Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2017 | Apr. 28, 2017 | |
Document and Entity Information [Abstract] | ||
Entity Registrant Name | Cowen Group, Inc. | |
Entity Central Index Key | 1,466,538 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Accelerated Filer | |
Document Type | 10-Q | |
Document Period End Date | Mar. 31, 2017 | |
Document Fiscal Year Focus | 2,017 | |
Document Fiscal Period Focus | Q1 | |
Amendment Flag | false | |
Entity Common Stock, Shares Outstanding | 27,332,651 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Financial Condition - USD ($) $ in Thousands | Mar. 31, 2017 | Dec. 31, 2016 | ||
Assets | ||||
Cash and cash equivalents | $ 78,959 | $ 112,014 | ||
Cash collateral pledged | 14,696 | 13,342 | ||
Securities owned, at fair value | 656,381 | 700,876 | ||
Receivable on derivative contracts, at fair value | 18,137 | 22,901 | ||
Other investments | 150,813 | 157,279 | ||
Receivable from brokers | 163,622 | 87,837 | ||
Fees receivable, net of allowance | 49,925 | 45,883 | ||
Due from related parties | 42,792 | 39,629 | ||
Fixed assets, net of accumulated depreciation and amortization of $25,418 and $23,867, respectively | 40,836 | 42,408 | ||
Goodwill | 60,678 | 60,678 | ||
Intangible assets, net of accumulated amortization of $28,302 and $29,418, respectively | 24,465 | 25,769 | ||
Deferred tax assets, net | 163,873 | 165,656 | ||
Other assets | 62,074 | 38,406 | ||
Consolidated Funds | ||||
Cash and cash equivalents | 10,293 | 17,761 | ||
Securities owned, at fair value | 91,759 | 79,237 | ||
Receivable on derivatives, Consolidated Funds | 909 | 893 | ||
Other investments | 401,528 | 401,465 | ||
Receivable from brokers, Consolidated Funds | 9,289 | 5,978 | ||
Other assets | 518 | 511 | ||
Total Assets | 2,041,547 | 2,018,523 | ||
Liabilities | ||||
Securities sold, not yet purchased, at fair value | 335,676 | 266,090 | ||
Payable for derivative contracts, at fair value | 14,143 | 20,762 | ||
Payable to brokers | 124,451 | 210,309 | ||
Payables to Customers | 70,479 | 0 | ||
Compensation payable | 31,794 | 98,084 | ||
Notes payable and other debt | 77,890 | 77,030 | ||
Convertible debt | [1] | 132,055 | 130,029 | |
Fees payable | 7,876 | 3,272 | ||
Due to related parties | 573 | 573 | ||
Accounts payable, accrued expenses and other liabilities | 66,833 | 51,115 | ||
Consolidated Funds | ||||
Securities sold, not yet purchased, Consolidated Funds | 0 | [2] | 883 | |
Payable for derivatives, Consolidated Funds | 876 | 572 | ||
Payable to brokers, Consolidated Funds | 1,652 | 3,700 | ||
Due to related parties | 0 | 189 | ||
Contributions received in advance | 50 | 2,000 | ||
Capital withdrawals payable | 4,368 | 1,408 | ||
Accounts payable, accrued expenses and other liabilities | 441 | 652 | ||
Total Liabilities | 869,157 | 866,668 | ||
Commitments and Contingencies | ||||
Redeemable non-controlling interests | 394,132 | 379,205 | ||
Stockholders' equity | ||||
Additional paid-in capital | 937,425 | 928,646 | ||
(Accumulated deficit) retained earnings | (1,156) | (2,442) | ||
Accumulated other comprehensive income (loss) | (4) | (2) | ||
Less: Class A common stock held in treasury, at cost, 10,139,040 and 9,810,802 shares as of March 31, 2017 and December 31, 2016, respectively. | (158,300) | (153,845) | ||
Total Stockholders' Equity | 778,258 | 772,650 | ||
Total Liabilities and Stockholders' Equity | 2,041,547 | 2,018,523 | ||
Convertible Preferred Stock | ||||
Stockholders' equity | ||||
Preferred stock | 1 | 1 | ||
Common Stock Class A | ||||
Stockholders' equity | ||||
Common stock | 292 | 292 | ||
Less: Class A common stock held in treasury, at cost, 10,139,040 and 9,810,802 shares as of March 31, 2017 and December 31, 2016, respectively. | (158,300) | (153,845) | ||
Common Stock Class B | ||||
Stockholders' equity | ||||
Common stock | $ 0 | $ 0 | ||
[1] | The carrying amount of the convertible debt includes an unamortized discount of $16.0 million and $17.8 million as of March 31, 2017 and December 31, 2016. | |||
[2] | As of December 31, 2016, maturities ranged from September 2019 to September 2023 and interest rates ranged from 4.38% to 9.25%. |
Consolidated Statements of Fina
Consolidated Statements of Financial Condition (Parenthetical) - USD ($) | Mar. 31, 2017 | Dec. 31, 2016 |
Assets | ||
Fixed assets, accumulated depreciation and amortization (in dollars) | $ 25,418,000 | $ 23,867,000 |
Intangible assets, accumulated amortization (in dollars) | $ 28,302,000 | $ 29,418,000 |
Stockholders' equity | ||
Preferred stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Preferred stock, shares authorized | 10,000,000 | 10,000,000 |
Preferred stock, shares issued | 120,750 | 120,750 |
Preferred stock, shares outstanding | 120,750 | 120,750 |
Preferred Stock, Liquidation Preference, Value | $ 120,750,000 | $ 120,750,000 |
Treasury Stock, Shares | 10,139,040 | 9,810,802 |
Common Stock Class A | ||
Stockholders' equity | ||
Common stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Common stock, shares authorized | 62,500,000 | 62,500,000 |
Common stock, shares issued | 37,451,533 | 36,542,091 |
Common stock, shares outstanding | 27,312,493 | 26,731,289 |
Common stock, restricted shares | 162,176 | 162,176 |
Treasury Stock, Shares | 10,139,040 | 9,810,802 |
Common Stock Class B | ||
Stockholders' equity | ||
Common stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Common stock, shares authorized | 62,500,000 | 62,500,000 |
Common stock, shares issued | 0 | 0 |
Common stock, shares outstanding | 0 | 0 |
Condensed Consolidated Stateme4
Condensed Consolidated Statements of Operations - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | ||
Mar. 31, 2017 | Mar. 31, 2016 | ||
Revenues | |||
Investment banking | $ 36,553 | $ 26,147 | |
Brokerage | 50,534 | 50,935 | |
Management fees | 8,708 | 11,030 | |
Incentive income | 546 | 1,111 | |
Interest and dividends | 5,089 | 3,653 | |
Reimbursement from affiliates | 1,652 | 3,887 | |
Aircraft lease revenue | 1,059 | 394 | |
Reinsurance premiums | 7,089 | 1,010 | |
Other revenue | 1,400 | 1,321 | |
Consolidated Funds | |||
Interest and dividends | 1,994 | 1,076 | |
Other revenues | 347 | 475 | |
Total revenues | 114,971 | 101,039 | |
Expenses | |||
Employee compensation and benefits | 76,673 | 63,181 | |
Floor brokerage and trade execution | 8,323 | 7,791 | |
Interest and dividends | 9,930 | 7,310 | |
Professional, advisory and other fees | 5,816 | 5,594 | |
Service fees | 2,616 | 2,184 | |
Communications | 4,760 | 4,139 | |
Occupancy and equipment | 7,063 | 8,005 | |
Depreciation and amortization | 3,028 | 3,067 | |
Client services and business development | 7,762 | 7,040 | |
Reinsurance claims, commissions and amortization of deferred acquisition costs | 6,178 | 563 | |
Other Expenses | 3,261 | 5,249 | |
Consolidated Funds | |||
Interest and dividends | 3,983 | 1,120 | |
Professional, advisory and other fees | 392 | 302 | |
Floor brokerage and trade execution | 109 | 22 | |
Other expenses | 479 | 372 | |
Total expenses | 140,373 | 115,939 | |
Other income (loss) | |||
Net gains (losses) on securities, derivatives and other investments | 26,056 | 3,188 | |
Consolidated Funds | |||
Net realized and unrealized gains (losses) on investments and other transactions | 9,578 | (2,692) | |
Net realized and unrealized gains (losses) on derivatives | 3,865 | 3,102 | |
Net gains (losses) on foreign currency transactions | (97) | (13) | |
Total other income (loss) | 39,402 | 3,585 | |
Income (loss) before income taxes | 14,000 | (11,315) | |
Income tax expense (benefit) | 1,911 | (3,320) | |
Net income (loss) | 12,089 | (7,995) | |
Net income (loss) attributable to redeemable non-controlling interests in consolidated subsidiaries and funds | (9,105) | 4,297 | |
Net income (loss) attributable to Cowen Group, Inc. | 2,984 | (3,698) | |
Preferred stock dividends | 1,698 | 1,698 | |
Net income (loss) attributable to Cowen Group, Inc. common stockholders | $ 1,286 | $ (5,396) | |
Weighted average common shares outstanding: | |||
Basic (in shares) | 27,061 | 26,591 | [1] |
Diluted (in shares) | 28,401 | 26,591 | [1] |
Earnings (loss) per share: | |||
Earnings Per Share, Basic (in dollars per share) | $ 0.05 | $ (0.20) | [1] |
Earnings Per Share, Diluted (in dollars per share) | $ 0.05 | $ (0.20) | [1] |
[1] | Share and per share amounts have been retroactively updated to reflect the one-for-four reverse stock split effective as of December 5, 2016. |
Condensed Consolidated Stateme5
Condensed Consolidated Statements of Comprehensive Income (Loss) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Statement of Comprehensive Income [Abstract] | ||
Net income (loss) | $ 12,089 | $ (7,995) |
Other comprehensive income (loss), net of tax: | ||
Foreign currency translation | (2) | (3) |
Total other comprehensive income, net of tax | (2) | (3) |
Comprehensive income (loss) | $ 12,087 | $ (7,998) |
Condensed Consolidated Stateme6
Condensed Consolidated Statements of Changes in Equity - USD ($) $ in Thousands | Total | Treasury Stock | Additional Paid-in Capital | Accumulated Other Comprehensive Income (Loss) | Retained Earnings/(Accumulated deficit) | Common Stock Class A | Preferred Stock | Convertible Preferred StockRetained Earnings/(Accumulated deficit) |
Balance at Dec. 31, 2015 | $ 789,993 | $ (137,356) | $ 903,429 | $ 0 | $ 23,627 | $ 292 | $ 1 | |
Common Stock, Shares, Outstanding at Dec. 31, 2015 | 26,401,163 | |||||||
Preferred stock, shares outstanding at Dec. 31, 2015 | 120,750,000 | |||||||
Redeemable Noncontrolling Interest at Dec. 31, 2015 | 186,911 | |||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Net income (loss) attributable to Cowen Group, Inc. | (3,698) | (3,698) | ||||||
Net income (loss) attributable to redeemable non-controlling interests in consolidated subsidiaries and funds | (4,297) | |||||||
Foreign currency translation | (3) | (3) | ||||||
Capital contributions | 217,633 | |||||||
Capital withdrawals | (2,267) | |||||||
Deconsolidation of funds | (73,042) | |||||||
Restricted stock awards issued, shares | 649,085 | |||||||
Purchase of treasury stock, at cost, shares | (530,698) | |||||||
Purchase of treasury stock, at cost | (7,582) | (7,582) | ||||||
Preferred stock dividends (See Note 14) | (1,698) | $ (1,698) | ||||||
Income tax effect from share based compensation | (515) | (515) | ||||||
Amortization of share based compensation | 6,423 | 6,423 | ||||||
Balance at Mar. 31, 2016 | 782,920 | (144,938) | 909,337 | (3) | 18,231 | $ 292 | $ 1 | |
Common Stock, Shares, Outstanding at Mar. 31, 2016 | 26,519,550 | |||||||
Preferred stock, shares outstanding at Mar. 31, 2016 | 120,750,000 | |||||||
Redeemable Noncontrolling Interest at Mar. 31, 2016 | 324,938 | |||||||
Balance at Dec. 31, 2016 | $ 772,650 | (153,845) | 928,646 | (2) | (2,442) | $ 292 | $ 1 | |
Common Stock, Shares, Outstanding at Dec. 31, 2016 | 26,731,289 | |||||||
Preferred stock, shares outstanding at Dec. 31, 2016 | 120,750 | 120,750,000 | ||||||
Redeemable Noncontrolling Interest at Dec. 31, 2016 | $ 379,205 | |||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Net income (loss) attributable to Cowen Group, Inc. | 2,984 | 2,984 | ||||||
Net income (loss) attributable to redeemable non-controlling interests in consolidated subsidiaries and funds | 9,105 | |||||||
Foreign currency translation | (2) | (2) | ||||||
Capital contributions | 16,099 | |||||||
Capital withdrawals | (10,277) | |||||||
Restricted stock awards issued, shares | 909,442 | |||||||
Purchase of treasury stock, at cost, shares | (328,238) | |||||||
Purchase of treasury stock, at cost | (4,455) | (4,455) | ||||||
Preferred stock dividends (See Note 14) | (1,698) | $ (1,698) | ||||||
Amortization of share based compensation | 8,779 | 8,779 | ||||||
Balance at Mar. 31, 2017 | $ 778,258 | $ (158,300) | $ 937,425 | $ (4) | $ (1,156) | $ 292 | $ 1 | |
Common Stock, Shares, Outstanding at Mar. 31, 2017 | 27,312,493 | |||||||
Preferred stock, shares outstanding at Mar. 31, 2017 | 120,750 | 120,750,000 | ||||||
Redeemable Noncontrolling Interest at Mar. 31, 2017 | $ 394,132 |
Condensed Consolidated Stateme7
Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Cash flows from operating activities: | ||
Net income (loss) | $ 12,089 | $ (7,995) |
Adjustments to reconcile net income (loss) to net cash provided by / (used in) operating activities: | ||
Depreciation and amortization | 3,028 | 3,067 |
Amortization of Debt Issue Costs | 304 | 291 |
Amortization of debt discount | 1,840 | 1,665 |
Tax benefits (expense) from share based payment arrangements | 0 | (515) |
Share-based compensation | 8,779 | 6,423 |
Deferred tax benefit | 1,782 | (2,384) |
Deferred rent obligations | (225) | 107 |
Contingent liability adjustment | 0 | (2,135) |
Purchases of securities owned, at fair value | (1,215,330) | (1,293,147) |
Proceeds from sales of securities owned, at fair value | 1,324,115 | 1,263,611 |
Proceeds from sales of securities sold, not yet purchased, at fair value | 710,012 | 1,068,580 |
Payments to cover securities sold, not yet purchased, at fair value | (673,243) | (910,751) |
Net (gains) losses on securities, derivatives and other investments | (33,493) | (2,836) |
Consolidated Funds | ||
Purchases of securities owned, at fair value | (63,563) | (7,355) |
Proceeds from sales of securities owned, at fair value | 55,704 | 878 |
Proceeds from sales of securities sold, not yet purchased, at fair value | 217 | 2,049 |
Payments to cover securities sold, not yet purchased, at fair value | (899) | (855) |
Purchases of other investments | (8,578) | (212,028) |
Proceeds from sales of other investments | 14,788 | 855 |
Net realized and unrealized (gains) losses on investments and other transactions | (11,138) | 245 |
(Increase) decrease in operating assets: | ||
Cash collateral pledged | (1,354) | (72) |
Securities owned, at fair value, held at broker dealer | (30,255) | 8,004 |
Receivable on derivative contracts, at fair value | 4,764 | (6,106) |
Receivable from brokers | (75,785) | (4,785) |
Fees receivable, net of allowance | (4,042) | (6,759) |
Due from related parties | (3,163) | 5,264 |
Other assets | (20,199) | (11,257) |
Consolidated Funds | ||
Cash and cash equivalents | 7,468 | 1,586 |
Receivable on derivative contracts, at fair value | (16) | (125) |
Receivable from brokers | (3,311) | 0 |
Other assets | (7) | (738) |
Increase (decrease) in operating liabilities: | ||
Securities sold, not yet purchased, at fair value, held at broker dealer | 22,772 | (6,141) |
Payable for derivative contracts, at fair value | (6,619) | 3,951 |
Payable to brokers | (85,858) | (107,952) |
Payables to customers | 70,480 | 0 |
Compensation payable | (70,745) | (128,152) |
Fees payable | 4,604 | (3,892) |
Due to related parties | 0 | (95) |
Accounts payable, accrued expenses and other liabilities | 14,462 | 3,841 |
Consolidated Funds | ||
Contributions received in advance | (2,048) | 1,750 |
Payable to brokers | (1,950) | 2,314 |
Payable for derivative contracts, at fair value | 304 | 2 |
Due to related parties | (189) | 265 |
Accounts payable, accrued expenses and other liabilities | (211) | 707 |
Net cash provided by / (used in) operating activities | (54,709) | (340,620) |
Cash flows from investing activities: | ||
Purchases of other investments | (4,934) | (16,187) |
Proceeds from sales of other investments | 16,180 | 5,937 |
Proceeds from loans held for investments | 1,200 | 39,200 |
Purchase of fixed assets | (150) | (12,383) |
Net cash provided by / (used in) investing activities | 12,296 | 16,567 |
Cash flows from financing activities: | ||
Borrowings on notes and other debt | 2,247 | 22,072 |
Repayments on notes and other debt | (1,504) | (660) |
Income tax effect from share-based payment arrangements | 0 | (515) |
Purchase of treasury stock | 0 | (3,571) |
Cash paid to acquire net assets (contingent liability payment) | (167) | 0 |
Capital withdrawals to redeemable non-controlling interests in operating entities | (2,059) | (2,267) |
Consolidated Funds | ||
Capital contributions by redeemable non-controlling interests in Consolidated Funds | 23,198 | 217,633 |
Capital withdrawals to redeemable non-controlling interests in Consolidated Funds | (12,357) | (78) |
Net cash provided by / (used in) financing activities | 9,358 | 232,614 |
Change in cash and cash equivalents | (33,055) | (91,439) |
Cash and cash equivalents at beginning of period | 112,014 | 158,485 |
Cash and cash equivalents at end of period | 78,959 | 67,046 |
Supplemental information | ||
Purchase of treasury stock, at cost, through net settlement (See Note 14) | 4,455 | 4,012 |
Preferred stock dividends declared (See Note 14) | 1,698 | 1,698 |
Net assets of deconsolidated entities | $ 0 | $ 73,309 |
Organization and Business
Organization and Business | 3 Months Ended |
Mar. 31, 2017 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization and Business | Organization and Business Cowen Group, Inc., a Delaware corporation formed in 2009, is a diversified financial services firm and, together with its consolidated subsidiaries (collectively, “Cowen,” “Cowen Group” or the “Company”), provides alternative investment management, investment banking, research, sales and trading and prime brokerage services through its two business segments: alternative investment and broker-dealer. The Company's alternative investment segment, includes hedge funds, private equity structures, registered investment companies and listed vehicles . The Company's broker-dealer segment offers research, sales and trading, prime brokerage and investment banking services to companies and primarily institutional investor clients . Our primary target sectors are healthcare, technology, media and telecommunications, information and technology services, consumer, aerospace and defense, industrials, energy and transportation sectors. On December 5, 2016, the Company effected a one-for-four reverse stock split of the Company's common stock. Except where the context indicates otherwise, all share and per share information has been retroactively adjusted to reflect the reverse stock split. |
Significant Accounting Policies
Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2017 | |
Accounting Policies [Abstract] | |
Significant Accounting Policies | Significant Accounting Policies a. Basis of Presentation These unaudited condensed consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United States of America ("US GAAP") as promulgated by the Financial Accounting Standards Board ("FASB") through Accounting Standards Codification as the source of authoritative accounting principles in the preparation of financial statements, and include the accounts of the Company, its operating and other subsidiaries, and entities in which the Company has a controlling financial interest or a general partner interest. All material intercompany transactions and balances have been eliminated on consolidation. Certain fund entities that are consolidated in these accompanying condensed consolidated financial statements, as further discussed below, are not subject to the consolidation provisions with respect to their own controlled investments pursuant to their specialized accounting. The Company serves as the managing member/general partner and/or investment manager to affiliated fund entities which it sponsors and manages. Funds in which the Company has a controlling financial interest are consolidated with the Company pursuant to US GAAP as described below. Consequently, the Company's condensed consolidated financial statements reflect the assets, liabilities, income and expenses of these funds on a gross basis. The ownership interests in these funds that are not owned by the Company are reflected as redeemable non-controlling interests in consolidated subsidiaries in the accompanying condensed consolidated financial statements. The management fees and incentive income earned by the Company from these funds are eliminated in consolidation. Certain reclassifications have been made to prior period amounts in order to conform to current period presentation. The year-end condensed balance sheet data was derived from the audited financial statements, but does not include all disclosures included in the audited financial statements. b. Principles of consolidation The Company consolidates all entities that it controls through a majority voting interest or otherwise, including those funds in which the Company either directly or indirectly has a controlling financial interest. In addition, the Company consolidates all variable interest entities for which it is the primary beneficiary. In accordance with these standards, the Company presently consolidates six funds for which it acts as the general partner and investment manager. As of March 31, 2017 the Company consolidated the following funds: Ramius Enterprise LP (“Enterprise LP”), Ramius Merger Fund LLC (the "Merger Fund"), Cowen Private Investments LP ("Cowen Private"), Caerus Select Fund LP ("Caerus LP") (between May 1, 2016 through March 1, 2017 when the fund was liquidated), Ramius Archview Credit and Distressed Master Fund ("Archview Master Fund") and Ramius Merger Arbitrage UCITS Fund ("UCITS Fund") (collectively the "Consolidated Funds"). The Company determines whether it has a controlling financial interest in an entity by first evaluating whether the entity is a voting operating entity ("VOE") or a variable interest entity ("VIE") under US GAAP. Voting Operating Entities — VOEs are entities in which (i) the total equity investment at risk is sufficient to enable the entity to finance its activities independently and (ii) the equity holders at risk have the obligation to absorb losses, the right to receive residual returns and the right to direct the activities of the entity that most significantly impact the entity's economic performance. Under US GAAP, the usual condition for a controlling financial interest in a VOE is ownership of a majority voting interest. Accordingly, the Company consolidates all VOEs in which it owns a majority of the entity's voting shares or units. Variable Interest Entities— VIEs are entities that lack one or more of the characteristics of a VOE. In accordance with US GAAP, an enterprise must consolidate all VIEs of which it is the primary beneficiary. Under the US GAAP consolidation model for VIEs, an enterprise that (1) has the power to direct the activities of a VIE that most significantly impacts the VIE's economic performance, and (2) has an obligation to absorb losses or the right to receive benefits from the VIE that could potentially be significant to the VIE, is considered to be the primary beneficiary of the VIE and thus is required to consolidate it. The Company reconsiders whether it is the primary beneficiary of a VIE by performing a periodic qualitative and/or quantitative analysis of the VIE that includes a review of, among other things, its capital structure, contractual agreements between the Company and the VIE, the economic interests that create or absorb variability, related party relationships and the design of the VIE. As of March 31, 2017 and December 31, 2016 , the total net assets of the consolidated VIEs were $468.7 million and $461.6 million , respectively. The VIEs act as investment managers and/or investment companies that may be managed by the Company or the Company may have equity interest in those investment companies. The VIEs are financed through their operations and/or loan agreements with the Company. As of March 31, 2017 the Company holds variable interests in Ramius Enterprise Master Fund Ltd (“Enterprise Master”), Ramius Merger Master Fund Ltd ("Merger Master") and Caerus Select Master Fund Ltd ("Caerus Master") (between May 1, 2016 through March 1, 2017 when the fund was liquidated) (collectively the “Unconsolidated Master Funds”) through the Consolidated Funds. Investment companies, which account for their investments under the specialized industry accounting guidance for investment companies prescribed under US GAAP, are not subject to the consolidation provisions for their investments. Therefore, the Company has not consolidated the Unconsolidated Master Funds. In the ordinary course of business, the Company also sponsors various other entities that it has determined to be VIEs. These VIEs are primarily funds and real estate entities for which the Company serves as the general partner, managing member and/or investment manager with decision-making rights. The Company does not consolidate the Unconsolidated Master Funds or real estate entities that are VIEs as it has concluded that it is not the primary beneficiary in each instance. Fund investors are entitled to all of their economics of these VIEs with the exception of the management fee and incentive income, if any, earned by the Company. The Company's involvement with funds and real estate entities that are unconsolidated VIEs is limited to providing investment management services in exchange for management fees and incentive income. Although the Company may advance amounts and pay certain expenses on behalf of the funds and real estate entities that it considers to be VIEs, it does not provide, nor is it required to provide, any type of substantive financial support to these entities outside of regular investment management services (see Note 4 for additional disclosures on VIEs). Equity Method Investments — For operating entities over which the Company exercises significant influence but which do not meet the requirements for consolidation as outlined above, the Company uses the equity method of accounting. The Company's investments in equity method investees are recorded in other investments in the accompanying condensed consolidated statements of financial condition. The Company's share of earnings or losses from equity method investees is included in net gains (losses) on securities, derivatives and other investments in the accompanying condensed consolidated statements of operations. The Company evaluates its equity method investments for impairment whenever events or changes in circumstances indicate that the carrying amounts of such investments may not be recoverable. The difference between the carrying value of the equity method investment and its estimated fair value is recognized as an impairment charge when the loss in value is deemed other than temporary. Other — If the Company does not consolidate an entity, apply the equity method of accounting or account for an investment under the cost method, the Company accounts for such entities (primarily, all securities of such entity which are bought and held principally for the purpose of selling them in the near term as trading securities) in accordance with US GAAP, at fair value with unrealized gains (losses) resulting from changes in fair value reflected within net gains (losses) on securities, derivatives and other investments in the accompanying condensed consolidated statements of operations. Retention of Specialized Accounting — The Consolidated Funds and certain other consolidated companies are investment companies and apply specialized industry accounting for investment companies. The Company has retained this specialized accounting for these funds pursuant to US GAAP. The Company reports its investments on the condensed consolidated statements of financial condition at their estimated fair value, with unrealized gains (losses) resulting from changes in fair value reflected within net realized and unrealized gains (losses) on investments and other transactions. Accordingly, the accompanying condensed consolidated financial statements reflect different accounting policies for investments depending on whether or not they are held through a consolidated investment company. In addition, the Company's broker-dealer subsidiaries , Cowen and Company, LLC ("Cowen and Company"), ATM Execution LLC ("ATM Execution"), Cowen International Limited ("CIL"), Ramius UK Ltd. ("Ramius UK") and Cowen Prime Services LLC ("Cowen Prime") apply the specialized industry accounting for brokers and dealers in securities also prescribed under US GAAP. The Company also retains specialized accounting upon consolidation. c. Use of estimates The preparation of the accompanying condensed consolidated financial statements in conformity with US GAAP requires the management of the Company to make estimates and assumptions that affect the fair value of securities and other investments, the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the accompanying condensed consolidated financial statements, the accounting for goodwill and identifiable intangible assets and the reported amounts of revenues and expenses during the reporting period. Actual results could materially differ from those estimates. d. Valuation of investments and derivative contracts US GAAP establishes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (level 1 measurements) and the lowest priority to unobservable inputs (level 3 measurements). The three levels of the fair value hierarchy are as follows: Level 1 Inputs that reflect unadjusted quoted prices in active markets for identical assets or liabilities that the Company has the ability to access at the measurement date; Level 2 Inputs other than quoted prices that are observable for the asset or liability either directly or indirectly, including inputs in markets that are not considered to be active; and Level 3 Fair value is determined based on pricing inputs that are unobservable and includes situations where there is little, if any, market activity for the asset or liability. The determination of fair value for assets and liabilities in this category requires significant management judgment or estimation. Inputs are used in applying the various valuation techniques and broadly refer to the assumptions that market participants use to make valuation decisions, including assumptions about risk. Inputs may include price information, volatility statistics, specific and broad credit data, liquidity statistics, and other factors. A financial instrument's level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. However, the determination of what constitutes “observable” requires significant judgment by the Company. The Company considers observable data to be that market data which is readily available, regularly distributed or updated, reliable and verifiable, not proprietary, and provided by independent sources that are actively involved in the relevant market. The categorization of a financial instrument within the hierarchy is based upon the pricing transparency of the instrument and does not necessarily correspond to the Company's perceived risk of that instrument. The Company and its operating subsidiaries act as the manager for the Consolidated Funds. Both the Company and the Consolidated Funds hold certain investments which are valued by the Company, acting as the investment manager. The fair value of these investments is generally estimated based on proprietary models developed by the Company, which include discounted cash flow analysis, public market comparables, and other techniques and may be based, at least in part, on independently sourced market information. The material estimates and assumptions used in these models include the timing and expected amount of cash flows, the appropriateness of discount rates used, and, in some cases, the ability to execute, timing of, and estimated proceeds from expected financings. Significant judgment and estimation goes into the selection of an appropriate valuation methodology as well as the assumptions used in these models, and the timing and actual values realized with respect to investments could be materially different from values derived based on the use of those estimates. The valuation methodologies applied impact the reported value of the Company's investments and the investments held by the Consolidated Funds in the condensed consolidated financial statements. Certain of the Company's investments are relatively illiquid or thinly traded and may not be immediately liquidated on demand if needed. Fair values assigned to these investments may differ significantly from the fair values that would have been used had a ready market for the investments existed and such differences could be material . The Company primarily uses the “market approach” to value its financial instruments measured at fair value. In determining an instrument's level within the hierarchy, the Company categorizes the Company's financial instruments into three categories: securities, derivative contracts and other investments. To the extent applicable, each of these categories can further be divided between those held long or sold short. The Company has the option to measure certain financial assets and financial liabilities at fair value with changes in fair value recognized in earnings each period. The election is made on an instrument by instrument basis at initial recognition of an asset or liability or upon an event that gives rise to a new basis of accounting for that instrument. The Company has elected the fair value option for certain of its investments held by its operating companies. This option has been elected because the Company believes that it is consistent with the manner in which the business is managed as well as the way that financial instruments in other parts of the business are recorded. Securities — Securities with values based on quoted market prices in active markets for identical assets are classified within level 1 of the fair value hierarchy. These securities include active listed equities, certain U.S. government and sovereign obligations, ETF's, mutual funds and certain money market securities. The Company does not adjust the quoted price for such instruments, even in situations where the Company holds a large position and a sale could reasonably impact the quoted price. Certain positions for which trading activity may not be readily visible, consisting primarily of convertible debt, corporate debt and loans and restricted equities, are stated at fair value and classified within level 2 of the fair value hierarchy. The estimated fair values assigned by management are determined in good faith and are based on available information considering, trading activity, broker quotes, quotations provided by published pricing services, counterparties and other market participants, and pricing models using quoted inputs, and do not necessarily represent the amounts which might ultimately be realized. As level 2 investments include positions that are not always traded in active markets and/or are subject to transfer restrictions, valuations may be adjusted to reflect illiquidity and/or non-transferability. Derivative contracts — Derivative contracts can be exchange-traded or privately negotiated over-the-counter (“OTC”). Exchange-traded derivatives, such as futures contracts and exchange-traded option contracts, are typically classified within level 1 or level 2 of the fair value hierarchy depending on whether or not they are deemed to be actively traded. OTC derivatives, such as generic forwards, swaps and options, have inputs which can generally be corroborated by market data and are therefore classified within level 2. OTC derivatives, such as swaps and options where market data is not readily available or observable are classified as level 3. Other investments — Other investments consist primarily of portfolio funds, real estate investments and equity method investments, which are valued as follows : i. Portfolio funds— Portfolio funds (“Portfolio Funds”) include interests in funds and investment companies which may be managed by the Company or its affiliates. The Company follows US GAAP regarding fair value measurements and disclosures relating to investments in certain entities that calculate net asset value (“NAV”) per share (or its equivalent). The guidance permits, as a practical expedient, an entity holding investments in certain entities that either are investment companies as defined by the AICPA Audit and Accounting Guide, Investment Companies, or have attributes similar to an investment company, and calculate net asset value per share or its equivalent for which the fair value is not readily determinable, to measure the fair value of such investments on the basis of that NAV per share, or its equivalent, without adjustment. In accordance with US GAAP, investments which are valued using NAV per share as a practical expedient are not categorized within the fair value hierarchy. ii. Real estate investments— Real estate debt and equity investments are valued at fair value. The fair value of real estate investments are estimated based on the price that would be received to sell an asset in an orderly transaction between marketplace participants at the measurement date. Real estate investments without a public market are valued based on assumptions and valuation techniques used by the Company. Such valuation techniques may include discounted cash flow analysis, prevailing market capitalization rates or earnings multiples applied to earnings from the investment, analysis of recent comparable sales transactions, actual sale negotiations and bona fide purchase offers received from third parties, consideration of the amount that currently would be required to replace the asset, as adjusted for obsolescence, as well as independent external appraisals. In general, the Company considers several valuation techniques when measuring the fair value of a real estate investment. However, in certain circumstances, a single valuation technique may be appropriate. Real estate investments are reviewed on a quarterly basis by the Company for significant changes at the property level or a significant change in the overall market which would impact the value of the real estate investment resulting in unrealized appreciation or depreciation. Real estate and capital markets are cyclical in nature. Property and investment values are affected by, among other things, the availability of capital, occupancy rates, rental rates and interest and inflation rates. In addition, the Company invests in real estate and real estate related investments for which no liquid market exists. The market prices for such investments may be volatile and may not be readily ascertainable. Amounts ultimately realized by the Company from investments sold may differ from the fair values presented, and the differences could be material. The Company's real estate investments are typically categorized as level 3 investments within the fair value hierarchy as management uses significant unobservable inputs in determining their estimated fair value. See Notes 4 and 5 for further information regarding the Company's investments, including equity method investments, and fair value measurements. e. Fixed Assets Fixed assets are stated at cost less accumulated depreciation or amortization. Leasehold improvements are amortized on a straight-line basis over the lesser of their useful life or lease term. When the Company commits to a plan to abandon fixed assets or leasehold improvements before the end of its original useful life, the estimated depreciation or amortization period is revised to reflect the shortened useful life of the asset. Other fixed assets are depreciated on a straight-line basis over their estimated useful lives. Aircraft and related equipment, which are leased out under operating leases, are carried at cost less accumulated depreciation and are depreciated to estimated residual value using the straight-line method over the lease term or estimated useful life of the asset. Any assets received at the end of the lease are marked to the lower of cost or fair value with the adjustment recorded in other income. Asset Depreciable Lives Principal Method Telephone and computer equipment 3-8 years Straight-line Computer software 3-7 years Straight-line Furniture and fixtures 5-8 years Straight-line Leasehold improvements 5-15 years Straight-line Capitalized lease asset 5 years Straight-line Aircraft and related equipment 10-20 years Straight-line Modifications to aircraft 4-10 years Straight-line f. Debt Long-term debt is carried at the principal amount borrowed net of any discount/premium. The discount is accreted to interest expense using the effective interest method over the remaining life of the underlying debt obligations. Accrued but unpaid coupon interest is included in accrued expenses and other liabilities in the accompanying condensed consolidated statements of financial condition. The Company adopted a new accounting pronouncement, during the first quarter of 2016, which reclassified the unamortized debt issuance costs in the Company's previously reported condensed consolidated statements of financial condition from other assets to a direct reduction from the carrying amount of the debt. g. Deferred rent Deferred rent primarily consists of step rent, allowances from landlords and valuing the Company's lease properties in accordance with US GAAP. Step rent represents the difference between actual operating lease payments due and straight-line rent expense, which is recorded by the Company over the term of the lease, including the build-out period. This amount is recorded as deferred rent in the early years of the lease, when cash payments are generally lower than straight-line rent expense, and reduced in the later years of the lease when payments begin to exceed the straight-line expense. Landlord allowances are generally comprised of amounts received and/or promised to the Company by landlords and may be received in the form of cash or free rent. These allowances are part of the negotiated terms of the lease. The Company records a receivable from the landlord and a deferred rent liability when the allowances are earned. This deferred rent is amortized into income (through lower rent expense) over the term (including the pre-opening build-out period) of the applicable lease, and the receivable is reduced as amounts are received from the landlord. Liabilities resulting from valuing the Company's leased properties acquired through business combinations are quantified by comparing the current fair value of the leased space to the current rental payments on the date of acquisition. Deferred rent, included in accounts payable, accrued expenses and other liabilities in the accompanying condensed consolidated statements of financial condition, as of March 31, 2017 and December 31, 2016 is $10.0 million and $10.3 million , respectively. h. Recently issued accounting pronouncements In March 2017, the FASB issued guidance to amend the amortization period for certain purchased callable debt securities held at a premium. Under current guidance, entities generally amortize the premium as an adjustment of yield over the contractual life of the instrument. The new guidance shortened the amortization period for the premium to the earliest call date. The amendments do not require an accounting change for securities held at a discount; the discount continues to be amortized to maturity. The amendments in this guidance are effective for public business entities for fiscal years beginning after December 15, 2018 and interim periods within those fiscal years. The Company is currently evaluating the impact of this guidance on the Company’s condensed consolidated financial statements and does not expect this guidance to have a material impact on its condensed statement of financial condition or its condensed statement of operations as the Company does not hold any material callable debt securities. In January 2017, the FASB issued guidance that simplifies the subsequent measurement of goodwill. The new guidance eliminated Step 2 from the goodwill impairment test which was required in computing the implied fair value of goodwill. Instead, under the new amendments, an entity should perform its annual or interim goodwill impairment test by comparing the fair value of a reporting unit with its carrying amount. An entity should recognize an impairment charge for the amount by which the carrying amount exceeds the reporting unit’s fair value, however, the loss recognized should not exceed the total amount of goodwill allocated to that reporting unit. If applicable, an entity should consider income tax effects from any tax deductible goodwill on the carrying amount of the reporting unit when measuring the goodwill impairment loss. The amendments in this guidance are effective for public business entities for annual and interim goodwill impairment tests performed in fiscal years beginning after December 15, 2019 with early adoption permitted after January 1, 2017. The Company is currently evaluating the impact of this guidance on the Company’s condensed consolidated financial statements. The Company expects this guidance to simplify its goodwill impairment analysis. In January 2017, the FASB issued guidance which clarifies the definition of a business with the objective of adding guidance to assist entities with evaluating whether transactions should be accounted for as acquisitions (or disposals) of assets or businesses. Under the current guidance, there are three elements of a business-inputs, processes, and outputs. While an integrated set of assets and activities (collectively, a “set”) that is a business usually has outputs, outputs are not required to be present. In addition, all the inputs and processes that a seller uses in operating a set are not required if market participants can acquire the set and continue to produce outputs, for example, by integrating the acquired set with their own inputs and processes. The new guidance provides a screen to determine when a set is not a business. The screen requires that when substantially all of the fair value of the gross assets acquired (or disposed of) is concentrated in a single identifiable asset or a group of similar identifiable assets, the set is not a business. For public business entities, the guidance is effective prospectively for fiscal years beginning after December 15, 2017 and interim periods within those fiscal years. The Company is currently evaluating the impact of this guidance on the Company’s condensed consolidated financial statements and may use the new definition for its future business combination activities. In November 2016, the FASB issued guidance which reduces the diversity in practice as to how changes in restricted cash are presented and classified in the statement of cash flows. The guidance requires that a statement of cash flows explain the change during the period in the total of cash, cash equivalents, and amounts generally described as restricted cash or restricted cash equivalents. Therefore, amounts generally described as restricted cash and restricted cash equivalents should be included with cash and cash equivalents when reconciling the beginning-of-period and end-of-period total amounts shown on the statement of cash flows. The guidance does not provide a definition of restricted cash or restricted cash equivalents. For public business entities, the guidance is effective prospectively for fiscal years beginning after December 15, 2017 and interim periods within those fiscal years. The Company currently presents its restricted cash and changes in its restricted cash, separately on its condensed consolidated statement of financial condition and condensed consolidated statements of cash flows respectively. The Company is currently evaluating the impact of this guidance on the Company’s condensed consolidated financial statements. Since the guidance only affects the presentation of restricted cash on the statement of cash flows, the Company does not expect this guidance to have any impact on its consolidated financial statements. In August 2016, the FASB issued guidance which reduces the diversity in practice as to how certain cash receipts and cash payments are presented and classified in the statement of cash flows. This guidance addresses eight specific cash flow issues with the objective of reducing the existing and potential future diversity in practice. The amendments in this guidance are effective for public business entities for fiscal years beginning after December 15, 2017 and interim periods within those fiscal years. The Company is currently evaluating the impact of this guidance on the Company’s cash flows presentation. Since the guidance only affects the presentation of statement of cash flows, the Company does not expect this guidance to have any impact on consolidated financial statements. The Company notes that its current presentation is already in line with most of the specific cash flow issues identified in the guidance. In May 2014, the FASB issued guidance which amends and supersedes the revenue recognition requirements and most industry-specific guidance and creates a single source of revenue guidance. The new guidance outlines the principles an entity must apply to measure and recognize revenue and related cash flows. The guidance also provides a model for the measurement and recognition of gains and losses on the sale of certain non-financial assets. The guidance is effective for reporting periods beginning after December 15, 2017. In July 2015, the FASB confirmed a deferral of the effective date by one year, with early adoption on the original effective date permitted. In 2016, the FASB issued various new guidance to clarify the implementation guidance on principal versus agent considerations, revenue from contracts with customers and identifying performance obligations and licensing implementation. The Company is currently evaluating the impact of this guidance on the Company’s financial condition, results of operations and cash flows. In February 2016, the FASB issued guidance which amends and supersedes its previous guidance regarding leases. The new guidance requires the lessee to recognize the right to use assets and lease liabilities that arise from leases and present them in its statement of financial condition. The recognition of these lease assets and lease liabilities represents a change from previous GAAP, which did not require lease assets and lease liabilities to be recognized for most leases. The recognition, measurement, and presentation of expenses and cash flows arising from a lease by a lessee have not significantly changed from previous GAAP. There continues to be a differentiation between finance leases and operating leases. However, the principal difference from previous guidance is that the lease |
