financial instruments include unfunded commitments to lend and standby letters of credit. The instruments involve, to varying degrees, elements of credit and interest rate risk in excess of the amount recognized in the consolidated balance sheet of the Company.

 

Unfunded commitments are agreements to lend to a borrower, provided that all conditions have been met. Commitments generally have fixed expiration dates or other termination clauses and may require payment of a fee. Since certain commitments may expire without being drawn upon, the total commitment amounts do not necessarily represent future cash requirements. The Company evaluates each borrower’s creditworthiness on a case by case basis.

 

Standby letters of credit are conditional commitments issued by the Company to guarantee the performance by a borrower to a third party. The Company’s exposure to credit loss in the event of nonperformance by the other party to the financial instrument for standby letters of credit is represented by the contractual amount of those instruments. The Company uses the same credit policies in making commitments and conditional obligations as it does for on balance sheet instruments. The credit risk involved in issuing letters of credit is essentially the same as that involved in extending loans to borrowers. In connection with the CLOs, the Company had standby letters of credit of $1.1 million and $0.2 million as of September 30, 2018 and December 31, 2017, respectively. In addition, the Company had unfunded commitments to lend to a borrower. See Note 13 for description of the Company's unfunded commitments to lend as of September 30, 2018 and December 31, 2017.

 

26

 

 

 

19. Business Segments

 

The Company’s business results are categorized into the following four business segments: Broker-Dealer, Asset Management Fee Income, Investment Income, and Corporate costs. The Broker-Dealer segment includes a broad range of services, such as underwriting and acting as a placement agent for public and private capital markets raising transactions and financial advisory services in M&A, restructuring and other strategic transactions. The Broker-Dealer segment also includes institutional brokerage services and equity research services to our institutional investor clients. The Asset Management Fee Income segment includes the management of a broad range of pooled investment vehicles, including the Company’s hedge funds, private equity funds, hedge funds of funds, and collateralized loan obligations. The Investment income segment includes income from the Company’s principal investments in public and private securities and investment funds managed by HCS, as well as any other net interest and income from investing activities, and interest expense related to the Company's bond issuance. The Corporate Costs segment also includes expenses related to JMP Group LLC, JMP Holding LLC and JMP Group Inc., and is mainly comprised of corporate overhead expenses.

 

During the third quarter of 2018, the Company changed its internal reporting which resulted in changes to the Company's segment information. The Company has restated the prior periods presented herein to conform to the new presentation.

 

Management uses operating net income as a key metric when evaluating the performance of JMP Group’s core business strategy and ongoing operations. This measure adjusts the Company’s net income as follows: (i) reverses non-cash share-based compensation expense related to historical equity awards granted in prior periods, (ii) recognizes 100% of the cost of deferred compensation in the period for which such compensation was awarded, instead of recognizing such cost over the vesting period as required under GAAP, (iii) reverses amortization expense related to an intangible asset resulting from the repurchase of a portion of the equity of CLO III; (iv) unrealized gains or losses on commercial real estate investments, adjusted for non-cash expenditures, including depreciation and amortization; (v) reverses net unrealized gains and losses on strategic equity investments and warrants, (vi) excludes general loan loss provisions related to the CLOs, (vii) reverses one-time transaction costs related to the refinancing of the debt; (viii) one time expense associated with redemption of debt underlying the CLOs, the redemption of other debt, and the resulting acceleration of amortization of remaining capitalized issuance costs for each. These charges may otherwise obscure the Company’s operating income and complicate an assessment of the Company’s core business activities. The operating pre-tax net income facilitates a meaningful comparison of the Company’s results in a given period to those in prior and future periods.

 

The Company’s segment information for the three and nine months ended September 30, 2018 and 2017 was prepared using the following methodology:

 

 

 

Revenues and expenses directly associated with each segment are included in determining segment operating income.

 

 

 

Revenues and expenses not directly associated with a specific segment are allocated based on the most relevant measures applicable, including revenues, headcount and other factors.

 

 

 

Each segment’s operating expenses include: a) compensation and benefits expenses that are incurred directly in support of the segments and b) other operating expenses, which include expenses for premises and occupancy, professional fees, travel and entertainment, communications and information services, equipment and indirect support costs (including compensation and other operating expenses related thereto) for administrative services.

       

 

 

Assets directly associated with each segment are allocated to the respective segment. One exception is depreciable assets, which are held at the Corporate segment. The associated depreciation is allocated to the related segment.

 

27

 

 

Segment Operating Results

 

Management believes that the following information provides a reasonable representation of each segment’s contribution to revenues, income and assets:

 

(In thousands)

 

Three Months Ended September 30,

   

Nine Months Ended September 30,

   
   

2018

   

2017

   

2018

   

2017

   

Broker-Dealer

                                 

Non-interest revenues

  $ 25,777     $ 26,848     $ 85,121     $ 69,944    

Total net revenues after provision for loan losses

  $ 25,777     $ 26,848     $ 85,121     $ 69,944    

Non-interest expenses

    23,202       22,215       76,528       63,234    

Segment operating pre-tax net income

  $ 2,575     $ 4,633     $ 8,593     $ 6,710    

Segment assets

  $ 68,352     $ 81,880     $ 68,352     $ 81,880    

Asset Management Fee Income

                                 

Non-interest revenues

  $ 4,878     $ 4,798     $ 13,439     $ 14,965    

Total net revenues after provision for loan losses

  $ 4,878     $ 4,798     $ 13,439     $ 14,965    

Non-interest expenses

    4,794       4,948       14,570       15,346    

Segment operating pre-tax net income (loss)

  $ 84     $ (150 )   $ (1,131 )   $ (381 )  

Segment assets

  $ 21,033     $ 19,424     $ 21,033     $ 19,424    

Investment Income

                                 

Non-interest revenues

  $ 237     $ 1,572     $ 5,961     $ 6,989    

Net interest income

    3,715       1,145       8,769       2,100    

Gain (loss) on repurchase, reissuance or early retirement of debt

    -       -       (42 )     210    

Provision for loan losses

    (470 )     (593 )     (1,400 )     (2,415 )  

Total net revenues after provision for loan losses

  $ 3,482     $ 2,124     $ 13,288     $ 6,884    

Non-interest expenses

    1,535       934       9,096       5,709    

Segment operating pre-tax net income

  $ 1,947     $ 1,190     $ 4,192     $ 1,175    

Segment assets

  $ 1,270,289     $ 908,228     $ 1,270,289     $ 908,228    

Corporate Costs

                                 
Non-interest expenses     2,688       2,772       7,519       6,915    
Segment operating pre-tax net loss   $ (2,688 )   $ (2,772 )   $ (7,519 )   $ (6,915 )  

Segment assets

  $ 258,217     $ 329,631     $ 258,217     $ 329,631    

Eliminations

                                 

Non-interest revenues

  $ (1,205 )   $ (821 )   $ (3,352 )   $ (2,584 )  

Total net revenues after provision for loan losses

  $ (1,205 )   $ (821 )   $ (3,352 )   $ (2,584 )  

Non-interest expenses

    (1,205 )     (821 )     (3,354 )     (2,584 )  

Segment operating pre-tax net income

  $ -     $ -     $ 2     $ -    

Segment assets

  $ (254,326 )   $ (308,132 )   $ (254,326 )   $ (308,132 )  

Consolidating adjustments and reconciling items

                                 

Non-interest revenues

  $ 325   (a) $ (2,089 ) (a) $ (1,312 ) (a) $ (5,958 ) (a)
Net interest income     1,148   (b)   944   (b)   3,137   (b)   2,914   (b)

Loss on repurchase or early retirement of debt

    (170 )     -       (2,796 )     (5,542 )  

(Provision) reversal for loan losses

    (984 )     225       (2,799 )     (1,073 )  
Total net revenues after provision for loan losses   $ 319     $ (920 )   $ (3,770 )   $ (9,659 )  
Non-interest expenses     599   (c)   1,323   (c)   2,358   (c)   3,897   (c)

Non-controlling interest expense

    823       780       138       1,712    
Segment operating pre-tax net loss   $ (1,103 )   $ (3,023 )   $ (6,266 )   $ (15,268 )  

Segment assets

  $ -     $ -     $ -     $ -    

Total Segments

                                 

Non-interest revenues

  $ 30,012       30,308       99,857       83,356    

Net interest income

    4,863       2,089       11,906       5,014    

Loss on repurchase, reissuance or early retirement of debt

    (170 )     -       (2,838 )     (5,332 )  

Provision for loan losses

    (1,454 )     (368 )     (4,199 )     (3,488 )  

Total net revenues after provision for loan losses

  $ 33,251     $ 32,029     $ 104,726     $ 79,550    

Non-interest expenses

    31,613       31,371       106,717       92,517    

Non-controlling interest expense

    823       780       138       1,712    

Segment operating pre-tax net income (loss)

  $ 815     $ (122 )   $ (2,129 )   $ (14,679 )  

Total assets

  $ 1,363,566     $ 1,031,031     $ 1,363,566     $ 1,031,031    

 

(a) Non-interest revenue adjustments are comprised of mark-to-market gains/losses on strategic equity investments and warrants, deferred compensation invested in funds, and unrealized gains or losses on commercial real estate investments, adjusted for non-cash expenditures, included depreciation and amortization.
(b) The net interest income adjustment is comprised of costs related to refinancing and early retirement of debt.
(c) Non-interest expense adjustments relate to reversals of share-based and deferred compensation and the amortization expense related to an intangible asset.

 

28

 

 

(In thousands)

 

Three Months Ended September 30,

   

Nine Months Ended September 30,

 
   

2018

   

2017

   

2018

   

2017

 
Operating net income   $ 1,741     $ 2,291     $ 3,494     $ 767  
Addback (subtract) of segment income tax expense (benefit)     177       610       643       (178 )
Total Segments adjusted operating pre-tax net income   $ 1,918     $ 2,901     $ 4,137     $ 589  

Subtract (Add back)

                               
Share-based awards and deferred compensation     76       696       289       1,863  
General loan loss provision (reversal) – CLOs, CLO warehouse     855       (136 )     2,348       697  
Early debt retirement retirement/reissuance     170       -       1,488       5,432  
Restructuring costs – CLOs     -       14       54       300  
Amortization of intangible asset – CLO III     69       69       207       207  
Unrealized loss – real estate-related depreciation and amortization     260       2,571       1,864       6,472  
Unrealized mark-to-market (gain) loss-strategic equity investments     (327 )     (191 )     16       297  
Total Consolidation Adjustments and Reconciling Items     1,103       3,023       6,266       15,268  
Consolidated pre-tax net income (loss) attributable to JMP Group LLC   $ 815     $ (122 )   $ (2,129 )   $ (14,679 )
                                 
Income tax expense (benefit)     527       1,113       (146 )     (169 )
Consolidated net income (loss) attributable to JMP Group LLC   $ 288     $ (1,235 )   $ (1,983 )   $ (14,510 )

 

 

 

20. Nonconsolidated Variable Interest Entities

 

        VIEs for which the Company is not the primary beneficiary consists of private equity funds and other investments in which the Company has an equity ownership interest. The Company's maximum exposure to loss from these VIEs consists of equity investments and receivables as follows:

 

(In thousands)   As of  
    September 30, 2018     December 31, 2017  
Investments   $ 5,405     $ 8,226  
Receivables     28       262  
Total   $ 5,433     $ 8,488  

 

29

 

 

 

21. Consolidating Financial Statements


         JMP Group Inc., a wholly-owned subsidiary of JMP Group LLC, is the primary obligor of the Company’s Senior Notes (Note 6). In conjunction with the Reorganization Transaction, on January 1, 2015, JMP Group LLC and JMP Investment Holdings LLC became guarantors of JMP Group Inc. The guarantee is full and unconditional. One of the non-guarantor subsidiaries, JMP Securities, is subject to certain regulations, which require the maintenance of minimum net capital. This requirement may limit the issuer’s access to this subsidiary’s assets.

 

The following consolidating financial statements present the financial condition, results of operations, and cash flows of JMP Group LLC and JMP Investment Holdings LLC (collectively, "Parent Companies and Guarantors"), JMP Group Inc. ("Subsidiary Issuer"), and all other consolidated subsidiaries (collectively, "Non-Guarantor Subsidiaries") in accordance with the disclosure requirements under SEC Regulation S-X Rule 3-10.

 

   

As of September 30, 2018

 
   

Parent Companies

and Guarantors

   

Subsidiary

Issuer

   

Non-Guarantor

Subsidiaries

   

Eliminations

   

Consolidated

JMP Group

LLC

 

Assets

                                       
Cash and cash equivalents   $ 6,663     $ 5,819     $ 60,661     $ -     $ 73,143  
Restricted cash and deposits     -       1,471       47,115       -       48,586  
Investment banking fees receivable, net of allowance for doubtful accounts     -       -       10,725       -       10,725  
Marketable securities owned, at fair value     10,864       -       9,404       (74 )     20,194  
Other investments     3,159       2,142       10,492       -       15,793  
Loans held for investment, net of allowance for loan losses     3,175       -       2,431       -       5,606  
Loans collateralizing asset-backed securities issued, net of allowance for loan losses     -       -       1,164,404       -       1,164,404  
Interest receivable     208       2       3,074       (238 )     3,046  
Fixed assets, net     -       -       2,363       -       2,363  
Other assets     (15,998 )     125,625       56,012       (145,933 )     19,706  
Investment in subsidiaries     318,508       76,325       -       (394,833 )     -  
Total assets   $ 326,579     $ 211,384     $ 1,366,681     $ (541,078 )   $ 1,363,566  
                                         

Liabilities and Equity

                                       

Liabilities:

                                       
Marketable securities sold, but not yet purchased, at fair value   $ -     $ -     $ 5,604     $ -     $ 5,604  
Accrued compensation     1,030       2,257       30,084       -       33,371  
Asset-backed securities issued     -       -       1,112,049       -       1,112,049  
Interest payable     -       1,071       9,538       (238 )     10,371  
Notes payable     127,603       -       17,763       (144,537 )     829  
Bond payable     -       83,470       -       (75 )     83,395  
Other liabilities     2,759       5,530       10,653       (1,289 )     17,653  
Total liabilities   $ 131,392     $ 92,328     $ 1,185,691     $ (146,139 )   $ 1,263,272  
                                         
Total shareholders' (deficit) equity     181,459       119,056       181,370       (395,151 )     86,734  
Nonredeemable Non-controlling Interest   $ 13,728     $ -     $ (380 )   $ 212     $ 13,560  
Total equity   $ 195,187     $ 119,056     $ 180,990     $ (394,939 )   $ 100,294  
Total liabilities and equity   $ 326,579     $ 211,384     $ 1,366,681     $ (541,078 )   $ 1,363,566  

 

30

 

 

   

As of December 31, 2017

 
   

Parent Companies

and Guarantors

   

Subsidiary

Issuer

   

Non-Guarantor

Subsidiaries

   

Eliminations

   

Consolidated

JMP Group

LLC

 

Assets

                                       

Cash and cash equivalents

  $ 13,632     $ 4,819     $ 67,143     $ -     $ 85,594  

Restricted cash and deposits

    -       1,471       50,256       -       51,727  

Investment banking fees receivable, net of allowance for doubtful accounts

    -       -       9,567       -       9,567  

Marketable securities owned, at fair value

    9,464       -       11,456       (95 )     20,825  

Other investments

    11,543       3,101       13,340       -       27,984  

Loans held for investment, net of allowance for loan losses

    4,233       -       79,715       -       83,948  

Loans collateralizing asset-backed securities issued, net of allowance for loan losses

    -       -       765,583       -       765,583  

Interest receivable

    165       4       2,090       -       2,259  

Fixed assets, net

    -       -       2,322       -       2,322  

Other assets

    (13,390 )     132,931       64,490       (157,214 )     26,817  

Investment in subsidiaries

    354,219       70,775       -       (424,994 )     -  

Total assets

  $ 379,866     $ 213,101     $ 1,065,962     $ (582,303 )   $ 1,076,626  
                                         

Liabilities and Equity

                                       

Liabilities:

                                       

Marketable securities sold, but not yet purchased, at fair value

  $ -     $ -     $ 7,919     $ -     $ 7,919  

Accrued compensation

    -       150       42,981       -       43,131  

Asset-backed securities issued

    -       -       738,248       -       738,248  

Interest payable

    -       1,109       5,403       -       6,512  

CLO V warehouse credit facility

    -       -       61,250       -       61,250  

Bond payable

    -       93,198       -       (95 )     93,103  

Other liabilities

    138,796       5,710       28,885       (157,107 )     16,284  

Total liabilities

  $ 138,796     $ 100,167     $ 884,686     $ (157,202 )   $ 966,447  
                                         

Total shareholders' (deficit) equity

    226,401       112,934       182,313       (425,313 )     96,335  

Nonredeemable Non-controlling Interest

  $ 14,669     $ -     $ (1,037 )   $ 212     $ 13,844  

Total equity

  $ 241,070     $ 112,934     $ 181,276     $ (425,101 )   $ 110,179  

Total liabilities and equity

  $ 379,866     $ 213,101     $ 1,065,962     $ (582,303 )   $ 1,076,626  

 

31

 

 

   

For the Three Months Ended September 30, 2018

 
   

Parent Companies

and Guarantors

   

Subsidiary

Issuer

   

Non-Guarantor

Subsidiaries

   

Eliminations

   

Consolidated

JMP Group

LLC

 

Revenues

                                       
Investment banking   $ -     $ -     $ 21,095     $ -     $ 21,095  
Brokerage     -       -       4,676       -       4,676  
Asset management fees     -       -       3,742       (40 )     3,702  
Principal transactions     620       (390 )     239       -       469  
Loss on sale, payoff and mark-to-market of loans     -       -       (556 )     -       (556 )
Net dividend income     284       13       23       -       320  
Other income     -       -       306       -       306  
Equity earnings of subsidiaries     5,490       1,635       -       (7,125 )     -  
Non-interest revenues     6,394       1,258       29,525       (7,165 )     30,012  
                                         
Interest income     639       1,084       19,122       (2,193 )     18,652  
Interest expense     (1,080 )     (2,144 )     (12,758 )     2,193       (13,789 )
Net interest income     (441 )     (1,060 )     6,364       -       4,863  
                                         
Loss on repurchase, reissuance or early retirement of debt     -       (170 )     -       -       (170 )
Provision for loan losses     (149 )     -       (1,305 )     -       (1,454 )
                                         
Total net revenues after provision for loan losses     5,804       28       34,584       (7,165 )     33,251  
                                         

Non-interest expenses

                                       
Compensation and benefits     745       1,086       20,840       -       22,671  
Administration     151       128       2,063       (40 )     2,302  
Brokerage, clearing and exchange fees     -       -       808       -       808  
Travel and business development     11       12       1,057       -       1,080  
Communications and technology     1       1       1,038       -       1,040  
Managed deal expense     -       -       614       -       614  
Occupancy     -       -       1,172       -       1,172  
Professional fees     586       169       517       -       1,272  
Depreciation     -       -       285       -       285  
Other     69       -       300       -       369  
Total non-interest expenses     1,563       1,396       28,694       (40 )     31,613  
Net income (loss) before income tax expense     4,241       (1,368 )     5,890       (7,125 )     1,638  
Income tax expense (benefit)     -       (265 )     792       -       527  
Net income (loss)     4,241       (1,103 )     5,098       (7,125 )     1,111  
Less: Net income attributable to nonredeemable non-controlling interest     707       -       116       -       823  
Net income (loss) attributable to JMP Group LLC   $ 3,534     $ (1,103 )   $ 4,982     $ (7,125 )   $ 288  


