Document_and_Entity_Informatio
Document and Entity Information | 9 Months Ended | ||
Sep. 30, 2014 | Nov. 14, 2014 | Nov. 14, 2014 | |
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 | 30-Sep-14 | ' | ' |
Document Fiscal Year Focus | '2014 | ' | ' |
Document Fiscal Period Focus | 'Q3 | ' | ' |
Amendment Flag | 'false | ' | ' |
Entity Common Stock, Shares Outstanding | ' | 66,462,246 | 1 |
Consolidated_Statements_of_Fin
Consolidated Statements of Financial Condition (USD $) | Sep. 30, 2014 | Dec. 31, 2013 |
Assets | ' | ' |
Cash and cash equivalents | $272,360,000 | $70,059,000 |
Restricted cash | 24,000,000 | 0 |
Cash and securities segregated under federal and other regulations | 19,009,000 | 0 |
Available-for-sale securities | 11,193,000 | 8,528,000 |
Trading securities | 10,365,000 | 7,708,000 |
Fees and commissions receivable: | ' | ' |
Due from related parties | 2,128,000 | 1,072,000 |
Due from non-related parties | 81,943,000 | 13,565,000 |
Reimbursable expenses receivable: | ' | ' |
Due from related parties | 22,320,000 | 18,772,000 |
Due from non-related parties | 12,949,000 | 584,000 |
Receivable from customers | 8,954,000 | 0 |
Investment banking fees receivable: | ' | ' |
Due from related parties | 14,902,000 | 21,420,000 |
Due from non-related parties | 2,375,000 | 0 |
Receivables from brokers, dealers, clearing organizations and other | 46,742,000 | 4,383,000 |
Due from RCAP Holdings and other related parties | 880,000 | 8,151,000 |
Prepaid expenses and other assets | 55,184,000 | 4,139,000 |
Property and equipment (net of accumulated depreciation of $3,057 and $350, respectively) | 21,447,000 | 1,883,000 |
Deferred compensation plan investments | 82,199,000 | 0 |
Notes receivable (net of allowance of $980 and $424, respectively) | 64,930,000 | 13,270,000 |
Deferred financing fees | 29,343,000 | 0 |
Intangible assets (net of accumulated amortization of $41,535 and $1,892) | 1,249,466,000 | 83,005,000 |
Goodwill | 475,261,000 | 79,986,000 |
Total assets | 2,507,950,000 | 336,525,000 |
LIABILITIES AND STOCKHOLDERS' EQUITY | ' | ' |
Payable to customers | 14,711,000 | 0 |
Payable to broker-dealers | 3,928,000 | 1,259,000 |
Commissions payable | 101,690,000 | 17,440,000 |
Accrued expenses | ' | ' |
Due to related parties | 2,893,000 | 5,894,000 |
Due to non-related parties | 60,371,000 | 31,602,000 |
Deferred revenue: | ' | ' |
Due to related parties | 4,931,000 | 2,567,000 |
Due to non-related parties | 9,465,000 | 1,602,000 |
Derivative contracts | 117,821,000 | 0 |
Other liabilities | 34,995,000 | 758,000 |
Deferred compensation plan accrued liabilities | 82,062,000 | 0 |
Net deferred tax liability | 315,482,000 | 23,567,000 |
Contingent and deferred consideration | 138,313,000 | 2,180,000 |
Long-term debt | 787,137,000 | 33,302,000 |
Total liabilities | 1,673,799,000 | 120,171,000 |
Convertible preferred stock $0.001 par value, 100,000,000 shares authorized, 14,657,980 issued and outstanding as of September 30, 2014, and 100,000,000 shares authorized, no shares issued and outstanding as of December 31, 2013 | 275,510,000 | 0 |
Additional paid-in capital | 580,917,000 | 180,528,000 |
Accumulated other comprehensive loss | -274,000 | -46,000 |
Retained earnings | -32,269,000 | 1,164,000 |
Total stockholdersb equity | 548,440,000 | 181,684,000 |
Non-controlling interest | 10,201,000 | 34,670,000 |
Total liabilities, mezzanine and stockholdersb equity | 2,507,950,000 | 336,525,000 |
Common Class A | ' | ' |
Deferred revenue: | ' | ' |
Common stock | 66,000 | 14,000 |
Common Class B | ' | ' |
Deferred revenue: | ' | ' |
Common stock | $0 | $24,000 |
Consolidated_Statements_of_Fin1
Consolidated Statements of Financial Condition (Parenthetical) (USD $) | Sep. 30, 2014 | Dec. 31, 2013 | Sep. 30, 2014 | Dec. 31, 2013 | Sep. 30, 2014 | Dec. 31, 2013 |
In Thousands, except Share data, unless otherwise specified | Common Class A | Common Class A | Common Class B | Common Class B | ||
Property and equipment, accumulated depreciation | $3,057 | $350 | ' | ' | ' | ' |
Notes receivable, allowance for credit losses | 980 | 424 | ' | ' | ' | ' |
Intangible assets, accumulated amortization | $41,535 | $1,892 | ' | ' | ' | ' |
Convertible preferred, par value | $0.00 | $0.00 | ' | ' | ' | ' |
Convertible preferred, shares authorized | 100,000,000 | 100,000,000 | ' | ' | ' | ' |
Convertible preferred, shares issued | 14,657,980 | 0 | ' | ' | ' | ' |
Convertible preferred, shares outstanding | 14,657,980 | 0 | ' | ' | ' | ' |
Common stock, par value | ' | ' | $0.00 | $0.00 | $0.00 | $0.00 |
Common stock, shares authorized | ' | ' | 100,000,000 | 100,000,000 | 100,000,000 | 100,000,000 |
Common stock, shares issued | ' | ' | 66,463,541 | 13,764,929 | 1 | 24,000,000 |
Common stock, shares outstanding | ' | ' | 66,463,541 | 13,764,929 | 1 | 24,000,000 |
Consolidated_Statements_of_Inc
Consolidated Statements of Income (USD $) | 3 Months Ended | 9 Months Ended | ||
In Thousands, except Share data, unless otherwise specified | Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 |
Selling commissions: | ' | ' | ' | ' |
Related party products | $132,701 | $106,866 | $394,712 | $335,180 |
Non-related party products | 2,136 | 32,299 | 2,295 | 73,688 |
Dealer manager fees: | ' | ' | ' | ' |
Related party products | 62,018 | 54,069 | 185,088 | 194,764 |
Non-related party products | 1,106 | 15,417 | 1,178 | 36,823 |
Retail commissions | 263,595 | 3,022 | 486,713 | 3,022 |
Investment banking fees: | ' | ' | ' | ' |
Related party products | 12,911 | 7,445 | 62,320 | 15,415 |
Non-related party products | 0 | 0 | 3,375 | 0 |
Advisory and asset-based fees (non-related party) | 150,922 | 2,325 | 287,980 | 2,325 |
Transfer agency revenue (related party products) | 4,401 | 2,830 | 13,426 | 5,760 |
Services revenue: | ' | ' | ' | ' |
Related party products | 10,741 | 4,201 | 30,906 | 8,896 |
Non-related party products | 1,858 | 125 | 2,040 | 425 |
Reimbursable expenses receivable: | ' | ' | ' | ' |
Related party products | 445 | 387 | 8,282 | 1,308 |
Non-related party products | 95 | 30 | 158 | 45 |
Investment fee revenue | 15,577 | 0 | 15,577 | 0 |
Transaction and other fees | 46,873 | 411 | 69,943 | 411 |
Other | -26,801 | 100 | 32,972 | 112 |
Total revenues | 678,578 | 229,527 | 1,596,965 | 678,174 |
Wholesale commissions: | ' | ' | ' | ' |
Related party products | 103,823 | 106,905 | 337,968 | 335,224 |
Non-related party products | 2,136 | 32,299 | 2,295 | 73,688 |
Wholesale reallowance: | ' | ' | ' | ' |
Related party products | 17,848 | 18,709 | 53,463 | 54,306 |
Non-related party products | 337 | 5,401 | 366 | 12,032 |
Retail commissions and advisory | 378,312 | 3,602 | 699,914 | 3,602 |
Investment fee expense | 8,682 | 0 | 8,682 | 0 |
Internal commissions, payroll and benefits | 88,449 | 33,005 | 205,193 | 91,545 |
Conferences and seminars | 9,838 | 5,973 | 27,849 | 18,193 |
Travel | 3,898 | 1,983 | 9,314 | 4,029 |
Marketing and advertising | 4,170 | 1,308 | 10,300 | 4,529 |
Professional fees | 12,772 | 1,429 | 27,306 | 3,223 |
Data processing | 11,075 | 2,490 | 23,623 | 5,149 |
Quarterly fee (related party) | 0 | 1,335 | 2,029 | 2,014 |
Acquisition-related costs | 842 | 707 | 14,104 | 712 |
Interest expense | 17,939 | 14 | 30,869 | 14 |
Occupancy | 7,013 | 909 | 15,843 | 2,449 |
Depreciation and amortization | 25,327 | 155 | 42,873 | 225 |
Clearing and exchange fees | 6,664 | 508 | 13,769 | 508 |
Outperformance bonus (related party) | 0 | 357 | 9,709 | 462 |
Other expenses | 19,092 | 802 | 26,771 | 1,283 |
Total expenses | 718,217 | 217,891 | 1,562,240 | 613,187 |
Income (loss) before taxes | -39,639 | 11,636 | 34,725 | 64,987 |
Provision (benefit) for (from) income taxes | -7,370 | 536 | 6,373 | 696 |
Net (loss) income | -32,269 | 11,100 | 28,352 | 64,291 |
Less: net income attributable to non-controlling interests | 0 | 10,541 | 9,120 | 63,530 |
Less: preferred dividends and deemed dividend | 4,725 | 0 | 202,802 | 0 |
Net (loss) income attributable to Class A common stockholders | ($36,994) | $559 | ($183,570) | $761 |
Per Share Data | ' | ' | ' | ' |
Basic and Diluted earnings per share (in dollars per share) | ($0.59) | $0.17 | ($4.15) | $0.25 |
Weighted average number of shares outstanding, basic | 62,906,270 | 3,234,669 | 44,388,158 | 3,098,138 |
Weighted average number of shares outstanding, diluted | 62,906,270 | 3,234,669 | 44,388,158 | 3,100,570 |
Cash dividend declared per common share | $0 | $0.18 | $0.36 | $0.36 |
Consolidated_Statements_of_Com
Consolidated Statements of Comprehensive Income (USD $) | 3 Months Ended | 9 Months Ended | ||
In Thousands, unless otherwise specified | Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 |
Statement of Comprehensive Income [Abstract] | ' | ' | ' | ' |
Net income (loss) | ($32,269) | $11,100 | $28,352 | $64,291 |
Other comprehensive income, net of tax: | ' | ' | ' | ' |
Unrealized gain (loss) on available-for-sale securities | -281 | -406 | 227 | -345 |
Total other comprehensive income, net of tax | -281 | -406 | 227 | -345 |
Total comprehensive income (loss) | -32,550 | 10,694 | 28,579 | 63,946 |
Less: Net comprehensive income attributable to non-controlling interests | 0 | 10,173 | 9,575 | 63,217 |
Less: preferred dividends and deemed dividend | 4,725 | 0 | 202,802 | 0 |
Net comprehensive income (loss) attributable to stockholders | ($37,275) | $521 | ($183,798) | $729 |
Consolidated_Statements_of_Cha
Consolidated Statements of Changes in Stockholders' Equity (USD $) | Total | Common Stock | Additional Paid-in Capital | Retained Deficit | Accumulated Other Comprehensive Income | Parent | Noncontrolling Interest | Memberbs Equity | Common Class A | Common Class A | Common Class A | Common Class A | Common Class A | Common Class B | Restricted Stock Units (RSUs) | Restricted Stock Units (RSUs) | Restricted Stock Units (RSUs) | Restricted Stock Units (RSUs) | LTIP Units | LTIP Units | IPO | IPO | IPO | IPO | IPO | First Allied acquisition | First Allied acquisition | First Allied acquisition | First Allied acquisition | Private Placement | Private Placement | Private Placement | Private Placement | Summit Financial Services Group | Summit Financial Services Group | Summit Financial Services Group | Summit Financial Services Group | JP Turner & Company, LLC | JP Turner & Company, LLC | JP Turner & Company, LLC | JP Turner & Company, LLC | ICH acquisition | ICH acquisition | ICH acquisition | ICH acquisition | Trupoly acquisition | Trupoly acquisition | Trupoly acquisition | Trupoly acquisition | StratCap | StratCap | StratCap | StratCap | Stock Purchase Program | Stock Purchase Program | Stock Purchase Program | Stock Purchase Program | |
In Thousands, except Share data, unless otherwise specified | USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | Common Stock | Additional Paid-in Capital | Retained Deficit | Restricted Stock | Common Stock | USD ($) | Additional Paid-in Capital | Retained Deficit | Parent | USD ($) | Noncontrolling Interest | USD ($) | Additional Paid-in Capital | Parent | Common Class A | Common Class A | USD ($) | Additional Paid-in Capital | Parent | Common Class A | USD ($) | Additional Paid-in Capital | Parent | Common Class A | USD ($) | Additional Paid-in Capital | Parent | Common Class A | USD ($) | Additional Paid-in Capital | Parent | Common Class A | USD ($) | Additional Paid-in Capital | Parent | Common Class A | USD ($) | Additional Paid-in Capital | Parent | Common Class A | USD ($) | Additional Paid-in Capital | Parent | Common Class A | USD ($) | Additional Paid-in Capital | Parent | Common Class A | |
USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | Common Stock | USD ($) | USD ($) | Common Stock | USD ($) | USD ($) | Common Stock | USD ($) | USD ($) | Common Stock | USD ($) | USD ($) | Common Stock | USD ($) | USD ($) | Common Stock | USD ($) | USD ($) | Common Stock | USD ($) | USD ($) | Common Stock | USD ($) | USD ($) | Common Stock | |||||||||||||||||||||||
USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Beginning Balance at Dec. 31, 2012 | $5,726 | ' | $0 | $0 | $0 | $0 | $0 | $5,726 | ' | $0 | ' | ' | ' | $0 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |
Beginning Balance, shares at Dec. 31, 2012 | ' | ' | ' | ' | ' | ' | ' | ' | ' | 0 | ' | ' | ' | 0 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |
Net income | 47,454 | ' | ' | -165 | ' | -165 | ' | 47,619 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |
Distributions | -19,650 | ' | ' | ' | ' | ' | ' | -19,650 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |
Ending Balance at Jun. 09, 2013 | 33,530 | ' | ' | -165 | ' | -165 | ' | 33,695 | ' | 0 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |
Ending Balance, shares at Jun. 09, 2013 | ' | ' | ' | ' | ' | ' | ' | ' | ' | 0 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |
Issuance of common stock, shares | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 2,500,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |
Ending Balance at Jun. 10, 2013 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |
Beginning Balance at Jun. 09, 2013 | 33,530 | ' | 0 | -165 | 0 | -165 | 0 | 33,695 | ' | 0 | ' | ' | ' | 0 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |
Beginning Balance, shares at Jun. 09, 2013 | ' | ' | ' | ' | ' | ' | ' | ' | ' | 0 | ' | ' | ' | 0 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |
Net income | 16,837 | ' | ' | 761 | ' | 761 | 16,076 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |
Issuance of common stock, shares | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 2,500,000 | ' | ' | ' | 11,264,929 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |
Issuance of common stock | ' | 11 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 43,619 | 43,616 | 43,619 | ' | 3 | 137,163 | 137,152 | 137,163 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |
Reorganization, shares | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 24,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |
Reorganization | 0 | ' | ' | 165 | ' | 189 | 33,506 | -33,695 | ' | ' | ' | ' | ' | 24 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |
Equity-based compensation (OPP) | 462 | ' | 0 | ' | ' | 0 | 462 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |
Unrealized loss on available-for-sale securities, net of tax | -345 | ' | ' | ' | -32 | -32 | -313 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |
Distributions to non-controlling interests | -27,180 | ' | ' | ' | ' | ' | -27,180 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |
Less: Dividend equivalents on Restricted Stock | -900 | ' | -248 | -652 | ' | -900 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |
Ending Balance at Sep. 30, 2013 | 203,186 | ' | 180,520 | 109 | -32 | 180,635 | 22,551 | ' | ' | 14 | ' | ' | ' | 24 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |
Ending Balance, shares at Sep. 30, 2013 | ' | ' | ' | ' | ' | ' | ' | ' | ' | 13,764,929 | ' | ' | ' | 24,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |
Beginning Balance at Dec. 31, 2013 | 216,354 | ' | 180,528 | 1,164 | -46 | 181,684 | 34,670 | ' | ' | 14 | ' | ' | ' | 24 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |
Beginning Balance, shares at Dec. 31, 2013 | ' | ' | ' | ' | ' | ' | ' | ' | ' | 13,764,929 | ' | ' | ' | 24,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |
Net income | 9,757 | ' | ' | 917 | ' | 917 | 8,840 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |
Equity-based compensation (OPP) | 210 | ' | ' | ' | ' | ' | 210 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |
Unrealized loss on available-for-sale securities, net of tax | 502 | ' | ' | ' | 47 | 47 | 455 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |
Ending Balance at Feb. 10, 2014 | 226,823 | ' | ' | 2,081 | 1 | 182,648 | 44,175 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |
Beginning Balance at Dec. 31, 2013 | 216,354 | ' | 180,528 | ' | ' | ' | ' | ' | ' | 14 | ' | ' | ' | 24 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |
Beginning Balance, shares at Dec. 31, 2013 | ' | ' | ' | ' | ' | ' | ' | ' | ' | 13,764,929 | ' | ' | ' | 24,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |
Net income | 28,352 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |
Unrealized loss on available-for-sale securities, net of tax | 227 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |
Less: Dividend equivalents on Restricted Stock | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | -100 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |
Ending Balance at Sep. 30, 2014 | 558,641 | ' | ' | ' | ' | ' | ' | 0 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |
Beginning Balance at Feb. 10, 2014 | 226,823 | ' | 180,528 | 2,081 | 1 | 182,648 | 44,175 | ' | ' | 14 | ' | ' | ' | 24 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |
Beginning Balance, shares at Feb. 10, 2014 | ' | ' | ' | ' | ' | ' | ' | ' | ' | 13,764,929 | ' | ' | ' | 24,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |
Net income | -184,207 | ' | -166,722 | -17,765 | ' | -184,487 | 280 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |
Distributions | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | -123 | -123 | -123 | ' | |
Issuance of common stock, shares | ' | ' | ' | ' | ' | ' | ' | ' | ' | 23,999,999 | ' | ' | 2,366,703 | -23,999,999 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 19,870,248 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 498,884 | ' | ' | ' | 239,362 | ' | ' | ' | 2,029,261 | ' | ' | ' | 33,652 | ' | ' | ' | 464,317 | ' | ' | ' | 727,050 | |
Issuance of common stock | 1,203 | ' | 44,676 | [1] | ' | ' | 44,676 | -43,473 | ' | ' | 24 | ' | ' | 2 | -24 | 14,086 | 19,327 | -5,243 | 14,086 | ' | ' | 374,161 | 374,141 | 374,161 | ' | 20 | ' | ' | ' | ' | 47,727 | 47,725 | 47,727 | 2 | 10,431 | 10,431 | 10,431 | ' | 4,860 | 4,860 | 4,860 | ' | 44,095 | 44,093 | 44,095 | 2 | 725 | 725 | 725 | 0 | 10,000 | 9,999 | 10,000 | 1 | 16,373 | 16,372 | 16,373 | 1 |
Equity-based compensation (OPP) | 9,499 | ' | ' | ' | ' | ' | 9,499 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |
Unrealized loss on available-for-sale securities, net of tax | -275 | ' | ' | ' | -275 | -275 | 0 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |
Distributions to non-controlling interests | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | -280 | -280 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |
Less: Dividend equivalents on Restricted Stock | ' | ' | ' | ' | ' | -15,728 | ' | ' | -15,728 | ' | -4,770 | -10,958 | ' | ' | -729 | -345 | -384 | -729 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |
Ending Balance at Sep. 30, 2014 | 558,641 | ' | 580,917 | -32,269 | -274 | 548,440 | 10,201 | 0 | ' | 66 | ' | ' | ' | 0 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |
Ending Balance, shares at Sep. 30, 2014 | ' | ' | ' | ' | ' | ' | ' | ' | ' | 66,463,541 | ' | ' | ' | 1 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |
Beginning Balance at Sep. 29, 2014 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |
Issuance of common stock, shares | ' | ' | ' | ' | ' | ' | ' | ' | 727,050 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |
Ending Balance at Sep. 30, 2014 | ' | ' | ' | ' | ' | ' | ' | $0 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |
[1] | Includes deferred tax impact of $1.2 million due to the Exchange. |
Consolidated_Statements_of_Cha1
Consolidated Statements of Changes in Stockholders' Equity (Parenthetical) (USD $) | 1 Months Ended | ||
Jun. 30, 2013 | Jun. 10, 2013 | Feb. 10, 2014 | |
Unclassified Stock | Unclassified Stock | Exchange Transaction | |
Additional Paid-in Capital | |||
Issuance of common stock, shares | 100 | ' | ' |
Common stock, par value (in dollars per share) | ' | $0.01 | ' |
Deferred tax impact | ' | ' | $1,200,000 |
Consolidated_Statements_of_Cas
Consolidated Statements of Cash Flows (USD $) | 9 Months Ended | |||||||||||||||||
In Thousands, unless otherwise specified | Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 |
Cetera Financial Group | Cetera Financial Group | Summit Financial Services Group | Summit Financial Services Group | Hatteras Funds Group | Hatteras Funds Group | JP Turner & Company, LLC | JP Turner & Company, LLC | SK Research | SK Research | ICH acquisition | ICH acquisition | StratCap | StratCap | Trupoly acquisition | Trupoly acquisition | |||
Cash flows from operating activities: | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Net income | $28,352 | $64,291 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Adjustments to reconcile net income to net cash provided by operating activities: | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Depreciation | 3,230 | 79 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Amortization | 39,643 | 146 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Equity-based compensation | 40,168 | 462 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Deferred income taxes | 513 | 101 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Gain on the sale of available-for-sale securities | -171 | 0 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Deferred income tax impact due to Exchange Transaction | 1,203 | 0 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Change in contingent and deferred consideration | 4,109 | 2 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Unrealized gain on derivative contracts | -30,589 | 0 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Unrealized gain on available-for-sale securities | 218 | 0 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Other | 4,168 | 59 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Increase (decrease) resulting from changes in: | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Cash and securities segregated under federal and other regulations | -11,010 | 0 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Trading securities | 825 | -1,031 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Fees and commissions receivable: | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Due from related parties | -1,056 | -913 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Due from non-related parties | -24,693 | 202 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Reimbursable expenses receivable: | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Due from related parties | -3,548 | -12,707 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Due from non-related parties | -12,365 | -514 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Receivable from customers | 17,191 | 0 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Investment banking fees receivable: | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Due from related parties | 6,518 | 0 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Due from non-related parties | -2,375 | 0 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Receivables from broker, dealers, clearing organizations and other | -38,529 | -211 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Due from RCAP Holdings and related parties | 7,271 | -740 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Prepaid expenses | 8,608 | -333 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Change in notes receivable | -9,109 | 69 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Payable to customers | -12,682 | 0 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Payable to broker-dealers | 796 | 7,817 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Commissions payable | 11,890 | 4,815 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Accrued expenses and accounts payable: | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Due to related parties | -3,001 | 4,250 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Due to non-related parties | -20,330 | -11,026 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Due to related parties | 2,364 | 3,186 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Due to non-related parties | -53,647 | -2,117 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Other liabilities | -26,209 | 70 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Net cash (used) provided by operating activities | -72,247 | 55,957 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Cash flows from investing activities: | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Purchases of available-for-sale securities | -11,225 | -10,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Proceeds from the sale of available-for-sale securities | 9,013 | 1,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Purchase of property and equipment | -4,020 | -381 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Proceeds from the written put option | 21,216 | 0 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Change in restricted cash | -24,000 | 0 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Payments to acquire businesses, net of cash acquired | ' | ' | -891,101 | 0 | -33,374 | 0 | -29,195 | 0 | -2,615 | 0 | -10,092 | 0 | -1,531 | 0 | -61,878 | 0 | -710 | 0 |
First Allied, cash acquired | 0 | 40,692 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Net cash (used) provided by investing activities | -1,039,512 | 31,311 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Cash flows from financing activities: | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Proceeds from the issuance of term loans | 685,633 | 1,002 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Payments on long-term debt | -40,738 | -800 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Payment of contingent consideration | -13,216 | 0 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Net proceeds from the issuance of convertible notes (including embedded derivative) | 83,551 | 0 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Net proceeds from issuance of convertible preferred stock (including embedded derivative) | 197,504 | 0 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Net proceeds from issuance of common stock | 421,891 | 43,619 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Distributions to non-controlling interest holders | 0 | -46,830 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Dividends paid | -20,565 | -450 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Net cash (used) provided by financing activities | 1,314,060 | -3,459 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Net increase in cash | 202,301 | 83,809 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Cash and cash equivalents, beginning of period | 70,059 | 12,683 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Cash and cash equivalents, end of period | $272,360 | $96,492 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Organization_and_Description_o
Organization and Description of the Company | 9 Months Ended |
Sep. 30, 2014 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ' |
Organization and Description of the Company | ' |
Organization and Description of the Company | |
Formation | |
RCS Capital Corporation (“we”, “us”, “our company” or 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 Realty Capital Securities, LLC (“Realty Capital Securities”), RCS Advisory Services, LLC (“RCS Advisory”) and American National Stock Transfer, LLC (“ANST” and together with Realty Capital Securities and RCS Advisory, the “Original Operating Subsidiaries”) and to grow business lines under the Original Operating Subsidiaries. | |
Initial Public Offering | |
On June 10, 2013, the Company closed its initial public offering (the “IPO”) of Class A common stock, par value $0.001 per share (“Class A common stock”), in which it sold 2,500,000 shares of Class A common stock at $20.00 per share, resulting in net proceeds after offering costs and underwriting discounts and commissions of $43.6 million. 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. 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 shares of Class B common stock, par value $0.001 per share (“Class B common stock”), in exchange for 100 unclassified shares in the Company previously purchased by RCAP Holdings. | |
Concurrently with the commencement of the IPO, the Original Operating Subsidiaries also underwent a reorganization (the “subsidiary reorganization”), in which a new class of units in the Original Operating Subsidiaries 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 Units and Class B Units, the Company owned a 9.4% economic interest in the Original Operating Subsidiaries and RCAP Holdings owned a 90.6% economic interest in the Original Operating Subsidiaries. Prior to the subsidiary reorganization and the IPO, RCAP Holdings held a 100% interest in each of the Original Operating Subsidiaries and the Company. | |
Upon completion of the subsidiary reorganization and the IPO in June 2013, the Company became the managing member of the Original Operating Subsidiaries and the Company assumed the exclusive right to manage and conduct the business and affairs of the Original Operating Subsidiaries and to take any and all actions on their behalf in such capacity. As a result, the Company consolidated the financial results of the Original Operating Subsidiaries with its own financial results. Net profits and net losses of the Original Operating Subsidiaries were allocated to their members pro rata in accordance with the respective percentages of their membership interests in the Original Operating Subsidiaries. Because the Company and the Original Operating Subsidiaries were under common control at the time of the subsidiary reorganization, the Company’s acquisition of control of the Original Operating Subsidiaries was accounted for at historical cost in the accompanying consolidated financial statements. Accordingly, the operating results of the Original Operating Subsidiaries have been included in the Company’s consolidated financial statements from the date of common control. | |
Restructuring Transactions | |
On February 11, 2014, the Company entered into certain additional corporate restructuring transactions (the “Restructuring Transactions”) involving the Company, RCAP Holdings, the Original 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 one Class B Unit of each of the Original Operating Subsidiaries (each such unit, an “Original Operating Subsidiaries Unit”) for shares of Class A common stock and the related cancellation of a corresponding number of shares of Class B common stock, par value $0.001 per share. | |
On February 11, 2014, also as part of the Restructuring Transactions, RCAP Holdings elected to exchange 23,999,999 Original Operating Subsidiaries Units for 23,999,999 shares of Class A common stock (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. | |
Following receipt of stockholder consent, the Company amended the Company’s certificate of incorporation effective July 2, 2014 and amended the Exchange Agreement on August 5, 2014 to permit RCAP Holdings to continue to hold one share of Class B common stock without holding one Original Operating Subsidiaries Unit. Following this amendment, the remaining Original Operating Subsidiaries Unit owned by RCAP Holdings was exchanged for one share of Class A common stock, which was not issued as RCAP Holdings waived the right to receive it. | |
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 “Holdings 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 Original 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 Original Operating Subsidiaries (the “Operating Subsidiary LTIP Units”) in exchange for 1,325,000 RCS Holdings LTIP Units. | |
Pursuant to the RCS Capital 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 Capital Holdings LLC Agreement and the Holdings 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). | |
On April 28, 2014, the 2013 Manager Multi-Year Outperformance Agreement (the “OPP”) was amended (the “Amended OPP”) which resulted in RCS Capital Management earning 310,947 LTIP Units and forfeiting 1,014,053 LTIP Units. Immediately prior to the acquisition by Luxor Capital Group, LP and certain of its affiliates (collectively, “Luxor”) of an interest in RCS Capital Management, RCS Capital Management distributed 310,947 earned LTIP Units to its then current members, each of whom is also a member of RCS Holdings. As of September 30, 2014, the interests of the LTIP Units were included in non-controlling interest. See Note 19 for more information. | |
2014 Public Offering and Concurrent Private Offering | |
On June 10, 2014, the Company issued 19,000,000 shares of Class A common stock in a public offering (the “public offering”). In connection with the public offering, the Company granted the underwriters the option to purchase up to 3,600,000 additional shares of Class A common stock to cover over-allotments, if any, for a period of 30 days. On June 18, 2014, the underwriters purchased an additional 870,248 shares at the public offering price per share pursuant to the over-allotment option. | |
On June 10, 2014, the Company issued 2,469,136 shares of Class A common stock at the public offering price of $20.25 per share to Luxor in a private offering. | |
Recent and Pending Acquisitions | |
During the nine months ended September 30, 2014, the Company completed the acquisitions (collectively, the “recent acquisitions”) of Cetera Financial Holdings, Inc. (“Cetera”), Summit Financial Services Group, Inc. (“Summit”), J.P. Turner & Company, LLC and J.P. Turner & Company Capital Management, LLC (together, “J.P. Turner”), Hatteras Funds Group (“Hatteras”), First Allied Holdings Inc. (“First Allied”), Investors Capital Holdings, Ltd. (“ICH”), Validus/Strategic Capital Partners, LLC (“StratCap”) and Trupoly, LLC (“Trupoly”) (collectively, the “acquired businesses”). As of September 30, 2014, the acquisitions of VSR Group, Inc. (“VSR”), Girard Securities, Inc. (“Girard”), Docupace Technologies, LLC (“Docupace”) and Cole Capital Partners LLC (“Cole Capital Partners”) and Cole Capital Advisors, Inc. (“Cole Capital Advisors” and, together with Cole Capital Partners, “Cole Capital”) were pending (collectively, the “pending acquisitions” and together with the recent acquisitions the “recent and pending acquisitions”). On November 3, 2014, the Company announced that it had terminated the previously disclosed definitive agreement to acquire Cole Capital from a subsidiary of American Realty Capital Properties, Inc. (“ARCP”). See Note 2 for more information. All of the recent and pending acquisitions have been or will be accounted for using the purchase method of accounting except for the First Allied acquisition and the Cole Capital acquisition which was terminated. | |
The First Allied acquisition, which closed on June 30, 2014, was accounted for at historical cost in a manner similar to a pooling-of-interest accounting because First Allied and the Company were under the common control of RCAP Holdings at the time of the acquisition of First Allied by RCAP Holdings. Beginning with the Company’s financial statements for the quarter ended June 30, 2014, the Company has presented recast financial information for the relevant periods to reflect the results of operations and financial position of First Allied as if the Company had acquired it on September 25, 2013, the date that First Allied was acquired by RCAP Holdings. Therefore, First Allied’s results from September 25, 2013 through September 30, 2013 and First Allied’s results for the entire three and nine months ended September 30, 2014 are included in the Company’s results. See Notes 2 and 3 for more information. | |
The Company’s results of operations only include the results of operations of Cetera, Summit, J.P. Turner, Hatteras, ICH, StratCap and Trupoly beginning on the date of each respective acquisition. See Note 2 for more information on each of the recent acquisitions. | |
Operating Subsidiaries other than the Recent Acquisitions | |
Realty Capital Securities, a limited liability company organized in Delaware, is 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”) and is the securities broker-dealer for proprietary products sponsored by AR Capital, LLC (an entity under common control) and other entities under common control, 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 (“BDC”) 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 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 as a transaction management services business. 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 an SEC-registered transfer agent. ANST, using a third-party service provider to act 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 or co-sponsored directly or indirectly by AR Capital, LLC. | |
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 an initiative to launch a new division of RCAP’s research platform dedicated to alternative investment programs. SK Research provides 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_Acquisition
Recent and Pending Acquisitions | 9 Months Ended | |||||||
Sep. 30, 2014 | ||||||||
Business Combinations [Abstract] | ' | |||||||
Recent and Pending Acquisitions | ' | |||||||
Recent and Pending Acquisitions | ||||||||
During the nine months ended September 30, 2014, the Company completed the acquisitions of Cetera, Summit, J.P. Turner, Hatteras, First Allied, ICH, StratCap and Trupoly. The recent acquisitions were made in order for the Company to diversify its revenue stream and product offerings. The resulting goodwill associated with the recent acquisitions is made up of synergies related to higher strategic partner revenues as well as expense synergies associated with back office management, technology efficiencies, savings from the renegotiation of the Company’s clearing contracts, the elimination of duplicative public company expenses and other factors. | ||||||||
As of September 30, 2014, the acquisitions of VSR, Girard, Docupace and Cole Capital were pending. On November 3, 2014, the Company announced that it had terminated the previously disclosed definitive agreement to acquire Cole Capital from a subsidiary of ARCP. Also on November 3, 2014, ARCP issued a press release asserting that, in its view, the Company had no basis to terminate the agreement and that the Company’s termination of the agreement was itself breach of the agreement. On November 11, 2014, ARCP filed suit against the Company in the Court of Chancery of the State of Delaware and on November 12, 2014, ARCP issued a press release asserting that the Company’s termination of the agreement constituted a breach of the purchase agreement. The Company believes ARCP’s complaint is without merit and intends to vigorously defend itself. | ||||||||
Details of each recent and pending acquisition are as follows: | ||||||||
Cetera Financial Holdings | ||||||||
On April 29, 2014, the Company completed the acquisition of Cetera. The purchase price was $1.15 billion (subject to certain adjustments), and the Company paid $1.13 billion in cash after adjustments. Cetera is a financial services holding company formed in 2010 that provides independent broker-dealer services and investment advisory services through four distinct independent broker-dealer platforms: Cetera Advisors, Cetera Advisor Networks, Cetera Investment Services and Cetera Financial Specialists. The acquisition, including related costs, was financed with a $575.0 million senior secured first lien term loan, a $150.0 million senior secured second lien term loan (together, with a $25.0 million senior secured first lien revolving credit facility, the “Bank Facilities”), the issuance of $120.0 million (aggregate principal amount) of convertible notes and $270.0 million (aggregate stated liquidation value) of convertible preferred securities, as described in further detail in Notes 9 and 11, and cash on hand. | ||||||||
The preliminary assignment of the total consideration for the Cetera acquisition as of the date of the acquisition was as follows (in thousands): | ||||||||
Cash and cash equivalents | $ | 241,641 | ||||||
Cash and segregated securities | 7,999 | |||||||
Trading securities | 741 | |||||||
Receivables | 49,883 | |||||||
Property and equipment | 17,735 | |||||||
Prepaid expenses | 15,083 | |||||||
Deferred compensation plan investments | 76,010 | |||||||
Notes receivable | 38,805 | |||||||
Other assets | 36,553 | |||||||
Accounts payable | (94,074 | ) | ||||||
Accrued expenses | (32,421 | ) | ||||||
Other liabilities | (112,977 | ) | ||||||
Deferred compensation plan accrued liabilities | (75,294 | ) | ||||||
Total fair value excluding goodwill and intangible assets | 169,684 | |||||||
Goodwill | 290,575 | |||||||
Intangible assets | 944,542 | |||||||
Deferred tax liability | (272,059 | ) | ||||||
Total consideration | $ | 1,132,742 | ||||||
During the three months ended September 30, 2014, Cetera’s goodwill increased $30.9 million due to additional information with respect to the preliminary acquisition date fair value of certain assets, specifically internally developed software, notes receivable and intangible assets. Additionally, the Company finalized its assessment of the useful life of the trade name and concluded that it was 30 years rather than indefinite. Accordingly, the Company recorded a deferred tax liability of $23.8 million with a related increase in goodwill. | ||||||||
As of September 30, 2014, approximately $8.7 million of the goodwill from Cetera’s historic pre-acquisition goodwill is deductible for income tax purposes. | ||||||||
The total Cetera consideration consisted of the following (in thousands): | ||||||||
Contractual purchase price | $ | 1,150,000 | ||||||
Purchase price adjustments | 17,258 | |||||||
Total consideration | $ | 1,132,742 | ||||||
The results of operations of the Company include the results of operations of Cetera from April 29, 2014, the acquisition date, to September 30, 2014, which reflects $519.0 million in revenues and a $1.7 million loss before taxes. | ||||||||
The Company’s supplemental pro forma results of operations for Cetera for the nine months ended September 30, 2014 and 2013 are as follows (in millions): | ||||||||
Nine Months Ended September 30, | ||||||||
2014 | 2013 | |||||||
Total revenues | $ | 919.3 | $ | 835.1 | ||||
Loss before taxes | (53.2 | ) | (114.8 | ) | ||||
The supplemental pro forma results of operations include adjustments which reflect a full nine months of amortization of intangible assets and interest expense related to the financings the Company entered into in connection with the closing of the acquisition of Cetera (the “Cetera financings”) on April 29, 2014. In addition, the Company recorded pro forma adjustments to eliminate intercompany revenues and expenses. For the nine months ended September 30, 2014, the Company adjusted the pro forma results to exclude acquisition-related expenses of $24.1 million and the nine months ended September 30, 2013 were adjusted to include those expenses. Acquisition-related costs are costs incurred by the acquiree to engage in a business combination. Such costs may include accounting fees, valuation fees, consulting fees and legal fees. | ||||||||
Summit Financial Services Group | ||||||||
On June 11, 2014, the Company completed the acquisition of Summit. Summit was a public company that had financial advisors providing securities brokerage and investment retail advice in the United States with its common stock listed on the OTC Markets Group, Inc. under the symbol “SFNS.” | ||||||||
Pursuant to the merger agreement, each share of Summit common stock issued and outstanding immediately prior to the effective time of the merger was converted into the right to receive $1.588 in merger consideration, which consisted of cash and Class A common stock. Summit shareholders who received merger consideration were also entitled to receive the pro rata portion of certain tax refunds generated after the closing of the merger as a result of certain net operating losses expected to be incurred by Summit in 2014 and which were not acquired by the Company pursuant to the merger agreement. The aggregate amount of these refunds is currently estimated to be approximately $2.5 million, or approximately $0.06 per share of Summit common stock, and will be paid (without interest) no later than June 30, 2015. | ||||||||
As consideration in the merger, the Company issued 498,884 shares of Class A common stock pursuant to a registration statement on Form S-4 and paid consideration in cash of $38.6 million, which does not include cash distributed by Summit to its shareholders. The aggregate cash consideration paid was $46.7 million which is inclusive of the cash distributed by Summit. | ||||||||
The preliminary assignment of the total consideration for the Summit acquisition as of the date of the acquisition was as follows (in thousands): | ||||||||
Cash and cash equivalents | $ | 13,353 | ||||||
Receivables | 3,147 | |||||||
Property and equipment | 362 | |||||||
Prepaid expenses | 1,531 | |||||||
Notes receivable | 1,092 | |||||||
Other assets | 3 | |||||||
Accounts payable | (7,465 | ) | ||||||
Accrued expenses | (3,100 | ) | ||||||
Total fair value excluding goodwill and intangible assets | 8,923 | |||||||
Goodwill | 23,014 | |||||||
Intangible assets | 31,240 | |||||||
Deferred tax liability | (6,019 | ) | ||||||
Total consideration | $ | 57,158 | ||||||
During the three months ended September 30, 2014, Summit’s goodwill decreased $6.5 million due to additional information with respect to the preliminary acquisition date of the deferred tax liability. Additionally, the Company finalized its assessment of the fair value of the notes receivable resulting in a $0.5 million write-down. | ||||||||
As of September 30, 2014, the goodwill from the Summit acquisition is not deductible for income tax purposes. | ||||||||
The total Summit consideration consisted of the following (in thousands): | ||||||||
Cash paid by the Company | $ | 46,727 | ||||||
Stock issued by the Company | 10,431 | |||||||
Total consideration | $ | 57,158 | ||||||
The results of operations of the Company include the results of operations of Summit from June 11, 2014, the acquisition date, to September 30, 2014, which reflects $30.7 million in revenues and a $0.6 million loss before taxes. | ||||||||
The Company’s supplemental pro forma results of operations for Summit for the nine months ended September 30, 2014 and 2013 are as follows (in millions): | ||||||||
Nine Months Ended September 30, | ||||||||
2014 | 2013 | |||||||
Total revenues | $ | 74.5 | $ | 61.3 | ||||
Income (loss) before taxes | (4.2 | ) | 0.6 | |||||
The supplemental pro forma results of operations include adjustments which reflect a full nine months of amortization of intangible assets. In addition, the Company recorded pro forma adjustments to eliminate intercompany revenues and expenses. For the nine months ended September 30, 2014, the Company adjusted the pro forma results to exclude acquisition-related expenses of $0.8 million and the nine months ended September 30, 2013 were adjusted to include those expenses. Acquisition-related costs are costs incurred by the acquiree to engage in a business combination. Such costs may include accounting fees, valuation fees, consulting fees and legal fees. | ||||||||
J.P. Turner & Company | ||||||||
On June 12, 2014, the Company completed the acquisition of J.P. Turner for cash in the aggregate amount of $12.8 million, subject to post-closing adjustments, plus 239,362 shares of Class A common stock in a private placement offering exempt from registration under the Securities Act of 1933, as amended (the “Securities Act”). J.P. Turner is a retail broker-dealer and investment adviser which also offers a variety of other services, including investment banking. | ||||||||
Pursuant to the purchase agreement, on June 12, 2015 (the one-year anniversary of the closing date of the J.P. Turner acquisition), the Company will make an additional aggregate cash payment of $7.6 million to the sellers and issue to the sellers an aggregate number of shares of Class A common stock equal to (i) $3.2 million divided by (ii) the average of the per share closing price of Class A common stock for the five trading days ending on the trading day immediately prior to June 12, 2015. | ||||||||
Pursuant to the purchase agreement, the Company also has agreed to make earn-out payments to the sellers with respect to each of the fiscal years ending December 31, 2014, December 31, 2015 and December 31, 2016, based on the achievement of certain agreed-upon revenue or earnings before interest, taxes and depreciation and amortization (“EBITDA”) performance targets in those years (subject to an annual combined minimum performance hurdle of 8.0% and an annual dollar cap of $2.5 million). Each earn-out payment, if any, will be made by the Company 50% in cash and 50% in the form of Class A common stock (unless the sellers elect to receive a greater amount of Class A common stock). On the date of the acquisition, the Company recorded liabilities for contingent consideration and deferred payments, at fair value, of $4.5 million and $9.4 million, respectively. As of September 30, 2014, the fair value of the contingent consideration was $5.0 million. The change in the fair value of the contingent consideration was recorded in other expenses on the consolidated statement of income. The fair value was determined by an independent third-party valuation firm using probability weightings and discounted cash flow analysis which was reviewed by the Company. | ||||||||
The preliminary assignment of the total consideration for the J.P. Turner acquisition as of the date of the acquisition was as follows (in thousands): | ||||||||
Cash and cash equivalents | $ | 10,171 | ||||||
Receivables | 712 | |||||||
Property and equipment | 232 | |||||||
Prepaid expenses | 892 | |||||||
Notes receivable | 1,660 | |||||||
Other assets | 2,171 | |||||||
Accounts payable | (1,710 | ) | ||||||
Accrued expenses | (8,543 | ) | ||||||
Other liabilities | (656 | ) | ||||||
Total fair value excluding goodwill and intangible assets | 4,929 | |||||||
Goodwill | 12,443 | |||||||
Intangible assets | 14,200 | |||||||
Total consideration | $ | 31,572 | ||||||
During the three months ended September 30, 2014, the Company’s total consideration for J.P. Turner increased $1.2 million due to additional information with respect to the terms of the purchase agreement, resulting in an increase to the goodwill. | ||||||||
As of September 30, 2014, approximately $3.8 million of the goodwill from the J.P. Turner acquisition is deductible for income tax purposes. | ||||||||
The total J.P. Turner consideration consisted of the following (in thousands): | ||||||||
Cash paid by the Company | $ | 12,786 | ||||||
Stock issued by the Company | 4,860 | |||||||
Contingent consideration | 4,500 | |||||||
Deferred consideration | 9,426 | |||||||
Total consideration | $ | 31,572 | ||||||
The contingent and deferred consideration in the table above represents the fair value which includes discounting for the time value of money. The estimated range of undiscounted outcomes of the contingent consideration as of September 30, 2014 was as follows (in thousands): | ||||||||
Low Case | High Case | |||||||
Estimated contingent consideration amount | $ | 6,323 | $ | 6,663 | ||||
The results of operations of the Company include the results of operations of J.P. Turner from June 12, 2014, the acquisition date, to September 30, 2014, which reflects $19.6 million in revenues and $1.2 million in income before taxes. | ||||||||
The Company’s supplemental pro forma results of operations with J.P. Turner for the nine months ended September 30, 2014 and 2013 are as follows (in millions): | ||||||||
Nine Months Ended September 30, | ||||||||
2014 | 2013 | |||||||
Total revenues | $ | 45.5 | $ | 43.4 | ||||
Income (loss) before taxes | 2.8 | (0.2 | ) | |||||
The supplemental pro forma results of operations include adjustments which reflect a full nine months of amortization of intangible assets. In addition, the Company recorded pro forma adjustments to eliminate intercompany revenues and expenses. | ||||||||
Hatteras Funds Group | ||||||||
On June 30, 2014, the Company completed the purchase of substantially all the assets related to the business and operations of Hatteras and assumed certain liabilities of Hatteras. Hatteras was a private company, and it 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. | ||||||||
Pursuant to the purchase agreement, the aggregate initial purchase price paid by the Company was $40.0 million (subject to certain adjustments for net working capital, net assets under management and consolidated pre-tax net income) payable as follows: (A) 75.0% was paid on the closing date of the Hatteras acquisition; (B) 7.5% will be payable on June 30, 2015, the first anniversary of the closing date of the Hatteras acquisition; (C) 7.5% will be payable on June 30, 2016, the second anniversary of the closing date of the Hatteras acquisition; and (D) 10.0% will be payable on June 30, 2017, the third anniversary of the closing date of the Hatteras acquisition. Additionally, pursuant to the purchase agreement, the Company will pay additional consideration calculated and payable based on the consolidated pre-tax net operating income generated by the businesses of Hatteras in the fiscal years ending December 31, 2016 and December 31, 2018. On the date of the acquisition, the Company recorded liabilities for contingent consideration and deferred payments, at fair value, of $24.9 million and $9.4 million, respectively. As of September 30, 2014 the fair value of the contingent consideration was $25.9 million. The change in the fair value of the contingent consideration was recorded in other expenses on the consolidated statement of income. The fair value was determined by an independent third-party valuation firm using projected pre-tax net income and discounted cash flow analysis which was reviewed by the Company. | ||||||||
