Investments of Operating Entities and Consolidated Funds |
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Investments, Debt and Equity Securities [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Investments of Operating Entities and Consolidated Funds | Operating entities Securities owned, at fair value Securities owned, at fair value are held by the Company and are considered held for trading. Substantially all equity securities, which are not part of the Company's self-clearing securities finance activities, are pledged to external clearing brokers under terms which permit the external clearing broker to sell or re-pledge the securities to others subject to certain limitations. As of March 31, 2020 and December 31, 2019, securities owned, at fair value consisted of the following:
(a)As of March 31, 2020, maturities ranged from May 2020 to February 2048 and interest rates ranged from 0% to 8.75%. As of December 31, 2019, maturities ranged from January 2020 to June 2020 with an interest rate of 0%. (b)As of March 31, 2020, maturities ranged from April 2020 to March 2022 with an interest rate of 8%. As of December 31, 2019, maturities ranged from April 2020 to March 2022 with an interest rate of 8%. (c)As of March 31, 2020, maturities ranged from May 2020 to October 2027 and interest rates ranged from 0% to 15.5%. As of December 31, 2019, maturities ranged from January 2020 to May 2037 and interest rates ranged from 0% to 15.0%. * The Company has elected the fair value option for securities owned, at fair value with a fair value of $9.6 million and $8.4 million, respectively, at March 31, 2020 and December 31, 2019. Receivable on and Payable for derivative contracts, at fair value The Company's direct involvement with derivative financial instruments includes total return swaps, futures, currency forwards, equity swaps, credit default swaps and options. The Company's derivatives trading activities expose the Company to certain risks, such as price and interest rate fluctuations, volatility risk, credit risk, counterparty risk, foreign currency movements and changes in the liquidity of markets. The Company's long and short exposure to derivatives is as follows:
(a) Includes the volume of contracts for index, equity, commodity future and cash conversion options.
(a) Includes the volume of contracts for index, equity, commodity future and cash conversion options. The following tables present the gross and net derivative positions and the related offsetting amount, as of March 31, 2020 and December 31, 2019. This table does not include the impact of over-collateralization.
(a)Includes financial instruments subject to enforceable master netting provisions that are permitted to be offset to the extent an event of default has occurred. (b)Includes the amount of collateral held or posted. The realized and unrealized gains/(losses) related to derivatives trading activities were $28.8 million and $(2.2) million for the three months ended March 31, 2020 and 2019, respectively, and are included in other income in the accompanying condensed consolidated statements of operations. Pursuant to the various derivatives transactions discussed above, except for exchange traded derivatives and certain options, the Company is required to post/receive collateral. As of March 31, 2020 and December 31, 2019, collateral consisting of $12.9 million and $10.5 million of cash is included in receivable from brokers, dealers and clearing organizations of $773.3 million and $681.7 million, respectively, and payable to brokers, dealers and clearing organizations, of $330.1 million and $271.0 million, respectively, on the accompanying condensed consolidated statements of financial condition. As of March 31, 2020 and December 31, 2019, all derivative contracts were with major financial institutions. Other investments As of March 31, 2020 and December 31, 2019, other investments included the following:
(1) Portfolio Funds, at fair value The Portfolio Funds, at fair value as of March 31, 2020 and December 31, 2019, included the following:
* These Portfolio Funds are affiliates of the Company. The Company has no unfunded commitments regarding the Portfolio Funds held by the Company except as noted in Note 16. (a)HealthCare Royalty Partners, L.P. and HealthCare Royalty Partners II, L.P. are private equity funds and therefore distributions will be made when cash flows are received from the underlying investments, typically on a quarterly basis. (b)Eclipse Ventures Fund I, L.P. is a private equity fund which invests in early stage and growth hardware companies. Distributions will be made when the underlying investments are liquidated. (c)Starboard Value and Opportunity Fund permits quarterly withdrawals upon 90 days' notice. (d)Lagunita Biosciences, LLC, is a healthcare investment company that creates and grows early stage companies to commercialize impactful translational science that addresses significant clinical needs, is a private equity structure and therefore distributions will be made when the underlying investments are liquidated. (e)Starboard Leaders Fund LP does not permit withdrawals, but instead allows terminations with respect to capital commitments upon 30 days' prior written notice at any time following the first anniversary of an investor's initial capital