Fair Value of Financial Assets and Liabilities |
12. |
|
Fair Value of Financial Assets and
Liabilities |
FASB guidance establishes a fair value hierarchy that prioritizes
the inputs to valuation techniques used to measure fair value. The
hierarchy gives the highest priority to unadjusted quoted prices in
active markets for identical assets or liabilities (Level 1
measurements) and the lowest priority to unobservable inputs (Level
3 measurements). The three levels of the fair value hierarchy are
as follows:
Level 1 measurements—Unadjusted quoted prices in active
markets that are accessible at the measurement date for identical,
unrestricted assets or liabilities.
Level 2 measurements—Quoted prices in markets that are not
active or financial instruments for which all significant inputs
are observable, either directly or indirectly.
Level 3 measurements—Prices or valuations that require inputs
that are both significant to the fair value measurement and
unobservable.
As required by FASB guidance, assets and liabilities are classified
in their entirety based on the lowest level of input that is
significant to the fair value measurement. The following tables set
forth by level within the fair value hierarchy financial assets and
liabilities accounted for at fair value under FASB guidance at
June 30, 2016 and December 31, 2015 (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Assets at Fair Value at
June 30, 2016 |
|
|
|
Level 1 |
|
|
Level 2 |
|
|
Level 3 |
|
|
Netting and
Collateral |
|
|
Total |
|
Marketable securities
|
|
$ |
152,995 |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
152,995 |
|
Government debt
|
|
|
318,494 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
318,494 |
|
Securities owned—Equities
|
|
|
86 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
86 |
|
Foreign exchange swaps
|
|
|
— |
|
|
|
400 |
|
|
|
— |
|
|
|
(209 |
) |
|
|
191 |
|
Interest rate swaps
|
|
|
— |
|
|
|
344 |
|
|
|
— |
|
|
|
(17 |
) |
|
|
327 |
|
Futures
|
|
|
— |
|
|
|
808 |
|
|
|
— |
|
|
|
— |
|
|
|
808 |
|
Foreign exchange/commodities options
|
|
|
108 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
108 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
$ |
471,683 |
|
|
$ |
1,552 |
|
|
$ |
— |
|
|
$ |
(226 |
) |
|
$ |
473,009 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Liabilities at Fair Value at June 30,
2016 |
|
|
|
Level 1 |
|
|
Level 2 |
|
|
Level 3 |
|
|
Netting and
Collateral |
|
|
Total |
|
Futures
|
|
$ |
— |
|
|
$ |
273 |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
273 |
|
Foreign exchange/commodities options
|
|
|
3 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
3 |
|
Foreign exchange swaps
|
|
|
— |
|
|
|
220 |
|
|
|
— |
|
|
|
(209 |
) |
|
|
11 |
|
Interest rate swaps
|
|
|
— |
|
|
|
17 |
|
|
|
— |
|
|
|
(17 |
) |
|
|
— |
|
Contingent consideration
|
|
|
— |
|
|
|
— |
|
|
|
62,272 |
|
|
|
— |
|
|
|
62,272 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
$ |
3 |
|
|
$ |
510 |
|
|
$ |
62,272 |
|
|
$ |
(226 |
) |
|
$ |
62,559 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Assets at Fair Value at
December 31, 2015 |
|
|
|
Level 1 |
|
|
Level 2 |
|
|
Level 3 |
|
|
Netting and
Collateral |
|
|
Total |
|
Marketable securities
|
|
$ |
650,315 |
|
|
$ |
85 |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
650,400 |
|
Government debt
|
|
|
32,352 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
32,352 |
|
Securities owned—Equities
|
|
|
9 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
9 |
|
Forwards
|
|
|
— |
|
|
|
869 |
|
|
|
— |
|
|
|
(48 |
) |
|
|
821 |
|
Foreign exchange swaps
|
|
|
— |
|
|
|
1,256 |
|
|
|
— |
|
|
|
(373 |
) |
|
|
883 |
|
Interest rate swaps
|
|
|
— |
|
|
|
283 |
|
|
|
— |
|
|
|
(27 |
) |
|
|
256 |
|
Futures
|
|
|
— |
|
|
|
39 |
|
|
|
— |