The preliminary assignment of the total consideration for the Hatteras acquisition as of the date of the acquisition was as follows (in thousands): | ||||||||
Cash and cash equivalents | $ | 805 | ||||||
Receivables | 7,747 | |||||||
Property and equipment | 192 | |||||||
Prepaid expenses | 326 | |||||||
Other assets | 120 | |||||||
Accounts payable | (3,721 | ) | ||||||
Accrued expenses | (5,277 | ) | ||||||
Total fair value excluding goodwill and intangible assets | 192 | |||||||
Goodwill | 15,348 | |||||||
Intangible assets | 48,770 | |||||||
Total consideration | $ | 64,310 | ||||||
As of September 30, 2014, the goodwill from the Hatteras acquisition is not deductible for income tax purposes. | ||||||||
The total Hatteras consideration consisted of the following (in thousands): | ||||||||
Cash paid by the Company | $ | 30,000 | ||||||
Contingent consideration | 24,880 | |||||||
Deferred consideration | 9,430 | |||||||
Total consideration | $ | 64,310 | ||||||
The contingent and deferred consideration in the table above represents the fair value which includes discounting for the time value of money. The estimated range of undiscounted outcomes of the contingent consideration as of September 30, 2014 was as follows (in thousands): | ||||||||
Low Case | High Case | |||||||
Estimated contingent consideration amount | $ | 19,310 | $ | 81,210 | ||||
The results of operations of the Company include the results of operations of Hatteras from June 30, 2014, the acquisition date, to September 30, 2014, which reflects $17.0 million in revenues and $2.3 million in income before taxes. | ||||||||
The Company’s supplemental pro forma results of operations for Hatteras for the nine months ended September 30, 2014 and 2013 are as follows (in millions): | ||||||||
Nine Months Ended September 30, | ||||||||
2014 | 2013 | |||||||
Total revenues | $ | 47.5 | $ | 31.6 | ||||
Income before taxes | 5.4 | 0.3 | ||||||
The supplemental pro forma results of operations include adjustments which reflect a full nine months of amortization of intangible assets. In addition, the Company recorded pro forma adjustments to eliminate intercompany revenues and expenses. For the nine months ended September 30, 2014, the Company adjusted the pro forma results to exclude acquisition-related expenses of $0.6 million and the nine months ended September 30, 2013 were adjusted to include those expenses. Acquisition-related costs are costs incurred by the acquiree to engage in a business combination. Such costs may include accounting fees, valuation fees, consulting fees and legal fees. | ||||||||
First Allied Holdings | ||||||||
On June 30, 2014, RCAP Holdings contributed all its equity interests in First Allied to the Company. As consideration for the contribution, 11,264,929 shares of Class A common stock were issued to RCAP Holdings in a private placement offering exempt from registration under the Securities Act. 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 in the initial aggregate principal amount of $26.0 million (the “First Allied notes”)) paid to the former owners of First Allied and $32.0 million in bank indebtedness of First Allied outstanding immediately following consummation of the merger. | ||||||||
The number of shares issued as consideration was determined based on a value of $207.5 million for the equity of First Allied and the one-day volume weighted average price (“VWAP”) of Class A common stock on January 15, 2014, the day prior to the announcement of the signing of the Cetera merger agreement. The value of $207.5 million for the equity of First Allied established by the Company’s 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 issued by the Company as consideration in the First Allied acquisition was $239.2 million, based on the closing price for Class A common stock of $21.23 per share on June 30, 2014, the date of the consummation of the contribution. Accordingly, the effective cost to the Company for the First Allied acquisition was $271.2 million (including $32.0 million of First Allied indebtedness), which is $94.2 million more than the effective cost to RCAP Holdings for First Allied on September 25, 2013 under the terms of the original First Allied merger agreement. As of September 25, 2013, the date of common control, the Company recorded $137.2 million of net assets related to First Allied as a result of the contribution. | ||||||||
In addition, following consummation of the contribution, $32.0 million of First Allied indebtedness was outstanding. On July 28, 2014, the First Allied outstanding indebtedness was repaid by the Company as required by the terms of the Bank Facilities, which the Company entered into in connection with the Cetera financings on April 29, 2014. | ||||||||
The Company’s acquisition of First Allied was accounted for at historical cost in a manner similar to a pooling-of-interest accounting because First Allied and the Company were under the common control of RCAP Holdings immediately following the acquisition of First Allied by RCAP Holdings. See Note 3 for additional detail. | ||||||||
As of September 30, 2014, approximately $9.1 million of the goodwill from First Allied’s historic pre-acquisition goodwill was deductible for income tax purposes. | ||||||||
Investors Capital Holdings | ||||||||
On July 11, 2014, the Company completed the acquisition of ICH. ICH was a public company with its common stock listed on the NYSE MKT under the symbol “ICH”. ICH 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. | ||||||||
The aggregate consideration was $52.5 million. The Company issued 2,027,966 shares of Class A common stock (2,029,261 shares issued on July 11, 2014, of which 1,295 shares were subsequently canceled on October 6, 2014 as an adjustment to the final consideration) pursuant to a registration statement on Form S-4 and paid aggregate consideration in cash of $8.4 million. | ||||||||
The preliminary assignment of the total consideration for the ICH acquisition as of the date of the acquisition was as follows (in thousands): | ||||||||
Cash and cash equivalents | $ | 6,881 | ||||||
Short term investments and securities owned | 499 | |||||||
Receivables | 7,442 | |||||||
Property and equipment | 275 | |||||||
Notes receivable | 1,550 | |||||||
Deferred compensation | 2,250 | |||||||
Other assets | 2,392 | |||||||
Accounts payable and accrued expenses | (1,922 | ) | ||||||
Other liabilities | (7,593 | ) | ||||||
Notes payable and long-term debt | (2,918 | ) | ||||||
Non-qualified deferred compensation | (2,611 | ) | ||||||
Total fair value excluding goodwill, intangible assets, and deferred tax liability | 6,245 | |||||||
Goodwill | 26,184 | |||||||
Intangible assets | 33,600 | |||||||
Deferred tax liability | (13,520 | ) | ||||||
Total consideration | $ | 52,509 | ||||||
As of September 30, 2014, the goodwill from the ICH acquisition is not deductible for income tax purposes. | ||||||||
The total ICH consideration consisted of the following (in thousands): | ||||||||
Cash paid by the Company | $ | 8,412 | ||||||
Stock issued by the Company | 44,097 | |||||||
Total consideration | $ | 52,509 | ||||||
The results of operations of the Company include the results of operations of ICH from July 11, 2014, the acquisition date, to September 30, 2014, which reflects $22.0 million in revenues and $0.6 million loss before taxes. | ||||||||
The Company’s supplemental pro forma results of operations for ICH for the nine months ended September 30, 2014 and 2013 are as follows (in millions): | ||||||||
Nine Months Ended September 30, | ||||||||
2014 | 2013 | |||||||
Total revenues | $ | 71 | $ | 64.3 | ||||
Loss before taxes | (3.3 | ) | (3.9 | ) | ||||
The supplemental pro forma results of operations include adjustments which reflect a full nine months of amortization of intangible assets. In addition, the Company recorded pro forma adjustments to eliminate intercompany revenues and expenses, and one-time transaction costs. | ||||||||
Validus/Strategic Capital Partners | ||||||||
On August 29, 2014, the Company completed the acquisition of StratCap. StratCap, through its subsidiaries, is a wholesale distributor of alternative investment programs. StratCap’s subsidiaries distribute a platform of offerings consisting of two non-traded REITS, a non-traded BDC and two public non-traded limited liability companies. StratCap holds minority interests in four of the investment programs that it distributes, and is a joint venture partner along with the sponsor to the fifth investment program. | ||||||||
The aggregate consideration was $76.4 million. The Company issued 464,317 shares of Class A common stock and paid aggregate consideration in cash of $66.4 million in a private placement offering exempt from registration under the Securities Act. The Company will also pay $10.0 million in cash on November 27, 2014, 90 days after the closing date, plus earn-out payments in 2015 and 2016 based on the achievement of certain agreed-upon EBITDA performance targets. On the date of the acquisition, the Company recorded liabilities for contingent consideration and deferred payments, at fair value, of $72.7 million and $10.0 million, respectively. | ||||||||
The preliminary assignment of the total consideration for the StratCap acquisition as of the date of the acquisition was as follows (in thousands): | ||||||||
Cash and cash equivalents | $ | 4,522 | ||||||
Short term investments and securities owned | 2,239 | |||||||
Receivables | 4,858 | |||||||
Property and equipment | 96 | |||||||
Prepaid expenses and other assets | 629 | |||||||
Accounts payable | (706 | ) | ||||||
Accrued expenses | (201 | ) | ||||||
Other liabilities | (908 | ) | ||||||
Total fair value excluding goodwill and intangible assets | 10,529 | |||||||
Goodwill | 26,956 | |||||||
Intangible assets | 121,580 | |||||||
Total consideration | $ | 159,065 | ||||||
As of September 30, 2014, the goodwill from the StratCap acquisition is not deductible for income tax purposes. | ||||||||
The total StratCap consideration consisted of the following (in thousands): | ||||||||
Cash paid by the Company | $ | 66,400 | ||||||
Stock issued by the Company | 10,000 | |||||||
Contingent consideration | 72,695 | |||||||
Deferred consideration | 9,970 | |||||||
Total consideration | $ | 159,065 | ||||||
The contingent and deferred consideration in the table above represents the fair value which includes discounting for the time value of money. The estimated range of undiscounted outcomes for the contingent consideration are as follows (in thousands): | ||||||||
Low Case | High Case | |||||||
Estimated contingent consideration amount | $ | 77,850 | $ | 138,350 | ||||
The results of operations of the Company include the results of operations of StratCap from August 29, 2014, the acquisition date, to September 30, 2014, which reflects $4.8 million in revenues and $0.5 million loss before taxes. | ||||||||
The Company’s supplemental pro forma results of operations for StratCap for the nine months ended September 30, 2014 and 2013 are as follows (in millions): | ||||||||
Nine Months Ended September 30, | ||||||||
2014 | 2013 | |||||||
Total revenues | $ | 128.2 | $ | 41 | ||||
Loss before taxes | (0.7 | ) | (11.8 | ) | ||||
The supplemental pro forma results of operations include adjustments which reflect a full nine months of amortization of intangible assets. For the nine months ended September 30, 2014, the Company adjusted the pro forma results to exclude acquisition-related expenses of $0.2 million and the nine months ended September 30, 2013 were adjusted to include those expenses. Acquisition-related costs are costs incurred by the acquiree to engage in a business combination. Such costs may include accounting fees, valuation fees, consulting fees and legal fees. | ||||||||
Trupoly | ||||||||
On July 21, 2014, the Company announced that it is establishing a crowdfunding investment platform which it has branded under the name, “We Are Crowdfunding.” In connection with this initiative, the Company acquired substantially all of the assets of New York based Trupoly, a white-label investor relationship management portal, which will be integrated into the Company’s new crowdfunding investment platform. The assets of Trupoly primarily consist of intangible assets related to existing technology and a non-compete agreement. | ||||||||
On the closing date of the Trupoly acquisition, the Company issued shares of Class A common stock in a private placement offering exempt from registration under the Securities Act and paid the remaining consideration in cash. The Company will also pay 50.0% of the deferred consideration in shares of Class A common stock and 50.0% in cash on July 21, 2015, the one-year anniversary of the closing date. | ||||||||
As of September 30, 2014, the goodwill from the Trupoly acquisition is not deductible for income tax purposes. | ||||||||
Consolidated pro forma results | ||||||||
The Company’s supplemental pro forma results of operations, which include the Original Operating Subsidiaries, Cetera, Summit, J.P. Turner, Hatteras, First Allied, ICH and StratCap for the nine months ended September 30, 2014 and 2013, are as follows (in millions): | ||||||||
Nine Months Ended September 30, | ||||||||
2014 | 2013 | |||||||
Total revenues | $ | 2,282.10 | $ | 1,995.20 | ||||
Loss before taxes | (3.5 | ) | (86.9 | ) | ||||
Benefit from income taxes (1) | (1.4 | ) | (34.7 | ) | ||||
Net loss | (2.1 | ) | (52.2 | ) | ||||
Less: income attributable to non-controlling interest | 8.8 | — | ||||||
Less: preferred dividends and deemed dividend | 209 | 14.2 | ||||||
Net loss attributable to Class A common stockholders | $ | (219.9 | ) | $ | (66.4 | ) | ||
Per share data | ||||||||
Pro forma basic and diluted loss per share (2) | $ | (4.76 | ) | $ | (1.52 | ) | ||
Pro forma weighted average basic and diluted shares | 46,336,212 | 43,523,983 | ||||||
________________________ | ||||||||
(1) Reflects pro forma adjustment to record the income tax provision based on the assumed 40% tax rate. | ||||||||
(2) For the nine months ended September 30, 2014, the numerator for the pro forma basic and diluted earnings per share calculation was reduced by $0.7 million for allocation of earnings to unvested restricted stock units holders. | ||||||||
The consolidated supplemental pro forma results of operations include adjustments which reflect a full nine months of amortization of intangible assets, interest expense and pro forma incentive fee. In addition, the Company recorded pro forma adjustments to eliminate intercompany revenues and expenses and quarterly fee. For the nine months ended September 30, 2014, the Company adjusted the pro forma results to exclude acquisition-related expenses of $37.7 million and the nine months ended September 30, 2013 were adjusted to include those expenses. Acquisition-related costs are costs incurred by the acquiree or the Company to engage in a business combination. Such costs may include accounting fees, valuation fees, consulting fees and legal fees. | ||||||||
Pending acquisitions | ||||||||
On August 6, 2014, the Company entered into an agreement to purchase VSR, an independent broker-dealer. The transaction is expected to close in late 2014 or early 2015 and is subject to certain regulatory approvals and other customary closing conditions. | ||||||||
On August 14, 2014, the Company entered into an agreement to purchase Girard, an independent broker-dealer. The transaction is expected to close in late 2014 or early 2015 and is subject to certain regulatory approvals and other customary closing conditions. | ||||||||
On September 18, 2014, the Company entered into an agreement to acquire a majority equity interest in Docupace, a provider of integrated, electronic processing technologies and systems for financial institutions and wealth management firms. The transaction is expected to close in late 2014 or early 2015 and is subject to certain regulatory approvals and other customary closing conditions. | ||||||||
On September 30, 2014, the Company entered into a definitive agreement to acquire Cole Capital from ARC Properties Operating Partnership, L.P. (“ARCP OP”), a subsidiary and the operating partnership of ARCP for $700.0 million plus contingent consideration. Cole Capital is the private capital management business of ARCP, which includes a broker-dealer, wholesale distribution, and a non-traded REIT sponsor and advisory businesses. | ||||||||
The definitive agreement provided that the acquisition of Cole Capital would be consummated in two closings. | ||||||||
At the first closing (the “First Closing”) on October 22, 2014, subsidiaries of the Company entered into interim sub-advisory arrangements with the current advisors (which are subsidiaries of ARCP) of the five non-traded REITs sponsored and advised by Cole Capital. | ||||||||
In addition, Realty Capital Securities entered into wholesaling agreements whereby Cole Capital Corporation, a subsidiary of Cole Capital Advisors, engages Realty Capital Securities as its distribution agent for the three non-traded REITs for which it currently serves as “dealer-manager.” Realty Capital Securities was entitled to receive a sourcing fee on sales through dealers it sourced. | ||||||||
The Company paid a portion of the purchase price equal to $10.0 million at the First Closing. | ||||||||
On October 29, 2014, ARCP announced that its audit committee had concluded that the previously issued financial statements and other financial information contained in certain public filings should no longer be relied upon. ARCP reported that this conclusion was based on the preliminary findings of an investigation conducted by ARCP’s audit committee which concluded that certain accounting errors were made by ARCP personnel that were not corrected after being discovered, resulting in an overstatement of adjusted funds from operations and an understatement of ARCP’s net loss for the three and six months ended June 30, 2014. ARCP also announced the resignation of its chief accounting officer and its chief financial officer, who is a member of RCAP Holdings and AR Capital, LLC, served as the Company’s chief financial officer until December 2013. Such former chief financial officer also served as a member of the board of directors of the Company until July 2014 and had also served as an executive and director of non-traded REITs sponsored by AR Capital, LLC. This individual does not have a role in the management of the Company’s business. Although ARCP was previously sponsored by an entity under common control with RCAP Holdings and was advised by such entity until January 2014, ARCP is a separate company that is no longer sponsored or advised by an entity under common control with RCAP Holdings. The executive chairman of the board of directors of the Company is the chairman of the board of directors of ARCP. | ||||||||
On November 3, 2014, the Company announced that it had terminated the previously disclosed definitive agreement to acquire Cole Capital from a subsidiary of ARCP. Also on November 3, 2014, ARCP issued a press release asserting that, in its view, the Company had no basis to terminate the agreement and that the Company’s termination of the agreement was itself breach of the agreement. On November 11, 2014, ARCP filed suit for specific performance, injunctive relief and other relief against the Company in the Court of Chancery of the State of Delaware and, on November 12, 2014, ARCP issued a press release asserting that the Company’s termination of the agreement constituted a breach of the purchase agreement. The Company believes ARCP’s complaint is without merit and intends to vigorously defend itself. |
Summary_of_Significant_Account
Summary of Significant Accounting Policies | 9 Months Ended | |||
Sep. 30, 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, SK Research, Cetera, Summit, J.P. Turner, Hatteras, ICH, StratCap and Trupoly for the periods since acquisition and of First Allied for the periods since it was under the control of RCAP Holdings. 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 statement of results. | ||||
The statement of financial condition as of December 31, 2013 was derived from audited financial statements but does not include all disclosures required by U.S. GAAP. | ||||
The Company’s acquisition of First Allied was accounted for at historical cost in a manner similar to a pooling-of-interest accounting because First Allied and the Company were under the common control of RCAP Holdings at the time of the acquisition of First Allied by RCAP Holdings. Beginning with the Company’s financial statements for the quarter ended June 30, 2014, the Company has presented recast financial information, including the elimination of transactions between the Company and First Allied, for the relevant periods to reflect the results of operations and financial position of First Allied as if the Company had acquired it on September 25, 2013, the date that First Allied was acquired by RCAP Holdings. The acquisition of First Allied by RCAP Holdings was accounted for by RCAP Holdings using the purchase method of accounting; therefore, the purchase price was allocated to First Allied’s assets and liabilities at fair value and any excess purchase price was then attributed to intangible assets and goodwill. When the Company acquired First Allied from RCAP Holdings, no additional intangible assets or goodwill were recorded. | ||||
Reclassifications | ||||
Certain reclassifications have been made to the prior period financial statement presentation to conform to the current period presentation primarily as a result of the need to harmonize the financial statements of the Company with those of the entities acquired during 2014 and to reflect the combination of the results of operations and financial position of First Allied as if the Company had acquired it on September 25, 2013, the date that First Allied was acquired by RCAP Holdings. | ||||
Change in Cash Flow Presentation | ||||
During the preparation of the unaudited financial statements as of and for the nine months ended September 30, 2014, the Company noted that the classification of an earn-out payment was presented as “cash flows used in operating activities” instead of “cash flows used in financing activities” in the previously reported cash flow statement as of and for the six months ended June 30, 2014. This payment was to settle contingent consideration of $12.6 million, made subsequent to the Company’s completion of the acquisition of Cetera during the second quarter of 2014, related to Cetera’s 2013 acquisition of Tower Square Securities, Inc. and Walnut Street Securities, Inc. The Company has evaluated the error in the classification of the earn-out payment as “cash flows used in operating activities” instead of “cash flows used in financing activities” and determined that it was not material to the previously issued unaudited financial statements for the six months ended June 30, 2014; however, the Company has appropriately classified this cash outflow in the unaudited financial statements as of and for the nine months ended September 30, 2014. The cash flow statement for the six months ended June 30, 2014, will be revised in the Company’s unaudited financial statements as of and for the six months ended June 30, 2015 to reflect the following: | ||||
June 30, 2014 | ||||
As reported: Net cash used by operating activities | $ | (43,274 | ) | |
Revised: Net cash provided used by operating activities | (30,609 | ) | ||
As reported: Net cash provided by financing activities | 1,381,419 | |||
Revised: Net cash provided by financing activities | 1,368,754 | |||
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. The Company had $223.1 million and $66.4 million in cash balances as of September 30, 2014 and December 31, 2013, respectively, that were in excess of the FDIC insured limits. | ||||
Restricted Cash | ||||
As of September 30, 2014, $24.0 million of restricted cash was held in escrow. The escrow account was required to be established by lenders under the Bank Facilities as a cash reserve to satisfy a potential cash liability of RCAP Holdings in respect of seller’s notes issued as part of the purchase consideration for the First Allied acquisition. Simultaneously with the establishment of the escrow account, the Company and RCAP Holdings entered into a reimbursement agreement whereby RCAP Holdings has agreed to reimburse the Company for any amounts released from the escrow to pay cash on exchange of the First Allied notes. When RCAP Holdings satisfies any portion of its obligations under the First Allied notes, whether through cash or stock, the proportionate amount of the restricted cash may be released from the escrow to the Company. | ||||
Cash and Segregated Securities | ||||
Cash and segregated securities represents cash and securities deposited by customers and funds accruing to customers as a result of trades or contracts that the Company’s registered broker-dealers segregate in separate accounts on behalf of customers pursuant to the requirements of SEC Rule 15c3-3. | ||||
Available-For-Sale Securities | ||||
The Company has investments in mutual funds managed by related parties. The Company treats these securities as available-for-sale securities with unrealized gains (losses) recorded in other comprehensive income (loss) and realized gains (losses) recorded in earnings. See Notes 4 and 5 for more information. | ||||
Trading Securities | ||||
The Company’s trading securities are carried at fair value with realized and unrealized gains and losses recognized in other revenue in the consolidated statement of income. Trading securities are recorded on a trade date basis. Dividend income on trading securities is recorded when declared. Interest income on trading securities is recorded when earned. See Note 4 for more information. | ||||
Fees and Commissions Receivable | ||||
Fees and commissions receivable includes 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 entity under common control, AR Capital, LLC, and other sponsors. | ||||
Receivables from Brokers, Dealers and Clearing Organizations and Other | ||||
Receivables from brokers, dealers and clearing organizations and other include receivables that arise in the ordinary course of the Company’s brokerage activities. | ||||
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. | ||||
Fixed Assets | ||||
Fixed assets are recorded at cost, net of accumulated depreciation and amortization. Office furniture and equipment and computer hardware and software are depreciated on a straight-line basis over the estimated useful life which ranges from one to ten years. Leasehold improvements are amortized over the lesser of their useful lives or the term of the lease. See Note 7 for more information. | ||||
Deferred Compensation Plan Investments and Accrued Liabilities | ||||
The Company offers a plan to certain of its financial advisors which allows them to defer a portion of their compensation which earns a rate of return based on the financial advisor’s selection of investments. In order to economically hedge this exposure, the Company invests in money market, international, U.S. equity and U.S. fixed income funds which are measured at fair value. The liability to the financial advisors is recorded in deferred compensation plan accrued liabilities and the related economic hedges are recorded in deferred compensation plan investments in the consolidated statement of financial condition. See Notes 4 and 20 for more information. | ||||
Notes Receivable | ||||
The Company loans money to certain of its financial advisors under two types of promissory note agreements, which bear interest at various rates and have various maturities. Such agreements include forgivable promissory notes and payback promissory notes. Management establishes an allowance that it believes is sufficient to cover any probable losses. When establishing this allowance, management considers a number of factors, including its ability to collect from the financial advisor and the Company’s historical experience in collecting on such transactions. The notes receivable were acquired through the recent acquisitions and the Company has determined that these loans are not impaired. See Note 6 for more information. | ||||
Deferred Financing Fees | ||||
The Company incurs expenses in connection with registering and issuing debt securities and bank debt and equity securities to finance its recent and pending acquisitions. For debt issuances, direct costs are deferred until the debt is issued at which point they are 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 are recorded as a reduction of the proceeds in additional paid-in capital. | ||||
Goodwill and Identifiable Intangible Assets | ||||
Goodwill represents the amount by which the purchase price exceeds the fair value of the net tangible and intangible assets of an acquired company on the date of acquisition. Intangible assets, primarily financial advisor relationships, trade names and non-compete agreements, are recorded at their fair value at the completion of an acquisition. Goodwill and indefinite-lived intangible assets are reviewed annually for impairment as of October 31. The Company’s indefinite-lived intangible assets are comprised of a distribution network of registered investment advisers (“RIAs”) and broker-dealers. Intangible assets that do not have indefinite lives are amortized over their useful lives and reviewed for impairment annually. | ||||
The goodwill and intangible assets from each acquisition were determined by an independent valuation company and reviewed by the Company using estimates such as future revenues attributable to financial advisors and the financial advisors’ client retention rates which were used to derive economic cash flows that were fair valued at an appropriate rate of return over their respective useful lives. See Note 8 for more information. | ||||
Derivative Contracts | ||||
On April 29, 2014, the Company entered into a series of contemporaneous transactions, as described below, that qualify as derivative contracts or include derivative contracts. These derivative contracts include a put/call agreement, which is a free-standing derivative contract, and embedded derivative contracts related to the Company’s issuance of convertible notes and convertible preferred stock (“hybrid instruments”). The embedded derivative contracts’ features require separate accounting as derivative instruments; therefore, the issuance proceeds for the convertible note and convertible preferred stock were first allocated to the fair value of the put/call agreement and then, on a relative fair value basis, to the hybrid instruments. The proceeds allocated to each hybrid instrument were then attributed between the host contract and the embedded derivative contracts. These derivative contracts are carried at their fair value with changes in fair value reflected in other revenues in the consolidated statements of income. See Notes 4 and 10 for more information. | ||||
Contingent and Deferred Consideration | ||||
Contingent consideration, also referred to as earn-outs, and deferred payments represent future payments of cash or equity interests to the former owners of the businesses acquired in the recent acquisitions and are initially recorded at fair value in the consolidated statements of financial condition. Contingent consideration is subsequently remeasured each reporting period at fair value with the change in the fair value recorded in other expenses on the consolidated statement of income. | ||||
Preferred Stock | ||||
On April 29, 2014, the Company issued shares of convertible preferred stock in a private placement. Based on the convertible preferred stock’s redemption and conversion features, the Company has classified the convertible preferred stock as mezzanine equity on the statement of financial condition. The Company’s convertible preferred stock is convertible, at the holder’s option, into shares of Class A common stock. See Notes 10 and 11 for more information. | ||||
Acquisition Accounting | ||||
The Company accounts for its acquisitions using the purchase method of accounting except for the First Allied acquisition which was accounted for at historical cost. | ||||
Under the purchase method of accounting the purchase price is preliminarily allocated to the acquiree’s assets and liabilities at fair value and any excess purchase price is then attributed to identifiable intangible assets and goodwill. The preliminary purchase price allocation may be modified as more information is obtained for a period of no more than one year. For acquisitions accounted for under the purchase method, the results of operations of the acquiree are included in the Company’s results from the day after the acquisition closed and prior period financial statements are not restated. | ||||
The Company’s acquisition of First Allied was accounted for at historical cost in a manner similar to a pooling-of-interest accounting because First Allied and the Company were under the common control of RCAP Holdings immediately following the acquisition of First Allied by RCAP Holdings. Beginning with the Company’s financial statements for the quarter ended June 30, 2014, the Company has presented recast financial information for the relevant periods to reflect the results of operations and financial position of First Allied as if the Company had acquired it on September 25, 2013, the date that First Allied was acquired by RCAP Holdings. The acquisition of First Allied by RCAP Holdings was accounted for by RCAP Holdings using the purchase method of accounting; therefore, the purchase price was allocated to First Allied’s assets and liabilities at fair value and any excess purchase price was then attributed to intangible assets and goodwill. When the Company acquired First Allied from RCAP Holdings, no additional intangible assets or goodwill were recorded. | ||||
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 | ||||
The Company, through certain of its broker-dealer subsidiaries, 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. The Company 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 reallowed as commissions, in accordance with industry practices. Commission percentages are generally established in the issuers’ offering documents leaving the Company no discretion as to the payment of commissions. Commission revenues and related expenses are recorded on a trade date basis as securities transactions occur. | ||||
The Company, serving as a dealer manager, receives fees and compensation in connection with the wholesale distribution of registered non-traded securities. The Company contracts directly with independent broker-dealers and RIAs to solicit share subscriptions. The non-traded securities are offered on a “best efforts” basis and the Company is not obligated to underwrite or purchase any shares for its own account. The Company 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 RIAs. The Company 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 its distributors. The goal of the analysis is to determine which entity is the primary obligor in the arrangement. After weighing many indicators, including the Company’s position as the exclusive distributor or dealer manager primarily responsible for the distribution of its customers’ shares, its discretion in supplier selection, that our distributors 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 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 the Company 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 3.0%) 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 continues 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. | ||||
Retail Commissions | ||||
The Company records commissions received from securities transactions on a trade-date basis. Commissions from mutual funds, variable annuities, and insurance product purchases transacted directly with the product manufacturers, as well as mutual fund and annuity trailers are estimated for each accounting period. Commissions payable related to these transactions are recorded based upon estimated payout ratios for each product as commission revenue is accrued. | ||||
Investment Banking Fees | ||||
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. | ||||
Advisory Fees and Asset-Based Fees | ||||
The Company provides investment advisory services to clients. Fees for the services are based on the value of the clients’ portfolios and are generally billed in advance at the beginning of each quarter. The fees are then recognized ratably over the period earned. Asset-based fees include amounts earned related to client sweep account investments, omnibus processing and networking services, and reimbursements and allowances from product providers related to the sale and custody of their products and are recognized when earned. | ||||
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. | ||||
Investment Fee Revenue | ||||
The Company earns management and servicing fees from the investment companies for which it serves as investment adviser. Management and servicing fees are recognized when earned and are calculated monthly or quarterly, as applicable, as a percentage of the aggregate net assets of the funds under management. | ||||
Transaction and Other Fees | ||||
The Company charges transaction fees for executing transactions on client accounts. Transaction-related charges are recognized on a trade-date basis. Other fee revenue includes fees charged to clients such as individual retirement account maintenance fees, margin interest and confirmation fees, as well as fees charged to financial advisors for contracted services such as affiliation and transaction fees. Other fees are recognized as earned. | ||||
Other Revenues | ||||
Other revenues include changes in the fair value of the Company’s derivatives contracts, the deferred compensation plan investments and trading securities. See Notes 4 and 10 for more information. | ||||
Share-Based Compensation | ||||
The Company grants restricted stock awards to certain employees under the RCS Capital Corporation Equity Plan (the “RCAP 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 5 years based on grant date fair value of the awards. | ||||
The Company has also granted restricted stock awards to certain employees of related parties under the RCAP 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 were 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. | ||||
On June 10, 2014, RCAP Holdings and RCAP Equity, LLC, as the holders of 68.97% of the combined voting power of the Company’s outstanding common stock, approved the Company’s 2014 Stock Purchase Program (the “Stock Purchase Program”). The Stock Purchase Program became effective on June 30, 2014. The purpose of the Stock Purchase Program is to enable select employees, financial advisors and executive officers of the Company and its affiliates and of subsidiaries of the Company that are part of the Company’s retail advice platform (“Eligible Individuals”) to acquire proprietary interests in the Company through the ownership of Class A common stock. The Stock Purchase Program is not intended to qualify as an “employee stock purchase plan” under Section 423 of the Internal Revenue Code of 1986, as amended (the “Code”), and any warrants granted under the Stock Purchase Program are not intended to qualify as “incentive stock options” under Section 422 of the Code. Up to 4,000,000 shares of Class A common stock may be sold to Eligible Individuals or may be issued under warrants granted under the Stock Purchase Program. The Company recognizes the expense in internal commissions, payroll and benefits expense in the consolidated statement of income on a straight line basis over the three-year vesting period based on the grant date fair value of warrants issued to employees. For warrants issued to non-employees, the Company remeasures the fair value at each reporting date and the amortization of the expense is adjusted accordingly and recognized over the remaining vesting period. | ||||
The First Allied Holdings 2013 Restricted Unit Plan (the “FA RSU Plan”) provides for the grant of phantom stock which was issued to certain employees in connection with the acquisition of First Allied by RCAP Holdings. Pursuant to the terms of the FA RSU Plan, the phantom stock vests equally on each of the first three anniversaries of the acquisition of First Allied by RCAP Holdings. The FA RSU Plan is accounted for using the liability method. | ||||
See Note 13 for more information on the Company’s share-based compensation. | ||||
Interest Expense | ||||
Interest expense includes interest expense on the Company’s bank debt and convertible notes which were issued at a discount. The Company amortizes the discount using the effective interest rate method. See Note 9 for more information. | ||||
Income Taxes | ||||
The Company files federal and state income tax returns. Realty Capital Securities, ANST and RCS Advisory were treated as disregarded entities up to the date of the subsidiary reorganization (June 10, 2013) and as partnerships for federal and state income tax purposes through the date of the amendment to the Exchange Agreement (August 5, 2014). All income and expense earned by Realty Capital Securities, ANST and RCS Advisory flowed through to their owner through the date of reorganization. The Company was a 9.4% owner of these partnerships from the date of the subsidiary reorganization on June 10, 2013 through the date of the Restructuring Transactions (February 11, 2014). From the date of the Restructuring Transactions (February 11, 2014) through the date of the amendment to the Exchange Agreement (August 5, 2014), the Company was an owner of all but a de minimis amount of these partnerships. As part of the amendment to the Exchange Agreement, no more Class B Units in any of Realty Capital Securities, ANST and RCS Advisory are outstanding and 100% of the voting and economics interests in the Original Operating Subsidiaries are now held by the Company, indirectly, through RCS Holdings’ ownership of the Class A units resulting in Realty Capital Securities, ANST and RCS Advisory being treated as disregarded entities. 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(s). Hatteras, SK Research, J.P. Turner, StratCap and Trupoly are generally treated as disregarded tax entities post-acquisition. Summit, Cetera, First Allied, ICH and other entities will likely join in a newly formed consolidated group. | ||||
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 its 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 14 for more information. | ||||
Reportable Segments | ||||
During the second quarter of 2014, the Company’s internal reporting was revised and is now organized into six segments as follows: | ||||
• | Independent Retail Advice, which is comprised of Cetera, Summit, J.P. Turner, First Allied and ICH (following the completion of the VSR and Girard acquisitions, this segment will also include VSR and Girard) | |||
• | Wholesale Distribution, which is comprised of Realty Capital Securities, excluding its investment banking division, and StratCap | |||
• | Investment Banking, Capital Markets and Transaction Management Services, which is comprised of the investment banking division of Realty Capital Securities, RCS Advisory and ANST (following the completion of the Docupace acquisition, this segment will also include Docupace) | |||
• | Investment Management, which is comprised of Hatteras | |||
• | Investment Research, which is comprised of SK Research | |||
• | Corporate and Other | |||
See Note 21 for more information on the Company’s segments. | ||||
Recently Issued Accounting Pronouncements | ||||
In May 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update 2014-09, “Revenue from Contracts with Customers” (“ASU 2014-09”) to clarify the principles for recognizing revenue and to develop a common revenue standard for US GAAP and International Financial Reporting Standards. For public entities, the amendments are effective for annual reporting periods beginning after December 15, 2016, including interim periods within that reporting period. Early application is not permitted. The Company is still evaluating the impact of ASU 2014-09. |
Fair_Value_Disclosures
Fair Value Disclosures | 9 Months Ended | |||||||||||||||||||||||
Sep. 30, 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. | ||||||||||||||||||||||||
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. The Company assumes all transfers occur at the beginning of the quarterly reporting period in which they occur. For the nine months ended September 30, 2014 and September 30, 2013 there were no transfers between Levels 1, 2 and 3. | ||||||||||||||||||||||||
Cash equivalents include money market mutual fund instruments, which are short term in nature with readily determinable values derived from active markets. Mutual funds, substantially all deferred compensation plan investments and publicly traded securities with sufficient trading volume are fair valued by management using quoted prices for identical instruments in active markets. Accordingly, these securities are primarily classified within Level 1. Government bonds, U.S. Treasury securities, corporate bonds, certificates of deposit and mutual funds in the deferred compensation plan are fair valued by management using references to prices for similar instruments, quoted prices or recent transactions in less active markets and these securities are primarily classified within Level 2. The Company’s free-standing and embedded derivative contracts are not traded on an exchange. Consequently, the fair value was determined by a third-party valuation company and reviewed by the Company based on a Monte Carlo simulation that incorporates assumptions including duration, probability of redemption, the volatility of the market price of Class A common stock, the risk free rate of interest and the discount rate. The derivative contracts are classified as Level 3 in the Company’s fair value hierarchy. | ||||||||||||||||||||||||
The fair value of the Company’s investments in private equity funds is based on the net asset value (“NAV”) as a practical expedient since there is no readily available market. Adjustments to the NAV would be considered if it was probable that the private equity funds would be sold at a value materially different than the reported NAV. The private equity funds do not have notice periods, or restrictions on redemptions. The private equity funds primarily invest in nonpublic companies and other private equity funds, and distributions from will be received as the underlying investments of the funds are liquidated. The Company also holds an investment in a REIT whose fair value is based on NAV. Accordingly, investments in private equity funds and the REIT are classified as Level 3 in the Company’s fair value hierarchy. | ||||||||||||||||||||||||
Pursuant to the terms of the related purchase agreements, the Company is obligated to pay contingent consideration to the sellers of J.P. Turner, Hatteras and StratCap and contingent consideration related to acquisitions made by First Allied prior to its acquisition by RCAP Holdings in September 2013. As of September 30, 2014, the Company estimated the fair value of future payments of contingent consideration to be $138.3 million. See Note 3 for more information. As of December 31, 2013, the Company had an estimated $2.2 million in contingent consideration related to acquisitions made by First Allied. | ||||||||||||||||||||||||
The Company estimated the fair value of the contingent consideration at the close of the transactions using discounted cash flows. The fair value of the contingent consideration was based on financial forecasts determined by management that included assumptions about growth in assets under administration, assets under management, earnings, financial advisor retention and discount rates. The financial targets are sensitive to financial advisor retention, market fluctuations and the ability of financial advisors to grow their businesses. The Company evaluates the actual progress toward achieving the financial targets quarterly and adjusts the estimated fair value of the contingent consideration based on the probability of achievement, with any changes in fair value recognized in earnings. Accordingly, the contingent consideration is classified as Level 3 in the Company’s fair value hierarchy. | ||||||||||||||||||||||||
The Company’s fair value hierarchy for those assets measured at fair value on a recurring basis by product category as of September 30, 2014 are as follows (in thousands): | ||||||||||||||||||||||||
Level 1 | Level 2 | Level 3 | Total | |||||||||||||||||||||
Assets: | ||||||||||||||||||||||||
Cash equivalents - money market funds | $ | 104,622 | $ | — | $ | — | $ | 104,622 | ||||||||||||||||
Securities segregated under federal and other regulations: | ||||||||||||||||||||||||
U.S. treasury securities | — | 19,009 | — | 19,009 | ||||||||||||||||||||
Available-for-sale securities: | ||||||||||||||||||||||||
Mutual funds | 11,193 | — | — | 11,193 | ||||||||||||||||||||
Total available-for-sale | 11,193 | — | — | 11,193 | ||||||||||||||||||||
Trading securities: | ||||||||||||||||||||||||
Equity securities | 175 | — | — | 175 | ||||||||||||||||||||
Mutual funds | 8,783 | — | — | 8,783 | ||||||||||||||||||||
Certificate of deposits | 39 | 15 | — | 54 | ||||||||||||||||||||
U.S. government bonds | 2 | 10 | — | 12 | ||||||||||||||||||||
State and municipal bonds | 541 | 254 | — | 795 | ||||||||||||||||||||
Corporate bonds | 20 | 50 | — | 70 | ||||||||||||||||||||
Other | — | — | 476 | 476 | ||||||||||||||||||||
Total trading securities | 9,560 | 329 | 476 | 10,365 | ||||||||||||||||||||
Deferred compensation plan investments: | ||||||||||||||||||||||||
Money market fund | 4,676 | — | — | 4,676 | ||||||||||||||||||||
International global funds | 15,878 | — | — | 15,878 | ||||||||||||||||||||
U.S. equity funds | 46,307 | — | — | 46,307 | ||||||||||||||||||||
U.S. fixed-income funds | 12,752 | — | — | 12,752 | ||||||||||||||||||||
Mutual funds | — | 2,586 | — | 2,586 | ||||||||||||||||||||
Total funds securities | 79,613 | 2,586 | — | 82,199 | ||||||||||||||||||||
Prepaid expenses and other assets - oil and gas interests | — | — | 333 | 333 | ||||||||||||||||||||
Total | $ | 204,988 | $ | 21,924 | $ | 809 | $ | 227,721 | ||||||||||||||||
Liabilities: | ||||||||||||||||||||||||
Derivative contracts | $ | — | $ | — | $ | 132,025 | (1) | $ | 132,025 | |||||||||||||||
Other liabilities: | ||||||||||||||||||||||||
Equity securities | 238 | — | — | 238 | ||||||||||||||||||||
Mutual funds and unit investment trusts | 9 | — | — | 9 | ||||||||||||||||||||
State and municipal government obligations | 131 | — | — | 131 | ||||||||||||||||||||
Corporate and other debt | 20 | — | — | 20 | ||||||||||||||||||||
Certificates of deposit | 68 | — | — | 68 | ||||||||||||||||||||
Contingent consideration | — | — | 108,056 | (2) | 108,056 | |||||||||||||||||||
Total | $ | 466 | $ | — | $ | 240,081 | $ | 240,547 | ||||||||||||||||
_____________________ | ||||||||||||||||||||||||
(1) Includes $14.2 million of derivatives classified in long-term debt. | ||||||||||||||||||||||||
(2) Excludes deferred payments. | ||||||||||||||||||||||||
The Company’s fair value hierarchy for those assets measured at fair value on a recurring basis by product category as of December 31, 2013 are as follows (in thousands): | ||||||||||||||||||||||||
Level 1 | Level 2 | Level 3 | Total | |||||||||||||||||||||
Assets: | ||||||||||||||||||||||||
Available-for-sale securities: | ||||||||||||||||||||||||
Mutual funds | $ | 8,528 | $ | — | $ | — | $ | 8,528 | ||||||||||||||||
Total available-for-sale | 8,528 | — | — | 8,528 | ||||||||||||||||||||
Trading securities: | ||||||||||||||||||||||||
Mutual funds | 7,708 | — | — | 7,708 | ||||||||||||||||||||
Total trading securities | 7,708 | — | — | 7,708 | ||||||||||||||||||||
Total | $ | 16,236 | $ | — | $ | — | $ | 16,236 | ||||||||||||||||
Liabilities: | ||||||||||||||||||||||||
Other liabilities: | ||||||||||||||||||||||||
Equity securities | $ | 238 | $ | — | $ | — | $ | 238 | ||||||||||||||||
State and municipal government obligations | 51 | — | — | 51 | ||||||||||||||||||||
Certificates of deposit | 20 | — | — | 20 | ||||||||||||||||||||
Contingent consideration | — | — | 2,180 | 2,180 | ||||||||||||||||||||
Total | $ | 309 | $ | — | $ | 2,180 | $ | 2,489 | ||||||||||||||||
The following table presents changes during the nine months ended September 30, 2014 in Level 3 assets and liabilities measured at fair value on a recurring basis, and the realized and unrealized gains and losses related to the Level 3 assets and liabilities in the statement of financial condition as of September 30, 2014 (in thousands): | ||||||||||||||||||||||||
Fair value as of | Net realized and unrealized gains and (losses) | Purchases | Issuances and accretions | Settlements | Fair value as of | |||||||||||||||||||