 

32

 

 

   

For the Three Months Ended September 30, 2017

 
   

Parent Companies

and Guarantors

   

Subsidiary

Issuer

   

Non-Guarantor

Subsidiaries

   

Eliminations

   

Consolidated

JMP Group

LLC

 

Revenues

                                       

Investment banking

  $ -     $ -     $ 22,085     $ -     $ 22,085  

Brokerage

    -       -       4,763       -       4,763  

Asset management fees

    -       -       4,054       (40 )     4,014  

Principal transactions

    -       85       (1,477 )     -       (1,392 )

Gain on sale, payoff and mark-to-market of loans

    -       -       278       -       278  

Net dividend income

    -       2       276       -       278  

Other income

    -       -       282       -       282  

Equity earnings of subsidiaries

    4,220       2,077       -       (6,297 )     -  

Non-interest revenues

    4,220       2,164       30,261       (6,337 )     30,308  
                                         

Interest income

    367       1,139       11,349       (1,955 )     10,900  

Interest expense

    (1,146 )     (2,274 )     (7,410 )     2,019       (8,811 )

Net interest income

    (779 )     (1,135 )     3,939       64       2,089  
                                         

Provision for loan losses

    -       -       (368 )     -       (368 )
                                         

Total net revenues after provision for loan losses

    3,441       1,029       33,832       (6,273 )     32,029  
                                         

Non-interest expenses

                                       

Compensation and benefits

    498       1,455       22,610       -       24,563  

Administration

    145       102       1,252       (40 )     1,459  

Brokerage, clearing and exchange fees

    -       -       740       -       740  

Travel and business development

    15       -       694       -       709  

Communications and technology

    -       3       1,043       -       1,046  

Occupancy

    -       -       1,117       -       1,117  

Professional fees

    536       55       503       -       1,094  

Depreciation

    -       -       277       -       277  

Other

    -       36       330       -       366  

Total non-interest expenses

    1,194       1,651       28,566       (40 )     31,371  

Net income (loss) before income tax expense

    2,247       (622 )     5,266       (6,233 )     658  

Income tax expense (benefit)

    -       (493 )     1,606       -       1,113  

Net income (loss)

    2,247       (129 )     3,660       (6,233 )     (455 )

Less: Net income attributable to nonredeemable non-controlling interest

    -       -       780       -       780  

Net income (loss) attributable to JMP Group LLC

  $ 2,247     $ (129 )   $ 2,880     $ (6,233 )   $ (1,235 )

 

33

 

 

   

For the Nine Months Ended September 30, 2018

 
   

Parent Companies

and Guarantors

   

Subsidiary

Issuer

   

Non-Guarantor

Subsidiaries

   

Eliminations

   

Consolidated

JMP Group

LLC

 

Revenues

                                       
Investment banking   $ -     $ -     $ 70,319     $ -     $ 70,319  
Brokerage     -       -       14,787       -       14,787  
Asset management fees     -       -       15,766       (261 )     15,505  
Principal transactions     (2,026 )     (533 )     1,092       -       (1,467 )
Loss on sale, payoff and mark-to-market of loans     (15 )     -       (873 )     -       (888 )
Net dividend income     836       27       72       -       935  
Other income     -       -       666       -       666  
Equity earnings of subsidiaries     12,586       4,426       -       (17,012 )     -  
Non-interest revenues     11,381       3,920       101,829       (17,273 )     99,857  
                                         
Interest income     1,972       3,366       48,417       (6,724 )     47,031  
Interest expense     (3,382 )     (6,735 )     (31,731 )     6,723       (35,125 )
Net interest income     (1,410 )     (3,369 )     16,686       (1 )     11,906  
                                         
Loss on repurchase, reissuance or early retirement of debt     (42 )     (170 )     (2,626 )     -       (2,838 )
Provision for loan losses     (134 )     -       (4,065 )     -       (4,199 )
                                         
Total net revenues after provision for loan losses     9,795       381       111,824       (17,274 )     104,726  
                                         

Non-interest expenses

                                       
Compensation and benefits     1,826       3,161       71,083       -       76,070  
Administration     477       367       6,663       (261 )     7,246  
Brokerage, clearing and exchange fees     -       -       2,373       -       2,373  
Travel and business development     46       31       3,159       -       3,236  
Communications and technology     2       6       3,141       -       3,149  
Managed deal expense     -       -       4,528       -       4,528  
Occupancy     -       -       3,432       -       3,432  
Professional fees     1,847       321       2,147       -       4,315  
Depreciation     -       -       836       -       836  
Other     208       -       1,324       -       1,532  
Total non-interest expenses     4,406       3,886       98,686       (261 )     106,717  
Net income (loss) before income tax expense     5,389       (3,505 )     13,138       (17,013 )     (1,991 )
Income tax expense (benefit)     -       (2,520 )     2,374       -       (146 )
Net income (loss)     5,389       (985 )     10,764       (17,013 )     (1,845 )
Less: Net income (loss) attributable to nonredeemable non-controlling interest     477       -       (339 )     -       138  
Net income (loss) attributable to JMP Group LLC   $ 4,912     $ (985 )   $ 11,103     $ (17,013 )   $ (1,983 )

 

34

 

 

   

For the Nine Months Ended September 30, 2017

 
   

Parent Companies

and Guarantors

   

Subsidiary

Issuer

   

Non-Guarantor

Subsidiaries

   

Eliminations

   

Consolidated

JMP Group

LLC

 

Revenues

                                       

Investment banking

  $ -     $ -     $ 54,813     $ -     $ 54,813  

Brokerage

    -       -       15,127       -       15,127  

Asset management fees

    -       -       14,197       (119 )     14,078  

Principal transactions

    (72 )     (394 )     (3,142 )     -       (3,608 )
Gain on sale, payoff and mark-to-market of loans     -       -       1,208       -       1,208  

Net dividend income

    512       3       302       -       817  

Other income

    -       -       921       -       921  

Equity earnings of subsidiaries

    (8,861 )     2,805       -       6,056       -  

Non-interest revenues

    (8,421 )     2,414       83,426       5,937       83,356  
                                         

Interest income

    1,314       3,417       30,964       (6,032 )     29,663  

Interest expense

    (3,424 )     (6,820 )     (20,501 )     6,096       (24,649 )

Net interest income

    (2,110 )     (3,403 )     10,463       64       5,014  
                                         

Gain (loss) on repurchase, reissuance or early retirement of debt

    210       -       (5,542 )     -       (5,332 )

Provision for loan losses

    (20 )     -       (3,468 )     -       (3,488 )
                                         

Total net revenues after provision for loan losses

    (10,341 )     (989 )     84,879       6,001       79,550  
                                         

Non-interest expenses

                                       

Compensation and benefits

    2,359       2,850       63,804       -       69,013  

Administration

    512       335       5,271       (119 )     5,999  

Brokerage, clearing and exchange fees

    -       -       2,288       -       2,288  

Travel and business development

    103       -       2,632       -       2,735  

Communications and technology

    2       8       3,140       -       3,150  

Occupancy

    -       -       3,339       -       3,339  

Professional fees

    1,670       209       1,230       -       3,109  

Depreciation

    -       -       891       -       891  

Other

    138       53       1,802       -       1,993  

Total non-interest expenses

    4,784       3,455       84,397       (119 )     92,517  

Net income (loss) before income tax expense

    (15,125 )     (4,444 )     482       6,120       (12,967 )

Income tax expense (benefit)

    -       (2,583 )     2,414       -       (169 )

Net income (loss)

    (15,125 )     (1,861 )     (1,932 )     6,120       (12,798 )

Less: Net income attributable to nonredeemable non-controlling interest

    693       -       1,019       -       1,712  

Net income (loss) attributable to JMP Group LLC

  $ (15,818 )   $ (1,861 )   $ (2,951 )   $ 6,120     $ (14,510 )

 

35

 

 

   

For the Nine Months Ended September 30, 2018

 
   

Parent Companies

and Guarantors

   

Subsidiary
Issuer

   

Non-Guarantor
Subsidiaries

   

Eliminations

   

Consolidated
JMP Group
LLC

 

Cash flows from operating activities:

                                       
Net cash provided by (used in) operating activities   $ 11,080     $ 9,608     $ 14,341     $ (27,074 )   $ 7,955  
                                         

Cash flows from investing activities:

                                       
Purchases of fixed assets     -       -       (877 )     -       (877 )
Purchases of other investments     (5,460 )     (430 )     (88 )     4,453       (1,525 )
Sales of distributions from other investments     13,363       448       4,549       (4,411 )     13,949  
Funding of loans collateralizing asset-backed securities issued     -       -       (307,808 )     -       (307,808 )
Funding of loans held for investment     (664 )     -       (311,425 )     -       (312,089 )
Sale, payoff and principal receipts of loans collateralizing asset-backed securities issued     (15 )     -       268,254       -       268,239  
Sale, payoff and principal receipts on loans held for investment     1,614       -       25,112       -       26,726  
Investment in subsidiary     35,711       (5,550 )     -       (30,161 )     -  
Net cash provided by (used in) investing activities   $ 44,549     $ (5,532 )   $ (322,283 )   $ (30,119 )   $ (313,385 )
                                         

Cash flows from financing activities:

                                       

Repayment on bonds payable

    -       (9,980 )     -       -       (9,980 )
Proceeds from issuance of Repurchase Agreement     3,878       -       -       -       3,878  
Proceeds from drawdowns on CLO V warehouse facility     -       -       263,750       -       263,750  
Repayments on CLO V warehouse facility     -       -       (325,000 )     -       (325,000 )

Proceeds from sale of note payable to affiliate

    -       -       829       -       829  
Payments of debt issuance costs     -       (203 )     (1,715 )     21       (1,897 )

Repayment of asset-backed securities issued

    (4,453 )     -       (327,647 )     -       (332,100 )
Repayment of Repurchase Agreement     (10,000 )     -       -       10,000       -  
Repayment of notes payable     (3,878 )     -       -       -       (3,878 )
Proceeds from issuance of asset-backed securities issued     -       -       699,107       -       699,107  

Reissuance of asset-back securities

    4,411       -       42       -       4,453  
Distributions and distribution equivalents paid on common shares and RSUs     (5,906 )     -       -       -       (5,906 )

Capital contributions of nonredeemable non-controlling interest holders

    -       -       449       -       449  
Purchases of common shares for treasury     (2,309 )     -       -       -       (2,309 )

Purchase of subsidiary shares from non-controlling interest holders

    (656 )     -       656       -       -  
Distributions to non-controlling interest shareholders     (1,418 )     -       (109 )     -       (1,527 )

Employee taxes paid on shares withheld for tax-withholding purposes

    (31 )     -       -       -       (31 )
Capital contributions of parent     (42,236 )     7,107       (12,043 )     47,172       -  
Net cash provided by (used in) financing activities   $ (62,598 )   $ (3,076 )   $ 298,319     $ 57,193     $ 289,838  
Net increase (decrease) in cash and cash equivalents     (6,969 )     1,000       (9,623 )     -       (15,592 )

Cash, cash equivalents and restricted cash, beginning of period

    13,632       6,290       117,399       -       137,321  
Cash, cash equivalents and restricted cash, end of period   $ 6,663     $ 7,290     $ 107,776     $ -     $ 121,729  

 

36

 

 

   

For the Nine Months Ended September 30, 2017

 
   

Parent Companies

and Guarantors

   

Subsidiary
Issuer

   

Non-Guarantor
Subsidiaries

   

Eliminations

   

Consolidated
JMP Group
LLC

 

Cash flows from operating activities:

                                       

Net cash provided by (used in) operating activities

  $ (7,627 )   $ (2,282 )   $ 6,331     $ (9,082 )   $ (12,660 )
                                         

Cash flows from investing activities:

                                       

Purchases of fixed assets

    -       -       (204 )     -       (204 )

Purchases of other investments

    (1,190 )     (844 )     -       -       (2,034 )

Sales of distributions from other investments

    812       613       (4,327 )     15,202       12,300  

Funding of loans collateralizing asset-backed securities issued

    -       -       (614,431 )     -       (614,431 )

Funding of loans held for sale

    -       -       (2,752 )     -       (2,752 )

Funding of loans held for investment

    (6,152 )     -       (13,029 )     5,667       (13,514 )

Sale, payoff, and principal receipts of loans held for sale

    -       -       35,735       -       35,735  

Sale, payoff and principal receipts of loans collateralizing asset-backed securities issued

    -       -       512,216       (5,667 )     506,549  

Sale, payoff and principal payments on loans held for investment

    610       -       365       -       975  

Net changes in cash collateral posted for derivative transactions

    -       -       25,000       -       25,000  

Investment in subsidiary

    126,673       828       -       (127,501 )     -  

Net cash provided by (used in) investing activities

  $ 120,753     $ 597     $ (61,427 )   $ (112,299 )   $ (52,376 )
                                         

Cash flows from financing activities:

                                       

Proceeds from drawdowns on CLO V warehouse facility

    -       -       7,000       -       7,000  

Repayment of asset-backed securities issued

    -       -       (503,617 )     -       (503,617 )

Proceeds from issuance of asset-backed securities issued

    -       -       408,394       -       408,394  

Distributions and distribution equivalents paid on common shares and RSUs

    (5,838 )     -       -       -       (5,838 )

Capital contributions of nonredeemable non-controlling interest holders

    -       -       92       -       92  

Proceeds from exercises of stock options

    1,149       -       -       -       1,149  

Purchases of common shares for treasury

    (1,660 )     -       -       -       (1,660 )

Distributions to non-controlling interest shareholders

    (2,704 )     -       (1,164 )     -       (3,868 )

Employee taxes paid on shares withheld for tax-withholding purposes

    (307 )     -       -       -       (307 )

Capital contributions of parent

    (81,189 )     1,681       (41,873 )     121,381       -  

Net cash provided by (used in) financing activities

  $ (90,549 )   $ 1,681     $ (131,168 )   $ 121,381     $ (98,655 )

Net increase (decrease) in cash and cash equivalents

    22,577       (4 )     (186,264 )     -       (163,691 )

Cash, cash equivalents and restricted cash, beginning of period

    5,315       3,234       304,599       -       313,148  

Cash, cash equivalents and restricted cash, end of period

  $ 27,892     $ 3,230     $ 118,335     $ -     $ 149,457  

 

37

 

 

 

22. Subsequent Events

 

On October 11, 2018, the Company established, through its affiliate JMP Credit Advisors Long-Term Warehouse Ltd., a Cayman Islands vehicle (the “Borrower”), and the Borrower's subsidiary, JMP Credit Advisors CLO VI Warehouse Ltd., a Cayman Islands vehicle (the "CLO Subsidiary" and, together with the Borrower, the Borrower Entities"), a $100 million revolving credit facility (the “Facility”) with BNP Paribas to finance the acquisition of a portfolio of broadly syndicated corporate loans. JMPCA will act as collateral manager with duties including the selection of assets to be acquired by the Borrower Entities. All borrowings under the Facility will be subject to the satisfaction of certain customary covenants, the accuracy of certain representations and warranties, concentration limitations and other restrictions. The Facility will be primarily secured by a portfolio of broadly syndicated corporate loans that are eligible for acquisition by the Borrower Entities. The Borrower Entities are collectively subject to mandatory prepayments under the Facility upon the occurrence of certain events. In addition, the Borrower may make optional prepayments under the Facility. The Facility is structured to have a revolving period of up to three years ending October 11, 2021, and a twelve-month amortization period. The Facility has a market standard advance rate, and any outstanding balances bear interest at standard market interest rates based on LIBOR.

 

On October 18, 2018, the Company’s board of directors declared cash distributions of $0.03 per share for the months of October, November, and December. The October distribution is payable on November 15, 2018, to shareholders of record as of October 31, 2018. The November distribution is payable on December 14, 2018, to shareholders of record as of November 30, 2018. The December distribution is payable on January 15, 2019, to shareholders of record as of December 31, 2018.

 

On October 31, 2018, the Company amended the San Francisco office lease agreement to extend the term of the lease through June 30, 2024. The base rent begins at $226,448 per month from July 1, 2019 for 37,808 square feet of commercial office space. 

 

38

 

 

 

ITEM 2.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

 

The following Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”) should be read together with the unaudited consolidated financial statements and the related notes included elsewhere in this report. For additional context with which to understand our financial condition and results of operations, see the MD&A for the fiscal year ended December 31, 2017 contained in our Form 10-K (the “Annual Report”), as well as the consolidated financial statements and notes contained therein.

 

Cautionary Statement Regarding Forward-Looking Statements

 

This MD&A and other sections of this Form 10-Q (the “Quarterly Report”) contain forward looking statements. We make forward-looking statements, as defined by the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995, and in some cases you can identify these statements by forward-looking words such as “if,” “shall,” “may,” “might,” “will likely result,” “should,” “expect,” “plan,” “anticipate,” “believe,” “estimate,” “project,” “intend,” “goal,” “objective,” “predict,” “potential” or “continue,” the negative of these terms, and other comparable terminology. These forward-looking statements, which are based on various underlying assumptions and expectations and are subject to risks, uncertainties and other unknown factors, may include projections of our future financial performance based on our growth strategies and anticipated trends in our business. These statements are only predictions based on our current expectations and projections about future events that we believe to be reasonable. There are or may be important factors that could cause our actual results, level of activity, performance or achievements to differ materially from the historical or future results, level of activity, performance or achievements expressed or implied by such forward-looking statements. These factors include, but are not limited to, those discussed under the caption “Risk Factors” in our Annual Report. In preparing this MD&A, we presume that readers have access to and have read the MD&A in our Annual Report, pursuant to Instruction 2 to paragraph (b) of Item 303 of Regulation S-K. We undertake no duty to update any of these forward-looking statements after the date of filing of this Quarterly Report to conform such forward-looking statements to actual results or revised expectations, except as otherwise required by law.

 

Impact of Adopting Revenue Recognition Guidance

 

On January 1, 2018, we adopted ASU 201-09, Revenue from Contracts with Customers (Topic 606), which provides a more robust framework for addressing revenue issues, and clarifies the implementation guidance on principal versus agent considerations. The Company adopted this standard using a modified retrospective approach and the new revenue standard was applied prospectively in the Company's financial statements. The Company reported financial information for historical comparable periods that was not revised and will continue to be reporting under the accounting standards in effect during those historical periods. The new standard does not apply to revenue from financial instruments, including loans and securities, and as a result, it did not have an impact on revenues closely associated with financial instruments, including principal transactions, interest income, and interest expenses. The new standard primarily impacts the presentation of out investment banking revenues, specifically underwriting revenues, strategic advisory revenues, and private placement fees. Certain investment banking revenues have historically been presented net of related expenses. Under the new standard, revenues and expenses related to investment banking transactions are presented gross in the Consolidated Statements of Operations.

 

Refer to Note 3, Recent Accounting Pronouncements, for additional information.

 

Overview

 

JMP Group LLC, together with its subsidiaries (collectively, the “Company”, “we”, or “us”), is a diversified capital markets firm headquartered in San Francisco, California. We have a diversified business model with a focus on small and middle-market companies and provide:

 

 

 

investment banking services, including corporate finance, mergers and acquisitions and other strategic advisory services, to corporate clients;

 

 

 

sales and trading and related securities brokerage services to institutional investors;

 

 

 

equity research coverage of four target industries;

 

 

 

asset management products and services to institutional investors, high net-worth individuals and for our own account; and

 

 

 

management of collateralized loan obligations and a specialty finance company.

