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Fair Value Measurements for Operating Entities and Consolidated Funds
6 Months Ended
Jun. 30, 2016
Fair Value Disclosures [Abstract]  
Fair Value Measurements for Operating Entities and Consolidated Funds
Fair Value Measurements for Operating Entities and Consolidated Funds
The following table presents the assets and liabilities that are measured at fair value on a recurring basis on the accompanying condensed consolidated statements of financial condition by caption and by level within the valuation hierarchy as of June 30, 2016 and December 31, 2015:
 
Assets at Fair Value as of June 30, 2016
 
Level 1
 
Level 2
 
Level 3
 
Total
 
 
 
(dollars in thousands)
 
 
Operating Entities
 
 
 
 
 
 
 
    Securities owned
 
 
 
 
 
 
 
US Government securities
$
3,773

 
$

 
$

 
$
3,773

Preferred stock

 

 
13,242

 
13,242

Common stocks
432,713

 
2,782

 
7,745

 
443,240

Convertible bonds

 

 
250

 
250

Corporate bonds

 
6,847

 

 
6,847

Warrants and rights
278

 

 
3,303

 
3,581

Mutual funds
821

 

 

 
821

    Receivable on derivative contracts, at fair value
 
 
 
 
 
 


Futures
797

 

 

 
797

Currency forwards

 
160

 

 
160

Equity swaps

 
2,654

 

 
2,654

Options
7,953

 
4,860

 
8,547

 
21,360

    Other investments
 
 
 
 
 
 
 
Lehman claim

 

 
270

 
270

Consolidated funds
 
 
 
 
 
 
 
    Securities owned
 
 
 
 
 
 
 
Preferred stock

 
148

 
41,000

 
41,148

Common stocks
943

 
5,285

 

 
6,228

Corporate Bonds

 
4,726

 

 
4,726

Term Loan

 
1,426

 

 
1,426

   Receivable on derivative contracts, at fair value
 
 
 
 
 
 
 
Currency forwards

 
18

 

 
18

Equity swaps

 
23

 

 
23

Options
8

 
11

 

 
19

 
$
447,286

 
$
28,940

 
$
74,357

 
$
550,583

Percentage of total assets measured at fair value
81.2
%
 
5.3
%
 
13.5
%
 
 
Portfolio funds measured at net asset value (a)
 
 
 
 
 
 
116,079

Consolidated funds' portfolio funds measured at net asset value (a)
 
 
 
 
 
 
374,683

Equity method investments
 
 
 
 
 
 
42,629

Total investments
 
 
 
 
 
 
$
1,083,974

 
Liabilities at Fair Value as of June 30, 2016
 
Level 1
 
Level 2
 
Level 3
 
Total
 
(dollars in thousands)
Operating Entities
 
 
 
 
 
 
 
     Securities sold, not yet purchased
 
 
 
 
 
 
 
Common stocks
$
284,283

 
$

 
$

 
$
284,283

Corporate bonds

 
1,131

 

 
1,131

    Payable for derivative contracts, at fair value
 
 
 
 
 
 
 
Futures
1,005

 

 

 
1,005

Currency forwards

 
403

 

 
403

Equity and credit default swaps

 
2,408

 

 
2,408

Options
2,493

 

 
8,547

 
11,040

Accounts payable, accrued expenses and other liabilities


 


 


 
 
          Contingent consideration liability (b)

 

 
7,197

 
7,197

Consolidated funds
 
 
 
 
 
 
 
    Securities sold, not yet purchased
 
 
 
 
 
 
 
Common stocks
358

 

 

 
358

Corporate bonds

 
1,195

 

 
1,195

 
$
288,139

 
$
5,137

 
$
15,744

 
$
309,020

Percentage of total liabilities measured at fair value
93.2
%
 
1.7
%
 
5.1
%
 
 
(a) In accordance with US GAAP, certain investments that are measured at fair value using the net asset value per share (or its equivalent) as a practical expedient have not been classified in the fair value hierarchy. The fair value amounts presented in this table are intended to permit reconciliation of the fair value hierarchy to the amounts presented in the condensed consolidated statement of financial condition.
(b) In accordance with the terms of the purchase agreements for acquisitions that closed during 2012 and the third and fourth quarter of 2015 and the second quarter of 2016, the Company is required to pay to the sellers a portion of future net income of the acquired businesses, if certain revenue targets are achieved through the periods ended August 2016, December 2018, December 2020, and June 2018, respectively. The Company estimated the contingent consideration liability using the income approach (discounted cash flow method) which requires the Company to make estimates and assumptions regarding the future cash flows and profits. Changes in these estimates and assumptions could have a significant impact on the amounts recognized. The undiscounted amounts as of June 30, 2016 can range from $0.1 million to $15.7 million.
 