31-Dec-13 | 30-Sep-14 | |||||||||||||||||||||||
Assets: | ||||||||||||||||||||||||
Trading securities- other | $ | — | $ | (1 | ) | $ | 477 | $ | — | $ | — | $ | 476 | |||||||||||
Prepaid expenses and other assets - oil and gas interests | — | — | 372 | — | 39 | 333 | ||||||||||||||||||
Total | $ | — | $ | (1 | ) | $ | 849 | $ | — | $ | 39 | $ | 809 | |||||||||||
Liabilities: | ||||||||||||||||||||||||
Derivative contracts | $ | — | $ | 30,589 | $ | — | $ | 162,614 | $ | — | $ | 132,025 | ||||||||||||
Contingent consideration | 2,180 | (4,129 | ) | 12,868 | 102,095 | 13,216 | 108,056 | |||||||||||||||||
Total | $ | 2,180 | $ | 26,460 | $ | 12,868 | $ | 264,709 | $ | 13,216 | $ | 240,081 | ||||||||||||
The realized and unrealized gains and losses on derivative contracts and contingent consideration are included in other revenues and other expenses, respectively, in the consolidated statements of income. | ||||||||||||||||||||||||
The following table presents information about the significant unobservable inputs used for recurring fair value measurements for certain Level 3 instruments as of September 30, 2014 (dollars in thousands): | ||||||||||||||||||||||||
Fair value | Valuation technique | Unobservable inputs | ||||||||||||||||||||||
Assets: | ||||||||||||||||||||||||
Trading securities- other- private equity fund | $ | 119 | Net asset value (NAV) | Net asset value (NAV) | ||||||||||||||||||||
Trading securities- other- REIT | $ | 357 | Net asset value (NAV) | Net asset value (NAV) | ||||||||||||||||||||
Prepaid expenses and other assets - oil and gas interests | $ | 333 | Discounted cash flows | 10% discount rate | ||||||||||||||||||||
Liabilities: | ||||||||||||||||||||||||
Derivative contracts | $ | 132,025 | Monte Carlo | Inputs for convertible notes and convertible preferred stock respectively: | ||||||||||||||||||||
- Duration: 7.09 years, perpetual | ||||||||||||||||||||||||
- Discount factor: 55.0%, 55.0% | ||||||||||||||||||||||||
- Volatility: 30%, 30% | ||||||||||||||||||||||||
- Risk free rate of interest: 2.23%, 3.2% | ||||||||||||||||||||||||
- Discount rate: 11.23%, 14.2% | ||||||||||||||||||||||||
Inputs for the put option: | ||||||||||||||||||||||||
- Volatility: 30% | ||||||||||||||||||||||||
- Exercise date: June 10, 2033 | ||||||||||||||||||||||||
- Risk free rate: 2.94% | ||||||||||||||||||||||||
Contingent consideration | $ | 108,056 | Discounted cash flow | J.P. Turner: | ||||||||||||||||||||
- Probability exceeding percentage threshold: 55.4% to 100% | ||||||||||||||||||||||||
- Present value factor: 0.68 to 0.91 | ||||||||||||||||||||||||
Hatteras: | ||||||||||||||||||||||||
- Projected earnings: $11.4 million to $20.0 million, December 31, 2016 and 2018, respectively | ||||||||||||||||||||||||
- Discounted rates based on the estimated weighted average cost of capital (WACC): 0.482 to 0.671 | ||||||||||||||||||||||||
StratCap: | ||||||||||||||||||||||||
- Projected earn-out payments: EBITDA multiples for 2015 and 2016. | ||||||||||||||||||||||||
- Present value factor: 0.613 to 0.754 | ||||||||||||||||||||||||
- Probability adjustment: 25.0%, 50%, 25.0% for Low Case, Base Case, and High Case, respectively. | ||||||||||||||||||||||||
The following table presents information related to the Company’s investments in private equity funds that calculate NAV per share as of September 30, 2014. For these investments, which are measured at fair value on a recurring basis, the Company used the NAV per share as a practical expedient to measure fair value (in thousands): | ||||||||||||||||||||||||
Investment Category Includes | Fair Value Using Net Asset Value Per Share | Unfunded Commitments | ||||||||||||||||||||||
Trading securities- other- private equity | Investments in private equity funds | $ | 119 | $ | 9 | |||||||||||||||||||
Trading securities- other- REIT | Investment in a REIT | 357 | — | |||||||||||||||||||||
The following table presents information about the carrying values and fair values by fair value hierarchy for convertible notes, convertible preferred stock, and first and second lien term loan facility where the ending balance was carried at amortized cost as of September 30, 2014. There were no such instruments as of December 31, 2013. | ||||||||||||||||||||||||
Fair Value | ||||||||||||||||||||||||
Carrying value | Level 1 | Level 2 | Level 3 | |||||||||||||||||||||
Convertible notes | $ | 60,512 | $ | — | $ | — | $ | 84,525 | ||||||||||||||||
Convertible preferred stock | 275,510 | — | — | 137,110 | ||||||||||||||||||||
First lien term facility | 562,576 | — | — | 569,232 | ||||||||||||||||||||
Second lien term facility | 147,845 | — | — | 152,250 | ||||||||||||||||||||
Total | $ | 1,046,443 | $ | — | $ | — | $ | 943,117 | ||||||||||||||||
The Company estimated the fair value of the convertible notes and convertible preferred stock at the close of the period using the conversion price, conversion period, equity volatility, risk-free rate, credit spread, and discount rate as the primary inputs. The convertible notes and convertible preferred stock are classified as Level 3 in the Company’s fair value hierarchy. The fair value of the Company’s first and second lien term debt facilities were determined based upon indicative market data obtained from a third party that makes markets in these financial instruments. As of September 30, 2014, the first and second lien term debt facilities were classified as Level 3 of the fair value hierarchy due to a lack of adequate observable market activity related to these financial instruments. |
AvailableforSale_Securities
Available-for-Sale Securities | 9 Months Ended | |||||||||||||||||||||||||||
Sep. 30, 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 September 30, 2014 and December 31, 2013 (in thousands): | ||||||||||||||||||||||||||||
Fair value at December 31, 2013 | Purchases(1) | Sales | Realized Gains | Unrealized Gains | Fair value at September 30, 2014 | Cost | ||||||||||||||||||||||
Mutual funds | $ | 8,528 | $ | 11,225 | $ | 9,013 | $ | 171 | $ | 282 | $ | 11,193 | $ | 11,420 | ||||||||||||||
_____________________ | ||||||||||||||||||||||||||||
(1) Includes $0.1 million of purchases under dividend reinvestment programs. | ||||||||||||||||||||||||||||
The following table presents information about the Company’s available-for-sale securities as of September 30, 2013 and December 31, 2012 (amounts in thousands): | ||||||||||||||||||||||||||||
Fair value at December 31, 2012 | Purchases | Sales | Realized Losses | Unrealized Losses | Fair value at September 30, 2013 | Cost | ||||||||||||||||||||||
Mutual funds | $ | — | $ | 10,000 | $ | 1,000 | $ | 59 | $ | 345 | $ | 8,596 | $ | 8,941 | ||||||||||||||
Note_Receivable
Note Receivable | 9 Months Ended | |||||||
Sep. 30, 2014 | ||||||||
Receivables [Abstract] | ' | |||||||
Notes receivable | ' | |||||||
Notes Receivable | ||||||||
The Company loans money to certain of its financial advisors under two types of promissory note agreements, which bear interest at various rates and have various maturities. Such agreements include forgivable notes and payback notes. Management establishes an allowance that it believes is sufficient to cover any probable losses. When establishing this allowance, management considers a number of factors, including its ability to collect from the financial advisor and the Company’s historical experience in collecting on such transactions. | ||||||||
Payback notes are promissory notes extended primarily to financial advisors with the obligation to pay back the principal and accrued interest. | ||||||||
The forgivable notes contain provisions for forgiveness of principal and accrued interest if the financial advisor meets specified revenue production levels or length of service. The forgiveness determination is made at specified intervals that coincide with scheduled principal and interest payments. The Company amortizes the principal balance of the forgivable notes along with accrued interest as commission expense ratably over the contractual term of the notes. In the event the financial advisor does not meet the specified production level, the scheduled principal and interest are due. The Company intends to hold the notes for the term of the agreements. | ||||||||
The Company monitors its outstanding notes on a monthly basis to identify potential credit loss and impairment. Notes receivable are considered impaired when, based upon current information and events, management estimates it is probable that the Company will be unable to collect amounts due according to the terms of the promissory note. Criteria used to determine if impairment exists include, but are not limited to: historical payment and collection experience of the individual loan, historical production levels, the probability of default on the loan, status of the representative’s affiliation agreement with the Company, and, or any regulatory or legal action related to the representative. | ||||||||
The Company’s notes receivable for the nine months ended September 30, 2014 and the year ended December 31, 2013, were as follows (in thousands): | ||||||||
30-Sep-14 | 31-Dec-13 | |||||||
Beginning balance | $ | 13,270 | $ | 8,547 | ||||
Originated loans | 15,116 | 5,636 | ||||||
Acquired loans | 43,108 | — | ||||||
Collections | (4,421 | ) | (363 | ) | ||||
Forgiveness/amortization | (5,402 | ) | (573 | ) | ||||
Accretion | 3,815 | 6 | ||||||
Allowance | (556 | ) | 17 | |||||
Ending balance | $ | 64,930 | $ | 13,270 | ||||
As of September 30, 2014, notes receivable included $21.2 million of forgivable loans and $43.7 million of payback loans. As of December 31, 2013, notes receivable included $11.1 million of forgivable loans and $2.2 million of payback loans. All of the Company’s outstanding notes receivable as of December 31, 2013 relate to First Allied. | ||||||||
The following table presents the Company’s allowance for uncollectible amounts due from financial advisors for the nine months ended September 30, 2014 and the year ended December 31, 2013 (in thousands): | ||||||||
30-Sep-14 | 31-Dec-13 | |||||||
Beginning balance | $ | 424 | $ | 441 | ||||
Provision for bad debt | 845 | — | ||||||
Charge off - net of recoveries | (289 | ) | (17 | ) | ||||
Total change | 556 | (17 | ) | |||||
Ending balance | $ | 980 | $ | 424 | ||||
Fixed_Assets
Fixed Assets | 9 Months Ended | |||||||
Sep. 30, 2014 | ||||||||
Property, Plant and Equipment [Abstract] | ' | |||||||
Fixed Assets | ' | |||||||
Fixed Assets | ||||||||
The Company’s fixed assets as of September 30, 2014 and December 31, 2013 consisted of the following (in thousands): | ||||||||
30-Sep-14 | 31-Dec-13 | |||||||
Office furniture and equipment | $ | 3,137 | $ | 1,007 | ||||
Computer software and hardware | 18,758 | 854 | ||||||
Leasehold improvements | 2,609 | 372 | ||||||
Total fixed assets | 24,504 | 2,233 | ||||||
Less: Accumulated depreciation and amortization | 3,057 | 350 | ||||||
Fixed assets - net | $ | 21,447 | $ | 1,883 | ||||
For the three and nine months ended September 30, 2014 the Company recorded $1.2 million and $3.2 million, respectively, in depreciation and amortization expense. For the three and nine months ended September 30, 2013 the Company recorded $0.01 million and $0.1 million, respectively, in depreciation and amortization expense. |
Goodwill_and_Intangible_Assets
Goodwill and Intangible Assets | 9 Months Ended | |||||||||||||||
Sep. 30, 2014 | ||||||||||||||||
Goodwill and Intangible Assets Disclosure [Abstract] | ' | |||||||||||||||
Goodwill and Intangible Assets | ' | |||||||||||||||
Goodwill and Intangible Assets | ||||||||||||||||
The Company’s indefinite-lived intangible assets are comprised of a distribution network of RIAs and broker-dealers. The Company’s goodwill and intangible assets as of December 31, 2013 relate to First Allied. The following table presents the Company’s goodwill and intangible assets net of accumulated amortization as of September 30, 2014 and December 31, 2013 (in thousands): | ||||||||||||||||
30-Sep-14 | 31-Dec-13 | |||||||||||||||
Goodwill | $ | 475,261 | $ | 79,986 | ||||||||||||
Indefinite-lived intangible assets | 3,210 | (1) | — | |||||||||||||
Finite-lived intangible assets: | ||||||||||||||||
Financial advisor relationships | 989,410 | 69,698 | ||||||||||||||
Sponsor relationships | 111,954 | — | ||||||||||||||
Trade names | 63,917 | — | ||||||||||||||
Investment management agreements | 46,407 | — | ||||||||||||||
Customer relationships | 11,579 | 12,409 | ||||||||||||||
Non-competition agreements | 6,472 | 898 | ||||||||||||||
Intellectual property and internally developed software | 16,517 | — | ||||||||||||||
Total intangible assets | 1,249,466 | 83,005 | ||||||||||||||
Total goodwill and intangible assets | $ | 1,724,727 | $ | 162,991 | ||||||||||||
_____________________ | ||||||||||||||||
(1) As of June 30, 2014, the Company classified trade names as an indefinite-lived intangible asset. The Company finalized its assessment of the useful life of the trade names and concluded that they were finite-lived rather than indefinite-lived intangible assets. The remaining indefinite-lived intangible assets are comprised of a distribution network of RIAs and broker-dealers. | ||||||||||||||||
Goodwill associated with each acquisition is allocated to the segments, based on how the Company manages its segments. The following table presents the goodwill by segment (in thousands): | ||||||||||||||||
30-Sep-14 | 31-Dec-13 | |||||||||||||||
Independent Retail Advice | $ | 432,202 | $ | 79,986 | ||||||||||||
Wholesale Distribution | 26,956 | — | ||||||||||||||
Investment Management | 15,348 | — | ||||||||||||||
Corporate and Other | 755 | — | ||||||||||||||
Total goodwill | $ | 475,261 | $ | 79,986 | ||||||||||||
The following table presents the change in the carrying amount of goodwill from December 31, 2013 to September 30, 2014 (in thousands): | ||||||||||||||||
Balance as of December 31, 2013 | Acquisitions | Subsequent Adjustments (1) | Balance as of September 30, 2014 | |||||||||||||
First Allied acquisition | $ | 79,986 | $ | — | $ | — | $ | 79,986 | ||||||||
Cetera acquisition | — | 259,646 | 30,929 | (2) | 290,575 | |||||||||||
Summit acquisition | — | 28,997 | (5,983 | ) | (3) | 23,014 | ||||||||||
J.P. Turner acquisition | — | 11,265 | 1,178 | (4) | 12,443 | |||||||||||
Hatteras acquisition | — | 15,348 | — | 15,348 | ||||||||||||
ICH acquisition | — | 26,184 | — | 26,184 | ||||||||||||
Trupoly acquisition | — | 755 | — | 755 | ||||||||||||
StratCap acquisition | — | 26,956 | — | 26,956 | ||||||||||||
Total goodwill | $ | 79,986 | $ | 369,151 | $ | 26,124 | $ | 475,261 | ||||||||
____________________ | ||||||||||||||||
(1) The Company allocates the purchase price of acquired entities to identifiable goodwill and intangible assets acquired based on their respective fair values. The Company has engaged independent appraisal experts to conduct the purchase price allocation; therefore, information regarding the amount, types of and useful lives of the intangibles, and consequently goodwill, are being finalized. | ||||||||||||||||
(2) During the three months ended September 30, 2014, Cetera’s goodwill increased $30.9 million due to additional information with respect to the preliminary acquisition date fair value of certain assets, specifically internally developed software, notes receivable and intangible assets. Additionally, the Company finalized its assessment of the useful life of the trade name and concluded that it was 30 years rather than indefinite. Accordingly, the Company recorded a deferred tax liability of $23.8 million with a related increase in Goodwill. | ||||||||||||||||
(3) During the three months ended September 30, 2014, Summit’s goodwill decreased $6.5 million due to additional information with respect to the preliminary acquisition date of the deferred tax liability. Additionally, the Company finalized its assessment of the fair value of the notes receivable resulting in a $0.5 million write-down. | ||||||||||||||||
(4) During the three months ended September 30, 2014, the Company’s total consideration for J.P. Turner increased $1.2 million due to additional information with respect to the terms of the purchase agreement, resulting in an increase to the goodwill. | ||||||||||||||||
Intangible Assets | ||||||||||||||||
The components of intangible assets as of September 30, 2014 are as follows (dollars in thousands): | ||||||||||||||||
Weighted-Average Life Remaining | Gross Carrying Value | Accumulated Amortization | Net Carrying Value | |||||||||||||
(in years) | ||||||||||||||||
Finite-lived intangible assets: | ||||||||||||||||
Financial advisor relationships | 13 | $ | 1,022,853 | $ | 33,443 | $ | 989,410 | |||||||||
Sponsor relationships | 9 | 113,000 | 1,046 | 111,954 | ||||||||||||
Trade names | 29 | 64,892 | 975 | 63,917 | ||||||||||||
Investment management agreements | 12 | 47,390 | 983 | 46,407 | ||||||||||||
Customer relationships | 12 | 12,686 | 1,107 | 11,579 | ||||||||||||
Non-competition agreements | 2 | 9,748 | 3,276 | 6,472 | ||||||||||||
Intellectual property and internally developed software | 7 | 17,222 | 705 | 16,517 | ||||||||||||
Total finite-lived intangible assets | 1,287,791 | 41,535 | 1,246,256 | |||||||||||||
Indefinite-lived intangible assets | N/A | 3,210 | N/A | 3,210 | ||||||||||||
Total intangible assets | $ | 1,291,001 | $ | 41,535 | $ | 1,249,466 | ||||||||||
The components of intangible assets as of December 31, 2013 are as follows (dollars in thousands): | ||||||||||||||||
Weighted-Average Life Remaining | Gross Carrying Value | Accumulated Amortization | Net Carrying Value | |||||||||||||
(in years) | ||||||||||||||||
Finite-lived intangible assets: | ||||||||||||||||
Financial advisor relationships | 13 | $ | 71,185 | $ | 1,487 | $ | 69,698 | |||||||||
Customer relationships | 13 | 12,686 | 277 | 12,409 | ||||||||||||
Non-competition agreements | 2 | 1,026 | 128 | 898 | ||||||||||||
Total finite-lived intangible assets | $ | 84,897 | $ | 1,892 | $ | 83,005 | ||||||||||
Total amortization expense for finite-lived intangible assets was $24.1 million and $39.6 million for the three and nine months ended September 30, 2014, respectively. Total amortization expense for finite-lived intangible assets was $0.1 million for each of the three and nine months ended September 30, 2013. Future amortization expense is estimated as follows (in thousands): | ||||||||||||||||
12 Months Ended September 30, | ||||||||||||||||
2014 | $ | 101,662 | ||||||||||||||
2015 | 97,295 | |||||||||||||||
2016 | 97,114 | |||||||||||||||
2017 | 97,015 | |||||||||||||||
2018 | 96,316 | |||||||||||||||
Thereafter | 756,854 | |||||||||||||||
Total | $ | 1,246,256 | ||||||||||||||
Goodwill and intangible assets established upon each acquisition were fair valued and were classified as Level 3 in the non-recurring fair value hierarchy. A substantial portion of the goodwill and intangible assets relate to acquisitions that closed during 2014. As a result, the carrying value of goodwill and intangible assets as of September 30, 2014 closely approximates fair value. Unobservable inputs considered in determining fair value at the acquisition date include the estimate and probability of future revenues attributable to financial advisors and retention rates which were used to derive economic cash flows that are present valued at an appropriate rate of return over their respective useful lives. |
LongTerm_Debt
Long-Term Debt | 9 Months Ended | |||||||||||
Sep. 30, 2014 | ||||||||||||
Debt Disclosure [Abstract] | ' | |||||||||||
Long-Term Debt | ' | |||||||||||
Long-Term Debt | ||||||||||||
Concurrently with the closing of the Cetera acquisition on April 29, 2014, the Company entered into the Bank Facilities: a $575.0 million senior secured first lien term loan facility, a $150.0 million senior secured second lien term loan facility and a $25.0 million senior secured first lien revolving credit facility. | ||||||||||||
The proceeds of the term facilities were used by the Company to pay a portion of the consideration paid in the Cetera acquisition, to refinance certain existing indebtedness and to pay related fees and expenses. The proceeds of the revolving facility are expected to be used for permitted capital expenditures, to provide for the ongoing working capital requirements and for general corporate purposes. On July 21, 2014, the Company utilized $1.1 million from the revolving credit facility in the form of a backstop letter of credit. | ||||||||||||
On April 29, 2014, the Company also issued $120.0 million aggregate principal amount of convertible notes in a private placement. The convertible notes are senior unsecured obligations that are effectively subordinate to the Bank Facilities, which are secured facilities, and any refinancing thereof. The convertible notes are convertible in $1,000 increments at the option of the holder, to the extent permitted by the Bank Facilities, into shares of Class A common stock, at a conversion price equal to $21.18 per share of Class A common stock, subject to adjustment. | ||||||||||||
Additionally, the Company also assumed $32.0 million in debt when it acquired First Allied. First Allied entered into an $18.0 million loan facility with Fifth Third Bank on November 1, 2011, of which $12.0 million was a term loan (the “FA Term Loan”) and $6.0 million is a revolving line of credit (the “FA Revolver”). The FA Revolver is also available for letters of credit. The FA Term Loan was amended and increased by $20.0 million to $32.0 million on January 2, 2013 in order to facilitate the purchase of Legend Group Holdings LLC. On July 28, 2014, the First Allied outstanding indebtedness including the FA Term Loan, the FA Revolver, unpaid interest and fees totaling $32.0 million was repaid by the Company as required by the terms of the Bank Facilities. | ||||||||||||
The Company also assumed $2.0 million in subordinated debt when it acquired ICH. The subordinated borrowings are covered by an agreement with ICH’s clearing firm approved by FINRA on March 8, 2013 and are thus available for computing net capital under the SEC’s uniform net capital rule. To the extent that such borrowings are required for ICH’s continued compliance with minimum net capital requirements, they may not be repaid. The subordinated borrowings mature on March 8, 2016. | ||||||||||||
The following table presents the Company’s long-term borrowings as of September 30, 2014 and December 31, 2013 and their contractual interest rates (dollars in thousands): | ||||||||||||
September 30, 2014 | December 31, 2013 | |||||||||||
Balance | Interest Rate | Balance | Interest Rate | |||||||||
First lien term facility | $ | 562,576 | 6.50% | $ | — | |||||||
Second lien term facility | 147,845 | 10.50% | — | |||||||||
Convertible notes | 74,716 | (1) | 5.00% | — | ||||||||
Subordinated borrowings | 2,000 | 8.25% | — | |||||||||
Other | — | 33,302 | (2) | 2.42% | ||||||||
Total borrowings | 787,137 | 33,302 | ||||||||||
Less: Current portion of borrowings | 36,869 | 3,200 | ||||||||||
Total long-term debt, net of current portion | $ | 750,268 | $ | 30,102 | ||||||||
_____________________ | ||||||||||||
(1) The Company’s convertible notes balance includes the fair value of the compound derivative of $14.2 million. | ||||||||||||
(2) The Company’s long-term borrowings as of December 31, 2013 relate to First Allied, of which, $28.8 million was outstanding under the FA Term Loan and $4.5 million was outstanding under the FA Revolver. | ||||||||||||
As of September 30, 2014, no amounts were outstanding under the senior secured first lien revolving facility (other than the backstop). This revolving facility has a term of three years and an initial interest rate equal to LIBOR plus 5.50% per annum, which may be reduced to 5.25% if the First Lien Leverage Ratio (as defined in the Bank Facilities) is less than or equal to 1.25 to 1.00. In the case of both term facilities and this revolving facility, LIBOR can be no less than 1.00% per annum. | ||||||||||||
The following table presents the contractual maturities of long-term debt, net of the current portion and inclusive of the fair value of the compound derivative of $14.2 million, as of September 30, 2014 (in thousands): | ||||||||||||
12 Months Ended September 30, | ||||||||||||
2016 | $ | 52,398 | ||||||||||
2017 | 63,739 | |||||||||||
2018 | 76,928 | |||||||||||
2019 | 298,932 | |||||||||||
Thereafter(1) | 258,271 | |||||||||||
Total long-term debt, net of current portion | $ | 750,268 | ||||||||||
_____________________ | ||||||||||||
(1) Includes the fair value of the compound derivative of $14.2 million. | ||||||||||||
The following table presents the scheduled contractual maturities of the current portion of long-term debt as of September 30, 2014 (in thousands): | ||||||||||||
31-Dec-14 | $ | 5,663 | ||||||||||
31-Mar-15 | 5,668 | |||||||||||
30-Jun-15 | 12,797 | |||||||||||
30-Sep-15 | 12,741 | |||||||||||
Total current portion of long-term debt | $ | 36,869 | ||||||||||
The Bank Facilities are subject to: (i) certain mandatory prepayment requirements, including asset sales, insurance/condemnation proceeds, incurrence of certain indebtedness and excess cash flow (as described in more detail below); (ii) certain agreed prepayment premiums; (iii) customary affirmative covenants; (iv) certain negative covenants, including limitations on incurrence of indebtedness, liens, investments, restricted payments (as described in more detail below), asset dispositions, acquisitions and transactions with affiliates; and (v) financial covenants of a maximum total leverage ratio, a minimum fixed charge coverage ratio and minimum regulatory net capital. | ||||||||||||
The Bank Facilities include the requirement to prepay the aggregate principal amount of the Bank Facilities in the amount of 50% of “Excess Cash Flow” (as defined in the Bank Facilities) which represents cash flow after certain permitted expenditures, subject to reduction based on the ratio of First Lien Net Debt on such date to Consolidated EBITDA (the “First Lien Leverage Ratio”). | ||||||||||||
The Company’s obligations under the Bank Facilities are guaranteed, subject to certain other customary or agreed-upon exceptions, by RCS Capital Management, RCAP Holdings and each of its direct or indirect domestic subsidiaries that are not SEC-registered broker-dealers. The Company, together with the guarantors, have pledged substantially all of their assets to secure the Bank Facilities, subject to certain exceptions. Subsidiaries that have been acquired must become guarantors and pledge their assets no later than 60 days after such acquisition. | ||||||||||||
The restricted payments covenant prohibits payment of dividends by the Company, subject to certain exceptions, including, among others, payments in an aggregate amount not to exceed a dollar cap of $10.0 million, plus a basket comprised of a portion of retained excess cash flow, returns on certain investments, and certain other amounts available to the Company under the terms of the Bank Facilities, subject to a leverage test of 1.00 to 1.00 (with respect to dividends to affiliates) and 1.25 to 1.00 (with respect to dividends to non-affiliates) and other payments not exceeding the pre-closing retained earnings amount of $11.2 million, subject to a cap and a leverage test. The Company paid cash dividends to its Class A stockholders in July 2014 (with respect to the second quarter of 2014) out of funds available to pay dividends under the exceptions referred to in the preceding sentence. At the present time, the Company does not expect to pay quarterly dividends on Class A common stock (including Class A common stock issued pursuant to restricted stock awards) or on convertible preferred stock, as the Company’s ability to pay cash dividends is restricted due to the negative covenants described above. | ||||||||||||
The convertible notes contain customary events of default and negative covenants, including limitations on incurrence of indebtedness, liens, investments, restricted payments (with similar, but less restrictive, exceptions as the Bank Facilities), asset dispositions, acquisitions and transactions with affiliates. The convertible notes are not redeemable by the Company prior to their maturity date without the consent of the holder of convertible notes. |
Derivative_Contracts
Derivative Contracts | 9 Months Ended |
Sep. 30, 2014 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | ' |
Derivative contracts | ' |
Derivative Contracts | |
On April 29, 2014, the Company entered into a series of contemporaneous transactions, as described below, that qualify as derivative contracts or include derivative contracts. These derivative contracts include a put/call agreement which is a free-standing derivative contract and embedded derivative contracts related to the issuance of convertible notes and convertible preferred stock (“hybrid instruments”). The embedded derivative contracts’ features require separate accounting as derivative instruments; therefore, the issuance proceeds for the convertible note and convertible preferred stock were first allocated to the fair value of the put/call agreement and then, on a relative fair value basis, to the hybrid instruments. The proceeds allocated to each hybrid instrument were then attributed between the host contract and the embedded derivative contracts. These derivative contracts are carried at their fair value with changes in fair value reflected in other revenues in the consolidated statements of income. | |
Put/Call | |
On April 29, 2014, the Company entered into a put/call agreement with Luxor whereby, subject to certain conditions, (i) the Company has the right to repurchase Luxor’s 19.46% interest in RCS Capital Management (the “Luxor percentage interest”) from Luxor in exchange for its fair market value (as determined by the Company and Luxor pursuant to the agreement) in shares of Class A common stock (or, at the Company’s option, a cash equivalent); and (ii) Luxor has the right to require the Company to purchase the Luxor percentage interest in exchange for a number of shares of Class A common stock (or, at the Company’s option, a cash equivalent) that is equal to 15.00% multiplied by the Luxor percentage interest multiplied by the then outstanding number of shares of Class A common stock (assuming the conversion immediately prior thereto of the then outstanding convertible notes and convertible preferred stock). | |
The put/call agreement also provides that the members of RCS Capital Management (who are also the members of RCAP Holdings, AR Capital, LLC and RCAP Equity, LLC) may elect to purchase all of the Luxor percentage interest offered to the Company for an amount equal to the value of the Class A common stock required to be delivered by the Company for cash, shares of Class A common stock or a combination thereof. If the Company is prohibited by the Bank Facilities from purchasing the Luxor percentage interest, the members of RCS Capital Management will be required to purchase the Luxor percentage interest under the same terms. As of September 30, 2014, the fair value of the put right was approximately $17.2 million and was recorded in derivative contracts in the consolidated statements of financial condition. As of September 30, 2014, the call right did not have any value. The Company recorded a loss of approximately $4.4 million for the three months ended September 30, 2014 related to the put right in other revenues in the consolidated statements of income. The Company recorded a gain of approximately $4.0 million for the period from issuance to September 30, 2014 related to the put right in other revenues in the consolidated statements of income. | |
Embedded derivatives related to the convertible preferred stock and convertible notes | |
The Company’s convertible preferred stock is convertible, at the option of the holders of the Company’s convertible preferred stock, into shares of Class A common stock. The convertible features and other features are considered embedded derivatives that are not clearly and closely related to the host instrument. As a result, these features must be bifurcated and accounted for as a separate compound derivative. As of September 30, 2014, the fair value of the compound derivative was approximately $100.6 million and was recorded in derivative contracts in the consolidated statements of financial condition. The Company adjusts the carrying value of the compound derivatives to fair value at each reporting date and recognizes the change in fair value in the statements of income. The Company recorded a loss of approximately $19.1 million for the three months ended September 30, 2014 in other revenues in the consolidated statements of income as a result of the change in the fair value. The Company recorded a gain of approximately $16.2 million for the period from issuance to September 30, 2014 in other revenues in the consolidated statements of income as a result of the change in the fair value. | |
The Company’s convertible notes are convertible, at the option of the holders of the Company’s convertible notes, into shares of Class A common stock. The convertible feature and other features are considered embedded derivatives that are not clearly and closely related to the host instrument. As a result, these features must be bifurcated and accounted for as a separate compound derivative. As of September 30, 2014, the fair value of the compound derivative was approximately $14.2 million and was recorded in long-term debt in the consolidated statements of financial condition. The Company adjusts the carrying value of the compound derivative to fair value at each reporting date and recognizes the change in fair value in the statements of income. The Company recorded a loss of approximately $4.4 million for three months September 30, 2014 in other revenues in the consolidated statements of income for the change in the fair value. The Company recorded a gain of approximately $10.4 million for period from issuance to September 30, 2014 in other revenues in the consolidated statements of income as a result of the change in the fair value. |
Convertible_Preferred_Stock
Convertible Preferred Stock | 9 Months Ended |
Sep. 30, 2014 | |
Equity [Abstract] | ' |
Convertible Preferred Stock | ' |
Convertible Preferred Stock | |
On April 29, 2014, the Company issued 14,657,980 shares of convertible preferred stock to affiliates of Luxor in a private placement. The shares of convertible preferred stock are entitled to a dividend of 7% of the liquidation preference in cash and a dividend of 8% of the liquidation preference if a quarterly dividend is not paid in cash on the dividend payment date. The shares of convertible preferred stock are convertible, at the option of the holders of the Company’s convertible preferred stock, into shares of Class A common stock, at the lower of (i) a 2% discount to VWAP, of Class A common stock for the ten trading days prior to the date of the holder’s election to convert; (ii) a 2% discount to the closing price of Class A common stock on the date of the holder’s election to convert; and (iii) $20.26, the fixed conversion price. If both the one-day VWAP and the daily closing price of Class A common stock for the prior 30 consecutive trading days exceeds 2.5 times the fixed conversion price, or $50.65, and at least $10.0 million of Class A common stock is traded each day for 30 consecutive days at any time after the first two years from the issuance date of the convertible preferred stock, then the Company may require the holders to convert the convertible preferred stock into shares of Class A common stock at the same price as set forth above. Accrued and unpaid dividends on the convertible preferred stock are also entitled to the same liquidation preference and are convertible into additional shares of Class A common stock on the same terms as actual shares of convertible preferred stock. | |
The terms of the convertible preferred stock set forth in the related certificate of designation include negative covenants relating to the issuance of additional preferred securities, amending the provisions of certificate of designation, affiliate transactions and the incurrence of indebtedness. The certificate of designation relating to the convertible preferred stock and the indenture governing the convertible notes provide that, without the advance approval of FINRA, the aggregate number of shares of Class A common stock issued upon conversion of the convertible preferred stock, upon conversion of the convertible notes or pursuant to the June 10, 2014 private offering of Class A common stock, in which the Company issued 2,469,136 shares, cannot exceed 24.9% of the number of common shares outstanding on the trading day immediately preceding the date of issuance of such Class A common stock. | |
In addition, the certificate of designation relating to the convertible preferred stock and the indenture governing the convertible notes provide that the aggregate number of shares of Class A common stock issued to Luxor and its affiliates (including shares of Class A common stock obtained upon conversion of the convertible preferred stock, the convertible notes or any other shares of Class A common stock otherwise beneficially owned by such entity) cannot exceed 9.9% of the number of shares of Class A common stock outstanding on the trading day immediately preceding the date of issuance of shares of Class A common stock upon conversion. This provision can be waived by Luxor and its affiliates on 65 days’ notice to the Company. | |
In the event of any liquidation, before any payment or distribution of the assets of the Company shall be made to or set apart for the holders of Company’s common stock, the holders shall be entitled to receive an amount equal to the greater of (i) $18.42 in cash per convertible preferred share plus dividends accrued and unpaid to the date of the final distribution to the holders or (ii) an amount per convertible preferred share equal to the amount of consideration which would have been payable had each convertible preferred share been converted into shares of Class A common stock immediately prior to such liquidation. Until the holders have been paid the greater amount of alternative (i) or (ii) in full, no payment will be made to the holders of the Company’s common stock upon liquidation. | |
During the three and nine months ended September 30, 2014, the Company declared $4.7 million and $8.0 million, respectively, in dividends on its convertible preferred stock. The Company paid cash dividends to the convertible preferred shareholders of $3.3 million on July 10, 2014, and $4.7 million on October 9, 2014. | |
The Company also recognized a deemed dividend of $194.8 million in connection with the issuance of the convertible preferred stock. This deemed dividend represents the difference between redemption value of the convertible preferred stock (based on the if-converted price) and the amount of the proceeds that were allocated to the convertible preferred stock excluding the embedded derivative. The convertible preferred stock can be settled in cash in certain situations; therefore, the Company was required to accrete up to the redemption value. This accretion was recognized in its entirety resulting in a reduction in the income attributable to the common stockholders. | |
During the nine months ended September 30, 2014 the Company recorded a deemed dividend on its convertible preferred stock. See Note 15 for more information. | |
Stockholders’ Equity | |
As of September 30, 2014, the Company had the following classes of common stock and non-controlling interest: | |
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 economic rights (including rights to dividends, if any, and distributions upon liquidation). Holders of Class A common stock hold a portion of the voting rights of the Company. | |
On February 11, 2014, as part of the Restructuring Transactions and pursuant to the Exchange Agreement, RCAP Holdings’ exchanged 23,999,999 Original Operating Subsidiaries 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 entitled RCAP Holdings, in the aggregate, to 90.76% of the economic rights in the Company and 95.38% of the voting power of 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 June 10, 2014, the Company issued 19,000,000 shares of Class A common stock in a public offering at a price of $20.25 per share. In connection with the public offering, the Company granted the underwriters the option to purchase up to 3,600,000 additional shares of Class A common stock to cover over-allotments, if any, for a period of 30 days. On June 18, 2014, the underwriters purchased an additional 870,248 shares pursuant to the over-allotment option at the public offering price of $20.25 per share. | |
On June 10, 2014, the Company issued 2,469,136 shares of Class A common stock at the public offering price of $20.25 per share to Luxor in a private offering. | |
During 2014, the Class A common stock issued as consideration in connection with the acquisitions of Summit, J.P. Turner, First Allied, ICH, Trupoly and StratCap was 498,884 shares, 239,362 shares, 11,264,929 shares, 2,027,966 shares (2,029,261 shares issued on July 11, 2014, of which 1,295 shares were subsequently canceled on October 6, 2014 as an adjustment to the final consideration), 33,652 shares and 464,317 shares, respectively. See Note 2 for more information. | |
During the nine months ended September 30, 2014, the Company granted 2,366,703 shares, net of forfeitures, of its Class A common stock in the form of restricted stock awards under the RCAP Equity Plan. See Note 13 for more information. | |
On September 30, 2014, the Company issued 727,050 shares of its Class A common stock and 242,350 warrants to purchase shares of Class A common stock under the Stock Purchase Program. See Note 13 for more information. | |
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 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 2013. | |
On June 17, 2014, the Company’s Board of Directors authorized and the Company declared a cash dividend for the quarter ended June 30, 2014 for its Class A common stock. The cash dividend was paid on July 10, 2014 to record holders of Class A common stock at the close of business on June 30, 2014 in an amount equal to $0.18 per share, consistent with the cash dividend declared and paid with respect to the first quarter of 2014. At the present time, the Company does not expect to pay quarterly dividends on Class A common stock (including Class A common stock issued pursuant to restricted stock awards) or on convertible preferred stock, as the Company’s ability to pay cash dividends is restricted due to negative covenants in the Bank Facilities. See Note 9 for more information. | |
Class B common stock. As of September 30, 2014, RCAP Holdings owns the sole outstanding share of Class B common stock, which entitles it to one vote more than 50% of the voting rights of the Company, and thereby controls the Company. Class B common stockholders have no economic rights (including no rights to dividends and distributions upon liquidation). | |
LTIP Units. On April 28, 2014, the 2013 Manager Multi-Year Outperformance Agreement (the “OPP”) was amended (the “Amended OPP”) which resulted in RCS Capital Management earning 310,947 LTIP Units and forfeiting 1,014,053 LTIP Units. 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 is also a member of RCS Holdings. As of September 30, 2014, the interests of the LTIP Units were included in non-controlling interest. See Note 19 for more information. |
Stockholders_Equity
Stockholders' Equity | 9 Months Ended |
Sep. 30, 2014 | |
Equity [Abstract] | ' |
Stockholders' Equity | ' |
Convertible Preferred Stock | |
On April 29, 2014, the Company issued 14,657,980 shares of convertible preferred stock to affiliates of Luxor in a private placement. The shares of convertible preferred stock are entitled to a dividend of 7% of the liquidation preference in cash and a dividend of 8% of the liquidation preference if a quarterly dividend is not paid in cash on the dividend payment date. The shares of convertible preferred stock are convertible, at the option of the holders of the Company’s convertible preferred stock, into shares of Class A common stock, at the lower of (i) a 2% discount to VWAP, of Class A common stock for the ten trading days prior to the date of the holder’s election to convert; (ii) a 2% discount to the closing price of Class A common stock on the date of the holder’s election to convert; and (iii) $20.26, the fixed conversion price. If both the one-day VWAP and the daily closing price of Class A common stock for the prior 30 consecutive trading days exceeds 2.5 times the fixed conversion price, or $50.65, and at least $10.0 million of Class A common stock is traded each day for 30 consecutive days at any time after the first two years from the issuance date of the convertible preferred stock, then the Company may require the holders to convert the convertible preferred stock into shares of Class A common stock at the same price as set forth above. Accrued and unpaid dividends on the convertible preferred stock are also entitled to the same liquidation preference and are convertible into additional shares of Class A common stock on the same terms as actual shares of convertible preferred stock. | |
The terms of the convertible preferred stock set forth in the related certificate of designation include negative covenants relating to the issuance of additional preferred securities, amending the provisions of certificate of designation, affiliate transactions and the incurrence of indebtedness. The certificate of designation relating to the convertible preferred stock and the indenture governing the convertible notes provide that, without the advance approval of FINRA, the aggregate number of shares of Class A common stock issued upon conversion of the convertible preferred stock, upon conversion of the convertible notes or pursuant to the June 10, 2014 private offering of Class A common stock, in which the Company issued 2,469,136 shares, cannot exceed 24.9% of the number of common shares outstanding on the trading day immediately preceding the date of issuance of such Class A common stock. | |
In addition, the certificate of designation relating to the convertible preferred stock and the indenture governing the convertible notes provide that the aggregate number of shares of Class A common stock issued to Luxor and its affiliates (including shares of Class A common stock obtained upon conversion of the convertible preferred stock, the convertible notes or any other shares of Class A common stock otherwise beneficially owned by such entity) cannot exceed 9.9% of the number of shares of Class A common stock outstanding on the trading day immediately preceding the date of issuance of shares of Class A common stock upon conversion. This provision can be waived by Luxor and its affiliates on 65 days’ notice to the Company. | |
In the event of any liquidation, before any payment or distribution of the assets of the Company shall be made to or set apart for the holders of Company’s common stock, the holders shall be entitled to receive an amount equal to the greater of (i) $18.42 in cash per convertible preferred share plus dividends accrued and unpaid to the date of the final distribution to the holders or (ii) an amount per convertible preferred share equal to the amount of consideration which would have been payable had each convertible preferred share been converted into shares of Class A common stock immediately prior to such liquidation. Until the holders have been paid the greater amount of alternative (i) or (ii) in full, no payment will be made to the holders of the Company’s common stock upon liquidation. | |
During the three and nine months ended September 30, 2014, the Company declared $4.7 million and $8.0 million, respectively, in dividends on its convertible preferred stock. The Company paid cash dividends to the convertible preferred shareholders of $3.3 million on July 10, 2014, and $4.7 million on October 9, 2014. | |
The Company also recognized a deemed dividend of $194.8 million in connection with the issuance of the convertible preferred stock. This deemed dividend represents the difference between redemption value of the convertible preferred stock (based on the if-converted price) and the amount of the proceeds that were allocated to the convertible preferred stock excluding the embedded derivative. The convertible preferred stock can be settled in cash in certain situations; therefore, the Company was required to accrete up to the redemption value. This accretion was recognized in its entirety resulting in a reduction in the income attributable to the common stockholders. | |
During the nine months ended September 30, 2014 the Company recorded a deemed dividend on its convertible preferred stock. See Note 15 for more information. | |
Stockholders’ Equity | |
As of September 30, 2014, the Company had the following classes of common stock and non-controlling interest: | |
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 economic rights (including rights to dividends, if any, and distributions upon liquidation). Holders of Class A common stock hold a portion of the voting rights of the Company. | |
On February 11, 2014, as part of the Restructuring Transactions and pursuant to the Exchange Agreement, RCAP Holdings’ exchanged 23,999,999 Original Operating Subsidiaries 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 entitled RCAP Holdings, in the aggregate, to 90.76% of the economic rights in the Company and 95.38% of the voting power of 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 June 10, 2014, the Company issued 19,000,000 shares of Class A common stock in a public offering at a price of $20.25 per share. In connection with the public offering, the Company granted the underwriters the option to purchase up to 3,600,000 additional shares of Class A common stock to cover over-allotments, if any, for a period of 30 days. On June 18, 2014, the underwriters purchased an additional 870,248 shares pursuant to the over-allotment option at the public offering price of $20.25 per share. | |
On June 10, 2014, the Company issued 2,469,136 shares of Class A common stock at the public offering price of $20.25 per share to Luxor in a private offering. | |
During 2014, the Class A common stock issued as consideration in connection with the acquisitions of Summit, J.P. Turner, First Allied, ICH, Trupoly and StratCap was 498,884 shares, 239,362 shares, 11,264,929 shares, 2,027,966 shares (2,029,261 shares issued on July 11, 2014, of which 1,295 shares were subsequently canceled on October 6, 2014 as an adjustment to the final consideration), 33,652 shares and 464,317 shares, respectively. See Note 2 for more information. | |
During the nine months ended September 30, 2014, the Company granted 2,366,703 shares, net of forfeitures, of its Class A common stock in the form of restricted stock awards under the RCAP Equity Plan. See Note 13 for more information. | |
On September 30, 2014, the Company issued 727,050 shares of its Class A common stock and 242,350 warrants to purchase shares of Class A common stock under the Stock Purchase Program. See Note 13 for more information. | |
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 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 2013. | |
On June 17, 2014, the Company’s Board of Directors authorized and the Company declared a cash dividend for the quarter ended June 30, 2014 for its Class A common stock. The cash dividend was paid on July 10, 2014 to record holders of Class A common stock at the close of business on June 30, 2014 in an amount equal to $0.18 per share, consistent with the cash dividend declared and paid with respect to the first quarter of 2014. At the present time, the Company does not expect to pay quarterly dividends on Class A common stock (including Class A common stock issued pursuant to restricted stock awards) or on convertible preferred stock, as the Company’s ability to pay cash dividends is restricted due to negative covenants in the Bank Facilities. See Note 9 for more information. | |
Class B common stock. As of September 30, 2014, RCAP Holdings owns the sole outstanding share of Class B common stock, which entitles it to one vote more than 50% of the voting rights of the Company, and thereby controls the Company. Class B common stockholders have no economic rights (including no rights to dividends and distributions upon liquidation). | |
LTIP Units. On April 28, 2014, the 2013 Manager Multi-Year Outperformance Agreement (the “OPP”) was amended (the “Amended OPP”) which resulted in RCS Capital Management earning 310,947 LTIP Units and forfeiting 1,014,053 LTIP Units. 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 is also a member of RCS Holdings. As of September 30, 2014, the interests of the LTIP Units were included in non-controlling interest. See Note 19 for more information. |
EquityBased_Compensation
Equity-Based Compensation | 9 Months Ended | |||||||||||||||
Sep. 30, 2014 | ||||||||||||||||
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | ' | |||||||||||||||
Equity-based compensation | ' | |||||||||||||||
Equity-Based Compensation | ||||||||||||||||
RCAP Equity Plan | ||||||||||||||||
