Document_and_Entity_Informatio
Document and Entity Information | 3 Months Ended | ||
Mar. 31, 2014 | 14-May-14 | 14-May-14 | |
Common Class A | Common Class B | ||
Document Information [Line Items] | ' | ' | ' |
Entity Registrant Name | 'RCS Capital Corp | ' | ' |
Entity Central Index Key | '0001568832 | ' | ' |
Current Fiscal Year End Date | '--12-31 | ' | ' |
Entity Filer Category | 'Smaller Reporting Company | ' | ' |
Document Type | '10-Q | ' | ' |
Document Period End Date | 31-Mar-14 | ' | ' |
Document Fiscal Year Focus | '2014 | ' | ' |
Document Fiscal Period Focus | 'Q1 | ' | ' |
Amendment Flag | 'false | ' | ' |
Entity Common Stock, Shares Outstanding | ' | 28,317,237 | 1 |
Consolidated_Statements_of_Fin
Consolidated Statements of Financial Condition (USD $) | Mar. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
ASSETS | ' | ' |
Cash and cash equivalents (includes restricted cash of $55,000 and $0, respectively) | $100,421 | $45,744 |
Available-for-sale securities | 6,318 | 8,528 |
Investment securities | 6,558 | 5,874 |
Selling commission and dealer manager fees | ' | ' |
Due from related parties | 2,240 | 1,072 |
Due from non-related parties | 0 | 21 |
Reimbursable expenses | ' | ' |
Due from related parties | 11,741 | 18,772 |
Due from non-related parties | 528 | 584 |
Investment banking fees (related party) | 1,504 | 21,420 |
Due from RCAP Holdings and other related parties | 1,005 | 7,156 |
Property and equipment (net of accumulated depreciation $249 and $198, respectively) | 569 | 458 |
Prepaid expenses and other assets | 11,581 | 1,372 |
Deferred income tax asset (net) | 877 | 126 |
Deferred offering costs and financing fees | 3,028 | 0 |
Total assets | 146,370 | 111,127 |
LIABILITIES AND STOCKHOLDERS' EQUITY | ' | ' |
Accounts payable | 9,050 | 4,695 |
Accrued expenses | ' | ' |
Due to related parties | 3,494 | 5,894 |
Due to non-related parties | 19,362 | 16,736 |
Payable to broker-dealers | 8,666 | 1,259 |
Deferred revenue (affiliated) | 1,877 | 2,567 |
Dividends payable | 5,121 | 450 |
Total liabilities | 47,570 | 31,601 |
Additional paid-in capital | 91,216 | 43,376 |
Accumulated other comprehensive loss | -85 | -46 |
Retained earnings | 0 | 1,499 |
Total stockholders' equity | 91,158 | 44,856 |
Non-controlling interest | 7,642 | 34,670 |
Total liabilities and equity | 146,370 | 111,127 |
Common Class A | ' | ' |
Accrued expenses | ' | ' |
Class A common stock, $0.001 par value, 100,000,000 shares authorized, 28,317,237 issued and outstanding as of March 31, 2014, and 100,000,000 shares authorized, 2,500,000 issued and outstanding as of December 31, 2013 | 27 | 3 |
Common Class B | ' | ' |
Accrued expenses | ' | ' |
Class B common stock, $0.001 par value, 100,000,000 shares authorized, 1 issued and outstanding as of March 31, 2014, and 100,000,000 shares authorized, 24,000,000 issued and outstanding as of December 31, 2013 | $0 | $24 |
Consolidated_Statements_of_Fin1
Consolidated Statements of Financial Condition (Parenthetical) (USD $) | Mar. 31, 2014 | Dec. 31, 2013 |
In Millions, except Share data, unless otherwise specified | ||
Restricted cash and cash equivalents | $55 | $0 |
Accumulated Depreciation, Depletion and Amortization, Property, Plant, and Equipment | $0.20 | $0.20 |
Common Class A | ' | ' |
Common stock, par value (in dollars per share) | $0.00 | $0.00 |
Common stock, shares authorized (in shares) | 100,000,000 | 100,000,000 |
Common stock, shares issued (in shares) | 28,317,237 | 2,500,000 |
Common stock, shares outstanding (in shares) | 28,317,237 | 2,500,000 |
Common Class B | ' | ' |
Common stock, par value (in dollars per share) | $0.00 | $0.00 |
Common stock, shares authorized (in shares) | 100,000,000 | 100,000,000 |
Common stock, shares issued (in shares) | 1 | 24,000,000 |
Common stock, shares outstanding (in shares) | 1 | 24,000,000 |
Consolidated_Statements_of_Inc
Consolidated Statements of Income (USD $) | 3 Months Ended | |
In Thousands, except Share data, unless otherwise specified | Mar. 31, 2014 | Mar. 31, 2013 |
Selling commissions: | ' | ' |
Related party products | $92,420 | $124,559 |
Non-related party products | 157 | 9,174 |
Dealer manager fees: | ' | ' |
Related party products | 44,438 | 72,817 |
Non-related party products | 72 | 4,575 |
Investment banking advisory services (related party products) | 31,732 | 3,490 |
Transfer agency revenue (related party products) | 3,386 | 579 |
Services revenue: | ' | ' |
Related party products | 8,100 | 2,500 |
Non-related party products | 81 | 191 |
Reimbursable expenses | ' | ' |
Related party products | 6,051 | 731 |
Non-related party products | 30 | 10 |
Other | 738 | 5 |
Total revenues | 187,205 | 218,631 |
Third-party commissions: | ' | ' |
Related party products | 92,420 | 124,561 |
Non-related party products | 157 | 9,174 |
Third-party reallowance: | ' | ' |
Related party products | 13,992 | 19,023 |
Non-related party products | 29 | 1,502 |
Internal commissions, payroll and benefits | 30,834 | 27,771 |
Conferences and seminars | 6,018 | 5,005 |
Travel | 2,164 | 1,221 |
Marketing and advertising | 2,881 | 1,460 |
Professional fees: | ' | ' |
Related party expense allocations | 683 | 233 |
Non-related party expenses | 1,978 | 597 |
Data processing | 1,872 | 451 |
Quarterly fee | 1,782 | 0 |
Transaction costs | 6,717 | 0 |
Outperformance bonus | 7,150 | 0 |
Other related party expense allocations | 671 | 737 |
Other non-related party expenses | 1,957 | 149 |
Total expenses | 171,305 | 191,884 |
Income before taxes | 15,900 | 26,747 |
Provision for income taxes | 3,244 | 0 |
Net income | 12,656 | 26,747 |
Less: net income attributable to non-controlling interests | 8,864 | 26,747 |
Net income attributable to RCS Capital Corporation | ($3,792) | $0 |
Per Share Data | ' | ' |
Basic and diluted | $0.22 | ' |
Cash dividend declared per common share | $0.18 | ' |
Consolidated_Statements_of_Com
Consolidated Statements of Comprehensive Income Statement (USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | Mar. 31, 2014 | Mar. 31, 2013 |
Net income | $12,656 | $26,747 |
Other comprehensive income, net of tax: | ' | ' |
Unrealized gain on available-for-sale securities | 416 | 0 |
Total other comprehensive income, net of tax | 416 | 0 |
Total comprehensive income | 13,072 | 26,747 |
Less: Net comprehensive income attributable to non-controlling interests | 9,319 | 26,747 |
Net comprehensive income attributable to RCS Capital Corporation | $3,753 | $0 |
Consolidated_Statements_of_Sto
Consolidated Statements of Stockholders' Equity (USD $) | Total | Additional Paid-in Capital | Retained Deficit | Accumulated Other Comprehensive Income | Stockholders' Equity, Total [Member] | Noncontrolling Interest [Member] | Common Class A | Common Class A | Common Class A | Common Class A | Common Class B | LTIP Units | Restricted Stock Units (RSUs) | Restricted Stock Units (RSUs) | Restricted Stock Units (RSUs) | Restricted Stock Units (RSUs) | |
In Thousands, except Share data, unless otherwise specified | USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | Common Stock | Additional Paid-in Capital | Restricted Stock | Common Stock | USD ($) | USD ($) | Additional Paid-in Capital | Retained Deficit | Stockholders' Equity, Total [Member] | |
USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | ||||||||||||
Beginning Balance at Dec. 31, 2013 | $79,526 | $43,376 | $1,499 | ($46) | $44,856 | $34,670 | ' | $3 | ' | ' | $24 | ' | ' | ' | ' | ' | |
Beginning Balance, Shares at Dec. 31, 2013 | ' | ' | ' | ' | ' | ' | ' | 2,500,000 | ' | ' | 24,000,000 | ' | ' | ' | ' | ' | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |
Equity-based compensation (OPP) | 210 | ' | ' | ' | ' | 210 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |
Unrealized loss on available-for-sale securities, net of tax | 502 | ' | ' | 47 | 47 | 455 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |
Net income | 9,757 | ' | 917 | ' | 917 | 8,840 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |
Ending Balance at Feb. 10, 2014 | 89,995 | 43,376 | 2,416 | 1 | 45,820 | 44,175 | ' | 3 | ' | ' | 24 | ' | ' | ' | ' | ' | |
Beginning Balance, Shares at Feb. 10, 2014 | ' | ' | ' | ' | ' | ' | ' | 2,500,000 | ' | ' | 24,000,000 | ' | ' | ' | ' | ' | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |
Issuance of common stock, shares | ' | ' | ' | ' | ' | ' | ' | 23,999,999 | ' | 1,817,238 | -23,999,999 | ' | ' | ' | ' | ' | |
Issuance of common stock | 1,203 | 44,676 | [1] | ' | ' | 44,676 | -43,473 | ' | 24 | ' | ' | -24 | ' | 2,970 | 8,261 | -5,291 | 2,970 |
Equity-based compensation (OPP) | 6,940 | ' | ' | ' | ' | 6,940 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |
Unrealized loss on available-for-sale securities, net of tax | -86 | ' | ' | -86 | -86 | 0 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |
Net income | 2,899 | ' | 2,875 | ' | 2,875 | 24 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |
Less: Dividend equivalents on Restricted Stock | ' | ' | ' | ' | -4,770 | -24 | -4,770 | ' | -4,770 | ' | ' | -24 | -327 | -327 | ' | -327 | |
Ending Balance at Mar. 31, 2014 | $98,800 | $91,216 | $0 | ($85) | $91,158 | $7,642 | ' | $27 | ' | ' | $0 | ' | ' | ' | ' | ' | |
Ending Balance, Shares at Mar. 31, 2014 | ' | ' | ' | ' | ' | ' | ' | 28,317,237 | ' | ' | 1 | ' | ' | ' | ' | ' | |
[1] | Includes deferred tax impact of $1.2 million due to the Exchange Transaction. |
Consolidated_Statements_of_Sto1
Consolidated Statements of Stockholders' Equity (Parenthetical) (Exchange Transaction [Member], Additional Paid-in Capital, USD $) | Feb. 10, 2014 |
In Millions, unless otherwise specified | |
Exchange Transaction [Member] | Additional Paid-in Capital | ' |
Deferred tax impact | $1.20 |
Consolidated_Statements_of_Cas
Consolidated Statements of Cash Flows (USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | Mar. 31, 2014 | Mar. 31, 2013 |
Net income | $12,656 | $26,747 |
Adjustments to reconcile net income to net cash provided by operating activities: | ' | ' |
Depreciation | 51 | 34 |
Equity-based compensation | 10,120 | 0 |
Deferred income taxes | -751 | 0 |
Loss on the sale of available-for-sale securities | 91 | 0 |
Deferred income tax on the unrealized gain of available-for-sale | -328 | 0 |
Change in fair value of investment securities | -590 | 0 |
Deferred income tax due to Exchange Transaction | 1,203 | 0 |
Receivables: | ' | ' |
Due from related parties | -1,168 | -3,044 |
Due from non-related parties | 21 | -319 |
Reimbursable expenses | ' | ' |
Due from related parties | 7,031 | -1,025 |
Due from non-related parties | 56 | -345 |
Investment banking fees (related party) | 19,916 | -6,645 |
Due from RCAP Holdings and related parties | 6,151 | -740 |
Prepaid expenses and other assets | -167 | -1,890 |
Accounts payable | 4,355 | -21 |
Accrued expenses: | ' | ' |
Due from related parties | -2,400 | 541 |
Due from non-related parties | 2,626 | 10,218 |
Payable to broker-dealers | 7,407 | 5,603 |
Deferred revenue (related party) | -690 | 3,795 |
Net cash provided by operating activities | 65,590 | 32,909 |
Cash flows from investing activities: | ' | ' |
Purchases of available-for-sale securities | -137 | 0 |
Proceeds from the sale of available-for-sale securities | 3,000 | 0 |
Purchases of investment securities | -94 | 0 |
Purchase of property and equipment | -162 | -292 |
Increase (Decrease) in Other Operating Assets | -10,042 | 0 |
Net cash used in investing activities | -7,435 | -292 |
Cash flows from financing activities: | ' | ' |
Distributions | 0 | -649 |
Dividends paid | -450 | 0 |
Increase (Decrease) in Deferred Charges | -3,028 | -902 |
Net cash used in financing activities | -3,478 | -1,551 |
Net increase in cash | 54,677 | 31,066 |
Cash and cash equivalents, beginning of period | 45,744 | 12,683 |
Cash and cash equivalents, end of period | 100,421 | 43,749 |
Non-cash disclosures: | ' | ' |
Dividends declared but not yet paid | $5,121 | $0 |
Organization_and_Description_o
Organization and Description of the Company | 3 Months Ended | |
Mar. 31, 2014 | ||
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ' | |
Organization and Description of the Company | ' | |
Organization and Description of the Company | ||
RCS Capital Corporation (the "Company") is a holding company incorporated under the laws of the State of Delaware on December 27, 2012, originally named 405 Holding Corporation. On February 19, 2013, 405 Holding Corporation changed its name to RCS Capital Corporation. The Company was initially formed to hold the following subsidiaries (together known as the "Operating Subsidiaries") and to grow business lines under such Operating Subsidiaries: | ||
• | Realty Capital Securities, LLC ("Realty Capital Securities"), a wholesale broker-dealer registered with the U.S. Securities and Exchange Commission (the "SEC") and a member of the Financial Industry Regulatory Authority, Inc. ("FINRA"). Realty Capital Securities also provides investment banking advisory services and capital markets services; | |
• | RCS Advisory Services, LLC ("RCS Advisory"), a transaction management services business; and | |
• | American National Stock Transfer, LLC ("ANST"), an SEC-registered transfer agent. | |
On June 10, 2013, the Company closed its initial public offering (the "IPO”) of Class A common stock, par value $0.001 per share, in which it sold 2,500,000 Class A shares at $20.00 per share, resulting in net proceeds after offering costs and underwriting discounts and commissions of $43.6 million. Concurrently with the closing of the IPO on June 10, 2013, the Company underwent a reorganization, in which RCAP Holdings, LLC ("RCAP Holdings”) received 24,000,000 Class B shares, par value $0.001 per share, in exchange for 100 unclassified shares in the Company previously purchased by RCAP Holdings. | ||
Concurrently with the commencement of the IPO, the Operating Subsidiaries also underwent a reorganization, in which a new class of operating subsidiary units called "Class A Units," which entitle the holders thereof to voting and economic rights, were issued to the Company, and a new class of operating subsidiary units called "Class B Units," which entitle the holder thereof to economic rights but not voting rights, were issued to RCAP Holdings. Also created were "Class C Units" and "LTIP Units." After the subsidiary reorganization and IPO, through their ownership of Class A and Class B units, the Company owned a 9.4% economic interest in the Operating Subsidiaries and RCAP Holdings owned a 90.6% economic interest in the Operating Subsidiaries. Prior to the reorganization and IPO, RCAP Holdings held a 100% interest in each of the Operating Subsidiaries and the Company. | ||
Upon completion of the reorganization and the IPO, the Company became the managing member of the Operating Subsidiaries and the Company assumed the exclusive right to manage and conduct the business and affairs of the Operating Subsidiaries and to take any and all actions on their behalf in such capacity. As a result, the Company consolidates the financial results of the Operating Subsidiaries with its own financial results. Net profits and net losses of the Operating Subsidiaries were allocated to their members pro rata in accordance with the respective percentages of their membership interests in the Operating Subsidiaries. Because the Company and the Operating Subsidiaries were under common control at the time of reorganization, the Company's acquisition of control of the Operating Subsidiaries was accounted for at historical cost in the accompanying consolidated financial statements. Accordingly, the operating results of the Operating Subsidiaries have been included in the Company’s consolidated financial statements from the date of common control. | ||
On February 11, 2014, the Company entered into certain corporate restructuring transactions (the “Restructuring Transactions”) involving the Company, RCAP Holdings, the Company’s Operating Subsidiaries, and RCS Capital Management, LLC ("RCS Capital Management") to help simplify the Company’s corporate structure. | ||
As an initial step in the Restructuring Transactions, on February 11, 2014, the Company entered into a First Amendment to the Exchange Agreement (the “Amendment”) with RCAP Holdings. The purpose of the Amendment was to amend the Exchange Agreement dated as of June 10, 2013 so as to permit an exchange by RCAP Holdings of its Class B Operating Subsidiary Units for shares of the Company’s Class A common stock, par value $0.001 per share (“Class A Common Stock”), and the related cancellation of a corresponding number of shares of Class B Common Stock. | ||
On February 11, 2014, as part of the Restructuring Transactions, RCAP Holdings elected to exchange 23,999,999 Class B Operating Subsidiary Units for 23,999,999 shares of Class A Common Stock. After giving effect to the Exchange, as of February 11, 2014, RCAP Holdings held 24,051,499 shares of Class A Common Stock and one share of Class B Common Stock, which entitles RCAP Holdings, in the aggregate, to 90.76% of the economic rights in the Company and 95.38% of the voting power of the Class A Common Stock and Class B Common Stock voting together as a single class. As a result, RCAP Holdings is entitled to both economic and voting rights. | ||
Also in connection with the Restructuring Transactions, the Company formed RCS Capital Holdings, LLC (“RCS Holdings”), a Delaware limited liability company. In connection with the formation of RCS Holdings, on February 11, 2014, (a) the Company entered into a Contribution and Exchange Agreement (the “Contribution and Exchange Agreement”) with RCS Capital Management and RCS Holdings, pursuant to which the Company contributed to RCS Holdings 26,499,999 Class A Units of each of the Operating Subsidiaries (collectively, the “Class A Operating Subsidiary Units”) in exchange for 26,499,999 Class A RCS Holdings Units (as defined below), and (b) RCS Capital Management contributed to RCS Holdings an aggregate of 3,975,000 LTIP Units of the Operating Subsidiaries (the “Operating Subsidiary LTIP Units”) in exchange for 1,325,000 RCS Holdings LTIP Units. | ||
Pursuant to the RCS Holdings LLC Agreement, there are three authorized classes of equity interests in RCS Holdings, designated as “Class A Units” (“Class A RCS Holdings Units”), “Class C Units” (“Class C RCS Holdings Units) and “LTIP Units” (“RCS Holdings LTIP Units”). In connection with the execution of the RCS Holdings LLC Agreement and the Contribution and Exchange Agreement, 100% of the Class A RCS Holdings Units were issued to the Company and 100% of the RCS Holdings LTIP Units were issued to RCS Capital Management. The Class A RCS Holdings Units issued to the Company are fully vested, are not subject to any put and call rights, and entitle the holder thereof to voting and economic rights (including rights to dividends and distributions upon liquidation). | ||
Realty Capital Securities, a limited liability company organized in Delaware, is the securities broker-dealer for proprietary products sponsored by AR Capital, LLC (an affiliate) and its affiliates, consisting primarily of non-traded real estate investment trusts ("REITs"), as well as a closed-end real estate securities fund, an open-end real estate securities fund and a non-traded business development company fund and, from time to time, programs not sponsored by AR Capital, LLC. Realty Capital Securities also provides investment banking advisory services and capital markets services to related and non-related party issuers of public securities in connection with strategic alternatives related to potential liquidity events and other transactions. Realty Capital Securities markets securities throughout the United States by means of a national network of selling group members consisting of unaffiliated broker-dealers and their registered representatives. | ||
RCS Advisory was organized in Delaware in December 2012 as a limited liability company and commenced operations in January 2013. RCS Advisory provides a range of services to alternative investment programs and other investment vehicles, including offering registration and blue sky filings advice with respect to SEC and FINRA registration maintenance, transaction management, marketing support, due diligence advice and related meetings, events, training and education, conference management and strategic advice in connection with liquidity events and other strategic transactions. | ||
ANST was organized in Delaware in November 2012 as a limited liability company and commenced operations in January 2013 as a transfer agent. ANST acts as a registrar, provides record-keeping services and executes the transfer, issuance and cancellation of shares or other securities in connection with offerings conducted by issuers sponsored directly or indirectly by AR Capital, LLC, effective March 1, 2013. ANST provides transfer agency services through third-party service providers. | ||
SK Research, LLC ("SK Research") was organized in Delaware in March 2014. On March 10, 2014, the Company announced the hiring of due diligence and research professionals Todd D. Snyder and John F. Kearney, formerly of Snyder Kearney, LLC as part of a previously announced initiative to launch a new division of RCAP’s research platform, dedicated to alternative investment programs. SK Research will provide focused intelligence and due diligence on non-traditional investment products. The Company has made an upfront payment to acquire the rights to use the business name and web-based publications of Messrs. Snyder and Kearney and certain related fixed assets. The Company has also entered into employment agreements with Messrs. Snyder and Kearney and with certain members of their team. | ||