Cash Collateral Pledged
Cash Collateral Pledged | 3 Months Ended |
Mar. 31, 2017 | |
Cash and Cash Equivalents [Abstract] | |
Cash Collateral Pledged | Cash Collateral Pledged As of March 31, 2017 and December 31, 2016 , the Company pledged cash collateral in the amount of $9.2 million and $7.8 million , respectively, which relates to letters of credit issued to the landlords of the Company's premises in New York City, Boston, Stamford and San Francisco. The Company also has a letter of credit, in the amount of $5.5 million , due March 2018, for which cash is pledged as collateral under a reinsurance agreement. (See Note 13 ). |
Investments of Operating Entiti
Investments of Operating Entities and Consolidated Funds | 3 Months Ended |
Mar. 31, 2017 | |
Investments, Debt and Equity Securities [Abstract] | |
Investments of Operating Entities and Consolidated Funds | Investments of Operating Entities and Consolidated Funds a. Operating Entities Securities owned, at fair value Securities owned, at fair value are held by the Company and are considered held for trading. Substantially all equity securities are pledged to the clearing brokers under terms which permit the clearing broker to sell or re-pledge the securities to others subject to certain limitations. As of March 31, 2017 and December 31, 2016 , securities owned, at fair value consisted of the following: As of March 31, 2017 As of December 31, 2016 (dollars in thousands) Common stocks (b) $ 621,073 $ 669,655 Preferred stock (b) 16,516 15,811 Warrants and rights 11,053 8,335 U.S. Government securities (a) 3,790 3,780 Corporate bonds (d) 2,990 2,477 Convertible bonds (c) 250 250 Trade claims 703 562 Mutual funds (b) 6 6 $ 656,381 $ 700,876 (a) As of March 31, 2017 , maturities ranged from June 2017 to February 2018 with an interest rate of 0% . As of December 31, 2016 , maturities ranged from February 2017 to December 2017 with an interest rate of 0% . (b) The Company has elected the fair value option for investments in securities of preferred and common stocks and mutual funds with a fair value of $6.1 million , $4.9 million and $0.1 million , respectively, at March 31, 2017 and $7.0 million , $5.2 million and $0.1 million , respectively, at December 31, 2016 . (c) As of March 31, 2017 , the maturity was March 2018 with an interest rate of 8% . As of December 31, 2016 , the maturity was March 2018 with an interest rate of 8% . (d) As of March 31, 2017 , maturities ranged from March 2021 to January 2036 and interest rates ranged from 5.50% to 13.00% . As of December 31, 2016 , maturities ranged from January 2017 to January 2036 and interest rates ranged from 6.25% to 13.00% . Receivable on and Payable for derivative contracts, at fair value The Company's direct involvement with derivative financial instruments includes total return swaps, futures, currency forwards, equity swaps, credit default swaps and options. The Company's derivatives trading activities exposes the Company to certain risks, such as price and interest rate fluctuations, volatility risk, credit risk, counterparty risk, foreign currency movements and changes in the liquidity of markets. Upon issuance of the Company's cash convertible unsecured senior notes ("Convertible Notes") (See Note 13 ), the Company recognized the embedded cash conversion option at fair value of $35.7 million which is valued as of March 31, 2017 at $7.0 million and is included in payable for derivative contracts in the accompanying condensed consolidated statement of financial condition. Also, on the date of issuance of the Convertible Notes, the Company entered into a separate cash convertible note economic hedge transaction (the "Hedge Transaction") with a counterparty (the “Option Counterparty”) whereby, the Company purchased a cash settled option contract with terms identical to the conversion option embedded in the Convertible Notes and simultaneously sold an equity settled warrant with a higher strike price. The Hedge Transaction is expected to reduce the Company’s exposure to potential cash payments in excess of the principal amount of converted notes that the Company may be required to make upon conversion of the Convertible Notes. The Company paid a premium of $35.7 million for the option under the Hedge Transaction and received a premium of $15.2 million for the equity settled warrant transaction, for a net cost of $20.5 million . The Hedge Transaction is valued at $7.0 million as of March 31, 2017 and is included in receivable on derivative contracts in the accompanying condensed consolidated statement of financial condition. Aside from the initial premium paid, the Company will not be required to make any cash payments under the Hedge Transaction and could be entitled to receive an amount of cash from the Option Counterparty generally equal to the amount by which the market price per share of common stock exceeds the strike price of the Hedge Transaction during the relevant valuation period. The warrants cover 7,012,196 shares of the Company's Class A common stock and have an initial exercise price of $28.72 per share ( share and per share amounts have been retroactively updated to reflect the one-for-four reverse stock split effective as of December 5, 2016 ). The warrants expire over a period of 80 trading days beginning on November 14, 2018. The warrant transaction could have a dilutive effect to the extent that the market value per share of the Company’s Class A common stock exceeds the applicable strike price of the warrants. The Company's long and short exposure to derivatives is as follows: Receivable on derivative contracts As of March 31, 2017 As of December 31, 2016 Number of contracts / Notional Value Fair value Number of contracts / Notional Value Fair value (dollars in thousands) Futures $ 10,771 $ 32 $ 12,421 $ 104 Currency forwards $ 70,345 243 $ 80,608 592 Swaps $ 150,451 2,283 $ 46,462 468 Options other (a) 258,783 15,412 256,097 21,539 Foreign currency options $ 44,201 167 $ 57,051 198 $ 18,137 $ 22,901 (a) Includes index, equity, commodity future and cash conversion options. Payable for derivative contracts As of March 31, 2017 As of December 31, 2016 Number of contracts / Notional Value Fair value Number of contracts / Notional Value Fair value (dollars in thousands) Futures $ 27,783 $ 72 $ 38,345 $ 642 Currency forwards $ 2,134 134 $ — — Swaps $ 56,613 3,075 $ 9,533 181 Options other (a) 37,897 10,862 23,726 19,939 $ 14,143 $ 20,762 (a) Includes index, equity, commodity future and cash conversion options. The following tables present the gross and net derivative positions and the related offsetting amount, as of March 31, 2017 and December 31, 2016 . This table does not include the impact of over collateralization. Gross amounts not offset in the Condensed Consolidated Statement of Financial Condition Gross amounts recognized Gross amounts offset on the Condensed Consolidated Statements of Financial Condition (a) Net amounts included on the Condensed Consolidated Statements of Financial Condition Financial instruments Cash Collateral pledged (b) Net amounts (dollars in thousands) As of March 31, 2017 Receivable on derivative contracts, at fair value $ 18,137 $ — $ 18,137 $ — $ 2,693 $ 15,444 Payable for derivative contracts, at fair value 14,143 — 14,143 — 3,209 10,934 As of December 31, 2016 Receivable on derivative contracts, at fair value 22,901 — 22,901 — 1,382 21,519 Payable for derivative contracts, at fair value 20,762 — 20,762 — 181 20,581 (a) Includes financial instruments subject to enforceable master netting provisions that are permitted to be offset to the extent an event of default has occurred. (b) Includes the amount of collateral held or posted. The realized and unrealized gains/(losses) related to derivatives trading activities were $(8.6) million and $2.4 million for the three months ended March 31, 2017 and 2016 , respectively, and are included in other income in the accompanying condensed consolidated statements of operations. Pursuant to the various derivatives transactions discussed above, except for the cash convertible note hedge (see Note 13 ) and exchange traded derivatives, the Company is required to post/receive collateral. As of March 31, 2017 and December 31, 2016 , collateral consisting of $36.6 million and $17.1 million of cash, respectively, is included in receivable from brokers and payable to brokers on the accompanying condensed consolidated statements of financial condition. As of March 31, 2017 and December 31, 2016 all derivative contracts were with multiple major financial institutions. Other investments As of March 31, 2017 and December 31, 2016 , other investments included the following: As of March 31, 2017 As of December 31, 2016 (dollars in thousands) Portfolio Funds, at fair value (1) $ 112,425 $ 120,023 Equity method investments (2) 38,091 36,991 Lehman claims, at fair value 297 265 $ 150,813 $ 157,279 (1) Portfolio Funds, at fair value The Portfolio Funds, at fair value as of March 31, 2017 and December 31, 2016 , included the following: As of March 31, 2017 As of December 31, 2016 (dollars in thousands) Starboard Value and Opportunity Fund LP (c)(*) $ 29,246 $ 27,424 Formation8 Partners Fund I, L.P. (f) 21,143 22,234 RCG Longview Debt Fund V, L.P. (i) (*) 15,798 16,187 Green Energy Metals Fund, LP (h) 14,044 6,241 HealthCare Royalty Partners LP (a)(*) 6,990 7,147 RCG LPP2 PNW5 Co-Invest, L.P. (j) (*) 3,104 3,152 HealthCare Royalty Partners II LP (a)(*) 2,162 2,091 Eclipse Ventures Fund I, L.P. (g) 2,157 1,790 Lagunita Biosciences, LLC (n) 1,690 1,698 Starboard Leaders Fund LP (e)(*) 1,181 1,231 Quadratic Fund LLC (k) (*) 965 6,729 RCGL 12E13th LLC (i) (*) 348 348 Starboard Partners Fund LP (d)(*) — 5,067 Orchard Square Partners Credit Fund LP (b) — 4,327 Other private investment (l) (*) 8,927 8,548 Other affiliated funds (m)(*) 4,670 5,809 $ 112,425 $ 120,023 * These portfolio funds are affiliates of the Company. The Company has no unfunded commitments regarding the portfolio funds held by the Company except as noted in Note 12 . (a) HealthCare Royalty Partners, L.P. and HealthCare Royalty Partners II, L.P. are private equity funds and therefore distributions will be made when cash flows are received from the underlying investments, typically on a quarterly basis. (b) Orchard Square Partners Credit Fund LP has a quarterly redemption policy with a 60 day notice period and a 4% penalty on redemptions of investments of less than a year in duration. (c) Starboard Value and Opportunity Fund LP permits quarterly withdrawals upon 90 days' notice. (d) Starboard Partners Fund LP permits redemptions on a semi-annual basis on 180 days' prior written notice subsequent to an initial two year lock up. (e) Starboard Leaders Fund LP does not permit withdrawals, but instead allows terminations with respect to capital commitments upon 30 days' prior written notice at any time following the first anniversary of an investors' initial capital contribution. (f) Formation8 Partners Fund I, L.P. is a private equity fund which invests in early stage and growth transformational information and energy technology companies. Distributions will be made when the underlying investments are liquidated. (g) Eclipse Ventures Fund I, L.P. is a private equity fund which invests in early stage and growth hardware companies. Distributions will be made when the underlying investments are liquidated. (h) The Green Energy Metals Fund, LP invests the vast majority of its capital in physical off-exchange traded minor metals that are crucial to the production and sustainability of clean energy, emerging technology and energy efficiency. The Company is invested in a managed account specifically targeting cobalt. The Green Energy Metals Fund, LP is a private equity structure and therefore distributions will be made when the underlying investments are liquidated. (i) RCGL 12E13th LLC and RCG Longview Debt Fund V, L.P. are real estate private equity structures and therefore distributions will be made when the underlying investments are liquidated. (j) RCG LPP2 PNW5 Co-Invest, L.P. is a single purpose entity formed to participate in a joint venture which acquired five multi-unit residential rental properties located in the Pacific Northwest. RCG LPP2 PNW5 Co-Invest, L.P. is a private equity structure and therefore distributions will be made when the underlying investments are liquidated. (k) Quadratic Fund LLC permits redemptions on a 30 day prior written notice. (l) Other private investment represents the Company's closed end investment in a portfolio fund that invests in a wireless broadband communication provider in Italy. (m) The majority of these funds are affiliates of the Company or are managed by the Company and the investors can redeem from these funds as investments are liquidated. (n) Lagunita Biosciences, LLC, a healthcare investment company that creates and grows early stage companies to commercialize impactful translational science that addresses significant clinical needs, is a private equity structure and therefore distributions will be made when the underlying investments are liquidated. (2) Equity method investments Equity method investments include investments held by the Company in several operating companies whose operations primarily include the day to day management of a number of real estate funds, including the portfolio management and administrative services related to the acquisition, disposition, and active monitoring of the real estate funds' underlying debt and equity investments. The Company's ownership interests in these equity method investments range from 20% to 57% . The Company holds a majority of the outstanding ownership interest (i.e., more than 50%) in RCG Longview Partners II, LLC and in Surf House Ocean Views Holdings, LLC. The operating agreement that governs the management of day-to-day operations and affairs of these entities stipulates that certain decisions require support and approval from other members in addition to the support and approval of the Company. As a result, all operating decisions made in these entities requires the support of both the Company and an affirmative vote of a majority of the other managing members who are not affiliates of the Company. As the Company does not possess control over any of these entities, the presumption of consolidation has been overcome pursuant to current accounting standards and the Company accounts for these investments under the equity method of accounting. Also included in equity method investments are the investments in (a) HealthCare Royalty Partners General Partners and (b) Starboard Value (and certain related parties) which serves as an operating company whose operations primarily include the day to day management (including portfolio management) of several activist hedge funds and related managed accounts and c) Surf House Ocean Views Holdings, LLC which is a joint venture in a real estate development project. The Company recorded no impairment charges in relation to its equity method investments for the three months ended March 31, 2017 and 2016 . The following table summarizes equity method investments held by the Company: As of March 31, 2017 As of December 31, 2016 (dollars in thousands) Surf House Ocean Views Holdings, LLC $ 13,696 $ 13,522 Starboard Value LP 12,817 12,501 RCG Longview Debt Fund V Partners, LLC 7,804 7,256 RCG Longview Management, LLC 758 656 HealthCare Royalty GP, LLC 570 583 HealthCare Royalty GP II, LLC 366 354 RCG Longview Debt Fund IV Management, LLC 331 331 HealthCare Royalty GP III, LLC 149 208 RCG Kennedy House, LLC 136 183 RCG Longview Equity Management, LLC 114 114 HealthCare Overflow Fund GP, LLC 75 68 Other 1,275 1,215 $ 38,091 $ 36,991 For the period ended March 31, 2017 , none of the equity method investments held by the Company met the significance criteria as defined under SEC guidance. As of March 31, 2017 and December 31, 2016 , the Company's share of losses in its equity method investment in RCG Longview Partners II, LLC has exceeded the carrying amount recorded in this investee. These amounts are included in accounts payable, accrued expenses and other liabilities in the accompanying condensed consolidated statements of financial condition. RCG Longview Partners II, LLC, as general partner to a real estate fund, has reversed previously recorded incentive income allocations and has recorded a current clawback obligation to the limited partners in the fund. This obligation is due to a change in unrealized value of the fund on which there have previously been distributed carried interest realizations; however, the settlement of a potential obligation is not due until the end of the life of the respective fund. As the Company is obligated to return previous distributions it received from RCG Longview Partners II, LLC, it has continued to record its share of gains/losses in the investee including reflecting its share of the clawback obligation in the amount of $6.2 million . The Company's income (loss) from equity method investments was $3.1 million and $4.6 million , for the three months ended March 31, 2017 and 2016 , respectively, and is included in net gains (losses) on securities, derivatives and other investments on the accompanying condensed consolidated statements of operations. Securities sold, not yet purchased, at fair value Securities sold, not yet purchased, at fair value represent obligations of the Company to deliver a specified security at a contracted price and, thereby, create a liability to purchase that security at prevailing prices. The Company's liability for securities to be delivered is measured at their fair value as of the date of the condensed consolidated financial statements. However, these transactions result in off-balance sheet risk, as the Company's ultimate cost to satisfy the delivery of securities sold, not yet purchased, at fair value may exceed the amount reflected in the accompanying condensed consolidated statements of financial condition. Substantially all equity securities and options are pledged to the clearing broker under terms which permit the clearing broker to sell or re-pledge the securities to others subject to certain limitations. As of March 31, 2017 and December 31, 2016 , securities sold, not yet purchased, at fair value consisted of the following: As of March 31, 2017 As of December 31, 2016 (dollars in thousands) Common stocks $ 329,477 $ 263,460 Corporate bonds (a) 6,193 2,591 Warrants and rights 6 39 $ 335,676 $ 266,090 (a) As of March 31, 2017 , the maturities ranged from August 2020 to October 2042 with interest rates ranged from 3.63% to 8.88% . As of December 31, 2016 , the maturities ranged from April 2021 to January 2036 with interest rates ranged from 5.50% to 6.25% . Variable Interest Entities The total assets and liabilities of the variable interest entities for which the Company has concluded that it holds a variable interest, but for which it is not the primary beneficiary, are $5.1 billion and $0.9 billion as of March 31, 2017 and $5.3 billion and $1.0 billion as of December 31, 2016 , respectively. In addition, the maximum exposure relating to these variable interest entities as of March 31, 2017 was $488.1 million , and as of December 31, 2016 was $508.1 million , all of which is included in other investments, at fair value in the accompanying condensed consolidated statements of financial condition. The exposure to loss primarily relates to the Consolidated Feeder Funds' investment in their Unconsolidated Master Funds and the Company's investment in unconsolidated investment companies. b. Consolidated Funds Securities owned, at fair value As of March 31, 2017 and December 31, 2016 , securities owned, at fair value, held by the Consolidated Funds consisted of the following: As of March 31, 2017 As of December 31, 2016 (dollars in thousands) Preferred stock $ 40,716 $ 37,343 Common stocks 40,557 28,474 U.S. Government securities (a) 3,495 6,994 Corporate bonds (b) 3,781 4,214 Term Loan 3,208 2,209 Warrants and rights 2 3 $ 91,759 $ 79,237 (a) As of March 31, 2017 , the maturity was June 2017 with an interest rate of 0% . As of December 31, 2016 , the maturity was March 2017 with an interest rate of 0% . (b) As of March 31, 2017 , maturities ranged from October 2017 to June 2038 and interest rates ranged from 0% to 14.37% . As of December 31, 2016 , maturities ranged from October 2017 to June 2038 and interest rates ranged from 0% and 14.37% . Securities sold, not yet purchased, at fair value As of March 31, 2017 , there were no securities sold, not yet purchased, at fair value. As of December 31, 2016 , securities sold, not yet purchased, at fair value, held by the Consolidated Funds consisted of the following: As of December 31, 2016 (dollars in thousands) Corporate bonds (a) $ 672 Common stocks 211 $ 883 (a) As of December 31, 2016 , maturities ranged from September 2019 to September 2023 and interest rates ranged from 4.38% to 9.25% . Receivable on derivative contracts As of March 31, 2017 and December 31, 2016 , receivable on derivative contracts, at fair value, held by the Consolidated Funds are comprised of: As of March 31, 2017 As of December 31, 2016 (dollars in thousands) Currency forwards $ 18 $ 18 Equity swaps 812 731 Options 79 144 $ 909 $ 893 Payable for derivative contracts As of March 31, 2017 and December 31, 2016 , payable for derivative contracts, at fair value, held by the Consolidated Funds are comprised of: As of March 31, 2017 As of December 31, 2016 (dollars in thousands) Currency forwards $ 27 $ 10 Equity swaps 804 495 Options 45 67 $ 876 $ 572 Other investments, at fair value Investments in Portfolio Funds, at fair value As of March 31, 2017 and December 31, 2016 , investments in Portfolio Funds, at fair value, included the following: As of March 31, 2017 As of December 31, 2016 (dollars in thousands) Investments of Enterprise LP $ 107,454 $ 114,159 Investments of Merger Fund 294,074 281,572 Investments of Caerus LP — 5,734 $ 401,528 $ 401,465 Consolidated portfolio fund investments of Enterprise LP Enterprise LP operates under a “master-feeder” structure, whereby Enterprise Master's shareholders are Enterprise LP and RCG II Intermediate Fund, L.P. The consolidated investments in Portfolio Funds include Enterprise LP's investment of $107.5 million and $114.2 million in Enterprise Master as of March 31, 2017 and December 31, 2016 , respectively. On May 12, 2010, the Company announced its intention to close Enterprise Master. Prior to this announcement, strategies utilized by Enterprise Master included merger arbitrage and activist investing, investments in distressed securities, convertible hedging, capital structure arbitrage, equity market neutral, investments in private placements of convertible securities, proprietary mortgages, structured credit investments, investments in mortgage backed securities and other structured finance products, investments in real estate and real property interests, structured private placements and other relative value strategies. Enterprise Master had broad investment powers and maximum flexibility in seeking to achieve its investment objective. Enterprise Master was permitted to invest in equity securities, debt instruments, options, futures, swaps, credit default swaps and other derivatives. As Enterprise Master winds down its positions, it will return capital to its investors. There are no unfunded commitments at Enterprise LP. Consolidated portfolio fund investments of Merger Fund The Merger Fund operates under a “master-feeder” structure, whereby Ramius Merger Master Ltd's ("Merger Master") shareholders are Merger Fund and Ramius Merger Fund Ltd. The consolidated investments in Portfolio Funds include Merger Fund's investment of $294.1 million and $281.6 million in Merger Master as of March 31, 2017 and December 31, 2016 , respectively. The Merger Master’s investment objective is to achieve consistent absolute returns while emphasizing the preservation of investor capital. The Merger Master seeks to achieve these objectives by taking a fundamental, research-driven approach to investing, primarily in the securities of issuers engaged in, or subject to, announced (or unannounced but otherwise anticipated) extraordinary corporate transactions, which may include, but are not limited to, mergers, acquisitions, leveraged buyouts, tender offers, hostile takeover bids, sale processes, exchange offers, and recapitalizations. Merger Master invests in the securities of one or more issuers engaged in or subject to such extraordinary corporate transactions. Merger Master typically seeks to derive a profit by realizing the price differential, or “spread,” between the market price of securities purchased or sold short and the market price or value of securities realized in connection with the completion or termination of the extraordinary corporate transaction, or in connection with the adjustment of market prices in anticipation thereof, while seeking to minimize the market risk associated with the aforementioned investment activities. Merger Master will, depending on market conditions, generally focus the majority of its investment program on announced transactions. If the investment manager of Merger Master considers it necessary, it may either alone or as part of a group, also initiate shareholder actions seeking to maximize value. Such shareholder actions may include, but are not limited to, re-orienting management’s focus or initiating the sale of the company (or one or more of its divisions) to a third party. There are no unfunded commitments at Merger Fund. Consolidated portfolio fund investments of Caerus LP Prior to Caerus LP being liquidated on March 1, 2017, it operated under a “master-feeder” structure, whereby Caerus Select Master Fund Ltd's ("Caerus Master") shareholder was Caerus LP. The consolidated investments in Portfolio Funds included Caerus LP's investment of $5.7 million in Caerus Master as of December 31, 2016 . Caerus Master’s investment objective was to achieve superior risk-adjusted rates of return that bear little correlation to the overall market. Caerus Master sought to achieve this objective by utilizing a long/short investment strategy, investing primarily in equities and options on equities that trade on major global market exchanges. Caerus Master focused on investments in the global consumer sector, including, but not limited to, securities in sub-sectors such as retail, apparel and footwear, restaurants, gaming and lodging, consumer products, food and beverage, consumer technology, media, transportation and homebuilding and building materials. Indirect Concentration of the Underlying Investments Held by Consolidated Funds From time to time, either directly or indirectly through its investments in the Consolidated Funds, the Company may maintain exposure to a particular issue or issuer (both long and/or short) which may account for 5% or more of the Company's equity. Based on information that is available to the Company as of March 31, 2017 and December 31, 2016 , the Company assessed whether or not its interests in an issuer for which the Company's pro-rata share exceeds 5% of the Company's equity. There was one indirect concentration that exceeded 5% of the Company's equity as of March 31, 2017 and none at December 31, 2016 . Through its investments in a Consolidated Fund and combined with direct Company investments, the Company maintained exposure to a particular investment which accounted for 5% or more of the Company's equity. Investments percentage of the Company's equity at March 31, 2017 Issuer Security Type Country Industry Percentage of Equity Market Value Linkem Equity Italy Wireless Broadband 6.2 % $ 48,346,757 Underlying Investments of Unconsolidated Funds Held by Consolidated Funds Enterprise Master and Merger Master Enterprise LP's investment in Enterprise Master represents Enterprise LP's proportionate share of Enterprise Master's net assets; as a result, the investment balances of Enterprise Master reflected below may exceed the net investment which Enterprise LP has recorded. Merger Fund's investment in Merger Master represents Merger Fund's proportionate share of Merger Master's net assets; as a result, the investment balances of Merger Master reflected below may exceed the net investment which Merger Fund has recorded. The following tables present summarized investment information for the underlying investments and derivatives held by Enterprise Master and Merger Master as of March 31, 2017 and December 31, 2016 : Securities owned by Enterprise Master, at fair value As of March 31, 2017 As of December 31, 2016 (dollars in thousands) Preferred stock $ 1,479 $ 1,581 Common stock 803 835 $ 2,282 $ 2,416 Portfolio Funds, owned by Enterprise Master, at fair value As of March 31, 2017 As of December 31, 2016 Strategy (dollars in thousands) RCG Special Opportunities Fund, Ltd* Multi-Strategy $ 103,034 $ 101,832 RCG Longview Equity Fund, LP* Real Estate 4,492 4,744 RCG Longview Debt Fund IV, LP* Real Estate 1,488 1,637 RCG Longview II, LP* Real Estate 831 836 RCG Renergys, LLC* Energy 1 1 Other Private Investments Various 7,932 8,682 Other Real Estate Investments * Real Estate — 295 $ 117,778 $ 118,027 * Affiliates of the Company. Merger Master As of March 31, 2017 , Merger Master held common stock, securities owned, of $934.2 million and common stock, sold not yet purchased, of $343.6 million . As of December 31, 2016 , Merger Master held common stock, securities owned, of $835.7 million and common stock, sold not yet purchased, of $395.5 million , respectively. Receivable on derivative contracts, at fair value, owned by Merger Master As of March 31, 2017 As of December 31, 2016 Description (dollars in thousands) Options $ 5,451 $ 4,264 Equity swaps 3,984 255 $ 9,435 $ 4,519 Payable for derivative contracts, at fair value, owned by Merger Master As of March 31, 2017 As of December 31, 2016 Description (dollars in thousands) Options $ 1,063 $ 2,285 Equity swaps 1,079 123 $ 2,142 $ 2,408 Caerus Master As of December 31, 2016 , Caerus Master held common stock, of $3.2 million and common stock, sold not yet purchased, of $2.6 million . |
Fair Value Measurements for Ope
Fair Value Measurements for Operating Entities and Consolidated Funds | 3 Months Ended |
Mar. 31, 2017 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements for Operating Entities and Consolidated Funds | Fair Value Measurements for Operating Entities and Consolidated Funds The following table presents the assets and liabilities that are measured at fair value on a recurring basis on the accompanying condensed consolidated statements of financial condition by caption and by level within the valuation hierarchy as of March 31, 2017 and December 31, 2016 : Assets at Fair Value as of March 31, 2017 Level 1 Level 2 Level 3 Total (dollars in thousands) Operating Entities Securities owned US Government securities $ 3,790 $ — $ — $ 3,790 Preferred stock — — 16,516 16,516 Common stocks 610,539 30 10,504 621,073 Convertible bonds — — 250 250 Corporate bonds — 2,990 — 2,990 Trade claims — — 703 703 Warrants and rights 6,914 — 4,139 11,053 Mutual funds 6 — — 6 Receivable on derivative contracts, at fair value Futures 32 — — 32 Currency forwards — 243 — 243 Swaps — 2,283 — 2,283 Options 8,441 167 6,971 15,579 Other investments Lehman claim — — 297 297 Consolidated Funds Securities owned US Government securities 3,495 — — 3,495 Preferred stock — 401 40,315 40,716 Common stocks 40,021 240 296 40,557 Corporate bonds — 3,781 — 3,781 Warrants and rights — — 2 2 Term loan — 2,497 711 3,208 Receivable on derivative contracts, at fair value Currency forwards — 18 — 18 Equity swaps — 812 — 812 Options 79 — — 79 $ 673,317 $ 13,462 $ 80,704 $ 767,483 Percentage of total assets measured at fair value 87.7 % 1.8 % 10.5 % Portfolio funds measured at net asset value (a) 112,425 Consolidated funds' portfolio funds measured at net asset value (a) 401,528 Equity method investments 38,091 Total investments $ 1,319,527 Liabilities at Fair Value as of March 31, 2017 Level 1 Level 2 Level 3 Total (dollars in thousands) Operating Entities Securities sold, not yet purchased Common stocks $ 329,477 $ — $ — $ 329,477 Corporate bonds — 6,193 — 6,193 Warrants and rights 6 — — 6 Payable for derivative contracts, at fair value Futures 72 — — 72 Currency forwards — 134 — 134 Swaps — 3,075 — 3,075 Options 3,891 — 6,971 10,862 Accounts payable, accrued expenses and other liabilities Contingent consideration liability (b) — — 5,274 5,274 Consolidated Funds Payable for derivative contracts, at fair value Currency forwards — 27 — 27 Options 45 — — 45 Equity swaps — 804 — 804 $ 333,491 $ 10,233 $ 12,245 $ 355,969 Percentage of total liabilities measured at fair value 93.7 % 2.9 % 3.4 % (a) In accordance with US GAAP, certain investments that are measured at fair value using the net asset value per share (or its equivalent) as a 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 condensed consolidated statement of financial condition. (b) In accordance with the terms of the purchase agreements for acquisitions that closed during the third and fourth quarter of 2015 and the second quarter of 2016, the Company is required to pay to the sellers a portion of future net income and/or revenues of the acquired businesses, if certain targets are achieved through the periods ended December 2018, December 2020, and June 2018, respectively. The Company estimated the contingent consideration liability using the income approach (discounted cash flow method) which requires the Company to make estimates and assumptions regarding the future cash flows and profits. Changes in these estimates and assumptions could have a significant impact on the amounts recognized. The undiscounted amounts as of March 31, 2017 can range from $0.1 million to $15.0 million . Assets at Fair Value as of December 31, 2016 Level 1 Level 2 Level 3 Total (dollars in thousands) Operating Entities Securities owned US Government securities $ 3,780 $ — $ — $ 3,780 Preferred stock — — 15,811 15,811 Common stocks 658,179 1,355 10,121 669,655 Convertible bonds — — 250 250 Corporate bonds — 2,477 — 2,477 Trade claims — — 562 562 Warrants and rights 4,616 — 3,719 8,335 Mutual funds 6 — — 6 Receivable on derivative contracts, at fair value Futures 104 — — 104 Currency forwards — 592 — 592 Swaps — 468 — 468 Options 6,662 322 14,753 21,737 Other investments Lehman claim — — 265 265 Consolidated Funds Securities owned US Government securities 6,994 — — 6,994 Preferred stock — 415 36,928 37,343 Common stocks 19,467 8,712 295 28,474 Corporate bonds — 4,214 — 4,214 Warrants and rights — — 3 3 Term loan — 1,552 657 2,209 Receivable on derivative contracts, at fair value Currency forwards — 18 — 18 Equity swaps — 731 — 731 Options 132 12 — 144 $ 699,940 $ 20,868 $ 83,364 $ 804,172 Percentage of total assets measured at fair value 87.0 % 2.6 % 10.4 % Portfolio funds measured at net asset value (a) 120,023 Consolidated funds' portfolio funds measured at net asset value (a) 401,465 Equity method investments 36,991 Total investments $ 1,362,651 Liabilities at Fair Value as of December 31, 2016 Level 1 Level 2 Level 3 Total (dollars in thousands) Operating Entities Securities sold, not yet purchased Common stocks $ 263,460 $ — $ — $ 263,460 Corporate bonds — 2,591 — 2,591 Warrants and rights 39 — — 39 Payable for derivative contracts, at fair value Futures 642 — — 642 Swaps — 181 — 181 Options 5,186 — 14,753 19,939 Accounts payable, accrued expenses and other liabilities Contingent consideration liability (b) — — 5,997 5,997 Consolidated Funds Securities sold, not yet purchased Common stocks 211 — — 211 Corporate bonds — 672 — 672 Payable for derivative contracts, at fair value Currency forwards — 10 — 10 Options 67 — — 67 Equity swaps — 495 — 495 $ 269,605 $ 3,949 $ 20,750 $ 294,304 Percentage of total liabilities measured at fair value 91.6 % 1.3 % 7.1 % (a) In accordance with US GAAP, certain investments that are measured at fair value using the net asset value per share (or its equivalent) as a 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 condensed consolidated statement of financial condition. (b) In accordance with the terms of the purchase agreements for acquisitions that closed during 2012 and the third and fourth quarter of 2015, the Company is required to pay to the sellers a portion of future net income and/or revenues of the acquired businesses, if certain targets are achieved through the periods ended December 2018, and December 2020, respectively. The Company estimated the contingent consideration liability using the income approach (discounted cash flow method) which requires the Company to make estimates and assumptions regarding the future cash flows and profits. Changes in these estimates and assumptions could have a significant impact on the amounts recognized. The undiscounted amounts as of December 31, 2016 can range from $0.1 million to $15.1 million . The following table includes a rollforward of the amounts for the three months ended March 31, 2017 and 2016 , for financial instruments classified within level 3. The classification of a financial instrument within level 3 is based upon the significance of the unobservable inputs to the overall fair value measurement. Three Months Ended March 31, 2017 Balance at December 31, 2016 Transfers in Transfers out Purchases/(covers) (Sales)/shorts Realized and Unrealized gains/losses Balance at March 31, 2017 Change in unrealized gains/losses relating to instruments still held (1) (dollars in thousands) Operating Entities Preferred stock $ 15,811 $ — $ — $ 1,732 $ (31 ) $ (996 ) $ 16,516 $ (996 ) Common stocks 10,121 — — 31 (52 ) 404 10,504 404 Convertible bonds 250 — — — — — 250 — Options, asset 14,753 — — — — (7,782 ) 6,971 (7,782 ) Options, liability 14,753 — — — — (7,782 ) 6,971 (7,782 ) Warrants and rights 3,719 451 (b) — — — (31 ) 4,139 (31 ) Trade claims 562 — — — (70 ) 211 703 190 Lehman claim 265 — — — — 32 297 32 Contingent consideration liability 5,997 — — — (167 ) (556 ) 5,274 (556 ) Consolidated Funds Preferred stock 36,928 — — — — 3,387 40,315 3,887 Common stocks 295 — — — — 1 296 1 Warrants and rights 3 — — — — (1 ) 2 (1 ) Term Loan 657 — — — — 54 711 54 Three Months Ended March 31, 2016 Balance at December 31, 2015 Transfers in Transfers out Purchases/(covers) (Sales)/shorts Realized and Unrealized gains/losses Balance at March 31, 2016 Change in unrealized gains/losses relating to instruments still held (1) (dollars in thousands) Operating Entities Preferred stock $ 12,872 $ — $ — $ — $ (218 ) $ 992 $ 13,646 $ 566 Common stocks 2,278 — — 569 — 1,918 4,765 2,054 Convertible bonds 819 — — — (569 ) — 250 — Options, asset 18,194 — — — — 2,698 20,892 2,698 Options, liability 18,194 — — — — 2,698 20,892 2,698 Warrants and rights 2,572 — — — — (67 ) 2,505 150 Lehman claim 299 — — — — (6 ) 293 (6 ) Contingent consideration liability 6,158 — — — — 2,135 8,293 2,135 Consolidated Funds Preferred stock 32,000 — (4,000 ) (a) — — — 28,000 — (1) Unrealized gains/losses are reported in other income (loss) in the accompanying condensed consolidated statements of operations. (a) The investments were converted to common stock. (b) The Company received warrants as part of a transaction. All realized and unrealized gains (losses) in the table above are reflected in other income (loss) in the accompanying condensed consolidated statements of operations. Certain assets and liabilities are measured at fair value on a nonrecurring basis and therefore are not included in the tables above. The Company recognizes all transfers and the related unrealized gain (loss) at the beginning of the reporting period. Transfers between level 1 and 2 generally relate to whether the principal market for the security becomes active or inactive. Transfers between level 2 and 3 generally relate to whether significant relevant observable inputs are available for the fair value measurements or due to change in liquidity restrictions for the investments. During the three months ended March 31, 2017 and 2016, there were no transfers between level 1 and level 2 assets and liabilities. The following table includes quantitative information as of March 31, 2017 and December 31, 2016 for financial instruments classified within level 3. The table below quantifies information about the significant unobservable inputs used in the fair value measurement of the Company's level 3 financial instruments. Quantitative Information about Level 3 Fair Value Measurements Fair Value at March 31, 2017 Valuation techniques Unobservable Inputs Range Level 3 Assets (dollars in thousands) Common and preferred stocks $ 10,188 Guideline companies/transaction price Option pricing method, discounted cash flow Volatility Market multiples Discount rate 37% 0.8x to 9.3x 9.5% to 22% Trade claims 62 Discounted cash flows Market multiples Discount rate 6x 20% Warrants and rights 4,139 Model based Volatility 30% to 85% (weighted average 73%) Options 6,971 Option pricing models Volatility 33% Other level 3 assets (a) 59,344 Total level 3 assets 80,704 Level 3 Liabilities Options 6,971 Option pricing models Volatility 33% Contingent consideration liability 5,274 Discounted cash flows Projected cash flow and discount rate 8% - 25% (weighted average 23%) Total level 3 liabilities $ 12,245 Quantitative Information about Level 3 Fair Value Measurements Fair Value at December 31, 2016 Valuation techniques Unobservable Inputs Range Level 3 Assets (dollars in thousands) Common and preferred stocks $ 10,917 Guideline companies/transaction price Option pricing method, discounted cash flow Volatility Market multiples Discount rate 37% 0.8x to 9.3x 9.5% to 10% Trade claims 520 Discounted cash flows Market multiples Discount rate 6x 20% Warrants and rights 3,719 Model based Volatility 30% to 85% (weighted average 73%) Options 14,753 Option pricing models Volatility 40% Other level 3 assets (a) 53,455 Total level 3 assets 83,364 Level 3 Liabilities Options 14,753 Option pricing models Volatility 40% Contingent consideration liability 5,997 Discounted cash flows Projected cash flow and discount rate 8% - 25% Total level 3 liabilities $ 20,750 (a) The quantitative disclosures exclude financial instruments for which the determination of fair value is based on prices from recent transactions. The Company has established valuation policies and procedures and an internal control infrastructure over its fair value measurement of financial instruments which includes ongoing oversight by the valuation committee as well as periodic audits performed by the Company's internal audit group. The valuation committee is comprised of senior management, including non-investment professionals, who are responsible for overseeing and monitoring the pricing of the Company's investments, including the review of the results of the independent price verification process, approval of new trading asset classes and use of applicable pricing models and approaches. The US GAAP fair value leveling hierarchy is designated and monitored on an ongoing basis. In determining the designation, the Company takes into consideration a number of factors including the observability of inputs, liquidity of the investment and the significance of a particular input to the fair value measurement. Designations, models, pricing vendors, third party valuation providers and inputs used to derive fair market value are subject to review by the valuation committee and the internal audit group. The Company reviews its valuation policy guidelines on an ongoing basis and may adjust them in light of, improved valuation metrics and models, the availability of reliable inputs and information, and prevailing market conditions. The Company reviews a daily profit and loss report, as well as other periodic reports, and analyzes material changes from period-to-period in the valuation of its investments as part of its control procedures. The Company also performs back testing on a regular basis by comparing prices observed in executed transactions to previous valuations. The fair market value for level 3 securities may be highly sensitive to the use of industry standard models, unobservable inputs and subjective assumptions. The degree of fair market value sensitivity is also contingent upon the subjective weight given to specific inputs and valuation metrics. The Company holds various equity and debt instruments where different weight may be applied to industry standard models representing standard valuation metrics such as: discounted cash flows, market multiples, comparative transactions, capital rates, recovery rates and timing, and bid levels. Generally, changes in the weights ascribed to the various valuation metrics and the significant unobservable inputs in isolation may result in significantly lower or higher fair value measurements. Volatility levels for warrants and options are not readily observable and subject to interpretation. Changes in capital rates, discount rates and replacement costs could significantly increase or decrease the valuation of the real estate investments. The interrelationship between unobservable inputs may vary significantly amongst level 3 securities as they are generally highly idiosyncratic. Significant increases (decreases) in any of those inputs in isolation can result in a significantly lower (higher) fair value measurement. Other financial assets and liabilities The following table presents the carrying values and fair values, at March 31, 2017 and December 31, 2016 , of financial assets and liabilities and information on their classification within the fair value hierarchy which are not measured at fair value on a recurring basis. For additional information regarding the financial instruments within the scope of this disclosure, and the methods and significant assumptions used to estimate their fair value see Note 2 . March 31, 2017 December 31, 2016 Fair Value Hierarchy Carrying Amount Fair Value Carrying Amount Fair Value (dollars in thousands) Financial Assets Operating companies Cash and cash equivalents $ 78,959 $ 78,959 $ 112,014 $ 112,014 Level 1 Cash collateral pledged 14,696 14,696 13,342 13,342 Level 2 Loans receivable 29,170 29,170 (d) 31,088 31,088 (d) Level 3 Consolidated funds Cash and cash equivalents 10,293 10,293 17,761 17,761 Level 1 Financial Liabilities Convertible debt 132,055 (a) 151,508 (b) 130,029 (a) 149,545 (b) Level 2 Notes payable and other debt 77,890 84,673 (c) 77,030 80,817 (c) Level 2 (a) The carrying amount of the convertible debt includes an unamortized discount of $16.0 million and $17.8 million as of March 31, 2017 and December 31, 2016 . (b) The convertible debt includes the conversion option and is based on the last broker quote available. (c) Notes payable and other debt are based on the last broker quote available. (d) The fair market value of level 3 loans is calculated using discounted cash flows. |