The RCAP 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, 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). Pursuant to a Registration Statement on Form S-8 filed on February 19, 2014, a total of 2,649,999 shares of Class A common stock may be granted pursuant to awards under the RCAP Equity Plan. Subject to the filing of a registration statement on Form S-8 with respect to shares of Class A common stock that became available subsequent to February 19, 2014, an additional 6,245,778 shares could become available for grant under the RCAP Equity Plan. | ||||||||||||||||
The following table details the restricted shares activity during the nine months ended September 30, 2014: | ||||||||||||||||
Shares of Restricted Common Stock | Weighted-Average Issue Price | Aggregate Value (in thousands) | Weighted-Average Vesting Period (years) | |||||||||||||
Unvested, December 31, 2013 | — | $ | — | $ | — | — | ||||||||||
Granted | 2,368,203 | 33.39 | 79,074 | 3.82 | ||||||||||||
Less: vested | 52,772 | 25.63 | 1,353 | N/A | ||||||||||||
Less: forfeited | 1,500 | 32.33 | 48 | 4 | ||||||||||||
Unvested, September 30, 2014 | 2,313,931 | $ | 33.57 | $ | 77,673 | 3.82 | ||||||||||
During the nine months ended September 30, 2014, the Company granted 175,179 restricted stock awards, net of forfeitures, to certain employees of related parties under the RCAP Equity Plan with a weighted average grant date fair value of $36.63. During the nine months ended September 30, 2014, no shares granted to employees of related parties have vested. The Company recognized the entire charge of $6.4 million for these restricted stock awards immediately in retained earnings as a dividend with an offset to additional paid-in capital. The amounts in excess of retained earnings was adjusted to additional paid-in capital to ensure that retained earnings was not reduced below zero due to the restricted stock awards. The restricted stock awards have rights to non-forfeitable dividends for which the Company recognized $0.1 million for the nine months ended September 30, 2014. | ||||||||||||||||
A related party also granted 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. The expenses related to this share-based compensation for the three and nine months ended September 30, 2014 was recorded in internal commissions, payroll and benefits expense in the consolidated statement of income. The Company re-measures 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 following table details the expense activity, which is included in internal commissions, payroll and benefits expense in the consolidated statements of income, related to restricted share grants during the three and nine months ended September 30, 2014 and 2013 (in thousands): | ||||||||||||||||
Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||
2014 | 2013 | 2014 | 2013 | |||||||||||||
Expense recognized for restricted shares of Class A common stock granted to RCAP employees | $ | 4,646 | $ | — | $ | 11,117 | $ | — | ||||||||
Expense recognized for related party restricted share grants to RCAP employees | 218 | — | 2,745 | — | ||||||||||||
Total share based compensation expense | $ | 4,864 | $ | — | $ | 13,862 | $ | — | ||||||||
The following table details the restricted shares activity related to shares of a related party granted to RCAP employees during the nine months ended September 30, 2014: | ||||||||||||||||
Shares of Restricted Common Stock of a Related Party | Weighted-Average Fair Value Per Share | Aggregate Value (in thousands) | Weighted-Average Vesting Period (years) | |||||||||||||
Unvested, December 31, 2013 | — | $ | — | $ | — | — | ||||||||||
Granted | 512,430 | 12.56 | 6,436 | 4.05 | ||||||||||||
Less: vested | 143,805 | 13.83 | 1,989 | N/A | ||||||||||||
Less: forfeited | — | — | — | — | ||||||||||||
Unvested September 30, 2014 | 368,625 | $ | 12.06 | $ | 4,447 | 4.05 | ||||||||||
FA RSU Plan | ||||||||||||||||
439,356 restricted units were issued to certain employees under the FA RSU Plan to provide for the grant of phantom stock in connection with the acquisition of First Allied by RCAP Holdings. Pursuant to the terms of the FA RSU Plan, phantom stock vests equally on each of the first three anniversaries of the acquisition of First Allied by RCAP Holdings, which occurred on September 25, 2013. The first tranche of restricted units that vested on September 25, 2014 had a non-fluctuating value of $20.00 per unit and were settled by a $2.8 million payment made by the Company in cash in October 2014. The restricted units of the second and third tranches each represent one phantom share of Class A common stock and can be settled in either shares of the Class A common stock or a then equivalent amount of cash, at the Company’s option. As of September 30, 2014, there were 279,404 unvested units outstanding. | ||||||||||||||||
The FA RSU Plan is being accounted for on the liability method with the first tranche expensed ratably over the first vesting period. The second and third tranche will be expensed over the second and third vesting periods, respectively, based on the current fair market value of the Class A common stock. For the three and nine months ended September 30, 2014, the Company recorded $0.8 million and $2.2 million, respectively, of stock based compensation pursuant to the FA RSU Plan which is included in internal commissions, payroll and benefits expense in the consolidated statements of income. For the three and nine months ended September 30, 2013, the Company recorded $0.04 million, of stock-based compensation pursuant to the FA RSU Plan. | ||||||||||||||||
Stock Purchase Program | ||||||||||||||||
The Stock Purchase Program enables Eligible Individuals to acquire proprietary interests in the Company through the ownership of Class A common stock. Subject to the terms and conditions of the Stock Purchase Program, Eligible Individuals have the opportunity to elect to purchase shares of Class A common stock and will automatically be granted one warrant to purchase one share of Class A common stock for each three shares purchased. Any warrants granted under the Stock Purchase Program have an exercise price equal to the closing price of the Class A common stock on the date of grant and will become vested on the third anniversary of the date of grant subject to the Eligible Individuals’ continued service through the vesting date. The Program is not intended to qualify as an “employee stock purchase plan” under Section 423 of the Code, and any warrants granted under the Program are not intended to qualify as “incentive stock options” under Section 422 of the Code. Up to 4,000,000 shares of Class A common stock may be sold to Eligible Individuals or may be issued under warrants granted under the Program. On September 30, 2014, 727,050 shares of Class A common stock were purchased by Eligible Individuals at a price of $22.52 per share and 242,350 warrants were granted under the Program. | ||||||||||||||||
Each warrant granted on September 30, 2014 gives the holder the right to purchase one share of Class A common stock at an exercise price of $22.52 and will vest and become exercisable, subject to continuous service from the grant date, on September 30, 2017. Such warrants may be exercised by the holder until the earliest of the 30th day following the date the holder’s service is terminated for any reason other than for cause and September 30, 2024. Upon a termination of service for any reason, all outstanding unvested warrants held by a warrant holder will expire and terminate immediately. Upon a termination of service for cause, all outstanding warrants, vested or unvested, held by a warrant holder will expire and terminate immediately. As of September 30, 2014, the grant date fair value of the warrants using a Black-Scholes option pricing model was $9.83 assuming a volatility of 30.00%, a risk-free rate of interest of 2.23% and a dividend yield of 0.00%. |
Income_Taxes
Income Taxes | 9 Months Ended |
Sep. 30, 2014 | |
Income Tax Disclosure [Abstract] | ' |
Income Taxes | ' |
Income Taxes | |
As of September 30, 2014, the Company had a net deferred tax liability of $315.5 million primarily related to intangible assets as a result of the purchase price accounting from the recent acquisitions. As of December 31, 2013, the Company had a net deferred tax liability of $23.6 million which primarily related to purchase price accounting from the acquisition of First Allied. | |
For the nine months ended September 30, 2014, the effective tax rate was 18.4%. The effective tax rate differs from the federal statutory rate of 35% primarily as a result of certain mark-to-market adjustments on financial instruments which are not subject to income taxes. | |
The Company believes that, as of September 30, 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 September 30, 2014. | |
The Company will file tax returns in the U.S. federal and various state jurisdictions. The Company will be open to audit under the statute of limitations by the Internal Revenue Service for its 2011 through 2014 tax years. The Company or its subsidiaries’ state income tax returns will be open to audit under the statute of limitations for 2010 to 2014. |
Earnings_Per_Share
Earnings Per Share | 9 Months Ended | ||||||||||
Sep. 30, 2014 | |||||||||||
Earnings Per Share [Abstract] | ' | ||||||||||
Earnings Per Share | ' | ||||||||||
Earnings Per Share | |||||||||||
The Company computes earnings per share using the two-class method which requires that all earnings be allocated to each class of common stock and any participating securities. LTIP Units, unvested restricted shares of Class A common stock, shares issuable under the second and third tranches of the FA RSU Plan and convertible preferred stock, each of which contain non-forfeitable rights to dividends, are considered participating securities. Other potentially dilutive common shares including incremental restricted shares as calculated under the treasury stock method, shares issuable under the terms of Luxor’s put option under the put/call agreement as calculated under the if-converted method, shares issuable under the terms of the convertible notes and convertible preferred stock as calculated under the if-converted method, shares contingently issuable as consideration for the acquisitions of J.P. Turner, Trupoly and StratCap and outstanding warrants issued under the Stock Purchase Program are considered when calculating diluted EPS. Basic and diluted earnings per share for the three and nine months ended September 30, 2014 were calculated assuming that the 11,264,929 shares issued on June 30, 2014 in connection to the closing of the First Allied acquisition were outstanding for the entire period. Basic and diluted earnings per share for the three and nine months ended September 30, 2013 were calculated assuming that the 2,500,000 shares issued on June 10, 2013 in connection to the IPO were outstanding for the entire period and the 11,264,929 shares issued on June 30, 2014 in connection to the closing of the First Allied acquisition were outstanding beginning on September 25, 2013. | |||||||||||
The following tables present the calculation of basic and diluted earnings per share for the three and nine months ended September 30, 2014 and 2013 (in thousands, except share and per share data): | |||||||||||
Three Months Ended September 30, 2014 | |||||||||||
Income (Numerator) | Weighted Average Shares (Denominator) | Per Share Amount | |||||||||
Basic and diluted earnings: | |||||||||||
Net loss attributable to Class A common stockholders (1) | $ | (36,994 | ) | 62,906,270 | $ | (0.59 | ) | ||||
_____________________ | |||||||||||
(1) Included in net loss attributable to common stock are cash dividends of $4.7 million declared to convertible preferred shareholders. | |||||||||||
Three Months Ended September 30, 2013 | |||||||||||
Income (Numerator) | Weighted Average Shares (Denominator) | Per Share Amount | |||||||||
Net income attributable to the Company | $ | 559 | 3,234,669 | 0.17 | |||||||
Allocation of earnings to participating securities: | |||||||||||
Allocation of earnings to unvested FA RSU holders | (1 | ) | — | — | |||||||
Basic and diluted earnings: | |||||||||||
Net income attributable to Class A common stockholders | $ | 558 | 3,234,669 | $ | 0.17 | ||||||
Nine Months Ended September 30, 2014 | |||||||||||
Income (Numerator) | Weighted Average Shares (Denominator) | Per Share Amount | |||||||||
Net loss attributable to Class A common stockholders (1) | $ | (183,570 | ) | 44,388,158 | $ | (4.14 | ) | ||||
Allocation of earnings to participating securities: | |||||||||||
Allocation of earnings to unvested RSU holders | (729 | ) | — | (0.01 | ) | ||||||
Basic and diluted earnings: | |||||||||||
Net loss attributable to Class A common stockholders | $ | (184,299 | ) | 44,388,158 | $ | (4.15 | ) | ||||
_____________________ | |||||||||||
(1) Included in net loss attributable to common stock are a deemed dividend of $194.8 million and cash dividends of $8.0 million declared to convertible preferred shareholders. The deemed dividend represents the difference between redemption value of the convertible preferred stock (based on the if-converted price) and the amount of the proceeds that were allocated to the convertible preferred stock excluding the embedded derivative. The convertible preferred stock can be settled in cash in certain situations; therefore, the Company was required to accrete up to the redemption value. This accretion was recognized in its entirety resulting in a reduction in the income attributable to the common stockholders. | |||||||||||
Nine Months Ended September 30, 2013 | |||||||||||
Income (Numerator) | Weighted Average Shares (Denominator) | Per Share Amount | |||||||||
Basic earnings: | |||||||||||
Net income attributable to Class A common stockholders | $ | 761 | 3,098,138 | $ | 0.25 | ||||||
Effect of dilutive securities: | |||||||||||
Restricted units produced in hypothetical buy back of FA RSUs | — | 2,432 | — | ||||||||
Diluted earnings: | |||||||||||
Net income attributable to Class A common stockholders | $ | 761 | 3,100,570 | $ | 0.25 | ||||||
For the three months ended September 30, 2014 the Company excluded the LTIP Units, incremental restricted shares, shares issuable under the terms of the convertible notes and the convertible preferred stock, shares issuable under the second and third tranches of the FA RSU plan, shares contingently issuable as consideration for the acquisitions of J.P. Turner, Trupoly and StratCap and outstanding warrants issued under the Stock Purchase Program from the calculation of diluted earnings per share as the effect was antidilutive. For the nine months ended September 30, 2014 the Company excluded the LTIP Units, shares issuable under the terms of the convertible notes and the convertible preferred stock, shares issuable under the second and third tranches of the FA RSU plan, shares contingently issuable as consideration for the acquisitions of J.P. Turner, Trupoly and StratCap and outstanding warrants issued under the Stock Purchase Program from the calculation of diluted earnings per share as the effect was antidilutive. For the three and nine months ended September 30, 2013 the Company excluded shares of Class B common stock from the calculation of diluted earnings per share as the effect was antidilutive. |
OffBalance_Sheet_Risk_and_Conc
Off-Balance Sheet Risk and Concentrations | 9 Months Ended |
Sep. 30, 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 September 30, 2014, the Company had 45% of the reimbursable expenses, investment banking fees, services fees and transfer agent fees receivable concentrated in three related party REITs, and 93% of the total wholesale commissions and dealer manager fees receivable concentrated in five related party REITs. 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 REIT, and 93% of the total commissions and dealer manager fees receivable concentrated in three related party REITs. | |
The Company’s customer activities involve the execution, settlement, and financing of various securities transactions. These activities are transacted on either a cash or margin basis. In margin transactions, the Company extends credit to the customer, subject to various regulatory and internal margin requirements, collateralized by cash and securities in the customer’s account. In connection with these activities, the Company executes and clears customer transactions involving the sale of securities not yet purchased and the writing of options contracts. Such transactions may expose the Company to off-balance sheet risk in the event that margin requirements are not sufficient to fully cover losses that customers incur or counterparties are unable to meet the terms of the contracted obligations. In the event counterparties do not fulfill their obligations, the Company may be exposed to risk. The risk of default depends on the creditworthiness of the counterparty or issuer of the instrument. It is the Company’s policy to review, as necessary, the credit standing of each counterparty with which it conducts business. | |
In the event a customer or broker fails to satisfy its obligations, the Company may be required to purchase or sell financial instruments at prevailing market prices in order to fulfill the customer’s obligations. The Company seeks to control the risk associated with its customer activities by requiring customers to maintain margin collateral in compliance with various regulatory and internal guidelines. The Company monitors required margin levels daily and pursuant to such guidelines, requires customers to deposit additional collateral or reduce positions, when necessary. | |
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. | |
The Company holds securities that can potentially subject the Company to market risk. The amount of potential gain or loss depends on the securities performance and overall market activity. The Company monitors its securities positions on a monthly basis to evaluate its positions, and, if applicable, may elect to sell all or a portion to limit the loss. |
Commitments_and_Contingencies
Commitments and Contingencies | 9 Months Ended | |||
Sep. 30, 2014 | ||||
Commitments and Contingencies Disclosure [Abstract] | ' | |||
Commitments and Contingencies | ' | |||
Commitments and Contingencies | ||||
Leases — The Company 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 $2.9 million and $5.8 million for the three and nine months ended September 30, 2014, respectively. For the three and nine months ended September 30, 2013 total rent expense for all operating leases was approximately $0.2 million and $0.4 million, respectively. The following table shows the future annual minimum rental payments due (in thousands): | ||||
12 Months Ended September 30, | ||||
2015 | $ | 10,630 | ||
2016 | 9,815 | |||
2017 | 9,145 | |||
2018 | 8,060 | |||
2019 | 6,320 | |||
Thereafter | 24,953 | |||
Total | $ | 68,923 | ||
Service contracts — The Company has contracted with third parties to perform back-office processing services. The following table shows the future annual minimum payments due (in thousands): | ||||
12 Months Ended September 30, | ||||
2015 | $ | 5,675 | ||
2016 | 5,268 | |||
2017 | 3,741 | |||
2018 | 2,400 | |||
2019 | 2,400 | |||
Thereafter | 1,800 | |||
Total | $ | 21,284 | ||
Lines of credit — As of September 30, 2014, the Company had three lines of credit. The first line of credit pursuant to the Bank Facilities is for $25.0 million with no maturity date and was unfunded as of September 30, 2014. The second line of credit, which was acquired in the Cetera acquisition, is for $50.0 million with no maturity date and was unfunded as of September 30, 2014. The third line of credit, which was acquired in the ICH acquisition, is for $1.0 million with no maturity date and was unfunded as of September 30, 2014. | ||||
Private equity commitment - As of September 30, 2014, the Company had a commitment to invest up to $0.01 million in private equity funds. | ||||
Legal proceedings related to business operations— The Company and its 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 what 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, directors and officers, 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. As of September 30, 2014, the Company recorded legal reserves related to several matters of $9.3 million in other liabilities in the consolidated statement of financial condition. | ||||
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. | ||||
There are two cases that are “reasonably possible” for which we estimate the possible loss to be less than $0.1 million. These generally are arbitrations or other matters brought against various broker-dealers now owned by the Company. There are also several cases that are “reasonably possible” but for which we cannot provide a reasonable estimate. These also generally are arbitrations or other matters brought against various broker-dealers now owned by the Company. | ||||
ARCP Litigation | ||||
In connection with the Company’s November 3, 2014 announcement that it had terminated the previously disclosed definitive agreement to acquire Cole Capital from a subsidiary of ARCP, on November 11, 2014, ARCP filed suit against the Company for specific performance, injunctive relief and other relief in the Court of Chancery of the State of Delaware and on November 12, 2014, ARCP issued a press release asserting that the Company’s termination of the agreement constituted a breach of the purchase agreement. The Company believes ARCP’s complaint is without merit and intends to vigorously defend itself. See Note 2 for more information. | ||||
Summit Litigation | ||||
Summit, its board of directors, the Company and a wholly owned subsidiary formed by our company in connection with the Summit acquisition are named as defendants in two purported class action lawsuits (now consolidated and amended) filed by alleged Summit shareholders on November 27, 2013 and December 12, 2013 in Palm Beach County, Florida challenging the Summit acquisition. These lawsuits alleged, among other things, that: (i) each member of Summit’s board of directors breached his fiduciary duties to Summit and its shareholders in authorizing the Summit acquisition; (ii) the Summit acquisition did not maximize value to Summit shareholders; and (iii) we and our acquisition subsidiary aided and abetted the breaches of fiduciary duty allegedly committed by the members of Summit’s board of directors. On May 9, 2014, the plaintiff shareholders moved for leave to file an amended complaint under seal. The amended complaint asserted claims similar to those in the original complaint, added allegations relating to the amendment of the Summit merger agreement on March 17, 2014, and also challenged 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 sought class-action certification, equitable relief, including an injunction against consummation of the Summit acquisition on the agreed-upon terms, and damages. | ||||
On May 27, 2014, the parties to the consolidated action entered into a Memorandum of Understanding setting forth their agreement in principle to settle the consolidated action and, on September 15, 2014, the parties signed a stipulation of settlement and the Company recorded a provision. The same day, plaintiffs filed a motion seeking preliminary approval of the settlement and, on October 6, 2014, the Court entered the preliminary approval order. A final approval hearing is set for January 9, 2015. | ||||
American Realty Capital Healthcare Trust Litigation | ||||
In connection with the proposed acquisition by Ventas, Inc. (“Ventas”) of all the outstanding stock of the American Realty Capital Healthcare Trust, Inc. (“ARCH”), purported shareholders of ARCH have filed multiple class action lawsuits in the Circuit Court for Baltimore City, Maryland and other jurisdictions. Two of these actions named Realty Capital Securities among others, as a defendant. The actions are: Shine v. American Realty Capital Healthcare Trust, Inc. et al filed June 13, 2014 and Abbassi, et al. v. American Realty Capital Healthcare Trust, Inc. et al.filed July 9, 2014. The actions also assert derivative claims on behalf of ARCH against Realty Capital Securities. On October 10, 2014, lead plaintiffs in the Maryland state court action filed a “Consolidated Amended Derivative and Direct Class Action Complaint,” asserting direct and derivative claims of aiding and abetting a breach of fiduciary duty against multiple defendants, including Realty Capital Securities, arising from its role providing services to ARCH in connection with the proposed acquisition of ARCH by Ventas and seek (i) to enjoin the proposed acquisition and (ii) recover damages if the proposed acquisition is completed. There have been no other material court filings involving Realty Capital Securities. | ||||
Realty Capital Securities believes that such lawsuits are without merit, but the ultimate outcome of the matter cannot be predicted with certainty. Because the lawsuits are in their early stages, neither the outcome of the lawsuits nor an estimate of a probable loss or any reasonable possible losses are determinable at this time. No provisions for any losses related to the lawsuits have been recorded in the accompanying consolidated financial statements for the three and nine months ended September 30, 2014. An adverse judgment for monetary damages could have a material adverse effect on the operations and liquidity of the Company. All defendants believe that the claims are without merit and are defending against them vigorously. Additional lawsuits arising out of or related to the proposed acquisition of ARCH by Ventas may be filed in the future. |
Net_Capital_Requirements
Net Capital Requirements | 9 Months Ended | |||||||
Sep. 30, 2014 | ||||||||
Regulatory Capital Requirements [Abstract] | ' | |||||||
Net Capital Requirements | ' | |||||||
Net Capital Requirements | ||||||||
The Company’s broker-dealers are subject to the SEC Uniform Net Capital Rule 15c3-1. SEC Uniform Net Capital Rule 15c3-1 requires the maintenance of the greater of the minimum dollar amount of net capital required, which is based on the nature of the broker-dealer’s business, or 1/15th of aggregate indebtedness, as defined, and requires that the ratio of aggregate indebtedness to net capital, both as defined, not exceed 15 to 1. Certain of the Company’s broker-dealers have elected to use the alternative method of computing net capital which requires the maintenance of minimum net capital of the greater of $250,000 or 2% of aggregate debit items. The table below provides the net capital requirements for each of the Company’s broker-dealers as of September 30, 2014 and the net capital requirements for those broker-dealers which were either under the control of the Company or under common control as of December 31, 2013 (in thousands, except ratios and percentages). | ||||||||
September 30, 2014 | December 31, 2013 | |||||||
Realty Capital Securities: | ||||||||
Net capital | $ | 16,167 | $ | 25,627 | ||||
Required net capital | 1,802 | 1,294 | ||||||
Net capital in excess of required net capital | $ | 14,365 | $ | 24,333 | ||||
Aggregate indebtedness to net capital ratio | 1.67 to 1 | 0.76 to 1 | ||||||
First Allied Securities, Inc. (alternative method): | ||||||||
Net capital | $ | 5,742 | $ | 4,777 | ||||
Required net capital | 250 | 250 | ||||||
Net capital in excess of required net capital | $ | 5,492 | $ | 4,527 | ||||
Net capital as a percentage of aggregate debit items evaluation | in compliance(1) | in compliance(1) | ||||||
Legend Equities Corporation: | ||||||||
Net capital | $ | 3,133 | $ | 2,684 | ||||
Required net capital | 211 | 224 | ||||||
Net capital in excess of required net capital | $ | 2,922 | $ | 2,460 | ||||
Aggregate indebtedness to net capital ratio | 1.01 to 1 | 1.25 to 1 | ||||||
Cetera Advisor Networks LLC (alternative method)(2): | ||||||||
Net capital | $ | 11,609 | ||||||
Required net capital | 250 | |||||||
Net capital in excess of required net capital | $ | 11,359 | ||||||
Net capital as a percentage of aggregate debit items | in compliance(1) | |||||||
Cetera Advisors LLC (alternative method)(2): | ||||||||
Net capital | $ | 8,140 | ||||||
Required net capital | 250 | |||||||
Net capital in excess of required net capital | $ | 7,890 | ||||||
Net capital as a percentage of aggregate debit items | in compliance(1) | |||||||
Cetera Financial Specialists LLC (alternative method)(2): | ||||||||
Net capital | $ | 4,113 | ||||||
Required net capital | 250 | |||||||
Net capital in excess of required net capital | $ | 3,863 | ||||||
Net capital as a percentage of aggregate debit items | in compliance(1) | |||||||
Cetera Investment Services LLC (alternative method)(2): | ||||||||
Net capital | $ | 15,981 | ||||||
Required net capital | 250 | |||||||
Net capital in excess of required net capital | $ | 15,731 | ||||||
Net capital as a percentage of aggregate debit items | 150% | |||||||
Hatteras Capital Distributors, LLC(2): | ||||||||
Net capital | $ | 1,051 | ||||||
Required net capital | 5 | |||||||
Net capital in excess of required net capital | $ | 1,046 | ||||||
Aggregate indebtedness to net capital ratio | 0.05 to 1 | |||||||
September 30, 2014 | December 31, 2013 | |||||||
J.P. Turner & Company LLC(2): | ||||||||
Net capital | $ | 3,837 | ||||||
Required net capital | 573 | |||||||
Net capital in excess of required net capital | $ | 3,264 | ||||||
Aggregate indebtedness to net capital ratio | 2.24 to 1 | |||||||
Summit Brokerage Services, Inc.(2): | ||||||||
Net capital | $ | 5,790 | ||||||
Required net capital | 346 | |||||||
Net capital in excess of required net capital | $ | 5,444 | ||||||
Aggregate indebtedness to net capital ratio | 0.9 to 1 | |||||||
Investors Capital Corporation (alternative method)(2): | ||||||||
Net capital | $ | 2,046 | ||||||
Required net capital | 250 | |||||||
Net capital in excess of required net capital | $ | 1,796 | ||||||
Net capital as a percentage of aggregate debit items | in compliance(1) | |||||||
Advisor Direct, Inc.(2): | ||||||||
Net capital | $ | 16 | ||||||
Required net capital | 5 | |||||||
Net capital in excess of required net capital | $ | 11 | ||||||
Aggregate indebtedness to net capital ratio | 4.02 to 1 | |||||||
SC Distributors LLC(2): | ||||||||
Net capital | $ | 1,736 | ||||||
Required net capital | 250 | |||||||
Net capital in excess of required net capital | $ | 1,486 | ||||||
Aggregate indebtedness to net capital ratio | 1.18 to 1 | |||||||
_____________________ | ||||||||
(1) The entity was determined to be in compliance as of the date stated as its net capital was in excess of the minimum $250,000. | ||||||||
(2) The entity was not under the control of, or under common control with, the Company as of December 31, 2013. |
Related_Party_Transactions
Related Party Transactions | 9 Months Ended |
Sep. 30, 2014 | |
Related Party Transactions [Abstract] | ' |
Related Party 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 $223.2 million and $694.7 million for the three and nine months ended September 30, 2014, respectively, from related party products. During the three and nine months ended September 30, 2013 the Company earned revenues of $175.8 million and $561.3 million, respectively, from related party products. As of September 30, 2014 and December 31, 2013, the receivables for such revenues were $40.2 million and $49.4 million, respectively. | |
Pursuant to a shared services agreement, beginning on January 1, 2013, AR Capital, LLC charges Realty Capital Securities, RCS Advisory and ANST for the services of information technology, human resources, accounting services and office services and facilities. For these services, the Company incurred expenses of $1.6 million and $4.3 million for the three and nine months ended September 30, 2014, respectively. During the three and nine months ended September 30, 2013 the Company incurred $1.0 million and $2.5 million, respectively, for these services. As of September 30, 2014 and December 31, 2013, the payables for such expenses were $0.5 million and $0.3 million, respectively. | |
The Company incurs expenses directly for certain services it receives. The Company either allocates certain of these expenses to its operating subsidiaries or causes RCAP Holdings to pay its portion based on RCAP Holdings’ ownership interest. Expenses that are directly attributable to a specific subsidiary are allocated to the appropriate subsidiary at 100%. Expenses that are not specific to a subsidiary are allocated on a reasonable basis, as determined by the Company its sole discretion. Interest expense on the Company’s long-term debt, share-based compensation related to the Company’s board of directors, expenses related to the OPP plan, changes in the fair value of the Company’s derivative contracts and acquisition-related expenses are not allocated to the subsidiaries. The intercompany receivables and payables for the allocated expenses are eliminated in consolidation and are settled quarterly. During the three and nine months ended September 30, 2014, the Company’s operating subsidiaries incurred $3.2 million and $10.0 million, respectively, related to such expenses. The Original Operating Subsidiaries and First Allied did not incur any such expenses for the three and nine months ended September 30, 2013. There were no expenses payable by RCAP Holdings as of September 30, 2014 and December 31, 2013. | |
As of September 30, 2014, RCAP Holdings, RCAP Equity and the members of RCAP Holdings and RCAP Equity owned a combined 45.52% of Class A common stock outstanding primarily obtained as a result of the Exchange Transaction and the contribution of First Allied. As of December 31, 2013, RCAP Holdings owned 2.06%, of Class A common stock outstanding. From time to time, RCAP Holdings, RCAP Equity or the members of RCAP Holdings and RCAP Equity may purchase shares of Class A common stock in the secondary market. | |
In March 2014, Realty Capital Securities leased a lodging facility in Newport, Rhode Island from a related party, ARC HTNEWRI001, LLC. Realty Capital Securities 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 and nine months ended September 30, 2014, the Company incurred $0.03 million and $0.1 million, respectively, in rent expense. The Company did not earn any revenue from the Crestline agreement during the three and nine months ended September 30, 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 its operating subsidiaries, and performs executive and management services for the Company and its operating subsidiaries, subject to oversight, directly or indirectly, by the Company’s Board of Directors. | |
The Company pays RCS Capital Management a quarterly fee in an amount equal to 10% of its aggregate pre-tax U.S. GAAP net income, not including the quarterly fee, calculated and payable quarterly in arrears, subject to its aggregate U.S. GAAP net income being positive for the current and three preceding calendar quarters. The Company received a waiver to exclude unrealized gains on derivatives from the calculation of the quarterly fee for the three months ended June 30, 2014. | |
In addition, from June 10, 2013 to February 11, 2014, the Company paid RCS Capital Management incentive fees, calculated and payable quarterly in arrears, that were based on the Company’s earnings and stock price. The incentive fee was 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 was 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 the Company, 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 pays 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 quarterly 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 nine months ended September 30, 2014 was $2.0 million, which is the expense recorded by the Company. The Company did not incur a quarterly fee for the three months ended September 30, 2014. The quarterly fee earned by RCS Capital Management for the three and nine months ended September 30, 2013 was $1.3 million and $2.0 million, respectively. 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 the three and nine months ended September 30, 2014. The incentive fee earned by RCS Capital Management for both the three and nine months ended September 30, 2013 was $0.1 million. | |
Amended and Restated 2013 Manager Multi-Year Outperformance Agreement. The Company entered into the OPP, as of June 10, 2013, with the Original 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 Original 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 Original 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 was 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 included 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. | |
The Company, RCS Holdings and RCS Capital Management amended 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 were 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. After the LTIP Units were fully earned, they became 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. | |
For the nine months ended September 30, 2014 the Company recognized $9.7 million of the OPP award. The Company did not recognize an expense related to the OPP award for the three months ended September 30, 2014 since no additional LTIP Units may be earned under the OPP. For the three and nine months ended September 30, 2013 the Company recognized $0.4 million and $0.5 million, respectively, of the OPP award. The OPP award 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. On June 10, 2013, 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, as amended, shares of Class A common stock issuable upon exchange of the Original Operating Subsidiaries Units 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 and Original Operating Subsidiaries Units except for one share of Class B common stock and one Original Operating Subsidiaries Unit for a total of 23,999,999 shares of Class A common stock. See “Exchange Agreement.” | |
Exchange Agreement. RCAP Holdings entered into the Exchange Agreement with the Company under which RCAP Holdings has the right, from time to time, to exchange its Original Operating Subsidiaries Units for shares of Class A common stock of the Company on a one-for-one basis. | |
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) all the Original Operating Subsidiaries Units, and (b) all the outstanding shares of Class B common stock. The purpose of the Amendment was to permit an exchange by RCAP Holdings of its Original Operating Subsidiaries Units for shares of 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 Original Operating Subsidiaries to the Company in a transaction intending to qualify as tax-free under Section 351 of the Code. | |
On February 11, 2014, as part of the Restructuring Transactions, RCAP Holdings exchanged 23,999,999 Original Operating Subsidiaries Units for 23,999,999 shares of Class A common stock. | |
The Company issued the Class A common stock in the Exchange to RCAP Holdings in a private placement exempt from registration under the Securities Act. RCAP Holdings was an existing holder of 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. | |
Following receipt of stockholder consent, the Company amended the Company’s certificate of incorporation effective July 2, 2014 and amended the Exchange Agreement on August 5, 2014 to permit RCAP Holdings to continue to hold one share of Class B common stock without holding one Original Operating Subsidiaries Unit. Following this amendment, the remaining Original Operating Subsidiaries Unit owned by RCAP Holdings was exchanged for one share of Class A common stock, which was not issued as RCAP Holdings waived the right to receive it. | |
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 Original 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 the Company and 100% of the LTIP Units of RCS Holdings were issued to RCS Capital Management. The Class A Units of RCS Holdings 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). 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 “—Amended and Restated 2013 Manager Multi-Year Outperformance Agreement.” The Company, RCS Holdings and RCS Capital Management further amended 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 were 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. Because the LTIP Units of RCS Holdings are fully earned, they are entitled to a catch-up distribution and then the same distributions as Class A 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 Original Operating Subsidiaries. Under the amended and restated operating agreements of the Company’s Original Operating Subsidiaries, there are two classes of units of each such Original Operating Subsidiary called “Class A Units” and “Class B Units.” Class A Units confer substantially all of the economic rights and all of the voting rights in each Original Operating Subsidiary. No Class B Units are outstanding. | |
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 the Company and Class B Units in each of the Original Operating Subsidiaries (each such unit, an “Original Operating Subsidiaries Unit”) except for one share of Class B common stock and one Original Operating Subsidiaries Unit for a total of 23,999,999 shares of Class A common stock, also in a private placement exempt from registration under the Securities Act . Following receipt of stockholder consent, the Company amended the Company’s certificate of incorporation effective July 2, 2014 and amended the Exchange Agreement on August 5, 2014 to permit RCAP Holdings to continue to hold one share of Class B common stock without holding one Original Operating Subsidiaries Unit. Following this amendment, the remaining Original Operating Subsidiaries Unit owned by RCAP Holdings was exchanged for one share of Class A common stock, which was not issued as RCAP Holdings waived the right to receive it. Accordingly, no more Original Operating Subsidiaries Units are outstanding and the voting and economic interests in the Original Operating Subsidiaries are now held by the Company, 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, LLC 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 Original Operating Subsidiaries Units for shares of Class A common stock (with a cancellation of its corresponding shares of 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 Original Operating Subsidiaries Units for shares of Class A common stock along with the cancellation of a corresponding number of shares of 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, public securities offerings, the Cetera financings and the completion of the recent and 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 Original Operating Subsidiaries connected with such Original 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 Original 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 Original Operating Subsidiaries with respect to such Original 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. | |
Related Party Mutual Funds. As of September 30, 2014, the Company had investments in mutual funds managed by related parties of $18.0 million. As of December 31, 2013, the Company had investments in mutual funds managed by related parties of $14.4 million. | |
Luxor Arrangements. As part of the Cetera financings, on April 29, 2014, the Company issued to Luxor $120.0 million (face amount) of 5% convertible notes, issued at a price of $666.67 per $1,000 of par value (for gross proceeds to us upon issuance of $80.0 million) and $270.0 million (aggregate liquidation preference) of 7% convertible preferred stock, issued at a price of 88.89% of the liquidation preference per share (for gross proceeds to us upon issuance of $240.0 million). | |
Also on April 29, 2014, the Company entered into a put/call agreement with Luxor whereby, subject to certain conditions, (i) the Company has the right to repurchase Luxor’s 19.46% interest in RCS Capital Management (the “Luxor percentage interest”) from Luxor in exchange for its fair market value (as determined by the Company and Luxor pursuant to the agreement) in shares of Class A common stock (or, at the Company’s option, a cash equivalent); and (ii) Luxor has the right to require the Company to purchase the Luxor percentage interest in exchange for a number of shares of Class A common stock (or, at the Company’s option, a cash equivalent) that is equal to 15.00% multiplied by the Luxor percentage interest multiplied by the then outstanding number of shares of Class A common stock (assuming the conversion immediately prior thereto of the then outstanding convertible notes and convertible preferred stock). | |
The put/call agreement also provides that the members of RCS Capital Management (who are also the members of RCAP Holdings, AR Capital, LLC, RCS Holdings and RCAP Equity, LLC) may elect to purchase all of the Luxor percentage interest offered to the Company for an amount equal to the value of the Class A common stock required to be delivered by the Company for cash, shares of Class A common stock or a combination thereof. If the Company is prohibited by the Bank Facilities from purchasing the Luxor percentage interest, the members of RCS Capital Management will be required to purchase the Luxor percentage interest under the same terms. | |
On June 10, 2014 the Company issued 2,469,136 shares of Class A common stock at the public offering price of $20.25 per share to Luxor in a private offering. | |
In connection with securities issuances and arrangements described above, the Company agreed to file with the SEC a continuously effective resale registration statement with respect to certain securities owned and beneficially owned by Luxor by July 1, 2014. A Registration Statement on Form S-3 (File No. 333-197148) in fulfillment of this obligation was filed with the SEC on July 1, 2014 and became effective on July 16, 2014. |
Employee_Benefits
Employee Benefits | 9 Months Ended |
Sep. 30, 2014 | |
Compensation and Retirement Disclosure [Abstract] | ' |
Employee Benefits | ' |
Employee Benefits | |
401(k) and Health and Welfare Benefit Plan for Employees - The Company has several 401(k) and health and welfare defined contribution plans which have various eligibility standards, vesting requirements, and guidelines for matching. For the three months ended September 30, 2014 and 2013, the Company recorded expenses of $4.4 million and $1.6 million, respectively in the consolidated statements of income in internal commissions, payroll and benefits. For the nine months ended September 30, 2014 and 2013, the Company recorded expenses of $8.2 million and $2.4 million, respectively in the consolidated statements of income in internal commissions, payroll and benefits. | |
Deferred Compensation Plans for Financial Advisors - The Company offers a plan to certain of its financial advisors which allows them to defer a portion of their compensation which earns a rate of return based on the financial advisor’s selection of investments. In order to economically hedge this exposure, the Company invests in money market, international, U.S. equity and U.S. fixed income funds. The liability to the financial advisor is recorded in deferred compensation plan accrued liabilities and the related economic hedges are recorded in deferred compensation plan investments in the consolidated statement of financial condition. | |
For the three and nine months ended September 30, 2014 the Company recorded contra-expenses of $1.7 million and expenses of $1.0 million, respectively, in the consolidated statements of income in internal commissions, payroll and benefits. For the three and nine months ended September 30, 2014, the Company recorded contra-revenue from the economic hedges of $1.7 million and revenue of $1.0 million, respectively, in the consolidated statements of income in other revenue. For the three and nine months ended September 30, 2013, the Company did not record any revenues or expenses related to this deferred compensation plan because the plan relates to one of the recent acquisitions and, therefore, those results are not included in the Company’s results prior to the acquisition date. | |
Additionally, the Company offers a deferred compensation plan in connection with a Rabbi Trust Agreement to certain of its financial advisors. For this plan, the Company recorded expenses of $0.2 million for the three and nine months ended September 30, 2014 in the consolidated statements of income in internal commissions, payroll and benefits. For the three and nine months ended September 30, 2013, the Company did not record any revenues or expenses related to this deferred compensation plan because the plan relates to one of the recent acquisitions and, therefore, those results are not included in the Company’s results prior to the acquisition date. |
Segment_Reporting
Segment Reporting | 9 Months Ended | |||||||||||||||
Sep. 30, 2014 | ||||||||||||||||
Segment Reporting [Abstract] | ' | |||||||||||||||
Segment Reporting | ' | |||||||||||||||
Segment Reporting | ||||||||||||||||
During the second quarter of 2014, the Company’s internal reporting was revised to reflect the new business model. The Company now operates through its operating subsidiaries in six principal segments: Independent Retail Advice; Wholesale Distribution; Investment Banking, Capital Markets and Transaction Management Services; Investment Management; Investment Research; and Corporate and Other. | ||||||||||||||||
The Independent Retail Advice segment offers financial advice and investment solutions to investors through the broad network of financial advisors. Cetera, Summit, J.P. Turner, First Allied and ICH operate as independent subsidiaries under their own brand and management. | ||||||||||||||||
The Wholesale Distribution segment, includes the Company’s alternative investment program activities and Realty Capital Securities’ operations as the distributor or dealer manager for proprietary and non-proprietary publicly registered non-traded securities, open-end and closed-end mutual funds, BDC funds and an oil and gas program. 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. The Wholesale Distribution segment also includes StratCap, which through its broker-dealer subsidiary, distributes a platform of offerings consisting of two non-traded REITS, a non-traded BDC and two public non-traded limited liability companies through a selling group comprised of FINRA member broker-dealers and RIAs. | ||||||||||||||||
The Investment Banking, Capital Markets and Transaction Management Services segment provides comprehensive strategic advisory services focused on direct investment programs, particularly non-traded REITs through RCS Advisory, ANST and the investment banking division of Realty Capital Securities. These strategic advisory services include mergers and acquisitions advisory, capital markets activities, registration management, and other transaction support services. | ||||||||||||||||
The Investment Management segment, which primarily consists of mutual fund and other registered investment products, provides investment advisory, distribution and other services to the Hatteras family of funds. | ||||||||||||||||
The Investment Research segment provides focused research, consulting, training and education, and due diligence on traditional and non-traditional investment products through SK Research. | ||||||||||||||||
Corporate and Other primarily includes interest expense on the Company’s long-term debt, share-based compensation related to the Company’s board of directors, expenses related to the OPP plan, changes in the fair value of the Company’s derivative contracts, acquisition-related expenses and the results of operations for the Company’s Crowdfunding platform and Trupoly. | ||||||||||||||||
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 (loss) before taxes by segment for the three and nine months ended September 30, 2014 and 2013 (in thousands): | ||||||||||||||||
Three Months Ended | Nine Months Ended | |||||||||||||||
September 30, | September 30, | |||||||||||||||
2014 | 2013 | 2014 | 2013 | |||||||||||||
Independent retail advice(1): | ||||||||||||||||
Revenues | $ | 495,972 | $ | 5,744 | $ | 912,884 | $ | 5,744 | ||||||||
Expenses | 495,558 | 5,747 | 918,529 | 5,747 | ||||||||||||
Income (loss) | $ | 414 | $ | (3 | ) | $ | (5,645 | ) | $ | (3 | ) | |||||
Wholesale distribution: | ||||||||||||||||
Revenues | $ | 200,740 | $ | 208,890 | $ | 590,436 | $ | 641,525 | ||||||||
Expenses | 205,482 | 203,961 | 594,219 | 589,808 | ||||||||||||
Income (loss) | $ | (4,742 | ) | $ | 4,929 | $ | (3,783 | ) | $ | 51,717 | ||||||
Investment banking, capital markets and transaction management services: | ||||||||||||||||
Revenues | $ | 28,260 | $ | 15,305 | $ | 115,904 | $ | 31,317 | ||||||||
Expenses | 13,505 | 8,595 | 52,590 | 17,827 | ||||||||||||
Income | $ | 14,755 | $ | 6,710 | $ | 63,314 | $ | 13,490 | ||||||||
Investment management: | ||||||||||||||||
Revenues | $ | 16,972 | $ | — | $ | 16,972 | $ | — | ||||||||
Expenses | 14,689 | — | 14,689 | — | ||||||||||||
Income | $ | 2,283 | $ | — | $ | 2,283 | $ | — | ||||||||
Investment research: | ||||||||||||||||
Revenues | $ | 784 | $ | — | $ | 1,475 | $ | — | ||||||||
Expenses | 3,255 | — | 7,556 | — | ||||||||||||
Loss | $ | (2,471 | ) | $ | — | $ | (6,081 | ) | $ | — | ||||||
Corporate and other: | ||||||||||||||||
Revenues | $ | (27,810 | ) | $ | — | $ | 30,660 | $ | — | |||||||
Expenses | 22,068 | — | 46,023 | 217 | ||||||||||||
