Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Jun. 30, 2016 | Aug. 03, 2016 | |
Entity Information [Line Items] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Jun. 30, 2016 | |
Document Fiscal Year Focus | 2,016 | |
Document Fiscal Period Focus | Q2 | |
Trading Symbol | MN | |
Entity Registrant Name | Manning & Napier, Inc. | |
Entity Central Index Key | 1,524,223 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Accelerated Filer | |
Class A common stock | ||
Entity Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 15,032,880 | |
Class B common stock | ||
Entity Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 1,000 |
Consolidated Statements of Fina
Consolidated Statements of Financial Condition - USD ($) $ in Thousands | Jun. 30, 2016 | Dec. 31, 2015 |
Assets | ||
Cash and cash equivalents | $ 117,664 | $ 117,591 |
Accounts receivable | 17,209 | 15,807 |
Accounts receivable—affiliated mutual funds | 7,095 | 8,473 |
Due from broker | 0 | 3,962 |
Due from broker - consolidated funds | 0 | 3,510 |
Investment securities | 18,062 | 21,460 |
Investment securities - consolidated funds | 999 | 1,107 |
Prepaid expenses and other assets | 4,482 | 4,638 |
Total current assets | 165,511 | 176,548 |
Property and equipment, net | 6,315 | 6,299 |
Net deferred tax assets, non-current | 44,855 | 46,649 |
Goodwill | 4,833 | 871 |
Other long-term assets | 9,802 | 429 |
Total assets | 231,316 | 230,796 |
Liabilities | ||
Accounts payable | 1,990 | 1,141 |
Accrued expenses and other liabilities | 34,218 | 42,480 |
Deferred revenue | 10,469 | 10,938 |
Total current liabilities | 46,677 | 54,559 |
Other long-term liabilities | 7,183 | 2,796 |
Amounts payable under tax receivable agreement, non-current | 38,679 | 38,661 |
Total liabilities | 92,539 | 96,016 |
Commitments and contingencies | ||
Shareholders’ equity | ||
Additional paid-in capital | 203,809 | 205,760 |
Retained deficit | (36,880) | (37,149) |
Accumulated other comprehensive income | 3 | (3) |
Total shareholders’ equity | 167,082 | 168,756 |
Noncontrolling interests | (28,305) | (33,976) |
Total shareholders’ equity and noncontrolling interests | 138,777 | 134,780 |
Total liabilities, shareholders’ equity and noncontrolling interests | 231,316 | 230,796 |
Class A common stock | ||
Shareholders’ equity | ||
Common stock | 150 | 148 |
Class B common stock | ||
Shareholders’ equity | ||
Common stock | $ 0 | $ 0 |
Consolidated Statements of Fin3
Consolidated Statements of Financial Condition (Parenthetical) - $ / shares | Jun. 30, 2016 | Dec. 31, 2015 |
Class A common stock | ||
Common stock, par value (dollars per share) | $ 0.01 | $ 0.01 |
Common stock, shares authorized (shares) | 300,000,000 | 300,000,000 |
Common stock, shares issued (shares) | 15,032,880 | 14,755,130 |
Common stock, shares outstanding (shares) | 15,032,880 | 14,755,130 |
Class B common stock | ||
Common stock, par value (dollars per share) | $ 0.01 | $ 0.01 |
Common stock, shares authorized (shares) | 2,000 | 2,000 |
Common stock, shares issued (shares) | 1,000 | 1,000 |
Common stock, shares outstanding (shares) | 1,000 | 1,000 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | |
Revenues | ||||
Investment management services revenue | $ 67,541 | $ 86,973 | $ 132,079 | $ 177,399 |
Expenses | ||||
Compensation and related costs | 24,379 | 28,309 | 46,346 | 55,127 |
Distribution, servicing and custody expenses | 11,986 | 15,840 | 23,324 | 32,672 |
Other operating costs | 8,213 | 9,036 | 16,666 | 17,978 |
Total operating expenses | 44,578 | 53,185 | 86,336 | 105,777 |
Operating income | 22,963 | 33,788 | 45,743 | 71,622 |
Non-operating income (loss) | ||||
Interest expense | (106) | (81) | (212) | (84) |
Interest and dividend income | 180 | 158 | 316 | 321 |
Change in liability under tax receivable agreement | 0 | 0 | (18) | (17) |
Net gains (losses) on investments | 206 | (1,576) | 1,272 | (963) |
Total non-operating income (loss) | 280 | (1,499) | 1,358 | (743) |
Income before provision for income taxes | 23,243 | 32,289 | 47,101 | 70,879 |
Provision for income taxes | 1,545 | 2,081 | 3,219 | 4,560 |
Net income attributable to controlling and noncontrolling interests | 21,698 | 30,208 | 43,882 | 66,319 |
Less: net income attributable to noncontrolling interests | 19,093 | 26,705 | 38,859 | 59,507 |
Net income attributable to Manning & Napier, Inc. | $ 2,605 | $ 3,503 | $ 5,023 | $ 6,812 |
Net income per share available to Class A common stock | ||||
Basic (in dollars per share) | $ 0.17 | $ 0.24 | $ 0.34 | $ 0.48 |
Diluted (in dollars per share) | $ 0.17 | $ 0.23 | $ 0.33 | $ 0.47 |
Weighted average shares of Class A common stock outstanding | ||||
Basic (in shares) | 13,960,768 | 13,739,923 | 13,852,949 | 13,726,804 |
Diluted (in shares) | 14,243,579 | 14,002,133 | 14,209,811 | 13,965,655 |
Cash dividends declared per share of Class A common stock | $ 0.16 | $ 0.16 | $ 0.32 | $ 0.32 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Income - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | |
Statement of Comprehensive Income [Abstract] | ||||
Net income attributable to controlling and noncontrolling interests | $ 21,698 | $ 30,208 | $ 43,882 | $ 66,319 |
Net unrealized holding gain (loss) on investment securities, net of tax | 3 | 0 | 6 | (1) |
Comprehensive income | 21,701 | 30,208 | 43,888 | 66,318 |
Less: Comprehensive income attributable to noncontrolling interests | 19,096 | 26,705 | 38,865 | 59,506 |
Comprehensive income attributable to Manning & Napier, Inc. | $ 2,605 | $ 3,503 | $ 5,023 | $ 6,812 |
Consolidated Statement of Share
Consolidated Statement of Shareholders' Equity - USD ($) $ in Thousands | Total | Common StockClass A common stock | Common StockClass B common stock | Additional Paid in Capital | Retained Deficit | Accumulated Other Comprehensive Income (Loss) | Non Controlling Interest |
Beginning balance at Dec. 31, 2014 | $ 148,711 | $ 137 | $ 0 | $ 209,284 | $ (41,087) | $ 0 | $ (19,623) |
Beginning balance, Shares at Dec. 31, 2014 | 13,713,540 | 1,000 | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Net income | 66,319 | 6,812 | 59,507 | ||||
Distributions to noncontrolling interests | (52,908) | (52,908) | |||||
Net changes in unrealized investment securities gains or losses | (1) | (1) | |||||
Common stock issued under equity compensation plan, Shares | 1,071,590 | ||||||
Common stock issued under equity compensation plan | 0 | $ 11 | (11) | ||||
Equity-based compensation | 2,509 | 392 | 2,117 | ||||
Dividends declared on Class A common stock - $0.32 and $0.32 per share in June 30, 2016 and June 30, 2015 | (4,559) | (4,559) | |||||
Purchase of Class A units of Manning & Napier Group, LLC held by noncontrolling interests | (37,720) | (4,394) | (33,326) | ||||
Ending balance at Jun. 30, 2015 | 122,351 | $ 148 | $ 0 | 205,271 | (38,834) | (1) | (44,233) |
Ending balance, Shares at Jun. 30, 2015 | 14,785,130 | 1,000 | |||||
Beginning balance at Dec. 31, 2015 | 134,780 | $ 148 | $ 0 | 205,760 | (37,149) | (3) | (33,976) |
Beginning balance, Shares at Dec. 31, 2015 | 14,755,130 | 1,000 | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Net income | 43,882 | 5,023 | 38,859 | ||||
Distributions to noncontrolling interests | (20,153) | (20,153) | |||||
Net changes in unrealized investment securities gains or losses | 6 | 6 | |||||
Common stock issued under equity compensation plan, Shares | 277,750 | ||||||
Common stock issued under equity compensation plan | 0 | $ 2 | (2) | ||||
Shares withheld to satisfy tax withholding requirements related to restricted stock units granted | (953) | (162) | (791) | ||||
Equity-based compensation | 2,104 | 357 | 1,747 | ||||
Dividends declared on Class A common stock - $0.32 and $0.32 per share in June 30, 2016 and June 30, 2015 | (4,754) | (4,754) | |||||
Purchase of Class A units of Manning & Napier Group, LLC held by noncontrolling interests | (16,135) | (2,144) | (13,991) | ||||
Ending balance at Jun. 30, 2016 | $ 138,777 | $ 150 | $ 0 | $ 203,809 | $ (36,880) | $ 3 | $ (28,305) |
Ending balance, Shares at Jun. 30, 2016 | 15,032,880 | 1,000 |
Consolidated Statement of Shar7
Consolidated Statement of Shareholders' Equity (unaudited) (Parenthetical) - $ / shares | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | |
Cash dividends declared per share of Class A common stock | $ 0.16 | $ 0.16 | $ 0.32 | $ 0.32 |
Class A common stock | ||||
Cash dividends declared per share of Class A common stock | $ 0.32 | $ 0.32 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2016 | Jun. 30, 2015 | |
Cash flows from operating activities: | ||
Net income | $ 43,882 | $ 66,319 |
Adjustment to reconcile net income to net cash provided by operating activities: | ||
Equity-based compensation | 2,104 | 2,509 |
Depreciation and amortization | 1,133 | 1,255 |
Change in amounts payable under tax receivable agreement | 18 | 17 |
Net (gains) losses on investment securities | (1,272) | 963 |
Deferred income taxes | 1,794 | 1,300 |
Amortization of debt issuance costs | 78 | 26 |
(Increase) decrease in operating assets and increase (decrease) in operating liabilities: | ||
Accounts receivable | 1,701 | 3,762 |
Accounts receivable—affiliated mutual funds | 1,398 | 3,581 |
Due from broker - consolidated funds | 3,795 | (5,000) |
Investment securities - consolidated funds | 0 | (1,000) |
Prepaid expenses and other assets | 367 | 2,037 |
Accounts payable | (523) | (1,747) |
Accrued expenses and other liabilities | (10,596) | (8,186) |
Deferred revenue | (469) | (451) |
Other long-term liabilities | (243) | (122) |
Net cash provided by operating activities | 43,167 | 65,263 |
Cash flows from investing activities: | ||
Purchase of property and equipment | (147) | (450) |
Sale of investments | 7,283 | 6,645 |
Purchase of investments | (2,849) | (4,967) |
Due from broker | 4,015 | 0 |
Acquisitions, net of cash received | (9,328) | 0 |
Net cash (used in) provided by investing activities | (1,026) | 1,228 |
Cash flows from financing activities: | ||
Distributions to noncontrolling interests | (20,153) | (52,908) |
Dividends paid on Class A common stock | (4,718) | (5,485) |
Payment of shares withheld to satisfy withholding requirements | (953) | (64) |
Payment of capital lease obligations | (109) | (94) |
Purchase of Class A units of Manning & Napier Group, LLC | (16,135) | (37,720) |
Payment of debt issuance costs | 0 | 612 |
Net cash used in financing activities | (42,068) | (96,883) |
Net increase (decrease) in cash and cash equivalents | 73 | (30,392) |
Cash and cash equivalents: | ||
Beginning of period | 117,591 | 124,992 |
End of period | $ 117,664 | $ 94,600 |
Organization and Nature of the
Organization and Nature of the Business | 6 Months Ended |
Jun. 30, 2016 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization and Nature of the Business | Organization and Nature of the Business Manning & Napier, Inc. ("Manning & Napier", or the "Company") provides a broad range of investment solutions through separately managed accounts, mutual funds, and collective investment trusts, as well as a variety of consultative services that complement its investment process. Founded in 1970, the Company offers equity, fixed income and alternative strategies, as well as a range of blended asset portfolios, such as life cycle funds. Headquartered in Fairport, New York, the Company serves a diversified client base of high net worth individuals and institutions, including 401(k) plans, pension plans, Taft-Hartley plans, endowments and foundations. The Company is the sole managing member of Manning & Napier Group, LLC and its subsidiaries ("Manning & Napier Group"), a holding company for the investment management businesses conducted by its operating subsidiaries. The diagram below depicts the Company's organization structure as of June 30, 2016 . (1) The consolidated operating subsidiaries of Manning & Napier Group include Manning & Napier Advisors, LLC ("MNA"), Manning & Napier Alternative Opportunities, LLC, Perspective Partners LLC, Manning & Napier Information Services, LLC, Manning & Napier Benefits, LLC, Manning & Napier Investor Services, Inc., Exeter Trust Company and Rainier Investment Management, LLC. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 6 Months Ended |
