Financial Instruments and Long-Term Investments | 3 Months Ended |
Mar. 31, 2014 |
Investments Debt And Equity Securities [Abstract] | ' |
Financial Instruments and Long-Term Investments | ' |
2. Financial Instruments and Long-Term Investments: |
Fair Value of Financial Instruments |
The Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”) 820 “Fair Value Measurements and Disclosures” (“ASC 820”) defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date, not adjusted for transaction costs. ASC 820 also establishes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value into three broad levels giving the highest priority to quoted prices in active markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3) as described below: |
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Level 1 Inputs | | | — | | | Unadjusted quoted prices in active markets for identical assets or liabilities that are accessible by the Company; | | | | | | | | | | |
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Level 2 Inputs | | | — | | | Quoted prices in markets that are not active or financial instruments for which all significant inputs are observable, either directly or indirectly; | | | | | | | | | | |
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Level 3 Inputs | | | — | | | Unobservable inputs for the asset or liability, including significant assumptions of the Company and other market participants. | | | | | | | | | | |
The Company determines fair values for the following assets and liabilities: |
Equity securities, listed options and warrants—The Company classifies marketable equity securities and listed options within Level 1 of the fair value hierarchy because quoted market prices are used to value these securities. Non-public equity securities are classified within Level 3 of the fair value hierarchy if enterprise values are used to value these securities. In determining the enterprise value, the Company analyzes various financial, performance and market factors to estimate the value, including where applicable over-the-counter market trading activity. Warrants to purchase equity securities are classified as Level 3 as a Black-Scholes valuation model is used to value these securities. |
U.S. government securities, convertible and fixed income debt instruments—The Company classifies U.S government securities, including highly liquid U.S. Treasury securities within Level 1 as quoted prices are used to value these securities. Convertible and fixed income debt instruments are classified within Level 2 of the fair value hierarchy as they are valued using quoted market prices provided by a broker or dealer, or alternative pricing services that provide reasonable levels of price transparency. |
Investment Funds—The Company invests in proprietary investment funds that are valued at net asset value (“NAV”) determined by the fund administrator. For investments in non-registered investment companies (private equity, debt funds and fund of funds), the Company classifies these investments within Level 3 as the underlying securities held by these investment companies are primarily corporate and asset-backed fixed income securities and restrictions exist on the redemption of amounts invested by the Company. As a practical expedient, the Company relies on the NAV of these investments as their fair value. The NAVs that have been provided by investees are derived from the fair values of the underlying investments as of the reporting date. |
Fair Value Hierarchy |
The following tables set forth, by level within the fair value hierarchy, financial instruments accounted for under ASC 820 as of March 31, 2014 and December 31, 2013. As required by ASC 820, assets and liabilities that are measured at fair value are classified in their entirety based on the lowest level of input that is significant to the fair value measurement. |
Items Measured at Fair Value on a Recurring Basis |
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| | March 31, | | | Level 1 | | | Level 2 | | | Level 3 | |
2014 |
Financial instruments owned, at fair value: | | | | | | | | | | | | | | | | |
Financial instruments held for trading activities at broker-dealer subsidiary: | | | | | | | | | | | | | | | | |
Marketable and non-public equity securities | | $ | 18,408 | | | $ | 18,357 | | | $ | — | | | $ | 51 | |
Listed options | | | 69 | | | | 69 | | | | — | | | | — | |
Convertible and fixed income debt instruments | | | 38,912 | | | | — | | | | 38,912 | | | | — | |
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| | | 57,389 | | | | 18,426 | | | | 38,912 | | | | 51 | |
Financial instruments held for investment activities: | | | | | | | | | | | | | | | | |
Designated as trading: | | | | | | | | | | | | | | | | |
Marketable and non-public equity securities | | | 19,195 | | | | 17,044 | | | | — | | | | 2,151 | |
Warrants | | | 1,682 | | | | — | | | | — | | | | 1,682 | |
Fixed income debt instruments | | | 1,945 | | | | 1,945 | | | | — | | | | — | |
Designated as available-for-sale: | | | | | | | | | | | | | | | | |
Marketable equity securities | | | 187 | | | | 187 | | | | — | | | | — | |
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| | | 23,009 | | | | 19,176 | | | | — | | | | 3,833 | |
Investment Funds | | | 77,854 | | | | — | | | | — | | | | 77,854 | |
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Total | | $ | 158,252 | | | $ | 37,602 | | | $ | 38,912 | | | $ | 81,738 | |
