FAIR VALUE OF FINANCIAL INSTRUMENTS | 9 Months Ended |
Sep. 30, 2013 |
FAIR VALUE OF FINANCIAL INSTRUMENTS | ' |
FAIR VALUE OF FINANCIAL INSTRUMENTS | ' |
13. FAIR VALUE OF FINANCIAL INSTRUMENTS |
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Certain of the Company’s assets and liabilities are carried at fair value or contracted amounts that approximate fair value. Assets and liabilities that are recorded at contracted amounts approximating fair value consist primarily of receivables from and payables to brokers, dealers and clearing organizations and payables to clearing services customers. These receivables and payables to brokers, dealers and clearing organizations are short-term in nature, and following September 30, 2013, substantially all have settled at the contracted amounts. The Company’s marketable equity securities, included in Other assets, are recorded at fair value based on their quoted market price. The Company’s investments that are accounted for under the cost and equity methods are investments in companies that are not publicly traded and for which no established market for their securities exists. The fair value of these investments is only estimated if there are identified events or changes in circumstances that may have a significant adverse effect on the carrying value of the investment. |
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The Company’s financial assets and liabilities recorded at fair value have been categorized based upon a fair value hierarchy in accordance with ASC 820-10. In accordance with ASC 820-10, the Company has categorized its financial assets and liabilities, based on the priority of the inputs to the valuation technique, into a three-level fair value hierarchy as set forth below. |
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Level 1—Financial assets and liabilities whose values are based on unadjusted quoted prices for identifiable assets or liabilities in an active market that the company has the ability to access at the measurement date (examples include active exchange-traded equity securities, listed derivatives, and most U.S. Government and agency securities). |
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Level 2—Financial assets and liabilities whose values are based on quoted prices in markets where trading occurs infrequently or whose values are based on quoted prices of instruments with similar attributes in active markets. Level 2 inputs include the following: |
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· Quoted prices for identifiable or similar assets or liabilities in non-active markets (examples include corporate and municipal bonds which trade infrequently); and |
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· Inputs other than quoted prices that are observable for substantially the full term of the asset or liability (examples include interest rate and currency swaps). |
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Level 3—Financial assets and liabilities whose values are based on prices or valuation techniques that require inputs that are both unobservable and significant to the overall fair value measurement. These inputs reflect management’s own assumptions about the assumptions a market participant would use in pricing the asset or liability. |
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Valuation Techniques |
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A description of the valuation techniques applied to the Company’s major categories of assets and liabilities measured at fair value on a recurring basis are as follows: |
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U.S. Treasury Securities - U.S. Treasury securities are valued using quoted market prices. Valuation adjustments are not applied. Accordingly, U.S. Treasury securities are generally categorized in Level 1 of the fair value hierarchy. |
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Equity Securities - Equity securities include mostly exchange-traded securities and are valued based on quoted market prices. Accordingly, exchange-traded equity securities are generally categorized in Level 1 of the fair value hierarchy. Non-exchange traded equity securities are measured primarily using broker quotations, pricing service data from external providers and prices observed for recently executed market transactions. Non-exchange traded equity securities are generally categorized within Level 2 of the fair value hierarchy. |