Receivables from and Payable to
Receivables from and Payable to Brokers | 3 Months Ended |
Mar. 31, 2017 | |
Brokers and Dealers [Abstract] | |
Receivables from and Payable to Brokers | Receivables from and Payable to Brokers Receivables from and payable to brokers includes cash held at the clearing brokers, amounts receivable or payable for unsettled transactions, monies borrowed and proceeds from short sales (including commissions and fees related to securities transactions) equal to the fair value of securities sold, not yet purchased, which are restricted until the Company purchases the securities sold short. Pursuant to the master netting agreements the Company entered into with its brokers, these balances are presented net (assets less liabilities) across balances with the same broker. As of March 31, 2017 and December 31, 2016 , receivable from brokers was $163.6 million and $87.8 million , respectively. Payable to brokers was $124.5 million and $ 210.3 million as of March 31, 2017 and December 31, 2016 , respectively. The Company's receivables from and payable to brokers balances are held at multiple financial institutions. |
Payable to Customers (Notes)
Payable to Customers (Notes) | 3 Months Ended |
Mar. 31, 2017 | |
Payable to Customers [Text Block] | Payable to Customers Payable to customers include amounts due on cash and margin transactions to the Company's clients which have their assets held by a Company omnibus account (included within Receivables from brokers). In this omnibus structure, positions that are owned by CIL are fully cross collateralized by client funds, meaning that the firm, for all intents and purposes, has no market risk. Additionally, CIL has no obligation to settle any trade that it deems inappropriate from a risk perspective, adding an important market and counterparty risk mitigating factor. |
Redeemable Non-Controlling Inte
Redeemable Non-Controlling Interests in Consolidated Subsidiaries and Funds | 3 Months Ended |
Mar. 31, 2017 | |
Noncontrolling Interest [Abstract] | |
Redeemable Non-Controlling Interests in Consolidated Subsidiaries and Funds | Redeemable Non-Controlling Interests in Consolidated Subsidiaries and Funds Redeemable non-controlling interests in consolidated subsidiaries and funds and the related net income (loss) attributable to redeemable non-controlling interests in consolidated subsidiaries and funds are comprised as follows: As of March 31, 2017 As of December 31, 2016 (dollars in thousands) Redeemable non-controlling interests in consolidated subsidiaries and funds Operating companies $ 6,297 $ 7,638 Consolidated Funds 387,835 371,567 $ 394,132 $ 379,205 Three Months Ended March 31, 2017 2016 (dollars in thousands) Income (loss) attributable to redeemable non-controlling interests in consolidated subsidiaries and funds Operating companies $ 717 $ (78 ) Consolidated Funds 8,388 (4,219 ) $ 9,105 $ (4,297 ) |
Reinsurance
Reinsurance | 3 Months Ended |
Mar. 31, 2017 | |
Reinsurance [Abstract] | |
Reinsurance | Reinsurance The Company’s wholly-owned Luxembourg subsidiary, Hollenfels Re SA (“Hollenfels”) provides reinsurance to third party insurance and reinsurance companies. As Hollenfels started its operations during 2016, all claims it experienced (reported or not reported) were from the 2016 accident year through March 31, 2017 . During the three months ended March 31, 2017 , Hollenfels’ share of incurred and paid claims, as reported to it by the underlying insurance and reinsurance companies, amounted to $0.6 million . During the same period, Hollenfels’ share of claims incurred but not reported plus expected development on reported claims totaled $0.9 million . Hollenfels generally employs an estimation methodology whereby historical average claims ratios over a period of 5 or 10 years, based on availability of data, are utilized. In cases where an event may have occurred that could give rise to claims in excess of the amount calculated using the above-mentioned methodology, then actuarial methods are used to calculate the impact of such an event. During the quarter, Hollenfels did not change its methodology for determining claim liability or claim adjustment expenses and calculated them using the above-mentioned methods. While Hollenfels typically settles its premiums and claim payments on a quarterly basis, the frequency of claims in the underlying policies is impractical for Hollenfels to obtain. This is because certain contracts Hollenfels has written are on a quota-share basis while the other policies provide aggregate loss protection, rendering the collection of information for all underlying contracts impracticable. Hollenfels did not discount any of its reserves and did not cede any portion of its exposures during the three months ended March 31, 2017 . As a result, the figures above are the same as reported on the Company’s balance sheet. |
Share-Based Compensation and Em
Share-Based Compensation and Employee Ownership Plans | 3 Months Ended |
Mar. 31, 2017 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Share-Based Compensation and Employee Ownership Plans | Share-Based and Deferred Compensation and Employee Ownership Plans On December 5, 2016, the Company effected a one-for-four reverse stock split of the Company's class A and class B common stock. All share and per share information has been retroactively adjusted to reflect the reverse stock split. The Company issues share based compensation under the 2006 Equity and Incentive Plan, the 2007 Equity and Incentive Plan (both established prior to the November 2009 transaction between Ramius and Cowen) and the Cowen Group, Inc. 2010 Equity and Incentive Plan (collectively, the “Equity Plans”). The Equity Plans permit the grant of options, restricted shares, restricted stock units, stock appreciation rights ("SAR's") and other equity based awards to the Company's employees and directors. Stock options granted generally vest over two -to- five -year periods and expire seven years from the date of grant. Restricted shares and restricted share units issued may be immediately vested or may generally vest over a two -to- five -year period. SAR's vest and expire after five years from grant date. Awards are subject to the risk of forfeiture. As of March 31, 2017 , there were approximately 0.2 million shares available for future issuance under the Equity Plans. Under the 2010 Equity Plan, the Company awarded $24.1 million of deferred cash awards to its employees during the three months ended March 31, 2017 . These awards vest over a four year period and accrue interest at 0.70% per year. As of March 31, 2017 , the Company had unrecognized compensation expense related to deferred cash awards of $50.9 million . The Company measures compensation cost for share based awards according to the equity method. In accordance with the expense recognition provisions of those standards, the Company amortizes unearned compensation associated with share based awards on a straight-line basis over the vesting period of the option or award. In relation to awards under the Equity Plans, the Company recognized compensation expense of $8.8 million and $6.4 million , for the three months ended March 31, 2017 and 2016 , respectively. The income tax effect recognized for the Equity Plans was a benefit of $2.5 million and $3.1 million , for the three months ended March 31, 2017 and 2016 , respectively. Stock Options and Stock Appreciation Rights The Company values options and SAR's on grant date using the Black-Scholes valuation model which requires the Company to make assumptions regarding the expected term, volatility, risk-free rate and dividend yield: Expected term . Expected term represents the period of time that awards granted are expected to be outstanding. The Company elected to use the "simplified" calculation method, as applicable to companies that lack extensive historical data. The mid-point between the vesting date and the contractual expiration date is used as the expected term under this method. Expected volatility . The Company bases its expected volatility on its own stock price history. Risk free rate . The risk-free rate for periods within the expected term of the award is based on the interest rate of a traded zero-coupon U.S. Treasury bond with a term equal to the awards' expected term on the date of grant. Dividend yield . The Company has not paid and does not expect to pay dividends in the foreseeable future. Accordingly, the assumed dividend yield is zero . The following table summarizes the Company's stock option activity for the three months ended March 31, 2017 : Shares Subject Weighted Average Weighted Average Aggregate Intrinsic (in years) (dollars in thousands) Balance outstanding at December 31, 2016 4,167 $ 19.56 0.10 $ — Options granted — — — — Options exercised — — — — Options expired (4,167 ) 19.56 — — Balance outstanding at March 31, 2017 — $ — 0 $ — Options exercisable at March 31, 2017 — $ — 0 $ — (1) Based on the Company's closing stock price of $14.95 on March 31, 2017 and $15.50 on December 31, 2016 . As of March 31, 2017 , the Company's stock options were fully expensed. The following table summarizes the Company's SAR's for the three months ended March 31, 2017 : Shares Subject Weighted Average Weighted Average Aggregate Intrinsic (in years) (dollars in thousands) Balance outstanding at December 31, 2016 100,000 $ 11.60 1.21 $ 435 SAR's granted — — — — SAR's vested (25,000 ) 11.60 — — SAR's expired — — — — Balance outstanding at March 31, 2017 75,000 $ 11.60 0.96 $ 421 SAR's exercisable at March 31, 2017 — $ — 0 $ — (1) Based on the Company's closing stock price of $14.95 on March 31, 2017 and $15.50 on December 31, 2016 . As of March 31, 2017 and December 31, 2016 , the unrecognized compensation expense related to the Company's grant of SAR's was $0.1 million and $0.1 million , respectively. Restricted Shares and Restricted Stock Units Granted to Employees Restricted shares and restricted stock units are referred to collectively as restricted stock. The following table summarizes the Company's restricted share and restricted stock unit activity for the three months ended March 31, 2017 : Nonvested Restricted Shares and Restricted Stock Units Weighted-Average Balance outstanding at December 31, 2016 5,717,932 $ 16.23 Granted (1) 1,859,333 15.05 Vested (915,503 ) 16.35 Canceled — — Forfeited (18,501 ) 15.31 Balance outstanding at March 31, 2017 (1) 6,643,261 $ 15.88 (1) Performance linked restricted stock units of 481,438 were awarded to employees of the Company in December 2013 and January 2014. An additional 700,000 performance linked restricted stock units were awarded in March 2016. Of the awards granted, 96,875 have been forfeited through March 31, 2017 . The remaining awards, included in the outstanding balance as of March 31, 2017 , will vest between March 2019 and December 2020 and will be earned only to the extent that the Company attains specified market conditions relating to its volume-weighted average share price and total shareholder return in relation to certain benchmark indices and performance goals relating to aggregate net income and average return on shareholder equity. The actual number of RSUs ultimately earned could vary from zero , if performance goals are not met, to as much as 150% of the targeted award. Each RSU is equal to the one share of the Company’s Class A common stock. Compensation expense is recognized to the extent that it is probable that the Company will attain the performance goals. The fair value of restricted stock (excluding performance linked units which are valued using the Monte Carlo valuation model) is determined based on the number of shares granted and the quoted price of the Company's common stock on the date of grant. As of March 31, 2017 , there was $81.8 million of unrecognized compensation expense related to the Company's grant of nonvested restricted shares and restricted stock units to employees. Unrecognized compensation expense related to nonvested restricted shares and restricted stock units granted to employees is expected to be recognized over a weighted-average period of 2.75 years. Restricted Shares and Restricted Stock Units Granted to Non-employee Board Members There were no restricted stock units awarded during the three months ended March 31, 2017 . As of March 31, 2017 there were 162,176 restricted stock units outstanding. |
Income Taxes
Income Taxes | 3 Months Ended |
Mar. 31, 2017 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes The taxable results of the Company’s U.S. operations are included in the consolidated income tax returns of Cowen Group, Inc. as well as stand-alone state and local tax returns. The Company has subsidiaries that are resident in foreign countries where tax filings have to be submitted on a stand‑alone basis. These subsidiaries are subject to tax in their respective countries and the Company is responsible for and, thus, reports all taxes incurred by these subsidiaries. The countries where the Company owns subsidiaries that file tax returns are United Kingdom, Luxembourg, Gibraltar, and Hong Kong. The Company calculates its U.S. tax provision using the estimated annual effective tax rate methodology. The tax expense or benefit caused by an unusual or infrequent item is recorded in the quarter in which it occurs. To the extent that information is not available for the Company to fully determine the full year estimated impact of an item of income or tax adjustment, the Company calculates the tax impact of such item discretely. Accordingly, the Company uses the discrete methodology to calculate the income tax provision for its foreign subsidiaries and the tax impact of income attributable to redeemable non-controlling interests in consolidated subsidiaries and funds. In addition, during the three months ended March 31, 2017, the unusual or infrequent items whose tax impact were recorded discretely related to stock compensation. Based on these methodologies, the Company’s effective income tax rate was 13.65% and 29.35% for the three months ended March 31, 2017 and 2016, respectively. For the three months ended March 31, 2017 and 2016, the effective tax rate differs from the statutory rate of 35% primarily due to income attributable to redeemable non-controlling interests in consolidated subsidiaries and funds, stock compensation, foreign taxes, as well as other nondeductible expenses. The Company records deferred tax assets and liabilities for the future tax benefit or expense that will result from differences between the carrying value of its assets for income tax purposes and for financial reporting purposes, as well as for operating or capital loss and tax credit carryovers. A valuation allowance is recorded to bring the net deferred tax assets to a level that, in management's view, is more likely than not to be realized in the foreseeable future. This level will be estimated based on a number of factors, especially the amount of net deferred tax assets of the Company that are actually expected to be realized, for tax purposes, in the foreseeable future. As of March 31, 2017 , the Company recorded a valuation allowance against deferred tax assets related to its foreign net operating losses. The Company is subject to examination by the United States Internal Revenue Service as well as state, local and foreign tax authorities in jurisdictions where the Company has significant business operations, such as New York, United Kingdom and Luxembourg. Currently, the Company is under audit by the Internal Revenue Service for the 2014 tax year, and New York State for the 2010 to 2012 tax years. Management is not expecting a material tax liability from these audits. The Company intends to permanently reinvest the capital and accumulated earnings of its foreign subsidiaries in the respective subsidiary, but remits the current earnings of its foreign subsidiaries to the United States to the extent permissible under local regulatory rules. The undistributed earnings of the Company’s foreign subsidiaries totaled $1.5 million and $0.8 million as of March 31, 2017 and December 31, 2016 , respectively, and the tax liability that would arise if these earnings were remitted to the United States would be approximately $0.2 million and $0.1 million , respectively. |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2017 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies Lease Obligations The Company has entered into leases for office space and equipment. These leases contain rent escalation clauses. The Company records rent expense on a straight-line basis over the lease term, including any rent holiday periods. Rent expense was $4.8 million and $5.3 million for the three months ended March 31, 2017 and 2016 , respectively. As of March 31, 2017 , future minimum annual lease and service payments for the Company were as follows: Equipment Leases (a) Service Payments Facility Leases (b) (dollars in thousands) 2017 $ 1,810 $ 12,024 $ 12,256 2018 2,359 9,067 17,148 2019 928 2,848 15,633 2020 6 740 15,352 2021 — 676 15,597 Thereafter — — 17,297 $ 5,103 $ 25,355 $ 93,283 (a) Equipment Leases include the Company's commitments relating to operating and capital leases. See Note 13 for further information on the capital lease minimum payments which are included in the table. (b) The Company has entered into various agreements to sublease certain of its premises. The Company recorded sublease income related to these leases of $0.4 million and $0.8 million , and for the three months ended March 31, 2017 and 2016 , respectively. Clawback Obligations For financial reporting purposes, the general partners of a real estate fund have recorded a liability for potential clawback obligations to the limited partners, due to changes in the unrealized value of the fund's remaining investments and where the fund's general partner has previously received carried interest distributions. The clawback liability, however, is not realized until the end of the fund's life. The life of the real estate funds with a potential clawback obligation is currently in a winding-up phase whereby the remaining assets of the fund are being liquidated as promptly as possible so as to maximize value, however a final date for liquidation has not been set. The fund is currently winding-down and as of both March 31, 2017 and December 31, 2016 , and the clawback obligation was $6.2 million . The Company serves as the general partner/managing member and/or investment manager to various affiliated and sponsored funds. As such, the Company is contingently liable for obligations for those entities. These amounts are not included above as the Company believes that the assets in these funds are sufficient to discharge any liabilities. Unfunded Commitments The following table summarizes unfunded commitments as of March 31, 2017 : Entity Unfunded Commitments Commitment term ($ in millions) Real estate (a) $ 12.6 (a) HealthCare Royalty Partners funds (b) $ 7.3 2 years Eclipse Ventures Fund I, L.P. (formerly Formation8 Partners Hardware Fund I, L.P.) $ 0.6 7 years Lagunita Biosciences, LLC $ 3.0 3 years Eclipse Fund II, L.P. $ 0.9 8 years Eclipse Continuity Fund I, L.P. $ 0.9 9 years (a) The Company had unfunded commitments pertaining to capital commitments in six real estate investments held by the Company, all of which pertain to related party investments. Such commitments can be called at any time up to four years, subject to advance notice. (b) The Company is a limited partner of the HealthCare Royalty Partners funds (which are managed by Healthcare Royalty Management) and is a member of HealthCare Royalty Partners General Partners. The Company will make its pro-rata investment in the HealthCare Royalty Partners funds along with the other limited partners. Litigation In the ordinary course of business, the Company and its affiliates and subsidiaries and current and former officers, directors and employees (the "Company and Related Parties") are named as defendants in, or as parties to, various legal actions and proceedings. Certain of these actions and proceedings assert claims or seek relief in connection with alleged violations of securities, banking, anti-fraud, anti-money laundering, employment and other statutory and common laws. Certain of these actual or threatened legal actions and proceedings include claims for substantial or indeterminate compensatory or punitive damages, or for injunctive relief. In the ordinary course of business, the Company and Related Parties are also subject to governmental and regulatory examinations, information gathering requests (both formal and informal), certain of which may result in adverse judgments, settlements, fines, penalties, injunctions or other relief. Certain affiliates and subsidiaries of the Company are investment banks, registered broker-dealers, futures commission merchants, investment advisers or other regulated entities and, in those capacities, are subject to regulation by various U.S., state and foreign securities, commodity futures and other regulators. In connection with formal and informal inquiries by these regulators, the Company and such affiliates and subsidiaries receive requests, and orders seeking documents and other information in connection with various aspects of their regulated activities. Due to the global scope of the Company's operations, and its presence in countries around the world, the Company and Related Parties may be subject to litigation, and governmental and regulatory examinations, information gathering requests, investigations and proceedings (both formal and informal), in multiple jurisdictions with legal and regulatory regimes that may differ substantially, and present substantially different risks, from those the Company and Related Parties are subject to in the United States. The Company seeks to resolve all litigation and regulatory matters in the manner management believes is in the best interests of the Company and its shareholders, and contests liability, allegations of wrongdoing and, where applicable, the amount of damages or scope of any penalties or other relief sought as appropriate in each pending matter. In accordance with US GAAP, the Company establishes reserves for contingencies when the Company believes that it is probable that a loss has been incurred and the amount of loss can be reasonably estimated. The Company discloses a contingency if there is at least a reasonable possibility that a loss may have been incurred and there is no reserve for the loss because the conditions above are not met. The Company's disclosure includes an estimate of the reasonably possible loss or range of loss for those matters, for which an estimate can be made. Neither a reserve nor disclosure is required for losses that are deemed remote . The Company appropriately reserves for certain matters where, in the opinion of management, the likelihood of liability is probable and the extent of such liability is reasonably estimable. Such amounts are included within accounts payable, accrued expenses and other liabilities in the accompanying condensed consolidated statements of financial condition. Estimates, by their nature, are based on judgment and currently available information and involve a variety of factors, including, but not limited to, the type and nature of the litigation, claim or proceeding, the progress of the matter, the advice of legal counsel, the Company's defenses and its experience in similar cases or proceedings as well as its assessment of matters, including settlements, involving other defendants in similar or related cases or proceedings. The Company may increase or decrease its legal reserves in the future, on a matter-by-matter basis, to account for developments in such matters. The Company accrues legal fees as incurred. |
Convertible Debt and Notes Paya
Convertible Debt and Notes Payable | 3 Months Ended |
Mar. 31, 2017 | |
Debt Disclosure [Abstract] | |
Convertible Debt and Notes Payable | Convertible Debt and Notes Payable As of March 31, 2017 and December 31, 2016 , the Company's outstanding debt was as follows: As of March 31, 2017 As of December 31, 2016 (dollars in thousands) Convertible debt $ 132,055 $ 130,029 Note payable 60,959 60,953 Other notes payable 15,301 14,237 Capital lease obligations 1,630 1,840 $ 209,945 $ 207,059 Convertible Debt On March 10, 2014, the Company issued $149.5 million of 3.0% cash convertible senior notes ("Convertible Notes"). The Convertible Notes are due on March 15, 2019 unless earlier repurchased by the Company or converted by the holder into cash in accordance with their terms prior to such date. The interest on the Convertible Notes is payable semi-annually on March 15 and September 15 of each year. The Convertible Notes are senior unsecured obligations and rank senior in right of payments to other obligations. The Convertible Notes may be converted into cash, upon the occurrence of certain events, whereby a holder will receive, per $1,000 principal amount of notes being converted, an amount equal to the sum of principal amount outstanding and the conversion amount based on the current conversion price (the "Conversion Option"). The Convertible Notes were issued with an initial conversion price of $21.32 per share (per share amounts have been retroactively updated to reflect the one-for-four reverse stock split effective as of December 5, 2016). The Company recorded interest expense of $1.1 million and $1.1 million for the three months ended March 31, 2017 and 2016 , respectively. The initial unamortized discount on the Convertible Notes was $35.7 million and is shown net in convertible debt in the accompanying condensed consolidated statements of financial condition. Amortization on the discount, included within interest expense in the accompanying condensed consolidated statements of operations is $1.8 million and $1.7 million for the three months ended March 31, 2017 and 2016 , respectively, based on an effective interest rate of 8.89% . The Company capitalized the debt issuance costs in the amount of $3.7 million , which is a direct deduction from the carrying value of the debt and will be amortized over the life of the Convertible Notes. Of the net proceeds from the sale of the Convertible Notes, approximately $20.5 million was applied to pay the net cost of a cash convertible note economic hedge and warrant transaction which increases the effective conversion price to $28.72 (see Note 4 ) (per share amounts have been retroactively updated to reflect the one-for-four reverse stock split effective as of December 5, 2016), and approximately $0.3 million was applied to repurchase shares of Cowen Class A common stock. The remainder of the net proceeds is being used for general corporate purposes. Note Payable On October 10, 2014 the Company completed its public offering of $63.3 million aggregate principal amount of 8.25% senior notes due on October 15, 2021 ("2021 Notes"). Interest on the 2021 Notes is payable quarterly in arrears on January 15, April 15, July 15 and October 15, commencing on January 15, 2015. The Company recorded interest expense of $1.3 million and $1.3 million for the three months ended March 31, 2017 and 2016, respectively. The Company capitalized debt issuance costs of approximately $2.9 million which is a direct deduction from the carrying value of the debt and will be amortized over the life of the 2021 Notes. As of December 31, 2016, the Company fell below a minimum calculation as required by a covenant. As a result, the Company may not currently incur new debt or make restricted payments, other than in limited permitted amounts set out in the Senior Indenture. Other Notes Payable During January 2017, the Company borrowed $2.1 million to fund insurance premium payments. This note has an effective interest rate of 1.50% and is due on December 31, 2017, with monthly payment requirements of $0.2 million . As of March 31, 2017 , the outstanding balance on this note payable was $1.5 million . Interest expense for the three months ended March 31, 2017 was insignificant. The Company has entered into various financing for its aircraft. The aircraft financing, net of debt costs, is recorded in notes payable and short-term borrowings in the accompanying condensed consolidated statements of financial condition. The debt maturities ranged from January 2019 to May 2021 and interest rates ranged from 4.21% to 7.25% . As of March 31, 2017 , the remaining balance on the aircraft financing agreements was $13.8 million . Interest expense was $0.2 million for the three months ended March 31, 2017 . Capital Lease Obligations The Company has entered into several capital leases for computer equipment which amounted to $7.6 million and are recorded in fixed assets and as capital lease obligations. These capital lease obligations are included in short-term borrowings and other debt in the accompanying condensed consolidated statements of financial condition, and have lease terms that range from 48 to 60 months and interest rates that range from 0.60% to 6.03% . As of March 31, 2017 , t he remaining balance on these capital leases was $1.6 million . Interest expense was $0.1 million and $0.1 million for the three months ended March 31, 2017 and 2016, respectively. Annual scheduled maturities of debt and minimum payments for all debt outstanding as of March 31, 2017 , is as follows: Convertible Debt Note Payable Other Note Payable Capital Lease (dollars in thousands) 2017 $ 2,243 $ 3,913 $ 3,577 $ 704 2018 4,485 5,218 2,826 938 2019 151,743 5,218 4,304 78 2020 — 5,218 2,256 — 2021 — 68,468 4,723 — Thereafter — — — — Subtotal 158,471 88,035 17,686 1,720 Less: Amount representing interest (a) (26,416 ) (27,076 ) (2,385 ) (90 ) Total $ 132,055 $ 60,959 $ 15,301 $ 1,630 (a) Amount necessary to reduce net minimum payments to present value calculated at the Company's implicit rate at inception. This amount also includes the unamortized discount on the convertible debt. Letters of Credit As of March 31, 2017 , the Company has eight irrevocable letters of credit, related to leased office space, for which there is cash collateral pledged, which the Company pays a fee on the stated amount of the letter of credit. The Company also has a letter of credit, in the amount of $5.5 million , due March 2018, for which cash is pledged as collateral under a reinsurance agreement. Location Amount Maturity (dollars in thousands) New York $ 355 May 2017 New York $ 70 May 2017 New York $ 695 October 2017 New York $ 2,811 October 2017 New York $ 1,600 November 2017 San Francisco $ 710 January 2018 Connecticut $ 65 January 2018 Boston $ 382 March 2018 To the extent any letter of credit is drawn upon, interest will be assessed at the prime commercial lending rate . As of March 31, 2017 and December 31, 2016 , there were no amounts due related to these letters of credit . |
Stockholder's Equity
Stockholder's Equity | 3 Months Ended |
Mar. 31, 2017 | |
Equity [Abstract] | |
Stockholder's Equity | Stockholder's Equity On December 5, 2016, the Company effected a one-for-four reverse stock split of the Company's class A and class B common stock. All share and per share information has been retroactively adjusted to reflect the reverse stock split. In addition, there was a reclassification of $0.9 million from the par value of our class A common stock to additional paid-in capital to reflect the impact of the reverse stock split. Preferred Stock and Purchase of Capped Call Option On May 19, 2015, the Company completed its offering of 120,750 shares of the Company's 5.625% Series A cumulative perpetual convertible preferred stock ("Series A Convertible Preferred Stock") that provided $117.2 million of proceeds, net of underwriting fees and issuance costs of $3.6 million . Each share of the Series A Convertible Preferred Stock is entitled to dividends at a rate of 5.625% per annum which will be payable, when and if declared by the board of directors of the Company, quarterly, in arrears, on February 15, May 15, August 15 and November 15 of each year. The Company may, at its option, pay dividends in cash, common stock or a combination thereof . During the three months ended March 31, 2017 , and 2016 the Company declared and accrued a cash dividend of $1.7 million and $1.7 million . Each share of Series A Convertible Preferred Stock is non-voting and has a liquidity preference over the Company's Class A common stock and ranks senior to all classes or series of the Company's Class A common stock, but junior to all of the Company's existing and future indebtedness with respect to divided rights and rights upon the Company's involuntary liquidation, dissolution or winding down. Each share of Series A Convertible Preferred Stock is convertible, at the option of the holder, into a number of shares of our Class A common stock equal to the liquidation preference of $1,000 divided by the conversion rate. The initial conversion rate (subsequent to the December 5, 2016 reverse stock split) is 38.0619 shares (which equates to $26.27 per share) of the Company's Class A common stock for each share of the Series A Convertible Preferred Stock. At any time on or after May 20, 2020, the Company may elect to convert all outstanding shares of the Series A Convertible Preferred Stock into shares of the Company’s Class A common stock, cash or a combination thereof, at the Company’s election, in each case, based on the then-applicable conversion rate, if the last reported sale price of the Company’s Class A common stock equals or exceeds 150% of the then-current conversion price on at least 20 trading days (whether or not consecutive) during the period of 30 consecutive trading days (including on the last trading day of such period) immediately prior to such election. At the time of conversion, the conversion rate may be adjusted based on certain events including but not limited to the issuance of cash dividends or Class A common stock as a dividends to the Company's Class A common shareholders or a share split or combination. In connection with the issuance and sale of the Series A Convertible Preferred Stock, the Company entered into a privately negotiated capped call option transaction (the “Capped Call Option Transaction”) with Nomura Global Financial Products Inc. (the “option counterparty”) for $15.9 million . The Capped Call Option Transaction is expected generally to reduce the potential dilution to the Company’s Class A common stock (if the Company elects to convert to common shares) and/or offset any cash payments that the Company is required to make upon conversion of any Series A Convertible Preferred Stock. The Capped Call Option Transaction has an initial effective strike price of $26.27 per share, which matches the initial conversion price of the Series A Convertible Preferred Stock, and a cap price of $33.54 per share. However, to the extent that the market price of Class A common stock, as measured under the terms of the Capped Call Option Transaction, exceeds the cap price thereof, there would nevertheless be dilution and/or such cash payments would not be offset. As the Capped Call Option Transaction is a free standing derivative that is indexed to the Company's own stock price and the Company controls if it is settled in cash or stock it qualifies for equity classification as a reduction to additional paid in capital. Treasury Stock Treasury stock of $158.3 million as of March 31, 2017 , compared to $153.8 million as of December 31, 2016 , resulted from $4.5 million acquired through repurchases of shares to cover employee minimum tax withholding obligations related to stock compensation vesting events under the Company's Equity Plan or other similar transactions. The following represents the activity relating to the treasury stock held by the Company during the three months ended March 31, 2017 : Treasury stock shares Cost Average cost per share Balance outstanding at December 31, 2016 9,810,802 $ 153,845 $ 15.68 Shares purchased for minimum tax withholding under the Equity Plan or other similar transactions 328,238 4,455 13.57 Purchase of treasury stock — — — Balance outstanding at March 31, 2017 10,139,040 $ 158,300 $ 15.61 |
Accumulated Other Comprehensive
Accumulated Other Comprehensive Income (Loss) (Notes) | 3 Months Ended |
Mar. 31, 2017 | |
Accumulated Other Comprehensive Income / (Loss) [Abstract] | |
Accumulated other comprehensive income (loss) | Accumulated Other Comprehensive Income (Loss) Accumulated other comprehensive income includes the after tax change in unrealized gains and losses on foreign currency translation adjustments. During the periods presented, the Company did not have material reclassifications out of other comprehensive income. Three Months Ended March 31, 2017 2016 (dollars in thousands) Beginning Balance $ (2 ) $ — Foreign currency translation (2 ) (3 ) Ending Balance $ (4 ) $ (3 ) |
Earnings Per Share
Earnings Per Share | 3 Months Ended |
Mar. 31, 2017 | |
Earnings Per Share [Abstract] | |
Earnings Per Share | Earnings Per Share The Company calculates its basic and diluted earnings per share in accordance with US GAAP. Basic earnings per share is calculated by dividing net income attributable to the Company's common stockholders by the weighted average number of common shares outstanding for the period. As of March 31, 2017 , there were 27,312,493 shares outstanding. The Company has included 162,176 fully vested, unissued restricted stock units in its calculation of basic earnings per share. As of December 5, 2016, share and per share amounts have been retroactively updated to reflect the one-for-four reverse stock split. Diluted earnings per common share are calculated by adjusting the weighted average outstanding shares to assume conversion of all potentially dilutive items. The Company uses the treasury stock method to reflect the potential dilutive effect of the warrants (see Note 4 (a)), unexercised stock options, unvested restricted shares, restricted stock units, and SAR's. In calculating the number of dilutive shares outstanding, the shares of common stock underlying unvested restricted shares and restricted stock units are assumed to have been delivered, and options and warrants are assumed to have been exercised, on the grant date. The assumed proceeds from the assumed vesting, delivery and exercising were calculated as the amount of compensation cost attributed to future services and not yet recognized. The Company can elect to settle the Series A Convertible Preferred Stock in shares, cash, or a combination of both. The Company's intent is to settle in cash and, based on current and projected liquidity needs, the Company has the ability to do so. The computation of earnings per share is as follows: Three Months Ended March 31, 2017 2016 (dollars in thousands, except per share data) Net income (loss) $ 12,089 $ (7,995 ) Net income (loss) attributable to redeemable non-controlling interests in consolidated subsidiaries and funds 9,105 (4,297 ) Net income (loss) attributable to Cowen Group, Inc. 2,984 (3,698 ) Preferred stock dividends 1,698 1,698 Net income (loss) attributable to Cowen Group, Inc. common stockholders $ 1,286 $ (5,396 ) Shares for basic and diluted calculations: Weighted average shares used in basic computation 27,061 26,591 Performance based restricted stock — — Stock appreciation rights 12 — Restricted stock 1,328 — Weighted average shares used in diluted computation 28,401 26,591 Earnings (loss) per share: Basic $ 0.05 $ (0.20 ) Diluted $ 0.05 $ (0.20 ) |
Segment Reporting
Segment Reporting | 3 Months Ended |
Mar. 31, 2017 | |
Segment Reporting [Abstract] | |
Segment Reporting | Segment Reporting The Company conducts its operations through two segments: the alternative investment segment and the broker‑dealer segment. These activities are conducted primarily in the United States and substantially all of its revenues are generated domestically. The performance measure for these segments is Economic Income (Loss), which management uses to evaluate the financial performance of and make operating decisions for the segments including determining appropriate compensation levels. Expenses not directly associated with specific segments are allocated based on the most relevant measures applicable, including headcount, square footage and other factors. In general, Economic Income (Loss) is a pre-tax measure that (i) eliminates the impact of consolidation for consolidated funds (ii) excludes goodwill and intangible impairment (iii) excludes certain other acquisition-related adjustments and/or reorganization expenses and (iv) excludes preferred stock dividends. In addition, Economic Income (Loss) revenues include investment income that represents the income the Company has earned in investing its own capital, including realized and unrealized gains and losses, interest and dividends, net of associated investment related expenses. For US GAAP purposes, these items are included in each of their respective line items. Economic Income (Loss) revenues also include management fees, incentive income and investment income earned through the Company's investment as a general partner in certain real estate entities and the Company's investment in the activist business. For US GAAP purposes, all of these items are recorded in other income (loss). In addition, Economic Income (Loss) expenses are reduced by reimbursement from affiliates, which for US GAAP purposes is presented gross as part of revenue. As further stated below, one major difference between Economic Income (Loss) and US GAAP net income (loss) is that Economic Income (Loss) presents the segments' results of operations without the impact resulting from the full consolidation of any of the Consolidated Funds. Consolidation of these funds results in including in income the pro rata share of the income or loss attributable to other owners of such entities which is reflected in net income (loss) attributable to redeemable non-controlling interest in consolidated subsidiaries in the accompanying condensed consolidated statements of operations. This pro rata share has no effect on the overall financial performance for the alternative investment segment, as ultimately, this income or loss is not income or loss for the alternative investment segment itself. Included in Economic Income (Loss) is the actual pro rata share of the income or loss attributable to the Company as an investor in such entities, which is relevant in management making operating decisions and evaluating financial performance. The following tables set forth operating results for the Company's alternative investment and broker-dealer segments and related adjustments necessary to reconcile the Company's Economic Income (Loss) measure to arrive at the Company's consolidated US GAAP net income (loss): Three Months Ended March 31, 2017 Adjustments Alternative Investment Broker-Dealer Total Economic Income/(Loss) Funds Consolidation Other Adjustments US GAAP (dollars in thousands) Revenues Investment banking $ — $ 36,553 $ 36,553 $ — $ — $ 36,553 Brokerage — 52,313 52,313 — (1,779 ) 50,534 Management fees 13,145 801 13,946 (527 ) (4,711 ) (a) 8,708 Incentive income (loss) 3,060 — 3,060 (489 ) (2,025 ) (a) 546 Investment income (loss) 15,149 6,477 21,626 — (21,626 ) (c)(f) — Interest and dividends — — — — 5,089 (c) 5,089 Reimbursement from affiliates — — — (78 ) 1,730 (e) 1,652 Aircraft lease revenue — — — — 1,059 (f) 1,059 Reinsurance premiums — — — — 7,089 (g) 7,089 Other revenue 819 285 1,104 — 296 (g) 1,400 Consolidated Funds revenues — — — 2,341 — 2,341 Total revenues 32,173 96,429 128,602 1,247 (14,878 ) 114,971 Expenses Non interest expense 23,191 93,967 117,158 (429 ) 8,751 (b)(d) 125,480 Interest and dividends 3,241 1,100 4,341 — 5,589 (c) 9,930 Consolidated Funds expenses — — — 4,963 — 4,963 Total expenses 26,432 95,067 121,499 4,534 14,340 140,373 Total other income (loss) — — — 11,674 27,728 (c) 39,402 Income taxes expense / (benefit) — — — — 1,911 (b) 1,911 (Income) loss attributable to redeemable non-controlling interests in consolidated subsidiaries and funds (1,645 ) — (1,645 ) (8,387 ) 927 (9,105 ) Economic Income (Loss) / Net Income (loss) attributable to Cowen Group, Inc. $ 4,096 $ 1,362 $ 5,458 $ — $ (2,474 ) $ 2,984 Three Months Ended March 31, 2016 Adjustments Alternative Investment Broker-Dealer Total Economic Income/(Loss) Funds Consolidation Other Adjustments US GAAP (dollars in thousands) Revenues Investment banking $ — $ 26,147 $ 26,147 $ — $ — $ 26,147 Brokerage — 52,867 52,867 — (1,932 ) 50,935 Management fees 16,128 775 16,903 (370 ) (5,503 ) (a) 11,030 Incentive income (loss) 6,920 — 6,920 (157 ) (5,652 ) (a) 1,111 Investment income (loss) 1,395 455 1,850 — (1,850 ) (c)(f) — Interest and dividends — — — — 3,653 (c) 3,653 Reimbursement from affiliates — — — (14 ) 3,901 (e) 3,887 Aircraft lease revenue — — — — 394 (f) 394 Reinsurance premiums — — — — 1,010 (g) 1,010 Other revenue 682 271 953 — 368 (g) 1,321 Consolidated Funds revenues — — — 1,551 — 1,551 Total revenues 25,125 80,515 105,640 1,010 (5,611 ) 101,039 Expenses Non interest expense 20,261 83,761 104,022 — 2,791 (b)(d) 106,813 Interest and dividends 3,183 1,090 4,273 — 3,037 (c) 7,310 Consolidated Funds expenses — — — 1,816 — 1,816 Total expenses 23,444 84,851 108,295 1,816 5,828 115,939 Total other income (loss) — — — (3,413 ) 6,998 (c) 3,585 Income taxes expense / (benefit) — — — — (3,320 ) (b) (3,320 ) (Income) loss attributable to redeemable non-controlling interests in consolidated subsidiaries and funds (2,227 ) — (2,227 ) 4,219 2,305 4,297 Economic Income (Loss) / Net Income (loss) attributable to Cowen Group, Inc. $ (546 ) $ (4,336 ) $ (4,882 ) $ — $ 1,184 $ (3,698 ) The following is a summary of the adjustments made to US GAAP net income (loss) for the segment to arrive at Economic Income (Loss): Funds Consolidation: The impacts of consolidation and the related elimination entries of the Consolidated Funds are not included in Economic Income (Loss). Adjustments to reconcile to US GAAP net income (loss) include elimination of incentive income and management fees earned from the Consolidated Funds and addition of fund expenses excluding management fees paid, fund revenues and investment income (loss). Other Adjustments: (a) Economic Income (Loss) recognizes revenues (i) net of distribution fees paid to agents and (ii) our proportionate share of management and incentive fees of certain real estate operating entities, the healthcare royalty business and the activist business. (b) Economic Income (Loss) excludes income taxes and acquisition related adjustments as management does not consider these items when evaluating the performance of the segment. (c) Economic Income (Loss) recognizes Company income from proprietary trading (including interest and dividends). (d) Economic Income (Loss) recognizes the Company's proportionate share of expenses, for certain real estate operating entities and the activist business, for which the investments are recorded under the equity method of accounting for investments. (e) Reimbursement from affiliates is shown as a reduction of Economic Income expenses, but is included as a part of revenues under US GAAP. (f) Aircraft lease revenue is shown net of expenses in other revenue for Economic Income (Loss). (g) Economic Income (Loss) recognizes underwriting income from the Company's insurance related activities, net of expenses, within other revenue. For the three months ended March 31, 2017 and 2016 , there was no one fund or other customer which represented more than 10% of the Company's total revenues. |
Regulatory Requirements
Regulatory Requirements | 3 Months Ended |
Mar. 31, 2017 | |
Brokers and Dealers [Abstract] | |
