Financial Instruments and Long-Term Investments | 2. Financial Instruments and Long-Term Investments: Fair Value of Financial Instruments The FASB’s ASC 820 “Fair Value Measurement” (“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: Level 1 Inputs — Unadjusted quoted prices in active markets for identical assets or liabilities that are accessible by the Company; 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; 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 from an exchange are used to value these securities. Non-public equity securities, which primarily include securities where the Company acted as a placement agent in an offering of equity securities and where the Company facilitates over-the-counter trading activity for the securities, are classified within Level 3 of the fair value hierarchy. In determining the fair value of these securities, the Company considers enterprise value and analyzes various financial, performance and market factors to estimate the value, including where applicable, over-the-counter market trading activity. Non-exchange traded 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. The Company primarily uses price quotes from one independent broker-dealer who makes markets in or is a specialist with expertise in the valuation of these financial instruments. The Company reviews broker or pricing service quotes it receives to assess the reasonableness of the values provided; such reviews include comparison to internal pricing models and, when available, prices observed for recently executed market transactions of comparable size. Based on this assessment, at each reporting date the Company will adjust price quotes it receives if such an adjustment is determined to be appropriate. Investment Funds —The Company invests in proprietary investment funds that are valued at net asset value (“NAV”) determined by the fund administrator. 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 the fund administrators are derived from the fair values of the underlying investments as of the reporting date. As a result of our adoption of ASU 2015-07, “Fair Value Measurement (Topic 820): Disclosures for Investments in Certain Entities That Calculate Net Asset Value per Share (or Its Equivalent),” (“ASU 2015-07”) in 2015, these investment funds are no longer categorized within the fair value hierarchy. Fair Value Hierarchy The following tables set forth, by level within the fair value hierarchy, financial instruments and long-term investments accounted for under ASC 820 as of June 30, 2016 and December 31, 2015. 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 June 30, 2016 Level 1 Level 2 Level 3 Financial instruments owned, at fair value: Financial instruments held for trading activities at broker-dealer subsidiaries: Marketable and non-public equity securities $ 7,252 $ 250 $ — $ 7,002 Convertible and fixed income debt instruments — — — — 7,252 250 — 7,002 Financial instruments held for investment activities: Designated as trading: Marketable and non-public equity securities 8,341 — — 8,341 Warrants 164 — — 164 8,505 — — 8,505 Total 15,757 $ 250 $ — $ 15,507 Investment funds valued at net asset value (1) 31,814 Total financial instruments owned, at fair value $ 47,571 (1) In accordance with Subtopic 820-10, certain investments that are measured at fair value using the net asset value per share (or its equivalent) practical expedient have not been classified in the fair value hierarchy. The fair value amounts presented in this table are intended to permit reconciliation of the fair value hierarchy to the amounts presented in the consolidated balance sheets. As of June 30, 2016, financial assets measured and reported at fair value on a recurring basis and classified within Level 3 were $15,507, or 1.3% 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 June 30, 2016: Valuation Technique Fair Value Unobservable Input Range Weighted Average Market approach $ 15,343 Over-the-counter trading activity $0.45 - $14.10/share $11.11 Black-Scholes $ 164 Volatility 30% 30% Dividend Yield 0% 0% Interest Rate 1.1% 1.1% 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. For warrants valued using Black-Scholes, adverse industry market conditions or events experienced by the issuer 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 Company assessed the reasonableness of the fair values of the non-public equity securities noted above based on its consideration of available financial data related to these issuers as well as an assessment of the nature of any over-the-counter trading activity during the period. The Company assessed the reasonableness of the fair value of the non-exchange traded warrants valued using a Black-Scholes valuation based on its consideration of the fair values of comparable exchange-traded options. December 31, 2015 Level 1 Level 2 Level 3 Financial instruments owned, at fair value: Financial instruments held for trading activities at broker-dealer subsidiaries: Marketable and non-public equity securities $ 13,221 $ 5,586 $ — $ 7,635 Convertible and fixed income debt instruments 815 — 815 — 14,036 5,586 815 7,635 Financial instruments held for investment activities: Designated as trading: Marketable and non-public equity securities 13,849 5,415 — 8,434 Warrants 436 — — 436 14,285 5,415 — 8,870 Total 28,321 $ 11,001 $ 815 $ 16,505 Investment funds valued at net asset value (1) 66,602 Total financial instruments owned, at fair value $ 94,923 Financial instruments sold, not yet purchased, at fair value: Marketable and non-public equity securities $ 1,933 $ 1,933 $ — $ — Convertible and fixed income debt instruments 1 — 1 — Total $ 1,934 $ 1,933 $ 1 $ — (1) In accordance with Subtopic 820-10, certain investments that are measured at fair value using the net asset value per share (or its equivalent) practical expedient