Recent and Pending Acquisitions | ||
During late 2013 and during the three months ended March 31, 2014 the Company entered into agreements with respect to the following acquisitions. The acquisition of Cetera Financial Holdings, Inc. ("Cetera") has been completed and other acquisitions are pending. | ||
Cetera | ||
On April 29, 2014, the Company completed the previously announced $1.15 billion acquisition of Cetera, a financial services holding company that provides independent broker-dealer services and investment advisory services through four distinct independent broker-dealer platforms: Cetera Advisors, Cetera Advisor Networks, Cetera Financial Institutions and Cetera Financial Specialists. The Company operates Cetera independently of the Company’s wholesale broker-dealer subsidiary, Realty Capital Securities, LLC, and has Cetera function as a separate business unit alongside the Company’s existing operating subsidiaries. The acquisition, including related transaction expenses, was financed with a $575.0 million senior secured first lien term loan, a $150.0 million senior secured second lien term loan, the issuance of $120.0 million convertible notes and $270.0 million of convertible preferred securities, all as described in further detail below, and cash on hand. | ||
Formed in 2010 through the purchase of three ING Groep N.V., broker-dealers, Cetera Financial Holdings, Inc. ("Cetera") is a financial services holding company that provides independent broker-dealer services and investment retail advice through four distinct independent broker-dealer platforms: Cetera Advisors LLC, Cetera Advisor Networks LLC, Cetera Financial Institutions LLC and Cetera Financial Specialists LLC. | ||
The Bank Facilities | ||
Concurrently with the closing of the Cetera acquisition agreement, the Company entered into the following facilities with the banks (i) a $575.0 million senior secured first lien term loan facility (the “First Lien Term Facility”) having a term of five years, (ii) a $25.0 million senior secured first lien revolving credit facility (the “Revolving Facility”) having a term of three years (which was not drawn down at closing) and (iii) a $150.0 million senior secured second lien term loan facility (the “Second Lien Term Facility” having a term of seven years and, together with the First Lien Term Facility, the “Term Facilities”). The loans under the Term Facilities were funded on April 29, 2014 in connection with the Cetera acquisition. The gross proceeds of the Term Facilities were used by the Company to pay a portion of the consideration paid in the Cetera Merger, to refinance existing indebtedness of Cetera and the RCS Companies and to pay related fees and expenses. The proceeds of the Revolving Facility will be used following the closing of the Cetera Merger for permitted capital expenditures, to provide for the ongoing working capital requirements of the Company and its subsidiaries following the Cetera merger and for general corporate purposes. | ||
Luxor Securities | ||
On April 29, 2014, also in connection with the closing of the Cetera acquisition, the Company issued $120.0 million (face amount) of 5.0% Convertible Notes (the “Convertible Notes”) at a price of $666.67 per $1,000.00 of par value, for gross proceeds to the Company upon issuance of $80.0 million and $270.0 million (aggregate liquidation preference) of 7.0% convertible preferred stock to Luxor at a price of 88.89% of the liquidation preference per share, for gross proceeds to the Company upon issuance of $240.0 million. | ||
Hatteras Funds Group ("Hatteras") | ||
Hatteras is a private company that is the sponsor of, investment advisor to and distributor for the Hatteras Funds complex, a family of alternative investment funds registered as investment companies with the SEC. | ||
On October 1, 2013, the Company entered into a purchase agreement with Hatteras. Pursuant to the terms and subject to the conditions set forth in the purchase agreement, a wholly owned subsidiary of the Company will purchase substantially all the assets related to the business and operations of Hatteras and assume certain liabilities of Hatteras. | ||
The aggregate estimated consideration to be paid is $40.0 million in cash, subject to certain adjustments, and an earn-out calculated and payable based on 150% of the consolidated pre-tax net operating income generated by Hatteras in (i) the fiscal year ended December 31, 2016; and (ii) the fiscal year ended December 31, 2018. | ||
Investors Capital Holdings, Ltd. ("ICH") | ||
ICH is a public company with its common stock listed on the NYSE MKT (formerly the American Stock Exchange) under the symbol “ICH” that provides broker-dealer services to investors in support of trading and investment in securities, alternative investments and variable life insurance as well as investment advisory and asset management services. | ||
On October 27, 2013, the Company entered into a merger agreement with ICH. Pursuant to the terms and subject to the conditions set forth in the merger agreement, a wholly owned subsidiary of the Company will merge with and into ICH, with ICH surviving the merger as a subsidiary of the Company. | ||
The aggregate estimated consideration to be paid is $52.5 million, of which no more than 60% will be in cash and no less than 40% will be in shares of the Company's Class A common stock, subject to the election of holders of ICH common stock to receive either cash or stock. | ||
On February 28, 2014, the ICH merger agreement was amended to, among other things (1) provide that ICH will merge with and into a wholly owned subsidiary of the Company, with the Company's subsidiary surviving the merger with the same corporate name as ICH, (2) provide that the ICH merger will qualify as a “reorganization” within the meaning of Section 368(a) of the Code, and (3) extend the date after which the parties can terminate the ICH merger agreement from April 30, 2014 (subject to extension as set forth in the ICH merger agreement) to July 31, 2014 (without any extension provisions). | ||
Summit Financial Services Group ("Summit") | ||
Summit is a public company with its common stock listed on the OTC Markets Group, Inc. under the symbol “SFNS” that has financial advisors providing securities brokerage and investment retail advice in the United States. | ||
On November 16, 2013, the Company entered into a merger agreement with Summit. Pursuant to the terms and subject to the conditions set forth in the merger agreement, as amended on March 17, 2014, Summit will merge with and into a wholly owned subsidiary of the Company, with the subsidiary surviving the merger with the same corporate name as Summit. | ||
The Company will pay aggregate estimated consideration of $49.0 million, of which approximately no more than 80% will be in cash and no less than 20% will be in shares of the Company's Class A common stock. The number of shares of the Company's Class A common stock to be delivered by the Company will be determined based on the volume weighted average closing sale price per share of the Company's Class A common stock for the ten consecutive trading days ending on the second trading day immediately prior to the closing of the Summit acquisition, up to a maximum of $28.00 per share. In addition, Summit shareholders will receive cash contributed by Summit from payments received by Summit in respect of option or warrant exercises and distributions of normalized net capital in an amount determined in accordance with a formula set forth in the Summit merger agreement. The Summit merger agreement also entitles the holders of shares of Summit common stock to the pro rata portion of any tax refunds received by the Company as a result of certain net operating losses incurred by Summit with respect to its stub 2014 tax year and certain prior tax years. | ||
J.P. Turner & Company, LLC and J.P. Turner & Company Capital Management, LLC (collectively, “J.P. Turner”) | ||
J.P. Turner is a retail broker-dealer and investment adviser with a concentration in the southeast United States. J.P. Turner also offers a variety of other investment services, including investment banking. | ||
On January 16, 2014, the Company entered into the J.P. Turner purchase agreement with J.P. Turner. Pursuant to the terms and subject to the conditions set forth in the J.P. Turner purchase agreement, a wholly owned subsidiary of the Company will purchase all outstanding membership interests in J.P. Turner held by the sellers. | ||
The Company will pay aggregate estimated consideration of $27.0 million, which will be 70% in cash and 30% in shares of the Company's Class A common stock, subject to certain adjustments and earn-outs. | ||
First Allied Holdings Inc. ("First Allied") | ||
First Allied is an independent broker-dealer with financial advisors in branch offices across the United States. | ||
First Allied was acquired by RCAP Holdings through a merger transaction on September 25, 2013 for an effective cost of $177.0 million, consisting of $145.0 million in merger consideration (including exchangeable notes issued by RCAP Holdings, which we refer to as the First Allied notes, in the initial aggregate principal amount of $26.0 million) paid to the former owners of First Allied and $32.0 million in bank indebtedness of First Allied, which we refer to as the First Allied indebtedness, outstanding immediately following consummation of the merger. | ||
On April 3, 2014, the Company entered into the First Allied contribution agreement with RCAP Holdings, pursuant to which RCAP Holdings will contribute all its equity interests in First Allied to the Company. As consideration for the contribution, 11,264,929 shares of the Company's Class A common stock are issuable to RCAP Holdings. The number of shares to be issued as consideration was determined based on a value of $207.5 million for the equity of First Allied and the volume weighted average price, or VWAP, of the Company's Class A common stock on January 15, 2014, the day prior to the announcement of the Cetera merger agreement. The value of $207.5 million for the equity of First Allied established by our board of directors in January 2014 was determined as the effective cost to RCAP Holdings for First Allied of $177.0 million (consisting of $145.0 million in merger consideration (including First Allied notes) paid by RCAP Holdings to the former owners of First Allied and $32.0 million in bank indebtedness of First Allied outstanding immediately following consummation of the merger), minus indebtedness (net of cash) of First Allied of $7.0 million plus a carrying cost of $37.5 million. The value of the shares of Class A common stock to be issued by us as consideration in the First Allied acquisition is $373.4 million, based on the closing price for our Class A common stock of $33.15 per share on May 14, 2014. Accordingly, the effective cost to us for the First Allied acquisition will be $407.2 million (including $33.8 million of First Allied indebtedness and assuming a closing price for our Class A common stock of $33.15 per share on the date of consummation of the contribution), which is $230.2 million more than the effective cost to RCAP Holdings for First Allied in September 2013 under the terms of the original First Allied merger agreement. | ||
In addition, immediately following consummation of the contribution, $33.8 million of First Allied indebtedness is expected to be outstanding. The First Allied indebtedness is on the same terms now as it was immediately following the closing of the acquisition of First Allied by RCAP Holdings under the original First Allied merger agreement. Under the terms of the bank facilities the Company entered into in connection with the closing of the Cetera financings on April 29, 2014, it is an event of default under the bank facilities if First Allied does not repay this outstanding indebtedness by July 28, 2014. Following the repayment of the outstanding First Allied indebtedness, the Company's obligations under the bank facilities will also be guaranteed, subject to certain exceptions, by First Allied and each of First Allied's direct or indirect domestic subsidiaries that are not SEC-registered broker-dealers. |
Summary_of_Significant_Account
Summary of Significant Accounting Policies | 3 Months Ended | |
Mar. 31, 2014 | ||
Accounting Policies [Abstract] | ' | |
Summary of Significant Accounting Policies | ' | |
Summary of Significant Accounting Policies | ||
Basis of Presentation | ||
The consolidated financial statements include the accounts of the Company, Realty Capital Securities, RCS Advisory, ANST and SK Research. All significant intercompany balances and transactions have been eliminated in consolidation. The consolidated financial statements were prepared in conformity with accounting principles generally accepted in the United States of America (‘‘U.S. GAAP’’) and Article 8 of Regulation S-X. The information furnished includes all adjustments and accruals of a normal recurring nature, which, in the opinion of management, are necessary for a fair presentation of results. | ||
Reclassifications | ||
Certain reclassifications have been made to the prior period statement of cash flows to conform to the current year presentation. | ||
Use of Estimates | ||
The preparation of financial statements in conformity with U.S. GAAP requires management to make certain estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and reported amounts of revenues and expenses during the reporting period. Accordingly, actual results could differ from those estimates, and these differences could be material. | ||
Cash and cash equivalents | ||
Cash and cash equivalents include all highly liquid instruments purchased with original maturities of 90 days or less. Cash and cash equivalents as of March 31, 2014 also includes $55.0 million that the Company paid into escrow related to the purchase of Cetera. The escrow was released on April 29, 2014 in connection with the completion of the acquisition of Cetera. The Company had $100.8 million and $45.2 million in cash balances as of March 31, 2014 and December 31, 2013, respectively, that were in excess of the FDIC insured limits. | ||
Available-for-sale Securities | ||
Available-for-sale securities represent investments by RCS Advisory in an equity mutual fund managed by a related party, which consist of shares of AR Capital Real Estate Income Fund. RCS Advisory treats these securities as available-for-sale securities with unrealized gains (losses) recorded in accumulated other comprehensive income (loss) and realized gains (losses) recorded in earnings. See Notes 4 and 5. | ||
Investment Securities | ||
Investment securities represent investments by Realty Capital Securities in an equity mutual fund managed by a related party, which consist of shares of AR Capital Real Estate Income Fund. Realty Capital Securities records both realized and unrealized gains (losses) in earnings on this investment, due to the fact that it is a broker-dealer. See Note 5. | ||
Receivables | ||
Receivables represent selling commission receivables and dealer manager receivables due from related party and non-related party entities in connection with the distribution of programs sponsored by an affiliate, AR Capital, LLC, and other sponsors. See “Selling Commissions and Dealer Manager Fees”. | ||
Reimbursable Expenses and Investment Banking Fees | ||
Reimbursable expenses and investment banking fees represent fees receivable for services provided to related parties and non-related party entities related to investment banking, capital markets and related advisory services performed. See “Investment Banking Advisory Services” and “Reimbursable Expenses”. | ||
Prepaid expenses and other assets | ||
Prepaid expenses and other assets include prepaid assets and intellectual property. | ||
Deferred offering costs and financing fees | ||
The Company incurs expenses in connection with registering and issuing debt and equity securities to finance its pending acquisitions. For debt issuances, direct costs are deferred until the debt is issued at which point they will be amortized over the contractual terms of the debt using the effective interest rate method. For equity issuances, direct costs are deferred until the equity is issued at which point they will be shown as a reduction of our pending securities offering proceeds in additional paid-in capital. | ||
Revenue Recognition | ||
The Company recognizes revenue generally when it is earned and realized or realizable, when persuasive evidence of an arrangement exists, delivery has occurred or services have been rendered, the price is fixed or determinable, and collectability is reasonably assured. | ||
Selling Commissions and Dealer Manager Fees | ||
Realty Capital Securities receives selling commissions and dealer manager fees from related party and non-related party sponsors for its wholesale distribution efforts. The commission and dealer manager fee rates are established jointly in a single contract negotiated with each individual issuer. Realty Capital Securities generally receives commissions of up to 7.0% of gross offering proceeds for funds raised through the participating independent broker-dealer channel, all of which are redistributed as third-party commissions, in accordance, with industry practices. Commission percentages are generally established in the issuers' offering documents leaving Realty Capital Securities no discretion as to the payment of third-party commissions. Commission revenues and related expenses are recorded on a trade date basis as securities transactions occur. | ||
Realty Capital Securities, serving as a dealer manager, receives fees and compensation in connection with the wholesale distribution of non-traded securities. Realty Capital Securities contracts directly with independent broker-dealers and registered investment advisers to solicit share subscriptions. The non-traded securities are offered on a "best efforts" basis and Realty Capital Securities is not obligated to underwrite or purchase any shares for its own account. Realty Capital Securities generally receives up to 3.0% of the gross proceeds from the sale of common stock as a dealer manager fee and also receives fees from the sale of common stock through registered investment advisers. Realty Capital Securities has sole discretion as to reallowance of dealer manager fees to participating broker-dealers, based on such factors as the volume of shares sold and marketing support incurred by respective participating broker-dealers as compared to those of other participating broker-dealers. Dealer manager fees and reallowance are recorded on a trade date basis as securities transactions occur. | ||
The Company analyzes contractual arrangements to determine whether to report revenue on a gross basis or a net basis. The analysis considers multiple indicators regarding the services provided to their customers and the services received from suppliers. The goal of the analysis is to determine which entity is the primary obligor in the arrangement. After weighing many indicators, including Realty Capital Securities' position as the exclusive distributor or dealer manager primarily responsible for the distribution of its customers’ shares, its discretion in supplier selection, that our suppliers bear no credit risk and that the commission and dealer manager fee rates are established jointly in a single contract, the Company concluded that the gross basis of accounting for its commission and fee revenues is appropriate. | ||
During the year ended December 31, 2013, the Company modified its approach with respect to revenues derived from the sale of securities purchased through fee-based advisors by reducing to zero the fees charged on sales through the registered investment adviser channel (the “RIA channel”). The offerings affected were generally related party offerings. This selling commission change became effective on July 1, 2013, and the 7.0% selling commission we received from each sale through the RIA channel was reduced to 0%. Prior to the change, the full amount of the dealer manager fee (generally 3%) and the 7.0% selling commission was charged against the amount invested through the RIA channel, and the Company retained the amount of the 7.0% selling commission charged against the investor’s purchase price. After the change, the Company no longer receives any selling commissions on sales through the RIA channel, but continue to retain the dealer manager fee (generally 3.0%) of the amount invested in connection with sales through the RIA channel. This modified business practice did not constitute a change in accounting policy. | ||
Investment Banking Advisory Services | ||
The Company, through its investment banking and capital markets division, receives fees and compensation for providing investment banking, capital markets and related advisory services. Such fees are charged based on agreements entered into with related party and non-related party public and private issuers of securities and their sponsors and advisors, on a negotiated basis. Fees and expenses that are unpaid are recorded in investment banking fees receivable and reimbursable expenses in the statement of financial condition. Income from investment banking agreements that are not deferred is recognized when the transactions are complete or the services have been performed. Income from certain investment banking agreements is recorded in deferred revenue in the statement of financial condition and is recognized over the remaining life of the offering, which normally ranges from 3 to 26 months. | ||