Jun. 30, 2016 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Summary of Significant Accounting Policies Critical Accounting Policies There have been no significant changes in our critical accounting policies and estimates from those that were disclosed in our Annual Report on Form 10-K for the year ended December 31, 2015 . The Company believes that the disclosures herein are adequate so that the information presented is not misleading; however, these financial statements should be read in conjunction with the financial statements and the notes thereto in our Annual Report on Form 10-K for the year ended December 31, 2015 . The financial data for the interim periods may not necessarily be indicative of results for future interim periods or for the full year. Basis of Presentation The accompanying unaudited consolidated financial statements were prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and related rules and regulations of the U.S. Securities and Exchange Commission (“SEC”) for interim financial reporting and include all adjustments, consisting only of normal recurring adjustments which are, in the opinion of management, necessary for a fair statement of the results for the interim period. The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates or assumptions that affect the reported amounts and disclosures in the consolidated financial statements. Actual results could differ from these estimates or assumptions. In the quarter ended June 30, 2016 , the Company changed its presentation of goodwill within its consolidated statements of financial condition from a component of total "Other long-term assets" to "Goodwill". Amounts for the comparative prior fiscal year period have been reclassified to conform to the current year presentation. This reclassification had no impact on previously reported total assets or financial position and does not represent a restatement of any previously published financial results. Other long-term assets at December 31, 2015 , previously reported as $1.3 million , is $0.4 million as reclassified. Goodwill at December 31, 2015 is $0.9 million as reclassified. Principles of Consolidation The Company consolidates all majority-owned subsidiaries. In addition, as of June 30, 2016 , Manning & Napier holds an economic interest of approximately 17.4% in Manning & Napier Group but, as managing member, controls all of the business and affairs of Manning & Napier Group. As a result, the Company consolidates the financial results of Manning & Napier Group and records a noncontrolling interest on its consolidated statements of financial condition with respect to the remaining economic interest in Manning & Napier Group held by Manning & Napier Group Holdings, LLC (“M&N Group Holdings”) and Manning & Napier Capital Company, LLC (“MNCC”). All material intercompany transactions have been eliminated in consolidation. In accordance with Accounting Standards Codification ("ASU") 2015-02, Consolidation (Topic 810) – Amendments to the Consolidation Analysis , the determination of whether a company is required to consolidate an entity is based on, among other things, an entity’s purpose and design, a company’s ability to direct the activities of the entity that most significantly impact the entity’s economic performance, and whether a company is obligated to absorb losses or receive benefits that could potentially be significant to the entity. The standard also requires ongoing assessments of whether a company is the primary beneficiary of a variable interest entity (“VIE”). The Company provides seed capital to its investment teams to develop new products and services for its clients. The original seed investment may represent all or a majority of the equity investment in the new product. Pursuant to U.S. GAAP, the Company evaluates its seed investments on a regular basis and consolidates such investments for which it holds a controlling financial interest. The Company serves as the investment adviser for Manning & Napier Fund, Inc. series of mutual funds (the “Fund”), Exeter Trust Company Collective Investment Trusts (“CIT”), Rainier Investment Management Mutual Funds and Rainier Multiple Investment Trust. The Fund, CIT, Rainier Investment Management Mutual Funds and Rainier Multiple Investment Trust are legal entities, the business and affairs of which are managed by their respective boards of directors. As a result, each of these entities is a voting interest entity (“VOE”). The Company holds, in limited cases, direct investments in a fund (which are made on the same terms as are available to other investors) and consolidates each of these entities where it has a controlling financial interest or a majority voting interest. Cash and Cash Equivalents The Company considers all highly liquid investments with original maturities of three months or less to be cash equivalents. Cash and cash equivalents are primarily held in operating accounts at major financial institutions and also in money market securities. Cash equivalents are stated at cost, which approximates market value due to the short-term maturity of these investments. The fair value of cash equivalents have been classified as Level 1 in accordance with the fair value hierarchy. Investment Securities Investment securities are classified as either trading or available-for-sale and are carried at fair value. Fair value is determined based on quoted market prices in active markets for identical or similar instruments. Investment securities classified as trading consist of equity securities, fixed income securities, and investments in mutual funds and hedge funds for which the Company provides advisory services. Realized and unrealized gains and losses on trading securities are recorded in net gains (losses) on investments in the consolidated statements of operations. At June 30, 2016 , trading securities consist solely of investments held by the Company to provide initial cash seeding for product development purposes. Goodwill and Intangible Assets Goodwill represents the excess cost over the fair value of the identifiable net assets of acquired companies. Identifiable intangible assets generally represent the cost of client relationships and investment management agreements acquired as well as trademarks. Goodwill and indefinite-lived assets are tested for impairment annually or more frequently if events or circumstances indicate that the carrying value may not be recoverable. Intangible assets subject to amortization are tested for impairment whenever events or circumstances indicate that the carrying value may not be recoverable. Goodwill and intangible assets require significant management estimate and judgment, including the valuation and expected life determination in connection with the initial purchase price allocation and the ongoing evaluation for impairment. Operating Segments The Company operates in one segment, the investment management industry. The Company primarily provides investment management services to separately managed accounts, mutual funds and collective investment trust funds. Management assesses the financial performance of these vehicles on a combined basis. Revenue The majority of the Company’s revenues are based on fees charged to manage customers’ portfolios. Investment management fees are generally computed as a percentage of assets under management ("AUM") and recognized as earned. Fees for providing investment advisory services are computed and billed in accordance with the provisions of the applicable investment management agreements. For the Company’s separately managed accounts, clients either pay investment management fees in advance, typically for a semi-annual or quarterly period, or in arrears, typically for a monthly or quarterly period. When investment management fees are paid in advance, the Company defers the revenue and recognizes it over the applicable period. When investment management fees are paid in arrears, the Company estimates revenues based on AUM market values as of the most recent month end date, and adjusts to actual when billed. For mutual funds and collective investment trust vehicles, the Company’s fees are calculated and earned daily based on AUM. The Company has agreements with third parties who provide distribution and administrative services for its mutual funds, collective investment trusts and certain separately managed accounts. Third party agreements are evaluated against Financial Accounting Standards Board ("FASB") ASC 605-45 Revenue Recognition - Principal Agent Considerations to determine whether revenue should be reported gross or net of payments to third-party service providers. In management's judgment there are various indicators that support gross revenue reporting, the most notable being the Company acts as primary obligor and therefore principal service provider. Based on this evaluation, investment management service revenue is recorded gross of distribution and administrative fees paid to third parties. Advisory Agreements The Company derives significant revenue from its role as advisor to the Fund and the CIT. The Company's investments in the Fund amounted to approximately $1.3 million as of June 30, 2016 and $1.2 million as of December 31, 2015 . Fees earned for advisory related services provided to the Fund and CIT investment vehicles were approximately $28.0 million and $56.1 million for the three and six months ended June 30, 2016 , respectively and $42.2 million and $87.4 million for the three and six months ended June 30, 2015 , respectively. These amounts represent greater than 10% of the Company's revenue in each respective period. Property and Equipment Property and equipment is presented net of accumulated depreciation of approximately $11.4 million and $8.7 million as of June 30, 2016 and December 31, 2015 , respectively. Recent Accounting Pronouncements In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers , which supersedes existing accounting standards for revenue recognition and creates a single framework. The new guidance will be effective on January 1, 2018 and requires either a retrospective or a modified retrospective approach to adoption. Early application is permitted. The Company is currently evaluating its transition method and the potential impact on its consolidated financial statements. In January 2016, the FASB issued ASU 2016-01, Recognition and Measurement of Financial Assets and Financial Liabilities, which requires all equity investments to be measured at fair value with changes in the fair value recognized through net income. ASU 2016-01 will be effective on January 1, 2018 and will result in a cumulative-effect adjustment to the balance sheet upon adoption. The Company is currently evaluating the impact that ASU 2016-01 will have on its consolidated financial statements. In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842), which is intended to increase transparency and comparability among organizations by recognizing all lease transactions (with terms in excess of 12 months) on the balance sheet as a lease liability and a right-of-use asset (as defined). The new guidance will be effective for fiscal years beginning after December 15, 2018, with earlier application permitted. Upon adoption, the lessee will apply the new standard retrospectively to all periods presented or retrospectively using a cumulative effect adjustment in the year of adoption. The Company is currently evaluating the impact that ASU 2016-02 will have on its consolidated financial statements. In March 2016, the FASB issued ASU 2016-09, Stock Compensation (Topic 718), which is intended to simplify several aspects of the accounting for share-based payment award transactions. The guidance will be effective for the fiscal year beginning after December 15, 2016, including interim periods within that year. Early application is permitted. The Company is currently evaluating the impact that ASU 2016-09 will have on its consolidated financial statements. |
Acquisitions
Acquisitions | 6 Months Ended |
Jun. 30, 2016 | |
Business Combinations [Abstract] | |
Acquisitions | Acquisitions On April 30, 2016 , the Company acquired a majority ownership interest in Rainier Investment Management, LLC ("Rainier”), an active investment management firm. Rainier specializes in capitalization-based U.S. and non-U.S. equity strategies and is headquartered in Seattle, Washington. Under the terms of the transaction, the Company acquired a 75% ownership interest in Rainier, with the remaining 25% ownership maintained by key professionals at Rainier. The transaction serves to further diversify the Company's product offerings, enhance its positioning as a provider to defined contribution plans, and broaden its geographic coverage of the western United States. Consideration transferred included an upfront cash payment on the transaction closing date of $13.0 million . Additional cash payments of up to $32.5 million over a four year period are contingent upon Rainier’s achievement of certain annual financial targets. The fair value of the liability for this contingent consideration recognized on the acquisition date was $3.5 million . As of June 30, 2016 the fair value of the contingent liability was $3.5 million and is included in other long-term liabilities within the consolidated statements of financial condition. The transaction was accounted for by the Company using the acquisition method under ASC 805, Business Combinations . The following table summarizes the preliminary allocation of the April 30, 2016 purchase price to the assets acquired and liabilities assumed (in thousands): Assets acquired Current assets $ 6,998 Property and equipment, net 783 Intangible assets Client relationships 9,320 Trademarks 270 Goodwill 3,962 Total assets acquired 21,333 Liabilities assumed Accounts payable and accrued expenses 3,703 Other liabilities 1,204 Total liabilities assumed 4,907 Purchase price $ 16,426 The amounts allocated to the Rainier assets acquired and liabilities assumed are preliminary pending completion of the final purchase price allocation, primarily in the area of accounting for income taxes. The goodwill of $4.0 million represents the excess of the purchase price over the fair value of identifiable tangible and intangible assets acquired and, in management's opinion, is largely attributable to the value expected from the synergies created through the integration of Rainier's operations, the reputation and expertise of Rainier in the asset management industry, and the existing workforce of Rainier. The goodwill recognized as a result of the acquisition is expected to be deductible for tax purposes. The intangible assets for client relationships include those for separately managed accounts, mutual funds, and collective investment trusts. The client relationships for separately managed accounts were valued at $1.5 million and are being amortized over an estimated useful life of 6 years. Those for mutual funds and collective investment trusts, valued at approximately $7.8 million , are indefinite-lived, and as such, are not being amortized. The fair value of the contingent consideration was measured using a Monte Carlo simulation with various unobservable market data inputs, which are Level 3 measurements. Significant unobservable inputs include projected revenue growth, projected EBITDA margins and discount rates over the four year earn-out period. For purposes of the simulation, EBITDA generally means net income before interest expense, income taxes, depreciation and amortization expense. A summary of various assumption values follows: Projected revenue growth up to 7.0% Projected EBITDA margins 12.4% to 29.3% Market price of risk 7.8% Earn-out payment discount rate 3.0% to 3.6% Significant increases (decreases) in projected AUM or revenue could result in a significantly higher (lower) contingent consideration liability fair value. The 25% ownership maintained by key professionals at Rainier is subject to service-based vesting over the five -year period following the acquisition. The Company has the option to repurchase any vested ownership interests upon termination of employment, at a price based on the post-acquisition financial results of Rainier for the most recent four -quarter period preceding the employee's termination date. This repurchase price is recognized as a liability within the consolidated statements of financial condition. The carrying value of this liability was $0 on the acquisition date, and less than $0.1 million as of June 30, 2016 . |
