Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Jun. 30, 2015 | Aug. 10, 2015 | |
Document Information [Line Items] | ||
Entity Registrant Name | RCS Capital Corp | |
Entity Central Index Key | 1,568,832 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Accelerated Filer | |
Document Type | 10-Q | |
Document Period End Date | Jun. 30, 2015 | |
Document Fiscal Year Focus | 2,015 | |
Document Fiscal Period Focus | Q2 | |
Amendment Flag | false | |
Common Class A | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 77,296,297 | |
Common Class B | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 1 |
Consolidated Statements of Fina
Consolidated Statements of Financial Condition - USD ($) $ in Thousands | Jun. 30, 2015 | Dec. 31, 2014 |
Assets | ||
Cash and cash equivalents | $ 175,652 | $ 199,435 |
Cash and securities segregated under federal and other regulations | 19,073 | 19,030 |
Available-for-sale securities | 2,701 | 11,473 |
Trading securities | 10,777 | 10,242 |
Accounts Receivable, Net [Abstract] | ||
Due from related parties | 19,725 | 31,580 |
Due from non-related parties | 155,598 | 141,309 |
Prepaid expenses and other assets | 81,900 | 85,674 |
Property and equipment (net of accumulated depreciation of $9,527 and $5,488, respectively) | 39,276 | 24,746 |
Deferred compensation plan investments | 86,654 | 83,456 |
Notes receivable (net of allowance of $1,086 and $914, respectively) | 75,039 | 68,989 |
Deferred financing fees | 36,993 | 27,808 |
Intangible assets (net of accumulated amortization of $122,214 and $68,106, respectively) | 1,122,969 | 1,243,525 |
Goodwill | 530,949 | 519,361 |
Total assets | 2,357,306 | 2,466,628 |
LIABILITIES AND STOCKHOLDERS' EQUITY | ||
Payable to customers | 22,764 | 13,832 |
Commissions payable | 113,556 | 102,056 |
Accrued expenses | ||
Due to related parties | 1,847 | 2,479 |
Due to non-related parties | 111,551 | 93,898 |
Derivative contracts | 39,647 | 81,032 |
Other liabilities | 51,147 | 37,036 |
Deferred compensation plan accrued liabilities | 87,297 | 84,963 |
Net deferred tax liability | 220,639 | 266,202 |
Contingent and deferred consideration | 109,298 | 145,430 |
Long-term debt | 804,285 | 804,411 |
Total liabilities | 1,562,031 | 1,631,339 |
Commitments and contingencies — See Note 16 for more information. | 0 | 0 |
Additional paid-in capital | 755,808 | 723,113 |
Accumulated other comprehensive loss | 80 | (120) |
Retained earnings | (259,106) | (179,804) |
Total stockholders’ equity | 496,859 | 543,260 |
Non-controlling interest | 31,813 | 34,041 |
Total liabilities, mezzanine and stockholders’ equity | 2,357,306 | 2,466,628 |
Series B Preferred Stock | ||
Accrued expenses | ||
Mezzanine equity | 152,458 | 146,700 |
Series C Preferred Stock | ||
Accrued expenses | ||
Mezzanine equity | 114,145 | 111,288 |
Common Class A | ||
Accrued expenses | ||
Common stock | 77 | 71 |
Common Class B | ||
Accrued expenses | ||
Common stock | $ 0 | $ 0 |
Consolidated Statements of Fin3
Consolidated Statements of Financial Condition (Parenthetical) - USD ($) $ in Thousands | 6 Months Ended | 12 Months Ended |
Jun. 30, 2015 | Dec. 31, 2014 | |
Property and equipment, accumulated depreciation | $ 9,527 | $ 5,488 |
Notes receivable, allowance for credit losses | 1,086 | 914 |
Intangible assets, accumulated amortization | $ 122,214 | $ 68,106 |
Series B Preferred Stock | ||
Interest rate | 11.00% | 11.00% |
Convertible preferred, par value | $ 0.001 | $ 0.001 |
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 | $ 0.001 | $ 0.001 |
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 | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 100,000,000 | 100,000,000 |
Common stock, shares issued | 77,151,089 | 70,571,540 |
Common stock, shares outstanding | 77,151,089 | 70,571,540 |
Common Class B | ||
Common stock, par value | $ 0.001 | $ 0.001 |
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 Oper
Consolidated Statements of Operations - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | |
Revenues: | ||||
Retail commissions | $ 283,426 | $ 175,229 | $ 561,494 | $ 223,118 |
Selling commissions: | ||||
Related party products | 55,588 | 169,591 | 100,071 | 262,011 |
Non-related party products | 15,124 | 2 | 28,417 | 159 |
Dealer manager fees: | ||||
Related party products | 26,322 | 78,632 | 47,262 | 123,070 |
Non-related party products | 6,802 | 0 | 12,782 | 72 |
Related party products | 6,489 | 17,677 | 11,903 | 49,409 |
Non-related party products | 0 | 3,375 | 0 | 3,375 |
Advisory and asset-based fees (non-related party) | 176,901 | 98,822 | 334,167 | 130,533 |
Transfer agency revenue (related party products) | 4,745 | 5,638 | 9,011 | 9,024 |
Services revenue: | ||||
Related party products | 8,511 | 12,066 | 15,274 | 20,166 |
Non-related party products | 3,165 | 101 | 6,037 | 182 |
Reimbursable expenses: | ||||
Related party products | 465 | 1,803 | 799 | 7,836 |
Non-related party products | 0 | 33 | 154 | 63 |
Investment fee revenue | 10,927 | 0 | 23,093 | 0 |
Transaction fees | 44,807 | 23,015 | 92,794 | 29,596 |
Other | 35,094 | 59,035 | 60,692 | 59,773 |
Total revenues | 678,366 | 645,019 | 1,303,950 | 918,387 |
Expenses: | ||||
Retail commissions and advisory | 409,101 | 253,132 | 794,978 | 321,602 |
Wholesale commissions: | ||||
Related party products | 36,730 | 147,148 | 64,873 | 234,144 |
Non-related party products | 14,118 | 2 | 26,802 | 159 |
Wholesale reallowance: | ||||
Related party products | 5,839 | 22,794 | 10,318 | 35,615 |
Non-related party products | 2,370 | 0 | 4,560 | 29 |
Investment fee expense | 6,387 | 0 | 13,273 | 0 |
Internal commissions, payroll and benefits | 84,147 | 73,385 | 166,423 | 116,744 |
Conferences and seminars | 12,325 | 11,015 | 21,195 | 18,011 |
Travel | 4,377 | 2,925 | 8,420 | 5,417 |
Marketing and advertising | 4,047 | 3,056 | 8,213 | 6,130 |
Professional fees | 16,207 | 9,933 | 28,290 | 14,533 |
Data processing | 11,085 | 8,772 | 21,531 | 12,549 |
Quarterly fee (related party) | 0 | 248 | 0 | 2,030 |
Acquisition-related costs | 5,200 | 6,546 | 7,656 | 13,263 |
Interest expense | 18,603 | 12,699 | 37,045 | 12,930 |
Occupancy | 8,438 | 5,792 | 16,182 | 8,831 |
Depreciation and amortization | 29,152 | 15,529 | 58,502 | 17,546 |
Goodwill and intangible assets impairment charge | 156,801 | 0 | 156,801 | 0 |
Clearing and exchange fees | 10,803 | 5,118 | 20,981 | 7,106 |
Outperformance bonus (related party) | 0 | 2,559 | 0 | 9,709 |
Change in fair value of contingent and deferred consideration | (54,023) | 156 | (50,367) | 163 |
Other expenses | 14,881 | 4,898 | 28,916 | 7,512 |
Total expenses | 796,588 | 585,707 | 1,444,592 | 844,023 |
Income (loss) before taxes | (118,222) | 59,312 | (140,642) | 74,364 |
Provision (benefit) for (from) income taxes | (52,073) | 10,840 | (59,112) | 13,743 |
Net (loss) income | (66,149) | 48,472 | (81,530) | 60,621 |
Less: net income attributable to non-controlling interests | (1,002) | 256 | (2,228) | 9,120 |
Less: preferred dividends and deemed dividend | 7,001 | 198,077 | 13,602 | 198,077 |
Net (loss) income attributable to Class A common stockholders | $ (72,148) | $ (149,861) | $ (92,904) | $ (146,576) |
Per Share Data | ||||
Basic (in dollars per share) | $ (0.97) | $ (3.49) | $ (1.28) | $ (4.21) |
Diluted (in dollars per share) | $ (1.11) | $ (3.59) | $ (1.59) | $ (4.53) |
Weighted average number of shares outstanding, basic (in shares) | 74,006,580 | 43,030,018 | 72,576,193 | 34,975,636 |
Weighted average number of shares outstanding, diluted (in shares) | 88,605,947 | 48,295,269 | 87,175,560 | 37,622,806 |
Cash dividend declared per common share (in dollars per share) | $ 0 | $ 0.18 | $ 0 | $ 0.36 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Income - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | |
Statement of Comprehensive Income [Abstract] | ||||
Net income | $ (66,149) | $ 48,472 | $ (81,530) | $ 60,621 |
Other comprehensive income, net of tax: | ||||
Available-for-sale securities | (52) | 92 | 200 | 508 |
Total other comprehensive income, net of tax | (52) | 92 | 200 | 508 |
Total comprehensive income (loss) | (66,201) | 48,564 | (81,330) | 61,129 |
Less: net comprehensive income (loss) attributable to non-controlling interests | (1,002) | 256 | (2,228) | 9,575 |
Less: preferred dividends and deemed dividends | 7,001 | 198,077 | 13,602 | 198,077 |
Net comprehensive income (loss) attributable to stockholders | $ (72,200) | $ (149,769) | $ (92,704) | $ (146,523) |
Consolidated Statements of Chan
Consolidated Statements of Changes in Stockholders' Equity - USD ($) $ in Thousands | Total | Additional Paid-in Capital | Retained Deficit | Accumulated Other Comprehensive Income | Parent | Noncontrolling Interest | Common Class A | Common Class ACommon Stock | Common Class AAdditional Paid-in Capital | Common Class ARetained Deficit | Common Class AParent | Common Class BCommon Stock | Restricted Stock Units (RSUs) | Restricted Stock Units (RSUs)Common Stock | Restricted Stock Units (RSUs)Additional Paid-in Capital | Restricted Stock Units (RSUs)Retained Deficit | Restricted Stock Units (RSUs)Parent | LTIP Units | LTIP UnitsNoncontrolling Interest | Summit Financial Services Group | Summit Financial Services GroupAdditional Paid-in Capital | Summit Financial Services GroupParent | Summit Financial Services GroupCommon Class ACommon Stock | Stock Purchase ProgramAdditional Paid-in Capital | Stock Purchase ProgramCommon Class ACommon Stock | IPO | IPOAdditional Paid-in Capital | IPOParent | IPOCommon Class ACommon Stock | JP Turner & Company, LLC | JP Turner & Company, LLCAdditional Paid-in Capital | JP Turner & Company, LLCParent | JP Turner & Company, LLCCommon Class ACommon Stock | Private Placement | Private PlacementAdditional Paid-in Capital | Private PlacementParent | Private PlacementCommon Class ACommon Stock | First Allied acquisitionRestricted Stock Units (RSUs) | First Allied acquisitionRestricted Stock Units (RSUs)Common Stock | First Allied acquisitionRestricted Stock Units (RSUs)Additional Paid-in Capital | First Allied acquisitionRestricted Stock Units (RSUs)Retained Deficit | First Allied acquisitionRestricted Stock Units (RSUs)Parent | JP Turner & Company, LLC | JP Turner & Company, LLCAdditional Paid-in Capital | JP Turner & Company, LLCParent | JP Turner & Company, LLCCommon Class ACommon Stock | VSR Acquisition | VSR AcquisitionAdditional Paid-in Capital | VSR AcquisitionParent | VSR AcquisitionCommon Class ACommon Stock | Girard Acquisition | Girard AcquisitionAdditional Paid-in Capital | Girard AcquisitionParent | Girard AcquisitionCommon Class ACommon Stock | ||
Beginning Balance (in shares) at Dec. 31, 2013 | 13,764,929 | 24,000,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
Beginning Balance at Dec. 31, 2013 | $ 216,354 | $ 180,528 | $ 1,164 | $ (46) | $ 181,684 | $ 34,670 | $ 14 | $ 24 | ||||||||||||||||||||||||||||||||||||||||||||||||
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 (in shares) at Feb. 10, 2014 | 13,764,929 | 24,000,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
Ending Balance at Feb. 10, 2014 | 226,823 | 180,528 | 2,081 | 1 | 182,648 | 44,175 | $ 14 | $ 24 | ||||||||||||||||||||||||||||||||||||||||||||||||
Beginning Balance (in shares) at Dec. 31, 2013 | 13,764,929 | 24,000,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
Beginning Balance at Dec. 31, 2013 | 216,354 | 180,528 | 1,164 | (46) | 181,684 | 34,670 | $ 14 | $ 24 | ||||||||||||||||||||||||||||||||||||||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Unrealized loss on available-for-sale securities, net of tax | 508 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
Ending Balance (in shares) at Jun. 30, 2014 | 63,209,261 | 1 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
Ending Balance at Jun. 30, 2014 | 519,462 | 509,191 | 0 | 7 | 509,261 | 10,201 | $ 63 | $ 0 | ||||||||||||||||||||||||||||||||||||||||||||||||
Beginning Balance (in shares) at Feb. 10, 2014 | 13,764,929 | 24,000,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
Beginning Balance at Feb. 10, 2014 | 226,823 | 180,528 | 2,081 | 1 | 182,648 | 44,175 | $ 14 | $ 24 | ||||||||||||||||||||||||||||||||||||||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Net loss | (147,213) | (161,997) | 14,504 | (147,493) | 280 | |||||||||||||||||||||||||||||||||||||||||||||||||||
Issuance of common stock (in shares) | 23,999,999 | (23,999,999) | 2,366,703 | 498,884 | 19,870,248 | 239,362 | 2,469,136 | |||||||||||||||||||||||||||||||||||||||||||||||||
Issuance of common stock | 1,203 | 44,676 | [1] | 44,676 | (43,473) | $ 24 | $ (24) | $ 8,974 | $ 3 | $ 14,214 | $ (5,243) | $ 8,974 | $ 10,431 | $ 10,431 | $ 10,431 | $ 373,871 | $ 373,851 | $ 373,871 | $ 20 | $ 4,860 | $ 4,860 | $ 4,860 | $ 47,727 | $ 47,725 | $ 47,727 | $ 2 | ||||||||||||||||||||||||||||||
Equity-based compensation (OPP) | 9,499 | 9,499 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
Unrealized loss on available-for-sale securities, net of tax | 6 | 6 | 6 | 0 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Distributions to non-controlling interests | $ (280) | $ (280) | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
Less: Dividend equivalents on Restricted Stock | $ (15,728) | $ (4,770) | $ (10,958) | $ (15,728) | (711) | (327) | (384) | (711) | ||||||||||||||||||||||||||||||||||||||||||||||||
Ending Balance (in shares) at Jun. 30, 2014 | 63,209,261 | 1 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
Ending Balance at Jun. 30, 2014 | 519,462 | 509,191 | 0 | 7 | 509,261 | 10,201 | $ 63 | $ 0 | ||||||||||||||||||||||||||||||||||||||||||||||||
Beginning Balance (in shares) at Dec. 31, 2014 | 70,571,540 | 1 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
Beginning Balance at Dec. 31, 2014 | 577,301 | 723,113 | (179,804) | (120) | 543,260 | 34,041 | $ 71 | $ 0 | ||||||||||||||||||||||||||||||||||||||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Retirement of shares (in shares) | (161) | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
Preferred stock conversion (in shares) | [2] | 2,042,022 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
Preferred stock conversion | [2] | $ (2) | $ 2 | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Net loss | (95,132) | (13,602) | (79,302) | (92,904) | (2,228) | |||||||||||||||||||||||||||||||||||||||||||||||||||
Issuance of common stock (in shares) | 1,236,490 | 69,427 | 245,813 | 2,436,429 | 549,529 | |||||||||||||||||||||||||||||||||||||||||||||||||||
Issuance of common stock | $ 9,169 | $ 1 | $ 9,168 | $ 0 | $ 9,169 | $ 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 | 200 | 200 | 200 | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Ending Balance (in shares) at Jun. 30, 2015 | 77,151,089 | 1 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
Ending Balance at Jun. 30, 2015 | $ 528,672 | $ 755,808 | $ (259,106) | $ 80 | $ 496,859 | $ 31,813 | $ 77 | $ 0 | ||||||||||||||||||||||||||||||||||||||||||||||||
[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 Cha7
Consolidated Statements of Changes in Stockholders' Equity (Parenthetical) $ in Millions | Feb. 10, 2014USD ($) |
Exchange Transaction | Additional Paid-in Capital | |
Deferred tax impact | $ 1.2 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2015 | Jun. 30, 2014 | |
Cash flows from operating activities: | ||
Net income | $ (81,530) | $ 60,621 |
Adjustments to reconcile net income to net cash provided by operating activities: | ||
Depreciation | 4,394 | 2,014 |
Amortization | 54,108 | 15,532 |
Goodwill and intangible assets impairment charge | 156,801 | 0 |
Equity-based compensation | 9,168 | 18,683 |
Deferred income taxes | (62,040) | 3,668 |
Loss/(gain) on the sale of available-for-sale securities | 369 | (171) |
Change in contingent and deferred consideration | (50,367) | 163 |
Gain on derivative contracts | (56,393) | (58,452) |
Deferred compensation plan investments, net | (864) | 135 |
Forgiveness of notes receivable | 4,124 | 2,507 |
Change in fair value of trading securities | 576 | (908) |
Deferred financing fees amortization | 6,178 | 1,280 |
Other | (213) | (36) |
Increase (decrease) resulting from changes in: | ||
Cash and securities segregated under federal and other regulations | (43) | 2,000 |
Trading securities | 5,190 | (301) |
Fees and commissions receivable: | ||
Due from related parties | 11,855 | 31,018 |
Due from non-related parties | (13,792) | (32,521) |
Prepaid expenses | 5,902 | (2,372) |
Notes receivable | (10,294) | (7,160) |
Payable to customers | 8,932 | (6,588) |
Commissions payable | 11,261 | 36,117 |
Accrued expenses and accounts payable: | ||
Due to related parties | (632) | (2,629) |
Due to non-related parties | 17,544 | (16,048) |
Other liabilities | 4,380 | (77,161) |
Payment of contingent consideration in excess of acquisition date fair value | (2,680) | (18) |
Net cash (used) provided by operating activities | 21,934 | (30,627) |
Cash flows from investing activities: | ||
Change in restricted cash | 0 | (26,000) |
Purchases of available-for-sale securities | (26) | (215) |
Proceeds from the sale of available-for-sale securities | 8,780 | 9,013 |
Purchase of property and equipment | (7,286) | (2,221) |
Proceeds from the written put option | 0 | 21,216 |
Net cash used in investing activities | (26,743) | (964,584) |
Cash flows from financing activities: | ||
Proceeds from the issuance of first lien revolving facility and term loans, respectively | 23,000 | 685,633 |
Payments on long-term debt | (21,831) | (1,352) |
Payment of contingent and deferred consideration | (7,877) | (13,154) |
Net proceeds from the issuance of convertible notes (including embedded derivative) | 0 | 83,551 |
Net proceeds from issuance of Series A convertible preferred stock (including embedded derivative) | 0 | 197,504 |
Net proceeds from issuance of common stock | 0 | 421,598 |
Dividends paid | 0 | (5,515) |
Payment of consent and arrangement fees | (12,266) | 0 |
Net cash (used) provided by financing activities | (18,974) | 1,368,265 |
Net (decrease) increase in cash | (23,783) | 373,054 |
Cash and cash equivalents, beginning of period | 199,435 | 70,059 |
Cash and cash equivalents, end of period | 175,652 | 443,113 |
Cetera Financial Group | ||
Cash flows from investing activities: | ||
Payments to acquire businesses, net of cash acquired | 0 | (891,101) |
Summit Financial Services Group | ||
Cash flows from investing activities: | ||
Payments to acquire businesses, net of cash acquired | 0 | (33,374) |
Hatteras Funds Group | ||
Cash flows from investing activities: | ||
Payments to acquire businesses, net of cash acquired | 0 | (29,195) |
JP Turner & Company, LLC | ||
Adjustments to reconcile net income to net cash provided by operating activities: | ||
Goodwill and intangible assets impairment charge | 26,200 | |
Cash flows from investing activities: | ||
Payments to acquire businesses, net of cash acquired | 0 | (2,615) |
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 | (19,104) | 0 |
Girard Acquisition | ||
Cash flows from investing activities: | ||
Payments to acquire businesses, net of cash acquired | $ (9,107) | $ 0 |
Organization and Description of
Organization and Description of the Company | 6 Months Ended |
Jun. 30, 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 | 6 Months Ended |
Jun. 30, 2015 | |
Business Combinations [Abstract] | |
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 six months ended June 30, 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 and six months ended June 30, 2014 have been prepared to reflect the financial position and results of operations of First Allied as if we had acquired it on September 25, 2013, the date that First Allied was acquired by RCAP Holdings. Following the announcement concerning certain accounting errors by VEREIT, Inc., formally known as American Realty Capital Properties, Inc. (“ARCP”), the market price of the Company’s Class A Common stock as well as its market capitalization declined. During the second quarter of 2015, as a result of our determination that it would be more effective if J.P. Turner no longer operated independently under its own brand, downward changes in our expectations of future growth and profitability for certain reporting units and the sustained decline in our market capitalization, the Company determined that it would be appropriate to test its goodwill and intangible assets for impairment as of June 30, 2015 for its most significant reporting units. For purposes of goodwill and intangible asset testing the Company’s reporting units are based on how management reviews its operating results at one level below our reportable segment. Therefore individual impairment testing was performed for each of Cetera, Summit, J.P. Turner, Hatteras, First Allied, ICH and StratCap. The Company tested goodwill for impairment at the reporting unit level using income and market-based approaches with the exception of the goodwill related to J.P. Turner and StratCap, where a net asset approach was used. The Company also tested its intangible assets for impairment using the income approach with the exception of the intangible assets related to J.P. Turner and StratCap, where a net asset approach was used. The Company believes the income and market-based methods selected are the most reliable indicators of the fair values of the reporting units within the independent retail, wholesale distribution and investment management businesses acquired except for J.P. Turner and StratCap where a net-asset methodology is a more reliable indicator, given that during the second quarter of 2015, the Company determined that it would be more effective if J.P. Turner no longer operated as a separate subsidiary and that it would no longer use the J.P. Turner brand. The Company has invited certain J.P. Turner financial advisors to join Summit. The change is expected to take place near the end of October 2015, at which time any advisors who have not been invited to join Summit will be terminated, and therefore, the operations of J.P. Turner are effectively considered to be in a run-off mode. As a result, J.P. Turner’s advisor relationships were not expected to generate future cash flows sufficient enough to justify the intangible assets, despite the fact that certain financial advisors will be retained. Because Step 1 of the quantitative goodwill impairment test indicated that the carrying value of each of StratCap, which is part of the Wholesale Distribution segment, and J.P. Turner, which is part of the Independent Retail Advice segment, exceeded its estimated fair value, a second phase of the quantitative goodwill impairment test (“Step 2”) was performed specific to StratCap and J.P. Turner. Under Step 2, the fair value of all of the assets and liabilities of StratCap and J.P. Turner were estimated, including tangible assets, advisor relationships and sponsor relationships for the purpose of deriving an estimate of the implied fair value of goodwill. The implied fair value of the goodwill was then compared to the carrying value of the goodwill to determine the amount of the impairment. Assumptions used in measuring the fair value of these assets and liabilities included the discount rates, long-term growth rates of revenues, profitability and cash flows, profit margins, control premiums as well as benchmarking the company-specific assumptions to market participant levels and assumptions associated with revenues and EBITDA of the comparable companies. As a result of the Step 2 analysis, during the three and six months ended June 30, 2015, the Company wrote-off $30.6 million and $13.6 million in goodwill which represented all of the goodwill related to the acquisitions of StratCap and J.P. Turner, respectively. The impairments were the result of these acquired companies experiencing slower growth in 2015 and the Company’s expectations of future growth and profitability are now lower than previous estimates and in the case of J.P. Turner, the decisions with respect to terminating the ongoing business operations, except for a limited number of financial advisors. In addition, as a result of our assessment of the fair value of the StratCap and J.P. Turner intangible assets, during the three and six months ended June 30, 2015, the Company also wrote-off intangible assets of $100.0 million related to sponsor relationships from the StratCap acquisition and $12.6 million related to the advisor relationships, non-compete agreements and trade names which represented all of J.P. Turner’s intangible assets. The decision to impair the StratCap intangible assets reflects, in part, the more transparent market price of the intangible assets in connection with the valuation of the StratCap reporting unit in the strategic transactions entered into on August 6, 2015. See Note 21 for more information. These impairments were all recorded in goodwill and intangible assets impairment in the statements of operations. For more information on the Company’s goodwill and intangible assets see Note 7. 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 LLC, Cetera Advisor Networks LLC, Cetera Investment Services LLC and Cetera Financial Specialists LLC. 