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Notes to Consolidated Financial Statements
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SEI Investments Company
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(all figures are in thousands except share and per-share data)
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and Subsidiaries
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Note 1 – Summary of Significant Accounting Policies
Nature of Operations
SEI Investments Company (the Company), a Pennsylvania corporation, provides comprehensive platforms for investment processing, investment operations and investment management to wealth managers, financial institutions, financial advisors, investment managers, institutional investors and ultra-high-net-worth families in the United States, Canada, the United Kingdom, continental Europe and various other locations throughout the world.
Investment processing platforms consist of application and business process outsourcing services, professional services and transaction-based services. Revenues from investment processing platforms are recognized in Information processing and software servicing fees on the accompanying Consolidated Statements of Operations.
Investment operations platforms consist of outsourcing services including fund and investment accounting, administration, reconciliation, investor servicing and client reporting. Revenues from investment operations platforms are recognized in Asset management, administration and distribution fees on the accompanying Consolidated Statements of Operations.
Investment management platforms consists of investment products including mutual funds, collective investment products, alternative investment portfolios and separately managed accounts. The Company serves as the administrator and investment advisor for many of these products. Revenues from investment management platforms are recognized in Asset management, administration and distribution fees on the accompanying Consolidated Statements of Operations.
Principles of Consolidation
The Consolidated Financial Statements include the accounts of the Company and its wholly-owned subsidiaries and entities in which it holds a controlling financial interest. The Company determines whether it has a controlling financial interest either by its decision-making ability through voting interests or by the extent of the Company’s participation in the economic risks and rewards of the entity through variable interests. The Company’s principal subsidiaries are SEI Investments Distribution Co. (SIDCO), SEI Investments Management Corporation (SIMC), SEI Private Trust Company (SPTC), SEI Trust Company (STC), SEI Global Services, Inc. (SGSI) and SEI Investments (Europe) Limited (SIEL). All intercompany accounts and transactions have been eliminated.
The Company accounts for investments in unconsolidated entities that are 20% to 50% owned or are 20% or less owned and have the ability to exercise significant influence over the operating and financial policies of the entity under the equity method of accounting. Under this method of accounting, the Company’s interest in the net assets of unconsolidated entities is reflected in Investment in unconsolidated affiliates on the accompanying Consolidated Balance Sheet and its interest in the earnings or losses of unconsolidated entities is reflected in Equity in earnings of unconsolidated affiliates on the accompanying Consolidated Statement of Operations. Any investments in entities not consolidated or accounted for under the equity method are accounted for under the cost method of accounting.
Variable Interest Entities
The Company or its affiliates have created numerous investment products for its clients in various types of legal entity structures. The Company serves as the Manager, Administrator and Distributor for these investment products and may also serve as the Trustee for some of the investment products. The Company receives asset management, distribution, administration and custodial fees for these services. Clients are the equity investors and participate in proportion to their ownership percentage in the net income or loss and net capital gains or losses of the products, and, on liquidation, will participate in proportion to their ownership percentage in the remaining net assets of the products after satisfaction of outstanding liabilities.
The Company has concluded that it is not the primary beneficiary of the entities and, therefore, is not required to consolidate any of the pooled investment vehicles for which it receives asset management, distribution, administration and custodial fees under the VIE model. The entities either do not meet the definition of a VIE or the Company does not hold a variable interest in the entities. The entities either qualify for the money market scope exception, or are entities in which the Company’s asset management, distribution, administration and custodial fees are commensurate with the services provided and include fair terms and conditions, or are entities that are limited partnerships which have substantive kick-out rights. The Company acts as a fiduciary and does not hold any other interests other than insignificant seed money investments in the pooled investment vehicles. For this reason, the Company also concluded that it is not required to consolidate the pooled investment vehicles under the voting interest entity model.
The Company is a party to expense limitation agreements with certain SEI-sponsored money market funds subject to Rule 2a-7 of the Investment Company Act of 1940 which establish a maximum level of ordinary operating expenses incurred by
the fund in any fiscal year including, but not limited to, fees of the administrator or its affiliates. Under the terms of these agreements, the Company waived $33,408, $27,544 and $26,229 in fees during 2020, 2019 and 2018, respectively.
Management’s Use of Estimates
The preparation of financial statements in conformity with accounting principles generally accepted in the United States (U.S. GAAP) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.
Revenue Recognition
Revenue is recognized when the transfer of control of promised goods or services under the terms of a contract with customers are satisfied in an amount that reflects the consideration to which the Company expects to be entitled in exchange for those promised goods or services. Certain portions of the Company’s revenues involve a third party in providing goods or services to its customers. In such circumstances, the Company must determine whether the nature of its promise to the customer is to provide the underlying goods or services (the Company is the principal in the transaction and reports the transaction gross) or to arrange for a third party to provide the underlying goods or services (the entity is the agent in the transaction and reports the transaction net). The Company does not disclose the value of unsatisfied performance obligations as the majority of its contracts relate to: 1) contracts with an original term of one year or less; 2) contracts for which the Company recognizes revenue at the amount to which it has the right to invoice for services performed; and 3) contracts that are based on the value of assets under management or administration. See Note 15 for related disclosures regarding revenue recognition.
Cash and Cash Equivalents
The Company considers investment instruments purchased with an original maturity of three months or less to be cash equivalents. Cash and cash equivalents include $347,082 and $414,581 at December 31, 2020 and 2019, respectively, primarily invested in SEI-sponsored open-ended money market mutual funds. The SEI-sponsored mutual funds are considered Level 1 assets.
Restricted Cash
Restricted cash includes $3,000 at December 31, 2020 and 2019 segregated for regulatory purposes related to trade-execution services conducted by SIEL. Restricted cash also includes $101 at December 31, 2020 and 2019 segregated in special reserve accounts for the benefit of SIDCO customers in accordance with certain rules established by the Securities and Exchange Commission for broker-dealers.
Allowances for Doubtful Accounts
The Company provides an allowance for doubtful accounts equal to the estimated uncollectible amounts. The Company’s estimate is based on historical collection experience and a review of the current status of trade accounts receivable.
Concentration of Credit Risk
Financial instruments which potentially expose the Company to concentrations of credit risk consist primarily of cash equivalents and trade receivables. Cash equivalents are principally invested in short-term money market funds or placed with major banks and high-credit qualified financial institutions. Cash deposits maintained with institutions are in excess of federally insured limits. Concentrations of credit risk with respect to the Company's receivables are limited due to the large number of clients and their dispersion across geographic areas. No single group or customer represents greater than 10% of total accounts receivable.
Property and Equipment
Property and Equipment are recorded at cost. Expenditures for major additions and improvements are capitalized and minor replacements, maintenance, and repairs are charged to expense as incurred. Construction in progress includes the cost of construction and other direct costs attributable to the construction. When property and equipment are retired or disposed of, the related cost and accumulated depreciation are removed from the accounts and any resulting gain or loss is included in the results of operations for the respective period. Depreciation is provided over the estimated useful lives using the straight line method for financial statement purposes. No provision for depreciation is made for construction in progress until such time as the relevant assets are completed and put into service. The Company uses other depreciation methods, generally accelerated, for tax purposes where appropriate. Buildings and building improvements are depreciated over 25 to 39 years. Equipment, purchased software and furniture and fixtures have useful lives ranging from 3 to 5 years. Amortization of leasehold improvements is computed using the straight line method over the shorter of the remaining lease term or the estimated useful lives of the improvements.
Marketable Securities
The classification of investments in marketable securities is determined at the time of purchase and reevaluated at each balance sheet date. Debt securities classified as available-for-sale are reported at fair value as determined by the most recently traded price of each security at the balance sheet date. Unrealized gains and losses associated with the Company's available for sale debt securities, net of income taxes, are reported as a separate component of comprehensive income.
SIDCO, the Company’s broker-dealer subsidiary, reports changes in fair value of marketable securities through current period earnings due to specialized accounting practices related to investments by broker-dealers.
The Company records its investments in money market funds and commercial paper classified as cash equivalents, funds sponsored by LSV and equity securities not accounted for under the equity method on the accompanying Consolidated Balance Sheets at fair value. Unrealized gains and losses from the change in fair value of these securities are recognized in current period earnings.
The specific identification method is used to compute the realized gains and losses on all of the Company’s marketable securities (See Note 5).
The Company evaluates the realizable value of its available for sale debt securities on a quarterly basis. In the event that an other-than-temporary decline in fair value has occurred, the amount of the decline related to a credit loss is reported through current period earnings. Some of the factors considered in determining other-than-temporary impairment include, but are not limited to, the intent of management to sell the security, the likelihood that the Company will be required to sell the security before recovering its cost, and management’s expectation to recover the entire amortized cost basis of the security even if there is no intent to sell the security. The Company did not recognize any impairment charges related to its available for sale debt securities in 2020, 2019 or 2018.
Fair Value of Financial Instruments
Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. The fair value hierarchy requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. The fair value hierarchy describes three levels of inputs that may be used by the Company to measure fair value:
Level 1 – Quoted prices in active markets for identical assets or liabilities without adjustment. The Company’s Level 1 assets primarily include investments in mutual funds sponsored by SEI that are quoted daily.
Level 2 – Observable inputs other than Level 1 prices, such as quoted prices for similar assets, quoted prices in markets that are not active, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. Level 2 financial assets consist of GNMA mortgage-backed securities, Federal Home Loan Bank (FHLB) and other U.S. government agency short-term notes. The investments in GNMA mortgage-backed securities were purchased for the sole purpose of satisfying applicable regulatory requirements imposed on our wholly-owned limited purpose federal thrift subsidiary, SPTC. The investments in FHLB and other U.S. government agency short-term notes were purchased as part of a cash management program requiring only short term, top-tier investment grade government and corporate securities.
Level 3 – Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. Level 3 assets and liabilities include financial instruments whose value is determined using pricing models, or similar techniques, as well as instruments for which the determination of fair value requires significant judgment by management. The Company had no Level 3 financial assets at December 31, 2020 or 2019 that were required to be measured at fair value on a recurring basis. The Company's Level 3 financial liabilities at December 31, 2020 and 2019 consist entirely of an estimated contingent consideration resulting from the Company's acquisition of Huntington Steele, LLC (See Note 14).
The fair value of an asset or liability may include inputs from more than one level in the fair value hierarchy. The lowest level of significant inputs used to value the asset or liability determines which level the asset or liability is classified in its entirety. Transfers between levels of the fair value hierarchy are reported at fair value as of the beginning of the period in which the transfers occur. See Note 4 for related disclosures regarding fair value measurements.
Capitalized Software
Costs incurred for the development of internal use software to be offered in a hosting arrangement is capitalized during the development stage of the software application. These costs include direct external and internal costs to design the software configuration and interfaces, coding, installation, and testing. Costs incurred during the preliminary and post-implementation stages of the software application are expensed as incurred. Costs associated with significant
enhancements to a software application are capitalized while costs incurred to maintain existing software applications are expensed as incurred. The capitalization of software development costs requires considerable judgment by management to ensure the costs incurred will result in additional functionality of the software. Amortization of capitalized software development costs begins when the product is ready for its intended use. Capitalized software development costs are amortized on a product-by-product basis using the straight-line method over the estimated economic life of the product or enhancement.
The Company capitalized $24,119, $34,074 and $44,221 of software development costs during 2020, 2019 and 2018, respectively. The Company's capitalized software development costs primarily relate to the further development of the SEI Wealth PlatformSM (SWP). The Company capitalized $22,257, $33,084 and $43,376 of software development costs for significant enhancements to SWP during 2020, 2019 and 2018, respectively. As of December 31, 2020, the net book value of SWP was $257,709. The net book value includes $13,409 of capitalized software development costs in-progress associated with future releases.
Management continually reassesses the estimated useful life of SWP and any change in management’s estimate could result in the remaining amortization expense to be accelerated or spread out over a longer period. As of December 31, 2020, SWP has a weighted average remaining life of 9.9 years. Amortization expense for SWP was $43,853, $42,297 and $39,917 in 2020, 2019 and 2018, respectively, and is included in Amortization expense on the accompanying Consolidated Statements of Operations.
The Company also capitalized $845 of software development costs during 2018 related to an application for the Investment Managers segment. The application was placed into service during 2018 and has a net book value of $10,416 with an estimated remaining useful life of 2.0 years as of December 31, 2020. Amortization expense for the application was $5,209 during 2020 and 2019 and is included in Amortization expense on the accompanying Consolidated Statements of Operations.
The Company currently expects to recognize amortization expense related to all capitalized software development costs placed into service as of December 31, 2020 each year from 2021 through 2025 as follows:
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Year
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Expected Amortization Expense Related to Capitalized Software
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2021
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$
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52,466
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2022
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37,621
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2023
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18,838
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2024
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18,838
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2025
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18,838
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The Company evaluates the carrying value of capitalized software development costs when circumstances indicate the carrying value may not be recoverable. The review of capitalized software development costs for impairment requires significant assumptions about operating strategies, underlying technologies utilized, and external market factors. External market factors include, but are not limited to, expected levels of competition, barriers to entry by potential competitors, stability in the target market and governmental regulations. The Company did not recognize any impairment charges related to its capitalized software development costs in 2020, 2019 or 2018.
