Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Jun. 30, 2017 | Jul. 31, 2017 | |
Document And Entity Information [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Jun. 30, 2017 | |
Document Fiscal Year Focus | 2,017 | |
Document Fiscal Period Focus | Q2 | |
Trading Symbol | VRTS | |
Entity Registrant Name | VIRTUS INVESTMENT PARTNERS, INC. | |
Entity Central Index Key | 883,237 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Accelerated Filer | |
Entity Common Stock, Shares Outstanding | 7,217,908 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Jun. 30, 2017 | Dec. 31, 2016 |
Assets: | ||
Cash and cash equivalents | $ 179,039 | $ 82,687 |
Accounts receivable, net | 59,362 | 35,879 |
Furniture, equipment and leasehold improvements, net | 12,295 | 7,728 |
Intangible assets, net | 312,081 | 38,427 |
Goodwill | 171,170 | 6,788 |
Deferred taxes, net | 54,655 | 47,535 |
Total assets | 2,291,559 | 824,388 |
Liabilities: | ||
Accrued compensation and benefits | 51,978 | 47,885 |
Accounts payable and accrued liabilities | 29,167 | 25,176 |
Dividends payable | 6,173 | 3,479 |
Contingent consideration | 51,690 | 0 |
Debt | 248,111 | 30,000 |
Other liabilities | 18,279 | 13,505 |
Total liabilities | 1,644,890 | 465,449 |
Commitments and Contingencies | ||
Redeemable noncontrolling interests of consolidated investment products | 57,336 | 37,266 |
Equity attributable to stockholders: | ||
Series D mandatory convertible preferred stock, $0.01 par value, 1,150,000 shares authorized; 1,150,000 and 0 shares issued and outstanding at June 30, 2017 and December 31, 2016, respectively. | 110,837 | 0 |
Common stock, $0.01 par value, 1,000,000,000 shares authorized; 10,447,953 shares issued and 7,217,908 shares outstanding at June 30, 2017 and 9,119,058 shares issued and 5,889,013 shares outstanding at December 31, 2016 | 104 | 91 |
Additional paid-in capital | 1,217,501 | 1,090,331 |
Accumulated deficit | (410,506) | (424,279) |
Accumulated other comprehensive loss | (88) | (224) |
Treasury stock, at cost, 3,230,045 shares at June 30, 2017 and December 31, 2016 | (344,246) | (344,246) |
Total equity attributable to stockholders | 573,602 | 321,673 |
Total equity | 589,333 | 321,673 |
Total liabilities and equity | 2,291,559 | 824,388 |
Consolidated entity excluding consolidated investment products | ||
Assets: | ||
Cash and cash equivalents | 127,571 | 64,588 |
Investments | 93,396 | 89,371 |
Other assets | 26,532 | 16,789 |
Consolidated investment products | ||
Assets: | ||
Cash and cash equivalents | 51,468 | 18,099 |
Cash pledged or on deposit | 854 | 984 |
Investments | 1,354,389 | 489,042 |
Other assets | 27,786 | 9,158 |
Liabilities: | ||
Notes payable of CIP | 1,096,434 | 328,761 |
Securities purchased payable and other liabilities of CIP | 143,058 | 16,643 |
Redeemable noncontrolling interests of consolidated investment products | 57,336 | 37,266 |
Equity attributable to stockholders: | ||
Noncontrolling interests of consolidated investment products | $ 15,731 | $ 0 |
Condensed Consolidated Balance3
Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares | Jun. 30, 2017 | Dec. 31, 2016 |
Common stock, par value (in $ per share) | $ 0.01 | $ 0.01 |
Common stock, shares authorized (in shares) | 1,000,000,000 | 1,000,000,000 |
Common stock, shares issued (in shares) | 10,447,953 | 9,119,058 |
Common stock, shares outstanding (in shares) | 7,217,908 | 5,889,013 |
Treasury stock, shares (in shares) | 3,230,045 | 3,230,045 |
Series D convertible preferred stock | ||
Preferred stock, par value (in $ per share) | $ 0.01 | $ 0.01 |
Preferred stock, shares authorized (in shares) | 1,150,000 | 1,150,000 |
Preferred stock, shares issued (in shares) | 1,150,000 | 0 |
Preferred stock, shares outstanding (in shares) | 1,150,000 | 0 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | |
Revenues | ||||
Investment management fees | $ 74,062 | $ 58,192 | $ 133,333 | $ 115,836 |
Distribution and service fees | 10,439 | 12,167 | 21,222 | 24,645 |
Administration and transfer agent fees | 9,476 | 9,499 | 18,457 | 19,497 |
Other income and fees | 155 | 227 | 896 | 402 |
Total revenues | 94,132 | 80,085 | 173,908 | 160,380 |
Operating Expenses | ||||
Employment expenses | 42,992 | 33,065 | 82,633 | 69,042 |
Distribution and other asset-based expenses | 15,764 | 17,432 | 31,087 | 35,533 |
Other operating expenses | 20,236 | 12,457 | 33,462 | 23,222 |
Restructuring and severance | 8,894 | 2,391 | 8,894 | 2,391 |
Depreciation expense | 776 | 776 | 1,440 | 1,638 |
Amortization expense | 1,813 | 603 | 2,046 | 1,254 |
Total operating expenses | 90,948 | 71,342 | 160,677 | 138,887 |
Operating Income | 3,184 | 8,743 | 13,231 | 21,493 |
Other (Expense) Income | ||||
Other income (expense), net | 47 | (15) | 693 | 213 |
Total other (expense) income, net | (90) | 6,944 | 5,297 | 9,044 |
Interest (Expense) Income | ||||
Total interest (expense) income, net | (1,186) | (900) | 1,558 | 3,676 |
Income Before Income Taxes | 1,908 | 14,787 | 20,086 | 34,213 |
Income tax expense | 1,880 | 6,087 | 6,313 | 13,643 |
Net Income | 28 | 8,700 | 13,773 | 20,570 |
Noncontrolling interests | (333) | (612) | (1,051) | (119) |
Net (Loss) Income Attributable to Stockholders | (305) | 8,088 | 12,722 | 20,451 |
Preferred stockholder dividends | (2,084) | 0 | (4,168) | 0 |
Net (Loss) Income Attributable to Common Stockholders | $ (2,389) | $ 8,088 | $ 8,554 | $ 20,451 |
(Loss) Earnings per share—Basic (in $ per share) | $ (0.34) | $ 0.99 | $ 1.26 | $ 2.48 |
(Loss) Earnings per Share—Diluted (in $ per share) | (0.34) | 0.97 | 1.22 | 2.43 |
Cash Dividends Declared per Preferred Share (in $ per share) | 1.81 | 0 | 3.625 | 0 |
Cash Dividends Declared per Common Share (in $ per share) | $ 0.45 | $ 0.45 | $ 0.90 | $ 0.90 |
Weighted Average Shares Outstanding—Basic (in shares) | 7,064 | 8,170 | 6,804 | 8,257 |
Weighted Average Shares Outstanding—Diluted (in shares) | 7,064 | 8,314 | 7,020 | 8,410 |
Consolidated investment products | ||||
Operating Expenses | ||||
Total operating expenses | $ 473 | $ 4,618 | $ 1,115 | $ 5,807 |
Other (Expense) Income | ||||
Realized and unrealized (loss) gain on investments, net | (1,424) | 3,678 | 3,020 | 6,208 |
Interest (Expense) Income | ||||
Interest expense | (2,995) | (5,668) | (5,852) | (6,400) |
Interest and dividend income | 5,102 | 4,278 | 10,758 | 9,445 |
Consolidated entity excluding consolidated investment products | ||||
Other (Expense) Income | ||||
Realized and unrealized (loss) gain on investments, net | 1,287 | 3,281 | 1,584 | 2,623 |
Interest (Expense) Income | ||||
Interest expense | (3,739) | (129) | (3,982) | (261) |
Interest and dividend income | $ 446 | $ 619 | $ 634 | $ 892 |
Condensed Consolidated Stateme5
Condensed Consolidated Statements of Comprehensive Income - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | |
Statement of Comprehensive Income [Abstract] | ||||
Net Income | $ 28 | $ 8,700 | $ 13,773 | $ 20,570 |
Other comprehensive income, net of tax: | ||||
Foreign currency translation adjustment, net of tax of ($287) for the three months ended June 30, 2016, and ($348) for the six months ended June 30, 2016. | 2 | 470 | 2 | 569 |
Unrealized gain on available-for-sale securities, net of tax of ($29) and ($74) for the three months ended June 30, 2017 and 2016, respectively and ($83) and ($171) for the six months ended June 30, 2017 and 2016, respectively. | 46 | 121 | 134 | 281 |
Other comprehensive income | 48 | 591 | 136 | 850 |
Comprehensive income | 76 | 9,291 | 13,909 | 21,420 |
Comprehensive income attributable to noncontrolling interests | (333) | (612) | (1,051) | (119) |
Comprehensive (Loss) Income Attributable to Stockholders | $ (257) | $ 8,679 | $ 12,858 | $ 21,301 |
Condensed Consolidated Stateme6
Condensed Consolidated Statements of Comprehensive Income (Parenthetical) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | |
Statement of Comprehensive Income [Abstract] | ||||
Foreign currency translation adjustment, tax | $ 0 | $ (287) | $ 0 | $ (348) |
Unrealized (loss) gain on available-for-sale securities, tax | $ (29) | $ (74) | $ (83) | $ (171) |
Condensed Consolidated Stateme7
Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2017 | Jun. 30, 2016 | |
Cash Flows from Operating Activities: | ||
Net income | $ 13,773 | $ 20,570 |
Adjustments to reconcile net income to net cash provided by operating activities: | ||
Depreciation expense, intangible asset and other amortization | 4,894 | 3,009 |
Stock-based compensation | 9,490 | 6,658 |
Excess tax benefit from stock-based compensation | 0 | (164) |
Amortization of deferred commissions | 1,072 | 1,365 |
Payments of deferred commissions | (1,389) | (921) |
Equity in earnings of equity method investments | (679) | (201) |
Realized gain on sale of equity method investment | 0 | (2,883) |
Sales of trading securities, net | 5,558 | 11,122 |
Deferred taxes, net | (576) | 7,190 |
Changes in operating assets and liabilities: | ||
Accounts receivable, net and other assets | (7,359) | 576 |
Accrued compensation and benefits, accounts payable, accrued liabilities and other liabilities | (22,465) | (25,430) |
Operating activities of consolidated investment products (CIP): | ||
Net cash provided by operating activities | 54,632 | 51,945 |
Cash Flows from Investing Activities: | ||
Capital expenditures | (678) | (1,093) |
Proceeds from sale of equity method investment | 0 | 8,621 |
Equity method investment contributions | 0 | (759) |
Acquisition of business (cash paid $471.4 million, less cash acquired $77.6 million) | (393,784) | 0 |
Purchases of available-for-sale securities | (130) | (121) |
Net cash (used in) provided by investing activities | (389,126) | 6,751 |
Cash Flows from Financing Activities: | ||
Issuance of debt | 260,000 | 0 |
Repayments on credit facility and other debt | (30,271) | 0 |
Payment of deferred financing costs | (15,520) | 0 |
Proceeds from issuance of mandatory convertible preferred stock, net of issuance costs | 111,004 | 0 |
Proceeds from issuance of common stock, net of issuance costs | 109,487 | 0 |
Common stock dividends paid | (6,060) | (7,638) |
Preferred stock dividends paid | (2,084) | 0 |
Repurchases of common shares | 0 | (61,809) |
Proceeds from exercise of stock options | 86 | 400 |
Taxes paid related to net share settlement of restricted stock units | (3,029) | (1,332) |
Excess tax benefits from stock-based compensation | 0 | 164 |
Contributions of noncontrolling interests, net | 7,733 | 1,537 |
Net cash provided by financing activities | 430,846 | 91,590 |
Net increase in cash and cash equivalents | 96,352 | 150,286 |
Cash and cash equivalents, beginning of period | 82,687 | 97,384 |
Cash and Cash Equivalents, End of Period | 179,039 | 247,670 |
Non-Cash Investing Activities: | ||
Change in accrual for capital expenditures | (174) | 45 |
Non-Cash Financing Activities: | ||
Decrease to noncontrolling interest due to deconsolidation of consolidated investment products | 11,286 | (52,874) |
Stock issued for acquisition of business | 21,738 | 0 |
Contingent consideration for acquisition of business | 51,690 | 0 |
Common stock dividends payable | 3,248 | 3,473 |
Preferred stock dividends payable | 2,084 | 0 |
Accrued stock issuance costs | 334 | 0 |
Consolidated entity excluding consolidated investment products | ||
Adjustments to reconcile net income to net cash provided by operating activities: | ||
Realized and unrealized (gains) losses on trading securities, net | (1,584) | 260 |
Cash Flows from Financing Activities: | ||
Cash and cash equivalents, beginning of period | 64,588 | |
Cash and Cash Equivalents, End of Period | 127,571 | |
Consolidated investment products | ||
Adjustments to reconcile net income to net cash provided by operating activities: | ||
Realized and unrealized (gains) losses on trading securities, net | (2,879) | (6,364) |
Operating activities of consolidated investment products (CIP): | ||
Purchases of investments by CIP | (150,500) | (334,459) |
Sales of investments by CIP | 205,347 | 356,437 |
Net purchases of short term investments by CIP | 265 | 6,515 |
Sales (purchases) of securities sold short by CIP, net | 153 | (4,455) |
Change in cash pledged or on deposit of CIP | 130 | 9,582 |
Change in other assets of CIP | 1,589 | (585) |
Change in liabilities of CIP | (208) | 404 |
Amortization of discount on notes payable of CIP | 0 | 3,719 |
Cash Flows from Investing Activities: | ||
Change in cash and cash equivalents of consolidated investment products due to consolidation, net | 5,466 | 103 |
Cash Flows from Financing Activities: | ||
Repayment of debt of CIP | 0 | (156,012) |
Proceeds from issuance of notes payable by CIP | 0 | 316,280 |
Repayment of notes payable by CIP | (500) | $ 0 |
Cash and cash equivalents, beginning of period | 18,099 | |
Cash and Cash Equivalents, End of Period | $ 51,468 |
Condensed Consolidated Stateme8
Condensed Consolidated Statements of Cash Flows (Parenthetical) $ in Millions | 6 Months Ended |
Jun. 30, 2017USD ($) | |
Statement of Cash Flows [Abstract] | |
Acquisition of business, cash paid | $ (471.4) |
Acquisition of business, cash acquired | $ 77.6 |
Condensed Consolidated Stateme9
Condensed Consolidated Statements of Changes in Equity - USD ($) $ in Thousands | Total | Series D convertible preferred stock | Common Stock | Preferred StockSeries D convertible preferred stock | Additional Paid-in Capital | Accumulated Deficit | Accumulated Other Comprehensive Income (Loss) | Treasury Stock | Total Attributed To Stockholders | Total Attributed To StockholdersSeries D convertible preferred stock | Non- controlling Interests |
Beginning Balance (in shares) at Dec. 31, 2015 | 8,398,944 | 0 | 1,214,144 | ||||||||
Beginning Balance at Dec. 31, 2015 | $ 509,457 | $ 96 | $ 0 | $ 1,140,875 | $ (472,614) | $ (1,034) | $ (157,699) | $ 509,624 | $ (167) | ||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||
Net income | 20,451 | 20,451 | 20,451 | ||||||||
Net unrealized gain (loss) on securities available-for-sale | 281 | 281 | 281 | ||||||||
Foreign currency translation adjustments | 569 | 569 | 569 | ||||||||
Cash dividends declared | (7,452) | (7,452) | (7,452) | ||||||||
Repurchases of common shares | (62,139) | $ (6) | (47,133) | $ (15,000) | (62,139) | ||||||
Repurchases of common shares (in shares) | (732,713) | (176,204) | |||||||||
Issuance of common shares related to employee stock transactions (in shares) | 51,832 | ||||||||||
Issuance of common shares related to employee stock transactions | 964 | $ 1 | 963 | 964 | |||||||
Taxes paid on stock-based compensation | (1,332) | (1,332) | (1,332) | ||||||||
Stock-based compensation | 6,620 | 6,620 | 6,620 | ||||||||
Tax deficiencies from stock-based compensation | (1,313) | (1,313) | (1,313) | ||||||||
Ending Balance (in shares) at Jun. 30, 2016 | 7,718,063 | 0 | 1,390,348 | ||||||||
Ending Balance at Jun. 30, 2016 | 466,106 | $ 91 | $ 0 | 1,091,228 | (452,163) | (184) | $ (172,699) | 466,273 | (167) | ||
Beginning Balance at Dec. 31, 2015 | 73,864 | ||||||||||
Increase (Decrease) in Redeemable Non-controlling Interests [Roll Forward] | |||||||||||
Net income (loss) | 119 | ||||||||||
Activity of noncontrolling interests, net | (46,838) | ||||||||||
Ending Balance at Jun. 30, 2016 | 27,145 | ||||||||||
Beginning Balance (in shares) at Dec. 31, 2016 | 5,889,013 | 0 | 3,230,045 | ||||||||
Beginning Balance at Dec. 31, 2016 | 321,673 | $ 91 | $ 0 | 1,090,331 | (424,279) | (224) | $ (344,246) | 321,673 | 0 | ||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||
Cumulative effect adjustment for adoption of ASU 2016-09 | 1,051 | 1,051 | 1,051 | ||||||||
Net income | 12,722 | 12,722 | 12,722 | ||||||||
Net unrealized gain (loss) on securities available-for-sale | 134 | 134 | 134 | ||||||||
Foreign currency translation adjustments | 2 | 2 | 2 | ||||||||
Activity of noncontrolling interests, net | 15,731 | 15,731 | |||||||||
Issuance of stock, net of offering costs (in shares) | 1,046,500 | 1,150,000 | |||||||||
Issuance of stock, net of offering costs | 109,320 | $ 110,837 | $ 10 | $ 110,837 | 109,310 | 109,320 | $ 110,837 | ||||
Dividends | (4,168) | (4,168) | (4,168) | ||||||||
Issuance of common stock for acquisition of business (in shares) | 213,669 | ||||||||||
Issuance of common stock for acquisition of business | 21,740 | $ 2 | 21,738 | 21,740 | |||||||
Cash dividends declared | (6,670) | (6,670) | (6,670) | ||||||||
Issuance of common shares related to employee stock transactions (in shares) | 68,726 | ||||||||||
Issuance of common shares related to employee stock transactions | 817 | $ 1 | 816 | 817 | |||||||
Taxes paid on stock-based compensation | (3,029) | (3,029) | (3,029) | ||||||||
Stock-based compensation | 9,173 | 9,173 | 9,173 | ||||||||
Ending Balance (in shares) at Jun. 30, 2017 | 7,217,908 | 1,150,000 | 3,230,045 | ||||||||
Ending Balance at Jun. 30, 2017 | 589,333 | $ 104 | $ 110,837 | $ 1,217,501 | $ (410,506) | $ (88) | $ (344,246) | $ 573,602 | $ 15,731 | ||
Beginning Balance at Dec. 31, 2016 | 37,266 | ||||||||||
Increase (Decrease) in Redeemable Non-controlling Interests [Roll Forward] | |||||||||||
Net income (loss) | 1,051 | ||||||||||
Activity of noncontrolling interests, net | 19,019 | ||||||||||
Ending Balance at Jun. 30, 2017 | $ 57,336 |
Condensed Consolidated Statem10
Condensed Consolidated Statements of Changes in Equity (Parenthetical) - $ / shares | May 19, 2017 | Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 |
Statement of Stockholders' Equity [Abstract] | |||||
Cash dividends declared per common share (in $ per share) | $ 0.45 | $ 0.45 | $ 0.45 | $ 0.90 | $ 0.90 |
Cash dividends declared per preferred share (in $ per share) | $ 1.8125 | $ 1.81 | $ 0 | $ 3.625 | $ 0 |
Organization and Business
Organization and Business | 6 Months Ended |
Jun. 30, 2017 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization and Business | Organization and Business Virtus Investment Partners, Inc. (“the Company,” “we,” “us,” “our,” or “Virtus”), a Delaware corporation, operates in the investment management industry through its subsidiaries. The Company provides investment management and related services to individuals and institutions. The Company’s retail investment management services are provided to individuals through products consisting of U.S. 1940 Act mutual funds and Undertaking for Collective Investment in Transferable Securities ("UCITS") (collectively, "open end funds"), closed-end funds, exchange traded funds (“ETFs”) and retail separate accounts. Institutional investment management services are provided to corporations, multi-employer retirement funds, employee retirement systems, foundations, endowments, structured products and as a subadviser to unaffiliated mutual funds. On June 1, 2017, the Company completed the acquisition of RidgeWorth Investments ("RidgeWorth"), which provides investment management and related services to clients throughout North America, Europe and Asia. See Note 3 for further discussion of the RidgeWorth acquisition. |
Basis of Presentation and Signi
Basis of Presentation and Significant Accounting Policies | 6 Months Ended |
Jun. 30, 2017 | |
Accounting Policies [Abstract] | |