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Securities sold but not yet purchased, at fair value: | | | | | | | | |
U.S. Treasury securities | | $ | 214,530 | | | $ | 214,530 | | | $ | — | | | $ | — | |
Marketable equity securities | | | 33,092 | | | | 33,092 | | | | — | | | | — | |
Listed options | | | 25 | | | | 25 | | | | — | | | | — | |
Convertible and fixed income debt instruments | | | 10,340 | | | | — | | | | 10,340 | | | | — | |
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Total | | $ | 257,987 | | | $ | 247,647 | | | $ | 10,340 | | | $ | — | |
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As of March 31, 2014, financial assets measured and reported at fair value on a recurring basis and classified within Level 3 were $81,738 or 13.4% of the Company’s total assets at that date. Regarding these Level 3 financial assets, in determining fair value, the Company analyzes various financial, performance and market factors to estimate the value, including where applicable over-the-counter market trading activity. The following table provides the valuation technique and unobservable inputs primarily used in assessing the value of these securities as of March 31, 2014: |
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Valuation Technique | | Fair Value | | | Unobservable Input | | Range | | Weighted | | | | | |
Average | | | | |
Market approach – assets | | $ | 2,202 | | | Over-the counter trading activity | | $0.64 – $19.0/share | | $ | 10.84 | | | | | |
Black-Scholes – assets | | $ | 1,682 | | | Volatility | | 30% | | | 30 | % | | | | |
| | | | | | Dividend Yield | | 0% | | | 0 | % | | | | |
| | | | | | Interest Rate | | 2.64% | | | 2.64 | % | | | | |
For those non-public equity securities valued using a market approach, adverse industry market conditions or events experienced by the underlying entities could result in lower over-the-counter trading prices for the securities. Such lower trading prices would result in a decline in the estimated fair value of these assets. An increase in the trading prices of trading securities sold but not yet purchased would result in an increase in the estimated fair value of these liabilities. For warrants valued using Black-Scholes, adverse industry market conditions or events experienced by this entity could result in a lower trading price for the underlying equity security and therefore a lower value of these warrants. A reduction in the estimated volatility would also result in a lower value of the warrants. |
The table above excludes $77,854 of investments in 16 non-registered investment funds that are valued at NAV as determined by the fund administrators. The underlying fund investments consist primarily of corporate and asset-backed fixed income securities. Considering the general lack of transparency necessary to conduct an independent assessment of the fair value of the securities underlying each of the NAVs provided by the fund administrators, our quarterly reporting process includes a number of assessment processes to assist the Company in the evaluation of the information provided by fund managers and fund administrators. These assessment processes include, but are not limited to regular review and discussion of each fund’s performance with its manager and regular evaluation of performance against applicable benchmarks. |
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| | December 31, | | | Level 1 | | | Level 2 | | | Level 3 | |
2013 |
Financial instruments owned, at fair value: | | | | | | | | | | | | | | | | |
Financial instruments held for trading activities at broker-dealer subsidiary: | | | | | | | | | | | | | | | | |
Marketable and non-public equity securities | | $ | 25,402 | | | $ | 22,054 | | | $ | — | | | $ | 3,348 | |
Listed options | | | 771 | | | | 771 | | | | — | | | | — | |
Convertible and fixed income debt instruments | | | 32,024 | | | | — | | | | 32,024 | | | | — | |
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| | | 58,197 | | | | 22,825 | | | | 32,024 | | | | 3,348 | |
Financial instruments held for investment activities: | | | | | | | | | | | | | | | | |
Designated as trading: | | | | | | | | | | | | | | | | |
Marketable and non-public equity securities | | | 21,142 | | | | 14,951 | | | | — | | | | 6,191 | |
Warrants | | | 1,996 | | | | — | | | | — | | | | 1,996 | |
Fixed income debt instruments | | | 2,055 | | | | — | | | | 2,055 | | | | — | |
Designated as available-for-sale: | | | | | | | | | | | | | | | | |
Marketable equity securities | | | 156 | | | | 156 | | | | — | | | | — | |
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| | | 25,349 | | | | 15,107 | | | | 2,055 | | | | 8,187 | |
Investment Funds | | | 61,197 | | | | — | | | | — | | | | 61,197 | |
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Total | | $ | 144,743 | | | $ | 37,932 | | | $ | 34,079 | | | $ | 72,732 | |
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Securities sold but not yet purchased, at fair value: | | | | | | | | | | | | | | | | |
Marketable and non-public equity securities | | $ | 35,720 | | | $ | 34,221 | | | $ | — | | | $ | 1,499 | |
Listed options | | | 354 | | | | 354 | | | | — | | | | — | |
Convertible and fixed income debt instruments | | | 6,167 | | | | — | | | | 6,167 | | | | — | |
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Total | | $ | 42,241 | | | $ | 34,575 | | | $ | 6,167 | | | $ | 1,499 | |
