| Schedule of Business Acquisition |
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 |
|
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.
(2) Increased by $9,100 from amounts originally reported.
|
| Schedule of Indefinite-lived Intangible Assets Acquired |
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 |
|
|
|
|
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) |
Relationships with financial advisors |
$ |
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, Highland and KMS had occurred 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.
|
|
|
|
|
|
|
|
|
Year Ended December 31, |
|
|
2014 |
|
Revenue |
|
$ |
1,130,420 |
|
|
Net income |
|
12,754 |
|
|
Net loss available to common shareholders |
|
(4,409 |
) |
|
Basic and diluted net loss per share available to common shareholders |
|
(0.02 |
) |
|
Weighted average common shares outstanding: |
|
|
|
Basic and diluted (1)
|
|
185,370,262 |
|
|
(1) Includes 3,981,684 shares of Company common stock issued in connection with the acquisitions of Highland and KMS.
|