Regulatory Requirements | Regulatory Requirements As registered broker-dealers, Cowen and Company, ATM Execution and Cowen Prime are subject to the SEC's Uniform Net Capital Rule 15c3-1 (the “Rule”), which requires the maintenance of minimum net capital. Under the alternative method permitted by the Rule, Cowen and Company's minimum net capital requirement, as defined, is $1.0 million . Under the alternative method ATM Execution and Cowen Prime are required to maintain minimum net capital, as defined, equal to $250,000 . The broker-dealers are not permitted to withdraw equity if certain minimum net capital requirements are not met. As of March 31, 2017 , Cowen and Company had total net capital of approximately $93.2 million , which was approximately $92.2 million in excess of its minimum net capital requirement of $1.0 million . As of March 31, 2017 , ATM Execution had total net capital of approximately $2.3 million , which was approximately $2.0 million in excess of its minimum net capital requirement of $250,000 . As of March 31, 2017 , Cowen Prime had total net capital of approximately $7.3 million , which was approximately $7.1 million in excess of its minimum net capital requirement of $250,000 . Cowen and Company, ATM Execution and Cowen Prime claim exemption from the provisions of Rule 15c3-3 under the Securities Exchange Act of 1934 as their activities are limited to those set forth in the conditions for exemption appearing in paragraph (k)(2)(ii) of the Rule. Proprietary accounts of broker-dealers (“PAB”) held at the clearing broker are considered allowable assets for net capital purposes, pursuant to agreements between Cowen and Company, ATM Execution and Cowen Prime and the clearing brokers, which require, among other things, that the clearing brokers perform computations for PAB and segregate certain balances on behalf of Cowen and Company, ATM Execution and Cowen Prime, if applicable. Ramius UK and CIL are subject to the capital requirements of the Financial Conduct Authority (“FCA”) of the UK. Financial Resources, as defined, must exceed the requirement of the FCA . As of March 31, 2017 , Ramius UK's Financial Resources of $0.22 million exceeded its minimum requirement of $0.05 million by $0.17 million . As of March 31, 2017 , CIL's Financial Resources of $10.7 million exceeded its minimum requirement of $5.7 million by $5.0 million . Cowen’s Luxembourg reinsurance companies, Vianden RCG Re SCA (“Vianden”) and Hollenfels, are required to maintain a solvency capital ratio as calculated by relevant European Commission directives and local regulatory rules in Luxembourg. Each company’s solvency capital ratio as of March 31, 2017 was in excess of this minimum requirement. Based on minimum capital and surplus requirements pursuant to the laws of the state of New York that apply to captive insurance companies, RCG Insurance Company, Cowen’s captive insurance company incorporated and licensed in the state of New York, was required to maintain capital and surplus of approximately $0.3 million as of March 31, 2017 . RCG Insurance Company’s capital and surplus as of March 31, 2017 totaled approximately $20.9 million . |
Related Party Transactions
Related Party Transactions | 3 Months Ended |
Mar. 31, 2017 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Related Party Transactions The Company and its affiliated entities are the managing member, general partner and/or investment manager to the Company's alternative asset management products and certain managed accounts. Management fees and incentive income are primarily earned from affiliated entities. As of March 31, 2017 and December 31, 2016 , $12.4 million and $12.6 million , respectively, included in fees receivable are earned from related parties. The Company may, at its discretion, reimburse certain fees charged to the funds that it manages to avoid duplication of fees when such funds have an underlying investment in another affiliated investment fund. For the three months ended March 31, 2017 , the Company reimbursed the funds it manages $0.1 million , which were recorded net in management fees and incentive income in the accompanying condensed consolidated statements of operation. For the three months ended March 31, 2016, these amounts were immaterial. As of March 31, 2017 and December 31, 2016 , related amounts still payable were $0.1 million and $0.3 million , respectively, and were reflected in fees payable in the accompanying condensed consolidated statements of financial condition. Fees receivable and fees payable are recorded at carrying value, which approximates fair value. The Company may also make loans to employees or other affiliates, excluding executive officers of the Company. These loans are interest bearing and settle pursuant to the agreed-upon terms with such employees or affiliates and are included in due from related parties in the accompanying condensed consolidated statements of financial condition. As of March 31, 2017 and December 31, 2016 , loans to employees of $12.5 million and $9.2 million , respectively, were included in due from related parties on the accompanying condensed consolidated statements of financial condition. Of these amounts $5.5 million and $3.3 million , respectively, are related to forgivable loans. These forgivable loans provide for a cash payment up-front to employees, with the amount due back to the Company forgiven over a vesting period. An employee that voluntarily ceases employment, or is terminated with cause, is generally required to pay back to the Company any unvested forgivable loans granted to them. The forgivable loans are recorded as an asset to the Company on the date of grant and payment, and then amortized to compensation expense on a straight-line basis over the vesting period. The vesting period on forgivable loans is generally one to three years. The Company recorded compensation expense of $0.4 million and $0.6 million , for the three months ended March 31, 2017 and 2016 , respectively. This expense is included in employee compensation and benefits in the accompanying condensed consolidated statement of operations. For the three months ended March 31, 2017 and 2016 , the interest income was insignificant for all related party loans and advances. Included in due to related parties is approximately $0.6 million and $0.7 million as of March 31, 2017 and December 31, 2016 , respectively, related to a subordination agreement with an investor in certain real estate funds. This total is based on a hypothetical liquidation of the real estate funds as of the balance sheet date. As of March 31, 2017 and December 31, 2016 , included in due from related parties is $18.4 million and $18.7 million , respectively, related to the sales of portions of the Company's ownership interest in the activist business of Starboard Value to the Starboard principals. It is being financed through the profits of the relevant Starboard entities over a five year period and earns interest at 5% per annum. The interest income for the three months ended March 31, 2017 and 2016, was $0.2 million and $0.2 million , respectively. The remaining balance included in due from related parties of $11.9 million and $11.8 million as of March 31, 2017 and December 31, 2016 , respectively, relates to amounts due to the Company from affiliated funds and real estate entities due to expenses paid on their behalf. Employees and certain other related parties invest on a discretionary basis within consolidated entities. These investments generally are subject to preferential management fee and performance fee arrangements. As of March 31, 2017 and December 31, 2016 , such investments aggregated $ 27.9 million and $ 32.9 million , respectively, were included in redeemable non-controlling interests on the accompanying condensed consolidated statements of financial condition. Their share of the net income (loss) attributable to redeemable non-controlling interests in consolidated subsidiaries and funds aggregated $ 1.9 million and $ 0.3 million for the three months ended March 31, 2017 and 2016 , respectively. |
Guarantees and Off-Balance Shee
Guarantees and Off-Balance Sheet Arrangements | 3 Months Ended |
Mar. 31, 2017 | |
Guarantees and Off Balance Sheet Arrangements [Abstract] | |
Guarantees and Off-Balance Sheet Arrangements | Guarantees and Off-Balance Sheet Arrangements Guarantees US GAAP requires the Company to disclose information about its obligations under certain guarantee arrangements. Those standards define guarantees as contracts and indemnification agreements that contingently require a guarantor to make payments to the guaranteed party based on changes in an underlying security (such as an interest or foreign exchange rate, security or commodity price, an index or the occurrence or nonoccurrence of a specified event) related to an asset, liability or equity security of a guaranteed party. Those standards also define guarantees as contracts that contingently require the guarantor to make payments to the guaranteed party based on another entity's failure to perform under an agreement as well as indirect guarantees of the indebtedness of others. In the normal course of its operations, the Company enters into contracts that contain a variety of representations and warranties and which provide general indemnifications. The Company's maximum exposure under these arrangements is unknown as this would involve future claims that may be made against the Company that have not yet occurred. However, based on experience, the Company expects the risk of loss to be remote. The Company indemnifies and guarantees certain service providers, such as clearing and custody agents, trustees and administrators, against specified potential losses in connection with their acting as an agent of, or providing services to, the Company or its affiliates. The Company also indemnifies some clients against potential losses incurred in the event specified third-party service providers, including sub-custodians and third-party brokers, improperly execute transactions. The maximum potential amount of future payments that the Company could be required to make under these indemnifications cannot be estimated. However, the Company believes that it is unlikely it will have to make significant payments under these arrangements and has not recorded any contingent liability in the condensed consolidated financial statements for these indemnifications. The Company also provides representations and warranties to counterparties in connection with a variety of commercial transactions and occasionally indemnifies them against potential losses caused by the breach of those representations and warranties. The Company may also provide standard indemnifications to some counterparties to protect them in the event additional taxes are owed or payments are withheld, due either to a change in or adverse application of certain tax laws. These indemnifications generally are standard contractual terms and are entered into in the normal course of business. The maximum potential amount of future payments that the Company could be required to make under these indemnifications cannot be estimated. However, the Company believes it is unlikely it will have to make material payments under these arrangements and has not recorded any contingent liability in the accompanying condensed consolidated financial statements for these indemnifications. Off-Balance Sheet Arrangements The Company has no material off-balance sheet arrangements as of March 31, 2017 and December 31, 2016 . However, through indemnification provisions in the clearing agreement, customer activities may expose the Company to off-balance-sheet credit risk. Pursuant to the clearing agreement, the Company is required to reimburse the Company's clearing broker, without limit, for any losses incurred due to a counterparty's failure to satisfy its contractual obligations. However, these transactions are collateralized by the underlying security, thereby reducing the associated risk to changes in the market value of the security through the settlement date. In addition, during the normal course of business, the Company has exposure to a number of risks including market risk, currency risk, credit risk, operational risk, liquidity risk and legal risk. As part of the Company's risk management process, these risks are monitored on a regular basis throughout the course of the year. |
Subsequent Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2017 | |
Subsequent Events [Abstract] | |
Subsequent Events | Subsequent Events On April 3, 2017, the Company announced the signing of a definitive agreement (the “Purchase Agreement”) pursuant to which it will acquire one hundred percent of the issued and outstanding equity securities of ConvergEx Group, LLC (“ConvergEx”) from private equity firm GTCR, Bank of New York Mellon, and other shareholders, for a total consideration, less certain closing adjustments, of $116 million , at least 50% of which will be paid in cash with the remainder (to be determined in the Company’s sole discretion) to be paid in shares of the Company’s Class A common stock. The Purchase Agreement contains customary representations, warranties and covenants. The transaction is expected to close by the end of the second quarter of 2017, subject to satisfaction of customary closing conditions. The Company has evaluated events that have occurred after the balance sheet date but before the financial statements are issued and has determined that there were no additional subsequent events requiring adjustment or disclosure in the condensed consolidated financial statements. |
Significant Accounting Polici29
Significant Accounting Policies - Quarterly (Policies) | 3 Months Ended |
Mar. 31, 2017 | |
Accounting Policies [Abstract] | |
Significant Accounting Policies | Significant Accounting Policies a. Basis of Presentation These unaudited condensed consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United States of America ("US GAAP") as promulgated by the Financial Accounting Standards Board ("FASB") through Accounting Standards Codification as the source of authoritative accounting principles in the preparation of financial statements, and include the accounts of the Company, its operating and other subsidiaries, and entities in which the Company has a controlling financial interest or a general partner interest. All material intercompany transactions and balances have been eliminated on consolidation. Certain fund entities that are consolidated in these accompanying condensed consolidated financial statements, as further discussed below, are not subject to the consolidation provisions with respect to their own controlled investments pursuant to their specialized accounting. The Company serves as the managing member/general partner and/or investment manager to affiliated fund entities which it sponsors and manages. Funds in which the Company has a controlling financial interest are consolidated with the Company pursuant to US GAAP as described below. Consequently, the Company's condensed consolidated financial statements reflect the assets, liabilities, income and expenses of these funds on a gross basis. The ownership interests in these funds that are not owned by the Company are reflected as redeemable non-controlling interests in consolidated subsidiaries in the accompanying condensed consolidated financial statements. The management fees and incentive income earned by the Company from these funds are eliminated in consolidation. Certain reclassifications have been made to prior period amounts in order to conform to current period presentation. The year-end condensed balance sheet data was derived from the audited financial statements, but does not include all disclosures included in the audited financial statements. b. Principles of consolidation The Company consolidates all entities that it controls through a majority voting interest or otherwise, including those funds in which the Company either directly or indirectly has a controlling financial interest. In addition, the Company consolidates all variable interest entities for which it is the primary beneficiary. In accordance with these standards, the Company presently consolidates six funds for which it acts as the general partner and investment manager. As of March 31, 2017 the Company consolidated the following funds: Ramius Enterprise LP (“Enterprise LP”), Ramius Merger Fund LLC (the "Merger Fund"), Cowen Private Investments LP ("Cowen Private"), Caerus Select Fund LP ("Caerus LP") (between May 1, 2016 through March 1, 2017 when the fund was liquidated), Ramius Archview Credit and Distressed Master Fund ("Archview Master Fund") and Ramius Merger Arbitrage UCITS Fund ("UCITS Fund") (collectively the "Consolidated Funds"). The Company determines whether it has a controlling financial interest in an entity by first evaluating whether the entity is a voting operating entity ("VOE") or a variable interest entity ("VIE") under US GAAP. Voting Operating Entities — VOEs are entities in which (i) the total equity investment at risk is sufficient to enable the entity to finance its activities independently and (ii) the equity holders at risk have the obligation to absorb losses, the right to receive residual returns and the right to direct the activities of the entity that most significantly impact the entity's economic performance. Under US GAAP, the usual condition for a controlling financial interest in a VOE is ownership of a majority voting interest. Accordingly, the Company consolidates all VOEs in which it owns a majority of the entity's voting shares or units. Variable Interest Entities— VIEs are entities that lack one or more of the characteristics of a VOE. In accordance with US GAAP, an enterprise must consolidate all VIEs of which it is the primary beneficiary. Under the US GAAP consolidation model for VIEs, an enterprise that (1) has the power to direct the activities of a VIE that most significantly impacts the VIE's economic performance, and (2) has an obligation to absorb losses or the right to receive benefits from the VIE that could potentially be significant to the VIE, is considered to be the primary beneficiary of the VIE and thus is required to consolidate it. The Company reconsiders whether it is the primary beneficiary of a VIE by performing a periodic qualitative and/or quantitative analysis of the VIE that includes a review of, among other things, its capital structure, contractual agreements between the Company and the VIE, the economic interests that create or absorb variability, related party relationships and the design of the VIE. As of March 31, 2017 and December 31, 2016 , the total net assets of the consolidated VIEs were $468.7 million and $461.6 million , respectively. The VIEs act as investment managers and/or investment companies that may be managed by the Company or the Company may have equity interest in those investment companies. The VIEs are financed through their operations and/or loan agreements with the Company. As of March 31, 2017 the Company holds variable interests in Ramius Enterprise Master Fund Ltd (“Enterprise Master”), Ramius Merger Master Fund Ltd ("Merger Master") and Caerus Select Master Fund Ltd ("Caerus Master") (between May 1, 2016 through March 1, 2017 when the fund was liquidated) (collectively the “Unconsolidated Master Funds”) through the Consolidated Funds. Investment companies, which account for their investments under the specialized industry accounting guidance for investment companies prescribed under US GAAP, are not subject to the consolidation provisions for their investments. Therefore, the Company has not consolidated the Unconsolidated Master Funds. In the ordinary course of business, the Company also sponsors various other entities that it has determined to be VIEs. These VIEs are primarily funds and real estate entities for which the Company serves as the general partner, managing member and/or investment manager with decision-making rights. The Company does not consolidate the Unconsolidated Master Funds or real estate entities that are VIEs as it has concluded that it is not the primary beneficiary in each instance. Fund investors are entitled to all of their economics of these VIEs with the exception of the management fee and incentive income, if any, earned by the Company. The Company's involvement with funds and real estate entities that are unconsolidated VIEs is limited to providing investment management services in exchange for management fees and incentive income. Although the Company may advance amounts and pay certain expenses on behalf of the funds and real estate entities that it considers to be VIEs, it does not provide, nor is it required to provide, any type of substantive financial support to these entities outside of regular investment management services (see Note 4 for additional disclosures on VIEs). Equity Method Investments — For operating entities over which the Company exercises significant influence but which do not meet the requirements for consolidation as outlined above, the Company uses the equity method of accounting. The Company's investments in equity method investees are recorded in other investments in the accompanying condensed consolidated statements of financial condition. The Company's share of earnings or losses from equity method investees is included in net gains (losses) on securities, derivatives and other investments in the accompanying condensed consolidated statements of operations. The Company evaluates its equity method investments for impairment whenever events or changes in circumstances indicate that the carrying amounts of such investments may not be recoverable. The difference between the carrying value of the equity method investment and its estimated fair value is recognized as an impairment charge when the loss in value is deemed other than temporary. Other — If the Company does not consolidate an entity, apply the equity method of accounting or account for an investment under the cost method, the Company accounts for such entities (primarily, all securities of such entity which are bought and held principally for the purpose of selling them in the near term as trading securities) in accordance with US GAAP, at fair value with unrealized gains (losses) resulting from changes in fair value reflected within net gains (losses) on securities, derivatives and other investments in the accompanying condensed consolidated statements of operations. Retention of Specialized Accounting — The Consolidated Funds and certain other consolidated companies are investment companies and apply specialized industry accounting for investment companies. The Company has retained this specialized accounting for these funds pursuant to US GAAP. The Company reports its investments on the condensed consolidated statements of financial condition at their estimated fair value, with unrealized gains (losses) resulting from changes in fair value reflected within net realized and unrealized gains (losses) on investments and other transactions. Accordingly, the accompanying condensed consolidated financial statements reflect different accounting policies for investments depending on whether or not they are held through a consolidated investment company. In addition, the Company's broker-dealer subsidiaries , Cowen and Company, LLC ("Cowen and Company"), ATM Execution LLC ("ATM Execution"), Cowen International Limited ("CIL"), Ramius UK Ltd. ("Ramius UK") and Cowen Prime Services LLC ("Cowen Prime") apply the specialized industry accounting for brokers and dealers in securities also prescribed under US GAAP. The Company also retains specialized accounting upon consolidation. c. Use of estimates The preparation of the accompanying condensed consolidated financial statements in conformity with US GAAP requires the management of the Company to make estimates and assumptions that affect the fair value of securities and other investments, the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the accompanying condensed consolidated financial statements, the accounting for goodwill and identifiable intangible assets and the reported amounts of revenues and expenses during the reporting period. Actual results could materially differ from those estimates. d. Valuation of investments and derivative contracts US GAAP establishes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (level 1 measurements) and the lowest priority to unobservable inputs (level 3 measurements). The three levels of the fair value hierarchy are as follows: Level 1 Inputs that reflect unadjusted quoted prices in active markets for identical assets or liabilities that the Company has the ability to access at the measurement date; Level 2 Inputs other than quoted prices that are observable for the asset or liability either directly or indirectly, including inputs in markets that are not considered to be active; and Level 3 Fair value is determined based on pricing inputs that are unobservable and includes situations where there is little, if any, market activity for the asset or liability. The determination of fair value for assets and liabilities in this category requires significant management judgment or estimation. Inputs are used in applying the various valuation techniques and broadly refer to the assumptions that market participants use to make valuation decisions, including assumptions about risk. Inputs may include price information, volatility statistics, specific and broad credit data, liquidity statistics, and other factors. A financial instrument's level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. However, the determination of what constitutes “observable” requires significant judgment by the Company. The Company considers observable data to be that market data which is readily available, regularly distributed or updated, reliable and verifiable, not proprietary, and provided by independent sources that are actively involved in the relevant market. The categorization of a financial instrument within the hierarchy is based upon the pricing transparency of the instrument and does not necessarily correspond to the Company's perceived risk of that instrument. The Company and its operating subsidiaries act as the manager for the Consolidated Funds. Both the Company and the Consolidated Funds hold certain investments which are valued by the Company, acting as the investment manager. The fair value of these investments is generally estimated based on proprietary models developed by the Company, which include discounted cash flow analysis, public market comparables, and other techniques and may be based, at least in part, on independently sourced market information. The material estimates and assumptions used in these models include the timing and expected amount of cash flows, the appropriateness of discount rates used, and, in some cases, the ability to execute, timing of, and estimated proceeds from expected financings. Significant judgment and estimation goes into the selection of an appropriate valuation methodology as well as the assumptions used in these models, and the timing and actual values realized with respect to investments could be materially different from values derived based on the use of those estimates. The valuation methodologies applied impact the reported value of the Company's investments and the investments held by the Consolidated Funds in the condensed consolidated financial statements. Certain of the Company's investments are relatively illiquid or thinly traded and may not be immediately liquidated on demand if needed. Fair values assigned to these investments may differ significantly from the fair values that would have been used had a ready market for the investments existed and such differences could be material . The Company primarily uses the “market approach” to value its financial instruments measured at fair value. In determining an instrument's level within the hierarchy, the Company categorizes the Company's financial instruments into three categories: securities, derivative contracts and other investments. To the extent applicable, each of these categories can further be divided between those held long or sold short. The Company has the option to measure certain financial assets and financial liabilities at fair value with changes in fair value recognized in earnings each period. The election is made on an instrument by instrument basis at initial recognition of an asset or liability or upon an event that gives rise to a new basis of accounting for that instrument. The Company has elected the fair value option for certain of its investments held by its operating companies. This option has been elected because the Company believes that it is consistent with the manner in which the business is managed as well as the way that financial instruments in other parts of the business are recorded. Securities — Securities with values based on quoted market prices in active markets for identical assets are classified within level 1 of the fair value hierarchy. These securities include active listed equities, certain U.S. government and sovereign obligations, ETF's, mutual funds and certain money market securities. The Company does not adjust the quoted price for such instruments, even in situations where the Company holds a large position and a sale could reasonably impact the quoted price. Certain positions for which trading activity may not be readily visible, consisting primarily of convertible debt, corporate debt and loans and restricted equities, are stated at fair value and classified within level 2 of the fair value hierarchy. The estimated fair values assigned by management are determined in good faith and are based on available information considering, trading activity, broker quotes, quotations provided by published pricing services, counterparties and other market participants, and pricing models using quoted inputs, and do not necessarily represent the amounts which might ultimately be realized. As level 2 investments include positions that are not always traded in active markets and/or are subject to transfer restrictions, valuations may be adjusted to reflect illiquidity and/or non-transferability. Derivative contracts — Derivative contracts can be exchange-traded or privately negotiated over-the-counter (“OTC”). Exchange-traded derivatives, such as futures contracts and exchange-traded option contracts, are typically classified within level 1 or level 2 of the fair value hierarchy depending on whether or not they are deemed to be actively traded. OTC derivatives, such as generic forwards, swaps and options, have inputs which can generally be corroborated by market data and are therefore classified within level 2. OTC derivatives, such as swaps and options where market data is not readily available or observable are classified as level 3. Other investments — Other investments consist primarily of portfolio funds, real estate investments and equity method investments, which are valued as follows : i. Portfolio funds— Portfolio funds (“Portfolio Funds”) include interests in funds and investment companies which may be managed by the Company or its affiliates. The Company follows US GAAP regarding fair value measurements and disclosures relating to investments in certain entities that calculate net asset value (“NAV”) per share (or its equivalent). The guidance permits, as a practical expedient, an entity holding investments in certain entities that either are investment companies as defined by the AICPA Audit and Accounting Guide, Investment Companies, or have attributes similar to an investment company, and calculate net asset value per share or its equivalent for which the fair value is not readily determinable, to measure the fair value of such investments on the basis of that NAV per share, or its equivalent, without adjustment. In accordance with US GAAP, investments which are valued using NAV per share as a practical expedient are not categorized within the fair value hierarchy. ii. Real estate investments— Real estate debt and equity investments are valued at fair value. The fair value of real estate investments are estimated based on the price that would be received to sell an asset in an orderly transaction between marketplace participants at the measurement date. Real estate investments without a public market are valued based on assumptions and valuation techniques used by the Company. Such valuation techniques may include discounted cash flow analysis, prevailing market capitalization rates or earnings multiples applied to earnings from the investment, analysis of recent comparable sales transactions, actual sale negotiations and bona fide purchase offers received from third parties, consideration of the amount that currently would be required to replace the asset, as adjusted for obsolescence, as well as independent external appraisals. In general, the Company considers several valuation techniques when measuring the fair value of a real estate investment. However, in certain circumstances, a single valuation technique may be appropriate. Real estate investments are reviewed on a quarterly basis by the Company for significant changes at the property level or a significant change in the overall market which would impact the value of the real estate investment resulting in unrealized appreciation or depreciation. Real estate and capital markets are cyclical in nature. Property and investment values are affected by, among other things, the availability of capital, occupancy rates, rental rates and interest and inflation rates. In addition, the Company invests in real estate and real estate related investments for which no liquid market exists. The market prices for such investments may be volatile and may not be readily ascertainable. Amounts ultimately realized by the Company from investments sold may differ from the fair values presented, and the differences could be material. The Company's real estate investments are typically categorized as level 3 investments within the fair value hierarchy as management uses significant unobservable inputs in determining their estimated fair value. See Notes 4 and 5 for further information regarding the Company's investments, including equity method investments, and fair value measurements. e. Fixed Assets Fixed assets are stated at cost less accumulated depreciation or amortization. Leasehold improvements are amortized on a straight-line basis over the lesser of their useful life or lease term. When the Company commits to a plan to abandon fixed assets or leasehold improvements before the end of its original useful life, the estimated depreciation or amortization period is revised to reflect the shortened useful life of the asset. Other fixed assets are depreciated on a straight-line basis over their estimated useful lives. Aircraft and related equipment, which are leased out under operating leases, are carried at cost less accumulated depreciation and are depreciated to estimated residual value using the straight-line method over the lease term or estimated useful life of the asset. Any assets received at the end of the lease are marked to the lower of cost or fair value with the adjustment recorded in other income. Asset Depreciable Lives Principal Method Telephone and computer equipment 3-8 years Straight-line Computer software 3-7 years Straight-line Furniture and fixtures 5-8 years Straight-line Leasehold improvements 5-15 years Straight-line Capitalized lease asset 5 years Straight-line Aircraft and related equipment 10-20 years Straight-line Modifications to aircraft 4-10 years Straight-line f. Debt Long-term debt is carried at the principal amount borrowed net of any discount/premium. The discount is accreted to interest expense using the effective interest method over the remaining life of the underlying debt obligations. Accrued but unpaid coupon interest is included in accrued expenses and other liabilities in the accompanying condensed consolidated statements of financial condition. The Company adopted a new accounting pronouncement, during the first quarter of 2016, which reclassified the unamortized debt issuance costs in the Company's previously reported condensed consolidated statements of financial condition from other assets to a direct reduction from the carrying amount of the debt. g. Deferred rent Deferred rent primarily consists of step rent, allowances from landlords and valuing the Company's lease properties in accordance with US GAAP. Step rent represents the difference between actual operating lease payments due and straight-line rent expense, which is recorded by the Company over the term of the lease, including the build-out period. This amount is recorded as deferred rent in the early years of the lease, when cash payments are generally lower than straight-line rent expense, and reduced in the later years of the lease when payments begin to exceed the straight-line expense. Landlord allowances are generally comprised of amounts received and/or promised to the Company by landlords and may be received in the form of cash or free rent. These allowances are part of the negotiated terms of the lease. The Company records a receivable from the landlord and a deferred rent liability when the allowances are earned. This deferred rent is amortized into income (through lower rent expense) over the term (including the pre-opening build-out period) of the applicable lease, and the receivable is reduced as amounts are received from the landlord. Liabilities resulting from valuing the Company's leased properties acquired through business combinations are quantified by comparing the current fair value of the leased space to the current rental payments on the date of acquisition. Deferred rent, included in accounts payable, accrued expenses and other liabilities in the accompanying condensed consolidated statements of financial condition, as of March 31, 2017 and December 31, 2016 is $10.0 million and $10.3 million , respectively. h. Recently issued accounting pronouncements In March 2017, the FASB issued guidance to amend the amortization period for certain purchased callable debt securities held at a premium. Under current guidance, entities generally amortize the premium as an adjustment of yield over the contractual life of the instrument. The new guidance shortened the amortization period for the premium to the earliest call date. The amendments do not require an accounting change for securities held at a discount; the discount continues to be amortized to maturity. The amendments in this guidance are effective for public business entities for fiscal years beginning after December 15, 2018 and interim periods within those fiscal years. The Company is currently evaluating the impact of this guidance on the Company’s condensed consolidated financial statements and does not expect this guidance to have a material impact on its condensed statement of financial condition or its condensed statement of operations as the Company does not hold any material callable debt securities. In January 2017, the FASB issued guidance that simplifies the subsequent measurement of goodwill. The new guidance eliminated Step 2 from the goodwill impairment test which was required in computing the implied fair value of goodwill. Instead, under the new amendments, an entity should perform its annual or interim goodwill impairment test by comparing the fair value of a reporting unit with its carrying amount. An entity should recognize an impairment charge for the amount by which the carrying amount exceeds the reporting unit’s fair value, however, the loss recognized should not exceed the total amount of goodwill allocated to that reporting unit. If applicable, an entity should consider income tax effects from any tax deductible goodwill on the carrying amount of the reporting unit when measuring the goodwill impairment loss. The amendments in this guidance are effective for public business entities for annual and interim goodwill impairment tests performed in fiscal years beginning after December 15, 2019 with early adoption permitted after January 1, 2017. The Company is currently evaluating the impact of this guidance on the Company’s condensed consolidated financial statements. The Company expects this guidance to simplify its goodwill impairment analysis. In January 2017, the FASB issued guidance which clarifies the definition of a business with the objective of adding guidance to assist entities with evaluating whether transactions should be accounted for as acquisitions (or disposals) of assets or businesses. Under the current guidance, there are three elements of a business-inputs, processes, and outputs. While an integrated set of assets and activities (collectively, a “set”) that is a business usually has outputs, outputs are not required to be present. In addition, all the inputs and processes that a seller uses in operating a set are not required if market participants can acquire the set and continue to produce outputs, for example, by integrating the acquired set with their own inputs and processes. The new guidance provides a screen to determine when a set is not a business. The screen requires that when substantially all of the fair value of the gross assets acquired (or disposed of) is concentrated in a single identifiable asset or a group of similar identifiable assets, the set is not a business. For public business entities, the guidance is effective prospectively for fiscal years beginning after December 15, 2017 and interim periods within those fiscal years. The Company is currently evaluating the impact of this guidance on the Company’s condensed consolidated financial statements and may use the new definition for its future business combination activities. In November 2016, the FASB issued guidance which reduces the diversity in practice as to how changes in restricted cash are presented and classified in the statement of cash flows. The guidance requires that a statement of cash flows explain the change during the period in the total of cash, cash equivalents, and amounts generally described as restricted cash or restricted cash equivalents. Therefore, amounts generally described as restricted cash and restricted cash equivalents should be included with cash and cash equivalents when reconciling the beginning-of-period and end-of-period total amounts shown on the statement of cash flows. The guidance does not provide a definition of restricted cash or restricted cash equivalents. For public business entities, the guidance is effective prospectively for fiscal years beginning after December 15, 2017 and interim periods within those fiscal years. The Company currently presents its restricted cash and changes in its restricted cash, separately on its condensed consolidated statement of financial condition and condensed consolidated statements of cash flows respectively. The Company is currently evaluating the impact of this guidance on the Company’s condensed consolidated financial statements. Since the guidance only affects the presentation of restricted cash on the statement of cash flows, the Company does not expect this guidance to have any impact on its consolidated financial statements. In August 2016, the FASB issued guidance which reduces the diversity in practice as to how certain cash receipts and cash payments are presented and classified in the statement of cash flows. This guidance addresses eight specific cash flow issues with the objective of reducing the existing and potential future diversity in practice. The amendments in this guidance are effective for public business entities for fiscal years beginning after December 15, 2017 and interim periods within those fiscal years. The Company is currently evaluating the impact of this guidance on the Company’s cash flows presentation. Since the guidance only affects the presentation of statement of cash flows, the Company does not expect this guidance to have any impact on consolidated financial statements. The Company notes that its current presentation is already in line with most of the specific cash flow issues identified in the guidance. In May 2014, the FASB issued guidance which amends and supersedes the revenue recognition requirements and most industry-specific guidance and creates a single source of revenue guidance. The new guidance outlines the principles an entity must apply to measure and recognize revenue and related cash flows. The guidance also provides a model for the measurement and recognition of gains and losses on the sale of certain non-financial assets. The guidance is effective for reporting periods beginning after December 15, 2017. In July 2015, the FASB confirmed a deferral of the effective date by one year, with early adoption on the original effective date permitted. In 2016, the FASB issued various new guidance to clarify the implementation guidance on principal versus agent considerations, revenue from contracts with customers and identifying performance obligations and licensing implementation. The Company is currently evaluating the impact of this guidance on the Company’s financial condition, results of operations and cash flows. In February 2016, the FASB issued guidance which amends and supersedes its previous guidance regarding leases. The new guidance requires the lessee to recognize the right to use assets and lease liabilities that arise from leases and present them in its statement of financial condition. The recognition of these lease assets and lease liabilities represents a change from previous GAAP, which did not require lease assets and lease liabilities to be recognized for most leases. The recognition, measurement, and presentation of expenses and cash flows arising from a lease by a lessee have not significantly changed from previous GAAP. There continues to be a differentiation between finance leases and operating leases. However, the principal difference from previous guidance is that the lease |
Basis of presentation | Basis of Presentation These unaudited condensed consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United States of America ("US GAAP") as promulgated by the Financial Accounting Standards Board ("FASB") through Accounting Standards Codification as the source of authoritative accounting principles in the preparation of financial statements, and include the accounts of the Company, its operating and other subsidiaries, and entities in which the Company has a controlling financial interest or a general partner interest. All material intercompany transactions and balances have been eliminated on consolidation. Certain fund entities that are consolidated in these accompanying condensed consolidated financial statements, as further discussed below, are not subject to the consolidation provisions with respect to their own controlled investments pursuant to their specialized accounting. The Company serves as the managing member/general partner and/or investment manager to affiliated fund entities which it sponsors and manages. Funds in which the Company has a controlling financial interest are consolidated with the Company pursuant to US GAAP as described below. Consequently, the Company's condensed consolidated financial statements reflect the assets, liabilities, income and expenses of these funds on a gross basis. The ownership interests in these funds that are not owned by the Company are reflected as redeemable non-controlling interests in consolidated subsidiaries in the accompanying condensed consolidated financial statements. The management fees and incentive income earned by the Company from these funds are eliminated in consolidation. Certain reclassifications have been made to prior period amounts in order to conform to current period presentation. The year-end condensed balance sheet data was derived from the audited financial statements, but does not include all disclosures included in the audited financial statements. |
