Document_and_Entity_Informatio
Document and Entity Information | 3 Months Ended | |
Mar. 31, 2015 | 8-May-15 | |
Document Information [Line Items] | ||
Entity Registrant Name | RCS Capital Corp | |
Entity Central Index Key | 1568832 | |
Current Fiscal Year End Date | -19 | |
Entity Filer Category | Accelerated Filer | |
Document Type | 10-Q | |
Document Period End Date | 31-Mar-15 | |
Document Fiscal Year Focus | 2015 | |
Document Fiscal Period Focus | Q1 | |
Amendment Flag | FALSE | |
Common Class A | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 77,181,855 | |
Common Class B | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 1 |
Consolidated_Statements_of_Fin
Consolidated Statements of Financial Condition (USD $) | Mar. 31, 2015 | Dec. 31, 2014 |
Assets | ||
Cash and cash equivalents | $170,232,000 | $199,435,000 |
Cash and securities segregated under federal and other regulations | 19,051,000 | 19,030,000 |
Available-for-sale securities | 2,791,000 | 11,473,000 |
Trading securities | 14,085,000 | 10,242,000 |
Accounts Receivable, Net [Abstract] | ||
Due from related parties | 34,168,000 | 31,580,000 |
Due from non-related parties | 154,711,000 | 141,309,000 |
Prepaid expenses and other assets | 89,250,000 | 85,674,000 |
Property and equipment (net of accumulated depreciation of $7,645 and $5,488, respectively) | 26,892,000 | 24,746,000 |
Deferred compensation plan investments | 85,551,000 | 83,456,000 |
Notes receivable (net of allowance of $894 and $914, respectively) | 72,760,000 | 68,989,000 |
Deferred financing fees | 26,283,000 | 27,808,000 |
Intangible assets (net of accumulated amortization of $95,311 and $68,106, respectively) | 1,250,155,000 | 1,243,525,000 |
Goodwill | 577,742,000 | 519,361,000 |
Total assets | 2,523,671,000 | 2,466,628,000 |
LIABILITIES AND STOCKHOLDERS' EQUITY | ||
Payable to customers | 22,199,000 | 13,832,000 |
Commissions payable | 115,345,000 | 102,056,000 |
Accrued expenses | ||
Due to related parties | 3,249,000 | 2,479,000 |
Due to non-related parties | 84,753,000 | 93,898,000 |
Derivative contracts | 64,361,000 | 81,032,000 |
Other liabilities | 47,142,000 | 37,036,000 |
Deferred compensation plan accrued liabilities | 86,619,000 | 84,963,000 |
Net deferred tax liability | 269,259,000 | 266,202,000 |
Contingent and deferred consideration | 159,681,000 | 145,430,000 |
Long-term debt | 814,987,000 | 804,411,000 |
Total liabilities | 1,667,595,000 | 1,631,339,000 |
Commitments and contingencies — See Note 16 for more information. | 0 | 0 |
Additional paid-in capital | 757,250,000 | 723,113,000 |
Accumulated other comprehensive loss | 132,000 | -120,000 |
Retained earnings | -193,959,000 | -179,804,000 |
Total stockholders’ equity | 563,500,000 | 543,260,000 |
Non-controlling interest | 32,815,000 | 34,041,000 |
Total liabilities, mezzanine and stockholders’ equity | 2,523,671,000 | 2,466,628,000 |
Series B Preferred Stock | ||
Accrued expenses | ||
Mezzanine equity | 147,849,000 | 146,700,000 |
Series C Preferred Stock | ||
Accrued expenses | ||
Mezzanine equity | 111,912,000 | 111,288,000 |
Common Class A | ||
Accrued expenses | ||
Common stock | 77,000 | 71,000 |
Common Class B | ||
Accrued expenses | ||
Common stock | $0 | $0 |
Consolidated_Statements_of_Fin1
Consolidated Statements of Financial Condition (Parenthetical) (USD $) | 3 Months Ended | 12 Months Ended |
In Thousands, except Share data, unless otherwise specified | Mar. 31, 2015 | Dec. 31, 2014 |
Property and equipment, accumulated depreciation | $7,645 | $5,488 |
Notes receivable, allowance for credit losses | 894 | 914 |
Intangible assets, accumulated amortization | $95,311 | $68,106 |
Series B Preferred Stock | ||
Interest rate | 11.00% | 11.00% |
Convertible preferred, par value | $0.00 | $0.00 |
Convertible preferred, shares authorized | 100,000,000 | 100,000,000 |
Convertible preferred, shares issued | 5,800,000 | 5,800,000 |
Convertible preferred, shares outstanding | 5,800,000 | 5,800,000 |
Series C Preferred Stock | ||
Interest rate | 7.00% | 7.00% |
Convertible preferred, par value | $0.00 | $0.00 |
Convertible preferred, shares authorized | 100,000,000 | 100,000,000 |
Convertible preferred, shares issued | 4,400,000 | 4,400,000 |
Convertible preferred, shares outstanding | 4,400,000 | 4,400,000 |
Common Class A | ||
Common stock, par value | $0.00 | $0.00 |
Common stock, shares authorized | 100,000,000 | 100,000,000 |
Common stock, shares issued | 77,159,269 | 70,571,540 |
Common stock, shares outstanding | 77,159,269 | 70,571,540 |
Common Class B | ||
Common stock, par value | $0.00 | $0.00 |
Common stock, shares authorized | 100,000,000 | 100,000,000 |
Common stock, shares issued | 1 | 1 |
Common stock, shares outstanding | 1 | 1 |
Consolidated_Statements_of_Ope
Consolidated Statements of Operations (USD $) | 3 Months Ended | |
In Thousands, except Share data, unless otherwise specified | Mar. 31, 2015 | Mar. 31, 2014 |
Revenues: | ||
Retail commissions | $278,068 | $47,889 |
Selling commissions: | ||
Related party products | 44,483 | 92,420 |
Non-related party products | 13,293 | 157 |
Dealer manager fees: | ||
Related party products | 20,940 | 44,438 |
Non-related party products | 5,980 | 72 |
Investment banking fees (related party products) | 5,414 | 31,732 |
Advisory and asset-based fees (non-related party) | 157,265 | 31,711 |
Transfer agency revenue (related party products) | 4,266 | 3,386 |
Services revenue: | ||
Related party products | 6,763 | 8,100 |
Non-related party products | 2,872 | 81 |
Reimbursable expenses receivable: | ||
Related party products | 335 | 6,033 |
Non-related party products | 154 | 30 |
Investment fee revenue | 12,166 | 0 |
Transaction fees | 47,987 | 6,581 |
Other | 25,598 | 738 |
Total revenues | 625,584 | 273,368 |
Expenses: | ||
Retail commissions and advisory | 385,877 | 68,470 |
Wholesale commissions: | ||
Related party products | 28,143 | 86,996 |
Non-related party products | 12,684 | 157 |
Wholesale reallowance: | ||
Related party products | 4,479 | 12,821 |
Non-related party products | 2,190 | 29 |
Investment fee expense | 6,886 | 0 |
Internal commissions, payroll and benefits | 82,276 | 43,359 |
Conferences and seminars | 8,870 | 6,996 |
Travel | 4,043 | 2,492 |
Marketing and advertising | 4,166 | 3,074 |
Professional fees | 12,083 | 4,600 |
Data processing | 10,446 | 3,777 |
Quarterly fee (related party) | 0 | 1,782 |
Acquisition-related costs | 2,456 | 6,717 |
Interest expense | 18,442 | 231 |
Occupancy | 7,744 | 3,039 |
Depreciation and amortization | 29,350 | 2,017 |
Clearing and exchange fees | 10,178 | 1,988 |
Outperformance bonus (related party) | 0 | 7,150 |
Other expenses | 17,691 | 2,621 |
Total expenses | 648,004 | 258,316 |
Income (loss) before taxes | -22,420 | 15,052 |
Provision (benefit) for (from) income taxes | -7,039 | 2,903 |
Net (loss) income | -15,381 | 12,149 |
Less: net income attributable to non-controlling interests | -1,226 | 8,864 |
Less: preferred dividends | 6,601 | 0 |
Net (loss) income attributable to Class A common stockholders | ($20,756) | $3,285 |
Per Share Data | ||
Basic (in dollars per share) | ($0.29) | $0.11 |
Diluted (in dollars per share) | ($0.47) | $0.11 |
Weighted average number of shares outstanding, basic (in shares) | 71,129,912 | 26,831,762 |
Weighted average number of shares outstanding, diluted (in shares) | 85,554,546 | 28,156,762 |
Cash dividend declared per common share (in dollars per share) | $0 | $0.18 |
Consolidated_Statements_of_Com
Consolidated Statements of Comprehensive Income (USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | Mar. 31, 2015 | Mar. 31, 2014 |
Statement of Comprehensive Income [Abstract] | ||
Net income (loss) | ($15,381) | $12,149 |
Other comprehensive income, net of tax: | ||
Unrealized gain on available-for-sale securities, net of tax | 252 | 416 |
Total other comprehensive income, net of tax | 252 | 416 |
Total comprehensive income (loss) | -15,129 | 12,565 |
Less: Net comprehensive income (loss) attributable to non-controlling interests | -1,226 | 9,319 |
Less: preferred dividends and deemed dividends | 6,601 | 0 |
Net comprehensive income (loss) attributable to stockholders | ($20,504) | $3,246 |
Consolidated_Statements_of_Cha
Consolidated Statements of Changes in Stockholders' Equity (USD $) | Total | Additional Paid-in Capital | Retained Deficit | Accumulated Other Comprehensive Income | Parent | Noncontrolling Interest | Common Class A | Common Class A | Common Class A | Common Class A | Common Class A | Common Class B | Restricted Stock Units (RSUs) | Restricted Stock Units (RSUs) | Restricted Stock Units (RSUs) | Restricted Stock Units (RSUs) | Restricted Stock Units (RSUs) | LTIP Units | LTIP Units | Stock Purchase Program | Stock Purchase Program | First Allied acquisition | First Allied acquisition | First Allied acquisition | First Allied acquisition | First Allied acquisition | First Allied acquisition | First Allied acquisition | JP Turner & Company, LLC | JP Turner & Company, LLC | JP Turner & Company, LLC | JP Turner & Company, LLC | VSR Acquisition | VSR Acquisition | VSR Acquisition | VSR Acquisition | Girard Acquisition | Girard Acquisition | Girard Acquisition | Girard Acquisition | ||
In Thousands, except Share data, unless otherwise specified | USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | Common Stock | Additional Paid-in Capital | Retained Deficit | Parent | Common Stock | USD ($) | Common Stock | Additional Paid-in Capital | Retained Deficit | Parent | USD ($) | Noncontrolling Interest | Additional Paid-in Capital | Common Class A | Common Class A | Restricted Stock Units (RSUs) | Restricted Stock Units (RSUs) | Restricted Stock Units (RSUs) | Restricted Stock Units (RSUs) | Restricted Stock Units (RSUs) | 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 ($) | Common Stock | Additional Paid-in Capital | Retained Deficit | Parent | USD ($) | USD ($) | Common Stock | USD ($) | USD ($) | Common Stock | USD ($) | USD ($) | Common Stock | |||||||||||||||||
USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | |||||||||||||||||||||||||||||||||||
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 loss | 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 | 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 loss | 2,392 | 0 | 2,368 | 2,368 | 24 | |||||||||||||||||||||||||||||||||||||
Issuance of common stock, shares | 23,999,999 | -23,999,999 | 1,817,238 | |||||||||||||||||||||||||||||||||||||||
Issuance of common stock | 1,203 | 44,676 | [1] | 44,676 | -43,473 | 24 | -24 | 2,970 | 2 | 8,259 | -5,291 | 2,970 | ||||||||||||||||||||||||||||||
Equity-based compensation (OPP) | 6,940 | 6,940 | ||||||||||||||||||||||||||||||||||||||||
Unrealized loss on available-for-sale securities, net of tax | -86 | -86 | -86 | |||||||||||||||||||||||||||||||||||||||
Distributions to non-controlling interests | -24 | -24 | ||||||||||||||||||||||||||||||||||||||||
Less: Dividend equivalents on Restricted Stock | -4,770 | -4,770 | -4,770 | -327 | -327 | -327 | ||||||||||||||||||||||||||||||||||||
Ending Balance at Mar. 31, 2014 | 235,121 | 228,366 | -842 | -85 | 227,479 | 7,642 | 40 | 0 | ||||||||||||||||||||||||||||||||||
Ending Balance, shares at Mar. 31, 2014 | 39,582,166 | 1 | ||||||||||||||||||||||||||||||||||||||||
Beginning Balance at Feb. 10, 2014 | 44,175 | |||||||||||||||||||||||||||||||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||||||||||||||||||||||||||||||||
Unrealized loss on available-for-sale securities, net of tax | 0 | |||||||||||||||||||||||||||||||||||||||||
Less: Dividend equivalents on Restricted Stock | 0 | 0 | ||||||||||||||||||||||||||||||||||||||||
Ending Balance at Dec. 31, 2014 | 577,301 | 723,113 | -179,804 | -120 | 543,260 | 34,041 | 71 | 0 | ||||||||||||||||||||||||||||||||||
Ending Balance, shares at Dec. 31, 2014 | 70,571,540 | 1 | ||||||||||||||||||||||||||||||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||||||||||||||||||||||||||||||||
Retirement of shares, shares | -161 | |||||||||||||||||||||||||||||||||||||||||
Preferred stock conversion, shares | [2] | 2,042,022 | ||||||||||||||||||||||||||||||||||||||||
Preferred stock conversion | [2] | -2 | 2 | |||||||||||||||||||||||||||||||||||||||
Net loss | -21,982 | -6,601 | -14,155 | -20,756 | -1,226 | |||||||||||||||||||||||||||||||||||||
Issuance of common stock, shares | 1,244,670 | 69,427 | 245,813 | 2,436,429 | 549,529 | |||||||||||||||||||||||||||||||||||||
Issuance of common stock | 3,610 | 1 | 3,609 | 0 | 3,610 | 1,283 | 0 | 1,283 | 0 | 1,283 | 2,730 | 2,730 | 2,730 | 0 | 26,774 | 26,772 | 26,774 | 2 | 6,347 | 6,346 | 6,347 | 1 | ||||||||||||||||||||
Unrealized loss on available-for-sale securities, net of tax | 252 | 252 | 252 | |||||||||||||||||||||||||||||||||||||||
Ending Balance at Mar. 31, 2015 | $596,315 | $757,250 | ($193,959) | $132 | $563,500 | $32,815 | $77 | $0 | ||||||||||||||||||||||||||||||||||
Ending Balance, shares at Mar. 31, 2015 | 77,159,269 | 1 | ||||||||||||||||||||||||||||||||||||||||
[1] | Includes deferred tax impact of $1.2 million due to the exchange of Class B units in the Company’s operating subsidiaries for shares of Class A common stock. | |||||||||||||||||||||||||||||||||||||||||
[2] | Represents shares of Class A common stock issued on February 23, 2015 on account of shares of Series A preferred stock submitted for conversion on December 12, 2014. |
Consolidated_Statements_of_Cha1
Consolidated Statements of Changes in Stockholders' Equity (Parenthetical) (Exchange Transaction, Additional Paid-in Capital, USD $) | Feb. 10, 2014 |
In Millions, unless otherwise specified | |
Exchange Transaction | Additional Paid-in Capital | |
Deferred tax impact | $1.20 |
Consolidated_Statements_of_Cas
Consolidated Statements of Cash Flows (USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | Mar. 31, 2015 | Mar. 31, 2014 |
Cash flows from operating activities: | ||
Net income (loss) | ($15,381) | $12,149 |
Adjustments to reconcile net income to net cash provided by operating activities: | ||
Depreciation | 2,145 | 249 |
Amortization | 27,205 | 1,768 |
Equity-based compensation | 4,892 | 10,120 |
Deferred income taxes | -8,936 | -854 |
Loss on the sale of available-for-sale securities | 368 | 91 |
Change in contingent and deferred consideration | 3,656 | 7 |
Gain on derivative contracts | -23,427 | 0 |
Deferred compensation plan investments, net | -439 | 0 |
Forgiveness of notes receivable | 2,208 | 590 |
Change in fair value of trading securities | 335 | -590 |
Deferred financing fees amortization | 3,044 | 0 |
Other | -41 | 0 |
Increase (decrease) resulting from changes in: | ||
Cash and securities segregated under federal and other regulations | -21 | 0 |
Trading securities | 2,472 | -215 |
Fees and commissions receivable: | ||
Due from related parties | -2,588 | 31,656 |
Due from non-related parties | -11,554 | 1,244 |
Prepaid expenses | -1,727 | 325 |
Notes receivable | -5,959 | -2,797 |
Payable to customers | 8,367 | 0 |
Commissions payable | 13,050 | 791 |
Accrued expenses and accounts payable: | ||
Due to related parties | 770 | -2,400 |
Due to non-related parties | -15,091 | 4,996 |
Other liabilities | 5,235 | 3,627 |
Payment of contingent consideration in excess of acquisition date fair value | -2,680 | 0 |
Net cash (used) provided by operating activities | -14,097 | 60,757 |
Cash flows from investing activities: | ||
Purchases of available-for-sale securities | -26 | -137 |
Proceeds from the sale of available-for-sale securities | 8,780 | 3,000 |
Purchase of property and equipment | -3,634 | -177 |
Net cash used in investing activities | -23,064 | -7,406 |
Cash flows from financing activities: | ||
Proceeds from the issuance of first lien revolving facility and term loans, respectively | 23,000 | 248 |
Payments on long-term debt | -7,188 | -800 |
Payment of contingent and deferred consideration | -7,854 | -85 |
Dividends paid | 0 | -450 |
Deferred offering costs and financing fees | 0 | -3,028 |
Net cash (used) provided by financing activities | 7,958 | -4,115 |
Net (decrease) increase in cash | -29,203 | 49,236 |
Cash and cash equivalents, beginning of period | 199,435 | 70,059 |
Cash and cash equivalents, end of period | 170,232 | 119,295 |
SK Research | ||
Cash flows from investing activities: | ||
Payments to acquire businesses, net of cash acquired | 0 | -10,092 |
VSR Acquisition | ||
Cash flows from investing activities: | ||
Payments to acquire businesses, net of cash acquired | -19,077 | 0 |
Girard Acquisition | ||
Cash flows from investing activities: | ||
Payments to acquire businesses, net of cash acquired | ($9,107) | $0 |
Organization_and_Description_o
Organization and Description of the Company | 3 Months Ended |
Mar. 31, 2015 | |
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. | |
During the year ended December 31, 2014, the Company entered into a series of restructuring transactions beginning in February and ending in December (the “2014 Restructuring Transactions”) designed to help simplify the Company’s capital structure. As a result of the completion of the 2014 Restructuring Transactions, the non-controlling interests in the Original Operating Subsidiaries and RCS Capital Holdings, LLC (“RCS Holdings”), an intermediate holding company formed to own the Original Operating Subsidiaries in connection with the 2014 Restructuring Transactions, were eliminated. Pursuant to the 2014 Restructuring Transactions, (i) the Company formed RCS Holdings, (ii) all of the Class B Units in each of the Original Operating Subsidiaries (each, an “Original Operating Subsidiaries Unit”), which had been held by RCAP Holdings, LLC (“RCAP Holdings”) were exchanged for shares of Class A common stock of the Company, par value $0.001 per share (“Class A common stock”), or canceled, (iii) all but one share of the Class B common stock of the Company, par value $0.001 per share (“Class B common stock”), was canceled, (iv) RCS Capital Management, LLC (“RCS Capital Management”), the Company’s external services provider, contributed to RCS Holdings all of its LTIP Units in the Original Operating Subsidiaries in exchange for LTIP Units in RCS Holdings, (v) a portion of the LTIP Units in RCS Holdings, all of which were held by the individual members (the “Members”) of RCS Capital Management, who were also members of RCAP Holdings, were determined by the board of directors to be earned in April 2014 and the balance of the LTIP Units in RCS Holdings not earned at that date were terminated, and (vi) all of the Class C Units in RCS Holdings held by the Members, which were received upon automatic conversion of the LTIP Units in RCS Holdings due to their early vesting on December 31, 2014, were exchanged for shares of Class A common stock. | |
During the year ended December 31, 2014, the Company also completed a public offering and a concurrent private offering of Class A common stock and issued long-term debt and preferred stock. This allowed the Company to undertake a series of acquisitions, which are described in Note 2, aimed at diversifying the Company’s revenue stream. The Company is now engaged in the Independent Retail Advice; Wholesale Distribution; Investment Banking, Capital Markets and Transaction Management Services; Investment Management and Investment Research businesses. |
Recent_Acquisitions
Recent Acquisitions | 3 Months Ended | |||||||
Mar. 31, 2015 | ||||||||
Business Combinations [Abstract] | ||||||||
Recent Acquisitions | Recent Acquisitions | |||||||
Recent Acquisitions | ||||||||
During the year ended December 31, 2014, the Company completed the 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”), Trupoly, LLC (“Trupoly”) and a controlling interest in Docupace Technologies, LLC (“Docupace”) and during the three months ended March 31, 2015, the Company completed the acquisitions of VSR Group, Inc. (“VSR”) and Girard Securities, Inc. (“Girard”) (collectively, the “recent acquisitions”). The recent acquisitions were made in order for the Company to diversify its revenue stream. 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. All of the recent acquisitions have been accounted for using the purchase method of accounting except for the First Allied acquisition. | ||||||||
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. Our financial statements as of and for the three months ended March 31, 2014 have been recast to reflect the results of operations and financial position of First Allied as if we had acquired it on September 25, 2013, the date that First Allied was acquired by RCAP Holdings. | ||||||||
The Company’s results of operations only include the results of operations of Cetera, Summit, J.P. Turner, Hatteras, ICH, StratCap, Trupoly, Docupace, VSR and Girard beginning on the date of each respective acquisition. | ||||||||
Details of each recent 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 5.0% Senior Convertible Notes due 2021 (the “convertible notes”) and $270.0 million (aggregate stated liquidation value) of 7.0% Series A Convertible Preferred Stock, $0.001 par value per share (“Series A Preferred Stock”), as described in further detail in Notes 8 and 10, and cash on hand. | ||||||||
The 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 | 49,443 | |||||||
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 | 169,787 | |||||||
Goodwill | 292,165 | |||||||
Intangible assets | 944,542 | |||||||
Deferred tax liability | (273,752 | ) | ||||||
Total consideration | $ | 1,132,742 | ||||||
During the three months ended March 31, 2015, Cetera’s goodwill increased $1.9 million due to additional information with respect to the deferred tax position as of the acquisition date. | ||||||||
As of March 31, 2015, approximately $8.1 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 Company’s supplemental pro forma results of operations for Cetera for the three months ended March 31, 2014 are as follows (in millions): | ||||||||
Three Months Ended March 31, | ||||||||
2014 | ||||||||
Total revenues | $ | 295.1 | ||||||
Loss before taxes | (6.1 | ) | ||||||
The supplemental pro forma results of operations for the three months ended March 31, 2014 include adjustments which reflect a full three months 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 three months ended March 31, 2014, the Company adjusted the pro forma results to exclude acquisition-related expenses of $3.3 million based on the assumption that this acquisition was completed on January 1, 2013. 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 publicly traded 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 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 March 31, 2015, approximately $0.1 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 Company’s supplemental pro forma results of operations for Summit for the three months ended March 31, 2014 are as follows (in millions): | ||||||||
Three Months Ended March 31, | ||||||||
2014 | ||||||||
Total revenues | $ | 24.8 | ||||||
Income before taxes | 0.4 | |||||||
The supplemental pro forma results of operations for the three months ended March 31, 2014 include adjustments which reflect a full three months of amortization of intangible assets. In addition, the Company recorded pro forma adjustments to eliminate intercompany revenues and expenses. For the three months ended March 31, 2014, the Company adjusted the pro forma results to exclude acquisition-related expenses of $0.4 million based on the assumption that this acquisition was completed on January 1, 2013. 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. | ||||||||
On March 4, 2015, the Company amended its agreement with the sellers of J.P. Turner to settle the remaining consideration. As part of the amendment, the Company paid 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 value of $2.7 million based on $11.106 per share, the average of the per share closing price of Class A common stock for the five trading days prior to March 4, 2015. In addition, the Company recorded new deferred consideration of $4.8 million payable six months from the settlement date which will be paid 50% in cash and 50% in shares of Class A common stock. The Company also settled its receivable in respect of an indemnification claim of $1.8 million as part of the amendment which resulted in a gain of $1.2 million for the three months ended March 31, 2015 which was reflected as a reduction in other expenses in the statement of operations. | ||||||||
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 March 31, 2015, approximately $4.1 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 | ||||||
The Company’s supplemental pro forma results of operations with J.P. Turner for the three months ended March 31, 2014 are as follows (in millions): | ||||||||
Three Months Ended March 31, | ||||||||
2014 | ||||||||
Total revenues | $ | 15 | ||||||
Income before taxes | 0.7 | |||||||
The supplemental pro forma results of operations include adjustments which reflect a full three 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 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 March 31, 2015, the fair value of the contingent consideration was $29.5 million. The change in the fair value of the contingent consideration was recorded in other expenses on the consolidated statement of operations. 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 March 31, 2015, 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 March 31, 2015 was as follows (in thousands): | ||||||||
Low Case | High Case | |||||||
Estimated contingent consideration amount | $ | 14,716 | $ | 94,454 | ||||
The Company’s supplemental pro forma results of operations for Hatteras for the three months ended March 31, 2014 are as follows (in millions): | ||||||||
Three Months Ended March 31, | ||||||||
2014 | ||||||||
Total revenues | $ | 14 | ||||||
Income before taxes | 1.2 | |||||||
The supplemental pro forma results of operations for the three months ended March 31, 2014 include adjustments which reflect a full three months of amortization of intangible assets. In addition, the Company recorded pro forma adjustments to eliminate intercompany revenues and expenses. For the three months ended March 31, 2014, the Company adjusted the pro forma results to exclude acquisition-related expenses of $0.4 million based on the assumption that this acquisition was completed on January 1, 2013. 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 March 31, 2015, approximately $7.6 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 publicly traded 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 March 31, 2015, 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 Company’s supplemental pro forma results of operations for ICH for the three months ended March 31, 2014 are as follows (in millions): | ||||||||
Three Months Ended March 31, | ||||||||
2014 | ||||||||
Total revenues | $ | 22.4 | ||||||
Loss before taxes | (1.6 | ) | ||||||
The supplemental pro forma results of operations include adjustments which reflect a full three months 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 business development company (“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 $77.5 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 March 31, 2015, the fair value of the contingent consideration was $71.7 million. The change in the fair value of the contingent consideration was recorded in other expenses on the consolidated statements of operations. 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 March 31, 2015, 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 of the contingent consideration as of March 31, 2015 was as follows (in thousands): | ||||||||
Low Case | High Case | |||||||
Estimated contingent consideration amount | $ | 70,840 | $ | 125,920 | ||||
The Company’s supplemental pro forma results of operations for StratCap for the three months ended March 31, 2014 are as follows (in millions): | ||||||||
Three Months Ended March 31, | ||||||||
2014 | ||||||||
Total revenues | $ | 38.8 | ||||||
Loss before taxes | (1.5 | ) | ||||||
The supplemental pro forma results of operations include adjustments which reflect a full three months of amortization of intangible assets. | ||||||||
Trupoly | ||||||||
On July 21, 2014, the Company announced that it is establishing a crowdfunding investment platform which it has rebranded under the name, “DirectVest.” 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 March 31, 2015, 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%. Subject to certain covenants in the operating agreement and if needed to achieve the strategic goals of Docupace’s business as determined by the board of directors, the Company may be required by Docupace’s management to make additional capital contributions of $28.0 million and $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 and the sellers have agreed to a delay in the settlement of the contingent payment that was due on February 20, 2015, pending resolution of certain matters under discussion. | ||||||||
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 $23.9 million of the goodwill from the Docupace acquisition is deductible for income tax purposes as of March 31, 2015. | ||||||||
VSR | ||||||||
On March 11, 2015, the Company completed the acquisition of VSR. | ||||||||
The aggregate consideration was $71.2 million (subject to certain adjustments detailed below). At the closing, the Company issued 2,436,429 shares of Class A common stock in a private placement with an aggregate value of $26.8 million, based on $10.989 per share, the VWAP of Class A common stock for the ten trading days ending March 9, 2015, and paid aggregate consideration in cash of $26.8 million. In addition, the Company will pay deferred consideration of $9.5 million, which will increase or decrease by the amount by which total revenue, adjusted EBITDA, group capital, net capital, indebtedness and certain transaction expenses, each as measured at the closing date (the “Adjustment Amounts”) is greater than or less than their respective target amounts. The deferred consideration will be paid upon resolution of a final settlement statement specifying the Adjustment Amounts initially delivered by the Company to the sellers no later than 120 days after the closing date. Also, the Company will pay deferred consideration of $8.1 million (payable 50% in cash and 50% in shares of Class A common stock) no later than 20 days after the second anniversary of the closing date, subject to reduction for amounts paid by the Company in connection with certain claims for which the sellers have agreed to indemnify the Company pursuant to the purchase agreement. | ||||||||
Girard | ||||||||
On March 18, 2015 (the “Girard Closing Date”), the Company completed the acquisition of Girard. | ||||||||
The aggregate consideration was $28.8 million (subject to certain adjustments below), which is inclusive of the preliminary estimate of amounts payable on the first, second and third anniversaries of the Girard Closing Date pursuant to an advisor recruiting plan (the “Girard Recruiting and Retention Payments”) and the deferred consideration. The Company issued 549,529 shares of Class A common stock in a private placement with an aggregate value of $6.3 million, based on $11.549 per share, the VWAP of Class A common stock for the ten trading days ending March 17, 2015 (such price, the “Girard Closing Date VWAP”), and paid aggregate consideration in cash of $14.5 million. In addition, pursuant to the purchase agreement, within 20 days after the 15th-month anniversary of the Girard Closing Date, the Company will issue the number of shares of Class A common stock equivalent to $2.4 million divided by the Girard Closing Day VWAP, subject to reduction for amounts paid by the Company in connection with certain losses for which the sellers have agreed to indemnify the Company pursuant to the purchase agreement. The preliminary fair value as of the Girard Closing Date of the Girard Recruiting and Retention Payment is $5.6 million and it is payable 60% in cash and 40% in shares of Class A common stock. The Girard Recruiting and Retention payments will increase or decrease based on the amount of gross dealer concessions generated by Girard’s financial advisors for the twelve-month period prior to each anniversary. | ||||||||
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 three months ended March 31, 2014, are as follows (in millions): | ||||||||
Three Months Ended March 31, | ||||||||
2014 | ||||||||
Total revenues | $ | 683.9 | ||||||
Loss before taxes | (0.6 | ) | ||||||
Benefit from income taxes(1) | (0.3 | ) | ||||||
Net loss | (0.3 | ) | ||||||
Less: income attributable to non-controlling interest | 8.9 | |||||||
Less: preferred dividends | 4.7 | |||||||
Net loss attributable to Class A common stockholders | $ | (13.9 | ) | |||||
________________________ | ||||||||
(1) Reflects pro forma adjustment to record the income tax provision based on the assumed 40% tax rate. | ||||||||
The consolidated supplemental pro forma results of operations do not include pro forma results for Trupoly, Docupace, VSR and Girard as they would have had an immaterial impact. The consolidated supplemental pro forma results of operations include adjustments which reflect a full three months of amortization of intangible assets and interest expense. In addition, the Company recorded pro forma adjustments to eliminate intercompany revenues and expenses. For the three months ended March 31, 2014, the Company adjusted the pro forma results to exclude acquisition-related expenses of $11.1 million based on the assumption that these transactions were completed on January 1, 2013. 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. |
Summary_of_Significant_Account
Summary of Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2015 | |
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, LLC (“SK Research”), Cetera, Summit, J.P. Turner, Hatteras, ICH, StratCap, Trupoly, Docupace, VSR and Girard 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 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 condensed consolidated financial statements are unaudited and should be read in conjunction with the audited consolidated financial statements included in the Company’s Annual Report on Form 10-K/A for the year ended December 31, 2014. The statement of financial condition as of December 31, 2014 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. Our financial statements as of and for the three months ended March 31, 2014 have been recast to reflect the results of operations and financial position of First Allied as if we 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 was 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. | |
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. | |
