Document and Entity Information
Document and Entity Information - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2017 | Feb. 14, 2018 | Jun. 30, 2017 | |
Document And Entity Information [Abstract] | |||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Period End Date | Dec. 31, 2017 | ||
Document Fiscal Year Focus | 2,017 | ||
Document Fiscal Period Focus | FY | ||
Trading Symbol | VRTS | ||
Entity Registrant Name | VIRTUS INVESTMENT PARTNERS, INC. | ||
Entity Central Index Key | 883,237 | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Current Reporting Status | Yes | ||
Entity Voluntary Filers | No | ||
Entity Filer Category | Large Accelerated Filer | ||
Entity Common Stock, Shares Outstanding | 7,171,300 | ||
Entity Public Float | $ 774 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Assets: | ||
Cash and cash equivalents | $ 233,465 | $ 82,687 |
Accounts receivable, net | 65,648 | 35,879 |
Furniture, equipment, and leasehold improvements, net | 10,833 | 7,728 |
Intangible assets, net | 301,954 | 38,427 |
Goodwill | 170,153 | 6,788 |
Deferred taxes, net | 32,428 | 47,535 |
Total assets | 2,590,799 | 824,388 |
Liabilities: | ||
Accrued compensation and benefits | 86,658 | 47,885 |
Accounts payable and accrued liabilities | 29,607 | 25,176 |
Dividends payable | 6,528 | 3,479 |
Other liabilities | 39,895 | 13,505 |
Total liabilities | 1,981,397 | 465,449 |
Commitments and Contingencies (Note 10) | ||
Redeemable noncontrolling interests | 4,178 | 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 December 31, 2017 and December 31, 2016, respectively | 110,843 | 0 |
Common stock, $0.01 par value, 1,000,000,000 shares authorized; 10,455,934 shares issued and 7,159,645 shares outstanding at December 31, 2017 and 9,119,058 shares issued and 5,889,013 shares outstanding at December 31, 2016 | 105 | 91 |
Additional paid-in capital | 1,216,173 | 1,090,331 |
Accumulated deficit | (386,216) | (424,279) |
Accumulated other comprehensive income (loss) | (600) | (224) |
Treasury stock, at cost, 3,296,289 and 3,230,045 shares at December 31, 2017 and December 31, 2016, respectively | (351,748) | (344,246) |
Total equity attributable to stockholders | 588,557 | 321,673 |
Noncontrolling interests | 16,667 | 0 |
Total equity | 605,224 | 321,673 |
Total liabilities and equity | 2,590,799 | 824,388 |
Consolidated entity excluding consolidated investment products | ||
Assets: | ||
Cash and cash equivalents | 132,150 | 64,588 |
Investments | 108,492 | 89,371 |
Other assets | 35,771 | 16,789 |
Liabilities: | ||
Debt | 248,320 | 30,000 |
Consolidated investment products | ||
Assets: | ||
Cash and cash equivalents | 101,315 | 18,099 |
Cash pledged or on deposit of CIP | 817 | 984 |
Investments | 1,597,752 | 489,042 |
Other assets | 33,486 | 9,158 |
Liabilities: | ||
Notes payable of CIP | 1,457,435 | 328,761 |
Securities purchased payable and other liabilities of CIP | 112,954 | 16,643 |
Redeemable noncontrolling interests | $ 4,178 | $ 37,266 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Dec. 31, 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) | 10,455,934 | 9,119,058 |
Common stock, shares outstanding (in shares) | 7,159,645 | 5,889,013 |
Treasury stock, shares (in shares) | 3,296,289 | 3,230,045 |
Series D preferred stock | ||
Preferred stock, par value (in $ per share) | $ 0.01 | $ 0 |
Preferred stock, shares authorized (in shares) | 1,150,000 | 0 |
Preferred stock, shares issued (in shares) | 1,150,000 | 0 |
Preferred stock, shares outstanding (in shares) | 1,150,000 | 0 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) shares in Thousands, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Revenues | |||
Investment management fees | $ 331,075 | $ 235,230 | $ 264,865 |
Distribution and service fees | 44,322 | 48,250 | 67,066 |
Administration and shareholder service fees | 48,996 | 38,261 | 48,247 |
Other income and fees | 1,214 | 813 | 1,799 |
Total revenues | 425,607 | 322,554 | 381,977 |
Operating Expenses | |||
Employment expenses | 191,394 | 135,641 | 137,095 |
Distribution and other asset-based expenses | 71,987 | 69,049 | 89,731 |
Restructuring and severance | 10,580 | 4,270 | 0 |
Depreciation and other amortization | 3,497 | 3,092 | 3,443 |
Amortization expense | 12,173 | 2,461 | 3,295 |
Total operating expenses | 367,572 | 271,740 | 301,599 |
Operating Income (Loss) | 58,035 | 50,814 | 80,378 |
Other Income (Expense) | |||
Other income (expense), net | 1,635 | 1,089 | 898 |
Total other income (expense), net | 18,161 | 8,819 | (26,650) |
Interest Income (Expense) | |||
Total interest income (expense), net | 4,233 | 10,174 | 13,915 |
Income (Loss) Before Income Taxes | 80,429 | 69,807 | 67,643 |
Income tax expense (benefit) | 40,490 | 21,044 | 36,972 |
Net Income (Loss) | 39,939 | 48,763 | 30,671 |
Noncontrolling interests | (2,927) | (261) | 4,435 |
Net Income (Loss) Attributable to Stockholders | 37,012 | 48,502 | 35,106 |
Preferred stockholder dividends | (8,336) | 0 | 0 |
Net Income (Loss) Attributable to Common Stockholders | $ 28,676 | $ 48,502 | $ 35,106 |
Earnings per share—Basic (in $ per share) | $ 4.09 | $ 6.34 | $ 3.99 |
Earnings per Share—Diluted (in $ per share) | 3.96 | 6.20 | 3.92 |
Cash dividends declared per preferred share (in $ per share) | 7.25 | 0 | 0 |
Cash dividends declared per common share (in $ per share) | $ 1.80 | $ 1.8 | $ 1.8 |
Weighted Average Shares Outstanding—Basic (in shares) | 7,013 | 7,648 | 8,797 |
Weighted Average Shares Outstanding—Diluted (in shares) | 7,247 | 7,822 | 8,960 |
Consolidated entity excluding consolidated investment products | |||
Operating Expenses | |||
Other operating expenses | $ 69,410 | $ 50,274 | $ 63,901 |
Other Income (Expense) | |||
Realized and unrealized gain (loss) on investments, net | 2,973 | 4,982 | (862) |
Interest Income (Expense) | |||
Interest expense | (12,007) | (679) | (523) |
Interest and dividend income | 2,160 | 1,743 | 1,261 |
Consolidated investment products | |||
Operating Expenses | |||
Other operating expenses | 8,531 | 6,953 | 4,134 |
Other Income (Expense) | |||
Realized and unrealized gain (loss) on investments, net | 13,553 | 2,748 | (26,686) |
Interest Income (Expense) | |||
Interest expense | (35,243) | (11,292) | (484) |
Interest and dividend income | $ 49,323 | $ 20,402 | $ 13,661 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Income - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Statement of Comprehensive Income [Abstract] | |||
Net Income (Loss) | $ 39,939 | $ 48,763 | $ 30,671 |
Other comprehensive income (loss), net of tax: | |||
Foreign currency translation adjustment, net of tax of ($4), ($348) and $266 for the years ended December 31, 2017, 2016 and 2015 | 12 | 569 | (434) |
Unrealized (loss) gain on available-for-sale securities, net of tax of $100, ($32), and $71 for the years ended December 31, 2017, 2016 and 2015, respectively | (388) | 241 | (358) |
Other comprehensive income (loss) | (376) | 810 | (792) |
Comprehensive income (loss) | 39,563 | 49,573 | 29,879 |
Comprehensive (income) loss attributable to noncontrolling interests | (2,927) | (261) | 4,435 |
Comprehensive income (loss) attributable to stockholders | $ 36,636 | $ 49,312 | $ 34,314 |
Consolidated Statements of Com6
Consolidated Statements of Comprehensive Income (Parenthetical) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Statement of Comprehensive Income [Abstract] | |||
Foreign currency translation adjustment, tax benefit (expense) | $ (4) | $ (348) | $ 266 |
Unrealized gain (loss) on available-for-sale securities, tax benefit (expense) | $ 100 | $ (32) | $ 71 |
Consolidated Statements of Chan
Consolidated Statements of Changes in Stockholders' Equity - USD ($) $ in Thousands | Total | Common Stock | Additional Paid-in Capital | Accumulated Deficit | Accumulated Other Comprehensive Income (Loss) | Treasury Stock | Total Attributed To Shareholders | Non- controlling Interest | Series D preferred stock | Series D preferred stockPreferred Stock | Series D preferred stockTotal Attributed To Shareholders |
Balance (in shares) at Dec. 31, 2014 | 8,975,833 | 575,441 | |||||||||
Balance at Dec. 31, 2014 | $ 563,352 | $ 96 | $ 1,148,908 | $ (507,521) | $ (242) | $ (77,699) | $ 563,542 | $ (190) | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||
Net income (loss) | 34,930 | 35,106 | 35,106 | (176) | |||||||
Net unrealized gain (loss)on securities available-for-sale | (358) | (358) | (358) | ||||||||
Foreign currency translation adjustment | (434) | (434) | (434) | ||||||||
Activity of noncontrolling interests, net | (199) | (199) | 199 | ||||||||
Cash dividends declared | (16,009) | (16,009) | (16,009) | ||||||||
Repurchase of common shares (in shares) | (638,703) | (638,703) | |||||||||
Repurchase of common shares | (80,000) | $ (80,000) | (80,000) | ||||||||
Issuance of common shares related to employee stock transactions (in shares) | 61,814 | ||||||||||
Issuance of common shares related to employee stock transactions | 842 | 842 | 842 | ||||||||
Taxes paid on stock-based compensation | (5,080) | (5,080) | (5,080) | ||||||||
Stock-based compensation | 11,116 | 11,116 | 11,116 | ||||||||
Excess tax benefits (tax deficiencies) from stock-based compensation | 1,098 | 1,098 | 1,098 | ||||||||
Balance (in shares) at Dec. 31, 2015 | 8,398,944 | 1,214,144 | |||||||||
Balance at Dec. 31, 2015 | 509,457 | $ 96 | 1,140,875 | (472,614) | (1,034) | $ (157,699) | 509,624 | (167) | |||
Balance at Dec. 31, 2014 | 23,071 | ||||||||||
Increase (Decrease) in Redeemable Noncontrolling Interest [Roll Forward] | |||||||||||
Net income (loss) | (4,259) | ||||||||||
Activity of noncontrolling interests, net | 55,052 | ||||||||||
Balance at Dec. 31, 2015 | 73,864 | ||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||
Net income (loss) | 48,502 | 48,502 | 48,502 | 0 | |||||||
Net unrealized gain (loss)on securities available-for-sale | 241 | 241 | 241 | ||||||||
Foreign currency translation adjustment | 569 | 569 | 569 | ||||||||
Activity of noncontrolling interests, net | (167) | (167) | 167 | ||||||||
Cash dividends declared | (13,015) | (13,015) | (13,015) | ||||||||
Repurchase of common shares (in shares) | (2,572,417) | (2,015,901) | |||||||||
Repurchase of common shares | (233,757) | $ (6) | (47,204) | $ (186,547) | (233,757) | ||||||
Issuance of common shares related to employee stock transactions (in shares) | 62,486 | ||||||||||
Issuance of common shares related to employee stock transactions | 1,055 | $ 1 | 1,054 | 1,055 | |||||||
Taxes paid on stock-based compensation | (1,530) | (1,530) | (1,530) | ||||||||
Stock-based compensation | 11,449 | 11,449 | 11,449 | ||||||||
Excess tax benefits (tax deficiencies) from stock-based compensation | (1,298) | (1,298) | (1,298) | ||||||||
Balance (in shares) at Dec. 31, 2016 | 5,889,013 | 3,230,045 | |||||||||
Balance at Dec. 31, 2016 | 321,673 | $ 91 | 1,090,331 | (424,279) | (224) | $ (344,246) | 321,673 | 0 | |||
Increase (Decrease) in Redeemable Noncontrolling Interest [Roll Forward] | |||||||||||
Net income (loss) | 261 | ||||||||||
Activity of noncontrolling interests, net | (36,859) | ||||||||||
Balance at Dec. 31, 2016 | 37,266 | ||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||
Cumulative effect adjustment for adoption of ASU 2016-09 | 1,051 | 1,051 | 1,051 | ||||||||
Net income (loss) | 38,519 | 37,012 | 37,012 | 1,507 | |||||||
Net unrealized gain (loss)on securities available-for-sale | (388) | (388) | (388) | ||||||||
Foreign currency translation adjustment | 12 | 12 | 12 | ||||||||
Activity of noncontrolling interests, net | $ 15,160 | 15,160 | |||||||||
Issuance of stock, net of offering costs (in shares) | 1,260,169 | 1,046,500 | 1,150,000 | ||||||||
Issuance of stock, net of offering costs | $ 109,327 | $ 11 | 109,316 | 109,327 | $ 110,843 | $ 110,843 | $ 110,843 | ||||
Dividends | (8,337) | (8,337) | (8,337) | ||||||||
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 | $ (13,545) | (13,545) | (13,545) | ||||||||
Repurchase of common shares (in shares) | (66,244) | (66,244) | (66,244) | ||||||||
Repurchase of common shares | $ (7,502) | $ (7,502) | (7,502) | ||||||||
Issuance of common shares related to employee stock transactions (in shares) | 76,707 | ||||||||||
Issuance of common shares related to employee stock transactions | 841 | $ 1 | 840 | 841 | |||||||
Taxes paid on stock-based compensation | (3,499) | (3,499) | (3,499) | ||||||||
Stock-based compensation | 19,329 | 19,329 | 19,329 | ||||||||
Balance (in shares) at Dec. 31, 2017 | 7,159,645 | 3,296,289 | 1,150,000 | ||||||||
Balance at Dec. 31, 2017 | 605,224 | $ 105 | $ 1,216,173 | $ (386,216) | $ (600) | $ (351,748) | $ 588,557 | $ 16,667 | $ 110,843 | ||
Increase (Decrease) in Redeemable Noncontrolling Interest [Roll Forward] | |||||||||||
Net income (loss) | 1,420 | ||||||||||
Activity of noncontrolling interests, net | (34,508) | ||||||||||
Balance at Dec. 31, 2017 | $ 4,178 |
Consolidated Statements of Cha8
Consolidated Statements of Changes in Stockholders' Equity (Parenthetical) - $ / shares | 3 Months Ended | 12 Months Ended | |||||
Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Statement of Stockholders' Equity [Abstract] | |||||||
Cash dividends declared per common share (in $ per share) | $ 0.45 | $ 0.45 | $ 0.45 | $ 0.45 | $ 1.80 | $ 1.8 | $ 1.8 |
Cash dividends declared per preferred share (in $ per share) | $ 1.8125 | $ 1.8125 | $ 1.8125 | $ 1.8125 | $ 7.25 | $ 0 | $ 0 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flow - USD ($) | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Cash Flows from Operating Activities: | |||
Net income (loss) | $ 39,939,000 | $ 48,763,000 | $ 30,671,000 |
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities: | |||
Depreciation expense, intangible asset and other amortization | 18,329,000 | 5,796,000 | 6,967,000 |
Stock-based compensation | 20,327,000 | 11,948,000 | 11,863,000 |
Excess tax benefit from stock-based compensation | 0 | (401,000) | (1,586,000) |
Amortization of deferred commissions | 2,308,000 | 2,413,000 | 7,924,000 |
Payments of deferred commissions | (2,871,000) | (1,887,000) | (3,322,000) |
Equity in earnings of equity method investments | (1,678,000) | (1,075,000) | (879,000) |
Realized (gain) loss on sale of equity method investment | 0 | (2,883,000) | 0 |
Realized and unrealized (gains) losses on trading securities, net | (3,237,000) | (2,099,000) | 1,158,000 |
Distributions from equity method investments | 911,000 | 0 | 0 |
Sales (purchases) of trading securities, net | 20,444,000 | 16,828,000 | 8,962,000 |
(Gain) loss on disposal of fixed assets | 345,000 | 185,000 | 0 |
Deferred taxes, net | 22,835,000 | 6,399,000 | 6,356,000 |
Changes in operating assets and liabilities: | |||
Accounts receivable, net and other assets | (961,000) | (1,695,000) | 10,620,000 |
Accrued compensation and benefits, accounts payable, accrued liabilities and other liabilities | 11,468,000 | 50,000 | (14,795,000) |
Operating activities of consolidated investment products (CIP): | |||
Net cash provided by (used in) operating activities | (182,692,000) | 30,522,000 | (209,430,000) |
Cash Flows from Investing Activities: | |||
Capital expenditures | (1,511,000) | (2,023,000) | (4,683,000) |
Proceeds from sale of equity method investment | 0 | 8,621,000 | 0 |
Equity method investment contributions | 0 | (2,471,000) | (1,617,000) |
Acquisition of business, net of cash acquired | (393,446,000) | ||
Acquisition of business, net of cash acquired | 0 | 89,000 | |
Purchases of available-for-sale securities | (21,433,000) | (145,000) | (227,000) |
Net cash provided by (used in) investing activities | (416,994,000) | 3,079,000 | (6,438,000) |
Cash Flows from Financing Activities: | |||
Issuance of debt | 260,000,000 | 0 | 0 |
Payment of long term debt | (650,000) | 0 | 0 |
Payment of contingent consideration | (51,690,000) | 0 | 0 |
Payment of deferred financing costs | (15,549,000) | (1,159,000) | (47,000) |
Borrowings (Repayments) on credit facility and other debt | (30,970,000) | 30,000,000 | 0 |
Repurchase of common shares | (7,502,000) | (233,757,000) | (80,000,000) |
Preferred stock dividends paid | (6,253,000) | 0 | 0 |
Common stock dividends paid | (12,581,000) | (13,774,000) | (16,047,000) |
Proceeds from exercise of stock options | 111,000 | 491,000 | 116,000 |
Taxes paid related to net share settlement of restricted stock units | (3,499,000) | (1,530,000) | (5,080,000) |
Proceeds from issuance of mandatory convertible preferred stock, net of issuance costs | 111,004,000 | ||
Proceeds from issuance of common stock, net of issuance costs | 109,487,000 | 0 | 0 |
Excess tax benefits from stock-based compensation | 0 | 401,000 | 1,586,000 |
Contributions of noncontrolling interests, net | 30,047,000 | 10,904,000 | 55,700,000 |
Net cash provided by (used in) financing activities | 750,464,000 | (48,298,000) | 109,948,000 |
Net increase (decrease) in cash and cash equivalents | 150,778,000 | (14,697,000) | (105,920,000) |
Cash and cash equivalents, beginning of year | 82,687,000 | 97,384,000 | 203,304,000 |
Cash and cash equivalents, end of year | 233,465,000 | 82,687,000 | 97,384,000 |
Supplemental Disclosure of Cash Flow Information | |||
Interest paid | 8,147,000 | 420,000 | 266,000 |
Income taxes paid, net | 12,149,000 | 16,715,000 | 31,850,000 |
Supplemental Disclosure of Non-Cash Activities | |||
Capital expenditures | 70,000 | 134,000 | (692,000) |
Preferred stock dividends payable | 2,084,000 | 0 | 0 |
Common stock dividends payable | 965,000 | 2,650,000 | 4,233,000 |
Stock issued for acquisition of business | 21,738,000 | 0 | 0 |
Accrued stock issuance costs | 332,000 | 0 | 0 |
Consolidated investment products | |||
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities: | |||
Realized and unrealized (gains) losses on trading securities, net | (14,051,000) | (3,648,000) | 30,037,000 |
Operating activities of consolidated investment products (CIP): | |||
Purchases of investments by CIP | (923,519,000) | (464,216,000) | (653,139,000) |
Sales of investments by CIP | 615,565,000 | 400,493,000 | 408,416,000 |
Net proceeds (purchases) of short term investments by CIP | 595,000 | 6,139,000 | (54,495,000) |
(Purchases) sales of securities sold short by CIP, net | 256,000 | (4,520,000) | (1,747,000) |
Change in cash pledged or on deposit of CIP | 167,000 | 9,604,000 | (2,604,000) |
Change in other assets of CIP | (255,000) | (1,491,000) | (2,428,000) |
Change in liabilities of CIP | 5,284,000 | 2,100,000 | 2,591,000 |
Amortization of discount on notes payable of CIP | 5,107,000 | 3,719,000 | 0 |
Cash Flows from Investing Activities: | |||
Change in cash and cash equivalents of CIP due to deconsolidation, net | (604,000) | (903,000) | 0 |
Cash Flows from Financing Activities: | |||
Borrowings of proceeds from short sales by CIP | 0 | 0 | 1,473,000 |
(Repayment) Borrowings by CIP | 105,000,000 | 156,154,000 | (152,247,000) |
Proceeds from issuance of notes payable by consolidated investment product | 474,009,000 | 316,280,000 | 0 |
Repayment of notes payable by CIP | (500,000) | 0 | 0 |
Cash and cash equivalents, beginning of year | 18,099,000 | ||
Cash and cash equivalents, end of year | 101,315,000 | 18,099,000 | |
Supplemental Disclosure of Non-Cash Activities | |||
Increase (Decrease) to noncontrolling interest due to consolidation (deconsolidation) of CIP, net | $ (65,576,000) | $ (47,763,000) | $ (648,000) |
Organization and Business
Organization and Business | 12 Months Ended |
Dec. 31, 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 acquired RidgeWorth Investments ("RidgeWorth"), which provided investment management services through its affiliated managers to clients in North America, Europe and Asia. (See Note 3 for further discussion of the RidgeWorth acquisition.) |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2017 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Summary of Significant Accounting Policies The Company’s significant accounting policies, which have been consistently applied, are as follows: Principles of Consolidation and Basis of Presentation The Company’s consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”). The 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. See Note 18 for additional information related to the consolidation of investment products. Intercompany accounts and transactions have been eliminated. The Company evaluates the appropriateness of consolidation of any variable interest entity ("VIEs") in which the Company has a variable interest. 