Noncontrolling Interests
Noncontrolling Interests | 6 Months Ended |
Jun. 30, 2016 | |
Noncontrolling Interest [Abstract] | |
Noncontrolling Interests | Noncontrolling Interests Manning & Napier holds an economic interest of approximately 17.4% in Manning & Napier Group, but as managing member controls all of the business and affairs of Manning & Napier Group. As a result, the Company consolidates the financial results of Manning & Napier Group and records a noncontrolling interest on its consolidated statement of financial condition with respect to the remaining approximately 82.6% aggregate economic interest in Manning & Napier Group held by M&N Group Holdings and MNCC. Net income attributable to noncontrolling interests on the statements of operations represents the portion of earnings attributable to the economic interest in Manning & Napier Group held by the noncontrolling interests. The following provides a reconciliation from “Income before provision for income taxes” to “Net income attributable to Manning & Napier, Inc.”: Three months ended June 30, Six months ended June 30, 2016 2015 2016 2015 (in thousands) Income before provision for income taxes $ 23,243 $ 32,289 $ 47,101 $ 70,879 Less: loss before provision for income taxes of Manning & Napier, Inc. (a) (2 ) (6 ) (19 ) (24 ) Income before provision for income taxes, as adjusted 23,245 32,295 47,120 70,903 Controlling interest percentage (b) 17.2 % 16.7 % 17.0 % 15.6 % Net income attributable to controlling interest 4,010 5,454 7,988 11,068 Plus: loss before provision for income taxes of Manning & Napier, Inc. (a) (2 ) (6 ) (19 ) (24 ) Income before income taxes attributable to Manning & Napier, Inc. 4,008 5,448 7,969 11,044 Less: provision for income taxes of Manning & Napier, Inc. (c) 1,403 1,945 2,946 4,232 Net income attributable to Manning & Napier, Inc. $ 2,605 $ 3,503 $ 5,023 $ 6,812 ________________________ a) Manning & Napier, Inc. incurs certain gains or expenses that are only attributable to it and are therefore excluded from the net income attributable to noncontrolling interests. b) Income before provision for income taxes is allocated to the controlling interest based on the percentage of units of Manning & Napier Group held by Manning & Napier, Inc. The amount represents the Company's weighted ownership of Manning & Napier Group for the respective periods. c) The consolidated provision for income taxes is equal to the sum of (i) the provision for income taxes for entities other than Manning & Napier, Inc. and (ii) the provision for income taxes of Manning & Napier, Inc. which includes all U.S. federal and state income taxes. The consolidated provision for income taxes was $1.5 million and $3.2 million for the three and six months ended June 30, 2016 , respectively and $2.1 million and $4.6 million for the three and six months ended June 30, 2015 , respectively. A total of 65,784,571 units of Manning & Napier Group are held by the noncontrolling interests as of June 30, 2016 . Pursuant to the terms of the exchange agreement entered into at the time of the Company's initial public offering, such units may be exchangeable for shares of the Company's Class A common stock. For any units exchanged, the Company will (i) pay an amount of cash equal to the number of units exchanged multiplied by the value of one share of the Company's Class A common stock less a market discount and expected expenses, or, at the Company's election, (ii) issue shares of the Company's Class A common stock on a one-for-one basis, subject to customary adjustments. As the Company receives units of Manning & Napier Group that are exchanged, the Company's ownership of Manning & Napier Group will increase. On April 27, 2016, M&N Group Holdings and MNCC exchanged a total of 2,111,913 Class A units of Manning & Napier Group for approximately $16.1 million in cash. Subsequent to the exchange, the Class A units were retired. In addition, during the quarter ended June 30, 2016, equity awards issued under the 2011 Equity Compensation Plan (the "Equity Plan") vested (Note 12) for which Manning & Napier, Inc. acquired an equivalent number of Class A units of Manning & Napier Group. These acquisitions of additional operating membership interests were treated as reorganizations of entities under common control as required by ASC 805 " Business Combination ". As a result of the aforementioned transactions, the Company's economic ownership in Manning & Napier Group increased to 17.4% . At June 30, 2016 and December 31, 2015 , the Company had recorded a liability of $42.0 million and $41.9 million , respectively, representing the estimated payments due to the selling unit holders under the tax receivable agreement ("TRA") entered into between Manning & Napier and the holders of Manning & Group. Of these amounts, $3.3 million were included in accrued expenses and other liabilities at June 30, 2016 and December 31, 2015 . The Company made no payments pursuant to the TRA during the six months ended June 30, 2016 and 2015 . Obligations pursuant to the TRA are obligations of Manning & Napier. They do not impact the noncontrolling interests. These obligations are not income tax obligations. Furthermore, the TRA has no impact on the allocation of the provision for income taxes to the Company’s net income. |
Investment Securities
Investment Securities | 6 Months Ended |
Jun. 30, 2016 | |
Investments [Abstract] | |
Investment Securities | Investment Securities The following represents the Company’s investment securities holdings as of June 30, 2016 and December 31, 2015 : June 30, 2016 Cost Unrealized Gains Unrealized Losses Fair Value (in thousands) Available-for-sale securities U.S. Treasury notes (0.35%, 10/31/2016) $ 2,105 $ — $ — $ 2,105 Trading securities Equity securities 7,068 Fixed income securities 8,610 Mutual funds 279 Mutual funds - consolidated funds 999 16,956 Total investment securities $ 19,061 December 31, 2015 Cost Unrealized Gains Unrealized Losses Fair Value (in thousands) Available-for-sale securities U.S. Treasury notes (0.35%, 10/31/2016) $ 2,105 $ — $ (6 ) $ 2,099 Trading securities Equity securities 8,967 Fixed income securities 7,624 Mutual funds 116 Mutual funds - consolidated funds 1,107 Hedge funds 2,654 20,468 Total investment securities $ 22,567 Investment securities are classified as either trading or available-for-sale and are carried at fair value. Fair value is determined based on quoted market prices in active markets for identical or similar instruments. Investment securities classified as trading consist of equity securities, fixed income securities and investments in mutual funds and hedge funds for which the Company provides advisory services. At June 30, 2016 and December 31, 2015 , trading securities consist solely of investments held by the Company to provide initial cash seeding for product development purposes. The Company recognized approximately $ 1.7 million of net unrealized gains and $ 0.4 million of net unrealized losses related to investments classified as trading during the six months ended June 30, 2016 and 2015 , respectively. Investment securities classified as available-for-sale consist of U.S. Treasury notes for compliance with certain regulatory requirements. As of June 30, 2016 and December 31, 2015 , $0.6 million of these securities was considered restricted. The Company periodically reviews each individual security position that has an unrealized loss, or impairment, to determine if that impairment is other-than-temporary. No other-than-temporary impairment charges have been recognized by the Company during the six months ended June 30, 2016 and 2015 . |
Derivative Instruments
Derivative Instruments | 6 Months Ended |
Jun. 30, 2016 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Derivative Instruments | Derivative Instruments The Company enters into futures contracts for product development purposes. Futures are commitments either to purchase or sell a designated financial instrument, currency, commodity or an index at a specified future date for a specified price and may be settled in cash or another financial asset. Upon entering into a futures contract, the Company is required to pledge to the broker an amount of cash, which is reported in due from broker within the consolidated statements of financial condition. Futures contracts have little credit risk because the counterparties are futures exchanges. The Company does not hold any derivatives in a formal hedge relationship under ASC 815-10, Derivatives and Hedging. As of June 30, 2016 , the Company had no open futures contracts. The following table presents the notional value and fair value as of December 31, 2015 for derivative instruments not designated as hedging instruments: December 31, 2015 Fair Value Notional Value Asset Derivative Liability Derivative (in thousands) Interest rate futures $ 124,470 $ 169 $ (112 ) Index futures 3,715 57 (47 ) Commodity futures 2,440 27 (30 ) Currency futures 6,921 35 (43 ) Total derivatives $ 137,546 $ 288 $ (232 ) As of December 31, 2015 , the derivative assets and liabilities were included in due from broker in the consolidated statements of financial condition. Derivative activity concluded on February 4, 2016 with a year to date average volume of derivative activity (measured in terms of notional value) of approximately $127.8 million . The average notional volume of derivative activity for the six months ended June 30, 2015 was approximately $233.1 million . The following table presents the gains (losses) recognized in net gains (losses) on investments in the consolidated statements of operations for the six months ended June 30, 2016 and 2015 : Three months ended June 30, Six months ended June 30, 2016 2015 2016 2015 (in thousands) Interest rate futures $ — $ (661 ) $ 494 $ (543 ) Index futures — 19 (37 ) 90 Commodity futures — 3 (13 ) 23 Currency futures — (236 ) (102 ) 59 Gains (losses) recognized, net $ — $ (875 ) $ 342 $ (371 ) The Company discloses information about offsetting and related arrangements to enable users of its financial statements to understand the effect of those arrangements on its financial position in accordance with ASU 2011-11, Disclosures about Offsetting Assets and Liabilities . The derivatives instruments are subject to a master netting agreement allowing for the netting of assets and liabilities on the consolidated statements of financial position. The following table presents the offsetting of managed futures as of June 30, 2016 and December 31, 2015 : Gross Amounts of Recognized Liabilities Gross Amounts Offset in the Statement of Financial Position Net Amounts of Assets (Liabilities) Presented in the Statement of Financial Position Financial Instruments Cash Collateral Received (Pledged) Net Amount (in thousands) June 30, 2016 $ — $ — $ — $ — $ — $ — December 31, 2015 $ (232 ) $ 288 $ 56 $ — $ — $ 56 |
Fair Value Measurements
Fair Value Measurements | 6 Months Ended |
Jun. 30, 2016 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Fair Value Measurements Fair value is defined as the price that the Company would receive upon selling an investment in an orderly transaction to an independent buyer in the principal or most advantageous market of the investment. A fair value hierarchy is provided that gives the highest priority to unadjusted quoted prices in active markets for identical assets and liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3). The following three-tier fair value hierarchy prioritizes the inputs used in measuring fair value: • Level 1—observable inputs such as quoted prices in active markets for identical securities; • Level 2—other significant observable inputs (including but not limited to quoted prices for similar securities, interest rates, prepayment rates, credit risk, etc.); and • Level 3—significant unobservable inputs (including the Company’s own assumptions in determining the fair value of investments). The following provides the hierarchy of inputs used to derive the fair value of the Company’s financial instruments measured at fair value on a recurring basis as of June 30, 2016 and December 31, 2015 : June 30, 2016 Level 1 Level 2 Level 3 Totals (in thousands) Equity securities $ 7,068 $ — $ — $ 7,068 Fixed income securities 1,122 7,488 — 8,610 Mutual funds 279 — — 279 Mutual funds - consolidated funds 999 — — 999 U.S. Treasury notes — 2,105 — 2,105 Total assets at fair value $ 9,468 $ 9,593 $ — $ 19,061 Contingent consideration liability $ — $ — $ 3,500 $ 3,500 Total liabilities at fair value $ — $ — $ 3,500 $ 3,500 December 31, 2015 Level 1 Level 2 Level 3 Totals (in thousands) Equity securities $ 8,967 $ — $ — $ 8,967 Fixed income securities 1,008 6,616 — 7,624 Mutual funds 116 — — 116 Mutual funds - consolidated funds 1,107 — — 1,107 Hedge funds — 2,654 — 2,654 U.S. Treasury notes — 2,099 — 2,099 Derivatives 288 — — 288 Total assets at fair value $ 11,486 $ 11,369 $ — $ 22,855 Derivatives $ 232 $ — $ — $ 232 Total liabilities at fair value $ 232 $ — $ — $ 232 Valuations of investments in fixed income securities and U.S. Treasury notes can generally be obtained through independent pricing services. For most bond types, the pricing service utilizes matrix pricing, which considers one or more of the following factors: yield or price of bonds of comparable quality, coupon, maturity, current cash flows, type and current day trade information, as well as dealer supplied prices. These valuations are categorized as Level 2 in the hierarchy. The changes in financial assets and (liabilities) measured at fair value using significant unobservable inputs (Level 3) for the six months ended June 30, 2016 are presented in the table below: Value as of December 31, 2015 Purchases Sales Redemptions/ Settlements/ Other Transfers Realized and unrealized gains/(losses), net Value as of June 30, 2016 (in thousands) Contingent consideration liability $ — $ (3,500 ) n/a $ — n/a $ — $ (3,500 ) There were no Level 3 securities held by the Company at December 31, 2015 . The Company’s policy is to recognize transfers in and transfers out of the valuation levels as of the beginning of the reporting period. There were no transfers between Levels during the six months ended June 30, 2016 . |