Transfer Agency Revenue | ||
ANST receives fees for providing transfer agency and related services. Such fees are charged based on agreements entered into with related party issuers of securities on a negotiated basis. Certain fees are billed and recorded monthly based on account activity, such as new account establishment fees and call fees. Other fees, such as account maintenance fees, are billed and recorded monthly. | ||
Services Revenue | ||
The Company receives fees for providing transaction management, marketing support, due diligence advice, events, training and education, conference management and strategic advice. Such fees are charged at hourly billing rates for the services provided, based on agreements entered into with related party issuers of securities on a negotiated basis. Such fees are billed and recorded monthly based on services rendered. | ||
Reimbursable Expenses | ||
The Company includes all reimbursable expenses in gross revenue because the Company as the primary obligor has discretion in selecting a supplier, and bears the credit risk of paying the supplier prior to receiving reimbursement from the customer. | ||
Share-based compensation | ||
During the three months ended March 31, 2014, the Company granted restricted stock awards to certain employees under the RCS Capital Corporation Equity Plan which provides for the grant of stock options, restricted shares of Class A common stock, restricted stock units, dividend equivalent rights and other equity-based awards which are subject to forfeiture until vested. The Company recognizes the expense in internal commissions, payroll and benefits expense in the consolidated statement of income on a straight line basis for these awards over the vesting period that ranges from 3 to 4 years based on grant date fair value of the awards. | ||
During the three months ended March 31, 2014, the Company also granted restricted stock awards to certain employees of related parties under the RCS Capital Corporation Equity Plan for services performed on behalf of the Company during prior periods. The Company recognizes the entire charge for these awards immediately in retained earnings as a dividend with an offset to additional paid-in capital. These awards are for services already performed and are subject to vesting of 4 years. | ||
A related party granted restricted stock awards with vesting provisions related to continued employment of the grantees at the Company to certain employees of the Company for services performed by Company employees on behalf of such related party. The Company recognizes compensation expense on for these awards over the vesting period that ranges from 3 to 5 years and remeasures the fair value of the awards at each reporting date, at which time the amortization of the award is adjusted. The offset to internal commissions, payroll and benefits expense is reflected as a capital contribution in additional paid-in capital. | ||
Marketing and Advertising | ||
The Company expenses the cost of marketing and advertising as incurred. | ||
Income Taxes | ||
The Company files standalone federal and state income tax returns. Realty Capital Securities, ANST and RCS Advisory are treated as disregarded entities up to the date of reorganization (June 10, 2013) and as partnerships for federal and state income tax purposes thereafter. All income and expense earned by Realty Capital Securities, ANST and RCS Advisory flowed through to their owner through the date of reorganization and to their partners. This includes the Company, who was a 9.4% owner of these partnerships, from the date of reorganization to the date of the Restructuring Transactions. After the date of the Restructuring Transactions, the Company is an owner of all but a de minimis amount of these partnerships. Income tax expense from operations and investments of Realty Capital Securities, ANST and RCS Advisory is not incurred by Realty Capital Securities, ANST and RCS Advisory but is reported by their owner through the date of reorganization and by their partners thereafter. | ||
Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amount of existing assets and liabilities and their respective tax basis and operating loss and tax credit carry-forwards which relate to the Company's investment in the Operating Subsidiaries. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. Current tax liabilities or assets are recognized for the estimated taxes payable or refundable on tax returns for the current year. | ||
A valuation allowance is provided when it is more likely than not that some portion of the deferred tax assets will not be realized. This determination is based upon a review of all available evidence, both positive and negative, including the Company's earnings history, the timing, character and amount of future earnings potential, the reversal of taxable temporary differences and the tax planning strategies available. | ||
The Company has adopted the authoritative guidance within ASC 740 relating to accounting for uncertainty in income taxes. The guidance prescribes a more-likely-than-not threshold for financial statement recognition and measurement of a tax position taken by the Company. See Note 6. | ||
Reportable Segments | ||
The Company’s internal reporting is organized into five segments through its four Operating Subsidiaries, as follows: | ||
• | Realty Capital Securities, under two business lines: | |
◦ | Wholesale Broker-Dealer; and | |
◦ | Investment Banking and Capital Markets | |
• | RCS Advisory providing transaction management services | |
• | ANST providing transfer agency services | |
• | SK Research providing focused intelligence and due diligence on non-traditional investment products | |
Recently Issued Accounting Pronouncements | ||
The Company is not aware of any recently issued, but not yet effective, accounting pronouncements that would have a significant impact on the Company's consolidated financial position or results of operations |
OffBalance_Sheet_Risk_and_Conc
Off-Balance Sheet Risk and Concentrations | 3 Months Ended |
Mar. 31, 2014 | |
Risks and Uncertainties [Abstract] | ' |
Off-Balance Sheet Risk and Concentrations | ' |
Off-Balance Sheet Risk and Concentrations | |
The Company is engaged in various trading, brokerage activities and capital raising with counterparties primarily including broker-dealers, banks, direct investment programs and other financial institutions. In the event counterparties do not fulfill their obligations, the Company may be exposed to risk. The risk of default depends on the creditworthiness of the counterparty. It is the Company’s policy to review, as necessary, the credit standing of each counterparty. As of March 31, 2014, the Company had 56% of the reimbursable expenses, investment banking fees, services fees and transfer agent fees receivable concentrated in four related party direct investment programs, and 84% of the total commissions and dealer manager fees receivable concentrated in two related party direct investment programs. As of December 31, 2013, the Company had 63% of the reimbursable expenses, investment banking fees, services fees and transfer agent fees receivable concentrated in one related party direct investment program, and 93% of the total commissions and dealer manager fees receivable concentrated in three related party direct investment programs. | |
Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash and cash equivalents. The Company maintains its cash and temporary cash investments in bank deposit and other accounts, the balances of which, at times, may exceed federally insured limits. Exposure to credit risk is reduced by maintaining the Company’s banking and brokerage relationships with high credit quality financial institutions. | |
RCS Advisory and Realty Capital Securities hold securities consisting of investments in a mutual fund managed by a related party that can potentially subject the Company to market risk. The amount of potential gain or loss depends on the fund's performance and overall market activity. RCS Advisory and Realty Capital Securities monitor the net asset value on a monthly basis to evaluate its positions, and, if applicable, may elect to sell all or a portion of the investments to limit the loss. |
AvailableforSale_Securities
Available-for-Sale Securities | 3 Months Ended | |||||||||||||||||||||||||||
Mar. 31, 2014 | ||||||||||||||||||||||||||||
Investments, Debt and Equity Securities [Abstract] | ' | |||||||||||||||||||||||||||
Available-for-Sale Securities | ' | |||||||||||||||||||||||||||
Available-for-Sale Securities | ||||||||||||||||||||||||||||
The following table presents information about the Company's available-for-sale securities as of March 31, 2014 and December 31, 2013 (amounts in thousands): | ||||||||||||||||||||||||||||
Fair value at December 31, 2013 | Purchases(1) | Sales | Realized loss | Unrealized gains(2) | Fair value | Cost | ||||||||||||||||||||||
31-Mar-14 | ||||||||||||||||||||||||||||
Mutual funds | $ | 8,528 | $ | 137 | $ | 3,000 | $ | 91 | $ | 744 | $ | 6,318 | $ | 6,084 | ||||||||||||||
_____________________________ | ||||||||||||||||||||||||||||
(1) Includes purchases under dividend reinvestment programs. | ||||||||||||||||||||||||||||
(2) This amount represents the change in the unrealized gain or loss for three months ended March 31, 2014. The Company had no realized or unrealized gain or losses during the three months ended March 31, 2013. The amount excludes the deferred income tax benefit (provision). |
Fair_Value_Disclosures
Fair Value Disclosures | 3 Months Ended |
Mar. 31, 2014 | |
Fair Value Disclosures [Abstract] | ' |
Fair Value Disclosures | ' |
Fair Value Disclosures | |
The Company determines fair value based on quoted prices when available or through the use of alternative approaches, such as discounting the expected cash flows using market interest rates commensurate with the credit quality and duration of the investment. U.S. GAAP defines three levels of inputs that may be used to measure fair value: | |
Level 1 - Quoted prices in active markets for identical assets and liabilities that the reporting entity has the ability to access at the measurement date | |
Level 2 - Inputs other than quoted prices included within Level 1 that are observable for the asset and liability or can be corroborated with observable market data for substantially the entire contractual term of the asset or liability | |
Level 3 - Unobservable inputs that reflect the entity's own assumptions about the data inputs that market participants would use in the pricing of the asset or liability and are consequently not based on market activity | |
The determination of where an asset or liability falls in the hierarchy requires significant judgment and considers factors specific to the asset or liability. In instances where the determination of the fair value measurement is based on inputs from different levels of the fair value hierarchy, the level in the fair value hierarchy within which the entire fair value measurement falls is based on the lowest level input that is the most significant to the fair value measurement in its entirety. | |
The Company's available-for-sale and investment securities trade in active markets and therefore, due to the availability of quoted market prices in active markets are classified as Level 1 in the fair value hierarchy. As of March 31, 2014, the fair value of the available-for-sale and investment securities was $6.3 million and $6.6 million, respectively. As of December 31, 2013, the fair value of the available-for-sale and investment securities was $8.5 million and $5.9 million, respectively. | |
A review of the fair value hierarchy classification is conducted on a quarterly basis. Changes in the type of inputs may result in a reclassification for certain assets. There were no transfers between Level 1, Level 2 or Level 3 of the fair value hierarchy during the three months ended March 31, 2014. The Company had no available for sale or investment securities during the three months ended March 31, 2013. |
Income_Taxes
Income Taxes | 3 Months Ended |
Mar. 31, 2014 | |
Income Tax Disclosure [Abstract] | ' |
Income Taxes | ' |
Income Taxes | |
As of March 31, 2014 and December 31, 2013, the Company had deferred tax assets of $1.0 million and $0.1 million, respectively. Current deferred tax assets consisted primarily of deferred revenues which are included in taxable income currently. As of March 31, 2014 the Company had deferred tax liabilities of $0.1 million. As of December 31, 2013, the Company had no deferred tax liabilities. | |
In accordance with Accounting Standards Codification ("ASC") Topic No. 270, Interim Reporting ("Topic No. 270"), and ASC Topic No. 740, Income Taxes ("Topic No. 740"), at the end of each interim period the Company is required to determine the best estimate of its annual effective tax rate and then apply that rate in providing for income taxes on a current year-to-date (interim period) basis. However, in certain circumstances where a reliable estimate cannot be made, Topic No. 740 recognizes that "the actual effective tax rate for the year-to-date may be the best estimate of the annual effective tax rate" and allows for its use in the current interim period. For the three months ended March 31, 2014, the effective rate is less than 40% because pretax income includes non-controlling interest (90.6%) of the Operating Subsidiaries, with the remainder, 9.4%, taxable to the Company until February 11, 2014 (the date of the Restructuring Transactions). For the three months ended March 31, 2014, the Company’s effective tax rate, excluding the effect of non-controlling interest, was 46.1% based on the projected annual effective tax rate excluding non-controlling interest. | |
The Company believes that, as of March 31, 2014, it had no material uncertain tax positions. Interest and penalties relating to unrecognized tax expenses (benefits) are recognized in income tax expense, when applicable. There was no liability for interest or penalties accrued as of March 31, 2014. | |
The Company will file tax returns in the U.S. federal jurisdiction and various state jurisdictions. The Company will be open to audit under the statute of limitations by the Internal Revenue Service for 2013 and 2014. The Company or its subsidiaries' state income tax returns will be open to audit under the statute of limitations for 2010 to 2014. | |
During the three months ended March 31, 2013, Realty Capital Securities, RCS Advisory and ANST as limited liability companies they were not subject to income taxes, and accordingly, they did not record income tax expense (benefit). |
Commitments_and_Contingencies
Commitments and Contingencies | 3 Months Ended | |||
Mar. 31, 2014 | ||||
Commitments and Contingencies Disclosure [Abstract] | ' | |||
Commitments and Contingencies | ' | |||
Commitments and Contingencies | ||||
Leases — Realty Capital Securities leases certain facilities and equipment under various operating leases. These leases are generally subject to scheduled base rent and maintenance cost increases, which are recognized on a straight-line basis over the period of the leases. Total rent expense for all operating leases was approximately $0.2 million and $0.1 million for the three months ended March 31, 2014 and 2013, respectively. Future annual minimum rental payments due (inclusive of the commitments of Cetera, which was acquired on April 29, 2014) are as follows (in thousands): | ||||
12 months ended March 31, | ||||
2015 | $ | 4,297 | ||
2016 | 4,295 | |||
2017 | 4,185 | |||
2018 | 3,908 | |||
2019 | 2,815 | |||
Thereafter | 6,691 | |||
Total | $ | 26,191 | ||
Legal Proceedings — The Company and the Operating Subsidiaries are involved in legal proceedings from time to time arising out of their business operations, including arbitrations and lawsuits involving private claimants, and subpoenas, investigations and other actions by government authorities and self-regulatory organizations. In view of the inherent difficulty of predicting the outcome of such matters, particularly in cases in which claimants seek substantial or indeterminate damages, the Company cannot estimate the possible loss or range of loss related to such matters will be. The Company recognizes a liability with regard to a legal proceeding when it believes it is probable a liability has occurred and the amount can be reasonably estimated. If some amount within a range of loss appears at the time to be a better estimate than any other amount within the range, the Company accrues that amount. When no amount within the range is a better estimate than any other amount, however, the Company accrues the minimum amount in the range. The Company maintains insurance coverage, including general liability, errors and omissions, excess entity errors and omissions and fidelity bond insurance. The Company records legal reserves and related insurance recoveries on a gross basis. | ||||
Defense costs with regard to legal proceedings are expensed as incurred and classified as professional services within the consolidated statements of income. When there is indemnification or insurance, the Company may engage in defense or settlement and subsequently seek reimbursement for such matters. | ||||
Summit Litigation | ||||
Summit, its board of directors, the Company and a wholly owned subsidiary formed by the Company in connection with the Summit merger are named as defendants in two purported class action lawsuits (now consolidated) filed by alleged Summit shareholders on November 27, 2013 and December 12, 2013 in Palm Beach County, Florida challenging the Summit merger. These lawsuits allege, among other things, that: (1) each member of Summit’s board of directors breached his fiduciary duties to Summit and its shareholders in authorizing the Summit merger; (2) the Summit merger does not maximize value to Summit shareholders; and (3) the defendants aided and abetted the breaches of fiduciary duty allegedly committed by the members of Summit’s board of directors. These shareholder lawsuits seek class action certification and equitable relief, including an injunction against consummation of the Summit merger on the agreed-upon terms. On May 9, 2014, the plaintiff shareholders moved for leave to file an amended complaint under seal. The amended complaint asserts claims similar to those in the original complaint, adds allegations relating to amendment of the Summit merger agreement on March 17, 2014, and also challenges the adequacy of the disclosures in the registration statement related to the issuance of shares of our Class A common stock as consideration in the Summit acquisition, the background of the transaction, the fairness opinion issued to the Summit special committee, and Summit’s financial projections. The consolidated lawsuits seek class-action certification, equitable relief, including an injunction against consummation of the Summit acquisition on the agreed-upon terms, and damages. |
Stockholders_Equity
Stockholders' Equity | 3 Months Ended |
Mar. 31, 2014 | |
Equity [Abstract] | ' |
Stockholders' Equity | ' |
Stockholders' Equity | |
As of March 31, 2014, the Company had the following classes of common stock: | |
Class A Common Stock. 2,500,000 shares of Class A common stock were issued to the public in the IPO. Class A common stock entitles holders to one vote per share and full economic rights (including rights to dividends, if any, and distributions upon liquidation). Holders of Class A common stock hold 100% of the economic rights and a portion of the voting rights of the Company. | |
On February 11, 2014, as part of the Restructuring Transactions, RCAP Holdings delivered a written notification (the “Exchange Request”) to the Company pursuant to the Exchange Agreement of RCAP Holdings’ election to exchange 23,999,999 Class B Operating Subsidiary Units for 23,999,999 shares of Class A Common Stock. Pursuant to the Exchange Request, the Company and RCAP Holdings waived the obligation under the Exchange Agreement to deliver an exchange notice with respect to the exchange at least 20 days in advance of the closing of the Exchange, as well as provisions in the Exchange Agreement with respect to the timing of the closing of the Exchange, which was consummated on February 11, 2014. | |
The Company issued the Class A Common Stock in the Exchange to RCAP Holdings in reliance on the exemption from registration contained in Section 3(a)(9) of the Securities Act of 1933, as amended (the “Securities Act”). RCAP Holdings was an existing holder of the Class A Common Stock and the Class B Common Stock, and the Company did not, directly or indirectly, pay or give any commission or other remuneration to any party for soliciting the exchange. Pursuant to the Exchange Request, RCAP Holdings also delivered 23,999,999 shares of Class B Common Stock to the Company for cancellation concurrently with the closing of the exchange. | |
After giving effect to the Exchange, as of February 11, 2014, RCAP Holdings held 24,051,499 shares of Class A Common Stock and one share of Class B Common Stock, which entitles RCAP Holdings, in the aggregate, to 90.76% of the economic rights in the Company and 95.38% of the voting power of the Class A Common Stock and Class B Common Stock voting together as a single class. As a result, RCAP Holdings is entitled to both economic and voting rights. | |