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Corporate Bonds — Corporate bonds are measured primarily using broker quotations, pricing service data from external providers and prices observed for recently executed market transactions. Corporate bonds are generally categorized in Level 2 of the fair value hierarchy. |
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Foreign Government Bonds — Foreign government bonds are mostly valued using quoted market prices. Accordingly, foreign government bonds are generally categorized in Level 1 of the fair value hierarchy. |
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Derivative Contracts — Derivative contracts include instruments such as foreign exchange, commodity, fixed income and equity derivative contracts. |
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Listed Derivative Contracts - Listed derivatives that are actively traded are valued based on quoted prices from the exchange and are categorized in Level 1 of the fair value hierarchy. |
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OTC Derivative Contracts - OTC derivative contracts include forwards, swaps, and options contracts related to foreign currencies. Depending on the product and the terms of the transaction, the fair value of OTC derivative products can be either observed or modeled using a series of techniques and model inputs from comparable benchmarks, including closed-form analytic formulas, such as the Black-Scholes option-pricing model, and simulation models or a combination thereof. Many pricing models do not entail material subjectivity because the methodologies employed do not necessitate significant judgment, and the pricing inputs are observed from actively quoted markets. In the case of more established derivative products, the pricing models used by the Company are widely accepted by the financial services industry. OTC derivative products valued by the Company using pricing models generally fall into this category and are categorized in Level 2 of the fair value hierarchy. |
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Equity warrants - Non-exchange traded equity warrants are classified within Level 3 of the fair value hierarchy and are measured using the Black-Scholes model with key inputs impacting the valuation including the underlying security price, implied volatility, dividend yield, interest rate curve, strike price and maturity date. |
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Convertible Note Receivable, Available-For-Sale — During the fourth quarter of 2011, the Company exchanged its membership interest in a third party brokerage firm for a convertible senior secured promissory note in that company. This security was previously measured using valuation techniques involving quoted prices of or market data for comparable companies, including credit ratings, peer company ratios and discounted cash flow analyses. As the inputs used in estimating the fair value of this convertible debt security were both unobservable and significant to the overall fair value measurement of this asset, the asset was categorized within Level 3 of the fair value hierarchy. During the three months ended September 30, 2012, the third party brokerage firm notified the Company that they had immediate liquidity concerns and that there was the prospect of insolvency in the near future. Based upon this information, the Company determined its estimated fair value of the convertible senior secured promissory note to be zero. |
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Future Purchase Commitment - In connection with the acquisition of 70% of the equity ownership interests in Kyte, the Company agreed to purchase the residual 30% equity interest in Kyte. The purchase price for the residual 30% equity interest was determined to be zero in the third quarter of 2013. Beginning with the initial acquisition date, up until the final settlement of the Future Purchase Commitment during the third quarter of 2013, an estimate of the payment for the residual 30% interest was determined pursuant to a formula based on Kyte’s forecasted and actual earnings and losses. The inputs used in estimating the fair value of this Future Purchase Commitment were both unobservable and significant to the overall fair value measurement of this liability. Therefore, the liability was categorized in Level 3 of the fair value hierarchy. |