Assets at Fair Value as of December 31, 2015
 
Level 1
 
Level 2
 
Level 3
 
Total
 
 
 
(dollars in thousands)
 
 
Operating Entities
 
 
 
 
 
 
 
    Securities owned
 
 
 
 
 
 
 
US Government securities
$
3,016

 
$

 
$

 
$
3,016

Preferred stock
7,891

 
4,800

 
12,872

 
25,563

Common stocks
505,303

 
7,527

 
3,278

 
516,108

Convertible bonds

 

 
819

 
819

Corporate bonds

 
47,192

 

 
47,192

Warrants and rights
487

 

 
2,572

 
3,059

Mutual funds
14,477

 

 

 
14,477

    Receivable on derivative contracts, at fair value
 
 
 
 
 
 
 
Futures
189

 

 

 
189

Currency forwards

 
659

 

 
659

Equity swaps

 
2,327

 

 
2,327

Options
11,895

 
6,354

 
18,194

 
36,443

    Other investments
 
 
 
 
 
 
 
Lehman claim

 

 
299

 
299

Consolidated funds
 
 
 
 
 
 
 
Preferred stock

 

 
32,000

 
32,000

 
$
543,258

 
$
68,859

 
$
70,034

 
$
682,151

Percentage of total assets measured at fair value
79.6
%
 
10.1
%
 
10.3
%
 
 
Portfolio funds measured at net asset value (a)
 
 
 
 
 
 
113,281

Consolidated funds' portfolio funds measured at net asset value (a)
 
 
 
 
 
 
263,818

Equity method investments
 
 
 
 
 
 
27,067

Total investments
 
 
 
 
 
 
$
1,086,317

 
Liabilities at Fair Value as of December 31, 2015
 
Level 1
 
Level 2
 
Level 3
 
Total
 
(dollars in thousands)
Securities sold, not yet purchased
 
 
 
 
 
 
 
Common stocks
$
257,101

 
$

 
$

 
$
257,101

Corporate bonds

 
58

 

 
58

Payable for derivative contracts, at fair value
 
 
 
 
 
 
 
Futures
101

 

 

 
101

Currency forwards

 
463

 

 
463

Equity and credit default swaps

 
71

 

 
71

Options
2,354

 

 
18,194

 
20,548

Accounts payable, accrued expenses and other liabilities
 
 
 
 
 
 
 
          Contingent consideration liability (b)

 

 
6,158

 
6,158

 
$
259,556

 
$
592

 
$
24,352

 
$
284,500

Percentage of total liabilities measured at fair value
91.2
%
 
0.2
%
 
8.6
%
 
 
(a) In accordance with US GAAP, certain investments that are measured at fair value using the net asset value per share (or its equivalent) as a practical expedient have not been classified in the fair value hierarchy. The fair value amounts presented in this table are intended to permit reconciliation of the fair value hierarchy to the amounts presented in the condensed consolidated statement of financial condition.
(b) In accordance with the terms of the purchase agreements for acquisitions that closed during 2012 and the third and fourth quarter of 2015, the Company is required to pay to the sellers a portion of future net income of the acquired businesses, if certain revenue targets are achieved through the periods ended August 2016, December 2018, and December 2020, respectively. The Company estimated the contingent consideration liability using the income approach (discounted cash flow method) which requires the Company to make estimates and assumptions regarding the future cash flows and profits. Changes in these estimates and assumptions could have a significant impact on the amounts recognized. The undiscounted amounts as of December 31, 2015 can range from $0.1 million to $10.0 million.
The following table includes a rollforward of the amounts for the three and six months ended June 30, 2016 and 2015, for financial instruments classified within level 3. The classification of a financial instrument within level 3 is based upon the significance of the unobservable inputs to the overall fair value measurement.
 