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 As of June 30, 2015 , approximately $7.9 million of the goodwill from Cetera’s historic pre-acquisition goodwill is deductible for income tax purposes. The total Cetera consideration consisted of the following: ($ 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 six months ended June 30, 2014 are as follows: Six Months Ended June 30, ($ in millions) 2014 Total revenues $ 600.5 Loss before taxes (37.0 ) The supplemental pro forma results of operations for the six months ended June 30, 2014 include adjustments which reflect a full six months of amortization of intangible assets in connection with the closing of the acquisition on April 29, 2014. In addition, the Company recorded pro forma adjustments to eliminate intercompany revenues and expenses. For the six months ended June 30, 2014 , the Company adjusted the pro forma results to exclude acquisition-related expenses of $15.6 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 was $2.5 million , or approximately $0.06 per share of Summit common stock, which was paid (without interest) on June 29, 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 June 30, 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 six months ended June 30, 2014 are as follows: Six Months Ended June 30, ($ in millions) 2014 Total revenues $ 48.8 Loss before taxes (0.7 ) The supplemental pro forma results of operations for the six months ended June 30, 2014 include adjustments which reflect a full six months of amortization of intangible assets. In addition, the Company recorded pro forma adjustments to eliminate intercompany revenues and expenses. For the six months ended June 30, 2014 , the Company adjusted the pro forma results to exclude acquisition-related expenses of $4.7 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 six months ended June 30, 2015 which was reflected as a reduction in other expenses in the statement of operations. During the second quarter of 2015, the Company determined that it would be more effective if J.P. Turner no longer operated as a separate broker-dealer subsidiary and that it would no longer use the J.P. Turner brand. The Company has invited certain J.P. Turner financial advisors to join Summit. The change is expected to take place near the end of October 2015 at which time any advisors who have not been invited to join Summit will be terminated. During the three and six months ended June 30, 2015, the Company wrote-off $13.6 million in goodwill and $12.6 million in intangible assets, which represented all of the goodwill and remaining intangible assets related to the acquisition of J.P. Turner. The assignment of the total consideration for the J.P. Turner acquisition as of the date of the acquisition was as follows: ($ 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 June 30, 2015 , approximately $4.0 million of the goodwill from the J.P. Turner acquisition is deductible for income tax purposes. The total J.P. Turner consideration consisted of the following: ($ 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 six months ended June 30, 2014 are as follows: Six Months Ended June 30, ($ in millions) 2014 Total revenues $ 29.6 Income before taxes 2.0 The supplemental pro forma results of operations include adjustments which reflect a full six 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% was payable on June 30, 2015, the first anniversary of the closing date of the Hatteras acquisition. The payment due on June 30, 2015 has not been made and is accruing interest in accordance with the purchase agreement. (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 June 30, 2015 , the fair value of the contingent consideration was $30.5 million . The change in the fair value of the contingent consideration was recorded in other expenses on the consolidated statement of operations. The fair value was determined by an independent third-party valuation firm using projected pre-tax net income and discounted cash flow analysis which was reviewed by the Company. The assignment of the total consideration for the Hatteras acquisition as of the date of the acquisition was as follows: ($ 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 June 30, 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 at the date of acquisition which includes discounting for the time value of money. The estimated range of undiscounted outcomes of the contingent consideration as of June 30, 2015 was as follows: ($ in thousands) Low Case High Case Estimated contingent consideration amount $ 12,300 $ 84,740 The Company’s supplemental pro forma results of operations for Hatteras for the six months ended June 30, 2014 are as follows: Six Months Ended June 30, ($ in millions) 2014 Total revenues $ 29.7 Income before taxes 3.1 The supplemental pro forma results of operations for the six months ended June 30, 2014 include adjustments which reflect a full six months of amortization of intangible assets. In addition, the Company recorded pro forma adjustments to eliminate intercompany revenues and expenses. For the six months ended June 30, 2014 , the Company adjusted the pro forma results to exclude acquisition-related expenses of $0.6 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 June 30, 2015 , approximately $7.1 million of the goodwill from First Allied’s historic pre-acquisition goodwill was deductible for income tax purposes. Investors Capital Holdings . On July 11, 2014, the Company completed the acquisition of ICH. ICH was a 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 June 30, 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 six months ended June 30, 2014 are as follows: Six Months Ended June 30, ($ in millions) 2014 Total revenues $ 46.4 Loss before taxes (1.5 ) The supplemental pro forma results of operations include adjustments which reflect a full six 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 2016 and 2017 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 $75.0 million and $10.0 million , respectively. As of June 30, 2015 , the fair value of the contingent consideration was $24.4 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. During the quarter-end close as of and for the three and six months ended June 30, 2015, the Company became aware that previous calculations of the contingent consideration were incorrectly calculated. This miscalculation had an impact on the Goodwill and the Contingent consideration recorded in the Statement of Financial Condition and presented in the tables below as of the acquisition date. The tables have been updated to reflect an increase in goodwill of $7.7 million with a corresponding increase in the contingent consideration. As a result of this error, the results of operations as of and for the three and nine months ended September 31, 2014, as of and for the year ended December 31, 2014 and as of and for the three months ended March 31, 2015 were misstated by an immaterial amount. The current period three and six months ended June 30, 2015 consolidated statement of operations includes an out of period adjustment of $2.8 million and $3.0 million , respectfully, as an increase to Other expenses. The Company has evaluated this error and determined that it was not material to the previously issued audited and unaudited financial statements as well as the current unaudited financial statements. As mentioned above, during the three and six months ended June 30, 2015, the Company completed an analysis of all of its goodwill and intangible assets as of June 30, 2015, and determined that all of the goodwill associated with StratCap was impaired and the intangible assets were also impaired. During the three and six months ended June 30, 2015, the Company therefore wrote-off $30.6 million in goodwill and $100.0 million in intangible assets related to the acquisition of StratCap. In addition, as discussed in “Management’s Discussion and Analysis - Results of Operations”, the Company recorded a substantial decrease in the fair value of the contingent consideration liability reflecting a decline in expected future revenues from StratCap. The assignment of the total consideration for the StratCap acquisition as of the date of the acquisition was as follows: ($ 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 30,571 Intangible assets 121,380 Total consideration $ 162,480 As of June 30, 2015 , the goodwill from the StratCap acquisition is not deductible for income tax purposes. The total StratCa |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 6 Months Ended |
Jun. 30, 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 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 have been prepared 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 common revenue accounting guidance for U.S. GAAP and International Financial Reporting Standards. For public entities, the amendments were to be effective for annual reporting periods beginning after December 15, 2016, including interim periods within that reporting period. However, in July 2015, the FASB deferred the effective date of ASU 2014-09 and the guidance will be effective for public entities for annual reporting periods beginning after December 15, 2017. Early adoption is permitted for annual reporting periods beginning after December 15, 2016. 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 but does not expect the adoption to have a material impact to its financial condition or results of operations. 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 intends to adopt ASU 2015-03 beginning with the financial statements as of and for the year ended December 31, 2015. The adoption of ASU 2015-03 is expected to have an impact on the Company’s statement of financial condition as the deferred financing fees will be reported net against the long-term debt. The adoption of ASU 2015-03 is not expected to have an impact on the Company’s statement of operations. 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 | 6 Months Ended |
Jun. 30, 2015 | |
Fair Value Disclosures [Abstract] | |
Fair Value Disclosures | Fair Value Disclosures Fair Value of Instruments by Level. 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 six months ended June 30, 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 Series A preferred stock, 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. 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 June 30, 2015 are as follows: ($ in thousands) Level 1 Level 2 Level 3 Total Assets: Cash equivalents - money market funds $ 64,067 $ — $ — $ 64,067 Available-for-sale securities: Mutual funds 2,701 — — 2,701 Total available-for-sale 2,701 — — 2,701 Trading securities: Equity securities 163 — — 163 Mutual funds 9,592 — — 9,592 Certificate of deposits — 429 — 429 U.S. government bonds 2 9 — 11 State and municipal bonds 1 — — 1 Corporate bonds — 72 — 72 Other 39 — 470 509 Total trading securities 9,797 510 470 10,777 Deferred compensation plan investments: Money market fund 4,470 — — 4,470 International global funds 19,126 — — 19,126 U.S. equity funds 49,035 — — 49,035 U.S. fixed-income funds 10,937 — — 10,937 Mutual funds — 3,086 — 3,086 Total deferred compensation plan investments 83,568 3,086 — 86,654 Prepaid expenses and other assets (1) — 1,365 4,443 5,808 Total $ 160,133 $ 4,961 $ 4,913 $ 170,007 Liabilities: Derivative contracts $ — $ — $ 46,515 (2) $ 46,515 Other liabilities: Equity securities 43 — — 43 Mutual funds and unit investment trusts 158 — — 158 State and municipal government obligations 130 202 — 332 Certificate of deposit — — — — Contingent consideration — — 60,635 (3) 60,635 Total $ 331 $ 202 $ 107,150 $ 107,683 _____________________ (1) Primarily represents investments in REITs, oil and gas interests and other illiquid investments. (2) Includes $6.9 million of derivatives classified in long-term debt. (3) Excludes deferred payments, which are measured at fair value on a non-recurring basis. The Company’s fair value hierarchy for those assets and liabilities measured at fair value on a recurring basis by product category as of December 31, 2014 are as follows: ($ 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. Transfers Between Levels of the Fair Value Hierarchy. During the six months ended June 30, 2015 , the Company transferred $0.2 million of municipal government bonds out of Level 1 to Level 2 of the fair value hierarchy due to pricing inputs becoming less observable. There were no transfers in the fair value hierarchy during the six months ended June 30, 2014 . Level 3 Rollforward. The following table presents changes during the six months ended June 30, 2015 in Level 3 assets and liabilities measured at fair value on a recurring basis, and the realized and unrealized gains and losses related to the Level 3 assets and liabilities for the six months ended June 30, 2015 : ($ in thousands) Fair value as of December 31, 2014 Net realized and unrealized gains/(losses) Purchases Issuances Sales Settlements Fair value as of June 30, 2015 Assets: Trading securities- other $ 470 $ — $ — $ — $ — $ — $ 470 Prepaid expenses and other assets - oil and gas interests 151 (12 ) — — (10 ) — 129 Prepaid expenses and other assets - REIT and other illiquid investments — (65 ) 4,522 — (143 ) — 4,314 Total $ 621 $ (77 ) $ 4,522 $ — $ (153 ) $ — $ 4,913 ($ in thousands) Fair value as of Net realized and unrealized (gains)/losses Purchases Issuances Sales Settlements Fair value as of Liabilities: Derivative contracts $ 102,908 $ (56,393 ) $ — $ — $ — $ — $ 46,515 Contingent consideration 107,278 (49,787 ) — 13,081 — (9,937 ) 60,635 Total $ 210,186 $ (106,180 ) $ — $ 13,081 $ — $ (9,937 ) $ 107,150 On March 11, 2015, the Company acquired approximately $4.5 million of financial instruments as part of the VSR transaction, which the Company classified as Level 3 in the fair value hierarchy due to a lack of an active market and infrequent observable inputs. The following table presents changes during the six months ended June 30, 2014 in Level 3 assets and liabilities measured at fair value on a recurring basis, and the realized and unrealized gains and losses related to the Level 3 assets and liabilities for the six months ended June 30, 2014 : ($ in thousands) Fair value as of December 31, 2013 Net realized and unrealized gains/(losses) Purchases Issuances Settlements Fair value as of Assets: Trading securities- other $ — $ — $ 120 $ — $ — $ 120 Total $ — $ — $ 120 $ — $ — $ 120 ($ in thousands) Fair value as of December 31, 2013 Net realized and unrealized (gains)/losses Purchases Issuances Settlements Fair value as of Liabilities: Derivative contracts $ — $ (58,452 ) $ — $ 162,614 $ — $ 104,162 Contingent consideration 2,180 163 12,868 29,380 (13,173 ) 31,418 Total $ 2,180 $ (58,289 ) $ 12,868 $ 191,994 $ (13,173 ) $ 135,580 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 June 30, 2015 was $ 105.7 million . The change in unrealized gain relating to Level 3 assets and liabilities held as of June 30, 2014 was $58.3 million . Significant Unobservable Inputs. The following table presents information about the significant unobservable inputs used for recurring fair value measurements for Level 3 instruments as of June 30, 2015 : ($ 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 $ 129 Discounted cash flows 10% discount rate Prepaid expenses and other assets - REITs and other illiquid investments $ 4,314 Sponsorship valuation Third party valuation from sponsors Liabilities: Derivative contracts $ 46,515 Monte Carlo & binomial lattice (Series C) Inputs for convertible notes, Series B and Series C preferred stock respectively: Contingent consideration - Hatteras $ 30,460 Discounted cash flow • Projected earnings: $6.4 million to $27.8 million, December 31, 2016 and 2018, respectively. Contingent consideration - StratCap $ 24,400 Discounted cash flow • Projected earn-out payments: EBITDA multiples for 2015 and 2016. Contingent consideration - First Allied and Cetera $ 394 Discounted cash flow • Revenue achievement Contingent consideration - Girard $ 5,381 Discounted cash flow • Projected gross dealer concessions (GDC): The following table presents information about the significant unobservable inputs used for recurring fair value measurements for Level 3 instruments as of December 31, 2014 : ($ 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: Contingent consideration - J.P. Turner $ 6,200 Discounted cash flow • Probability exceeding percentage threshold: 99.7% to 100.0% Contingent consideration - Hatteras $ 28,310 Discounted cash flow • Projected earnings: $11.0 million to $17.3 million, December 31, 2016 and 2018, respectively Contingent consideration - StratCap $ 68,200 Discounted cash flow • Projected earn-out payments: EBITDA multiples for 2015 and 2016. Contingent consideration - First Allied and Cetera $ 4,568 Discounted cash flow • Revenue achievement Investments in Funds That Are Calculated Using NAV Per Share. The following table presents information related to the Company’s investments that calculate NAV per share as of June 30, 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 NAV Per Share Unfunded Commitments Trading securities- other- private equity fund Investments in private equity funds $ 113 $ 7 Trading securities- other- REIT Investment in a REIT 357 — Fair Value of Financial Instruments Carried at Amortized Cost. 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 June 30, 2015 : Fair Value ($ in thousands) Carrying value Level 1 Level 2 Level 3 Convertible notes $ 63,991 $ — $ — $ 60,220 Series B Preferred Stock 152,458 — — 93,066 Series C Preferred Stock 114,145 — — 83,166 First lien term facility 534,756 — — 529,408 Second lien term facility 148,024 — — 146,544 Promissory note (legal settlement) 15,300 — 15,300 — Subordinated borrowings 2,000 — — 2,000 First lien revolving facility 23,000 — — 23,000 Capital lease obligations 10,346 — 10,346 — Total $ 1,064,020 $ — $ 25,646 $ 937,404 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 ($ in thousands) 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 June 30, 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 June 30, 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 ARCP has been classified as Level 2 in the Company’s fair value hierarchy because it lacks observable market data to be classified in Level 1. 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. |
Available-for-Sale Securities
Available-for-Sale Securities | 6 Months Ended |
Jun. 30, 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 six months ended June 30, 2015 : For the Six Months Ended June 30, 2015 ($ in thousands) Fair value at December 31, 2014 Purchases (1) Sales Realized Gains/ (Losses) (2) Unrealized Gains/ (Losses) (2) Fair value at June 30, 2015 Cost Mutual funds $ 11,473 $ 26 $ (8,780 ) $ (369 ) $ 351 $ 2,701 $ 2,561 _____________________ (1) Purchases under dividend reinvestment programs. (2) Unrealized losses for the three months ended June 30, 2015 were $0.1 million . There were no realized gains or losses for the three months ended June 30, 2015 . The following table presents information about the Company’s available-for-sale securities for the six months ended June 30, 2014 : For the Six Months Ended June 30, 2014 ($ in thousands) Fair value at December 31, 2013 Purchases (1) Sales Realized Gains/ (Losses) (2) Unrealized Gains/ (Losses) (2) Fair value at June 30, 2014 Cost Mutual funds $ 8,528 $ 215 $ (9,013 ) $ 171 $ 544 $ 445 $ 410 _____________________ (1) Purchases under dividend reinvestment programs. (2) Realized gains and unrealized losses for the three months ended June 30, 2014 were $0.3 million and $0.2 million , respectively. The Company’s basis on which the cost of security sold or the amount reclassified out of accumulated other comprehensive income into earnings is determined using specific identification. The Company did not recognize any other-than-temporary impairments for the three and six months ended June 30, 2015 and June 30, 2014 . |
Accounts and Notes Receivable
Accounts and Notes Receivable | 6 Months Ended |
Jun. 30, 2015 | |
Receivables [Abstract] | |
Accounts and Notes Receivable | Accounts and Notes Receivable Accounts Receivable. The Company’s accounts receivable consist of the following as of June 30, 2015 and December 31, 2014 : ($ in thousands) June 30, 2015 December 31, 2014 Fees and commissions receivable $ 95,101 $ 86,193 Reimbursable expenses receivable 19,549 20,922 Receivable from customers 14,315 17,224 Investment banking fees receivable 1,749 12,430 Receivables from brokers, dealers, clearing organizations and other 41,218 33,865 Due from RCAP Holdings and other related parties 3,391 2,255 Total $ 175,323 $ 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. 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. Payback notes are promissory notes extended primarily to financial advisors with the obligation to pay back the principal and accrued interest. 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, net of allowance, for the six months ended June 30, 2015 and the year ended December 31, 2014 , were as follows: June 30, 2015 December 31, 2014 ($ in thousands) 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/acquired loans 2,400 12,137 14,537 16,747 52,200 68,947 Collections (917 ) (5,182 ) (6,099 ) (1,672 ) (8,805 ) (10,477 ) Forgiveness (4,124 ) — (4,124 ) (8,329 ) 298 (8,031 ) Accretion 1,791 117 1,908 5,368 402 5,770 Allowance 430 (602 ) (172 ) (143 ) (347 ) (490 ) Ending balance $ 22,655 $ 52,384 $ 75,039 $ 23,075 $ 45,914 $ 68,989 The following table presents the Company’s allowance for uncollectible amounts due from financial advisors for the six months ended June 30, 2015 and the year ended December 31, 2014 : June 30, 2015 December 31, 2014 ($ in thousands) Forgivable loans Payback loans Total Forgivable loans Payback loans Total Beginning balance $ 511 $ 403 $ 914 $ 368 $ 56 $ 424 Provision for bad debt (379 ) 840 461 327 735 1,062 Charge off - net of recoveries (51 ) (238 ) (289 ) (184 ) (388 ) (572 ) Total change (430 ) 602 172 143 347 490 Ending balance $ 81 $ 1,005 $ 1,086 $ 511 $ 403 $ 914 The following table presents the Company’s change in the allowance for uncollectable amounts due from financial advisors for the three and six months ended June 30, 2015 and June 30, 2014 : Three Months Ended June 30, Six Months Ended June 30, ($ in thousands) 2015 2014 2015 2014 Change in allowance for uncollectable amounts - notes receivable $ 192 $ 315 $ 172 $ 315 |
Goodwill and Intangible Assets
Goodwill and Intangible Assets | 6 Months Ended |
Jun. 30, 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: Goodwill as of ($ in thousands) June 30, 2015 December 31, 2014 Independent Retail Advice $ 468,771 $ 434,398 Wholesale Distribution — 22,871 Investment Management 15,348 15,348 Investment Banking and Capital Markets 46,075 45,989 Corporate and Other 755 755 Total goodwill $ 530,949 $ 519,361 The following table presents changes in the carrying amount of goodwill for the six months ended June 30, 2015 : ($ in thousands) Total goodwill, as of December 31, 2014 $ 519,361 Changes during the period from: Docupace adjustment (preliminary) 86 VSR acquisition (preliminary) 30,282 Girard acquisition (preliminary) 15,767 Other (see Note 2 - Cetera acquisition) 1,903 StratCap adjustment 7,700 J.P. Turner impairment (13,579 ) StratCap impairment (30,571 ) Total goodwill, as of June 30, 2015 $ 530,949 During the quarter-end close as of and for the three and six months ended June 30, 2015, the Company became aware that the calculation of the contingent consideration related to StratCap incorrectly included the results of operations for StratCap’s broker-dealer. The merger agreement requires the results of StratCap’s broker-dealer be excluded from the calculation. This would have increased the goodwill and the liability for contingent consideration recorded as of the acquisition date. See Note 2 for more information. During the three and six months ended June 30, 2015 , the Company recorded $30.6 million and $13.6 million in goodwill impairment in the statements of operations which represented all of the goodwill previously recognized related to the acquisitions of StratCap and J.P. Turner, respectively. See Note 2 for more information. Intangible Assets . The components of intangible assets as of June 30, 2015 are as follows: ($ in thousands) Weighted-Average Life Remaining (in years) Beginning Gross Carrying Value Impairments Gross Carrying Value, June 30, 2015 Accumulated Amortization Net Carrying Value Finite-lived intangible assets: Financial advisor relationships 13 $ 1,062,065 $ 12,530 $ 1,049,535 $ 90,331 $ 959,204 Sponsor relationships 8 113,000 100,000 13,000 10,464 2,536 Trade names 27 67,857 46 67,811 3,081 64,730 Investment management agreements 12 47,390 — 47,390 3,933 43,457 Customer relationships 11 20,686 — 20,686 2,427 18,259 Internally developed software and technologies 6 22,541 — 22,541 2,543 19,998 Intellectual property 8 10,642 — 10,642 1,437 9,205 Non-competition agreements 3 10,443 75 10,368 7,928 2,440 Distribution networks 39 3,210 — 3,210 70 3,140 Total finite-lived intangible assets $ 1,357,834 $ 112,651 $ 1,245,183 $ 122,214 $ 1,122,969 The intangible assets for each reportable segment as of June 30, 2015 are as follows: ($ in thousands) Beginning Gross Carrying Value Impairments Gross Carrying Value, June 30, 2015 Accumulated Amortization Net Carrying Value Independent Retail Advice $ 1,151,151 $ 12,651 $ 1,138,500 $ 102,982 $ 1,035,518 Wholesale Distribution 121,380 100,000 21,380 11,595 9,785 Investment Management 48,770 — 48,770 4,018 44,752 Investment Banking and Capital Markets 23,761 — 23,761 1,745 22,016 Investment Research 10,642 — 10,642 1,437 9,205 Corporate and Other 2,130 — 2,130 437 1,693 Total finite-lived intangible assets $ 1,357,834 $ 112,651 $ 1,245,183 $ 122,214 $ 1,122,969 During the three and six months ended June 30, 2015 , the Company wrote-off intangible assets of $100.0 million related to sponsor relationships from the StratCap acquisition and $12.6 million related to the financial advisor relationships, non-compete agreements and trade names which represented all of the intangible assets from the J.P. Turner acquisition. These impairments were all recorded in goodwill and intangible assets impairment charge in the statements of operations. See Note 2 for more information. The components of intangible assets as of December 31, 2014 are as follows: ($ in thousands) Weighted-Average Life Remaining (in years) Gross Carrying Value Accumulated Amortization Net Carrying Value 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 The intangible assets for each reportable segment as of December 31, 2014 are as follows: ($ in thousands) Gross Carrying Value Accumulated Amortization Net Carrying Value Independent Retail Advice $ 1,104,979 $ 60,113 $ 1,044,866 Wholesale Distribution 121,380 4,617 116,763 Investment Management 48,770 2,009 46,761 Investment Banking and Capital Markets 23,730 313 23,417 Investment Research 10,642 849 9,793 Corporate and Other 2,130 205 1,925 Total finite-lived intangible assets $ 1,311,631 $ 68,106 $ 1,243,525 The following tables present amortization expense for the three and six months ended June 30, 2015 and June 30, 2014 and the estimated future amortization for intangible assets: Amortization Expense Three Months Ended June 30, Six Months Ended June 30, ($ in thousands) 2015 2014 2015 2014 Amortization expense $ 26,905 $ 13,765 $ 54,108 $ 15,532 Estimated Future Amortization Expense ($ in thousands) Twelve Months Ended June 30, 2016 $ 92,320 2017 90,473 2018 90,317 2019 89,901 2020 88,281 Thereafter 671,677 Total $ 1,122,969 Goodwill and Intangible Assets — Fair Value. Goodwill and intangible assets established upon each acquisition were fair valued and were classified as Level 3 in the non-recurring fair value hierarchy. As a result of the Company’s determination that it would be more effective if J.P. Turner no longer operated independently under its own brand, downward changes in the Company’s expectations of future growth and profitability for certain reporting units and the decline in the Company’s market capitalization the Company determined that it would be appropriate to test its goodwill and intangible assets for impairment as of June 30, 2015 for all of its significant reporting units. Upon completion of the impairment tests, the goodwill from both of the acquisitions of StratCap and J.P. Turner was determined to be impaired as of June 30, 2015. As a result of the impairment tests the Company wrote-off $30.6 million and $13.6 million during the three and six months ended June 30, 2015 , which represented all of the goodwill related to the acquisitions of StratCap and J.P. Turner, respectively. During the three and six months ended June 30, 2015, the Company also wrote-off intangible assets of $100.0 million related to sponsor relationships from the StratCap acquisition and $12.6 million related to the financial advisor relationships, non-compete agreements and trade names which represented all of J.P. Turner’s intangible assets. These impairments were all recorded in goodwill and intangible assets impairment charge in the statements of operations. For more information see Note 2. Based on the impairment testing, the carrying value of the remaining goodwill and intangible assets as of June 30, 2015 closely approximates fair value. Unobservable inputs considered in determining fair value at the acquisition date include discount rates, long-term growth rates of revenues, profitability and cash flows, profit margins as well as benchmarking the company-specific assumptions to market participant levels and assumptions associated with revenues and EBITDA of the comparable companies. The decision to impair the StratCap intangible assets reflects, in part, the more transparent market price of the intangible assets in connection with the valuation of the StratCap reporting unit in the strategic transactions entered into on August 6, 2015. See Note 21 for more information. |
Long-Term Debt
Long-Term Debt | 6 Months Ended |
Jun. 30, 2015 | |
Debt Disclosure [Abstract] | |
Long-Term Debt | Long-Term Debt The following table presents the Company’s long-term borrowings as of June 30, 2015 and December 31, 2014 and their contractual interest rates, net of unamortized original issue discounts: June 30, 2015 December 31, 2014 ($ in thousands) Balance Interest Rate Balance Interest Rate First lien term facility $ 534,756 7.50% $ 555,700 6.50% Second lien term facility 148,024 11.50% 147,903 10.50% Convertible notes (1) 70,859 5.00% 83,508 5.00% First lien revolving facility 23,000 7.50% — —% Promissory note 15,300 8.00% 15,300 8.00% Capital lease obligations 10,346 5.94% — —% Subordinated borrowings 2,000 8.25% 2,000 8.25% Total borrowings 804,285 804,411 Less: Current portion of borrowings 62,405 43,891 Total long-term debt, net of current portion $ 741,880 $ 760,520 _____________________ (1) The Company’s convertible notes balance includes the fair value of the compound derivative of $6.9 million and $21.9 million as of June 30, 2015 and December 31, 2014 , respectively. First Lien Term Facility, Second Lien Term Facility and First Lien Revolving Facility. 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 six months ended June 30, 2015 , the Company repaid $21.6 million of the senior secured first lien term loan facility as regularly scheduled principal repayments. 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. On June 30, 2015, the Company entered into Amendment No. 1 to the First Lien Credit Agreement and Amendment No. 1 to the Second Lien Credit Agreement (together, the “Amendments”). The Amendments increased the interest rates for the Bank Facilities by 1.00% per annum and decreased the restrictions pertaining to the required Secured Leverage Ratios (Secured Net Debt to Consolidated EBITDA, as defined and more particularly set forth in the Bank Facilities) until December 31, 2016. In connection with the Amendments, the Company paid $12.3 million of consent and arrangement fees to the lenders which are included in deferred financing fees in the consolidated statements of financial condition. As of June 30, 2015 , $23.0 million was outstanding under the senior secured first lien revolving credit facility (not including a backstop letter of credit). This senior secured first lien revolving credit facility has an interest rate equal to LIBOR plus 6.50% per annum, which may be reduced to 6.25% if the First Lien Leverage Ratio (as defined in the Bank Facilities) is less than or equal to 1.25 to 1.00 . LIBOR can be no less than 1.00% per annum. 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). Convertible Notes. 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. Promissory Note. 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. Capital Lease Obligations. As of June 30, 2015 , the Company had assets recorded in property and equipment in the consolidated statements of financial condition leased under the terms of capital leases. Subordinated Borrowings. The Company assumed $2.0 million in subordinated debt when it acquired ICH. The subordinated borrowings are covered by an agreement with ICH’s clearing firm approved by the Financial Industry Regulatory Authority (“FINRA”) on March 8, 2013 and are thus available for computing net capital under the SEC’s uniform net capital rule. To the extent that such borrowings are required for ICH’s continued compliance with minimum net capital requirements, they may not be repaid. The subordinated borrowings mature on March 8, 2016. The following table presents the contractual maturities of long-term debt, net of the current portion as of June 30, 2015 : ($ in thousands) Twelve Months Ended June 30, 2017 $ 97,820 2018 88,591 2019 332,475 2020 1,585 Thereafter 270,000 Long-term portion of the original issue discount (55,459 ) Fair value of embedded derivative 6,868 Total long-term debt, net of current portion $ 741,880 The following table presents the scheduled contractual maturities of the current portion of long-term debt as of June 30, 2015 : ($ in thousands) Three Months Ended, September 30, 2015 $ 14,678 December 31, 2015 14,968 March 31, 2016 24,627 June 30, 2016 14,968 Short-term portion of the original issue discount (6,836 ) Total current portion of long-term debt $ 62,405 The tables above present the maturities for the borrowings that are repayable prior to their maturity at the option of the Company at their contractual maturity dates. 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 | 6 Months Ended |
