Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2017 | May 05, 2017 | |
Entity Information [Line Items] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Mar. 31, 2017 | |
Document Fiscal Year Focus | 2,017 | |
Document Fiscal Period Focus | Q1 | |
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 | 15,053,279 | |
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 | Mar. 31, 2017 | Dec. 31, 2016 |
Assets | ||
Cash and cash equivalents | $ 100,568 | $ 100,819 |
Accounts receivable | 13,959 | 15,434 |
Accounts receivable—affiliated mutual funds | 6,534 | 6,761 |
Investment securities | 42,558 | 36,475 |
Investment securities - consolidated funds | 1,061 | 995 |
Prepaid expenses and other assets | 4,440 | 4,883 |
Total current assets | 169,120 | 165,367 |
Property and equipment, net | 5,444 | 5,680 |
Net deferred tax assets, non-current | 40,856 | 41,905 |
Goodwill | 4,829 | 4,829 |
Other long-term assets | 2,807 | 2,818 |
Total assets | 223,056 | 220,599 |
Liabilities | ||
Accounts payable | 2,021 | 2,053 |
Accrued expenses and other liabilities | 41,519 | 35,115 |
Deferred revenue | 10,122 | 10,210 |
Total current liabilities | 53,662 | 47,378 |
Other long-term liabilities | 3,783 | 4,034 |
Amounts payable under tax receivable agreement, non-current | 34,709 | 34,709 |
Total liabilities | 92,154 | 86,121 |
Commitments and contingencies | ||
Shareholders’ equity | ||
Additional paid-in capital | 198,435 | 200,158 |
Retained deficit | (36,685) | (37,383) |
Accumulated other comprehensive income (loss) | (19) | (13) |
Total shareholders’ equity | 161,881 | 162,912 |
Noncontrolling interests | (30,979) | (28,434) |
Total shareholders’ equity and noncontrolling interests | 130,902 | 134,478 |
Total liabilities, shareholders’ equity and noncontrolling interests | 223,056 | 220,599 |
Class A common stock | ||
Shareholders’ equity | ||
Common stock | 150 | 150 |
Class B common stock | ||
Shareholders’ equity | ||
Common stock | $ 0 | $ 0 |
Consolidated Statements of Fin3
Consolidated Statements of Financial Condition (Parenthetical) - $ / shares | Mar. 31, 2017 | Dec. 31, 2016 |
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) | 14,982,880 | 14,982,880 |
Common stock, shares outstanding (shares) | 14,982,880 | 14,982,880 |
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 | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Revenues | ||
Investment management services revenue | $ 55,485 | $ 62,042 |
Expenses | ||
Compensation and related costs | 23,381 | 21,967 |
Distribution, servicing and custody expenses | 7,411 | 8,842 |
Other operating costs | 7,978 | 8,453 |
Total operating expenses | 38,770 | 39,262 |
Operating income | 16,715 | 22,780 |
Non-operating income (loss) | ||
Interest expense | (10) | (106) |
Interest and dividend income | 180 | 136 |
Change in liability under tax receivable agreement | 0 | (18) |
Net gains (losses) on investments | 972 | 1,066 |
Total non-operating income (loss) | 1,142 | 1,078 |
Income before provision for income taxes | 17,857 | 23,858 |
Provision for income taxes | 1,343 | 1,674 |
Net income attributable to controlling and noncontrolling interests | 16,514 | 22,184 |
Less: net income attributable to noncontrolling interests | 14,617 | 19,766 |
Net income attributable to Manning & Napier, Inc. | $ 1,897 | $ 2,418 |
Net income per share available to Class A common stock | ||
Basic (in dollars per share) | $ 0.13 | $ 0.16 |
Diluted (in dollars per share) | $ 0.13 | $ 0.16 |
Weighted average shares of Class A common stock outstanding | ||
Basic (in shares) | 14,042,880 | 13,745,130 |
Diluted (in shares) | 14,216,988 | 14,084,903 |
Cash dividends declared per share of Class A common stock | $ 0.08 | $ 0.16 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Income - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Statement of Comprehensive Income [Abstract] | ||
Net income attributable to controlling and noncontrolling interests | $ 16,514 | $ 22,184 |
Net unrealized holding gain (loss) on investment securities, net of tax | (6) | 3 |
Comprehensive income | 16,508 | 22,187 |
Less: Comprehensive income attributable to noncontrolling interests | 14,611 | 19,769 |
Comprehensive income attributable to Manning & Napier, Inc. | $ 1,897 | $ 2,418 |
Consolidated Statements of Shar
Consolidated Statements 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, 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 | 22,184 | 2,418 | 19,766 | ||||
Distributions to noncontrolling interests | (9,798) | (9,798) | |||||
Net changes in unrealized investment securities gains or losses | 3 | 3 | |||||
Common stock issued under equity compensation plan, Shares | (20,000) | ||||||
Common stock issued under equity compensation plan | (1) | $ (1) | |||||
Equity-based compensation | 1,284 | 214 | 1,070 | ||||
Dividends declared on Class A common stock - $0.08 and $0.16 per share in March 31, 2017 and March 31, 2016 | (2,349) | (2,349) | |||||
Ending balance at Mar. 31, 2016 | 146,103 | $ 147 | $ 0 | 205,974 | (37,080) | 0 | (22,938) |
Ending balance, Shares at Mar. 31, 2016 | 14,735,130 | 1,000 | |||||
Beginning balance at Dec. 31, 2016 | 134,478 | $ 150 | $ 0 | 200,158 | (37,383) | (13) | (28,434) |
Beginning balance, Shares at Dec. 31, 2016 | 14,982,880 | 1,000 | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Net income | 16,514 | 1,897 | 14,617 | ||||
Distributions to noncontrolling interests | (9,857) | (9,857) | |||||
Net changes in unrealized investment securities gains or losses | (6) | (6) | |||||
Equity-based compensation | 775 | 135 | 640 | ||||
Dividends declared on Class A common stock - $0.08 and $0.16 per share in March 31, 2017 and March 31, 2016 | (1,199) | (1,199) | |||||
Impact of changes in ownership of Manning & Napier Group, LLC | (9,803) | (1,858) | (7,945) | ||||
Ending balance at Mar. 31, 2017 | $ 130,902 | $ 150 | $ 0 | $ 198,435 | $ (36,685) | $ (19) | $ (30,979) |
Ending balance, Shares at Mar. 31, 2017 | 14,982,880 | 1,000 |
Consolidated Statements of Sha7
Consolidated Statements of Shareholders' Equity (Parenthetical) - $ / shares | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Cash dividends declared per share of Class A common stock | $ 0.08 | $ 0.16 |
Class A common stock | ||
Cash dividends declared per share of Class A common stock | $ 0.08 | $ 0.16 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Cash flows from operating activities: | ||
Net income | $ 16,514 | $ 22,184 |
Adjustment to reconcile net income to net cash provided by operating activities: | ||
Equity-based compensation | 775 | 1,284 |
Depreciation and amortization | 439 | 508 |
Change in amounts payable under tax receivable agreement | 0 | 18 |
Net (gains) losses on investment securities | (972) | (1,066) |
Deferred income taxes | 1,050 | 893 |
Amortization of debt issuance costs | 0 | 39 |
(Increase) decrease in operating assets and increase (decrease) in operating liabilities: | ||
Accounts receivable | 1,475 | 791 |
Accounts receivable—affiliated mutual funds | (227) | (1,117) |
Due from broker - consolidated funds | 0 | 3,795 |
Prepaid expenses and other assets | 442 | 350 |
Accounts payable | (32) | (105) |
Accrued expenses and other liabilities | (12,034) | (14,448) |
Deferred revenue | (88) | 128 |
Other long-term liabilities | (226) | (108) |
Net cash provided by operating activities | 7,570 | 15,380 |
Cash flows from investing activities: | ||
Purchase of property and equipment | (191) | (120) |
Sale of investments | 3,338 | 3,541 |
Purchase of investments | (12,208) | (1,222) |
Due from broker | 0 | 4,019 |
Proceeds from maturity of investments | 3,686 | 0 |
Net cash (used in) provided by investing activities | (5,375) | 6,218 |
Cash flows from financing activities: | ||
Distributions to noncontrolling interests | 0 | (9,798) |
Dividends paid on Class A common stock | (2,397) | (2,361) |
Payment of capital lease obligations | (49) | (60) |
Net cash used in financing activities | (2,446) | (12,219) |
Net (decrease) increase in cash and cash equivalents | (251) | 9,379 |
Cash and cash equivalents: | ||
Beginning of period | 100,819 | 117,591 |
End of period | $ 100,568 | $ 126,970 |
Organization and Nature of the
Organization and Nature of the Business | 3 Months Ended |
Mar. 31, 2017 | |
