Fair Value Disclosures | 8. FAIR VALUE DISCLOSURES Fair Value Option The Company has elected to account for certain of its other financial assets at fair value under the fair value option provisions of FASB ASC 825. The primary reason for electing the fair value option was to reduce the burden of monitoring the differences between the cost and the fair value of the Company’s investments, previously classified as available for sale securities, including the assessment as to whether the declines are temporary in nature and to further remove an element of management judgment. Such financial assets accounted for at fair value include: · securities that would otherwise qualify for available for sale treatment; · investments in equity method affiliates where the affiliate has all of the attributes in FASB ASC 946-10-15-2 (commonly referred to as investment companies); and · investments in residential loans. The changes in fair value (realized and unrealized gains and losses) of these instruments for which the Company has elected the fair value option are recorded in principal transactions and other income in the consolidated statements of operations. All of the investments for which the Company has elected the fair value option are included as a component of other investments, at fair value in the consolidated balance sheets. The Company recognized net gains (losses) related to changes in fair value of investments that are included as a component of other investments, at fair value during the three months ended September 30, 2019 and 2018 of $140 and $1,976 , respectively. The Company recognized net gains (losses) related to changes in fair value of investments that are included as a component of other investments, at fair value during the nine months ended September 30, 2019 and 2018 of $ 879 and $3,136 , respectively. Fair Value Measurements In accordance with FASB ASC 820, the Company has categorized its financial instruments, based on the priority of the inputs to the valuation technique, into a three level valuation hierarchy. The valuation hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (level 1 measurement) and the lowest priority to unobservable inputs (level 3 measurement). The three levels of the valuation hierarchy under FASB ASC 820 are described below. Level 1 Financial assets and liabilities that have values based on unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities. Level 2 Financial assets and liabilities that have values based on one or more of the following: 1. Quoted prices for similar assets or liabilities in active markets; 2. Quoted prices for identical or similar assets or liabilities in non-active markets; 3. Pricing models whose inputs, other than quoted prices, are observable for substantially the full term of the asset or liability; or 4. Pricing models that have inputs derived principally from or corroborated by observable market data through correlation or other means for substantially the full term of the asset or liability. Level 3 Financial assets and liabilities that have values based on prices or valuation techniques that require inputs that are both significant to the fair value measurement and unobservable. These inputs reflect management’s own assumptions about the assumptions a market participant would use in pricing the asset or liability. In certain cases, the inputs used to measure fair value may fall into different levels of the valuation hierarchy. In such cases, the level in the valuation hierarchy within which the fair value measurement in its entirety falls has been determined based on the lowest level input that is significant to the fair value measurement in its entirety. The Company’s assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment and considers factors specific to the asset or liability. Both observable and unobservable inputs may be used to determine the fair value of positions that the Company has classified within the level 3 of the valuation hierarchy. As a result, the unrealized gains and losses for assets and liabilities within the level 3 of the valuation hierarchy presented in the tables below may include changes in fair value that were attributable to both observable (e.g., changes in market interest rates) and unobservable (e.g., changes in unobservable long-dated volatilities) inputs. A review of the valuation hierarchy classifications is conducted on a quarterly basis. Changes in the type of inputs may result in a reclassification for certain financial assets or liabilities . There were no transfers between level 1 and level 2 of the valuation hierarchy during the nine months ended September 30, 2019 and 2018 . Reclassifications between levels of the valuation hierarchy are reported as transfers in or transfers out as of the beginning of the quarter in which such reclassifications occur. The following tables present information about the Company’s assets and liabilities measured at fair value on a recurring basis as of September 30, 2019 and December 31, 2018 and indicate the valuation hierarchy level as well as the valuation techniques utilized by the Company to determine such fair value. FAIR VALUE MEASUREMENTS ON A RECURRING BASIS September 30, 2019 (Dollars in Thousands) Significant