Jun. 30, 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. The following table sets forth the fair value of the Company’s derivative contracts as of June 30, 2015 and December 31, 2014 as follows: ($ in thousands) June 30, 2015 December 31, 2014 Luxor Put $ 8,383 $ 11,623 Luxor Call — — Embedded derivative related to the Series B preferred stock — — Embedded derivative related to the Series C preferred stock 31,264 69,409 Total derivative contracts $ 39,647 $ 81,032 Embedded derivative related to the convertible notes (included in long-term debt) $ 6,868 $ 21,876 The following table sets forth the change in fair value of the Company’s derivative contracts which was recorded in other revenues in the consolidated statement of operations for the three and six months ended June 30, 2015 and June 30, 2014 : Three Months Ended Six Months Ended ($ in thousands) June 30, 2015 June 30, 2014 June 30, 2015 June 30, 2014 Luxor Put $ 2,946 $ 8,466 $ 3,241 $ 8,466 Luxor Call — — — — Embedded derivative related to the Series A preferred stock — 35,239 — 35,239 Embedded derivative related to the Series B preferred stock — — — — Embedded derivative related to the Series C preferred stock 21,767 — 38,143 — Embedded derivative related to the convertible notes (included in long-term debt) 8,252 14,747 15,009 14,747 Total change in fair value $ 32,965 $ 58,452 $ 56,393 $ 58,452 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. 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. 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. 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’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. 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. |
Preferred Stock
Preferred Stock | 6 Months Ended |
Jun. 30, 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. During the period April 29, 2014 through June 30, 2014 , the Company accrued $3.3 million in dividends and recognized a deemed dividend of $194.8 million on its Series A Preferred Stock. See Note 14 for more information. 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 the 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. 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 the 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. Preferred Stock Dividends. As of June 30, 2015 and December 31, 2014 , the Company accrued $4.2 million and $0.8 million , respectively, of preferred stock dividends on the Series B Preferred Stock and $2.0 million and $0.4 million , respectively, of preferred stock dividends on the Series C Preferred Stock. The Series B Preferred Stock and Series C Preferred Stock dividend accruals are included in other liabilities in the consolidated statements of financial condition. Any dividends that are not paid in cash on an applicable dividend payment date are automatically added to the aggregate liquidation preference on such applicable dividend payment date. The following table presents the liquidation preferences for the Series B Preferred Stock and the Series C Preferred Stock: ($ in thousands) Series B Preferred Stock Series C Preferred Stock Beginning liquidation preference, December 12, 2014 $ 145,000 $ 110,000 Allocation of Series A Preferred Stock accrued and unpaid dividends 1,700 1,288 2014 4th quarter dividend accrual 797 385 2014 4th quarter dividend paid-in-kind increase 352 239 2015 1st quarter dividend accrual 4,056 1,954 2015 1st quarter dividend paid-in-kind increase 553 279 Ending liquidation preference, June 30, 2015 $ 152,458 $ 114,145 On July 13, 2015 , the liquidation preferences of the Series B Preferred Stock and Series C Preferred Stock increased by $4.7 million and $2.3 million , respectively, to reflect the accrued and unpaid dividends. |
Stockholders' Equity
Stockholders' Equity | 6 Months Ended |
Jun. 30, 2015 | |
Equity [Abstract] | |
Stockholders' Equity | Stockholders’ Equity As of June 30, 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. On June 10, 2014, the Company issued 19,000,000 shares of Class A common stock in a public offering at a price of $20.25 per share. In connection with the public offering, the Company granted the underwriters the option to purchase up to 3,600,000 additional shares of Class A common stock to cover over-allotments, if any, for a period of 30 days . On June 18, 2014, the underwriters purchased an additional 870,248 shares pursuant to the over-allotment option at the public offering price of $20.25 per share. On June 10, 2014, the Company issued 2,469,136 shares of Class A common stock at the public offering price of $20.25 per share to Luxor in a private offering. During the six months ended June 30, 2015 and June 30, 2014 , the Company granted 1,305,917 and 2,366,703 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. During the six months ended June 30, 2014 , the Class A common stock issued as consideration in connection with the acquisitions of Summit, J.P. Turner, and First Allied was 498,884 shares, 239,362 shares and 11,264,929 shares, respectively. 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 six months ended June 30, 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. On June 17, 2014, the Company’s Board of Directors authorized and the Company declared a cash dividend for the quarter ended June 30, 2014 for its Class A common stock. The cash dividend was paid on July 10, 2014 to record holders of Class A common stock at the close of business on June 30, 2014 in an amount equal to $0.18 per share. Class B common stock . As of June 30, 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 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. |
Equity-Based Compensation
Equity-Based Compensation | 6 Months Ended |
Jun. 30, 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 six months ended June 30, 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 11.61 19,181 4.24 Less: vested 428,095 31.01 13,275 N/A Less: forfeited 183,036 38.49 7,045 N/A Less: retired 232,556 32.13 7,472 N/A Nonvested, June 30, 2015 3,085,108 $ 22.93 $ 70,764 3.16 During the three and six months ended June 30, 2015 , the Company recorded $7.2 million and $11.2 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. During the three and six months ended June 30, 2014 , the Company recorded $5.8 million and $6.5 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 and six months ended June 30, 2015 , the Company recorded contra-expenses of $0.1 million and expenses of $0.3 million , respectively, of stock-based compensation derived from these grants which are included in internal commissions, payroll and benefits expense in the consolidated statements of operations. During the three and six months ended June 30, 2014 , the Company recorded $0.2 million and $2.5 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 six months ended June 30, 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 85,992 8.13 699 N/A Less: forfeited 5,000 8.13 41 N/A Nonvested, June 30, 2015 277,633 $ 8.13 $ 2,257 2.13 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 six months ended June 30, 2015 , the company issued 69,427 shares to settle a portion of the restricted units issued under the FA RSU Plan. During the three and six months ended June 30, 2015 , the Company recorded contra-expenses $0.4 million and expenses of $0.1 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. During the three and six months ended June 30, 2014 , the Company recorded $0.7 million and $1.5 million , respectively, of stock-based compensation pursuant to the FA RSU Plan which is included in internal commissions, payroll and benefits expense in the consolidated statements of operations. As of June 30, 2015 , 155,785 nonvested restricted units were outstanding under the FA RSU Plan. 2014 Stock Purchase Program Select employees, financial advisors and executive officers of the Company and its affiliates and of certain subsidiaries of the Company were eligible to participate in the 2014 Stock Purchase Program pursuant to which participants purchased shares of Class A common stock and were automatically granted one warrant to purchase one share of Class A common stock for each three shares purchased, at an exercise price equal to the purchase price per share purchased. For the three and six months ended June 30, 2015 , the Company recorded to an immaterial amount of expenses to internal commissions, payroll and benefits in the consolidated statements of operations for expenses derived from the 2014 Stock Purchase Program. The Company did not incur expenses pursuant to the 2014 Stock Purchase Program during the three and six months ended June 30, 2014 . |
Income Taxes
Income Taxes | 6 Months Ended |
Jun. 30, 2015 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes The following table presents the net deferred tax liability primarily related to intangible assets acquired as a result of the recent acquisitions: ($ in thousands) June 30, 2015 December 31, 2014 Net deferred tax liability $ 220,639 $ 266,202 The following table presents the Company’s effective tax rate: Six Months Ended June 30, 2015 2014 Effective tax rate 42.03 % 18.48 % For the six months ended June 30, 2015 , state income taxes had a significant impact on the difference between our statutory U.S. federal income tax rate and our effective tax rate. In addition the difference between our U.S. statutory rate and our effective rate is the result of permanent items such as travel and entertainment and transaction costs as well as discrete items such as changes in the fair value of our contingent consideration and derivative liabilities. The Company believes that, as of June 30, 2015 , it had no material uncertain tax positions. Interest and penalties relating to unrecognized tax expenses are recognized in income tax expense, when applicable. There was no liability for interest or penalties accrued as of June 30, 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 | 6 Months Ended |
Jun. 30, 2015 | |
Earnings Per Share [Abstract] | |
Earnings Per Share | Earnings Per Share For a discussion of the computation of basic and diluted earnings per share, see Note 15 of the Company’s 2014 Annual Report on Form 10-K/A. The following tables present the calculation of basic and diluted earnings per share for the three and six months ended June 30, 2015 and 2014 : Three Months Ended June 30, Six Months Ended June 30, ($ in thousands, except share and per share data) 2015 2014 2015 2014 Basic earnings per share Net loss attributable to Class A common stockholders (1) $ (72,148 ) $ (149,861 ) $ (92,904 ) $ (146,576 ) Allocation of earnings to participating securities — (384 ) — (711 ) Net loss attributable to Class A common stockholders (72,148 ) (150,245 ) (92,904 ) (147,287 ) Total weighted average basic shares outstanding (2)(3) 74,006,580 43,030,018 72,576,193 34,975,636 Net loss per share $ (0.97 ) $ (3.49 ) $ (1.28 ) $ (4.21 ) Diluted earnings per share Net loss attributable to Class A common stockholders (1) $ (72,148 ) $ (149,861 ) $ (92,904 ) $ (146,576 ) Allocation of earnings to participating securities — (384 ) — (711 ) Add: Series C Preferred Stock, convertible notes, Luxor’s put option (4) (26,235 ) (23,213 ) (45,582 ) (23,213 ) Net loss attributable to Class A common stockholders (98,383 ) (173,458 ) (138,486 ) (170,500 ) Total weighted average basic shares outstanding (2)(3) 74,006,580 43,030,018 72,576,193 34,975,636 Add: Series C Preferred Stock, convertible notes, Luxor’s put option (4) 14,599,367 5,265,251 14,599,367 2,647,170 Total weighted average diluted shares outstanding 88,605,947 48,295,269 87,175,560 37,622,806 Net loss per share $ (1.11 ) $ (3.59 ) $ (1.59 ) $ (4.53 ) _____________________ (1) Included in net loss attributable to Class A common stockholders for the three and six months ended June 30, 2014 is a deemed dividend of $194.8 million . This deemed dividend represents the difference between redemption value of the convertible preferred stock (based on the if-converted price) and the amount of the proceeds that were allocated to the convertible preferred stock excluding the embedded derivative and was recognized in the period in which the preferred stock was issued. The convertible preferred stock can be settled in cash in certain situations; therefore, the Company was required to accrete up to the redemption value. This accretion was recognized in its entirety resulting in a reduction in the income attributable to the common stockholders. (2) Weighted average shares outstanding for the three and six months ended June 30, 2015 were calculated assuming that the 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 were outstanding for the entire period. (3) Weighted average shares outstanding for the three and six months ended June 30, 2014 were calculated assuming that the 11,264,929 shares of Class A common stock issued on June 30, 2014 in connection with the closing of the First Allied acquisition were outstanding for the entire period. (4) The following items were excluded from the calculation of earnings per share as the effect was antidilutive: • Shares issuable under the terms of Luxor’s put option, incremental restricted shares, shares issuable under the second and third tranches of the FA RSU plan, shares of Class A common stock contingently issuable as consideration for certain recent acquisitions and outstanding warrants issued under the 2014 Stock Purchase Program for the three and six months ended June 30, 2015 . • LTIP Units, incremental restricted shares, shares issuable under the terms of the Series A Preferred Stock, shares issuable under the FA RSU plan and shares of Class A common stock contingently issuable as consideration for certain recent acquisitions for the three and six months ended June 30, 2014 . Additionally, shares issuable under the terms of the Series C Preferred Stock were excluded for the three and six months ended June 30, 2014 as the Series C Preferred Stock was not issued until December 19, 2014. |
Off-Balance Sheet Risk and Conc
Off-Balance Sheet Risk and Concentrations | 6 Months Ended |
Jun. 30, 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 June 30, 2015 and December 31, 2014 , the Company had no significant accounts receivable concentrations with any of its counterparties. |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Jun. 30, 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 $3.4 million and $6.6 million for the three and six months ended June 30, 2015 , respectively, and $1.9 million and $2.9 million for the three and six months ended June 30, 2014 , respectively. The following table shows the future annual minimum rental payments due: ($ in thousands) Twelve Months Ended June 30, 2016 $ 11,567 2017 10,638 2018 9,123 2019 7,557 2020 7,045 Thereafter 21,961 Total $ 67,891 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 June 30, 2016 $ 10,204 2017 8,574 2018 6,567 2019 6,567 2020 6,567 Thereafter 694 Total $ 39,173 Lines of credit. As of June 30, 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 June 30, 2015 , $23.0 million was outstanding. The second line of credit is related to Cetera’s clearing business, which was acquired in the Cetera acquisition, is for $50.0 million with no maturity date and as of June 30, 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 June 30, 2015 , no amount was outstanding. See Note 8 for more information. Revolving line of credit commitment. On April 16, 2015, the Company entered into an agreement to provide a fund manager with a $4.0 million revolving line of credit and as of June 30, 2015 , $0.3 million was outstanding. Private equity commitment. As of June 30, 2015 , the Company had a commitment to invest up to $0.01 million in private equity funds. Legal proceedings Legal proceedings related to business operations. In addition to the matters described below, the Company and its subsidiaries are involved in judicial, regulatory and arbitration proceedings arising out of their business operations. Many of these proceedings are in their early stages, and many seek an indeterminate amount of damages. 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 June 30, 2015 , the Company recorded legal reserves related to several matters of $14.1 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 matters that are “reasonably possible” but for which we are unable to determine at this time 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 a subsidiary of 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 a 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 the Company 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 agreements between ARCP and the Company, and this process is ongoing. 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 each 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 as of June 30, 2015. 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 101 36) 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 29, 2014. A newly-appointed lead plaintiff filed an amended complaint on June 1, 2015, naming the Company, RCAP Holdings LLC, RCAP Equity LLC, and certain former and current officers and directors of the Company as defendants. The amended complaint alleges that the Company’s public statements in 2014 discussing the strength and success of the Company’s wholesale and investment banking businesses, as well its public statements regarding the benefits of the announced acquisition of Cole Capital, were materially false and misleading because they failed to provide an accurate portrait of the true strength and specific risks to the Company and its wholesale brokerage and investment banking businesses. Such statements allegedly misrepresented and/or failed to disclose that certain Company executives, who also held roles with ARCP, were engaged in a fraudulent scheme to misstate the financial results of ARCP. The amended complaint alleges defendants (except RCAP Equity LLC, a holding company under common ownership with RCAP Holdings with no ongoing operations, assets or liabilities) violated Sections 11, 12 and 15 of the 1933 Securities Act in in connection with the Company’s June 2014 secondary stock offering. It further alleges that the Company and certain defendants violated Section 10(b) and 20(a) of the Securities Exchange Act of 1934. The Company believes the Weston amended 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 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. The Company has filed a motion to dismiss all of the claims against it and Realty Capital Securities. 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 has complied with the subpoena. 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 have responded to all of the regulatory inquiries and produced documents and information in response to formal and informal requests. |
Net Capital Requirements
Net Capital Requirements | 6 Months Ended |
Jun. 30, 2015 | |
Regulatory Capital Requirements [Abstract] | |
Net Capital Requirements | Net Capital Requirements The Company’s broker-dealers are each 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 each broker-dealer’s business, or 1/15 th 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 $250,000 or 2% of aggregate debit items. While the net capital requirement is specific to each broker-dealer, the table below provides the aggregated net capital requirements by segment of the Company’s broker-dealers as of June 30, 2015 and December 31, 2014 . ($ in thousands) June 30, 2015 December 31, 2014 Independent retail advice (1) : Net capital $ 57,832 $ 63,871 Required net capital 3,064 2,640 Net capital in excess of required net capital $ 54,768 $ 61,231 Wholesale distribution: Net capital $ 11,393 $ 20,774 Required net capital 1,155 1,424 Net capital in excess of required net capital $ 10,238 $ 19,350 Investment management: Net capital $ 2,034 $ 2,145 Required net capital 5 5 Net capital in excess of required net capital $ 2,029 $ 2,140 ___________________ (1) VSR Financial Services, Inc. and Girard Securities, Inc. were not under the control of the Company as of December 31, 2014 . Therefore, they were not included in the net capital calculation as of December 31, 2014 . As of and during the six months ended June 30, 2015 all of the Company’s subsidiaries were in compliance with their net capital requirements except J.P. Turner & Company LLC and VSR Financial Services, Inc. J.P. Turner & Company LLC received a capital contribution of $4.0 million from the Company on April 17, 2015 to correct a net capital deficiency from March 20, 2015 through April 16, 2015. J.P. Turner & Company LLC was in compliance with minimum net capital requirements as of June 30, 2015. VSR Financial Services, Inc. received a capital contribution of $4.0 million from the Company on May 6, 2015, to correct a net capital deficiency from April 1, 2015 through May 5, 2015. VSR Financial Services, Inc. was in compliance with minimum net capital requirements as of June 30, 2015. |
Related Party Transactions
Related Party Transactions | 6 Months Ended |
Jun. 30, 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 and six months ended June 30, 2015 , the Company earned revenues of $102.1 million and $184.3 million , respectively, from related party transactions. During the three and six months ended June 30, 2014 , the Company earned revenues of $285.4 million and $471.5 million , respectively, from related party transactions. As of June 30, 2015 and December 31, 2014 , the receivables for such revenues were $19.7 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 $2.1 million and $3.2 million for the three and six months ended June 30, 2015 , respectively, and $1.4 million and $2.8 million for the three and six months ended June 30, 2014 , respectively. As of June 30, 2015 and December 31, 2014 , the payables for such expenses were $0.6 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 fully allocated to the appropriate subsidiary. 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 and six months ended June 30, 2015 , the Company’s operating subsidiaries incurred $3.6 million and $7.3 million , respectively, related to such expenses. During the three and six months ended June 30, 2014 , the Company’s operating subsidiaries incurred $4.9 million and $6.8 million , respectively, related to such expenses. There were no expenses payable by RCAP Holdings as of June 30, 2015 and December 31, 2014 . As of June 30, 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 and six months ended June 30, 2015 , the Company incurred $0.03 million and $0.1 million , respectively, in rent expense in connection with this lease. During the three and six months ended June 30, 2014 , the Company incurred $0.1 million in rent expense in connection with this lease. The Company did not earn any revenue from the Crestline agreement during the three and six months ended June 30, 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. In connection with the agreement with Apollo and Luxor on August 6, 2015 to purchase a newly issued series of preferred shares, the Company and RCS Capital Management, LLC have agreed that the Services Agreement will be terminated within five business days of the date of the agreement. See Note 21 for more information. The Company did not incur a quarterly fee for the three and six months ended June 30, 2015 . The quarterly fee earned by RCS Capital Management for the three and six months ended June 30, 2014 was $0.2 million and $2.0 million , respectively, which is the expense recorded by the Company. The Company did not have a payable related to the quarterly fee as of June 30, 2015 or December 31, 2014 . The Company did not incur an incentive fee for the three and six months ended June 30, 2015 or June 30, 2014 . The Company did not have a payable related to the incentive fee as of June 30, 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 and six months ended and June 30, 2014 , the Company recognized $2.6 million and $9.7 million , respectively, 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 June 30, 2015 and December 31, 2014 , the Company had investments in mutual funds of $10.1 million and $19.0 million , respectively, that are advised by related parties. During the three and six months ended June 30, 2015 , the Company recognized losses of $0.4 million and $0.5 million , respectively, relating to these investments which are recorded in other revenue in the consolidated statements of operations. During the three and six months ended June 30, 2014 , the Company recognized gains of $0.7 million and $1.4 million , respectively, relating to these investments which are recorded in other revenue in the consolidated statements of operations. |
Employee Benefits
Employee Benefits | 6 Months Ended |
Jun. 30, 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 and six months ended June 30, 2015 , the Company recorded expenses of $4.8 million and $9.5 million , respectively, in the consolidated statements of operations in internal commissions, payroll and benefits. For the three and six months ended June 30, 2014 , the Company recorded expenses of $2.0 million and $3.8 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 and six months ended June 30, 2015 the Company recorded expenses of $0.1 million and $1.8 million , respectively, in the consolidated statements of operations in internal commissions, payroll and benefits. For the three and six months ended June 30, 2014 the Company recorded expenses of $2.7 million , respectively, in the consolidated statements of operations in internal commissions, payroll and benefits. For the three and six months ended June 30, 2015 , the Company recorded revenue of $0.1 million and $1.8 million from the economic hedges in the consolidated statements of operations in other revenue. For the three and six months ended June 30, 2014 , the Company recorded revenue of $2.7 million from the economic hedges in the consolidated statements of operations in other revenue. 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 and $0.5 million for the three and six months , respectively, ended June 30, 2015 in the consolidated statements of operations in internal commissions, payroll and benefits. For the three and six months ended June 30, 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 | 6 Months Ended |