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 U.S. and non-U.S. equity, fixed income and a range of blended asset portfolios, such as life cycle funds and actively-managed exchange-traded fund ("ETF")-based portfolios. 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 March 31, 2017 . (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 | 3 Months Ended |
Mar. 31, 2017 | |
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, 2016 . 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, 2016 . 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. Revision of Previously Reported Consolidated Statements of Operations In the quarter ended September 30, 2016, the Company revised its treatment of payments made to certain advisory clients, in accordance with Accounting Standard Codification ("ASC") 605-50, Revenue Recognition - Customer Payments and Incentives to properly present these payments as a reduction to revenue. The Company assessed the materiality of this item on its fiscal year ended December 31, 2015, and all prior and subsequent periods, and concluded that the reclassification was not material to any such periods. The statements of operations for the three months ended March 31, 2016 included herein have been revised to reflect the proper presentation of investment management services revenue and distribution, servicing and custody expenses. The reclassification has no impact on operating income or net income. The impact is illustrated below: Three months ended March 31, 2016 (in thousands) Investment management services revenue, as previously reported $ 64,538 Revision (2,496 ) Investment management services revenue, as revised $ 62,042 Distribution, servicing and custody expenses, as previously reported $ 11,338 Revision (2,496 ) Distribution, servicing and custody expenses, as revised $ 8,842 Principles of Consolidation The Company consolidates all majority-owned subsidiaries. In addition, as of March 31, 2017 , Manning & Napier holds an economic interest of approximately 17.8% 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 Update ("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”). When utilizing the voting interest entity ("VOE") model, controlling financial interest in generally defined as majority ownership of voting interests. The Company provides seed capital to its investment teams to develop new products and services for its clients. The original seed investment may be held in a separately managed account, comprised solely of the Company's investments or within a mutual fund, where the Company's investments may represent all or only a portion of the total equity investment in the mutual fund. Pursuant to U.S. GAAP, the Company evaluates its investments in mutual funds on a regular basis and consolidates such mutual funds for which it holds a controlling financial interest. When no longer deemed to hold a controlling financial interest, the Company would deconsolidate the fund and classify the remaining investment as either an equity method investment or as trading securities, as applicable. 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 VOE. The Company holds, in limited cases, direct investments in a mutual 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. The Company's investments in the Fund amounted to approximately $1.4 million as of March 31, 2017 and $1.3 million as of December 31, 2016 . As of March 31, 2017 and December 31, 2016 , the Company maintained a controlling financial interest in one mutual fund, Manning & Napier Fund, Inc. Quality Equity Series, and consolidated the mutual fund. Cash and Cash Equivalents The Company generally 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 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 March 31, 2017 , trading securities consist solely of investments held by the Company to provide initial cash seeding for product development purposes. Investment securities classified as available-for-sale consist of U.S. Treasury notes and other short-term investments. Unrealized gains and losses on available-for-sale securities are excluded from earnings and are reported, net of deferred income tax, as a separate component of accumulated other comprehensive income in stockholders’ equity until realized. The Company periodically reviews each individual security position that has an unrealized loss, or impairment, to determine if that impairment is other-than-temporary. If impairment is determined to be other-than-temporary, the carrying value of the security will be written down to fair value and the loss will be recognized in earnings. Realized gains and losses on sales of available-for-sale securities are computed on a specific identification basis and are recorded in net gains (losses) on investments in the consolidated statements of operations. Property and Equipment Property and equipment is presented net of accumulated depreciation of approximately $11.9 million and $11.6 million as of March 31, 2017 and December 31, 2016 , respectively. 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. 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. Investment management fees are presented net of cash rebates and fees waived pursuant to contractual expense limitations of the funds. The Company is contractually obligated to make payments to certain advisory clients with the intent of providing those clients a discounted fee. In accordance with ASC 605-50 , Revenue Recognition - Customer Payments and Incentives , these payments are presented as a reduction to revenue. Incentives reported as a reduction to revenue for the three months ended March 31, 2017 and 2016 were approximately $3.3 million and $2.5 million , respectively. 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 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 affiliated mutual funds and collective investment trusts. Fees earned for advisory related services were approximately $24.1 million and $28.0 million for the three months ended March 31, 2017 and 2016 , respectively, which represents greater than 10% of the Company's revenue in each period. Recent Accounting Pronouncements In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers (Topic 606) , which supersedes existing accounting standards for revenue recognition and creates a single framework. The revenue standard contains principals that will be applied to determine the measurement of revenue and timing of recognition. We will adopt the new standard on its effective date of January 1, 2018. We have not yet selected whether we will adopt the standard using the retrospective approach with adjustment to each prior period or modified retrospective approach with the cumulative effect of initial application recognized at the date of initial application. We are continuing to assess the impact of adoption though early conclusions indicate the standard will not have a material impact on our financial condition and results of operations. While we have not identified material changes in the timing of revenue recognition, we continue to evaluate the presentation of certain revenue related costs on a gross versus net basis as well as the additional disclosures required by the standard. 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 - Stock Compensation (Topic 718), Improvements to Employee Share-Based Payment Accounting , which is intended to simplify several aspects of the accounting for share-based payment award transactions. The guidance is effective for fiscal years beginning after December 15, 2016. The Company's adoption of these amendments on January 1, 2017 did not have a material impact on its consolidated financial statements. In August 2016, the FASB issued ASU 2016-15, Statement of Cash Flows (Topic 230), Classification of Certain Cash Receipts and Cash Payments , to clarify guidance on the classification of certain cash receipts and cash payments in the statement of cash flows. The FASB issued the ASU with the intent of reducing diversity in practice regarding eight types of cash flows. The ASU is effective for annual reporting periods beginning after December 15, 2017, including interim periods within those annual reporting periods. The Company is evaluating the effect of adopting this new accounting standard. In January 2017, the FASB issued ASU 2017-04, Intangibles - Goodwill and Other (Topic 350), Simplifying the Test for Goodwill Impairment , which simplifies the accounting for goodwill impairments by eliminating step two from the goodwill impairment test. The ASU requires goodwill impairments to be measured on the basis of the fair value of the reporting unit relative to the reporting unit's carrying amount rather than on the basis of the implied amount of goodwill relative to the goodwill balance of the reporting unit. The ASU is effective for annual and interim impairment tests for periods beginning after December 15, 2019. Early adoption is allowed for annual and interim impairment tests occurring after January 1, 2017. The Company is evaluating the effect of adopting this new accounting standard. |