Basis of Presentation and Significant Accounting Policies | Basis of Presentation and Significant Accounting Policies Basis of Presentation The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information. Accordingly, they do not include all of the information and notes required by GAAP for complete financial statements. In the opinion of management, these financial statements contain all adjustments, consisting only of normal recurring adjustments, necessary for a fair statement of the Company’s financial condition and results of operations. Operating results for the six months ended June 30, 2017 are not necessarily indicative of the results that may be expected for the year ending December 31, 2017 . The Company has reclassified certain amounts in prior-period financial statements to conform to the current period's presentation. As a result of the overall increase of consolidated investment products and the decrease in consolidated sponsored investment products during the quarter, the Company has combined these categories under the caption "consolidated investment products" and accordingly reclassified prior presentations. Further, the Company has reclassified its prior net presentation of purchases and sales of investments by its consolidated sponsored investments products and its consolidated investment product in the Condensed Consolidated Statement of Cash Flows for the six months ended June 30, 2016 to conform with the current year presentation of showing such purchases and sales as separate line items within the cash flows from operating activities. The reclassifications had no impact on the net cash provided by or used in operating, investing or financing activities within the Condensed Consolidated Statement of Cash Flows, nor any impact on the other Condensed Consolidated Financial Statements. These unaudited Condensed Consolidated Financial Statements should be read in conjunction with the audited consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2016 filed with the Securities and Exchange Commission. The Company’s significant accounting policies, which have been consistently applied, are summarized in its 2016 Annual Report on Form 10-K. New Accounting Standards Implemented The Company adopted Accounting Standards Update ("ASU") 2016-09, Improvements to Employee Share-Based Payment Accounting ("ASU 2016-09"), on January 1, 2017. This standard makes several modifications to the accounting for forfeitures and employer tax withholdings on share-based compensation as well as the financial statement presentation of excess tax benefits or deficiencies. ASU 2016-09 also clarifies the statement of cash flows presentation of certain components of share-based awards. Upon adoption, the Company recorded a $1.1 million cumulative effect adjustment to retained earnings for excess tax benefits that were not previously recognized because the related tax deduction had not reduced current taxes payable. The Company elected to adopt all provisions impacting the Condensed Consolidated Statements of Operations and Cash Flows prospectively. The Company adopted ASU 2016-07, Investments - Equity Method and Joint Ventures (Topic 232): Simplifying the Transition to the Equity Method of Accounting, on January 1, 2017 . This standard eliminates the requirement that, when an existing cost method investment qualifies for use of the equity method, a reporting entity must restate its historical financial statements, as if the equity method had been used during all previous periods. Under the new guidance, at the point an investment qualifies for the equity method, any unrealized gain or loss in accumulated other comprehensive income/(loss) would be recognized through earnings. The adoption of this standard did not have a material impact on the Company's condensed consolidated financial statements. New Accounting Standards Not Yet Implemented In November 2016, the Financial Accounting Standards Board ("FASB") issued ASU 2016-18, Statement of Cash Flows (Topic 230): Restricted Cash (“ASU 2016-18”). ASU 2016-18 requires the inclusion of restricted cash with cash and cash equivalents when reconciling the beginning and ending cash on the statement of cash flows. This standard is effective for annual periods beginning after December 15, 2018, and interim periods within fiscal years beginning after December 15, 2017. Early adoption is permitted. A reporting entity should apply this standard on a retrospective basis as of the beginning of the fiscal year for which the standard is effective. The Company is currently evaluating the potential impact of this standard on its consolidated financial statements. In August 2016, the FASB issued ASU 2016-15, Classification of Certain Cash Receipts and Cash Payments ("ASU 2016-15"), which clarifies the treatment of several cash flow activities. ASU 2016-15 also clarifies that when cash receipts and cash payments have aspects of more than one classification of cash flows and cannot be separated, classification will depend on the predominant source or use. This update is effective for annual periods beginning after December 15, 2017, and interim periods within those fiscal years. Early adoption is permitted. The Company is currently evaluating the potential impact of this standard on its consolidated financial statements. In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers ("ASU 2014-09"), which outlines a single comprehensive model for entities to use in accounting for revenue arising from contracts with customers, and, supersedes most current revenue recognition guidance, including industry-specific guidance. ASU 2014-09 was originally effective for fiscal years, and interim periods within those years, beginning after December 15, 2016. In August 2015, the FASB issued ASU 2015-14, which deferred the effective date of ASU 2014-09 by one year or for periods beginning after December 15, 2017. Adoption of the standard requires either a retrospective or a modified retrospective approach to adoption, and early adoption is permitted as of the original effective date. The core principle of the model is that revenue is recognized upon the transfer of promised goods or services to customers in an amount that reflects the expected consideration to be received for the goods or services. The guidance also changes the accounting for certain contract costs and revises the criteria for determining if an entity is acting as a principal or agent in certain arrangements. This update is effective for annual periods beginning after December 15, 2017, and interim periods within those fiscal years . The Company's implementation assessment includes the identification of revenue within the scope of the guidance, as well as the evaluation of revenue contracts, and it is also evaluating the presentation of certain revenue-related costs on a gross versus net basis and related disclosures of revenue. Although the Company is still evaluating the impact of ASU 2014-09, it has not identified material changes in the timing of revenue recognition. In March 2016, the FASB issued ASU 2016-08, Principal Versus Agent Considerations (Reporting Revenue Gross Versus Net) , which amends the principal-versus-agent implementation guidance in ASU 2014-09, Revenue from Contracts with Customers, discussed above. The new guidance will impact whether an entity reports revenue on a gross or net basis. The Company is currently evaluating the potential impact of adopting this standard on its consolidated financial statements, which is effective for the Company in conjunction with the adoption of ASU 2014-09. In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842) ("ASU 2016-02") . The standard replaces current codification Topic 840 with updated guidance on accounting for leases and requires a lessee to recognize assets and liabilities arising from an operating lease on the balance sheet, whereas previous guidance did not require lease assets and liabilities to be recognized for most leases. Furthermore, this standard permits companies to make an accounting policy election to not recognize lease assets and liabilities for leases with a term of 12 months or less. For both finance leases and operating leases, the lease liability should be initially measured at the present value of the lease payments. The recognition, measurement and presentation of expenses and cash flows arising from a lease by a lessee will not significantly change under this new guidance. ASU 2016-02 is effective for fiscal years beginning after December 15, 2018 and interim periods therein. Early adoption is permitted. The Company is currently evaluating the potential impact of this standard on its consolidated financial statements but expects to record a right-of-use asset and a related lease obligation in the Company's consolidated balance sheet upon adoption. In January 2016, the FASB issued ASU No. 2016-01, Recognition and Measurement of Financial Assets and Financial Liabilities ("ASU 2016-01"), which requires all equity investments (other than those accounted for under the equity method) to be measured at fair value with changes in the fair value recognized through net income. ASU 2016-01 is effective for fiscal years beginning after December 15, 2017 and interim periods therein. Early adoption is not permitted. The Company is currently evaluating the impact of this standard on its consolidated financial statements with respect to equity investments that currently report changes in fair value as a component of accumulated other comprehensive income in equity attributable to stockholders. Comprehensive income, net of tax, with respect to these equity investments was $0.2 million for the year ended December 31, 2016. In January 2017, the FASB issued ASU No. 2017-01, Business Combinations: Clarifying the Definition of a Business ("ASU 2017-01"). The standard clarifies the definition of a business and adds guidance to assist entities when evaluating whether transactions should be accounted for as acquisitions or disposals of assets or as businesses. The standard provides a screen to determine whether a set of assets and activities qualifies as a business or as a set of assets. ASU 2017-01 is effective for fiscal years and interim periods within those years beginning after December 15, 2017. The standard requires a prospective approach to adoption, and early adoption is only permitted for specific transactions. The Company is currently evaluating the impact of this standard on its consolidated financial statements. In January 2017, the FASB issued ASU No. 2017-04, Intangibles - Goodwill and Other: Simplifying the Test for Goodwill Impairment ("ASU 2017-04"). ASU 2017-04 requires that an entity perform its goodwill impairment test by comparing the fair value of a reporting unit with its carrying amount. An entity will recognize an impairment charge for the amount by which the carrying amount exceeds the reporting unit’s fair value, but the loss cannot exceed the total amount of goodwill allocated to the reporting unit. ASU 2017-04 is effective for fiscal years and interim periods within those years beginning after December 15, 2019. The amendments require a prospective approach to adoption and early adoption is permitted for interim or annual goodwill impairment tests. The Company is currently evaluating the impact of this standard on its consolidated financial statements. |
Business Combination
Business Combination | 6 Months Ended |
Jun. 30, 2017 | |
Business Combinations [Abstract] | |
Business Combination | Business Combination On June 1, 2017, the Company completed the acquisition of RidgeWorth (the "Acquisition"), a multi-boutique asset manager with approximately $40.1 billion in assets under management ("AUM"), including $35.7 billion in long term AUM. The Acquisition significantly increased AUM, and provided a wider range of strategies for institutional and individual investors, and broader distribution and client service resources. Total purchase price of the Acquisition was $547.1 million , comprising $485.2 million for the business and $61.9 million for certain balance sheet investments. At the closing, the Company paid $471.4 million in cash, issued 213,669 shares of the Company's common stock with a value of $21.7 million based on a stock price of $101.76 , and recorded $51.7 million in contingent consideration and $2.3 million in deferred cash consideration. The conditions for the $51.7 million of contingent consideration were met as of June 30, 2017, and the Company expects to pay this amount during the fourth quarter of 2017. The total purchase price is subject to finalization of agreed upon working capital levels for the acquired business, which is expected to be completed by the end of the year. The Company accounted for the acquisition in accordance with ASC 805, Business Combinations. Accordingly, the purchase price was allocated to the assets acquired and liabilities assumed based upon their estimated fair values at the date of the Acquisition. Given the timing of this transaction and complexity of the purchase accounting, our estimate of the fair value adjustment specific to the acquired intangible assets and final tax positions is preliminary. We intend to finalize the accounting for these items as soon as reasonably possible. The Company may adjust the preliminary purchase price allocation, as necessary, during the measurement period of up to one year after the closing date as it obtains more information as to facts and circumstances existing as of the acquisition date. The excess purchase price over the estimated fair values of assets acquired and liabilities and non-controlling interests assumed of $164.4 million was recorded as goodwill. As of June 30, 2017, $123.0 million of the goodwill is expected to be deductible for tax purposes. It is anticipated that the $51.7 million of contingent consideration will be allocated to goodwill when settled, which we expect will be tax deductible. The following table summarizes the initial estimate of amounts of identified acquired assets and liabilities assumed as of the acquisition date: June 1, 2017 ($ in thousands) Assets: Cash and cash equivalents 39,343 Investments 5,516 Accounts receivable 19,941 Assets of consolidated investment products ("CIP") Cash and cash equivalents of CIP 38,261 Investments of CIP 902,493 Other assets of CIP 21,158 Furniture, equipment and leasehold improvements 5,505 Intangible assets 275,700 Goodwill 164,382 Deferred taxes, net 5,573 Other assets 3,003 Total Assets 1,480,875 Liabilities Accrued compensation and benefits 18,263 Accounts payable and accrued liabilities 11,938 Other liabilities 2,601 Liabilities of consolidated investment products ("CIP") Notes payable of CIP 770,160 Securities purchased payable and other liabilities of CIP 115,100 Noncontrolling Interests of CIP 15,731 Total Liabilities & Noncontrolling Interests 933,793 Total Net Assets Acquired 547,082 Identifiable Intangible Assets Acquired In connection with the allocation of the purchase price, we identified indefinite-lived trade names with an estimated fair value of $8.7 million as well as the following definite-lived intangible assets: June 1, 2017 Approximate Fair Value Weighted Average of Useful Life ($ in thousands) Mutual Fund Investment Contracts 189,200 16.0 years Institutional and Retail Separate Account Investment Contracts 77,000 10.4 years Trademarks/Trade Names $ 800 10.0 years Total Finite-Lived Intangible Assets $ 267,000 Acquired Business For the three months ended June 30, 2017, the Company incurred $16.3 million in transaction and integration costs associated with the acquisition comprised of $8.6 million in severance charges, $5.6 million of other operating expenses, and $2.1 million in employment expenses. Income of the acquired business subsequent to the effective closing date of the Acquisition of June 1, 2017 within the quarter ended June 30, 2017, was as follows: One Month Ended June 30, 2017 ($ in thousands) Total Revenues 11,536 Restructuring and severance 8,396 All other operating expenses 8,564 Operating Loss (5,424 ) Loss Before Income Taxes (5,398 ) The following Unaudited Pro Forma Condensed Consolidated Results of Operations are provided for illustrative purposes only and assume that the acquisition occurred on January 1, 2016. The unaudited pro forma information also reflects adjustment for transaction and integration expenses as if the transaction had been consummated on January 1, 2016. This unaudited information should not be relied upon as being indicative of historical results that would have been obtained if the acquisition had occurred on that date, nor of the results that may be obtained in the future. Three Months Ended June 30, Six Months Ended June 30, 2017 2016 2017 2016 ($ in thousands, except per share amounts) Total Revenues $ 119,803 $ 115,713 $ 237,395 $ 231,081 Net (Loss) Income Attributable to Common Stockholders $ (2,724 ) $ (1,124 ) $ 9,982 $ 6,503 Basic EPS $ (0.39 ) $ (0.13 ) $ 1.47 $ 1.26 Diluted EPS $ (0.39 ) $ (0.13 ) $ 1.42 $ 0.75 |
Intangible Assets, Net
Intangible Assets, Net | 6 Months Ended |
Jun. 30, 2017 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible Assets, Net | Intangible Assets, Net Intangible assets, net are summarized as follows: June 30, 2017 December 31, 2016 ($ in thousands) Definite-lived intangible assets: Investment contracts $ 425,747 $ 158,747 Accumulated amortization (157,182 ) (155,136 ) Definite-lived intangible assets, net 268,565 3,611 Indefinite-lived intangible assets 43,516 34,816 Total intangible assets, net $ 312,081 $ 38,427 Activity in intangible assets, net is as follows: Six Months Ended June 30, 2017 2016 ($ in thousands) Intangible assets, net Balance, beginning of period $ 38,427 $ 40,887 Additions (1) 275,700 — Amortization (2,046 ) (1,254 ) Balance, end of period $ 312,081 $ 39,633 (1) - See Note 3 for details on the acquired intangible assets related to the Acquisition. |
Investments
Investments | 6 Months Ended |
Jun. 30, 2017 | |
Investments Schedule [Abstract] | |
Investments | Investments Marketable securities consist primarily of investments in the Company's sponsored mutual funds, excluding the investments in consolidated investment products discussed in Note 15. Other investments consist primarily of an investment held in a collateralized loan obligation. At June 30, 2017 and December 31, 2016 , the Company's investments were as follows: June 30, 2017 December 31, 2016 ($ in thousands) Marketable securities $ 72,162 $ 74,907 Equity method investments 11,004 7,731 Nonqualified retirement plan assets 6,396 5,808 Other investments 3,834 925 Total investments $ 93,396 $ 89,371 Marketable Securities The Company’s marketable securities consist of both trading and available-for-sale securities. The composition of the Company’s marketable securities is summarized as follows: June 30, 2017 Cost Unrealized Loss Unrealized Gain Fair Value ($ in thousands) Trading: Sponsored funds $ 56,235 $ (1,115 ) $ 540 $ 55,660 Equity securities 10,969 — 1,771 12,740 Available-for-sale: Sponsored closed-end funds 3,630 (220 ) 352 3,762 Total marketable securities $ 70,834 $ (1,335 ) $ 2,663 $ 72,162 December 31, 2016 Cost Unrealized Loss Unrealized Gain Fair Value ($ in thousands) Trading: Sponsored funds $ 61,784 $ (1,942 ) $ 177 $ 60,019 Equity securities 10,578 — 895 11,473 Available-for-sale: Sponsored closed-end funds 3,500 (265 ) 180 3,415 Total marketable securities $ 75,862 $ (2,207 ) $ 1,252 $ 74,907 For the three and six months ended June 30, 2017 , the Company recognized net realized losses of $(1.8) million and $ (1.9) million , respectively, on trading securities. For the three and six months ended June 30, 2016 , the Company recognized a net realized gain of $0.2 million and a net realized loss of $ (0.2) million , respectively, on trading securities. |
Fair Value Measurements
Fair Value Measurements | 6 Months Ended |