Significant Quoted Prices in Other Observable Unobservable Active Markets Inputs Inputs Assets Fair Value (Level 1) (Level 2) (Level 3) Investments-trading: U.S. government agency MBS and CMOs $ 131,548 $ - $ 131,548 $ - U.S. government agency debt securities 24,298 - 24,298 - RMBS 16 - 16 - U.S. Treasury securities 20,523 20,523 - - ABS 100 - 100 - SBA loans 9,633 - 9,633 - Corporate bonds and redeemable preferred stock 34,146 - 34,146 - Foreign government bonds 905 - 905 - Municipal bonds 16,817 - 16,817 - Certificates of deposit 1,790 - 1,790 - Derivatives 4,002 - 4,002 - Equity securities 150 - 150 - Total investments - trading $ 243,928 $ 20,523 $ 223,405 $ - Other investments, at fair value: Equity securities $ 1,432 $ 270 $ 1,162 $ - CLOs 2,640 - - 2,640 CDOs 26 - - 26 Residential loans 654 - 654 - 4,752 $ 270 $ 1,816 $ 2,666 Investments measured at NAV (1) 2,140 Total other investments, at fair value $ 6,892 Liabilities Trading securities sold, not yet purchased: U.S. Treasury securities $ 13,732 $ 13,732 $ - $ - Corporate bonds and redeemable preferred stock 75,465 - 75,465 - Municipal bonds 20 - 20 - Derivatives 697 - 697 - Equity securities 102 102 - - Total trading securities sold, not yet purchased $ 90,016 $ 13,834 $ 76,182 $ - (1) As a practical expedient, the Company uses NAV or its equivalent to measure the fair value of its investments in the U.S. Insurance JV and the SPAC Fund. The U.S. Insurance JV invests in debt issued by small and medium sized U.S. and Bermuda insurance and reinsurance companies. The SPAC Fund invests in equity securities of SPACs. According to ASC 820, these investments are not categorized within the valuation hierarchy. FAIR VALUE MEASUREMENTS ON A RECURRING BASIS December 31, 2018 (Dollars in Thousands) Significant Significant Quoted Prices in Other Observable Unobservable Active Markets Inputs Inputs Assets Fair Value (Level 1) (Level 2) (Level 3) Investments-trading: U.S. government agency MBS and CMOs $ 149,651 $ - $ 149,651 $ - U.S. government agency debt securities 14,915 - 14,915 - RMBS 21 - 21 - U.S. Treasury securities 4,099 4,099 - - ABS 100 - 100 - SBA loans 31,496 - 31,496 - Corporate bonds and redeemable preferred stock 44,507 - 44,507 - Foreign government bonds 117 - 117 - Municipal bonds 47,433 - 47,433 - Certificates of deposit 302 - 302 - Derivatives 8,212 - 8,212 - Equity securities 382 - 382 - Total investments - trading $ 301,235 $ 4,099 $ 297,136 $ - Other investments, at fair value: Equity Securities $ 6,650 $ 5,775 $ 875 $ - CLOs 2,730 - - 2,730 CDOs 26 - - 26 Residential loans 325 - 325 - Foreign currency forward contracts (13) (13) - - 9,718 $ 5,762 $ 1,200 $ 2,756 Investments measured at NAV (1) 4,050 Total other investments, at fair value $ 13,768 Liabilities Trading securities sold, not yet purchased: U.S. government agency MBS $ 16 $ - $ 16 $ - U.S. Treasury securities 70,010 70,010 - - Corporate bonds and redeemable preferred stock 43,957 - 43,957 - Municipal bonds 20 - 20 - Derivatives 6,119 - 6,119 - Total trading securities sold, not yet purchased $ 120,122 $ 70,010 $ 50,112 $ - (1) As a practical expedient, the Company uses NAV or its equivalent to measure the fair value of its investments in EuroDekania., the U.S. Insurance JV, and the SPAC Fund. EuroDekania sold its remaining investments in 2019. Prior to its sale of its remaining investments, EuroDekania invest ed in hybrid capital securities of European companies. The U.S. Insurance JV invests in debt issued by small and medium sized U.S. and Bermuda insurance and reinsurance companies. The SPAC Fund invests in equity securities of SPACs. According to ASC 820, these investments are not categorized within the valuation hierarchy . The following provides a brief description of the types of financial instruments the Company holds, the methodology for estimating fair value, and the level within the valuation hierarchy of the estimate. The discussion that follows applies regardless of whether the instrument is included in investments-trading; other investments, at fair value; or trading securities sold, not yet purchased. U.S. Government Agency MBS and CMOs : These are securities that are generally traded over-the-counter. The Company generally values these securities using third party quotations such as unadjusted broker-dealer quoted prices or market price quotations from third party pricing services. These valuations are based on a market approach. The Company classifies the fair value of these securities within level 2 of the valuation hierarchy. U.S. Government Agency Debt Securities : Callable and non-callable U.S. government agency debt securities are measured primarily based on quoted market prices obtained from third party pricing services. Non-callable U.S. government agency debt securities are generally classified within level 1 and callable U.S. government agency debt securities are classified within level 2 of the valuation hierarchy. RMBS : The Company generally values these securities using third party quotations such as unadjusted broker-dealer quoted prices or market price quotations from third party pricing services. These valuations are based on a market approach. The Company generally classifies the fair value of these securities