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Acquisition
12 Months Ended
Dec. 31, 2015
Business Combinations [Abstract]  
Acquisition

Note 5. Acquisitions:

On September 1, 2015, the Company completed the purchase of MLV, an investment banking and brokerage firm focused on equity capital markets and a leading provider of ATM offerings.  In addition, on August 4, 2014, the Company completed its purchase of a securities lending business from Lazard Capital Markets LLC (“LCM”).

The Company accounted for these acquisitions in accordance with ASC 805, “Business Combinations” (“ASC 805”), using the acquisition method of accounting which requires, among other things, that assets acquired and liabilities assumed be recognized at their estimated fair values as of the acquisition date. The Company’s estimates of fair value included in the consolidated financial statements, in conformity with ASC 820, represent the Company’s best estimates and valuations. These estimates and underlying assumptions are inherently subject to significant uncertainties and contingencies beyond the control of the Company. Accordingly, the Company cannot provide assurance that the estimates, assumptions, and values reflected in its valuations will be realized, and actual results could vary materially.

MLV

As a result of this acquisition, the Company added approximately 20 client-facing employees, primarily in investment banking and research. Pursuant to the terms of the transaction agreement related to this acquisition, the Company made a cash payment of $3,250 to acquire 100% of the stock of MLV. The Company believes that this acquisition will be accretive to its overall revenue per employee and operating margin. As a result of this purchase, the Company recorded goodwill of $1,259 and finite-lived intangible assets of $506 related to acquired customer relationships. The goodwill and intangible asset balances are expected to be deductible for tax purposes. The Company incurred $691 of transaction costs related to this acquisition that are included in professional services expense in the consolidated statements of operations. The table below summarizes the estimates of the fair value of the assets acquired and liabilities assumed as of the acquisition date:

 

Purchase Price:

 

 

 

 

Cash paid

 

$

3,250

 

Fair Value of Assets Acquired:

 

 

 

 

Cash

 

 

975

 

Due from brokers, dealers and clearing

   organizations

 

 

2,098

 

Investment banking receivables

 

 

1,111

 

Other

 

 

606

 

Total

 

$

4,790

 

Fair Value of Liabilities Assumed:

 

 

 

 

Accounts payable, accrued expenses and other

   liabilities

 

$

3,305

 

 

 

 

 

 

Fair value of net assets acquired

 

$

1,485

 

Purchase price allocated to goodwill

 

 

1,259

 

Purchase price allocated to intangible assets

 

 

506

 

Total purchase price

 

$

3,250

 

 

Securities Lending

As a result of this acquisition, the Company has an active securities borrowed and loaned business in which it borrows securities from one party and lends them to another. The Company believes that this acquisition will be accretive to its overall revenue per employee and operating margin. The Company made an initial cash payment of $1,000 at closing and is obligated to make additional payments that are contingent on the performance of the business over the 18 month period subsequent to closing. As of December 31, 2014, the Company estimated these aggregate contingent payments to be $4,070 and included this in accounts payable, accrued expenses and other liabilities on the consolidated balance sheets. During the year ended December 31, 2015, the Company made contingent payments of $2,166. During 2015, based on changes in its forecasted results, the Company reduced the estimate of the aggregate remaining contingent payments by $637, which is included in dividends and other on the consolidated statements of operations, and as of December 31, 2015 has estimated its remaining obligation to be $1,267.

As a result of this purchase, the Company recorded goodwill of $2,570 and a finite-lived intangible asset related to acquired customer relationships of $2,500. The goodwill and intangible asset balances are expected to be deductible for tax purposes. The Company incurred $379 of transaction costs related to this acquisition that are included in professional services expense in the consolidated statements of operations. The table below summarizes the preliminary estimates of contingent consideration, and the fair value of the assets acquired and liabilities assumed as of the acquisition date:

 

Purchase Price:

 

 

 

 

Cash paid

 

$

1,000

 

Estimated contingent consideration

 

 

4,070

 

Total

 

$

5,070

 

Fair Value of Assets Acquired:

 

 

 

 

Securities borrowed

 

 

675,709

 

Due from brokers, dealers and clearing organizations

 

 

357

 

Total

 

$

676,066

 

Fair Value of Liabilities Assumed:

 

 

 

 

Securities loaned

 

$

676,066

 

 

 

 

 

 

Purchase price allocated to goodwill

 

$

2,570

 

Purchase price allocated to intangible assets

 

 

2,500

 

Total purchase price

 

$

5,070