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. The Company has reclassified certain amounts in prior-period financial statements to conform to the current period's presentation. Previously, the Company reported consolidated investment products and consolidated sponsored investment products separately. Currently, the Company combines these categories under the caption "consolidated investment products" and has accordingly reclassified prior presentations. The reclassifications were not material to the Consolidated Financial Statements. Noncontrolling Interest Noncontrolling interests represent the profit or loss attributed to third-party investors in consolidated investment products and other affiliates. Noncontrolling interests related to certain consolidated investment products are classified as redeemable noncontrolling interests because investors in these funds may request withdrawals at any time. Use of Estimates The preparation of the consolidated financial statements requires management to make certain estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosures of contingent assets and liabilities at the dates of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting periods. Management believes the estimates used in preparing the consolidated financial statements are reasonable and prudent. Actual results could differ from those estimates. Segment Information Accounting Standards Codification (“ASC”) 280, Segment Reporting , establishes disclosure requirements relating to operating segments in annual and interim financial statements. Business or operating segments are defined as components of an enterprise about which separate financial information is available that is regularly evaluated by the chief operating decision maker in deciding how to allocate resources and assess performance. The Company operates in one business segment, namely as an asset manager providing investment management and related services for individual and institutional clients. The Company’s Chief Executive Officer is the Company’s chief operating decision maker. Although the Company provides disclosures regarding assets under management and other asset flows by product, the Company’s determination that it operates in one business segment is based on the fact that the same investment professionals manage both retail and institutional products, operational resources support multiple products, such products have the same or similar regulatory framework and the Company’s chief operating decision maker reviews the Company’s financial performance on a consolidated level. Investment managers within the Company are generally not aligned with specific product lines. Cash and Cash Equivalents Cash and cash equivalents consist of cash in banks and money market fund investments. Investments Marketable Securities and collateralized loan obligations Marketable securities are carried at fair value in accordance with ASC 320 , Investments—Debt and Equity Securities (“ASC 320”). Marketable securities include sponsored open-end funds and other equity securities classified as trading securities and sponsored closed-end funds classified as available-for-sale securities. The Company also has investments in CLOs for which the Company provides investment management services. These investments in collateralized loan obligations are classified as both trading and available-for-sale. Marketable securities are marked to market based on the respective publicly quoted net asset values of the funds or market prices of the equity securities or bonds. Marketable securities transactions are recorded on a trade date basis. Any unrealized appreciation or depreciation on trading securities is reported as realized and unrealized gain (loss) on investments in the Consolidated Statement of Operations. Any unrealized appreciation or depreciation on available-for-sale securities, net of income taxes, is reported as a component of accumulated other comprehensive income in equity attributable to stockholders in the Consolidated Statement of Comprehensive Income. On a quarterly basis, the Company conducts a review to assess whether other-than-temporary impairments exist on its available-for-sale marketable securities. Other-than-temporary declines in value may exist if the fair value of a marketable security has been below the carrying value for an extended period of time. If an other-than-temporary decline in value is determined to exist, the unrealized investment loss, net of tax, is recognized in the Consolidated Statements of Operations in the period in which the other-than-temporary decline in value occurs, as well as an accompanying permanent adjustment to accumulated other comprehensive income. Equity Method Investments The Company’s investment in noncontrolled entities, where the Company does not hold a controlling financial interest but has the ability to significantly influence operating and financial matters, is accounted for under the equity method of accounting in accordance with ASC 323, Investments-Equity Method and Joint Ventures . Under the equity method of accounting, the Company’s share of the noncontrolled entities net income or loss is recorded in other income (expense), net in the accompanying Consolidated Statements of Operations. Distributions received reduce the Company’s investment. The investment is evaluated for impairment if events or changes indicate that the carrying amount exceeds its fair value. If the carrying amount of an investment does exceed its fair value and the decline in fair value is deemed to be other-than-temporary, an impairment charge will be recorded. Non-qualified Retirement Plan Assets and Liabilities The Company has a non-qualified retirement plan (the “Excess Incentive Plan”) that allows certain employees to voluntarily defer compensation. Assets held in trust, which are considered trading securities, are included in investments and are carried at fair value in accordance with ASC 820, Fair Value Measurement ; the associated obligations to participants are included in other liabilities in the Company’s Consolidated Balance Sheets and approximate the fair value of the associated assets . See Note 5 Investments for additional information related to the Excess Incentive Plan. Deferred Commissions Deferred commissions, which are included in other assets in the Company's Consolidated Balance Sheets, are commissions paid to broker-dealers on sales of certain mutual fund share classes. Deferred commissions are recovered by the receipt of monthly asset-based distributor fees from the mutual funds or contingent deferred sales charges received upon redemption of shares within one to five years, depending on the fund share class. The deferred costs resulting from the sale of shares are amortized on a straight-line basis over a one to five -year period, depending on the fund share class, or until the underlying shares are redeemed. Deferred commissions are periodically assessed for impairment and additional amortization expense is recorded, as appropriate. Furniture, Equipment and Leasehold Improvements, Net Furniture, equipment and leasehold improvements are recorded at cost. Depreciation is computed using the straight-line method over the estimated useful lives of three to seven years for furniture and office equipment, and three to five years for computer equipment and software. Leasehold improvements are depreciated over the shorter of the remaining estimated lives of the related leases or useful lives of the improvements. Major renewals or betterments are capitalized, and recurring repairs and maintenance are expensed as incurred. Leases The Company currently leases office space and equipment under various leasing arrangements. Leases are classified as either capital leases or operating leases, as appropriate. Most lease agreements are classified as operating leases and contain renewal options, rent escalation clauses or other inducements provided by the lessor. Rent expense under non-cancelable operating leases with scheduled rent increases or rent holidays is accounted for on a straight-line basis over the lease term, beginning on the date of initial possession or the effective date of the lease agreement. The amount of the excess of straight-line rent expense over scheduled payments is recorded as a deferred liability. Build-out allowances and other such lease incentives are recorded as deferred credits and are amortized on a straight-line basis as a reduction of rent expense beginning in the period they are deemed to be earned, which generally coincides with the effective date of the lease. Goodwill and Intangible Assets Goodwill represents the excess of the purchase price of acquisitions and mergers over the identified net assets and liabilities acquired. In accordance with ASC 350, Goodwill and Other Intangible Assets, goodwill is not amortized. A single reporting unit has been identified for the purpose of assessing potential impairments of goodwill. An impairment analysis of goodwill is performed annually or more frequently, if warranted by events or changes in circumstances affecting the Company’s business. The Company follows the Financial Accounting Standards Board (“FASB”) Accounting Standards Update (“ASU”) 2011-08, Testing Goodwill for Impairment, which states that an entity has the option to first assess qualitative factors to determine whether the existence of events or circumstances leads to a determination that it is more likely than not that the fair value of a reporting unit is less than its carrying amount. If, after assessing the totality of events or circumstances, an entity determines it is not more likely than not that the fair value of a reporting unit is less than its carrying amount, then performing the two-step impairment test is unnecessary. The Company’s 2017 and 2016 annual goodwill impairment analysis did not result in any impairment charges. Definite-lived intangible assets comprise acquired investment advisory contracts. These assets are amortized on a straight-line basis over the estimated useful lives of such assets, which range from one to sixteen years. Definite-lived intangible assets are evaluated for impairment on an ongoing basis whenever events or circumstances indicate that the carrying value of the definite-lived intangible asset may not be fully recoverable. The Company determines if impairment has occurred by comparing estimates of future undiscounted cash flows to the carrying value of assets. Assets are considered impaired, and impairment is recorded, if the carrying value exceeds the expected future undiscounted cash flows. Indefinite-lived intangible assets comprise closed-end and exchange traded fund investment advisory contracts. These assets are tested for impairment annually or when events or changes in circumstances indicate the assets might be impaired. The Company follows ASU No. 2012-02, Testing Indefinite-Lived Intangible Assets for Impairment , which provides entities with an option to perform a qualitative assessment of indefinite-lived intangible assets other than goodwill for impairment to determine if additional impairment testing is necessary. The Company’s 2017 and 2016 annual indefinite-lived intangible assets impairment analysis did not result in any impairment charges. Treasury Stock Treasury stock is accounted for under the cost method and is included as a deduction from equity in the Stockholders’ Equity section of the Consolidated Balance Sheets. Upon any subsequent resale, the treasury stock account is reduced by the cost of such stock. Revenue Recognition Investment management fees, distribution and service fees and administration and shareholder service fees are recorded as revenues during the period in which services are performed. Investment management fees are earned based upon a percentage of assets under management and are paid pursuant to the terms of the respective investment management contracts, which generally require monthly or quarterly payment. The Company accounts for investment management fees in accordance with ASC 605, Revenue Recognition , and has recorded its management fees net of fees paid to unaffiliated subadvisers. The Company considers the nature of its contractual arrangements in determining whether to recognize revenue based on the gross amount billed or net amount retained. The Company has evaluated the factors in ASC 605-45 in determining whether to record revenue on a gross or net basis with significant weight placed on: (i) whether the Company is the primary obligor in the arrangement; and (ii) whether the Company has latitude in establishing price. Amounts paid to unaffiliated subadvisers for the years ended December 31, 2017 , 2016 and 2015 were $46.7 million , $47.2 million and $76.4 million , respectively. Distribution and service fees are earned based on a percentage of assets under management and are paid monthly pursuant to the terms of the respective distribution and service fee contracts. Underwriter fees are sales-based charges on sales of certain class A-share mutual funds. Administration and shareholder service fees consist of fund administration fees and shareholder service fees. Fund administration and shareholder service fees are earned based on the average daily assets in the funds. Other income and fees consist primarily of redemption income on the early redemption of certain share classes of mutual funds. Advertising and Promotion Advertising and promotional costs include print advertising and promotional items and are expensed as incurred. These costs are classified in other operating expenses in the Consolidated Statements of Operations. Stock-based Compensation The Company accounts for stock-based compensation expense in accordance with ASC 718, Compensation—Stock Compensation (“ASC 718”), which requires the measurement and recognition of compensation expense for share-based awards based on the estimated fair value on the date of grant. Restricted stock units (“RSUs”) are stock awards that entitle the holder to receive shares of the Company’s common stock as the award vests over time or when certain performance targets are achieved. The fair value of each RSU award 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. Compensation expense for RSU awards is recognized ratably over the vesting period on a straight-line basis. Income Taxes The Company accounts for income taxes in accordance with ASC 740, Income Taxes, ("ASC 740")which requires recognition of the amount of taxes payable or refundable for the current year, as well as deferred tax liabilities and assets for the future tax consequences of events that have been included in the Company’s financial statements or tax returns. Deferred tax liabilities and assets result from temporary differences between the book value and tax basis of the Company’s assets, liabilities and carry-forwards, such as net operating losses or tax credits. The Company’s methodology for determining the realizability of deferred tax assets includes consideration of taxable income in prior carryback year(s) if carryback is permitted under the tax law, as well as consideration of the reversal of deferred tax liabilities that are in the same period and jurisdiction and are of the same character as the temporary differences that gave rise to the deferred tax assets. The Company’s methodology also includes estimates of future taxable income from its operations, as well as the expiration dates and amounts of carry-forwards related to net operating losses and capital losses. These estimates are projected through the life of the related deferred tax assets based on assumptions that the Company believes to be reasonable and consistent with demonstrated operating results. Changes in future operating results not currently forecasted may have a significant impact on the realization of deferred tax assets. Valuation allowances are provided when it is determined that it is more likely than not that the benefit of deferred tax assets will not be realized. Comprehensive Income The Company reports all changes in comprehensive income in the Consolidated Statements of Changes in Stockholders’ Equity and the Consolidated Statements of Comprehensive Income. Comprehensive income includes net income (loss), foreign currency translation adjustments (net of tax) and unrealized gains and losses on investments classified as available-for-sale (net of tax). Earnings per Share Earnings per share (“EPS”) is calculated in accordance with ASC 260, Earnings per Share . Basic EPS excludes dilution for potential common stock issuances and is computed by dividing basic 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 mandatory convertible preferred stock ("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. Fair Value Measurements and Fair Value of Financial Instruments ASC 820, Fair Value Measurements and Disclosures, establishes a framework for measuring fair value and a valuation hierarchy based upon the transparency of inputs used in the valuation of an asset or liability. The FASB defines fair value as the price that would be received to sell an asset, or paid to transfer a liability, in an orderly transaction between market participants at the measurement date. Classification within the hierarchy is based upon the lowest level of input that is significant to the fair value measurement. The valuation hierarchy contains three levels as follows: Level 1—Unadjusted quoted prices for identical instruments in active markets. Level 1 assets and liabilities may include debt securities and equity securities that are traded in an active exchange market. Level 2—Quoted prices for similar instruments in active markets; quoted prices for identical or similar instruments in markets that are not active; and model-derived valuations in which all significant inputs and significant value drivers are observable in active markets. Level 2 inputs may include observable market data such as closing market prices provided by independent pricing services after considering factors such as the yields or prices of comparable investments of comparable quality, coupon, maturity, call rights and other potential prepayments, terms and type, reported transactions, indications as to values from dealers and general market conditions. In addition, pricing services may determine the fair value of equity securities traded principally in foreign markets when it has been determined that there has been a significant trend in the U.S. equity markets or in index futures trading. Level 2 assets and liabilities may include debt and equity securities, purchased loans and over-the-counter derivative contracts whose fair value is determined using a pricing model without significant unobservable market data inputs. Level 3—Valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable in active exchange markets. Recent Accounting Pronouncements New Accounting Standards Implemented The Company adopted 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 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 consolidated financial statements. New Accounting Standards Not Yet Implemented In January 2017, the FASB issued ASU 2017-01, Clarifying the Definition of a Business ("ASU 2017-01"). ASU 2017-01 provides guidance on evaluating whether transactions should be accounted for as acquisitions (or disposals) of assets or businesses. The standard is effective for interim and annual periods beginning after December 15, 2017. The Company will apply the standard prospectively upon adoption. The impact of this standard on the Company’s consolidated financial statements will depend on acquisitions (or disposals) of assets or businesses by the Company in periods following adoption. In January 2017, the FASB issued ASU 2017-04, Intangibles - Goodwill and Other: Simplifying the Accounting for Goodwill Impairment ("ASU 2017-04"). Under ASU 2017-04, a goodwill impairment will now be the amount by which a reporting unit’s carrying value exceeds its fair value. This standard is effective for annual or any interim goodwill impairment test in fiscal years beginning after December 15, 2019, with early adoption permitted for impairment tests performed after January 1, 2017. The Company adopted this standard effective January 1, 2018, and will a pply the standard prospectively for all future annual and interim goodwill impairment tests . The impact of the new standard will depend on the outcomes of future goodwill impairment tests. In November 2016, the 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, 2017, and interim periods within those fiscal years. Early adoption is permitted. A reporting entity is required to apply this standard on a retrospective basis as of the beginning of the fiscal year for which the standard is effective. The Company adopted this standard effective January 1, 2018. T he adoption of this standard did not have a material impact on the Company's 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. The Company adopted this standard effective January 1, 2018. T he adoption of this standard did not have a material impact on the Company's 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. 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. These updates are effective for annual periods beginning after December 15, 2017 and interim periods within those fiscal years. The Company's implementation assessment included the identification of revenue within the scope of the guidance, as well as the review of terms and conditions of a sample of revenue contracts covering a broad range of products. The Company adopted ASU 2014-09 effective January 1, 2018, using the modified retrospective approach and has determined that the adoption did not have a material change in the timing of recognition of the Company's revenue. Due to the revised criteria related to whether or not the Company is acting as a principal or agent the Company expects certain costs that are currently presented on a net of revenue basis to be presented on a gross revenue basis under the revised criteria. 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 has evaluated 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 (loss), net of tax, with respect to these equity investments was $(0.4) million and $0.2 million for the years ended December 31, 2017 and December 31, 2016 , respectively. The Company adopted this standard effective January 1, 2018. T he adoption of this standard did not have a material impact on the Company's consolidated financial statements. |
Business Combinations
Business Combinations | 12 Months Ended |
Dec. 31, 2017 | |
Business Combinations [Abstract] | |
Business Combinations | Business Combinations The Company acquired RidgeWorth Investments (the "Acquisition" or the "Acquired Business"), a multi-boutique asset manager with approximately $40.1 billion in assets under management, including $35.7 billion in long term assets under management and $4.4 billion in liquidity strategies on June 1, 2017. The Acquisition significantly increased assets under management, expanded the number of affiliated managers and provided a wider range of strategies for institutional and individual investors and broader distribution and client service resources. The 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 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 and the Company paid this amount during the fourth quarter of 2017. 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, the Company's estimate of the fair value adjustment specific to the acquired intangible assets and final tax positions is preliminary. The Company intends 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. During the seven months ended December 31, 2017, the Company recorded measurement period adjustments of $1.0 million to increase deferred tax assets, with a corresponding reduction to goodwill as a result of the finalization of certain tax analyses, as well other immaterial adjustments to the assets and liabilities and noncontrolling interests of the consolidated investment products which had no impact on goodwill or any intangible assets. The excess purchase price over the estimated fair values of assets acquired and liabilities and non-controlling interests assumed of $163.4 million was recorded as goodwill, all of which will be deductible for tax purposes over 15 years. In addition, $6.4 million in acquisition costs will be included as goodwill for tax purposes and also deducted over 15 years. The following table summarizes the initial estimate of amounts of identified acquired assets and liabilities assumed as of the acquisition date: June 1, 2017 ($ in thousands) Assets: Cash and cash equivalents $ 39,343 Investments 5,516 Accounts receivable 20,311 Assets of consolidated investment products ("CIP") Cash and cash equivalents of CIP 38,261 Investments of CIP 899,274 Other assets of CIP 19,158 Furniture, equipment and leasehold improvements 5,505 Intangible assets 275,700 Goodwill 163,365 Deferred taxes, net 6,590 Other assets 3,003 Total Assets 1,476,026 Liabilities: Accrued compensation and benefits 18,263 Accounts payable and accrued liabilities 11,858 Other liabilities 2,601 Liabilities of CIP Notes payable of CIP 770,160 Securities purchased payable and other liabilities of CIP 109,881 Noncontrolling Interests of CIP 16,181 Total Liabilities & Noncontrolling Interests 928,944 Total Net Assets Acquired $ 547,082 Identifiable Intangible Assets Acquired In connection with the allocation of the purchase price, we identified the following intangible assets: June 1, 2017 Approximate Fair Value Weighted Average of Useful Life ($ in thousands) Definite-lived intangible assets: 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 Indefinite-lived intangible assets: Trade names 8,700 N/A Total identifiable intangible assets $ 275,700 Acquired Business For the twelve months ended December 31, 2017 , the Company incurred $26.3 million in transaction and integration costs associated with the Acquisition, comprising $10.2 million in severance and restructuring charges, $9.7 million of other operating expenses, and $6.4 million in employment expenses. Immediately following the acquisition date, the Company commenced the integration of the Acquired Business into the Company's operations. The integration was largely complete as of September 30, 2017; as such, accurate segregated expense information for (and therefore earnings generated by) the Acquired Business for periods subsequent to September 30, 2017 is no longer determinable. Revenues associated with the Acquired Business, which can be separately identified, from the closing date of June 1 through December 31, 2017 were $77.1 million . The following Unaudited Pro Forma Consolidated Results of Operations are provided for illustrative purposes only and assume that the acquisition occurred on January 1, 2016. The unaudited pro forma information also reflects adjustment for transaction and integration expenses as if the transaction had been consummated on January 1, 2016. The unaudited pro forma financial information does not reflect any adjustment to the timing of any synergies or other costs savings realized. This unaudited information should not be relied upon as being indicative of historical results that would have been obtained if the acquisition had occurred on that date, nor of the results that may be obtained in the future. Years Ended December 31, 2017 2016 ($ in thousands, except per share amounts) Total Revenues $ 489,094 $ 466,429 Net Income (Loss) Attributable to Common Stockholders $ 27,523 $ 23,511 Basic EPS per Common Share $ 3.92 $ 2.99 Diluted EPS per Common Share $ 3.80 $ 2.92 |