Jun. 30, 2017 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Fair Value Measurements The Company’s assets and liabilities measured at fair value on a recurring basis, excluding the assets and liabilities of consolidated investment products, which are separately discussed in Note 15, as of June 30, 2017 and December 31, 2016 by fair value hierarchy level were as follows: June 30, 2017 Level 1 Level 2 Level 3 Total ($ in thousands) Assets Cash equivalents $ 73,434 $ — $ — $ 73,434 Marketable securities trading: Sponsored funds 55,660 — — 55,660 Equity securities 12,740 — — 12,740 Marketable securities available-for-sale: Sponsored closed-end funds 3,762 — — 3,762 Other investments: Investment in collateralized loan obligation — — 2,909 2,909 Nonqualified retirement plan assets 6,396 — — 6,396 Total assets measured at fair value $ 151,992 $ — $ 2,909 $ 154,901 December 31, 2016 Level 1 Level 2 Level 3 Total ($ in thousands) Assets Cash equivalents $ 48,620 $ — $ — $ 48,620 Marketable securities trading: Sponsored funds 60,019 — — 60,019 Equity securities 11,473 — — 11,473 Marketable securities available-for-sale: Sponsored closed-end funds 3,415 — — 3,415 Other investments Nonqualified retirement plan assets 5,808 — — 5,808 Total assets measured at fair value $ 129,335 $ — $ — $ 129,335 The following is a discussion of the valuation methodologies used for the Company’s assets measured at fair value: Cash equivalents represent investments in money market funds. Cash investments in actively traded money market funds are valued using published net asset values and are classified as Level 1. Sponsored funds represent investments in open-end mutual funds and closed-end funds for which the Company acts as the investment manager. The fair value of open-end mutual funds is determined based on their published net asset values and are categorized as Level 1. The fair value of closed-end funds is determined based on the official closing price on the exchange on which they are traded and are categorized as Level 1. Equity securities include securities traded on active markets and are valued at the official closing price (typically last sale or bid) on the exchange on which they are primarily traded and are categorized as Level 1. Investment in collateralized loan obligations is measured at fair value based on independent broker pricing and is categorized as Level 3. Nonqualified retirement plan assets represent open-end mutual funds within a nonqualified retirement plan whose fair value is determined based on their published net asset value and are categorized as Level 1. Cash, accounts receivable, accounts payable, and accrued liabilities equal or approximate fair value based on the short-term nature of these instruments. Transfers into and out of levels are reflected when: (1) significant inputs used for the fair value measurement, including market inputs or performance attributes, become observable or unobservable; (2) when the Company determines it has the ability, or no longer has the ability, to redeem, in the near term, certain investments that the Company values using a net asset value; or (3) if the book value no longer represents fair value. There were no transfers between levels during the three and six months ended June 30, 2017 and 2016 . The following table is a reconciliation of assets for Level 3 investments for which significant unobservable inputs were used to determine fair value. Three Months Ended June 30, Six Months Ended June 30, ($ in thousands) 2017 2016 2017 2016 Level 3 Investments (a) Balance at beginning of period $ — $ — $ — $ — Acquired in business combination 2,916 — 2,916 — Change in unrealized (loss), net 7 — 7 — Balance at end of period $ 2,923 $ — $ 2,923 $ — (a) The investments that are categorized as Level 3 were valued utilizing third-party pricing information without adjustment. |
Equity Transactions
Equity Transactions | 6 Months Ended |
Jun. 30, 2017 | |
Equity [Abstract] | |
Equity Transactions | Equity Transactions During the six months ended June 30, 2017, the Company issued 1,150,000 shares of 7.25% mandatory convertible preferred stock ("MCPS") in a public offering, which included the exercise of the underwriters' over-allotment option, for net proceeds of $111.0 million , after underwriting discounts, commissions and other offering expenses. During the same period the Company also issued 1,260,169 shares of common stock consisting of: 1) 1,046,500 shares of common stock in a public offering, which included the exercise of the underwriters' over-allotment option, for net proceeds of $109.5 million , after underwriting discounts, commissions and other offering expenses; and 2) 213,669 shares of the Company's common stock as part of the consideration for the acquisition of RidgeWorth. See Note 3 for further discussion of the Acquisition. The MCPS has a liquidation preference of $100.00 per share. Unless converted earlier, each share of MCPS will convert automatically on February 1, 2020 (the "mandatory conversion date") into between 0.7576 and 0.9091 shares of common stock, subject to customary anti-dilution adjustments. The number of shares of common stock issuable upon conversion will be determined based on the average volume-weighted price per share of the Company's common stock over the 20 consecutive trading day period beginning on, and including, the 22nd scheduled trading day immediately preceding the mandatory conversion date. Each share of MCPS can be converted prior to the mandatory conversion date, at the option of the holder, at the minimum conversion rate of 0.7576 or at specified rate, in the event of a fundamental change as defined in the certificate of designations of the MCPS. Dividends on the MCPS will be payable on a cumulative basis when, as and if declared by the Company's Board of Directors, at an annual rate of 7.25% on the liquidation preference of $100.00 per share. If declared, these dividends will be paid in cash, or, subject to certain limitations, in shares of common stock (or a combination thereof) on February 1, May 1, August 1, and November 1 of each year, continuing to, and including, February 1, 2020. On May 19, 2017, the Company declared a quarterly cash dividend of $0.45 per common share to be paid on August 14, 2017 to shareholders of record at the close of business on July 31, 2017. The Company also declared a quarterly cash dividend of $1.8125 per share on the Company's 7.25% MCPS to be paid on August 1, 2017 to shareholders of record at the close of business on July 15, 2017. The Company did not make any share repurchases during the six months ended June 30, 2017 . As of June 30, 2017 , there were 200,000 shares available to be repurchased of a total of 3,430,045 shares of Company common stock that had been approved by the Company's Board of Directors. Under the terms of the program, the Company may repurchase shares of its common stock from time to time at its discretion through open market repurchases, privately negotiated transactions and/or other mechanisms, depending on price and prevailing market and business conditions. The program, which has no specified term, may be suspended or terminated at any time. |
Accumulated Other Comprehensive
Accumulated Other Comprehensive Income (Loss) | 6 Months Ended |
Jun. 30, 2017 | |
Equity [Abstract] | |
Accumulated Other Comprehensive Income (Loss) | Accumulated Other Comprehensive Income (Loss) The changes in accumulated other comprehensive income (loss) by component for the six months ended June 30, 2017 and 2016 were as follows: Unrealized Gains and (Losses) on Securities Available-for- Sale Foreign ($ in thousands) Balance December 31, 2016 $ (224 ) $ — Unrealized net gains on securities available-for-sale, net of tax of $(83) 134 — Foreign currency translation adjustments — 2 Amounts reclassified from accumulated other comprehensive income — — Net current-period other comprehensive income 134 2 Balance June 30, 2017 $ (90 ) $ 2 Unrealized Gains and (Losses) on Securities Available-for- Sale Foreign Currency Translation Adjustments ($ in thousands) Balance December 31, 2015 $ (465 ) $ (569 ) Unrealized net gains on securities available-for-sale, net of tax of $(171) 281 — Foreign currency translation adjustments, net of tax of $(348) — 569 Amounts reclassified from accumulated other comprehensive income — — Net current-period other comprehensive income 281 569 Balance June 30, 2016 $ (184 ) $ — |
Stock-Based Compensation
Stock-Based Compensation | 6 Months Ended |
Jun. 30, 2017 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Stock-Based Compensation | Stock-Based Compensation The Company's Amended and Restated Omnibus Incentive and Equity Plan (the “Plan”) provides for the grant of equity-based awards, including restricted stock units (“RSUs”), stock options and unrestricted shares of common stock. As of June 30, 2017 , a maximum of 2,400,000 shares of common stock were authorized for issuance under the Plan and 498,505 shares remained available for issuance. Shares that are issued upon exercise of stock options and vesting of RSUs are newly issued shares from the Plan and are not issued from treasury stock. Restricted Stock Units Each RSU entitles the holder to one share of common stock when the restriction expires. RSUs generally have a term of one to three years and may be time-vested or performance-contingent. The fair value of each RSU is estimated using the intrinsic value method, which is based on the fair market value price on the date of grant unless it contains a performance metric that is considered a market condition. RSUs that contain a market condition are valued using a simulation valuation model. RSU activity for the six months ended June 30, 2017 is summarized as follows: Number of Shares Weighted Average Grant Date Fair Value Outstanding at December 31, 2016 302,824 $ 111.56 Granted 272,399 $ 107.31 Forfeited (28,776 ) $ 121.18 Settled (68,930 ) $ 138.35 Outstanding at June 30, 2017 477,517 $ 104.69 For the six months ended June 30, 2017 and 2016 , a total of 28,444 and 17,333 RSUs, respectively, were withheld by the Company as a result of net share settlements to settle minimum employee tax withholding obligations. The Company paid $3.0 million and $1.3 million for the six months ended June 30, 2017 and 2016 , respectively, in minimum employee tax withholding obligations related to RSUs withheld. These net share settlements had the effect of share repurchases by the Company as they reduced the number of shares that would have been otherwise issued as a result of the vesting. During the six months ended June 30, 2017 , the Company granted 87,458 RSUs which contain performance-based metrics in addition to a service condition (Performance Share Units or "PSUs"). Compensation expense for these PSUs is recognized over the three -year service period based upon the value determined using a combination of the intrinsic value method, for awards that contain a performance metric that represents a "performance condition" in accordance with ASC 718, and the Monte Carlo simulation valuation model, for awards under the performance metric that represents a "market condition" under ASC 718. Compensation expense for the awards that contain a market condition is fixed at the date of grant and will not be adjusted in future periods based upon the achievement of the market condition. Compensation expense for the awards with a performance condition is recorded each period based upon a probability assessment of the expected outcome of the performance metric with a final adjustment upon the final outcome. For the six months ended June 30, 2017 , total stock-based compensation expense was $2.2 million for these PSUs. On June 1, 2017, the Company also granted 35,148 PSUs and 65,561 RSUs to certain RidgeWorth employees in connection with the Acquisition in order to replace incentives that were in place prior to the Acquisition. The PSUs will vest if certain performance measures are met over a five -year period, with the ability for accelerated vesting if those same conditions are met by year four . The RSUs contain only a service condition and will vest over four years beginning with year two. For the six months ended June 30, 2017 , total stock-based compensation expense was $0.2 million for these PSUs and RSUs. The Company recognized total stock compensation expense of $9.5 million and $6.7 million , for the six months ended June 30, 2017 and 2016, respectively. As of June 30, 2017 , unamortized stock-based compensation expense for unvested RSUs was $34.9 million , with a weighted-average remaining amortization period of 2.2 years. Stock Options Stock options generally cliff vest after three years and have a contractual life of 10 years. Stock options are granted with an exercise price equal to the fair market value of the shares at the date of grant. Stock option activity for the six months ended June 30, 2017 is summarized as follows: Number of Shares Weighted Average Exercise Price Outstanding at December 31, 2016 137,157 $ 17.77 Granted — $ — Exercised (26,149 ) $ 23.25 Forfeited — $ — Outstanding at June 30, 2017 111,008 $ 16.48 |
Restructuring and Severance
Restructuring and Severance | 6 Months Ended |
Jun. 30, 2017 | |
Restructuring and Related Activities [Abstract] | |
Restructuring and Severance | Restructuring and Severance During the six months ended June 30, 2017, the Company incurred $8.6 million in severance costs related to staff reductions in connection with the Acquisition and $0.3 million in severance costs related to the Company's outsourcing activities. Total unpaid severance and related charges as of June 30, 2017 was $8.1 million and is expected to be paid over the next twelve months . The Company expects to incur additional severance costs of approximately $0.7 million related to one-time termination benefits that are being earned over a transition period. |
Earnings per Share
Earnings per Share | 6 Months Ended |
Jun. 30, 2017 | |
Earnings Per Share [Abstract] | |
Earnings per Share | Earnings per Share Basic earnings per share (“EPS”) excludes dilution for potential common stock issuances and is computed by dividing net income available to common stockholders by the weighted-average number of common shares outstanding for the period. Diluted EPS reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock, including: (1) shares issuable upon the vesting of RSUs and common stock option exercises using the treasury stock method; and (2) shares issuable upon the conversion of the Company's MCPS, as determined under the if-converted method. For purposes of calculating diluted EPS, preferred stock dividends have been subtracted from net income (loss) in periods in which utilizing the if-converted method would be anti-dilutive. The computation of basic and diluted EPS is as follows: Three Months Ended June 30, Six Months Ended June 30, 2017 2016 2017 2016 ($ in thousands, except per share amounts) Net Income $ 28 $ 8,700 $ 13,773 $ 20,570 Noncontrolling interests (333 ) (612 ) (1,051 ) (119 ) Net (Loss) Income Attributable to Stockholders (305 ) 8,088 12,722 20,451 Preferred stock dividends (2,084 ) — (4,168 ) — Net (Loss) Income Attributable to Common Stockholders $ (2,389 ) $ 8,088 $ 8,554 $ 20,451 Shares (in thousands) : Basic: Weighted-average number of shares outstanding 7,064 8,170 6,804 8,257 Plus: Incremental shares from assumed conversion of dilutive instruments — 144 216 153 Diluted: Weighted-average number of shares outstanding 7,064 8,314 7,020 8,410 (Loss) Earnings per Share—Basic $ (0.34 ) $ 0.99 $ 1.26 $ 2.48 (Loss) Earnings per Share—Diluted $ (0.34 ) $ 0.97 $ 1.22 $ 2.43 The following table details the securities that have been excluded from the above computation of weighted-average number of shares for diluted EPS, because the effect would be anti-dilutive. Three Months Ended June 30, Six Months Ended June 30, 2017 2016 2017 2016 (in thousands) Restricted stock units and stock options 202 6 1 10 Preferred stock 1,037 — 859 — Total anti-dilutive securities 1,239 6 860 10 |
Income Taxes
Income Taxes | 6 Months Ended |
Jun. 30, 2017 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes In calculating the provision for income taxes, the Company uses an estimate of the annual effective tax rate based upon the facts and circumstances at each interim period. On a quarterly basis, the estimated annual effective tax rate is adjusted, as appropriate, based upon changes in facts and circumstances, if any, as compared to those forecasted at the beginning of the fiscal year and at each interim period thereafter. The provision for income taxes reflected U.S. federal, state and local taxes at an estimated effective tax rate of 31.4% and 39.9% for the six months ended June 30, 2017 and 2016 , respectively. The decrease in the estimated effective tax rate was primarily due to changes in the valuation allowances related to market adjustments on the Company’s marketable securities. For the three months ended June 30, 2017, a valuation allowance was established on a deferred tax asset associated with certain state net operating losses that could expire before being utilized. |
Debt
Debt | 6 Months Ended |
Jun. 30, 2017 | |
Debt Disclosure [Abstract] | |
Debt | Debt C redit Agreement On June 1, 2017, the Company entered into a new credit agreement ("Credit Agreement") comprised of (1) $260.0 million of seven -year term debt and (2) a $100.0 million five -year revolving credit facility. The Company's previous revolving credit facility was terminated. Amounts outstanding under the Credit Agreement bear interest at an annual rate equal to, at the option of the Company, either LIBOR (adjusted for reserves) for interest periods of one, two, three or six months (or, solely in the case of the revolving credit facility, if agreed to by each relevant Lender, twelve months or periods less than one month) (subject to a “floor” of 0% in the case of the revolving credit facility and 0.75% in the case of the term loan), or an alternate base rate, in either case plus an applicable margin. The applicable margins are initially set at 3.75% , in the case of LIBOR-based loans, and 2.75% , in the case of alternate base rate loans, and will, following the first delivery of certain financial reports required under the credit agreement, range from 3.50% to 3.75% , in the case of LIBOR-based loans, and 2.50% to 2.75% , in the case of alternate base rate loans, based on the secured net leverage ratio of the Company as of the last day of the preceding fiscal quarter, as reflected in such financial reports. Interest is payable quarterly in arrears with respect to alternate base rate loans and on the last day of each interest period with respect to LIBOR-based loans (but, in the case of any LIBOR-based loan with an interest period of more than three months, at three-month intervals). The obligations of the Company under the Credit Agreement are guaranteed by certain of its subsidiaries (the “Guarantors”) and secured by substantially all of the assets of the Company and the Guarantors, subject to customary exceptions. The Credit Agreement contains customary affirmative and negative covenants, including covenants that affect, among other things, the ability of the Company and its subsidiaries to incur additional indebtedness, create liens, merge or dissolve, make investments, dispose of assets, engage in sale and leaseback transactions, acquisition of shares of the Company's common stock, make distributions and dividends and pre-payments of junior indebtedness, engage in transactions with affiliates, enter into restrictive agreements, amend documentation governing junior indebtedness, modify its fiscal year or modify its organizational documents, subject to customary exceptions, thresholds, qualifications and “baskets.” In addition under the Credit Agreement the Company has a net leverage ratio covenant, defined as net debt divided by EBITDA, that is set as of June 30, 2017 at 2.5 :1 with scheduled reductions to 1.75 :1 over the next 18 months. Term Debt On June 1, 2017, the Company issued a $260.0 million first-lien term loan with a seven -year term ("Term Loan"). The Term Loan bears interest at a spread of LIBOR plus 3.75% (LIBOR floor of 0.75% ), reducing to LIBOR plus 3.50% at net leverage levels of less than 1.0 . The Term Loan, which was priced on March 2, 2017, had a delayed draw fee of $1.2 million between March 2, 2017 and the closing date of June 1, 2017. The Company borrowed the full $260.0 million under the Term Loan on June 1, 2017 to fund a portion of the purchase price of RidgeWorth and at June 30, 2017 , $260.0 million was outstanding. The Term Loan will amortize at the rate of 1.00% per annum payable in equal quarterly installments. In