 

Components of Revenues

 

We derive revenues primarily from: fees from our investment banking business, net commissions from our sales and trading business, management fees and incentive fees from our asset management business, and interest income earned on collateralized loan obligations we manage. We also generate revenues from principal transactions, interest, dividends and other income.

 

Investment Banking

 

We earn investment banking revenues from underwriting securities offerings, arranging private capital markets transactions and providing advisory services in mergers and acquisitions and other strategic transactions.

 

Underwriting Revenues

 

We earn revenues from securities offerings in which we act as an underwriter, such as initial public offerings and follow-on equity offerings. Underwriting revenues include management fees, underwriting fees, selling concessions, and realized and unrealized net gains and losses on equity positions held in inventory for a period of time to facilitate the completion of certain underwritten offerings. We record underwriting revenues, gross of related syndicate expenses, at the time an underwritten transaction is completed. In syndicated transactions, management estimates our share of transaction-related expenses incurred by the syndicate, and we recognize revenues gross of such expense. On final settlement by the lead manager, typically 90 days from the trade date of the transaction, we adjust these amounts to reflect the actual transaction-related expenses and our resulting underwriting fee. We receive a higher proportion of total fees in underwritten transactions in which we act as a lead manager.

 

39

 

 

Strategic Advisory Revenues

 

Our strategic advisory revenues primarily consist of success fees received upon the closing of mergers and acquisitions but also include retainer fees received when we are first engaged to provide advisory services. We also earn fees for related advisory work and other services, such as fairness opinions and valuation analyses. These revenues may be earned for providing services to either the buyer or the seller involved in a transaction. We record strategic advisory revenues when the transactions or the services to be performed (or, if applicable, separate components thereof) are substantially completed, the fees are determinable and collection is reasonably assured.

 

Private Capital Markets and Other Revenues

 

We earn fees for private capital markets and other services in connection with transactions that are not underwritten, such as private placements of equity securities, private investments in public equity (“PIPE”) transactions and Rule 144A offerings. We record private placement revenues on the closing date of these transactions.

 

Since our investment banking revenues are generally recognized at the time of completion of a transaction or the services to be performed, these revenues typically vary between periods and may be affected considerably by the timing of the closing of significant transactions.

 

Brokerage Revenues

 

Our brokerage revenues include trading commissions paid by customers for purchases or sales of exchange-listed and over-the-counter (“OTC”) equity securities. Commissions are recognized on a trade date basis. Brokerage revenues also include net trading gains and losses that result from market-making activities and from our commitment of capital to facilitate customer transactions. Our brokerage revenues may vary between periods, in part depending on commission rates, trading volumes and our ability to deliver equity research and other value-added services to our clients. The ability to execute trades electronically, through the Internet and through other alternative trading systems, has increased pressure on trading commissions and spreads across our industry. We expect this trend toward alternative trading systems and the related pricing pressure in the brokerage business to continue. We are, to some extent, compensated through brokerage commissions for the equity research and other value-added services we deliver to our clients. These “soft dollar” practices have been the subject of discussion among regulators, the investment banking community and our sales and trading clients. In particular, commission sharing arrangements have been adopted by some large institutional investors. In these arrangements, an institutional investor concentrates its trading with fewer “execution” brokers and pays a fixed amount for execution, with a designated amount set aside for payments to other firms for research or other brokerage services. Accordingly, trading volume directed to us by investors that enter into such arrangements may be reduced, or eliminated, but we may be compensated for our research and sales efforts through allocations of the designated amounts. Depending on the extent to which we agree to this practice and depending on our ability to enter into arrangements on terms acceptable to us, this trend would likely impair the revenues and profitability of our brokerage business by negatively affecting both volumes and trading commissions.

 

Asset Management Fees

 

We earn asset management fees for managing a family of investment partnerships, including hedge funds, hedge funds of funds, and private equity funds, as well as a publicly traded specialty finance company, HCC. These fees include base management fees and incentive fees. Base management fees are generally determined by the fair value of the assets under management or the aggregate capital commitment and the fee schedule for each fund or account. Incentive fees are based upon the investment performance of the funds or accounts. For most of our funds, incentive fees equate to a percentage of the excess investment return above a specified high-water mark or hurdle rate over a defined period of time. For private equity funds, incentive fees equate to a percentage of the realized gain from the disposition of each portfolio investment in which each investor participates, which we earn after returning contributions by an investor for a portfolio investment. Generally, we do not earn management fees calculated on the basis of average assets under management (“AUM”).

 

As of September 30, 2018 the contractual base management fees earned from each of our investment funds or companies ranged between 1% and 2% of AUM or were between 1% and 2% of aggregate committed capital. The contractual incentive fees were generally 20%, subject to high-water marks, for the hedge funds; 5% to 20%, subject to high-water marks or a performance hurdle rate, for the hedge funds of funds; 20%, subject to high-water marks, for Harvest Growth Capital LLC (“HGC”) and Harvest Growth Capital II LLC (“HGC II”); and 30% for JMP Capital I. Our asset management revenues are subject to fluctuations due to a variety of factors that are unpredictable, including the overall condition of the economy, the securities markets as a whole and our core sectors. These market and industry conditions can have a material effect on the inflows and outflows of AUM and on the performance of our asset management funds. For example, a significant portion of the performance-based or incentive fee revenues that we recognize are based on the value of securities held in the funds we manage. The value of these securities includes unrealized gains or losses that may change from one period to another.

 

Asset management fees for the CLOs we manage currently consist only of senior and subordinated base management fees. We recognize base management fees for the CLOs on a monthly basis over the period during which the collateral management services are performed. The base management fees for the CLOs are calculated as a percentage of the average aggregate collateral balances for a specified period. As we consolidate the CLO’s, the management fees earned at JMP Credit Advisors LLC (“JMPCA”) from the CLOs are eliminated on consolidation in accordance with GAAP. For the nine months ended September 30, 2017, the contractual senior and subordinated base management fees earned from CLO I and CLO II were 0.50% of the average aggregate collateral balance. For both the nine months ended September 30, 2018 and 2017, the contractual senior and subordinated base management fees earned from CLO III were 0.35% and 0.33%, respectively, of the average aggregate collateral balance. For the nine months ended September 30, 2017, the contractual senior and subordinated base management fees earned from CLO IV warehouse portfolio were 1.0% of the average collateral balance. For the nine months ended September 30, 2018 and 2017, the contractual senior and subordinated base management fees earned from CLO IV, after securitization, were 0.50% of the average aggregate collateral balance. For the three and  nine months ended September 30, 2018, the contractual senior and subordinated base management fees earned from CLO V warehouse portfolio were 1.0% of the average equity contributions. For the three and months ended September 30, 2018, contractual senior and subordinated base management fees earned from CLO V, after securitization, were 0.50% of the average aggregate collateral balance. 

 

The redemption provisions of our hedge funds require at least 60 to 90 days’ advance notice. Redemptions are not permitted in our private equity funds or our private debt capital vehicles. The redemption provisions do not apply to the CLOs.

 

40

 

 

The following tables present certain information with respect to the investment funds managed by HCS, JMPAM, HCAP Advisors, and JMPCA:

 

(In thousands)   Assets Under Management (1) at     Company's Share of
Assets Under Management at
 
    September 30, 2018     December 31, 2017     September 30, 2018     December 31, 2017  
Funds Managed by HCS, JMPAM, or HCAP Advisors:                                
Hedge Funds:                                
Harvest Small Cap Partners (2)   $ 373,349     $ 377,513     $ 365     $ 1,074  
Harvest Agriculture Select (3)     73,297       99,133       504       9,259  
Private Equity Funds:                                
Harvest Growth Capital LLC     19,883       19,487       878       852  
Harvest Growth Capital II LLC     169,359       149,998       3,252       3,011  
Harvest Intrexon Enterprise Fund     57,208       70,295       353       430  
JMP Realty Partners I     38,782       33,282       2,832       2,832  
Other     9,550       10,111       N/A       N/A  
Funds of Funds:                                
JMP Masters Fund (4)     2,427       3,048       2       4  
Capital or Private Debt Capital:                                
JMP Capital I     23,529       23,529       2,329       2,329  
Harvest Capital Credit Corporation     132,493       128,408       N/A       N/A  
HCS, JMPAM, and HCAP Advisors Totals   $ 899,877     $ 914,804     $ 10,515     $ 19,791  
                                 
CLOs Managed by JMPCA:                                
CLO III (5)     360,098       360,680       N/A       N/A  
CLO IV (5)     450,281       450,985       N/A       N/A  
CLO V and CLO V warehouse (5)     400,170       82,691       N/A       N/A  
JMPCA Totals   $ 1,210,549     $ 894,356     $ N/A     $ N/A  
                                 
JMP Group LLC Totals   $ 2,110,426     $ 1,809,160     $ 10,515     $ 19,791  
                                 

 

 

(1)

For hedge funds, funds of funds, HGC, HGC II, Harvest Intrexon Enterprise Fund ("HIEF"), and Other, AUM represent the net assets of such funds. For JMP Realty Partners I and JMP Capital I, assets under management represent the commitment amount. For JMP Realty Partners I the commitment amount is subject to the management fee calculation. For CLOs, AUM represent the sum of the aggregate collateral balance and restricted cash to be reinvested in collateral, upon which management fees are earned.

(2)

  The Company has agreed to a non-binding letter of intent to sell the general partnership interest in the Harvest Small Cap Partners fund entities to a newly formed entity owned by the portfolio manager of the Harvest Small Cap Partners funds. Completion of the sale is subject to certain terms and conditions and the parties are working toward the execution of the definitive agreements by year-end, assuming all conditions in the letter of intent are satisfied by the required time lines. The expected close date will be December 31, 2018.

(3)

Harvest Agriculture Select (“HAS”) includes managed accounts in which the Company has neither equity investment nor control. These are included as they follow the respective funds’ strategy and earn fees.

(4)

JMP Masters began the process of liquidation on December 31, 2015.
(5) CLO III, CLO IV, CLO V (effective July 26, 2018), and CLO V warehouse (through July 26, 2018) were consolidated in the Company’s Statements of Financial Condition for the period ended September 30, 2018 and for the year ended December 31, 2017.

  

 

41

 

 

(In thousands)

 

Three Months Ended September 30, 2018

   

Three Months Ended September 30, 2017

 
   

Company's

Share of

Change in

Fair Value

   

Management

Fee

   

Incentive

Fee

   

Company's

Share of

Change in

Fair Value

   

Management

Fee

   

Incentive

Fee

 

Hedge Funds:

                                               

Harvest Small Cap Partners (1)

  $ 19       1,600       16     $ 134       1,850       19  

Harvest Agriculture Select (2)

    7       206       -       256       246       54  

Private Equity Funds:

                                               

Harvest Growth Capital LLC

    61       -       -       (68 )     -       -  

Harvest Growth Capital II LLC

    32       146       -       (63 )     130       -  

Harvest Intrexon Enterprise Fund

    (32 )     176       -       2       613       -  

JMP Realty Partners I

    (30 )     89       -       (6 )     148       -  

Other

    -       5       -       -       3       -  

Funds of Funds:

                                               

JMP Masters Fund (3)

    1       6       -       -       8       -  

Capital or private debt capital:

                                               

JMP Capital

    N/A       1       -       N/A       -       -  

Harvest Capital Credit Corporation (4)

    N/A       964       487       N/A       943       -  

CLOs:

                                               

CLO III (5)

    N/A       323       -       N/A       303       -  

CLO IV (5)

    N/A       575       -       N/A       576       -  

CLO V and CLO V warehouse (5)

    N/A       413       -       N/A       9       -  

Totals

  $ 58     $ 4,504     $ 503     $ 255     $ 4,829     $ 73  

 

(1)

The Company has agreed to a non-binding letter of intent to sell the general partnership interest in the Harvest Small Cap Partners fund entities to a newly formed entity owned by the portfolio manager of the Harvest Small Cap Partners funds. Completion of the sale is subject to certain terms and conditions and the parties are working toward the execution of the definitive agreements by year-end, assuming all conditions in the letter of intent are satisfied by the required time lines. The expected close date will be December 31, 2018.
(2) HAS includes managed accounts in which the Company has neither equity investment nor control. These are included with the funds, as they follow the respective strategies and earn fees.

(3)

JMP Masters began the process of liquidation on December 31, 2015.

(4)

Management fees earned includes administrative services revenue.

(5) Management and Incentive Fees earned from CLOs are consolidated and then eliminated in consolidation in the Company’s Statements of Operations.

 

42

 

 

(In thousands)

 

Nine Months Ended September 30, 2018

   

Nine Months Ended September 30, 2017

 
   

Company's

Share of

Change in

Fair Value

   

Management

Fee

   

Incentive

Fee

   

Company's

Share of

Change in

Fair Value

   

 

Management

Fee

   

Incentive

Fee

 

Hedge Funds:

                                               

Harvest Small Cap Partners (1)

  $ 32       4,717       5,318     $ (82 )     5,853       1,651  

Harvest Agriculture Select (2)

    (353 )     662       -       580       705       65  

Private Equity Funds:

                                               

Harvest Growth Capital LLC

    170       -       -       (6 )     -       -  

Harvest Growth Capital II LLC

    452       460       -       608       426       -  

Harvest Intrexon Enterprise Fund

    (98 )     527       -       (11 )     1,839       -  

JMP Realty Partners I

    29       268       -       114       281       17  

Other

    -       14       -       -       25       -  

Funds of Funds:

                                               

JMP Masters Fund (3)

    1       20       -       4       25       -  

Capital or private debt capital:

                                               

JMP Capital I

    N/A       12       96       N/A       -       -  

Harvest Capital Credit Corporation (4)

    N/A       2,945       487       N/A       2,923       260  

CLOs:

                                               

CLO I (5)(6)

    N/A       -       -       N/A       179       42  

CLO II (5)(6)

    N/A       -       -       N/A       734       -  

CLO III (5)

    N/A       913       -       N/A       898       -  

CLO IV (5)

    N/A       1,709       -       N/A       690       -  

CLO V and CLO V warehouse (5)

    N/A       617       -               9       -  

Assets Referenced in TRS (7)

    N/A       -       -       N/A       88       -  

Totals

  $ 233     $ 12,864     $ 5,901     $ 1,207     $ 14,675     $ 2,035  

 

(1) The Company has agreed to a non-binding letter of intent to sell the general partnership interest in the Harvest Small Cap Partners fund entities to a newly formed entity owned by the portfolio manager of the Harvest Small Cap Partners funds. Completion of the sale is subject to certain terms and conditions and the parties are working toward the execution of the definitive agreements by year-end, assuming all conditions in the letter of intent are satisfied by the required time lines. The expected close date will be December 31, 2018.

(2)

HAS includes managed accounts in which the Company has neither equity investment nor control. These are included with the funds, as they follow the respective strategies and earn fees.

(3)

JMP Masters began the process of liquidation on December 31, 2015.

(4) Management fees earned includes administrative services revenue.

(5)

Management and incentive fees earned from CLOs are consolidated and then eliminated in consolidation in the Company’s Statements of Operations.

(6) CLO I and CLO II were liquidated on February 21, 2017 and June 15, 2017, respectively. Most of the CLO II assets remaining at liquidation were sold to CLO IV.
(7) Management and incentive fees earned from Assets referenced in TRS are consolidated and then eliminated in consolidation in the Company’s Statements of Operations. All of the assets referenced in TRS were sold to CLO IV in the second quarter of 2017, and TRS completed its liquidation in the third quarter of 2017

 

Principal Transactions

 

Principal transaction revenues include net realized and unrealized gains and losses resulting from our principal investments in equity and other securities for our own account as well as equity-linked warrants received from certain investment banking clients and limited partner investments in private funds managed by third parties. Principal transaction revenues also include earnings, or losses, attributable to interests in investment partnerships managed by our asset management subsidiaries, HCS and JMPAM, which are accounted for using the equity method of accounting. In addition, our principal transaction revenues include unrealized gains or losses on an investment in an entity that acquires buildings and land for the purpose of holding, managing and selling the properties and also include unrealized gains or losses on the investments in other private companies.

 

Gain (Loss) on Sale and Payoff of Loans

 

Gain (loss) on sale and payoff of loans consists of gains and losses from the sale and payoff of loans collateralizing asset-backed securities. Gains are recorded when the proceeds exceed the carrying value of the loan. Gain on sale, payoff and mark-to-market of loans also consists of the lower of cost or market adjustments arising from loans held for sale. Losses are recorded for a loan held for sale when the carrying value exceeds fair value.

 

Net Dividend Income

 

Net dividend income includes dividends from our investments offset by dividend expense resulting from short positions in our principal investment portfolio.

 

43

 

 

Other Income

 

Other income includes revenues from equity method investments, revenues from fee-sharing arrangements with our funds, and fees earned to raise capital for third-party investment partnerships.

 

Interest Income

 

Interest income primarily consists of interest income earned on loans collateralizing asset-backed securities ("ABS") issued and loans held for investment. Interest income on loans is comprised of the stated coupon as a percentage of the face amount receivable as well as accretion of purchase discounts and deferred fees. Interest income is recorded on an accrual basis, in accordance with the terms of the respective loans, unless such loans are placed on non-accrual status.

 

Interest Expense

 

Interest expense primarily consists of interest expense related to ABS issued, Senior Notes, notes payable, and any warehouse credit facilities, as well as the amortization of bond issuance costs. Interest expense on ABS issued is the stated coupon payable as a percentage of the principal amount in addition to amortization of the liquidity discount that was recorded at the acquisition date. Interest expense is recorded on an accrual basis, in accordance with the terms of the respective debt instrument.

 

Loss on Repurchase, Reissuance, or Early Retirement of Debt 

 

Loss on repurchase, reissuance, or early retirement of debt primarily consists of losses incurred in the write-off of debt issuance costs related to Senior Notes or ABS issued that have been repurchased or retired sooner than the life of the instrument. 

 

Provision for Loan Losses

 

Provision for loan losses includes the provision for losses recognized on our loan notes and non-revolving credit agreements at JMP Capital LLC and JMP Investment Holdings (collectively loans held for investment) and on loans collateralizing ABS in order to record the loans held for investment and ABS at their estimated net realizable value. We maintain an allowance for loan losses that is intended to estimate loan losses inherent in our loan portfolios. A provision for loan losses is charged to expense to establish the allowance for loan losses. The allowance for loan losses is maintained at a level, in the opinion of management, sufficient to offset estimated losses inherent in the loan portfolio as of the date of the financial statements. The appropriateness of the allowance and the allowance components are reviewed quarterly. Our estimate of each allowance component is based on observable information and on market and third-party data that we believe are reflective of the underlying loan losses being estimated. We employ internally developed and third-party estimation tools for measuring credit risk (loan ratings, probability of default, and exposure at default).

 

A specific reserve is provided for loans that are considered impaired. A loan is considered impaired when it is probable that we will be unable to collect all amounts due according to the contractual terms of the loan agreement. We measure impairment of a loan based upon either the present value of expected future cash flows discounted at the loan’s effective interest rate, the loan’s observable market price, or the fair value of the collateral securing the loan, if the loan is collateral-dependent, depending on the circumstances and our collection strategy. For those loans held by CLO I at the date of acquisition by JMP Credit, and deemed impaired at that date or a subsequent date, allowance for loan losses is calculated considering two additional factors. For loans deemed impaired at the date of acquisition, if there is a further decline in expected future cash flows, this reduction is recognized as a specific reserve in accordance with the guidance above. For those loans deemed impaired subsequent to the acquisition date, or for loans held at CLO III, CLO IV, or CLO V, if the net realizable value is lower than the current carrying value, the carrying value is reduced, and the difference is booked as a provision for loan losses. If the total discount from unpaid principal balance to carrying value is larger than the expected loss at the date of assessment, no provision for loan losses is recognized.