Goodwill and Other Intangible A
Goodwill and Other Intangible Assets | 12 Months Ended |
Dec. 31, 2017 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Other Intangible Assets | Goodwill and Other Intangible Assets Intangible assets, net are summarized as follows: December 31, 2017 2016 ($ in thousands) Definite-lived intangible assets, net: Investment contracts $ 425,747 $ 158,747 Accumulated amortization (167,309 ) (155,136 ) Definite-lived intangible assets, net 258,438 3,611 Indefinite-lived intangible assets 43,516 34,816 Total intangible assets, net $ 301,954 $ 38,427 Activity in goodwill and intangible assets, net is as follows: Years Ended December 31, 2017 2016 2015 ($ in thousands) Intangible assets, net Balance, beginning of period $ 38,427 $ 40,887 $ 41,783 Acquisitions (1) 275,700 — 2,400 Amortization expense (12,173 ) (2,460 ) (3,296 ) Balance, end of period $ 301,954 $ 38,427 $ 40,887 Goodwill Balance, beginning of period $ 6,788 $ 6,701 $ 5,260 Acquisition (1) 163,365 — 1,441 Acquisition related adjustments — 87 — Balance, end of period $ 170,153 $ 6,788 $ 6,701 (1) - See Note 3 for details on the acquired intangible assets. Definite-lived intangible asset amortization for the next five years is estimated as follows: 2018 — $20.1 million , 2019 — $20.0 million , 2020 — $19.9 million , 2021 — $19.9 million , 2022 — $19.7 million , and thereafter— $158.8 million . At December 31, 2017 , the weighted average estimated remaining amortization period for definite-lived intangible assets is 13.7 years . |
Investments
Investments | 12 Months Ended |
Dec. 31, 2017 | |
Investments Schedule [Abstract] | |
Investments | Investments Investments consist primarily of investments in the Company's sponsored products. The Company’s investments, excluding the assets of consolidated investment products discussed in Note 18, at December 31, 2017 and 2016 were as follows: December 31, 2017 2016 ($ in thousands) Marketable securities $ 66,424 $ 74,907 Equity method investments 11,098 7,731 Nonqualified retirement plan assets 6,706 5,808 Investments in collateralized loan obligations 23,339 — Other investments 925 925 Total investments $ 108,492 $ 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: December 31, 2017 Cost Unrealized Loss Unrealized Gain Fair Value ($ in thousands) Trading: Sponsored funds $ 47,084 $ (1,294 ) $ 1,059 $ 46,849 Equity securities 13,141 (2 ) 2,671 15,810 Available-for-sale: Sponsored closed-end funds 3,761 (302 ) 306 3,765 Total marketable securities $ 63,986 $ (1,598 ) $ 4,036 $ 66,424 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 year ended December 31, 2017 , the Company recognized a net realized loss of $1.5 million on trading securities. For the year ended December 31, 2016 , the Company recognized a net realized loss of $0.3 million on trading securities. For the year ended December 31, 2015 , the Company recognized a net realized gain of $0.4 million on trading securities. Equity Method Investments In 2014, the Company acquired an interest in a limited partnership for approximately $5.0 million which included a future capital commitment for up to $5.0 million , in the event that it was called by the partnership. For the year ended December 31, 2017, distributions from the partnership were $0.9 million . For the year ended December 31, 2016, there were no distributions from the partnership. For the year ended December 31, 2016, the Company made capital contributions of $2.5 million to the partnership, and the remaining capital commitment is $2.3 million . Nonqualified Retirement Plan Assets The Excess Incentive Plan allows certain employees to voluntarily defer compensation. The Company holds the Excess Incentive Plan assets in a rabbi trust, which is subject to the claims of the Company’s creditors in the event of the Company’s bankruptcy or insolvency. Each participant is responsible for designating investment options for assets they contribute, and the ultimate distribution paid to each participant reflects any gains or losses on the assets realized while in the trust. Assets held in trust are included in investments and are carried at fair value utilizing Level 1 valuation techniques in accordance with ASC 320; the associated obligations to participants are included in other liabilities in the Company’s Consolidated Balance Sheets . Investments in collateralized loan obligations The Company has investments in CLOs for which the Company provides investment management services. These investments in collateralized loan obligations are classified as both trading and available-for-sale. Other Investments Other investments represent interests in entities not accounted for under the equity method such as the cost method or fair value. |
Fair Value Measurements
Fair Value Measurements | 12 Months Ended |
Dec. 31, 2017 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Fair Value Measurements The Company’s assets and liabilities measured at fair value on a recurring basis, excluding the assets and liabilities of consolidated investment products discussed in Note 18 , as of December 31, 2017 and December 31, 2016 , by fair value hierarchy level were as follows: December 31, 2017 Level 1 Level 2 Level 3 Total ($ in thousands) Assets Cash equivalents $ 72,993 $ — $ — $ 72,993 Marketable securities trading: Sponsored funds 46,849 — — 46,849 Equity securities 15,810 — — 15,810 Marketable securities available-for-sale: Sponsored closed-end funds 3,765 — — 3,765 Other investments Investments in collateralized loan obligations — 18,900 4,439 23,339 Nonqualified retirement plan assets 6,706 — — 6,706 Total assets measured at fair value $ 146,123 $ 18,900 $ 4,439 $ 169,462 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 and closed-end funds for which the Company acts as the investment manager. The fair value of open-end 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 they are traded on 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 the securities are primarily traded and are categorized as Level 1. Investments in collateralized loan obligations represent investments in CLOs for which the Company provides investment management services. The investments in collateralized loan obligations are measured at fair value based on independent third party valuations and are categorized as Level 2 and Level 3. Nonqualified retirement plan assets represent 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 significant inputs used for the fair value measurement, including market inputs or performance attributes, become observable or unobservable or 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 if the book value no longer represents fair value. There were no transfers between Level 1 and Level 2 during the years ended December 31, 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: Twelve Months Ended December 31, ($ in thousands) 2017 2016 Level 3 Investments (a) Balance at beginning of period $ — $ — Acquired in business combination 2,916 — Purchases 2,370 — Change in unrealized gain (loss), net (847 ) — Balance at end of period $ 4,439 $ — (a) The investments that are categorized as Level 3 were valued utilizing third-party pricing information without adjustment. |
Furniture, Equipment and Leaseh
Furniture, Equipment and Leasehold Improvements, Net | 12 Months Ended |
Dec. 31, 2017 | |
Property, Plant and Equipment [Abstract] | |
Furniture, Equipment and Leasehold Improvements, Net | Furniture, Equipment and Leasehold Improvements, Net Furniture, equipment and leasehold improvements, net are summarized as follows: December 31, 2017 2016 ($ in thousands) Furniture and office equipment $ 7,564 $ 5,933 Computer equipment and software 9,274 7,330 Leasehold improvements 14,132 11,334 30,970 24,597 Accumulated depreciation and amortization (20,137 ) (16,869 ) Furniture, equipment and leasehold improvements, net $ 10,833 $ 7,728 |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2017 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes The components of the provision for income taxes are as follows: Years Ended December 31, 2017 2016 2015 ($ in thousands) Current Federal $ 15,670 $ 12,790 $ 28,077 State 1,985 1,855 2,539 Total current tax expense (benefit) 17,655 14,645 30,616 Deferred Federal 20,895 5,489 4,339 State 1,940 910 2,017 Total deferred tax expense (benefit) 22,835 6,399 6,356 Total expense (benefit) for income taxes $ 40,490 $ 21,044 $ 36,972 The following presents a reconciliation of the provision (benefit) for income taxes computed at the federal statutory rate to the provision (benefit) for income taxes recognized in the Consolidated Statements of Operations for the years indicated: Years Ended December 31, 2017 2016 2015 ($ in thousands) Tax at statutory rate $ 28,150 35 % $ 24,432 35 % $ 23,675 35 % State taxes, net of federal benefit 3,548 4 2,010 3 2,717 4 Effect of U.S. tax reform (the Tax Act) 13,074 16 — — — — Effect of net income (loss) attributable to noncontrolling interests (1,017 ) (1 ) (91 ) — 1,492 2 Change in valuation allowance (2,613 ) (3 ) (5,125 ) (7 ) 7,812 12 Other, net (652 ) (1 ) (182 ) (1 ) 1,276 2 Income tax expense (benefit) $ 40,490 50 % $ 21,044 30 % $ 36,972 55 % The provision for income taxes reflects U.S. federal, state and local taxes at an effective tax rate of 50% , 30% and 55% for the years ended December 31, 2017 , 2016 and 2015 , respectively. The Company's tax position for the years ended December 31, 2017, 2016 and 2015 was impacted by changes in the valuation allowance related to the unrealized and realized gains and losses on the Company’s investments. On December 22, 2017, the Tax Cuts and Jobs Act (the Tax Act) was enacted which made significant changes to federal income tax law, including reducing the statutory corporate income tax rate to 21 percent from 35 percent. The Securities and Exchange Commission (SEC) issued Staff Accounting Bulletin No. 118, which specifies, among other things, that reasonable estimates of the income tax effects of the Tax Act should be used, if determinable. The Company has accounted for the effects of the Tax Act using reasonable estimates based on currently available information and its interpretations thereof. This accounting may change due to, among other things, changes in interpretations the Company has made or the issuance of new tax or accounting guidance. In accordance with ASC 740, the effects of changes in tax rates and laws on deferred tax balances are recognized in the period in which the new legislation is enacted , this was the primary driver of the $13.1 million estimated income tax expense impact recognized in 2017 as a result of this legislation. Deferred taxes resulted from temporary differences between the amounts reported in the consolidated financial statements and the tax basis of assets and liabilities. The tax effects of temporary differences are as follows: December 31, 2017 2016 ($ in thousands) Deferred tax assets: Intangible assets $ 10,706 $ 19,348 Net operating losses 16,769 20,272 Compensation accruals 7,681 8,854 Capitalized transaction costs 5,849 10,022 Unrealized loss/(gain) 1,473 5,291 Capital losses 870 417 Other 1,675 977 Gross deferred tax assets 45,023 65,181 Valuation allowance (3,088 ) (5,731 ) Gross deferred tax assets after valuation allowance 41,935 59,450 Deferred tax liabilities: Intangible assets (9,507 ) (11,915 ) Gross deferred tax liabilities (9,507 ) (11,915 ) Deferred tax assets, net $ 32,428 $ 47,535 At each reporting date, the Company evaluates the positive and negative evidence used to determine the likelihood of realization of its deferred tax assets. The Company maintained a valuation allowance in the amount of $3.1 million and $5.7 million at December 31, 2017 and 2016 , respectively, relating to deferred tax assets on items of a capital nature as well as certain state deferred tax assets. As of December 31, 2017 , the Company had net operating loss carry-forwards for federal income tax purposes represented by a $8.5 million deferred tax asset. The related federal net operating loss carry-forwards are scheduled to begin to expire in the year 2031. As of December 31, 2017 , the Company had state net operating loss carry-forwards, varying by subsidiary and jurisdiction, represented by a $8.3 million deferred tax asset. The state net operating loss carry-forwards are scheduled to begin to expire in 2018. Internal Revenue Code Section 382 limits tax deductions for net operating losses, capital losses and net unrealized built-in losses after there is a substantial change in ownership in a corporation’s stock involving a 50 percentage point increase in ownership by 5% or larger stockholders. During the year ended December 31, 2009, the Company incurred an ownership change as defined in Section 382. At December 31, 2017 , the Company has pre-change losses represented by deferred tax assets totaling $12.6 million . The utilization of these assets is subject to an annual limitation of $1.1 million . The Company has had no unrecognized tax benefits activity for the years ended December 31, 2017, 2016 and 2015. The Company’s practice is to classify interest and penalties related to income tax matters in income tax expense. The Company recorded no interest or penalties related to unrecognized tax benefits at December 31, 2017 , 2016 and 2015 . The earliest federal tax year that remains open for examination is 2010 since net operating loss carry-forwards from 2010 could be denied when claimed in future years. The earliest open years in the Company’s major state tax jurisdictions are 2008 for Connecticut and 2013 for all of the Company's remaining state tax jurisdictions. |
Debt
Debt | 12 Months Ended |
Dec. 31, 2017 | |
Debt Disclosure [Abstract] | |
Debt | Debt Credit Agreement On June 1, 2017, in connection with the Acquisition, the Company entered into a new credit agreement ("Credit Agreement") comprising (1) $260.0 million of seven -year term debt ("Term Loan") and (2) a $100.0 million five -year revolving credit facility ("Credit Facility"). At December 31, 2017 , $259.4 million was outstanding under the Term Loan. In 2017, the Company's previous revolving credit facility and financing commitment were terminated and as a result $1.1 million of unamortized deferred financing costs were expensed. Amounts outstanding under the Credit Agreement for the Term Loan and the Credit Facility bear interest at an annual rate equal to, at the option of the Company, either (i) LIBOR (adjusted for reserves) for interest periods of one, two, three or six months (or, solely in the case of the Credit Facility, if agreed to by each relevant Lender, twelve months or periods less than one month), subject to a “floor” of 0% for the Credit Facility and 0.75% for the Term Loan, or (ii) an alternate base rate, in either case plus an applicable margin. The applicable margins are set initially at 3.75% , in the case of LIBOR-based loans, and 2.75% , in the case of alternate base rate loans, and will 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. Interest is payable on the last day of each interest period with respect to LIBOR-based loans, but at least at three-month intervals, and quarterly in arrears with respect to alternate base rate loans (but, in the case of LIBOR-based loans with an interest period of more than three months). 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, purchase shares of our 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, the Credit Agreement contains a financial maintenance covenant, requiring a maximum leverage ratio, as of the last day of each of the trailing four fiscal quarter periods, of no greater than the levels set forth in the Credit Agreement. At any time, upon timely notice, the Company may terminate the Credit Agreement in full, reduce the commitment under the Credit Facility in minimum specified increments or prepay the Term Loan 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. Term Loan 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 Term Loan amortizes at the rate of 1.00% per annum payable in equal quarterly installments and will be mandatorily repaid with: (a) 50% of the Company’s excess cash flow, as defined in the Credit Agreement, 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 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. Future minimum Term Loan payments (exclusive of unamortized debt issuance costs) as of December 31, 2017 are as follows (in thousands): Year Amount 2018 $ 3,250 2019 2,600 2020 2,600 2021 2,600 2022 1,950 Thereafter 246,350 $ 259,350 Credit Facility At December 31, 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 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. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 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 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 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 plaintiff and, on June 9, 2015, the Court appointed Arkansas Teachers Retirement System lead plaintiff. On August 21, 2015, the plaintiffs 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 plaintiffs seek 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 plaintiffs' 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. Plaintiffs' motion for class certification was granted on May 15, 2017. Discovery has since been completed. On October 6, 2017, defendants moved for summary judgment. Briefing on the motion for summary judgment was completed on December 22, 2017, and oral argument was held on January 18, 2018, where the Court reserved decision. The Company believes that the suit is without merit, nonetheless, on February 6, 2018, it reached an agreement in principle with the plaintiffs, subject to Court approval, settling all claims in the litigation, in order to avoid the cost, distraction, disruption, and inherent litigation uncertainty. Upon approval by the Court, which the Company believes is likely, the resolution of this matter will not have a material impact on the Company’s results of operations, cash flows or its consolidated financial condition. 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. Plaintiffs' motion for class certification was denied on May 15, 2017. On December 4, 2017, the Court denied plaintiffs' 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. On December 22, 2017, plaintiffs voluntarily dismissed all remaining claims against the Company with prejudice and waived all rights to appeal. Lease Commitments The Company incurred rental expenses, primarily related to office space, under operating leases of $6.2 million , $4.4 million and $4.3 million in 2017 , 2016 and 2015 , respectively. Minimum aggregate rental payments required under operating leases that have initial or remaining non-cancellable lease terms in excess of one year as of December 31, 2017 are as follows: $6.8 million in 2018 ; $5.1 million in 2019 ; $4.3 million in 2020 ; $2.9 million in 2021 ; $1.8 million in 2022 ; and $3.5 million thereafter. |
Equity Transactions
Equity Transactions | 12 Months Ended |
Dec. 31, 2017 | |
Equity [Abstract] | |
Equity Transactions | Equity Transactions Stock Repurchases As of December 31, 2017, 4.2 million shares of the Company's common stock have been authorized to be repurchased under the Board of Directors approved share repurchase program and 0.9 million shares remain available for repurchase. 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. During the year ended December 31, 2017 , the Company repurchased a total of 66,244 common shares for approximately $7.5 million . As of December 31, 2017 , the Company had repurchased a total of 3,852,805 shares of common stock at a weighted average price of $103.55 per share plus transaction costs for a total cost of $399.0 million . During the year ended December 31, 2016, the Company repurchased 1,727,746 common shares at a price of $93.50 per share for a total purchase price of $161.5 million from the Bank of Montreal Holdings Inc. pursuant to a Stock Purchase Agreement and repurchased 556,516 shares representing 6.7% of the Company's common stock outstanding, pursuant to a "modified Dutch Auction" tender offer. Equity Issuances During the year ended December 31, 2017 , the Company 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.) During the year ended December 31, 2017 , the Company issued 1,150,000 shares of 7.25% mandatory convertible preferred stock ("MCPS") in a public offering which included the exercised over-allotment option for net proceeds of $111.0 million , after underwriting discounts, commissions and other offering expenses. The MCPS was issued with 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 (a conversion price range between $132 to $110 per share, respectively), 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 average 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 Board of Directors, at an annual rate of 7.25 percent 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 Virtus' common stock (or a combination) on February 1, May 1, August 1, and November 1 of each year, commencing May 1, 2017, and continuing to, and including, February 1, 2020. Dividends During each quarter of the year ended December 31, 2017 , the Board of Directors declared quarterly cash dividends on the Company's common stock of $0.45 each. Total dividends declared on the Company's common stock were $13.5 million for the year ended December 31, 2017 . During each quarter of the year ended December 31, 2017 , the Board of Directors declared quarterly cash dividends on the Company's preferred stock of $1.8125 each. Total dividends declared on the Company's preferred stock were $8.3 million for the year ended December 31, 2017 . At December 31, 2017 , $6.5 million was included as dividends payable in liabilities in the Consolidated Balance Sheet. This balance represents the fourth quarter dividends of $2.1 million to be paid on February 1, 2018 for the Company's preferred stock shareholders of record as of January 15, 2018 and $4.4 million to be paid on February 15, 2018 for the Company's common stock shareholders of record as of January 31, 2018 . |