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 U.S. 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. In April 2015, the FASB proposed to defer the effective date of ASU 2014-09. If the changes to the proposed ASU are ratified, the standard will be effective for public entities for annual reporting periods beginning after December 31, 2017. The Company is still evaluating the impact of ASU 2014-09. | |
In November 2014, the FASB issued Accounting Standards Update 2014-16, “Determining Whether the Host Contract in a Hybrid Financial Instrument Issued in the Form of a Share Is More Akin to Debt or to Equity” (“ASU 2014-16”), which requires an entity to determine the nature of the host contract by considering the economic characteristics and risks of the entire hybrid financial instrument, including the embedded derivative feature that is being evaluated for separate accounting from the host contract, when evaluating whether the host contract is more akin to debt or equity. The amendments in ASU 2014-16 did not change the current criteria in U.S. GAAP for determining when separation of certain embedded derivative features in a hybrid financial instrument is required but rather clarified how U.S. GAAP should be interpreted in concluding on the nature of the host contract. The Company adopted ASU 2014-16 during the fourth quarter of 2014. The adoption of ASU 2014-16 did not have an impact on the Company’s previously reported financial condition or results of operations. | |
In February 2015, the FASB issued Accounting Standards Update 2015-02, “Amendments to the Consolidation Analysis” (“ASU 2015-02”). The new guidance applies to entities in all industries and amends the current consolidation guidance. The amendments are effective for fiscal years beginning after December 15, 2016 and for interim periods within fiscal periods beginning after December 15, 2017. Early application is permitted. The Company is still evaluating the impact of ASU 2015-02. | |
In April 2015, the FASB issued Accounting Standards Update 2015-03, “Simplifying the Presentation of Debt Issuance Costs” (“ASU 2015-03”). The key provisions of ASU 2015-03 are a) that debt issuance costs be reported on the statement of financial condition as a reduction in the liability for long-term debt rather than as an asset and b) that the amortization of debt issuance costs be reported as interest expense. For public companies, ASU 2015-03 is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2015. Early adoption is permitted. A reporting entity will apply ASU 2015-03 retrospectively to all prior periods. The Company is still evaluating the impact of ASU 2015-03. | |
In May 2015, the FASB issued Accounting Standards Update 2015-07, “Disclosures for Investments in Certain Entities That Calculate Net Asset Value per Share (or Its Equivalent)” (“ASU 2015-07”). ASU 2015-07 removes the requirement to categorize investments within the fair value hierarchy for which their fair value is measured at net asset value using the practical expedient. ASU 2015-07 also removes the requirement to make certain disclosures for investments that are eligible to be measured at fair value using the net asset value practical expedient. Instead, those disclosures would be limited to investments for which the entity has elected to estimate the fair value using that practical expedient. For public companies, the final consensus will be effective for fiscal years beginning after December 15, 2015, including interim periods within those fiscal years. Early adoption is permitted. A reporting entity will apply the final consensus retrospectively. While the Company is still evaluating the impact of ASU 2015-07, it will not have an impact on the Company’s financial condition, results of operations or cash flows because the update only affects disclosure requirements. ASU 2015-07 is not expected to have a significant impact on the Company’s fair value disclosures as the Company currently has few investments for which their fair values are determined using net asset value. |
Fair_Value_Disclosures
Fair Value Disclosures | 3 Months Ended | |||||||||||||||||||||||||||
Mar. 31, 2015 | ||||||||||||||||||||||||||||
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 three months ended March 31, 2015 and for the year ended December 31, 2014 there were no transfers in or out of Level 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 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. A binomial lattice model was used to derive the fair value for the embedded derivatives related to the Series C preferred stock while the embedded derivatives related to the convertible notes and the put/call were 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. Given the use of unobservable inputs used in the valuation, 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 Hatteras, StratCap and Girard and contingent consideration related to acquisitions made by First Allied prior to its acquisition by RCAP Holdings in September 2013. During the three months ended March 31, 2015, the Company settled the contingent consideration related to the J.P. Turner acquisition and substantially all of the contingent consideration related to acquisitions made by First Allied prior to its acquisition by RCAP Holdings in September 2013. As of March 31, 2015, the Company estimated the fair value of future payments of contingent consideration to be $107.2 million. See Note 2 for more information. As of December 31, 2014, the Company had an estimated $107.3 million in contingent consideration. | ||||||||||||||||||||||||||||
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. Given the significant unobservable inputs used in the valuation the contingent consideration is classified as Level 3 in the Company’s fair value hierarchy. | ||||||||||||||||||||||||||||
The Company’s fair value hierarchy for those assets and liabilities measured at fair value on a recurring basis by product category as of March 31, 2015 are as follows (in thousands): | ||||||||||||||||||||||||||||
Level 1 | Level 2 | Level 3 | Total | |||||||||||||||||||||||||
Assets: | ||||||||||||||||||||||||||||
Cash equivalents - money market funds | $ | 71,900 | $ | — | $ | — | $ | 71,900 | ||||||||||||||||||||
Available-for-sale securities: | ||||||||||||||||||||||||||||
Mutual funds | 2,791 | — | — | 2,791 | ||||||||||||||||||||||||
Total available-for-sale | 2,791 | — | — | 2,791 | ||||||||||||||||||||||||
Trading securities: | ||||||||||||||||||||||||||||
Equity securities | 462 | — | — | 462 | ||||||||||||||||||||||||
Mutual funds | 9,830 | 523 | — | 10,353 | ||||||||||||||||||||||||
Certificate of deposits | — | 2,632 | — | 2,632 | ||||||||||||||||||||||||
U.S. government bonds | 2 | 9 | — | 11 | ||||||||||||||||||||||||
State and municipal bonds | — | 47 | — | 47 | ||||||||||||||||||||||||
Corporate bonds | 9 | 51 | — | 60 | ||||||||||||||||||||||||
Other | 51 | — | 469 | 520 | ||||||||||||||||||||||||
Total trading securities | 10,354 | 3,262 | 469 | 14,085 | ||||||||||||||||||||||||
Deferred compensation plan investments: | ||||||||||||||||||||||||||||
Money market fund | 4,971 | — | — | 4,971 | ||||||||||||||||||||||||
International global funds | 18,765 | — | — | 18,765 | ||||||||||||||||||||||||
U.S. equity funds | 48,706 | — | — | 48,706 | ||||||||||||||||||||||||
U.S. fixed-income funds | 10,188 | — | — | 10,188 | ||||||||||||||||||||||||
Mutual funds | — | 2,921 | — | 2,921 | ||||||||||||||||||||||||
Total deferred compensation plan investments | 82,630 | 2,921 | — | 85,551 | ||||||||||||||||||||||||
Prepaid expenses and other assets(1) | — | — | 5,047 | 5,047 | ||||||||||||||||||||||||
Total | $ | 167,675 | $ | 6,183 | $ | 5,516 | $ | 179,374 | ||||||||||||||||||||
Liabilities: | ||||||||||||||||||||||||||||
Derivative contracts | $ | — | $ | — | $ | 79,481 | (2) | $ | 79,481 | |||||||||||||||||||
Other liabilities: | ||||||||||||||||||||||||||||
Equity securities | 114 | — | — | 114 | ||||||||||||||||||||||||
Mutual funds and unit investment trusts | 25 | — | — | 25 | ||||||||||||||||||||||||
State and municipal government obligations | — | 208 | — | 208 | ||||||||||||||||||||||||
Certificate of deposit | 42 | — | — | 42 | ||||||||||||||||||||||||
Contingent consideration | — | — | 107,228 | (3) | 107,228 | |||||||||||||||||||||||
Total | $ | 181 | $ | 208 | $ | 186,709 | $ | 187,098 | ||||||||||||||||||||
_____________________ | ||||||||||||||||||||||||||||
(1) Primarily represents investments in REITs, oil and gas interests and other illiquid investments. | ||||||||||||||||||||||||||||
(2) Includes $15.1 million of derivatives classified in long-term debt. | ||||||||||||||||||||||||||||
(3) Excludes deferred payments, which are measured at fair value on a non-recurring basis. | ||||||||||||||||||||||||||||
During the three months ended March 31, 2015, the Company transferred $0.2 million of municipal government bonds out of Level 1 to Level 2 of the fair value hierarchy due to pricing inputs becoming less observable. | ||||||||||||||||||||||||||||
The Company’s fair value hierarchy for those assets and liabilities measured at fair value on a recurring basis by product category as of December 31, 2014 are as follows (in thousands): | ||||||||||||||||||||||||||||
Level 1 | Level 2 | Level 3 | Total | |||||||||||||||||||||||||
Assets: | ||||||||||||||||||||||||||||
Cash equivalents - money market funds | $ | 82,973 | $ | — | $ | — | $ | 82,973 | ||||||||||||||||||||
Available-for-sale securities: | ||||||||||||||||||||||||||||
Mutual funds | 11,473 | — | — | 11,473 | ||||||||||||||||||||||||
Total available-for-sale | 11,473 | — | — | 11,473 | ||||||||||||||||||||||||
Trading securities: | ||||||||||||||||||||||||||||
Equity securities | 262 | — | — | 262 | ||||||||||||||||||||||||
Mutual funds | 9,457 | — | — | 9,457 | ||||||||||||||||||||||||
U.S. government bonds | 2 | 10 | — | 12 | ||||||||||||||||||||||||
Other | 41 | — | 470 | 511 | ||||||||||||||||||||||||
Total trading securities | 9,762 | 10 | 470 | 10,242 | ||||||||||||||||||||||||
Deferred compensation plan investments: | ||||||||||||||||||||||||||||
Money market fund | 6,246 | — | — | 6,246 | ||||||||||||||||||||||||
International global funds | 17,722 | — | — | 17,722 | ||||||||||||||||||||||||
U.S. equity funds | 46,999 | — | — | 46,999 | ||||||||||||||||||||||||
U.S. fixed-income funds | 9,787 | — | — | 9,787 | ||||||||||||||||||||||||
Mutual funds | — | 2,702 | — | 2,702 | ||||||||||||||||||||||||
Total deferred compensation plan investments | 80,754 | 2,702 | — | 83,456 | ||||||||||||||||||||||||
Prepaid expenses and other assets - oil and gas interests | — | — | 151 | 151 | ||||||||||||||||||||||||
Total | $ | 184,962 | $ | 2,712 | $ | 621 | $ | 188,295 | ||||||||||||||||||||
Liabilities: | ||||||||||||||||||||||||||||
Derivative contracts | $ | — | $ | — | $ | 102,908 | (1) | $ | 102,908 | |||||||||||||||||||
Other liabilities: | ||||||||||||||||||||||||||||
Equity securities | 161 | — | — | 161 | ||||||||||||||||||||||||
Mutual funds and unit investment trusts | 4 | — | — | 4 | ||||||||||||||||||||||||
State and municipal government obligations | 222 | — | — | 222 | ||||||||||||||||||||||||
Contingent consideration | — | — | 107,278 | (2) | 107,278 | |||||||||||||||||||||||
Total | $ | 387 | $ | — | $ | 210,186 | $ | 210,573 | ||||||||||||||||||||
_____________________ | ||||||||||||||||||||||||||||
(1) Includes $21.9 million of derivatives classified in long-term debt. | ||||||||||||||||||||||||||||
(2) Excludes deferred payments, which are measured at fair value on a non-recurring basis. | ||||||||||||||||||||||||||||
The following table presents changes during the three months ended March 31, 2015 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 March 31, 2015 (in thousands): | ||||||||||||||||||||||||||||
Fair value as of | Net realized and unrealized gains/(losses) | Purchases | Issuances | Sales | Settlements | Fair value as of | ||||||||||||||||||||||
31-Dec-14 | 31-Mar-15 | |||||||||||||||||||||||||||
Assets: | ||||||||||||||||||||||||||||
Trading securities- other | $ | 470 | $ | (1 | ) | $ | — | $ | — | $ | — | $ | — | $ | 469 | |||||||||||||
Prepaid expenses and other assets - oil and gas interests | 151 | (29 | ) | — | — | (7 | ) | — | 115 | |||||||||||||||||||
Prepaid expenses and other assets - REIT and other illiquid investments | — | — | 4,932 | — | — | — | 4,932 | |||||||||||||||||||||
Total | $ | 621 | $ | (30 | ) | $ | 4,932 | $ | — | $ | (7 | ) | $ | — | $ | 5,516 | ||||||||||||
Fair value as of | Net realized and unrealized (gains)/losses | Purchases | Issuances | Sales | Settlements | Fair value as of | ||||||||||||||||||||||
31-Dec-14 | 31-Mar-15 | |||||||||||||||||||||||||||
Liabilities: | ||||||||||||||||||||||||||||
Derivative contracts | $ | 102,908 | $ | (23,427 | ) | $ | — | $ | — | $ | — | $ | — | $ | 79,481 | |||||||||||||
Contingent consideration | 107,278 | 4,270 | — | 5,594 | — | (9,914 | ) | 107,228 | ||||||||||||||||||||
Total | $ | 210,186 | $ | (19,157 | ) | $ | — | $ | 5,594 | $ | — | $ | (9,914 | ) | $ | 186,709 | ||||||||||||
The Company acquired approximately $4.9 million of financial instruments as part of the VSR transaction, which the Company classified as Level 3 in the fair value hierarchy due to a lack of an active market and infrequent observable inputs. | ||||||||||||||||||||||||||||
The following table presents changes during the three months ended March 31, 2014 in Level 3 liabilities measured at fair value on a recurring basis, and the realized and unrealized gains and losses related to the Level 3 liabilities in the statement of financial condition as of March 31, 2014 (in thousands): | ||||||||||||||||||||||||||||
Fair value as of | Net realized and unrealized (gains)/losses | Purchases | Settlements | Fair value as of | ||||||||||||||||||||||||
31-Dec-13 | 31-Mar-14 | |||||||||||||||||||||||||||
Liabilities: | ||||||||||||||||||||||||||||
Contingent consideration | $ | 2,180 | $ | 7 | $ | — | $ | (85 | ) | $ | 2,102 | |||||||||||||||||
Total | $ | 2,180 | $ | 7 | $ | — | $ | (85 | ) | $ | 2,102 | |||||||||||||||||
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 operations. | ||||||||||||||||||||||||||||
The change in unrealized gain relating to Level 3 assets and liabilities held as of March 31, 2015 was $18.6 million. The change in unrealized gain relating to Level 3 assets and liabilities held as of December 31, 2014 was $9.9 million. | ||||||||||||||||||||||||||||
The following table presents information about the significant unobservable inputs used for recurring fair value measurements for certain Level 3 instruments as of March 31, 2015 (dollars in thousands): | ||||||||||||||||||||||||||||
Fair value | Valuation technique | Unobservable inputs | ||||||||||||||||||||||||||
Assets: | ||||||||||||||||||||||||||||
Trading securities- other- private equity fund | $ | 112 | 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 | $ | 115 | Discounted cash flows | 10% discount rate | ||||||||||||||||||||||||
Prepaid expenses and other assets - REITs and other illiquid investments | $ | 4,932 | Sponsorship valuation | Third party valuation from sponsors | ||||||||||||||||||||||||
Liabilities: | ||||||||||||||||||||||||||||
Derivative contracts | $ | 79,481 | Monte Carlo & binomial lattice (Series C) | Inputs for convertible notes, Series B and Series C preferred stock respectively: | ||||||||||||||||||||||||
- Duration: 6.6 years, 7.7 years, 7.7 years | ||||||||||||||||||||||||||||
- Volatility: 30.0%, N/A, 30.0% | ||||||||||||||||||||||||||||
- Risk free rate of interest: 1.7%, 1.8%, 1.8% | ||||||||||||||||||||||||||||
- Discount rate: 13.7%, 15.8%, 15.8% | ||||||||||||||||||||||||||||
- Dividend assumptions: N/A, 12.5% (through June 30, 2016; subsequently reverts to 11%), 8.0% (through June 30, 2016; subsequently reverts to 7%) | ||||||||||||||||||||||||||||
Inputs for the put option: | ||||||||||||||||||||||||||||
- Volatility: 30.0% | ||||||||||||||||||||||||||||
- Exercise date: June 10, 2033 | ||||||||||||||||||||||||||||
- Risk free rate: 2.3% | ||||||||||||||||||||||||||||
Contingent consideration - Hatteras | $ | 29,500 | Discounted cash flow | - Projected earnings: $10.5 million to $23.0 million, December 31, 2016 and 2018, respectively. | ||||||||||||||||||||||||
- Projected earn-out: $11.4 million to $18.1 million, December 31, 2016 and 2018, respectively. | ||||||||||||||||||||||||||||
- Discounted rates based on the estimated weighted average cost of capital (WACC): 0.5 to 0.7 | ||||||||||||||||||||||||||||
Contingent consideration - StratCap | $ | 71,700 | Discounted cash flow | - Projected earn-out payments: EBITDA multiples for 2015 and 2016. | ||||||||||||||||||||||||
- Present value factor: 0.68 to 0.83 | ||||||||||||||||||||||||||||
- Probability adjustments: 25.0%, 50.0% and 25.0% for Low Case, Base Case and High Case, respectively. | ||||||||||||||||||||||||||||
Contingent consideration - First Allied and Cetera | $ | 434 | Discounted cash flow | - Revenue achievement | ||||||||||||||||||||||||
- WACC 20% | ||||||||||||||||||||||||||||
Contingent consideration - Girard | $ | 5,594 | Discounted cash flow | - Projected gross dealer concessions (GDC): | ||||||||||||||||||||||||
a) Retention payments: 5.0% of retained advisors' GDC (0.0%, if GDC is less than $36.4 million); payable on the first and second anniversary of the closing date | ||||||||||||||||||||||||||||
b) Recruiting payments: 5.0% of new advisors' GDC less forgivable loans and other payouts; payable on the second anniversary and third anniversary of the closing date | ||||||||||||||||||||||||||||
The following table presents information about the significant unobservable inputs used for recurring fair value measurements for certain Level 3 instruments as of December 31, 2014 (dollars in thousands): | ||||||||||||||||||||||||||||
Fair value | Valuation technique | Unobservable inputs | ||||||||||||||||||||||||||
Assets: | ||||||||||||||||||||||||||||
Trading securities- other- private equity fund | $ | 113 | 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 | $ | 151 | Discounted cash flows | 10% discount rate | ||||||||||||||||||||||||
Liabilities: | ||||||||||||||||||||||||||||
Derivative contracts | $ | 102,908 | Monte Carlo & binomial lattice (Series C) | Inputs for convertible notes, Series B and Series C preferred stock respectively: | ||||||||||||||||||||||||
- Duration: 6.8 years, 8.0 years, 8.0 years | ||||||||||||||||||||||||||||
- Volatility: 30.0%, N/A, 30.0% | ||||||||||||||||||||||||||||
- Risk free rate of interest: 1.95%, 2.1%, 2.1% | ||||||||||||||||||||||||||||
- Discount rate: 12.95%, 15.1%, 15.1% | ||||||||||||||||||||||||||||
- Dividend assumptions: N/A, 12.5% (through June 30, 2016; subsequently reverts to 11%), 8.0% (through June 30, 2016; subsequently reverts to 7%) | ||||||||||||||||||||||||||||
Inputs for the put option: | ||||||||||||||||||||||||||||
- Volatility: 30.0% | ||||||||||||||||||||||||||||
- Exercise date: June 10, 2033 | ||||||||||||||||||||||||||||
- Risk free rate: 2.4% | ||||||||||||||||||||||||||||
Contingent consideration - J.P. Turner | $ | 6,200 | Discounted cash flow | - Probability exceeding percentage threshold: 99.7% to 100.0% | ||||||||||||||||||||||||
- Present value factor: 0.71 to 0.95 | ||||||||||||||||||||||||||||
- Time until payments: 0.4 years to 2.4 years | ||||||||||||||||||||||||||||
Contingent consideration - Hatteras | $ | 28,310 | Discounted cash flow | - Projected earnings: $11.0 million to $17.3 million, December 31, 2016 and 2018, respectively | ||||||||||||||||||||||||
- Discounted rates based on the estimated weighted average cost of capital (WACC): 0.50 to 0.70 | ||||||||||||||||||||||||||||
Contingent consideration - StratCap | $ | 68,200 | Discounted cash flow | - Projected earn-out payments: EBITDA multiples for 2015 and 2016. | ||||||||||||||||||||||||
- Present value factor: 0.65 to 0.79 | ||||||||||||||||||||||||||||
- Probability adjustments: 25.0%, 50.0% and 25.0% for Low Case, Base Case and High Case, respectively. | ||||||||||||||||||||||||||||
Contingent consideration - First Allied and Cetera | $ | 4,568 | Discounted cash flow | - Revenue achievement | ||||||||||||||||||||||||
- WACC 20% | ||||||||||||||||||||||||||||
The following table presents information related to the Company’s investments that calculate NAV per share as of March 31, 2015. 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 fund | Investments in private equity funds | $ | 112 | $ | 7 | |||||||||||||||||||||||
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 financial instruments that are not measured at fair value on a recurring basis where the ending balance was carried at amortized cost as of March 31, 2015. | ||||||||||||||||||||||||||||
Fair Value | ||||||||||||||||||||||||||||
Carrying value | Level 1 | Level 2 | Level 3 | |||||||||||||||||||||||||
Convertible notes | $ | 62,786 | $ | — | $ | — | $ | 76,260 | ||||||||||||||||||||
Series B Preferred Stock | 147,849 | — | — | 116,392 | ||||||||||||||||||||||||
Series C Preferred Stock | 111,912 | — | — | 118,995 | ||||||||||||||||||||||||
First lien term facility | 548,819 | — | — | 547,239 | ||||||||||||||||||||||||
Second lien term facility | 147,962 | — | — | 148,125 | ||||||||||||||||||||||||
Promissory note (legal settlement) | 15,300 | — | 15,300 | — | ||||||||||||||||||||||||
Subordinated borrowings | 2,000 | — | — | 2,000 | ||||||||||||||||||||||||
First lien revolving facility | 23,000 | — | — | 23,000 | ||||||||||||||||||||||||
Total | $ | 1,059,628 | $ | — | $ | 15,300 | $ | 1,032,011 | ||||||||||||||||||||
The following table presents information about the carrying values and fair values by fair value hierarchy for financial instruments that are not measured at fair value on a recurring basis where the ending balance was carried at amortized cost as of December 31, 2014. | ||||||||||||||||||||||||||||
Fair Value | ||||||||||||||||||||||||||||
Carrying value | Level 1 | Level 2 | Level 3 | |||||||||||||||||||||||||
Convertible notes | $ | 61,632 | $ | — | $ | — | $ | 78,005 | ||||||||||||||||||||
Series B Preferred Stock | 146,700 | — | — | 117,367 | ||||||||||||||||||||||||
Series C Preferred Stock | 111,288 | — | — | 136,242 | ||||||||||||||||||||||||
First lien term facility | 555,700 | — | — | 530,491 | ||||||||||||||||||||||||
Second lien term facility | 147,903 | — | — | 142,500 | ||||||||||||||||||||||||
Promissory note (legal settlement) | 15,300 | — | 15,300 | — | ||||||||||||||||||||||||
Subordinated borrowings | 2,000 | — | — | 2,000 | ||||||||||||||||||||||||
Total | $ | 1,040,523 | $ | — | $ | 15,300 | $ | 1,006,605 | ||||||||||||||||||||
The fair value of the convertible notes, the Company’s 11% Series B Preferred Stock, $0.001 par value per share (“Series B Preferred Stock”) and the Company’s 7% Series C Convertible Preferred Stock, $0.001 par value per share (“Series C Preferred Stock”) were determined by an independent valuation company and reviewed by the Company. The fair value of the convertible notes, the Series B Preferred Stock and the Series C Preferred Stock as of March 31, 2015 was determined using inputs such as conversion price, conversion period, equity volatility, risk-free rate, credit spread, and discount rate. The convertible notes, the Series B Preferred Stock and the Series C 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 March 31, 2015, the first and second lien term debt facilities and the senior secured first lien revolving credit facility were classified as Level 3 of the fair value hierarchy due to a lack of adequate observable market activity related to these financial instruments. The promissory note, which was entered into in the fourth quarter of 2014 between the Company and American Realty Capital Properties, Inc. (“ARCP”), has been classified as Level 2 in the Company’s fair value hierarchy. | ||||||||||||||||||||||||||||
The carrying value of accounts receivable and notes receivable approximates the fair value as they have limited credit risk and short-term maturities. Therefore, customer and notes receivables are classified as Level 2 in the non-recurring fair value hierarchy. | ||||||||||||||||||||||||||||
Goodwill and intangible assets established upon each acquisition were fair valued and were classified as Level 3 in the non-recurring fair value hierarchy. See Note 7 for more information. |
AvailableforSale_Securities
Available-for-Sale Securities | 3 Months Ended | |||||||||||||||||||||||||||
Mar. 31, 2015 | ||||||||||||||||||||||||||||
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 for the three months ended March 31, 2015 (in thousands): | ||||||||||||||||||||||||||||
For the three months ended March 31, 2015 | ||||||||||||||||||||||||||||
Fair value at December 31, 2014 | Purchases(1) | Sales | Realized Gains/ (Losses) | Unrealized Gains/ (Losses) | Fair value at March 31, 2015 | Cost | ||||||||||||||||||||||
Mutual funds | $ | 11,473 | $ | 26 | $ | (8,780 | ) | $ | (368 | ) | $ | 440 | $ | 2,791 | $ | 2,561 | ||||||||||||
_____________________ | ||||||||||||||||||||||||||||
(1) Includes $0.03 million of purchases under dividend reinvestment programs. | ||||||||||||||||||||||||||||
The following table presents information about the Company’s available-for-sale securities for the three months ended March 31, 2014 (amounts in thousands): | ||||||||||||||||||||||||||||
For the three months ended March 31, 2014 | ||||||||||||||||||||||||||||
Fair value at December 31, 2013 | Purchases(1) | Sales | Realized Gains/ (Losses) | Unrealized Gains/ (Losses) | Fair value at March 31, 2014 | Cost | ||||||||||||||||||||||
Mutual funds | $ | 8,528 | $ | 137 | $ | (3,000 | ) | $ | (91 | ) | $ | 744 | $ | 6,318 | $ | 6,084 | ||||||||||||
_____________________ | ||||||||||||||||||||||||||||
(1) Includes $0.14 million of purchases under dividend reinvestment programs. | ||||||||||||||||||||||||||||
The Company’s basis on which the cost of security sold or the amount reclassified out of accumulated other comprehensive income into earnings is determined using specific identification. The Company did not recognize any other-than-temporary impairments for the three months ended March 31, 2015 and March 31, 2014. |
Accounts_and_Notes_Receivable
Accounts and Notes Receivable | 3 Months Ended | |||||||||||||||||||||||
Mar. 31, 2015 | ||||||||||||||||||||||||
Receivables [Abstract] | ||||||||||||||||||||||||
Accounts and Notes Receivable | Accounts and Notes Receivable | |||||||||||||||||||||||
Accounts Receivable | ||||||||||||||||||||||||
The Company’s accounts receivable consist of the following as of March 31, 2015 and December 31, 2014: | ||||||||||||||||||||||||
31-Mar-15 | 31-Dec-14 | |||||||||||||||||||||||
Fees and commissions receivable | $ | 96,167 | $ | 86,193 | ||||||||||||||||||||
Reimbursable expenses receivable | 23,829 | 20,922 | ||||||||||||||||||||||
Receivable from customers | 16,626 | 17,224 | ||||||||||||||||||||||
Investment banking fees receivable | 11,284 | 12,430 | ||||||||||||||||||||||
Receivables from brokers, dealers, clearing organizations and other | 37,017 | 33,865 | ||||||||||||||||||||||
Due from RCAP Holdings and other related parties | 3,956 | 2,255 | ||||||||||||||||||||||
Total | $ | 188,879 | $ | 172,889 | ||||||||||||||||||||
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 three months ended March 31, 2015 and the year ended December 31, 2014, were as follows (in thousands): | ||||||||||||||||||||||||
31-Mar-15 | 31-Dec-14 | |||||||||||||||||||||||
Forgivable loans | Payback loans | Total | Forgivable loans | Payback loans | Total | |||||||||||||||||||
Beginning balance | $ | 23,075 | $ | 45,914 | $ | 68,989 | $ | 11,104 | $ | 2,166 | $ | 13,270 | ||||||||||||
Originated and acquired loans | 2,297 | 4,861 | 7,158 | 16,747 | 52,200 | 68,947 | ||||||||||||||||||
Collections | (414 | ) | (1,936 | ) | (2,350 | ) | (1,672 | ) | (8,805 | ) | (10,477 | ) | ||||||||||||
Forgiveness | (2,254 | ) | — | (2,254 | ) | (8,329 | ) | 298 | (8,031 | ) | ||||||||||||||
Accretion | 1,131 | 66 | 1,197 | 5,368 | 402 | 5,770 | ||||||||||||||||||
Allowance | 47 | (27 | ) | 20 | (143 | ) | (347 | ) | (490 | ) | ||||||||||||||
Ending balance | $ | 23,882 | $ | 48,878 | $ | 72,760 | $ | 23,075 | $ | 45,914 | $ | 68,989 | ||||||||||||
The following table presents the Company’s allowance for uncollectible amounts due from financial advisors for the three months ended March 31, 2015 and the year ended December 31, 2014 (in thousands): | ||||||||||||||||||||||||
31-Mar-15 | 31-Dec-14 | |||||||||||||||||||||||
Forgivable loans | Payback loans | Total | Forgivable loans | Payback loans | Total | |||||||||||||||||||
Beginning balance | $ | 511 | $ | 403 | $ | 914 | $ | 368 | $ | 56 | $ | 424 | ||||||||||||
Provision for bad debt | 2 | 45 | 47 | 327 | 735 | 1,062 | ||||||||||||||||||
Charge off - net of recoveries | (49 | ) | (18 | ) | (67 | ) | (184 | ) | (388 | ) | (572 | ) | ||||||||||||
Total change | (47 | ) | 27 | (20 | ) | 143 | 347 | 490 | ||||||||||||||||
Ending balance | $ | 464 | $ | 430 | $ | 894 | $ | 511 | $ | 403 | $ | 914 | ||||||||||||
There was no change in the allowance for uncollectable amounts due from financial advisors for the three months ended March 31, 2014. |
Goodwill_and_Intangible_Assets
Goodwill and Intangible Assets | 3 Months Ended | |||||||||||||
Mar. 31, 2015 | ||||||||||||||
Goodwill and Intangible Assets Disclosure [Abstract] | ||||||||||||||
Goodwill and Intangible Assets | Goodwill and Intangible Assets | |||||||||||||
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): | ||||||||||||||
31-Mar-15 | 31-Dec-14 | |||||||||||||
Independent Retail Advice | $ | 492,779 | $ | 434,398 | ||||||||||
Wholesale Distribution | 22,871 | 22,871 | ||||||||||||
Investment Management | 15,348 | 15,348 | ||||||||||||
Investment Banking and Capital Markets | 45,989 | 45,989 | ||||||||||||
Corporate and Other | 755 | 755 | ||||||||||||
Total goodwill | $ | 577,742 | $ | 519,361 | ||||||||||
The following table presents the carrying amount of goodwill as of March 31, 2015 by acquisition (in thousands): | ||||||||||||||
Total goodwill, as of December 31, 2013 | $ | 79,986 | ||||||||||||
Cetera acquisition | 290,262 | |||||||||||||
Summit acquisition | 23,891 | |||||||||||||
J.P. Turner acquisition | 13,579 | |||||||||||||
Hatteras acquisition | 15,348 | |||||||||||||
ICH acquisition | 26,680 | |||||||||||||
StratCap acquisition | 22,871 | |||||||||||||
Trupoly acquisition | 755 | |||||||||||||
Docupace acquisition (preliminary) | 45,989 | |||||||||||||
Total goodwill, as of December 31, 2014 | $ | 519,361 | ||||||||||||
VSR acquisition (preliminary) | 36,562 | |||||||||||||
Girard acquisition (preliminary) | 19,916 | |||||||||||||
Cetera acquisition (see Note 2) | 1,903 | |||||||||||||
Total goodwill, as of March 31, 2015 | $ | 577,742 | ||||||||||||
Intangible Assets | ||||||||||||||
The components of intangible assets as of March 31, 2015 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 | $ | 1,053,156 | $ | 70,782 | $ | 982,374 | |||||||
Sponsor relationships | 8 | 113,000 | 7,325 | 105,675 | ||||||||||
Trade names | 29 | 65,192 | 2,272 | 62,920 | ||||||||||
Investment management agreements | 12 | 47,390 | 2,950 | 44,440 | ||||||||||
Customer relationships | 11 | 20,686 | 1,947 | 18,739 | ||||||||||
Internally developed software and technologies | 6 | 22,542 | 1,869 | 20,673 | ||||||||||
Intellectual property | 8 | 10,642 | 1,143 | 9,499 | ||||||||||
Non-competition agreements | 3 | 9,648 | 6,973 | 2,675 | ||||||||||
Distribution networks | 39 | 3,210 | 50 | 3,160 | ||||||||||
Total finite-lived intangible assets | $ | 1,345,466 | $ | 95,311 | $ | 1,250,155 | ||||||||
The components of intangible assets as of December 31, 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 | $ | 1,019,353 | $ | 52,070 | $ | 967,283 | |||||||
Sponsor relationships | 9 | 113,000 | 4,186 | 108,814 | ||||||||||
Trade names | 29 | 65,192 | 1,638 | 63,554 | ||||||||||
Investment management agreements | 12 | 47,390 | 1,966 | 45,424 | ||||||||||
Customer relationships | 11 | 20,686 | 1,473 | 19,213 | ||||||||||
Internally developed software and technologies | 7 | 22,510 | 779 | 21,731 | ||||||||||
Intellectual property | 9 | 10,642 | 849 | 9,793 | ||||||||||
Non-competition agreements | 2 | 9,648 | 5,136 | 4,512 | ||||||||||
Distribution networks | 40 | 3,210 | 9 | 3,201 | ||||||||||
Total finite-lived intangible assets | $ | 1,311,631 | $ | 68,106 | $ | 1,243,525 | ||||||||
Total amortization expense for finite-lived intangible assets was $27.2 million for the three months ended March 31, 2015. Total amortization expense for finite-lived intangible assets was $1.8 million for the three months ended March 31, 2014. Future amortization expense is estimated as follows (in thousands): | ||||||||||||||
Twelve Months Ended March 31, | ||||||||||||||
2016 | $ | 104,253 | ||||||||||||
2017 | 103,164 | |||||||||||||
2018 | 103,065 | |||||||||||||
2019 | 102,894 | |||||||||||||
2020 | 101,252 | |||||||||||||
Thereafter | 735,527 | |||||||||||||
Total | $ | 1,250,155 | ||||||||||||
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 or in the first three months of 2015. The results of these acquisitions are broadly consistent with their original expectations. As a result, the carrying value of goodwill and intangible assets as of March 31, 2015 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 | 3 Months Ended | |||||||||||
Mar. 31, 2015 | ||||||||||||
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. During the three months ended March 31, 2015, the Company repaid $7.2 million of the senior secured first lien term loan facility as a regularly scheduled principal repayment. | ||||||||||||
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 senior secured first lien revolving credit facility are expected to be used for permitted capital expenditures, to provide for the ongoing working capital requirements and for general corporate purposes. | ||||||||||||
As of March 31, 2015, $23.0 million was outstanding under the senior secured first lien revolving credit facility (not including a backstop letter of credit). The senior secured first lien revolving credit facility has an interest rate equal to the prime rate plus 4.50% per annum, which may be reduced to 4.25% if the First Lien Leverage Ratio (as defined in the Bank Facilities) is less than or equal to 1.25 to 1.00, and the principal balance outstanding of the senior secured first lien revolving credit facility matures on April 29, 2017. On July 21, 2014, the Company utilized $1.1 million from the senior secured first lien revolving credit facility in the form of a backstop letter of credit. As of December 31, 2014, no amounts were outstanding under the senior secured first lien revolving facility (other than the 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, which conversion price is subject to anti-dilution adjustments upon the occurrence of certain events and transactions. | ||||||||||||