 

Loans which are deemed to be uncollectible are charged off, and the charged-off amount is deducted from the allowance.

 

Components of Expenses

 

We classify our expenses as compensation and benefits; administration; brokerage, clearing and exchange fees; travel and business development; communications and technology; managed deal expenses, occupancy; professional fees, depreciation, and other. A significant portion of our expense base is variable, including compensation and benefits; brokerage, clearing and exchange fees; travel and business development; communication and technology expenses, and managed deal expenses.

 

Compensation and Benefits

 

Compensation and benefits is the largest component of our expenses and includes employees’ base pay, performance bonuses, sales commissions, related payroll taxes, and medical and benefits expenses, as well as expenses for contractors, temporary employees, and equity-based compensation. Our employees receive a substantial portion of their compensation in the form of an individual, performance-based bonus. As is the widespread practice in our industry, we pay bonuses, for the most part, on an annual basis, and for senior professionals these bonuses typically make up a large portion of their total compensation. A portion of the performance-based bonuses paid to certain senior professionals is paid in the form of deferred compensation. Bonus payments may have a greater impact on our cash position and liquidity in the periods in which they are paid than would otherwise be reflected in our Consolidated Statements of Operations. We accrue for the estimated amount of these bonus payments ratably over the applicable service period.

 

Compensation is accrued with specific ratios of total compensation and benefits to total revenues applied to specific revenue categories, with adjustments made if, in management’s opinion, such adjustments are necessary and appropriate to maintain competitive compensation levels.

 

44

 

 

Administration

 

Administration expense primarily includes the cost of hosted conferences, non-capitalized systems and software expenditures, insurance, business tax (non-income), office supplies, recruiting, and regulatory fees.

 

Brokerage, Clearing, and Exchange Fees

 

Brokerage, clearing, and exchange fees include the cost of floor and electronic brokerage and execution, securities clearance, and exchange fees. Changes in brokerage, clearing, and exchange fees fluctuate largely in line with the volume of our sales and trading activity.

 

Travel and Business Development

 

      Travel and business development expense primarily consists of costs incurred traveling to client locations for the purposes of executing transactions or meeting potential new clients, travel for administrative functions, and other costs incurred in developing new business. Travel costs related to existing clients for mergers and acquisitions and underwriting deals are sometimes reimbursed by clients. Under the new revenue standard ASC 606, reimbursed costs are presented as revenue on the Consolidated Statements of Operations.

 

Managed Deal Expenses

 

Managed deal expenses primarily relate to costs incurred and/or allocated in the execution of investment banking transactions, including reimbursable costs.  Under the new revenue standard ASC 606, reimbursed costs are presented as revenue on the Consolidated Statements of Operations.

 

Communications and Technology

 

Communications and technology expense primarily relates to the cost of communication and connectivity, information processing and subscriptions to certain market data feeds and services.

 

Occupancy Expenses

 

Occupancy costs primarily include payments made under operating leases that are recognized on a straight-line basis over the period of the lease.

 

Professional Fees

 

         Professional fees primarily relate to legal and accounting professional services.

 

Depreciation

 

Depreciation expenses include the straight-line amortization of purchases of certain furniture and fixtures, computer and office equipment, certain software costs, and leasehold improvements to allocate their depreciation amounts over their estimated useful life.

 

Other Expenses

 

Other operating expenses primarily includes bad debt expense and CLO administration expense at JMP Investment Holdings.

 

Income Taxes

 

JMP Group LLC is a publicly traded partnership and, as such, is taxed as a partnership, and not as a corporation, for U.S. federal income tax purposes, so long as 90% or more of its gross income for each taxable year constitutes “qualifying income.”

 

The Company’s effective tax rate is directly impacted by the proportion of income subject to tax compared to income not subject to tax. JMP Group Inc., a wholly-owned subsidiary, is subject to U.S. federal and state income taxes. The remainder of the Company’s income is generally not subject to corporate-level taxation.

 

The Company recognizes deferred tax assets and liabilities in accordance with ASC 740, Income Taxes, which are determined based upon the temporary differences between the financial reporting and tax basis of the Company’s assets and liabilities using the tax rates and laws in effect when the differences are expected to reverse. Valuation allowances are established when necessary to reduce the deferred tax assets when it is more likely than not that a portion or all of the deferred tax assets will not be realized.

 

         The Company records uncertain tax positions using a two-step process: (i) the Company determines whether it is more likely than not that each tax position will be sustained on the basis of the technical merits of the position; and (ii) for those tax positions that meet the more-likely-than not recognition threshold, the Company recognizes the largest amount of tax benefit that is more than fifty percent likely to be realized upon ultimate settlement with the related tax authority

 

The Company’s policy for recording interest and penalties associated with the tax audits or unrecognized tax benefits, if any, is to record such items as a component of income tax.

 

45

 

 

Non-controlling Interest

 

 Non-controlling interest for the nine months ended September 30, 2018 includes the interest of third parties in CLO III, HCS Strategic Investments LLC, and HCAP Advisors, partially-owned subsidiaries consolidated in our financial statements.  Non-controlling interest for the nine months ended September 30, 2017 included the interest of third parties in CLO I, CLO II, CLO III, and HCAP Advisors

 

          The Company currently manages several asset management funds, which are structured as limited partnerships, and is the general partner of each. The Company assesses whether the partnerships meet the definition of variable interest entities (“VIEs”) in accordance with ASC 810-10-15-14 and whether the Company qualifies as the primary beneficiary. Funds determined not to meet the definition of a VIE are considered voting interest entities, for which the rights of the limited partners are evaluated to determine if consolidation is necessary. Such guidance provides that the presumption that the general partner controls the limited partnership may be overcome if the limited partners have substantive kick-out rights.

  

    The Company owned approximately 94% of the subordinated notes of the issuer of CLO I. CLO I initiated liquidation proceedings in the fourth quarter of 2016 and completed its liquidation in the first quarter of 2017. The Company was identified as the primary beneficiary, based on the ability to direct activities of CLO I through its subsidiary manager, JMP Credit Advisors, and its equity ownership.

 

       The Company, through a wholly-owned subsidiary, managed CLO II from issuance through its liquidation in the second quarter of 2017. From issuance through December 31, 2013, the Company owned $17.3 million, or 72.8%, of the subordinated notes of the issuer. In the first quarter of 2014, the Company repurchased $6.0 million of subordinated notes, increasing its ownership to 98.0%. In March 2017, the Company repurchased $7.0 million of Class F notes. CLO II began and completed its liquidation in the second quarter of 2017. The Company was identified as the primary beneficiary, based on the ability to direct activities of CLO II through its subsidiary manager, JMP Credit Advisors, and its equity ownership.

 

       The Company, through a wholly-owned subsidiary, has managed CLO III since issuance. From issuance through September 27, 2016, the Company owned $5.2 million or 13.5% of the subordinated notes of the issuer. On September 27, 2016, the Company repurchased $12.8 million face value of the subordinated notes, increasing its ownership to 46.7%. The Company was identified as the primary beneficiary, based on the ability to direct activities of CLO III through its subsidiary manager, JMPCA, and its equity ownership. In February 2018, the Company closed a refinancing of the asset-backed securities issued by CLO III, which lowered the weighted average costs of funds by 55 basis points and extended the reinvestment period for two years. In connection with the refinancing, the Company recorded losses on early retirement of debt related to unamortized debt issuance costs of $2.6 million for the quarter ended March 31, 2018.

 

HCAP Advisors was formed on December 18, 2012. HCAP Advisors appointed JMP Group LLC as its Manager effective May 1, 2013 and began offering investment advisory services. The Company owned a 51.0% equity interest in the entity until April 27, 2018 when the Company purchased an additional 18.4% of HCAP equity from a non-controlling interest holder. As of April 27, 2018, the Company owns a 69.4% of equity interest in the entity.   The Company was identified as the primary beneficiary, based on the ability to direct activities of HCAP Advisors as the Manager and its equity ownership.

 

 

46

 

 

Results of Operations

 

The following table sets forth our results of operations for the three months and nine months ended September 30, 2018 and 2017, and is not necessarily indicative of the results to be expected for any future period.

 

(In thousands)

 

Three Months Ended September 30,

   

Nine Months Ended September 30,

   

Three Month Change
from 2017 to 2018

   

Nine Month Change
from 2018 to 2017

 
   

2018

   

2017

   

2018

   

2017

     $    

%

     $    

%

 

Revenues

                                                               

Investment banking

  $ 21,095     $ 22,085     $ 70,319     $ 54,813     $ (990 )     -4.5 %   $ 15,506       28.3 %

Brokerage

    4,676       4,763       14,787       15,127       (87 )     -1.8 %     (340 )     -2.2 %

Asset management fees

    3,702       4,014       15,505       14,078       (312 )     -7.8 %     1,427       10.1 %

Principal transactions

    469       (1,392 )     (1,467 )     (3,608 )     1,861       133.7 %     2,141       59.3 %

Gain (loss) on sale, payoff and mark-to-market of loans

    (556 )     278       (888 )     1,208       (834 )     -300.0 %     (2,096 )     -173.5 %

Net dividend income

    320       278       935       817       42       15.1 %     118       14.4 %

Other income

    306       282       666       921       24       8.5 %     (255 )     -27.7 %

Non-interest revenues

    30,012       30,308       99,857       83,356       (296 )     -1.0 %     16,501       19.8 %
                                                                 

Interest income

    18,652       10,900       47,031       29,663       7,752       71.1 %     17,368       58.6 %

Interest expense

    (13,789 )     (8,811 )     (35,125 )     (24,649 )     (4,978 )     -56.5 %     (10,476 )     -42.5 %

Net interest income

    4,863       2,089       11,906       5,014       2,774       132.8 %     6,892       137.5 %
                                                                 

Loss on repurchase, reissuance, or early retirement of debt

    (170 )     -       (2,838 )     (5,332 )     (170 )     0.0 %     2,494       46.8 %

Provision for loan losses

    (1,454 )     (368 )     (4,199 )     (3,488 )     (1,086 )     -295.1 %     (711 )     -20.4 %
                                                                 

Total net revenues after provision for loan losses

    33,251       32,029       104,726       79,550       1,222       3.8 %     25,176       31.6 %
                                                                 

Non-interest expenses

                                                               

Compensation and benefits

    22,671       24,563       76,070       69,013       (1,892 )     -7.7 %     7,057       10.2 %

Administration

    2,302       1,459       7,246       5,999       843       57.8 %     1,247       20.8 %

Brokerage, clearing, and exchange fees

    808       740       2,373       2,288       68       9.2 %     85       3.7 %

Travel and business development

    1,080       709       3,236       2,735       371       52.3 %     501       18.3 %

Managed deal expenses

    614       -       4,528       -       614       0.0 %     4,528       0.0 %

Communication and technology

    1,040       1,046       3,149       3,150       (6 )     -0.6 %     (1 )     0.0 %

Occupancy

    1,172       1,117       3,432       3,339       55       4.9 %     93       2.8 %

Professional fees

    1,272       1,094       4,315       3,109       178       16.3 %     1,206       38.8 %

Depreciation

    285       277       836       891       8       2.9 %     (55 )     -6.2 %

Other

    369       366       1,532       1,993       3       0.8 %     (461 )     -23.1 %

Total non-interest expenses

    31,613       31,371       106,717       92,517       242       0.8 %     14,200       15.3 %

Income (loss) before income tax expense

    1,638       658       (1,991 )     (12,967 )     980       148.9 %     10,976       84.6 %

Income tax expense (benefit)

    527       1,113       (146 )     (169 )     (586 )     -52.7 %     23       13.6 %

Net income (loss)

    1,111       (455 )     (1,845 )     (12,798 )     1,566       344.2 %     10,953       85.6 %

Less: Net income attributable to non-controlling interest

    823       780       138       1,712       43       5.5 %     (1,574 )     -91.9 %

Net income (loss) attributable to JMP Group LLC

  $ 288     $ (1,235 )   $ (1,983 )   $ (14,510 )   $ 1,523       123.3 %   $ 12,527       86.3 %
                                                                 

 

47

 

 

Three Months Ended September 30, 2018 Compared to Three Months Ended September 30, 2017

 

Overview

 

Total net revenues after provision for loan losses increased $1.3 million, or 3.8%, from $32.0 million for the quarter ended September 30, 2017 to $33.3 million for the quarter ended September 30, 2018, primarily resulting from a $1.0 million decrease in investment banking revenue, a $0.8 million decrease in gains on sale, payoff, and mark-to-market of loans, and a $1.1 million increase in the provision for loan losses, partially offset by a $1.9 million increase in revenues from principal transactions and a $2.8 million increase in net interest income.

 

Non-interest revenues decreased $0.3 million, or 1.0%, from $30.3 million for the quarter ended September 30, 2017 to $30.0 million in the same period in 2018. This decrease was primarily driven by a $1.0 million decrease in investment banking revenues, a $0.3 million decrease in asset management revenues, and a $0.8 million decrease in gains on sale, payoff, and mark-to-market of loans, partially offset by a $1.9 million increase in revenues from principal transactions. Of the total of investment banking revenues earned, $0.9 million of revenue is related to a gross up of expenses as a result of the Company's adoption of ASC 606. See Note 3 of the Consolidated Financial Statements for additional details on the new revenue standard and accounts affected by adoption. 

 

Net interest income increased $2.8 million, or 132.8%, from $2.1 million for the quarter ended September 30, 2017 to $4.9 million for the quarter ended September 30, 2018.

 

Loss on repurchase, reissuance, or early retirement of debt increased $0.2 million, from zero for the quarter ended September 30, 2017 to a loss of $0.2 million for the quarter ended September 30, 2018.

 

Provision for loan losses increased $1.1 million, or 295.1% from $0.4 million for the quarter ended September 30, 2017 to $1.5 million for the quarter ended September 30, 2018.

 

Total non-interest expenses increased $0.2 million, or 0.8%, from $31.4 million for the quarter ended September 30, 2017 to $31.6 million for the quarter ended September 30, 2018, primarily due to a $0.8 million increase in administration expenses, a $0.4 million increase in travel and business development, and a $0.6 million increase in managed deal expenses, partially offset by a $1.9 million decrease in compensation and benefits. Of the $0.2 million increase in expenses, $0.9 million of the increase is related to a gross-up of expenses as a result of the Company's adoption of ASC 606. See Note 3 of the Consolidated Financial Statements for additional details on the new revenue standard and accounts affected by adoption.

 

Net income attributable to non-controlling interest was $0.8 million for both of the quarters ended September 30, 2018 and 2017.

 

Net income attributable to JMP Group LLC increased $1.5 million, or 123.3% from a net loss $1.2 million for the quarter ended September 30, 2017 to net income of $0.3 million for the quarter ended September 30, 2018. This was primarily attributed to an increase in net income before tax expense of $1.0 million and a $0.6 million decrease in the income tax expense.

 

Nine Months Ended September 30, 2018 Compared to Nine Months Ended September 30, 2017

 

Overview

 

Total net revenues after provision for loan losses increased $25.1 million, or 31.6%, from $79.6 million for the nine months ended September 30, 2017 to $104.7 million for the nine months ended September 30, 2018, primarily resulting from a $15.5 million increase in investment banking revenues, a $1.4 million increase in asset management revenues, a $2.1 million increase in principal transaction revenue, a $6.9 million increase in net interest income, and a $2.5 million decrease in loss on repurchase/early retirement of debt, partially offset by a $2.1 million decrease in the gain on sale, payoff, and mark-to-market of loans and a $0.7 million increase in the provision for loan losses.

 

Non-interest revenues increased $16.5 million, or 19.8%, from $83.4 million for the nine months ended September 30, 2017 to $99.9 million in the same period in 2018. This increase was driven by a $15.5 million increase in investment banking revenues, and a $1.4 million increase in asset management revenues, and a $2.1 million increase in principal transaction revenue, partially offset by a $2.1 million decrease in the gain on sale, payoff, and mark-to-market of loans. Of the $15.5 million increase in investment banking revenues, $5.6 million of the increase is related to a gross up of expenses as a result of the Company's adoption of ASC 606. See Note 3 of the Consolidated Financial Statements for additional details on the new revenue standard and accounts affected by adoption. 

 

Net interest income increased $6.9 million, or 137.5%, from $5.0 million for the nine months ended September 30, 2017 to $11.9 million for the nine months ended September 30, 2018.

 

Loss on repurchase, reissuance, or early retirement of debt decreased $2.5 million, or 46.8%, from a loss of $5.3 million for the nine months ended September 30, 2017 to a loss of $2.8 million for the nine months ended September 30, 2018.

 

Provision for loan losses increased $0.7 million from $3.5 million for the nine months ended September 30, 2017 to $4.2 million for the nine months ended September 30, 2018.

 

48

 

 

Total non-interest expenses increased $14.2 million, or 15.3%, from $92.5 million for the nine months ended September 30, 2017 to $106.7 million for the nine months ended September 30, 2018, primarily due to a $7.1 million increase in compensation and benefits, a $1.2 million increase in administration expenses, a $4.5 million increase in managed deal expenses, and a $1.2 million increase in professional fees, partially offset by a $0.5 million decrease in other expenses. Of the $14.2 million increase in expenses, $5.6 million of the increase is related to a gross-up of expenses as a result of the Company's adoption of ASC 606. See Note 3 of the Consolidated Financial Statements for additional details on the new revenue standard and accounts affected by adoption.

 

Net income attributable to non-controlling interest decreased $1.6 million, or 91.9% from net income of $1.7 million for the nine months ended September 30, 2017 to a net income of $0.1 million for the nine months ended September 30, 2018.

 

Net loss attributable to JMP Group LLC decreased $12.5 million, or 86.3%, from $14.5 million for the nine months ended September 30, 2017 to $2.0 million for the nine months ended September 30, 2018. This was primarily attributed to a decrease in net loss before tax expense of $11.0 million and a decrease in net income attributable to non-controlling interest of $1.6 million.

 

Operating Net Income (Non-GAAP Financial Measure)

 

Management uses Operating Net Income as a key, non-GAAP metric when evaluating the performance of JMP Group LLC’s core business strategy and ongoing operations, as management believes that this metric appropriately illustrates the operating results of JMP Group LLC’s core operations and business activities. Operating Net Income is derived from our segment reported results and is the measure of segment profitability on an after-tax basis used by management to evaluate our performance. This non-GAAP measure is presented to enhance investors’ overall understanding of the Company’s current financial performance. Additionally, management believes that Operating Net Income is a useful measure because it allows for a better evaluation of the performance of JMP Group LLC’s ongoing business and facilitates a meaningful comparison of the Company’s results in a given period to those in prior and future periods.

 

However, Operating Net Income should not be considered a substitute for results that are presented in a manner consistent with GAAP. A limitation of the non-GAAP financial measures presented is that, unless otherwise indicated, the adjustments concern gains, losses or expenses that JMP Group LLC generally expects to continue to recognize, and the adjustment of these items should not always be construed as an inference that these gains or expenses are unusual, infrequent or non-recurring. Therefore, management believes that both JMP Group LLC’s GAAP measures of its financial performance and the respective non-GAAP measures should be considered together. Operating Net Income may not be comparable to a similarly titled measure presented by other companies.