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As of December 31, 2013, financial assets measured and reported at fair value on a recurring basis and classified within Level 3 were $72,732 or 17.7% of the Company’s total assets at that date. As of December 31, 2013, financial liabilities measured and reported at fair value on a recurring basis and classified within Level 3 were $1,499 or 1.3% of the Company’s total liabilities at the date. Regarding these Level 3 financial assets and financial liabilities, in determining fair value, the Company analyzes various financial, performance and market factors to estimate the value, including where applicable over-the-counter market trading activity. The following table provides the valuation technique and unobservable inputs primarily used in assessing the value of these securities as of December 31, 2013: |
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Valuation Technique | | Fair Value | | | Unobservable Input | | Range | | | Weighted | | | |
Average | | |
Market approach – assets | | $ | 9,539 | | | Over-the-counter trading activity | | | $ 0.77 – $19.00/share | | | $ | 13.44 | | | |
Market approach – liabilities | | $ | 1,499 | | | Over-the-counter trading activity | | | $65.15/share | | | | 65.15 | | | |
Black-Scholes – assets | | $ | 1,996 | | | Volatility | | | 30% | | | | 30 | % | | |
| | | | | | Dividend Yield | | | 0% | | | | 0 | % | | |
| | | | | | Interest Rate | | | 2.90% | | | | 2.9 | % | | |
For those non-public equity securities valued using a market approach, adverse industry market conditions or events experienced by the underlying entities could result in lower over-the-counter trading prices for the securities. Such lower trading prices would result in a decline in the estimated fair value of these assets. An increase in the trading prices of trading securities sold but not yet purchased would result in an increase in the estimated fair value of these liabilities. For warrants valued using Black-Scholes, adverse industry market conditions or events experienced by this entity could result in a lower trading price for the underlying equity security and therefore a lower value of these warrants. A reduction in the estimated volatility would also result in a lower value of the warrants. |
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The table above excludes $61,197 of investments in 14 non-registered investment funds that are valued at NAV as determined by the fund administrators. The underlying fund investments consist primarily of corporate and asset-backed fixed income securities. Considering the general lack of transparency necessary to conduct an independent assessment of the fair value of the securities underlying each of the NAVs provided by the fund administrators, our quarterly reporting process includes a number of assessment processes to assist the Company in the evaluation of the information provided by fund managers and fund administrators. These assessment processes include, but are not limited to regular review and discussion of each fund’s performance with its manager and regular evaluation of performance against applicable benchmarks. |
Level 3 Gains and Losses |
The tables below set forth a summary of changes in the fair value of the Company’s Level 3 financial assets that are measured at fair value on a recurring basis for the three months ended March 31, 2014 and 2013. As of March 31, 2014 and 2013, the Company did not have any net unrealized gains (losses) included in accumulated other comprehensive income on Level 3 financial assets. |
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| | Trading | | | Trading | | | Investment | | | Total | |
Securities | Securities Sold | Funds |
| not yet Purchased | |
Beginning balance, January 1, 2014 | | $ | 11,535 | | | $ | (1,499 | ) | | $ | 61,197 | | | $ | 71,233 | |
Total net gains (losses) (realized/unrealized) | | | | | | | | | | | | | | | | |
Included in earnings | | | (80 | ) | | | (122 | ) | | | 1,691 | | | | 1,489 | |
Included in other comprehensive income | | | — | | | | — | | | | — | | | | — | |
Purchases | | | 13,842 | | | | 6,043 | | | | 15,000 | | | | 34,885 | |
Sales/Distributions | | | (15,197 | ) | | | (4,422 | ) | | | (34 | ) | | | (19,653 | ) |
Transfers out of Level 3 | | | (6,216 | ) | | | — | | | | — | | | | (6,216 | ) |
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Ending balance, March 31, 2014 | | $ | 3,884 | | | $ | — | | | $ | 77,854 | | | $ | 81,738 | |
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The amount of total gains or losses for the period included in earnings attributable to the change in unrealized gains or losses relating to assets still held at the reporting date | | $ | (377 | ) | | $ | — | | | $ | 1,609 | | | $ | 1,232 | |
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| | Trading | | | Investment | | | Total | | | | | |
Securities | Funds | | | | |
Beginning balance, January 1, 2013 | | $ | 2,615 | | | $ | 17,600 | | | $ | 20,215 | | | | | |
Total net gain/losses (realized/unrealized) | | | | | | | | | | | | | | | | |
Included in earnings | | | 690 | | | | 1,284 | | | | 1,974 | | | | | |
Included in other comprehensive income | | | — | | | | — | | | | — | | | | | |
Purchases | | | 52,848 | | | | 9,000 | | | | 61,848 | | | | | |
Sales/Distributions | | | (53,286 | ) | | | — | | | | (53,286 | ) | | | | |