Three Months Ended June 30, 2016
 
Balance at March 31, 2016
 
Transfers in
 
Transfers out
 
Purchases/(covers)
 
(Sales)/shorts
 
Realized and Unrealized gains/losses
 
Balance at June 30, 2016
 
Change in unrealized gains/losses relating to instruments still held (1)
 
(dollars in thousands)
Operating Entities
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Preferred stock
$
13,646

 
$

 
$
(1,000
)
(b)
$
200

 
$

 
$
396

 
$
13,242

 
$
394

Common stocks
6,265

 

 

 
1,204

 
(135
)
 
411

 
7,745

 
276

Convertible bonds
250

 

 

 

 

 

 
250

 

Options, asset
20,892

 

 

 

 

 
(12,345
)
 
8,547

 
(12,345
)
Options, liability
20,892

 

 

 

 

 
(12,345
)
 
8,547

 
(12,345
)
Warrants and rights
2,505

 

 

 
1,914

 
(817
)
 
(299
)
 
3,303

 
402

Lehman claim
293

 

 

 

 

 
(23
)
 
270

 
(23
)
Contingent consideration liability
8,293

 

 

 
2,397

 
(3,493
)
 

 
7,197

 

Consolidated Funds
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Preferred stock
28,000

 

 

 
13,000

 

 

 
41,000

 

 
Three Months Ended June 30, 2015
 
Balance at March 31, 2015
 
Transfers in
 
Transfers out
 
Purchases/(covers)
 
(Sales)/shorts
 
Realized and Unrealized gains/losses
 
Balance at June 30, 2015
 
Change in unrealized gains/losses relating to instruments still held (1)
 
(dollars in thousands)
Operating Entities
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Preferred stock
$
19,480

 
$

 
$
(6,823
)
(a)
$
10,875

 
$

 
$
(70
)
 
$
23,462

 
$
(70
)
Common stocks
411

 

 

 

 
(28
)
 
21

 
404

 
7

Convertible bonds
879

 

 

 

 

 

 
879

 

Options, asset
41,642

 

 

 

 

 
16,934

 
58,576

 
16,934

Options, liability
41,642

 

 

 

 

 
16,934

 
58,576

 
16,934

Warrants and rights
2,559

 

 

 

 
(57
)
 
(186
)
 
2,316

 
(212
)
Lehman claim
361

 

 

 

 

 
(14
)
 
347

 
(14
)
Contingent consideration liability
3,974

 

 

 

 
(1,616
)
 

 
2,358

 

Consolidated Funds
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Lehman claim
494

 

 

 

 

 
250

 
744

 
250

 
Six Months Ended June 30, 2016
 
Balance at December 31, 2015
 
Transfers in
 
Transfers out
 
Purchases/(covers)
 
(Sales)/shorts
 
Realized and Unrealized gains/losses
 
Balance at June 30, 2016
 
Change in unrealized gains/losses relating to instruments still held (1)
 
(dollars in thousands)
 
 
Operating Entities
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Preferred stock
$
12,872

 
$

 
$
(1,000
)
(b)
$
200

 
$
(218
)
 
$
1,388

 
$
13,242

 
$
960

Common stocks
3,278

 

 

 
2,273

 
(135
)
 
2,329

 
7,745

 
2,330

Convertible bonds
819

 

 

 

 
(569
)
 

 
250

 

Options, asset
18,194

 

 

 

 

 
(9,647
)
 
8,547

 
(9,647
)
Options, liability
18,194

 

 

 

 

 
(9,647
)
 
8,547

 
(9,647
)
Warrants and Rights
2,572

 

 

 
1,914

 
(817
)
 
(366
)
 
3,303

 
(353
)
Lehman claim
299

 

 

 

 

 
(29
)
 
270

 
(29
)
Contingent consideration liability
6,158

 

 

 
2,397

 
(3,493
)
 
2,135

 
7,197

 
2,135

Consolidated Funds
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Preferred stock
32,000

 


 
(4,000
)
(a)
13,000

 

 

 
41,000

 

 
Six Months Ended June 30, 2015
 
Balance at December 31, 2014
 
Transfers in
 
Transfers out
 
Purchases/(covers)
 