On March 20, 2014, the Company’s Board of Directors authorized and the Company declared a cash dividend for the first quarter of 2014 for its Class A common stock. The cash dividend was paid on April 10, 2014 to record holders of the Company’s Class A common stock at the close of business on March 31, 2014 in an amount equal to $0.18 per share, consistent with the cash dividend declared and paid with respect to the fourth quarter of 2014. | |
Class B Common Stock. As of March 31, 2014 RCAP Holdings owns one Class B Unit of each operating subsidiary and one share of the Company’s Class B common stock which entitles holders to four votes per share; provided, however, that the Company’s certificate of incorporation provides that so long as any of the Class B common stock remains outstanding, the holders of Class B common stock always will have a majority of the voting power of the Company’s outstanding common stock, and thereby control the Company. Class B common stock holders have no economic rights (including no rights to dividends and distributions upon liquidation). | |
Equity Plan. The RCS Capital Corporation Equity Plan provides for the grant of stock options, stock appreciation rights, restricted shares of Class A common stock, restricted stock units, dividend equivalent rights and other stock-based awards (which may include grants of shares of Class A common stock in payment of the amounts due under a plan or arrangement sponsored or maintained by the Company or an affiliate, including the Amended OPP) to individuals who are, as of the date of grant, non-executive directors, officers and other employees of the Company or its affiliates, to certain advisors or consultants of the Company or any of its affiliates who are providing services to the Company or the affiliate, or, subject the Services Agreement (as defined below) remaining in effect on the date of grant, to RCS Capital Management , LLC ("RCS Capital Management"), an entity under common control with RCAP Holdings, and individuals who are, as of the date of grant, employees, officers or directors of RCS Capital Management or one of its affiliates. The maximum number of shares of Class A common stock that may be granted pursuant to awards under the equity plan was initially 250,000 shares of Class A common stock. Following any increase in the number of issued and outstanding shares of Class A common stock, the maximum number of shares of Class A common stock that may be granted pursuant to awards under the equity plan will be a number of shares of Class A common stock equal to the greater of (x) 250,000 shares and (y) 10% of the total number of issued and outstanding shares of Class A common stock (on a diluted basis) at any time following such increase (subject to the registration of the increased number of available shares). Following the Restructuring Transactions (as described below) and the filing of a registration statement on Form S-8 with respect to the equity plan on February 19, 2014, 2,649,999 shares of Class A Common Stock may be granted pursuant to awards under the equity plan. | |
During the three months ended March 31, 2014, the Company's Board of Directors authorized the issuance of up to 1,823,000 restricted shares under the equity plan of which 1,640,559 were issued and had a weighted average grant date fair value of $37.51. During the three months ended March 31, 2014, 14,710 shares vested. The Company recognized $0.7 million of share-based compensation for the three months ended March 31, 2014 which was recorded in internal commissions, payroll and benefits expense in the consolidated statement of income related to these restricted stock awards. The Company did not have any share-based compensation for the three months ended March 31, 2013. As of March 31, 2014, the total unrecognized compensation cost for restricted stock awards was $60.8 million which is expected to be recognized over a weighted average remaining period of 3.8 years. The restricted stock awards have rights to non-forfeitable dividends for which the Company accrued $0.3 million for the three months ended March 31, 2014. | |
During the three months ended March 31, 2014, the Company also granted 176,679 restricted stock awards to certain employees of related parties under the RCS Capital Corporation Equity Plan with a weighted average grant date fair value of $36.59. During the three months ended March 31, 2014, no shares vested. The Company recognized the entire charge of $6.5 million for these restricted stock awards immediately in retained earnings as a dividend with an offset to additional paid-in capital. Any amounts in excess of retained earnings is adjusted back to additional paid-in capital in order to ensure that retained earnings is not reduced below zero due to the restricted stock awards. As of March 31, 2014, there is no unrecognized compensation cost for these restricted stock awards. The restricted stock awards have rights to non-forfeitable dividends for which the Company accrued $0.03 million for the three months ended March 31, 2014. | |
A related party also granted 512,430 restricted stock awards (of the related party's stock) to certain employees of the Company for services provided by Company employees on behalf of such related party, which the Company recognized $2.3 million of share-based compensation for the three months ended March 31, 2014 which was recorded in internal commissions, payroll and benefits expense in the consolidated statement of income related to these restricted stock awards. The Company remeasures the fair value of the awards at each reporting date based on the related party's stock price, at which time the amortization of the award is adjusted. The fair value of these awards as of March 31, 2014 was $14.02. As of March 31, 2014, the total unrecognized compensation cost for restricted stock awards was $4.8 million which is expected to be recognized over a weighted average remaining period of 4.6 years. | |
Convertible notes and convertible preferred stock. On April 29, 2014 in connection with the closing of the Cetera acquisition, the Company issued $120.0 million (face amount) of 5% convertible notes at a price of $666.67 per $1,000 of par value, for gross proceeds to the Company upon issuance of $80.0 million and $270.0 million (aggregate liquidation preference) of 7% convertible preferred stock to Luxor at a price of 88.89% of the liquidation preference per share, for gross proceeds to the Company upon issuance of $240.0 million. The Company estimates that 18,992,474 shares of Class A common stock would be issuable on the conversion of all of the convertible preferred stock and all of the convertible notes issued to Luxor (as part of the Company’s Cetera financings entered into on April 29, 2014) at the conversation rate applicable as of March 31, 2014. | |
LTIP Units. On April 28, 2014, in connection with the acquisition by Luxor of an interest in RCS Capital Management, the OPP was amended which resulted in RCS Capital Management earning 310,947 LTIP Units and forfeiting 1,014,053 LTIP Units under the OPP. Immediately prior to the acquisition by Luxor of an interest in RCS Capital Management, RCS Capital Management distributed its 310,947 earned LTIP Units to its then current members, each of whom then became a member of RCS Holdings. See Note 11 for more information. |
Earnings_Per_Share
Earnings Per Share | 3 Months Ended | |||||||
Mar. 31, 2014 | ||||||||
Earnings Per Share [Abstract] | ' | |||||||
Earnings Per Share | ' | |||||||
Earnings Per Share | ||||||||
Basic earnings per share is calculated by dividing net income attributable to RCS Capital Corporation by the weighted-average number of common shares outstanding during the period. The LTIP Units and restricted stock that contain non-forfeitable rights to dividends are considered participating securities. Participating securities are included in the computation of basic EPS of the Company using the two-class method. Other potentially dilutive common shares, including unvested restricted stock and other securities that are exchangeable for the Company’s Class A common stock, and the related impact on earnings, are considered when calculating diluted EPS. The following table presents the calculation of basic and diluted earnings per share for the three months ended March 31, 2014 and 2013 (amounts in thousands, except share and per share data): | ||||||||
Three Months Ended | ||||||||
March 31, | ||||||||
2014 | 2013 | |||||||
Earnings for basic and diluted earnings per common Class A share: | ||||||||
Net income attributable to RCS Capital Corporation | $ | 3,792 | $ | — | ||||
Less: Dividend equivalents on Restricted Stock | 327 | — | ||||||
Net income attributable to Class A Shareholders | 3,465 | — | ||||||
Shares: | ||||||||
Weighted average Class A common shares used in basic and diluted computation | 15,566,830 | N/A | ||||||
Earnings per common Class A share: | ||||||||
Basic and diluted | $ | 0.22 | N/A | |||||
As of March 31, 2014, there were 1,325,000 LTIP Units of the RCS Holdings outstanding under the Amended and Restated 2013 Manager Multi-Year Outperformance Agreement. See Note 11, “Amended and Restated 2013 Manager Multi-Year Outperformance Agreement.” There were distributions of $0.02 million allocated to the LTIP Unit holders during the first quarter of 2014; therefore, the net income allocable to the Company was reduced by $0.02 million. | ||||||||
As of March 31, 2014 the Company met the threshold of total return to shareholders as measured against a peer group of companies. Had the measurement date been March 31, 2014 (instead of June 4, 2014), LTIP Units would have been earned and catch-up distributions would have been due to the LTIP Unit holders. However, the LTIP Units capital account did not achieve economic equivalence with the capital balance of Class A units of RCS Holdings as of March 31, 2014, which is deemed to be a substantive non-market based contingency; therefore, the LTIP Units are excluded from the diluted earnings per share computation. | ||||||||
In connection with the closing of the Cetera acquisition and the acquisition by Luxor of an interest in RCS Capital Management, the Company, RCS Holdings and RCS Capital Management agreed to amend the Amended and Restated 2013 Manager Multi-Year Outperformance Agreement to provide that the first valuation date would be April 28, 2014 and that any LTIP Units not earned as of such date would be forfeited without payment of compensation. The board determined that as of such valuation date 310,947 LTIP Units were earned, referred to as Earned LTIP Units, and 1,014,053 LTIP Units were forfeited. Therefore as of April 28, 2014, $0.7 million is due to the LTIP Unit holders as a catch-up distribution. | ||||||||
For the three months ended March 31, 2014 the Company also excluded one share of Class B Common Stock and 1,802,528 of unvested restricted stock units outstanding as of March 31, 2014 from the calculation of diluted earnings per share as the effect would have been antidilutive. |
Net_Capital_Requirements
Net Capital Requirements | 3 Months Ended |
Mar. 31, 2014 | |
Regulatory Capital Requirements [Abstract] | ' |
Net Capital Requirements | ' |
Net Capital Requirements | |
Realty Capital is subject to the SEC Uniform Net Capital Rule 15c3-1, which requires the maintenance of minimum net capital of the greater of $100,000 or 1/15th of aggregate indebtedness, as defined, and requires that the ratio of aggregate indebtedness to net capital, both as defined, shall not exceed 15 to 1. As of March 31, 2014, Realty Capital had net capital of $19.3 million which was $17.4 million in excess of its required net capital, and aggregate indebtedness to net capital ratio was 1.47 to 1. As of December 31, 2013, net capital was $25.6 million which was $24.3 million in excess of its required net capital, and aggregate indebtedness to net capital ratio was 0.76 to 1. |
Related_Party_Transactions
Related Party Transactions | 3 Months Ended |
Mar. 31, 2014 | |
Related Party Transactions [Abstract] | ' |
Affiliate Transactions | ' |
Related Party Transactions | |
A significant portion of the Company’s revenues relate to fees earned from transactions with or on behalf of AR Capital, LLC and its affiliates or related parties, including investment banking fees, services fees, transfer agent fees and wholesale broker-dealer commissions and concessions, in the ordinary course of its trade or business. The Company earned revenues of $186.1 million and $204.7 million for the three months ending March 31, 2014 and 2013, respectively, from affiliated products. As of March 31, 2014 and December 31, 2013, the receivables for such revenues were $16.5 million and $48.4 million, respectively. | |
Pursuant to the Services Agreement (as defined below) beginning on January 1, 2013, AR Capital, LLC charges the Operating Subsidiaries for the services of information technology, human resources, accounting services and office services and facilities. For these services, the Company incurred expenses of $1.4 million and $0.7 million for the three months ending March 31, 2014 and 2013, respectively. As of March 31, 2014 and December 31, 2013, the payables for such expenses are $0.6 million and $0.3 million, respectively. | |
The Company incurs expenses directly for certain services it receives. The Company either allocates these expenses to the Operating Subsidiaries or causes RCAP Holdings to pay its portion based on RCAP Holdings' ownership interest. Expenses that are directly attributable to a specific Operating Subsidiary are allocated to the appropriate Operating Subsidiary at 100%. Expenses that are not specific to an Operating Subsidiary are allocated in proportion to income before taxes, quarterly fees, incentive fees and outperformance fees. The intercompany receivables and payables for these expenses are eliminated in consolidation and are settled quarterly. For the three months ended March 31, 2014 the Operating Subsidiaries incurred $1.9 million. The Operating Subsidiaries did not incur any such expenses for the three months ended March 31, 2013. There were no expenses payable by RCAP Holdings as of March 31, 2014 and December 31, 2013. | |
As of March 31, 2014, RCAP Holdings owned 84.94% of the Company's Class A common stock outstanding primarily as a result of the Exchange Transaction. As of December 31, 2013, RCAP Holdings owned 2.06%, of the Company's Class A common stock. From time to time, RCAP Holdings may purchase shares of the Company's Class A common stock in the secondary market. | |
In March 2014, Realty Capital leased a lodging facility in Newport, Rhode Island from an affiliate, ARC HTNEWRI001, LLC (“ARC HTNEWRI”). Realty Capital also entered into an agreement with another affiliate, Crestline Hotels and Resorts, LLC (“Crestline”) to manage and operate the lodging facility. Crestline remits the lodging facility’s revenue to the Company, net of the fees from Crestline. During the three months ended March 31, 2014, the Company incurred $0.01 million in rent expense. The Company did not earn any revenue from the Crestline agreement during the three months ended March 31, 2014. | |
Services Agreement (formerly the Management Agreement). Pursuant to the management agreement which was amended and restated in connection with the Restructuring Transactions and is now known as the Amended and Restated Services Agreement (the "Services Agreement"), RCS Capital Management implements the Company's business strategy, as well as the business strategy of the Operating Subsidiaries, and performs executive and management services for the Company and Operating Subsidiaries, subject to oversight, directly or indirectly, by the Company's Board of Directors. | |
From June 10, 2013 to February 11, 2014, the Company, together with the operating subsidiaries, paid RCS Capital Management a management fee in an amount equal to 10% of the aggregate pre-tax U.S. GAAP net income of the Operating Subsidiaries, calculated and payable quarterly in arrears, subject to the aggregate U.S. GAAP net income of the Operating Subsidiaries being positive for the current and three preceding calendar quarters. On February 11, 2014, the Services Agreement was amended in connection with the Restructuring Transactions, and is now referred to as the “Quarterly Fee” whereby the Company and RCS Holdings pay RCS Capital Management a quarterly fee in an amount equal to 10% of the aggregate U.S. GAAP net income of the Company, calculated and payable quarterly in arrears, subject to the aggregate pre-tax U.S. GAAP net income of the Company being positive for the current and three preceding calendar quarters. | |
In addition, from June 10, 2013 to February 11, 2014, the Company paid RCS Capital Management an incentive fee, calculated and payable quarterly in arrears, that is based on the Company's earnings and stock price. The incentive fee is an amount (if such amount is a positive number) equal to the difference between: (1) the product of (x) 20% and (y) the difference between (i) the Company's Core Earnings, as defined below, for the previous 12-month period, and (ii) the product of (A) the weighted average of the issue price per share of the Company's common stock of all the Company's public offerings multiplied by the weighted average number of all shares of common stock outstanding (including any restricted shares of Class A common stock and any other shares of Class A common stock underlying awards granted under the Company's equity plan) in the previous 12-month period, and (B) 8%; and (2) the sum of any incentive fee paid to RCS Capital Management with respect to the first three calendar quarters of such previous 12-month period; provided, however, that no incentive fee is payable with respect to any calendar quarter unless the Company's Core Earnings for the 12 most recently completed calendar quarters is greater than zero. | |
Core Earnings is a non-U.S. GAAP measure and from June 10, 2013 to February 11, 2014 was defined as U.S. GAAP net income (loss) of RCS Capital Corporation, excluding non-cash equity compensation expense, management fees, incentive fees, acquisition fees, depreciation and amortization, any unrealized gains, losses or other non-cash items recorded in net income for the period, regardless of whether such items are included in other comprehensive income or loss, or in net income. The amount will be adjusted to exclude one-time events pursuant to changes in U.S. GAAP and certain other non-cash charges after discussions between RCS Capital Management and the independent directors and after approval by a majority of the independent directors. | |
Beginning on February 11, 2014, the incentive fee was amended whereby the Company and RCS Holdings pay RCS Capital Management an incentive fee, calculated and payable quarterly in arrears, that is based on the Company’s earnings and stock price. The incentive fee is an amount (if such amount is a positive number) equal to the difference between: (1) the product of (x) 20% and (y) the difference between (i) the Company’s Core Earnings, as defined below, for the previous 12-month period, and (ii) the product of (A) (X) the weighted average of the issue price per share (or deemed price per share) of the Company’s common stock of all of the Company’s cash and non-cash issuances of common stock from and after June 5, 2013 multiplied by (Y) the weighted average number of all shares of common stock outstanding (including any restricted shares of Class A common stock and any other shares of Class A common stock underlying awards granted under the Company’s equity plan) in the case of this clause (Y), in the previous 12-month period, and (B) 8%; and (2) the sum of any incentive fee paid to RCS Capital Management with respect to the first three calendar quarters of such previous 12-month period; provided, however, that no incentive fee is payable with respect to any calendar quarter unless the Company’s cash flows for the 12 most recently completed calendar quarters is greater than zero. Core Earnings is a non-GAAP measure and is now defined as the after-tax GAAP net income (loss) of RCS Capital Corporation, before the incentive fee plus non-cash equity compensation expense, depreciation and amortization, any unrealized gains, losses or other non-cash items recorded in net income for the period, regardless of whether such items are included in other comprehensive income or loss, or in net income (loss). The amount may be adjusted to include one-time events pursuant to changes in GAAP and certain other non-cash charges after discussions between RCS Capital Management and the Company’s independent directors and after approval by a majority of the Company’s independent directors. | |
Such management and incentive fee calculations commenced on June 10, 2013, the date the Company's initial public offering was completed. For periods less than four quarters or 12 months, the calculations are based on a pro rata concept starting with the quarter ended June 30, 2013. | |
The quarterly fee earned by RCS Capital Management for the three months ended March 31, 2014 was $1.8 million, which is the expense recorded by the Company. The payable for such expense is included in accrued expenses - due to related parties within the accompanying consolidated statements of financial condition. | |