Loss | $ | (49,878 | ) | $ | — | $ | (15,363 | ) | $ | (217 | ) | |||||
Revenue reconciliation | ||||||||||||||||
Total revenues for reportable segments | $ | 714,918 | $ | 229,939 | $ | 1,668,331 | $ | 678,586 | ||||||||
Less: intercompany revenues | 36,340 | 412 | 71,366 | 412 | ||||||||||||
Total revenues | $ | 678,578 | $ | 229,527 | $ | 1,596,965 | $ | 678,174 | ||||||||
Income reconciliation | ||||||||||||||||
Total income (loss) before taxes for reportable segments | $ | (39,639 | ) | $ | 11,636 | $ | 34,725 | $ | 64,987 | |||||||
Reconciling items | — | — | — | — | ||||||||||||
Income (loss) before income taxes | $ | (39,639 | ) | $ | 11,636 | $ | 34,725 | $ | 64,987 | |||||||
_____________________ | ||||||||||||||||
(1) Includes First Allied’s operating results from September 25, 2013, the date First Allied was acquired by RCAP Holdings. | ||||||||||||||||
The following table presents the Company’s total assets by segment as of September 30, 2014 and December 31, 2013 (in thousands): | ||||||||||||||||
September 30, 2014 | December 31, 2013 | |||||||||||||||
Segment assets: | ||||||||||||||||
Independent retail advice | $ | 2,009,877 | $ | 225,623 | ||||||||||||
Wholesale distribution | 209,704 | 32,058 | ||||||||||||||
Investment banking, capital markets and transaction management services | 45,722 | 75,358 | ||||||||||||||
Investment management | 76,465 | — | ||||||||||||||
Investment research | 10,761 | — | ||||||||||||||
Corporate and other (1) | 159,559 | 3,585 | ||||||||||||||
Total assets for reportable segments | $ | 2,512,088 | $ | 336,624 | ||||||||||||
Assets reconciliation: | ||||||||||||||||
Total assets for reportable segments | $ | 2,512,088 | $ | 336,624 | ||||||||||||
Less: intercompany eliminations | 4,138 | 99 | ||||||||||||||
Total consolidated assets | $ | 2,507,950 | $ | 336,525 | ||||||||||||
_____________________ | ||||||||||||||||
(1) Excludes amounts related to investment in subsidiaries. |
Subsequent_Events
Subsequent Events | 9 Months Ended |
Sep. 30, 2014 | |
Subsequent Events [Abstract] | ' |
Subsequent Events | ' |
Subsequent Events | |
ARCP Litigation | |
On November 3, 2014, the Company announced that it had terminated the previously disclosed definitive agreement to acquire Cole Capital from a subsidiary of ARCP. Also on November 3, 2014, ARCP issued a press release asserting that, in its view, the Company had no basis to terminate the agreement and that the Company’s termination of the agreement was itself breach of the agreement. On November 11, 2014, ARCP filed suit against the Company for specific performance, injunctive relief and other relief in the Court of Chancery of the State of Delaware and, on November 12, 2014, ARCP issued a press release asserting that the Company’s termination of the agreement constituted a breach of the purchase agreement. The Company believes ARCP’s complaint is without merit and intends to vigorously defend itself. | |
See Note 2 for more information. | |
Massachusetts Investigation | |
On November 7, 2014, Realty Capital Securities received a subpoena from the Massachusetts Secretary of the Commonwealth, Securities Division (the “Division”), requiring the production of certain documents and other materials, dated from January 1, 2014 to the present, relating to sales by Realty Capital Securities of certain non-traded REITs and similar products sponsored or co-sponsored by AR Capital, LLC. The Company is actively complying with the subpoena and cooperating with the Division. |
Summary_of_Significant_Account1
Summary of Significant Accounting Policies (Policies) | 9 Months Ended | |
Sep. 30, 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, SK Research, Cetera, Summit, J.P. Turner, Hatteras, ICH, StratCap and Trupoly for the periods since acquisition and of First Allied for the periods since it was under the control of RCAP Holdings. 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 statement of results. | ||
The statement of financial condition as of December 31, 2013 was derived from audited financial statements but does not include all disclosures required by U.S. GAAP. | ||
The Company’s acquisition of First Allied was accounted for at historical cost in a manner similar to a pooling-of-interest accounting because First Allied and the Company were under the common control of RCAP Holdings at the time of the acquisition of First Allied by RCAP Holdings. Beginning with the Company’s financial statements for the quarter ended June 30, 2014, the Company has presented recast financial information, including the elimination of transactions between the Company and First Allied, for the relevant periods to reflect the results of operations and financial position of First Allied as if the Company had acquired it on September 25, 2013, the date that First Allied was acquired by RCAP Holdings. The acquisition of First Allied by RCAP Holdings was accounted for by RCAP Holdings using the purchase method of accounting; therefore, the purchase price was allocated to First Allied’s assets and liabilities at fair value and any excess purchase price was then attributed to intangible assets and goodwill. When the Company acquired First Allied from RCAP Holdings, no additional intangible assets or goodwill were recorded. | ||
Reclassifications | ' | |
Reclassifications | ||
Certain reclassifications have been made to the prior period financial statement presentation to conform to the current period presentation primarily as a result of the need to harmonize the financial statements of the Company with those of the entities acquired during 2014 and to reflect the combination of the results of operations and financial position of First Allied as if the Company had acquired it on September 25, 2013, the date that First Allied was acquired by RCAP Holdings. | ||
Cash Flow Presentation | ' | |
Change in Cash Flow Presentation | ||
During the preparation of the unaudited financial statements as of and for the nine months ended September 30, 2014, the Company noted that the classification of an earn-out payment was presented as “cash flows used in operating activities” instead of “cash flows used in financing activities” in the previously reported cash flow statement as of and for the six months ended June 30, 2014. This payment was to settle contingent consideration of $12.6 million, made subsequent to the Company’s completion of the acquisition of Cetera during the second quarter of 2014, related to Cetera’s 2013 acquisition of Tower Square Securities, Inc. and Walnut Street Securities, Inc. The Company has evaluated the error in the classification of the earn-out payment as “cash flows used in operating activities” instead of “cash flows used in financing activities” and determined that it was not material to the previously issued unaudited financial statements for the six months ended June 30, 2014; however, the Company has appropriately classified this cash outflow in the unaudited financial statements as of and for the nine months ended September 30, 2014. The cash flow statement for the six months ended June 30, 2014, will be revised in the Company’s unaudited financial statements as of and for the six months ended June 30, 2015 to reflect the following: | ||
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. | ||
Restricted Cash | ' | |
Restricted Cash | ||
As of September 30, 2014, $24.0 million of restricted cash was held in escrow. The escrow account was required to be established by lenders under the Bank Facilities as a cash reserve to satisfy a potential cash liability of RCAP Holdings in respect of seller’s notes issued as part of the purchase consideration for the First Allied acquisition. Simultaneously with the establishment of the escrow account, the Company and RCAP Holdings entered into a reimbursement agreement whereby RCAP Holdings has agreed to reimburse the Company for any amounts released from the escrow to pay cash on exchange of the First Allied notes. When RCAP Holdings satisfies any portion of its obligations under the First Allied notes, whether through cash or stock, the proportionate amount of the restricted cash may be released from the escrow to the Company. | ||
Cash and Segregated Securities | ' | |
Cash and Segregated Securities | ||
Cash and segregated securities represents cash and securities deposited by customers and funds accruing to customers as a result of trades or contracts that the Company’s registered broker-dealers segregate in separate accounts on behalf of customers pursuant to the requirements of SEC Rule 15c3-3. | ||
Available-For-Sale Securities | ' | |
Available-For-Sale Securities | ||
The Company has investments in mutual funds managed by related parties. The Company treats these securities as available-for-sale securities with unrealized gains (losses) recorded in other comprehensive income (loss) and realized gains (losses) recorded in earnings. | ||
Trading Securities | ' | |
Trading Securities | ||
The Company’s trading securities are carried at fair value with realized and unrealized gains and losses recognized in other revenue in the consolidated statement of income. Trading securities are recorded on a trade date basis. Dividend income on trading securities is recorded when declared. Interest income on trading securities is recorded when earned. | ||
Fees and Commissions Receivable | ' | |
Fees and Commissions Receivable | ||
Fees and commissions receivable includes 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 entity under common control, AR Capital, LLC, and other sponsors. | ||
Receivables from Broker Dealers and Clearing Organizations and Other | ' | |
Receivables from Brokers, Dealers and Clearing Organizations and Other | ||
Receivables from brokers, dealers and clearing organizations and other include receivables that arise in the ordinary course of the Company’s brokerage activities. | ||
Reimbursable Expenses and Investment Banking 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. | ||
Fixed Assets | ' | |
Fixed Assets | ||
Fixed assets are recorded at cost, net of accumulated depreciation and amortization. Office furniture and equipment and computer hardware and software are depreciated on a straight-line basis over the estimated useful life which ranges from one to ten years. Leasehold improvements are amortized over the lesser of their useful lives or the term of the lease. See Note 7 for more information. | ||
Deferred Compensation Plan Investments and Accrued Liabilities | ' | |
Deferred Compensation Plan Investments and Accrued Liabilities | ||
The Company offers a plan to certain of its financial advisors which allows them to defer a portion of their compensation which earns a rate of return based on the financial advisor’s selection of investments. In order to economically hedge this exposure, the Company invests in money market, international, U.S. equity and U.S. fixed income funds which are measured at fair value. The liability to the financial advisors is recorded in deferred compensation plan accrued liabilities and the related economic hedges are recorded in deferred compensation plan investments in the consolidated statement of financial condition. See Notes 4 and 20 for more information. | ||
Notes Receivable | ' | |
Notes Receivable | ||
The Company loans money to certain of its financial advisors under two types of promissory note agreements, which bear interest at various rates and have various maturities. Such agreements include forgivable promissory notes and payback promissory notes. Management establishes an allowance that it believes is sufficient to cover any probable losses. When establishing this allowance, management considers a number of factors, including its ability to collect from the financial advisor and the Company’s historical experience in collecting on such transactions. The notes receivable were acquired through the recent acquisitions and the Company has determined that these loans are not impaired. See Note 6 for more information. | ||
Deferred Financing Fees | ' | |
Deferred Financing Fees | ||
The Company incurs expenses in connection with registering and issuing debt securities and bank debt and equity securities to finance its recent and pending acquisitions. For debt issuances, direct costs are deferred until the debt is issued at which point they are 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 are recorded as a reduction of the proceeds in additional paid-in capital. | ||
Goodwill and Identifiable Intangible Assets | ' | |
Goodwill and Identifiable Intangible Assets | ||
Goodwill represents the amount by which the purchase price exceeds the fair value of the net tangible and intangible assets of an acquired company on the date of acquisition. Intangible assets, primarily financial advisor relationships, trade names and non-compete agreements, are recorded at their fair value at the completion of an acquisition. Goodwill and indefinite-lived intangible assets are reviewed annually for impairment as of October 31. The Company’s indefinite-lived intangible assets are comprised of a distribution network of registered investment advisers (“RIAs”) and broker-dealers. Intangible assets that do not have indefinite lives are amortized over their useful lives and reviewed for impairment annually. | ||
The goodwill and intangible assets from each acquisition were determined by an independent valuation company and reviewed by the Company using estimates such as future revenues attributable to financial advisors and the financial advisors’ client retention rates which were used to derive economic cash flows that were fair valued at an appropriate rate of return over their respective useful lives. See Note 8 for more information. | ||
Derivative Contracts | ' | |
Derivative Contracts | ||
On April 29, 2014, the Company entered into a series of contemporaneous transactions, as described below, that qualify as derivative contracts or include derivative contracts. These derivative contracts include a put/call agreement, which is a free-standing derivative contract, and embedded derivative contracts related to the Company’s issuance of convertible notes and convertible preferred stock (“hybrid instruments”). The embedded derivative contracts’ features require separate accounting as derivative instruments; therefore, the issuance proceeds for the convertible note and convertible preferred stock were first allocated to the fair value of the put/call agreement and then, on a relative fair value basis, to the hybrid instruments. The proceeds allocated to each hybrid instrument were then attributed between the host contract and the embedded derivative contracts. These derivative contracts are carried at their fair value with changes in fair value reflected in other revenues in the consolidated statements of income. See Notes 4 and 10 for more information. | ||
Contingent and Deferred Consideration | ' | |
Contingent and Deferred Consideration | ||
Contingent consideration, also referred to as earn-outs, and deferred payments represent future payments of cash or equity interests to the former owners of the businesses acquired in the recent acquisitions and are initially recorded at fair value in the consolidated statements of financial condition. Contingent consideration is subsequently remeasured each reporting period at fair value with the change in the fair value recorded in other expenses on the consolidated statement of income. | ||
Preferred Stock | ' | |
Preferred Stock | ||
On April 29, 2014, the Company issued shares of convertible preferred stock in a private placement. Based on the convertible preferred stock’s redemption and conversion features, the Company has classified the convertible preferred stock as mezzanine equity on the statement of financial condition. The Company’s convertible preferred stock is convertible, at the holder’s option, into shares of Class A common stock. See Notes 10 and 11 for more information. | ||
Acquisition Accounting | ' | |
Acquisition Accounting | ||
The Company accounts for its acquisitions using the purchase method of accounting except for the First Allied acquisition which was accounted for at historical cost. | ||
Under the purchase method of accounting the purchase price is preliminarily allocated to the acquiree’s assets and liabilities at fair value and any excess purchase price is then attributed to identifiable intangible assets and goodwill. The preliminary purchase price allocation may be modified as more information is obtained for a period of no more than one year. For acquisitions accounted for under the purchase method, the results of operations of the acquiree are included in the Company’s results from the day after the acquisition closed and prior period financial statements are not restated. | ||
The Company’s acquisition of First Allied was accounted for at historical cost in a manner similar to a pooling-of-interest accounting because First Allied and the Company were under the common control of RCAP Holdings immediately following the acquisition of First Allied by RCAP Holdings. Beginning with the Company’s financial statements for the quarter ended June 30, 2014, the Company has presented recast financial information for the relevant periods to reflect the results of operations and financial position of First Allied as if the Company had acquired it on September 25, 2013, the date that First Allied was acquired by RCAP Holdings. The acquisition of First Allied by RCAP Holdings was accounted for by RCAP Holdings using the purchase method of accounting; therefore, the purchase price was allocated to First Allied’s assets and liabilities at fair value and any excess purchase price was then attributed to intangible assets and goodwill. When the Company acquired First Allied from RCAP Holdings, no additional intangible assets or goodwill were recorded. | ||
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 | ||
The Company, through certain of its broker-dealer subsidiaries, 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. The Company 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 reallowed as commissions, in accordance with industry practices. Commission percentages are generally established in the issuers’ offering documents leaving the Company no discretion as to the payment of commissions. Commission revenues and related expenses are recorded on a trade date basis as securities transactions occur. | ||
The Company, serving as a dealer manager, receives fees and compensation in connection with the wholesale distribution of registered non-traded securities. The Company contracts directly with independent broker-dealers and RIAs to solicit share subscriptions. The non-traded securities are offered on a “best efforts” basis and the Company is not obligated to underwrite or purchase any shares for its own account. The Company 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 RIAs. The Company 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 its distributors. The goal of the analysis is to determine which entity is the primary obligor in the arrangement. After weighing many indicators, including the Company’s position as the exclusive distributor or dealer manager primarily responsible for the distribution of its customers’ shares, its discretion in supplier selection, that our distributors 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 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 the Company 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 3.0%) 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 continues 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. | ||
Retail Commissions | ||
The Company records commissions received from securities transactions on a trade-date basis. Commissions from mutual funds, variable annuities, and insurance product purchases transacted directly with the product manufacturers, as well as mutual fund and annuity trailers are estimated for each accounting period. Commissions payable related to these transactions are recorded based upon estimated payout ratios for each product as commission revenue is accrued. | ||
Investment Banking Fees | ||
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. | ||
Advisory Fees and Asset-Based Fees | ||
The Company provides investment advisory services to clients. Fees for the services are based on the value of the clients’ portfolios and are generally billed in advance at the beginning of each quarter. The fees are then recognized ratably over the period earned. Asset-based fees include amounts earned related to client sweep account investments, omnibus processing and networking services, and reimbursements and allowances from product providers related to the sale and custody of their products and are recognized when earned. | ||
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. | ||
Investment Fee Revenue | ||
The Company earns management and servicing fees from the investment companies for which it serves as investment adviser. Management and servicing fees are recognized when earned and are calculated monthly or quarterly, as applicable, as a percentage of the aggregate net assets of the funds under management. | ||
Transaction and Other Fees | ||
The Company charges transaction fees for executing transactions on client accounts. Transaction-related charges are recognized on a trade-date basis. Other fee revenue includes fees charged to clients such as individual retirement account maintenance fees, margin interest and confirmation fees, as well as fees charged to financial advisors for contracted services such as affiliation and transaction fees. Other fees are recognized as earned. | ||
Other Revenues | ||
Other revenues include changes in the fair value of the Company’s derivatives contracts, the deferred compensation plan investments and trading securities. See Notes 4 and 10 for more information. | ||
Share-Based Compensation | ' | |
Share-Based Compensation | ||
The Company grants restricted stock awards to certain employees under the RCS Capital Corporation Equity Plan (the “RCAP 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 5 years based on grant date fair value of the awards. | ||
The Company has also granted restricted stock awards to certain employees of related parties under the RCAP 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 were 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. | ||
On June 10, 2014, RCAP Holdings and RCAP Equity, LLC, as the holders of 68.97% of the combined voting power of the Company’s outstanding common stock, approved the Company’s 2014 Stock Purchase Program (the “Stock Purchase Program”). The Stock Purchase Program became effective on June 30, 2014. The purpose of the Stock Purchase Program is to enable select employees, financial advisors and executive officers of the Company and its affiliates and of subsidiaries of the Company that are part of the Company’s retail advice platform (“Eligible Individuals”) to acquire proprietary interests in the Company through the ownership of Class A common stock. The Stock Purchase Program is not intended to qualify as an “employee stock purchase plan” under Section 423 of the Internal Revenue Code of 1986, as amended (the “Code”), and any warrants granted under the Stock Purchase Program are not intended to qualify as “incentive stock options” under Section 422 of the Code. Up to 4,000,000 shares of Class A common stock may be sold to Eligible Individuals or may be issued under warrants granted under the Stock Purchase Program. The Company recognizes the expense in internal commissions, payroll and benefits expense in the consolidated statement of income on a straight line basis over the three-year vesting period based on the grant date fair value of warrants issued to employees. For warrants issued to non-employees, the Company remeasures the fair value at each reporting date and the amortization of the expense is adjusted accordingly and recognized over the remaining vesting period. | ||
The First Allied Holdings 2013 Restricted Unit Plan (the “FA RSU Plan”) provides for the grant of phantom stock which was issued to certain employees in connection with the acquisition of First Allied by RCAP Holdings. Pursuant to the terms of the FA RSU Plan, the phantom stock vests equally on each of the first three anniversaries of the acquisition of First Allied by RCAP Holdings. The FA RSU Plan is accounted for using the liability method. | ||
Interest Expense | ' | |
Interest Expense | ||
Interest expense includes interest expense on the Company’s bank debt and convertible notes which were issued at a discount. The Company amortizes the discount using the effective interest rate method. See Note 9 for more information. | ||
Income Taxes | ' | |
Income Taxes | ||
The Company files federal and state income tax returns. Realty Capital Securities, ANST and RCS Advisory were treated as disregarded entities up to the date of the subsidiary reorganization (June 10, 2013) and as partnerships for federal and state income tax purposes through the date of the amendment to the Exchange Agreement (August 5, 2014). All income and expense earned by Realty Capital Securities, ANST and RCS Advisory flowed through to their owner through the date of reorganization. The Company was a 9.4% owner of these partnerships from the date of the subsidiary reorganization on June 10, 2013 through the date of the Restructuring Transactions (February 11, 2014). From the date of the Restructuring Transactions (February 11, 2014) through the date of the amendment to the Exchange Agreement (August 5, 2014), the Company was an owner of all but a de minimis amount of these partnerships. As part of the amendment to the Exchange Agreement, no more Class B Units in any of Realty Capital Securities, ANST and RCS Advisory are outstanding and 100% of the voting and economics interests in the Original Operating Subsidiaries are now held by the Company, indirectly, through RCS Holdings’ ownership of the Class A units resulting in Realty Capital Securities, ANST and RCS Advisory being treated as disregarded entities. 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(s). Hatteras, SK Research, J.P. Turner, StratCap and Trupoly are generally treated as disregarded tax entities post-acquisition. Summit, Cetera, First Allied, ICH and other entities will likely join in a newly formed consolidated group. | ||
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 its 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 14 for more information. | ||
Reportable Segments | ' | |
Reportable Segments | ||
During the second quarter of 2014, the Company’s internal reporting was revised and is now organized into six segments as follows: | ||
• | Independent Retail Advice, which is comprised of Cetera, Summit, J.P. Turner, First Allied and ICH (following the completion of the VSR and Girard acquisitions, this segment will also include VSR and Girard) | |
• | Wholesale Distribution, which is comprised of Realty Capital Securities, excluding its investment banking division, and StratCap | |
• | Investment Banking, Capital Markets and Transaction Management Services, which is comprised of the investment banking division of Realty Capital Securities, RCS Advisory and ANST (following the completion of the Docupace acquisition, this segment will also include Docupace) | |
• | Investment Management, which is comprised of Hatteras | |
• | Investment Research, which is comprised of SK Research | |
• | Corporate and Other | |
Recently Issued Accounting Pronouncements | ' | |
Recently Issued Accounting Pronouncements | ||
In May 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update 2014-09, “Revenue from Contracts with Customers” (“ASU 2014-09”) to clarify the principles for recognizing revenue and to develop a common revenue standard for US GAAP and International Financial Reporting Standards. For public entities, the amendments are effective for annual reporting periods beginning after December 15, 2016, including interim periods within that reporting period. Early application is not permitted. The Company is still evaluating the impact of ASU 2014-09. |
Recent_and_Pending_Acquisition1
Recent and Pending Acquisitions (Table) | 9 Months Ended | |||||||
Sep. 30, 2014 | ||||||||
Business Acquisition [Line Items] | ' | |||||||
Business Acquisition, Pro Forma Information | ' | |||||||
The Company’s supplemental pro forma results of operations, which include the Original Operating Subsidiaries, Cetera, Summit, J.P. Turner, Hatteras, First Allied, ICH and StratCap for the nine months ended September 30, 2014 and 2013, are as follows (in millions): | ||||||||
Nine Months Ended September 30, | ||||||||
2014 | 2013 | |||||||
Total revenues | $ | 2,282.10 | $ | 1,995.20 | ||||
Loss before taxes | (3.5 | ) | (86.9 | ) | ||||
Benefit from income taxes (1) | (1.4 | ) | (34.7 | ) | ||||
Net loss | (2.1 | ) | (52.2 | ) | ||||
Less: income attributable to non-controlling interest | 8.8 | — | ||||||
Less: preferred dividends and deemed dividend | 209 | 14.2 | ||||||
Net loss attributable to Class A common stockholders | $ | (219.9 | ) | $ | (66.4 | ) | ||
Per share data | ||||||||
Pro forma basic and diluted loss per share (2) | $ | (4.76 | ) | $ | (1.52 | ) | ||
Pro forma weighted average basic and diluted shares | 46,336,212 | 43,523,983 | ||||||
________________________ | ||||||||
(1) Reflects pro forma adjustment to record the income tax provision based on the assumed 40% tax rate. | ||||||||
(2) For the nine months ended September 30, 2014, the numerator for the pro forma basic and diluted earnings per share calculation was reduced by $0.7 million for allocation of earnings to unvested restricted stock units holders. | ||||||||
Cetera Financial Group | ' | |||||||
Business Acquisition [Line Items] | ' | |||||||
Schedule of Business Acquisitions, by Acquisition | ' | |||||||
The total Cetera consideration consisted of the following (in thousands): | ||||||||
Contractual purchase price | $ | 1,150,000 | ||||||
Purchase price adjustments | 17,258 | |||||||
Total consideration | $ | 1,132,742 | ||||||
The preliminary assignment of the total consideration for the Cetera acquisition as of the date of the acquisition was as follows (in thousands): | ||||||||
Cash and cash equivalents | $ | 241,641 | ||||||
Cash and segregated securities | 7,999 | |||||||
Trading securities | 741 | |||||||
Receivables | 49,883 | |||||||
Property and equipment | 17,735 | |||||||
Prepaid expenses | 15,083 | |||||||
Deferred compensation plan investments | 76,010 | |||||||
Notes receivable | 38,805 | |||||||
Other assets | 36,553 | |||||||
Accounts payable | (94,074 | ) | ||||||
Accrued expenses | (32,421 | ) | ||||||
Other liabilities | (112,977 | ) | ||||||
Deferred compensation plan accrued liabilities | (75,294 | ) | ||||||
Total fair value excluding goodwill and intangible assets | 169,684 | |||||||
Goodwill | 290,575 | |||||||
Intangible assets | 944,542 | |||||||
Deferred tax liability | (272,059 | ) | ||||||
Total consideration | $ | 1,132,742 | ||||||
Business Acquisition, Pro Forma Information | ' | |||||||
The Company’s supplemental pro forma results of operations for Cetera for the nine months ended September 30, 2014 and 2013 are as follows (in millions): | ||||||||
Nine Months Ended September 30, | ||||||||
2014 | 2013 | |||||||
Total revenues | $ | 919.3 | $ | 835.1 | ||||
Loss before taxes | (53.2 | ) | (114.8 | ) | ||||
Summit Financial Services Group | ' | |||||||
Business Acquisition [Line Items] | ' | |||||||
Schedule of Business Acquisitions, by Acquisition | ' | |||||||
The total Summit consideration consisted of the following (in thousands): | ||||||||
Cash paid by the Company | $ | 46,727 | ||||||
Stock issued by the Company | 10,431 | |||||||
Total consideration | $ | 57,158 | ||||||
The preliminary assignment of the total consideration for the Summit acquisition as of the date of the acquisition was as follows (in thousands): | ||||||||
Cash and cash equivalents | $ | 13,353 | ||||||
Receivables | 3,147 | |||||||
Property and equipment | 362 | |||||||
Prepaid expenses | 1,531 | |||||||
Notes receivable | 1,092 | |||||||
Other assets | 3 | |||||||
Accounts payable | (7,465 | ) | ||||||
Accrued expenses | (3,100 | ) | ||||||
Total fair value excluding goodwill and intangible assets | 8,923 | |||||||
Goodwill | 23,014 | |||||||
Intangible assets | 31,240 | |||||||
Deferred tax liability | (6,019 | ) | ||||||
Total consideration | $ | 57,158 | ||||||
Business Acquisition, Pro Forma Information | ' | |||||||
The Company’s supplemental pro forma results of operations for Summit for the nine months ended September 30, 2014 and 2013 are as follows (in millions): | ||||||||
Nine Months Ended September 30, | ||||||||
2014 | 2013 | |||||||
Total revenues | $ | 74.5 | $ | 61.3 | ||||
Income (loss) before taxes | (4.2 | ) | 0.6 | |||||
JP Turner & Company, LLC | ' | |||||||
Business Acquisition [Line Items] | ' | |||||||
Schedule of Business Acquisitions, by Acquisition | ' | |||||||
The total J.P. Turner consideration consisted of the following (in thousands): | ||||||||
Cash paid by the Company | $ | 12,786 | ||||||
Stock issued by the Company | 4,860 | |||||||
Contingent consideration | 4,500 | |||||||
Deferred consideration | 9,426 | |||||||
Total consideration | $ | 31,572 | ||||||
The estimated range of undiscounted outcomes of the contingent consideration as of September 30, 2014 was as follows (in thousands): | ||||||||
Low Case | High Case | |||||||
Estimated contingent consideration amount | $ | 6,323 | $ | 6,663 | ||||
The preliminary assignment of the total consideration for the J.P. Turner acquisition as of the date of the acquisition was as follows (in thousands): | ||||||||
Cash and cash equivalents | $ | 10,171 | ||||||
Receivables | 712 | |||||||
Property and equipment | 232 | |||||||
Prepaid expenses | 892 | |||||||
Notes receivable | 1,660 | |||||||
Other assets | 2,171 | |||||||
Accounts payable | (1,710 | ) | ||||||
Accrued expenses | (8,543 | ) | ||||||
Other liabilities | (656 | ) | ||||||
Total fair value excluding goodwill and intangible assets | 4,929 | |||||||
Goodwill | 12,443 | |||||||
Intangible assets | 14,200 | |||||||
Total consideration | $ | 31,572 | ||||||
Business Acquisition, Pro Forma Information | ' | |||||||
The Company’s supplemental pro forma results of operations with J.P. Turner for the nine months ended September 30, 2014 and 2013 are as follows (in millions): | ||||||||
Nine Months Ended September 30, | ||||||||
2014 | 2013 | |||||||
Total revenues | $ | 45.5 | $ | 43.4 | ||||
Income (loss) before taxes | 2.8 | (0.2 | ) | |||||
Hatteras Funds Group | ' | |||||||
Business Acquisition [Line Items] | ' | |||||||
Schedule of Business Acquisitions, by Acquisition | ' | |||||||
The estimated range of undiscounted outcomes of the contingent consideration as of September 30, 2014 was as follows (in thousands): | ||||||||
Low Case | High Case | |||||||
Estimated contingent consideration amount | $ | 19,310 | $ | 81,210 | ||||
The preliminary assignment of the total consideration for the Hatteras acquisition as of the date of the acquisition was as follows (in thousands): | ||||||||
Cash and cash equivalents | $ | 805 | ||||||
Receivables | 7,747 | |||||||
Property and equipment | 192 | |||||||
Prepaid expenses | 326 | |||||||
Other assets | 120 | |||||||
Accounts payable | (3,721 | ) | ||||||
Accrued expenses | (5,277 | ) | ||||||
Total fair value excluding goodwill and intangible assets | 192 | |||||||
Goodwill | 15,348 | |||||||
Intangible assets | 48,770 | |||||||
Total consideration | $ | 64,310 | ||||||
The total Hatteras consideration consisted of the following (in thousands): | ||||||||
Cash paid by the Company | $ | 30,000 | ||||||
Contingent consideration | 24,880 | |||||||
Deferred consideration | 9,430 | |||||||
Total consideration | $ | 64,310 | ||||||
Business Acquisition, Pro Forma Information | ' | |||||||
The Company’s supplemental pro forma results of operations for Hatteras for the nine months ended September 30, 2014 and 2013 are as follows (in millions): | ||||||||
Nine Months Ended September 30, | ||||||||
2014 | 2013 | |||||||
Total revenues | $ | 47.5 | $ | 31.6 | ||||
Income before taxes | 5.4 | 0.3 | ||||||
Investors Capital Holdings | ' | |||||||
Business Acquisition [Line Items] | ' | |||||||
Schedule of Business Acquisitions, by Acquisition | ' | |||||||
The preliminary assignment of the total consideration for the ICH acquisition as of the date of the acquisition was as follows (in thousands): | ||||||||
Cash and cash equivalents | $ | 6,881 | ||||||
Short term investments and securities owned | 499 | |||||||
Receivables | 7,442 | |||||||
Property and equipment | 275 | |||||||
Notes receivable | 1,550 | |||||||
Deferred compensation | 2,250 | |||||||
Other assets | 2,392 | |||||||
Accounts payable and accrued expenses | (1,922 | ) | ||||||
Other liabilities | (7,593 | ) | ||||||
Notes payable and long-term debt | (2,918 | ) | ||||||
Non-qualified deferred compensation | (2,611 | ) | ||||||
Total fair value excluding goodwill, intangible assets, and deferred tax liability | 6,245 | |||||||
Goodwill | 26,184 | |||||||
Intangible assets | 33,600 | |||||||
Deferred tax liability | (13,520 | ) | ||||||
Total consideration | $ | 52,509 | ||||||
The total ICH consideration consisted of the following (in thousands): | ||||||||
Cash paid by the Company | $ | 8,412 | ||||||
Stock issued by the Company | 44,097 | |||||||
Total consideration | $ | 52,509 | ||||||
Business Acquisition, Pro Forma Information | ' | |||||||
The Company’s supplemental pro forma results of operations for ICH for the nine months ended September 30, 2014 and 2013 are as follows (in millions): | ||||||||
Nine Months Ended September 30, | ||||||||
2014 | 2013 | |||||||
Total revenues | $ | 71 | $ | 64.3 | ||||
Loss before taxes | (3.3 | ) | (3.9 | ) | ||||
StratCap | ' | |||||||
Business Acquisition [Line Items] | ' | |||||||
Schedule of Business Acquisitions, by Acquisition | ' | |||||||
The contingent and deferred consideration in the table above represents the fair value which includes discounting for the time value of money. The estimated range of undiscounted outcomes for the contingent consideration are as follows (in thousands): | ||||||||
Low Case | High Case | |||||||
Estimated contingent consideration amount | $ | 77,850 | $ | 138,350 | ||||
The preliminary assignment of the total consideration for the StratCap acquisition as of the date of the acquisition was as follows (in thousands): | ||||||||
Cash and cash equivalents | $ | 4,522 | ||||||
Short term investments and securities owned | 2,239 | |||||||
Receivables | 4,858 | |||||||
Property and equipment | 96 | |||||||
Prepaid expenses and other assets | 629 | |||||||
Accounts payable | (706 | ) | ||||||
Accrued expenses | (201 | ) | ||||||
Other liabilities | (908 | ) | ||||||
Total fair value excluding goodwill and intangible assets | 10,529 | |||||||
Goodwill | 26,956 | |||||||
Intangible assets | 121,580 | |||||||
Total consideration | $ | 159,065 | ||||||
The total StratCap consideration consisted of the following (in thousands): | ||||||||
Cash paid by the Company | $ | 66,400 | ||||||
Stock issued by the Company | 10,000 | |||||||
Contingent consideration | 72,695 | |||||||
Deferred consideration | 9,970 | |||||||
Total consideration | $ | 159,065 | ||||||
Business Acquisition, Pro Forma Information | ' | |||||||
The Company’s supplemental pro forma results of operations for StratCap for the nine months ended September 30, 2014 and 2013 are as follows (in millions): | ||||||||
Nine Months Ended September 30, | ||||||||
2014 | 2013 | |||||||
Total revenues | $ | 128.2 | $ | 41 | ||||
Loss before taxes | (0.7 | ) | (11.8 | ) |
Summary_of_Significant_Account2
Summary of Significant Accounting Policies (Tables) | 9 Months Ended | |||
Sep. 30, 2014 | ||||
Accounting Policies [Abstract] | ' | |||
Schedule of Error Corrections and Prior Period Adjustments | ' | |||
The cash flow statement for the six months ended June 30, 2014, will be revised in the Company’s unaudited financial statements as of and for the six months ended June 30, 2015 to reflect the following: | ||||
June 30, 2014 | ||||
As reported: Net cash used by operating activities | $ | (43,274 | ) | |
Revised: Net cash provided used by operating activities | (30,609 | ) | ||
As reported: Net cash provided by financing activities | 1,381,419 | |||
Revised: Net cash provided by financing activities | 1,368,754 | |||
Fair_Value_Disclosures_Fair_Va
Fair Value Disclosures Fair Value Disclosures (Tables) | 9 Months Ended | |||||||||||||||||||||||
Sep. 30, 2014 | ||||||||||||||||||||||||
Fair Value Disclosures [Abstract] | ' | |||||||||||||||||||||||
Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis | ' | |||||||||||||||||||||||
The Company’s fair value hierarchy for those assets measured at fair value on a recurring basis by product category as of September 30, 2014 are as follows (in thousands): | ||||||||||||||||||||||||
Level 1 | Level 2 | Level 3 | Total | |||||||||||||||||||||
Assets: | ||||||||||||||||||||||||
Cash equivalents - money market funds | $ | 104,622 | $ | — | $ | — | $ | 104,622 | ||||||||||||||||
Securities segregated under federal and other regulations: | ||||||||||||||||||||||||
U.S. treasury securities | — | 19,009 | — | 19,009 | ||||||||||||||||||||
Available-for-sale securities: | ||||||||||||||||||||||||
Mutual funds | 11,193 | — | — | 11,193 | ||||||||||||||||||||
Total available-for-sale | 11,193 | — | — | 11,193 | ||||||||||||||||||||
Trading securities: | ||||||||||||||||||||||||
Equity securities | 175 | — | — | 175 | ||||||||||||||||||||
Mutual funds | 8,783 | — | — | 8,783 | ||||||||||||||||||||
Certificate of deposits | 39 | 15 | — | 54 | ||||||||||||||||||||
U.S. government bonds | 2 | 10 | — | 12 | ||||||||||||||||||||
State and municipal bonds | 541 | 254 | — | 795 | ||||||||||||||||||||
Corporate bonds | 20 | 50 | — | 70 | ||||||||||||||||||||
Other | — | — | 476 | 476 | ||||||||||||||||||||
Total trading securities | 9,560 | 329 | 476 | 10,365 | ||||||||||||||||||||
Deferred compensation plan investments: | ||||||||||||||||||||||||
Money market fund | 4,676 | — | — | 4,676 | ||||||||||||||||||||
International global funds | 15,878 | — | — | 15,878 | ||||||||||||||||||||
U.S. equity funds | 46,307 | — | — | 46,307 | ||||||||||||||||||||
U.S. fixed-income funds | 12,752 | — | — | 12,752 | ||||||||||||||||||||
Mutual funds | — | 2,586 | — | 2,586 | ||||||||||||||||||||
Total funds securities | 79,613 | 2,586 | — | 82,199 | ||||||||||||||||||||
Prepaid expenses and other assets - oil and gas interests | — | — | 333 | 333 | ||||||||||||||||||||
Total | $ | 204,988 | $ | 21,924 | $ | 809 | $ | 227,721 | ||||||||||||||||
Liabilities: | ||||||||||||||||||||||||
Derivative contracts | $ | — | $ | — | $ | 132,025 | (1) | $ | 132,025 | |||||||||||||||
Other liabilities: | ||||||||||||||||||||||||
Equity securities | 238 | — | — | 238 | ||||||||||||||||||||
Mutual funds and unit investment trusts | 9 | — | — | 9 | ||||||||||||||||||||
State and municipal government obligations | 131 | — | — | 131 | ||||||||||||||||||||
Corporate and other debt | 20 | — | — | 20 | ||||||||||||||||||||
Certificates of deposit | 68 | — | — | 68 | ||||||||||||||||||||
Contingent consideration | — | — | 108,056 | (2) | 108,056 | |||||||||||||||||||
Total | $ | 466 | $ | — | $ | 240,081 | $ | 240,547 | ||||||||||||||||
_____________________ | ||||||||||||||||||||||||
(1) Includes $14.2 million of derivatives classified in long-term debt. | ||||||||||||||||||||||||
(2) Excludes deferred payments. | ||||||||||||||||||||||||
The Company’s fair value hierarchy for those assets measured at fair value on a recurring basis by product category as of December 31, 2013 are as follows (in thousands): | ||||||||||||||||||||||||
Level 1 | Level 2 | Level 3 | Total | |||||||||||||||||||||
Assets: | ||||||||||||||||||||||||
Available-for-sale securities: | ||||||||||||||||||||||||
Mutual funds | $ | 8,528 | $ | — | $ | — | $ | 8,528 | ||||||||||||||||
Total available-for-sale | 8,528 | — | — | 8,528 | ||||||||||||||||||||
Trading securities: | ||||||||||||||||||||||||
Mutual funds | 7,708 | — | — | 7,708 | ||||||||||||||||||||
Total trading securities | 7,708 | — | — | 7,708 | ||||||||||||||||||||
Total | $ | 16,236 | $ | — | $ | — | $ | 16,236 | ||||||||||||||||
Liabilities: | ||||||||||||||||||||||||
Other liabilities: | ||||||||||||||||||||||||
Equity securities | $ | 238 | $ | — | $ | — | $ | 238 | ||||||||||||||||
State and municipal government obligations | 51 | — | — | 51 | ||||||||||||||||||||
Certificates of deposit | 20 | — | — | 20 | ||||||||||||||||||||
Contingent consideration | — | — | 2,180 | 2,180 | ||||||||||||||||||||
Total | $ | 309 | $ | — | $ | 2,180 | $ | 2,489 | ||||||||||||||||
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation | ' | |||||||||||||||||||||||
The following table presents changes during the nine months ended September 30, 2014 in Level 3 assets and liabilities measured at fair value on a recurring basis, and the realized and unrealized gains and losses related to the Level 3 assets and liabilities in the statement of financial condition as of September 30, 2014 (in thousands): | ||||||||||||||||||||||||
Fair value as of | Net realized and unrealized gains and (losses) | Purchases | Issuances and accretions | Settlements | Fair value as of | |||||||||||||||||||
31-Dec-13 | 30-Sep-14 | |||||||||||||||||||||||
Assets: | ||||||||||||||||||||||||
Trading securities- other | $ | — | $ | (1 | ) | $ | 477 | $ | — | $ | — | $ | 476 | |||||||||||
Prepaid expenses and other assets - oil and gas interests | — | — | 372 | — | 39 | 333 | ||||||||||||||||||
Total | $ | — | $ | (1 | ) | $ | 849 | $ | — | $ | 39 | $ | 809 | |||||||||||
Liabilities: | ||||||||||||||||||||||||
Derivative contracts | $ | — | $ | 30,589 | $ | — | $ | 162,614 | $ | — | $ | 132,025 | ||||||||||||
Contingent consideration | 2,180 | (4,129 | ) | 12,868 | 102,095 | 13,216 | 108,056 | |||||||||||||||||
Total | $ | 2,180 | $ | 26,460 | $ | 12,868 | $ | 264,709 | $ | 13,216 | $ | 240,081 | ||||||||||||
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques | ' | |||||||||||||||||||||||
The following table presents information about the significant unobservable inputs used for recurring fair value measurements for certain Level 3 instruments as of September 30, 2014 (dollars in thousands): | ||||||||||||||||||||||||
Fair value | Valuation technique | Unobservable inputs | ||||||||||||||||||||||
Assets: | ||||||||||||||||||||||||
Trading securities- other- private equity fund | $ | 119 | Net asset value (NAV) | Net asset value (NAV) | ||||||||||||||||||||
Trading securities- other- REIT | $ | 357 | Net asset value (NAV) | Net asset value (NAV) | ||||||||||||||||||||
Prepaid expenses and other assets - oil and gas interests | $ | 333 | Discounted cash flows | 10% discount rate | ||||||||||||||||||||
Liabilities: | ||||||||||||||||||||||||
Derivative contracts | $ | 132,025 | Monte Carlo | Inputs for convertible notes and convertible preferred stock respectively: | ||||||||||||||||||||
- Duration: 7.09 years, perpetual | ||||||||||||||||||||||||
- Discount factor: 55.0%, 55.0% | ||||||||||||||||||||||||
- Volatility: 30%, 30% | ||||||||||||||||||||||||
- Risk free rate of interest: 2.23%, 3.2% | ||||||||||||||||||||||||
- Discount rate: 11.23%, 14.2% | ||||||||||||||||||||||||
Inputs for the put option: | ||||||||||||||||||||||||
- Volatility: 30% | ||||||||||||||||||||||||
- Exercise date: June 10, 2033 | ||||||||||||||||||||||||
- Risk free rate: 2.94% | ||||||||||||||||||||||||
Contingent consideration | $ | 108,056 | Discounted cash flow | J.P. Turner: | ||||||||||||||||||||
- Probability exceeding percentage threshold: 55.4% to 100% | ||||||||||||||||||||||||
- Present value factor: 0.68 to 0.91 | ||||||||||||||||||||||||
Hatteras: | ||||||||||||||||||||||||
- Projected earnings: $11.4 million to $20.0 million, December 31, 2016 and 2018, respectively | ||||||||||||||||||||||||
- Discounted rates based on the estimated weighted average cost of capital (WACC): 0.482 to 0.671 | ||||||||||||||||||||||||
StratCap: | ||||||||||||||||||||||||
- Projected earn-out payments: EBITDA multiples for 2015 and 2016. | ||||||||||||||||||||||||
- Present value factor: 0.613 to 0.754 | ||||||||||||||||||||||||
- Probability adjustment: 25.0%, 50%, 25.0% for Low Case, Base Case, and High Case, respectively. | ||||||||||||||||||||||||
Fair Value, Investments, Entities that Calculate Net Asset Value Per Share | ' | |||||||||||||||||||||||
The following table presents information related to the Company’s investments in private equity funds that calculate NAV per share as of September 30, 2014. For these investments, which are measured at fair value on a recurring basis, the Company used the NAV per share as a practical expedient to measure fair value (in thousands): | ||||||||||||||||||||||||
Investment Category Includes | Fair Value Using Net Asset Value Per Share | Unfunded Commitments | ||||||||||||||||||||||
Trading securities- other- private equity | Investments in private equity funds | $ | 119 | $ | 9 | |||||||||||||||||||
Trading securities- other- REIT | Investment in a REIT | 357 | — | |||||||||||||||||||||
Schedule of Carrying Values and Estimated Fair Values of Debt Instruments | ' | |||||||||||||||||||||||
The following table presents information about the carrying values and fair values by fair value hierarchy for convertible notes, convertible preferred stock, and first and second lien term loan facility where the ending balance was carried at amortized cost as of September 30, 2014. There were no such instruments as of December 31, 2013. | ||||||||||||||||||||||||
Fair Value | ||||||||||||||||||||||||
Carrying value | Level 1 | Level 2 | Level 3 | |||||||||||||||||||||
Convertible notes | $ | 60,512 | $ | — | $ | — | $ | 84,525 | ||||||||||||||||
Convertible preferred stock | 275,510 | — | — | 137,110 | ||||||||||||||||||||
First lien term facility | 562,576 | — | — | 569,232 | ||||||||||||||||||||
Second lien term facility | 147,845 | — | — | 152,250 | ||||||||||||||||||||
Total | $ | 1,046,443 | $ | — | $ | — | $ | 943,117 | ||||||||||||||||
AvailableforSale_Securities_Ta
Available-for-Sale Securities (Tables) | 9 Months Ended | |||||||||||||||||||||||||||
Sep. 30, 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 September 30, 2014 and December 31, 2013 (in thousands): | ||||||||||||||||||||||||||||
Fair value at December 31, 2013 | Purchases(1) | Sales | Realized Gains | Unrealized Gains | Fair value at September 30, 2014 | Cost | ||||||||||||||||||||||
Mutual funds | $ | 8,528 | $ | 11,225 | $ | 9,013 | $ | 171 | $ | 282 | $ | 11,193 | $ | 11,420 | ||||||||||||||
_____________________ | ||||||||||||||||||||||||||||
(1) Includes $0.1 million of purchases under dividend reinvestment programs. | ||||||||||||||||||||||||||||
The following table presents information about the Company’s available-for-sale securities as of September 30, 2013 and December 31, 2012 (amounts in thousands): | ||||||||||||||||||||||||||||
Fair value at December 31, 2012 | Purchases | Sales | Realized Losses | Unrealized Losses | Fair value at September 30, 2013 | Cost | ||||||||||||||||||||||
Mutual funds | $ | — | $ | 10,000 | $ | 1,000 | $ | 59 | $ | 345 | $ | 8,596 | $ | 8,941 | ||||||||||||||
Note_Receivable_Tables
Note Receivable (Tables) | 9 Months Ended | |||||||
Sep. 30, 2014 | ||||||||
Receivables [Abstract] | ' | |||||||
Schedule of Accounts, Notes, Loans and Financing Receivable | ' | |||||||
The Company’s notes receivable for the nine months ended September 30, 2014 and the year ended December 31, 2013, were as follows (in thousands): | ||||||||
30-Sep-14 | 31-Dec-13 | |||||||
Beginning balance | $ | 13,270 | $ | 8,547 | ||||
Originated loans | 15,116 | 5,636 | ||||||
Acquired loans | 43,108 | — | ||||||
Collections | (4,421 | ) | (363 | ) | ||||
Forgiveness/amortization | (5,402 | ) | (573 | ) | ||||
Accretion | 3,815 | 6 | ||||||
Allowance | (556 | ) | 17 | |||||
Ending balance | $ | 64,930 | $ | 13,270 | ||||
Allowance for Credit Losses on Financing Receivables | ' | |||||||
The following table presents the Company’s allowance for uncollectible amounts due from financial advisors for the nine months ended September 30, 2014 and the year ended December 31, 2013 (in thousands): | ||||||||
30-Sep-14 | 31-Dec-13 | |||||||
Beginning balance | $ | 424 | $ | 441 | ||||
Provision for bad debt | 845 | — | ||||||
Charge off - net of recoveries | (289 | ) | (17 | ) | ||||
Total change | 556 | (17 | ) | |||||
Ending balance | $ | 980 | $ | 424 | ||||
Fixed_Assets_Tables
Fixed Assets (Tables) | 9 Months Ended | |||||||
Sep. 30, 2014 | ||||||||
Property, Plant and Equipment [Abstract] | ' | |||||||
Property, Plant and Equipment | ' | |||||||
The Company’s fixed assets as of September 30, 2014 and December 31, 2013 consisted of the following (in thousands): | ||||||||
30-Sep-14 | 31-Dec-13 | |||||||
Office furniture and equipment | $ | 3,137 | $ | 1,007 | ||||
Computer software and hardware | 18,758 | 854 | ||||||
Leasehold improvements | 2,609 | 372 | ||||||
Total fixed assets | 24,504 | 2,233 | ||||||
Less: Accumulated depreciation and amortization | 3,057 | 350 | ||||||
Fixed assets - net | $ | 21,447 | $ | 1,883 | ||||
Goodwill_and_Intangible_Assets1
Goodwill and Intangible Assets (Tables) | 9 Months Ended | |||||||||||||||
Sep. 30, 2014 | ||||||||||||||||