Acquisitions
Acquisitions | 3 Months Ended |
Mar. 31, 2017 | |
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. Under the terms of the transaction, the Company initially acquired a 75% ownership interest in Rainier, with the remaining 25% ownership maintained by key professionals at Rainier. As of March 31, 2017 , the Company's ownership interest in Rainier had increased to 82% , due to the forfeiture of unvested ownership interests by individuals retiring from Rainier during the fourth quarter of 2016. 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 March 31, 2017 and December 31, 2016, the fair value of the contingent liability was $0 . The transaction was accounted for by the Company using the acquisition method under ASC 805, Business Combinations . During the second quarter of 2016, the Company completed a preliminary allocation of the April 30, 2016 purchase price to the assets acquired and liabilities assumed. During the first quarter of 2017, certain adjustments were recorded to liabilities assumed and the purchase price allocation was finalized as of March 31, 2017. The final purchase price was allocated as follows (in thousands): Assets acquired Current assets $ 6,998 Property and equipment, net 783 Intangible assets Client relationships 9,320 Trademarks 270 Goodwill 3,958 Total assets acquired 21,329 Liabilities assumed Accounts payable and accrued expenses 4,023 Other liabilities 1,204 Total liabilities assumed 5,227 Purchase price $ 16,102 |
Noncontrolling Interests
Noncontrolling Interests | 3 Months Ended |
Mar. 31, 2017 | |
Noncontrolling Interest [Abstract] | |
Noncontrolling Interests | Noncontrolling Interests Manning & Napier holds an economic interest of approximately 17.8% 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 82.2% 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 March 31, 2017 2016 (in thousands) Income before provision for income taxes $ 17,857 $ 23,858 Less: gain (loss) before provision for income taxes of Manning & Napier, Inc. (a) 3 (17 ) Income before provision for income taxes, as adjusted 17,854 23,875 Controlling interest percentage (b) 17.4 % 16.7 % Net income attributable to controlling interest 3,102 3,979 Plus: gain (loss) before provision for income taxes of Manning & Napier, Inc. (a) 3 (17 ) Income before income taxes attributable to Manning & Napier, Inc. 3,105 3,962 Less: provision for income taxes of Manning & Napier, Inc. (c) 1,208 1,544 Net income attributable to Manning & Napier, Inc. $ 1,897 $ 2,418 ________________________ 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 $1.3 million and $1.7 million for the three months ended March 31, 2017 and 2016 , respectively. As of March 31, 2017 , a total of 63,941,860 units of Manning & Napier Group were held by the noncontrolling interests. 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 March 31, 2017, M&N Group Holdings and MNCC exchanged a total of 1,842,711 Class A units of Manning & Napier Group for approximately $9.8 million in cash. Subsequent to the exchange the Class A units were retired, resulting in an increase in Manning & Napier's ownership in Manning & Napier Group. As of March 31, 2017, the cash payment was included in accrued expenses and other liabilities in the consolidated statement of financial condition. The following is the impact to the Company's equity ownership interest in Manning & Napier Group for the three months ended March 31, 2017 : Manning & Napier Group Class A Units Held Manning & Napier Total Manning & Napier Ownership % As of December 31, 2016 13,826,575 65,784,571 79,611,146 17.4% Class A Units exchanged — (1,842,711 ) (1,842,711 ) 0.4% As of March 31, 2017 13,826,575 63,941,860 77,768,435 17.8% At March 31, 2017 and December 31, 2016 , the Company had recorded a liability of $37.1 million representing the estimated payments due to the selling unit holders under the tax receivable agreement ("TRA") entered into between Manning & Napier and the other holders of Class A Units of Manning & Napier Group. Of these amounts, $2.4 million were included in accrued expenses and other liabilities at March 31, 2017 and December 31, 2016 . The Company made no payments pursuant to the TRA during the three months ended March 31, 2017 and 2016 . 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 | 3 Months Ended |
Mar. 31, 2017 | |
Investments [Abstract] | |
Investment Securities | Investment Securities The following represents the Company’s investment securities holdings as of March 31, 2017 and December 31, 2016 : March 31, 2017 Cost Unrealized Gains Unrealized Losses Fair Value (in thousands) Available-for-sale securities U.S. Treasury notes $ 7,093 $ 9 $ (9 ) $ 7,093 Short-term investments 22,137 — — 22,137 29,230 Trading securities Equity securities 5,265 Fixed income securities 7,758 Mutual funds 305 Mutual funds - consolidated funds 1,061 14,389 Total investment securities $ 43,619 December 31, 2016 Cost Unrealized Gains Unrealized Losses Fair Value (in thousands) Available-for-sale securities U.S. Treasury notes $ 7,093 $ 13 $ (6 ) $ 7,100 Short-term investments 14,744 — — 14,744 21,844 Trading securities Equity securities 7,176 Fixed income securities 7,167 Mutual funds 288 Mutual funds - consolidated funds 995 15,626 Total investment securities $ 37,470 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 for which the Company provides advisory services. At March 31, 2017 and December 31, 2016 , trading securities consist solely of investments held by the Company to provide initial cash seeding for product development purposes. The Company recognized approximately $ 0.6 million and $ 1.0 million of net unrealized gains related to investments classified as trading during the three months ended March 31, 2017 and 2016 , respectively. Investment securities classified as available-for-sale consist of U.S. Treasury notes and other short-term investments for compliance with certain regulatory requirements and to optimize cash management opportunities. As of March 31, 2017 and December 31, 2016 , $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 three months ended March 31, 2017 and 2016 . |
Fair Value Measurements
Fair Value Measurements | 3 Months Ended |
Mar. 31, 2017 | |
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 March 31, 2017 and December 31, 2016 : March 31, 2017 Level 1 Level 2 Level 3 Totals (in thousands) Equity securities $ 5,265 $ — $ — $ 5,265 Fixed income securities 1,136 6,622 — 7,758 Mutual funds 305 — — 305 Mutual funds - consolidated funds 1,061 — — 1,061 U.S. Treasury notes — 7,093 — 7,093 Short-term investments 22,137 — — 22,137 Total assets at fair value $ 29,904 $ 13,715 $ — $ 43,619 Contingent consideration liability $ — $ — $ — $ — Total liabilities at fair value $ — $ — $ — $ — December 31, 2016 Level 1 Level 2 Level 3 Totals (in thousands) Equity securities $ 7,176 $ — $ — $ 7,176 Fixed income securities 1,071 6,096 — 7,167 Mutual funds 288 — — 288 Mutual funds - consolidated funds 995 — — 995 U.S. Treasury notes — 7,100 — 7,100 Short-term investments 14,744 — — 14,744 Total assets at fair value $ 24,274 $ 13,196 $ — $ 37,470 Contingent consideration liability $ — $ — $ — $ — Total liabilities at fair value $ — $ — $ — $ — 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. Contingent consideration was a component of the purchase price of Rainier (Note 3). The contingent consideration is payable over a four year period upon Rainier’s achievement of certain financial targets. The fair value of the contingent consideration is calculated on a quarterly basis by forecasting Rainier’s adjusted earnings before interest, taxes and amortization ("EBITA") as defined by the purchase agreement over the contingency period with changes in the fair value included in other operating costs in the consolidated statements of operations. There were no changes in contingent consideration liability measured at fair value using significant unobservable inputs (Level 3) for the three months ended March 31, 2017 . The fair value was $0 at March 31, 2017 and December 31, 2016 . 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 three months ended March 31, 2017 . |