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Ending balance, March 31, 2013 | | $ | 2,867 | | | $ | 27,884 | | | $ | 30,751 | | | | | |
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The amount of total gains or losses for the period included in earnings attributable to the change in unrealized gains or losses relating to assets still held at the reporting date | | $ | 769 | | | $ | 1,284 | | | $ | 2,053 | | | | | |
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There were no transfers in to, or out of Level 2 financial assets during the three months ended March 31, 2014. One transfer was made out of Level 3 and into Level 1 during the three months ended March 31, 2014 for an equity security that was previously a non-public equity security and during the period became publicly traded. There were no transfers of securities in to, or out of, Level 1, 2, and 3 financial assets during the three months ended March 31, 2013. |
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Gains and losses from Level 3 financial assets that are measured at fair value on a recurring basis, included in earnings for the three months ended March 31, 2014 and 2013, are reported in the following line descriptions on the Company’s statements of operations: |
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| | Three Months Ended | | | | | | | | | |
March 31, | | | | | | | | |
| | 2014 | | | 2013 | | | | | | | | | |
Total gains and losses included in earnings for the period: | | | | | | | | | | | | | | | | |
Institutional brokerage | | $ | (39 | ) | | $ | 1 | | | | | | | | | |
Net investment income | | | 1,528 | | | | 1,973 | | | | | | | | | |
Change in unrealized gains or losses relating to assets still held at the end of the respective period: | | | | | | | | | | | | | | | | |
Institutional brokerage | | $ | (214 | ) | | $ | 109 | | | | | | | | | |
Net investment income | | | 1,446 | | | | 1,944 | | | | | | | | | |
Financial Instruments Held for Investment—Designated as Trading |
As of March 31, 2014, and during the year ended December 31, 2013, the Company had certain investments in marketable equity securities held by other than its broker-dealer subsidiary that are classified as trading securities. In addition, as of March 31, 2014, the Company had short positions in U.S. Treasury securities held by other than its broker-dealer subsidiary that are classified as trading securities. These investments are designated as trading based on the Company’s intent at the time of designation. In accordance with ASC 320, “Investments—Debt and Equity Securities” (“ASC 320”), these securities are carried at fair value with resulting realized and unrealized gains and losses reflected as net investment income (loss) in the statements of operations. In addition, pursuant to ASC 825, “Financial Instruments” (“ASC 825”), from time-to-time the Company may elect to account for non-public equity securities acquired by other than the Company’s broker-dealer subsidiary as part of its trading portfolio at fair value with resulting realized and unrealized gains and losses reflected as net investment income (loss) in the statements of operations. During the three months ended March 31, 2014, the Company elected to account for one non-public equity security, purchased at a cost of $2,000, at fair value. Net gains and losses on such trading securities as of the dates indicated were as follows: |
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| | Three Months Ended | | | | | | | | | |
March 31, | | | | | | | | |
| | 2014 | | | 2013 | | | | | | | | | |
Net gains recognized on trading securities | | $ | 2,385 | | | $ | 706 | | | | | | | | | |
Less: Net (gains) losses recognized on trading securities sold during the period | | | (237 | ) | | | — | | | | | | | | | |
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Unrealized gains recognized on trading securities still held at the reporting | | $ | 2,148 | | | $ | 706 | | | | | | | | | |
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During the three months ended March 31, 2014, as part of the Company’s investing activities, the Company entered into two short-sales of $100,000 face value each, 4.50% U.S. Treasury securities. These two securities mature in November 2015 and February 2016, respectively. These positions are included in securities sold but not yet purchased on the Company’s balance sheet as of March 31, 2014. Proceeds from these short-sales, as well as related margin requirements, are held in a collateral account and are included in due from brokers, dealers and clearing organizations in the Company’s balance sheet. Such amounts are not available for withdrawal and are subject to closure of the open short positions. During the three months ended March 31, 2014, the Company incurred $1,677 of interest expense related to these transactions. The Company is obligated to fund the fixed-rate coupon interest on these securities while the short-positions are outstanding. |
Financial Instruments Held for Investment—Designated as Available-for-Sale |