contribution. (f)Formation8 Partners Fund I, L.P. is a private equity fund which invests in early stage and growth transformational information and energy technology companies. Distributions will be made when the underlying investments are liquidated. (g)RCG Longview Debt Fund V, L.P. and RCG Longview Equity Fund, LP are real estate private equity structures. The timing of distributions depends on the nature of the underlying investments and therefore will be made either quarterly or when the underlying investments are liquidated. (h)Difesa Partners, LP permits semi-annual withdrawals occurring on or after the anniversary of initial contribution upon 90 days written notice. (i)Cowen Healthcare Investments II LP and Cowen Healthcare Investments III LP are private equity funds. Distributions are made from the fund when cash flows or securities are received from the underlying investments. Investors do not have redemption rights. (j)Eclipse SPV I, L.P. is a co-investment vehicle organized to invest in a private company focused on software-driven automation projects. Distributions will be made when the underlying investments are liquidated. (k)TriArtisan ES Partners LLC is a co-investment vehicle organized to invest in a privately held nuclear services company. Distributions will be made when the underlying investment is liquidated. (l)TriArtisan PFC Partners LLC is a co-investment vehicle organized to invest in a privately held casual dining restaurant chain. Distributions will be made when the underlying investment in liquidated. (m)Other private investment represents the Company's closed end investment in a Portfolio Fund that invests in a wireless broadband communication provider in Italy. (n)The majority of these investment funds are affiliates of the Company or are managed by the Company and the investors can redeem from these funds as investments are liquidated. (2)Carried interest The Company applies an accounting policy election to recognize incentive income allocated to the Company under an equity ownership model in other investments in the accompanying condensed consolidated statements of financial condition (see Note 2m). Carried interest allocated to the Company from certain Portfolio Funds represents Cowen's general partner capital accounts from those funds. These balances are subject to change upon cash distributions, additional allocations or reallocations back to limited partners within the respective funds. A portion of the Company's carried interest is granted to employees through profit sharing awards designed to more closely align compensation with the overall realized performance of the Company. These arrangements enable certain employees to earn compensation based on performance revenue earned by the Company are recorded within compensation payable in the accompanying condensed consolidated statements of financial condition. The carried interest as of March 31, 2020 and December 31, 2019, included the following:
(a)Other private investment represents the Company's closed end investment in a Portfolio Fund that invests in a wireless broadband communication provider in Italy. * These carried interest balances are earned from affiliates of the Company. (3)Equity method investments Equity method investments include investments held by the Company in several operating companies whose operations primarily include the day-to-day management of a number of real estate funds, including the portfolio management and administrative services related to the acquisition, disposition, and active monitoring of the real estate funds' underlying debt and equity investments. The Company's ownership interests in these equity method investments range from 15% to 55%. The Company holds a majority of the outstanding ownership interest (i.e., more than 50%) in RCG Longview Partners II, LLC and 40% in Surf House Ocean Views Holdings, LLC (which is a joint venture in a real estate development project). The operating agreement that governs the management of day-to-day operations and affairs of these entities stipulates that certain decisions require support and approval from other members in addition to the support and approval of the Company. As a result, all operating decisions made in these entities requires the support of both the Company and an affirmative vote of a majority of the other managing members who are not affiliates of the Company. As the Company does not possess control over any of these entities, the presumption of consolidation has been overcome pursuant to current Accounting Standards and the Company accounts for these investments under the equity method of accounting. Also included in equity method investments are the investments in (a) HealthCare Royalty Partners General Partners and (b) Starboard Value (and certain related parties) which serves as an operating company whose operations primarily include the day-to-day management (including portfolio management) of several activist investment funds and related managed accounts. The Company completed an assessment of the recoverability of the Company's equity method investments and determined that the carrying value of the investment in Surf House Ocean View Holdings, LLC exceeded the estimated fair value of the Company's interest, which was other than temporary. Accordingly, an other than temporary impairment charge of $7.3 million was recognized to reduce the carrying value of the investment to fair value at March 31, 2020. The Company recorded no impairment charges in relation to its equity method investments for the three months ended March 31, 2019. The Company elected to use the cumulative earnings approach for the distributions it receives from its equity method investments. Under the cumulative earnings approach, any distributions received up to the amount of cumulative earnings are treated as return on investment and classified in operating activities within the cash flows. Any excess distributions would be considered as return of investments and classified in investing activities. The following table summarizes equity method investments held by the Company:
The Company's income (loss) from equity method investments was a loss of $0.04 million and income of $16.3 million for the three months ended March 31, 2020 and 2019, respectively, and is included in net gains (losses) on securities, derivatives and other investments on the accompanying condensed consolidated statements of operations. Regulation S-X Rule 10-01(b)(1) For the period ended March 31, 2020, certain investments subject to Regulation S-X Rule 10-01(b)(1) of the SEC guidance held by the Company in aggregate have met the significance criteria as defined thereunder. As such, the Company is required to present summarized financial information for these significant investees as of March 31, 2020 and December 31, 2019 and for the three months ended March 31, 2020 and 2019, and such information is as follows:
Securities sold, not yet purchased, at fair value Securities sold, not yet purchased, at fair value represent obligations of the Company to deliver a specified security at a contracted price and, thereby, create a liability to purchase that security at prevailing prices. The Company's liability for securities to be delivered is measured at their fair value as of the date of the condensed consolidated financial statements. However, these transactions result in off-balance sheet risk, as the Company's ultimate cost to satisfy the delivery of securities sold, not yet purchased, at fair value may exceed the amount reflected in the accompanying condensed consolidated statements of financial condition. Substantially all equity securities and options are pledged to the clearing broker under terms which permit the clearing broker to sell or re-pledge the securities to others subject to certain limitations. As of March 31, 2020 and December 31, 2019, securities sold, not yet purchased, at fair value consisted of the following:
(a)As of March 31, 2020, the maturities ranged from April 2020 to May 2067 and interest rates ranged from 5.00% to 6.75%. As of December 31, 2019, the maturities ranged from January 2024 to May 2037 and interest rates ranged from 4.88% to 6.25%. (b)As of March 31, 2020, the maturities ranged from October 2024 to February 2048 and interest rates ranged from 6.25% to 8.75%. As of December 31, 2019, the maturities ranged from October 2024 to March 2038 and interest rates ranged from 7.00% to 8.25%. Securities sold under agreements to repurchase and securities lending and borrowing transactions The following tables present the contractual gross and net securities borrowing and lending agreements and securities sold under agreements to repurchase and the related offsetting amount as of March 31, 2020 and December 31, 2019.
(a)Includes financial instruments subject to enforceable master netting provisions that are permitted to be offset to the extent an event of default has occurred. (b)Includes the amount of cash collateral held/posted. The following tables present gross obligations for securities loaned and securities sold under agreements to repurchase by remaining contractual maturity and class of collateral pledged as of March 31, 2020 and December 31, 2019:
Variable Interest Entities The total assets and liabilities of the variable interest entities for which the Company has concluded that it holds a variable interest, but for which it is not the primary beneficiary, are $5.7 billion and $563.0 million as of March 31, 2020 and $6.1 billion and $617.5 million as of December 31, 2019, respectively. The carrying value of the Company's exposure to loss for these variable interest entities as of March 31, 2020 was $209.2 million, and as of December 31, 2019 was $241.2 million, all of which is included in other investments, at fair value in the accompanying condensed consolidated statements of financial condition. The exposure to loss primarily relates to the Consolidated Fund's investment in the Unconsolidated Master Fund and the Company's investment in unconsolidated investment companies. Additionally, the Company's maximum exposure to loss for the variable interest entities noted above as of March 31, 2020 and December 31, 2019, was $226.1 million and $261.7 million, respectively. The maximum exposure to loss often differs from the carrying value of exposure to loss of the variable interests. The maximum exposure to loss is dependent on the nature of the variable interests in the VIEs and is limited to the notional amounts of certain commitments and guarantees. b. Consolidated Funds Securities owned, at fair value As of March 31, 2020 and December 31, 2019, securities owned, at fair value, held by the Consolidated Funds consisted of the following:
(a)As of March 31, 2020, the maturity was April 2020 with an interest rate of 0%. As of December 31, 2019, maturities ranged from February 2020 to March 2020 and interest rates were 0%. (b)As of March 31, 2020, the maturity was May 2026 with an interest rate of 6.25%. As of December 31, 2019, the maturity was July 2023 with an interest rate of 7.50%. Receivable on derivative contracts As of March 31, 2020 and December 31, 2019, receivable on derivative contracts, at fair value, held by the Consolidated Funds are comprised of:
Payable for derivative contracts As of March 31, 2020 and December 31, 2019, payable for derivative contracts, at fair value, held by the Consolidated Funds are comprised of:
Other investments, at fair value Investments in Portfolio Funds, at fair value As of March 31, 2020 and December 31, 2019, investments in Portfolio Funds, at fair value, included the following:
Consolidated portfolio fund investments of Enterprise LP On May 12, 2010, the Company announced its intention to close Enterprise Master. Enterprise LP operated under a "master-feeder" structure up until January 1, 2019, when Enterprise Master distributed its capital to each feeder and was liquidated. As of March 31, 2020 and December 31, 2019, the consolidated investments in Portfolio Funds include Enterprise LP's investment in RCG Special Opportunities Fund, Ltd which is a portfolio fund that invests in a limited number of private equity investments directly as well as through affiliated portfolio funds. Consolidated portfolio fund investments of Merger Fund The Merger Fund operates under a "master-feeder" structure, whereby Merger Master shareholders are Merger Fund and Ramius Merger Fund Ltd. The consolidated investments in Portfolio Funds include Merger Fund's investment of $61.0 million and $76.6 million in Merger Master as of March 31, 2020 and December 31, 2019, respectively. The Merger Master's investment objective is to achieve consistent absolute returns while emphasizing the preservation of investor capital. The Merger Master seeks to achieve these objectives by taking a fundamental, research-driven approach to investing, primarily in the securities of issuers engaged in, or subject to, announced (or unannounced but otherwise anticipated) extraordinary corporate transactions, which may include, but are not limited to, mergers, acquisitions, leveraged buyouts, tender offers, hostile takeover bids, sale processes, exchange offers, and recapitalizations. Merger Master invests in the securities of one or more issuers engaged in or subject to such extraordinary corporate transactions. Merger Master typically seeks to derive a profit by realizing the price differential, or "spread," between the market price of securities purchased or sold short and the market price or value of securities realized in connection with the completion or termination of the extraordinary corporate transaction, or in connection with the adjustment of market prices in anticipation thereof, while seeking to minimize the market risk associated with the aforementioned investment activities. Merger Master will, depending on market conditions, generally focus the majority of its investment program on announced transactions. If the investment manager of Merger Master considers it necessary, it may either alone or as part of a group, also initiate shareholder actions seeking to maximize value. Such shareholder actions may include, but are not limited to, re-orienting management's focus or initiating the sale of the company (or one or more of its divisions) to a third party. There are no unfunded commitments at Merger Fund. Indirect Concentration of the Underlying Investments Held by Consolidated Funds From time to time, either directly or indirectly through its investments in the Consolidated Funds, the Company may maintain exposure to a particular issue or issuer (both long and/or short) which may account for 5% or more of the Company's equity. Based on information that is available to the Company as of March 31, 2020 and December 31, 2019, the Company assessed whether or not its interests in an issuer for which the Company's pro-rata share exceeds 5% of the Company's equity. There was one indirect concentration that exceeded 5% of the Company's equity as of March 31, 2020 and December 31, 2019, respectively. Through its investments in a Consolidated Fund and combined with direct Company investments, the Company maintained exposure to a particular investment which accounted for 5% or more of the Company's equity.
Underlying Investments of Unconsolidated Funds Held by Consolidated Funds Merger Master Merger Fund's investment in Merger Master represents Merger Fund's proportionate share of Merger Master's net assets; as a result, the investment balances of Merger Master reflected below may exceed the net investment which Merger Fund has recorded. The following tables present summarized investment information for the underlying investments and derivatives held by Merger Master as of March 31, 2020 and December 31, 2019: Merger Master
Receivable on derivative contracts, at fair value, owned by Merger Master
Payable for derivative contracts, at fair value, owned by Merger Master
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