Accumulated Other Comprehensive
Accumulated Other Comprehensive Income | 12 Months Ended |
Dec. 31, 2017 | |
Equity [Abstract] | |
Accumulated Other Comprehensive Income | Accumulated Other Comprehensive Income (Loss) The changes in accumulated other comprehensive income (loss), by component, are as follows: Unrealized Gains (Losses) on Securities Available-for-Sale Foreign Currency Translation Adjustments ($ in thousands) Balance December 31, 2016 $ (224 ) $ — Unrealized net gain (loss) on available-for-sale securities, net of tax of $100 (388 ) — Foreign currency translation adjustments, net of tax of ($4) — 12 Net current-period other comprehensive income (loss) (388 ) 12 Balance December 31, 2017 $ (612 ) $ 12 Unrealized Gains Foreign ($ in thousands) Balance December 31, 2015 $ (465 ) $ (569 ) Unrealized net gain (loss) on available-for-sale securities, net of tax of ($32) 241 — Foreign currency translation adjustments, net of tax of ($348) — 569 Net current-period other comprehensive income (loss) 241 569 Balance December 31, 2016 $ (224 ) $ — |
Retirement Savings Plan
Retirement Savings Plan | 12 Months Ended |
Dec. 31, 2017 | |
Retirement Benefits [Abstract] | |
Retirement Savings Plan | Retirement Savings Plan The Company sponsors a defined contribution 401(k) retirement plan (the “401(k) Plan”) covering all employees who meet certain age and service requirements. Employees may contribute a percentage of their eligible compensation into the 401(k) Plan, subject to certain limitations imposed by the Internal Revenue Code. Through December 31, 2017, the Company matched employees’ contributions at a rate of 100% of employees’ contributions up to the first 3.0% and 50.0% of the next 2.0% of the employees’ compensation contributed to the 401(k) Plan. The Company’s matching contributions were $2.8 million , $2.4 million and $2.1 million in 2017 , 2016 and 2015 , respectively. |
Stock-Based Compensation
Stock-Based Compensation | 12 Months Ended |
Dec. 31, 2017 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Stock-Based Compensation | Stock-Based Compensation The Company has an Omnibus Incentive and Equity Plan (the “Plan”) under which officers, employees and directors may be granted equity-based awards, including restricted stock units (“RSUs”), stock options and unrestricted shares of common stock. At December 31, 2017 , 481,948 shares of common stock remain available for issuance of the 2,400,000 shares that are authorized for issuance under the Plan. Stock-based compensation expense is summarized as follows: Years Ended December 31, 2017 2016 2015 ($ in thousands) Stock-based compensation expense $ 20,288 $ 11,948 $ 11,863 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. Shares that are issued upon vesting are newly issued shares from the Plan and are not issued from treasury stock. RSU activity for the year ended December 31, 2017 is summarized as follows: Number of shares Weighted Average Grant Date Fair Value Outstanding at December 31, 2016 302,824 $ 111.56 Granted 290,630 $ 108.32 Forfeited (30,450 ) $ 120.08 Settled (79,983 ) $ 141.24 Outstanding at December 31, 2017 483,021 $ 104.16 The grant-date intrinsic value of RSUs granted during the year ended December 31, 2017 was $31.5 million . The weighted-average grant-date fair value of RSUs granted during the years ended December 31, 2017 , 2016 and 2015 was $108.32 , $80.33 and $134.37 per share, respectively. The total fair value of RSUs vested during the years ended December 31, 2017 , 2016 and 2015 was $11.3 million , $9.3 million and $11.8 million , respectively. For the years ended December 31, 2017 , 2016 and 2015 , a total of 32,716 , 37,488 and 50,952 RSUs, respectively, were withheld through net share settlement by the Company to settle minimum employee tax withholding obligations. The Company paid $3.5 million , $1.5 million and $5.1 million for the years ended December 31, 2017 , 2016 and 2015 , 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. As of December 31, 2017 and 2016, unamortized stock-based compensation expense for outstanding RSUs was $29.3 million and $16.0 million with a weighted average remaining contractual life of 1.6 years and 1.4 years, respectively. The Company did not capitalize any stock-based compensation expenses during the years ended December 31, 2017 , 2016 and 2015 . During the years ended December 31, 2017 and 2016 , the Company granted 87,458 and 33,244 RSUs, respectively, each of which contain performance-based metrics in addition to a service condition (Performance Share Units or "PSUs"). Compensation expense for these PSUs is recognized over a 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 years ended December 31, 2017 and 2016 , total stock-based compensation expense included $7.3 million and $2.8 million respectively, for these PSUs. As of December 31, 2017 and 2016 , unamortized stock-based compensation expense related to these PSUs was $7.6 million and $3.3 million , respectively. On June 1, 2017, the Company also granted 35,148 PSUs and 65,561 RSUs to certain RidgeWorth employees in connection with the Acquisition to replace equity 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 twelve months ended December 31, 2017, total stock-based compensation expense was $1.5 million for these PSUs and RSUs. At December 31, 2017, unamortized stock-based compensation expense related to these PSUs and RSUs was $8.6 million . Stock Options Stock option activity for the year ended December 31, 2017 is summarized as follows: Number of shares Weighted Average Exercise Price Outstanding at December 31, 2016 137,157 $ 17.77 Granted — $ — Exercised (27,349 ) $ 23.12 Forfeited — $ — Outstanding at December 31, 2017 109,808 $ 16.44 Vested and exercisable at December 31, 2017 109,808 $ 16.44 Stock options generally cliff vest after three years and have a contractual life of ten years . Stock options are granted with an exercise price equal to the fair market value of the shares at the date of grant. The weighted-average remaining contractual term for stock options outstanding at December 31, 2017 and December 31, 2016 was 1.2 and 1.9 years, respectively. The weighted-average remaining contractual term for stock options vested and exercisable at December 31, 2017 was 1.2 years. At December 31, 2017 , the aggregate intrinsic value of stock options outstanding and vested and exercisable was $10.8 million . There were no unvested stock options at December 31, 2017 . The total intrinsic value of stock options exercised for the years ended December 31, 2017 , 2016 and 2015 was $2.5 million , $1.3 million and $0.7 million , respectively. Cash received from stock option exercises was $0.1 million , $0.5 million and $0.1 million for 2017 , 2016 and 2015 , respectively. Employee Stock Purchase Plan The Company offers an employee stock purchase plan that allows employees to purchase shares of common stock on the open market at market price through after-tax payroll deductions. The initial transaction fees are paid for by the Company and shares of common stock are purchased on a quarterly basis. The Company does not reserve shares for this plan or discount the purchase price of the shares. |
Restructuring and Severance
Restructuring and Severance | 12 Months Ended |
Dec. 31, 2017 | |
Restructuring and Related Activities [Abstract] | |
Restructuring and Severance | Restructuring and Severance During the year ended December 31, 2017 , the Company incurred $ 9.6 million in severance costs primarily related to staff reductions in connection with the Acquisition and the Company's outsourcing activities and $ 1.0 million in restructuring costs related to future lease obligations and leasehold improvement write-offs for vacated office space. During the year ended December 31, 2016 , the Company incurred $3.9 million in severance costs related to staff reductions, primarily in business support areas, and $0.4 million in costs related to future lease obligations and leasehold improvement write-offs for vacated office space. Total unpaid severance and related charges as of December 31, 2017 was $5.6 million which the Company expects to pay over the next three years. The Company expects to incur additional severance costs in connection with the Acquisition of approximately $0.2 million related to one-time termination benefits that are being earned over a transition period. |
Earnings (Loss) Per Share
Earnings (Loss) Per Share | 12 Months Ended |
Dec. 31, 2017 | |
Earnings Per Share [Abstract] | |
Earnings (Loss) Per Share | Earnings (Loss) Per Share The computation of basic and diluted earnings (loss) per share is as follows: Years Ended December 31, 2017 2016 2015 ($ in thousands, except per share amounts) Net Income (Loss) $ 39,939 $ 48,763 $ 30,671 Noncontrolling interests (2,927 ) (261 ) 4,435 Net Income (Loss) Attributable to Stockholders 37,012 48,502 35,106 Preferred stock dividends (8,336 ) — — Net Income (Loss) Attributable to Common Stockholders $ 28,676 $ 48,502 $ 35,106 Shares (in thousands): Basic: Weighted-average number of shares outstanding 7,013 7,648 8,797 Plus: Incremental shares from assumed conversion of dilutive instruments 234 174 163 Diluted: Weighted-average number of shares outstanding 7,247 7,822 8,960 Earnings (Loss) per Share—Basic $ 4.09 $ 6.34 $ 3.99 Earnings (Loss) per Share—Diluted $ 3.96 $ 6.20 $ 3.92 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. Years Ended December 31, (In thousands) 2017 2016 2015 Restricted stock units and stock options — 8 2 Preferred stock 897 — — Total anti-dilutive securities 897 8 2 |
Concentration of Credit Risk
Concentration of Credit Risk | 12 Months Ended |
Dec. 31, 2017 | |
Risks and Uncertainties [Abstract] | |
Concentration of Credit Risk | Concentration of Credit Risk The concentration of credit risk with respect to advisory fees receivable is generally limited due to the short payment terms extended to clients by the Company. The following funds provided 10 percent or more of the total revenues of the Company: Years Ended December 31, 2017 2016 2015 ($ in thousands) Virtus Emerging Markets Opportunities Fund Investment management, administration and shareholder service fees $ 48,826 $ 49,085 $ 62,329 Percent of total revenues 12 % 15 % 16 % Virtus Multi-Sector Short Term Bond Fund Investment management, administration and shareholder service fees $ 44,577 $ 43,579 $ 49,174 Percent of total revenues 11 % 14 % 13 % |
Consolidation
Consolidation | 12 Months Ended |
Dec. 31, 2017 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Consolidation | Consolidation The 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. Consolidated investment products include both VOEs, made up primarily of 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 (loss) 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, are reflected in the Consolidated Balance Sheets as of December 31, 2017 and 2016 : As of December 31, 2017 2016 VIEs VIEs VOEs CLOs Other VOEs CLOs Other ($ in thousands) Cash and cash equivalents $ 820 $ 82,823 $ 18,489 $ 1,859 $ 14,449 $ 2,775 Investments 34,623 1,555,879 7,250 99,247 346,967 42,828 Other assets 767 32,671 48 2,211 5,888 1,059 Notes payable — (1,457,435 ) — — (328,761 ) — Securities purchased payable and other liabilities (1,319 ) (110,871 ) (764 ) (2,310 ) (12,534 ) (1,799 ) Noncontrolling interests (4,178 ) (16,667 ) — (12,505 ) — $ (24,761 ) The Company’s net interests in consolidated investment products $ 30,713 $ 86,400 $ 25,023 $ 88,502 $ 26,009 $ 20,102 Consolidated CLOs The majority of the Company's consolidated investment products that are VIEs are CLOs. At December 31, 2017 , the Company consolidated four CLOs. 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 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 The CLOs' investments of $1.6 billion at December 31, 2017 represent bank loan investments, which comprise the majority of the CLOs' portfolio asset collateral and are senior secured corporate loans across a variety of industries. These bank loan investments mature at various dates between 2018 and 2026 and pay interest at LIBOR plus a spread of up to 9.5% . At December 31, 2017 , the fair value of the senior bank loans exceeded the unpaid principal balance by approximately $9.7 million . At December 31, 2017 , there were no collateral assets in default. Notes Payable of CLOs The CLOs hold notes payable with a total value, at par, of $1.6 billion , consisting of senior secured floating rate notes payable with a par value of $1.5 billion and subordinated notes with a par value of $139.8 million . These note obligations bear interest at variable rates based on LIBOR plus a pre-defined spread ranging from 1.0% to 8.75% . The principal amounts outstanding of the note obligations issued by the CLOs mature on dates ranging from April 2018 to October 2029. The CLOs may elect to reinvest any prepayments received on bank loan investments between October 2019 and October 2021, depending on the CLO. Generally, subsequent prepayments received after the reinvestment period must be used to pay down the note obligations. The Company’s beneficial interests and maximum exposure to loss related to these consolidated CLOs is limited to: (i) ownership in the subordinated notes and (ii) accrued management fees. The secured notes of the consolidated CLOs have contractual recourse only to the related assets of the CLO and are classified as financial liabilities. Although these beneficial interests are eliminated upon consolidation, the application of the measurement alternative, as adopted on January 1, 2016, prescribed by ASU 2014-13, results in the net assets of the consolidated CLOs shown above to be equivalent to the beneficial interests retained by the Company at December 31, 2017, as shown in the table below: ($ in thousands) Subordinated notes $ 85,066 Accrued investment management fees 1,334 Total Beneficial Interests $ 86,400 The following table represents income and expenses of the consolidated CLOs included in the Company's Consolidated Statements of Operations for the period indicated: Year Ended ($ in thousands) December 31, 2017 Income: Realized and unrealized gain (loss), net $ 7,270 Interest income 45,526 Other income 1,552 Total income $ 54,348 Expenses: Other operating expenses $ 6,684 Interest expense 35,243 Total Expense 41,927 Noncontrolling interest (1,507 ) Net Income (loss) attributable to CIPs $ 10,914 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: Year Ended ($ in thousands) December 31, 2017 Distributions received and unrealized gains on the subordinated notes held by the Company $ 6,830 Investment management fees 4,084 Total Economic Interests $ 10,914 Fair Value Measurements of Consolidated Investment Products The assets and liabilities of the consolidated investment products measured at fair value on a recurring basis by fair value hierarchy level were as follows: As of December 31, 2017 Level 1 Level 2 Level 3 Total ($ in thousands) Assets Cash equivalents $ 82,769 $ — $ — $ 82,769 Debt investments — 1,527,845 33,887 1,561,732 Equity investments 35,126 — 894 36,020 Total assets measured at fair value $ 117,895 $ 1,527,845 $ 34,781 $ 1,680,521 Liabilities Notes payable $ — $ 1,457,435 $ — $ 1,457,435 Derivatives 2 — — 2 Short sales 719 — — 719 Total liabilities measured at fair value $ 721 $ 1,457,435 $ — $ 1,458,156 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 years ended December 31, 2017 and 2016 , no securities held by consolidated investment products were transferred from Level 2 to Level 1 and no securities held by consolidated investment products were transferred from Level 1 to Level 2. 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. Short Sales 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 Consolidated Balance Sheets within other liabilities of CIPs and are classified as level 1 based on the underlying equity security. The securities purchase payable at December 31, 2017 and 2016 approximated fair value due to the short term nature of the instruments. The following table is a reconciliation of assets and liabilities of consolidated investment products for Level 3 investments for which significant unobservable inputs were used to determine fair value. Year Ended December 31, 2017 2016 (in thousands) Level 3 Securities (a) Balance at beginning of period $ 25 $ 1,397 Purchases 3,174 174 Sales (3,357 ) (1,472 ) Paydowns — (5 ) Amortization 9 — Change in unrealized gains (losses), net 434 348 Realized gains (loss), net (49 ) (355 ) Acquired in business combination 9,151 — Transfers to Level 2 (35,258 ) — Transfers from Level 2 60,652 (62 ) Balance at end of period $ 34,781 $ 25 (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. For the years ended December 31, 2017 and December 31, 2016 , respectively, there were no securities held by consolidated investment products that transferred between Level 1 and Level 2. Short Sales Certain consolidated sponsored 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 Consolidated Balance Sheets within other liabilities of consolidated sponsored investment products. Nonconsolidated VIEs The Company serves as the collateral manager for other collateralized loan and collateralized bond obligations (collectively, “CDOs”) that are not consolidated. 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 December 31, 2017 , the carrying value and maximum risk of loss related to the Company's interest in these VIEs was $43.2 million . |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2017 | |
Subsequent Events [Abstract] | |
Subsequent Events | Subsequent Events Securities Purchase Agreement On February 1, 2018, the Company entered into an agreement to acquire (the "Purchase Agreement" or the "Transaction") a majority interest in Sustainable Growth Advisers, LP ("SGA"), an investment manager specializing in U.S. and global growth equity portfolios. The purchase price payable by the Company at the Closing is $129.5 million , subject to certain potential adjustments. The transaction is expected to close in mid-2018, subject to customary closing conditions and client approvals. The Purchase Agreement contains customary termination rights for the Company and SGA, including in the event the Transaction is not consummated on or before September 30, 2018 (the “Termination Date”). The Purchase Agreement also contains customary representations, warranties, covenants and indemnification and escrow provisions. Credit Agreement On February 15, 2018, the Company amended its Credit Agreement that resulted in $105.0 million of additional Term Loan commitments to fund its proposed acquisition of SGA. The $105.0 million will be drawn at the closing of the SGA acquisition and is subject to a delayed draw fee. The amended Credit Agreement removed the financial maintenance covenant on the Term Loan and replaced the existing financial maintenance covenant on the $100.0 million Credit Facility with a net leverage ratio covenant, defined as net debt divided by EBITDA, set at 2.5 to 1, that is in place when $30.0 million or more has been drawn down on the revolving credit facility. In addition, the applicable margin in the case of LIBOR-based loans was reduced by 1.25% to 2.50% and will range from 2.25% to 2.50% based on the secured net leverage ratio of the Company. Dividends Declared On February 14, 2018, the Company declared a quarterly cash dividend of $0.45 per common share to be paid on May 15, 2018 to shareholders of record at the close of business on April 30, 2018. The Company also declared a quarterly cash dividend of $1.8125 per share on the Company's 7.25% mandatory convertible preferred stock to be paid on May 1, 2018 to shareholders of record at the close of business on April 16, 2018. |
Selected Quarterly Data (Unaudi
Selected Quarterly Data (Unaudited) | 12 Months Ended |
Dec. 31, 2017 | |
Quarterly Financial Information Disclosure [Abstract] | |
Selected Quarterly Data (Unaudited) | Selected Quarterly Data (Unaudited) 2017 Fourth Quarter Third Quarter Second Quarter First Quarter ($ in thousands, except share data) Revenues $ 128,024 $ 123,675 $ 94,132 $ 79,776 Operating Income (Loss) 28,015 16,789 3,184 10,047 Net Income (Loss) Attributable to Common Stockholders 3,414 16,708 (2,389 ) 10,943 Earnings (loss) per share—Basic $ 0.48 $ 2.32 $ (0.34 ) $ 1.67 Earnings (loss) per share—Diluted $ 0.46 $ 2.21 $ (0.34 ) $ 1.62 2016 Fourth Quarter Third Quarter Second Quarter First Quarter ($ in thousands, except share data) Revenues $ 79,850 $ 82,324 $ 80,085 $ 80,295 Operating Income (Loss) 12,783 16,538 8,743 12,750 Net Income (Loss) Attributable to Common Stockholders 12,426 15,625 8,088 12,363 Earnings (loss) per share—Basic $ 1.94 $ 2.04 $ 0.99 $ 1.48 Earnings (loss) per share—Diluted $ 1.87 $ 1.99 $ 0.97 $ 1.45 |
Summary of Significant Accoun30
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2017 | |
Accounting Policies [Abstract] | |
Basis of Presentation | The Company’s consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”). |
Consolidation | The 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. See Note 18 for additional information related to the consolidation of investment products. Intercompany accounts and transactions have been eliminated. |
Variable Interest Entities | The Company evaluates the appropriateness of consolidation of any variable interest entity ("VIEs") in which the Company has a variable interest. 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. The Company serves as the collateral manager for other collateralized loan and collateralized bond obligations (collectively, “CDOs”) that are not consolidated. 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. The 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. Consolidated investment products include both VOEs, made up primarily of 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 (loss) 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. |
Reclassifications | The Company has reclassified certain amounts in prior-period financial statements to conform to the current period's presentation. Previously, the Company reported consolidated investment products and consolidated sponsored investment products separately. Currently, the Company combines these categories under the caption "consolidated investment products" and has accordingly reclassified prior presentations. The reclassifications were not material to the Consolidated Financial Statements. |