As of March 31, 2014 and December 31, 2013, the Company had certain investments in marketable equity securities held by other than the Company’s broker-dealer subsidiary that are classified as available-for-sale securities. These investments are designated as available-for-sale due to the Company’s intent at the time of designation to hold these securities for investment purposes over an extended period. However, these investments are available to be sold should economic conditions warrant such a transaction. In accordance with ASC 320, these securities are carried at fair value with resulting unrealized gains and losses reflected as other comprehensive income or loss. Gross unrealized gains and losses on these securities as of the dates indicated were as follows: |
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| | March 31, 2014 | |
| | Cost | | | Unrealized | | | Fair Value | |
| | Basis | | Gains | | | Losses | | |
Marketable equity securities | | $ | 108 | | | $ | 79 | | | $ | 0 | | | $ | 187 | |
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| | December 31, 2013 | |
| | Cost | | | Unrealized | | | Fair Value | |
| | Basis | | Gains | | | Losses | | |
Marketable equity securities | | $ | 108 | | | $ | 48 | | | $ | 0 | | | $ | 156 | |
The Company evaluates its portfolio of marketable equity securities for impairment as of each reporting date. For the securities with unrealized losses, the Company will review the underlying cause for the impairments, as well as the severity and duration of the impairments. If the impairment is determined to be other-than-temporary, the Company will recognize an other-than-temporary impairment loss in its statement of operations. The Company did not recognize any other-than-temporary impairment losses during the three months ended March 31, 2014, and as of March 31, 2014, the Company did not hold any marketable securities that were in an unrealized loss position. During the three months ended March 31, 2013, the Company recorded an other-than-temporary impairment charge of $545 related to an investment in a company in the financial services industry. The Company recognized this impairment charge as a result of a change in its intent to hold this investment for a period of time sufficient for a forecasted recovery of its fair value. In this case the change in intent was a result of changes in market conditions during the quarter specific to this investment. The carrying value of this investment subsequent to the impairment was $4,257. |
There were no sales of marketable equity securities during the three months ended March 31, 2014. During the three months ended March 31, 2013, the Company received proceeds of $72 from sales of marketable equity securities resulting in gross gains of $36. |
Other Comprehensive Income (Loss) |
The following tables set forth the changes in the Company’s accumulated other comprehensive income (loss) by component for the period indicated along with detail regarding reclassifications from other comprehensive income (loss). All such reclassifications from other comprehensive income (loss) are included in net investment income in the Company’s consolidated statements of operations. |
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| | Three Months Ended | | | Three Months Ended | | | | | | | | | |
March 31, 2014 | 31-Mar-13 | | | | | | | | |
Accumulated Other Comprehensive Income (Loss), Beginning Balance | | $ | 34 | | | $ | (1,094 | ) | | | | | | | | |
Other comprehensive income (loss) before reclassifications | | | 19 | | | | (627 | ) | | | | | | | | |
Amounts reclassified from other comprehensive income (loss) | | | — | | | | 509 | | | | | | | | | |
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Accumulated Other Comprehensive Income (Loss), at period end | | $ | 53 | | | $ | (1,212 | ) | | | | | | | | |
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| | Three Months Ended | | | Three Months Ended | | | | | | | | | |
31-Mar-14 | 31-Mar-13 | | | | | | | | |
Reclassifications from other comprehensive income (loss) | | | | | | | | | | | | | | | | |
Other-than-temporary impairment loss | | $ | — | | | $ | 545 | | | | | | | | | |
Realized gains on sale of securities | | | — | | | | (36 | ) | | | | | | | | |
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Total | | $ | — | | | $ | 509 | | | | | | | | | |
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Other Investments, at Cost |
Other investments consisted of the following as of the dates indicated: |
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| | March 31, | | | December 31, | | | | | | | | | |
2014 | 2013 | | | | | | | | |
Non-public equity securities | | $ | 2,681 | | | $ | 2,681 | | | | | | | | | |
Corporate debt investments | | | — | | | | 5,000 | | | | | | | | | |
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| | $ | 2,681 | | | $ | 7,681 | | | | | | | | | |
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The Company evaluates its non-public equity securities and corporate debt investments, carried at cost, for impairment as of each reporting date. This evaluation includes consideration of the operating performance of the respective companies, their financial condition and their near-term and long-term prospects. Based on its evaluations of these investments, the Company recorded no impairment losses during the three months ended March 31, 2014 and 2013. |
During the three months ended March 31, 2014, the Company received $5,000 reflecting the full repayment at its maturity of a corporate debt investment. During the three months ended March 31, 2013, there were no sales of non-public equity securities or corporate debt investments carried at cost. |