Principles of consolidation | Principles of consolidation The Company consolidates all entities that it controls through a majority voting interest or otherwise, including those funds in which the Company either directly or indirectly has a controlling financial interest. In addition, the Company consolidates all variable interest entities for which it is the primary beneficiary. In accordance with these standards, the Company presently consolidates six funds for which it acts as the general partner and investment manager. As of March 31, 2017 the Company consolidated the following funds: Ramius Enterprise LP (“Enterprise LP”), Ramius Merger Fund LLC (the "Merger Fund"), Cowen Private Investments LP ("Cowen Private"), Caerus Select Fund LP ("Caerus LP") (between May 1, 2016 through March 1, 2017 when the fund was liquidated), Ramius Archview Credit and Distressed Master Fund ("Archview Master Fund") and Ramius Merger Arbitrage UCITS Fund ("UCITS Fund") (collectively the "Consolidated Funds"). The Company determines whether it has a controlling financial interest in an entity by first evaluating whether the entity is a voting operating entity ("VOE") or a variable interest entity ("VIE") under US GAAP. Voting Operating Entities — VOEs are entities in which (i) the total equity investment at risk is sufficient to enable the entity to finance its activities independently and (ii) the equity holders at risk have the obligation to absorb losses, the right to receive residual returns and the right to direct the activities of the entity that most significantly impact the entity's economic performance. Under US GAAP, the usual condition for a controlling financial interest in a VOE is ownership of a majority voting interest. Accordingly, the Company consolidates all VOEs in which it owns a majority of the entity's voting shares or units. Variable Interest Entities— VIEs are entities that lack one or more of the characteristics of a VOE. In accordance with US GAAP, an enterprise must consolidate all VIEs of which it is the primary beneficiary. Under the US GAAP consolidation model for VIEs, an enterprise that (1) has the power to direct the activities of a VIE that most significantly impacts the VIE's economic performance, and (2) has an obligation to absorb losses or the right to receive benefits from the VIE that could potentially be significant to the VIE, is considered to be the primary beneficiary of the VIE and thus is required to consolidate it. The Company reconsiders whether it is the primary beneficiary of a VIE by performing a periodic qualitative and/or quantitative analysis of the VIE that includes a review of, among other things, its capital structure, contractual agreements between the Company and the VIE, the economic interests that create or absorb variability, related party relationships and the design of the VIE. As of March 31, 2017 and December 31, 2016 , the total net assets of the consolidated VIEs were $468.7 million and $461.6 million , respectively. The VIEs act as investment managers and/or investment companies that may be managed by the Company or the Company may have equity interest in those investment companies. The VIEs are financed through their operations and/or loan agreements with the Company. As of March 31, 2017 the Company holds variable interests in Ramius Enterprise Master Fund Ltd (“Enterprise Master”), Ramius Merger Master Fund Ltd ("Merger Master") and Caerus Select Master Fund Ltd ("Caerus Master") (between May 1, 2016 through March 1, 2017 when the fund was liquidated) (collectively the “Unconsolidated Master Funds”) through the Consolidated Funds. Investment companies, which account for their investments under the specialized industry accounting guidance for investment companies prescribed under US GAAP, are not subject to the consolidation provisions for their investments. Therefore, the Company has not consolidated the Unconsolidated Master Funds. In the ordinary course of business, the Company also sponsors various other entities that it has determined to be VIEs. These VIEs are primarily funds and real estate entities for which the Company serves as the general partner, managing member and/or investment manager with decision-making rights. The Company does not consolidate the Unconsolidated Master Funds or real estate entities that are VIEs as it has concluded that it is not the primary beneficiary in each instance. Fund investors are entitled to all of their economics of these VIEs with the exception of the management fee and incentive income, if any, earned by the Company. The Company's involvement with funds and real estate entities that are unconsolidated VIEs is limited to providing investment management services in exchange for management fees and incentive income. Although the Company may advance amounts and pay certain expenses on behalf of the funds and real estate entities that it considers to be VIEs, it does not provide, nor is it required to provide, any type of substantive financial support to these entities outside of regular investment management services (see Note 4 for additional disclosures on VIEs). Equity Method Investments — For operating entities over which the Company exercises significant influence but which do not meet the requirements for consolidation as outlined above, the Company uses the equity method of accounting. The Company's investments in equity method investees are recorded in other investments in the accompanying condensed consolidated statements of financial condition. The Company's share of earnings or losses from equity method investees is included in net gains (losses) on securities, derivatives and other investments in the accompanying condensed consolidated statements of operations. The Company evaluates its equity method investments for impairment whenever events or changes in circumstances indicate that the carrying amounts of such investments may not be recoverable. The difference between the carrying value of the equity method investment and its estimated fair value is recognized as an impairment charge when the loss in value is deemed other than temporary. Other — If the Company does not consolidate an entity, apply the equity method of accounting or account for an investment under the cost method, the Company accounts for such entities (primarily, all securities of such entity which are bought and held principally for the purpose of selling them in the near term as trading securities) in accordance with US GAAP, at fair value with unrealized gains (losses) resulting from changes in fair value reflected within net gains (losses) on securities, derivatives and other investments in the accompanying condensed consolidated statements of operations. Retention of Specialized Accounting — The Consolidated Funds and certain other consolidated companies are investment companies and apply specialized industry accounting for investment companies. The Company has retained this specialized accounting for these funds pursuant to US GAAP. The Company reports its investments on the condensed consolidated statements of financial condition at their estimated fair value, with unrealized gains (losses) resulting from changes in fair value reflected within net realized and unrealized gains (losses) on investments and other transactions. Accordingly, the accompanying condensed consolidated financial statements reflect different accounting policies for investments depending on whether or not they are held through a consolidated investment company. In addition, the Company's broker-dealer subsidiaries , Cowen and Company, LLC ("Cowen and Company"), ATM Execution LLC ("ATM Execution"), Cowen International Limited ("CIL"), Ramius UK Ltd. ("Ramius UK") and Cowen Prime Services LLC ("Cowen Prime") apply the specialized industry accounting for brokers and dealers in securities also prescribed under US GAAP. The Company also retains specialized accounting upon consolidation. |
Use of estimates | Use of estimates The preparation of the accompanying condensed consolidated financial statements in conformity with US GAAP requires the management of the Company to make estimates and assumptions that affect the fair value of securities and other investments, the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the accompanying condensed consolidated financial statements, the accounting for goodwill and identifiable intangible assets and the reported amounts of revenues and expenses during the reporting period. Actual results could materially differ from those estimates. |
Valuation of investments and derivative contracts | Valuation of investments and derivative contracts US GAAP establishes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (level 1 measurements) and the lowest priority to unobservable inputs (level 3 measurements). The three levels of the fair value hierarchy are as follows: Level 1 Inputs that reflect unadjusted quoted prices in active markets for identical assets or liabilities that the Company has the ability to access at the measurement date; Level 2 Inputs other than quoted prices that are observable for the asset or liability either directly or indirectly, including inputs in markets that are not considered to be active; and Level 3 Fair value is determined based on pricing inputs that are unobservable and includes situations where there is little, if any, market activity for the asset or liability. The determination of fair value for assets and liabilities in this category requires significant management judgment or estimation. Inputs are used in applying the various valuation techniques and broadly refer to the assumptions that market participants use to make valuation decisions, including assumptions about risk. Inputs may include price information, volatility statistics, specific and broad credit data, liquidity statistics, and other factors. A financial instrument's level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. However, the determination of what constitutes “observable” requires significant judgment by the Company. The Company considers observable data to be that market data which is readily available, regularly distributed or updated, reliable and verifiable, not proprietary, and provided by independent sources that are actively involved in the relevant market. The categorization of a financial instrument within the hierarchy is based upon the pricing transparency of the instrument and does not necessarily correspond to the Company's perceived risk of that instrument. The Company and its operating subsidiaries act as the manager for the Consolidated Funds. Both the Company and the Consolidated Funds hold certain investments which are valued by the Company, acting as the investment manager. The fair value of these investments is generally estimated based on proprietary models developed by the Company, which include discounted cash flow analysis, public market comparables, and other techniques and may be based, at least in part, on independently sourced market information. The material estimates and assumptions used in these models include the timing and expected amount of cash flows, the appropriateness of discount rates used, and, in some cases, the ability to execute, timing of, and estimated proceeds from expected financings. Significant judgment and estimation goes into the selection of an appropriate valuation methodology as well as the assumptions used in these models, and the timing and actual values realized with respect to investments could be materially different from values derived based on the use of those estimates. The valuation methodologies applied impact the reported value of the Company's investments and the investments held by the Consolidated Funds in the condensed consolidated financial statements. Certain of the Company's investments are relatively illiquid or thinly traded and may not be immediately liquidated on demand if needed. Fair values assigned to these investments may differ significantly from the fair values that would have been used had a ready market for the investments existed and such differences could be material . The Company primarily uses the “market approach” to value its financial instruments measured at fair value. In determining an instrument's level within the hierarchy, the Company categorizes the Company's financial instruments into three categories: securities, derivative contracts and other investments. To the extent applicable, each of these categories can further be divided between those held long or sold short. The Company has the option to measure certain financial assets and financial liabilities at fair value with changes in fair value recognized in earnings each period. The election is made on an instrument by instrument basis at initial recognition of an asset or liability or upon an event that gives rise to a new basis of accounting for that instrument. The Company has elected the fair value option for certain of its investments held by its operating companies. This option has been elected because the Company believes that it is consistent with the manner in which the business is managed as well as the way that financial instruments in other parts of the business are recorded. Securities — Securities with values based on quoted market prices in active markets for identical assets are classified within level 1 of the fair value hierarchy. These securities include active listed equities, certain U.S. government and sovereign obligations, ETF's, mutual funds and certain money market securities. The Company does not adjust the quoted price for such instruments, even in situations where the Company holds a large position and a sale could reasonably impact the quoted price. Certain positions for which trading activity may not be readily visible, consisting primarily of convertible debt, corporate debt and loans and restricted equities, are stated at fair value and classified within level 2 of the fair value hierarchy. The estimated fair values assigned by management are determined in good faith and are based on available information considering, trading activity, broker quotes, quotations provided by published pricing services, counterparties and other market participants, and pricing models using quoted inputs, and do not necessarily represent the amounts which might ultimately be realized. As level 2 investments include positions that are not always traded in active markets and/or are subject to transfer restrictions, valuations may be adjusted to reflect illiquidity and/or non-transferability. Derivative contracts — Derivative contracts can be exchange-traded or privately negotiated over-the-counter (“OTC”). Exchange-traded derivatives, such as futures contracts and exchange-traded option contracts, are typically classified within level 1 or level 2 of the fair value hierarchy depending on whether or not they are deemed to be actively traded. OTC derivatives, such as generic forwards, swaps and options, have inputs which can generally be corroborated by market data and are therefore classified within level 2. OTC derivatives, such as swaps and options where market data is not readily available or observable are classified as level 3. Other investments — Other investments consist primarily of portfolio funds, real estate investments and equity method investments, which are valued as follows : i. Portfolio funds— Portfolio funds (“Portfolio Funds”) include interests in funds and investment companies which may be managed by the Company or its affiliates. The Company follows US GAAP regarding fair value measurements and disclosures relating to investments in certain entities that calculate net asset value (“NAV”) per share (or its equivalent). The guidance permits, as a practical expedient, an entity holding investments in certain entities that either are investment companies as defined by the AICPA Audit and Accounting Guide, Investment Companies, or have attributes similar to an investment company, and calculate net asset value per share or its equivalent for which the fair value is not readily determinable, to measure the fair value of such investments on the basis of that NAV per share, or its equivalent, without adjustment. In accordance with US GAAP, investments which are valued using NAV per share as a practical expedient are not categorized within the fair value hierarchy. ii. Real estate investments— Real estate debt and equity investments are valued at fair value. The fair value of real estate investments are estimated based on the price that would be received to sell an asset in an orderly transaction between marketplace participants at the measurement date. Real estate investments without a public market are valued based on assumptions and valuation techniques used by the Company. Such valuation techniques may include discounted cash flow analysis, prevailing market capitalization rates or earnings multiples applied to earnings from the investment, analysis of recent comparable sales transactions, actual sale negotiations and bona fide purchase offers received from third parties, consideration of the amount that currently would be required to replace the asset, as adjusted for obsolescence, as well as independent external appraisals. In general, the Company considers several valuation techniques when measuring the fair value of a real estate investment. However, in certain circumstances, a single valuation technique may be appropriate. Real estate investments are reviewed on a quarterly basis by the Company for significant changes at the property level or a significant change in the overall market which would impact the value of the real estate investment resulting in unrealized appreciation or depreciation. Real estate and capital markets are cyclical in nature. Property and investment values are affected by, among other things, the availability of capital, occupancy rates, rental rates and interest and inflation rates. In addition, the Company invests in real estate and real estate related investments for which no liquid market exists. The market prices for such investments may be volatile and may not be readily ascertainable. Amounts ultimately realized by the Company from investments sold may differ from the fair values presented, and the differences could be material. The Company's real estate investments are typically categorized as level 3 investments within the fair value hierarchy as management uses significant unobservable inputs in determining their estimated fair value. See Notes 4 and 5 for further information regarding the Company's investments, including equity method investments, and fair value measurements. |
Fixed Assets | Fixed Assets Fixed assets are stated at cost less accumulated depreciation or amortization. Leasehold improvements are amortized on a straight-line basis over the lesser of their useful life or lease term. When the Company commits to a plan to abandon fixed assets or leasehold improvements before the end of its original useful life, the estimated depreciation or amortization period is revised to reflect the shortened useful life of the asset. Other fixed assets are depreciated on a straight-line basis over their estimated useful lives. Aircraft and related equipment, which are leased out under operating leases, are carried at cost less accumulated depreciation and are depreciated to estimated residual value using the straight-line method over the lease term or estimated useful life of the asset. Any assets received at the end of the lease are marked to the lower of cost or fair value with the adjustment recorded in other income. Asset Depreciable Lives Principal Method Telephone and computer equipment 3-8 years Straight-line Computer software 3-7 years Straight-line Furniture and fixtures 5-8 years Straight-line Leasehold improvements 5-15 years Straight-line Capitalized lease asset 5 years Straight-line Aircraft and related equipment 10-20 years Straight-line Modifications to aircraft 4-10 years Straight-line |
Debt | Debt Long-term debt is carried at the principal amount borrowed net of any discount/premium. The discount is accreted to interest expense using the effective interest method over the remaining life of the underlying debt obligations. Accrued but unpaid coupon interest is included in accrued expenses and other liabilities in the accompanying condensed consolidated statements of financial condition. The Company adopted a new accounting pronouncement, during the first quarter of 2016, which reclassified the unamortized debt issuance costs in the Company's previously reported condensed consolidated statements of financial condition from other assets to a direct reduction from the carrying amount of the debt. |
Deferred rent | Deferred rent Deferred rent primarily consists of step rent, allowances from landlords and valuing the Company's lease properties in accordance with US GAAP. Step rent represents the difference between actual operating lease payments due and straight-line rent expense, which is recorded by the Company over the term of the lease, including the build-out period. This amount is recorded as deferred rent in the early years of the lease, when cash payments are generally lower than straight-line rent expense, and reduced in the later years of the lease when payments begin to exceed the straight-line expense. Landlord allowances are generally comprised of amounts received and/or promised to the Company by landlords and may be received in the form of cash or free rent. These allowances are part of the negotiated terms of the lease. The Company records a receivable from the landlord and a deferred rent liability when the allowances are earned. This deferred rent is amortized into income (through lower rent expense) over the term (including the pre-opening build-out period) of the applicable lease, and the receivable is reduced as amounts are received from the landlord. Liabilities resulting from valuing the Company's leased properties acquired through business combinations are quantified by comparing the current fair value of the leased space to the current rental payments on the date of acquisition. Deferred rent, included in accounts payable, accrued expenses and other liabilities in the accompanying condensed consolidated statements of financial condition, as of March 31, 2017 and December 31, 2016 is $10.0 million and $10.3 million , respectively. |
Recently issued accounting pronouncements | Recently issued accounting pronouncements In March 2017, the FASB issued guidance to amend the amortization period for certain purchased callable debt securities held at a premium. Under current guidance, entities generally amortize the premium as an adjustment of yield over the contractual life of the instrument. The new guidance shortened the amortization period for the premium to the earliest call date. The amendments do not require an accounting change for securities held at a discount; the discount continues to be amortized to maturity. The amendments in this guidance are effective for public business entities for fiscal years beginning after December 15, 2018 and interim periods within those fiscal years. The Company is currently evaluating the impact of this guidance on the Company’s condensed consolidated financial statements and does not expect this guidance to have a material impact on its condensed statement of financial condition or its condensed statement of operations as the Company does not hold any material callable debt securities. In January 2017, the FASB issued guidance that simplifies the subsequent measurement of goodwill. The new guidance eliminated Step 2 from the goodwill impairment test which was required in computing the implied fair value of goodwill. Instead, under the new amendments, an entity should perform its annual or interim goodwill impairment test by comparing the fair value of a reporting unit with its carrying amount. An entity should recognize an impairment charge for the amount by which the carrying amount exceeds the reporting unit’s fair value, however, the loss recognized should not exceed the total amount of goodwill allocated to that reporting unit. If applicable, an entity should consider income tax effects from any tax deductible goodwill on the carrying amount of the reporting unit when measuring the goodwill impairment loss. The amendments in this guidance are effective for public business entities for annual and interim goodwill impairment tests performed in fiscal years beginning after December 15, 2019 with early adoption permitted after January 1, 2017. The Company is currently evaluating the impact of this guidance on the Company’s condensed consolidated financial statements. The Company expects this guidance to simplify its goodwill impairment analysis. In January 2017, the FASB issued guidance which clarifies the definition of a business with the objective of adding guidance to assist entities with evaluating whether transactions should be accounted for as acquisitions (or disposals) of assets or businesses. Under the current guidance, there are three elements of a business-inputs, processes, and outputs. While an integrated set of assets and activities (collectively, a “set”) that is a business usually has outputs, outputs are not required to be present. In addition, all the inputs and processes that a seller uses in operating a set are not required if market participants can acquire the set and continue to produce outputs, for example, by integrating the acquired set with their own inputs and processes. The new guidance provides a screen to determine when a set is not a business. The screen requires that when substantially all of the fair value of the gross assets acquired (or disposed of) is concentrated in a single identifiable asset or a group of similar identifiable assets, the set is not a business. For public business entities, the guidance is effective prospectively for fiscal years beginning after December 15, 2017 and interim periods within those fiscal years. The Company is currently evaluating the impact of this guidance on the Company’s condensed consolidated financial statements and may use the new definition for its future business combination activities. In November 2016, the FASB issued guidance which reduces the diversity in practice as to how changes in restricted cash are presented and classified in the statement of cash flows. The guidance requires that a statement of cash flows explain the change during the period in the total of cash, cash equivalents, and amounts generally described as restricted cash or restricted cash equivalents. Therefore, amounts generally described as restricted cash and restricted cash equivalents should be included with cash and cash equivalents when reconciling the beginning-of-period and end-of-period total amounts shown on the statement of cash flows. The guidance does not provide a definition of restricted cash or restricted cash equivalents. For public business entities, the guidance is effective prospectively for fiscal years beginning after December 15, 2017 and interim periods within those fiscal years. The Company currently presents its restricted cash and changes in its restricted cash, separately on its condensed consolidated statement of financial condition and condensed consolidated statements of cash flows respectively. The Company is currently evaluating the impact of this guidance on the Company’s condensed consolidated financial statements. Since the guidance only affects the presentation of restricted cash on the statement of cash flows, the Company does not expect this guidance to have any impact on its consolidated financial statements. In August 2016, the FASB issued guidance which reduces the diversity in practice as to how certain cash receipts and cash payments are presented and classified in the statement of cash flows. This guidance addresses eight specific cash flow issues with the objective of reducing the existing and potential future diversity in practice. The amendments in this guidance are effective for public business entities for fiscal years beginning after December 15, 2017 and interim periods within those fiscal years. The Company is currently evaluating the impact of this guidance on the Company’s cash flows presentation. Since the guidance only affects the presentation of statement of cash flows, the Company does not expect this guidance to have any impact on consolidated financial statements. The Company notes that its current presentation is already in line with most of the specific cash flow issues identified in the guidance. In May 2014, the FASB issued guidance which amends and supersedes the revenue recognition requirements and most industry-specific guidance and creates a single source of revenue guidance. The new guidance outlines the principles an entity must apply to measure and recognize revenue and related cash flows. The guidance also provides a model for the measurement and recognition of gains and losses on the sale of certain non-financial assets. The guidance is effective for reporting periods beginning after December 15, 2017. In July 2015, the FASB confirmed a deferral of the effective date by one year, with early adoption on the original effective date permitted. In 2016, the FASB issued various new guidance to clarify the implementation guidance on principal versus agent considerations, revenue from contracts with customers and identifying performance obligations and licensing implementation. The Company is currently evaluating the impact of this guidance on the Company’s financial condition, results of operations and cash flows. In February 2016, the FASB issued guidance which amends and supersedes its previous guidance regarding leases. The new guidance requires the lessee to recognize the right to use assets and lease liabilities that arise from leases and present them in its statement of financial condition. The recognition of these lease assets and lease liabilities represents a change from previous GAAP, which did not require lease assets and lease liabilities to be recognized for most leases. The recognition, measurement, and presentation of expenses and cash flows arising from a lease by a lessee have not significantly changed from previous GAAP. There continues to be a differentiation between finance leases and operating leases. However, the principal difference from previous guidance is that the lease assets and lease liabilities arising from operating leases should be recognized in the statement of financial condition. For public business entities the guidance is effective for reporting periods beginning after December 15, 2018. The Company is currently evaluating the impact of this guidance on the Company’s financial condition and its disclosures. The Company notes that a significant majority of the Company’s leases represent operating real estate leases for its respective offices and will require the gross up on its statement of financial conditions. In January 2016, as a joint project with International Accounting Standards Board (IASB), the FASB issued a new accounting pronouncement to address certain aspects of recognition, measurement, presentation and disclosure of financial instruments. The amendments in the update made improvements to US GAAP for equity investments and investments carried at amortized cost. The guidance also simplifies the impairment assessment for equity investments and clarifies the need for valuation allowance on deferred tax asset related to available for sale securities. For public business entities the guidance is effective for reporting periods beginning after December 15, 2017. The Company is currently evaluating the impact of this guidance on the Company’s financial condition and its disclosure and does not expect the guidance to have a material impact as the Company does not own any significant investments carried at amortized cost. |
Earnings Per Share | Diluted earnings per common share are calculated by adjusting the weighted average outstanding shares to assume conversion of all potentially dilutive items. The Company uses the treasury stock method to reflect the potential dilutive effect of the warrants (see Note 4 (a)), unexercised stock options, unvested restricted shares, restricted stock units, and SAR's. In calculating the number of dilutive shares outstanding, the shares of common stock underlying unvested restricted shares and restricted stock units are assumed to have been delivered, and options and warrants are assumed to have been exercised, on the grant date. The assumed proceeds from the assumed vesting, delivery and exercising were calculated as the amount of compensation cost attributed to future services and not yet recognized. |
Segment Reporting | The performance measure for these segments is Economic Income (Loss), which management uses to evaluate the financial performance of and make operating decisions for the segments including determining appropriate compensation levels. Expenses not directly associated with specific segments are allocated based on the most relevant measures applicable, including headcount, square footage and other factors. In general, Economic Income (Loss) is a pre-tax measure that (i) eliminates the impact of consolidation for consolidated funds (ii) excludes goodwill and intangible impairment (iii) excludes certain other acquisition-related adjustments and/or reorganization expenses and (iv) excludes preferred stock dividends. In addition, Economic Income (Loss) revenues include investment income that represents the income the Company has earned in investing its own capital, including realized and unrealized gains and losses, interest and dividends, net of associated investment related expenses. For US GAAP purposes, these items are included in each of their respective line items. Economic Income (Loss) revenues also include management fees, incentive income and investment income earned through the Company's investment as a general partner in certain real estate entities and the Company's investment in the activist business. For US GAAP purposes, all of these items are recorded in other income (loss). In addition, Economic Income (Loss) expenses are reduced by reimbursement from affiliates, which for US GAAP purposes is presented gross as part of revenue. As further stated below, one major difference between Economic Income (Loss) and US GAAP net income (loss) is that Economic Income (Loss) presents the segments' results of operations without the impact resulting from the full consolidation of any of the Consolidated Funds. Consolidation of these funds results in including in income the pro rata share of the income or loss attributable to other owners of such entities which is reflected in net income (loss) attributable to redeemable non-controlling interest in consolidated subsidiaries in the accompanying condensed consolidated statements of operations. This pro rata share has no effect on the overall financial performance for the alternative investment segment, as ultimately, this income or loss is not income or loss for the alternative investment segment itself. Included in Economic Income (Loss) is the actual pro rata share of the income or loss attributable to the Company as an investor in such entities, which is relevant in management making operating decisions and evaluating financial performance. |
Significant Accounting Polici30
Significant Accounting Policies a (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Accounting Policies [Abstract] | |
Property, Plant and Equipment Useful Life | Asset Depreciable Lives Principal Method Telephone and computer equipment 3-8 years Straight-line Computer software 3-7 years Straight-line Furniture and fixtures 5-8 years Straight-line Leasehold improvements 5-15 years Straight-line Capitalized lease asset 5 years Straight-line Aircraft and related equipment 10-20 years Straight-line Modifications to aircraft 4-10 years Straight-line |
Investments of Operating Enti31
Investments of Operating Entities and Consolidated Funds - (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Investment Holdings [Line Items] | |
Fair Value, Concentration of Risk | Investments percentage of the Company's equity at March 31, 2017 Issuer Security Type Country Industry Percentage of Equity Market Value Linkem Equity Italy Wireless Broadband 6.2 % $ 48,346,757 |
Marketable Securities | As of March 31, 2017 and December 31, 2016 , securities owned, at fair value consisted of the following: As of March 31, 2017 As of December 31, 2016 (dollars in thousands) Common stocks (b) $ 621,073 $ 669,655 Preferred stock (b) 16,516 15,811 Warrants and rights 11,053 8,335 U.S. Government securities (a) 3,790 3,780 Corporate bonds (d) 2,990 2,477 Convertible bonds (c) 250 250 Trade claims 703 562 Mutual funds (b) 6 6 $ 656,381 $ 700,876 (a) As of March 31, 2017 , maturities ranged from June 2017 to February 2018 with an interest rate of 0% . As of December 31, 2016 , maturities ranged from February 2017 to December 2017 with an interest rate of 0% . (b) The Company has elected the fair value option for investments in securities of preferred and common stocks and mutual funds with a fair value of $6.1 million , $4.9 million and $0.1 million , respectively, at March 31, 2017 and $7.0 million , $5.2 million and $0.1 million , respectively, at December 31, 2016 . (c) As of March 31, 2017 , the maturity was March 2018 with an interest rate of 8% . As of December 31, 2016 , the maturity was March 2018 with an interest rate of 8% . (d) As of March 31, 2017 , maturities ranged from March 2021 to January 2036 and interest rates ranged from 5.50% to 13.00% . As of December 31, 2016 , maturities ranged from January 2017 to January 2036 and interest rates ranged from 6.25% to 13.00% . |
Schedule of Derivative Instruments | The Company's long and short exposure to derivatives is as follows: Receivable on derivative contracts As of March 31, 2017 As of December 31, 2016 Number of contracts / Notional Value Fair value Number of contracts / Notional Value Fair value (dollars in thousands) Futures $ 10,771 $ 32 $ 12,421 $ 104 Currency forwards $ 70,345 243 $ 80,608 592 Swaps $ 150,451 2,283 $ 46,462 468 Options other (a) 258,783 15,412 256,097 21,539 Foreign currency options $ 44,201 167 $ 57,051 198 $ 18,137 $ 22,901 (a) Includes index, equity, commodity future and cash conversion options. Payable for derivative contracts As of March 31, 2017 As of December 31, 2016 Number of contracts / Notional Value Fair value Number of contracts / Notional Value Fair value (dollars in thousands) Futures $ 27,783 $ 72 $ 38,345 $ 642 Currency forwards $ 2,134 134 $ — — Swaps $ 56,613 3,075 $ 9,533 181 Options other (a) 37,897 10,862 23,726 19,939 $ 14,143 $ 20,762 (a) Includes index, equity, commodity future and cash conversion options. The following tables present the gross and net derivative positions and the related offsetting amount, as of March 31, 2017 and December 31, 2016 . This table does not include the impact of over collateralization. Gross amounts not offset in the Condensed Consolidated Statement of Financial Condition Gross amounts recognized Gross amounts offset on the Condensed Consolidated Statements of Financial Condition (a) Net amounts included on the Condensed Consolidated Statements of Financial Condition Financial instruments Cash Collateral pledged (b) Net amounts (dollars in thousands) As of March 31, 2017 Receivable on derivative contracts, at fair value $ 18,137 $ — $ 18,137 $ — $ 2,693 $ 15,444 Payable for derivative contracts, at fair value 14,143 — 14,143 — 3,209 10,934 As of December 31, 2016 Receivable on derivative contracts, at fair value 22,901 — 22,901 — 1,382 21,519 Payable for derivative contracts, at fair value 20,762 — 20,762 — 181 20,581 (a) Includes financial instruments subject to enforceable master netting provisions that are permitted to be offset to the extent an event of default has occurred. (b) Includes the amount of collateral held or posted. |
Schedule of Other Investments | As of March 31, 2017 and December 31, 2016 , other investments included the following: As of March 31, 2017 As of December 31, 2016 (dollars in thousands) Portfolio Funds, at fair value (1) $ 112,425 $ 120,023 Equity method investments (2) 38,091 36,991 Lehman claims, at fair value 297 265 $ 150,813 $ 157,279 |
Schedule of Other Investments, Portfolio Funds | The Portfolio Funds, at fair value as of March 31, 2017 and December 31, 2016 , included the following: As of March 31, 2017 As of December 31, 2016 (dollars in thousands) Starboard Value and Opportunity Fund LP (c)(*) $ 29,246 $ 27,424 Formation8 Partners Fund I, L.P. (f) 21,143 22,234 RCG Longview Debt Fund V, L.P. (i) (*) 15,798 16,187 Green Energy Metals Fund, LP (h) 14,044 6,241 HealthCare Royalty Partners LP (a)(*) 6,990 7,147 RCG LPP2 PNW5 Co-Invest, L.P. (j) (*) 3,104 3,152 HealthCare Royalty Partners II LP (a)(*) 2,162 2,091 Eclipse Ventures Fund I, L.P. (g) 2,157 1,790 Lagunita Biosciences, LLC (n) 1,690 1,698 Starboard Leaders Fund LP (e)(*) 1,181 1,231 Quadratic Fund LLC (k) (*) 965 6,729 RCGL 12E13th LLC (i) (*) 348 348 Starboard Partners Fund LP (d)(*) — 5,067 Orchard Square Partners Credit Fund LP (b) — 4,327 Other private investment (l) (*) 8,927 8,548 Other affiliated funds (m)(*) 4,670 5,809 $ 112,425 $ 120,023 * These portfolio funds are affiliates of the Company. The Company has no unfunded commitments regarding the portfolio funds held by the Company except as noted in Note 12 . (a) HealthCare Royalty Partners, L.P. and HealthCare Royalty Partners II, L.P. are private equity funds and therefore distributions will be made when cash flows are received from the underlying investments, typically on a quarterly basis. (b) Orchard Square Partners Credit Fund LP has a quarterly redemption policy with a 60 day notice period and a 4% penalty on redemptions of investments of less than a year in duration. (c) Starboard Value and Opportunity Fund LP permits quarterly withdrawals upon 90 days' notice. (d) Starboard Partners Fund LP permits redemptions on a semi-annual basis on 180 days' prior written notice subsequent to an initial two year lock up. (e) Starboard Leaders Fund LP does not permit withdrawals, but instead allows terminations with respect to capital commitments upon 30 days' prior written notice at any time following the first anniversary of an investors' initial capital contribution. (f) Formation8 Partners Fund I, L.P. is a private equity fund which invests in early stage and growth transformational information and energy technology companies. Distributions will be made when the underlying investments are liquidated. (g) Eclipse Ventures Fund I, L.P. is a private equity fund which invests in early stage and growth hardware companies. Distributions will be made when the underlying investments are liquidated. (h) The Green Energy Metals Fund, LP invests the vast majority of its capital in physical off-exchange traded minor metals that are crucial to the production and sustainability of clean energy, emerging technology and energy efficiency. The Company is invested in a managed account specifically targeting cobalt. The Green Energy Metals Fund, LP is a private equity structure and therefore distributions will be made when the underlying investments are liquidated. (i) RCGL 12E13th LLC and RCG Longview Debt Fund V, L.P. are real estate private equity structures and therefore distributions will be made when the underlying investments are liquidated. (j) RCG LPP2 PNW5 Co-Invest, L.P. is a single purpose entity formed to participate in a joint venture which acquired five multi-unit residential rental properties located in the Pacific Northwest. RCG LPP2 PNW5 Co-Invest, L.P. is a private equity structure and therefore distributions will be made when the underlying investments are liquidated. (k) Quadratic Fund LLC permits redemptions on a 30 day prior written notice. (l) Other private investment represents the Company's closed end investment in a portfolio fund that invests in a wireless broadband communication provider in Italy. (m) The majority of these funds are affiliates of the Company or are managed by the Company and the investors can redeem from these funds as investments are liquidated. (n) Lagunita Biosciences, LLC, a healthcare investment company that creates and grows early stage companies to commercialize impactful translational science that addresses significant clinical needs, is a private equity structure and therefore distributions will be made when the underlying investments are liquidated. |
Schedule of Other Investments, Equity Method | The following table summarizes equity method investments held by the Company: As of March 31, 2017 As of December 31, 2016 (dollars in thousands) Surf House Ocean Views Holdings, LLC $ 13,696 $ 13,522 Starboard Value LP 12,817 12,501 RCG Longview Debt Fund V Partners, LLC 7,804 7,256 RCG Longview Management, LLC 758 656 HealthCare Royalty GP, LLC 570 583 HealthCare Royalty GP II, LLC 366 354 RCG Longview Debt Fund IV Management, LLC 331 331 HealthCare Royalty GP III, LLC 149 208 RCG Kennedy House, LLC 136 183 RCG Longview Equity Management, LLC 114 114 HealthCare Overflow Fund GP, LLC 75 68 Other 1,275 1,215 $ 38,091 $ 36,991 |
Schedule of Securities Sold, Not yet Purchased | As of March 31, 2017 and December 31, 2016 , securities sold, not yet purchased, at fair value consisted of the following: As of March 31, 2017 As of December 31, 2016 (dollars in thousands) Common stocks $ 329,477 $ 263,460 Corporate bonds (a) 6,193 2,591 Warrants and rights 6 39 $ 335,676 $ 266,090 (a) As of March 31, 2017 , the maturities ranged from August 2020 to October 2042 with interest rates ranged from 3.63% to 8.88% . As of December 31, 2016 , the maturities ranged from April 2021 to January 2036 with interest rates ranged from 5.50% to 6.25% . |
Consolidated Funds | |
Investment Holdings [Line Items] | |
Marketable Securities | As of March 31, 2017 and December 31, 2016 , securities owned, at fair value, held by the Consolidated Funds consisted of the following: As of March 31, 2017 As of December 31, 2016 (dollars in thousands) Preferred stock $ 40,716 $ 37,343 Common stocks 40,557 28,474 U.S. Government securities (a) 3,495 6,994 Corporate bonds (b) 3,781 4,214 Term Loan 3,208 2,209 Warrants and rights 2 3 $ 91,759 $ 79,237 (a) As of March 31, 2017 , the maturity was June 2017 with an interest rate of 0% . As of December 31, 2016 , the maturity was March 2017 with an interest rate of 0% . (b) As of March 31, 2017 , maturities ranged from October 2017 to June 2038 and interest rates ranged from 0% to 14.37% . As of December 31, 2016 , maturities ranged from October 2017 to June 2038 and interest rates ranged from 0% and 14.37% . |
Schedule of Derivative Instruments | Receivable on derivative contracts As of March 31, 2017 and December 31, 2016 , receivable on derivative contracts, at fair value, held by the Consolidated Funds are comprised of: As of March 31, 2017 As of December 31, 2016 (dollars in thousands) Currency forwards $ 18 $ 18 Equity swaps 812 731 Options 79 144 $ 909 $ 893 Payable for derivative contracts As of March 31, 2017 and December 31, 2016 , payable for derivative contracts, at fair value, held by the Consolidated Funds are comprised of: As of March 31, 2017 As of December 31, 2016 (dollars in thousands) Currency forwards $ 27 $ 10 Equity swaps 804 495 Options 45 67 $ 876 $ 572 |
Schedule of Other Investments, Portfolio Funds | Investments in Portfolio Funds, at fair value As of March 31, 2017 and December 31, 2016 , investments in Portfolio Funds, at fair value, included the following: As of March 31, 2017 As of December 31, 2016 (dollars in thousands) Investments of Enterprise LP $ 107,454 $ 114,159 Investments of Merger Fund 294,074 281,572 Investments of Caerus LP — 5,734 $ 401,528 $ 401,465 |
Schedule of Securities Sold, Not yet Purchased | As of March 31, 2017 , there were no securities sold, not yet purchased, at fair value. As of December 31, 2016 , securities sold, not yet purchased, at fair value, held by the Consolidated Funds consisted of the following: As of December 31, 2016 (dollars in thousands) Corporate bonds (a) $ 672 Common stocks 211 $ 883 (a) As of December 31, 2016 , maturities ranged from September 2019 to September 2023 and interest rates ranged from 4.38% to 9.25% . |
Enterprise Master | |
Investment Holdings [Line Items] | |
Marketable Securities | Securities owned by Enterprise Master, at fair value As of March 31, 2017 As of December 31, 2016 (dollars in thousands) Preferred stock $ 1,479 $ 1,581 Common stock 803 835 $ 2,282 $ 2,416 |
Schedule of Other Investments, Portfolio Funds | Portfolio Funds, owned by Enterprise Master, at fair value As of March 31, 2017 As of December 31, 2016 Strategy (dollars in thousands) RCG Special Opportunities Fund, Ltd* Multi-Strategy $ 103,034 $ 101,832 RCG Longview Equity Fund, LP* Real Estate 4,492 4,744 RCG Longview Debt Fund IV, LP* Real Estate 1,488 1,637 RCG Longview II, LP* Real Estate 831 836 RCG Renergys, LLC* Energy 1 1 Other Private Investments Various 7,932 8,682 Other Real Estate Investments * Real Estate — 295 $ 117,778 $ 118,027 * Affiliates of the Company. |
Merger Master | |
Investment Holdings [Line Items] | |
Schedule of Derivative Instruments | Receivable on derivative contracts, at fair value, owned by Merger Master As of March 31, 2017 As of December 31, 2016 Description (dollars in thousands) Options $ 5,451 $ 4,264 Equity swaps 3,984 255 $ 9,435 $ 4,519 Payable for derivative contracts, at fair value, owned by Merger Master As of March 31, 2017 As of December 31, 2016 Description (dollars in thousands) Options $ 1,063 $ 2,285 Equity swaps 1,079 123 $ 2,142 $ 2,408 |
Fair Value Measurements for O32
Fair Value Measurements for Operating Entities and Consolidated Funds (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Fair Value Disclosures [Abstract] | |
Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis | The following table presents the assets and liabilities that are measured at fair value on a recurring basis on the accompanying condensed consolidated statements of financial condition by caption and by level within the valuation hierarchy as of March 31, 2017 and December 31, 2016 : Assets at Fair Value as of March 31, 2017 Level 1 Level 2 Level 3 Total (dollars in thousands) Operating Entities Securities owned US Government securities $ 3,790 $ — $ — $ 3,790 Preferred stock — — 16,516 16,516 Common stocks 610,539 30 10,504 621,073 Convertible bonds — — 250 250 Corporate bonds — 2,990 — 2,990 Trade claims — — 703 703 Warrants and rights 6,914 — 4,139 11,053 Mutual funds 6 — — 6 Receivable on derivative contracts, at fair value Futures 32 — — 32 Currency forwards — 243 — 243 Swaps — 2,283 — 2,283 Options 8,441 167 6,971 15,579 Other investments Lehman claim — — 297 297 Consolidated Funds Securities owned US Government securities 3,495 — — 3,495 Preferred stock — 401 40,315 40,716 Common stocks 40,021 240 296 40,557 Corporate bonds — 3,781 — 3,781 Warrants and rights — — 2 2 Term loan — 2,497 711 3,208 Receivable on derivative contracts, at fair value Currency forwards — 18 — 18 Equity swaps — 812 — 812 Options 79 — — 79 $ 673,317 $ 13,462 $ 80,704 $ 767,483 Percentage of total assets measured at fair value 87.7 % 1.8 % 10.5 % Portfolio funds measured at net asset value (a) 112,425 Consolidated funds' portfolio funds measured at net asset value (a) 401,528 Equity method investments 38,091 Total investments $ 1,319,527 Liabilities at Fair Value as of March 31, 2017 Level 1 Level 2 Level 3 Total (dollars in thousands) Operating Entities Securities sold, not yet purchased Common stocks $ 329,477 $ — $ — $ 329,477 Corporate bonds — 6,193 — 6,193 Warrants and rights 6 — — 6 Payable for derivative contracts, at fair value Futures 72 — — 72 Currency forwards — 134 — 134 Swaps — 3,075 — 3,075 Options 3,891 — 6,971 10,862 Accounts payable, accrued expenses and other liabilities Contingent consideration liability (b) — — 5,274 5,274 Consolidated Funds Payable for derivative contracts, at fair value Currency forwards — 27 — 27 Options 45 — — 45 Equity swaps — 804 — 804 $ 333,491 $ 10,233 $ 12,245 $ 355,969 Percentage of total liabilities measured at fair value 93.7 % 2.9 % 3.4 % (a) In accordance with US GAAP, certain investments that are measured at fair value using the net asset value per share (or its equivalent) as a 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 condensed consolidated statement of financial condition. (b) In accordance with the terms of the purchase agreements for acquisitions that closed during the third and fourth quarter of 2015 and the second quarter of 2016, the Company is required to pay to the sellers a portion of future net income and/or revenues of the acquired businesses, if certain targets are achieved through the periods ended December 2018, December 2020, and June 2018, respectively. The Company estimated the contingent consideration liability using the income approach (discounted cash flow method) which requires the Company to make estimates and assumptions regarding the future cash flows and profits. Changes in these estimates and assumptions could have a significant impact on the amounts recognized. The undiscounted amounts as of March 31, 2017 can range from $0.1 million to $15.0 million . Assets at Fair Value as of December 31, 2016 Level 1 Level 2 Level 3 Total (dollars in thousands) Operating Entities Securities owned US Government securities $ 3,780 $ — $ — $ 3,780 Preferred stock — — 15,811 15,811 Common stocks 658,179 1,355 10,121 669,655 Convertible bonds — — 250 250 Corporate bonds — 2,477 — 2,477 Trade claims — — 562 562 Warrants and rights 4,616 — 3,719 8,335 Mutual funds 6 — — 6 Receivable on derivative contracts, at fair value Futures 104 — — 104 Currency forwards — 592 — 592 Swaps — 468 — 468 Options 6,662 322 14,753 21,737 Other investments Lehman claim — — 265 265 Consolidated Funds Securities owned US Government securities 6,994 — — 6,994 Preferred stock — 415 36,928 37,343 Common stocks 19,467 8,712 295 28,474 Corporate bonds — 4,214 — 4,214 Warrants and rights — — 3 3 Term loan — 1,552 657 2,209 Receivable on derivative contracts, at fair value Currency forwards — 18 — 18 Equity swaps — 731 — 731 Options 132 12 — 144 $ 699,940 $ 20,868 $ 83,364 $ 804,172 Percentage of total assets measured at fair value 87.0 % 2.6 % 10.4 % Portfolio funds measured at net asset value (a) 120,023 Consolidated funds' portfolio funds measured at net asset value (a) 401,465 Equity method investments 36,991 Total investments $ 1,362,651 Liabilities at Fair Value as of December 31, 2016 Level 1 Level 2 Level 3 Total (dollars in thousands) Operating Entities Securities sold, not yet purchased Common stocks $ 263,460 $ — $ — $ 263,460 Corporate bonds — 2,591 — 2,591 Warrants and rights 39 — — 39 Payable for derivative contracts, at fair value Futures 642 — — 642 Swaps — 181 — 181 Options 5,186 — 14,753 19,939 Accounts payable, accrued expenses and other liabilities Contingent consideration liability (b) — — 5,997 5,997 Consolidated Funds Securities sold, not yet purchased Common stocks 211 — — 211 Corporate bonds — 672 — 672 Payable for derivative contracts, at fair value Currency forwards — 10 — 10 Options 67 — — 67 Equity swaps — 495 — 495 $ 269,605 $ 3,949 $ 20,750 $ 294,304 Percentage of total liabilities measured at fair value 91.6 % 1.3 % 7.1 % (a) In accordance with US GAAP, certain investments that are measured at fair value using the net asset value per share (or its equivalent) as a 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 condensed consolidated statement of financial condition. (b) In accordance with the terms of the purchase agreements for acquisitions that closed during 2012 and the third and fourth quarter of 2015, the Company is required to pay to the sellers a portion of future net income and/or revenues of the acquired businesses, if certain targets are achieved through the periods ended December 2018, and December 2020, respectively. The Company estimated the contingent consideration liability using the income approach (discounted cash flow method) which requires the Company to make estimates and assumptions regarding the future cash flows and profits. Changes in these estimates and assumptions could have a significant impact on the amounts recognized. The undiscounted amounts as of December 31, 2016 can range from $0.1 million to $15.1 million . |
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation | The following table includes a rollforward of the amounts for the three months ended March 31, 2017 and 2016 , for financial instruments classified within level 3. The classification of a financial instrument within level 3 is based upon the significance of the unobservable inputs to the overall fair value measurement. Three Months Ended March 31, 2017 Balance at December 31, 2016 Transfers in Transfers out Purchases/(covers) (Sales)/shorts Realized and Unrealized gains/losses Balance at March 31, 2017 Change in unrealized gains/losses relating to instruments still held (1) (dollars in thousands) Operating Entities Preferred stock $ 15,811 $ — $ — $ 1,732 $ (31 ) $ (996 ) $ 16,516 $ (996 ) Common stocks 10,121 — — 31 (52 ) 404 10,504 404 Convertible bonds 250 — — — — — 250 — Options, asset 14,753 — — — — (7,782 ) 6,971 (7,782 ) Options, liability 14,753 — — — — (7,782 ) 6,971 (7,782 ) Warrants and rights 3,719 451 (b) — — — (31 ) 4,139 (31 ) Trade claims 562 — — — (70 ) 211 703 190 Lehman claim 265 — — — — 32 297 32 Contingent consideration liability 5,997 — — — (167 ) (556 ) 5,274 (556 ) Consolidated Funds Preferred stock 36,928 — — — — 3,387 40,315 3,887 Common stocks 295 — — — — 1 296 1 Warrants and rights 3 — — — — (1 ) 2 (1 ) Term Loan 657 — — — — 54 711 54 Three Months Ended March 31, 2016 Balance at December 31, 2015 Transfers in Transfers out Purchases/(covers) (Sales)/shorts Realized and Unrealized gains/losses Balance at March 31, 2016 Change in unrealized gains/losses relating to instruments still held (1) (dollars in thousands) Operating Entities Preferred stock $ 12,872 $ — $ — $ — $ (218 ) $ 992 $ 13,646 $ 566 Common stocks 2,278 — — 569 — 1,918 4,765 2,054 Convertible bonds 819 — — — (569 ) — 250 — Options, asset 18,194 — — — — 2,698 20,892 2,698 Options, liability 18,194 — — — — 2,698 20,892 2,698 Warrants and rights 2,572 — — — — (67 ) 2,505 150 Lehman claim 299 — — — — (6 ) 293 (6 ) Contingent consideration liability 6,158 — — — — 2,135 8,293 2,135 Consolidated Funds Preferred stock 32,000 — (4,000 ) (a) — — — 28,000 — (1) Unrealized gains/losses are reported in other income (loss) in the accompanying condensed consolidated statements of operations. (a) The investments were converted to common stock. (b) The Company received warrants as part of a transaction. |
Fair Value Inputs, Assets, Quantitative Information | The following table includes quantitative information as of March 31, 2017 and December 31, 2016 for financial instruments classified within level 3. The table below quantifies information about the significant unobservable inputs used in the fair value measurement of the Company's level 3 financial instruments. Quantitative Information about Level 3 Fair Value Measurements Fair Value at March 31, 2017 Valuation techniques Unobservable Inputs Range Level 3 Assets (dollars in thousands) Common and preferred stocks $ 10,188 Guideline companies/transaction price Option pricing method, discounted cash flow Volatility Market multiples Discount rate 37% 0.8x to 9.3x 9.5% to 22% Trade claims 62 Discounted cash flows Market multiples Discount rate 6x 20% Warrants and rights 4,139 Model based Volatility 30% to 85% (weighted average 73%) Options 6,971 Option pricing models Volatility 33% Other level 3 assets (a) 59,344 Total level 3 assets 80,704 Level 3 Liabilities Options 6,971 Option pricing models Volatility 33% Contingent consideration liability 5,274 Discounted cash flows Projected cash flow and discount rate 8% - 25% (weighted average 23%) Total level 3 liabilities $ 12,245 Quantitative Information about Level 3 Fair Value Measurements Fair Value at December 31, 2016 Valuation techniques Unobservable Inputs Range Level 3 Assets (dollars in thousands) Common and preferred stocks $ 10,917 Guideline companies/transaction price Option pricing method, discounted cash flow Volatility Market multiples Discount rate 37% 0.8x to 9.3x 9.5% to 10% Trade claims 520 Discounted cash flows Market multiples Discount rate 6x 20% Warrants and rights 3,719 Model based Volatility 30% to 85% (weighted average 73%) Options 14,753 Option pricing models Volatility 40% Other level 3 assets (a) 53,455 Total level 3 assets 83,364 Level 3 Liabilities Options 14,753 Option pricing models Volatility 40% Contingent consideration liability 5,997 Discounted cash flows Projected cash flow and discount rate 8% - 25% Total level 3 liabilities $ 20,750 (a) The quantitative disclosures exclude financial instruments for which the determination of fair value is based on prices from recent transactions. |
Fair Value Measurements, Nonrecurring | The following table presents the carrying values and fair values, at March 31, 2017 and December 31, 2016 , of financial assets and liabilities and information on their classification within the fair value hierarchy which are not measured at fair value on a recurring basis. For additional information regarding the financial instruments within the scope of this disclosure, and the methods and significant assumptions used to estimate their fair value see Note 2 . March 31, 2017 December 31, 2016 Fair Value Hierarchy Carrying Amount Fair Value Carrying Amount Fair Value (dollars in thousands) Financial Assets Operating companies Cash and cash equivalents $ 78,959 $ 78,959 $ 112,014 $ 112,014 Level 1 Cash collateral pledged 14,696 14,696 13,342 13,342 Level 2 Loans receivable 29,170 29,170 (d) 31,088 31,088 (d) Level 3 Consolidated funds Cash and cash equivalents 10,293 10,293 17,761 17,761 Level 1 Financial Liabilities Convertible debt 132,055 (a) 151,508 (b) 130,029 (a) 149,545 (b) Level 2 Notes payable and other debt 77,890 84,673 (c) 77,030 80,817 (c) Level 2 (a) The carrying amount of the convertible debt includes an unamortized discount of $16.0 million and $17.8 million as of March 31, 2017 and December 31, 2016 . (b) The convertible debt includes the conversion option and is based on the last broker quote available. (c) Notes payable and other debt are based on the last broker quote available. (d) The fair market value of level 3 loans is calculated using discounted cash flows. |
Redeemable Non-Controlling In33
Redeemable Non-Controlling Interests in Consolidated Subsidiaries and Funds (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Noncontrolling Interest [Abstract] | |
Redeemable non-controlling interests in consolidated subsidiaries and funds | Redeemable non-controlling interests in consolidated subsidiaries and funds and the related net income (loss) attributable to redeemable non-controlling interests in consolidated subsidiaries and funds are comprised as follows: As of March 31, 2017 As of December 31, 2016 (dollars in thousands) Redeemable non-controlling interests in consolidated subsidiaries and funds Operating companies $ 6,297 $ 7,638 Consolidated Funds 387,835 371,567 $ 394,132 $ 379,205 |
Net income (loss) attributable to redeemable non-controlling interests in consolidated subsidiaries and funds | Three Months Ended March 31, 2017 2016 (dollars in thousands) Income (loss) attributable to redeemable non-controlling interests in consolidated subsidiaries and funds Operating companies $ 717 $ (78 ) Consolidated Funds 8,388 (4,219 ) $ 9,105 $ (4,297 ) |
Share-Based Compensation and 34
Share-Based Compensation and Employee Ownership Plans (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Schedule of Share-based Compensation, Stock Options, Activity | The following table summarizes the Company's stock option activity for the three months ended March 31, 2017 : Shares Subject Weighted Average Weighted Average Aggregate Intrinsic (in years) (dollars in thousands) Balance outstanding at December 31, 2016 4,167 $ 19.56 0.10 $ — Options granted — — — — Options exercised — — — — Options expired (4,167 ) 19.56 — — Balance outstanding at March 31, 2017 — $ — 0 $ — Options exercisable at March 31, 2017 — $ — 0 $ — (1) Based on the Company's closing stock price of $14.95 on March 31, 2017 and $15.50 on December 31, 2016 . |
Schedule of Share-based Compensation, Stock Appreciation Rights, Activity | As of March 31, 2017 , the Company's stock options were fully expensed. The following table summarizes the Company's SAR's for the three months ended March 31, 2017 : Shares Subject Weighted Average Weighted Average Aggregate Intrinsic (in years) (dollars in thousands) Balance outstanding at December 31, 2016 100,000 $ 11.60 1.21 $ 435 SAR's granted — — — — SAR's vested (25,000 ) 11.60 — — SAR's expired — — — — Balance outstanding at March 31, 2017 75,000 $ 11.60 0.96 $ 421 SAR's exercisable at March 31, 2017 — $ — 0 $ — (1) Based on the Company's closing stock price of $14.95 on March 31, 2017 and $15.50 on December 31, 2016 . |
Schedule of Share-based Compensation, Restricted Stock and Restricted Stock Units Activity | Restricted shares and restricted stock units are referred to collectively as restricted stock. The following table summarizes the Company's restricted share and restricted stock unit activity for the three months ended March 31, 2017 : Nonvested Restricted Shares and Restricted Stock Units Weighted-Average Balance outstanding at December 31, 2016 5,717,932 $ 16.23 Granted (1) 1,859,333 15.05 Vested (915,503 ) 16.35 Canceled — — Forfeited (18,501 ) 15.31 Balance outstanding at March 31, 2017 (1) 6,643,261 $ 15.88 (1) Performance linked restricted stock units of 481,438 were awarded to employees of the Company in December 2013 and January 2014. An additional 700,000 performance linked restricted stock units were awarded in March 2016. Of the awards granted, 96,875 have been forfeited through March 31, 2017 . The remaining awards, included in the outstanding balance as of March 31, 2017 , will vest between March 2019 and December 2020 and will be earned only to the extent that the Company attains specified market conditions relating to its volume-weighted average share price and total shareholder return in relation to certain benchmark indices and performance goals relating to aggregate net income and average return on shareholder equity. The actual number of RSUs ultimately earned could vary from zero , if performance goals are not met, to as much as 150% of the targeted award. Each RSU is equal to the one share of the Company’s Class A common stock. Compensation expense is recognized to the extent that it is probable that the Company will attain the performance goals. |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Commitments and Contingencies Disclosure [Abstract] | |
Future Minimum Annual Lease and Service Payments | As of March 31, 2017 , future minimum annual lease and service payments for the Company were as follows: Equipment Leases (a) Service Payments Facility Leases (b) (dollars in thousands) 2017 $ 1,810 $ 12,024 $ 12,256 2018 2,359 9,067 17,148 2019 928 2,848 15,633 2020 6 740 15,352 2021 — 676 15,597 Thereafter — — 17,297 $ 5,103 $ 25,355 $ 93,283 (a) Equipment Leases include the Company's commitments relating to operating and capital leases. See Note 13 for further information on the capital lease minimum payments which are included in the table. (b) The Company has entered into various agreements to sublease certain of its premises. The Company recorded sublease income related to these leases of $0.4 million and $0.8 million , and for the three months ended March 31, 2017 and 2016 , respectively. |
Other Commitments | The following table summarizes unfunded commitments as of March 31, 2017 : Entity Unfunded Commitments Commitment term ($ in millions) Real estate (a) $ 12.6 (a) HealthCare Royalty Partners funds (b) $ 7.3 2 years Eclipse Ventures Fund I, L.P. (formerly Formation8 Partners Hardware Fund I, L.P.) $ 0.6 7 years Lagunita Biosciences, LLC $ 3.0 3 years Eclipse Fund II, L.P. $ 0.9 8 years Eclipse Continuity Fund I, L.P. $ 0.9 9 years (a) The Company had unfunded commitments pertaining to capital commitments in six real estate investments held by the Company, all of which pertain to related party investments. Such commitments can be called at any time up to four years, subject to advance notice. (b) The Company is a limited partner of the HealthCare Royalty Partners funds (which are managed by Healthcare Royalty Management) and is a member of HealthCare Royalty Partners General Partners. The Company will make its pro-rata investment in the HealthCare Royalty Partners funds along with the other limited partners. |
Convertible Debt and Notes Pa36
Convertible Debt and Notes Payable (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Debt Disclosure [Abstract] | |
Schedule of Debt and Capital Lease Obligations | As of March 31, 2017 and December 31, 2016 , the Company's outstanding debt was as follows: As of March 31, 2017 As of December 31, 2016 (dollars in thousands) Convertible debt $ 132,055 $ 130,029 Note payable 60,959 60,953 Other notes payable 15,301 14,237 Capital lease obligations 1,630 1,840 $ 209,945 $ 207,059 |
Schedule of Maturities of Debt and Future Minimum Lease Payments for Capital Leases | Annual scheduled maturities of debt and minimum payments for all debt outstanding as of March 31, 2017 , is as follows: Convertible Debt Note Payable Other Note Payable Capital Lease (dollars in thousands) 2017 $ 2,243 $ 3,913 $ 3,577 $ 704 2018 4,485 5,218 2,826 938 2019 151,743 5,218 4,304 78 2020 — 5,218 2,256 — 2021 — 68,468 4,723 — Thereafter — — — — Subtotal 158,471 88,035 17,686 1,720 Less: Amount representing interest (a) (26,416 ) (27,076 ) (2,385 ) (90 ) Total $ 132,055 $ 60,959 $ 15,301 $ 1,630 (a) Amount necessary to reduce net minimum payments to present value calculated at the Company's implicit rate at inception. This amount also includes the unamortized discount on the convertible debt. |
Schedule of Line of Credit Facilities | As of March 31, 2017 , the Company has eight irrevocable letters of credit, related to leased office space, for which there is cash collateral pledged, which the Company pays a fee on the stated amount of the letter of credit. The Company also has a letter of credit, in the amount of $5.5 million , due March 2018, for which cash is pledged as collateral under a reinsurance agreement. Location Amount Maturity (dollars in thousands) New York $ 355 May 2017 New York $ 70 May 2017 New York $ 695 October 2017 New York $ 2,811 October 2017 New York $ 1,600 November 2017 San Francisco $ 710 January 2018 Connecticut $ 65 January 2018 Boston $ 382 March 2018 |
Stockholder's Equity (Tables)
Stockholder's Equity (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Equity [Abstract] | |
Treasury Stock Activity | The following represents the activity relating to the treasury stock held by the Company during the three months ended March 31, 2017 : Treasury stock shares Cost Average cost per share Balance outstanding at December 31, 2016 9,810,802 $ 153,845 $ 15.68 Shares purchased for minimum tax withholding under the Equity Plan or other similar transactions 328,238 4,455 13.57 Purchase of treasury stock — — — Balance outstanding at March 31, 2017 10,139,040 $ 158,300 $ 15.61 |
Accumulated Other Comprehensi38
Accumulated Other Comprehensive Income (Loss) (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Accumulated Other Comprehensive Income / (Loss) [Abstract] | |
Schedule of Accumulated Other Comprehensive Income (Loss) | Three Months Ended March 31, 2017 2016 (dollars in thousands) Beginning Balance $ (2 ) $ — Foreign currency translation (2 ) (3 ) Ending Balance $ (4 ) $ (3 ) |
Earnings Per Share (Tables)
Earnings Per Share (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Earnings Per Share [Abstract] | |
Earnings Per Share, Basic and Diluted | The computation of earnings per share is as follows: Three Months Ended March 31, 2017 2016 (dollars in thousands, except per share data) Net income (loss) $ 12,089 $ (7,995 ) Net income (loss) attributable to redeemable non-controlling interests in consolidated subsidiaries and funds 9,105 (4,297 ) Net income (loss) attributable to Cowen Group, Inc. 2,984 (3,698 ) Preferred stock dividends 1,698 1,698 Net income (loss) attributable to Cowen Group, Inc. common stockholders $ 1,286 $ (5,396 ) Shares for basic and diluted calculations: Weighted average shares used in basic computation 27,061 26,591 Performance based restricted stock — — Stock appreciation rights 12 — Restricted stock 1,328 — Weighted average shares used in diluted computation 28,401 26,591 Earnings (loss) per share: Basic $ 0.05 $ (0.20 ) Diluted $ 0.05 $ (0.20 ) |
Segment Reporting (Tables)
Segment Reporting (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Segment Reporting [Abstract] | |
Segment Reporting Information, by Segment | The following tables set forth operating results for the Company's alternative investment and broker-dealer segments and related adjustments necessary to reconcile the Company's Economic Income (Loss) measure to arrive at the Company's consolidated US GAAP net income (loss): Three Months Ended March 31, 2017 Adjustments Alternative Investment Broker-Dealer Total Economic Income/(Loss) Funds Consolidation Other Adjustments US GAAP (dollars in thousands) Revenues Investment banking $ — $ 36,553 $ 36,553 $ — $ — $ 36,553 Brokerage — 52,313 52,313 — (1,779 ) 50,534 Management fees 13,145 801 13,946 (527 ) (4,711 ) (a) 8,708 Incentive income (loss) 3,060 — 3,060 (489 ) (2,025 ) (a) 546 Investment income (loss) 15,149 6,477 21,626 — (21,626 ) (c)(f) — Interest and dividends — — — — 5,089 (c) 5,089 Reimbursement from affiliates — — — (78 ) 1,730 (e) 1,652 Aircraft lease revenue — — — — 1,059 (f) 1,059 Reinsurance premiums — — — — 7,089 (g) 7,089 Other revenue 819 285 1,104 — 296 (g) 1,400 Consolidated Funds revenues — — — 2,341 — 2,341 Total revenues 32,173 96,429 128,602 1,247 (14,878 ) 114,971 Expenses Non interest expense 23,191 93,967 117,158 (429 ) 8,751 (b)(d) 125,480 Interest and dividends 3,241 1,100 4,341 — 5,589 (c) 9,930 Consolidated Funds expenses — — — 4,963 — 4,963 Total expenses 26,432 95,067 121,499 4,534 14,340 140,373 Total other income (loss) — — — 11,674 27,728 (c) 39,402 Income taxes expense / (benefit) — — — — 1,911 (b) 1,911 (Income) loss attributable to redeemable non-controlling interests in consolidated subsidiaries and funds (1,645 ) — (1,645 ) (8,387 ) 927 (9,105 ) Economic Income (Loss) / Net Income (loss) attributable to Cowen Group, Inc. $ 4,096 $ 1,362 $ 5,458 $ — $ (2,474 ) $ 2,984 Three Months Ended March 31, 2016 Adjustments Alternative Investment Broker-Dealer Total Economic Income/(Loss) Funds Consolidation Other Adjustments US GAAP (dollars in thousands) Revenues Investment banking $ — $ 26,147 $ 26,147 $ — $ — $ 26,147 Brokerage — 52,867 52,867 — (1,932 ) 50,935 Management fees 16,128 775 16,903 (370 ) (5,503 ) (a) 11,030 Incentive income (loss) 6,920 — 6,920 (157 ) (5,652 ) (a) 1,111 Investment income (loss) 1,395 455 1,850 — (1,850 ) (c)(f) — Interest and dividends — — — — 3,653 (c) 3,653 Reimbursement from affiliates — — — (14 ) 3,901 (e) 3,887 Aircraft lease revenue — — — — 394 (f) 394 Reinsurance premiums — — — — 1,010 (g) 1,010 Other revenue 682 271 953 — 368 (g) 1,321 Consolidated Funds revenues — — — 1,551 — 1,551 Total revenues 25,125 80,515 105,640 1,010 (5,611 ) 101,039 Expenses Non interest expense 20,261 83,761 104,022 — 2,791 (b)(d) 106,813 Interest and dividends 3,183 1,090 4,273 — 3,037 (c) 7,310 Consolidated Funds expenses — — — 1,816 — 1,816 Total expenses 23,444 84,851 108,295 1,816 5,828 115,939 Total other income (loss) — — — (3,413 ) 6,998 (c) 3,585 Income taxes expense / (benefit) — — — — (3,320 ) (b) (3,320 ) (Income) loss attributable to redeemable non-controlling interests in consolidated subsidiaries and funds (2,227 ) — (2,227 ) 4,219 2,305 4,297 Economic Income (Loss) / Net Income (loss) attributable to Cowen Group, Inc. $ (546 ) $ (4,336 ) $ (4,882 ) $ — $ 1,184 $ (3,698 ) The following is a summary of the adjustments made to US GAAP net income (loss) for the segment to arrive at Economic Income (Loss): Funds Consolidation: The impacts of consolidation and the related elimination entries of the Consolidated Funds are not included in Economic Income (Loss). Adjustments to reconcile to US GAAP net income (loss) include elimination of incentive income and management fees earned from the Consolidated Funds and addition of fund expenses excluding management fees paid, fund revenues and investment income (loss). Other Adjustments: (a) Economic Income (Loss) recognizes revenues (i) net of distribution fees paid to agents and (ii) our proportionate share of management and incentive fees of certain real estate operating entities, the healthcare royalty business and the activist business. (b) Economic Income (Loss) excludes income taxes and acquisition related adjustments as management does not consider these items when evaluating the performance of the segment. (c) Economic Income (Loss) recognizes Company income from proprietary trading (including interest and dividends). (d) Economic Income (Loss) recognizes the Company's proportionate share of expenses, for certain real estate operating entities and the activist business, for which the investments are recorded under the equity method of accounting for investments. (e) Reimbursement from affiliates is shown as a reduction of Economic Income expenses, but is included as a part of revenues under US GAAP. (f) Aircraft lease revenue is shown net of expenses in other revenue for Economic Income (Loss). (g) Economic Income (Loss) recognizes underwriting income from the Company's insurance related activities, net of expenses, within other revenue. |
Organization and Business (Deta
Organization and Business (Details) | Dec. 05, 2016 | Mar. 31, 2017segment |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Stockholders' Equity Note, Stock Split, Conversion Ratio | 0.25 | |
Number of business segments | 2 |
Significant Accounting Polici42
Significant Accounting Policies All Other - Quarterly (Details) $ in Millions | 3 Months Ended | |
Mar. 31, 2017USD ($)cowenfund | Dec. 31, 2016USD ($) | |
Total net assets of consolidated VIEs | $ 468.7 | $ 461.6 |
Deferred rent | $ 10 | $ 10.3 |
Other investment companies | ||
Number of funds, Consolidated | cowenfund | 6 | |
Assets Held under Capital Leases | ||
Property, Plant and Equipment, Useful Life | 5 years | |
Minimum | Telephone and computer equipment | ||
Property, Plant and Equipment, Useful Life | 3 years | |
Minimum | Computer Software, Intangible Asset | ||
Property, Plant and Equipment, Useful Life | 3 years | |
Minimum | Furniture and Fixtures | ||
Property, Plant and Equipment, Useful Life | 5 years | |
Minimum | Leasehold improvements | ||
Property, Plant and Equipment, Useful Life | 5 years | |
Minimum | Aircraft | ||
Property, Plant and Equipment, Useful Life | 10 years | |
Minimum | Flight Equipment | ||
Property, Plant and Equipment, Useful Life | 4 years | |
Maximum | Telephone and computer equipment | ||
Property, Plant and Equipment, Useful Life | 8 years | |
Maximum | Computer Software, Intangible Asset | ||
Property, Plant and Equipment, Useful Life | 7 years | |
Maximum | Furniture and Fixtures | ||
Property, Plant and Equipment, Useful Life | 8 years | |
Maximum | Leasehold improvements | ||
Property, Plant and Equipment, Useful Life | 15 years | |
Maximum | Aircraft | ||
Property, Plant and Equipment, Useful Life | 20 years | |
Maximum | Flight Equipment | ||
Property, Plant and Equipment, Useful Life | 10 years |
Cash Collateral Pledged (Detail
Cash Collateral Pledged (Details) - USD ($) $ in Thousands | Mar. 31, 2017 | Dec. 31, 2016 |
Cash collateral pledged | $ 14,696 | $ 13,342 |
Facility Leases | ||
Cash collateral pledged | 9,200 | $ 7,800 |
Letter of Credit Reinsurance Agreement | Letter of Credit | ||
Letter of credit, borrowing capacity | $ 5,500 |
Investments of Operating Enti44
Investments of Operating Entities and Consolidated Funds - Securities Owned at Fair Value - (Details) - USD ($) | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2017 | Dec. 31, 2016 | |||
Investment Holdings [Line Items] | ||||
Concentration of Risk, Number of Investments | 1 | 0 | ||
Marketable Securities, Consolidated Funds | $ 91,759,000 | $ 79,237,000 | ||
Securities owned, at fair value | 656,381,000 | 700,876,000 | ||
Fair Value, Concentration of Risk, Investments | 0 | |||
US Government Securities | ||||
Investment Holdings [Line Items] | ||||
Marketable Securities, Consolidated Funds | 3,495,000 | [1] | 6,994,000 | |
Trading Securities, Debt | [2] | $ 3,790,000 | $ 3,780,000 | |
Investment Interest Rate | 0.00% | 0.00% | ||
Preferred Stock | ||||
Investment Holdings [Line Items] | ||||
Marketable Securities, Consolidated Funds | $ 40,716,000 | $ 37,343,000 | ||
Trading Securities, Equity | [3] | 16,516,000 | 15,811,000 | |
Common Stock | ||||
Investment Holdings [Line Items] | ||||
Marketable Securities, Consolidated Funds | 40,557,000 | 28,474,000 | ||
Trading Securities, Equity | [3] | 621,073,000 | 669,655,000 | |
Convertible Bonds | ||||
Investment Holdings [Line Items] | ||||
Trading Securities, Debt | [4] | $ 250,000 | $ 250,000 | |
Investment Interest Rate | 8.00% | 8.00% | ||
Corporate Bonds | ||||
Investment Holdings [Line Items] | ||||
Marketable Securities, Consolidated Funds | $ 3,781,000 | [5] | $ 4,214,000 | |
Trading Securities, Debt | [6] | $ 2,990,000 | $ 2,477,000 | |
Corporate Bonds | Minimum | ||||
Investment Holdings [Line Items] | ||||
Investment Interest Rate | 5.50% | 6.25% | ||
Securities sold, not yet purchased, interest rate | 3.625% | 5.50% | ||
Corporate Bonds | Maximum | ||||
Investment Holdings [Line Items] | ||||
Investment Interest Rate | 13.00% | 13.00% | ||
Securities sold, not yet purchased, interest rate | 8.875% | 6.25% | ||
Loans | ||||
Investment Holdings [Line Items] | ||||
Marketable Securities, Consolidated Funds | $ 3,208,000 | [5] | $ 2,209,000 | |
Warrants and Rights | ||||
Investment Holdings [Line Items] | ||||
Marketable Securities, Consolidated Funds | 2,000 | 3,000 | ||
Trading Securities, Equity | 11,053,000 | 8,335,000 | ||
Trade Claims | ||||
Investment Holdings [Line Items] | ||||
Trading Securities, Debt | 703,000 | 562,000 | ||
Mutual Fund | ||||
Investment Holdings [Line Items] | ||||
Trading Securities, Equity | [3] | $ 6,000 | $ 6,000 | |
Consolidated Funds | US Government Securities | ||||
Investment Holdings [Line Items] | ||||
Investment Interest Rate | 0.00% | 0.00% | ||
Consolidated Funds | Corporate Bonds | Minimum | ||||
Investment Holdings [Line Items] | ||||
Investment Interest Rate | 0.00% | 0.00% | ||
Securities sold, not yet purchased, interest rate | 4.38% | |||
Consolidated Funds | Corporate Bonds | Maximum | ||||
Investment Holdings [Line Items] | ||||
Investment Interest Rate | 14.37% | 14.37% | ||
Securities sold, not yet purchased, interest rate | 9.25% | |||
Enterprise Master | ||||
Investment Holdings [Line Items] | ||||
Securities owned, at fair value | $ 2,282,000 | $ 2,416,000 | ||
Enterprise Master | Preferred Stock | ||||
Investment Holdings [Line Items] | ||||
Securities owned, at fair value | 1,479,000 | 1,581,000 | ||
Enterprise Master | Common Stock | ||||
Investment Holdings [Line Items] | ||||
Securities owned, at fair value | 803,000 | 835,000 | ||
Merger Master | Common Stock | ||||
Investment Holdings [Line Items] | ||||
Securities owned, at fair value | 934,200,000 | 835,700,000 | ||
Caerus Master [Member] | Common Stock | ||||
Investment Holdings [Line Items] | ||||
Securities owned, at fair value | 3,200,000 | |||
Mutual Fund | Estimate of Fair Value Measurement [Member] | ||||
Investment Holdings [Line Items] | ||||
Trading Securities, Equity | [3] | 100,000 | 100,000 | |
Common Stock | Estimate of Fair Value Measurement [Member] | ||||
Investment Holdings [Line Items] | ||||
Trading Securities, Equity | [3] | 4,900,000 | 5,200,000 | |
Preferred Stock | Estimate of Fair Value Measurement [Member] | ||||
Investment Holdings [Line Items] | ||||
Trading Securities, Equity | [3] | $ 6,100,000 | $ 7,000,000 | |
Linkem [Member] | 517210 Wireless Telecommunications Carriers (except Satellite) [Member] | ITALY | Equity Securities [Member] | ||||
Investment Holdings [Line Items] | ||||
Concentration Risk, Percentage | 6.20% | |||
Fair Value, Concentration of Risk, Investments | $ 48,346,757,000 | |||
[1] | As of March 31, 2017, the maturity was June 2017 with an interest rate of 0%. As of December 31, 2016, the maturity was March 2017 with an interest rate of 0%. | |||
[2] | As of March 31, 2017, maturities ranged from June 2017 to February 2018 with an interest rate of 0%. As of December 31, 2016, maturities ranged from February 2017 to December 2017 with an interest rate of 0%. | |||
[3] | The Company has elected the fair value option for investments in securities of preferred and common stocks and mutual funds with a fair value of $6.1 million, $4.9 million and $0.1 million, respectively, at March 31, 2017 and $7.0 million, $5.2 million and $0.1 million , respectively, at December 31, 2016. | |||
[4] | As of March 31, 2017, the maturity was March 2018 with an interest rate of 8%. As of December 31, 2016, the maturity was March 2018 with an interest rate of 8%. | |||
[5] | As of March 31, 2017, maturities ranged from October 2017 to June 2038 and interest rates ranged from 0% to 14.37%. As of December 31, 2016, maturities ranged from October 2017 to June 2038 and interest rates ranged from 0% and 14.37%. | |||
[6] | As of March 31, 2017, maturities ranged from March 2021 to January 2036 and interest rates ranged from 5.50% to 13.00%. As of December 31, 2016, maturities ranged from January 2017 to January 2036 and interest rates ranged from 6.25% to 13.00%. |
Investments of Operating Enti45
Investments of Operating Entities and Consolidated Funds - Derivatives (Details) $ / shares in Units, $ in Thousands | Dec. 05, 2016 | Mar. 31, 2017USD ($)contractshares | Mar. 31, 2016USD ($) | Mar. 31, 2015USD ($) | Dec. 31, 2016USD ($)contract | Mar. 10, 2014USD ($)$ / shares | |
Derivative [Line Items] | |||||||
Payable for derivatives, Consolidated Funds | $ 876 | $ 572 | |||||
Receivable on derivatives, Consolidated Funds | $ 909 | 893 | |||||
Stockholders' Equity Note, Stock Split, Conversion Ratio | 0.25 | ||||||
Warrants issued | $ 15,200 | ||||||
Cost of hedge transaction and warrant, net | $ 20,500 | ||||||
Trading days for expiration | 80 days | ||||||
Receivable on derivative contracts, at fair value | $ 18,137 | 22,901 | |||||
Payable for derivative contracts, at fair value | 14,143 | 20,762 | |||||
Futures | |||||||
Derivative [Line Items] | |||||||
Receivable on derivative contracts, at fair value | 32 | 104 | |||||
Payable for derivative contracts, at fair value | 72 | 642 | |||||
Derivative Asset, Notional Amount | 10,771 | 12,421 | |||||
Derivative Liability, Notional Amount | 27,783 | 38,345 | |||||
Swaps | |||||||
Derivative [Line Items] | |||||||
Receivable on derivative contracts, at fair value | 2,283 | 468 | |||||
Payable for derivative contracts, at fair value | 3,075 | 181 | |||||
Derivative Asset, Notional Amount | 150,451 | 46,462 | |||||
Derivative Liability, Notional Amount | 56,613 | 9,533 | |||||
Currency forward | |||||||
Derivative [Line Items] | |||||||
Payable for derivatives, Consolidated Funds | 27 | 10 | |||||
Receivable on derivatives, Consolidated Funds | 18 | 18 | |||||
Equity Swap | |||||||
Derivative [Line Items] | |||||||
Payable for derivatives, Consolidated Funds | 804 | 495 | |||||
Receivable on derivatives, Consolidated Funds | 812 | 731 | |||||
Currency Forwards | |||||||
Derivative [Line Items] | |||||||
Receivable on derivative contracts, at fair value | 243 | 592 | |||||
Payable for derivative contracts, at fair value | 134 | 0 | |||||
Derivative Asset, Notional Amount | 70,345 | 80,608 | |||||
Derivative Liability, Notional Amount | 2,134 | 0 | |||||
Options | |||||||
Derivative [Line Items] | |||||||
Payable for derivatives, Consolidated Funds | 45 | 67 | |||||
Receivable on derivatives, Consolidated Funds | 79 | 144 | |||||
Receivable on derivative contracts, at fair value | [1] | $ 15,412 | $ 21,539 | ||||
Derivative Asset, Number of Instruments Held | contract | [1] | 258,783 | 256,097 | ||||
Put Option | |||||||
Derivative [Line Items] | |||||||
Payable for derivative contracts, at fair value | [2] | $ 10,862 | $ 19,939 | ||||
Derivative Liability, Number of Instruments Held | contract | [2] | 37,897 | 23,726 | ||||
Foreign Exchange Option | |||||||
Derivative [Line Items] | |||||||
Receivable on derivative contracts, at fair value | $ 167 | $ 198 | |||||
Derivative Asset, Notional Amount | 44,201 | 57,051 | |||||
Receivables from Brokers-Dealers and Clearing Organizations | |||||||
Derivative [Line Items] | |||||||
Collateral posted | 36,600 | 17,100 | |||||
Receivable on derivatives contracts, at fair value [Member] | |||||||
Derivative [Line Items] | |||||||
Derivative Asset, Fair Value, Gross Asset | 18,137 | 22,901 | |||||
Derivative Asset, Fair Value, Amount Offset Against Collateral | [3] | 0 | 0 | ||||
Receivable on derivative contracts, at fair value | 18,137 | 22,901 | |||||
Derivative Asset, Fair Value, Amount Not Offset Against Collateral | [4] | 2,693 | 1,382 | ||||
Derivative asset, net of offset | 15,444 | 21,519 | |||||
Financial Instruments, Owned and Pledged as Collateral, at Fair Value | 0 | 0 | |||||
Payable for derivatives contracts, at fair value [Member] | |||||||
Derivative [Line Items] | |||||||
Derivative Liability, Fair Value, Gross Liability | 14,143 | 20,762 | |||||
Derivative Liability, Fair Value, Amount Offset Against Collateral | [3] | 0 | 0 | ||||
Payable for derivative contracts, at fair value | 14,143 | 20,762 | |||||
Derivative Liability, Fair Value, Amount Not Offset Against Collateral | [4] | 3,209 | 181 | ||||
Derivative Liability, net of offset | 10,934 | 20,581 | |||||
Financial Instruments, Owned and Pledged as Collateral, at Fair Value | 0 | 0 | |||||
Merger Master | |||||||
Derivative [Line Items] | |||||||
Receivable on derivative contracts, at fair value | 9,435 | 4,519 | |||||
Payable for derivative contracts, at fair value | 2,142 | 2,408 | |||||
Merger Master | Swaps | |||||||
Derivative [Line Items] | |||||||
Receivable on derivative contracts, at fair value | 3,984 | 255 | |||||
Payable for derivative contracts, at fair value | 1,079 | 123 | |||||
Merger Master | Options | |||||||
Derivative [Line Items] | |||||||
Receivable on derivative contracts, at fair value | 5,451 | 4,264 | |||||
Merger Master | Put Option | |||||||
Derivative [Line Items] | |||||||
Payable for derivative contracts, at fair value | $ 1,063 | $ 2,285 | |||||
Common Stock Class A | |||||||
Derivative [Line Items] | |||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | shares | 7,012,196 | ||||||
Class of Warrant, Exercise Price of Warrants or Rights | $ / shares | $ 28.72 | ||||||
Convertible Debt | |||||||
Derivative [Line Items] | |||||||
Call Option, Fair Value | $ 7,000 | $ 35,700 | |||||
Other Income [Member] | |||||||
Derivative [Line Items] | |||||||
Realized and unrealized gains/(losses) related to derivatives trading activities | $ (8,600) | $ 2,400 | |||||
[1] | Includes index, equity, commodity future and cash conversion options. | ||||||
[2] | Includes index, equity, commodity future and cash conversion options. | ||||||
[3] | Includes financial instruments subject to enforceable master netting provisions that are permitted to be offset to the extent an event of default has occurred. | ||||||
[4] | Includes the amount of collateral held or posted. |
Investments of Operating Enti46
Investments of Operating Entities and Consolidated Funds - Other Investments - Quarterly (Details) - USD ($) $ in Thousands | Mar. 31, 2017 | Dec. 31, 2016 | ||
Investment Holdings [Line Items] | ||||
Other investments | $ 150,813 | $ 157,279 | ||
Portfolio Funds, at fair value | ||||
Investment Holdings [Line Items] | ||||
Other investments | 112,425 | [1] | 120,023 | [2] |
Equity Method Investments | ||||
Investment Holdings [Line Items] | ||||
Other investments | 38,091 | 36,991 | ||
Lehman claims, at fair value | ||||
Investment Holdings [Line Items] | ||||
Other investments | $ 297 | $ 265 | ||
[1] | In accordance with US GAAP, certain investments that are measured at fair value using the net asset value per share (or its equivalent) as a 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 condensed consolidated statement of financial condition. | |||
[2] | In accordance with US GAAP, certain investments that are measured at fair value using the net asset value per share (or its equivalent) as a 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 condensed consolidated statement of financial condition. |
Investments of Operating Enti47
Investments of Operating Entities and Consolidated Funds - Portfolio Funds - (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||
Mar. 31, 2017 | Dec. 31, 2016 | ||||
Investment Holdings [Line Items] | |||||
Portfolio Funds, Consolidated Funds | $ 401,528 | $ 401,465 | |||
Other investments | 150,813 | 157,279 | |||
Enterprise LP | |||||
Investment Holdings [Line Items] | |||||
Portfolio Funds, Consolidated Funds | 107,454 | 114,159 | |||
Merger Fund | |||||
Investment Holdings [Line Items] | |||||
Portfolio Funds, Consolidated Funds | 294,074 | 281,572 | |||
Caerus LP [Member] | |||||
Investment Holdings [Line Items] | |||||
Portfolio Funds, Consolidated Funds | 0 | 5,734 | |||
Portfolio Funds | |||||
Investment Holdings [Line Items] | |||||
Other investments | 112,425 | [1] | 120,023 | [2] | |
Portfolio Funds | Healthcare Royalty Partners | Affiliated Entity | |||||
Investment Holdings [Line Items] | |||||
Other investments | [3],[4] | 6,990 | 7,147 | ||
Portfolio Funds | Green Energy Metals Fund, LP [Member] | Affiliated Entity | |||||
Investment Holdings [Line Items] | |||||
Other investments | [5] | 14,044 | 6,241 | ||
Portfolio Funds | Healthcare Royalty Partners II | Affiliated Entity | |||||
Investment Holdings [Line Items] | |||||
Other investments | [3],[4] | 2,162 | 2,091 | ||
Portfolio Funds | Orchard Square Partners Credit Fund LP | |||||
Investment Holdings [Line Items] | |||||
Other investments | $ 0 | $ 4,327 | [6] | ||
Portfolio Funds | Orchard Square Partners Credit Fund LP | Affiliated Entity | |||||
Investment Holdings [Line Items] | |||||
Required notice period, redemption | 60 days | 60 days | |||
Penalty on redemptions of less than one year | 4.00% | 4.00% | |||
Portfolio Funds | Starboard Value and Opportunity Fund LP | Affiliated Entity | |||||
Investment Holdings [Line Items] | |||||
Other investments | [4],[7] | $ 29,246 | $ 27,424 | ||
Required notice period, withdrawal | 90 days | 90 days | |||
Portfolio Funds | Starboard Partners Fund LP | Affiliated Entity | |||||
Investment Holdings [Line Items] | |||||
Other investments | $ 0 | $ 5,067 | [4],[8] | ||
Required notice period, withdrawal | 180 days | 180 days | |||
Portfolio Funds | Starboard Leaders Fund LP | Affiliated Entity | |||||
Investment Holdings [Line Items] | |||||
Other investments | [4],[9] | $ 1,181 | $ 1,231 | ||
Unfunded Commitment cancellation | 30 days | 30 days | |||
Portfolio Funds | Formation 8 Partners Fund I LP | |||||
Investment Holdings [Line Items] | |||||
Other investments | [10] | $ 21,143 | $ 22,234 | ||
Portfolio Funds | Eclipse Ventures Fund I, L.P. | |||||
Investment Holdings [Line Items] | |||||
Other investments | [11] | 2,157 | 1,790 | ||
Portfolio Funds | Lagunita Biosciences, LLC | |||||
Investment Holdings [Line Items] | |||||
Other investments | [12] | 1,690 | 1,698 | ||
Portfolio Funds | RCGL 12E13th LLC | Affiliated Entity | |||||
Investment Holdings [Line Items] | |||||
Other investments | [4],[13] | 348 | 348 | ||
Portfolio Funds | RCGLongview Debt Fund V, L.P. | Affiliated Entity | |||||
Investment Holdings [Line Items] | |||||
Other investments | [4],[13] | 15,798 | 16,187 | ||
Portfolio Funds | RCG LPP2 PNW5 Co-Invest, L.P. | Affiliated Entity | |||||
Investment Holdings [Line Items] | |||||
Other investments | [4],[14] | 3,104 | 3,152 | ||
Portfolio Funds | Quadratic Fund LLC [Member] | Affiliated Entity | |||||
Investment Holdings [Line Items] | |||||
Other investments | [4],[15] | $ 965 | $ 6,729 | ||
Required notice period, withdrawal | 30 days | 30 days | |||
Portfolio Funds | Other Funds | |||||
Investment Holdings [Line Items] | |||||
Other investments | [4],[16] | $ 8,927 | $ 8,548 | ||
Portfolio Funds | Other Funds | Affiliated Entity | |||||
Investment Holdings [Line Items] | |||||
Other investments | [4],[17] | 4,670 | 5,809 | ||
Portfolio Funds | Enterprise Master | |||||
Investment Holdings [Line Items] | |||||
Other investments | 117,778 | 118,027 | |||
Portfolio Funds | Enterprise Master | RCG Longview Equity Fund, LP | Affiliated Entity | Real Estate Funds | |||||
Investment Holdings [Line Items] | |||||
Other investments | [18] | 4,492 | 4,744 | ||
Portfolio Funds | Enterprise Master | RCG Longview II, LP | Affiliated Entity | Real Estate Funds | |||||
Investment Holdings [Line Items] | |||||
Other investments | [18] | 831 | 836 | ||
Portfolio Funds | Enterprise Master | RCG Longview Debt Fund IV, LP | Affiliated Entity | Real Estate Funds | |||||
Investment Holdings [Line Items] | |||||
Other investments | [18] | 1,488 | 1,637 | ||
Portfolio Funds | Enterprise Master | RCG Special Opportunities Fund, Ltd | Affiliated Entity | Multi-strategy | |||||
Investment Holdings [Line Items] | |||||
Other investments | [18] | 103,034 | 101,832 | ||
Portfolio Funds | Enterprise Master | RCG Renergys, LLC | Affiliated Entity | Energy Strategy | |||||
Investment Holdings [Line Items] | |||||
Other investments | [18] | 1 | 1 | ||
Portfolio Funds | Enterprise Master | Other Private Investment | Various Strategies | |||||
Investment Holdings [Line Items] | |||||
Other investments | 7,932 | 8,682 | |||
Portfolio Funds | Enterprise Master | Real Estate Funds | Real Estate Funds | |||||
Investment Holdings [Line Items] | |||||
Other investments | [18] | 0 | 295 | ||
Clawback Obligation [Member] | |||||
Investment Holdings [Line Items] | |||||
Other Commitment | 6,200 | ||||
Clawback Obligation [Member] | RCG Longview Partners II, LLC | |||||
Investment Holdings [Line Items] | |||||
Other Commitment | $ 6,200 | $ 6,200 | |||