The Company 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. | ||||||||||||
On December 4, 2014, the Company issued a $15.3 million two-year promissory note bearing interest at a rate of 8% per annum pursuant to the terms of a litigation settlement. The principal amount of the promissory note is due in three payments of $7.7 million, $3.8 million and $3.8 million on March 31, 2016, September 30, 2016 and March 31, 2017, respectively. See Note 16 for more information. | ||||||||||||
The following table presents the Company’s long-term borrowings as of March 31, 2015 and December 31, 2014 and their contractual interest rates (dollars in thousands): | ||||||||||||
March 31, 2015 | December 31, 2014 | |||||||||||
Balance | Interest Rate | Balance | Interest Rate | |||||||||
First lien term facility | $ | 548,819 | 6.50% | $ | 555,700 | 6.50% | ||||||
Second lien term facility | 147,962 | 10.50% | 147,903 | 10.50% | ||||||||
Convertible notes(1) | 77,906 | 5.00% | 83,508 | 5.00% | ||||||||
First lien revolving facility | 23,000 | 7.75% | — | —% | ||||||||
Promissory note | 15,300 | 8.00% | 15,300 | 8.00% | ||||||||
Subordinated borrowings | 2,000 | 8.25% | 2,000 | 8.25% | ||||||||
Total borrowings | 814,987 | 804,411 | ||||||||||
Less: Current portion of borrowings | 60,504 | 43,891 | ||||||||||
Total long-term debt, net of current portion | $ | 754,483 | $ | 760,520 | ||||||||
_____________________ | ||||||||||||
(1) The Company’s convertible notes balance includes the fair value of the compound derivative of $15.1 million and $21.9 million as of March 31, 2015 and December 31, 2014, respectively. | ||||||||||||
The following table presents the contractual maturities of long-term debt, net of the current portion as of March 31, 2015 (in thousands): | ||||||||||||
Twelve Months Ended March 31, | ||||||||||||
2017 | $ | 65,150 | ||||||||||
2018 | 109,252 | |||||||||||
2019 | 352,189 | |||||||||||
2020 | — | |||||||||||
Thereafter | 270,000 | |||||||||||
Long-term portion of the original issue discount | (57,228 | ) | ||||||||||
Fair value of embedded derivative | 15,120 | |||||||||||
Total long-term debt, net of current portion | $ | 754,483 | ||||||||||
The following table presents the scheduled contractual maturities of the current portion of long-term debt as of March 31, 2015 (in thousands): | ||||||||||||
30-Jun-15 | $ | 14,375 | ||||||||||
30-Sep-15 | 14,375 | |||||||||||
31-Dec-15 | 14,375 | |||||||||||
31-Mar-16 | 24,025 | |||||||||||
Short-term portion of the original issue discount | (6,646 | ) | ||||||||||
Total current portion of long-term debt | $ | 60,504 | ||||||||||
On January 9, 2015, the Company issued a letter of credit in the amount of $0.1 million on behalf of First Allied. The letter of credit was issued to the lessor on a lease entered into by First Allied. |
Derivative_Contracts
Derivative Contracts | 3 Months Ended |
Mar. 31, 2015 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Derivative contracts | Derivative Contracts |
During the second quarter of 2014, the Company entered into a series of contemporaneous transactions 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 Series A Preferred Stock (“hybrid instruments”). | |
The embedded derivative contracts’ features require separate accounting as derivative instruments; therefore, the issuance proceeds for the convertible note and Series A 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 operations. | |
On November 18, 2014 and December 12, 2014, a portion of the Series A Preferred Stock was submitted for conversion, and on December 10, 2014, December 19, 2014 and February 23, 2015, shares of Class A common stock were issued on account of such conversions. Accordingly, the bifurcated derivatives associated with the converted Series A Preferred Stock were adjusted to their fair value on the date of each submission for conversion, with the changes in fair value reflected in other revenues in the consolidated statements of operations. The bifurcated derivatives associated with the converted Series A Preferred Stock were then written off against additional paid-in capital. | |
On December 19, 2014, the remaining Series A Preferred Stock was exchanged for Series B Preferred Stock and Series C Preferred Stock. Accordingly, the bifurcated derivatives associated with the remaining Series A Preferred Stock were adjusted to their fair value as measured on the date of the exchange, with the change in fair value reflected in other revenues in the consolidated statements of operations. The remaining bifurcated derivatives associated with the Series A Preferred Stock, which were exchanged, were written off against additional paid-in capital. | |
The Series B Preferred Stock and Series C Preferred Stock also have embedded derivative contracts features that require separate accounting as derivative instruments. These derivative contracts are carried at their fair value with changes in fair value reflected in other revenues in the consolidated statements of operations. | |
Put/Call | |
On April 29, 2014, the Company entered into a put/call agreement with affiliates of Luxor Capital Group LP (collectively with its affiliates, “Luxor”), which was amended on December 19, 2014 in connection with the exchange of Series A Preferred Stock for Series B Preferred Stock and Series C Preferred Stock. Under this agreement, subject to certain conditions, (i) the Company has the right to repurchase Luxor’s interest in RCS Capital Management, which is currently 19.46% (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 Series C Preferred Stock). | |
The put/call agreement also provides that the Members may elect to purchase all 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 will be required to purchase the Luxor percentage interest under the same terms. As of March 31, 2015 and December 31, 2014, the fair value of the put right was approximately $11.3 million and $11.6 million, respectively, and was recorded in derivative contracts in the consolidated statements of financial condition. As of March 31, 2015, the call right did not have any value. The Company recorded a gain of approximately $0.3 million for the three months ended March 31, 2015 related to the put right in other revenues in the consolidated statements of operations. | |
Embedded derivatives related to the preferred stock and convertible notes | |
The Series B Preferred Stock is not convertible but includes an option for the Company to call the instrument in connection with a consolidation or merger of our company with one or more entities that are not its affiliates which results in a Change of Control (as defined in the Series B COD) and as a result of which the Company is not the surviving entity that is considered an embedded derivative that is not clearly and closely related to the host instrument. As a result, this feature must be bifurcated and accounted for as a separate compound derivative. As of the issuance date, December 31, 2014 and March 31, 2015, the compound derivative had no value. | |
The Series C Preferred Stock is convertible, at the option of the holder, 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 March 31, 2015 and December 31, 2014, the fair value of the compound derivative was approximately $53.0 million and $69.4 million, respectively, and was recorded in derivative contracts in the consolidated statements of financial condition. The Company adjusts the carrying value of the compound derivative to fair value at each reporting date, or the date of conversion, and recognizes the change in fair value in the consolidated statements of operations. The Company recorded a gain of approximately $16.3 million for the three months ended March 31, 2015 in other revenues in the consolidated statements of operations as a result of the change in fair value of the derivatives embedded in the Series C Preferred Stock. | |
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 March 31, 2015 and December 31, 2014, the fair value of the compound derivative was approximately $15.1 million and $21.9 million, respectively, 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, or the date of conversion, and recognizes the change in fair value in the statements of operations. The Company recorded a gain of approximately $6.8 million for the three months ended March 31, 2015 in other revenues in the consolidated statements of operations as a result of the change in fair value of the derivatives embedded in the convertible notes. |
Preferred_Stock
Preferred Stock | 3 Months Ended | ||||
Mar. 31, 2015 | |||||
Equity [Abstract] | |||||
Preferred Stock | Preferred Stock | ||||
Series A Preferred Stock. On April 29, 2014, the Company issued 14,657,980 shares of Series A Preferred Stock to affiliates of Luxor in a private placement. The shares of Series A Preferred Stock were 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 was not paid in cash on the dividend payment date. The shares of Series A Preferred Stock were convertible, at the option of the holders of the Series A 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 exceeded 2.5 times the fixed conversion price, or $50.65, and at least $10.0 million of Class A common stock was traded each day for 30 consecutive days at any time after the first two years from the issuance date of the Series A Preferred Stock, then the Company may have required the holders to convert the Series A Preferred Stock into shares of Class A common stock at the same price as set forth above. Accrued and unpaid dividends on the Series A Preferred Stock were also entitled to the same liquidation preference and were convertible into additional shares of Class A common stock on the same terms as actual shares of Series A Preferred Stock. | |||||
Exchange and Conversion of Outstanding Series A Preferred Stock. During the period April 29, 2014 through December 19, 2014, Luxor elected to convert 3,073,553 shares of Series A Preferred Stock into 5,405,601 shares of Class A common stock. On December 19, 2014 the Company exchanged the remaining 11,584,427 shares of Series A Preferred Stock for 5,800,000 shares of Series B Preferred Stock and 4,400,000 shares of Series C Preferred Stock. $3.0 million of accrued and unpaid dividends on Series A Preferred Stock through December 12, 2014, the date of submission for conversion, were proportionately added to the amount of dividends due on the Series B Preferred Stock and the Series C Preferred Stock on January 12, 2015, the first dividend payment date. | |||||
Series B Preferred Stock. On December 19, 2014, the Company issued 5,800,000 of Series B Preferred Stock to affiliates of Luxor. If paid in cash, dividends on shares of Series B Preferred Stock accrue quarterly at 11.00% per annum of the liquidation preference. To the extent a quarterly dividend is not paid in cash on the applicable dividend payment date, then such dividend not paid in cash for such period will accrue at 12.50% per annum of the liquidation preference. | |||||
The initial liquidation preference of shares of Series B Preferred Stock was $25.00 per share. Any dividends that are not paid in cash on an applicable dividend payment date are automatically added to the aggregate liquidation preference on such applicable dividend payment date. | |||||
The holders of Series B Preferred Stock have no conversion rights. | |||||
At any time prior to June 12, 2016, the Company has the right to redeem all (and not less than all) of the outstanding shares of Series B Preferred Stock for cash at a redemption price equal to the aggregate liquidation preference plus accrued and unpaid dividends from the date immediately following the immediately preceding dividend payment date to the date of redemption. | |||||
Starting on December 12, 2022, the Company will have a right to redeem, and holders of shares of Series B Preferred Stock will have a right to cause the Company to redeem, all or a part of the outstanding shares of Series B Preferred Stock for cash at a redemption price equal to the aggregate liquidation preference plus accrued and unpaid dividends from the date immediately following the immediately preceding dividend payment date to the date of redemption. If any redemption by the Company would result in less than $35.0 million in aggregate liquidation preference of Series B Preferred Stock remaining outstanding, then the Company will be required to redeem all (and not less than all) of the outstanding shares of Series B Preferred Stock. | |||||
The shares of Series B Preferred Stock are also redeemable in connection with a consolidation or merger of the Company with one or more entities that are not its affiliates which results in a change of control and as a result of which the Company is not the surviving entity. | |||||
The Series B Preferred Stock ranks pari passu with the Series C Preferred Stock. | |||||
In the event of (A) a dissolution or winding up of our company, whether voluntary or involuntary, (B) a consolidation or merger of the Company with and into one or more entities which are not our affiliates which results in a change of control, or (C) a sale or transfer of all or substantially all of the Company’s assets other than to an affiliate of the Company, before any payment or distribution of the assets of the Company (whether capital or surplus) shall be made to or set apart for the holders of equity securities junior to the Series B Preferred Stock, the holders of shares of Series B Preferred Stock are entitled (subject to the redemption rights of such holders in connection with a consolidation or merger of the Company with one or more entities that are not its affiliates which results in a change of control and as a result of which our company is not the surviving entity) to receive an amount equal to the liquidation preference plus an amount equal to all accrued and unpaid dividends from the date immediately following the immediately preceding dividend payment date to the date of the final distribution to such holder. | |||||
The terms of the Series B Preferred Stock set forth in the related certificate of designation include voting rights relating to the issuance of additional preferred securities, amending the provisions of the related certificate of designation, affiliate transactions and the incurrence of indebtedness. | |||||
During the three months ended March 31, 2015 and the date of issuance to December 31, 2014, the Company accrued $4.1 million and $0.8 million, respectively, in dividends on its Series B Preferred Stock. On April 10, 2015 and January 12, 2015, the liquidation preference of the Series B Preferred Stock was increased by $4.6 million and $2.8 million, respectively, to reflect the accrued and unpaid dividends. The increase on January 12, 2015 included the portion of the accrued and unpaid dividends of $3.0 million on the Series A Preferred Stock allocated to the Series B Preferred Stock. Since the quarterly dividends were not paid in cash on the dividend payment dates, the 12.5% dividend rate was applicable. | |||||
The following table presents the change in the carrying value of the Series B Preferred Stock during three months ended March 31, 2015 (in thousands): | |||||
Balance, December 31, 2014 (includes $1,700 of accrued and unpaid dividends on the Series A Preferred Stock allocated to the Series B Preferred Stock on the date of issuance) | $ | 146,700 | |||
Dividends paid-in-kind | 1,149 | ||||
Balance, March 31, 2015 | $ | 147,849 | |||
Series C Preferred Stock. On December 19, 2014, the Company issued 4,400,000 of Series C Preferred Stock to affiliates of Luxor. If paid in cash, dividends on shares of Series C Preferred Stock accrue quarterly at 7.00% per annum of the liquidation preference. To the extent a quarterly dividend is not paid in cash on the applicable dividend payment date, then such dividend not paid in cash for such period will accrue at 8.00% per annum of the liquidation preference. | |||||
The initial liquidation preference of shares of Series C Preferred Stock was $25.00 per share. Any dividends that are not paid in cash on an applicable dividend payment date are automatically added to the aggregate liquidation preference on such applicable dividend payment date. | |||||
The shares of Series C Preferred Stock are convertible, at the option of the holders of the Series C Preferred Stock, into shares of Class A common stock, at $13.00, which conversion price is subject to anti-dilution adjustments upon the occurrence of certain events and transactions. If both the one-day VWAP and the daily closing price of Class A common stock for the prior 30 consecutive trading days exceeds $50.66 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 Series C Preferred Stock, then the Company may require the holders to convert the Series C Preferred Stock into shares of Class A common stock at the same price as set forth above. | |||||
The following limitations on the ownership of Class A common stock are contained in the certificate of designation related to the Series C Preferred Stock. | |||||
At any time when a holder of Series C Preferred Stock then beneficially owns 9.9% or less, but greater than 4.9%, of the shares of Class A common stock outstanding, in no event will such holder be allowed to accept shares of Class A common stock issuable upon conversion of Series C Preferred Stock that, when taken together with the shares of Class A common stock otherwise beneficially owned, collectively exceeds 9.9% of the shares of Class A common stock outstanding on the trading day immediately preceding the election to convert such Series C Preferred Stock. This ownership limitation can be waived by any holder of Series C Preferred Stock on 65 days prior written notice to the Company. | |||||
At any time when a holder of Series C Preferred Stock then beneficially owns 4.9% or less of the shares of Class A common stock outstanding, in no event will such holder be allowed to accept shares of Class A common stock obtained upon conversion of Series C Preferred Stock that, when taken together with the shares of Class A common stock otherwise held, collectively exceeds 4.9% of the shares of Class A common stock outstanding on the trading day immediately preceding the election to convert such Series C Preferred Stock. This ownership limitation can be waived by any holder of Series C Preferred Stock on 65 days prior written notice to the Company. | |||||
In no event will a holder of Series C Preferred Stock be allowed to accept shares of Class A common stock issuable upon conversion of Series C Preferred Stock that would result in that holder owning an aggregate number of shares of Class A common stock, when taken together with any other shares of Class A common stock then held by such holder and persons aggregated with such holder under the rules of the FINRA, in excess of 24.9% of the shares of Class A common stock outstanding on the trading day immediately preceding the election to convert such Series C Preferred Stock, unless such ownership of shares of Class A common stock in excess of 24.9% is duly approved in advance by FINRA. | |||||
The ownership limitations described above are identical to the limitations contained in the indenture governing the convertible notes and the put/call agreement governing Luxor’s right to exchange its membership interest in RCS Capital Management for shares of Class A common stock. | |||||
Starting on December 12, 2022, the Company will have a right to redeem, and holders of shares of Series C Preferred Stock will have a right to cause the Company to redeem, all or a part of the outstanding shares of Series C Preferred Stock for cash at a redemption price equal to the aggregate liquidation preference plus accrued and unpaid dividends from the date immediately following the immediately preceding dividend payment date to the date of redemption. If any redemption by the Company would result in less than $35.0 million in aggregate liquidation preference of Series C Preferred Stock remaining outstanding, then the Company will be required to redeem all (and not less than all) of the outstanding shares of Series C Preferred Stock. | |||||
The shares of Series C Preferred Stock are also redeemable in connection with a consolidation or merger of the Company with one or more entities that are not its affiliates which results in a change of control and as a result of which the Company is not the surviving entity. | |||||
The Series C Preferred Stock ranks pari passu with the Series B Preferred Stock. | |||||
In the event of (A) a dissolution or winding up of our company, whether voluntary or involuntary, (B) a consolidation or merger of the Company with and into one or more entities which are not our affiliates which results in a change of control, or (C) a sale or transfer of all or substantially all the Company’s assets other than to an affiliate of the Company, before any payment or distribution of the assets of the Company (whether capital or surplus) shall be made to or set apart for the holders of equity securities junior to the Series C Preferred Stock, the holders of shares of Series C Preferred Stock are entitled (subject to the redemption rights of such holders in connection with a consolidation or merger of the Company with one or more entities that are not its affiliates which results in a change of control and as a result of which our company is not the surviving entity) to receive an amount equal to the greater of: (i) the liquidation preference plus an amount equal to all accrued and unpaid dividends from the date immediately following the immediately preceding dividend payment date to the date of the final distribution to such holder; and (ii) an amount per share of Series C Preferred Stock equal to the amount or consideration which would have been payable had each share of Series C Preferred Stock been converted into shares of Class A common stock. | |||||
The terms of the Series C Preferred Stock set forth in the related certificate of designation include voting rights relating to the issuance of additional preferred securities, amending the provisions of the related certificate of designation, affiliate transactions and the incurrence of indebtedness. | |||||
During the three months ended March 31, 2015 and the date of issuance to December 31, 2014, the Company accrued $2.0 million and $0.4 million, respectively, in dividends on its Series C Preferred Stock. Any dividends that are not paid in cash on an applicable dividend payment date are automatically added to the aggregate liquidation preference on such applicable dividend payment date. Accordingly, on April 10, 2015 and January 12, 2015, the liquidation preference of the Series C Preferred Stock was increased by $2.2 million and $1.9 million, respectively, to reflect the accrued and unpaid dividends. The increase on January 12, 2015 included the portion of the accrued and unpaid dividends of $3.0 million on the Series A Preferred Stock allocated to the Series C Preferred Stock. Since the quarterly dividends were not paid in cash on the dividend payment dates, the 8% dividend rate was applicable. | |||||
The following table presents the change in the carrying value of the Series C Preferred Stock during three months ended March 31, 2015 (in thousands): | |||||
Balance, December 31, 2014 (includes $1,288 of accrued and unpaid dividends on the Series A Preferred Stock allocated to the Series C Preferred Stock on the date of issuance) | $ | 111,288 | |||
Dividends paid-in-kind | 624 | ||||
Balance, March 31, 2015 | $ | 111,912 | |||
Stockholders_Equity
Stockholders' Equity | 3 Months Ended |
Mar. 31, 2015 | |
Equity [Abstract] | |
Stockholders' Equity | Stockholders’ Equity |
As of March 31, 2015, the Company had the following classes of common stock and non-controlling interests: | |
Class A common stock. 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 2014 Restructuring Transactions and pursuant to an existing exchange agreement, RCAP Holdings exchanged 23,999,999 Original Operating Subsidiaries Units for 23,999,999 shares of Class A common stock. | |
During the three months ended March 31, 2015 and March 31, 2014, the Company granted 1,314,097 and 1,817,238 shares, net of forfeited and retired grants, of its Class A common stock in the form of restricted stock awards under the RCAP Equity Plan (as defined below) and FA RSU Plan (as defined below). See Note 12 for more information. | |
On February 23, 2015, the Company issued 2,042,022 shares of its Class A common stock pursuant to the conversion of a portion of the Company’s outstanding Series A Preferred Stock. See Note 10 for more information. | |
In March 2015, the Company amended its agreement with J.P. Turner to settle the remaining contingent and deferred consideration for the J.P. Turner acquisition and issued 245,813 shares of Class A common stock. During the three months ended March 31, 2015, the Class A common stock issued as consideration in connection with the acquisitions of VSR and Girard was 2,436,429 shares and 549,529 shares, respectively. See Note 2 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. | |
Class B common stock. As of March 31, 2015, 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. Holders of Class B common stock have no economic rights (including no rights to dividends and distributions upon liquidation). | |
Docupace non-controlling interest. The non-controlling shareholder of Docupace participates equally with the Company in the economic benefits of the post combination entity. Accordingly, the Company included the appropriate portion of Docupace’s net assets and operating loss that it does not own in non-controlling interests on the consolidated statement of financial condition and the consolidated statements of operations, respectively. See Note 2 for more information. |
EquityBased_Compensation
Equity-Based Compensation | 3 Months Ended | |||||||||||||
Mar. 31, 2015 | ||||||||||||||
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) 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 following table details the restricted shares activity during the three months ended March 31, 2015: | ||||||||||||||
Shares of Restricted Common Stock | Weighted-Average Issue Price | Aggregate Value (in thousands) | Weighted-Average Vesting Period Remaining (years) | |||||||||||
Nonvested, December 31, 2014 | 2,276,713 | $ | 34.86 | $ | 79,375 | 3.09 | ||||||||
Granted | 1,652,082 | 11.25 | 18,586 | 4.16 | ||||||||||
Less: vested | 335,918 | 32.05 | 10,766 | N/A | ||||||||||
Less: forfeited | 199,989 | 38.92 | 7,784 | N/A | ||||||||||
Less: retired | 207,423 | 32.57 | 6,756 | N/A | ||||||||||
Nonvested, March 31, 2015 | 3,185,465 | $ | 22.81 | $ | 72,655 | 3.54 | ||||||||
During the three months ended March 31, 2015 and March 31, 2014, the Company recorded $3.9 million and $0.4 million, respectively, of stock-based compensation expenses pursuant to the RCAP Equity Plan which is included in internal commissions, payroll and benefits expense in the consolidated statements of operations. | ||||||||||||||
Restricted Stock Awards Granted by an Entity that was Previously a Related Party | ||||||||||||||
An entity that was previously 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. During the three months ended March 31, 2015 and March 31, 2014, the Company recorded $0.4 million and $2.3 million, respectively, of stock-based compensation expenses derived from these grants which are included in internal commissions, payroll and benefits expense in the consolidated statements of operations. | ||||||||||||||
The following table details the restricted shares activity related to restricted stock awards of an entity that was previously a related party granted to RCAP employees during the three months ended March 31, 2015: | ||||||||||||||
Shares of Restricted Common Stock of a Related Party | Weighted-Average Fair Value Per Share | Aggregate Value (in thousands) | Weighted-Average Vesting Period Remaining (years) | |||||||||||
Nonvested, December 31, 2014 | 368,625 | $ | 9.05 | $ | 3,335 | 2.83 | ||||||||
Granted | — | — | — | — | ||||||||||
Less: vested | 86,992 | 9.87 | 859 | N/A | ||||||||||
Less: forfeited | — | — | — | N/A | ||||||||||
Nonvested, March 31, 2015 | 281,633 | $ | 9.85 | $ | 2,774 | 2.58 | ||||||||
FA RSU Plan | ||||||||||||||
Restricted units were issued to certain employees under the First Allied Holdings 2013 Restricted Unit Plan (the “FA RSU Plan”) to provide for the grant of phantom stock in connection with the acquisition of First Allied by RCAP Holdings. During the three months ended March 31, 2015, the company issued 69,427 shares to settle a portion of the restricted units issued under the FA RSU Plan. During the three months ended March 31, 2015 and March 31, 2014, the Company recorded $0.4 million and $0.7 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 operations. As of March 31, 2015, 161,680 nonvested restricted units were outstanding under the FA RSU Plan. | ||||||||||||||
2014 Stock Purchase Program | ||||||||||||||
Select employees, financial advisors and executive officers of the Company and its affiliates and of certain subsidiaries of the Company were eligible to participate in the 2014 Stock Purchase Program pursuant to which participants purchased shares of Class A common stock and were automatically granted one warrant to purchase one share of Class A common stock for each three shares purchased, at an exercise price equal to the purchase price per share purchased. | ||||||||||||||
The following table details the warrant activity during the three months ended March 31, 2015: | ||||||||||||||
Warrants | Weighted-Average Fair Value Per Warrant | Aggregate Value (in thousands) | Weighted-Average Vesting Period Remaining (years) | |||||||||||
Nonvested, December 31, 2014 | 395,417 | $ | 3.42 | $ | 1,352 | 2.85 | ||||||||
Issued | — | — | — | — | ||||||||||
Less: vested | — | — | — | N/A | ||||||||||
Less: forfeited | — | — | — | N/A | ||||||||||
Nonvested, March 31, 2015 | 395,417 | $ | 3.42 | $ | 1,352 | 2.6 | ||||||||
For the three months ended March 31, 2015, the Company recorded $0.1 million to internal commissions, payroll and benefits in the consolidated statements of operations for expenses derived from the 2014 Stock Purchase Program. The Company did not incur expenses pursuant to the 2014 Stock Purchase Program during the three months ended March 31, 2014. |
Income_Taxes
Income Taxes | 3 Months Ended |
Mar. 31, 2015 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes |
As of March 31, 2015 and December 31, 2014, the Company had a net deferred tax liability of $269.3 million and $266.2 million, respectively, primarily related to intangible assets as a result of the purchase price accounting from the recent acquisitions. | |
For the three months ended March 31, 2015, the effective tax rate was 31.40%. | |
The Company believes that, as of March 31, 2015, it had no material uncertain tax positions. Interest and penalties relating to unrecognized tax expenses (benefits) are recognized in income tax expense, when applicable. There was no liability for interest or penalties accrued as of March 31, 2015. | |
The Company files 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 to 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 | 3 Months Ended | ||||||||||
Mar. 31, 2015 | |||||||||||
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, nonvested restricted shares of Class A common stock, shares issuable under the second and third tranches of the FA RSU Plan, Series B Preferred Stock and Series C Preferred Stock, each of which contains non-forfeitable rights to dividends, are considered participating securities. Other potentially dilutive common shares including incremental restricted shares and warrants 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 Series C Preferred Stock as calculated under the if-converted method and shares contingently issuable as consideration for certain recent acquisitions are considered when calculating diluted EPS. | |||||||||||
The following tables present the calculation of basic and diluted earnings per share for the three months ended March 31, 2015 and 2014 (in thousands, except share and per share data): | |||||||||||
Three Months Ended March 31, 2015 | |||||||||||
Income (Numerator) | Weighted Average Shares (Denominator)(2) | Per Share Amount | |||||||||
Net loss attributable to Class A common stockholders (1) | $ | (20,756 | ) | 71,129,912 | $ | (0.29 | ) | ||||
Basic earnings: | |||||||||||
Net loss attributable to Class A common stockholders | $ | (20,756 | ) | 71,129,912 | $ | (0.29 | ) | ||||
Effect of dilutive securities: | |||||||||||
Series C Preferred Stock(3) | (14,183 | ) | 8,758,912 | (0.15 | ) | ||||||
Convertible notes(4) | (4,935 | ) | 5,665,722 | (0.03 | ) | ||||||
Diluted earnings: | |||||||||||
Net loss attributable to Class A common stockholders | $ | (39,874 | ) | 85,554,546 | $ | (0.47 | ) | ||||
_____________________ | |||||||||||
(1) Included in net loss attributable to Class A common stock are dividends of $4.1 million accrued in respect of the Series B Preferred Stock stockholders, $2.0 million accrued in respect of the Series C Preferred Stock stockholders and increases to the dividends accrued during the three months ended December 31, 2014 since the quarterly dividends were not paid in cash on the dividend payment dates. See Note 10 for more information. | |||||||||||
(2) 2,042,022 shares of Class A common stock issued on February 23, 2015 pursuant to the submission for conversion of Series A preferred stock on December 12, 2014 are included in the weighted average shares outstanding assuming issuance on the date of submission for conversion. | |||||||||||
(3) Income attributable to the Series C Preferred Stock for the three months ended March 31, 2015 includes $16.3 million recorded in other revenues in the consolidated statements of operations as a result of the change in fair value of the derivatives embedded in the Series C Preferred Stock and $2.2 million recorded in preferred dividends in the consolidated statements of operations. | |||||||||||
(4) Income attributable to the convertible notes for the three months ended March 31, 2015 includes $6.8 million recorded in other revenues in the consolidated statements of operations as a result of the change in fair value of the derivatives embedded in the convertible notes and $1.8 million recorded in interest expense in the consolidated statements of operations. The interest expense included in the income attributable to convertible notes was adjusted using the Company’s effective tax rate. | |||||||||||
Three Months Ended March 31, 2014 | |||||||||||