Jun. 30, 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. During the second quarter of 2015, the Company determined that it would be more effective if J.P. Turner no longer operated as a separate broker-dealer subsidiary and that it would no longer use the J.P. Turner brand. The Company has invited certain financial advisors to join Summit. The change is expected to take place near the end of October 2015 at which time any advisors who have not been invited to join Summit will be terminated. 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 and certain employees, expenses related to the OPP, changes in the fair value of the Company’s derivative contracts, certain acquisition-related expenses, changes in the fair value of contingent consideration, certain public company expenses and the results of operations for the Company’s crowdfunding platform and Trupoly (which has been rebranded under the name DirectVest). 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 and six months ended June 30, 2015 and 2014 : Three Months Ended Six Months Ended June 30, June 30, ($ in thousands) 2015 2014 2015 2014 Independent retail advice (1) : Revenues $ 528,980 $ 324,153 $ 1,032,539 $ 416,911 Expenses 567,667 329,364 1,071,141 422,970 Loss $ (38,687 ) $ (5,211 ) $ (38,602 ) $ (6,059 ) Wholesale distribution (2) : Revenues $ 107,249 $ 250,586 $ 196,394 $ 389,696 Expenses 252,196 246,101 358,042 388,736 Income (loss) $ (144,947 ) $ 4,485 $ (161,648 ) $ 960 Investment banking, capital markets and transaction management services: Revenues $ 21,815 $ 39,101 $ 40,627 $ 87,645 Expenses 12,510 16,860 27,315 39,086 Income $ 9,305 $ 22,241 $ 13,312 $ 48,559 Investment management (3) : Revenues $ 12,281 $ — $ 25,661 $ — Expenses 12,540 — 25,698 — Loss $ (259 ) $ — $ (37 ) $ — Investment research: Revenues $ 1,397 $ 691 $ 2,580 $ 691 Expenses 4,375 3,857 7,522 4,301 Loss $ (2,978 ) $ (3,166 ) $ (4,942 ) $ (3,610 ) Corporate and other: Revenues $ 33,003 $ 58,470 $ 56,036 $ 58,470 Expenses (26,341 ) 17,507 4,761 23,956 Income $ 59,344 $ 40,963 $ 51,275 $ 34,514 Revenue reconciliation Total revenues for reportable segments $ 704,725 $ 673,001 $ 1,353,837 $ 953,413 Less: intercompany revenues 26,359 27,982 49,887 35,026 Total revenues $ 678,366 $ 645,019 $ 1,303,950 $ 918,387 Income reconciliation Total income (Loss) before taxes for reportable segments $ (118,222 ) $ 59,312 $ (140,642 ) $ 74,364 Reconciling items — — — — Income (loss) before income taxes $ (118,222 ) $ 59,312 $ (140,642 ) $ 74,364 _____________________ (1) Includes First Allied’s operating results from September 25, 2013, the date First Allied was acquired by RCAP Holdings. Also, includes a goodwill and intangible assets impairment charge of $26.2 million for the three and six months ended June 30, 2015 related to the J.P. Turner acquisition. See Note 2 for more details. (2) Includes a goodwill and intangible asset impairment charge of $130.6 million for the three and six months ended June 30, 2015 related to the StratCap acquisition. See Note 2 for more details. (3) Did not begin operations until the acquisition of Hatteras on June 30, 2014. The following table presents the Company’s total assets by segment as of June 30, 2015 and December 31, 2014 : ($ in thousands) June 30, 2015 December 31, 2014 Segment assets: Independent retail advice $ 2,073,393 $ 1,980,614 Wholesale distribution 55,176 192,669 Investment banking, capital markets and transaction management services 103,079 116,980 Investment management 72,159 79,343 Investment research 12,819 12,291 Corporate and other (1) 70,021 112,423 Total assets for reportable segments $ 2,386,647 $ 2,494,320 Assets reconciliation: Total assets for reportable segments $ 2,386,647 $ 2,494,320 Less: intercompany eliminations 29,341 27,692 Total consolidated assets $ 2,357,306 $ 2,466,628 _____________________ (1) Excludes amounts related to investment in subsidiaries. |
Subsequent Events
Subsequent Events | 6 Months Ended |
Jun. 30, 2015 | |
Subsequent Events [Abstract] | |
Subsequent Events | Subsequent Events Sale of Wholesale Business On August 6, 2015, the Company and RCS Holdings entered into a Membership Interest Purchase Agreement (the “MIPA”) with Apollo Management Holdings, L.P. (“APH”) pursuant to which the Company and RCS Holdings agreed to sell their wholesale distribution business, consisting of Realty Capital Securities and StratCap, and certain other assets, including the Company and RCS Holdings’ transfer agent, ANST, to APH or an affiliate of APH, for an aggregate purchase price of $25.0 million , payable in cash and subject to adjustment. RCS Capital, the investment banking and capital markets division of Realty Capital Securities, is excluded from the transaction and will be transferred from Realty Capital Securities to another broker-dealer subsidiary of the Company and RCS Holdings prior to closing. The Company and RCS Holdings intend on using the net proceeds from the sale to make principal payments under its senior secured credit facilities, as required under the senior credit facilities. The purchase price is subject to a downward adjustment equal to the greater of (A) the amount (if any) by which the target net working capital of $5.0 million exceeds the Company and RCS Holdings’ closing net working capital at closing, and (B) the amount (if any) by which the target regulatory capital exceeds the closing regulatory capital at closing (which is the net capital required to be maintained under the rules of the SEC), as such terms are defined in the MIPA. However, if (X) the Company and RCS Holdings’ closing net working capital exceeds the target net working capital, or (Y) the closing regulatory capital exceeds the target regulatory capital, the Company and RCS Holdings may cause its subsidiaries to distribute the lesser of such excess capital amounts to the Company and RCS Holdings prior to the closing, subject to the FINRA not objecting or imposing a restriction or burdensome condition on such distribution. The Company and RCS Holdings have agreed to use commercially reasonable efforts to obtain the payment in full, settlement or termination of earn-out payments payable to the StratCap sellers under the agreements pursuant to which the Company and RCS Holdings acquired StratCap, the termination or waiver of all covenants limiting the operations of StratCap or its owners thereunder, and the consent of parties to advisory contracts with StratCap to the pertinent change of control and modifications of exclusivities terms therein (the “StratCap Waiver”). If the StratCap Waiver is not obtained prior to closing, APH has the right not to acquire StratCap, in which event APH would remain obligated to purchase Realty Capital Securities and ANST and the aggregate purchase price would be reduced by $5.0 million . In such case, the Company and RCS Holdings have agreed to certain agreements with APH that, until the earlier of the date the StratCap Waiver is obtained or otherwise satisfied or December 31, 2017, it will operate StratCap in the manner prescribed in the MIPA, including providing that Realty Capital Securities receive compensation (including dealer manager fees, advisory fees and other compensation) for sales of StratCap products equivalent to that received by StratCap. If the StratCap Waiver is received after closing and prior to December 31, 2017, APH will be obligated to acquire StratCap for a purchase price equal to $5.0 million , subject to a working capital adjustment, representations, warranties and indemnities, and other terms substantially as set forth in the MIPA (to the extent relevant to a purchase of StratCap). In addition, the MIPA provides that the Company and RCS Holdings will deliver to Apollo an updated seller disclosure letter to the MIPA on or before August 13, 2015 and APH has a right to terminate the MIPA within 3 business days of receipt of the updated disclosure letter if the representations or warranties, but for the disclosures contained in such updated seller disclosure letter, would have been untrue (subject to certain materiality standards contained in the MIPA) as of the date of the MIPA. The MIPA contains certain representations and warranties and covenants. The MIPA also includes customary indemnities and a special indemnity for legal and governmental proceedings, as more particularly set forth in the MIPA. The closing of the transaction pursuant to the MIPA is subject to certain conditions, including (i) the accuracy of the other party’s representations and warranties (subject to specified qualifications), (ii) the other party’s material compliance with its covenants and agreements contained in the MIPA, (iii) absence of certain changes with respect to legal proceedings, and (iv) no material adverse effect. In addition, APH’s obligation to consummate the transactions contemplated by the MIPA is subject to (a) the receipt of certain requisite consents from third parties (other than the StratCap Waiver), (b) approval from the FINRA of the proposed change of control of the broker-dealer subsidiaries, not subject to any FINRA Burdensome Condition (as defined in the MIPA), or the waiver of this condition by APH if at least 35 days have passed since the filing was submitted to FINRA and FINRA has not denied the application for approval or advised that the parties are prohibited from consummating the closing, (c) closing of the “AR Capital Transaction Agreement” (as defined below) and (d) Realty Capital Securities continuing to employ a stated number of external wholesalers. The obligations of the Company and RCS Holdings to consummate the transactions contemplated by the MIPA is conditioned on certain conditions, including receipt of proceeds from the sale of the Series D Preferred Stock (as described below). The closing of the transactions contemplated by the MIPA is expected to be consummated in 2015. The MIPA includes certain post-closing agreements, including a non-competition agreement that restricts the Company and RCS Holdings from engaging for 5 years in the wholesale brokerage business and raising or sponsoring public or private, traded or non-traded investment companies. In addition, pursuant to the MIPA, the Company and RCS Holdings and APH will enter into an Operating Agreement and a Strategic Relationship Agreement on the terms set forth in term sheets which are exhibits to the MIPA. The Operating Agreement term sheet addresses the provision by the Company and RCS Holdings, Docupace, LLC (a joint venture in which the Company and RCS Holdings holds the controlling interest) and StratCap of services and capabilities to Realty Capital Securities and its affiliates, including APH, in order to support and maintain the operations of the wholesale broker-dealer and related businesses acquired pursuant to the MIPA, and includes agreements to license certain technology of StratCap and Docupace, LLC. The Operating Agreement term sheet also provides that the Company and RCS Holdings will agree that, in the event APH does not acquire StratCap, Realty Capital Securities will be provided the opportunity to concurrently distribute StratCap’s investment programs and will receive one-half of StratCap’s revenues. The Strategic Relationship Agreement provides for agreements relating to APH and its affiliates’ products being distributed through the Company and RCS Holdings’ retail advice platform on terms specified in the Strategic Relationship Agreement term sheet. On August 6, 2015, AR Capital LLC (“AR Capital”), entered into a Transaction Agreement (the “AR Capital Transaction Agreement”) with AMH Holdings (Cayman), L.P., a Cayman Islands exempted limited partnership and an affiliate of APH (“AMH”) and a newly formed entity, AR Global, LLC (“AR Global”). The AR Capital Transaction Agreement provides that AR Capital will transfer to AR Global substantially all of the assets of its ongoing asset management business to AR Global. Following the consummation of the transactions contemplated by the AR Capital Transaction Agreement, AMH will hold a 60% % interest in AR Global and AR Capital will hold a 40% interest in AR Global. The business and affairs of AR Global will be overseen by a board of managers comprised of ten members, six of which will be appointed by AMH and four of which will be appointed by AR Capital. AR Capital is currently under common control with RCAP Holdings, LLC, the Company’s controlling shareholder, and the Company’s Chief Executive Officer, who is also a director and one other of the Company’s directors are members of AR Capital. The closing of the AR Capital Transaction is conditioned on, among other things, the closing of the transactions under the MIPA. Investment Agreements On August 6, 2015, the Company and each of APH and Luxor entered into separate Investment Agreements (the “Investment Agreements”) under which APH agreed to purchase 1,000,000 shares of Series D-1 Preferred Stock (the “Series D-1 Preferred Stock”) for a purchase price of $25.0 million and Luxor agreed to acquire 500,000 shares of Series D-2 preferred stock (the “Series D-2 Preferred Stock” and collectively with the Series D-1 Preferred Stock, the “Series D Preferred Stock”) for a purchase price of $12.5 million . The proceeds from the sale of the Series D Preferred Stock will be used for general corporate and working capital purposes. The Investment Agreements contains certain representations and warranties and covenants. In addition, closing of each of the Investment Agreements is subject to various conditions, including (i) the accuracy of the other party’s representations and warranties (subject to specified qualifications), (ii) the other party’s material compliance with its covenants and conditions contained in the Investment Agreements, (iii) absence of certain changes with respect to legal proceedings, (iv) no material adverse effect; (v) the Company entering into a customary registration rights agreement and (vi) the closing of the other Investment Agreement. In addition, each of AMH and Luxor can terminate the Investment Agreements if the Company’s disclosure letter to that Investment Agreement (which is required to be delivered on or before August 13, 2015) discloses information which would be material to a reasonable investor and a reasonable person would not have recognized would have been disclosed against the pertinent representation and warranty after reading the Investment Agreement and the Company’s SEC filings (excluding any disclosures contained under the captions “Risk Factors” or “Forward Looking Statements”, any non-specific, predictive, cautionary or forward looking disclosures). The Series D-1 Preferred Stock and Series D-2 Preferred Stock will have identical rights except for the right of the Series D-1 Preferred Stock to elect two directors, as described below. The following summarizes the material terms of the Series D Preferred Stock Certificates of Designation (collectively referred to as the “Series D COD”) and does not purport to be complete. Dividends If paid in cash, dividends on shares of Series D Preferred Stock will accrue quarterly at 11.0% 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 quarterly at 12.5% per annum of the liquidation preference. Liquidation Preference The initial liquidation preference of shares of Series D Preferred Stock is $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. Conversion Rights The holders of shares of Series D Preferred Stock have the right, at their option at any time and from time to time, to convert some or all of their shares of Series D Preferred Stock into the number of shares of the Company’s Class A common stock, obtained by dividing the aggregate liquidation preference of such shares 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 conversion by an initial conversion price of $5.00 , which will be adjustable upon the occurrence of certain events and transactions to prevent dilution. However, the Series D-2 Preferred Stock will not be convertible until stockholder approval has been obtained in accordance with the rules of the NYSE to the issuance of Series D-2 Preferred Stock and the Common Stock issuable on conversion thereof. The Company has agreed to as soon as reasonably practicable to file an information statement on Schedule 14-C with the SEC and use its commercially reasonable efforts to have the information statement cleared with the SEC and RCAP Holdings, LLC, the holder of Class B share, has executed a written consented to the issuance and the stockholder approval will be effective on the 20 th calendar day after the information statement is sent to stockholders. Redemption Rights Starting on December 12, 2022, the Company will have a right to redeem, and holders of Series D Preferred Stock will have a right to cause the Company to redeem, all or a part of the outstanding shares Series D Preferred Stock for cash at 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. Rank The Series D Preferred Stock ranks pari passu with each other and the Series B and Series C Preferred Stock with respect to rights to the payment of dividends and the distribution of assets in the event of any liquidation, dissolution or winding up of the Company. Board of Director Rights For so long as APH and its affiliates own at least a majority of the then outstanding shares of Series D-1 Preferred Stock or at least 25% of the Series D-1 Preferred Stock originally issued to them, the holders of a majority of the outstanding share of Series D-1 Preferred Stock will be entitled to elect two directors. Voting Rights Series D Preferred Stock generally has the right to vote on an as converted basis with the holders of the Class A common stock. However, the Series D-2 Preferred Stock will not have such voting rights until stockholder approval has been obtained in accordance with the rules of the NYSE, as discussed above. In addition, the affirmative vote of at least a majority of shares of Series D Preferred Stock, voting as a single class, is required for the Company to: (i) authorize or approve the issuance of any shares of, or of any security convertible into, or convertible or exchangeable for, shares of, preferred stock or any other capital stock of the Company, which shares rank senior to or on a parity with Series D Preferred Stock, subject to limited exceptions; (ii) enter into any transaction or series of related transactions with any affiliate of the Company other than in the ordinary course of business and on terms and conditions substantially as favorable as a comparable arm’s-length transaction with a non-affiliate; or (iii) contract, create, incur, or assume any Indebtedness (as defined in the Series D COD or guarantee any Indebtedness if, at the time of or after giving effect to such contract, creation, incurrence, assumption or guarantee, the aggregate outstanding amount of all Indebtedness on a consolidated basis of the Company equals or exceeds or would equal or exceed 4.0 times LTM Adjusted EBITDA (as such term is defined in the Series D COD). In addition, the affirmative vote of the holders of at least a majority of shares of the Series D-1 Preferred Stock and Series D-2 Preferred Stock voting separately is required to amend, alter or repeal any of the provisions of the Series D-1 COD and Series D-2 COD, as applicable, the Certificate of Incorporation of the Company or the Bylaws of the Company so as to materially and adversely affect the powers, designations, preferences and rights of the Series D-1 Preferred Stock and Series D-2 Preferred Stock, as applicable. Limitation In no event will a holder of Series D Preferred Stock be allowed to accept Class A Common issuable upon conversion of the Series D Preferred Stock or have voting rights with respect to the Series D Preferred Stock that would result in the ownership of an aggregate number of Common Stock, when taken together with any other Common Shares then held by such holder and persons aggregated with such holder under FINRA rules, in excess of 24.9% of the outstanding Class A common stock or in excess of 24.9% of the voting power, unless such ownership of Common Shares or voting in excess of the 24.9% Share Cap is duly approved in advance by FINRA. Luxor’s Interest in the Company In addition to shares of Series A Preferred Stock, Luxor owns shares of Class A common stock (which were either purchased on the open market or purchased directly from the Company and RCS Holdings in a private placement), $120.0 million principal amount of Convertible Notes (representing all the issued and outstanding Convertible Notes as of December 17, 2014) and $152.5 million liquidation of preference of Series B Preferred Stock and $114.1 million liquidation preference of Series C Preferred Stock. As of August 7, 2015, without giving effect to the issuance of any of the transactions described herein, Luxor held 8,495,402 shares of Class A common stock in the aggregate held by Luxor representing 10.99% of the shares of Class A common stock outstanding and 5.50% of the combined voting power of the Company and RCS Holdings and RCS Holdings. As of August 7, 2015, and assuming on the conversion of the Series C Preferred Stock and the Convertible Notes, Luxor would be the beneficial owner of 25,594,768 shares of Class A common stock. Termination of Amended and Restated Services Agreement The Company and RCS Holdings have entered into an agreement (the “Termination Agreement”) with RCS Capital Management, LLC (“RCM”), each of the members of RCM, who are also members of RCAP Holdings, LLC, and Luxor pursuant to which RCM and its members have agreed to terminate the Services Agreement, pursuant to which RCM serves as service provider to the Company and RCS Holdings, within five business days. Pursuant to the Termination Agreement, the members of RCAP Holdings, LLC will receive 2,608,697 shares of Class A common stock as consideration for the termination of the Services Agreement. Luxor will receive 3,000,000 shares of Class A common stock as consideration for the termination of the Services Agreement and its rights under the Put & Call Agreement. Under the Put & Call Agreement, Luxor has the right to put its interest in RCM to the Company and RCS Holdings for a number of shares (or an equivalent cash payment) equal to Luxor’s membership interest in RCM (which is equal to 19.46% ) multiplied by the outstanding shares of Class A common stock (assuming conversion of convertible securities issued to Luxor) multiplied by 0.15 . The issuance of more than 0.99% of the outstanding Class A common stock to Luxor and to certain other members who are related parties of the Company is subject to stockholder approval in accordance with the rules of the NYSE, as discussed above. A second closing will take place following receipt of such approval, at which the balance of the Class A common stock will be issued. The issuance will be included in the information statement described above. Following and in connection with these transactions, RCM will liquidate. The Termination Agreement includes mutual releases by the Company and RCS Holdings and the members of RCM in connection with matters arising from or related to the Services Agreement and the Put & Call Agreement. |
Summary of Significant Accoun30
Summary of Significant Accounting Policies (Policies) | 6 Months Ended |
Jun. 30, 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 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 have been prepared 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 common revenue accounting guidance for U.S. GAAP and International Financial Reporting Standards. For public entities, the amendments were to be effective for annual reporting periods beginning after December 15, 2016, including interim periods within that reporting period. However, in July 2015, the FASB deferred the effective date of ASU 2014-09 and the guidance will be effective for public entities for annual reporting periods beginning after December 15, 2017. Early adoption is permitted for annual reporting periods beginning after December 15, 2016. 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 but does not expect the adoption to have a material impact to its financial condition or results of operations. 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 intends to adopt ASU 2015-03 beginning with the financial statements as of and for the year ended December 31, 2015. The adoption of ASU 2015-03 is expected to have an impact on the Company’s statement of financial condition as the deferred financing fees will be reported net against the long-term debt. The adoption of ASU 2015-03 is not expected to have an impact on the Company’s statement of operations. 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) | 6 Months Ended |
Jun. 30, 2015 | |
Business Combinations [Abstract] | |
Schedule of Business Acquisitions, by Acquisition | 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 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 contingent and deferred consideration in the table above represents the fair value at the acquisition date which includes discounting for the time value of money. The estimated range of undiscounted outcomes of the contingent consideration as of June 30, 2015 was as follows: ($ in thousands) Low Case High Case Estimated contingent consideration amount $ 30,110 $ 36,790 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 contingent and deferred consideration in the table above represents the fair value at the date of acquisition which includes discounting for the time value of money. The estimated range of undiscounted outcomes of the contingent consideration as of June 30, 2015 was as follows: ($ in thousands) Low Case High Case Estimated contingent consideration amount $ 12,300 $ 84,740 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 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 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 StratCap consideration consisted of the following: ($ in thousands) Cash paid by the Company $ 67,510 Stock issued by the Company 10,000 Contingent consideration 75,000 Deferred consideration 9,970 Total consideration $ 162,480 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 30,571 Intangible assets 121,380 Total consideration $ 162,480 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 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 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 |
Business Acquisition, Pro Forma Information | The Company’s supplemental pro forma results of operations for StratCap for the six months ended June 30, 2014 are as follows: Six Months Ended June 30, ($ in millions) 2014 Total revenues $ 113.2 Loss before taxes (0.2 ) The Company’s supplemental pro forma results of operations for Hatteras for the six months ended June 30, 2014 are as follows: Six Months Ended June 30, ($ in millions) 2014 Total revenues $ 29.7 Income before taxes 3.1 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 six months ended June 30, 2014 , are as follows: Six Months Ended June 30, ($ in millions) 2014 Total revenues $ 1,577.9 Income before taxes 34.9 Provision for income taxes (1) 14.0 Net income 20.9 Less: income attributable to non-controlling interest 9.1 Less: preferred dividends and deemed dividend (2) 204.3 Net loss attributable to Class A common stockholders $ (192.5 ) ________________________ (1) Reflects pro forma adjustment to record the income tax provision based on the assumed 40% tax rate. (2) Includes deemed dividend of $194.8 million representing the difference between redemption value of the Series A Preferred Stock (based on the if-converted price) and the amount of the proceeds that were allocated to the convertible preferred stock excluding the embedded derivative. The convertible preferred stock can be settled in cash in certain situations; therefore, the Company was required to accrete up to the redemption value. This accretion was recognized in its entirety resulting in a reduction in the income attributable to the common stockholders. The Company’s supplemental pro forma results of operations with J.P. Turner for the six months ended June 30, 2014 are as follows: Six Months Ended June 30, ($ in millions) 2014 Total revenues $ 29.6 Income before taxes 2.0 The Company’s supplemental pro forma results of operations for ICH for the six months ended June 30, 2014 are as follows: Six Months Ended June 30, ($ in millions) 2014 Total revenues $ 46.4 Loss before taxes (1.5 ) The Company’s supplemental pro forma results of operations for Summit for the six months ended June 30, 2014 are as follows: Six Months Ended June 30, ($ in millions) 2014 Total revenues $ 48.8 Loss before taxes (0.7 ) The Company’s supplemental pro forma results of operations for Cetera for the six months ended June 30, 2014 are as follows: Six Months Ended June 30, ($ in millions) 2014 Total revenues $ 600.5 Loss before taxes (37.0 ) |
Fair Value Disclosures Fair Val
Fair Value Disclosures Fair Value Disclosures (Tables) | 6 Months Ended |
Jun. 30, 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 $21.9 million of derivatives classified in long-term debt. (2) Excludes deferred payments, which are measured at fair value on a non-recurring basis. The Company’s fair value hierarchy for those assets and liabilities measured at fair value on a recurring basis by product category as of June 30, 2015 are as follows: ($ in thousands) Level 1 Level 2 Level 3 Total Assets: Cash equivalents - money market funds $ 64,067 $ — $ — $ 64,067 Available-for-sale securities: Mutual funds 2,701 — — 2,701 Total available-for-sale 2,701 — — 2,701 Trading securities: Equity securities 163 — — 163 Mutual funds 9,592 — — 9,592 Certificate of deposits — 429 — 429 U.S. government bonds 2 9 — 11 State and municipal bonds 1 — — 1 Corporate bonds — 72 — 72 Other 39 — 470 509 Total trading securities 9,797 510 470 10,777 Deferred compensation plan investments: Money market fund 4,470 — — 4,470 International global funds 19,126 — — 19,126 U.S. equity funds 49,035 — — 49,035 U.S. fixed-income funds 10,937 — — 10,937 Mutual funds — 3,086 — 3,086 Total deferred compensation plan investments 83,568 3,086 — 86,654 Prepaid expenses and other assets (1) — 1,365 4,443 5,808 Total $ 160,133 $ 4,961 $ 4,913 $ 170,007 Liabilities: Derivative contracts $ — $ — $ 46,515 (2) $ 46,515 Other liabilities: Equity securities 43 — — 43 Mutual funds and unit investment trusts 158 — — 158 State and municipal government obligations 130 202 — 332 Certificate of deposit — — — — Contingent consideration — — 60,635 (3) 60,635 Total $ 331 $ 202 $ 107,150 $ 107,683 _____________________ (1) Primarily represents investments in REITs, oil and gas interests and other illiquid investments. (2) Includes $6.9 million of derivatives classified in long-term debt. (3) Excludes deferred payments, which are measured at fair value on a non-recurring basis. |