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Contingent Consideration —The category consists primarily of contingent consideration related to the acquisition of a retail energy brokerage business, completed on November 1, 2009. This contingent liability is remeasured at fair value and is based on estimated future collections of accounts receivable through the first quarter of 2014 related to the earnings of the acquired business through October 31, 2013. |
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The inputs used in estimating the fair value of this contingent consideration are both unobservable and significant to the overall fair value measurement of this liability, therefore the liability is categorized in Level 3 of the fair value hierarchy. |
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In the three and nine months ended September 30, 2013 and 2012, respectively, the Company did not have any material transfers among Level 1, Level 2, and Level 3. |
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Financial Assets and Liabilities measured at fair value on a recurring basis as of September 30, 2013 are as follows: |
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| | Quoted Prices in | | Significant Other | | Significant | | Balance at | | | | | | | | | | | | | | | | |
Active Markets for | Observable | Unobservable | September 30, | | | | | | | | | | | | | | | |
Identical Assets | Inputs | Inputs | 2013 | | | | | | | | | | | | | | | |
(Level 1) | (Level 2) | (Level 3) | | | | | | | | | | | | | | | | |
Assets | | | | | | | | | | | | | | | | | | | | | | | | |
Other assets: Financial instruments owned: | | | | | | | | | | | | | | | | | | | | | | | | |
Equity securities | | $ | 2,521 | | $ | 177 | | $ | — | | $ | 2,698 | | | | | | | | | | | | | | | | |
Derivative contracts: | | | | | | | | | | | | | | | | | | | | | | | | |
Foreign exchange derivative contracts | | $ | 4 | | $ | 20,685 | | $ | — | | $ | 20,689 | | | | | | | | | | | | | | | | |
Fixed income derivative contracts | | 1,208 | | — | | — | | 1,208 | | | | | | | | | | | | | | | | |
Equity derivative contracts | | — | | — | | 14 | | 14 | | | | | | | | | | | | | | | | |
Commodity derivative contracts | | — | | — | | — | | — | | | | | | | | | | | | | | | | |
Netting (1) | | (1,212 | ) | (20,416 | ) | — | | (21,628 | ) | | | | | | | | | | | | | | | |
Total derivative contracts | | $ | — | | $ | 269 | | $ | 14 | | $ | 283 | | | | | | | | | | | | | | | | |
Total financial instruments owned | | $ | 2,521 | | $ | 446 | | $ | 14 | | $ | 2,981 | | | | | | | | | | | | | | | | |
Other assets: Other: | | | | | | | | | | | | | | | | | | | | | | | | |
Equity security, available-for-sale | | $ | 4,354 | | $ | — | | $ | — | | $ | 4,354 | | | | | | | | | | | | | | | | |
Total | | $ | 6,875 | | $ | 446 | | $ | 14 | | $ | 7,335 | | | | | | | | | | | | | | | | |
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Liabilities | | | | | | | | | | | | | | | | | | | | | | | | |
Other liabilities: Financial instruments sold, not yet purchased: | | | | | | | | | | | | | | | | | | | | | | | | |
Equity securities | | $ | 24 | | $ | — | | $ | — | | $ | 24 | | | | | | | | | | | | | | | | |
Foreign government bonds | | 68 | | — | | — | | 68 | | | | | | | | | | | | | | | | |
Derivative contracts: | | | | | | | | | | | | | | | | | | | | | | | | |
Foreign exchange derivative contracts | | $ | 91 | | $ | 21,406 | | $ | — | | $ | 21,497 | | | | | | | | | | | | | | | | |
Fixed income derivative contracts | | 1,606 | | — | | — | | 1,606 | | | | | | | | | | | | | | | | |
Equity derivative contracts | | — | | — | | — | | — | | | | | | | | | | | | | | | | |
Commodity derivative contracts | | — | | — | | — | | — | | | | | | | | | | | | | | | | |
Netting (1) | | (1,212 | ) | (20,416 | ) | — | | (21,628 | ) | | | | | | | | | | | | | | | |
Total derivative contracts | | $ | 485 | | $ | 990 | | $ | — | | $ | 1,475 | | | | | | | | | | | | | | | | |
Total financial instruments sold, not yet purchased | | $ | 577 | | $ | 990 | | $ | — | | $ | 1,567 | | | | | | | | | | | | | | | | |
Other liabilities: Future purchase commitment | | $ | — | | $ | — | | $ | — | | $ | — | | | | | | | | | | | | | | | | |