Accrued Expenses and Other Liab
Accrued Expenses and Other Liabilities | 6 Months Ended |
Jun. 30, 2016 | |
Accounts Payable and Accrued Liabilities [Abstract] | |
Accrued Expenses and Other Liabilities | Accrued Expenses and Other Liabilities Accrued expenses and other liabilities as of June 30, 2016 and December 31, 2015 consisted of the following: June 30, 2016 December 31, 2015 (in thousands) Accrued bonus and sales commissions $ 17,383 $ 22,584 Accrued payroll and benefits 2,654 2,844 Accrued sub-transfer agent fees 4,527 6,148 Dividends payable 2,405 2,361 Amounts payable under tax receivable agreement 3,278 3,278 Other accruals and liabilities 3,971 5,265 $ 34,218 $ 42,480 |
Borrowings
Borrowings | 6 Months Ended |
Jun. 30, 2016 | |
Debt Disclosure [Abstract] | |
Borrowings | Borrowings Revolving Credit Facility On April 23, 2015, Manning & Napier, Inc., Manning & Napier Group and MNA (collectively, the "Borrowers") entered into an unsecured revolving credit agreement (the "Credit Agreement") with Wells Fargo Bank, National Association, as administrative agent, lender, swingline lender and issuing bank, Manufacturers and Traders Trust Company, as syndication agent and lender, and First Niagara Bank, The Bank of New York Mellon, and The Huntington National Bank, as lenders (collectively, the "Lenders") that has a four -year term (until April 23, 2019) and provides borrowing capacity of up to $100.0 million , with a feature providing for an increase in the line to $150.0 million on approval by the Lenders. The Credit Agreement also provides for a $5.0 million sub-limit for the issuance of standby letters of credit and a $5.0 million swingline facility. At June 30, 2016 , there were no amounts outstanding under the Credit Agreement and the Company had the capacity to draw on the entire $100.0 million under the Credit Agreement. Amounts outstanding under the Credit Agreement bear interest at an annual rate equal to, at the Company's option, either LIBOR (adjusted for reserves and not below 0.0% ) for interest periods of one, two, three or six months or a base rate (as defined in the Credit Agreement), plus, in each case, an applicable margin. The applicable margins range from 1.50% to 2.50% in the case of LIBOR-based loans, and 0.50% to 1.50% in the case of base rate loans. Under the terms of the Credit Agreement, the Company is also required to pay certain fees, including among other things a one-time initial commitment fee, and a quarterly fee based on the average unused amount of the facility ranging from 0.25% to 0.45% . The Credit Agreement contains customary covenants, including covenants that restrict (subject in certain instances to minimum thresholds or exceptions) the ability of the Company and certain of its subsidiaries to incur additional indebtedness, create liens, merge, dispose of assets, and make distributions, dividends, investments or capital expenditures, among other things. In addition, the Credit Agreement contains certain financial covenants, including: (i) a minimum interest coverage ratio (generally, adjusted EBITDA to interest expense as defined in and for the period specified in the Credit Agreement) of at least 4.00 :1.00 and (ii) a leverage ratio (generally, total debt as of any date to adjusted EBITDA as defined in and for the period specified in the Credit Agreement) of no greater than 2.75 :1.00. For purposes of the Credit Agreement, adjusted EBITDA generally means, for any period, net income of the Company before interest expense, income taxes, depreciation and amortization expense, non-cash stock-based compensation expense, and certain non-cash nonrecurring gains and losses as described in and specified under the Credit Agreement. At June 30, 2016 , the Company was in compliance with all financial covenants under the Credit Agreement. The Credit Agreement also contains customary provisions regarding events of default which could result in an acceleration of amounts due under the facility. Such events of default include the Company's failure to pay principal or interest when due, the Company's failure to satisfy or comply with covenants and a change of control. |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Jun. 30, 2016 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies The Company may from time to time enter into agreements that contain certain representations and warranties and which provide general indemnifications. The Company may also serve as a guarantor of such obligations of one or more of the Manning & Napier Group entities. The Company’s maximum exposure under these arrangements is unknown, as this would involve future claims that may be made against the Company that have not yet occurred. The Company expects any risk of liability associated with such guarantees to be remote. Regulation As an investment adviser to a variety of investment products, the Company and its affiliated broker-dealer are subject to routine reviews and inspections by the SEC, Financial Industry Regulatory Authority, Inc., National Futures Association and U.S. Commodity Futures Trading Commission. From time to time, the Company may also be subject to claims, be involved in various legal proceedings arising in the ordinary course of its business and be subject to other contingencies. The Company does not believe that the outcome of any of these reviews, inspections or other legal proceedings will have a material impact on its consolidated financial statements; however, litigation is subject to many uncertainties, and the outcome of individual litigated matters is difficult to predict. The Company will establish accruals for matters that are probable, can be reasonably estimated, and may take into account any related insurance recoveries to the extent of such recoveries. As of June 30, 2016 and December 31, 2015 , the Company has not accrued for any such claims, legal proceedings, or other contingencies. |
Earnings per Common Share
Earnings per Common Share | 6 Months Ended |
Jun. 30, 2016 | |
Earnings Per Share [Abstract] | |
Earnings per Common Share | Earnings per Common Share Basic earnings per share (“basic EPS”) is computed using the two-class method to determine net income available to Class A common stock. The two-class method includes an earnings allocation formula that determines earnings per share for each participating security according to dividends declared and undistributed earnings for the period. The Company's restricted Class A common shares granted under the 2011 Equity Compensation Plan (the "Equity Plan") have non-forfeitable dividend rights during their vesting period and are therefore considered participating securities under the two-class method. Under the two-class method, the Company's net income available to Class A common stock is reduced by the amount allocated to the unvested restricted Class A common stock. Basic EPS is calculated by dividing net income available to Class A common stock by the weighted average number of common shares outstanding during the period. Diluted earnings per share (“diluted EPS”) is computed under the more dilutive of either the treasury method or the two-class method. For the diluted calculation, the weighted average number of common shares outstanding during the period is increased by the assumed conversion into Class A common stock of the unvested equity awards and the exchangeable units of Manning & Napier Group, to the extent that such conversion would dilute earnings per share. The following is a reconciliation of the income and share data used in the basic and diluted earnings per share computations for the three and six months ended June 30, 2016 and 2015 under the two-class method: Three months ended June 30, Six months ended June 30, 2016 2015 2016 2015 (in thousands, except share data) Net income attributable to controlling and noncontrolling interests $ 21,698 $ 30,208 $ 43,882 $ 66,319 Less: net income attributable to noncontrolling interests 19,093 26,705 38,859 59,507 Net income attributable to Manning & Napier, Inc. $ 2,605 $ 3,503 $ 5,023 $ 6,812 Less: allocation to participating securities 172 234 334 236 Net income available to Class A common stock $ 2,433 $ 3,269 $ 4,689 $ 6,576 Weighted average shares of Class A common stock outstanding - basic 13,960,768 13,739,923 13,852,949 13,726,804 Dilutive effect from unvested equity awards 282,811 262,210 356,862 238,851 Weighted average shares of Class A common stock outstanding - diluted 14,243,579 14,002,133 14,209,811 13,965,655 Net income available to Class A common stock per share - basic $ 0.17 $ 0.24 $ 0.34 $ 0.48 Net income available to Class A common stock per share - diluted $ 0.17 $ 0.23 $ 0.33 $ 0.47 The Company’s Class B common stock represent voting interests and do not participate in the earnings of the Company. Accordingly, there is no basic or diluted EPS related to the Company’s Class B common stock. For the three and six months ended June 30, 2016 , 990,000 and 1,010,000 unvested equity awards, respectively, were excluded from the calculation of diluted earnings per common share because the effect would have been anti-dilutive. For the three and six months ended June 30, 2015 , 1,040,000 unvested equity awards were excluded from the calculation of diluted earnings per common share because the effect would have been anti-dilutive. For the three and six months ended June 30, 2015 , 163,632 unvested equity awards were also excluded from the calculation of diluted earnings per common share because the performance conditions associated with the vesting of such awards had not yet been satisfied. At June 30, 2016 and 2015 there were 65,784,571 and 67,896,484 Class A Units of Manning & Napier Group outstanding, respectively, which, subject to certain restrictions, may be exchangeable for up to an equivalent number of the Company's Class A common stock. These units were not included in the calculation of diluted earnings per common share for either of the aforementioned periods because the effect would have been anti-dilutive. |
Equity Based Compensation
Equity Based Compensation | 6 Months Ended |
Jun. 30, 2016 | |
Share-based Compensation [Abstract] | |
Equity Based Compensation | Equity Based Compensation The Equity Plan was adopted by the Company's board of directors and approved by the Company's stockholders prior to the consummation of the IPO. A total of 13,142,813 equity interests are authorized for issuance. The equity interests may be issued in the form of the Company's Class A common stock, restricted stock units, units of Manning & Napier Group, or certain classes of membership interests in the Company which may convert into units of Manning & Napier Group. During the six months ended June 30, 2016 , 72,410 equity awards were granted under the Equity Plan. These awards consisted of Class A common stock that vested immediately. The following table summarizes the equity award activity for the six months ended June 30, 2016 under the Company's Equity Plan: Restricted Stock Awards Weighted Average Grant Date Fair Value Stock awards outstanding at January 1, 2016 2,031,629 $ 12.92 Granted 72,410 $ 8.38 Vested (409,479 ) $ 14.32 Forfeited (163,814 ) $ 10.52 Stock awards outstanding at June 30, 2016 1,530,746 $ 12.59 The weighted average grant date fair value of Equity Plan awards granted during the six-months ended June 30, 2016 and 2015 was $8.38 and $11.89 , respectively, based on the closing sale price of Manning & Napier Inc.'s Class A common stock as reported on the New York Stock Exchange on the date of grant, and, when applicable, reduced by the present value of the dividends expected to be paid on the underlying shares during the requisite service period. Restricted stock unit awards are not entitled to dividends declared on the underlying shares of Class A common stock until the awards vest. For the three and six months ended June 30, 2016 , the Company recorded approximately $0.8 million and $2.1 million , respectively, of compensation expense related to awards under the Equity Plan. For the three and six months ended June 30, 2015 , the Company recorded approximately $1.9 million and $2.5 million , respectively of compensation expense related to awards under the Equity Plan. As of June 30, 2016 , there was unrecognized compensation expense related to Equity Plan awards of approximately $12.4 million , which the Company expects to recognize over a weighted average period of approximately 4.0 years . |