addition, the Term Loan will be mandatorily repaid with: (a) 50% of the Company’s excess cash flow on an annual basis, beginning with the fiscal year ended December 31, 2018, stepping down to 25% if the Company’s secured net leverage ratio, as measured at the end of each fiscal year beginning with the fiscal year ending December 31, 2018, declines below 1.0, and further stepping down to 0% if the Company’s secured net leverage ratio declines below 0.5; (b) the net proceeds of certain asset sales, casualty or condemnation events, subject to customary reinvestment rights; and (c) the proceeds of any indebtedness incurred other than indebtedness permitted to be incurred by the credit agreement. At any time, upon timely notice, the Company may terminate the Credit Agreement in full, reduce the commitment under the facility in minimum specified increments, or prepay the loans in whole or in part, subject to the payment of breakage fees with respect to LIBOR-based loans and, in the case of any term loans that are prepaid in connection with a “repricing transaction” occurring within the six-month period following the closing date, a 1.00% premium. Revolving Credit Facility On June 1, 2017, the Company also entered into a $100.0 million , five -year revolving credit facility ("Credit Facility") at a spread of LIBOR plus 3.75% (LIBOR floor is 0.00% ). At June 30, 2017 , no amounts were outstanding under the Credit Facility. The Company has the right, subject to customary conditions specified in the Credit Agreement, to request additional revolving credit facility commitments and additional term loans to be made under the Credit Agreement up to an aggregate amount equal to the sum of (x) $75.0 million and (y) an amount subject to a pro forma secured net leverage ratio of the Company of no greater than 1.75 to 1.00. Under the terms of the Credit Agreement, the Company is required to pay a quarterly commitment fee on the average unused amount of the revolving credit facility, which fee is initially set at 0.50% and will, following the first delivery of certain financial reports required under the Credit Agreement, range from 0.375% to 0.50% , based on the secured net leverage ratio of the Company as of the last day of the preceding fiscal quarter, as reflected in such financial reports. As a result of the new Credit Agreement, the Company's previous senior unsecured revolving credit facility and December 16, 2016 debt financing commitment were terminated. During the quarter ended June 30, 2017, the Company expensed approximately $1.1 million of unamortized deferred financing costs related to the previous senior unsecured revolving credit facility. |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Jun. 30, 2017 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies Legal Matters The Company is regularly involved in litigation and arbitration as well as examinations, inquiries and investigations by various regulatory bodies, including the Securities and Exchange Commission ("SEC"), involving its compliance with, among other things, securities laws, client investment guidelines, laws governing the activities of broker-dealers and other laws and regulations affecting its products and other activities. Legal and regulatory matters of this nature involve or may involve but are not limited to the Company’s activities as an employer, issuer of securities, investor, investment adviser, broker-dealer or taxpayer. In addition, in the normal course of business, the Company discusses matters with its regulators raised during regulatory examinations or is otherwise subject to their inquiry. These matters could result in censures, fines, penalties or other sanctions. The Company accrues for a liability when it is both probable that a liability has been incurred and the amount of the liability can be reasonably estimated. Significant judgment is required in both the determination of probability and the determination as to whether a loss is reasonably estimable. In addition, in the event the Company determines that a loss is not probable, but is reasonably possible, and it becomes possible to develop what the Company believes to be a reasonable range of possible loss, then the Company will include disclosures related to such matter as appropriate and in compliance with ASC 450, Loss Contingencies . The disclosures, accruals or estimates, if any, resulting from the foregoing analysis are reviewed at least quarterly and adjusted to reflect the impact of negotiations, settlements, rulings, advice of legal counsel and other information and events pertaining to a particular matter. Based on information currently available, available insurance coverage, indemnities and established reserves, the Company believes that the outcomes of its legal and regulatory proceedings are not likely, either individually or in the aggregate, to have a material adverse effect on the Company’s results of operations, cash flows or its consolidated financial condition. However, in the event of unexpected subsequent developments and given the inherent unpredictability of these legal and regulatory matters, the Company can provide no assurance that its assessment of any claim, dispute, regulatory examination or investigation or other legal matter will reflect the ultimate outcome and an adverse outcome in certain matters could, from time to time, have a material adverse effect on the Company’s results of operations or cash flows in particular quarterly or annual periods. In re Virtus Investment Partners, Inc. Securities Litigation; formerly Tom Cummins v. Virtus Investment Partners Inc. et al On February 20, 2015, a putative class action complaint alleging violations of certain provisions of the federal securities laws was filed by an individual shareholder against the Company and certain of the Company’s current officers (the “defendants”) in the United States District Court for the Southern District of New York (the "Court"). On April 21, 2015, three plaintiffs, including the original plaintiff, filed motions to be appointed lead plaintiffs and, on June 9, 2015, the Court appointed Arkansas Teachers Retirement System lead plaintiff. On August 21, 2015, the plaintiff filed a Consolidated Class Action Complaint (the “Consolidated Complaint”) amending the originally filed complaint, which was purportedly filed on behalf of all purchasers of the Company’s common stock between January 25, 2013 and May 11, 2015 (the “Class Period”). The Consolidated Complaint alleges that, during the Class Period, the defendants disseminated materially false and misleading statements and concealed material adverse facts relating to certain funds formerly subadvised by F-Squared Investments Inc. ("F-Squared"). The Consolidated Complaint alleges claims under Sections 10(b) and 20(a) of the Exchange Act, and Rule 10b-5. The plaintiff seeks to recover unspecified damages. A motion to dismiss the Consolidated Complaint was filed on behalf of the Company and the other defendants on October 21, 2015. On July 1, 2016, the Court entered an opinion and order granting in part, and denying in part, the motion to dismiss, narrowing Plaintiff's claims under Sections 10(b) and 20(a) of the Exchange Act and dismissing one of the defendants from the suit. The remaining defendants' Answer to the Consolidated Complaint was filed on August 5, 2016. Plaintiff's motion for class certification was granted on May 15, 2017. Fact discovery is completed, and expert discovery is ongoing. The Company believes that the suit is without merit and intends to defend it vigorously. The Company believes that there is not a material loss that is probable and reasonably estimable related to this claim. Mark Youngers v. Virtus Investment Partners, Inc. et al On May 8, 2015, a putative class action complaint alleging violations of certain provisions of the federal securities laws was filed in the United States District Court for the Central District of California (the "District Court") by an individual who alleges he is a former shareholder of one of the Virtus mutual funds formerly subadvised by F-Squared and formerly known as the AlphaSector Funds. The complaint alleges claims against the Company, certain of the Company’s officers and affiliates, and certain other parties (the “defendants”). The complaint was purportedly filed on behalf of purchasers of the AlphaSector Funds between May 8, 2010 and December 22, 2014, inclusive (the “Class Period”). The complaint alleges that, during the Class Period, the defendants disseminated materially false and misleading statements and concealed or omitted material facts necessary to make the statements made not misleading. On June 7, 2015, a group of three individuals, including the original plaintiff, filed a motion to be appointed lead plaintiff, and on July 27, 2015, the District Court appointed movants as lead plaintiff. On October 1, 2015, the plaintiffs filed a First Amended Class Action Complaint which, among other things, added a derivative claim for breach of fiduciary duty on behalf of Virtus Opportunities Trust. On October 19, 2015, the District Court entered an order transferring the action to the Southern District of New York (the "Court"). On January 4, 2016, the Plaintiffs filed a Second Amended Complaint. A motion to dismiss was filed on behalf of the Company and affiliated defendants on February 1, 2016. On July 1, 2016, the Court entered an opinion and order granting in part, and denying in part, the motion to dismiss. The Court dismissed four causes of action entirely and a fifth cause of action with respect to a portion of the Class Period. The Court also dismissed all claims against ten defendants named in the Complaint. The Court held that the Plaintiffs may pursue certain securities claims under Sections 10(b) and 20(a) of the Exchange Act and Section 12 of the Securities Act of 1933. The remaining defendants filed an Answer to the Second Amended Complaint on August 5, 2016. A Stipulation of Voluntary Dismissal of the claim under Section 12 of the Securities Act was filed on September 15, 2016. The defendants filed a motion to certify an interlocutory appeal of the July 1, 2016 order to the Court of Appeals for the Second Circuit on August 26, 2016. The motion was denied on January 6, 2017. Plaintiff's motion for class certification was denied on May 15, 2017. On July 28, 2017 Plaintiffs filed a motion seeking leave to amend their complaint to address deficiencies identified by the Court in its orders dismissing, in part, plaintiffs' Second Amended Complaint and denying class certification. Defendants' response is due on August 18, 2017, and a hearing on the motion is scheduled for September 7, 2017. The Company believes that the suit has no basis in law or fact and intends to defend it vigorously. The Company believes that there is not a material loss that is probable and reasonably estimable related to this claim. |
Consolidation
Consolidation | 6 Months Ended |
Jun. 30, 2017 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Consolidation | Consolidation The condensed consolidated financial statements include the accounts of the Company, its subsidiaries and investment products that are consolidated. Voting interest entities ("VOEs") are consolidated when the Company is considered to have a controlling financial interest which is typically present when the Company owns a majority of the voting interest in an entity or otherwise has the power to govern the financial and operating policies of the entity. The Company evaluates any variable interest entities ("VIEs") in which the Company has a variable interest for consolidation. A VIE is an entity in which either: (a) the equity investment at risk is not sufficient to permit the entity to finance its own activities without additional financial support; or (b) where as a group, the holders of the equity investment at risk do not possess: (i) the power through voting or similar rights to direct the activities that most significantly impact the entity’s economic performance, (ii) the obligation to absorb expected losses or the right to receive expected residual returns of the entity or (iii) proportionate voting and economic interests and where substantially all of the entity’s activities either involve or are conducted on behalf of an investor with disproportionately fewer voting rights. If an entity has any of these characteristics, it is considered a VIE and is required to be consolidated by its primary beneficiary. The primary beneficiary is the entity that has both the power to direct the activities that most significantly impact the VIE’s economic performance and has the obligation to absorb losses of, or the right to receive benefits from, the VIE that could potentially be significant to the VIE. In the normal course of its business, the Company sponsors various investment products some of which are consolidated by the Company. The Company previously grouped these consolidated investment products into two categories: (1) consolidated sponsored investment products, and (2) a consolidated investment product. All prior period amounts have been reclassified to conform with the current period presentation. Consolidated investment products include both VOEs, made up primarily of domestic open-end funds in which the Company holds a controlling financial interest, and VIEs, which primarily consist of collateralized loan obligations ("CLOs") of which the Company is considered the primary beneficiary. The consolidation and deconsolidation of these investment products have no impact on net income attributable to stockholders. The Company’s risk with respect to these investment products is limited to its beneficial interests in these products. The Company has no right to the benefits from, and does not bear the risks associated with, these investment products beyond the Company’s investments in, and fees generated from, these products. The following table presents the balances of the consolidated investment products that, after intercompany eliminations, were reflected in the Condensed Consolidated Balance Sheets as of June 30, 2017 and December 31, 2016 : As of June 30, 2017 December 31, 2016 VIEs VIEs VOEs CLOs Other VOEs CLOs Other ($ in thousands) Total cash and cash equivalents $ 909 $ 48,135 $ 3,278 $ 1,859 $ 14,449 $ 2,775 Investments 31,559 1,263,265 59,565 99,247 346,967 42,828 All other assets 1,092 24,186 2,508 2,211 5,888 1,059 Notes payable — (1,096,434 ) — — (328,761 ) — Securities purchased payable and other liabilities (1,667 ) (137,177 ) (4,214 ) (2,310 ) (12,534 ) (1,799 ) Noncontrolling interests (3,632 ) (15,731 ) (53,704 ) (12,505 ) — (24,761 ) The Company’s net interests in consolidated investment vehicles $ 28,261 $ 86,244 $ 7,433 $ 88,502 $ 26,009 $ 20,102 Consolidated CLOs The majority of the Company's consolidated investment products which are VIEs are CLOs. At June 30, 2017 , the Company consolidated four CLOs, one of which is in the warehousing phase. The financial information of certain CLOs is included in the Company's consolidated financial statements on a one-month lag based upon the availability of fund financial information. Majority owned consolidated private funds, whose primary purpose is to invest in CLOs for which the Company serves as the collateral manager, are also included. Investments of CLOs Total investments of $1,263.3 million at June 30, 2017 represent bank loan investments, which comprise the majority of the CLOs' portfolio asset collateral and are senior secured corporate loans from a variety of industries. Bank loan investments mature at various dates between 2018 and 2030 and pay interest at LIBOR plus a spread of up to 9.5% . At June 30, 2017 , the unpaid principal balance of the senior bank loans exceeded the fair value by approximately $1.2 million . At June 30, 2017 , there were no collateral assets in default. Notes Payable of CLOs The CLOs have a par value of $1.1 billion , consisting of senior secured floating rate notes payable with a par value of $972.5 million and subordinated notes with a par value of $138.5 million . These note obligations bear interest at variable rates based on LIBOR plus a pre-defined spread ranging from 1.0% to 8.75% . The principal amounts outstanding of the note obligations issued by the CLOs mature on dates ranging from April 2018 to January 2029, depending on the CLO. The CLOs may elect to reinvest any prepayments received on bank loan investments between October 2019 and January 2021, depending on the CLO. Generally, subsequent prepayments received after the reinvestment period must be used to pay down the note obligations. The Company’s beneficial interests and maximum exposure to loss related to these consolidated CLOs is limited to: (i) ownership in the subordinated notes and (ii) accrued management fees. The secured notes of the consolidated CLOs have contractual recourse only to the related assets of the CLO and are classified as financial liabilities. Although these beneficial interests are eliminated upon consolidation, the application of the measurement alternative, as adopted on January 1, 2016, prescribed by ASU 2014-13, results in the net amount of the consolidated CLOs shown above to be equivalent to the beneficial interests retained by the Company at June 30, 2017 , as shown in the table below: As of Beneficial Interests June 30, 2017 ($ in thousands) Subordinated notes $ 85,067 Accrued investment management fees 1,177 Total Beneficial Interests $ 86,244 The following table represents income and expenses of the consolidated CLOs included in the Company’s Condensed Consolidated Statements of Operations for the periods indicated: Six Months Ended June 30, ($ in thousands) 2017 Income: Realized and unrealized loss, net $ (1,189 ) Interest Income 8,445 Total Income $ 7,256 Expenses: Other operating expenses 89 Interest expense 5,852 Total Expense $ 5,941 Net Income attributable to CIPs that are CLOs $ 1,315 As summarized in the table below, the application of the measurement alternative as prescribed by ASU 2014-13 results in the consolidated net income summarized above to be equivalent to the Company’s own economic interests in the consolidated CLOs, which are eliminated upon consolidation: Economic Interests Six Months Ended June 30, ($ in thousands) 2017 Distributions received and unrealized gains on the subordinated notes held by the Company $ 427 Investment management fees 888 Total Economic Interests $ 1,315 Fair Value Measurements of Consolidated Investment Products The assets and liabilities of the consolidated investment products measured at fair value on a recurring basis as of June 30, 2017 and December 31, 2016 by fair value hierarchy level were as follows: As of June 30, 2017 Level 1 Level 2 Level 3 Total ($ in thousands) Assets Cash equivalents $ 48,111 $ — $ — $ 48,111 Debt investments — 1,312,126 9,150 1,321,276 Equity investments 33,113 — — 33,113 Total Assets Measured at Fair Value $ 81,224 $ 1,312,126 $ 9,150 $ 1,402,500 Liabilities Notes payable $ — $ 1,096,434 $ — $ 1,096,434 Derivatives 1 — — 1 Short sales 751 — — 751 Total Liabilities Measured at Fair Value $ 752 $ 1,096,434 $ — $ 1,097,186 As of December 31, 2016 Level 1 Level 2 Level 3 Total ($ in thousands) Assets Cash equivalents $ 14,449 $ — $ — $ 14,449 Debt investments — 448,477 87 448,564 Equity investments 40,270 208 — 40,478 Derivatives 4 — — 4 Total Assets Measured at Fair Value $ 54,723 $ 448,685 $ 87 $ 503,495 Liabilities Notes payable $ — $ 328,761 $ — $ 328,761 Derivatives 3 235 62 300 Short sales 649 — — 649 Total Liabilities Measured at Fair Value $ 652 $ 328,996 $ 62 $ 329,710 The following is a discussion of the valuation methodologies used for the assets and liabilities of the Company’s consolidated investment products measured at fair value: Cash equivalents represent investments in money market funds. Cash investments in actively traded money market funds are valued