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation | The following table presents changes during the six months ended June 30, 2014 in Level 3 assets and liabilities measured at fair value on a recurring basis, and the realized and unrealized gains and losses related to the Level 3 assets and liabilities for the six months ended June 30, 2014 : ($ in thousands) Fair value as of December 31, 2013 Net realized and unrealized gains/(losses) Purchases Issuances Settlements Fair value as of Assets: Trading securities- other $ — $ — $ 120 $ — $ — $ 120 Total $ — $ — $ 120 $ — $ — $ 120 ($ in thousands) Fair value as of December 31, 2013 Net realized and unrealized (gains)/losses Purchases Issuances Settlements Fair value as of Liabilities: Derivative contracts $ — $ (58,452 ) $ — $ 162,614 $ — $ 104,162 Contingent consideration 2,180 163 12,868 29,380 (13,173 ) 31,418 Total $ 2,180 $ (58,289 ) $ 12,868 $ 191,994 $ (13,173 ) $ 135,580 The following table presents changes during the six months ended June 30, 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 for the six months ended June 30, 2015 : ($ in thousands) Fair value as of December 31, 2014 Net realized and unrealized gains/(losses) Purchases Issuances Sales Settlements Fair value as of June 30, 2015 Assets: Trading securities- other $ 470 $ — $ — $ — $ — $ — $ 470 Prepaid expenses and other assets - oil and gas interests 151 (12 ) — — (10 ) — 129 Prepaid expenses and other assets - REIT and other illiquid investments — (65 ) 4,522 — (143 ) — 4,314 Total $ 621 $ (77 ) $ 4,522 $ — $ (153 ) $ — $ 4,913 ($ in thousands) Fair value as of Net realized and unrealized (gains)/losses Purchases Issuances Sales Settlements Fair value as of Liabilities: Derivative contracts $ 102,908 $ (56,393 ) $ — $ — $ — $ — $ 46,515 Contingent consideration 107,278 (49,787 ) — 13,081 — (9,937 ) 60,635 Total $ 210,186 $ (106,180 ) $ — $ 13,081 $ — $ (9,937 ) $ 107,150 |
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 Level 3 instruments as of June 30, 2015 : ($ 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 $ 129 Discounted cash flows 10% discount rate Prepaid expenses and other assets - REITs and other illiquid investments $ 4,314 Sponsorship valuation Third party valuation from sponsors Liabilities: Derivative contracts $ 46,515 Monte Carlo & binomial lattice (Series C) Inputs for convertible notes, Series B and Series C preferred stock respectively: Contingent consideration - Hatteras $ 30,460 Discounted cash flow • Projected earnings: $6.4 million to $27.8 million, December 31, 2016 and 2018, respectively. Contingent consideration - StratCap $ 24,400 Discounted cash flow • Projected earn-out payments: EBITDA multiples for 2015 and 2016. Contingent consideration - First Allied and Cetera $ 394 Discounted cash flow • Revenue achievement Contingent consideration - Girard $ 5,381 Discounted cash flow • Projected gross dealer concessions (GDC): The following table presents information about the significant unobservable inputs used for recurring fair value measurements for Level 3 instruments as of December 31, 2014 : ($ 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: Contingent consideration - J.P. Turner $ 6,200 Discounted cash flow • Probability exceeding percentage threshold: 99.7% to 100.0% Contingent consideration - Hatteras $ 28,310 Discounted cash flow • Projected earnings: $11.0 million to $17.3 million, December 31, 2016 and 2018, respectively Contingent consideration - StratCap $ 68,200 Discounted cash flow • Projected earn-out payments: EBITDA multiples for 2015 and 2016. Contingent consideration - First Allied and Cetera $ 4,568 Discounted cash flow • Revenue achievement |
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 June 30, 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 NAV Per Share Unfunded Commitments Trading securities- other- private equity fund Investments in private equity funds $ 113 $ 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 June 30, 2015 : Fair Value ($ in thousands) Carrying value Level 1 Level 2 Level 3 Convertible notes $ 63,991 $ — $ — $ 60,220 Series B Preferred Stock 152,458 — — 93,066 Series C Preferred Stock 114,145 — — 83,166 First lien term facility 534,756 — — 529,408 Second lien term facility 148,024 — — 146,544 Promissory note (legal settlement) 15,300 — 15,300 — Subordinated borrowings 2,000 — — 2,000 First lien revolving facility 23,000 — — 23,000 Capital lease obligations 10,346 — 10,346 — Total $ 1,064,020 $ — $ 25,646 $ 937,404 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 ($ in thousands) 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 |
Available-for-Sale Securities (
Available-for-Sale Securities (Tables) | 6 Months Ended |
Jun. 30, 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 six months ended June 30, 2015 : For the Six Months Ended June 30, 2015 ($ in thousands) Fair value at December 31, 2014 Purchases (1) Sales Realized Gains/ (Losses) (2) Unrealized Gains/ (Losses) (2) Fair value at June 30, 2015 Cost Mutual funds $ 11,473 $ 26 $ (8,780 ) $ (369 ) $ 351 $ 2,701 $ 2,561 _____________________ (1) Purchases under dividend reinvestment programs. (2) Unrealized losses for the three months ended June 30, 2015 were $0.1 million . There were no realized gains or losses for the three months ended June 30, 2015 . The following table presents information about the Company’s available-for-sale securities for the six months ended June 30, 2014 : For the Six Months Ended June 30, 2014 ($ in thousands) Fair value at December 31, 2013 Purchases (1) Sales Realized Gains/ (Losses) (2) Unrealized Gains/ (Losses) (2) Fair value at June 30, 2014 Cost Mutual funds $ 8,528 $ 215 $ (9,013 ) $ 171 $ 544 $ 445 $ 410 _____________________ (1) Purchases under dividend reinvestment programs. (2) Realized gains and unrealized losses for the three months ended June 30, 2014 were $0.3 million and $0.2 million , respectively. |
Accounts and Notes Receivable (
Accounts and Notes Receivable (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
Receivables [Abstract] | |
Schedule of Accounts, Notes, Loans and Financing Receivable | The Company’s notes receivable, net of allowance, for the six months ended June 30, 2015 and the year ended December 31, 2014 , were as follows: June 30, 2015 December 31, 2014 ($ in thousands) 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/acquired loans 2,400 12,137 14,537 16,747 52,200 68,947 Collections (917 ) (5,182 ) (6,099 ) (1,672 ) (8,805 ) (10,477 ) Forgiveness (4,124 ) — (4,124 ) (8,329 ) 298 (8,031 ) Accretion 1,791 117 1,908 5,368 402 5,770 Allowance 430 (602 ) (172 ) (143 ) (347 ) (490 ) Ending balance $ 22,655 $ 52,384 $ 75,039 $ 23,075 $ 45,914 $ 68,989 The Company’s accounts receivable consist of the following as of June 30, 2015 and December 31, 2014 : ($ in thousands) June 30, 2015 December 31, 2014 Fees and commissions receivable $ 95,101 $ 86,193 Reimbursable expenses receivable 19,549 20,922 Receivable from customers 14,315 17,224 Investment banking fees receivable 1,749 12,430 Receivables from brokers, dealers, clearing organizations and other 41,218 33,865 Due from RCAP Holdings and other related parties 3,391 2,255 Total $ 175,323 $ 172,889 |
Allowance for Credit Losses on Financing Receivables | The following table presents the Company’s allowance for uncollectible amounts due from financial advisors for the six months ended June 30, 2015 and the year ended December 31, 2014 : June 30, 2015 December 31, 2014 ($ in thousands) Forgivable loans Payback loans Total Forgivable loans Payback loans Total Beginning balance $ 511 $ 403 $ 914 $ 368 $ 56 $ 424 Provision for bad debt (379 ) 840 461 327 735 1,062 Charge off - net of recoveries (51 ) (238 ) (289 ) (184 ) (388 ) (572 ) Total change (430 ) 602 172 143 347 490 Ending balance $ 81 $ 1,005 $ 1,086 $ 511 $ 403 $ 914 The following table presents the Company’s change in the allowance for uncollectable amounts due from financial advisors for the three and six months ended June 30, 2015 and June 30, 2014 : Three Months Ended June 30, Six Months Ended June 30, ($ in thousands) 2015 2014 2015 2014 Change in allowance for uncollectable amounts - notes receivable $ 192 $ 315 $ 172 $ 315 |
Goodwill and Intangible Assets
Goodwill and Intangible Assets (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Intangible Assets and Goodwill | 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: Goodwill as of ($ in thousands) June 30, 2015 December 31, 2014 Independent Retail Advice $ 468,771 $ 434,398 Wholesale Distribution — 22,871 Investment Management 15,348 15,348 Investment Banking and Capital Markets 46,075 45,989 Corporate and Other 755 755 Total goodwill $ 530,949 $ 519,361 |
Schedule of Goodwill | The following table presents changes in the carrying amount of goodwill for the six months ended June 30, 2015 : ($ in thousands) Total goodwill, as of December 31, 2014 $ 519,361 Changes during the period from: Docupace adjustment (preliminary) 86 VSR acquisition (preliminary) 30,282 Girard acquisition (preliminary) 15,767 Other (see Note 2 - Cetera acquisition) 1,903 StratCap adjustment 7,700 J.P. Turner impairment (13,579 ) StratCap impairment (30,571 ) Total goodwill, as of June 30, 2015 $ 530,949 |
Schedule of Finite-Lived Intangible Assets | Intangible Assets . The components of intangible assets as of June 30, 2015 are as follows: ($ in thousands) Weighted-Average Life Remaining (in years) Beginning Gross Carrying Value Impairments Gross Carrying Value, June 30, 2015 Accumulated Amortization Net Carrying Value Finite-lived intangible assets: Financial advisor relationships 13 $ 1,062,065 $ 12,530 $ 1,049,535 $ 90,331 $ 959,204 Sponsor relationships 8 113,000 100,000 13,000 10,464 2,536 Trade names 27 67,857 46 67,811 3,081 64,730 Investment management agreements 12 47,390 — 47,390 3,933 43,457 Customer relationships 11 20,686 — 20,686 2,427 18,259 Internally developed software and technologies 6 22,541 — 22,541 2,543 19,998 Intellectual property 8 10,642 — 10,642 1,437 9,205 Non-competition agreements 3 10,443 75 10,368 7,928 2,440 Distribution networks 39 3,210 — 3,210 70 3,140 Total finite-lived intangible assets $ 1,357,834 $ 112,651 $ 1,245,183 $ 122,214 $ 1,122,969 The intangible assets for each reportable segment as of June 30, 2015 are as follows: ($ in thousands) Beginning Gross Carrying Value Impairments Gross Carrying Value, June 30, 2015 Accumulated Amortization Net Carrying Value Independent Retail Advice $ 1,151,151 $ 12,651 $ 1,138,500 $ 102,982 $ 1,035,518 Wholesale Distribution 121,380 100,000 21,380 11,595 9,785 Investment Management 48,770 — 48,770 4,018 44,752 Investment Banking and Capital Markets 23,761 — 23,761 1,745 22,016 Investment Research 10,642 — 10,642 1,437 9,205 Corporate and Other 2,130 — 2,130 437 1,693 Total finite-lived intangible assets $ 1,357,834 $ 112,651 $ 1,245,183 $ 122,214 $ 1,122,969 During the three and six months ended June 30, 2015 , the Company wrote-off intangible assets of $100.0 million related to sponsor relationships from the StratCap acquisition and $12.6 million related to the financial advisor relationships, non-compete agreements and trade names which represented all of the intangible assets from the J.P. Turner acquisition. These impairments were all recorded in goodwill and intangible assets impairment charge in the statements of operations. See Note 2 for more information. The components of intangible assets as of December 31, 2014 are as follows: ($ in thousands) Weighted-Average Life Remaining (in years) Gross Carrying Value Accumulated Amortization Net Carrying Value 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 The intangible assets for each reportable segment as of December 31, 2014 are as follows: ($ in thousands) Gross Carrying Value Accumulated Amortization Net Carrying Value Independent Retail Advice $ 1,104,979 $ 60,113 $ 1,044,866 Wholesale Distribution 121,380 4,617 116,763 Investment Management 48,770 2,009 46,761 Investment Banking and Capital Markets 23,730 313 23,417 Investment Research 10,642 849 9,793 Corporate and Other 2,130 205 1,925 Total finite-lived intangible assets $ 1,311,631 $ 68,106 $ 1,243,525 The following tables present amortization expense for the three and six months ended June 30, 2015 and June 30, 2014 and the estimated future amortization for intangible assets: Amortization Expense Three Months Ended June 30, Six Months Ended June 30, ($ in thousands) 2015 2014 2015 2014 Amortization expense $ 26,905 $ 13,765 $ 54,108 $ 15,532 |
Schedule of Finite-Lived Intangible Assets, Future Amortization Expense | Estimated Future Amortization Expense ($ in thousands) Twelve Months Ended June 30, 2016 $ 92,320 2017 90,473 2018 90,317 2019 89,901 2020 88,281 Thereafter 671,677 Total $ 1,122,969 |
Long-Term Debt (Tables)
Long-Term Debt (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
Debt Disclosure [Abstract] | |
Schedule of Long-term Debt Instruments | The following table presents the Company’s long-term borrowings as of June 30, 2015 and December 31, 2014 and their contractual interest rates, net of unamortized original issue discounts: June 30, 2015 December 31, 2014 ($ in thousands) Balance Interest Rate Balance Interest Rate First lien term facility $ 534,756 7.50% $ 555,700 6.50% Second lien term facility 148,024 11.50% 147,903 10.50% Convertible notes (1) 70,859 5.00% 83,508 5.00% First lien revolving facility 23,000 7.50% — —% Promissory note 15,300 8.00% 15,300 8.00% Capital lease obligations 10,346 5.94% — —% Subordinated borrowings 2,000 8.25% 2,000 8.25% Total borrowings 804,285 804,411 Less: Current portion of borrowings 62,405 43,891 Total long-term debt, net of current portion $ 741,880 $ 760,520 _____________________ (1) The Company’s convertible notes balance includes the fair value of the compound derivative of $6.9 million and $21.9 million as of June 30, 2015 and December 31, 2014 , respectively. |
Schedule of Maturities of Long-term Debt | The following table presents the contractual maturities of long-term debt, net of the current portion as of June 30, 2015 : ($ in thousands) Twelve Months Ended June 30, 2017 $ 97,820 2018 88,591 2019 332,475 2020 1,585 Thereafter 270,000 Long-term portion of the original issue discount (55,459 ) Fair value of embedded derivative 6,868 Total long-term debt, net of current portion $ 741,880 |
Schedule of Short-term Debt | The following table presents the scheduled contractual maturities of the current portion of long-term debt as of June 30, 2015 : ($ in thousands) Three Months Ended, September 30, 2015 $ 14,678 December 31, 2015 14,968 March 31, 2016 24,627 June 30, 2016 14,968 Short-term portion of the original issue discount (6,836 ) Total current portion of long-term debt $ 62,405 |
Derivative Contracts (Tables)
Derivative Contracts (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Schedule of Derivative Instruments in Statement of Financial Position, Fair Value | The following table sets forth the fair value of the Company’s derivative contracts as of June 30, 2015 and December 31, 2014 as follows: ($ in thousands) June 30, 2015 December 31, 2014 Luxor Put $ 8,383 $ 11,623 Luxor Call — — Embedded derivative related to the Series B preferred stock — — Embedded derivative related to the Series C preferred stock 31,264 69,409 Total derivative contracts $ 39,647 $ 81,032 Embedded derivative related to the convertible notes (included in long-term debt) $ 6,868 $ 21,876 |
Derivative Instruments, Gain (Loss) | The following table sets forth the change in fair value of the Company’s derivative contracts which was recorded in other revenues in the consolidated statement of operations for the three and six months ended June 30, 2015 and June 30, 2014 : Three Months Ended Six Months Ended ($ in thousands) June 30, 2015 June 30, 2014 June 30, 2015 June 30, 2014 Luxor Put $ 2,946 $ 8,466 $ 3,241 $ 8,466 Luxor Call — — — — Embedded derivative related to the Series A preferred stock — 35,239 — 35,239 Embedded derivative related to the Series B preferred stock — — — — Embedded derivative related to the Series C preferred stock 21,767 — 38,143 — Embedded derivative related to the convertible notes (included in long-term debt) 8,252 14,747 15,009 14,747 Total change in fair value $ 32,965 $ 58,452 $ 56,393 $ 58,452 |
Preferred Stock (Tables)
Preferred Stock (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
Equity [Abstract] | |
Schedule of Liquidation Preference on Preferred Stock | The following table presents the liquidation preferences for the Series B Preferred Stock and the Series C Preferred Stock: ($ in thousands) Series B Preferred Stock Series C Preferred Stock Beginning liquidation preference, December 12, 2014 $ 145,000 $ 110,000 Allocation of Series A Preferred Stock accrued and unpaid dividends 1,700 1,288 2014 4th quarter dividend accrual 797 385 2014 4th quarter dividend paid-in-kind increase 352 239 2015 1st quarter dividend accrual 4,056 1,954 2015 1st quarter dividend paid-in-kind increase 553 279 Ending liquidation preference, June 30, 2015 $ 152,458 $ 114,145 |
Equity-Based Compensation (Tabl
Equity-Based Compensation (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Nonvested Restricted Stock Shares Activity | 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 six months ended June 30, 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 85,992 8.13 699 N/A Less: forfeited 5,000 8.13 41 N/A Nonvested, June 30, 2015 277,633 $ 8.13 $ 2,257 2.13 The following table details the restricted shares activity during the six months ended June 30, 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 11.61 19,181 4.24 Less: vested 428,095 31.01 13,275 N/A Less: forfeited 183,036 38.49 7,045 N/A Less: retired 232,556 32.13 7,472 N/A Nonvested, June 30, 2015 3,085,108 $ 22.93 $ 70,764 3.16 |
Income Taxes (Tables)
Income Taxes (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
Income Tax Disclosure [Abstract] | |
Summary of Deferred Tax Liability | The following table presents the net deferred tax liability primarily related to intangible assets acquired as a result of the recent acquisitions: ($ in thousands) June 30, 2015 December 31, 2014 Net deferred tax liability $ 220,639 $ 266,202 |
Schedule of Effective Income Tax Rate | The following table presents the Company’s effective tax rate: Six Months Ended June 30, 2015 2014 Effective tax rate 42.03 % 18.48 % |
Earnings Per Share (Tables)
Earnings Per Share (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
Earnings Per Share [Abstract] | |
Schedule of Earnings Per Share, Basic, by Common Class, Including Two Class Method | The following tables present the calculation of basic and diluted earnings per share for the three and six months ended June 30, 2015 and 2014 : Three Months Ended June 30, Six Months Ended June 30, ($ in thousands, except share and per share data) 2015 2014 2015 2014 Basic earnings per share Net loss attributable to Class A common stockholders (1) $ (72,148 ) $ (149,861 ) $ (92,904 ) $ (146,576 ) Allocation of earnings to participating securities — (384 ) — (711 ) Net loss attributable to Class A common stockholders (72,148 ) (150,245 ) (92,904 ) (147,287 ) Total weighted average basic shares outstanding (2)(3) 74,006,580 43,030,018 72,576,193 34,975,636 Net loss per share $ (0.97 ) $ (3.49 ) $ (1.28 ) $ (4.21 ) Diluted earnings per share Net loss attributable to Class A common stockholders (1) $ (72,148 ) $ (149,861 ) $ (92,904 ) $ (146,576 ) Allocation of earnings to participating securities — (384 ) — (711 ) Add: Series C Preferred Stock, convertible notes, Luxor’s put option (4) (26,235 ) (23,213 ) (45,582 ) (23,213 ) Net loss attributable to Class A common stockholders (98,383 ) (173,458 ) (138,486 ) (170,500 ) Total weighted average basic shares outstanding (2)(3) 74,006,580 43,030,018 72,576,193 34,975,636 Add: Series C Preferred Stock, convertible notes, Luxor’s put option (4) 14,599,367 5,265,251 14,599,367 2,647,170 Total weighted average diluted shares outstanding 88,605,947 48,295,269 87,175,560 37,622,806 Net loss per share $ (1.11 ) $ (3.59 ) $ (1.59 ) $ (4.53 ) _____________________ (1) Included in net loss attributable to Class A common stockholders for the three and six months ended June 30, 2014 is a deemed dividend of $194.8 million . This deemed dividend represents the difference between redemption value of the convertible preferred stock (based on the if-converted price) and the amount of the proceeds that were allocated to the convertible preferred stock excluding the embedded derivative and was recognized in the period in which the preferred stock was issued. The convertible preferred stock can be settled in cash in certain situations; therefore, the Company was required to accrete up to the redemption value. This accretion was recognized in its entirety resulting in a reduction in the income attributable to the common stockholders. (2) Weighted average shares outstanding for the three and six months ended June 30, 2015 were calculated assuming that the 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 were outstanding for the entire period. (3) Weighted average shares outstanding for the three and six months ended June 30, 2014 were calculated assuming that the 11,264,929 shares of Class A common stock issued on June 30, 2014 in connection with the closing of the First Allied acquisition were outstanding for the entire period. (4) The following items were excluded from the calculation of earnings per share as the effect was antidilutive: • Shares issuable under the terms of Luxor’s put option, incremental restricted shares, shares issuable under the second and third tranches of the FA RSU plan, shares of Class A common stock contingently issuable as consideration for certain recent acquisitions and outstanding warrants issued under the 2014 Stock Purchase Program for the three and six months ended June 30, 2015 . • LTIP Units, incremental restricted shares, shares issuable under the terms of the Series A Preferred Stock, shares issuable under the FA RSU plan and shares of Class A common stock contingently issuable as consideration for certain recent acquisitions for the three and six months ended June 30, 2014 . Additionally, shares issuable under the terms of the Series C Preferred Stock were excluded for the three and six months ended June 30, 2014 as the Series C Preferred Stock was not issued until December 19, 2014. |
Schedule of Earnings Per Share, Diluted, by Common Class, Including Two Class Method | The following tables present the calculation of basic and diluted earnings per share for the three and six months ended June 30, 2015 and 2014 : Three Months Ended June 30, Six Months Ended June 30, ($ in thousands, except share and per share data) 2015 2014 2015 2014 Basic earnings per share Net loss attributable to Class A common stockholders (1) $ (72,148 ) $ (149,861 ) $ (92,904 ) $ (146,576 ) Allocation of earnings to participating securities — (384 ) — (711 ) Net loss attributable to Class A common stockholders (72,148 ) (150,245 ) (92,904 ) (147,287 ) Total weighted average basic shares outstanding (2)(3) 74,006,580 43,030,018 72,576,193 34,975,636 Net loss per share $ (0.97 ) $ (3.49 ) $ (1.28 ) $ (4.21 ) Diluted earnings per share Net loss attributable to Class A common stockholders (1) $ (72,148 ) $ (149,861 ) $ (92,904 ) $ (146,576 ) Allocation of earnings to participating securities — (384 ) — (711 ) Add: Series C Preferred Stock, convertible notes, Luxor’s put option (4) (26,235 ) (23,213 ) (45,582 ) (23,213 ) Net loss attributable to Class A common stockholders (98,383 ) (173,458 ) (138,486 ) (170,500 ) Total weighted average basic shares outstanding (2)(3) 74,006,580 43,030,018 72,576,193 34,975,636 Add: Series C Preferred Stock, convertible notes, Luxor’s put option (4) 14,599,367 5,265,251 14,599,367 2,647,170 Total weighted average diluted shares outstanding 88,605,947 48,295,269 87,175,560 37,622,806 Net loss per share $ (1.11 ) $ (3.59 ) $ (1.59 ) $ (4.53 ) _____________________ (1) Included in net loss attributable to Class A common stockholders for the three and six months ended June 30, 2014 is a deemed dividend of $194.8 million . This deemed dividend represents the difference between redemption value of the convertible preferred stock (based on the if-converted price) and the amount of the proceeds that were allocated to the convertible preferred stock excluding the embedded derivative and was recognized in the period in which the preferred stock was issued. The convertible preferred stock can be settled in cash in certain situations; therefore, the Company was required to accrete up to the redemption value. This accretion was recognized in its entirety resulting in a reduction in the income attributable to the common stockholders. (2) Weighted average shares outstanding for the three and six months ended June 30, 2015 were calculated assuming that the 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 were outstanding for the entire period. (3) Weighted average shares outstanding for the three and six months ended June 30, 2014 were calculated assuming that the 11,264,929 shares of Class A common stock issued on June 30, 2014 in connection with the closing of the First Allied acquisition were outstanding for the entire period. (4) The following items were excluded from the calculation of earnings per share as the effect was antidilutive: • Shares issuable under the terms of Luxor’s put option, incremental restricted shares, shares issuable under the second and third tranches of the FA RSU plan, shares of Class A common stock contingently issuable as consideration for certain recent acquisitions and outstanding warrants issued under the 2014 Stock Purchase Program for the three and six months ended June 30, 2015 . • LTIP Units, incremental restricted shares, shares issuable under the terms of the Series A Preferred Stock, shares issuable under the FA RSU plan and shares of Class A common stock contingently issuable as consideration for certain recent acquisitions for the three and six months ended June 30, 2014 . Additionally, shares issuable under the terms of the Series C Preferred Stock were excluded for the three and six months ended June 30, 2014 as the Series C Preferred Stock was not issued until December 19, 2014. |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of Future Minimum Rental Payments for Operating Leases | The following table shows the future annual minimum rental payments due: ($ in thousands) Twelve Months Ended June 30, 2016 $ 11,567 2017 10,638 2018 9,123 2019 7,557 2020 7,045 Thereafter 21,961 Total $ 67,891 |
Contractual Obligation, Fiscal Year Maturity Schedule | The following table shows the future annual minimum payments due: ($ in thousands) Twelve Months Ended June 30, 2016 $ 10,204 2017 8,574 2018 6,567 2019 6,567 2020 6,567 Thereafter 694 Total $ 39,173 |
Net Capital Requirements (Table
Net Capital Requirements (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
Regulatory Capital Requirements [Abstract] | |
Computation of Net Capital under Securities and Exchange Commission Regulation | the table below provides the aggregated net capital requirements by segment of the Company’s broker-dealers as of June 30, 2015 and December 31, 2014 . ($ in thousands) June 30, 2015 December 31, 2014 Independent retail advice (1) : Net capital $ 57,832 $ 63,871 Required net capital 3,064 2,640 Net capital in excess of required net capital $ 54,768 $ 61,231 Wholesale distribution: Net capital $ 11,393 $ 20,774 Required net capital 1,155 1,424 Net capital in excess of required net capital $ 10,238 $ 19,350 Investment management: Net capital $ 2,034 $ 2,145 Required net capital 5 5 Net capital in excess of required net capital $ 2,029 $ 2,140 ___________________ (1) VSR Financial Services, Inc. and Girard Securities, Inc. were not under the control of the Company as of December 31, 2014 . Therefore, they were not included in the net capital calculation as of December 31, 2014 . |
Segment Reporting (Tables)
Segment Reporting (Tables) | 6 Months Ended |