Income Taxes
Income Taxes | 6 Months Ended |
Jun. 30, 2016 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes The Company is comprised of entities that have elected to be treated as either a limited liability company ("LLC") or a “C-Corporation". As such, the entities functioning as LLC’s are not liable for or able to benefit from U.S. federal and most state income taxes on their earnings, and earnings (losses) will be included in the personal income tax returns of each entity’s unit holders. The entities functioning as C-Corporations are liable for or able to benefit from U.S. federal and state and local income taxes on their earnings and losses, respectively. The Company’s income tax provision and effective tax rate were as follows: Three months ended June 30, Six months ended June 30, 2016 2015 2016 2015 (in thousands) Earnings from continuing operations before income taxes $ 23,243 $ 32,289 $ 47,101 $ 70,879 Effective tax rate 6.6 % 6.4 % 6.8 % 6.4 % Provision for income taxes 1,545 2,081 3,219 4,560 Provision for income taxes 35% 8,135 11,301 16,485 24,808 Difference between tax at effective vs. statutory rate $ (6,590 ) $ (9,220 ) $ (13,266 ) $ (20,248 ) For the three and six months ended months ended June 30, 2016 and 2015 , the difference between the Company’s recorded provision and the provision that would result from applying the U.S. statutory rate of 35% is primarily attributable to the benefit resulting from the fact that a significant portion of the Company’s operations include a series of flow-through entities which are generally not subject to federal and most state income taxes. Accordingly, a portion of the Company’s earnings are not subject to corporate level taxes. |
Related Party Transactions
Related Party Transactions | 6 Months Ended |
Jun. 30, 2016 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Related Party Transactions Transactions with noncontrolling members From time to time, the Company may be asked to provide certain services, including accounting, legal and other administrative functions for the noncontrolling members of Manning & Napier Group. While immaterial, the Company has not received any reimbursement for such services. The Company manages the personal funds of certain of the Company's executive officers, including William Manning. Pursuant to the respective investment management agreements, in some instances the Company waives or reduces its regular advisory fees for these accounts and personal funds utilized to incubate products. The aggregate value of the fees earned was approximately $0.1 million and fees waived was less than $0.1 million for the six months ended June 30, 2016 . Affiliated fund transactions The Company has agreements to serve as the investment manager of Manning & Napier Fund, Inc. and Rainier Investment Management Mutual Funds, with which certain of its officers are affiliated. Under the terms of these agreements, the Company receives a fee based on an annual percentage of the average daily net assets of each series within the affiliated funds. The Company has contractually agreed to limit its fees and reimburse expenses to limit operating expenses incurred by certain of the affiliated fund series. The investment management and operating expense agreements are generally reviewed and continued annually by the affiliated funds' boards of directors. |
Subsequent Events
Subsequent Events | 6 Months Ended |
Jun. 30, 2016 | |
Subsequent Events [Abstract] | |
Subsequent Events | Subsequent Events Distributions and dividends On July 26, 2016 , the Board of Directors approved a distribution from Manning & Napier Group to Manning & Napier and the noncontrolling interests of Manning & Napier Group. The amount of the distribution to the members of Manning & Napier Group is $16.9 million , of which approximately $14.0 million is expected to be payable to the noncontrolling interests. Concurrently, the Board of Directors declared a $0.16 per share dividend to the holders of Class A common stock. The dividend is payable on or about November 1, 2016 to shareholders of record as of October 14, 2016 . |
Summary of Significant Accoun24
Summary of Significant Accounting Policies (Policies) | 6 Months Ended |
Jun. 30, 2016 | |
Accounting Policies [Abstract] | |
Critical Accounting Policies | Critical Accounting Policies There have been no significant changes in our critical accounting policies and estimates from those that were disclosed in our Annual Report on Form 10-K for the year ended December 31, 2015 . The Company believes that the disclosures herein are adequate so that the information presented is not misleading; however, these financial statements should be read in conjunction with the financial statements and the notes thereto in our Annual Report on Form 10-K for the year ended December 31, 2015 . The financial data for the interim periods may not necessarily be indicative of results for future interim periods or for the full year. |
Basis of Presentation | Basis of Presentation The accompanying unaudited consolidated financial statements were prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and related rules and regulations of the U.S. Securities and Exchange Commission (“SEC”) for interim financial reporting and include all adjustments, consisting only of normal recurring adjustments which are, in the opinion of management, necessary for a fair statement of the results for the interim period. The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates or assumptions that affect the reported amounts and disclosures in the consolidated financial statements. Actual results could differ from these estimates or assumptions. In the quarter ended June 30, 2016 , the Company changed its presentation of goodwill within its consolidated statements of financial condition from a component of total "Other long-term assets" to "Goodwill". Amounts for the comparative prior fiscal year period have been reclassified to conform to the current year presentation. This reclassification had no impact on previously reported total assets or financial position and does not represent a restatement of any previously published financial results. Other long-term assets at December 31, 2015 , previously reported as $1.3 million , is $0.4 million as reclassified. Goodwill at December 31, 2015 is $0.9 million as reclassified. |
Principles of Consolidation | Principles of Consolidation The Company consolidates all majority-owned subsidiaries. In addition, as of June 30, 2016 , Manning & Napier holds an economic interest of approximately 17.4% in Manning & Napier Group but, as managing member, controls all of the business and affairs of Manning & Napier Group. As a result, the Company consolidates the financial results of Manning & Napier Group and records a noncontrolling interest on its consolidated statements of financial condition with respect to the remaining economic interest in Manning & Napier Group held by Manning & Napier Group Holdings, LLC (“M&N Group Holdings”) and Manning & Napier Capital Company, LLC (“MNCC”). All material intercompany transactions have been eliminated in consolidation. In accordance with Accounting Standards Codification ("ASU") 2015-02, Consolidation (Topic 810) – Amendments to the Consolidation Analysis , the determination of whether a company is required to consolidate an entity is based on, among other things, an entity’s purpose and design, a company’s ability to direct the activities of the entity that most significantly impact the entity’s economic performance, and whether a company is obligated to absorb losses or receive benefits that could potentially be significant to the entity. The standard also requires ongoing assessments of whether a company is the primary beneficiary of a variable interest entity (“VIE”). The Company provides seed capital to its investment teams to develop new products and services for its clients. The original seed investment may represent all or a majority of the equity investment in the new product. Pursuant to U.S. GAAP, the Company evaluates its seed investments on a regular basis and consolidates such investments for which it holds a controlling financial interest. The Company serves as the investment adviser for Manning & Napier Fund, Inc. series of mutual funds (the “Fund”), Exeter Trust Company Collective Investment Trusts (“CIT”), Rainier Investment Management Mutual Funds and Rainier Multiple Investment Trust. The Fund, CIT, Rainier Investment Management Mutual Funds and Rainier Multiple Investment Trust are legal entities, the business and affairs of which are managed by their respective boards of directors. As a result, each of these entities is a voting interest entity (“VOE”). The Company holds, in limited cases, direct investments in a fund (which are made on the same terms as are available to other investors) and consolidates each of these entities where it has a controlling financial interest or a majority voting interest. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all highly liquid investments with original maturities of three months or less to be cash equivalents. Cash and cash equivalents are primarily held in operating accounts at major financial institutions and also in money market securities. Cash equivalents are stated at cost, which approximates market value due to the short-term maturity of these investments. The fair value of cash equivalents have been classified as Level 1 in accordance with the fair value hierarchy. |
Investment Securities | Investment Securities Investment securities are classified as either trading or available-for-sale and are carried at fair value. Fair value is determined based on quoted market prices in active markets for identical or similar instruments. Investment securities classified as trading consist of equity securities, fixed income securities, and investments in mutual funds and hedge funds for which the Company provides advisory services. Realized and unrealized gains and losses on trading securities are recorded in net gains (losses) on investments in the consolidated statements of operations. At June 30, 2016 , trading securities consist solely of investments held by the Company to provide initial cash seeding for product development purposes. |
Goodwill and Intangible Assets, Policy [Policy Text Block] | Goodwill and Intangible Assets Goodwill represents the excess cost over the fair value of the identifiable net assets of acquired companies. Identifiable intangible assets generally represent the cost of client relationships and investment management agreements acquired as well as trademarks. Goodwill and indefinite-lived assets are tested for impairment annually or more frequently if events or circumstances indicate that the carrying value may not be recoverable. Intangible assets subject to amortization are tested for impairment whenever events or circumstances indicate that the carrying value may not be recoverable. Goodwill and intangible assets require significant management estimate and judgment, including the valuation and expected life determination in connection with the initial purchase price allocation and the ongoing evaluation for impairment. |
Operating Segments | Operating Segments The Company operates in one segment, the investment management industry. The Company primarily provides investment management services to separately managed accounts, mutual funds and collective investment trust funds. Management assesses the financial performance of these vehicles on a combined basis. |
Revenue | Revenue The majority of the Company’s revenues are based on fees charged to manage customers’ portfolios. Investment management fees are generally computed as a percentage of assets under management ("AUM") and recognized as earned. Fees for providing investment advisory services are computed and billed in accordance with the provisions of the applicable investment management agreements. For the Company’s separately managed accounts, clients either pay investment management fees in advance, typically for a semi-annual or quarterly period, or in arrears, typically for a monthly or quarterly period. When investment management fees are paid in advance, the Company defers the revenue and recognizes it over the applicable period. When investment management fees are paid in arrears, the Company estimates revenues based on AUM market values as of the most recent month end date, and adjusts to actual when billed. For mutual funds and collective investment trust vehicles, the Company’s fees are calculated and earned daily based on AUM. The Company has agreements with third parties who provide distribution and administrative services for its mutual funds, collective investment trusts and certain separately managed accounts. Third party agreements are evaluated against Financial Accounting Standards Board ("FASB") ASC 605-45 Revenue Recognition - Principal Agent Considerations to determine whether revenue should be reported gross or net of payments to third-party service providers. In management's judgment there are various indicators that support gross revenue reporting, the most notable being the Company acts as primary obligor and therefore principal service provider. Based on this evaluation, investment management service revenue is recorded gross of distribution and administrative fees paid to third parties. |