Noncontrolling Interest | Noncontrolling interests represent the profit or loss attributed to third-party investors in consolidated investment products and other affiliates. Noncontrolling interests related to certain consolidated investment products are classified as redeemable noncontrolling interests because investors in these funds may request withdrawals at any time. |
Use of Estimates | The preparation of the consolidated financial statements requires management to make certain estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosures of contingent assets and liabilities at the dates of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting periods. Management believes the estimates used in preparing the consolidated financial statements are reasonable and prudent. Actual results could differ from those estimates. |
Segment Information | Accounting Standards Codification (“ASC”) 280, Segment Reporting , establishes disclosure requirements relating to operating segments in annual and interim financial statements. Business or operating segments are defined as components of an enterprise about which separate financial information is available that is regularly evaluated by the chief operating decision maker in deciding how to allocate resources and assess performance. The Company operates in one business segment, namely as an asset manager providing investment management and related services for individual and institutional clients. The Company’s Chief Executive Officer is the Company’s chief operating decision maker. Although the Company provides disclosures regarding assets under management and other asset flows by product, the Company’s determination that it operates in one business segment is based on the fact that the same investment professionals manage both retail and institutional products, operational resources support multiple products, such products have the same or similar regulatory framework and the Company’s chief operating decision maker reviews the Company’s financial performance on a consolidated level. Investment managers within the Company are generally not aligned with specific product lines. |
Cash and Cash Equivalents | Cash and cash equivalents consist of cash in banks and money market fund investments. |
Marketable Securities | Marketable securities are carried at fair value in accordance with ASC 320 , Investments—Debt and Equity Securities (“ASC 320”). Marketable securities include sponsored open-end funds and other equity securities classified as trading securities and sponsored closed-end funds classified as available-for-sale securities. The Company also has investments in CLOs for which the Company provides investment management services. These investments in collateralized loan obligations are classified as both trading and available-for-sale. Marketable securities are marked to market based on the respective publicly quoted net asset values of the funds or market prices of the equity securities or bonds. Marketable securities transactions are recorded on a trade date basis. Any unrealized appreciation or depreciation on trading securities is reported as realized and unrealized gain (loss) on investments in the Consolidated Statement of Operations. Any unrealized appreciation or depreciation on available-for-sale securities, net of income taxes, is reported as a component of accumulated other comprehensive income in equity attributable to stockholders in the Consolidated Statement of Comprehensive Income. On a quarterly basis, the Company conducts a review to assess whether other-than-temporary impairments exist on its available-for-sale marketable securities. Other-than-temporary declines in value may exist if the fair value of a marketable security has been below the carrying value for an extended period of time. If an other-than-temporary decline in value is determined to exist, the unrealized investment loss, net of tax, is recognized in the Consolidated Statements of Operations in the period in which the other-than-temporary decline in value occurs, as well as an accompanying permanent adjustment to accumulated other comprehensive income. |
Equity Method Investments | The Company’s investment in noncontrolled entities, where the Company does not hold a controlling financial interest but has the ability to significantly influence operating and financial matters, is accounted for under the equity method of accounting in accordance with ASC 323, Investments-Equity Method and Joint Ventures . Under the equity method of accounting, the Company’s share of the noncontrolled entities net income or loss is recorded in other income (expense), net in the accompanying Consolidated Statements of Operations. Distributions received reduce the Company’s investment. The investment is evaluated for impairment if events or changes indicate that the carrying amount exceeds its fair value. If the carrying amount of an investment does exceed its fair value and the decline in fair value is deemed to be other-than-temporary, an impairment charge will be recorded. |
Non-qualified Retirement Plan Assets and Liabilities | The Company has a non-qualified retirement plan (the “Excess Incentive Plan”) that allows certain employees to voluntarily defer compensation. Assets held in trust, which are considered trading securities, are included in investments and are carried at fair value in accordance with ASC 820, Fair Value Measurement ; the associated obligations to participants are included in other liabilities in the Company’s Consolidated Balance Sheets and approximate the fair value of the associated assets . |
Deferred Commissions | Deferred commissions, which are included in other assets in the Company's Consolidated Balance Sheets, are commissions paid to broker-dealers on sales of certain mutual fund share classes. Deferred commissions are recovered by the receipt of monthly asset-based distributor fees from the mutual funds or contingent deferred sales charges received upon redemption of shares within one to five years, depending on the fund share class. The deferred costs resulting from the sale of shares are amortized on a straight-line basis over a one to five -year period, depending on the fund share class, or until the underlying shares are redeemed. Deferred commissions are periodically assessed for impairment and additional amortization expense is recorded, as appropriate. |
Furniture, Equipment and Leasehold Improvements, Net | Furniture, equipment and leasehold improvements are recorded at cost. Depreciation is computed using the straight-line method over the estimated useful lives of three to seven years for furniture and office equipment, and three to five years for computer equipment and software. Leasehold improvements are depreciated over the shorter of the remaining estimated lives of the related leases or useful lives of the improvements. Major renewals or betterments are capitalized, and recurring repairs and maintenance are expensed as incurred. |
Leases | The Company currently leases office space and equipment under various leasing arrangements. Leases are classified as either capital leases or operating leases, as appropriate. Most lease agreements are classified as operating leases and contain renewal options, rent escalation clauses or other inducements provided by the lessor. Rent expense under non-cancelable operating leases with scheduled rent increases or rent holidays is accounted for on a straight-line basis over the lease term, beginning on the date of initial possession or the effective date of the lease agreement. The amount of the excess of straight-line rent expense over scheduled payments is recorded as a deferred liability. Build-out allowances and other such lease incentives are recorded as deferred credits and are amortized on a straight-line basis as a reduction of rent expense beginning in the period they are deemed to be earned, which generally coincides with the effective date of the lease. |
Intangible Assets and Goodwill | Goodwill represents the excess of the purchase price of acquisitions and mergers over the identified net assets and liabilities acquired. In accordance with ASC 350, Goodwill and Other Intangible Assets, goodwill is not amortized. A single reporting unit has been identified for the purpose of assessing potential impairments of goodwill. An impairment analysis of goodwill is performed annually or more frequently, if warranted by events or changes in circumstances affecting the Company’s business. The Company follows the Financial Accounting Standards Board (“FASB”) Accounting Standards Update (“ASU”) 2011-08, Testing Goodwill for Impairment, which states that an entity has the option to first assess qualitative factors to determine whether the existence of events or circumstances leads to a determination that it is more likely than not that the fair value of a reporting unit is less than its carrying amount. If, after assessing the totality of events or circumstances, an entity determines it is not more likely than not that the fair value of a reporting unit is less than its carrying amount, then performing the two-step impairment test is unnecessary. The Company’s 2017 and 2016 annual goodwill impairment analysis did not result in any impairment charges. Definite-lived intangible assets comprise acquired investment advisory contracts. These assets are amortized on a straight-line basis over the estimated useful lives of such assets, which range from one to sixteen years. Definite-lived intangible assets are evaluated for impairment on an ongoing basis whenever events or circumstances indicate that the carrying value of the definite-lived intangible asset may not be fully recoverable. The Company determines if impairment has occurred by comparing estimates of future undiscounted cash flows to the carrying value of assets. Assets are considered impaired, and impairment is recorded, if the carrying value exceeds the expected future undiscounted cash flows. Indefinite-lived intangible assets comprise closed-end and exchange traded fund investment advisory contracts. These assets are tested for impairment annually or when events or changes in circumstances indicate the assets might be impaired. The Company follows ASU No. 2012-02, Testing Indefinite-Lived Intangible Assets for Impairment , which provides entities with an option to perform a qualitative assessment of indefinite-lived intangible assets other than goodwill for impairment to determine if additional impairment testing is necessary. The Company’s 2017 and 2016 annual indefinite-lived intangible assets impairment analysis did not result in any impairment charges. |
Treasury Stock | Treasury stock is accounted for under the cost method and is included as a deduction from equity in the Stockholders’ Equity section of the Consolidated Balance Sheets. Upon any subsequent resale, the treasury stock account is reduced by the cost of such stock. |
Revenue Recognition | Distribution and service fees are earned based on a percentage of assets under management and are paid monthly pursuant to the terms of the respective distribution and service fee contracts. Underwriter fees are sales-based charges on sales of certain class A-share mutual funds. Administration and shareholder service fees consist of fund administration fees and shareholder service fees. Fund administration and shareholder service fees are earned based on the average daily assets in the funds. Other income and fees consist primarily of redemption income on the early redemption of certain share classes of mutual funds. Investment management fees, distribution and service fees and administration and shareholder service fees are recorded as revenues during the period in which services are performed. Investment management fees are earned based upon a percentage of assets under management and are paid pursuant to the terms of the respective investment management contracts, which generally require monthly or quarterly payment. The Company accounts for investment management fees in accordance with ASC 605, Revenue Recognition , and has recorded its management fees net of fees paid to unaffiliated subadvisers. The Company considers the nature of its contractual arrangements in determining whether to recognize revenue based on the gross amount billed or net amount retained. The Company has evaluated the factors in ASC 605-45 in determining whether to record revenue on a gross or net basis with significant weight placed on: (i) whether the Company is the primary obligor in the arrangement; and (ii) whether the Company has latitude in establishing price. |
Advertising and Promotion | Advertising and promotional costs include print advertising and promotional items and are expensed as incurred. These costs are classified in other operating expenses in the Consolidated Statements of Operations. |
Stock-based Compensation | The Company accounts for stock-based compensation expense in accordance with ASC 718, Compensation—Stock Compensation (“ASC 718”), which requires the measurement and recognition of compensation expense for share-based awards based on the estimated fair value on the date of grant. Restricted stock units (“RSUs”) are stock awards that entitle the holder to receive shares of the Company’s common stock as the award vests over time or when certain performance targets are achieved. The fair value of each RSU award 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. Compensation expense for RSU awards is recognized ratably over the vesting period on a straight-line basis. |
Income Taxes | The Company accounts for income taxes in accordance with ASC 740, Income Taxes, ("ASC 740")which requires recognition of the amount of taxes payable or refundable for the current year, as well as deferred tax liabilities and assets for the future tax consequences of events that have been included in the Company’s financial statements or tax returns. Deferred tax liabilities and assets result from temporary differences between the book value and tax basis of the Company’s assets, liabilities and carry-forwards, such as net operating losses or tax credits. The Company’s methodology for determining the realizability of deferred tax assets includes consideration of taxable income in prior carryback year(s) if carryback is permitted under the tax law, as well as consideration of the reversal of deferred tax liabilities that are in the same period and jurisdiction and are of the same character as the temporary differences that gave rise to the deferred tax assets. The Company’s methodology also includes estimates of future taxable income from its operations, as well as the expiration dates and amounts of carry-forwards related to net operating losses and capital losses. These estimates are projected through the life of the related deferred tax assets based on assumptions that the Company believes to be reasonable and consistent with demonstrated operating results. Changes in future operating results not currently forecasted may have a significant impact on the realization of deferred tax assets. Valuation allowances are provided when it is determined that it is more likely than not that the benefit of deferred tax assets will not be realized. |
Comprehensive Income | The Company reports all changes in comprehensive income in the Consolidated Statements of Changes in Stockholders’ Equity and the Consolidated Statements of Comprehensive Income. Comprehensive income includes net income (loss), foreign currency translation adjustments (net of tax) and unrealized gains and losses on investments classified as available-for-sale (net of tax). |
Earnings per Share | Earnings per share (“EPS”) is calculated in accordance with ASC 260, Earnings per Share . Basic EPS excludes dilution for potential common stock issuances and is computed by dividing basic 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 mandatory convertible preferred stock ("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. |
Fair Value Measurement and Fair Value of Financial Instruments | ASC 820, Fair Value Measurements and Disclosures, establishes a framework for measuring fair value and a valuation hierarchy based upon the transparency of inputs used in the valuation of an asset or liability. The FASB defines fair value as the price that would be received to sell an asset, or paid to transfer a liability, in an orderly transaction between market participants at the measurement date. Classification within the hierarchy is based upon the lowest level of input that is significant to the fair value measurement. The valuation hierarchy contains three levels as follows: Level 1—Unadjusted quoted prices for identical instruments in active markets. Level 1 assets and liabilities may include debt securities and equity securities that are traded in an active exchange market. Level 2—Quoted prices for similar instruments in active markets; quoted prices for identical or similar instruments in markets that are not active; and model-derived valuations in which all significant inputs and significant value drivers are observable in active markets. Level 2 inputs may include observable market data such as closing market prices provided by independent pricing services after considering factors such as the yields or prices of comparable investments of comparable quality, coupon, maturity, call rights and other potential prepayments, terms and type, reported transactions, indications as to values from dealers and general market conditions. In addition, pricing services may determine the fair value of equity securities traded principally in foreign markets when it has been determined that there has been a significant trend in the U.S. equity markets or in index futures trading. Level 2 assets and liabilities may include debt and equity securities, purchased loans and over-the-counter derivative contracts whose fair value is determined using a pricing model without significant unobservable market data inputs. Level 3—Valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable in active exchange markets. 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 and closed-end funds for which the Company acts as the investment manager. The fair value of open-end 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 they are traded on 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 the securities are primarily traded and are categorized as Level 1. Investments in collateralized loan obligations represent investments in CLOs for which the Company provides investment management services. The investments in collateralized loan obligations are measured at fair value based on independent third party valuations and are categorized as Level 2 and Level 3. Nonqualified retirement plan assets represent 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. 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 years ended December 31, 2017 and 2016 , no securities held by consolidated investment products were transferred from Level 2 to Level 1 and no securities held by consolidated investment products were transferred from Level 1 to Level 2. 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. Short Sales 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 Consolidated Balance Sheets within other liabilities of CIPs and are classified as level 1 based on the underlying equity security. |
Recent Accounting Pronouncements | New Accounting Standards Implemented The Company adopted 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 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 consolidated financial statements. New Accounting Standards Not Yet Implemented In January 2017, the FASB issued ASU 2017-01, Clarifying the Definition of a Business ("ASU 2017-01"). ASU 2017-01 provides guidance on evaluating whether transactions should be accounted for as acquisitions (or disposals) of assets or businesses. The standard is effective for interim and annual periods beginning after December 15, 2017. The Company will apply the standard prospectively upon adoption. The impact of this standard on the Company’s consolidated financial statements will depend on acquisitions (or disposals) of assets or businesses by the Company in periods following adoption. In January 2017, the FASB issued ASU 2017-04, Intangibles - Goodwill and Other: Simplifying the Accounting for Goodwill Impairment ("ASU 2017-04"). Under ASU 2017-04, a goodwill impairment will now be the amount by which a reporting unit’s carrying value exceeds its fair value. This standard is effective for annual or any interim goodwill impairment test in fiscal years beginning after December 15, 2019, with early adoption permitted for impairment tests performed after January 1, 2017. The Company adopted this standard effective January 1, 2018, and will a pply the standard prospectively for all future annual and interim goodwill impairment tests . The impact of the new standard will depend on the outcomes of future goodwill impairment tests. In November 2016, the 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, 2017, and interim periods within those fiscal years. Early adoption is permitted. A reporting entity is required to apply this standard on a retrospective basis as of the beginning of the fiscal year for which the standard is effective. The Company adopted this standard effective January 1, 2018. T he adoption of this standard did not have a material impact on the Company's 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. The Company adopted this standard effective January 1, 2018. T he adoption of this standard did not have a material impact on the Company's 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. 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. These updates are effective for annual periods beginning after December 15, 2017 and interim periods within those fiscal years. The Company's implementation assessment included the identification of revenue within the scope of the guidance, as well as the review of terms and conditions of a sample of revenue contracts covering a broad range of products. The Company adopted ASU 2014-09 effective January 1, 2018, using the modified retrospective approach and has determined that the adoption did not have a material change in the timing of recognition of the Company's revenue. Due to the revised criteria related to whether or not the Company is acting as a principal or agent the Company expects certain costs that are currently presented on a net of revenue basis to be presented on a gross revenue basis under the revised criteria. 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 has evaluated 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 (loss), net of tax, with respect to these equity investments was $(0.4) million and $0.2 million for the years ended December 31, 2017 and December 31, 2016 , respectively. The Company adopted this standard effective January 1, 2018. T he adoption of this standard did not have a material impact on the Company's consolidated financial statements. |
Fair Value Measurements, Transfers | Transfers into and out of levels are reflected when significant inputs used for the fair value measurement, including market inputs or performance attributes, become observable or unobservable or when the Company determines it has the ability, or no longer has the ability, to redeem, in the near term, certain investments that the Company values using a net asset value, or if the book value no longer represents fair value. |