Goodwill and Intangible Assets Disclosure [Abstract] | ' | |||||||||||||||
Schedule of Intangible Assets and Goodwill | ' | |||||||||||||||
The following table presents the Company’s goodwill and intangible assets net of accumulated amortization as of September 30, 2014 and December 31, 2013 (in thousands): | ||||||||||||||||
30-Sep-14 | 31-Dec-13 | |||||||||||||||
Goodwill | $ | 475,261 | $ | 79,986 | ||||||||||||
Indefinite-lived intangible assets | 3,210 | (1) | — | |||||||||||||
Finite-lived intangible assets: | ||||||||||||||||
Financial advisor relationships | 989,410 | 69,698 | ||||||||||||||
Sponsor relationships | 111,954 | — | ||||||||||||||
Trade names | 63,917 | — | ||||||||||||||
Investment management agreements | 46,407 | — | ||||||||||||||
Customer relationships | 11,579 | 12,409 | ||||||||||||||
Non-competition agreements | 6,472 | 898 | ||||||||||||||
Intellectual property and internally developed software | 16,517 | — | ||||||||||||||
Total intangible assets | 1,249,466 | 83,005 | ||||||||||||||
Total goodwill and intangible assets | $ | 1,724,727 | $ | 162,991 | ||||||||||||
_____________________ | ||||||||||||||||
(1) As of June 30, 2014, the Company classified trade names as an indefinite-lived intangible asset. The Company finalized its assessment of the useful life of the trade names and concluded that they were finite-lived rather than indefinite-lived intangible assets. The remaining indefinite-lived intangible assets are comprised of a distribution network of RIAs and broker-dealers. | ||||||||||||||||
Schedule of Goodwill | ' | |||||||||||||||
Goodwill associated with each acquisition is allocated to the segments, based on how the Company manages its segments. The following table presents the goodwill by segment (in thousands): | ||||||||||||||||
30-Sep-14 | 31-Dec-13 | |||||||||||||||
Independent Retail Advice | $ | 432,202 | $ | 79,986 | ||||||||||||
Wholesale Distribution | 26,956 | — | ||||||||||||||
Investment Management | 15,348 | — | ||||||||||||||
Corporate and Other | 755 | — | ||||||||||||||
Total goodwill | $ | 475,261 | $ | 79,986 | ||||||||||||
The following table presents the change in the carrying amount of goodwill from December 31, 2013 to September 30, 2014 (in thousands): | ||||||||||||||||
Balance as of December 31, 2013 | Acquisitions | Subsequent Adjustments (1) | Balance as of September 30, 2014 | |||||||||||||
First Allied acquisition | $ | 79,986 | $ | — | $ | — | $ | 79,986 | ||||||||
Cetera acquisition | — | 259,646 | 30,929 | (2) | 290,575 | |||||||||||
Summit acquisition | — | 28,997 | (5,983 | ) | (3) | 23,014 | ||||||||||
J.P. Turner acquisition | — | 11,265 | 1,178 | (4) | 12,443 | |||||||||||
Hatteras acquisition | — | 15,348 | — | 15,348 | ||||||||||||
ICH acquisition | — | 26,184 | — | 26,184 | ||||||||||||
Trupoly acquisition | — | 755 | — | 755 | ||||||||||||
StratCap acquisition | — | 26,956 | — | 26,956 | ||||||||||||
Total goodwill | $ | 79,986 | $ | 369,151 | $ | 26,124 | $ | 475,261 | ||||||||
____________________ | ||||||||||||||||
(1) The Company allocates the purchase price of acquired entities to identifiable goodwill and intangible assets acquired based on their respective fair values. The Company has engaged independent appraisal experts to conduct the purchase price allocation; therefore, information regarding the amount, types of and useful lives of the intangibles, and consequently goodwill, are being finalized. | ||||||||||||||||
(2) During the three months ended September 30, 2014, Cetera’s goodwill increased $30.9 million due to additional information with respect to the preliminary acquisition date fair value of certain assets, specifically internally developed software, notes receivable and intangible assets. Additionally, the Company finalized its assessment of the useful life of the trade name and concluded that it was 30 years rather than indefinite. Accordingly, the Company recorded a deferred tax liability of $23.8 million with a related increase in Goodwill. | ||||||||||||||||
(3) During the three months ended September 30, 2014, Summit’s goodwill decreased $6.5 million due to additional information with respect to the preliminary acquisition date of the deferred tax liability. Additionally, the Company finalized its assessment of the fair value of the notes receivable resulting in a $0.5 million write-down. | ||||||||||||||||
(4) During the three months ended September 30, 2014, the Company’s total consideration for J.P. Turner increased $1.2 million due to additional information with respect to the terms of the purchase agreement, resulting in an increase to the goodwill. | ||||||||||||||||
Schedule of Finite-Lived Intangible Assets | ' | |||||||||||||||
The components of intangible assets as of September 30, 2014 are as follows (dollars in thousands): | ||||||||||||||||
Weighted-Average Life Remaining | Gross Carrying Value | Accumulated Amortization | Net Carrying Value | |||||||||||||
(in years) | ||||||||||||||||
Finite-lived intangible assets: | ||||||||||||||||
Financial advisor relationships | 13 | $ | 1,022,853 | $ | 33,443 | $ | 989,410 | |||||||||
Sponsor relationships | 9 | 113,000 | 1,046 | 111,954 | ||||||||||||
Trade names | 29 | 64,892 | 975 | 63,917 | ||||||||||||
Investment management agreements | 12 | 47,390 | 983 | 46,407 | ||||||||||||
Customer relationships | 12 | 12,686 | 1,107 | 11,579 | ||||||||||||
Non-competition agreements | 2 | 9,748 | 3,276 | 6,472 | ||||||||||||
Intellectual property and internally developed software | 7 | 17,222 | 705 | 16,517 | ||||||||||||
Total finite-lived intangible assets | 1,287,791 | 41,535 | 1,246,256 | |||||||||||||
Indefinite-lived intangible assets | N/A | 3,210 | N/A | 3,210 | ||||||||||||
Total intangible assets | $ | 1,291,001 | $ | 41,535 | $ | 1,249,466 | ||||||||||
The components of intangible assets as of December 31, 2013 are as follows (dollars in thousands): | ||||||||||||||||
Weighted-Average Life Remaining | Gross Carrying Value | Accumulated Amortization | Net Carrying Value | |||||||||||||
(in years) | ||||||||||||||||
Finite-lived intangible assets: | ||||||||||||||||
Financial advisor relationships | 13 | $ | 71,185 | $ | 1,487 | $ | 69,698 | |||||||||
Customer relationships | 13 | 12,686 | 277 | 12,409 | ||||||||||||
Non-competition agreements | 2 | 1,026 | 128 | 898 | ||||||||||||
Total finite-lived intangible assets | $ | 84,897 | $ | 1,892 | $ | 83,005 | ||||||||||
Schedule of Finite-Lived Intangible Assets, Future Amortization Expense | ' | |||||||||||||||
Future amortization expense is estimated as follows (in thousands): | ||||||||||||||||
12 Months Ended September 30, | ||||||||||||||||
2014 | $ | 101,662 | ||||||||||||||
2015 | 97,295 | |||||||||||||||
2016 | 97,114 | |||||||||||||||
2017 | 97,015 | |||||||||||||||
2018 | 96,316 | |||||||||||||||
Thereafter | 756,854 | |||||||||||||||
Total | $ | 1,246,256 | ||||||||||||||
LongTerm_Debt_Tables
Long-Term Debt (Tables) | 9 Months Ended | |||||||||||
Sep. 30, 2014 | ||||||||||||
Debt Disclosure [Abstract] | ' | |||||||||||
Schedule of Long-term Debt Instruments | ' | |||||||||||
The following table presents the Company’s long-term borrowings as of September 30, 2014 and December 31, 2013 and their contractual interest rates (dollars in thousands): | ||||||||||||
September 30, 2014 | December 31, 2013 | |||||||||||
Balance | Interest Rate | Balance | Interest Rate | |||||||||
First lien term facility | $ | 562,576 | 6.50% | $ | — | |||||||
Second lien term facility | 147,845 | 10.50% | — | |||||||||
Convertible notes | 74,716 | (1) | 5.00% | — | ||||||||
Subordinated borrowings | 2,000 | 8.25% | — | |||||||||
Other | — | 33,302 | (2) | 2.42% | ||||||||
Total borrowings | 787,137 | 33,302 | ||||||||||
Less: Current portion of borrowings | 36,869 | 3,200 | ||||||||||
Total long-term debt, net of current portion | $ | 750,268 | $ | 30,102 | ||||||||
_____________________ | ||||||||||||
(1) The Company’s convertible notes balance includes the fair value of the compound derivative of $14.2 million. | ||||||||||||
(2) The Company’s long-term borrowings as of December 31, 2013 relate to First Allied, of which, $28.8 million was outstanding under the FA Term Loan and $4.5 million was outstanding under the FA Revolver. | ||||||||||||
Schedule of Maturities of Long-term Debt | ' | |||||||||||
The following table presents the contractual maturities of long-term debt, net of the current portion and inclusive of the fair value of the compound derivative of $14.2 million, as of September 30, 2014 (in thousands): | ||||||||||||
12 Months Ended September 30, | ||||||||||||
2016 | $ | 52,398 | ||||||||||
2017 | 63,739 | |||||||||||
2018 | 76,928 | |||||||||||
2019 | 298,932 | |||||||||||
Thereafter(1) | 258,271 | |||||||||||
Total long-term debt, net of current portion | $ | 750,268 | ||||||||||
_____________________ | ||||||||||||
(1) Includes the fair value of the compound derivative of $14.2 million. | ||||||||||||
Schedule of Short-term Debt | ' | |||||||||||
The following table presents the scheduled contractual maturities of the current portion of long-term debt as of September 30, 2014 (in thousands): | ||||||||||||
31-Dec-14 | $ | 5,663 | ||||||||||
31-Mar-15 | 5,668 | |||||||||||
30-Jun-15 | 12,797 | |||||||||||
30-Sep-15 | 12,741 | |||||||||||
Total current portion of long-term debt | $ | 36,869 | ||||||||||
EquityBased_Compensation_Table
Equity-Based Compensation (Tables) | 9 Months Ended | |||||||||||||||
Sep. 30, 2014 | ||||||||||||||||
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | ' | |||||||||||||||
Nonvested Restricted Stock Shares Activity | ' | |||||||||||||||
The following table details the restricted shares activity related to shares of a related party granted to RCAP employees during the nine months ended September 30, 2014: | ||||||||||||||||
Shares of Restricted Common Stock of a Related Party | Weighted-Average Fair Value Per Share | Aggregate Value (in thousands) | Weighted-Average Vesting Period (years) | |||||||||||||
Unvested, December 31, 2013 | — | $ | — | $ | — | — | ||||||||||
Granted | 512,430 | 12.56 | 6,436 | 4.05 | ||||||||||||
Less: vested | 143,805 | 13.83 | 1,989 | N/A | ||||||||||||
Less: forfeited | — | — | — | — | ||||||||||||
Unvested September 30, 2014 | 368,625 | $ | 12.06 | $ | 4,447 | 4.05 | ||||||||||
The following table details the restricted shares activity during the nine months ended September 30, 2014: | ||||||||||||||||
Shares of Restricted Common Stock | Weighted-Average Issue Price | Aggregate Value (in thousands) | Weighted-Average Vesting Period (years) | |||||||||||||
Unvested, December 31, 2013 | — | $ | — | $ | — | — | ||||||||||
Granted | 2,368,203 | 33.39 | 79,074 | 3.82 | ||||||||||||
Less: vested | 52,772 | 25.63 | 1,353 | N/A | ||||||||||||
Less: forfeited | 1,500 | 32.33 | 48 | 4 | ||||||||||||
Unvested, September 30, 2014 | 2,313,931 | $ | 33.57 | $ | 77,673 | 3.82 | ||||||||||
Schedule of Employee Service Share-based Compensation, Allocation of Recognized Period Costs | ' | |||||||||||||||
The following table details the expense activity, which is included in internal commissions, payroll and benefits expense in the consolidated statements of income, related to restricted share grants during the three and nine months ended September 30, 2014 and 2013 (in thousands): | ||||||||||||||||
Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||
2014 | 2013 | 2014 | 2013 | |||||||||||||
Expense recognized for restricted shares of Class A common stock granted to RCAP employees | $ | 4,646 | $ | — | $ | 11,117 | $ | — | ||||||||
Expense recognized for related party restricted share grants to RCAP employees | 218 | — | 2,745 | — | ||||||||||||
Total share based compensation expense | $ | 4,864 | $ | — | $ | 13,862 | $ | — | ||||||||
Earnings_Per_Share_Tables
Earnings Per Share (Tables) | 9 Months Ended | ||||||||||
Sep. 30, 2014 | |||||||||||
Earnings Per Share [Abstract] | ' | ||||||||||
Basic and diluted earnings per share | ' | ||||||||||
The following tables present the calculation of basic and diluted earnings per share for the three and nine months ended September 30, 2014 and 2013 (in thousands, except share and per share data): | |||||||||||
Three Months Ended September 30, 2014 | |||||||||||
Income (Numerator) | Weighted Average Shares (Denominator) | Per Share Amount | |||||||||
Basic and diluted earnings: | |||||||||||
Net loss attributable to Class A common stockholders (1) | $ | (36,994 | ) | 62,906,270 | $ | (0.59 | ) | ||||
_____________________ | |||||||||||
(1) Included in net loss attributable to common stock are cash dividends of $4.7 million declared to convertible preferred shareholders. | |||||||||||
Three Months Ended September 30, 2013 | |||||||||||
Income (Numerator) | Weighted Average Shares (Denominator) | Per Share Amount | |||||||||
Net income attributable to the Company | $ | 559 | 3,234,669 | 0.17 | |||||||
Allocation of earnings to participating securities: | |||||||||||
Allocation of earnings to unvested FA RSU holders | (1 | ) | — | — | |||||||
Basic and diluted earnings: | |||||||||||
Net income attributable to Class A common stockholders | $ | 558 | 3,234,669 | $ | 0.17 | ||||||
Nine Months Ended September 30, 2014 | |||||||||||
Income (Numerator) | Weighted Average Shares (Denominator) | Per Share Amount | |||||||||
Net loss attributable to Class A common stockholders (1) | $ | (183,570 | ) | 44,388,158 | $ | (4.14 | ) | ||||
Allocation of earnings to participating securities: | |||||||||||
Allocation of earnings to unvested RSU holders | (729 | ) | — | (0.01 | ) | ||||||
Basic and diluted earnings: | |||||||||||
Net loss attributable to Class A common stockholders | $ | (184,299 | ) | 44,388,158 | $ | (4.15 | ) | ||||
_____________________ | |||||||||||
(1) Included in net loss attributable to common stock are a deemed dividend of $194.8 million and cash dividends of $8.0 million declared to convertible preferred shareholders. The deemed dividend represents the difference between redemption value of the convertible preferred stock (based on the if-converted price) and the amount of the proceeds that were allocated to the convertible preferred stock excluding the embedded derivative. The convertible preferred stock can be settled in cash in certain situations; therefore, the Company was required to accrete up to the redemption value. This accretion was recognized in its entirety resulting in a reduction in the income attributable to the common stockholders. | |||||||||||
Nine Months Ended September 30, 2013 | |||||||||||
Income (Numerator) | Weighted Average Shares (Denominator) | Per Share Amount | |||||||||
Basic earnings: | |||||||||||
Net income attributable to Class A common stockholders | $ | 761 | 3,098,138 | $ | 0.25 | ||||||
Effect of dilutive securities: | |||||||||||
Restricted units produced in hypothetical buy back of FA RSUs | — | 2,432 | — | ||||||||
Diluted earnings: | |||||||||||
Net income attributable to Class A common stockholders | $ | 761 | 3,100,570 | $ | 0.25 | ||||||
Commitments_and_Contingencies_
Commitments and Contingencies (Tables) | 9 Months Ended | |||
Sep. 30, 2014 | ||||
Commitments and Contingencies Disclosure [Abstract] | ' | |||
Schedule of Future Minimum Rental Payments for Operating Leases | ' | |||
The following table shows the future annual minimum rental payments due (in thousands): | ||||
12 Months Ended September 30, | ||||
2015 | $ | 10,630 | ||
2016 | 9,815 | |||
2017 | 9,145 | |||
2018 | 8,060 | |||
2019 | 6,320 | |||
Thereafter | 24,953 | |||
Total | $ | 68,923 | ||
Contractual Obligation, Fiscal Year Maturity Schedule | ' | |||
The following table shows the future annual minimum payments due (in thousands): | ||||
12 Months Ended September 30, | ||||
2015 | $ | 5,675 | ||
2016 | 5,268 | |||
2017 | 3,741 | |||
2018 | 2,400 | |||
2019 | 2,400 | |||
Thereafter | 1,800 | |||
Total | $ | 21,284 | ||
Net_Capital_Requirements_Table
Net Capital Requirements (Tables) | 9 Months Ended | |||||||
Sep. 30, 2014 | ||||||||
Regulatory Capital Requirements [Abstract] | ' | |||||||
Computation of Net Capital under Securities and Exchange Commission Regulation | ' | |||||||
The table below provides the net capital requirements for each of the Company’s broker-dealers as of September 30, 2014 and the net capital requirements for those broker-dealers which were either under the control of the Company or under common control as of December 31, 2013 (in thousands, except ratios and percentages). | ||||||||
September 30, 2014 | December 31, 2013 | |||||||
Realty Capital Securities: | ||||||||
Net capital | $ | 16,167 | $ | 25,627 | ||||
Required net capital | 1,802 | 1,294 | ||||||
Net capital in excess of required net capital | $ | 14,365 | $ | 24,333 | ||||
Aggregate indebtedness to net capital ratio | 1.67 to 1 | 0.76 to 1 | ||||||
First Allied Securities, Inc. (alternative method): | ||||||||
Net capital | $ | 5,742 | $ | 4,777 | ||||
Required net capital | 250 | 250 | ||||||
Net capital in excess of required net capital | $ | 5,492 | $ | 4,527 | ||||
Net capital as a percentage of aggregate debit items evaluation | in compliance(1) | in compliance(1) | ||||||
Legend Equities Corporation: | ||||||||
Net capital | $ | 3,133 | $ | 2,684 | ||||
Required net capital | 211 | 224 | ||||||
Net capital in excess of required net capital | $ | 2,922 | $ | 2,460 | ||||
Aggregate indebtedness to net capital ratio | 1.01 to 1 | 1.25 to 1 | ||||||
Cetera Advisor Networks LLC (alternative method)(2): | ||||||||
Net capital | $ | 11,609 | ||||||
Required net capital | 250 | |||||||
Net capital in excess of required net capital | $ | 11,359 | ||||||
Net capital as a percentage of aggregate debit items | in compliance(1) | |||||||
Cetera Advisors LLC (alternative method)(2): | ||||||||
Net capital | $ | 8,140 | ||||||
Required net capital | 250 | |||||||
Net capital in excess of required net capital | $ | 7,890 | ||||||
Net capital as a percentage of aggregate debit items | in compliance(1) | |||||||
Cetera Financial Specialists LLC (alternative method)(2): | ||||||||
Net capital | $ | 4,113 | ||||||
Required net capital | 250 | |||||||
Net capital in excess of required net capital | $ | 3,863 | ||||||
Net capital as a percentage of aggregate debit items | in compliance(1) | |||||||
Cetera Investment Services LLC (alternative method)(2): | ||||||||
Net capital | $ | 15,981 | ||||||
Required net capital | 250 | |||||||
Net capital in excess of required net capital | $ | 15,731 | ||||||
Net capital as a percentage of aggregate debit items | 150% | |||||||
Hatteras Capital Distributors, LLC(2): | ||||||||
Net capital | $ | 1,051 | ||||||
Required net capital | 5 | |||||||
Net capital in excess of required net capital | $ | 1,046 | ||||||
Aggregate indebtedness to net capital ratio | 0.05 to 1 | |||||||
September 30, 2014 | December 31, 2013 | |||||||
J.P. Turner & Company LLC(2): | ||||||||
Net capital | $ | 3,837 | ||||||
Required net capital | 573 | |||||||
Net capital in excess of required net capital | $ | 3,264 | ||||||
Aggregate indebtedness to net capital ratio | 2.24 to 1 | |||||||
Summit Brokerage Services, Inc.(2): | ||||||||
Net capital | $ | 5,790 | ||||||
Required net capital | 346 | |||||||
Net capital in excess of required net capital | $ | 5,444 | ||||||
Aggregate indebtedness to net capital ratio | 0.9 to 1 | |||||||
Investors Capital Corporation (alternative method)(2): | ||||||||
Net capital | $ | 2,046 | ||||||
Required net capital | 250 | |||||||
Net capital in excess of required net capital | $ | 1,796 | ||||||
Net capital as a percentage of aggregate debit items | in compliance(1) | |||||||
Advisor Direct, Inc.(2): | ||||||||
Net capital | $ | 16 | ||||||
Required net capital | 5 | |||||||
Net capital in excess of required net capital | $ | 11 | ||||||
Aggregate indebtedness to net capital ratio | 4.02 to 1 | |||||||
SC Distributors LLC(2): | ||||||||
Net capital | $ | 1,736 | ||||||
Required net capital | 250 | |||||||
Net capital in excess of required net capital | $ | 1,486 | ||||||
Aggregate indebtedness to net capital ratio | 1.18 to 1 | |||||||
_____________________ | ||||||||
(1) The entity was determined to be in compliance as of the date stated as its net capital was in excess of the minimum $250,000. | ||||||||
(2) The entity was not under the control of, or under common control with, the Company as of December 31, 2013. |
Segment_Reporting_Tables
Segment Reporting (Tables) | 9 Months Ended | |||||||||||||||
Sep. 30, 2014 | ||||||||||||||||
Segment Reporting [Abstract] | ' | |||||||||||||||
Schedule of Revenue, Expenses, and Assets by Segment | ' | |||||||||||||||
The following table presents the Company’s net revenues, expenses and income (loss) before taxes by segment for the three and nine months ended September 30, 2014 and 2013 (in thousands): | ||||||||||||||||
Three Months Ended | Nine Months Ended | |||||||||||||||
September 30, | September 30, | |||||||||||||||
2014 | 2013 | 2014 | 2013 | |||||||||||||
Independent retail advice(1): | ||||||||||||||||
Revenues | $ | 495,972 | $ | 5,744 | $ | 912,884 | $ | 5,744 | ||||||||
Expenses | 495,558 | 5,747 | 918,529 | 5,747 | ||||||||||||
Income (loss) | $ | 414 | $ | (3 | ) | $ | (5,645 | ) | $ | (3 | ) | |||||
Wholesale distribution: | ||||||||||||||||
Revenues | $ | 200,740 | $ | 208,890 | $ | 590,436 | $ | 641,525 | ||||||||
Expenses | 205,482 | 203,961 | 594,219 | 589,808 | ||||||||||||
Income (loss) | $ | (4,742 | ) | $ | 4,929 | $ | (3,783 | ) | $ | 51,717 | ||||||
Investment banking, capital markets and transaction management services: | ||||||||||||||||
Revenues | $ | 28,260 | $ | 15,305 | $ | 115,904 | $ | 31,317 | ||||||||
Expenses | 13,505 | 8,595 | 52,590 | 17,827 | ||||||||||||
Income | $ | 14,755 | $ | 6,710 | $ | 63,314 | $ | 13,490 | ||||||||
Investment management: | ||||||||||||||||
Revenues | $ | 16,972 | $ | — | $ | 16,972 | $ | — | ||||||||
Expenses | 14,689 | — | 14,689 | — | ||||||||||||
Income | $ | 2,283 | $ | — | $ | 2,283 | $ | — | ||||||||
Investment research: | ||||||||||||||||
Revenues | $ | 784 | $ | — | $ | 1,475 | $ | — | ||||||||
Expenses | 3,255 | — | 7,556 | — | ||||||||||||
Loss | $ | (2,471 | ) | $ | — | $ | (6,081 | ) | $ | — | ||||||
Corporate and other: | ||||||||||||||||
Revenues | $ | (27,810 | ) | $ | — | $ | 30,660 | $ | — | |||||||
Expenses | 22,068 | — | 46,023 | 217 | ||||||||||||
Loss | $ | (49,878 | ) | $ | — | $ | (15,363 | ) | $ | (217 | ) | |||||
Revenue reconciliation | ||||||||||||||||
Total revenues for reportable segments | $ | 714,918 | $ | 229,939 | $ | 1,668,331 | $ | 678,586 | ||||||||
Less: intercompany revenues | 36,340 | 412 | 71,366 | 412 | ||||||||||||
Total revenues | $ | 678,578 | $ | 229,527 | $ | 1,596,965 | $ | 678,174 | ||||||||
Income reconciliation | ||||||||||||||||
Total income (loss) before taxes for reportable segments | $ | (39,639 | ) | $ | 11,636 | $ | 34,725 | $ | 64,987 | |||||||
Reconciling items | — | — | — | — | ||||||||||||
Income (loss) before income taxes | $ | (39,639 | ) | $ | 11,636 | $ | 34,725 | $ | 64,987 | |||||||
_____________________ | ||||||||||||||||
(1) Includes First Allied’s operating results from September 25, 2013, the date First Allied was acquired by RCAP Holdings. | ||||||||||||||||
The following table presents the Company’s total assets by segment as of September 30, 2014 and December 31, 2013 (in thousands): | ||||||||||||||||
September 30, 2014 | December 31, 2013 | |||||||||||||||
Segment assets: | ||||||||||||||||
Independent retail advice | $ | 2,009,877 | $ | 225,623 | ||||||||||||
Wholesale distribution | 209,704 | 32,058 | ||||||||||||||
Investment banking, capital markets and transaction management services | 45,722 | 75,358 | ||||||||||||||
Investment management | 76,465 | — | ||||||||||||||
Investment research | 10,761 | — | ||||||||||||||
Corporate and other (1) | 159,559 | 3,585 | ||||||||||||||
Total assets for reportable segments | $ | 2,512,088 | $ | 336,624 | ||||||||||||
Assets reconciliation: | ||||||||||||||||
Total assets for reportable segments | $ | 2,512,088 | $ | 336,624 | ||||||||||||
Less: intercompany eliminations | 4,138 | 99 | ||||||||||||||
Total consolidated assets | $ | 2,507,950 | $ | 336,525 | ||||||||||||
_____________________ | ||||||||||||||||
(1) Excludes amounts related to investment in subsidiaries. |
Organization_and_Description_o1
Organization and Description of the Company (Details) (USD $) | Jun. 10, 2014 | Feb. 11, 2014 | Jun. 10, 2013 | Sep. 30, 2014 | Jun. 10, 2014 | Sep. 30, 2014 | Jun. 10, 2014 | Dec. 31, 2013 | Apr. 28, 2014 | Sep. 30, 2014 | Dec. 31, 2013 | Feb. 11, 2014 | Feb. 10, 2014 | Feb. 11, 2014 | Jun. 10, 2013 | Feb. 11, 2014 | Feb. 11, 2014 | Jun. 10, 2013 | Jun. 10, 2013 | Jun. 10, 2014 | Jun. 18, 2014 | Jun. 18, 2014 | Jun. 10, 2014 | Jun. 10, 2013 | Jun. 10, 2013 | Feb. 11, 2014 | Feb. 11, 2014 | Jun. 10, 2014 | Jun. 10, 2014 | Sep. 30, 2014 | Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Jun. 10, 2014 |
In Millions, except Share data, unless otherwise specified | Common Class A | Common Class A | Common Class A | Common Class A | Common Class A | LTIP Units | Common Class B | Common Class B | RCS Holdings, LLC | RCS Holdings, LLC | RCAP Holdings, LLC | RCAP Holdings, LLC | RCAP Holdings, LLC | RCAP Holdings, LLC | IPO | IPO | Over-Allotment Option | Over-Allotment Option | Private Placement | Private Placement | Majority Shareholder | Majority Shareholder | Economic rights | Voting power | IPO | IPO | Common Stock | Common Stock | Common Stock | Common Stock | Common Stock | |||
program | program | Common Class A | Common Class B | Common Class A | Common Class A | Common Class A | Common Class A | Common Class A | Common Class A | Common Class B | Unclassified Stock | RCAP Holdings, LLC | RCAP Holdings, LLC | Common Class A | Common Class B | Common Class A | Common Class B | IPO | IPO | Private Placement | ||||||||||||||
Common Class A | Common Class A | Common Class A | Common Class A | Common Class A | ||||||||||||||||||||||||||||||
Subsidiary, Sale of Stock [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Common stock, par value (in dollars per share) | ' | ' | ' | ' | ' | $0.00 | $20.25 | $0.00 | ' | $0.00 | $0.00 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $0.00 | $0.00 | ' | ' | ' | ' | ' |
Issuance of common stock, shares | ' | ' | ' | 727,050 | 19,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 2,500,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 23,999,999 | -23,999,999 | 2,500,000 | 19,870,248 | 2,469,136 |
Share price per share issued | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $20 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Proceeds from initial public offering | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $43.60 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
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% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Operating subsidiary units exchanged under the exchange agreement | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 23,999,999 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Class A shares received under the Exchange Agreement | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 23,999,999 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Class A Common Stock Held by Related Party | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 24,051,499 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Shares held by a related party | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 24,051,499 | 1 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Economic rights held by related party | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 90.76% | ' | ' | ' | ' | ' | ' | ' | ' |
Voting rights held by related party | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 95.38% | ' | ' | ' | ' | ' | ' | ' |
Class A Operating Subsidiary Units contributed to RCS Holdings | ' | 26,499,999 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Class A RCS Holdings Units received by the Company | ' | 26,499,999 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Operating Subsidiary LTIP Units contributed to RCS Holdings from RCS Capital Management | ' | 3,975,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Units contributed to subsidiary (in units) | ' | 1,325,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Authorized classes of equity | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 3 | 3 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Class A RCS Holdings Units received | ' | 100.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
RCS Holdings LTIP Units issued to RCS Capital Management | ' | 100.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
LTIP Units earned (in shares) | ' | ' | ' | ' | ' | ' | ' | ' | 310,947 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
LTIP Units forfeited (in shares) | ' | ' | ' | ' | ' | ' | ' | ' | 1,014,053 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
LTIP Units distributed to members (in shares) | ' | ' | ' | ' | ' | ' | ' | ' | 310,947 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Option to purchase additional shares | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 3,600,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Common stock, shares issued (in shares) | ' | ' | ' | ' | ' | 66,463,541 | ' | 13,764,929 | ' | 1 | 24,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | 870,248 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Share Price (in dollars per share) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $20.25 | $20.25 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Recent_and_Pending_Acquisition2
Recent and Pending Acquisitions - Cetera (Details) (USD $) | 3 Months Ended | 9 Months Ended | 0 Months Ended | 3 Months Ended | 5 Months Ended | 9 Months Ended | 9 Months Ended | 3 Months Ended | 0 Months Ended | |||||||||||
Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 | Dec. 31, 2013 | Apr. 29, 2014 | Sep. 30, 2014 | Sep. 30, 2014 | Sep. 30, 2014 | Sep. 30, 2013 | Apr. 29, 2014 | Dec. 31, 2013 | Apr. 29, 2014 | Apr. 29, 2014 | Jan. 02, 2013 | Apr. 29, 2014 | Sep. 30, 2014 | Sep. 30, 2014 | Apr. 29, 2014 | ||
Cetera Financial Group | Cetera Financial Group | Cetera Financial Group | Cetera Financial Group | Cetera Financial Group | Cetera Financial Group | Cetera Financial Group | Convertible Debt | Senior Secured Second Lien Term Loan | Senior Secured Second Lien Term Loan | Senior Secured First Lien Term Loan | Trade names | Trade names | Senior Secured First Lien Revolving Credit Facility | |||||||
Cetera Financial Group | Secured Debt | Secured Debt | Secured Debt | Cetera Financial Group | ||||||||||||||||
Barclays Bank PLC and Bank of America | Barclays Bank PLC and Bank of America | Barclays Bank PLC and Bank of America | ||||||||||||||||||
Cetera Financial Group | Cetera Financial Group | Cetera Financial Group | ||||||||||||||||||
Business Acquisition [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |
Convertible notes, face value | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $120,000,000 | $150,000,000 | $32,000,000 | $575,000,000 | ' | ' | ' | |
Secured debt, commitment | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 25,000,000 | |
Net proceeds from issuance of convertible preferred stock (including embedded derivative) | ' | ' | 197,504,000 | 0 | ' | 270,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |
Business Combination, Recognized Identifiable Assets Acquired, Goodwill, and Liabilities Assumed, Net [Abstract] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |
Cash and cash equivalents | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 241,641,000 | ' | ' | ' | ' | ' | ' | ' | ' | |
Cash and segregated securities | 19,009,000 | ' | 19,009,000 | ' | 0 | ' | ' | ' | ' | ' | 7,999,000 | ' | ' | ' | ' | ' | ' | ' | ' | |
Trading securities | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 741,000 | ' | ' | ' | ' | ' | ' | ' | ' | |
Receivables | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 49,883,000 | ' | ' | ' | ' | ' | ' | ' | ' | |
Property and equipment | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 17,735,000 | ' | ' | ' | ' | ' | ' | ' | ' | |
Prepaid expenses | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 15,083,000 | ' | ' | ' | ' | ' | ' | ' | ' | |
Deferred compensation plan investments | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 76,010,000 | ' | ' | ' | ' | ' | ' | ' | ' | |
Notes receivable | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 38,805,000 | ' | ' | ' | ' | ' | ' | ' | ' | |
Other assets | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 36,553,000 | ' | ' | ' | ' | ' | ' | ' | ' | |
Accounts payable | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | -94,074,000 | ' | ' | ' | ' | ' | ' | ' | ' | |
Accrued expenses | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | -32,421,000 | ' | ' | ' | ' | ' | ' | ' | ' | |
Other liabilities | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | -112,977,000 | ' | ' | ' | ' | ' | ' | ' | ' | |
Deferred compensation plan accrued liabilities | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | -75,294,000 | ' | ' | ' | ' | ' | ' | ' | ' | |
Total fair value excluding goodwill and intangible assets | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 169,684,000 | ' | ' | ' | ' | ' | ' | ' | ' | |
Goodwill | 475,261,000 | ' | 475,261,000 | ' | 79,986,000 | ' | 290,575,000 | 290,575,000 | 290,575,000 | ' | 290,575,000 | 0 | ' | ' | ' | ' | ' | ' | ' | |
Intangible assets | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 944,542,000 | ' | ' | ' | ' | ' | ' | ' | ' | |
Deferred tax liability | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | -272,059,000 | ' | ' | ' | ' | ' | ' | ' | ' | |
Total consideration | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1,132,742,000 | ' | ' | ' | ' | ' | ' | ' | ' | |
Goodwill adjustment | ' | ' | 26,124,000 | ' | ' | ' | 30,929,000 | [1] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Weighted-Average Life Remaining (in years) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | '29 years | '30 years | ' | |
Purchase accounting adjustments | ' | ' | ' | ' | ' | ' | 23,800,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |
Business Combination, Consideration Transferred [Abstract] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |
Contractual purchase price | ' | ' | ' | ' | ' | 1,150,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |
Purchase price adjustments | ' | ' | ' | ' | ' | 17,258,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |
Total consideration | ' | ' | ' | ' | ' | 1,132,742,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |
Expected tax deductible amount | ' | ' | ' | ' | ' | ' | 8,700,000 | 8,700,000 | 8,700,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |
Revenues | 678,578,000 | 229,527,000 | 1,596,965,000 | 678,174,000 | ' | ' | ' | 519,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |
Loss before taxes | -39,639,000 | 11,636,000 | 34,725,000 | 64,987,000 | ' | ' | ' | -1,700,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |
Business Acquisition, Pro Forma Information [Abstract] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |
Total revenues | ' | ' | 2,282,100,000 | 1,995,200,000 | ' | ' | ' | ' | 919,300,000 | 835,100,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | |
Loss before taxes | ' | ' | ' | ' | ' | ' | ' | ' | -53,200,000 | -114,800,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | |
Acquisition-related costs | $842,000 | $707,000 | $14,104,000 | $712,000 | ' | ' | ' | ' | $24,100,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |
[1] | During the three months ended SeptemberB 30, 2014, Ceterabs goodwill increased $30.9 million due to additional information with respect to the preliminary acquisition date fair value of certain assets, specifically internally developed software, notes receivable and intangible assets. Additionally, the Company finalized its assessment of the useful life of the trade name and concluded that it was 30 years rather than indefinite. Accordingly, the Company recorded a deferred tax liability of $23.8 million with a related increase in Goodwill. |
Recent_and_Pending_Acquisition3
Recent and Pending Acquisitions - Summit (Details) (USD $) | 3 Months Ended | 9 Months Ended | 0 Months Ended | 3 Months Ended | 4 Months Ended | 9 Months Ended | 0 Months Ended | 9 Months Ended | |||||||||
Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 | Dec. 31, 2013 | Jun. 11, 2014 | Sep. 30, 2014 | Sep. 30, 2014 | Sep. 30, 2014 | Sep. 30, 2013 | Jun. 11, 2014 | Dec. 31, 2013 | Jul. 11, 2014 | Sep. 30, 2014 | Jun. 11, 2014 | Jun. 11, 2014 | ||
Summit Financial Services Group | Summit Financial Services Group | Summit Financial Services Group | Summit Financial Services Group | Summit Financial Services Group | Summit Financial Services Group | Summit Financial Services Group | Summit Financial Services Group | Summit Financial Services Group | Summit Financial Services Group | Summit Financial Services Group | |||||||
Common Class A | Common Class A | Common Class A | Common Stock | ||||||||||||||
Business Acquisition [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |
Right to receive merger consideration rights | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $1.59 | ' | |
Pro rata share of tax refunds | ' | ' | ' | ' | ' | 2,500,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |
Acquisition share price (in dollars per share) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $0.06 | |
Business acquisition, equity interest issued, number of shares | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 498,884 | 498,884 | ' | ' | |
Excluding cash distributed in shareholders | ' | ' | ' | ' | ' | 38,600,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |
Cash paid by the Company | ' | ' | ' | ' | ' | 46,727,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |
Business Combination, Recognized Identifiable Assets Acquired, Goodwill, and Liabilities Assumed, Net [Abstract] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |
Cash and cash equivalents | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 13,353,000 | ' | ' | ' | ' | ' | |
Receivables | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 3,147,000 | ' | ' | ' | ' | ' | |
Property and equipment | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 362,000 | ' | ' | ' | ' | ' | |
Prepaid expenses | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1,531,000 | ' | ' | ' | ' | ' | |
Notes receivable | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1,092,000 | ' | ' | ' | ' | ' | |
Other assets | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 3,000 | ' | ' | ' | ' | ' | |
Accounts payable | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | -7,465,000 | ' | ' | ' | ' | ' | |
Accrued expenses | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | -3,100,000 | ' | ' | ' | ' | ' | |
Total fair value excluding goodwill and intangible assets | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 8,923,000 | ' | ' | ' | ' | ' | |
Goodwill | 475,261,000 | ' | 475,261,000 | ' | 79,986,000 | ' | 23,014,000 | 23,014,000 | 23,014,000 | ' | 23,014,000 | 0 | ' | ' | ' | ' | |
Intangible assets | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 31,240,000 | ' | ' | ' | ' | ' | |
Deferred tax liability | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | -6,019,000 | ' | ' | ' | ' | ' | |
Total consideration | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 57,158,000 | ' | ' | ' | ' | ' | |
Goodwill adjustment | ' | ' | 26,124,000 | ' | ' | ' | -6,500,000 | ' | -5,983,000 | [1] | ' | ' | ' | ' | ' | ' | ' |
Provision for bad debt | ' | ' | 845,000 | 0 | ' | ' | 500,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | |
Business Combination, Consideration Transferred [Abstract] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |
Cash paid by the Company | ' | ' | ' | ' | ' | 46,727,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |
Stock issued by the Company | ' | ' | ' | ' | ' | 10,431,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |
Total consideration | ' | ' | ' | ' | ' | 57,158,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |
Revenues | 678,578,000 | 229,527,000 | 1,596,965,000 | 678,174,000 | ' | ' | ' | 30,700,000 | ' | ' | ' | ' | ' | ' | ' | ' | |
Loss before taxes | -39,639,000 | 11,636,000 | 34,725,000 | 64,987,000 | ' | ' | ' | -600,000 | ' | ' | ' | ' | ' | ' | ' | ' | |
Business Acquisition, Pro Forma Information [Abstract] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |
Total revenues | ' | ' | 2,282,100,000 | 1,995,200,000 | ' | ' | ' | ' | 74,500,000 | 61,300,000 | ' | ' | ' | ' | ' | ' | |
Income (loss) before taxes | ' | ' | ' | ' | ' | ' | ' | ' | -4,200,000 | 600,000 | ' | ' | ' | ' | ' | ' | |
Acquisition-related costs | $842,000 | $707,000 | $14,104,000 | $712,000 | ' | ' | ' | ' | $800,000 | ' | ' | ' | ' | ' | ' | ' | |
[1] | During the three months ended SeptemberB 30, 2014, Summitbs goodwill decreased $6.5 million due to additional information with respect to the preliminary acquisition date of the deferred tax liability. Additionally, the Company finalized its assessment of the fair value of the notes receivable resulting in a $0.5 million write-down. |
Recent_and_Pending_Acquisition4
Recent and Pending Acquisitions - J.P. Turner (Details) (USD $) | 3 Months Ended | 9 Months Ended | 0 Months Ended | 3 Months Ended | 9 Months Ended | 0 Months Ended | 9 Months Ended | ||||||||||||
Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 | Dec. 31, 2013 | Jun. 12, 2014 | Sep. 30, 2014 | Sep. 30, 2014 | Sep. 30, 2013 | Jun. 12, 2014 | Dec. 31, 2013 | Jun. 12, 2014 | Sep. 30, 2014 | Jun. 12, 2014 | Sep. 30, 2014 | Sep. 30, 2014 | Sep. 30, 2014 | Sep. 30, 2014 | ||
JP Turner & Company, LLC | JP Turner & Company, LLC | JP Turner & Company, LLC | JP Turner & Company, LLC | JP Turner & Company, LLC | JP Turner & Company, LLC | JP Turner & Company, LLC | JP Turner & Company, LLC | JP Turner & Company, LLC | Minimum | Minimum | Maximum | Maximum | |||||||
Common Class A | Common Class A | Common Class A | JP Turner & Company, LLC | JP Turner & Company, LLC | |||||||||||||||
Business Acquisition [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |
Business acquisition, equity interest issued, number of shares | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 239,362 | 239,362 | ' | ' | ' | ' | ' | |
Contingent and deferred consideration | $138,313,000 | ' | $138,313,000 | ' | $2,180,000 | ' | ' | ' | ' | $7,600,000 | ' | ' | ' | $3,200,000 | $19,310,000 | $6,323,000 | $81,210,000 | $6,663,000 | |
Minimum performance hurdle | ' | ' | ' | ' | ' | 8.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |
Performance Annual Dollar Cap | ' | ' | ' | ' | ' | 2,500,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |
Earn-out contingency based on acquiree's future revenues | ' | ' | ' | ' | ' | 50.00% | ' | ' | ' | ' | ' | 50.00% | ' | ' | ' | ' | ' | ' | |
Increase in contingent consideration | ' | ' | ' | ' | ' | ' | ' | 5,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |
Business Combination, Recognized Identifiable Assets Acquired, Goodwill, and Liabilities Assumed, Net [Abstract] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |
Cash and cash equivalents | ' | ' | ' | ' | ' | ' | ' | ' | ' | 10,171,000 | ' | ' | ' | ' | ' | ' | ' | ' | |
Receivables | ' | ' | ' | ' | ' | ' | ' | ' | ' | 712,000 | ' | ' | ' | ' | ' | ' | ' | ' | |
Property and equipment | ' | ' | ' | ' | ' | ' | ' | ' | ' | 232,000 | ' | ' | ' | ' | ' | ' | ' | ' | |
Prepaid expenses | ' | ' | ' | ' | ' | ' | ' | ' | ' | 892,000 | ' | ' | ' | ' | ' | ' | ' | ' | |
Notes receivable | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1,660,000 | ' | ' | ' | ' | ' | ' | ' | ' | |
Other assets | ' | ' | ' | ' | ' | ' | ' | ' | ' | 2,171,000 | ' | ' | ' | ' | ' | ' | ' | ' | |
Accounts payable | ' | ' | ' | ' | ' | ' | ' | ' | ' | -1,710,000 | ' | ' | ' | ' | ' | ' | ' | ' | |
Accrued expenses | ' | ' | ' | ' | ' | ' | ' | ' | ' | -8,543,000 | ' | ' | ' | ' | ' | ' | ' | ' | |
Other liabilities | ' | ' | ' | ' | ' | ' | ' | ' | ' | -656,000 | ' | ' | ' | ' | ' | ' | ' | ' | |
Total fair value excluding goodwill and intangible assets | ' | ' | ' | ' | ' | ' | ' | ' | ' | 4,929,000 | ' | ' | ' | ' | ' | ' | ' | ' | |
Goodwill | 475,261,000 | ' | 475,261,000 | ' | 79,986,000 | ' | 12,443,000 | 12,443,000 | ' | 12,443,000 | 0 | ' | ' | ' | ' | ' | ' | ' | |
Intangible assets | ' | ' | ' | ' | ' | ' | ' | ' | ' | 14,200,000 | ' | ' | ' | ' | ' | ' | ' | ' | |
Total consideration | ' | ' | ' | ' | ' | ' | ' | ' | ' | 31,572,000 | ' | ' | ' | ' | ' | ' | ' | ' | |
Goodwill adjustment | ' | ' | 26,124,000 | ' | ' | ' | ' | 1,178,000 | [1] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Expected tax deductible amount | ' | ' | ' | ' | ' | ' | 3,800,000 | 3,800,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |
Business Combination, Consideration Transferred [Abstract] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |
Contractual purchase price | ' | ' | ' | ' | ' | 12,786,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |
Stock issued by the Company | ' | ' | ' | ' | ' | 4,860,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |
Contingent consideration | ' | ' | ' | ' | ' | 4,500,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |
Deferred consideration | ' | ' | ' | ' | ' | 9,426,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |
Total consideration | ' | ' | ' | ' | ' | 31,572,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |
Revenues | 678,578,000 | 229,527,000 | 1,596,965,000 | 678,174,000 | ' | ' | 19,600,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |
Income before taxes | -39,639,000 | 11,636,000 | 34,725,000 | 64,987,000 | ' | ' | 1,200,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |
Business Acquisition, Pro Forma Information [Abstract] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |
Total revenues | ' | ' | 2,282,100,000 | 1,995,200,000 | ' | ' | ' | 45,500,000 | 43,400,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | |
Loss before taxes | ' | ' | ' | ' | ' | ' | ' | $2,800,000 | ($200,000) | ' | ' | ' | ' | ' | ' | ' | ' | ' | |
[1] | During the three months ended SeptemberB 30, 2014, the Companybs total consideration for J.P. Turner increased $1.2 million due to additional information with respect to the terms of the purchase agreement, resulting in an increase to the goodwill. |
Recent_and_Pending_Acquisition5
Recent and Pending Acquisitions - Hatteras (Details) (USD $) | 3 Months Ended | 9 Months Ended | 0 Months Ended | 3 Months Ended | 9 Months Ended | 0 Months Ended | |||||||||||
Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 | Dec. 31, 2013 | Jun. 30, 2014 | Sep. 30, 2014 | Sep. 30, 2014 | Sep. 30, 2013 | Jun. 30, 2014 | Dec. 31, 2013 | Jun. 30, 2014 | Jun. 30, 2014 | Jun. 30, 2014 | Jun. 30, 2014 | Sep. 30, 2014 | Sep. 30, 2014 | |
Hatteras Funds Group | Hatteras Funds Group | Hatteras Funds Group | Hatteras Funds Group | Hatteras Funds Group | Hatteras Funds Group | Closing Date | First Anniversary of the Closing Date | Second Anniversary of the Closing Date | Third Anniversary of the Closing Date | Minimum | Maximum | ||||||
Hatteras Funds Group | Hatteras Funds Group | Hatteras Funds Group | Hatteras Funds Group | ||||||||||||||
Business Acquisition [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Initial accounting incomplete adjustment | ' | ' | ' | ' | ' | $40,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Payments to acquire business | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 75.00% | 7.50% | 7.50% | 10.00% | ' | ' |
Estimated contingent consideration amount | 138,313,000 | ' | 138,313,000 | ' | 2,180,000 | ' | 25,900,000 | 25,900,000 | ' | ' | ' | ' | ' | ' | ' | 19,310,000 | 81,210,000 |
Deferred consideration | ' | ' | ' | ' | ' | 9,430,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Business Combination, Recognized Identifiable Assets Acquired, Goodwill, and Liabilities Assumed, Net [Abstract] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Cash and cash equivalents | ' | ' | ' | ' | ' | ' | ' | ' | ' | 805,000 | ' | ' | ' | ' | ' | ' | ' |
Receivables | ' | ' | ' | ' | ' | ' | ' | ' | ' | 7,747,000 | ' | ' | ' | ' | ' | ' | ' |
Property and equipment | ' | ' | ' | ' | ' | ' | ' | ' | ' | 192,000 | ' | ' | ' | ' | ' | ' | ' |
Prepaid expenses | ' | ' | ' | ' | ' | ' | ' | ' | ' | 326,000 | ' | ' | ' | ' | ' | ' | ' |
Other assets | ' | ' | ' | ' | ' | ' | ' | ' | ' | 120,000 | ' | ' | ' | ' | ' | ' | ' |
Accounts payable | ' | ' | ' | ' | ' | ' | ' | ' | ' | -3,721,000 | ' | ' | ' | ' | ' | ' | ' |
Accrued expenses | ' | ' | ' | ' | ' | ' | ' | ' | ' | -5,277,000 | ' | ' | ' | ' | ' | ' | ' |
Total fair value excluding goodwill and intangible assets | ' | ' | ' | ' | ' | ' | ' | ' | ' | 192,000 | ' | ' | ' | ' | ' | ' | ' |
Goodwill | 475,261,000 | ' | 475,261,000 | ' | 79,986,000 | ' | 15,348,000 | 15,348,000 | ' | 15,348,000 | 0 | ' | ' | ' | ' | ' | ' |
Intangible assets | ' | ' | ' | ' | ' | ' | ' | ' | ' | 48,770,000 | ' | ' | ' | ' | ' | ' | ' |
Total consideration | ' | ' | ' | ' | ' | ' | ' | ' | ' | 64,310,000 | ' | ' | ' | ' | ' | ' | ' |
Business Combination, Consideration Transferred [Abstract] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Contractual purchase price | ' | ' | ' | ' | ' | 30,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Contingent consideration | ' | ' | ' | ' | ' | 24,880,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Total consideration | ' | ' | ' | ' | ' | 64,310,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Revenues | 678,578,000 | 229,527,000 | 1,596,965,000 | 678,174,000 | ' | ' | 17,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Income before taxes | -39,639,000 | 11,636,000 | 34,725,000 | 64,987,000 | ' | ' | 2,300,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Business Acquisition, Pro Forma Information [Abstract] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Total revenues | ' | ' | 2,282,100,000 | 1,995,200,000 | ' | ' | ' | 47,500,000 | 31,600,000 | ' | ' | ' | ' | ' | ' | ' | ' |
Income (loss) before taxes | ' | ' | ' | ' | ' | ' | ' | 5,400,000 | 300,000 | ' | ' | ' | ' | ' | ' | ' | ' |
Acquisition-related costs | $842,000 | $707,000 | $14,104,000 | $712,000 | ' | ' | ' | $600,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Recent_and_Pending_Acquisition6
Recent and Pending Acquisitions - First Allied (Details) (USD $) | 8 Months Ended | 0 Months Ended | 0 Months Ended | 0 Months Ended | 9 Months Ended | |||||||||
Sep. 30, 2014 | Jun. 30, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | Jun. 30, 2014 | Jan. 15, 2014 | Sep. 25, 2013 | Sep. 30, 2014 | Jan. 15, 2014 | Sep. 25, 2013 | Jun. 30, 2014 | Sep. 30, 2014 | Sep. 25, 2013 | Sep. 25, 2013 | |
First Allied acquisition | First Allied acquisition | First Allied acquisition | RCAP Holdings, LLC | RCAP Holdings, LLC | RCAP Holdings, LLC | RCAP Holdings, LLC | RCAP Holdings, LLC | RCAP Holdings, LLC | RCAP Holdings, LLC | RCAP Holdings, LLC | Secured Debt | First Allied notes | ||
Common Class A | First Allied acquisition | First Allied acquisition | First Allied acquisition | First Allied acquisition | First Allied acquisition | First Allied acquisition | First Allied acquisition | First Allied acquisition | RCAP Holdings, LLC | Secured Debt | ||||
Common Class A | Common Class A | First Allied acquisition | RCAP Holdings, LLC | |||||||||||
First Allied acquisition | ||||||||||||||
Business Acquisition [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Business acquisition, equity interest issued, number of shares | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 11,264,929 | 11,264,929 | ' | ' |
Cost of acquired entities throughout period | ' | ' | ' | ' | ' | $177,000,000 | $177,000,000 | ' | ' | ' | ' | ' | ' | ' |
Total consideration | ' | ' | ' | ' | 271,200,000 | 145,000,000 | 145,000,000 | ' | ' | ' | ' | ' | ' | ' |
Convertible notes, face value | ' | ' | ' | ' | ' | ' | ' | 94,200,000 | ' | ' | ' | ' | 26,000,000 | 32,000,000 |
Debt acquired | ' | ' | ' | ' | ' | ' | ' | ' | ' | 7,000,000 | ' | ' | ' | ' |
Debt carrying amount acquired | ' | ' | ' | ' | ' | ' | ' | ' | ' | 37,500,000 | ' | ' | ' | ' |
Issuance of common stock | 1,203,000 | 239,200,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Equity interests value assigned | ' | ' | ' | ' | ' | ' | ' | ' | 207,500,000 | ' | ' | ' | ' | ' |
Acquisition share price (in dollars per share) | ' | ' | ' | $21.23 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Total fair value excluding goodwill and intangible assets | ' | ' | ' | ' | ' | ' | ' | ' | ' | 137,200,000 | ' | ' | ' | ' |
Expected tax deductible amount | ' | ' | $9,100,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Recent_and_Pending_Acquisition7
Recent and Pending Acquisitions - ICH (Details) (USD $) | 3 Months Ended | 9 Months Ended | 0 Months Ended | 3 Months Ended | 9 Months Ended | 0 Months Ended | 9 Months Ended | |||||
Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 | Dec. 31, 2013 | Jul. 11, 2014 | Sep. 30, 2014 | Sep. 30, 2014 | Sep. 30, 2013 | Jul. 11, 2014 | Jul. 11, 2014 | Sep. 30, 2014 | |
Investors Capital Holdings | Investors Capital Holdings | Investors Capital Holdings | Investors Capital Holdings | Investors Capital Holdings | Investors Capital Holdings | Investors Capital Holdings | ||||||
Common Class A | Common Class A | |||||||||||