using published net asset values and are classified as Level 1. Debt and equity investments represent the underlying debt, equity and other securities held in consolidated investment products. Equity investments are valued at the official closing price on the exchange on which the securities are traded and are generally categorized within Level 1. Level 2 investments represent most debt securities, including bank loans and certain equity securities (including non-US securities), for which closing prices are not readily available or are deemed to not reflect readily available market prices, and are valued using an independent pricing service. Debt investments are valued based on quotations received from independent pricing services or from dealers who make markets in such securities. Bank loan investments which are included as debt investments are generally priced at the average mid-point of bid and ask quotations obtained from a third-party pricing service. Fair value may also be based upon valuations obtained from independent third-party brokers or dealers utilizing matrix pricing models that consider information regarding securities with similar characteristics. In certain instances, fair value has been determined utilizing discounted cash flow analyses or single broker non-binding quotes. Depending on the nature of the inputs, these assets are classified as Level 1, 2 or 3 within the fair value measurement hierarchy. Level 3 investments include debt securities that are not widely traded, are illiquid, or are priced by dealers based on pricing models used by market makers in the security. For the six months ended June 30, 2017 and 2016 , securities held by consolidated investment products with an end-of-period value of $0.0 million and $0.1 million , respectively, were transferred from Level 2 to Level 1 because an exchange price became available. For the six months ended June 30, 2017 and 2016 , securities held by consolidated investment products with an end-of-period value of $0.0 million and $4.1 million , respectively, were transferred from Level 1 to Level 2 because certain non-U.S. securities-quoted market prices were adjusted based on third-party factors derived from model-based valuation techniques for which the significant assumptions were observable in the market. Notes payable represent notes issued by consolidated investments products that are CLOs and are measured using the measurement alternative in ASU 2014-13. Accordingly, the fair value of CLO liabilities was measured as the fair value of CLO assets less the sum of: (a) the fair value of the beneficial interests held by the Company, and (b) the carrying value of any beneficial interests that represent compensation for services. The securities purchase payable at June 30, 2017 and December 31, 2016 approximated fair value due to the short-term nature of the instruments. The following table is a reconciliation of assets of consolidated investment products for Level 3 investments for which significant unobservable inputs were used to determine fair value. Six Months Ended June 30, ($ in thousands) 2017 2016 Level 3 Debt securities (a) Balance at beginning of period $ 25 $ 1,397 Realized losses, net (4 ) (356 ) Acquired in business combination 9,150 — Purchases 100 151 Paydowns — (5 ) Sales (121 ) (1,449 ) Transferred to Level 2 — — Transfers from Level 2 — 1 Change in unrealized gain, net — 350 Balance at end of period $ 9,150 $ 89 (a) The investments that are categorized as Level 3 were valued utilizing third-party pricing information without adjustment. All transfers are deemed to occur at the end of period. Transfers between Level 2 and Level 3 were due to a decrease in trading activities at period end. Short Sales Some of the Company’s consolidated investment products may engage in short sales, which are transactions in which a security is sold which is not owned or is owned but there is no intention to deliver, in anticipation that the price of the security will decline. Short sales are recorded in the Condensed Consolidated Balance Sheets within other liabilities of CIPs. Nonconsolidated VIEs The Company serves as the collateral manager for other collateralized loan and collateralized bond obligations (collectively, “CDOs”). The assets and liabilities of these CDOs reside in bankruptcy remote, special purpose entities in which the Company has no ownership, nor holds any notes issued by, the CDOs, and provides neither recourse nor guarantees. The Company has determined that the investment management fees it receives for serving as collateral manager for these CDOs did not represent a variable interest as: (1) the fees the Company earns are compensation for services provided and are commensurate with the level of effort required to provide the investment management services; (2) the Company does not hold other interests in the CDOs that individually, or in the aggregate, would absorb more than an insignificant amount of the CDO's expected losses or receive more than an insignificant amount of the CDO's expected residual return; and (3) the investment management arrangement only includes terms, conditions and amounts that are customarily present in arrangements for similar services negotiated at arm's length. The Company has interests in certain other entities that are VIEs that the Company does not consolidate as it is not the primary beneficiary of those entities. The Company is not the primary beneficiary as its interest in these entities does not provide the Company with the power to direct the activities that most significantly impact the entities' economic performance. At June 30, 2017 , the carrying value and maximum risk of loss related to the Company's interest in these VIEs was $15.2 million . |
Basis of Presentation and Sig26
Basis of Presentation and Significant Accounting Policies (Policies) | 6 Months Ended |
Jun. 30, 2017 | |
Variable Interest Entity [Line Items] | |
Basis of Accounting | The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information. Accordingly, they do not include all of the information and notes required by GAAP for complete financial statements. In the opinion of management, these financial statements contain all adjustments, consisting only of normal recurring adjustments, necessary for a fair statement of the Company’s financial condition and results of operations. Operating results for the six months ended June 30, 2017 are not necessarily indicative of the results that may be expected for the year ending December 31, 2017 . |
Reclassifications | The Company has reclassified certain amounts in prior-period financial statements to conform to the current period's presentation. As a result of the overall increase of consolidated investment products and the decrease in consolidated sponsored investment products during the quarter, the Company has combined these categories under the caption "consolidated investment products" and accordingly reclassified prior presentations. Further, the Company has reclassified its prior net presentation of purchases and sales of investments by its consolidated sponsored investments products and its consolidated investment product in the Condensed Consolidated Statement of Cash Flows for the six months ended June 30, 2016 to conform with the current year presentation of showing such purchases and sales as separate line items within the cash flows from operating activities. The reclassifications had no impact on the net cash provided by or used in operating, investing or financing activities within the Condensed Consolidated Statement of Cash Flows, nor any impact on the other Condensed Consolidated Financial Statements. |
New Accounting Standards | New Accounting Standards Implemented The Company adopted Accounting Standards Update ("ASU") 2016-09, Improvements to Employee Share-Based Payment Accounting ("ASU 2016-09"), on January 1, 2017. This standard makes several modifications to the accounting for forfeitures and employer tax withholdings on share-based compensation as well as the financial statement presentation of excess tax benefits or deficiencies. ASU 2016-09 also clarifies the statement of cash flows presentation of certain components of share-based awards. Upon adoption, the Company recorded a $1.1 million cumulative effect adjustment to retained earnings for excess tax benefits that were not previously recognized because the related tax deduction had not reduced current taxes payable. The Company elected to adopt all provisions impacting the Condensed Consolidated Statements of Operations and Cash Flows prospectively. The Company adopted ASU 2016-07, Investments - Equity Method and Joint Ventures (Topic 232): Simplifying the Transition to the Equity Method of Accounting, on January 1, 2017 . This standard eliminates the requirement that, when an existing cost method investment qualifies for use of the equity method, a reporting entity must restate its historical financial statements, as if the equity method had been used during all previous periods. Under the new guidance, at the point an investment qualifies for the equity method, any unrealized gain or loss in accumulated other comprehensive income/(loss) would be recognized through earnings. The adoption of this standard did not have a material impact on the Company's condensed consolidated financial statements. New Accounting Standards Not Yet Implemented In November 2016, the Financial Accounting Standards Board ("FASB") issued ASU 2016-18, Statement of Cash Flows (Topic 230): Restricted Cash (“ASU 2016-18”). ASU 2016-18 requires the inclusion of restricted cash with cash and cash equivalents when reconciling the beginning and ending cash on the statement of cash flows. This standard is effective for annual periods beginning after December 15, 2018, and interim periods within fiscal years beginning after December 15, 2017. Early adoption is permitted. A reporting entity should apply this standard on a retrospective basis as of the beginning of the fiscal year for which the standard is effective. The Company is currently evaluating the potential impact of this standard on its consolidated financial statements. In August 2016, the FASB issued ASU 2016-15, Classification of Certain Cash Receipts and Cash Payments ("ASU 2016-15"), which clarifies the treatment of several cash flow activities. ASU 2016-15 also clarifies that when cash receipts and cash payments have aspects of more than one classification of cash flows and cannot be separated, classification will depend on the predominant source or use. This update is effective for annual periods beginning after December 15, 2017, and interim periods within those fiscal years. Early adoption is permitted. The Company is currently evaluating the potential impact of this standard on its consolidated financial statements. In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers ("ASU 2014-09"), which outlines a single comprehensive model for entities to use in accounting for revenue arising from contracts with customers, and, supersedes most current revenue recognition guidance, including industry-specific guidance. ASU 2014-09 was originally effective for fiscal years, and interim periods within those years, beginning after December 15, 2016. In August 2015, the FASB issued ASU 2015-14, which deferred the effective date of ASU 2014-09 by one year or for periods beginning after December 15, 2017. Adoption of the standard requires either a retrospective or a modified retrospective approach to adoption, and early adoption is permitted as of the original effective date. The core principle of the model is that revenue is recognized upon the transfer of promised goods or services to customers in an amount that reflects the expected consideration to be received for the goods or services. The guidance also changes the accounting for certain contract costs and revises the criteria for determining if an entity is acting as a principal or agent in certain arrangements. This update is effective for annual periods beginning after December 15, 2017, and interim periods within those fiscal years . The Company's implementation assessment includes the identification of revenue within the scope of the guidance, as well as the evaluation of revenue contracts, and it is also evaluating the presentation of certain revenue-related costs on a gross versus net basis and related disclosures of revenue. Although the Company is still evaluating the impact of ASU 2014-09, it has not identified material changes in the timing of revenue recognition. In March 2016, the FASB issued ASU 2016-08, Principal Versus Agent Considerations (Reporting Revenue Gross Versus Net) , which amends the principal-versus-agent implementation guidance in ASU 2014-09, Revenue from Contracts with Customers, discussed above. The new guidance will impact whether an entity reports revenue on a gross or net basis. The Company is currently evaluating the potential impact of adopting this standard on its consolidated financial statements, which is effective for the Company in conjunction with the adoption of ASU 2014-09. In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842) ("ASU 2016-02") . The standard replaces current codification Topic 840 with updated guidance on accounting for leases and requires a lessee to recognize assets and liabilities arising from an operating lease on the balance sheet, whereas previous guidance did not require lease assets and liabilities to be recognized for most leases. Furthermore, this standard permits companies to make an accounting policy election to not recognize lease assets and liabilities for leases with a term of 12 months or less. For both finance leases and operating leases, the lease liability should be initially measured at the present value of the lease payments. The recognition, measurement and presentation of expenses and cash flows arising from a lease by a lessee will not significantly change under this new guidance. ASU 2016-02 is effective for fiscal years beginning after December 15, 2018 and interim periods therein. Early adoption is permitted. The Company is currently evaluating the potential impact of this standard on its consolidated financial statements but expects to record a right-of-use asset and a related lease obligation in the Company's consolidated balance sheet upon adoption. In January 2016, the FASB issued ASU No. 2016-01, Recognition and Measurement of Financial Assets and Financial Liabilities ("ASU 2016-01"), which requires all equity investments (other than those accounted for under the equity method) to be measured at fair value with changes in the fair value recognized through net income. ASU 2016-01 is effective for fiscal years beginning after December 15, 2017 and interim periods therein. Early adoption is not permitted. The Company is currently evaluating the impact of this standard on its consolidated financial statements with respect to equity investments that currently report changes in fair value as a component of accumulated other comprehensive income in equity attributable to stockholders. Comprehensive income, net of tax, with respect to these equity investments was $0.2 million for the year ended December 31, 2016. In January 2017, the FASB issued ASU No. 2017-01, Business Combinations: Clarifying the Definition of a Business ("ASU 2017-01"). The standard clarifies the definition of a business and adds guidance to assist entities when evaluating whether transactions should be accounted for as acquisitions or disposals of assets or as businesses. The standard provides a screen to determine whether a set of assets and activities qualifies as a business or as a set of assets. ASU 2017-01 is effective for fiscal years and interim periods within those years beginning after December 15, 2017. The standard requires a prospective approach to adoption, and early adoption is only permitted for specific transactions. The Company is currently evaluating the impact of this standard on its consolidated financial statements. In January 2017, the FASB issued ASU No. 2017-04, Intangibles - Goodwill and Other: Simplifying the Test for Goodwill Impairment ("ASU 2017-04"). ASU 2017-04 requires that an entity perform its goodwill impairment test by comparing the fair value of a reporting unit with its carrying amount. An entity will recognize an impairment charge for the amount by which the carrying amount exceeds the reporting unit’s fair value, but the loss cannot exceed the total amount of goodwill allocated to the reporting unit. ASU 2017-04 is effective for fiscal years and interim periods within those years beginning after December 15, 2019. The amendments require a prospective approach to adoption and early adoption is permitted for interim or annual goodwill impairment tests. The Company is currently evaluating the impact of this standard on its consolidated financial statements. |
Fair Value Measurements | The following is a discussion of the valuation methodologies used for the Company’s assets measured at fair value: Cash equivalents represent investments in money market funds. Cash investments in actively traded money market funds are valued using published net asset values and are classified as Level 1. Sponsored funds represent investments in open-end mutual funds and closed-end funds for which the Company acts as the investment manager. The fair value of open-end mutual funds is determined based on their published net asset values and are categorized as Level 1. The fair value of closed-end funds is determined based on the official closing price on the exchange on which they are traded and are categorized as Level 1. Equity securities include securities traded on active markets and are valued at the official closing price (typically last sale or bid) on the exchange on which they are primarily traded and are categorized as Level 1. Investment in collateralized loan obligations is measured at fair value based on independent broker pricing and is categorized as Level 3. Nonqualified retirement plan assets represent open-end mutual funds within a nonqualified retirement plan whose fair value is determined based on their published net asset value and are categorized as Level 1. Cash, accounts receivable, accounts payable, and accrued liabilities equal or approximate fair value based on the short-term nature of these instruments. Cash equivalents represent investments in money market funds. Cash investments in actively traded money market funds are valued using published net asset values and are classified as Level 1. Debt and equity investments represent the underlying debt, equity and other securities held in consolidated investment products. Equity investments are valued at the official closing price on the exchange on which the securities are traded and are generally categorized within Level 1. Level 2 investments represent most debt securities, including bank loans and certain equity securities (including non-US securities), for which closing prices are not readily available or are deemed to not reflect readily available market prices, and are valued using an independent pricing service. Debt investments are valued based on quotations received from independent pricing services or from dealers who make markets in such securities. Bank loan investments which are included as debt investments are generally priced at the average mid-point of bid and ask quotations obtained from a third-party pricing service. Fair value may also be based upon valuations obtained from independent third-party brokers or dealers utilizing matrix pricing models that consider information regarding securities with similar characteristics. In certain instances, fair value has been determined utilizing discounted cash flow analyses or single broker non-binding quotes. Depending on the nature of the inputs, these assets are classified as Level 1, 2 or 3 within the fair value measurement hierarchy. Level 3 investments include debt securities that are not widely traded, are illiquid, or are priced by dealers based on pricing models used by market makers in the security. |