have not been classified in the fair value hierarchy. The fair value amounts presented in this table are intended to permit reconciliation of the fair value hierarchy to the amounts presented in the consolidated balance sheets. As of December 31, 2015, financial assets measured and reported at fair value on a recurring basis and classified within Level 3 were $16,505, or 1.8% 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 December 31, 2015: Valuation Technique Fair Value Unobservable Input Range Weighted Average Market approach $ 16,069 Over-the-counter trading activity $0.44 - $14.10/share $11.13 Black-Scholes $ 436 Volatility 30% 30% Dividend Yield 0% 0% Interest Rate 1.9% 1.9% 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. For warrants valued using Black-Scholes, adverse industry market conditions or events experienced by the issuer 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 Company assessed the reasonableness of the fair values of the non-public equity securities noted above based on its consideration of available financial data related to these issuers as well as an assessment of the nature of any over-the-counter trading activity during the period. The Company assessed the reasonableness of the fair value of the non-exchange traded warrants valued using a Black-Scholes valuation based on its consideration of the fair values of comparable exchange-traded options. Level 3 Gains and Losses The table below sets forth a summary of changes in the fair value of the Company’s Level 3 financial assets and liabilities that are measured at fair value on a recurring basis for the three months ended June 30, 2016 and 2015. As of June 30, 2016 and 2015, the Company did not have any net unrealized gains (losses) included in accumulated other comprehensive income on Level 3 financial assets. Three Months Ended June 30, 2016 2015 Trading Securities Trading Securities Beginning balance, April 1, $ 15,100 $ 2,856 Total net losses (realized/unrealized) included in earnings (62 ) 538 Purchases 13,922 25,677 Sales/distributions (13,453 ) (19,823 ) Ending balance, June 30, $ 15,507 $ 9,248 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 and liabilities still held at the reporting date $ (115 ) $ 673 There were no transfers into or out of Level 1, 2, and 3 during the three months ended June 30, 2016 or 2015. The table below sets forth a summary of changes in the fair value of the Company’s Level 3 financial assets and liabilities that are measured at fair value on a recurring basis for the six months ended June 30, 2016 and 2015. Six Months Ended June 30, 2016 2015 Trading Securities Trading Securities Beginning balance, January 1, $ 16,505 $ 3,188 Total net losses (realized/unrealized) included in earnings (322 ) 235 Purchases 25,062 39,097 Sales/Distributions (25,738 ) (33,243 ) Transfers out of Level 3 — (29 ) Ending balance, June 30, $ 15,507 $ 9,248 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 and liabilities still held at the reporting date $ (116 ) $ 370 There were no transfers into or out of Level 1, 2, and 3 during the six months ended June 30, 2016. During the six months ended June 30, 2015, there was one transfer out of Level 3 and into Level 1 for an equity security that was previously a non-public equity security and during the applicable period became publicly traded. Gains and losses from Level 3 financial assets that are measured at fair value on a recurring basis, that are included in earnings for the three and six months ended June 30, 2016 and 2015, are reported in the following line descriptions on the Company’s consolidated statements of operations: Three Months Ended Six Months Ended June 30, June 30, 2016 2015 2016 2015 Total gains and losses included in earnings for the period: Institutional brokerage $ (37 ) $ 136 $ 18 $ 137 Net investment (loss) gain (25 ) 402 (340 ) 98 Change in unrealized gains or losses relating to assets still held at the end of the respective period: Institutional brokerage $ (90 ) $ 271 $ 81 $ 272 Net investment (loss) gain (25 ) 402 (197 ) 98 Items Measured at Fair Value on a Non-Recurring Basis The Company also measures certain financial assets and liabilities and other assets at fair value on a non-recurring basis including items such as cost method investments, intangibles, fixed assets and estimated contingent consideration payable. Adjustments to the fair value of these assets and liabilities usually result from the application of lower-of-cost-or-market accounting or impairments of individual assets. Adjustments to the fair value of contingent consideration payable would result from differences between the underlying forecasted securities lending results and actual results. Due to the nature of these assets, unobservable inputs are used to value these assets and liabilities. In determining the fair value, the Company analyzes various financial, performance, and market factors to estimate the fair value, including where applicable, market activity. As a result, these assets and liabilities are classified within Level 3 of the fair value hierarchy. During the three and six months ended June 30, 2016 and 2015, except for the impact of the scheduled payment of contingent consideration payable, there were no assets or liabilities measured at fair value on a non-recurring basis for which there was a change in carrying value. During the six months ended June 30, 2016, the Company made a final contingent consideration payment of $1,332 related to its 2014 acquisition of a securities lending business. As of June 30, 2016, the Company has no contingent consideration obligations payable. Financial Instruments Held for Investment—Designated as Trading As of June 30, 2016, and December 31, 2015, the Company had certain investments in marketable equity securities held by other than its broker-dealer