Income (Numerator) | Weighted Average Shares (Denominator)(1) | Per Share Amount | |||||||||
Net income attributable to Class A common stockholders | $ | 3,285 | 26,831,762 | 0.12 | |||||||
Allocation of earnings to participating securities: | |||||||||||
Allocation of earnings to RSU holders | (327 | ) | — | (0.01 | ) | ||||||
Basic earnings: | |||||||||||
Net income attributable to Class A common stockholders | $ | 2,958 | 26,831,762 | $ | 0.11 | ||||||
Effect of dilutive securities: | |||||||||||
Shares issuable to LTIP unit holders | 24 | 1,325,000 | — | ||||||||
Diluted earnings: | |||||||||||
Net income attributable to Class A common stockholders | $ | 2,982 | 28,156,762 | $ | 0.11 | ||||||
_____________________ | |||||||||||
(1) Basic and diluted earnings per share for the three months ended March 31, 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. | |||||||||||
For the three months ended March 31, 2015, the Company excluded the incremental restricted shares, shares issuable under the terms of Luxor’s put option, the second and third tranches of the FA RSU plan, shares contingently issuable as consideration for certain recent acquisitions and outstanding warrants issued under the 2014 Stock Purchase Program from the calculation of diluted earnings per share as the effects were antidilutive. For the three months ended March 31, 2014 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 | 3 Months Ended |
Mar. 31, 2015 | |
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. | |
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. | |
As of March 31, 2015 and December 31, 2014, the Company had no significant accounts receivable concentrations with any of its counterparties. |
Commitments_and_Contingencies
Commitments and Contingencies | 3 Months Ended | |||
Mar. 31, 2015 | ||||
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 $3.2 million and $1.1 million for the three months ended March 31, 2015 and 2014, respectively. The following table shows the future annual minimum rental payments due (in thousands): | ||||
Twelve Months Ended March 31, | ||||
2016 | $ | 11,910 | ||
2017 | 10,591 | |||
2018 | 9,027 | |||
2019 | 7,468 | |||
2020 | 6,629 | |||
Thereafter | 21,953 | |||
Total | $ | 67,578 | ||
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): | ||||
Twelve Months Ended March 31, | ||||
2016 | $ | 10,386 | ||
2017 | 9,210 | |||
2018 | 6,567 | |||
2019 | 6,567 | |||
2020 | 6,567 | |||
Thereafter | 2,336 | |||
Total | $ | 41,633 | ||
Lines of credit — As of March 31, 2015, the Company had three lines of credit. The first line of credit pursuant to the Bank Facilities is for $25.0 million, and as of March 31, 2015, $23.0 million was outstanding. The second line of credit, which was acquired in the Cetera acquisition, is for $50.0 million with no maturity date and as of March 31, 2015, no amount was outstanding. The third line of credit, which was acquired in the ICH acquisition, is for $1.0 million with no maturity date and as of March 31, 2015, no amount was outstanding. See Note 8 for more information. | ||||
Private equity commitment — As of March 31, 2015, 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 and other matters, 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 March 31, 2015, the Company recorded legal reserves related to several matters of $9.1 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 operations. When there is indemnification or insurance, the Company may engage in defense or settlement and subsequently seek reimbursement for such matters. | ||||
There are several cases that are “reasonably possible” but for which we cannot provide a reasonable estimate. These generally are arbitrations or other matters brought against various broker-dealers now owned by the Company. | ||||
ARCP Litigation | ||||
On September 30, 2014, the Company entered into a definitive agreement to acquire Cole Capital Partners LLC and Cole Capital Advisors, Inc. (“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 a subsidiary of Cole Capital engaged Realty Capital Securities as its distribution agent for the three non-traded REITs for which it then served 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. The balance of the consideration would have been paid and Cole Capital would have been acquired by the Company at a second closing, which did not occur. | ||||
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, and served as the Company’s chief financial officer until December 2013. This individual 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. | ||||
On November 3, 2014, the Company announced that it had terminated the previously disclosed definitive agreement to acquire Cole Capital from ARCP OP. 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, (the “ARCP Action”) and, on November 12, 2014, ARCP issued a press release asserting that the Company’s termination of the agreement constituted a breach of contract. | ||||
On December 4, 2014, the Company entered into a binding term sheet with ARCP to settle the ARCP Action. Pursuant to the terms of the settlement, the Company paid ARCP a negotiated break-up fee consisting of a cash payment of $32.7 million and a $15.3 million, two-year promissory note bearing interest at a rate of 8% per annum, and ARCP dismissed with prejudice its lawsuit against the Company and, accordingly, the acquisition of Cole Capital did not proceed. The promissory note is recorded in long-term debt on the consolidated statements of financial condition, and the principal amount of the promissory note is due in three payments of $7.7 million, $3.8 million and $3.8 million on March 31, 2016, September 30, 2016 and March 31, 2017, respectively. The Company and ARCP also agreed, among other things, that ARCP would keep the $10.0 million payment delivered by RCS Capital in connection with the First Closing and the Company would release ARCP from its obligation to pay $2.0 million in respect of structuring services provided by Realty Capital Securities in connection with ARCP’s May 2014 equity offering. As part of the binding term sheet, we agreed with ARCP to work together in good faith to terminate any remaining transactions, and this process is ongoing. | ||||
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, for its portion of the negotiated attorney’s fees payment. 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. The Final Judgment and Order of Dismissal were issued by the Court on 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 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 their roles 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. A similar shareholder action, Rosenzweig v. American Realty Capital Healthcare Trust, Inc. et al, 1:14-cv-02019-GLR, was filed in federal court for the District of Maryland. | ||||
On January 2, 2015 and January 5, 2015, the parties to the consolidated state court action and the Rosenzweig action executed separate memoranda of understanding regarding settlement of all claims asserted on behalf of each alleged class of ARCH stockholders in each case. In connection with the settlement contemplated by that memoranda of understanding, each action and all claims asserted therein will be dismissed, subject to approval by each applicable court. Pursuant to the executed memoranda of understanding, ARCH made certain additional disclosures related to the Ventas transaction. The memoranda of understanding further contemplate that the parties will enter into a stipulation of settlement, which will be subject to customary conditions, upon the conclusion of confirmatory discovery and court approval following notice to ARCH’s stockholders. If the parties enter into a stipulation of settlement, a hearing will be scheduled at which the court will consider the fairness, reasonableness and adequacy of the settlement. There can be no assurance that the parties will ultimately enter into a stipulation of settlement, that the applicable court will approve any proposed settlement, or that any eventual settlement will be under the same terms as those contemplated by the memorandum of understanding. | ||||
The Company believes that such lawsuits are without merit, but the ultimate outcome of the matter cannot be predicted with certainty. Neither the outcome of the lawsuits nor an estimate of a probable loss or any reasonable possible losses is determinable at this time. No provisions for any losses related to the lawsuits have been recorded in the accompanying consolidated financial statements for the year ended December 31, 2014. An adverse judgment for monetary damages could have a material adverse effect on the operations and liquidity of the Company. All defendants have stated in court filings that they believe that the claims are without merit and are defending against them vigorously. | ||||
RCAP Shareholder Class Action Litigation | ||||
On or about December 29, 2014, a securities law class action lawsuit was filed in federal court in the Southern District of New York (Weston v. RCS Capital Corporation et al, 14 CV 10136) against the Company and certain former or current officers and directors of the Company. The lawsuit asserts the Company and the individual defendants violated Section 10(b) and 20(a) of the Securities Exchange Act of 1934 by making materially false and misleading public statements pertaining to the Company’s financial position and future business and acquisition prospects. Specifically, plaintiffs allege that defendants made false and/or misleading statements and/or failed to disclose that: (i) the financial statements of ARCP were material false and misleading as a result of accounting errors that were disclosed by ARCP on October 29, 2014; (ii) the Company’s announced acquisition of Cole Capital Partners LLC and Cole Capital Advisors was at serious risk due to the accounting issues at ARCP; and (iii) the Company’s revenue stream from its relationship with ARCP was in jeopardy as a result of the accounting issues at ARCP announced on October 1, 2014. There have not been any other material court filings involving the Company. | ||||
The Company believes the Weston complaint is without merit and intends to vigorously defend itself against its allegations. | ||||
ARCP Shareholder Class Action Litigation | ||||
The Company was named as a defendant in a consolidated federal securities law class action (Teachers Insurance and Annuity Association of America, et al. v. American Realty Capital Properties, Inc. et al, Civ. A. 15-cv-00421) filed in federal court in New York on January 21, 2015 brought on behalf of all persons who purchased or otherwise acquired securities of ARCP between May 6, 2013 and October 29, 2014, including ARCP common stock, preferred stock and debt securities. The lawsuit’s claims, premised on Sections 11, 12 and 15 of the Securities Act of 1933 and Sections 14(a), 10(b) and 20(a) of the Securities Exchange Act of 1934, allege generally that defendants issued or assisted in the issuance of false and misleading statements to the investing public, including in registration statements, prospectuses, proxies and other public statements and press releases, concerning ARCP’s financial results as part of a scheme to artificially inflate the value of ARCP’s securities. | ||||
More specifically, the complaint alleges that the Company is a “control person” of ARCP under the securities laws and thus plaintiffs seek to hold the Company responsible for the alleged misstatements of ARCP and its officers and directors. The Company is also alleged to be a “structuring advisor” to ARCP. Realty Capital Securities, LLC, a subsidiary of the Company is named as a defendant based on its role as a co-manager of ARCP’s July 2013 convertible notes offering. | ||||
On April 17, 2015, plaintiffs filed an amended complaint, which, like the original complaint, alleges that the Company is a “control person” of ARCP under the securities laws. The amended complaint also names Realty Capital Securities as a defendant based on its role as a co-manager of ARCP’s July 2013 convertible notes offering. | ||||
The Company believes the amended complaint is without merit and intends to vigorously defend itself against the allegations contained in the complaint. | ||||
Massachusetts Securities Division Subpoenas | ||||
On November 7, 2014 and December 19, 2014, Realty Capital Securities received subpoenas 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, co-sponsored or advised by AR Capital, LLC and the organizational structure of Realty Capital Securities. Realty Capital Securities has complied with the subpoenas. | ||||
On December 19, 2014, the Company received a subpoena from the Division, requiring the production of certain documents and other materials, dated from January 1, 2014 to the present, relating the Company’s organizational structure. The Company has complied with the subpoena. | ||||
On March 2, 2015 Realty Capital Securities received a subpoena from the Division seeking minor additional information concerning certain former employees. Realty Capital Securities complied with the subpoena on March 2, 2015. | ||||
Other matters | ||||
Since the disclosure of accounting issues at ARCP in October 2014, the Company and certain of its subsidiaries, including Realty Capital Securities, have received requests for information and subpoenas from various state and federal agencies as well as self-regulatory organizations, including the SEC, Massachusetts Securities Division and FINRA. The Company and its subsidiaries are cooperating with all of the regulatory inquiries and producing documents in response to formal and informal requests. |
Net_Capital_Requirements
Net Capital Requirements | 3 Months Ended | |||||||
Mar. 31, 2015 | ||||||||
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 the 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 March 31, 2015 and December 31, 2014 (in thousands, except ratios and percentages). | ||||||||
March 31, 2015 | December 31, 2014 | |||||||
Realty Capital Securities: | ||||||||
Net capital | $ | 8,532 | $ | 18,770 | ||||
Required net capital | 1,313 | 1,174 | ||||||
Net capital in excess of required net capital | $ | 7,219 | $ | 17,596 | ||||
Aggregate indebtedness to net capital ratio | 2.31 to 1 | 0.94 to 1 | ||||||
First Allied Securities, Inc. (alternative method): | ||||||||
Net capital | $ | 4,005 | $ | 3,431 | ||||
Required net capital | 250 | 250 | ||||||
Net capital in excess of required net capital | $ | 3,755 | $ | 3,181 | ||||
Net capital as a percentage of aggregate debit items evaluation | in compliance(1) | in compliance(1) | ||||||
March 31, 2015 | December 31, 2014 | |||||||
Legend Equities Corporation: | ||||||||
Net capital | $ | 2,967 | $ | 2,067 | ||||
Required net capital | 160 | 187 | ||||||
Net capital in excess of required net capital | $ | 2,807 | $ | 1,880 | ||||
Aggregate indebtedness to net capital ratio | 0.81 to 1 | 1.36 to 1 | ||||||
Cetera Advisor Networks LLC (alternative method): | ||||||||
Net capital | $ | 11,481 | $ | 13,785 | ||||
Required net capital | 250 | 250 | ||||||
Net capital in excess of required net capital | $ | 11,231 | $ | 13,535 | ||||
Net capital as a percentage of aggregate debit items | in compliance(1) | in compliance(1) | ||||||
Cetera Advisors LLC (alternative method): | ||||||||
Net capital | $ | 6,548 | $ | 9,294 | ||||
Required net capital | 250 | 250 | ||||||
Net capital in excess of required net capital | $ | 6,298 | $ | 9,044 | ||||
Net capital as a percentage of aggregate debit items | in compliance(1) | in compliance(1) | ||||||
Cetera Financial Specialists LLC (alternative method): | ||||||||
Net capital | $ | 4,193 | $ | 5,018 | ||||
Required net capital | 250 | 250 | ||||||
Net capital in excess of required net capital | $ | 3,943 | $ | 4,768 | ||||
Net capital as a percentage of aggregate debit items | in compliance(1) | in compliance(1) | ||||||
Cetera Investment Services LLC (alternative method): | ||||||||
Net capital | $ | 13,718 | $ | 17,190 | ||||
Required net capital | 250 | 250 | ||||||
Net capital in excess of required net capital | $ | 13,468 | $ | 16,940 | ||||
Net capital as a percentage of aggregate debit items | 121% | 192% | ||||||
Hatteras Capital Distributors, LLC: | ||||||||
Net capital | $ | 2,318 | $ | 2,145 | ||||
Required net capital | 5 | 5 | ||||||
Net capital in excess of required net capital | $ | 2,313 | $ | 2,140 | ||||
Aggregate indebtedness to net capital ratio | 0.03 to 1 | 0.02 to 1 | ||||||
J.P. Turner & Company LLC (alternative method)(2): | ||||||||
Net capital | $ | (882 | ) | $ | 3,379 | |||
Required net capital | 250 | 442 | ||||||
Net capital in excess of required net capital | $ | (1,132 | ) | $ | 2,937 | |||
Aggregate indebtedness to net capital ratio | not in compliance(3) | 1.96 to 1 | ||||||
Summit Brokerage Services, Inc.: | ||||||||
Net capital | $ | 6,875 | $ | 5,878 | ||||
Required net capital | 411 | 506 | ||||||
Net capital in excess of required net capital | $ | 6,464 | $ | 5,372 | ||||
Aggregate indebtedness to net capital ratio | 0.90 to 1 | 1.29 to 1 | ||||||
March 31, 2015 | December 31, 2014 | |||||||
Investors Capital Corporation (alternative method): | ||||||||
Net capital | $ | 3,384 | $ | 3,817 | ||||
Required net capital | 250 | 250 | ||||||
Net capital in excess of required net capital | $ | 3,134 | $ | 3,567 | ||||
Net capital as a percentage of aggregate debit items | in compliance(1) | in compliance(1) | ||||||
Advisor Direct, Inc.: | ||||||||
Net capital | $ | 23 | $ | 12 | ||||
Required net capital | 5 | 5 | ||||||
Net capital in excess of required net capital | $ | 18 | $ | 7 | ||||
Aggregate indebtedness to net capital ratio | 3.17 to 1 | 5.67 to 1 | ||||||
SC Distributors LLC (alternative method): | ||||||||
Net capital | $ | 680 | $ | 2,004 | ||||
Required net capital | 250 | 250 | ||||||
Net capital in excess of required net capital | $ | 430 | $ | 1,754 | ||||
Net capital as a percentage of aggregate debit items | in compliance(1) | in compliance(1) | ||||||
VSR Financial Services, Inc.(4): | ||||||||
Net capital | $ | 4,151 | ||||||
Required net capital | 436 | |||||||
Net capital in excess of required net capital | $ | 3,715 | ||||||
Aggregate indebtedness to net capital ratio | 1.57 to 1 | |||||||
Girard Securities, Inc.(4): | ||||||||
Net capital | $ | 2,086 | ||||||
Required net capital | 362 | |||||||
Net capital in excess of required net capital | $ | 1,724 | ||||||
Aggregate indebtedness to net capital ratio | 2.60 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 changed its computation of net capital to the alternative method during the three months ended March 31, 2015. | ||||||||
(3) During March 2015 J.P. Turner & Company LLC was not compliant with its net capital requirement and received a capital contribution of $4.0 million from the Company during April 2015 to become compliant. | ||||||||
(4) The entity was not under the control of the Company as of December 31, 2014. |
Related_Party_Transactions
Related Party Transactions | 3 Months Ended |
Mar. 31, 2015 | |
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 as well as certain transactions that are co-sponsored by an affiliate or related party of ARC Capital LLC, 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. During the three months ended March 31, 2015 and 2014, the Company earned revenues of $82.2 million and $186.1 million, respectively, from related party transactions. As of March 31, 2015 and December 31, 2014, the receivables for such revenues were $34.2 million and $31.6 million, respectively. | |
Pursuant to a shared services agreement, beginning on January 1, 2013, AR Capital, LLC charges the Company for the services of information technology, human resources, accounting services and office services and facilities. For these services, the Company incurred expenses of $1.0 million and $1.4 million for the three months ended March 31, 2015 and 2014, respectively. As of March 31, 2015 and December 31, 2014, the payables for such expenses were $0.4 million and $0.5 million, respectively. | |
The Company incurs expenses directly for certain services. 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 2013 Manager Multi-Year Outperformance Agreement entered into between the Company and RCS Capital Management (the “OPP”), 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 months ended March 31, 2015 and 2014, the Company’s operating subsidiaries incurred $3.7 million and $1.9 million, respectively, related to such expenses. There were no expenses payable by RCAP Holdings as of March 31, 2015 and December 31, 2014. | |
As of March 31, 2015 and December 31, 2014, the Members owned 39.64% and 43.34%, respectively, of Class A common stock outstanding primarily obtained as a result of the 2014 Restructuring Transactions and the contribution of First Allied. From time to time, RCAP Holdings, or the Members, 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 months ended March 31, 2015 and 2014, the Company incurred $0.03 million and $0.01 million, respectively, in rent expense in connection with this lease. The Company did not earn any revenue from the Crestline agreement during the three months ended March 31, 2015 and 2014. | |
Services Agreement (formerly the Management Agreement). 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 also 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 Company did not incur a quarterly fee for the three months ended March 31, 2015. The quarterly fee earned by RCS Capital Management for the three months ended March 31, 2014 was $1.8 million which is the expense recorded by the Company. The Company did not have a payable related to the quarterly fee as of March 31, 2015 or December 31, 2014. | |
The Company did not incur an incentive fee for the three months ended March 31, 2015 or March 31, 2014. The Company did not have a payable related to the incentive fee as of March 31, 2015 or December 31, 2014. | |
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 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. | |
In April 2014, the OPP was amended to provide that the first valuation date would be April 28, 2014 and that any LTIP Units in RCS Holdings not earned as of such date were forfeited without payment of any compensation. The Company’s board of directors determined that as of such valuation date, 310,947 LTIP Units in RCS Holdings were earned (the “Earned LTIP Units”) and 1,014,053 LTIP Units in RCS Holdings were forfeited. Following this amendment, no additional LTIP Units could be earned under the OPP. | |
On December 31, 2014, the Company, RCS Capital Management, and RCS Holdings, entered into another amendment to the OPP, which provided for the early vesting of the Earned LTIP Units such that all the Earned LTIP Units became fully vested on December 31, 2014. | |
For the three months ended and March 31, 2014, the Company recognized $7.2 million for the award under the OPP. Prior to December 31, 2014, the award under the OPP was included in the consolidated statements of operations, with an offset recorded to non-controlling interest. | |
Mutual Funds. As of March 31, 2015 and December 31, 2014, the Company had investments in mutual funds of $10.6 million and $19.0 million, respectively, that are advised by related parties. During the three months ended March 31, 2015 and 2014, the Company recognized losses of $0.03 million and gains of $0.7 million, respectively, relating to these investments which are recorded in other revenue in the consolidated statements of operations. |
Employee_Benefits
Employee Benefits | 3 Months Ended |
Mar. 31, 2015 | |
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 March 31, 2015 and 2014, the Company recorded expenses of $4.7 million and $1.8 million, respectively, in the consolidated statements of operations 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 months ended March 31, 2015 the Company recorded expenses of $1.7 million in the consolidated statements of operations in internal commissions, payroll and benefits. For the three months ended March 31, 2015, the Company recorded revenue of $1.7 million from the economic hedges in the consolidated statements of operations in other revenue. For the three months ended March 31, 2014, 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 months ended March 31, 2015 in the consolidated statements of operations in internal commissions, payroll and benefits. For the three months ended March 31, 2014, 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 | 3 Months Ended | |||||||
Mar. 31, 2015 | ||||||||
Segment Reporting [Abstract] | ||||||||
Segment Reporting | Segment Reporting | |||||||
The Company 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, ICH, VSR and Girard 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 consisting of nine public, non-traded REITs, two public, non-traded BDCs 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, transaction management and transfer agency 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. This segment also includes the results from the Company’s majority interest in Docupace, a provider of integrated, electronic processing technologies and systems for financial institutions and wealth management firms. | ||||||||
The Investment Management segment provides investment advisory, distribution and other services to the Hatteras family of mutual funds and other registered investment products. | ||||||||
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, changes in the fair value of the Company’s derivative contracts, certain acquisition-related expenses, certain public company 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 before taxes by segment for the three months ended March 31, 2015 and 2014 (in thousands): | ||||||||
Three Months Ended | ||||||||
March 31, | ||||||||
2015 | 2014 | |||||||
Independent retail advice(1): | ||||||||
Revenues | $ | 503,559 | $ | 92,758 | ||||
Expenses | 503,474 | 93,606 | ||||||
Income (loss) | $ | 85 | $ | (848 | ) | |||
Wholesale distribution: | ||||||||
Revenues | $ | 89,145 | $ | 139,110 | ||||
Expenses | 105,846 | 142,635 | ||||||
Loss | $ | (16,701 | ) | $ | (3,525 | ) | ||
Investment banking, capital markets and transaction management services: | ||||||||
Revenues | $ | 18,812 | $ | 48,544 | ||||
Expenses | 14,805 | 22,226 | ||||||
Income | $ | 4,007 | $ | 26,318 | ||||
Investment management(2): | ||||||||
Revenues | $ | 13,380 | $ | — | ||||
Expenses | 13,158 | — | ||||||
Income | $ | 222 | $ | — | ||||
Investment research: | ||||||||
Revenues | $ | 1,183 | $ | — | ||||
Expenses | 3,147 | 444 | ||||||
Loss | $ | (1,964 | ) | $ | (444 | ) | ||
Corporate and other: | ||||||||
Revenues | $ | 23,033 | $ | — | ||||
Expenses | 31,102 | 6,449 | ||||||
Loss | $ | (8,069 | ) | $ | (6,449 | ) | ||
Revenue reconciliation | ||||||||
Total revenues for reportable segments | $ | 649,112 | $ | 280,412 | ||||
Less: intercompany revenues | 23,528 | 7,044 | ||||||
Total revenues | $ | 625,584 | $ | 273,368 | ||||
Income reconciliation | ||||||||
Total income (loss) before taxes for reportable segments | $ | (22,420 | ) | $ | 15,052 | |||
Reconciling items | — | — | ||||||
Income (loss) before income taxes | $ | (22,420 | ) | $ | 15,052 | |||
_____________________ | ||||||||
(1) Includes First Allied’s operating results from September 25, 2013, the date First Allied was acquired by RCAP Holdings. | ||||||||
(2) Did not begin operations until the acquisition of Hatteras in June 2014. | ||||||||
The following table presents the Company’s total assets by segment as of March 31, 2015 and 2014 (in thousands): | ||||||||
March 31, 2015 | December 31, 2014 | |||||||
Segment assets: | ||||||||
Independent retail advice | $ | 2,100,475 | $ | 1,980,614 | ||||
Wholesale distribution | 182,749 | 192,669 | ||||||
Investment banking, capital markets and transaction management services | 110,729 | 116,980 | ||||||
Investment management | 72,817 | 79,343 | ||||||
Investment research | 12,304 | 12,291 | ||||||
Corporate and other(1) | 59,439 | 112,423 | ||||||
Total assets for reportable segments | $ | 2,538,513 | $ | 2,494,320 | ||||
Assets reconciliation: | ||||||||
Total assets for reportable segments | $ | 2,538,513 | $ | 2,494,320 | ||||
Less: intercompany eliminations | 14,842 | 27,692 | ||||||
Total consolidated assets | $ | 2,523,671 | $ | 2,466,628 | ||||
_____________________ | ||||||||
(1) Excludes amounts related to investment in subsidiaries. |
Summary_of_Significant_Account1
Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2015 | |
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, LLC (“SK Research”), Cetera, Summit, J.P. Turner, Hatteras, ICH, StratCap, Trupoly, Docupace, VSR and Girard 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 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 condensed consolidated financial statements are unaudited and should be read in conjunction with the audited consolidated financial statements included in the Company’s Annual Report on Form 10-K/A for the year ended December 31, 2014. The statement of financial condition as of December 31, 2014 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. Our financial statements as of and for the three months ended March 31, 2014 have been recast to reflect the results of operations and financial position of First Allied as if we 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 was 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. | |
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. | |
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 U.S. 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. In April 2015, the FASB proposed to defer the effective date of ASU 2014-09. If the changes to the proposed ASU are ratified, the standard will be effective for public entities for annual reporting periods beginning after December 31, 2017. The Company is still evaluating the impact of ASU 2014-09. | |
In November 2014, the FASB issued Accounting Standards Update 2014-16, “Determining Whether the Host Contract in a Hybrid Financial Instrument Issued in the Form of a Share Is More Akin to Debt or to Equity” (“ASU 2014-16”), which requires an entity to determine the nature of the host contract by considering the economic characteristics and risks of the entire hybrid financial instrument, including the embedded derivative feature that is being evaluated for separate accounting from the host contract, when evaluating whether the host contract is more akin to debt or equity. The amendments in ASU 2014-16 did not change the current criteria in U.S. GAAP for determining when separation of certain embedded derivative features in a hybrid financial instrument is required but rather clarified how U.S. GAAP should be interpreted in concluding on the nature of the host contract. The Company adopted ASU 2014-16 during the fourth quarter of 2014. The adoption of ASU 2014-16 did not have an impact on the Company’s previously reported financial condition or results of operations. | |
In February 2015, the FASB issued Accounting Standards Update 2015-02, “Amendments to the Consolidation Analysis” (“ASU 2015-02”). The new guidance applies to entities in all industries and amends the current consolidation guidance. The amendments are effective for fiscal years beginning after December 15, 2016 and for interim periods within fiscal periods beginning after December 15, 2017. Early application is permitted. The Company is still evaluating the impact of ASU 2015-02. | |
In April 2015, the FASB issued Accounting Standards Update 2015-03, “Simplifying the Presentation of Debt Issuance Costs” (“ASU 2015-03”). The key provisions of ASU 2015-03 are a) that debt issuance costs be reported on the statement of financial condition as a reduction in the liability for long-term debt rather than as an asset and b) that the amortization of debt issuance costs be reported as interest expense. For public companies, ASU 2015-03 is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2015. Early adoption is permitted. A reporting entity will apply ASU 2015-03 retrospectively to all prior periods. The Company is still evaluating the impact of ASU 2015-03. | |
In May 2015, the FASB issued Accounting Standards Update 2015-07, “Disclosures for Investments in Certain Entities That Calculate Net Asset Value per Share (or Its Equivalent)” (“ASU 2015-07”). ASU 2015-07 removes the requirement to categorize investments within the fair value hierarchy for which their fair value is measured at net asset value using the practical expedient. ASU 2015-07 also removes the requirement to make certain disclosures for investments that are eligible to be measured at fair value using the net asset value practical expedient. Instead, those disclosures would be limited to investments for which the entity has elected to estimate the fair value using that practical expedient. For public companies, the final consensus will be effective for fiscal years beginning after December 15, 2015, including interim periods within those fiscal years. Early adoption is permitted. A reporting entity will apply the final consensus retrospectively. While the Company is still evaluating the impact of ASU 2015-07, it will not have an impact on the Company’s financial condition, results of operations or cash flows because the update only affects disclosure requirements. ASU 2015-07 is not expected to have a significant impact on the Company’s fair value disclosures as the Company currently has few investments for which their fair values are determined using net asset value. |
Recent_Acquisitions_Table
Recent Acquisitions (Table) | 3 Months Ended | |||||||
Mar. 31, 2015 | ||||||||
Business Combinations [Abstract] | ||||||||
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 of the contingent consideration as of March 31, 2015 was as follows (in thousands): | |||||||
Low Case | High Case | |||||||
Estimated contingent consideration amount | $ | 70,840 | $ | 125,920 | ||||
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 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 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 | ||||||
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 | ||||||
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 | ||||||
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 | ||||||
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 of the contingent consideration as of March 31, 2015 was as follows (in thousands): | ||||||||
Low Case | High Case | |||||||
Estimated contingent consideration amount | $ | 14,716 | $ | 94,454 | ||||
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 | ||||||
The 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 | 49,443 | |||||||
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 | 169,787 | |||||||
Goodwill | 292,165 | |||||||
Intangible assets | 944,542 | |||||||