Goodwill and Other Intangible Assets
The Company adopted the requirements of ASU 2017-04, Simplifying the Test for Goodwill Impairment (ASU 2017-04) on January 1, 2020. The adoption of ASU 2017-04 did not have a material impact on the Company's consolidated financial statements and related disclosures.
The Company reviews long-lived assets and identifiable definite-lived intangible assets for impairment at least annually or whenever events or changes in circumstances indicate that the carrying amount of these assets may not be recoverable. For purposes of recognizing and measuring an impairment loss, a long-lived asset is grouped with other assets and liabilities at the lowest level for which identifiable cash flows are largely independent.
Identifiable definite-lived intangible assets on the Company’s Consolidated Balance Sheet are amortized on a straight-line basis according to their estimated useful lives. Goodwill is not amortized but is reviewed for impairment annually or more frequently if an event occurs or circumstances change that would more likely than not reduce the fair value of a reporting unit below its carrying amount. Current guidance requires that a qualitative assessment be performed to assess goodwill for impairment. The fair value of each reporting unit is compared with its carrying value, including goodwill. If the fair value exceeds the carrying value, goodwill is not impaired and no further testing is performed. If the qualitative assessment indicates the carrying value exceeds the fair value, a quantitative impairment test is then utilized to identify potential goodwill impairment and measure the amount of a goodwill impairment loss to be recognized. The Company did not
recognize any impairment charges related to its goodwill or other intangible assets in 2020, 2019 or 2018. See Note 14 for related disclosures regarding goodwill and intangible assets.
Contingent Consideration Liabilities
The Company may be required to pay additional future consideration in connection with business acquisitions based on the attainment of specified financial measures. The Company estimates the fair value of these potential future obligations at the time a business combination is consummated and records a contingent consideration liability on the Consolidated Balance Sheets. If the expected payment amounts subsequently change, the contingent consideration liabilities are adjusted through current period earnings and included in Facilities, supplies and other costs on the accompanying Consolidated Statement of Operations. See Note 14 for related disclosures regarding contingent consideration liabilities.
Income Taxes
The Company applies the asset and liability approach to account for income taxes whereby deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. See Note 11 for related disclosures regarding income taxes.
Foreign Currency Translation
The assets and liabilities and results of operations of the Company’s foreign subsidiaries are measured using the foreign subsidiary’s local currency as the functional currency. Assets and liabilities have been translated into U.S. dollars using the rates of exchange at the balance sheet dates. The results of operations have been translated into U.S. dollars at average exchange rates prevailing during the period. The resulting translation gain and loss adjustments are recorded as a separate component of comprehensive income.
Transaction gains and losses from exchange rate fluctuations are included in the results of operations in the periods in which they occur. There were no material gains or losses from exchange rate fluctuations in 2020, 2019 or 2018.
Earnings Per Common Share
Basic earnings per common share is computed by dividing net income attributable to SEI Investments common shareholders by the weighted average number of common shares outstanding during the period. Diluted earnings per common share is computed by dividing net income attributable to SEI Investments common shareholders by the combination of the weighted average number of common shares outstanding and the dilutive potential common shares, such as stock options, outstanding during the period.
The calculations of basic and diluted earnings per share for 2020, 2019 and 2018 are:
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2020
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2019
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2018
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Net income
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$
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447,286
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$
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501,426
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$
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505,868
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Shares used to compute basic earnings per common share
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146,709,000
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151,540,000
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|
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156,579,000
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Dilutive effect of stock options
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2,294,000
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|
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3,361,000
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4,653,000
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Shares used to compute diluted earnings per common share
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149,003,000
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154,901,000
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|
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161,232,000
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Basic earnings per common share
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$
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3.05
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|
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$
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3.31
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|
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$
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3.23
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Diluted earnings per common share
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$
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3.00
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|
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$
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3.24
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|
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$
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3.14
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Employee stock options to purchase approximately 9,220,000, 6,574,000 and 6,224,000 shares of common stock, with an average exercise price per share of $58.12, $55.95 and $53.60, were outstanding during 2020, 2019 and 2018, respectively, but not included in the computation of diluted earnings per common share because either the performance conditions have not been satisfied or the option’s exercise price was greater than the average market price of the Company’s common stock and the effect on diluted earnings per common share would have been anti-dilutive (See Note 7).
Stock-Based Compensation
Stock-based compensation cost is measured at the grant date based on the fair value of the award and is recognized as expense over the requisite service period, which is the vesting period. The amount of stock-based compensation expense that is recognized in a given period is dependent upon management’s estimate of when the vesting targets are expected to be achieved. If this estimate proves to be inaccurate, the remaining amount of stock-based compensation expense could be accelerated, spread out over a longer period, or reversed (See Note 7).
Leases
The Company adopted the requirements of the ASU 2016-02 Leases (Topic 842) (ASC 842) using the modified retrospective method on January 1, 2019. As a result of the adoption of ASC 842, the Company recorded additional lease assets and net lease liabilities of $44,169 as of January 1, 2019. Upon implementation, the Company elected the package of practical expedients permitted under the transition guidance within the new standard which allowed the Company to carryforward the historical lease identification, classification and initial direct cost. ASC 842 did not materially impact the Company’s consolidated net income or consolidated cash flows.
The Company determines if an arrangement is a lease at the inception of the contract. The Company's operating leases are included in Operating lease right-of-use (ROU) assets, Current portion of long-term operating lease liabilities, and Long-term operating lease liabilities on the accompanying Consolidated Balance Sheets.
The operating lease ROU assets and operating lease liabilities are recognized based on the present value of future minimum lease payments over the lease term at commencement date. As most of the Company’s leases do not provide an implicit interest rate, the Company utilizes an estimated incremental borrowing rate based on the information available at commencement date in determining the present value of future payments. In determining the discount rate used in the present value calculation, the Company has elected to apply the portfolio approach for leases of equipment provided the leases commenced at or around the same time. This election allows the Company to account for leases at a portfolio level provided that the resulting accounting at this level would not differ materially from the accounting at the individual lease level. Lease expense for minimum lease payments is recognized on a straight-line basis over the lease term.
The Company has elected to account for lease and non-lease components separately. Operating lease ROU assets include all contractual lease payments and initial direct costs incurred, less any lease incentives. Facility leases generally only contain lease expense and non-component items such as taxes and pass through charges. Only the lease components are included in the ROU assets and lease liabilities. Additionally, the Company has elected not to apply the recognition requirements of ASC 842 to leases which have a lease term of less than one year at the commencement date.
The majority of the Company's leases for corporate facilities and equipment contain terms for renewal and extension of the lease agreement. The exercise of lease renewal options is generally at the Company’s sole discretion. The Company includes the lease extensions when it is reasonably certain the Company will exercise the extension. The Company’s lease agreements do not contain any material variable lease payments, material residual value guarantees or any material restrictive covenants. The Company does not currently have any finance leases. See Note 16 for related disclosures regarding leases.
Reclassifications
Certain prior year amounts have been reclassified to conform to current year presentation.
Other Recently Adopted Accounting Pronouncements
The Company adopted the requirements of Accounting Standards Update (ASU) 2016-13, Financial Instruments-Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments (Accounting Standards Codification (ASC) 326)) (ASU 2016-13) and subsequent amendments ASU 2019-04, Codification Improvements to Topic 326, Financial Instruments-Credit Losses, Topic 815, Derivatives and Hedging, and Topic 825, Financial Instruments (ASU 2019-04) and ASU 2019-11, Codification Improvements to Topic 326, Financial Instruments-Credit Losses (ASU 2019-11) on January 1, 2020. ASU 2016-13 and the related amendments are hereafter referred to as ASC 326. ASC 326 requires that expected credit losses relating to financial assets measured on an amortized cost basis and available-for-sale debt securities be recorded through an allowance for credit losses. The Company owns mortgage-backed securities issued by the Government National Mortgage Association (GNMA), a federal agency of the U.S. government classified as Available-for-sale debt securities which qualify for the zero credit risk allowance. The Company's U.S. Treasury and other U.S. government agency securities classified as Securities owned are outside the scope of ASC 326. There was no impact to the Company's disclosures related to its marketable securities from the implementation of ASC 326.
In accordance with ASC 326, the Company evaluated its receivable balances for credit risk based upon the source of revenue, its ability to collect fees directly from investment products or directly from assets in the client's account, a review of actual historical credit losses, and the potential for expected credit loss from its current client base. The Company has no meaningful historical credit loss data and a very limited amount of losses pertaining directly to a client's inability to satisfy its receivable balance even during periods of economic distress. The credit loss reserve recognized by the Company through the implementation of ASC 326 during 2020 was immaterial.
New Accounting Pronouncements
In December 2019, the Financial Accounting Standards Board (FASB) issued ASU 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes (ASU 2019-12). The standard removes certain exceptions to the general principles in Topic 740 and also clarifies and amends existing guidance to improve consistent application. ASU 2019-12 is
effective for the Company beginning in the first quarter of 2021. The Company does not believe the adoption of ASU 2019-12 will have a material impact on its consolidated financial statements and related disclosures.
Note 2 – Investment in Unconsolidated Affiliates
LSV Asset Management
The Company has an investment in the general partnership LSV Asset Management (LSV), a registered investment advisor that provides investment advisory services primarily to institutions, including pension plans and investment companies. LSV is currently an investment sub-advisor for a limited number of SEI-sponsored mutual funds. As of December 31, 2020, the Company's total partnership interest in LSV was approximately 38.8%. The Company accounts for its interest in LSV using the equity method because of its less than 50% ownership. The Company’s interest in the net assets of LSV is reflected in Investment in unconsolidated affiliates on the accompanying Consolidated Balance Sheets and its interest in the earnings of LSV is reflected in Equity in earnings of unconsolidated affiliates on the accompanying Consolidated Statements of Operations.
At December 31, 2020, the Company’s total investment in LSV was $98,433. The Company’s proportionate share in the earnings of LSV was $117,134, $151,891 and $159,791 in 2020, 2019 and 2018, respectively. The Company receives partnership distributions related to the earnings of LSV on a quarterly basis. As such, the Company considers these distribution payments as returns on investment rather than returns of the Company's original investment in LSV and has therefore classified the associated cash inflows as an operating activity on the Consolidated Statements of Cash Flows. The Company received partnership distribution payments from LSV of $125,534, $148,936 and $166,698 in 2020, 2019 and 2018, respectively.
These tables contain condensed financial information of LSV:
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Condensed Statement of Operations
Year ended December 31,
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2020
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2019
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2018
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|
Revenues
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$
|
391,648
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|
|
$
|
491,700
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|
|
$
|
517,203
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Net income
|
|
$
|
301,620
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|
|
$
|
390,533
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|
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$
|
410,846
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Condensed Balance Sheets
December 31,
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2020
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2019
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Current assets
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$
|
151,515
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|
|
$
|
144,547
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Non-current assets
|
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4,296
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|
|
5,048
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Total assets
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$
|
155,811
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|
|
$
|
149,595
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Current liabilities
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$
|
77,077
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|
|
$
|
46,828
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Non-current liabilities
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|
4,620
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|
|
5,326
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Partners’ capital
|
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74,114
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|
|
97,441
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Total liabilities and partners’ capital
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|
$
|
155,811
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|
|
$
|
149,595
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|
Note 3 – Composition of Certain Financial Statement Captions
Receivables
Receivables on the accompanying Consolidated Balance Sheets consist of:
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2020
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2019
|
|
Trade receivables
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$
|
99,106
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|
|
$
|
86,043
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|
Fees earned, not billed
|
|
262,167
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|
|
240,239
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|
|
Other receivables
|
|
25,046
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|
|
15,277
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|
|
|
|
386,319
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|
|
341,559
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|
|
Less: Allowance for doubtful accounts
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|
(1,100)
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|
|
(1,201)
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|
Receivables, net
|
|
$
|
385,219
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|
|
$
|
340,358
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|
Fees earned, not billed represents receivables from contracts from customers earned but unbilled and results from timing differences between services provided and contractual billing schedules. These billing schedules generally provide for fees to be billed on a quarterly basis. In addition, certain fees earned from investment operations services are calculated based on assets under administration that have an extended valuation process. Billings to these clients occur once the asset valuation processes are completed.
Property and Equipment
Property and Equipment on the accompanying Consolidated Balance Sheets consists of:
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|
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|
|
|
|
|
|
2020
|
|
2019
|
|
Buildings
|
|
$
|
206,151
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|
|
$
|
162,882
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|
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Equipment
|
|
141,820
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|
|
123,945
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|
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Land
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|
24,179
|
|
|
10,830
|
|
|
Purchased software
|
|
147,838
|
|
|
143,705
|
|
|
Furniture and fixtures
|
|
21,439
|
|
|
18,835
|
|
|
Leasehold improvements
|
|
21,604
|
|
|
20,700
|
|
|
Construction in progress
|
|
4,660
|
|
|
33,415
|
|
|
|
|
567,691
|
|
|
514,312
|
|
|
Less: Accumulated depreciation
|
|
(378,639)
|
|
|
(353,453)
|
|
|
Property and Equipment, net
|
|
$
|
189,052
|
|
|
$
|
160,859
|
|
Depreciation expense related to property and equipment for 2020, 2019 and 2018 was $30,959, $29,436 and $28,792, respectively.
