Fair Value Measurements | FAIR VALUE MEASUREMENTS Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants at the measurement date. Inputs used to measure fair value are prioritized within a three-level fair value hierarchy. This hierarchy requires entities to maximize the use of observable inputs and minimize the use of unobservable inputs. The three levels of inputs used to measure fair value are as follows: Level 1 — Quoted prices in active markets for identical assets or liabilities. Level 2 — Observable inputs other than quoted prices included in Level 1, such as quoted prices for similar assets and liabilities in active markets; quoted prices for identical or similar assets and liabilities in markets that are not active; or other inputs that are observable or can be corroborated by observable market data. Level 3 — Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. This includes certain pricing models, discounted cash flow methodologies and similar techniques that use significant unobservable inputs. There have been no transfers of assets or liabilities between these fair value measurement classifications during the years ended December 31, 2023 or 2022. The Company’s fair value measurements are evaluated within the fair value hierarchy based on the nature of inputs used to determine the fair value at the measurement date. At December 31, 2023 and 2022, the Company had the following financial assets and liabilities that are measured at fair value on a recurring basis: Cash Equivalents — The Company’s cash equivalents include money market funds and U.S. government obligations, which are short term in nature with readily determinable values derived from active markets. Cash Equivalents Segregated Under Federal or Other Regulations — The Company’s cash equivalents segregated under federal or other regulations include U.S. treasury bills, which are short term in nature with readily determinable values derived from active markets. Trading Securities and Securities Sold, But Not Yet Purchased — The Company’s trading securities consist of house account model portfolios established and managed for the purpose of benchmarking the performance of its fee-based advisory platforms and temporary positions resulting from the processing of client transactions. The Company uses prices obtained from independent third-party pricing services to measure the fair value of its trading securities. Prices received from the pricing services are validated using various methods including comparison to prices received from additional pricing services, comparison to available quoted market prices and review of other relevant market data including implied yields of major categories of securities. In general, these quoted prices are derived from active markets for identical assets or liabilities. When quoted prices in active markets for identical assets and liabilities are not available, the quoted prices are based on similar assets and liabilities or inputs other than the quoted prices that are observable, either directly or indirectly. For negotiable certificates of deposit and treasury securities, the Company utilizes market-based inputs, including observable market interest rates that correspond to the remaining maturities or the next interest reset dates. At December 31, 2023 and 2022, the Company did not adjust prices received from the independent third-party pricing services. Other Assets — The Company’s other assets include: (1) deferred compensation plan assets that are invested in life insurance, money market and other mutual funds, which are actively traded and valued based on quoted market prices, and (2) certain non-traded real estate investment trusts and auction rate notes, which are valued using quoted prices for identical or similar securities and other inputs that are observable or can be corroborated by observable market data. Fractional Shares — The Company’s investment in fractional shares held by customers is reflected in other assets while the related purchase obligation for such shares is reflected in other liabilities. The Company uses prices obtained from independent third-party pricing services to measure the fair value of its investment in fractional shares held by customers and the related repurchase obligation. Prices received from the pricing services are validated using various methods including comparison to prices received from additional pricing services, comparison to available quoted market prices and review of other relevant market data including implied yields of major categories of securities. At December 31, 2023 and 2022, the Company did not adjust prices received from the independent third-party pricing services. Contingent Consideration — The Company measures contingent consideration liabilities at fair value at the acquisition date, as applicable, and thereafter on a recurring basis using unobservable (Level 3) inputs. These contingent consideration liabilities are reflected in other liabilities at December 31, 2023 and in accounts payable and accrued liabilities at December 31, 2022. See Note 2 - Summary of Significant Accounting Policies and Note 4 - Acquisitions for additional information. Level 3 Recurring Fair Value Measurements The Company determines the fair value for its contingent consideration obligations using Monte-Carlo simulation and discounted cash flows models. Contingent payments are estimated by applying significant unobservable inputs, including forecasted growth rates applied to project future revenue or asset growth and discount rates which are based on the cost of debt and equity. These projections are measured against the performance targets specified in each respective acquisition agreement, which may include growth in assets under management, net new assets, asset conversion or retention, or revenue growth. Significant increases or decreases in the Company’s forecasted growth rates over the measurement period or discount rates would result in a higher or lower fair value measurement. The following table summarizes inputs used in the measurement of contingent consideration