Annual report pursuant to Section 13 and 15(d)

Acquisitions (Tables)

v3.6.0.2
Acquisitions (Tables)
12 Months Ended
Dec. 31, 2016
Business Combinations [Abstract]  
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.