Accrued Expenses and Other Liab
Accrued Expenses and Other Liabilities | 3 Months Ended |
Mar. 31, 2017 | |
Accounts Payable and Accrued Liabilities [Abstract] | |
Accrued Expenses and Other Liabilities | Accrued Expenses and Other Liabilities Accrued expenses and other liabilities as of March 31, 2017 and December 31, 2016 consisted of the following: March 31, 2017 December 31, 2016 (in thousands) Accrued bonus and sales commissions $ 8,559 $ 18,342 Accrued payroll and benefits 2,910 3,430 Accrued sub-transfer agent fees 3,052 4,785 Dividends payable 1,199 2,397 Accrued distributions to noncontrolling interests 9,857 — Amounts payable under tax receivable agreement 2,364 2,364 Accrued purchase of Class A units of Manning & Napier Group held by noncontrolling interests 9,803 — Other accruals and liabilities 3,775 3,797 $ 41,519 $ 35,115 |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2017 | |
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 March 31, 2017 and December 31, 2016 , the Company has not accrued for any such claims, legal proceedings, or other contingencies. |
Earnings per Common Share
Earnings per Common Share | 3 Months Ended |
Mar. 31, 2017 | |
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 months ended March 31, 2017 and 2016 under the two-class method: Three months ended March 31, 2017 2016 (in thousands, except share data) Net income attributable to controlling and noncontrolling interests $ 16,514 $ 22,184 Less: net income attributable to noncontrolling interests 14,617 19,766 Net income attributable to Manning & Napier, Inc. $ 1,897 $ 2,418 Less: allocation to participating securities 119 162 Net income available to Class A common stock $ 1,778 $ 2,256 Weighted average shares of Class A common stock outstanding - basic 14,042,880 13,745,130 Dilutive effect from unvested equity awards 174,108 339,773 Weighted average shares of Class A common stock outstanding - diluted 14,216,988 14,084,903 Net income available to Class A common stock per share - basic $ 0.13 $ 0.16 Net income available to Class A common stock per share - diluted $ 0.13 $ 0.16 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 months ended March 31, 2017 and 2016 , 940,000 and 1,010,000 , respectively, 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 months ended March 31, 2016 , 120,919 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 March 31, 2017 and 2016 there were 63,941,860 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 the three months ended March 31, 2017 or for the three months ended March 31, 2016 , because the effect would have been anti-dilutive. |
Equity Based Compensation
Equity Based Compensation | 3 Months Ended |
Mar. 31, 2017 | |
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 stockholders prior to the consummation of the Company's 2011 initial public offering. Under the Equity Plan, a total of 13,142,813 equity interests are authorized for issuance, and may be issued in the form of 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. The following table summarizes the award activity for the three months ended March 31, 2017 under the Equity Plan: Restricted Stock Awards Weighted Average Grant Date Fair Value Stock awards outstanding at January 1, 2017 1,207,788 $ 12.56 Granted — $ — Vested — $ — Forfeited — $ — Stock awards outstanding at March 31, 2017 1,207,788 $ 12.56 For the three months ended March 31, 2017 and 2016 , the Company recorded approximately $0.8 million and $1.3 million , respectively, of compensation expense related to awards under the Equity Plan. As of March 31, 2017 , there was unrecognized compensation expense related to Equity Plan awards of approximately $8.2 million , which the Company expects to recognize over a weighted average period of approximately 3.8 years . |
Income Taxes
Income Taxes | 3 Months Ended |
Mar. 31, 2017 | |
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 March 31, 2017 2016 (in thousands) Earnings from continuing operations before income taxes $ 17,857 $ 23,858 Effective tax rate 7.5 % 7.0 % Provision for income taxes 1,343 1,674 Provision for income taxes statutory rate 6,071 8,350 Difference between tax at effective vs. statutory rate $ (4,728 ) $ (6,676 ) For the three months ended March 31, 2017 and 2016 , the difference between the Company’s recorded provision and the provision that would result from applying the U.S. statutory rate of 34% and 35% , respectively, 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 | 3 Months Ended |
Mar. 31, 2017 | |
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 and fees waived was less than $0.1 million for the three months ended March 31, 2017 and 2016 . Affiliated fund transactions The Company earns investment advisory fees and administrative service fees under agreements with affiliated mutual funds and collective investment trusts. The aggregate value of revenue earned was approximately $24.1 million and $28.0 million for the three months ended March 31, 2017 and 2016 , respectively. As of March 31, 2017 and December 31, 2016 , amounts due from the affiliated mutual funds was approximately $6.5 million and $6.8 million , respectively. As of March 31, 2017 and December 31, 2016 , amounts due from affiliated collective investment trusts was approximately $3.9 million and $4.5 million , respectively. The Company incurs certain expenses on behalf of the collective investment trusts and has contractually agreed to limit its fees and reimburse expenses to limit operating expenses incurred by certain affiliated fund series. The aggregate value of fees waived and expenses reimbursed to, or incurred for, affiliated mutual funds and collective investment trusts was $1.3 million and $1.3 million for the three months ended March 31, 2017 and 2016 , respectively. |
Subsequent Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2017 | |
Subsequent Events [Abstract] | |
Subsequent Events | Subsequent Events Distributions and dividends On April 25, 2017 , 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 will be based on earnings for the quarter ended June 30, 2017, with a maximum amount of $10.0 million . Concurrently, the Board of Directors declared a $0.08 per share dividend to the holders of Class A common stock. The dividend is payable on or about August 1, 2017 to shareholders of record as of July 14, 2017 . |
Summary of Significant Accoun22
Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2017 | |
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, 2016 . 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, 2016 . 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. |
Revision of Previously Reported Consolidated Statements of Operations | Revision of Previously Reported Consolidated Statements of Operations In the quarter ended September 30, 2016, the Company revised its treatment of payments made to certain advisory clients, in accordance with Accounting Standard Codification ("ASC") 605-50, Revenue Recognition - Customer Payments and Incentives to properly present these payments as a reduction to revenue. The Company assessed the materiality of this item on its fiscal year ended December 31, 2015, and all prior and subsequent periods, and concluded that the reclassification was not material to any such periods. The statements of operations for the three months ended March 31, 2016 included herein have been revised to reflect the proper presentation of investment management services revenue and distribution, servicing and custody expenses. The reclassification has no impact on operating income or net income. The impact is illustrated below: Three months ended March 31, 2016 (in thousands) Investment management services revenue, as previously reported $ 64,538 Revision (2,496 ) Investment management services revenue, as revised $ 62,042 Distribution, servicing and custody expenses, as previously reported $ 11,338 Revision (2,496 ) Distribution, servicing and custody expenses, as revised $ 8,842 |