Fair Value Measurements, Transfers | Transfers into and out of levels are reflected when: (1) significant inputs used for the fair value measurement, including market inputs or performance attributes, become observable or unobservable; (2) when the Company determines it has the ability, or no longer has the ability, to redeem, in the near term, certain investments that the Company values using a net asset value; or (3) if the book value no longer represents fair value. |
Short Sales | Some of the Company’s consolidated investment products may engage in short sales, which are transactions in which a security is sold which is not owned or is owned but there is no intention to deliver, in anticipation that the price of the security will decline. Short sales are recorded in the Condensed Consolidated Balance Sheets within other liabilities of CIPs. |
Consolidation, Variable Interest Entities | The condensed consolidated financial statements include the accounts of the Company, its subsidiaries and investment products that are consolidated. Voting interest entities ("VOEs") are consolidated when the Company is considered to have a controlling financial interest which is typically present when the Company owns a majority of the voting interest in an entity or otherwise has the power to govern the financial and operating policies of the entity. The Company evaluates any variable interest entities ("VIEs") in which the Company has a variable interest for consolidation. A VIE is an entity in which either: (a) the equity investment at risk is not sufficient to permit the entity to finance its own activities without additional financial support; or (b) where as a group, the holders of the equity investment at risk do not possess: (i) the power through voting or similar rights to direct the activities that most significantly impact the entity’s economic performance, (ii) the obligation to absorb expected losses or the right to receive expected residual returns of the entity or (iii) proportionate voting and economic interests and where substantially all of the entity’s activities either involve or are conducted on behalf of an investor with disproportionately fewer voting rights. If an entity has any of these characteristics, it is considered a VIE and is required to be consolidated by its primary beneficiary. The primary beneficiary is the entity that has both the power to direct the activities that most significantly impact the VIE’s economic performance and has the obligation to absorb losses of, or the right to receive benefits from, the VIE that could potentially be significant to the VIE. In the normal course of its business, the Company sponsors various investment products some of which are consolidated by the Company. The Company previously grouped these consolidated investment products into two categories: (1) consolidated sponsored investment products, and (2) a consolidated investment product. All prior period amounts have been reclassified to conform with the current period presentation. Consolidated investment products include both VOEs, made up primarily of domestic open-end funds in which the Company holds a controlling financial interest, and VIEs, which primarily consist of collateralized loan obligations ("CLOs") of which the Company is considered the primary beneficiary. The consolidation and deconsolidation of these investment products have no impact on net income attributable to stockholders. The Company’s risk with respect to these investment products is limited to its beneficial interests in these products. The Company has no right to the benefits from, and does not bear the risks associated with, these investment products beyond the Company’s investments in, and fees generated from, these products. The Company serves as the collateral manager for other collateralized loan and collateralized bond obligations (collectively, “CDOs”). The assets and liabilities of these CDOs reside in bankruptcy remote, special purpose entities in which the Company has no ownership, nor holds any notes issued by, the CDOs, and provides neither recourse nor guarantees. The Company has determined that the investment management fees it receives for serving as collateral manager for these CDOs did not represent a variable interest as: (1) the fees the Company earns are compensation for services provided and are commensurate with the level of effort required to provide the investment management services; (2) the Company does not hold other interests in the CDOs that individually, or in the aggregate, would absorb more than an insignificant amount of the CDO's expected losses or receive more than an insignificant amount of the CDO's expected residual return; and (3) the investment management arrangement only includes terms, conditions and amounts that are customarily present in arrangements for similar services negotiated at arm's length. The Company has interests in certain other entities that are VIEs that the Company does not consolidate as it is not the primary beneficiary of those entities. The Company is not the primary beneficiary as its interest in these entities does not provide the Company with the power to direct the activities that most significantly impact the entities' economic performance. |
Business Combination (Tables)
Business Combination (Tables) | 6 Months Ended |
Jun. 30, 2017 | |
Business Combinations [Abstract] | |
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed | The following table summarizes the initial estimate of amounts of identified acquired assets and liabilities assumed as of the acquisition date: June 1, 2017 ($ in thousands) Assets: Cash and cash equivalents 39,343 Investments 5,516 Accounts receivable 19,941 Assets of consolidated investment products ("CIP") Cash and cash equivalents of CIP 38,261 Investments of CIP 902,493 Other assets of CIP 21,158 Furniture, equipment and leasehold improvements 5,505 Intangible assets 275,700 Goodwill 164,382 Deferred taxes, net 5,573 Other assets 3,003 Total Assets 1,480,875 Liabilities Accrued compensation and benefits 18,263 Accounts payable and accrued liabilities 11,938 Other liabilities 2,601 Liabilities of consolidated investment products ("CIP") Notes payable of CIP 770,160 Securities purchased payable and other liabilities of CIP 115,100 Noncontrolling Interests of CIP 15,731 Total Liabilities & Noncontrolling Interests 933,793 Total Net Assets Acquired 547,082 |
Finite-Lived and Indefinite-Lived Intangible Assets Acquired as Part of Business Combination | In connection with the allocation of the purchase price, we identified indefinite-lived trade names with an estimated fair value of $8.7 million as well as the following definite-lived intangible assets: June 1, 2017 Approximate Fair Value Weighted Average of Useful Life ($ in thousands) Mutual Fund Investment Contracts 189,200 16.0 years Institutional and Retail Separate Account Investment Contracts 77,000 10.4 years Trademarks/Trade Names $ 800 10.0 years Total Finite-Lived Intangible Assets $ 267,000 |
Pro Forma Information | Income of the acquired business subsequent to the effective closing date of the Acquisition of June 1, 2017 within the quarter ended June 30, 2017, was as follows: One Month Ended June 30, 2017 ($ in thousands) Total Revenues 11,536 Restructuring and severance 8,396 All other operating expenses 8,564 Operating Loss (5,424 ) Loss Before Income Taxes (5,398 ) The following Unaudited Pro Forma Condensed Consolidated Results of Operations are provided for illustrative purposes only and assume that the acquisition occurred on January 1, 2016. The unaudited pro forma information also reflects adjustment for transaction and integration expenses as if the transaction had been consummated on January 1, 2016. This unaudited information should not be relied upon as being indicative of historical results that would have been obtained if the acquisition had occurred on that date, nor of the results that may be obtained in the future. Three Months Ended June 30, Six Months Ended June 30, 2017 2016 2017 2016 ($ in thousands, except per share amounts) Total Revenues $ 119,803 $ 115,713 $ 237,395 $ 231,081 Net (Loss) Income Attributable to Common Stockholders $ (2,724 ) $ (1,124 ) $ 9,982 $ 6,503 Basic EPS $ (0.39 ) $ (0.13 ) $ 1.47 $ 1.26 Diluted EPS $ (0.39 ) $ (0.13 ) $ 1.42 $ 0.75 |
Intangible Assets, Net (Tables)
Intangible Assets, Net (Tables) | 6 Months Ended |
Jun. 30, 2017 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Summary of Intangible Assets, Net | Intangible assets, net are summarized as follows: June 30, 2017 December 31, 2016 ($ in thousands) Definite-lived intangible assets: Investment contracts $ 425,747 $ 158,747 Accumulated amortization (157,182 ) (155,136 ) Definite-lived intangible assets, net 268,565 3,611 Indefinite-lived intangible assets 43,516 34,816 Total intangible assets, net $ 312,081 $ 38,427 |
Schedule of Activity in Intangible Assets, Net | Activity in intangible assets, net is as follows: Six Months Ended June 30, 2017 2016 ($ in thousands) Intangible assets, net Balance, beginning of period $ 38,427 $ 40,887 Additions (1) 275,700 — Amortization (2,046 ) (1,254 ) Balance, end of period $ 312,081 $ 39,633 (1) - See Note 3 for details on the acquired intangible assets related to the Acquisition. |
Investments (Tables)
Investments (Tables) | 6 Months Ended |
Jun. 30, 2017 | |
Investments Schedule [Abstract] | |
Summary of Investments | At June 30, 2017 and December 31, 2016 , the Company's investments were as follows: June 30, 2017 December 31, 2016 ($ in thousands) Marketable securities $ 72,162 $ 74,907 Equity method investments 11,004 7,731 Nonqualified retirement plan assets 6,396 5,808 Other investments 3,834 925 Total investments $ 93,396 $ 89,371 |
Schedule of Marketable Securities | The composition of the Company’s marketable securities is summarized as follows: June 30, 2017 Cost Unrealized Loss Unrealized Gain Fair Value ($ in thousands) Trading: Sponsored funds $ 56,235 $ (1,115 ) $ 540 $ 55,660 Equity securities 10,969 — 1,771 12,740 Available-for-sale: Sponsored closed-end funds 3,630 (220 ) 352 3,762 Total marketable securities $ 70,834 $ (1,335 ) $ 2,663 $ 72,162 December 31, 2016 Cost Unrealized Loss Unrealized Gain Fair Value ($ in thousands) Trading: Sponsored funds $ 61,784 $ (1,942 ) $ 177 $ 60,019 Equity securities 10,578 — 895 11,473 Available-for-sale: Sponsored closed-end funds 3,500 (265 ) 180 3,415 Total marketable securities $ 75,862 $ (2,207 ) $ 1,252 $ 74,907 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 6 Months Ended |
Jun. 30, 2017 | |
Fair Value Disclosures [Abstract] | |
Schedule of Assets and Liabilities Measured at Fair Value on Recurring Basis | The Company’s assets and liabilities measured at fair value on a recurring basis, excluding the assets and liabilities of consolidated investment products, which are separately discussed in Note 15, as of June 30, 2017 and December 31, 2016 by fair value hierarchy level were as follows: June 30, 2017 Level 1 Level 2 Level 3 Total ($ in thousands) Assets Cash equivalents $ 73,434 $ — $ — $ 73,434 Marketable securities trading: Sponsored funds 55,660 — — 55,660 Equity securities 12,740 — — 12,740 Marketable securities available-for-sale: Sponsored closed-end funds 3,762 — — 3,762 Other investments: Investment in collateralized loan obligation — — 2,909 2,909 Nonqualified retirement plan assets 6,396 — — 6,396 Total assets measured at fair value $ 151,992 $ — $ 2,909 $ 154,901 December 31, 2016 Level 1 Level 2 Level 3 Total ($ in thousands) Assets Cash equivalents $ 48,620 $ — $ — $ 48,620 Marketable securities trading: Sponsored funds 60,019 — — 60,019 Equity securities 11,473 — — 11,473 Marketable securities available-for-sale: Sponsored closed-end funds 3,415 — — 3,415 Other investments Nonqualified retirement plan assets 5,808 — — 5,808 Total assets measured at fair value $ 129,335 $ — $ — $ 129,335 The assets and liabilities of the consolidated investment products measured at fair value on a recurring basis as of June 30, 2017 and December 31, 2016 by fair value hierarchy level were as follows: As of June 30, 2017 Level 1 Level 2 Level 3 Total ($ in thousands) Assets Cash equivalents $ 48,111 $ — $ — $ 48,111 Debt investments — 1,312,126 9,150 1,321,276 Equity investments 33,113 — — 33,113 Total Assets Measured at Fair Value $ 81,224 $ 1,312,126 $ 9,150 $ 1,402,500 Liabilities Notes payable $ — $ 1,096,434 $ — $ 1,096,434 Derivatives 1 — — 1 Short sales 751 — — 751 Total Liabilities Measured at Fair Value $ 752 $ 1,096,434 $ — $ 1,097,186 As of December 31, 2016 Level 1 Level 2 Level 3 Total ($ in thousands) Assets Cash equivalents $ 14,449 $ — $ — $ 14,449 Debt investments — 448,477 87 448,564 Equity investments 40,270 208 — 40,478 Derivatives 4 — — 4 Total Assets Measured at Fair Value $ 54,723 $ 448,685 $ 87 $ 503,495 Liabilities Notes payable $ — $ 328,761 $ — $ 328,761 Derivatives 3 235 62 300 Short sales 649 — — 649 Total Liabilities Measured at Fair Value $ 652 $ 328,996 $ 62 $ 329,710 |
Reconciliation of Level Three Investments | The following table is a reconciliation of assets for Level 3 investments for which significant unobservable inputs were used to determine fair value. Three Months Ended June 30, Six Months Ended June 30, ($ in thousands) 2017 2016 2017 2016 Level 3 Investments (a) Balance at beginning of period $ — $ — $ — $ — Acquired in business combination 2,916 — 2,916 — Change in unrealized (loss), net 7 — 7 — Balance at end of period $ 2,923 $ — $ 2,923 $ — (a) The investments that are categorized as Level 3 were valued utilizing third-party pricing information without adjustment. The following table is a reconciliation of assets of consolidated investment products for Level 3 investments for which significant unobservable inputs were used to determine fair value. Six Months Ended June 30, ($ in thousands) 2017 2016 Level 3 Debt securities (a) Balance at beginning of period $ 25 $ 1,397 Realized losses, net (4 ) (356 ) Acquired in business combination 9,150 — Purchases 100 151 Paydowns — (5 ) Sales (121 ) (1,449 ) Transferred to Level 2 — — Transfers from Level 2 — 1 Change in unrealized gain, net — 350 Balance at end of period $ 9,150 $ 89 (a) The investments that are categorized as Level 3 were valued utilizing third-party pricing information without adjustment. All transfers are deemed to occur at the end of period. Transfers between Level 2 and Level 3 were due to a decrease in trading activities at period end. |
Accumulated Other Comprehensi31
Accumulated Other Comprehensive Income (Loss) (Tables) | 6 Months Ended |
Jun. 30, 2017 | |
Equity [Abstract] | |
Changes in Accumulated Other Comprehensive Income (Loss) | The changes in accumulated other comprehensive income (loss) by component for the six months ended June 30, 2017 and 2016 were as follows: Unrealized Gains and (Losses) on Securities Available-for- Sale Foreign ($ in thousands) Balance December 31, 2016 $ (224 ) $ — Unrealized net gains on securities available-for-sale, net of tax of $(83) 134 — Foreign currency translation adjustments — 2 Amounts reclassified from accumulated other comprehensive income — — Net current-period other comprehensive income 134 2 Balance June 30, 2017 $ (90 ) $ 2 Unrealized Gains and (Losses) on Securities Available-for- Sale Foreign Currency Translation Adjustments ($ in thousands) Balance December 31, 2015 $ (465 ) $ (569 ) Unrealized net gains on securities available-for-sale, net of tax of $(171) 281 — Foreign currency translation adjustments, net of tax of $(348) — 569 Amounts reclassified from accumulated other comprehensive income — — Net current-period other comprehensive income 281 569 Balance June 30, 2016 $ (184 ) $ — |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 6 Months Ended |
Jun. 30, 2017 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Summary of Restricted Stock Units Activity | RSU activity for the six months ended June 30, 2017 is summarized as follows: Number of Shares Weighted Average Grant Date Fair Value Outstanding at December 31, 2016 302,824 $ 111.56 Granted 272,399 $ 107.31 Forfeited (28,776 ) $ 121.18 Settled (68,930 ) $ 138.35 Outstanding at June 30, 2017 477,517 $ 104.69 |
Summary of Stock Option Activity | Stock option activity for the six months ended June 30, 2017 is summarized as follows: Number of Shares Weighted Average Exercise Price Outstanding at December 31, 2016 137,157 $ 17.77 Granted — $ — Exercised (26,149 ) $ 23.25 Forfeited — $ — Outstanding at June 30, 2017 111,008 $ 16.48 |
Earnings per Share (Tables)
Earnings per Share (Tables) | 6 Months Ended |
Jun. 30, 2017 | |
Earnings Per Share [Abstract] | |
Schedule of Computation of Basic and Diluted Earnings per Share | The computation of basic and diluted EPS is as follows: Three Months Ended June 30, Six Months Ended June 30, 2017 2016 2017 2016 ($ in thousands, except per share amounts) Net Income $ 28 $ 8,700 $ 13,773 $ 20,570 Noncontrolling interests (333 ) (612 ) (1,051 ) (119 ) Net (Loss) Income Attributable to Stockholders (305 ) 8,088 12,722 20,451 Preferred stock dividends (2,084 ) — (4,168 ) — Net (Loss) Income Attributable to Common Stockholders $ (2,389 ) $ 8,088 $ 8,554 $ 20,451 Shares (in thousands) : Basic: Weighted-average number of shares outstanding 7,064 8,170 6,804 8,257 Plus: Incremental shares from assumed conversion of dilutive instruments — 144 216 153 Diluted: Weighted-average number of shares outstanding 7,064 8,314 7,020 8,410 (Loss) Earnings per Share—Basic $ (0.34 ) $ 0.99 $ 1.26 $ 2.48 (Loss) Earnings per Share—Diluted $ (0.34 ) $ 0.97 $ 1.22 $ 2.43 |
Securities Excluded from Computation of Diluted EPS | The following table details the securities that have been excluded from the above computation of weighted-average number of shares for diluted EPS, because the effect would be anti-dilutive. Three Months Ended June 30, Six Months Ended June 30, 2017 2016 2017 2016 (in thousands) Restricted stock units and stock options 202 6 1 10 Preferred stock 1,037 — 859 — Total anti-dilutive securities 1,239 6 860 10 |
Consolidation (Tables)
Consolidation (Tables) | 6 Months Ended |
Jun. 30, 2017 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Condensed Consolidated Balance Sheets | The following table presents the balances of the consolidated investment products that, after intercompany eliminations, were reflected in the Condensed Consolidated Balance Sheets as of June 30, 2017 and December 31, 2016 : As of June 30, 2017 December 31, 2016 VIEs VIEs VOEs CLOs Other VOEs CLOs Other ($ in thousands) Total cash and cash equivalents $ 909 $ 48,135 $ 3,278 $ 1,859 $ 14,449 $ 2,775 Investments 31,559 1,263,265 59,565 99,247 346,967 42,828 All other assets 1,092 24,186 2,508 2,211 5,888 1,059 Notes payable — (1,096,434 ) — — (328,761 ) — Securities purchased payable and other liabilities (1,667 ) (137,177 ) (4,214 ) (2,310 ) (12,534 ) (1,799 ) Noncontrolling interests (3,632 ) (15,731 ) (53,704 ) (12,505 ) — (24,761 ) The Company’s net interests in consolidated investment vehicles $ 28,261 $ 86,244 $ 7,433 $ 88,502 $ 26,009 $ 20,102 |