Advisory Agreements | Advisory Agreements The Company derives significant revenue from its role as advisor to the Fund and the CIT. The Company's investments in the Fund amounted to approximately $1.3 million as of June 30, 2016 and $1.2 million as of December 31, 2015 . Fees earned for advisory related services provided to the Fund and CIT investment vehicles were approximately $28.0 million and $56.1 million for the three and six months ended June 30, 2016 , respectively and $42.2 million and $87.4 million for the three and six months ended June 30, 2015 , respectively. These amounts represent greater than 10% of the Company's revenue in each respective period. |
Property and Equipment, Policy [Policy Text Block] | Property and Equipment Property and equipment is presented net of accumulated depreciation of approximately $11.4 million and $8.7 million as of June 30, 2016 and December 31, 2015 , respectively. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers , which supersedes existing accounting standards for revenue recognition and creates a single framework. The new guidance will be effective on January 1, 2018 and requires either a retrospective or a modified retrospective approach to adoption. Early application is permitted. The Company is currently evaluating its transition method and the potential impact on its consolidated financial statements. In January 2016, the FASB issued ASU 2016-01, Recognition and Measurement of Financial Assets and Financial Liabilities, which requires all equity investments to be measured at fair value with changes in the fair value recognized through net income. ASU 2016-01 will be effective on January 1, 2018 and will result in a cumulative-effect adjustment to the balance sheet upon adoption. The Company is currently evaluating the impact that ASU 2016-01 will have on its consolidated financial statements. In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842), which is intended to increase transparency and comparability among organizations by recognizing all lease transactions (with terms in excess of 12 months) on the balance sheet as a lease liability and a right-of-use asset (as defined). The new guidance will be effective for fiscal years beginning after December 15, 2018, with earlier application permitted. Upon adoption, the lessee will apply the new standard retrospectively to all periods presented or retrospectively using a cumulative effect adjustment in the year of adoption. The Company is currently evaluating the impact that ASU 2016-02 will have on its consolidated financial statements. In March 2016, the FASB issued ASU 2016-09, Stock Compensation (Topic 718), which is intended to simplify several aspects of the accounting for share-based payment award transactions. The guidance will be effective for the fiscal year beginning after December 15, 2016, including interim periods within that year. Early application is permitted. The Company is currently evaluating the impact that ASU 2016-09 will have on its consolidated financial statements. |
Acquisitions (Tables)
Acquisitions (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
Business Combinations [Abstract] | |
Schedule of preliminary allocation of purchase price to assets acquired and liabilities assumed | The following table summarizes the preliminary allocation of the April 30, 2016 purchase price to the assets acquired and liabilities assumed (in thousands): Assets acquired Current assets $ 6,998 Property and equipment, net 783 Intangible assets Client relationships 9,320 Trademarks 270 Goodwill 3,962 Total assets acquired 21,333 Liabilities assumed Accounts payable and accrued expenses 3,703 Other liabilities 1,204 Total liabilities assumed 4,907 Purchase price $ 16,426 |
Schedule of assumptions used for fair value of contingent consideration | A summary of various assumption values follows: Projected revenue growth up to 7.0% Projected EBITDA margins 12.4% to 29.3% Market price of risk 7.8% Earn-out payment discount rate 3.0% to 3.6% |
Noncontrolling Interests (Table
Noncontrolling Interests (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
Noncontrolling Interest [Abstract] | |
Reconciliation from Income Before Provision for Income Taxes to Net Income Attributable to Manning & Napier, Inc. | The following provides a reconciliation from “Income before provision for income taxes” to “Net income attributable to Manning & Napier, Inc.”: Three months ended June 30, Six months ended June 30, 2016 2015 2016 2015 (in thousands) Income before provision for income taxes $ 23,243 $ 32,289 $ 47,101 $ 70,879 Less: loss before provision for income taxes of Manning & Napier, Inc. (a) (2 ) (6 ) (19 ) (24 ) Income before provision for income taxes, as adjusted 23,245 32,295 47,120 70,903 Controlling interest percentage (b) 17.2 % 16.7 % 17.0 % 15.6 % Net income attributable to controlling interest 4,010 5,454 7,988 11,068 Plus: loss before provision for income taxes of Manning & Napier, Inc. (a) (2 ) (6 ) (19 ) (24 ) Income before income taxes attributable to Manning & Napier, Inc. 4,008 5,448 7,969 11,044 Less: provision for income taxes of Manning & Napier, Inc. (c) 1,403 1,945 2,946 4,232 Net income attributable to Manning & Napier, Inc. $ 2,605 $ 3,503 $ 5,023 $ 6,812 ________________________ a) Manning & Napier, Inc. incurs certain gains or expenses that are only attributable to it and are therefore excluded from the net income attributable to noncontrolling interests. b) Income before provision for income taxes is allocated to the controlling interest based on the percentage of units of Manning & Napier Group held by Manning & Napier, Inc. The amount represents the Company's weighted ownership of Manning & Napier Group for the respective periods. c) The consolidated provision for income taxes is equal to the sum of (i) the provision for income taxes for entities other than Manning & Napier, Inc. and (ii) the provision for income taxes of Manning & Napier, Inc. which includes all U.S. federal and state income taxes. The consolidated provision for income taxes was $1.5 million and $3.2 million for the three and six months ended June 30, 2016 , respectively and $2.1 million and $4.6 million for the three and six months ended June 30, 2015 , respectively |
Investment Securities (Tables)
Investment Securities (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
Investments [Abstract] | |
Company's Investment Securities Holdings | The following represents the Company’s investment securities holdings as of June 30, 2016 and December 31, 2015 : June 30, 2016 Cost Unrealized Gains Unrealized Losses Fair Value (in thousands) Available-for-sale securities U.S. Treasury notes (0.35%, 10/31/2016) $ 2,105 $ — $ — $ 2,105 Trading securities Equity securities 7,068 Fixed income securities 8,610 Mutual funds 279 Mutual funds - consolidated funds 999 16,956 Total investment securities $ 19,061 December 31, 2015 Cost Unrealized Gains Unrealized Losses Fair Value (in thousands) Available-for-sale securities U.S. Treasury notes (0.35%, 10/31/2016) $ 2,105 $ — $ (6 ) $ 2,099 Trading securities Equity securities 8,967 Fixed income securities 7,624 Mutual funds 116 Mutual funds - consolidated funds 1,107 Hedge funds 2,654 20,468 Total investment securities $ 22,567 |
Derivative Instruments (Tables)
Derivative Instruments (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Schedule of Derivative Instruments | The following table presents the notional value and fair value as of December 31, 2015 for derivative instruments not designated as hedging instruments: December 31, 2015 Fair Value Notional Value Asset Derivative Liability Derivative (in thousands) Interest rate futures $ 124,470 $ 169 $ (112 ) Index futures 3,715 57 (47 ) Commodity futures 2,440 27 (30 ) Currency futures 6,921 35 (43 ) Total derivatives $ 137,546 $ 288 $ (232 ) |
Schedules of Derivative Gains and Losses | The following table presents the gains (losses) recognized in net gains (losses) on investments in the consolidated statements of operations for the six months ended June 30, 2016 and 2015 : Three months ended June 30, Six months ended June 30, 2016 2015 2016 2015 (in thousands) Interest rate futures $ — $ (661 ) $ 494 $ (543 ) Index futures — 19 (37 ) 90 Commodity futures — 3 (13 ) 23 Currency futures — (236 ) (102 ) 59 Gains (losses) recognized, net $ — $ (875 ) $ 342 $ (371 ) |
Offsetting of Managed Futures | The following table presents the offsetting of managed futures as of June 30, 2016 and December 31, 2015 : Gross Amounts of Recognized Liabilities Gross Amounts Offset in the Statement of Financial Position Net Amounts of Assets (Liabilities) Presented in the Statement of Financial Position Financial Instruments Cash Collateral Received (Pledged) Net Amount (in thousands) June 30, 2016 $ — $ — $ — $ — $ — $ — December 31, 2015 $ (232 ) $ 288 $ 56 $ — $ — $ 56 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
Fair Value Disclosures [Abstract] | |
Hierarchy of Inputs Used to Derive the Fair Value of Company's Financial Instruments | The following provides the hierarchy of inputs used to derive the fair value of the Company’s financial instruments measured at fair value on a recurring basis as of June 30, 2016 and December 31, 2015 : June 30, 2016 Level 1 Level 2 Level 3 Totals (in thousands) Equity securities $ 7,068 $ — $ — $ 7,068 Fixed income securities 1,122 7,488 — 8,610 Mutual funds 279 — — 279 Mutual funds - consolidated funds 999 — — 999 U.S. Treasury notes — 2,105 — 2,105 Total assets at fair value $ 9,468 $ 9,593 $ — $ 19,061 Contingent consideration liability $ — $ — $ 3,500 $ 3,500 Total liabilities at fair value $ — $ — $ 3,500 $ 3,500 December 31, 2015 Level 1 Level 2 Level 3 Totals (in thousands) Equity securities $ 8,967 $ — $ — $ 8,967 Fixed income securities 1,008 6,616 — 7,624 Mutual funds 116 — — 116 Mutual funds - consolidated funds 1,107 — — 1,107 Hedge funds — 2,654 — 2,654 U.S. Treasury notes — 2,099 — 2,099 Derivatives 288 — — 288 Total assets at fair value $ 11,486 $ 11,369 $ — $ 22,855 Derivatives $ 232 $ — $ — $ 232 Total liabilities at fair value $ 232 $ — $ — $ 232 |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Table Text Block] | The changes in financial assets and (liabilities) measured at fair value using significant unobservable inputs (Level 3) for the six months ended June 30, 2016 are presented in the table below: Value as of December 31, 2015 Purchases Sales Redemptions/ Settlements/ Other Transfers Realized and unrealized gains/(losses), net Value as of June 30, 2016 (in thousands) Contingent consideration liability $ — $ (3,500 ) n/a $ — n/a $ — $ (3,500 ) |
Accrued Expenses and Other Li30
Accrued Expenses and Other Liabilities (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
Accounts Payable and Accrued Liabilities [Abstract] | |
Accrued Expenses and Other Liabilities | Accrued expenses and other liabilities as of June 30, 2016 and December 31, 2015 consisted of the following: June 30, 2016 December 31, 2015 (in thousands) Accrued bonus and sales commissions $ 17,383 $ 22,584 Accrued payroll and benefits 2,654 2,844 Accrued sub-transfer agent fees 4,527 6,148 Dividends payable 2,405 2,361 Amounts payable under tax receivable agreement 3,278 3,278 Other accruals and liabilities 3,971 5,265 $ 34,218 $ 42,480 |
Earnings per Common Share (Tabl
Earnings per Common Share (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
Earnings Per Share [Abstract] | |
Calculation of basic and diluted earnings per share | The following is a reconciliation of the income and share data used in the basic and diluted earnings per share computations for the three and six months ended June 30, 2016 and 2015 under the two-class method: Three months ended June 30, Six months ended June 30, 2016 2015 2016 2015 (in thousands, except share data) Net income attributable to controlling and noncontrolling interests $ 21,698 $ 30,208 $ 43,882 $ 66,319 Less: net income attributable to noncontrolling interests 19,093 26,705 38,859 59,507 Net income attributable to Manning & Napier, Inc. $ 2,605 $ 3,503 $ 5,023 $ 6,812 Less: allocation to participating securities 172 234 334 236 Net income available to Class A common stock $ 2,433 $ 3,269 $ 4,689 $ 6,576 Weighted average shares of Class A common stock outstanding - basic 13,960,768 13,739,923 13,852,949 13,726,804 Dilutive effect from unvested equity awards 282,811 262,210 356,862 238,851 Weighted average shares of Class A common stock outstanding - diluted 14,243,579 14,002,133 14,209,811 13,965,655 Net income available to Class A common stock per share - basic $ 0.17 $ 0.24 $ 0.34 $ 0.48 Net income available to Class A common stock per share - diluted $ 0.17 $ 0.23 $ 0.33 $ 0.47 |
Equity Based Compensation (Tabl
Equity Based Compensation (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
Share-based Compensation [Abstract] | |
Schedule of Share-based Compensation, Restricted Stock and Restricted Stock Units Activity | The following table summarizes the equity award activity for the six months ended June 30, 2016 under the Company's Equity Plan: Restricted Stock Awards Weighted Average Grant Date Fair Value Stock awards outstanding at January 1, 2016 2,031,629 $ 12.92 Granted 72,410 $ 8.38 Vested (409,479 ) $ 14.32 Forfeited (163,814 ) $ 10.52 Stock awards outstanding at June 30, 2016 1,530,746 $ 12.59 |
Income Taxes (Tables)
Income Taxes (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
Income Tax Disclosure [Abstract] | |
Income Tax Provision and Effective Tax Rate | The Company’s income tax provision and effective tax rate were as follows: Three months ended June 30, Six months ended June 30, 2016 2015 2016 2015 (in thousands) Earnings from continuing operations before income taxes $ 23,243 $ 32,289 $ 47,101 $ 70,879 Effective tax rate 6.6 % 6.4 % 6.8 % 6.4 % Provision for income taxes 1,545 2,081 3,219 4,560 Provision for income taxes 35% 8,135 11,301 16,485 24,808 Difference between tax at effective vs. statutory rate $ (6,590 ) $ (9,220 ) $ (13,266 ) $ (20,248 ) |