Deferred Contract Costs
The Company's incremental contract acquisition costs are related to information processing contracts in the Private Banks segment and investment operations contracts in the Investment Managers segment. These deferred costs primarily consist of sales compensation payments to the Company's sales personnel. The Company defers and amortizes incremental contract acquisition costs using the straight-line method over the expected client life, which ranges from 6 to 15 years.
Deferred contract costs were $33,781 and $30,991 as of December 31, 2020 and 2019, respectively. The Company deferred expenses related to contract costs of $10,284, $11,495 and $8,122 during 2020, 2019 and 2018, respectively. Amortization expense related to deferred contract costs were $7,494, $4,511 and $2,756 during 2020, 2019 and 2018, respectively, and is included in Compensation, benefits and other personnel on the accompanying Consolidated Statements of Operations. There were no material impairment losses in relation to deferred contract costs during 2020, 2019 or 2018.
Other Assets
Other assets consist of long-term prepaid expenses, deposits, other investments at cost and various other assets. Amortization expense for certain other assets for 2020, 2019 and 2018 was $230, $230 and $231, respectively.
Accrued Liabilities
Accrued Liabilities on the accompanying Consolidated Balance Sheets consist of:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2020
|
|
2019
|
|
Accrued employee compensation
|
|
$
|
95,656
|
|
|
$
|
96,991
|
|
|
Accrued employee benefits and other personnel
|
|
18,770
|
|
|
9,222
|
|
|
Accrued consulting, outsourcing and professional fees
|
|
31,907
|
|
|
28,610
|
|
|
Accrued sub-advisory, distribution and other asset management fees
|
|
49,924
|
|
|
46,245
|
|
|
|
|
|
|
|
|
Accrued dividend payable
|
|
53,127
|
|
|
52,452
|
|
|
|
|
|
|
|
|
Other accrued liabilities
|
|
50,461
|
|
|
39,281
|
|
|
Accrued liabilities
|
|
$
|
299,845
|
|
|
$
|
272,801
|
|
Note 4 – Fair Value Measurements
The fair value of the Company’s financial assets and liabilities, except for the Company's investment funds sponsored by LSV, is determined in accordance with the fair value hierarchy. The fair value of the Company’s Level 1 financial assets consists mainly of investments in open-ended mutual funds that are quoted daily. Level 2 financial assets consist of Government National Mortgage Association (GNMA) mortgage-backed securities held by the Company's wholly-owned limited purpose federal thrift subsidiary, SEI Private Trust Company (SPTC), Federal Home Loan Bank (FHLB) and other U.S. government agency short-term notes held by SIDCO. The financial assets held by SIDCO were purchased as part of a cash management program requiring only short term, top-tier investment grade government and corporate securities. The financial assets held by SPTC are debt securities issued by GNMA and are backed by the full faith and credit of the
U.S. government. These securities were purchased for the sole purpose of satisfying applicable regulatory requirements and have maturity dates which range from 2023 to 2041.
The fair value of the Company's investment funds sponsored by LSV is measured using the net asset value per share (NAV) as a practical expedient. The NAVs of the funds are calculated by the funds' independent custodian and are derived from the fair values of the underlying investments as of the reporting date. The funds allow for investor redemptions at the end of each calendar month. This investment has not been classified in the fair value hierarchy but is presented in the tables below to permit reconciliation to the amounts presented on the accompanying Consolidated Balance Sheets.
The valuation of the Company's Level 2 financial assets held by SIDCO and SPTC are based upon securities pricing policies and procedures utilized by third-party pricing vendors. The Company had no Level 3 financial assets at December 31, 2020 or 2019 that were required to be measured at fair value on a recurring basis. The Company's Level 3 financial liabilities at December 31, 2020 and 2019 consist entirely of the estimated fair value of the contingent consideration resulting from an acquisition (See Note 14). The fair value of the contingent consideration was determined using a Monte-Carlo simulation model. Key assumptions for the Monte-Carlo simulation model include expected revenues, expected volatility, risk-free rate and other factors. There were no transfers of financial assets between levels within the fair value hierarchy during 2020.
Valuation of GNMA and Other U.S. Government Agency Securities
All of the Company's investments in GNMA, FHLB and other U.S. government agency securities are held in accounts at well-established financial institutions. The Company's selection of a financial institution for the purpose of purchasing securities considered a number of various factors including, but not limited to, securities pricing policies and procedures utilized by that financial institution. Each financial institution utilizes the services of independent pricing vendors. These vendors utilize evaluated and industry accepted pricing models that vary by asset class and incorporate available trade, bid and other market information to determine the fair value of the securities. The market inputs, listed in approximate order of priority, include: benchmark yields, reported trade, broker/dealer quotes, issuer spreads, two-sided markets, benchmark securities, bids, offers and reference data. The Company evaluated the information regarding the pricing methodologies and processes utilized by the independent pricing vendors during the selection process of the financial institution. The Company analyzed this information for the purpose of classifying the securities into the appropriate level within the fair value hierarchy and to ensure that each pricing model for each asset class provided the fair value of those specific securities in accordance with generally accepted accounting principles. The Company continually monitors the price of each security for any unanticipated deviations from the previously quoted price. In the event of any significant unanticipated deviations in a security's price, additional analysis is conducted. The Company's investments in GNMA, FHLB and other U.S. government agency securities have been recorded at the prices provided by the independent pricing vendor without adjustment.
The fair value of certain financial assets and liabilities of the Company was determined using the following inputs:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fair Value Measurements at Reporting Date Using
|
|
|
|
December 31, 2020
|
|
Quoted Prices in
Active Markets
for Identical
Assets
(Level 1)
|
|
Significant
Other
Observable
Inputs
(Level 2)
|
|
Assets
|
|
|
|
|
|
|
|
Equity securities
|
|
$
|
12,142
|
|
|
$
|
12,142
|
|
|
$
|
—
|
|
|
Available-for-sale debt securities
|
|
93,277
|
|
|
—
|
|
|
93,277
|
|
|
Fixed-income securities owned
|
|
34,064
|
|
|
—
|
|
|
34,064
|
|
|
Investment funds sponsored by LSV (1)
|
|
6,166
|
|
|
|
|
|
|
|
|
$
|
145,649
|
|
|
$
|
12,142
|
|
|
$
|
127,341
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fair Value Measurements at Reporting Date Using
|
|
|
|
December 31, 2019
|
|
Quoted Prices in
Active Markets
for Identical
Assets
(Level 1)
|
|
Significant
Other
Observable
Inputs
(Level 2)
|
|
Assets
|
|
|
|
|
|
|
|
Equity securities
|
|
$
|
12,119
|
|
|
$
|
12,119
|
|
|
$
|
—
|
|
|
Available-for-sale debt securities
|
|
104,798
|
|
|
—
|
|
|
104,798
|
|
|
Fixed-income securities owned
|
|
33,486
|
|
|
—
|
|
|
33,486
|
|
|
Investment funds sponsored by LSV (1)
|
|
5,988
|
|
|
|
|
|
|
|
|
$
|
156,391
|
|
|
$
|
12,119
|
|
|
$
|
138,284
|
|
(1) The fair value amounts presented in the tables above are intended to permit reconciliation of the fair value hierarchy to the amounts presented on the accompanying Consolidated Balance Sheets (See Note 5).
Note 5 – Marketable Securities
The Company's marketable securities include investments in money market funds and commercial paper classified as cash equivalents, available-for-sale debt securities, investments in SEI-sponsored and non-SEI-sponsored mutual funds, equities, investments in funds sponsored by LSV and securities owned by SIDCO.
Cash Equivalents
The Company's investments in money market funds and commercial paper classified as cash equivalents had a fair value of $462,624 and $543,765 at December 31, 2020 and 2019, respectively. There were no material unrealized or realized gains or losses from these investments during 2020 and 2019.
Available For Sale and Equity Securities
Available For Sale and Equity Securities on the accompanying Consolidated Balance Sheets consist of:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
At December 31, 2020
|
|
|
|
Cost
|
|
Gross
Unrealized
Gains
|
|
Gross
Unrealized
(Losses)
|
|
Fair
Value
|
|
Available for sale debt securities
|
|
$
|
91,262
|
|
|
$
|
2,015
|
|
|
$
|
—
|
|
|
$
|
93,277
|
|
|
SEI-sponsored mutual funds
|
|
6,866
|
|
|
382
|
|
|
—
|
|
|
7,248
|
|
|
Equities and other mutual funds
|
|
4,421
|
|
|
473
|
|
|
—
|
|
|
4,894
|
|
|
|
|
$
|
102,549
|
|
|
$
|
2,870
|
|
|
$
|
—
|
|
|
$
|
105,419
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
At December 31, 2019
|
|
|
|
Cost
|
|
Gross
Unrealized
Gains
|
|
Gross
Unrealized
(Losses)
|
|
Fair
Value
|
|
Available for sale debt securities
|
|
$
|
104,193
|
|
|
$
|
605
|
|
|
$
|
—
|
|
|
$
|
104,798
|
|
|
SEI-sponsored mutual funds
|
|
7,564
|
|
|
125
|
|
|
(39)
|
|
|
7,650
|
|
|
Equities and other mutual funds
|
|
3,637
|
|
|
832
|
|
|
—
|
|
|
4,469
|
|
|
|
|
$
|
115,394
|
|
|
$
|
1,562
|
|
|
$
|
(39)
|
|
|
$
|
116,917
|
|
Net unrealized holding gains at December 31, 2020 of the Company's available-for-sale debt securities were $1,551 (net of income tax expense of $464). Net unrealized losses at December 31, 2019 of the Company's available-for-sale debt securities were $465 (net of income tax benefit of $140). These net unrealized gains and losses are reported as a separate component of Accumulated other comprehensive loss on the accompanying Consolidated Balance Sheets.
There were gross realized losses of $902 and $493 from available-for-sale debt securities during 2020 and 2019, respectively. There were no gross realized gains from available-for-sale debt securities during 2020 and 2019. Realized losses from available-for-sale debt securities, including amounts reclassified from accumulated comprehensive loss, are reflected in Net (loss) gain from investments on the accompanying Consolidated Statements of Operations.
There were gross realized gains of $1,100 and gross realized losses of $250 from mutual funds and equities during 2020. In 2019, there were gross realized gains of $297 and gross realized losses of $48 from mutual funds and equities. Gains
and losses from mutual funds and equities are reflected in Net (loss) gain from investments on the accompanying Consolidated Statements of Operations.
Investments in Affiliated Funds
The Company has an investment in funds sponsored by LSV. The Company records this investment on the accompanying Consolidated Balance Sheets at fair value. Unrealized gains and losses from the change in fair value of these funds are recognized in Net (loss) gain from investments on the accompanying Consolidated Statements of Operations.
The funds had a fair value of $6,166 and $5,988 at December 31, 2020 and 2019, respectively. The Company recognized gains of $178 and $1,101 from the change in fair value of the funds during 2020 and 2019, respectively. The Company recognized losses of $1,147 from the change in fair value of the funds during 2018.
Securities Owned
The Company’s broker-dealer subsidiary, SIDCO, has investments in U.S. government agency securities with maturity dates less than one year. These investments are reflected as Securities owned on the accompanying Consolidated Balance Sheets. Due to specialized accounting practices applicable to investments by broker-dealers, the securities are reported at fair value and changes in fair value are recorded in current period earnings. The securities had a fair value of $34,064 and $33,486 at December 31, 2020 and 2019, respectively. There were no material net gains or losses from the change in fair value of the securities during 2020, 2019 and 2018.
Note 6 – Line of Credit
The Company has a five-year $300,000 Credit Agreement (the Credit Facility) with Wells Fargo Bank, National Association (Wells Fargo) and a syndicate of other lenders. The Credit Facility is scheduled to expire in June 2021, at which time any aggregate principal amount of loans outstanding becomes payable in full. Any borrowings made under the Credit Facility will accrue interest at rates that, at the Company's option, are based on a base rate (the Base Rate) plus a premium that can range from 0.25 percent to 1.00 percent or the London InterBank Offered Rate (LIBOR) plus a premium that can range from 1.25 percent to 2.00 percent depending on the Company’s Leverage Ratio (a ratio of consolidated indebtedness to consolidated EBITDA for the four preceding fiscal quarters, all as defined in the related agreement). The Base Rate is defined as the highest of a) the Federal Funds Rate, as published by the Federal Reserve Bank of New York, plus 0.50 percent, b) the prime commercial lending rate of Wells Fargo, c) the applicable LIBOR plus 1.00 percent, or d) 0 percent. The Company also pays quarterly commitment fees based on the unused portion of the Credit Facility. The quarterly fees for the Credit Facility can range from 0.15 percent of the amount of the unused portion to 0.30 percent, depending on the Company’s Leverage Ratio. Certain wholly-owned subsidiaries of the Company have guaranteed the obligations of the Company under the agreement. The aggregate amount of the Credit Facility may be increased by an additional $100,000 under certain conditions set forth in the agreement. The Company may issue up to $15,000 in letters of credit under the terms of the Credit Facility. The Company pays a periodic commission fee of 1.250 percent plus a fronting fee of 0.175 percent of the aggregate face amount of the outstanding letters of credit issued under the Credit Facility.