The Company did not incur an incentive fee for three months ended March 31, 2014. | |
Amended and Restated 2013 Manager Multi-Year Outperformance Agreement. The Company entered into the 2013 Manager Multi-Year Outperformance Agreement (the "OPP"), as of June 10, 2013, with the Operating Subsidiaries and RCS Capital Management. The OPP provided a for performance-based bonus award to RCS Capital Management intended to further align RCS Capital Management’s interests with those of the Company and its stockholders. | |
Under the OPP, RCS Capital Management was issued LTIP Units of the Operating subsidiaries that were structured as profits interests therein, with a maximum award value equal to approximately 5% of the Company’s initial market capitalization on the date of the IPO (the “OPP Cap”). In connection with the Restructuring Transaction, RCS Capital Management contributed all of its LTIP Units in the Operating Subsidiaries to RCS Holdings in exchange for 1,325,000 LTIP units in RCS Holdings structured as profits interests in RCS Holdings. Subject to the OPP Cap, RCS Capital Management is eligible to earn a number of LTIP Units under the OPP determined based on the Company's level of achievement of total return to stockholders which includes both share price appreciation and common stock dividends, as measured against a peer group of companies for the three-year performance period commencing on June 4, 2013 (the “Commencement Date”), which period is referred to as the Three-Year Period, with valuation dates on which a portion of the LTIP Units up to a specified amount of the OPP Cap could be earned on the last day of each 12-month period during the Three Year Period and the initial 24-month period of the Three Year Period. | |
In connection with the closing of the Cetera acquisition and the acquisition by Luxor of an interest in RCS Capital Management, the Company, RCS Holdings and RCS Capital Management agreed to amend the OPP to provide that the first valuation date would be April 28, 2014 and that any LTIP Units not earned as of such date would be forfeited without payment of compensation. The board determined that as of such valuation date 310,947 LTIP Units were earned the ("Earned LTIP Units"), and 1,014,053 LTIP Units were forfeited. No additional LTIP Units may be earned under the OPP. The Earned LTIP Units were distributed to the members of RCS Capital Management immediately prior to the acquisition by Luxor of an interest in RCS Capital Management. | |
Subject to RCS Capital Management's continued service through each vesting date, 1/3 of any LTIP Units earned will vest on each of the third, fourth and fifth anniversaries of the Commencement Date. Until such time as the LTIP Units are fully earned in accordance with the provisions of the OPP, the LTIP Units are entitled to distributions equal to 10% of the distributions on the Class A Units of RCS Holdings. After the LTIP Units are fully earned, they are entitled to a catch-up distribution and the same distributions as the Units of RCS Holdings. At the time RCS Capital Management’s capital account with respect to the earned LTIP Units is economically equivalent to the average capital account balance of the Class A Units and Class C Units of RCS Holdings and has been vested for 30 days, the applicable earned LTIP Units will automatically convert into Class C Units of RCS Holdings on a one-to-one basis. | |
The OPP provided for early calculation for the earning of LTIP Units and for the accelerated vesting of any earned LTIP Units in the event RCS Capital Management is terminated or in the event the Company incurs a change in control, in either case prior to the end of the Three-Year Period. The OPP also provided for accelerated vesting of any earned LTIP Units in the event RCS Capital Management is terminated or in the event of a change in the Company’s control on or following the end of the Three-Year Period. | |
In accordance with ASC 505, the Company recognizes the fair value of the OPP award over the requisite performance period of the award. The award is remeasured at each reporting date and the amortization of the expense is adjusted accordingly. The fair value of the OPP award was determined utilizing a Monte Carlo simulation technique under a risk-neutral premise. The significant assumptions utilized in determining the fair value of $27.8 million as of March 31, 2014, which prior to the amendment to the OPP was expected to be recognized over a period of three years from the grant date were as follows: | |
•Risk free rate of 0.51% utilizing the prevailing 2.2-year zero-coupon U.S. treasury yield at the reporting date; | |
•Expected dividend yield of 3.5%; and | |
•Volatility of 33.0% based on the historical and implied volatility of the peer group of companies | |
For the three months ended March 31, 2014 the Company recognized $7.2 million of the OPP award, which is included in the consolidated statements of income, with an offset recorded to non-controlling interest. | |
RCS Advisory Services, LLC — AR Capital, LLC Services Agreement. RCS Advisory entered into a services agreement with AR Capital, LLC, pursuant to which it provides AR Capital, LLC and its subsidiaries with transaction management services (including, transaction management, compliance, due diligence, event coordination and marketing services, among others), in connection with the performance of services to certain AR Capital, LLC sponsored companies. | |
Registration Rights Agreement. In connection with the Company’s initial public offering, the Company entered into a registration rights agreement with RCAP Holdings and RCS Capital Management pursuant to which the Company granted (i) RCAP Holdings, its affiliates and certain of its transferees the right, under certain circumstances and subject to certain restrictions, to require us to register under the Securities Act shares of the Company’s Class A common stock issuable upon exchange of the Operating Subsidiaries Units (and cancellation of corresponding shares of the Company’s Class B common stock) held or acquired by them; and (ii) RCS Capital Management, its affiliates and certain of its transferees the right, under certain circumstances and subject to certain restrictions, to require us to register under the Securities Act any equity-based awards granted to RCS Capital Management under the Company’s equity plan. Under the registration rights agreement, the shareholders party thereto have the right to request us to register the sale of its shares and also may require us to make available shelf registration statements, at such time as the Company may be eligible to file shelf registration statements, permitting sales of shares into the market from time to time over an extended period. In addition, the agreement gives the shareholders party thereto the ability to exercise certain piggyback registration rights in connection with registered offerings requested by the shareholders party thereto or initiated by us. As part of the Restructuring Transaction, pursuant to the Company’s exchange agreement with RCAP Holdings on February 11, 2014, RCAP Holdings exchanged all of its shares of Class B common stock in us and Class B Units in each of the Company’s operating subsidiaries except for one share of Class B common stock and one Class B Unit in each operating subsidiary for a total of 23,999,999 shares of Class A common stock. See “Exchange Agreement.” | |
As a condition for Luxor entering into the Luxor commitment, the Company, and certain of its affiliates, have agreed to file with the SEC a continuously effective resale registration statement for the shares of the Company’s Class A common stock and other securities issued to Luxor in connection with the Cetera financings within 45 days of their issuance. | |
Exchange Agreement. RCAP Holdings entered into an exchange agreement with the Company under which RCAP Holdings has the right, from time to time, to exchange its Operating Subsidiaries Units for shares of Class A common stock of the Company on a one-for-one basis. Pursuant to the exchange agreement, the parties have agreed to preserve their relative ownership of the Class A common stock, Class B common stock, Class A Units of the Operating Subsidiaries and Class B Units of the Operating Subsidiaries and, accordingly, that the transfer of units of an Operating Subsidiary to a transferee thereof shall be accompanied by the simultaneous transfer of an equal number of the same class, series or type of units of the other Operating Subsidiaries to such transfer. In connection with an exchange, a corresponding number of shares of the Company's Class B common stock will be canceled. Any such exchange by RCAP Holdings will result in dilution of the economic interests of the Company's public stockholders. | |
As an initial step in the Restructuring Transactions, on February 11, 2014, the Company entered into a First Amendment to the Exchange Agreement (the “Amendment”) with RCAP Holdings, the holder of (a) the Class B Units of each of the Operating Subsidiaries (collectively, the “Class B Operating Subsidiary Units”), and (b) all the outstanding shares of the Company’s Class B common stock, par value $0.001 per share (“Class B Common Stock”). The purpose of the Amendment was to amend the Exchange Agreement dated as of June 10, 2013 (as amended by the Amendment, the “Exchange Agreement”), between the Company and RCAP Holdings, so as to permit an exchange by RCAP Holdings of its Class B Operating Subsidiary Units for shares of the Company’s Class A common stock, par value $0.001 per share (“Class A Common Stock”), and the related cancellation of a corresponding number of shares of Class B Common Stock thereunder, to be treated as a contribution by RCAP Holdings of its equity interests in each of the Operating Subsidiaries to the Company in a transaction intending to qualify as tax-free under Section 351 of the United States Internal Revenue Code of 1986, as amended. | |
On February 11, 2014, as part of the Restructuring Transactions, RCAP Holdings delivered a written notification (the “Exchange Request”) to the Company pursuant to the Exchange Agreement of RCAP Holdings’ election to exchange 23,999,999 Class B Operating Subsidiary Units for 23,999,999 shares of Class A Common Stock. Pursuant to the Exchange Request, the Company and RCAP Holdings waived the obligation under the Exchange Agreement to deliver an exchange notice with respect to the exchange at least 20 days in advance of the closing of the Exchange, as well as provisions in the Exchange Agreement with respect to the timing of the closing of the Exchange, which was consummated on February 11, 2014. | |
The Company issued the Class A Common Stock in the Exchange to RCAP Holdings in reliance on the exemption from registration contained in Section 3(a)(9) of the Securities Act of 1933, as amended (the “Securities Act”). RCAP Holdings was an existing holder of the Class A Common Stock and the Class B Common Stock, and the Company did not, directly or indirectly, pay or give any commission or other remuneration to any party for soliciting the exchange. Pursuant to the Exchange Request, RCAP Holdings also delivered 23,999,999 shares of Class B Common Stock to the Company for cancellation concurrently with the closing of the exchange. | |
After giving effect to the Exchange, as of February 11, 2014, RCAP Holdings held 24,051,499 shares of Class A Common Stock and one share of Class B Common Stock, which entitled RCAP Holdings, in the aggregate, to 90.76% of the economic rights in the Company and 95.38% of the voting power of the Class A Common Stock and Class B Common Stock voting together as a single class. As a result, RCAP Holdings is entitled to both economic and voting rights. | |
Limited Liability Company Agreement of RCS Holdings. On February 10, 2014, the Company formed RCS Holdings. Pursuant to the limited liability company agreement of RCS Holdings, there are three classes of equity interests in RCS Holdings, called “Class A Units,” “Class C Units” and “LTIP Units.” In connection with the Restructuring Transaction, RCS Capital Management contributed all its LTIP Units in the Operating Subsidiaries to RCS Holdings in exchange for LTIP Units representing units of equity ownership in RCS Holdings that are structured as profits interest therein. In connection with the execution of the RCS Holdings limited liability company agreement, 100% of the Class A Units of RCS Holdings were issued to us and 100% of the LTIP Units of RCS Holdings were issued to RCS Capital Management. The Class A Units of RCS Holdings issued to us are fully vested, are not subject to any put and call rights, and entitle the holder thereof to voting and economic rights (including rights to dividends and distributions upon liquidation). The LTIP Units of RCS Holdings issued to RCS Capital Management are structured as a profits interest in RCS Holdings with all the rights, privileges and obligations associated with Class A Units of RCS Holdings, subject to certain exceptions. The LTIP Units of RCS Holdings are subject to vesting, forfeiture and restrictions on transfers as provided in the OPP, as amended in connection with the Restructuring Transactions. See “Management - 2013 Manager Multi-Year Outperformance Agreement.” Until such time as the LTIP Units of RCS Holdings are fully earned in accordance with the provisions of the OPP, the LTIP Units of RCS Holdings are entitled to distributions equal to 10% of the distributions on Class A Units of RCS Holdings. After the LTIP Units of RCS Holdings are fully earned, they are entitled to a catch-up distribution and then the same distributions as Units of RCS Holdings. At the time RCS Capital Management’s capital account with respect to the LTIP Units of RCS Holdings is economically equivalent to the average capital account balance of the Class A Units and the Class C Units of RCS Holdings, has been earned and has been vested for 30 days, the LTIP Units of RCS Holdings will automatically convert into Class C Units on a one-to-one basis. The Class C Units have the same rights, privileges and obligations associated with Class A Units of RCS Holdings (other than voting) but will be exchangeable for shares of Class A common stock on a one-to-one basis pursuant to an exchange agreement to be entered into. Pursuant to the limited liability company agreement of RCS Holdings, the Company, as the managing member of RCS Holdings, controls RCS Holdings’ affairs and decision making. | |
Amended and Restated Limited Liability Company Agreements of the Operating Subsidiaries. Under the amended and restated operating agreements of the Company’s operating subsidiaries, there are four classes of units of each such operating subsidiary called “Class A Units” and “Class B Units.” The Company holds 100% of the outstanding Class A Units of each operating subsidiary, and RCAP Holdings holds 100% of the sole outstanding Class B Unit in each operating subsidiary. Class A Units confer substantially all of the economic rights and all of the voting rights in each operating subsidiary. Class B Units confer de minimis economic rights and no voting rights in each operating subsidiary. | |
The amended and restated operating agreements provide that at any time the Company issues a share of the Company’s Class A common stock, the Company will transfer the net proceeds received by us with respect to such share, if any, to the Company’s operating subsidiaries (allocated among them in accordance with their relative equity values at the time) and each of them shall be required to issue to us one Class A Unit. Conversely, if at any time, any shares of the Company’s Class A common stock are redeemed by us for cash, the Company can cause the Company’s operating subsidiaries, immediately prior to such redemption of the Company’s Class A common stock, to redeem an equal number of Class A Units of each operating subsidiary held by us, upon the same aggregate terms and for the same price, as the shares of the Company’s Class A common stock are redeemed. | |
As part of the Restructuring Transaction, pursuant to the Company’s exchange agreement with RCAP Holdings on February 11, 2014, RCAP Holdings exchanged all of its shares of Class B common stock in us and Class B Units in each of the Company’s operating subsidiaries except for one share of Class B common stock and one Class B Unit in each operating subsidiary for a total of 23,999,999 shares of Class A common stock. Following receipt of stockholder consent, the Company intends to amend the Company’s certificate of incorporation and the exchange agreement to permit RCAP Holdings to continue to hold one share of the Company’s Class B common stock without holding one Class B Unit in each operating subsidiary. Following this amendment, the remaining Class B Unit of each of the Company’s operating subsidiaries owned by RCAP Holdings will be cancelled and 100% of the voting and economic interests in the Company’s operating subsidiaries will be held by us, indirectly, through RCS Holdings’ ownership of the Class A Units. | |
American National Stock Transfer, LLC - Transfer Agent Services Agreement. ANST has entered into a services agreement with AR Capital, LLC, pursuant to which it will provide transfer agent services to AR Capital sponsored REITs. The agreement provides for an initial term of ten years. The agreement provides that each REIT must pay a minimum monthly fee as well as additional ad hoc service fees and related expense reimbursements. | |
Tax Receivable Agreement. The Company entered into a tax receivable agreement with RCAP Holdings requiring the Company to pay to RCAP Holdings 85% of the amount of the reduction, if any, in U.S. federal, state and local income tax liabilities that the Company realizes (or is deemed to realize upon early termination of the tax receivable agreement or change of control) as a result of the increases in tax basis of its tangible and intangible assets created by RCAP Holdings' exchanges of its Operating Subsidiaries Units for shares of Class A common stock (with a cancellation of its corresponding shares of the Company's Class B common stock) pursuant to the exchange agreement. Cash payments pursuant to the tax receivable agreement will be the Company's obligation. The initial public offering did not generate tax benefits and did not require payments pursuant to this agreement. In general, the Company's payments under the tax receivable agreement will not be due until after the Company has filed its tax returns for a year in which the Company realizes a tax benefit resulting from an exchange; however, the timing of payments could be accelerated upon an early termination of the tax receivable agreement or change in control which could require payment prior to the Company's ability to claim the tax benefit on its tax returns. Furthermore, RCAP Holdings will not be required to reimburse the Company for any payments previously made under the tax receivable agreement even if the IRS were to successfully challenge the increase in tax basis resulting from an exchange and, as a result, increase the Company's tax liability. The accelerated timing of payments and the increase in the Company's tax liability without reimbursement could affect the cash available to it and could impact its ability to pay dividends. | |
Pursuant to the exchange agreement described above, RCAP Holdings exchanged substantially all of its Operating Subsidiaries Units for shares of the Company’s Class A common stock along with the cancellation of a corresponding number of shares of the Company’s Class B common stock held by RCAP Holdings. It is the intention of the parties to the exchange that it, as part of an overall plan to restructure the Company’s ownership that includes the exchange, our pending securities offering, the Cetera financings and the completion of the pending acquisitions, qualify as a tax-free contribution to us under Section 351 of the Code. If the exchange by RCAP Holdings qualifies as a tax-free contribution to us under Section 351 of the Code, the Company would obtain carryover tax basis in the tangible and intangible assets of the Company’s operating subsidiaries connected with such Operating Subsidiaries Units. As there will be no increase in tax basis created if the exchange qualifies as tax free Section 351 contribution, there will be no reduction in the Company’s tax liability, and as such the Company would not be required to make any payments under the tax receivable agreement. However, if the exchange were treated as a taxable transaction, each of the Company’s operating subsidiaries intends to have an election under Section 754 of the Code which would result in us receiving a step up in the tax basis in tangible and intangible assets of the Company’s operating subsidiaries with respect to such Operating Subsidiaries Units acquired by us in such exchanges. This increase in tax basis is likely to increase (for tax purposes) depreciation and amortization allocable to us from each operating subsidiary and therefore reduce the amount of income tax the Company would otherwise be required to pay in the future. This increase in tax basis may also decrease gain (or increase loss) on future dispositions of certain capital assets to the extent increased tax basis is allocated to those capital assets. | |
AR Capital Real Estate Income Fund. As of March 31, 2014, RCS Advisory and Realty Capital Securities had investments in the AR Capital Real Estate Income Fund of $6.3 million and $6.6 million, respectively. As of December 31, 2013, RCS Advisory and Realty Capital Securities had investments in the AR Capital Real Estate Income Fund of $8.5 million and $5.9 million, respectively. |