Principles of Consolidation | Principles of Consolidation The Company consolidates all majority-owned subsidiaries. In addition, as of March 31, 2017 , Manning & Napier holds an economic interest of approximately 17.8% 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 Update ("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”). When utilizing the voting interest entity ("VOE") model, controlling financial interest in generally defined as majority ownership of voting interests. The Company provides seed capital to its investment teams to develop new products and services for its clients. The original seed investment may be held in a separately managed account, comprised solely of the Company's investments or within a mutual fund, where the Company's investments may represent all or only a portion of the total equity investment in the mutual fund. Pursuant to U.S. GAAP, the Company evaluates its investments in mutual funds on a regular basis and consolidates such mutual funds for which it holds a controlling financial interest. When no longer deemed to hold a controlling financial interest, the Company would deconsolidate the fund and classify the remaining investment as either an equity method investment or as trading securities, as applicable. 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 VOE. The Company holds, in limited cases, direct investments in a mutual 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. The Company's investments in the Fund amounted to approximately $1.4 million as of March 31, 2017 and $1.3 million as of December 31, 2016 . As of March 31, 2017 and December 31, 2016 , the Company maintained a controlling financial interest in one mutual fund, Manning & Napier Fund, Inc. Quality Equity Series, and consolidated the mutual fund. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company generally 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 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 March 31, 2017 , trading securities consist solely of investments held by the Company to provide initial cash seeding for product development purposes. Investment securities classified as available-for-sale consist of U.S. Treasury notes and other short-term investments. Unrealized gains and losses on available-for-sale securities are excluded from earnings and are reported, net of deferred income tax, as a separate component of accumulated other comprehensive income in stockholders’ equity until realized. The Company periodically reviews each individual security position that has an unrealized loss, or impairment, to determine if that impairment is other-than-temporary. If impairment is determined to be other-than-temporary, the carrying value of the security will be written down to fair value and the loss will be recognized in earnings. Realized gains and losses on sales of available-for-sale securities are computed on a specific identification basis and are recorded in net gains (losses) on investments in the consolidated statements of operations. |
Property, Plant and Equipment, Policy [Policy Text Block] | Property and Equipment Property and equipment is presented net of accumulated depreciation of approximately $11.9 million and $11.6 million as of March 31, 2017 and December 31, 2016 , respectively. |
Goodwill and Intangible Assets | 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. |
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. Investment management fees are presented net of cash rebates and fees waived pursuant to contractual expense limitations of the funds. The Company is contractually obligated to make payments to certain advisory clients with the intent of providing those clients a discounted fee. In accordance with ASC 605-50 , Revenue Recognition - Customer Payments and Incentives , these payments are presented as a reduction to revenue. Incentives reported as a reduction to revenue for the three months ended March 31, 2017 and 2016 were approximately $3.3 million and $2.5 million , respectively. 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 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 affiliated mutual funds and collective investment trusts. Fees earned for advisory related services were approximately $24.1 million and $28.0 million for the three months ended March 31, 2017 and 2016 , respectively, which represents greater than 10% of the Company's revenue in each period. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers (Topic 606) , which supersedes existing accounting standards for revenue recognition and creates a single framework. The revenue standard contains principals that will be applied to determine the measurement of revenue and timing of recognition. We will adopt the new standard on its effective date of January 1, 2018. We have not yet selected whether we will adopt the standard using the retrospective approach with adjustment to each prior period or modified retrospective approach with the cumulative effect of initial application recognized at the date of initial application. We are continuing to assess the impact of adoption though early conclusions indicate the standard will not have a material impact on our financial condition and results of operations. While we have not identified material changes in the timing of revenue recognition, we continue to evaluate the presentation of certain revenue related costs on a gross versus net basis as well as the additional disclosures required by the standard. 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 - Stock Compensation (Topic 718), Improvements to Employee Share-Based Payment Accounting , which is intended to simplify several aspects of the accounting for share-based payment award transactions. The guidance is effective for fiscal years beginning after December 15, 2016. The Company's adoption of these amendments on January 1, 2017 did not have a material impact on its consolidated financial statements. In August 2016, the FASB issued ASU 2016-15, Statement of Cash Flows (Topic 230), Classification of Certain Cash Receipts and Cash Payments , to clarify guidance on the classification of certain cash receipts and cash payments in the statement of cash flows. The FASB issued the ASU with the intent of reducing diversity in practice regarding eight types of cash flows. The ASU is effective for annual reporting periods beginning after December 15, 2017, including interim periods within those annual reporting periods. The Company is evaluating the effect of adopting this new accounting standard. In January 2017, the FASB issued ASU 2017-04, Intangibles - Goodwill and Other (Topic 350), Simplifying the Test for Goodwill Impairment , which simplifies the accounting for goodwill impairments by eliminating step two from the goodwill impairment test. The ASU requires goodwill impairments to be measured on the basis of the fair value of the reporting unit relative to the reporting unit's carrying amount rather than on the basis of the implied amount of goodwill relative to the goodwill balance of the reporting unit. The ASU is effective for annual and interim impairment tests for periods beginning after December 15, 2019. Early adoption is allowed for annual and interim impairment tests occurring after January 1, 2017. The Company is evaluating the effect of adopting this new accounting standard. |
Summary of Significant Accoun23
Summary of Significant Accounting Policies Reclassification of payments made to certain advisory clients (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Accounting Policies [Abstract] | |
Reclassification of significant payments made to certain advisory clients | The impact is illustrated below: Three months ended March 31, 2016 (in thousands) Investment management services revenue, as previously reported $ 64,538 Revision (2,496 ) Investment management services revenue, as revised $ 62,042 Distribution, servicing and custody expenses, as previously reported $ 11,338 Revision (2,496 ) Distribution, servicing and custody expenses, as revised $ 8,842 |
Acquisitions (Tables)
Acquisitions (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Business Combinations [Abstract] | |
