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Business Combinations | 12 Months Ended
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Dec. 31, 2017
Business Combinations [Abstract] |
Business Combinations | Business Combinations The Company acquired RidgeWorth Investments (the "Acquisition" or the "Acquired Business"), a multi-boutique asset manager with approximately $40.1 billion in assets under management, including $35.7 billion in long term assets under management and $4.4 billion in liquidity strategies on June 1, 2017. The Acquisition significantly increased assets under management, expanded the number of affiliated managers and provided a wider range of strategies for institutional and individual investors and broader distribution and client service resources. The total purchase price of the Acquisition was $547.1 million, comprising $485.2 million for the business and $61.9 million for certain balance sheet investments. At the closing, the Company paid $471.4 million in cash, issued 213,669 shares of common stock with a value of $21.7 million based on a stock price of $101.76 and recorded $51.7 million in contingent consideration and $2.3 million in deferred cash consideration. The conditions for the $51.7 million of contingent consideration were met and the Company paid this amount during the fourth quarter of 2017. The Company accounted for the acquisition in accordance with ASC 805, Business Combinations. Accordingly, the purchase price was allocated to the assets acquired and liabilities assumed based upon their estimated fair values at the date of the Acquisition. Given the timing of this transaction and complexity of the purchase accounting, the Company's estimate of the fair value adjustment specific to the acquired intangible assets and final tax positions is preliminary. The Company intends to finalize the accounting for these items as soon as reasonably possible. The Company may adjust the preliminary purchase price allocation, as necessary, during the measurement period of up to one year after the closing date as it obtains more information as to facts and circumstances existing as of the acquisition date. During the seven months ended December 31, 2017, the Company recorded measurement period adjustments of $1.0 million to increase deferred tax assets, with a corresponding reduction to goodwill as a result of the finalization of certain tax analyses, as well other immaterial adjustments to the assets and liabilities and noncontrolling interests of the consolidated investment products which had no impact on goodwill or any intangible assets. The excess purchase price over the estimated fair values of assets acquired and liabilities and non-controlling interests assumed of $163.4 million was recorded as goodwill, all of which will be deductible for tax purposes over 15 years. In addition, $6.4 million in acquisition costs will be included as goodwill for tax purposes and also deducted over 15 years. The following table summarizes the initial estimate of amounts of identified acquired assets and liabilities assumed as of the acquisition date:
| June 1, 2017
($ in thousands) |
Assets: |
Cash and cash equivalents | $ | 39,343 |
Investments | 5,516 |
Accounts receivable | 20,311 |
Assets of consolidated investment products ("CIP") |
Cash and cash equivalents of CIP | 38,261 |
Investments of CIP | 899,274 |
Other assets of CIP | 19,158 |
Furniture, equipment and leasehold improvements | 5,505 |
Intangible assets | 275,700 |
Goodwill | 163,365 |
Deferred taxes, net | 6,590 |
Other assets | 3,003 |
Total Assets | 1,476,026 |
Liabilities: |
Accrued compensation and benefits | 18,263 |
Accounts payable and accrued liabilities | 11,858 |
Other liabilities | 2,601 |
Liabilities of CIP |
Notes payable of CIP | 770,160 |
Securities purchased payable and other liabilities of CIP | 109,881 |
Noncontrolling Interests of CIP | 16,181 |
Total Liabilities & Noncontrolling Interests | 928,944 |
Total Net Assets Acquired | $ | 547,082 |
Identifiable Intangible Assets Acquired In connection with the allocation of the purchase price, we identified the following intangible assets:
| June 1, 2017
| Approximate Fair Value |  | Weighted Average of Useful Life
($ in thousands) |  |  |
Definite-lived intangible assets: |  |  |
Mutual fund investment contracts | $ | 189,200 |  |  | 16.0 years
Institutional and retail separate account investment contracts | 77,000 |  |  | 10.4 years
Trademarks/Trade names | 800 |  |  | 10.0 years
Total finite-lived intangible assets | 267,000 |  |  |
Indefinite-lived intangible assets: |  |  |
Trade names | 8,700 |  |  | N/A
Total identifiable intangible assets | $ | 275,700 |  |  |
Acquired Business For the twelve months ended December 31, 2017, the Company incurred $26.3 million in transaction and integration costs associated with the Acquisition, comprising $10.2 million in severance and restructuring charges, $9.7 million of other operating expenses, and $6.4 million in employment expenses. Immediately following the acquisition date, the Company commenced the integration of the Acquired Business into the Company's operations. The integration was largely complete as of September 30, 2017; as such, accurate segregated expense information for (and therefore earnings generated by) the Acquired Business for periods subsequent to September 30, 2017 is no longer determinable. Revenues associated with the Acquired Business, which can be separately identified, from the closing date of June 1 through December 31, 2017 were $77.1 million. The following Unaudited Pro Forma Consolidated Results of Operations are provided for illustrative purposes only and assume that the acquisition occurred on January 1, 2016. The unaudited pro forma information also reflects adjustment for transaction and integration expenses as if the transaction had been consummated on January 1, 2016. The unaudited pro forma financial information does not reflect any adjustment to the timing of any synergies or other costs savings realized. This unaudited information should not be relied upon as being indicative of historical results that would have been obtained if the acquisition had occurred on that date, nor of the results that may be obtained in the future.
| Years Ended December 31,
| 2017 |  | 2016
($ in thousands, except per share amounts) |  |  |
Total Revenues | $ | 489,094 |  |  | $ | 466,429 |
Net Income (Loss) Attributable to Common Stockholders | $ | 27,523 |  |  | $ | 23,511 |
Basic EPS per Common Share | $ | 3.92 |  |  | $ | 2.99 |
Diluted EPS per Common Share | $ | 3.80 |  |  | $ | 2.92 |

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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://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 805 -URI http://asc.fasb.org/topic&trid=2303972 + Details
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