Segment_Reporting
Segment Reporting | 3 Months Ended | |||||||
Mar. 31, 2014 | ||||||||
Segment Reporting [Abstract] | ' | |||||||
Segment Reporting | ' | |||||||
Segment Reporting | ||||||||
The Company operates through its four Operating Subsidiaries in five principal segments: Wholesale Broker-Dealer; Transaction Management; Investment Banking and Capital Markets; Transfer Agent; and Investment Research. Realty Capital Securities, the Company's Wholesale Broker-Dealer segment, includes the Company's alternative investment program activities and is the distributor or dealer manager for proprietary and non-proprietary publicly registered non-exchange traded ("non-traded") securities and for an open-end mutual fund. Proprietary programs are sponsored directly or indirectly by AR Capital, LLC, an affiliate. Realty Capital Securities distributes these securities through selling groups comprised of FINRA member broker-dealers located throughout the United States. | ||||||||
Transaction Management is provided by RCS Advisory whose activities support the alternative investment programs distributed by Realty Capital Securities. These activities include: services related to offering registration and blue sky filings; regulatory advice; registration maintenance; transaction management; marketing support; due diligence support; events; training and education; conference management; and strategic advice. | ||||||||
The Investment Banking and Capital Markets segment is a division of Realty Capital Securities and includes the Company's strategic advisory and capital markets services focused, in part, on the direct investment program industry. Activities related to the Investment Banking and Capital Markets segment include: corporate strategic planning and advice; and sourcing, structuring and maintaining debt finance and derivative arrangements. | ||||||||
ANST operates in the SEC registered Transfer Agent segment and performs transfer agency activities related to the direct investment programs. ANST acts as a registrar, provides record-keeping services and executes the transfers, issuances and cancellations of shares. | ||||||||
SK Research provides focused research, consulting, training and education, and due diligence on traditional and non-traditional investment products. | ||||||||
The reportable business segment information is prepared using the following methodologies: | ||||||||
• | Net revenues and expenses directly associated with each reportable business segment are included in determining earnings before taxes. | |||||||
• | Net revenues and expenses not directly associated with specific reportable business segments are allocated based on the most relevant measures applicable, including each reportable business segment's net revenues, time spent and other factors. | |||||||
• | Reportable business segment assets include an allocation of indirect corporate assets that have been fully allocated to the Company's reportable business segments, generally based on each reportable business segment's capital utilization. | |||||||
The following table presents the Company's net revenues, expenses and income before taxes by segment for the three months ended March 31, 2014 and 2013 (in thousands): | ||||||||
Three Months Ended | ||||||||
March 31, | ||||||||
2014 | 2013 | |||||||
Wholesale broker-dealer: | ||||||||
Revenues | $ | 139,110 | $ | 211,844 | ||||
Expenses | 142,635 | 188,981 | ||||||
(Loss) income | $ | (3,525 | ) | $ | 22,863 | |||
Transaction management: | ||||||||
Revenues | $ | 12,352 | $ | 2,271 | ||||
Expenses | 13,217 | 1,210 | ||||||
(Loss) income | $ | (865 | ) | $ | 1,061 | |||
Investment banking and capital markets: | ||||||||
Revenues | $ | 32,060 | $ | 3,491 | ||||
Expenses | 5,618 | 859 | ||||||
Income | $ | 26,442 | $ | 2,632 | ||||
Transfer agent: | ||||||||
Revenues | $ | 4,131 | $ | 1,025 | ||||
Expenses | 3,390 | 834 | ||||||
Income | $ | 741 | $ | 191 | ||||
Investment Research: | ||||||||
Revenues | $ | — | $ | — | ||||
Expenses | 444 | — | ||||||
(Loss) | $ | (444 | ) | $ | — | |||
Revenue reconciliation | ||||||||
Total revenues for reportable segments | $ | 187,653 | $ | 218,631 | ||||
Intercompany revenues | (448 | ) | — | |||||
Total revenues | $ | 187,205 | $ | 218,631 | ||||
Income reconciliation | ||||||||
Total income for reportable segments | $ | 22,349 | $ | 26,747 | ||||
Corporate and other expenses | (6,449 | ) | — | |||||
Income before income taxes | $ | 15,900 | $ | 26,747 | ||||
The following table presents the Company's total assets by segment as of March 31, 2014 and December 31, 2013 (in thousands): | ||||||||
March 31, 2014 | December 31, 2013 | |||||||
Segment assets: | ||||||||
Wholesale broker-dealer | $ | 23,632 | $ | 32,058 | ||||
Transaction management | 23,152 | 20,211 | ||||||
Investment banking and capital markets | 74,166 | 46,529 | ||||||
Transfer agent | 9,187 | 8,618 | ||||||
Investment research | 10,151 | — | ||||||
Total assets for reportable segments | $ | 140,288 | $ | 107,416 | ||||
Assets reconciliation: | ||||||||
Total assets for reportable segments | $ | 140,288 | $ | 107,416 | ||||
Other assets and intercompany investments and receivables | 6,082 | 3,711 | ||||||
Total consolidated assets | $ | 146,370 | $ | 111,127 | ||||
Subsequent_Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2014 | |
Subsequent Events [Abstract] | ' |
Subsequent Events | ' |
Subsequent Events | |
On April 29, 2014, the Company completed the previously announced $1.15 billion acquisition of Cetera, a financial services holding company that provides independent broker-dealer services and investment advisory services through four distinct independent broker-dealer platforms: Cetera Advisors, Cetera Advisor Networks, Cetera Financial Institutions and Cetera Financial Specialists. The Company intends to operate Cetera independently of the Company’s wholesale broker-dealer subsidiary, Realty Capital Securities, LLC, and have Cetera function as a separate business unit alongside the Company’s existing operating subsidiaries. The acquisition, including related transaction expenses, was financed with a $575.0 million senior secured first lien term loan, a $150.0 million senior secured second lien term loan, the issuance of $120.0 million convertible notes and $270.0 million of convertible preferred securities and cash on hand. | |
For the three months ended March 31, 2014 and March 31, 2013, Cetera has revenues of $301.2 million and $242.7 million, respectively, and operating expenses of $299.5 million and $239.5 million, respectively. As of March 31, 2014 and December 31, 2013, Cetera had total assets of $529.9 million and 510.8 million, respectively. |
Summary_of_Significant_Account1
Summary of Significant Accounting Policies (Policies) | 3 Months Ended | |
Mar. 31, 2014 | ||
Accounting Policies [Abstract] | ' | |
Basis of presentation | ' | |
Basis of Presentation | ||
The consolidated financial statements include the accounts of the Company, Realty Capital Securities, RCS Advisory, ANST and SK Research. All significant intercompany balances and transactions have been eliminated in consolidation. The consolidated financial statements were prepared in conformity with accounting principles generally accepted in the United States of America (‘‘U.S. GAAP’’) and Article 8 of Regulation S-X. The information furnished includes all adjustments and accruals of a normal recurring nature, which, in the opinion of management, are necessary for a fair presentation of results. | ||
Reclassifications | ' | |
Reclassifications | ||
Certain reclassifications have been made to the prior period statement of cash flows to conform to the current year presentation. | ||
Use of estimates | ' | |
Use of Estimates | ||
The preparation of financial statements in conformity with U.S. GAAP requires management to make certain estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and reported amounts of revenues and expenses during the reporting period. Accordingly, actual results could differ from those estimates, and these differences could be material. | ||
Cash and cash equivalents | ' | |
Cash and cash equivalents | ||
Cash and cash equivalents include all highly liquid instruments purchased with original maturities of 90 days or less. Cash and cash equivalents as of March 31, 2014 also includes $55.0 million that the Company paid into escrow related to the purchase of Cetera. The escrow was released on April 29, 2014 in connection with the completion of the acquisition of Cetera. The Company had $100.8 million and $45.2 million in cash balances as of March 31, 2014 and December 31, 2013, respectively, that were in excess of the FDIC insured limits. | ||
Marketable securities, available-for-sale securities, policy | ' | |
Available-for-sale Securities | ||
Available-for-sale securities represent investments by RCS Advisory in an equity mutual fund managed by a related party, which consist of shares of AR Capital Real Estate Income Fund. RCS Advisory treats these securities as available-for-sale securities with unrealized gains (losses) recorded in accumulated other comprehensive income (loss) and realized gains (losses) recorded in earnings. See Notes 4 and 5. | ||
Marketable securities, trading securities, policy | ' | |
Investment Securities | ||
Investment securities represent investments by Realty Capital Securities in an equity mutual fund managed by a related party, which consist of shares of AR Capital Real Estate Income Fund. Realty Capital Securities records both realized and unrealized gains (losses) in earnings on this investment, due to the fact that it is a broker-dealer. See Note 5. | ||
Receivables, policy | ' | |
Receivables | ||
Receivables represent selling commission receivables and dealer manager receivables due from related party and non-related party entities in connection with the distribution of programs sponsored by an affiliate, AR Capital, LLC, and other sponsors. See “Selling Commissions and Dealer Manager Fees”. | ||
Reimburseable expenses | ' | |
Reimbursable Expenses and Investment Banking Fees | ||
Reimbursable expenses and investment banking fees represent fees receivable for services provided to related parties and non-related party entities related to investment banking, capital markets and related advisory services performed. See “Investment Banking Advisory Services” and “Reimbursable Expenses”. | ||
Prepaid expenses and other assets, policy | ' | |
Prepaid expenses and other assets | ||
Prepaid expenses and other assets include prepaid assets and intellectual property. | ||
Deferred charges, policy | ' | |
Deferred offering costs and financing fees | ||
The Company incurs expenses in connection with registering and issuing debt and equity securities to finance its pending acquisitions. For debt issuances, direct costs are deferred until the debt is issued at which point they will be amortized over the contractual terms of the debt using the effective interest rate method. For equity issuances, direct costs are deferred until the equity is issued at which point they will be shown as a reduction of our pending securities offering proceeds in additional paid-in capital. | ||
Revenue recognition | ' | |
Revenue Recognition | ||
The Company recognizes revenue generally when it is earned and realized or realizable, when persuasive evidence of an arrangement exists, delivery has occurred or services have been rendered, the price is fixed or determinable, and collectability is reasonably assured. | ||
Selling Commissions and Dealer Manager Fees | ||
Realty Capital Securities receives selling commissions and dealer manager fees from related party and non-related party sponsors for its wholesale distribution efforts. The commission and dealer manager fee rates are established jointly in a single contract negotiated with each individual issuer. Realty Capital Securities generally receives commissions of up to 7.0% of gross offering proceeds for funds raised through the participating independent broker-dealer channel, all of which are redistributed as third-party commissions, in accordance, with industry practices. Commission percentages are generally established in the issuers' offering documents leaving Realty Capital Securities no discretion as to the payment of third-party commissions. Commission revenues and related expenses are recorded on a trade date basis as securities transactions occur. | ||
Realty Capital Securities, serving as a dealer manager, receives fees and compensation in connection with the wholesale distribution of non-traded securities. Realty Capital Securities contracts directly with independent broker-dealers and registered investment advisers to solicit share subscriptions. The non-traded securities are offered on a "best efforts" basis and Realty Capital Securities is not obligated to underwrite or purchase any shares for its own account. Realty Capital Securities generally receives up to 3.0% of the gross proceeds from the sale of common stock as a dealer manager fee and also receives fees from the sale of common stock through registered investment advisers. Realty Capital Securities has sole discretion as to reallowance of dealer manager fees to participating broker-dealers, based on such factors as the volume of shares sold and marketing support incurred by respective participating broker-dealers as compared to those of other participating broker-dealers. Dealer manager fees and reallowance are recorded on a trade date basis as securities transactions occur. | ||
The Company analyzes contractual arrangements to determine whether to report revenue on a gross basis or a net basis. The analysis considers multiple indicators regarding the services provided to their customers and the services received from suppliers. The goal of the analysis is to determine which entity is the primary obligor in the arrangement. After weighing many indicators, including Realty Capital Securities' position as the exclusive distributor or dealer manager primarily responsible for the distribution of its customers’ shares, its discretion in supplier selection, that our suppliers bear no credit risk and that the commission and dealer manager fee rates are established jointly in a single contract, the Company concluded that the gross basis of accounting for its commission and fee revenues is appropriate. | ||
During the year ended December 31, 2013, the Company modified its approach with respect to revenues derived from the sale of securities purchased through fee-based advisors by reducing to zero the fees charged on sales through the registered investment adviser channel (the “RIA channel”). The offerings affected were generally related party offerings. This selling commission change became effective on July 1, 2013, and the 7.0% selling commission we received from each sale through the RIA channel was reduced to 0%. Prior to the change, the full amount of the dealer manager fee (generally 3%) and the 7.0% selling commission was charged against the amount invested through the RIA channel, and the Company retained the amount of the 7.0% selling commission charged against the investor’s purchase price. After the change, the Company no longer receives any selling commissions on sales through the RIA channel, but continue to retain the dealer manager fee (generally 3.0%) of the amount invested in connection with sales through the RIA channel. This modified business practice did not constitute a change in accounting policy. | ||
Investment Banking Advisory Services | ||
The Company, through its investment banking and capital markets division, receives fees and compensation for providing investment banking, capital markets and related advisory services. Such fees are charged based on agreements entered into with related party and non-related party public and private issuers of securities and their sponsors and advisors, on a negotiated basis. Fees and expenses that are unpaid are recorded in investment banking fees receivable and reimbursable expenses in the statement of financial condition. Income from investment banking agreements that are not deferred is recognized when the transactions are complete or the services have been performed. Income from certain investment banking agreements is recorded in deferred revenue in the statement of financial condition and is recognized over the remaining life of the offering, which normally ranges from 3 to 26 months. | ||
Transfer Agency Revenue | ||
ANST receives fees for providing transfer agency and related services. Such fees are charged based on agreements entered into with related party issuers of securities on a negotiated basis. Certain fees are billed and recorded monthly based on account activity, such as new account establishment fees and call fees. Other fees, such as account maintenance fees, are billed and recorded monthly. | ||
Services Revenue | ||
The Company receives fees for providing transaction management, marketing support, due diligence advice, events, training and education, conference management and strategic advice. Such fees are charged at hourly billing rates for the services provided, based on agreements entered into with related party issuers of securities on a negotiated basis. Such fees are billed and recorded monthly based on services rendered. | ||
Reimbursable Expenses | ||
The Company includes all reimbursable expenses in gross revenue because the Company as the primary obligor has discretion in selecting a supplier, and bears the credit risk of paying the supplier prior to receiving reimbursement from the customer. | ||
Share-based compensation, option and incentive plans policy | ' | |
Share-based compensation | ||
During the three months ended March 31, 2014, the Company granted restricted stock awards to certain employees under the RCS Capital Corporation Equity Plan which provides for the grant of stock options, restricted shares of Class A common stock, restricted stock units, dividend equivalent rights and other equity-based awards which are subject to forfeiture until vested. The Company recognizes the expense in internal commissions, payroll and benefits expense in the consolidated statement of income on a straight line basis for these awards over the vesting period that ranges from 3 to 4 years based on grant date fair value of the awards. | ||
During the three months ended March 31, 2014, the Company also granted restricted stock awards to certain employees of related parties under the RCS Capital Corporation Equity Plan for services performed on behalf of the Company during prior periods. The Company recognizes the entire charge for these awards immediately in retained earnings as a dividend with an offset to additional paid-in capital. These awards are for services already performed and are subject to vesting of 4 years. | ||
A related party granted restricted stock awards with vesting provisions related to continued employment of the grantees at the Company to certain employees of the Company for services performed by Company employees on behalf of such related party. The Company recognizes compensation expense on for these awards over the vesting period that ranges from 3 to 5 years and remeasures the fair value of the awards at each reporting date, at which time the amortization of the award is adjusted. The offset to internal commissions, payroll and benefits expense is reflected as a capital contribution in additional paid-in capital. | ||
Advertising costs, policy | ' | |
Marketing and Advertising | ||
The Company expenses the cost of marketing and advertising as incurred. | ||
Income taxes | ' | |
Income Taxes | ||
The Company files standalone federal and state income tax returns. Realty Capital Securities, ANST and RCS Advisory are treated as disregarded entities up to the date of reorganization (June 10, 2013) and as partnerships for federal and state income tax purposes thereafter. All income and expense earned by Realty Capital Securities, ANST and RCS Advisory flowed through to their owner through the date of reorganization and to their partners. This includes the Company, who was a 9.4% owner of these partnerships, from the date of reorganization to the date of the Restructuring Transactions. After the date of the Restructuring Transactions, the Company is an owner of all but a de minimis amount of these partnerships. Income tax expense from operations and investments of Realty Capital Securities, ANST and RCS Advisory is not incurred by Realty Capital Securities, ANST and RCS Advisory but is reported by their owner through the date of reorganization and by their partners thereafter. | ||
Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amount of existing assets and liabilities and their respective tax basis and operating loss and tax credit carry-forwards which relate to the Company's investment in the Operating Subsidiaries. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. Current tax liabilities or assets are recognized for the estimated taxes payable or refundable on tax returns for the current year. | ||
A valuation allowance is provided when it is more likely than not that some portion of the deferred tax assets will not be realized. This determination is based upon a review of all available evidence, both positive and negative, including the Company's earnings history, the timing, character and amount of future earnings potential, the reversal of taxable temporary differences and the tax planning strategies available. | ||