 

Operating Net Income is a non-GAAP financial measure that adjusts the Company’s GAAP net income as follows:

 

 

(i)

reverses non-cash share-based compensation expense recognized under GAAP related to equity awards granted in prior periods, as management generally evaluates performance by considering the full expense of equity awards in the period in which they are granted, even if the expense of such compensation will be recognized in future periods under GAAP;

 

 

(ii)

recognizes 100% of the cost of deferred compensation in the period for which such compensation was awarded, instead of recognizing such cost over the vesting period as required under GAAP, in order to match compensation expense with the actual period upon which the compensation was based;

 

 

(iii)

reverses amortization expense related to an intangible asset resulting from the repurchase of a portion of the equity of CLO III;

 

 

(iv)

unrealized gains or losses on commercial real estate investments, adjusted for non-cash expenditures, including depreciation and amortization;

 

 

(v)

reverses net unrealized gains and losses on strategic equity investments and certain warrant positions;

 

 

49

 

 

 

(vi)

excludes general loan loss provisions related to the CLOs;

 

 

(vii)

reverses the one-time transaction costs related to the refinancing of the debt;

 

 

(viii)

one-time expenses associated with the redemption of debt underlying the CLOs, the redemption of other debt, and the resulting acceleration of the amortization of remaining capitalized issuance costs for each; and

 

 

(ix)

assumes a combined federal, state and local income tax rate of 26% for the three and nine months ended September 30, 2018, and 38% for the three and nine months September 30, 2017, at the Company’s taxable direct subsidiary, adjusted for a cap on allowable interest expense deduction due to recent tax reform, while applying a tax rate of 0% to the Company’s other direct subsidiary, which is a “pass-through entity” for tax purposes.

 

Discussed below is our Operating Net Income (Loss) by segment. This information is reflected in a manner utilized by management to assess the financial operations of the Company's various business lines.

   

Three Months Ended September 30, 2018

 

(In thousands)

 

Broker-

   

Asset Management

   

Corporate

    Eliminations    

Total

 
    Dealer    

Asset

Management

Fee Income

   

Investment

Income

   

Total Asset Management

    Costs             Segments  

Revenues

                                                       

Investment banking

  $ 21,095     $ -     $ -     $ -     $ -     $ -     $ 21,095  

Brokerage

    4,676       -       -       -       -       -       4,676  

Asset management related fees

    6       4,878       16       4,894       -       (1,205 )     3,695  

Principal transactions

    -       -       377       377       -       -       377  

Loss on sale, payoff, and mark-to-market of loans

    -       -       (495 )     (495 )     -       -       (495 )

Net dividend income

    -       -       339       339       -       -       339  

Net interest income

    -       -       3,715       3,715       -       -       3,715  

Provision for loan losses

    -       -       (470 )     (470 )     -       -       (470 )

Adjusted net revenues

    25,777       4,878       3,482       8,360       -       (1,205 )     32,932  
                                                         

Non-interest expenses

                                                       

Non-interest expenses

    23,202       4,794       1,535       6,329       2,688       (1,205 )     31,014  
                                                         

Operating pre-tax net income (loss)

    2,575       84       1,947       2,031       (2,688 )     -       1,918  
                                                         

Income tax expense (benefit) (assumed rate of 26% for Operating Platforms)

    670       23       (153 )     (130 )     (363 )     -       177  
                                                         

Operating net income (loss)

  $ 1,905     $ 61     $ 2,100     $ 2,161     $ (2,325 )   $ -     $ 1,741  

 

50

 

 

 

 

   

Three Months Ended September 30, 2017

 

(In thousands)

 

Broker-

   

Asset Management

   

Corporate

   

Eliminations

   

Total

 
    Dealer    

Asset

Management

Fee Income

   

Investment

Income

   

Total Asset

Management

    Costs             Segments  

Revenues

                                                       

Investment banking

  $ 22,085     $ -             $ -     $ -     $ -     $ 22,085  

Brokerage

    4,763       -               -       -       -       4,763  

Asset management related fees

    -       4,798       167       4,965       -       (821 )     4,144  

Principal transactions

    -       -       867       867       -       -       867  

Gain on sale, payoff, and mark-to-market of loans

    -       -       260       260       -       -       260  

Net dividend income

    -       -       278       278       -       -       278  

Net interest income

    -       -       1,145       1,145       -       -       1,145  

Provision for loan losses

    -       -       (593 )     (593 )     -       -       (593 )

Adjusted net revenues

    26,848       4,798       2,124       6,922       -       (821 )     32,949  
                                                         

Non-interest expenses

                                                       

Non-interest expenses

    22,215       4,948       934       5,882       2,772       (821 )     30,048  
                                                         

Operating pre-tax net income (loss)

    4,633       (150 )     1,190       1,040       (2,772 )     -       2,901  
                                                         

Income tax expense (benefit) (assumed rate of 38% for Operating Platforms)

    1,761       (57 )     (467 )     (524 )     (627 )     -       610  
                                                         

Operating net income (loss)

  $ 2,872     $ (93 )   $ 1,657     $ 1,564     $ (2,145 )   $ -     $ 2,291  

 

 

   

Nine Months Ended September 30, 2018

 

(In thousands)

 

Broker-

   

Asset Management

   

Corporate

   

Eliminations

   

Total

 
    Dealer      

Asset

Management

Fee Income

   

Investment

Income

   

Total Asset

Management

    Costs               Segments  

Revenues

                                                       

Investment banking

  $ 70,318     $ -     $ -     $ -     $ -     $ 2     $ 70,320  

Brokerage

    14,787       -       -       -       -       -       14,787  

Asset management related fees

    16       13,439       5,318       18,757       -       (3,354 )     15,419  

Principal transactions

    -       -       498       498       -       -       498  

Loss on sale, payoff, and mark-to-market of loans

    -       -       (859 )     (859 )     -       -       (859 )

Net dividend income

    -       -       1,004       1,004       -       -       1,004  

Net interest income

    -       -       8,769       8,769       -       -       8,769  

Gain on repurchase of asset-backed securities issue

    -       -       (42 )     (42 )     -       -       (42 )

Provision for loan losses

    -       -       (1,400 )     (1,400 )     -       -       (1,400 )

Adjusted net revenues

    85,121       13,439       13,288       26,727       -       (3,352 )     108,496  
                                                         

Non-interest expenses

                                                       

Non-interest expenses

    76,528       14,570       9,096       23,666       7,519       (3,354 )     104,359  
                                                         

Operating pre-tax net income (loss)

    8,593       (1,131 )     4,192       3,061       (7,519 )     2       4,137  
                                                         

Income tax expense (benefit) (assumed rate of 26% for Operating Platforms)

    2,234       (293 )     (289 )     (582 )     (1,009 )     -       643  
                                                         

Operating net income (loss)

  $ 6,359     $ (838 )     4,481     $ 3,643     $ (6,510 )   $ 2     $ 3,494  

 

51

 

 

 

   

Nine Months Ended September 30, 2017

 

(In thousands)

 

Broker-

   

Asset Management

   

Corporate

   

Eliminations

   

Total

 
    Dealer    

Asset

Management

Fee Income

   

Investment

Income

   

Total Asset

Management

    Costs               Segments    

Revenues

                                                       

Investment banking

  $ 54,813     $ -     $ -     $ -     $ -     $ -     $ 54,813  

Brokerage

    15,127       -       -       -       -       -       15,127  

Asset management related fees

    4       14,965       1,827       16,792       -       (2,584 )     14,212  

Principal transactions

    -       -       3,200       3,200       -       -       3,200  

Gain (loss) on sale, payoff, and mark-to-market of loans

    -       -       1,143       1,143       -       -       1,143  

Net dividend income

    -       -       819       819       -       -       819  

Net interest income

    -       -       2,100       2,100       -       -       2,100  

Gain on repurchase of asset-backed securities issued

    -       -       210       210       -       -       210  

Provision for loan losses

    -       -       (2,415 )     (2,415 )     -       -       (2,415 )

Adjusted net revenues

    69,944       14,965       6,884       21,849       -       (2,584 )     89,209  
                                                         

Non-interest expenses

                                                       

Non-interest expenses

    63,234       15,346       5,709       21,055       6,915       (2,584 )     88,620  
                                                         

Operating pre-tax net income (loss)

    6,710       (381 )     1,175       794       (6,915 )     -       589  
                                                         

Income tax expense (benefit) (assumed rate of 38% for Operating Platforms)

    2,551       (145 )     (1,272 )     (1,417 )     (1,312 )     -       (178 )
                                                         

Operating net income (loss)

  $ 4,159     $ (236 )   $ 2,447     $ 2,211     $ (5,603 )   $ -     $ 767  
                                                         


 

The following table reconciles operating net income to Total Segments operating pre-tax net income, and also to consolidated pre-tax net income (loss) attributable to JMP Group LLC and to consolidated net income (loss) attributable to JMP Group LLC for the three months and nine months ended September 30, 2018 and 2017.

 

(In thousands)

 

Three Months Ended September 30,

 
   

2018

   

2017

 
Operating net income   $ 1,741     $ 2,291  
Addback of Segment Income tax expense     177       610  
Total Segments adjusted operating pre-tax net income   $ 1,918     $ 2,901  

Subtract / (Add back)

               

Share-based awards and deferred compensation

    76       696  
General loan loss provision (reversal) - CLOs, CLO warehouse     855       (136 )

Early debt retirement/reissuance

    170       -  

Restructuring costs - CLOs

    -       14  

Amortization of intangible asset - CLO III

    69       69  
Unrealized gain - real estate-related depreciation and amortization     260       2,571  
Unrealized mark-to-market gain - strategic equity investments     (327 )     (191 )
Total consolidation adjustments and reconciling Items     1,103       3,023  
Consolidated pre-tax net income (loss) attributable to JMP Group LLC   $ 815     $ (122 )
                 
Income tax expense     527       1,113  
Consolidated net income (loss) attributable to JMP Group LLC   $ 288     $ (1,235 )
                 

 

52

 

 

(In thousands)

 

Nine Months Ended September 30,

 
   

2018

   

2017

 
Operating net income   $ 3,494     $ 767  
Addback of Segment Income tax expense (benefit)     643       (178 )
Total Segments adjusted operating pre-tax net income   $ 4,137     $ 589  

Subtract

               
Share-based awards and deferred compensation     289       1,863  
General loan loss provision (reversal) - CLOs, CLO warehouse     2,348       697  
Early debt retirement/reissuance     1,488       5,432  

Restructuring costs - CLOs

    54       300  
Amortization of intangible asset - CLO III     207       207  
Unrealized gain - real estate-related depreciation and amortization     1,864       6,472  
Unrealized mark-to-market gain - strategic equity investments     16       297  
Total Consolidation Adjustments and Reconciling Items     6,266       15,268  
Consolidated pre-tax net loss attributable to JMP Group LLC   $ (2,129 )   $ (14,679 )
                 
Income tax benefit     (146 )     (169 )
Consolidated Net Loss attributable to JMP Group LLC   $ (1,983 )   $ (14,510 )
                 

 

Three Months Ended September 30, 2018 Compared to Three Months Ended September 30, 2017

 

Revenues

 

Investment Banking

 

Investment banking revenues, earned in our Broker-Dealer segment, decreased $1.0 million, or 4.5%, from $22.1 million for the quarter ended September 30, 2017 to $21.1 million for the same period in 2018. As a percentage of total net revenues after provision for loan losses, investment banking revenues decreased from 69.0% for the quarter ended September 30, 2017 to 63.4% for the quarter ended September 30, 2018. On an operating basis, investment banking revenues were 64.1% and 67.0% for the quarters ended September 30, 2018 and 2017, respectively, as a percentage of adjusted net revenues.

 

(Dollars in thousands)

 

Three Months Ended September 30,

   

Change from 2017 to 2018

 
   

2018

   

2017

                         
   

Count

   

Revenues

   

Count

   

Revenues

   

Count

   

$

   

%

 

Equity and debt origination

    21     $ 11,366       22     $ 15,639       (1 )   $ (4,273 )     -27.3 %

Advisory

    4       9,729       6       6,446       (2 )     3,283       50.9 %

Total transactions

    25     $ 21,095       28     $ 22,085       (3 )   $ (990 )     -4.5 %

 

The decrease in revenues was primarily driven by a 7.0% increase in the average size of the fee paid per transaction and a 10.7% decrease in the number of transactions completed.  In addition, of the total investment banking revenue earned during the three months ended September 30, 2018, $0.9 million is related to a gross up of expenses as a result of the Company's adoption of ASC 606. See Note 3 to the Consolidated Financial Statements for additional details on the new revenue standard and accounts affected by adoption. The number of transactions in which we acted as a bookrunning manager was one and six for the three months ended September 30, 2018 and 2017, respectively.

 

Brokerage Revenues

 

Brokerage revenues earned in our Broker-Dealer segment were $4.7 million and $4.8 million for the quarters ended September 30, 2018 and 2017, respectively. Brokerage revenues decreased as a percentage of total net revenues after provision for loan losses, from 14.9% for the quarter ended September 30, 2017 to 14.1% for the quarter ended September 30, 2018. On an operating basis, brokerage revenues were 14.2% and 14.5% for the quarters ended September 30, 2018 and 2017, respectively, as a percentage of adjusted net revenues.

 

53

 

 

Asset Management Fees

 

                 

(In thousands)

 

Three Months Ended September 30,

 
   

2018

   

2017

 

Base management fees:

               
Fees reported as asset management fees   $ 3,199     $ 3,941  
Less: Non-controlling interest     (123 )     (152 )
Total base management fees     3,076       3,789  
                 

Incentive fees:

               
Less: Non-controlling interest     503       73  
Less: Non-controlling interest     (149 )     -  
Total incentive fees     354       73  
                 

Other fee income:

               
Fundraising and other income:     306       282  
Less: Non-controlling interest     (41 )     -  
Total other fee income     265       282  
                 

Asset management related fees:

               
Fees reported as asset management fees     3,702       4,014  
Fees reported as other income     306       282  
Less: Non-controlling interest     (313 )     (152 )
Total Segment asset management related fee revenues   $ 3,695     $ 4,144  

 

Fees reported as asset management fees were $3.7 million and $4.0 million for the quarters ended September 30, 2018 and 2017, respectively. As a percentage of total net revenues after provision for loan losses, asset management revenues decreased from 12.5% for the quarter ended September 30, 2017 to 11.1% for the quarter ended September 30, 2018. Fees reported as other income were $0.3 million for both the quarters ended September 30, 2018 and 2017. As a percentage of total net revenues after provision for loan losses, other income was 0.9% for both of the quarters ended September 30, 2018 and 2017.

 

Total segment asset management-related fees include base management fees and incentive fees from our funds, HCC, and CLOs under management, as well as other income from fee-sharing arrangements with, and fees earned to raise capital for, third-party or equity-method investment partnerships or funds. Total segment asset management-related fee revenues are reconciled to the GAAP measure, total asset management fee revenues, in the table above. We believe that presenting operating asset management-related fees is useful to investors as a means of assessing the performance of our combined asset management activities, including fundraising and other services for third parties. We believe that segment asset management-related fee revenues provides useful information by indicating the relative contributions of base management fees and performance-related incentive fees, thus facilitating a comparison of those fees in a given period to those in prior and future periods. We also believe that asset management-related fee revenue is a more meaningful measure than standalone asset management fees as reported, because asset management-related fee revenues represent the combined impact of the various asset management activities on the Company’s total net revenues.

 

Total segment asset management related fee revenue decreased $0.4 million, from $4.1 million for the quarter ended September 30, 2017 to $3.7 million for the quarter ended September 30, 2018. Total base management fees were $3.1 million and $3.8 million for the quarters ended September 30, 2018 and 2017, respectively. Total incentive fees increased $0.3 million, from a $0.1 million for the quarter ended September 30, 2017 to $0.4 million for the same period in 2018. On an operating basis, asset management related fee revenues were 11.2% and 12.6% for the quarters ended September 30, 2018 and 2017, respectively, as a percentage of adjusted net revenues.

 

54

 

 

Principal Transactions

 

Principal transaction revenues increased $1.9 million, from a loss of $1.4 million for the quarter ended September 30, 2017 to a gain of $0.5 million for the same period in 2018. As a percentage of total net revenues after provision for loan losses, principal transaction revenues were negative 4.3% for the quarter ended September 30, 2017 and a positive 1.4% for the quarter ended September 30, 2018.

 

Total segment principal transaction revenues decreased $0.5 million, from a gain of $0.9 million for the quarter ended September 30, 2017 to a gain of $0.4 million for the same period in 2018. Total segment principal transaction revenues are a non-GAAP financial measure that aggregates our segment reported principal transaction revenues across each segment. The principal transaction revenues for both 2018 and 2017 were reported in our Investment Income segment. Total segment principal transaction revenues are reconciled to the GAAP measure, total principal transaction revenues, in the table below.

 

   

Three Months Ended September 30,

 

(In thousands)

 

2018

   

2017

 
                 

Equity and other securities excluding non-controlling interest

  $ 292     $ 293  

Warrants and other investments

    83       438  

Investment partnerships

    2       136  

Total segment principal transaction revenues

    377       867  

Operating adjustment addbacks

    92       (2,259 )

Total principal transactions revenues

  $ 469     $ (1,392 )
                 

 

On a GAAP basis, the increase in principal transaction revenues is primarily attributed to the cessation of recording equity-method losses in an investment whose carrying value has been reduced to zero on the balance sheet, partially offset by decreases in net income earned on hedge fund investments. On an operating basis, as a percentage of total adjusted net revenues, principal transaction revenues decreased from 2.6% for the quarter ended September 30, 2017 to 1.1% for the quarter ended September 30, 2018.

 

Gain and Loss on Sale and Payoff of Loans

 

Gain on sale and payoff of loans decreased from a gain of $0.3 million for the quarter ended September 30, 2017 to a loss of $0.6 million for the quarter ended September 30, 2018. Gain and loss on sale and payoff of loans was incurred in our Investment Income segment. On a segment basis, gain on sale and payoff of loans decreased from a gain of $0.3 million for the quarter ended September 30, 2017 to a loss of $0.5 million for the quarter ended September 30, 2018.

 

Net Dividend Income

 

Net dividend income was $0.3 million for the both the quarters ended September 30, 2018 and 2017. Net dividend income primarily related to dividends from our HCC investment.

 

55

 

 

Net Interest Income/Expense

 

                 

(In thousands)

 

Three Months Ended September 30,

 
   

2018

   

2017

 

CLO II loan contractual interest income

  $ -     $ 29  

CLO II ABS issued contractual interest expense

    -       -  

Net CLO II contractual interest

    -       29  
                 

CLO III loan contractual interest income

  $ 5,553     $ 4,743  

CLO III ABS issued contractual interest expense

    (3,343 )     (2,975 )

Net CLO III contractual interest

    2,210       1,768  
                 

CLO IV loan contractual interest income

  $ 6,939     $ 5,861  

CLO IV ABS issued contractual interest expense

    (4,943 )     (3,876 )

Net CLO IV contractual interest

    1,996       1,985  
                 

CLO V loan contractual interest income

  $ 5,780     $ 33  

CLO V warehouse/ABS issued contractual interest expense

    (3,816 )     (7 )

Net CLO V contractual interest

    1,964       26  
                 

Bond Payable interest expense

  $ (1,792 )   $ (1,900 )
                 

Less: Non-controlling interest in CLOs

    (1,148 )     (944 )

Other interest income

    485       181  

Total Segment net interest income

  $ 3,715     $ 1,145  

Non-controlling interest in CLOs

    1,148       944  

Total net interest income

  $ 4,863     $ 2,089  

 

Net interest income increased $2.8 million from $2.1 million for the quarter ended September 30, 2017 to $4.9 million for the quarter ended September 30, 2018. The increase was driven primarily by the increased net asset balance at CLO V, which was in the warehouse phase in 2017 and securitized in July 2018. As a percentage of total net revenues after provision for loan losses, net interest income was 6.5% for the quarter ended September 30, 2017 and 14.6% for the quarter ended September 30, 2018.