The Credit Facility contains covenants that restrict the ability of the Company to engage in mergers, consolidations, asset sales, investments, transactions with affiliates, or to incur liens, as defined in the agreement. In the event of a default under the Credit Facility, the Company would also be restricted from paying dividends on, or repurchasing, its common stock without the approval of the lenders. None of the covenants of the Credit Facility negatively affect the Company’s liquidity or capital resources. Upon the occurrence of certain financial or economic events, significant corporate events, or certain other events of default constituting an event of default under the Credit Facility, all loans outstanding may be declared immediately due and payable and all commitments under the agreement may be terminated.
As of December 31, 2020, the Company had outstanding letters of credit of $4,630 under the Credit Facility. These letters of credit were issued primarily for the expansion of the Company's headquarters and are scheduled to expire during 2021. The amount of the Credit Facility that is available for general corporate purposes as of December 31, 2020 was $295,370. The Company was in compliance with all covenants of the Credit Facility during 2020.
The Company incurred $609, $630 and $645 in interest charges and commitment fees relating to its line of credit during 2020, 2019 and 2018, respectively, which are reflected in Interest expense on the accompanying Consolidated Statements of Operations.
Note 7 – Shareholders’ Equity
Stock-Based Compensation
The Company's active equity compensation plan, the 2014 Omnibus Equity Compensation Plan (the 2014 Plan), is the successor plan to the 2007 Equity Compensation Plan (the 2007 Plan) which was merged with and into the 2014 Plan in May 2014. Outstanding grants under the 2007 Plan will continue according to the terms in effect before the plan merger, but the outstanding shares will be issued or transferred under the 2014 Plan. The 2014 Plan provides for the grant of stock options, stock units, stock awards, stock appreciation rights, dividend equivalents and other stock-based awards. Permitted grantees under the 2014 Plan include employees, non-employee directors and consultants who perform services for the Company. The plan is administered by the Compensation Committee of the Board of Directors of the Company. The Company has only non-qualified stock options outstanding under the 2014 Plan.
All outstanding stock options have performance-based vesting provisions that tie the vesting of stock options to the Company’s financial performance which are established at the time of grant. The Company’s stock options vest at a rate of 50 percent when a specified financial vesting target is achieved, and the remaining 50 percent when a second, higher-specified financial vesting target is achieved. Options do not vest due to the passage of time but as a result of achievement of the financial vesting targets. Options granted in December 2017 and thereafter include a service condition which requires a minimum two or four year waiting period from the grant date along with the attainment of the applicable financial vesting target. The targets are measured annually on December 31. The amount of stock-based compensation expense recognized in the period is based upon management’s estimate of when the financial vesting targets may be achieved. Any change in management’s estimate could result in the remaining amount of stock-based compensation expense to be accelerated, spread out over a longer period, or reversed. This may cause volatility in the recognition of stock-based compensation expense in future periods and could materially affect the Company’s earnings.
The Company uses the Black-Scholes option pricing model to determine the fair value of stock options. The determination of the fair value of stock options on the date of grant using an option-pricing model is affected by the price of the Company’s common stock as well as other variables. These variables include expected stock price volatility over the term of the awards, actual and projected employee stock exercise behaviors, risk-free interest rate and expected dividends. The Company primarily uses historical data to estimate the variables used in the option-pricing model except expected volatility. The Company uses a combination of historical and implied volatility. The Company accounts for forfeitures as they occur.
The weighted average fair value of the Company’s stock options granted during 2020, 2019 and 2018 were $13.53, $13.94 and $13.04, respectively, using the following assumptions:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2020
|
|
2019
|
|
2018
|
|
Expected term (in years)
|
|
5.79
|
|
5.53
|
|
6.34
|
|
Expected volatility
|
|
29.02
|
%
|
|
23.36
|
%
|
|
25.27
|
%
|
|
Expected dividend yield
|
|
1.29
|
%
|
|
1.10
|
%
|
|
1.35
|
%
|
|
Risk-free interest rate
|
|
0.62
|
%
|
|
1.80
|
%
|
|
2.75
|
%
|
The Company recognized stock-based compensation expense in its Consolidated Financial Statements in 2020, 2019 and 2018 as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2020
|
|
2019
|
|
2018
|
|
Stock-based compensation expense
|
|
$
|
27,014
|
|
|
$
|
24,582
|
|
|
$
|
23,805
|
|
|
Less: Deferred tax benefit
|
|
(5,182)
|
|
|
(4,814)
|
|
|
(5,078)
|
|
|
Stock-based compensation expense, net of tax
|
|
$
|
21,832
|
|
|
$
|
19,768
|
|
|
$
|
18,727
|
|
The Company revised its estimates of when some vesting targets are expected to be achieved. The change in management's estimate during 2020 resulted in a decrease of $2,659 in stock-based compensation. The changes in management’s estimates during 2019 and 2018 resulted in an increase of $2,903 and $1,909, respectively, in stock-based compensation expense.
As of December 31, 2020, there was approximately 11,854,000 unvested employee stock options with an unrecognized compensation cost of $112,593 that the Company expects will vest and be expensed through 2024 with a weighted average period of 1.7 years.
This table presents certain information relating to the Company’s stock option plans for 2020, 2019 and 2018:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Number of
Shares
|
|
Weighted
Average Price
|
|
Balance as of December 31, 2017
|
|
16,712,000
|
|
|
$
|
37.63
|
|
|
Granted
|
|
2,468,000
|
|
|
49.94
|
|
|
Exercised
|
|
(3,232,000)
|
|
|
25.93
|
|
|
Expired or canceled
|
|
(135,000)
|
|
|
49.58
|
|
|
Balance as of December 31, 2018
|
|
15,813,000
|
|
|
$
|
41.84
|
|
|
Granted
|
|
2,480,000
|
|
|
64.04
|
|
|
Exercised
|
|
(2,243,000)
|
|
|
25.27
|
|
|
Expired or canceled
|
|
(344,000)
|
|
|
55.07
|
|
|
Balance as of December 31, 2019
|
|
15,706,000
|
|
|
$
|
47.43
|
|
|
Granted
|
|
4,529,000
|
|
|
56.54
|
|
|
Exercised
|
|
(1,563,000)
|
|
|
28.83
|
|
|
Expired or canceled
|
|
(177,000)
|
|
|
55.76
|
|
|
Balance as of December 31, 2020
|
|
18,495,000
|
|
|
$
|
51.15
|
|
|
|
|
|
|
|
|
Exercisable as of December 31, 2020
|
|
6,641,000
|
|
|
$
|
39.35
|
|
|
Available for future grant as of December 31, 2020
|
|
15,287,000
|
|
|
|
As of December 31, 2020 and 2019, there were 6,641,000 and 8,214,000 shares exercisable, respectively. The expiration dates for options outstanding at December 31, 2020 range from December 13, 2021 to December 8, 2030 with a weighted average remaining contractual life of 6.9 years.
Upon exercise of stock options, the Company will issue new shares of its common shares. The Company does not hold any shares in treasury. The total intrinsic value of options exercised during 2020 and 2019 was $46,426 and $74,163, respectively. The total options exercisable as of December 31, 2020 had an intrinsic value of $120,357. The total options outstanding as of December 31, 2020 had an intrinsic value of $158,204. The total intrinsic value for options outstanding and options exercisable is calculated as the difference between the market value of the Company’s common stock as of December 31, 2020 and the exercise price of the shares. The market value of the Company’s common stock as of December 31, 2020 was $57.47 as reported by the Nasdaq Stock Market, LLC.
This table summarizes information relating to all options outstanding and exercisable at December 31, 2020:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Options Outstanding at December 31, 2020
|
|
Options Exercisable at December 31, 2020
|
|
Range of Exercise Prices (Per Share)
|
Number of Shares
|
|
Weighted Average
Exercise Price
(Per Share)
|
|
Weighted Average
Remaining
Contractual
Life (Years)
|
|
Number of Shares
|
|
Weighted Average
Exercise Price
(Per Share)
|
|
Weighted Average
Remaining
Contractual
Life (Years)
|
|
$
|
15.77
|
|
-
|
$
|
21.05
|
|
665,000
|
|
|
$
|
15.79
|
|
|
0.95
|
|
665,000
|
|
|
$
|
15.79
|
|
|
0.95
|
|
22.45
|
|
-
|
23.86
|
|
944,000
|
|
|
22.45
|
|
|
1.95
|
|
944,000
|
|
|
22.45
|
|
|
1.95
|
|
27.03
|
|
-
|
40.64
|
|
2,699,000
|
|
|
37.35
|
|
|
3.49
|
|
1,857,000
|
|
|
35.85
|
|
|
3.29
|
|
45.99
|
|
-
|
56.60
|
|
8,398,000
|
|
|
62.57
|
|
|
8.09
|
|
3,170,000
|
|
|
51.34
|
|
|
5.53
|
|
57.48
|
|
-
|
71.12
|
|
5,789,000
|
|
|
49.76
|
|
|
8.08
|
|
5,000
|
|
|
63.50
|
|
|
6.82
|
|
|
|
|
18,495,000
|
|
|
|
|
|
|
6,641,000
|
|
|
|
|
|
Employee Stock Purchase Plan
The Company has an employee stock purchase plan that provides for offerings of common stock to eligible employees at a price equal to 85 percent of the fair market value of the stock at the end of the stock purchase period, as defined. The Company has reserved 15,652,000 shares for issuance under this plan. At December 31, 2020, 12,225,000 cumulative shares have been issued. There were no material costs incurred by the Company related to the employee stock purchase plan in 2020, 2019 and 2018.
Common Stock Buyback
The Board of Directors, under multiple authorizations, has authorized the purchase of the Company’s common stock on the open market or through private transactions. As of December 31, 2020, the Company had approximately $192,827 of authorization remaining for the purchase of common stock. The following table provides the total number of shares repurchased and the related total costs in 2020, 2019 and 2018:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year
|
|
Total Number of
Shares Repurchased
|
|
Total Cost
|
|
2020
|
|
8,008,000
|
|
|
$
|
424,702
|
|
|
2019
|
|
6,225,000
|
|
|
348,348
|
|
|
2018
|
|
6,744,000
|
|
|
404,759
|
|
The Company immediately retires its common stock when purchased. Upon retirement, the Company reduces Capital in excess of par value for the average capital per share outstanding and the remainder is charged against Retained earnings. If the Company reduces its Retained earnings to zero, any subsequent purchases of common stock will be charged entirely to Capital in excess of par value.
Cash Dividends
On June 3, 2020, the Board of Directors declared a cash dividend of $0.35 per share on the Company’s common stock, which was paid on June 23, 2020, to shareholders of record on June 15, 2020. On December 8, 2020, the Board of Directors declared a cash dividend of $0.37 per share on the Company’s common stock, which was paid on January 7, 2021, to shareholders of record on December 21, 2020.
The cash dividends declared in 2020, 2019 and 2018 were $104,588, $102,435 and $97,900, respectively. The Board of Directors has indicated its intention to declare future cash dividends on a semiannual basis.
Note 8 – Accumulated Other Comprehensive Income (Loss)
Other comprehensive income (loss) consists of net income and other gains and losses affecting shareholders’ equity that are excluded from net income. Other comprehensive income (loss) includes unrealized gains and losses on available for sale debt securities and foreign currency translation adjustments. The Company presents other comprehensive income (loss) in its Consolidated Statements of Comprehensive Income. Components of Accumulated other comprehensive income (loss), net of tax, consisted of:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Foreign
Currency
Translation
Adjustments
|
|
Unrealized
Holding
Gains (Losses)
on Investments
|
|
Accumulated
Other
Comprehensive
Income (Loss)
|
|
Balance, January 1, 2018
|
|
$
|
(19,522)
|
|
|
$
|
(386)
|
|
|
$
|
(19,908)
|
|
|
|
|
|
|
|
|
|
|
Other comprehensive loss before reclassifications
|
|
(12,065)
|
|
|
(1,088)
|
|
|
(13,153)
|
|
|
Amounts reclassified from accumulated other comprehensive loss
|
|
—
|
|
|
61
|
|
|
61
|
|
|
Net current-period other comprehensive loss
|
|
(12,065)
|
|
|
(1,027)
|
|
|
(13,092)
|
|
|
|
|
|
|
|
|
|
|
Balance, December 31, 2018
|
|
$
|
(31,587)
|
|
|
$
|
(1,413)
|
|
|
$
|
(33,000)
|
|
|
|
|
|
|
|
|
|
|
Other comprehensive income before reclassifications
|
|
7,618
|
|
|
1,486
|
|
|
9,104
|
|
|
Amounts reclassified from accumulated other comprehensive loss
|
|
—
|
|
|
392
|
|
|
392
|
|
|
Net current-period other comprehensive income
|
|
7,618
|
|
|
1,878
|
|
|
9,496
|
|
|
|
|
|
|
|
|
|
|
Balance, December 31, 2019
|
|
$
|
(23,969)
|
|
|
$
|
465
|
|
|
$
|
(23,504)
|
|
|
|
|
|
|
|
|
|
|
Other comprehensive income before reclassifications
|
|
5,620
|
|
|
374
|
|
|
5,994
|
|
|
Amounts reclassified from accumulated other comprehensive loss
|
|
—
|
|
|
712
|
|
|
712
|
|
|
Net current-period other comprehensive income
|
|
5,620
|
|
|
1,086
|
|
|
6,706
|
|
|
|
|
|
|
|
|
|
|
Balance, December 31, 2020
|
|
$
|
(18,349)
|
|
|
$
|
1,551
|
|
|
$
|
(16,798)
|
|
Note 9 – Employee Benefit Plan
The Company has a tax-qualified defined contribution plan (the Plan). The Plan provides retirement benefits, including provisions for early retirement and disability benefits, as well as a tax-deferred savings feature. After satisfying certain requirements, participants are vested in employer contributions at the time the contributions are made. All Company contributions are discretionary and are made from available profits. The Company contributed $14,087, $12,923 and $12,362 to the Plan in 2020, 2019 and 2018, respectively.
