Recent and Pending Acquisitions | 12 Months Ended |
Dec. 31, 2014 |
Business Combinations [Abstract] | |
Recent and Pending Acquisitions | Recent and Pending Acquisitions |
During the year ended December 31, 2014, the Company completed the acquisitions of Cetera, Summit, J.P. Turner, Hatteras, First Allied, ICH, StratCap, Trupoly and Docupace. 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 December 31, 2014, the acquisitions of VSR and Girard were pending. |
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 7% Series A Convertible Preferred Stock, $0.001 par value per share (“Series A Preferred Stock”), 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 | 37,096 | | | | | |
| | | |
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 | 170,227 | | | | | |
| | | |
Goodwill | 290,262 | | | | | |
| | | |
Intangible assets | 944,542 | | | | | |
| | | |
Deferred tax liability | (272,289 | ) | | | | |
Total consideration | $ | 1,132,742 | | | | | |
| | | |
The assignment of the total consideration for the Cetera acquisition remains preliminary and is subject to the finalization of goodwill, other assets, other liabilities and deferred tax liabilities. |
As of December 31, 2014, approximately $8.3 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 December 31, 2014, which reflects $829.1 million in revenues and a $10.5 million loss before taxes. |
The Company’s supplemental pro forma results of operations for Cetera for the year ended December 31, 2014 and 2013 are as follows (in millions): |
|
| | | | | | | |
| Unaudited |
| Year Ended December 31, |
| 2014 | | 2013 |
Total revenues | $ | 1,214.10 | | | $ | 1,123.90 | |
|
Loss before taxes | (36.9 | ) | | (73.3 | ) |
The supplemental pro forma results of operations include adjustments which reflect a full year of amortization of intangible assets in connection with the closing of the acquisition of Cetera on April 29, 2014. In addition, the Company recorded pro forma adjustments to eliminate intercompany revenues and expenses. For the year ended December 31, 2014, the Company adjusted the pro forma results to exclude acquisition-related expenses of $25.0 million and the year ended December 31, 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 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 | 2,366 | | | | | |
| | | |
Accounts payable | (9,973 | ) | | | | |
Accrued expenses | (3,100 | ) | | | | |
Total fair value excluding goodwill and intangible assets | 8,778 | | | | | |
| | | |
Goodwill | 23,891 | | | | | |
| | | |
Intangible assets | 31,240 | | | | | |
| | | |
Deferred tax liability | (6,751 | ) | | | | |
Total consideration | $ | 57,158 | | | | | |
| | | |
As of December 31, 2014, approximately $0.3 million of the goodwill from Summit’s historic pre-acquisition goodwill is 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 December 31, 2014, which reflects $58.3 million in revenues and a $1.9 million loss before taxes. |
The Company’s supplemental pro forma results of operations for Summit for the year ended December 31, 2014 and 2013 are as follows (in millions): |
|
| | | | | | | |
| Unaudited |
| Year Ended December 31, |
| 2014 | | 2013 |
Total revenues | $ | 100.5 | | | $ | 82.8 | |
|
Income (loss) before taxes | (5.5 | ) | | (0.2 | ) |
The supplemental pro forma results of operations include adjustments which reflect a full year of amortization of intangible assets. In addition, the Company recorded pro forma adjustments to eliminate intercompany revenues and expenses. For the year ended December 31, 2014, the Company adjusted the pro forma results to exclude acquisition-related expenses of $0.8 million and the year ended December 31, 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 agreed to 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 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, was to 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 $10.6 million, respectively. As of December 31, 2014, the fair value of the contingent consideration was $6.2 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 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 | 13,579 | | | | | |
| | | |
Intangible assets | 14,200 | | | | | |
| | | |
Total consideration | $ | 32,708 | | | | | |
| | | |
As of December 31, 2014, approximately $3.5 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 | 10,562 | | | | | |
| | | |
Total consideration | $ | 32,708 | | | | | |
| | | |
On March 4, 2015, the Company amended its agreement with J.P. Turner to settle the remaining contingent and deferred consideration. As part of the amendment, the Company paid an aggregate consideration of $9.1 million, which consisted of $6.4 million in cash and 245,813 shares of Class A common stock, or an aggregate share value of $2.7 million. |
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 December 31, 2014 was as follows (in thousands): |
|
| | | | | | | |
| Low Case(1) | | High Case(1) |
Estimated contingent consideration amount | $ | 7,551 | | | $ | 7,551 | |
|
