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Acquisitions | 12 Months Ended
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Dec. 31, 2020
Business Combinations [Abstract] |
Acquisitions | NOTE 3 – Acquisitions GMP Capital Inc. On December 6, 2019, the Company completed the acquisition of substantially all of the capital markets business of GMP Capital Inc. (“GMP”), an independent investment banking franchise based in Canada that offers investment banking services, including equity capital-raising, mergers and acquisitions, institutional sales and trading, and research services to corporate clients and institutional investors. The acquisition was funded with cash from operations. The acquisition was accounted for under the acquisition method of accounting in accordance with ASC 805 (“ASC Topic 805”), “Business Combinations.” Accordingly, goodwill was measured as the excess of the acquisition-date fair value of the consideration transferred over the amount of acquisition-date identifiable assets acquired net of assumed liabilities. We recorded $20.0 million of goodwill in the consolidated statement of financial condition, which has been allocated to our company’s Institutional Group segment. Identifiable intangible assets purchased by our company consisted of customer relationships, non-compete agreements, and tradename with an acquisition-date fair value of $10.7 million. The goodwill represents the value expected from the synergies created through the operational enhancement benefits that will result from the integration of the GMP business and its expertise in the investment banking business. Goodwill is expected to be deductible for federal income tax purposes. Pro forma information is not presented because the acquisition is not considered to be material, as defined by the SEC. The results of operations of GMP have been included in our results prospectively from the date of acquisition. MainFirst On November 1, 2019, the Company completed the acquisition of MainFirst Bank AG (“MainFirst”), an investment bank that offers equity brokerage and equity capital markets services to institutions and corporations in key European markets. The acquisition was funded with cash from operations. The acquisition was accounted for under the acquisition method of accounting in accordance with ASC 805 (“ASC Topic 805”), “Business Combinations.” Accordingly, goodwill was measured as the excess of the acquisition-date fair value of the consideration transferred over the amount of acquisition-date identifiable assets acquired net of assumed liabilities. We recorded $15.7 million of goodwill in the consolidated statement of financial condition, which has been allocated to our company’s Institutional Group segment. Identifiable intangible assets purchased by our company consisted of tradename, non-compete agreements, and customer relationships with an acquisition-date fair value of $0.8 million. The goodwill represents the value expected from the synergies created through the operational enhancement benefits that will result from the integration of the MainFirst business. Goodwill will not be deductible for federal income tax purposes. Pro forma information is not presented because the acquisition is not considered to be material, as defined by the SEC. The results of operations of MainFirst have been included in our results prospectively from the date of acquisition. George K. Baum & Company On September 27, 2019, the Company completed the acquisition of certain assets of George K. Baum & Company (“GKB”), a privately held investment banking firm focused on public finance and taxable fixed income sales and trading. The acquisition was funded with cash from operations. The acquisition was accounted for under the acquisition method of accounting in accordance with ASC 805 (“ASC Topic 805”), “Business Combinations.” Accordingly, goodwill was measured as the excess of the acquisition-date fair value of the consideration transferred over the amount of acquisition-date identifiable assets acquired net of assumed liabilities. We recorded $33.3 million of goodwill in the consolidated statement of financial condition, which has been allocated to our company’s Institutional Group segment. Identifiable intangible assets purchased by our company consisted of non-compete agreements and customer relationships with an acquisition-date fair value of $15.2 million. The goodwill represents the value expected from the synergies created through the operational enhancement benefits that will result from the integration of the GKB business and its expertise in the investment banking business. Goodwill is expected to be deductible for federal income tax purposes. Pro forma information is not presented because the acquisition is not considered to be material, as defined by the SEC. The results of operations of GKB have been included in our results prospectively from the date of acquisition. B&F Capital Markets, Inc. On September 3, 2019, the Company completed the acquisition of B&F Capital Markets, Inc. (“B&F”), a privately held firm focused on providing regional and community banks throughout the United States with interest rate derivative programs through a combination of experienced professionals and proprietary software. The acquisition was funded with cash from operations. The acquisition was accounted for under the acquisition method of accounting in accordance with ASC 805 (“ASC Topic 805”), “Business