Goodwill and Other Intangible Assets

12 Months Ended

Dec. 31, 2012

3. Goodwill and Other Intangible Assets

Intangible assets are summarized as follows:


	December 31,
	2012			2011
*($ in thousands)*
Definite-lived intangible assets:
Investment contracts	$	197,704		$	269,489
Accumulated amortization		(181,409	)		(249,809	)

Definite-lived intangible assets, net		16,295			19,680
Indefinite-lived intangible assets		32,416			32,416

Total intangible assets, net	$	48,711		$	52,096

Rampart Investment Management Company, Inc.

On October 1, 2012, the Company completed the acquisition of substantially all of the assets and certain liabilities of Rampart Investment Management Company, Inc. (“Rampart”), for $0.7 million in cash. Rampart is a registered investment advisor that specializes in customized options strategies for institutional and high-net-worth clients by providing a systematic and disciplined options solutions to help its clients generate incremental yield, reduce downside risk and mitigate market volatility. Under the terms of the purchase agreement, three years subsequent to the closing date, the Company may be required to make a contingent payment based on certain profitability measures. The estimated fair value of this contingent liability was $0.4 million, which was recorded within other long term liabilities in the Company’s Consolidated Balance Sheet as of December 31, 2012. As a result of this acquisition $0.2 million was recorded as definite-lived intangible assets and $0.5 million was recorded as goodwill in the Company’s Consolidated Balance Sheet as of the acquisition date. The acquired contracts are being amortized on a straight-line basis over the estimated useful life of five years.

Virtus Total Return Fund

On December 9, 2011, the Company acquired the rights to advise the former DCA Total Return Fund from Dividend Capital Investments LLC (“DCI”). Upon adoption, the fund was renamed to the Virtus Total Return Fund (NYSE:DCA). The estimated fair value of the acquired contract of $2.9 million was recorded as an indefinite-lived intangible asset in the Company’s Consolidated Balance Sheet as of the adoption date. The transaction was accounted for as an asset purchase and accordingly, transaction costs of $0.1 million were capitalized as of the adoption date.

Variable Insurance Funds

On November 5, 2010, the Company acquired the rights to advise and distribute the former Phoenix Edge Series Funds (excluding certain of the funds to be merged into a third-party variable insurance trust). Under the terms of the agreement, during the three years following the closing, the Company is required to make quarterly payments based upon fixed percentages of the average assets under management. The estimated fair value of the acquired contracts of $2.1 million and a corresponding contingent liability were recorded in the Company’s Consolidated Balance Sheet as of the adoption date. The transaction was accounted for as an asset purchase and accordingly, transaction costs of $0.6 million were capitalized as of the adoption date. The acquired contracts and related costs are being amortized on a straight-line basis over the estimated useful life of sixteen years.

Activity in goodwill and other intangible assets is as follows:


	Years Ended December 31,
	2012			2011			2010
*($ in thousands)*
Intangible assets
Balance, beginning of period	$	52,096		$	52,977		$	54,844
Purchases		560			3,068			3,055
Amortization		(3,945	)		(3,949	)		(4,922	)

Balance, end of period	$	48,711		$	52,096		$	52,977

Goodwill
Balance, beginning of period	$	4,795		$	4,795		$	4,795
Acquisition		465			—			—

Balance, end of period	$	5,260		$	4,795		$	4,795

Definite-lived intangible asset amortization for the next five years is estimated as follows: 2013—$4.1 million, 2014—$3.8 million, 2015—$3.1 million, 2016—$2.3 million, 2017—$0.6 million and thereafter—$2.6 million. At December 31, 2012, the weighted average estimated remaining amortization period for definite-lived investment contracts is 5.8 years.

- Definition

The entire disclosure for the aggregate amount of goodwill and a description of intangible assets, which may include (a) for amortizable intangible assets (also referred to as finite-lived intangible assets), the carrying amount, the amount of any significant residual value, and the weighted-average amortization period, (b) for intangible assets not subject to amortization (also referred to as indefinite-lived intangible assets), the carrying amount, and (c) the amount of research and development assets acquired and written off in the period, including the line item in the income statement in which the amounts written off are aggregated, if not readily apparent from the income statement. Also discloses (a) for amortizable intangibles assets in total and by major class, the gross carrying amount and accumulated amortization, the total amortization expense for the period, and the estimated aggregate amortization expense for each of the five succeeding fiscal years, (b) for intangible assets not subject to amortization the carrying amount in total and by major class, and (c) for goodwill, in total and for each reportable segment, the changes in the carrying amount of goodwill during the period (including the aggregate amount of goodwill acquired, the aggregate amount of impairment losses recognized, and the amount of goodwill included in the gain (loss) on disposal of a reporting unit). If any part of goodwill has not been allocated to a reportable segment, discloses the unallocated amount and the reasons for not allocating. For each impairment loss recognized related to an intangible asset (excluding goodwill), discloses: (a) a description of the impaired intangible asset and the facts and circumstances leading to the impairment, (b) the amount of the impairment loss and the method for determining fair value, (c) the caption in the income statement or the statement of activities in which the impairment loss is aggregated, and (d) the segment in which the impaired intangible asset is reported. For each goodwill impairment loss recognized, discloses: (a) a description of the facts and circumstances leading to the impairment, (b) the amount of the impairment loss and the method of determining the fair value of the associated reporting unit, and (c) if a recognized impairment loss is an estimate not finalized and the reasons why the estimate is not final. May also disclose the nature and amount of any significant adjustments made to a previous estimate of an impairment loss.

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