Jun. 30, 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 and six months ended June 30, 2015 and 2014 : Three Months Ended Six Months Ended June 30, June 30, ($ in thousands) 2015 2014 2015 2014 Independent retail advice (1) : Revenues $ 528,980 $ 324,153 $ 1,032,539 $ 416,911 Expenses 567,667 329,364 1,071,141 422,970 Loss $ (38,687 ) $ (5,211 ) $ (38,602 ) $ (6,059 ) Wholesale distribution (2) : Revenues $ 107,249 $ 250,586 $ 196,394 $ 389,696 Expenses 252,196 246,101 358,042 388,736 Income (loss) $ (144,947 ) $ 4,485 $ (161,648 ) $ 960 Investment banking, capital markets and transaction management services: Revenues $ 21,815 $ 39,101 $ 40,627 $ 87,645 Expenses 12,510 16,860 27,315 39,086 Income $ 9,305 $ 22,241 $ 13,312 $ 48,559 Investment management (3) : Revenues $ 12,281 $ — $ 25,661 $ — Expenses 12,540 — 25,698 — Loss $ (259 ) $ — $ (37 ) $ — Investment research: Revenues $ 1,397 $ 691 $ 2,580 $ 691 Expenses 4,375 3,857 7,522 4,301 Loss $ (2,978 ) $ (3,166 ) $ (4,942 ) $ (3,610 ) Corporate and other: Revenues $ 33,003 $ 58,470 $ 56,036 $ 58,470 Expenses (26,341 ) 17,507 4,761 23,956 Income $ 59,344 $ 40,963 $ 51,275 $ 34,514 Revenue reconciliation Total revenues for reportable segments $ 704,725 $ 673,001 $ 1,353,837 $ 953,413 Less: intercompany revenues 26,359 27,982 49,887 35,026 Total revenues $ 678,366 $ 645,019 $ 1,303,950 $ 918,387 Income reconciliation Total income (Loss) before taxes for reportable segments $ (118,222 ) $ 59,312 $ (140,642 ) $ 74,364 Reconciling items — — — — Income (loss) before income taxes $ (118,222 ) $ 59,312 $ (140,642 ) $ 74,364 _____________________ (1) Includes First Allied’s operating results from September 25, 2013, the date First Allied was acquired by RCAP Holdings. Also, includes a goodwill and intangible assets impairment charge of $26.2 million for the three and six months ended June 30, 2015 related to the J.P. Turner acquisition. See Note 2 for more details. (2) Includes a goodwill and intangible asset impairment charge of $130.6 million for the three and six months ended June 30, 2015 related to the StratCap acquisition. See Note 2 for more details. (3) Did not begin operations until the acquisition of Hatteras on June 30, 2014. The following table presents the Company’s total assets by segment as of June 30, 2015 and December 31, 2014 : ($ in thousands) June 30, 2015 December 31, 2014 Segment assets: Independent retail advice $ 2,073,393 $ 1,980,614 Wholesale distribution 55,176 192,669 Investment banking, capital markets and transaction management services 103,079 116,980 Investment management 72,159 79,343 Investment research 12,819 12,291 Corporate and other (1) 70,021 112,423 Total assets for reportable segments $ 2,386,647 $ 2,494,320 Assets reconciliation: Total assets for reportable segments $ 2,386,647 $ 2,494,320 Less: intercompany eliminations 29,341 27,692 Total consolidated assets $ 2,357,306 $ 2,466,628 _____________________ (1) Excludes amounts related to investment in subsidiaries. |
Organization and Description 45
Organization and Description of the Company (Details) - $ / shares | Jun. 30, 2015 | Dec. 31, 2014 | Jun. 10, 2014 |
Common Class A | |||
Class of Stock [Line Items] | |||
Common stock, par value (in dollars per share) | $ 0.001 | $ 0.001 | $ 20.25 |
Common Class B | |||
Class of Stock [Line Items] | |||
Common stock, par value (in dollars per share) | 0.001 | $ 0.001 | |
IPO | Common Class A | |||
Class of Stock [Line Items] | |||
Common stock, par value (in dollars per share) | 0.001 | ||
IPO | Common Class B | |||
Class of Stock [Line Items] | |||
Common stock, par value (in dollars per share) | $ 0.001 |
Recent Acquisitions (Impairment
Recent Acquisitions (Impairment Charges) (Details) - Jun. 30, 2015 - USD ($) $ in Thousands | Total | Total |
Business Acquisition [Line Items] | ||
Impairments of intangible assets | $ 112,651 | |
Sponsor relationships | ||
Business Acquisition [Line Items] | ||
Impairments of intangible assets | 100,000 | |
StratCap | ||
Business Acquisition [Line Items] | ||
Goodwill impairment loss | $ 30,600 | 30,571 |
StratCap | Sponsor relationships | ||
Business Acquisition [Line Items] | ||
Impairments of intangible assets | 100,000 | 100,000 |
JP Turner & Company, LLC | ||
Business Acquisition [Line Items] | ||
Goodwill impairment loss | 13,600 | 13,579 |
Impairments of intangible assets | $ 12,600 | $ 12,600 |
Recent Acquisitions (Cetera) (D
Recent Acquisitions (Cetera) (Details) - USD ($) | Apr. 29, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | Dec. 31, 2014 |
Business Acquisition [Line Items] | ||||||
Net proceeds from issuance of Series A convertible preferred stock (including embedded derivative) | $ 0 | $ 197,504,000 | ||||
Business Combination, Recognized Identifiable Assets Acquired, Goodwill, and Liabilities Assumed, Net [Abstract] | ||||||
Cash and segregated securities | $ 19,073,000 | 19,073,000 | $ 19,030,000 | |||
Goodwill | 530,949,000 | 530,949,000 | $ 519,361,000 | |||
Business Acquisition, Pro Forma Information [Abstract] | ||||||
Total revenues | 1,577,900,000 | |||||
Acquisition-related costs | 5,200,000 | $ 6,546,000 | 7,656,000 | 13,263,000 | ||
Cetera Financial Group | ||||||
Business Acquisition [Line Items] | ||||||
Net proceeds from issuance of Series A 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 | |||||
Expected tax deductible amount | $ 7,900,000 | $ 7,900,000 | ||||
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 | 600,500,000 | |||||
Loss before taxes | (37,000,000) | |||||
Acquisition-related costs | $ 15,600,000 | |||||
Convertible Debt | ||||||
Business Acquisition [Line Items] | ||||||
Interest rate | 5.00% | 5.00% | 5.00% | |||
Convertible Debt | Cetera Financial Group | ||||||
Business Acquisition [Line Items] | ||||||
Convertible notes, face value | 120,000,000 | |||||
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 | 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) | $ 0.001 | $ 0.001 | $ 0.001 | |||
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) | $ 0.001 | |||||
Series A Preferred Stock | Convertible Debt | ||||||
Business Acquisition [Line Items] | ||||||
Interest rate | 7.00% |
Recent Acquisitions (Summit) (D
Recent Acquisitions (Summit) (Details) - USD ($) | Jun. 11, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | Dec. 31, 2014 |
Business Combination, Recognized Identifiable Assets Acquired, Goodwill, and Liabilities Assumed, Net [Abstract] | ||||||
Goodwill | $ 530,949,000 | $ 530,949,000 | $ 519,361,000 | |||
Business Acquisition, Pro Forma Information [Abstract] | ||||||
Total revenues | $ 1,577,900,000 | |||||
Acquisition-related costs | 5,200,000 | $ 6,546,000 | 7,656,000 | 13,263,000 | ||
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 | $ 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 | 48,800,000 | |||||
Income (loss) before taxes | (700,000) | |||||
Acquisition-related costs | $ 4,700,000 | |||||
Summit Financial Services Group | Common Class A | ||||||
Business Acquisition [Line Items] | ||||||
Right to receive merger consideration rights | $ 1.5879 | |||||
Business acquisition, equity interest issued (in shares) | 498,884 | 498,884 | ||||
Summit Financial Services Group | Common Stock | ||||||
Business Acquisition [Line Items] | ||||||
Acquisition share price (in dollars per share) | $ 0.06 |
Recent Acquisitions (J.P. Turne
Recent Acquisitions (J.P. Turner) (Details) - USD ($) $ / shares in Units, $ in Thousands | Mar. 04, 2015 | Jun. 12, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | Dec. 31, 2014 |
Business Combination, Recognized Identifiable Assets Acquired, Goodwill, and Liabilities Assumed, Net [Abstract] | |||||
Goodwill | $ 530,949 | $ 519,361 | |||
Business Acquisition, Pro Forma Information [Abstract] | |||||
Total revenues | $ 1,577,900 | ||||
JP Turner & Company, LLC | |||||
Business Acquisition [Line Items] | |||||
Contingent and deferred consideration | $ 7,600 | ||||
Minimum performance hurdle | 8.00% | ||||
Performance Annual Dollar Cap | $ 2,500 | ||||
Earn-out contingency based on acquiree's future revenues | 50.00% | ||||
Deferred consideration payout percentage | 50.00% | ||||
Indemnification asset | $ 1,800 | ||||
Gain on acquisition | 1,200 | ||||
Business Combination, Recognized Identifiable Assets Acquired, Goodwill, and Liabilities Assumed, Net [Abstract] | |||||
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 | ||||
Expected tax deductible amount | $ 4,000 | ||||
Business Combination, Consideration Transferred [Abstract] | |||||
Contractual purchase price | 6,400 | 12,786 | |||
Stock issued by the Company | 4,860 | ||||
Contingent consideration | 4,500 | ||||
Deferred consideration | 4,800 | 10,562 | |||
Total consideration | $ 9,100 | $ 32,708 | |||
Business Acquisition, Pro Forma Information [Abstract] | |||||
Total revenues | 29,600 | ||||
Loss before taxes | $ 2,000 | ||||
JP Turner & Company, LLC | Common Class A | |||||
Business Acquisition [Line Items] | |||||
Business acquisition, equity interest issued (in shares) | 245,813 | 239,362 | 239,362 | ||
Contingent and deferred consideration | $ 3,200 | ||||
Earn-out contingency based on acquiree's future revenues | 50.00% | ||||
Deferred consideration payout percentage | 50.00% | ||||
Equity interests value assigned | $ 2,700 | ||||
Acquisition share price (in dollars per share) | $ 11.106 |
Recent Acquisitions (Hatteras)
Recent Acquisitions (Hatteras) (Details) - Subsequent Event Type [Domain] - USD ($) $ in Thousands | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | Dec. 31, 2014 |
Business Combination, Recognized Identifiable Assets Acquired, Goodwill, and Liabilities Assumed, Net [Abstract] | ||||||
Goodwill | $ 530,949 | $ 530,949 | $ 519,361 | |||
Business Acquisition, Pro Forma Information [Abstract] | ||||||
Total revenues | $ 1,577,900 | |||||
Acquisition-related costs | 5,200 | $ 6,546 | 7,656 | 13,263 | ||
Hatteras Funds Group | ||||||
Business Acquisition [Line Items] | ||||||
Initial accounting incomplete adjustment | $ 40,000 | |||||
Estimated contingent consideration amount | 30,500 | 30,500 | ||||
Deferred consideration | 9,430 | |||||
Business Combination, Recognized Identifiable Assets Acquired, Goodwill, and Liabilities Assumed, Net [Abstract] | ||||||
Cash and cash equivalents | 805 | 805 | 805 | |||
Receivables | 7,747 | 7,747 | 7,747 | |||
Property and equipment | 192 | 192 | 192 | |||
Prepaid expenses | 326 | 326 | 326 | |||
Other assets | 120 | 120 | 120 | |||
Accounts payable | (3,721) | (3,721) | (3,721) | |||
Accrued expenses | (5,277) | (5,277) | (5,277) | |||
Total fair value excluding goodwill and intangible assets | 192 | 192 | 192 | |||
Goodwill | 15,348 | 15,348 | 15,348 | |||
Intangible assets | 48,770 | 48,770 | 48,770 | |||
Total consideration | 64,310 | $ 64,310 | 64,310 | |||
Business Combination, Consideration Transferred [Abstract] | ||||||
Contractual purchase price | 30,000 | |||||
Contingent consideration | 24,880 | |||||
Total consideration | $ 64,310 | |||||
Business Acquisition, Pro Forma Information [Abstract] | ||||||
Total revenues | 29,700 | |||||
Income (loss) before taxes | 3,100 | |||||
Acquisition-related costs | $ 600 | |||||
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 | 12,300 | 12,300 | ||||
Maximum | ||||||
Business Acquisition [Line Items] | ||||||
Estimated contingent consideration amount | $ 84,740 | $ 84,740 |
Recent Acquisitions (First Alli
Recent Acquisitions (First Allied) (Details) - USD ($) | Jun. 30, 2014 | Jan. 15, 2014 | Sep. 25, 2013 | Jun. 30, 2014 | Jun. 30, 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 | $ 7,100,000 | ||||
First Allied acquisition | Common Class A | |||||
Business Acquisition [Line Items] | |||||
Acquisition share price (in dollars per share) | $ 21.23 | $ 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 (in shares) | 11,264,929 | 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 | $ 32,000,000 |
Recent Acquisitions (ICH) (Deta
Recent Acquisitions (ICH) (Details) - USD ($) $ in Thousands | Jul. 11, 2014 | Jun. 30, 2014 | Jun. 30, 2015 | Dec. 31, 2014 |
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Liabilities [Abstract] | ||||
Goodwill | $ 530,949 | $ 519,361 | ||
Business Acquisition, Pro Forma Information [Abstract] | ||||
Total revenues | $ 1,577,900 | |||
Investors Capital Holdings | ||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Liabilities [Abstract] | ||||
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 plan investments | 2,250 | |||
Deferred tax asset | 2,613 | |||
Other assets | 1,055 | |||
Accounts payable | (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 and intangible assets | 7,881 | |||
Goodwill | 26,680 | |||
Intangible assets | 30,100 | |||
Deferred tax liability | (12,152) | |||
Total consideration | 52,509 | |||
Business Combination, Consideration Transferred [Abstract] | ||||
Contractual purchase price | 8,412 | |||
Contingent consideration | 44,097 | |||
Total consideration | $ 52,509 | |||
Business Acquisition, Pro Forma Information [Abstract] | ||||
Total revenues | 46,400 | |||
Loss before taxes | $ (1,500) | |||
Investors Capital Holdings | Common Class A | ||||
Business Acquisition [Line Items] | ||||
Shares issued (in shares) | 2,027,966 | |||
Business acquisition, equity interest issued (in shares) | 2,029,261 | |||
Shares canceled (in shares) | 1,295 |
Recent Acquisitions (Validus_St
Recent Acquisitions (Validus/Strategic Capital Partners) (Details) - USD ($) $ in Thousands | Aug. 29, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | Dec. 31, 2014 |
Business Acquisition [Line Items] | ||||||
Acquisition-related costs | $ 5,200 | $ 6,546 | $ 7,656 | $ 13,263 | ||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Assets [Abstract] | ||||||
Goodwill | 530,949 | 530,949 | $ 519,361 | |||
Business Acquisition, Pro Forma Information [Abstract] | ||||||
Total revenues | 1,577,900 | |||||
StratCap | ||||||
Business Acquisition [Line Items] | ||||||
Considered transferred, less contingent consideration | $ 77,500 | |||||
Contingent and deferred consideration | 24,400 | 24,400 | ||||
Increase in goodwill | 7,700 | |||||
Contractual purchase price | $ 67,510 | |||||
Business acquisition, equity interest issued (in shares) | 464,317 | |||||
Acquisition-related costs | 100 | |||||
Goodwill impairment loss | 30,600 | 30,571 | ||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Assets [Abstract] | ||||||
Cash and cash equivalents | $ 4,522 | |||||
Short term investments and securities owned | 2,239 | |||||
Receivables | 4,858 | |||||
Property and equipment | 96 | |||||
Other assets | 629 | |||||
Accounts payable | (706) | |||||
Accrued expenses | (201) | |||||
Other liabilities | (908) | |||||
Total fair value excluding goodwill and intangible assets | 10,529 | |||||
Goodwill | 30,571 | |||||
Intangible assets | 121,380 | |||||
Total consideration | 162,480 | |||||
Business Combination, Consideration Transferred [Abstract] | ||||||
Stock issued by the Company | 10,000 | |||||
Contingent consideration | 75,000 | |||||
Deferred consideration | 9,970 | |||||
Total consideration | $ 162,480 | |||||
Business Acquisition, Pro Forma Information [Abstract] | ||||||
Total revenues | 113,200 | |||||
Loss before taxes | $ (200) | |||||
Minimum | ||||||
Business Acquisition [Line Items] | ||||||
Contingent and deferred consideration | 12,300 | 12,300 | ||||
Minimum | StratCap | ||||||
Business Acquisition [Line Items] | ||||||
Contingent and deferred consideration | 30,110 | 30,110 | ||||
Maximum | ||||||
Business Acquisition [Line Items] | ||||||
Contingent and deferred consideration | 84,740 | 84,740 | ||||
Maximum | StratCap | ||||||
Business Acquisition [Line Items] | ||||||
Contingent and deferred consideration | 36,790 | 36,790 | ||||
Other Expense | StratCap | ||||||
Business Acquisition [Line Items] | ||||||
Prior period adjustment | $ 2,800 | $ 3,000 |
Recent Acquisitions (Trupoly) (
Recent Acquisitions (Trupoly) (Details) - Trupoly acquisition - USD ($) $ in Millions | Jul. 17, 2015 | Jun. 30, 2015 |
Business Acquisition [Line Items] | ||
Expected tax deductible amount | $ 0.7 | |
Subsequent Event | ||
Business Acquisition [Line Items] | ||
Percentage of deferred consideration | 50.00% |
Recent Acquisitions (Docupace)
Recent Acquisitions (Docupace) (Details) - Docupace - USD ($) $ in Millions | Jul. 10, 2015 | Mar. 01, 2015 | Dec. 31, 2014 | Nov. 21, 2014 | Dec. 31, 2016 | Dec. 31, 2015 | Jun. 30, 2015 | Nov. 22, 2014 |
Business Acquisition [Line Items] | ||||||||
Total consideration | $ 35.1 | |||||||
Accrued expenses | 0.3 | |||||||
Contractual purchase price | $ 18.8 | |||||||
Voting interests acquired | 51.00% | 52.043% | 53.525% | |||||
Purchase price adjustment | $ 16.3 | $ 4 | ||||||
Contractual clawback | $ 2.4 | |||||||
Fair value of assets acquired | 68.8 | |||||||
Fair value of noncontrolling interest | $ 33.7 | |||||||
Expected tax deductible amount | $ 23.6 | |||||||
Scenario, Forecast | ||||||||
Business Acquisition [Line Items] | ||||||||
Potential capital contribution year one | $ 28 | |||||||
Potential capital contribution year two | $ 20 | |||||||
Subsequent Event | ||||||||
Business Acquisition [Line Items] | ||||||||
Voting interests acquired | 52.981% | |||||||
Purchase price adjustment | $ 1.5 |
Recent Acquisitions (VSR) (Deta
Recent Acquisitions (VSR) (Details) - VSR Acquisition - USD ($) $ / shares in Units, $ in Millions | Mar. 11, 2015 | Jun. 30, 2015 |
Business Acquisition [Line Items] | ||
Total consideration | $ 68.1 | |
Contractual purchase price | 26.8 | |
Contingent and deferred consideration | 9.4 | |
Deferred consideration year two | $ 5.1 | |
Deferred consideration payout percentage | 50.00% | |
Indemnification asset | $ 1.7 | |
Common Class A | ||
Business Acquisition [Line Items] | ||
Business acquisition, equity interest issued (in shares) | 2,436,429 | 2,436,429 |
Equity interests value assigned | $ 26.8 | |
Acquisition share price (in dollars per share) | $ 10.989 | |
Deferred consideration payout percentage | 50.00% |
Recent Acquisitions (Girard) (D
Recent Acquisitions (Girard) (Details) - Girard Acquisition - USD ($) $ / shares in Units, $ in Thousands | Jul. 24, 2015 | Mar. 18, 2015 | Jun. 30, 2015 |
Business Acquisition [Line Items] | |||
Total consideration | $ 27,800 | ||
Equity interests value assigned | 1,600 | ||
Contractual purchase price | 14,500 | ||
Contingent and deferred consideration | $ 5,400 | ||
Deferred consideration payout percentage | 60.00% | ||
Common Class A | |||
Business Acquisition [Line Items] | |||
Business acquisition, equity interest issued (in shares) | 549,529 | 549,529 | |
Equity interests value assigned | $ 6,300 | ||
Acquisition share price (in dollars per share) | $ 11.549 | ||
Deferred consideration payout percentage | 40.00% | ||
Subsequent Event | |||
Business Acquisition [Line Items] | |||
Contractual purchase price | $ 200 | ||
Purchase price adjustment | $ 300 | ||
Subsequent Event | Common Class A | |||
Business Acquisition [Line Items] | |||
Business acquisition, equity interest issued (in shares) | 6,563 | ||
Equity interests value assigned | $ 80 |
Recent Acquisitions (Consolidat
Recent Acquisitions (Consolidated Pro Forma Results) (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | |
Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | |
Business Combinations [Abstract] | |||
Total revenues | $ 1,577.9 | ||
Loss before taxes | 34.9 | ||
Provision for income taxes (40%) | 14 | ||
Net loss | 20.9 | ||
Less: income attributable to non-controlling interest | 9.1 | ||
Less: preferred dividends and deemed dividend | 204.3 | ||
Net loss attributable to Class A common stockholders | (192.5) | ||
Pro forma statutory tax rate | 40.00% | ||
Deemed dividend | $ 194.8 | 194.8 | |
Proforma acquisition related costs | $ 32 |
Fair Value Disclosures (Narrati
Fair Value Disclosures (Narrative) (Details) - USD ($) $ / shares in Units, $ in Thousands | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2015 | Jun. 30, 2014 | Dec. 31, 2014 | Jun. 10, 2014 | |
Level 3 | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Unrealized gain | $ 105,700 | $ 58,300 | ||
Fair Value, Measurements, Recurring | Level 3 | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Purchases | 0 | $ 12,868 | ||
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 | |||
Prepaid expenses and other assets - REIT and other illiquid investments | Fair Value, Measurements, Recurring | Level 3 | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Purchases | $ 4,522 | |||
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) | $ 0.001 | $ 0.001 | $ 20.25 | |
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) | $ 0.001 | $ 0.001 | ||
IPO | Common Class A | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Common stock, par value (in dollars per share) | 0.001 | |||
IPO | Common Class B | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Common stock, par value (in dollars per share) | $ 0.001 |
Fair Value Disclosures (Fair Va
Fair Value Disclosures (Fair Value Hierarchy) (Details) - USD ($) $ in Thousands | Jun. 30, 2015 | Dec. 31, 2014 | Jun. 30, 2014 | Dec. 31, 2013 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Available-for-sale securities | $ 2,701 | $ 11,473 | ||
Trading securities | 10,777 | 10,242 | ||
Derivative contracts | 39,647 | 81,032 | ||
Fair Value, Measurements, Recurring | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Available-for-sale securities | 2,701 | 11,473 | ||
Trading securities | 10,777 | 10,242 | ||
Deferred compensation plan investments: | 86,654 | 83,456 | ||
Total | 170,007 | 188,295 | ||
Other liabilities: | 60,635 | |||
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 | 2,701 | 11,473 | ||
Trading securities | 9,797 | 9,762 | ||
Deferred compensation plan investments: | 83,568 | 80,754 | ||
Total | 160,133 | 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 | 510 | 10 | ||
Deferred compensation plan investments: | 3,086 | 2,702 | ||
Total | 4,961 | 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 | 470 | 470 | ||
Deferred compensation plan investments: | 0 | 0 | ||
Total | 4,913 | 621 | ||
Other liabilities: | 60,635 | 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 | 64,067 | 82,973 | ||
Deferred compensation plan investments: | 4,470 | 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 | 64,067 | 82,973 | ||
Deferred compensation plan investments: | 4,470 | 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: | 332 | 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: | 130 | 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: | 202 | 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 | 2,701 | 11,473 | ||
Trading securities | 9,592 | 9,457 | ||
Deferred compensation plan investments: | 3,086 | 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 | 2,701 | 11,473 | ||
Trading securities | 9,592 | 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 | 0 | 0 | ||
Deferred compensation plan investments: | 3,086 | 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 | 2,701 | 11,473 | $ 445 | $ 8,528 |
Equity securities | Fair Value, Measurements, Recurring | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Trading securities | 163 | 262 | ||
Other liabilities: | 43 | 161 | ||
Equity securities | Fair Value, Measurements, Recurring | Level 1 | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Trading securities | 163 | 262 | ||
Other liabilities: | 43 | 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 | 429 | |||
Total | 107,683 | |||
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 | 331 | |||
Certificate of deposits | Fair Value, Measurements, Recurring | Level 2 | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Trading securities | 429 | |||
Total | 202 | |||
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 | 107,150 | |||
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 | 1 | |||
Other liabilities: | 0 | 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 | 1 | |||
Other liabilities: | 0 | |||
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 | 0 | |||
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 | 72 | |||
Corporate bonds | Fair Value, Measurements, Recurring | Level 1 | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Trading securities | 0 | |||
Corporate bonds | Fair Value, Measurements, Recurring | Level 2 | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Trading securities | 72 | |||
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 | 509 | 511 | ||
Other | Fair Value, Measurements, Recurring | Level 1 | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Trading securities | 39 | 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 | 470 | 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: | 19,126 | 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: | 19,126 | 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: | 49,035 | 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: | 49,035 | 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: | 10,937 | 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: | 10,937 | 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 | 5,808 | 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 | 1,365 | 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 | 4,443 | 151 | ||
Derivative contracts | Fair Value, Measurements, Recurring | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Derivative contracts | 46,515 | 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 | 46,515 | 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: | 158 | 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: | 158 | 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 | $ 6,900 | $ 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 ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2015 | Jun. 30, 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) | (106,180) | (58,289) |
Purchases | 0 | 12,868 |
Issuances and accretions | 13,081 | 191,994 |
Sales | 0 | |
Settlements | (9,937) | (13,173) |
Ending balance | 107,150 | 135,580 |
Trading securities- other | ||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Beginning balance | 470 | 0 |
Net realized and unrealized gains and (losses) | 0 | 0 |
Purchases | 0 | 120 |
Issuances and accretions | 0 | 0 |
Sales | 0 | |
Settlements | 0 | 0 |
Ending balance | 470 | 120 |
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) | (12) | |
Purchases | 0 | |
Issuances and accretions | 0 | |
Sales | (10) | |
Settlements | 0 | |
Ending balance | 129 | |
Trading securities- other | ||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Beginning balance | 621 | 0 |
Net realized and unrealized gains and (losses) | (77) | 0 |
Purchases | 4,522 | 120 |
Issuances and accretions | 0 | 0 |
Sales | (153) | |
Settlements | 0 | 0 |
Ending balance | 4,913 | 120 |
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) | (65) | |
Purchases | 4,522 | |
Issuances and accretions | 0 | |
Sales | (143) | |
Settlements | 0 | |
Ending balance | 4,314 | |
Derivative contracts | ||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Beginning balance | 102,908 | 0 |
Net realized and unrealized gains and (losses) | (56,393) | (58,452) |
Purchases | 0 | 0 |
Issuances and accretions | 0 | 162,614 |
Sales | 0 | |
Settlements | 0 | 0 |
Ending balance | 46,515 | 104,162 |
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) | (49,787) | 163 |
Purchases | 0 | 12,868 |
Issuances and accretions | 13,081 | 29,380 |
Sales | 0 | |
Settlements | (9,937) | (13,173) |
Ending balance | $ 60,635 | $ 31,418 |
Fair Value Disclosures (Level 3
Fair Value Disclosures (Level 3 Valuation) (Details) - Fair Value by Liability Class [Domain] - USD ($) | Apr. 29, 2014 | Jun. 30, 2015 | Dec. 31, 2014 |
Fair Value Inputs, Assets, Quantitative Information [Line Items] | |||
Derivative contracts | $ 39,647,000 | $ 81,032,000 | |
Debt term | 2 years | ||
Derivative contracts | Fair Value, Measurements, Recurring | |||
Fair Value Inputs, Assets, Quantitative Information [Line Items] | |||
Derivative contracts | 46,515,000 | 102,908,000 | |
Derivative contracts | Fair Value, Measurements, Recurring | Level 3 | |||
Fair Value Inputs, Assets, Quantitative Information [Line Items] | |||
Derivative contracts | 46,515,000 | 102,908,000 | |
Derivative contracts | Fair Value, Measurements, Recurring | Monte Carlo | Level 3 | |||
Fair Value Inputs, Assets, Quantitative Information [Line Items] | |||
Derivative contracts | $ 46,515,000 | $ 102,908,000 | |
Volatility | 30.00% | 30.00% | |
Risk free rate of interest | 2.10% | 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 | 1.95% | 1.95% | |
Discount rate | 19.00% | 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 | 2.10% | 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 | 2.75% | ||
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 | $ 30,460,000 | $ 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 | $ 24,400,000 | $ 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 | 394,000 | $ 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 | $ 5,381,000 | ||
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 | $ 113,000 | $ 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 | $ 129,000 | $ 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 | $ 4,314,000 | ||
Low Case | StratCap | Fair Value, Measurements, Recurring | Discounted cash flow | Level 3 | |||
Fair Value Inputs, Assets, Quantitative Information [Line Items] | |||
Present value factor | 0.80% | 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 | 0.90% | 0.787% | |
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 6 months | 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 | 21.10% | 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 6 months | 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 | 21.10% | 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 | Jun. 30, 2015USD ($) |
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 | $ 113,000 |
Unfunded Commitments | 7,000 |
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 | 357,000 |
Unfunded Commitments | $ 0 |
Fair Value Disclosures (Debt in