Business Acquisition [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Shares issued | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 2,027,966 | ' |
Business acquisition, equity interest issued, number of shares | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 2,029,261 |
Business Acquisition, Equity Interest Issued or Issuable, Number of Shares, Canceled | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1,295 | ' |
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Liabilities [Abstract] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Cash and cash equivalents | ' | ' | ' | ' | ' | ' | ' | ' | ' | $6,881,000 | ' | ' |
Short term investments and securities owned | ' | ' | ' | ' | ' | ' | ' | ' | ' | 499,000 | ' | ' |
Receivables | ' | ' | ' | ' | ' | ' | ' | ' | ' | 7,442,000 | ' | ' |
Property and equipment | ' | ' | ' | ' | ' | ' | ' | ' | ' | 275,000 | ' | ' |
Notes receivable | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1,550,000 | ' | ' |
Deferred compensation plan investments | ' | ' | ' | ' | ' | ' | ' | ' | ' | 2,250,000 | ' | ' |
Other assets | ' | ' | ' | ' | ' | ' | ' | ' | ' | 2,392,000 | ' | ' |
Accounts payable | ' | ' | ' | ' | ' | ' | ' | ' | ' | -1,922,000 | ' | ' |
Other liabilities | ' | ' | ' | ' | ' | ' | ' | ' | ' | -7,593,000 | ' | ' |
Notes payable and long-term debt | ' | ' | ' | ' | ' | ' | ' | ' | ' | -2,918,000 | ' | ' |
Non-qualified deferred compensation | ' | ' | ' | ' | ' | ' | ' | ' | ' | -2,611,000 | ' | ' |
Total fair value excluding goodwill and intangible assets | ' | ' | ' | ' | ' | ' | ' | ' | ' | 6,245,000 | ' | ' |
Goodwill | 475,261,000 | ' | 475,261,000 | ' | 79,986,000 | ' | ' | ' | ' | 26,184,000 | ' | ' |
Intangible assets | ' | ' | ' | ' | ' | ' | ' | ' | ' | 33,600,000 | ' | ' |
Deferred tax liability | ' | ' | ' | ' | ' | ' | ' | ' | ' | -13,520,000 | ' | ' |
Total consideration | ' | ' | ' | ' | ' | ' | ' | ' | ' | 52,509,000 | ' | ' |
Business Combination, Consideration Transferred [Abstract] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Contractual purchase price | ' | ' | ' | ' | ' | 8,412,000 | ' | ' | ' | ' | ' | ' |
Contingent consideration | ' | ' | ' | ' | ' | 44,097,000 | ' | ' | ' | ' | ' | ' |
Total consideration | ' | ' | ' | ' | ' | 52,509,000 | ' | ' | ' | ' | ' | ' |
Revenues | 678,578,000 | 229,527,000 | 1,596,965,000 | 678,174,000 | ' | ' | 22,000,000 | ' | ' | ' | ' | ' |
Income before taxes | -39,639,000 | 11,636,000 | 34,725,000 | 64,987,000 | ' | ' | -600,000 | ' | ' | ' | ' | ' |
Business Acquisition, Pro Forma Information [Abstract] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Total revenues | ' | ' | 2,282,100,000 | 1,995,200,000 | ' | ' | ' | 71,000,000 | 64,300,000 | ' | ' | ' |
Loss before taxes | ' | ' | ' | ' | ' | ' | ' | ($3,300,000) | ($3,900,000) | ' | ' | ' |
Recent_and_Pending_Acquisition8
Recent and Pending Acquisitions - Validus/Strategic Capital Partners (Details) (USD $) | 3 Months Ended | 9 Months Ended | 0 Months Ended | 1 Months Ended | 9 Months Ended | ||||||||||
Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 | Dec. 31, 2013 | Aug. 29, 2014 | Sep. 30, 2014 | Sep. 30, 2014 | Sep. 30, 2013 | Aug. 29, 2014 | Dec. 31, 2013 | Sep. 30, 2014 | Sep. 30, 2014 | Sep. 30, 2014 | Sep. 30, 2014 | |
StratCap | StratCap | StratCap | StratCap | StratCap | StratCap | Minimum | Minimum | Maximum | Maximum | ||||||
StratCap | StratCap | ||||||||||||||
Business Acquisition [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Considered transferred, less contingent consideration | ' | ' | ' | ' | ' | $76,400,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Contingent and deferred consideration | 138,313,000 | ' | 138,313,000 | ' | 2,180,000 | ' | ' | ' | ' | ' | ' | 19,310,000 | 77,850,000 | 81,210,000 | 138,350,000 |
Contractual purchase price | ' | ' | ' | ' | ' | 66,400,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Business acquisition, equity interest issued, number of shares | ' | ' | ' | ' | ' | 464,317 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Assets [Abstract] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Cash and cash equivalents | ' | ' | ' | ' | ' | ' | ' | ' | ' | 4,522,000 | ' | ' | ' | ' | ' |
Short term investments and securities owned | ' | ' | ' | ' | ' | ' | ' | ' | ' | 2,239,000 | ' | ' | ' | ' | ' |
Receivables | ' | ' | ' | ' | ' | ' | ' | ' | ' | 4,858,000 | ' | ' | ' | ' | ' |
Property and equipment | ' | ' | ' | ' | ' | ' | ' | ' | ' | 96,000 | ' | ' | ' | ' | ' |
Other assets | ' | ' | ' | ' | ' | ' | ' | ' | ' | 629,000 | ' | ' | ' | ' | ' |
Accounts payable | ' | ' | ' | ' | ' | ' | ' | ' | ' | -706,000 | ' | ' | ' | ' | ' |
Accrued expenses | ' | ' | ' | ' | ' | ' | ' | ' | ' | -201,000 | ' | ' | ' | ' | ' |
Other liabilities | ' | ' | ' | ' | ' | ' | ' | ' | ' | -908,000 | ' | ' | ' | ' | ' |
Total fair value excluding goodwill and intangible assets | ' | ' | ' | ' | ' | ' | ' | ' | ' | 10,529,000 | ' | ' | ' | ' | ' |
Goodwill | 475,261,000 | ' | 475,261,000 | ' | 79,986,000 | ' | 26,956,000 | 26,956,000 | ' | 26,956,000 | 0 | ' | ' | ' | ' |
Intangible assets | ' | ' | ' | ' | ' | ' | ' | ' | ' | 121,580,000 | ' | ' | ' | ' | ' |
Total consideration | ' | ' | ' | ' | ' | ' | ' | ' | ' | 159,065,000 | ' | ' | ' | ' | ' |
Business Combination, Consideration Transferred [Abstract] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Stock issued by the Company | ' | ' | ' | ' | ' | 10,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Contingent consideration | ' | ' | ' | ' | ' | 72,695,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Deferred consideration | ' | ' | ' | ' | ' | 9,970,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Total consideration | ' | ' | ' | ' | ' | 159,065,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Revenues | 678,578,000 | 229,527,000 | 1,596,965,000 | 678,174,000 | ' | ' | 4,800,000 | ' | ' | ' | ' | ' | ' | ' | ' |
Income before taxes | -39,639,000 | 11,636,000 | 34,725,000 | 64,987,000 | ' | ' | -500,000 | ' | ' | ' | ' | ' | ' | ' | ' |
Business Acquisition, Pro Forma Information [Abstract] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Total revenues | ' | ' | 2,282,100,000 | 1,995,200,000 | ' | ' | ' | 128,200,000 | 41,000,000 | ' | ' | ' | ' | ' | ' |
Loss before taxes | ' | ' | ' | ' | ' | ' | ' | -700,000 | -11,800,000 | ' | ' | ' | ' | ' | ' |
Acquisition-related costs | $842,000 | $707,000 | $14,104,000 | $712,000 | ' | ' | ' | $200,000 | ' | ' | ' | ' | ' | ' | ' |
Recent_and_Pending_Acquisition9
Recent and Pending Acquisitions - Trupoly (Details) (Trupoly acquisition) | 0 Months Ended |
Jul. 21, 2014 | |
Trupoly acquisition | ' |
Business Acquisition [Line Items] | ' |
Percentage of deferred consideration | 50.00% |
Recovered_Sheet1
Recent and Pending Acquisitions - Consolidated pro forma results (Details) (USD $) | 9 Months Ended | |||
In Millions, except Share data, unless otherwise specified | Sep. 30, 2014 | Sep. 30, 2013 | ||
Business Acquisition [Line Items] | ' | ' | ||
Total revenues | $2,282.10 | $1,995.20 | ||
Loss before taxes | -3.5 | -86.9 | ||
Provision for income taxes (40%) | -1.4 | [1] | -34.7 | [1] |
Net loss | -2.1 | -52.2 | ||
Less: income attributable to non-controlling interest | 8.8 | 0 | ||
Less: preferred dividends and deemed dividend | 209 | 14.2 | ||
Net loss attributable to Class A common stockholders | -219.9 | -66.4 | ||
Pro forma earnings per share (in dollars per share) | ($4.76) | [2] | ($1.52) | [2] |
Pro forma weighted average basic shares (in shares) | 46,336,212 | 43,523,983 | ||
Pro forma statutory tax rate | 40.00% | ' | ||
Proforma acquisition related costs | 37.7 | ' | ||
First Allied acquisition | ' | ' | ||
Business Acquisition [Line Items] | ' | ' | ||
Allocation of Earnings to Unvested Shares | $0.70 | ' | ||
[1] | Reflects pro forma adjustment to record the income tax provision based on the assumed 40% tax rate. | |||
[2] | For the nine months ended SeptemberB 30, 2014, the numerator for the pro forma basic and diluted earnings per share calculation was reduced by $0.7 million for allocation of earnings to unvested restricted stock units holders. |
Recovered_Sheet2
Recent and Pending Acquisitions - Pending Acquisitions (Details) (Cole Capital, USD $) | 0 Months Ended |
Sep. 30, 2014 | |
Cole Capital | ' |
Business Acquisition [Line Items] | ' |
Total consideration | $700,000,000 |
Partial payment | $10,000,000 |
Summary_of_Significant_Account3
Summary of Significant Accounting Policies (Details) (USD $) | 3 Months Ended | 9 Months Ended | 9 Months Ended | 9 Months Ended | 9 Months Ended | |||||||||||
Jun. 30, 2014 | Sep. 30, 2014 | Jun. 10, 2014 | Dec. 31, 2013 | Sep. 30, 2014 | Sep. 30, 2014 | Sep. 30, 2014 | Jul. 01, 2013 | Jun. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2014 | Sep. 30, 2014 | Sep. 30, 2014 | Sep. 30, 2014 | Jun. 10, 2014 | Sep. 30, 2014 | |
segment | Minimum | Maximum | Maximum | Maximum | Maximum | Related party's share based compensation plan | Related party's share based compensation plan | Share-based goods and nonemployee services compensation | Common Class A | Common Class A | Voting power | Cash Flow Reclassification Adjustment [Member] | ||||
Realty Capital | Realty Capital | Realty Capital | Minimum | Maximum | Maximum | Stock Purchase Program | RCAP Equity, LLC | Restatement Adjustment [Member] | ||||||||
Common Class A | Cetera Advisors LLC | |||||||||||||||
RCAP Holdings, LLC | ||||||||||||||||
Summary of Significant Accounting Policies [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Contractual purchase price | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $12,600,000 |
Cash definition | ' | '90 days | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Cash, uninsured amount | ' | 223,100,000 | ' | 66,400,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Restricted cash | ' | $24,000,000 | ' | $0 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Sales commissions earned by related percentage of benchmark | ' | ' | ' | ' | ' | ' | ' | 7.00% | 0.00% | ' | ' | ' | ' | ' | ' | ' |
Gross proceeds from the sales of common stock, before allowances, percentage of benchmark | ' | ' | ' | ' | ' | ' | 3.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Investment banking deferred revenue recognition, duration | ' | ' | ' | ' | '3 months | '26 months | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Share-based compensation arrangement by share-based payment award, award vesting period | ' | ' | ' | ' | '3 years 0 months 0 days | '5 years 0 months 0 days | ' | ' | ' | '3 years 0 months 0 days | '5 years 0 months 0 days | '4 years 0 months 0 days | ' | ' | ' | ' |
Voting rights held by related party | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 68.97% | ' |
Number of shares available for grant (in shares) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 250,000 | 4,000,000 | ' | ' |
Minority ownership percent in operating subsidiaries | ' | ' | 9.40% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Number of operating segments | 6 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Summary_of_Significant_Account4
Summary of Significant Accounting Policies - Summary of Cash Flow Presentation (Details) (USD $) | 9 Months Ended | 6 Months Ended | ||
In Thousands, unless otherwise specified | Sep. 30, 2014 | Sep. 30, 2013 | Jun. 30, 2014 | Jun. 30, 2014 |
Cash Flow Reclassification Adjustment [Member] | Cash Flow Reclassification Adjustment [Member] | |||
Scenario, Previously Reported [Member] | ||||
Net cash (used) provided by operating activities | ($72,247) | $55,957 | ($30,609) | ($43,274) |
Net cash (used) provided by investing activities | ($1,039,512) | $31,311 | $1,368,754 | $1,381,419 |
Recovered_Sheet3
Fair Value Disclosures - Fair value Hierarchy (Details) (USD $) | Sep. 30, 2014 | Dec. 31, 2013 | Sep. 30, 2013 | Dec. 31, 2012 | |
In Thousands, unless otherwise specified | |||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ' | ' | ' | |
Available-for-sale securities | $11,193 | $8,528 | ' | ' | |
Trading securities | 10,365 | 7,708 | ' | ' | |
Derivative contracts | 117,821 | 0 | ' | ' | |
Fair Value, Measurements, Recurring | ' | ' | ' | ' | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ' | ' | ' | |
Other liabilities: | 20 | ' | ' | ' | |
Fair Value, Measurements, Recurring | Level 1 | ' | ' | ' | ' | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ' | ' | ' | |
Available-for-sale securities | 11,193 | 8,528 | ' | ' | |
Trading securities | 9,560 | 7,708 | ' | ' | |
Deferred compensation plan investments: | 79,613 | ' | ' | ' | |
Total | 204,988 | 16,236 | ' | ' | |
Other liabilities: | 20 | ' | ' | ' | |
Contingent consideration | 0 | 0 | ' | ' | |
Total | 466 | 309 | ' | ' | |
Fair Value, Measurements, Recurring | Level 2 | ' | ' | ' | ' | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ' | ' | ' | |
Available-for-sale securities | 0 | 0 | ' | ' | |
Trading securities | 329 | 0 | ' | ' | |
Deferred compensation plan investments: | 2,586 | ' | ' | ' | |
Total | 21,924 | 0 | ' | ' | |
Other liabilities: | 0 | ' | ' | ' | |
Contingent consideration | 0 | 0 | ' | ' | |
Total | 0 | 0 | ' | ' | |
Fair Value, Measurements, Recurring | Level 3 | ' | ' | ' | ' | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ' | ' | ' | |
Available-for-sale securities | 0 | 0 | ' | ' | |
Trading securities | 476 | 0 | ' | ' | |
Deferred compensation plan investments: | 0 | ' | ' | ' | |
Total | 809 | 0 | ' | ' | |
Other liabilities: | 0 | ' | ' | ' | |
Contingent consideration | 108,056 | [1] | 2,180 | ' | ' |
Total | 240,081 | 2,180 | ' | ' | |
Fair Value, Measurements, Recurring | Total | ' | ' | ' | ' | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ' | ' | ' | |
Available-for-sale securities | 11,193 | 8,528 | ' | ' | |
Trading securities | 10,365 | 7,708 | ' | ' | |
Deferred compensation plan investments: | 82,199 | ' | ' | ' | |
Total | 227,721 | 16,236 | ' | ' | |
Contingent consideration | 108,056 | 2,180 | ' | ' | |
Total | 240,547 | 2,489 | ' | ' | |
Money market fund | Fair Value, Measurements, Recurring | Level 1 | ' | ' | ' | ' | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ' | ' | ' | |
Cash equivalents - money market funds | 104,622 | ' | ' | ' | |
Deferred compensation plan investments: | 4,676 | ' | ' | ' | |
Money market fund | Fair Value, Measurements, Recurring | Level 2 | ' | ' | ' | ' | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ' | ' | ' | |
Cash equivalents - money market funds | 0 | ' | ' | ' | |
Deferred compensation plan investments: | 0 | ' | ' | ' | |
Money market fund | Fair Value, Measurements, Recurring | Level 3 | ' | ' | ' | ' | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ' | ' | ' | |
Cash equivalents - money market funds | 0 | ' | ' | ' | |
Deferred compensation plan investments: | 0 | ' | ' | ' | |
Money market fund | Fair Value, Measurements, Recurring | Total | ' | ' | ' | ' | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ' | ' | ' | |
Cash equivalents - money market funds | 104,622 | ' | ' | ' | |
Deferred compensation plan investments: | 4,676 | ' | ' | ' | |
U.S. treasury securities | Fair Value, Measurements, Recurring | Level 1 | ' | ' | ' | ' | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ' | ' | ' | |
U.S. treasury securities | 0 | ' | ' | ' | |
U.S. treasury securities | Fair Value, Measurements, Recurring | Level 2 | ' | ' | ' | ' | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ' | ' | ' | |
U.S. treasury securities | 19,009 | ' | ' | ' | |
U.S. treasury securities | Fair Value, Measurements, Recurring | Level 3 | ' | ' | ' | ' | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ' | ' | ' | |
U.S. treasury securities | 0 | ' | ' | ' | |
U.S. treasury securities | Fair Value, Measurements, Recurring | Total | ' | ' | ' | ' | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ' | ' | ' | |
U.S. treasury securities | 19,009 | ' | ' | ' | |
Mutual funds | Fair Value, Measurements, Recurring | Level 1 | ' | ' | ' | ' | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ' | ' | ' | |
Available-for-sale securities | 11,193 | 8,528 | ' | ' | |
Trading securities | 8,783 | 7,708 | ' | ' | |
Deferred compensation plan investments: | 0 | ' | ' | ' | |
Mutual funds | Fair Value, Measurements, Recurring | Level 2 | ' | ' | ' | ' | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ' | ' | ' | |
Available-for-sale securities | 0 | 0 | ' | ' | |
Trading securities | 0 | 0 | ' | ' | |
Deferred compensation plan investments: | 2,586 | ' | ' | ' | |
Mutual funds | Fair Value, Measurements, Recurring | Level 3 | ' | ' | ' | ' | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ' | ' | ' | |
Available-for-sale securities | 0 | 0 | ' | ' | |
Trading securities | 0 | 0 | ' | ' | |
Deferred compensation plan investments: | 0 | ' | ' | ' | |
Mutual funds | Fair Value, Measurements, Recurring | Total | ' | ' | ' | ' | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ' | ' | ' | |
Available-for-sale securities | 11,193 | 8,528 | ' | ' | |
Trading securities | 8,783 | 7,708 | ' | ' | |
Deferred compensation plan investments: | 2,586 | ' | ' | ' | |
Equity securities | ' | ' | ' | ' | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ' | ' | ' | |
Available-for-sale securities | 11,193 | 8,528 | 8,596 | 0 | |
Equity securities | Fair Value, Measurements, Recurring | Level 1 | ' | ' | ' | ' | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ' | ' | ' | |
Trading securities | 175 | ' | ' | ' | |
Other liabilities: | 238 | 238 | ' | ' | |
Equity securities | Fair Value, Measurements, Recurring | Level 2 | ' | ' | ' | ' | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ' | ' | ' | |
Trading securities | 0 | ' | ' | ' | |
Other liabilities: | 0 | 0 | ' | ' | |
Equity securities | Fair Value, Measurements, Recurring | Level 3 | ' | ' | ' | ' | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ' | ' | ' | |
Trading securities | 0 | ' | ' | ' | |
Other liabilities: | 0 | 0 | ' | ' | |
Equity securities | Fair Value, Measurements, Recurring | Total | ' | ' | ' | ' | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ' | ' | ' | |
Trading securities | 175 | ' | ' | ' | |
Other liabilities: | 238 | 238 | ' | ' | |
Certificate of deposits | Fair Value, Measurements, Recurring | Level 1 | ' | ' | ' | ' | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ' | ' | ' | |
Trading securities | 39 | ' | ' | ' | |
Other liabilities: | 68 | 20 | ' | ' | |
Certificate of deposits | Fair Value, Measurements, Recurring | Level 2 | ' | ' | ' | ' | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ' | ' | ' | |
Trading securities | 15 | ' | ' | ' | |
Other liabilities: | 0 | 0 | ' | ' | |
Certificate of deposits | Fair Value, Measurements, Recurring | Level 3 | ' | ' | ' | ' | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ' | ' | ' | |
Trading securities | 0 | ' | ' | ' | |
Other liabilities: | 0 | 0 | ' | ' | |
Certificate of deposits | Fair Value, Measurements, Recurring | Total | ' | ' | ' | ' | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ' | ' | ' | |
Trading securities | 54 | ' | ' | ' | |
Other liabilities: | 68 | 20 | ' | ' | |
U.S. government bonds | Fair Value, Measurements, Recurring | Level 1 | ' | ' | ' | ' | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ' | ' | ' | |
Trading securities | 2 | ' | ' | ' | |
U.S. government bonds | Fair Value, Measurements, Recurring | Level 2 | ' | ' | ' | ' | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ' | ' | ' | |
Trading securities | 10 | ' | ' | ' | |
U.S. government bonds | Fair Value, Measurements, Recurring | Level 3 | ' | ' | ' | ' | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ' | ' | ' | |
Trading securities | 0 | ' | ' | ' | |
U.S. government bonds | Fair Value, Measurements, Recurring | Total | ' | ' | ' | ' | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ' | ' | ' | |
Trading securities | 12 | ' | ' | ' | |
State and municipal bonds | Fair Value, Measurements, Recurring | Level 1 | ' | ' | ' | ' | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ' | ' | ' | |
Trading securities | 541 | ' | ' | ' | |
Other liabilities: | 131 | 51 | ' | ' | |
State and municipal bonds | Fair Value, Measurements, Recurring | Level 2 | ' | ' | ' | ' | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ' | ' | ' | |
Trading securities | 254 | ' | ' | ' | |
Other liabilities: | 0 | 0 | ' | ' | |
State and municipal bonds | Fair Value, Measurements, Recurring | Level 3 | ' | ' | ' | ' | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ' | ' | ' | |
Trading securities | 0 | ' | ' | ' | |
Other liabilities: | 0 | 0 | ' | ' | |
State and municipal bonds | Fair Value, Measurements, Recurring | Total | ' | ' | ' | ' | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ' | ' | ' | |
Trading securities | 795 | ' | ' | ' | |
Other liabilities: | 131 | 51 | ' | ' | |
Corporate bonds | Fair Value, Measurements, Recurring | ' | ' | ' | ' | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ' | ' | ' | |
Trading securities | 70 | ' | ' | ' | |
Corporate bonds | Fair Value, Measurements, Recurring | Level 1 | ' | ' | ' | ' | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ' | ' | ' | |
Trading securities | 20 | ' | ' | ' | |
Corporate bonds | Fair Value, Measurements, Recurring | Level 2 | ' | ' | ' | ' | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ' | ' | ' | |
Trading securities | 50 | ' | ' | ' | |
Corporate bonds | Fair Value, Measurements, Recurring | Level 3 | ' | ' | ' | ' | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ' | ' | ' | |
Trading securities | 0 | ' | ' | ' | |
Other | Fair Value, Measurements, Recurring | Level 1 | ' | ' | ' | ' | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ' | ' | ' | |
Trading securities | 0 | ' | ' | ' | |
Other | Fair Value, Measurements, Recurring | Level 2 | ' | ' | ' | ' | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ' | ' | ' | |
Trading securities | 0 | ' | ' | ' | |
Other | Fair Value, Measurements, Recurring | Level 3 | ' | ' | ' | ' | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ' | ' | ' | |
Trading securities | 476 | ' | ' | ' | |
Other | Fair Value, Measurements, Recurring | Total | ' | ' | ' | ' | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ' | ' | ' | |
Trading securities | 476 | ' | ' | ' | |
International global funds | Fair Value, Measurements, Recurring | Level 1 | ' | ' | ' | ' | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ' | ' | ' | |
Deferred compensation plan investments: | 15,878 | ' | ' | ' | |
International global funds | Fair Value, Measurements, Recurring | Level 2 | ' | ' | ' | ' | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ' | ' | ' | |
Deferred compensation plan investments: | 0 | ' | ' | ' | |
International global funds | Fair Value, Measurements, Recurring | Level 3 | ' | ' | ' | ' | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ' | ' | ' | |
Deferred compensation plan investments: | 0 | ' | ' | ' | |
International global funds | Fair Value, Measurements, Recurring | Total | ' | ' | ' | ' | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ' | ' | ' | |
Deferred compensation plan investments: | 15,878 | ' | ' | ' | |
U.S. equity funds | Fair Value, Measurements, Recurring | Level 1 | ' | ' | ' | ' | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ' | ' | ' | |
Deferred compensation plan investments: | 46,307 | ' | ' | ' | |
U.S. equity funds | Fair Value, Measurements, Recurring | Level 2 | ' | ' | ' | ' | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ' | ' | ' | |
Deferred compensation plan investments: | 0 | ' | ' | ' | |
U.S. equity funds | Fair Value, Measurements, Recurring | Level 3 | ' | ' | ' | ' | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ' | ' | ' | |
Deferred compensation plan investments: | 0 | ' | ' | ' | |
U.S. equity funds | Fair Value, Measurements, Recurring | Total | ' | ' | ' | ' | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ' | ' | ' | |
Deferred compensation plan investments: | 46,307 | ' | ' | ' | |
U.S. fixed-income funds | Fair Value, Measurements, Recurring | Level 1 | ' | ' | ' | ' | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ' | ' | ' | |
Deferred compensation plan investments: | 12,752 | ' | ' | ' | |
U.S. fixed-income funds | Fair Value, Measurements, Recurring | Level 2 | ' | ' | ' | ' | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ' | ' | ' | |
Deferred compensation plan investments: | 0 | ' | ' | ' | |
U.S. fixed-income funds | Fair Value, Measurements, Recurring | Level 3 | ' | ' | ' | ' | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ' | ' | ' | |
Deferred compensation plan investments: | 0 | ' | ' | ' | |
U.S. fixed-income funds | Fair Value, Measurements, Recurring | Total | ' | ' | ' | ' | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ' | ' | ' | |
Deferred compensation plan investments: | 12,752 | ' | ' | ' | |
Prepaid expenses and other assets - oil and gas interests | Fair Value, Measurements, Recurring | Level 1 | ' | ' | ' | ' | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ' | ' | ' | |
Prepaid expenses and other assets - oil and gas interests | 0 | ' | ' | ' | |
Prepaid expenses and other assets - oil and gas interests | Fair Value, Measurements, Recurring | Level 2 | ' | ' | ' | ' | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ' | ' | ' | |
Prepaid expenses and other assets - oil and gas interests | 0 | ' | ' | ' | |
Prepaid expenses and other assets - oil and gas interests | Fair Value, Measurements, Recurring | Level 3 | ' | ' | ' | ' | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ' | ' | ' | |
Prepaid expenses and other assets - oil and gas interests | 333 | ' | ' | ' | |
Prepaid expenses and other assets - oil and gas interests | Fair Value, Measurements, Recurring | Total | ' | ' | ' | ' | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ' | ' | ' | |
Prepaid expenses and other assets - oil and gas interests | 333 | ' | ' | ' | |
Derivative contracts | Fair Value, Measurements, Recurring | Level 1 | ' | ' | ' | ' | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ' | ' | ' | |
Derivative contracts | 0 | ' | ' | ' | |
Derivative contracts | Fair Value, Measurements, Recurring | Level 2 | ' | ' | ' | ' | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ' | ' | ' | |
Derivative contracts | 0 | ' | ' | ' | |
Derivative contracts | Fair Value, Measurements, Recurring | Level 3 | ' | ' | ' | ' | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ' | ' | ' | |
Derivative contracts | 132,025 | [2] | ' | ' | ' |
Derivative contracts | Fair Value, Measurements, Recurring | Total | ' | ' | ' | ' | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ' | ' | ' | |
Derivative contracts | 132,025 | ' | ' | ' | |
Mutual funds and unit investment trusts | Fair Value, Measurements, Recurring | Level 1 | ' | ' | ' | ' | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ' | ' | ' | |
Other liabilities: | 9 | ' | ' | ' | |
Mutual funds and unit investment trusts | Fair Value, Measurements, Recurring | Level 2 | ' | ' | ' | ' | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ' | ' | ' | |
Other liabilities: | 0 | ' | ' | ' | |
Mutual funds and unit investment trusts | Fair Value, Measurements, Recurring | Level 3 | ' | ' | ' | ' | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ' | ' | ' | |
Other liabilities: | 0 | ' | ' | ' | |
Mutual funds and unit investment trusts | Fair Value, Measurements, Recurring | Total | ' | ' | ' | ' | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ' | ' | ' | |
Other liabilities: | 9 | ' | ' | ' | |
Long-term Debt | Derivative contracts | Fair Value, Measurements, Recurring | Level 3 | ' | ' | ' | ' | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ' | ' | ' | |
Derivative contracts | $14,200 | [2] | ' | ' | ' |
[1] | Excludes deferred payments. | ||||
[2] | Includes $14.2 million of derivatives classified in long-term debt. |
Fair_Value_Disclosures_Realize
Fair Value Disclosures - Realized and Unrealized Gains and Losses Level 3 (Details) (Fair Value, Measurements, Recurring, Level 3, USD $) | 9 Months Ended |
In Thousands, unless otherwise specified | Sep. 30, 2014 |
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ' |
Beginning balance | $2,180 |
Net realized and unrealized gains and (losses) | 26,460 |
Purchases | 12,868 |
Issuances and accretions | 264,709 |
Settlements | 13,216 |
Ending balance | 240,081 |
Trading securities- other | ' |
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ' |
Beginning balance | 0 |
Net realized and unrealized gains and (losses) | -1 |
Purchases | 477 |
Issuances and accretions | 0 |
Settlements | 0 |
Ending balance | 476 |
Prepaid expenses and other assets - oil and gas interests | ' |
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ' |
Beginning balance | 0 |
Net realized and unrealized gains and (losses) | 0 |
Purchases | 372 |
Issuances and accretions | 0 |
Settlements | 39 |
Ending balance | 333 |
Trading securities- other | ' |
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ' |
Beginning balance | 0 |
Net realized and unrealized gains and (losses) | -1 |
Purchases | 849 |
Issuances and accretions | 0 |
Settlements | 39 |
Ending balance | 809 |
Derivative contracts | ' |
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ' |
Beginning balance | 0 |
Net realized and unrealized gains and (losses) | 30,589 |
Purchases | 0 |
Issuances and accretions | 162,614 |
Settlements | 0 |
Ending balance | 132,025 |
Contingent consideration | ' |
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ' |
Beginning balance | 2,180 |
Net realized and unrealized gains and (losses) | -4,129 |
Purchases | 12,868 |
Issuances and accretions | 102,095 |
Settlements | 13,216 |
Ending balance | $108,056 |
Fair_Value_Disclosures_Level_3
Fair Value Disclosures - Level 3 Valuation (Details) (USD $) | 0 Months Ended | 9 Months Ended | 9 Months Ended | ||||||||||||||||||||
Apr. 29, 2014 | Sep. 30, 2014 | Dec. 31, 2013 | Sep. 30, 2014 | Dec. 31, 2013 | Sep. 30, 2014 | Sep. 30, 2014 | Sep. 30, 2014 | Sep. 30, 2014 | Sep. 30, 2014 | Sep. 30, 2014 | Sep. 30, 2014 | Sep. 30, 2014 | Sep. 30, 2014 | Sep. 30, 2014 | Sep. 30, 2014 | Sep. 30, 2014 | Sep. 30, 2014 | Sep. 30, 2014 | Sep. 30, 2014 | Sep. 30, 2014 | |||
Fair Value, Measurements, Recurring | Fair Value, Measurements, Recurring | Fair Value, Measurements, Recurring | Derivative contracts | Derivative contracts | Convertible Notes Payable | Convertible Preferred Stock | Put Option | JP Turner & Company, LLC | JP Turner & Company, LLC | Hatteras Funds Group | Hatteras Funds Group | Trading Securities | Real Estate Funds | Prepaid expenses and other assets - oil and gas interests | Low Case | Case Base | High Case | ||||||
Level 3 | Level 3 | Discounted cash flow | Fair Value, Measurements, Recurring | Fair Value, Measurements, Recurring | Derivative contracts | Derivative contracts | Derivative contracts | Minimum | Maximum | Minimum | Maximum | Fair Value, Measurements, Recurring | Fair Value, Measurements, Recurring | Fair Value, Measurements, Recurring | Hatteras Funds Group | Hatteras Funds Group | Hatteras Funds Group | ||||||
Level 3 | Level 3 | Monte Carlo | Fair Value, Measurements, Recurring | Fair Value, Measurements, Recurring | Fair Value, Measurements, Recurring | Fair Value, Measurements, Recurring | Fair Value, Measurements, Recurring | Fair Value, Measurements, Recurring | Fair Value, Measurements, Recurring | Net asset value (NAV) | Net asset value (NAV) | Net asset value (NAV) | Fair Value, Measurements, Recurring | Fair Value, Measurements, Recurring | Fair Value, Measurements, Recurring | ||||||||
Level 3 | Monte Carlo | Monte Carlo | Monte Carlo | Discounted cash flow | Discounted cash flow | Discounted cash flow | Discounted cash flow | Level 3 | Level 3 | Level 3 | Discounted cash flow | Discounted cash flow | Discounted cash flow | ||||||||||
Level 3 | Level 3 | Level 3 | Level 3 | Level 3 | Level 3 | Level 3 | Level 3 | Level 3 | Level 3 | ||||||||||||||
Fair Value Inputs, Assets, Quantitative Information [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||
Prepaid expenses and other assets - oil and gas interests | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $119,000 | $357,000 | $333,000 | ' | ' | ' | ||
Derivative contracts | ' | 117,821,000 | 0 | ' | ' | ' | 132,025,000 | [1] | 132,025,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |
Contingent consideration | ' | ' | ' | 108,056,000 | [2] | 2,180,000 | 108,056,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |
Debt term | '2 years | ' | ' | ' | ' | ' | ' | ' | '7 years 1 month 2 days | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||
Discount factor | ' | ' | ' | ' | ' | ' | ' | ' | 55.00% | 55.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||
Volatility | ' | ' | ' | ' | ' | ' | ' | ' | 30.00% | 30.00% | 30.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||
Risk free rate of interest | ' | ' | ' | ' | ' | ' | ' | ' | 2.23% | 3.20% | 2.94% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||
Discount rate | ' | ' | ' | ' | ' | ' | ' | ' | 11.23% | 14.20% | ' | ' | ' | ' | ' | ' | ' | 1000.00% | ' | ' | ' | ||
Exercise date | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 'June 10, 2033 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||
Probability exceeding percentage threshold | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 55.40% | 100.00% | ' | ' | ' | ' | ' | ' | ' | ' | ||
Present value factor | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 68.00% | 91.00% | ' | ' | ' | ' | ' | ' | ' | ' | ||
Projected earnings | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $11,400,000 | $20,000,000 | ' | ' | ' | ' | ' | ' | ||
Discounted rates based on estimated average cost of capital | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 4.82% | 6.71% | ' | ' | ' | ' | ' | ' | ||
Probability Adjustment | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 25.00% | 50.00% | 25.00% | ||
[1] | Includes $14.2 million of derivatives classified in long-term debt. | ||||||||||||||||||||||
[2] | Excludes deferred payments. |
Fair_Value_Disclosures_Net_Ass
Fair Value Disclosures - Net Asset Value Per Share(Details) (Fair Value, Measurements, Recurring, Level 3, USD $) | Sep. 30, 2014 |
In Thousands, unless otherwise specified | |
Prepaid expenses and other assets - oil and gas interests | ' |
Fair Value, Investments, Entities that Calculate Net Asset Value Per Share [Line Items] | ' |
Prepaid expenses and other assets - oil and gas interests | $119 |
Unfunded Commitments | 9 |
Real Estate Funds | ' |
Fair Value, Investments, Entities that Calculate Net Asset Value Per Share [Line Items] | ' |
Prepaid expenses and other assets - oil and gas interests | 357 |
Unfunded Commitments | $0 |
Fair_Value_Disclosures_Debt_in
Fair Value Disclosures - Debt instruments (Details) (USD $) | Sep. 30, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ' |
Convertible preferred stock | $275,510 | $0 |
Carrying Value | ' | ' |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ' |
Debt, fair value | 1,046,443 | ' |
Convertible preferred stock | 275,510 | ' |
Fair Value | Level 1 | ' | ' |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ' |
Debt, fair value | 0 | ' |
Convertible preferred stock | 0 | ' |
Fair Value | Level 2 | ' | ' |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ' |
Debt, fair value | 0 | ' |
Convertible preferred stock | 0 | ' |
Fair Value | Level 3 | ' | ' |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ' |
Debt, fair value | 943,117 | ' |
Convertible preferred stock | 137,110 | ' |
Convertible Debt | Carrying Value | ' | ' |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ' |
Debt, fair value | 60,512 | ' |
Convertible Debt | Fair Value | Level 1 | ' | ' |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ' |
Debt, fair value | 0 | ' |
Convertible Debt | Fair Value | Level 2 | ' | ' |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ' |
Debt, fair value | 0 | ' |
Convertible Debt | Fair Value | Level 3 | ' | ' |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ' |
Debt, fair value | 84,525 | ' |
First Lien Term Facility [Member] | Carrying Value | ' | ' |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ' |
Debt, fair value | 562,576 | ' |
First Lien Term Facility [Member] | Fair Value | Level 1 | ' | ' |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ' |
Debt, fair value | 0 | ' |
First Lien Term Facility [Member] | Fair Value | Level 2 | ' | ' |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ' |
Debt, fair value | 0 | ' |
First Lien Term Facility [Member] | Fair Value | Level 3 | ' | ' |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ' |
Debt, fair value | 569,232 | ' |
Second Lien Term Facility [Member] | Carrying Value | ' | ' |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ' |
Debt, fair value | 147,845 | ' |
Second Lien Term Facility [Member] | Fair Value | Level 1 | ' | ' |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ' |
Debt, fair value | 0 | ' |
Second Lien Term Facility [Member] | Fair Value | Level 2 | ' | ' |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ' |
Debt, fair value | 0 | ' |
Second Lien Term Facility [Member] | Fair Value | Level 3 | ' | ' |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ' |
Debt, fair value | $152,250 | ' |
AvailableforSale_Securities_De
Available-for-Sale Securities (Details) (USD $) | Sep. 30, 2014 | Dec. 31, 2013 | Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | |
In Thousands, unless otherwise specified | Equity securities | Equity securities | Dividend Reinvestment Plan | |||
Available-for-Sale Securities [Roll Forward] | ' | ' | ' | ' | ' | |
Beginning balance | $11,193 | $8,528 | $8,528 | $0 | ' | |
Purchases | ' | ' | 11,225 | [1] | 10,000 | 100 |
Sales | ' | ' | 9,013 | 1,000 | ' | |
Realized Gains | ' | ' | 171 | 59 | ' | |
Unrealized Gains | ' | ' | 282 | 345 | ' | |
Ending balance | 11,193 | 8,528 | 11,193 | 8,596 | ' | |
Cost | ' | ' | $11,420 | $8,941 | ' | |
[1] | Includes $0.1 million of purchases under dividend reinvestment programs. |
Note_Receivable_Details
Note Receivable (Details) (USD $) | 9 Months Ended | |||||
In Thousands, unless otherwise specified | Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Dec. 31, 2013 | Sep. 30, 2014 | Dec. 31, 2013 |
Forgivable Loans | Forgivable Loans | Payback Loans | Payback Loans | |||
Financing Receivable [Roll Forward] | ' | ' | ' | ' | ' | ' |
Beginning balance | $13,270 | $8,547 | $21,200 | $11,100 | $43,700 | $2,200 |
Originated loans | 15,116 | 5,636 | ' | ' | ' | ' |
Acquired loans | 43,108 | 0 | ' | ' | ' | ' |
Collections | -4,421 | -363 | ' | ' | ' | ' |
Forgiveness/amortization | -5,402 | -573 | ' | ' | ' | ' |
Accretion | 3,815 | 6 | ' | ' | ' | ' |
Allowance | -556 | 17 | ' | ' | ' | ' |
Ending balance | 64,930 | ' | 21,200 | 11,100 | 43,700 | 2,200 |
Financing Receivable, Allowance for Credit Losses [Roll Forward] | ' | ' | ' | ' | ' | ' |
Beginning balance | 424 | 441 | ' | ' | ' | ' |
Provision for bad debt | 845 | 0 | ' | ' | ' | ' |
Charge off - net of recoveries | -289 | -17 | ' | ' | ' | ' |
Total change | 556 | -17 | ' | ' | ' | ' |
Ending balance | $980 | ' | ' | ' | ' | ' |
Fixed_Assets_Details
Fixed Assets (Details) (USD $) | Sep. 30, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Property, Plant and Equipment [Line Items] | ' | ' |
Total fixed assets | $24,504 | $2,233 |
Less: Accumulated depreciation and amortization | 3,057 | 350 |
Fixed assets - net | 21,447 | 1,883 |
Office furniture and equipment | ' | ' |
Property, Plant and Equipment [Line Items] | ' | ' |
Total fixed assets | 3,137 | 1,007 |
Computer software and hardware | ' | ' |
Property, Plant and Equipment [Line Items] | ' | ' |
Total fixed assets | 18,758 | 854 |
Leasehold improvements | ' | ' |
Property, Plant and Equipment [Line Items] | ' | ' |
Total fixed assets | $2,609 | $372 |
Fixed_Assets_Depreciation_and_
Fixed Assets - Depreciation and Amortization (Details) (USD $) | 3 Months Ended | 9 Months Ended | ||
In Millions, unless otherwise specified | Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 |
Property, Plant and Equipment [Abstract] | ' | ' | ' | ' |
Depreciation and amortization | $1.20 | $0.01 | $3.20 | $0.10 |
Goodwill_and_Intangible_Assets2
Goodwill and Intangible Assets (Details) (USD $) | Sep. 30, 2014 | Dec. 31, 2013 | |
In Thousands, unless otherwise specified | |||
Finite-Lived Intangible Assets [Line Items] | ' | ' | |
Goodwill | $475,261 | $79,986 | |
Indefinite-lived intangible assets | 3,210 | [1] | 0 |
Finite-Lived Intangible Assets, Net | 1,246,256 | 83,005 | |
Total intangible assets | 1,249,466 | 83,005 | |
Total goodwill and intangible assets | 1,724,727 | 162,991 | |
Financial advisor relationships | ' | ' | |
Finite-Lived Intangible Assets [Line Items] | ' | ' | |
Finite-Lived Intangible Assets, Net | 989,410 | 69,698 | |
Sponsor relationships | ' | ' | |
Finite-Lived Intangible Assets [Line Items] | ' | ' | |
Finite-Lived Intangible Assets, Net | 111,954 | 0 | |
Trade names | ' | ' | |
Finite-Lived Intangible Assets [Line Items] | ' | ' | |
Finite-Lived Intangible Assets, Net | 63,917 | 0 | |
Investment management agreements | ' | ' | |
Finite-Lived Intangible Assets [Line Items] | ' | ' | |
Finite-Lived Intangible Assets, Net | 46,407 | 0 | |
Customer relationships | ' | ' | |
Finite-Lived Intangible Assets [Line Items] | ' | ' | |
Finite-Lived Intangible Assets, Net | 11,579 | 12,409 | |
Non-competition agreements | ' | ' | |
Finite-Lived Intangible Assets [Line Items] | ' | ' | |
Finite-Lived Intangible Assets, Net | 6,472 | 898 | |
Intellectual property and internally developed software | ' | ' | |
Finite-Lived Intangible Assets [Line Items] | ' | ' | |
Finite-Lived Intangible Assets, Net | $16,517 | $0 | |
[1] | As of June 30, 2014, the Company classified trade names as an indefinite-lived intangible asset. The Company finalized its assessment of the useful life of the trade names and concluded that they were finite-lived rather than indefinite-lived intangible assets. The remaining indefinite-lived intangible assets are comprised of a distribution network of RIAs and broker-dealers. |
Goodwill_and_Intangible_Assets3
Goodwill and Intangible Assets Goodwill by segment (Details) (USD $) | Sep. 30, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Goodwill [Line Items] | ' | ' |
Goodwill | $475,261 | $79,986 |
Independent Retail Advice | ' | ' |
Goodwill [Line Items] | ' | ' |
Goodwill | 432,202 | 79,986 |
Wholesale distribution: | ' | ' |
Goodwill [Line Items] | ' | ' |
Goodwill | 26,956 | 0 |
Investment Management | ' | ' |
Goodwill [Line Items] | ' | ' |
Goodwill | 15,348 | 0 |
Corporate and other: | ' | ' |
Goodwill [Line Items] | ' | ' |
Goodwill | $755 | $0 |
Goodwill_and_Intangible_Assets4
Goodwill and Intangible Assets Goodwill rollforward (Details) (USD $) | 9 Months Ended | 3 Months Ended | 9 Months Ended | 3 Months Ended | 9 Months Ended | 9 Months Ended | 9 Months Ended | 9 Months Ended | 9 Months Ended | 3 Months Ended | ||||||||||||
Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2014 | Sep. 30, 2014 | Apr. 29, 2014 | Sep. 30, 2014 | Sep. 30, 2014 | Jun. 11, 2014 | Sep. 30, 2014 | Jun. 12, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | Sep. 30, 2014 | Sep. 30, 2014 | Sep. 30, 2014 | Aug. 29, 2014 | Sep. 30, 2014 | Sep. 30, 2014 | ||||
First Allied acquisition | Cetera acquisition | Cetera acquisition | Cetera acquisition | Summit acquisition | Summit acquisition | Summit acquisition | J.P. Turner acquisition | J.P. Turner acquisition | Hatteras acquisition | Hatteras acquisition | ICH acquisition | Trupoly acquisition | Total goodwill | Total goodwill | Trade names | Trade names | ||||||
Cetera acquisition | ||||||||||||||||||||||
Goodwill [Roll Forward] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |||
Beginning balance | $79,986,000 | ' | $79,986,000 | ' | $0 | $290,575,000 | ' | $0 | $23,014,000 | $0 | $12,443,000 | $0 | $15,348,000 | $0 | $0 | $0 | $26,956,000 | ' | ' | |||
Goodwill, acquired during period | 369,151,000 | ' | 0 | ' | 259,646,000 | ' | ' | 28,997,000 | ' | 11,265,000 | ' | 15,348,000 | ' | 26,184,000 | 755,000 | 26,956,000 | ' | ' | ' | |||
Goodwill adjustment | 26,124,000 | ' | 0 | 30,929,000 | [1] | ' | ' | -6,500,000 | -5,983,000 | [2] | ' | 1,178,000 | [3] | ' | 0 | ' | 0 | 0 | 0 | ' | ' | ' |
Ending balance | 475,261,000 | ' | 79,986,000 | 290,575,000 | 290,575,000 | 290,575,000 | 23,014,000 | 23,014,000 | 23,014,000 | 12,443,000 | 12,443,000 | 15,348,000 | 15,348,000 | 26,184,000 | 755,000 | 26,956,000 | 26,956,000 | ' | ' | |||
Weighted-Average Life Remaining (in years) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | '29 years | '30 years | |||
Purchase accounting adjustments | ' | ' | ' | 23,800,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |||
Provision for bad debt | $845,000 | $0 | ' | ' | ' | ' | $500,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |||
[1] | During the three months ended SeptemberB 30, 2014, Ceterabs goodwill increased $30.9 million due to additional information with respect to the preliminary acquisition date fair value of certain assets, specifically internally developed software, notes receivable and intangible assets. Additionally, the Company finalized its assessment of the useful life of the trade name and concluded that it was 30 years rather than indefinite. Accordingly, the Company recorded a deferred tax liability of $23.8 million with a related increase in Goodwill. | |||||||||||||||||||||
[2] | During the three months ended SeptemberB 30, 2014, Summitbs goodwill decreased $6.5 million due to additional information with respect to the preliminary acquisition date of the deferred tax liability. Additionally, the Company finalized its assessment of the fair value of the notes receivable resulting in a $0.5 million write-down. | |||||||||||||||||||||
[3] | During the three months ended SeptemberB 30, 2014, the Companybs total consideration for J.P. Turner increased $1.2 million due to additional information with respect to the terms of the purchase agreement, resulting in an increase to the goodwill. |
Goodwill_and_Intangible_Assets5
Goodwill and Intangible Assets Finite-lived Intangible Assets (Details) (USD $) | 3 Months Ended | 9 Months Ended | 9 Months Ended | 12 Months Ended | 9 Months Ended | 9 Months Ended | 9 Months Ended | 9 Months Ended | 12 Months Ended | 9 Months Ended | 12 Months Ended | 9 Months Ended | |||||||||
Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 | Dec. 31, 2013 | Sep. 30, 2014 | Dec. 31, 2013 | Sep. 30, 2014 | Dec. 31, 2013 | Sep. 30, 2014 | Dec. 31, 2013 | Sep. 30, 2014 | Dec. 31, 2013 | Sep. 30, 2014 | Dec. 31, 2013 | Sep. 30, 2014 | Dec. 31, 2013 | Sep. 30, 2014 | Dec. 31, 2013 | |||
Financial advisor relationships | Financial advisor relationships | Sponsor relationships | Sponsor relationships | Trade names | Trade names | Investment management agreements | Investment management agreements | Customer relationships | Customer relationships | Non-competition agreements | Non-competition agreements | Intellectual property and internally developed software | Intellectual property and internally developed software | ||||||||
Finite-Lived Intangible Assets [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||
Weighted-Average Life Remaining (in years) | ' | ' | ' | ' | ' | '13 years | '13 years | '9 years | ' | '29 years | ' | '12 years | ' | '12 years | '13 years | '2 years | '2 years | '7 years | ' | ||
Gross Carrying Value | $1,287,791,000 | ' | $1,287,791,000 | ' | $84,897,000 | $1,022,853,000 | $71,185,000 | $113,000,000 | ' | $64,892,000 | ' | $47,390,000 | ' | $12,686,000 | $12,686,000 | $9,748,000 | $1,026,000 | $17,222,000 | ' | ||
Accumulated Amortization | 41,535,000 | ' | 41,535,000 | ' | 1,892,000 | 33,443,000 | 1,487,000 | 1,046,000 | ' | 975,000 | ' | 983,000 | ' | 1,107,000 | 277,000 | 3,276,000 | 128,000 | 705,000 | ' | ||
Finite-lived intangible assets, net | 1,246,256,000 | ' | 1,246,256,000 | ' | 83,005,000 | 989,410,000 | 69,698,000 | 111,954,000 | 0 | 63,917,000 | 0 | 46,407,000 | 0 | 11,579,000 | 12,409,000 | 6,472,000 | 898,000 | 16,517,000 | 0 | ||
Indefinite-lived intangible assets | 3,210,000 | [1] | ' | 3,210,000 | [1] | ' | 0 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Total intangible assets, gross carrying value | 1,291,001,000 | ' | 1,291,001,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||
Total intangible assets, net carrying value | 1,249,466,000 | ' | 1,249,466,000 | ' | 83,005,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||
Amortization of intangible assets | $24,100,000 | $100,000 | $39,600,000 | $100,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||
[1] | As of June 30, 2014, the Company classified trade names as an indefinite-lived intangible asset. The Company finalized its assessment of the useful life of the trade names and concluded that they were finite-lived rather than indefinite-lived intangible assets. The remaining indefinite-lived intangible assets are comprised of a distribution network of RIAs and broker-dealers. |
Goodwill_and_Intangible_Assets6
Goodwill and Intangible Assets Future Amortization (Details) (USD $) | Sep. 30, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Goodwill and Intangible Assets Disclosure [Abstract] | ' | ' |
2014 | $101,662 | ' |
2015 | 97,295 | ' |
2016 | 97,114 | ' |
2017 | 97,015 | ' |
2018 | 96,316 | ' |
Thereafter | 756,854 | ' |
Finite-lived intangible assets, net | $1,246,256 | $83,005 |
Longterm_Debt_Narrative_Detail
Long-term Debt - Narrative (Details) (USD $) | 0 Months Ended | 9 Months Ended | 0 Months Ended | 9 Months Ended | 0 Months Ended | 9 Months Ended | 9 Months Ended | 0 Months Ended | ||||||||||||||||||||
Apr. 29, 2014 | Sep. 30, 2014 | Apr. 29, 2014 | Apr. 29, 2014 | Sep. 30, 2014 | Jan. 02, 2013 | Sep. 30, 2014 | Nov. 01, 2011 | Nov. 01, 2011 | Nov. 01, 2011 | Apr. 29, 2014 | Sep. 30, 2014 | Sep. 30, 2014 | Sep. 30, 2014 | Sep. 30, 2014 | Sep. 30, 2014 | Jul. 21, 2014 | Apr. 29, 2014 | Jan. 02, 2013 | Apr. 29, 2014 | Apr. 29, 2014 | Jul. 28, 2014 | Sep. 30, 2014 | Sep. 25, 2013 | Sep. 25, 2013 | Sep. 25, 2013 | Jul. 11, 2014 | Sep. 30, 2014 | |
Senior Secured First Lien Revolving Credit Facility | Revolving Credit Facility | FA Term Loan | Barclays Bank PLC and Bank of America | Fifth Third Bank | Fifth Third Bank | Fifth Third Bank | Common Class A | Maximum | Senior Secured First Lien Term Loan | London Interbank Offered Rate (LIBOR) | London Interbank Offered Rate (LIBOR) | London Interbank Offered Rate (LIBOR) | Letter of Credit | Cetera Financial Group | Cetera Financial Group | Cetera Financial Group | Cetera Financial Group | First Allied acquisition | First Allied acquisition | First Allied acquisition | First Allied acquisition | First Allied acquisition | Investors Capital Holdings | Investors Capital Holdings | ||||
FA Term Loan | FA Revolver | Maximum | Senior Secured First Lien Term Loan | Senior Secured First Lien Term Loan | Backstop Letter of Credit | Secured Debt | Secured Debt | Secured Debt | Convertible Debt | RCAP Holdings, LLC | RCAP Holdings, LLC | RCAP Holdings, LLC | Secured Debt | Secured Debt | Subordinated Debt | |||||||||||||
Minimum | Maximum | Senior Secured Second Lien Term Loan | Senior Secured Second Lien Term Loan | Senior Secured First Lien Term Loan | RCAP Holdings, LLC | First Allied notes | ||||||||||||||||||||||
Barclays Bank PLC and Bank of America | Barclays Bank PLC and Bank of America | Barclays Bank PLC and Bank of America | RCAP Holdings, LLC | |||||||||||||||||||||||||
Line of Credit Facility [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Convertible notes, face value | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $150,000,000 | $32,000,000 | $575,000,000 | $120,000,000 | ' | $94,200,000 | ' | $26,000,000 | $32,000,000 | ' | ' |
Secured debt, commitment | ' | ' | ' | 25,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Long-term line of credit | ' | ' | ' | ' | ' | ' | ' | 18,000,000 | 12,000,000 | 6,000,000 | ' | ' | ' | ' | ' | ' | 1,100,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Convertible notes payable | ' | ' | 1,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Conversion price | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $21.18 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Debt increase | ' | ' | ' | ' | ' | 20,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Repayments of debt | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 32,000,000 | ' | ' | ' | ' | ' | ' |
Debt acquired | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 7,000,000 | ' | ' | 2,918,000 | 2,000,000 |
Debt term | '2 years | ' | ' | ' | '3 years | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Interest rate | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 5.50% | ' | 5.25% | 1.25% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Variable rate | ' | '1.25 to 1.00 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Minimum interest rate | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Payments for deposits applied | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 10,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Leverage ratio | ' | ' | ' | ' | ' | ' | 1.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Leverage ratio, related party | ' | ' | ' | ' | ' | ' | 1.25% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Retained earnings ratio | ' | ' | ' | ' | ' | ' | $11,200,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
