|
Acquisitions (Tables)
|
12 Months Ended |
|
Dec. 31, 2014
|
| Business Combinations [Abstract] |
|
| Schedule of Business Acquisition |
The following table summarizes the fair value of assets acquired and liabilities assumed at the date of aquisition:
|
|
|
|
|
Cash |
$ |
6,708 |
|
Securities owned, at fair value |
599 |
|
Receivables from clearing broker |
1,462 |
|
Other receivables, net |
2,101 |
|
Fixed assets, net |
192 |
|
Restricted assets |
150 |
|
Identifiable intangible assets |
10,859 |
|
Goodwill |
13,269 |
|
Other assets |
4,504 |
|
Total assets acquired |
39,844 |
|
Accrued compensation |
(826 |
) |
Commissions and fees payable |
(2,772 |
) |
Deferred compensation liability |
(587 |
) |
Notes payable |
(600 |
) |
Accounts payable and accrued liabilities |
(6,516 |
) |
Deferred taxes payable |
(3,983 |
) |
Total liabilities assumed |
(15,284 |
) |
Total purchase price |
$ |
24,560 |
|
|
|
|
|
|
Cash |
$ |
260 |
|
Receivables |
6,070 |
|
Identifiable intangible assets |
45,587 |
|
Goodwill |
11,515 |
|
Other assets |
2,450 |
|
Total assets acquired |
65,882 |
|
Commissions and fees payable |
(1,450 |
) |
Notes payable-current |
(21,834 |
) |
Notes payable-long term |
(7,000 |
) |
Accounts payable and accrued liabilities |
(6,777 |
) |
Deferred taxes payable, net |
(17,255 |
) |
Total liabilities assumed |
(54,316 |
) |
Total purchase price |
$ |
11,566 |
|
|
| Schedule of Indefinite-lived Intangible Assets Acquired |
Identifiable intangible assets as of the acquisition date consist of:
|
|
|
|
|
|
|
|
|
|
|
Useful Life |
(years) |
Technology |
$ |
949 |
|
|
|
4 |
Renewals revenue |
|
39,503 |
|
|
|
8 |
Trade names |
|
2,864 |
|
|
|
9 |
Non-solicitation agreement |
|
2,271 |
|
|
|
3 |
Total identifiable intangible assets |
$ |
45,587 |
|
|
|
|
|
|
|
|
|
|
Identifiable intangible assets as of the acquisition date consist of:
|
|
|
|
|
|
|
|
|
|
|
Useful Life |
(years) |
Representative relationships |
$ |
9,192 |
|
|
|
20 |
Trade names |
|
1,112 |
|
|
|
9 |
Non-compete agreements |
|
555 |
|
|
|
5 |
Total identifiable intangible assets |
$ |
10,859 |
|
|
|
|
|
| Unaudited Pro Forma Information Represents Consolidated Results of Operations |
The following unaudited pro forma information represents the Company’s consolidated results of operations as if the acquisitions of KMS and Highland had occurred at the beginning of 2013. The pro forma net loss reflects amortization of the amounts ascribed to identifiable intangible assets acquired in the acquisitions, elimination of Highland's interest expense related to notes repaid at the date of acquisition and interest expense on notes issued in the KMS aquisition. In addition, $21,238 of non-recurring income tax benefit resulting from the acquisitions has been eliminated from the pro forma results (Note 11).
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Year Ended December 31, |
|
|
2014
|
|
2013 |
|
Revenue |
$ |
1,022,122 |
|
|
$ |
936,785 |
|
|
Net income (loss) |
$ |
8,161 |
|
|
$ |
(5,475 |
) |
|
Net loss available to common shareholders |
$ |
(9,083 |
) |
|
$ |
(12,386 |
) |
|
Basic and diluted loss per share available to common shareholders |
$ |
(0.05 |
) |
|
$ |
(0.07 |
) |
|
Weighted average common shares outstanding: |
|
|
|
|
Basic and diluted |
185,370,262 |
|
(a) |
186,277,160 |
|
(a) |
(a) Includes 3,981,684 shares issued in connection with the acquisitions.
|
| Schedule of Accounts Payable and Accrued Liabilities |
Set forth below are changes in the carrying value of contingent consideration related to acquisitions included in accounts payable and accrued liabilities:
|
|
|
|
|
Fair value of contingent consideration as of December 31, 2011 |
$ |
7,111 |
|
Change in fair value of contingent consideration related to 2011 acquisition |
(7,111 |
) |
Fair value of contingent consideration in connection with 2012 acquisition |
812 |
|
Fair value of contingent consideration as of December 31, 2012 |
812 |
|
Payments |
(344 |
) |
Change in fair value of contingent consideration |
121 |
|
Fair value of contingent consideration as of December 31, 2013 |
589 |
|
Payments |
(124 |
) |
Change in fair value of contingent consideration |
(12 |
) |
Fair value of contingent consideration in connection with 2014 acquisition |
2,759 |
|
Fair value of contingent consideration as of December 31, 2014 |
$ |
3,212 |
|
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