Note 10 – Commitments and Contingencies
The Company leases software, facilities, and equipment under non-cancelable operating leases, some which contain escalation clauses for increased taxes and operating expenses. The Company has entered into maintenance agreements primarily for its equipment. Rent expense, primarily related to user licenses for software, was $41,091, $33,600 and $34,679 in 2020, 2019 and 2018, respectively.
The aggregate noncancellable minimum commitments at December 31, 2020 are:
|
|
|
|
|
|
|
|
Year
|
Aggregate Noncancellable Minimum Commitments
|
|
2021
|
$
|
9,183
|
|
|
2022
|
8,917
|
|
|
2023
|
8,922
|
|
|
2024
|
7,252
|
|
|
2025 and thereafter
|
11,172
|
|
|
|
$
|
45,446
|
|
In the ordinary course of business, the Company from time to time enters into contracts containing indemnification obligations of the Company. These obligations may require the Company to make payments to another party upon the occurrence of certain events including the failure by the Company to meet its performance obligations under the contract. These contractual indemnification provisions are often standard contractual terms of the nature customarily found in the type of contracts entered into by the Company. In many cases, there are no stated or notional amounts included in the indemnification provisions. There are no amounts reflected on the Consolidated Balance Sheets as of December 31, 2020 and 2019 related to these indemnifications.
Stanford Trust Company Litigation
SEI has been named in seven lawsuits filed in Louisiana courts; four of the cases also name SPTC as a defendant. The underlying allegations in all actions relate to the purported role of SPTC in providing back-office services to Stanford Trust Company. The complaints allege that SEI and SPTC participated in some manner in the sale of “certificates of deposit” issued by Stanford International Bank so as to be a “seller” of the certificates of deposit for purposes of primary liability under the Louisiana Securities Law or so as to be secondarily liable under that statute for sales of certificates of deposit made by Stanford Trust Company. Two of the actions also include claims for violations of the Louisiana Racketeering Act and possibly conspiracy, and a third also asserts claims of negligence, breach of contract, breach of fiduciary duty, violations of the uniform fiduciaries law, negligent misrepresentation, detrimental reliance, violations of the Louisiana Racketeering Act, and conspiracy.
The procedural status of the seven cases varies. The Lillie case, filed originally in the 19th Judicial District Court for the Parish of East Baton Rouge, was brought as a class action and is procedurally the most advanced of the cases. SEI and SPTC filed exceptions, which the Court granted in part, dismissing claims under the Louisiana Unfair Trade Practices Act and permitting the claims under the Louisiana Securities Law to go forward. On March 11, 2013, newly-added insurance carrier defendants removed the case to the United States District Court for the Middle District of Louisiana. On August 7, 2013, the Judicial Panel on Multidistrict Litigation transferred the matter to the Northern District of Texas where MDL 2099, In re: Stanford Entities Securities Litigation (“the Stanford MDL”), is pending. On September 22, 2015, the District Court on the motion of SEI and SPTC dismissed plaintiffs’ claims for primary liability under Section 714(A) of the Louisiana Securities Law, but declined to dismiss plaintiffs’ claims for secondary liability under Section 714(B) of the Louisiana Securities Law based on the allegations pled by plaintiffs. On November 4, 2015, the District Court granted SEI and SPTC's motion to dismiss plaintiffs' claims under Section 712(D) of the Louisiana Securities Law. Consequently, the only claims of plaintiffs remaining in Lillie are plaintiffs' claims for secondary liability against SEI and SPTC under Section 714(B) of the Louisiana Securities Law. On May 2, 2016, the District Court certified the class as being "all persons for whom Stanford Trust Company purchased or renewed Stanford Investment Bank Limited certificates of deposit in
Louisiana between January 1, 2007 and February 13, 2009". Notice of the pendency of the class action was mailed to potential class members on October 4, 2016.
On December 1, 2016, a group of plaintiffs who opted out of the Lillie class filed a complaint against SEI and SPTC in the United States District Court in the Middle District of Louisiana (“Ahders Complaint”), alleging claims essentially the same as those in Lillie. In January 2017, the Judicial Panel on Multidistrict Litigation transferred the Ahders proceeding to the Northern District of Texas and the Stanford MDL. During February 2017, SEI and SPTC filed their response to the Ahders Complaint, and in March 2017 the District Court for the Northern District of Texas approved the stipulated dismissal of all claims in this Complaint predicated on Section 712(D) or Section 714(A) of the Louisiana Securities Law. In both cases, as a result of the proceedings in the Northern District of Texas, only the plaintiffs’ secondary liability claims under Section 714(B) of the Louisiana Securities Law remain. Limited discovery and motions practice have occurred, including SEI and SPTC’s filing of a dispositive summary judgment motion in the Lillie proceeding. On January 31, 2019, the Judicial Panel on Multidistrict Litigation remanded the Lillie and Ahders proceedings to the Middle District of Louisiana.
With respect to the Lillie proceeding, on July 9, 2019, the District Court issued an order granting SEI’s Summary Judgment Motion to dismiss the remaining Section 714(B) claim and denying Plaintiffs’ Motion for Continuance of SEI and SPTC’s Motion for Summary Judgment pursuant to Rule 56(d). On July 17, 2019, Plaintiffs filed a Motion for Reconsideration and/or New Trial. The Court denied Plaintiffs’ Motion for Reconsideration and/or New Trial and entered a Final Judgment in favor of SEI and SPTC on August 15, 2019. On August 27, 2019, Plaintiffs-Appellants filed a Notice of Appeal to the United States Court of Appeals for the Fifth Circuit of the District Court's dismissal of the Lillie matter. On November 20, 2019, Plaintiffs-Appellants filed a Motion in Support of the Notice of Appeal. On January 17, 2020, SEI and SPTC timely filed their brief in opposition to the Plaintiffs-Appellants' motion for appeal. On February 7, 2020, Plaintiffs- Appellants filed their reply brief. The parties are currently waiting for oral argument to be scheduled.
With respect to the Ahders proceeding, on July 16, 2019, SEI and SPTC filed a Motion for Summary Judgment pursuant to Rule 56(d) to have the remaining Section 714(B) claim dismissed. On January 24, 2020, the District Court issued an order granting SEI’s Summary Judgment Motion to dismiss the remaining Section 714(B) claim. On March 17, 2020, Plaintiffs-Appellants filed a Notice of Appeal to the United States Court of Appeals for the Fifth Circuit of the District Court's dismissal of the Ahders matter. On December 3, 2020, the United States Court of Appeals for the Fifth Circuit unanimously affirmed the District Court’s order granting summary judgment in favor SEI and the Insurer Defendants in the Adhers matter.
Another case, filed in the 23rd Judicial District Court for the Parish of Ascension, also was removed to federal court and transferred by the Judicial Panel on Multidistrict Litigation to the Northern District of Texas and the Stanford MDL. The schedule for responding to that Complaint has not yet been established.
Two additional cases remain in the Parish of East Baton Rouge. Plaintiffs filed petitions in 2010 and have granted SEI and SPTC indefinite extensions to respond. No material activity has taken place since.
In two additional cases, filed in East Baton Rouge and brought by the same counsel who filed the Lillie action, virtually all of the litigation to date has involved motions practice and appellate litigation regarding the existence of federal subject matter jurisdiction under the federal Securities Litigation Uniform Standards Act (SLUSA). The matters were removed to the United States District Court for the Northern District of Texas and consolidated. The court then dismissed the action under SLUSA. The Court of Appeals for the Fifth Circuit reversed that order, and the Supreme Court of the United States affirmed the Court of Appeals judgment on February 26, 2014. The matters were remanded to state court and no material activity has taken place since that date.
While the outcome of this litigation remains uncertain, SEI and SPTC believe that they have valid defenses to plaintiffs' claims and intend to defend the lawsuits vigorously. Because of uncertainty in the make-up of the Lillie class, the specific theories of liability that may survive a motion for summary judgment or other dispositive motion, the relative lack of discovery regarding damages, causation, mitigation and other aspects that may ultimately bear upon loss, the Company is not reasonably able to provide an estimate of loss, if any, with respect to the foregoing lawsuits.
SS&C Advent Litigation
On February 28, 2020, SEI Global Services, Inc. ("SGSI"), a wholly-owned subsidiary of the Company, filed a complaint under seal in the United States District Court for the Eastern District of Pennsylvania against SS&C Advent ("Advent") and SS&C Technologies Holdings, Inc. ("SS&C") alleging that SS&C and Advent breached the terms of the contract between the parties (the “SLSA”) and asking the Court to hold SS&C and Advent to their bargained-for obligations (the "Advent Matter"). In addition to Breach of Contract, the complaint also includes counts for Declaratory Judgment, Tortious Interference with Existing and Prospective Contractual Relations, Violation of the New York General Business Law Section 349, Violations of Section 2 of the Sherman Antitrust Act, Promissory Estoppel and Breach of the Covenant of Good Faith
and Fair Dealing. SGSI seeks various forms of relief, including declaratory judgment, specific performance under the SLSA, and monetary damages, including treble damages and attorney’s fees.
Following various procedural actions, including an amendment of SGSI’s complaint to include additional breach of contract claims, Advent filed a motion to dismiss SGSI’s compliant.
On October 23, 2020, the United States District Court for the Eastern District of Pennsylvania dismissed SEI’s federal anti-trust claim and declined to rule on the state law breach of contract or tortious on the basis that in the absence of the anti-trust claim, the court had no jurisdiction over the state law claims. SGSI has appealed the dismissal of the federal anti-trust claims to the Third Circuit Court of Appeals, which is currently pending.
Upon the dismissal of the federal anti-trust claim, on October 23, 2020, each of Advent and SGSI filed competing lawsuits in New York and Pennsylvania, respectively, to litigate the remaining breach contract and tortious interference of contract claims. Additionally, SGSI made a motion for injunctive relief to ensure that Advent provided SGSI with access to the Geneva, Moxy and APX software modules as SGSI believes is required pursuant to the terms of a valid contract. Although SGSI had the right to litigate the matter in the Pennsylvania Commonwealth courts and had moved to dismiss Advent’s New York action so that the dispute could proceed in SGSI’s designated forum, critical timing imperatives related to access to the relevant software led SGSI to consent to the jurisdiction of the New York court and litigate the matter in that forum. SEI filed counterclaims in New York against Advent and SS&C that are materially the same as its affirmative claims pled in Pennsylvania. There is effectively no material difference in the claims, defenses, or burdens of proof for either of Advent, as the plaintiff, or SGSI, as defendant, in New York courts, or in Pennsylvania with the roles of plaintiff and defendant reversed.
On January 13, 2021, Judge Borrok of the Supreme Court of the State of New York, New York, granted SGSI’s motion for injunctive relief and issued an Order in which he characterized the basis for Advent’s claim for breach of contract as appearing to be “pre-textual” and found that SGSI’s claims for breach of contract would likely succeed on the merits. Judge Borrok granted SGSI’s motion for injunctive relief, precluding Advent from:
Dishonoring their contractual obligations and commitments under the SLSA, including, denying licenses, rights, and privileges under the SLSA;
Failing to provide new license keys for the license keys due to Geneva, Moxy, and APX, and other software products licensed pursuant to the SLSA (such new license keys to be provided no later than January 15, 2021 at 10 A.M.);
Denying to SEI any and all access to the Geneva, Moxy, and APX software and related modules as are reasonably necessary to provide access to such software to SGSI’s clients; and
Denying to SGSI any and all support, maintenance and technical support services for Geneva, Moxy, and APX.
Advent provided SEI with the necessary access to the Geneva, Moxy and APX software modules on January 14, 2021. These have been tested, verified and are now running in the SEI production environment.
On January 15, 2021, Advent appealed Judge Borrok’s order granting SGSI’s motion for preliminary injunctive relief to the Appellate Division of the Supreme Court of the State of New York, First Department.
SEI does not believe that it will have to change providers under the current terms of the SLSA and that the process of litigating its rights under this contract may be a multi-year process. Consequently, SEI does not believe that the Advent Matter will create any consequence to the services SGSI provides to SEI’s clients in the near term. SEI believes that it has alternatives available to it that will enable it to continue to provide currently provided services to its clients in all material respects in the unlikely event that there ultimately is a negative outcome in the Advent Matter.