The Company has adopted the authoritative guidance within ASC 740 relating to accounting for uncertainty in income taxes. The guidance prescribes a more-likely-than-not threshold for financial statement recognition and measurement of a tax position taken by the Company. See Note 6. | ||
Reportable segments | ' | |
Reportable Segments | ||
The Company’s internal reporting is organized into five segments through its four Operating Subsidiaries, as follows: | ||
• | Realty Capital Securities, under two business lines: | |
◦ | Wholesale Broker-Dealer; and | |
◦ | Investment Banking and Capital Markets | |
• | RCS Advisory providing transaction management services | |
• | ANST providing transfer agency services | |
• | SK Research providing focused intelligence and due diligence on non-traditional investment products | |
Recently issued accounting pronouncments | ' | |
Recently Issued Accounting Pronouncements | ||
The Company is not aware of any recently issued, but not yet effective, accounting pronouncements that would have a significant impact on the Company's consolidated financial position or results of operations. |
AvailableforSale_Securities_Ta
Available-for-Sale Securities (Tables) | 3 Months Ended | |||||||||||||||||||||||||||
Mar. 31, 2014 | ||||||||||||||||||||||||||||
Investments, Debt and Equity Securities [Abstract] | ' | |||||||||||||||||||||||||||
Disclosure of RCS Advisory's Investments | ' | |||||||||||||||||||||||||||
The following table presents information about the Company's available-for-sale securities as of March 31, 2014 and December 31, 2013 (amounts in thousands): | ||||||||||||||||||||||||||||
Fair value at December 31, 2013 | Purchases(1) | Sales | Realized loss | Unrealized gains(2) | Fair value | Cost | ||||||||||||||||||||||
31-Mar-14 | ||||||||||||||||||||||||||||
Mutual funds | $ | 8,528 | $ | 137 | $ | 3,000 | $ | 91 | $ | 744 | $ | 6,318 | $ | 6,084 | ||||||||||||||
_____________________________ | ||||||||||||||||||||||||||||
(1) Includes purchases under dividend reinvestment programs. | ||||||||||||||||||||||||||||
(2) This amount represents the change in the unrealized gain or loss for three months ended March 31, 2014. The Company had no realized or unrealized gain or losses during the three months ended March 31, 2013. The amount excludes the deferred income tax benefit (provision). |
Commitments_and_Contingencies_
Commitments and Contingencies Future Minimum Rental Payments for Operating Leases (Tables) | 3 Months Ended | |||
Mar. 31, 2014 | ||||
Commitments and Contingencies Disclosure [Abstract] | ' | |||
Schedule of Future Minimum Rental Payments for Operating Leases [Table Text Block] | ' | |||
Future annual minimum rental payments due (inclusive of the commitments of Cetera, which was acquired on April 29, 2014) are as follows (in thousands): | ||||
12 months ended March 31, | ||||
2015 | $ | 4,297 | ||
2016 | 4,295 | |||
2017 | 4,185 | |||
2018 | 3,908 | |||
2019 | 2,815 | |||
Thereafter | 6,691 | |||
Total | $ | 26,191 | ||
Earnings_Per_Share_Tables
Earnings Per Share (Tables) | 3 Months Ended | |||||||
Mar. 31, 2014 | ||||||||
Earnings Per Share [Abstract] | ' | |||||||
Basic and diluted earnings per share | ' | |||||||
The following table presents the calculation of basic and diluted earnings per share for the three months ended March 31, 2014 and 2013 (amounts in thousands, except share and per share data): | ||||||||
Three Months Ended | ||||||||
March 31, | ||||||||
2014 | 2013 | |||||||
Earnings for basic and diluted earnings per common Class A share: | ||||||||
Net income attributable to RCS Capital Corporation | $ | 3,792 | $ | — | ||||
Less: Dividend equivalents on Restricted Stock | 327 | — | ||||||
Net income attributable to Class A Shareholders | 3,465 | — | ||||||
Shares: | ||||||||
Weighted average Class A common shares used in basic and diluted computation | 15,566,830 | N/A | ||||||
Earnings per common Class A share: | ||||||||
Basic and diluted | $ | 0.22 | N/A | |||||
Segment_Reporting_Tables
Segment Reporting (Tables) | 3 Months Ended | |||||||
Mar. 31, 2014 | ||||||||
Segment Reporting [Abstract] | ' | |||||||
Schedule of Revenue, Expenses, and Assets by Segment | ' | |||||||
The following table presents the Company's net revenues, expenses and income before taxes by segment for the three months ended March 31, 2014 and 2013 (in thousands): | ||||||||
Three Months Ended | ||||||||
March 31, | ||||||||
2014 | 2013 | |||||||
Wholesale broker-dealer: | ||||||||
Revenues | $ | 139,110 | $ | 211,844 | ||||
Expenses | 142,635 | 188,981 | ||||||
(Loss) income | $ | (3,525 | ) | $ | 22,863 | |||
Transaction management: | ||||||||
Revenues | $ | 12,352 | $ | 2,271 | ||||
Expenses | 13,217 | 1,210 | ||||||
(Loss) income | $ | (865 | ) | $ | 1,061 | |||
Investment banking and capital markets: | ||||||||
Revenues | $ | 32,060 | $ | 3,491 | ||||
Expenses | 5,618 | 859 | ||||||
Income | $ | 26,442 | $ | 2,632 | ||||
Transfer agent: | ||||||||
Revenues | $ | 4,131 | $ | 1,025 | ||||
Expenses | 3,390 | 834 | ||||||
Income | $ | 741 | $ | 191 | ||||
Investment Research: | ||||||||
Revenues | $ | — | $ | — | ||||
Expenses | 444 | — | ||||||
(Loss) | $ | (444 | ) | $ | — | |||
Revenue reconciliation | ||||||||
Total revenues for reportable segments | $ | 187,653 | $ | 218,631 | ||||
Intercompany revenues | (448 | ) | — | |||||
Total revenues | $ | 187,205 | $ | 218,631 | ||||
Income reconciliation | ||||||||
Total income for reportable segments | $ | 22,349 | $ | 26,747 | ||||
Corporate and other expenses | (6,449 | ) | — | |||||
Income before income taxes | $ | 15,900 | $ | 26,747 | ||||
The following table presents the Company's total assets by segment as of March 31, 2014 and December 31, 2013 (in thousands): | ||||||||
March 31, 2014 | December 31, 2013 | |||||||
Segment assets: | ||||||||
Wholesale broker-dealer | $ | 23,632 | $ | 32,058 | ||||
Transaction management | 23,152 | 20,211 | ||||||
Investment banking and capital markets | 74,166 | 46,529 | ||||||
Transfer agent | 9,187 | 8,618 | ||||||
Investment research | 10,151 | — | ||||||
Total assets for reportable segments | $ | 140,288 | $ | 107,416 | ||||
Assets reconciliation: | ||||||||
Total assets for reportable segments | $ | 140,288 | $ | 107,416 | ||||
Other assets and intercompany investments and receivables | 6,082 | 3,711 | ||||||
Total consolidated assets | $ | 146,370 | $ | 111,127 | ||||
Organization_and_Description_o1
Organization and Description of the Company (Details) (USD $) | Mar. 31, 2014 | Feb. 10, 2014 | Mar. 31, 2014 | Dec. 31, 2013 | Mar. 31, 2014 | Dec. 31, 2013 | Mar. 31, 2014 | Feb. 10, 2014 | Jun. 10, 2013 | Feb. 10, 2014 | Dec. 31, 2013 | Mar. 31, 2014 | Feb. 10, 2014 | Mar. 31, 2014 | Feb. 10, 2014 | Jun. 05, 2013 | Mar. 31, 2014 | Mar. 31, 2014 | Jun. 05, 2013 | Jun. 05, 2013 | Mar. 31, 2014 | Feb. 10, 2014 | Feb. 10, 2014 | Mar. 31, 2014 | Mar. 31, 2014 | Mar. 31, 2014 | Mar. 31, 2014 | Mar. 31, 2014 | Feb. 14, 2014 | Mar. 31, 2014 | Mar. 31, 2014 | Sep. 25, 2013 | Sep. 25, 2013 | Mar. 31, 2014 | Sep. 25, 2013 | Mar. 31, 2014 | Mar. 31, 2014 | Mar. 31, 2014 | 14-May-14 | Apr. 03, 2014 | 14-May-14 | 14-May-14 | 14-May-14 | Mar. 31, 2014 |
In Millions, except Share data, unless otherwise specified | segment | Common Class A | Common Class A | Common Class B | Common Class B | RCS Holdings, LLC [Member] | RCAP Holdings, LLC | RCAP Holdings, LLC | RCAP Holdings, LLC | RCAP Holdings, LLC | RCAP Holdings, LLC | RCAP Holdings, LLC | RCAP Holdings, LLC | RCAP Holdings, LLC | IPO | IPO | IPO | Majority Shareholder | Majority Shareholder | Economic rights | Economic rights | Voting power | Hatteras Funds Group [Member] | Investors Capital Holdings [Member] | Summit Financial Services Group [Member] | JP Turner & Company, LLC [Member] | First Allied Holdings, Inc. [Member] | First Allied Holdings, Inc. [Member] | Barclays Bank PLC and Bank of America [Member] | Luxor Capital Group, LP | Effective cost [Member] [Member] | Merger Consideration [Member] | Debt Assumption [Member] | Debt Assumption [Member] | Equity [Member] | Indebtedness, net of cash [Member] | Carrying Amount [Member] | Subsequent event | Subsequent event | Subsequent event | Subsequent event | Subsequent event | Equity [Member] | |
program | Common Class A | Common Class A | Common Class B | Common Class B | Class B Operating Subsidiary Units | Class B Operating Subsidiary Units | Common Class A | Common Class A | Common Class B | Common Class B | Unclassified Stock [Member] | RCAP Holdings, LLC | RCAP Holdings, LLC | RCAP Holdings, LLC | RCAP Holdings, LLC | Senior Secured First Lien Revolving Credit Facility [Member] | First Allied Holdings, Inc. [Member] | First Allied Holdings, Inc. [Member] | First Allied Holdings, Inc. [Member] | First Allied Holdings, Inc. [Member] | First Allied Holdings, Inc. [Member] | First Allied Holdings, Inc. [Member] | First Allied Holdings, Inc. [Member] | Cetera Financial Group | First Allied Holdings, Inc. [Member] | Barclays Bank PLC and Bank of America [Member] | Barclays Bank PLC and Bank of America [Member] | Luxor Capital Group, LP | First Allied Holdings, Inc. [Member] | |||||||||||||||
Common Class A | Common Class A | Common Class A | RCAP Holdings, LLC | RCAP Holdings, LLC | RCAP Holdings, LLC | Common Class A | Senior Secured First Lien Term Loan [Member] | Senior Secured Second Lien Term Loan [Member] | ||||||||||||||||||||||||||||||||||||
Subsidiary, Sale of Stock [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Proceeds from issuance of senior long-term debt | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $575 | $150 | ' | ' |
Secured debt, commitment | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 25 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Class A RCS Holdings Units received by the Company | ' | 26,499,999 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Par value | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $0.00 | $0.00 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Class B Operating Subsidiary Units exchanged under the Exchange Agreement | ' | ' | ' | ' | ' | ' | ' | 23,999,999 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Class A Shares received under the Exchange Agreement | ' | ' | ' | ' | ' | ' | ' | 23,999,999 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Shares held by a related party | ' | ' | ' | ' | ' | ' | ' | ' | ' | 24,051,499 | ' | 1 | 1 | 1 | 1 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Issuance of common stock, shares | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 2,500,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Share price per share issued | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $20 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Proceeds from initial public offering | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 43.6 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Shares received in reorganization | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 24,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Unclassified shares received | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 100 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Minority ownership percent in operating subsidiaries | ' | 9.40% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Ownership interest by Parent of subsidiaries | ' | ' | ' | ' | ' | ' | ' | 90.60% | 100.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Noncontrolling interest, ownership percentage by noncontrolling owners | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 2.06% | ' | ' | ' | ' | ' | ' | ' | ' | ' | 84.94% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Class A Operating Subsidiary Units contributed to RCS Holdings | ' | 26,499,999 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Operating Subsidiary LTIP Units contributed to RCS Holdings from RCS Capital Management | ' | 3,975,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
RCS Holdings LTIP Units contributed to RCS Capital Management from RCS Holdings | 1,325,000 | 1,325,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Authorized classes of equity | ' | ' | ' | ' | ' | ' | 3 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Class A RCS Holdings Units received | ' | 100.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
RCS Holdings LTIP Units issued to RCS Capital Management | ' | 100.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Business acquisition, cost of acquired entities throughout period, purchase price | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 40 | 52.5 | 49 | 27 | 407.2 | 230.2 | ' | ' | 177 | 145 | 33.8 | 32 | 207.5 | 7 | 37.5 | 1,150 | ' | ' | ' | ' | 373.4 |
Debt Instrument, Face Amount | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 26 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Business acquisition, earn-out contingency based on acquiree's future revenues | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 150.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Common stock, shares issued (in shares) | ' | ' | 28,317,237 | 2,500,000 | 1 | 24,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 11,264,929 | ' | ' | ' | ' |
Business acquisition, cost of acquired entities throughout period, purchase price, cash portion | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 60.00% | 80.00% | 70.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Business acquisition, cost of acquired entities throughout period, purchase price, Class A Common Stock portion | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 40.00% | 20.00% | 30.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Business acquisition, cost of acquired entities throughout period, purchase price, maximum Class A Common share price | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $28 | ' | $33.15 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Independent broker-dealers operating under Cetera | 4 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Convertible notes, face value | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 120 | ' |
Proceeds from issuance of convertible preferred stock | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 240 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Proceeds from convertible debt | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 80 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Convertible notes coupon rate | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 5.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Convertible notes, price as a percentage of par value | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 66.67% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Convertible preferred securities, commitment | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $270 | ' |
Convertible preferred stock coupon rate | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 7.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Convertible preferred stock, price as a percentage of the liquidation preference per share | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 88.89% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Economic rIghts held by related party | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 90.76% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Voting rights held by related party | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 95.38% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Summary_of_Significant_Account2
Summary of Significant Accounting Policies (Details) (USD $) | 3 Months Ended | ||
In Millions, unless otherwise specified | Mar. 31, 2014 | Feb. 10, 2014 | Dec. 31, 2013 |
business_line | |||
segment | |||
subsidiary | |||
Summary of Significant Accounting Policies [Line Items] | ' | ' | ' |
Restricted cash and cash equivalent item, description | 'P90D | ' | ' |
Restricted cash and cash equivalents | $55 | ' | $0 |
Cash, uninsured amount | $100.80 | ' | $45.20 |
Minority ownership percent in operating subsidiaries | ' | 9.40% | ' |
Number of operating segments | 5 | ' | ' |
Number of operating subsidiaries | 4 | ' | ' |
Number of business lines | 2 | ' | ' |
Minimum | ' | ' | ' |
Summary of Significant Accounting Policies [Line Items] | ' | ' | ' |
Investment banking deferred revenue recognition, duration | '3 months | ' | ' |
Share-based compensation arrangement by share-based payment award, award vesting period | '3 years 0 months 0 days | ' | ' |
Maximum | ' | ' | ' |
Summary of Significant Accounting Policies [Line Items] | ' | ' | ' |
Investment banking deferred revenue recognition, duration | '26 months | ' | ' |
Share-based compensation arrangement by share-based payment award, award vesting period | '4 years 0 months 0 days | ' | ' |
Maximum | Realty Capital | ' | ' | ' |
Summary of Significant Accounting Policies [Line Items] | ' | ' | ' |
Sales commissions earned by related percentage of benchmark | ' | ' | 7.00% |
Gross proceeds from the sales of common stock, before allowances, percentage of benchmark | ' | ' | 3.00% |
Related party's share based compensation plan | Minimum | ' | ' | ' |
Summary of Significant Accounting Policies [Line Items] | ' | ' | ' |
Share-based compensation arrangement by share-based payment award, award vesting period | '3 years 0 months 0 days | ' | ' |
Related party's share based compensation plan | Maximum | ' | ' | ' |
Summary of Significant Accounting Policies [Line Items] | ' | ' | ' |
Share-based compensation arrangement by share-based payment award, award vesting period | '5 years 0 months 0 days | ' | ' |
Share-based goods and nonemployee services compensation | ' | ' | ' |
Summary of Significant Accounting Policies [Line Items] | ' | ' | ' |
Share-based compensation arrangement by share-based payment award, award vesting period | '4 years 0 months 0 days | ' | ' |
OffBalance_Sheet_Risk_and_Conc1
Off-Balance Sheet Risk and Concentrations Off-Balance Sheet Risk and Concentrations (Details) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2014 | Dec. 31, 2013 | |
investor | program | |
program | ||
Risks and Uncertainties [Abstract] | ' | ' |
Percentage of remibursable and investment fees concentrated in affiliated investment programs | 56.00% | 63.00% |
Percentage of receivables from affiliated direct investment programs | 84.00% | 93.00% |
Number of direct investment programs | 4 | 1 |
Number of affiliate investment programs | 2 | 3 |
AvailableforSale_Securities_De
Available-for-Sale Securities (Details) (USD $) | Mar. 31, 2014 | Dec. 31, 2013 | |
In Thousands, unless otherwise specified | |||
Schedule of Available-for-sale Securities [Line Items] | ' | ' | |
Available-for-sale securities | $6,318 | $8,528 | |
Purchases(1) | 137 | [1] | ' |
Sales | 3,000 | ' | |
Realized loss | 91 | ' | |
Equity in mutual funds [Member] | ' | ' | |
Schedule of Available-for-sale Securities [Line Items] | ' | ' | |
Available-for-sale securities | 6,318 | 8,528 | |
Unrealized gains(2) | 744 | [2] | ' |
Cost | $6,084 | ' | |
[1] | Includes purchases under dividend reinvestment programs. | ||
[2] | This amount represents the change in the unrealized gain or loss for three months ended MarchB 31, 2014. The Company had no realized or unrealized gain or losses during the three months ended March 31, 2013. The amount excludes the deferred income tax benefit (provision). |
Fair_Value_Disclosures_Fair_Va
Fair Value Disclosures Fair Value (Details) (USD $) | Mar. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ' |
Available-for-sale securities | $6,318 | $8,528 |
Investment securities | 6,558 | 5,874 |
Securities (Assets) [Member] | Fair Value, Measurements, Recurring | Fair Value, inputs, level 1 | ' | ' |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ' |
Available-for-sale securities | 6,300 | 8,500 |
Investment securities | $6,600 | $5,900 |
Income_Taxes_Details
Income Taxes (Details) (USD $) | 3 Months Ended | ||||
In Millions, unless otherwise specified | Mar. 31, 2014 | Feb. 10, 2014 | Dec. 31, 2013 | Feb. 10, 2014 | Jun. 10, 2013 |
RCAP Holdings, LLC | RCAP Holdings, LLC | ||||
Income Tax Contingency [Line Items] | ' | ' | ' | ' | ' |
Current deferred tax asset | $1 | ' | $0.10 | ' | ' |
Current deferred tax liability | $0.10 | ' | $0 | ' | ' |
Pre-tax income from non-controlling interest | ' | ' | ' | 90.60% | 100.00% |
Minority ownership percent in operating subsidiaries | ' | 9.40% | ' | ' | ' |
Effective tax rate | 46.10% | ' | ' | ' | ' |
Commitments_and_Contingencies_1
Commitments and Contingencies (Details) (USD $) | 3 Months Ended | |
Mar. 31, 2014 | Mar. 31, 2013 | |
Commitments and Contingencies Disclosure [Abstract] | ' | ' |
Rental expense | $200,000 | $100,000 |
2015 | 4,297,000 | ' |
2016 | 4,295,000 | ' |
2017 | 4,185,000 | ' |
2018 | 3,908,000 | ' |
2019 | 2,815,000 | ' |
Thereafter | 6,691,000 | ' |
Total | $26,191,000 | ' |
Stockholders_Equity_Details
Stockholders' Equity (Details) (USD $) | 3 Months Ended | 0 Months Ended | 2 Months Ended | 3 Months Ended | 2 Months Ended | 0 Months Ended | 3 Months Ended | 1 Months Ended | 3 Months Ended | ||||||||||||||||||||
Mar. 31, 2014 | Mar. 20, 2014 | Mar. 31, 2014 | Mar. 31, 2014 | Mar. 31, 2013 | Mar. 31, 2014 | Mar. 31, 2014 | Feb. 10, 2014 | Feb. 10, 2014 | Mar. 31, 2014 | Feb. 10, 2014 | Mar. 31, 2014 | Feb. 10, 2014 | Jun. 05, 2013 | Mar. 31, 2014 | Mar. 31, 2014 | Mar. 31, 2014 | Mar. 31, 2014 | Mar. 31, 2014 | Mar. 31, 2014 | Mar. 31, 2014 | Mar. 31, 2014 | Apr. 28, 2014 | 14-May-14 | Mar. 31, 2014 | Mar. 31, 2014 | Mar. 31, 2014 | Feb. 10, 2014 | Feb. 10, 2014 | |