Total segment net interest income increased from $1.1 million for the quarter ended September 30, 2017 to $3.7 million for the quarter ended September 30, 2018. Net interest income is reported in our Investment Income segment and reflects our portion of the net CLO contractual interest. Total segment net interest income is reconciled to the GAAP measure, total net interest expense, in the table above. As a percentage of total adjusted net revenues, net interest income was 11.3% and 3.5% for the quarters ended September 30, 2018 and 2017, respectively.

The following table sets forth contractual interest income and expense related to CLO loans and ABS issued and their weighted average contractual interest rates:

 

(In thousands)

 

Three Months Ended September 30, 2018

 
   

Interest Income

(Expense)

   

Average CLO

Loan (CLO ABS

Issued) Balance

   

Weighted

Average

Contractual

Interest Rate

   

Weighted

Average

LIBOR

   

Spread to

Weighted

Average

LIBOR

 

CLO III loan contractual interest income

  $ 5,553       352,740       5.87 %     2.34 %     3.53 %

CLO III ABS issued contractual interest expense

    (3,343 )     (332,100 )     3.74 %     2.39 %     1.35 %

CLO IV loan contractual interest income

    6,939       443,247       5.88 %     2.34 %     3.54 %

CLO IV ABS issued contractual interest expense

    (4,943 )     (422,017 )     4.45 %     2.39 %     2.06 %

CLO V loan contractual interest income

    5,780       368,143       5.81 %     2.33 %     3.48 %

CLO V warehouse/ABS issued contractual interest expense

    (3,816 )     (358,255 )     4.02 %     2.27 %     1.75 %

Net CLO contractual interest

  $ 6,170     $ N/A       N/A       N/A       N/A  

 

56

 

 

(In thousands)

 

Three Months Ended September 30, 2017

 
   

Interest Income

(Expense)

   

Average CLO

Loan (CLO ABS

Issued) Balance

   

Weighted

Average

Contractual

Interest Rate

   

Weighted

Average

LIBOR

   

Spread to

Weighted

Average

LIBOR

 
CLO II loan contractual interest income   $ 29       2,435       4.10 %     0.00 %     4.10 %
CLO III loan contractual interest income     4,743       349,038       5.07 %     1.28 %     3.79 %
CLO III ABS issued contractual interest expense     (2,975 )     (332,100 )     3.18 %     1.28 %     1.90 %
CLO IV loan contractual interest income     5,861       435,724       5.02 %     1.33 %     3.70 %

CLO IV ABS issued contractual interest expense

    (3,876 )     (424,718 )     3.40 %     1.33 %     2.08 %
CLO V loan contractual interest income     33       2,424       4.88 %     1.24 %     3.64 %
CLO V warehouse issued contractual interest expense     (7 )     (3,960 )     2.61 %     1.24 %     1.38 %

Net CLO contractual interest

  $ 3,782     $ N/A       N/A       N/A       N/A  

 

Loss on Repurchase, Reissuance, or Early Retirement of Debt

 

Loss on repurchase, reissuance, or early retirement of debt increased from zero for the quarter ended September 30, 2017 to $0.2 million for the quarter ended September 30, 2018. The increase was related to the Company's early redemption of $10.0 million of the 8% Senior Notes. As a percentage of adjusted net revenues after provision for loan losses, the loss on repurchase/early retirement was 0.5% and zero for the quarters ended September 30, 2018 and 2017, respectively. 

 

Provision for Loan Losses

 

                 

(in thousands)

 

Three Months Ended September 30,

 
   

2018

   

2017

 

CLO related reversal (provision)

  $ (1,306 )   $ 229  

Non-CLO related provision

    (148 )     (597 )
Provision for Loan Losses   $ (1,454 )   $ (368 )

Less: General reserves related to CLO II, CLO III, CLO IV, CLO V, CLO V warehouse, and non-controlling interest

    984       (225 )

Segment provision for loan losses

  $ (470 )   $ (593 )

 

Provision for loan losses increased $1.1 million, from a provision of $0.4 million for the quarter ended September 30, 2017 to a provision of $1.5 million for the same period in 2018. As a percent of net revenues after provision for loan losses, the provision for loan losses was negative 4.4% and 1.1% for the quarters ended September 30, 2018 and 2017, respectively.

 

Total segment provision for loan losses decreased from $0.6 million for the quarter ended September 30, 2017 to $0.5 million for the quarter ended September 30, 2018. Total segment provision for loan losses is a non-GAAP financial measure that aggregates our segment reported provision for loan losses across each segment. Our total segment provision for loan losses in 2018 and 2017 was solely recognized in our Investment Income segment. As a percent of total adjusted net revenues, segment provision for loan losses was negative 4.4% and negative 1.8% for the quarters ended September 30, 2018 and 2017, respectively.

 

Expenses

 

Non-Interest Expenses

 

Compensation and Benefits

 

Compensation and benefits, which includes employee payroll, taxes and benefits, performance-based cash bonus and commissions, as well as equity-based compensation to our employees and managing directors, decreased $1.9 million, or 7.7%, from $24.6 million for the quarter ended September 30, 2017 to $22.7 million for the quarter ended September 30, 2018.

 

Employee payroll, taxes and benefits, and consultant fees were $10.4 million and $11.1 million for the quarters ended September 30, 2018 and 2017, respectively. Performance-based bonus and commission decreased $0.9 million from $12.4 million for the quarter ended September 30, 2017 to $11.5 million for the quarter ended September 30, 2018.

 

Equity-based compensation was $0.5 million and $0.9 million for the quarters ended September 30, 2018 and 2017, respectively.

 

Compensation and benefits as a percentage of total net revenues after provision for loan losses decreased from 76.7% for the quarter ended September 30, 2017 to 68.2% for the quarter ended September 30, 2018.

 

Our segment reported compensation and benefits recognizes 100% of the cost of deferred compensation, including non-cash share-based compensation expense, in the period for which such compensation was awarded, instead of recognizing such cost over the vesting period as required under GAAP, in order to match compensation expense with the actual period upon which the compensation was based. The segment reported compensation and benefits decreased $1.2 million from $23.5 million for the quarter ended September 30, 2017 to $22.3 million for the quarter ended September 30, 2018. As a percent of total adjusted net revenues, compensation and benefits were 67.7% and 71.3% for the quarters ended September 30, 2018 and 2017, respectively.

 

57

 

 

Administration

 

Administration expense was $2.3 million for the quarter ended September 30, 2018 and $1.5 million for the quarter ended September 30, 2017. As a percentage of total net revenues after provision for loan losses, administration expense increased from 4.6% for the quarter ended September 30, 2017 to 6.9% for the same period in 2018.

 

Brokerage, Clearing and Exchange Fees

 

Brokerage, clearing and exchange fees was $0.7 million for the quarter ended September 30, 2017 and $0.8 million for the same period in 2018. As a percentage of total net revenues after provision for loan losses, our brokerage, clearing and exchange fees increased from 2.3% for the quarter ended September 30, 2017 to 2.4% for the same period in 2018.

 

Travel and Business Development

 

Travel and business development expenses increased $0.4 million, from $0.7 million for the quarter ended September 30, 2017 to $1.1 million for the quarter ended September 30, 2018. As a percentage of total net revenues after provision for loan losses, travel and business development expense was 3.2% and 2.2% and for the quarters ended September 30, 2018 and 2017, respectively.

 

Managed deal expenses

 

Managed deal expenses were $0.6 million and zero for the quarters ended September 30, 2018 and 2017, respectively. As a percentage of total net revenues after provision for loan losses, managed deal expenses increased from zero percent for the quarter ended September 30, 2017 to 1.8% for the same period in 2018. The increase is related to a gross up of expenses as a result of the Company's adoption of ASC 606. See Note 3 to the Consolidated Financial Statements for additional details on the new revenue standard and accounts affected by adoption. 

 

Communications and Technology

 

Communications and technology expenses were $1.0 million for both the quarters ended September 30, 2018 and 2017. As a percentage of total net revenues after provision for loan losses, communications and technology expense decreased from 3.3% for the quarter ended September 30, 2017 to 3.1% for the same period in 2018.

 

Occupancy

 

Occupancy expenses were $1.1 million for the quarter ended September 30, 2017 and $1.2 million for the quarter ended September 30, 2018. As a percentage of total net revenues after provision for loan losses, occupancy expenses were 3.5% for both the quarter ended September 30, 2018 and 2017.

 

Professional Fees

 

Professional fees were $1.3 million and $1.1 million for the quarters ended September 30, 2018 and 2017, respectively. As a percentage of total net revenues after provision for loan losses, professional fees increased from 3.4% for the quarter ended September 30, 2017 to 3.8% for the same period in 2018.

 

Depreciation

 

Depreciation expenses were $0.3 million for both of the quarters ended September 30, 2018 and 2017. As a percentage of total net revenues after provision for loan losses, depreciation was 0.9% for both the quarters ended September 30, 2018 and 2017.

 

Other Expenses

 

Other expenses were $0.4 million for both the quarters ended September 30, 2018 and 2017. As a percentage of total net revenues after provision for loan losses, other expenses was 1.1% for both the quarter ended September 30, 2018 and 2017.

 

Net Income Attributable to Non-controlling Interest

 

Net income attributable to non-controlling interest was $0.8 million for both the quarters ended September 30, 2018 and 2017. Non-controlling interest for the quarter ended September 30, 2017 includes the interest of third parties in CLO III and HCAP Advisors. Non-controlling interest for the quarter ended September 30, 2018 includes the interest of third parties in CLO III, HCAP Advisors, and HCS Strategic Investments LLC. 

 

Provision for Income Taxes

 

Income tax expense was $0.5 million for the quarter ended September 30, 2018, while an income tax expense of $1.1 million was recorded for the quarter ended September 30, 2017. For the purposes of calculating operating net income, a combined federal and state tax rate of 26% is assumed for our taxable direct subsidiaries, adjusted for a cap on allowable interest expense deduction due to recent tax reform, while a rate of 0% is applied to our direct subsidiary, which is a “pass-through entity” for tax purposes.

 

Segment income tax was an expense of $0.2 million and $0.6 million for the quarters ended September 30, 2018 and 2017, respectively.

 

The decrease was mainly due to a lower projected effective tax rate for the current year then the prior year.

 

U.S. federal corporate income tax reform included a broad range of proposals affecting businesses, including corporate tax rates, business deductions and international tax provisions. The reduction in the federal corporate tax rate required a revaluation of our deferred tax assets at the corporate entity level. International tax provisions, including a shift to a territorial system, did not impact JMP Group LLC’s investment in foreign corporations, as the Company has historically included accumulated earnings and profits from controlled foreign corporations.

 

58

 

 

Nine Months Ended September 30, 2018 Compared to Nine Months Ended September 30, 2017

 

Revenues

 

Investment Banking

 

Investment banking revenues, included in our Broker-Dealer segment, increased $15.5 million, or 28.3%, from $54.8 million for the nine months ended September 30, 2017 to $70.3 million for the same period in 2018. As a percentage of total net revenues after provision for loan losses, investment banking revenues were 67.1% and 68.9% for the nine months ended September 30, 2018 and 2017, respectively. On an operating basis, investment banking revenues were 64.8% and 61.4% for the nine months ended September 30, 2018 and 2017, respectively, as a percentage of adjusted net revenues.

 

(Dollars in thousands)

 

Nine Months Ended September 30,

   

Change from 2017 to 2018

 
   

2018

   

2017

                         
   

Count

   

Revenues

   

Count

   

Revenues

   

Count

    $    

%

 

Equity and debt origination

    73     $ 47,276       82     $ 40,493       (9 )   $ 6,784       16.8 %

Advisory

    17       23,042       14       14,321       3       8,722       60.9 %

Total transactions

    90     $ 70,319       96     $ 54,813       (6 )   $ 15,505       28.3 %

 

The increase in revenues was driven primarily by a 36.8% increase in the average size of the fee paid per transaction, partially offset by a 6.3% decrease in the number of transactions completed. In addition, $5.6 million of the increase is related to a gross up of expenses as a result of the Company's adoption of ASC 606. See Note 3 to the Consolidated Financial Statements for additional details on the new revenue standard and accounts affected by adoption. The number of transactions in which we acted as a bookrunning manager decreased from eighteen to twelve for the nine months ended September 30, 2017 and 2018, respectively.

 

Brokerage Revenues

 

Brokerage revenues earned in our Broker-Dealer segment were $14.8 million and $15.1 million for the nine months ended September 30, 2018 and 2017, respectively. Brokerage revenues decreased as a percentage of total net revenues after provision for loan losses, from 19.0% for the nine months ended September 30, 2017 to 14.1% for the nine months ended September 30, 2018. On an operating basis, brokerage revenues were 13.6% and 17.0% for the nine months ended September 30, 2018 and 2017, respectively, as a percentage of adjusted net revenues.

 

Asset Management Fees

 

(In thousands)

 

Nine Months Ended September 30,

 
   

2018

   

2017

 

Base management fees:

               
Fees reported as asset management fees   $ 9,524     $ 12,085  
Less: Non-controlling interest     (483 )     (659 )
Total base management fees     9,041       11,426  
                 

Incentive fees:

               
Fees reported as asset management fees   $ 5,981     $ 1,993  
Less: Non-controlling interest     (149 )     (128 )
Total incentive fees     5,832       1,865  
                 

Other fee income:

               
Fundraising and other income:   $ 666     $ 921  
Less: Non-controlling interest     (120 )     -  
Total other fee income     546       921  
                 

Asset management related fees:

               
Fees reported as asset management fees   $ 15,505     $ 14,078  
Fees reported as other income     666       921  
Less: Non-controlling interest     (752 )     (787 )
Total Segment asset management related fee revenues   $ 15,419     $ 14,212  

 

Fees reported as asset management fees were $15.5 million and $14.1 million for the nine months ended September 30, 2018 and 2017, respectively. As a percentage of total net revenues after provision for loan losses, asset management revenues decreased from 17.7% for the nine months ended September 30, 2017 to 14.8% for the nine months ended September 30, 2018. Fees reported as other income were $0.7 million and $0.9 million for the nine months ended September 30, 2018 and 2017, respectively. As a percentage of total net revenues after provision for loan losses, other income was 1.2% and 0.6% for the nine months ended September 30, 2017 and for the nine months ended September 30, 2018.

 

Total segment asset management-related fees include base management fees and incentive fees from our funds, HCC ,and CLOs under management, as well as other income from fee-sharing arrangements with, and fees earned to raise capital for, third-party or equity-method investment partnerships or funds. Total segment asset management-related fee revenues are reconciled to the GAAP measure, total asset management fee revenues, in the table above. We believe that presenting operating asset management-related fees is useful to investors as a means of assessing the performance of our combined asset management activities, including fundraising and other services for third parties. We believe that segment asset management-related fee revenues provides useful information by indicating the relative contributions of base management fees and performance-related incentive fees, thus facilitating a comparison of those fees in a given period to those in prior and future periods. We also believe that asset management-related fee revenue is a more meaningful measure than standalone asset management fees as reported, because asset management-related fee revenues represent the combined impact of the various asset management activities on the Company’s total net revenues.

 

59

 

 

Total segment asset management related fee revenue increased $1.2 million, from $14.2 million for the nine months ended September 30, 2017 to $15.4 million for the nine months ended September 30, 2018. Total base management fees were $9.0 million and $11.4 million for the nine months ended September 30, 2018 and 2017, respectively. Total incentive fees increased $3.9 million, from a $1.9 million for the nine months ended September 30, 2017 to $5.8 million for the same period in 2018. On an operating basis, asset management related fee revenues were 14.2% and 15.9% for the nine months ended September 30, 2018 and 2017, respectively, as a percentage of adjusted net revenues.

 

Principal Transactions

 

Principal transaction revenues increased $2.1 million, from a loss of $3.6 million for the nine months ended September 30, 2017 to a loss of $1.5 million for the same period in 2018. As a percentage of total net revenues after provision for loan losses, principal transaction revenues were negative 4.5% for the nine months ended September 30, 2017 and a negative 1.4% for the nine months ended September 30, 2018.

 

Total segment principal transaction revenues decreased $2.7 million, from a gain of $3.2 million for the nine months ended September 30, 2017 to a gain of $0.5 million for the same period in 2018. Total segment principal transaction revenues are a non-GAAP financial measure that aggregates our segment reported principal transaction revenues across each segment. The principal transaction revenues for both 2018 and 2017 were reported in our Investment Income segment. Total segment principal transaction revenues are reconciled to the GAAP measure, total principal transaction revenues, in the table below.

 

 

(In thousands)   Nine Months Ended September 30,
 
    2018     2017    
                   
Equity and other securities excluding non-controlling interest   $ (537 )   $ 770    
Warrants and other investments     815       1,290    
Investment partnerships     220       1,140    
Total segment principal transaction revenues     498       3,200    
Operating adjustment addbacks     (1,965 )     (6,808 )  
Total principal transactions revenues   $ (1,467 )   $ (3,608 )  
                   

 

On a GAAP basis, the increase in income from principal transaction revenues is the result of the cessation of recording equity-method losses investment due to a reduction of the carrying balance of the investment to zero on the balance sheet, partially offset by decreases in net income earned on hedge funds. On an operating basis, as a percentage of total net revenues after provision for loan losses, principal transaction revenues decreased from 3.6% for the nine months ended September 30, 2017 to 0.5% for the nine months ended September 30, 2018.

 

Gain (Loss) on Sale and Payoff of Loans

 

Gain on sale and payoff of loans decreased from a gain of $1.2 million for the nine months ended September 30, 2017 to a loss of $0.9 million for the nine months ended September 30, 2018. Gain and loss on sale and payoff of loans was incurred in our Investment Income segment. On a segment basis, gain on sale and payoff of loans decreased from a gain of $1.1 million for the nine months ended September 30, 2017 to a $0.9 million loss for the nine months ended September 30, 2018.

 

Net Dividend Income

 

Net dividend income was $0.8 million for the nine months ended September 30, 2017 and $0.9 million for the same period of 2018. Net dividend income primarily related to dividends from our HCC investment.