(Sales)/shorts
 
Realized and Unrealized gains/losses
 
Balance at June 30, 2015
 
Change in unrealized gains/losses relating to instruments still held (1)
 
(dollars in thousands)
Operating Entities
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Preferred stock
$
12,517

 
$

 
$
(6,823
)
(b)
$
18,250

 
$

 
$
(482
)
 
$
23,462

 
$
(483
)
Common stocks
412

 

 

 

 
(31
)
 
23

 
404

 
12

Convertible bonds
900

 

 

 

 

 
(21
)
 
879

 
(21
)
Options, asset
36,807

 

 

 

 

 
21,769

 
58,576

 
21,769

Options, liability
36,807

 

 

 

 

 
21,769

 
58,576

 
21,769

Warrants and Rights, asset
1,322

 

 

 
26

 
(71
)
 
1,039

 
2,316

 
985

Lehman claim
380

 

 

 

 

 
(33
)
 
347

 
(33
)
Contingent consideration liability
4,083

 

 

 

 
(1,725
)
 

 
2,358

 

Consolidated Funds
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Lehman claim
493

 

 

 

 

 
251

 
744

 
250

(1) Unrealized gains/losses are reported in other income (loss) in the accompanying condensed consolidated statements of
operations.
(a) The investment was converted to equity.
(b) The investment completed an initial public offering.
All realized and unrealized gains (losses) in the table above are reflected in other income (loss) in the accompanying condensed consolidated statements of operations.
Certain assets and liabilities are measured at fair value on a nonrecurring basis and therefore are not included in the tables above.
The Company recognizes all transfers and the related unrealized gain (loss) at the beginning of the reporting period.
Transfers between level 1 and 2 generally relate to whether the principal market for the security becomes active or inactive. Transfers between level 2 and 3 generally relate to whether significant relevant observable inputs are available for the fair value measurements or due to change in liquidity restrictions for the investments.
During the three and six months ended June 30, 2016 and 2015, there were no transfers between level 1 and level 2 assets and liabilities.
The following table includes quantitative information as of June 30, 2016 and December 31, 2015 for financial instruments classified within level 3. The table below quantifies information about the significant unobservable inputs used in the fair value measurement of the Company's level 3 financial instruments.
 
Quantitative Information about Level 3 Fair Value Measurements
 
Fair Value at June 30, 2016
 
Valuation techniques
 
Unobservable Inputs
 
Range
Level 3 Assets
(dollars in thousands)
 
 
 
 
 
 
Common and preferred stocks
$
5,455

 
Market/transaction multiples and option pricing method Illiquidity discount, discounted cash flow

Volatility Market multiples Discount Discount rate

35% 1x to 9.5x 90% 9.5%
Warrants and rights, net
3,303

 
Model based
 
Volatility
 
18% to 105% (weighted average 86%)
Options
8,547

 
Option pricing models
 
Volatility
 
42%
Other level 3 assets (a)
57,052

 
 
 
 
 
 
Total level 3 assets
74,357

 
 
 
 
 
 
Level 3 Liabilities
 
 
 
 
 
 
 
Options
8,547

 
Option pricing models
 
Volatility
 
42%
Contingent consideration
7,197

 
Discounted cash flows
 
Projected cash flow and discount rate
 
0% - 31%
(weighted average 21%)
Total level 3 liabilities
$
15,744

 
 
 
 
 
 
 
Quantitative Information about Level 3 Fair Value Measurements
 
Fair Value at December 31, 2015
 
Valuation techniques
 
Unobservable Inputs
 
Range
Level 3 Assets
(dollars in thousands)

 
 
 
 
 
 
Common and preferred stocks
$
2,569

 
Market multiples and option pricing method
 
Volatility Market multiples
 
34% 1x to 4.75x
Convertible bonds
819

 
Recovery analysis
 
Recovery rate
 
50%
Warrants and rights, net
2,572

 
Model based
 
Volatility
 
18% to 61% (weighted average 43%)
Options
18,194

 
Option pricing models
 
Volatility Credit spreads
 
38%
Other level 3 assets (a)
45,880

 
 
 
 
 
 
Total level 3 assets
70,034

 
 
 
 
 
 