Common Class A | Common Class A | Restricted Stock | Restricted Stock | Common Class B | LTIP Units | RCAP Holdings, LLC | RCAP Holdings, LLC | RCAP Holdings, LLC | RCAP Holdings, LLC | RCAP Holdings, LLC | RCAP Holdings, LLC | IPO | Employee stock grant | Employee stock grant | Employee stock grant | Share-based goods and nonemployee services compensation | Share-based goods and nonemployee services compensation | Share-based goods and nonemployee services compensation | Equity in a related party | Luxor Capital Group, LP | Subsequent event | Subsequent event | Related party's share based compensation plan | Related party's share based compensation plan | Related party's share based compensation plan | RCAP Holdings, LLC | RCAP Holdings, LLC | ||
Common Class A | Class B Operating Subsidiary Units | Class B Operating Subsidiary Units | Common Class B | Common Class B | Common Class A | Common Class A | Restricted Stock | Common Class A | Restricted Stock | LTIP Units | Luxor Capital Group, LP | Employee stock grant | Employee stock grant | Economic rights | Voting power | ||||||||||||||
Common Class A | Common Class A | Common Class A | |||||||||||||||||||||||||||
Class of Stock [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Convertible notes, face value | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $120,000,000 | ' | ' | ' | ' | ' |
Issuance of common stock, shares | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 2,500,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Percentage of economic rights held | ' | ' | 100.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Class B Operating Subsidiary Units exchanged under the Exchange Agreement | ' | ' | ' | ' | ' | ' | ' | 23,999,999 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Class A Shares received under the Exchange Agreement | ' | ' | ' | ' | ' | ' | ' | 23,999,999 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Class B Shares exchanged under the Exchange Agreement | ' | ' | ' | ' | ' | ' | ' | 23,999,999 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Cash dividend declared per common share | $0.18 | $0.18 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Shares and notes convertible into Class A | 18,992,474 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Shares held by a related party | ' | ' | ' | ' | ' | ' | ' | ' | 24,051,499 | 1 | 1 | 1 | 1 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Economic rIghts held by related party | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 90.76% | ' |
Voting rights held by related party | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 95.38% |
Number of votes per share | ' | ' | ' | ' | ' | 4 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Number of shares subject to awarnds | ' | ' | 1,823,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Number of shares oustanding to determine awards | ' | ' | 250,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Percentage of the number of shares oustanding to determine awards | ' | ' | 10.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Stock issued during period, shares, restricted stock award, gross | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1,640,559 | ' | ' | 176,679 | ' | ' | ' | ' | ' | ' | ' | 512,430 | ' | ' |
Share-based compensation arrangement by share-based payment award, options, grants in period, weighted average grant date fair value | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $37.51 | ' | ' | $36.59 | ' | ' | ' | ' | ' | ' | ' | $14.02 | ' | ' | ' |
Share-based compensation arrangement by share-based payment award, equity instruments other than options, vested in period | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 14,710 | ' | ' | 0 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Share-based compensation | 700,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Employee service share-based compensation, nonvested awards, compensation cost not yet recognized, weighted average period for recognition | '3 years 0 months 292 days | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | '4 years 0 months 219 days | ' | ' | ' | ' |
Less: Dividend equivalents on Restricted Stock | ' | ' | 4,770,000 | 327,000 | 0 | ' | 24,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | 300,000 | ' | ' | 30,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Employee service share-based compensation, nonvested awards, compensation cost not yet recognized | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 60,800,000 | ' | ' | 0 | ' | ' | ' | ' | ' | ' | ' | 4,800,000 | ' | ' | ' |
Share-based goods and nonemployee services transaction, stockholders' equity | 6,500,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Employee benefits and share-based compensation | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 2,300,000 | ' | ' | ' | ' | ' | ' | ' | ' |
Convertible notes coupon rate | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 5.00% | ' | ' | ' | ' | ' | ' | ' |
Convertible notes, price as a percentage of par value | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 66.67% | ' | ' | ' | ' | ' | ' | ' |
Proceeds from convertible debt | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 80,000,000 | ' | ' | ' | ' | ' | ' | ' |
Convertible preferred securities, commitment | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 270,000,000 | ' | ' | ' | ' | ' |
Convertible preferred stock coupon rate | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 7.00% | ' | ' | ' | ' | ' | ' | ' |
Convertible preferred stock, price as a percentage of the liquidation preference per share | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 88.89% | ' | ' | ' | ' | ' | ' | ' |
Proceeds from issuance of convertible preferred stock | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $240,000,000 | ' | ' | ' | ' | ' | ' | ' |
LTIP Units earned | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 310,947 | ' | ' | ' | ' | ' | ' |
LTIP Units forfeited | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1,014,053 | ' | ' | ' | ' | ' | ' |
LTIP Units distributed to members | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 310,947 | ' | ' | ' | ' | ' | ' |
Earnings_Per_Share_Details
Earnings Per Share (Details) (USD $) | 3 Months Ended | 2 Months Ended | 3 Months Ended | 2 Months Ended | 3 Months Ended | |||||||
Mar. 31, 2014 | Mar. 31, 2013 | Feb. 10, 2014 | Mar. 31, 2014 | Mar. 31, 2014 | Mar. 31, 2014 | Mar. 31, 2014 | Mar. 31, 2014 | Mar. 31, 2014 | Mar. 31, 2013 | Jun. 30, 2014 | Apr. 28, 2014 | |
LTIP Units | LTIP Units | Common Class B | Common Class A | Common Class A | Restricted Stock | Restricted Stock | Subsequent event | Subsequent event | ||||
LTIP Units | LTIP Units | |||||||||||
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Net income attributable to RCS Capital Corporation | $3,792,000 | $0 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Less: Dividend equivalents on Restricted Stock | ' | ' | ' | 24,000 | ' | ' | 4,770,000 | ' | 327,000 | 0 | ' | ' |
Net income attributable to Class A Shareholders | 3,465,000 | 0 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Weighted average Class A common shares used in basic and diluted computation | ' | ' | ' | ' | ' | ' | ' | 15,566,830 | ' | ' | ' | ' |
Earnings per share, basic and diluted (in dollars per shares) | $0.22 | ' | ' | ' | ' | ' | ' | $0.22 | ' | ' | ' | ' |
RCS Holdings LTIP Units contributed to RCS Capital Management from RCS Holdings | 1,325,000 | ' | 1,325,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Distributions to LTIP unit holders | ' | ' | ' | ' | $20,000 | ' | ' | ' | ' | ' | $700,000 | ' |
LTIP Units earned | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 310,947 |
LTIP Units forfeited | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1,014,053 |
Incremental common shares attributable to dilutive effect of nonvested shares with forfeitable dividends | ' | ' | ' | ' | ' | 1 | ' | ' | 1,802,528 | ' | ' | ' |
Net_Capital_Requirements_Detai
Net Capital Requirements (Details) (USD $) | Mar. 31, 2014 | Dec. 31, 2013 |
Minimum ratio of aggregate indebtedness to net capital | 1500.00% | ' |
Net capital | $19,300,000 | $25,600,000 |
Excess capital | 17,400,000 | 24,300,000 |
Ratio of indebtedness to net capital | 1.47 | 0.76 |
Event One | ' | ' |
Minimum net capital | $100,000 | ' |
Event Two | ' | ' |
Minimum net capital as a percent of aggregate indebtedness | 0.07% | ' |
Related_Party_Transactions_Det
Related Party Transactions (Details) (USD $) | 3 Months Ended | 3 Months Ended | 3 Months Ended | 3 Months Ended | 3 Months Ended | 3 Months Ended | ||||||||||||||||||||||||||||
Mar. 31, 2014 | Mar. 31, 2013 | Dec. 31, 2013 | Mar. 31, 2014 | Mar. 31, 2014 | Mar. 31, 2013 | Dec. 31, 2013 | Mar. 31, 2014 | Mar. 31, 2013 | Mar. 31, 2014 | Dec. 31, 2013 | Mar. 31, 2014 | Dec. 31, 2013 | Mar. 31, 2014 | Mar. 31, 2014 | Mar. 31, 2014 | Mar. 31, 2014 | Mar. 31, 2014 | Mar. 31, 2014 | Mar. 31, 2014 | Mar. 31, 2014 | Feb. 10, 2014 | Feb. 10, 2014 | Dec. 31, 2013 | Mar. 31, 2014 | Feb. 10, 2014 | Mar. 31, 2014 | Feb. 10, 2014 | Mar. 31, 2014 | Feb. 10, 2014 | Feb. 10, 2014 | Apr. 28, 2014 | Mar. 31, 2014 | Mar. 31, 2014 | |
quarter | Crestline Hotels and Resorts, LLC [Member] | American Realty Capital [Member] | American Realty Capital [Member] | American Realty Capital [Member] | Parent | Parent | ARC Advisory Services, LLC [Member] | ARC Advisory Services, LLC [Member] | RCAP Holdings, LLC | RCAP Holdings, LLC | American National Stock Transfer [Member] | OPP Award [Member] | Incentive Fee Benchmark One [Member] | Incentive Fee Benchmark Two [Member] | Common Class B | IPO | IPO | RCS Holdings, LLC [Member] | RCAP Holdings, LLC | RCAP Holdings, LLC | RCAP Holdings, LLC | RCAP Holdings, LLC | RCAP Holdings, LLC | RCAP Holdings, LLC | RCAP Holdings, LLC | Economic rights | Economic rights | Voting power | Subsequent event | Cetera Financial Group | Subsidiary of common parent | |||
Manager [Member] | Manager [Member] | Common Class A | Common Class B | program | Common Class A | Common Class A | Common Class B | Common Class B | Class B Operating Subsidiary Units | Class B Operating Subsidiary Units | RCAP Holdings, LLC | RCAP Holdings, LLC | RCAP Holdings, LLC | LTIP Units | Luxor Capital Group, LP | program | ||||||||||||||||||
Common Class A | Common Class A | Common Class A | ||||||||||||||||||||||||||||||||
Related Party Transaction [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Revenue from related parties | ' | ' | ' | ' | $186,100,000 | $204,700,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Related product receivables | ' | ' | ' | ' | 16,500,000 | ' | 48,400,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Allocated operating expenses | ' | ' | ' | ' | ' | ' | ' | ' | 700,000 | 1,400,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Allocated operating expenses payable | ' | ' | ' | ' | ' | ' | ' | ' | ' | 600,000 | 300,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Allocation to Operating Subsidiaries of Expenses Directly Attributable, percent | 100.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Expenses allocated to the Operating Subsidiaries from the Company | 1,900,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Due from Related Parties, Current | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 0 | 0 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Noncontrolling interest, ownership percentage by noncontrolling owners | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 2.06% | ' | ' | ' | ' | 84.94% | ' | ' | ' | ' | ' |
Operating Leases, Rent Expense, Net | ' | ' | ' | -10,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Quarterly fee percent | 10.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Number of preceeding calendar years | 3 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Calculated incentive fee percentage, of the difference in product and core earnings | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 20.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Percentage fee for incentive calculation | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 8.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Quarterly fee | 1,782,000 | 0 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Incentive fee | 0 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
LTIP Units earned | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 310,947 | ' | ' |
LTIP Units forfeited | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1,014,053 | ' | ' |
Annual vesting percentage | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 33.30% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Distributions on RCS Holdings Class A Units Entitled to RCS Holdings LTIP Units | 10.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
LTIP vested period conversion threshold | '30 days | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Common Stock, Voting Rights | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | '0 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Grant date fair value | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 27,800,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Recognition Period for the OPP Fair Value, beginning on the grant date | 'three years | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Risk free rate | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 0.51% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Number of Year Zero Coupon Bonds | '2 years 0 months 73 days | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Expected dividend rate | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 3.50% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Expected volatility rate | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 33.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Share-based compensation | 700,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 7,200,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Voting rights held by related party | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 95.38% | ' | ' | ' |
Authorized classes of equity | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 3 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 4 |
Par value | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $0.00 | $0.00 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Class B Operating Subsidiary Units exchanged under the Exchange Agreement | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 23,999,999 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Class A Shares received under the Exchange Agreement | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 23,999,999 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Exchange Agreement notice threshold | '20 days | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Continuously effective resale registration statement filing threshold in relation to financings | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | '45 days | ' |
Class B Shares exchanged under the Exchange Agreement | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 23,999,999 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Shares held by a related party | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 24,051,499 | ' | 1 | 1 | 1 | 1 | ' | ' | ' | ' | ' | ' |
Economic rIghts held by related party | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 90.76% | ' | ' | ' | ' |
Transfer agency services agreement term | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | '10 years | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Tax liability share agreement percent | ' | ' | ' | ' | ' | ' | ' | 85.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Available-for-sale securities | 6,318,000 | ' | 8,528,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Investment securities | $6,558,000 | ' | $5,874,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Segment_Reporting_Details
Segment Reporting (Details) (USD $) | 3 Months Ended | ||
Mar. 31, 2014 | Mar. 31, 2013 | Dec. 31, 2013 | |
segment | |||
Segment Reporting Information [Line Items] | ' | ' | ' |
Number of operating segments | 5 | ' | ' |
Revenues | $187,205,000 | $218,631,000 | ' |
Expenses | 171,305,000 | 191,884,000 | ' |
(Loss) income | 15,900,000 | 26,747,000 | ' |
Assets | 146,370,000 | ' | 111,127,000 |
Allocation to Operating Subsidiaries of Expenses Directly Attributable, percent | 100.00% | ' | ' |
Expenses allocated to the Operating Subsidiaries from the Company | 1,900,000 | ' | ' |
Wholesale broker-dealer | ' | ' | ' |
Segment Reporting Information [Line Items] | ' | ' | ' |
Revenues | 139,110,000 | 211,844,000 | ' |
Expenses | 142,635,000 | 188,981,000 | ' |
(Loss) income | -3,525,000 | 22,863,000 | ' |
Transaction management | ' | ' | ' |
Segment Reporting Information [Line Items] | ' | ' | ' |
Revenues | 12,352,000 | 2,271,000 | ' |
Expenses | 13,217,000 | 1,210,000 | ' |
(Loss) income | -865,000 | 1,061,000 | ' |
Investment banking and capital markets | ' | ' | ' |
Segment Reporting Information [Line Items] | ' | ' | ' |
Revenues | 32,060,000 | 3,491,000 | ' |
Expenses | 5,618,000 | 859,000 | ' |
(Loss) income | 26,442,000 | 2,632,000 | ' |
Transfer agent | ' | ' | ' |
Segment Reporting Information [Line Items] | ' | ' | ' |
Revenues | 4,131,000 | 1,025,000 | ' |
Expenses | 3,390,000 | 834,000 | ' |
(Loss) income | 741,000 | 191,000 | ' |
Investment research | ' | ' | ' |
Segment Reporting Information [Line Items] | ' | ' | ' |
Revenues | 0 | 0 | ' |
Expenses | 444,000 | 0 | ' |
(Loss) income | -444,000 | 0 | ' |
Total Reporting Segments | ' | ' | ' |
Segment Reporting Information [Line Items] | ' | ' | ' |
Revenues | 187,653,000 | 218,631,000 | ' |
(Loss) income | 22,349,000 | 26,747,000 | ' |
Assets | 140,288,000 | ' | 107,416,000 |
Total Reporting Segments | Wholesale broker-dealer | ' | ' | ' |
Segment Reporting Information [Line Items] | ' | ' | ' |
Assets | 23,632,000 | ' | 32,058,000 |
Total Reporting Segments | Transaction management | ' | ' | ' |
Segment Reporting Information [Line Items] | ' | ' | ' |
Assets | 23,152,000 | ' | 20,211,000 |
Total Reporting Segments | Investment banking and capital markets | ' | ' | ' |
Segment Reporting Information [Line Items] | ' | ' | ' |
Assets | 74,166,000 | ' | 46,529,000 |
Total Reporting Segments | Transfer agent | ' | ' | ' |
Segment Reporting Information [Line Items] | ' | ' | ' |
Assets | 9,187,000 | ' | 8,618,000 |
Total Reporting Segments | Investment research | ' | ' | ' |
Segment Reporting Information [Line Items] | ' | ' | ' |
Assets | 10,151,000 | ' | 0 |
Consolidated reconciling items | ' | ' | ' |
Segment Reporting Information [Line Items] | ' | ' | ' |
(Loss) income | -6,449,000 | 0 | ' |
Other assets and intercompany investments and receivables | 6,082,000 | ' | 3,711,000 |
Intercompany revenues | ' | ' | ' |
Segment Reporting Information [Line Items] | ' | ' | ' |
Revenues | -448,000 | 0 | ' |
American Realty Capital [Member] | ' | ' | ' |
Segment Reporting Information [Line Items] | ' | ' | ' |
Revenue from related parties | 186,100,000 | 204,700,000 | ' |
Related product receivables | 16,500,000 | ' | 48,400,000 |
ARC Advisory Services, LLC [Member] | ' | ' | ' |
Segment Reporting Information [Line Items] | ' | ' | ' |
Allocated operating expenses | 1,400,000 | ' | ' |
Allocated operating expenses payable | 600,000 | ' | 300,000 |
Parent [Member] | ' | ' | ' |
Segment Reporting Information [Line Items] | ' | ' | ' |
Allocated operating expenses | ' | $700,000 | ' |
Common Class A | RCAP Holdings, LLC | ' | ' | ' |
Segment Reporting Information [Line Items] | ' | ' | ' |
Noncontrolling interest, ownership percentage by noncontrolling owners | ' | ' | 2.06% |
Common Class A | Economic rights | RCAP Holdings, LLC | RCAP Holdings, LLC | ' | ' | ' |
Segment Reporting Information [Line Items] | ' | ' | ' |
Noncontrolling interest, ownership percentage by noncontrolling owners | 84.94% | ' | ' |
Subsequent_Events_Acquisitions
Subsequent Events Acquisitions (Details) (USD $) | 3 Months Ended | 3 Months Ended | 1 Months Ended | |||||||
Mar. 31, 2014 | Mar. 31, 2013 | Dec. 31, 2013 | Mar. 31, 2014 | Mar. 31, 2013 | Dec. 31, 2013 | 14-May-14 | 14-May-14 | 14-May-14 | 14-May-14 | |
Cetera Financial Group | Cetera Financial Group | Cetera Financial Group | Cetera Financial Group | Barclays Bank PLC and Bank of America [Member] | Barclays Bank PLC and Bank of America [Member] | Luxor Capital Group, LP | ||||
Subsequent event | Senior Secured First Lien Term Loan [Member] | Senior Secured Second Lien Term Loan [Member] | Subsequent event | |||||||
Subsequent event | Subsequent event | |||||||||
Subsequent Event [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Business acquisition, cost of acquired entities throughout period, purchase price | ' | ' | ' | ' | ' | ' | $1,150,000,000 | ' | ' | ' |
Proceeds from issuance of senior long-term debt | ' | ' | ' | ' | ' | ' | ' | 575,000,000 | 150,000,000 | ' |
Convertible notes, face value | ' | ' | ' | ' | ' | ' | ' | ' | ' | 120,000,000 |
Convertible preferred securities, commitment | ' | ' | ' | ' | ' | ' | ' | ' | ' | 270,000,000 |
Revenues | 187,205,000 | 218,631,000 | ' | 301,200,000 | 242,700,000 | ' | ' | ' | ' | ' |
Costs and Expenses | 171,305,000 | 191,884,000 | ' | 299,500,000 | 239,500,000 | ' | ' | ' | ' | ' |
Assets | $146,370,000 | ' | $111,127,000 | $529,900,000 | ' | $510,800,000 | ' | ' | ' | ' |