Organization and Nature of th34
Organization and Nature of the Business (Details) | 6 Months Ended |
Jun. 30, 2016 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Class A common Stock of Public Investors | 100.00% |
Class B common Stock of William Manning | 100.00% |
Voting Rights held by public | 49.80% |
Percentage of voting rights held by majority shareholder | 50.20% |
Percentage of economic rights held by public | 100.00% |
Percentage Of Economic Rights Held By Controlling Shareholder | 0.00% |
Outside ownership interest in limited liability and limited partnership companies | 1.00% |
Limited Liability Company (LLC) or Limited Partnership (LP), Managing Member or General Partner, Ownership Interest | 17.40% |
Majority Outside Ownership Interest in limited liability and limited partnership companies | 81.60% |
Outside Voting Rights in Limited Liability Company LLC or Limited Partnership companies | 1.00% |
Managing Member or General Partner Voting Rights In Limited Liability Company LLC or Limited Partnership | 17.40% |
Majority Outside Voting Rights in Limited Liability Company LLC or Limited Partnership companies | 81.60% |
Outside Economic Rights in Limited Liability Company LLC or Limited Partnership companies | 1.00% |
Managing Member or General Partner Economic Rights of Limited Liability Company LLC or Limited | 17.40% |
Majority Outside Economic Rights in Limited Liability Company LLC Or Limited Partnership Companies | 81.60% |
Summary of Significant Accoun35
Summary of Significant Accounting Policies (Details) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2016USD ($) | Jun. 30, 2015USD ($) | Jun. 30, 2016USD ($)Segment | Jun. 30, 2015USD ($) | Dec. 31, 2015USD ($) | |
Basis Of Presentation And Summary Of Significant Accounting Policies [Line Items] | |||||
Other long-term assets | $ 9,802 | $ 9,802 | $ 429 | ||
Goodwill | 4,833 | $ 4,833 | 871 | ||
Number of segments | Segment | 1 | ||||
Trading securities, at fair value | 16,956 | $ 16,956 | 20,468 | ||
Fees earned for advisory related services provided to the Fund and CIT investment vehicles | 28,000 | $ 42,200 | 56,100 | $ 87,400 | |
Accumulated depreciation | 11,400 | 11,400 | 8,700 | ||
Managed Mutual Funds and Managed Mutual Consolidated Funds | Manning & Napier Fund | |||||
Basis Of Presentation And Summary Of Significant Accounting Policies [Line Items] | |||||
Trading securities, at fair value | 1,300 | 1,300 | 1,200 | ||
Mutual Funds | |||||
Basis Of Presentation And Summary Of Significant Accounting Policies [Line Items] | |||||
Trading securities, at fair value | 279 | 279 | 116 | ||
Mutual Funds | Manning & Napier Fund | |||||
Basis Of Presentation And Summary Of Significant Accounting Policies [Line Items] | |||||
Trading securities, at fair value | $ 279 | $ 279 | 116 | ||
Manning & Napier Group, LLC | |||||
Basis Of Presentation And Summary Of Significant Accounting Policies [Line Items] | |||||
Percentage of economic interest in Manning & Napier Group held by Manning & Napier, Inc (percent) | 17.40% | 17.40% | |||
Change in Presentation of Goodwill [Member] | |||||
Basis Of Presentation And Summary Of Significant Accounting Policies [Line Items] | |||||
Other long-term assets | 400 | ||||
Goodwill | 900 | ||||
Scenario, Previously Reported [Member] | Change in Presentation of Goodwill [Member] | |||||
Basis Of Presentation And Summary Of Significant Accounting Policies [Line Items] | |||||
Other long-term assets | $ 1,300 |
Acquisitions (Textual) (Details
Acquisitions (Textual) (Details) | Apr. 30, 2016USD ($)Quarter | Jun. 30, 2016USD ($) | Dec. 31, 2015USD ($) |
Business Acquisition [Line Items] | |||
Contingent consideration liability | $ 3,500,000 | ||
Goodwill | 4,833,000 | $ 871,000 | |
Rainier Investment Management, LLC | |||
Business Acquisition [Line Items] | |||
Percentage of interests acquired | 75.00% | ||
Noncontrolling interest ownership percentage | 25.00% | ||
Payments to acquire business | $ 13,000,000 | ||
Contingent additional payment, term | 4 years | ||
Liability for contingent consideration recognized | $ 3,500,000 | ||
Goodwill | $ 3,962,000 | ||
Noncontrolling interest, ownership service-based vesting period | 5 years | ||
Number of quarters financial results in ownership repurchase condition | Quarter | 4 | ||
Repurchase of acquiree's noncontrolling ownership, amount | $ 0 | 100,000 | |
Maximum | Rainier Investment Management, LLC | |||
Business Acquisition [Line Items] | |||
Contingent consideration liability | 32,500,000 | ||
Other long-term liabilities | Rainier Investment Management, LLC | |||
Business Acquisition [Line Items] | |||
Liability for contingent consideration recognized | $ 3,500,000 | ||
Customer Relationships for Separately Managed Accounts | Rainier Investment Management, LLC | |||
Business Acquisition [Line Items] | |||
Business combination, intangible assets | $ 1,500,000 | ||
Acquired intangible assets, weighted average useful life | 6 years | ||
Customer Relationships for Mutual Funds and Collective Investment Trusts | Rainier Investment Management, LLC | |||
Business Acquisition [Line Items] | |||
Business combination, intangible assets | $ 7,820,000 |
Noncontrolling Interests (Recon
Noncontrolling Interests (Reconciliation of Income) (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | ||
Noncontrolling Interest [Abstract] | |||||
Income before provision for income taxes | $ 23,243 | $ 32,289 | $ 47,101 | $ 70,879 | |
Less: gain (loss) before provision for income taxes of Manning & Napier, Inc. | [1] | (2) | (6) | (19) | (24) |
Income before provision for income taxes, as adjusted | $ 23,245 | $ 32,295 | $ 47,120 | $ 70,903 | |
Controlling interest percentage | [2] | 17.20% | 16.70% | 17.00% | 15.60% |
Net income attributable to controlling interest | $ 4,010 | $ 5,454 | $ 7,988 | $ 11,068 | |
Plus: gain (loss) before provision for income taxes of Manning & Napier, Inc. | [1] | (2) | (6) | (19) | (24) |
Income before income taxes attributable to Manning & Napier, Inc. | 4,008 | 5,448 | 7,969 | 11,044 | |
Less: provision for income taxes of Manning & Napier, Inc. | [3] | 1,403 | 1,945 | 2,946 | 4,232 |
Net income attributable to Manning & Napier, Inc. | 2,605 | 3,503 | 5,023 | 6,812 | |
Provision for income taxes | $ 1,545 | $ 2,081 | $ 3,219 | $ 4,560 | |
[1] | Manning & Napier, Inc. incurs certain gains or expenses that are only attributable to it and are therefore excluded from the net income attributable to noncontrolling interests | ||||
[2] | Income before provision for income taxes is allocated to the controlling interest based on the percentage of units of Manning & Napier Group held by Manning & Napier, Inc. The amount represents the Company's weighted ownership of Manning & Napier Group for the respective periods. | ||||
[3] | The consolidated provision for income taxes is equal to the sum of (i) the provision for income taxes for entities other than Manning & Napier, Inc. and (ii) the provision for income taxes of Manning & Napier, Inc. which includes all U.S. federal and state income taxes. The consolidated provision for income taxes was $1.5 million and $3.2 million for the three and six months ended June 30, 2016, respectively and $2.1 million and $4.6 million for the three and six months ended June 30, 2015, respectively |
Acquisitions (Purchase Price Al
Acquisitions (Purchase Price Allocation) (Details) - USD ($) $ in Thousands | Jun. 30, 2016 | Apr. 30, 2016 | Dec. 31, 2015 |
Intangible assets | |||
Goodwill | $ 4,833 | $ 871 | |
Rainier Investment Management, LLC | |||
Assets acquired | |||
Current assets | $ 6,998 | ||
Property and equipment, net | 783 | ||
Intangible assets | |||
Goodwill | 3,962 | ||
Total assets acquired | 21,333 | ||
Liabilities assumed | |||
Accounts payable and accrued expenses | 3,703 | ||
Other liabilities | 1,204 | ||
Total liabilities assumed | 4,907 | ||
Purchase price | 16,426 | ||
Client relationships | Rainier Investment Management, LLC | |||
Intangible assets | |||
Intangible Assets | 9,320 | ||
Trademarks | Rainier Investment Management, LLC | |||
Intangible assets | |||
Intangible Assets | $ 270 |
Noncontrolling Interests (Textu
Noncontrolling Interests (Textual) (Detail) - USD ($) | Apr. 27, 2016 | Jun. 30, 2016 | Jun. 30, 2015 | Dec. 31, 2015 |
Noncontrolling Interest [Line Items] | ||||
Payments to Acquire Interest in Subsidiaries and Affiliates | $ 16,135,000 | $ 37,720,000 | ||
Payments due to selling unit holders | 42,000,000 | $ 41,900,000 | ||
Amounts payable under tax receivable agreement | 3,278,000 | $ 3,278,000 | ||
Payment pursuant to the TRA | $ 0 | $ 0 | ||
Manning & Napier Group, LLC | ||||
Noncontrolling Interest [Line Items] | ||||
Percentage of economic interest in Manning & Napier Group held by Manning & Napier, Inc (percent) | 17.40% | |||
Noncontrolling Interest, Decrease from Redemptions or Purchase of Interests, Shares | 2,111,913 | |||
Payments to Acquire Interest in Subsidiaries and Affiliates | $ 16,135,000 | |||
Manning And Napier Group Holding LLC | ||||
Noncontrolling Interest [Line Items] | ||||
Percentage of economic interest in Manning & Napier Group held by MN Group Holdings, MNCC and the other members of Manning & Napier Group (percent) | 82.60% | |||
Class A units | Class A Units | ||||
Noncontrolling Interest [Line Items] | ||||
Number of common units available for conversion | 65,784,571 | 67,896,484 |
Acquisitions (Assumptions Used)
Acquisitions (Assumptions Used) (Details) - Rainier Investment Management, LLC | Apr. 30, 2016 |
Business Acquisition [Line Items] | |
Growth rates earn-out period | 4 years |
Fair value Inputs, Market Price of Risk | 7.80% |
Minimum | |
Business Acquisition [Line Items] | |
Projected EBITDA margins | 12.40% |
Earn-out payment discount rate | 3.00% |
Maximum | |
Business Acquisition [Line Items] | |
Projected revenue growth | 7.00% |
Projected EBITDA margins | 29.30% |
Earn-out payment discount rate | 3.60% |
Investment Securities (Company'
Investment Securities (Company's Investment Securities Holdings) (Details) - USD ($) $ in Thousands | 6 Months Ended | 12 Months Ended |
Jun. 30, 2016 | Dec. 31, 2015 | |
Investment Holdings [Line Items] | ||
Trading securities, at fair value | $ 16,956 | $ 20,468 |
Investment securities - consolidated funds | 999 | 1,107 |
Total investment securities | $ 19,061 | $ 22,567 |
U.S. Treasury notes (0.35%, 10/31/2016) | ||
Investment Holdings [Line Items] | ||
Total Return of Notes | 0.35% | 0.35% |
Cost | $ 2,105 | $ 2,105 |
Unrealized Gains | 0 | 0 |
Unrealized Losses | 0 | (6) |
Fair Value | 2,105 | 2,099 |
Equity securities | ||
Investment Holdings [Line Items] | ||
Trading securities, at fair value | 7,068 | 8,967 |
Fixed income securities | ||
Investment Holdings [Line Items] | ||
Trading securities, at fair value | 8,610 | 7,624 |
Mutual Funds | ||
Investment Holdings [Line Items] | ||
Trading securities, at fair value | 279 | 116 |
Mutual funds - consolidated funds | ||
Investment Holdings [Line Items] | ||
Trading securities, at fair value | 999 | 1,107 |
Hedge Funds | ||
Investment Holdings [Line Items] | ||
Trading securities, at fair value | 2,654 | |
Manning & Napier Fund | Mutual Funds | ||
Investment Holdings [Line Items] | ||
Trading securities, at fair value | 279 | 116 |
Manning & Napier Fund | Hedge Funds | ||
Investment Holdings [Line Items] | ||
Trading securities, at fair value | 2,654 | |
Level 2 | Equity securities | ||
Investment Holdings [Line Items] | ||
Trading securities, at fair value | 0 | 0 |
Level 2 | Fixed income securities | ||
Investment Holdings [Line Items] | ||
Trading securities, at fair value | 7,488 | 6,616 |
Level 2 | Mutual Funds | ||
Investment Holdings [Line Items] | ||
Trading securities, at fair value | 0 | 0 |
Level 2 | Mutual funds - consolidated funds | ||
Investment Holdings [Line Items] | ||
Trading securities, at fair value | $ 0 | 0 |
Level 2 | Hedge Funds | ||
Investment Holdings [Line Items] | ||
Trading securities, at fair value | $ 2,654 |
Investment Securities (Textual)
Investment Securities (Textual) (Details) - USD ($) | 6 Months Ended | ||
Jun. 30, 2016 | Jun. 30, 2015 | Dec. 31, 2015 | |
Investments [Abstract] | |||
Recognized net unrealized gains (loss) on trading securities | $ 1,700,000 | $ (400,000) | |
Available-for-sale Securities, Restricted | 600,000 | $ 600,000 | |
Other than temporary impairment losses | $ 0 | $ 0 |
Derivative Instruments - Deriva
Derivative Instruments - Derivative Instruments (Details) - USD ($) $ in Thousands | 1 Months Ended | 6 Months Ended | ||
Feb. 04, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Dec. 31, 2015 | |
Future | ||||
Derivative [Line Items] | ||||
Asset Derivative | $ 0 | $ 288 | ||
Liability Derivative | $ 0 | (232) | ||
Not Designated as Hedging Instrument | ||||
Derivative [Line Items] | ||||
Notional Value | 137,546 | |||
Asset Derivative | 288 | |||
Liability Derivative | (232) | |||
Not Designated as Hedging Instrument | Future | ||||
Derivative [Line Items] | ||||
Average Volume of Derivative Activity | $ 127,800 | $ 233,100 | ||
Not Designated as Hedging Instrument | Interest Rate Contract | Future | ||||
Derivative [Line Items] | ||||
Notional Value | 124,470 | |||
Asset Derivative | 169 | |||
Liability Derivative | (112) | |||
Not Designated as Hedging Instrument | Index Contract | Future | ||||
Derivative [Line Items] | ||||
Notional Value | 3,715 | |||
Asset Derivative | 57 | |||
Liability Derivative | (47) | |||
Not Designated as Hedging Instrument | Commodity Contract | Future | ||||
Derivative [Line Items] | ||||
Notional Value | 2,440 | |||
Asset Derivative | 27 | |||
Liability Derivative | (30) | |||
Not Designated as Hedging Instrument | Currency Contract | Future | ||||
Derivative [Line Items] | ||||
Notional Value | 6,921 | |||
Asset Derivative | 35 | |||
