Acquisitions (Tables)
|
12 Months Ended |
Dec. 31, 2015 |
|---|
| 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 |
|
The Company conducted a valuation study to determine the acquisition-date fair value of assets acquired and liabilities assumed and related allocation of purchase price of SSN. The following table summarizes the fair value of assets acquired and liabilities assumed at the acquisition date:
|
|
|
|
|
|
Cash |
$ |
8,081 |
|
|
Securities owned, at fair value |
158 |
|
|
Receivables from clearing broker |
630 |
|
|
Other receivables, net |
11,711 |
|
(2) |
Fixed assets, net |
57 |
|
|
Notes receivable |
225 |
|
|
Identifiable intangible assets |
30,901 |
|
|
Goodwill |
9,282 |
|
(1) |
Other assets |
714 |
|
|
Total assets acquired |
61,759 |
|
|
Commissions and fees payable |
12,562 |
|
(2) |
Deferred income |
44 |
|
|
Accounts payable and accrued liabilities |
1,866 |
|
(1) |
Total liabilities assumed |
14,472 |
|
|
Total purchase price |
$ |
47,287 |
|
|
(1) Increased by $484 from amounts originally reported.
The following table summarizes the fair value of assets acquired and liabilities assumed at the date of acquisition:
|
|
|
|
|
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:
|
|
|
|
|
|
|
|
|
|
|
Estimated Useful Life |
(years) |
Relationships with financial advisors |
$ |
9,192 |
|
|
|
20 |
Trade names |
1,112 |
|
|
|
9 |
Non-compete agreements |
555 |
|
|
|
5 |
Total identifiable intangible assets |
$ |
10,859 |
|
|
|
|
Identifiable intangible assets as of the acquisition date consist of:
|
|
|
|
|
|
|
|
|
|
|
Estimated Useful Life |
(years) |
Relationships with financial advisors |
$ |
26,654 |
|
|
|
20 |
Technology |
2,080 |
|
|
|
12.5 |
Trade name |
1,756 |
|
|
|
9 |
Non-compete agreements |
411 |
|
|
|
3 |
Total identifiable intangible assets |
$ |
30,901 |
|
|
|
|
Identifiable intangible assets as of the acquisition date consist of:
|
|
|
|
|
|
|
|
|
|
|
Estimated 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 |
|
|
|
|
|
| Unaudited Pro Forma Information Represents Consolidated Results of Operations |
he 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 and as if the acquisition of SSN had occured at the beginning of 2014. 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 on the date of acquisition and interest expense on notes issued in the KMS and SSN acquisitions. Also, $21,238 of non-recurring income tax benefit resulting from the acquisitions of Highland and KMS has been excluded from the pro forma results in 2014.
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|
Year Ended December 31, |
|
|
2014 |
|
2013 |
Revenue |
|
$ |
1,130,420 |
|
|
$ |
936,785 |
|
Net income (loss) |
|
12,754 |
|
|
(5,475 |
) |
Net loss available to common shareholders |
|
(4,409 |
) |
|
(12,386 |
) |
Basic and diluted net loss per share available to common shareholders |
|
(0.02 |
) |
|
(0.07 |
) |
Weighted average common shares outstanding: |
|
|
|
|
Basic and diluted (a)
|
|
185,370,262 |
|
|
186,277,160 |
|
(a) Includes 3,981,684 shares of Company common stock issued in connection with the acquisitions of Highland and KMS.
|
| Schedule of Accounts Payable and Accrued Liabilities |
Set forth below are changes in the carrying value of contingent consideration related to acquisitions, which is included in accounts payable and accrued liabilities:
|
|
|
|
|
|
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 |
|
Payments |
|
(1,945 |
) |
Change in fair value of contingent consideration |
|
(55 |
) |
Fair value of contingent consideration in connection with 2015 acquisitions |
|
1,601 |
|
Fair value of contingent consideration as of December 31, 2015 |
|
$ |
2,813 |
|
|