Deferred tax liability | (273,752 | ) | ||||||
Total consideration | $ | 1,132,742 | ||||||
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 | ||||||
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 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 Summit for the three months ended March 31, 2014 are as follows (in millions): | |||||||
Three Months Ended March 31, | ||||||||
2014 | ||||||||
Total revenues | $ | 24.8 | ||||||
Income before taxes | 0.4 | |||||||
The Company’s supplemental pro forma results of operations for StratCap for the three months ended March 31, 2014 are as follows (in millions): | ||||||||
Three Months Ended March 31, | ||||||||
2014 | ||||||||
Total revenues | $ | 38.8 | ||||||
Loss before taxes | (1.5 | ) | ||||||
The Company’s supplemental pro forma results of operations for ICH for the three months ended March 31, 2014 are as follows (in millions): | ||||||||
Three Months Ended March 31, | ||||||||
2014 | ||||||||
Total revenues | $ | 22.4 | ||||||
Loss before taxes | (1.6 | ) | ||||||
The Company’s supplemental pro forma results of operations for Cetera for the three months ended March 31, 2014 are as follows (in millions): | ||||||||
Three Months Ended March 31, | ||||||||
2014 | ||||||||
Total revenues | $ | 295.1 | ||||||
Loss before taxes | (6.1 | ) | ||||||
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 three months ended March 31, 2014, are as follows (in millions): | ||||||||
Three Months Ended March 31, | ||||||||
2014 | ||||||||
Total revenues | $ | 683.9 | ||||||
Loss before taxes | (0.6 | ) | ||||||
Benefit from income taxes(1) | (0.3 | ) | ||||||
Net loss | (0.3 | ) | ||||||
Less: income attributable to non-controlling interest | 8.9 | |||||||
Less: preferred dividends | 4.7 | |||||||
Net loss attributable to Class A common stockholders | $ | (13.9 | ) | |||||
________________________ | ||||||||
(1) Reflects pro forma adjustment to record the income tax provision based on the assumed 40% tax rate. | ||||||||
The Company’s supplemental pro forma results of operations for Hatteras for the three months ended March 31, 2014 are as follows (in millions): | ||||||||
Three Months Ended March 31, | ||||||||
2014 | ||||||||
Total revenues | $ | 14 | ||||||
Income before taxes | 1.2 | |||||||
The Company’s supplemental pro forma results of operations with J.P. Turner for the three months ended March 31, 2014 are as follows (in millions): | ||||||||
Three Months Ended March 31, | ||||||||
2014 | ||||||||
Total revenues | $ | 15 | ||||||
Income before taxes | 0.7 | |||||||
Fair_Value_Disclosures_Fair_Va
Fair Value Disclosures Fair Value Disclosures (Tables) | 3 Months Ended | |||||||||||||||||||||||||||
Mar. 31, 2015 | ||||||||||||||||||||||||||||
Fair Value Disclosures [Abstract] | ||||||||||||||||||||||||||||
Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis | The Company’s fair value hierarchy for those assets and liabilities measured at fair value on a recurring basis by product category as of December 31, 2014 are as follows (in thousands): | |||||||||||||||||||||||||||
Level 1 | Level 2 | Level 3 | Total | |||||||||||||||||||||||||
Assets: | ||||||||||||||||||||||||||||
Cash equivalents - money market funds | $ | 82,973 | $ | — | $ | — | $ | 82,973 | ||||||||||||||||||||
Available-for-sale securities: | ||||||||||||||||||||||||||||
Mutual funds | 11,473 | — | — | 11,473 | ||||||||||||||||||||||||
Total available-for-sale | 11,473 | — | — | 11,473 | ||||||||||||||||||||||||
Trading securities: | ||||||||||||||||||||||||||||
Equity securities | 262 | — | — | 262 | ||||||||||||||||||||||||
Mutual funds | 9,457 | — | — | 9,457 | ||||||||||||||||||||||||
U.S. government bonds | 2 | 10 | — | 12 | ||||||||||||||||||||||||
Other | 41 | — | 470 | 511 | ||||||||||||||||||||||||
Total trading securities | 9,762 | 10 | 470 | 10,242 | ||||||||||||||||||||||||
Deferred compensation plan investments: | ||||||||||||||||||||||||||||
Money market fund | 6,246 | — | — | 6,246 | ||||||||||||||||||||||||
International global funds | 17,722 | — | — | 17,722 | ||||||||||||||||||||||||
U.S. equity funds | 46,999 | — | — | 46,999 | ||||||||||||||||||||||||
U.S. fixed-income funds | 9,787 | — | — | 9,787 | ||||||||||||||||||||||||
Mutual funds | — | 2,702 | — | 2,702 | ||||||||||||||||||||||||
Total deferred compensation plan investments | 80,754 | 2,702 | — | 83,456 | ||||||||||||||||||||||||
Prepaid expenses and other assets - oil and gas interests | — | — | 151 | 151 | ||||||||||||||||||||||||
Total | $ | 184,962 | $ | 2,712 | $ | 621 | $ | 188,295 | ||||||||||||||||||||
Liabilities: | ||||||||||||||||||||||||||||
Derivative contracts | $ | — | $ | — | $ | 102,908 | (1) | $ | 102,908 | |||||||||||||||||||
Other liabilities: | ||||||||||||||||||||||||||||
Equity securities | 161 | — | — | 161 | ||||||||||||||||||||||||
Mutual funds and unit investment trusts | 4 | — | — | 4 | ||||||||||||||||||||||||
State and municipal government obligations | 222 | — | — | 222 | ||||||||||||||||||||||||
Contingent consideration | — | — | 107,278 | (2) | 107,278 | |||||||||||||||||||||||
Total | $ | 387 | $ | — | $ | 210,186 | $ | 210,573 | ||||||||||||||||||||
_____________________ | ||||||||||||||||||||||||||||
(1) Includes $21.9 million of derivatives classified in long-term debt. | ||||||||||||||||||||||||||||
(2) Excludes deferred payments, which are measured at fair value on a non-recurring basis. | ||||||||||||||||||||||||||||
The Company’s fair value hierarchy for those assets and liabilities measured at fair value on a recurring basis by product category as of March 31, 2015 are as follows (in thousands): | ||||||||||||||||||||||||||||
Level 1 | Level 2 | Level 3 | Total | |||||||||||||||||||||||||
Assets: | ||||||||||||||||||||||||||||
Cash equivalents - money market funds | $ | 71,900 | $ | — | $ | — | $ | 71,900 | ||||||||||||||||||||
Available-for-sale securities: | ||||||||||||||||||||||||||||
Mutual funds | 2,791 | — | — | 2,791 | ||||||||||||||||||||||||
Total available-for-sale | 2,791 | — | — | 2,791 | ||||||||||||||||||||||||
Trading securities: | ||||||||||||||||||||||||||||
Equity securities | 462 | — | — | 462 | ||||||||||||||||||||||||
Mutual funds | 9,830 | 523 | — | 10,353 | ||||||||||||||||||||||||
Certificate of deposits | — | 2,632 | — | 2,632 | ||||||||||||||||||||||||
U.S. government bonds | 2 | 9 | — | 11 | ||||||||||||||||||||||||
State and municipal bonds | — | 47 | — | 47 | ||||||||||||||||||||||||
Corporate bonds | 9 | 51 | — | 60 | ||||||||||||||||||||||||
Other | 51 | — | 469 | 520 | ||||||||||||||||||||||||
Total trading securities | 10,354 | 3,262 | 469 | 14,085 | ||||||||||||||||||||||||
Deferred compensation plan investments: | ||||||||||||||||||||||||||||
Money market fund | 4,971 | — | — | 4,971 | ||||||||||||||||||||||||
International global funds | 18,765 | — | — | 18,765 | ||||||||||||||||||||||||
U.S. equity funds | 48,706 | — | — | 48,706 | ||||||||||||||||||||||||
U.S. fixed-income funds | 10,188 | — | — | 10,188 | ||||||||||||||||||||||||
Mutual funds | — | 2,921 | — | 2,921 | ||||||||||||||||||||||||
Total deferred compensation plan investments | 82,630 | 2,921 | — | 85,551 | ||||||||||||||||||||||||
Prepaid expenses and other assets(1) | — | — | 5,047 | 5,047 | ||||||||||||||||||||||||
Total | $ | 167,675 | $ | 6,183 | $ | 5,516 | $ | 179,374 | ||||||||||||||||||||
Liabilities: | ||||||||||||||||||||||||||||
Derivative contracts | $ | — | $ | — | $ | 79,481 | (2) | $ | 79,481 | |||||||||||||||||||
Other liabilities: | ||||||||||||||||||||||||||||
Equity securities | 114 | — | — | 114 | ||||||||||||||||||||||||
Mutual funds and unit investment trusts | 25 | — | — | 25 | ||||||||||||||||||||||||
State and municipal government obligations | — | 208 | — | 208 | ||||||||||||||||||||||||
Certificate of deposit | 42 | — | — | 42 | ||||||||||||||||||||||||
Contingent consideration | — | — | 107,228 | (3) | 107,228 | |||||||||||||||||||||||
Total | $ | 181 | $ | 208 | $ | 186,709 | $ | 187,098 | ||||||||||||||||||||
_____________________ | ||||||||||||||||||||||||||||
(1) Primarily represents investments in REITs, oil and gas interests and other illiquid investments. | ||||||||||||||||||||||||||||
(2) Includes $15.1 million of derivatives classified in long-term debt. | ||||||||||||||||||||||||||||
(3) Excludes deferred payments, which are measured at fair value on a non-recurring basis. | ||||||||||||||||||||||||||||
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation | The following table presents changes during the three months ended March 31, 2015 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 March 31, 2015 (in thousands): | |||||||||||||||||||||||||||
Fair value as of | Net realized and unrealized gains/(losses) | Purchases | Issuances | Sales | Settlements | Fair value as of | ||||||||||||||||||||||
31-Dec-14 | 31-Mar-15 | |||||||||||||||||||||||||||
Assets: | ||||||||||||||||||||||||||||
Trading securities- other | $ | 470 | $ | (1 | ) | $ | — | $ | — | $ | — | $ | — | $ | 469 | |||||||||||||
Prepaid expenses and other assets - oil and gas interests | 151 | (29 | ) | — | — | (7 | ) | — | 115 | |||||||||||||||||||
Prepaid expenses and other assets - REIT and other illiquid investments | — | — | 4,932 | — | — | — | 4,932 | |||||||||||||||||||||
Total | $ | 621 | $ | (30 | ) | $ | 4,932 | $ | — | $ | (7 | ) | $ | — | $ | 5,516 | ||||||||||||
Fair value as of | Net realized and unrealized (gains)/losses | Purchases | Issuances | Sales | Settlements | Fair value as of | ||||||||||||||||||||||
31-Dec-14 | 31-Mar-15 | |||||||||||||||||||||||||||
Liabilities: | ||||||||||||||||||||||||||||
Derivative contracts | $ | 102,908 | $ | (23,427 | ) | $ | — | $ | — | $ | — | $ | — | $ | 79,481 | |||||||||||||
Contingent consideration | 107,278 | 4,270 | — | 5,594 | — | (9,914 | ) | 107,228 | ||||||||||||||||||||
Total | $ | 210,186 | $ | (19,157 | ) | $ | — | $ | 5,594 | $ | — | $ | (9,914 | ) | $ | 186,709 | ||||||||||||
The following table presents changes during the three months ended March 31, 2014 in Level 3 liabilities measured at fair value on a recurring basis, and the realized and unrealized gains and losses related to the Level 3 liabilities in the statement of financial condition as of March 31, 2014 (in thousands): | ||||||||||||||||||||||||||||
Fair value as of | Net realized and unrealized (gains)/losses | Purchases | Settlements | Fair value as of | ||||||||||||||||||||||||
31-Dec-13 | 31-Mar-14 | |||||||||||||||||||||||||||
Liabilities: | ||||||||||||||||||||||||||||
Contingent consideration | $ | 2,180 | $ | 7 | $ | — | $ | (85 | ) | $ | 2,102 | |||||||||||||||||
Total | $ | 2,180 | $ | 7 | $ | — | $ | (85 | ) | $ | 2,102 | |||||||||||||||||
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 March 31, 2015 (dollars in thousands): | |||||||||||||||||||||||||||
Fair value | Valuation technique | Unobservable inputs | ||||||||||||||||||||||||||
Assets: | ||||||||||||||||||||||||||||
Trading securities- other- private equity fund | $ | 112 | 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 | $ | 115 | Discounted cash flows | 10% discount rate | ||||||||||||||||||||||||
Prepaid expenses and other assets - REITs and other illiquid investments | $ | 4,932 | Sponsorship valuation | Third party valuation from sponsors | ||||||||||||||||||||||||
Liabilities: | ||||||||||||||||||||||||||||
Derivative contracts | $ | 79,481 | Monte Carlo & binomial lattice (Series C) | Inputs for convertible notes, Series B and Series C preferred stock respectively: | ||||||||||||||||||||||||
- Duration: 6.6 years, 7.7 years, 7.7 years | ||||||||||||||||||||||||||||
- Volatility: 30.0%, N/A, 30.0% | ||||||||||||||||||||||||||||
- Risk free rate of interest: 1.7%, 1.8%, 1.8% | ||||||||||||||||||||||||||||
- Discount rate: 13.7%, 15.8%, 15.8% | ||||||||||||||||||||||||||||
- Dividend assumptions: N/A, 12.5% (through June 30, 2016; subsequently reverts to 11%), 8.0% (through June 30, 2016; subsequently reverts to 7%) | ||||||||||||||||||||||||||||
Inputs for the put option: | ||||||||||||||||||||||||||||
- Volatility: 30.0% | ||||||||||||||||||||||||||||
- Exercise date: June 10, 2033 | ||||||||||||||||||||||||||||
- Risk free rate: 2.3% | ||||||||||||||||||||||||||||
Contingent consideration - Hatteras | $ | 29,500 | Discounted cash flow | - Projected earnings: $10.5 million to $23.0 million, December 31, 2016 and 2018, respectively. | ||||||||||||||||||||||||
- Projected earn-out: $11.4 million to $18.1 million, December 31, 2016 and 2018, respectively. | ||||||||||||||||||||||||||||
- Discounted rates based on the estimated weighted average cost of capital (WACC): 0.5 to 0.7 | ||||||||||||||||||||||||||||
Contingent consideration - StratCap | $ | 71,700 | Discounted cash flow | - Projected earn-out payments: EBITDA multiples for 2015 and 2016. | ||||||||||||||||||||||||
- Present value factor: 0.68 to 0.83 | ||||||||||||||||||||||||||||
- Probability adjustments: 25.0%, 50.0% and 25.0% for Low Case, Base Case and High Case, respectively. | ||||||||||||||||||||||||||||
Contingent consideration - First Allied and Cetera | $ | 434 | Discounted cash flow | - Revenue achievement | ||||||||||||||||||||||||
- WACC 20% | ||||||||||||||||||||||||||||
Contingent consideration - Girard | $ | 5,594 | Discounted cash flow | - Projected gross dealer concessions (GDC): | ||||||||||||||||||||||||
a) Retention payments: 5.0% of retained advisors' GDC (0.0%, if GDC is less than $36.4 million); payable on the first and second anniversary of the closing date | ||||||||||||||||||||||||||||
b) Recruiting payments: 5.0% of new advisors' GDC less forgivable loans and other payouts; payable on the second anniversary and third anniversary of the closing date | ||||||||||||||||||||||||||||
The following table presents information about the significant unobservable inputs used for recurring fair value measurements for certain Level 3 instruments as of December 31, 2014 (dollars in thousands): | ||||||||||||||||||||||||||||
Fair value | Valuation technique | Unobservable inputs | ||||||||||||||||||||||||||
Assets: | ||||||||||||||||||||||||||||
Trading securities- other- private equity fund | $ | 113 | 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 | $ | 151 | Discounted cash flows | 10% discount rate | ||||||||||||||||||||||||
Liabilities: | ||||||||||||||||||||||||||||
Derivative contracts | $ | 102,908 | Monte Carlo & binomial lattice (Series C) | Inputs for convertible notes, Series B and Series C preferred stock respectively: | ||||||||||||||||||||||||
- Duration: 6.8 years, 8.0 years, 8.0 years | ||||||||||||||||||||||||||||
- Volatility: 30.0%, N/A, 30.0% | ||||||||||||||||||||||||||||
- Risk free rate of interest: 1.95%, 2.1%, 2.1% | ||||||||||||||||||||||||||||
- Discount rate: 12.95%, 15.1%, 15.1% | ||||||||||||||||||||||||||||
- Dividend assumptions: N/A, 12.5% (through June 30, 2016; subsequently reverts to 11%), 8.0% (through June 30, 2016; subsequently reverts to 7%) | ||||||||||||||||||||||||||||
Inputs for the put option: | ||||||||||||||||||||||||||||
- Volatility: 30.0% | ||||||||||||||||||||||||||||
- Exercise date: June 10, 2033 | ||||||||||||||||||||||||||||
- Risk free rate: 2.4% | ||||||||||||||||||||||||||||
Contingent consideration - J.P. Turner | $ | 6,200 | Discounted cash flow | - Probability exceeding percentage threshold: 99.7% to 100.0% | ||||||||||||||||||||||||
- Present value factor: 0.71 to 0.95 | ||||||||||||||||||||||||||||
- Time until payments: 0.4 years to 2.4 years | ||||||||||||||||||||||||||||
Contingent consideration - Hatteras | $ | 28,310 | Discounted cash flow | - Projected earnings: $11.0 million to $17.3 million, December 31, 2016 and 2018, respectively | ||||||||||||||||||||||||
- Discounted rates based on the estimated weighted average cost of capital (WACC): 0.50 to 0.70 | ||||||||||||||||||||||||||||
Contingent consideration - StratCap | $ | 68,200 | Discounted cash flow | - Projected earn-out payments: EBITDA multiples for 2015 and 2016. | ||||||||||||||||||||||||
- Present value factor: 0.65 to 0.79 | ||||||||||||||||||||||||||||
- Probability adjustments: 25.0%, 50.0% and 25.0% for Low Case, Base Case and High Case, respectively. | ||||||||||||||||||||||||||||
Contingent consideration - First Allied and Cetera | $ | 4,568 | Discounted cash flow | - Revenue achievement | ||||||||||||||||||||||||
- WACC 20% | ||||||||||||||||||||||||||||
Fair Value, Investments, Entities that Calculate Net Asset Value Per Share | The following table presents information related to the Company’s investments that calculate NAV per share as of March 31, 2015. 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 fund | Investments in private equity funds | $ | 112 | $ | 7 | |||||||||||||||||||||||
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 financial instruments that are not measured at fair value on a recurring basis where the ending balance was carried at amortized cost as of March 31, 2015. | |||||||||||||||||||||||||||
Fair Value | ||||||||||||||||||||||||||||
Carrying value | Level 1 | Level 2 | Level 3 | |||||||||||||||||||||||||
Convertible notes | $ | 62,786 | $ | — | $ | — | $ | 76,260 | ||||||||||||||||||||
Series B Preferred Stock | 147,849 | — | — | 116,392 | ||||||||||||||||||||||||
Series C Preferred Stock | 111,912 | — | — | 118,995 | ||||||||||||||||||||||||
First lien term facility | 548,819 | — | — | 547,239 | ||||||||||||||||||||||||
Second lien term facility | 147,962 | — | — | 148,125 | ||||||||||||||||||||||||
Promissory note (legal settlement) | 15,300 | — | 15,300 | — | ||||||||||||||||||||||||
Subordinated borrowings | 2,000 | — | — | 2,000 | ||||||||||||||||||||||||
First lien revolving facility | 23,000 | — | — | 23,000 | ||||||||||||||||||||||||
Total | $ | 1,059,628 | $ | — | $ | 15,300 | $ | 1,032,011 | ||||||||||||||||||||
The following table presents information about the carrying values and fair values by fair value hierarchy for financial instruments that are not measured at fair value on a recurring basis where the ending balance was carried at amortized cost as of December 31, 2014. | ||||||||||||||||||||||||||||
Fair Value | ||||||||||||||||||||||||||||
Carrying value | Level 1 | Level 2 | Level 3 | |||||||||||||||||||||||||
Convertible notes | $ | 61,632 | $ | — | $ | — | $ | 78,005 | ||||||||||||||||||||
Series B Preferred Stock | 146,700 | — | — | 117,367 | ||||||||||||||||||||||||
Series C Preferred Stock | 111,288 | — | — | 136,242 | ||||||||||||||||||||||||
First lien term facility | 555,700 | — | — | 530,491 | ||||||||||||||||||||||||
Second lien term facility | 147,903 | — | — | 142,500 | ||||||||||||||||||||||||
Promissory note (legal settlement) | 15,300 | — | 15,300 | — | ||||||||||||||||||||||||
Subordinated borrowings | 2,000 | — | — | 2,000 | ||||||||||||||||||||||||
Total | $ | 1,040,523 | $ | — | $ | 15,300 | $ | 1,006,605 | ||||||||||||||||||||
AvailableforSale_Securities_Ta
Available-for-Sale Securities (Tables) | 3 Months Ended | |||||||||||||||||||||||||||
Mar. 31, 2015 | ||||||||||||||||||||||||||||
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 for the three months ended March 31, 2015 (in thousands): | |||||||||||||||||||||||||||
For the three months ended March 31, 2015 | ||||||||||||||||||||||||||||
Fair value at December 31, 2014 | Purchases(1) | Sales | Realized Gains/ (Losses) | Unrealized Gains/ (Losses) | Fair value at March 31, 2015 | Cost | ||||||||||||||||||||||
Mutual funds | $ | 11,473 | $ | 26 | $ | (8,780 | ) | $ | (368 | ) | $ | 440 | $ | 2,791 | $ | 2,561 | ||||||||||||
_____________________ | ||||||||||||||||||||||||||||
(1) Includes $0.03 million of purchases under dividend reinvestment programs. | ||||||||||||||||||||||||||||
The following table presents information about the Company’s available-for-sale securities for the three months ended March 31, 2014 (amounts in thousands): | ||||||||||||||||||||||||||||
For the three months ended March 31, 2014 | ||||||||||||||||||||||||||||
Fair value at December 31, 2013 | Purchases(1) | Sales | Realized Gains/ (Losses) | Unrealized Gains/ (Losses) | Fair value at March 31, 2014 | Cost | ||||||||||||||||||||||
Mutual funds | $ | 8,528 | $ | 137 | $ | (3,000 | ) | $ | (91 | ) | $ | 744 | $ | 6,318 | $ | 6,084 | ||||||||||||
_____________________ | ||||||||||||||||||||||||||||
(1) Includes $0.14 million of purchases under dividend reinvestment programs. |
Accounts_and_Notes_Receivable_
Accounts and Notes Receivable (Tables) | 3 Months Ended | |||||||||||||||||||||||
Mar. 31, 2015 | ||||||||||||||||||||||||
Receivables [Abstract] | ||||||||||||||||||||||||
Schedule of Accounts, Notes, Loans and Financing Receivable | The Company’s accounts receivable consist of the following as of March 31, 2015 and December 31, 2014: | |||||||||||||||||||||||
31-Mar-15 | 31-Dec-14 | |||||||||||||||||||||||
Fees and commissions receivable | $ | 96,167 | $ | 86,193 | ||||||||||||||||||||
Reimbursable expenses receivable | 23,829 | 20,922 | ||||||||||||||||||||||
Receivable from customers | 16,626 | 17,224 | ||||||||||||||||||||||
Investment banking fees receivable | 11,284 | 12,430 | ||||||||||||||||||||||
Receivables from brokers, dealers, clearing organizations and other | 37,017 | 33,865 | ||||||||||||||||||||||
Due from RCAP Holdings and other related parties | 3,956 | 2,255 | ||||||||||||||||||||||
Total | $ | 188,879 | $ | 172,889 | ||||||||||||||||||||
The Company’s notes receivable for the three months ended March 31, 2015 and the year ended December 31, 2014, were as follows (in thousands): | ||||||||||||||||||||||||
31-Mar-15 | 31-Dec-14 | |||||||||||||||||||||||
Forgivable loans | Payback loans | Total | Forgivable loans | Payback loans | Total | |||||||||||||||||||
Beginning balance | $ | 23,075 | $ | 45,914 | $ | 68,989 | $ | 11,104 | $ | 2,166 | $ | 13,270 | ||||||||||||
Originated and acquired loans | 2,297 | 4,861 | 7,158 | 16,747 | 52,200 | 68,947 | ||||||||||||||||||
Collections | (414 | ) | (1,936 | ) | (2,350 | ) | (1,672 | ) | (8,805 | ) | (10,477 | ) | ||||||||||||
Forgiveness | (2,254 | ) | — | (2,254 | ) | (8,329 | ) | 298 | (8,031 | ) | ||||||||||||||
Accretion | 1,131 | 66 | 1,197 | 5,368 | 402 | 5,770 | ||||||||||||||||||
Allowance | 47 | (27 | ) | 20 | (143 | ) | (347 | ) | (490 | ) | ||||||||||||||
Ending balance | $ | 23,882 | $ | 48,878 | $ | 72,760 | $ | 23,075 | $ | 45,914 | $ | 68,989 | ||||||||||||
Allowance for Credit Losses on Financing Receivables | The following table presents the Company’s allowance for uncollectible amounts due from financial advisors for the three months ended March 31, 2015 and the year ended December 31, 2014 (in thousands): | |||||||||||||||||||||||
31-Mar-15 | 31-Dec-14 | |||||||||||||||||||||||
Forgivable loans | Payback loans | Total | Forgivable loans | Payback loans | Total | |||||||||||||||||||
Beginning balance | $ | 511 | $ | 403 | $ | 914 | $ | 368 | $ | 56 | $ | 424 | ||||||||||||
Provision for bad debt | 2 | 45 | 47 | 327 | 735 | 1,062 | ||||||||||||||||||
Charge off - net of recoveries | (49 | ) | (18 | ) | (67 | ) | (184 | ) | (388 | ) | (572 | ) | ||||||||||||
Total change | (47 | ) | 27 | (20 | ) | 143 | 347 | 490 | ||||||||||||||||
Ending balance | $ | 464 | $ | 430 | $ | 894 | $ | 511 | $ | 403 | $ | 914 | ||||||||||||
Goodwill_and_Intangible_Assets1
Goodwill and Intangible Assets (Tables) | 3 Months Ended | |||||||||||||
Mar. 31, 2015 | ||||||||||||||
Goodwill and Intangible Assets Disclosure [Abstract] | ||||||||||||||
Schedule of Intangible Assets and 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): | |||||||||||||
31-Mar-15 | 31-Dec-14 | |||||||||||||
Independent Retail Advice | $ | 492,779 | $ | 434,398 | ||||||||||
Wholesale Distribution | 22,871 | 22,871 | ||||||||||||
Investment Management | 15,348 | 15,348 | ||||||||||||
Investment Banking and Capital Markets | 45,989 | 45,989 | ||||||||||||
Corporate and Other | 755 | 755 | ||||||||||||
Total goodwill | $ | 577,742 | $ | 519,361 | ||||||||||
Schedule of Goodwill | The following table presents the carrying amount of goodwill as of March 31, 2015 by acquisition (in thousands): | |||||||||||||
Total goodwill, as of December 31, 2013 | $ | 79,986 | ||||||||||||
Cetera acquisition | 290,262 | |||||||||||||
Summit acquisition | 23,891 | |||||||||||||
J.P. Turner acquisition | 13,579 | |||||||||||||
Hatteras acquisition | 15,348 | |||||||||||||
ICH acquisition | 26,680 | |||||||||||||
StratCap acquisition | 22,871 | |||||||||||||
Trupoly acquisition | 755 | |||||||||||||
Docupace acquisition (preliminary) | 45,989 | |||||||||||||
Total goodwill, as of December 31, 2014 | $ | 519,361 | ||||||||||||
VSR acquisition (preliminary) | 36,562 | |||||||||||||
Girard acquisition (preliminary) | 19,916 | |||||||||||||
Cetera acquisition (see Note 2) | 1,903 | |||||||||||||
Total goodwill, as of March 31, 2015 | $ | 577,742 | ||||||||||||
Schedule of Finite-Lived Intangible Assets | The components of intangible assets as of March 31, 2015 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 | $ | 1,053,156 | $ | 70,782 | $ | 982,374 | |||||||
Sponsor relationships | 8 | 113,000 | 7,325 | 105,675 | ||||||||||
Trade names | 29 | 65,192 | 2,272 | 62,920 | ||||||||||
Investment management agreements | 12 | 47,390 | 2,950 | 44,440 | ||||||||||
Customer relationships | 11 | 20,686 | 1,947 | 18,739 | ||||||||||
Internally developed software and technologies | 6 | 22,542 | 1,869 | 20,673 | ||||||||||
Intellectual property | 8 | 10,642 | 1,143 | 9,499 | ||||||||||
Non-competition agreements | 3 | 9,648 | 6,973 | 2,675 | ||||||||||
Distribution networks | 39 | 3,210 | 50 | 3,160 | ||||||||||
Total finite-lived intangible assets | $ | 1,345,466 | $ | 95,311 | $ | 1,250,155 | ||||||||
The components of intangible assets as of December 31, 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 | $ | 1,019,353 | $ | 52,070 | $ | 967,283 | |||||||
Sponsor relationships | 9 | 113,000 | 4,186 | 108,814 | ||||||||||
Trade names | 29 | 65,192 | 1,638 | 63,554 | ||||||||||
Investment management agreements | 12 | 47,390 | 1,966 | 45,424 | ||||||||||
Customer relationships | 11 | 20,686 | 1,473 | 19,213 | ||||||||||
Internally developed software and technologies | 7 | 22,510 | 779 | 21,731 | ||||||||||
Intellectual property | 9 | 10,642 | 849 | 9,793 | ||||||||||
Non-competition agreements | 2 | 9,648 | 5,136 | 4,512 | ||||||||||
Distribution networks | 40 | 3,210 | 9 | 3,201 | ||||||||||
Total finite-lived intangible assets | $ | 1,311,631 | $ | 68,106 | $ | 1,243,525 | ||||||||
Schedule of Finite-Lived Intangible Assets, Future Amortization Expense | Total amortization expense for finite-lived intangible assets was $1.8 million for the three months ended March 31, 2014. Future amortization expense is estimated as follows (in thousands): | |||||||||||||
Twelve Months Ended March 31, | ||||||||||||||
2016 | $ | 104,253 | ||||||||||||
2017 | 103,164 | |||||||||||||
2018 | 103,065 | |||||||||||||
2019 | 102,894 | |||||||||||||
2020 | 101,252 | |||||||||||||
Thereafter | 735,527 | |||||||||||||
Total | $ | 1,250,155 | ||||||||||||
LongTerm_Debt_Tables
Long-Term Debt (Tables) | 3 Months Ended | |||||||||||
Mar. 31, 2015 | ||||||||||||
Debt Disclosure [Abstract] | ||||||||||||
Schedule of Long-term Debt Instruments | The following table presents the Company’s long-term borrowings as of March 31, 2015 and December 31, 2014 and their contractual interest rates (dollars in thousands): | |||||||||||
March 31, 2015 | December 31, 2014 | |||||||||||
Balance | Interest Rate | Balance | Interest Rate | |||||||||
First lien term facility | $ | 548,819 | 6.50% | $ | 555,700 | 6.50% | ||||||
Second lien term facility | 147,962 | 10.50% | 147,903 | 10.50% | ||||||||
Convertible notes(1) | 77,906 | 5.00% | 83,508 | 5.00% | ||||||||
First lien revolving facility | 23,000 | 7.75% | — | —% | ||||||||
Promissory note | 15,300 | 8.00% | 15,300 | 8.00% | ||||||||
Subordinated borrowings | 2,000 | 8.25% | 2,000 | 8.25% | ||||||||
Total borrowings | 814,987 | 804,411 | ||||||||||
Less: Current portion of borrowings | 60,504 | 43,891 | ||||||||||
Total long-term debt, net of current portion | $ | 754,483 | $ | 760,520 | ||||||||
_____________________ | ||||||||||||
(1) The Company’s convertible notes balance includes the fair value of the compound derivative of $15.1 million and $21.9 million as of March 31, 2015 and December 31, 2014, respectively. | ||||||||||||
Schedule of Maturities of Long-term Debt | The following table presents the contractual maturities of long-term debt, net of the current portion as of March 31, 2015 (in thousands): | |||||||||||
Twelve Months Ended March 31, | ||||||||||||
2017 | $ | 65,150 | ||||||||||
2018 | 109,252 | |||||||||||
2019 | 352,189 | |||||||||||
2020 | — | |||||||||||
Thereafter | 270,000 | |||||||||||
Long-term portion of the original issue discount | (57,228 | ) | ||||||||||
Fair value of embedded derivative | 15,120 | |||||||||||
Total long-term debt, net of current portion | $ | 754,483 | ||||||||||
Schedule of Short-term Debt | The following table presents the scheduled contractual maturities of the current portion of long-term debt as of March 31, 2015 (in thousands): | |||||||||||
30-Jun-15 | $ | 14,375 | ||||||||||
30-Sep-15 | 14,375 | |||||||||||
31-Dec-15 | 14,375 | |||||||||||
31-Mar-16 | 24,025 | |||||||||||
Short-term portion of the original issue discount | (6,646 | ) | ||||||||||
Total current portion of long-term debt | $ | 60,504 | ||||||||||
Preferred_Stock_Tables
Preferred Stock - (Tables) | 3 Months Ended | ||||
Mar. 31, 2015 | |||||
Equity [Abstract] | |||||
Temporary Equity | The following table presents the change in the carrying value of the Series C Preferred Stock during three months ended March 31, 2015 (in thousands): | ||||
Balance, December 31, 2014 (includes $1,288 of accrued and unpaid dividends on the Series A Preferred Stock allocated to the Series C Preferred Stock on the date of issuance) | $ | 111,288 | |||
Dividends paid-in-kind | 624 | ||||
Balance, March 31, 2015 | $ | 111,912 | |||
The following table presents the change in the carrying value of the Series B Preferred Stock during three months ended March 31, 2015 (in thousands): | |||||
Balance, December 31, 2014 (includes $1,700 of accrued and unpaid dividends on the Series A Preferred Stock allocated to the Series B Preferred Stock on the date of issuance) | $ | 146,700 | |||
Dividends paid-in-kind | 1,149 | ||||
Balance, March 31, 2015 | $ | 147,849 | |||
EquityBased_Compensation_Table
Equity-Based Compensation (Tables) | 3 Months Ended | |||||||||||||
Mar. 31, 2015 | ||||||||||||||
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | ||||||||||||||
Nonvested Restricted Stock Shares Activity | The following table details the warrant activity during the three months ended March 31, 2015: | |||||||||||||
Warrants | Weighted-Average Fair Value Per Warrant | Aggregate Value (in thousands) | Weighted-Average Vesting Period Remaining (years) | |||||||||||
Nonvested, December 31, 2014 | 395,417 | $ | 3.42 | $ | 1,352 | 2.85 | ||||||||
Issued | — | — | — | — | ||||||||||
Less: vested | — | — | — | N/A | ||||||||||
Less: forfeited | — | — | — | N/A | ||||||||||
Nonvested, March 31, 2015 | 395,417 | $ | 3.42 | $ | 1,352 | 2.6 | ||||||||
The following table details the restricted shares activity during the three months ended March 31, 2015: | ||||||||||||||
Shares of Restricted Common Stock | Weighted-Average Issue Price | Aggregate Value (in thousands) | Weighted-Average Vesting Period Remaining (years) | |||||||||||
Nonvested, December 31, 2014 | 2,276,713 | $ | 34.86 | $ | 79,375 | 3.09 | ||||||||
Granted | 1,652,082 | 11.25 | 18,586 | 4.16 | ||||||||||
Less: vested | 335,918 | 32.05 | 10,766 | N/A | ||||||||||
Less: forfeited | 199,989 | 38.92 | 7,784 | N/A | ||||||||||
Less: retired | 207,423 | 32.57 | 6,756 | N/A | ||||||||||
Nonvested, March 31, 2015 | 3,185,465 | $ | 22.81 | $ | 72,655 | 3.54 | ||||||||
The following table details the restricted shares activity related to restricted stock awards of an entity that was previously a related party granted to RCAP employees during the three months ended March 31, 2015: | ||||||||||||||
Shares of Restricted Common Stock of a Related Party | Weighted-Average Fair Value Per Share | Aggregate Value (in thousands) | Weighted-Average Vesting Period Remaining (years) | |||||||||||
Nonvested, December 31, 2014 | 368,625 | $ | 9.05 | $ | 3,335 | 2.83 | ||||||||
Granted | — | — | — | — | ||||||||||
Less: vested | 86,992 | 9.87 | 859 | N/A | ||||||||||
Less: forfeited | — | — | — | N/A | ||||||||||
Nonvested, March 31, 2015 | 281,633 | $ | 9.85 | $ | 2,774 | 2.58 | ||||||||
Earnings_Per_Share_Tables
Earnings Per Share (Tables) | 3 Months Ended | ||||||||||
Mar. 31, 2015 | |||||||||||
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 months ended March 31, 2015 and 2014 (in thousands, except share and per share data): | ||||||||||
Three Months Ended March 31, 2015 | |||||||||||
Income (Numerator) | Weighted Average Shares (Denominator)(2) | Per Share Amount | |||||||||
Net loss attributable to Class A common stockholders (1) | $ | (20,756 | ) | 71,129,912 | $ | (0.29 | ) | ||||
Basic earnings: | |||||||||||
Net loss attributable to Class A common stockholders | $ | (20,756 | ) | 71,129,912 | $ | (0.29 | ) | ||||
Effect of dilutive securities: | |||||||||||
Series C Preferred Stock(3) | (14,183 | ) | 8,758,912 | (0.15 | ) | ||||||
Convertible notes(4) | (4,935 | ) | 5,665,722 | (0.03 | ) | ||||||
Diluted earnings: | |||||||||||
Net loss attributable to Class A common stockholders | $ | (39,874 | ) | 85,554,546 | $ | (0.47 | ) | ||||
_____________________ | |||||||||||
(1) Included in net loss attributable to Class A common stock are dividends of $4.1 million accrued in respect of the Series B Preferred Stock stockholders, $2.0 million accrued in respect of the Series C Preferred Stock stockholders and increases to the dividends accrued during the three months ended December 31, 2014 since the quarterly dividends were not paid in cash on the dividend payment dates. See Note 10 for more information. | |||||||||||
(2) 2,042,022 shares of Class A common stock issued on February 23, 2015 pursuant to the submission for conversion of Series A preferred stock on December 12, 2014 are included in the weighted average shares outstanding assuming issuance on the date of submission for conversion. | |||||||||||
(3) Income attributable to the Series C Preferred Stock for the three months ended March 31, 2015 includes $16.3 million recorded in other revenues in the consolidated statements of operations as a result of the change in fair value of the derivatives embedded in the Series C Preferred Stock and $2.2 million recorded in preferred dividends in the consolidated statements of operations. | |||||||||||