|
|
|
— |
|
|
|
39 |
|
Foreign exchange/commodities options
|
|
|
309 |
|
|
|
— |
|
|
|
— |
|
|
|
(309 |
) |
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
$ |
682,985 |
|
|
$ |
2,532 |
|
|
$ |
— |
|
|
$ |
(757 |
) |
|
$ |
684,760 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Liabilities at Fair Value at December
31, 2015 |
|
|
|
Level 1 |
|
|
Level 2 |
|
|
Level 3 |
|
|
Netting and
Collateral |
|
|
Total |
|
Forwards
|
|
$ |
— |
|
|
$ |
226 |
|
|
$ |
— |
|
|
$ |
(48 |
) |
|
$ |
178 |
|
Futures
|
|
|
— |
|
|
|
44 |
|
|
|
— |
|
|
|
— |
|
|
|
44 |
|
Government debt
|
|
|
12 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
12 |
|
Foreign exchange/commodities options
|
|
|
846 |
|
|
|
— |
|
|
|
— |
|
|
|
(309 |
) |
|
|
537 |
|
Foreign exchange swaps
|
|
|
— |
|
|
|
748 |
|
|
|
— |
|
|
|
(373 |
) |
|
|
375 |
|
Interest rate swaps
|
|
|
— |
|
|
|
27 |
|
|
|
— |
|
|
|
(27 |
) |
|
|
— |
|
Contingent consideration
|
|
|
— |
|
|
|
— |
|
|
|
65,043 |
|
|
|
— |
|
|
|
65,043 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
$ |
858 |
|
|
$ |
1,045 |
|
|
$ |
65,043 |
|
|
$ |
(757 |
) |
|
$ |
66,189 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Changes in Level 3 contingent consideration measured at fair
value on a recurring basis for the three months ended June 30,
2016 are as follows (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Opening
Balance |
|
|
Total realized
and unrealized
gains (losses)
included in
Net income(1) |
|
|
Unrealized gains
(losses) included
in Other
comprehensive
income (loss) |
|
|
Issuances |
|
|
Settlements |
|
|
Closing
Balance at
June 30,
2016 |
|
|
Unrealized gains
(losses) for Level 3
Assets /
Liabilities
Outstanding at
June 30,
2016 |
|
Liabilities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accounts payable, accrued and other liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Contingent consideration
|
|
$ |
64,337 |
|
|
$ |
(749 |
) |
|
$ |
80 |
|
|
$ |
578 |
|
|
$ |
(3,312 |
) |
|
$ |
62,272 |
|
|
$ |
(669 |
) |
(1) |
Realized and unrealized gains
(losses) are reported in “Other income (loss)” in the
Company’s unaudited condensed consolidated statements of
operations. |
Changes in Level 3 contingent consideration measured at fair
value on a recurring basis for the three months ended June 30,
2015 are as follows (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Opening
Balance |
|
|
Total realized
and unrealized
gains (losses)
included in
Net income(1) |
|
|
Unrealized gains
(losses) included
in Other
comprehensive
income (loss) |
|
|
Issuances |
|
|
Settlements |
|
|
Closing
Balance at
June 30,
2015 |
|
|
Unrealized
gains (losses) for
Level 3
Assets /
Liabilities
Outstanding at
June 30,
2015 |
|
Liabilities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accounts payable, accrued and other liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Contingent consideration
|
|
$ |
63,514 |
|
|
$ |
(197 |
) |
|
$ |
(116 |
) |
|
$ |
16,544 |
|
|
$ |
(2,678 |
) |
|
$ |
77,693 |
|
|
$ |
(313 |
) |
(1) |
Realized and unrealized gains
(losses) are reported in “Other income (loss)” in the
Company’s unaudited condensed consolidated statements of
operations. |
Changes in Level 3 contingent consideration measured at fair
value on a recurring basis for the six months ended June 30,
2016 are as follows (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Opening
Balance |
|
|
Total realized
and unrealized
gains (losses)
included in
Net income(1) |
|
|
Unrealized gains
(losses) included
in Other
comprehensive
income (loss) |
|
|
Issuances |
|
|
Settlements |
|
|
Closing
Balance at
June 30,
2016 |
|
|
Unrealized gains
(losses) for Level 3
Assets /
Liabilities
Outstanding at
June 30,
2016 |
|