Other liabilities: Contingent consideration | | $ | — | | $ | — | | $ | 100 | | $ | 100 | | | | | | | | | | | | | | | | |
Total | | $ | 577 | | $ | 990 | | $ | 100 | | $ | 1,667 | | | | | | | | | | | | | | | | |
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(1) Represents the impact of netting on a net-by-counterparty basis. |
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Excluded from the table above is initial and variation margin on net short derivative contracts related to exchange traded futures in the amount of $877. These amounts were included within Receivables from brokers, dealers and clearing organizations. |
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Financial Assets and Liabilities measured at fair value on a recurring basis as of December 31, 2012 are as follows: |
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| | Quoted Prices in | | Significant Other | | Significant | | Balance at | | | | | | | | | | | | | | | | |
Active Markets for | Observable | Unobservable | December 31, | | | | | | | | | | | | | | | |
Identical Assets | Inputs | Inputs | 2012 | | | | | | | | | | | | | | | |
(Level 1) | (Level 2) | (Level 3) | | | | | | | | | | | | | | | | |
Assets | | | | | | | | | | | | | | | | | | | | | | | | |
Other assets: Financial instruments owned: | | | | | | | | | | | | | | | | | | | | | | | | |
Equity securities | | $ | 1,223 | | $ | 199 | | $ | — | | $ | 1,422 | | | | | | | | | | | | | | | | |
Derivative contracts: | | | | | | | | | | | | | | | | | | | | | | | | |
Foreign exchange derivative contracts | | $ | — | | $ | 182,343 | | $ | — | | $ | 182,343 | | | | | | | | | | | | | | | | |
Fixed income derivative contracts | | 394 | | — | | — | | 394 | | | | | | | | | | | | | | | | |
Equity derivative contracts | | 40,578 | | — | | 28 | | 40,606 | | | | | | | | | | | | | | | | |
Commodity derivative contracts | | — | | 1,401 | | — | | 1,401 | | | | | | | | | | | | | | | | |
Netting (1) | | (17,961 | ) | (182,955 | ) | — | | (200,916 | ) | | | | | | | | | | | | | | | |
Total derivative contracts | | $ | 23,011 | | $ | 789 | | $ | 28 | | $ | 23,828 | | | | | | | | | | | | | | | | |
Total financial instruments owned | | $ | 24,234 | | $ | 988 | | $ | 28 | | $ | 25,250 | | | | | | | | | | | | | | | | |
Other assets: Other: | | | | | | | | | | | | | | | | | | | | | | | | |
Equity security, available-for-sale | | $ | 3,356 | | $ | — | | $ | — | | $ | 3,356 | | | | | | | | | | | | | | | | |
Convertible note receivable, available-for-sale | | — | | — | | — | | — | | | | | | | | | | | | | | | | |
Total | | $ | 27,590 | | $ | 988 | | $ | 28 | | $ | 28,606 | | | | | | | | | | | | | | | | |
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Liabilities | | | | | | | | | | | | | | | | | | | | | | | | |
Other liabilities: Financial instruments sold, not yet purchased: | | | | | | | | | | | | | | | | | | | | | | | | |
Equity securities | | $ | 205 | | $ | — | | $ | — | | $ | 205 | | | | | | | | | | | | | | | | |
Derivative contracts: | | | | | | | | | | | | | | | | | | | | | | | | |
Foreign exchange derivative contracts | | $ | 14 | | $ | 182,573 | | $ | — | | $ | 182,587 | | | | | | | | | | | | | | | | |
Fixed income derivative contracts | | 595 | | — | | — | | 595 | | | | | | | | | | | | | | | | |
Equity derivative contracts | | 17,567 | | — | | — | | 17,567 | | | | | | | | | | | | | | | | |
Commodity derivative contracts | | — | | 1,400 | | — | | 1,400 | | | | | | | | | | | | | | | | |
Netting (1) | | (17,961 | ) | (182,912 | ) | — | | (200,873 | ) | | | | | | | | | | | | | | | |
Total derivative contracts | | $ | 215 | | $ | 1,061 | | $ | — | | $ | 1,276 | | | | | | | | | | | | | | | | |
Total financial instruments sold, not yet purchased | | $ | 420 | | $ | 1,061 | | $ | — | | $ | 1,481 | | | | | | | | | | | | | | | | |
Other liabilities: Future purchase commitment | | $ | — | | $ | — | | $ | 3,209 | | $ | 3,209 | | | | | | | | | | | | | | | | |
Other liabilities: Contingent consideration | | $ | — | | $ | — | | $ | 518 | | $ | 518 | | | | | | | | | | | | | | | | |
Total | | $ | 420 | | $ | 1,061 | | $ | 3,727 | | $ | 5,208 | | | | | | | | | | | | | | | | |
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(1) Represents the impact of netting on a net-by-counterparty basis. |