 

60

 

 

Net Interest Income/Expense

 

 

(In thousands)  
 
 
Nine Months Ended September 30,
 
 
 
   
 
 
2018
 
 
 
 
  2017  
CLO I loan contractual interest income   $ -     $ 480  
CLO I ABS issued contractual interest expense     -       (691 )
Net CLO I contractual interest     -       (211 )
                 
CLO II loan contractual interest income   $ -     $ 6,474  
CLO II ABS issued contractual interest expense     -       (4,807 )
Net CLO II contractual interest     -       1,667  
                 
CLO III loan contractual interest income   $ 15,885     $ 14,147  
CLO III ABS issued contractual interest expense     (9,680 )     (8,687 )
Net CLO III contractual interest     6,205       5,460  
                 
CLO IV loan contractual interest income   $ 19,691     $ 8,035  
CLO IV ABS issued contractual interest expense     (13,879 )     (4,697 )
Net CLO IV contractual interest     5,812       3,338  
                 
CLO V loan contractual interest income   $ 10,475     $ 33  
CLO V warehouse/ABS issued contractual interest expense     (6,148 )     (7 )
Net CLO V contractual interest     4,327       26  
                 
Bond Payable interest expense     (5,630 )     (5,701 )
                 
Less: Non-controlling interest in CLOs     (3,137 )     (2,914 )
                 
Other interest income     1,192       435  
                 
Total Segment net interest income   $ 8,769     $ 2,100  
                 
Non-controlling interest in CLOs     3,137       2,914  
                 
Total net interest income   $ 11,906     $ 5,014  
                 

 

Net interest income increased $6.9 million from $5.0 million for the nine months ended September 30, 2017 to $11.9 million for the nine months ended September 30, 2018. The increase was driven primarily by the increased net asset balance at CLO IV and CLO V, leading to an increase in net interest income of $2.5 million and $4.3 million, respectively. CLO IV was securitized in June 2017 and CLO V was securitized in July 2018. The increase in net interest income from CLO IV and CLO V was partially offset by the loss of $1.7 million in net interest earned from CLO II, which was liquidated in the second quarter of 2017. As a percentage of total net revenues after provision for loan losses, net interest income was 6.3% for the nine months ended September 30, 2017 and 11.4% for the nine months ended September 30, 2018.

Total segment net interest income increased from $2.1 million for the nine months ended September 30, 2017 to $8.8 million for the nine months ended September 30, 2018. Net interest income is reported in our Investment Income segment and reflects our portion of the net CLO contractual interest. Total segment net interest income is reconciled to the GAAP measure, total net interest expense, in the table above. As a percentage of adjusted net revenues, net interest income was 8.1% and 2.4% for the nine months ended September 30, 2018 and 2017, respectively.

The following table sets forth contractual interest income and expense related to CLO loans and ABS issued and their weighted average contractual interest rates:

 

(In thousands)

 

Nine Months Ended September 30, 2018

 
   

Interest Income

(Expense)

   

Average CLO

Loan (CLO ABS

Issued) Balance

   

Weighted

Average

Contractual

Interest Rate

   

Weighted

Average

LIBOR

   

Spread to

Weighted

Average

LIBOR

 

CLO III loan contractual interest income

  $ 15,885       351,788       5.69 %     2.08 %     3.61 %

CLO III ABS issued contractual interest expense

    (9,680 )     (332,100 )     3.56 %     2.11 %     1.44 %

CLO IV loan contractual interest income

    19,691       438,583       5.69 %     2.08 %     3.61 %

CLO IV ABS issued contractual interest expense

    (13,879 )     (422,847 )     4.18 %     2.12 %     2.07 %

CLO V loan contractual interest income

    10,475       231,550       5.66 %     2.33 %     3.32 %

CLO V warehouse/ABS issued contractual interest expense

    (6,148 )     (209,618 )     3.58 %     2.08 %     1.50 %

Net CLO contractual interest

  $ 16,344     $ N/A       N/A       N/A       N/A  

 

61

 

 

(In thousands)

 

Nine Months Ended September 30, 2017

 
   

Interest Income (Expense)

   

Average CLO

Loan (CLO ABS

Issued) Balance

   

Weighted

Average

Contractual

Interest Rate

   

Weighted

Average

LIBOR

   

Spread to

Weighted

Average

LIBOR

 

CLO I loan contractual interest income

  $ 480     $ 6,975       4.10 %     0.39 %     3.71 %

CLO I ABS issued contractual interest expense

    (691 )     (85,500 )     1.03 %     0.39 %     0.64 %

CLO II loan contractual interest income

    6,474       162,643       4.96 %     0.00 %     4.96 %

CLO II ABS issued contractual interest expense

    (4,807 )     (256,749 )     2.98 %     1.07 %     1.91 %

CLO III loan contractual interest income

    14,147       354,518       5.01 %     1.14 %     3.87 %

CLO III loan contractual interest income

    (8,687 )     (332,100 )     3.13 %     1.14 %     1.99 %

CLO IV loan contractual interest income

    8,035       195,459       4.96 %     1.33 %     3.64 %

CLO IV ABS issued contractual interest expense

    (4,697 )     (320,946 )     3.05 %     1.22 %     1.83 %

CLO V loan contractual interest income

    33       817       4.88 %     1.24 %     3.64 %

CLO V warehouse issued contractual interest expense

    (7 )     (3,960 )     2.61 %     1.24 %     1.38 %

Net CLO contractual interest

  $ 10,254     $ N/A       N/A       N/A       N/A  

 

Loss on Repurchase, Reissuance, or Early Retirement of Debt

 

Loss on repurchase, reissuance, or early retirement of debt decreased from $5.3 million for the nine months ended September 30, 2017, to $2.8 million for the same period in 2018. The decrease in the loss is related to the liquidation of CLO II during the nine months ended September 30, 2017, partially offset by the refinancing of CLO III during the nine months ended September 30, 018.

 

Provision for Loan Losses

 

                 

(in thousands)

 

Nine Months Ended September 30,

 
   

2018

   

2017

 
CLO related provision   $ (3,861 )   $ (2,159 )
Non-CLO related provision     (338 )     (1,329 )
Provision for Loan Losses     (4,199 )     (3,488 )
                 
Less: General reserves related to CLO II, CLO III, CLO IV, CLO V, CLO V warehouse, and non-controlling interest     2,799       1,073  
Segment provision for loan losses   $ (1,400 )   $ (2,415 )

 

Provision for loan losses increased $0.7 million, from a provision of $3.5 million for the nine months ended September 30, 2017 to a provision of $4.2million for the same period in 2018. The increase in the provision for loan losses is attributable to the larger average CLO loan balance outstanding for the nine months ended September 30, 2018 than September 30, 2017. As a percent of net revenues after provision for loan losses, the provision for loan losses was negative 4.0% and negative 4.4% for the nine months ended September 30, 2018 and 2017, respectively.

 

Total segment provision for loan losses decreased from a provision of $2.4 million for the nine months ended September 30, 2017 to a provision of $1.4 million for the nine months ended September 30, 2018. Total segment provision for loan losses is a non-GAAP financial measure that aggregates our segment reported provision for loan losses across each segment. Our total segment provision for loan losses in 2018 and 2017 was solely recognized in our Investment Income segment. As a percent of total segment adjusted net revenues, segment provision for loan losses was negative 1.3% and negative 2.7% for the nine months ended September 30, 2018 and 2017, respectively.

 

Expenses

 

Non-Interest Expenses

 

Compensation and Benefits

 

Compensation and benefits, which includes employee payroll, taxes and benefits, performance-based cash bonus and commissions, as well as equity-based compensation to our employees and managing directors, increased $7.1 million, or 10.2%, from $69.0 million for the nine months ended September 30, 2017 to $76.1 million for the nine months ended September 30, 2018.

 

Employee payroll, taxes and benefits, and consultant fees were $33.0 million and $34.4 million for the nine months ended September 30, 2018 and 2017, respectively. Performance-based bonus and commission increased $8.4 million from $32.2 million for the nine months ended September 30, 2017 to $40.6 million for the nine months ended September 30, 2018.

 

Equity-based compensation was $2.5 million and $2.2 million for the nine months ended September 30, 2018 and 2017, respectively.

 

Compensation and benefits as a percentage of revenues decreased from 86.8% of total net revenues after provision for loan losses for the nine months ended September 30, 2017 to 72.6% for the nine months ended September 30, 2018.

 

Our segment reported compensation and benefits recognizes 100% of the cost of deferred compensation, including non-cash share-based compensation expense, in the period for which such compensation was awarded, instead of recognizing such cost over the vesting period as required under GAAP, in order to match compensation expense with the actual period upon which the compensation was based. The segment reported compensation and benefits increased $8.4 million from $66.4 million for the nine months ended September 30, 2017 to $74.8 million for the nine months ended September 30, 2018. As a percent of total segment net revenues, compensation and benefits were 69.0% and 74.5% for the nine months ended September 30, 2018 and 2017, respectively.

 

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Administration

 

Administration expense was $6.0 million for the nine months ended September 30, 2017 and $7.2 million for the same period in 2018. As a percentage of total net revenues after provision for loan losses, administration expense decreased from 7.5% for the nine months ended September 30, 2017 to 6.9% for the same period in 2018.

 

Brokerage, Clearing and Exchange Fees 

 

Brokerage, clearing and exchange fees were $2.3 million for the nine months ended September 30, 2017 and $2.4 million for the nine months ended September 30, 2018. As a percentage of total net revenues after provision for loan losses, our brokerage, clearing and exchange fees decreased from 2.9% for the nine months ended September 30, 2017 to 2.3% for the same period in 2018.

 

Travel and Business Development

 

Travel and business development expenses increased $0.5 million, from $2.7 million for the nine months ended September 30, 2017 to $3.2 million for the nine months ended September 30, 2018. As a percentage of total net revenues after provision for loan losses, travel and business development expense was 3.1% and  3.4% for the nine months ended September 30, 2018 and 2017, respectively.

 

Managed deal expenses

 

Managed deal expenses were $4.5 million and zero for the nine months ended September 30, 2018 and 2017, respectively. As a percentage of total net revenues after provision for loan losses, managed deal expenses increased from zero percent for the nine months ended September 30, 2017 to 4.3% for the same period in 2018. The increase is related to a gross up of expenses as a result of the Company's adoption of ASC 606. See Note 3 to the Consolidated Financial Statements for additional details on the new revenue standard and accounts affected by adoption. 

 

Communications and Technology

 

Communications and technology expenses were $3.1 million and $3.2 million for the nine months ended September 30, 2018 and 2017, respectively. As a percentage of total net revenues after provision for loan losses, communications and technology expense decreased from 4.0% for the nine months ended September 30, 2017 to 3.0% for the same period in 2018.

 

Occupancy

 

Occupancy expenses were $3.3 million for the nine months ended September 30, 2017 and $3.4 million for the nine months ended September 30, 2018. As a percentage of total net revenues after provision for loan losses, occupancy expense decreased from 4.2% for the nine months ended September 30, 2017 to 3.3% for the same period in 2018.

 

Professional Fees

 

Professional fees were $4.3 million and $3.1 million for the nine months ended September 30, 2018 and 2017, respectively. As a percentage of total net revenues after provision for loan losses, professional fees increased from 3.9% for the nine months ended September 30, 2017 to 4.1% for the same period in 2018.

 

Depreciation

 

Depreciation expenses were $0.8 million and $0.9 million for the nine months ended September 30, 2018 and 2017. As a percentage of total net revenues after provision for loan losses, depreciation decreased from 1.1% for the nine months ended September 30, 2017 to 0.8% for the same period in 2018.

 

Other Expenses

 

Other expenses were $1.5 million and $2.0 million for the nine months ended September 30, 2018 and 2017, respectively. As a percentage of total net revenues after provision for loan losses, other expenses decreased from 2.5% for the nine months ended September 30, 2017 to 1.5% for the same period in 2018.

 

Net Income Attributable to Non-controlling Interest

 

Net income attributable to non-controlling interest decreased from net income of $1.7 million for the nine months ended September 30, 2017 to net income of $0.1 million for the nine months ended September 30, 2018. Non-controlling interest for the nine months ended September 30, 2017 includes the interest of third parties in CLO I, CLO II, CLO III, and HCAP Advisors. Non-controlling interest for the nine months ended September 30, 2018 includes the interest of third parties in CLO III, HCAP Advisors, and HCS Strategic Investments LLC. 

 

Provision for Income Taxes

 

Income tax benefit was $0.1 million for the nine months ended September 30, 2018 and $0.2 million for the nine months ended September 30, 2017. For the purposes of calculating operating net income, a combined federal and state tax rate of 26% is assumed for our taxable direct subsidiaries, adjusted for a cap on allowable interest expense deduction due to recent tax reform, while a rate of 0% is applied to our direct subsidiary, which is a “pass-through entity” for tax purposes.

 

Segment income tax was an expense of $0.6 million and a benefit of $0.2 million for the nine months ended September 30, 2018 and 2017, respectively.

 

The decrease in the income tax benefit was mainly due to the increase in book income earned by taxable direct subsidiaries and a change in the estimated effective tax rate for the year.

 

U.S. federal corporate income tax reform included a broad range of proposals affecting businesses, including corporate tax rates, business deductions and international tax provisions. The reduction in the federal corporate tax rate required a revaluation of our deferred tax assets at the corporate entity level. International tax provisions, including a shift to a territorial system, did not impact JMP Group LLC’s investment in foreign corporations, as the Company has historically included accumulated earnings and profits from controlled foreign corporations.

 

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Financial Condition, Liquidity and Capital Resources

 

In the section that follows, we discuss the significant changes in the components of our balance sheet, cash flows, and capital resources and liquidity for the nine months ended September 30, 2018 to demonstrate where our capital is invested and the financial condition of the Company.

 

Overview

 

As of September 30, 2018, we had net liquid assets of $60.5 million consisting of cash and cash equivalents, proceeds from short sales on deposit, receivable from clearing broker, marketable securities owned, and general partner investments in hedge funds managed by HCS, net of marketable securities sold but not yet purchased, accrued compensation, deferred compensation paid in January 2018, and non-controlling interest. We have satisfied our capital and liquidity requirements primarily through the issuance of the Senior Notes and internally generated cash from operations. Most of our financial instruments, other than loans collateralizing ASB issued, loans held for investment, and ABS issued, are recorded at fair value or amounts that approximate fair value.

 

Liquidity Considerations Related to CLOs

 

Our maximum exposure to loss of capital on the CLOs is the $13.3 million investment related to CLO III, $36.8 million investment in CLO IV and $28.7 million in CLO V as of September 30, 2018, plus our portion of the earnings retained in the CLOs since the inception dates. However, for U.S. federal tax purposes, the CLOs are treated as disregarded entities such that the taxable income earned in the CLO is taxable to us. If the CLOs are in violation of certain coverage tests, mainly any of their over-collateralization ratios, residual cash flows otherwise payable to us as owners of the subordinated notes would be required to be used to buy additional collateral or to repay indebtedness senior to us in the securitization. This could require us to pay income tax on earnings prior to the residual cash flow distributions to us.

 

The CLOs must comply with certain asset coverage tests, such as tests that restrict the amount of discounted obligations and obligations rated “CCC” or lower it can hold. Defaulted obligations, discounted assets and assets rated “CCC” or lower in excess of applicable limits in the CLOs investment criteria are not given full par credit for purposes of calculation of the CLO over-collateralization (“OC”) tests. If any of the CLOs were to violate any of the secured note OC tests, we would be required to pay down the most senior notes with the residual cash flows until the violation was cured. In the most extreme case, if a CLO were in violation of the most senior OC test, the Class A note holders would have the ability to declare an event of default and cause an acceleration of all principal and interest outstanding on the notes. The CLOs were in compliance as of September 30, 2018 and December 31, 2017.

 

For financial reporting purposes, the loans and ABS of the CLOs are consolidated on our balance sheet. The loans are reported at their cost adjusted for credit reserves, purchase discounts, and allowance for loan losses. The ABS are recorded net of liquidity discounts and original issue discounts. At September 30, 2018, we had $1,164 million of loans collateralizing asset-backed securities, net, $44.8 million of restricted cash and $2.8 million of interest receivable funded by $1,114.5 million of asset-backed securities issued, net, and interest payable of $9.5 million. These assets and liabilities represented 89.0% of total assets and 89.1% of total liabilities, respectively, reported on our Consolidated Statement of Financial Condition at September 30, 2018.

 

The tables below summarize the loans held by the CLOs grouped by range of outstanding balance, Moody’s Investors Services, Inc. rating category and industry as of September 30, 2018. 

 

(Dollars in thousands)

 

As of September 30, 2018

 

Range of Outstanding Balance

 

Number of Loans

 

Maturity Date

 

Total Principal

 

$0 - $500

    175  

3/3020 - 12/2026

  $ 75,302  

$500 - $2,000

    595  

12/2018 - 8/2026

    758,365  

$2,000 - $5,000

    94  

9/2019 - 4/2026

    240,597  

$5,000 - $10,000

    0         -  

Total

    864       $ 1,074,264  

 

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(Dollars in thousands)   As of September 30, 2018  
Industry  
Number of Loans
    Outstanding Balance    
of Outstanding Balance
 
Aerospace & Defense     25     $ 37,296       3.5 %
Automotive     34       39,622       3.7 %
Banking, Finance, Insurance & Real Estate     59       68,913       6.4 %
Beverage, Food & Tobacco     38       51,655       4.8 %
Capital Equipment     32       31,553       2.9 %
Chemicals, Plastics & Rubber     29       25,937       2.4 %
Construction & Building     25       27,439       2.6 %
Consumer Goods: Durable     20       24,984       2.3 %
Consumer Goods: Non-durable     36       49,442       4.6 %
Containers, Packaging & Glass     26       27,905       2.6 %
Energy: Electricity     8       9,827       0.9 %
Energy: Oil & Gas     11       13,921       1.3 %
Environmental Industries     13       15,341       1.4 %
Forest Products & Paper     3       2,220       0.2 %
Healthcare & Pharmaceuticals     58       73,061       6.8 %
High Tech Industries     66       86,763       8.1 %
Hotel, Gaming & Leisure     51       55,411       5.2 %
Media: Broadcasting & Subscription     19       25,910       2.4 %
Media: Diversified & Production     15       18,207       1.7 %
Media: Advertising, Printing, Publishing     14       19,223       1.8 %
Metals & Mining     15       13,044       1.2 %
Retail     48       71,467       6.7 %
Services: Business     87       116,693       10.9 %
Services: Consumer     50       67,873       6.3 %
Telecommunications     27       34,681       3.2 %
Transportation: Cargo     21       26,188       2.4 %
Transportation: Consumer     21       22,822       2.1 %
Utilities: Electric     1       236       0.0 %
Wholesale     12       16,630       1.5 %
      864     $ 1,074,264       100.0 %

 

 

(Dollars in thousands)

 

As of September 30, 2018

 

Moody's Rating Category

 

Number of

Loans

   

Outstanding

Balance

   

% of Outstanding

Balance

 

Baa3

    6     $ 7,421       0.7 %

Ba1

    34       41,355       3.8 %

Ba2

    67       67,939       6.3 %

Ba3

    98       116,209       10.8 %

B1

    140       170,229       15.8 %

B2

    325       423,313       39.4 %

B3

    165       200,855       18.7 %

Caa1

    25       40,824       3.8 %

Caa2

    2       4,163       0.4 %

Ca

    2       1,956       0.2 %
                         

Total

    864     $ 1,074,264       100.0 %

 

Other Liquidity Considerations

 

As of September 30, 2018, our indebtedness consists of our Senior Notes and notes payable. We have no outstanding balances on our revolving lines of credit with City National Bank (“CNB”) held at JMP Securities or JMP Holdings.