Liabilities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accounts payable, accrued and other liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Contingent consideration
|
|
$ |
65,043 |
|
|
$ |
(748 |
) |
|
$ |
78 |
|
|
$ |
1,411 |
|
|
$ |
(4,852 |
) |
|
$ |
62,272 |
|
|
$ |
(670 |
) |
(1) |
Realized and unrealized gains
(losses) are reported in “Other income (loss)” in the
Company’s unaudited condensed consolidated statements of
operations. |
Changes in Level 3 contingent consideration measured at fair
value on a recurring basis for the six months ended June 30,
2015 are as follows (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Opening
Balance |
|
|
Total realized
and unrealized
gains (losses)
included in
Net income(1) |
|
|
Unrealized gains
(losses) included
in Other
comprehensive
income (loss) |
|
|
Issuances |
|
|
Settlements |
|
|
Closing
Balance at
June 30,
2015 |
|
|
Unrealized
gains (losses) for
Level 3
Assets /
Liabilities
Outstanding at
June 30,
2015 |
|
Liabilities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accounts payable, accrued and other liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Contingent consideration
|
|
$ |
56,299 |
|
|
$ |
(1,490 |
) |
|
$ |
131 |
|
|
$ |
24,219 |
|
|
$ |
(4,184 |
) |
|
$ |
77,693 |
|
|
$ |
(1,359 |
) |
(1) |
Realized and unrealized gains
(losses) are reported in “Other income (loss)” in the
Company’s unaudited condensed consolidated statements of
operations. |
The following tables present information about the offsetting of
derivative instruments and collateralized transactions as of June
30, 2016 and December 31, 2015 (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
June 30, 2016 |
|
|
|
Gross
Amounts |
|
|
Gross
Amounts
Offset |
|
|
Net Amounts
Presented in
the
Statements of
Financial
Condition |
|
|
Gross Amounts Not Offset |
|
|
Net Amount |
|
|
|
|
|
Financial
Instruments |
|
|
Cash
Collateral
Received |
|
|
Assets
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Foreign exchange swaps
|
|
$ |
400 |
|
|
$ |
209 |
|
|
$ |
191 |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
191 |
|
Interest rate swaps
|
|
|
344 |
|
|
|
17 |
|
|
|
327 |
|
|
|
— |
|
|
|
— |
|
|
|
327 |
|
Futures
|
|
|
808 |
|
|
|
— |
|
|
|
808 |
|
|
|
— |
|
|
|
— |
|
|
|
808 |
|
Foreign exchange /commodities options
|
|
|
108 |
|
|
|
— |
|
|
|
108 |
|
|
|
— |
|
|
|
— |
|
|
|
108 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
$ |
1,660 |
|
|
$ |
226 |
|
|
$ |
1,434 |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
1,434 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Liabilities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Foreign exchange swaps
|
|
$ |
220 |
|
|
$ |
209 |
|
|
$ |
11 |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
11 |
|
Interest rate swaps
|
|
|
17 |
|
|
|
17 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
Futures
|
|
|
273 |
|
|
|
— |
|
|
|
273 |
|
|
|
— |
|
|
|
— |
|
|
|
273 |
|
Foreign exchange /commodities options
|
|
|
3 |
|
|
|
— |
|
|
|
3 |
|
|
|
— |
|
|
|
— |
|
|
|
3 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
$ |
513 |
|
|
$ |
226 |
|
|
$ |
287 |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
287 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2015 |
|
|
|
Gross
Amounts |
|
|
Gross
Amounts
Offset |
|
|
Net Amounts
Presented in
the
Statements of
Financial
Condition |
|
|
Gross Amounts Not Offset |
|
|
Net Amount |
|
|
|
|
|
Financial
Instruments |
|
|
Cash
Collateral
Received |
|
|
Assets
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Forwards
|
|
$ |
869 |
|
|
$ |
48 |
|
|
$ |
821 |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
821 |
|
Foreign exchange swaps
|
|
|
1,256 |
|
|
|
373 |
|
|
|
883 |
|
|
|
— |
|
|
|
— |
|
|
|
883 |
|
Interest rate swaps
|
|
|
283 |
|
|
|
27 |
|
|
|
256 |
|
|
|
— |
|
|
|
— |
|
|
|
256 |
|
Futures
|
|
|
39 |
|
|
|
— |
|
|
|
39 |