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Excluded from the table above is initial and variation margin on net long derivative contracts related to exchange traded futures in the amount of $49 and net short derivative contracts related to exchange traded futures in the amount of $14,986. These amounts were included within Receivables from brokers, dealers and clearing organizations. |
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Changes in Level 3 Financial Assets and Liabilities measured at fair value on a recurring basis for the three months ended September 30, 2013 are as follows: |
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| | Beginning | | Total realized | | Unrealized gains | | Purchases | | Issuances | | Sales | | Settlements | | Ending | | Unrealized gains | |
Balance | and unrealized | (losses) included | Balance at | (losses) for Level |
| gains (losses) | in Other | September 30, | 3 Assets / |
| included in | comprehensive | 2013 | Liabilities |
| Income (1) | (income) loss | | Outstanding at |
| | | | September 30, |
| | | | 2013 |
Assets | | | | | | | | | | | | | | | | | | | |
Other assets: | | | | | | | | | | | | | | | | | | | |
Financial instruments owned: | | | | | | | | | | | | | | | | | | | |
Equity derivative contracts | | $ | 14 | | $ | — | | $ | — | | $ | — | | $ | — | | $ | — | | $ | — | | $ | 14 | | $ | — | |
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Liabilities | | | | | | | | | | | | | | | | | | | |
Other liabilities: | | | | | | | | | | | | | | | | | | | |
Future purchase commitment | | $ | 798 | | $ | — | | $ | — | | $ | — | | $ | — | | $ | — | | $ | (798 | ) | $ | — | | $ | — | |
Other liabilities: | | | | | | | | | | | | | | | | | | | |
Contingent consideration | | $ | 204 | | $ | (55 | ) | $ | — | | $ | — | | $ | — | | $ | — | | $ | (159 | ) | $ | 100 | | $ | (55 | ) |
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(1) Realized and unrealized gains (losses) are reported in Other income in the Consolidated Statements of Operations. |
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Changes in Level 3 Financial Assets and Liabilities measured at fair value on a recurring basis for the three months ended September 30, 2012 are as follows: |
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| | Beginning | | Total realized | | Unrealized gains | | Purchases | | Issuances | | Sales | | Settlements | | Ending | | Unrealized gains | |
Balance | and unrealized | (losses) included | Balance at | (losses) for Level |
| gains (losses) | in Other | September 30, | 3 Assets / |
| included in | comprehensive | 2012 | Liabilities |
| Income (1) | (income) loss | | Outstanding at |
| | | | September 30, |
| | | | 2012 |
Assets | | | | | | | | | | | | | | | | | | | |
Other assets: | | | | | | | | | | | | | | | | | | | |
Financial instruments owned: | | | | | | | | | | | | | | | | | | | |
Equity derivative contracts | | $ | 2,375 | | $ | (1,709 | ) | $ | — | | $ | — | | $ | — | | $ | — | | $ | — | | $ | 666 | | $ | (1,709 | ) |
Other: | | | | | | | | | | | | | | | | | | | |
Convertible note receivable, available-for-sale | | $ | 2,662 | | $ | (2,662 | ) | $ | — | | $ | — | | $ | — | | $ | — | | $ | — | | $ | — | | $ | (2,662 | ) |
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Liabilities | | | | | | | | | | | | | | | | | | | |
Other liabilities: | | | | | | | | | | | | | | | | | | | |
Future purchase commitment | | $ | 5,600 | | $ | 2,081 | | $ | (125 | ) | $ | — | | $ | — | | $ | — | | $ | — | | $ | 3,644 | | $ | 2,081 | |
Other liabilities: | | | | | | | | | | | | | | | | | | | |
Contingent consideration | | $ | 777 | | $ | (168 | ) | $ | — | | $ | — | | $ | — | | $ | — | | $ | (136 | ) | $ | 809 | | $ | (168 | ) |
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(1) Realized and unrealized gains (losses) are reported in Other income in the Condensed Consolidated Statements of Operations. |
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Changes in Level 3 Financial Assets and Liabilities measured at fair value on a recurring basis for the nine months ended September 30, 2013 are as follows: |
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| | Beginning | | Total realized | | Unrealized gains | | Purchases | | Issuances | | Sales | | Settlements | | Ending | | Unrealized gains | |
Balance | and unrealized | (losses) included | Balance at | (losses) for Level |
| gains (losses) | in Other | September 30, | 3 Assets / |
| included in | comprehensive | 2013 | Liabilities |
| Income (1) | (income) loss | | Outstanding at |