SEI believes SGSI has a strong basis for proving the actions it alleges in the Advent Matter and defeating Advent’s defenses thereto, and looks forward to the opportunity to continue to assert its rights under contract and pursue relief for what SEI believes may be business tort violations. SEI expects the financial impact of litigating the Advent Matter to be immaterial.
Other Matters
The Company is also a party to various other actions and claims arising in the normal course of business that the Company does not believe are material. The Company believes that the ultimate resolution of these matters will not have a material adverse effect on the Company's financial position or the manner in which the Company conducts its business. Currently, the Company does not believe the amount of losses associated with these matters can be estimated. While the Company does not believe that the amount of such losses will, when liquidated or estimable, be material to its financial position, the assumptions may be incorrect and any such loss could have a material adverse effect on the Company's
results of operations or the manner in which the Company conducts its business in the period(s) during which the underlying matters are resolved.
Note 11 – Income Taxes
The federal and state and foreign income tax provision is summarized as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31,
|
|
2020
|
|
2019
|
|
2018
|
|
Current
|
|
|
|
|
|
|
|
Federal
|
|
$
|
92,649
|
|
|
$
|
100,986
|
|
|
$
|
82,493
|
|
|
State
|
|
21,479
|
|
|
19,902
|
|
|
13,709
|
|
|
Foreign
|
|
8,256
|
|
|
11,722
|
|
|
8,405
|
|
|
|
|
122,384
|
|
|
132,610
|
|
|
104,607
|
|
|
Deferred
|
|
|
|
|
|
|
|
Federal
|
|
(701)
|
|
|
(1,635)
|
|
|
2,550
|
|
|
State
|
|
(275)
|
|
|
(960)
|
|
|
1,166
|
|
|
Foreign
|
|
—
|
|
|
—
|
|
|
15
|
|
|
|
|
(976)
|
|
|
(2,595)
|
|
|
3,731
|
|
|
Total income taxes
|
|
$
|
121,408
|
|
|
$
|
130,015
|
|
|
$
|
108,338
|
|
Annual tax provisions include amounts considered sufficient to pay assessments that may result from examination of prior year tax returns; however, the amount ultimately paid upon resolution of issues raised may differ materially from the amount accrued. The examination and the resolution process may last longer than one year.
The components of Income before income taxes are summarized as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31,
|
|
2020
|
|
2019
|
|
2018
|
|
Domestic
|
|
$
|
517,451
|
|
|
$
|
565,842
|
|
|
$
|
579,622
|
|
|
Foreign
|
|
51,243
|
|
|
65,599
|
|
|
34,584
|
|
|
|
|
$
|
568,694
|
|
|
$
|
631,441
|
|
|
$
|
614,206
|
|
The Company's foreign income is primarily earned in Canada, the Republic of Ireland and the United Kingdom. The increase in the Company's foreign income during 2019 is primarily due to the increase of income from certain foreign subsidiaries subject to tax in non-U.S. jurisdictions.
The effective income tax rate differs from the federal income tax statutory rate due to the following:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31,
|
2020
|
|
2019
|
|
2018
|
|
Statutory rate
|
21.0
|
%
|
|
21.0
|
%
|
|
21.0
|
%
|
|
State taxes, net of federal tax benefit
|
3.0
|
|
|
2.4
|
|
|
1.9
|
|
|
Foreign tax expense and tax rate differential
|
(0.4)
|
|
|
—
|
|
|
(0.1)
|
|
|
Tax benefit from stock option exercises
|
(1.1)
|
|
|
(1.9)
|
|
|
(3.8)
|
|
|
Research and development tax credit
|
(1.0)
|
|
|
(1.1)
|
|
|
(0.8)
|
|
|
Foreign-Derived Intangible Income Deduction (FDII)
|
(0.3)
|
|
|
(0.2)
|
|
|
(0.2)
|
|
|
Other, net
|
0.1
|
|
|
0.4
|
|
|
(0.4)
|
|
|
|
21.3
|
%
|
|
20.6
|
%
|
|
17.6
|
%
|
The increases in the Company's effective tax rates in 2020 and 2019 were primarily due to reduced tax benefits related to the lower volume of stock option exercises as compared to the prior year and an increase in the Company's state effective tax rate partially offset by a decrease in foreign tax expense mainly related to a one time change in method for the Global Intangible Low Taxed Income (GILTI).
Deferred income taxes for 2020 and 2019 reflect the impact of temporary differences between the amount of assets and liabilities for financial reporting purposes and such amounts as measured by tax laws and regulations. Significant components of deferred tax assets and liabilities at December 31, 2020 and 2019 are as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2020
|
|
2019
|
|
Deferred Tax Assets:
|
|
|
|
|
|
Stock-based compensation expense
|
|
$
|
26,893
|
|
|
$
|
24,686
|
|
|
State net operating loss carryforward
|
|
65,114
|
|
|
67,472
|
|
|
Foreign net operating loss carryforward and other
|
|
6,634
|
|
|
6,081
|
|
|
Basis differences in investments
|
|
3,965
|
|
|
4,436
|
|
|
Federal benefit of state tax deduction for uncertain tax positions
|
|
2,255
|
|
|
2,124
|
|
|
Revenue and expense recognized in different periods for financial reporting and income tax purposes
|
|
3,025
|
|
|
1,960
|
|
|
Other assets
|
|
1,584
|
|
|
1,271
|
|
|
Total deferred income tax assets
|
|
109,470
|
|
|
108,030
|
|
|
Less: State net operating loss valuation allowance
|
|
(62,229)
|
|
|
(64,737)
|
|
|
Less: Foreign net operating loss valuation allowance
|
|
(6,547)
|
|
|
(5,994)
|
|
|
Net deferred income tax assets
|
|
$
|
40,694
|
|
|
$
|
37,299
|
|
|
|
|
|
|
|
|
Deferred Tax Liabilities:
|
|
|
|
|
|
Capitalized software currently deductible for tax purposes, net of amortization
|
|
$
|
(63,588)
|
|
|
$
|
(68,265)
|
|
|
Difference in financial reporting and income tax depreciation methods
|
|
(11,422)
|
|
|
(6,032)
|
|
|
Difference between book and tax basis of other assets
|
|
(5,747)
|
|
|
(4,593)
|
|
|
Goodwill and other intangibles
|
|
(2,462)
|
|
|
(2,170)
|
|
|
Foreign dividend withholding tax
|
|
—
|
|
|
(312)
|
|
|
Capitalized contract costs
|
|
(7,762)
|
|
|
(7,072)
|
|
|
Other liabilities
|
|
(1,900)
|
|
|
(1,755)
|
|
|
Total deferred income tax liabilities
|
|
$
|
(92,881)
|
|
|
$
|
(90,199)
|
|
|
Net deferred income tax liabilities
|
|
$
|
(52,187)
|
|
|
$
|
(52,900)
|
|
The valuation allowances against deferred tax assets at December 31, 2020 and 2019 are related to state net operating losses from certain domestic subsidiaries, foreign net operating losses from certain foreign subsidiaries and the restriction of the use of the foreign tax credits. Certain state and foreign tax statutes significantly limit the utilization of net operating losses for domestic and foreign subsidiaries. Furthermore, these net operating losses cannot be used to offset the net income of other subsidiaries.
The Company recognizes uncertain tax positions in accordance with the applicable accounting guidance and adjusts these liabilities when management’s judgment changes as a result of the evaluation of new information not previously available. Due to the complexity of some of these uncertainties, the ultimate resolution may result in a payment that is materially different from the Company's current estimate of the tax liabilities. The Company’s total unrecognized tax benefit, including interest and penalties, as of December 31, 2020 was $18,016, of which $15,761 would affect the effective tax rate if the Company were to recognize the tax benefit. The gross amount of uncertain tax liability of $6,546 is expected to be paid within one year is netted against the current payable account while the remaining amount of $11,470 is included in Other long-term liabilities on the accompanying Consolidated Balance Sheet. During the year ended December 31, 2020, the Company recognized $3,033 of previously unrecognized tax benefits relating to the lapse of the statute of limitation.
The Company files a consolidated federal income tax return and separate income tax returns with various states. Certain subsidiaries of the Company file tax returns in foreign jurisdictions. The Company is no longer subject to U.S. federal income tax examination for years before 2017 and is no longer subject to state, local or foreign income tax examinations by authorities for years before 2015.
A reconciliation of the beginning and ending amount of unrecognized tax benefit is as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2020
|
|
2019
|
|
2018
|
|
Balance as of January 1
|
|
$
|
15,356
|
|
|
$
|
14,367
|
|
|
$
|
14,480
|
|
|
Tax positions related to current year:
|
|
|
|
|
|
|
|
Gross additions
|
|
3,352
|
|
|
3,054
|
|
|
2,446
|
|
|
Tax positions related to prior years:
|
|
|
|
|
|
|
|
Gross additions
|
|
236
|
|
|
1,465
|
|
|
340
|
|
|
Settlements
|
|
—
|
|
|
(145)
|
|
|
(278)
|
|
|
Lapses on statute of limitations
|
|
(3,033)
|
|
|
(3,385)
|
|
|
(2,621)
|
|
|
Balance as of December 31
|
|
$
|
15,911
|
|
|
$
|
15,356
|
|
|
$
|
14,367
|
|
The above reconciliation of the gross unrecognized tax benefit will differ from the amount which would affect the effective tax rate because of the recognition of the federal and state tax benefits and interest and penalties.
The Company classifies all interest and penalties as income tax expense. The Company has recorded $2,105, $1,962 and $1,289 in liabilities for tax-related interest and penalties in 2020, 2019 and 2018, respectively.
The Company estimates it will recognize $6,546 of unrecognized tax benefits within the next twelve months due to lapses on the statute of limitation.
The Company includes its direct and indirect subsidiaries in its U.S. consolidated federal income tax return. The Company’s tax sharing allocation agreement provides that any subsidiary having taxable income will pay a tax liability equivalent to what that subsidiary would have paid if it filed a separate income tax return. If the separately calculated federal income tax provision for any subsidiary results in a tax loss, the current benefit resulting from such loss, to the extent utilizable on a separate return basis, is accrued and paid to that subsidiary.
Note 12 – Business Segment Information
The Company’s reportable business segments are:
Private Banks – Provides outsourced investment processing and investment management platforms to banks and trust institutions, independent wealth advisers and financial advisors worldwide;
Investment Advisors – Provides investment management and investment processing platforms to affluent investors through a network of independent registered investment advisors, financial planners and other investment professionals in the United States;
Institutional Investors – Provides OCIO solutions, including investment management and administrative outsourcing platforms to retirement plan sponsors, healthcare systems, higher education and other not-for-profit organizations worldwide;
Investment Managers – Provides investment operations outsourcing platforms to fund companies, banking institutions, traditional and non-traditional investment managers worldwide and family offices in the United States; and
Investments in New Businesses – Focuses on providing investment management solutions to ultra-high-net-worth families residing in the United States; developing network and data protection services; modularizing larger technology platforms into stand-alone components; entering new markets; and conducting other research and development activities.
In 2020, 2019 and 2018, no single customer accounted for more than 10% of revenues in any business segment.