|
|
|
— |
|
|
|
— |
|
|
|
39 |
|
Foreign exchange /commodities options
|
|
|
309 |
|
|
|
309 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
$ |
2,756 |
|
|
$ |
757 |
|
|
$ |
1,999 |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
1,999 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Liabilities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Forwards
|
|
$ |
226 |
|
|
$ |
48 |
|
|
$ |
178 |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
178 |
|
Foreign exchange swaps
|
|
|
748 |
|
|
|
373 |
|
|
|
375 |
|
|
|
— |
|
|
|
— |
|
|
|
375 |
|
Interest rate swaps
|
|
|
27 |
|
|
|
27 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
Futures
|
|
|
44 |
|
|
|
— |
|
|
|
44 |
|
|
|
— |
|
|
|
— |
|
|
|
44 |
|
Foreign exchange /commodities options
|
|
|
846 |
|
|
|
309 |
|
|
|
537 |
|
|
|
— |
|
|
|
— |
|
|
|
537 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
$ |
1,891 |
|
|
$ |
757 |
|
|
$ |
1,134 |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
1,134 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Certain of the Company’s foreign exchange swaps are with
Cantor. See Note 13—“Related Party Transactions,”
for additional information related to these transactions.
Quantitative Information About Level 3 Fair Value
Measurements
The following tables present quantitative information about the
significant unobservable inputs utilized by the Company in the fair
value measurement of Level 3 assets and liabilities measured at
fair value on a recurring basis (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fair Value as of
June 30, 2016 |
|
|
Valuation Technique
|
|
Unobservable Inputs
|
|
Weighted Average |
|
Liabilities
|
|
|
|
|
|
|
|
|
|
|
|
|
Accounts payable, accrued and other liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
Contingent consideration
|
|
$ |
62,272 |
|
|
Present value of expected payments |
|
Discount rate
Forecasted financial information
|
|
|
5.4 |
% (a) |
(a) |
The Company’s estimate of
contingent consideration as of June 30, 2016 was based on the
acquired businesses’ projected future financial performance,
including revenues. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fair Value as of
December 31,
2015 |
|
|
Valuation Technique
|
|
Unobservable Inputs
|
|
Weighted Average |
|
Liabilities
|
|
|
|
|
|
|
|
|
|
|
|
|
Accounts payable, accrued and other liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
Contingent consideration
|
|
$ |
65,043 |
|
|
Present value of expected payments |
|
Discount rate
Forecasted financial information
|
|
|
5.6 |
% (a) |
(a) |
The Company’s estimate of
contingent consideration as of December 31, 2015 was based on
the acquired businesses’ projected future financial
performance, including revenues. |
Valuation Processes – Level 3 Measurements
Valuations for contingent consideration are conducted by the
Company. Each reporting period, the Company updates unobservable
inputs. The Company has a formal process to review changes in fair
value for satisfactory explanation.
Sensitivity Analysis – Level 3 Measurements
The significant unobservable inputs used in the fair value of the
Company’s contingent consideration are the discount rate and
forecasted financial information. Significant increases (decreases)
in the discount rate would have resulted in a lower (higher) fair
value measurement. Significant increases (decreases) in the
forecasted financial information would have resulted in a higher
(lower) fair value measurement. As of June 30, 2016 and
December 31, 2015, the present value of expected payments
related to the Company’s contingent consideration was $62.3
million and $65.0 million, respectively. The undiscounted value of
the payments, assuming that all contingencies are met, would be
$69.6 million and $76.1 million, respectively.
|