Schedule of Consolidated Collateralized Loan Obligations | Although these beneficial interests are eliminated upon consolidation, the application of the measurement alternative, as adopted on January 1, 2016, prescribed by ASU 2014-13, results in the net amount of the consolidated CLOs shown above to be equivalent to the beneficial interests retained by the Company at June 30, 2017 , as shown in the table below: As of Beneficial Interests June 30, 2017 ($ in thousands) Subordinated notes $ 85,067 Accrued investment management fees 1,177 Total Beneficial Interests $ 86,244 The following table represents income and expenses of the consolidated CLOs included in the Company’s Condensed Consolidated Statements of Operations for the periods indicated: Six Months Ended June 30, ($ in thousands) 2017 Income: Realized and unrealized loss, net $ (1,189 ) Interest Income 8,445 Total Income $ 7,256 Expenses: Other operating expenses 89 Interest expense 5,852 Total Expense $ 5,941 Net Income attributable to CIPs that are CLOs $ 1,315 As summarized in the table below, the application of the measurement alternative as prescribed by ASU 2014-13 results in the consolidated net income summarized above to be equivalent to the Company’s own economic interests in the consolidated CLOs, which are eliminated upon consolidation: Economic Interests Six Months Ended June 30, ($ in thousands) 2017 Distributions received and unrealized gains on the subordinated notes held by the Company $ 427 Investment management fees 888 Total Economic Interests $ 1,315 |
Schedule of Assets and Liabilities Measured at Fair Value on Recurring Basis | The Company’s assets and liabilities measured at fair value on a recurring basis, excluding the assets and liabilities of consolidated investment products, which are separately discussed in Note 15, as of June 30, 2017 and December 31, 2016 by fair value hierarchy level were as follows: June 30, 2017 Level 1 Level 2 Level 3 Total ($ in thousands) Assets Cash equivalents $ 73,434 $ — $ — $ 73,434 Marketable securities trading: Sponsored funds 55,660 — — 55,660 Equity securities 12,740 — — 12,740 Marketable securities available-for-sale: Sponsored closed-end funds 3,762 — — 3,762 Other investments: Investment in collateralized loan obligation — — 2,909 2,909 Nonqualified retirement plan assets 6,396 — — 6,396 Total assets measured at fair value $ 151,992 $ — $ 2,909 $ 154,901 December 31, 2016 Level 1 Level 2 Level 3 Total ($ in thousands) Assets Cash equivalents $ 48,620 $ — $ — $ 48,620 Marketable securities trading: Sponsored funds 60,019 — — 60,019 Equity securities 11,473 — — 11,473 Marketable securities available-for-sale: Sponsored closed-end funds 3,415 — — 3,415 Other investments Nonqualified retirement plan assets 5,808 — — 5,808 Total assets measured at fair value $ 129,335 $ — $ — $ 129,335 The assets and liabilities of the consolidated investment products measured at fair value on a recurring basis as of June 30, 2017 and December 31, 2016 by fair value hierarchy level were as follows: As of June 30, 2017 Level 1 Level 2 Level 3 Total ($ in thousands) Assets Cash equivalents $ 48,111 $ — $ — $ 48,111 Debt investments — 1,312,126 9,150 1,321,276 Equity investments 33,113 — — 33,113 Total Assets Measured at Fair Value $ 81,224 $ 1,312,126 $ 9,150 $ 1,402,500 Liabilities Notes payable $ — $ 1,096,434 $ — $ 1,096,434 Derivatives 1 — — 1 Short sales 751 — — 751 Total Liabilities Measured at Fair Value $ 752 $ 1,096,434 $ — $ 1,097,186 As of December 31, 2016 Level 1 Level 2 Level 3 Total ($ in thousands) Assets Cash equivalents $ 14,449 $ — $ — $ 14,449 Debt investments — 448,477 87 448,564 Equity investments 40,270 208 — 40,478 Derivatives 4 — — 4 Total Assets Measured at Fair Value $ 54,723 $ 448,685 $ 87 $ 503,495 Liabilities Notes payable $ — $ 328,761 $ — $ 328,761 Derivatives 3 235 62 300 Short sales 649 — — 649 Total Liabilities Measured at Fair Value $ 652 $ 328,996 $ 62 $ 329,710 |
Reconciliation of Assets of Consolidated Sponsored Investment Products For Level 3 Investments, Unobservable Inputs Used to Determine Fair Value | The following table is a reconciliation of assets for Level 3 investments for which significant unobservable inputs were used to determine fair value. Three Months Ended June 30, Six Months Ended June 30, ($ in thousands) 2017 2016 2017 2016 Level 3 Investments (a) Balance at beginning of period $ — $ — $ — $ — Acquired in business combination 2,916 — 2,916 — Change in unrealized (loss), net 7 — 7 — Balance at end of period $ 2,923 $ — $ 2,923 $ — (a) The investments that are categorized as Level 3 were valued utilizing third-party pricing information without adjustment. The following table is a reconciliation of assets of consolidated investment products for Level 3 investments for which significant unobservable inputs were used to determine fair value. Six Months Ended June 30, ($ in thousands) 2017 2016 Level 3 Debt securities (a) Balance at beginning of period $ 25 $ 1,397 Realized losses, net (4 ) (356 ) Acquired in business combination 9,150 — Purchases 100 151 Paydowns — (5 ) Sales (121 ) (1,449 ) Transferred to Level 2 — — Transfers from Level 2 — 1 Change in unrealized gain, net — 350 Balance at end of period $ 9,150 $ 89 (a) The investments that are categorized as Level 3 were valued utilizing third-party pricing information without adjustment. All transfers are deemed to occur at the end of period. Transfers between Level 2 and Level 3 were due to a decrease in trading activities at period end. |
Basis of Presentation and Sig35
Basis of Presentation and Significant Accounting Policies (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2016 | Jan. 01, 2017 | |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||
Comprehensive income (loss) from equity investments | $ 0.2 | |
Accounting Standards Update 2016-09 | ||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||
Cumulative effect of new accounting principle in period of adoption | $ 1.1 |
Business Combination - Assets A
Business Combination - Assets Acquired and Liabilities & Equity Assumed (Details) - USD ($) $ in Thousands | Jun. 30, 2017 | Jun. 01, 2017 | Dec. 31, 2016 |
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Assets [Abstract] | |||
Goodwill | $ 171,170 | $ 6,788 | |
RidgeWorth | |||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Assets [Abstract] | |||
Cash and cash equivalents | $ 39,343 | ||
Investments | 5,516 | ||
Accounts receivable | 19,941 | ||
Furniture, equipment and leasehold improvements | 5,505 | ||
Intangible assets | 275,700 | ||
Goodwill | 164,382 | ||
Deferred taxes, net | 5,573 | ||
Other assets | 3,003 | ||
Total Assets | 1,480,875 | ||
Liabilities | |||
Accrued compensation and benefits | 18,263 | ||
Accounts payable and accrued liabilities | 11,938 | ||
Other liabilities | 2,601 | ||
Noncontrolling Interests of CIP | 15,731 | ||
Total Liabilities & Noncontrolling Interests | 933,793 | ||
Total Net Assets Acquired | 547,082 | ||
Consolidated investment products | RidgeWorth | |||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Assets [Abstract] | |||
Cash and cash equivalents | 38,261 | ||
Investments | 902,493 | ||
Other assets | 21,158 | ||
Liabilities | |||
Notes payable of CIP | 770,160 | ||
Securities purchased payable and other liabilities of CIP | $ 115,100 |
Business Combination - Schedule
Business Combination - Schedule of Finite-Lived and Indefinite-Lived Intangible Assets (Details) - RidgeWorth $ in Thousands | Jun. 01, 2017USD ($) |
Acquired Finite-Lived Intangible Assets [Line Items] | |
Finite-lived intangible assets acquired | $ 267,000 |
Mutual Fund Investment Contracts | |
Acquired Finite-Lived Intangible Assets [Line Items] | |
Finite-lived intangible assets acquired | $ 189,200 |
Weighted Average of Useful Life | 16 years |
Institutional and Retail Separate Account Investment Contracts | |
Acquired Finite-Lived Intangible Assets [Line Items] | |
Finite-lived intangible assets acquired | $ 77,000 |
Weighted Average of Useful Life | 10 years 4 months 24 days |
Trademarks/Trade Names | |
Acquired Finite-Lived Intangible Assets [Line Items] | |
Finite-lived intangible assets acquired | $ 800 |
Weighted Average of Useful Life | 10 years |
Business Combination - Pro Form
Business Combination - Pro Forma Information (Details) - RidgeWorth - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2017 | Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | |
Actual results subsequent to closing date: | |||||
Total Revenues | $ 11,536 | ||||
Restructuring and severance | 8,396 | ||||
All other operating expenses | 8,564 | ||||
Operating Loss | (5,424) | ||||
Loss Before Income Taxes | $ (5,398) | ||||
Pro forma results: | |||||
Total Revenues | $ 119,803 | $ 115,713 | $ 237,395 | $ 231,081 | |
Net Income | $ (2,724) | $ (1,124) | $ 9,982 | $ 6,503 | |
Basic EPS (in dollars per share) | $ (0.39) | $ (0.13) | $ 1.47 | $ 1.26 | |
Diluted EPS (in dollars per share) | $ (0.39) | $ (0.13) | $ 1.42 | $ 0.75 |
Business Combination - Addition
Business Combination - Additional Information (Detail) - USD ($) $ / shares in Units, $ in Thousands | Jun. 01, 2017 | Dec. 31, 2017 | Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | Dec. 31, 2016 |
Business Acquisition [Line Items] | |||||||
Purchase price, cash | $ 471,400 | ||||||
Goodwill | $ 171,170 | 171,170 | $ 6,788 | ||||
Other operating expenses | 20,236 | $ 12,457 | 33,462 | $ 23,222 | |||
RidgeWorth | |||||||
Business Acquisition [Line Items] | |||||||
Purchase price | $ 547,100 | ||||||
Purchase price, cash | $ 471,400 | ||||||
Purchase price, shares issued (in shares) | 213,669 | ||||||
Purchase price, shares issued, value | $ 21,700 | ||||||
Purchase price, price of shares issued (in dollars per share) | $ 101.76 | ||||||
Purchase price, contingent consideration | $ 51,700 | ||||||
Purchase price, deferred cash payments | 2,300 | ||||||
Goodwill | 164,382 | ||||||
Tax deductible goodwill | 123,000 | 123,000 | |||||
Transaction and integration costs | 16,300 | ||||||
Severance charges | 8,600 | ||||||
Other operating expenses | 5,600 | ||||||
Employment expenses | $ 2,100 | ||||||
RidgeWorth | Forecast | |||||||
Business Acquisition [Line Items] | |||||||
Expected increase in goodwill | $ 51,700 | ||||||
RidgeWorth | |||||||
Business Acquisition [Line Items] | |||||||
Assets under management | 40,100,000 | ||||||
Long term assets under management | 35,700,000 | ||||||
Consolidated entity excluding consolidated investment products | RidgeWorth | |||||||
Business Acquisition [Line Items] | |||||||
Purchase price | 485,200 | ||||||
CLOs | |||||||
Business Acquisition [Line Items] | |||||||
Other operating expenses | $ 89 | ||||||
CLOs | RidgeWorth | |||||||
Business Acquisition [Line Items] | |||||||
Purchase price | 61,900 | ||||||
Trade names | RidgeWorth | |||||||
Business Acquisition [Line Items] | |||||||
Indefinite lived intangibles acquired | $ 8,700 |
Intangible Assets, Net - Summar
Intangible Assets, Net - Summary of Intangible Assets, Net (Detail) - USD ($) $ in Thousands | Jun. 30, 2017 | Dec. 31, 2016 | Jun. 30, 2016 | Dec. 31, 2015 |
Definite-lived intangible assets: | ||||
Investment contracts | $ 425,747 | $ 158,747 | ||
Accumulated amortization | (157,182) | (155,136) | ||
Definite-lived intangible assets, net | 268,565 | 3,611 | ||
Indefinite-lived intangible assets | 43,516 | 34,816 | ||
Total intangible assets, net | $ 312,081 | $ 38,427 | $ 39,633 | $ 40,887 |
Intangible Assets, Net - Schedu
Intangible Assets, Net - Schedule of Activity in Intangible Assets, Net (Detail) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2017 | Jun. 30, 2016 | |
Intangible assets, net | ||
Balance, beginning of period | $ 38,427 | $ 40,887 |
Additions | 275,700 | 0 |
Amortization | (2,046) | (1,254) |
Balance, end of period | $ 312,081 | $ 39,633 |
Investments - Summary of Invest
Investments - Summary of Investments (Detail) - USD ($) $ in Thousands | Jun. 30, 2017 | Dec. 31, 2016 |
Investment [Line Items] | ||
Marketable securities | $ 72,162 | $ 74,907 |
Parent | ||
Investment [Line Items] | ||
Marketable securities | 72,162 | 74,907 |
Equity method investments | 11,004 | 7,731 |
Nonqualified retirement plan assets | 6,396 | 5,808 |
Other investments | 3,834 | 925 |
Total investments | $ 93,396 | $ 89,371 |
Investments - Schedule of Marke
Investments - Schedule of Marketable Securities (Detail) - USD ($) $ in Thousands | Jun. 30, 2017 | Dec. 31, 2016 |
Available-for-sale: | ||
Cost | $ 70,834 | $ 75,862 |
Unrealized Loss | (1,335) | (2,207) |
Unrealized Gain | 2,663 | 1,252 |
Fair Value | 72,162 | 74,907 |
Sponsored funds | ||
Trading: | ||
Cost | 56,235 | 61,784 |
Unrealized Loss | (1,115) | (1,942) |
Unrealized Gain | 540 | 177 |
Fair Value | 55,660 | 60,019 |
Equity securities | ||
Trading: | ||
Cost | 10,969 | 10,578 |
Unrealized Loss | 0 | 0 |
Unrealized Gain | 1,771 | 895 |
Fair Value | 12,740 | 11,473 |
Sponsored closed-end funds | ||
Available-for-sale: | ||
Cost | 3,630 | 3,500 |
Unrealized Loss | (220) | (265) |
Unrealized Gain | 352 | 180 |
Fair Value | $ 3,762 | $ 3,415 |
Investments - Additional Inform
Investments - Additional Information (Detail) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | |
Investments Schedule [Abstract] | ||||
Realized gain (loss) on trading securities | $ (1.8) | $ 0.2 | $ (1.9) | $ (0.2) |
Fair Value Measurements - Asset
Fair Value Measurements - Assets and Liabilities Measured at Fair Value on Recurring Basis (Detail) - USD ($) $ in Thousands | Jun. 30, 2017 | Dec. 31, 2016 |
Assets | ||
Cash equivalents | $ 73,434 | $ 48,620 |
Other investments: | ||
Total assets measured at fair value | 154,901 | 129,335 |
Sponsored funds | ||
Marketable securities trading: | ||
Marketable securities trading | 55,660 | 60,019 |
Equity securities | ||
Marketable securities trading: | ||
Marketable securities trading | 12,740 | 11,473 |
Sponsored closed-end funds | ||
Marketable securities available-for-sale: | ||
Marketable securities available-for-sale | 3,762 | 3,415 |
Collateralized loan obligation | ||
Other investments: | ||
Investment in collateralized loan obligation | 2,909 | |
Nonqualified retirement plan assets | ||
Other investments: | ||
Nonqualified retirement plan assets | 6,396 | 5,808 |
Level 1 | ||
Assets | ||
Cash equivalents | 73,434 | 48,620 |
Other investments: | ||
Total assets measured at fair value | 151,992 | 129,335 |
Level 1 | Sponsored funds | ||
Marketable securities trading: | ||
Marketable securities trading | 55,660 | 60,019 |
Level 1 | Equity securities | ||
Marketable securities trading: | ||
Marketable securities trading | 12,740 | 11,473 |
Level 1 | Sponsored closed-end funds | ||
Marketable securities available-for-sale: | ||
Marketable securities available-for-sale | 3,762 | 3,415 |
Level 1 | Collateralized loan obligation | ||
Other investments: | ||
Investment in collateralized loan obligation | 0 | |
Level 1 | Nonqualified retirement plan assets | ||
Other investments: | ||
Nonqualified retirement plan assets | 6,396 | 5,808 |
Level 2 | ||
Assets | ||
Cash equivalents | 0 | 0 |
Other investments: | ||
Total assets measured at fair value | 0 | 0 |
Level 2 | Sponsored funds | ||
Marketable securities trading: | ||
Marketable securities trading | 0 | 0 |
Level 2 | Equity securities | ||
Marketable securities trading: | ||
Marketable securities trading | 0 | 0 |
Level 2 | Sponsored closed-end funds | ||
Marketable securities available-for-sale: | ||
Marketable securities available-for-sale | 0 | 0 |
Level 2 | Collateralized loan obligation | ||
Other investments: | ||
Investment in collateralized loan obligation | 0 | |
Level 2 | Nonqualified retirement plan assets | ||
Other investments: | ||
Nonqualified retirement plan assets | 0 | 0 |
Level 3 | ||
Assets | ||
Cash equivalents | 0 | 0 |
Other investments: | ||
Total assets measured at fair value | 2,909 | 0 |
Level 3 | Sponsored funds | ||
Marketable securities trading: | ||
Marketable securities trading | 0 | 0 |
Level 3 | Equity securities | ||
Marketable securities trading: | ||
Marketable securities trading | 0 | 0 |
Level 3 | Sponsored closed-end funds | ||
Marketable securities available-for-sale: | ||
Marketable securities available-for-sale | 0 | 0 |
Level 3 | Collateralized loan obligation | ||
Other investments: | ||
Investment in collateralized loan obligation | 2,909 | |
Level 3 | Nonqualified retirement plan assets | ||
Other investments: | ||
Nonqualified retirement plan assets | $ 0 | $ 0 |
Fair Value Measurements - Recon
Fair Value Measurements - Reconciliation of Level Three Investments (Details) - Level 3 - Investments - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | |
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||||
Balance at beginning of period | $ 0 | $ 0 | $ 0 | $ 0 |
Acquired in business combination | 2,916 | 0 | 2,916 | 0 |
Change in unrealized gain, net | 7 | 0 | 7 | 0 |
Balance at end of period | $ 2,923 | $ 0 | $ 2,923 | $ 0 |
Fair Value Measurements - Addit
Fair Value Measurements - Additional Information (Detail) - USD ($) | Jun. 30, 2017 | Jun. 30, 2016 |
Fair Value Disclosures [Abstract] | ||
Fair value, equity, Level 1 to Level 2 transfers, amount | $ 0 | $ 0 |
Equity Transactions - Additiona
Equity Transactions - Additional Information (Detail) - USD ($) $ / shares in Units, $ in Millions | Jun. 01, 2017 | May 19, 2017 | Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | Feb. 01, 2020 |
Equity, Class of Treasury Stock [Line Items] | |||||||
Common stock cash dividends declared per share (in $ per share) | $ 0.45 | $ 0.45 | $ 0.45 | $ 0.90 | $ 0.90 | ||
Preferred stock cash dividends declared per share (in $ per share) | $ 1.8125 | $ 1.81 | $ 0 | $ 3.625 | $ 0 | ||
Shares available for repurchase (in shares) | 200,000 | 200,000 | |||||
Shares authorized for repurchase (in shares) | 3,430,045 | 3,430,045 | |||||
Convertible preferred stock | |||||||
Equity, Class of Treasury Stock [Line Items] | |||||||
Convertible preferred stock liquidation preference (in dollars per share) | $ 100 | $ 100 | |||||
Convertible preferred stock, threshold consecutive trading days | 20 days | ||||||
Common stock | |||||||
Equity, Class of Treasury Stock [Line Items] | |||||||
Common stock issued (in shares) | 1,260,169 | ||||||
Minimum | Forecast | Convertible preferred stock | |||||||
Equity, Class of Treasury Stock [Line Items] | |||||||
Convertible preferred stock, shares issued upon conversion (in shares) | 0.7576 | ||||||
Maximum | Forecast | Convertible preferred stock | |||||||
Equity, Class of Treasury Stock [Line Items] | |||||||
Convertible preferred stock, shares issued upon conversion (in shares) | 0.9091 | ||||||
RidgeWorth | |||||||
Equity, Class of Treasury Stock [Line Items] | |||||||
Purchase price, shares issued (in shares) | 213,669 | ||||||
Public offering 1 | |||||||
Equity, Class of Treasury Stock [Line Items] | |||||||
Proceeds from stock issuance | $ 111 | ||||||
Public offering 1 | Convertible preferred stock | |||||||
Equity, Class of Treasury Stock [Line Items] | |||||||
Common stock issued (in shares) | 1,150,000 | ||||||
Convertible preferred stock dividend rate | 7.25% | ||||||
Public offering 2 | |||||||
Equity, Class of Treasury Stock [Line Items] | |||||||
Proceeds from stock issuance | $ 109.5 | ||||||
Public offering 2 | Common stock | |||||||
Equity, Class of Treasury Stock [Line Items] | |||||||
Common stock issued (in shares) | 1,046,500 |
Accumulated Other Comprehensi49
Accumulated Other Comprehensive Income (Loss) - Changes in Accumulated Other Comprehensive Income (Loss) (Detail) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | |
AOCI Attributable to Parent, Net of Tax [Roll Forward] | ||||
Beginning Balance | $ 321,673 | $ 509,457 | ||
Other comprehensive income | $ 48 | $ 591 | 136 | 850 |
Ending Balance | 589,333 | 466,106 | 589,333 | 466,106 |
Unrealized Gains and (Losses) on Securities Available-for- Sale | ||||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | ||||
Beginning Balance | (224) | (465) | ||
Other comprehensive income (loss), before reclassifications | 134 | 281 | ||
Amounts reclassified from accumulated other comprehensive income | 0 | 0 | ||
Other comprehensive income | 134 | 281 | ||
Ending Balance | (90) | (184) | (90) | (184) |
Other comprehensive income (loss), before reclassifications, tax | (83) | (171) | ||
Foreign Currency Translation Adjustments | ||||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | ||||
Beginning Balance | 0 | (569) | ||
Other comprehensive income (loss), before reclassifications | 0 | 569 | ||
Amounts reclassified from accumulated other comprehensive income | 0 | 0 | ||