Short Sales | Certain consolidated sponsored investment products may engage in short sales, which are transactions in which a security is sold, which is not owned or is owned but there is no intention to deliver, in anticipation that the price of the security will decline. Short sales are recorded in the Consolidated Balance Sheets within other liabilities of consolidated sponsored investment products. |
Business Combinations (Tables)
Business Combinations (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Business Combinations [Abstract] | |
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed | The following table summarizes the initial estimate of amounts of identified acquired assets and liabilities assumed as of the acquisition date: June 1, 2017 ($ in thousands) Assets: Cash and cash equivalents $ 39,343 Investments 5,516 Accounts receivable 20,311 Assets of consolidated investment products ("CIP") Cash and cash equivalents of CIP 38,261 Investments of CIP 899,274 Other assets of CIP 19,158 Furniture, equipment and leasehold improvements 5,505 Intangible assets 275,700 Goodwill 163,365 Deferred taxes, net 6,590 Other assets 3,003 Total Assets 1,476,026 Liabilities: Accrued compensation and benefits 18,263 Accounts payable and accrued liabilities 11,858 Other liabilities 2,601 Liabilities of CIP Notes payable of CIP 770,160 Securities purchased payable and other liabilities of CIP 109,881 Noncontrolling Interests of CIP 16,181 Total Liabilities & Noncontrolling Interests 928,944 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 the following intangible assets: June 1, 2017 Approximate Fair Value Weighted Average of Useful Life ($ in thousands) Definite-lived intangible assets: 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 Indefinite-lived intangible assets: Trade names 8,700 N/A Total identifiable intangible assets $ 275,700 |
Pro Forma Information | The following Unaudited Pro Forma 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. The unaudited pro forma financial information does not reflect any adjustment to the timing of any synergies or other costs savings realized. 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. Years Ended December 31, 2017 2016 ($ in thousands, except per share amounts) Total Revenues $ 489,094 $ 466,429 Net Income (Loss) Attributable to Common Stockholders $ 27,523 $ 23,511 Basic EPS per Common Share $ 3.92 $ 2.99 Diluted EPS per Common Share $ 3.80 $ 2.92 |
Goodwill and Other Intangible32
Goodwill and Other Intangible Assets (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Summary of Goodwill and Intangible Assets, Net | Intangible assets, net are summarized as follows: December 31, 2017 2016 ($ in thousands) Definite-lived intangible assets, net: Investment contracts $ 425,747 $ 158,747 Accumulated amortization (167,309 ) (155,136 ) Definite-lived intangible assets, net 258,438 3,611 Indefinite-lived intangible assets 43,516 34,816 Total intangible assets, net $ 301,954 $ 38,427 Activity in goodwill and intangible assets, net is as follows: Years Ended December 31, 2017 2016 2015 ($ in thousands) Intangible assets, net Balance, beginning of period $ 38,427 $ 40,887 $ 41,783 Acquisitions (1) 275,700 — 2,400 Amortization expense (12,173 ) (2,460 ) (3,296 ) Balance, end of period $ 301,954 $ 38,427 $ 40,887 Goodwill Balance, beginning of period $ 6,788 $ 6,701 $ 5,260 Acquisition (1) 163,365 — 1,441 Acquisition related adjustments — 87 — Balance, end of period $ 170,153 $ 6,788 $ 6,701 (1) - See Note 3 for details on the acquired intangible assets. |
Investments (Tables)
Investments (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Investments Schedule [Abstract] | |
Summary of Investments | The Company’s investments, excluding the assets of consolidated investment products discussed in Note 18, at December 31, 2017 and 2016 were as follows: December 31, 2017 2016 ($ in thousands) Marketable securities $ 66,424 $ 74,907 Equity method investments 11,098 7,731 Nonqualified retirement plan assets 6,706 5,808 Investments in collateralized loan obligations 23,339 — Other investments 925 925 Total investments $ 108,492 $ 89,371 |
Schedule of Marketable Securities | The composition of the Company’s marketable securities is summarized as follows: December 31, 2017 Cost Unrealized Loss Unrealized Gain Fair Value ($ in thousands) Trading: Sponsored funds $ 47,084 $ (1,294 ) $ 1,059 $ 46,849 Equity securities 13,141 (2 ) 2,671 15,810 Available-for-sale: Sponsored closed-end funds 3,761 (302 ) 306 3,765 Total marketable securities $ 63,986 $ (1,598 ) $ 4,036 $ 66,424 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) | 12 Months Ended |
Dec. 31, 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 discussed in Note 18 , as of December 31, 2017 and December 31, 2016 , by fair value hierarchy level were as follows: December 31, 2017 Level 1 Level 2 Level 3 Total ($ in thousands) Assets Cash equivalents $ 72,993 $ — $ — $ 72,993 Marketable securities trading: Sponsored funds 46,849 — — 46,849 Equity securities 15,810 — — 15,810 Marketable securities available-for-sale: Sponsored closed-end funds 3,765 — — 3,765 Other investments Investments in collateralized loan obligations — 18,900 4,439 23,339 Nonqualified retirement plan assets 6,706 — — 6,706 Total assets measured at fair value $ 146,123 $ 18,900 $ 4,439 $ 169,462 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 by fair value hierarchy level were as follows: As of December 31, 2017 Level 1 Level 2 Level 3 Total ($ in thousands) Assets Cash equivalents $ 82,769 $ — $ — $ 82,769 Debt investments — 1,527,845 33,887 1,561,732 Equity investments 35,126 — 894 36,020 Total assets measured at fair value $ 117,895 $ 1,527,845 $ 34,781 $ 1,680,521 Liabilities Notes payable $ — $ 1,457,435 $ — $ 1,457,435 Derivatives 2 — — 2 Short sales 719 — — 719 Total liabilities measured at fair value $ 721 $ 1,457,435 $ — $ 1,458,156 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: Twelve Months Ended December 31, ($ in thousands) 2017 2016 Level 3 Investments (a) Balance at beginning of period $ — $ — Acquired in business combination 2,916 — Purchases 2,370 — Change in unrealized gain (loss), net (847 ) — Balance at end of period $ 4,439 $ — (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 and liabilities of consolidated investment products for Level 3 investments for which significant unobservable inputs were used to determine fair value. Year Ended December 31, 2017 2016 (in thousands) Level 3 Securities (a) Balance at beginning of period $ 25 $ 1,397 Purchases 3,174 174 Sales (3,357 ) (1,472 ) Paydowns — (5 ) Amortization 9 — Change in unrealized gains (losses), net 434 348 Realized gains (loss), net (49 ) (355 ) Acquired in business combination 9,151 — Transfers to Level 2 (35,258 ) — Transfers from Level 2 60,652 (62 ) Balance at end of period $ 34,781 $ 25 (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. |
Furniture, Equipment and Leas35
Furniture, Equipment and Leasehold Improvements, Net (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Property, Plant and Equipment [Abstract] | |
Furniture, Equipment and Leasehold Improvements, Net | Furniture, equipment and leasehold improvements, net are summarized as follows: December 31, 2017 2016 ($ in thousands) Furniture and office equipment $ 7,564 $ 5,933 Computer equipment and software 9,274 7,330 Leasehold improvements 14,132 11,334 30,970 24,597 Accumulated depreciation and amortization (20,137 ) (16,869 ) Furniture, equipment and leasehold improvements, net $ 10,833 $ 7,728 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Income Tax Disclosure [Abstract] | |
Components of Provision for Income Taxes | The components of the provision for income taxes are as follows: Years Ended December 31, 2017 2016 2015 ($ in thousands) Current Federal $ 15,670 $ 12,790 $ 28,077 State 1,985 1,855 2,539 Total current tax expense (benefit) 17,655 14,645 30,616 Deferred Federal 20,895 5,489 4,339 State 1,940 910 2,017 Total deferred tax expense (benefit) 22,835 6,399 6,356 Total expense (benefit) for income taxes $ 40,490 $ 21,044 $ 36,972 |
Reconciliation of Provision (Benefit) for Income Taxes | The following presents a reconciliation of the provision (benefit) for income taxes computed at the federal statutory rate to the provision (benefit) for income taxes recognized in the Consolidated Statements of Operations for the years indicated: Years Ended December 31, 2017 2016 2015 ($ in thousands) Tax at statutory rate $ 28,150 35 % $ 24,432 35 % $ 23,675 35 % State taxes, net of federal benefit 3,548 4 2,010 3 2,717 4 Effect of U.S. tax reform (the Tax Act) 13,074 16 — — — — Effect of net income (loss) attributable to noncontrolling interests (1,017 ) (1 ) (91 ) — 1,492 2 Change in valuation allowance (2,613 ) (3 ) (5,125 ) (7 ) 7,812 12 Other, net (652 ) (1 ) (182 ) (1 ) 1,276 2 Income tax expense (benefit) $ 40,490 50 % $ 21,044 30 % $ 36,972 55 % |
Summary of Tax Effects of Temporary Differences | The tax effects of temporary differences are as follows: December 31, 2017 2016 ($ in thousands) Deferred tax assets: Intangible assets $ 10,706 $ 19,348 Net operating losses 16,769 20,272 Compensation accruals 7,681 8,854 Capitalized transaction costs 5,849 10,022 Unrealized loss/(gain) 1,473 5,291 Capital losses 870 417 Other 1,675 977 Gross deferred tax assets 45,023 65,181 Valuation allowance (3,088 ) (5,731 ) Gross deferred tax assets after valuation allowance 41,935 59,450 Deferred tax liabilities: Intangible assets (9,507 ) (11,915 ) Gross deferred tax liabilities (9,507 ) (11,915 ) Deferred tax assets, net $ 32,428 $ 47,535 |
Debt (Tables)
Debt (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Debt Disclosure [Abstract] | |
Summary of Future Minimum Repayments of Debt (Excluding Unamortized Debt Issuance Costs) | Future minimum Term Loan payments (exclusive of unamortized debt issuance costs) as of December 31, 2017 are as follows (in thousands): Year Amount 2018 $ 3,250 2019 2,600 2020 2,600 2021 2,600 2022 1,950 Thereafter 246,350 $ 259,350 |
Accumulated Other Comprehensi38
Accumulated Other Comprehensive Income (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Equity [Abstract] | |
Changes in Accumulated Other Comprehensive Income | The changes in accumulated other comprehensive income (loss), by component, are as follows: Unrealized Gains (Losses) on Securities Available-for-Sale Foreign Currency Translation Adjustments ($ in thousands) Balance December 31, 2016 $ (224 ) $ — Unrealized net gain (loss) on available-for-sale securities, net of tax of $100 (388 ) — Foreign currency translation adjustments, net of tax of ($4) — 12 Net current-period other comprehensive income (loss) (388 ) 12 Balance December 31, 2017 $ (612 ) $ 12 Unrealized Gains Foreign ($ in thousands) Balance December 31, 2015 $ (465 ) $ (569 ) Unrealized net gain (loss) on available-for-sale securities, net of tax of ($32) 241 — Foreign currency translation adjustments, net of tax of ($348) — 569 Net current-period other comprehensive income (loss) 241 569 Balance December 31, 2016 $ (224 ) $ — |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Summary of Stock-Based Compensation Expense | Stock-based compensation expense is summarized as follows: Years Ended December 31, 2017 2016 2015 ($ in thousands) Stock-based compensation expense $ 20,288 $ 11,948 $ 11,863 |
Summary of Restricted Stock Units Activity | RSU activity for the year ended December 31, 2017 is summarized as follows: Number of shares Weighted Average Grant Date Fair Value Outstanding at December 31, 2016 302,824 $ 111.56 Granted 290,630 $ 108.32 Forfeited (30,450 ) $ 120.08 Settled (79,983 ) $ 141.24 Outstanding at December 31, 2017 483,021 $ 104.16 |
Summary of Stock Option Activity | Stock option activity for the year ended December 31, 2017 is summarized as follows: Number of shares Weighted Average Exercise Price Outstanding at December 31, 2016 137,157 $ 17.77 Granted — $ — Exercised (27,349 ) $ 23.12 Forfeited — $ — Outstanding at December 31, 2017 109,808 $ 16.44 Vested and exercisable at December 31, 2017 109,808 $ 16.44 |
Earnings (Loss) Per Share (Tabl
Earnings (Loss) Per Share (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Earnings Per Share [Abstract] | |
Schedule of Computation of Basic and Diluted Earnings Per Share | The computation of basic and diluted earnings (loss) per share is as follows: Years Ended December 31, 2017 2016 2015 ($ in thousands, except per share amounts) Net Income (Loss) $ 39,939 $ 48,763 $ 30,671 Noncontrolling interests (2,927 ) (261 ) 4,435 Net Income (Loss) Attributable to Stockholders 37,012 48,502 35,106 Preferred stock dividends (8,336 ) — — Net Income (Loss) Attributable to Common Stockholders $ 28,676 $ 48,502 $ 35,106 Shares (in thousands): Basic: Weighted-average number of shares outstanding 7,013 7,648 8,797 Plus: Incremental shares from assumed conversion of dilutive instruments 234 174 163 Diluted: Weighted-average number of shares outstanding 7,247 7,822 8,960 Earnings (Loss) per Share—Basic $ 4.09 $ 6.34 $ 3.99 Earnings (Loss) per Share—Diluted $ 3.96 $ 6.20 $ 3.92 |
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share | 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. Years Ended December 31, (In thousands) 2017 2016 2015 Restricted stock units and stock options — 8 2 Preferred stock 897 — — Total anti-dilutive securities 897 8 2 |
Concentration of Credit Risk (T
Concentration of Credit Risk (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Risks and Uncertainties [Abstract] | |
Summary of Funds Provided Ten Percent or More of Total Revenues | The following funds provided 10 percent or more of the total revenues of the Company: Years Ended December 31, 2017 2016 2015 ($ in thousands) Virtus Emerging Markets Opportunities Fund Investment management, administration and shareholder service fees $ 48,826 $ 49,085 $ 62,329 Percent of total revenues 12 % 15 % 16 % Virtus Multi-Sector Short Term Bond Fund Investment management, administration and shareholder service fees $ 44,577 $ 43,579 $ 49,174 Percent of total revenues 11 % 14 % 13 % |
Consolidation (Tables)
Consolidation (Tables) | 12 Months Ended |
Dec. 31, 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, are reflected in the Consolidated Balance Sheets as of December 31, 2017 and 2016 : As of December 31, 2017 2016 VIEs VIEs VOEs CLOs Other VOEs CLOs Other ($ in thousands) Cash and cash equivalents $ 820 $ 82,823 $ 18,489 $ 1,859 $ 14,449 $ 2,775 Investments 34,623 1,555,879 7,250 99,247 346,967 42,828 Other assets 767 32,671 48 2,211 5,888 1,059 Notes payable — (1,457,435 ) — — (328,761 ) — Securities purchased payable and other liabilities (1,319 ) (110,871 ) (764 ) (2,310 ) (12,534 ) (1,799 ) Noncontrolling interests (4,178 ) (16,667 ) — (12,505 ) — $ (24,761 ) The Company’s net interests in consolidated investment products $ 30,713 $ 86,400 $ 25,023 $ 88,502 $ 26,009 $ 20,102 |
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 discussed in Note 18 , as of December 31, 2017 and December 31, 2016 , by fair value hierarchy level were as follows: December 31, 2017 Level 1 Level 2 Level 3 Total ($ in thousands) Assets Cash equivalents $ 72,993 $ — $ — $ 72,993 Marketable securities trading: Sponsored funds 46,849 — — 46,849 Equity securities 15,810 — — 15,810 Marketable securities available-for-sale: Sponsored closed-end funds 3,765 — — 3,765 Other investments Investments in collateralized loan obligations — 18,900 4,439 23,339 Nonqualified retirement plan assets 6,706 — — 6,706 Total assets measured at fair value $ 146,123 $ 18,900 $ 4,439 $ 169,462 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 by fair value hierarchy level were as follows: As of December 31, 2017 Level 1 Level 2 Level 3 Total ($ in thousands) Assets Cash equivalents $ 82,769 $ — $ — $ 82,769 Debt investments — 1,527,845 33,887 1,561,732 Equity investments 35,126 — 894 36,020 Total assets measured at fair value $ 117,895 $ 1,527,845 $ 34,781 $ 1,680,521 Liabilities Notes payable $ — $ 1,457,435 $ — $ 1,457,435 Derivatives 2 — — 2 Short sales 719 — — 719 Total liabilities measured at fair value $ 721 $ 1,457,435 $ — $ 1,458,156 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: Twelve Months Ended December 31, ($ in thousands) 2017 2016 Level 3 Investments (a) Balance at beginning of period $ — $ — Acquired in business combination 2,916 — Purchases 2,370 — Change in unrealized gain (loss), net (847 ) — Balance at end of period $ 4,439 $ — (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 and liabilities of consolidated investment products for Level 3 investments for which significant unobservable inputs were used to determine fair value. Year Ended December 31, 2017 2016 (in thousands) Level 3 Securities (a) Balance at beginning of period $ 25 $ 1,397 Purchases 3,174 174 Sales (3,357 ) (1,472 ) Paydowns — (5 ) Amortization 9 — Change in unrealized gains (losses), net 434 348 Realized gains (loss), net (49 ) (355 ) Acquired in business combination 9,151 — Transfers to Level 2 (35,258 ) — Transfers from Level 2 60,652 (62 ) Balance at end of period $ 34,781 $ 25 (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. |
Reconciliation of Liabilities of Consolidated Sponsored Investment Products For Level 3 Investments, Unobservable Inputs Used to Determine Fair Value | The following table is a reconciliation of assets and liabilities of consolidated investment products for Level 3 investments for which significant unobservable inputs were used to determine fair value. Year Ended December 31, 2017 2016 (in thousands) Level 3 Securities (a) Balance at beginning of period $ 25 $ 1,397 Purchases 3,174 174 Sales (3,357 ) (1,472 ) Paydowns — (5 ) Amortization 9 — Change in unrealized gains (losses), net 434 348 Realized gains (loss), net (49 ) (355 ) Acquired in business combination 9,151 — Transfers to Level 2 (35,258 ) — Transfers from Level 2 60,652 (62 ) Balance at end of period $ 34,781 $ 25 (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. |
Schedule of VIE Consolidated Investment Product | 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 assets of the consolidated CLOs shown above to be equivalent to the beneficial interests retained by the Company at December 31, 2017, as shown in the table below: ($ in thousands) Subordinated notes $ 85,066 Accrued investment management fees 1,334 Total Beneficial Interests $ 86,400 The following table represents income and expenses of the consolidated CLOs included in the Company's Consolidated Statements of Operations for the period indicated: Year Ended ($ in thousands) December 31, 2017 Income: Realized and unrealized gain (loss), net $ 7,270 Interest income 45,526 Other income 1,552 Total income $ 54,348 Expenses: Other operating expenses $ 6,684 Interest expense 35,243 Total Expense 41,927 Noncontrolling interest (1,507 ) Net Income (loss) attributable to CIPs $ 10,914 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: Year Ended ($ in thousands) December 31, 2017 Distributions received and unrealized gains on the subordinated notes held by the Company $ 6,830 Investment management fees 4,084 Total Economic Interests $ 10,914 |
Selected Quarterly Data (Unau43
Selected Quarterly Data (Unaudited) (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Quarterly Financial Information Disclosure [Abstract] | |
Summary of Selected Quarterly Data | 2017 Fourth Quarter Third Quarter Second Quarter First Quarter ($ in thousands, except share data) Revenues $ 128,024 $ 123,675 $ 94,132 $ 79,776 Operating Income (Loss) 28,015 16,789 3,184 10,047 Net Income (Loss) Attributable to Common Stockholders 3,414 16,708 (2,389 ) 10,943 Earnings (loss) per share—Basic $ 0.48 $ 2.32 $ (0.34 ) $ 1.67 Earnings (loss) per share—Diluted $ 0.46 $ 2.21 $ (0.34 ) $ 1.62 2016 Fourth Quarter Third Quarter Second Quarter First Quarter ($ in thousands, except share data) Revenues $ 79,850 $ 82,324 $ 80,085 $ 80,295 Operating Income (Loss) 12,783 16,538 8,743 12,750 Net Income (Loss) Attributable to Common Stockholders 12,426 15,625 8,088 12,363 Earnings (loss) per share—Basic $ 1.94 $ 2.04 $ 0.99 $ 1.48 Earnings (loss) per share—Diluted $ 1.87 $ 1.99 $ 0.97 $ 1.45 |
Summary of Significant Accoun44
Summary of Significant Accounting Policies (Detail) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017USD ($)Segment | Dec. 31, 2016USD ($) | Dec. 31, 2015USD ($) | |
Summary Of Significant Accounting Policies [Line Items] | |||
Number of operating segments | Segment | 1 | ||
Fees paid to unaffiliated advisers | $ 46,700 | $ 47,200 | $ 76,400 |
Cumulative effect adjustment for adoption of ASU 2016-09 | 1,051 | ||
Comprehensive income (loss), net of tax, equity investments | $ (400) | 200 | |
Minimum | |||
Summary Of Significant Accounting Policies [Line Items] | |||
Deferred commissions amortization period | 1 year | ||
Deferred sales charges amortization period | 1 year | ||
Weighted Average of Useful Life | 1 year | ||
Maximum | |||
Summary Of Significant Accounting Policies [Line Items] | |||
Deferred commissions amortization period | 5 years | ||
Deferred sales charges amortization period | 5 years | ||
Weighted Average of Useful Life | 16 years | ||
Furniture and office equipment | Minimum | |||
Summary Of Significant Accounting Policies [Line Items] | |||
Estimated useful lives of furniture and equipment | 3 years | ||
Furniture and office equipment | Maximum | |||
Summary Of Significant Accounting Policies [Line Items] | |||
Estimated useful lives of furniture and equipment | 7 years | ||
Computer equipment and software | Minimum | |||
Summary Of Significant Accounting Policies [Line Items] | |||
Estimated useful lives of furniture and equipment | 3 years | ||
Computer equipment and software | Maximum | |||
Summary Of Significant Accounting Policies [Line Items] | |||
Estimated useful lives of furniture and equipment | 5 years | ||
Accounting Standards Update 2016-09 | |||
Summary Of Significant Accounting Policies [Line Items] | |||
Cumulative effect adjustment for adoption of ASU 2016-09 | $ 1,100 |
Business Combinations - Additio
Business Combinations - Additional Information (Details) - USD ($) $ / shares in Units, $ in Thousands | Jun. 01, 2017 | Dec. 31, 2017 | Dec. 31, 2017 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 |
Business Acquisition [Line Items] | |||||||
Acquisition related adjustments | $ 0 | $ (87) | $ 0 | ||||
Goodwill | $ 170,153 | $ 170,153 | 170,153 | 6,788 | 6,701 | $ 5,260 | |
RidgeWorth | |||||||
Business Acquisition [Line Items] | |||||||
Purchase price, consideration transferred | $ 547,100 | $ 51,700 | |||||
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 | ||||||
Consideration transferred, deferred cash | 2,300 | ||||||
Acquisition related adjustments | 1,000 | ||||||
Goodwill | 163,365 | ||||||
Acquisition costs included in goodwill for tax purposes | 6,400 | ||||||
Transaction and integration costs | 26,300 | ||||||
Severance costs | 10,200 | ||||||
Other operating expenses | 9,700 | ||||||
Employment expenses | 6,400 | ||||||
Revenue since closing date | $ 77,100 | ||||||