LongTerm_Debt_Longterm_Debt_Lo
Long-Term Debt Long-term Debt - Long-term Borrowings and Contractual Interest Rates (Details) (USD $) | Sep. 30, 2014 | Dec. 31, 2013 | ||
Debt Instrument [Line Items] | ' | ' | ||
Total borrowings | $787,137,000 | $33,302,000 | ||
Less: Current portion of borrowings | 36,869,000 | 3,200,000 | ||
Total long-term debt, net of current portion | 750,268,000 | 30,102,000 | ||
Senior Secured First Lien Term Loan | ' | ' | ||
Debt Instrument [Line Items] | ' | ' | ||
Interest Rate | 6.50% | ' | ||
Total borrowings | 562,576,000 | 0 | ||
Senior Secured Second Lien Term Loan | ' | ' | ||
Debt Instrument [Line Items] | ' | ' | ||
Interest Rate | 10.50% | ' | ||
Total borrowings | 147,845,000 | 0 | ||
Convertible Debt | ' | ' | ||
Debt Instrument [Line Items] | ' | ' | ||
Interest Rate | 5.00% | ' | ||
Total borrowings | 74,716,000 | [1] | 0 | |
Subordinated Debt | ' | ' | ||
Debt Instrument [Line Items] | ' | ' | ||
Interest Rate | 8.25% | ' | ||
Total borrowings | 2,000,000 | 0 | ||
Other | ' | ' | ||
Debt Instrument [Line Items] | ' | ' | ||
Interest Rate | ' | 2.42% | ||
Total borrowings | 0 | 33,302,000 | [2] | |
Convertible Preferred Stock | Call Option | ' | ' | ||
Debt Instrument [Line Items] | ' | ' | ||
Fair value of embedded derivative | 100,600,000 | ' | ||
Convertible Notes Payable | Convertible Preferred Stock | Call Option | ' | ' | ||
Debt Instrument [Line Items] | ' | ' | ||
Fair value of embedded derivative | 14,200,000 | ' | ||
First Allied acquisition | RCAP Holdings, LLC | FA Term Loan | ' | ' | ||
Debt Instrument [Line Items] | ' | ' | ||
Total borrowings | ' | 28,800,000 | ||
First Allied acquisition | RCAP Holdings, LLC | FA Revolver | ' | ' | ||
Debt Instrument [Line Items] | ' | ' | ||
Total borrowings | ' | $4,500,000 | ||
[1] | The Companybs convertible notes balance includes the fair value of the compound derivative of $14.2 million. | |||
[2] | The Companybs long-term borrowings as of DecemberB 31, 2013 relate to First Allied, of which, $28.8 million was outstanding under the FA Term Loan and $4.5 million was outstanding under the FA Revolver. |
LongTerm_Debt_Maturities_of_Lo
Long-Term Debt Maturities of Long-term Debt (Details) (USD $) | Sep. 30, 2014 | Dec. 31, 2013 | |
In Thousands, unless otherwise specified | |||
Debt Instrument [Line Items] | ' | ' | |
2016 | $52,398 | ' | |
2017 | 63,739 | ' | |
2018 | 76,928 | ' | |
2019 | 298,932 | ' | |
Long-term Debt, Maturities, Repayments of Principal after Year Five | 258,271 | [1] | ' |
Total long-term debt, net of current portion | $750,268 | $30,102 | |
[1] | Includes the fair value of the compound derivative of $14.2 million. |
LongTerm_Debt_Contractual_Matu
Long-Term Debt - Contractual Maturities (Details) (USD $) | Sep. 30, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Debt Instrument [Line Items] | ' | ' |
Total current portion of long-term debt | $36,869 | $3,200 |
31-Mar-14 | ' | ' |
Debt Instrument [Line Items] | ' | ' |
Total current portion of long-term debt | 5,663 | ' |
30-Jun-14 | ' | ' |
Debt Instrument [Line Items] | ' | ' |
Total current portion of long-term debt | 5,668 | ' |
30-Sep-14 | ' | ' |
Debt Instrument [Line Items] | ' | ' |
Total current portion of long-term debt | 12,797 | ' |
31-Dec-14 | ' | ' |
Debt Instrument [Line Items] | ' | ' |
Total current portion of long-term debt | $12,741 | ' |
Derivative_Contracts_Details
Derivative Contracts (Details) (USD $) | Apr. 29, 2014 | Sep. 30, 2014 | Sep. 30, 2014 | Sep. 30, 2014 | Sep. 30, 2014 | Sep. 30, 2014 | Apr. 29, 2014 | Sep. 30, 2014 | Sep. 30, 2014 | Sep. 30, 2014 |
In Millions, unless otherwise specified | Put Option | Put Option | Convertible Preferred Stock | Convertible Preferred Stock | Common Class A | Luxor Capital Group, LP | Convertible Notes Payable | Convertible Notes Payable | Convertible Notes Payable | |
Call Option | Call Option | Convertible Preferred Stock | Convertible Preferred Stock | Common Class A | ||||||
Call Option | Call Option | |||||||||
Derivative [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Noncontrolling interest, ownership percentage by noncontrolling owners | ' | ' | ' | ' | ' | ' | 19.46% | ' | ' | ' |
Interest rate | 15.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Gross liability | ' | $17.20 | $17.20 | ' | ' | ' | ' | ' | ' | ' |
Derivative, gain on derivative | ' | -4.4 | 4 | ' | ' | ' | ' | ' | ' | ' |
Fair value of embedded derivative | ' | ' | ' | ' | 100.6 | ' | ' | ' | 14.2 | ' |
Embedded derivative, gain (loss) on embedded derivative | ' | ' | ' | $19.10 | ' | ($16.20) | ' | ($4.40) | ' | ($10.40) |
Convertible_Preferred_Stock_De
Convertible Preferred Stock (Details) (USD $) | 0 Months Ended | 3 Months Ended | 9 Months Ended | 0 Months Ended | 0 Months Ended | 8 Months Ended | 0 Months Ended | ||||||||
Apr. 29, 2014 | Sep. 30, 2014 | Sep. 30, 2014 | Apr. 29, 2014 | Apr. 29, 2014 | Apr. 29, 2014 | Jul. 10, 2014 | Apr. 29, 2014 | Sep. 30, 2014 | Jun. 10, 2014 | Apr. 29, 2014 | Apr. 29, 2014 | Sep. 30, 2014 | Jun. 10, 2014 | Oct. 09, 2014 | |
Conversion Price One | Conversion Price Two | Convertible Preferred Stock | Convertible Preferred Stock | Common Class A | Common Class A | Common Class A | Common Class A | Common Stock | Private Placement | Subsequent Event | |||||
Common Class A | Common Stock | Convertible Preferred Stock | |||||||||||||
Common Class A | |||||||||||||||
Class of Stock [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Shares issued upon conversion (in shares) | ' | ' | ' | 14,657,980 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Dividend rate cash | ' | ' | ' | ' | ' | ' | ' | 7.00% | ' | ' | ' | ' | ' | ' | ' |
Dividend rate | ' | ' | ' | ' | ' | ' | ' | 8.00% | ' | ' | ' | ' | ' | ' | ' |
Discount on shares | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 2.00% | ' | ' | ' |
Conversion price | ' | ' | ' | ' | $20.26 | $50.65 | ' | ' | ' | ' | ' | $21.18 | ' | ' | ' |
Threshold consecutive trading days | '30 days | ' | ' | ' | ' | ' | ' | ' | ' | ' | '10 days | ' | ' | ' | ' |
Conversion price ratio | 2.5 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Threshold shares traded | ' | ' | ' | ' | ' | $10,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Debt term | '2 years | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Maximum percent of convertible preferred stock as a percent of shares outstanding | ' | 24.90% | 24.90% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Issuance of common stock, shares | ' | ' | ' | ' | ' | ' | ' | ' | 727,050 | 19,000,000 | ' | ' | 23,999,999 | 2,469,136 | ' |
Maximum percent of convertible preferred stock as a percent of shares outstanding preceding a trading day | ' | 9.90% | 9.90% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Par value (in dollars per share) | ' | ' | ' | ' | ' | ' | ' | $18.42 | ' | ' | ' | ' | ' | ' | ' |
Dividends declared | ' | 4,700,000 | 8,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Dividends declared | ' | ' | ' | ' | ' | ' | 3,300,000 | ' | ' | ' | ' | ' | ' | ' | 4,700,000 |
Deemed dividend | ' | ' | $194,800,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Stockholders_Equity_Details
Stockholders' Equity (Details) (USD $) | 0 Months Ended | 3 Months Ended | 9 Months Ended | 0 Months Ended | 0 Months Ended | 9 Months Ended | 0 Months Ended | 9 Months Ended | 0 Months Ended | 9 Months Ended | 0 Months Ended | 9 Months Ended | 0 Months Ended | 0 Months Ended | 9 Months Ended | 8 Months Ended | 4 Months Ended | 8 Months Ended | 0 Months Ended | 8 Months Ended | 0 Months Ended | |||||||||||||||||||||||||||
Jun. 10, 2014 | Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 | Aug. 29, 2014 | Feb. 11, 2014 | Sep. 30, 2014 | Jun. 17, 2014 | Jun. 10, 2014 | Mar. 20, 2014 | Sep. 30, 2014 | Jun. 10, 2014 | Dec. 31, 2013 | Sep. 30, 2014 | Sep. 30, 2014 | Jul. 11, 2014 | Sep. 30, 2014 | Jun. 12, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | Jul. 11, 2014 | Sep. 30, 2014 | Sep. 30, 2014 | Sep. 30, 2014 | Jun. 10, 2013 | Jun. 10, 2014 | Jun. 18, 2014 | Jun. 18, 2014 | Jun. 10, 2014 | Feb. 11, 2014 | Jun. 30, 2014 | Sep. 30, 2014 | Feb. 11, 2014 | Feb. 11, 2014 | Jun. 10, 2014 | Sep. 30, 2014 | Dec. 31, 2013 | Sep. 30, 2014 | Feb. 11, 2014 | Jun. 10, 2014 | Apr. 28, 2014 | Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Jun. 10, 2014 | Sep. 30, 2014 | Sep. 30, 2014 | |
StratCap | RCAP Holdings, LLC | Common Class A | Common Class A | Common Class A | Common Class A | Common Class A | Common Class A | Common Class A | Common Class A | Common Class A | Common Class A | Common Class A | Common Class A | Common Class A | Common Class A | Common Class A | Common Class A | Common Class A | Common Class A | Common Class A | Common Class A | Common Class A | Common Class A | Common Class A | Common Class A | Common Class A | Common Class A | Common Class A | Common Class A | Common Class A | Common Class B | Common Class B | Common Class B | Common Class B | Common Class B | LTIP Units | Common Stock | Common Stock | Common Stock | Common Stock | Common Stock | Warrant | ||||||
RCAP Equity Plan | Stock Purchase Program | Summit Financial Services Group | Summit Financial Services Group | JP Turner & Company, LLC | JP Turner & Company, LLC | First Allied acquisition | Investors Capital Holdings | Investors Capital Holdings | Trupoly acquisition | StratCap | IPO | Over-Allotment Option | Over-Allotment Option | Private Placement | Private Placement | RCAP Holdings, LLC | RCAP Holdings, LLC | RCAP Holdings, LLC | Economic rights | Voting power | IPO | Majority Shareholder | RCAP Holdings, LLC | IPO | Common Class A | Common Class A | Common Class A | Common Class A | Common Class B | Common Class A | ||||||||||||||||||
Restricted Stock | First Allied acquisition | First Allied acquisition | RCAP Holdings, LLC | RCAP Holdings, LLC | IPO | IPO | Private Placement | Stock Purchase Program | ||||||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Issuance of common stock, shares | ' | ' | ' | ' | ' | ' | ' | 727,050 | ' | 19,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 11,264,929 | ' | ' | ' | ' | 2,500,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 23,999,999 | 2,500,000 | 19,870,248 | 2,469,136 | -23,999,999 | ' |
Operating subsidiary units exchanged under the exchange agreement | ' | ' | ' | ' | ' | ' | 23,999,999 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Class A shares common stock | ' | ' | ' | ' | ' | ' | 23,999,999 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Shares held by a related party | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 24,051,499 | ' | ' | ' | ' | ' | ' | ' | ' | 1 | ' | ' | ' | ' | ' | ' | ' | ' |
Economic rights held by related party | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 90.76% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Voting rights held by related party | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 95.38% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Common stock, par value (in dollars per share) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $0.00 | $20.25 | $0.00 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $0.00 | $0.00 | $0.00 | ' | ' | $0.00 | ' | ' | ' | ' | ' | ' | ' |
Share-based payment award, options, grants in period, gross | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 3,600,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Additional Stock Purchase Program, Underwriters, Period in Force | '30 days | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Common stock, shares issued (in shares) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 66,463,541 | ' | 13,764,929 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 870,248 | ' | ' | ' | ' | ' | ' | ' | ' | 1 | 24,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Share Price (in dollars per share) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $20.25 | $20.25 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Business acquisition, equity interest issued, number of shares | ' | ' | ' | ' | ' | 464,317 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 498,884 | 498,884 | 239,362 | 239,362 | ' | ' | 2,029,261 | ' | ' | ' | ' | ' | ' | ' | ' | 11,264,929 | 11,264,929 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Business Acquisition, Equity Interest Issued or Issuable, Number of Shares, Canceled | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1,295 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Shares issued | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 2,027,966 | ' | 33,652 | 464,317 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Share-based payment award, options, grants in period, net of forfeitures | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 2,366,703 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Shares acquired (in shares) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 727,050 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 242,350 |
Cash dividend declared per common share (in dollars per share) | ' | $0 | $0.18 | $0.36 | $0.36 | ' | ' | ' | $0.18 | ' | $0.18 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Economic rights held by affiliated entity | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 0.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' |
LTIP Units earned (in shares) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 310,947 | ' | ' | ' | ' | ' | ' |
LTIP Units forfeited (in shares) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1,014,053 | ' | ' | ' | ' | ' | ' |
LTIP Units distributed to members (in shares) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 310,947 | ' | ' | ' | ' | ' | ' |
EquityBased_Compensation_Narra
Equity-Based Compensation - Narrative (Details) (USD $) | 3 Months Ended | 4 Months Ended | 9 Months Ended | 3 Months Ended | 9 Months Ended | 3 Months Ended | 9 Months Ended | 9 Months Ended | 0 Months Ended | 8 Months Ended | 0 Months Ended | 8 Months Ended | 9 Months Ended | 3 Months Ended | 9 Months Ended | 0 Months Ended | 0 Months Ended | 1 Months Ended | |||||||||||||||||||
Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 | Dec. 31, 2013 | Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 | Dec. 31, 2013 | Sep. 30, 2014 | Sep. 30, 2014 | Sep. 25, 2013 | Sep. 30, 2014 | Jun. 10, 2014 | Sep. 30, 2014 | Jun. 10, 2014 | Dec. 31, 2013 | Feb. 19, 2014 | Sep. 30, 2014 | Sep. 30, 2014 | Sep. 30, 2014 | Sep. 30, 2014 | Sep. 30, 2014 | Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2014 | Sep. 30, 2014 | Oct. 31, 2014 | |
Restricted Stock | Restricted Stock | Restricted Stock | Restricted Stock | Restricted Stock | Restricted Stock | Restricted Stock | Restricted Stock | Restricted Stock | Restricted Stock | RCAP Equity Plan | FA RSU Plan | FA RSU Plan | Common Class A | Common Class A | Common Class A | Common Class A | Common Class A | Common Class A | Common Class A | Common Class A | Restricted Stock Units (RSUs) | Restricted Stock Units (RSUs) | Maximum | Internal Commissions, Payroll and Benefits | Internal Commissions, Payroll and Benefits | Internal Commissions, Payroll and Benefits | Internal Commissions, Payroll and Benefits | Warrant | Warrant | Warrant | Subsequent Event | ||||||
RCAP Holdings, LLC | RCAP Holdings, LLC | RCAP Holdings, LLC | RCAP Holdings, LLC | RCAP Holdings, LLC | Restricted Stock | Restricted Stock Units (RSUs) | Restricted Stock Units (RSUs) | RCAP Equity Plan | Stock Purchase Program | Stock Purchase Program | Common Class A | FA RSU Plan | FA RSU Plan | FA RSU Plan | FA RSU Plan | Stock Purchase Program | Stock Purchase Program | Common Class A | FA RSU Plan | ||||||||||||||||||
RCAP Holdings, LLC | RCAP Holdings, LLC | Stock Purchase Program | Restricted Stock Units (RSUs) | ||||||||||||||||||||||||||||||||||
RCAP Holdings, LLC | |||||||||||||||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Number of shares available for grant (in shares) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 2,649,999 | ' | 4,000,000 | ' | ' | 250,000 | ' | ' | ' | ' | ' | ' | ' | ' |
Number of shares outstanding to determine awards (in shares) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 250,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Shares outstanding to determine awards | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 10.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Additional shares available for issuance | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 6,245,778 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Options, grants in period, net of forfeitures | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 175,179 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Grants in period, weighted average grant date fair value (in dollars per share) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $36.63 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Restricted shares, vested in period (in shares) | ' | ' | ' | 0 | ' | ' | ' | 52,772 | ' | ' | ' | ' | 143,805 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Share-based compensation, recognition | ' | ' | ' | ' | ' | ' | ' | $6,400,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Issuance of common stock, shares | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 439,356 | ' | 727,050 | 19,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Common stock, par value (in dollars per share) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $20 | ' | ' | $0.00 | $20.25 | $0.00 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Dividends | ' | ' | 900,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 15,728,000 | ' | ' | ' | ' | ' | 729,000 | 100,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Nonvested shares (in shares) | ' | ' | ' | ' | ' | 2,313,931 | ' | 2,313,931 | ' | 0 | 368,625 | ' | 368,625 | ' | 0 | ' | 279,404 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Share-based compensation | 4,864,000 | 0 | ' | 13,862,000 | 0 | 218,000 | 0 | 2,745,000 | 0 | ' | 4,646,000 | 0 | 11,117,000 | 0 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 800,000 | 40,000 | 2,200,000 | 40,000 | ' | ' | ' | 2,800,000 |
Shares acquired (in shares) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 727,050 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 242,350 | ' |
Share price acquired (in dollars per share) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $22.52 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Warrant exercise price (in dollars per share) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $22.52 | ' | ' |
Exercise price assumption (in dollars per share) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $9.83 | ' | ' |
Volatility rate | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 30.00% | ' | ' | ' |
Risk free rate | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 2.23% | ' | ' | ' |
Dividend yield | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $0 | ' | ' | ' |
Equitybased_Compensation_Restr
Equity-based Compensation - Restricted Share Activity (Details) (USD $) | 9 Months Ended | 12 Months Ended |
In Thousands, except Share data, unless otherwise specified | Sep. 30, 2014 | Dec. 31, 2013 |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward] | ' | ' |
Restricted shares, vested in period | 0 | ' |
Restricted Stock | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward] | ' | ' |
Beginning balance, restricted shares, nonvested, number | 0 | ' |
Restricted shares, grants in period | 2,368,203 | ' |
Restricted shares, vested in period | 52,772 | ' |
Restricted shares, forfeited in period | 1,500 | ' |
Ending balance, restricted shares, nonvested, number | 2,313,931 | 0 |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instrument Other than Options, Nonvested, Weighted-Average Issue Price [Roll Forward] | ' | ' |
Beginning balance, restricted shares, nonvested, weighted-average issue price | $0 | ' |
Restricted shares, grants in period, weighted-average issue price | $33.39 | ' |
Restricted shares, vested in period, weighted-average issue price | $25.63 | ' |
Restricted shares, forfeited in period, weighted-average issue price | $32.33 | ' |
Ending balance, restricted shares, nonvested, weighted-average issue price | $33.57 | $0 |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Aggregate Intrinsic Value [Abstract] | ' | ' |
Beginning balance, restricted shares, aggregate intrinsic value, nonvested | $0 | ' |
Restricted shares, aggregate intrinsic value, granted | 79,074 | ' |
Restricted shares, aggregate intrinsic value, vested | 1,353 | ' |
Restricted shares, aggregate intrinsic value, forfeited | 48 | ' |
Ending balance, restricted shares, aggregate intrinsic value, nonvested | $77,673 | $0 |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Additional Disclosures [Abstract] | ' | ' |
Beginning balance, restricted shares, nonvested, weighted average vesting period | '3 years 10 months 21 days | '0 years |
Restricted shares, grants in period, weighted average vesting period | '3 years 9 months 26 days | ' |
Restricted shares, forfeits in period, weighted average vesting period | '4 years | ' |
Ending balance, restricted shares, nonvested, weighted average vesting period | '3 years 10 months 21 days | '0 years |
Equitybased_Compensation_Restr1
Equity-based Compensation - Restricted Share Grant Compensation Expense (Details) (USD $) | 3 Months Ended | 9 Months Ended | ||
In Thousands, unless otherwise specified | Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 |
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ' | ' | ' | ' |
Share-based compensation | $4,864 | $0 | $13,862 | $0 |
Restricted Stock | ' | ' | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ' | ' | ' | ' |
Share-based compensation | 218 | 0 | 2,745 | 0 |
RCAP Holdings, LLC | Restricted Stock | ' | ' | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ' | ' | ' | ' |
Share-based compensation | $4,646 | $0 | $11,117 | $0 |
Equitybased_Compensation_Restr2
Equity-based Compensation - Restricted Shares Activity Granted to RCAP (Details) (USD $) | 9 Months Ended | 12 Months Ended |
In Thousands, except Share data, unless otherwise specified | Sep. 30, 2014 | Dec. 31, 2013 |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward] | ' | ' |
Restricted shares, vested in period | 0 | ' |
Restricted Stock | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward] | ' | ' |
Beginning balance, restricted shares, nonvested, number | 0 | ' |
Restricted shares, grants in period | 2,368,203 | ' |
Restricted shares, vested in period | 52,772 | ' |
Restricted shares, forfeited in period | 1,500 | ' |
Ending balance, restricted shares, nonvested, number | 2,313,931 | 0 |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instrument Other than Options, Nonvested, Weighted-Average Issue Price [Roll Forward] | ' | ' |
Beginning balance, restricted shares, nonvested, weighted-average issue price | $0 | ' |
Restricted shares, grants in period, weighted-average issue price | $33.39 | ' |
Restricted shares, vested in period, weighted-average issue price | $25.63 | ' |
Restricted shares, forfeited in period, weighted-average issue price | $32.33 | ' |
Ending balance, restricted shares, nonvested, weighted-average issue price | $33.57 | $0 |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Aggregate Intrinsic Value [Abstract] | ' | ' |
Beginning balance, restricted shares, aggregate intrinsic value, nonvested | $0 | ' |
Restricted shares, aggregate intrinsic value, granted | 79,074 | ' |
Restricted shares, aggregate intrinsic value, vested | 1,353 | ' |
Restricted shares, aggregate intrinsic value, forfeited | 48 | ' |
Ending balance, restricted shares, aggregate intrinsic value, nonvested | 77,673 | 0 |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Additional Disclosures [Abstract] | ' | ' |
Beginning balance, restricted shares, nonvested, weighted average vesting period | '3 years 10 months 21 days | '0 years |
Restricted shares, grants in period, weighted average vesting period | '3 years 9 months 26 days | ' |
Restricted shares, forfeits in period, weighted average vesting period | '4 years | ' |
Ending balance, restricted shares, nonvested, weighted average vesting period | '3 years 10 months 21 days | '0 years |
RCAP Holdings, LLC | Restricted Stock | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward] | ' | ' |
Beginning balance, restricted shares, nonvested, number | 0 | ' |
Restricted shares, grants in period | 512,430 | ' |
Restricted shares, vested in period | 143,805 | ' |
Restricted shares, forfeited in period | 0 | ' |
Ending balance, restricted shares, nonvested, number | 368,625 | 0 |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instrument Other than Options, Nonvested, Weighted-Average Issue Price [Roll Forward] | ' | ' |
Beginning balance, restricted shares, nonvested, weighted-average issue price | $0 | ' |
Restricted shares, grants in period, weighted-average issue price | $12.56 | ' |
Restricted shares, vested in period, weighted-average issue price | $13.83 | ' |
Restricted shares, forfeited in period, weighted-average issue price | $0 | ' |
Ending balance, restricted shares, nonvested, weighted-average issue price | $12.06 | $0 |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Aggregate Intrinsic Value [Abstract] | ' | ' |
Beginning balance, restricted shares, aggregate intrinsic value, nonvested | 0 | ' |
Restricted shares, aggregate intrinsic value, granted | 6,436 | ' |
Restricted shares, aggregate intrinsic value, vested | 1,989 | ' |
Restricted shares, aggregate intrinsic value, forfeited | 0 | ' |
Ending balance, restricted shares, aggregate intrinsic value, nonvested | $4,447 | $0 |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Additional Disclosures [Abstract] | ' | ' |
Beginning balance, restricted shares, nonvested, weighted average vesting period | '4 years 5 months 16 days | '0 years |
Restricted shares, grants in period, weighted average vesting period | '4 years 0 months 18 days | ' |
Restricted shares, forfeits in period, weighted average vesting period | '0 years | ' |
Ending balance, restricted shares, nonvested, weighted average vesting period | '4 years 5 months 16 days | '0 years |
Income_Taxes_Details
Income Taxes (Details) (USD $) | 9 Months Ended | |
In Thousands, unless otherwise specified | Sep. 30, 2014 | Dec. 31, 2013 |
Income Tax Disclosure [Abstract] | ' | ' |
Net deferred tax liability | $315,482 | $23,567 |
Effective income tax rate reconciliation, percent | 18.40% | ' |
Federal statutory income tax rate, percent | 35.00% | ' |
Earnings_Per_Share_Narrative_D
Earnings Per Share - Narrative (Details) (Common Class A) | 0 Months Ended | |||
Sep. 30, 2014 | Jun. 10, 2014 | Jun. 10, 2013 | Jun. 30, 2014 | |
IPO | First Allied acquisition | |||
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | ' | ' | ' | ' |
Issuance of common stock, shares | 727,050 | 19,000,000 | 2,500,000 | 11,264,929 |
Earnings_Per_Share_Basic_and_D
Earnings Per Share - Basic and Diluted Calculation (Details) (USD $) | 3 Months Ended | 9 Months Ended | ||||
Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 | |||
Earnings Per Share, Basic [Abstract] | ' | ' | ' | ' | ||
Net income (loss) attributable to common stock | ($36,994,000) | $559,000 | ($183,570,000) | $761,000 | ||
Weighted average number of shares outstanding, basic and diluted (in shares) | ' | 3,234,669 | ' | 3,100,570 | ||
Earnings per share, basic and diluted (in dollars per shares) | ($0.59) | $0.17 | ($4.15) | $0.25 | ||
Weighted average number of shares outstanding, basic (in shares) | 62,906,270 | 3,234,669 | 44,388,158 | 3,098,138 | ||
Dividends declared | 4,700,000 | ' | 8,000,000 | ' | ||
Deemed dividend | ' | ' | 194,800,000 | ' | ||
Earnings Per Share, Basic and Diluted [Abstract] | ' | ' | ' | ' | ||
Net income attributable to Class A common stockholders Income (Numerator) | ' | 558,000 | ' | 761,000 | ||
Weighted average number of shares outstanding, basic and diluted (in shares) | ' | 3,234,669 | ' | 3,100,570 | ||
Earnings per share, basic and diluted (in dollars per shares) | ($0.59) | $0.17 | ($4.15) | $0.25 | ||
Restricted Stock Units (RSUs) | ' | ' | ' | ' | ||
Earnings Per Share, Basic [Abstract] | ' | ' | ' | ' | ||
Dividend equivalents on restricted stock | ' | ' | -729,000 | ' | ||
Weighted average number of shares outstanding, basic (in shares) | ' | ' | 0 | ' | ||
Basic earnings per share (in dollars per share) | ' | ' | ($0.01) | ' | ||
Common Class A | ' | ' | ' | ' | ||
Earnings Per Share, Basic [Abstract] | ' | ' | ' | ' | ||
Net income (loss) attributable to common stock | -36,994,000 | [1] | 559,000 | -183,570,000 | [2] | 761,000 |
Weighted average number of shares outstanding, basic and diluted (in shares) | 62,906,270 | [1] | 3,234,669 | 44,388,158 | [2] | 3,098,138 |
Earnings per share, basic and diluted (in dollars per shares) | ($0.59) | [1] | $0.17 | ($4.14) | [2] | $0.25 |
Weighted average number of shares outstanding, basic (in shares) | ' | ' | 44,388,158 | ' | ||
Net income (loss) available to common stockholders, basic | ' | ' | -184,299,000 | ' | ||
Basic earnings per share (in dollars per share) | ' | ' | ($4.15) | ' | ||
Earnings Per Share, Basic and Diluted [Abstract] | ' | ' | ' | ' | ||
Weighted average number of shares outstanding, basic and diluted (in shares) | 62,906,270 | [1] | 3,234,669 | 44,388,158 | [2] | 3,098,138 |
Earnings per share, basic and diluted (in dollars per shares) | ($0.59) | [1] | $0.17 | ($4.14) | [2] | $0.25 |
FA RSU Plan | Restricted Stock Units (RSUs) | ' | ' | ' | ' | ||
Earnings Per Share, Basic [Abstract] | ' | ' | ' | ' | ||
Dividend equivalents on restricted stock | ' | -1,000 | ' | 0 | ||
Earnings Per Share, Basic and Diluted [Abstract] | ' | ' | ' | ' | ||
Restricted units produced in hypothetical buy back of FA RSUs (Denominator) | ' | 0 | ' | 2,432 | ||
Restricted units produced in hypothetical buy back of FA RSUs | ' | $0 | ' | $0 | ||
[1] | Included in net loss attributable to common stock are cash dividends of $4.7 million declared to convertible preferred shareholders. | |||||
[2] | Included in net loss attributable to common stock are a deemed dividend of $194.8 million and cash dividends of $8.0 million declared to convertible preferred shareholders. The deemed dividend represents the difference between redemption value of the convertible preferred stock (based on the if-converted price) and the amount of the proceeds that were allocated to the convertible preferred stock excluding the embedded derivative. The convertible preferred stock can be settled in cash in certain situations; therefore, the Company was required to accrete up to the redemption value. This accretion was recognized in its entirety resulting in a reduction in the income attributable to the common stockholders. |
OffBalance_Sheet_Risk_and_Conc1
Off-Balance Sheet Risk and Concentrations (Details) | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2014 | Sep. 30, 2014 | Dec. 31, 2013 | |
investor | program | program | |
program | |||
Risks and Uncertainties [Abstract] | ' | ' | ' |
Percentage of reimbursable and investment fees concentrated in affiliated investment programs | 45.00% | 45.00% | 63.00% |
Number of affiliate investment programs | 5 | 3 | 3 |
Number of direct investment programs | ' | ' | 1 |
Percentage of receivables from affiliated direct investment programs | 93.00% | 93.00% | 93.00% |
Commitment_and_Contingencies_N
Commitment and Contingencies - Narrative (Details) (USD $) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 | |
case | case | |||
line | line | |||
Line of Credit Facility [Line Items] | ' | ' | ' | ' |
Rental expense | $2,900,000 | $200,000 | $5,800,000 | $400,000 |
Number of business lines | 3 | ' | 3 | ' |
Accrued litigation | 9,300,000 | ' | 9,300,000 | ' |
Number of litigation cases | 2 | ' | 2 | ' |
Maximum possible loss | 100,000 | ' | 100,000 | ' |
First Line of Credit | ' | ' | ' | ' |
Line of Credit Facility [Line Items] | ' | ' | ' | ' |
Long-term line of credit | 25,000,000 | ' | 25,000,000 | ' |
Second Line of Credit | ' | ' | ' | ' |
Line of Credit Facility [Line Items] | ' | ' | ' | ' |
Long-term line of credit | 50,000,000 | ' | 50,000,000 | ' |
ICH acquisition | ' | ' | ' | ' |
Line of Credit Facility [Line Items] | ' | ' | ' | ' |
Long-term line of credit | 1,000,000 | ' | 1,000,000 | ' |
Level 3 | Prepaid expenses and other assets - oil and gas interests | Fair Value, Measurements, Recurring | ' | ' | ' | ' |
Line of Credit Facility [Line Items] | ' | ' | ' | ' |
Unfunded Commitments | $9,000 | ' | $9,000 | ' |
Commitments_and_Contingencies_1
Commitments and Contingencies - Leases (Details) (USD $) | Sep. 30, 2014 |
In Thousands, unless otherwise specified | |
Commitments and Contingencies Disclosure [Abstract] | ' |
2015 | $10,630 |
2016 | 9,815 |
2017 | 9,145 |
2018 | 8,060 |
2019 | 6,320 |
Thereafter | 24,953 |
Total | $68,923 |
Commitments_and_Contingencies_2
Commitments and Contingencies - Service Contract (Details) (USD $) | Sep. 30, 2014 |
In Thousands, unless otherwise specified | |
Commitments and Contingencies Disclosure [Abstract] | ' |
2015 | $5,675 |
2016 | 5,268 |
2017 | 3,741 |
2018 | 2,400 |
2019 | 2,400 |
Thereafter | 1,800 |
Total | $21,284 |
Net_Capital_Requirements_Narra
Net Capital Requirements - Narrative (Details) (USD $) | Sep. 30, 2014 |
Compliance with Regulatory Capital Requirements under Banking Regulations [Line Items] | ' |
Minimum net capital as a percent of aggregate indebtedness | 2.00% |
Minimum ratio of aggregate indebtedness to net capital | 15 |
Required net capital | $250,000 |
Event One | ' |
Compliance with Regulatory Capital Requirements under Banking Regulations [Line Items] | ' |
Minimum net capital as a percent of aggregate indebtedness | 0.07% |
Net_Capital_Requirements_Detai
Net Capital Requirements (Details) (USD $) | Sep. 30, 2014 | Dec. 31, 2013 | ||
Computation of Net Capital Requirement, Aggregate Indebtedness Standard [Abstract] | ' | ' | ||
Required net capital | $250,000 | ' | ||
Realty Capital Securities: | ' | ' | ||
Computation of Net Capital Requirement, Aggregate Indebtedness Standard [Abstract] | ' | ' | ||
Net capital | 16,167,000 | 25,627,000 | ||
Required net capital | 1,802,000 | 1,294,000 | ||
Net capital in excess of required net capital | 14,365,000 | 24,333,000 | ||
Ratio of indebtedness to net capital | 1.67 | 0.76 | ||
First Allied Securities, Inc. | ' | ' | ||
Computation of Net Capital Requirement, Aggregate Indebtedness Standard [Abstract] | ' | ' | ||
Net capital | 5,742,000 | 4,777,000 | ||
Computation of Net Capital Requirement, Alternative Standard [Abstract] | ' | ' | ||
Required net capital | 250,000 | 250,000 | ||
Alternative Excess Net Capital | 5,492,000 | [1] | 4,527,000 | [1] |
Legend Equities Corporation: | ' | ' | ||
Computation of Net Capital Requirement, Aggregate Indebtedness Standard [Abstract] | ' | ' | ||
Net capital | 3,133,000 | 2,684,000 | ||
Required net capital | 211,000 | 224,000 | ||
Net capital in excess of required net capital | 2,922,000 | 2,460,000 | ||
Ratio of indebtedness to net capital | 1.01 | 1.25 | ||
Cetera Advisor Networks LLC | ' | ' | ||
Computation of Net Capital Requirement, Aggregate Indebtedness Standard [Abstract] | ' | ' | ||
Net capital | 11,609,000 | [2] | ' | |
Computation of Net Capital Requirement, Alternative Standard [Abstract] | ' | ' | ||
Required net capital | 250,000 | [2] | ' | |
Alternative Excess Net Capital | 11,359,000 | [1],[2] | ' | |
Cetera Advisors LLC | ' | ' | ||
Computation of Net Capital Requirement, Aggregate Indebtedness Standard [Abstract] | ' | ' | ||
Net capital | 8,140,000 | [2] | ' | |
Computation of Net Capital Requirement, Alternative Standard [Abstract] | ' | ' | ||
Required net capital | 250,000 | [2] | ' | |
Alternative Excess Net Capital | 7,890,000 | [1],[2] | ' | |
Cetera Financial Specialists LLC | ' | ' | ||
Computation of Net Capital Requirement, Aggregate Indebtedness Standard [Abstract] | ' | ' | ||
Net capital | 4,113,000 | [2] | ' | |
Computation of Net Capital Requirement, Alternative Standard [Abstract] | ' | ' | ||
Required net capital | 250,000 | [2] | ' | |
Alternative Excess Net Capital | 3,863,000 | [1],[2] | ' | |
Cetera Investment Services LLC | ' | ' | ||
Computation of Net Capital Requirement, Aggregate Indebtedness Standard [Abstract] | ' | ' | ||
Net capital | 15,981,000 | [2] | ' | |
Required net capital | 250,000 | [2] | ' | |
Net capital in excess of required net capital | 15,731,000 | [2] | ' | |
Net capital as a percentage of aggregate debit items | 150.00% | [2] | ' | |
Hatteras Capital Distributors, LLC | ' | ' | ||
Computation of Net Capital Requirement, Aggregate Indebtedness Standard [Abstract] | ' | ' | ||
Net capital | 1,051,000 | [2] | ' | |
Required net capital | 5,000 | [2] | ' | |
Net capital in excess of required net capital | 1,046,000 | [2] | ' | |
Ratio of indebtedness to net capital | 0.05 | ' | ||
JP Turner & Company, LLC | ' | ' | ||
Computation of Net Capital Requirement, Aggregate Indebtedness Standard [Abstract] | ' | ' | ||
Net capital | 3,837,000 | [2] | ' | |
Required net capital | 573,000 | [2] | ' | |
Net capital in excess of required net capital | 3,264,000 | [2] | ' | |
Ratio of indebtedness to net capital | 2.24 | ' | ||
Summit Brokerage Services, Inc. | ' | ' | ||
Computation of Net Capital Requirement, Aggregate Indebtedness Standard [Abstract] | ' | ' | ||
Net capital | 5,790,000 | [2] | ' | |
Required net capital | 346,000 | [2] | ' | |
Net capital in excess of required net capital | 5,444,000 | [2] | ' | |
Ratio of indebtedness to net capital | 0.9 | ' | ||
Investors Capital Corporation | ' | ' | ||
Computation of Net Capital Requirement, Aggregate Indebtedness Standard [Abstract] | ' | ' | ||
Net capital | 2,046,000 | [2] | ' | |
Required net capital | 250,000 | [2] | ' | |
Net capital in excess of required net capital | 1,796,000 | [1],[2] | ' | |
Advisor Direct, Inc | ' | ' | ||
Computation of Net Capital Requirement, Aggregate Indebtedness Standard [Abstract] | ' | ' | ||
Net capital | 16,000 | [2] | ' | |
Required net capital | 5,000 | [2] | ' | |
Net capital in excess of required net capital | 11,000 | [2] | ' | |
Ratio of indebtedness to net capital | 4.02 | ' | ||
SC Distributors LLC | ' | ' | ||
Computation of Net Capital Requirement, Aggregate Indebtedness Standard [Abstract] | ' | ' | ||
Net capital | 1,736,000 | [2] | ' | |
Required net capital | 250,000 | [2] | ' | |
Net capital in excess of required net capital | $1,486,000 | [2] | ' | |
Ratio of indebtedness to net capital | 1.18 | ' | ||
[1] | The entity was determined to be in compliance as of the date stated as its net capital was in excess of the minimum $250,000. | |||
[2] | The entity was not under the control of, or under common control with, the Company as of DecemberB 31, 2013. |
Related_Party_Transactions_Det
Related Party Transactions (Details) (USD $) | 3 Months Ended | 9 Months Ended | 3 Months Ended | 9 Months Ended | 3 Months Ended | 9 Months Ended | 3 Months Ended | 9 Months Ended | 3 Months Ended | 9 Months Ended | 9 Months Ended | 0 Months Ended | 9 Months Ended | 0 Months Ended | 0 Months Ended | 9 Months Ended | 8 Months Ended | 0 Months Ended | ||||||||||||||||||||||||||||||||
Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 | Apr. 29, 2014 | Feb. 11, 2014 | Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 | Dec. 31, 2013 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2014 | Dec. 31, 2013 | Sep. 30, 2014 | Dec. 31, 2013 | Sep. 30, 2014 | Apr. 29, 2014 | Apr. 29, 2014 | Sep. 30, 2014 | Dec. 31, 2013 | Sep. 30, 2014 | Sep. 30, 2014 | Sep. 30, 2014 | Sep. 30, 2014 | Jun. 10, 2014 | Apr. 28, 2014 | Feb. 11, 2014 | Feb. 10, 2014 | Feb. 11, 2014 | Feb. 11, 2014 | Dec. 31, 2013 | Feb. 11, 2014 | Feb. 11, 2014 | Apr. 29, 2014 | Sep. 30, 2014 | Sep. 30, 2014 | Jun. 18, 2014 | Jun. 10, 2014 | Apr. 29, 2014 | Sep. 30, 2014 | Sep. 30, 2014 | Jun. 10, 2014 | |
Crestline Hotels and Resorts, LLC | Crestline Hotels and Resorts, LLC | Crestline Hotels and Resorts, LLC | Crestline Hotels and Resorts, LLC | American Realty Capital | American Realty Capital | American Realty Capital | American Realty Capital | American Realty Capital | Parent | Parent | Parent | ARC Advisory Services, LLC | ARC Advisory Services, LLC | ARC Advisory Services, LLC | RCAP Holdings, LLC | RCAP Holdings, LLC | American National Stock Transfer | Luxor Capital Group, LP | Luxor Capital Group, LP | Affiliated Entity | Affiliated Entity | OPP Award | Incentive Fee Benchmark One | Incentive Fee Benchmark Two | Common Class A | Common Class A | LTIP Units | RCS Holdings, LLC | RCS Holdings, LLC | RCAP Holdings, LLC | RCAP Holdings, LLC | RCAP Holdings, LLC | RCAP Holdings, LLC | RCAP Holdings, LLC | Luxor Capital Group, LP | Economic rights | Subsidiary of common parent | Private Placement | Private Placement | Convertible Debt | Common Stock | Common Stock | Common Stock | |||||||
Manager | Manager | program | program | Common Class A | Common Class A | Common Class B | Class B Operating Subsidiary Units | RCAP Holdings, LLC | program | Common Class A | Common Class A | Luxor Capital Group, LP | Common Class A | Common Class B | Private Placement | |||||||||||||||||||||||||||||||||||
Common Class A | Common Class A | |||||||||||||||||||||||||||||||||||||||||||||||||
Related Party Transaction [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Revenue from related parties | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $223,200,000 | $175,800,000 | $694,700,000 | $561,300,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Related product receivables | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 40,200,000 | ' | 40,200,000 | ' | 49,400,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Allocated operating expenses | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1,000,000 | ' | 2,500,000 | 1,600,000 | 4,300,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Allocated operating expenses payable | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 500,000 | 500,000 | 300,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Allocation to operating subsidiaries | ' | ' | 100.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Expenses allocated to the operating subsidiaries from the company | 3,200,000 | 0 | 10,000,000 | 0 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Due from related parties, current | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 0 | 0 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Noncontrolling interest, ownership percentage by noncontrolling owners | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 19.46% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 2.06% | ' | ' | 19.46% | 45.52% | ' | ' | ' | ' | ' | ' | ' |
Rent expense | ' | ' | ' | ' | ' | ' | 30,000 | 0 | 100,000 | 0 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Calculated incentive fee percentage, of the difference in product and core earnings | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 20.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Percentage fee for incentive calculation | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 8.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Quarterly fee (related party) | 0 | 1,335,000 | 2,029,000 | 2,014,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Incentive fee | 0 | 100,000 | 0 | 0 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Maximum award opportunity, percentage of equity market capitalization | 5.00% | ' | 5.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Units contributed to subsidiary (in units) | ' | ' | ' | ' | ' | 1,325,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
LTIP Units earned (in shares) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 310,947 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
LTIP Units forfeited (in shares) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1,014,053 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Outperformance bonus | 0 | 357,000 | 9,709,000 | 462,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Shares held by a related party | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 24,051,499 | ' | 1 | 1 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Class A shares received under the Exchange Agreement | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 23,999,999 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Operating subsidiary units exchanged under the exchange agreement | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 23,999,999 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Annual vesting percentage | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 33.30% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Authorized classes of equity | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 3 | 3 | ' | ' | ' | ' | ' | ' | ' | 2 | ' | ' | ' | ' | ' | ' |
LTIP vested period conversion threshold | ' | ' | '30 days | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Transfer agency services agreement term | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | '10 years | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Tax liability share agreement percent | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 85.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Money Market Funds, at Carrying Value | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 18,000,000 | 14,400,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Convertible notes, face value | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 120,000,000 | ' | ' | ' |
Convertible notes coupon rate | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 5.00% | ' | ' | ' |
Conversion price (in dollars per share) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $666.67 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Net proceeds from the issuance of convertible notes (including embedded derivative) | ' | ' | 83,551,000 | 0 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 80,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Convertible Preferred Stock, face value | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 270,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Convertible preferred stock coupon rate | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 7.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Convertible preferred stock, percentage of liquidation preference per share | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 88.89% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Net proceeds from issuance of convertible preferred stock (including embedded derivative) | ' | ' | $197,504,000 | $0 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $240,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Interest rate | ' | ' | ' | ' | 15.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 15.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Issuance of common stock, shares | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 727,050 | 19,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 23,999,999 | -23,999,999 | 2,469,136 |
Common stock, par value (in dollars per share) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $20.25 | $20.25 | ' | ' | ' | ' |
Employee_Benefits_Details
Employee Benefits (Details) (Other Postretirement Benefit Plan, USD $) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 | |
Internal Commissions, Payroll and Benefits | 401K and Health and Welfare Benefit Plan for Employees | ' | ' | ' | ' |
Defined Contribution Plan Disclosure [Line Items] | ' | ' | ' | ' |
Internal commissions and payroll benefits | $4,400,000 | $1,600,000 | $8,200,000 | $2,400,000 |
Internal Commissions, Payroll and Benefits | Deferred Compensation Plans for Financial Advisors | ' | ' | ' | ' |
Defined Contribution Plan Disclosure [Line Items] | ' | ' | ' | ' |
Deferred compensation costs | -1,700,000 | ' | 1,000,000 | ' |
Internal Commissions, Payroll and Benefits | Rabbi Trust Agreement | ' | ' | ' | ' |
Defined Contribution Plan Disclosure [Line Items] | ' | ' | ' | ' |
Deferred compensation costs | ' | 0 | 200,000 | 0 |
Other Revenue | Deferred Compensation Plans for Financial Advisors | ' | ' | ' | ' |
Defined Contribution Plan Disclosure [Line Items] | ' | ' | ' | ' |
Gain on hedge | ' | ($1,700,000) | ' | $1,000,000 |
Segment_Reporting_Details
Segment Reporting (Details) (USD $) | 3 Months Ended | 9 Months Ended | |||||||||
In Thousands, unless otherwise specified | Sep. 30, 2014 | Jun. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 | Dec. 31, 2013 | |||||
segment | |||||||||||
Segment Reporting Information [Line Items] | ' | ' | ' | ' | ' | ' | |||||
Number of operating segments | ' | 6 | ' | ' | ' | ' | |||||
Revenues | $678,578 | ' | $229,527 | $1,596,965 | $678,174 | ' | |||||
Expenses | 718,217 | ' | 217,891 | 1,562,240 | 613,187 | ' | |||||
Income (loss) before taxes | -39,639 | ' | 11,636 | 34,725 | 64,987 | ' | |||||
Assets | 2,507,950 | ' | ' | 2,507,950 | ' | 336,525 | |||||
Independent retail advice | ' | ' | ' | ' | ' | ' | |||||
Segment Reporting Information [Line Items] | ' | ' | ' | ' | ' | ' | |||||
Revenues | 495,972 | [1] | ' | 5,744 | [1] | 912,884 | [1] | 5,744 | [1] | ' | |
Expenses | 495,558 | [1] | ' | 5,747 | [1] | 918,529 | [1] | 5,747 | [1] | ' | |
Income (loss) before taxes | 414 | [1] | ' | -3 | [1] | -5,645 | [1] | -3 | [1] | ' | |
Wholesale distribution: | ' | ' | ' | ' | ' | ' | |||||
Segment Reporting Information [Line Items] | ' | ' | ' | ' | ' | ' | |||||
Revenues | 200,740 | ' | 208,890 | 590,436 | 641,525 | ' | |||||
Expenses | 205,482 | ' | 203,961 | 594,219 | 589,808 | ' | |||||
Income (loss) before taxes | -4,742 | ' | 4,929 | -3,783 | 51,717 | ' | |||||
Investment banking, capital markets and transaction management services: | ' | ' | ' | ' | ' | ' | |||||
Segment Reporting Information [Line Items] | ' | ' | ' | ' | ' | ' | |||||
Revenues | 28,260 | ' | 15,305 | 115,904 | 31,317 | ' | |||||
Expenses | 13,505 | ' | 8,595 | 52,590 | 17,827 | ' | |||||
Income (loss) before taxes | 14,755 | ' | 6,710 | 63,314 | 13,490 | ' | |||||
Investment management: | ' | ' | ' | ' | ' | ' | |||||
Segment Reporting Information [Line Items] | ' | ' | ' | ' | ' | ' | |||||
Revenues | 16,972 | ' | 0 | 16,972 | 0 | ' | |||||
Expenses | 14,689 | ' | 0 | 14,689 | 0 | ' | |||||
Income (loss) before taxes | 2,283 | ' | 0 | 2,283 | 0 | ' | |||||
Investment research: | ' | ' | ' | ' | ' | ' | |||||
Segment Reporting Information [Line Items] | ' | ' | ' | ' | ' | ' | |||||
Revenues | 784 | ' | 0 | 1,475 | 0 | ' | |||||
Expenses | 3,255 | ' | 0 | 7,556 | 0 | ' | |||||
Income (loss) before taxes | -2,471 | ' | 0 | -6,081 | 0 | ' | |||||
Corporate and other: | ' | ' | ' | ' | ' | ' | |||||
Segment Reporting Information [Line Items] | ' | ' | ' | ' | ' | ' | |||||
Revenues | -27,810 | ' | 0 | 30,660 | 0 | ' | |||||
Expenses | 22,068 | ' | 0 | 46,023 | 217 | ' | |||||
Income (loss) before taxes | -49,878 | ' | 0 | -15,363 | -217 | ' | |||||
Total revenues for reportable segments | ' | ' | ' | ' | ' | ' | |||||
Segment Reporting Information [Line Items] | ' | ' | ' | ' | ' | ' | |||||
Revenues | 714,918 | ' | 229,939 | 1,668,331 | 678,586 | ' | |||||
Income (loss) before taxes | -39,639 | ' | 11,636 | 34,725 | 64,987 | ' | |||||
Assets | 2,512,088 | ' | ' | 2,512,088 | ' | 336,624 | |||||
Total revenues for reportable segments | Independent retail advice | ' | ' | ' | ' | ' | ' | |||||
Segment Reporting Information [Line Items] | ' | ' | ' | ' | ' | ' | |||||
Assets | 2,009,877 | ' | ' | 2,009,877 | ' | 225,623 | |||||
Total revenues for reportable segments | Wholesale distribution: | ' | ' | ' | ' | ' | ' | |||||
Segment Reporting Information [Line Items] | ' | ' | ' | ' | ' | ' | |||||
Assets | 209,704 | ' | ' | 209,704 | ' | 32,058 | |||||
Total revenues for reportable segments | Investment banking, capital markets and transaction management services: | ' | ' | ' | ' | ' | ' | |||||
Segment Reporting Information [Line Items] | ' | ' | ' | ' | ' | ' | |||||
Assets | 45,722 | ' | ' | 45,722 | ' | 75,358 | |||||
Total revenues for reportable segments | Investment management: | ' | ' | ' | ' | ' | ' | |||||
Segment Reporting Information [Line Items] | ' | ' | ' | ' | ' | ' | |||||
Assets | 76,465 | ' | ' | 76,465 | ' | 0 | |||||
Total revenues for reportable segments | Investment research: | ' | ' | ' | ' | ' | ' | |||||
Segment Reporting Information [Line Items] | ' | ' | ' | ' | ' | ' | |||||
Assets | 10,761 | ' | ' | 10,761 | ' | 0 | |||||
Total revenues for reportable segments | Corporate and other: | ' | ' | ' | ' | ' | ' | |||||
Segment Reporting Information [Line Items] | ' | ' | ' | ' | ' | ' | |||||
Assets | 159,559 | [2] | ' | ' | 159,559 | [2] | ' | 3,585 | [2] | ||
Intercompany revenues | ' | ' | ' | ' | ' | ' | |||||
Segment Reporting Information [Line Items] | ' | ' | ' | ' | ' | ' | |||||
Revenues | 36,340 | ' | 412 | 71,366 | 412 | ' | |||||
Less: intercompany eliminations | ' | ' | ' | ' | ' | ' | |||||
Segment Reporting Information [Line Items] | ' | ' | ' | ' | ' | ' | |||||
Income (loss) before taxes | 0 | ' | 0 | 0 | 0 | ' | |||||
Other assets and intercompany investments and receivables | $4,138 | ' | ' | $4,138 | ' | $99 | |||||
[1] | Includes First Alliedbs operating results from SeptemberB 25, 2013, the date First Allied was acquired by RCAP Holdings. | ||||||||||
[2] | Excludes amounts related to investment in subsidiaries. |