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Business Combinations and Acquisitions
 12 Months Ended
Dec. 31, 2016
Business Combinations [Abstract]  
Business Combinations and Acquisitions

15. Business Combinations and Acquisitions

GreenHaven Acquisition (allocated to the Company’s U.S. Business reporting unit)

Effective January 1, 2016, the Company acquired the outstanding membership interest in each of GreenHaven Commodity Services, LLC, the managing owner of the GreenHaven Continuous Commodity Index Fund (“Commodities ETF”), and GreenHaven Coal Services, LLC, the sponsor of the GreenHaven Coal Fund (“Coal ETF”), from GreenHaven, LLC and GreenHaven Group LLC, respectively, for $11,825 in cash. As part of the acquisition, the Company recognized an intangible asset related to its customary advisory agreement with the Commodities ETF of $9,953 and goodwill of $1,799 (which primarily represents potential future performance of the funds), both of which are deductible for tax purposes.

The following table summarizes the purchase price allocation:

 

Fair value acquired:

   

Assets

    $ 205  

Goodwill

      1,799  

Intangible asset

      9,953  
  

 

 

  

Total assets acquired

    $ 11,957  

Less: Liabilities

      (132 ) 
  

 

 

  

Total

    $ 11,825  
  

 

 

  

 

The Company closed the Coal ETF on September 29, 2016.

Boost Acquisition (allocated to the Company’s “European Business” reporting unit)

In April 2014, the Company acquired a 75% majority stake in its European business (formerly Boost), with an obligation to buy out the remaining minority interest on or about March 31, 2018. No consideration was transferred on the acquisition date. The acquisition of the remaining minority interest was to be calculated using a predefined formula based on the 180-day average of European AUM at December 31, 2017 and was to be tied to the Company’s enterprise value over the 180-day average of global AUM at December 31, 2017, and affected by the operating results of the European business. This obligation was measured at fair value each reporting period and any change in the carrying amount was recognized as an expense, included within acquisition payment expense on the Company’s Consolidated Statement of Operations.

Because the Company was required to redeem the remaining 25% interest using a predefined formula, under U.S. GAAP, the Company did not record this interest as a non-controlling interest.

The minority shareholders, who remained employed with the Company, were guaranteed a minimum payment of $1,757 for their interest if they terminate their employment without good reason or they are terminated for cause prior to December 31, 2017. The Company determined that this minimum payment represented consideration transferred and was recognized and measured at acquisition-date fair value. The acquisition gave rise to goodwill of $1,676 which represented the excess of the consideration transferred over the $81 fair value of the net assets acquired, consisting primarily of accounts receivable, accounts payable and fixed assets (See Note 16). The goodwill is not tax deductible.

Any future payments made in connection with this acquisition was accounted for separately from the business combination and represents compensation for post-acquisition services. For the year ended December 31, 2015, the Company recorded $997 of compensation expense and $1,188 of interest expense reflected within acquisition payment expense on the Company’s Consolidated Statements of Operations.

In May 2016, the Company accelerated the buyout and completed the purchase of the remaining minority interest. Acquisition payment expense recorded during the year ended December 31, 2016 was $6,738, of which $5,993 was recognized during the three months ended June 30, 2016 as a result of the acceleration of the buyout.

Amounts payable in connection with this acquisition at December 31, 2016 and 2015 were $3,537 and $3,942, respectively.