| | | | September 30, |
| | | | 2013 |
Assets | | | | | | | | | | | | | | | | | | | |
Other assets: | | | | | | | | | | | | | | | | | | | |
Financial instruments owned: | | | | | | | | | | | | | | | | | | | |
Equity derivative contracts | | $ | 28 | | $ | (14 | ) | $ | — | | $ | — | | $ | — | | $ | — | | $ | — | | $ | 14 | | $ | (14 | ) |
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Liabilities | | | | | | | | | | | | | | | | | | | |
Other liabilities: | | | | | | | | | | | | | | | | | | | |
Future purchase commitment | | $ | 3,209 | | $ | 2,203 | | $ | 208 | | $ | — | | $ | — | | $ | — | | $ | (798 | ) | $ | — | | $ | — | |
Other liabilities: | | | | | | | | | | | | | | | | | | | |
Contingent consideration | | $ | 518 | | $ | (55 | ) | $ | — | | $ | — | | $ | — | | $ | — | | $ | (473 | ) | $ | 100 | | $ | (55 | ) |
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(1) Realized and unrealized gains (losses) are reported in Other income in the Consolidated Statements of Operations. |
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Changes in Level 3 Financial Assets and Liabilities measured at fair value on a recurring basis for the nine months ended September 30, 2012 are as follows: |
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| | Beginning | | Total realized | | Unrealized gains | | Purchases | | Issuances | | Sales | | Settlements | | Ending | | Unrealized gains | |
Balance | and unrealized | (losses) included | Balance at | (losses) for Level |
| gains (losses) | in Other | September 30, | 3 Assets / |
| included in | comprehensive | 2012 | Liabilities |
| Income (1) | (income) loss | | Outstanding at |
| | | | September 30, |
| | | | 2012 |
Assets | | | | | | | | | | | | | | | | | | | |
Other assets: | | | | | | | | | | | | | | | | | | | |
Financial instruments owned: | | | | | | | | | | | | | | | | | | | |
Equity derivative contracts | | $ | 1,937 | | $ | (1,837 | ) | $ | — | | $ | 566 | | $ | — | | $ | — | | $ | — | | $ | 666 | | $ | (1,837 | ) |
Other: | | | | | | | | | | | | | | | | | | | |
Convertible note receivable, available-for-sale | | $ | 5,362 | | $ | (5,362 | ) | $ | — | | $ | — | | $ | — | | $ | — | | $ | — | | $ | — | | $ | (5,362 | ) |
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Liabilities | | | | | | | | | | | | | | | | | | | |
Other liabilities: | | | | | | | | | | | | | | | | | | | |
Future purchase commitment | | $ | 12,562 | | $ | 9,098 | | $ | (180 | ) | $ | — | | $ | — | | $ | — | | $ | — | | $ | 3,644 | | $ | 9,098 | |
Other liabilities: | | | | | | | | | | | | | | | | | | | |
Contingent consideration | | $ | 1,119 | | $ | (168 | ) | $ | — | | $ | — | | $ | — | | $ | — | | $ | (478 | ) | $ | 809 | | $ | (168 | ) |
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(1) Realized and unrealized gains (losses) are reported in Other income in the Condensed Consolidated Statements of Operations, except for the $5,362 impairment loss on the Convertible note receivable, available-for-sale, which was include within Other expenses in the Condensed Consolidated Statements of Operations |
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Quantitative Information about Level 3 Fair Value Measurements |
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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, as of September 30, 2013 and December 31, 2012, respectively: |
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| | Fair Value as of | | Valuation | | Unobservable Input(s) | | Range (Weighted | | | | | | | | | | | | | | | | | | |
September 30, | Technique(s) | Average) (a) | | | | | | | | | | | | | | | | | |
2013 | | | | | | | | | | | | | | | | | | | |
Assets | | | | | | | | | | | | | | | | | | | | | | | | | | |
Equity derivative contracts | | $ | 14 | | Black-Scholes Merton Model | | Expected volatility | | 35 | % | | | | | | | | | | | | | | | | | |
| | | | | | Estimated price per share | | $ | 8.48 | | | | | | | | | | | | | | | | | | |
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| | Fair Value as of | | Valuation | | Unobservable Input(s) | | Range (Weighted | | | | | | | | | | | | | | | | | | |
December 31, | Technique(s) | Average) (a) | | | | | | | | | | | | | | | | | |
2012 | | | | | | | | | | | | | | | | | | | |
Assets | | | | | | | | | | | | | | | | | | | | | | | | | | |