based on third party quotations within level 2 of the valuation hierarchy. U.S. Treasury Securities : U.S. Treasury securities include U.S. Treasury bonds and notes and the fair values of the U.S. Treasury securities are based on quoted prices or market activity in active markets. Valuation adjustments are not applied. The Company classifies the fair value of these securities within level 1 of the valuation hierarchy. CLOs, CDOs, and ABS : CLOs, CDOs, and ABS are interests in securitizations. ABS may include, but are not limited to, securities backed by auto loans, credit card receivables, or student loans. When the Company is able to obtain independent market quotations from at least two broker-dealers and where a price within the range of at least two broker-dealers is used or market price quotations from third party pricing services is used, these interests in securitizations will generally be classified within level 2 of the valuation hierarchy. These valuations are based on a market approach. The independent market quotations from broker-dealers are generally nonbinding. The Company seeks quotations from broker-dealers that historically have actively traded, monitored, issued, and been knowledgeable about the interests in securitizations. The Company generally believes to the extent that it (i) receives two quotations in a similar range from broker-dealers knowledgeable about these interests in securitizations and (ii) considers the broker-dealers gather and utilize observable market information such as new issue activity in the primary market, trading activity in the secondary market, credit spreads versus historical levels, bid-ask spreads, and price consensus among market participants and sources, then classification within level 2 of the valuation hierarchy is appropriate. In the absence of two broker-dealer market quotations, a single broker-dealer market quotation may be used without corroboration of the quote in which case the Company generally classifies the fair value within level 3 of the valuation hierarchy. If quotations are unavailable, prices observed by the Company for recently executed market transactions or valuation models prepared by the Company’s management may be used, which are based on an income approach. These models prepared by the Company’s management include estimates, and the valuations derived from them could differ materially from amounts realizable in an open market exchange. Each CLO and CDO position is evaluated independently taking into consideration available comparable market levels, underlying collateral performance and pricing, deal structures, and liquidity. Fair values based on internal valuation models prepared by the Company’s management are generally classified within level 3 of the valuation hierarchy. Establishing fair value is inherently subjective (given the volatile and sometimes illiquid markets for certain interests in securitizations) and requires management to make a number of assumptions, including assumptions about the future of interest rates, discount rates, and the timing of cash flows. The assumptions the Company applies are specific to each security. Although the Company may rely on internal calculations to compute the fair value of certain interest in securitizations, the Company requests and considers indications of fair value from third party pricing services to assist in the valuation process. SBA Loans : SBA loans include loans and SBA interest only strips. In the case of loans, the Company generally values these securities using third party quotations such as unadjusted broker-dealer quoted prices, internal valuation models using observable inputs, or market price quotations from third party pricing services. The Company generally classifies these investments within level 2 of the valuation hierarchy. These valuations are based on a market approach. SBA interest only strips do not trade in an active market with readily available prices. Accordingly, the Company generally uses valuation models to determine fair value and classifies the fair value of the SBA interest only strips within level 2 or level 3 of the valuation hierarchy depending on whether the model inputs are observable or not. Corporate Bonds and Redeemable Preferred Stock : The Company uses recently executed transactions or third party quotations from independent pricing services to arrive at the fair value of its investments in corporate bonds and redeemable preferred stock. These valuations are based on a market approach. The Company generally classifies the fair value of these bonds within level 2 of the valuation hierarchy. In instances where the fair values of securities are based on quoted prices in active markets (for example with redeemable preferred stock), the Company classifies the fair value of these securities within level 1 of the valuation hierarchy. Foreign Government Bonds : The fair value of foreign government bonds is estimated using valuations provided by third party pricing services and classifies the fair value within level 2 of the valuation hierarchy. Municipal Bonds : Municipal bonds, which include obligations of U.S. states, municipalities, and political subdivisions, primarily include bonds or notes issued by