Fair Value Disclosures (Debt instruments) (Details) - USD ($) $ in Thousands | Jun. 30, 2015 | Dec. 31, 2014 |
Carrying Value | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Debt, fair value | $ 1,064,020 | $ 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 | 25,646 | 15,300 |
Fair Value | Level 3 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Debt, fair value | 937,404 | 1,006,605 |
Convertible Debt | Carrying Value | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Debt, fair value | 63,991 | 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 | 60,220 | 78,005 |
First lien term facility | Carrying Value | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Debt, fair value | 534,756 | 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 | 529,408 | 530,491 |
Second lien term facility | Carrying Value | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Debt, fair value | 148,024 | 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 | 146,544 | 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 | |
Capital lease obligations | Fair Value | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Capital lease obligations, fair value | 10,346 | |
Capital lease obligations | Fair Value | Level 1 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Capital lease obligations, fair value | 0 | |
Capital lease obligations | Fair Value | Level 2 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Capital lease obligations, fair value | 10,346 | |
Capital lease obligations | Fair Value | Level 3 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Capital lease obligations, fair value | 0 | |
Series B Preferred Stock | Carrying Value | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Debt, fair value | 152,458 | 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 | 93,066 | 117,367 |
Series C Preferred Stock | Carrying Value | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Debt, fair value | 114,145 | 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 | $ 83,166 | $ 136,242 |
Available-for-Sale Securities65
Available-for-Sale Securities (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | |
Available-for-Sale Securities [Roll Forward] | ||||
Beginning balance | $ 11,473,000 | |||
Ending balance | $ 2,701,000 | 2,701,000 | ||
Equity securities | ||||
Available-for-Sale Securities [Roll Forward] | ||||
Beginning balance | 11,473,000 | $ 8,528,000 | ||
Purchases | 26,000 | 215,000 | ||
Sales | (8,780,000) | (9,013,000) | ||
Realized Gains/ (Losses) | 0 | $ 300,000 | (369,000) | 171,000 |
Unrealized Gains/ (Losses) | 351,000 | 544,000 | 351,000 | 544,000 |
Ending balance | 2,701,000 | 445,000 | 2,701,000 | 445,000 |
Cost | 2,561,000 | 410,000 | $ 2,561,000 | $ 410,000 |
Unrealized gain (loss) | $ (100,000) | $ (200,000) |
Accounts and Notes Receivable66
Accounts and Notes Receivable (Accounts Receivable) (Details) - USD ($) $ in Thousands | Jun. 30, 2015 | Dec. 31, 2014 |
Receivables [Abstract] | ||
Fees and commissions receivable | $ 95,101 | $ 86,193 |
Reimbursable expenses receivable | 19,549 | 20,922 |
Receivable from customers | 14,315 | 17,224 |
Investment banking fees receivable | 1,749 | 12,430 |
Receivables from brokers, dealers, clearing organizations and other | 41,218 | 33,865 |
Due from RCAP Holdings and other related parties | 3,391 | 2,255 |
Total | $ 175,323 | $ 172,889 |
Accounts and Notes Receivable67
Accounts and Notes Receivable (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | Dec. 31, 2014 | |
Financing Receivable [Roll Forward] | |||||
Beginning balance | $ 68,989 | ||||
Ending balance | $ 75,039 | 75,039 | $ 68,989 | ||
Financing Receivable, Allowance for Credit Losses [Roll Forward] | |||||
Beginning balance | 914 | ||||
Ending balance | 1,086 | 1,086 | 914 | ||
Financial Advisors | |||||
Financing Receivable, Allowance for Credit Losses [Roll Forward] | |||||
Beginning balance | 914 | $ 424 | 424 | ||
Provision for bad debt | 461 | 1,062 | |||
Charge off - net of recoveries | (289) | (572) | |||
Total change | 172 | 490 | |||
Ending balance | 1,086 | 1,086 | 914 | ||
Forgivable loans | Financial Advisors | |||||
Financing Receivable, Allowance for Credit Losses [Roll Forward] | |||||
Beginning balance | 511 | 368 | 368 | ||
Provision for bad debt | (379) | 327 | |||
Charge off - net of recoveries | (51) | (184) | |||
Total change | (430) | 143 | |||
Ending balance | 81 | 81 | 511 | ||
Payback loans | Financial Advisors | |||||
Financing Receivable, Allowance for Credit Losses [Roll Forward] | |||||
Beginning balance | 403 | 56 | 56 | ||
Provision for bad debt | 840 | 735 | |||
Charge off - net of recoveries | (238) | (388) | |||
Total change | 602 | 347 | |||
Ending balance | 1,005 | 1,005 | 403 | ||
Notes Receivable | |||||
Financing Receivable [Roll Forward] | |||||
Beginning balance | 68,989 | 13,270 | 13,270 | ||
Originated loans | 14,537 | 68,947 | |||
Collections | (6,099) | (10,477) | |||
Forgiveness/amortization | (4,124) | (8,031) | |||
Accretion | 1,908 | 5,770 | |||
Allowance | (172) | (490) | |||
Ending balance | 75,039 | 75,039 | 68,989 | ||
Notes Receivable | Financial Advisors | |||||
Financing Receivable, Allowance for Credit Losses [Roll Forward] | |||||
Total change | 192 | $ 315 | 172 | 315 | |
Notes Receivable | Forgivable loans | |||||
Financing Receivable [Roll Forward] | |||||
Beginning balance | 23,075 | 11,104 | 11,104 | ||
Originated loans | 2,400 | 16,747 | |||
Collections | (917) | (1,672) | |||
Forgiveness/amortization | (4,124) | (8,329) | |||
Accretion | 1,791 | 5,368 | |||
Allowance | 430 | (143) | |||
Ending balance | 22,655 | 22,655 | 23,075 | ||
Notes Receivable | Payback loans | |||||
Financing Receivable [Roll Forward] | |||||
Beginning balance | 45,914 | $ 2,166 | 2,166 | ||
Originated loans | 12,137 | 52,200 | |||
Collections | (5,182) | (8,805) | |||
Forgiveness/amortization | 0 | 298 | |||
Accretion | 117 | 402 | |||
Allowance | (602) | (347) | |||
Ending balance | $ 52,384 | $ 52,384 | $ 45,914 |
Goodwill and Intangible Asset68
Goodwill and Intangible Assets (Narrative) (Details) - Jun. 30, 2015 - USD ($) $ in Thousands | Total | Total |
Finite-Lived Intangible Assets [Line Items] | ||
Impairments of intangible assets | $ 112,651 | |
Sponsor relationships | ||
Finite-Lived Intangible Assets [Line Items] | ||
Impairments of intangible assets | 100,000 | |
StratCap | ||
Finite-Lived Intangible Assets [Line Items] | ||
Goodwill impairment loss | $ 30,600 | 30,571 |
StratCap | Sponsor relationships | ||
Finite-Lived Intangible Assets [Line Items] | ||
Impairments of intangible assets | 100,000 | 100,000 |
JP Turner & Company, LLC | ||
Finite-Lived Intangible Assets [Line Items] | ||
Goodwill impairment loss | 13,600 | 13,579 |
Impairments of intangible assets | $ 12,600 | $ 12,600 |
Goodwill and Intangible Asset69
Goodwill and Intangible Assets (Goodwill by Segment) (Details) - USD ($) $ in Thousands | Jun. 30, 2015 | Dec. 31, 2014 |
Goodwill [Line Items] | ||
Goodwill | $ 530,949 | $ 519,361 |
Independent Retail Advice | ||
Goodwill [Line Items] | ||
Goodwill | 468,771 | 434,398 |
Wholesale distribution | ||
Goodwill [Line Items] | ||
Goodwill | 0 | 22,871 |
Investment Management | ||
Goodwill [Line Items] | ||
Goodwill | 15,348 | 15,348 |
Investment Banking and Capital Markets | ||
Goodwill [Line Items] | ||
Goodwill | 46,075 | 45,989 |
Corporate and other | ||
Goodwill [Line Items] | ||
Goodwill | $ 755 | $ 755 |
Goodwill and Intangible Asset70
Goodwill and Intangible Assets (Goodwill Rollforward) (Details) - Jun. 30, 2015 - USD ($) $ in Thousands | Total | Total |
Goodwill [Roll Forward] | ||
Beginning balance | $ 519,361 | |
Ending balance | $ 530,949 | 530,949 |
Docupace Adjustment | ||
Goodwill [Roll Forward] | ||
Goodwill, acquired during period | 86 | |
VSR Acquisition | ||
Goodwill [Roll Forward] | ||
Goodwill, acquired during period | 30,282 | |
Girard Acquisition | ||
Goodwill [Roll Forward] | ||
Goodwill, acquired during period | 15,767 | |
Cetera Acquisition | ||
Goodwill [Roll Forward] | ||
Goodwill, acquired during period | 1,903 | |
StratCap Acquisition | ||
Goodwill [Roll Forward] | ||
Goodwill, adjustment | 7,700 | |
Goodwill, impairment | (30,600) | (30,571) |
JP Turner Acquisition | ||
Goodwill [Roll Forward] | ||
Goodwill, impairment | $ (13,600) | $ (13,579) |
Goodwill and Intangible Asset71
Goodwill and Intangible Assets (Finite-lived Intangible Assets) (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended |
Jun. 30, 2015 | Jun. 30, 2015 | Dec. 31, 2014 | |
Finite-lived Intangible Assets [Roll Forward] | |||
Beginning Gross Carrying Value | $ 1,357,834 | $ 1,311,631 | |
Impairments | 112,651 | ||
Gross Carrying Value, June 30, 2015 | 1,245,183 | 1,245,183 | $ 1,311,631 |
Accumulated Amortization | 122,214 | 122,214 | 68,106 |
Finite-lived intangible assets, net | 1,122,969 | $ 1,122,969 | $ 1,243,525 |
Financial advisor relationships | |||
Finite-Lived Intangible Assets [Line Items] | |||
Weighted-Average Life Remaining (in years) | 13 years | 13 years | |
Finite-lived Intangible Assets [Roll Forward] | |||
Beginning Gross Carrying Value | 1,062,065 | $ 1,019,353 | |
Impairments | 12,530 | ||
Gross Carrying Value, June 30, 2015 | 1,049,535 | 1,049,535 | $ 1,019,353 |
Accumulated Amortization | 90,331 | 90,331 | 52,070 |
Finite-lived intangible assets, net | 959,204 | $ 959,204 | $ 967,283 |
Sponsor relationships | |||
Finite-Lived Intangible Assets [Line Items] | |||
Weighted-Average Life Remaining (in years) | 8 years | 9 years | |
Finite-lived Intangible Assets [Roll Forward] | |||
Beginning Gross Carrying Value | 113,000 | $ 113,000 | |
Impairments | 100,000 | ||
Gross Carrying Value, June 30, 2015 | 13,000 | 13,000 | $ 113,000 |
Accumulated Amortization | 10,464 | 10,464 | 4,186 |
Finite-lived intangible assets, net | 2,536 | $ 2,536 | $ 108,814 |
Trade names | |||
Finite-Lived Intangible Assets [Line Items] | |||
Weighted-Average Life Remaining (in years) | 27 years | 29 years | |
Finite-lived Intangible Assets [Roll Forward] | |||
Beginning Gross Carrying Value | 67,857 | $ 65,192 | |
Impairments | 46 | ||
Gross Carrying Value, June 30, 2015 | 67,811 | 67,811 | $ 65,192 |
Accumulated Amortization | 3,081 | 3,081 | 1,638 |
Finite-lived intangible assets, net | 64,730 | $ 64,730 | $ 63,554 |
Investment management agreements | |||
Finite-Lived Intangible Assets [Line Items] | |||
Weighted-Average Life Remaining (in years) | 12 years | 12 years | |
Finite-lived Intangible Assets [Roll Forward] | |||
Beginning Gross Carrying Value | 47,390 | $ 47,390 | |
Impairments | 0 | ||
Gross Carrying Value, June 30, 2015 | 47,390 | 47,390 | $ 47,390 |
Accumulated Amortization | 3,933 | 3,933 | 1,966 |
Finite-lived intangible assets, net | 43,457 | $ 43,457 | $ 45,424 |
Customer relationships | |||
Finite-Lived Intangible Assets [Line Items] | |||
Weighted-Average Life Remaining (in years) | 11 years | 11 years | |
Finite-lived Intangible Assets [Roll Forward] | |||
Beginning Gross Carrying Value | 20,686 | $ 20,686 | |
Impairments | 0 | ||
Gross Carrying Value, June 30, 2015 | 20,686 | 20,686 | $ 20,686 |
Accumulated Amortization | 2,427 | 2,427 | 1,473 |
Finite-lived intangible assets, net | 18,259 | $ 18,259 | $ 19,213 |
Intellectual property and internally developed software | |||
Finite-Lived Intangible Assets [Line Items] | |||
Weighted-Average Life Remaining (in years) | 6 years | 7 years | |
Finite-lived Intangible Assets [Roll Forward] | |||
Beginning Gross Carrying Value | 22,541 | $ 22,510 | |
Impairments | 0 | ||
Gross Carrying Value, June 30, 2015 | 22,541 | 22,541 | $ 22,510 |
Accumulated Amortization | 2,543 | 2,543 | 779 |
Finite-lived intangible assets, net | 19,998 | $ 19,998 | $ 21,731 |
Intellectual property | |||
Finite-Lived Intangible Assets [Line Items] | |||
Weighted-Average Life Remaining (in years) | 8 years | 9 years | |
Finite-lived Intangible Assets [Roll Forward] | |||
Beginning Gross Carrying Value | 10,642 | $ 10,642 | |
Impairments | 0 | ||
Gross Carrying Value, June 30, 2015 | 10,642 | 10,642 | $ 10,642 |
Accumulated Amortization | 1,437 | 1,437 | 849 |
Finite-lived intangible assets, net | 9,205 | $ 9,205 | $ 9,793 |
Non-competition agreements | |||
Finite-Lived Intangible Assets [Line Items] | |||
Weighted-Average Life Remaining (in years) | 3 years | 2 years | |
Finite-lived Intangible Assets [Roll Forward] | |||
Beginning Gross Carrying Value | 10,443 | $ 9,648 | |
Impairments | 75 | ||
Gross Carrying Value, June 30, 2015 | 10,368 | 10,368 | $ 9,648 |
Accumulated Amortization | 7,928 | 7,928 | 5,136 |
Finite-lived intangible assets, net | 2,440 | $ 2,440 | $ 4,512 |
Distribution networks | |||
Finite-Lived Intangible Assets [Line Items] | |||
Weighted-Average Life Remaining (in years) | 39 years | 40 years | |
Finite-lived Intangible Assets [Roll Forward] | |||
Beginning Gross Carrying Value | 3,210 | $ 3,210 | |
Impairments | 0 | ||
Gross Carrying Value, June 30, 2015 | 3,210 | 3,210 | $ 3,210 |
Accumulated Amortization | 70 | 70 | 9 |
Finite-lived intangible assets, net | $ 3,140 | $ 3,140 | $ 3,201 |
Goodwill and Intangible Asset72
Goodwill and Intangible Assets (Intangible Assets by Segment) (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |
Jun. 30, 2015 | Jun. 30, 2015 | Dec. 31, 2014 | |
Finite-lived Intangible Assets [Roll Forward] | |||
Beginning Gross Carrying Value | $ 1,357,834 | $ 1,311,631 | |
Impairments | 112,651 | ||
Gross Carrying Value, June 30, 2015 | 1,245,183 | 1,245,183 | |
Accumulated Amortization | 122,214 | 122,214 | $ 68,106 |
Finite-lived intangible assets, net | 1,122,969 | 1,122,969 | 1,243,525 |
Operating Segments | |||
Finite-lived Intangible Assets [Roll Forward] | |||
Beginning Gross Carrying Value | 1,357,834 | 1,311,631 | |
Impairments | 112,651 | ||
Gross Carrying Value, June 30, 2015 | 1,245,183 | 1,245,183 | |
Accumulated Amortization | 122,214 | 122,214 | 68,106 |
Finite-lived intangible assets, net | 1,122,969 | 1,122,969 | 1,243,525 |
Operating Segments | Independent retail advice | |||
Finite-lived Intangible Assets [Roll Forward] | |||
Beginning Gross Carrying Value | 1,151,151 | 1,104,979 | |
Impairments | 12,651 | ||
Gross Carrying Value, June 30, 2015 | 1,138,500 | 1,138,500 | |
Accumulated Amortization | 102,982 | 102,982 | 60,113 |
Finite-lived intangible assets, net | 1,035,518 | 1,035,518 | 1,044,866 |
Operating Segments | Wholesale distribution | |||
Finite-lived Intangible Assets [Roll Forward] | |||
Beginning Gross Carrying Value | 121,380 | 121,380 | |
Impairments | 100,000 | ||
Gross Carrying Value, June 30, 2015 | 21,380 | 21,380 | |
Accumulated Amortization | 11,595 | 11,595 | 4,617 |
Finite-lived intangible assets, net | 9,785 | 9,785 | 116,763 |
Operating Segments | Investment Management | |||
Finite-lived Intangible Assets [Roll Forward] | |||
Beginning Gross Carrying Value | 48,770 | 48,770 | |
Impairments | 0 | ||
Gross Carrying Value, June 30, 2015 | 48,770 | 48,770 | |
Accumulated Amortization | 4,018 | 4,018 | 2,009 |
Finite-lived intangible assets, net | 44,752 | 44,752 | 46,761 |
Operating Segments | Investment Banking and Capital Markets | |||
Finite-lived Intangible Assets [Roll Forward] | |||
Beginning Gross Carrying Value | 23,761 | 23,730 | |
Impairments | 0 | ||
Gross Carrying Value, June 30, 2015 | 23,761 | 23,761 | |
Accumulated Amortization | 1,745 | 1,745 | 313 |
Finite-lived intangible assets, net | 22,016 | 22,016 | 23,417 |
Operating Segments | Investment research | |||
Finite-lived Intangible Assets [Roll Forward] | |||
Beginning Gross Carrying Value | 10,642 | 10,642 | |
Impairments | 0 | ||
Gross Carrying Value, June 30, 2015 | 10,642 | 10,642 | |
Accumulated Amortization | 1,437 | 1,437 | 849 |
Finite-lived intangible assets, net | 9,205 | 9,205 | 9,793 |
Operating Segments | Corporate and other | |||
Finite-lived Intangible Assets [Roll Forward] | |||
Beginning Gross Carrying Value | 2,130 | 2,130 | |
Impairments | 0 | ||
Gross Carrying Value, June 30, 2015 | 2,130 | 2,130 | |
Accumulated Amortization | 437 | 437 | 205 |
Finite-lived intangible assets, net | $ 1,693 | $ 1,693 | $ 1,925 |
Goodwill and Intangible Asset73
Goodwill and Intangible Assets (Summary of Amortization Expense) (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||||
Amortization expense | $ 26,905 | $ 13,765 | $ 54,108 | $ 15,532 |
Goodwill and Intangible Asset74
Goodwill and Intangible Assets (Future Amortization) (Details) - USD ($) $ in Thousands | Jun. 30, 2015 | Dec. 31, 2014 |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
2,016 | $ 92,320 | |
2,017 | 90,473 | |
2,018 | 90,317 | |
2,019 | 89,901 | |
2,020 | 88,281 | |
Thereafter | 671,677 | |
Finite-lived intangible assets, net | $ 1,122,969 | $ 1,243,525 |
Long-Term Debt (Long-term Borro
Long-Term Debt (Long-term Borrowings and Contractual Interest Rates) (Details) - USD ($) $ in Thousands | Jun. 30, 2015 | Dec. 31, 2014 |
Debt Instrument [Line Items] | ||
Long-term debt | $ 804,285 | $ 804,411 |
Total borrowings | 804,285 | 804,411 |
Less: Current portion of borrowings | 62,405 | 43,891 |
Total long-term debt, net of current portion | 741,880 | 760,520 |
Fair value of embedded derivative | 6,868 | |
Convertible Preferred Stock | Call Option | Convertible Notes Payable | ||
Debt Instrument [Line Items] | ||
Fair value of embedded derivative | 6,900 | 21,900 |
Credit facility | Senior Secured First Lien Term Loan | ||
Debt Instrument [Line Items] | ||
Long-term debt | $ 534,756 | $ 555,700 |
Interest rate | 7.50% | 6.50% |
Credit facility | Senior Secured Second Lien Term Loan | ||
Debt Instrument [Line Items] | ||
Long-term debt | $ 148,024 | $ 147,903 |
Interest rate | 11.50% | 10.50% |
Credit facility | First lien revolving facility | ||
Debt Instrument [Line Items] | ||
Long-term debt | $ 23,000 | $ 0 |
Interest rate | 7.50% | 0.00% |
Convertible Debt | ||
Debt Instrument [Line Items] | ||
Long-term debt | $ 70,859 | $ 83,508 |
Interest rate | 5.00% | 5.00% |
Promissory note | Promissory note (legal settlement) | ||
Debt Instrument [Line Items] | ||
Long-term debt | $ 15,300 | $ 15,300 |
Interest rate | 8.00% | 8.00% |
Capital lease obligations | ||
Debt Instrument [Line Items] | ||
Interest rate | 5.94% | 0.00% |
Capital lease obligations | $ 10,346 | $ 0 |
Subordinated Debt | ||
Debt Instrument [Line Items] | ||
Long-term debt | $ 2,000 | $ 2,000 |
Interest rate | 8.25% | 8.25% |
Long-Term Debt (Narrative) (Det
Long-Term Debt (Narrative) (Details) | Jun. 30, 2015USD ($) | Dec. 04, 2014USD ($) | Apr. 29, 2014USD ($)$ / shares | Jun. 30, 2015USD ($) | Jan. 09, 2015USD ($) | Dec. 31, 2014 | Jul. 21, 2014USD ($) | Jul. 11, 2014USD ($) |
Line of Credit Facility [Line Items] | ||||||||
Variable rate | 1.25 to 1.00 | |||||||
Convertible notes payable | $ 1,000 | |||||||
Debt term | 2 years | |||||||
Payment in year two | $ 97,820,000 | $ 97,820,000 | ||||||
Payment in year three | 88,591,000 | 88,591,000 | ||||||
Common Class A | ||||||||
Line of Credit Facility [Line Items] | ||||||||
Conversion price (in dollars per share) | $ / shares | $ 21.18 | |||||||
Senior Secured First Lien Term Loan | ||||||||
Line of Credit Facility [Line Items] | ||||||||
Long-term line of credit | 23,000,000 | $ 23,000,000 | ||||||
First lien leverage ratio | 1.25 | |||||||
Senior Secured First Lien Revolving Credit Facility | ||||||||
Line of Credit Facility [Line Items] | ||||||||
Secured debt, commitment | $ 25,000,000 | |||||||
Repayments of senior debt | $ 21,600,000 | |||||||
Letter of Credit | ||||||||
Line of Credit Facility [Line Items] | ||||||||
Long-term line of credit | $ 100,000 | |||||||
Senior Secured First Lien Term Loan | Maximum | ||||||||
Line of Credit Facility [Line Items] | ||||||||
Interest rate | 6.50% | |||||||
Senior Secured First Lien Term Loan | London Interbank Offered Rate (LIBOR) | ||||||||
Line of Credit Facility [Line Items] | ||||||||
Interest rate, contractual minimum | 1.00% | |||||||
Senior Secured First Lien Term Loan | London Interbank Offered Rate (LIBOR) | Minimum | ||||||||
Line of Credit Facility [Line Items] | ||||||||
Interest rate | 6.25% | |||||||
Amendments to First and Second Lien Credit Agreement | ||||||||
Line of Credit Facility [Line Items] | ||||||||
Increase in interest rate | 1.00% | |||||||
Payment of customary consent and arrangement fees to lenders | $ 12,300,000 | |||||||
Letter of Credit | Backstop Letter of Credit | ||||||||
Line of Credit Facility [Line Items] | ||||||||
Long-term line of credit | $ 1,100,000 | |||||||
Convertible Debt | ||||||||
Line of Credit Facility [Line Items] | ||||||||
Interest rate | 5.00% | 5.00% | 5.00% | |||||
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 | $ 7,700,000 | ||||||
Payment in year two | 3,800,000 | 3,800,000 | ||||||
Payment in year three | $ 3,800,000 | $ 3,800,000 | ||||||
Subordinated Debt | ||||||||
Line of Credit Facility [Line Items] | ||||||||
Interest rate | 8.25% | 8.25% | 8.25% | |||||
Cetera Financial Group | Convertible Debt | ||||||||
Line of Credit Facility [Line Items] | ||||||||
Convertible notes, face value | 120,000,000 | |||||||
Cetera Financial Group | Barclays Bank PLC and Bank of America | Secured Debt | Senior Secured First Lien Term Loan | ||||||||
Line of Credit Facility [Line Items] | ||||||||
Convertible notes, face value | 575,000,000 | |||||||
Cetera Financial Group | Barclays Bank PLC and Bank of America | Secured Debt | Senior Secured Second Lien Term Loan | ||||||||
Line of Credit Facility [Line Items] | ||||||||
Convertible notes, face value | $ 150,000,000 | |||||||
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 | $ 2,000,000 |
Long-Term Debt (Maturities of L
Long-Term Debt (Maturities of Long-term Debt) (Details) $ in Thousands | Jun. 30, 2015USD ($) |
Debt Disclosure [Abstract] | |
2,017 | $ 97,820 |
2,018 | 88,591 |
2,019 | 332,475 |
2,020 | 1,585 |
Thereafter | 270,000 |
Long-term portion of the original issue discount | (55,459) |
Fair value of embedded derivative | 6,868 |
Total long-term debt, net of current portion | $ 741,880 |
Long-Term Debt (Contractual Mat
Long-Term Debt (Contractual Maturities) (Details) - USD ($) $ in Thousands | Jun. 30, 2015 | Dec. 31, 2014 |
Debt Instrument [Line Items] | ||
Short-term portion of the original issue discount | $ (6,836) | |
Less: Current portion of borrowings | 62,405 | $ 43,891 |
September 30, 2015 | ||
Debt Instrument [Line Items] | ||
Less: Current portion of borrowings | 14,678 | |
December 31, 2015 | ||
Debt Instrument [Line Items] | ||
Less: Current portion of borrowings | 14,968 | |
March 31, 2016 | ||
Debt Instrument [Line Items] | ||
Less: Current portion of borrowings | 24,627 | |
June 30, 2016 | ||
Debt Instrument [Line Items] | ||
Less: Current portion of borrowings | $ 14,968 |
Derivative Contracts (Summary o
Derivative Contracts (Summary of Fair Values of Derivative Contracts) (Details) - USD ($) $ in Thousands | Jun. 30, 2015 | Dec. 31, 2014 |
Derivatives, Fair Value [Line Items] | ||
Derivative asset, fair value | $ 39,647 | $ 81,032 |
Embedded Derivative Financial Instruments | Convertible Notes Payable | ||
Derivatives, Fair Value [Line Items] | ||
Derivative liability, fair value | 6,868 | 21,876 |
Embedded Derivative Financial Instruments | Series B Preferred Stock | ||
Derivatives, Fair Value [Line Items] | ||
Derivative asset, fair value | 0 | 0 |
Embedded Derivative Financial Instruments | Series C Preferred Stock | ||
Derivatives, Fair Value [Line Items] | ||
Derivative asset, fair value | 31,264 | 69,409 |
Luxor Capital Group, LP | Put Option | ||
Derivatives, Fair Value [Line Items] | ||
Derivative asset, fair value | 8,383 | 11,623 |
Luxor Capital Group, LP | Call Option | ||
Derivatives, Fair Value [Line Items] | ||
Derivative asset, fair value | $ 0 | $ 0 |
Derivative Contracts (Summary80
Derivative Contracts (Summary of Changes in Fair Value) (Details) - Other Revenue - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | |
Derivative Instruments, Gain (Loss) [Line Items] | |||
Total change in fair value | $ 32,965 | $ 58,452 | $ 56,393 |
Embedded Derivative Financial Instruments | Convertible Notes Payable | |||
Derivative Instruments, Gain (Loss) [Line Items] | |||
Total change in fair value | 8,252 | 14,747 | 15,009 |
Embedded Derivative Financial Instruments | Series A Preferred Stock | |||
Derivative Instruments, Gain (Loss) [Line Items] | |||
Total change in fair value | 0 | 35,239 | 0 |
Embedded Derivative Financial Instruments | Series B Preferred Stock | |||
Derivative Instruments, Gain (Loss) [Line Items] | |||
Total change in fair value | 0 | 0 | 0 |
Embedded Derivative Financial Instruments | Series C Preferred Stock | |||
Derivative Instruments, Gain (Loss) [Line Items] | |||
Total change in fair value | 21,767 | 0 | 38,143 |
Luxor Capital Group, LP | Put Option | |||
Derivative Instruments, Gain (Loss) [Line Items] | |||
Total change in fair value | 2,946 | 8,466 | 3,241 |
Luxor Capital Group, LP | Call Option | |||
Derivative Instruments, Gain (Loss) [Line Items] | |||
Total change in fair value | $ 0 | $ 0 | $ 0 |
Derivative Contracts (Narrative
Derivative Contracts (Narrative) (Details) | Apr. 29, 2014 |
Derivative [Line Items] | |
Interest rate | 15.00% |
Luxor Capital Group, LP | |
Derivative [Line Items] | |
Noncontrolling interest, ownership percentage by noncontrolling owners | 19.46% |
Preferred Stock (Details)
Preferred Stock (Details) | Jul. 13, 2015USD ($) | Feb. 23, 2015shares | Dec. 19, 2014USD ($)$ / sharesshares | Jun. 10, 2014shares | Apr. 29, 2014USD ($)$ / sharesshares | Jun. 30, 2014USD ($) | Jun. 30, 2014USD ($) | Jun. 30, 2015USD ($) | Jun. 30, 2014USD ($) | Dec. 19, 2014USD ($)$ / sharesshares | Mar. 31, 2015USD ($) | Dec. 31, 2014USD ($) | Dec. 12, 2014USD ($) |
Class of Stock [Line Items] | |||||||||||||
Shares issued upon conversion (in shares) | shares | 14,657,980 | ||||||||||||
Threshold consecutive trading days | 30 days | ||||||||||||
Conversion price ratio | 2.5 | ||||||||||||
Debt term | 2 years | ||||||||||||
Deemed dividend | $ 194,800,000 | $ 194,800,000 | |||||||||||
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 (in dollars per share) | $ / shares | $ 20.26 | ||||||||||||
Conversion Price Two | |||||||||||||
Class of Stock [Line Items] | |||||||||||||
Conversion price (in dollars per share) | $ / shares | $ 50.65 | ||||||||||||
Threshold shares traded | $ 10,000,000 | $ 10,000,000 | |||||||||||
Stock trigger price (in dollars per share) | $ / shares | $ 50.66 | ||||||||||||
Convertible Preferred Stock | |||||||||||||
Class of Stock [Line Items] | |||||||||||||
Dividend rate cash | 7.00% | ||||||||||||
Dividend rate | 8.00% | 8.00% | 8.00% | ||||||||||
Preferred stock, cash dividends | $ 3,300,000 | ||||||||||||
Common Class A | |||||||||||||
Class of Stock [Line Items] | |||||||||||||
Discount on shares | 2.00% | ||||||||||||
Threshold consecutive trading days | 10 days | ||||||||||||
Conversion price (in dollars per share) | $ / shares | $ 21.18 | ||||||||||||
Issuance of common stock (in shares) | shares | 19,000,000 | ||||||||||||
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) | shares | 5,405,601 | 5,405,601 | |||||||||||
Deemed dividend | $ 194,800,000 | ||||||||||||
Conversion of shares (in shares) | shares | 11,584,427 | 3,073,553 | |||||||||||
Issuance of common stock (in shares) | 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 (in shares) | shares | 5,800,000 | ||||||||||||
Dividends payable | $ 4,200,000 | $ 4,056,000 | $ 797,000 | $ 1,700,000 | |||||||||
Liquidation preference (in dollars per share) | $ / shares | $ 25 | $ 25 | |||||||||||
Aggregate liquidation minimum amount | 35,000,000 | ||||||||||||
Series C Preferred Stock | |||||||||||||
Class of Stock [Line Items] | |||||||||||||
Dividend rate cash | 7.00% | 7.00% | |||||||||||
Conversion price (in dollars per share) | $ / shares | $ 13 | $ 13 | |||||||||||
Shares issued (in shares) | shares | 4,400,000 | ||||||||||||
Dividends payable | 2,000,000 | $ 1,954,000 | $ 385,000 | $ 1,288,000 | |||||||||
Liquidation preference (in dollars per share) | $ / shares | $ 25 | $ 25 | |||||||||||
Aggregate liquidation minimum amount | $ 35,000,000 | ||||||||||||
Subsequent Event | Series B Preferred Stock | |||||||||||||
Class of Stock [Line Items] | |||||||||||||
Increase in liquidation preference | $ 4,700,000 | ||||||||||||
Subsequent Event | Series C Preferred Stock | |||||||||||||
Class of Stock [Line Items] | |||||||||||||
Increase in liquidation preference | $ 2,300,000 |
Preferred Stock (Change in Liqu
Preferred Stock (Change in Liquidation Preference) (Details) - USD ($) $ in Thousands | 1 Months Ended | 3 Months Ended | ||
Dec. 31, 2014 | Mar. 31, 2015 | Jun. 30, 2015 | Dec. 12, 2014 | |
Series B Preferred Stock | ||||
Increase (Decrease) in Liquidation Preference of Temporary Equity [Roll Forward] | ||||
Dividend paid-in-kind increase | $ 352 | $ 553 | ||
Dividends payable | 797 | 4,056 | $ 4,200 | $ 1,700 |
Series C Preferred Stock | ||||
Increase (Decrease) in Liquidation Preference of Temporary Equity [Roll Forward] | ||||
Dividend paid-in-kind increase | 239 | 279 | ||
Dividends payable | $ 385 | $ 1,954 | $ 2,000 | $ 1,288 |
Stockholders' Equity (Details)