using Monte-Carlo simulation models (dollars in thousands): December 31, Quantitative Information About Level 3 Fair Value Measurements 2023 2022 Type Valuation Techniques Unobservable Inputs Range $ 114,844 $ — Contingent Consideration Monte-Carlo Simulation Model Forecasted Growth Rates 12.0% - 29.5% Discount Rate 13.6% - 15.7% The Company also had contingent consideration of $4.0 million and $3.9 million at December 31, 2023 and 2022, respectively, that was measured using a discounted cash flow model in which a discount rate is applied to an estimated payment based on an expectation of future transactions. Recurring Fair Value Measurements The following table summarizes the Company’s financial assets and financial liabilities measured at fair value on a recurring basis (in thousands): December 31, 2023 Level 1 Level 2 Level 3 Total Assets Cash equivalents $ 166 $ — $ — $ 166 Cash equivalents segregated under federal or other regulations 720,077 — — 720,077 Restricted cash 103,226 — — 103,226 Investment securities - trading: Mutual funds 50,518 — — 50,518 U.S. treasury obligations 25,388 — — 25,388 Money market funds 107 — — 107 Equity securities 43 — — 43 Debt securities — 32 — 32 Total investment securities - trading 76,056 32 — 76,088 Other assets: Deferred compensation plan 677,548 — — 677,548 Fractional shares - investment (1) 177,131 — — 177,131 Other investments — 3,960 — 3,960 Total other assets 854,679 3,960 — 858,639 Total assets at fair value $ 1,754,204 $ 3,992 $ — $ 1,758,196 Liabilities Other liabilities: Securities sold, but not yet purchased: Equity securities $ 487 $ — $ — $ 487 Mutual funds 55 — — 55 Total securities sold, but not yet purchased 542 — — 542 Fractional shares - repurchase obligation (1) 177,131 — — 177,131 Contingent consideration — — 118,844 118,844 Total other liabilities 177,673 — 118,844 296,517 Total liabilities at fair value $ 177,673 $ — $ 118,844 $ 296,517 ____________________ (1) Investment in and related repurchase obligation for fractional shares resulting from the Company’s DRIP. The following table summarizes the Company’s financial assets and financial liabilities measured at fair value on a recurring basis (in thousands): December 31, 2022 Level 1 Level 2 Level 3 Total Assets Cash equivalents $ 13,639 $ — $ — $ 13,639 Cash equivalents segregated under federal or other regulations 1,131,040 — — 1,131,040 Investment securities - trading: U.S. treasury obligations 24,402 — — 24,402 Mutual funds 10,679 — — 10,679 Equity securities 980 — — 980 Debt securities — 585 — 585 Money market funds 112 — — 112 Total investment securities — trading 36,173 585 — 36,758 Other assets: Deferred compensation plan 489,976 — — 489,976 Fractional shares - investment (1) 122,253 — — 122,253 Other investments — 5,248 — 5,248 Total other assets 612,229 5,248 — 617,477 Total assets at fair value $ 1,793,081 $ 5,833 $ — $ 1,798,914 Liabilities Accounts payable and accrued liabilities — contingent consideration $ — $ — $ 3,860 $ 3,860 Other liabilities: Securities sold, but not yet purchased: Debt securities — 61 — 61 Equity securities 20 — — 20 Mutual funds 4 — — 4 Total securities sold, but not yet purchased 24 61 — 85 Fractional shares - repurchase obligation (1) 122,253 — — 122,253 Total other liabilities 122,277 61 — 122,338 Total liabilities at fair value $ 122,277 $ 61 $ 3,860 $ 126,198 ____________________ (1) Investment in and related repurchase obligation for fractional shares resulting from the Company’s DRIP. Fair Value of Financial Instruments Not Measured at Fair Value The following tables summarize the carrying values, fair values and fair value hierarchy level classification of financial instruments that are not measured at fair value (in thousands): December 31, 2023 Carrying Value Level 1 Level 2 Level 3 Total Fair Value Assets Cash $ 465,505 $ 465,505 $ — $ — $ 465,505 Cash segregated under federal or other regulations 1,287,235 1,287,235 — — 1,287,235 Restricted cash 4,954 4,954 — — 4,954 Receivables from clients, net 588,585 — 588,585 — 588,585 Receivables from brokers, dealers and clearing organizations 50,069 — 50,069 — 50,069 Advisor repayable loans, net (1) 340,985 — — 236,888 236,888 Other receivables, net 743,317 — 743,317 — 743,317 Investment securities - held-to-maturity securities 15,223 — 15,079 — 15,079 Other assets: Securities borrowed 4,334 — 4,334 — 4,334 Deferred compensation plan (2) 6,217 6,217 — — 6,217 Other investments (3) 4,695 — 4,695 — 4,695 Total other assets 15,246 6,217 9,029 — 15,246 Liabilities Client payables $ 2,266,176 $ — $ 2,266,176 $ — $ 2,266,176 Payables to brokers, dealers and clearing organizations 163,337 — 163,337 — 163,337 Corporate debt and other borrowings, net 3,734,111 — 3,680,199 — 3,680,199 December 31, 2022 Carrying Value Level 1 Level 2 Level 3 Total Fair Value Assets Cash $ 833,880 $ 833,880 $ — $ — $ 833,880 Cash segregated under federal or other regulations 1,068,322 1,068,322 — — 1,068,322 Restricted cash 90,389 90,389 — — 90,389 Receivables from clients, net 561,569 — 561,569 — 561,569 Receivables from brokers, dealers and clearing organizations 56,276 — 56,276 — 56,276 Advisor repayable loans, net (1) 280,040 — — 219,062 219,062 Other receivables, net 677,766 — 677,766 — 677,766 Investment securities - held-to-maturity securities 15,852 — 15,471 — 15,471 Other assets: Securities borrowed 9,626 — 9,626 — 9,626 Deferred compensation plan (2) 6,343 6,343 — — 6,343 Other investments (3) 4,647 — 4,647 — 4,647 Total other assets 20,616 6,343 14,273 — 20,616 Liabilities Client payables $ 2,694,929 $ — $ 2,694,929 $ — $ 2,694,929 Payables to brokers, dealers and clearing organizations 147,752 — 147,752 — 147,752 Corporate debt and other borrowings, net 2,717,444 — 2,530,011 — 2,530,011 ____________________ (1) Includes repayable loans and forgivable loans which have converted to repayable upon advisor termination or change in agreed upon terms. (2) Includes cash balances awaiting investment or distribution to plan participants. (3) Other investments include Depository Trust Company common shares and Federal Reserve stock. |