Schedule of preliminary allocation of purchase price to assets acquired and liabilities assumed | The final purchase price was allocated as follows (in thousands): Assets acquired Current assets $ 6,998 Property and equipment, net 783 Intangible assets Client relationships 9,320 Trademarks 270 Goodwill 3,958 Total assets acquired 21,329 Liabilities assumed Accounts payable and accrued expenses 4,023 Other liabilities 1,204 Total liabilities assumed 5,227 Purchase price $ 16,102 |
Noncontrolling Interests (Table
Noncontrolling Interests (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
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 March 31, 2017 2016 (in thousands) Income before provision for income taxes $ 17,857 $ 23,858 Less: gain (loss) before provision for income taxes of Manning & Napier, Inc. (a) 3 (17 ) Income before provision for income taxes, as adjusted 17,854 23,875 Controlling interest percentage (b) 17.4 % 16.7 % Net income attributable to controlling interest 3,102 3,979 Plus: gain (loss) before provision for income taxes of Manning & Napier, Inc. (a) 3 (17 ) Income before income taxes attributable to Manning & Napier, Inc. 3,105 3,962 Less: provision for income taxes of Manning & Napier, Inc. (c) 1,208 1,544 Net income attributable to Manning & Napier, Inc. $ 1,897 $ 2,418 ________________________ 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 $1.3 million and $1.7 million for the three months ended March 31, 2017 and 2016 , respectively. |
Impact to the Company's ownership interest | The following is the impact to the Company's equity ownership interest in Manning & Napier Group for the three months ended March 31, 2017 : Manning & Napier Group Class A Units Held Manning & Napier Total Manning & Napier Ownership % As of December 31, 2016 13,826,575 65,784,571 79,611,146 17.4% Class A Units exchanged — (1,842,711 ) (1,842,711 ) 0.4% As of March 31, 2017 13,826,575 63,941,860 77,768,435 17.8% |
Investment Securities (Tables)
Investment Securities (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Investments [Abstract] | |
Company's Investment Securities Holdings | The following represents the Company’s investment securities holdings as of March 31, 2017 and December 31, 2016 : March 31, 2017 Cost Unrealized Gains Unrealized Losses Fair Value (in thousands) Available-for-sale securities U.S. Treasury notes $ 7,093 $ 9 $ (9 ) $ 7,093 Short-term investments 22,137 — — 22,137 29,230 Trading securities Equity securities 5,265 Fixed income securities 7,758 Mutual funds 305 Mutual funds - consolidated funds 1,061 14,389 Total investment securities $ 43,619 December 31, 2016 Cost Unrealized Gains Unrealized Losses Fair Value (in thousands) Available-for-sale securities U.S. Treasury notes $ 7,093 $ 13 $ (6 ) $ 7,100 Short-term investments 14,744 — — 14,744 21,844 Trading securities Equity securities 7,176 Fixed income securities 7,167 Mutual funds 288 Mutual funds - consolidated funds 995 15,626 Total investment securities $ 37,470 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
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 March 31, 2017 and December 31, 2016 : March 31, 2017 Level 1 Level 2 Level 3 Totals (in thousands) Equity securities $ 5,265 $ — $ — $ 5,265 Fixed income securities 1,136 6,622 — 7,758 Mutual funds 305 — — 305 Mutual funds - consolidated funds 1,061 — — 1,061 U.S. Treasury notes — 7,093 — 7,093 Short-term investments 22,137 — — 22,137 Total assets at fair value $ 29,904 $ 13,715 $ — $ 43,619 Contingent consideration liability $ — $ — $ — $ — Total liabilities at fair value $ — $ — $ — $ — December 31, 2016 Level 1 Level 2 Level 3 Totals (in thousands) Equity securities $ 7,176 $ — $ — $ 7,176 Fixed income securities 1,071 6,096 — 7,167 Mutual funds 288 — — 288 Mutual funds - consolidated funds 995 — — 995 U.S. Treasury notes — 7,100 — 7,100 Short-term investments 14,744 — — 14,744 Total assets at fair value $ 24,274 $ 13,196 $ — $ 37,470 Contingent consideration liability $ — $ — $ — $ — Total liabilities at fair value $ — $ — $ — $ — |
Accrued Expenses and Other Li28
Accrued Expenses and Other Liabilities (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Accounts Payable and Accrued Liabilities [Abstract] | |
Accrued Expenses and Other Liabilities | Accrued expenses and other liabilities as of March 31, 2017 and December 31, 2016 consisted of the following: March 31, 2017 December 31, 2016 (in thousands) Accrued bonus and sales commissions $ 8,559 $ 18,342 Accrued payroll and benefits 2,910 3,430 Accrued sub-transfer agent fees 3,052 4,785 Dividends payable 1,199 2,397 Accrued distributions to noncontrolling interests 9,857 — Amounts payable under tax receivable agreement 2,364 2,364 Accrued purchase of Class A units of Manning & Napier Group held by noncontrolling interests 9,803 — Other accruals and liabilities 3,775 3,797 $ 41,519 $ 35,115 |
Earnings per Common Share (Tabl
Earnings per Common Share (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
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 months ended March 31, 2017 and 2016 under the two-class method: Three months ended March 31, 2017 2016 (in thousands, except share data) Net income attributable to controlling and noncontrolling interests $ 16,514 $ 22,184 Less: net income attributable to noncontrolling interests 14,617 19,766 Net income attributable to Manning & Napier, Inc. $ 1,897 $ 2,418 Less: allocation to participating securities 119 162 Net income available to Class A common stock $ 1,778 $ 2,256 Weighted average shares of Class A common stock outstanding - basic 14,042,880 13,745,130 Dilutive effect from unvested equity awards 174,108 339,773 Weighted average shares of Class A common stock outstanding - diluted 14,216,988 14,084,903 Net income available to Class A common stock per share - basic $ 0.13 $ 0.16 Net income available to Class A common stock per share - diluted $ 0.13 $ 0.16 |
Equity Based Compensation (Tabl
Equity Based Compensation (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Share-based Compensation [Abstract] | |
Schedule of Share-based Compensation, Restricted Stock and Restricted Stock Units Activity | The following table summarizes the award activity for the three months ended March 31, 2017 under the Equity Plan: Restricted Stock Awards Weighted Average Grant Date Fair Value Stock awards outstanding at January 1, 2017 1,207,788 $ 12.56 Granted — $ — Vested — $ — Forfeited — $ — Stock awards outstanding at March 31, 2017 1,207,788 $ 12.56 |
Income Taxes (Tables)
Income Taxes (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
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 March 31, 2017 2016 (in thousands) Earnings from continuing operations before income taxes $ 17,857 $ 23,858 Effective tax rate 7.5 % 7.0 % Provision for income taxes 1,343 1,674 Provision for income taxes statutory rate 6,071 8,350 Difference between tax at effective vs. statutory rate $ (4,728 ) $ (6,676 ) |
Organization and Nature of th32
Organization and Nature of the Business (Details) | 3 Months Ended |
Mar. 31, 2017 | |
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 | 17.80% |
Majority Outside Ownership Interest in limited liability and limited partnership companies | 81.20% |
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 | 17.80% |
Majority Outside Voting Rights in Limited Liability Company LLC or Limited Partnership companies | 81.20% |
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 | 17.80% |
Majority Outside Economic Rights in Limited Liability Company LLC Or Limited Partnership Companies | 81.20% |
Summary of Significant Accoun33
Summary of Significant Accounting Policies (Revision of Previously Reported Amounts) (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||
Investment management services revenue | $ 55,485 | $ 62,042 |
Distribution, servicing and custody expenses | $ 7,411 | 8,842 |
Scenario, Previously Reported | ||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||
Investment management services revenue | 64,538 | |
Distribution, servicing and custody expenses | 11,338 | |
Correction of Presentation of Investment Management Services Revenue and Certain Expenses | Restatement Adjustment | ||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||
Investment management services revenue | (2,496) | |