Stockholders' Equity (Details) | Mar. 18, 2015shares | Mar. 11, 2015shares | Mar. 04, 2015shares | Feb. 23, 2015shares | Jun. 30, 2014shares | Jun. 17, 2014$ / shares | Jun. 12, 2014shares | Jun. 11, 2014shares | Jun. 10, 2014$ / sharesshares | Mar. 20, 2014$ / shares | Jun. 30, 2015vote$ / sharesshares | Jun. 30, 2014$ / shares | Jun. 30, 2014shares | Jun. 30, 2015vote$ / sharesshares | Jun. 30, 2014$ / sharesshares | Dec. 31, 2014$ / sharesshares | Jun. 18, 2014$ / sharesshares | Feb. 11, 2014shares |
Class of Stock [Line Items] | ||||||||||||||||||
Cash dividend declared per common share (in dollars per share) | $ / shares | $ 0 | $ 0.18 | $ 0 | $ 0.36 | ||||||||||||||
Period in force | 30 days | |||||||||||||||||
Restricted Stock | ||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||
Restricted shares, grants in period (in shares) | 1,652,082 | |||||||||||||||||
RCAP Holdings, LLC | ||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||
Operating subsidiary units exchanged under the exchange agreement (in units) | 23,999,999 | |||||||||||||||||
Class A shares common stock (in shares) | 23,999,999 | |||||||||||||||||
RCAP Holdings, LLC | Restricted Stock | ||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||
Restricted shares, grants in period (in shares) | 0 | |||||||||||||||||
Series A Preferred Stock | ||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||
Issuance of common stock (in shares) | 2,042,022 | |||||||||||||||||
Common Class A | ||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||
Issuance of common stock (in shares) | 19,000,000 | |||||||||||||||||
Cash dividend declared per common share (in dollars per share) | $ / shares | $ 0.18 | $ 0.18 | ||||||||||||||||
Common stock, par value (in dollars per share) | $ / shares | $ 20.25 | $ 0.001 | $ 0.001 | $ 0.001 | ||||||||||||||
Common stock, shares issued | 77,151,089 | 77,151,089 | 70,571,540 | |||||||||||||||
Common Class A | Summit Financial Services Group | ||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||
Business acquisition, equity interest issued (in shares) | 498,884 | 498,884 | ||||||||||||||||
Common Class A | JP Turner & Company, LLC | ||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||
Business acquisition, equity interest issued (in shares) | 245,813 | 239,362 | 239,362 | |||||||||||||||
Common Class A | First Allied acquisition | ||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||
Issuance of common stock (in shares) | 11,264,929 | |||||||||||||||||
Common Class A | VSR Acquisition | ||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||
Business acquisition, equity interest issued (in shares) | 2,436,429 | 2,436,429 | ||||||||||||||||
Common Class A | Girard Acquisition | ||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||
Business acquisition, equity interest issued (in shares) | 549,529 | 549,529 | ||||||||||||||||
Common Class A | RCAP Holdings, LLC | First Allied acquisition | ||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||
Business acquisition, equity interest issued (in shares) | 11,264,929 | 11,264,929 | ||||||||||||||||
Common Class B | ||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||
Common stock, par value (in dollars per share) | $ / shares | $ 0.001 | $ 0.001 | $ 0.001 | |||||||||||||||
Common stock, shares issued | 1 | 1 | 1 | |||||||||||||||
Common Class B | Majority Shareholder | ||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||
Number of votes | vote | 1 | 1 | ||||||||||||||||
RCAP Equity Plan | Common Class A | Restricted Stock | ||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||
Restricted shares, grants in period (in shares) | 1,305,917 | 2,366,703 | ||||||||||||||||
Over-Allotment Option | Common Class A | ||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||
Shares granted in period (in shares) | 3,600,000 | |||||||||||||||||
Common stock, shares issued | 870,248 | |||||||||||||||||
Private Placement | Common Class A | ||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||
Share price (in dollars per share) | $ / shares | $ 20.25 | $ 20.25 | ||||||||||||||||
Common Stock | Common Class A | ||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||
Issuance of common stock (in shares) | 23,999,999 | |||||||||||||||||
Common Stock | Common Class A | JP Turner & Company, LLC | ||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||
Issuance of common stock (in shares) | 245,813 | |||||||||||||||||
Common Stock | Common Class A | VSR Acquisition | ||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||
Issuance of common stock (in shares) | 2,436,429 | |||||||||||||||||
Common Stock | Common Class A | Girard Acquisition | ||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||
Issuance of common stock (in shares) | 549,529 | |||||||||||||||||
Common Stock | Common Class B | ||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||
Issuance of common stock (in shares) | (23,999,999) | |||||||||||||||||
Common Stock | Private Placement | Common Class A | ||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||
Issuance of common stock (in shares) | 2,469,136 | 2,469,136 |
Equity-Based Compensation (Narr
Equity-Based Compensation (Narrative) (Details) - Class of Stock [Domain] - USD ($) | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | Dec. 31, 2014 | |
Restricted Stock | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Share-based compensation | $ (100,000) | $ 200,000 | $ 300,000 | $ 2,500,000 | |
Nonvested shares (in shares) | 3,085,108 | 3,085,108 | 2,276,713 | ||
Restricted Stock | RCAP Holdings, LLC | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Share-based compensation | $ 7,200,000 | 5,800,000 | $ 11,200,000 | 6,500,000 | |
Nonvested shares (in shares) | 277,633 | 277,633 | 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 (in shares) | 69,427 | ||||
Nonvested shares (in shares) | 155,785 | 155,785 | |||
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 | $ 100,000 | 1,500,000 | |
Internal Commissions, Payroll and Benefits | 2014 Stock Purchase Plan | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Share-based compensation | $ 0 | $ 0 |
Equity-Based Compensation (Rest
Equity-Based Compensation (Restricted Share Activity) (Details) - Restricted Stock - USD ($) $ / shares in Units, $ in Thousands | 6 Months Ended | 12 Months Ended |
Jun. 30, 2015 | Dec. 31, 2014 | |
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 (in shares) | 2,276,713 | |
Restricted shares, grants in period (in shares) | 1,652,082 | |
Restricted shares, vested in period (in shares) | 428,095 | |
Restricted shares, forfeited in period (in shares) | 183,036 | |
Restricted shares, retired in period (in shares) | 232,556 | |
Ending balance, restricted shares, nonvested, number (in shares) | 3,085,108 | 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 (in dollars per share) | $ 34.86 | |
Restricted shares, grants in period, weighted-average issue price (in dollars per share) | 11.61 | |
Restricted shares, vested in period, weighted-average issue price (in dollars per share) | 31.01 | |
Restricted shares, forfeited in period, weighted-average issue price (in dollars per share) | 38.49 | |
Restricted shares, retired in period, weighted-average issue price (in dollars per share) | 32.13 | |
Ending balance, restricted shares, nonvested, weighted-average issue price (in dollars per share) | $ 22.93 | $ 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 | 19,181 | |
Restricted shares, aggregate intrinsic value, vested | 13,275 | |
Restricted shares, aggregate intrinsic value, forfeited | 7,045 | |
Restricted shares, aggregate intrinsic value, retired | 7,472 | |
Ending balance, restricted shares, aggregate intrinsic value, nonvested | $ 70,764 | $ 79,375 |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Additional Disclosures [Abstract] | ||
ShareBasedCompensationArrangementByShareBasedPaymentAwardEquityInstrumentsOtherThanOptionsOutstandingWeightedAverageRemainingContractualTerms | 3 years 6 months 15 days | 3 years 1 month 2 days |
Restricted shares, grants in period, weighted average vesting period | 4 years 2 months 27 days | |
ShareBasedCompensationArrangementByShareBasedPaymentAwardEquityInstrumentsOtherThanOptionsOutstandingWeightedAverageRemainingContractualTerms | 3 years 6 months 15 days | 3 years 1 month 2 days |
Equity-Based Compensation (Re87
Equity-Based Compensation (Restricted Share Activity Granted to RCAP1) (Details) - Restricted Stock - USD ($) $ / shares in Units, $ in Thousands | 6 Months Ended | 12 Months Ended |
Jun. 30, 2015 | Dec. 31, 2014 | |
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 (in shares) | 2,276,713 | |
Restricted shares, grants in period (in shares) | 1,652,082 | |
Restricted shares, vested in period (in shares) | 428,095 | |
Restricted shares, forfeited in period (in shares) | 183,036 | |
Ending balance, restricted shares, nonvested, number (in shares) | 3,085,108 | 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 (in dollars per share) | $ 34.86 | |
Restricted shares, grants in period, weighted-average issue price (in dollars per share) | 11.61 | |
Restricted shares, vested in period, weighted-average issue price (in dollars per share) | 31.01 | |
Restricted shares, forfeited in period, weighted-average issue price (in dollars per share) | 38.49 | |
Ending balance, restricted shares, nonvested, weighted-average issue price (in dollars per share) | $ 22.93 | $ 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 | 19,181 | |
Restricted shares, aggregate intrinsic value, vested | 13,275 | |
Restricted shares, aggregate intrinsic value, forfeited | 7,045 | |
Ending balance, restricted shares, aggregate intrinsic value, nonvested | $ 70,764 | $ 79,375 |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Additional Disclosures [Abstract] | ||
ShareBasedCompensationArrangementByShareBasedPaymentAwardEquityInstrumentsOtherThanOptionsOutstandingWeightedAverageRemainingContractualTerms | 3 years 6 months 15 days | 3 years 1 month 2 days |
Restricted shares, grants in period, weighted average vesting period | 4 years 2 months 27 days | |
ShareBasedCompensationArrangementByShareBasedPaymentAwardEquityInstrumentsOtherThanOptionsOutstandingWeightedAverageRemainingContractualTerms | 3 years 6 months 15 days | 3 years 1 month 2 days |
RCAP Holdings, LLC | ||
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 (in shares) | 368,625 | |
Restricted shares, grants in period (in shares) | 0 | |
Restricted shares, vested in period (in shares) | 85,992 | |
Restricted shares, forfeited in period (in shares) | 5,000 | |
Ending balance, restricted shares, nonvested, number (in shares) | 277,633 | 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 (in dollars per share) | $ 9.05 | |
Restricted shares, grants in period, weighted-average issue price (in dollars per share) | 0 | |
Restricted shares, vested in period, weighted-average issue price (in dollars per share) | 8.13 | |
Restricted shares, forfeited in period, weighted-average issue price (in dollars per share) | 8.13 | |
Ending balance, restricted shares, nonvested, weighted-average issue price (in dollars per share) | $ 8.13 | $ 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 | |
Restricted shares, aggregate intrinsic value, granted | 0 | |
Restricted shares, aggregate intrinsic value, vested | 699 | |
Restricted shares, aggregate intrinsic value, forfeited | 41 | |
Ending balance, restricted shares, aggregate intrinsic value, nonvested | $ 2,257 | $ 3,335 |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Additional Disclosures [Abstract] | ||
ShareBasedCompensationArrangementByShareBasedPaymentAwardEquityInstrumentsOtherThanOptionsOutstandingWeightedAverageRemainingContractualTerms | 2 years 6 months 29 days | 2 years 9 months 29 days |
Restricted shares, grants in period, weighted average vesting period | ||
ShareBasedCompensationArrangementByShareBasedPaymentAwardEquityInstrumentsOtherThanOptionsOutstandingWeightedAverageRemainingContractualTerms | 2 years 6 months 29 days | 2 years 9 months 29 days |
Income Taxes (Details)
Income Taxes (Details) - USD ($) $ in Thousands | 6 Months Ended | ||
Jun. 30, 2015 | Jun. 30, 2014 | Dec. 31, 2014 | |
Income Tax Disclosure [Abstract] | |||
Net deferred tax liability | $ 220,639 | $ 266,202 | |
Effective tax rate | 42.03% | 18.48% |
Earnings Per Share (Basic and D
Earnings Per Share (Basic and Diluted Calculation) (Details) - USD ($) $ / shares in Units, $ in Thousands | Feb. 23, 2015 | Jun. 30, 2014 | Jun. 10, 2014 | Apr. 29, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 |
Earnings Per Share, Basic [Abstract] | ||||||||
Net income (loss) attributable to common stock | $ (72,148) | $ (149,861) | $ (92,904) | $ (146,576) | ||||
Allocation of earnings to participating securities | 0 | (384) | 0 | (711) | ||||
Net income (loss) attributable to common stock | $ (72,148) | $ (150,245) | $ (92,904) | $ (147,287) | ||||
Total weighted average basic shares outstanding (in shares) | 74,006,580 | 43,030,018 | 72,576,193 | 34,975,636 | ||||
Net income (loss) per share (in dollars per share) | $ (0.97) | $ (3.49) | $ (1.28) | $ (4.21) | ||||
Dilutive Securities, Effect on Basic Earnings Per Share [Abstract] | ||||||||
Add: Series C Preferred Stock, convertible notes, Luxor's put option | $ (26,235) | $ (23,213) | $ (45,582) | $ (23,213) | ||||
Net loss attributable to common stock | $ (98,383) | $ (173,458) | $ (138,486) | $ (170,500) | ||||
Add: Series C Preferred Stock, convertible notes, Luxor's put option (in shares) | 14,599,367 | 5,265,251 | 14,599,367 | 2,647,170 | ||||
Total weighted average diluted shares outstanding (in shares) | 88,605,947 | 48,295,269 | 87,175,560 | 37,622,806 | ||||
Net loss per share (in dollars per share) | $ (1.11) | $ (3.59) | $ (1.59) | $ (4.53) | ||||
Deemed dividend | $ 194,800 | $ 194,800 | ||||||
Series A Preferred Stock | ||||||||
Dilutive Securities, Effect on Basic Earnings Per Share [Abstract] | ||||||||
Deemed dividend | $ 194,800 | |||||||
Issuance of common stock (in shares) | 2,042,022 | |||||||
Common Class A | ||||||||
Dilutive Securities, Effect on Basic Earnings Per Share [Abstract] | ||||||||
Issuance of common stock (in shares) | 19,000,000 | |||||||
First Allied acquisition | Common Class A | ||||||||
Dilutive Securities, Effect on Basic Earnings Per Share [Abstract] | ||||||||
Issuance of common stock (in shares) | 11,264,929 |
Commitments and Contingencies90
Commitments and Contingencies (Narrative) (Details) | Dec. 04, 2014USD ($) | Sep. 30, 2014USD ($) | Apr. 29, 2014 | Jun. 30, 2015USD ($)line | Jun. 30, 2014USD ($) | Jun. 30, 2015USD ($)line | Jun. 30, 2014USD ($) | Apr. 16, 2015USD ($) |
Line of Credit Facility [Line Items] | ||||||||
Rental expense | $ 3,400,000 | $ 1,900,000 | $ 6,600,000 | $ 2,900,000 | ||||
Number of business lines | line | 3 | 3 | ||||||
Private equity commitment | $ 7,000 | $ 7,000 | ||||||
Accrued litigation | 14,100,000 | 14,100,000 | ||||||
Debt term | 2 years | |||||||
Payment in year two | 97,820,000 | 97,820,000 | ||||||
Payment in year three | 88,591,000 | 88,591,000 | ||||||
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 | 7,700,000 | ||||||
Payment in year two | 3,800,000 | 3,800,000 | ||||||
Payment in year three | 3,800,000 | 3,800,000 | ||||||
ICH acquisition | ||||||||
Line of Credit Facility [Line Items] | ||||||||
Long-term line of credit | 1,000,000 | 1,000,000 | ||||||
Long-term line of credit | 0 | 0 | ||||||
Cole Capital | ||||||||
Line of Credit Facility [Line Items] | ||||||||
Total consideration | $ 700,000,000 | |||||||
Partial payment | $ 10,000,000 | |||||||
First Line of Credit | ||||||||
Line of Credit Facility [Line Items] | ||||||||
Long-term line of credit | 25,000,000 | 25,000,000 | ||||||
Long-term line of credit | 23,000,000 | 23,000,000 | ||||||
Second Line of Credit | ||||||||
Line of Credit Facility [Line Items] | ||||||||
Long-term line of credit | 50,000,000 | 50,000,000 | ||||||
Long-term line of credit | 0 | 0 | ||||||
Revolving Credit Facility | ||||||||
Line of Credit Facility [Line Items] | ||||||||
Long-term line of credit | $ 4,000,000 | |||||||
Long-term line of credit | $ 300,000 | $ 300,000 |
Commitments and Contingencies91
Commitments and Contingencies (Leases) (Details) $ in Thousands | Jun. 30, 2015USD ($) |
Commitments and Contingencies Disclosure [Abstract] | |
2,016 | $ 11,567 |
2,017 | 10,638 |
2,019 | 9,123 |
2,020 | 7,557 |
2,019 | 7,045 |
Thereafter | 21,961 |
Total | $ 67,891 |
Commitments and Contingencies92
Commitments and Contingencies (Service Contract) (Details) $ in Thousands | Jun. 30, 2015USD ($) |
Commitments and Contingencies Disclosure [Abstract] | |
2,016 | $ 10,204 |
2,017 | 8,574 |
2,018 | 6,567 |
2,019 | 6,567 |
2,020 | 6,567 |
Thereafter | 694 |
Total | $ 39,173 |
Net Capital Requirements (Narra
Net Capital Requirements (Narrative) (Details) - USD ($) | May. 06, 2015 | Apr. 17, 2015 | Jun. 30, 2015 |
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% | ||
JP Turner & Company, LLC | |||
Compliance with Regulatory Capital Requirements under Banking Regulations [Line Items] | |||
Contributions | $ 4,000,000 | ||
VSR Financial Services, Inc. | |||
Compliance with Regulatory Capital Requirements under Banking Regulations [Line Items] | |||
Contributions | $ 4,000,000 | ||
Event One | |||
Compliance with Regulatory Capital Requirements under Banking Regulations [Line Items] | |||
Minimum net capital required for entity | $ 250,000 |
Net Capital Requirements (Summa
Net Capital Requirements (Summary of Net Capital Requirements) (Details) - Operating Segments - USD ($) $ in Thousands | Jun. 30, 2015 | Dec. 31, 2014 |
Independent retail advice | ||
Net Capital Requirement [Line Items] | ||
Net capital | $ 57,832 | $ 63,871 |
Required net capital | 3,064 | 2,640 |
Net capital in excess of required net capital | 54,768 | 61,231 |
Wholesale distribution | ||
Net Capital Requirement [Line Items] | ||
Net capital | 11,393 | 20,774 |
Required net capital | 1,155 | 1,424 |
Net capital in excess of required net capital | 10,238 | 19,350 |
Investment management | ||
Net Capital Requirement [Line Items] | ||
Net capital | 2,034 | 2,145 |
Required net capital | 5 | 5 |
Net capital in excess of required net capital | $ 2,029 | $ 2,140 |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | Dec. 31, 2014 | Apr. 28, 2014 | |
Related Party Transaction [Line Items] | ||||||
Expenses allocated to the operating subsidiaries from the company | $ 3,600,000 | $ 4,900,000 | $ 7,300,000 | $ 6,800,000 | ||
Due from related parties, current | 1,847,000 | $ 1,847,000 | $ 2,479,000 | |||
Management fee | 10.00% | |||||
Quarterly fee (related party) | 0 | 248,000 | $ 0 | 2,030,000 | ||
Outperformance bonus | 0 | 2,559,000 | 0 | 9,709,000 | ||
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 | $ 0 | |||
RCAP Holdings, LLC | Common Class A | ||||||
Related Party Transaction [Line Items] | ||||||
Noncontrolling interest, ownership percentage by noncontrolling owners | 43.34% | |||||
American Realty Capital | ||||||
Related Party Transaction [Line Items] | ||||||
Revenue from related parties | 102,100,000 | 285,400,000 | 184,300,000 | 471,500,000 | ||
Related product receivables | 19,700,000 | 19,700,000 | $ 31,600,000 | |||
Parent | ||||||
Related Party Transaction [Line Items] | ||||||
Allocated operating expenses | 1,400,000 | 2,800,000 | ||||
Crestline Hotels and Resorts, LLC | ||||||
Related Party Transaction [Line Items] | ||||||
Rent expense | 30,000 | 100,000 | 100,000 | 100,000 | ||
ARC Advisory Services, LLC | ||||||
Related Party Transaction [Line Items] | ||||||
Allocated operating expenses | 2,100,000 | 3,200,000 | ||||
Allocated operating expenses payable | $ 600,000 | $ 600,000 | 500,000 | |||
RCAP Holdings, LLC | RCAP Holdings, LLC | Economic rights | Common Class A | ||||||
Related Party Transaction [Line Items] | ||||||
Noncontrolling interest, ownership percentage by noncontrolling owners | 39.64% | 39.64% | ||||
Affiliated Entity | ||||||
Related Party Transaction [Line Items] | ||||||
Investments in mutual funds | $ 10,100,000 | $ 10,100,000 | $ 19,000,000 | |||
Realized investment gains (losses) | $ (400,000) | $ 700,000 | $ (500,000) | $ 1,400,000 |
Employee Benefits (Details)
Employee Benefits (Details) - Other Postretirement Benefit Plan - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 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 | $ 4,800,000 | $ 2,000,000 | $ 9,500,000 | $ 3,800,000 |
Internal Commissions, Payroll and Benefits | Deferred Compensation Plans for Financial Advisors | ||||
Defined Contribution Plan Disclosure [Line Items] | ||||
Deferred compensation costs | 100,000 | 2,700,000 | 1,800,000 | 2,700,000 |
Internal Commissions, Payroll and Benefits | Rabbi Trust Agreement | ||||
Defined Contribution Plan Disclosure [Line Items] | ||||
Deferred compensation costs | 200,000 | 0 | 500,000 | 0 |
Other Revenue | Deferred Compensation Plans for Financial Advisors | ||||
Defined Contribution Plan Disclosure [Line Items] | ||||
Gain on hedge | $ 100,000 | $ 2,700,000 | $ 1,800,000 | $ 2,700,000 |
Segment Reporting (Details)
Segment Reporting (Details) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2015USD ($) | Jun. 30, 2014USD ($) | Jun. 30, 2015USD ($)segment | Jun. 30, 2014USD ($) | Dec. 31, 2014USD ($) | |
Segment Reporting Information [Line Items] | |||||
Number of operating segments | segment | 6 | ||||
Revenues | $ 678,366 | $ 645,019 | $ 1,303,950 | $ 918,387 | |
Expenses | 796,588 | 585,707 | 1,444,592 | 844,023 | |
Income (loss) before taxes | (118,222) | 59,312 | (140,642) | 74,364 | |
Assets | 2,357,306 | 2,357,306 | $ 2,466,628 | ||
Goodwill and intangible assets impairment charge | 156,801 | 0 | 156,801 | 0 | |
JP Turner & Company, LLC | |||||
Segment Reporting Information [Line Items] | |||||
Goodwill and intangible assets impairment charge | 126,200 | 26,200 | |||
StratCap | |||||
Segment Reporting Information [Line Items] | |||||
Goodwill and intangible assets impairment charge | 130,600 | ||||
Operating Segments | |||||
Segment Reporting Information [Line Items] | |||||
Revenues | 704,725 | 673,001 | 1,353,837 | 953,413 | |
Income (loss) before taxes | (118,222) | 59,312 | (140,642) | 74,364 | |
Assets | 2,386,647 | 2,386,647 | 2,494,320 | ||
Operating Segments | Independent retail advice | |||||
Segment Reporting Information [Line Items] | |||||
Revenues | 528,980 | 324,153 | 1,032,539 | 416,911 | |
Expenses | 567,667 | 329,364 | 1,071,141 | 422,970 | |
Income (loss) before taxes | (38,687) | (5,211) | (38,602) | (6,059) | |
Assets | 2,073,393 | 2,073,393 | 1,980,614 | ||
Operating Segments | Wholesale distribution | |||||
Segment Reporting Information [Line Items] | |||||
Revenues | 107,249 | 250,586 | 196,394 | 389,696 | |
Expenses | 252,196 | 246,101 | 358,042 | 388,736 | |
Income (loss) before taxes | (144,947) | 4,485 | (161,648) | 960 | |
Operating Segments | Investment banking, capital markets and transaction management services | |||||
Segment Reporting Information [Line Items] | |||||
Revenues | 21,815 | 39,101 | 40,627 | 87,645 | |
Expenses | 12,510 | 16,860 | 27,315 | 39,086 | |
Income (loss) before taxes | 9,305 | 22,241 | 13,312 | 48,559 | |
Operating Segments | Investment management | |||||
Segment Reporting Information [Line Items] | |||||
Revenues | 12,281 | 0 | 25,661 | 0 | |
Expenses | 12,540 | 0 | 25,698 | 0 | |
Income (loss) before taxes | (259) | 0 | (37) | 0 | |
Operating Segments | Investment research | |||||
Segment Reporting Information [Line Items] | |||||
Revenues | 1,397 | 691 | 2,580 | 691 | |
Expenses | 4,375 | 3,857 | 7,522 | 4,301 | |
Income (loss) before taxes | (2,978) | (3,166) | (4,942) | (3,610) | |
Assets | 12,819 | 12,819 | 12,291 | ||
Operating Segments | Corporate and other | |||||
Segment Reporting Information [Line Items] | |||||
Revenues | 33,003 | 58,470 | 56,036 | 58,470 | |
Expenses | (26,341) | 17,507 | 4,761 | 23,956 | |
Income (loss) before taxes | 59,344 | 40,963 | 51,275 | 34,514 | |
Assets | 70,021 | 70,021 | 112,423 | ||
Operating Segments | Wholesale distribution | |||||
Segment Reporting Information [Line Items] | |||||
Assets | 55,176 | 55,176 | 192,669 | ||
Operating Segments | Investment banking, capital markets and transaction management services | |||||
Segment Reporting Information [Line Items] | |||||
Assets | 103,079 | 103,079 | 116,980 | ||
Operating Segments | Investment management | |||||
Segment Reporting Information [Line Items] | |||||
Assets | 72,159 | 72,159 | 79,343 | ||
Intersegment Eliminations | |||||
Segment Reporting Information [Line Items] | |||||
Revenues | 26,359 | 27,982 | 49,887 | 35,026 | |
Related product receivables | 2,357,306 | 2,357,306 | 2,466,628 | ||
Segment Reconciling Items | |||||
Segment Reporting Information [Line Items] | |||||
Income (loss) before taxes | 0 | $ 0 | 0 | $ 0 | |
Other assets and intercompany investments and receivables | $ 29,341 | $ 29,341 | $ 27,692 |
Subsequent Events (Narrative) (
Subsequent Events (Narrative) (Details) - USD ($) | Aug. 10, 2015 | Aug. 06, 2015 | Dec. 19, 2014 | Jun. 10, 2014 | Jun. 30, 2014 | Jun. 30, 2015 | Dec. 31, 2014 | Aug. 07, 2015 |
Subsequent Event [Line Items] | ||||||||
Issuance of stock | $ 1,203,000 | |||||||
Subsequent Event | ||||||||
Subsequent Event [Line Items] | ||||||||
Days to terminate agreement | 3 days | |||||||
Ownership interest in ARC Global | 40.00% | |||||||
Required adjusted EBITDA ratio | 4 | |||||||
Percent of new issuance of common stock to beneficial interest holders requiring stockholder approval | 0.99% | |||||||
Wholesale distribution | Subsequent Event | ||||||||
Subsequent Event [Line Items] | ||||||||
Purchase price | $ 25,000,000 | |||||||
Target net working capital | 5,000,000 | |||||||
Wholesale Distribution excluding StratCap | Subsequent Event | ||||||||
Subsequent Event [Line Items] | ||||||||
Purchase price | $ 5,000,000 | |||||||
AMH Holdings | Subsequent Event | ||||||||
Subsequent Event [Line Items] | ||||||||
Ownership interest in ARC Global | 60.00% | |||||||
Series D Preferred Stock | Subsequent Event | ||||||||
Subsequent Event [Line Items] | ||||||||
Interest rate | 11.00% | |||||||
Dividend rate | 12.50% | |||||||
Liquidation preference (in dollars per share) | $ 25 | |||||||
Initial conversion price (in dollars per share) | $ 5 | |||||||
Ownership threshold required to elect directors | 25.00% | |||||||
Preferred Stock, Threshold of Ownership on Common Stock | 24.90% | |||||||
Series D-1 Preferred Stock | Subsequent Event | ||||||||
Subsequent Event [Line Items] | ||||||||
Issuance of stock (in shares) | 1,000,000 | |||||||
Issuance of stock | $ 25,000,000 | |||||||
Series D-2 Preferred Stock | Subsequent Event | ||||||||
Subsequent Event [Line Items] | ||||||||
Issuance of stock (in shares) | 500,000 | |||||||
Issuance of stock | $ 12,500,000 | |||||||
Series B Preferred Stock | ||||||||
Subsequent Event [Line Items] | ||||||||
Issuance of stock (in shares) | 5,800,000 | |||||||
Interest rate | 11.00% | 11.00% | ||||||
Dividend rate | 12.50% | |||||||
Liquidation preference (in dollars per share) | $ 25 | |||||||
Series C Preferred Stock | ||||||||
Subsequent Event [Line Items] | ||||||||
Interest rate | 7.00% | 7.00% | ||||||
Liquidation preference (in dollars per share) | $ 25 | |||||||
Common Class A | ||||||||
Subsequent Event [Line Items] | ||||||||
Issuance of stock (in shares) | 19,000,000 | |||||||
Common Class A | Subsequent Event | ||||||||
Subsequent Event [Line Items] | ||||||||
Shares issued in agreement (in shares) | 2,608,697 | |||||||
Luxor Capital Group, LP | Subsequent Event | ||||||||
Subsequent Event [Line Items] | ||||||||
Membership interest in RCS Capital Management | 19.46% | |||||||
Luxor Capital Group, LP | Series B Preferred Stock | ||||||||
Subsequent Event [Line Items] | ||||||||
Liquidation preference | $ 152,500,000 | |||||||
Luxor Capital Group, LP | Series C Preferred Stock | ||||||||
Subsequent Event [Line Items] | ||||||||
Liquidation preference | 114,100,000 | |||||||
Luxor Capital Group, LP | Common Class A | Subsequent Event | ||||||||
Subsequent Event [Line Items] | ||||||||
Common stock owned by Luxor (in shares) | 8,495,402 | |||||||
Ownership interest based on common stock | 10.99% | |||||||
Voting power in Company | 5.50% | |||||||
Common stock owned by Luxor if securities are converted (in shares) | 25,594,768 | |||||||
Shares issued in agreement (in shares) | 3,000,000 | |||||||
Convertible Notes Payable | Luxor Capital Group, LP | ||||||||
Subsequent Event [Line Items] | ||||||||
Convertible notes, face value | $ 120,000,000 | |||||||
Put and Call Options | Luxor Capital Group, LP | Subsequent Event | ||||||||
Subsequent Event [Line Items] | ||||||||
Multiplier on call and put options | 0.15 |
Uncategorized Items - rcap-2015
Label | Element | Value |
Series B Preferred Stock [Member] | ||
Temporary Equity, Liquidation Preference | us-gaap_TemporaryEquityLiquidationPreference | $ 145,000 |
Temporary Equity, Liquidation Preference | us-gaap_TemporaryEquityLiquidationPreference | 152,458 |
Series C Preferred Stock [Member] | ||
Temporary Equity, Liquidation Preference | us-gaap_TemporaryEquityLiquidationPreference | 110,000 |
Temporary Equity, Liquidation Preference | us-gaap_TemporaryEquityLiquidationPreference | $ 114,145 |