(4) Income attributable to the convertible notes for the three months ended March 31, 2015 includes $6.8 million recorded in other revenues in the consolidated statements of operations as a result of the change in fair value of the derivatives embedded in the convertible notes and $1.8 million recorded in interest expense in the consolidated statements of operations. The interest expense included in the income attributable to convertible notes was adjusted using the Company’s effective tax rate. | |||||||||||
Three Months Ended March 31, 2014 | |||||||||||
Income (Numerator) | Weighted Average Shares (Denominator)(1) | Per Share Amount | |||||||||
Net income attributable to Class A common stockholders | $ | 3,285 | 26,831,762 | 0.12 | |||||||
Allocation of earnings to participating securities: | |||||||||||
Allocation of earnings to RSU holders | (327 | ) | — | (0.01 | ) | ||||||
Basic earnings: | |||||||||||
Net income attributable to Class A common stockholders | $ | 2,958 | 26,831,762 | $ | 0.11 | ||||||
Effect of dilutive securities: | |||||||||||
Shares issuable to LTIP unit holders | 24 | 1,325,000 | — | ||||||||
Diluted earnings: | |||||||||||
Net income attributable to Class A common stockholders | $ | 2,982 | 28,156,762 | $ | 0.11 | ||||||
_____________________ | |||||||||||
(1) Basic and diluted earnings per share for the three months ended March 31, 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. |
Commitments_and_Contingencies_
Commitments and Contingencies (Tables) | 3 Months Ended | |||
Mar. 31, 2015 | ||||
Commitments and Contingencies Disclosure [Abstract] | ||||
Schedule of Future Minimum Rental Payments for Operating Leases | Total rent expense for all operating leases was approximately $3.2 million and $1.1 million for the three months ended March 31, 2015 and 2014, respectively. The following table shows the future annual minimum rental payments due (in thousands): | |||
Twelve Months Ended March 31, | ||||
2016 | $ | 11,910 | ||
2017 | 10,591 | |||
2018 | 9,027 | |||
2019 | 7,468 | |||
2020 | 6,629 | |||
Thereafter | 21,953 | |||
Total | $ | 67,578 | ||
Contractual Obligation, Fiscal Year Maturity Schedule | The following table shows the future annual minimum payments due (in thousands): | |||
Twelve Months Ended March 31, | ||||
2016 | $ | 10,386 | ||
2017 | 9,210 | |||
2018 | 6,567 | |||
2019 | 6,567 | |||
2020 | 6,567 | |||
Thereafter | 2,336 | |||
Total | $ | 41,633 | ||
Net_Capital_Requirements_Table
Net Capital Requirements (Tables) | 3 Months Ended | |||||||
Mar. 31, 2015 | ||||||||
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 March 31, 2015 and December 31, 2014 (in thousands, except ratios and percentages). | |||||||
March 31, 2015 | December 31, 2014 | |||||||
Realty Capital Securities: | ||||||||
Net capital | $ | 8,532 | $ | 18,770 | ||||
Required net capital | 1,313 | 1,174 | ||||||
Net capital in excess of required net capital | $ | 7,219 | $ | 17,596 | ||||
Aggregate indebtedness to net capital ratio | 2.31 to 1 | 0.94 to 1 | ||||||
First Allied Securities, Inc. (alternative method): | ||||||||
Net capital | $ | 4,005 | $ | 3,431 | ||||
Required net capital | 250 | 250 | ||||||
Net capital in excess of required net capital | $ | 3,755 | $ | 3,181 | ||||
Net capital as a percentage of aggregate debit items evaluation | in compliance(1) | in compliance(1) | ||||||
March 31, 2015 | December 31, 2014 | |||||||
Legend Equities Corporation: | ||||||||
Net capital | $ | 2,967 | $ | 2,067 | ||||
Required net capital | 160 | 187 | ||||||
Net capital in excess of required net capital | $ | 2,807 | $ | 1,880 | ||||
Aggregate indebtedness to net capital ratio | 0.81 to 1 | 1.36 to 1 | ||||||
Cetera Advisor Networks LLC (alternative method): | ||||||||
Net capital | $ | 11,481 | $ | 13,785 | ||||
Required net capital | 250 | 250 | ||||||
Net capital in excess of required net capital | $ | 11,231 | $ | 13,535 | ||||
Net capital as a percentage of aggregate debit items | in compliance(1) | in compliance(1) | ||||||
Cetera Advisors LLC (alternative method): | ||||||||
Net capital | $ | 6,548 | $ | 9,294 | ||||
Required net capital | 250 | 250 | ||||||
Net capital in excess of required net capital | $ | 6,298 | $ | 9,044 | ||||
Net capital as a percentage of aggregate debit items | in compliance(1) | in compliance(1) | ||||||
Cetera Financial Specialists LLC (alternative method): | ||||||||
Net capital | $ | 4,193 | $ | 5,018 | ||||
Required net capital | 250 | 250 | ||||||
Net capital in excess of required net capital | $ | 3,943 | $ | 4,768 | ||||
Net capital as a percentage of aggregate debit items | in compliance(1) | in compliance(1) | ||||||
Cetera Investment Services LLC (alternative method): | ||||||||
Net capital | $ | 13,718 | $ | 17,190 | ||||
Required net capital | 250 | 250 | ||||||
Net capital in excess of required net capital | $ | 13,468 | $ | 16,940 | ||||
Net capital as a percentage of aggregate debit items | 121% | 192% | ||||||
Hatteras Capital Distributors, LLC: | ||||||||
Net capital | $ | 2,318 | $ | 2,145 | ||||
Required net capital | 5 | 5 | ||||||
Net capital in excess of required net capital | $ | 2,313 | $ | 2,140 | ||||
Aggregate indebtedness to net capital ratio | 0.03 to 1 | 0.02 to 1 | ||||||
J.P. Turner & Company LLC (alternative method)(2): | ||||||||
Net capital | $ | (882 | ) | $ | 3,379 | |||
Required net capital | 250 | 442 | ||||||
Net capital in excess of required net capital | $ | (1,132 | ) | $ | 2,937 | |||
Aggregate indebtedness to net capital ratio | not in compliance(3) | 1.96 to 1 | ||||||
Summit Brokerage Services, Inc.: | ||||||||
Net capital | $ | 6,875 | $ | 5,878 | ||||
Required net capital | 411 | 506 | ||||||
Net capital in excess of required net capital | $ | 6,464 | $ | 5,372 | ||||
Aggregate indebtedness to net capital ratio | 0.90 to 1 | 1.29 to 1 | ||||||
March 31, 2015 | December 31, 2014 | |||||||
Investors Capital Corporation (alternative method): | ||||||||
Net capital | $ | 3,384 | $ | 3,817 | ||||
Required net capital | 250 | 250 | ||||||
Net capital in excess of required net capital | $ | 3,134 | $ | 3,567 | ||||
Net capital as a percentage of aggregate debit items | in compliance(1) | in compliance(1) | ||||||
Advisor Direct, Inc.: | ||||||||
Net capital | $ | 23 | $ | 12 | ||||
Required net capital | 5 | 5 | ||||||
Net capital in excess of required net capital | $ | 18 | $ | 7 | ||||
Aggregate indebtedness to net capital ratio | 3.17 to 1 | 5.67 to 1 | ||||||
SC Distributors LLC (alternative method): | ||||||||
Net capital | $ | 680 | $ | 2,004 | ||||
Required net capital | 250 | 250 | ||||||
Net capital in excess of required net capital | $ | 430 | $ | 1,754 | ||||
Net capital as a percentage of aggregate debit items | in compliance(1) | in compliance(1) | ||||||
VSR Financial Services, Inc.(4): | ||||||||
Net capital | $ | 4,151 | ||||||
Required net capital | 436 | |||||||
Net capital in excess of required net capital | $ | 3,715 | ||||||
Aggregate indebtedness to net capital ratio | 1.57 to 1 | |||||||
Girard Securities, Inc.(4): | ||||||||
Net capital | $ | 2,086 | ||||||
Required net capital | 362 | |||||||
Net capital in excess of required net capital | $ | 1,724 | ||||||
Aggregate indebtedness to net capital ratio | 2.60 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 changed its computation of net capital to the alternative method during the three months ended March 31, 2015. | ||||||||
(3) During March 2015 J.P. Turner & Company LLC was not compliant with its net capital requirement and received a capital contribution of $4.0 million from the Company during April 2015 to become compliant. | ||||||||
(4) The entity was not under the control of the Company as of December 31, 2014. |
Segment_Reporting_Tables
Segment Reporting (Tables) | 3 Months Ended | |||||||
Mar. 31, 2015 | ||||||||
Segment Reporting [Abstract] | ||||||||
Schedule of Revenue, Expenses, and Assets by Segment | The following table presents the Company’s net revenues, expenses and income before taxes by segment for the three months ended March 31, 2015 and 2014 (in thousands): | |||||||
Three Months Ended | ||||||||
March 31, | ||||||||
2015 | 2014 | |||||||
Independent retail advice(1): | ||||||||
Revenues | $ | 503,559 | $ | 92,758 | ||||
Expenses | 503,474 | 93,606 | ||||||
Income (loss) | $ | 85 | $ | (848 | ) | |||
Wholesale distribution: | ||||||||
Revenues | $ | 89,145 | $ | 139,110 | ||||
Expenses | 105,846 | 142,635 | ||||||
Loss | $ | (16,701 | ) | $ | (3,525 | ) | ||
Investment banking, capital markets and transaction management services: | ||||||||
Revenues | $ | 18,812 | $ | 48,544 | ||||
Expenses | 14,805 | 22,226 | ||||||
Income | $ | 4,007 | $ | 26,318 | ||||
Investment management(2): | ||||||||
Revenues | $ | 13,380 | $ | — | ||||
Expenses | 13,158 | — | ||||||
Income | $ | 222 | $ | — | ||||
Investment research: | ||||||||
Revenues | $ | 1,183 | $ | — | ||||
Expenses | 3,147 | 444 | ||||||
Loss | $ | (1,964 | ) | $ | (444 | ) | ||
Corporate and other: | ||||||||
Revenues | $ | 23,033 | $ | — | ||||
Expenses | 31,102 | 6,449 | ||||||
Loss | $ | (8,069 | ) | $ | (6,449 | ) | ||
Revenue reconciliation | ||||||||
Total revenues for reportable segments | $ | 649,112 | $ | 280,412 | ||||
Less: intercompany revenues | 23,528 | 7,044 | ||||||
Total revenues | $ | 625,584 | $ | 273,368 | ||||
Income reconciliation | ||||||||
Total income (loss) before taxes for reportable segments | $ | (22,420 | ) | $ | 15,052 | |||
Reconciling items | — | — | ||||||
Income (loss) before income taxes | $ | (22,420 | ) | $ | 15,052 | |||
_____________________ | ||||||||
(1) Includes First Allied’s operating results from September 25, 2013, the date First Allied was acquired by RCAP Holdings. | ||||||||
(2) Did not begin operations until the acquisition of Hatteras in June 2014. | ||||||||
The following table presents the Company’s total assets by segment as of March 31, 2015 and 2014 (in thousands): | ||||||||
March 31, 2015 | December 31, 2014 | |||||||
Segment assets: | ||||||||
Independent retail advice | $ | 2,100,475 | $ | 1,980,614 | ||||
Wholesale distribution | 182,749 | 192,669 | ||||||
Investment banking, capital markets and transaction management services | 110,729 | 116,980 | ||||||
Investment management | 72,817 | 79,343 | ||||||
Investment research | 12,304 | 12,291 | ||||||
Corporate and other(1) | 59,439 | 112,423 | ||||||
Total assets for reportable segments | $ | 2,538,513 | $ | 2,494,320 | ||||
Assets reconciliation: | ||||||||
Total assets for reportable segments | $ | 2,538,513 | $ | 2,494,320 | ||||
Less: intercompany eliminations | 14,842 | 27,692 | ||||||
Total consolidated assets | $ | 2,523,671 | $ | 2,466,628 | ||||
_____________________ | ||||||||
(1) Excludes amounts related to investment in subsidiaries. |
Organization_and_Description_o1
Organization and Description of the Company (Details) (USD $) | Mar. 31, 2015 | Dec. 31, 2014 |
Common Class A | ||
Class of Stock [Line Items] | ||
Common stock, par value (in dollars per share) | $0.00 | $0.00 |
Common Class B | ||
Class of Stock [Line Items] | ||
Common stock, par value (in dollars per share) | $0.00 | $0.00 |
IPO [Member] | IPO [Member] | Common Class A | ||
Class of Stock [Line Items] | ||
Common stock, par value (in dollars per share) | $0.00 | |
IPO [Member] | IPO [Member] | Common Class B | ||
Class of Stock [Line Items] | ||
Common stock, par value (in dollars per share) | $0.00 |
Recent_Acquisitions_Cetera_Det
Recent Acquisitions - Cetera (Details) (USD $) | 3 Months Ended | 0 Months Ended | ||
Mar. 31, 2015 | Mar. 31, 2014 | Apr. 29, 2014 | Dec. 31, 2014 | |
Business Combination, Recognized Identifiable Assets Acquired, Goodwill, and Liabilities Assumed, Net [Abstract] | ||||
Cash and segregated securities | $19,051,000 | $19,030,000 | ||
Goodwill | 577,742,000 | 519,361,000 | ||
Business Acquisition, Pro Forma Information [Abstract] | ||||
Total revenues | 683,900,000 | |||
Acquisition-related costs | 2,456,000 | 6,717,000 | ||
Cetera Financial Group | ||||
Business Acquisition [Line Items] | ||||
Net proceeds from issuance of convertible preferred stock (including embedded derivative) | 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 | 7,999,000 | |||
Trading securities | 741,000 | |||
Receivables | 49,443,000 | |||
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 | 37,096,000 | |||
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 | 169,787,000 | |||
Goodwill | 292,165,000 | |||
Intangible assets | 944,542,000 | |||
Deferred tax liability | -273,752,000 | |||
Total consideration | 1,132,742,000 | |||
Goodwill adjustment | 1,900,000 | |||
Expected tax deductible amount | 8,100,000 | |||
Business Combination, Consideration Transferred [Abstract] | ||||
Contractual purchase price | 1,150,000,000 | |||
Purchase price adjustments | 17,258,000 | |||
Total consideration | 1,132,742,000 | |||
Business Acquisition, Pro Forma Information [Abstract] | ||||
Total revenues | 295,100,000 | |||
Loss before taxes | -6,100,000 | |||
Acquisition-related costs | 3,300,000 | |||
Convertible Debt | Cetera Financial Group | ||||
Business Acquisition [Line Items] | ||||
Convertible notes, face value | 120,000,000 | |||
Senior Secured Second Lien Term Loan | ||||
Business Acquisition [Line Items] | ||||
Interest rate | 10.50% | 10.50% | ||
Senior Secured Second Lien Term Loan | Secured Debt | Barclays Bank PLC and Bank of America | Cetera Financial Group | ||||
Business Acquisition [Line Items] | ||||
Convertible notes, face value | 150,000,000 | |||
Senior Secured First Lien Term Loan | ||||
Business Acquisition [Line Items] | ||||
Interest rate | 6.50% | 6.50% | ||
Senior Secured First Lien Term Loan | Secured Debt | Barclays Bank PLC and Bank of America | Cetera Financial Group | ||||
Business Acquisition [Line Items] | ||||
Convertible notes, face value | 575,000,000 | |||
Senior Secured First Lien Revolving Credit Facility | ||||
Business Acquisition [Line Items] | ||||
Secured debt, commitment | $25,000,000 | |||
Series C Preferred Stock | ||||
Business Acquisition [Line Items] | ||||
Convertible preferred, par value (in dollars per share) | $0.00 | $0.00 | ||
Series C Preferred Stock | Convertible Debt | ||||
Business Acquisition [Line Items] | ||||
Interest rate | 5.00% | |||
Series A Preferred Stock | ||||
Business Acquisition [Line Items] | ||||
Convertible preferred, par value (in dollars per share) | $0.00 | |||
Series A Preferred Stock | Convertible Debt | ||||
Business Acquisition [Line Items] | ||||
Interest rate | 7.00% |
Recent_Acquisitions_Summit_Det
Recent Acquisitions - Summit (Details) (USD $) | 3 Months Ended | 0 Months Ended | ||
Mar. 31, 2015 | Mar. 31, 2014 | Jun. 11, 2014 | Dec. 31, 2014 | |
Business Combination, Recognized Identifiable Assets Acquired, Goodwill, and Liabilities Assumed, Net [Abstract] | ||||
Goodwill | $577,742,000 | $519,361,000 | ||
Business Acquisition, Pro Forma Information [Abstract] | ||||
Total revenues | 683,900,000 | |||
Acquisition-related costs | 2,456,000 | 6,717,000 | ||
Summit Financial Services Group | ||||
Business Acquisition [Line Items] | ||||
Pro rata share of tax refunds | 2,500,000 | |||
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 | 2,366,000 | |||
Accounts payable | -9,973,000 | |||
Accrued expenses | -3,100,000 | |||
Total fair value excluding goodwill and intangible assets | 8,778,000 | |||
Goodwill | 23,891,000 | |||
Intangible assets | 31,240,000 | |||
Deferred tax liability | -6,751,000 | |||
Total consideration | 57,158,000 | |||
Expected tax deductible amount | 100,000 | |||
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 | |||
Business Acquisition, Pro Forma Information [Abstract] | ||||
Total revenues | 24,800,000 | |||
Income (loss) before taxes | 400,000 | |||
Acquisition-related costs | 400,000 | |||
Summit Financial Services Group | Common Class A | ||||
Business Acquisition [Line Items] | ||||
Right to receive merger consideration rights | $1.59 | |||
Business acquisition, equity interest issued, number of shares | 498,884 | |||
Summit Financial Services Group | Common Stock | ||||
Business Acquisition [Line Items] | ||||
Acquisition share price (in dollars per share) | $0.06 |
Recent_Acquisitions_JP_Turner_
Recent Acquisitions - J.P. Turner (Details) (USD $) | 3 Months Ended | 0 Months Ended | 3 Months Ended | ||
Mar. 31, 2014 | Mar. 04, 2015 | Jun. 12, 2014 | Mar. 31, 2015 | Dec. 31, 2014 | |
Business Acquisition [Line Items] | |||||
Contingent and deferred consideration | $107,200,000 | $107,300,000 | |||
Business Combination, Recognized Identifiable Assets Acquired, Goodwill, and Liabilities Assumed, Net [Abstract] | |||||
Goodwill | 577,742,000 | 519,361,000 | |||
Business Acquisition, Pro Forma Information [Abstract] | |||||
Total revenues | 683,900,000 | ||||
JP Turner & Company, LLC | |||||
Business Acquisition [Line Items] | |||||
Contingent and deferred consideration | 7,600,000 | ||||
Minimum performance hurdle | 8.00% | ||||
Performance Annual Dollar Cap | 2,500,000 | ||||
Earn-out contingency based on acquiree's future revenues | 50.00% | ||||
Deferred consideration payout percentage | 50.00% | ||||
Indemnification asset | 1,800,000 | ||||
Gain on acquisition | 1,200,000 | ||||
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 | 13,579,000 | ||||
Intangible assets | 14,200,000 | ||||
Total consideration | 32,708,000 | ||||
Expected tax deductible amount | 4,100,000 | ||||
Business Combination, Consideration Transferred [Abstract] | |||||
Contractual purchase price | 6,400,000 | 12,786,000 | |||
Stock issued by the Company | 4,860,000 | ||||
Contingent consideration | 4,500,000 | ||||
Deferred consideration | 4,800,000 | 10,562,000 | |||
Total consideration | 9,100,000 | 32,708,000 | |||
Business Acquisition, Pro Forma Information [Abstract] | |||||
Total revenues | 15,000,000 | ||||
Loss before taxes | 700,000 | ||||
JP Turner & Company, LLC | Common Class A | |||||
Business Acquisition [Line Items] | |||||
Business acquisition, equity interest issued, number of shares | 245,813 | 239,362 | |||
Contingent and deferred consideration | 3,200,000 | ||||
Earn-out contingency based on acquiree's future revenues | 50.00% | ||||
Deferred consideration payout percentage | 50.00% | ||||
Equity interests value assigned | $2,700,000 | ||||
Acquisition share price (in dollars per share) | $11.11 |
Recent_Acquisitions_Hatteras_D
Recent Acquisitions - Hatteras (Details) (USD $) | 3 Months Ended | 0 Months Ended | ||
Mar. 31, 2015 | Mar. 31, 2014 | Jun. 30, 2014 | Dec. 31, 2014 | |
Business Acquisition [Line Items] | ||||
Estimated contingent consideration amount | $107,200,000 | $107,300,000 | ||
Business Combination, Recognized Identifiable Assets Acquired, Goodwill, and Liabilities Assumed, Net [Abstract] | ||||
Goodwill | 577,742,000 | 519,361,000 | ||
Business Acquisition, Pro Forma Information [Abstract] | ||||
Total revenues | 683,900,000 | |||
Acquisition-related costs | 2,456,000 | 6,717,000 | ||
Hatteras Funds Group | ||||
Business Acquisition [Line Items] | ||||
Initial accounting incomplete adjustment | 40,000,000 | |||
Estimated contingent consideration amount | 29,500,000 | |||
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 | 15,348,000 | |||
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 | |||
Business Acquisition, Pro Forma Information [Abstract] | ||||
Total revenues | 14,000,000 | |||
Income (loss) before taxes | 1,200,000 | |||
Acquisition-related costs | 400,000 | |||
Closing Date | Hatteras Funds Group | ||||
Business Acquisition [Line Items] | ||||
Payments to acquire business | 75.00% | |||
First Anniversary of the Closing Date | Hatteras Funds Group | ||||
Business Acquisition [Line Items] | ||||
Payments to acquire business | 7.50% | |||
Second Anniversary of the Closing Date | Hatteras Funds Group | ||||
Business Acquisition [Line Items] | ||||
Payments to acquire business | 7.50% | |||
Third Anniversary of the Closing Date | Hatteras Funds Group | ||||
Business Acquisition [Line Items] | ||||
Payments to acquire business | 10.00% | |||
Minimum | ||||
Business Acquisition [Line Items] | ||||
Estimated contingent consideration amount | 14,716,000 | |||
Maximum | ||||
Business Acquisition [Line Items] | ||||
Estimated contingent consideration amount | $94,454,000 |
Recent_Acquisitions_First_Alli
Recent Acquisitions - First Allied (Details) (USD $) | 2 Months Ended | 0 Months Ended | |||
Mar. 31, 2014 | Jun. 30, 2014 | Jan. 15, 2014 | Sep. 25, 2013 | Mar. 31, 2015 | |
Business Acquisition [Line Items] | |||||
Issuance of common stock | $1,203,000 | ||||
First Allied acquisition | |||||
Business Acquisition [Line Items] | |||||
Issuance of common stock | 239,200,000 | ||||
Expected tax deductible amount | 7,600,000 | ||||
First Allied acquisition | Common Class A | |||||
Business Acquisition [Line Items] | |||||
Acquisition share price (in dollars per share) | $21.23 | ||||
RCAP Holdings, LLC | First Allied acquisition | |||||
Business Acquisition [Line Items] | |||||
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 | ||||
Debt acquired | 7,000,000 | ||||
Debt carrying amount acquired | 37,500,000 | ||||
Equity interests value assigned | 207,500,000 | ||||
Total fair value excluding goodwill and intangible assets | 137,200,000 | ||||
RCAP Holdings, LLC | First Allied acquisition | Common Class A | |||||
Business Acquisition [Line Items] | |||||
Business acquisition, equity interest issued, number of shares | 11,264,929 | ||||
Secured Debt | RCAP Holdings, LLC | First Allied acquisition | |||||
Business Acquisition [Line Items] | |||||
Convertible notes, face value | 26,000,000 | ||||
First Allied notes | Secured Debt | RCAP Holdings, LLC | First Allied acquisition | |||||
Business Acquisition [Line Items] | |||||
Convertible notes, face value | $32,000,000 | $32,000,000 |
Recent_Acquisitions_ICH_Detail
Recent Acquisitions - ICH (Details) (USD $) | 3 Months Ended | 0 Months Ended | ||
Mar. 31, 2014 | Jul. 11, 2014 | Mar. 31, 2015 | Dec. 31, 2014 | |
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Liabilities [Abstract] | ||||
Goodwill | $577,742,000 | $519,361,000 | ||
Business Acquisition, Pro Forma Information [Abstract] | ||||
Total revenues | 683,900,000 | |||
Investors Capital Holdings | ||||
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 | 7,500,000 | |||
Property and equipment | 275,000 | |||
Notes receivable | 1,875,000 | |||
Deferred compensation plan investments | 2,250,000 | |||
Deferred tax asset | 2,613,000 | |||
Other assets | 1,055,000 | |||
Accounts payable | -1,945,000 | |||
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 | 7,881,000 | |||
Goodwill | 26,680,000 | |||
Intangible assets | 30,100,000 | |||
Deferred tax liability | -12,152,000 | |||
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 | |||
Business Acquisition, Pro Forma Information [Abstract] | ||||
Total revenues | 22,400,000 | |||
Loss before taxes | ($1,600,000) | |||
Investors Capital Holdings | Common Class A | ||||
Business Acquisition [Line Items] | ||||
Shares issued | 2,027,966 | |||
Business acquisition, equity interest issued, number of shares | 2,029,261 | |||
Shares canceled (in shares) | 1,295 |
Recent_Acquisitions_ValidusStr
Recent Acquisitions - Validus/Strategic Capital Partners (Details) (USD $) | 3 Months Ended | 0 Months Ended | ||
Mar. 31, 2014 | Aug. 29, 2014 | Mar. 31, 2015 | Dec. 31, 2014 | |
Business Acquisition [Line Items] | ||||
Contingent and deferred consideration | $107,200,000 | $107,300,000 | ||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Assets [Abstract] | ||||
Goodwill | 577,742,000 | 519,361,000 | ||
Business Acquisition, Pro Forma Information [Abstract] | ||||
Total revenues | 683,900,000 | |||
StratCap | ||||
Business Acquisition [Line Items] | ||||
Considered transferred, less contingent consideration | 77,500,000 | |||
Contingent and deferred consideration | 71,700,000 | |||
Contractual purchase price | 67,510,000 | |||
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 | 22,871,000 | |||
Intangible assets | 121,380,000 | |||
Total consideration | 154,780,000 | |||
Business Combination, Consideration Transferred [Abstract] | ||||
Stock issued by the Company | 10,000,000 | |||
Contingent consideration | 67,300,000 | |||
Deferred consideration | 9,970,000 | |||
Total consideration | 154,780,000 | |||
Business Acquisition, Pro Forma Information [Abstract] | ||||
Total revenues | 38,800,000 | |||
Loss before taxes | -1,500,000 | |||
Minimum | ||||
Business Acquisition [Line Items] | ||||
Contingent and deferred consideration | 14,716,000 | |||
Minimum | StratCap | ||||
Business Acquisition [Line Items] | ||||
Contingent and deferred consideration | 70,840,000 | |||
Maximum | ||||
Business Acquisition [Line Items] | ||||
Contingent and deferred consideration | 94,454,000 | |||
Maximum | StratCap | ||||
Business Acquisition [Line Items] | ||||
Contingent and deferred consideration | $125,920,000 |
Recent_Acquisitions_Trupoly_De
Recent Acquisitions - Trupoly (Details) (Trupoly acquisition, USD $) | 0 Months Ended | |
In Millions, unless otherwise specified | Jul. 21, 2014 | Mar. 31, 2015 |
Trupoly acquisition | ||
Business Acquisition [Line Items] | ||
Percentage of deferred consideration | 50.00% | |
Expected tax deductible amount | $0.70 |
Recent_Acquisitions_Docupace_D
Recent Acquisitions - Docupace (Details) (Docupace, USD $) | 0 Months Ended | |||||
Mar. 01, 2015 | Dec. 31, 2014 | Nov. 21, 2014 | Mar. 31, 2015 | Dec. 31, 2016 | Dec. 31, 2015 | |
Business Acquisition [Line Items] | ||||||
Total consideration | $35,400,000 | |||||
Accrued expenses | 300,000 | |||||
Contractual purchase price | 18,800,000 | |||||
Voting interests acquired | 51.00% | 53.53% | ||||
Purchase price adjustment | 16,600,000 | 4,000,000 | ||||
Fair value of assets acquired | 73,600,000 | |||||
Fair value of noncontrolling interest | 34,200,000 | |||||
Expected tax deductible amount | 23,900,000 | |||||
Scenario, Forecast | ||||||
Business Acquisition [Line Items] | ||||||
Potential capital contribution year one | 28,000,000 | |||||
Potential capital contribution year two | $20,000,000 |
Recent_Acquisitions_VSR_Detail
Recent Acquisitions - VSR (Details) (USD $) | 0 Months Ended | |||
Mar. 11, 2015 | Mar. 01, 2015 | Mar. 31, 2015 | Dec. 31, 2014 | |
Business Acquisition [Line Items] | ||||
Contingent and deferred consideration | $107,200,000 | $107,300,000 | ||
VSR Acquisition | ||||
Business Acquisition [Line Items] | ||||
Total consideration | 71,200,000 | |||
Contractual purchase price | 26,800,000 | |||
Contingent and deferred consideration | 9,500,000 | |||
Deferred consideration year two | 8,100,000 | |||
Deferred consideration payout percentage | 50.00% | |||
VSR Acquisition | Common Class A | ||||
Business Acquisition [Line Items] | ||||
Business acquisition, equity interest issued, number of shares | 2,436,429 | 2,436,429 | ||
Equity interests value assigned | $26,800,000 | |||
Acquisition share price (in dollars per share) | $10.99 | |||
Deferred consideration payout percentage | 50.00% |
Recent_Acquisitions_Girard_Det
Recent Acquisitions - Girard (Details) (USD $) | 0 Months Ended | |||
Mar. 18, 2015 | Mar. 01, 2015 | Mar. 31, 2015 | Dec. 31, 2014 | |
Business Acquisition [Line Items] | ||||
Contingent and deferred consideration | $107,200,000 | $107,300,000 | ||
Girard Acquisition | ||||
Business Acquisition [Line Items] | ||||
Total consideration | 28,800,000 | |||
Equity interests value assigned | 2,400,000 | |||
Contractual purchase price | 14,500,000 | |||
Contingent and deferred consideration | 5,600,000 | |||
Deferred consideration payout percentage | 60.00% | |||
Girard Acquisition | Common Class A | ||||
Business Acquisition [Line Items] | ||||
Business acquisition, equity interest issued, number of shares | 549,529 | 549,529 | ||
Equity interests value assigned | $6,300,000 | |||
Acquisition share price (in dollars per share) | $11.55 | |||
Deferred consideration payout percentage | 40.00% |
Recent_Acquisitions_Consolidat
Recent Acquisitions - Consolidated pro forma results (Details) (USD $) | 3 Months Ended | |
In Millions, unless otherwise specified | Mar. 31, 2015 | Mar. 31, 2014 |
Business Combinations [Abstract] | ||
Total revenues | $683.90 | |
Loss before taxes | -0.6 | |
Provision for income taxes (40%) | -0.3 | |
Net loss | -0.3 | |
Less: income attributable to non-controlling interest | 8.9 | |
Less: preferred dividends and deemed dividend | 4.7 | |
Net loss attributable to Class A common stockholders | -13.9 | |
Pro forma statutory tax rate | 40.00% | |
Proforma acquisition related costs | $11.10 |
Fair_Value_Disclosures_Narrati
Fair Value Disclosures - Narrative (Details) (USD $) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2015 | Dec. 31, 2014 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Contingent and deferred consideration | $107,200,000 | $107,300,000 |
Level 3 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Unrealized gain | 18,600,000 | 9,900,000 |
State and municipal bonds | Fair Value, Measurements, Recurring | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Level 1 to level 2 transfers | $200,000 | |
Series B Preferred Stock | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Interest rate | 11.00% | 11.00% |
Common Class A | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Common stock, par value (in dollars per share) | $0.00 | $0.00 |
Series C Preferred Stock | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Interest rate | 7.00% | 7.00% |
Common Class B | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Common stock, par value (in dollars per share) | $0.00 | $0.00 |
IPO [Member] | IPO [Member] | Common Class A | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Common stock, par value (in dollars per share) | $0.00 | |
IPO [Member] | IPO [Member] | Common Class B | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Common stock, par value (in dollars per share) | $0.00 |
Recovered_Sheet1
Fair Value Disclosures - Fair value Hierarchy (Details) (USD $) | Mar. 31, 2015 | Dec. 31, 2014 | Mar. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Available-for-sale securities | $2,791 | $11,473 | ||
Trading securities | 14,085 | 10,242 | ||
Derivative contracts | 64,361 | 81,032 | ||
Fair Value, Measurements, Recurring | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Available-for-sale securities | 2,791 | 11,473 | ||
Trading securities | 14,085 | 10,242 | ||
Deferred compensation plan investments: | 85,551 | 83,456 | ||
Total | 179,374 | 188,295 | ||
Other liabilities: | 107,228 | |||
Total | 210,573 | |||
Fair Value, Measurements, Recurring | Level 1 | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Available-for-sale securities | 2,791 | 11,473 | ||
Trading securities | 10,354 | 9,762 | ||
Deferred compensation plan investments: | 82,630 | 80,754 | ||
Total | 167,675 | 184,962 | ||
Other liabilities: | 0 | 0 | ||
Total | 387 | |||
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 | 3,262 | 10 | ||
Deferred compensation plan investments: | 2,921 | 2,702 | ||
Total | 6,183 | 2,712 | ||
Other liabilities: | 0 | 0 | ||
Total | 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 | 469 | 470 | ||
Deferred compensation plan investments: | 0 | 0 | ||
Total | 5,516 | 621 | ||
Other liabilities: | 107,228 | 107,278 | ||
Total | 210,186 | |||
Money market fund | Fair Value, Measurements, Recurring | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Cash equivalents - money market funds | 71,900 | 82,973 | ||
Deferred compensation plan investments: | 4,971 | 6,246 | ||
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 | 71,900 | 82,973 | ||
Deferred compensation plan investments: | 4,971 | 6,246 | ||
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 | 0 | ||
Deferred compensation plan investments: | 0 | 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 | 0 | ||
Deferred compensation plan investments: | 0 | 0 | ||
U.S. treasury securities | Fair Value, Measurements, Recurring | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Other liabilities: | 208 | 222 | ||
U.S. treasury securities | Fair Value, Measurements, Recurring | Level 1 | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Other liabilities: | 0 | 222 | ||
U.S. treasury securities | Fair Value, Measurements, Recurring | Level 2 | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Other liabilities: | 208 | 0 | ||
U.S. treasury securities | Fair Value, Measurements, Recurring | Level 3 | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Other liabilities: | 0 | 0 | ||
Mutual funds | Fair Value, Measurements, Recurring | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Available-for-sale securities | 2,791 | 11,473 | ||
Trading securities | 10,353 | 9,457 | ||
Deferred compensation plan investments: | 2,921 | 2,702 | ||
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 | 2,791 | 11,473 | ||
Trading securities | 9,830 | 9,457 | ||
Deferred compensation plan investments: | 0 | 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 | 523 | 0 | ||
Deferred compensation plan investments: | 2,921 | 2,702 | ||
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 | 0 | ||
Equity securities | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Available-for-sale securities | 2,791 | 11,473 | 6,318 | 8,528 |
Equity securities | Fair Value, Measurements, Recurring | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Trading securities | 462 | 262 | ||
Other liabilities: | 114 | 161 | ||
Equity securities | Fair Value, Measurements, Recurring | Level 1 | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Trading securities | 462 | 262 | ||
Other liabilities: | 114 | 161 | ||
Equity securities | Fair Value, Measurements, Recurring | Level 2 | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Trading securities | 0 | 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 | 0 | ||
Other liabilities: | 0 | 0 | ||
Certificate of deposits | Fair Value, Measurements, Recurring | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Trading securities | 2,632 | |||
Total | 187,098 | |||
Certificate of deposits | Fair Value, Measurements, Recurring | Level 1 | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Trading securities | 0 | |||
Total | 181 | |||
Certificate of deposits | Fair Value, Measurements, Recurring | Level 2 | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Trading securities | 2,632 | |||
Total | 208 | |||
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 | |||
Total | 186,709 | |||
U.S. government bonds | Fair Value, Measurements, Recurring | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Trading securities | 11 | 12 | ||
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 | 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 | 9 | 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 | 0 | ||
State and municipal bonds | Fair Value, Measurements, Recurring | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Trading securities | 47 | |||
Other liabilities: | 42 | 107,278 | ||