Distribution, servicing and custody expenses | $ (2,496) |
Summary of Significant Accoun34
Summary of Significant Accounting Policies (Narrative) (Details) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2017USD ($)Segment | Mar. 31, 2016USD ($) | Dec. 31, 2016USD ($) | |
Basis Of Presentation And Summary Of Significant Accounting Policies [Line Items] | |||
Trading securities, at fair value | $ 14,389 | $ 15,626 | |
Accumulated depreciation | $ 11,900 | 11,600 | |
Number of segments | Segment | 1 | ||
Incentives amount | $ 3,300 | $ 2,500 | |
Fees earned for advisory related services provided to the Fund and CIT investment vehicles | 24,100 | $ 28,000 | |
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 | $ 1,400 | $ 1,300 | |
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) | 17.80% |
Acquisitions (Textual) (Details
Acquisitions (Textual) (Details) - USD ($) | Apr. 30, 2016 | Mar. 31, 2017 | Dec. 31, 2016 |
Business Acquisition [Line Items] | |||
Contingent consideration liability | $ 0 | $ 0 | |
Rainier Investment Management, LLC | |||
Business Acquisition [Line Items] | |||
Percentage of interests acquired | 75.00% | ||
Noncontrolling interest ownership percentage | 25.00% | ||
Noncontrolling interest ownership percentage by Parent | 82.00% | ||
Payments to acquire business | $ 13,000,000 | ||
Contingent additional payment, term | 4 years | ||
Liability for contingent consideration recognized | $ 3,500,000 | $ 0 | $ 0 |
Maximum | Rainier Investment Management, LLC | |||
Business Acquisition [Line Items] | |||
Contingent consideration liability | $ 32,500,000 |
Acquisitions (Purchase Price Al
Acquisitions (Purchase Price Allocation) (Details) - USD ($) $ in Thousands | Mar. 31, 2017 | Dec. 31, 2016 |
Intangible assets | ||
Goodwill | $ 4,829 | $ 4,829 |
Rainier Investment Management, LLC | ||
Assets acquired | ||
Current assets | 6,998 | |
Property and equipment, net | 783 | |
Intangible assets | ||
Goodwill | 3,958 | |
Total assets acquired | 21,329 | |
Liabilities assumed | ||
Accounts payable and accrued expenses | 4,023 | |
Other liabilities | 1,204 | |
Total liabilities assumed | 5,227 | |
Purchase price | 16,102 | |
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 ($) $ in Thousands | Mar. 31, 2017 | Mar. 31, 2017 | Dec. 31, 2016 | Mar. 31, 2016 |
Noncontrolling Interest [Line Items] | ||||
Accrued purchase of Class A units of Manning & Napier Group held by noncontrolling interests | $ 9,803 | $ 9,803 | $ 0 | |
Noncontrolling Interest, Decrease from Redemptions or Purchase of Interests, Shares | (1,842,711) | |||
Payments due to selling unit holders | 37,100 | $ 37,100 | 37,100 | |
Amounts payable under tax receivable agreement | $ 2,364 | $ 2,364 | $ 2,364 | |
Manning & Napier Group, LLC | ||||
Noncontrolling Interest [Line Items] | ||||
Percentage of economic interest in Manning & Napier Group held by Manning & Napier, Inc (percent) | 17.80% | 17.80% | ||
Accrued purchase of Class A units of Manning & Napier Group held by noncontrolling interests | $ 9,800 | $ 9,800 | ||
Noncontrolling Interest, Decrease from Redemptions or Purchase of Interests, Shares | (1,842,711) | |||
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) | 82.20% | 82.20% | ||
Class A Units | Manning & Napier Group, LLC | ||||
Noncontrolling Interest [Line Items] | ||||
Percentage of economic interest in Manning & Napier Group held by Manning & Napier, Inc (percent) | 17.80% | 17.80% | 17.40% | |
Noncontrolling Interest, Shares Held by Parent | 13,826,575 | 13,826,575 | 13,826,575 | |
Noncontrolling Interest, Shares, Total | 77,768,435 | 77,768,435 | 79,611,146 | |
Noncontrolling Interest, Ownership Percentage by Parent, Exchanged | 0.40% | |||
Class A units | Class A Units | ||||
Noncontrolling Interest [Line Items] | ||||
Number of common units available for conversion | 63,941,860 | 63,941,860 | 65,784,571 | 67,896,484 |
Noncontrolling Interests (Recon
Noncontrolling Interests (Reconciliation of Income) (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2017 | Mar. 31, 2016 | ||
Noncontrolling Interest [Abstract] | |||
Income before provision for income taxes | $ 17,857 | $ 23,858 | |
Less: gain (loss) before provision for income taxes of Manning & Napier, Inc. | [1] | 3 | (17) |
Income before provision for income taxes, as adjusted | $ 17,854 | $ 23,875 | |
Controlling interest percentage | [2] | 17.40% | 16.70% |
Net income attributable to controlling interest | $ 3,102 | $ 3,979 | |
Plus: gain (loss) before provision for income taxes of Manning & Napier, Inc. | [1] | 3 | (17) |
Income before income taxes attributable to Manning & Napier, Inc. | 3,105 | 3,962 | |
Less: provision for income taxes of Manning & Napier, Inc. | [3] | 1,208 | 1,544 |
Net income attributable to Manning & Napier, Inc. | 1,897 | 2,418 | |
Provision for income taxes | $ 1,343 | $ 1,674 | |
[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 $1.3 million and $1.7 million for the three months ended March 31, 2017 and 2016, respectively. |
Investment Securities (Company'
Investment Securities (Company's Investment Securities Holdings) (Details) - USD ($) $ in Thousands | Mar. 31, 2017 | Dec. 31, 2016 |
Investment Holdings [Line Items] | ||
Fair Value | $ 29,230 | $ 21,844 |
Trading securities, at fair value | 14,389 | 15,626 |
Total investment securities | 43,619 | 37,470 |
U.S. Treasury notes | ||
Investment Holdings [Line Items] | ||
Cost | 7,093 | 7,093 |
Unrealized Gains | 9 | 13 |
Unrealized Losses | (9) | (6) |
Fair Value | 7,093 | 7,100 |
Short-term investments | ||
Investment Holdings [Line Items] | ||
Cost | 22,137 | 14,744 |
Unrealized Gains | 0 | 0 |
Unrealized Losses | 0 | 0 |
Fair Value | 22,137 | 14,744 |
Equity securities | ||
Investment Holdings [Line Items] | ||
Trading securities, at fair value | 5,265 | 7,176 |
Fixed income securities | ||
Investment Holdings [Line Items] | ||
Trading securities, at fair value | 7,758 | 7,167 |
Mutual Funds | ||
Investment Holdings [Line Items] | ||
Trading securities, at fair value | 305 | 288 |
Mutual funds - consolidated funds | ||
Investment Holdings [Line Items] | ||
Trading securities, at fair value | 1,061 | 995 |
Manning & Napier Fund | Mutual Funds | ||
Investment Holdings [Line Items] | ||
Trading securities, at fair value | 305 | 288 |
Level 2 | U.S. Treasury notes | ||
Investment Holdings [Line Items] | ||
Fair Value | 7,093 | 7,100 |
Level 2 | Short-term investments | ||
Investment Holdings [Line Items] | ||
Fair Value | 0 | 0 |
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 | 6,622 | 6,096 |
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 |
Investment Securities (Textual)
Investment Securities (Textual) (Details) - USD ($) | 3 Months Ended | ||
Mar. 31, 2017 | Mar. 31, 2016 | Dec. 31, 2016 | |
Investments [Abstract] | |||
Recognized net unrealized gains (loss) on trading securities | $ 600,000 | $ 1,000,000 | |
Available-for-sale Securities, Restricted | 600,000 | $ 600,000 | |
Other than temporary impairment losses | $ 0 | $ 0 |
Fair Value Measurements (Detail
Fair Value Measurements (Details) - USD ($) | Apr. 30, 2016 | Mar. 31, 2017 | Dec. 31, 2016 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Trading securities, at fair value | $ 14,389,000 | $ 15,626,000 | |
Available-for-sale securities, at fair value | 29,230,000 | 21,844,000 | |
Total assets at fair value | 43,619,000 | 37,470,000 | |
Contingent consideration liability | 0 | 0 | |
Total liabilities at fair value | 0 | 0 | |
Fair Value, Measurement with Unobservable Inputs Reconciliations, Recurring Basis, Liability Value | 0 | 0 | |
Equity securities | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Trading securities, at fair value | 5,265,000 | 7,176,000 | |
Fixed income securities | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Trading securities, at fair value | 7,758,000 | 7,167,000 | |
Mutual Funds | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Trading securities, at fair value | 305,000 | 288,000 | |
Mutual funds - consolidated funds | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Trading securities, at fair value | 1,061,000 | 995,000 | |
Short-term investments | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Available-for-sale securities, at fair value | 22,137,000 | 14,744,000 | |