________________________ |
(1) The contingent consideration amount for J.P. Turner was to be based on the achievement of certain agreed-upon revenue or EBITDA performance targets for fiscal years ending December 31, 2014, December 31, 2015 and December 31, 2016, which were subject to an annual cap of $2.5 million. Based on the independent valuation company’s projections, which were reviewed by the Company, the earn-outs for the fiscal years ending December 31, 2014, December 31, 2015 and December 31, 2016 were expected to be subject to that cap in both the low and high case. |
The results of operations of the Company include the results of operations of J.P. Turner from June 12, 2014, the acquisition date, to December 31, 2014, which reflects $30.9 million in revenues and a $0.1 million loss before taxes. |
The Company’s supplemental pro forma results of operations with J.P. Turner for the year ended December 31, 2014 and 2013 are as follows (in millions): |
|
| | | | | | | |
| Unaudited |
| Year Ended December 31, |
| 2014 | | 2013 |
Total revenues | $ | 52.8 | | | $ | 57.8 | |
|
Income (loss) before taxes | 1.5 | | | (4.8 | ) |
|
The supplemental pro forma results of operations include adjustments which reflect a full year 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 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 December 31, 2014 the fair value of the contingent consideration was $28.3 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 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 December 31, 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 December 31, 2014 was as follows (in thousands): |
|
| | | | | | | |
| Low Case | | High Case |
Estimated contingent consideration amount | $ | 14,716 | | | $ | 94,454 | |
|
The results of operations of the Company include the results of operations of Hatteras from June 30, 2014, the acquisition date, to December 31, 2014, which reflects $31.8 million in revenues and $4.2 million in income before taxes. |
The Company’s supplemental pro forma results of operations for Hatteras for the year ended December 31, 2014 and 2013 are as follows (in millions): |
|
| | | | | | | |
| Unaudited |
| Year Ended December 31, |
| 2014 | | 2013 |
Total revenues | $ | 62.3 | | | $ | 47.6 | |
|
Income before taxes | 7.2 | | | 1.2 | |
|
The supplemental pro forma results of operations include adjustments which reflect a full year of amortization of intangible assets. In addition, the Company recorded pro forma adjustments to eliminate intercompany revenues and expenses. For the year ended December 31, 2014, the Company adjusted the pro forma results to exclude acquisition-related expenses of $0.6 million and the year ended December 31, 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 acquisition of Cetera 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 on September 25, 2013. See Note 3 for additional detail. |
As of December 31, 2014, approximately $8.0 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 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 | 7,500 | | | | | |
| | | |
Property and equipment | 275 | | | | | |
| | | |
Notes receivable | 1,875 | | | | | |
| | | |
Deferred compensation | 2,250 | | | | | |
| | | |
Deferred tax asset | 2,613 | | | | | |
| | | |
Other assets | 1,055 | | | | | |
| | | |
Accounts payable and accrued expenses | (1,945 | ) | | | | |
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 | 7,881 | | | | | |
| | | |
Goodwill | 26,680 | | | | | |
| | | |
Intangible assets | 30,100 | | | | | |
| | | |
Deferred tax liability | (12,152 | ) | | | | |
Total consideration | $ | 52,509 | | | | | |
| | | |
As of December 31, 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 December 31, 2014, which reflects $45.7 million in revenues and $1.3 million loss before taxes. |
The Company’s supplemental pro forma results of operations for ICH for the year ended December 31, 2014 and 2013 are as follows (in millions): |
|
| | | | | | | |
| Unaudited |
| Year Ended December 31, |
| 2014 | | 2013 |
Total revenues | $ | 94.8 | | | $ | 87.8 | |
|
Loss before taxes | (3.7 | ) | | (5.0 | ) |
The supplemental pro forma results of operations include adjustments which reflect a full year of amortization of intangible assets. In addition, the Company recorded pro forma adjustments to eliminate intercompany revenues and expenses. |
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 paid on the date of the acquisition was $76.4 million. The Company issued 464,317 shares of Class A common stock in a private placement offering exempt from registration under the Securities Act and $67.5 million paid in cash. Additionally, the Company paid $10.0 million in cash on December 1, 2014 and will pay 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 $67.3 million and $10.0 million, respectively. As of December 31, 2014, the fair value of the contingent consideration was $68.2 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 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 | 22,871 | | | | | |
| | | |
Intangible assets | 121,380 | | | | | |
| | | |
Total consideration | $ | 154,780 | | | | | |
| | | |
As of December 31, 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 | $ | 67,510 | | | | | |
| | | |
Stock issued by the Company | 10,000 | | | | | |
| | | |