The following tables highlight certain financial information about each of the Company’s business segments for the years ended December 31, 2020, 2019 and 2018:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Private
Banks
|
|
Investment
Advisors
|
|
Institutional
Investors
|
|
Investment
Managers
|
|
Investments
In New
Businesses
|
|
Total
|
|
|
|
For the Year Ended December 31, 2020
|
|
Revenues
|
|
$
|
455,393
|
|
|
$
|
407,564
|
|
|
$
|
317,627
|
|
|
$
|
489,462
|
|
|
$
|
14,012
|
|
|
$
|
1,684,058
|
|
|
Expenses
|
|
446,481
|
|
|
205,913
|
|
|
149,909
|
|
|
308,999
|
|
|
52,871
|
|
|
1,164,173
|
|
|
Operating profit (loss)
|
|
$
|
8,912
|
|
|
$
|
201,651
|
|
|
$
|
167,718
|
|
|
$
|
180,463
|
|
|
$
|
(38,859)
|
|
|
$
|
519,885
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Private
Banks
|
|
Investment
Advisors
|
|
Institutional
Investors
|
|
Investment
Managers
|
|
Investments
In New
Businesses
|
|
Total
|
|
|
|
For the Year Ended December 31, 2019
|
|
Revenues
|
|
$
|
470,276
|
|
|
$
|
403,778
|
|
|
$
|
322,062
|
|
|
$
|
440,796
|
|
|
$
|
12,973
|
|
|
$
|
1,649,885
|
|
|
Expenses
|
|
443,136
|
|
|
208,508
|
|
|
153,937
|
|
|
282,024
|
|
|
29,660
|
|
|
1,117,265
|
|
|
Operating profit (loss)
|
|
$
|
27,140
|
|
|
$
|
195,270
|
|
|
$
|
168,125
|
|
|
$
|
158,772
|
|
|
$
|
(16,687)
|
|
|
$
|
532,620
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Private
Banks
|
|
Investment
Advisors
|
|
Institutional
Investors
|
|
Investment
Managers
|
|
Investments
In New
Businesses
|
|
Total
|
|
|
|
For the Year Ended December 31, 2018
|
|
Revenues
|
|
$
|
483,097
|
|
|
$
|
399,089
|
|
|
$
|
333,299
|
|
|
$
|
398,076
|
|
|
$
|
10,606
|
|
|
$
|
1,624,167
|
|
|
Expenses
|
|
457,894
|
|
|
212,439
|
|
|
163,536
|
|
|
259,693
|
|
|
22,971
|
|
|
1,116,533
|
|
|
Operating profit (loss)
|
|
$
|
25,203
|
|
|
$
|
186,650
|
|
|
$
|
169,763
|
|
|
$
|
138,383
|
|
|
$
|
(12,365)
|
|
|
$
|
507,634
|
|
A reconciliation of the total reported for the business segments to income from operations in the Consolidated Statements of Operations for the years ended December 31, 2020, 2019 and 2018 is as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31,
|
|
2020
|
|
2019
|
|
2018
|
|
Total operating profit from segments above
|
|
$
|
519,885
|
|
|
$
|
532,620
|
|
|
$
|
507,634
|
|
|
Corporate overhead expenses
|
|
(73,998)
|
|
|
(72,196)
|
|
|
(65,646)
|
|
|
Income from operations
|
|
$
|
445,887
|
|
|
$
|
460,424
|
|
|
$
|
441,988
|
|
The following tables provide additional information for the years ended December 31, 2020, 2019 and 2018 pertaining to our business segments:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Capital Expenditures (1)
|
|
Depreciation
|
|
Year Ended December 31,
|
|
2020
|
|
2019
|
|
2018
|
|
2020
|
|
2019
|
|
2018
|
|
Private Banks
|
|
$
|
29,061
|
|
|
$
|
33,068
|
|
|
$
|
36,763
|
|
|
$
|
16,206
|
|
|
$
|
14,349
|
|
|
$
|
13,773
|
|
|
Investment Advisors
|
|
15,588
|
|
|
17,413
|
|
|
16,572
|
|
|
4,821
|
|
|
4,653
|
|
|
4,607
|
|
|
Institutional Investors
|
|
3,958
|
|
|
4,057
|
|
|
3,863
|
|
|
1,214
|
|
|
1,600
|
|
|
1,672
|
|
|
Investment Managers
|
|
25,909
|
|
|
18,970
|
|
|
13,639
|
|
|
7,336
|
|
|
7,145
|
|
|
6,988
|
|
|
Investments in New Businesses
|
|
1,211
|
|
|
1,349
|
|
|
972
|
|
|
341
|
|
|
383
|
|
|
547
|
|
|
Total from business segments
|
|
$
|
75,727
|
|
|
$
|
74,857
|
|
|
$
|
71,809
|
|
|
$
|
29,918
|
|
|
$
|
28,130
|
|
|
$
|
27,587
|
|
|
Corporate Overhead
|
|
2,840
|
|
|
2,314
|
|
|
1,507
|
|
|
1,041
|
|
|
1,306
|
|
|
1,205
|
|
|
|
|
$
|
78,567
|
|
|
$
|
77,171
|
|
|
$
|
73,316
|
|
|
$
|
30,959
|
|
|
$
|
29,436
|
|
|
$
|
28,792
|
|
(1) Capital expenditures include additions to property and equipment and capitalized software.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Amortization
|
|
Year Ended December 31,
|
|
2020
|
|
2019
|
|
2018
|
|
Private Banks
|
|
$
|
30,240
|
|
|
$
|
29,054
|
|
|
$
|
27,312
|
|
|
Investment Advisors
|
|
10,694
|
|
|
10,311
|
|
|
9,668
|
|
|
Institutional Investors
|
|
1,707
|
|
|
1,726
|
|
|
1,707
|
|
|
Investment Managers
|
|
9,365
|
|
|
9,358
|
|
|
9,382
|
|
|
Investments in New Businesses
|
|
739
|
|
|
740
|
|
|
595
|
|
|
Total from business segments
|
|
$
|
52,745
|
|
|
$
|
51,189
|
|
|
$
|
48,664
|
|
|
Corporate Overhead
|
|
230
|
|
|
230
|
|
|
231
|
|
|
|
|
$
|
52,975
|
|
|
$
|
51,419
|
|
|
$
|
48,895
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Assets
|
|
|
|
2020
|
|
2019
|
|
Private Banks
|
|
$
|
557,953
|
|
|
$
|
567,796
|
|
|
Investment Advisors
|
|
169,197
|
|
|
165,556
|
|
|
Institutional Investors
|
|
119,784
|
|
|
115,012
|
|
|
Investment Managers
|
|
421,093
|
|
|
373,986
|
|
|
Investments in New Businesses
|
|
22,014
|
|
|
19,735
|
|
|
Total from business segments
|
|
$
|
1,290,041
|
|
|
$
|
1,242,085
|
|
|
Corporate Overhead (2)
|
|
877,215
|
|
|
909,285
|
|
|
|
|
$
|
2,167,256
|
|
|
$
|
2,151,370
|
|
(2) Unallocated assets primarily consist of cash and cash equivalents, marketable securities, and certain other shared services assets.
The following table presents revenues based on the location of the use of the products or services:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the Year Ended December 31,
|
|
2020
|
|
2019
|
|
2018
|
|
United States
|
|
$
|
1,427,152
|
|
|
$
|
1,385,744
|
|
|
$
|
1,348,130
|
|
|
International operations
|
|
256,906
|
|
|
264,141
|
|
|
276,037
|
|
|
|
|
$
|
1,684,058
|
|
|
$
|
1,649,885
|
|
|
$
|
1,624,167
|
|
The following table presents assets based on their location:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2020
|
|
2019
|
|
United States
|
|
$
|
1,772,179
|
|
|
$
|
1,732,427
|
|
|
International operations
|
|
395,077
|
|
|
418,943
|
|
|
|
|
$
|
2,167,256
|
|
|
$
|
2,151,370
|
|
Note 13 – Related Party Transactions
The Company, either by itself or through its wholly-owned subsidiaries, serves as the sponsor, administrator, investment advisor, distributor and shareholder servicer for SEI-sponsored investment products. These investment products are offered to clients of the Company and its subsidiaries. Fees earned by the Company for the related services are recognized pursuant to the provisions of investment advisory, fund administration, distribution, and shareholder services agreements directly with the investment products. These fees totaled $432,806, $449,725 and $462,101 in 2020, 2019 and 2018, respectively. The Company also serves as an introducing broker-dealer for securities transactions of SEI-sponsored investment products. The Company recognized $2,159, $632 and $2,001 in commissions during 2020, 2019 and 2018, respectively. Both of these fees are reflected in Asset management, administration and distribution fees on the accompanying Consolidated Statements of Operations.
Receivables from investment products on the accompanying Consolidated Balance Sheets primarily represent fees receivable for distribution, investment advisory, and administration services to various investment products sponsored by SEI.
Note 14 – Goodwill and Intangible Assets
In April 2018, the Company acquired all ownership interests of Huntington Steele, LLC (Huntington Steele). The excess purchase price over the estimated value of the net tangible and identifiable intangible assets was allocated to goodwill. The total amount of goodwill from this transaction of $11,499 was allocated to the Investments in New Businesses segment and is included on the accompanying Consolidated Balance Sheets. The total purchase price for Huntington Steele included a contingent purchase price payable to the sellers upon the attainment of specified financial measures determined at various intervals occurring between 2019 and 2023. The Company made payments of $633 and $433 during 2020 and 2019, respectively, to the sellers and recorded fair value adjustments of $893 and $568 during 2020 and 2019, respectively, to increase the fair value of the remaining contingent consideration. As of December 31, 2020, the current portion of the contingent consideration of $3,931 is included in Accrued liabilities on the accompanying Balance Sheet. The long-term portion of the contingent consideration of $8,584 is included in Other long-term liabilities on the accompanying Balance Sheet.
In July 2017, the Company acquired all ownership interests of Archway Technology Partners, LLC, Archway Finance & Operations, Inc. and Keystone Capital Holdings, LLC (collectively, Archway), a provider of operating technologies and services to the family office industry. The total purchase price was allocated to Archway’s net tangible and intangible assets based upon their estimated fair values at the date of purchase. The excess purchase price over the value of the net tangible and identifiable intangible assets was recorded as goodwill. The total amount of goodwill from this transaction of $52,990 was allocated to the Investment Managers segment and is included on the accompanying Consolidated Balance Sheets.
There was no change in the carrying amount of the Company's goodwill during 2020 or 2019.
The Company's intangible assets consist of:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2020
|
|
Weighted Average Estimated Useful Life
|
|
2019
|
|
Weighted Average Estimated Useful Life
|
|
Acquired technology
|
$
|
13,510
|
|
|
10.0 years
|
|
$
|
13,510
|
|
|
10.0 years
|
|
Client relationships
|
16,940
|
|
|
13.9 years
|
|
16,940
|
|
|
13.9 years
|
|
Non-competition agreements
|
3,470
|
|
|
5.0 years
|
|
3,470
|
|
|
5.0 years
|
|
Trade name
|
2,840
|
|
|
7.0 years
|
|
2,840
|
|
|
7.0 years
|
|
|
36,760
|
|
|
|
|
36,760
|
|
|
|
|
Less: Accumulated amortization
|
(12,456)
|
|
|
|
|
(8,773)
|
|
|
|
|
Intangible assets, net
|
$
|
24,304
|
|
|
|
|
$
|
27,987
|
|
|
|
The Company recognized $3,683 of amortization expense related to intangible assets during 2020 and 2019.
The Company currently expects to recognize amortization expense related to intangible assets as of December 31, 2020 each year from 2021 through 2025 as follows:
|
|
|
|
|
|
|
|
Year
|
Expected Amortization Expense Related to Intangible Assets
|
|
2021
|
$
|
3,683
|
|
|
2022
|
3,336
|
|
|
2023
|
2,989
|
|
|
2024
|
2,818
|
|
|
2025
|
2,599
|
|
Note 15 – Revenues from Contracts with Customers
The Company’s principal sources of revenues are: (1) asset management, administration and distribution fees primarily earned based upon a contractual percentage of net assets under management or administration; and (2) information processing and software servicing fees that are either recurring and primarily earned based upon the number of trust accounts being serviced or a percentage of the market value of the clients' assets processed on the Company's platforms, or non-recurring and based upon project-oriented contractual agreements related to client implementations.