Other comprehensive income | 0 | 569 | ||
Ending Balance | $ 0 | $ 0 | $ 0 | 0 |
Other comprehensive income (loss), before reclassifications, tax | $ (348) |
Stock-Based Compensation - Addi
Stock-Based Compensation - Additional Information (Detail) - USD ($) $ in Millions | Jun. 01, 2017 | Jun. 30, 2017 | Jun. 30, 2016 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Shares of common stock reserved for issuance (in shares) | 2,400,000 | ||
Shares of common stock available for issuance (in shares) | 498,505 | ||
RSUs and PSUs | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Stock-based compensation expense | $ 9.5 | $ 6.7 | |
Unamortized stock-based compensation expense | $ 34.9 | ||
Weighted-average remaining amortization period | 2 years 2 months 12 days | ||
Restricted Stock Units (RSUs) | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Share settlement under RSUs (in shares) | 28,444 | 17,333 | |
Cash used for employee withholding tax payments | $ 3 | $ 1.3 | |
Performance Share Units (PSUs) | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Term | 5 years | ||
Awards granted (in shares) | 87,458 | ||
Period for recognition of compensation expense | 3 years | ||
Stock-based compensation expense | $ 2.2 | ||
Accelerated vesting period | 4 years | ||
PSUs and RSUs, acquisition | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Stock-based compensation expense | $ 0.2 | ||
Stock Options | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Term | 3 years | ||
Contractual life | 10 years | ||
Minimum | Restricted Stock Units (RSUs) | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Term | 1 year | ||
Maximum | Restricted Stock Units (RSUs) | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Term | 3 years | ||
RidgeWorth | Restricted Stock Units (RSUs) | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Awards granted (in shares) | 65,561 | ||
RidgeWorth | Performance Share Units (PSUs) | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Awards granted (in shares) | 35,148 | ||
Vesting beginning with year two | Restricted Stock Units (RSUs) | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Term | 4 years |
Stock-Based Compensation - Summ
Stock-Based Compensation - Summary of Restricted Stock Units Activity (Detail) - Restricted Stock Units | 6 Months Ended |
Jun. 30, 2017$ / sharesshares | |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward] | |
Number of shares, Beginning Balance | shares | 302,824 |
Number of shares, Granted | shares | 272,399 |
Number of shares, Forfeited | shares | (28,776) |
Number of shares, Settled | shares | (68,930) |
Number of shares, Ending Balance | shares | 477,517 |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value [Abstract] | |
Weighted Average Grant Date Fair Value, Beginning Balance (in $ per share) | $ / shares | $ 111.56 |
Weighted Average Grant Date Fair Value, Granted (in $ per share) | $ / shares | 107.31 |
Weighted Average Grant Date Fair Value, Forfeited (in $ per share) | $ / shares | 121.18 |
Weighted Average Grant Date Fair Value, Settled (in $ per share) | $ / shares | 138.35 |
Weighted Average Grant Date Fair Value, Ending Balance (in $ per share) | $ / shares | $ 104.69 |
Stock-Based Compensation - Su52
Stock-Based Compensation - Summary of Stock Option Activity (Detail) | 6 Months Ended |
Jun. 30, 2017$ / sharesshares | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding [Roll Forward] | |
Number of Shares, Beginning Balance | shares | 137,157 |
Number of Shares, Granted | shares | 0 |
Number of Shares, Exercised | shares | (26,149) |
Number of Shares, Forfeited | shares | 0 |
Number of Shares, Ending Balance | shares | 111,008 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price [Abstract] | |
Weighted Average Exercise Price, Beginning Balance (in $ per share) | $ / shares | $ 17.77 |
Weighted Average Exercise Price, Granted (in $ per share) | $ / shares | 0 |
Weighted Average Exercise Price, Exercised (in $ per share) | $ / shares | 23.25 |
Weighted Average Exercise Price, Forfeited (in $ per share) | $ / shares | 0 |
Weighted Average Exercise Price, Ending Balance (in $ per share) | $ / shares | $ 16.48 |
Restructuring and Severance - A
Restructuring and Severance - Additional Information (Details) $ in Millions | 6 Months Ended |
Jun. 30, 2017USD ($) | |
Restructuring Cost and Reserve [Line Items] | |
Unpaid severance and related charges | $ 8.1 |
Unpaid severance and related charges, period of payment | 12 months |
Severance costs | |
Restructuring Cost and Reserve [Line Items] | |
Unpaid severance and related charges | $ 0.7 |
RidgeWorth acquisition restructuring plan | Severance costs | |
Restructuring Cost and Reserve [Line Items] | |
Severance costs | 8.6 |
Middle office outsourcing project restructuring plan | Severance costs | |
Restructuring Cost and Reserve [Line Items] | |
Severance costs | $ 0.3 |
Earnings per Share - Schedule o
Earnings per Share - Schedule of Computation of Basic and Diluted Earnings per Share (Detail) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | |
Earnings Per Share [Abstract] | ||||
Net Income | $ 28 | $ 8,700 | $ 13,773 | $ 20,570 |
Noncontrolling interests | (333) | (612) | (1,051) | (119) |
Net (Loss) Income Attributable to Stockholders | (305) | 8,088 | 12,722 | 20,451 |
Preferred stockholder dividends | (2,084) | 0 | (4,168) | 0 |
Net (Loss) Income Attributable to Common Stockholders | $ (2,389) | $ 8,088 | $ 8,554 | $ 20,451 |
Shares: | ||||
Basic: Weighted-average number of shares outstanding (in shares) | 7,064 | 8,170 | 6,804 | 8,257 |
Plus: Incremental shares from assumed conversion of dilutive instruments (in shares) | 0 | 144 | 216 | 153 |
Diluted: Weighted-average number of shares outstanding (in shares) | 7,064 | 8,314 | 7,020 | 8,410 |
(Loss) Earnings per share—Basic (in $ per share) | $ (0.34) | $ 0.99 | $ 1.26 | $ 2.48 |
(Loss) Earnings per Share—Diluted (in $ per share) | $ (0.34) | $ 0.97 | $ 1.22 | $ 2.43 |
Earnings per Share - Securities
Earnings per Share - Securities Excluded from Computation of Diluted EPS (Details) - shares shares in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Total anti-dilutive securities | 1,239 | 6 | 860 | 10 |
Restricted stock units and stock options | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Total anti-dilutive securities | 202 | 6 | 1 | 10 |
Preferred stock | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Total anti-dilutive securities | 1,037 | 0 | 859 | 0 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Detail) | 6 Months Ended | |
Jun. 30, 2017 | Jun. 30, 2016 | |
Income Tax Disclosure [Abstract] | ||
Estimated effective income tax rate | 31.40% | 39.90% |
Debt (Details)
Debt (Details) | Jun. 01, 2017USD ($) | Jun. 30, 2017USD ($) | May 31, 2017USD ($) | Jun. 30, 2017USD ($) |
Credit Facility | ||||
Line of Credit Facility [Line Items] | ||||
Leverage ratio | 2.5 | 2.5 | ||
Leverage ratio, scheduled to be reduced to over next 18 months | 1.75 | 1.75 | ||
Credit Facility | LIBOR | ||||
Line of Credit Facility [Line Items] | ||||
Basis spread on variable interest rate | 3.75% | |||
Credit Facility | Alternate base rate | ||||
Line of Credit Facility [Line Items] | ||||
Basis spread on variable interest rate | 2.75% | |||
Credit Facility | Minimum | LIBOR | ||||
Line of Credit Facility [Line Items] | ||||
Basis spread on variable interest rate | 3.50% | |||
Credit Facility | Minimum | Alternate base rate | ||||
Line of Credit Facility [Line Items] | ||||
Basis spread on variable interest rate | 2.50% | |||
Credit Facility | Maximum | LIBOR | ||||
Line of Credit Facility [Line Items] | ||||
Basis spread on variable interest rate | 3.75% | |||
Credit Facility | Maximum | Alternate base rate | ||||
Line of Credit Facility [Line Items] | ||||
Basis spread on variable interest rate | 2.75% | |||
Credit Facility | Term loan | ||||
Line of Credit Facility [Line Items] | ||||
Borrowing capacity | $ 260,000,000 | |||
Debt term | 7 years | |||
Delayed draw fee | $ 1,200,000 | |||
Amount outstanding | $ 260,000,000 | $ 260,000,000 | ||
Annual principal payment, percentage of principal | 1.00% | |||
Amount required to be prepaid, percentage of excess cash flow | 50.00% | |||
Premium due in connection with a prepayment in connection with a repricing transaction within the six-month period following the closing of the Credit Agreement | 1.00% | |||
Credit Facility | Term loan | Leverage ratio below 1.00 to 1.00 | ||||
Line of Credit Facility [Line Items] | ||||
Amount required to be prepaid, percentage of excess cash flow | 25.00% | |||
Credit Facility | Term loan | Leverage ratio below 0.50 to 1.00 | ||||
Line of Credit Facility [Line Items] | ||||
Amount required to be prepaid, percentage of excess cash flow | 0.00% | |||
Credit Facility | Term loan | LIBOR | ||||
Line of Credit Facility [Line Items] | ||||
Basis spread on variable interest rate, floor | 0.75% | 0.75% | ||
Basis spread on variable interest rate | 3.75% | |||
Credit Facility | Term loan | LIBOR | Net leverage levels of less than 1.0 | ||||
Line of Credit Facility [Line Items] | ||||
Basis spread on variable interest rate | 3.50% | |||
Credit Facility | Revolving credit facility | ||||
Line of Credit Facility [Line Items] | ||||
Borrowing capacity | $ 100,000,000 | |||
Debt term | 5 years | |||
Amount outstanding | 0 | $ 0 | ||
Potential additional borrowing capacity | $ 75,000,000 | |||
Pro forma leverage ratio used for calculation of potential increase in borrowing capacity | 1.75 | |||
Commitment fee percentage | 0.50% | |||
Credit Facility | Revolving credit facility | LIBOR | ||||
Line of Credit Facility [Line Items] | ||||
Basis spread on variable interest rate, floor | 0.00% | 0.00% | ||
Basis spread on variable interest rate | 3.75% | |||
Credit Facility | Revolving credit facility | Minimum | ||||
Line of Credit Facility [Line Items] | ||||
Commitment fee percentage | 0.375% | |||
Credit Facility | Revolving credit facility | Maximum | ||||
Line of Credit Facility [Line Items] | ||||
Commitment fee percentage | 0.50% | |||
Previous Credit Facility | Revolving credit facility | ||||
Line of Credit Facility [Line Items] | ||||
Write off of unamortized deferred financing costs | $ 1,100,000 | |||
RidgeWorth | Credit Facility | Term loan | ||||
Line of Credit Facility [Line Items] | ||||
Proceeds from line of credit | $ 260,000,000 |
Commitments and Contingencies (
Commitments and Contingencies (Detail) | Jul. 01, 2016defendantclaim | Jun. 07, 2015plaintiff | Apr. 21, 2015plaintiff |
Virtus Investment Partners, Inc. Securities Litigation | |||
Loss Contingencies [Line Items] | |||
Number of plaintiffs | plaintiff | 3 | ||
Number of defendants dismissed | defendant | 1 | ||
Mark Youngers v. Virtus Investment Partners, Inc. et al | |||
Loss Contingencies [Line Items] | |||
Number of plaintiffs | plaintiff | 3 | ||
Number of defendants dismissed | defendant | 10 | ||
Number of causes of action dismissed | claim | 4 |
Consolidation - Condensed Conso
Consolidation - Condensed Consolidated Balance Sheets (Details) - USD ($) $ in Thousands | Jun. 30, 2017 | Dec. 31, 2016 | Jun. 30, 2016 | Dec. 31, 2015 |
Variable Interest Entity [Line Items] | ||||
Total cash and cash equivalents | $ 179,039 | $ 82,687 | $ 247,670 | $ 97,384 |
Noncontrolling interests | (57,336) | (37,266) | $ (27,145) | $ (73,864) |
VOEs | ||||
Variable Interest Entity [Line Items] | ||||
Total cash and cash equivalents | 909 | 1,859 | ||
Investments | 31,559 | 99,247 | ||
All other assets | 1,092 | 2,211 | ||
Notes payable | 0 | 0 | ||
Securities purchased payable and other liabilities | (1,667) | (2,310) | ||
Noncontrolling interests | (3,632) | (12,505) | ||
The Company’s net interests in consolidated investment vehicles | 28,261 | 88,502 | ||
CLOs | ||||
Variable Interest Entity [Line Items] | ||||
Total cash and cash equivalents | 48,135 | 14,449 | ||
Investments | 1,263,265 | 346,967 | ||
All other assets | 24,186 | 5,888 | ||
Notes payable | (1,096,434) | (328,761) | ||
Securities purchased payable and other liabilities | (137,177) | (12,534) | ||
Noncontrolling interests | (15,731) | 0 | ||
The Company’s net interests in consolidated investment vehicles | 86,244 | 26,009 | ||
Other | ||||
Variable Interest Entity [Line Items] | ||||
Total cash and cash equivalents | 3,278 | 2,775 | ||
Investments | 59,565 | 42,828 | ||
All other assets | 2,508 | 1,059 | ||
Notes payable | 0 | 0 | ||
Securities purchased payable and other liabilities | (4,214) | (1,799) | ||
Noncontrolling interests | (53,704) | (24,761) | ||
The Company’s net interests in consolidated investment vehicles | $ 7,433 | $ 20,102 |
Consolidation - Beneficial Inte
Consolidation - Beneficial Interests of Consolidated Investment Product (Details) - CLOs $ in Thousands | Jun. 30, 2017USD ($) |
Variable Interest Entity [Line Items] | |
Subordinated notes | $ 85,067 |
Accrued investment management fees | 1,177 |
Total Beneficial Interests | $ 86,244 |
Consolidation - Revenue and Exp
Consolidation - Revenue and Expenses of Consolidated Investment Product (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | |
Income: | ||||
Total revenues | $ 94,132 | $ 80,085 | $ 173,908 | $ 160,380 |
Expenses: | ||||
Other operating expenses | 20,236 | 12,457 | 33,462 | 23,222 |
Net (Loss) Income Attributable to Common Stockholders | $ (2,389) | $ 8,088 | 8,554 | $ 20,451 |
CLOs | ||||
Income: | ||||
Realized and unrealized loss, net | (1,189) | |||
Interest Income | 8,445 | |||
Total revenues | 7,256 | |||
Expenses: | ||||
Other operating expenses | 89 | |||
Interest expense | 5,852 | |||
Total Expense | 5,941 | |||
Net (Loss) Income Attributable to Common Stockholders | $ 1,315 |
Consolidation - Economic Intere
Consolidation - Economic Interests of Consolidated Investment Product (Details) - CLOs $ in Thousands | 6 Months Ended |
Jun. 30, 2017USD ($) | |
Variable Interest Entity [Line Items] | |
Distributions received and unrealized gains on the subordinated notes held by the Company | $ 427 |
Investment management fees | 888 |
Total Economic Interests | $ 1,315 |
Consolidation - Summary of Asse
Consolidation - Summary of Assets and Liabilities Measured at Fair Value on Recurring Basis (Detail) - USD ($) $ in Thousands | Jun. 30, 2017 | Dec. 31, 2016 |
Assets | ||
Cash equivalents | $ 73,434 | $ 48,620 |
Total assets measured at fair value | 154,901 | 129,335 |
Level 1 | ||
Assets | ||
Cash equivalents | 73,434 | 48,620 |
Total assets measured at fair value | 151,992 | 129,335 |
Level 2 | ||
Assets | ||
Cash equivalents | 0 | 0 |
Total assets measured at fair value | 0 | 0 |
Level 3 | ||
Assets | ||
Cash equivalents | 0 | 0 |
Total assets measured at fair value | 2,909 | 0 |
Consolidated investment products | Fair Value, Measurements, Recurring | ||
Assets | ||
Cash equivalents | 48,111 | 14,449 |
Derivatives | 4 | |
Total assets measured at fair value | 1,402,500 | 503,495 |
Liabilities | ||
Notes payable | 1,096,434 | 328,761 |
Derivatives | 1 | 300 |
Short sales | 751 | 649 |
Total liabilities measured at fair value | 1,097,186 | 329,710 |
Consolidated investment products | Fair Value, Measurements, Recurring | Debt investments | ||
Assets | ||
Investments | 1,321,276 | 448,564 |
Consolidated investment products | Fair Value, Measurements, Recurring | Equity securities | ||
Assets | ||
Investments | 33,113 | 40,478 |
Consolidated investment products | Fair Value, Measurements, Recurring | Level 1 | ||
Assets | ||
Cash equivalents | 48,111 | 14,449 |
Derivatives | 4 | |
Total assets measured at fair value | 81,224 | 54,723 |
Liabilities | ||
Notes payable | 0 | 0 |
Derivatives | 1 | 3 |
Short sales | 751 | 649 |
Total liabilities measured at fair value | 752 | 652 |
Consolidated investment products | Fair Value, Measurements, Recurring | Level 1 | Debt investments | ||
Assets | ||
Investments | 0 | 0 |
Consolidated investment products | Fair Value, Measurements, Recurring | Level 1 | Equity securities | ||
Assets | ||
Investments | 33,113 | 40,270 |
Consolidated investment products | Fair Value, Measurements, Recurring | Level 2 | ||
Assets | ||
Cash equivalents | 0 | 0 |
Derivatives | 0 | |
Total assets measured at fair value | 1,312,126 | 448,685 |
Liabilities | ||
Notes payable | 1,096,434 | 328,761 |
Derivatives | 0 | 235 |
Short sales | 0 | 0 |
Total liabilities measured at fair value | 1,096,434 | 328,996 |
Consolidated investment products | Fair Value, Measurements, Recurring | Level 2 | Debt investments | ||
Assets | ||
Investments | 1,312,126 | 448,477 |
Consolidated investment products | Fair Value, Measurements, Recurring | Level 2 | Equity securities | ||
Assets | ||
Investments | 0 | 208 |
Consolidated investment products | Fair Value, Measurements, Recurring | Level 3 | ||
Assets | ||
Cash equivalents | 0 | 0 |
Derivatives | 0 | |
Total assets measured at fair value | 9,150 | 87 |
Liabilities | ||
Notes payable | 0 | 0 |
Derivatives | 0 | 62 |
Short sales | 0 | 0 |
Total liabilities measured at fair value | 0 | 62 |
Consolidated investment products | Fair Value, Measurements, Recurring | Level 3 | Debt investments | ||
Assets | ||
Investments | 9,150 | 87 |
Consolidated investment products | Fair Value, Measurements, Recurring | Level 3 | Equity securities | ||
Assets | ||
Investments | $ 0 | $ 0 |
Consolidation - Assets Related
Consolidation - Assets Related to Consolidated Sponsored Investment Products, Unobservable Input Reconciliation (Detail) - Consolidated investment products - Debt investments - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2017 | Jun. 30, 2016 | |
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Balance at beginning of period | $ 25 | $ 1,397 |
Realized losses, net | (4) | (356) |
Acquired in business combination | 9,150 | 0 |
Purchases | 100 | 151 |
Paydowns | 0 | (5) |
Sales | (121) | (1,449) |
Transferred to Level 2 | 0 | 0 |
Transfers from Level 2 | 0 | 1 |
Change in unrealized gain, net | 0 | 350 |
Balance at end of period | $ 9,150 | $ 89 |
Consolidation - Additional Info
Consolidation - Additional Information (Details) | 6 Months Ended | ||
Jun. 30, 2017USD ($)collateralized_loan_obligation | Dec. 31, 2016USD ($) | Jun. 30, 2016USD ($) | |
Variable Interest Entity [Line Items] | |||
Fair value, securities, Level 1 to Level 2 transfers, amount | $ 0 | $ 0 | |
VOEs | |||
Variable Interest Entity [Line Items] | |||
Investments | $ 31,559,000 | $ 99,247,000 | |
CLOs | |||
Variable Interest Entity [Line Items] | |||
Number of CLOs consolidated | collateralized_loan_obligation | 4 | ||
Investments | $ 1,263,265,000 | 346,967,000 | |
Consolidated investment products | |||
Variable Interest Entity [Line Items] | |||
Investments | 1,354,389,000 | $ 489,042,000 | |
Fair value, securities, Level 2 to Level 1 transfers, amount | 0 | 100,000 | |
Fair value, securities, Level 1 to Level 2 transfers, amount | 0 | $ 4,100,000 | |
Nonconsolidated VIEs | |||
Variable Interest Entity [Line Items] | |||
Carrying value and maximum risk of loss | $ 15,200,000 | ||
LIBOR | CLOs | |||
Variable Interest Entity [Line Items] | |||
Investments, basis spread on variable interest rate | 9.50% | ||
LIBOR | Minimum | CLOs | |||
Variable Interest Entity [Line Items] | |||
Basis spread on variable interest rate | 1.00% | ||
LIBOR | Maximum | CLOs | |||
Variable Interest Entity [Line Items] | |||
Basis spread on variable interest rate | 8.75% | ||
Senior Notes | CLOs | |||
Variable Interest Entity [Line Items] | |||
Unpaid principal balance exceeds fair value | $ 1,200,000 | ||
Subordinated Notes - Newfleet CLO 2016-1 | CLOs | |||
Variable Interest Entity [Line Items] | |||
Debt par value | 1,111,000,000 | ||
Subordinated Notes - Newfleet CLO 2016-1 | Subordinated Debt | CLOs | |||
Variable Interest Entity [Line Items] | |||
Debt par value | 138,500,000 | ||
Senior Secured Floating Rate Notes - Newfleet CLO 2016-1 | Senior Notes | CLOs | |||
Variable Interest Entity [Line Items] | |||
Debt par value | $ 972,500,000 |