Level 3 Liabilities
 
 
 
 
 
 
 
Options
18,194

 
Option pricing models
 
Volatility Credit spreads
 
38%
Contingent consideration
6,158

 
Discounted cash flows
 
Projected cash flow and discount rate
 
6.6% - 24.5%
(weighted average 16.4%)
Total level 3 liabilities
$
24,352

 
 
 
 
 
 
(a)
The quantitative disclosures exclude financial instruments for which the determination of fair value is based on prices from prior transactions.
The Company has established valuation policies and procedures and an internal control infrastructure over its fair value measurement of financial instruments which includes ongoing oversight by the valuation committee as well as periodic audits performed by the Company's internal audit group. The valuation committee is comprised of senior management, including non-investment professionals, who are responsible for overseeing and monitoring the pricing of the Company's investments, including the review of the results of the independent price verification process, approval of new trading asset classes and use of applicable pricing models and approaches.
The US GAAP fair value leveling hierarchy is designated and monitored on an ongoing basis. In determining the designation, the Company takes into consideration a number of factors including the observability of inputs, liquidity of the investment and the significance of a particular input to the fair value measurement. Designations, models, pricing vendors, third party valuation providers and inputs used to derive fair market value are subject to review by the valuation committee and the internal audit group. The Company reviews its valuation policy guidelines on an ongoing basis and may adjust them in light of, improved valuation metrics and models, the availability of reliable inputs and information, and prevailing market conditions. The Company reviews a daily profit and loss report, as well as other periodic reports, and analyzes material changes from period-to-period in the valuation of its investments as part of its control procedures. The Company also performs back testing on a regular basis by comparing prices observed in executed transactions to previous valuations.
The fair market value for level 3 securities may be highly sensitive to the use of industry standard models, unobservable inputs and subjective assumptions. The degree of fair market value sensitivity is also contingent upon the subjective weight given to specific inputs and valuation metrics. The Company holds various equity and debt instruments where different weight may be applied to industry standard models representing standard valuation metrics such as: discounted cash flows, market multiples, comparative transactions, capital rates, recovery rates and timing, and bid levels. Generally, changes in the weights ascribed to the various valuation metrics and the significant unobservable inputs in isolation may result in significantly lower or higher fair value measurements. Volatility levels for warrants and options are not readily observable and subject to interpretation. Changes in capital rates, discount rates and replacement costs could significantly increase or decrease the valuation of the real estate investments. The interrelationship between unobservable inputs may vary significantly amongst level 3 securities as they are generally highly idiosyncratic. Significant increases (decreases) in any of those inputs in isolation can result in a significantly lower (higher) fair value measurement.
Other financial assets and liabilities
The following table presents the carrying values and fair values, at June 30, 2016 and December 31, 2015, of financial assets and liabilities and information on their classification within the fair value hierarchy which are not measured at fair value on a recurring basis. For additional information regarding the financial instruments within the scope of this disclosure, and the methods and significant assumptions used to estimate their fair value see Note 3.
 
June 30, 2016
 
December 31, 2015
 
Fair Value Hierarchy
 
Carrying Amount
 
Fair Value
 
Carrying Amount
 
Fair Value
 
 
 
 
(dollars in thousands)
 
 
 
 
Financial Assets
 
 
 
 
 
 
 
 
 
Operating companies
 
 
 
 
 
 
 
 
 
Cash and cash equivalents
$
57,783

 
$
57,783

 
$
158,485

 
$
158,485

 
Level 1
Cash collateral pledged
13,772

 
13,772

 
10,085

 
10,085

 
Level 2
Consolidated funds
 
 
 
 
 
 
 
 
 
Cash and cash equivalents
7,942

 
7,942

 
13,934

 
13,934

 
Level 1
Financial Liabilities
 
 


 
 
 
 
 
 
Convertible debt
126,138

(a)
137,280

(b)
122,401

(a)
144,946

(b)
Level 2
Notes payable and other debt
104,752

 
110,313

 
68,565

 
71,945

 
Level 2

(a)
The carrying amount of the convertible debt includes an unamortized discount of $21.4 million and $24.7 million as of June 30, 2016 and December 31, 2015.
(b)
The convertible debt include the conversion option and is based on the last broker quote available.