 

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In January 2013, we raised approximately $46.0 million from the issuance of 8.00% Senior Notes (“2013 Senior Notes”). In January 2014, we raised approximately $48.3 million from the issuance of 7.25% Senior Notes (“2014 Senior Notes”), which were fully redeemed on December 28, 2017. In November 2017, we raised approximately $50.0 million from the issuance of 7.25% Senior Notes (“2017 Senior Notes” and, together with the 2013 Senior Notes, the “Senior Notes”). The 2013 Senior Notes will mature on January 15, 2023 and may be redeemed in whole or in part at any time or from time to time at the Company’s option on or after January 15, 2016, at a redemption price equal to the principal amount redeemed plus accrued and unpaid interest. The 2013 Senior Notes bear interest at a rate of 8.00% per year, payable quarterly on January 15, April 15, July 15 and October 15 of each year. The 2017 Senior Notes will mature on November 15, 2027 and may be redeemed in whole or in part at any time or from time to time at the Company’s option on or after November 28, 2020, at a redemption price equal to the principal amount redeemed plus accrued and unpaid interest. The 2017 Senior Notes bear interest at a rate of 7.25% per year, payable quarterly on February 15, May 15, August 15 and November 15 of each year. The Company redeemed $10.0 million of the issued and outstanding 2013 Senior Notes on July 31, 2018 The Company recorded a loss of $0.2 million related to the early retirement of the 2013 Senior Notes.

 

In connection with the Reorganization Transaction, pursuant to which JMP Group Inc. became a wholly-owned subsidiary of JMP Group LLC, we entered into a Third Supplemental Indenture, dated as of October 15, 2014 (the “Third Supplemental Indenture”), among JMP Group Inc., JMP Group LLC and JMP Investment Holdings LLC, as guarantors (the “Guarantors”), and U.S. Bank National Association, as trustee. The Third Supplemental Indenture became effective on January 1, 2015. Under the Third Supplemental Indenture, the Guarantors have jointly and severally provided a full and unconditional guarantee of the due and punctual payment of the principal and interest on the Senior Notes and the due and punctual payment or performance of all other obligations of JMP Group Inc. under the Indenture, dated as of January 24, 2013, between JMP Group Inc. and the Trustee, as supplemented by a First Supplemental Indenture, dated as of January 25, 2013, a Second Supplemental Indenture, dated as of January 29, 2014, a Third Supplemental Indenture, dated as of October 15, 2014, and the Fourth Supplemental Indenture, dated as of November 28, 2017.

 

The Company’s Credit Agreement (the “Credit Agreement”), dated as of August 3, 2006, was entered into by and between JMP Holding LLC and City National Bank (“CNB”), and was subsequently amended. The Credit Agreement and subsequent amendments provide a $25.0 million line of credit with a revolving period through June 4, 2019. On such date, any outstanding amounts convert to a term loan. The term loan will be repaid in quarterly installments of 3.75% of funded debt for the first two years, 5.00% of funded debt for the next two years, and the remainder due at maturity. Proceeds for this line of credit will be used to make financial investments, for working capital purposes, for general corporate purposes, as well as a $5.0 million sublimit to issue letters of credit. The Company had no outstanding balance on this line of credit as of September 30, 2018 and December 31, 2017.

 

The Credit Agreement for the term loan provides that the proceeds of the CNB Loans are subject to the following restrictions: (i) the initial term loan and up to $5.0 million of the revolving line of credit loans may not be used for any purpose other than to fund certain permitted investments and acquisitions and to fund JMP Holding LLC’s working capital needs in the ordinary course of its business; (ii) all other proceeds of the revolving line of credit may not be used for any purpose other than to make investments in HCS and by HCS to make investments in loans that are made to persons that are not affiliates of borrower; and (iii) the term loan may not be used for any purpose other than to make equity investments in CLOs and by CLOs to make certain permitted investments in collateralized loan obligations.

 

The Credit Agreement includes a minimum fixed charge applicable to us and our subsidiaries, a minimum net worth covenant applicable to us and our subsidiaries and a minimum liquidity covenant applicable to JMP Holding LLC and its subsidiaries. As of September 30, 2018, we were in compliance with all of these financial covenants. The Credit Agreement also includes an event of default for a “change of control” that tests, in part, the composition of our ownership and an event of default if two or more of the members of the Company’s Executive Committee fail to be involved actively on an ongoing basis in the management of JMP Holding LLC or any of its subsidiaries.

 

Separately, under a Revolving Note and Cash Subordination Agreement, JMP Securities holds a $20.0 million revolving line of credit with CNB to be used for regulatory capital purposes during its securities underwriting activities. The unused portion of the line bears interest at the rate of 0.25% per annum, paid monthly. On June 6, 2018, JMP Securities entered into an amendment to its Credit Agreement (the “Amendment”). Pursuant to this Amendment, the $20.0 million line of credit was renewed for one year. On June 6, 2019, any existing outstanding amount will convert to a term loan maturing the following year. The remaining terms of this line of credit are consistent with those of the existing line of credit. There was no borrowing on this line of credit as of September 30, 2018 and December 31, 2017.

 

The Credit Agreement contains financial and other covenants, including, but not limited to, limitations on debt, liens and investments, as well as the maintenance of certain financial covenants. A violation of any one of these covenants could result in a default under the Credit Agreement, which would permit CNB to terminate the Company’s note and require the immediate repayment of any outstanding principal and interest. At both September 30, 2018 and December 31, 2017, the Company was in compliance with the loan covenants.

 

On July 31, 2017, the Company established a $200.0 million revolving credit facility with BNP Paribas to finance the acquisition of a portfolio of assets, including certain debt obligations. The Company subsequently entered into amendments to the credit facility and as of June 21, 2018, the credit facility was increased to $340.0 million. On July 26, 2018, the credit facility was fully repaid using proceeds from the securitization of CLO V. The balance of the facility was zero as of September 30, 2018 and $61.3 million as of December 31, 2017.

 

         On February 28, 2018, the Company, entered into a Repurchase Agreement with BNP Paribas to finance the acquisition of asset-backed securities issued by CLO III in connection with risk retention requirements. During the second quarter of 2018 the Company fully repaid the outstanding balance and sold the assets collateralizing the agreement. As of September 30, 2018, there was no balance outstanding in connection with the Repurchase Agreement.

 

The timing of bonus compensation payments to our employees may significantly affect our cash position and liquidity from period to period. While our employees and managing directors are generally paid semi-monthly during the year, bonus compensation, which makes up a larger portion of total compensation, is generally paid once a year during the first two months of the following year. In the first two months of 2018, we paid out $37.2 million of cash bonuses for 2017, excluding employer payroll tax expense.

 

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The Company currently intends to continue to declare monthly cash distributions on all outstanding shares. The table below represents cash distributions made for the three months ended September 30, 2018.

 

Date

Record

Date

 

Per Share

 

Declared

Date

Paid

 

Amount

 
July 18, 2018 July 31, 2018 August 15, 2018   $ 0.030  
July 18, 2018 August 31, 2018 September 14, 2018   $ 0.030  
July 18, 2018 September 28 2018 October 15, 2018   $ 0.030  

 

During the three months ended September 30, 2018, the Company repurchased 146,003 of the Company’s shares at an average price of $5.34 per share for an aggregate purchase price of $0.8 million on the open market.

 

We had total restricted cash of $48.6 million comprised primarily of $44.8 million of restricted cash related to the CLOs as of September 30, 2018. This balance was comprised of $16.0 million in interest received from loans in the CLOs, and $28.8 million in principal cash. The interest and fees will be restricted until the next payment date to note holders of the CLOs. The principal restricted cash will be used to buy additional loans or pay down the senior debt in the CLOs.

Because of the nature of our investment banking and sales and trading businesses, liquidity is important to us. Accordingly, we regularly monitor our liquidity position, including our cash and net capital positions. We believe that our available liquidity and current level of equity capital, combined with the funds anticipated to be provided by our operating activities, will be adequate to meet our liquidity and regulatory capital requirements for at least the next twelve months. If circumstances required it, we could improve our liquidity position by discontinuing repurchases of the Company’s common shares, halting cash distributions on our common shares and reducing cash bonus compensation paid.

JMP Securities, our wholly-owned subsidiary and a registered securities broker-dealer, is subject to the SEC’s Uniform Net Capital Rule (Rule 15c3-1), which requires the maintenance of minimum net capital, as defined, and requires that the ratio of aggregate indebtedness to net capital, both as defined, shall not exceed 15 to 1. JMP Securities had net capital of $28.3 million and $37.3 million, which were $27.0 million and $35.9 million in excess of the required net capital of $1.3 million and $1.4 million, at September 30, 2018 and December 31, 2017, respectively. JMP Securities’ ratio of aggregate indebtedness to net capital was 0.70 to 1 and 0.58 to 1 at September 30, 2018 and December 31, 2017, respectively.

 

A condensed table of cash flows for the nine months ended September 30, 2018 and 2017 is presented below.

 

(Dollars in thousands)

 

Nine Months Ended September 30,

   

Change from 2017 to 2018

 
   

2018

   

2017

   

$

   

%

 

Cash flows provided by (used in) operating activities

  $ 7,955     $ (12,660 )   $ 20,615       162.8 %

Cash flows used in investing activities

    (313,385 )     (52,376 )     (261,009 )     -498.3 %

Cash flows provided by (used in) financing activities

    289,838       (98,655 )     388,493       393.8 %

Total cash flows

  $ (15,592 )   $ (163,691 )   $ 148,099       90.5 %

 

Cash Flows for the nine months Ended September 30, 2018

 

Cash decreased by $15.6 million during the nine months ended September 30, 2018, as a result of cash used in investing activities, partially offset by cash provided by operating and financing activities.

 

Our operating activities provided $8.0 million of cash from the net loss of $1.8 million, adjusted for the cash used by operating assets and liabilities of $0.9 million, and provided by non-cash revenue and expense items of $10.7 million. The cash used by the change in operating assets and liabilities was primarily due to a decrease in accrued compensation of $9.8 million, partially offset by a decrease in deposits and other assets of $6.9 million and an increase in interest payable of $3.9 million.  

 

Our investing activities used $313.4 million of cash primarily due to a $307.8 million funding of loans collateralizing asset-backed securities issued and $312.1 million of funding for loans held for investment, partially offset by the $268.2 million of receipts from loans collateralizing asset-backed securities issued, $26.7 million of receipts from loans held for investments, and $13.9 million from the sale of other investments.

 

Our financing activities provided $289.8 million of cash primarily due to $669.1 million of proceeds from the issuance of asset-backed securities due to the refinancing of CLO III and the securitization of CLO V and $263.8 million in proceeds from draws on the CLO V warehouse facility, partially offset by the repurchase of $332.1 million of asset-backed securities issued at CLO III, $325.0 million in repayments on the CLO V warehouse facility, and $9.9 million of repayments on bonds payable.

 

Cash Flows for the nine months Ended September 30, 2017

 

Cash decreased by $163.7 million during the nine months ended September 30, 2017, as a result of cash used in operating, investing, and financing activities.

 

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Our operating activities used $12.7 million of cash from the net loss of $12.8 million, adjusted for the cash used by operating assets and liabilities of $15.1 million, and provided by non-cash revenue and expense items of $15.2 million. The cash used by the change in operating assets and liabilities is primarily due to a $22.4 million increase in receivables, and a $7.9 million decrease in accrued compensation, partially offset by a $16.3 million increase in market securities sold but not yet purchased.

 

Our investing activities used $52.4 million of cash primarily due $614.4 million of funding for loans collateralizing asset-backed securities issued and $13.5 million of funding of loans held for investment, partially offset by $506.5 million of receipts from loans collateralizing asset-backed securities, $35.7 million of proceeds from loans held for sale, $25.0 million of cash provided by changes in cash collateral posted for derivative transactions, and $12.3 million of proceeds from sale of other investments.

 

Our financing activities used $98.7 million of cash primarily due to $503.6 million of repayments of asset-backed securities issued relating to the liquidation of CLO I and CLO II, partially offset by $408.4 million of proceeds from issuance of asset-backed securities due to the securitization of CLO IV, and $7.0 million of proceeds from the CLO V warehouse facility.

 

Contractual Obligations

 

As of September 30, 2018, our aggregate minimum future commitment on our leases was $22.7 million. See Note 13 of the notes to the consolidated financial statements for more information. Our remaining contractual obligations have not materially changed from those reported in our Annual Report.

 

Off-Balance Sheet Arrangements

 

The Company had unfunded commitments to lend of $1.1 million and $2.1 million as of September 30, 2018 and December 31, 2017, respectively. Had the borrower drawn on these, the Company would have been obligated to fund them. The funds for the unfunded commitments to lend and the cash collateral supporting these standby letters of credit are included in restricted cash on the Consolidated Statement of Financial Position as of September 30, 2018. The CLO-related commitments do not extend to JMP Group LLC. See Note 18 of the notes to the consolidated financial statements for more information on the financial instruments with off-balance sheet risk in connection with the CLOs.

 

Unfunded commitments are agreements to lend to a borrower, provided that all conditions have been met. Commitments generally have fixed expiration dates or other termination clauses and may require payment of a fee. Since certain commitments may expire without being drawn upon, the total commitment amounts do not necessarily represent future cash requirements. The Company evaluates each borrower’s creditworthiness on a case-by-case basis.

 

Standby letters of credit are conditional commitments issued by the Company to guarantee the performance by a borrower to a third party. The Company’s exposure to credit loss in the event of nonperformance by the other party to the financial instrument for standby letters of credit is represented by the contractual amount of those instruments. The Company uses the same credit policies in making commitments and conditional obligations as it does for on balance sheet instruments. The credit risk involved in issuing letters of credit is essentially the same as that involved in extending loans to borrowers.

 

We had no other material off-balance sheet arrangements as of September 30, 2018.

 

Critical Accounting Policies and Estimates

 

The preparation of our consolidated financial statements requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities and of revenues and expenses during the reporting periods. We base our estimates and assumptions on historical experience and on various other factors that we believe are reasonable under the circumstances. The use of different estimates and assumptions could produce materially different results. For example, if factors such as those described under the caption “Risk Factors” in our Annual Report cause actual events to differ from the assumptions we used in applying the accounting policies, our results of operations, financial condition and liquidity could be adversely affected.

 

On an ongoing basis, we evaluate our estimates and assumptions, particularly as they relate to accounting policies that we believe are most important to the presentation of our financial condition and results of operations. We regard an accounting estimate or assumption to be most important to the presentation of our financial condition and results of operations where:

 

 

 

the nature of the estimates or assumptions is material due to the level of subjectivity and judgment necessary to account for highly uncertain matters or the susceptibility of such matters to change; and

 

 

 

the impact of the estimates or assumptions on our financial condition or operating performance is material.

 

Using the foregoing criteria, we consider the following to be our critical accounting policies:

 

 

Valuation of Financial Instruments

 

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Asset Management Investment Partnerships

 

 

Loans Held for Sale

 

 

Loans Collateralizing Asset-backed Securities Issued

 

 

Allowance for Loan Losses

 

 

Asset-backed Securities Issued

 

 

Legal and Other Contingent Liabilities

 

 

Income Taxes

 

Our significant accounting policies are described further in the “Critical Accounting Policies and Estimates” section and Note 2 - Summary of Significant Accounting Policies to our consolidated financial statements in our Annual Report.

 

ITEM 3.

Quantitative and Qualitative Disclosures About Market Risk

 

Not Applicable.

 

ITEM 4.

Controls and Procedures

 

Our management, with the participation of the Chairman and Chief Executive Officer (the principal executive officer) and the Chief Financial Officer (the principal financial officer), has evaluated the effectiveness of our disclosure controls and procedures (as defined in Rule 13a-15(e) under the Exchange Act) as of the end of the period covered by this report. Based on that evaluation, our Chairman and Chief Executive Officer and Chief Financial Officer have concluded that, as of the end of the period covered by this report, our disclosure controls and procedures are effective. There was no change in our internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act) that occurred during the period covered by this report that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

 

PART II—OTHER INFORMATION

 

ITEM 1.

Legal Proceedings

 

We are involved in a number of judicial, regulatory and arbitration matters arising in connection with our business. The outcome of matters we have been and currently are involved in cannot be determined at this time, and the results cannot be predicted with certainty. There can be no assurance that these matters will not have a material adverse effect on our results of operations in any future period and a significant judgment could have a material adverse impact on our financial condition, results of operations and cash flows. We may in the future become involved in additional litigation in the ordinary course of our business, including litigation that could be material to our business. Management, after consultation with legal counsel, believes that the currently known actions or threats against us will not result in any material adverse effect on our financial condition, results of operations or cash flows.

 

ITEM 1A.

Risk Factors

 

The risk factors included in our Annual Report continue to apply to us, and describe risks and uncertainties that could cause actual results to differ materially from the results expressed or implied by the forward-looking statements contained in this Quarterly Report. There have not been any material changes from the risk factors previously described in our Annual Report.

 

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ITEM 2.

Unregistered Sales of Equity Securities and Use of Proceeds

 

The table below sets forth the information with respect to purchases made by or on behalf of JMP Group LLC or any “affiliated purchaser” (as defined in Rule 10b-18(a)(3) under the Exchange Act), of our common shares during the quarter ended September 30, 2018

 

                                 
Period   Total Number of Shares Purchased     Average Price Paid Per Share     Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs     Maximum Number of Shares that May Yet Be Purchased Under the Plans or Programs (1)  

July 1, 2018 to July 31, 2018

    50,169     $ 5.38       50,169       661,034  

August 1, 2018 to August 31, 2018

    33,198     $ 5.38       33,198       627,836  
September 1, 2018 to September 30, 2018     62,636     $ 5.28       62,636       565,200  
Total     146,003     $ 5.34       146,003          

 

(1)

On December 11, 2017, our board of directors authorized the repurchase of 1,000,000 shares through December 31, 2018.

 

ITEM 3.

Defaults Upon Senior Securities

 

None.

 

ITEM 4.

Mine Safety Disclosures

 

 Not Applicable.

 

ITEM 5.

Other Information

 

 None.

 

ITEM 6.

Exhibits

 

See Exhibit Index.

 

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SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

 

Date: November 9, 2018

 

 

JMP Group LLC

     
 

By:

 

/s/  JOSEPH A. JOLSON 

 

Name:

 

Joseph A. Jolson

 

Title:

 

Chairman and Chief Executive Officer

     
 

By:

 

/s/  RAYMOND S. JACKSON

 

Name:

 

Raymond S. Jackson

 

Title:

 

Chief Financial Officer

 

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EXHIBIT INDEX

 

Exhibit
Number

 

Description

   
10.25   Credit Agreement, dated as of October 11, 2018, by and among BNP Paribas, as lender and administrative agent, JMP Credit Advisors Long-Term Warehouse Ltd., as borrower, JMP Credit Advisors CLO VI Warehouse Ltd., as a subsidiary of borrower, each other CLO Subsidiary from time to time party thereto, JMP Credit Advisors LLC, as collateral manager, and JMP Capital LLC as preferred investor (incorporated by reference to Exhibit 10.25 to the Registrant's Form 8-K filed on October 12, 2018).
     
10.26*   Lease Agreement, dated August 10, 2011, between Transamerica Pyramid Properties, LLC, as landlord, and JMP Group Inc., as tenant.
     
10.27*   Third Amendment to Office Lease, dated as of October 31, 2018, by and among Transamerica Pyramid Properties, LLC as landlord, and JMP Group Inc. as tenant.
     

31.1*

 

Certification of Chief Executive Officer required by Rule 13a-14(a) or Rule 15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

   

31.2*

 

Certification of Chief Financial Officer required by Rule 13a-14(a) or Rule 15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

     

32.1**

 

Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

     

32.2**

 

Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

     

101*

 

The following materials from the Registrant’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2018, formatted in Extensible Business Reporting Language (XBRL), include: (i) the Consolidated Statements of Income, (ii) the Consolidated Balance Sheets, (iii) the Consolidated Statements of Cash Flows, and (iv) related notes (furnished herewith).

 

_________

*Filed herewith

 

**Furnished, and not filed

 

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