Contingent consideration | 67,300 | | | | | |
| | | |
Deferred consideration | 9,970 | | | | | |
| | | |
Total consideration | $ | 154,780 | | | | | |
| | | |
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 | $ | 70,840 | | | $ | 125,920 | |
|
The results of operations of the Company include the results of operations of StratCap from August 29, 2014, the acquisition date, to December 31, 2014, which reflects $19.9 million in revenues and $3.9 million loss before taxes. |
The Company’s supplemental pro forma results of operations for StratCap for the year ended December 31, 2014 and 2013 are as follows (in millions): |
|
| | | | | | | |
| Unaudited |
| Year Ended December 31, |
| 2014 | | 2013 |
Total revenues | $ | 143.3 | | | $ | 66.2 | |
|
Loss before taxes | (5.2 | ) | | (15.3 | ) |
The supplemental pro forma results of operations include adjustments which reflect a full year of amortization of intangible assets. For the year ended December 31, 2014, the Company adjusted the pro forma results to exclude acquisition-related expenses of $0.2 million and the year ended December 31, 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 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 December 31, 2014, approximately $0.7 million of the goodwill from the Trupoly acquisition is deductible for income tax purposes. |
Docupace |
On November 21, 2014, the Company completed the acquisition of a controlling financial interest in Docupace, a provider of integrated, electronic processing technologies and systems for financial institutions and wealth management firms. |
The aggregate consideration on the date of the acquisition was $35.4 million, including $0.3 million of accrued interest on the deferred payment. On the closing date, the Company paid cash consideration of $18.8 million to the seller of Docupace and acquired a 51.0% ownership interest. |
In addition, the Company made a $4.0 million capital contribution, which increased its total ownership interest to 53.525%. The Company is required to make additional capital contributions of up to $28.0 million in cash and up to$20.0 million in cash during the years ended December 31, 2015 and 2016, respectively. The Company expects to pay post-closing consideration of $16.6 million in cash, Class A common stock or a combination thereof. The Company has delayed making the contingent payment that was due to the sellers of Docupace on February 20, 2015 because the Company and the sellers have not finalized the calculation of the amount of that payment. |
The total fair value of Docupace on the date of the acquisition subsequent to the capital contribution was $73.6 million. The fair value of the non-controlling interest as of the date of the acquisition was $34.2 million. The fair value of the non-controlling interest was determined based on the fair value of the controlling interest held by the Company grossed-up to 100% value in order to derive a per-share price to be applied to the non-controlling shares. This method assumes that the non-controlling shareholder will participate equally with the controlling shareholder in the economic benefits of the post combination entity. |
Based on preliminary estimates, approximately $22.8 million of the goodwill from the Docupace acquisition is deductible for income tax purposes as of December 31, 2014. |
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 year ended December 31, 2014 and 2013, are as follows (in millions): |
|
| | | | | | | |
| Unaudited |
| Year Ended December 31, |
| 2014 | | 2013 |
Total revenues | $ | 2,729.50 | | | $ | 2,682.50 | |
|
Loss before taxes | (196.1 | ) | | (78.3 | ) |
Benefit from income taxes(1) | (78.5 | ) | | (31.3 | ) |
Net loss | (117.6 | ) | | (47.0 | ) |
Less: income attributable to non-controlling interest | 8.9 | | | — | |
|
Less: preferred dividends and deemed dividend | 153.3 | | | 18.9 | |
|
Net loss attributable to Class A common stockholders | $ | (279.8 | ) | | $ | (65.9 | ) |
| | | |
Per share data | | | |
Pro forma basic and diluted loss per share(2) | $ | (5.18 | ) | | $ | (1.61 | ) |
| | | |
Pro forma weighted average basic and diluted shares | 54,155,046 | | | 40,995,457 | |
|
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(1) Reflects pro forma adjustment to record the income tax provision based on the assumed 40% tax rate. |
(2) For the year ended December 31, 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 nonvested restricted stock units holders. |
The consolidated supplemental pro forma results of operations do not include pro forma results for Trupoly and Docupace as they would have had an immaterial impact. The consolidated supplemental pro forma results of operations include adjustments which reflect a full year 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 year ended December 31, 2014, the Company adjusted the pro forma results to exclude acquisition-related expenses of $44.5 million and the year ended December 31, 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 the first quarter of 2015 subject to 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 the first quarter of 2015 subject to customary closing conditions. |