subsidiaries 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 consolidated 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 subsidiaries 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 consolidated statements of operations. During the three and six months ended June 30, 2016, the Company did not make any such elections. During the three and six months ended June 30, 2015, the Company elected to account for one non-public equity security, purchased at a cost of $3,999, at fair value. Net gains and losses on such trading securities as of the dates indicated were as follows: Three Months Ended Six Months Ended June 30, June 30, 2016 2015 2016 2015 Net (loss) gain recognized on trading securities $ (25 ) $ 3,717 $ (537 ) $ 6,408 Less: Net loss (gain) recognized on trading securities sold during the period — — 197 (24 ) Unrealized (loss) gain recognized on trading securities still held at the reporting date $ (25 ) $ 3,717 $ (340 ) $ 6,384 As part of the Company’s investing activities, during the six months ended June 30, 2015, the Company entered into two short sales, totaling $200,000 face value, of 4.625% U.S. Treasury securities maturing in November 2016. These two short sales were settled in the third quarter of 2015. During 2014, the Company entered into one short-sale of a $75,000 face value 7.25% U.S. Treasury security maturing in May 2016, which was settled in the fourth quarter of 2015. During the three and six months ended June 30, 2015, the Company incurred $3,712 and $6,909, respectively, of interest expense related to these transactions. Fair Value of the Investments Valued at NAV As of June 30, 2016 and December 31, 2015, the Company had $31,814 and $66,602, respectively, of investments that are valued at NAV. The following table presents information about the Company’s investments in hedge funds and private equity funds measured at fair value based on NAV at June 30, 2016 and December 31, 2015: June 30, 2016 December 31, 2015 Fair Value Unfunded Commitment Fair Value Unfunded Commitment Hedge funds: Fixed income/credit-related $ 10,872 $ — $ 38,972 $ — Multi-strategy 12,495 — 18,930 — Private equity funds 8,447 212 8,700 212 Total $ 31,814 $ 212 $ 66,602 $ 212 The investments in non-registered investment funds 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 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. Investments in hedge funds may be subject to lock-up restrictions or gates. A hedge fund lockup provision is a provision that provides that an investor may not make a withdrawal from the fund or may be subject to withdrawal fees. The purpose of a gate is to restrict the level of redemptions that an investor in a particular hedge fund can demand at any redemption date. All of the Company’s hedge fund investments have the ability to impose redemption gates. As of June 30, 2016, 33% of the fair value of the Company’s fund investments, or $7,598 of the hedge funds, was redeemable on either a monthly or quarterly basis with notice periods of 60 days or less, and 67% of the fair value, or $15,769 of the hedge funds, was redeemable on a quarterly basis with notice periods of between 90 days and 180 days. During the six months ended June 30, 2016, the Company received $34,886 of proceeds from hedge fund redemptions. The Company has initiated redemptions for approximately $13,000 of the fair value of the hedge funds. The Company’s fixed income and credit-related hedge fund investments include funds that primarily employ long-short or relative value strategies in order to benefit from investments in undervalued or overvalued securities that are primarily debt or credit related. The Company’s multi-strategy fund investments include funds that pursue a variety of fixed income, credit and asset-backed strategies to realize short and long term gains. Management of these hedge funds has the ability to overweight or underweight different strategies to best capitalize on current investment opportunities. The Company’s private equity fund investments include funds that pursue multiple strategies including direct lending, asset securitization and real estate development. These investments by the Company are generally not redeemable with the funds. The nature of these fund investments is that distributions are received through the liquidation of the underlying assets of the fund. At June 30, 2016 it was estimated that these funds will be liquidated in the next three years. Other Comprehensive Income The following tables set forth the changes in the Company’s accumulated other comprehensive income by component for the six months ended June 30, 2015 along with detail regarding reclassifications from other comprehensive income. All such reclassifications from other comprehensive income are included in net investment income in the Company’s consolidated statements of operations. As of June 30, 2016, and during the three and six months then ended, there was no accumulated other comprehensive income or reclassifications from other comprehensive income. Six Months Ended June 30, 2015 Accumulated other comprehensive income, beginning balance $ 44 Other comprehensive income before reclassifications — Amounts reclassified from other comprehensive income (44 ) Accumulated other comprehensive income, at period end $ — Six Months Ended June 30, 2015 Reclassifications from other comprehensive income: Realized gains on sale of securities $ 44 Other Investments, at Cost Other investments consist of non-public equity securities of $6,539 as of each of June 30, 2016 and December 31, 2015. The Company evaluates its non-public equity securities, 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 and six months ended June 30, 2016 and 2015. During the three and six months ended June 30, 2016 and 2015, there were no sales of investments carried at cost. |