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 | 0 | |||
Other liabilities: | 42 | |||
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 | 47 | |||
Other liabilities: | 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 | |||
Corporate bonds | Fair Value, Measurements, Recurring | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Trading securities | 60 | |||
Corporate bonds | Fair Value, Measurements, Recurring | Level 1 | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Trading securities | 9 | |||
Corporate bonds | Fair Value, Measurements, Recurring | Level 2 | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Trading securities | 51 | |||
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 | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Trading securities | 520 | 511 | ||
Other | Fair Value, Measurements, Recurring | Level 1 | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Trading securities | 51 | 41 | ||
Other | Fair Value, Measurements, Recurring | Level 2 | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Trading securities | 0 | 0 | ||
Other | Fair Value, Measurements, Recurring | Level 3 | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Trading securities | 469 | 470 | ||
International global funds | Fair Value, Measurements, Recurring | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Deferred compensation plan investments: | 18,765 | 17,722 | ||
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: | 18,765 | 17,722 | ||
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 | 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 | 0 | ||
U.S. equity funds | Fair Value, Measurements, Recurring | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Deferred compensation plan investments: | 48,706 | 46,999 | ||
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: | 48,706 | 46,999 | ||
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 | 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 | 0 | ||
U.S. fixed-income funds | Fair Value, Measurements, Recurring | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Deferred compensation plan investments: | 10,188 | 9,787 | ||
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: | 10,188 | 9,787 | ||
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 | 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 | 0 | ||
Prepaid expenses and other assets - oil and gas interests | Fair Value, Measurements, Recurring | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Prepaid expenses and other assets - oil and gas interests | 5,047 | 151 | ||
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 | 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 | 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 | 5,047 | 151 | ||
Derivative contracts | Fair Value, Measurements, Recurring | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Derivative contracts | 79,481 | 102,908 | ||
Derivative contracts | Fair Value, Measurements, Recurring | Level 1 | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Derivative contracts | 0 | 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 | 0 | ||
Derivative contracts | Fair Value, Measurements, Recurring | Level 3 | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Derivative contracts | 79,481 | 102,908 | ||
Mutual funds and unit investment trusts | Fair Value, Measurements, Recurring | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Other liabilities: | 25 | 4 | ||
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: | 25 | 4 | ||
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 | 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 | 0 | ||
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 | $15,100 | $21,900 |
Fair_Value_Disclosures_Realize
Fair Value Disclosures - Realized and Unrealized Gains and Losses Level 3 (Details) (Fair Value, Measurements, Recurring, Level 3, USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | Mar. 31, 2015 | Mar. 31, 2014 |
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Beginning balance | $210,186 | $2,180 |
Net realized and unrealized gains and (losses) | -19,157 | 7 |
Purchases | 0 | 0 |
Issuances and accretions | 5,594 | |
Sales | 0 | |
Settlements | -9,914 | -85 |
Ending balance | 186,709 | 2,102 |
Trading securities- other | ||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Beginning balance | 470 | |
Net realized and unrealized gains and (losses) | -1 | |
Purchases | 0 | |
Issuances and accretions | 0 | |
Sales | 0 | |
Settlements | 0 | |
Ending balance | 469 | |
Prepaid expenses and other assets - oil and gas interests | ||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Beginning balance | 151 | |
Net realized and unrealized gains and (losses) | -29 | |
Purchases | 0 | |
Issuances and accretions | 0 | |
Sales | -7 | |
Settlements | 0 | |
Ending balance | 115 | |
Prepaid expenses and other assets - REIT and other illiquid investments | ||
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 | 4,932 | |
Issuances and accretions | 0 | |
Sales | 0 | |
Settlements | 0 | |
Ending balance | 4,932 | |
Trading securities- other | ||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Beginning balance | 621 | |
Net realized and unrealized gains and (losses) | -30 | |
Purchases | 4,932 | |
Issuances and accretions | 0 | |
Sales | -7 | |
Settlements | 0 | |
Ending balance | 5,516 | |
Derivative contracts | ||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Beginning balance | 102,908 | |
Net realized and unrealized gains and (losses) | -23,427 | |
Purchases | 0 | |
Issuances and accretions | 0 | |
Sales | 0 | |
Settlements | 0 | |
Ending balance | 79,481 | |
Contingent consideration | ||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Beginning balance | 107,278 | 2,180 |
Net realized and unrealized gains and (losses) | 4,270 | 7 |
Purchases | 0 | 0 |
Issuances and accretions | 5,594 | |
Sales | 0 | |
Settlements | -9,914 | -85 |
Ending balance | $107,228 | $2,102 |
Fair_Value_Disclosures_Level_3
Fair Value Disclosures - Level 3 Valuation (Details) (USD $) | 0 Months Ended | 3 Months Ended | 12 Months Ended |
Dec. 19, 2014 | Mar. 31, 2015 | Dec. 31, 2014 | |
Fair Value Inputs, Assets, Quantitative Information [Line Items] | |||
Derivative contracts | $64,361,000 | $81,032,000 | |
Debt term | 2 years | ||
Derivative contracts | Fair Value, Measurements, Recurring | |||
Fair Value Inputs, Assets, Quantitative Information [Line Items] | |||
Derivative contracts | 79,481,000 | 102,908,000 | |
Derivative contracts | Fair Value, Measurements, Recurring | Level 3 | |||
Fair Value Inputs, Assets, Quantitative Information [Line Items] | |||
Derivative contracts | 79,481,000 | 102,908,000 | |
Derivative contracts | Fair Value, Measurements, Recurring | Monte Carlo | Level 3 | |||
Fair Value Inputs, Assets, Quantitative Information [Line Items] | |||
Derivative contracts | 79,481,000 | 102,908,000 | |
Volatility | 30.00% | 30.00% | |
Risk free rate of interest | 1.80% | 2.10% | |
Convertible Notes Payable | Derivative contracts | Fair Value, Measurements, Recurring | Monte Carlo | Level 3 | |||
Fair Value Inputs, Assets, Quantitative Information [Line Items] | |||
Debt term | 6 years 7 months 6 days | 6 years 9 months 18 days | |
Volatility | 30.00% | 30.00% | |
Risk free rate of interest | 1.70% | 1.95% | |
Discount rate | 13.70% | 12.95% | |
Convertible Preferred Stock | Derivative contracts | Fair Value, Measurements, Recurring | Monte Carlo | Level 3 | |||
Fair Value Inputs, Assets, Quantitative Information [Line Items] | |||
Risk free rate of interest | 1.80% | 2.10% | |
Put Option | Derivative contracts | Fair Value, Measurements, Recurring | Monte Carlo | Level 3 | |||
Fair Value Inputs, Assets, Quantitative Information [Line Items] | |||
Volatility | 30.00% | ||
Risk free rate of interest | 2.30% | ||
JP Turner & Company, LLC | Derivative contracts | Fair Value, Measurements, Recurring | Discounted Cash Flow | Level 3 | |||
Fair Value Inputs, Assets, Quantitative Information [Line Items] | |||
Derivative contracts | 6,200,000 | ||
JP Turner & Company, LLC | Minimum | Fair Value, Measurements, Recurring | Discounted cash flow | Level 3 | |||
Fair Value Inputs, Assets, Quantitative Information [Line Items] | |||
Present value factor | 0.71% | ||
Probability exceeding percentage threshold | 99.70% | ||
Time until payments | 4 months 24 days | ||
JP Turner & Company, LLC | Maximum | Fair Value, Measurements, Recurring | Discounted cash flow | Level 3 | |||
Fair Value Inputs, Assets, Quantitative Information [Line Items] | |||
Present value factor | 0.95% | ||
Probability exceeding percentage threshold | 100.00% | ||
Time until payments | 2 years 4 months 24 days | ||
Hatteras Funds Group | Derivative contracts | Fair Value, Measurements, Recurring | Discounted Cash Flow | Level 3 | |||
Fair Value Inputs, Assets, Quantitative Information [Line Items] | |||
Derivative contracts | 29,500,000 | 28,310,000 | |
Hatteras Funds Group | Minimum | Fair Value, Measurements, Recurring | Discounted cash flow | Level 3 | |||
Fair Value Inputs, Assets, Quantitative Information [Line Items] | |||
Projected earnings | 10,500,000 | 11,000,000 | |
Projected earnout | 11,400,000 | ||
Discounted rates based on estimated average cost of capital | 5.00% | 5.00% | |
Hatteras Funds Group | Maximum | Fair Value, Measurements, Recurring | Discounted cash flow | Level 3 | |||
Fair Value Inputs, Assets, Quantitative Information [Line Items] | |||
Projected earnings | 23,000,000 | 17,300,000 | |
Projected earnout | 18,100,000 | ||
Discounted rates based on estimated average cost of capital | 7.00% | 7.00% | |
StratCap | Derivative contracts | Fair Value, Measurements, Recurring | Discounted Cash Flow | Level 3 | |||
Fair Value Inputs, Assets, Quantitative Information [Line Items] | |||
Derivative contracts | 71,700,000 | 68,200,000 | |
First Allied acquisition | Derivative contracts | Fair Value, Measurements, Recurring | Discounted Cash Flow | Level 3 | |||
Fair Value Inputs, Assets, Quantitative Information [Line Items] | |||
Derivative contracts | 434,000 | 4,568,000 | |
First Allied And Centaras | Derivative contracts | Fair Value, Measurements, Recurring | Discounted Cash Flow | Level 3 | |||
Fair Value Inputs, Assets, Quantitative Information [Line Items] | |||
Discounted rates based on estimated average cost of capital | 20.00% | ||
Girard Acquisition | Derivative contracts | Fair Value, Measurements, Recurring | Discounted Cash Flow | Level 3 | |||
Fair Value Inputs, Assets, Quantitative Information [Line Items] | |||
Derivative contracts | 5,594,000 | ||
Retained advisory fee if less than threshold | 5.00% | ||
Retained advisory fee if more than threshold | 0.00% | ||
Gross dealer commissions threshold for advisory fee | 36,400,000 | ||
Recruiting payments fee | 5.00% | ||
Trading Securities | Fair Value, Measurements, Recurring | Net asset value (NAV) | Level 3 | |||
Fair Value Inputs, Assets, Quantitative Information [Line Items] | |||
Prepaid expenses and other assets - oil and gas interests | 112,000 | 113,000 | |
Real Estate Funds | Fair Value, Measurements, Recurring | Net asset value (NAV) | Level 3 | |||
Fair Value Inputs, Assets, Quantitative Information [Line Items] | |||
Prepaid expenses and other assets - oil and gas interests | 357,000 | 357,000 | |
Prepaid expenses and other assets - oil and gas interests | Fair Value, Measurements, Recurring | Net asset value (NAV) | Level 3 | |||
Fair Value Inputs, Assets, Quantitative Information [Line Items] | |||
Prepaid expenses and other assets - oil and gas interests | 115,000 | 151,000 | |
Discount rate | 10.00% | 1000.00% | |
Prepaid expenses and other assets - REIT and other illiquid investments | Fair Value, Measurements, Recurring | Net asset value (NAV) | Level 3 | |||
Fair Value Inputs, Assets, Quantitative Information [Line Items] | |||
Prepaid expenses and other assets - oil and gas interests | $4,932,000 | ||
Low Case | StratCap | Fair Value, Measurements, Recurring | Discounted cash flow | Level 3 | |||
Fair Value Inputs, Assets, Quantitative Information [Line Items] | |||
Present value factor | 0.68% | 0.65% | |
Probability Adjustment | 25.00% | 25.00% | |
Case Base | StratCap | Fair Value, Measurements, Recurring | Discounted cash flow | Level 3 | |||
Fair Value Inputs, Assets, Quantitative Information [Line Items] | |||
Present value factor | 0.83% | 0.79% | |
Probability Adjustment | 50.00% | 50.00% | |
High Case | StratCap | Fair Value, Measurements, Recurring | Discounted cash flow | Level 3 | |||
Fair Value Inputs, Assets, Quantitative Information [Line Items] | |||
Probability Adjustment | 25.00% | 25.00% | |
Series B Preferred Stock | Convertible Notes Payable | Derivative contracts | Fair Value, Measurements, Recurring | Monte Carlo | Level 3 | |||
Fair Value Inputs, Assets, Quantitative Information [Line Items] | |||
Debt term | 7 years 8 months 12 days | 8 years | |
Series B Preferred Stock | Convertible Preferred Stock | Derivative contracts | Fair Value, Measurements, Recurring | Monte Carlo | Level 3 | |||
Fair Value Inputs, Assets, Quantitative Information [Line Items] | |||
Discount rate | 15.80% | 15.10% | |
Series C Preferred Stock | Convertible Notes Payable | Derivative contracts | Fair Value, Measurements, Recurring | Monte Carlo | Level 3 | |||
Fair Value Inputs, Assets, Quantitative Information [Line Items] | |||
Debt term | 7 years 8 months 12 days | 8 years | |
Series C Preferred Stock | Convertible Preferred Stock | Derivative contracts | Fair Value, Measurements, Recurring | Monte Carlo | Level 3 | |||
Fair Value Inputs, Assets, Quantitative Information [Line Items] | |||
Discount rate | 15.80% | 15.10% | |
Period One | Series B Preferred Stock | Convertible Preferred Stock | Derivative contracts | Fair Value, Measurements, Recurring | Monte Carlo | Level 3 | |||
Fair Value Inputs, Assets, Quantitative Information [Line Items] | |||
Dividend Assumptions | 12.50% | 12.50% | |
Period One | Series C Preferred Stock | Convertible Preferred Stock | Derivative contracts | Fair Value, Measurements, Recurring | Monte Carlo | Level 3 | |||
Fair Value Inputs, Assets, Quantitative Information [Line Items] | |||
Dividend Assumptions | 8.00% | 8.00% | |
Period Two | Series B Preferred Stock | Convertible Preferred Stock | Derivative contracts | Fair Value, Measurements, Recurring | Monte Carlo | Level 3 | |||
Fair Value Inputs, Assets, Quantitative Information [Line Items] | |||
Dividend Assumptions | 11.00% | 11.00% | |
Period Two | Series C Preferred Stock | Convertible Preferred Stock | Derivative contracts | Fair Value, Measurements, Recurring | Monte Carlo | Level 3 | |||
Fair Value Inputs, Assets, Quantitative Information [Line Items] | |||
Dividend Assumptions | 7.00% | 7.00% |
Fair_Value_Disclosures_Net_Ass
Fair Value Disclosures - Net Asset Value Per Share(Details) (Fair Value, Measurements, Recurring, Level 3, USD $) | Mar. 31, 2015 |
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 | $112 |
Unfunded Commitments | 7 |
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 $) | Mar. 31, 2015 | Dec. 31, 2014 |
In Thousands, unless otherwise specified | ||
Carrying Value | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Debt, fair value | $1,059,628 | $1,040,523 |
Fair Value | Level 1 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Debt, fair value | 0 | 0 |
Fair Value | Level 2 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Debt, fair value | 15,300 | 15,300 |
Fair Value | Level 3 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Debt, fair value | 1,032,011 | 1,006,605 |
Convertible Debt | Carrying Value | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Debt, fair value | 62,786 | 61,632 |
Convertible Debt | Fair Value | Level 1 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Debt, fair value | 0 | 0 |
Convertible Debt | Fair Value | Level 2 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Debt, fair value | 0 | 0 |
Convertible Debt | Fair Value | Level 3 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Debt, fair value | 76,260 | 78,005 |
First lien term facility | Carrying Value | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Debt, fair value | 548,819 | 555,700 |
First lien term facility | Fair Value | Level 1 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Debt, fair value | 0 | 0 |
First lien term facility | Fair Value | Level 2 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Debt, fair value | 0 | 0 |
First lien term facility | Fair Value | Level 3 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Debt, fair value | 547,239 | 530,491 |
Second lien term facility | Carrying Value | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Debt, fair value | 147,962 | 147,903 |
Second lien term facility | Fair Value | Level 1 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Debt, fair value | 0 | 0 |
Second lien term facility | Fair Value | Level 2 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Debt, fair value | 0 | 0 |
Second lien term facility | Fair Value | Level 3 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Debt, fair value | 148,125 | 142,500 |
Promissory note (legal settlement) | Carrying Value | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Debt, fair value | 15,300 | 15,300 |
Promissory note (legal settlement) | Fair Value | Level 1 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Debt, fair value | 0 | 0 |
Promissory note (legal settlement) | Fair Value | Level 2 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Debt, fair value | 15,300 | 15,300 |
Promissory note (legal settlement) | Fair Value | Level 3 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Debt, fair value | 0 | 0 |
Subordinated borrowings | Carrying Value | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Debt, fair value | 2,000 | 2,000 |
Subordinated borrowings | Fair Value | Level 1 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Debt, fair value | 0 | 0 |
Subordinated borrowings | Fair Value | Level 2 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Debt, fair value | 0 | 0 |
Subordinated borrowings | Fair Value | Level 3 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Debt, fair value | 2,000 | 2,000 |
First lien revolving facility | Carrying Value | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Debt, fair value | 23,000 | |
First lien revolving facility | Fair Value | Level 1 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Debt, fair value | 0 | |
First lien revolving facility | Fair Value | Level 2 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Debt, fair value | 0 | |
First lien revolving facility | Fair Value | Level 3 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Debt, fair value | 23,000 | |
Series B Preferred Stock | Carrying Value | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Debt, fair value | 147,849 | 146,700 |
Series B Preferred Stock | Fair Value | Level 1 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Debt, fair value | 0 | 0 |
Series B Preferred Stock | Fair Value | Level 2 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Debt, fair value | 0 | 0 |
Series B Preferred Stock | Fair Value | Level 3 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Debt, fair value | 116,392 | 117,367 |
Series C Preferred Stock | Carrying Value | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Debt, fair value | 111,912 | 111,288 |
Series C Preferred Stock | Fair Value | Level 1 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Debt, fair value | 0 | 0 |
Series C Preferred Stock | Fair Value | Level 2 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Debt, fair value | 0 | 0 |
Series C Preferred Stock | Fair Value | Level 3 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Debt, fair value | $118,995 | $136,242 |
AvailableforSale_Securities_De
Available-for-Sale Securities (Details) (USD $) | 3 Months Ended | ||
In Thousands, unless otherwise specified | Mar. 31, 2015 | Mar. 31, 2014 | Dec. 31, 2014 |
Available-for-Sale Securities [Roll Forward] | |||
Beginning balance | $11,473 | ||
Ending balance | 2,791 | 11,473 | |
Equity securities | |||
Available-for-Sale Securities [Roll Forward] | |||
Beginning balance | 11,473 | 8,528 | |
Purchases | 26 | 137 | |
Sales | -8,780 | -3,000 | |
Realized Gains/ (Losses) | -368 | -91 | |
Unrealized Gains/ (Losses) | 440 | 744 | |
Ending balance | 2,791 | 6,318 | |
Cost | 2,561 | 6,084 | |
Dividend Reinvestment Plan | |||
Available-for-Sale Securities [Roll Forward] | |||
Purchases | $30 | $140 |
Accounts_and_Notes_Receivable_1
Accounts and Notes Receivable - Accounts Receivable (Details) (USD $) | Mar. 31, 2015 | Dec. 31, 2014 |
In Thousands, unless otherwise specified | ||
Receivables [Abstract] | ||
Fees and commissions receivable | $96,167 | $86,193 |
Reimbursable expenses receivable | 23,829 | 20,922 |
Receivable from customers | 16,626 | 17,224 |
Investment banking fees receivable | 11,284 | 12,430 |
Receivables from brokers, dealers, clearing organizations and other | 37,017 | 33,865 |
Due from RCAP Holdings and other related parties | 3,956 | 2,255 |
Total | $188,879 | $172,889 |
Accounts_and_Notes_Receivable_2
Accounts and Notes Receivable (Details) (USD $) | 3 Months Ended | 12 Months Ended |
In Thousands, unless otherwise specified | Mar. 31, 2015 | Dec. 31, 2014 |
Financing Receivable [Roll Forward] | ||
Beginning balance | $68,989 | $13,270 |
Originated loans | 7,158 | 68,947 |
Collections | -2,350 | -10,477 |
Forgiveness/amortization | -2,254 | -8,031 |
Accretion | 1,197 | 5,770 |
Allowance | 20 | -490 |
Ending balance | 72,760 | 68,989 |
Financing Receivable, Allowance for Credit Losses [Roll Forward] | ||
Beginning balance | 914 | 424 |
Provision for bad debt | 47 | 1,062 |
Charge off - net of recoveries | -67 | -572 |
Total change | -20 | 490 |
Ending balance | 894 | 914 |
Forgivable loans | ||
Financing Receivable [Roll Forward] | ||
Beginning balance | 23,075 | 11,104 |
Originated loans | 2,297 | 16,747 |
Collections | -414 | -1,672 |
Forgiveness/amortization | -2,254 | -8,329 |
Accretion | 1,131 | 5,368 |
Allowance | 47 | -143 |
Ending balance | 23,882 | 23,075 |
Financing Receivable, Allowance for Credit Losses [Roll Forward] | ||
Beginning balance | 511 | 368 |
Provision for bad debt | 2 | 327 |
Charge off - net of recoveries | -49 | -184 |
Total change | -47 | 143 |
Ending balance | 464 | 511 |
Payback loans | ||
Financing Receivable [Roll Forward] | ||
Beginning balance | 45,914 | 2,166 |
Originated loans | 4,861 | 52,200 |
Collections | -1,936 | -8,805 |
Forgiveness/amortization | 0 | 298 |
Accretion | 66 | 402 |
Allowance | -27 | -347 |
Ending balance | 48,878 | 45,914 |
Financing Receivable, Allowance for Credit Losses [Roll Forward] | ||
Beginning balance | 403 | 56 |
Provision for bad debt | 45 | 735 |
Charge off - net of recoveries | -18 | -388 |
Total change | 27 | 347 |
Ending balance | $430 | $403 |
Goodwill_and_Intangible_Assets2
Goodwill and Intangible Assets Goodwill by segment (Details) (USD $) | Mar. 31, 2015 | Dec. 31, 2014 |
In Thousands, unless otherwise specified | ||
Goodwill [Line Items] | ||
Goodwill | $577,742 | $519,361 |
Independent Retail Advice | ||
Goodwill [Line Items] | ||
Goodwill | 492,779 | 434,398 |
Wholesale distribution: | ||
Goodwill [Line Items] | ||
Goodwill | 22,871 | 22,871 |
Investment Management | ||
Goodwill [Line Items] | ||
Goodwill | 15,348 | 15,348 |
Investment Banking and Capital Markets | ||
Goodwill [Line Items] | ||
Goodwill | 45,989 | 45,989 |
Corporate and other: | ||
Goodwill [Line Items] | ||
Goodwill | $755 | $755 |
Goodwill_and_Intangible_Assets3
Goodwill and Intangible Assets Goodwill rollforward (Details) (USD $) | 3 Months Ended | 12 Months Ended | ||||||
In Thousands, unless otherwise specified | Mar. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | Apr. 29, 2014 | Jun. 11, 2014 | Jun. 12, 2014 | Jun. 30, 2014 | Aug. 29, 2014 |
Goodwill [Roll Forward] | ||||||||
Ending balance | $577,742 | $519,361 | ||||||
First Allied acquisition | ||||||||
Goodwill [Roll Forward] | ||||||||
Beginning balance | 79,986 | |||||||
Ending balance | 577,742 | 79,986 | ||||||
Cetera acquisition | ||||||||
Goodwill [Roll Forward] | ||||||||
Beginning balance | 292,165 | |||||||
Goodwill, acquired during period | 1,903 | 290,262 | ||||||
Ending balance | 292,165 | |||||||
Summit acquisition | ||||||||
Goodwill [Roll Forward] | ||||||||
Beginning balance | 23,891 | |||||||
Goodwill, acquired during period | 23,891 | |||||||
Ending balance | 23,891 | |||||||
J.P. Turner acquisition | ||||||||
Goodwill [Roll Forward] | ||||||||
Beginning balance | 13,579 | |||||||
Goodwill, acquired during period | 13,579 | |||||||
Ending balance | 13,579 | |||||||
Hatteras acquisition | ||||||||
Goodwill [Roll Forward] | ||||||||
Beginning balance | 15,348 | |||||||
Goodwill, acquired during period | 15,348 | |||||||
Ending balance | 15,348 | |||||||
ICH acquisition | ||||||||
Goodwill [Roll Forward] | ||||||||
Goodwill, acquired during period | 26,680 | |||||||
Trupoly acquisition | ||||||||
Goodwill [Roll Forward] | ||||||||
Goodwill, acquired during period | 755 | |||||||
Docupace | ||||||||
Goodwill [Roll Forward] | ||||||||
Goodwill, acquired during period | 45,989 | |||||||
VSR Acquisition | ||||||||
Goodwill [Roll Forward] | ||||||||
Goodwill, acquired during period | 36,562 | |||||||
Girard Acquisition | ||||||||
Goodwill [Roll Forward] | ||||||||
Goodwill, acquired during period | 19,916 | |||||||
Total goodwill | ||||||||
Goodwill [Roll Forward] | ||||||||
Beginning balance | 22,871 | |||||||
Goodwill, acquired during period | 22,871 | |||||||
Ending balance | $22,871 |
Goodwill_and_Intangible_Assets4
Goodwill and Intangible Assets Finite-lived Intangible Assets (Details) (USD $) | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2015 | Mar. 31, 2014 | Dec. 31, 2014 | |
Finite-Lived Intangible Assets [Line Items] | |||
Gross Carrying Value | $1,345,466,000 | $1,311,631,000 | |
Accumulated Amortization | 95,311,000 | 68,106,000 | |
Finite-lived intangible assets, net | 1,250,155,000 | 1,243,525,000 | |
Amortization of intangible assets | 27,200,000 | 1,800,000 | |
Financial advisor relationships | |||
Finite-Lived Intangible Assets [Line Items] | |||
Weighted-Average Life Remaining (in years) | 13 years | 13 years | |
Gross Carrying Value | 1,053,156,000 | 1,019,353,000 | |
Accumulated Amortization | 70,782,000 | 52,070,000 | |
Finite-lived intangible assets, net | 982,374,000 | 967,283,000 | |
Sponsor relationships | |||
Finite-Lived Intangible Assets [Line Items] | |||
Weighted-Average Life Remaining (in years) | 8 years | 9 years | |
Gross Carrying Value | 113,000,000 | 113,000,000 | |
Accumulated Amortization | 7,325,000 | 4,186,000 | |
Finite-lived intangible assets, net | 105,675,000 | 108,814,000 | |
Trade names | |||
Finite-Lived Intangible Assets [Line Items] | |||
Weighted-Average Life Remaining (in years) | 29 years | 29 years | |
Gross Carrying Value | 65,192,000 | 65,192,000 | |
Accumulated Amortization | 2,272,000 | 1,638,000 | |
Finite-lived intangible assets, net | 62,920,000 | 63,554,000 | |
Investment management agreements | |||
Finite-Lived Intangible Assets [Line Items] | |||
Weighted-Average Life Remaining (in years) | 12 years | 12 years | |
Gross Carrying Value | 47,390,000 | 47,390,000 | |
Accumulated Amortization | 2,950,000 | 1,966,000 | |
Finite-lived intangible assets, net | 44,440,000 | 45,424,000 | |
Customer relationships | |||
Finite-Lived Intangible Assets [Line Items] | |||
Weighted-Average Life Remaining (in years) | 11 years | 11 years | |
Gross Carrying Value | 20,686,000 | 20,686,000 | |
Accumulated Amortization | 1,947,000 | 1,473,000 | |
Finite-lived intangible assets, net | 18,739,000 | 19,213,000 | |
Intellectual property and internally developed software | |||
Finite-Lived Intangible Assets [Line Items] | |||
Weighted-Average Life Remaining (in years) | 6 years | 7 years | |
Gross Carrying Value | 22,542,000 | 22,510,000 | |
Accumulated Amortization | 1,869,000 | 779,000 | |
Finite-lived intangible assets, net | 20,673,000 | 21,731,000 | |
Intellectual property | |||
Finite-Lived Intangible Assets [Line Items] | |||
Weighted-Average Life Remaining (in years) | 8 years | 9 years | |
Gross Carrying Value | 10,642,000 | 10,642,000 | |
Accumulated Amortization | 1,143,000 | 849,000 | |
Finite-lived intangible assets, net | 9,499,000 | 9,793,000 | |
Non-competition agreements | |||
Finite-Lived Intangible Assets [Line Items] | |||
Weighted-Average Life Remaining (in years) | 3 years | 2 years | |
Gross Carrying Value | 9,648,000 | 9,648,000 | |
Accumulated Amortization | 6,973,000 | 5,136,000 | |
Finite-lived intangible assets, net | 2,675,000 | 4,512,000 | |
Distribution networks | |||
Finite-Lived Intangible Assets [Line Items] | |||
Weighted-Average Life Remaining (in years) | 39 years | 40 years | |
Gross Carrying Value | 3,210,000 | 3,210,000 | |
Accumulated Amortization | 50,000 | 9,000 | |
Finite-lived intangible assets, net | $3,160,000 | $3,201,000 |
Goodwill_and_Intangible_Assets5
Goodwill and Intangible Assets Future Amortization (Details) (USD $) | Mar. 31, 2015 | Dec. 31, 2014 |
In Thousands, unless otherwise specified | ||
Goodwill and Intangible Assets Disclosure [Abstract] | ||
2016 | $104,253 | |
2017 | 103,164 | |
2018 | 103,065 | |
2019 | 102,894 | |
2020 | 101,252 | |
Thereafter | 735,527 | |
Finite-lived intangible assets, net | $1,250,155 | $1,243,525 |
Longterm_Debt_Narrative_Detail
Long-term Debt - Narrative (Details) (USD $) | 0 Months Ended | 3 Months Ended | 0 Months Ended | |||||
Dec. 19, 2014 | Mar. 31, 2015 | Apr. 29, 2014 | Dec. 04, 2014 | Jan. 09, 2015 | Dec. 31, 2014 | Jul. 21, 2014 | Jul. 11, 2014 | |
Line of Credit Facility [Line Items] | ||||||||
Convertible notes payable | $1,000 | |||||||
Debt term | 2 years | |||||||
Variable rate | 1.25 to 1.00 | |||||||
Payment in year two | 65,150,000 | |||||||
Payment in year three | 109,252,000 | |||||||
Senior Secured First Lien Term Loan | ||||||||
Line of Credit Facility [Line Items] | ||||||||
Long-term Line of Credit | 23,000,000 | |||||||
Senior Secured First Lien Revolving Credit Facility | ||||||||
Line of Credit Facility [Line Items] | ||||||||
Secured debt, commitment | 25,000,000 | |||||||
Repayments of Senior Debt | 7,200,000 | |||||||
Letter of Credit | ||||||||
Line of Credit Facility [Line Items] | ||||||||
Long-term Line of Credit | 100,000 | |||||||
Common Class A | ||||||||
Line of Credit Facility [Line Items] | ||||||||
Conversion price | $21.18 | |||||||
Senior Secured Second Lien Term Loan | ||||||||
Line of Credit Facility [Line Items] | ||||||||
Interest rate | 10.50% | 10.50% | ||||||
Senior Secured First Lien Term Loan | ||||||||
Line of Credit Facility [Line Items] | ||||||||
Interest rate | 6.50% | 6.50% | ||||||
Senior Secured First Lien Term Loan | Maximum | ||||||||
Line of Credit Facility [Line Items] | ||||||||
Interest rate | 4.50% | |||||||
London Interbank Offered Rate (LIBOR) | Senior Secured First Lien Term Loan | Minimum | ||||||||
Line of Credit Facility [Line Items] | ||||||||
Interest rate | 4.25% | |||||||
Letter of Credit | Backstop Letter of Credit | ||||||||
Line of Credit Facility [Line Items] | ||||||||
Long-term line of credit | 1,100,000 | |||||||
Cetera Financial Group | Secured Debt | Senior Secured Second Lien Term Loan | Barclays Bank PLC and Bank of America | ||||||||
Line of Credit Facility [Line Items] | ||||||||
Convertible notes, face value | 150,000,000 | |||||||
Cetera Financial Group | Secured Debt | Senior Secured First Lien Term Loan | Barclays Bank PLC and Bank of America | ||||||||
Line of Credit Facility [Line Items] | ||||||||
Convertible notes, face value | 575,000,000 | |||||||
Cetera Financial Group | Convertible Debt | ||||||||
Line of Credit Facility [Line Items] | ||||||||
Convertible notes, face value | 120,000,000 | |||||||
Investors Capital Holdings | ||||||||
Line of Credit Facility [Line Items] | ||||||||
Debt acquired | 2,918,000 | |||||||
Investors Capital Holdings | Subordinated Debt | ||||||||
Line of Credit Facility [Line Items] | ||||||||
Debt acquired | 2,000,000 | |||||||
ARCP | Promissory note (legal settlement) | ||||||||
Line of Credit Facility [Line Items] | ||||||||
Convertible notes, face value | 15,300,000 | |||||||
Debt term | 2 years | |||||||
Interest rate | 8.00% | |||||||
Payment in year one | 7,700,000 | |||||||
Payment in year two | 3,800,000 | |||||||
Payment in year three | $3,800,000 |
LongTerm_Debt_Longterm_Debt_Lo
Long-Term Debt Long-term Debt - Long-term Borrowings and Contractual Interest Rates (Details) (USD $) | Mar. 31, 2015 | Dec. 31, 2014 |
In Thousands, unless otherwise specified | ||
Debt Instrument [Line Items] | ||
Total borrowings | $814,987 | $804,411 |
Less: Current portion of borrowings | 60,504 | 43,891 |
Total long-term debt, net of current portion | 754,483 | 760,520 |
Fair value of embedded derivative | 15,120 | |
Senior Secured First Lien Term Loan | ||
Debt Instrument [Line Items] | ||
Interest rate | 6.50% | 6.50% |
Total borrowings | 548,819 | 555,700 |
Senior Secured Second Lien Term Loan | ||
Debt Instrument [Line Items] | ||
Interest rate | 10.50% | 10.50% |
Total borrowings | 147,962 | 147,903 |
Convertible Debt | ||
Debt Instrument [Line Items] | ||
Interest rate | 5.00% | 5.00% |
Total borrowings | 77,906 | 83,508 |
First lien revolving facility | ||
Debt Instrument [Line Items] | ||
Interest rate | 7.75% | 0.00% |
Total borrowings | 23,000 | 0 |
Promissory note (legal settlement) | ||
Debt Instrument [Line Items] | ||
Interest rate | 8.00% | 8.00% |
Total borrowings | 15,300 | 15,300 |
Subordinated Debt | ||
Debt Instrument [Line Items] | ||
Interest rate | 8.25% | 8.25% |
Total borrowings | 2,000 | 2,000 |
Convertible Notes Payable | Convertible Preferred Stock | Call Option | ||
Debt Instrument [Line Items] | ||
Fair value of embedded derivative | $15,100 | $21,900 |
LongTerm_Debt_Maturities_of_Lo
Long-Term Debt Maturities of Long-term Debt (Details) (USD $) | Mar. 31, 2015 | Dec. 31, 2014 |
In Thousands, unless otherwise specified | ||
Debt Disclosure [Abstract] | ||
2017 | $65,150 | |
2018 | 109,252 | |
2019 | 352,189 | |
2020 | 0 | |
Thereafter | 270,000 | |
Long-term portion of the original issue discount | -57,228 | |
Fair value of embedded derivative | 15,120 | |
Total long-term debt, net of current portion | $754,483 | $760,520 |
LongTerm_Debt_Contractual_Matu
Long-Term Debt - Contractual Maturities (Details) (USD $) | Mar. 31, 2015 | Dec. 31, 2014 |
In Thousands, unless otherwise specified | ||
Debt Instrument [Line Items] | ||
Short-term portion of the original issue discount | ($6,646) | |
Less: Current portion of borrowings | 60,504 | 43,891 |
31-Mar-14 | ||
Debt Instrument [Line Items] | ||
Less: Current portion of borrowings | 14,375 | |
30-Jun-14 | ||