RidgeWorth | |||||||
Business Acquisition [Line Items] | |||||||
Assets under management | 40,100,000 | ||||||
Long term assets under management | 35,700,000 | ||||||
Liquidity strategy assets under management | 4,400,000 | ||||||
Consolidated entity excluding consolidated investment products | |||||||
Business Acquisition [Line Items] | |||||||
Other operating expenses | 69,410 | $ 50,274 | $ 63,901 | ||||
Consolidated entity excluding consolidated investment products | RidgeWorth | |||||||
Business Acquisition [Line Items] | |||||||
Purchase price, consideration transferred | 485,200 | ||||||
CLOs | |||||||
Business Acquisition [Line Items] | |||||||
Other operating expenses | $ 6,684 | ||||||
CLOs | RidgeWorth | |||||||
Business Acquisition [Line Items] | |||||||
Purchase price, consideration transferred | $ 61,900 |
Business Combinations - Assets
Business Combinations - Assets Acquired and Liabilities & Equity Assumed (Details) - USD ($) $ in Thousands | Dec. 31, 2017 | Jun. 01, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 |
Assets: | |||||
Goodwill | $ 170,153 | $ 6,788 | $ 6,701 | $ 5,260 | |
RidgeWorth | |||||
Assets: | |||||
Cash and cash equivalents | $ 39,343 | ||||
Investments | 5,516 | ||||
Accounts receivable | 20,311 | ||||
Other assets | 3,003 | ||||
Furniture, equipment and leasehold improvements | 5,505 | ||||
Intangible assets | 275,700 | ||||
Goodwill | 163,365 | ||||
Deferred taxes, net | 6,590 | ||||
Total Assets | 1,476,026 | ||||
Liabilities: | |||||
Accrued compensation and benefits | 18,263 | ||||
Accounts payable and accrued liabilities | 11,858 | ||||
Other liabilities | 2,601 | ||||
Noncontrolling Interests of CIP | 16,181 | ||||
Total Liabilities & Noncontrolling Interests | 928,944 | ||||
Total Net Assets Acquired | 547,082 | ||||
Consolidated investment products | RidgeWorth | |||||
Assets: | |||||
Cash and cash equivalents | 38,261 | ||||
Investments | 899,274 | ||||
Other assets | 19,158 | ||||
Liabilities: | |||||
Notes payable of CIP | 770,160 | ||||
Securities purchased payable and other liabilities of CIP | $ 109,881 |
Business Combinations - Schedul
Business Combinations - Schedule of Finite-Lived and Indefinite-Lived Intangible Assets (Details) - RidgeWorth $ in Thousands | Jun. 01, 2017USD ($) |
Business Acquisition [Line Items] | |
Finite-lived intangible assets acquired | $ 267,000 |
Indefinite lived intangibles acquired | 8,700 |
Intangible assets | 275,700 |
Mutual fund investment contracts | |
Business Acquisition [Line Items] | |
Finite-lived intangible assets acquired | $ 189,200 |
Weighted Average of Useful Life | 16 years |
Institutional and retail separate account investment contracts | |
Business Acquisition [Line Items] | |
Finite-lived intangible assets acquired | $ 77,000 |
Weighted Average of Useful Life | 10 years 4 months 24 days |
Trade names | |
Business Acquisition [Line Items] | |
Finite-lived intangible assets acquired | $ 800 |
Weighted Average of Useful Life | 10 years |
Business Combinations - Pro For
Business Combinations - Pro Forma Information (Details) - RidgeWorth - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Business Acquisition [Line Items] | ||
Total Revenues | $ 489,094 | $ 466,429 |
Net Income (Loss) Attributable to Common Stockholders | $ 27,523 | $ 23,511 |
Basic EPS (in dollars per share) | $ 3.92 | $ 2.99 |
Diluted EPS (in dollars per share) | $ 3.80 | $ 2.92 |
Goodwill and Other Intangible49
Goodwill and Other Intangible Assets - Summary of Intangible Assets, Net (Detail) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 |
Definite-lived intangible assets, net: | ||||
Investment contracts | $ 425,747 | $ 158,747 | ||
Accumulated amortization | (167,309) | (155,136) | ||
Definite-lived intangible assets, net | 258,438 | 3,611 | ||
Indefinite-lived intangible assets | 43,516 | 34,816 | ||
Total intangible assets, net | $ 301,954 | $ 38,427 | $ 40,887 | $ 41,783 |
Goodwill and Other Intangible50
Goodwill and Other Intangible Assets - Schedule of Activity in Goodwill and Intangible Assets, Net (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Intangible assets, net | |||
Balance, beginning of period | $ 38,427 | $ 40,887 | $ 41,783 |
Acquisition | 275,700 | 0 | 2,400 |
Amortization expense | (12,173) | (2,460) | (3,296) |
Balance, end of period | 301,954 | 38,427 | 40,887 |
Goodwill | |||
Balance, beginning of period | 6,788 | 6,701 | 5,260 |
Acquisition | 163,365 | 0 | 1,441 |
Acquisition related adjustments | 0 | 87 | 0 |
Balance, end of period | $ 170,153 | $ 6,788 | $ 6,701 |
Goodwill and Other Intangible51
Goodwill and Other Intangible Assets - Additional Information (Detail) $ in Millions | 12 Months Ended |
Dec. 31, 2017USD ($) | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
2,018 | $ 20.1 |
2,019 | 20 |
2,020 | 19.9 |
2,021 | 19.9 |
2,022 | 19.7 |
Thereafter | $ 158.8 |
Weighted average estimated remaining amortization period | 13 years 8 months 18 days |
Investments - Summary of Invest
Investments - Summary of Investments (Detail) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Investment [Line Items] | ||
Marketable securities | $ 66,424 | $ 74,907 |
Parent | ||
Investment [Line Items] | ||
Marketable securities | 66,424 | 74,907 |
Equity method investments | 11,098 | 7,731 |
Nonqualified retirement plan assets | 6,706 | 5,808 |
Investments in collateralized loan obligations | 23,339 | 0 |
Other investments | 925 | 925 |
Total investments | $ 108,492 | $ 89,371 |
Investments - Schedule of Marke
Investments - Schedule of Marketable Securities (Detail) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Available-for-sale: | ||
Cost | $ 63,986 | $ 75,862 |
Unrealized Loss | (1,598) | (2,207) |
Unrealized Gain | 4,036 | 1,252 |
Fair Value | 66,424 | 74,907 |
Sponsored funds | ||
Trading: | ||
Cost | 47,084 | 61,784 |
Unrealized Loss | (1,294) | (1,942) |
Unrealized Gain | 1,059 | 177 |
Fair Value | 46,849 | 60,019 |
Equity securities | ||
Trading: | ||
Cost | 13,141 | 10,578 |
Unrealized Loss | (2) | 0 |
Unrealized Gain | 2,671 | 895 |
Fair Value | 15,810 | 11,473 |
Sponsored closed-end funds | ||
Available-for-sale: | ||
Cost | 3,761 | 3,500 |
Unrealized Loss | (302) | (265) |
Unrealized Gain | 306 | 180 |
Fair Value | $ 3,765 | $ 3,415 |
Investments - Additional Inform
Investments - Additional Information (Detail) - USD ($) | 12 Months Ended | |||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Investment [Line Items] | ||||
Realized (loss) gain on trading securities | $ (1,500,000) | $ (300,000) | $ 400,000 | |
Investment in equity method investment | $ 5,000,000 | |||
Capital contributions to equity method investments | 2,500,000 | |||
Distributions from equity method investments | $ 911,000 | 0 | 0 | |
Percentage of noncontrolling equity interest acquired | 50.00% | |||
Realized gain on sale of equity method investment | $ 0 | 2,883,000 | $ 0 | |
Capital commitments | ||||
Investment [Line Items] | ||||
Future capital commitment (up to) | $ 2,300,000 | $ 5,000,000 |
Fair Value Measurements - Chang
Fair Value Measurements - Changes in Assets and Liabilities Measured at Fair Value on Recurring Basis (Detail) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Fair Value Inputs, Assets, Quantitative Information [Line Items] | ||
Cash equivalents | $ 72,993 | $ 48,620 |
Other Investments [Abstract] | ||
Total assets measured at fair value | 169,462 | 129,335 |
Sponsored funds | ||
Marketable securities trading: | ||
Marketable securities trading | 46,849 | 60,019 |
Equity securities | ||
Marketable securities trading: | ||
Marketable securities trading | 15,810 | 11,473 |
Sponsored closed-end funds | ||
Marketable securities available-for-sale: | ||
Marketable securities available for sale | 3,765 | 3,415 |
Collateralized loan obligations | ||
Other Investments [Abstract] | ||
Investments in collateralized loan obligations | 23,339 | |
Nonqualified retirement plan assets | ||
Other Investments [Abstract] | ||
Other investments | 6,706 | 5,808 |
Level 1 | ||
Fair Value Inputs, Assets, Quantitative Information [Line Items] | ||
Cash equivalents | 72,993 | 48,620 |
Other Investments [Abstract] | ||
Total assets measured at fair value | 146,123 | 129,335 |
Level 1 | Sponsored funds | ||
Marketable securities trading: | ||
Marketable securities trading | 46,849 | 60,019 |
Level 1 | Equity securities | ||
Marketable securities trading: | ||
Marketable securities trading | 15,810 | 11,473 |
Level 1 | Sponsored closed-end funds | ||
Marketable securities available-for-sale: | ||
Marketable securities available for sale | 3,765 | 3,415 |
Level 1 | Collateralized loan obligations | ||
Other Investments [Abstract] | ||
Investments in collateralized loan obligations | 0 | |
Level 1 | Nonqualified retirement plan assets | ||
Other Investments [Abstract] | ||
Other investments | 6,706 | 5,808 |
Level 2 | ||
Fair Value Inputs, Assets, Quantitative Information [Line Items] | ||
Cash equivalents | 0 | 0 |
Other Investments [Abstract] | ||
Total assets measured at fair value | 18,900 | 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 obligations | ||
Other Investments [Abstract] | ||
Investments in collateralized loan obligations | 18,900 | |
Level 2 | Nonqualified retirement plan assets | ||
Other Investments [Abstract] | ||
Other investments | 0 | 0 |
Level 3 | ||
Fair Value Inputs, Assets, Quantitative Information [Line Items] | ||
Cash equivalents | 0 | 0 |
Other Investments [Abstract] | ||
Total assets measured at fair value | 4,439 | 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 obligations | ||
Other Investments [Abstract] | ||
Investments in collateralized loan obligations | 4,439 | |
Level 3 | Nonqualified retirement plan assets | ||
Other Investments [Abstract] | ||
Other investments | $ 0 | $ 0 |
Fair Value Measurements - Fair
Fair Value Measurements - Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation (Details) - Investments - USD ($) | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Balance at beginning of period | $ 0 | $ 0 |
Acquired in business combination | 2,916,000 | 0 |
Purchases | 2,370,000 | 0 |
Sales | (847,000) | 0 |
Balance at end of period | $ 4,439,000 | $ 0 |
Furniture, Equipment and Leas57
Furniture, Equipment and Leasehold Improvements, Net (Detail) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Property, Plant and Equipment [Abstract] | ||
Furniture and office equipment | $ 7,564 | $ 5,933 |
Computer equipment and software | 9,274 | 7,330 |
Leasehold improvements | 14,132 | 11,334 |
Furniture, equipment and leasehold improvements, gross | 30,970 | 24,597 |
Accumulated depreciation and amortization | (20,137) | (16,869) |
Furniture, equipment and leasehold improvements, net | $ 10,833 | $ 7,728 |
Income Taxes - Components of Pr
Income Taxes - Components of Provision for Income Taxes (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Current | |||
Federal | $ 15,670 | $ 12,790 | $ 28,077 |
State | 1,985 | 1,855 | 2,539 |
Total current tax expense (benefit) | 17,655 | 14,645 | 30,616 |
Deferred | |||
Federal | 20,895 | 5,489 | 4,339 |
State | 1,940 | 910 | 2,017 |
Total deferred tax expense (benefit) | 22,835 | 6,399 | 6,356 |
Income tax expense (benefit) | $ 40,490 | $ 21,044 | $ 36,972 |
Income Taxes - Reconciliation o
Income Taxes - Reconciliation of Provision (Benefit) for Income Taxes (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Effective Income Tax Rate Reconciliation, Amount [Abstract] | |||
Tax at statutory rate | $ 28,150 | $ 24,432 | $ 23,675 |
State taxes, net of federal benefit | 3,548 | 2,010 | 2,717 |
Effect of U.S. tax reform (the Tax Act) | 13,074 | 0 | 0 |
Effect of net income (loss) attributable to noncontrolling interests | (1,017) | (91) | 1,492 |
Change in valuation allowance | (2,613) | (5,125) | 7,812 |
Other, net | (652) | (182) | 1,276 |
Income tax expense (benefit) | $ 40,490 | $ 21,044 | $ 36,972 |
Effective Income Tax Rate Reconciliation, Percent [Abstract] | |||
Tax at statutory rate | 35.00% | 35.00% | 35.00% |
State taxes, net of federal benefit | 4.00% | 3.00% | 4.00% |
Effect of U.S. tax reform (the Tax Act) | 16.00% | 0.00% | 0.00% |
Effect of net income (loss) attributable to noncontrolling interests | (1.00%) | (0.00%) | 2.00% |
Change in valuation allowance | (3.00%) | (7.00%) | 12.00% |
Other, net | (1.00%) | (1.00%) | 2.00% |
Income tax expense (benefit) | 50.00% | 30.00% | 55.00% |
Income Taxes - Summary of Tax E
Income Taxes - Summary of Tax Effects of Temporary Differences (Detail) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Deferred tax assets: | ||
Intangible assets | $ 10,706 | $ 19,348 |
Net operating losses | 16,769 | 20,272 |
Compensation accruals | 7,681 | 8,854 |
Capitalized transaction costs | 5,849 | 10,022 |
Unrealized loss/(gain) | 1,473 | 5,291 |
Capital losses | 870 | 417 |
Other | 1,675 | 977 |
Gross deferred tax assets | 45,023 | 65,181 |
Valuation allowance | (3,088) | (5,731) |
Gross deferred tax assets after valuation allowance | 41,935 | 59,450 |
Deferred tax liabilities: | ||
Intangible assets | (9,507) | (11,915) |
Gross deferred tax liabilities | (9,507) | (11,915) |
Deferred tax assets, net | $ 32,428 | $ 47,535 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Detail) - USD ($) | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Income Tax Reconciliation [Line Items] | |||
Estimated effective income tax rate | 50.00% | 30.00% | 55.00% |
Valuation allowance for deferred tax assets | $ 3,088,000 | $ 5,731,000 | |
Deferred tax assets related to net operating losses for federal income tax purposes | $ 16,769,000 | 20,272,000 | |
Ownership percentage | 50.00% | ||
Percentage increasing ownership | 5.00% | ||
Pre-tax net operating loss carryovers | $ 12,600,000 | ||
Built-in losses annual limitation | 1,100,000 | ||
Interest or penalties related to unrecognized tax benefits | 0 | 0 | $ 0 |
Effect of U.S. tax reform (the Tax Act) | 13,074,000 | $ 0 | $ 0 |
Federal | |||
Income Tax Reconciliation [Line Items] | |||
Deferred tax assets related to net operating losses for federal income tax purposes | 8,500,000 | ||
State | |||
Income Tax Reconciliation [Line Items] | |||
Deferred tax assets related to net operating losses for federal income tax purposes | $ 8,300,000 |
Debt (Detail)
Debt (Detail) | Jun. 01, 2017USD ($) | May 31, 2017USD ($) | Dec. 31, 2017USD ($) |
Credit Facility 2017 | London Interbank Offered Rate (LIBOR) | |||
Line of Credit Facility [Line Items] | |||
Basis spread on variable interest rate | 3.75% | ||
Credit Facility 2017 | London Interbank Offered Rate (LIBOR) | Minimum | |||
Line of Credit Facility [Line Items] | |||
Basis spread on variable interest rate | 3.50% | ||
Credit Facility 2017 | London Interbank Offered Rate (LIBOR) | Maximum | |||
Line of Credit Facility [Line Items] | |||
Basis spread on variable interest rate | 3.75% | ||
Credit Facility 2017 | Base Rate | |||
Line of Credit Facility [Line Items] | |||
Basis spread on variable interest rate | 2.75% | ||
Credit Facility 2017 | Base Rate | Minimum | |||
Line of Credit Facility [Line Items] | |||
Basis spread on variable interest rate | 2.50% | ||
Credit Facility 2017 | Base Rate | Maximum | |||
Line of Credit Facility [Line Items] | |||
Basis spread on variable interest rate | 2.75% | ||
Term Loan | Credit Facility 2017 | |||
Line of Credit Facility [Line Items] | |||
Maximum borrowing capacity | $ 260,000,000 | ||
Debt term | 7 years | ||
Amount outstanding | $ 259,400,000 | ||
Premium due if prepaid in connection with repricing transaction within six months of credit agreement closing | 1.00% | ||
Delayed draw fee | $ 1,200,000 | ||
Annual principal payment, percentage of principal | 1.00% | ||
Amount required to be prepaid, percent of excess cash flow | 50.00% | ||
Term Loan | Credit Facility 2017 | London Interbank Offered Rate (LIBOR) | |||
Line of Credit Facility [Line Items] | |||
Basis spread on variable rate, floor | 0.75% | ||
Revolving Credit Facility | Credit Facility 2017 | |||
Line of Credit Facility [Line Items] | |||
Maximum borrowing capacity | $ 100,000,000 | ||
Debt term | 5 years | ||
Amount outstanding | $ 0 | ||
Potential additional borrowing capacity | $ 75,000,000 | ||
Potential increase in borrowing capacity, pro forma leverage ratio used for calculation | 1.75 | ||
Commitment fee on undrawn amounts | 0.50% | ||
Revolving Credit Facility | Credit Facility 2017 | Minimum | |||
Line of Credit Facility [Line Items] | |||
Commitment fee on undrawn amounts | 0.375% | ||
Revolving Credit Facility | Credit Facility 2017 | Maximum | |||
Line of Credit Facility [Line Items] | |||
Commitment fee on undrawn amounts | 0.50% | ||
Revolving Credit Facility | Credit Facility 2017 | London Interbank Offered Rate (LIBOR) | |||
Line of Credit Facility [Line Items] | |||
Basis spread on variable rate, floor | 0.00% | ||
Revolving Credit Facility | Credit Facility | |||
Line of Credit Facility [Line Items] | |||
Write off of deferred debt issuance cost | $ 1,100,000 | ||
Leverage Ratio Below 1.00 | Term Loan | Credit Facility 2017 | |||
Line of Credit Facility [Line Items] | |||
Amount required to be prepaid, percent of excess cash flow | 25.00% | ||
Leverage Ratio Below 0.50 | Term Loan | Credit Facility 2017 | |||
Line of Credit Facility [Line Items] | |||
Amount required to be prepaid, percent of excess cash flow | 0.00% |
Debt - Summary of Future Debt M
Debt - Summary of Future Debt Maturities (Details) - Term Loan - Credit Facility 2017 $ in Thousands | Dec. 31, 2017USD ($) |
Debt Instrument [Line Items] | |
2,018 | $ 3,250 |
2,019 | 2,600 |
2,020 | 2,600 |
2,021 | 2,600 |
2,022 | 1,950 |
Thereafter | 246,350 |
Total repayments of debt, excluding unamortized debt issuance costs | $ 259,350 |
Commitments and Contingencies (
Commitments and Contingencies (Detail) $ in Millions | Jul. 01, 2016claimdefendant | Jun. 07, 2015plaintiff | Apr. 21, 2015plaintiff | Dec. 31, 2017USD ($) | Dec. 31, 2016USD ($) | Dec. 31, 2015USD ($) |
Loss Contingencies [Line Items] | ||||||
Rental expenses | $ 6.2 | $ 4.4 | $ 4.3 | |||
Minimum aggregate rental payments required under operating lease, 2018 | 6.8 | |||||
Minimum aggregate rental payments required under operating lease, 2019 | 5.1 | |||||
Minimum aggregate rental payments required under operating lease, 2020 | 4.3 | |||||
Minimum aggregate rental payments required under operating lease, 2021 | 2.9 | |||||
Minimum aggregate rental payments required under operating lease, 2022 | 1.8 | |||||
Thereafter | $ 3.5 | |||||
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 | |||||
Claims dismissed | claim | 4 |
Equity Transactions (Detail)
Equity Transactions (Detail) $ / shares in Units, $ in Thousands | Feb. 15, 2018USD ($)$ / shares | Feb. 01, 2018USD ($) | Feb. 01, 2017USD ($)day$ / sharesshares | Jun. 08, 2016shares | Dec. 31, 2017USD ($)$ / sharesshares | Sep. 30, 2017$ / shares | Jun. 30, 2017$ / shares | Mar. 31, 2017$ / shares | Dec. 31, 2017USD ($)$ / sharesshares | Dec. 31, 2016USD ($)$ / sharesshares | Dec. 31, 2015USD ($)$ / shares | Dec. 31, 2017USD ($)$ / sharesshares | Feb. 01, 2020$ / sharesshares | Feb. 24, 2017$ / shares |
Equity, Class of Treasury Stock [Line Items] | ||||||||||||||
Common stock authorized to be repurchased (in shares) | 4,200,000 | 4,200,000 | 4,200,000 | |||||||||||
Remaining common stock authorized for repurchase (in shares) | 883,756 | |||||||||||||
Repurchase of common shares (in shares) | 66,244 | 3,852,805 | ||||||||||||
Cost of shares repurchased | $ | $ 7,500 | $ 399,000 | ||||||||||||
Weighted average price (in $ per share) | $ / shares | $ 103.55 | |||||||||||||
Stock issued (in shares) | 1,260,169 | |||||||||||||
Cash dividends declared per common share (in $ per share) | $ / shares | $ 0.45 | $ 0.45 | $ 0.45 | $ 0.45 | $ 1.80 | $ 1.8 | $ 1.8 | |||||||
Cash dividends declared | $ | $ 13,545 | $ 13,015 | $ 16,009 | |||||||||||
Cash dividends declared per preferred share (in $ per share) | $ / shares | $ 1.8125 | $ 1.8125 | $ 1.8125 | $ 1.8125 | $ 7.25 | $ 0 | $ 0 | |||||||
Cash dividends declared. preferred | $ | $ 8,337 | |||||||||||||
Dividends payable | $ | $ 6,528 | $ 6,528 | $ 3,479 | $ 6,528 | ||||||||||
Convertible preferred stock | ||||||||||||||
Equity, Class of Treasury Stock [Line Items] | ||||||||||||||
Stock issued (in shares) | 1,150,000 | |||||||||||||
Preferred stock dividend rate | 7.25% | |||||||||||||
Preferred stock liquidation preference (in $ per share) | $ / shares | $ 100 | $ 100 | ||||||||||||
Preferred stock conversion, threshold consecutive trading days | day | 20 | |||||||||||||
Convertible preferred stock | Forecast | Minimum | ||||||||||||||
Equity, Class of Treasury Stock [Line Items] | ||||||||||||||
Preferred stock, shares issuable upon conversion (in shares) | 0.7576 | |||||||||||||
Conversion price of stock (USD per share) | $ / shares | $ 110 | |||||||||||||
Convertible preferred stock | Forecast | Maximum | ||||||||||||||
Equity, Class of Treasury Stock [Line Items] | ||||||||||||||
Preferred stock, shares issuable upon conversion (in shares) | 0.9091 | |||||||||||||
Conversion price of stock (USD per share) | $ / shares | $ 132 | |||||||||||||
Common Stock | ||||||||||||||
Equity, Class of Treasury Stock [Line Items] | ||||||||||||||
Net proceeds from stock issuance | $ | $ 111,000 | |||||||||||||
Subsequent Event | ||||||||||||||
Equity, Class of Treasury Stock [Line Items] | ||||||||||||||
Cash dividends declared per common share (in $ per share) | $ / shares | $ 0.45 | |||||||||||||
Cash dividends declared | $ | $ 4,400 | |||||||||||||
Cash dividends declared per preferred share (in $ per share) | $ / shares | $ 1.8125 | |||||||||||||
Cash dividends declared. preferred | $ | $ 2,100 | |||||||||||||
Stock Purchase Agreement | ||||||||||||||
Equity, Class of Treasury Stock [Line Items] | ||||||||||||||
Repurchase of common shares (in shares) | 1,727,746 | |||||||||||||
Cost of shares repurchased | $ | $ 161,500 | |||||||||||||
Weighted average price (in $ per share) | $ / shares | $ 93.50 | |||||||||||||
Repurchase Plan, Tender Offer | ||||||||||||||
Equity, Class of Treasury Stock [Line Items] | ||||||||||||||
Repurchase of common shares (in shares) | 556,516 | |||||||||||||
Shares repurchased, percentage of common stock outstanding | 6.70% | |||||||||||||
Public Offering | ||||||||||||||
Equity, Class of Treasury Stock [Line Items] | ||||||||||||||
Stock issued (in shares) | 1,046,500 | |||||||||||||
Proceeds received on sale of stock | $ | $ 109,500 | |||||||||||||
RidgeWorth | ||||||||||||||
Equity, Class of Treasury Stock [Line Items] | ||||||||||||||
Stock issued (in shares) | 213,669 | |||||||||||||
Additional Paid-in Capital | ||||||||||||||
Equity, Class of Treasury Stock [Line Items] | ||||||||||||||
Cash dividends declared | $ | $ 13,545 | $ 13,015 | $ 16,009 |
Accumulated Other Comprehensi66
Accumulated Other Comprehensive Income - Changes in Accumulated Other Comprehensive Income (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
AOCI Including Portion Attributable to Noncontrolling Interest, Net of Tax [Roll Forward] | |||
Balance | $ 321,673 | $ 509,457 | $ 563,352 |
Other comprehensive income (loss) | (376) | 810 | (792) |
Balance | 605,224 | 321,673 | 509,457 |
Unrealized Gains and (Losses) on Securities Available-for-Sale [Member] | |||
