Noncontrolling Interests | Noncontrolling Interests Manning & Napier holds an economic interest of approximately 97.7% in Manning & Napier Group, and 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 approximately 2.3% economic interest in Manning & Napier Group held by M&N Group Holdings. 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 table provides a reconciliation from “Income before provision for (benefit from) income taxes” to “Net income attributable to Manning & Napier, Inc.”: Three months ended September 30, Nine months ended September 30, 2021 2020 2021 2020 (in thousands) Income before provision for (benefit from) income taxes $ 9,233 $ 4,805 $ 23,926 $ 8,157 Less: income (loss) before provision for (benefit from) income taxes of Manning & Napier, Inc. (1) (24) 14 (234) (1,950) Income before provision for income taxes, as adjusted 9,257 4,791 24,160 10,107 Controlling interest percentage (2) 97.7 % 88.2 % 92.7 % 64.0 % Net income attributable to controlling interest 9,042 4,225 22,388 6,471 Plus: income (loss) before provision for (benefit from) income taxes of Manning & Napier, Inc. (1) (24) 14 (234) (1,950) Income (loss) before provision for (benefit from) income taxes attributable to Manning & Napier, Inc. 9,018 4,239 22,154 4,521 Less: provision for (benefit from) income taxes of Manning & Napier, Inc. (3) 2,515 1,732 4,486 (390) Net income attributable to Manning & Napier, Inc. $ 6,503 $ 2,507 $ 17,668 $ 4,911 ________________________ (1) Manning & Napier, Inc. incurs certain income 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 (benefit from) 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's income for the respective periods. (3) The consolidated provision for (benefit from) income taxes is equal to the sum of (i) the provision for (benefit from) income taxes for entities other than Manning & Napier, Inc. and (ii) the provision for (benefit from) income taxes of Manning & Napier, Inc. which includes all U.S. federal and state income taxes. The consolidated provision for (benefit from) income taxes was a provision of $2.5 million and $1.7 million for the three months ended September 30, 2021 and 2020, respectively, and a provision of $4.5 million and benefit of less than $0.1 million for the nine months ended September 30, 2021 and 2020, respectively. As of September 30, 2021, a total of 428,812 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 ("Exchange Agreement"), such units may be tendered for exchange or redemption. For any units exchanged, the Company may (i) pay an amount of cash equal to the number of tendered units 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 15, 2021, the Company received notice that 1,592,969 of Class A units of Manning & Napier Group were tendered for redemption or exchange. The independent directors, on behalf of the Company, decided that such exchange would be settled in 1,592,969 shares of unregistered Class A common stock of the Company. The Company completed the exchange on June 30, 2021 and as a result, Manning & Napier acquired an equivalent number of Class A units of Manning & Napier Group and its ownership of Manning & Napier Group increased from 89.0% to 97.7%. During the nine months ended September 30, 2021, Class A common stock was issued under the Company's 2011 Equity Compensation Plan (the "Equity Plan") for which Manning & Napier, Inc. acquired an equivalent number of Class A units of Manning & Napier Group. The following is the impact to the Company's equity ownership interest in Manning & Napier Group for the nine months ended September 30, 2021: Manning & Napier Group Class A Units Held Manning & Napier Total Manning & Napier Ownership % As of December 31, 2020 15,783,638 2,021,781 17,805,419 88.6% Class A Units issued 624,323 — 624,323 0.4% Class A Units exchanged 1,592,969 (1,592,969) — 8.7% As of September 30, 2021 18,000,930 428,812 18,429,742 97.7% Manning & Napier Inc., as managing member, controls all of the business and affairs of Manning & Napier Group. Since the Company continues to have a controlling interest in Manning & Napier Group, the aforementioned changes in ownership of Manning & Napier Group were accounted for as equity transactions under ASC Topic 810, Consolidation . Additional paid-in capital and noncontrolling interests in the consolidated statements of financial position are adjusted to reallocate the Company's historical equity to reflect the change in ownership of Manning & Napier Group. As a result of the completion of the exchange on June 30, 2021 and Manning & Napier Group's election under Section 754 of the Internal Revenue Code ("IRC"), the Company expects to benefit from future depreciation and amortization deductions resulting from increases in the tax basis of tangible and intangible assets of Manning & Napier Group. Those deductions allocated to the Company will be taken into account in reporting the Company's taxable income resulting in the recognition of a deferred tax asset. Manning & Napier and the holders of Manning & Napier Group are party to a tax receivable agreement ("TRA"), pursuant to which Manning & Napier is required to pay to such holders 85% of the applicable cash savings, if any, in U.S. federal, state, local and foreign income tax that Manning & Napier actually realizes, or is deemed to realize in certain circumstances, as a result of (i) certain tax attributes of their units sold to Manning & Napier or exchanged (for shares of Class A common stock) and that are created as a result of the sales or exchanges and payments under the TRA and (ii) tax benefits related to imputed interest. Accordingly, as a result of the completion of the exchange on June 30, 2021, deferred tax assets, amounts payable under the tax receivable agreement and additional paid-in capital increased by approximately $1.9 million, $1.6 million and $0.3 million respectively, within the Company’s consolidated statements of financial condition. In addition, the Company recognized a deferred tax asset of approximately $0.3 million, resulting from an increased share of Manning & Napier Group's existing deferred tax assets. At September 30, 2021 and December 31, 2020, the Company had recorded a liability of $18.8 million and $19.0 million, respectively, representing the estimated payments due to the selling unit holders under the TRA entered into between Manning & Napier and the other holders of Class A Units of Manning & Napier Group. Of these amounts, approximately $3.2 million and $5.2 million were included in accrued expenses and other liabilities at September 30, 2021 and December 31, 2020, respectively. The Company made payments of approximately $2.1 million during the nine months ended September 30, 2021 and made no payments pursuant to the TRA during the nine months ended September 30, 2020. 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. |