Combinations.” Accordingly, goodwill was measured as the excess of the acquisition-date fair value of the consideration transferred over the amount of acquisition-date identifiable assets acquired net of assumed liabilities. We recorded $23.0 million of goodwill in the consolidated statement of financial condition, which has been allocated to our company’s Institutional Group segment. Identifiable intangible assets purchased by our company consisted of tradename, non-compete agreements, and customer relationships with an acquisition-date fair value of $18.6 million. The goodwill represents the value expected from the synergies created through the operational enhancement benefits that will result from the integration of the B&F business and its expertise in the interest rate derivate business. Goodwill is expected to be deductible for federal income tax purposes. We recognized a liability for estimated earn-out payments. These payments will be based on the performance of B&F over a five-year period. The liability for earn-out payments was $16.0 million and $20.1 million at December 31, 2020 and 2019, respectively. The contingent consideration accrual is included in accounts payable and accrued expenses in the consolidated statements of financial condition. Pro forma information is not presented because the acquisition is not considered to be material, as defined by the SEC. The results of operations of B&F have been included in our results prospectively from the date of acquisition. Mooreland Partners On July 1, 2019, the Company completed the acquisition of Mooreland Partners (“Mooreland”), an independent M&A and private capital advisory firm serving the global technology industry. The acquisition was funded with cash from operations. The acquisition was accounted for under the acquisition method of accounting in accordance with ASC 805 (“ASC Topic 805”), “Business Combinations.” Accordingly, goodwill was measured as the excess of the acquisition-date fair value of the consideration transferred over the amount of acquisition-date identifiable assets acquired net of assumed liabilities. We recorded $45.8 million of goodwill in the consolidated statement of financial condition, which has been allocated to our company’s Institutional Group segment. Identifiable intangible assets purchased by our company consisted of non-compete agreements and backlog with an acquisition-date fair value of $5.1 million. The goodwill represents the value expected from the synergies created through the operational enhancement benefits that will result from the integration of the Mooreland business and its expertise in the investment banking business. Goodwill is expected to be deductible for federal income tax purposes. We recognized a liability for estimated earn-out payments. These payments will be based on the performance of Mooreland over a three-year period. The liability for earn-out payments was $13.0 million and $18.4 million at December 31, 2020 and 2019, respectively. The contingent consideration accrual is included in accounts payable and accrued expenses in the consolidated statements of financial condition. Pro forma information is not presented because the acquisition is not considered to be material, as defined by the SEC. The results of operations of Mooreland have been included in our results prospectively from the date of acquisition. First Empire On January 2, 2019, the Company completed the acquisition of First Empire Holding Corp. (“First Empire”) and its subsidiaries, including First Empire Securities, Inc., an institutional broker-dealer specializing in the fixed income markets. The acquisition was funded with cash from operations. The acquisition was accounted for under the acquisition method of accounting in accordance with ASC 805 (“ASC Topic 805”), “Business Combinations.” Accordingly, goodwill was measured as the excess of the acquisition-date fair value of the consideration transferred over the amount of acquisition-date identifiable assets acquired net of assumed liabilities. We recorded $14.9 million of goodwill in the consolidated statement of financial condition, which has been allocated to our company’s Institutional Group segment. Identifiable intangible assets purchased by our company consisted of tradename and customer relationships with an acquisition-date fair value of $7.8 million. The goodwill represents the value expected from the synergies created through the operational enhancement benefits that will result from the integration of the First Empire business and its expertise in the investment banking business. Goodwill is expected to be deductible for federal income tax purposes. Pro forma information is not presented because the acquisition is not considered to be material, as defined by the SEC. The results of operations of First Empire have been included in our results prospectively from the date of acquisition.

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- Definition The entire disclosure for a business combination (or series of individually immaterial business combinations) completed during the period, including background, timing, and recognized assets and liabilities. The disclosure may include leverage buyout transactions (as applicable). + References Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Publisher FASB -Name Accounting Standards Codification -Topic 805 -URI http://asc.fasb.org/topic&trid=2303972 + Details
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