Liability Derivative | $ (43) |
Derivative Instruments - Deri44
Derivative Instruments - Derivative Instruments - Gains and Losses (Details) - Not Designated as Hedging Instrument - Net Capital Gains (Losses) on Investments - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | |
Derivative Instruments, Gain (Loss) [Line Items] | ||||
Derivative, Gain (Loss) on Derivative, Net | $ 0 | $ (875) | $ 342 | $ (371) |
Future | Interest Rate Contract | ||||
Derivative Instruments, Gain (Loss) [Line Items] | ||||
Derivative, Gain (Loss) on Derivative, Net | 0 | (661) | 494 | (543) |
Future | Index Contract | ||||
Derivative Instruments, Gain (Loss) [Line Items] | ||||
Derivative, Gain (Loss) on Derivative, Net | 0 | 19 | (37) | 90 |
Future | Commodity Contract | ||||
Derivative Instruments, Gain (Loss) [Line Items] | ||||
Derivative, Gain (Loss) on Derivative, Net | 0 | 3 | (13) | 23 |
Future | Currency Contract | ||||
Derivative Instruments, Gain (Loss) [Line Items] | ||||
Derivative, Gain (Loss) on Derivative, Net | $ 0 | $ (236) | $ (102) | $ 59 |
Derivative Instruments - Deri45
Derivative Instruments - Derivative Instruments - Offsetting (Details) - Future - USD ($) $ in Thousands | Jun. 30, 2016 | Dec. 31, 2015 |
Offsetting Liabilities [Line Items] | ||
Gross Amounts of Recognized Liabilities | $ 0 | $ (232) |
Gross Amounts Offset in the Statement of Financial Position | 0 | 288 |
Net Amounts of Assets (Liabilities) Presented in the Statement of Financial Position | 0 | 56 |
Financial Instruments | 0 | 0 |
Cash Collateral Received (Pledged) | 0 | 0 |
Net Amount | $ 0 | $ 56 |
Fair Value Measurements (Financ
Fair Value Measurements (Financial instruments measured at fair value on a recurring basis) (Details) - USD ($) $ in Thousands | Jun. 30, 2016 | Dec. 31, 2015 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Trading securities, at fair value | $ 16,956 | $ 20,468 |
Derivatives | 288 | |
Total assets at fair value | 19,061 | 22,855 |
Derivatives | 232 | |
Contingent consideration liability | 3,500 | |
Total liabilities at fair value | 3,500 | 232 |
Equity securities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Trading securities, at fair value | 7,068 | 8,967 |
Fixed income securities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Trading securities, at fair value | 8,610 | 7,624 |
Mutual Funds | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Trading securities, at fair value | 279 | 116 |
Mutual funds - consolidated funds | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Trading securities, at fair value | 999 | 1,107 |
Hedge Funds | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Trading securities, at fair value | 2,654 | |
Us Treasury notes | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
U.S. Treasury notes | 2,105 | 2,099 |
Level 1 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivatives | 288 | |
Total assets at fair value | 9,468 | 11,486 |
Derivatives | 232 | |
Contingent consideration liability | 0 | |
Total liabilities at fair value | 0 | 232 |
Level 1 | Equity securities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Trading securities, at fair value | 7,068 | 8,967 |
Level 1 | Fixed income securities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Trading securities, at fair value | 1,122 | 1,008 |
Level 1 | Mutual Funds | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Trading securities, at fair value | 279 | 116 |
Level 1 | Mutual funds - consolidated funds | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Trading securities, at fair value | 999 | 1,107 |
Level 1 | Hedge Funds | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Trading securities, at fair value | 0 | |
Level 1 | Us Treasury notes | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
U.S. Treasury notes | 0 | 0 |
Level 2 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivatives | 0 | |
Total assets at fair value | 9,593 | 11,369 |
Derivatives | 0 | |
Contingent consideration liability | 0 | |
Total liabilities at fair value | 0 | 0 |
Level 2 | Equity securities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Trading securities, at fair value | 0 | 0 |
Level 2 | Fixed income securities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Trading securities, at fair value | 7,488 | 6,616 |
Level 2 | Mutual Funds | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Trading securities, at fair value | 0 | 0 |
Level 2 | Mutual funds - consolidated funds | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Trading securities, at fair value | 0 | 0 |
Level 2 | Hedge Funds | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Trading securities, at fair value | 2,654 | |
Level 2 | Us Treasury notes | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
U.S. Treasury notes | 2,105 | 2,099 |
Level 3 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivatives | 0 | |
Total assets at fair value | 0 | 0 |
Derivatives | 0 | |
Contingent consideration liability | 3,500 | |
Total liabilities at fair value | 3,500 | 0 |
Level 3 | Equity securities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Trading securities, at fair value | 0 | 0 |
Level 3 | Fixed income securities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Trading securities, at fair value | 0 | 0 |
Level 3 | Mutual Funds | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Trading securities, at fair value | 0 | 0 |
Level 3 | Mutual funds - consolidated funds | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Trading securities, at fair value | 0 | 0 |
Level 3 | Hedge Funds | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Trading securities, at fair value | 0 | |
Level 3 | Us Treasury notes | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
U.S. Treasury notes | $ 0 | $ 0 |
Fair Value Measurements (Change
Fair Value Measurements (Changes in financial assets and liabilities measured at fair value using significant unobservable inputs) (Details) $ in Thousands | 6 Months Ended |
Jun. 30, 2016USD ($) | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |
Value as of December 31, 2015 | $ 0 |
Purchases | (3,500) |
Redemptions/ Settlements/ Other | 0 |
Realized and unrealized gains/(losses), net | 0 |
Value as of June 30, 2016 | $ (3,500) |
Accrued Expenses and Other Li48
Accrued Expenses and Other Liabilities (Details) - USD ($) $ in Thousands | Jun. 30, 2016 | Dec. 31, 2015 |
Accounts Payable and Accrued Liabilities [Abstract] | ||
Accrued bonus and sales commissions | $ 17,383 | $ 22,584 |
Accrued payroll and benefits | 2,654 | 2,844 |
Accrued sub-transfer agent fees | 4,527 | 6,148 |
Dividends payable | 2,405 | 2,361 |
Amounts payable under tax receivable agreement | 3,278 | 3,278 |
Other accruals and liabilities | 3,971 | 5,265 |
Accrued expenses and other liabilities | $ 34,218 | $ 42,480 |
Borrowings (Details)
Borrowings (Details) - USD ($) | Apr. 23, 2015 | Jun. 30, 2016 |
Debt Instrument [Line Items] | ||
Debt instrument, interest rate, minimum (percent) | 0.00% | |
Revolving Credit Facility $100.0 Million | Revolving Credit Facility | ||
Debt Instrument [Line Items] | ||
Debt Instrument, Term | 4 years | |
Revolving line of credit, maximum borrowing capacity | $ 100,000,000 | |
Line of Credit Facility Increase Additional Borrowings On Condition Satisfaction | 150,000,000 | |
Line of Credit Facility, Capacity Available for Specific Purpose Other than for Trade Purchases | 5,000,000 | |
Line of Credit Facility Capacity Available for Swingline Facility | $ 5,000,000 | |
Line of Credit Facility, Fair Value of Amount Outstanding | $ 0 | |
Interest rate description | LIBOR | |
Minimum Interest Coverage Ratio | 4 | |
Maximum Leverage Ratio | 2.75 | |
Revolving Credit Facility $100.0 Million | Revolving Credit Facility | Minimum | ||
Debt Instrument [Line Items] | ||
Line of Credit Facility LIBOR Based Loan Basis Spread on Alternative Base Rate | 1.50% | |
Line of Credit Facility Base Rate Loan Basis Spread on Alternative Base Rate | 0.50% | |
Line of Credit Facility, Unused Capacity, Commitment Fee Percentage | 0.25% | |
Revolving Credit Facility $100.0 Million | Revolving Credit Facility | Maximum | ||
Debt Instrument [Line Items] | ||
Line of Credit Facility LIBOR Based Loan Basis Spread on Alternative Base Rate | 2.50% | |
Line of Credit Facility Base Rate Loan Basis Spread on Alternative Base Rate | 1.50% | |
Line of Credit Facility, Unused Capacity, Commitment Fee Percentage | 0.45% |
Earnings per Common Share (Deta
Earnings per Common Share (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Net income attributable to controlling and noncontrolling interests | $ 21,698 | $ 30,208 | $ 43,882 | $ 66,319 |
Less: net income attributable to noncontrolling interests | 19,093 | 26,705 | 38,859 | 59,507 |
Net income attributable to Manning & Napier, Inc. | 2,605 | 3,503 | 5,023 | 6,812 |
Less: allocation to participating securities | 172 | 234 | 334 | 236 |
Net income available to Class A common stock | $ 2,433 | $ 3,269 | $ 4,689 | $ 6,576 |
Weighted average shares of Class A common stock outstanding - basic (in shares) | 13,960,768 | 13,739,923 | 13,852,949 | 13,726,804 |
Dilutive effect from unvested equity awards (in shares) | 282,811 | 262,210 | 356,862 | 238,851 |
Weighted average shares of Class A common stock outstanding - diluted (in shares) | 14,243,579 | 14,002,133 | 14,209,811 | 13,965,655 |
Net income available to Class A common stock per share - basic (in dollars per share) | $ 0.17 | $ 0.24 | $ 0.34 | $ 0.48 |
Net income available to Class A common stock per share - diluted (in dollars per share) | $ 0.17 | $ 0.23 | $ 0.33 | $ 0.47 |
Antidilutive securities excluded from computation of earnings per share (in shares) | 990,000 | 1,040,000 | 1,010,000 | 1,040,000 |
Class A units | Class A Units | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Number of common units available for conversion | 65,784,571 | 67,896,484 | 65,784,571 | 67,896,484 |
Performance Shares [Member] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive securities excluded from computation of earnings per share (in shares) | 163,632 | |||
Performance Shares [Member] | Performance Shares [Member] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive securities excluded from computation of earnings per share (in shares) | 163,632 |
Equity Based Compensation (Rest
Equity Based Compensation (Restricted Stock Awards) (Details) - $ / shares | 6 Months Ended | |
Jun. 30, 2016 | Jun. 30, 2015 | |
Stock Units | ||
Stock unit awards, beginning balance (shares) | 2,031,629 | |
Granted (shares) | 72,410 | |
Vested (shares) | (409,479) | |
Forfeited (shares) | (163,814) | |
Stock unit awards, ending balance (shares) | 1,530,746 | |
Weighted Average Grant Date Fair Value | ||
Stock unit awards, beginning balance, weighted average grant date fair value (dollars per share) | $ 12.92 | |
Granted, weighted average grant date fair value (dollars per share) | 8.38 | $ 11.89 |
Vested, weighted average grant date fair value (dollars per share) | 14.32 | |
Forfeited, weighted average grant date fair value (dollars per share) | 10.52 | |
Stock unit awards, ending balance, weighted average grant date fair value (dollars per share) | $ 12.59 |
Equity Based Compensation (Text
Equity Based Compensation (Textual) (Details) - USD ($) $ / shares in Units, $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Granted (shares) | 72,410 | |||
Granted, weighted average grant date fair value (dollars per share) | $ 8.38 | $ 11.89 | ||
2011 Plan | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Number of shares authorized | 13,142,813 | 13,142,813 | ||
Share-based compensation expense | $ 0.8 | $ 1.9 | $ 2.1 | $ 2.5 |
Unrecognized compensation expense related to unvested awards | $ 12.4 | $ 12.4 | ||
Weighted average period of unrecognized compensation expense (years) | 4 years |
Income Taxes (Details)
Income Taxes (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | |
Income Tax Disclosure [Abstract] | ||||
Earnings from continuing operations before income taxes | $ 23,243 | $ 32,289 | $ 47,101 | $ 70,879 |
Effective Tax Rate (percent) | 6.60% | 6.40% | 6.80% | 6.40% |
Provision for income taxes | $ 1,545 | $ 2,081 | $ 3,219 | $ 4,560 |
Provision for income taxes @ 35% | 8,135 | 11,301 | 16,485 | 24,808 |
Difference between tax at effective vs. statutory rate | $ (6,590) | $ (9,220) | $ (13,266) | $ (20,248) |
Effective income tax rate, federal statutory income tax rate (percent) | 35.00% | 35.00% | 35.00% | 35.00% |
Related Party Transactions (Det
Related Party Transactions (Details) $ in Millions | 6 Months Ended |
Jun. 30, 2016USD ($) | |
Related Party Transactions [Abstract] | |
Related party transaction, fees earned | $ 0.1 |
Related party transaction, fees waived (less than $0.1 million) | $ 0.1 |
Subsequent Events (Details)
Subsequent Events (Details) - USD ($) $ / shares in Units, $ in Thousands | Jul. 26, 2016 | Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 |
Subsequent Event [Line Items] | |||||
Distribution payable to noncontrolling interests | $ 20,153 | $ 52,908 | |||
Per share dividend declared to the holders of Class A common stock | $ 0.16 | $ 0.16 | $ 0.32 | $ 0.32 | |
Class A common stock | |||||
Subsequent Event [Line Items] | |||||
Per share dividend declared to the holders of Class A common stock | $ 0.32 | $ 0.32 | |||
Subsequent Event | |||||
Subsequent Event [Line Items] | |||||
Distribution payable to noncontrolling interests | $ 14,000 | ||||
Manning & Napier Group, LLC | Subsequent Event | |||||
Subsequent Event [Line Items] | |||||
Amount approved for distribution to members of Manning & Napier Group | $ 16,900 | ||||
Manning & Napier Group, LLC | Subsequent Event | Class A common stock | |||||
Subsequent Event [Line Items] | |||||
Per share dividend declared to the holders of Class A common stock | $ 0.16 |