U.S. Treasury notes | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Available-for-sale securities, at fair value | 7,093,000 | 7,100,000 | |
Level 1 | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Total assets at fair value | 29,904,000 | 24,274,000 | |
Contingent consideration liability | 0 | 0 | |
Total liabilities at fair value | 0 | 0 | |
Level 1 | Equity securities | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Trading securities, at fair value | 5,265,000 | 7,176,000 | |
Level 1 | Fixed income securities | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Trading securities, at fair value | 1,136,000 | 1,071,000 | |
Level 1 | Mutual Funds | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Trading securities, at fair value | 305,000 | 288,000 | |
Level 1 | Mutual funds - consolidated funds | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Trading securities, at fair value | 1,061,000 | 995,000 | |
Level 1 | Short-term investments | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Available-for-sale securities, at fair value | 22,137,000 | 14,744,000 | |
Level 1 | U.S. Treasury notes | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Available-for-sale securities, at fair value | 0 | 0 | |
Level 2 | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Total assets at fair value | 13,715,000 | 13,196,000 | |
Contingent consideration liability | 0 | 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 | 6,622,000 | 6,096,000 | |
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 | Short-term investments | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Available-for-sale securities, at fair value | 0 | 0 | |
Level 2 | U.S. Treasury notes | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Available-for-sale securities, at fair value | 7,093,000 | 7,100,000 | |
Level 3 | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Total assets at fair value | 0 | 0 | |
Contingent consideration liability | 0 | 0 | |
Total liabilities at fair value | 0 | 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 | Short-term investments | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Available-for-sale securities, at fair value | 0 | 0 | |
Level 3 | U.S. Treasury notes | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Available-for-sale securities, at fair value | $ 0 | $ 0 | |
Rainier Investment Management, LLC | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Contingent additional payment, term | 4 years |
Accrued Expenses and Other Li42
Accrued Expenses and Other Liabilities (Details) - USD ($) $ in Thousands | Mar. 31, 2017 | Dec. 31, 2016 |
Accounts Payable and Accrued Liabilities [Abstract] | ||
Accrued bonus and sales commissions | $ 8,559 | $ 18,342 |
Accrued payroll and benefits | 2,910 | 3,430 |
Accrued sub-transfer agent fees | 3,052 | 4,785 |
Dividends payable | 1,199 | 2,397 |
Accrued distributions to noncontrolling interests | 9,857 | 0 |
Amounts payable under tax receivable agreement | 2,364 | 2,364 |
Accrued purchase of Class A units of Manning & Napier Group held by noncontrolling interests | 9,803 | 0 |
Other accruals and liabilities | 3,775 | 3,797 |
Accrued expenses and other liabilities | $ 41,519 | $ 35,115 |
Earnings per Common Share (Deta
Earnings per Common Share (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | ||
Mar. 31, 2017 | Mar. 31, 2016 | Dec. 31, 2016 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Net income attributable to controlling and noncontrolling interests | $ 16,514 | $ 22,184 | |
Less: net income attributable to noncontrolling interests | 14,617 | 19,766 | |
Net income attributable to Manning & Napier, Inc. | 1,897 | 2,418 | |
Less: allocation to participating securities | 119 | 162 | |
Net income available to Class A common stock | $ 1,778 | $ 2,256 | |
Weighted average shares of Class A common stock outstanding - basic (in shares) | 14,042,880 | 13,745,130 | |
Dilutive effect from unvested equity awards (in shares) | 174,108 | 339,773 | |
Weighted average shares of Class A common stock outstanding - diluted (in shares) | 14,216,988 | 14,084,903 | |
Net income available to Class A common stock per share - basic (in dollars per share) | $ 0.13 | $ 0.16 | |
Net income available to Class A common stock per share - diluted (in dollars per share) | $ 0.13 | $ 0.16 | |
Antidilutive securities excluded from computation of earnings per share (in shares) | 940,000 | 1,010,000 | |
Class A units | Class A Units | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Number of common units available for conversion | 63,941,860 | 67,896,484 | 65,784,571 |
Performance Shares | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Antidilutive securities excluded from computation of earnings per share (in shares) | 120,919 |
Equity Based Compensation (Rest
Equity Based Compensation (Restricted Stock Awards) (Details) | 3 Months Ended |
Mar. 31, 2017$ / sharesshares | |
Stock Units | |
Stock unit awards, beginning balance (shares) | shares | 1,207,788 |
Granted (shares) | shares | 0 |
Vested (shares) | shares | 0 |
Forfeited (shares) | shares | 0 |
Stock unit awards, ending balance (shares) | shares | 1,207,788 |
Weighted Average Grant Date Fair Value | |
Stock unit awards, beginning balance, weighted average grant date fair value (dollars per share) | $ / shares | $ 12.56 |
Granted, weighted average grant date fair value (dollars per share) | $ / shares | 0 |
Vested, weighted average grant date fair value (dollars per share) | $ / shares | 0 |
Forfeited, weighted average grant date fair value (dollars per share) | $ / shares | 0 |
Stock unit awards, ending balance, weighted average grant date fair value (dollars per share) | $ / shares | $ 12.56 |
Equity Based Compensation (Text
Equity Based Compensation (Textual) (Details) - 2011 Plan - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Number of shares authorized | 13,142,813 | |
Share-based compensation expense | $ 0.8 | $ 1.3 |
Unrecognized compensation expense related to unvested awards | $ 8.2 | |
Weighted average period of unrecognized compensation expense (years) | 3 years 10 months |
Income Taxes (Details)
Income Taxes (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Income Tax Disclosure [Abstract] | ||
Earnings from continuing operations before income taxes | $ 17,857 | $ 23,858 |
Effective Tax Rate (percent) | 7.50% | 7.00% |
Provision for income taxes | $ 1,343 | $ 1,674 |
Provision for income taxes @ statutory rate | 6,071 | 8,350 |
Difference between tax at effective vs. statutory rate | $ (4,728) | $ (6,676) |
Effective income tax rate, federal statutory income tax rate (percent) | 34.00% | 35.00% |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2017 | Mar. 31, 2016 | Dec. 31, 2016 | |
Related Party Transaction [Line Items] | |||
Related party transaction, fees waived (less than) | $ 100 | $ 100 | |
Fees earned for advisory related services provided to the Fund and CIT investment vehicles | 24,100 | 28,000 | |
Accounts receivable—affiliated mutual funds | 6,534 | $ 6,761 | |
Affiliated Mutual Funds and Collective Trusts [Member] | |||
Related Party Transaction [Line Items] | |||
Advisory Fees Waived | 1,300 | $ 1,300 | |
Manning & Napier Fund, Inc., and Rainier Investment Management Mutual Funds [Member] | Affiliated Entity [Member] | |||
Related Party Transaction [Line Items] | |||
Accounts receivable—affiliated mutual funds | 6,500 | 6,800 | |
Exeter Trust Company Collective Investment Trust [Member] | Affiliated Entity [Member] | |||
Related Party Transaction [Line Items] | |||
Accounts receivable—affiliated mutual funds | $ 3,900 | $ 4,500 |
Subsequent Events (Details)
Subsequent Events (Details) - USD ($) $ / shares in Units, $ in Millions | Apr. 25, 2017 | Mar. 31, 2017 | Mar. 31, 2016 |
Subsequent Event [Line Items] | |||
Per share dividend declared to the holders of Class A common stock | $ 0.08 | $ 0.16 | |
Class A common stock | |||
Subsequent Event [Line Items] | |||
Per share dividend declared to the holders of Class A common stock | $ 0.08 | $ 0.16 | |
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 | $ 0.08 | ||
Maximum | Manning & Napier Group, LLC | Subsequent Event | |||
Subsequent Event [Line Items] | |||
Amount approved for distribution to members of Manning & Napier Group | $ 10 | ||
Held-for-sale | |||
Subsequent Event [Line Items] | |||
Assets under Management, Carrying Amount | $ 600 |