[1] | In accordance with US GAAP, certain investments that are measured at fair value using the net asset value per share (or its equivalent) as a 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 condensed consolidated statement of financial condition. | ||||
[2] | In accordance with US GAAP, certain investments that are measured at fair value using the net asset value per share (or its equivalent) as a 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 condensed consolidated statement of financial condition. | ||||
[3] | HealthCare Royalty Partners, L.P. and HealthCare Royalty Partners II, L.P. are private equity funds and therefore distributions will be made when cash flows are received from the underlying investments, typically on a quarterly basis. | ||||
[4] | These portfolio funds are affiliates of the Company. | ||||
[5] | The Green Energy Metals Fund, LP invests the vast majority of its capital in physical off-exchange traded minor metals that are crucial to the production and sustainability of clean energy, emerging technology and energy efficiency. The Company is invested in a managed account specifically targeting cobalt. The Green Energy Metals Fund, LP is a private equity structure and therefore distributions will be made when the underlying investments are liquidated | ||||
[6] | Orchard Square Partners Credit Fund LP has a quarterly redemption policy with a 60 day notice period and a 4% penalty on redemptions of investments of less than a year in duration. | ||||
[7] | Starboard Value and Opportunity Fund LP permits quarterly withdrawals upon 90 days' notice. | ||||
[8] | Starboard Partners Fund LP permits redemptions on a semi-annual basis on 180 days' prior written notice subsequent to an initial two year lock up. | ||||
[9] | Starboard Leaders Fund LP does not permit withdrawals, but instead allows terminations with respect to capital commitments upon 30 days' prior written notice at any time following the first anniversary of an investors' initial capital contribution. | ||||
[10] | Formation8 Partners Fund I, L.P. is a private equity fund which invests in early stage and growth transformational information and energy technology companies. Distributions will be made when the underlying investments are liquidated. | ||||
[11] | Eclipse Ventures Fund I, L.P. is a private equity fund which invests in early stage and growth hardware companies. Distributions will be made when the underlying investments are liquidated. | ||||
[12] | Lagunita Biosciences, LLC, a healthcare investment company that creates and grows early stage companies to commercialize impactful translational science that addresses significant clinical needs, is a private equity structure and therefore distributions will be made when the underlying investments are liquidated. | ||||
[13] | RCGL 12E13th LLC and RCG Longview Debt Fund V, L.P. are real estate private equity structures and therefore distributions will be made when the underlying investments are liquidated. | ||||
[14] | RCG LPP2 PNW5 Co-Invest, L.P. is a single purpose entity formed to participate in a joint venture which acquired five multi-unit residential rental properties located in the Pacific Northwest. RCG LPP2 PNW5 Co-Invest, L.P. is a private equity structure and therefore distributions will be made when the underlying investments are liquidated. | ||||
[15] | Quadratic Fund LLC permits redemptions on a 30 day prior written notice. | ||||
[16] | Other private investment represents the Company's closed end investment in a portfolio fund that invests in a wireless broadband communication provider in Italy. | ||||
[17] | The majority of these funds are affiliates of the Company or are managed by the Company and the investors can redeem from these funds as investments are liquidated. | ||||
[18] | Affiliates of the Company. |
Investments of Operating Enti48
Investments of Operating Entities and Consolidated Funds - Equity Method Investments - (Details) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2017USD ($) | Mar. 31, 2016USD ($) | Dec. 31, 2016USD ($) | |
Schedule of Equity Method Investments [Line Items] | |||
Other investments | $ 150,813 | $ 157,279 | |
Net Gains (Losses) on Securities, Derivatives and Other Investments | |||
Schedule of Equity Method Investments [Line Items] | |||
Income (Loss) from Equity Method Investments | $ 3,100 | $ 4,600 | |
Equity Method Investments | |||
Schedule of Equity Method Investments [Line Items] | |||
number of investments | 0 | ||
Other investments | $ 38,091 | 36,991 | |
Starboard Value LP | Equity Method Investments | |||
Schedule of Equity Method Investments [Line Items] | |||
Other investments | 12,817 | 12,501 | |
Surf House Ocean Views Holdings, LLC | Equity Method Investments | |||
Schedule of Equity Method Investments [Line Items] | |||
Other investments | 13,696 | 13,522 | |
RCG Longview Debt Fund V Partners, LLC | Equity Method Investments | |||
Schedule of Equity Method Investments [Line Items] | |||
Other investments | 7,804 | 7,256 | |
Healthcare Royalty GP II, LLC | Equity Method Investments | |||
Schedule of Equity Method Investments [Line Items] | |||
Other investments | 366 | 354 | |
Healthcare Royalty GP, LLC | Equity Method Investments | |||
Schedule of Equity Method Investments [Line Items] | |||
Other investments | 570 | 583 | |
RCG Longview Management, LLC | Equity Method Investments | |||
Schedule of Equity Method Investments [Line Items] | |||
Other investments | 758 | 656 | |
RCG Longview Debt Fund IV Management, LLC | Equity Method Investments | |||
Schedule of Equity Method Investments [Line Items] | |||
Other investments | 331 | 331 | |
RCG Kennedy House, LLC | Equity Method Investments | |||
Schedule of Equity Method Investments [Line Items] | |||
Other investments | 136 | 183 | |
Healthcare Royalty GP III, LLC | Equity Method Investments | |||
Schedule of Equity Method Investments [Line Items] | |||
Other investments | 149 | 208 | |
RCG Longview Equity Management, LLC | Equity Method Investments | |||
Schedule of Equity Method Investments [Line Items] | |||
Other investments | 114 | 114 | |
Healthcare Overflow Fund GP, LLC [Member] | Equity Method Investments | |||
Schedule of Equity Method Investments [Line Items] | |||
Other investments | 75 | 68 | |
Equity Method Investee, Other | Equity Method Investments | |||
Schedule of Equity Method Investments [Line Items] | |||
Other investments | $ 1,275 | 1,215 | |
Minimum | |||
Schedule of Equity Method Investments [Line Items] | |||
Equity Method Investment, Ownership Percentage | 20.00% | ||
Maximum | |||
Schedule of Equity Method Investments [Line Items] | |||
Equity Method Investment, Ownership Percentage | 57.00% | ||
Clawback Obligation [Member] | |||
Schedule of Equity Method Investments [Line Items] | |||
Other Commitment | 6,200 | ||
Clawback Obligation [Member] | RCG Longview Partners II, LLC | |||
Schedule of Equity Method Investments [Line Items] | |||
Other Commitment | $ 6,200 | $ 6,200 |
Investments of Operating Enti49
Investments of Operating Entities and Consolidated Funds - Securities Sold, Not Yet Purchased (Details) - USD ($) | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2017 | Dec. 31, 2016 | |||
Investments Sold, Not yet Purchased [Line Items] | ||||
Securities sold, not yet purchased, Consolidated Funds | $ 0 | [1] | $ 883,000 | |
Securities sold, not yet purchased, at fair value | $ 335,676,000 | $ 266,090,000 | ||
Convertible Debt Securities [Member] | ||||
Investments Sold, Not yet Purchased [Line Items] | ||||
Investment Interest Rate | 8.00% | 8.00% | ||
Corporate Bonds | ||||
Investments Sold, Not yet Purchased [Line Items] | ||||
Securities sold, not yet purchased, Consolidated Funds | [1] | $ 672,000 | ||
Securities sold, not yet purchased, at fair value | [2] | $ 6,193,000 | $ 2,591,000 | |
Corporate Bonds | Minimum | ||||
Investments Sold, Not yet Purchased [Line Items] | ||||
Investment Interest Rate | 5.50% | 6.25% | ||
Securities sold, not yet purchased, interest rate | 3.625% | 5.50% | ||
Corporate Bonds | Maximum | ||||
Investments Sold, Not yet Purchased [Line Items] | ||||
Investment Interest Rate | 13.00% | 13.00% | ||
Securities sold, not yet purchased, interest rate | 8.875% | 6.25% | ||
Corporate Bonds | Consolidated Funds | Minimum | ||||
Investments Sold, Not yet Purchased [Line Items] | ||||
Investment Interest Rate | 0.00% | 0.00% | ||
Securities sold, not yet purchased, interest rate | 4.38% | |||
Corporate Bonds | Consolidated Funds | Maximum | ||||
Investments Sold, Not yet Purchased [Line Items] | ||||
Investment Interest Rate | 14.37% | 14.37% | ||
Securities sold, not yet purchased, interest rate | 9.25% | |||
Common Stock | ||||
Investments Sold, Not yet Purchased [Line Items] | ||||
Securities sold, not yet purchased, Consolidated Funds | $ 211,000 | |||
Securities sold, not yet purchased, at fair value | $ 329,477,000 | 263,460,000 | ||
Common Stock | Merger Master | ||||
Investments Sold, Not yet Purchased [Line Items] | ||||
Securities sold, not yet purchased, at fair value | 343,600,000 | 395,500,000 | ||
Common Stock | Caerus Master [Member] | ||||
Investments Sold, Not yet Purchased [Line Items] | ||||
Securities sold, not yet purchased, at fair value | 2,600,000 | |||
Warrants and Rights | ||||
Investments Sold, Not yet Purchased [Line Items] | ||||
Securities sold, not yet purchased, at fair value | $ 6,000 | $ 39,000 | ||
[1] | As of December 31, 2016, maturities ranged from September 2019 to September 2023 and interest rates ranged from 4.38% to 9.25%. | |||
[2] | As of March 31, 2017, the maturities ranged from August 2020 to October 2042 with interest rates ranged from 3.63% to 8.88%. As of December 31, 2016, the maturities ranged from April 2021 to January 2036 with interest rates ranged from 5.50% to 6.25% |
Investments of Operating Enti50
Investments of Operating Entities and Consolidated Funds - Variable Interest Entities (Details) - Variable Interest Entity, Not Primary Beneficiary - USD ($) $ in Millions | Mar. 31, 2017 | Dec. 31, 2016 |
Variable Interest Entity [Line Items] | ||
Total assets of nonconsolidated variable interest entities | $ 5,100 | $ 5,300 |
Total liabilities of nonconsolidated variable interest entities | 900 | 1,000 |
Maximum exposure regarding nonconsolidated variable interest entities | $ 488.1 | $ 508.1 |
Fair Value Measurements for O51
Fair Value Measurements for Operating Entities and Consolidated Funds Assets and Liabilities at Fair Value on a Recurring Basis (Details) - USD ($) $ in Thousands | Mar. 31, 2017 | Dec. 31, 2016 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Assets, Fair Value Disclosure, Recurring | $ 767,483 | $ 804,172 | ||
Financial Liabilities Fair Value Disclosure | 355,969 | 294,304 | ||
Business Combination, Contingent Consideration Arrangements, Range of Outcomes, Value, Low | 100 | 100 | ||
Business Combination, Contingent Consideration Arrangements, Range of Outcomes, Value, High | 15,000 | 15,100 | ||
Other investments | 150,813 | 157,279 | ||
Other Investments, Consolidated Funds | 401,528 | 401,465 | ||
Investments | 1,319,527 | 1,362,651 | ||
Level 1 | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Assets, Fair Value Disclosure, Recurring | $ 673,317 | $ 699,940 | ||
Percentage of Total Assets at Fair Value | 87.70% | 87.00% | ||
Percentage of Total Liabilities at Fair Value | 93.70% | 91.60% | ||
Financial Liabilities Fair Value Disclosure | $ 333,491 | $ 269,605 | ||
Level 2 | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Assets, Fair Value Disclosure, Recurring | $ 13,462 | $ 20,868 | ||
Percentage of Total Assets at Fair Value | 1.80% | 2.60% | ||
Percentage of Total Liabilities at Fair Value | 2.90% | 1.30% | ||
Financial Liabilities Fair Value Disclosure | $ 10,233 | $ 3,949 | ||
Level 3 | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Assets, Fair Value Disclosure, Recurring | $ 80,704 | $ 83,364 | ||
Percentage of Total Assets at Fair Value | 10.50% | 10.40% | ||
Percentage of Total Liabilities at Fair Value | 3.40% | 7.10% | ||
Financial Liabilities Fair Value Disclosure | $ 12,245 | $ 20,750 | ||
Common Stock | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Financial Liabilities Fair Value Disclosure | 329,477 | 263,460 | ||
Common Stock | Level 1 | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Financial Liabilities Fair Value Disclosure | 329,477 | 263,460 | ||
Common Stock | Level 2 | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Financial Liabilities Fair Value Disclosure | 0 | 0 | ||
Common Stock | Level 3 | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Financial Liabilities Fair Value Disclosure | 0 | 0 | ||
Corporate Bonds | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Financial Liabilities Fair Value Disclosure | 6,193 | 2,591 | ||
Corporate Bonds | Level 1 | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Financial Liabilities Fair Value Disclosure | 0 | 0 | ||
Corporate Bonds | Level 2 | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Financial Liabilities Fair Value Disclosure | 6,193 | 2,591 | ||
Corporate Bonds | Level 3 | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Financial Liabilities Fair Value Disclosure | 0 | 0 | ||
Warrants and Rights | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Financial Liabilities Fair Value Disclosure | 6 | 39 | ||
Warrants and Rights | Level 1 | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Financial Liabilities Fair Value Disclosure | 6 | 39 | ||
Warrants and Rights | Level 2 | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Financial Liabilities Fair Value Disclosure | 0 | 0 | ||
Warrants and Rights | Level 3 | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Financial Liabilities Fair Value Disclosure | 0 | 0 | ||
Contingent liability payable | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Financial Liabilities Fair Value Disclosure | 5,274 | [1] | 5,997 | |
Contingent liability payable | Level 1 | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Financial Liabilities Fair Value Disclosure | 0 | [1] | 0 | [2] |
Contingent liability payable | Level 2 | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Financial Liabilities Fair Value Disclosure | 0 | [1] | 0 | [2] |
Contingent liability payable | Level 3 | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Financial Liabilities Fair Value Disclosure | 5,274 | [1] | 5,997 | [2] |
Futures | Options | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Financial Liabilities Fair Value Disclosure | 72 | 642 | ||
Futures | Options | Level 1 | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Financial Liabilities Fair Value Disclosure | 72 | 642 | ||
Futures | Options | Level 2 | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Financial Liabilities Fair Value Disclosure | 0 | 0 | ||
Futures | Options | Level 3 | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Financial Liabilities Fair Value Disclosure | 0 | 0 | ||
Currency forward | Options | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Financial Liabilities Fair Value Disclosure | 134 | |||
Currency forward | Options | Level 1 | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Financial Liabilities Fair Value Disclosure | 0 | |||
Currency forward | Options | Level 2 | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Financial Liabilities Fair Value Disclosure | 134 | |||
Currency forward | Options | Level 3 | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Financial Liabilities Fair Value Disclosure | 0 | |||
Swaps | Options | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Financial Liabilities Fair Value Disclosure | 3,075 | 181 | ||
Swaps | Options | Level 1 | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Financial Liabilities Fair Value Disclosure | 0 | 0 | ||
Swaps | Options | Level 2 | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Financial Liabilities Fair Value Disclosure | 3,075 | 181 | ||
Swaps | Options | Level 3 | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Financial Liabilities Fair Value Disclosure | 0 | 0 | ||
Put Option | Options | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Financial Liabilities Fair Value Disclosure | 10,862 | 19,939 | ||
Put Option | Options | Level 1 | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Financial Liabilities Fair Value Disclosure | 3,891 | 5,186 | ||
Put Option | Options | Level 2 | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Financial Liabilities Fair Value Disclosure | 0 | 0 | ||
Put Option | Options | Level 3 | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Financial Liabilities Fair Value Disclosure | 6,971 | 14,753 | ||
Trade Claims | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Assets, Fair Value Disclosure, Recurring | 703 | 562 | ||
Trade Claims | Level 1 | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Assets, Fair Value Disclosure, Recurring | 0 | 0 | ||
Trade Claims | Level 2 | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Assets, Fair Value Disclosure, Recurring | 0 | 0 | ||
Trade Claims | Level 3 | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Assets, Fair Value Disclosure, Recurring | 703 | 562 | ||
US Government Securities | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Assets, Fair Value Disclosure, Recurring | 3,790 | 3,780 | ||
US Government Securities | Level 1 | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Assets, Fair Value Disclosure, Recurring | 3,790 | 3,780 | ||
US Government Securities | Level 2 | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Assets, Fair Value Disclosure, Recurring | 0 | 0 | ||
US Government Securities | Level 3 | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Assets, Fair Value Disclosure, Recurring | 0 | 0 | ||
Preferred Stock | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Assets, Fair Value Disclosure, Recurring | 16,516 | 15,811 | ||
Preferred Stock | Level 1 | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Assets, Fair Value Disclosure, Recurring | 0 | 0 | ||
Preferred Stock | Level 2 | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Assets, Fair Value Disclosure, Recurring | 0 | 0 | ||
Preferred Stock | Level 3 | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Assets, Fair Value Disclosure, Recurring | 16,516 | 15,811 | ||
Common Stock | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Assets, Fair Value Disclosure, Recurring | 621,073 | 669,655 | ||
Common Stock | Level 1 | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Assets, Fair Value Disclosure, Recurring | 610,539 | 658,179 | ||
Common Stock | Level 2 | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Assets, Fair Value Disclosure, Recurring | 30 | 1,355 | ||
Common Stock | Level 3 | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Assets, Fair Value Disclosure, Recurring | 10,504 | 10,121 | ||
Convertible Bonds | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Assets, Fair Value Disclosure, Recurring | 250 | 250 | ||
Convertible Bonds | Level 1 | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Assets, Fair Value Disclosure, Recurring | 0 | 0 | ||
Convertible Bonds | Level 2 | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Assets, Fair Value Disclosure, Recurring | 0 | 0 | ||
Convertible Bonds | Level 3 | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Assets, Fair Value Disclosure, Recurring | 250 | 250 | ||
Corporate Bonds | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Assets, Fair Value Disclosure, Recurring | 2,990 | 2,477 | ||
Corporate Bonds | Level 1 | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Assets, Fair Value Disclosure, Recurring | 0 | 0 | ||
Corporate Bonds | Level 2 | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Assets, Fair Value Disclosure, Recurring | 2,990 | 2,477 | ||
Corporate Bonds | Level 3 | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Assets, Fair Value Disclosure, Recurring | 0 | 0 | ||
Warrants and Rights | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Assets, Fair Value Disclosure, Recurring | 11,053 | 8,335 | ||
Warrants and Rights | Level 1 | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Assets, Fair Value Disclosure, Recurring | 6,914 | 4,616 | ||
Warrants and Rights | Level 2 | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Assets, Fair Value Disclosure, Recurring | 0 | 0 | ||
Warrants and Rights | Level 3 | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Assets, Fair Value Disclosure, Recurring | 4,139 | 3,719 | ||
Mutual Funds | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Assets, Fair Value Disclosure, Recurring | 6 | 6 | ||
Mutual Funds | Level 1 | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Assets, Fair Value Disclosure, Recurring | 6 | 6 | ||
Mutual Funds | Level 2 | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Assets, Fair Value Disclosure, Recurring | 0 | 0 | ||
Mutual Funds | Level 3 | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Assets, Fair Value Disclosure, Recurring | 0 | 0 | ||
Derivative Assets | Futures | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Assets, Fair Value Disclosure, Recurring | 32 | 104 | ||
Derivative Assets | Futures | Level 1 | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Assets, Fair Value Disclosure, Recurring | 32 | 104 | ||
Derivative Assets | Futures | Level 2 | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Assets, Fair Value Disclosure, Recurring | 0 | 0 | ||
Derivative Assets | Futures | Level 3 | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Assets, Fair Value Disclosure, Recurring | 0 | 0 | ||
Derivative Assets | Currency forward | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Assets, Fair Value Disclosure, Recurring | 243 | 592 | ||
Derivative Assets | Currency forward | Level 1 | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Assets, Fair Value Disclosure, Recurring | 0 | 0 | ||
Derivative Assets | Currency forward | Level 2 | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Assets, Fair Value Disclosure, Recurring | 243 | 592 | ||
Derivative Assets | Currency forward | Level 3 | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Assets, Fair Value Disclosure, Recurring | 0 | 0 | ||
Derivative Assets | Swaps | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Assets, Fair Value Disclosure, Recurring | 2,283 | 468 | ||
Derivative Assets | Swaps | Level 1 | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Assets, Fair Value Disclosure, Recurring | 0 | 0 | ||
Derivative Assets | Swaps | Level 2 | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Assets, Fair Value Disclosure, Recurring | 2,283 | 468 | ||
Derivative Assets | Swaps | Level 3 | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Assets, Fair Value Disclosure, Recurring | 0 | 0 | ||
Derivative Assets | Options | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Assets, Fair Value Disclosure, Recurring | 15,579 | 21,737 | ||
Derivative Assets | Options | Level 1 | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Assets, Fair Value Disclosure, Recurring | 8,441 | 6,662 | ||
Derivative Assets | Options | Level 2 | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Assets, Fair Value Disclosure, Recurring | 167 | 322 | ||
Derivative Assets | Options | Level 3 | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Assets, Fair Value Disclosure, Recurring | 6,971 | 14,753 | ||
Lehman claims, at fair value | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Assets, Fair Value Disclosure, Recurring | 297 | 265 | ||
Other investments | 297 | 265 | ||
Lehman claims, at fair value | Level 1 | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Assets, Fair Value Disclosure, Recurring | 0 | 0 | ||
Lehman claims, at fair value | Level 2 | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Assets, Fair Value Disclosure, Recurring | 0 | 0 | ||
Lehman claims, at fair value | Level 3 | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Assets, Fair Value Disclosure, Recurring | 297 | 265 | ||
Portfolio Funds, at fair value | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Other investments | 112,425 | [3] | 120,023 | [4] |
Other Investments, Consolidated Funds | 401,528 | [3] | 401,465 | [4] |
Equity Method Investments | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Other investments | 38,091 | 36,991 | ||
Consolidated Funds | Common Stock | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Financial Liabilities Fair Value Disclosure | 211 | |||
Consolidated Funds | Common Stock | Level 1 | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Financial Liabilities Fair Value Disclosure | 211 | |||
Consolidated Funds | Common Stock | Level 2 | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Financial Liabilities Fair Value Disclosure | 0 | |||
Consolidated Funds | Common Stock | Level 3 | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Financial Liabilities Fair Value Disclosure | 0 | |||
Consolidated Funds | Corporate Bonds | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Financial Liabilities Fair Value Disclosure | 672 | |||
Consolidated Funds | Corporate Bonds | Level 1 | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Financial Liabilities Fair Value Disclosure | 0 | |||
Consolidated Funds | Corporate Bonds | Level 2 | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Financial Liabilities Fair Value Disclosure | 672 | |||
Consolidated Funds | Corporate Bonds | Level 3 | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Financial Liabilities Fair Value Disclosure | 0 | |||
Consolidated Funds | Currency forward | Options | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Financial Liabilities Fair Value Disclosure | 27 | 10 | ||
Consolidated Funds | Currency forward | Options | Level 1 | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Financial Liabilities Fair Value Disclosure | 0 | 0 | ||
Consolidated Funds | Currency forward | Options | Level 2 | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Financial Liabilities Fair Value Disclosure | 27 | 10 | ||
Consolidated Funds | Currency forward | Options | Level 3 | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Financial Liabilities Fair Value Disclosure | 0 | 0 | ||
Consolidated Funds | Equity Swap | Options | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Financial Liabilities Fair Value Disclosure | 804 | 495 | ||
Consolidated Funds | Equity Swap | Options | Level 1 | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Financial Liabilities Fair Value Disclosure | 0 | 0 | ||
Consolidated Funds | Equity Swap | Options | Level 2 | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Financial Liabilities Fair Value Disclosure | 804 | 495 | ||
Consolidated Funds | Equity Swap | Options | Level 3 | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Financial Liabilities Fair Value Disclosure | 0 | 0 | ||
Consolidated Funds | Put Option | Options | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Financial Liabilities Fair Value Disclosure | 45 | 67 | ||
Consolidated Funds | Put Option | Options | Level 1 | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Financial Liabilities Fair Value Disclosure | 45 | 67 | ||
Consolidated Funds | Put Option | Options | Level 2 | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Financial Liabilities Fair Value Disclosure | 0 | 0 | ||
Consolidated Funds | Put Option | Options | Level 3 | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Financial Liabilities Fair Value Disclosure | 0 | 0 | ||
Consolidated Funds | US Government Securities | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Assets, Fair Value Disclosure, Recurring | 3,495 | 6,994 | ||
Consolidated Funds | US Government Securities | Level 1 | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Assets, Fair Value Disclosure, Recurring | 3,495 | 6,994 | ||
Consolidated Funds | US Government Securities | Level 2 | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Assets, Fair Value Disclosure, Recurring | 0 | 0 | ||
Consolidated Funds | US Government Securities | Level 3 | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Assets, Fair Value Disclosure, Recurring | 0 | 0 | ||
Consolidated Funds | Preferred Stock | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Assets, Fair Value Disclosure, Recurring | 40,716 | 37,343 | ||
Consolidated Funds | Preferred Stock | Level 1 | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Assets, Fair Value Disclosure, Recurring | 0 | 0 | ||
Consolidated Funds | Preferred Stock | Level 2 | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Assets, Fair Value Disclosure, Recurring | 401 | |||
Consolidated Funds | Preferred Stock | Level 3 | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Assets, Fair Value Disclosure, Recurring | 40,315 | 36,928 | ||
Consolidated Funds | Common Stock | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Assets, Fair Value Disclosure, Recurring | 40,557 | 28,474 | ||
Consolidated Funds | Common Stock | Level 1 | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Assets, Fair Value Disclosure, Recurring | 40,021 | 19,467 | ||
Consolidated Funds | Common Stock | Level 2 | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Assets, Fair Value Disclosure, Recurring | 240 | 8,712 | ||
Consolidated Funds | Common Stock | Level 3 | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Assets, Fair Value Disclosure, Recurring | 296 | 295 | ||
Consolidated Funds | Corporate Bonds | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Assets, Fair Value Disclosure, Recurring | 3,781 | 4,214 | ||
Consolidated Funds | Corporate Bonds | Level 1 | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Assets, Fair Value Disclosure, Recurring | 0 | 0 | ||
Consolidated Funds | Corporate Bonds | Level 2 | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Assets, Fair Value Disclosure, Recurring | 3,781 | 4,214 | ||
Consolidated Funds | Corporate Bonds | Level 3 | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Assets, Fair Value Disclosure, Recurring | 0 | 0 | ||
Consolidated Funds | Warrants and Rights | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Assets, Fair Value Disclosure, Recurring | 2 | 3 | ||
Consolidated Funds | Warrants and Rights | Level 1 | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Assets, Fair Value Disclosure, Recurring | 0 | 0 | ||
Consolidated Funds | Warrants and Rights | Level 2 | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Assets, Fair Value Disclosure, Recurring | 0 | 0 | ||
Consolidated Funds | Warrants and Rights | Level 3 | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Assets, Fair Value Disclosure, Recurring | 2 | 3 | ||
Consolidated Funds | Derivative Assets | Currency forward | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Assets, Fair Value Disclosure, Recurring | 18 | 18 | ||
Consolidated Funds | Derivative Assets | Currency forward | Level 1 | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Assets, Fair Value Disclosure, Recurring | 0 | 0 | ||
Consolidated Funds | Derivative Assets | Currency forward | Level 2 | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Assets, Fair Value Disclosure, Recurring | 18 | 18 | ||
Consolidated Funds | Derivative Assets | Currency forward | Level 3 | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Assets, Fair Value Disclosure, Recurring | 0 | 0 | ||
Consolidated Funds | Derivative Assets | Equity Swap | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Assets, Fair Value Disclosure, Recurring | 812 | 731 | ||
Consolidated Funds | Derivative Assets | Equity Swap | Level 1 | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Assets, Fair Value Disclosure, Recurring | 0 | 0 | ||
Consolidated Funds | Derivative Assets | Equity Swap | Level 2 | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Assets, Fair Value Disclosure, Recurring | 812 | 731 | ||
Consolidated Funds | Derivative Assets | Equity Swap | Level 3 | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Assets, Fair Value Disclosure, Recurring | 0 | 0 | ||
Consolidated Funds | Derivative Assets | Options | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Assets, Fair Value Disclosure, Recurring | 79 | 144 | ||
Consolidated Funds | Derivative Assets | Options | Level 1 | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Assets, Fair Value Disclosure, Recurring | 79 | 132 | ||
Consolidated Funds | Derivative Assets | Options | Level 2 | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Assets, Fair Value Disclosure, Recurring | 0 | 12 | ||
Consolidated Funds | Derivative Assets | Options | Level 3 | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Assets, Fair Value Disclosure, Recurring | 0 | 0 | ||
Consolidated Funds | Loans | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Assets, Fair Value Disclosure, Recurring | 3,208 | 2,209 | ||
Consolidated Funds | Loans | Level 1 | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Assets, Fair Value Disclosure, Recurring | 0 | 0 | ||
Consolidated Funds | Loans | Level 2 | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Assets, Fair Value Disclosure, Recurring | 2,497 | 1,552 | ||
Consolidated Funds | Loans | Level 3 | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Assets, Fair Value Disclosure, Recurring | $ 711 | $ 657 | ||
[1] | In accordance with the terms of the purchase agreements for acquisitions that closed during the third and fourth quarter of 2015 and the second quarter of 2016, the Company is required to pay to the sellers a portion of future net income and/or revenues of the acquired businesses, if certain targets are achieved through the periods ended December 2018, December 2020, and June 2018, respectively. The Company estimated the contingent consideration liability using the income approach (discounted cash flow method) which requires the Company to make estimates and assumptions regarding the future cash flows and profits. Changes in these estimates and assumptions could have a significant impact on the amounts recognized. The undiscounted amounts as of March 31, 2017 can range from $0.1 million to $15.0 million. | |||
[2] | In accordance with the terms of the purchase agreements for acquisitions that closed during 2012 and the third and fourth quarter of 2015, the Company is required to pay to the sellers a portion of future net income and/or revenues of the acquired businesses, if certain targets are achieved through the periods ended December 2018, and December 2020, respectively. The Company estimated the contingent consideration liability using the income approach (discounted cash flow method) which requires the Company to make estimates and assumptions regarding the future cash flows and profits. Changes in these estimates and assumptions could have a significant impact on the amounts recognized. The undiscounted amounts as of December 31, 2016 can range from $0.1 million to $15.1 million. | |||
[3] | In accordance with US GAAP, certain investments that are measured at fair value using the net asset value per share (or its equivalent) as a practical expedient have not been classified in the fair value hierarchy. The fair value amounts presented in this table are intended to permit reconciliation of the fair value hierarchy to the amounts presented in the condensed consolidated statement of financial condition. | |||
[4] | In accordance with US GAAP, certain investments that are measured at fair value using the net asset value per share (or its equivalent) as a practical expedient have not been classified in the fair value hierarchy. The fair value amounts presented in this table are intended to permit reconciliation of the fair value hierarchy to the amounts presented in the condensed consolidated statement of financial condition. |
Fair Value Measurements for O52
Fair Value Measurements for Operating Entities and Consolidated Funds Unobservable Input Roll Forward (Details) - USD ($) | 3 Months Ended | ||||
Mar. 31, 2017 | Mar. 31, 2016 | ||||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |||||
Fair value, Between Level 1 and 2 transfers, amount | $ 0 | ||||
Preferred Stock | |||||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |||||
Balance Asset Value | 15,811,000 | $ 12,872,000 | |||
Asset, Transfers In | 0 | 0 | |||
Asset, Transfers Out | 0 | 0 | |||
Purchases/(covers) | 1,732,000 | 0 | |||
(Sales)/short buys | (31,000) | (218,000) | |||
Realized and unrealized gains (losses), asset | (996,000) | 992,000 | |||
Change in Unrealized Gain (Loss), instruments still held, asset | [1] | (996,000) | 566,000 | ||
Balance Asset Value | 16,516,000 | 13,646,000 | |||
Common Stock | |||||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |||||
Balance Asset Value | 10,121,000 | 2,278,000 | |||
Asset, Transfers In | 0 | 0 | |||
Asset, Transfers Out | 0 | 0 | |||
Purchases/(covers) | 31,000 | 569,000 | |||
(Sales)/short buys | (52,000) | 0 | |||
Realized and unrealized gains (losses), asset | 404,000 | 1,918,000 | |||
Change in Unrealized Gain (Loss), instruments still held, asset | [1] | 404,000 | 2,054,000 | ||
Balance Asset Value | 10,504,000 | 4,765,000 | |||
Convertible Bonds | |||||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |||||
Balance Asset Value | 250,000 | 819,000 | |||
Asset, Transfers In | 0 | 0 | |||
Asset, Transfers Out | 0 | 0 | |||
Purchases/(covers) | 0 | 0 | |||
(Sales)/short buys | 0 | (569,000) | |||
Realized and unrealized gains (losses), asset | 0 | 0 | |||
Change in Unrealized Gain (Loss), instruments still held, asset | [1] | 0 | 0 | ||
Balance Asset Value | 250,000 | 250,000 | |||
Options | |||||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |||||
Balance Asset Value | 14,753,000 | 18,194,000 | |||
Asset, Transfers In | 0 | 0 | |||
Asset, Transfers Out | 0 | 0 | |||
Purchases/(covers) | 0 | 0 | |||
(Sales)/short buys | 0 | 0 | |||
Realized and unrealized gains (losses), asset | (7,782,000) | 2,698,000 | |||
Change in Unrealized Gain (Loss), instruments still held, asset | [1] | (7,782,000) | 2,698,000 | ||
Balance Asset Value | 6,971,000 | 20,892,000 | |||
Warrants and Rights | |||||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |||||
Balance Asset Value | 3,719,000 | 2,572,000 | |||
Asset, Transfers In | 451,000 | [2] | 0 | ||
Asset, Transfers Out | 0 | 0 | |||
Purchases/(covers) | 0 | 0 | |||
(Sales)/short buys | 0 | 0 | |||
Realized and unrealized gains (losses), asset | (31,000) | (67,000) | |||
Change in Unrealized Gain (Loss), instruments still held, asset | [1] | (31,000) | 150,000 | ||
Balance Asset Value | 4,139,000 | 2,505,000 | |||
Trade Claims | |||||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |||||
Balance Asset Value | 562,000 | ||||
Asset, Transfers In | 0 | ||||
Asset, Transfers Out | 0 | ||||
Purchases/(covers) | 0 | ||||
(Sales)/short buys | (70,000) | ||||
Realized and unrealized gains (losses), asset | 211,000 | ||||
Change in Unrealized Gain (Loss), instruments still held, asset | [1] | 190,000 | |||
Balance Asset Value | 703,000 | ||||
Lehman claims, at fair value | |||||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |||||
Balance Asset Value | 265,000 | 299,000 | |||
Asset, Transfers In | 0 | 0 | |||
Asset, Transfers Out | 0 | 0 | |||
Purchases/(covers) | 0 | 0 | |||
(Sales)/short buys | 0 | 0 | |||
Realized and unrealized gains (losses), asset | 32,000 | (6,000) | |||
Change in Unrealized Gain (Loss), instruments still held, asset | [1] | 32,000 | (6,000) | ||
Balance Asset Value | 297,000 | 293,000 | |||
Consolidated Funds | Preferred Stock | |||||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |||||
Balance Asset Value | 36,928,000 | 32,000,000 | |||
Asset, Transfers In | 0 | 0 | |||
Asset, Transfers Out | 0 | (4,000,000) | [3] | ||
Purchases/(covers) | 0 | 0 | |||
(Sales)/short buys | 0 | 0 | |||
Realized and unrealized gains (losses), asset | 3,387,000 | 0 | |||
Change in Unrealized Gain (Loss), instruments still held, asset | [1] | 3,887,000 | 0 | ||
Balance Asset Value | 40,315,000 | 28,000,000 | |||
Consolidated Funds | Common Stock | |||||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |||||
Balance Asset Value | 295,000 | ||||
Asset, Transfers In | 0 | ||||
Asset, Transfers Out | 0 | ||||
Purchases/(covers) | 0 | ||||
(Sales)/short buys | 0 | ||||
Realized and unrealized gains (losses), asset | 1,000 | ||||
Change in Unrealized Gain (Loss), instruments still held, asset | [1] | 1,000 | |||
Balance Asset Value | 296,000 | ||||
Consolidated Funds | Warrants and Rights | |||||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |||||
Balance Asset Value | 3,000 | ||||
Asset, Transfers In | 0 | ||||
Asset, Transfers Out | 0 | ||||
Purchases/(covers) | 0 | ||||
(Sales)/short buys | 0 | ||||
Realized and unrealized gains (losses), asset | (1,000) | ||||
Change in Unrealized Gain (Loss), instruments still held, asset | [1] | (1,000) | |||
Balance Asset Value | 2,000 | ||||
Consolidated Funds | Loans | |||||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |||||
Balance Asset Value | 657,000 | ||||
Asset, Transfers In | 0 | ||||
Asset, Transfers Out | 0 | ||||
Purchases/(covers) | 0 | ||||
(Sales)/short buys | 0 | ||||
Realized and unrealized gains (losses), asset | 54,000 | ||||
Change in Unrealized Gain (Loss), instruments still held, asset | [1] | 54,000 | |||
Balance Asset Value | 711,000 | ||||
Options, liability | |||||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |||||
Balance Liability Value | 14,753,000 | 18,194,000 | |||
Liability, Transfers In | 0 | 0 | |||
Liability, Transfers Out | 0 | 0 | |||
Liability, Purchases | 0 | 0 | |||
Liability, Sales | 0 | 0 | |||
Realized and unrealized gains (losses), liability | (7,782,000) | 2,698,000 | |||
Change in Unrealized Gain (Loss), instruments still held, liabilities | [1] | (7,782,000) | 2,698,000 | ||
Balance Liability Value | 6,971,000 | 20,892,000 | |||
Contingent liability payable | |||||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |||||
Balance Liability Value | 5,997,000 | 6,158,000 | |||
Liability, Transfers In | 0 | 0 | |||
Liability, Transfers Out | 0 | 0 | |||
Liability, Purchases | 0 | 0 | |||
Liability, Sales | (167,000) | 0 | |||
Realized and unrealized gains (losses), liability | (556,000) | 2,135,000 | |||
Change in Unrealized Gain (Loss), instruments still held, liabilities | [1] | $ (556,000) | 2,135,000 | ||
Balance Liability Value | $ 8,293,000 | ||||
[1] | Unrealized gains/losses are reported in other income (loss) in the accompanying condensed consolidated statements of operations. | ||||
[2] | The Company received warrants as part of a transaction. | ||||
[3] | The investments were converted to common stock. |
Fair Value Measurements for O53
Fair Value Measurements for Operating Entities and Consolidated Funds Fair Value Inputs, Unobservable Inputs, Quantitative Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||
Mar. 31, 2017 | Dec. 31, 2016 | Mar. 31, 2016 | Dec. 31, 2015 | ||||
Fair Value Inputs, Assets and Liabilities, Quantitative Information [Line Items] | |||||||
Financial Liabilities Fair Value Disclosure | $ 355,969 | $ 294,304 | |||||
Assets, Fair Value Disclosure, Recurring | 767,483 | 804,172 | |||||
Contingent liability payable | |||||||
Fair Value Inputs, Assets and Liabilities, Quantitative Information [Line Items] | |||||||
Financial Liabilities Fair Value Disclosure | 5,274 | [1] | 5,997 | ||||
Balance Liability Value | 5,997 | $ 8,293 | $ 6,158 | ||||
Trade Claims | |||||||
Fair Value Inputs, Assets and Liabilities, Quantitative Information [Line Items] | |||||||
Balance Asset Value | 703 | 562 | |||||
Assets, Fair Value Disclosure, Recurring | 703 | 562 | |||||
Warrants and Rights | |||||||
Fair Value Inputs, Assets and Liabilities, Quantitative Information [Line Items] | |||||||
Balance Asset Value | 4,139 | 3,719 | 2,505 | 2,572 | |||
Assets, Fair Value Disclosure, Recurring | 11,053 | 8,335 | |||||
Options | |||||||
Fair Value Inputs, Assets and Liabilities, Quantitative Information [Line Items] | |||||||
Balance Asset Value | 6,971 | 14,753 | $ 20,892 | $ 18,194 | |||
Options | Derivative Assets | |||||||
Fair Value Inputs, Assets and Liabilities, Quantitative Information [Line Items] | |||||||
Assets, Fair Value Disclosure, Recurring | 15,579 | 21,737 | |||||
Put Option | Options | |||||||
Fair Value Inputs, Assets and Liabilities, Quantitative Information [Line Items] | |||||||
Financial Liabilities Fair Value Disclosure | 10,862 | 19,939 | |||||
Level 3 | |||||||
Fair Value Inputs, Assets and Liabilities, Quantitative Information [Line Items] | |||||||
Balance Asset Value | 80,704 | 83,364 | |||||
Financial Liabilities Fair Value Disclosure | 12,245 | 20,750 | |||||
Assets, Fair Value Disclosure, Recurring | 80,704 | 83,364 | |||||
Balance Liability Value | $ 12,245 | $ 20,750 | |||||
Level 3 | Options | Market Approach Valuation Technique | |||||||
Fair Value Inputs, Assets and Liabilities, Quantitative Information [Line Items] | |||||||
Volatility | 33.00% | 40.00% | |||||
Level 3 | Options | Market Approach Valuation Technique | Minimum | |||||||
Fair Value Inputs, Assets and Liabilities, Quantitative Information [Line Items] | |||||||
Volatility | |||||||
Level 3 | Contingent liability payable | |||||||
Fair Value Inputs, Assets and Liabilities, Quantitative Information [Line Items] | |||||||
Financial Liabilities Fair Value Disclosure | $ 5,274 | [1] | $ 5,997 | [2] | |||
Level 3 | Contingent liability payable | Income Approach and Market Approach Valuation Techniques | Minimum | |||||||
Fair Value Inputs, Assets and Liabilities, Quantitative Information [Line Items] | |||||||
DCF discount rate | 8.00% | 8.00% | |||||
Level 3 | Contingent liability payable | Income Approach and Market Approach Valuation Techniques | Maximum | |||||||
Fair Value Inputs, Assets and Liabilities, Quantitative Information [Line Items] | |||||||
DCF discount rate | 25.00% | 25.00% | |||||
Level 3 | Contingent liability payable | Market Approach Valuation Technique | |||||||
Fair Value Inputs, Assets and Liabilities, Quantitative Information [Line Items] | |||||||
Fair Value Assumptions, Weighted Average Volatility Rate | 23.00% | 23.00% | |||||
Level 3 | Contingent liability payable | Market Approach, Income Approach and Replacement Cost Valuation Techniques [Member] | |||||||
Fair Value Inputs, Assets and Liabilities, Quantitative Information [Line Items] | |||||||
Balance Liability Value | $ 5,274 | $ 5,997 | |||||
Level 3 | Common and Preferred Stock | Market Approach Valuation Technique | |||||||
Fair Value Inputs, Assets and Liabilities, Quantitative Information [Line Items] | |||||||
Volatility | 37.00% | 37.00% | |||||
Level 3 | Common and Preferred Stock | Market Approach Valuation Technique | Minimum | |||||||
Fair Value Inputs, Assets and Liabilities, Quantitative Information [Line Items] | |||||||
Fair Value Assumptions, Projected cash flow | 9.50% | 9.50% | |||||
Level 3 | Common and Preferred Stock | Market Approach Valuation Technique | Maximum | |||||||
Fair Value Inputs, Assets and Liabilities, Quantitative Information [Line Items] | |||||||
Fair Value Assumptions, Projected cash flow | 22.00% | 10.00% | |||||
Level 3 | Common and Preferred Stock | Market Approach, Income Approach and Replacement Cost Valuation Techniques [Member] | |||||||
Fair Value Inputs, Assets and Liabilities, Quantitative Information [Line Items] | |||||||
Balance Asset Value | $ 10,188 | $ 10,917 | |||||
Level 3 | Common and Preferred Stock | Market Approach, Income Approach and Replacement Cost Valuation Techniques [Member] | Minimum | |||||||
Fair Value Inputs, Assets and Liabilities, Quantitative Information [Line Items] | |||||||
Market multiple | 0.8 | 0.8 | |||||
Level 3 | Common and Preferred Stock | Market Approach, Income Approach and Replacement Cost Valuation Techniques [Member] | Maximum | |||||||
Fair Value Inputs, Assets and Liabilities, Quantitative Information [Line Items] | |||||||
Market multiple | 9.3 | 9.3 | |||||
Level 3 | Trade Claims | |||||||
Fair Value Inputs, Assets and Liabilities, Quantitative Information [Line Items] | |||||||
Assets, Fair Value Disclosure, Recurring | $ 703 | $ 562 | |||||
Level 3 | Trade Claims | Income Approach and Market Approach Valuation Techniques | |||||||
Fair Value Inputs, Assets and Liabilities, Quantitative Information [Line Items] | |||||||
Assets, Fair Value Disclosure, Recurring | $ 62 | ||||||
Level 3 | Trade Claims | Market Approach Valuation Technique | |||||||
Fair Value Inputs, Assets and Liabilities, Quantitative Information [Line Items] | |||||||
DCF discount rate | 20.00% | 20.00% | |||||
Market multiple | 6 | 6 | |||||
Level 3 | Trade Claims | Market Approach, Income Approach and Replacement Cost Valuation Techniques [Member] | |||||||
Fair Value Inputs, Assets and Liabilities, Quantitative Information [Line Items] | |||||||
Balance Asset Value | $ 520 | ||||||