Debt Instrument [Line Items] | ||
Less: Current portion of borrowings | 14,375 | |
30-Sep-14 | ||
Debt Instrument [Line Items] | ||
Less: Current portion of borrowings | 14,375 | |
31-Dec-14 | ||
Debt Instrument [Line Items] | ||
Less: Current portion of borrowings | $24,025 |
Derivative_Contracts_Details
Derivative Contracts (Details) (USD $) | 3 Months Ended | ||
Mar. 31, 2015 | Apr. 29, 2014 | Dec. 31, 2014 | |
Derivative [Line Items] | |||
Interest rate | 15.00% | ||
Fair value of embedded derivative | $15,120,000 | ||
Put Option | |||
Derivative [Line Items] | |||
Gross liability | 11,300,000 | 11,600,000 | |
Derivative, gain on derivative | 300,000 | ||
Convertible Notes Payable | Convertible Preferred Stock | Call Option | |||
Derivative [Line Items] | |||
Fair value of embedded derivative | 15,100,000 | 21,900,000 | |
Embedded derivative, gain (loss) on embedded derivative | 6,800,000 | ||
Derivative Contracts | Series C Preferred Stock | |||
Derivative [Line Items] | |||
Derivative, gain on derivative | 16,300,000 | ||
Compound Derivative, Fair Value | $53,000,000 | $69,400,000 | |
Luxor Capital Group, LP | |||
Derivative [Line Items] | |||
Noncontrolling interest, ownership percentage by noncontrolling owners | 19.46% |
Preferred_Stock_Details
Preferred Stock (Details) (USD $) | 0 Months Ended | 3 Months Ended | 0 Months Ended | 8 Months Ended | 0 Months Ended | |||
Dec. 19, 2014 | Apr. 29, 2014 | Mar. 31, 2015 | Feb. 23, 2015 | Dec. 19, 2014 | Jan. 12, 2015 | Apr. 10, 2015 | Dec. 31, 2014 | |
Class of Stock [Line Items] | ||||||||
Shares issued upon conversion (in shares) | 14,657,980 | |||||||
Threshold consecutive trading days | 30 days | |||||||
Conversion price ratio | 2.5 | |||||||
Debt term | 2 years | |||||||
Maximum percent of convertible preferred stock as a percent of shares outstanding preceding a trading day | 9.90% | |||||||
Written notice period for ownership limitation | 65 days | |||||||
Conversion Price One | ||||||||
Class of Stock [Line Items] | ||||||||
Conversion price | 20.26 | |||||||
Conversion Price Two | ||||||||
Class of Stock [Line Items] | ||||||||
Conversion price | 50.65 | |||||||
Threshold shares traded | 10,000,000 | $10,000,000 | ||||||
Stock trigger price (in dollars per share) | 50.66 | |||||||
Convertible Preferred Stock | ||||||||
Class of Stock [Line Items] | ||||||||
Dividend rate cash | 7.00% | |||||||
Dividend rate | 8.00% | 8.00% | 8.00% | |||||
Common Class A | ||||||||
Class of Stock [Line Items] | ||||||||
Discount on shares | 2.00% | |||||||
Conversion price | 21.18 | |||||||
Threshold consecutive trading days | 10 days | |||||||
Minimum Percent of Convertible Preferred Stock as a Percent of Shares Outstanding Preceding a Trading Day | 4.90% | |||||||
Preferred stock ownership percentage minimum | 24.90% | |||||||
Series A Preferred Stock | ||||||||
Class of Stock [Line Items] | ||||||||
Shares issued upon conversion (in shares) | 5,405,601 | 5,405,601 | ||||||
Conversion of shares (in shares) | 11,584,427 | 3,073,553 | ||||||
Issuance of common stock, shares | 2,042,022 | |||||||
Dividends Payable | 3,000,000 | 3,000,000 | ||||||
Series B Preferred Stock | ||||||||
Class of Stock [Line Items] | ||||||||
Dividend rate cash | 11.00% | 11.00% | ||||||
Dividend rate | 12.50% | 12.50% | ||||||
Issuance of common stock, shares | 5,800,000 | |||||||
Dividends Payable | 1,288,000 | 800,000 | ||||||
Liquidation preference (in dollars per share) | 25 | $25 | ||||||
Aggregate liquidation minimum amount | 35,000,000 | |||||||
Stock dividend | 4,100,000 | |||||||
Increase in liquidation preference | 2,800,000 | |||||||
Series C Preferred Stock | ||||||||
Class of Stock [Line Items] | ||||||||
Dividend rate cash | 7.00% | 7.00% | ||||||
Conversion price | 13 | $13 | ||||||
Shares issued (in shares) | 4,400,000 | |||||||
Dividends Payable | 1,700,000 | 400,000 | ||||||
Liquidation preference (in dollars per share) | 25 | $25 | ||||||
Aggregate liquidation minimum amount | 35,000,000 | |||||||
Stock dividend | 2,000,000 | |||||||
Increase in liquidation preference | 1,900,000 | |||||||
Subsequent Event | Series B Preferred Stock | ||||||||
Class of Stock [Line Items] | ||||||||
Increase in liquidation preference | 4,600,000 | |||||||
Subsequent Event | Series C Preferred Stock | ||||||||
Class of Stock [Line Items] | ||||||||
Increase in liquidation preference | $2,200,000 |
Preferred_Stock_Change_in_Fair
Preferred Stock - Change in Fair Value (Details) (USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | Mar. 31, 2015 | Dec. 31, 2014 |
Series C Preferred Stock | ||
Increase (Decrease) in Temporary Equity [Roll Forward] | ||
Beginning balance | $111,288 | |
Dividends paid-in-kind | 624 | |
Ending balance | 111,912 | |
Dividends Payable | 1,700 | 400 |
Series B Preferred Stock | ||
Increase (Decrease) in Temporary Equity [Roll Forward] | ||
Beginning balance | 146,700 | |
Dividends paid-in-kind | 1,149 | |
Ending balance | 147,849 | |
Dividends Payable | $1,288 | $800 |
Stockholders_Equity_Details
Stockholders' Equity (Details) (USD $) | 3 Months Ended | 0 Months Ended | ||||||||
Mar. 31, 2015 | Mar. 31, 2014 | Feb. 23, 2015 | Mar. 20, 2014 | Mar. 04, 2015 | Jun. 12, 2014 | Mar. 11, 2015 | Mar. 01, 2015 | Mar. 18, 2015 | Feb. 11, 2014 | |
Class of Stock [Line Items] | ||||||||||
Cash dividend declared per common share (in dollars per share) | $0 | $0.18 | ||||||||
Restricted Stock | ||||||||||
Class of Stock [Line Items] | ||||||||||
Restricted shares, grants in period | 1,652,082 | |||||||||
RCAP Holdings, LLC | ||||||||||
Class of Stock [Line Items] | ||||||||||
Operating subsidiary units exchanged under the exchange agreement | 23,999,999 | |||||||||
Class A shares common stock | 23,999,999 | |||||||||
RCAP Holdings, LLC | Restricted Stock | ||||||||||
Class of Stock [Line Items] | ||||||||||
Restricted shares, grants in period | 0 | |||||||||
Series A Preferred Stock | ||||||||||
Class of Stock [Line Items] | ||||||||||
Issuance of common stock, shares | 2,042,022 | |||||||||
Common Class A | ||||||||||
Class of Stock [Line Items] | ||||||||||
Cash dividend declared per common share (in dollars per share) | $0.18 | |||||||||
Common Class A | JP Turner & Company, LLC | ||||||||||
Class of Stock [Line Items] | ||||||||||
Business acquisition, equity interest issued, number of shares | 245,813 | 239,362 | ||||||||
Common Class A | VSR Acquisition | ||||||||||
Class of Stock [Line Items] | ||||||||||
Business acquisition, equity interest issued, number of shares | 2,436,429 | 2,436,429 | ||||||||
Common Class A | Girard Acquisition | ||||||||||
Class of Stock [Line Items] | ||||||||||
Business acquisition, equity interest issued, number of shares | 549,529 | 549,529 | ||||||||
Common Class B | Majority Shareholder | ||||||||||
Class of Stock [Line Items] | ||||||||||
Number of Votes | 1 | |||||||||
Economic rights held by affiliated entity | 0.00% | |||||||||
RCAP Equity Plan | Common Class A | Restricted Stock | ||||||||||
Class of Stock [Line Items] | ||||||||||
Restricted shares, grants in period | 1,314,097 | 1,817,238 |
EquityBased_Compensation_Narra
Equity-Based Compensation - Narrative (Details) (USD $) | 3 Months Ended | ||
Mar. 31, 2015 | Mar. 31, 2014 | Dec. 31, 2014 | |
Restricted Stock | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Share-based compensation | $400,000 | $2,300,000 | |
Nonvested shares (in shares) | 3,185,465 | 2,276,713 | |
Restricted Stock | RCAP Holdings, LLC | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Share-based compensation | 3,900,000 | 400,000 | |
Nonvested shares (in shares) | 281,633 | 368,625 | |
FA RSU Plan | Restricted Stock Units (RSUs) | RCAP Holdings, LLC | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Issuance of common stock, shares | 69,427 | ||
Nonvested shares (in shares) | 161,680 | ||
Internal Commissions, Payroll and Benefits | FA RSU Plan | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Share-based compensation | 400,000 | 700,000 | |
Internal Commissions, Payroll and Benefits | 2014 Stock Purchase Plan | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Share-based compensation | $100,000 | $0 |
Equitybased_Compensation_Restr
Equity-based Compensation - Restricted Share Activity (Details) (USD $) | 3 Months Ended | 12 Months Ended |
In Thousands, except Share data, unless otherwise specified | Mar. 31, 2015 | Dec. 31, 2014 |
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 | $3.42 | |
Restricted shares, grants in period, weighted-average issue price | $0 | |
Restricted shares, vested in period, weighted-average issue price | $0 | |
Restricted shares, forfeited in period, weighted-average issue price | $0 | |
Ending balance, restricted shares, nonvested, weighted-average issue price | $3.42 | |
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 | $1,352 | |
Restricted shares, aggregate intrinsic value, granted | 0 | |
Restricted shares, aggregate intrinsic value, vested | 0 | |
Restricted shares, aggregate intrinsic value, forfeited | 0 | |
Ending balance, restricted shares, aggregate intrinsic value, nonvested | 1,352 | |
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 | 2,276,713 | |
Restricted shares, grants in period | 1,652,082 | |
Restricted shares, vested in period | 335,918 | |
Restricted shares, forfeited in period | 199,989 | |
Restricted shares, retired in period | 207,423 | |
Ending balance, restricted shares, nonvested, number | 3,185,465 | 2,276,713 |
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 | $34.86 | |
Restricted shares, grants in period, weighted-average issue price | $11.25 | |
Restricted shares, vested in period, weighted-average issue price | $32.05 | |
Restricted shares, forfeited in period, weighted-average issue price | $38.92 | |
Restricted shares, retired in period, weighted-average issue price | $32.57 | |
Ending balance, restricted shares, nonvested, weighted-average issue price | $22.81 | $34.86 |
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 | 79,375 | |
Restricted shares, aggregate intrinsic value, granted | 18,586 | |
Restricted shares, aggregate intrinsic value, vested | 10,766 | |
Restricted shares, aggregate intrinsic value, forfeited | 7,784 | |
Restricted shares, aggregate intrinsic value, retired | 6,756 | |
Ending balance, restricted shares, aggregate intrinsic value, nonvested | $72,655 | $79,375 |
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 6 months 15 days | 3 years 1 month 2 days |
Restricted shares, grants in period, weighted average vesting period | 4 years 1 month 28 days | |
Ending balance, restricted shares, nonvested, weighted average vesting period | 3 years 6 months 15 days | 3 years 1 month 2 days |
Equitybased_Compensation_Restr1
Equity-based Compensation - Restricted Share Grant Compensation Expense (Details) (USD $) | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2015 | Mar. 31, 2014 | Dec. 31, 2014 | |
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 | $3.42 | ||
Restricted shares, grants in period, weighted-average issue price | $0 | ||
Restricted shares, vested in period, weighted-average issue price | $0 | ||
Restricted shares, forfeited in period, weighted-average issue price | $0 | ||
Ending balance, restricted shares, nonvested, weighted-average issue price | $3.42 | ||
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 | $1,352,000 | ||
Restricted shares, aggregate intrinsic value, granted | 0 | ||
Restricted shares, aggregate intrinsic value, vested | 0 | ||
Restricted shares, aggregate intrinsic value, forfeited | 0 | ||
Ending balance, restricted shares, aggregate intrinsic value, nonvested | 1,352,000 | ||
Restricted Stock | |||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | |||
Share-based compensation | 400,000 | 2,300,000 | |
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 | 2,276,713 | ||
Restricted shares, grants in period | 1,652,082 | ||
Restricted shares, vested in period | 335,918 | ||
Restricted shares, forfeited in period | 199,989 | ||
Ending balance, restricted shares, nonvested, number | 3,185,465 | 2,276,713 | |
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 | $34.86 | ||
Restricted shares, grants in period, weighted-average issue price | $11.25 | ||
Restricted shares, vested in period, weighted-average issue price | $32.05 | ||
Restricted shares, forfeited in period, weighted-average issue price | $38.92 | ||
Ending balance, restricted shares, nonvested, weighted-average issue price | $22.81 | $34.86 | |
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 | 79,375,000 | ||
Restricted shares, aggregate intrinsic value, granted | 18,586,000 | ||
Restricted shares, aggregate intrinsic value, vested | 10,766,000 | ||
Restricted shares, aggregate intrinsic value, forfeited | 7,784,000 | ||
Ending balance, restricted shares, aggregate intrinsic value, nonvested | 72,655,000 | 79,375,000 | |
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 6 months 15 days | 3 years 1 month 2 days | |
Restricted shares, grants in period, weighted average vesting period | 4 years 1 month 28 days | ||
Ending balance, restricted shares, nonvested, weighted average vesting period | 3 years 6 months 15 days | 3 years 1 month 2 days | |
RCAP Holdings, LLC | Restricted Stock | |||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | |||
Share-based compensation | 3,900,000 | 400,000 | |
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 | 368,625 | ||
Restricted shares, grants in period | 0 | ||
Restricted shares, vested in period | 86,992 | ||
Restricted shares, forfeited in period | 0 | ||
Ending balance, restricted shares, nonvested, number | 281,633 | 368,625 | |
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 | $9.05 | ||
Restricted shares, grants in period, weighted-average issue price | $0 | ||
Restricted shares, vested in period, weighted-average issue price | $9.87 | ||
Restricted shares, forfeited in period, weighted-average issue price | $0 | ||
Ending balance, restricted shares, nonvested, weighted-average issue price | $9.85 | $9.05 | |
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 | 3,335,000 | ||
Restricted shares, aggregate intrinsic value, granted | 0 | ||
Restricted shares, aggregate intrinsic value, vested | 859,000 | ||
Restricted shares, aggregate intrinsic value, forfeited | 0 | ||
Ending balance, restricted shares, aggregate intrinsic value, nonvested | $2,774,000 | $3,335,000 | |
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 | 2 years 6 months 29 days | 2 years 9 months 29 days | |
Restricted shares, grants in period, weighted average vesting period | 0 years | ||
Ending balance, restricted shares, nonvested, weighted average vesting period | 2 years 6 months 29 days | 2 years 9 months 29 days |
Equitybased_Compensation_Restr2
Equity-based Compensation - Restricted Shares Activity Granted to RCAP (Details) (Restricted Stock, USD $) | 3 Months Ended | |
Mar. 31, 2015 | Mar. 31, 2014 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Share-based compensation | $400,000 | $2,300,000 |
RCAP Holdings, LLC | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Share-based compensation | $3,900,000 | $400,000 |
EquityBased_Compensation_Warra
Equity-Based Compensation - Warrants (Details) (USD $) | 3 Months Ended | 12 Months Ended |
In Thousands, except Share data, unless otherwise specified | Mar. 31, 2015 | Dec. 31, 2014 |
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 | 3.42 | |
Restricted shares, grants in period, weighted-average issue price | 0 | |
Restricted shares, vested in period, weighted-average issue price | 0 | |
Restricted shares, forfeited in period, weighted-average issue price | 0 | |
Ending balance, restricted shares, nonvested, weighted-average issue price | 3.42 | |
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 | 1,352 | |
Restricted shares, aggregate intrinsic value, granted | 0 | |
Restricted shares, aggregate intrinsic value, vested | 0 | |
Restricted shares, aggregate intrinsic value, forfeited | 0 | |
Ending balance, restricted shares, aggregate intrinsic value, nonvested | 1,352 | |
Warrant | ||
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 | 395,417 | |
Restricted shares, grants in period | 0 | |
Restricted shares, vested in period | 0 | |
Restricted shares, forfeited in period | 0 | |
Ending balance, restricted shares, nonvested, number | 395,417 | 395,417 |
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 | 2 years 7 months 6 days | 2 years 10 months 6 days |
Restricted shares, grants in period, weighted average vesting period | 0 years | |
Ending balance, restricted shares, nonvested, weighted average vesting period | 2 years 7 months 6 days | 2 years 10 months 6 days |
Income_Taxes_Details
Income Taxes (Details) (USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | Mar. 31, 2015 | Dec. 31, 2014 |
Income Tax Disclosure [Abstract] | ||
Net deferred tax liability | $269,259 | $266,202 |
Effective income tax rate reconciliation, percent | 31.40% |
Earnings_Per_Share_Basic_and_D
Earnings Per Share - Basic and Diluted Calculation (Details) (USD $) | 3 Months Ended | 0 Months Ended | |||
Mar. 31, 2015 | Mar. 31, 2014 | Dec. 19, 2014 | Feb. 23, 2015 | Jun. 30, 2014 | |
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | |||||
Net income (loss) attributable to common stock | ($20,756,000) | $3,285,000 | |||
Earnings Per Share, Basic [Abstract] | |||||
Weighted average number of shares outstanding, basic (in shares) | 71,129,912 | 26,831,762 | |||
Basic earnings per share (in dollars per share) | ($0.29) | $0.11 | |||
Diluted [Abstract] | |||||
Undistributed Earnings (Loss) Allocated to Participating Securities, Diluted | -39,874,000 | 2,982,000 | |||
Weighted average number of shares outstanding, diluted (in shares) | 85,554,546 | 28,156,762 | |||
Diluted (in dollars per share) | ($0.47) | $0.11 | |||
Series B Preferred Stock | |||||
Diluted [Abstract] | |||||
Stock dividend | 4,100,000 | ||||
Issuance of common stock, shares | 5,800,000 | ||||
Common Class A | |||||
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | |||||
Net income (loss) attributable to common stock | -20,756,000 | 3,285,000 | |||
Weighted average number of shares outstanding, basic and diluted (in shares) | 71,129,912 | 26,831,762 | |||
Earnings per share, basic and diluted (in dollars per shares) | ($0.29) | $0.12 | |||
Earnings Per Share, Basic [Abstract] | |||||
Weighted average number of shares outstanding, basic and diluted (in shares) | 71,129,912 | 26,831,762 | |||
Dividend equivalents on restricted stock | -20,756,000 | 2,958,000 | |||
Weighted average number of shares outstanding, basic (in shares) | 71,129,912 | 26,831,762 | |||
Basic earnings per share (in dollars per share) | ($0.29) | $0.11 | |||
Series A Preferred Stock | |||||
Diluted [Abstract] | |||||
Issuance of common stock, shares | 2,042,022 | ||||
Restricted Stock Units (RSUs) | |||||
Earnings Per Share, Basic [Abstract] | |||||
Dividend equivalents on restricted stock | -327,000 | ||||
Weighted average number of shares outstanding, basic (in shares) | 0 | ||||
Basic earnings per share (in dollars per share) | ($0.01) | ||||
Series C Preferred Stock | |||||
Dilutive Securities, Effect on Basic Earnings Per Share [Abstract] | |||||
Net income (loss) available to common stockholders, basic | -14,183,000 | ||||
Diluted [Abstract] | |||||
Weighted average number of shares outstanding, diluted (in shares) | 8,758,912 | ||||
Diluted (in dollars per share) | ($0.15) | ||||
Stock dividend | 2,000,000 | ||||
Convertible Debt Securities [Member] | |||||
Dilutive Securities, Effect on Basic Earnings Per Share [Abstract] | |||||
Net income (loss) available to common stockholders, basic | -4,935,000 | ||||
Diluted [Abstract] | |||||
Weighted average number of shares outstanding, diluted (in shares) | 5,665,722 | ||||
Diluted (in dollars per share) | ($0.03) | ||||
FA RSU Plan | Restricted Stock Units (RSUs) | |||||
Earnings Per Share, Basic [Abstract] | |||||
Dividend equivalents on restricted stock | 24,000 | ||||
Dilutive Securities, Effect on Basic Earnings Per Share [Abstract] | |||||
Restricted units produced in hypothetical buy back of FA RSUs (Denominator) | 1,325,000 | ||||
Earnings Per Share, Diluted, Undistributed | $0 | ||||
Derivative Contracts | Series C Preferred Stock | |||||
Diluted [Abstract] | |||||
Derivative, gain on derivative | 16,300,000 | ||||
Derivative Contracts | Interest Expense | Series C Preferred Stock | |||||
Diluted [Abstract] | |||||
Change in Unrealized Gain (Loss) on Fair Value Hedging Instruments | 2,200,000 | ||||
First Allied acquisition | Common Class A | |||||
Diluted [Abstract] | |||||
Issuance of common stock, shares | 11,264,929 | ||||
Convertible Notes Payable | Call Option | Convertible Preferred Stock | |||||
Diluted [Abstract] | |||||
Embedded derivative, gain (loss) on embedded derivative | 6,800,000 | ||||
Convertible Notes Payable | Call Option | Interest Expense | Convertible Preferred Stock | |||||
Diluted [Abstract] | |||||
Change in Unrealized Gain (Loss) on Fair Value Hedging Instruments | $1,800,000 |
Commitment_and_Contingencies_N
Commitment and Contingencies - Narrative (Details) (USD $) | 0 Months Ended | 3 Months Ended | 0 Months Ended | ||
Dec. 19, 2014 | Mar. 31, 2015 | Mar. 31, 2014 | Sep. 30, 2014 | Dec. 04, 2014 | |
line | |||||
Line of Credit Facility [Line Items] | |||||
Rental expense | $3,200,000 | $1,100,000 | |||
Number of business lines | 3 | ||||
Accrued litigation | 9,100,000 | ||||
Debt term | 2 years | ||||
Payment in year two | 65,150,000 | ||||
Payment in year three | 109,252,000 | ||||
First Line of Credit | |||||
Line of Credit Facility [Line Items] | |||||
Long-term line of credit | 25,000,000 | ||||
Long-term Line of Credit | 23,000,000 | ||||
Second Line of Credit | |||||
Line of Credit Facility [Line Items] | |||||
Long-term line of credit | 50,000,000 | ||||
ICH acquisition | |||||
Line of Credit Facility [Line Items] | |||||
Long-term line of credit | 1,000,000 | ||||
Cole Capital | |||||
Line of Credit Facility [Line Items] | |||||
Total consideration | 700,000,000 | ||||
Partial payment | 10,000,000 | ||||
Level 3 | Prepaid expenses and other assets - oil and gas interests | Fair Value, Measurements, Recurring | |||||
Line of Credit Facility [Line Items] | |||||
Unfunded Commitments | 7,000 | ||||
ARCP | |||||
Line of Credit Facility [Line Items] | |||||
Settlement amount | 32,700,000 | ||||
Closing costs retained from litigation settlement | 10,000,000 | ||||
Amount released from contract | 2,000,000 | ||||
Promissory note (legal settlement) | ARCP | |||||
Line of Credit Facility [Line Items] | |||||
Convertible notes, face value | 15,300,000 | ||||
Debt term | 2 years | ||||
Interest rate | 8.00% | ||||
Payment in year one | 7,700,000 | ||||
Payment in year two | 3,800,000 | ||||
Payment in year three | $3,800,000 |
Commitments_and_Contingencies_1
Commitments and Contingencies - Leases (Details) (USD $) | Mar. 31, 2015 |
In Thousands, unless otherwise specified | |
Commitments and Contingencies Disclosure [Abstract] | |
2016 | $11,910 |
2017 | 10,591 |
2019 | 9,027 |
2020 | 7,468 |
2019 | 6,629 |
Thereafter | 21,953 |
Total | $67,578 |
Commitments_and_Contingencies_2
Commitments and Contingencies - Service Contract (Details) (USD $) | Mar. 31, 2015 |
In Thousands, unless otherwise specified | |
Commitments and Contingencies Disclosure [Abstract] | |
2016 | $10,386 |
2017 | 9,210 |
2018 | 6,567 |
2019 | 6,567 |
2020 | 6,567 |
Thereafter | 2,336 |
Total | $41,633 |
Net_Capital_Requirements_Narra
Net Capital Requirements - Narrative (Details) (USD $) | 1 Months Ended | |
Mar. 31, 2015 | Dec. 31, 2014 | |
Compliance with Regulatory Capital Requirements under Banking Regulations [Line Items] | ||
Minimum ratio of aggregate indebtedness to net capital | 15 | |
Minimum net capital as a percent of aggregate indebtedness | 2.00% | |
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% | |
Minimum net capital required for entity | 250,000 | |
JP Turner & Company, LLC | ||
Compliance with Regulatory Capital Requirements under Banking Regulations [Line Items] | ||
Required net capital | 250,000 | 442,000 |
Contributions | $4,000,000 |
Net_Capital_Requirements_Detai
Net Capital Requirements (Details) (USD $) | Mar. 31, 2015 | Dec. 31, 2014 |
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 | 8,532,000 | 18,770,000 |
Required net capital | 1,313,000 | 1,174,000 |
Net capital in excess of required net capital | 7,219,000 | 17,596,000 |
Ratio of indebtedness to net capital | 2.31 | 0.94 |
First Allied Securities, Inc. | ||
Computation of Net Capital Requirement, Aggregate Indebtedness Standard [Abstract] | ||
Net capital | 4,005,000 | 3,431,000 |
Computation of Net Capital Requirement, Alternative Standard [Abstract] | ||
Required net capital | 250,000 | 250,000 |
Alternative Excess Net Capital | 3,755,000 | 3,181,000 |
Legend Equities Corporation: | ||
Computation of Net Capital Requirement, Aggregate Indebtedness Standard [Abstract] | ||
Net capital | 2,967,000 | 2,067,000 |
Required net capital | 160,000 | 187,000 |
Ratio of indebtedness to net capital | 0.81 | 1.36 |
Computation of Net Capital Requirement, Alternative Standard [Abstract] | ||
Alternative Excess Net Capital | 2,807,000 | 1,880,000 |
Cetera Advisor Networks LLC | ||
Computation of Net Capital Requirement, Aggregate Indebtedness Standard [Abstract] | ||
Net capital | 11,481,000 | 13,785,000 |
Computation of Net Capital Requirement, Alternative Standard [Abstract] | ||
Required net capital | 250,000 | 250,000 |
Alternative Excess Net Capital | 11,231,000 | 13,535,000 |
Cetera Advisors LLC | ||
Computation of Net Capital Requirement, Aggregate Indebtedness Standard [Abstract] | ||
Net capital | 6,548,000 | 9,294,000 |
Computation of Net Capital Requirement, Alternative Standard [Abstract] | ||
Required net capital | 250,000 | 250,000 |
Alternative Excess Net Capital | 6,298,000 | 9,044,000 |
Cetera Financial Specialists LLC | ||
Computation of Net Capital Requirement, Aggregate Indebtedness Standard [Abstract] | ||
Net capital | 4,193,000 | 5,018,000 |
Computation of Net Capital Requirement, Alternative Standard [Abstract] | ||
Required net capital | 250,000 | 250,000 |
Alternative Excess Net Capital | 3,943,000 | 4,768,000 |
Cetera Investment Services LLC | ||
Computation of Net Capital Requirement, Aggregate Indebtedness Standard [Abstract] | ||
Net capital | 13,718,000 | 17,190,000 |
Required net capital | 250,000 | 250,000 |
Net capital in excess of required net capital | 13,468,000 | 16,940,000 |
Net capital as a percentage of aggregate debit items | 121.00% | 192.00% |
Hatteras Capital Distributors, LLC | ||
Computation of Net Capital Requirement, Aggregate Indebtedness Standard [Abstract] | ||
Net capital | 2,318,000 | 2,145,000 |
Required net capital | 5,000 | 5,000 |
Net capital in excess of required net capital | 2,313,000 | 2,140,000 |
Ratio of indebtedness to net capital | 0.03 | 0.02 |
JP Turner & Company, LLC | ||
Computation of Net Capital Requirement, Aggregate Indebtedness Standard [Abstract] | ||
Net capital | -882,000 | 3,379,000 |
Required net capital | 250,000 | 442,000 |
Net capital in excess of required net capital | -1,132,000 | 2,937,000 |
Ratio of indebtedness to net capital | 1.96 | |
Summit Brokerage Services, Inc. | ||
Computation of Net Capital Requirement, Aggregate Indebtedness Standard [Abstract] | ||
Net capital | 6,875,000 | 5,878,000 |
Required net capital | 411,000 | 506,000 |
Net capital in excess of required net capital | 6,464,000 | 5,372,000 |
Ratio of indebtedness to net capital | 0.9 | 1.29 |
Investors Capital Corporation | ||
Computation of Net Capital Requirement, Aggregate Indebtedness Standard [Abstract] | ||
Net capital | 3,384,000 | 3,817,000 |
Required net capital | 250,000 | 250,000 |
Net capital in excess of required net capital | 3,134,000 | 3,567,000 |
Advisor Direct, Inc | ||
Computation of Net Capital Requirement, Aggregate Indebtedness Standard [Abstract] | ||
Net capital | 23,000 | 12,000 |
Required net capital | 5,000 | 5,000 |
Net capital in excess of required net capital | 18,000 | 7,000 |
Ratio of indebtedness to net capital | 3.17 | 5.67 |
SC Distributors LLC | ||
Computation of Net Capital Requirement, Aggregate Indebtedness Standard [Abstract] | ||
Net capital | 680,000 | 2,004,000 |
Required net capital | 250,000 | 250,000 |
Net capital in excess of required net capital | 430,000 | 1,754,000 |
VSR Financial Services, Inc. | ||
Computation of Net Capital Requirement, Aggregate Indebtedness Standard [Abstract] | ||
Net capital | 4,151,000 | |
Required net capital | 436,000 | |
Net capital in excess of required net capital | 3,715,000 | |
Ratio of indebtedness to net capital | 0.0157 | |
Girard Securities, Inc. | ||
Computation of Net Capital Requirement, Aggregate Indebtedness Standard [Abstract] | ||
Net capital | 2,086,000 | |
Required net capital | 362,000 | |
Net capital in excess of required net capital | $1,724,000 | |
Ratio of indebtedness to net capital | 0.026 |
Related_Party_Transactions_Det
Related Party Transactions (Details) (USD $) | 3 Months Ended | |||
Mar. 31, 2015 | Mar. 31, 2014 | Dec. 31, 2014 | Apr. 28, 2014 | |
Related Party Transaction [Line Items] | ||||
Allocation to operating subsidiaries | 100.00% | |||
Expenses allocated to the operating subsidiaries from the company | $3,700,000 | $1,900,000 | ||
Due from related parties, current | 3,249,000 | 2,479,000 | ||
Management fee | 10.00% | |||
Quarterly fee (related party) | 0 | 1,782,000 | ||
Outperformance bonus | 0 | 7,150,000 | ||
Crestline Hotels and Resorts, LLC | ||||
Related Party Transaction [Line Items] | ||||
Rent expense | 30,000 | 10,000 | ||
American Realty Capital | ||||
Related Party Transaction [Line Items] | ||||
Revenue from related parties | 82,200,000 | 186,100,000 | ||
Related product receivables | 34,200,000 | 31,600,000 | ||
Parent | ||||
Related Party Transaction [Line Items] | ||||
Allocated operating expenses | 1,400,000 | |||
ARC Advisory Services, LLC | ||||
Related Party Transaction [Line Items] | ||||
Allocated operating expenses | 1,000,000 | |||
Allocated operating expenses payable | 400,000 | 500,000 | ||
Affiliated Entity | ||||
Related Party Transaction [Line Items] | ||||
Money Market Funds, at Carrying Value | 10,600,000 | 19,000,000 | ||
Realized Investment Gains (Losses) | 30,000 | 700,000 | ||
LTIP Units | ||||
Related Party Transaction [Line Items] | ||||
LTIP Units earned (in shares) | 310,947 | |||
LTIP Units forfeited (in shares) | 1,014,053 | |||
RCAP Holdings, LLC | ||||
Related Party Transaction [Line Items] | ||||
Due from related parties, current | $0 | $0 | ||
RCAP Holdings, LLC | Common Class A | ||||
Related Party Transaction [Line Items] | ||||
Noncontrolling interest, ownership percentage by noncontrolling owners | 43.34% | |||
Economic rights | RCAP Holdings, LLC | Common Class A | RCAP Holdings, LLC | ||||
Related Party Transaction [Line Items] | ||||
Noncontrolling interest, ownership percentage by noncontrolling owners | 39.64% |
Employee_Benefits_Details
Employee Benefits (Details) (Other Postretirement Benefit Plan, USD $) | 3 Months Ended | |
In Millions, unless otherwise specified | Mar. 31, 2015 | Mar. 31, 2014 |
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 | $4.70 | $1.80 |
Internal Commissions, Payroll and Benefits | Deferred Compensation Plans for Financial Advisors | ||
Defined Contribution Plan Disclosure [Line Items] | ||
Deferred compensation costs | 1.7 | |
Internal Commissions, Payroll and Benefits | Rabbi Trust Agreement | ||
Defined Contribution Plan Disclosure [Line Items] | ||
Deferred compensation costs | 0.2 | |
Other Revenue | Deferred Compensation Plans for Financial Advisors | ||
Defined Contribution Plan Disclosure [Line Items] | ||
Gain on hedge | $1.70 |
Segment_Reporting_Details
Segment Reporting (Details) (USD $) | 3 Months Ended | ||
In Thousands, unless otherwise specified | Mar. 31, 2015 | Mar. 31, 2014 | Dec. 31, 2014 |
segment | |||
Segment Reporting Information [Line Items] | |||
Number of operating segments | 6 | ||
Revenues | $625,584 | $273,368 | |
Expenses | 648,004 | 258,316 | |
Income (loss) before taxes | -22,420 | 15,052 | |
Assets | 2,523,671 | 2,466,628 | |
Independent retail advice | |||
Segment Reporting Information [Line Items] | |||
Revenues | 503,559 | 92,758 | |
Expenses | 503,474 | 93,606 | |
Income (loss) before taxes | 85 | -848 | |
Wholesale distribution: | |||
Segment Reporting Information [Line Items] | |||
Revenues | 89,145 | 139,110 | |
Expenses | 105,846 | 142,635 | |
Income (loss) before taxes | -16,701 | -3,525 | |
Investment banking, capital markets and transaction management services: | |||
Segment Reporting Information [Line Items] | |||
Revenues | 18,812 | 48,544 | |
Expenses | 14,805 | 22,226 | |
Income (loss) before taxes | 4,007 | 26,318 | |
Investment management | |||
Segment Reporting Information [Line Items] | |||
Revenues | 13,380 | 0 | |
Expenses | 13,158 | 0 | |
Income (loss) before taxes | 222 | 0 | |
Investment research: | |||
Segment Reporting Information [Line Items] | |||
Revenues | 1,183 | 0 | |
Expenses | 3,147 | 444 | |
Income (loss) before taxes | -1,964 | -444 | |
Corporate and other: | |||
Segment Reporting Information [Line Items] | |||
Revenues | 23,033 | 0 | |
Expenses | 31,102 | 6,449 | |
Income (loss) before taxes | -8,069 | -6,449 | |
Total revenues for reportable segments | |||
Segment Reporting Information [Line Items] | |||
Revenues | 649,112 | 280,412 | |
Income (loss) before taxes | -22,420 | 15,052 | |
Assets | 2,538,513 | 2,494,320 | |
Total revenues for reportable segments | Independent retail advice | |||
Segment Reporting Information [Line Items] | |||
Assets | 2,100,475 | 1,980,614 | |
Total revenues for reportable segments | Investment research: | |||
Segment Reporting Information [Line Items] | |||
Assets | 12,304 | 12,291 | |
Total revenues for reportable segments | Corporate and other: | |||
Segment Reporting Information [Line Items] | |||
Assets | 59,439 | 112,423 | |
Total revenues for reportable segments | Wholesale distribution: | |||
Segment Reporting Information [Line Items] | |||
Assets | 182,749 | 192,669 | |
Total revenues for reportable segments | Investment banking, capital markets and transaction management services: | |||
Segment Reporting Information [Line Items] | |||
Assets | 110,729 | 116,980 | |
Total revenues for reportable segments | Investment management: | |||
Segment Reporting Information [Line Items] | |||
Assets | 72,817 | 79,343 | |
Intercompany revenues | |||
Segment Reporting Information [Line Items] | |||
Revenues | 23,528 | 7,044 | |
Related product receivables | 2,523,671 | 2,466,628 | |
Less: intercompany eliminations | |||
Segment Reporting Information [Line Items] | |||
Income (loss) before taxes | 0 | 0 | |
Other assets and intercompany investments and receivables | $14,842 | $27,692 |