AOCI Including Portion Attributable to Noncontrolling Interest, Net of Tax [Roll Forward] | |||
Balance | (224) | (465) | |
Unrealized net gain (loss) on available-for-sale securities and foreign currency translation adjustments, net of tax | (388) | 241 | |
Other comprehensive income (loss) | (388) | 241 | |
Balance | (612) | (224) | (465) |
Other comprehensive income (loss) before reclassification, tax | 96 | (32) | |
Foreign Currency Translation Adjustments [Member] | |||
AOCI Including Portion Attributable to Noncontrolling Interest, Net of Tax [Roll Forward] | |||
Balance | 0 | (569) | |
Unrealized net gain (loss) on available-for-sale securities and foreign currency translation adjustments, net of tax | 12 | 569 | |
Other comprehensive income (loss) | 12 | 569 | |
Balance | 12 | 0 | $ (569) |
Other comprehensive income (loss) before reclassification, tax | $ 0 | $ (348) |
Retirement Savings Plan (Detail
Retirement Savings Plan (Detail) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Defined Benefit Plan Disclosure [Line Items] | |||
Matching contributions | $ 2.8 | $ 2.4 | $ 2.1 |
First 3.0% [Member] | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Company matching contribution percentage | 100.00% | ||
Percentage of employee's gross pay matched | 3.00% | ||
Next 2.0% [Member] | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Company matching contribution percentage | 50.00% | ||
Percentage of employee's gross pay matched | 2.00% |
Stock-Based Compensation - Addi
Stock-Based Compensation - Additional Information (Detail) $ / shares in Units, $ in Thousands | Jun. 01, 2017shares | Dec. 31, 2017USD ($)$ / sharesshares | Dec. 31, 2016USD ($)$ / sharesshares | Dec. 31, 2015USD ($)$ / sharesshares | Sep. 30, 2017USD ($) |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Common stock reserved for issuance (in shares) | shares | 2,400,000 | ||||
Common stock available for issuance (in shares) | shares | 481,948 | ||||
Stock-based compensation expense | $ 20,288 | $ 11,948 | $ 11,863 | ||
Weighted-average remaining contractual term, stock options outstanding | 1 year 2 months 24 days | 1 year 10 months 24 days | |||
Weighted-average remaining contractual term, stock options vested and exercisable | 1 year 2 months 24 days | ||||
Aggregate intrinsic value, stock options outstanding | $ 0 | ||||
Aggregate intrinsic value, stock options vested and exercisable | 10,800 | ||||
Stock options vested (in shares) | shares | 0 | ||||
Intrinsic value, stock options exercised | 2,500 | $ 1,300 | 700 | ||
Cash received from stock option exercises | 111 | $ 491 | $ 116 | ||
Restricted stock units (RSUs) [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Grant-date intrinsic value | $ 31,500 | ||||
Weighted-average grant-date fair value (in $ per share) | $ / shares | $ 108.32 | $ 80.33 | $ 134.37 | ||
Fair value of awards vested | $ 11,300 | $ 9,300 | $ 11,800 | ||
Share settlement under RSUs (in shares) | shares | 32,716 | 37,488 | 50,952 | ||
Cash used for employee withholding tax payments | $ 3,500 | $ 1,500 | $ 5,100 | ||
Unamortized stock-based compensation expense | $ 29,300 | ||||
Weighted average remaining amortization period | 1 year 6 months 24 days | 1 year 4 months 24 days | |||
Restricted stock units (RSUs), performance-based [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Awards granted (in shares) | shares | 87,458 | 33,244 | |||
Stock-based compensation expense | $ 7,300 | $ 2,800 | |||
Unamortized stock-based compensation expense | 7,600 | $ 3,300 | |||
Performance Stock Units, Incentive [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Vesting period of stock options in years | 5 years | ||||
Accelerated vesting period in years | 4 years | ||||
Performance Share Units and Restricted Stock Units, Acquisition [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Stock-based compensation expense | $ 1,500 | ||||
Restricted Stock Units and Performance Shares Units [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Unamortized stock-based compensation expense | $ 8,600 | ||||
Employee Stock Option [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Contractual life in years | 10 years | ||||
Vesting period of stock options in years | 3 years | ||||
Minimum | Restricted stock units (RSUs) [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Contractual life in years | 1 year | ||||
Maximum | Restricted stock units (RSUs) [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Contractual life in years | 3 years | ||||
RidgeWorth | Restricted stock units (RSUs) [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Awards granted (in shares) | shares | 65,561 | ||||
RidgeWorth | Performance Stock Units, Incentive [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Awards granted (in shares) | shares | 35,148 | ||||
Vesting Beginning With Year Two [Member] | Restricted stock units (RSUs) [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Vesting period of stock options in years | 4 years | ||||
Common Stock | Restricted stock units (RSUs) [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Conversion ratio | 1 |
Stock-Based Compensation - Summ
Stock-Based Compensation - Summary of Stock-Based Compensation Expense (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |||
Stock-based compensation expense | $ 20,288 | $ 11,948 | $ 11,863 |
Stock-Based Compensation - Su70
Stock-Based Compensation - Summary of Restricted Stock Units Activity (Detail) - Restricted stock units (RSUs) [Member] - $ / shares | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Number of shares | |||
Number of shares, outstanding | 302,824 | ||
Number of shares, granted | 290,630 | ||
Number of shares, forfeited | (30,450) | ||
Number of shares, settled | (79,983) | ||
Number of shares, outstanding | 483,021 | 302,824 | |
Weighted Average Grant Date Fair Value | |||
Weighted average grant date fair value, outstanding (in $ per share) | $ 111.56 | ||
Weighted average grant date fair value, granted (in $ per share) | 108.32 | $ 80.33 | $ 134.37 |
Weighted average grant date fair value, forfeited (in $ per share) | 120.08 | ||
Weighted average grant date fair value, settled (in $ per share) | 141.24 | ||
Weighted average grant date fair value, outstanding (in $ per share) | $ 104.16 | $ 111.56 |
Stock-Based Compensation - Su71
Stock-Based Compensation - Summary of Stock Option Activity (Detail) | 12 Months Ended |
Dec. 31, 2017$ / sharesshares | |
Number of shares | |
Number of shares, outstanding | shares | 137,157 |
Number of shares, granted | shares | 0 |
Number of shares, exercised | shares | (27,349) |
Number of shares, forfeited | shares | 0 |
Number of shares, outstanding | shares | 109,808 |
Number of shares, vested and exercisable | shares | 109,808 |
Weighted Average Exercise Price | |
Weighted average exercise price, outstanding (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 | 23.12 |
Weighted average exercise price, forfeited (in $ per share) | $ / shares | 0 |
Weighted average exercise price, outstanding (in $ per share) | $ / shares | 16.44 |
Weighted average exercise price, vested and exercisable (in $ per share) | $ / shares | $ 16.44 |
Restructuring and Severance (De
Restructuring and Severance (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Restructuring Cost and Reserve [Line Items] | ||
Unpaid severance and related charges | $ 5.6 | |
Unpaid severance and related charges, period of payment | 3 years | |
Employee Severance | ||
Restructuring Cost and Reserve [Line Items] | ||
Unpaid severance and related charges | $ 0.2 | |
RidgeWorth Acquisition and Middle Office Outsourcing Restructuring Plans | Employee Severance | ||
Restructuring Cost and Reserve [Line Items] | ||
Severance costs | 9.6 | $ 3.9 |
RidgeWorth Acquisition Restructuring Plan | Facility Closing | ||
Restructuring Cost and Reserve [Line Items] | ||
Restructuring costs | $ 1 | $ 0.4 |
Earnings (Loss) Per Share - Sch
Earnings (Loss) 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 | 12 Months Ended | |||||||||
Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Earnings Per Share [Abstract] | |||||||||||
Net Income (Loss) | $ 39,939 | $ 48,763 | $ 30,671 | ||||||||
Noncontrolling interests | (2,927) | (261) | 4,435 | ||||||||
Net Income (Loss) Attributable to Stockholders | 37,012 | 48,502 | 35,106 | ||||||||
Preferred stockholder dividends | (8,336) | 0 | 0 | ||||||||
Net Income (Loss) Attributable to Common Stockholders | $ 3,414 | $ 16,708 | $ (2,389) | $ 10,943 | $ 12,426 | $ 15,625 | $ 8,088 | $ 12,363 | $ 28,676 | $ 48,502 | $ 35,106 |
Shares (in thousands): | |||||||||||
Basic: Weighted-average number of shares outstanding (in shares) | 7,013 | 7,648 | 8,797 | ||||||||
Plus: Incremental shares from assumed conversion of dilutive instruments (in shares) | 234 | 174 | 163 | ||||||||
Diluted: Weighted-average number of shares outstanding (in shares) | 7,247 | 7,822 | 8,960 | ||||||||
Earnings per share—basic (in $ per share) | $ 0.48 | $ 2.32 | $ (0.34) | $ 1.67 | $ 1.94 | $ 2.04 | $ 0.99 | $ 1.48 | $ 4.09 | $ 6.34 | $ 3.99 |
Earnings per share—diluted (in $ per share) | $ 0.46 | $ 2.21 | $ (0.34) | $ 1.62 | $ 1.87 | $ 1.99 | $ 0.97 | $ 1.45 | $ 3.96 | $ 6.20 | $ 3.92 |
Earnings (Loss) Per Share - Add
Earnings (Loss) Per Share - Additional Information (Detail) - shares shares in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Anti-dilutive securities (in shares) | 897 | 8 | 2 |
Restricted stock units and stock options | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Anti-dilutive securities (in shares) | 0 | 8 | 2 |
Preferred stock | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Anti-dilutive securities (in shares) | 897 | 0 | 0 |
Concentration of Credit Risk -
Concentration of Credit Risk - Summary of Funds Provided Ten Percent or More of Total Revenues (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Virtus Emerging Markets Opportunities Fund | |||
Concentration Risk [Line Items] | |||
Investment management, administration and shareholder service fees | $ 48,826 | $ 49,085 | $ 62,329 |
Virtus Multi-Sector Short Term Bond Fund | |||
Concentration Risk [Line Items] | |||
Investment management, administration and shareholder service fees | $ 44,577 | $ 43,579 | $ 49,174 |
Sales Revenue, Services, Net | Virtus Emerging Markets Opportunities Fund | |||
Concentration Risk [Line Items] | |||
Percent of total revenues | 12.00% | 15.00% | 16.00% |
Sales Revenue, Services, Net | Virtus Multi-Sector Short Term Bond Fund | |||
Concentration Risk [Line Items] | |||
Percent of total revenues | 11.00% | 14.00% | 13.00% |
Consolidation - Condensed Conso
Consolidation - Condensed Consolidated Balance Sheets (Detail) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 |
Variable Interest Entity [Line Items] | ||||
Cash and cash equivalents | $ 233,465 | $ 82,687 | $ 97,384 | $ 203,304 |
Noncontrolling interests | (4,178) | (37,266) | $ (73,864) | $ (23,071) |
VOEs | ||||
Variable Interest Entity [Line Items] | ||||
Cash and cash equivalents | 820 | 1,859 | ||
Investments | 34,623 | 99,247 | ||
Other assets | 767 | 2,211 | ||
Notes payable | 0 | 0 | ||
Securities purchased payable and other liabilities | (1,319) | (2,310) | ||
Noncontrolling interests | (4,178) | (12,505) | ||
The Company’s net interests in consolidated investment products | 30,713 | 88,502 | ||
CLOs | ||||
Variable Interest Entity [Line Items] | ||||
Cash and cash equivalents | 82,823 | 14,449 | ||
Investments | 1,555,879 | 346,967 | ||
Other assets | 32,671 | 5,888 | ||
Notes payable | (1,457,435) | (328,761) | ||
Securities purchased payable and other liabilities | (110,871) | (12,534) | ||
Noncontrolling interests | (16,667) | 0 | ||
The Company’s net interests in consolidated investment products | 86,400 | 26,009 | ||
Other | ||||
Variable Interest Entity [Line Items] | ||||
Cash and cash equivalents | 18,489 | 2,775 | ||
Investments | 7,250 | 42,828 | ||
Other assets | 48 | 1,059 | ||
Notes payable | 0 | 0 | ||
Securities purchased payable and other liabilities | (764) | (1,799) | ||
Noncontrolling interests | 0 | (24,761) | ||
The Company’s net interests in consolidated investment products | $ 25,023 | $ 20,102 |
Consolidation - Additional Info
Consolidation - Additional Information (Detail) | 12 Months Ended | |
Dec. 31, 2017USD ($)collateralized_loan_obligation | Dec. 31, 2016USD ($) | |
CLOs | ||
Variable Interest Entity [Line Items] | ||
Number of consolidated CLOs | collateralized_loan_obligation | 4 | |
Investments | $ 1,555,879,000 | $ 346,967,000 |
CLOs | London Interbank Offered Rate (LIBOR) | ||
Variable Interest Entity [Line Items] | ||
Investments, basis spread on variable interest rate | 9.50% | |
CLOs | London Interbank Offered Rate (LIBOR) | Minimum | ||
Variable Interest Entity [Line Items] | ||
Basis spread on variable interest rate | 1.00% | |
CLOs | London Interbank Offered Rate (LIBOR) | Maximum | ||
Variable Interest Entity [Line Items] | ||
Basis spread on variable interest rate | 8.75% | |
CLOs | Senior notes | ||
Variable Interest Entity [Line Items] | ||
Unpaid principal balance exceeds fair value | $ 9,700,000 | |
CLOs | CLO senior secured floating rate notes | Senior notes | ||
Variable Interest Entity [Line Items] | ||
Debt par value | 1,500,000,000 | |
CLOs | CLO subordinated notes | ||
Variable Interest Entity [Line Items] | ||
Debt par value | 1,600,000,000 | |
CLOs | CLO subordinated notes | Subordinated debt | ||
Variable Interest Entity [Line Items] | ||
Debt par value | 139,800,000 | |
Consolidated investment products | ||
Variable Interest Entity [Line Items] | ||
Investments | 1,597,752,000 | $ 489,042,000 |
Fair value, securities, Level 2 to Level 1 transfers, amount | 0 | |
Nonconsolidated VIEs | ||
Variable Interest Entity [Line Items] | ||
Carrying value and maximum risk of loss | $ 43,200,000 |
Consolidation - Beneficial Inte
Consolidation - Beneficial Interests of Consolidated Investment Product (Detail) - CLOs $ in Thousands | Dec. 31, 2017USD ($) |
Variable Interest Entity [Line Items] | |
Subordinated notes | $ 85,066 |
Accrued investment management fees | 1,334 |
Total Beneficial Interests | $ 86,400 |
Consolidation - Revenue and Exp
Consolidation - Revenue and Expenses of Consolidated Investment Product (Detail) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Income: | |||||||||||
Total revenues | $ 128,024 | $ 123,675 | $ 94,132 | $ 79,776 | $ 79,850 | $ 82,324 | $ 80,085 | $ 80,295 | $ 425,607 | $ 322,554 | $ 381,977 |
Expenses: | |||||||||||
Net Income (Loss) Attributable to Common Stockholders | $ 3,414 | $ 16,708 | $ (2,389) | $ 10,943 | $ 12,426 | $ 15,625 | $ 8,088 | $ 12,363 | 28,676 | $ 48,502 | $ 35,106 |
CLOs | |||||||||||
Income: | |||||||||||
Realized and unrealized gain (loss), net | 7,270 | ||||||||||
Interest Income | 45,526 | ||||||||||
Other income | 1,552 | ||||||||||
Total revenues | 54,348 | ||||||||||
Expenses: | |||||||||||
Other operating expenses | 6,684 | ||||||||||
Interest expense | 35,243 | ||||||||||
Total Expense | 41,927 | ||||||||||
Noncontrolling interest | (1,507) | ||||||||||
Net Income (Loss) Attributable to Common Stockholders | $ 10,914 |
Consolidation - Economic Intere
Consolidation - Economic Interests of Consolidated Investment Product (Detail) - CLOs $ in Thousands | 12 Months Ended |
Dec. 31, 2017USD ($) | |
Variable Interest Entity [Line Items] | |
Distributions received and unrealized gains on the subordinated notes held by the Company | $ 7 |
Investment management fees | 4 |
Total Economic Interests | $ 11 |
Consolidation - Summary of Asse
Consolidation - Summary of Assets and Liabilities Measured at Fair Value on Recurring Basis (Detail) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Assets | ||
Cash equivalents | $ 72,993 | $ 48,620 |
Total assets measured at fair value | 169,462 | 129,335 |
Level 1 | ||
Assets | ||
Cash equivalents | 72,993 | 48,620 |
Total assets measured at fair value | 146,123 | 129,335 |
Level 2 | ||
Assets | ||
Cash equivalents | 0 | 0 |
Total assets measured at fair value | 18,900 | 0 |
Level 3 | ||
Assets | ||
Cash equivalents | 0 | 0 |
Total assets measured at fair value | 4,439 | 0 |
Consolidated investment products | Fair Value, Measurements, Recurring | ||
Assets | ||
Cash equivalents | 82,769 | 14,449 |
Derivatives | 4 | |
Total assets measured at fair value | 1,680,521 | 503,495 |
Liabilities | ||
Notes payable | 1,457,435 | 328,761 |
Derivatives | 2 | 300 |
Short sales | 719 | 649 |
Total liabilities measured at fair value | 1,458,156 | 329,710 |
Consolidated investment products | Fair Value, Measurements, Recurring | Debt investments | ||
Assets | ||
Investments and bank loans | 1,561,732 | 448,564 |
Consolidated investment products | Fair Value, Measurements, Recurring | Equity securities | ||
Assets | ||
Investments and bank loans | 36,020 | 40,478 |
Consolidated investment products | Fair Value, Measurements, Recurring | Level 1 | ||
Assets | ||
Cash equivalents | 82,769 | 14,449 |
Derivatives | 4 | |
Total assets measured at fair value | 117,895 | 54,723 |
Liabilities | ||
Notes payable | 0 | 0 |
Derivatives | 2 | 3 |
Short sales | 719 | 649 |
Total liabilities measured at fair value | 721 | 652 |
Consolidated investment products | Fair Value, Measurements, Recurring | Level 1 | Debt investments | ||
Assets | ||
Investments and bank loans | 0 | 0 |
Consolidated investment products | Fair Value, Measurements, Recurring | Level 1 | Equity securities | ||
Assets | ||
Investments and bank loans | 35,126 | 40,270 |
Consolidated investment products | Fair Value, Measurements, Recurring | Level 2 | ||
Assets | ||
Cash equivalents | 0 | 0 |
Derivatives | 0 | |
Total assets measured at fair value | 1,527,845 | 448,685 |
Liabilities | ||
Notes payable | 1,457,435 | 328,761 |
Derivatives | 0 | 235 |
Short sales | 0 | 0 |
Total liabilities measured at fair value | 1,457,435 | 328,996 |
Consolidated investment products | Fair Value, Measurements, Recurring | Level 2 | Debt investments | ||
Assets | ||
Investments and bank loans | 1,527,845 | 448,477 |
Consolidated investment products | Fair Value, Measurements, Recurring | Level 2 | Equity securities | ||
Assets | ||
Investments and bank loans | 0 | 208 |
Consolidated investment products | Fair Value, Measurements, Recurring | Level 3 | ||
Assets | ||
Cash equivalents | 0 | 0 |
Derivatives | 0 | |
Total assets measured at fair value | 34,781 | 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 and bank loans | 33,887 | 87 |
Consolidated investment products | Fair Value, Measurements, Recurring | Level 3 | Equity securities | ||
Assets | ||
Investments and bank loans | $ 894 | $ 0 |
Consolidation - Assets Related
Consolidation - Assets Related to Consolidated Sponsored Investment Products, Unobservable Input Reconciliation (Detail) - Consolidated investment products - Debt investments - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Balance at beginning of period | $ 25 | $ 1,397 |
Purchases | 3,174 | 174 |
Sales | (3,357) | (1,472) |
Paydowns | 0 | (5) |
Amortization | 9 | 0 |
Change in unrealized gains (losses), net | 434 | 348 |
Realized gains (loss), net | (49) | (355) |
Acquired in business combination | 9,151 | 0 |
Transfers to Level 2 | (35,258) | 0 |
Transfers from Level 2 | 60,652 | (62) |
Balance at end of period | $ 34,781 | $ 25 |
Subsequent Events (Details)
Subsequent Events (Details) | Jun. 30, 2018USD ($) | Feb. 15, 2018USD ($)$ / shares | Feb. 01, 2017 | Dec. 31, 2017$ / shares | Sep. 30, 2017$ / shares | Jun. 30, 2017$ / shares | Mar. 31, 2017$ / shares | Dec. 31, 2017$ / shares | Dec. 31, 2016$ / shares | Dec. 31, 2015$ / shares | Jun. 01, 2017USD ($) |
Subsequent Event [Line Items] | |||||||||||
Cash dividends declared per common share (in $ per share) | $ / shares | $ 0.45 | $ 0.45 | $ 0.45 | $ 0.45 | $ 1.80 | $ 1.8 | $ 1.8 | ||||
Cash dividends declared per preferred share (in $ per share) | $ / shares | $ 1.8125 | $ 1.8125 | $ 1.8125 | $ 1.8125 | $ 7.25 | $ 0 | $ 0 | ||||
Subsequent Event | |||||||||||
Subsequent Event [Line Items] | |||||||||||
Cash dividends declared per common share (in $ per share) | $ / shares | $ 0.45 | ||||||||||
Cash dividends declared per preferred share (in $ per share) | $ / shares | $ 1.8125 | ||||||||||
Term Loan | Additional Term Loan 2018 | Subsequent Event | |||||||||||
Subsequent Event [Line Items] | |||||||||||
Maximum borrowing capacity | $ 105,000,000 | ||||||||||
Covenant terms, leverage ratio | 2.5 | ||||||||||
Covenant terms, amount drawn down | $ 30,000,000 | ||||||||||
Term Loan | Credit Facility 2017 | |||||||||||
Subsequent Event [Line Items] | |||||||||||
Maximum borrowing capacity | $ 260,000,000 | ||||||||||
Revolving Credit Facility | Credit Facility 2017 | |||||||||||
Subsequent Event [Line Items] | |||||||||||
Maximum borrowing capacity | $ 100,000,000 | ||||||||||
Convertible preferred stock | |||||||||||
Subsequent Event [Line Items] | |||||||||||
Preferred stock dividend rate | 7.25% | ||||||||||
Forecast | |||||||||||
Subsequent Event [Line Items] | |||||||||||
Purchase price, cash | $ 129,500,000 | ||||||||||
London Interbank Offered Rate (LIBOR) | Credit Facility 2017 | |||||||||||
Subsequent Event [Line Items] | |||||||||||
Basis spread on variable interest rate | 3.75% | ||||||||||
London Interbank Offered Rate (LIBOR) | Credit Facility 2017 | Subsequent Event | |||||||||||
Subsequent Event [Line Items] | |||||||||||
Reduction in rate | 1.25% | ||||||||||
Basis spread on variable interest rate | 2.50% | ||||||||||
Minimum | London Interbank Offered Rate (LIBOR) | Credit Facility 2017 | |||||||||||
Subsequent Event [Line Items] | |||||||||||
Basis spread on variable interest rate | 3.50% | ||||||||||
Minimum | London Interbank Offered Rate (LIBOR) | Credit Facility 2017 | Subsequent Event | |||||||||||
Subsequent Event [Line Items] | |||||||||||
Basis spread on variable interest rate | 2.25% | ||||||||||
Maximum | London Interbank Offered Rate (LIBOR) | Credit Facility 2017 | |||||||||||
Subsequent Event [Line Items] | |||||||||||
Basis spread on variable interest rate | 3.75% | ||||||||||
Maximum | London Interbank Offered Rate (LIBOR) | Credit Facility 2017 | Subsequent Event | |||||||||||
Subsequent Event [Line Items] | |||||||||||
Basis spread on variable interest rate | 2.50% |
Selected Quarterly Data (Unau84
Selected Quarterly Data (Unaudited) - Summary of Selected Quarterly Data (Detail) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Quarterly Financial Information Disclosure [Abstract] | |||||||||||
Revenues | $ 128,024 | $ 123,675 | $ 94,132 | $ 79,776 | $ 79,850 | $ 82,324 | $ 80,085 | $ 80,295 | $ 425,607 | $ 322,554 | $ 381,977 |
Operating Income (Loss) | 28,015 | 16,789 | 3,184 | 10,047 | 12,783 | 16,538 | 8,743 | 12,750 | 58,035 | 50,814 | 80,378 |
Net Income (Loss) Attributable to Common Stockholders | $ 3,414 | $ 16,708 | $ (2,389) | $ 10,943 | $ 12,426 | $ 15,625 | $ 8,088 | $ 12,363 | $ 28,676 | $ 48,502 | $ 35,106 |
Earnings (loss) per share—Basic (in $ per share) | $ 0.48 | $ 2.32 | $ (0.34) | $ 1.67 | $ 1.94 | $ 2.04 | $ 0.99 | $ 1.48 | $ 4.09 | $ 6.34 | $ 3.99 |
Earnings (loss) per share—Diluted (in $ per share) | $ 0.46 | $ 2.21 | $ (0.34) | $ 1.62 | $ 1.87 | $ 1.99 | $ 0.97 | $ 1.45 | $ 3.96 | $ 6.20 | $ 3.92 |