U.S. municipalities. The Company generally values these securities using third party quotations such as market price quotations from third party pricing services. The Company generally classifies the fair value of these bonds within level 2 of the valuation hierarchy. The valuations are based on a market approach. In instances where the Company is unable to obtain reliable market price quotations from third party pricing services, the Company will use its own internal valuation models. In these cases, the Company will classify such securities as level 3 within the valuation hierarchy until it is able to obtain third party pricing. Certificates of Deposit : The fair value of certificates of deposit is estimated using valuations provided by third party pricing services. The Company classifies the fair value of certificates of deposit within level 2 of the valuation hierarchy. Residential Loans : Management utilizes home price indices or market indications to value the residential loans. The Company classifies the fair value of these loans within level 2 in the valuation hierarchy. Equity Securities : The fair value of equity securities that represent unrestricted investments in publicly traded companies (common or preferred shares, options, warrants, and other equity investments) are determined using the closing price of the security as of the reporting date. These are securities that are traded on a recognized liquid exchange and the Company classifies their fair value within level 1 of the valuation hierarchy. The Company may own an option or warrant where the underlying security is publicly traded but the option or warrant is not. In those cases, the Company may determine fair value using a Black-Scholes model and will generally classify this within level 2 within the valuation hierarchy. The Company may own an equity investment in a publicly traded company that is restricted as to resale. In those cases, the Company may determine fair value by preparing a model. The fair value will be classified within level 2 of the valuation hierarchy if the inputs to the model are observable. Otherwise, it will be classified within level 3 of the valuation hierarchy . The Company may own an equity interest in a private company. In those cases, the Company may determine fair value by preparing a model. The model may be either a market - based or income-based model , whichever is considered the most appropriate in each case. The fair value will be classified within level 2 if the inputs to the model are observable. Otherwise, it will be classified within level 3 of the valuation hierarchy. Derivatives Foreign Currency Forward Contracts Foreign currency forward contracts are exchange-traded derivatives, which transact on an exchange that is deemed to be active. The fair value of the foreign currency forward contracts is based on current quoted market prices. Valuation adjustments are not applied. These are classified within level 1 of the valuation hierarchy. See note 9. TBAs and Other Forward Agency MBS Contracts The Company generally values these securities using third party quotations such as unadjusted broker-dealer quoted prices or market price quotations from third party pricing services. TBAs and other forward agency MBS contracts are generally classified within level 2 of the valuation hierarchy. If there is limited transaction activity or less transparency to observe market based inputs to valuation models, TBAs and other forward agency MBS contracts are classified within level 3 of the valuation hierarchy. U.S. government agency MBS and CMOs include TBAs and other forward agency MBS contracts. Unrealized gains on TBAs and other forward agency MBS contracts are included in investments-trading on the Company’s consolidated balance sheets and unrealized losses on TBAs and other forward agency MBS contracts are included in trading securities sold, not yet purchased on the Company’s consolidated balance sheets. See note 9. Other Extended Settlement Trades When the Company buys or sells a financial instrument that will not settle in the regular time frame, the Company will account for that purchase or sale on the settlement date rather than the trade date. In those cases, the Company accounts for the transaction between trade date and settlement date as a derivative (as either a purchase commitment or sale commitment). The Company will record an unrealized gain or unrealized loss on the derivative for the difference between the fair value of the underlying financial instrument as of the reporting date and the agreed upon transaction price. The Company will determine the fair value of the financial instrument using the methodologies described above. Level 3 Financial Assets and Liabilities Financial Instruments Measured at Fair Value on a Recurring Basis The following table presents additional information about assets measured at fair value on a recurring basis and for which the Company has utilized level 3 inputs to determine fair value. Three Months Ended September 30, Nine Months Ended September 30, 2019 2018 2019 2018 Beginning of period $ 2,786 $ 14,651 $ 2,756 $ 6,577 Gains & losses (1) (53) 419 (80) 496 Transfers out of level 3 - (11,295) - (13,361) Accretion of income (1) 102 