Equity derivative contracts | | $ | 28 | | Black-Scholes-Merton Model | | Expected volatility | | 55 | % | | | | | | | | | | | | | | | | | |
| | | | | | Estimated price per share | | $ | 4.07 | (b) | | | | | | | | | | | | | | | | | |
Convertible note receivable, available-for-sale | | $ | — | | Discounted cash flow | | Estimated credit spread | | 19 | % | | | | | | | | | | | | | | | | | |
| | | | Black-Scholes-Merton Model | | Expected volatility | | 45 | %(c) | | | | | | | | | | | | | | | | | |
| | | | | | Estimated price per convertible unit | | | | | | | | | | | | | | | | | | | | |
Liabilities | | | | | | | | | | | | | | | | | | | | | | | | | | |
Future purchase commitment | | $ | 3,209 | | Present value of expected payments | | Discount rate | | 15.5 | %(d) | | | | | | | | | | | | | | | | | |
| | | | | | Forecasted financial information | | | | | | | | | | | | | | | | | | | | |
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(a) As of September 30, 2013 and December 31, 2012, each asset and liability type consists of one security. |
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(b) Restated to reflect a 1-for-400 reverse split on the common stock of this investee, effective on April 23, 2013. |
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(c) To determine the estimated price per convertible unit, the Company estimated the fair value of a non-controlling interest in the entity utilizing a discounted cash flow, appropriate discount rate and combined discount for lack of control and marketability. |
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(d) The Company’s estimate of the Future Purchase Commitment as of December 31, 2012 was based on Kyte’s projected earnings through June 30, 2013. In estimating the fair value, the Company utilized post-tax projected earnings for the remaining period through June 30, 2013. |
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Valuation Processes—Level 3 Measurements—Depending on the instrument, the Company utilizes a valuation technique, including discounted cash flow methods, option pricing methods and present value methods, as indicated above. Valuations are generally conducted by the Company, with consultation of a third-party valuation expert to develop the valuation model when the asset or liability is initially recorded. Each reporting period, the Company updates unobservable inputs utilizing relevant published information, where applicable. The Company has a formal process to review changes in fair value for satisfactory explanation. |
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Sensitivity Analysis—Level 3 Measurements |
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Equity derivative contracts - The significant unobservable inputs used in the fair value of the Company’s equity derivative contracts are the expected volatility and an estimated share price. Significant increases (decreases) in expected volatility or estimated share price would result in a higher (lower) fair value measurement. |
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Convertible note receivable, available-for-sale - The significant unobservable inputs used in the fair value of the Company’s convertible note receivable, available-for-sale, are an estimated credit spread, expected volatility and the estimated price per convertible unit. Significant increases (decreases) in expected volatility or estimated price per convertible unit would result in a higher (lower) fair value measurement. Significant increases (decreases) in the estimated credit spread would result in a lower (higher) fair value measurement. |
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Future purchase commitment — Prior to September 30, 2013, the Future Purchase Commitment relating to Kyte was settled and therefore, there is no sensitivity to the inputs used in determining its fair value. As of December 31, 2012, the significant unobservable inputs used in the fair value of the Company’s Future Purchase Commitment for the residual 30% equity interest in Kyte were 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. |
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For all significant unobservable inputs used in the fair value measurement of all Level 3 assets and liabilities, a change in one of the inputs would not necessarily result in a directionally similar change in the other. |
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