Level 3 | Warrants and Rights | |||||||
Fair Value Inputs, Assets and Liabilities, Quantitative Information [Line Items] | |||||||
Assets, Fair Value Disclosure, Recurring | $ 4,139 | $ 3,719 | |||||
Level 3 | Warrants and Rights | Income Approach and Market Approach Valuation Techniques | |||||||
Fair Value Inputs, Assets and Liabilities, Quantitative Information [Line Items] | |||||||
Balance Asset Value | $ 4,139 | ||||||
Level 3 | Warrants and Rights | Market Approach Valuation Technique | |||||||
Fair Value Inputs, Assets and Liabilities, Quantitative Information [Line Items] | |||||||
Fair Value Assumptions, Weighted Average Volatility Rate | 73.00% | 73.00% | |||||
Level 3 | Warrants and Rights | Market Approach Valuation Technique | Minimum | |||||||
Fair Value Inputs, Assets and Liabilities, Quantitative Information [Line Items] | |||||||
Volatility | 30.00% | 30.00% | |||||
Level 3 | Warrants and Rights | Market Approach Valuation Technique | Maximum | |||||||
Fair Value Inputs, Assets and Liabilities, Quantitative Information [Line Items] | |||||||
Volatility | 85.00% | 85.00% | |||||
Level 3 | Warrants and Rights | Market Approach, Income Approach and Replacement Cost Valuation Techniques [Member] | |||||||
Fair Value Inputs, Assets and Liabilities, Quantitative Information [Line Items] | |||||||
Balance Asset Value | $ 3,719 | ||||||
Level 3 | Other Investments | Income Approach and Market Approach Valuation Techniques | |||||||
Fair Value Inputs, Assets and Liabilities, Quantitative Information [Line Items] | |||||||
Balance Asset Value | [3] | $ 59,344 | |||||
Level 3 | Other Investments | Market Approach, Income Approach and Replacement Cost Valuation Techniques [Member] | |||||||
Fair Value Inputs, Assets and Liabilities, Quantitative Information [Line Items] | |||||||
Balance Asset Value | [3] | $ 53,455 | |||||
Level 3 | Options | Market Approach Valuation Technique | |||||||
Fair Value Inputs, Assets and Liabilities, Quantitative Information [Line Items] | |||||||
Volatility | 33.00% | 40.00% | |||||
Level 3 | Options | Market Approach Valuation Technique | Minimum | |||||||
Fair Value Inputs, Assets and Liabilities, Quantitative Information [Line Items] | |||||||
Volatility | |||||||
Level 3 | Options | Derivative Assets | |||||||
Fair Value Inputs, Assets and Liabilities, Quantitative Information [Line Items] | |||||||
Assets, Fair Value Disclosure, Recurring | $ 6,971 | $ 14,753 | |||||
Level 3 | Options | Derivative Assets | Income Approach and Market Approach Valuation Techniques | |||||||
Fair Value Inputs, Assets and Liabilities, Quantitative Information [Line Items] | |||||||
Assets, Fair Value Disclosure, Recurring | 6,971 | ||||||
Level 3 | Options | Derivative Assets | Market Approach, Income Approach and Replacement Cost Valuation Techniques [Member] | |||||||
Fair Value Inputs, Assets and Liabilities, Quantitative Information [Line Items] | |||||||
Assets, Fair Value Disclosure, Recurring | 14,753 | ||||||
Level 3 | Put Option | Options | |||||||
Fair Value Inputs, Assets and Liabilities, Quantitative Information [Line Items] | |||||||
Financial Liabilities Fair Value Disclosure | $ 6,971 | 14,753 | |||||
Level 3 | Put Option | Options | Market Approach, Income Approach and Replacement Cost Valuation Techniques [Member] | |||||||
Fair Value Inputs, Assets and Liabilities, Quantitative Information [Line Items] | |||||||
Financial Liabilities Fair Value Disclosure | $ 14,753 | ||||||
[1] | In accordance with the terms of the purchase agreements for acquisitions that closed during the third and fourth quarter of 2015 and the second quarter of 2016, the Company is required to pay to the sellers a portion of future net income and/or revenues of the acquired businesses, if certain targets are achieved through the periods ended December 2018, December 2020, and June 2018, respectively. The Company estimated the contingent consideration liability using the income approach (discounted cash flow method) which requires the Company to make estimates and assumptions regarding the future cash flows and profits. Changes in these estimates and assumptions could have a significant impact on the amounts recognized. The undiscounted amounts as of March 31, 2017 can range from $0.1 million to $15.0 million. | ||||||
[2] | In accordance with the terms of the purchase agreements for acquisitions that closed during 2012 and the third and fourth quarter of 2015, the Company is required to pay to the sellers a portion of future net income and/or revenues of the acquired businesses, if certain targets are achieved through the periods ended December 2018, and December 2020, respectively. The Company estimated the contingent consideration liability using the income approach (discounted cash flow method) which requires the Company to make estimates and assumptions regarding the future cash flows and profits. Changes in these estimates and assumptions could have a significant impact on the amounts recognized. The undiscounted amounts as of December 31, 2016 can range from $0.1 million to $15.1 million. | ||||||
[3] | The quantitative disclosures exclude financial instruments for which the determination of fair value is based on prices from recent transactions. |
Fair Value Measurements for O54
Fair Value Measurements for Operating Entities and Consolidated Funds Carrying Value Disclosures (Details) - USD ($) $ in Thousands | Mar. 31, 2017 | Dec. 31, 2016 | Mar. 31, 2016 | Dec. 31, 2015 | Mar. 10, 2014 | |
Cash and cash equivalents | $ 78,959 | $ 112,014 | $ 67,046 | $ 158,485 | ||
Cash collateral pledged | 14,696 | 13,342 | ||||
Loans Receivable, Net | 29,170 | 31,088 | ||||
Cash and cash equivalents, Consolidated Funds | 10,293 | 17,761 | ||||
Convertible debt | [1] | 132,055 | 130,029 | |||
Notes payable and other debt | 77,890 | 77,030 | ||||
Convertible Debt | ||||||
Convertible debt, unamortized discount | 16,000 | 17,800 | $ 35,700 | |||
Level 1 | ||||||
Cash and cash equivalents, Fair Value | 78,959 | 112,014 | ||||
Cash and cash equivalents, Consolidated Funds, Fair Value | 10,293 | 17,761 | ||||
Level 2 | ||||||
Cash collateral pledged, Fair Value | 14,696 | 13,342 | ||||
Convertible debt, Fair Value | [2] | 151,508 | 149,545 | |||
Notes payable and other debt, Fair Value | [3] | 84,673 | 80,817 | |||
Level 3 | ||||||
Loans Receivable, Fair Value Disclosure | [4] | $ 29,170 | $ 31,088 | |||
[1] | The carrying amount of the convertible debt includes an unamortized discount of $16.0 million and $17.8 million as of March 31, 2017 and December 31, 2016. | |||||
[2] | The convertible debt includes the conversion option and is based on the last broker quote available. | |||||
[3] | Notes payable and other debt are based on the last broker quote available. | |||||
[4] | The fair market value of level 3 loans is calculated using discounted cash flows. |
Receivables from and Payable 55
Receivables from and Payable to Brokers (Details) - USD ($) $ in Thousands | Mar. 31, 2017 | Dec. 31, 2016 |
Brokers and Dealers [Abstract] | ||
Receivable from brokers | $ 163,622 | $ 87,837 |
Payable to brokers | $ 124,451 | $ 210,309 |
Redeemable Non-Controlling In56
Redeemable Non-Controlling Interests in Consolidated Subsidiaries and Funds (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2017 | Mar. 31, 2016 | Dec. 31, 2016 | |
Noncontrolling Interest [Line Items] | |||
Redeemable non-controlling interests in consolidated subsidiaries and funds | $ 394,132 | $ 379,205 | |
Net income (loss) attributable to redeemable non-controlling interests in consolidated subsidiaries and funds | 9,105 | $ (4,297) | |
Operating Entities | |||
Noncontrolling Interest [Line Items] | |||
Redeemable non-controlling interests in consolidated subsidiaries and funds | 6,297 | 7,638 | |
Net income (loss) attributable to redeemable non-controlling interests in consolidated subsidiaries and funds | 717 | (78) | |
Consolidated Funds | |||
Noncontrolling Interest [Line Items] | |||
Redeemable non-controlling interests in consolidated subsidiaries and funds | 387,835 | $ 371,567 | |
Net income (loss) attributable to redeemable non-controlling interests in consolidated subsidiaries and funds | $ 8,388 | $ (4,219) |
Reinsurance (Details)
Reinsurance (Details) $ in Millions | 3 Months Ended |
Mar. 31, 2017USD ($) | |
Reinsurance [Abstract] | |
Short-duration Insurance Contracts, Cumulative Paid Claims and Allocated Claim Adjustment Expense, Net | $ 0.6 |
Liability for Unpaid Claims and Claims Adjustment Expense, Net | $ 0.9 |
Historical Average Claims Ratios, Period, Minimum | 5 years |
Historical Average Claims Ratios, Period, Maximum | 10 years |
Share-Based Compensation and 58
Share-Based Compensation and Employee Ownership Plans Narrative (Details) $ in Millions | Dec. 05, 2016 | Mar. 31, 2017USD ($)shares | Mar. 31, 2016USD ($) | Dec. 31, 2016USD ($) |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Stockholders' Equity Note, Stock Split, Conversion Ratio | 0.25 | |||
Equity Plans | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Shares available for issuance under compensation plan, in shares | shares | 200,000 | |||
Stock-compensation expense recognized in connection with compensation plan | $ 8.8 | $ 6.4 | ||
Tax benefit of stock-compensation expense recognized in connection with compensation plan | $ 2.5 | $ 3.1 | ||
Equity Plans | Employee Stock Option | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Stock options, initial term | 7 years | |||
Equity Plans | Employee Stock Option | Minimum | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Stock compensation award, vesting period | 2 years | |||
Equity Plans | Employee Stock Option | Maximum | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Stock compensation award, vesting period | 5 years | |||
Equity Plans | Restricted Shares and Restricted Stock Units (RSUs) | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Unrecognized compensation expense | $ 81.8 | |||
Vested, shares | shares | 915,503 | |||
Equity Plans | Restricted Stock | Minimum | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Stock compensation award, vesting period | 2 years | |||
Equity Plans | Restricted Stock | Maximum | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Stock compensation award, vesting period | 5 years | |||
Equity Plans | Stock Appreciation Rights (SARs) | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
SAR's, initial term | 5 years | |||
Unrecognized compensation expense | $ 0.1 | $ 0.1 | ||
Vested, shares | shares | 25,000 | |||
Deferred Cash Award | Cowen Group, Inc. 2010 Equity and Incentive Plan | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Stock compensation award, vesting period | 4 years |
Share-Based Compensation and 59
Share-Based Compensation and Employee Ownership Plans Deferred Cash (Details) - Cowen Group, Inc. 2010 Equity and Incentive Plan - Deferred Cash Award $ in Millions | 3 Months Ended |
Mar. 31, 2017USD ($) | |
Deferred Compensation Arrangement with Individual, Excluding Share-based Payments and Postretirement Benefits [Line Items] | |
Deferred cash awards granted | $ 24.1 |
Deferred cash awards, vesting period | 4 years |
Deferred cash award, interest rate | 0.70% |
Deferred cash awards, unrecognized compensation expense | $ 50.9 |
Share-Based Compensation and 60
Share-Based Compensation and Employee Ownership Plans Stock Options (Details) $ / shares in Units, $ in Thousands | Dec. 05, 2016 | Mar. 31, 2017USD ($)$ / sharesshares | Dec. 31, 2016USD ($)$ / sharesshares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Stockholders' Equity Note, Stock Split, Conversion Ratio | 0.25 | |||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Dividend Rate | 0.00% | |||
Aggregate Intrinsic Value | ||||
Closing stock price, in dollars per share | $ 14.95 | $ 15.50 | ||
Equity Plans | ||||
Shares Subject to Option | ||||
Balance outstanding, beginning of period, shares | shares | 4,167 | |||
Options granted, shares | shares | 0 | |||
Stock Options exercised, shares | shares | 0 | |||
Options expired, shares | shares | (4,167) | |||
Balance outstanding, end of period, shares | shares | 0 | 4,167 | ||
Options exercisable, shares | shares | 0 | |||
Weighted Average Exercise Price/Share | ||||
Balance outstanding, beginning of period, in dollars per share | $ 19.56 | |||
Options granted, in dollars per share | 0 | |||
Options exercised, in dollars per share | 0 | |||
Options expired, in dollars per share | 19.56 | |||
Balance outstanding, end of period, in dollars per share | 0 | $ 19.56 | ||
Options exercisable, in dollars per share | $ 0 | |||
Weighted average remaining term, options outstanding | 0 years | 1 month 6 days | ||
Weighted average remaining term, options exercisable | 0 years | |||
Aggregate Intrinsic Value | ||||
Balance outstanding, beginning of period | $ | [1] | $ 0 | ||
Balance outstanding, end of period | $ | [1] | 0 | $ 0 | |
Options exercisable | $ | [1] | $ 0 | ||
[1] | Based on the Company's closing stock price of $14.95 on March 31, 2017 and $15.50 on December 31, 2016. |
Share-Based Compensation and 61
Share-Based Compensation and Employee Ownership Plans SARs (Details) $ / shares in Units, $ in Thousands | Dec. 05, 2016 | Mar. 31, 2017USD ($)$ / sharesshares | Dec. 31, 2016USD ($)$ / sharesshares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Stockholders' Equity Note, Stock Split, Conversion Ratio | 0.25 | |||
Aggregate Intrinsic Value | ||||
Closing stock price, in dollars per share | $ 14.95 | $ 15.50 | ||
Stock Appreciation Rights | ||||
Aggregate Intrinsic Value | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Exercisable, Weighted remaining contractual term | 0 years | |||
Equity Plans | ||||
Aggregate Intrinsic Value | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Intrinsic Value | $ | [1] | $ 0 | ||
Equity Plans | Stock Appreciation Rights | ||||
Shares Subject to Option | ||||
Balance outstanding, beginning of period, shares | shares | 100,000 | |||
Granted, shares | shares | 0 | |||
Acquired, shares | shares | (25,000) | |||
Expired, shares | shares | 0 | |||
Balance outstanding, end of period, shares | shares | 75,000 | 100,000 | ||
Balance exercisable, shares | shares | 0 | |||
Weighted Average Exercise Price/Share | ||||
Balance outstanding, beginning of period, in dollars per share | $ 11.60 | |||
Granted, in dollars per share | 0 | |||
Acquired, in dollars per share | 11.60 | |||
Expired, in dollars per share | 0 | |||
Balance outstanding, end of period, in dollars per share | $ 11.60 | $ 11.60 | ||
Weighted Average Remaining Term Outstanding | 11 months 16 days | 1 year 2 months 16 days | ||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Aggregate Intrinsic Value, Outstanding | $ | [2] | $ 421 | $ 435 | |
Aggregate Intrinsic Value | ||||
Unrecognized compensation expense | $ | $ 100 | $ 100 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Exercisable, Weighted Average Grant Date Fair Value | $ 0 | |||
[1] | Based on the Company's closing stock price of $14.95 on March 31, 2017 and $15.50 on December 31, 2016. | |||
[2] | Based on the Company's closing stock price of $14.95 on March 31, 2017 and $15.50 on December 31, 2016. |
Share-Based Compensation and 62
Share-Based Compensation and Employee Ownership Plans Restricted Shares and Restricted Stock Units (Details) $ / shares in Units, $ in Millions | Dec. 05, 2016 | Mar. 31, 2016shares | Jan. 31, 2014shares | Mar. 31, 2017USD ($)$ / sharesshares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Stockholders' Equity Note, Stock Split, Conversion Ratio | 0.25 | ||||
Equity Plans | Restricted Shares and Restricted Stock Units (RSUs) | |||||
Nonvested Restricted Shares and Restricted Stock Units | |||||
Balance outstanding, beginning of period, shares | 5,717,932 | ||||
Granted, shares | [1] | 1,859,333 | |||
Vested, shares | (915,503) | ||||
Canceled, shares | 0 | ||||
Forfeited, shares | (18,501) | ||||
Balance outstanding, end of period, shares | [1] | 6,643,261 | |||
Weighted-Average Grant Date Fair Value | |||||
Balance outstanding, beginning of period, in dollars per share | $ / shares | $ 16.23 | ||||
Granted, in dollars per share | $ / shares | [1] | 15.05 | |||
Vested, in dollars per share | $ / shares | 16.35 | ||||
Canceled, in dollars per share | $ / shares | 0 | ||||
Forfeited, in dollars per share | $ / shares | 15.31 | ||||
Balance outstanding, end of period, in dollars per share | $ / shares | [1] | $ 15.88 | |||
Unrecognized compensation expense | $ | $ 81.8 | ||||
Weighted-average recognition period for unrecognized compensation expense | 2 years 9 months | ||||
Equity Plans | Performance based restricted stock | |||||
Nonvested Restricted Shares and Restricted Stock Units | |||||
Granted, shares | 700,000 | 481,438 | |||
Forfeited, shares | (96,875) | ||||
Non-employee Director | Equity Plans | Restricted Stock Units (RSUs) | |||||
Nonvested Restricted Shares and Restricted Stock Units | |||||
Balance outstanding, end of period, shares | 162,176 | ||||
Weighted-Average Grant Date Fair Value | |||||
Granted, shares | 0 | ||||
Maximum | |||||
Nonvested Restricted Shares and Restricted Stock Units | |||||
Percent of RSU's earned | 150.00% | ||||
Minimum | |||||
Nonvested Restricted Shares and Restricted Stock Units | |||||
Percent of RSU's earned | 0.00% | ||||
[1] | Performance linked restricted stock units of 481,438 were awarded to employees of the Company in December 2013 and January 2014. An additional 700,000 performance linked restricted stock units were awarded in March 2016. Of the awards granted, 96,875 have been forfeited through March 31, 2017. The remaining awards, included in the outstanding balance as of March 31, 2017, will vest between March 2019 and December 2020 and will be earned only to the extent that the Company attains specified market conditions relating to its volume-weighted average share price and total shareholder return in relation to certain benchmark indices and performance goals relating to aggregate net income and average return on shareholder equity. The actual number of RSUs ultimately earned could vary from zero, if performance goals are not met, to as much as 150% of the targeted award. Each RSU is equal to the one share of the Company’s Class A common stock. Compensation expense is recognized to the extent that it is probable that the Company will attain the performance goals. |
Income Taxes - Quarterly (Detai
Income Taxes - Quarterly (Details) - USD ($) $ in Millions | 3 Months Ended | ||
Mar. 31, 2017 | Mar. 31, 2016 | Dec. 31, 2016 | |
Income Tax Disclosure [Abstract] | |||
Effective Income Tax Rate, Percent | 13.65% | 29.35% | |
Statutory rate, Percent | 35.00% | 35.00% | |
Undistributed Earnings of Foreign Subsidiaries | $ 1.5 | $ 0.8 | |
Tax Liabilities, Undistributed Foreign Earnings | $ 0.2 | $ 0.1 |
Commitments and Contingencies64
Commitments and Contingencies (Details) - USD ($) | 3 Months Ended | |||
Mar. 31, 2017 | Mar. 31, 2016 | Dec. 31, 2016 | ||
Lease Obligations | ||||
Net rent expense | $ 4,800,000 | $ 5,300,000 | ||
Future minimum annual lease and service payments | ||||
Sublease income related to operating leases | 400,000 | $ 800,000 | ||
Clawback Obligation | ||||
Future minimum annual lease and service payments | ||||
Contractual obligation | $ 6,200,000 | |||
RCG Longview Partners II, LLC | Clawback Obligation | ||||
Future minimum annual lease and service payments | ||||
Contractual obligation | 6,200,000 | $ 6,200,000 | ||
Equipment Leases | ||||
Future minimum annual lease and service payments | ||||
Contractual Obligation, Due in next fiscal year | [1] | 1,810,000 | ||
Contractual Obligation, Due in Second Year | [1] | 2,359,000 | ||
Contractual Obligation, Due in Third Year | [1] | 928,000 | ||
Contractual Obligation, Due in Fourth Year | [1] | 6,000 | ||
Contractual Obligation, Due in Fifth Year | [1] | 0 | ||
Thereafter | [1] | 0 | ||
Future minimum annual lease and service payments | [1] | 5,103,000 | ||
Service Payments | ||||
Future minimum annual lease and service payments | ||||
Contractual Obligation, Due in next fiscal year | 12,024,000 | |||
Contractual Obligation, Due in Second Year | 9,067,000 | |||
Contractual Obligation, Due in Third Year | 2,848,000 | |||
Contractual Obligation, Due in Fourth Year | 740,000 | |||
Contractual Obligation, Due in Fifth Year | 676,000 | |||
Thereafter | 0 | |||
Future minimum annual lease and service payments | 25,355,000 | |||
Facility Leases | ||||
Future minimum annual lease and service payments | ||||
Contractual Obligation, Due in next fiscal year | [2] | 12,256,000 | ||
Contractual Obligation, Due in Second Year | [2] | 17,148,000 | ||
Contractual Obligation, Due in Third Year | [2] | 15,633,000 | ||
Contractual Obligation, Due in Fourth Year | [2] | 15,352,000 | ||
Contractual Obligation, Due in Fifth Year | [2] | 15,597,000 | ||
Thereafter | [2] | 17,297,000 | ||
Future minimum annual lease and service payments | [2] | $ 93,283,000 | ||
[1] | Equipment Leases include the Company's commitments relating to operating and capital leases. See Note 13 for further information on the capital lease minimum payments which are included in the table. | |||
[2] | The Company has entered into various agreements to sublease certain of its premises. The Company recorded sublease income related to these leases of $0.4 million and $0.8 million, and for the three months ended March 31, 2017 and 2016, respectively. |
Commitments and Contingencies S
Commitments and Contingencies Schedules of Unfunded Commitments (Details) $ in Millions | 3 Months Ended | |
Mar. 31, 2017USD ($)cowenfund | ||
Unfunded Commitments | ||
Other Commitments [Line Items] | ||
Number of Real Estate Investments | cowenfund | 6 | |
Real Estate Funds | ||
Other Commitments [Line Items] | ||
Other commitments, unfunded amount | $ 12.6 | [1] |
Real Estate Funds | Commitment to Invest | ||
Other Commitments [Line Items] | ||
Term of capital commitment | 4 years | |
Healthcare Royalty Partners | ||
Other Commitments [Line Items] | ||
Other commitments, unfunded amount | $ 7.3 | [2] |
Healthcare Royalty Partners | Commitment to Invest | ||
Other Commitments [Line Items] | ||
Term of capital commitment | 2 years | |
Formation 8 Partners Hardware Fund I, L.P. [Member] | ||
Other Commitments [Line Items] | ||
Other commitments, unfunded amount | $ 0.6 | |
Formation 8 Partners Hardware Fund I, L.P. [Member] | Commitment to Invest | ||
Other Commitments [Line Items] | ||
Term of capital commitment | 7 years | |
Lagunita Biosciences, LLC | ||
Other Commitments [Line Items] | ||
Other commitments, unfunded amount | $ 3 | |
Lagunita Biosciences, LLC | Commitment to Invest | ||
Other Commitments [Line Items] | ||
Term of capital commitment | 3 years | |
Eclipse Fund II, L.P. [Member] | ||
Other Commitments [Line Items] | ||
Other commitments, unfunded amount | $ 0.9 | |
Eclipse Fund II, L.P. [Member] | Commitment to Invest | ||
Other Commitments [Line Items] | ||
Term of capital commitment | 8 years | |
Eclipse Continuity Fund I, L.P. [Member] | ||
Other Commitments [Line Items] | ||
Other commitments, unfunded amount | $ 0.9 | |
Eclipse Continuity Fund I, L.P. [Member] | Commitment to Invest | ||
Other Commitments [Line Items] | ||
Term of capital commitment | 9 years | |
[1] | The Company had unfunded commitments pertaining to capital commitments in six real estate investments held by the Company, all of which pertain to related party investments. Such commitments can be called at any time up to four years, subject to advance notice. | |
[2] | The Company is a limited partner of the HealthCare Royalty Partners funds (which are managed by Healthcare Royalty Management) and is a member of HealthCare Royalty Partners General Partners. The Company will make its pro-rata investment in the HealthCare Royalty Partners funds along with the other limited partners. |
Convertible Debt and Notes Pa66
Convertible Debt and Notes Payable (Details) | Dec. 05, 2016 | Mar. 31, 2017USD ($)letters_of_credit | Mar. 31, 2016USD ($) | Jan. 31, 2014USD ($) | Dec. 31, 2016USD ($) | Jan. 31, 2016 | Oct. 10, 2014USD ($) | Mar. 10, 2014USD ($)$ / shares | |
Debt and Capital Lease Obligations [Line Items] | |||||||||
Stockholders' Equity Note, Stock Split, Conversion Ratio | 0.25 | ||||||||
Components of short-term borrowings and other debt | |||||||||
Convertible debt | [1] | $ 132,055,000 | $ 130,029,000 | ||||||
Note payable | 60,959,000 | 60,953,000 | |||||||
Other Notes Payable | 15,301,000 | 14,237,000 | |||||||
Capital lease obligations | 1,630,000 | 1,840,000 | |||||||
Debt, Long-term and Short-term, Combined Amount | 209,945,000 | 207,059,000 | |||||||
Amortization of debt discount | 1,840,000 | $ 1,665,000 | |||||||
Capital Lease Obligations Incurred | $ 7,600,000 | ||||||||
Capital Leases, Income Statement, Interest Expense | 100,000 | 100,000 | |||||||
Future minimum lease payments for capital lease obligations | |||||||||
2,017 | 704,000 | ||||||||
2,018 | 938,000 | ||||||||
2,019 | 78,000 | ||||||||
2,020 | 0 | ||||||||
2,021 | 0 | ||||||||
Thereafter | 0 | ||||||||
Subtotal | 1,720,000 | ||||||||
Less: Amount representing interest | [2] | (90,000) | |||||||
Capital lease obligations | $ 1,630,000 | 1,840,000 | |||||||
Number of Letters of Credit | letters_of_credit | 8 | ||||||||
Minimum | |||||||||
Components of short-term borrowings and other debt | |||||||||
Capital Lease Obligation, Initial Term | 48 months | ||||||||
Capital leases, interest rate | 0.60% | ||||||||
Maximum | |||||||||
Components of short-term borrowings and other debt | |||||||||
Capital Lease Obligation, Initial Term | 60 months | ||||||||
Capital leases, interest rate | 6.03% | ||||||||
Cash Convertible Note Economic Hedge And Warrant Transaction | |||||||||
Components of short-term borrowings and other debt | |||||||||
Cash convertible note hedge transaction | 20,500,000 | ||||||||
Treasury Stock | |||||||||
Components of short-term borrowings and other debt | |||||||||
Cash convertible note hedge transaction | 300,000 | ||||||||
Letter of Credit, San Francisco Office, Expires January 2018 | Letter of Credit | |||||||||
Components of short-term borrowings and other debt | |||||||||
Letter of credit, max borrowing capacity | $ 710,000 | ||||||||
Letter of Credit, Connecticut Office, Expires January 2018 | Letter of Credit | |||||||||
Components of short-term borrowings and other debt | |||||||||
Letter of credit, max borrowing capacity | 65,000 | ||||||||
Letter of Credit, Boston Office, Expires March 2018 | Letter of Credit | |||||||||
Components of short-term borrowings and other debt | |||||||||
Letter of credit, max borrowing capacity | 382,000 | ||||||||
Letter of Credit, NY Office 1, Expires May 2017 | Letter of Credit | |||||||||
Components of short-term borrowings and other debt | |||||||||
Letter of credit, max borrowing capacity | 355,000 | ||||||||
Letter of Credit, NY Office 2, Expires May 2017 | Letter of Credit | |||||||||
Components of short-term borrowings and other debt | |||||||||
Letter of credit, max borrowing capacity | 70,000 | ||||||||
Letter of Credit, NY Office 3, Expires October 2017 | Letter of Credit | |||||||||
Components of short-term borrowings and other debt | |||||||||
Letter of credit, max borrowing capacity | 695,000 | ||||||||
Letter of Credit, NY Office 4, Expires October 2017 | Letter of Credit | |||||||||
Components of short-term borrowings and other debt | |||||||||
Letter of credit, max borrowing capacity | 2,811,000 | ||||||||
Letter of Credit, NY Office 5, Expires November 2017 | Letter of Credit | |||||||||
Components of short-term borrowings and other debt | |||||||||
Letter of credit, max borrowing capacity | 1,600,000 | ||||||||
Convertible Debt | |||||||||
Components of short-term borrowings and other debt | |||||||||
Note payable | $ 149,500,000 | ||||||||
Interest rate | 3.00% | ||||||||
Principal amount of notes being converted | $ 1,000 | ||||||||
Interest on Convertible Debt, Net of Tax | 1,100,000 | 1,100,000 | |||||||
Debt Instrument, Convertible, Conversion Price | $ / shares | $ 21.32 | ||||||||
Convertible debt, unamortized discount | 16,000,000 | $ 17,800,000 | $ 35,700,000 | ||||||
Amortization of debt discount | 1,800,000 | 1,700,000 | |||||||
Debt Instrument, Interest Rate, Effective Percentage | 8.89% | ||||||||
Debt Issuance Costs, Gross | $ 3,700,000 | ||||||||
Repayments on long-term and short-term borrowings | |||||||||
2,017 | 2,243,000 | ||||||||
2,018 | 4,485,000 | ||||||||
2,019 | 151,743,000 | ||||||||
2,020 | 0 | ||||||||
2,021 | 0 | ||||||||
Thereafter | 0 | ||||||||
Subtotal | 158,471,000 | ||||||||
Less: Amount representing interest | [2] | (26,416,000) | |||||||
Senior Notes | |||||||||
Components of short-term borrowings and other debt | |||||||||
Note payable | 60,959,000 | $ 63,300,000 | |||||||
Interest rate | 8.25% | ||||||||
Interest on Convertible Debt, Net of Tax | 1,300,000 | $ 1,300,000 | |||||||
Debt Issuance Costs, Gross | $ 2,900,000 | ||||||||
Repayments on long-term and short-term borrowings | |||||||||
2,017 | 3,913,000 | ||||||||
2,018 | 5,218,000 | ||||||||
2,019 | 5,218,000 | ||||||||
2,020 | 5,218,000 | ||||||||
2,021 | 68,468,000 | ||||||||
Thereafter | 0 | ||||||||
Subtotal | 88,035,000 | ||||||||
Less: Amount representing interest | [2] | (27,076,000) | |||||||
Insurance Note | |||||||||
Components of short-term borrowings and other debt | |||||||||
Interest rate | 1.50% | ||||||||
Debt Instrument, Periodic Payment, Principal | 200,000 | ||||||||
Short-term Debt, Maximum Amount Outstanding During Period | 2,100,000 | ||||||||
Repayments on long-term and short-term borrowings | |||||||||
2,017 | 3,577,000 | ||||||||
2,018 | 2,826,000 | ||||||||
2,019 | 4,304,000 | ||||||||
2,020 | 2,256,000 | ||||||||
2,021 | 4,723,000 | ||||||||
Thereafter | 0 | ||||||||
Subtotal | 17,686,000 | ||||||||
Less: Amount representing interest | [2] | (2,385,000) | |||||||
Aircraft and related equipment | |||||||||
Components of short-term borrowings and other debt | |||||||||
Other Notes Payable | 13,800,000 | ||||||||
Interest Expense, Debt | 200,000 | ||||||||
Aircraft and related equipment | Minimum | |||||||||
Components of short-term borrowings and other debt | |||||||||
Interest rate | 4.21% | ||||||||
Aircraft and related equipment | Maximum | |||||||||
Components of short-term borrowings and other debt | |||||||||
Interest rate | 7.25% | ||||||||
Letter of Credit Reinsurance Agreement | Letter of Credit | |||||||||
Components of short-term borrowings and other debt | |||||||||
Letter of credit, max borrowing capacity | $ 5,500,000 | ||||||||
Common Stock Class A | |||||||||
Components of short-term borrowings and other debt | |||||||||
Class of Warrant, Exercise Price of Warrants or Rights | $ / shares | $ 28.72 | ||||||||
[1] | The carrying amount of the convertible debt includes an unamortized discount of $16.0 million and $17.8 million as of March 31, 2017 and December 31, 2016. | ||||||||
[2] | Amount necessary to reduce net minimum payments to present value calculated at the Company's implicit rate at inception. This amount also includes the unamortized discount on the convertible debt. |
Stockholder's Equity - Quarterl
Stockholder's Equity - Quarterly (Details) - USD ($) $ / shares in Units, $ in Thousands | May 19, 2015 | Mar. 31, 2017 | Mar. 31, 2016 |
Equity, Class of Stock [Line Items] | |||
Adjustments to Additional Paid in Capital, Stock Split | $ (900) | ||
Preferred stock dividends declared | $ 1,698 | $ 1,698 | |
Convertible Preferred Stock, Shares Issued upon Conversion | 38.0619 | ||
Convertible Preferred Stock, Threshold Percentage of Stock Price Trigger | 150.00% | ||
Treasury Stock, Shares [Roll Forward] | |||
Treasury stock, shares, beginning of period | 9,810,802 | ||
Purchase of treasury stock, shares | 0 | ||
Treasury stock, shares, end of period | 10,139,040 | ||
Treasury stock, cost, beginning of period | $ 153,845 | ||
Shares purchased for minimum tax withholding under the Equity Plan or other similar transactions | 4,455 | 4,012 | |
Purchase of treasury stock, cost | 0 | ||
Treasury stock, cost, end of period | $ 158,300 | ||
Treasury stock, average cost per share, beginning of period, in dollars per share | $ 15.68 | ||
Purchase of treasury stock, average cost per share, in dollars per share | 0 | ||
Treasury stock, average cost per share, end of period, in dollars per share | $ 15.61 | ||
Treasury Stock | |||
Treasury Stock, Shares [Roll Forward] | |||
Shares purchased for minimum tax withholding under the Equity Plan or other similar transactions | 328,238 | ||
Shares purchased for minimum tax withholding under the Equity Plan or other similar transactions | $ 4,455 | ||
Shares purchased for minimum tax withholding under the Equity Plan or other similar transactions, Average Cost Per Share | $ 13.57 | ||
Call Option | |||
Equity, Class of Stock [Line Items] | |||
Option indexed to Issuer's Equity, Value | $ 15,900 | ||
Minimum | |||
Equity, Class of Stock [Line Items] | |||
Convertible Preferred Stock, Threshold Consecutive Trading Days | 20 days | ||
Minimum | Call Option | |||
Equity, Class of Stock [Line Items] | |||
Option Indexed to Issuer's Equity, Strike Price | $ 26.27 | ||
Maximum | |||
Equity, Class of Stock [Line Items] | |||
Convertible Preferred Stock, Threshold Consecutive Trading Days | 30 days | ||
Maximum | Call Option | |||
Equity, Class of Stock [Line Items] | |||
Option Indexed to Issuer's Equity, Strike Price | $ 33.54 | ||
Convertible Preferred Stock | |||
Equity, Class of Stock [Line Items] | |||
Preferred stock issuance, net of issuance costs | 120,750 | ||
Proceeds from Issuance of Preferred Stock, net of issuance costs | 117,200 | ||
Adjustments to Additional Paid in Capital, Stock Issued, Issuance Costs | $ 3,600 | ||
Preferred Stock, Dividend Rate, Percentage | 5.625% | ||
Preferred Stock, Liquidation Preference Per Share | $ 1,000 | ||
Convertible Preferred Stock | Retained Earnings/(Accumulated deficit) | |||
Equity, Class of Stock [Line Items] | |||
Preferred stock dividends declared | $ 1,698 | $ 1,698 |
Accumulated Other Comprehensi68
Accumulated Other Comprehensive Income (Loss) (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Accumulated Other Comprehensive Income / (Loss) [Abstract] | ||
Beginning Balance | $ (2) | $ 0 |
Foreign currency translation | (2) | (3) |
Ending Balance | $ (4) | $ (3) |
Earnings Per Share (Details)
Earnings Per Share (Details) $ / shares in Units, $ in Thousands | Dec. 05, 2016 | Mar. 31, 2017USD ($)$ / sharesshares | Mar. 31, 2016USD ($)$ / sharesshares | Dec. 31, 2016shares | Dec. 31, 2015shares | |
Earnings Per Share, Basic and Diluted, by Common Class, Including Two Class Method [Line Items] | ||||||
Stockholders' Equity Note, Stock Split, Conversion Ratio | 0.25 | |||||
Computation of earnings per share: | ||||||
Net income (loss) | $ | $ 12,089 | $ (7,995) | ||||
Net income (loss) attributable to redeemable non-controlling interests in consolidated subsidiaries and funds | $ | 9,105 | (4,297) | ||||
Net income (loss) attributable to Cowen Group, Inc. | $ | 2,984 | (3,698) | ||||
Preferred stock dividends | $ | 1,698 | 1,698 | ||||
Net income (loss) attributable to Cowen Group, Inc. common stockholders | $ | $ 1,286 | $ (5,396) | ||||
Shares for basic and diluted calculations: | ||||||
Weighted average shares used in basic computation, shares | 27,061,000 | 26,591,000 | [1] | |||
Weighted average shares used in diluted computation, shares | 28,401,000 | 26,591,000 | [1] | |||
Earnings (loss) per share: | ||||||
Earnings Per Share, Basic (in dollars per share) | $ / shares | $ 0.05 | $ (0.20) | [1] | |||
Earnings Per Share, Diluted (in dollars per share) | $ / shares | $ 0.05 | $ (0.20) | [1] | |||
Performance based restricted stock | ||||||
Shares for basic and diluted calculations: | ||||||
Shares attributable to share-based payment awards, shares | 0 | 0 | ||||
Stock Appreciation Rights | ||||||
Shares for basic and diluted calculations: | ||||||
Shares attributable to share-based payment awards, shares | 12,000 | 0 | ||||
Restricted Stock | ||||||
Shares for basic and diluted calculations: | ||||||
Shares attributable to share-based payment awards, shares | 1,328,000 | 0 | ||||
Common Stock Class A | ||||||
Earnings Per Share, Basic and Diluted, by Common Class, Including Two Class Method [Line Items] | ||||||
Common stock, shares outstanding, shares | 27,312,493 | 26,519,550 | 26,731,289 | 26,401,163 | ||
Common stock, restricted shares, shares | 162,176 | 162,176 | ||||
[1] | Share and per share amounts have been retroactively updated to reflect the one-for-four reverse stock split effective as of December 5, 2016. |
Segment Reporting (Details)
Segment Reporting (Details) | 3 Months Ended | ||
Mar. 31, 2017USD ($)segmentcustomer | Mar. 31, 2016USD ($) | ||
Segment Reporting Information [Line Items] | |||
Entity-Wide Revenue, Major Customer, Number | customer | 0 | ||
Number of Operating Segments | segment | 2 | ||
Revenues | |||
Investment banking | $ 36,553,000 | $ 26,147,000 | |
Brokerage | 50,534,000 | 50,935,000 | |
Management fees | 8,708,000 | 11,030,000 | |
Incentive income | 546,000 | 1,111,000 | |
Investment Income | 0 | 0 | |
Interest and dividends | 5,089,000 | 3,653,000 | |
Aircraft lease revenue | 1,059,000 | 394,000 | |
Reimbursement from affiliates | 1,652,000 | 3,887,000 | |
Reinsurance premiums | 7,089,000 | 1,010,000 | |
Other revenue | 1,400,000 | 1,321,000 | |
Total revenues | 114,971,000 | 101,039,000 | |
Expenses | |||
Non-interest expense | 125,480,000 | 106,813,000 | |
Interest and dividends | 9,930,000 | 7,310,000 | |
Total expenses | 140,373,000 | 115,939,000 | |
Other income (loss) | |||
Total other income (loss) | 39,402,000 | 3,585,000 | |
Income tax expense (benefit) | 1,911,000 | (3,320,000) | |
(Income) loss attributable to redeemable non-controlling interests in consolidated subsidiaries and funds | (9,105,000) | 4,297,000 | |
Economic Income (Loss) / Net income (loss) attributable to Cowen Group, Inc. | 2,984,000 | (3,698,000) | |
Consolidated Funds | |||
Revenues | |||
Total revenues | 2,341,000 | 1,551,000 | |
Expenses | |||
Total expenses | 4,963,000 | 1,816,000 | |
Operating Segments | |||
Revenues | |||
Investment banking | 36,553,000 | 26,147,000 | |
Brokerage | 52,313,000 | 52,867,000 | |
Management fees | 13,946,000 | 16,903,000 | |
Incentive income | 3,060,000 | 6,920,000 | |
Investment Income | 21,626,000 | 1,850,000 | |
Interest and dividends | 0 | 0 | |
Aircraft lease revenue | 0 | 0 | |
Reimbursement from affiliates | 0 | 0 | |
Reinsurance premiums | 0 | 0 | |
Other revenue | 1,104,000 | 953,000 | |
Total revenues | 128,602,000 | 105,640,000 | |
Expenses | |||
Non-interest expense | 117,158,000 | 104,022,000 | |
Interest and dividends | 4,341,000 | 4,273,000 | |
Total expenses | 121,499,000 | 108,295,000 | |
Other income (loss) | |||
Total other income (loss) | 0 | 0 | |
Income tax expense (benefit) | 0 | 0 | |
(Income) loss attributable to redeemable non-controlling interests in consolidated subsidiaries and funds | (1,645,000) | (2,227,000) | |
Economic Income (Loss) / Net income (loss) attributable to Cowen Group, Inc. | 5,458,000 | (4,882,000) | |
Operating Segments | Consolidated Funds | |||
Revenues | |||
Total revenues | 0 | 0 | |
Expenses | |||
Total expenses | 0 | 0 | |
Operating Segments | Alternative Investment | |||
Revenues | |||
Investment banking | 0 | 0 | |
Brokerage | 0 | 0 | |
Management fees | 13,145,000 | 16,128,000 | |
Incentive income | 3,060,000 | 6,920,000 | |
Investment Income | 15,149,000 | 1,395,000 | |
Interest and dividends | 0 | 0 | |
Aircraft lease revenue | 0 | 0 | |
Reimbursement from affiliates | 0 | 0 | |
Reinsurance premiums | 0 | 0 | |
Other revenue | 819,000 | 682,000 | |
Total revenues | 32,173,000 | 25,125,000 | |
Expenses | |||
Non-interest expense | 23,191,000 | 20,261,000 | |
Interest and dividends | 3,241,000 | 3,183,000 | |
Total expenses | 26,432,000 | 23,444,000 | |
Other income (loss) | |||
Total other income (loss) | 0 | 0 | |
Income tax expense (benefit) | 0 | 0 | |
(Income) loss attributable to redeemable non-controlling interests in consolidated subsidiaries and funds | (1,645,000) | (2,227,000) | |
Economic Income (Loss) / Net income (loss) attributable to Cowen Group, Inc. | 4,096,000 | (546,000) | |
Operating Segments | Alternative Investment | Consolidated Funds | |||
Revenues | |||
Total revenues | 0 | 0 | |
Expenses | |||
Total expenses | 0 | 0 | |
Operating Segments | Broker-Dealer | |||
Revenues | |||
Investment banking | 36,553,000 | 26,147,000 | |
Brokerage | 52,313,000 | 52,867,000 | |
Management fees | 801,000 | 775,000 | |
Incentive income | 0 | 0 | |
Investment Income | 6,477,000 | 455,000 | |
Interest and dividends | 0 | 0 | |
Aircraft lease revenue | 0 | 0 | |
Reimbursement from affiliates | 0 | 0 | |
Reinsurance premiums | 0 | 0 | |
Other revenue | 285,000 | 271,000 | |
Total revenues | 96,429,000 | 80,515,000 | |
Expenses | |||
Non-interest expense | 93,967,000 | 83,761,000 | |
Interest and dividends | 1,100,000 | 1,090,000 | |
Total expenses | 95,067,000 | 84,851,000 | |
Other income (loss) | |||
Total other income (loss) | 0 | 0 | |
Income tax expense (benefit) | 0 | 0 | |
(Income) loss attributable to redeemable non-controlling interests in consolidated subsidiaries and funds | 0 | 0 | |
Economic Income (Loss) / Net income (loss) attributable to Cowen Group, Inc. | 1,362,000 | (4,336,000) | |
Operating Segments | Broker-Dealer | Consolidated Funds | |||
Revenues | |||
Total revenues | 0 | 0 | |
Expenses | |||
Total expenses | 0 | 0 | |
Adjustments | Funds Consolidation | |||
Revenues | |||
Investment banking | 0 | 0 | |
Brokerage | 0 | 0 | |
Management fees | (527,000) | (370,000) | |
Incentive income | (489,000) | (157,000) | |
Investment Income | 0 | 0 | |
Interest and dividends | 0 | 0 | |
Aircraft lease revenue | 0 | 0 | |
Reimbursement from affiliates | (78,000) | (14,000) | |
Reinsurance premiums | 0 | 0 | |
Other revenue | 0 | 0 | |
Total revenues | 1,247,000 | 1,010,000 | |
Expenses | |||
Non-interest expense | (429,000) | 0 | |
Interest and dividends | 0 | 0 | |
Total expenses | 4,534,000 | 1,816,000 | |
Other income (loss) | |||
Total other income (loss) | 11,674,000 | (3,413,000) | |
Income tax expense (benefit) | 0 | 0 | |
(Income) loss attributable to redeemable non-controlling interests in consolidated subsidiaries and funds | (8,387,000) | 4,219,000 | |
Economic Income (Loss) / Net income (loss) attributable to Cowen Group, Inc. | 0 | 0 | |
Adjustments | Funds Consolidation | Consolidated Funds | |||
Revenues | |||
Total revenues | 2,341,000 | 1,551,000 | |
Expenses | |||
Total expenses | 4,963,000 | 1,816,000 | |
Adjustments | Other Adjustments | |||
Revenues | |||
Investment banking | 0 | 0 | |
Brokerage | (1,779,000) | (1,932,000) | |
Management fees | [1] | (4,711,000) | (5,503,000) |
Incentive income | [1] | (2,025,000) | (5,652,000) |
Investment Income | [2],[3] | (21,626,000) | (1,850,000) |
Interest and dividends | [3] | 5,089,000 | 3,653,000 |
Aircraft lease revenue | [2] | 1,059,000 | 394,000 |
Reimbursement from affiliates | [4] | 1,730,000 | 3,901,000 |
Reinsurance premiums | [5] | 7,089,000 | 1,010,000 |
Other revenue | [5] | 296,000 | 368,000 |
Total revenues | (14,878,000) | (5,611,000) | |
Expenses | |||
Non-interest expense | [6],[7] | 8,751,000 | 2,791,000 |
Interest and dividends | [3] | 5,589,000 | 3,037,000 |
Total expenses | 14,340,000 | 5,828,000 | |
Other income (loss) | |||
Total other income (loss) | [3] | 27,728,000 | 6,998,000 |
Income tax expense (benefit) | [6] | 1,911,000 | (3,320,000) |
(Income) loss attributable to redeemable non-controlling interests in consolidated subsidiaries and funds | 927,000 | 2,305,000 | |
Economic Income (Loss) / Net income (loss) attributable to Cowen Group, Inc. | (2,474,000) | 1,184,000 | |
Adjustments | Other Adjustments | Consolidated Funds | |||
Revenues | |||
Total revenues | 0 | 0 | |
Expenses | |||
Total expenses | $ 0 | $ 0 | |
[1] | Economic Income (Loss) recognizes revenues (i) net of distribution fees paid to agents and (ii) our proportionate share of management and incentive fees of certain real estate operating entities, the healthcare royalty business and the activist business. | ||
[2] | Aircraft lease revenue is shown net of expenses in other revenue for Economic Income (Loss). | ||
[3] | Economic Income (Loss) recognizes Company income from proprietary trading (including interest and dividends) | ||
[4] | Reimbursement from affiliates is shown as a reduction of Economic Income expenses, but is included as a part of revenues under US GAAP. | ||
[5] | Economic Income (Loss) recognizes underwriting income from the Company's insurance related activities, net of expenses, within other revenue. | ||
[6] | Economic Income (Loss) excludes income taxes and acquisition related adjustments as management does not consider these items when evaluating the performance of the segment. | ||
[7] | Economic Income (Loss) recognizes the Company's proportionate share of expenses, for certain real estate operating entities and the activist business, for which the investments are recorded under the equity method of accounting for investments. |
Regulatory Requirements (Detail
Regulatory Requirements (Details) | Mar. 31, 2017USD ($) |
Cowen and Company | |
Regulatory Requirements for Broker-Dealers [Line Items] | |
Net capital requirement under alternative method | $ 1,000,000 |
Net capital | 93,200,000 |
Excess capital | 92,200,000 |
Cowen Prime | |
Regulatory Requirements for Broker-Dealers [Line Items] | |
Minimum net capital required | 250,000 |
Net capital | 7,300,000 |
Excess capital | 7,100,000 |
RCG Insurance Company | |
Regulatory Requirements for Broker-Dealers [Line Items] | |
Minimum net capital required | 300,000 |
Net capital | 20,900,000 |
ATM Execution LLC [Member] | |
Regulatory Requirements for Broker-Dealers [Line Items] | |
Minimum net capital required | 250,000 |
Net capital | 2,300,000 |
Excess capital | 2,000,000 |
U.K. Financial Services Authority | Ramius U.K., Ltd. | |
Regulatory Requirements for Broker-Dealers [Line Items] | |
Financial resources | 220,000 |
Financial resources requirement | 50,000 |
Excess financial resources | 170,000 |
U.K. Financial Services Authority | Cowen International Limited | |
Regulatory Requirements for Broker-Dealers [Line Items] | |
Financial resources | 10,700,000 |
Financial resources requirement | 5,700,000 |
Excess financial resources | $ 5,000,000 |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2017 | Mar. 31, 2016 | Dec. 31, 2016 | |
Related Party Transaction [Line Items] | |||
Fees receivable, net of allowance | $ 49,925 | $ 45,883 | |
Reimbursable to affiliated funds | 100 | ||
Due from related parties | 42,792 | 39,629 | |
Redeemable non-controlling interests, Related Party | 394,132 | 379,205 | |
Net income (loss) attributable to redeemable non-controlling interests in consolidated subsidiaries and funds | (9,105) | $ 4,297 | |
Employees | |||
Related Party Transaction [Line Items] | |||
Redeemable non-controlling interests, Related Party | 27,900 | 32,900 | |
Net income (loss) attributable to redeemable non-controlling interests in consolidated subsidiaries and funds | $ (1,900) | (300) | |
Employee Loans | Minimum | |||
Related Party Transaction [Line Items] | |||
Forgivable Loans, Vesting Period | 1 year | ||
Employee Loans | Maximum | |||
Related Party Transaction [Line Items] | |||
Forgivable Loans, Vesting Period | 3 years | ||
Affiliated Entity | |||
Related Party Transaction [Line Items] | |||
Fees receivable, net of allowance | $ 12,400 | 12,600 | |
Affiliated Entity | Fees Payable | |||
Related Party Transaction [Line Items] | |||
Fees payable to related parties | 100 | 300 | |
Employees | |||
Related Party Transaction [Line Items] | |||
Due from employees | 12,500 | 9,200 | |
Forgivable Loan Balances | 5,500 | 3,300 | |
Amortization on Forgivable Loans | 400 | $ 600 | |
Investor | |||
Related Party Transaction [Line Items] | |||
Due to Affiliate | 600 | 700 | |
Other Funds | |||
Related Party Transaction [Line Items] | |||
Due from related parties | 11,900 | 11,800 | |
Starboard Value LP | |||
Related Party Transaction [Line Items] | |||
Effective interest rate | 5.00% | ||
Interest Income, Related Party | 200 | $ 200 | |
Due from related parties | $ 18,400 | $ 18,700 |
Subsequent Events (Details)
Subsequent Events (Details) - Subsequent Event [Member] $ in Millions | Apr. 03, 2017USD ($) |
Subsequent Event [Line Items] | |
Business Acquisition, Percentage of Voting Interests Acquired | 100.00% |
Percent of payment in cash for business acquisition | 50.00% |
Payments to Acquire Businesses, Gross | $ 116 |