489 299 1,330 Purchases - - - 9,600 Sales and returns of capital (169) (1,103) (309) (1,481) End of period $ 2,666 $ 3,161 $ 2,666 $ 3,161 Change in unrealized gains / (losses) (2) $ (46) $ (171) $ (73) $ (220) (1) Gains and losses and accretion of income on other investments, at fair value are recorded as a component of principal transactions and other income in the consolidated statements of operations. (2) Represents the change in unrealized gains and losses for the period included in earnings for assets held at the end of the reporting period. The circumstances that would result in transferring certain financial instruments from level 2 to level 3 of the valuation hierarchy would typically include what the Company believes to be a decrease in the availability, utility, and reliability of observable market information such as new issue activity in the primary market, trading activity in the secondary market, credit spreads versus historical levels, bid-ask spreads, and price consensus among market participants and sources. During the three months ended September 30, 2018, there were transfers from level 3 to level 2 of $11,295 relating to CLOs that were previously valued based on a model but for which comparable market transactions became available. During the nine months ended September 30, 2018, there were transfers from level 3 to level 2 of $13,361 . This was composed of (a) $2,066 from equity positions that were previously not listed on an exchange that were subject to a reorganization and subsequently began trading over the counter and (b) $11,295 of CLOs that were previously valued based on a model but for which observable market transactions became available. The following tables provide the quantitative information about level 3 fair value measurements as of September 30, 2019 and December 31, 2018 . QUANTITATIVE INFORMATION ABOUT LEVEL 3 FAIR VALUE MEASUREMENTS (Dollars in Thousands) Significant Range of Fair Value Valuation Unobservable Weighted Significant September 30, 2019 Technique Inputs Average Inputs Assets Other investments, at fair value CLOs $ 2,640 Discounted Cash Flow Model Yield 18.1% 17.7% - 18.4% Duration-years 6.1 5.6 - 6.8 Default rate 2.0% 2% - 2% QUANTITATIVE INFORMATION ABOUT LEVEL 3 FAIR VALUE MEASUREMENTS (Dollars in Thousands) Significant Range of Fair Value Valuation Unobservable Weighted Significant December 31, 2018 Technique Inputs Average Inputs Assets Other investments, at fair value CLOs $ 2,730 Discounted Cash Flow Model Yield 20.0% 18.1% - 21.6% Duration-years 6.9 6.3 - 7.5 Default rate 2.0% 2% - 2% Sensitivity of Fair Value to Changes in Significant Unobservable Inputs For recurring fair value measurements categorized within level 3 of the valuation hierarchy, the sensitivity of the fair value measurement to changes in significant unobservable inputs and interrelationships between those unobservable inputs (if any) are described below. · CLOs: The Company uses a discounted cash flow model to determine the fair value of its investments in CLOs. Changes in the yield, duration, and default rate assumptions would impact the fair value determined. The longer the duration, the lower the fair value of the investment. The higher the yield, the lower the fair value of the investment. The higher the default rate, the lower the fair value of the investment. Investments in Certain Entities that Calculate NAV Per Share (or its Equivalent) The following table presents additional information about investments in certain entities that calculate NAV per share (regardless of whether the “practical expedient” provisions of FASB ASC 820 have been applied), which are measured at fair value on a recurring basis at September 30, 2019 and December 31, 2018 . FAIR VALUE MEASUREMENTS OF INVESTMENTS IN CERTAIN ENTITIES THAT CALCULATE NET ASSET VALUE PER SHARE (OR ITS EQUIVALENT) (Dollars in Thousands) Fair Value September 30, 2019 Unfunded Commitments Redemption Frequency Redemption Notice Period Other investments, at fair value U.S. Insurance JV (b) $ 1,488 $ 1,100 N/A N/A SPAC Fund (c) 652 N/A Quarterly after 1 year lock up 90 days $ 2,140 Fair Value December 31, 2018 Unfunded Commitments Redemption Frequency Redemption Notice Period Other investments, at fair value EuroDekania (a) $ 1,533 N/A N/A N/A U.S. Insurance JV (b) 1,925 $ 1,100 N/A N/A SPAC Fund (c) 592 N/A Quarterly after 1 year lock up 90 days $ 4,050 N/A Not applicable. (a) EuroDekania sold its remaining investments in 2019. Prior to that sale, EuroDekania owned investments in hybrid capital securities that have attributes of debt and equity, primarily in the form of subordinated debt issued by insurance companies, banks, and bank holding companies based primarily in Western Europe; widely syndicated leveraged loans issued by European corporations; commercial mortgage backed securities (“CMBS”), including subordinated interests in first mortgage real estate loans; and RMBS and ABS backed by consumer and commercial receivables. The majority of the assets were denominated in Euros and U.K. Pounds Sterling. (b) The U.S. Insurance JV invests in debt issued by small and medium sized U.S. and Bermuda insurance and reinsurance companies. (c) The SPAC Fund invests in equity interests of SPACs. |