Disaggregation of Revenue
The following tables provide additional information pertaining to our revenues disaggregated by major product line and primary geographic market based on the location of the use of the products or services for each of the Company’s business segments for 2020, 2019 and 2018:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Private
Banks
|
|
Investment
Advisors
|
|
Institutional
Investors
|
|
Investment
Managers
|
|
Investments
In New
Businesses
|
|
Total
|
|
Major Product Lines:
|
For the Year Ended December 31, 2020
|
|
Investment management fees from pooled investment products
|
$
|
127,883
|
|
|
$
|
271,627
|
|
|
$
|
53,283
|
|
|
$
|
637
|
|
|
$
|
1,411
|
|
|
$
|
454,841
|
|
|
Investment management fees from investment management agreements
|
1,470
|
|
|
115,887
|
|
|
262,709
|
|
|
—
|
|
|
12,105
|
|
|
392,171
|
|
|
Investment operations fees
|
1,804
|
|
|
—
|
|
|
—
|
|
|
447,517
|
|
|
—
|
|
|
449,321
|
|
|
Investment processing fees - PaaS
|
184,711
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
184,711
|
|
|
Investment processing fees - SaaS
|
113,012
|
|
|
—
|
|
|
—
|
|
|
13,739
|
|
|
—
|
|
|
126,751
|
|
|
Professional services fees
|
21,594
|
|
|
—
|
|
|
—
|
|
|
5,753
|
|
|
—
|
|
|
27,347
|
|
|
Account fees and other
|
4,919
|
|
|
20,050
|
|
|
1,635
|
|
|
21,816
|
|
|
496
|
|
|
48,916
|
|
|
Total revenues
|
$
|
455,393
|
|
|
$
|
407,564
|
|
|
$
|
317,627
|
|
|
$
|
489,462
|
|
|
$
|
14,012
|
|
|
$
|
1,684,058
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Primary Geographic Markets:
|
|
|
|
|
|
|
|
|
|
|
|
|
United States
|
$
|
298,708
|
|
|
$
|
407,564
|
|
|
$
|
250,321
|
|
|
$
|
456,547
|
|
|
$
|
14,012
|
|
|
$
|
1,427,152
|
|
|
United Kingdom
|
97,896
|
|
|
—
|
|
|
51,292
|
|
|
—
|
|
|
—
|
|
|
149,188
|
|
|
Canada
|
41,762
|
|
|
—
|
|
|
5,610
|
|
|
—
|
|
|
—
|
|
|
47,372
|
|
|
Ireland
|
17,027
|
|
|
—
|
|
|
9,850
|
|
|
32,915
|
|
|
—
|
|
|
59,792
|
|
|
Other
|
—
|
|
|
—
|
|
|
554
|
|
|
—
|
|
|
—
|
|
|
554
|
|
|
Total revenues
|
$
|
455,393
|
|
|
$
|
407,564
|
|
|
$
|
317,627
|
|
|
$
|
489,462
|
|
|
$
|
14,012
|
|
|
$
|
1,684,058
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Private
Banks
|
|
Investment
Advisors
|
|
Institutional
Investors
|
|
Investment
Managers
|
|
Investments
In New
Businesses
|
|
Total
|
|
Major Product Lines:
|
For the Year Ended December 31, 2019
|
|
Investment management fees from pooled investment products
|
$
|
135,503
|
|
|
$
|
282,253
|
|
|
$
|
54,726
|
|
|
$
|
766
|
|
|
$
|
1,293
|
|
|
$
|
474,541
|
|
|
Investment management fees from investment management agreements
|
1,616
|
|
|
103,428
|
|
|
266,323
|
|
|
—
|
|
|
11,571
|
|
|
382,938
|
|
|
Investment operations fees
|
1,634
|
|
|
—
|
|
|
—
|
|
|
403,208
|
|
|
—
|
|
|
404,842
|
|
|
Investment processing fees - PaaS
|
177,046
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
177,046
|
|
|
Investment processing fees - SaaS
|
132,661
|
|
|
—
|
|
|
—
|
|
|
11,036
|
|
|
—
|
|
|
143,697
|
|
|
Professional services fees
|
15,687
|
|
|
—
|
|
|
—
|
|
|
5,209
|
|
|
—
|
|
|
20,896
|
|
|
Account fees and other
|
6,129
|
|
|
18,097
|
|
|
1,013
|
|
|
20,577
|
|
|
109
|
|
|
45,925
|
|
|
Total revenues
|
$
|
470,276
|
|
|
$
|
403,778
|
|
|
$
|
322,062
|
|
|
$
|
440,796
|
|
|
$
|
12,973
|
|
|
$
|
1,649,885
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Primary Geographic Markets:
|
|
|
|
|
|
|
|
|
|
|
|
|
United States
|
$
|
304,860
|
|
|
$
|
403,778
|
|
|
$
|
252,149
|
|
|
$
|
411,984
|
|
|
$
|
12,973
|
|
|
$
|
1,385,744
|
|
|
United Kingdom
|
102,518
|
|
|
—
|
|
|
52,584
|
|
|
—
|
|
|
—
|
|
|
155,102
|
|
|
Canada
|
43,661
|
|
|
—
|
|
|
6,889
|
|
|
—
|
|
|
—
|
|
|
50,550
|
|
|
Ireland
|
19,237
|
|
|
—
|
|
|
9,588
|
|
|
28,812
|
|
|
—
|
|
|
57,637
|
|
|
Other
|
—
|
|
|
—
|
|
|
852
|
|
|
—
|
|
|
—
|
|
|
852
|
|
|
Total revenues
|
$
|
470,276
|
|
|
$
|
403,778
|
|
|
$
|
322,062
|
|
|
$
|
440,796
|
|
|
$
|
12,973
|
|
|
$
|
1,649,885
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Private
Banks
|
|
Investment
Advisors
|
|
Institutional
Investors
|
|
Investment
Managers
|
|
Investments
In New
Businesses
|
|
Total
|
|
Major Product Lines:
|
For the Year Ended December 31, 2018
|
|
Investment management fees from pooled investment products
|
$
|
138,616
|
|
|
$
|
288,030
|
|
|
$
|
59,739
|
|
|
$
|
928
|
|
|
$
|
1,017
|
|
|
$
|
488,330
|
|
|
Investment management fees from investment management agreements
|
793
|
|
|
94,526
|
|
|
271,600
|
|
|
331
|
|
|
9,457
|
|
|
376,707
|
|
|
Investment operations fees
|
1,517
|
|
|
—
|
|
|
—
|
|
|
360,382
|
|
|
—
|
|
|
361,899
|
|
|
Investment processing fees - PaaS
|
182,068
|
|
|
—
|
|
|
—
|
|
|
2,519
|
|
|
—
|
|
|
184,587
|
|
|
Investment processing fees - SaaS
|
136,222
|
|
|
—
|
|
|
—
|
|
|
9,598
|
|
|
—
|
|
|
145,820
|
|
|
Professional services fees
|
16,643
|
|
|
—
|
|
|
—
|
|
|
7,280
|
|
|
—
|
|
|
23,923
|
|
|
Account fees and other
|
7,238
|
|
|
16,533
|
|
|
1,960
|
|
|
17,038
|
|
|
132
|
|
|
42,901
|
|
|
Total revenues
|
$
|
483,097
|
|
|
$
|
399,089
|
|
|
$
|
333,299
|
|
|
$
|
398,076
|
|
|
$
|
10,606
|
|
|
$
|
1,624,167
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Primary Geographic Markets:
|
|
|
|
|
|
|
|
|
|
|
|
|
United States
|
$
|
304,762
|
|
|
$
|
399,089
|
|
|
$
|
257,080
|
|
|
$
|
376,593
|
|
|
$
|
10,606
|
|
|
$
|
1,348,130
|
|
|
United Kingdom
|
112,980
|
|
|
—
|
|
|
55,471
|
|
|
—
|
|
|
—
|
|
|
168,451
|
|
|
Canada
|
45,941
|
|
|
—
|
|
|
8,526
|
|
|
—
|
|
|
—
|
|
|
54,467
|
|
|
Ireland
|
19,414
|
|
|
—
|
|
|
10,419
|
|
|
21,483
|
|
|
—
|
|
|
51,316
|
|
|
Other
|
—
|
|
|
—
|
|
|
1,803
|
|
|
—
|
|
|
—
|
|
|
1,803
|
|
|
Total revenues
|
$
|
483,097
|
|
|
$
|
399,089
|
|
|
$
|
333,299
|
|
|
$
|
398,076
|
|
|
$
|
10,606
|
|
|
$
|
1,624,167
|
|
Investment management fees from pooled investment products - Revenues associated with clients' assets invested in Company-sponsored pooled investment products. Contractual fees are stated as a percentage of the market value of assets under management and collected on a monthly basis. Revenues are recognized in Asset management, administration and distribution fees on the accompanying Consolidated Statements of Operations.
Investment management fees from investment management agreements - Revenues based on assets of clients of the Institutional Investors segment primarily invested in Company-sponsored products. Each client is charged an investment management fee that is stated as a percentage of the market value of all assets under management. The client is billed directly on a quarterly basis. Revenues are recognized in Asset management, administration and distribution fees on the accompanying Consolidated Statements of Operations.
Revenues associated with the separately managed account program offered through registered investment advisors located throughout the United States. The contractual fee is stated as a percentage of the market value of all assets invested in the separately managed account and collected on a quarterly basis. Revenues are recognized in Asset management, administration and distribution fees on the accompanying Consolidated Statements of Operations.
Investment operations fees - Revenues earned from accounting and administrative services, distribution support services and regulatory and compliance services to investment management firms and family offices. The Company contracts directly with the investment management firm or family office. The contractual fees are stated as a percentage of net assets under administration and billed when asset valuations are finalized. Revenues are recognized in Asset management, administration and distribution fees on the accompanying Consolidated Statements of Operations.
Investment processing fees - Platform as a Service - Revenues associated with clients that outsource their entire investment operation and back-office processing functions. Through the use of the Company's proprietary platforms, the Company assumes all back-office investment processing services including investment processing, custody and safekeeping of assets, income collections, securities settlement and other related trust activities. The contractual fee is based on a monthly fee plus additional fees determined on a per-account or per-transaction basis. Contractual fees can also be stated as a percentage of the value of assets processed on the Company's platforms each month as long as the fee is in excess of a monthly contractual minimum. The client is billed directly on a monthly basis. Revenues are recognized in Information processing and software servicing fees on the accompanying Consolidated Statements of Operations.
Investment processing fees - Software as a Service - Revenues associated with clients that outsource investment processing technology software and computer processing by accessing our proprietary software and data center remotely
but retain responsibility for all investment operations, client administration and other back-office trust operations. The contractual fee is based on a monthly fee plus additional fees determined on a per-account or per-transaction basis. The client is billed directly on a monthly basis. Revenues are recognized in Information processing and software servicing fees on the accompanying Consolidated Statements of Operations.
Professional services fees - Revenues associated with the business services migration for investment processing clients of the Private Banks segment and investment operations clients of the Investment Managers segment. In addition, Professional services include other services such as business transformation consulting. Typically, fees are stated as a contractual fixed fee. The client is billed directly and fees are collected according to the terms of the agreement.
Account fees and other - Revenues associated with custody account servicing, account terminations, reimbursements received for out-of-pocket expenses, and other fees for the provision of ancillary services.
Note 16 – Leases
The Company has operating leases for corporate facilities and equipment. The Company's expense related to leases during 2020 and 2019 was $9,711 and $10,159, respectively, and is included in Facilities, supplies and other costs on the accompanying Consolidated Statements of Operations.
The Company's future minimum lease payments under non-cancelable leases as of December 31, 2020 are as follows:
|
|
|
|
|
|
|
|
|
|
|
Year
|
|
Future Minimum Lease Payment
|
|
2021
|
|
$
|
9,183
|
|
|
2022
|
|
8,917
|
|
|
2023
|
|
8,922
|
|
|
2024
|
|
7,252
|
|
|
2025
|
|
5,184
|
|
|
Thereafter
|
|
5,988
|
|
|
Total future minimum lease payments
|
|
45,446
|
|
|
Less: Imputed interest
|
|
(2,809)
|
|
|
Total
|
|
$
|
42,637
|
|
The following table provides supplemental Consolidated Balance Sheet information related to the Company's leases:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2020
|
|
2019
|
|
Current portion of long-term operating lease liabilities
|
|
$
|
8,579
|
|
|
$
|
9,156
|
|
|
Long-term operating lease liabilities
|
|
34,058
|
|
|
38,450
|
|
|
Total operating lease liabilities
|
|
$
|
42,637
|
|
|
$
|
47,606
|
|
|
|
|
|
|
|
|
Weighted average remaining lease term
|
|
5.5 years
|
|
6.3 years
|
|
|
|
|
|
|
|
Weighted average discount rate
|
|
2.43
|
%
|
|
2.61
|
%
|
The following table provides supplemental cash flow information related to the Company's leases:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31,
|
|
2020
|
|
2019
|
|
|
|
Cash paid for amounts included in the measurement of lease liabilities
|
|
$
|
10,361
|
|
|
$
|
10,932
|
|
|
|
|
|
|
|
|
|
|
|
|
Right-of-use assets obtained in exchange for lease obligations
|
|
$
|
3,272
|
|
|
$
|
6,372
|
|
|
|
Note 17 – Quarterly Financial Data (Unaudited)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the Three Months Ended
|
|
2020
|
|
March 31
|
|
June 30
|
|
September 30
|
|
December 31
|
|
Revenues
|
|
$
|
414,762
|
|
|
$
|
400,646
|
|
|
$
|
424,927
|
|
|
$
|
443,723
|
|
|
Income before income taxes
|
|
$
|
139,197
|
|
|
$
|
131,710
|
|
|
$
|
141,274
|
|
|
$
|
156,513
|
|
|
Net income
|
|
$
|
109,242
|
|
|
$
|
101,066
|
|
|
$
|
111,096
|
|
|
$
|
125,882
|
|
|
Basic earnings per share
|
|
$
|
0.73
|
|
|
$
|
0.69
|
|
|
$
|
0.76
|
|
|
$
|
0.87
|
|
|
Diluted earnings per share (1)
|
|
$
|
0.72
|
|
|
$
|
0.68
|
|
|
$
|
0.75
|
|
|
$
|
0.86
|
|
|
|
|
|
|
|
|
|
|
|
|
Effective income tax rate
|
|
21.5
|
%
|
|
23.3
|
%
|
|
21.4
|
%
|
|
19.6
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the Three Months Ended
|
|
2019
|
|
March 31
|
|
June 30
|
|
September 30
|
|
December 31
|
|
Revenues
|
|
$
|
400,820
|
|
|
$
|
409,586
|
|
|
$
|
416,254
|
|
|
$
|
423,225
|
|
|
Income before income taxes
|
|
$
|
146,257
|
|
|
$
|
162,346
|
|
|
$
|
162,870
|
|
|
$
|
159,968
|
|
|
Net income
|
|
$
|
113,981
|
|
|
$
|
126,540
|
|
|
$
|
132,168
|
|
|
$
|
128,737
|
|
|
Basic earnings per share
|
|
$
|
0.74
|
|
|
$
|
0.83
|
|
|
$
|
0.88
|
|
|
$
|
0.86
|
|
|
Diluted earnings per share (1)
|
|
$
|
0.73
|
|
|
$
|
0.82
|
|
|
$
|
0.86
|
|
|
$
|
0.84
|
|
|
|
|
|
|
|
|
|
|
|
|
Effective income tax rate
|
|
22.1
|
%
|
|
22.1
|
%
|
|
18.9
|
%
|
|
19.5
|
%
|
(1) The sum of the individual quarterly earnings per share amounts may not agree with the annual earnings per share amount as each quarterly computation is based on the weighted average number of shares outstanding during that period.